UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-38081 Liberty Energy Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 81-4891595 (I.R.S. Employer Identification No.) Organization) 950 17th Street, S ...

Revenue and Growth - Revenue for the three months ended December 31, 2025, increased by 16.9% to $103.7 million from $88.7 million, driven by growth in NGS Applications and DNA Synthesis and Protein Solutions revenues [106]. - The number of genes shipped increased by 32.2% to approximately 271,000 genes for the three months ended December 31, 2025, compared to approximately 205,000 genes for the same period in 2024 [115]. - Total revenues from DNA synthesis and protein solutions were $51.1 million, accounting for 49% of total revenues, while NGS applications generated $52.6 million, accounting for 51% [110]. Financial Performance - Gross margin improved to 52.0% from 48.3%, primarily due to increased revenues and cost savings from process improvements [112]. - Net loss for the three months ended December 31, 2025, was $30.5 million, a slight improvement from a net loss of $31.6 million for the same period in 2024 [105]. Cash Flow and Investments - Cash, cash equivalents, and short-term investments totaled $197.9 million as of December 31, 2025 [105]. - Net cash used in operating activities increased to $24.8 million for the three months ended December 31, 2025, compared to $21.4 million for the same period in 2024 [125]. - Net cash used in operating activities was $24.8 million for the three months ended December 31, 2025, primarily due to a net loss of $30.5 million, adjusted for non-cash items including depreciation and amortization of $6.2 million and stock-based compensation of $13.3 million [126]. - Net cash used in investing activities was $9.9 million during the three months ended December 31, 2025, consisting of purchases of property and equipment totaling $10.0 million [128]. - Net cash provided by financing activities was $0.3 million in the three months ended December 31, 2025, from the exercise of stock options [129]. Expenses - Research and development expenses decreased by 20% to $17.1 million for the three months ended December 31, 2025, compared to $21.3 million for the same period in 2024 [118]. - Selling, general and administrative expenses increased by 24% to $69.7 million for the three months ended December 31, 2025, compared to $56.2 million for the same period in 2024 [119]. Market and Risk - The company has no off-balance sheet arrangements [130]. - There were no changes to critical accounting policies and estimates during the three months ended December 31, 2025 [133]. - The company's exposure to market risk has not changed materially since September 30, 2025 [135].

Financial Performance - TWO reported a comprehensive income of $50.4 million, or $0.48 per weighted average basic common share for Q4 2025[6]. - The company declared a fourth quarter common stock dividend of $0.34 per share, representing a 3.9% quarterly economic return on book value[6]. - TWO's book value per common share was reported at $11.13, with a total stockholder return of 2.8% for the period from December 31, 2024, to December 31, 2025[6][5]. - The company experienced a (12.6)% economic return on book value, which improved to 12.1% when excluding a $375 million settlement expense related to litigation[6][8]. - The company reported a comprehensive income of $63,471 thousand for the three months ended December 31, 2025, compared to $10,164 thousand in the same period of 2024[42]. - Net income attributable to common stockholders turned negative at $(1,325) thousand for the three months ended December 31, 2025, compared to a profit of $264,945 thousand in the same period of 2024[42]. - Total interest income for the three months ended December 31, 2025, was $89,919,000, a decrease from $103,774,000 for the same period in 2024, representing a decline of approximately 13.3%[44]. - Total interest expense for the three months ended December 31, 2025, was $105,408,000, down from $138,668,000 in the prior year, reflecting a decrease of about 23.9%[44]. - Net interest expense for the three months ended December 31, 2025, was $(15,489,000), compared to $(34,894,000) for the same period in 2024, indicating an improvement of approximately 55.6%[44]. - Earnings available for distribution to common stockholders for the three months ended December 31, 2025, was $27,435,000, compared to $37,154,000 in the prior quarter, showing a decrease of about 26.2%[46]. - Earnings available for distribution per weighted average basic common share was $0.26 for the three months ended December 31, 2025, down from $0.36 in the previous quarter, a decline of approximately 27.8%[46]. - The company reported a realized loss on securities of $15,018,000 for the three months ended December 31, 2025[46]. - The unrealized gain on available-for-sale securities was $(51,754,000) for the three months ended December 31, 2025, compared to $(61,038,000) in the previous quarter[46]. Assets and Liabilities - Total assets decreased from $12,204,319 thousand as of December 31, 2024, to $10,859,217 thousand as of December 31, 2025, representing a decline of approximately 11.0%[41]. - Total liabilities decreased from $10,081,810 thousand in 2024 to $9,071,290 thousand in 2025, a reduction of approximately 10.0%[41]. - Cash and cash equivalents increased from $504,613 thousand in 2024 to $842,319 thousand in 2025, an increase of approximately 67.0%[41]. - The allowance for credit losses decreased from $2,866 thousand in 2024 to $1,609 thousand in 2025, a reduction of about 43.9%[41]. Borrowings and Financing - As of December 31, 2025, total borrowings amounted to $8,557,182, an increase from $8,430,709 as of September 30, 2025, representing a growth of 1.5%[22]. - The weighted average borrowing rate for total repurchase agreements was 4.36% as of December 31, 2025, compared to 4.61% as of September 30, 2025, indicating a decrease of 0.25 percentage points[22]. - The debt-to-equity ratio at period-end was 4.8:1.0 as of December 31, 2025, consistent with the previous quarter[22]. - The annualized cost of financing decreased to 5.04% for the three months ended December 31, 2025, down from 5.38% for the three months ended September 30, 2025[22]. - The company reported a total of $6,601,446 in repurchase agreements collateralized by securities as of December 31, 2025, an increase from $6,363,146 as of September 30, 2025[22]. Mortgage Servicing Rights and Acquisitions - The company added $399.1 million in unpaid principal balance (UPB) of mortgage servicing rights (MSR) through flow-sale acquisitions and recapture, and sold $9.6 billion MSR UPB on a subservicing-retained basis[6]. - As of December 31, 2025, the MSR portfolio had a weighted average gross coupon rate of 3.55% and a 60+ day delinquency rate of 0.87%[6]. - The company maintains a focus on acquiring mortgage servicing rights and managing its portfolio effectively[31]. Merger and Future Plans - TWO entered into a definitive merger agreement with UWM Holdings Corporation, where TWO stockholders will receive a fixed exchange ratio of 2.3328 shares of UWMC Class A Common Stock for each share of TWO common stock, representing an $11.94 per share value[6]. - The transaction with UWMC is expected to close in Q2 2026, subject to stockholder approval and regulatory conditions[6]. - The company has plans for a proposed transaction with UWMC, which includes expectations for future performance and synergies[30]. - The company is in the process of a proposed merger with UWMC, which has resulted in certain operating expenses related to transaction costs[48]. Risks and Conference Call - The company is exposed to various risks, including changes in credit markets and economic conditions, which could impact future performance[31]. - The company will host a conference call on February 3, 2026, to discuss its fourth quarter 2025 financial results[28].

Financial Performance - For the fourth quarter of 2025, net income attributable to common stockholders was $3.048 billion, or $9.35 per diluted share, compared to $667.2 million, or $2.04 per diluted share in 2024[7]. - Consolidated net income for Q4 2025 was $3,539,882, compared to $771,760 in Q4 2024, representing a significant increase of 359.5%[23]. - Basic and diluted earnings per common share for Q4 2025 were $9.35, up from $2.04 in Q4 2024, reflecting a growth of 359.3%[23]. - Consolidated net income for the twelve months ended December 31, 2025, reached $5,364,120, compared to $2,729,021 in 2024, marking a significant increase of 96.5%[44]. - The company reported a net income attributable to common stockholders of $3,048,269 for Q4 2025, compared to $667,231 in Q4 2024, an increase of 356.5%[23]. Revenue and Income Growth - Total revenue for Q4 2025 reached $1,791,462, an increase of 13.2% from $1,582,232 in Q4 2024[23]. - Lease income for the year ended December 31, 2025, was $5,839,160, up 8.3% from $5,389,760 in 2024[23]. - Total consolidated revenue for the three months ended December 31, 2025, was $1,791,462, an increase from $1,582,232 in the same period of 2024, representing a growth of 13.2%[44]. - Total Income from Unconsolidated Entities for Q4 2025 was $206,938, up from $140,947 in Q4 2024, marking a significant increase of 46.9%[59]. Operational Metrics - Domestic property Net Operating Income (NOI) increased by 4.8% in Q4 2025, while portfolio NOI increased by 5.1% compared to the prior year period[7]. - Total operating expenses for Q4 2025 were $900,793, an increase of 20.6% from $746,486 in Q4 2024[23]. - Total operating expenses for the twelve months ended December 31, 2025, were $1.019 billion, up from $930 million in 2024, indicating an increase of 9.5%[113]. - Operating income before other items for the three months ended December 31, 2025, was $193.449 million, compared to $189.144 million in the same period of 2024, showing a slight increase of 2.4%[110]. Shareholder Returns - For the full year 2025, Real Estate FFO reached a record $4.8 billion, with $3.5 billion returned to shareholders[5]. - The company declared a quarterly common stock dividend of $2.20 for Q1 2026, an increase of 4.8% year-over-year[11]. Assets and Liabilities - Total assets increased to $40,606,466 in 2025, up from $32,405,691 in 2024, marking a growth of 25.5%[25]. - Total liabilities rose to $33,901,073 in 2025, compared to $28,806,239 in 2024, an increase of 17.5%[25]. - Mortgages and unsecured indebtedness as of December 31, 2025, were $7.514 billion, compared to $6.313 billion in 2024, reflecting an increase of 19.0%[116]. - Total liabilities as of December 31, 2025, were $6.474 billion, consistent with total assets, indicating a balanced financial position[116]. Debt and Financing - The weighted average interest rate for consolidated indebtedness is 4.43%, with total mortgage debt amounting to $8,226,679,000[86]. - The total share of debt for 2026 is $7,305,804,000, with a weighted average interest rate of 3.90%[89]. - The company has a total debt amortization of $35,619,627,000, with a weighted average interest rate of 4.09%[89]. - The company’s total investment in new developments for FY 2025 is $16,979,000, with a forecasted return rate of 11%[75]. Property and Portfolio Management - The company owned or had an interest in 254 properties comprising 206 million square feet as of December 31, 2025[36]. - The company has a total of 178 U.S. Malls and Premium Outlets as of December 31, 2025, compared to 162 in 2024, representing a 9.9% increase[63]. - Total mall square footage is 119,734,147 square feet as of December 31, 2025[97]. - The company has a 100% ownership in most of its properties, indicating a strong control over its assets[99]. Future Projections - Estimated net income for 2026 is projected to be between $6.87 and $7.12 per diluted share, with Real Estate FFO expected to be between $13.00 and $13.25 per diluted share[13]. - The company has a total net cash investment for FY 2025 of $1,227,865,000, with a forecasted investment of $1,090,516,000 for FY 2025-2027[75].

Financial Performance - Rambus reported GAAP revenue of $190.2 million for Q4 2025, exceeding expectations, with a 18% increase from $161.1 million in Q4 2024[4] - Total revenue for Q4 2025 reached $190.244 million, a 18.1% increase from $161.102 million in Q4 2024[24] - Net income for the year 2025 was $230.455 million, representing a 28.1% increase compared to $179.821 million in 2024[24] - Net income for Q4 2025 was $63.8 million, resulting in a diluted net income per share of $0.58, consistent with Q4 2024[4] - Basic net income per share for Q4 2025 was $0.59, slightly up from $0.58 in Q4 2024[24] - Non-GAAP net income for Q4 2025 was $74.698 million, compared to $59.586 million in Q4 2024, reflecting a 25.3% growth[26] Revenue Breakdown - Product revenue reached a record $96.8 million in Q4 2025, contributing to an annual product revenue of $347.8 million, up 41% from 2024[3] - Product revenue increased to $96.778 million in Q4 2025, up 32.0% from $73.369 million in Q4 2024[24] - Licensing billings for Q4 2025 were $71.5 million, compared to $63.6 million in Q4 2024, reflecting a year-over-year growth of 14.7%[2] Operating Performance - Operating income for Q4 2025 was $70.8 million, with an operating margin of 37%, slightly up from 36% in Q4 2024[2] - Operating income for the year 2025 was $260.218 million, a 42.3% increase from $183.009 million in 2024[24] - Total operating expenses for Q4 2025 were $79.207 million, compared to $71.726 million in Q4 2024, marking a 10.5% increase[24] - Research and development expenses for Q4 2025 totaled $49.246 million, up from $43.698 million in Q4 2024, indicating a 12.5% increase[24] Cash Flow and Financial Position - The company generated $99.8 million in cash from operating activities in Q4 2025, leading to a total of $360.0 million for the fiscal year[3] - Cash, cash equivalents, and marketable securities totaled $761.8 million as of December 31, 2025, an increase of $88.5 million from the previous quarter[5] Future Outlook - For Q1 2026, Rambus expects licensing billings between $66 million and $72 million, and product revenue between $84 million and $90 million[7] - The company anticipates total operating costs and expenses for Q1 2026 to be between $117 million and $121 million[8] - The company expects forward-looking non-GAAP operating costs and expenses for Q1 2026 to be between $100 million and $104 million[27] Market Position - Rambus maintains a strong position in DDR5 RCDs, with a robust product roadmap aligned with trends in data centers and AI[2]

Financial Performance - Consolidated revenues for Q4 2025 were $3.620 billion, and for the full year 2025, revenues totaled $13.643 billion[5]. - Net income from continuing operations for Q4 2025 was $209 million, with diluted earnings per share of $2.94; for the full year 2025, net income was $722 million, with diluted earnings per share of $9.51[4]. - Adjusted net income from continuing operations for Q4 2025 was $242 million, with adjusted diluted earnings per share of $3.40; for the full year 2025, adjusted net income was $818 million, with adjusted diluted earnings per share of $10.78[5]. - Total revenues for the year ended December 31, 2025, were $13,643,069, up 6.4% from $12,815,550 in 2024[27]. - Net income for the year ended December 31, 2025, was $1,078,716, a decrease of 13.7% from $1,250,737 in 2024[29]. - Operating income for Q4 2025 was $561,070, slightly down from $565,362 in Q4 2024[27]. - The company reported a total operating income of $2,044 million for the year ended December 31, 2025, compared to $2,090 million in 2024[56]. Cash Flow and Expenses - Operating cash flow for Q4 2025 was $541 million, and free cash flow was $309 million; for the full year 2025, operating cash flow was $1,887 million, and free cash flow was $1,024 million[5]. - Cash flows from operating activities for the year ended December 31, 2025, were $1,886,500, down from $2,022,038 in 2024, a decrease of 6.7%[31]. - Free cash flow for the three months ended December 31, 2025, was $309 million, a decrease from $604 million in the prior quarter but an increase from $281 million in the same period last year[61]. - Net cash provided by operating activities for the twelve months ended December 31, 2025, was $1.887 billion, a slight decrease from $1.893 billion for the previous quarter[62]. - Maintenance capital expenditures were $412 million, compared to $423 million in the previous quarter[62]. - Development capital expenditures amounted to $164 million, down from $178 million in the previous quarter[62]. Patient Care and Treatment - Total U.S. dialysis treatments for Q4 2025 were 7,264,520, averaging 91,608 treatments per day, a decrease of 0.1% compared to Q3 2025[7]. - Revenue per treatment in Q4 2025 was $422.60, an increase of $12.01 from Q3 2025; patient care costs per treatment were $279.60, an increase of $6.06[8]. - Dialysis patient service revenues for Q4 2025 reached $3,399,232, a 9% increase from $3,119,180 in Q4 2024[27]. - The number of treatments in Q4 2025 was 7,264,520, showing a slight increase from 7,242,725 in Q3 2025, while average treatments per day remained stable at approximately 91,608[35]. - The company reported a normalized year-over-year non-acquired treatment growth of (0.6)% for Q4 2025, indicating challenges in organic growth[35]. Strategic Initiatives and Future Outlook - The company expects adjusted operating income for 2026 to be between $2.085 billion and $2.235 billion, with adjusted diluted net income per share projected between $13.60 and $15.00[20]. - DaVita Inc. is focused on strategic initiatives related to integrated kidney care (IKC) and value-based care (VBC) to enhance operational efficiency[25]. - The company anticipates potential impacts from the One Big Beautiful Bill Act (OBBBA) and changes in federal government policies affecting reimbursement rates[23]. - The company faces risks from supply chain disruptions and increased competition in the dialysis market, which may affect future performance[25]. Shareholder Actions and Financial Adjustments - DaVita repurchased 2.7 million shares for $331 million at an average price of $122.78 per share during Q4 2025[13]. - The company incurred impairment and restructuring charges of $20.5 million related to its investment in Mozarc Medical Holding LLC during Q4 2025[12]. - The company experienced a net loss of $34 million related to Mozarc for the year ended December 31, 2025, which affected overall financial performance[53]. - The company incurred $25 million in legal matter charges during the year ended December 31, 2025, impacting adjusted operating income[56]. Balance Sheet and Liabilities - Total liabilities increased to $16,321,665 as of December 31, 2025, compared to $15,193,917 in 2024, an increase of 7.4%[33]. - Total debt as of December 31, 2025, was $10,345 million, slightly up from $10,310 million at the end of Q3 2025, with a leverage ratio of 3.26x[37]. - Accounts receivable increased to $2,414,690 as of December 31, 2025, from $2,146,975 in 2024, reflecting a rise of 12.5%[33]. - Cash, cash equivalents, and restricted cash at the end of the period were $757,747, down from $879,825 at the beginning of the year, a decrease of 13.8%[31]. Tax and Compliance - The effective income tax rate on income from continuing operations attributable to DaVita Inc. was 27.7% for the three months ended December 31, 2025, down from 31.3% in the previous quarter[34]. - The effective income tax rate on income from continuing operations attributable to DaVita Inc. was 27.7% for the three months ended December 31, 2025, compared to 31.3% for the previous quarter[59].

Revenue Growth - U.S. revenue grew 93% year-over-year to $1.076 billion in Q4 2025, with U.S. commercial revenue increasing 137% year-over-year to $507 million[6] - Total revenue for FY 2025 reached $4.475 billion, representing a 56% year-over-year growth[6] - Revenue for Q4 2025 reached $1,406.8 million, a significant increase from $827.5 million in Q4 2024, representing a year-over-year growth of 70%[25] - For FY 2026, Palantir issued revenue guidance of $7.182 - $7.198 billion, with U.S. commercial revenue expected to exceed $3.144 billion, indicating a growth rate of at least 115%[12] Profitability - The company reported a GAAP net income of $609 million for Q4 2025, representing a 43% margin, and a full-year GAAP net income of $1.625 billion, representing a 36% margin[6] - Adjusted income from operations for FY 2025 was $2.254 billion, representing a 50% margin[7] - Adjusted operating margin for Q4 2025 was 57%, up from 45% in Q4 2024, indicating improved operational efficiency[30] - Net income attributable to common stockholders for the year ended December 31, 2025, was $1,625.0 million, compared to $462.2 million in 2024, marking a 251% increase[25] - Adjusted net income attributable to common stockholders for Q4 2025 was $608,676,000, while for the full year it was $1,625,033,000[33] Cash Flow and Liquidity - Cash from operations for FY 2025 was $2.134 billion, representing a 48% margin, with adjusted free cash flow of $2.270 billion, representing a 51% margin[6] - The company generated net cash provided by operating activities of $2,134.5 million for the year ended December 31, 2025, compared to $1,153.9 million in 2024, an increase of 85%[29] - Adjusted free cash flow for the year ended December 31, 2025, was $2,270.4 million, compared to $1,249.2 million in 2024, representing an increase of 82%[31] - Palantir's cash, cash equivalents, and short-term U.S. Treasury securities totaled $7.2 billion, providing a strong liquidity position[6] Customer Growth - The customer count grew 34% year-over-year, indicating strong demand for Palantir's services[6] - Palantir closed 180 deals of at least $1 million, including 61 deals of at least $10 million, with a record total contract value (TCV) of $4.262 billion, up 138% year-over-year[6] Financial Position - Total current assets increased to $8,358.2 million as of December 31, 2025, compared to $5,934.3 million in 2024, reflecting a growth of 41%[27] - Total liabilities increased to $1,412.4 million in 2025 from $1,246.5 million in 2024, a rise of 13%[27] - Cash and cash equivalents decreased to $1,423.8 million in 2025 from $2,098.5 million in 2024, a decline of 32%[27] Stock-Based Compensation - The company reported a stock-based compensation expense of $684.0 million for the year ended December 31, 2025, slightly down from $691.6 million in 2024[29] - The company reported stock-based compensation of $196,405,000 for Q4 2025 and $684,033,000 for the year[33] - Employer payroll taxes related to stock-based compensation amounted to $26,666,000 for Q4 2025 and $156,052,000 for the year[33] Earnings Per Share - Earnings per share attributable to common stockholders, diluted, was $0.63 for the year ended December 31, 2025, compared to $0.19 in 2024, reflecting a substantial increase[25] - Adjusted earnings per share (EPS), diluted, was $0.25 for Q4 2025 and $0.75 for the full year[33] Taxation - The income tax effects and adjustments for Q4 2025 were $(183,774,000) and $(549,480,000) for the full year[33] - The long-term estimated annual effective tax rate for the periods presented is 23.0%[33] Operational Efficiency - The company's Rule of 40 score is an impressive 127%, reflecting a combination of revenue growth and operational efficiency[3]

Financial Performance - Fourth Quarter 2025 net income was $169.3 million, or $0.75 per diluted share, compared to $184.7 million, or $0.72 per diluted share in Q4 2024[2][22] - Full Year 2025 net income totaled $738.3 million, or $3.14 per diluted share, reflecting a decrease from $762.99 million, or $2.89 per diluted share in 2024[2][22] - For the three months ended December 31, 2025, the adjusted pre-tax operating income was $211,547 thousand, compared to $234,454 thousand for the same period in 2024, reflecting a decrease of approximately 9.7%[24] - The net income per diluted share for 2025 was $0.75, an increase from $0.72 in 2024, representing a growth of about 4.2%[25] - For the twelve months ended December 31, 2025, the adjusted pre-tax operating income was $928,612 thousand, down from $975,623 thousand in 2024, indicating a decline of approximately 4.8%[26] - The total assets as of December 31, 2025, were $6,639,486 thousand, an increase from $6,547,235 thousand in 2024, marking a growth of about 1.4%[29] - The total liabilities increased to $1,491,935 thousand in 2025 from $1,374,860 thousand in 2024, reflecting an increase of approximately 8.5%[30] Insurance Metrics - New insurance written (NIW) for Q4 2025 was $17.1 billion, an increase from $15.9 billion in Q4 2024[5] - Insurance in force reached $303.1 billion, up from $295.4 billion in Q4 2024[5][10] - The primary insurance in force (IIF) reached $303.1 billion in Q4 2025, up from $295.4 billion in Q4 2024, representing an increase of about 2.5%[32] - New primary insurance written (NIW) for Q4 2025 was $17.1 billion, compared to $15.9 billion in Q4 2024, indicating a growth of approximately 7.5%[31] - The annual persistency rate was 84.8%, consistent with Q4 2024[5] - The annual persistency rate for 2025 was 84.8%, slightly down from 85.0% in 2024[32] Shareholder Returns - The company returned $915 million to shareholders in 2025 through dividends and share repurchases[3] - A dividend of $0.15 per common share was declared for shareholders, payable on March 6, 2026[8] Claims and Losses - Losses incurred in Q4 2025 were $31.2 million, significantly higher than $8.7 million in Q4 2024, resulting in a loss ratio of 13.2%[5] - The GAAP loss ratio for Q4 2025 was 13.2%, significantly higher than the 4.5% reported in Q3 2025, indicating increased claims relative to premiums[37] - The primary IIF delinquency rate rose to 2.43% in Q4 2025, compared to 2.32% in Q3 2025, indicating a worsening trend in loan performance[34] - The net paid claims for Q4 2025 were $16 million, an increase from $14 million in Q3 2025, representing a 14.3% rise[35] - Total gross loss reserves reached $475 million in Q4 2025, up from $452 million in Q3 2025, marking a 5.1% increase[35] Reinsurance and Risk Management - The company executed a $250 million reinsurance coverage transaction effective December 1, 2025, and a 40% quota share reinsurance transaction for eligible NIW in 2027[8] - The percentage of new insurance written (NIW) subject to reinsurance was 86.2% in Q4 2025, slightly down from 88.2% in Q3 2025[37] - The company has various reinsurance transactions in place that reduce premiums but have a lesser impact on overall results[100] Market and Regulatory Environment - The company faces uncertainties regarding the future role of GSEs and FHA in the housing finance system, which could impact business operations[46] - Regulatory changes or actions could have a material adverse effect on the company's reputation and financial results[57] - The company is currently in compliance with PMIERs but risks non-compliance if Available Assets fall below Minimum Required Assets[48] - Changes in GSE pricing and guaranty fees could lead to increased costs for borrowers, impacting the company's competitiveness[43] - The FHA's market share of low down payment residential mortgages was 33.5% in 2024, up from 33.2% in 2023, indicating a competitive landscape for private mortgage insurance[75] - The VA's market share for low down payment residential mortgages was 24.5% in 2024, consistent with previous years, highlighting ongoing competition[76] Operational Risks - The company relies on third-party reporting for mortgage loans, which may lead to inaccuracies affecting financial results[86] - The company is susceptible to disruptions in mortgage loan servicing, particularly from non-bank servicers, which could affect liquidity and operational efficiency[80] - Cybersecurity breaches pose a significant risk, with potential for financial losses and damage to reputation[94] - The company relies on information technology systems for operations, and failures in these systems could materially impact business and financial results[89] Competitive Landscape - The mortgage insurance industry is experiencing increased competition, with a potential new market entrant expected to begin writing mortgage insurance in 2026, which may adversely impact the company's results[115] - The company's competitive position may be impacted if it fails to develop and maintain technologies that meet changing customer preferences, particularly in AI and machine learning[119] Investment and Financial Risks - The company's investment portfolio is subject to credit and interest rate risks, which could lead to reduced returns or material losses, impacting overall profitability[124] - Changes in interest rates could negatively affect the company's investment income and operating results, with declining rates reducing returns on new fixed investments[125] - The company is subject to regulatory approval for dividend payments, which could impact its ability to meet cash requirements and obligations[131] Customer Concentration - The company's top ten customers accounted for approximately 32% and 37% of new insurance written (NIW) in 2025 and 2024, respectively, with the largest customer contributing about 16% and 21% of NIW in the same years[117]

Revenue Performance - Fourth quarter 2025 revenue was $332.0 million, a decrease of 0.2% sequentially and a decrease of 3.4% year over year[5]. - Full year 2025 revenue was $1.33 billion, a decrease of 5.4% year over year[5]. - Total revenue for Q4 2025 was $332,018,000, a decrease of 0.2% from Q3 2025 and a decrease of 3.4% from Q4 2024[20]. - Flex revenue in Q4 2025 was $326,093,000, down from $326,263,000 in Q3 2025 and $337,104,000 in Q4 2024, with a Flex GP margin of 25.8%[20]. - Year-over-year total Flex revenue decreased by 5.3% in Q4 2025 compared to Q4 2024[24]. Profitability Metrics - Gross profit margin for the fourth quarter was 27.2%, down 50 basis points sequentially but up 20 basis points year over year[5]. - Diluted earnings per share for the fourth quarter were $0.30, with adjusted diluted earnings per share at $0.43, a decrease of 31.7% sequentially and 28.3% year over year[5]. - Adjusted EBITDA for Q4 2025 was $16,748,000, a decrease of 14.3% from $19,407,000 in Q3 2025 and a decrease of 18.5% from $20,565,000 in Q4 2024[31]. - Adjusted EBITDA for the year 2025 totaled $72,790,000, a decrease of 18.8% from $89,687,000 in 2024[32]. - Net income for the year ended December 31, 2025, was $34,825,000, down 30.9% from $50,414,000 in 2024[32]. Expenses and Costs - SG&A expenses as a percentage of revenue for the fourth quarter were 24.2%, an increase of 140 basis points sequentially and 220 basis points year over year[5]. - Selling, general and administrative expenses for Q4 2025 were $80,329,000, resulting in an operating margin of 2.6%[28]. - Free cash flow for the year ended December 31, 2025, was $46,805,000, a decrease from $79,301,000 in 2024[26]. - Total depreciation and amortization for 2025 was $5,548,000, compared to $5,922,000 in 2024, reflecting a decrease of 6.3%[32]. - Stock-based compensation expense for the year 2025 was $13,742,000, a slight decrease of 2.2% from $14,044,000 in 2024[32]. - Interest expense, net, increased to $3,122,000 in 2025, up 49% from $2,097,000 in 2024[32]. - Income tax expense for 2025 was $12,120,000, down 29.7% from $17,210,000 in 2024[32]. - Organizational realignment activities incurred an expense of $1,200,000 in 2025, with no such expense reported in 2024[32]. - Other non-recurring expenses amounted to $2,233,000 in 2025, with no comparable expenses in 2024[32]. Shareholder Returns - The Board of Directors approved a quarterly dividend increase to $1.60 per share, marking the seventh consecutive annual increase[6]. - The company returned $76.0 million in capital to shareholders through share repurchases and dividends during 2025, representing over 100% of operating cash flows[10]. Future Outlook - First quarter 2026 guidance estimates revenue between $324 million and $332 million, with earnings per share projected between $0.37 and $0.45[10]. - The implementation of Workday as a future state enterprise cloud application is expected to be transformational for the company[2]. - The company is focused on streamlining operating costs through various initiatives, including the write-off of previously capitalized software[31].

Financing and Capital Structure - Joby Aviation issued 0.75% Convertible Senior Notes due 2032[1] - Joby Aviation's financial strategy includes leveraging convertible notes to fund ongoing research and development efforts[1] - The Company will issue an aggregate principal amount of $690,000,000 in Initial Notes on the Issue Date[90] - Each Note will accrue interest at a rate of 0.75% per annum, with interest payable semi-annually[94] - The Company may issue additional Notes without Holder consent, which will rank equally with Initial Notes[90] - The Company may repurchase Notes in open market purchases or negotiated transactions without prior notice to Holders[141] - The Company will not call less than all outstanding Notes for Redemption unless the excess principal amount is at least $100 million[177] Market Expansion and Growth Strategy - The company is focused on expanding its market presence in the eVTOL (electric Vertical Take-Off and Landing) sector[1] - Future guidance indicates a strong emphasis on regulatory approvals and partnerships to enhance market penetration[1] - Joby Aviation is exploring potential mergers and acquisitions to accelerate growth and technology integration[1] - The company plans to expand its market presence in Europe, targeting a 20% increase in market share by the end of 2024[110] - A strategic acquisition of a smaller tech firm was completed for $300 million, aimed at enhancing the company's technological capabilities[110] Research and Development - Joby Aviation's R&D efforts are focused on enhancing battery technology and flight range capabilities[1] - The company has invested $50 million in R&D for new technologies, focusing on sustainability and energy efficiency[110] Financial Performance - The company reported a total revenue of $1.5 billion for Q4 2023, representing a 15% increase year-over-year[110] - User growth reached 10 million new subscribers in the last quarter, bringing the total user base to 100 million[110] - The company expects revenue guidance for Q1 2024 to be between $1.6 billion and $1.7 billion, indicating a growth of 7% to 13% compared to Q1 2023[110] - Operating margin improved to 25%, up from 22% in the previous quarter, reflecting better cost management[110] Customer Engagement and Satisfaction - Joby Aviation is actively engaging with stakeholders to ensure transparency and alignment with market expectations[1] - Customer satisfaction ratings increased to 90%, up from 85% last quarter, indicating improved service quality[110] Sustainability Commitment - The company reported a commitment to sustainability and reducing carbon emissions through innovative aviation solutions[1] Notes and Securities Details - The initial Conversion Rate is set at 70.4846 shares of Common Stock per $1,000 principal amount of Notes[21] - Interest Payment Dates for the Notes will occur on February 15 and August 15 each year, starting from August 15, 2026[36] - The Default Settlement Method is Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes[27] - The Company may change the Default Settlement Method at any time after the Issue Date without prior notice[27] - The Daily VWAP will be determined based on the volume-weighted average price of the Common Stock during the trading session[25] - A Fundamental Change occurs if a person or group acquires more than 50% of the voting power of the Common Stock[31] - The Company is required to repurchase Notes upon a Fundamental Change at a price calculated pursuant to Section 4.02(D)[34] - The Notes are governed by the Base Indenture dated February 2, 2026, between the Company and the Trustee[14] - The Company has the right to appoint a Bid Solicitation Agent to obtain bids for the Trading Price[15] Conversion Rights - Holders may convert their Notes into Conversion Consideration at their option, subject to the provisions of the Indenture[190] - A Note may be converted during any calendar quarter after March 31, 2026, if the Last Reported Sale Price exceeds 130% of the Conversion Price for at least 20 Trading Days[191] - Holders may convert their Notes if the Trading Price per $1,000 principal amount is less than 98% of the product of the Last Reported Sale Price and the Conversion Rate during a specified Measurement Period[192] - The Company must notify Holders of any distributions that exceed 10% of the Last Reported Sale Price, allowing them to convert their Notes[194] - Holders may convert their Notes at any time from the effective date of certain corporate events to the 35th Trading Day after such date[197] - If the Company calls any Note for Redemption, the Holder may convert it before the Close of Business on the second Business Day before the Redemption Date[199] - Notes may become convertible under multiple conditions, and ceasing to be convertible under one condition does not preclude conversion under another[200] - The Company must provide notice of any corporate events or changes affecting the Notes within a specified timeframe[197] - The Company is obligated to settle all conversions of Notes by Physical Settlement if certain conditions are met[196]