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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-17 · 537 added, 625 removed, 1465 unchanged (44% of the section changed)

5 unchanged sentences

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.

Based on the evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness in our internal control over financial reporting related to Benchmark described below.

Based on the evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) under the Exchange Act.

I nternal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

2 unchanged sentences

Our management, with the participation of our principal executive officer and our principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Material Weakness Related to Benchmark

Based on the assessment, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2024, as a result of certain deficiencies in information technology (“IT”) general controls (“ITGCs”) for IT systems and applications utilized by Benchmark that are relevant to the preparation of the consolidated financial statements, including appropriate segregation of duties, appropriate restriction of user access and periodic reviews, and program change management controls.

These IT deficiencies also resulted in related manual IT-dependent and automated application controls being ineffective.

These deficiencies, in the aggregate, constitute a material weakness.

Because the material weakness relates to Benchmark, its impact is limited to our Energy Operations and does not impact our other operations.

There were no identified material misstatements to our current year financial statements, no restatements of prior period financial statements and no changes in previously released financial results required as a result of these control deficiencies.

In addition, notwithstanding the identified material weakness, management, including our principal executive officer and our principal financial officer, believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent, in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Generally Accepted Accounting Principles.

Management has excluded Deflecto from its assessment of the internal control over financial reporting as of December 31, 2024, because it was acquired in a business combination during 2024.

Deflecto is a wholly-owned subsidiary whose total assets and total revenues represent appr oximately 18% and 19%, respectively, of our total conso lidated assets and revenues as of and for the year ended December 31, 2024.

Our independent registered public accounting firm, Grant Thornton LLP, who audited the 2024 consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting included in this Annual Report on Form 10-K, has expressed an adverse opinion on the Company’s internal control over financial reporting as of December 31, 2024.

Plan for Remediation of Material Weakness

Management is developing a remediation plan to address the material weakness and to improve the design and operating effectiveness of the ITGCs at Benchmark.

The remediation plan includes, among other things:

• Reassessing the design and operating effectiveness of internal controls related to change management and user access;

• Expanding the management and governance over IT system controls.

We are in the process of developing the remediation activities as of the date of this report and believe that upon completion, we will have strengthened the ITGCs at Benchmark to address and successfully remediate the identified material weakness.

However, control weaknesses are not considered remediated until new internal controls have been operational for a period of time, are tested, and management concludes that these controls are operating effectively.

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2025, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Our independent registered public accounting firm, Grant Thornton LLP, has issued an audit report with respect to our internal control over financial reporting, which appears below.

Remediation of Previously Reported Material Weakness Related to Benchmark

As of December 31, 2025, we have remediated the previously disclosed material weakness as of December 31, 2024 related to certain deficiencies in information technology (“IT”) general controls (“ITGCs”) for IT systems and applications utilized by Benchmark that are relevant to the preparation of the consolidated financial statements.

Pursuant to our remediation plan, and with the oversight of the Audit Committee, we implemented changes to improve the design and operating effectiveness of the ITGCs at Benchmark.

These actions included, among other things, reassessing the design and operating effectiveness of internal controls related to change management and user access, and expanding the management and governance over IT system controls.

These remediation actions have been in operation for a sufficient period of time and management has performed adequate testing to conclude that the controls are operating effectively and the material weakness has been remediated as of December 31, 2025.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the remediation efforts described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the internal control over financial reporting of Acacia Research Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

The Company identified certain deficiencies in information technology (“IT”) general controls for IT systems and applications utilized by Benchmark that are relevant to the preparation of the consolidated financial statements, including appropriate segregation of duties, appropriate restriction of user access and periodic reviews, and program change management controls.

These IT deficiencies also resulted in related manual IT-dependent and automated application controls being ineffective.

These deficiencies, in the aggregate, constitute a material weakness.

The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 17, 2025 which expressed an unqualified opinion on those financial statements.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated March 12, 2026, expressed an unqualified opinion on those financial statements.

Basis for opinion

7 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Deflecto Acquisition, Inc., a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 18 and 19 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As indicated in Management’s Report, Deflecto Acquisition, Inc.

was acquired during 2024.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Deflecto Acquisition, Inc.

Definition and limitations of internal control over financial reporting

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During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Acacia Research Group adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Amendment to Deflecto Credit Agreement

The information set forth below is included for the purpose of providing disclosure under “Item 1.01 — Entry into a Material Definitive Agreement” of Form 8-K.

On March 11, 2026, we entered into an amendment to the Deflecto Credit Agreement (the “Deflecto Credit Agreement Amendment”), pursuant to which, among other things, (i) we decreased the Deflecto Revolving Credit Facility from $20 million to $10 million, (ii) set a fixed applicable margin of 3.50% for “Adjusted Term SOFR Rate” borrowings through the reporting date of the March 31, 2027 financial statements required to be delivered under the Deflecto Credit Agreement, and (iii) obtained more favorable total net leverage ratio and fixed charge coverage ratio covenants in the near term.

The foregoing description of the Deflecto Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Deflecto Credit Agreement Amendment, which is filed as Exhibit 10.22 to this Annual Report and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

19 unchanged sentences

Consolidated Balance Sheets as of December 31, 202 5 and 2024

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 202 5 and 20 24

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 202 5 and 20 24

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 and 2024

2 unchanged sentences

(2) Financial Statement Schedules.

Financial statement schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or the Notes thereto.

All other schedules not listed above have been omitted as not applicable or because the required information is included in the consolidated financial statements or in the notes thereto.

(3) Exhibits.

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and the Sellers’ Representative named therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 21, 2024)

3.1 Third Amended and Restated Certificate of Incorporation of Acacia Research Corporation (incorporated by reference to the Current Report on Form 8-K filed on May 20, 2022)

3.1 Fourth Amended and Restated Certificate of Incorporation of Acacia Research Corporation (incorporated by reference to the Exhibit 3.1 to the Company ’ s Quarterly Report on Form 10-Q filed on August 7, 2025 )

3.2 Fifth Amended and Restated Bylaws of Acacia Research Corporation (incorporated by reference to Exhibit 3.1 to Amendment No.1 to the Company’s Current Report on Form 8-K filed on August 2, 2023)

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(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 14, 2024)

10.13* Employment Agreement, effective May 3, 2023, among Acacia Research Corporation and Robert Rasamny ( incorporate d by reference to Exhibit 10.17 to the Company ’ s Annual Report on Form 10-K fo r the year ended December 31, 2023, filed on March 14, 2024 )

10.13* Employment Agreement, effective May 3, 2023, among Acacia Research Corporation and Robert Rasamny (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024)

10.14* 2024 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on April 19, 2024)

2 unchanged sentences

Loan Agreement dated as of April 17, 2024, by and among BE Anadarko, as Borrower, Frost Bank, as Administrative Agent and LC Issuer, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 17, 2024)

10.22 Services Agreement dated December 12, 2023 by and between Starboard Value LP and Acacia Research Corporation ( incorporated by reference to Exhibit 10.21 to the Company ’ s Annual Report on Form 10-K for the year ended Decembe r 31, 2023, filed on March 14, 2024 )

Second Amendment to Loan Agreement dated as of November 3, 2025, by and among BE Anadarko II, LLC, as Borrower, Fro st Bank, as Administ rative Agen t and LC Issuer, West Texas National Bank, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10- Q for the period ended September 3 0 , 202 5, filed on November 6 , 202 5 )

10.19 Services Agreement dated December 12, 2023 by and between Starboard Value LP and Acacia Research Corporation (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024)

Amended and Restated Credit Agreement dated October 18, 204, among Deflecto, LLC, as Borrower, the other Loan Parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report 8-K filed on October 21, 2024)

19.1# Acacia Research Corporation Insider Trading Policy

10.21* Employment Agreement, effective June 24, 2025, by and between Acacia Research Corporation and Michael Zambito (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2025)

Second Amendment, dated as of March 11, 2026, to Amended and Restated Credit Agreement dated October 18, 2024, among Deflecto, LLC, as Borrower, the other Loan Parties thereto, the Lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent

19.1 Acacia Research Corporation Insider Trading Polic y (incorporated by reference to Exhibit 19.1 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 17, 2025)

List of Subsidiaries

1 unchanged sentence

23.2# Consent of Cawley, Gillespie & Associates, Inc .

as of December 31, 2025

24.1 Power of Attorney (included in the signature page hereto).

3 unchanged sentences

Certification of Principal Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

97.1 Acacia Research Corporation Compensation Recovery Policy (inc orporated by reference to Exhibit 97.1 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024)

99.1# Report of Cawley, Gillespie & Associates, Inc.

as of December 31, 2024

97.1 Acacia Research Corporation Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024)

99.1# Report of Cawley, Gillespie & Associates, Inc.

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We, the undersigned directors and officers of Acacia Research Corporation, do hereby constitute and appoint Martin D.

and Kirsten Hoover, and each of them, as our true and lawful attorneys-in-fact and agents with power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments hereto;

and Michael Zambito, and each of them, as our true and lawful attorneys-in-fact and agents with power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments hereto;

and we do hereby ratify and confirm all that said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

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(Principal Executive Officer)

/s/ Kirsten Hoover Interim Chief Financial Officer March 17, 2025

Kirsten Hoover (Principal Financial and Accounting Officer)

/s/ Michael Zambito Chief Financial Officer March 12, 2026

Michael Zambito (Principal Financial and Accounting Officer)

/s/ Gavin Molinelli Director March 12, 2026

13 unchanged sentences

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Acacia Research Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), Series A redeemable convertible preferred stock and stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Acacia Research Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 17, 2025 expressed an adverse opinion.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 12, 2026, expressed an unqualified opinion.

Basis for opinion

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The estimation of proved reserves used in the calculation of depletion, depreciation and amortization (“DD&A”) expense under the successful efforts method of accounting

The estimation of proved reserves of oil and natural gas properties used in the calculation of depletion, depreciation and amortization (“DD&A”) expense under the successful efforts method of accounting

As described further in Note 2 to the consolidated financial statements, the Company accounts for its oil and gas properties using the successful efforts method of accounting, which requires management to make estimates of proved reserve volumes and future net revenues to record DD&A expense.

5 unchanged sentences

Our audit procedures related to the estimation of proved reserves included the following, among others.

• We evaluated the level of knowledge, skill and ability of the Company’s reservoir engineering specialists and independent petroleum engineering specialists, made inquiries of those specialists regarding the process followed and judgments made to estimate the Company’s proved reserve volumes, and read the reserve report prepared by the Company’s specialists.

• We tested the design and operating effectiveness of key controls related to management’s estimation of proved oil and natural gas reserves for the purpose of estimating depletion, depreciation and amortization expense.

• We evaluated the level of knowledge, skill and ability of the Company’s reservoir engineering specialists, made inquiries of those specialists regarding the process followed and judgments made to estimate the Company’s proved reserve volumes, and read the reserve report prepared by the Company’s specialists.

• Identified inputs and assumptions that were significant to the period end determination of proved reserve volumes and tested management’s process for determining the significant inputs and assumptions, as follows:

• We compared the estimated pricing differentials used in the reserve report to realized prices related to revenue transactions recorded in the current year and examined contractual support for the pricing differentials;

• We tested models used to estimate the future operating costs in the reserve report and compared amounts to historical operating costs;

• We vouched, on a sample basis, the working and net revenue interests used in the reserve report to land and division order records;

• We applied analytical procedures to production forecasts in the reserve report by comparing to historical actual results and to the prior year reserve report.

• Compared the estimated pricing differentials used in the reserve report to realized prices related to revenue transactions recorded in the current year;

• Tested models used to estimate the future operating costs in the reserve report and compared amounts to historical operating costs;

• Evaluated the method used to determine the estimated future development costs used in the reserve report and compared management’s estimates to amounts expended for recently drilled and completed wells;

• Tested, on a sample basis, the working and net revenue interests used in the reserve report to land and division order records;

• Evaluated evidence supporting the amount of proved undeveloped properties reflected in the reserve report by examining support for the Company’s ability to fund and intent to develop the proved undeveloped properties;

• Applied analytical procedures to production forecasts in the reserve report by comparing to historical actual results and to the prior year reserve report.

/s/ GRANT THORNTON LLP

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Equity method investments 30,934 30,934

Loans receivable 15,299 —

Accounts receivable, net 26,165 26,909

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Deferred revenue 945 1,319

Current portion of long-term debt — 2,400

Total current liabilities 49,041 49,639

2 unchanged sentences

Deferred income tax liabilities, net 2,152 2,609

Revolving credit facility 66,500 10,525

Term loan 47,488 —

Benchmark revolving credit facility 59,500 66,500

Deflecto facility 32,566 45,088

Other long-term liabilities 2,655 2,091

8 unchanged sentences

96,475,469 and 96,048,999 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Treasury stock, at cost, 20,542,064 and 16,183,703 shares as of December 31, 2024 and 2023, respectively

Treasury stock, at cost, 20,542,064 shares as of December 31, 2025 and 2024, respectively

( 118,542 ) ( 118,542 )

Accumulated other comprehensive income ( 1,180 ) —

Accumulated other comprehensive income (loss) 670 ( 1,180 )

Additional paid-in capital 915,330 910,237

22 unchanged sentences

Total costs and expenses 278,823 155,238

Operating (loss) income ( 32,926 ) 20,936

Other (expense) income:

Operating income (loss) 6,409 ( 32,926 )

Other income (expense):

Equity securities investments:

Change in fair value of equity securities 1,092 ( 31,412 )

Gain (loss) on sale of equity securities 28,861 ( 10,930 )

Earnings on equity investment in joint venture — 4,167

Net realized and unrealized (loss) gain ( 2,551 ) 24,660

(Loss) gain on sale of equity securities ( 25 ) 28,861

Net realized and unrealized gain (loss) 1,067 ( 2,551 )

Non-recurring legacy legal expense — ( 14,857 )

Change in fair value of the Series B warrants and embedded derivatives — 8,241

Service provider settlement, net 15,750 —

Gain on derivatives - energy operations 7,449 2,016

(Loss) gain on foreign currency exchange ( 370 ) 53

Gain (loss) on foreign currency exchange 414 ( 370 )

Interest expense ( 8,989 ) ( 6,464 )

Interest income and other, net 16,980 14,422

Total other (expense) income ( 5,221 ) 46,490

(Loss) income before income taxes ( 38,147 ) 67,426

Income tax benefit 3,449 1,504

Net (loss) income including noncontrolling interests in subsidiaries ( 34,698 ) 68,930

Interest income 11,260 17,682

Other expense, net ( 2,049 ) ( 677 )

Total other income (expense) 24,902 ( 5,221 )

Income (loss) before income taxes 31,311 ( 38,147 )

Income tax (expense) benefit ( 6,841 ) 3,449

Net income (loss) including noncontrolling interests in subsidiaries 24,470 ( 34,698 )

Net income attributable to noncontrolling interests in subsidiaries ( 2,788 ) ( 1,359 )

Net (loss) income attributable to Acacia Research Corporation $ ( 36,057 ) $ 67,060

(Loss) income per share:

Net (loss) income attributable to common stockholders - Basic $ ( 36,057 ) $ 55,140

Net income (loss) attributable to Acacia Research Corporation $ 21,682 $ ( 36,057 )

Income (loss) per share:

Net income (loss) attributable to common stockholders - Basic $ 21,682 $ ( 36,057 )

Weighted average number of shares outstanding - Basic 96,293,764 99,213,835

Basic net (loss) income per common share $ ( 0.36 ) $ 0.73

Net (loss) income attributable to common stockholders - Diluted $ ( 36,057 ) $ 53,208

Basic net income (loss) per common share $ 0.23 $ ( 0.36 )

Net income (loss) attributable to common stockholders - Diluted $ 21,682 $ ( 36,057 )

Weighted average number of shares outstanding - Diluted 97,158,219 99,213,835

Diluted net (loss) income per common share $ ( 0.36 ) $ 0.58

Other comprehensive (loss) income:

Diluted net income (loss) per common share $ 0.22 $ ( 0.36 )

Other comprehensive income (loss):

Foreign currency translation $ 1,850 $ ( 1,180 )

Total other comprehensive loss, net ( 1,180 ) —

Total comprehensive (loss) income ( 35,878 ) 68,930

Total other comprehensive income (loss), net 1,850 ( 1,180 )

Total comprehensive income (loss) 26,320 ( 35,878 )

Comprehensive income attributable to noncontrolling interests ( 2,788 ) ( 1,359 )

Comprehensive (loss) income attributable to Acacia Research Corporation $ ( 37,237 ) $ 67,060

Comprehensive income (loss) attributable to Acacia Research Corporation $ 23,532 $ ( 37,237 )

The accompanying notes are an integral part of these consolidated financial statements.

ACACIA RESEARCH CORPORATION

CONSOLIDATED STATEMENTS OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share data)

Year Ended December 31, 2025

Series A Redeemable Convertible Preferred Stock Common Stock Treasury Stock Additional

Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Noncontrolling

Common Stock Treasury Stock Additional

Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling

Operating Subsidiaries Total

Stockholders' Equity

Shares Amount Shares Amount

Shares Amount

Balance at December 31, 2024 96,048,999 $ 96 $ ( 118,542 ) $ 910,237 $ ( 275,786 ) $ ( 1,180 ) $ 37,794 $ 552,619

Net (loss) income including

Net income including

noncontrolling interests in

subsidiaries — — — — 21,682 — 2,788 24,470

Other comprehensive loss — — — — — — — ( 1,180 ) — ( 1,180 )

Contributions from noncontrolling

interests in subsidiaries — — — — — — — — 15,250 15,250

Change in ownership percentage in

subsidiary — — — — — 158 — — ( 158 ) —

Other comprehensive income — — — — — 1,850 — 1,850

Stock options exercised 8,333 — — 30 — — — 30

9 unchanged sentences

share-based awards — — — 5,738 — — — 5,738

Repurchase of common stock — — ( 4,358,361 ) ( 4 ) ( 20,284 ) — — — — ( 20,288 )

Balance at December 31, 2025 96,475,469 $ 96 $ ( 118,542 ) $ 915,330 $ ( 254,104 ) $ 670 $ 40,582 $ 584,032

Year Ended December 31, 2024

Series A Redeemable Convertible Preferred Stock Common Stock Treasury Stock Additional

Paid-in Capital Accumulated Deficit Noncontrolling

Common Stock Treasury Stock Additional

Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling

Operating Subsidiaries Total

Stockholders' Equity

Shares Amount Shares Amount

Shares Amount

Balance at December 31, 2023 99,895,473 $ 100 $ ( 98,258 ) $ 906,153 $ ( 239,729 ) $ — $ 21,343 $ 589,609

Net income including

Net (loss) income including

noncontrolling interests in

subsidiaries — — — — ( 36,057 ) — 1,359 ( 34,698 )

Distributions to noncontrolling

Other comprehensive loss — — — — — ( 1,180 ) — (1,180)

Contributions to noncontrolling

interests in subsidiaries — — — — — — 15,250 15,250

Accretion of Series A

Redeemable Convertible

Preferred Stock to redemption

value — 3,230 — — — ( 3,230 ) — — ( 3,230 )

Dividend on Series A Redeemable

Convertible Preferred Stock — — — — — ( 1,400 ) — — ( 1,400 )

Conversion of Series A

Redeemable Convertible

Preferred Stock to common stock ( 350,000 ) ( 23,154 ) 9,616,746 10 — 36,023 — — 36,033

Exercise of Series B warrants — — 31,506,849 32 — 129,462 — — 129,494

Change in ownership percentage in

subsidiary — — — 158 — — ( 158 ) —

Stock options exercised 61,667 — — 223 — — — 223

Issuance of common stock from the

Rights Offering — — 15,068,753 15 — 79,096 — — 79,111

Issuance of common stock for

8 unchanged sentences

share-based awards — — — 4,795 — — — 4,795

Acquisition of Benchmark — — — — — — — 9,821 9,821

Repurchase of common stock ( 4,358,361 ) ( 4 ) ( 20,284 ) — — — — ( 20,288 )

Balance at December 31, 2024 96,048,999 $ 96 $ ( 118,542 ) $ 910,237 $ ( 275,786 ) $ (1,180) $ 37,794 $ 552,619

5 unchanged sentences

Cash flows from operating activities:

Net (loss) income including noncontrolling interests in subsidiaries $ ( 34,698 ) $ 68,930

Adjustments to reconcile net (loss) income including noncontrolling interests in subsidiaries to net cash provided by (used in)

Net income (loss) including noncontrolling interests in subsidiaries $ 24,470 $ ( 34,698 )

Adjustments to reconcile net income (loss) including noncontrolling interests in subsidiaries to net cash provided by

operating activities:

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Accretion of asset retirement obligation 1,734 986

Change in fair value of Series A redeemable convertible preferred stock embedded derivatives — ( 3,954 )

Change in fair value of Series B warrants — ( 2,762 )

Gain on exercise of Series B warrants — ( 1,525 )

Loss on disposal of assets 169 —

Compensation expense for share-based awards 5,738 4,795

Loss (gain) on foreign currency exchange 370 ( 53 )

(Gain) loss on foreign currency exchange ( 414 ) 370

Change in fair value of equity securities ( 1,092 ) 31,412

(Gain) loss on sale of equity securities ( 28,861 ) 10,930

Earnings on equity investment in joint venture — ( 4,167 )

Unrealized loss (gain) on derivatives 610 ( 781 )

Deferred income taxes, net of acquired net deferred tax assets ( 6,051 ) ( 3,657 )

Changes in assets and liabilities:

Loss (gain) on sale of equity securities 25 ( 28,861 )

Unrealized (gain) loss on derivatives ( 3,718 ) 610

Deferred income taxes 4,839 ( 6,051 )

Changes in operating assets and liabilities:

Accounts receivable 664 69,225

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Deferred revenue 98 497

Net cash provided by (used in) operating activities 50,122 ( 22,506 )

Net cash provided by operating activities 75,242 50,122

Cash flows from investing activities:

Acquisition, net of cash acquired (Note 3) ( 87,678 ) ( 9,409 )

Cash reinvested — 9,965

Acquisition, net of cash acquired and working capital adjustments (Note 3) 1,230 ( 87,678 )

Patent acquisition — ( 14,000 )

Proceeds from sale of floor mat assets 2,988 —

Purchases of equity securities ( 24,705 ) ( 20,472 )

Sales of equity securities 31,357 57,854

Distributions received from equity investment in joint venture — 2,777

Net purchases of property and equipment and additions to oil and gas properties ( 148,667 ) ( 189 )

Net cash (used in) provided by investing activities ( 212,963 ) 16,178

Purchases of loans receivable ( 15,183 ) —

Purchases of property and equipment ( 2,520 ) —

Net additions to oil and gas properties ( 14,174 ) ( 148,667 )

Net cash used in investing activities ( 21,007 ) ( 212,963 )

Cash flows from financing activities:

Repurchase of common stock — ( 20,288 )

Paydown of Senior Secured Notes — ( 60,000 )

Contributions from noncontrolling interest — 15,250

Borrowings on the Revolving credit facility 86,010 —

Paydown of Revolving Credit Facility ( 30,035 ) ( 7,700 )

Borrowings on the Term Loan 47,488 —

Dividend on Series A Redeemable Convertible Preferred Stock — ( 1,400 )

Borrowings on the Benchmark revolving credit facility 5,000 86,010

Paydown of Benchmark revolving credit facility ( 12,000 ) ( 30,035 )

Borrowings on the Deflecto Facility — 47,488

Paydown of Deflecto Facility ( 15,088 ) —

Taxes paid related to net share settlement of share-based awards ( 675 ) ( 1,092 )

Proceeds from Rights Offering — 79,111

Proceeds from exercise of Series B warrants — 49,000

Proceeds from exercise of stock options 30 223

Net cash provided by financing activities 97,556 58,632

Net cash (used in) provided by financing activities ( 22,733 ) 97,556

Effect of exchange rates on cash and cash equivalents 1,337 ( 926 )

(Decrease) increase in cash and cash equivalents ( 66,211 ) 52,305

Cash and cash equivalents, beginning 340,091 287,786

Cash and cash equivalents, ending $ 273,880 $ 340,091

Increase (decrease) in cash and cash equivalents 32,839 ( 66,211 )

Cash and cash equivalents, beginning of period 273,880 340,091

Cash and cash equivalents, end of period $ 306,719 $ 273,880

Supplemental schedule of cash flow information:

Interest paid $ 8,303 $ 5,058

Income taxes paid 1,048 831

Income taxes paid, net 2,297 1,048

Noncash investing and financing activities:

Accrued patent costs — 4,000

Distribution to noncontrolling interests in subsidiaries — 1,390

Operating lease right-of-use assets obtained in exchange for lease liabilities 1,674 —

Derecognition of operating lease right-of-use assets upon lease termination ( 608 ) —

Derecognition of operating lease liabilities upon lease termination ( 632 ) —

Patent acquisition of prepaid option 15,000 —

The accompanying notes are an integral part of these consolidated financial statements

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We are focused on sourcing, execution, and improvement.

We find unique situations, bring a flexible and creative approach to transacting, and relationships and expertise to drive continual improvement in operating performance.

We approach transactions as business owners and operators rather than purely as financial investors and we believe it is our differentiator for creating long-term value for shareholders and partners.

We find unique situations and bring a flexible and creative approach to transacting, combining relationships and expertise to drive continual improvement in operating performance.

We approach transactions as business owners and operators, rather than purely as financial investors.

We believe this differentiates us in creating long-term value for shareholders and partners.

We define value through free cash flow generation, book value appreciation, and stock price growth.

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We regularly evaluate opportunities to acquire new businesses where our research, execution, and operating partners can drive attractive earnings and book value per share growth.

Our focus is companies with total enterprise value of $1 billion or less, however, we may pursue larger acquisitions under the right circumstances.

Our focus is companies with a total enterprise value of $1 billion or less;

however, we may pursue larger acquisitions under the right circumstances.

Broadly speaking, our potential acquisition targets are founder-owned or privately controlled businesses, entire public companies or carve-outs of specific segments, which show a path to consistent profitability, free cash flow generation and higher risk-adjusted return expectations.

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The Company, through its Patent Licensing, Enforcement and Technologies Business, invests in intellectual property and engages in the licensing and enforcement of patented technologies.

Through our Patent Licensing, Enforcement and Technologies Business, operated under our wholly owned subsidiary, Acacia Research Group, LLC, and its wholly-owned

subsidiaries (collectively, “ARG”), we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright.

Through our Patent Licensing, Enforcement and

Technologies Business, operated under our wholly owned subsidiary, Acacia Research Group, LLC, and its wholly-owned subsidiaries (collectively, “ARG”), we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright.

While we, from time to time, partner with inventors and patent owners, from small entities to large corporations, we assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program, and when applicable, share net licensing revenue with our patent partners as that program matures, on a pre-arranged and negotiated basis.

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If ARG’s operating subsidiaries are unable to maintain those relationships and identify and grow new relationships, then they may not be able to identify new technology-based opportunities for sustainable revenue and/or revenue growth.

During the years ended December 31, 2024 and 2023, ARG did not obtain control of any new patent portfolios.

During the years ended December 31, 2025 and 2024, ARG obtained control of one and zero new patent portfolios, respectively.

Industrial Operations

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Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances.

We support existing management in its initiative to reduce costs and operate more efficiently and in its execution of strategic partnerships to generate growth.

Energy Operations Acquisition

We are supporting Printronix and existing management as it transitions its business mix from lower-margin printer sales to higher-margin consumable products including ink cartridges and specialty ribbons, along with its initiative to reduce costs and operate more efficiently to generate growth.

Energy Operations

On November 13, 2023, we invested $ 10.0 million to acquire a 50.4 % equity interest in Benchmark Energy II, LLC (“Benchmark”).

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Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring.

Prior to the Transaction (as defined below), Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated.

Prior to the Revolution Transaction (as defined below), Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated.

Benchmark seeks to acquire predictable and shallow decline, cash-flowing oil and gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage.

Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and gas assets at attractive valuations.

The Company’s consolidated financial statements include Benchmark’s consolidated operations from November 13, 2023 through December 31, 2024.

On April 17, 2024, Benchmark consummated the transaction contemplated in the Purchase and Sale Agreement (the “Revolution Purchase Agreement”), dated February 16, 2024, by and among Benchmark and Revolution Resources II, LLC, Revolution II NPI Holding Company, LLC, Jones Energy, LLC, Nosley Assets, LLC, Nosley Acquisition, LLC, and Nosley Midstream, LLC (collectively, “Revolution”).

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The Company’s contribution to Benchmark to fund its portion of the Revolution Purchase Price and related fees was $ 59.9 million, which was funded from cash on hand.

The remainder of the Revolution Purchase Price was funded by a combination of borrowings under the Benchmark Revolving Credit Facility (as defined below) and a cash contribution of $ 15.25 million from other investors in Benchmark, including McArron Partners.

Benchmark, including McArron Partners.

Following closing, the Company’s interest in Benchmark is approximately 73.5 %.

The Revolution Transaction has been accounted for as an asset acquisition in accordance with Accounting

Standards Codification (“ASC”) 805-50, “Business Combinations.” Refer to Notes 3 and 11 for additional information related to the Benchmark acquisition and the Benchmark Revolving Credit Facility, respectively.

Manufacturing Operations Acquisition

Refer to Notes 3 and 11 for additional information related to the Benchmark acquisition and the Benchmark Revolving Credit Facility, respectively.

Manufacturing Operations

On October 18, 2024, Deflecto Holdco LLC (“Deflecto Purchaser”), a wholly-owned subsidiary of Acacia, acquired Deflecto Acquisition, Inc.

(“Deflecto”), pursuant to that certain Stock Purchase Agreement (the “Deflecto Stock Purchase Agreement”) entered into on the same day with Deflecto Holdings, LLC and Evriholder Finance LLC (collectively, the “Deflecto Sellers”), Deflecto and the Sellers’ Representative named therein.

Pursuant to the Deflecto Stock Purchase Agreement, Deflecto Purchaser purchased all of the issued and outstanding equity interests of Deflecto, upon the terms and subject to the conditions of the Deflecto Stock Purchase Agreement (such purchase and sale, together with the other transactions contemplated by the Deflecto Stock Purchase Agreement, the “Deflecto Transaction”).

(“Deflecto”) pursuant to the Deflecto Stock Purchase Agreement (defined and described below).

Headquartered in Indianapolis, Indiana, Deflecto is a leading specialty manufacturer of essential products serving the commercial transportation, HVAC and office markets.

The Deflecto Transaction closed simultaneously with the execution of the Deflecto Stock Purchase Agreement on October 18, 2024.

Under the terms and conditions of the Deflecto Stock Purchase Agreement, the aggregate consideration paid to the Deflecto Sellers in the Deflecto Transaction consisted of $ 103.7 million, subject to certain working capital, debt and other customary adjustments set forth in the Stock Purchase Agreement (the “Deflecto Purchase Price”).

The Deflecto Purchase Price was funded with a combination of borrowings of a $ 48.0 million secured term loan (the “Deflecto Term Loan”) and cash on hand.

A portion of the Deflecto Purchase Price is being held in escrow to indemnify Deflecto Purchaser against certain claims, losses and liabilities.

The Company’s consolidated financial statements include Deflecto’s consolidated operations from October 18, 2024 through December 31, 2024.

Under Acacia’s ownership, Deflecto is a market leader across each of its segments and end markets, supplying essential, regulatory mandated products to a blue-chip customer base via long-term relationships with more than 1,500 leading retail, wholesale and OEM customers and distribution partners globally.

As of December 31, 2025, Deflecto’s products include emergency warning triangles and vehicle mud flaps used by the transportation industry, various airducts and air registers used by the HVAC market and literature and sign holders used by the office market.

Deflecto manufactures its products at nine manufacturing facilities across the United States, Canada, the United Kingdom and China.

Under the terms and conditions of the Deflecto Stock Purchase Agreement, the aggregate consideration paid to the Deflecto Sellers (as defined below) in connection with the transaction consisted of $ 103.7 million in cash, subject to certain working capital, debt and other customary adjustments set forth in the Deflecto Stock Purchase Agreement, which was funded with a combination of borrowings under a $ 48.0 million secured term loan (the “Deflecto Term Loan”) and cash on hand.

Refer to Notes 3 and 11 for additional information related to the Deflecto acquisition and the Deflecto Term Loan, respectively.

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Consolidated net income or (loss) is adjusted to include the net (income) or loss attributed to noncontrolling interests in the consolidated statements of operations and comprehensive income (loss).

Refer to the Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity for noncontrolling interests activity.

In 2020, in connection with the transaction with Link Fund Solutions Limited, which is more fully described in Note 4, the Company acquired equity securities of Malin J1 Limited (“MalinJ1”).

Refer to the consolidated statements of changes in stockholders’ equity for noncontrolling interests activity.

In 2020 the Company acquired equity securities of Malin J1 Limited (“MalinJ1”).

MalinJ1 is included in the Company’s consolidated financial statements because the Company, through its interest in the equity securities of MalinJ1, has the ability to control the operations and activities of MalinJ1.

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The Company holds a variable interest in Benchmark as the Company is obligated to absorb the loss and has the right to receive the benefit from Benchmark after the acquisition date and therefore, Benchmark is considered a variable interest entity (“VIE”).

We determined that we have the power to direct the activities that most significantly impact Benchmark’s

economic performance and we (i) are obligated to absorb the losses that could be significant to Benchmark or (ii) hold the right to receive benefits from Benchmark that could potentially be significant to it.

We determined that we have the power to direct the activities that most significantly impact Benchmark’s economic performance and we (i) are obligated to absorb the losses that could be significant to Benchmark or (ii) hold the right to receive benefits from Benchmark that could potentially be significant to it.

The assets of the consolidated VIE are not restricted to settling the obligations of the VIE and may be used for other purposes of the Company and its consolidated subsidiaries.

Segment Reporting

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Licensees legally obtain control of the IP Rights upon execution of the contract.

As such, the earnings process is complete and revenue is recognized upon the execution of the contract, when

collectability is probable and all other revenue recognition criteria have been met.

Revenue contracts generally provide for payment of contractual amounts within 15-90 days of execution of the contract, or the end of the quarter in which the sale or usage occurs for Recurring License Revenue Agreements.

As such, the earnings process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue recognition criteria have been met.

Revenue contracts generally provide for payment of contractual amounts within 15-90 days of execution of the contract, or the end of the quarter in which the sale

or usage occurs for Recurring License Revenue Agreements.

Contractual payments made by licensees are generally non-refundable.

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Printronix evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract has more than one performance obligation.

This evaluation requires judgement, and the decision to combine a group of contracts or separate the combined or single contract into multiple distinct performance obligations may impact the amount of revenue recorded in a reporting period.

Printronix deems performance obligations to be distinct if the customer can benefit from the product or service on its own or together

with readily available resources (i.e.

This evaluation requires judgment, and the decision to combine a group of contracts or separate the combined or single contract into multiple distinct performance obligations may impact the amount of revenue recorded in a reporting period.

Printronix deems performance obligations to be distinct if the customer can benefit from the product or service on its own or together with readily available resources (i.e.

capable of being distinct) and if the transfer of products or services is separately identifiable from other promises in the contract (i.e.

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As a practical expedient, incremental costs of obtaining a contract are expensed as incurred when the expected amortization period is one year or less.

There are no cost-to-obtain contracts recorded as assets as of December 31, 2025 and 2024.

Service revenue commissions are tied to the revenue recognized during the current year of the related sale.

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Printronix’s remaining performance obligations, following the transfer of products to customers, primarily relate to repair and support services.

The aggregated transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year included in deferred revenue was $ 627,000 and $ 567,000 as of December 31, 2024 and 2023, respectively.

The aggregated transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year included in deferred revenue was $ 1.1 million and $ 627,000 as of December 31,

2025 and 2024, respectively.

Printronix adopted the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

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Energy Operations

Benchmark recognizes revenues from sales of oil and natural gas products.

The contractual performance obligation is satisfied at the point in time of transfer of control of the product to the customer.

Benchmark recognizes revenues from sales of oil and natural gas products upon transfer of control of the product to the customer.

Benchmark’s contracts’ pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the oil and natural gas products and prevailing supply and demand conditions.

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Benchmark’s natural gas and natural gas liquids are sold to midstream customers at the lease location, inlet of the midstream entity’s gathering system, the tailgate of a natural gas processing plant, or other contractual delivery point.

Benchmark recognizes revenue when control transfers to the purchaser at the point of delivery and it is probable the Company will collect the consideration it is entitled to receive.

The midstream entity gathers, processes, and remits proceeds to Benchmark for the resulting sale of natural gas and natural gas liquids, and generally includes a reduction for contractual fees and for percent of proceeds.

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Benchmark’s revenue were comprised of the following for the periods presented:

Year Ended December 31, 2024 November 13, 2023 to December 31, 2023

(In thousands)

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All taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) are excluded from revenue.

Deflecto’s revenue from October 18, 2024 through December 31, 2024 were comprised of the following (in thousands):

Deflecto’s revenue were comprised of the following for the periods presented:

Year Ended December 31, 2025 October 18, 2024 to December 31, 2024

(In thousands)

Transportation safety $ 42,568 $ 7,977

Air distribution 37,586 7,782

Office Product 7,424

Office products 34,638 7,424

Total $ 114,792 $ 23,183

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Total $ 50,013 $ 24,551

Inventor Royalties and Contingent Legal Expenses

Inventor Royalties and Contingent Legal Fees

Inventor royalties are expensed in the consolidated statements of operations and comprehensive income (loss) in the period that the related revenues are recognized.

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Industrial Operations

Included in cost of revenues are inventory costs (refer to “Inventories” below), indirect labor, overhead and warranty costs.

Included in cost of revenues are inventory costs, which include material, indirect labor, overhead and warranty costs.

Printronix offers both assurance-type and service-type product warranties with varying terms depending on the product, region and customer contracts.

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Energy Operations

Cost of production includes production costs, including lease operating expenses, production taxes, gathering transportation, and marketing costs, are expensed as incurred.

Cost of production includes production costs, including lease operating expenses, production taxes, gathering transportation, and marketing costs, which are expensed as incurred.

Manufacturing Operations

Included in cost of revenues are inventory costs (refer to “Inventories” below), indirect labor and overhead costs.

Included in cost of revenues are inventory costs, which include material, indirect labor and overhead costs.

Shipping and handling fees charged to customers are included in net sales with the corresponding costs included in cost of revenues in the consolidated statements of operations and comprehensive income (loss).

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Intellectual Property Operations

One licensee individually accounted for 88 % of revenues recognized during the year ended December 31, 2025.

Three licensees individually accounted for 35 %, 17 % and 10 % of revenues recognized during the year ended December 31, 2024.

Two licensees individually accounted for 59 % to 26 % of revenues recognized during the year ended December 31, 2023.

Historically, ARG has not had material foreign operations.

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Refer to Note 22 for additional information regarding revenue from customers by geographic region.

Two licensees individually represented approximately 56 % and 44 % of accounts receivable at December 31, 2024.

Three licensees individually represented approximately 74 %, 15 % and 11 % of accounts receivable at December 31, 2025.

Two licensees individually represented approximately 56 % and 44 % of accounts receivable at December 31, 2024.

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Printronix has significant foreign operations, refer to Note 22 for additional information regarding net sales to customers by geographic region.

One Printronix customer individually accounted for 12 % of accounts receivable as of December 31, 2024, and two customers individually accounted for 19 % and 10 % of accounts receivable as of December 31, 2023.

One Printronix customer individually accounted for 12 % of accounts receivable as of December 31, 2025 and 2024.

Exposure to credit risk is limited by the large number of customers comprising the remainder of the Printronix customer base and by periodic customer credit evaluations performed by Printronix.

One single Printronix vendor individually accounted for 10 % and 12 % of purchases for the years ended December 31, 2024 and 2023, respectively.

Accounts payable to eight vendors represented 12 % to 22 % of accounts payable as of December 31, 2024, and six vendors represented 24 % to 12 % of accounts payable as of December 31, 2023.

One single Printronix vendor individually accounted for 10 % of purchases for the year ended December 31, 2025 and 2024, respectively.

Two Printronix vendors individually accounted for more than 10% of total accounts payable as of December 31, 2025, and eight vendors accounted for more than 10% of total accounts payable as of December 31, 2024.

Energy Operations

Four Benchmark customers accounted for more than 10% of total revenues recognized, ranging from 11 % to 29 % during the year ended December 31, 2025.

Two Benchmark customers individually accounted for 41 % and 25 % of revenues recognized during the year ended December 31, 2024.

Five Benchmark customers accounted for more than 10% of total revenues recognized, ranging from 11 % to 29 % during the period from November 13, 2023 through December 31, 2023.

Two Benchmark customers individually accounted for 40 % and 21 % of accounts receivable as of December 31, 2024, and two customers individually accounted for 27 % and 20 % of accounts receivable as of December 31, 2023.

Three Benchmark customers individually accounted for 42 %, 15 % and 11 % of accounts receivable as of December 31, 2025, and two customers individually accounted for 40 % and 21 % of accounts receivable as of December 31, 2024.

Benchmark does not have any foreign operations, refer to Note 22 for additional information regarding revenue from customers by geographic region.

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These commodity prices are subject to wide fluctuations and market uncertainties due to a variety of factors that are beyond Benchmark’s control.

These factors include the level of global and regional supply and demand for the petroleum products, the establishment of and compliance with production quotas by oil exporting countries, weather conditions, the price and availability of alternative fuels, and overall

economic conditions, both foreign and domestic.

Benchmark cannot predict future oil and natural gas prices with any degree of certainty.

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Manufacturing Operations

No single Deflecto customer accounted for more than 10% of revenue during the period from October 18, 2024 through December 31, 2024.

No single Deflecto customer accounted for more than 10% of revenue during the year ended December 31, 2025 and the period from October 18, 2024 through December 31, 2024.

Deflecto has significant foreign operations, refer to Note 22 for additional information regarding net sales to customers by geographic region.

No Deflecto customers individually accounted for more than 10% of accounts receivable as of December 31, 2024.

No Deflecto customers individually accounted for more than 10% of accounts receivable as of December 31, 2025 and 2024.

Exposure to credit risk is adequately covered by its allowance for expected credit losses estimated by Deflecto.

No Deflecto supplier individually accounted for more than 10% of purchases for the period from October 18, 2024 through December 31, 2024.

No vendors individually represented more than 10% of accounts payable as of December 31, 2024.

No Deflecto supplier individually accounted for more than 10% of purchases during the year ended December 31, 2025 and the period from October 18, 2024 through December 31, 2024.

No vendors individually represented more than 10% of accounts payable as of December 31, 2025 and 2024.

Cash and Cash Equivalents

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They are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

The fair values of the private company securities were estimated based on recent financing transactions and secondary market transactions

and factoring in any adjustments for illiquidity or preference of these securities.

The fair values of the private company securities were estimated based on recent financing transactions and secondary market transactions and factoring in any adjustments for illiquidity or preference of these securities.

Changes in fair value are reported in other income or (expense) in the consolidated statements of operations and comprehensive income (loss).

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A liquidation preference is substantive if the investment has a stated liquidation preference that is significant, from a fair value perspective, in relation to the purchase price of the investment.

A liquidation preference in an investee that has sufficient subordinated equity from a fair value perspective is substantive because, in the event of liquidation, the investment will not participate in substantially all of the investee’s losses, if any.

investee’s losses, if any.

The initial determination of whether an investment is substantially similar to common stock is made on the initial date of investment if the Company has the ability to exercise significant influence over the operating and financial policies of the investee.

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Accounts Receivable and Allowance for Credit Losses

The opening balances of accounts receivable from contracts with customers for the years ended December 31, 2025 and 2024 was $ 26.9 million and $ 80.6 million, respectively, which were net of allowances for estimated credit losses of $ 1.3 million and $ 56,000 , respectively.

Intellectual Property Operations

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The allowance is determined by evaluating individual customer receivables based on known troubled accounts, historical experience, and other currently available evidence.

As of December 31, 2024 and 2023, Benchmark’s allowance for credit losses was $ 225,000 and zero , respectively.

As of December 31, 2025 and 2024, Benchmark’s allowance for credit losses was $ 225,000 .

Manufacturing Operations

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past due receivables and the customer creditworthiness on the level of estimated credit losses in the existing receivables.

Deflecto’s allowance for expected credit losses and discounts was $ 669,000 and customer rebates was $ 4.2 million as of December 31, 2024, and are reported as a reduction of accounts receivable.

Deflecto’s allowance for expected credit losses and discounts was $ 683,000 and $ 669,000 as of December 31, 2025 and 2024, respectively.

Customer rebate reserves were $ 3.4 million and $ 4.2 million as of December 31, 2025 and 2024, respectively.

Deflecto’s allowance for expected credit losses and discounts and customer rebate reserves are reported as a reduction of accounts receivable.

Loans Receivable

In August 2025, the Company partnered with Unchained Capital, which provides financial services tailored for Bitcoin holders (“Unchained”), and Build Asset Management, an investment adviser focused on the Bitcoin space (“Build”), to purchase commercial whole loans collateralized by Bitcoin (the “Loans”).

The Loans were originated by an affiliate of Unchained and sold to a wholly owned subsidiary of Acacia.

Build is providing administrative and other services to Acacia in connection with Acacia’s purchase and holding of the Loans.

Interest income on the Loans is accrued and recognized as interest income at the contractual rate of interest.

Loans receivable are carried at amortized cost net of an allowance for credit losses.

The allowance is determined based on borrower creditworthiness, volatility, historical loss experience and forecasted conditions.

The Company monitors the credit quality of the Loans primarily based on collateral coverage, as all Loans are fully collateralized by Bitcoin and represent a single origination vintage.

The Company has the contractual right to liquidate the Bitcoin collateral upon a borrower default, subject to the terms of the underlying loan agreements.

As of December 31, 2025, all Loans were current.

Allowance for credit losses was immaterial as of December 31, 2025.

The outstanding balance of the loans receivable, including accrued interest, was $ 15.3 million as of December 31, 2025.

Industrial Operations

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Printronix evaluates and records a provision to reduce the carrying value of inventory for estimated excess and obsolete stocks based upon forecasted demand, planned obsolescence and market conditions.

Refer to Note 5 for additional information related to Printronix’s inventories.

Energy Operations

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Cost is determined using the first-in, first-out method and is valued at the lower of cost or net realizable value.

Refer to Note 5 for additional information related to Benchmark’s inventories.

Manufacturing Operations

2 unchanged sentences

Deflecto evaluates and records a provision to reduce the carrying value of inventory for estimated excess and obsolete stocks based upon forecasted demand, planned obsolescence and market conditions.

Refer to Note 5 for additional information related to Deflecto’s inventories.

Derivative Financial Instruments

The Company enters into IBIT (iShares Bitcoin Trust ETF) put option contracts to manage our exposure to changes in the market price of Bitcoin.

These derivative instruments are not designated as hedging instruments and are recognized on the consolidated balance sheets as derivative assets or derivative liabilities at fair value and included in prepaid expenses and other current assets.

Realized and unrealized changes in the fair value of the derivative instruments are included in other income or (expense) in the consolidated statements of operations and comprehensive income (loss) for the period as they occur.

Refer to Note 13 for additional information.

Benchmark records open derivative instruments at fair value as either commodity derivative assets or liabilities.

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Costs to drill exploratory wells are capitalized pending determination of whether the wells have found proved reserves.

If Benchmark determines that the wells do not find proved

reserves, the costs are charged to expense.

If Benchmark determines that the wells do not find proved reserves, the costs are charged to expense.

At December 31, 2025, as most of Benchmarks’ wells are producing, Benchmark had no capitalized exploratory costs that were pending determination of economic reserves.

1 unchanged sentence

On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depletion and depreciation are eliminated from the property accounts, and the resulting gain or loss is recognized.

On the sale of a partial unit of proved property, the amount received is treated as a reduction of the cost of the interest retained.

Capitalized costs of proved oil and natural gas properties are depleted based on the unit-of-production method over total estimated proved reserves, and capitalized drilling and development costs of producing oil and natural gas properties, including related equipment and facilities are depreciated based on the unit-of-production method over the estimated proved developed reserves.

sale of a partial unit of proved property, the amount received is treated as a reduction of the cost of the interest retained.

Capitalized costs of proved oil and natural gas leasehold costs are depleted based on the unit-of-production method over total estimated proved reserves, and capitalized drilling and development costs of producing oil and natural gas properties, including related equipment and facilities are depreciated based on the unit-of-production method over the estimated proved developed reserves.

Capitalized costs related to proved oil, natural gas properties, including wells and related equipment and facilities, are evaluated for impairment based on an analysis of undiscounted future net cash flows.

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Deflecto’s intangible assets consist of trade names and patents related to unique manufacturing technology and product design.

These definite-lived intangible assets, at the time of acquisition, are recorded at fair value and are stated net of accumulated amortization.

Deflecto currently amortizes the definite-lived intangible assets on a straight-line basis over their estimated useful lives from two months to 15 years.

These definite-lived intangible assets, at the time of acquisition, were recorded at fair value and are stated net of accumulated amortization.

Deflecto currently amortizes the definite-lived intangible assets on a straight-line basis over their estimated useful lives from 2 months to 15.0 years.

Refer to Note 8 for additional information.

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If estimated future costs of ARO change, an adjustment is recorded to both the ARO and the long-lived asset.

Revisions to estimated ARO can result from changes in cost estimates, revisions to estimated inflation rates and changes in the estimated timing of abandonment.

Revisions to estimated ARO can result from changes in cost estimates and changes in the estimated timing of abandonment.

Contingent Liabilities

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Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivables, current liabilities and revolving credit facility and term loan approximates their fair values due to their short-term maturities or the fact that the interest rate of the revolving credit facility is based upon current market rates.

The carrying value of cash and cash equivalents, accounts receivables, loans receivables, current liabilities, Benchmark Revolving Credit Facility and Deflecto Facility approximates their fair values due to their short-term maturities or the fact that the interest rate of the Benchmark Revolving Credit Facility and Deflecto Facility is based upon current market rates.

Refer to Note 13 for additional information.

Fair Value Measurements

GAAP defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available.

measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available.

Refer to Note 13 for additional information.

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Deflecto expenses advertising costs as incurred.

Advertising expense was approximately $ 159,000 during the period from October 18, 2024 through December 31, 2024.

Research and Development Costs

Deflecto research and development costs are charged to expense as incurred.

Research and development costs was approximately $ 37,000 during the period from October 18, 2024 through December 31, 2024.

Advertising expense was approximately $ 768,000 during the year ended December 31, 2025 and $ 159,000 during the period from October 18, 2024 through December 31, 2024.

Stock-Based Compensation

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Although Acacia historically has not had material foreign operations, Acacia is exposed to fluctuations in foreign currency exchange rates between the U.S.

dollar, and the British Pound and Euro currency exchange rates, primarily related to foreign cash accounts and certain equity security investments.

dollar, and the British Pound, Canadian Dollar, Chinese Yuan and Euro currency exchange rates, primarily related to foreign cash accounts.

All foreign currency exchange activity is recorded in the consolidated statements of operations and comprehensive income (loss).

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For periods in which the Company generates net income, the Company computes basic net income per share attributable to common stockholders using the two-class method required for capital structures that include participating securities.

Under the two-class method, securities that participate in non-forfeitable dividends, such as the Company’s outstanding unvested restricted stock and Series A Redeemable Convertible Preferred Stock, are considered participating securities and are allocated a portion of the Company’s earnings.

For periods in which the Company generates a net loss, net losses are not allocated to holders of the Company’s participating securities as the security holders are not contractually obligated to share in the Company’s losses.

Basic net income/loss per share of common stock is computed by dividing net income/loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period.

Diluted net income/loss per share of common stock is computed by dividing net income/loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury stock method or the as-converted method, or the two-class method for participating securities, whichever is more dilutive.

Potentially dilutive common stock equivalents consist of stock options, restricted stock units, unvested restricted stock, Series A Redeemable Convertible Preferred Stock and Series B Warrants.

Potentially dilutive common stock equivalents consist of stock options and restricted stock units.

Refer to Note 21 for additional information.

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Recently Adopted

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures”, which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis.

ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted the update for the annual period beginning on January 1, 2024.

The adoption of the update did not have a material impact on the Company’s financial position, results of operations or financial statement disclosures.

The Company implemented and provided expanded segment disclosures as required under the new guidance on the notes to the consolidated financial statements.

Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid.

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ASU 2023-09 also requires that entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions, subject to a five percent quantitative threshold.

ASU 2023-09 may be adopted on a prospective or

retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

the Company has not early adopted the new standard.

Management is currently evaluating the impact that the amendments in this update may have on the Company’s consolidated financial statements and related disclosures.

In November 2024, the FASB issued 2024-03, “Disaggregation of Income Statement Expenses” which requires entities to disclose additional information about specific expense categories in the notes to the financial statements.

ASU 2024-03 is effective annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

ASU 2024-03 may be applied retrospectively or prospectively to the financial statements.

Management is currently evaluating the impact of ASU 2024-03 on the consolidated financial statements and related disclosures.

The Company adopted the update for the annual period beginning on January 1, 2025 on a prospective basis.

The adoption of the update did not have a material impact on the Company’s financial position or results of operations.

The Company implemented and provided expanded income tax disclosures as required under the new guidance prospectively on the notes to the consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, “Compensation — Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards,” which clarifies how an entity determines whether the profits interest awards should be accounted for as share-based payment arrangements in accordance with Topic 718 or under other guidance.

The Company adopted the update for the annual period beginning on January 1, 2025.

The adoption of the update did not have a material impact on the Company’s consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements,” which removes references to various Concept Statements from the Accounting Standards Codification to simplify the guidance and clarify the distinction between authoritative and nonauthoritative literature.

The Company adopted the update for the annual period beginning on January 1, 2025.

The adoption of the update did not have a material impact on the Company’s consolidated financial statements.

Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” that requires disclosure of the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense line item on the income statement.

The standard also requires a qualitative description of other amounts included in each relevant expense line item on the income statement that are not separately disclosed.

In addition, entities are required to disclose the nature and amount of selling expenses.

The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Management is currently evaluating the impact that the amendments in this update may have on the Company's consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides a practical expedient to measure credit losses on accounts receivable and contract assets.

The standard is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

Management is currently evaluating the impact that the amendments in this update may have on the Company’s consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements,” which expands and clarifies hedge accounting related to derivative instruments and hedging activities.

The standard is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

Management is currently evaluating the impact that the amendments in this update may have on the Company’s consolidated financial statements.

In November 2025, the FASB issued ASU 2025-08, “Financial Instruments — Credit Losses (Topic 326):

Purchased Loans,” which clarifies the accounting for loans acquired in a business combination or asset acquisition and improves consistency in the application of the credit-loss guidance under ASC 326.

The standard is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

Management is currently evaluating the impact that the amendments in this update may have on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements,” which clarifies the scope and disclosure requirements for interim financial statements and notes.

The standard is effective for fiscal years beginning after December 15, 2027, with early adoption permitted, Management is currently evaluating the impact that the amendments in this update may have on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements,” which includes various amendments to the Accounting Standards Codification intended to clarify existing guidance and correct minor inconsistencies.

The standard is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

Management is currently evaluating the impact that the amendments in this update may have on the Company’s consolidated financial statements.

In November 2023, we invested $ 10.0 million to acquire a 50.4 % equity interest in Benchmark.

Headquartered in Austin, Texas, Benchmark is an independent oil and gas company engaged in the acquisition, production and development of oil and gas assets in mature resource plays in Texas and Oklahoma.

Acacia has made a control investment in Benchmark and intends to utilize its significant capital base to acquire predictable and shallow decline, cash-flowing oil and gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage.

Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and gas assets at attractive valuations.

As of December 31, 2024, management has finalized the valuations of all acquired assets and liabilities assumed in the acquisition and no measurement period adjustments were recorded during the year ended December 31, 2024.

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Following closing, the Company’s interest in Benchmark is approximately 73.5 %.

The Revolution Transaction is being accounted for as an asset acquisition under ASC 805, Business Combinations as substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable assets.

The accounting for asset acquisitions is accounted for by using a cost accumulation model, where the cost of the acquisition is allocated to the assets acquired on the basis of relative fair values.

On October 18, 2024, Deflecto Purchaser, a wholly-owned subsidiary of Acacia, acquired Deflecto pursuant to the Deflecto Stock Purchase Agreement.

Headquartered in Indianapolis, Indiana Deflecto operates domestically and internationally servicing a broad range of wholesale and retail markets within the highly-fragmented specialty plastics industry.

Deflecto primarily designs, manufactures and sells (i) “take-one” point of purchase brochure, folder and applications display holders, (ii) plastic injection-molded office supply and arts, crafts and education products, (iii) plastic and aluminum air venting and air control products, (iv) extruded vinyl chair mats, (v) safety reflectors for bicycles and (vi) mud flaps and splash guards for the heavy duty truck market.

Deflecto has subsidiaries located in the United States, Canada, United Kingdom, People’s Republic of China, Hong Kong and India to support its sales and services domestically and internationally.

The following unaudited pro forma summary presents consolidated information, as if the business combination had occurred on January 1, 2023:

(Unaudited, in thousands)

The Revolution Transaction was accounted for as an asset acquisition under ASC 805, Business Combinations as substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable assets.

Asset acquisitions are accounted for by using a cost accumulation model, where the cost of the acquisition is allocated to the assets acquired on the basis of relative fair values.

On October 18, 2024, Deflecto Purchaser, a wholly-owned subsidiary of Acacia, acquired Deflecto, pursuant to that certain Stock Purchase Agreement (the “Deflecto Stock Purchase Agreement”) entered into on the same day with Deflecto Holdings, LLC and Evriholder Finance LLC (collectively, the “Deflecto Sellers”), Deflecto and the Sellers’ Representative named therein.

The Deflecto Transaction closed simultaneously with the execution of the Deflecto Stock Purchase Agreement on October 18, 2024.

Under the terms and conditions of the Deflecto Stock Purchase Agreement, the aggregate consideration paid to the Deflecto Sellers in the Deflecto Transaction consisted of $ 103.7 million in cash, subject to certain working capital, debt and other customary adjustments set forth in the Deflecto Stock Purchase Agreement.

The Deflecto Purchase Price was funded with a combination of borrowings of the $ 48.0 million Deflecto Term Loan and cash on hand.

A portion of the Deflecto Purchase Price is being held in escrow to indemnify Deflecto Purchaser against certain claims, losses and liabilities.

The Deflecto Transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations.

The results of operations of Deflecto for the year ended December 31, 2025 have been included in the Company’s consolidated statements of operations and comprehensive income (loss).

The following unaudited pro forma summary presents consolidated information for the year ended December 31, 2024 as if the acquisition occurred at the beginning of the prior period (unaudited in thousands):

Revenues $ 246,644

Net (loss) income attributable to Acacia Research Corporation ( 24,540 ) 62,877

We had material, nonrecurring pro forma adjustments directly attributable to the business combination included in the above pro forma revenues and net income.

These adjustments included an increase of $ 10.2 million in property and equipment and an increase of $ 6.9 million in intangible assets related to the finalization of the valuation s.

In 2024, we incurred $ 3.4 million of acquisition-related costs.

These expenses are included in general and administrative expenses for the year ended December 31, 2024 and are reflected in pro forma net income for the year ended December 31, 2023, in the table above.

The following table summarizes the consideration transferred to acquire Deflecto and the recognized amounts of identifiable assets and acquired liabilities assumed at the acquisition date (in thousands):

Net loss attributable to Acacia Research Corporation (24,540)

Fair value of consideration transferred:

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Goodwill $ 16,799

Intangible Assets and Liabilities

As of December 31, 2024, management has preliminary assessed the valuations of all acquired assets and liabilities assumed in the acquisition.

The preliminary estimates are subject to adjustments during the measurement period, not to exceed one year from the date of acquisition.

The final purchase price allocation, which is expected to be completed in 2025, will be based on the final working capital adjustments and other analysis of fair values of acquired assets and liabilities.

During the year ended December 31, 2025, the goodwill arising from the acquisition was decreased by $ 3.8 million due to measurement period adjustments.

The measurement period adjustments were related to proceeds received from working capital adjustments of $ 1.2 million and increases in the preliminary valuations of the acquired assets and liabilities comprising:

$ 2.2 million in customer relationships, $ 500,000 in trade names and trademarks, $ 315,000 in deferred tax assets, and $ 416,000 in deferred tax liabilities.

As of December 31, 2025, the final purchase price allocation was finalized based on the final working capital adjustments and other analysis of fair values of acquired assets and liabilities.

Intangible Assets

Goodwill of $ 16.8 million represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed.

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The fair values of all intangibles were estimated using the income approach.

Specifically, the multi-period excess earnings method was applied in the valuation of the customer relationships, and the relief-from-royalty method was applied in the valuation of the trade names and trademarks.

Specifically, the multi-period excess earnings method was applied in the valuation of the customer relationships, and the relief-from-royalty method was applied in the

valuation of the trade names and trademarks.

These fair value measurements are based on significant inputs unobservable in the market and, therefore, represent a Level 3 measurement as defined in ASC 820.

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Equity securities - other common stock $ 18,227 $ 71 $ ( 747 ) $ 17,551

Total $ 24,898 $ 118 $ ( 1,881 ) $ 23,135

December 31, 2024:

Equity securities - Life Sciences Portfolio $ 28,498 $ 28,600 $ ( 20 ) $ 57,078

Equity securities - other common stock $ 24,898 $ 118 $ ( 1,881 ) $ 23,135

Total $ 33,423 $ 29,680 $ ( 35 ) $ 63,068

Equity Securities Portfolio Investment

On April 3, 2020, the Company entered into an Option Agreement with LF Equity Income Fund, which included general terms through which the Company was provided the option to purchase a portfolio of investments in 18 public and private life sciences companies (the “Life Sciences Portfolio”) for an aggregate purchase price of £ 223.9 million, approximately $ 277.5 million at the exchange rate on April 3, 2020.

For accounting purposes, the total purchase price of the Life Sciences Portfolio was allocated to the individual equity securities based on their individual fair values as of April 3, 2020, in order to establish an appropriate cost basis for each of the acquired securities.

The fair values of the public company securities were based on their quoted market price.

The fair values of the private company securities were estimated based on recent financing transactions and secondary market transactions and factoring in a discount for the illiquidity of these securities.

Included in our consolidated balance sheets as of December 31, 2024 and 2023, the total fair value of the remaining Life Sciences Portfolio investment was $ 25.7 million and $ 82.8 million, respectively.

As part of the Company’s acquisition of equity securities in the Life Sciences Portfolio, the Company acquired an equity interest in Arix Bioscience PLC (“Arix”), a public company listed on the London Stock Exchange.

On November 1, 2023,

the Company, through a wholly owned subsidiary, entered into an agreement (the “Arix Shares Purchase Agreement”) with RTW Biotech Opportunities Ltd.

On November 1, 2023, the Company, through a wholly owned subsidiary, entered into an agreement (the “Arix Shares Purchase Agreement”) with RTW Biotech Opportunities Ltd.

(“RTW Bio”) to sell its shares of Arix to RTW Bio for a purchase price of $ 57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP).

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Following the completion of the share sale, the Company no longer owns any shares of Arix.

The total fair value of the remaining Life Sciences Portfolio investment of $ 25.7 million was included in our consolidated balance sheets as of December 31, 2025 and 2024.

The following unrealized and realized gains or losses from our investment in the Life Sciences Portfolio are recorded in the change in fair value of equity securities and gain or loss on sale of equity securities, respectively, in the consolidated statements of operations and comprehensive income (loss):

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As such, the cost basis of the MalinJ1 securities was used to allocate to the Viamet investment, the single identifiable asset, and no goodwill was recognized.

The Company through its consolidation of MalinJ1 accounts for the Viamet investment under the equity method as MalinJ1 owns 41.0 % of outstanding shares of Viamet.

The Company through its

consolidation of MalinJ1 accounts for the Viamet investment under the equity method as MalinJ1 owns 41.0 % of outstanding shares of Viamet.

As of December 31, 2025 and 2024, this investment did not meet the significance thresholds for additional summarized income statement disclosures, as defined by the SEC.

D uring the years ended December 31, 2024 and 2023 , our consolidated earnings on equity investment included in the consolidated statements of operations and comprehensive income (loss) was zero and $ 4.2 million, respectively.

No distributions were received during the year ended December 31, 2024.

During the year ended December 31, 2023, MalinJ1 made distributions of $ 2.8 million to Acacia and $ 1.4 million to noncontrolling interests.

No distributions were received during the years ended December 31, 2025 and 2024.

Inventories consisted of the following:

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Computer hardware and software 1,574 1,218

Land 2,877 2,876

Building and leasehold improvements 8,398 9,078

26,922 28,791

Accumulated depreciation and amortization ( 5,631 ) ( 4,926 )

Property, plant and equipment, net $ 21,291 $ 23,865

Total depreciation and amortization expense in the consolidated statements of operations and comprehensive income (loss) was $ 2.6 million and $ 1.4 million for the years ended December 31, 2024 and 2023, respectively.

Our Intellectual Property Operations and parent company include depreciation and amortization in general and administrative expenses.

Our Manufacturing Operations include $1.5 million of depreciation and amortization in general and administrative expenses for the period from October 18, 2024 through December 31, 2024.

For the years ended December 31, 2024 and 2023, our Industrial Operations allocated depreciation and amortization, totaling $ 991,000 and $ 1.3 million, respectively, to all applicable operating expense categories, including cost of sales of $ 501,000 and $ 421,000 , respectively.

Total depreciation and amortization expense for the assets above in the consolidated statements of operations and comprehensive income (loss) was $ 4.4 million and $ 2.6 million for the years ended December 31, 2025 and 2024, respectively.

Our Intellectual Property Operations, Manufacturing Operations and parent company include depreciation and amortization in general and administrative expenses.

For the years ended December 31, 2025 and 2024, our Industrial Operations allocated depreciation and amortization, totaling $ 438,000 and $ 991,000 , respectively, to all applicable operating expense categories, including cost of sales of $ 302,000 and $ 501,000 , respectively.

Refer to Note 8 regarding our Manufacturing Operations property and equipment disposals that include assets sold pursuant to an asset purchase agreement during the year ended December 31, 2025.

OIL AND NATURAL GAS PROPERTIES, NET

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Oil and natural gas properties, net $ 190,705 $ 191,680

Total depletion and depreciation expense in the consolidated statements of operations and comprehensive income (loss) was $ 12.5 million for the year ended December 31, 2024 and $ 245,000 for the period from November 13, 2023 through December 31, 2023.

Total depletion and depreciation expense for the proved oil and gas properties in the consolidated statements of operations and comprehensive income (loss) was $ 15.0 million and $ 12.5 million, respectively for the years ended December 31, 2025 and 2024.

Our Energy Operations includes depletion and depreciation in cost of production.

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Changes in the carrying amount of goodwill consisted of the following:

December 31, 2024

Industrial Operations Energy Operations Manufacturing Operations Total

(In thousands)

Beginning balance $ 7,541 $ 1,449 $ — $ 8,990

Balance at December 31, 2023 $ 7,541 $ 1,449 $ — $ 8,990

Acquisition of business — — 20,628 20,628

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Impairment losses — — — —

Ending balance $ 7,541 $ 1,449 $ 20,349 $ 29,339

December 31, 2023

Industrial Operations Energy Operations Total

(In thousands)

Beginning balance $ 7,541 $ — $ 7,541

Acquisition of business — 1,449 1,449

Balance at December 31, 2024 $ 7,541 $ 1,449 $ 20,349 $ 29,339

Effect of foreign currency translation — — 280 280

Business combination accounting adjustment — — ( 3,829 ) ( 3,829 )

Impairment losses — — — —

Ending balance $ 7,541 $ 1,449 $ 8,990

Balance at December 31, 2025 $ 7,541 $ 1,449 $ 16,800 $ 25,790

The ending balance of goodwill includes no accumulated impairment losses to date.

Refer to Note 1 for additional information related to the Printronix and Benchmark acquisitions.

Refer to Note 3 for additional information related to the Deflecto acquisition.

Refer to Note 3 for additional information related to the Deflecto acquisition and measurement period adjustments recorded during the year ended December 31, 2025.

Other intangible assets, net consisted of the following:

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Total patents 354,803 ( 333,779 ) 21,024

Customer relationships - industrial operations 7 years 5,300 ( 1,689 ) 3,611

Trade name and trademarks - industrial operations 7 years 3,430 ( 1,091 ) 2,339

Customer relationships:

Industrial operations 7 years 5,300 ( 2,446 ) 2,854

Manufacturing operations 15 years 20,200 ( 269 ) 19,931

Total customer relationships 25,500 ( 2,715 ) 22,785

Trade name and trademarks:

Industrial operations 7 years 3,430 ( 1,583 ) 1,847

Manufacturing operations 10 years 400 ( 8 ) 392

Manufacturing operations Indefinite 8,009 — 8,009

Total trade name and trademarks 11,839 ( 1,591 ) 10,248

Developed technology - manufacturing operations 10 years 1,000 ( 20 ) 980

Favorable leases - manufacturing operations 1.9 years 704 ( 312 ) 392

Total $ 393,846 $ ( 338,417 ) $ 55,429

2 unchanged sentences

There was no accelerated amortization of other intangible assets for the years ended December 31, 2025 and 2024.

Intellectual Property Operations amortization of patents was $ 16.1 million and $ 11.4 million for the years ended December 31, 2024 and 2023, respectively, and is expensed in cost of revenues.

Industrial Operations amortization of intangible assets was $ 1.7 million and $ 1.7 million for the years ended December 31, 2024 and 2023, respectively.

Manufacturing Operations amortization of intangible assets was $ 609,000 for the period from October 18, 2024 through December 31, 2024.

Intellectual Property Operations amortization of patents was $ 20.5 million and $ 16.1 million for the years ended December 31, 2025 and 2024, respectively.

Intellectual Property Operations amortization of patents is expensed in cost of revenues.

Industrial Operations amortization of intangible assets was $ 1.7 million for each of the years ended December 31, 2025 and 2024.

Manufacturing Operations amortization of intangible assets was $ 1.7 million for the year ended December 31, 2025 and $609,000 for the period from October 18, 2024 through December 31, 2024.

Industrial Operations and Manufacturing Operations amortization of intangible assets is expensed in general and administrative expenses.

On November 21, 2025, Deflecto sold certain specified assets exclusively used in its floor protection business, including contracts, customer lists, vendor lists, certain specified trademarks and patents and a specified list of equipment, pursuant to an asset purchase agreement.

The total consideration was $ 2.99 million.

The acquisition agreement provides for additional consideration in the form of an earnout, based on the achievement of specified revenue targets during the post-closing period.

Because the amount of the obligation could not be reasonably estimated as of the acquisition date, no amount related to contingent consideration was included in the purchase price.

The Company will recognize any contingent consideration as a gain in the period in which the contingency is resolved and the consideration becomes realizable.

The carrying value of the disposed property, equipment and inventory was $ 1.5 million and trademarks and patents was $ 1.3 million.

The Company recognized a loss on sale of $ 91,000 during the year ended December 31, 2025 included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss).

The following table presents the scheduled annual aggregate amortization expense (in thousands):

Years Ending December 31,

2025 $ 20,108

Thereafter 13,330

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During the year ended December 31, 2022, ARG entered into an agreement granting ARG the exclusive option to acquire all rights to license and enforce a patent portfolio and all future patents and patent applications, and incurred $ 15.0 million of certain patent and patent rights costs, which was fully paid in 2023.

The patent costs are included in prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2024.

During the years ended December 31, 2024 and 2023, ARG entered into agreements to obtain preferential future returns for existing patent portfolios for $ 10.0 million in each respective period, of which $ 6.0 million was paid in the fourth quarter of 2023 and $ 14.0 million was paid during the year ended December 31, 2024.

As of December 31, 2024 and 2023, zero and $ 4.0 million of certain patent and patent rights acquisition costs was accrued, respectively, and included in accrued expenses and other current liabilities (see Note 9).

The patent costs were included in prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2024.

During the year ended December 31, 2025, ARG exercised the option to acquire all rights to license and enforce the portfolio and capitalized $ 15.0 million in patent and patent rights costs.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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Income taxes payable 1,210 1,296

Sales and tax and fees payable 4,818 —

Other tax payable 2,046 —

Revolving credit facility and Term loan interest accrual 1,162 106

Product warranty liability, current 59 30

Sales tax and fees payable 6,928 9,400

Interest accrual 1,216 1,162

Service contract costs, current 721 277

Short-term lease liability 4,181 3,563

Accrued patent cost (see Note 7) — 4,000

Other accrued liabilities 4,060 2,275

1 unchanged sentence

ASSET RETIREMENT OBLIGATIONS

The following is a summary of the asset retirement obligations in the consolidated balance sheets:

Year Ended December 31, 2024 November 13, 2023 to December 31, 2023

The following table presents the changes in asset retirement obligations in the consolidated balance sheets:

(In thousands)

1 unchanged sentence

Liabilities acquired 6 31,336

Liabilities settled ( 179 ) —

Changes in assumptions ( 2 ) —

Accretion of discounts 1,734 986

3 unchanged sentences

REVOLVING CREDIT FACILITY AND TERM LOAN

Benchmark Credit Agreement

On September 16, 2022, Benchmark entered into a credit agreement (the “Original Benchmark Credit Agreement”) for a revolving credit facility (the “Original Benchmark Revolver”) and a term loan with a bank.

The Original Benchmark Revolver had an initial borrowing base of $ 25 million and $ 75 million maximum borrowing capacity.

The Original Benchmark Revolver was set to mature on September 16, 2025.

The availability under the Original Benchmark Credit Agreement was subject to the borrowing base, which was redetermined on April 1 and October 1 of each year.

During 2023, the borrowing base was reduced to $ 17.5 million and payment was made, which further reduced the borrowing base to $ 10.5 million.

The Original Benchmark Revolver was paid in full during the second quarter of 2024.

As of December 31, 2024 and 2023 the outstanding balance on the Original Benchmark Revolver was zero and $ 10.5 million, respectively.

Additionally, Benchmark initially borrowed $ 3.5 million under a related term loan, which was paid in full during 2023.

Benchmark’s outstanding balance on that term loan was zero as of December 31, 2024 and 2023.

Benchmark Loan Agreement

On April 17, 2024 (the “Revolution Closing Date”), in connection with the Transaction, BE Anadarko II, LLC, a subsidiary of Benchmark, entered into a Loan Agreement (the “Benchmark Loan Agreement”) with Frost Bank, as Administrative

Agent and LC Issuer (“Frost Bank”) and the lenders from time to time party thereto (the “Benchmark Lenders”), governing a new revolving credit facility (the “Benchmark Revolving Credit Facility”), with a maximum aggregate credit amount of $ 150 million, of which approximately $ 85 million was available at the Revolution Closing Date, that Benchmark may draw upon from time to time subject to the terms and conditions set forth in the Benchmark Loan Agreement.

On April 17, 2024 (the “Revolution Closing Date”), in connection with the Revolution Transaction, BE Anadarko II, LLC, a subsidiary of Benchmark, entered into a Loan Agreement (the “Benchmark Loan Agreement”) with Frost Bank, as Administrative Agent and LC Issuer (“Frost Bank”) and the lenders from time to time party thereto (the “Benchmark Lenders”), governing a revolving credit facility with a maximum aggregate credit amount of $ 150 million (the “Benchmark Revolving Credit Facility”), approximately $ 85 million of which was available at the Revolution Closing Date, that Benchmark may draw upon from time to time subject to the terms and conditions set forth in the Benchmark Loan Agreement.

The Benchmark Revolving Credit Facility will mature April 17, 2027 and includes a letter of credit subfacility.

On the Closing Date, $ 82.7 million, including $ 660,000 related to letters of credit, was drawn under the Benchmark Revolving Credit Facility.

On the Revolution Closing Date, $ 82.7 million, including $ 660,000 related to letters of credit, was drawn under the Benchmark Revolving Credit Facility.

Benchmark pledged substantially all of its oil and gas properties and other assets as collateral to secure amounts outstanding under the Benchmark Loan Agreement.

During the year ended December 31, 2024, Benchmark made payment of $ 15.5 million under the Benchmark Revolving Credit Facility reducing the borrowing base.

As of December 31, 2024 the outstanding balance on the Benchmark Revolving Credit Facility was $ 66.5 million.

Borrowings under the Benchmark Revolving Credit Facility bear interest at a rate per annum equal to the “Adjusted Term Secured Overnight Financing Rate (“SOFR”) Margin Rate” (as defined in the Loan Agreement) plus a margin of 3.00 % to 4.00 %.

On November 3, 2025, BE Anadarko II, LLC, entered into a Second Amendment to the original Benchmark Loan Agreement (“Second Amendment”) with Frost Bank and the Benchmark Lenders.

Pursuant to the Second Amendment, the Benchmark Revolving Credit Facility has been amended to mature on April 17, 2029.

All other terms, conditions and provisions of the Benchmark Loan Agreement remain materially unchanged.

During the year ended December 31, 2025, Benchmark drew $ 5.0 million from the Benchmark Revolving Credit Facility and Benchmark made payments of $ 12.0 million under the Benchmark Revolving Credit Facility reducing the borrowing base.

The outstanding balance on the Benchmark Revolving Credit Facility was $ 59.5 million and $ 66.5 million as of December 31, 2025 and 2024, respectively.

The applicable margin is determined based on a monthly utilization percentage, and the availability is determined by reference to a borrowing base calculation.

As of December 31, 2025, the weighted average interest rate associated with the outstanding balance on the Benchmark Revolving Credit Facility was 8 %.

Unused commitments under the Benchmark Revolving Credit Facility are subject to a commitment fee 0.5 % payable on a quarterly basis.

Unused commitments under the Benchmark Revolving Credit Facility are subject to a commitment fee of 0.5 % payable on a quarterly basis.

The Benchmark Loan Agreement contains customary covenants with respect to BE Anadarko and its subsidiaries, including, among others, limitations on indebtedness, liens, mergers, issuances of disqualified capital stock, dispositions, payment of dividends, investments and new businesses, amendments of organizational documents and other material contracts, hedging contracts, sale and lease back transactions and transactions with affiliates.

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The Benchmark Loan Agreement also contains certain events of default, including, among others, nonpayment, inaccuracy of representations and warranties, violation of covenants, cross-default to other indebtedness, bankruptcy, material judgments, or a change of control.

Upon the occurrence of an event of default, the Benchmark Lenders may terminate the commitments under the Benchmark Loan Agreement and declare all loans due and payable.

As of December 31, 2024, the Company was in compliance with its covenants related to the Benchmark Loan Agreement

Upon the occurrence of an event of default, the Benchmark Lenders may terminate the commitments under the Benchmark Loan Agreement and declare all loans due

As of December 31, 2025, Benchmark was in compliance with its covenants related to the Benchmark Loan Agreement.

Deflecto Amended and Restated Credit Agreement

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The negative covenants include, among others, limitations on incurrence of indebtedness by Deflecto’s subsidiaries and limitations on incurrence of liens on assets of Deflecto and its subsidiaries.

than 3.25 to 1.00, (ii) on or after December 31, 2025 and prior to December 31, 2026, not greater than 3.00 to 1.00 and (iii) on or after December 31, 2026, not greater than 2.75 to 1.00 and (b) a ratio of consolidated annual EBITDA to fixed charges (including debt and tax cash charges) of not less than 1.20 to 1.00 (commencing with the fiscal quarter ending December 31, 2024).

In addition, the Deflecto Credit Agreement requires that Borrower maintain (a) a ratio of consolidated debt (net of up to $ 5.0 million of unrestricted cash) to consolidated annual earnings before interest, taxes, depreciation and amortization (subject to adjustments set forth in the Deflecto Credit Agreement, “EBITDA”) of (i) on or after December 31, 2024 and prior to December 31, 2025, not greater than 3.25 to 1.00, (ii) on or after December 31, 2025 and prior to December 31, 2026, not greater than 3.00 to 1.00 and (iii) on or after December 31, 2026, not greater than 2.75 to 1.00 and (b) a ratio of consolidated annual EBITDA to fixed charges (including debt and tax cash charges) of not less than 1.20 to 1.00 (commencing with the fiscal quarter ending December 31, 2024).

The Deflecto Credit Agreement contains customary events of default, including, among others, nonpayment (with a grace period for interest payments), material inaccuracy of representations and warranties, violation of covenants (subject to certain grace periods), cross-default to other material indebtedness, bankruptcy, material judgments, or a change of control.

Upon the occurrence and during the continuance of an event of default, the lenders may declare the outstanding advances and all other obligations under the Deflecto Credit Agreement immediately due and payable.

As of December 31, 2024, the Company was in compliance with its covenants related to the Deflecto Credit Agreement.

On October 18, 2024, in connection with the closing of the Deflecto Transaction, Deflecto borrowed the $ 48.0 million under the Deflecto Term Loan to finance, in part, the Purchase Price for the Deflecto Transaction.

As of December 31, 2025, Deflecto was in compliance with its covenants related to the Deflecto Credit Agreement.

On October 18, 2024, in connection with the closing of the Deflecto Transaction, Deflecto borrowed $ 48.0 million under the Deflecto Term Loan to finance, in part, the Purchase Price for the Deflecto Transaction.

Borrower may borrow additional amounts under the Deflecto Facility from time to time as opportunities and needs arise, subject to the terms of the Deflecto Facility.

During the year ended December 31, 2025, Deflecto made payments of $ 15.1 million under the Deflecto Facility.

As of December 31, 2025, the interest rate associated with the outstanding balance on the Deflecto Term Loan was 7 %.

Deflecto’s outstanding balance on Deflecto Term Loan was $ 47.5 million as of December 31, 2024.

Deflecto’s outstanding balance on the Deflecto Term Loan, net of debt discount and issuance costs was $ 32.6 million and $46.7 million as of December 31, 2025 and 2024, respectively.

Deflecto’s outstanding balance on the Deflecto Revolving Credit Facility was zero and $800,000 as of December 31, 2025 and 2024, respectively.

On March 11, 2026, the Company entered into an amendment to the Deflecto Credit Agreement.

Refer to Note 23 for additional information.

The table below presents the maturities for the Benchmark Revolving Credit Facility and Deflecto Facility excluding debt discount and debt issuance costs discussed above, as of December 31, 2025:

Years Ending December 31,

Total maturity balance $ 91,900

STARBOARD INVESTMENT

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Management of the Company believed that the Company’s capital structure, with multiple different series of securities, made it difficult for investors to understand and value the Company and created an impediment to new public investment.

As a result, on October 30, 2022, and following the unanimous recommendation of the Special Committee of the Board, the Company entered into a Recapitalization Agreement with Starboard (the "Recapitalization Agreement") in order to simplify the Company’s capital structure, pursuant to which, among other things, (1) effective as of November 1, 2022, Starboard exercised the Series A Warrants in full and received 5,000,000 shares of the Company’s common stock, (2) Starboard purchased 15,000,000 shares of the Company’s common stock pursuant to the Concurrent Private Rights Offering (as defined below) and the Unadjusted Series B Warrants (as defined below) were cancelled, and (3) on July 13, 2023, (a) Starboard converted 350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of the Company’s common stock (the “Preferred Stock Conversion”), and (b) Starboard exercised 31,506,849 of the Series B Warrants through a combination of a “Note Cancellation” and a “Limited Cash Exercise” (each as defined in the Series B Warrants), resulting in the receipt by Starboard of 31,506,849 shares of common stock, the cancellation of $ 60.0 million aggregate principal amount of the Company’s senior secured notes held by Starboard (the “Senior Secured Notes”) and the receipt by the Company of aggregate gross proceeds of approximately $ 55.0 million (the “Series B Warrants Exercise”).

Such transactions are referred to as the “Recapitalization Transactions.” As a result, Starboard owned 61,123,595 shares of common stock as of July 13, 2023, representing approximately 61.2 % of the common stock based on 99,886,322 shares of common stock issued and outstanding as of such date.

Accordingly, no shares of Series A Redeemable Convertible Preferred Stock, no Series B Warrants, nor any Senior Secured Notes remain outstanding.

As applicable, the following discussion of Starboard’s investments in the Company reflect the transactions effected pursuant to the Recapitalization Agreement.

Series A Redeemable Convertible Preferred Stock

Per its terms, the Series A Redeemable Convertible Preferred Stock could be converted into a number of shares of common stock equal to (i) the stated value thereof plus accrued and unpaid dividends, divided by (ii) the conversion price of $ 3.65

(subject to certain anti-dilution adjustments) and holders of the Series A Redeemable Convertible Preferred Stock could elect to convert the Series A Redeemable Convertible Preferred Stock into common stock at any time.

Further, the Series A Redeemable Convertible Preferred Stock accrued cumulative dividends quarterly at an annual rate of 3.0 % on the stated value.

Upon consummation of the Printronix acquisition in October 2021, the dividend rate increased to 8.0 % on the stated value.

There were no accrued and unpaid dividends as of December 31, 2024 and 2023.

Under the Recapitalization Agreement, the Company and Starboard agreed to take certain actions related to the Series A Preferred Stock in connection with the Recapitalization, including submitting a proposal for stockholder approval to remove the “4.89% blocker” provision contained in the Company’s Amended and Restated Certificate of Designations (the “Amendment to the Amended and Restated Certificate of Designations”).

The Company’s stockholders approved the Amendment to the Amended and Restated Certificate of Designations at the Company’s annual meeting of stockholders held on May 16, 2023 which became effective on June 30, 2023.

Subsequently, and in accordance with the terms of the Series A Redeemable Convertible Preferred Stock, as amended, and the Recapitalization Agreement, on July 13, 2023, Starboard converted an aggregate amount of 350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of common stock, which included 27,704 shares of common stock issued in respect of accrued and unpaid dividends.

Following Starboard’s conversion of its 350,000 shares of Series A Redeemable Convertible Preferred Stock, the Company no longer had any shares of Series A Redeemable Convertible Preferred Stock outstanding, which resulted in a fair value of zero .

The Company classified the Series A Redeemable Convertible Preferred Stock as mezzanine equity as the instrument would become redeemable at the option of the holder in various scenarios or otherwise on November 15, 2027.

As it was probable that the Series A Redeemable Convertible Preferred Stock would become redeemable, the Company accreted the instrument to its redemption value using the effective interest method and recognized any changes against additional paid in capital in the absence of retained earnings.

The Company determined that upon entering into the Recapitalization Agreement, the Series A Redeemable Convertible Preferred Stock was not modified related to the redemption, as such action was subject to the receipt of stockholder approval at the Company’s next annual meeting of stockholders.

Accordingly, the Series A Redeemable Convertible Preferred Stock continued to be classified as temporary equity and continued to be accreted to its redemption value to the earliest redemption date of November 15, 2024.

Accretion for the years ended December 31, 2024 and 2023 was zero and $ 3.2 million, respectively.

Series B Warrants

On February 25, 2020, pursuant to the terms of the Securities Purchase Agreement with Starboard, the Company issued Series B Warrants to purchase up to 100,000,000 shares of the Company’s common stock at an exercise price (subject to certain price-based anti-dilution adjustments) of either (i) $ 5.25 per share, if exercising by cash payment, within 30 months from the issuance date (i.e., August 25, 2022);

or (ii) $ 3.65 per share, if exercising by cancellation of a portion of the Senior Secured Notes.

The Company issued the Series B Warrants for an aggregate purchase price of $ 4.6 million.

The Series B Warrants had an expiration date of November 15, 2027.

In connection with the issuance of the Senior Secured Notes on June 4, 2020, the terms of certain of the Series B Warrants were amended to permit the payment of the lower exercise price of $ 3.65 through the payment of cash, rather than only through the cancellation of Senior Secured Notes outstanding, at any time until the expiration date of November 15, 2027.

31,506,849 of the Series B Warrants were subject to this adjustment with the remaining balance of 68,493,151 Series B Warrants continuing under their original terms (the Series B Warrants not subject to such adjustment, the “Unadjusted Series B Warrants”).

During the third quarter of 2022, the cash exercise feature of the Unadjusted Series B Warrants expiration date of August 25, 2022 was extended to October 28, 2022.

On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for the related 68,493,151 warrants.

In March 2023, the Unadjusted Series B Warrants were cancelled immediately following the completion of the Rights Offering (as described below).

In 2023, the remaining 31,506,849 Series B Warrants were exercised.

Further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, on July 13, 2023, Starboard completed the Series B Warrants Exercise.

Pursuant to the Series B Warrants Exercise, the Company effectively cancelled $ 60.0 million aggregate principal amount of Senior Secured Notes held by Starboard and received aggregate gross proceeds of approximately $ 55.0 million.

At the closing of the Series B Warrants Exercise, the Company paid to Starboard an aggregate amount of $ 66.0 million (the “Recapitalization Payment”) representing a negotiated

settlement of the foregone time value of the Series B Warrants and the Series A Redeemable Convertible Preferred Stock (which amount was paid through a reduction in the exercise price of the Series B Warrants).

The Recapitalization Payment effectively modified the exercise price of the Series B Warrants.

Upon the Series B Warrants Exercise, Starboard exercised the Series B Warrants at a reduced price and the Company issued an aggregate of 31,506,849 shares of the Company’s common stock to Starboard in consideration of the cash payment and cancellation of any outstanding Senior Secured Notes.

The Series B Warrants were classified as a liability in accordance with ASC 480, “Distinguishing Liabilities from Equity”, as the agreement provided for net cash settlement upon a change in control, which was outside the control of the Company.

In connection with the Recapitalization Agreement and related warrant modification, the Company recognized the incremental fair value as a component of the change in fair value of the Series B Warrants in other expense as of December 31, 2022.

The Series B Warrants were recognized at fair value at each reporting period until exercised, which resulted in a fair value of zero , with changes in fair value recognized in other income or (expense) in the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2024, no Series B warrants were issued or outstanding.

Rights Offering and Concurrent Private Rights Offering

On February 14, 2023, pursuant to the requirements of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the Company commenced a rights offering (the “Rights Offering”).

Under the terms of the Rights Offering, the Company distributed non-transferable subscription rights to record holders (“Eligible Securityholders”) of the Company’s common stock held as of 5 p.m.

Eastern time on February 13, 2023, the record date for the Rights Offering.

The subscription period for the Rights Offering terminated at 5 p.m.

Eastern time on March 1, 2023 (the “Expiration Time”).

Pursuant to the Rights Offering, Eligible Securityholders received one non-transferable subscription right (a “Subscription Right”) for every four shares of common stock owned by such Eligible Securityholders.

Each Subscription Right entitled an Eligible Securityholder to purchase, at such Eligible Securityholder’s election, one share of common stock at a price of $ 5.25 per share (the “Subscription Price”).

Starboard received private subscription rights to purchase up to 28,647,259 shares of common stock at the Subscription Price pursuant to a concurrent private rights offering (the “Concurrent Private Rights Offering”) in connection with their ownership of common stock and, on an as-converted basis, the Company’s Series B Warrants and shares of the Company’s Series A Redeemable Convertible Preferred Stock.

The private subscription rights provided to Starboard pursuant to the Concurrent Private Rights Offering were on substantially the same terms as the Subscription Rights, and were distributed substantially concurrently with the distribution of the Subscription Rights and expired at the Expiration Time.

In connection with the Concurrent Private Rights Offering, Starboard purchased 15,000,000 shares of common stock.

The Company determined that upon entering into the Recapitalization Agreement on October 30, 2022, the Rights Offering and Concurrent Private Rights Offering and related commitment required no recognition in the Company’s financial statements.

The Company recognized the proceeds received from the sale of the shares in equity when the sale occurred.

The Company received aggregate gross proceeds of approximately $ 361,000 from the Rights Offering and aggregate gross proceeds of approximately $ 78.8 million from the Concurrent Private Rights Offering and issued an aggregate of 15,068,753 shares of common stock.

The Rights Offering was made pursuant to a prospectus supplement to the Company’s shelf registration statement on Form S-3 (No.

333-249984), filed with the SEC on February 14, 2023.

Under the Recapitalization Agreement, the parties agreed that, among other things, for a period from the date of the Recapitalization Agreement until May 12, 2026, the Board of the Company will include at least two (2) directors that are independent of, and not affiliates (as defined in Rule 144 of the Securities Exchange Act of 1934, as amended) of, Starboard, with current Board members Maureen O’Connell and Isaac T.

As a result, on October 30, 2022, and following the unanimous recommendation of the Special Committee of the Board, the Company entered into a Recapitalization Agreement with Starboard (the "Recapitalization Agreement") in order to simplify the Company’s capital structure, pursuant to which, among other things, (1) effective as of November 1, 2022, Starboard exercised the Series A Warrants in full and received 5,000,000 shares of the Company’s common stock, (2) Starboard purchased 15,000,000 shares of the Company’s common stock pursuant to a concurrent private rights offering and certain of the Series B Warrants were cancelled, and (3) on July 13, 2023, (a) Starboard converted 350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of the Company’s common stock (the “Preferred Stock Conversion”), and (b) Starboard exercised 31,506,849 of the Series B Warrants through a combination of a “Note Cancellation” and a “Limited Cash Exercise” (each as defined in the Series B Warrants), resulting in the receipt by Starboard of 31,506,849 shares of common stock, the cancellation of $ 60.0 million aggregate principal amount of the Company’s senior secured notes held by Starboard (the “Senior Secured Notes”) and the receipt by the Company of aggregate gross proceeds of approximately $ 55.0 million (the “Series B Warrants Exercise”).

Such transactions are referred to as the “Recapitalization Transactions.” As a result of the Recapitalization Transactions, Starboard owned 61,123,595 shares of common stock as of July 13, 2023, representing approximately 61.2 % of the common stock based on 99,886,322 shares of common stock issued and outstanding as of such date.

Accordingly, following the Recapitalization Transactions no shares of Series A Redeemable Convertible Preferred Stock, no Series B Warrants, nor any Senior Secured Notes remain outstanding.

Under the Recapitalization Agreement, the parties agreed that, among other things, for a period from the date of the Recapitalization Agreement until May 12, 2026, the Board of the Company will include at least two (2) directors that are independent of, and not affiliates (as defined in Rule 144 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of, Starboard, with current Board members Maureen O’Connell and Isaac T.

Kohlberg satisfying this initial condition under the Recapitalization Agreement.

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provided, that the additional majority voting requirement would not be applicable if either (x) the business combination is approved by the Board by the affirmative vote of at least a majority of the directors who are unaffiliated with Starboard or (y) (i) the consideration to be received by stockholders other than Starboard and its affiliates meets certain minimum price conditions, and (ii) the consideration to be received by stockholders other than Starboard and its affiliates is of the same form and kind as the consideration paid by Starboard and its affiliates.

The Recapitalization Agreement also provided that, effective as of the later of the closing of the Recapitalization Transactions and the date on which no Senior Secured Notes remain outstanding, (i) the Securities Purchase Agreement and (ii) that certain Governance Agreement, dated as of November 18, 2019, as amended and restated on January 7, 2020 (the “Governance Agreement”), would be automatically terminated and of no further force and effect without any further action by any party thereto.

As a result of the closing of the Recapitalization Transactions, the Securities Purchase Agreement and the Governance Agreement have been terminated and are of no further force and effect.

Services Agreement

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Starboard has agreed to provide the services on an expense reimbursement basis and no separate fee will be charged by Starboard for the services.

During the years ended December 31, 2024 and 2023 the Company reimbursed Starboard $ 476,000 and $ 216,000 , respectively, under the Services Agreement.

During the years ended December 31, 2025 and 2024 the Company’s reimbursements to Starboard under the Services Agreement were $ 155,000 and $ 476,000 , respectively.

FAIR VALUE MEASUREMENTS

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Equity investments that do not have regular market pricing, but for which fair value can be determined based on other data values or market prices, are recorded at fair value within Level 2 of the valuation hierarchy.

T he Company has elected to apply the fair value method to one equity securities investment that would otherwise be accounted for under the equity method of accounting.

On November 1, 2023, the Company, through a wholly owned subsidiary, entered into the Arix Shares Purchase Agreement with RTW Bio to sell its shares of Arix to RTW Bio for a purchase price of $ 57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP).

On January 19, 2024, the Company completed such sale for $ 57.1 million.

As a result, as of December 31, 2024, the aggregate carrying amount of this investment was zero , and was included in equity securities, in the consolidated balance sheet ( r efer to Note 4 for additional information).

Commodity Derivative Instruments.

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The fair value of these instruments are within Level 2 of the valuation hierarchy.

During 2024, Benchmark executed derivative contracts with counterparties and also executed an International Swap Dealers Association Master Agreement (“ISDA”) with its counterparties, the terms of which provide Benchmark and its counterparties with rights of offset.

There are no derivative assets that were subjected to offset for the year ended December 31, 2024.

The aggregate fair value of the open commodity derivatives was $ 2.1 million and $ 2.7 million as of December 31, 2024 and 2023, respectively.

The open commodity derivatives is included in prepaid expenses and other current assets and other non-current assets, in the consolidated balance sheet (refer to Note 2 for additional information).

Series B Warrants.

Series B Warrants were recorded at fair value, using a Black-Scholes option-pricing model (Level 3).

On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for such warrants (refer to Note 12 for additional information).

The fair value of the remaining Series B Warrants as of July 13, 2023 was estimated based on the following significant assumptions:

volatility of 120 percent, risk-free rate of 5.24 percent, term of 0.04 years and a dividend yield of 0 percent.

On July 13, 2023, further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the remaining Series B Warrants were exercised, which also resulted in a fair value of zero as of December 31, 2023 (refer to Note 12 for additional information).

As of December 31, 2024, no Series B warrants were issued or outstanding.

Refer to the “ Embedded derivative liabilities ” discussion below for additional information on assumptions.

Embedded derivative liabilities.

Embedded derivatives that are required to be bifurcated from their host contract are evaluated and valued separately from the host instrument.

During the quarter ended December 31, 2022 in connection with the Recapitalization Agreement, the Company changed its methodology from a binomial lattice framework to an as-converted value (Level 3), based on an expected Series A Redeemable Convertible Preferred Stock conversion date on or prior to July 14, 2023 (refer to Note 12 for additional information).

The volatility of the Company’s common stock is estimated by analyzing the Company’s historical volatility, implied volatility of publicly traded stock options, and the Company’s current asset composition and financial leverage.

Prior to December 31, 2022, the selected volatility, as described herein, represented a haircut from the Company’s actual realized historical volatility.

A volatility haircut is a concept used to describe a commonly observed occurrence in which the volatility implied by market prices involving options, warrants and convertible debt is lower than historical actual realized volatility.

The risk-free interest rate was based on the yield on the U.S.

Treasury with a remaining term equal to the expected term of the conversion and early redemption options.

The fair value of the embedded derivative as of July 13, 2023 was estimated based on the following significant assumptions:

coupon rate of 8.00 percent, conversion ratio of 27.40 , conversion date of July 14, 2023 and a discount rate of 14.80 percent.

On July 13, 2023, in accordance with the terms of the Series A Redeemable Convertible Preferred Stock, as amended, and the Recapitalization Agreement, Starboard

converted the Series A Redeemable Convertible Preferred Stock into common stock, which resulted in a fair value of zero as of December 31, 2023 (refer to Note 12 for additional information).

As of December 31, 2024, the Company no longer had any shares of Series A Redeemable Convertible Preferred Stock outstanding.

During 2024, Benchmark executed derivative contracts with counterparties and also executed an International Swap Dealers Association Master Agreement (“ISDA”) with its counterparties.

The net aggregate fair value of the open commodity derivatives assets was $ 5.8 million and $ 2.1 million as of December 31, 2025 and 2024, respectively and was recorded in prepaid expenses and other current assets and other non-current assets, in the consolidated balance sheet (refer to Note 2 for additional information).

Bitcoin option contracts .

Bitcoin option contracts includes Bitcoin exchange-traded options that are recorded at fair value based on the quoted market price of each option on the valuation date.

The fair value of these options are within Level 1 of the valuation hierarchy.

Financial assets and liabilities measured at fair value on a recurring basis were as follows:

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Commodity derivative instruments $ — $ 5,832 $ — $ 5,832

Total $ 23,135 $ 2,114 $ — $ 25,249

Bitcoin option contracts 162 — — 162

December 31, 2024:

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Commodity derivative instruments $ — $ 2,114 $ — $ 2,114

Total $ 63,068 $ 2,723 $ — $ 65,791

Benchmark’s realized derivative gain for the year ended December 31, 2024 was $ 2.6 million and for the period from November 13, 2023 through December 31, 2023 was $ 396,000 .

Benchmark’s unrealized derivative loss for the year ended December 31, 2024 was $ 610,000 and Benchmark’s unrealized derivative gain for the period from November 13, 2023 through December 31, 2023 was $ 781,000 .

No amounts are netted under the terms of the ISDA.

The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 liabilities, which were measured at fair value on a recurring basis.

There are no Level 3 liabilities as of December 31, 2024.

The changes in the estimated fair value of the Company’s Level 3 liabilities as of December 31, 2023 were as follows:

Series A Embedded Derivative Liabilities Series B Warrant Liabilities Total

Information about financial instruments that are eligible for offset in the consolidated balance sheets were as follows:

(In thousands)

Balance at December 31, 2022 $ 16,835 $ 84,780 $ 101,615

Exercise of warrants — ( 82,018 ) ( 82,018 )

Conversion of redeemable convertible preferred stock ( 12,881 ) — ( 12,881 )

Remeasurement to fair value ( 3,954 ) ( 2,762 ) ( 6,716 )

Balance at December 31, 2023 — — —

Commodity derivative assets

Gross amount of recognized assets $ 6,229 $ 3,220

Gross amount offset on the balance sheet ( 397 ) ( 1,106 )

Net amount of assets on the balance sheet $ 5,832 $ 2,114

Commodity derivative liabilities

Gross amount of recognized liabilities $ 397 $ 1,106

Gross amount offset on the balance sheet ( 397 ) ( 1,106 )

Net amount of liabilities on the balance sheet $ — $ —

Benchmark’s r ealized derivative gain was $ 3.7 million and $ 2.6 million for the years ended December 31, 2025 and 2024, respectively.

Benchmark’s unrealized derivative gain was $ 3.7 million for the year ended December 31, 2025 and unrealized derivative loss was $ 610,000 for the year ended December 31, 2024, respectively.

In accordance with U.S.

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The fair value of the asset retirement obligations are within Level 3 of the fair value hierarchy.

In connection with our Revolution asset acquisition, the fair value of the oil and gas properties is determined based upon estimated future discounted cash flow, a Level 3 input, using estimated production which we reasonably expect, and estimated prices adjusted for differentials.

In connection with our Revolution Transaction, the fair value of the oil and gas properties was determined based upon estimated future discounted cash flow, a Level 3 input, using estimated production which we reasonably expect, and estimated prices adjusted for differentials.

Unobservable inputs include estimated future oil and natural gas production, prices, operating and development costs and a discount rate of 12 %, all Level 3 inputs within the fair value hierarchy.

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When indications of potential impairment are identified, the Company may be required to determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value determined.

Any fair value determination would be based on valuation approaches, which are appropriate under the

circumstances and utilize Level 2 and Level 3 measurements as required.

Any fair value determination would be based on valuation approaches, which are appropriate under the circumstances and utilize Level 2 and Level 3 measurements as required.

In connection with our Deflecto acquisition, nonrecurring Level 3 valuations were performed for certain intangible assets, refer to Note 3 for additional information.

RELATED PARTY TRANSACTIONS

The Company reimbursed an aggregate amount of $ 50,000 and $ 129,000 during the years ended December 31, 2024 and 2023, respectively, to former executive officers in connection with legal fees incurred following such officers’ respective departures from the Company.

In 2023, the Company entered into a Loan Facility (“Loan Facility”) with a related private portfolio company.

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The receivable is included in other non-current assets in the consolidated balance sheets.

In August 2025, the Company partnered with Unchained and Build to purchase the Loans.

The Loans were originated by an affiliate of Unchained and sold to a wholly owned subsidiary of Acacia.

Build is providing administrative and other services to Acacia in connection with Acacia’s purchase and holding of the Loans.

Gavin Molinelli, Chairman of the Board and a Senior Partner and Co-Portfolio Manager of Starboard, is a limited partner in Build Secured Income Fund I, a private investment fund managed by Build, which also purchases loans originated by Unchained.

During the year ended December 31, 2025, the Company paid Build approximately $ 59,000 for its services.

Refer to Note 12 for information about the Recapitalization Agreement and Services Agreement with Starboard.

COMMITMENTS AND CONTINGENCIES

Facility Leases

Acacia primarily leases office facilities under operating lease arrangements that will end in various years through September 2027.

Acacia primarily leases office facilities under operating lease arrangements that will end in various years through January 2031.

On June 7, 2019, Acacia entered into a building lease agreement with Jamboree Center 4 LLC.

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On January 7, 2020, Acacia entered into a building lease agreement with Sage Realty Corporation.

Pursuant to the lease, as amended, we have leased approximately 4,600 square feet of office space for our corporate headquarters in New York, New York.

Pursuant to the lease, as amended, Acacia has leased approximately 4,600 square feet of office space for its corporate headquarters in New York, New York.

The lease commenced on February 1, 2020.

The term of the initial lease was 24 months from the commencement date, provided for annual rent increases, and did not provide us the right to early terminate or extend our lease terms.

During August 2021, we entered into a first amendment of the New York office lease, to commence for a period of three years upon landlord’s substantial completion of adequate substitution space.

During August 2021, we entered into a first amendment of the New York office lease, to commence for a

period of three years upon landlord’s substantial completion of adequate substitution space.

On January 25, 2022, the substitution space was substantially completed and the new expiration date was February 28, 2025.

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and (d) annual rent increases, with no right to early terminate or extend the lease.

Acacia terminated the lease in September 2025.

In August 2025, Acacia entered into an office lease agreement with 7 Third Avenue Leasehold LLC.

Pursuant to the lease, we have leased approximately 5,300 square feet of office space for our corporate headquarters in New York, New York.

The lease commenced on September 15, 2025 and is scheduled to expire in January 31, 2031.

The lease provides for annual rent increases and does not provide the right to early terminate or extend the lease term.

On April 9, 2024, Benchmark entered into a building lease agreement with Luzzatto Oaks, LLC.

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The lease commenced on May 1, 2024.

of the lease is 39 months from the commencement date, provides for annual rent increases, and does not provide the right to early terminate or extend the lease terms.

The term of the lease is 39 months from the commencement date, provides for annual rent increases, and does not provide the right to early terminate or extend the lease terms.

Benchmark also leases certain equipment and vehicles used in its oil and gas operations under arrangements that are accounted for as finance leases.

These leases generally have terms ranging from one to several years and may include options to renew or extend the lease term.

Finance lease assets are included in property, plant and equipment, net in the consolidated balance sheet.

Deflecto leases various land, buildings, offices and equipment.

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Deflecto regularly evaluates the renewal options and when they are reasonably certain of exercise, Deflecto includes the renewal period in the lease term.

Printronix conducts its foreign and domestic operations using leased facilities under non-cancelable operating leases that expire at various dates through November 2026.

Printronix conducts its foreign and domestic operations using leased facilities under non-cancelable operating leases that expire at various dates through December 2028.

Leases are executed in the United States, Europe, China, Singapore and Malaysia.

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Lease term varies and may provide for annual rent increases and provide the right to early termination under certain circumstances or extend the lease.

Balance at Weighted-Average Remaining Term Weighted-Average Discount Rate

Weighted-Average Remaining Term Weighted-Average Discount Rate

Balance at December 31, 2024

Operating leases 3.8 years 6 %

Finance leases 3.5 years 7 %

Balance at December 31, 2025

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The table below presents aggregate future minimum lease payments due under the Company’s leases discussed above, reconciled to long-term lease liabilities and short-term lease liabilities (included in accrued expenses and other current liabilities) included in the consolidated balance sheet as of December 31, 2025 (in thousands):

Years Ending December 31,

Years Ending December 31, Operating Leases Finance Leases

2026 $ 2,272 $ 360

2027 4,326 356

2028 2,667 301

2029 2,146 56

Thereafter 800 —

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Long-term lease liabilities $ 8,424 $ 667

COMMITMENTS AND CONTINGENCIES

Inventor Royalties and Contingent Legal Expenses

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Subsidiaries of ARG are often required to engage in litigation to enforce their patents and patent rights.

In connection with any such patent enforcement actions, it is possible that a defendant may request and/or a court may rule that a subsidiary has violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions.

In connection with any such patent enforcement actions, it is possible that a defendant may request and/or a court may rule that ARG or its subsidiary has violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions.

In such event, a court may issue monetary sanctions against ARG or its subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material.

On September 6, 2019, Slingshot Technologies, LLC (“Slingshot”), filed a lawsuit in Delaware Chancery Court against the Company and ARG (collectively, the “Acacia Entities”), Monarch Networking Solutions LLC (“Monarch”), former Acacia board member Katharine Wolanyk, and Transpacific IP Group, Ltd.

(“Transpacific”).

Slingshot alleges that the Acacia Entities and Monarch misappropriated its confidential and proprietary information, purportedly furnished to the Acacia Entities and Monarch by Ms.

Wolanyk, in acquiring a patent portfolio from Transpacific after Slingshot’s exclusive option to purchase the same patent portfolio from Transpacific had already expired.

Slingshot seeks monetary damages, as well as equitable and injunctive relief related to its alleged right to own the portfolio.

On March 15, 2021, the Court issued orders granting Monarch’s motion to dismiss for lack of personal jurisdiction and Ms.

Wolanyk’s motion to dismiss for lack of subject matter jurisdiction.

The remaining parties served written discovery requests and responses, exchanged their respective document productions, and completed depositions as of October 27, 2022.

On November 18, 2022, the Acacia Entities and Transpacific filed motions for summary judgment on Slingshot’s claims.

Slingshot filed its opposition to the summary judgment motions on December 23, 2022, and the Acacia Entities and Transpacific filed their replies on January 10, 2023.

The Chancery Court removed from the calendar the two-day trial on liability that had been scheduled for April 18–19, 2023, and instead set the hearing on the summary judgment motions for April 19, 2023.

On April 19, 2023, the Chancery Court heard oral argument and took the summary judgment motions under advisement.

On July 26, 2023, the Court held a telephonic hearing during which it delivered its ruling on the motions for summary judgment.

The Court granted Transpacific’s motion and deferred ruling on the Acacia Entities’ motion pending further briefing as to whether the Court has subject matter jurisdiction.

On September 14, 2023, the Acacia Entities and Slingshot filed a joint submission with the Chancery Court agreeing to proceed in Delaware Superior Court based on the Chancery Court’s apparent lack of subject matter jurisdiction over the remaining claims, and on September 21, 2023, the Chancery Court issued an order transferring the case to Delaware Superior Court.

The case was subsequently assigned to Judge Eric M.

Davis in the Complex Commercial Litigation Division of the Superior Court.

On January 8, 2024, Judge Davis held an initial status conference, during which he instructed the Acacia Entities and Slingshot to refile their respective summary judgment briefs in Superior Court for the Court’s consideration.

The oral arguments on the Acacia Entities’ motion for summary judgment took place on March 28, 2024.

On June 20, 2024, the Court issued its ruling denying the Acacia Entities’ motion for summary judgment.

On October 15, 2024, the parties entered into a settlement agreement, after which they filed a stipulation of dismissal, concluding the litigation.

The expenses related to the settlement agreement are included in non-recurring legacy legal expense in the consolidated statements of operations and comprehensive income (loss).

In February 2017, AIP Operation LLC, or AIP, an indirect subsidiary of the Company, at the direction of prior management and the Board of Directors at that time, adopted a Profits Interests Plan that granted a profit interest in Veritone 10% Warrants held by AIP to certain members of that management team and the Board of Directors of the Company as compensation for services rendered.

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In connection with certain facility leases, Acacia and certain of its operating subsidiaries have indemnified lessors for certain claims arising from the facilities or the leases.

Acacia indemnifies its

directors and officers to the maximum extent permitted under the laws of the State of Delaware.

Acacia indemnifies its directors and officers to the maximum extent permitted under the laws of the State of Delaware.

However, Acacia has a directors and officers insurance policy that may reduce its exposure in certain circumstances and may enable it to recover a portion of future amounts that may be payable, if any.

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On November 9, 2023, the Board approved a stock repurchase program (the “Repurchase Program”) for up to $ 20.0 million of the Company's common stock, subject to a cap of 5,800,000 shares of common stock.

The Repurchase Program has no time limit and does not require the repurchase of a minimum number of shares.

The common stock may be repurchased on the open market, in block trades, or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Exchange Act.

During the year ended December 31, 2024, we completed the Repurchase Program with total common stock purchases of 4,358,361 shares for the aggregate amount of $ 20.0 million.

The Repurchase Program has been substantially completed.

Stock repurchases during the year ended December 31, 2024, all of which were purchased pursuant to the Repurchase Program, were as follows:

Purchased Average

Share Approximate Dollar

Value of Shares that

May Yet be Purchased

under the Program

(In thousands)

August 1, 2024 - August 31, 2024 676,775 $ 4.68 $ 16,833

September 1, 2024 - September 30, 2024 860,347 $ 4.72 $ 12,769

Total repurchases in the quarter 1,537,122 $ 4.70

October 1, 2024 - October 31, 2024 1,175,872 $ 4.64 $ 7,310

November 1, 2024 - November 29, 2024 798,398 $ 4.50 $ 3,721

December 3, 2024 - December 27, 2024 846,969 $ 4.50 $ —

Total repurchases in the quarter 2,821,239 $ 4.56

Total program repurchases 4,358,361 $ 4.61

Tax Benefits Preservation Charter Provision

The Company has a provision in its Amended and Restated Certificate of Incorporation, as amended (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change.

The purpose of the Charter Provision is to protect the Company’s ability to utilize potential tax assets, such as net operating loss carryforwards and tax credits to offset potential future taxable income.

The Repurchase Program had no time limit and did not require the repurchase of a minimum number of shares.

The common stock could be repurchased on the open market, in block trades, or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Exchange Act.

During December 2024, the Company completed the Repurchase Program with total common stock purchases of 4,358,361 shares for the aggregate amount of $ 20.0 million.

There were no stock repurchases during the year ended December 31, 2025.

EQUITY-BASED INCENTIVE PLANS

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The Plans allow grants of stock options, restricted stock units, and in the case of the 2013 Plan, allowed stock awards with respect to Acacia common stock to eligible individuals, which generally includes directors, officers, employees and consultants.

The 2013 Plan expired in May 2023, and as of the effective date of the 2024 Plan, the remaining shares available for issuance under the 2016 Plan were transferred to the 2024 Plan.

2013 Plan expired in May 2023, and as of the effective date of the 2024 Plan, the remaining shares available for issuance under the 2016 Plan were transferred to the 2024 Plan.

Therefore, Acacia exclusively grants awards under the 2024 Plan.

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The terms and conditions of such direct stock awards include the number of shares of common stock granted, and the conditions for vesting that must be satisfied, if any, which typically will be based on continued provision of services but may include performance-based vesting requirements.

Until the time at which the applicable restricted direct stock award vests, the holder of a restricted direct stock award will not have the rights of a stockholder provided, however, that any regular cash dividends with respect to unvested awards will be accrued by the

Company and will be subject to the same restrictions as the award.

The eligible individuals receiving awards under the 2016 Plan stock issuance program had full stockholder rights with respect to any shares of common stock issued to them under once those shares are vested.

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During June 2023, Acacia’s compensation committee adopted a long-term incentive program to incentivize and reward employees, including members of the Company’s executive leadership team, for driving Acacia’s performance over the longer-term and to align employees and shareholders.

Under the long-term incentive program, Acacia’s compensation committee granted RSUs subject to time-based vesting requirements and PSUs subject to performance-based vesting requirements to employees of the parent company, including the Company’s Chief Executive Officer, interim Chief Financial Officer, Chief Administrative Officer and General Counsel.

Under the long-term incentive program, Acacia’s compensation committee granted RSUs subject to time-based vesting requirements and PSUs subject to performance-based vesting requirements to employees of the parent company, including the Company’s Chief Executive Officer, former interim Chief Financial Officer, Chief Administrative Officer and General Counsel.

The grants are generally intended to cover two years of annual grants (fiscal years 2023 and 2024).

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The number of shares of common stock initially reserved for issuance under the 2016 Plan was 4,500,000 shares plus 625,390 shares of common stock available for issuance under the 2013 Plan, which were transferred into the 2016 Plan as of the effective date of the 2016 Plan.

In May 2022, security holders approved an increase of 5,500,000 shares of common stock authorized to be issued pursuant to the 2016 Plan.

In May 2022, security holders approved an increase of 5,500,000 shares of common

stock authorized to be issued pursuant to the 2016 Plan.

As of the effective date of the 2024 Plan, 1,421,848 shares of common stock remained available for issuance under the 2016 Plan.

The number of shares of common stock reserved for issuance under the 2024 Plan was 11,168,000 shares plus the 1,421,848 shares of common stock available for issuance under the 2016 Plan, which were transferred into the 2024 Plan as of the effective date of the 2024 Plan.

As of December 31, 2024, there were 12,428,239 shares of common stock remain available for grant under the 2024 Plan.

As of December 31, 2025, there were 12,165,676 shares of common stock available for grant under the 2024 Plan.

Upon the exercise of stock options, the granting of RSAs, or the delivery of shares pursuant to vested RSUs, it is Acacia’s policy to issue new shares of common stock.

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During the year ended December 31, 2025, there were no stock options granted.

The aggregate fair value of options vested during the years ended December 31, 2024 and 2023 was $ 521,000 and $309,000.

The aggregate fair value of options vested during the years ended December 31, 2025 and 2024 was $ 420,000 and $ 521,000 , respectively.

The following table summarizes nonvested restricted stock activity for the Plans:

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Unrecognized stock-based compensation expense at December 31, 2025 (in thousands) $ — $ 716 $ 749

Weighted average remaining vesting period at December 31, 2024 0.2 years 1.2 years zero years

RSAs and RSUs granted in 2024 are time-based and will vest in full after one to three years.

The aggregate fair value of RSAs vested during the years ended December 31, 2024 and 2023 was $ 623,000 and $ 731,000 .

The aggregate fair value of RSUs vested during the years ended December 31, 2024 and 2023 was $ 2.9 million and $1.5 million.

During the year ended December 31, 2024 , RSAs and RSUs totaling 803,593 shares were vested and 227,376 shares of common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the shares on th e vesting date.

PSUs granted in 2023 can be earned based upon the level of achievement of the Company’s compound annual growth rate of its adjusted book value per share, measured over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025.

Weighted average remaining vesting period at December 31, 2025 — 0.4 years 0.4 years

RSAs and RSUs granted are time-based and will vest in full after one to three years.

The aggregate fair value of RSAs vested during the years ended December 31, 2025 and 2024 was $ 496,000 and $ 623,000 , respectively.

The aggregate fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $ 2.3 million and $ 2.9 million, respectively.

During the year ended December 31, 2025 , RSAs and RSUs totaling 661,407 shares were vested and 175,602 shares of

common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the shares on th e vesting date.

PSUs granted can be earned based upon the level of achievement of the Company’s compound annual growth rate of its adjusted book value per share, measured over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025.

The number of PSUs granted in 2023 that can be earned ranges from 0% to 200% of the target number of PSUs granted (up to a maximum of 750,000 shares of Acacia’s common stock per recipient).

Such number of PSUs that are ultimately earned and eligible to vest will generally become vested on the third anniversary of the grant date subject to continued employment through such date.

The Company has expensed $ 1.4 million related to the PSUs based on the probability assessment performed as of December 31, 2024.

The Company expensed $ 3.1 million for the year ended December 31, 2025 related to the PSUs based on the probability assessment performed as of December 31, 2025.

Compensation expense for share-based awards recognized in general and administrative expenses was comprised of the following:

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RSUs 2,138 2,457

PSUs 3,055 1,391

Total compensation expense for share-based awards $ 5,738 $ 4,795

Total unrecognized stock-based compensation expense for time-based awards as of December 31, 2024 was $ 2.5 million, which will be amortized over a weighted average remaining vesting period of 1.1 years.

Total unrecognized stock-based compensation expense for time and performance based awards as of December 31, 2025 was $ 1.5 million, which will be amortized over a weighted average remaining vesting period of 5 months.

RETIREMENT SAVINGS PLANS AND SEVERANCE

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Deflecto has a defined contribution plan under Section 401(k) for salaried and hourly employees.

During the period from October 18, 2024 through December 31, 2024, Deflecto’s total contribution to the plan was $ 223,000 .

In addition, Deflecto contributes to a state sponsored retirement plan for its resident employees of China.

Contributions are based on approximately 15 % of participant base salaries during the period from October 18, 2024 through December 31, 2024.

During the years ended December 31, 2024 and 2023, Acacia entered into separation agreements related to the termination of certain employees.

During the year ended December 31, 2025, Deflecto’s total contribution to the plan was $ 305,000 and during the period from October 18, 2024 through December 31, 2024, Deflecto’s total contribution to the plan was $ 53,000 .

During the year ended December 31, 2024, Acacia entered into separation agreements related to the termination of certain employees.

The separation agreements generally provide base salary continuation payments and payments of employee and employer portions of monthly COBRA for a specified period.

During the year ended December 31, 2024, Acacia’s total severance expense was $ 203,000 and during the year ended December 31, 2023, total severance expense was a (credit) of $( 580,000 ) due to a reversal of a prior period accrued expense.

The components of (loss) income before income taxes were as follows:

During the year ended December 31, 2025 and 2024 total severance expense was zero and $ 203,000 , respectively.

The components of income (loss) before income taxes were as follows:

Years Ended December 31,

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Total $ 31,311 $ ( 38,147 )

For purposes of reconciling the Company’s provision for income taxes at the statutory rate a notional 21 % tax rate was applied as follows:

Years Ended December 31,

For purposes of reconciling the Company’s provision for income taxes at the statutory rate a notional 21 % tax rate was applied for the year ended December 31, 2025 as follows (in thousands, except percentage effective tax rate):

Income taxes (benefit) at statutory federal rate $ 6,576 21 %

State and local taxes, net of federal income tax effect (1)

( 386 ) ( 1 ) %

Foreign tax effects

Other foreign jurisdictions 163 1 %

Effect of cross-border tax laws

Other 345 1 %

Foreign tax credits ( 138 ) — %

Expired foreign tax credits 4,426 14 %

Changes in valuation allowance ( 4,152 ) ( 13 ) %

Nontaxable or nondeductible items

Nondeductible officer compensation 653 2 %

Non-controlling partnership earnings ( 586 ) ( 2 ) %

Other nontaxable or nondeductible items 173 1 %

Other adjustments

Other ( 92 ) — %

Worldwide uncertain tax position ( 141 ) — %

Effective income tax rate 6,841 22 %

_________________________

(1) The states that contribute to the majority (greater than 50%) of the tax effect in this category include California and Texas.

The amounts of cash taxes paid, net by the Company for the year ended December 31, 2025 are as follows (in thousands):

Federal $ 400

All other states 216

Other foreign jurisdictions 309

For purposes of reconciling the Company’s provision for income taxes at the statutory rate a notional 21 % tax rate was applied for the year ended December 31, 2024 as follows:

Statutory federal tax rate 21 %

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Expired tax attributes ( 15 ) %

Foreign tax credits — % ( 3 ) %

Derivative fair value adjustment — % ( 3 ) %

Transaction Costs ( 2 ) %

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Change in valuation allowance 4,174 4,841

Income tax benefit $ 3,449 $ 1,504

Income tax (expense) benefit $ ( 6,841 ) $ 3,449

The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following:

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The valuation allowance decreased by $ 4.2 million for the year ended December 31, 2025.

The $ 4.0 million decrease included a decrease of $ 5.1 million for expired foreign tax credits, an increase of $ 800,000 recorded in purchase accounting for state net operating losses and an increase of $ 300,000 for state net operating losses generated in the current year.

The $ 4.2 million decrease included a decrease of $ 4.4 million for expired foreign tax credits, an increase of $ 660,000 recorded against foreign tax credits and foreign net operating losses, and a decrease of $ 405,000 for state net operating losses estimated to be utilized in the future.

The valuation allowance decreased by $ 4.0 million for the year ended December 31, 2024 as a result of the use of tax attributes against 2024 earnings and the release of valuation allowance on the remaining federal net operating losses for which positive evidence supported the realization as of December 31, 2024.

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Pursuant to Section 382 and 383 of the Internal Revenue Code (“IRC”), annual use of the Company’s NOL and credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period.

upon the occurrence of an ownership change under Section 382 as outlined above, utilization of the tax attributes including the Company’s NOL and credit carryforwards are subject to an annual limitation, which is determined by first

multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could be subject to additional adjustments, as required.

Upon the occurrence of an ownership change under Section 382 as outlined above, utilization of the tax attributes

including the Company’s NOL and credit carryforwards are subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could be subject to additional adjustments, as required.

Any limitation may result in expiration of a portion of the NOL or R&D credit carryforwards before utilization.

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Beginning balance $ 935 $ 757

Additions for current year tax positions — —

Additions included in purchase accounting for prior year positions — 178

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No interest and penalties have been recorded for the unrecognized tax benefits for the periods presented.

Acacia has identified no uncertain tax position for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within 12 months.

Acacia is subject to taxation in the U.S.

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We have elected to account for GILTI in the year the tax is incurred.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The Company has incorporated the OBBBA changes in its income tax provision for the year ended December 31, 2025

INCOME (LOSS) PER SHARE

The following table presents the calculation of basic and diluted income/loss per share of common stock:

Years Ended December 31,

(In thousands, except share and per share data)

Net (loss) income attributable to Acacia Research Corporation $ ( 36,057 ) $ 67,060

Dividend on Series A redeemable convertible preferred stock — ( 1,400 )

Accretion of Series A redeemable convertible preferred stock — ( 3,230 )

Return on settlement of Series A redeemable convertible

preferred stock — ( 3,377 )

Undistributed earnings allocated to participating securities — ( 3,913 )

Net (loss) income attributable to common stockholders - Basic ( 36,057 ) 55,140

Change in fair value and gain on exercise of dilutive

Series B warrants — ( 4,287 )

Interest expense associated with Starboard Notes,

net of tax — 1,518

Undistributed earnings allocated to participating

securities — 3,913

Reallocation of undistributed earnings to participating

securities — ( 3,076 )

Net (loss) income attributable to common stockholders - Diluted $ ( 36,057 ) $ 53,208

Weighted average shares used in computing net income (loss)

per share attributable to common stockholders - Basic 99,213,835 75,296,025

Net income (loss) attributable to common stockholders - Basic 21,682 ( 36,057 )

Net income (loss) attributable to common stockholders - Diluted $ 21,682 $ ( 36,057 )

Weighted average shares used in computing net (loss)

income per share attributable to common stockholders - Basic 96,293,764 99,213,835

Potentially dilutive common shares:

Employee stock options and restricted stock units — 163,738

Series B Warrants — 16,952,055

Weighted average shares used in computing net income (loss)

Employee stock options, restricted stock units and performance stock units 864,455 —

Weighted average shares used in computing net (loss) income

per share attributable to common stockholders - Diluted 97,158,219 99,213,835

Basic net (loss) income per common share $ ( 0.36 ) $ 0.73

Diluted net (loss) income per common share $ ( 0.36 ) $ 0.58

Anti-dilutive potential common shares excluded from the

computation of diluted net income/loss per share:

Basic net income (loss) per common share $ 0.23 $ ( 0.36 )

Diluted net income (loss) per common share $ 0.22 $ ( 0.36 )

Anti-dilutive potential common shares excluded from the computation of diluted net (loss) income per share:

Equity-based incentive awards 192 3,883,847

Series B warrants — —

Total 192 3,883,847

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Printers consist of hardware and embedded software and may be sold with maintenance service agreements.

Consumable products include inked ribbons which are used in Printronix’s printers.

Consumable products include inked ribbons which are used in

Printronix’s printers.

Printronix’s products are primarily sold through channel partners, such as dealers and distributors, to end-users.

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Benchmark seeks to acquire predictable and shallow decline, cash flowing oil and gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage.

The Energy Operations reporting segment did not exist prior to the acquisition of Benchmark in November 2023, accordingly, the periods presented below include Benchmark’s operations for the full year ended December 31, 2024, which include post-asset acquisition earnings related to the Revolution Transaction, compared to an approximate two month period ended December 31, 2023.

The Company’s Manufacturing Operations segment generates operating income by serving a broad range of wholesale and retail markets within the highly-fragmented specialty plastics industry.

Deflecto primarily designs and manufactures (i) “take-one” point of purchase brochure, folder and applications display holders, (ii) plastic injection-molded office supply and arts, crafts and education products, (iii) plastic and aluminum air venting and air control products, (iv) extruded vinyl chair mats, (v) safety reflectors for bicycles and (vi) mud flaps and splash guards for the heavy duty truck market.

The Manufacturing Operations reporting segment did not exist prior to the acquisition of Deflecto in October 2024, accordingly, the periods presented below include Deflecto’s operations from October 18, 2024 through December 31, 2024.

As of and for the year ended December 31, 2023, the consolidated results represented the results of the Intellectual Property Operations and Industrial Operations and an approximate two month period ended December 31, 2023 results of the Energy Operations.

In addition to the reportable segments above, we have a Parent category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, including legal, human resources, accounting, analytics, finance as well as other general business costs.

We regularly provided management reports to CODM that includes segment revenue and segment operating income (loss).

The significant segment expense regularly provided to CODM include cost of revenue and operating expenses.

There were no significant inter-segment transactions.

The Company’s reportable segment information, including Deflecto’s operations from October 18, 2024 through December 31, 2024, is as follows:

Year Ended December 31, 2024

Intellectual Property Operations Industrial Operations Energy Operations Manufacturing Operations Total

Deflecto primarily designs and manufactures (i) “take-one” point of purchase brochure, folder and applications display holders, (ii) plastic injection-molded office supply and arts, crafts and education products, (iii) plastic and aluminum air venting and air control products, (iv) extruded vinyl floor mats, (v) safety reflectors for bicycles and (vi) emergency warning triangles and mud flaps and splash guards for the heavy duty truck market and transportation industry.

We regularly provide management reports to the CODM that include segment revenue and segment operating income (loss).

The significant segment expense reports regularly provided to the CODM include cost of revenue and operating expenses.

There were no significant inter-segment transactions during the years ended December 31, 2025 and 2024.

The Company’s reportable segment information is as follows:

Years Ended December 31,

Intellectual Property Operations Industrial Operations Energy Operations Manufactur-

ing Operations Total Intellectual Property Operations Industrial Operations Energy Operations Manufactur-

ing Operations Total

(In thousands)

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Air distribution — — — 37,586 37,586 — — — 7,782 7,782

Safety products — — — 7,977 7,977

Transportation safety — — — 42,568 42,568 — — — 7,977 7,977

Office products — — — 34,638 34,638 — — — 7,424 7,424

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Cost of sales - manufacturing operations — — — 86,949 86,949 — — — 16,904 16,904

Cost of production — — 36,291 — 36,291

Total cost of revenues 24,551 14,912 36,291 16,904 92,658

Segment gross (loss) profit ( 5,026 ) 15,509 12,892 6,279 29,654

Other operating expenses:

General and administrative expenses 8,826 13,705 3,427 6,303 32,261

Total other operating expenses 8,826 13,705 3,427 6,303 32,261

Segment operating (loss) income $ ( 13,852 ) $ 1,804 $ 9,465 $ ( 24 ) ( 2,607 )

Parent general and administrative expenses 30,319

Operating loss ( 32,926 )

Total other expense ( 5,221 )

Loss before income taxes $ ( 38,147 )

Information for t he Company’s three reportable segments for the year ended December 31, 2023 is as follows:

Year Ended December 31, 2023

Intellectual Property Operations Industrial Operations Energy Operations Total

(In thousands)

License fees $ 89,156 $ — $ — $ 89,156

Revenues - industrial operations — 35,098 — 35,098

Oil sales — — 256 256

Natural gas sales — — 372 372

Natural gas liquids sales — — 220 220

Total revenues 89,156 35,098 848 125,102

Cost of revenues:

Cost of sales - intellectual property operations 34,164 — — 34,164

Cost of sales - industrial operations — 18,009 — 18,009

Cost of production — — 656 656

Cost of production - energy — — 49,315 — 49,315 — — 36,291 — 36,291

Total cost of revenues 50,013 14,475 49,315 86,949 200,752 24,551 14,912 36,291 16,904 92,658

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Other operating expenses:

General and administrative expenses 7,402 16,365 264 24,031

Total other operating expenses 7,402 16,365 264 24,031

General and administrative expenses and sales and marketing expenses 8,985 12,597 4,320 27,497 53,399 8,826 13,705 3,427 6,303 32,261

Segment operating income (loss) $ 19,357 $ 1,195 $ 10,183 $ 346 31,081 $ ( 13,852 ) $ 1,804 $ 9,465 $ ( 24 ) ( 2,607 )

Parent general and administrative expenses 24,672 30,319

Operating income 20,936

Total other income 46,490

Income before income taxes $ 67,426

The Company’s reportable asset segment information is as follows:

Operating income (loss) 6,409 ( 32,926 )

Total other income (expense) 24,902 ( 5,221 )

Income (loss) before income taxes $ 31,311 $ ( 38,147 )

The Company’s reportable asset information by segment is as follows:

(In thousands)

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Printronix’s net sales to external customers are attributed to geographic areas based upon the final destination of products shipped.

The Company, primarily through its Printronix and Deflecto subsidiary, has identified three global regions for marketing its products and services:

Americas, Europe, Middle East and Africa, and Asia-Pacific.

Deflecto’s net sales to external customers are attributed to geographic areas based upon the origin of products shipped.

The Company, primarily

through its Printronix and Deflecto subsidiaries, has identified three global regions for marketing its products and services:

Europe, Middle East and Africa;

and Asia-Pacific.

Assets are summarized based on the location of held assets.

Benchmark’s sales are only attributed to the United States of America.

Year Ended December 31, 2024

Intellectual Property Operations Industrial Operations Energy Operations Manufacturing Operations Total

(In thousands)

Revenues by geographic area:

United States $ 7,957 $ 12,855 $ 49,183 $ 13,400 $ 83,395

Canada and Latin America 6 857 — 3,569 4,432

Total Americas 7,963 13,712 49,183 16,969 87,827

Europe, Middle East and Africa — 7,974 — 1,575 9,549

China 4,650 1,482 — 3,923 10,055

India — 2,700 — 26 2,726

Asia-Pacific, excluding China and India 6,912 4,553 — 690 12,155

Total Asia-Pacific 11,562 8,735 — 4,639 24,936

Total revenues $ 19,525 $ 30,421 $ 49,183 $ 23,183 $ 122,312

Year Ended December 31, 2023

Intellectual Property Operations Industrial Operations Energy Operations Total

Years Ended December 31,

Intellectual Property Operations Industrial Operations Energy Operations Manufactur-

ing Operations Total Intellectual Property Operations Industrial Operations Energy Operations Manufactur-

ing Operations Total

(In thousands)

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December 31, 2025

Intellectual Property Operations Industrial Operations Energy Operations Manufacturing Operations Total

Intellectual Property Operations Industrial Operations Energy Operations Manufactur-

ing Operations Total

(In thousands)

6 unchanged sentences

December 31, 2024

Intellectual Property Operations Industrial Operations Energy Operations Total

Intellectual Property Operations Industrial Operations Energy Operations Manufactur-

ing Operations Total

(In thousands)

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United States $ 126 $ 220 $ 192,435 $ 7,685 $ 200,466

Canada — — — 7,225 7,225

Europe — 99 — 4,257 4,356

Asia-Pacific — 925 — 2,573 3,498

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SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions through the filing of this Annual Report on Form 10-K, and determined that no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

The Company evaluated subsequent events and transactions through the filing of this Annual Report on Form 10-K, and determined that, except as set forth below, no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

On March 11, 2026, the Company entered into an amendment to the Deflecto Credit Agreement (the “Deflecto Credit Agreement Amendment”), which, among other things, (i) decreased the Deflecto Revolving Credit Facility from $20 million to $10 million, (ii) set a fixed applicable margin of 3.50% for “Adjusted Term SOFR Rate” (as defined in the Deflecto Credit Agreement) borrowings through the reporting date of the March 31, 2027 financial statements required to be delivered under the Deflecto Credit Agreement, and (iii) obtained more favorable total net leverage ratio and fixed charge coverage ratio covenants in the near term.

Supplemental Information on Oil and Natural Gas Properties (Unaudited)

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The following table reflects the costs incurred in oil and gas property acquisition, exploration and development activities.

Year Ended December 31, 2024

Years Ended December 31,

(in thousands)

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Capitalized costs pertain to the producing activities in the Anadarko basin:

Year Ended December 31, 2024

Years Ended December 31,

(in thousands)

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Properties not being amortized (1)

$ 9,404 $ 4,848

Properties being amortized (1)

215,107 206,094

Total capitalized costs $ 224,511 $ 210,942

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_________________________

(1) Includes the acquisition of property costs related to the Revolution acquisition.

(1) The year ended December 31, 2025 includes $1.3 million of costs classified as work-in-progress.

The year ended December 31, 2024 includes the acquisition of property costs related to the Revolution acquisition.

Results of Operations

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Income tax expense has been calculated using statutory income tax rates, and then giving effect to permanent differences associated with oil and gas producing activities.

Year Ended December 31, 2024

Years Ended December 31,

(in thousands)

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(MBbl) Natural Gas

Proved reserves as of December 31, 2023 361 18,444 1,156 4,591

Total net proved reserves as of December 31, 2023 (1)

361 18,444 1,156 4,591

Revisions of previous estimates 126 (2,902) 60 (298)

Extensions and discoveries — — — —

Purchase of minerals in place 5,192 57,246 7,933 22,666

Production (364) (4,678) (536) (1,680)

Proved reserves as of December 31, 2024 5,315 68,110 8,613 25,279

Total net proved reserves as of December 31, 2024 (1)

5,315 68,110 8,613 25,279

Revisions of previous estimates (357) (3,842) (964) (1,961)

Extensions and discoveries 2,392 22,614 3,439 9,600

Purchase of minerals in place 734 4,445 691 2,166

Production (453) (5,827) (657) (2,081)

Total net proved reserves as of December 31, 2025 (1)

7,631 85,500 11,122 33,003

Year-end proved developed reserves

3 unchanged sentences

2025 2,757 24,791 3,760 10,649

_________________________

(1) In connection with our investment in Benchmark in November 2023 and Benchmark’s subsequent acquisition of the Revolution assets in 2024, we commenced an evaluation of the development potential of Benchmark’s undrilled assets.

Benchmark had not adopted a long-term development plan as of December 31, 2024 or 2023 and, in accordance with SEC rules, its undrilled assets could not be classified as having proved undeveloped reserves for such periods.

As a result, Benchmark’s estimated net proved reserves at December 31, 2024 and 2023 consist entirely of proved developed reserves.

Benchmark had not adopted a long-term development plan as of December 31, 2024 and, in accordance with SEC rules, its unproved and unevaluated properties could not be classified as having proved undeveloped reserves as of such dates.

All proved undeveloped reserves as of December 31, 2025 are part of a development plan adopted by Benchmark in 2025 indicating that such locations are scheduled to be drilled within five years of initial booking.

Revisions of Previous Estimates

Benchmark had a downward revision of previous estimates of 298 MBoe in 2024.

789 MBoe of the downward revisions are due to price decreases in the trailing 12-month averages for oil, gas and NGLs that was partially offset by 491 MBoe of positive revisions due to the performance of its well due to the positive impact of the 2024 workover programs.

Purchase of Reserves

During 2024, Benchmark had reserve additions due to the acquisition of 22.7 MMBoe in the Anadarko Basin.

Benchmark had downward revisions of previous estimates of proved reserves of 1,961 MBoe and 298 MBoe in 2025 and 2024, respectively.

In 2025, 1,942 MBoe of the downward revisions are due to price decreases in the trailing 12-month averages for oil, gas and NGLs.

In 2024, 789 MBoe of the downward revisions are due to price decreases in the trailing 12-month averages for oil, gas and NGLs that was partially offset by 491 MBoe of positive revisions due to the performance of its well due to the positive impact of the 2024 workover programs.

Purchase of Minerals in Place

During 2025, Benchmark had reserve additions due to the acquisition of 2,166 MBoe in the Anadarko Basin.

During 2024, Benchmark had reserve additions due to the acquisition of 22,666 MBoe in the Anadarko Basin.

For additional information on these asset additions, see Note 1—Description of Business—“Energy Operations Acquisition.”

Extensions and Discoveries

During 2025, Benchmark added 9,600 Mboe of proved reserves, of which, 9,330 Mboe related to new proved undeveloped reserves in the Anadarko Basin resulting from new development activities in the area which commenced in 2025.

Proved Undeveloped Reserves

Proved undeveloped reserves include those reserves that are expected to be recovered from future wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

Undeveloped reserves may be classified as proved reserves on undrilled acreage directly offsetting development areas that are reasonably certain of economic producibility when drilled or where reliable technology provides reasonable certainty of economic producibility.

Undrilled locations may be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless specific circumstances justify a longer time.

As of December 31, 2024, Benchmark did not record any net proved undeveloped reserves as there had been no adopted development plan.

In 2025, Benchmark adopted a development plan and spud their first horizontal development well in the Anadarko Basin which is expected to be completed and on production in March 2026.

The following table provide a reconciliation of our net proved undeveloped reserves for the years ended December 31, 2025:

Balance at December 31, 2024 —

Revisions of previous estimates —

Extensions and discoveries 9,330

Purchase of reserves 1,319

Balance at December 31, 2025 10,649

As of December 31, 2025, the Company expects to develop all of its PUD reserves, including all wells drilled but not yet completed within five years after the initial year booked through use of its Credit Facility and operating cash flows.

All of the Benchmark’s PUD reserves are within its core acreage in the Anadarko Basin.

Standardized Measure

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The following tables reflect Benchmark’s standardized measure of discounted future net cash flows from its proved reserves.

Year Ended December 31, 2024

Years Ended December 31,

(in thousands)

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For 2025 estimates, Benchmark’s future realized prices were assumed to be $63.02 per Bbl for oil, $1.96 per Mcf for natural gas and $22.35 per Bbl for NGLs.

Of the $146.3 million of future development and abandonment costs as of the end of 2025, $26.1 million, $15.9 million and $19.3 million are estimated to be spent in 2026, 2027 and 2028, respectively.

For 2024 estimates, Benchmark’s future realized prices were assumed to be $72.01 per Bbl for oil, $0.86 per Mcf for natural gas and $25.16 per Bbl for NGLs.

Of the $24.4 million of future development and abandonment costs as of the end of 2024, $900,000, $900,000 and $2.4 million are estimated to be spent in 2025, 2026 and 2027, respectively.

Future development costs include not only development costs but also future asset retirement costs.

Included as part of the $24.4 million of future development costs are $22.3 million of future asset retirement costs.

During 2025, included as part of the $146.3 million of future development costs are $23.5 million of future asset retirement costs.

During 2024, included as part of the $24.4 million of future development costs are $22.3 million of future asset retirement costs.

The future income tax expenses have been computed using statutory tax rates, giving effect to allowable tax deductions and tax credits under current laws.

The principal changes in Benchmark’s standardized measure of discounted future net cash flows are as follows:

Year Ended December 31, 2024

Years Ended December 31,

(in thousands)

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Net changes in prices and production costs 9,615 (23,579)

Extensions and discoveries 36,346 —

Revisions of previous quantity estimates (13,486) (1,891)

Purchases 176,332

Purchases of reserves 25,282 176,332

Changes in estimated future development costs (912) 1,993

Development costs incurred during the period 297 —

Accretion of discount 16,759 14,214

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures