Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods
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specified in the SEC’s rules and forms and that this information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 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 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. 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. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
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.
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
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.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Acacia Research Corporation
Opinion on internal control over financial reporting
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, 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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process 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 company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Houston, Texas
March 12, 2026
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ITEM 9B. OTHER INFORMATION
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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Except as provided below, in accordance with General Instruction G(3) to Form 10-K, certain information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the close of our fiscal year.
Code of Conduct
We have adopted a Code of Conduct that applies to all employees, including our principal executive officer and principal financial officer and any persons performing similar functions. Our Code of Conduct is provided on our internet website at www.acaciaresearch.com .
ITEM 11. EXECUTIVE COMPENSATION
In accordance with General Instruction G(3) to Form 10-K, the information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the close of our fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
In accordance with General Instruction G(3) to Form 10-K, the information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the close of our fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
In accordance with General Instruction G(3) to Form 10-K, the information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the close of our fiscal year.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
In accordance with General Instruction G(3) to Form 10-K, the information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the close of our fiscal year.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report.
(1) Financial Statements.
Page
Acacia Research Corporation Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )
F- 1
Consolidated Balance Sheets as of December 31, 202 5 and 2024
F- 3
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 202 5 and 20 24
F- 4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 202 5 and 20 24
F- 5
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 and 2024
F- 6
Notes to Consolidated Financial Statements
F- 7
Supplemental Information on Oil and Natural Gas Producing Activities (Unaudited)
F- 54
(2) Financial Statement Schedules.
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.
Refer to Item 15(b) below.
(b) Exhibits. The following exhibits are either filed herewith or incorporated herein by reference:
Exhibit
Number Description
2.1^ Purchase and Sale Agreement dated February 16, 2024 by and between Revolution Resources II, LLC, Revolution II NPI Holding Company, LLC, Jones Energy, LLC, Nosley Assets, LLC, Nosley Acquisition, LLC, and Nosley Midstream, LLC, as Sellers, and BE Anadarko II, LLC, as Buyer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 20, 2024)
2.2^ Stock Purchase Agreement dated as of October 18, 2024, by and among Deflecto Holdco LLC, as Purchaser, Deflecto Holdings, LLC and Evriholder Finance LLC (collectively, the “Sellers”), Deflecto Acquisition, Inc. 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 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)
3.3 Certificate of Retirement of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed on August 2, 2023)
4.1# Description of Acacia Research Corporation Capital Stock
10.1* Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 16, 2020)
10.2* Acacia Research Corporation Amended and Restated Executive Severance Policy (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 26, 2009)
10.3* 2013 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 24, 2013)
10.4* Form of Stock Issuance Agreement under the 2013 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on May 22, 2013)
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10.5* 2016 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed on August 9, 2016)
10.6* Form of Stock Option Agreement under the 2016 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 10, 2017)
10.7* Form of Stock Issuance Agreement under the 2016 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 10, 2017)
10.8* Employment Agreement, dated June 19, 2020, by and between Acacia Research Group, LLC and Marc W. Booth (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 25, 2020)
10.9* Employment Agreement, effective March 16, 2021, by and between Acacia Research Group, LLC and Jason Soncini (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 22, 2021)
10.10* Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed on August 3, 2023)
10.11* Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed on August 3, 2023)
10.12* Amended and Restated Employment Agreement, effective February 13, 2024, by and between Acacia Research Corporation and Martin D. McNulty, Jr. (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 (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)
10.15 Recapitalization Agreement dated October 30, 2022, by and among Acacia Research Corporation, Starboard Value Partners LP and the investors listed on the Schedule of Investors attached thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 1, 2022)
10.16 Amended and Restated Registration Rights Agreement dated as of February 14, 2023, by and among Acacia Research Corporation and the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 14, 2023)
10.17^ 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)
10.18^ 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)
10.20^ 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)
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)
10.22#^ 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)
21.1#
List of Subsidiaries
23.1#
Consent of Independent Registered Public Accounting Firm, Grant Thornton LLP
23.2# Consent of Cawley, Gillespie & Associates, Inc . as of December 31, 2025
24.1 Power of Attorney (included in the signature page hereto).
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31.1#
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2#
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1†
Certification of Principal Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
32.2†
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. Section 1350
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. as of December 31, 20 25
101#
The following financial statements from the Company’s Annual Report on Form 10-K for the years ended December 31, 2025 and 2024, formatted in Inline Extensible Business Reporting Language (iXBRL) include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders' Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104#
Cover Page Interactive Data File (formatted in iXBRL and included in Exhibit 101).
____________________
* The referenced exhibit is a management contract, compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(a)(3) of Form 10-K.
^ This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment for any schedules or exhibits so furnished.
# Filed herewith.
† The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Acacia Research Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language contained in any filing.
(c) Other financial statement schedules.
Not applicable.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ACACIA RESEARCH CORPORATION
Dated: March 12, 2026 By: /s/ Martin D. McNulty Jr.
Martin D. McNulty Jr.
Chief Executive Officer (Principal Executive Officer and Duly Authorized Signatory)
POWER OF ATTORNEY
We, the undersigned directors and officers of Acacia Research Corporation, do hereby constitute and appoint Martin D. McNulty Jr. 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and the capacities and on the dates indicated.
Signature Title Date
/s/ Martin D. McNulty Jr. Chief Executive Officer and Director March 12, 2026
Martin D. McNulty Jr. (Principal Executive Officer)
/s/ Michael Zambito Chief Financial Officer March 12, 2026
Michael Zambito (Principal Financial and Accounting Officer)
/s/ Gavin Molinelli Director March 12, 2026
Gavin Molinelli
/s/ Isaac Kohlberg Director March 12, 2026
Isaac Kohlberg
/s/ Maureen O’Connell Director March 12, 2026
Maureen O’Connell
/s/ Geoffrey Ribar Director March 12, 2026
Geoffrey Ribar
/s/ Ajay Sundar Director March 12, 2026
Ajay Sundar
/s/ Michelle Felman Director March 12, 2026
Michelle Felman
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Acacia Research Corporation
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, 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, 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
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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 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. To estimate the volume of proved reserves and future net revenue, management makes significant estimates and assumptions including forecasting the production decline rate of producing properties. In addition, the estimation of proved reserves is also impacted by management’s judgments and estimates regarding the financial performance of wells associated with proved reserves to determine if wells are expected with reasonable certainty to be economical under the appropriate pricing assumptions required in the estimation of DD&A expense. We identified the estimation of proved reserves of oil and natural gas properties as a critical audit matter.
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The principal consideration for our determination that the estimation of proved reserves is a critical audit matter is that changes in certain inputs and assumptions necessary to estimate the volumes and future net revenues of the Company’s proved reserves requires a high degree of subjectivity necessary to estimate the volume and future revenues of the Company’s reserves, and could have a significant impact on the measurement of DD&A expense. In turn, auditing those inputs and assumptions required subjective and complex auditor judgment. Our audit procedures related to the estimation of proved reserves included the following, among others.
• 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:
• 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; and
• 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
We have served as the Company’s auditor since 2022.
Houston, Texas
March 12, 2026
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ACACIA RESEARCH CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 306,719 $ 273,880
Equity securities 17,551 23,135
Equity securities without readily determinable fair value 5,816 5,816
Equity method investments 30,934 30,934
Loans receivable 15,299 —
Accounts receivable, net 26,165 26,909
Inventories 26,559 27,485
Prepaid expenses and other current assets 21,050 31,987
Total current assets 450,093 420,146
Property, plant and equipment, net 21,291 23,865
Oil and natural gas properties, net 190,705 191,680
Goodwill 25,790 29,339
Other intangible assets, net 48,148 55,429
Operating lease, right-of-use assets 11,500 9,287
Deferred income tax assets, net 14,836 20,233
Other non-current assets 8,593 6,415
Total assets $ 770,956 $ 756,394
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,358 $ 12,074
Accrued expenses and other current liabilities 19,661 20,575
Accrued compensation 6,727 6,277
Current asset retirement obligation 1,589 1,546
Royalties and contingent legal fees payable 6,761 5,448
Deferred revenue 945 1,319
Current portion of long-term debt — 2,400
Total current liabilities 49,041 49,639
Asset retirement obligation 32,586 31,070
Long-term lease liabilities 8,424 6,778
Deferred income tax liabilities, net 2,152 2,609
Benchmark revolving credit facility 59,500 66,500
Deflecto facility 32,566 45,088
Other long-term liabilities 2,655 2,091
Total liabilities 186,924 203,775
Commitments and contingencies (Note 16)
Stockholders' equity:
Preferred stock, par value $ 0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding
— —
Common stock, par value $ 0.001 per share; 300,000,000 shares authorized; 96,475,469 and 96,048,999 shares issued and outstanding as of December 31, 2025 and 2024, respectively
96 96
Treasury stock, at cost, 20,542,064 shares as of December 31, 2025 and 2024, respectively
( 118,542 ) ( 118,542 )
Accumulated other comprehensive income (loss) 670 ( 1,180 )
Additional paid-in capital 915,330 910,237
Accumulated deficit ( 254,104 ) ( 275,786 )
Total Acacia Research Corporation stockholders' equity 543,450 514,825
Noncontrolling interests 40,582 37,794
Total stockholders' equity 584,032 552,619
Total liabilities and stockholders' equity $ 770,956 $ 756,394
The accompanying notes are an integral part of these consolidated financial statements.
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ACACIA RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share data)
Years Ended December 31,
2025 2024
Revenues:
Intellectual property operations $ 78,355 $ 19,525
Industrial operations 28,267 30,421
Energy operations 63,818 49,183
Manufacturing operations 114,792 23,183
Total revenues 285,232 122,312
Costs and expenses:
Cost of revenues - intellectual property operations 50,013 24,551
Cost of revenues - industrial operations 14,475 14,912
Cost of production - energy operations 49,315 36,291
Cost of revenues - manufacturing operations 86,949 16,904
Sales and marketing expenses - industrial and manufacturing operations 12,954 7,217
General and administrative expenses 65,117 55,363
Total costs and expenses 278,823 155,238
Operating income (loss) 6,409 ( 32,926 )
Other income (expense):
Equity securities investments:
Change in fair value of equity securities 1,092 ( 31,412 )
(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 )
Service provider settlement, net 15,750 —
Gain on derivatives - energy operations 7,449 2,016
Gain (loss) on foreign currency exchange 414 ( 370 )
Interest expense ( 8,989 ) ( 6,464 )
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 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 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 income (loss) per common share $ 0.22 $ ( 0.36 )
Other comprehensive income (loss):
Foreign currency translation $ 1,850 $ ( 1,180 )
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 income (loss) attributable to Acacia Research Corporation $ 23,532 $ ( 37,237 )
The accompanying notes are an integral part of these consolidated financial statements.
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ACACIA RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share data)
Year Ended December 31, 2025
Common Stock Treasury Stock Additional
Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling
Interests in
Operating Subsidiaries Total
Stockholders' Equity
Shares Amount
Balance at December 31, 2024 96,048,999 $ 96 $ ( 118,542 ) $ 910,237 $ ( 275,786 ) $ ( 1,180 ) $ 37,794 $ 552,619
Net income including
noncontrolling interests in
subsidiaries — — — — 21,682 — 2,788 24,470
Other comprehensive income — — — — — 1,850 — 1,850
Stock options exercised 8,333 — — 30 — — — 30
Issuance of common stock for
vesting of restricted stock units 524,208 — — — — — — —
Issuance of common stock for
unvested restricted stock awards,
net of forfeitures 69,531 — — — — — — —
Shares withheld related to net
share settlement of
share-based awards ( 175,602 ) — — ( 675 ) — — — ( 675 )
Compensation expense for
share-based awards — — — 5,738 — — — 5,738
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
Common Stock Treasury Stock Additional
Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling
Interests in
Operating Subsidiaries Total
Stockholders' Equity
Shares Amount
Balance at December 31, 2023 99,895,473 $ 100 $ ( 98,258 ) $ 906,153 $ ( 239,729 ) $ — $ 21,343 $ 589,609
Net (loss) income including
noncontrolling interests in
subsidiaries — — — — ( 36,057 ) — 1,359 ( 34,698 )
Other comprehensive loss — — — — — ( 1,180 ) — (1,180)
Contributions to noncontrolling
interests in subsidiaries — — — — — — 15,250 15,250
Change in ownership percentage in
subsidiary — — — 158 — — ( 158 ) —
Stock options exercised 61,667 — — 223 — — — 223
Issuance of common stock for
vesting of restricted stock units 657,515 — — — — — — —
Issuance of common stock for
unvested restricted stock awards,
net of forfeitures 20,081 — — — — — — —
Shares withheld related to net
share settlement of
share-based awards ( 227,376 ) — — ( 1,092 ) — — — ( 1,092 )
Compensation expense for
share-based awards — — — 4,795 — — — 4,795
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
The accompanying notes are an integral part of these consolidated financial statements.
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ACACIA RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended December 31,
2025 2024
Cash flows from operating activities:
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:
Depreciation, depletion and amortization 43,348 33,574
Accretion of asset retirement obligation 1,734 986
Loss on disposal of assets 169 —
Compensation expense for share-based awards 5,738 4,795
(Gain) loss on foreign currency exchange ( 414 ) 370
Change in fair value of equity securities ( 1,092 ) 31,412
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
Inventories 212 1,054
Prepaid expenses and other assets ( 5,286 ) ( 9,329 )
Accounts payable and accrued expenses 3,143 ( 8,124 )
Royalties and contingent legal fees payable 1,312 ( 5,338 )
Deferred revenue 98 497
Net cash provided by operating activities 75,242 50,122
Cash flows from investing activities:
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
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 )
Contributions from noncontrolling interest — 15,250
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 exercise of stock options 30 223
Net cash (used in) provided by financing activities ( 22,733 ) 97,556
Effect of exchange rates on cash and cash equivalents 1,337 ( 926 )
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, net 2,297 1,048
Noncash investing and financing activities:
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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ACACIA RESEARCH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Acacia Research Corporation (the “Company,” “Acacia,” “we,” “us,” or “our”) is a disciplined value-oriented acquirer and operator of businesses across public and private markets and industries including but not limited to the industrial, energy and technology sectors. We acquire businesses with a view towards strong free cash flow generation and with an ability to scale where we can tap into our deep industry relationships, significant capital base, and transaction expertise to materially improve performance. We are focused on sourcing, execution, and improvement. 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. These are the pillars of the Acacia story.
Acacia creates value by building relationships and providing transaction expertise to create acquisition opportunities where we can meaningfully improve performance. We focus on identifying, pursuing, and acquiring businesses where we are uniquely positioned to deploy our differentiated strategy, people and processes to generate and compound shareholder value. We have a wide range of transactional and operational capabilities to realize the intrinsic value of the businesses that we acquire. Our ideal transactions include the acquisition of public or private companies, the acquisition of divisions of other companies, or structured transactions that can result in the recapitalization or restructuring of the ownership of a business to enhance value.
We are particularly attracted to complex situations where we believe value is not fully recognized, the value of certain operations is masked by a diversified business mix, or where private ownership has not invested the capital and/or resources necessary to support long-term value. Through our public market activities, we aim to initiate strategic block positions in public companies as a path to complete whole company acquisitions or strategic transactions that unlock value. We believe this business model is differentiated from private equity funds, which do not typically own public securities prior to acquiring companies, hedge funds, which do not typically acquire entire businesses, and other acquisition vehicles such as special purpose acquisition companies, which are narrowly focused on completing one singular, defining acquisition.
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 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. We buy businesses to create platforms. The Company remains focused on acquiring and building businesses that have stable cash flow generation with an ability to scale, while retaining the flexibility to make opportunistic acquisitions with high risk-adjusted return characteristics. Acacia then has optionality to grow and reinvest free cash flow or look to monetize and build new platforms.
Relationship with Starboard Value, LP
Our strategic relationship with Starboard Value, LP (together with certain funds and accounts affiliated with, or managed by, Starboard Value, LP, “Starboard”), the Company’s controlling shareholder, provides us access to industry expertise, and operating partners and industry experts to evaluate potential acquisition opportunities and enhance the oversight and value creation of such businesses once acquired. Starboard has provided, and we expect will continue to provide, ready access to its extensive network of industry executives and, as part of our relationship, Starboard has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate acquisition opportunities. We have also entered into the Services Agreement (as defined below) with Starboard where Starboard has agreed to provide certain trade execution, research, due diligence, and other services on an expense reimbursement basis.
Intellectual Property Operations – Patent Licensing, Enforcement and Technologies Business
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
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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. We may also provide upfront capital to patent owners as an advance against future licensing revenue.
Currently, on a consolidated basis, our operating subsidiaries own or control the rights to multiple patent portfolios, which include U.S. patents and certain foreign counterparts, covering technologies used in a variety of industries. ARG generates revenues and related cash flows from the granting of IP rights for the use of patented technologies that its operating subsidiaries control or own.
Our Patent Licensing, Enforcement and Technologies Business depends upon the identification and investment in new patents, inventions and companies that own IP through relationships with inventors, universities, research institutions, technology companies and others. 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, 2025 and 2024, ARG obtained control of one and zero new patent portfolios, respectively.
Industrial Operations
Our Industrial Operations Business consists of Printronix, a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services. The Printronix business serves a diverse group of customers that operate across healthcare, food and beverage, manufacturing and logistics, and other sectors. This mature technology is known for its ability to operate in hazardous environments. 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 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”). 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. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring. 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.
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”). Pursuant to the Revolution Purchase Agreement, Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells (such purchase and sale, together with the other transactions contemplated by the Revolution Purchase Agreement, the “Revolution Transaction”) for a purchase price of $ 145 million in cash (the “Revolution Purchase Price”), subject to customary post-closing adjustments. 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
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Benchmark, including McArron Partners. Following closing, the Company’s interest in Benchmark is approximately 73.5 %. 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 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. 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Principles
The consolidated financial statements and accompanying notes are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Reclassifications
Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations or cash flows.
Principles of Consolidation
The consolidated financial statements include the accounts of Acacia and its wholly and majority-owned and controlled subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Noncontrolling interests in Acacia’s majority-owned and controlled operating subsidiaries (“noncontrolling interests”) are separately presented as a component of stockholders’ equity. 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 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. Viamet HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Acacia, is the majority shareholder of MalinJ1.
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. 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.
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Segment Reporting
The Company uses the management approach, which designates the internal organization that is used by management for making operating decisions and assessing performance as the basis of the Company’s reportable segments. Refer to Note 22 for additional information regarding our four reportable business segments: Intellectual Property Operations, Industrial Operations, Energy Operations and Manufacturing Operations.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Acacia believes that, of the significant accounting policies described herein, the accounting policies associated with revenue recognition, estimates of variable consideration for revenue, including sales returns, the valuation of equity securities without readily determinable fair value, the determination of excess and obsolete inventories, allowance for credit losses and discounts and customer rebates, product warranty liabilities, estimated crude oil and natural gas reserves, fair value of assets and liabilities acquired in a business combination, stock-based compensation expense, impairment of goodwill, patent-related and other intangible assets, the determination of the economic useful life of amortizable intangible assets, and income taxes and valuation allowances against net deferred tax assets, require its most difficult, subjective or complex judgments.
Revenue Recognition
Intellectual Property Operations
ARG’s revenue is recognized upon transfer of control (i.e., by the granting) of promised bundled IP Rights and other contractual performance obligations to licensees in an amount that reflects the consideration we expect to receive in exchange for those IP Rights. Revenue contracts that provide promises to grant the right to use IP Rights as they exist at the point in time at which the IP Rights are granted, are accounted for as performance obligations satisfied at a point in time and revenue is recognized at the point in time that the applicable performance obligations are satisfied and all other revenue recognition criteria have been met.
For the periods presented, revenue contracts executed by ARG primarily provided for the payment of contractually determined, one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technologies owned or controlled by ARG. Revenues also included license fees from sales-based revenue contracts, the majority of which were originally executed in prior periods, which provide for the payment of quarterly license fees based on quarterly sales of applicable product units by licensees (“Recurring License Revenue Agreements”). Revenues may also include court ordered settlements or awards related to our patent portfolio or sales of our patent portfolio. IP Rights granted included the following, as applicable: (i) the grant of a non-exclusive, future license to manufacture and/or sell products covered by patented technologies, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The IP Rights granted were generally perpetual in nature, extending until the legal expiration date of the related patents. The individual IP Rights are not accounted for as separate performance obligations, as (i) the nature of the promise, within the context of the contract, is to grant combined items to which the promised IP Rights are inputs and (ii) the Company’s promise to grant each individual IP right described above to the customer is not separately identifiable from other promises to grant IP Rights in the contract.
Since the promised IP Rights are not individually distinct, ARG combined each individual IP Right in the contract into a bundle of IP Rights that is distinct, and accounted for all of the IP Rights promised in the contract as a single performance obligation. The IP Rights granted were “functional IP rights” that have significant standalone functionality. ARG’s subsequent activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee has rights. ARG’s operating subsidiaries have no further obligation with respect to the grant of IP Rights, including no express or implied obligation to maintain or upgrade the technology, or provide future support or services. The contracts provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the contract. 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
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or usage occurs for Recurring License Revenue Agreements. Contractual payments made by licensees are generally non-refundable.
For sales-based royalties from Recurring License Revenue Agreements, ARG includes in the transaction price some or all of an amount of estimated variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Notwithstanding, revenue is recognized for a sales-based royalty promised in exchange for a license of IP Rights when the later of (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied. Estimates are generally based on historical levels of activity, if available.
Revenues from contracts with significant financing components (either explicit or implicit) are recognized at an amount that reflects the price that a licensee would have paid if the licensee had paid cash for the IP Rights when they are granted to the licensee. In determining the transaction price, ARG adjusts the promised amount of consideration for the effects of the time value of money. As a practical expedient, ARG does not adjust the promised amount of consideration for the effects of a significant financing component if ARG expects, at contract inception, that the period between when the entity grants promised IP Rights to a customer and when the customer pays for the IP Rights will be one year or less.
In general, ARG is required to make certain judgments and estimates in connection with the accounting for revenue contracts with customers. Such areas may include identifying performance obligations in the contract, estimating the timing of satisfaction of performance obligations, determining whether a promise to grant a license is distinct from other promised goods or services, evaluating whether a license transfers to a customer at a point in time or over time, allocating the transaction price to separate performance obligations, determining whether contracts contain a significant financing component, and estimating revenues recognized at a point in time for sales-based royalties.
License revenues were comprised of the following for the periods presented:
Years Ended
December 31,
2025 2024
(In thousands)
Paid-up license revenue agreements $ 76,865 $ 17,253
Recurring license revenue agreements 1,490 2,272
Total $ 78,355 $ 19,525
Industrial Operations
Printronix recognizes revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration which it expects to receive for providing those goods or services. To determine the transaction price, Printronix estimates the amount of consideration to which it expects to be entitled in exchange for transferring promised goods or services to a customer. Elements of variable consideration are estimated at the time of sale which primarily include product rights of return, rebates, price protection and other incentives that occur under established sales programs. These estimates are developed using the expected value or the most likely amount method and are reviewed and updated, as necessary, at each reporting period. Revenues, inclusive of variable consideration, are recognized to the extent it is probable that a significant reversal recognized will not occur in future periods. The provision for returns and sales allowances is determined by an analysis of the historical rate of returns and sales allowances over recent quarters, and adjusted to reflect management’s future expectations.
Printronix enters into contract arrangements that may include various combinations of tangible products (which include printers, consumables and parts) and services, which are generally capable of being distinct and accounted for as separate performance obligations. 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 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. distinct within the context of the contract).
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For contract arrangements that include multiple performance obligations, Printronix allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices for each performance obligation. In general, standalone selling prices are observable for tangible products and standard software while standalone selling prices for repair and maintenance services are developed with an expected cost-plus margin or residual approach. Regional pricing, marketing strategies and business practices are evaluated to derive the estimated standalone selling price using a cost-plus margin methodology.
Printronix recognizes revenue for each performance obligation upon transfer of control of the promised goods or services. Control is deemed to have been transferred when the customer has the ability to direct the use of and has obtained substantially all of the remaining benefits from the goods and services. The determination of whether control transfers at a point in time or over time requires judgment and includes consideration of the following: (i) the customer simultaneously receives and consumes the benefits provided as Printronix performs its promises, (ii) the performance creates or enhances an asset that is under control of the customer, (iii) the performance does not create an asset with an alternative use to Printronix, and (iv) Printronix has an enforceable right to payment for its performance completed to date.
Revenues for products are generally recognized upon shipment, whereas revenues for services are generally recognized over time, assuming all other criteria for revenue recognition have been met. 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. 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.
Printronix offers printer-maintenance services through service agreements that customers may purchase separately from the printer. These agreements commence upon expiration of the standard warranty period. Printronix provides the point-of-customer-contact, dispatches calls and sells the parts used for printer repairs to service providers. Printronix contracts third parties to perform the on-site repair services at the time of sale which covers the period of service at a set amount. The maintenance service agreements are separately priced at a stand-alone value. For those transactions in which maintenance service agreements are purchased concurrently with the purchase of printers, the revenue is deferred based on the selling price, which approximates the stand-alone value for separately sold maintenance services agreements. Revenue from maintenance service contracts are recognized on a straight-line basis over the period of each individual contract, which is consistent with the pattern in which the benefit is consumed by the customer.
Printronix’s net revenues were comprised of the following for the periods presented:
Years Ended
December 31,
2025 2024
(In thousands)
Printers, consumables and parts $ 25,097 $ 27,075
Services 3,170 3,346
Total $ 28,267 $ 30,421
Refer to Note 22 for additional information regarding net sales to customers by geographic region.
Deferred revenue in the consolidated balance sheets represents a contract liability under Accounting Standards Codification (“ASC”) 606 and consists of payments and billings in advance of the performance. Printronix recognized approximately $ 1.5 million and $ 1.6 million in revenue that was previously included in the beginning balance of deferred revenue during the years ended December 31, 2025 and 2024, respectively.
Printronix’s payment terms vary by the type and location of its customers and the products, solutions or services offered. The time between invoicing and when payment is due is not significant. In instances where the timing of revenue recognition differs from the timing of invoicing, Printronix has determined that its contracts do not include a significant financing component.
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 $ 1.1 million and $ 627,000 as of December 31,
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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. On average, remaining performance obligations as of December 31, 2025 are expected to be recognized over a period of approximately two years .
Energy Operations
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. As a result, the price of the oil and natural gas fluctuate to remain competitive with other available oil and natural gas supplies. To the extent actual volumes and prices of oil and natural gas products are unavailable at the time of reporting, Benchmark will estimate the amounts. Benchmark records the differences between such estimates and actual amounts of oil and natural gas sales in the following month upon receipt of payment from the customer and any differences have historically been insignificant.
Benchmark sells oil production to customers at the wellhead or other contractually agreed upon delivery locations. Revenue is recognized when control transfers to the customer upon delivery to the contractually agreed delivery point, at which time the customer takes custody, title, and risk of loss of the product. Revenue is recorded based on contract pricing terms which reflect prevailing market prices, net of pricing differentials. Oil revenue is recognized at the point in time in which control transfers to the customer, and it is probable Benchmark will collect the consideration it is entitled to receive.
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. 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. For the contracts where Benchmark maintains control through the outlet of the midstream processing facility, Benchmark recognizes revenue on a gross basis, with gathering, transportation, and processing fees presented as an expense on the consolidated statements of operations and comprehensive income (loss). Alternatively, where Benchmark relinquishes control at the inlet of the midstream processing facility, Benchmark recognizes natural gas and natural gas liquids revenues based on the net amount of the proceeds received from the midstream processing entity as customer.
Benchmark’s other service sales include services that provides a variety of oilfield and land services to their customers.
Benchmark’s proportionate share of production from non-operated properties is generally marketed at the discretion of the operators with Benchmark receiving a net payment from the operator representing Benchmark’s proportionate share of sales proceeds, which is net of costs incurred by the operator, if any. Such non-operated revenues are recognized at the net amount of proceeds to be received by Benchmark during the month in which production occurs, and it is probable Benchmark will collect the consideration it is entitled to receive. Proceeds are generally received by Benchmark within two to three months after the month in which production occurs.
Benchmark’s realized and unrealized derivative gain or (loss) are included in other income or (expense) in the consolidated statements of operations and comprehensive income (loss). Refer to Derivative Financial Instruments as described below.
Benchmark’s revenue were comprised of the following for the periods presented:
Years Ended
December 31,
2025 2024
(In thousands)
Oil sales $ 28,524 $ 26,468
Natural gas sales 18,186 9,194
Natural gas liquids sales 15,086 13,014
Other service sales 2,022 507
Total $ 63,818 $ 49,183
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Manufacturing Operations
Deflecto recognizes revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration which it expects to receive for providing those goods or services. To determine the transaction price, Deflecto estimates the amount of consideration to which it expects to be entitled in exchange for transferring promised goods or services to a customer. Elements of variable consideration are estimated at the time of sale which primarily include incentives, discounts or rebates that occur under established sales programs. These estimates are developed using the historical experience, anticipated performance and management’s best judgment at the time and are reviewed and updated, as necessary, at each reporting period. Revenues, inclusive of variable consideration, are recognized to the extent it is probable that a significant reversal recognized will not occur in future periods.
Deflecto enters into contract arrangements, which are generally capable of being distinct and accounted for as a single performance obligation. Deflecto allocates the transaction price to each distinct performance obligation within the contract.
Substantially all of Deflecto’s revenues for products are recognized at the point in time in which the customer obtains control of the product, which is generally when product title passes to the customer upon shipment. As a practical expedient, incremental costs of obtaining a contract are expensed as incurred when the expected amortization period is one year or less. 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 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 products 34,638 7,424
Total $ 114,792 $ 23,183
Cost of Revenues and Cost of Production
Intellectual Property Operations
Cost of revenues include the costs and expenses incurred in connection with ARG’s patent licensing and enforcement activities, including inventor royalties paid to patent owners, patent maintenance and prosecution costs, contingent legal fees paid to external patent counsel, other patent-related legal expenses paid to external patent counsel, licensing and enforcement related research, consulting and other expenses paid to third-parties and the amortization of patent-related investment costs. Cost of revenues were comprised of the following for the periods presented:
Years Ended
December 31,
2025 2024
(In thousands)
Inventor royalties $ 17,223 $ 1,731
Contingent legal fees 7,559 2,285
Litigation and licensing expenses 4,729 4,438
Amortization of patents 20,502 16,097
Total $ 50,013 $ 24,551
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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. Patent costs, including any upfront advances paid to patent owners by ARG’s operating subsidiaries, that are recoverable from future net revenues are amortized over the estimated economic useful life of the related patents, or as the prepaid royalties are earned by the inventor, as appropriate, and the related expense is included in amortization expense in the consolidated statements of operations and comprehensive income (loss). Any unamortized upfront advances recovered from net revenues are expensed in the period recovered and included in amortization expense in the consolidated statements of operations and comprehensive income (loss).
Contingent legal fees are expensed in the consolidated statements of operations and comprehensive income (loss) in the period that the related revenues are recognized. In instances where there are no recoveries from potential infringers, no contingent legal fees are paid; however, ARG’s operating subsidiaries may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement.
Inventor royalty and contingent legal agreements generally provide for payment by ARG of contractual amounts 30 days subsequent to the quarter end during which related license fee payments are received from licensees by ARG.
Litigation and Licensing Expenses
Litigation and licensing expenses include patent-related litigation, enforcement and prosecution costs incurred by law firms and external patent attorneys engaged on either an hourly basis or a contingent fee basis. Litigation and licensing expenses also includes third-party patent research, development, patent prosecution and maintenance fees, re-exam and inter partes reviews, consulting and other costs incurred in connection with the licensing and enforcement of patent portfolios.
Industrial Operations
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. Warranty periods range from three months to two years . The provision for warranty costs is determined by applying the historical claims experience and estimated repair costs to the outstanding units under warranty.
The following is a summary of the accrued warranty liabilities, which are included in accrued expenses and other current liabilities, and other long-term liabilities in the consolidated balance sheets:
Years Ended
December 31,
2025 2024
(In thousands)
Beginning balance $ 109 $ 96
Estimated future warranty expense 5 231
Warranty claims settled ( 27 ) ( 218 )
Ending balance $ 87 $ 109
Energy Operations
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, 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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Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. The Company places its cash equivalents primarily in highly rated money market funds, investments in U.S. treasury securities and investment grade marketable securities. Cash and cash equivalents are also invested in deposits and other high quality money market instruments with certain financial institutions and majority of the bank accounts exceed federally insured limits. The Company has not experienced any significant losses on its deposits of cash and cash equivalents.
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.
Historically, ARG has not had material foreign operations. Based on the jurisdiction of the entity obligated to satisfy payment obligations pursuant to the applicable license revenue arrangement, for the years ended December 31, 2025 and 2024, 5 % and 59 %, respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions. Refer to Note 22 for additional information regarding revenue from customers by geographic region.
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.
Industrial Operations
No single Printronix customer accounted for more than 10% of revenue for the years ended December 31, 2025 and 2024. 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, 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 % 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. 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.
Benchmark’s financial condition, results of operations, and capital resources are highly dependent upon the prevailing market prices of, and supply and demand for, crude oil and natural gas. 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.
Sustained weakness in oil and natural gas prices may adversely affect the financial condition and results of operations and may also reduce the amount of net oil and natural gas reserves Benchmark can produce economically. Similarly, any improvement in oil and natural gas prices can have a favorable impact on the Benchmark’s financial condition, results of operations, and capital resources.
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Manufacturing Operations
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, 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 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
The Company considers all highly liquid securities with original maturities of three months or less when purchased to be cash equivalents. For the periods presented, Acacia’s cash equivalents are comprised of investments in U.S. treasury securities and AAA rated money market funds that invest in first-tier only securities, which primarily include domestic commercial paper and securities issued or guaranteed by the U.S. government or its agencies.
Equity Securities
Investments in equity securities are reported at fair value on a recurring basis, with related realized and unrealized gains and losses in the value of such securities recorded in other income or (expense) in the consolidated statements of operations and comprehensive income (loss). Dividend income is included in other income or (expense). Refer to Note 4 for additional information.
Equity Securities Without Readily Determinable Fair Value
For equity securities that do not have a readily determinable fair value, the Company elected to report them under the measurement alternative. 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. Changes in fair value are reported in other income or (expense) in the consolidated statements of operations and comprehensive income (loss). To date, the Company has not recorded any impairments nor upward or downward adjustments on our equity securities without readily determinable fair values held as of December 31, 2025 and 2024. Refer to Note 4 for additional information.
Equity Method Investments
Equity investments in common stock and in-substance common stock without readily determinable fair values in companies over which the Company has the ability to exercise significant influence, are accounted for using the equity method of accounting. Acacia includes its proportionate share of earnings and/or losses of its equity method investees in earnings on equity investment in joint venture in the consolidated statements of operations and comprehensive income (loss). We have made an accounting policy election to classify distributions received from equity investment in joint venture using the nature of distribution approach which classifies distributions received from investees as either cash inflows from operating activities or cash inflows from investing activities in the statement of cash flows based on the nature of the activities of the investee that generated the distribution. Refer to Note 4 for additional information.
Investments in preferred stock with substantive liquidation preferences are accounted for at cost, (subject to impairment considerations, as described below, if any), as adjusted for the impact of changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. In-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. An investment in preferred stock with substantive liquidation preferences over common stock, is not substantially similar to common stock, and therefore is not considered in-substance common stock. 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
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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. That determination is reconsidered if (i) contractual terms of the investment are changed, (ii) there is a significant change in the capital structure of the investee, including the investee’s receipt of additional subordinated financing, or (iii) the Company obtains an additional interest in an investment, resulting in the method of accounting for the cumulative interest being based on the characteristics of the investment at the date at which the Company obtains the additional interest.
Investment at Fair Value
On an individual investment basis, Acacia may elect to account for investments in companies where the Company has the ability to exercise significant influence over operating and financial policies of the investee, at fair value. If the fair value method is applied to an investment that would otherwise be accounted for under the equity method of accounting, it is applied to all of the financial interests in the same entity that are eligible items (i.e., common stock and warrants). As part of the Company’s equity securities in the Life Sciences Portfolio, the Company has elected to apply the fair value method to one investment, refer to Note 4 for additional information.
Impairment of Investments
Acacia reviews its investments quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, Acacia considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds its fair value, Acacia evaluates, among other factors, general market conditions and the duration and extent to which the fair value is less than cost. Acacia also considers specific adverse conditions related to the financial health of and business outlook for the investee, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the consolidated statements of operations and comprehensive income (loss) and a new cost basis in the investment is established.
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
ARG performs credit evaluations of its licensees with significant receivable balances, if any, and has not experienced any significant credit losses. Accounts receivable are recorded at the executed contract amount and generally do not bear interest. Collateral is not required. An allowance for credit losses may be established to reflect the Company’s best estimate of probable losses inherent in the accounts receivable balance, and is reflected as a contra-asset account on the balance sheets and a charge to general and administrative expenses in the consolidated statements of operations and comprehensive income (loss) for the applicable period. The allowance is determined based on known troubled accounts, historical experience, and other currently available evidence. Allowance for credit losses was immaterial as of December 31, 2025 and 2024.
Industrial Operations
Printronix’s accounts receivable are recorded at the invoiced amount and do not bear interest. Printronix performs initial and periodic credit evaluations on customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness. The allowance for credit losses is determined by evaluating individual customer receivables, based on contractual terms, reviewing the financial condition of customers, and from the historical experience of write-offs. Receivable losses are charged against the allowance when management believes the account has become uncollectible. Subsequent recoveries, if any, are credited to the allowance. As of December 31, 2025 and 2024, Printronix’s combined allowance for credit losses and allowance for sales returns was $ 427,000 and $ 425,000 , respectively.
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Energy Operations
Benchmark’s oil and gas accounts receivable consist of crude oil, natural gas and natural gas liquids sales proceeds receivable from purchasers. Accounts receivable – joint interest owners consist of amounts due from joint interest partners for operating costs. Benchmark’s accounts receivable are recorded at the invoiced amount and do not bear interest. An allowance for credit losses may be established to reflect management’s best estimate of probable losses inherent in the accounts receivable balance, and is reflected as a contra-asset account on the balance sheets and a charge to general and administrative expenses in the consolidated statements of operations and comprehensive income (loss) for the applicable period. 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, 2025 and 2024, Benchmark’s allowance for credit losses was $ 225,000 .
Manufacturing Operations
Deflecto’s accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for credit losses is determined by evaluating past events and historical loss experience, current events and also future events based on the expectation as of the balance sheet date. Deflecto’s receivables are written off when it is determined that such receivables are deemed uncollectible. Deflecto pools its receivables based on similar risk characteristics in estimating its expected credit losses. In situations where a receivable does not share the same risk characteristics with other receivables, Deflecto measures those receivables individually. Deflecto also continuously evaluates such pooling decisions and adjusts as needed from period to period as risk characteristics change.
Deflecto utilizes the loss rate method in determining its lifetime expected credit losses on its receivables. This method is used for calculating an estimate of losses based primarily on Deflecto’s historical loss experience. In determining its loss rates, the Company evaluates information related to its historical losses, adjusted for current conditions and further adjusted for the period of time that can be reasonably forecasted. Qualitative and quantitative adjustments related to current conditions and the reasonable and supportable forecast period consider the following: 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 $ 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.
Inventories
Industrial Operations
Printronix’s inventories, which include material, labor and overhead costs, are valued at the lower of cost or net realizable value. Cost is determined at standard cost adjusted on a first-in, first-out basis for variances. Cost includes shipping and handling fees and other costs, including freight insurance and customs duties for international shipments, which are subsequently expensed to cost of sales. 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.
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Energy Operations
Benchmark’s inventory represents tangible assets such as drilling pipe, tubing, casing and operating supplies used in Benchmark’s future drilling program or repair operations. Cost is determined using the first-in, first-out method and is valued at the lower of cost or net realizable value.
Manufacturing Operations
Deflecto’s inventories, which include material, labor and overhead costs, are valued at the lower of cost or net realizable value. Cost is determined on an average or a first-in, first out basis. 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.
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. Benchmark has not designated any derivative instruments as cash-flow hedges, but uses these instruments to reduce exposure to fluctuations in commodity prices related to production. Unrealized gains and losses, at fair value, are included in the consolidated balance sheets as prepaid expenses and other current assets or other non-current assets or liabilities based on the anticipated timing of cash settlements under the related contracts. Realized and unrealized changes in the fair value of our commodity derivative contracts 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.
Property, Plant and Equipment
Property and equipment are recorded at cost. Major additions and improvements that materially extend useful lives of property and equipment are capitalized. Maintenance and repairs are charged against the results of operations as incurred. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved, and any gain or loss is included in the consolidated statements of operations and comprehensive income (loss) for the period of sale or disposal. Refer to Note 6 for additional information. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets:
Machinery and equipment 2 to 10 years
Vehicles 3 to 5 years
Furniture and fixtures 3 to 7 years
Computer hardware and software 3 to 5 years
Building and leasehold improvements 2 to 40 years (Lesser of lease term or useful life of improvement)
Oil and Natural Gas Properties
Benchmark follows the successful efforts method of accounting for oil and natural gas producing activities. Costs to acquire oil and gas product leaseholds, to drill and equip exploratory wells that find proved reserves, to drill and equip development wells and related asset retirement costs are capitalized. 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. At December 31, 2025, as most of Benchmarks’ wells are producing, Benchmark had no capitalized exploratory costs that were pending determination of economic reserves. Geological and geophysical costs, including seismic studies and costs of carrying and retaining unproved properties, are charged to expense as incurred. 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
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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. If undiscounted cash flows are insufficient to recover the net capitalized costs related to proved properties, then an impairment charge is recognized in income from operations equal to the difference between the net capitalized costs related to proved properties and their estimated fair values based on the present value of the related future net cash flows. Refer to Note 7 for additional information.
Goodwill
Goodwill represents the excess of the acquisition price of a business over the fair value of identified net assets of that business. We evaluate goodwill for impairment annually in the fourth quarter and on an interim basis if the facts and circumstances lead us to believe that more-likely-than-not there has been an impairment. When evaluating goodwill for impairment, we estimate the fair value of the reporting unit. Several methods may be used to estimate a reporting unit’s fair value, including, but not limited to, discounted projected future net earnings or net cash flows and multiples of earnings. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Refer to Note 8 for additional information.
Leases
The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. The Company’s leases primarily consist of facility leases which are classified as operating leases. Lease expense is recognized on a straight-line basis over the lease term.
As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. As permitted under GAAP, for some leases the Company does not separate lease components from non-lease component by class of asset and the Company does not record assets or liabilities for leases with terms of one year or less. Refer to Note 15 for additional information.
Impairment of Long-lived Assets
ARG’s patents include the cost of patents or patent rights acquired from third-parties or obtained in connection with business combinations. ARG’s patent costs are amortized utilizing the straight-line method over their estimated useful lives, ranging from two to five years . Refer to Note 8 for additional information.
Printronix’s intangible assets consist of trade names and trademarks, patents and customer and distributor relationships. These definite-lived intangible assets, at the time of acquisition, are recorded at fair value and are stated net of accumulated amortization. Printronix currently amortizes the definite-lived intangible assets on a straight-line basis over their estimated useful lives of seven years . Refer to Note 8 for additional information.
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, 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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The Company reviews long-lived assets, patents and other intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded in an amount equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows.
In the event that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is recorded. Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over their estimated remaining economic useful life. Estimates of future after-tax cash flows are converted to present value through “discounting,” including an estimated rate of return that accounts for both the time value of money and investment risk factors. Estimated cash inflows are typically based on estimates of reasonable royalty rates for the applicable technology, applied to estimated market data. Estimated cash outflows are based on existing contractual obligations, such as contingent legal fee and inventor royalty obligations, applied to estimated license fee revenues, in addition to other estimates of out-of-pocket expenses associated with a specific patent portfolio’s licensing and enforcement program. The analysis also contemplates consideration of current information about the patent portfolio including, status and stage of litigation, periodic results of the litigation process, strength of the patent portfolio, technology coverage and other pertinent information that could impact future net cash flows. Refer to Note 8 for additional information.
Asset Retirement Obligation
Asset retirement obligation (“ARO”) represents the future costs associated with the plugging and abandonment of oil and natural gas wells, removal of equipment and facilities from the leased acreage and land restoration in accordance with applicable local, state and federal laws. The discounted fair value of an ARO liability is required to be recognized in the period in which it is incurred, with the associated asset retirement cost capitalized as part of the carrying cost of the oil and natural gas asset. Significant inputs used to calculate the ARO include estimates and timing of costs to be incurred, the credit adjusted discount rates and inflation rates. The Company has designated these inputs as Level 3 significant unobservable inputs. The ARO is accreted to its present value each period, and the capitalized asset retirement costs are depleted with proved oil and natural gas properties using the units-of-production method. 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 and changes in the estimated timing of abandonment.
Contingent Liabilities
The Company, from time to time, is involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and the Company’s analysis of potential outcomes, if the Company determines that a loss arising from such matters is probable and can be reasonably estimated, an estimate of the contingent liability is recorded in its consolidated financial statements. If only a range of estimated loss can be determined, an amount within the range that, based on estimates, assumptions and judgments, reflects the most likely outcome, is recorded as a contingent liability in the consolidated financial statements. In situations where none of the estimates within the estimated range is a better estimate of probable loss than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Litigation expenses for these types of contingencies are recognized in the period in which the litigation services were provided. Refer to Note 16 for additional information.
Fair Value of Financial Instruments
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
U.S. 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
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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.
Treasury Stock
Repurchases of the Company’s outstanding common stock are accounted for using the cost method. The applicable par value is deducted from the appropriate capital stock account on the formal or constructive retirement of treasury stock. Any excess of the cost of treasury stock over its par value is charged to additional paid-in capital and reflected as treasury stock in the consolidated balance sheets. Refer to Note 17 for additional information.
Advertising
Printronix expenses advertising costs, including promotional literature, brochures and trade shows, as incurred. Advertising expense was approximately $ 447,000 and $ 589,000 during the years ended December 31, 2025 and 2024, respectively, and is included in sales and marketing expenses in the consolidated statements of operations and comprehensive income (loss).
Deflecto expenses advertising costs as incurred. 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
The compensation cost for all time-based stock-based awards is measured at the grant date, based on the fair value of the award, and is recognized as an expense on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity award) which is currently one to four years . Compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. The fair value of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance based stock awards (“PSUs”) are determined by the product of the number of shares or units granted and the grant date market price of the underlying common stock. The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing model. Forfeitures are accounted for as they occur. Refer to Note 18 for additional information.
Foreign Currency
In connection with our Printronix business, the U.S. dollar is the functional currency for all of Printronix’s foreign subsidiaries. Transactions that are recorded in currencies other than the U.S. dollar may result in transaction gains or losses at the end of the reporting period and when trade receipts and payments occur. For these subsidiaries, the assets and liabilities have been re-measured at the end of the period for changes in exchange rates, except inventories and property, plant and equipment, which have been remeasured at historical average rates. The consolidated statements of operations and comprehensive income (loss) have been reevaluated at average rates of exchange for the reporting period, except cost of sales and depreciation, which have been reevaluated at historical rates.
In connection with our Deflecto business, the local currency is the functional currency for each of Deflecto’s foreign subsidiaries. Assets and liabilities of Deflecto’s foreign subsidiaries are translated from foreign currencies into U.S. dollar at the exchange rates in effect at the balance sheet date, while income and expenses are translated at the weighted-average exchange rates for the year. The net effects of translating the foreign currency financial statements of these subsidiaries are included in the shareholders’ equity as a component of accumulated other comprehensive income. Gains and losses for all transactions denominated in a currency other than the functional currency are recognized in the period incurred and included in the consolidated statements of operations and comprehensive income (loss).
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, 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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Income Taxes
Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in Acacia’s consolidated financial statements or consolidated income tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized, or if it is determined that there is uncertainty regarding future realization of such assets. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made.
Under U.S. GAAP, a tax position is a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the position will be sustained upon examination. Tax positions that meet the more likely than not threshold are measured using a probability weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Refer to Note 20 for additional information.
Income/Loss Per Share
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. 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, whichever is more dilutive. Potentially dilutive common stock equivalents consist of stock options and restricted stock units. Refer to Note 21 for additional information.
Recent Accounting Pronouncements
Recently 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. ASU 2023-09 requires entities on an annual basis (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. 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. 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.
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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.
3. ACQUISITIONS
Benchmark
In November 2023, we invested $ 10.0 million to acquire a 50.4 % equity interest in Benchmark. 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.
On April 17, 2024, Benchmark consummated the transaction contemplated in the Revolution Purchase Agreement. At the closing of Revolution Transaction pursuant to the Revolution Purchase Agreement, among other things, Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells, upon the terms and subject to the conditions of the Revolution Purchase Agreement for a purchase price of $ 145 million in cash, subject to customary post-closing adjustments. Acacia funded a portion of the Revolution Purchase Price and related fees amounting to $ 59.9 million with cash on hand. The remainder of the Revolution Purchase Price was funded by a combination of borrowings under the Benchmark Revolving Credit Facility and the remaining being funded through a cash contribution of $ 15.3 million from other investors. Following closing, the Company’s interest in Benchmark is approximately 73.5 %.
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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.
Deflecto
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. 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”).
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):
Pro forma:
Revenues $ 246,644
Net loss attributable to Acacia Research Corporation (24,540)
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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 as adjusted during the measurement period (in thousands):
Fair value of consideration transferred:
Cash $ 59,898
Closing indebtedness 21,391
Transaction expenses paid to Sellers
15,290
Adjustment and indemnity escrow amount 1,185
Total consideration $ 97,764
Identifiable assets acquired and liabilities assumed:
Cash and cash equivalents $ 11,316
Accounts receivables 15,705
Inventories 17,617
Prepaid expenses and other current assets 4,498
Deferred tax assets 11,588
Property, plant and equipment, net 23,203
Operating lease, right-of-use assets 8,841
Customer relationships 22,400
Trade names and trademarks 9,100
Developed technology 1,000
Favorable leases 704
Accounts payable ( 8,836 )
Accrued expenses ( 17,172 )
Liability for sales tax and fees ( 7,000 )
Current lease liabilities ( 2,614 )
Long-term lease liabilities ( 6,354 )
Deferred tax liabilities ( 3,031 )
Total identifiable net assets $ 80,965
Goodwill $ 16,799
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. The goodwill recognized is primarily attributed to the assembled workforce of Deflecto and new customer relationships that did not exist at the time of the transaction. None of the goodwill resulting from the acquisition is deductible for tax purposes. All of the goodwill acquired is allocated to the Deflecto reporting unit. Other intangible assets include $ 22.4 million of customer relationships, $ 1.0 million of developed technology, $ 9.1 million of trade names and trademarks and $ 704,000 of favorable leases, with useful lives ranging from 2 months to 15 years. Trade names and trademarks include indefinite lived intangible assets. Refer to Note 8 for additional information.
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
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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. The key assumptions in applying the multi-period excess earnings method include the discount rate of 22 %, growth rate, attrition rate, estimated profit margin and contributory asset charges. The key assumptions in applying the relief-from-royalty method include the applicable projected revenues, discount rate of 22 %, remaining economic life or rate of obsolescence and estimated royalty rate. Refer to Note 13 for additional information related to fair value measurements.
4. EQUITY SECURITIES
Equity securities for the periods presented were comprised of the following:
Security Type Cost Gross
Unrealized
Gain Gross
Unrealized
Loss Fair Value
(In thousands)
December 31, 2025:
Equity securities - other common stock $ 18,227 $ 71 $ ( 747 ) $ 17,551
December 31, 2024:
Equity securities - other common stock $ 24,898 $ 118 $ ( 1,881 ) $ 23,135
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.
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. (“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. 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):
Years Ended
December 31,
2025 2024
(In thousands)
Change in fair value of equity securities of public
companies $ — $ ( 28,581 )
Gain on sale of equity securities of public
companies — 28,581
Net realized and unrealized gain $ — $ —
As part of the Company’s acquisition of equity securities in the Life Sciences Portfolio, the Company acquired a majority interest in the equity securities of MalinJ1 ( 63.9 %), which were transferred to the Company on December 3, 2020. The acquisition of the MalinJ1 securities was accounted for as an asset acquisition as there was a change of control of MalinJ1 and substantially all of the fair value of the assets acquired was concentrated in a single identifiable asset, an investment in Viamet Pharmaceuticals Holdings, LLC (“Viamet”). 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
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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. No distributions were received during the years ended December 31, 2025 and 2024.
5. INVENTORIES
Inventories consisted of the following:
December 31,
2025 2024
(In thousands)
Raw materials $ 6,018 $ 8,575
Subassemblies and work in process 1,084 1,481
Finished goods 19,457 17,429
Total inventories $ 26,559 $ 27,485
6. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
December 31,
2025 2024
(In thousands)
Machinery and equipment $ 12,501 $ 14,687
Vehicles 573 404
Furniture and fixtures 999 528
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 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.
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7. OIL AND NATURAL GAS PROPERTIES, NET
Benchmark’s oil and natural gas properties consisted of the following:
December 31,
2025 2024
(In thousands)
Proved oil and gas properties $ 210,280 $ 199,559
Unproved oil and gas properties 8,065 4,786
Accumulated depletion and depreciation ( 27,640 ) ( 12,665 )
Oil and natural gas properties, net $ 190,705 $ 191,680
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. Benchmark determined no impairment to proved oil and natural gas properties was necessary as of December 31, 2025 and 2024.
8. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Changes in the carrying amount of goodwill consisted of the following:
Industrial Operations Energy Operations Manufacturing Operations Total
(In thousands)
Balance at December 31, 2023 $ 7,541 $ 1,449 $ — $ 8,990
Acquisition of business — — 20,628 20,628
Effect of foreign currency translation — — ( 279 ) ( 279 )
Impairment losses — — — —
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 — — — —
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 3 for additional information related to the Deflecto acquisition and measurement period adjustments recorded during the year ended December 31, 2025.
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Other intangible assets, net consisted of the following:
December 31, 2025
Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value
(In thousands)
Patents:
Intellectual property operations 5 years $ 366,402 $ ( 352,713 ) $ 13,689
Industrial operations 7 years 3,400 ( 2,055 ) 1,345
Total patents 369,802 ( 354,768 ) 15,034
Customer relationships:
Industrial operations 7 years 5,300 ( 3,203 ) 2,097
Manufacturing operations 15 years 21,830 ( 1,702 ) 20,128
Total customer relationships 27,130 ( 4,905 ) 22,225
Trade name and trademarks:
Industrial operations 7 years 3,430 ( 2,072 ) 1,358
Manufacturing operations 10 years 401 ( 49 ) 352
Manufacturing operations Indefinite 8,043 — 8,043
Total trade name and trademarks 11,874 ( 2,121 ) 9,753
Developed technology - manufacturing operations 10 years 1,000 ( 120 ) 880
Favorable leases - manufacturing operations 1.9 years 705 ( 449 ) 256
Total $ 410,511 $ ( 362,363 ) $ 48,148
December 31, 2024
Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value
(In thousands)
Patents:
Intellectual property operations 6 years $ 351,403 $ ( 332,211 ) $ 19,192
Industrial operations 7 years 3,400 ( 1,568 ) 1,832
Total patents 354,803 ( 333,779 ) 21,024
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
Total other intangible asset amortization expense in the consolidated statements of operations and comprehensive income (loss) was $ 24.0 million and $ 18.4 million for the years ended December 31, 2025 and 2024, respectively. The Company did not record charges related to impairment of other intangible assets for the years ended December 31, 2025 and 2024.
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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 $ 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,
2026 10,920
2027 8,438
2028 4,195
2029 1,611
2030 1,611
Thereafter 13,330
Total $ 40,105
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 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.
9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following:
December 31,
2025 2024
(In thousands)
Accrued consulting and other professional fees $ 1,345 $ 2,602
Income taxes payable 1,210 1,296
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
Other accrued liabilities 4,060 2,275
Total $ 19,661 $ 20,575
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10. ASSET RETIREMENT OBLIGATIONS
The following table presents the changes in asset retirement obligations in the consolidated balance sheets:
Years Ended
December 31,
2025 2024
(In thousands)
Beginning balance $ 32,616 $ 294
Liabilities acquired 6 31,336
Liabilities settled ( 179 ) —
Changes in assumptions ( 2 ) —
Accretion of discounts 1,734 986
Ending balance $ 34,175 $ 32,616
Less: Current portion ( 1,589 ) ( 1,546 )
Asset retirement obligation, long-term $ 32,586 $ 31,070
11. REVOLVING CREDIT FACILITY AND TERM LOAN
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 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. 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.
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 Benchmark Loan Agreement) plus a margin of 3.00 % to 4.00 %. 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 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. In addition, the Benchmark Loan Agreement contains covenants that require BE Anadarko to maintain certain financial ratios related to its consolidated current assets and leverage. 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
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and payable. As of December 31, 2025, Benchmark was in compliance with its covenants related to the Benchmark Loan Agreement.
Deflecto Amended and Restated Credit Agreement
In connection with the Deflecto Transaction, on October 18, 2024, Deflecto, LLC (“Borrower”), a wholly-owned subsidiary of Deflecto, and certain of its subsidiaries as guarantors, entered into a $ 55.0 million amended and restated credit agreement (the “Deflecto Credit Agreement”) with the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”). The Deflecto Credit Agreement amended and restated Borrower’s prior credit agreement dated as of April 16, 2021.
The Deflecto Credit Agreement provides for (i) the $ 48.0 million Deflecto Term Loan with a maturity date of October 18, 2029 and (ii) a $ 7.0 million secured revolving credit facility (the “Deflecto Revolving Credit Facility” and, together with the Deflecto Term Loan, the “Deflecto Facility”) that expires on October 18, 2029. The Deflecto Facility provides for an uncommitted accordion feature that could provide for an aggregate facility of up to $ 80.0 million. The Deflecto Facility is secured by substantially all assets of Borrower and the guarantors party thereto (but excluding real property owned as of the closing date of the Deflecto Facility, and, subject to other customary exclusions and exceptions).
Borrowings under the Deflecto Facility bear interest at a rate per annum equal to, at the Borrower’s election, either (i) the “Adjusted Term SOFR Rate” (as defined in the Deflecto Credit Agreement) plus a margin ranging from 2.50 % to 3.25 % or (ii) the “Alternate Base Rate” (as defined in the Deflecto Credit Agreement) plus a margin ranging from 1.50 % to 2.25 %. The applicable margin described in the immediately preceding sentence will be determined based on a quarterly total net leverage ratio test. Unused commitments under the Deflecto Revolving Credit Facility are subject to a commitment fee of 0.35 % to 0.50 % payable on a quarterly basis.
The Deflecto Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants. 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. 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, 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 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.
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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,
2026 $ —
2027 —
2028 —
2029 91,900
Total maturity balance $ 91,900
12. STARBOARD INVESTMENT
In order to establish a strategic and ongoing relationship between the Company and Starboard, on November 18, 2019, the Company and Starboard entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which Starboard acquired (i) 350,000 shares of Series A Redeemable Convertible Preferred Stock with a stated value of $ 100 per share, (ii) Series A Warrants to purchase up to 5,000,000 shares of the Company’s common stock (the “Series A Warrants”) and (iii) Series B Warrants to purchase up to 100,000,000 shares of the Company’s common stock (the “Series B Warrants”).
On November 12, 2021, the Board of Directors of the Company (the “Board”) formed a Special Committee comprised of directors not affiliated or associated with Starboard in order to explore the possibility of simplifying the Company’s capital structure. 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 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.
Governance
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. Additionally, the Company appointed Gavin Molinelli as a member and as Chair of the Board. The Company and Starboard also agreed that until May 12, 2026, the number of directors serving on the Board will not exceed 10 members.
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Other Provisions of the Recapitalization Agreement
On February 14, 2023, the Company entered into an amended and restated Registration Rights Agreement with Starboard as contemplated by the Recapitalization Agreement.
Pursuant to the amended Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale of the shares of common stock, issuable or issued to Starboard pursuant to or in accordance with Section 1.1 of the Recapitalization Agreement, including the shares issued to Starboard in the Concurrent Private Rights Offering, within 90 days after a written request made prior to the first anniversary of the Closing Date (as defined in the Registration Rights Agreement). The Registration Rights Agreement also provides Starboard with additional rights to require that the Company file a registration statement in other circumstances. The Registration Rights Agreement includes other customary terms.
The Recapitalization Agreement includes a “fair price” provision requiring, in addition to any other stockholder vote required by the Company’s certificate of incorporation or Delaware law, the affirmative vote of the holders of a majority of the outstanding voting stock held by stockholders of the Company other than Starboard and its affiliates, by or with whom or on whose behalf, directly or indirectly, a business combination is proposed, in order to approve such a business combination; 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.
Services Agreement
On December 12, 2023, the Company entered into a Services Agreement with Starboard (the “Services Agreement”), pursuant to which, upon the Company’s request, Starboard will provide to the Company certain trade execution, research, due diligence and other services. 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, 2025 and 2024 the Company’s reimbursements to Starboard under the Services Agreement were $ 155,000 and $ 476,000 , respectively.
13. FAIR VALUE MEASUREMENTS
U.S. 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. The three-level hierarchy of valuation techniques established to measure fair value is defined as follows:
(i) Level 1 - Observable Inputs : Quoted prices in active markets for identical investments;
(ii) Level 2 - Pricing Models with Significant Observable Inputs : Other significant observable inputs, including quoted prices for similar investments, interest rates, credit risk, etc.; and
(iii) Level 3 - Unobservable Inputs : Unobservable inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Management estimates include certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs, including the entity’s own assumptions in determining the fair value of derivatives and certain investments.
Whenever possible, the Company is required to use observable market inputs (Level 1) when measuring fair value. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured. In certain cases, inputs used to measure fair value may fall into different levels of the fair value hierarchy.
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The Company held the following types of financial instruments at fair value on a recurring basis as of December 31, 2025 and 2024:
Equity Securities. Equity securities includes investments in public company common stock and are recorded at fair value based on the quoted market price of each share on the valuation date. The fair value of these securities are within Level 1 of the valuation hierarchy. 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.
Commodity Derivative Instruments. Commodity derivative instruments are recorded at fair value using industry standard models using assumptions and inputs which are substantially observable in active markets throughout the full term of the instruments. These include market price curves, quoted market prices in active markets, credit risk adjustments, implied market volatility and discount factors. 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 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:
Level 1 Level 2 Level 3 Total
(In thousands)
Assets
December 31, 2025:
Equity securities $ 17,551 $ — $ — $ 17,551
Commodity derivative instruments $ — $ 5,832 $ — $ 5,832
Bitcoin option contracts 162 — — 162
December 31, 2024:
Equity securities $ 23,135 $ — $ — $ 23,135
Commodity derivative instruments $ — $ 2,114 $ — $ 2,114
Information about financial instruments that are eligible for offset in the consolidated balance sheets were as follows:
December 31,
2025 2024
(In thousands)
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.
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In accordance with U.S. GAAP, from time to time, the Company measures certain assets and liabilities at fair value on a nonrecurring basis. Assets and liabilities accounted for on a non-recurring basis include asset retirement obligations incurred by the drilling of new oil and natural gas wells, the change in estimated asset retirement obligations, and the carrying value of proved and unproved oil and natural gas properties following impairment. The fair value of the asset retirement obligations is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount and significant inputs include the estimated plug and abandonment cost per well, the estimated life per well and the credit-adjusted risk-free rate. The fair value of the asset retirement obligations are within Level 3 of the fair value hierarchy. 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. The Company also reviews the carrying value of equity securities without readily determinable fair value, equity method investments and patents on a quarterly basis for indications of impairment, and other long-lived assets at least annually. 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. In connection with our Deflecto acquisition, nonrecurring Level 3 valuations were performed for certain intangible assets, refer to Note 3 for additional information.
14. RELATED PARTY TRANSACTIONS
In 2023, the Company entered into a Loan Facility (“Loan Facility”) with a related private portfolio company. As of December 31, 2025 and 2024, the Loan Facility balance including interest receivable was $ 5.3 million and $ 3.5 million, respectively. The Loan Facility is not impaired and no allowance for credit loss was deemed necessary as of December 31, 2025. The Loan Facility bore an interest rate of 9.5 % per annum. We recorded $ 416,000 and $ 295,000 in interest income during the years ended December 31, 2025 and 2024, respectively. 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.
15. LEASES
Facility Leases
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. Pursuant to the lease, we had leased 8,293 square feet of office space in Irvine, California. The lease commenced on August 1, 2019. The term of the lease was 60 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. The lease expired on July 31, 2024, and was not renewed or extended. On April 29, 2024, Acacia entered into a building lease agreement with Metro Pointe 13580 Lot Two, a California Limited Partnership. Pursuant to the lease, we have leased 1,820 square feet of office space in Costa Mesa, California. The lease commenced on July 1, 2024. The term of the lease is 38 months from the commencement date, provides for annual rent increases, and does not provide us the right to early terminate or extend our lease terms.
On January 7, 2020, Acacia entered into a building lease agreement with Sage Realty Corporation. 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
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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. During July 2022, we entered into a second amendment of the New York office lease, to add space to the existing premises and increase the annual fixed rent through the existing expiration date. The new fixed rent commenced upon the landlord’s substantial completion of the additional space, which occurred on September 19, 2022. On June 23, 2023, the Company notified the landlord of its election to early terminate the lease effective as of March 31, 2024, pursuant to the terms set forth in the lease. In connection with such early termination election, the Company paid the landlord a termination payment as set forth in the lease. During September 2023, we entered into a fourth amendment of the New York office lease, which provides for (among other things): (a) the surrender a portion of the premises (Unit 602) effective as of March 31, 2024; (b) the rescission of the early termination election as it relates to the remaining portion of the premises (Unit 601); (c) an extension of the lease term with respect to Unit 601 for 40 months commencing on April 1, 2024 and expiring on July 31, 2027; 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. Pursuant to the lease, Benchmark has leased 2,663 square feet of office space in Austin, Texas. The lease commenced on May 1, 2024. 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. Certain of these leases contain various options to renew and expire at varying dates through December 2031. Leases are executed in the United States, United Kingdom, Canada and China. The exercise of lease renewal options is at the Deflecto’s sole discretion. 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 December 2028. Leases are executed in the United States, Europe, China, Singapore and Malaysia. Printronix has leased 73,649 square feet of facilities space. Lease term varies and may provide for annual rent increases and provide the right to early termination under certain circumstances or extend the lease.
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
Operating leases 3.8 years 6 %
Finance leases 3.0 years 7 %
The Company’s operating lease costs were $ 4.9 million and $ 1.8 million for the years ended December 31, 2025 and 2024, respectively.
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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, Operating Leases Finance Leases
2026 $ 2,272 $ 360
2027 4,326 356
2028 2,667 301
2029 2,146 56
2030 1,644 —
Thereafter 800 —
Total minimum payments 13,855 1,073
Less: short-term lease liabilities ( 4,181 ) ( 305 )
Less: present value discount ( 1,250 ) ( 101 )
Long-term lease liabilities $ 8,424 $ 667
16. COMMITMENTS AND CONTINGENCIES
Inventor Royalties and Contingent Legal Expenses
In connection with the investment in certain patents and patent rights, ARG and its subsidiaries executed related agreements which grant to the former owners of the respective patents or patent rights, the right to receive inventor royalties based on future net revenues (as defined in the respective agreements) generated as a result of licensing and otherwise enforcing the respective patents or patent portfolios.
ARG or its subsidiaries may retain the services of law firms that specialize in patent licensing and enforcement and patent law in connection with their licensing and enforcement activities. These law firms may be retained on a contingent fee basis whereby such law firms are paid on a scaled percentage of any negotiated fees, settlements or judgments awarded based on how and when the fees, settlements or judgments are obtained.
Patent Enforcement and Legal Proceedings
The Company is subject to claims, counterclaims and legal actions that arise in the ordinary course of business. Management believes that the ultimate liability with respect to these claims and legal actions, if any, will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
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 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.
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. Those members of management and the Board separated from Acacia in 2018 and 2019 and the Veritone 10% Warrants were subsequently exercised in 2020 and 2021.
We had been engaged in a dispute involving those former executives’ profit interests in AIP (the “AIP Matter”) and on August 2, 2024 the AIP Matter was settled, which resulted in a $ 14.5 million payment by Acacia during the year ended December 31, 2024. Accordingly, for the year ended December 31, 2024, non-recurring legacy legal expense includes an aggregate additional expense of $ 12.9 million, which is incremental to amounts expensed in prior periods.
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Guarantees and Indemnifications
Acacia and certain of Acacia’s operating subsidiaries have made guarantees and indemnities under which they may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions, including revenue transactions in the ordinary course of business. 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. 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. The duration of the guarantees and indemnities varies and, in many cases is indefinite but subject to statute of limitations. The majority of guarantees and indemnities do not provide any limitations of the maximum potential future payments that Acacia could be obligated to make. To date, Acacia has made no material payments related to these guarantees and indemnities. Acacia estimates the fair value of its indemnification obligations to be immaterial based on this history and therefore, have not recorded any material liability for these guarantees and indemnities in the consolidated balance sheets. Additionally, no events or transactions have occurred that would result in a material liability as of December 31, 2025.
Printronix posted collateral in the form of a surety bond or other similar instruments, which are issued by independent insurance carriers (the “Surety”), to cover the risk of loss related to certain customs and employment activities. If any of the entities that hold such bonds should require payment from the Surety, Printronix would be obligated to indemnify and reimburse the Surety for all costs incurred. As of December 31, 2025 and 2024, Printronix had approximately $ 100,000 of these bonds outstanding.
Environmental Cleanup
Energy Operations
Benchmark is engaged in oil and natural gas exploration and production and may become subject to certain liabilities as they relate to environmental cleanup of well production and also may become subject to certain liabilities as they relate to environmental cleanup of well sites or other environmental restoration procedures as they relate to oil and natural gas wells and the operation thereof. In connection with Benchmark’s acquisition of existing or previously drilled well bores, Benchmark may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental cleanup or restoration, Benchmark would be responsible for curing such a violation. No claim has been made, nor is management aware of any liability that exists, as it relates to any environmental cleanup, restoration, or the violation of any rules or regulations relating thereto for the year ended December 31, 2025.
17. STOCKHOLDERS’ EQUITY
Repurchases of Common Stock
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 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.
18. EQUITY-BASED INCENTIVE PLANS
Stock-Based Incentive Plans
The 2024 Acacia Research Corporation Stock Incentive Plan (“2024 Plan”), the 2016 Acacia Research Corporation Stock Incentive Plan (“2016 Plan”) and the 2013 Acacia Research Corporation Stock Incentive Plan (“2013 Plan”) (collectively, the “Plans”) were approved by the stockholders of Acacia in June 2024, June 2016 and May 2013, respectively. 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
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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.
Acacia’s compensation committee administers the Plans. The compensation committee determines which eligible individuals are to receive option grants, stock issuances or restricted stock units under the 2024 Plan, the time or times when the grants or issuances are to be made, the number of shares subject to each grant or issuance, the status of any granted option as either an incentive stock option or a non-statutory stock option under the federal tax laws, the vesting schedule to be in effect for the option grant, stock issuance or restricted stock units and the maximum term for which any granted option is to remain outstanding. The 2024 Plans terminates no later than the tenth anniversary of the approval of the plan by Acacia’s stockholders.
The 2024 Plan provides for the following separate programs:
Stock Issuance Program . Under the stock issuance program, eligible individuals may be issued shares of common stock directly, as determined by the 2024 Plan administrator. 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. The eligible individuals receiving awards under the 2013 Plan stock issuance program had full stockholder rights with respect to any shares of common stock issued to them, whether or not their interest in those shares was vested.
Discretionary Option Grant Program . Under the discretionary option grant program, Acacia’s compensation committee may grant (1) non-statutory options to purchase shares of common stock to eligible individuals in the employ or service of Acacia or its subsidiaries (including employees, non-employee board members and consultants) at an exercise price not less than 100 % of the fair market value of those shares on the grant date, and (2) incentive stock options to purchase shares of common stock to eligible employees at an exercise price not less than 100 % of the fair market value of those shares on the grant date (not less than 110 % of fair market value if such employee actually or constructively owns more than 10 % of Acacia’s voting stock or the voting stock of any of its subsidiaries (a “10% shareholder”)). Fair market value is generally equal to the closing price per share of the Company’s common stock on the principal securities exchange on which the common stock is traded on the date the option is granted (or if there was no closing price on that date, on the last preceding date on which a closing price was reported). Stock options will generally have a term of ten years from the date of grant; provided that the term of an incentive stock option granted to a 10% shareholder may not exceed five years from the date of grant.
Discretionary Restricted Stock Unit Grant Program . Under the discretionary restricted stock unit program, Acacia’s compensation committee may grant restricted stock units to eligible individuals, which vest upon the attainment of performance milestones or the completion of a specified period of service. 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, 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).
The number of shares of common stock initially reserved for issuance under the 2013 Plan was 4,750,000 shares. The 2013 Plan has expired, and while awards remain outstanding under the 2013 Plan, no new awards may be granted under the 2013 Plan. The stock issued, or issuable pursuant to still-outstanding awards, under the 2013 Plan shall be shares of authorized but unissued or reacquired common stock, including shares repurchased by the Company on the open market. As of the effective date of the 2016 Plan, 625,390 shares of common stock remained available for issuance under the 2013 Plan.
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
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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, 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. The plan administrator may amend or modify the 2024 Plan at any time, subject to any required stockholder approval. As of December 31, 2025, there are 15,642,346 shares of common stock reserved for issuance under the Plans.
The following table summarizes stock option activity for the Plans:
Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted
Average
Remaining Contractual Life
(In thousands)
Outstanding at December 31, 2024 1,001,520 $ 4.16 $ 437 7.3 years
Granted — $ — $ —
Exercised ( 8,333 ) $ 3.58 $ 3
Forfeited/Expired — $ — $ —
Outstanding at December 31, 2025 993,187 $ 4.16 $ — 6.3 years
Exercisable at December 31, 2025 834,208 $ 4.19 $ — 6.3 years
Vested and expected to vest at December 31, 2025 993,187 $ 4.16 $ — 6.3 years
Unrecognized stock-based compensation expense at December 31, 2025 (in thousands) $ 40
Weighted average remaining vesting period at December 31, 2025 0.2 years
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, 2025 and 2024 was $ 420,000 and $ 521,000 , respectively.
The following table summarizes nonvested restricted stock activity for the Plans:
RSAs RSUs PSUs
Shares Weighted
Average Grant
Date Fair Value Units Weighted
Average Grant
Date Fair Value Units Weighted
Average Grant
Date Fair Value
Nonvested at December 31, 2024 67,668 $ 3.63 833,195 $ 4.42 1,981,464 $ 4.61
Granted 69,531 $ 3.60 193,032 $ 3.73 — $ —
Vested ( 137,199 ) $ 3.61 ( 524,208 ) $ 4.46 — $ —
Forfeited — $ — — $ — — $ —
Nonvested at December 31, 2025 — $ — 502,019 $ 4.11 1,981,464 $ 4.61
Unrecognized stock-based compensation expense at December 31, 2025 (in thousands) $ — $ 716 $ 749
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
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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 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:
Years Ended
December 31,
2025 2024
(In thousands)
Options $ 250 $ 481
RSAs 295 466
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 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.
19. RETIREMENT SAVINGS PLANS AND SEVERANCE
Retirement Savings Plans
Acacia has an employee savings and retirement plan under Section 401(k) of the Internal Revenue Code. The plan is a defined contribution plan in which eligible employees may elect to have a percentage of their compensation contributed to the plan, subject to certain guidelines issued by the Internal Revenue Service. During the years ended December 31, 2025 and 2024, Acacia’s total contribution to the plan was $ 138,000 and $ 170,000 , respectively.
In the United States of America, Printronix has a 401(k) Savings and Investment Plan, for all eligible U.S. employees, which is designed to be tax deferred in accordance with the provisions of Section 401(k). Printronix matches employee contributions dollar-for-dollar up to the first 1 percent of compensation, and then an additional $ 0.50 to-the-dollar on the next 1 percent of employee compensation. Printronix’s contributions have graded-vesting annually and become fully vested to the employee after four full years of employment. During the years ended December 31, 2025 and 2024, Printronix’s total contribution to the plan was $ 54,000 and $ 51,000 , respectively.
Printronix has statutory obligations to contribute to overseas employee retirement funds or the local social security pension funds in China, Malaysia, Singapore, France, Netherlands and the United Kingdom. During the years ended December 31, 2025 and 2024, Printronix’s total contribution overseas was $ 547,000 and $ 561,000 , respectively.
Deflecto has a defined contribution plan under Section 401(k) for salaried and hourly 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, 2025 and 2024 total severance expense was zero and $ 203,000 , respectively.
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20. INCOME TAXES
The components of income (loss) before income taxes were as follows:
Years Ended December 31,
2025 2024
(In thousands)
Domestic $ 28,841 $ ( 40,372 )
Foreign 2,470 2,225
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 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 %
Tax Credits
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
State
Texas 119
All other states 216
Foreign
China 490
Canada 565
Malaysia 198
Other foreign jurisdictions 309
Total 2,297
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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 %
Foreign rate differential ( 5 ) %
Noncontrolling interests in operating subsidiaries 1 %
Nondeductible permanent items ( 1 ) %
Expired tax attributes ( 15 ) %
Transaction Costs ( 2 ) %
Valuation allowance 13 %
Other ( 3 ) %
Effective income tax rate 9 %
Acacia’s income tax benefit (expense) for the periods presented consisted of the following:
Years Ended December 31,
2025 2024
(In thousands)
Current:
Federal $ ( 637 ) $ ( 191 )
State ( 390 ) ( 111 )
Foreign ( 1,369 ) ( 2,812 )
Total current ( 2,396 ) ( 3,114 )
Deferred:
Federal ( 10,443 ) 1,239
State 753 107
Foreign 1,071 376
Total deferred ( 8,619 ) 1,722
Change in valuation allowance 4,174 4,841
Income tax (expense) benefit $ ( 6,841 ) $ 3,449
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The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following:
December 31,
2025 2024
(In thousands)
Deferred tax assets:
Net operating loss and capital loss carryforwards and credits $ 41,090 $ 50,453
Unrealized loss on investments held at fair value 880 1,025
Compensation expense for share-based awards 838 693
Accrued expenses 3,631 3,677
Lease liability 2,670 2,010
State taxes 31 17
Total deferred tax assets 49,140 57,875
Valuation allowance ( 22,078 ) ( 26,250 )
Total deferred tax assets, net of valuation allowance 27,062 31,625
Deferred tax liabilities:
ROU Asset ( 2,142 ) ( 1,956 )
Fixed assets and intangibles ( 6,726 ) ( 8,062 )
Basis of investment in affiliates ( 5,589 ) ( 3,983 )
Other 79 —
Total deferred tax liabilities ( 14,378 ) ( 14,001 )
Net deferred tax assets $ 12,684 $ 17,624
As of December 31, 2025 and 2024, management assessed the realizability of deferred tax assets and evaluated the need for a valuation allowance for deferred tax assets on a jurisdictional basis. This evaluation utilizes the framework contained in ASC 740, “Income Taxes,” wherein management analyzes all positive and negative evidence available at the balance sheet date to determine whether all or some portion of the Company’s deferred tax assets will not be realized. Under this guidance, a valuation allowance must be established for deferred tax assets when it is more-likely-than-not that the asset will not be realized. In assessing the realization of the Company’s deferred tax assets, management considers all available evidence, both positive and negative.
Based upon available evidence, it was concluded on a more-likely-than-not basis that as of December 31, 2025 a valuation allowance of $ 22.1 million was needed for foreign tax credits and certain state tax attributes the Company estimates will expire prior to utilization. As of December 31, 2024, the Company recorded a partial valuation allowance of $ 26.3 million. The valuation allowance decreased by $ 4.2 million for the year ended December 31, 2025. 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.
At December 31, 2025, Acacia had U.S. federal, foreign and state income tax net operating loss carryforwards (“NOLs”) totaling approximately $ 81.4 million, $ 4.6 million and $ 63.3 million, respectively. Pursuant to the Tax Cuts and Jobs Act (“TCJA”) enacted by the U.S. federal government in December 2017, for federal income tax purposes, NOL carryovers generated for our tax years beginning January 1, 2018 can be carried forward indefinitely but will be subject to a taxable income limitation. $ 1.8 million of our foreign NOLs, $ 3.2 million of our state NOLs and all of our federal losses can be carried forward indefinitely. The remaining $ 2.8 million of foreign NOLs and $ 60.1 million of state NOLs will expire in varying amounts through 2040.
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
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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. The Company has completed an analysis through December 31, 2025 and no such ownership change has occurred however ownership changes may occur in the future.
An ownership change did occur for Deflecto upon Acacia’s acquisition on October 18, 2024. Approximately $ 46.9 million of pre-acquisition tax attributes including NOLs are subject to annual limitations under Section 382. The federal NOLs can be carried forward indefinitely but will be subject to a taxable income limitation. The limitation on these attributes have been considered in the Company’s valuation allowance.
As of December 31, 2025, Acacia had approximately $ 19.0 million of foreign tax credits, expiring between 2026 and 2034. In general, foreign taxes withheld may be claimed as a deduction on U.S. corporate income tax returns, or as a credit against U.S. income tax liabilities, subject to certain limitations.
The following changes occurred in the amount of unrecognized tax benefits:
Years Ended December 31,
2025 2024
(In thousands)
Beginning balance $ 935 $ 757
Additions included in purchase accounting for prior year positions — 178
Reductions for prior year tax positions ( 178 ) —
Ending Balance (excluding interest and penalties) 757 935
Interest and penalties — —
Total $ 757 $ 935
At December 31, 2025 and 2024, the Company had total unrecognized tax benefits of approximately $ 757,000 and $ 935,000 , respectively. At December 31, 2025 and 2024, $ 757,000 and $ 936,000 , respectively, of unrecognized tax benefits are recorded in other long-term liabilities. At December 31, 2025, if recognized, $ 757,000 of tax benefits would impact the Company’s effective tax rate.
Acacia recognizes interest and penalties with respect to unrecognized tax benefits in income tax expense (benefit). No interest and penalties have been recorded for the unrecognized tax benefits for the periods presented.
Acacia is subject to taxation in the U.S. and in various state/foreign jurisdictions and incurs foreign tax withholdings on revenue agreements with licensees in certain foreign jurisdictions. The Company’s 2021 through 2025 tax years generally remain subject to examination by federal, state and foreign tax authorities. However, the Company utilized losses dating back to 2006 within the general statute of limitation periods and therefore tax returns from 2006 through 2025 are still subject to challenge by the taxing authorities. The Company has not been notified by an tax authority for income tax audits.
The Company analyzes undistributed earnings of each foreign subsidiary and has accrued withholding tax of $ 678,000 for earnings that are not permanently reinvested. No additional deferred tax liability has been provided for as the parent entity would not be required to include the distribution into income as the amount would be tax free under current law.
TCJA subjects a US shareholder to tax on GILTI earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5. Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. 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
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21. 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,
2025 2024
(In thousands, except share and per share data)
Numerator:
Net income (loss) attributable to common stockholders - Basic 21,682 ( 36,057 )
Net income (loss) attributable to common stockholders - Diluted $ 21,682 $ ( 36,057 )
Denominator:
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, 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 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
Total 192 3,883,847
22. SEGMENT REPORTING
As of December 31, 2025, the Company operates and reports its results in four reportable segments: Intellectual Property Operations, Industrial Operations, Energy Operations and Manufacturing Operations.
The Company reports segment information based on the management approach and organizes its businesses based on products and services. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, and the management approach designates the internal reporting used by the Chief Executive Officer for decision making, allocating resources and performance assessment as the basis for determining the Company’s reportable segments. The performance measure of the Company’s reportable segments is primarily income or (loss) from operations. Income or (loss) from operations for each segment includes all revenues, cost of revenues, gross profit and other operating expenses directly attributable to the segment. Specific asset information is not included in management’s review at this time.
The Company’s Intellectual Property Operations segment invests in IP and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business 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. When applicable, we share net licensing revenue with our patent partners as that program matures, on a prearranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue. Currently, on a consolidated basis, our operating subsidiaries own or control the rights to multiple patent portfolios, which include U.S. patents and certain foreign counterparts, covering technologies used in a variety of industries. We generate revenues and related cash flows from the granting of IP rights for the use of patented technologies that our operating subsidiaries control or own.
The Company’s Industrial Operations segment generates operating income by designing and manufacturing printers and consumable products for various industrial printing applications. Printers consist of hardware and embedded software and may be sold with maintenance service agreements. Consumable products include inked ribbons which are used in
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Printronix’s printers. Printronix’s products are primarily sold through channel partners, such as dealers and distributors, to end-users.
The Company’s Energy Operations segment generates operating income from its wells and engages in the acquisition, exploration, development, and production of oil and natural gas resources located in Texas and Oklahoma. 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 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 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. 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 for the full year ended December 31, 2025 compared to an approximate three month period ended December 31, 2024.
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 and investment team as well as other general business costs.
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.
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The Company’s reportable segment information is as follows:
Years Ended December 31,
2025 2024
Intellectual Property Operations Industrial Operations Energy Operations Manufactur-
ing Operations Total Intellectual Property Operations Industrial Operations Energy Operations Manufactur-
ing Operations Total
(In thousands)
Revenues:
License fees $ 78,355 $ — $ — $ — $ 78,355 $ 19,525 $ — $ — $ — $ 19,525
Revenues - industrial operations — 28,267 — — 28,267 — 30,421 — — 30,421
Oil sales — — 28,524 — 28,524 — — 26,468 — 26,468
Natural gas sales — — 18,186 — 18,186 — — 9,194 — 9,194
Natural gas liquids sales — — 15,086 — 15,086 — — 13,014 — 13,014
Other service sales — — 2,022 — 2,022 — — 507 — 507
Air distribution — — — 37,586 37,586 — — — 7,782 7,782
Transportation safety — — — 42,568 42,568 — — — 7,977 7,977
Office products — — — 34,638 34,638 — — — 7,424 7,424
Total revenues 78,355 28,267 63,818 114,792 285,232 19,525 30,421 49,183 23,183 122,312
Cost of revenues:
Cost of sales - intellectual property operations 50,013 — — — 50,013 24,551 — — — 24,551
Cost of sales - industrial operations — 14,475 — — 14,475 — 14,912 — — 14,912
Cost of sales - manufacturing operations — — — 86,949 86,949 — — — 16,904 16,904
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
Segment gross profit 28,342 13,792 14,503 27,843 84,480 ( 5,026 ) 15,509 12,892 6,279 29,654
Other operating expenses:
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 (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:
December 31,
2025 2024
(In thousands)
Total parent assets $ 117,617 $ 150,033
Segment total assets:
Intellectual property operations 258,335 213,854
Industrial operations 50,866 48,438
Energy operations 216,806 209,355
Manufacturing operations 127,332 134,714
Total assets $ 770,956 $ 756,394
The Company’s revenues and long-lived tangible assets by geographic area are presented below. Intellectual Property Operations revenues are attributed to licensees domiciled in foreign jurisdictions. Printronix’s net sales to external customers are attributed to geographic areas based upon the final destination of products shipped. Deflecto’s net sales to external customers are attributed to geographic areas based upon the origin of products shipped. The Company, primarily
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through its Printronix and Deflecto subsidiaries, has identified three global regions for marketing its products and services: Americas; 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.
Years Ended December 31,
2025 2024
Intellectual Property Operations Industrial Operations Energy Operations Manufactur-
ing Operations Total Intellectual Property Operations Industrial Operations Energy Operations Manufactur-
ing Operations Total
(In thousands)
Revenues by geographic area:
United States $ 74,413 $ 11,957 $ 63,818 $ 66,319 $ 216,507 $ 7,957 $ 12,855 $ 49,183 $ 13,400 $ 83,395
Canada and Latin America — 1,462 — 22,626 24,088 6 857 — 3,569 4,432
Total Americas 74,413 13,419 63,818 88,945 240,595 7,963 13,712 49,183 16,969 87,827
Europe, Middle East and Africa 3,000 7,281 — 4,845 15,126 — 7,974 — 1,575 9,549
China 490 1,525 — 21,002 23,017 4,650 1,482 — 3,923 10,055
India — 1,986 — — 1,986 — 2,700 — 26 2,726
Asia-Pacific, excluding China and India 452 4,056 — — 4,508 6,912 4,553 — 690 12,155
Total Asia-Pacific 942 7,567 — 21,002 29,511 11,562 8,735 — 4,639 24,936
Total revenues $ 78,355 $ 28,267 $ 63,818 $ 114,792 $ 285,232 $ 19,525 $ 30,421 $ 49,183 $ 23,183 $ 122,312
December 31, 2025
Intellectual Property Operations Industrial Operations Energy Operations Manufactur-
ing Operations Total
(In thousands)
Long-lived tangible assets by geographic area:
United States $ 83 $ 163 $ 192,242 $ 6,080 $ 198,568
Canada — — — 6,484 6,484
Europe — 80 — 4,055 4,135
Asia-Pacific — 605 — 2,204 2,809
Total $ 83 $ 848 $ 192,242 $ 18,823 $ 211,996
December 31, 2024
Intellectual Property Operations Industrial Operations Energy Operations Manufactur-
ing Operations Total
(In thousands)
Long-lived tangible assets by geographic area:
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
Total $ 126 $ 1,244 $ 192,435 $ 21,740 $ 215,545
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23. SUBSEQUENT EVENTS
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.
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Supplemental Information on Oil and Natural Gas Properties (Unaudited)
Oil and Gas Producing Activities
The following disclosures are made in accordance with definitions in Accounting Standards Codification (ASC) Topic 932 Extractive Industries – Oil and Gas, and the United States Securities and Exchange Commission’s (SEC) final rule on “Modernization of Oil and Gas Reporting.”
Oil and Gas Reserves. Users of this information should be aware that the process of estimating quantities of “proved,” “proved developed” and “proved undeveloped” crude oil, natural gas liquids (NGLs) and natural gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors, including, but not limited to, additional development activity; evolving production history; crude oil and condensate, NGLs and natural gas prices; and continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions (upward or downward) to existing reserve estimates may occur from time to time. Although reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures.
Proved reserves represent estimated quantities of crude oil, NGLs and natural gas, which, by analysis of geoscience and engineering data, can be estimated, with reasonable certainty, to be economically producible from a given date forward from known reservoirs under then-existing economic conditions, operating methods and government regulations before the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.
Proved developed reserves are proved reserves expected to be recovered under operating methods being utilized at the time the estimates were made, through wells and equipment in place or if the cost of any required equipment is relatively minor compared to the cost of a new well.
All of the oil and natural gas properties in which we have working interests and mineral and royalty interests are located within the continental U.S., within Texas and Oklahoma. Therefore, the following disclosures about our costs incurred and proved reserves are presented on a combined and consolidated basis.
No major discovery or other favorable or adverse event subsequent to December 31, 2025, is believed to have caused a material change in the estimates of net proved reserves as of that date.
Costs Incurred
The following table reflects the costs incurred in oil and gas property acquisition, exploration and development activities.
Years Ended December 31,
2025 2024
(in thousands)
Costs incurred during the year:
Acquisition of properties $ 5,180 $ 170,702
Development costs 8,087 7,728
Total $ 13,267 $ 178,430
Acquisition costs for 2024 in the table above relate primarily to the Revolution acquisition which closed in the second quarter of 2024.
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Capitalized Costs Relating to Crude Oil, Natural Gas and NGLs Producing Activities
Capitalized costs pertain to the producing activities in the Anadarko basin:
Years Ended December 31,
2025 2024
(in thousands)
Capitalized costs:
Properties not being amortized (1)
$ 9,404 $ 4,848
Properties being amortized (1)
215,107 206,094
Total capitalized costs $ 224,511 $ 210,942
Less accumulated depletion, amortization and impairment (30,504) (15,466)
Net capitalized costs $ 194,007 $ 195,476
_________________________
(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
The following table includes revenues and expenses associated with Benchmark’s oil and gas producing activities. It does not include any allocation of Benchmark’s interest costs or general corporate overhead and, therefore, is not necessarily indicative of the contribution to net earnings of Benchmark’s oil and gas operations. 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.
Years Ended December 31,
2025 2024
(in thousands)
Crude oil and natural gas sales $ 61,796 $ 48,676
Production costs and other expense (32,713) (23,434)
Depreciation, depletion, amortization (15,586) (12,882)
Other operating expense (3,681) (3,181)
Results from crude oil and natural gas producing activities $ 9,816 $ 9,179
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Proved Reserves
The following table presents Benchmark’s estimated proved reserves by product.
Crude Oil
(MBbl) Natural Gas
(MMcf) NGLs
(MBbl) Total
(MBoe)
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)
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
2024 5,315 68,110 8,613 25,279
2025 4,874 60,709 7,362 22,354
Year-end proved undeveloped reserves (1)
2024 — — — —
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 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 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.
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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:
Proved
Undeveloped
Reserves
(MBoe)
Balance at December 31, 2024 —
Production —
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
The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves is not intended to provide an estimate of the replacement cost or fair market value of Benchmark’s oil and natural gas properties. An estimate of fair market value would also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs, potential improvements in industry technology and operating practices, the risks inherent in reserves estimates and perhaps different discount rates.
The following tables reflect Benchmark’s standardized measure of discounted future net cash flows from its proved reserves.
Years Ended December 31,
2025 2024
(in thousands)
Future cash inflows $ 896,743 $ 657,906
Future costs:
Production (336,254) (337,377)
Development and abandonment (146,266) (24,385)
Income taxes (3,062) (2,497)
Future net cash inflows 411,161 293,647
10% annual discount factor (206,059) (127,488)
Standardized measure of discounted future net cash flows $ 205,102 $ 166,159
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Future cash inflows, development costs and production costs were computed using the same assumptions for prices and costs that were used to estimate Benchmark’s proved oil and gas reserves at the end of each year. 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. 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:
Years Ended December 31,
2025 2024
(in thousands)
Balance at beginning of period $ 166,159 $ 24,337
Sales of crude oil and natural gas, net of production costs (29,083) (26,094)
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 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
Net change of income taxes (99) (1,174)
Change in production rates (timing) and other (5,776) 2,021
Balance at end of period $ 205,102 $ 166,159
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