Financial Data and Key Metrics Changes - Net sales for Q1 2026 were $147.1 million, a 16% decline from $175.2 million in Q1 2025, attributed to a $4 million hurricane-related sales benefit last year, a $10 million impact from the shift to a 52-week year, and a $1 million impact from closed stores [16][17] - Gross profit margin decreased to 18.4% from 27.2% year-over-year, with a significant portion of the decline due to a non-cash impairment charge related to closed stores and lower margins on core chemicals [18] - Net loss for Q1 2026 was $83 million, compared to a net loss of $44.6 million in Q1 2025, while adjusted net loss was $48.7 million, up from $40.7 million [19][20] Business Line Data and Key Metrics Changes - Comparable sales decreased by 15.5% in Q1 2026, with most categories reflecting this decline [17] - The company closed 80 underperforming stores, which is expected to have an annual sales impact of approximately $25 million-$35 million but will yield an annualized net EBITDA improvement of $4 million-$10 million once fully completed [9][23] Market Data and Key Metrics Changes - The company is seeing positive comparable store sales momentum in January 2026, indicating a potential recovery as it approaches the pool season [4][40] - The pricing transformation initiative aims to improve customer pricing on key items, addressing previous misalignments with market pricing [4][5] Company Strategy and Development Direction - The company is committed to becoming America's one-stop shop for pool care, focusing on customer value proposition and operational efficiency through cost optimization and better asset utilization [3][14] - A comprehensive transformation plan is underway, including a pricing strategy aimed at driving traffic and increasing customer loyalty [5][12] - The company is optimizing its distribution network and has closed its Denver warehouse, which is expected to reduce costs while maintaining service levels [10][24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategic direction and the progress of transformation initiatives, reaffirming full-year guidance for net sales of $1.1 billion-$1.25 billion and Adjusted EBITDA of $55 million-$75 million [3][26] - The company anticipates generating the majority of its sales and earnings in the second half of the year due to the seasonal nature of the business [26][27] Other Important Information - Inventory at the end of Q1 2026 was $210 million, a 23% reduction year-over-year, attributed to inventory optimization initiatives and store closures [20][21] - The company is focused on disciplined inventory management and has implemented a SKU rationalization initiative to eliminate over 2,000 SKUs, expected to generate $4 million-$5 million in incremental EBITDA savings [12][25] Q&A Session Summary Question: Pricing actions and their impact on the business - Management explained that the pricing actions are aimed at optimizing regular prices and changing promotional strategies to enhance competitiveness and customer traffic [33][34] Question: Positive momentum in January and its implications - Management noted that while there is a healthier base post-store closures, January's positive sales momentum is encouraging ahead of the pool season [40] Question: Insights on basket-building during pricing pilot - Management shared that tests across various regions showed solid increases in units per transaction (UPT) and conversion rates, indicating a positive response to new pricing strategies [45][46] Question: Long-term store footprint strategy - Management emphasized the importance of optimizing store and distribution center locations to enhance service to pool owners, while also identifying opportunities for future expansion [49][51]

Financial Data and Key Metrics Changes - The company reported net sales of $147.1 million for Q1 2026, a 16% decline from $175.2 million in Q1 2025, attributed to a $4 million hurricane-related sales benefit last year, a $10 million impact from the shift to a 52-week year, and approximately $1 million from closed stores [14][15] - Gross profit margin decreased to 18.4% from 27.2% in the prior year, with a significant portion of the decline due to a non-cash impairment charge related to closed stores and lower margins on core chemicals [15][16] - The net loss for Q1 was $83 million, compared to a net loss of $44.6 million in the same period last year, while adjusted net loss was $48.7 million, up from $40.7 million [17][18] Business Line Data and Key Metrics Changes - Comparable sales decreased by 15.5% in Q1 2026, with most categories reflecting this decline [15] - The company experienced a net loss of 160,000 residential customers in the previous fiscal year, primarily due to customer churn [4][6] Market Data and Key Metrics Changes - The company is implementing a pricing transformation initiative to improve pricing competitiveness, which is expected to drive traffic and increase conversion rates [4][5] - The company is focusing on re-engaging lapsed customers as a significant growth opportunity [6][7] Company Strategy and Development Direction - The company aims to become America's one-stop shop for pool care, focusing on customer value proposition and operational efficiency through cost optimization and better asset utilization [3][12] - A comprehensive transformation plan is underway, including store optimization, pricing strategy adjustments, and enhanced marketing efforts [3][10][12] - The company plans to close 80 underperforming stores, which is expected to yield an annualized net EBITDA improvement of $4 million-$10 million [8][21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the upcoming pool season, supported by positive comparable store sales in January and a strategic pricing initiative [4][26] - The company reaffirmed its full-year guidance for net sales of $1.1 billion-$1.25 billion and Adjusted EBITDA of $55 million-$75 million [3][24] Other Important Information - The company has streamlined its distribution network, closing a warehouse to reduce costs and improve service levels [9][10] - A significant SKU rationalization initiative is in progress, aiming to eliminate over 2,000 SKUs to enhance inventory efficiency [11][23] Q&A Session Summary Question: Pricing actions and their impact on the business - Management explained that the pricing actions are aimed at optimizing regular prices and transitioning to a more consistent pricing strategy focused on everyday value, which is expected to limit gross margin reductions [30][31] Question: Positive momentum in January and February - Management noted that while January showed positive comparable store sales, February's performance was mixed, with optimism for the upcoming pool season due to new pricing strategies [36][37] Question: Insights on basket-building and customer recapture - Management shared that tests across various regions showed solid increases in units per transaction (UPT) and conversion rates, indicating a positive response to the new pricing strategies [42][43] Question: Long-term store footprint strategy - Management emphasized the importance of optimizing store and distribution center locations to enhance service speed and convenience, while also identifying opportunities for future expansion [46][48]

Financial Data and Key Metrics Changes - Consolidated revenue for Q3 was CAD 1.25 billion, a 2% increase year-over-year [16] - Adjusted Segment Operating Income rose to CAD 195.8 million, up 3% from CAD 190 million in the same quarter last year [16] - Adjusted EPS increased to CAD 0.34, compared to CAD 0.29 a year ago [16] - Net finance expense decreased to CAD 54.1 million from CAD 56.6 million in the previous year [17] - Free cash flow was CAD 411.3 million, slightly above CAD 409.8 million recorded in the same quarter last year [18] - Capital expenditures totaled CAD 50.6 million, with expectations for full-year CapEx to be over 10% lower than last year [18] Business Line Data and Key Metrics Changes - In the Civil segment, revenue decreased by 5% year-over-year to CAD 717.2 million, with adjusted operating income down 6% to CAD 141.8 million [19] - Training Center Utilization in the Civil segment was 71%, down from 76% in the prior year [20] - In the Defense segment, revenue increased by 14% year-over-year to CAD 534.9 million, with adjusted operating income up 38% to CAD 54 million, achieving a margin of 10.1% [20] Market Data and Key Metrics Changes - The civil aviation market is expected to grow at 4%-5% annually over the long term, despite current disruptions [52] - Defense spending is projected to grow significantly, with Canada committing CAD 82 billion over the next five years [33] Company Strategy and Development Direction - The company is implementing a multi-pronged transformation plan focusing on portfolio sharpening, disciplined capital management, and operational excellence [5][12] - The transformation plan aims to improve margins, cash flow, and returns on investment, with specific targets to be shared in the next quarter [7][35] - The company is rationalizing its civil training network to align capacity with current demand, which may impact near-term revenue [30][39] Management's Comments on Operating Environment and Future Outlook - Management acknowledges near-term revenue impacts from the transformation plan but believes it will lead to stronger long-term performance [8][34] - The defense segment is expected to see over 20% growth in adjusted segment operating income year-over-year, reflecting a favorable market environment [32] - The company is confident in its long-term growth prospects in both civil and defense markets, supported by strong fundamentals [46] Other Important Information - The company has identified non-core assets representing approximately 8% of revenue for potential divestiture [36] - Recent leadership changes include the appointment of Ryan McLeod as Chief Financial Officer, expected to enhance operational finance and capital discipline [13] Q&A Session Questions and Answers Question: Long-term perspective on civil business returns - Management indicated that the civil business could generate solid mid-teen returns over the long term, with a focus on improving utilization and profitability [50][54] Question: Conversations with civil customers regarding network rationalization - Initial conversations with civil customers have been positive, focusing on resizing the network to meet current demand [58][60] Question: Nature of identified non-core assets - Non-core assets are present in both civil and defense segments, and the company is focused on finding suitable buyers for these businesses [66][67] Question: Outlook for civil aviation training demand - Management noted that while current demand is softer than expected, the long-term growth trajectory remains strong at 4%-5% [72][74] Question: Timing of potential divestitures - The company is moving cautiously through the divestiture process, with a timeline of 18-24 months for completion [75][76] Question: Defense segment margin improvements - The defense segment's margin improvements are attributed to better contract mix and cost controls, with expectations for continued growth [80]

As filed with the Securities and Exchange Commission on February 11, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 T3 Defense Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 575 Fifth Ave., 14th Floor N ...

Core Viewpoint - Toyota Motor Corporation has announced a surprise reshuffle in its leadership team, effective April 1, 2026, amid efforts to privatize its key subsidiary, Toyota Industries [1][4]. Leadership Changes - Koji Sato, the current President and CEO, will transition to the role of Vice Chairman and Chief Industry Officer (CIO) [9][10]. - Kenta Kon will be appointed as the new President and CEO, moving from his current position as Chief Financial Officer (CFO) [9][10]. Purpose of Reshuffle - The leadership change aims to enhance decision-making speed in response to internal and external changes, while reinforcing Toyota's mission of "serving the country through industry" [3]. Industry Focus - Sato will leverage his position as head of the Japan Automobile Manufacturers' Association to influence the broader automotive industry [2]. Background on Kenta Kon - Kenta Kon, a long-time associate of Akio Toyoda, is recognized for his financial acumen and is seen as the "mastermind" behind the Toyota Industries buyout [5][8]. - His experience in financial matters is expected to support Toyota's business transformation efforts [8].

Financial Data and Key Metrics Changes - Net sales for Q2 were $341 million, a 5% decline compared to Q2 last year [6][12] - Gross margin rate improved to 8.2%, a 160 basis point increase from 6.6% in the same period last year [12] - Adjusted operating income was $15.3 million, or 4.5% of net sales, compared to $13.3 million, or 3.7% of net sales last year [13] - Adjusted net income was $6.9 million, or $0.28 per diluted share, compared to $7.4 million, or $0.29 per diluted share last year [15] Business Line Data and Key Metrics Changes - Medical sales were $96 million, up 15% year-over-year, representing 28% of total company sales [6][8] - Automotive sales totaled $162 million, down 13% year-over-year, accounting for 48% of total sales [9] - Industrial sales were $83 million, a 5% decrease compared to Q2 last year, representing 24% of total sales [11] Market Data and Key Metrics Changes - Medical vertical growth was driven by increases in Poland and Thailand, while North America remained flat [7][8] - Automotive sales decline was primarily due to lower sales in North America and China, with some offset from growth in Poland and Romania [9][10] - Industrial business decline was concentrated in North America, with some recovery in Europe [11] Company Strategy and Development Direction - The company is focusing on the medical vertical as a key growth area, leveraging its capabilities in a highly regulated industry [5][8] - A rebranding to Kimball Solutions reflects the company's evolution beyond traditional manufacturing services, expanding into design, engineering, and supply chain management [20] - The grand opening of a new medical manufacturing facility in Indianapolis is part of the strategy to enhance capabilities and capacity [5][8] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the medical vertical's growth potential, driven by megatrends such as an aging population and increasing healthcare access [8] - The company raised its guidance for fiscal 2026, expecting net sales between $1.4 billion and $1.46 billion, driven by strength in the medical vertical and automotive programs [17][18] - Management is monitoring the outlook for FY27, particularly in North America automotive and industrial sectors, due to economic concerns and tariff impacts [19] Other Important Information - Cash and cash equivalents at the end of Q2 were $77.9 million, with cash generated from operations at $6.9 million [15][16] - The company invested $4.3 million in share repurchases during Q2, with a total of $109.5 million returned to shareholders since October 2015 [17] - The effective tax rate for Q2 was 47.9%, significantly higher than the previous year due to adjustments related to the sale of the Tampa facility [15] Q&A Session Summary Question: What percentage was Nexteer in December? - Nexteer accounted for 20% of sales in December [25][26] Question: What is the capacity and ramp expectations for the new facility in Indianapolis? - The new facility is 300,000 sq ft, significantly larger than the current footprint, with substantial growth opportunities [28] Question: How should we think about growth in the automotive piece for Q3 and Q4? - Q3 automotive is expected to be flat to slightly up as the company anniversaries the end of the EB100 program [37] Question: What are the win rates and sizes of new programs? - Win rates remain consistent, with larger programs expected from lift and shift opportunities and CMO discussions [39][40] Question: How will the new facility impact margins? - The new facility is expected to drag margins in the near term due to depreciation and additional expenses, but long-term margins are expected to improve [44][45] Question: How do you see cash cycle days play out in the coming quarters? - Cash conversion days are expected to decrease in Q3 from elevated levels in Q2 [49] Question: What are the opportunities in the medical space for acquisitions? - The company is interested in in vitro diagnostics and cardiology as potential areas for expansion [58]

Financial Data and Key Metrics Changes - Net sales for Q2 were $341 million, a 5% decline compared to Q2 last year [5] - The growth margin rate improved to 8.2%, a 160 basis point increase from 6.6% in the same period last year [10] - Adjusted net income was $6.9 million, or $0.28 per diluted share, compared to $7.4 million, or $0.29 per diluted share last year [12] - Cash generated by operating activities was $6.9 million, marking the eighth consecutive quarter of positive cash flow [13] - The company raised its guidance for fiscal 2026, expecting net sales in the range of $1.4-$1.46 billion, up from previous guidance of $1.35-$1.45 billion [15] Business Line Data and Key Metrics Changes - Medical sales were $96 million, up 15% year-over-year, representing 28% of total company sales [5] - Automotive sales totaled $162 million, down 13% year-over-year, accounting for 48% of total sales [7] - Industrial sales were $83 million, a 5% decrease compared to Q2 last year, making up 24% of total sales [9] Market Data and Key Metrics Changes - The medical vertical showed strong growth, particularly in Poland and Thailand, while North America remained flat [5] - The automotive sector faced declines in North America and China, primarily due to the transfer of an electronic braking program and tariff pressures [7] - Industrial demand in North America decreased, although there was a rebound in Europe due to smart meter sales [9] Company Strategy and Development Direction - The company is focusing on the medical vertical as a key growth area, leveraging its capabilities in a highly regulated industry [6] - A new facility in Indianapolis is part of the strategy to expand manufacturing capacity for medical products [6] - The company is pursuing disciplined acquisitions to enhance geographic reach and manufacturing capabilities [7] - A rebranding to Kimball Solutions reflects the company's evolution beyond traditional manufacturing services [18] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the medical vertical's growth potential, driven by megatrends such as an aging population and increasing healthcare access [6] - The company is monitoring the North American automotive and industrial markets due to economic concerns and tariff impacts [17] - Future growth in automotive is expected to stabilize as the company anniversaries the end of a significant program [33] Other Important Information - The effective tax rate for Q2 was 47.9%, significantly higher than the previous year's rate of 1.2% [12] - Capital expenditures in Q2 were $18.2 million, primarily for the new facility in Indianapolis [14] - The company has $10.5 million remaining on its share repurchase program, having returned $109.5 million to shareholders since October 2015 [15] Q&A Session Summary Question: What percentage was Nexteer in December? - Nexteer accounted for 20% of sales in December [22] Question: What is the capacity and ramp expectations for the new facility in Indianapolis? - The new facility is 300,000 sq ft, significantly larger than the current footprint, with substantial growth opportunities anticipated [25] Question: How should we think about growth in the automotive piece for Q3 and Q4? - Q3 automotive is expected to be flat to slightly up as the company anniversaries the end of the EB100 program [33] Question: What are the win rates and size of wins across the business? - Win rates remain consistent, with larger programs expected from lift and shift opportunities and CMO discussions [36] Question: How will the new facility impact margins? - The CMO space is expected to be margin accretive long-term, but will initially drag margins due to depreciation and additional expenses [40][41] Question: How do you see cash cycle days play out in the coming quarters? - Cash conversion days are expected to decrease in Q3 from elevated levels in Q2 [44] Question: What are the opportunities in the medical space for acquisitions? - The company is interested in in vitro diagnostics and cardiology as potential areas for expansion [54]

Core Insights - Edgewell Personal Care Company has completed the sale of its feminine care business to Essity for $340 million, aiming to strengthen its balance sheet and focus on core businesses [1][2] Financial Impact - The net proceeds from the sale will primarily be used to pay down the balance of the U.S. revolving credit facility and to invest in long-term growth initiatives [1][2] - Edgewell plans to provide unaudited condensed consolidated financial information reflecting the sale as a discontinued operation, expected to be available by February 6, 2026 [3] Strategic Focus - The sale is part of Edgewell's strategy to simplify its portfolio and concentrate resources on shave, sun and skin care, and grooming, enhancing its agility and durability as a personal care company [2] - A Transition Services Agreement has been established with Essity to support a smooth transition for employees and customers for at least one year post-transaction [2] Company Overview - Edgewell is a leading consumer products company with a diversified portfolio, including brands like Schick, Wilkinson Sword, and Banana Boat, operating in over 50 markets globally with approximately 6,700 employees [5]

Core Insights - Aeries Technology, Inc. has announced a multi-year, multi-million-dollar engagement with a leading global financial services firm to establish a Global Capability Center in Bangalore [1][2] - The center will focus on developing the client's next-generation platform and modernizing its core digital infrastructure, leveraging India's engineering talent [2][3] - This partnership reflects the trend among global financial institutions to adopt cloud solutions and undergo large-scale digital transformations [3] Company Strategy - Aeries is building a specialized engineering team in Bangalore that will enhance platform engineering, cloud infrastructure, and data capabilities [4] - The establishment of the center is part of Aeries' broader strategy to scale premium technology delivery through innovation-led Global Capability Center operations [4] - The partnership includes a structured growth pathway, allowing the center to expand based on delivery performance and client priorities, ensuring long-term value creation [4] Company Background - Aeries Technology is recognized as a leader in AI-enabled value creation and business transformation, particularly for private equity portfolio companies [5] - Founded in 2012, the company has received Great Place to Work Certification for three consecutive years, highlighting its commitment to workforce development [5]

Core Viewpoint - GameStop is planning to acquire a significantly larger publicly traded consumer company, which CEO Ryan Cohen believes could be transformational for the company and the capital markets [1][2]. Group 1: Acquisition Plans - The acquisition is described as "really big" and has the potential to make GameStop worth "several hundreds of billions of dollars" if successful [2]. - Cohen is targeting an undervalued, high-quality consumer company with growth prospects and a "sleepy management team" [2]. - The ambition to increase GameStop's market cap to over $100 billion is seen as a challenging task given its current market cap of $10.5 billion [2][5]. Group 2: Financial Performance - Since Cohen's takeover in September 2023, GameStop has improved its profitability, with net income rising to $77.1 million from a loss of $3.1 million [5]. - The company's gross margin has increased by 7 percentage points during this period, and it has posted consecutive annual net incomes for fiscal 2024 and 2025 after five years of losses [5]. Group 3: Investor Sentiment - Investor Michael Burry has shown interest in GameStop, indicating confidence in Cohen's ability to leverage the company's current situation for future growth [6][7]. - Burry commented on Cohen's strategy of maximizing the current business while waiting for an opportunity to acquire a more profitable company [7]. Group 4: Strategic Direction - Cohen has not ruled out liquidating GameStop's bitcoin holdings to fund the acquisition but believes the new strategy is more compelling than bitcoin [8]. - The approach is likened to Berkshire Hathaway's strategy, aiming to create significant value in a shorter timeframe by applying operational efficiency [9].