Financial Performance - Net income for fiscal Q1 2026 increased to $176.6 million or $3.00 per diluted Class A share, compared to $6.6 million or $0.13 per diluted Class A share in the prior year[6]. - Adjusted EBITDA rose by 24.0% to $122.5 million from $98.8 million, reflecting strong operational performance despite a muted demand environment[6]. - Operating profit significantly rose to $256.6 million compared to $34.1 million in the prior year, reflecting a substantial improvement in operational efficiency[31]. - Net income attributable to Greif, Inc. was $174.6 million, a significant increase from $22.0 million in the same quarter of 2024[31]. - Basic earnings per share attributable to Greif, Inc. common shareholders for Class A was $3.04, compared to $0.38 in the previous year[31]. - Net income for Q1 2026 was $182.9 million, a substantial increase from $11.3 million in Q1 2025[41]. - The net income for the trailing twelve months ended December 31, 2025, was $1,043.2 million, significantly higher than $228.8 million for the previous period[48]. Sales and Revenue - Net sales for Customized Polymer Solutions increased by $10.7 million to $305.1 million, primarily due to positive foreign currency translation impacts[13]. - Net sales for Sustainable Fiber Solutions decreased by $32.1 million to $311.9 million, mainly due to lower volumes[17]. - Total net sales for the three months ended December 31, 2025, were $994.8 million, a decrease of 2.0% from $1,016.7 million in 2024[37]. - The Innovative Closure Solutions segment reported total sales of $39.4 million in Q1 2026, with a gross profit margin of 22.6%, up from 18.8% in Q1 2025[37]. - Durable Metal Solutions maintained stable sales at $354.8 million in Q1 2026, slightly down from $355.9 million in Q1 2025[37]. Cost and Optimization - The company achieved $65.0 million of run-rate cost optimization by the end of Q1 2026, up from $50.0 million at the end of Q4 2025[6]. - Adjusted free cash flow for Q1 2026 was $(41.0) million, worsening from $(23.3) million in Q1 2025[43]. Debt and Financial Leverage - Total debt decreased by $1,896.2 million to $944.0 million, primarily due to the repayment of debt from the sale of the Containerboard Business and timberlands[6]. - The leverage ratio improved to 1.2x from 3.6x in the prior year quarter, indicating a significant reduction in financial leverage[6]. - Long-term debt reduced to $655.1 million from $914.8 million, indicating improved financial leverage[33]. - Total debt as of December 31, 2025, was $944.0 million, while cash and cash equivalents were $243.5 million, leading to a net debt of $700.5 million[46]. - The leverage ratio for the period ended December 31, 2025, was 1.2x, a significant decrease from 3.6x for the period ended January 31, 2025[48]. Cash Flow and Assets - Cash and cash equivalents at the end of the period were $243.5 million, down from $256.7 million at the beginning of the period[35]. - The company reported a net cash used in operating activities of $24.4 million, contrasting with a net cash provided of $16.6 million in the same quarter of 2024[35]. Taxation - The effective income tax rate for Q1 2026 was recorded at 24.4%, with an expected range of 26.0% to 30.0% for the fiscal year[21]. - The adjusted net income, excluding adjustments, was $26.6 million, resulting in adjusted Class A earnings per share of $0.48, with a tax rate of 31.7%[44]. Other Financial Metrics - The trailing twelve months adjusted EBITDA for the period ended December 31, 2025, was $744.1 million, compared to $712.4 million for the previous period[48]. - Greif, Inc. incurred acquisition and integration related costs of $6.1 million and restructuring charges of $76.2 million during the trailing twelve months ended December 31, 2025[48]. - The company reported a non-cash pension settlement charge of $0.9 million and other costs amounting to $34.9 million for the same period[48]. - The company experienced a gain on disposal of properties, plants, and equipment of $215.7 million, compared to a loss of $2.4 million in the prior year[35]. - Greif, Inc. experienced a loss on disposal of properties, plants, and equipment, netting a loss of $222.8 million for the trailing twelve months ended December 31, 2025[48].

Financial Performance - Net income for fiscal Q1 2026 increased to $176.6 million or $3.00 per diluted Class A share, compared to $6.6 million or $0.13 per diluted Class A share in the prior year[6]. - Adjusted EBITDA rose by 24.0% to $122.5 million, up from $98.8 million in the same quarter last year[6]. - Operating profit significantly rose to $256.6 million compared to $34.1 million in the prior year, reflecting a substantial improvement in operational efficiency[31]. - Net income attributable to Greif, Inc. was $174.6 million, a significant increase from $22.0 million in the same quarter of 2024[31]. - Basic earnings per share attributable to Greif, Inc. common shareholders for Class A was $3.04, compared to $0.38 in the previous year[31]. - Net income for the three months ended December 31, 2025, was $182.9 million, a substantial increase from $11.3 million in 2024[41]. - Excluding adjustments, the net income for the three months ended December 31, 2025, was $26.6 million, with Class A earnings per share of $0.48 and a tax rate of 31.7%[44]. Sales and Revenue - Net sales for Customized Polymer Solutions increased by $10.7 million to $305.1 million, primarily due to $13.3 million from positive foreign currency translation impacts[13]. - Net sales for Durable Metal Solutions decreased by $1.1 million to $354.8 million, with a $18.6 million decline attributed to lower volumes[15]. - Net sales for Sustainable Fiber Solutions decreased by $32.1 million to $311.9 million, primarily due to $24.7 million from lower volumes[17]. - Total net sales for the three months ended December 31, 2025, were $994.8 million, a decrease of 2.0% from $1,016.7 million in 2024[37]. Cost and Efficiency - The company achieved $65.0 million of run-rate cost optimization by the end of Q1 2026, up from $50.0 million at the end of Q4 2025[6]. - Total gross profit increased to $202.6 million, up 1.6% from $199.4 million year-over-year[31]. - Total gross profit increased to $202.6 million in 2025, up from $199.4 million in 2024, reflecting a gross profit margin improvement[37]. - The company reported a significant increase in operating profit for the Sustainable Fiber Solutions segment, reaching $218.5 million in 2025, compared to $1.1 million in 2024[39]. Debt and Financial Position - Total debt decreased by $1,896.2 million to $944.0 million, primarily due to the repayment of approximately $1,864.0 million from the sale of the Containerboard Business[6]. - The leverage ratio improved to 1.2x from 3.6x in the prior year quarter[6]. - Long-term debt reduced to $655.1 million from $914.8 million, indicating improved financial leverage[33]. - The adjusted net debt as of December 31, 2025, was $668.4 million, down from $2,558.4 million as of January 31, 2025[48]. - Total debt as of December 31, 2025, was $944.0 million, while cash and cash equivalents were $243.5 million[46]. Cash Flow and Investments - The company reported a net cash used in operating activities of $24.4 million, contrasting with a net cash provided of $16.6 million in the same quarter of 2024[35]. - Free cash flow for the three months ended December 31, 2025, was $(57.4) million, compared to $(26.1) million in 2024, indicating a decline in cash generation[43]. - Cash paid for acquisition and integration related costs was $0.7 million in Q1 2026, down from $1.7 million in Q1 2025[43]. - Cash paid for taxes related to Containerboard Business divestment was $13.7 million in Q1 2026, reflecting ongoing strategic adjustments[43]. Other Financial Metrics - The company recorded an income tax rate of 24.4% for the first quarter, with an expected range of 26.0% to 30.0% for fiscal 2026[21]. - The trailing twelve months Credit Agreement EBITDA for the period ended December 31, 2025, was $573.7 million, compared to $705.7 million for the period ended January 31, 2025[48]. - The Innovative Closure Solutions segment reported total sales of $39.4 million in Q1 2026, with a gross profit margin of 22.6%, up from 18.8% in Q1 2025[37]. - The company incurred acquisition and integration related costs of $0.7 million and restructuring charges of $14.2 million for the three months ended December 31, 2025[44]. - Non-cash asset impairment charges amounted to $0.2 million for the three months ended December 31, 2025[44]. - The company reported a loss on disposal of properties, plants, and equipment of $215.7 million for the three months ended December 31, 2025[44].

Financial Performance - First-quarter sales were $386 million, down 5% from $405 million in the prior-year quarter, with the Avoca divestiture reducing sales by approximately $10 million or 2%[4] - Loss from continuing operations was $14 million, or $(0.30) per diluted share, compared to a loss of $166 million or $(3.51) in the prior year[7] - Adjusted EBITDA was $58 million, down 5% from $61 million in the prior-year quarter, with the Avoca divestiture accounting for a $1 million reduction[7] - Adjusted EBITDA guidance for full-year fiscal 2026 is narrowed to $400 million to $420 million, reflecting temporary impacts from the Calvert City startup delay[24] - Adjusted Diluted Earnings Per Share Excluding Intangibles Amortization shows double-digit growth, indicating operational improvement and progress in portfolio optimization[31] - The net loss for the three months ended December 31, 2025, was $12 million, a significant improvement from a loss of $165 million in the same period of 2024[46] - Operating income for the three months ended December 31, 2025, was reported at a loss of $6 million, compared to a loss of $179 million in the same period of 2024[57] - The net loss from continuing operations for the three months ended December 31, 2025, was $14 million, an improvement from a loss of $166 million in 2024[58] - Diluted EPS from continuing operations for the three months ended December 31, 2025, was $(0.30), compared to $(3.51) in 2024[61] Segment Performance - Life Sciences segment sales totaled $139 million, up 4% year-over-year, driven by higher sales volumes within pharma applications[11] - Personal Care sales were $123 million, a decrease of 8% compared to $134 million in the prior-year quarter, primarily due to the Avoca divestiture[15] - Specialty Additives sales were $102 million, down 11% year-over-year, reflecting continued coatings weakness in China and softer demand in North America[18] - Sales for Life Sciences reached $139 million, while Personal Care sales were $123 million, indicating a mixed performance across segments[46] - The operating loss for the Specialty Additives segment was $8 million, compared to a loss of $5 million in the previous year[46] Cash Flow and Liquidity - Cash flows provided by operating activities were $125 million, up from a use of $30 million in the prior-year quarter, primarily due to a $103 million tax refund[9] - Free cash flows for the three months ended December 31, 2025, were $111 million, a significant improvement from a negative $53 million in 2024[54] - Total cash flows provided by operating activities from continuing operations for the three months ended December 31, 2025, were $125 million, compared to $(30) million in 2024[54] - The company reported ongoing free cash flow conversion of 45% for the three months ended December 31, 2025, compared to -43% in 2024[54] Balance Sheet and Assets - Total assets decreased to $4,519 million as of December 31, 2025, down from $4,611 million on September 30, 2025, representing a decline of approximately 2%[48] - Cash and cash equivalents increased to $304 million from $215 million, marking a rise of 41.2%[49] - Total current liabilities decreased to $366 million from $423 million, a reduction of approximately 13.5%[48] - Long-term debt remained stable at $1,387 million, showing a marginal increase from $1,384 million[48] - The company’s stockholders' equity decreased to $1,878 million from $1,904 million, reflecting a decline of approximately 1.4%[48] Operational Insights - The company expects stronger performance in the second half of the fiscal year as commercial activity and operational efficiencies build[25] - Ongoing Free Cash Flow Conversion is approximately 50% of Adjusted EBITDA, with capital expenditures around $100 million[31] - The company expects approximately $30 million in cost savings from the $90 million manufacturing optimization program for fiscal 2026[31] - Demand in Life Sciences and Personal Care is anticipated to remain resilient, supported by stable fundamentals and innovation-driven product lines[31] - Raw material costs are expected to remain stable to positive, with supply chains performing reliably[31] - Tariff-related uncertainty remains elevated, with no material incremental impacts anticipated beyond known exposures[31] Tax and Restructuring - The tax effect of key items for the three months ended December 31, 2025, was $(4) million, compared to $(50) million in 2024[58] - The company incurred $5 million in restructuring, separation, and other costs for the three months ended December 31, 2025[57] - The impact from the remeasurement of foreign deferred tax balances is due to rate changes for foreign jurisdictions and other tax law changes enacted during fiscal 2025[63] - Amortization expense adjustment (net of tax) tax rates were 20% for the three months ended December 31, 2025, compared to 21% for the same period in 2024[63] Manufacturing and Operational Challenges - Manufacturing assumptions include approximately $11 million in temporary impacts from startup delays and weather-related disruptions, expected to recover over time[31] - Environmental reserve adjustments contributed $10 million to operating income for the three months ended December 31, 2025[58] - The company reported a depreciation and amortization expense of $48 million for the three months ended December 31, 2025, down from $51 million in 2024[51]

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 September 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: 001-43019 VINE HILL CAPITAL INVESTMENT CORP. II (Exact name of registrant as specified in its charter) Indicate by chec ...

Financial Performance - As of December 31, 2025, the company reported accumulated losses of $54,341,549 and a loss of $268,377 for the year, primarily due to operating costs and limited sales operations [32]. - The company had cash and cash equivalents of $160 as of December 31, 2025, and estimates that existing cash resources will not be sufficient to fund operations into the second half of 2026 [37]. - The company has incurred significant losses over the past three years (2023 to 2025) and may continue to incur losses as it develops its businesses in nano-coated plate filters and halal products [35]. - Total operating revenues for the year ended December 31, 2025, were $71,580, compared to $60,471 in 2024 and $85,454 in 2023 [209]. - The net loss for the year ended December 31, 2025, was $268,377, compared to a net loss of $1,729,001 in 2024 and $2,203,554 in 2023 [209]. - Revenue for the year ended December 31, 2025, was $71,580, an increase of $11,109, or 18.4%, compared to $60,471 in 2024 [217]. - The main source of revenue in 2025 was consulting services for the Halal process, while 2024's revenue was primarily from the sale of Halal products [217]. Going Concern and Financing - There is substantial doubt regarding the company's ability to continue as a going concern, which may affect its ability to obtain future financing [37]. - The company plans to raise necessary funds to roll out its Halal and lamination manufacturing business within the next 12 months, but there is no certainty of achieving significant operations or profitability [32]. - The company may require additional financing through various means, including joint ventures and debt or equity financing, which could be dilutive to existing shareholders [40]. - The company has never paid a dividend and does not intend to pay dividends in the foreseeable future, meaning shareholders may not receive returns from dividends [157]. - The company may issue additional securities in the future, which could result in dilution to existing shareholders [152]. Operational Risks - The company is currently monitoring geopolitical risks, including the military conflict between Russia and Ukraine, which could adversely affect its business and financial condition [29]. - The company faces risks related to the commercialization of its new products and services, which are essential for attracting and retaining its customer base [43]. - The company faces significant competition in its nano-coated plate filter, switchable glass, and halal products businesses, with competitors having greater financial resources and experience [47]. - The company relies on distributors for its halal products, nano-coated plate filters, and switchable glass products, and failure to retain or attract key distributors could materially impact operations [59]. - The company faces significant competition in the halal food industry, which could lead to decreased demand and reduced margins due to competitors with greater resources and market influence [67]. - The company relies heavily on key personnel for its operations; losing these individuals could adversely impact business continuity and performance [76][77]. - The company experiences rapid growth, which places demands on its management and operational infrastructure; failure to manage this growth could negatively affect product quality and brand reputation [82]. Compliance and Regulatory Issues - The company received a notification from Nasdaq on May 2, 2025, indicating non-compliance with the Nasdaq Listing Rule 5250(c)(1) due to the failure to timely file its annual report for the year ended December 31, 2024 [129]. - The company has until July 2, 2025, to submit a Compliance Plan to regain compliance with Nasdaq Listing Rules [129]. - If Nasdaq accepts the Compliance Plan, the company may be granted an exception until October 29, 2025, to regain compliance [130]. - The company received a notification letter on December 30, 2025, regarding a failure to meet Nasdaq's minimum bid price requirement, with the closing bid price below US$1.00 for 30 consecutive business days [134]. - The company has a Compliance Period of 180 calendar days, until June 29, 2026, to regain compliance with the minimum bid price requirement [134]. - If the company fails to satisfy the continued listing requirements, it may face delisting, negatively affecting the price and liquidity of its Ordinary Shares [136]. Market and Economic Conditions - Economic conditions, including consumer discretionary spending and the ongoing effects of COVID-19, may adversely affect the company's revenues and profitability [73][74]. - Changes in economic, political, and social conditions in key markets like Malaysia and the Middle East could significantly influence business prospects and financial results [114]. - The market for halal products is growing significantly in Asia and Europe, presenting opportunities for the Company to expand its offerings [184]. Product Development and Innovation - The company emphasizes the importance of product innovation and packaging to maintain and grow sales; failure to innovate could materially affect sales and margins [69][68]. - The company intends to build its own brands for air purifiers, halal, and switchable glass products when launching to market [186]. - The company will rely on partners for the development of new technologies in nano-coated plates and lamination lines for switchable glass [190]. - The success of the company's nano-coated plate products depends on the continuous innovation of its third-party equipment manufacturer; failure to innovate could adversely affect business performance [119]. Intellectual Property and Legal Risks - The company faces risks related to intellectual property rights, and failure to protect these rights could negatively impact business and competitive advantage [64][65]. - The company may face substantial costs and operational impacts due to potential claims of intellectual property infringement, which could divert resources and negatively affect financial condition [94]. - Licensing agreements for intellectual property rights may significantly increase operating expenses, and failure to obtain such licenses could hinder product commercialization [95]. - The company does not own patent technologies and relies on equipment suppliers, exposing it to potential infringement claims from competitors and non-practicing entities [96]. Manufacturing and Operational Challenges - Manufacturing electronic glass requires significant investment in equipment and operating capital, and failure to secure adequate capital may adversely affect business operations [60]. - The company has limited manufacturing experience, which may lead to delays in product availability and negatively impact business operations [51]. - The company faces risks related to the operational performance of complex manufacturing equipment, which could affect production efficiency and costs [87]. - Achieving targeted manufacturing costs is essential; failure to do so may lead to significant cost overruns and adversely affect profitability [103]. Financial Reporting and Internal Controls - The company is subject to reporting obligations under U.S. securities laws, and failure to maintain effective internal controls over financial reporting could harm investor confidence [57]. - A material weakness in internal control over financial reporting has been identified, which could impair the accuracy of financial statements [155]. - The company may be classified as a Passive Foreign Investment Company (PFIC), which could subject U.S. investors to adverse tax rules [144].

Investment Portfolio - The total fair value of the investment portfolio increased to $2,013.2 million as of December 31, 2025, up from $1,785.3 million as of March 31, 2025[314]. - The company had investments in 132 portfolio companies with an aggregate cost of $2,031.2 million as of December 31, 2025, compared to 121 companies with a cost of $1,779.4 million as of March 31, 2025[314]. - Debt investments at fair value bearing a floating rate were $1,739.7 million, representing 95.0% of total debt investments as of December 31, 2025[314]. - Investments on non-accrual status represented approximately 1.5% of the total investment portfolio's fair value as of December 31, 2025, compared to 1.7% as of March 31, 2025[310]. - The percentage of portfolio at fair value secured by first lien increased to 90.0% as of December 31, 2025, from 88.9% as of March 31, 2025[315]. Financial Performance - Total investment income for the three months ended December 31, 2025, was $61,447,000, an increase of 18.2% compared to $51,973,000 in 2024[326]. - Net investment income for the three months ended December 31, 2025, was $36,985,000, reflecting a 22.0% increase from $30,316,000 in the same period of 2024[326]. - Total investment income for the nine months ended December 31, 2025, was approximately $174.3 million, a $22.3 million, or 14.7%, increase compared to the same period in 2024[340]. - Net investment income for the nine months ended December 31, 2025, was $100.9 million, an increase of $10.5 million, or 11.6%, compared to the same period in 2024[339]. - The net increase in net assets from operations for the three months ended December 31, 2025, was $32,896,000, a 102.2% increase from $16,268,000 in 2024[326]. Debt and Interest - The weighted average annual effective yield on debt investments was 11.3% as of December 31, 2025, down from 11.7% as of March 31, 2025[315]. - Total interest expense for the three months ended December 31, 2025, was $18.0 million, an increase of $3.3 million from $14.7 million in the same period of 2024[330]. - Interest income for the three months ended December 31, 2025, totaled $53.4 million, up from $46.1 million in the prior year, driven by a 22.5% increase in the average monthly cost basis of debt investments[328]. - Interest expense for the nine months ended December 31, 2025, was $49.3 million, an increase of $9.6 million from $39.7 million in the prior year[343]. - A hypothetical 75 basis point increase in interest rates could increase net investment income by $11.1 million[379]. Operational Metrics - The ratio of last twelve months (LTM) operating expenses, excluding interest expense, as a percentage of LTM average total assets was 1.67% as of December 31, 2025, compared to 1.61% as of December 31, 2024[305]. - The weighted average EBITDA of portfolio companies was $16,065 as of December 31, 2025, down from $18,499 as of March 31, 2025[315]. - The weighted average leverage of portfolio companies was not disclosed, but 14 companies were excluded from calculations due to non-meaningful debt to adjusted EBITDA ratios as of December 31, 2025[320]. Cash and Liquidity - As of December 31, 2025, the company had $42.6 million in cash and cash equivalents and $395.2 million of unused capacity under its credit facilities[355]. - The company had $210.0 million in borrowings outstanding under its Corporate Credit Facility as of December 31, 2025[356]. - The company anticipates continuing to fund its investment activities through existing cash, cash flows from operations, and future issuances of debt and equity[351]. Equity and Commitments - The Company established an Equity ATM Program with a maximum offering price increased to $1.0 billion as of May 21, 2024, from $650.0 million[366]. - As of December 31, 2025, the Company sold a total of 39,333,069 shares under the Equity ATM Program, raising $844.6 million in gross proceeds[367]. - The Company had approximately $284.6 million in currently unfunded commitments as of December 31, 2025[370]. - Total contractual obligations amounted to $1,365.5 million as of December 31, 2025, with significant payments due in 1-3 years totaling $327.5 million[372]. Market and Economic Conditions - The company is closely monitoring macro-economic risks, including commodity inflation and geopolitical instability, which may impact portfolio companies[318]. - The Federal Reserve decreased interest rates by 0.25% in September, October, and December of 2025, affecting the Company's gross investment income[377]. Joint Ventures and New Initiatives - The Company formed a joint venture on January 22, 2026, with a private credit asset manager, focusing on first out senior secured debt opportunities[374].

Financial Performance - Net sales for the second quarter were $118.2 million, an increase of 9.0% compared to $108.5 million in the prior year quarter[4] - GAAP operating income was $9.0 million, or 7.6% of net sales, down from $11.7 million, or 10.7% of net sales in the prior year quarter[4] - Adjusted operating income increased by 35% to $9.0 million, or 7.6% of net sales, compared to $6.7 million, or 6.1% of net sales in the prior year quarter[8] - Net income for the quarter was $6.6 million, or $1.18 per diluted share, compared to $9.1 million, or $1.62 per diluted share in the prior year quarter[9] - Reported GAAP operating income for Q4 2025 was $8,997,000, down from $11,654,000 in Q4 2024, representing a decrease of 22.7%[21] - Adjusted operating income for Q4 2025 was $8,997,000, compared to $6,663,000 in Q4 2024, an increase of 35.1%[21] - Reported GAAP net income for Q4 2025 was $6,644,000, a decrease of 26.5% from $9,054,000 in Q4 2024[22] - Adjusted net income for Q4 2025 was $6,644,000, up from $5,294,000 in Q4 2024, reflecting a growth of 25.6%[22] - Reported GAAP diluted earnings per share for Q4 2025 was $1.18, down from $1.62 in Q4 2024, a decline of 27.1%[23] - Adjusted diluted earnings per share for Q4 2025 was $1.18, compared to $0.95 in Q4 2024, an increase of 24.2%[23] Margins and Expenses - Gross margin improved to 22.7%, up 170 basis points from 21.0% in the prior year quarter, driven by a favorable sales composition of higher margin products[6] - Selling, general and administrative (SG&A) expenses increased to 15.1% of net sales, up from 14.9% in the prior year quarter, primarily due to investments in growth initiatives[7] - The effective income tax rate for the quarter was 28.9%, compared to 22.4% in the prior year quarter[8] - GAAP operating margin for Q4 2025 was 7.6%, down from 10.7% in Q4 2024[21] - Adjusted operating margin for Q4 2025 was 7.6%, compared to 6.1% in Q4 2024, an improvement of 24.6%[21] - The effective tax rate used for adjustments in Q4 2024 was 24.66%[24] Strategic Focus - Flexsteel remains focused on innovation and strategic partnerships to navigate market volatility and drive long-term growth[3] - The company reported a significant increase in unit volume for sourced soft seating products, contributing to sales growth[5] Cash and Working Capital - The company ended the quarter with a cash balance of $36.8 million and working capital of $126.0 million[10]

Financial Performance - Fiscal 2026 first-quarter consolidated net income was $122.5 million, or $1.22 per share, compared to $131.3 million, or $1.32 per share, in the same period of fiscal 2025[3]. - Fiscal 2026 first-quarter consolidated net financial earnings (NFE) were $118.2 million, or $1.17 per share, down from $128.9 million, or $1.29 per share, in the first quarter of fiscal 2025[3]. - The company raised its fiscal 2026 net financial earnings per share (NFEPS) guidance to a range of $3.28 to $3.43, an increase of $0.25 from the previous range of $3.03 to $3.18[4]. - Net income for the three months ended December 31, 2025, was $122.490 million, compared to $131.319 million in the same period of 2024, reflecting a decrease of 6.3%[28]. - Basic earnings per share for Q4 2025 was $1.22, down from $1.32 in Q4 2024, a decline of 7.6%[28]. - Net financial earnings for Q4 2025 were $118.173 million, compared to $128.894 million in Q4 2024, a decrease of 8.3%[31]. Revenue Growth - Total operating revenues for the three months ended December 31, 2025, increased to $604.854 million, up from $488.361 million in 2024, representing a growth of 23.9%[28]. - Natural Gas Distribution segment reported operating revenues of $410.138 million in Q4 2025, up from $333.765 million in Q4 2024, an increase of 22.9%[38]. - Energy Services segment's operating revenues rose to $119.107 million in Q4 2025 from $86.308 million in Q4 2024, marking a growth of 37.9%[35]. - Clean Energy Ventures generated operating revenues of $31.760 million in Q4 2025, compared to $26.406 million in Q4 2024, an increase of 20.9%[38]. - Operating revenues for Natural Gas Distribution increased to $410,138,000 in Q1 2026 from $333,765,000 in Q1 2025, representing a growth of 22.9%[40]. - Total Operating Revenues for Clean Energy Ventures reached $31,760,000 in Q1 2026, up from $26,406,000 in Q1 2025, a growth of 20.5%[41]. - Operating revenues for Energy Services increased to $119,107,000 in Q1 2026 from $86,308,000 in Q1 2025, representing a growth of 37.9%[42]. Customer Metrics - The number of NJNG customers increased to approximately 592,000 as of December 31, 2025, compared to 589,000 as of September 30, 2025[8]. - The throughput for NJNG's core customers increased to 31.7 Bcf in Q4 2025 from 27.2 Bcf in Q4 2024, indicating a growth in customer demand[38]. - Total System Throughput increased to 31.7 Bcf in Q1 2026 from 27.2 Bcf in Q1 2025, marking a rise of 16.6%[40]. - Total Service Contract Customers at December 31, 2025, were 97,793, a slight decrease from 99,604 in 2024[43]. Expenses and Capital Expenditures - Capital expenditures for the first quarter were $163.6 million, up from $149.6 million in the same period of fiscal 2025[19]. - The total operating expenses for Q4 2025 were $425.646 million, up from $298.784 million in Q4 2024, representing a rise of 42.5%[28]. - The company expects to deploy between $4.8 billion and $5.2 billion in capital expenditures through 2030, with over 60% allocated to utility spending at NJNG[19]. Segment Performance - New Jersey Natural Gas (NJNG) reported first-quarter NFE of $83.8 million, up from $66.9 million in the same period of fiscal 2025, driven by a base rate case settlement[7]. - Energy Services reported first-quarter NFE of $16.3 million, compared to $7.8 million in the same period of fiscal 2025, due to higher natural gas price volatility[13]. - Clean Energy Ventures (CEV) reported first-quarter NFE of $9.6 million, down from $48.1 million in the same period of fiscal 2025, primarily due to a one-time gain on sale of assets[10]. - Net Income for the Natural Gas Distribution segment was $83,829,000 in Q1 2026, up from $66,908,000 in Q1 2025, reflecting a growth of 25.3%[40]. - Net Income for Clean Energy Ventures decreased to $9,590,000 in Q1 2026 from $48,130,000 in Q1 2025, a decline of 80.1%[41]. - Net Income for Energy Services rose to $20,597,000 in Q1 2026 compared to $10,258,000 in Q1 2025, an increase of 100.5%[42]. - Operating Income for Home Services and Other was $787,000 in Q1 2026, down from $995,000 in Q1 2025, a decline of 21.0%[43].

Securities Purchase Agreement - The Company is entering into a Securities Purchase Agreement to sell shares of Common Stock to Purchasers[2]. - The Closing Date for the transaction is set to occur no later than 30 calendar days after the date of the Agreement[39]. - Each Purchaser is required to pay the Subscription Amount via wire transfer prior to the Closing[39]. - The Company will deliver shares registered in the name of each Purchaser upon receipt of the Subscription Amount[39]. - The Purchasers must deliver the executed Registration Rights Agreement and Subscription Amount to the Company prior to Closing[41]. - The Agreement may be terminated by any Purchaser if the Closing is not consummated within 45 calendar days[107]. - Notices under the Agreement must be in writing and are deemed effective upon transmission or receipt[111]. - The Agreement is governed by the laws of the State of New York, with exclusive jurisdiction in New York courts[115]. - The Agreement contains the entire understanding of the parties and supersedes all prior agreements[109]. - The Company may not assign the Agreement without prior written consent from each Purchaser[114]. - The Agreement includes a waiver of jury trial for any disputes arising from it[125]. Company Representations and Warranties - The Company must ensure that all representations and warranties are accurate in all material respects as of the Closing Date[42]. - No Material Adverse Effect should occur with respect to the Company from the date of the Agreement to the Closing Date[44]. - The Company and its Subsidiaries are in good standing and duly qualified to conduct business in their respective jurisdictions[47]. - The Company owns all capital stock of its Subsidiaries free and clear of any Liens[46]. - The Company has the requisite corporate power and authority to enter into and consummate the transactions contemplated by the Agreement, with no further action required by the Board of Directors or stockholders[48]. - The capitalization of the Company is as set forth in the SEC Reports, with no new capital stock issued since the last filing, except for employee stock options[53]. - Since the date of the latest audited financial statements, there have been no events that would reasonably be expected to result in a Material Adverse Effect[55]. - The Company and its Subsidiaries are in compliance with all applicable environmental laws and have received all necessary permits to conduct their businesses[60]. - The Company possesses all necessary regulatory permits to conduct its business, and there have been no notices of revocation or modification of any Material Permit[61]. - The Company has good and marketable title to all personal property material to its business, free and clear of all Liens, except for certain specified exceptions[62]. - The Company has all necessary intellectual property rights, and there are no known claims of infringement that would have a material adverse effect[63]. - The Company has no outstanding debts exceeding $250,000, except for trade accounts payable incurred in the ordinary course of business[74]. - The Company has filed all required tax returns and paid all material taxes due, with no claims of unpaid taxes from any jurisdiction[75]. - The Company confirms that none of its Issuer Covered Persons are subject to any "Bad Actor" disqualifications under Rule 506(d) of the Securities Act[83]. - The Company will notify Purchasers in writing of any Disqualification Event prior to the Closing Date[84]. Compliance and Internal Controls - The Company has filed all required SEC Reports on a timely basis, and the financial statements comply with applicable accounting requirements and fairly present the financial position of the Company[54]. - The Company maintains a system of internal accounting controls that provide reasonable assurance regarding the accuracy of financial reporting[67]. - The Company is in compliance with the Sarbanes-Oxley Act of 2002 and has established adequate disclosure controls and procedures[67]. - The Company has not experienced any security breaches related to its IT systems and data, and is in compliance with applicable privacy and security laws[82]. - The Company has taken reasonable security measures to protect its intellectual property rights, which are deemed enforceable[63]. Transaction Terms and Conditions - The Company will provide a Registration Rights Agreement to the Purchasers at the Closing[40]. - The Company agrees to maintain the listing of its Common Stock on the Trading Market where it is currently listed[102]. - The Company will indemnify Purchasers against any losses or liabilities resulting from breaches of representations or warranties made by the Company[101]. - The Company will issue a press release disclosing the material terms of the transactions contemplated[99]. - The Company will use commercially reasonable efforts to maintain the registration of the Common Stock under the Exchange Act[97]. - The Purchasers are required to maintain confidentiality regarding the terms of the transactions until publicly announced[104]. - The Company will take necessary actions to ensure the Shares are listed or quoted on any new Trading Market if applied[102]. - The Company agrees to timely file a Form D with the SEC regarding the Shares as required under Regulation D[105]. - The Company will take necessary actions to obtain exemptions for the Shares under applicable securities laws[105]. - Each party is responsible for its own fees and expenses related to the Agreement, while the Company will cover Transfer Agent fees and taxes[108]. - The Company has not incurred any brokerage or finder's fees related to the transactions contemplated by the Transaction Documents[68]. - The Company is not classified as an "investment company" under the Investment Company Act of 1940 and will conduct its business to avoid such classification[70]. - The Company's accounting firm, UHY LLP, is expected to express its opinion on the financial statements for the fiscal year ending December 31, 2025[79]. - The Purchasers acknowledge that they have had the opportunity to review the Transaction Documents and the SEC Reports[89]. - Each Purchaser represents that they are acquiring the Shares as principal for their own account and not for distribution or resale[85].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2026 Sezzle Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) (Commission File Number) Delaware 001-41781 81-0971660 (I.R.S. Employer Identification No.) 700 Nicollet Mall Suite 640 Minneapolis, MN 55402 (Address of principal ...