Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $302,631, primarily due to formation and operating costs of $167,052 and accounting and legal expenses of $184,122 [112]. - For the nine months ended September 30, 2025, the company had a net loss of $619,485, with significant expenses including formation and operating costs of $379,981 and accounting and legal expenses of $406,775 [113]. Cash and Funding - As of September 30, 2025, the company had cash held in the Trust Account amounting to $15,044,640, which includes $347,489 of interest earned [121]. - The company completed its initial public offering on December 13, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit [116]. - The company has incurred transaction costs of $6,822,078 related to the initial public offering, which includes $2,300,000 of underwriting discount and $4,025,000 of deferred underwriting discount [119]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial business combination, raising substantial doubt about its ability to continue as a going concern [123]. Business Operations - The company entered into a Business Combination Agreement with Btab Ecommerce Group, Inc., with the expectation that Btab will become a wholly owned subsidiary of the company upon completion of the transaction [106]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of September 30, 2025 [124]. - The company has an agreement to pay its sponsor a monthly fee of $10,000 for administrative support, which has been waived for the three months ended September 30, 2025 [126]. Debt and Notes - The company issued a promissory note in December 2023 for up to $1,500,000 to extend its Termination Date, which is repayable upon the consummation of the initial business combination or liquidation [130]. - The Company issued an amended promissory note with a principal amount of up to $4,000,000, allowing the Sponsor to convert up to $1.5 million into ordinary shares at a conversion price of $1.00 [131]. - As of September 30, 2025, the Company had borrowed $3,676,223 under the January 2025 Note [131]. Regulatory and Accounting Matters - The registration rights agreement allows holders to require the Company to register securities for resale, including up to three demands for registration [132]. - The Company will bear the expenses related to the filing of registration statements for the securities [132]. - No critical accounting estimates were identified as of September 30, 2025 [133]. - Market risk disclosures are not required for smaller reporting companies [135].

Credit Losses and Loan Performance - The allowance for credit losses (ACL) decreased to $53.3 million as of September 30, 2025, from $71.8 million as of September 30, 2024, reflecting a decrease in the total loan and lease coverage ratio from 1.76% to 1.14%[68] - Total charge-offs for the fiscal year ended September 30, 2025, were $90.9 million, compared to $95.2 million for the previous year, with net charge-offs of $74.99 million[65] - The ratio of net charge-offs to average loans outstanding during the period was 1.55% for 2025, down from 1.78% in 2024[65] - The company's commercial finance net loan charge-offs were $24.15 million, representing 0.6% of average loans, while consumer finance net loan charge-offs were $28.74 million, or 10.2% of average loans[67] - The ratio of total nonaccrual loans to total loans outstanding increased to 1.68% as of September 30, 2025, from 0.55% in the previous year[68] - The company expects to continue monitoring the ACL and adjust as necessary to maintain an appropriate level in future periods[68] Investment Securities - The company's total investment securities decreased to $1.55 billion as of September 30, 2025, from $1.98 billion in the previous year, with 86.6% of these securities pledged to secure various obligations[71] - The fair value of debt securities available for sale (AFS) decreased by $413.4 million to $1.33 billion as of September 30, 2025, compared to $1.74 billion in 2024[74] - As of September 30, 2025, the total debt securities available for sale (AFS) amounted to $388.723 million, with a weighted average yield of 3.78%[77] - The total mortgage-backed securities (MBS) AFS reached $1.129 billion, with a weighted average yield of 2.79%[78] Deposits and Funding - The Company reported $5.67 billion in deposits attributable to the Consumer segment, primarily from prepaid debit cards and stored value products[89] - Total deposits as of September 30, 2025, were $5.887 billion, showing a slight increase from $5.875 billion in the previous year[92] - Approximately 95.5% of the deposit portfolio consisted of noninterest-bearing checking accounts, totaling $5.62 billion[92] - As of September 30, 2025, the Company had $326 million in deposits related to government stimulus funds, with $161.5 million on activated cards[88] - The total time certificates of deposit were $2.636 million, with no wholesale certificates included as of September 30, 2025[92] - As of September 30, 2025, the Company had $2.636 million in total certificates of deposit, with $1.636 million maturing in the next 3 months, representing 62.1% of the total[95] - The Company had $9.0 million in overnight borrowings and the ability to borrow an additional approximately $1.02 billion from the FHLB as of September 30, 2025[99] - At September 30, 2025, debt securities with fair values of approximately $385.5 million and $955.3 million were pledged as collateral to the FRB and the FHLB, respectively[100] Regulatory and Compliance - The Bank is subject to regulations from the Consumer Financial Protection Bureau, which has authority over consumer financial products and services[133] - The Dodd-Frank Act includes provisions that restrict interchange fees for certain debit card issuers, although the Bank is currently exempt due to its asset size[134] - The Bank's legal lending limit totals 15% of its capital and surplus, plus an additional 10% if fully secured by readily marketable collateral[141] - The Bank elected to phase in the regulatory capital impact of CECL over a three-year period that began on October 1, 2022, and ends on September 30, 2025[137] - The Company and the Bank must maintain a capital conservation buffer of 2.5% above minimum risk-based capital requirements[165] - The Bank's board of directors may not declare dividends if it would result in the Bank being undercapitalized under the OCC's PCA rule[178] - The federal banking agencies proposed amendments to update AML and CFT program requirements in July 2024[155] Employee and Workforce - The Company reported a decrease in total employees from 1,244 in September 2024 to 1,182 in September 2025, representing a reduction of approximately 4.98%[202] - The Company’s workforce composition shows a decline in full-time employees from 1,239 to 1,177, a decrease of 5.00%[202] - The Company has implemented a "Talent Anywhere" recruitment strategy to expand its talent pool beyond local candidates[204] - The Company is committed to employee health and safety, providing various health and well-being programs[209] Business Operations and Risks - The Company faces significant competition from various financial institutions, including commercial banks and fintech companies, which may have greater resources and offer more competitive rates[243] - The Company’s Partner Solutions business line competes nationally with large commercial banks and electronic payments processors[199] - The Company derives a significant percentage of its deposits, total assets, and income from deposit accounts generated through Payments' customer relationships, particularly from a limited number of program manager relationships[254] - If a significant program manager relationship were terminated or revenues associated with it significantly decreased, it could materially reduce the Company's deposits, assets, and income[255] - The Company is exposed to fraud losses from customer accounts, which may lead to customer disputed transactions and could materially and adversely affect its financial condition[256] - The Company plans to pursue organic growth while evaluating potential acquisitions and expansion opportunities, but may not sustain its historical growth rate[262] - New lines of business or products may subject the Company to additional risks, including increased regulatory requirements and potential losses if not managed effectively[269] - The Company may incur losses due to fraudulent acts or errors by third parties or employees, which could adversely impact its financial results[273] - An impairment charge of goodwill or other intangibles could have a material adverse impact on the Company's financial condition and results of operations[271] - The Company's operations depend on third-party relationships, and any disruption in these relationships could adversely affect its business[249] Cybersecurity and Data Protection - The company collects significant volumes of sensitive personal information, and any security breaches could result in financial losses and damage to its reputation[276] - Cybersecurity risks have increased due to greater reliance on remote working, and the company cannot assure that its safeguards will prevent all breaches[278] - Non-compliance with privacy and data protection laws could result in regulatory sanctions and adversely affect the company's financial performance[280] - System failures and technological interruptions could negatively impact the company's ability to retain customers and affect its financial condition[282] - Delays in tax refund processing could lead to reputational damage and reduced acceptance of the company's products and services[284] Financial Performance and Dividends - The Bank's deposit insurance assessment rate was 6 basis points as of September 30, 2025, down from 7 basis points in 2024 and 2023[145] - The Bank's deposit insurance premium expense totaled $4.5 million for 2025, $5.3 million for 2024, and $4.3 million for 2023[145] - The Company paid cash dividends of $159.5 million to the Company during fiscal 2025 to fund share repurchases under authorized programs[179] - The Company has a stock repurchase program authorized to repurchase up to 7,000,000 shares of common stock by September 30, 2028[179] - As of September 30, 2025, the Bank exceeded all regulatory capital requirements and was designated as "well capitalized" under federal guidelines[167] - The Bank had $5.0 million in Federal Home Loan Bank (FHLB) stock as of September 30, 2025, in compliance with the FHLB of Des Moines' requirement[184] - For the fiscal year ended September 30, 2025, dividends paid by the FHLB to the Bank totaled $0.6 million[184] - The Bank paid standard assessments of $655,404 to the OCC during the fiscal year ended September 30, 2025[162] - The Bank received a "Satisfactory" rating during its most recent CRA Performance Evaluation dated January 29, 2024[181]

Loan Portfolio and Performance - As of September 30, 2025, the total loan portfolio amounted to $15.67 billion, an increase from $15.34 billion in 2024, representing a growth of 2.2%[39] - Fixed-rate and adjustable-rate first mortgage residential loans totaled $10.84 billion, accounting for 69.1% of the loan portfolio[36] - Home equity lines of credit reached $4.06 billion, representing 25.9% of the loan portfolio, up from 21.7% in 2024[39] - Home equity loans increased to $749.5 million, which is 4.8% of the loan portfolio, compared to 3.6% in 2024[39] - The adjustable-rate first mortgage residential loans totaled $3.94 billion, making up 25.2% of the loan portfolio[36] - Total net real estate loans amounted to $15,729,403 thousand as of September 30, 2025, with a significant increase from previous years[45] - The Company reported $10,803,813 thousand in total loans receivable, with $4,062,798 thousand in home equity lines of credit[48] - The delinquency rate for loans originated under the Home Today program was 4.45% for loans 30 days or more past due, compared to 0.18% for Core loans[53] - Total loans seriously delinquent (90 days or more) were 0.11% of total net loans as of September 30, 2025, compared to 0.09% as of September 30, 2024[77] - The percentage of serious delinquencies in the residential Core portfolio increased from 0.06% to 0.07% year over year[77] - Total non-accrual loans increased to $38.706 million in 2025 from $33.610 million in 2024, representing 0.25% of total loans[81] - Total non-performing assets rose to $40.627 million in 2025 from $33.784 million in 2024, accounting for 0.23% of total assets[81] Credit Losses and Allowances - The allowance for credit losses on loans was $74.24 million, slightly increased from $70.00 million in 2024[39] - The allowance for credit losses is based on a life of loan methodology, with qualitative and quantitative general valuation allowances (GVAs) established[90] - The allowance for credit losses on loans increased to $74.2 million as of September 30, 2025, from $70.0 million in 2024, reflecting a net provision of $2.5 million for the year[101] - The total allowance for credit losses increased to $104.4 million as of September 30, 2025, from $97.8 million in 2024[101] - The allowance for credit losses on loans to non-accrual loans was 191.82% at the end of 2025, down from 208.28% in 2024[97] - The provision for credit losses on unfunded commitments was $2.3 million for the year ended September 30, 2025[101] - The total recoveries for the fiscal year ended September 30, 2025, were $5.2 million, compared to $6.0 million in 2024[97] Deposits and Borrowings - As of September 30, 2025, total deposits amounted to $10.45 billion, with checking accounts at $785.8 million and savings accounts at $1.17 billion[119] - The Association's certificates of deposit (CDs) totaled $8.47 billion, including $902.1 million in brokered CDs, with $5.64 billion having maturities of one year or less[119] - The average balance of checking accounts for fiscal year 2025 was $814.1 million, with a weighted average interest rate of 0.05%[121] - The average balance of savings and money market accounts was $1.24 billion, with a weighted average interest rate of 1.02%[121] - The Association's borrowings at September 30, 2025, totaled $4.87 billion, primarily from the FHLB of Cincinnati[123] - The maximum borrowing capacity with the FHLB of Cincinnati is $6.94 billion, with an additional capacity to borrow up to $505.4 million from the FRB-Cleveland[123] Capital and Regulatory Compliance - As of September 30, 2025, the Association exceeded all regulatory capital requirements to be considered "Well Capitalized" and maintained a capital conservation buffer[144] - The Association's capital standards require a common equity Tier 1 capital ratio of at least 4.5%, a Tier 1 capital ratio of at least 6%, and a total capital ratio of at least 8%[140] - The Association satisfied the Qualified Thrift Lender test, maintaining at least 65% of its portfolio assets in qualified thrift investments[146] - The Association's capital ratios include a Tier 1 (Leverage) Capital to Net Average Assets ratio of 10.11%, exceeding the required 5.00%[165] - As of September 30, 2025, the company is in compliance with consolidated regulatory capital requirements, including the capital conservation buffer[180] Employee and Operational Insights - The voluntary turnover rate for the twelve months ending September 30, 2025, is 3.8%, one of the lowest in the industry[188] - At September 30, 2025, 36% of current associates have been with the company for fifteen years or more, indicating strong employee retention[188] - The company employs 958 associates, with approximately 71% being women, reflecting a commitment to diversity[186] - The company actively promotes the health and wellness of associates through various programs and flexible work schedules[190] Market and Economic Factors - A significant portion of the residential mortgage loan portfolio is secured by one- to four-family real estate, increasing credit risk due to regional economic conditions[223] - Strong competition in the banking and financial services industry may limit the company's growth and profitability, as larger competitors can price loans more aggressively[230] - Cybersecurity risks have increased due to the proliferation of new technologies, which could adversely affect operations and reputation if breaches occur[232] - The company may face increased costs if required to repurchase mortgage loans sold in the secondary market due to borrower defaults or breaches of representations and warranties[225] - The soundness of other financial institutions could adversely affect the company due to interrelated financial services transactions, exposing it to credit risk[248] Strategic Initiatives - The implementation of a new core banking system is expected to be operational by July 2026, which is a major investment aimed at improving efficiency and customer experience[246] - The company focuses on residential mortgage loans, which generally provide lower interest rate returns compared to commercial loans[222] - The company may need to raise additional capital in the future, which could be challenging depending on market conditions[220] Dividend Policy and Stock Value - The ability to pay dividends is contingent on meeting regulatory capital requirements and total dividends not exceeding net income plus retained net income from the previous two years[250] - The value of the Company's common stock is significantly influenced by its ability to pay dividends, which depends on the availability of cash and earnings from the Association[251] - Third Federal Savings, MHC must notify the FRS of any proposed waiver of dividends, and a majority of eligible members must approve such waivers within twelve months prior to the declaration[252] - The FRS has non-objected to Third Federal Savings, MHC's dividend waivers in the past, but future approvals are not guaranteed, which could negatively impact stock value[252]

Fiber Management Solutions - The company focuses on fiber management, fiber protection, and fiber delivery solutions, enabling rapid and cost-effective fiber-fed deployment primarily across North America[17]. - The company's products allow customers to connect twice as many homes in their Fiber to the Home (FTTH) builds, significantly reducing labor and material costs[23]. - Clearfield's products enable customers to connect twice as many homes in their Fiber to the Home (FTTH) builds using fewer resources[23]. - The Company focuses on innovative product design to accelerate fiber-based deployment, addressing the increasing demand for fiber services[18]. - Clearfield's FieldShield platform aims to reduce broadband deployment costs, utilizing ruggedized microducts for various installation methods[35]. Sales and Market Presence - The company’s products are sold across various markets, including National Carriers, Community Broadband, and International markets, with a focus on the U.S., Canada, and Central/Latin America[38]. - Sales outside the United States are primarily to customers in Canada and countries in the Caribbean, Central/South America, and Mexico[54]. - The Company focuses on the U.S. market for its Fiber to the Premise (FTTP) and Fiber to the Business (FTTB) solutions, with additional efforts in Canada and Central/Latin America[41][42]. - For the fiscal year ended September 30, 2025, Customer A and Customer B accounted for approximately 18% and 13% of net sales, respectively[52]. Manufacturing and Operations - The company’s manufacturing facilities in Brooklyn Park, Minnesota, and Tijuana, Mexico, support both quick-turn and scheduled delivery of products[24]. - Clearfield's manufacturing operations are supported by a network of domestic and global manufacturing partners, with final assembly completed in Brooklyn Park, Minnesota, and Tijuana, Mexico[24]. - The Company has invested in significant management resources to attract and retain qualified technical personnel through rigorous training programs[59]. - Clearfield's supply chain management team integrates sourcing, manufacturing, and logistics to ensure timely product delivery[50]. - The Company has taken steps to improve supply chain operations and enhance resiliency over the past several years[51]. Financial and Operational Metrics - The Company's target for First Pass Yield (FPY) ranges from 92-99%, and the On-Time Delivery (OTD) target is a minimum of 95%[61]. - The Company targets a First Pass Yield (FPY) of 92-99% and an On-Time Delivery (OTD) target of a minimum of 95%[61]. - Clearfield had approximately 243 full-time employees as of September 30, 2025, all based in the United States[57]. - The Company has approximately 243 full-time employees as of September 30, 2025, with a significant majority based in the U.S.[57]. Intellectual Property - As of September 30, 2025, the Company had 63 patents granted, with some beginning to expire in 2028[55]. - As of September 30, 2025, Clearfield had 63 patents granted and multiple patent applications pending, with patents beginning to expire in 2028[55]. Competitive Landscape - The market for fiber management products is highly competitive, with competitors including Corning, Nokia, and CommScope[45][46]. - The company believes its competitive advantage lies in cost savings provided by the Clearview Cassette and the ability to offer quick-turn, high-performance customized products[46]. Business Changes - The company completed the sale of its Nestor Cables business on November 11, 2025, resulting in its continuing operations comprising one operating segment[20]. - The Company completed the sale of its Nestor Cables business on November 11, 2025, resulting in one operating segment[20]. - The company operates under a Maquiladora arrangement in Mexico, allowing for duty-free import of certain items from the U.S. for processing[49]. - Clearfield's Mexico facility operates under a Maquiladora arrangement, allowing duty-free import of certain items from the U.S.[49]. Research and Development - The company’s research and development efforts are reflected in Selling, General, & Administrative expenses, indicating a commitment to innovation[29].

Company Overview - Scotts Miracle-Gro is the leading marketer of branded consumer lawn and garden products in North America, with key brands including Scotts, Miracle-Gro, Ortho, and Tomcat[13]. - The company reported research and development spending of $34.8 million in fiscal 2025, slightly down from $35.7 million in fiscal 2023[30]. - More than 75% of annual net sales for the North America consumer lawn and garden business occur in the second and third fiscal quarters combined[24]. - The Home Depot and Lowe's are the two largest customers, each representing more than 10% of reported consolidated net sales[25]. - There were no material acquisitions or divestitures during fiscal 2025 or fiscal 2024[18]. - The company has an exclusive marketing agreement with Monsanto for certain consumer Roundup branded products in the U.S.[30]. - The company maintains a competitive edge through a robust portfolio of trademarks, patents, and trade secrets[23]. - The company utilizes third parties to manage key distribution centers strategically located across the U.S. and Canada[20]. Financial Performance and Risks - The company is subject to market risks due to fluctuating prices of raw materials, including urea and other fertilizer inputs[22]. - A change in the variable interest rate of 100 basis points for a full twelve-month period would impact interest expense by $5.3, assuming average unhedged variable interest rate borrowing levels of $525.0 during fiscal 2025[359]. - The company is exposed to market risks from fluctuations in foreign currency exchange rates and prices of raw materials such as urea and natural gas[361]. - The company has a total long-term fixed rate debt of $1,600.0 million with an average interest rate of 4.4%[360]. - Variable rate debt amounts to $625.0 million, with an average interest rate of 7.5%[360]. - The average interest rate for fixed rate debt in 2025 is projected to be 5.3%[360]. - The company has a total long-term variable rate debt of $500.0 million with an average interest rate of 6.0%[360]. - The company’s total long-term debt, including fixed and variable rates, is $2,225.0 million[360]. - Interest rate derivatives, specifically interest rate swaps, resulted in a total loss of $4.4 million with an average rate of 3.9%[362]. - Interest rate swaps have shown a consistent loss across multiple periods, indicating potential volatility in interest expenses[362]. - The company is actively managing market risks through derivative instruments as outlined in their financial statements[361]. Environmental and Social Responsibility - As of September 30, 2025, the company accrued $3.1 million for environmental matters, with expenses of $0.5 million, $0.1 million, and $0.4 million for fiscal 2025, 2024, and 2023 respectively[39]. - The company’s Environmental Health and Safety system incorporates developed industry guidelines to address associate health and safety[55]. - The company’s ESG Steering Committee meets quarterly to review progress and set new program goals related to sustainability[58]. - The company published its annual Corporate Responsibility Report in fiscal 2025, prepared in reference to the Global Reporting Initiative Standards[60]. - The company’s extended producer responsibility programs include targets for post-consumer recycling usage and compostable packaging[35]. Workforce and Employee Benefits - The company employed approximately 5,200 associates as of September 30, 2025, with a peak workforce of about 6,900 during fiscal 2025[42]. - The company offers a 7.5% match on 401(k) contributions and allows associates to purchase common shares at a 15% discount through its stock purchase plan[54]. Regulatory Matters - The company is subject to various regulatory proceedings, none of which are expected to be material to its business[39].

Operational Capacity and Performance - As of September 30, 2025, CleanSpark operates with a total contracted power capacity of approximately 1,027 megawatts (MW) across its data centers in Georgia, Tennessee, Mississippi, and Wyoming[26]. - The average computing power of operating mining units reached 45.6 exahash per second (EH/s), with a peak of 50 EH/s during the period[30]. - For the fiscal year ended September 30, 2025, CleanSpark mined approximately 7,873 bitcoins, a decrease of 11.0% compared to 7,092 bitcoins mined in fiscal year 2024, primarily due to the April 2024 bitcoin halving[34]. - CleanSpark owned approximately 336,544 miners, with 241,934 in service as of September 30, 2025, and an average operating energy efficiency of 16.7 watts per terahash (W/TH)[31]. - The company has executed long-term power supply agreements totaling 285 megawatts to support the development of a new data center campus in Austin County, Texas[38]. - CleanSpark's Georgia facilities support an operational hashrate of 27.02 EH/s backed by approximately 620 MW of data center infrastructure[44]. - The Mississippi facilities support an operational hashrate of 2.63 EH/s with a developed data center infrastructure of approximately 63 MW[45]. - The Tennessee facilities support an operational hashrate of 12.43 EH/s backed by 234 MW, including sites acquired through the acquisition of GRIID Infrastructure, Inc.[46]. Financial Management and Performance - The company has begun using a substantial portion of the bitcoin mined to fund operations and capital expenditures, integrating strategies for treasury management[33]. - The company has sustained $125,894 in cumulative net losses from inception through September 30, 2025, with a net income of $364,464 for the fiscal year ended September 30, 2025[117]. - The market price of bitcoin ranged from approximately $58,900 to $124,500 during the fiscal year ended September 30, 2025, indicating significant volatility[120]. - The company may require additional financing to sustain and expand operations, which may not be available on favorable terms, adversely affecting financial condition and results[109]. - The expansion into AI and HPC services is expected to increase capital intensity, potentially impacting liquidity and results of operations[112]. - The company maintains cash balances that often exceed federally insured limits, posing a risk of loss if banking institutions fail[114]. - The company produced bitcoin at a time when prices may be low, which could adversely affect investment value[157]. Regulatory and Compliance Risks - The company is monitoring evolving regulations that may impact its operations, particularly in the bitcoin mining and AI sectors[71]. - The company is exposed to regulatory risks, including potential changes in laws governing bitcoin mining and digital assets, which could increase compliance costs and impact operations[14]. - The company is subject to regulatory changes that may require registration as a money services business, potentially incurring substantial compliance costs[190]. - The CFTC may impose additional regulatory oversight on bitcoin transactions, potentially leading to extraordinary, non-recurring expenses for the company[195]. - Future SEC classification of bitcoin as a security could require significant compliance costs and registration, adversely affecting the company's financials[199]. - The company faces risks from potential future regulations in countries like China, India, and Russia, which could restrict cryptocurrency operations[201]. - Changes in environmental regulations could increase operational costs, impacting the company's profitability and expansion plans[202]. Market and Competitive Landscape - The company is subject to significant competition in the bitcoin mining and data center markets, with competitors having greater resources and capitalization, impacting its ability to acquire new miners and secure low-cost electricity[91]. - The company is focused on expanding into large-scale data centers for HPC and AI workloads, facing competition from established operators[62]. - The company faces potential liabilities from discontinued operations, which could adversely affect its financial results[179]. - The company’s ability to mine bitcoin profitably is threatened by rising power prices due to geopolitical events and inflation[161]. - The company must continue to grow its hashrate to remain competitive in the bitcoin mining industry, as the global network hashrate continues to increase[172]. Technological and Operational Risks - The company’s bitcoin mining operations are vulnerable to technological obsolescence and reliance on a global supply chain for hardware, which could increase costs and impact business[14]. - The company is exposed to risks related to technological obsolescence and supply chain disruptions, particularly concerning the import of mining equipment[183]. - The company’s operations are heavily dependent on third-party cloud service providers, and any failures could materially impact business operations and financial condition[153]. - Security threats, including hacking and malware, pose risks to the company's bitcoin holdings and could damage its reputation[146]. - The company may face challenges in liquidating or hedging bitcoin positions during periods of market stress, adversely affecting liquidity and financial condition[140]. Human Resources and Organizational Structure - The company has 314 staff members as of September 30, 2025, with 309 being full-time employees[76]. - The company’s future success is contingent on its ability to attract and retain skilled personnel in a competitive labor market, which may constrain growth and increase operational costs[105]. Strategic Initiatives and Future Outlook - The company is actively pursuing opportunities in AI and HPC hosting, leveraging its expertise in energy management and data center operations[36]. - The company has engaged in strategic acquisitions to expand its operations, including recent acquisitions in Georgia, Mississippi, Wyoming, Texas, and Tennessee, but these may dilute stockholder ownership and introduce integration challenges[100]. - The company launched a bitcoin treasury function in April 2025, exposing it to significant risks and uncertainties in trading activities[185]. - The company anticipates increased scrutiny and regulation surrounding AI and HPC hosting, which may affect its business operations[215].

Financial Results - cbdMD, Inc. announced preliminary net revenues for Q4 and fiscal year ended September 30, 2025[6] - The press release was issued on November 21, 2025, detailing certain operating data for the reported periods[6] - The financial results are not deemed "filed" under the Securities Exchange Act of 1934, ensuring liability protections[6]

Capital Requirements and Regulatory Compliance - RJF, Raymond James Bank, and TriState Capital Bank must comply with U.S. Basel III capital rules, which establish minimum capital requirements and a capital conservation buffer[78]. - Failure to meet capital requirements can lead to regulatory actions that may materially affect financial results, including limitations on dividend payments and stock repurchases[79]. - As of September 30, 2025, both Raymond James Bank and TriState Capital Bank were categorized as well-capitalized, indicating strong financial health[88]. - The Federal Deposit Insurance Corporation (FDIC) assesses banks with over $10 billion in assets, including Raymond James Bank and TriState Capital Bank, using a scorecard method based on regulatory ratings and asset quality[85]. - The Volcker Rule prohibits RJF from engaging in proprietary trading and imposes restrictions on relationships with covered funds, ensuring compliance with market terms[89]. - RJF is required to act as a source of financial strength for its subsidiary banks, potentially providing financial assistance in times of distress[82]. - The SEC mandates that broker-dealer subsidiaries maintain minimum net capital to meet customer commitments, limiting capital transfers to parent companies[98]. - Raymond James Bank and TriState Capital Bank are subject to the Community Reinvestment Act, which requires them to meet the credit needs of their communities[91]. International and Subsidiary Regulations - The Canadian subsidiary, RJ Ltd., is regulated under federal and provincial laws, providing investor protection up to 1 million CAD per client[102]. - Raymond James Financial's UK subsidiaries are regulated by the FCA and provide investment services primarily to high-net-worth individuals, benefiting from the Financial Ombudsman Service and the Financial Services Compensation Scheme[104]. - The German subsidiary, Raymond James Corporate Finance GmbH, is licensed by BaFin and must comply with capital, liquidity, governance, and business conduct requirements[105]. - The majority of asset managers are registered as investment advisers with the SEC, subjecting them to extensive federal and state regulations[106]. Compliance and Data Protection - Compliance with the U.S. Bank Secrecy Act and related laws is mandatory, requiring financial institutions to implement anti-money laundering measures[107]. - The SEC's amendments to Regulation S-P require broker-dealers to adopt incident response programs for unauthorized access to customer information, effective December 21, 2025[114]. - The California Privacy Rights Act, enforceable in 2023, mandates additional disclosures and data rights for California residents[112]. - The E.U. and UK GDPR impose strict data protection compliance requirements on companies processing personal data of E.U. and UK residents[113]. - The company has implemented policies and training to ensure compliance with financial privacy and data security regulations[117]. Management and Forward-Looking Statements - The executive team has undergone significant changes, with multiple new appointments effective October 2024, including a new Chief Financial Officer and Chief Operating Officer[119]. - Forward-looking statements in the annual report highlight potential risks and uncertainties regarding future financial results and market conditions[123].

Financial Performance - Net loss for fiscal 2025 was $46.4 million, or $0.54 per share, compared to a net loss of approximately $43.0 million, or $0.52 per share for fiscal 2024[350]. - Cash and cash equivalents decreased to $102.6 million at September 30, 2025, down from $132.2 million at September 30, 2024[351]. - Cash flows used in operating activities increased by $8.2 million to $(39.0) million in fiscal 2025, primarily due to a decrease in accounts payable[354]. - Net other income for fiscal 2025 was $5.0 million, down from $9.9 million in fiscal 2024, primarily due to a $2.6 million decrease in interest income[348]. Operating Expenses - Operating expenses for fiscal 2025 decreased to $51.4 million, down from $52.9 million in fiscal 2024, primarily due to reduced research and development expenses[345]. - General and administrative expenses rose to $13.8 million in fiscal 2025, compared to $11.0 million in fiscal 2024, largely due to a $1.7 million increase in legal fees[347]. - The company recorded $0.6 million in research and development incentive income for fiscal 2025, a decrease from $2.3 million in fiscal 2024[349]. Research and Development - Total research and development costs for fiscal 2025 were $37.6 million, a decrease of approximately 10.7% from $41.8 million in fiscal 2024[345]. - Research and development expenses include costs for preclinical studies, clinical trials, manufacturing, and employee compensation, with milestone payments expensed upon achievement[373]. - Significant judgments and estimates are made in determining accrued balances and expenses related to clinical trials and external research organizations[374]. Financing and Agreements - The company entered into a Sales Agreement allowing for the sale of up to $150 million in common stock, with $140.4 million remaining unused as of September 30, 2025[361]. - The company has a $150 million Purchase Agreement with Lincoln Park, with $110.8 million remaining unused as of September 30, 2025[368]. Investments and Assets - The average amount invested in interest-bearing securities for the year ended September 30, 2025, was $109.3 million, with a return rate of 4.28%[381]. - At September 30, 2025, the company held net assets of $1.9 million (AUD $2.9 million) in Australian dollars, with a hypothetical 10% change in exchange rates affecting reported net assets by +/- $0.19 million[384]. - A hypothetical 100 basis point change in interest rates would impact net loss by approximately $1.1 million, with no principal loss experienced on investments to date[381]. Foreign Exchange and Inflation - The company does not utilize forward exchange contracts for foreign transactions, settling on a spot exchange basis[382]. - A hypothetical 10% change in foreign exchange rates would not have a material impact on the consolidated financial statements for the year ended September 30, 2025[383]. - Inflation has not had a material impact on the company's results of operations during the periods presented[385]. Other Expenses - The company incurs expenses related to the acquisition of intellectual property, which are expensed due to uncertainties in commercialization[375]. - Share-based compensation expenses are recognized based on the fair value method, with adjustments for actual forfeitures of unvested awards[376][377].

Economic Conditions and Risks - Global economic conditions, including inflation and supply chain disruptions, may negatively impact business operations and financial results[31] - Customers may delay, decrease, or cancel purchases, affecting cash flow and financial condition[32] - Raw material and energy inflation or shortages could harm financial condition and results of operations[34] - Weather-related events may adversely impact business operations and customer demand[35] - International operations expose the company to foreign exchange rate risks that may negatively affect financial performance[47] - Changes in tax laws or geographic mix of earnings could materially impact financial condition and results of operations[51] - Cybersecurity threats are evolving risks that the company addresses through comprehensive risk management strategies[56] - The company has not identified any known cybersecurity threats that have materially affected its business strategy or financial condition[58] Financial Performance - Net sales for fiscal 2025 increased to $3,204 million, a 47% increase from $2,187 million in fiscal 2024[66] - Operating income improved to $5 million in fiscal 2025, compared to a loss of $141 million in fiscal 2024, marking a 104% increase[66] - Projected cash from operations for fiscal 2026 is estimated to be between $170 million and $190 million, with free cash flow projected between $90 million and $110 million[64] - The Americas segment reported net sales of $1,833 million in fiscal 2025, up 23% from $1,493 million in fiscal 2024[71] - The Rest of World segment saw net sales rise to $1,371 million, a 98% increase from $694 million in fiscal 2024[73] - Comprehensive loss for fiscal 2025 was $186 million, a 23% increase from a loss of $151 million in fiscal 2024, primarily due to unfavorable currency translation[70] - Free cash flow for fiscal 2025 was reported at $126 million, with cash flow from operating activities at $103 million[79] - Interest expense increased significantly to $141 million in fiscal 2025, up from $3 million in fiscal 2024, reflecting higher borrowings[69] - At the end of fiscal 2025, the company had a cash balance of $305 million, with 86% located outside the U.S.[81] - The company reported a net loss of $159 million for the fiscal year 2025, compared to a net loss of $154 million in 2024[107] - Cash and cash equivalents rose to $305 million in 2025, compared to $230 million in 2024, indicating a 32.6% increase[112] - The company identified material weaknesses in internal controls related to the merger with Glatfelter and IT systems, which could affect financial reporting reliability[98] - The company's long-term debt stood at $1,952 million as of September 27, 2025, reflecting a significant increase from previous periods[112] - Comprehensive loss for the fiscal year 2025 was $186 million, compared to a comprehensive loss of $151 million in 2024[109] - Cash flows from operating activities generated $103 million, a decrease from $192 million in the prior year[114] - The company reported a consolidated net loss of $159 million for fiscal 2025, compared to a net loss of $154 million in fiscal 2024[187] - Basic and diluted net income per share for fiscal 2025 was $(4.47), an improvement from $(4.84) in fiscal 2024[187] Assets and Liabilities - Total assets increased to $3,989 million in 2025, up from $2,807 million in 2024, reflecting a growth of 42.1%[112] - Goodwill as of September 27, 2025, was reported at $663 million, with no impairment charge recognized during the annual quantitative goodwill impairment test[95] - Inventories increased to $474 million in fiscal 2025 from $259 million in fiscal 2024[132] - Property, plant, and equipment rose to $1,476 million in fiscal 2025, up from $949 million in fiscal 2024[133] - Long-term debt totals $1,952 million, including a $785 million Term Loan and $800 million in 7.25% First Priority Senior Secured Notes, both maturing in 2031[149] - The book value of marketable long-term indebtedness exceeded fair value by $108 million as of September 27, 2025[155] - The Company has a net deferred tax asset of $30 million as of fiscal year 2025, compared to a liability of $21 million in 2024[166] - The Company reported a total current income tax expense of $20 million for fiscal 2025, down from $28 million in 2024[164] Acquisitions and Restructuring - The company may pursue acquisitions or mergers, which could involve risks and affect financial performance[37] - The company completed the acquisition of GLT, which contributed $37 million in cash acquired[114] - The GLT acquisition resulted in a $27 million increase in goodwill, with total consideration for the acquisition at $74 million[147] - For the year ended September 27, 2025, unaudited pro forma net sales from GLT were $3,316 million, contributing $1,145 million to total net sales[148] - The restructuring plan, Project CORE, is expected to yield operational savings over the next two years, with a total restructuring cost of $89 million recognized in fiscal 2025[175] - The company incurred a total of $89 million in restructuring and other activities in fiscal 2025, significantly higher than the $30 million in 2024[176] - Cumulative costs attributed to restructuring programs since 2023 totaled $63 million[177] Shareholder and Compensation Information - The company recognized total share-based compensation expense of $19 million in fiscal 2025, up from $7 million in both fiscal 2024 and 2023[129] - The company had unrecognized compensation expense of $16 million on equity incentive awards as of the fiscal year end[178] - The company had equity incentive shares available for grant of 5 million as of September 27, 2025[179] Tax and Regulatory Matters - The effective tax rate is influenced by various factors, including enacted tax laws and the ability to utilize foreign tax credits[140] - The Company recognized a net loss of $84 million on net investment hedges for the year ended September 27, 2025[154] - The Company has recorded unrecognized tax benefits of $45 million as of fiscal year 2025, an increase from $12 million in 2024[169] Operational Insights - The company has 22 manufacturing facilities in the Americas and 23 in the rest of the world, with 2 and 4 leased facilities respectively[59] - The top customer represented approximately 14% of net sales, while the top ten customers accounted for about 42% of net sales[127] - Total segment operating expenses for fiscal 2025 were $2,850 million, up from $1,905 million in fiscal 2024, indicating a 49.6% increase[181] Future Projections - Future amortization expense for definite lived intangibles is projected at $45 million for fiscal 2026, decreasing to $26 million by fiscal 2030[137] - The Company expects to pay future pension benefits totaling $2 million annually from 2026 to 2030, with an additional $9 million expected from 2031 to 2035[173] - The weighted-average remaining lease term for operating leases decreased from 6.5 years in 2024 to 5.6 years in 2025[160] Documentation and Agreements - The financial statements are incorporated by reference to Item 8 of the report[208] - The company has filed various agreements related to the RMT Transaction, including a Transaction Agreement and a Separation and Distribution Agreement, both dated February 6, 2024[212] - The company has entered into a Term Loan Credit Agreement and an Asset-Based Revolving Credit Agreement, both dated November 4, 2024[212] - The company has established a Deferred Compensation Plan and an Executive Severance Plan, both filed on November 5, 2024[213] - The company has made amendments to the Tax Matters Agreement, with the latest amendment dated October 21, 2024[213] - The company has a 2024 Omnibus Incentive Plan in place, which was incorporated by reference in the report[212] - The company has signed various employment agreements and compensation plans for executives, with the latest dated December 20, 2024[213] - The company has filed a letter from Deloitte & Touche LLP, dated November 4, 2024, as part of the report[213] - The company has a list of subsidiaries and subsidiary guarantors filed as part of the report[213] - The company has certifications from the Chief Executive Officer and Chief Financial Officer included in the report[213]