UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 ______ Commission File Number 001-41505 LINKBANCORP, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 82-5130531 (State or other jurisdic ...

[Glossary of Terms](index=3&type=section&id=Glossary%20of%20Terms) The glossary defines key acronyms and terms used throughout the report, including financial, regulatory, and program-specific terminology - The glossary provides definitions for key acronyms and terms used throughout the report, such as '2025 Repurchase Program', 'ACL' (Allowance for credit losses), 'Republic First Transaction', and various financial and regulatory terms[8](index=8&type=chunk)[9](index=9&type=chunk) [Forward-Looking Statements](index=6&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section highlights that forward-looking statements are subject to uncertainties and risks that could cause actual results to differ materially - The Corporation's forward-looking statements are based on current beliefs and expectations, but actual results may differ materially due to inherent uncertainties, risks, and changes in circumstances beyond its control[11](index=11&type=chunk)[12](index=12&type=chunk) - Key factors that could affect future financial results include adverse economic and financial market conditions (e.g., elevated interest rates), increased competition for deposits, regulatory changes, interest rate impacts on Net Interest Margin (NIM), credit risk in the loan portfolio, operational risks (e.g., cybersecurity), and potential impacts from acquisitions and geopolitical events[13](index=13&type=chunk)[14](index=14&type=chunk) [PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the Corporation's unaudited consolidated financial statements and management's discussion and analysis of financial performance [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements, including balance sheets, income statements, and detailed notes [Consolidated Balance Sheets](index=9&type=section&id=%28a%29%20Consolidated%20Balance%20Sheets) This table provides a snapshot of the Corporation's assets, liabilities, and shareholders' equity at specific reporting dates Consolidated Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024) | Item | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | **ASSETS** | | | | | | Cash and Cash Equivalents | $804,664 | $1,063,871 | $(259,207) | -24.4% | | Investment securities (AFS) | $3,619,869 | $3,410,899 | $208,970 | 6.1% | | Investment securities (HTM) | $1,473,158 | $1,395,569 | $77,589 | 5.6% | | Loans, Net | $23,635,202 | $23,665,763 | $(30,561) | -0.1% | | Total Assets | $32,040,448 | $32,071,810 | $(31,362) | -0.1% | | **LIABILITIES** | | | | | | Total Deposits | $26,138,067 | $26,129,433 | $8,634 | 0.0% | | Total Borrowings | $1,773,900 | $1,782,048 | $(8,148) | -0.5% | | Total Liabilities | $28,711,202 | $28,874,485 | $(163,283) | -0.6% | | **SHAREHOLDERS' EQUITY** | | | | | | Total Shareholders' Equity | $3,329,246 | $3,197,325 | $131,921 | 4.1% | | Total Liabilities and Shareholders' Equity | $32,040,448 | $32,071,810 | $(31,362) | -0.1% | [Consolidated Statements of Income](index=10&type=section&id=%28b%29%20Consolidated%20Statements%20of%20Income) This table presents the Corporation's revenues, expenses, and net income over specific reporting periods Consolidated Statements of Income Highlights (Three and Six Months Ended June 30, 2025 vs. 2024) | Item (in thousands, except per-share data) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Interest Income | $402,761 | $400,506 | $802,452 | $740,172 | | Total Interest Expense | $147,840 | $158,786 | $296,345 | $291,515 | | Net Interest Income | $254,921 | $241,720 | $506,107 | $448,657 | | Provision for credit losses | $8,607 | $32,056 | $22,505 | $42,981 | | Total Non-Interest Income | $69,148 | $92,994 | $136,380 | $150,133 | | Total Non-Interest Expense | $192,811 | $199,488 | $382,270 | $377,087 | | Net Income | $99,198 | $94,975 | $192,185 | $156,916 | | Net Income Available to Common Shareholders | $96,636 | $92,413 | $187,061 | $151,792 | | Basic EPS | $0.53 | $0.53 | $1.03 | $0.90 | | Diluted EPS | $0.53 | $0.52 | $1.02 | $0.89 | [Consolidated Statements of Comprehensive Income](index=11&type=section&id=%28c%29%20Consolidated%20Statements%20of%20Comprehensive%20Income) This table details the components of comprehensive income, including net income and other comprehensive income items Consolidated Statements of Comprehensive Income Highlights (Three and Six Months Ended June 30, 2025 vs. 2024) | Item (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income | $99,198 | $94,975 | $192,185 | $156,916 | | Net Unrealized (Losses) Gains on AFS Investment Securities | $(4,015) | $2,892 | $7,084 | $(12,386) | | Net Unrealized Gains on Interest Rate Derivatives Used in Cash Flow Hedges | $3,999 | $6,147 | $9,278 | $14,343 | | Defined benefit pension plan and postretirement benefits | $(106) | $(105) | $(212) | $(211) | | Other Comprehensive (Loss) Income, Net of Tax | $(122) | $8,934 | $16,150 | $1,746 | | Total Comprehensive Income | $99,076 | $103,909 | $208,335 | $158,662 | [Consolidated Statements of Shareholders' Equity](index=12&type=section&id=%28d%29%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) This table outlines the changes in each component of shareholders' equity over the reporting period Shareholders' Equity Changes (Six Months Ended June 30, 2025 vs. 2024) | Item (in thousands) | Balance at Dec 31, 2024 | Net Income | Other Comprehensive Income | Common Stock Issued | Dividend Reinvestment | Stock-Based Comp. (Repurchases) | Treasury Stock Acquisition | Preferred Stock Dividend | Common Stock Dividends | Balance at June 30, 2025 | | :-------------------------------- | :---------------------- | :--------- | :----------------------- | :------------------ | :-------------------- | :------------------------------ | :------------------------- | :----------------------- | :--------------------- | :----------------------- | | **Preferred Stock** | $192,878 | — | — | — | — | — | — | — | — | $192,878 | | **Common Stock** | $614,866 | — | — | $173 | — | $2,462 | — | — | — | $617,501 | | **Additional Paid-in Capital** | $1,789,214 | — | — | $1,031 | $612 | $3,052 | — | — | — | $1,793,909 | | **Retained Earnings** | $1,775,620 | $192,185 | — | — | — | — | — | $(5,124) | $(65,629) | $1,897,052 | | **Accumulated Other Comprehensive Loss** | $(287,819) | — | $16,150 | — | — | — | — | — | — | $(271,669) | | **Treasury Stock** | $(887,434) | — | — | — | $2,084 | $(6,150) | $(8,925) | — | — | $(900,425) | | **Total Shareholders' Equity** | $3,197,325 | $192,185 | $16,150 | $1,204 | $2,696 | $(636) | $(8,925) | $(5,124) | $(65,629) | $3,329,246 | [Consolidated Statements of Cash Flows](index=13&type=section&id=%28e%29%20Consolidated%20Statements%20of%20Cash%20Flows) This table summarizes cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, 2025 vs. 2024) | Item (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | | Net Cash Provided by Operating Activities | $92,452 | $310,658 | | Net Cash (Used in) Provided by Investing Activities | $(270,001) | $2,195,486 | | Net Cash Used in Financing Activities | $(81,658) | $(1,659,572) | | Net (decrease) increase in Cash and Cash Equivalents | $(259,207) | $846,572 | | Cash and Cash Equivalents at End of Period | $804,664 | $1,396,282 | [Notes to Consolidated Financial Statements](index=14&type=section&id=%28f%29%20Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures supporting the consolidated financial statements [NOTE 1 – Basis of Presentation](index=14&type=section&id=NOTE%201%20%E2%80%93%20Basis%20of%20Presentation) This note outlines the basis for preparing the unaudited interim financial statements, confirming GAAP and SEC conformity - The unaudited Consolidated Financial Statements are prepared in conformity with GAAP for interim financial information and SEC regulations, requiring management estimates and assumptions[20](index=20&type=chunk) - Significant accounting policies remain unchanged from the 2024 Annual Report on Form 10-K[21](index=21&type=chunk) - Recently adopted ASUs (2023-07, 2023-08, 2024-01, 2025-02) had no material impact, with ASU 2023-08 and 2025-02 having no impact as the Corporation does not own crypto assets[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - Recently issued ASUs (2023-09, 2024-03, 2024-04, 2025-01, 2025-03, 2025-04) are not expected to have a material impact upon adoption in future periods[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) [NOTE 2 – Business Combinations](index=15&type=section&id=NOTE%202%20%E2%80%93%20Business%20Combinations) This note details the Republic First Transaction, including acquired assets, assumed liabilities, and the resulting gain on acquisition - On the Acquisition Date (April 26, 2024), Fulton Bank acquired approximately **$4.8 billion** of assets and assumed **$5.6 billion** of liabilities from Republic First Bank, receiving **$0.8 billion** cash from the FDIC[33](index=33&type=chunk) - The Republic First Transaction enhanced the Bank's presence in Philadelphia, Pennsylvania, and New Jersey[34](index=34&type=chunk) - The transaction resulted in a preliminary gain on acquisition of **$37.0 million**, net of income taxes, with the financial settlement process concluded on April 25, 2025, without additional adjustments[36](index=36&type=chunk) Republic First Transaction: Assets Acquired and Liabilities Assumed (April 26, 2024) | Item | Estimated Fair Value (in thousands) | | :-------------------------------- | :-------------------------------- | | Cash payment received from FDIC | $809,920 | | **Assets acquired:** | | | Cash and due from banks | $208,451 | | Investment securities | $1,938,571 | | Loans | $2,495,810 | | CDI | $92,600 | | Total assets acquired | $4,799,890 | | **Liabilities assumed:** | | | Deposits | $4,112,143 | | Borrowings | $1,413,751 | | Total liabilities assumed | $5,561,979 | | Net assets acquired | $(762,089) | | Gain on acquisition, before income taxes | $47,831 | | Gain on acquisition, net of income taxes | $36,996 | - The transaction added **$78.1 million** to the ACL, including **$54.6 million** for PCD Loans and **$23.4 million** for non-PCD Loans[38](index=38&type=chunk) [NOTE 3 – Restrictions on Cash and Cash Equivalents](index=17&type=section&id=NOTE%203%20%E2%80%93%20Restrictions%20on%20Cash%20and%20Cash%20Equivalents) This note details cash collateral posted by the Corporation to secure derivatives and other contracts Cash Collateral Posted (in thousands) | Date | Amount | | :----------- | :------- | | June 30, 2025 | $23,700 | | Dec 31, 2024 | $4,000 | [NOTE 4 – Investment Securities](index=19&type=section&id=NOTE%204%20%E2%80%93%20Investment%20Securities) This note details investment securities, including AFS and HTM categories, fair values, and credit quality Investment Securities (June 30, 2025 vs. December 31, 2024, in thousands) | Category | Amortized Cost (Jun 30, 2025) | Estimated Fair Value (Jun 30, 2025) | Amortized Cost (Dec 31, 2024) | Estimated Fair Value (Dec 31, 2024) | | :-------------------------------- | :---------------------------- | :------------------------------ | :---------------------------- | :------------------------------ | | **Available for Sale** | | | | | | State and municipal securities | $956,015 | $774,749 | $960,227 | $814,887 | | Corporate debt securities | $274,981 | $264,098 | $313,681 | $300,370 | | Collateralized mortgage obligations | $1,165,014 | $1,172,238 | $798,157 | $788,885 | | Residential mortgage-backed securities | $922,074 | $896,735 | $1,029,846 | $989,875 | | Commercial mortgage-backed securities | $604,696 | $512,049 | $617,605 | $516,882 | | **Total AFS** | **$3,922,780** | **$3,619,869** | **$3,719,516** | **$3,410,899** | | **Held to Maturity** | | | | | | Residential mortgage-backed securities | $618,955 | $569,697 | $537,856 | $477,696 | | Commercial mortgage-backed securities | $854,203 | $723,304 | $857,713 | $705,753 | | **Total HTM** | **$1,473,158** | **$1,293,001** | **$1,395,569** | **$1,183,449** | | **Grand Total Investment Securities** | **$5,395,938** | **$4,912,870** | **$5,115,085** | **$4,594,348** | - In May 2024, the Corporation sold **$345.7 million** of AFS investment securities, incurring a pre-tax loss of **$20.3 million**, and reinvested the proceeds into higher-yielding securities[42](index=42&type=chunk) Gross Realized Gains and Losses on Sales of Securities (in thousands) | Period | Gross Realized Gains | Gross Realized Losses | Net Gains (Losses) | | :-------------------- | :------------------- | :-------------------- | :----------------- | | 3 Months Ended Jun 30, 2025 | $— | $— | $— | | 3 Months Ended Jun 30, 2024 | $91 | $(20,373) | $(20,282) | | 6 Months Ended Jun 30, 2025 | $663 | $(665) | $(2) | | 6 Months Ended Jun 30, 2024 | $91 | $(20,373) | $(20,282) | - No Allowance for Credit Losses (ACL) was required for collateralized mortgage obligations, residential mortgage-backed securities, commercial mortgage-backed securities, state and municipal securities, or corporate debt securities as of June 30, 2025, and December 31, 2024, due to their credit quality, guarantees, and the Corporation's intent and ability to hold them[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) [NOTE 5 - Loans and Allowance for Credit Losses](index=22&type=section&id=NOTE%205%20-%20Loans%20and%20Allowance%20for%20Credit%20Losses) This note details the loan portfolio composition, Allowance for Credit Losses (ACL), and credit quality indicators Loans and Leases, Net of Unearned Income (in thousands) | Loan Type | June 30, 2025 | December 31, 2024 | | :------------------------------ | :-------------- | :---------------- | | Real estate - commercial mortgage | $9,678,038 | $9,601,858 | | Commercial and industrial | $4,541,765 | $4,605,589 | | Real-estate - residential mortgage | $6,511,687 | $6,349,643 | | Real-estate - home equity | $1,193,410 | $1,160,616 | | Real-estate - construction | $1,155,099 | $1,394,899 | | Consumer | $583,949 | $616,856 | | Leases and other loans | $348,591 | $315,458 | | **Net loans** | **$24,012,539** | **$24,044,919** | Allowance for Credit Losses (ACL) and Reserve for OBS Credit Exposures (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :---------------- | | ACL - loans | $377,337 | $379,156 | | Reserve for OBS credit exposures | $14,180 | $14,161 | ACL Activity (Six Months Ended June 30, 2025 vs. 2024, in thousands) | Item | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | | Balance at beginning of period | $379,156 | $293,404 | | CECL Day 1 Provision | — | $23,444 | | Initial PCD allowance for credit losses | — | $55,906 | | Net loans (charged off) recovered | $(24,305) | $(19,900) | | Provision for credit losses | $22,486 | $23,087 | | Balance at end of period | $377,337 | $375,941 | Non-Accrual Loans by Class Segment (in thousands) | Loan Class | June 30, 2025 | December 31, 2024 | | :------------------------------ | :-------------- | :---------------- | | Real estate - commercial mortgage | $84,035 | $99,497 | | Commercial and industrial | $39,115 | $42,217 | | Real estate - residential mortgage | $25,817 | $25,400 | | Real estate - home equity | $7,079 | $8,591 | | Real estate - construction | $24,852 | $1,746 | | Consumer | $6 | $8 | | Leases and other loans | $2,038 | $11,834 | | **Total Non-Accrual Loans** | **$182,942** | **$189,293** | - Loan modifications for borrowers experiencing financial difficulty primarily involved term extensions, with no principal forgiveness granted during the three and six months ended June 30, 2025 and 2024[70](index=70&type=chunk)[72](index=72&type=chunk) [NOTE 6 – Mortgage Servicing Rights](index=33&type=section&id=NOTE%206%20%E2%80%93%20Mortgage%20Servicing%20Rights) This note summarizes changes in Mortgage Servicing Rights (MSRs), their fair value, and the serviced mortgage loan portfolio Mortgage Servicing Rights (MSRs) (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Amortized cost: Beginning Balance | $30,298 | $31,057 | $30,691 | $31,602 | | Originations of MSRs | $924 | $883 | $1,625 | $1,465 | | Amortization | $(1,089) | $(1,294) | $(2,183) | $(2,421) | | Amortized cost: Ending Balance | $30,133 | $30,646 | $30,133 | $30,646 | | Estimated fair value of MSRs at end of period | $51,629 | $51,724 | $51,629 | $51,724 | - The total portfolio of mortgage loans serviced by the Corporation for unrelated third parties was **$4.0 billion** as of June 30, 2025, down from **$4.1 billion** as of December 31, 2024[76](index=76&type=chunk) - No valuation allowance was required for MSRs as of June 30, 2025, based on fair value analysis[77](index=77&type=chunk) [NOTE 7 – Derivative Financial Instruments](index=33&type=section&id=NOTE%207%20%E2%80%93%20Derivative%20Financial%20Instruments) This note details the Corporation's use of derivatives to manage market risks, including interest rate and foreign currency exposures - The Corporation uses derivatives to manage interest rate and foreign currency risks and for customer risk management, not for speculative purposes[78](index=78&type=chunk) Summary of Notional Amounts and Fair Values of Derivative Financial Instruments (in thousands) | Derivative Type | Notional Amount (Jun 30, 2025) | Asset (Liability) Fair Value (Jun 30, 2025) | Notional Amount (Dec 31, 2024) | Asset (Liability) Fair Value (Dec 31, 2024) | | :------------------------------------------ | :----------------------------- | :------------------------------------------ | :----------------------------- | :------------------------------------------ | | Interest Rate Locks with Customers (Positive) | $214,495 | $987 | $171,933 | $389 | | Interest Rate Locks with Customers (Negative) | $511 | $(4) | $3,888 | $(58) | | Interest Rate Derivatives with Customers (Positive) | $1,657,239 | $37,670 | $767,905 | $8,480 | | Interest Rate Derivatives with Customers (Negative) | $3,146,966 | $(150,482) | $3,976,294 | $(239,058) | | Interest Rate Derivatives with Dealer Counterparties (Positive) | $3,146,966 | $88,725 | $3,976,294 | $150,480 | | Interest Rate Derivatives with Dealer Counterparties (Negative) | $1,657,239 | $(38,036) | $767,905 | $(10,734) | | Interest Rate Derivatives used in Cash Flow Hedges (Positive) | $3,300,000 | $7,415 | $2,500,000 | $227 | | Interest Rate Derivatives used in Cash Flow Hedges (Negative) | $1,100,000 | $(550) | $1,400,000 | $(2,971) | - For the six months ended June 30, 2025, **$9.5 million** in gains/losses from interest rate products were recognized in OCI and reclassified into interest income, and **$0.1 million** into interest expense[82](index=82&type=chunk) - The Corporation estimates an additional **$13.9 million** will be reclassified as a decrease to net interest income over the next twelve months from cash flow hedges[83](index=83&type=chunk) Net Fair Value Gains (Losses) on Derivative Financial Instruments (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Mortgage banking derivatives | $181 | $(45) | $(134) | $1,122 | | Interest rate derivatives | $9 | $137 | $131 | $288 | | Foreign exchange contracts | $31 | $84 | $142 | $123 | | **Net fair value gains (losses)** | **$221** | **$176** | **$139** | **$1,533** | - Mortgage loans held for sale are measured at fair value, with gains of **$0.2 million** and **$0.3 million** for the three and six months ended June 30, 2025, respectively[85](index=85&type=chunk) - In January 2023, the Corporation terminated **$1.0 billion** in cash flow hedges, with **$6.5 million** of unrealized losses reclassified as a reduction to interest income on loans for the six months ended June 30, 2025[88](index=88&type=chunk) [NOTE 8 – Accumulated Other Comprehensive (Loss) Income](index=44&type=section&id=NOTE%208%20%E2%80%93%20Accumulated%20Other%20Comprehensive%20%28Loss%29%20Income) This note details components of Other Comprehensive Income (OCI) and changes in Accumulated Other Comprehensive (Loss) Income (AOCI) Components of OCI (Six Months Ended June 30, 2025 vs. 2024, Net of Tax, in thousands) | Item | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------------------------------------- | :--------------------------- | :--------------------------- | | Net unrealized gains (losses) on investment securities | $4,412 | $(30,864) | | Reclassification adjustment for securities net change included in net income | $2 | $15,688 | | Amortization of net unrealized gains on AFS investment securities transferred to HTM | $2,670 | $2,790 | | Net unrealized holding gains arising during the period on interest rate derivatives used in cash flow hedges | $1,808 | $6,553 | | Reclassification adjustment for net change realized in net income on interest rate swaps used in cash flow hedges | $7,470 | $7,790 | | Amortization of net unrecognized pension and postretirement item | $(212) | $(211) | | **Total Other Comprehensive Income** | **$16,150** | **$1,746** | Changes in AOCI, Net of Tax (Six Months Ended June 30, 2025 vs. 2024, in thousands) | Item | Balance at Dec 31, 2024 | OCI before Reclassifications | Amounts Reclassified from AOCI | Amortization of Net Unrealized Gains on AFS Transferred to HTM | Balance at June 30, 2025 | | :---------------------------------------------------------------- | :---------------------- | :--------------------------- | :----------------------------- | :------------------------------------------------------------ | :----------------------- | | Unrealized Gains (Losses) on Investment Securities | $(275,989) | $4,412 | $2 | $2,670 | $(268,905) | | Net Unrealized Gain (Loss) on Interest Rate Derivatives used in Cash Flow Hedges | $(16,052) | $1,808 | $7,470 | — | $(6,774) | | Unrecognized Pension and Postretirement Plan Income (Costs) | $4,222 | — | $(212) | — | $4,010 | | **Total** | **$(287,819)** | **$6,220** | **$7,260** | **$2,670** | **$(271,669)** | [NOTE 9 – Fair Value Measurements](index=46&type=section&id=NOTE%209%20%E2%80%93%20Fair%20Value%20Measurements) This note describes the fair value hierarchy and presents assets and liabilities measured at fair value - Fair value measurements are categorized into a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable market data other than quoted prices), and Level 3 (unobservable inputs)[93](index=93&type=chunk)[94](index=94&type=chunk) Assets and Liabilities Measured at Fair Value on a Recurring Basis (June 30, 2025, in thousands) | Item | Level 1 | Level 2 | Level 3 | Total | | :-------------------------------- | :------ | :-------- | :------ | :------ | | **Assets:** | | | | | | Loans held for sale | $— | $23,281 | $— | $23,281 | | AFS investment securities | $— | $3,619,869 | $— | $3,619,869 | | Investments held in Rabbi Trust | $37,571 | $— | $— | $37,571 | | Derivative assets | $1,867 | $134,797 | $— | $136,664 | | **Total Assets** | **$39,438** | **$3,777,947** | **$—** | **$3,817,385** | | **Liabilities:** | | | | | | Deferred compensation liabilities | $37,571 | $— | $— | $37,571 | | Derivative liabilities | $1,638 | $189,496 | $— | $191,134 | | **Total Liabilities** | **$39,209** | **$189,496** | **$—** | **$228,705** | - Valuation techniques for AFS investment securities rely on third-party pricing services using models that incorporate market information like benchmark yield curves and quoted prices of similar securities[96](index=96&type=chunk)[97](index=97&type=chunk) Level 3 Financial Assets Measured at Fair Value on a Nonrecurring Basis (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :------------------ | :-------------- | :---------------- | | Loans, Net | $160,009 | $168,668 | | OREO | $2,706 | $2,621 | | MSRs | $51,629 | $53,972 | | SBA servicing asset | $2,801 | $3,120 | | **Total assets** | **$217,145** | **$228,381** | - Fair values for loans and time deposits are estimated by discounting future cash flows using current rates, adjusted for liquidity and estimated credit losses[110](index=110&type=chunk) [NOTE 10 – Net Income Per Share](index=51&type=section&id=NOTE%2010%20%E2%80%93%20Net%20Income%20Per%20Share) This note provides the calculation of basic and diluted net income per share, including weighted average shares outstanding Net Income Per Share (Three and Six Months Ended June 30, 2025 vs. 2024) | Item (in thousands, except per share data) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Weighted average shares outstanding (basic) | 182,261 | 175,305 | 182,220 | 169,006 | | Impact of common stock equivalents | 1,552 | 1,629 | 1,779 | 1,763 | | Weighted average shares outstanding (diluted) | 183,813 | 176,934 | 183,999 | 170,769 | | Basic EPS | $0.53 | $0.53 | $1.03 | $0.90 | | Diluted EPS | $0.53 | $0.52 | $1.02 | $0.89 | [NOTE 11 – Stock-Based Compensation](index=51&type=section&id=NOTE%2011%20%E2%80%93%20Stock-Based%20Compensation) This note describes stock-based compensation plans for employees and directors, including expense and tax benefits - The Corporation grants equity awards (restricted stock, RSUs, PSUs) to employees and non-employee directors, recognizing compensation expense over the service period[115](index=115&type=chunk)[116](index=116&type=chunk) Stock-Based Compensation Expense and Tax Benefits (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Compensation expense | $3,257 | $2,758 | $5,189 | $3,425 | | Tax benefit | $(742) | $(620) | $(1,173) | $(764) | | **Total stock-based compensation, net of tax** | **$2,515** | **$2,138** | **$4,016** | **$2,661** | [NOTE 12 – Employee Benefit Plans](index=53&type=section&id=NOTE%2012%20%E2%80%93%20Employee%20Benefit%20Plans) This note details the Corporation's 401(k), Pension, and Postretirement Benefits Plans, including associated expenses Employee Benefit Plan Expenses (in thousands) | Plan | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | 401(k) Retirement Plan expense | $3,600 | $3,400 | $7,100 | $6,600 | | Net periodic pension cost | $(211) | $(186) | $(421) | $(372) | | Net periodic postretirement benefit | $(127) | $(127) | $(254) | $(252) | - The Corporation recognizes the funded status of its Pension Plan and Postretirement Plan on the Consolidated Balance Sheets, with changes recognized through OCI[120](index=120&type=chunk) [NOTE 13 - Segment Reporting](index=53&type=section&id=NOTE%2013%20-%20Segment%20Reporting) This note clarifies the Corporation operates as a single reportable segment, with performance assessed on consolidated net income - The Corporation has one reportable segment, generating revenue primarily from interest income on loans and investments, and fee income[121](index=121&type=chunk) - The Chief Operating Decision Maker assesses segment performance based on net income available to common shareholders and diluted EPS[123](index=123&type=chunk) [NOTE 14 – Commitments and Contingencies](index=55&type=section&id=NOTE%2014%20%E2%80%93%20Commitments%20and%20Contingencies) This note outlines the Corporation's commitments, including credit extensions, letters of credit, and legal proceedings Commitments to Extend Credit and Letters of Credit (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :---------------- | | Commitments to extend credit | $8,861,986 | $8,828,595 | | Standby letters of credit | $295,973 | $279,309 | | Commercial letters of credit | $36,449 | $48,993 | - The Corporation maintains a reserve for estimated losses related to residential mortgage loans sold to investors, totaling **$1.4 million** as of June 30, 2025[131](index=131&type=chunk) - The Corporation is involved in various legal proceedings and regulatory inquiries, but believes any resulting liabilities will not have a material adverse effect on its financial condition, though outcomes are unpredictable[132](index=132&type=chunk)[135](index=135&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition and results, including key performance indicators and the Republic First Bank acquisition [Overview](index=57&type=section&id=OVERVIEW) This overview describes Fulton Financial Corporation as a financial holding company providing consumer and commercial services - Fulton Financial Corporation is a financial holding company providing consumer and commercial financial services in Pennsylvania, Delaware, Maryland, New Jersey, and Virginia through its banking subsidiary[138](index=138&type=chunk) - The majority of revenue is generated through net interest income, supplemented by fee income and gains on asset sales, offset by credit loss provisions, non-interest expenses, and income taxes[139](index=139&type=chunk) [H.R. 1 (Tax Law Impact)](index=57&type=section&id=H.R.%201) This section addresses the impact of H.R. 1 (Tax Law) on the Corporation's financial statements - President Trump signed H.R. 1 into law on July 4, 2025, extending or reinstating certain tax provisions, but the Corporation does not expect a material impact on its Consolidated Financial Statements[140](index=140&type=chunk) [Financial Highlights](index=57&type=section&id=Financial%20Highlights) This section summarizes key earnings and performance ratios, including net income, EPS, and return on assets Summary of Earnings and Selected Performance Ratios | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income | $99,198 | $94,975 | $192,185 | $156,916 | | Net income available to common shareholders | $96,636 | $92,413 | $187,061 | $151,792 | | Diluted EPS | $0.53 | $0.52 | $1.02 | $0.89 | | Return on average assets, annualized | 1.25% | 1.24% | 1.21% | 1.08% | | Net interest margin (FTE) | 3.47% | 3.43% | 3.45% | 3.37% | | Efficiency ratio | 57.1% | 62.6% | 56.9% | 62.9% | | Non-performing assets to total assets | 0.67% | 0.55% | 0.67% | 0.55% | | Net charge-offs to average loans, annualized | 0.20% | 0.19% | 0.20% | 0.18% | - Net income available to common shareholders increased by **$4.2 million** to **$96.6 million** for the three months ended June 30, 2025, and by **$35.3 million** to **$187.1 million** for the six months ended June 30, 2025, compared to the same periods in 2024[143](index=143&type=chunk)[144](index=144&type=chunk) - For the six months ended June 30, 2025, NIM increased by **8 bps** to **3.45%**, net interest income increased by **$57.5 million** to **$506.1 million**, and the provision for credit losses was **$22.5 million**[148](index=148&type=chunk) [Acquisition of Republic First Bank](index=58&type=section&id=Acquisition%20of%20Substantially%20all%20of%20the%20Assets%20and%20Assumption%20of%20Substantially%20all%20of%20the%20Deposits%20and%20Certain%20Liabilities%20of%20Republic%20First%20Bank%20from%20the%20FDIC) This section details the acquisition of Republic First Bank's assets and liabilities by Fulton Bank - Fulton Bank completed the Republic First Transaction on the Acquisition Date, acquiring approximately **$4.8 billion** in assets and assuming **$5.6 billion** in liabilities from Republic First Bank, with **$0.8 billion** cash received from the FDIC[142](index=142&type=chunk) [Critical Accounting Policies](index=58&type=section&id=Critical%20Accounting%20Policies) This section refers to the Corporation's critical accounting policies detailed in its Annual Report on Form 10-K - The Corporation's critical accounting policies, which involve significant management judgments and estimates, are detailed in its Annual Report on Form 10-K for the year ended December 31, 2024[145](index=145&type=chunk)[146](index=146&type=chunk) [Supplemental Reporting of Non-GAAP Based Financial Measures](index=58&type=section&id=Supplemental%20Reporting%20of%20Non-GAAP%20Based%20Financial%20Measures) This section provides non-GAAP financial measures to offer additional insights into performance and trends - The report includes non-GAAP financial measures to provide useful comparative information and assess trends, consistent with internal evaluations and industry practices, but these should not substitute GAAP measures[147](index=147&type=chunk)[149](index=149&type=chunk) Reconciliation of Non-GAAP Financial Measures (Six Months Ended June 30, 2025 vs. 2024) | Item (in thousands, except per share data) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------ | :--------------------------- | :--------------------------- | | Operating net income available to common shareholders | $196,093 | $147,857 | | Operating net income available to common shareholders, per share (diluted) | $1.07 | $0.87 | | Operating net income | $201,217 | $152,981 | | Operating return on average assets | 1.27% | 1.06% | | Adjusted net income available to common shareholders | $196,273 | $148,066 | | Operating return on average common shareholders' equity (tangible) | 16.11% | 14.40% | | Operating non-interest expense | $370,478 | $364,681 | | Total revenue | $651,088 | $579,969 | | Efficiency ratio | 56.9% | 62.9% | [Results of Operations (Three months ended June 30, 2025 vs. 2024)](index=61&type=section&id=RESULTS%20OF%20OPERATIONS%20%28Three%20months%20ended%20June%2030%2C%202025%20compared%20to%20the%20three%20months%20ended%20June%2030%2C%202024%29) This section analyzes the Corporation's financial performance for the three months ended June 30, 2025, across key income and expense categories [Net Interest Income](index=61&type=section&id=Net%20Interest%20Income%20%28Three%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section analyzes the changes in net interest income, interest income, and interest expense for the three-month period - FTE net interest income increased by **$13.0 million** to **$259.3 million** for the three months ended June 30, 2025, with NIM increasing by **4 bps** to **3.47%**[152](index=152&type=chunk) - Total interest income increased by **$2.1 million**, driven by a **$175.2 million** increase from volume changes (largely average net loans from Republic First Transaction), partially offset by a **$173.1 million** decrease from lower yields[155](index=155&type=chunk) - Interest expense decreased by **$10.9 million**, primarily due to a **$139.4 million** decrease from lower interest rates, partially offset by a **$128.4 million** increase from volume changes (average time and savings deposits from Republic First Transaction)[157](index=157&type=chunk) - Average net loans increased by **$553.8 million (2.4%)** to **$23.9 billion**, partly due to the Republic First Transaction, while the yield on total loans decreased by **26 bps** to **5.86%**[159](index=159&type=chunk)[160](index=160&type=chunk) - Average total deposits increased by **$1.5 billion (6.0%)** to **$26.1 billion**, primarily from savings, interest-bearing demand, and time deposits, partly due to the Republic First Transaction. The cost of deposits decreased by **16 bps** to **1.98%**[161](index=161&type=chunk)[162](index=162&type=chunk) - Average total borrowings and other interest-bearing liabilities decreased by **$685.4 million (28.1%)** to **$1.8 billion**, mainly due to decreases across various borrowing types, including the retirement of **$168.8 million** in subordinated notes in November 2024[163](index=163&type=chunk)[164](index=164&type=chunk) [Provision for Credit Losses](index=64&type=section&id=Provision%20for%20Credit%20Losses%20%28Three%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section details the provision for credit losses and the Allowance for Credit Losses (ACL) for the three-month period - The provision for credit losses was **$8.6 million** for the three months ended June 30, 2025, down from **$32.1 million** in the same period of 2024. The ACL attributable to net loans was **$377.3 million (1.57% of total net loans)** as of June 30, 2025[165](index=165&type=chunk) [Non-Interest Income](index=66&type=section&id=Non-Interest%20Income%20%28Three%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section analyzes changes in non-interest income, highlighting key drivers and contributing factors - Total non-interest income decreased by **$23.8 million (25.6%)** to **$69.1 million**, primarily due to the absence of a **$47.4 million** gain on acquisition and a **$20.3 million** investment securities loss in the prior year[167](index=167&type=chunk) - Excluding these items, non-interest income increased by **$3.3 million (5.0%)**, driven by a **$1.4 million** increase in cash management fees and a **$1.3 million** increase in wealth management revenues[167](index=167&type=chunk) [Non-Interest Expense](index=67&type=section&id=Non-Interest%20Expense%20%28Three%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section analyzes changes in non-interest expense, focusing on cost savings and contributing factors - Total non-interest expense decreased by **$6.7 million (3.3%)** to **$192.8 million**[169](index=169&type=chunk) - Excluding the gain on Sale-Leaseback Transaction, FultonFirst implementation, and acquisition-related expenses, non-interest expense decreased by **$6.5 million (3.3%)**, mainly due to decreases in salaries and employee benefits (**$2.1 million**), data processing and software (**$2.1 million**), FDIC insurance (**$1.7 million**), and net occupancy (**$1.4 million**), largely from cost savings related to the Republic First Transaction and FultonFirst initiative[169](index=169&type=chunk) [Income Taxes](index=67&type=section&id=Income%20Taxes%20%28Three%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section details the income tax expense and effective tax rate for the three-month period - Income tax expense increased by **$15.3 million** to **$23.5 million**, with the effective tax rate (ETR) rising to **19.1%** from **7.9%** in the prior year (**14.7%** excluding the gain on acquisition)[170](index=170&type=chunk) [Results of Operations (Six months ended June 30, 2025 vs. 2024)](index=68&type=section&id=RESULTS%20OF%20OPERATIONS%20%28Six%20months%20ended%20June%2030%2C%202025%20compared%20to%20the%20six%20months%20ended%20June%2030%2C%202024%29) This section analyzes the Corporation's financial performance for the six months ended June 30, 2025, across key income and expense categories [Net Interest Income](index=68&type=section&id=Net%20Interest%20Income%20%28Six%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section analyzes the changes in net interest income, interest income, and interest expense for the six-month period - FTE net interest income increased by **$57.0 million** to **$514.8 million** for the six months ended June 30, 2025, with NIM increasing by **8 bps** to **3.45%**[171](index=171&type=chunk) - Total interest income increased by **$61.9 million (8.3%)**, driven by a **$148.9 million** increase from volume changes (primarily average net loans from Republic First Transaction), partially offset by an **$87.0 million** decrease from lower yields[174](index=174&type=chunk) - Interest expense increased by **$4.8 million**, driven by a **$51.5 million** increase from volume changes (average savings, money market, and time deposits from Republic First Transaction), partially offset by a **$46.7 million** decrease from lower interest rates[176](index=176&type=chunk) - Average net loans increased by **$1.6 billion (7.1%)** to **$24.0 billion**, largely due to the Republic First Transaction, while the yield on total loans decreased by **16 bps** to **5.86%**[178](index=178&type=chunk)[179](index=179&type=chunk) - Average total deposits increased by **$3.1 billion (13.6%)** to **$26.1 billion**, primarily from interest-bearing demand, savings, and money market deposits, partly due to the Republic First Transaction. The cost of deposits decreased by **4 bps** to **2.01%**[180](index=180&type=chunk)[181](index=181&type=chunk) - Average total borrowings and other interest-bearing liabilities decreased by **$769.5 million (30.5%)** to **$1.8 billion**, mainly due to decreases across various borrowing types, including the retirement of **$168.8 million** in subordinated notes in November 2024[182](index=182&type=chunk)[183](index=183&type=chunk) [Provision for Credit Losses](index=71&type=section&id=Provision%20for%20Credit%20Losses%20%28Six%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section details the provision for credit losses for the six-month period, highlighting the Republic First Transaction impact - The provision for credit losses was **$22.5 million** for the six months ended June 30, 2025, a **$20.5 million** decrease from **$43.0 million** in the same period of 2024, primarily due to a **$23.4 million** provision for non-PCD loans from the Republic First Transaction in Q2 2024[184](index=184&type=chunk) [Non-Interest Income](index=73&type=section&id=Non-Interest%20Income%20%28Six%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section analyzes changes in non-interest income, highlighting key drivers and contributing factors - Total non-interest income decreased by **$13.8 million (9.2%)** to **$136.4 million**, primarily due to the absence of a **$47.4 million** gain on acquisition and a **$20.3 million** investment securities loss in the prior year[186](index=186&type=chunk) - Excluding these items, non-interest income increased by **$13.4 million (10.9%)**, driven by increases in wealth management revenues (**$2.9 million**), cash management fees (**$2.9 million**), and income from equity method investments (**$4.5 million**)[186](index=186&type=chunk) [Non-Interest Expense](index=74&type=section&id=Non-Interest%20Expense%20%28Six%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section analyzes changes in non-interest expense, focusing on intangible amortization and employee benefits - Total non-interest expense increased by **$5.2 million (1.4%)** to **$382.3 million**[188](index=188&type=chunk) - Excluding the gain on Sale-Leaseback Transaction, FultonFirst implementation, and acquisition-related expenses, non-interest expense increased by **$11.3 million (3.0%)**, largely due to increases in intangible amortization (**$6.5 million** from CDI amortization related to Republic First Transaction) and salaries and employee benefits (**$6.2 million** from incentive compensation and merit increases)[188](index=188&type=chunk) [Income Taxes](index=74&type=section&id=Income%20Taxes%20%28Six%20months%20ended%20June%2030%2C%202025%20vs.%202024%29) This section details the income tax expense and effective tax rate for the six-month period - The effective tax rate (ETR) was **19.2%** for the six months ended June 30, 2025, up from **12.2%** in the prior year (**16.6%** excluding the gain on acquisition)[189](index=189&type=chunk) [Financial Condition (June 30, 2025 vs. December 31, 2024)](index=75&type=section&id=FINANCIAL%20CONDITION%20%28June%2030%2C%202025%20compared%20to%20December%2031%2C%202024%29) This section analyzes the Corporation's financial position, covering investment securities, loans, deposits, borrowings, and regulatory capital [Investment Securities](index=75&type=section&id=Investment%20Securities%20%28Financial%20Condition%29) This section details changes in the Corporation's investment securities portfolio, including AFS and HTM categories Investment Securities Carrying Amount (June 30, 2025 vs. December 31, 2024, in thousands) | Item | June 30, 2025 | December 31, 2024 | Change | % Change | | :-------------------------------- | :-------------- | :---------------- | :----- | :------- | | Total AFS investment securities | $3,619,869 | $3,410,899 | $208,970 | 6.1% | | Total HTM securities | $1,473,158 | $1,395,569 | $77,589 | 5.6% | | **Total Investment Securities** | **$5,093,027** | **$4,806,468** | **$286,559** | **6.0%** | - The increase in AFS securities was primarily due to a **$383.4 million** increase in collateralized mortgage obligations, partially offset by decreases in residential mortgage-backed, state and municipal, and corporate debt securities[191](index=191&type=chunk) - The increase in HTM securities was driven by an **$81.1 million** increase in residential mortgage-backed securities[192](index=192&type=chunk) [Loans](index=76&type=section&id=Loans%20%28Financial%20Condition%29) This section analyzes the loan portfolio composition, non-accrual loans, and non-performing assets Ending Net Loans Outstanding by Type (June 30, 2025 vs. December 31, 2024, in thousands) | Loan Type | June 30, 2025 | December 31, 2024 | Change | % Change | | :------------------------------ | :-------------- | :---------------- | :----- | :------- | | Real estate - commercial mortgage | $9,678,038 | $9,601,858 | $76,180 | 0.8% | | Commercial and industrial | $4,541,765 | $4,605,589 | $(63,824) | -1.4% | | Real estate - residential mortgage | $6,511,687 | $6,349,643 | $162,044 | 2.6% | | Real estate - home equity | $1,193,410 | $1,160,616 | $32,794 | 2.8% | | Real estate - construction | $1,155,099 | $1,394,899 | $(239,800) | -17.2% | | Consumer | $583,949 | $616,856 | $(32,907) | -5.3% | | Leases and other loans | $348,591 | $315,458 | $33,133 | 10.5% | | **Net loans** | **$24,012,539** | **$24,044,919** | **$(32,380)** | **-0.1%** | - Net loans decreased by **$32.4 million (0.1%)**, primarily due to decreases in construction loans (**$239.8 million**) and commercial and industrial loans (**$63.8 million**), partially offset by increases in residential mortgage loans (**$162.0 million**) and commercial mortgage loans (**$76.2 million**)[193](index=193&type=chunk) - Commercial mortgage and construction loans comprised approximately **$10.8 billion (45.1%)** of the loan portfolio as of June 30, 2025[194](index=194&type=chunk) Non-Accrual Loans Activity (Six Months Ended June 30, 2025, in thousands) | Item | Commercial and Industrial | Real Estate - Commercial Mortgage | Real Estate - Construction | Real Estate - Residential Mortgage | Real Estate - Home Equity | Leases and Other Loans | Total | | :-------------------------- | :------------------------ | :-------------------------------- | :------------------------- | :--------------------------------- | :------------------------ | :--------------------- | :------ | | Balance at Dec 31, 2024 | $42,217 | $99,497 | $1,746 | $25,400 | $8,599 | $11,834 | $189,293 | | Additions | $25,695 | $85,360 | $25,980 | $5,217 | $3,917 | $1,925 | $148,094 | | Payments | $(19,107) | $(77,423) | $(2,534) | $(3,173) | $(1,818) | $(9,797) | $(113,852) | | Charge-offs | $(9,645) | $(18,508) | $(100) | $(601) | $(3,309) | $(1,924) | $(34,087) | | Transfers to accrual status | $(45) | $(4,891) | $— | $(82) | $(304) | $— | $(5,322) | | Transfers to OREO | $— | $— | $(240) | $(944) | $— | $— | $(1,184) | | **Balance at June 30, 2025** | **$39,115** | **$84,035** | **$24,852** | **$25,817** | **$7,085** | **$2,038** | **$182,942** | - Non-accrual loans decreased by **$6.4 million (3.4%)** to **$182.9 million**, representing **0.76%** of total net loans as of June 30, 2025[200](index=200&type=chunk) Non-Performing Assets (June 30, 2025 vs. December 31, 2024, in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Non-accrual loans | $182,942 | $189,293 | | Loans 90 days or more past due and still accruing | $29,949 | $30,781 | | **Total non-performing loans** | **$212,891** | **$220,074** | | OREO | $2,706 | $2,621 | | **Total non-performing assets** | **$215,597** | **$222,695** | | Non-accrual loans to total net loans | 0.76% | 0.79% | | Non-performing loans to total net loans | 0.89% | 0.92% | | Non-performing assets to total assets | 0.67% | 0.69% | | ACL - loans to non-performing loans | 177% | 172% | - Total criticized and classified loans decreased by **$149.1 million** to **$1.69 billion**, driven by a **$190.1 million** decrease in special mention loans, partially offset by a **$41.0 million** increase in substandard or lower loans[205](index=205&type=chunk) [Deposits and Borrowings](index=85&type=section&id=Deposits%20and%20Borrowings%20%28Financial%20Condition%29) This section details changes in the Corporation's deposit base and borrowing activities Ending Deposits by Type (June 30, 2025 vs. December 31, 2024, in thousands) | Deposit Type | June 30, 2025 | December 31, 2024 | Change | % Change | | :-------------------------- | :-------------- | :---------------- | :----- | :------- | | Noninterest-bearing demand | $5,337,771 | $5,499,760 | $(161,989) | -2.9% | | Interest-bearing demand | $7,593,083 | $7,843,604 | $(250,521) | -3.2% | | Savings and money market deposits | $8,271,925 | $7,792,114 | $479,811 | 6.2% | | Brokered deposits | $817,398 | $843,857 | $(26,459) | -3.1% | | Time deposits | $4,117,890 | $4,150,098 | $(32,208) | -0.8% | | **Total deposits** | **$26,138,067** | **$26,129,433** | **$8,634** | **0.0%** | - Total deposits increased by **$8.6 million**, driven by a **$479.8 million** increase in savings and money market deposits, partially offset by decreases in interest-bearing demand, noninterest-bearing demand, and time deposits[211](index=211&type=chunk) - Total uninsured deposits were estimated at **$9.2 billion** as of June 30, 2025, down from **$9.4 billion** at December 31, 2024[212](index=212&type=chunk) Ending Borrowings by Type (June 30, 2025 vs. December 31, 2024, in thousands) | Borrowing Type | June 30, 2025 | December 31, 2024 | Change | % Change | | :------------------------------ | :-------------- | :---------------- | :----- | :------- | | FHLB advances | $800,000 | $850,000 | $(50,000) | -5.9% | | Senior debt and subordinated debt | $367,476 | $367,316 | $160 | 0.0% | | Other borrowings | $606,424 | $564,732 | $41,692 | 7.4% | | **Total borrowings** | **$1,773,900** | **$1,782,048** | **$(8,148)** | **-0.5%** | - Total borrowings decreased by **$8.1 million (0.5%)**, primarily due to a **$50.0 million** decrease in FHLB advances, partially offset by a **$41.7 million** increase in other borrowings[214](index=214&type=chunk) [Shareholders' Equity](index=86&type=section&id=Shareholders%27%20Equity%20%28Financial%20Condition%29) This section discusses changes in shareholders' equity, including share repurchase programs and public offerings - The Board approved a 2025 Repurchase Program authorizing up to **$125.0 million** for common stock repurchases, with up to **$25.0 million** also available for preferred stock and Subordinated Notes due 2030[215](index=215&type=chunk)[216](index=216&type=chunk) - During the six months ended June 30, 2025, **553,767 shares** of common stock were repurchased under the program at a total cost of **$9.0 million ($16.28 per share)**[217](index=217&type=chunk) - In May 2024, the Corporation completed a public offering of **19,166,667 common shares**, generating approximately **$272.6 million** in net proceeds[218](index=218&type=chunk) [Regulatory Capital](index=86&type=section&id=Regulatory%20Capital) This section outlines the Corporation's regulatory capital ratios and compliance with minimum requirements - The Corporation and Fulton Bank are subject to Capital Rules requiring minimum Common Equity Tier 1, Tier 1 Leverage, and Total capital ratios, along with a **2.50%** capital conservation buffer[219](index=219&type=chunk)[220](index=220&type=chunk) - As of June 30, 2025, the Corporation's capital levels met all minimum regulatory requirements, including capital conservation buffers[221](index=221&type=chunk) Corporation's Capital Ratios vs. Regulatory Requirements (June 30, 2025 vs. December 31, 2024) | Capital Ratio | June 30, 2025 | December 31, 2024 | Regulatory Minimum for Capital Adequacy | With Capital Conservation Buffer | | :------------------------------------------ | :-------------- | :---------------- | :------------------------------------ | :------------------------------- | | Total Risk-Based Capital (to Risk-Weighted Assets) | 14.7% | 14.3% | 8.0% | 10.5% | | Tier I Risk-Based Capital (to Risk-Weighted Assets) | 12.1% | 11.5% | 6.0% | 8.5% | | Common Equity Tier I (to Risk-Weighted Assets) | 11.3% | 10.8% | 4.5% | 7.0% | | Tier I Leverage Capital (to Average Assets) | 9.4% | 9.0% | 4.0% | 4.0% | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=88&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the Corporation's management of market risk, focusing on interest rate risk, liquidity, and debt security price risk [Interest Rate Risk, Asset/Liability Management and Liquidity](index=88&type=section&id=Interest%20Rate%20Risk%2C%20Asset%2FLiability%20Management%20and%20Liquidity) This section discusses interest rate risk management through simulations and ALCO's role in balance sheet strategies - Interest rate risk impacts the Corporation's liquidity and can cause fluctuations in net interest income and economic value of equity[225](index=225&type=chunk) - The Asset/Liability Management Committee (ALCO) reviews interest rate sensitivity and liquidity, approves policies, and oversees balance sheet strategies[226](index=226&type=chunk) - The Corporation uses net interest income simulations (12-month period) and economic value of equity estimates to measure and manage interest rate risk, with policy limits for potential exposure[227](index=227&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk)[231](index=231&type=chunk) Expected Impact of Rate-Ramp Scenarios on Net Interest Income (June 30, 2025) | Rate Ramp | Annual change in net interest income | % change in net interest income | | :-------- | :--------------------------------- | :------------------------------ | | +400 bp | +$33.5 million | +3.0% | | +300 bp | +$27.1 million | +2.4% | | +200 bp | +$20.3 million | +1.8% | | +100 bp | +$12.3 million | +1.1% | | –100 bp | -$7.9 million | -0.7% | | –200 bp | -$15.3 million | -1.4% | | –300 bp | -$22.6 million | -2.0% | | –400 bp | -$30.6 million | -2.7% | Expected Impact of Parallel Instantaneous Rate Shocks on Net Interest Income (June 30, 2025) | Rate Shock | Annual change in net interest income | % change in net interest income | | :--------- | :--------------------------------- | :------------------------------ | | +400 bp | +$60.4 million | +5.4% | | +300 bp | +$51.0 million | +4.6% | | +200 bp | +$40.6 million | +3.6% | | +100 bp | +$27.2 million | +2.4% | | –100 bp | -$19.5 million | -1.7% | | –200 bp | -$37.1 million | -3.3% | | –300 bp | -$55.7 million | -5.0% | | –400 bp | -$88.6 million | -7.9% | [Interest Rate Derivatives](index=90&type=section&id=Interest%20Rate%20Derivatives) This section explains the Corporation's use of interest rate derivatives to manage risk with customers and dealers - The Corporation uses interest rate derivatives with commercial loan customers and simultaneously with dealer counterparties to manage interest rate risk, resulting in customers paying a fixed rate and the Corporation receiving a floating rate[232](index=232&type=chunk) [Cash Flow Hedges](index=90&type=section&id=Cash%20Flow%20Hedges) This section describes how cash flow hedges reduce volatility in net interest income and expense, with unrealized gains/losses in AOCI - Interest rate derivatives designated as cash flow hedges reduce volatility in net interest income and expense, with unrealized gains/losses recorded in AOCI and reclassified to interest income/expense as hedged transactions affect earnings[233](index=233&type=chunk)[234](index=234&type=chunk) - Following the termination of **$1.0 billion** in cash flow hedges in January 2023, **$6.5 million** of unrealized losses were reclassified as a reduction to interest income on loans for the six months ended June 30, 2025[235](index=235&type=chunk) [Liquidity](index=90&type=section&id=Liquidity) This section outlines the Corporation's liquidity management strategies, including primary and secondary funding sources - The Corporation maintains liquidity through scheduled payments, deposits, and borrowings, supplemented by secondary sources like FHLB and FRB credit facilities, and federal funds lines[236](index=236&type=chunk)[237](index=237&type=chunk) - As of June 30, 2025, Fulton Bank had approximately **$6.3 billion** in available borrowing capacity with the FHLB, **$2.6 billion** in federal funds lines (no amounts outstanding), and **$3.9 billion** in collateralized borrowing capacity at the FRB discount window (no amounts outstanding)[238](index=238&type=chunk)[239](index=239&type=chunk) - Operating activities generated **$92.5 million** in cash for the six months ended June 30, 2025, while investing and financing activities used **$270.0 million** and **$81.7 million**, respectively[243](index=243&type=chunk) [Debt Security Market Price Risk](index=91&type=section&id=Debt%20Security%20Market%20Price%20Risk) This section addresses debt security market price risk, focusing on U.S. government-sponsored agency mortgage-backed securities - Debt security market price risk arises from changes in debt security values unrelated to interest rates. The Corporation's investments are primarily U.S. government-sponsored agency mortgage-backed securities and collateralized mortgage obligations, state and municipal securities, and corporate debt securities[244](index=244&type=chunk) - All mortgage-backed securities and collateralized mortgage obligations have principal payments guaranteed by U.S. government-sponsored agencies[244](index=244&type=chunk) [State and Municipal Securities](index=91&type=section&id=State%20and%20Municipal%20Securities) This section details the Corporation's holdings in state and municipal securities, emphasizing their credit support - As of June 30, 2025, the Corporation held **$774.7 million** in state and municipal securities, with approximately **100%** supported by the general obligation of the issuing states or municipalities, and **75%** being school district issuances[245](index=245&type=chunk) [Item 4. Controls and Procedures](index=91&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the Corporation's disclosure controls and procedures as evaluated by management - The Corporation's Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of June 30, 2025[246](index=246&type=chunk) [PART II. OTHER INFORMATION](index=92&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, risk factors, equity sales, and other relevant information [Item 1. Legal Proceedings](index=92&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates legal proceedings information by reference from Note 14 of the financial statements - Information on legal proceedings is incorporated by reference from Note 14 'Commitments and Contingencies' in the Notes to Consolidated Financial Statements[247](index=247&type=chunk) [Item 1A. Risk Factors](index=92&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to previously disclosed risk factors - No material changes to the risk factors previously disclosed in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024[248](index=248&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=92&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the 2025 Repurchase Program, including authorization limits and shares repurchased Share Repurchase Activity (April 1, 2025 to June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | :------------------------------ | :----------------------------- | :--------------------------- | :----------------------------------------------------------------------------- | :----------------------------------------------------------------------------- | | April 1, 2025 to April 30, 2025 | 500,000 | $16.15 | 500,000 | $116,368,940 | | May 1, 2025 to May 31, 2025 | — | — | — | $116,368,940 | | June 1, 2025 to June 30, 2025 | 22,300 | $17.17 | 22,300 | $115,986,150 | - The 2025 Repurchase Program authorizes repurchases of up to **$125.0 million** of common stock, with up to **$25.0 million** also available for preferred stock and Subordinated Notes due 2030[249](index=249&type=chunk)[250](index=250&type=chunk) - During the six months ended June 30, 2025, **553,767 common shares** were repurchased for **$9.0 million ($16.28 per share)**[252](index=252&type=chunk) [Item 3. Defaults Upon Senior Securities](index=92&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is marked as not applicable [Item 4. Mine Safety Disclosures](index=92&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is marked as not applicable [Item 5. Other Information](index=92&type=section&id=Item%205.%20Other%20Information) This section discloses a director's Rule 10b5-1 trading arrangement for common stock sales - On June 13, 2025, E. Philip Wenger, a director, adopted a Rule 10b5-1 trading arrangement to sell up

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _____________. OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Net loss improved to $25.3 million in Q2 2025, with total assets at $6.21 billion and equity declining 13.3% Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | $6,208,726 | $6,344,028 | (2.1)% | | Total Liabilities | $5,769,676 | $5,837,417 | (1.2)% | | Total Equity | $439,050 | $506,611 | (13.3)% | Consolidated Statement of Operations Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Net Revenues | $282,537 | $265,390 | $556,158 | $488,175 | | Total Expenses | $314,871 | $342,547 | $634,596 | $650,496 | | Net Loss | $(25,273) | $(65,853) | $(65,969) | $(137,357) | | Diluted EPS | $(0.06) | $(0.18) | $(0.17) | $(0.37) | Consolidated Statement of Cash Flows Highlights (Six Months Ended, in thousands) | Cash Flow Activity | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(112,263) | $(556,814) | | Net Cash Provided by Investing Activities | $11,517 | $488,127 | | Net Cash Provided by (Used in) Financing Activities | $51,626 | $(45,959) | | Net Change in Cash | $(49,120) | $(114,646) | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, a $20.0 million cybersecurity insurance receivable, loan sale concentration, and capital compliance - In January 2024, a cybersecurity incident led to **$15.0 million** in insurance reimbursements in 2024 and an additional **$20.0 million** receivable expected in 2025[29](index=29&type=chunk)[30](index=30&type=chunk) - Significant concentration risk exists with three investors accounting for **36%**, **14%**, and **12%** of total loan sales for the six months ended June 30, 2025[40](index=40&type=chunk) - The company operates as a single reportable segment, with performance evaluated by the CODM based on consolidated net income (loss)[135](index=135&type=chunk)[136](index=136&type=chunk) - As of June 30, 2025, the company complied with all regulatory capital and liquidity requirements, with a minimum adjusted net worth of **$337.8 million**[134](index=134&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes improved Q2 2025 performance to 'Vision 2025', with net loss narrowing to $25.3 million from revenue growth and expense reduction Key Performance Indicators (Q2 2025 vs Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Loan Originations | $6.73B | $6.09B | | Gain on Sale Margin | 3.11% | 3.06% | | Pull-through Weighted Gain on Sale Margin | 3.30% | 3.22% | | Total Servicing Portfolio (UPB) | $117.5B | $114.3B | - The decrease in net loss for Q2 2025 was primarily due to a **$27.7 million** decrease in total expenses and a **$17.1 million** increase in total net revenues compared to Q2 2024[156](index=156&type=chunk) - General and administrative expenses decreased by **$33.4 million (45.7%)** in Q2 2025 compared to Q2 2024, mainly due to **$26.6 million** in costs related to the Cybersecurity Incident in the prior year[164](index=164&type=chunk)[165](index=165&type=chunk) - As of June 30, 2025, the company had **$408.6 million** in unrestricted cash and cash equivalents and an additional **$1.6 billion** in available capacity under its warehouse and other lines of credit[187](index=187&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risks include interest rate, credit, and prepayment risks, actively managed through hedging instruments and stringent underwriting - The company's principal market exposure is interest rate risk, which affects the value of LHFS, IRLCs, servicing rights, and hedging instruments[227](index=227&type=chunk) - To manage interest rate risk on IRLCs and LHFS, the company enters into hedging instruments, such as forward sale contracts, which are expected to experience changes in fair value opposite to the hedged items[229](index=229&type=chunk) - Credit risk is managed through strict underwriting guidelines, with the company providing representations and warranties on sold loans that could lead to repurchase obligations if breached[230](index=230&type=chunk)[231](index=231&type=chunk) [Item 4. Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including CEO and CFO, concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures are effective at a reasonable assurance level[237](index=237&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, these controls[238](index=238&type=chunk) [PART II. OTHER INFORMATION](index=56&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal and regulatory matters, including a cybersecurity class action settlement and ongoing employment and stockholder derivative litigation - The company is a defendant in a consolidated class action lawsuit related to the January 2024 Cybersecurity Incident, with a settlement agreement receiving preliminary court approval on January 13, 2025[124](index=124&type=chunk) - In a securities class action lawsuit related to the company's IPO, the court granted final approval of a settlement on May 24, 2024, though one class member has filed a notice of appeal[126](index=126&type=chunk) [Item 1A. Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) 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 - No material changes in risk factors were reported from the company's 2024 Form 10-K[241](index=241&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q2 2025, the company issued 4,897,323 shares of Class A common stock through conversions of Class C common stock and Holdco Units, exempt from registration - In Q2 2025, the company issued a total of **4,897,323** shares of Class A common stock upon the conversion of Class C common stock and Holdco Units[243](index=243&type=chunk)[244](index=244&type=chunk)

[Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements Overview](index=4&type=section&id=Forward-Looking%20Statements%20Overview) This section cautions that forward-looking statements are based on current expectations and projections, subject to risks and uncertainties, and actual results may differ materially - Forward-looking statements are identified by terms such as **'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'plans,' 'may,' 'will,' 'potential,' 'projects,' 'predicts,' 'continue,' or 'should,'** or their negative variations[9](index=9&type=chunk) - These statements are based on current expectations and projections about future events and trends that may affect financial condition, results of operations, business strategy, and financial needs[10](index=10&type=chunk) - They are subject to known and unknown risks, uncertainties, and assumptions, including those described in the 'Risk Factors' section, and actual results may differ materially and adversely[10](index=10&type=chunk) - Specific areas covered include financial performance, funding, system development, sales/marketing, personnel, customer attraction, product development, competition, cybersecurity, AI risks, regulatory compliance, intellectual property rights, and future stock prices[11](index=11&type=chunk)[15](index=15&type=chunk) [PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Health In Tech, Inc.'s unaudited condensed consolidated financial statements for the periods ended June 30, 2025, and December 31, 2024, along with accompanying notes - The financial statements are unaudited and prepared in accordance with GAAP and SEC rules for interim financial information[35](index=35&type=chunk) - The section includes Condensed Consolidated Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Equity, and Statements of Cash Flows[7](index=7&type=chunk) - Notes to the financial statements provide context on the company's organization, significant accounting policies, loans receivable, stockholders' equity, commitments and contingencies, income taxes, and stock-based compensation[7](index=7&type=chunk)[32](index=32&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) Key Balance Sheet Data | Metric | June 30, 2025 | December 31, 2024 | Change | Change (%) | | :-------------------------------- | :-------------- | :---------------- | :----- | :--------- | | Total assets | $22,178,250 | $15,768,489 | +$6,409,761 | +40.65% | | Total liabilities | $5,754,647 | $2,599,461 | +$3,155,186 | +121.38% | | Total stockholders' equity | $16,423,603 | $13,169,028 | +$3,254,575 | +24.71% | | Cash and cash equivalents | $8,138,166 | $7,849,248 | +$288,918 | +3.68% | | Accounts receivable, net | $1,281,131 | $1,647,103 | -$365,972 | -22.22% | | Other receivables | $3,854,834 | $500,252 | +$3,354,582 | +670.58% | | Software | $5,519,110 | $3,962,461 | +$1,556,649 | +39.29% | | Accounts payable and accrued expenses | $4,327,475 | $1,858,840 | +$2,468,635 | +132.86% | | Other current liabilities | $955,743 | — | +$955,743 | N/A | - The increase in total assets was mainly driven by a significant rise in other receivables due to the purchase of Deferred Administrative Surplus and increased software capitalization[177](index=177&type=chunk)[178](index=178&type=chunk) - Total liabilities increased substantially, primarily due to a payable related to the Deferred Administrative Surplus purchase and higher accounts payable reflecting business expansion[179](index=179&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Key Statements of Operations Data | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $9,313,849 | $5,002,490 | $17,328,833 | $10,127,421 | | Cost of revenues | $3,003,979 | $974,727 | $5,663,564 | $1,964,638 | | Gross profit | $6,309,870 | $4,027,763 | $11,665,269 | $8,162,783 | | Total operating expenses | $5,584,800 | $3,492,827 | $10,459,541 | $7,295,425 | | Net income | $630,631 | $338,007 | $1,129,223 | $438,543 | | Basic EPS | $0.01 | $0.01 | $0.02 | $0.01 | | Diluted EPS | $0.01 | $0.01 | $0.02 | $0.01 | - Total revenues increased by **86.2%** for the three months ended June 30, 2025, and **71.1%** for the six months ended June 30, 2025, compared to the respective prior periods[181](index=181&type=chunk)[196](index=196&type=chunk) - Net income increased by **86.6%** for the three months ended June 30, 2025, and **157.5%** for the six months ended June 30, 2025, compared to the respective prior periods[23](index=23&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Stockholders' Equity Changes | Metric | As of Dec 31, 2024 | As of June 30, 2025 | | :-------------------------- | :----------------- | :----------------- | | Total stockholders' equity | $13,169,028 | $16,423,603 | | Class A Common Stock Shares | 42,914,870 | 44,679,664 | | Class B Common Stock Shares | 11,700,000 | 11,700,000 | - Total stockholders' equity increased by **$3,254,575** from December 31, 2024, to June 30, 2025, primarily due to net income and stock-based compensation[180](index=180&type=chunk) - A **1.5-for-1 stock split** was effected on June 4, 2024, with all share and per share data retroactively adjusted[19](index=19&type=chunk)[107](index=107&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Key Cash Flow Data | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | | Operating activities | $2,008,629 | $586,329 | | Investing activities | $(1,613,372) | $(227,356) | | Financing activities | $(106,339) | $(612,120) | | Increase (decrease) in cash | $288,918 | $(253,147) | | Cash and cash equivalents, end of period | $8,138,166 | $2,163,203 | - Net cash provided by operating activities increased by **$1.4 million (242%)** to **$2.0 million** for the six months ended June 30, 2025, compared to **$0.6 million** in the prior year, driven by revenue growth and AR system automation[214](index=214&type=chunk) - Cash used in investing activities increased by **$1.4 million (592%)** to **$1.6 million** for the six months ended June 30, 2025, primarily due to increased investment in internal-use software development[216](index=216&type=chunk) - Cash used in financing activities decreased by **$0.5 million (82.6%)** to **$0.1 million** for the six months ended June 30, 2025, mainly due to lower payments of deferred offering costs[217](index=217&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The notes provide detailed information on the company's organization, significant accounting policies, and specific financial items, including revenue recognition, stock-based compensation, and recent accounting pronouncements[32](index=32&type=chunk) - The company completed its Initial Public Offering (IPO) on **December 24, 2024**, issuing **2,300,000 shares of Class A common stock at $4.00 per share**, receiving net proceeds of **$8,214,000**[34](index=34&type=chunk) - The company manages its business activities as a single operating and reportable segment[38](index=38&type=chunk) [1. Organization](index=11&type=section&id=1.%20Organization) - Health in Tech, Inc. (HIT) was incorporated in November 2021 in Nevada, consolidating three subsidiaries: Stone Mountain Risk, LLC (SMR), Health Intelligence Card, LLC (Hi Card), and International Captive Exchange, LLC (ICE)[33](index=33&type=chunk) - The company completed its Initial Public Offering (IPO) on **December 24, 2024**, issuing **2,300,000 shares of Class A common stock at $4.00 per share**, with net proceeds of **$8,214,000**[34](index=34&type=chunk) [2. Summary of Significant Accounting Policies](index=11&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The company's financial statements are prepared in accordance with GAAP and SEC rules for interim financial information, with certain disclosures condensed or omitted[35](index=35&type=chunk) - Revenue recognition follows ASC 606, with revenue generally recognized over the defined contractual term as performance obligations are satisfied[68](index=68&type=chunk)[80](index=80&type=chunk) - For the six months ended June 30, 2025, one stop-loss insurance carrier (Carrier A) represented **28.3% of total revenues** and **32.8% of accounts receivable**[42](index=42&type=chunk) - Software development costs for internal-use software (Hi-Card, eDIYBS) are capitalized and amortized over an expected three-year period; **$1,828,615** was capitalized in the six months ended June 30, 2025[63](index=63&type=chunk) - A refund liability of **$955,743** was recorded as of June 30, 2025, related to estimated contra revenue from a variable consideration clause with one carrier, assessed based on updated information from policies completing their run-out stage[88](index=88&type=chunk) [3. Loans Receivable, Net](index=24&type=section&id=3.%20Loans%20Receivable%2C%20Net) - The company has an unsecured Promissory Note Agreement with Kang Youle Limited for **$800,000 principal**, bearing **8% interest per annum**, maturing October 10, 2026[105](index=105&type=chunk) - Accrued interest due and receivable was **$47,993** as of June 30, 2025[105](index=105&type=chunk) - The loan is considered a strategic investment to maximize risk-adjusted return and promote shareholder wealth, provided to an independent third party with access to international insurance sectors[106](index=106&type=chunk) [4. Stockholders' Equity](index=24&type=section&id=4.%20Stockholders'%20Equity) - A **1.5-for-1 stock split** of common stock was effected on June 4, 2024, with all share and per share information retroactively adjusted[107](index=107&type=chunk) - On August 9, 2024, **10,800,000 shares of Class B Common Stock** were converted into Class A Common Stock on a one-to-one basis[107](index=107&type=chunk) - The company completed its IPO on **December 24, 2024**, issuing **2,300,000 shares of Class A Common Stock at $4.00 per share**, generating net proceeds of **$8,214,000**[108](index=108&type=chunk) - As of June 30, 2025, **44,679,664 shares of Class A Common Stock** and **11,700,000 shares of Class B Common Stock** were issued and outstanding[115](index=115&type=chunk) - Holders of Class B Common Stock are entitled to **ten votes per share**, while Class A Common Stock holders are entitled to **one vote per share**[116](index=116&type=chunk) [5. Commitments and Contingencies](index=26&type=section&id=5.%20Commitments%20and%20Contingencies) - The company is not currently a party to any legal proceedings that would have a material adverse effect on its business or financial condition[118](index=118&type=chunk) - The principal commitments consist of obligations under a five-year operating lease for its corporate headquarters, commencing November 2022[119](index=119&type=chunk) Undiscounted Lease Liabilities (as of June 30, 2025) | Period | Amount | | :--- | :--- | | Less than 1 year | $85,046 | | 1 – 3 years | $109,657 | | Total undiscounted lease liabilities | $194,703 | [6. Income Taxes](index=27&type=section&id=6.%20Income%20Taxes) Income Tax Provision | Period | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Income tax expense | $202,637 | $63,268 | $388,468 | $154,466 | - The effective tax rate for the six months ended June 30, 2025, was **25.60%**, differing from the U.S. federal statutory rate of **21%** primarily due to state taxes (net of federal benefit) and permanent differences[126](index=126&type=chunk) - Net deferred tax liabilities were **$262,129** as of June 30, 2025, compared to **$328,676** as of December 31, 2024[124](index=124&type=chunk) [7. Stock-Based Compensation](index=28&type=section&id=7.%20Stock-Based%20Compensation) - The company has two equity incentive plans: the **2022 Plan** (governing **1,145,182 restricted stock** and **2,320,505 options outstanding** as of June 30, 2025) and the **2024 Plan** (adopted December 2024, with **1,288,000 unrestricted stock** and **933,954 restricted stock awards** granted as of June 30, 2025)[129](index=129&type=chunk)[130](index=130&type=chunk) - Stock-based compensation expense recognition began upon the completion of the IPO on **December 24, 2024**, as the IPO was a key vesting condition for many awards[94](index=94&type=chunk)[132](index=132&type=chunk) - As of June 30, 2025, unrecognized compensation cost for non-vested service-based RSAs was **$482,998** (expected to be recognized over **0.8 years**), and for non-vested service-based stock options was **$110,262** (expected over **0.9 years**)[135](index=135&type=chunk)[138](index=138&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of Health In Tech's business, recent developments, key performance drivers, and a detailed analysis of its financial results for the three and six months ended June 30, 2025, compared to 2024 - Health in Tech is an insurance technology platform company that simplifies sales, service processes, and reduces sales cycle time for third-party administrators and brokers[140](index=140&type=chunk) - As of June 30, 2025, the company had clients in **41 states**, with services utilized by **520 brokers, 10 TPAs, and 248 additional third-party agencies**, serving **942 business clients with 24,839 employees**[144](index=144&type=chunk) - The company achieved **71% year-over-year revenue growth** in the first half of 2025 while maintaining healthy profitability[144](index=144&type=chunk) - Recent developments include strategic partnerships with Verdegard Administrators, Unified Health Plans, HILB Group, and Baily Insurance, and the appointment of former U.S. Ambassador Edward T. McMullen Jr. to its advisory board[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [Overview](index=30&type=section&id=Overview) - Health in Tech (HIT) is an insurance technology platform that aims to improve healthcare industry processes through vertical integration, simplification, and automation, streamlining underwriting, sales, and service for insurance companies, brokers, and TPAs[140](index=140&type=chunk) - The marketplace offers customizable self-funded benefits plans and stop-loss insurance, enabling quick medical underwriting and bindable quotes, typically within two minutes[141](index=141&type=chunk)[142](index=142&type=chunk) - The platform aims to deliver meaningful cost savings for low-risk, small employers and time savings for employers, brokers, TPAs, and carriers through digital medical underwriting and technology leverage[143](index=143&type=chunk) [Recent Developments](index=31&type=section&id=Recent%20Developments) - Partnerships include Verdegard Administrators (MedImpact) to reduce costs for small businesses, Unified Health Plans to bring healthcare insurance solutions to Kansas businesses, HILB Group to co-develop and distribute self-funded health benefit solutions, and Baily Insurance for faster underwriting, administration, and scalability[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - Edward T. McMullen Jr., former U.S. Ambassador, was appointed to the advisory board on **April 30, 2025**, to support efforts in modernizing healthcare insurance infrastructure and advocating for efficient solutions[151](index=151&type=chunk) [Key Factors Affecting our Performance](index=31&type=section&id=Key%20Factors%20Affecting%20our%20Performance) - The company's success depends on its ability to retain and expand its network of brokers, TPAs, MGUs, and other third-party agents by providing innovation, client experience, competitive pricing, and quality providers[152](index=152&type=chunk) - Business growth is reliant on collaborating with diverse insurance carriers to expand product and service offerings and introduce innovative insurance products[153](index=153&type=chunk) - Accurate underwriting procedures are critical to avoid increased costs, pricing, and reputational harm to the eDIYBS platform[154](index=154&type=chunk)[155](index=155&type=chunk) - Continuous investment in technology and innovation is crucial for driving advancements in automation and enhancing operational efficiency[156](index=156&type=chunk) [Seasonality](index=32&type=section&id=Seasonality) - The business is generally affected by seasonal patterns of enrollment and medical expenses, with underwriting and quoting platform usage peaking around December and January due to health plan renewals[157](index=157&type=chunk) - Rapid growth has made seasonal fluctuations less detectable, but they may become more pronounced if the growth rate slows[157](index=157&type=chunk) [Key Financial and Operating Performance Metrics](index=32&type=section&id=Key%20Financial%20and%20Operating%20Performance%20Metrics) - The company monitors revenues, cost of revenues, operating expenses, and the number of enrolled employees (EEs) billed as key performance metrics[158](index=158&type=chunk)[159](index=159&type=chunk) Number of Enrolled Employees (EEs) Billed | Metric | June 30, 2025 | June 30, 2024 | Period-to-Period Change | Percentage Change | | :-------------------------- | :-------------- | :-------------- | :---------------------- | :---------------- | | Number of EEs billed (End of period) | 24,839 | 19,101 | 5,738 | 30% | - Adjusted EBITDA is utilized as a non-GAAP measure, calculated as net income before net interest expense, taxes, depreciation, amortization, and stock-based compensation, to provide a clearer view of underlying operational performance[162](index=162&type=chunk) [Components of Operating Results](index=33&type=section&id=Components%20of%20Operating%20Results) - Revenue is primarily generated from service fees (SMR and HI Card) and underwriting fees (ICE), with SMR and ICE services being interdependent[163](index=163&type=chunk) - SMR (Stone Mountain Risk) acts as a program manager for customized self-funded benefits programs for small businesses, generating revenue from a set fee charged per enrolled employee (EE) per month (PEPM)[163](index=163&type=chunk) - ICE (International Captive Exchange) develops and maintains underwriting models and risk services for insurance companies (Carriers), with revenue derived as a percentage of the premium received[163](index=163&type=chunk) - HI Card (Health Intelligence Card) provides optional medical claims access data and claims negotiation services to SMR's program members, generating revenue from a set PEPM fee[163](index=163&type=chunk) Revenue Breakdown by Subsidiary | Subsidiary | 3 Months Ended June 30, 2025 | % of Revenue (2025) | 3 Months Ended June 30, 2024 | % of Revenue (2024) | 6 Months Ended June 30, 2025 | % of Revenue (2025) | 6 Months Ended June 30, 2024 | % of Revenue (2024) | | :--------- | :----------------------------- | :------------------ | :----------------------------- | :------------------ | :----------------------------- | :------------------ | :----------------------------- | :------------------ | | ICE | $2,090,576 | 22.4% | $1,639,105 | 32.8% | $4,442,560 | 25.6% | $3,423,740 | 33.8% | | SMR | $7,223,273 | 77.6% | $2,595,545 | 51.9% | $12,886,273 | 74.4% | $5,128,467 | 50.6% | | HI Card | — | —% | $767,840 | 15.3% | — | —% | $1,575,214 | 15.6% | | Total | $9,313,849 | 100.0% | $5,002,490 | 100.0% | $17,328,833 | 100.0% | $10,127,421 | 100.0% | [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Consolidated Statements of Operations Summary | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $9,313,849 | $5,002,490 | $17,328,833 | $10,127,421 | | Gross profit | $6,309,870 | $4,027,763 | $11,665,269 | $8,162,783 | | Total operating expenses | $5,584,800 | $3,492,827 | $10,459,541 | $7,295,425 | | Net income | $630,631 | $338,007 | $1,129,223 | $438,543 | | Adjusted EBITDA | $1,569,016 | $669,723 | $2,797,227 | $1,136,932 | - Adjusted EBITDA increased significantly, reaching **$1.6 million** for Q2 2025 (**16.8% of revenue**) and **$2.8 million** for H1 2025 (**16.1% of revenue**), up from **$0.7 million (13.4%)** and **$1.1 million (11.2%)** respectively in the prior year periods[171](index=171&type=chunk)[195](index=195&type=chunk)[210](index=210&type=chunk) [Comparison of Three Months Ended June 30, 2025 and 2024](index=38&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) - Total revenues for Q2 2025 increased by **86.2%** to **$9.3 million**, driven by strong demand for new product offerings and a **30% increase** in billable enrolled employees[181](index=181&type=chunk)[182](index=182&type=chunk) - Revenues from fees (SMR) surged by **178.3%** to **$7.2 million**, while revenues from underwriting modeling (ICE) increased by **27.5%** to **$2.1 million**[181](index=181&type=chunk) - Cost of revenues increased by **$2.0 million** to **$3.0 million**, primarily due to higher captive management fees related to new products and channels[184](index=184&type=chunk)[185](index=185&type=chunk) - General and administrative expenses rose by **$2.0 million** to **$3.8 million**, mainly due to **$0.8 million** in public company costs and **$0.3 million** in stock-based compensation[187](index=187&type=chunk)[190](index=190&type=chunk) - Research and development expenses decreased by **$0.1 million** to **$0.6 million**, primarily due to the capitalization of development costs for eDIYBS 3.0[191](index=191&type=chunk)[192](index=192&type=chunk) [Comparison of Six Months Ended June 30, 2025 and 2024](index=41&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) - Total revenues for H1 2025 increased by **71.1%** to **$17.3 million**, driven by strong demand for new product offerings and a **30% increase** in billable enrolled employees[196](index=196&type=chunk)[197](index=197&type=chunk) - Revenues from fees (SMR) surged by **151.3%** to **$12.9 million**, while revenues from underwriting modeling (ICE) increased by **29.8%** to **$4.4 million**[196](index=196&type=chunk) - Cost of revenues increased by **$3.7 million** to **$5.7 million**, primarily due to higher captive management fees related to new products and channels[199](index=199&type=chunk)[200](index=200&type=chunk) - General and administrative expenses rose by **$3.2 million** to **$7.0 million**, mainly due to **$1.4 million** in public company costs and **$0.6 million** in stock-based compensation[202](index=202&type=chunk)[205](index=205&type=chunk) - Research and development expenses decreased by **$0.4 million** to **$1.1 million**, primarily due to the capitalization of development costs for eDIYBS 3.0[206](index=206&type=chunk)[207](index=207&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) - The company primarily funds its operations through cash from operating activities, short-term loans, and its IPO completed in December 2024[211](index=211&type=chunk) - Cash and cash equivalents increased to **$8,138,166** as of June 30, 2025, from **$7,849,248** as of December 31, 2024[175](index=175&type=chunk) - Net cash provided by operating activities increased by **$1.4 million** to **$2.0 million** for the six months ended June 30, 2025, driven by revenue growth and accounts receivable system automation[214](index=214&type=chunk) - Cash used in investing activities increased by **$1.4 million** to **$1.6 million** for the six months ended June 30, 2025, primarily due to continued investment in internal-use software development[216](index=216&type=chunk) - The company believes that cash generated from operating activities will allow it to continue as a going concern for at least twelve months from the report date[212](index=212&type=chunk) [Contractual Obligations and Commitments](index=45&type=section&id=Contractual%20Obligations%20and%20Commitments) - The company's principal commitments consist of obligations under its non-cancellable operating lease for its office[218](index=218&type=chunk) Contractual Obligations (as of June 30, 2025) | Type | Total | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | | :------------------------ | :------ | :--------------- | :---------- | :---------- | :---------------- | | Operating lease obligations | $194,703 | $85,046 | $109,657 | — | — | [Recent Accounting Pronouncements](index=45&type=section&id=Recent%20Accounting%20Pronouncements) - The company is assessing the potential impact of ASU 2023-09 (Income Taxes), which enhances income tax disclosures and is applicable for the Annual Report on Form 10-K for the year ending December 31, 2025[102](index=102&type=chunk)[220](index=220&type=chunk) - The company is also assessing ASU 2024-03 (Expense Disaggregation Disclosures), which calls for enhanced disclosures about income statement expense captions and is effective for fiscal years beginning after December 15, 2026[104](index=104&type=chunk)[221](index=221&type=chunk) [JOBS Act](index=46&type=section&id=JOBS%20Act) - As an emerging growth company (EGC) under the JOBS Act, the company has elected to use the extended transition period for complying with new or revised accounting standards[223](index=223&type=chunk) - The company will remain an EGC until the earlier of (1) the last day of the fiscal year following the fifth anniversary of its IPO, (2) total annual gross revenue of at least **$1.235 billion**, (3) being deemed a large accelerated filer, or (4) issuing more than **$1.0 billion** in non-convertible debt securities during the prior three-year period[224](index=224&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Health In Tech is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and is therefore not required to provide information regarding quantitative and qualitative disclosures about market risk[225](index=225&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the Chief Executive Officer and Chief Financial Officer, 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 period - Management, including the Certifying Officers (CEO and CFO), evaluated the effectiveness of the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025[227](index=227&type=chunk) - There were no changes in internal control over financial reporting during the period ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[228](index=228&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=46&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Disclosure controls and procedures are designed to ensure that information required for SEC reports is recorded, processed, summarized, and reported timely[226](index=226&type=chunk) - Based on management's evaluation, the disclosure controls and procedures were effective as of June 30, 2025[227](index=227&type=chunk) [Changes in Internal Control over Financial Reporting](index=46&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no changes in the company's internal control over financial reporting during the period ended June 30, 2025, that materially affected or are reasonably likely to materially affect it[228](index=228&type=chunk) [PART II. OTHER INFORMATION](index=47&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings, though it may be involved in incidental litigation in the ordinary course of business - The company is not presently a party to any legal proceedings whose resolution would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows, or capital levels[230](index=230&type=chunk) - The company may be involved in legal proceedings or subject to claims incidental to the ordinary course of business, which could have an adverse impact due to defense and settlement costs or diversion of resources[230](index=230&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the 'Risk Factors' discussed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent SEC filings - Risk factors that may affect the company's business and financial results are discussed in Item 1A 'Risk Factors' of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent SEC filings[231](index=231&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On May 9, 2025, the company granted 1,250,000 shares of Class A Common Stock to Forza Business Development, LLC, for 24-month consulting services under its 2024 Plan, exempt from registration requirements - On May 9, 2025, the company granted **1,250,000 shares of Class A Common Stock** to third-party Forza Business Development, LLC, in exchange for its non-terminable 24-month consulting services[232](index=232&type=chunk) - These grants were made pursuant to the company's 2024 Plan and were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act[232](index=232&type=chunk) - There were no proceeds from unregistered sales of equity securities and no issuer purchases of equity securities[233](index=233&type=chunk)[234](index=234&type=chunk) [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company reported no defaults upon senior securities[235](index=235&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[236](index=236&type=chunk) [Item 5. Other Information](index=47&type=section&id=Item%205.%20Other%20Information) No other information is reported under this item - No other information is reported under this item[237](index=237&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including organizational documents, certifications of principal executive and financial officers, and Inline XBRL documents - The exhibits include the Second Amended and Restated Articles of Incorporation, Third Amended and Restated Bylaws, Certifications of Principal Executive Officer and Principal Financial Officer (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act), and Inline XBRL documents[238](index=238&type=chunk) [Signatures](index=49&type=section&id=Signatures) The report is signed by the Chief Executive Officer (Tim Johnson) and Chief Financial Officer (LinLin Qian) of Health In Tech, Inc. on August 8, 2025 - The report is signed by Tim Johnson, Chief Executive Officer (Principal Executive Officer), and LinLin Qian, Chief Financial Officer (Principal Financial and Accounting Officer)[244](index=244&type=chunk) - The signing date for both officers is August 8, 2025[244](index=244&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Commission file number: 001-42436 MOUNTAIN LAKE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1796213 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION R ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42436 MOUNTAIN LAKE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1796213 | | --- | --- | | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ 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 Commission file number: 001-33638 INTERNATIONAL TOWER HILL MINES LTD. (Exact Name of Registrant as Specified in its Charter) | British Columbia, Cana ...

(MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Address of principal executive offices) (347) 316-8312 (Issuer's telephone number) For the transition period from to Securities registered pursuant to Section 12(b) of the Act: Commission file number: ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42578 SIDDHI ACQUISITION CORP (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of inco ...