Financial Performance - Consolidated net sales for Q4 fiscal 2025 were $374 million, a decrease of 4% from $391 million in Q4 fiscal 2024[3] - Full fiscal year 2025 consolidated net sales decreased 3% to $1.48 billion compared to $1.52 billion in fiscal 2024[4] - Loss per share on a GAAP basis for fiscal 2025 was $1.86, compared to EPS of $5.87 in fiscal 2024[4] - Adjusted EPS for fiscal 2025 was $2.11, down from $6.68 in fiscal 2024[4] - Tommy Bahama's Q4 sales were $229.2 million, a 4% decline from $237.6 million in Q4 fiscal 2024[7] - Net loss for Q4 Fiscal 2025 was $(7.1) million, translating to a loss per share of $(0.48), compared to net earnings of $17.9 million and earnings per share of $1.14 in Q4 Fiscal 2024[33] - Net earnings for Fiscal 2025 were $(27.9) million, a decrease of 130.0% compared to $93.0 million in Fiscal 2024[35] - Total net sales for Fiscal 2025 were $1,477.8 million, down 2.6% from $1,516.6 million in Fiscal 2024[37] - Operating income for Fiscal 2025 was $(31.3) million, a decrease of 126.3% from $119.0 million in Fiscal 2024[37] - Consolidated net sales decreased by 4.1% to $374.5 million in Q4 2025, and by 2.6% to $1,477.8 million for the full year[39] - Net earnings (loss) for the consolidated entity was a loss of $1.4 million in Q4 2025, a decline of 106.4%, and a full-year net earnings of $31.8 million, down 70.0%[39] Guidance and Expectations - The company expects fiscal 2026 revenues between $1.475 billion and $1.530 billion, with GAAP EPS guidance of $1.83 to $2.43[6] - For Q1 fiscal 2026, net sales are expected to be between $385 million and $395 million, compared to $393 million in Q1 fiscal 2025[18] - The company expects GAAP net earnings per diluted share for Q1 Fiscal 2026 to be between $1.13 and $1.23, compared to $1.70 in Q1 Fiscal 2025[40] - The guidance for Fiscal 2026 indicates a GAAP net earnings per diluted share range of $1.83 to $2.43, compared to $(1.86) in Fiscal 2025[40] - Adjusted net earnings per diluted share for Fiscal 2025 was $2.11, with guidance for Fiscal 2026 set between $2.10 and $2.70[40] Cost and Expenses - Gross margin for fiscal 2025 was 60.7%, down from 62.9% in the prior year, primarily due to increased costs from tariffs[9] - SG&A expenses for fiscal 2025 were $818 million, an increase from $787 million in the prior year[12] - SG&A expenses for Q4 Fiscal 2025 were $207.1 million, up from $202.6 million in Q4 Fiscal 2024[33] - SG&A expenses increased by 3.9% to $817.9 million in Fiscal 2025 from $787.0 million in Fiscal 2024[37] - SG&A expenses increased by 2.5% to $206.2 million in Q4 2025, representing 55.1% of net sales[39] Asset and Debt Management - Total current assets as of January 31, 2026, were $292.4 million, slightly down from $292.8 million as of February 1, 2025[31] - Long-term debt increased to $116.4 million in January 2026 from $31.1 million in February 2025[31] Segment Performance - Segment EBITDA for Tommy Bahama decreased by 35.3% to $94.6 million in Fiscal 2025 from $146.3 million in Fiscal 2024[37] - Tommy Bahama segment EBITDA decreased by 42.2% to $23.6 million in Q4 2025, and by 35.3% to $94.6 million for the full year[38] - Lilly Pulitzer segment EBITDA fell by 51.5% to $3.7 million in Q4 2025, and by 10.3% to $52.1 million for the full year[38] - Johnny Was reported a segment EBITDA loss of $5.7 million in Q4 2025, a decline of 1204.2%, and a full-year loss of $8.5 million, down 213.4%[38] Operational Challenges - The company is facing risks related to inflationary pressures, supply chain constraints, and changing consumer shopping patterns[25][26] - Future performance is subject to various uncertainties, including geopolitical risks and potential changes in U.S. trade policies[25][29] Other Financial Metrics - Cash provided by operating activities was $119.6 million in Fiscal 2025, down from $194.0 million in Fiscal 2024[35] - Cash used in investing activities was $(108.4) million in Fiscal 2025, compared to $(143.3) million in Fiscal 2024[35] - Interest expense increased by 118.5% to $2.0 million in Q4 2025, and by 178.4% to $6.9 million for the full year[38] - The company reported an impairment charge of $60.98 million related to goodwill and intangible assets during Fiscal 2025[33] Store Count and Retail Presence - The total number of Tommy Bahama full-price retail stores was 106 at the end of Q4 Fiscal 2025, unchanged from Q3[42] - The total number of Johnny Was full-price retail stores remained at 77 at the end of Q4 Fiscal 2025[42] - The company reported a total of 345 retail locations across its brands at the end of Q4 Fiscal 2025, an increase from 342 in Q3[42] Changes in Reporting - Segment EBITDA was introduced as a new profit margin measure in Q4 Fiscal 2025, excluding infrequent operating charges[43] - The company revised the presentation of depreciation and amortization expense starting Q4 Fiscal 2025, separating it from SG&A[44]

Earnings Release - ICF International, Inc. will release its Q4 and full year 2025 earnings results on February 26, 2026[7] Conference Call - A conference call to discuss the quarterly results is scheduled for 4:30 p.m. Eastern Time on the same day[7]

Business Operations - BTCS operates as a blockchain technology company focused on revenue generation through Ethereum-based infrastructure and decentralized finance activities [14]. - The company has three primary business lines: Validator Node Operations, Block Building (Builder+), and Decentralized Finance Operations (Imperium) [16][19]. - In 2025, BTCS launched Imperium, which deploys digital assets into DeFi protocols, with revenues dependent on market conditions and protocol utilization [19][20]. - BTCS completed a strategic repositioning in 2025, focusing solely on Ethereum activities and liquidating most non-Ethereum digital asset holdings [22]. - The company expects DeFi revenues to contribute a growing percentage of total revenue in 2026 and beyond, enhancing its integrated position within the Ethereum ecosystem [35][34]. - BTCS's capital strategy combines decentralized finance mechanisms with traditional capital markets activities, utilizing tools like at-the-market equity offerings and ETH-backed DeFi borrowing [24]. - The company aims to expand its Builder+ operations and improve block-building efficiency to drive revenue growth [32]. - The company's blockchain infrastructure activities, including validator node operations and block building, are key revenue drivers, with block building emerging as a higher-growth opportunity [105]. - In 2025, BTCS launched Imperium, a DeFi-focused segment aimed at deploying digital assets into decentralized protocols, enhancing capital flexibility and risk-adjusted returns [108]. - Management expects continued expansion of Builder+ operations and increased deployment through Imperium to create long-term shareholder value [113]. Financial Performance - Total revenues for Fiscal 2025 reached $16,491,584, a 305% increase from $4,073,518 in Fiscal 2024 [138]. - Blockchain infrastructure revenues accounted for $15,177,667, representing a 273% increase from $4,073,518 in the previous year [138]. - Builder+ operations contributed approximately 80% of total revenue, with NodeOps at 12% and Imperium DeFi at 8% [140]. - Total cost of revenues increased to $14,481,654, a 363% rise from $3,127,509 in Fiscal 2024 [138]. - Gross profit for Fiscal 2025 was $2,009,930, reflecting a 112% increase from $946,009 in Fiscal 2024 [138]. - Operating expenses surged to $31,902,502, a 1,356% increase from $2,191,033 in the prior year [138]. - Net loss for Fiscal 2025 was $33,353,433, a 2,524% increase from $1,271,174 in Fiscal 2024 [138]. - Interest expense rose to $3,517,671, a 100% increase compared to the previous year [157]. Shareholder Actions - The Company declared a special dividend of $0.05 per share on its common stock and Series V Preferred Stock during fiscal year 2025, with the dividend paid in October 2025 [93]. - A one-time loyalty payment of $0.35 per share was authorized, payable solely in ETH, to eligible holders of common stock in February 2026 [94]. - The Board approved a share repurchase program authorizing the Company to repurchase up to $50 million of its common stock over a three-year period [96]. - The last reported sale price of the Company's common stock on March 22, 2026, was $1.55 [91]. - The Company has 234 stockholders of record as of March 22, 2026 [92]. - In the quarter ended December 31, 2025, the company purchased a total of 236,657 shares at an average price of $4.16 per share, with a remaining dollar value of $46 million under the publicly announced program [97]. - The company issued 14,205 shares of restricted stock to non-employee directors as compensation for services on December 31, 2025, totaling 64,017 shares issued throughout 2025 [99]. - The Company repurchased and retired 888,677 shares of common stock for approximately $4,000,000 from September 11, 2025, to March 22, 2026, with $46,000,000 remaining available for future repurchases [172][173]. Risk Management and Compliance - The Company prioritizes secure self-custody of digital assets, maintaining internal controls to minimize exposure to third-party risks [26][30]. - The Company has established a comprehensive cybersecurity risk management program to address various cyber threats [72]. - The evolving regulatory environment for digital assets may impose significant costs and operational constraints on the company, affecting its business and financial condition [135]. - Revenues from DeFi activities through Imperium are variable and depend on market conditions, protocol utilization, and liquidity, exposing the company to specific risks [109][133]. Capital and Financing Activities - The Company entered into a new Form S-3 registration statement for up to $2,000,000,000 of securities for future issuance [169]. - The Company borrowed approximately $123,477,000 in stablecoins through Aave, repaying approximately $79,669,000, leaving $43,965,000 in outstanding DeFi borrowings as of March 22, 2026 [174][176]. - The variable borrowing rates on Aave for USDT and GHO were approximately 3.04% and 3.05% per annum, respectively, as of March 22, 2026 [175]. - The Company completed private placements of Senior Secured Convertible Notes totaling approximately $17,861,000 in May and July 2025, with net cash proceeds of approximately $16,844,000 [177][178]. - Cash used in operating activities was approximately $9,784,000 for Fiscal 2025, an increase from approximately $3,530,000 in Fiscal 2024, reflecting expanded operations [189]. - Net cash used in investing activities was approximately $197,497,000 during Fiscal 2025, primarily for the purchase of approximately $201,348,000 of digital assets [192]. - Cash provided by financing activities was approximately $206,830,000 during Fiscal 2025, driven by net proceeds of approximately $135,161,000 from common stock sales under the ATM equity program [194][195]. - As of March 22, 2026, the Company had total debt obligations of approximately $61,826,000, including $43,965,000 under the Aave lending arrangement [186]. - The Company anticipates future financing activities may include additional DeFi borrowings and capital raised through the ATM program to support long-term growth [197]. - As of March 22, 2026, the fair market value of the Company's liquid digital assets was approximately $118,951,000 [185]. - The company actively monitors collateralization ratios and market movements, adjusting borrowings based on market conditions and risk tolerance [212]. Employee and Governance - The Company is committed to fostering an engaged workforce through a culture of accountability and professional development [64]. - The Compensation Committee oversees executive compensation and succession planning, ensuring competitive compensation arrangements [65]. - Stock-based compensation is accounted for under ASC 718, with expenses measured at fair value on the grant date and recognized over the requisite service period [213].

Collaboration and Licensing - Rani Therapeutics entered into a collaboration and license agreement with Chugai Pharmaceutical Co. valued at up to $1.085 billion to develop an oral therapy using the RaniPill® platform[4] Financial Performance - Contract revenue for the year ended December 31, 2025, was $1.6 million, compared to $1.0 million in 2024, with $1.5 million attributed to a License and Collaboration Agreement[6] - Contract revenue for Q4 2025 was $1,461 million, up from $1,028 million in Q4 2024, representing a 42% increase[15] - Interest income for the year 2025 was $827 million, down from $1,763 million in 2024, a decline of 53%[15] - Total operating expenses for the year 2025 were $39,943 million, down from $54,342 million in 2024, a reduction of 26%[15] - Total operating expenses decreased to $9,995 million in Q4 2025 from $15,986 million in Q4 2024, a reduction of 37%[15] - The net loss for the year ended December 31, 2025, was $41.0 million, an improvement from a net loss of $56.6 million in 2024[10] - Net loss for Q4 2025 was $9,075 million, compared to a net loss of $15,721 million in Q4 2024, showing an improvement of 42%[15] - Net loss attributable to Rani Therapeutics Holdings, Inc. for the year 2025 was $29,673 million, slightly improved from a loss of $30,018 million in 2024[15] - Loss from operations for the year 2025 was $38,310 million, improved from a loss of $53,314 million in 2024, a 28% reduction[15] Research and Development - Preclinical data showed that semaglutide delivered orally via the RaniPill® capsule resulted in comparable bioavailability and weight loss to subcutaneous administration[4] - Rani initiated a Phase 1 study of RT-114, a bispecific GLP-1/GLP-2 dual agonist, for obesity treatment in collaboration with ProGen[6] - Research and development expenses for the year ended December 31, 2025, were $20.2 million, down from $26.7 million in 2024, primarily due to cost containment efforts[10] - Research and development expenses were $4,908 million in Q4 2025, down from $6,810 million in Q4 2024, a decrease of 28%[15] Cash and Debt Management - The company completed a $60.3 million oversubscribed private placement, which included a $6.0 million debt conversion, reducing total debt obligations[4] - Cash, cash equivalents, and marketable securities as of December 31, 2025, totaled $49.7 million, up from $27.6 million in 2024, expected to fund operations into Q4 2027[6] - Rani repaid all outstanding debt obligations as of December 31, 2025, eliminating any long-term debt[6] Administrative Expenses - General and administrative expenses for the year ended December 31, 2025, were $19.7 million, compared to $23.9 million in 2024, reflecting a decrease of $4.2 million[10] Shareholder Information - Net loss per Class A common share for Q4 2025 was $0.07, compared to $0.27 in Q4 2024, indicating a 74% improvement[15] - Weighted-average Class A common shares outstanding increased to 147,093 in Q4 2025 from 32,660 in Q4 2024[15]

FDA Review and Product Development - GraftAssureDx has been submitted for FDA review, marking it as the first kitted dd-cfDNA assay to undergo this process, following 12 years of clinical and 3 years of technical development[1] - The FDA review process is anticipated to take 150 days, with plans for an FDA-authorized product within the year[7] - The company aims to establish GraftAssureDx in the U.S. market and expects to generate sustained free cash flow and high-margin revenue post-authorization[13] - The company is expanding its research and development efforts to include heart transplantation, supported by recent financing[14] Market Engagement and Financials - The company has doubled its engagement with transplant centers, now collaborating with 37 centers in the U.S. and 11 internationally, representing over 25% of annual transplants in the U.S.[3] - The addressable market for regulated transplant rejection testing is estimated at approximately $2 billion, with expectations for significant market impact from GraftAssureDx[4] - A $26 million financing was completed in February to support expansion into the heart transplantation market and commercialization of kidney testing[5] Performance Metrics - For the full year 2025, the company reported revenue of $4.1 million, a 115.8% increase from $1.9 million in 2024, with Q4 2025 revenues at $1.1 million[34] - The full year gross profit was $2.3 million, achieving a gross margin of 56.7%, compared to a gross profit of $740,000 and a 39.3% gross margin in the previous year[34] - Operating expenses for 2025 totaled $53.4 million, with a 37% year-over-year increase in non-GAAP operating expenses when excluding non-cash charges[34] - Research and development expenses rose 62% year-over-year to $15.9 million in 2025, reflecting increased investment in kitted product development[34] Quarterly Financial Highlights - In Q4 2025, the net loss was $23.0 million, or $0.72 net loss per share, with an adjusted net loss of $8.7 million, or $0.27 per share[36] - The company expects to average cash burn of about $7.5 million per quarter in 2026, with outgoing cash flow projected to exceed $8 million in the first half[37] - The cash, cash equivalents, and restricted cash balance at the end of Q4 2025 was $12.9 million, following a $26.0 million registered direct offering completed in February 2026[36] - The company recorded a $14.6 million non-cash impairment charge in Q4 2025, primarily related to oncology assets, as it shifts focus to kitted transplant products[35] Sales and Marketing Efforts - Sales and marketing expenses increased 61% year-over-year to $6.3 million in 2025, as the company prepares for the commercial launch of its products[34] Current Assets and Liabilities - The total current assets as of December 31, 2025, were $15.3 million, up from $11.8 million in 2024, while total liabilities increased to $57.2 million from $47.4 million[45] Q4 Performance Analysis - Net revenue for Q4 2025 was $1,139,000, a decrease of 23.4% compared to $1,486,000 in Q4 2024[46] - Gross profit for Q4 2025 was $496,000, down from $595,000 in Q4 2024, resulting in a gross margin of 43.6%[46] - Total operating expenses for Q4 2025 were $23,931,000, a reduction of 30.1% from $34,222,000 in Q4 2024[46] - The net loss for Q4 2025 was $22,955,000, compared to a net loss of $33,511,000 in Q4 2024, representing a 31.4% improvement[46] - Non-GAAP net loss for Q4 2025 was $8,749,000, compared to $4,808,000 in Q4 2024[49] - Adjusted EBITDA loss for Q4 2025 was $8,666,000, an increase from $4,361,000 in Q4 2024[49] - Cash used in operating activities for Q4 2025 was $5,545,000, slightly higher than $5,351,000 in Q4 2024[47] - Cash and cash equivalents at the end of Q4 2025 were $12,919,000, compared to $10,336,000 at the end of Q4 2024[47] - Research and development expenses for Q4 2025 were $5,829,000, significantly higher than $2,257,000 in Q4 2024, indicating increased investment in innovation[46] - The weighted average shares outstanding for Q4 2025 were 32,065,000, compared to 17,382,000 in Q4 2024, reflecting a dilution in share value[49] Competitive Positioning - Favorable head-to-head data from independent studies have shown GraftAssure's superior performance compared to leading centralized tests, enhancing clinician confidence[15][16] - The company anticipates a shift in the organ transplant rejection testing market towards ongoing monitoring, which will increase the importance of their assay in clinical practice[18]

Exhibit 99.1 (1) Net liquidity, or working capital, is defined as total current assets less total current liabilities. David Watson, President and Chief Executive Officer of Argan, commented, "Our record fourth quarter performance capped a year of strong execution throughout fiscal 2026, driving record top and bottom-line performance for the full year. During the year, we added $2.5 billion in new contract value, increasing our consolidated project backlog to more than $2.9 billion at year-end, reflecting s ...

Financial Performance - Total revenues for 2025 were $4.858 million, a decrease of 3.7% from $5.045 million in 2024[179]. - The company reported a net loss from continuing operations of $2.339 million in 2025, compared to a net loss of $4.317 million in 2024, indicating an improvement[179]. - Operating expenses totaled $7.358 million in 2025, down from $8.693 million in 2024, reflecting a reduction of 15.3%[179]. - For the year ended December 31, 2025, Arcadia reported a net loss of $2.3 million, a decrease from a net loss of $7.0 million in 2024, indicating a 67.3% improvement in losses year-over-year[185]. - The company had a basic and diluted net loss per share of $1.71 in 2025, an improvement from $3.17 in 2024[179]. Assets and Liabilities - Cash and cash equivalents decreased significantly to $259 thousand in 2025 from $4.242 million in 2024[177]. - Total assets decreased to $6.546 million in 2025 from $13.517 million in 2024, a decline of 51.6%[177]. - The accumulated deficit increased to $281.217 million in 2025 from $278.878 million in 2024[177]. - Total current liabilities decreased to $2.059 million in 2025 from $2.563 million in 2024, a reduction of 19.7%[177]. - The company’s total stockholders' equity decreased to $4.140 million in 2025 from $6.223 million in 2024[177]. Cash Flow and Investments - The net cash used in operating activities for 2025 was $4.7 million, a reduction from $9.6 million in 2024, showing improved cash management[185]. - Arcadia's cash flow from investing activities provided $750,000 in 2025, compared to $7.3 million in 2024, indicating a significant decrease in investment returns[185]. - The company experienced a write-down of non-controlling interest amounting to $138,000 in 2025, reflecting adjustments in asset valuations[185]. Revenue Recognition and Sales - Revenue from product sales, licensing agreements, and royalty fees is recognized when control of the product is transferred to customers[227]. - The Company ceased GLA oil sales at the end of 2024, impacting product revenue streams[228]. - The Company defers revenue when cash received in conjunction with a license agreement is not yet earned[231]. Stock and Equity - The company issued shares related to employee stock purchase plans, resulting in an increase in common stock from 1,285,337 shares at the end of 2023 to 1,373,120 shares by the end of 2025[183]. - Total stock-based compensation recognized was $234,000 for the year ended December 31, 2025, down from $512,000 in 2024[223]. - The Company recognized $234,000 and $512,000 of compensation expense for stock options awards for the years ended December 31, 2025 and 2024, respectively[291]. Debt and Financing - The Company may seek to raise additional funds through debt or equity financings, which could result in dilution to stockholders and increased debt service obligations[200]. - The Promissory Note received from Above Food amounts to $6.0 million, with a term of three years and interest accruing at the Wall Street Journal prime rate[258]. - The first payment of $2.0 million in principal and approximately $421,000 in interest under the Promissory Note was due on May 14, 2025, but Above Food failed to make the payment due to bankruptcy proceedings[263]. Tax and Operating Losses - The company had federal and state net operating losses (NOLs) aggregating approximately $109.2 million and $74.8 million, respectively, as of December 31, 2025[316]. - The company’s deferred tax assets totaled $30.475 million as of December 31, 2025, an increase from $28.438 million in 2024[315]. - The total income tax provision for both years ended December 31, 2025 and 2024 was an expense of $8,000[309]. Customer and Revenue Concentration - Significant customers representing greater than 10% of total revenues included Customer C at 18% and Customer E at 18% for the year ended December 31, 2025[222]. Miscellaneous - The Company is currently evaluating the impact of new accounting standards on its financial statements and disclosures, effective for reporting periods beginning after December 15, 2026, and December 15, 2025, respectively[238][240]. - The Company leases office space in Dallas, TX, with operating lease costs of $139,000 for the year ended December 31, 2025[306].

Financial Performance - The adjusted net loss for the full year 2025 improved by 57% to $(49) million from $(115) million in 2024, representing a $66 million year-over-year improvement[4][6] - The net loss from continuing operations for the fourth quarter was $(11.5) million, compared to $(36.7) million in the same quarter of 2024, showing a $25.2 million improvement[9] - Total expenses for the fourth quarter decreased by $14.2 million to $27.0 million from $41.2 million in the prior year[9] - The net loss from continuing operations for the year was $54,046,000, compared to a profit of $45,090,000 in the previous year, indicating a shift in performance[36] - The net loss per share attributable to common stockholders for continuing operations was $2.22, compared to $20.15 in the prior year, indicating a substantial reduction in losses[34] Liquidity and Capital Structure - Total available liquidity as of December 31, 2025, was $48.7 million, consisting of $10.4 million in cash and cash equivalents, $11.3 million from warehouse credit facilities, and $27.0 million from a delayed draw facility[6] - The company issued $22.5 million in preferred stock in January 2026 to strengthen its capital structure[6] - Cash and cash equivalents decreased to $10.4 million as of December 31, 2025, down from $29.3 million as of December 31, 2024[32] - Cash and cash equivalents at the end of the period increased to $66,298,000 from $61,441,000, showing a positive cash flow trend[39] Income and Expenses - Interest income for the full year 2025 was $171.7 million, while total interest expense was $50.6 million, resulting in net interest income of $121.1 million[10] - Noninterest income for the full year 2025 was $37.5 million, an increase of $11.1 million compared to the previous year[10] - Interest income decreased by 10.8% to $43,916,000 compared to $49,230,000 in the previous year[11] - Total interest expense fell by 12.0% to $12,927,000 from $14,692,000, driven by a 21.4% reduction in warehouse credit facility expenses[11] - Total expenses decreased by 22.6% to $22,295,000 from $28,788,000, with notable reductions in compensation and benefits by 15.9%[11] - Total expenses significantly decreased to $27,025,000 from $41,175,000, marking a reduction of 34.3%[34] - Total expenses for the year were $114,040,000, a significant decrease from $180,776,000 in 2024, representing a reduction of 37%[36] Company Strategy and Operations - The company emerged from a voluntary Chapter 11 proceeding on January 14, 2025, and implemented fresh-start accounting, affecting the comparability of financial results[5][7] - The company has discontinued its e-commerce operations and used vehicle dealership business as part of its Value Maximization Plan[27] - The company plans to focus on technology investments and strategic initiatives to improve its financial position[28] - Vroom's focus on technology investments aims to enhance dealer and accountholder experiences and improve its credit-scoring model[4] Assets and Liabilities - As of December 31, 2025, total assets amounted to $937.4 million, a decrease from $1,066.7 million as of December 31, 2024[32] - Total liabilities as of December 31, 2025, were $820.8 million, compared to $1,097.6 million as of December 31, 2024[32] - The accumulated deficit as of December 31, 2025, was $53.1 million, a significant reduction from $2.1 billion as of December 31, 2024[32] - The company’s stockholders' equity increased to $116.6 million as of December 31, 2025, from a deficit of $30.9 million as of December 31, 2024[32] CarStory Performance - CarStory revenue significantly declined by 53.0% to $1,329,000 from $2,828,000[13] - Total noninterest income for CarStory decreased by 52.4% to $1,407,000 compared to $2,958,000 in the previous year[13] - Total expenses for CarStory dropped by 65.1% to $1,492,000 from $4,273,000[13] - Adjusted net income for CarStory improved by 95.9%, resulting in a loss of $53,000 compared to a loss of $1,306,000 in the prior year[13] Future Projections - For the full year 2026, the company expects indirect origination volume to be between $475 million and $515 million[30] - The adjusted net income (loss) for 2026 is projected to be between ($20) million and ($25) million[30]

Market Overview - P3 Health Partners operates in the $1,118 billion Medicare market, covering over 68 million eligible lives as of July 2025[34]. - The Medicare Advantage (MA) market, which P3 focuses on, covers approximately 34 million Medicare eligible lives in 2025, with penetration increasing from 19% in 2007 to 54% in 2025[43]. - The core addressable market size for P3 is estimated to be over $300 billion, based on approximately 34 million MA members and an average $1,000 PMPM spend[46]. - U.S. healthcare spending reached $5.3 trillion in 2024, accounting for 18% of GDP, with projections of a 5.8% annual growth rate from 2024 to 2033[37]. - The 65 and older age group accounted for 21% of all healthcare spending in 2024, with an average spend of approximately $15,474 per person[37]. Revenue and Financial Performance - Contracts with four health plans accounted for approximately 75% of total revenue for the year ended December 31, 2025, up from 59% in 2024[35]. - For the year ended December 31, 2025, the company incurred net losses of $323.1 million, resulting in an accumulated deficit of $651.1 million[135]. - As of December 31, 2025, the company had $25.0 million in unrestricted cash and cash equivalents, $336.7 million in outstanding indebtedness, and $287.8 million in unpaid claims[128]. - The anticipated growth rate for Medicare Advantage reimbursement is projected at 4.97%, but actual increases may be as low as 0.09%[171]. - The company expects to continue incurring operating losses and generating negative cash flows for the foreseeable future[128]. Operational Strategy - The company is transitioning from a Fee-for-Service (FFS) model to a Value-Based Care (VBC) model, enhancing local healthcare delivery through a comprehensive care continuum[53]. - The proprietary P3 Technology/Health Hub integrates clinical and claims data, enabling risk stratification and proactive patient care management, improving clinical outcomes[57][58]. - The company plans to expand its footprint in existing markets like Arizona, California, Nevada, and Oregon, leveraging relationships with payors to increase membership[66][69]. - The company is evaluating new market opportunities and potential acquisitions to further grow its membership base[71][72]. - The company’s growth strategy relies on successfully identifying and developing new geographies and partnerships with physician partners and payors[153]. Regulatory Compliance and Risks - Regulatory compliance is critical, as the company must maintain necessary licenses and certifications to operate its clinics and services effectively[89][90]. - The company is subject to various federal and state healthcare regulatory laws, including the Anti-Kickback Statute and the Stark Law, which impose strict compliance requirements[99][103]. - The company faces potential penalties for non-compliance with healthcare regulations, including civil and criminal penalties, and exclusion from government healthcare programs[109]. - The company is currently under investigation by the DOJ regarding its arrangements with insurance agents and brokers, following a civil investigative demand issued in June 2024[222]. - Non-compliance with healthcare regulations could result in significant penalties, including administrative, civil, and criminal penalties, which may adversely affect the company's financial condition and operations[223]. Competition and Market Challenges - The healthcare industry remains competitive, with primary competition from traditional FFS environments and other population health management companies[74]. - The company faces competition from major players like Aledade, Astrana Health, Inc., and agilon health, inc., as well as local provider networks and hospitals, which could impact growth rates[179]. - Increased competition may arise from well-financed payors developing their own managed services tools, potentially offering services at discounted prices[179]. - The healthcare industry is experiencing consolidation, leading to larger payors with increased bargaining power, which may affect reimbursement rates[172]. - Changes in the composition of the membership base can lead to variations in premium revenue, costs, and margins, adversely affecting financial performance[157]. Technology and Innovation - The company utilizes a proprietary technology platform to customize patient care management plans, enhancing clinical outcomes[50]. - The Provider Portal allows physicians to access risk stratified patient lists, enhancing care opportunities and optimizing resource allocation[59]. - P3 Care Connect facilitates individualized care for high-risk populations, improving clinical outcomes and operational efficiency[61]. - Compliance with data interoperability and information blocking rules is critical, with penalties for violations reaching up to $1 million per incident[191]. - The regulatory framework for AI Technologies is rapidly evolving, potentially impacting the company's products and services[215]. Human Resources and Talent Management - The company employs approximately 320 full-time employees, focusing on talent retention and engagement to support its mission[84][86]. - The company faces challenges in attracting and retaining qualified personnel, particularly physicians, due to high competition and labor shortages[151]. - The company emphasizes a strong community culture, valuing collaboration, service, and accountability among its employees[91]. Financial Obligations and Future Outlook - The company anticipates needing additional capital to fund operations and expansion, as existing cash and equivalents are insufficient for at least the next 12 months[143]. - The company is exploring raising additional capital through debt financing and equity issuances[129]. - The company may require additional funding in 2026 due to substantial doubt about its ability to continue as a going concern[128]. - The company has structured management services agreements to comply with corporate practice of medicine and fee-splitting laws across multiple states[97]. - The company recorded a significant goodwill impairment charge of $1,315.0 million during the year ended December 31, 2022, due to a decrease in share price[142].

Securities Purchase Agreement - The Company is entering into a Securities Purchase Agreement with multiple Investors for the sale of shares of its common stock[2]. - The shares being sold have a par value of $0.001 per share, and the total purchase price will be specified in Exhibit A[3]. - The Closing Date for the transaction is set to occur no later than five Business Days after the date of the Agreement[27]. - The Company will issue the Shares in book-entry form, free and clear of all restrictive legends, upon receipt of the Aggregate Purchase Amount[27]. - The Company has confirmed that all issued shares of Common Stock are fully paid and non-assessable, and were issued in compliance with applicable laws[30]. - The Company is relying on the exemption from securities registration under Section 4(a)(2) of the Securities Act for this transaction[3]. - The Registration Rights Agreement will be executed concurrently, providing certain registration rights for the Shares[3]. - The Company has filed all required forms and reports with the SEC, and all SEC Reports complied in all material respects with applicable requirements of the Exchange Act[38]. - The Company acknowledges that the Securities are being offered in a transaction not involving any public offering under the Securities Act[75]. - The Investor understands that the Securities have not been registered under the Securities Act and must continue to be held unless registered or exempt from registration[75]. - The Company must execute and deliver the Registration Rights Agreement to the Investors[104]. - The Agreement constitutes a legal, valid, and binding obligation of the Company, enforceable in accordance with its terms[33]. - The Agreement is governed by the laws of the State of New York, with specific jurisdiction in New York Supreme Court[118]. - The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements[130]. - The Agreement may be executed in multiple counterparts, including electronic signatures[128]. Compliance and Regulatory Matters - There are currently no outstanding rights or obligations to register any of the Company's securities under the Securities Act, except as disclosed in the SEC Reports[31]. - The Company has taken all necessary corporate actions to authorize the issuance and sale of the Securities as outlined in the Transaction Agreements[32]. - The Company is in compliance with all applicable laws and has all required licenses and permits necessary for its operations[43]. - The Company is required to issue a press release or file a Current Report on Form 8-K disclosing all material terms of the transactions within five business days following the agreement date[83]. - The Company has conducted preclinical tests and clinical trials in accordance with applicable laws and regulations, with no material adverse effects reported[54]. - The Company is compliant with anti-bribery and anti-money laundering laws, with no pending actions involving violations of such laws[62]. - The Company has taken reasonable steps to ensure compliance with the Foreign Corrupt Practices Act and related financial recordkeeping requirements[62]. - The Company will take reasonable steps to ensure future compliance with the Sarbanes-Oxley Act of 2002[53]. - There are no outstanding or unresolved comments from the SEC staff regarding the SEC Reports[38]. Financial Statements and Reporting - The consolidated financial statements included in the SEC Reports fairly present the financial position of the Company and have been prepared in accordance with GAAP[39]. - Since December 31, 2025, the Company has conducted its business only in the ordinary course and has not entered into any material transactions not disclosed in the SEC Reports[40]. - The Company has not incurred any material liabilities, contingent or otherwise, except those incurred in the ordinary course of business[39]. - The Company maintains a system of internal control over financial reporting designed to comply with the Exchange Act and provide reasonable assurance regarding the reliability of financial reporting[55]. - There have been no material weaknesses identified in the Company's internal control over financial reporting[56]. Investor Relations and Obligations - The Company agrees to indemnify and hold harmless each Investor from any losses or claims resulting from breaches of representation or warranty under the Transaction Agreements[91]. - The Company will not take any action that would conflict with its obligations to the Investors under the Transaction Agreements[90]. - The Investor has relied solely on independent investigation and SEC Reports in making its decision to purchase the Securities[78]. - Each Investor's obligations are several and not joint, meaning no Investor is responsible for another's obligations[126]. - The Company may request additional information from Investors to evaluate their eligibility to acquire Securities[124]. - Each Investor consents to receive stockholder notices electronically at the provided email address[116]. Conditions Preceding Closing - The Company must perform all material obligations required prior to the Closing Date to fulfill the conditions of the transaction[98]. - The Company must obtain all necessary consents, permits, approvals, registrations, and waivers for the consummation of the purchase and sale of the Securities[99]. - The Company must deliver a legal opinion from O'Melveny & Myers LLP addressing legal matters agreed upon with the Investors[101]. - The Company must provide a compliance certificate confirming the fulfillment of specified conditions at the Closing Date[102]. - The Secretary of the Company must deliver a certificate certifying the Amended and Restated Certificate of Incorporation and Bylaws[103]. - The Common Stock must be listed on a National Exchange without any suspension or trading halt as of the Closing Date[105]. - The Company must receive payment in full for the aggregate purchase price of the Securities being purchased by each Investor at the Closing[107]. - The Company will pay all Transfer Agent fees and taxes related to the delivery of Securities to the Investors[121]. Miscellaneous - The Company has good and marketable title to all real property owned and valid rights to lease or use all other material properties[49]. - The Company carries adequate insurance coverage, and all insurance policies are in full force and effect[51]. - The issued and outstanding shares of Common Stock are registered and listed for trading on Nasdaq under the symbol "CV"[52]. - The Company has not engaged in any actions to stabilize or manipulate the price of its Common Stock[57]. - The Company is not classified as an "investment company" under the U.S. Investment Company Act of 1940[57]. - The Company has not retained any brokers or finders in connection with the transactions contemplated by the Agreement[59]. - There are no undisclosed relationships between the Company and its directors, officers, or significant stakeholders that are required to be described in SEC Reports[63]. - The Company will not disclose the name of any Investor or its Affiliates without prior written consent, except as required by law[83]. - No event should occur that would reasonably be expected to have a Material Adverse Effect since the date of the Agreement[100]. - The terms of the Securities were determined through arm's-length negotiations[133].