Strategic Transactions Overview - Antero Resources (AR) is acquiring HG Energy's upstream business for $2.8 billion plus hedge book, and Antero Midstream (AM) is acquiring HG Energy's midstream business for $1.1 billion[10] - AR is divesting non-core Utica assets, with the upstream assets being sold for $800 million and the midstream assets for $400 million[10] - The HG Energy acquisition is expected to add over 400 drilling locations in the Marcellus Shale core, with 75% being liquids-rich[11, 44] Financial Impact and Synergies - The acquisition is projected to be 30%+ accretive to operating cash flow, free cash flow, and NAV per share metrics[12, 28] - Identified synergies from the HG Energy acquisition are estimated at $950 million (PV-10)[11, 25] - AR anticipates reducing its cost structure by approximately $0.25/Mcfe due to the HG Energy acquisition[12, 53] Production and Capital Expenditure - Pro forma production outlook for 2027 is projected to be between 4,400 and 4,500 MMcfe/d[15] - Targeted maintenance capital expenditure for 2026 is projected to be between $1.1 billion and $1.2 billion[17] Financing and Balance Sheet - The HG Energy acquisition is expected to be fully financed by 2028 through a combination of AR's free cash flow, proceeds from the Utica divestiture, and hedged free cash flow of the acquired assets[13] - AR expects to maintain leverage below 1.0x in 2026 and expects reaffirmed investment grade credit ratings[30, 33] Antero Midstream (AM) Transactions - AM is acquiring HG Midstream for $1.1 billion and divesting Utica Midstream for $400 million[10, 40] - The HG Midstream acquisition is expected to generate approximately $110 million in free cash flow[40]

Strategic Transactions - Antero Resources (AR) is acquiring HG Energy in the core Marcellus Shale and divesting non-core Utica assets[6, 7] - AR is acquiring HG Energy's upstream business for $2.8 billion plus hedge book, and Antero Midstream (AM) is acquiring HG Energy's midstream business for $1.1 billion[10] - AR is divesting upstream assets in Utica for $800 million, and AM is divesting midstream assets in Utica for $400 million[10] HG Acquisition - The HG Acquisition is expected to add approximately 400 additional locations in the Marcellus Shale core, with 75% being liquids-rich[11, 44] - The acquisition is projected to provide ~$950 million in identified synergies[11] - The acquisition is expected to reduce the cost structure by ~$0.25/Mcfe and increase margins by $0.15 to $0.20 per Mcfe[12] - The acquisition is expected to be 30%+ accretive to operating cash flow, free cash flow, and NAV per share metrics[12, 28] - The acquisition is fully financed and expected to be paid off by 2028 through a combination of AR Free Cash Flow, proceeds from the Utica divestiture, and hedged Free Cash Flow of the acquired assets[13] Pro Forma Outlook - Pro forma production outlook for 2027 is projected to be between 4,400 and 4,500 MMcfe/d[15] Utica Divestiture - The Utica divestiture is expected to generate $800 million in proceeds[10] - The Utica divestiture is expected to have a 2026E Free Cash Flow of ~$55 million[9] Antero Midstream (AM) - AM is acquiring HG Midstream for $1.1 billion and divesting Utica Midstream for $400 million[10, 40] - HG Midstream acquisition is expected to add >400 dedicated locations (75% liquids)[42, 44] - HG Midstream has ~900 MMcf/d of throughput[41]

Financial Data and Key Metrics Changes - Adjusted earnings per share (EPS) for the second quarter was $2.97, exceeding guidance by $0.11 [5][34] - Total net revenues reached $15.4 billion, surpassing expectations by over $400 million, reflecting a 6.5% operational growth [6][34] - Full-year revenue guidance raised to $60.5 billion, an increase of $800 million, with a total increase of $1.5 billion since the start of the year [6][35] - Adjusted EPS guidance for the full year increased by $0.21, now expected between $11.88 and $12.08 [7][35] Business Line Data and Key Metrics Changes - Immunology revenues exceeded $7.6 billion, with SKYRIZI global sales at $4.4 billion, up 61.8% operationally [10][11] - RINVOQ global sales reached $2 billion, reflecting a 41.2% operational growth [12][13] - Neuroscience revenues were approximately $2.7 billion, up 24% operationally, driven by Vraylar and UBRELVY [19][20] - Oncology revenues were nearly $1.7 billion, with IMBRUVICA sales down 9.5% and VENCLEXTA sales up 8.3% [15][16] - Aesthetics revenues were nearly $1.3 billion, down 8% operationally, impacted by economic challenges [17][18] Market Data and Key Metrics Changes - SKYRIZI continues to gain market share in psoriatic disease, with leadership in psoriasis therapy lines [10][11] - RINVOQ is capturing significant patient share in IBD, with strong uptake in ulcerative colitis and Crohn's disease [12][13] - HUMIRA sales declined to over $1.1 billion, down 58.2% due to biosimilar competition [14] - The aesthetics market is underperforming historical levels, with economic challenges affecting consumer sentiment [18][19] Company Strategy and Development Direction - The company is focused on advancing its pipeline and strategic transactions to support long-term growth [5][9] - Recent acquisitions include Gubra for obesity treatment and KapStan Therapeutics for CAR T platform [8][9] - The company aims to enhance its immunology pipeline with innovative therapies and technologies [25][26] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strong outlook for 2025 and beyond, supported by robust performance across key products [10][38] - The company is well-positioned to navigate economic challenges and capitalize on growth opportunities in various therapeutic areas [19][38] Other Important Information - The company has executed over 30 business development transactions since the beginning of the previous year [8] - Regulatory submissions for new therapies are anticipated, including RINVOQ for alopecia areata and vitiligo [24][25] Q&A Session Summary Question: Impact of Stellara biosimilar on SKYRIZI and RINVOQ - Management noted that while there may be some impact, the core momentum for SKYRIZI and RINVOQ is driven by strong data and physician connections [41][42] Question: Confidence in SKYRIZI and RINVOQ long-term guidance - Management indicated that they are tracking well against long-term guidance and will update it at the appropriate time [47][48] Question: Leveraging global aesthetics footprint for obesity drugs - The company sees a strong opportunity to integrate obesity treatments into its aesthetics practices, capitalizing on existing patient flow [66][68] Question: Status of anti-amyloid monoclonal antibody - The company is evaluating the potential for a registrational trial based on imaging as an endpoint, but specific details were not disclosed [94]

Financial Data and Key Metrics Changes - The second quarter results met expectations with an improvement in year-over-year top line performance [4] - A noncash impairment charge of $9.3 billion was recorded due to a sustained decline in stock price, affecting the carrying value of intangible assets [16][17] Business Line Data and Key Metrics Changes - In emerging markets, top line growth was approximately 8% driven by both price and volume, with the highest operating income margin ever achieved [28] - North America retail showed a decline of 2.7% in the latest four weeks, excluding cold cuts and bacon, with year-to-date decline at 4% [29] Market Data and Key Metrics Changes - The company is experiencing challenges in North America retail, but improvements are noted in other segments, particularly in emerging markets [28][29] - Inflation is expected to be around 5% to 7% for the year, with pricing actions taken to mitigate impacts [26][50] Company Strategy and Development Direction - The company is focused on unlocking long-term shareholder value through strategic evaluations and investments in product superiority and manufacturing capabilities [4][10] - Continued investment in marketing and product innovation is planned, with a target of reaching 4.8% of net sales by the end of 2025 [22][30] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategy and ongoing investments, emphasizing a disciplined approach to financial management [10][31] - The company is optimistic about growth opportunities in emerging markets and is committed to driving improvements in North America retail [28][30] Other Important Information - The company is actively expanding its brand growth system, which is expected to impact 40% of the business by the end of the year [46] - Significant product renovations are underway, with expectations of a 20% market increase year-over-year in the second half [32] Q&A Session Summary Question: Strategic transactions and potential business separation - Management is evaluating strategic options to unlock long-term value while maintaining financial discipline [10][11] Question: Details on impairment charge - A $9.3 billion noncash impairment charge was recorded due to a decline in stock price, which was anticipated [16][17] Question: Pricing and promotion levels - The company is investing in pricing and marketing, with a 100 basis point increase in pricing year-over-year and a 30 basis point increase in marketing [22][26] Question: Sales trends in emerging markets - Emerging markets saw an 8% top line growth, with confidence in achieving double-digit growth by year-end [36][38] Question: Timing of inflation and promotions - The impact of inflation and promotions pushed from Q2 to Q3 is estimated at 30 to 40 basis points [40][41] Question: Organic sales growth in North America Retail - The company is focused on stabilizing North America retail through investments in product superiority and marketing [46][48] Question: Gross margin outlook and inflation - Inflation is expected to remain at 5% to 7%, with a 100 basis point impact from tariffs anticipated [50][51] Question: Pace of innovation - Innovation as a percentage of sales increased from 1.6% in 2022 to 3% by the end of last year, with plans for further growth [65][66]

Financial Data and Key Metrics Changes - The second quarter results met expectations with an improvement in year-over-year top line performance [4] - A noncash impairment charge of $9.3 billion was recorded due to a sustained decline in stock price, affecting the carrying value of intangible assets [16][17] Business Line Data and Key Metrics Changes - In emerging markets, the top line grew approximately 8% driven by both price and volume, with the highest operating income margin ever achieved [28] - North America retail showed a decline of 2.7% in the latest four weeks, excluding cold cuts and bacon, with year-to-date performance down 4% [29] - Significant investments are being made in product renovations and marketing, particularly in key brands like mac and cheese, lunchables, and mayo [32] Market Data and Key Metrics Changes - The company is experiencing challenges in North America retail, which is seen as a gating factor for overall growth [45] - Inflation is expected to be around 5% to 7% for the year, with pricing actions being taken to mitigate impacts [52] Company Strategy and Development Direction - The company is focused on unlocking long-term shareholder value through strategic evaluations and investments in product superiority and manufacturing capabilities [4][10] - Continued investment in marketing is planned, aiming for 4.8% of net sales by the end of 2025, the highest level in nearly a decade [22] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategy and ongoing investments, emphasizing a disciplined approach to financial management [10][11] - The company is optimistic about growth in emerging markets and is committed to driving improvements in North America retail through strategic investments [28][30] Other Important Information - The company is actively expanding its brand growth system, which is expected to impact about 40% of the business by the end of the year [48] - The company is also focusing on innovation, with a goal to increase the percentage of sales from new products from 3% to a higher level [66][67] Q&A Session Summary Question: Discussion on strategic transactions and potential business separation - Management is evaluating strategic options to unlock long-term value while maintaining financial discipline [10][11] Question: Details on the sizable impairment recorded - A $9.3 billion noncash impairment charge was due to a sustained decline in stock price affecting intangible assets [16][17] Question: Pricing and promotion levels - The company is investing in pricing and marketing, with a 100 basis point increase in pricing year-over-year and an additional 30 basis points in marketing [22][24] Question: Sales trends in emerging markets - Emerging markets saw an 8% top line growth, with confidence in achieving double-digit growth rates [36][38] Question: Impact of inflation and promotions on quarterly performance - The impact of inflation and promotions pushed from Q2 to Q3 is estimated to be around 30 to 40 basis points [40][41] Question: Organic sales growth in North America Retail - The company is focused on stabilizing and improving North America retail performance through strategic investments [45][48] Question: Gross margin outlook and inflation - Inflation is expected to remain high, with a significant impact from tariffs anticipated [52][53] Question: Confidence in investment plans amid volume declines - The company maintains a disciplined approach to investments and is expanding its brand growth system to drive improvements [59][60] Question: Pace of innovation and future goals - Innovation as a percentage of sales has increased from 1.6% to 3%, with plans to continue driving this upward [66][67]

Financial Data and Key Metrics Changes - The second quarter results met expectations with an improvement in year-over-year top line performance [4] - A noncash impairment charge of $9.3 billion was recorded due to a sustained decline in stock price, affecting the carrying value of intangible assets [15][16] Business Line Data and Key Metrics Changes - In emerging markets, the top line grew approximately 8% driven by both price and volume, with the highest operating income margin ever achieved [26] - North America retail showed a decline of 2.7% in the latest four weeks, excluding cold cuts and bacon, with year-to-date performance down 4% [27] - Significant investments are being made in product renovations and marketing, particularly in key brands like mac and cheese, lunchables, and mayo [30] Market Data and Key Metrics Changes - The company is experiencing a negative pricing trend in North America when excluding cost inflation, which is expected to be around 5% to 7% for the year [21][24] - The company is focusing on maintaining consumer-centric pricing strategies while investing in marketing to reach 4.8% of net sales by the end of 2025 [21][24] Company Strategy and Development Direction - The company is actively evaluating strategic options to unlock long-term shareholder value, maintaining financial discipline in any potential actions [9][10] - Continued investment in product superiority, manufacturing capabilities, and marketing is emphasized as a key strategy for growth [4][26] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategy and ongoing investments, indicating that the company is not done with its growth initiatives [29] - The focus remains on driving improvements in North America retail through brand growth systems and product renovations [46][49] Other Important Information - The company is expanding its distribution and innovation efforts in the away-from-home segment, particularly in emerging markets [26][37] - The company anticipates some relief from commodity inflation in Q4, with ongoing high inflation in certain areas like heat and coffee [52] Q&A Session Summary Question: Discussion on strategic transactions and potential business separation - Management confirmed that the board is working urgently on evaluating strategic options to unlock long-term value, emphasizing financial discipline [9][10] Question: Details on the sizable impairment recorded - A noncash impairment charge of $9.3 billion was due to a sustained decline in stock price, which had been monitored for some time [15][16] Question: Pricing and promotion levels - The company is investing in pricing and marketing, with a 100 basis point increase in pricing year-over-year and an additional 30 basis points in marketing [21][24] Question: Sales trends in emerging markets - Emerging markets saw an 8% top line growth, with confidence in achieving double-digit growth rates by year-end [36][37] Question: Gross margin outlook and inflation impact - Inflation is expected to remain at 5% to 7%, with a 100 basis point impact from tariffs anticipated for the year [52][53] Question: Innovation pace and future plans - Innovation as a percentage of sales increased from 1.6% in 2022 to about 3% by the end of last year, with plans to continue driving innovation [67][69]

Financial Data and Key Metrics Changes - The second quarter results met expectations with an improvement in year-over-year top line performance [4] - A noncash impairment charge of $9.3 billion was recorded due to a sustained decline in stock price, affecting the carrying value of intangible assets [15][16] Business Line Data and Key Metrics Changes - In emerging markets, top line growth was approximately 8% driven by both price and volume, with the highest operating income margin ever achieved [26] - North America retail showed a decline of 2.7% in the latest four weeks, excluding cold cuts and bacon, with year-to-date performance down 4% [27] - Significant investments in product renovations and marketing are expected to yield a 20% market increase year-over-year in the second half [30] Market Data and Key Metrics Changes - The company is experiencing challenges in North America retail, which is seen as a gating factor for overall growth [44] - Inflation is expected to be around 5% to 7% for the year, with pricing actions taken to mitigate impacts [24][52] Company Strategy and Development Direction - The company is focused on unlocking long-term shareholder value through strategic evaluations and potential transactions [9][10] - Investments are being made in product superiority, manufacturing capabilities, and marketing, with a goal to increase marketing spend to 4.8% of net sales by the end of 2025 [21][24] - The brand growth system is being expanded to more brands, with a focus on product renovation and innovation [60][69] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategy and ongoing investments, despite current challenges in certain business segments [29][37] - The company is committed to maintaining financial discipline while exploring strategic options [9][10] Other Important Information - The company is actively monitoring inflationary pressures and adjusting pricing strategies accordingly [24][52] - There is a strong emphasis on innovation, with a goal to increase the percentage of sales from innovative products [67][69] Q&A Session Summary Question: Discussion on strategic transactions and potential business separation - Management confirmed that the board is evaluating strategic options to unlock long-term value while maintaining financial discipline [9][10] Question: Details on the sizable impairment charge - The impairment charge was due to a sustained decline in stock price affecting intangible assets, which had been monitored for some time [15][16] Question: Pricing and promotion strategies - The company is investing in pricing and marketing, with a year-over-year pricing increase of about 100 basis points and additional marketing investments [21][24] Question: Sales trends in emerging markets - Emerging markets showed an 8% growth in top line, with confidence in achieving double-digit growth by year-end [36][37] Question: Gross margin outlook and inflation impact - Inflation is expected to remain a challenge, with actions in place to mitigate its effects, including pricing adjustments [52][53] Question: Innovation pace and future plans - The company aims to increase innovation as a percentage of sales, with a focus on core product renovations and new market entries [67][69]

Investment Rating - The Kraft Heinz Co is rated as Underweight with a price target of $28.00, while the stock closed at $27.90 on May 20, 2025 [2]. Core Insights - The Kraft Heinz Co's Board of Directors and Executive Leadership Team are evaluating potential strategic transactions to unlock shareholder value, which may indicate a sense of urgency due to the stock's underperformance and current valuation [4][5]. - The company has a history of discussing strategic options, including potential divestitures and M&A, with a focus on maintaining fair valuations [4]. - The resignation of two Berkshire Hathaway board members may raise investor concerns about Berkshire's long-term intentions, potentially impacting Kraft Heinz's stock [5]. Summary by Sections Company Overview - The Kraft Heinz Co has a market capitalization of approximately $33.131 billion and has experienced a year-to-date stock decline of 9% compared to the S&P 500's 1% increase [2][4]. Strategic Transactions - The evaluation of strategic transactions is not new, but the formal announcement suggests urgency due to the stock's underperformance and a high dividend yield of 5.7% [4]. - Management has indicated a preference for divestitures over M&A, particularly in light of past discussions about the potential sale of the Oscar Mayer brand [4]. Board Changes - The departure of Berkshire Hathaway board members is not attributed to disagreements, but it may lead to market speculation regarding Berkshire's future involvement with Kraft Heinz [5]. - The timing of these board changes could influence investor sentiment about the company's direction under new leadership at Berkshire Hathaway [5]. Valuation Methodology - The price target of $28 reflects an average of 10.5x P/E and 9x EV/EBITDA based on below-consensus estimates for 2026, aligning with current near-term valuations [6].

As filed with the U.S. Securities and Exchange Commission on September 29, 2023 Registration No. 333-274331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WiSA Technologies, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3674 30-1135279 (I.R.S. Employer Identif ...