Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in Part I, Item 1 (Financial Statements and Supplementary Data) of this Form 10-Q.
Overview
We are a leading independent manufacturer of complex, highly engineered precision cast components and nickel- and cobalt-based superalloys serving the high growth Aerospace and IGT end markets, both of which are experiencing demand super cycles. Our products are manufactured to precise dimensional accuracy. We believe we are one of a limited number of companies worldwide with the cutting-edge engineering, chemistry and metallurgy expertise, along with the large-scale specialized casting equipment required to manufacture these mission-critical parts under strict environmental controls for the most demanding applications within our end markets. Through decades of operations, we have developed deep engineering expertise, technical know-how, and a collaborative, customer-centric culture that provides solutions to our original equipment manufacturer (“OEM”) customers’ most complex casting challenges. Our capabilities and operational expertise complement our advanced manufacturing assets, leading to best-in-class quality assurance processes that allow us to deliver reliable performance at scale.
Our operations consist of three reportable segments, Engine Products — North America, Engine Products — Europe and Turbo Wheels, and we maintain 14 principal facilities. For the three months ended June 28, 2026 our revenue was $268.7 million, net loss was $131.1 million, adjusted EBITDA was $47.8 million (with an adjusted EBITDA margin of 17.8%) and capital expenditures were $5.4 million. For the three months ended June 28, 2026, the combined revenue for Engine Products, Europe and North America, was $220.7 million and adjusted EBITDA was $51.8 million. For the three months ended June 28, 2026, the Aerospace and IGT end markets represented 42.0% and 39.4% of our revenue, respectively. For the six months ended June 28, 2026 our revenue was $505.3 million, net loss was $178.5 million, adjusted EBITDA was $87.9 million (with an adjusted EBITDA margin of 17.4%) and capital expenditures were $15.7 million. For the six months ended June 28, 2026, the combined revenue for Engine Products, Europe and North America, was $411.5 million and adjusted EBITDA was $94.9 million. For the six months ended June 28, 2026, the Aerospace and IGT end markets represented 40.8% and 39.5% of our revenue, respectively. For a discussion of the use of adjusted EBITDA and adjusted EBITDA margin, and a reconciliation to the most directly comparable U.S. GAAP measures, see “Non-GAAP Financial Measures” below. In 2026, as compared to 2025, demand continues to grow in the aerospace and industrial gas turbines markets. Both markets are supported by highly-attractive, long-term structural growth drivers and are experiencing demand super cycles, with demand tailwinds from growing installed bases and OEM order backlogs.
In the six months ended June 28, 2026, the Company derived approximately 80.3% of its revenue from products sold to the aerospace and IGT markets. Both end markets are supported by highly attractive, long-term structural growth drivers, and are currently experiencing powerful demand super cycles, creating a very strong long-term growth environment for our business. In the Aerospace end market, rising global air travel, fuel efficiency prioritization, lagging aircraft deliveries, and aging fleets are driving multi-year demand for our engine components and other structural castings. In the IGT end market, increasing global electricity demand that current grid infrastructure cannot maintain is enhancing the demand for natural gas and our IGT parts. These secular tailwinds are driving significant demand with major OEMs as customer order backlogs currently extend well into the 2030s. However, these conditions are subject to change as a result of decreases in global air travel, aircraft delivery schedule shifts, changes in grid infrastructure investment, OEM production rate adjustments, and broader macroeconomic developments, any of which could cause our recent financial performance not to be necessarily indicative of future operating results or financial condition.
Governmental policies, laws and regulations, and other geopolitical and economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow. The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.
20
Table of Contents
Initial Public Offering
On June 26, 2026, we completed our Initial Public Offering of shares on the New York Stock Exchange (the “IPO”) in which we issued and sold 32,037,372 ordinary shares, including pursuant to the underwriters’ exercise of their option to purchase additional ordinary shares in full, at an IPO price of $33.00 per share. We received net proceeds from the IPO of $994 million after deducting underwriting discounts. We also completed two concurrent Private Placements in which we issued and sold 2,272,727 shares and 2,083,593 shares, respectively. We received net proceeds from the Private Placements of approximately $72 million after deducting placement agent fees, from one private placement and approximately $69 million from the other private placement, which did not involve placement agents. In connection with consummation of the IPO, the legal status of the Company changed from a Jersey private company to Jersey public limited company and our company name changed from DPC Holdings Limited to DPC Holdings PLC.
Results of Operations
Three months ended June 28, 2026 compared with three months ended June 29, 2025
The following table summarizes our results of operations for the three months ended June 28, 2026 and June 29, 2025. This information should be read together with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. For a discussion of results by segment, see “Segment Information” below.
Three months ended
Change
June 28,
June 29,
(in $ million except percentages)
2026
2025
$ millions
%
Revenue
268.7
200.9
67.8
33.7
%
Cost of sales
(199.3)
(150.4)
(48.9)
32.5
%
Gross profit
69.4
50.5
18.9
37.4
%
Selling, general and administrative expenses
(189.6)
(44.7)
(144.9)
324
%
Interest expense
(33.2)
(55.4)
22.2
(40.1)
%
Interest income
0.2
0.2
—
0.0
%
Foreign currency gain, net
8.8
12.9
(4.1)
(31.8)
%
Reversal of write down of disposal group held for sale
—
3.1
(3.1)
(100.0)
%
Loss before income tax
(144.4)
(33.4)
(111.0)
332.3
%
Income tax benefit/(expense)
13.3
(16.0)
29.3
(183.1)
%
Net loss
(131.1)
(49.4)
(81.7)
165.4
%
Revenue
Sources of revenue
We generate revenue from a diverse number of end markets and geographical areas. The principal geographical areas are the United States, UK, Rest of Europe and the Rest of the World. We produce Engine Products for the Aerospace and IGT end markets, which include turbine airfoils and structural castings, as well as turbocharger wheels for the Transportation end market. We are vertically integrated with the production of advanced superalloy materials, which are used as the raw material for our investment castings and also sold externally to other casting manufacturers operating principally in the Aerospace and IGT end markets.
21
Table of Contents
We generated revenue of $268.7 million for the three months ended June 28, 2026, compared to revenue of $200.9 million for the three months ended June 29, 2025, representing an increase of $67.8 million or 33.7%. The following table sets forth the end market breakdown of revenue for the three months ended June 28, 2026 and June 29, 2025:
Three months ended
June 28,
June 29,
(in $ millions)
2026
2025
Aerospace
112.9
76.7
IGT
106.0
74.6
Transportation
49.8
49.6
Third-party revenue
268.7
200.9
The principal drivers behind this increase in revenue consisted of growth in the Aerospace and IGT end markets of 47.2% and 42.1%, respectively and 0.4% growth in the transportation end market. Revenue also benefited from $9 million of metal price inflation pass-through to customers in the three months ended June 28, 2026.
Cost of sales
Cost of sales primarily consists of direct costs required to manufacture our products and provide our services. These costs include the cost of metal, direct labor, energy and utility costs, other materials and overhead costs directly related to our product and services. Overhead costs include depreciation of property, plant and equipment, sub-contract costs, freight costs and repairs and maintenance. The costs of metal, direct labor and energy account for the largest portion of our cost of sales.
Cost of sales for the three months ended June 28, 2026 increased by $48.9 million, or 32.5%, to $199.3 million compared to $150.4 million for the three months ended June 29, 2025. The increase in cost of sales for the three months ended June 28, 2026 is primarily attributable to increases in volume of parts sold into the Aerospace and IGT end markets and output, across both our IGT and Aerospace end markets.
Gross profit
Gross profit for the three months ended June 28, 2026 increased by $18.9 million, or 37.4%, to $69.4 million compared to $50.5 million for the three months ended June 29, 2025. The increase was primarily due to the increase in output which drove the revenue growth.
Selling, general and administrative expenses
Selling, general and administrative, or SG&A, expense primarily consists of expenses related to the employment costs of the Company’s management and other non-production individuals at the manufacturing facilities, along with the general costs of support functions such as finance, accounting, legal, information technology and human resources. Selling, general and administrative expenses were $189.6 million in the three months ended June 28, 2026 compared to $44.7 million for the three months ended June 29, 2025, representing an increase of 324.2%. The increase was due primarily to additional expenses relating to the MIP of $129.5 million and non-cash share-based payments compensation recognized of $19.9 million.
Interest expense, net
Interest expense, net for the three months ended June 28, 2026 was $33.0 million, compared to $55.2 million for the three months ended June 29, 2025. The reduction in the net interest expense reflects the 85% Shareholder PIK Loan Retirement which became effective on March 19, 2026 which resulted in a lower accrued interest amount in the three months ended June 28, 2026. The Shareholder PIK Loan was repaid in full on June 26, 2026, following the IPO.
See Note 8 to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional detail related to the Company’s borrowings.
22
Table of Contents
Foreign currency gain/(loss), net
We recorded a foreign currency gain, net, of $8.8 million for the three months ended June 28, 2026, as compared to a foreign currency gain, net of $12.9 million for the three months ended June 29, 2025. Foreign currency gains and losses are recognized in respect of our external and intra-Group financing structure. The gain for the three months ended June 28, 2026, related to the movement in the foreign exchange rate between USD and GBP.
Income tax expense
We recorded an income tax benefit of $13.3 million for the three months ended June 28, 2026, compared to an income tax expense of $16.0 million for the three months ended June 29, 2025. The benefit in the three months ended June 28, 2026 compared to the expense in the three months ended June 29, 2025 is primarily attributable to the impact of changes in valuation allowances in the United Kingdom and Ivostud Germany, for non-deductible interest expense and other non-deductible expenses in the United Kingdom.
Net loss
Net loss was $131.1 million, or $(1.14) per share, for the three months ended June 28, 2026 compared to a net loss of $49.4 million, or $(0.44) per share, for the three months ended June 29, 2025. The increase of $81.7 million in the second quarter of 2026 was primarily due to the increase in valuation of the MIP liability, as a result of the IPO pricing.
Six months ended June 28, 2026 compared with six months ended June 29, 2025
The following table summarizes our results of operations for the six months ended June 28, 2026 and June 29, 2025. This information should be read together with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. For a discussion of results by segment, see “Segment Information” below.
Six months ended
Change
June 28,
June 29,
(in $ millions except percentages)
2026
2025
$ millions
%
Revenue
505.3
389.0
116.3
29.9
%
Cost of sales
(379.3)
(296.3)
(83.0)
28.0
%
Gross profit
126.0
92.7
33.3
35.9
%
Selling, general and administrative expenses
(234.4)
(86.7)
(147.7)
170
%
Interest expense
(86.2)
(107.5)
21.3
(19.8)
%
Interest income
0.5
0.3
0.2
66.7
%
Foreign currency gain, net
6.6
20.9
(14.3)
(68.4)
%
Reversal of write down of disposal group held for sale
—
3.1
(3.1)
(100.0)
%
Loss before income tax
(187.5)
(77.2)
(110.3)
142.9
%
Income tax benefit/(expense)
9.0
(25.3)
34.3
(135.6)
%
Net loss
(178.5)
(102.5)
(76.0)
74.1
%
23
Table of Contents
Revenue
Sources of Revenue.
We generated revenue of $505.3 million for the six months ended June 28, 2026, compared to revenue of $389.0 million for the six months ended June 29, 2025, representing an increase of $116.3 million or 29.9%. The following table sets forth the end market breakdown of revenue for the six months ended June 28, 2026 and June 29, 2025:
Six months ended
June 28,
June 29,
(in $ millions)
2026
2025
Aerospace
206.2
141.2
IGT
199.6
148.0
Transportation
99.5
99.8
Third-party revenue
505.3
389.0
The principal drivers behind this increase in revenue consisted of growth in the Aerospace and IGT end markets of 46.0% and 34.9%, respectively and a 0.3% reduction in the transportation end market. Revenue also benefited from $15 million of metal price inflation pass-through in the six months ended June 28, 2026.
Cost of Sales
Cost of sales for the six months ended June 28, 2026 increased by $83.0 million, or 28.0%, to $379.3 million compared to $296.3 million for the six months ended June 29, 2025. The increase in cost of sales for the six months ended June 28, 2026 is primarily attributable to increases in volume of parts sold into the Aerospace and IGT end markets and output, across both our IGT and Aerospace end markets.
Gross Profit
Gross profit for the six months ended June 28, 2026 increased by $33.3 million, or 35.9 %, to $126.0 million compared to $92.7 million for the six months ended June 29, 2025. The $33.3 increase was primarily due to the increase in output which drove the revenue growth.
Selling, general and administrative expenses
Selling, general and administrative expenses were $234.4 million for the six months ended June 28, 2026, compared to $86.7 million for the six months ended June 29, 2025, representing an increase of $147.7 million. The increase was due primarily to additional expenses relating to the MIP of $142.9 million and non-cash share-based payments compensation recognized of $19.9 million.
Interest expense, net
Interest expense, net for the six months ended June 28, 2026 was $85.7 million, compared to $107.2 million for the six months ended June 29, 2025. This was primarily due to the 85% reduction in the principal balance and subsequent repayment of the Shareholder PIK Loan resulting in lower interest charged.
Foreign currency gain/(loss), net
We recorded a foreign currency gain, net of $6.6 million for the six months ended June 28, 2026, as compared to a foreign currency gain, net of $20.9 million for the six months ended June 29, 2025. Foreign currency gains and losses are recognized in respect of our external and intra-Group financing structure. The gain for the six months ended June 28, 2026, related to the movement in the foreign exchange rate between USD and GBP.
24
Table of Contents
Income tax expense
We recorded an income tax benefit of $9.0 million for the six months ended June 28, 2026, compared to an income tax expense of $25.3 million for the six months ended June 29, 2025. The benefit in the six months ended June 28, 2026 compared to the expense in the six months ended June 29, 2025 is primarily attributable to the impact of changes in valuation allowances in the United Kingdom and Ivostud Germany, non-deductible interest expense and other non-deductible expenses in the United Kingdom. The year over year change in effective tax rate was also attributable to changes in the geographic mix of pre-tax impact, with particular impact from the recognition of the Shareholder PIK Loan Retirement in the three months ended March 29, 2026 and costs resulting from the Company’s IPO, which altered the distribution of earnings and losses across tax jurisdictions.
Net income/ (loss)
Net loss was $178.5 million, or $(1.57) per share, in six months ended June 28, 2026, compared to a net loss of $102.5 million, or $(0.91) per share, for the six months ended June 29, 2025. The increase of $76.0 million in the six months ended June 28, 2026 was primarily due to the increase in valuation of the MIP liability as a result of the IPO pricing.
Segment Information
Our three reportable segments are: Engine Products - North America, Engine Products - Europe and Turbo Wheels. The Group has concluded that their operating segments are consistent with their reportable segments.
Engine Products - North America
The Engine Products - North America segment predominantly serves the Aerospace end market and it is vertically integrated through its superalloy production facility at our Long Beach facility and aerospace casting facilities in Groton, Connecticut, Springfield, Massachusetts, and Oxford, Alabama in the United States, and Mexicali, Mexico.
Engine Products - Europe
The Engine Products - Europe segment predominantly serves the IGT end market and is vertically integrated through superalloy production at our R&C Sheffield, UK and Bochum, Germany, and casting facilities at Deritend, UK, Bochum, Germany, and Chard, UK.
Turbo Wheels
Our Turbo Wheels segment serves the passenger, commercial, and off-highway vehicle end markets with casting facilities in India, China, the United States, and the UK. This segment procures alloys required for its production externally.
The following table sets forth our end markets and key products and components:
Engine products
Turbo Wheels
Aerospace
Industrial Gas Turbines
Transportation
Engine Structural Castings
Turbine Airfoils (Blades and Vanes)
Hot-side turbo wheels
Turbine Airfoils (Blades and Vanes)
Combustion Heat Tiles & Near Flow Path Seals
Torque Bars
Structural Castings
VIM Superalloys
VIM Superalloys
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Table of Contents
Engine Products – Europe
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Third-party revenue
123.3
82.9
226.9
162.7
Inter-segment sales
—
—
—
—
Gross segment revenue
123.3
82.9
226.9
162.7
Adjusted cost of sales (1)
(85.7)
(56.7)
(156.7)
(115.1)
Adjusted selling, general and administrative expenses (1)
(4.4)
(4.3)
(10.3)
(7.8)
Other segment items (2)
(3.4)
(2.5)
(6.9)
(5.5)
Segment adjusted EBITDA (3)
29.8
19.4
53.0
34.3
Segment adjusted EBITDA margin (3)
24.2
%
23.4
%
23.4
%
21.1
%
(1) Cost of sales and selling, general and administrative expenses have been adjusted to exclude depreciation and amortization, restructure and other reorganization costs, claims, settlements and litigation costs, and the long-term management incentive plan. The adjusted cost of sales includes adjustments for inter-segment sales.
(2) Other segment items including research and development costs, and corporate expenses recharges.
(3) Segment adjusted EBITDA margin is the quotient of Segment adjusted EBITDA divided by Gross segment revenue. Segment adjusted EBITDA margin is calculated based on the exact segment adjusted EBITDA and gross segment revenue and therefore may not calculate the same based off the rounded figures presented above.
Gross segment revenue for the Engine Products - Europe segment increased $40.4 million, or 48.7%, in the three months ended June 28, 2026 compared to the three months ended June 29, 2025, and increased $64.2 million, or 39.5%, in the six months ended June 28, 2026, compared to the six months ended June 29, 2025, in each case, primarily due to output increase linked to the strong end market, including OEM build rates. Adjusted cost of sales in both the three and six months ended June 28, 2026, increased broadly in proportion to the increase in revenue compared to the three and six months ended June 29, 2025.
The increase in sales has dropped through to segment adjusted EBITDA at 25.7% in the second quarter of 2026, and 29.1% in the six months ended June 28, 2026. This resulted in an increase in segment adjusted EBITDA margin of 80 basis points in the second quarter 2026 compared to the second quarter 2025, and an increase of 230 basis points in the six months ended June 28, 2026 compared to the six months ended June 29, 2025.
Capital expenditure is expected to remain elevated, with additional investments in capacity expansions to accommodate increased customer demand and delivery of two strategic IGT customer partnership agreements.
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Table of Contents
Engine Products - North America
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Third-party revenue
97.4
70.9
184.8
132.0
Inter-segment sales
0.0
4.6
(0.2)
9.4
Gross segment revenue
97.4
75.5
184.6
141.4
Adjusted cost of sales (1)
(68.3)
(54.7)
(128.5)
(101.6)
Adjusted selling, general and administrative expenses (1)
(2.7)
(3.3)
(6.5)
(6.0)
Other segment items (2)
(4.4)
(3.0)
(7.7)
(6.3)
Segment adjusted EBITDA (3)
22.0
14.5
41.9
27.5
Segment adjusted EBITDA margin (3)
22.6
%
19.2
%
22.7
%
19.4
%
(1) Cost of sales and selling, general and administrative expenses have been adjusted to exclude depreciation and amortization, restructure and other reorganization costs, claims, settlements and litigation costs, and the long-term management incentive plan. The adjusted cost of sales includes adjustments for inter-segment sales.
(2) Other segment items including research and development costs, and corporate expenses recharges.
(3) Segment adjusted EBITDA margin is the quotient of Segment adjusted EBITDA divided by Gross segment revenue. Segment adjusted EBITDA margin is calculated based on the exact segment adjusted EBITDA and gross segment revenue and therefore may not calculate the same based off the rounded figures presented above.
Gross segment revenue for the Engine Products - North America segment increased $21.9 million, or 29.0%, in the second quarter of 2026 compared to the second quarter of 2025, and increased $43.2 million, or 30.6%, in the six months ended June 28, 2026 compared to the six months ended June 29, 2025, in each case, primarily attributable to increased output following investments in capacity increases. Our facility in Groton, CT, is benefiting from the installation of new capital equipment as production continues to ramp up. Adjusted cost of sales for Engine Products – North America in both the three and six months ended June 28, 2026, increased at a lower rate than the increase in revenue compared to the three and six months ended June 29, 2025 reflecting the operational leverage impact of the revenue increase.
The increase in sales has dropped through to segment adjusted EBITDA at 28.3% in the second quarter of 2026, and 27.3% in the six months ended June 28, 2026. This resulted in an increase in segment adjusted EBITDA margin of 340 basis points in the second quarter 2026 compared to the second quarter 2025, and an increase of 330 basis points in the six months ended June 28, 2026 compared to the six months ended June 29, 2025.
Segment adjusted EBITDA was $22.0 million, up 51.7% year over year, driven by operating leverage from volume growth and value-based pricing.
Capital expenditure is expected to remain elevated, with additional investments in capacity expansions to support market growth and our two Aero Customer Strategic Partnerships including the building of a greenfield superalloy facility in Alabama.
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Table of Contents
Turbo Wheels
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Third-party revenue
48.0
47.1
93.6
94.3
Inter-segment sales
0.1
—
0.1
—
Gross segment revenue
48.1
47.1
93.7
94.3
Adjusted cost of sales (1)
(40.9)
(38.9)
(79.0)
(79.1)
Adjusted selling, general and administrative expenses (1)
(4.7)
(4.2)
(9.4)
(7.6)
Other segment items (2)
(0.9)
(0.4)
(2.0)
(0.9)
Segment adjusted EBITDA (3)
1.6
3.6
3.3
6.7
Segment adjusted EBITDA margin (3)
3.3
%
7.6
%
3.5
%
7.1
%
(1) Cost of sales and selling, general and administrative expenses have been adjusted to exclude depreciation and amortization, restructure and other reorganization costs, claims, settlements and litigation costs, and the long-term management incentive plan. The adjusted cost of sales includes adjustments for inter-segment sales.
(2) Other segment items including research and development costs, and corporate expenses recharges.
(3) Segment adjusted EBITDA margin is the quotient of Segment adjusted EBITDA divided by Gross segment revenue. Segment adjusted EBITDA margin is calculated based on the exact segment adjusted EBITDA and gross segment revenue and therefore may not calculate the same based off the rounded figures presented above.
Gross segment revenue for the Turbo Wheels segment increased $1.0 million, or 2.1%, in the three months ended June 28, 2026 compared to the three months ended June 29, 2025, and decreased $0.6 million or 0.6% in the six months ended June 28, 2026 compared to the six months ended June 29, 2025, largely due to lower revenue from Ivostud (business held for sale). Excluding Ivostud, revenue grew 8% in the three months ended June 28, 2026 and 5% in the six months ended June 28, 2026, with market share gain in a flat market and favorable mix changes.
Segment adjusted EBITDA decreased $2.0 million, or 55.6%, in the three months ended June 28, 2026 compared to the three months ended June 29, 2025, and decreased $3.4 million, or 50.7% in the six months ended June 28, 2026 compared to the six months ended June 29, 2025, primarily due to a loss at Ivostud of $1.4 million and $1.3 million respectively.
Segment adjusted EBITDA margin decreased approximately 430 basis points in the second quarter of 2026 compared to the second quarter of 2025 and decreased approximately 360 basis points in the six months to June 28, 2026 compared to the six months ended June 29, 2025. Excluding Ivostud, segment adjusted EBITDA margin was 8.0% in the three months ended June 28, 2026, a decrease of approximately 310 basis points compared to the second quarter of 2025.
28
Table of Contents
The following table reconciles Total Segment Adjusted EBITDA to Net loss. Differences between the Total Segment Adjusted EBITDA and consolidated EBITDA totals are in unallocated corporate expenses.
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Segment adjusted EBITDA
53.4
37.5
98.2
68.5
Unallocated corporate expenses
(5.6)
(1.5)
(10.3)
(3.5)
One-time costs related to the IPO
(9.1)
(0.1)
(16.6)
(0.3)
Long-term management incentive plan
(129.5)
(22.8)
(142.9)
(43.5)
IT development project & others
(2.1)
(1.1)
(2.1)
(1.9)
Share-based compensation
(19.9)
—
(19.9)
—
Foreign currency gain, net
8.8
12.9
6.6
20.9
Reversal of write down of disposal group held for sale
—
3.1
—
3.1
Site closure and refinancing costs
0.1
(1.4)
—
(1.4)
Loss on disposal
(0.1)
—
—
—
Claims, settlements and litigation costs
—
1.7
—
1.7
Interest expense (1)
(33.2)
(55.4)
(86.2)
(107.5)
Interest income
0.2
0.2
0.5
0.3
Depreciation and amortization
(7.4)
(6.5)
(14.8)
(13.6)
Income tax benefit/(expense)
13.3
(16.0)
9.0
(25.3)
Net loss
(131.1)
(49.4)
(178.5)
(102.5)
(1) Interest expense includes Shareholder PIK interest of $13.6 million and $34.6 million for the three months ended June 28, 2026 and June 29 2025.
Liquidity and Capital Resources
The following table summarizes our capitalization as of June 28, 2026 and December 31, 2025 (in millions, unless otherwise indicated):
As of June 28,
As of December 31,
(in $ millions)
2026
2025
Cash and cash equivalents
846.4
32.1
Debt:
Term loan
517.0
517.2
Shareholder PIK Loan
—
878.0
RCF
20.6
1.0
Other
35.1
38.5
Total debt
572.7
1,434.7
Equity/(deficit)
772.4
(963.9)
Total capitalization
1,345.1
470.8
Our principal historical liquidity requirements have been to service our indebtedness, capital expenditure and working capital needs. Following the Company’s IPO, the Shareholder PIK Loan was repaid in full, which was a previously reported credit agreement. Capital expenditures are expected to be elevated, with additional investments in capacity expansions, especially within our facility in Germany to accommodate increased customer capacity requirements and the signing of two strategic customer partnership agreements. We expect to satisfy our future cash requirements, including our capital expenditure, with cash on hand, cash flows from operations and available borrowings under our external financing facilities.
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Operating activities
For the six months ended June 28, 2026, net cash used in operating activities was $34.0 million, primarily attributable to net loss adjusted to remove non-cash items of $28.0 million and net increase in working capital of $62.0 million. The net cash used in operating activities in the six months to June 28, 2026 was negatively impacted by an increase in input metal costs, which is the key driver of the increase in inventories of $69.4 million.
Investing activities
Net cash out flow used in investing activities was $20.2 million in the six months ended June 28, 2026, which entirely consisted of capital expenditures as the Group continues to invest in expanding capacity and capability. This compared to $11.0 million in the six months ended June 29, 2025.
Financing activities
Net cash provided by financing activities was $872.0 million in the six months ended June 28, 2026 which compared to net cash used in the six months ended June 29, 2025 of $18.1 million. Net cash provided / used by financing activities in both periods consisted of the net drawdowns against and repayments to the ABL Facility along with the PIK Loan repayment. In addition, on June 26, 2026, in connection with the Company’s IPO, net proceeds of $1,009.1 million were received.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements prepared in accordance with generally accepted accounting principles in the U.S. The preparation of these financial statements requires us to make certain estimates and assumptions that may affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses during the reported periods, and the related disclosures. These estimates and assumptions are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on our historical experience, trends in the industry, and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.
We believe that the application of our accounting policies, each of which require significant judgments and estimates on the part of management, are the most critical to aid in fully understanding and evaluating our reported financial results. Our significant accounting policies are more fully described in the Prospectus. Refer to Note 2, Basis of Presentation , of the notes to the condensed consolidated financial statements included herein for updates to disclosures of accounting standards recently adopted or required to be adopted in the future.
Non-GAAP Financial Measures (unaudited)
Adjusted EBITDA and adjusted EBITDA margin
Adjusted EBITDA is a non-GAAP financial measure that we define as net loss before interest income, interest expense, income taxes, depreciation and amortization, and further adjusted for certain items that management believes are not indicative of our core operating performance, including site closure, refinancing, and other re-organization costs, legal and professional fees incurred on refinancing of the senior debt facility, receipt of an insurance claim, share-based compensation, management incentive plan expenses which are not expected to continue at the same level in future periods, impairment of non-core assets held for sale or gains from remeasurements from the change in fair value of the disposal group, one-off costs related to the IPO, costs incurred in relation to the development of an upgraded ERP system, and foreign currency gains and losses that relate to our external and intra-Group financing structure. Adjusted EBITDA margin is defined as adjusted EBITDA divided by revenue.
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The following table reconciles net loss, the most directly comparable U.S. GAAP measure, to adjusted EBITDA and adjusted EBITDA margin for the periods presented:
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Net loss
(131.1)
(49.4)
(178.5)
(102.5)
Interest income
(0.2)
(0.2)
(0.5)
(0.3)
Interest expense (1)
33.2
55.4
86.2
107.5
Income tax expense/(credit)
(13.3)
16.0
(9.0)
25.3
Depreciation and amortization
7.4
6.5
14.8
13.6
One-time costs related to the IPO
9.1
0.1
16.6
0.3
Share-based compensation
19.9
—
19.9
—
Long-term management incentive plan (2)
129.5
22.8
142.9
43.5
IT development project and others
2.1
1.1
2.1
1.9
Foreign currency gain, net
(8.8)
(12.9)
(6.6)
(20.9)
Reversal of write down of disposal group held for sale
—
(3.1)
—
(3.1)
Site closure and refinancing costs
(0.1)
1.4
—
1.4
Loss on disposal
0.1
—
—
—
Claims, settlements and litigation costs
—
(1.7)
—
(1.7)
Adjusted EBITDA
47.8
36.0
87.9
65.0
Revenue
268.7
200.9
505.3
389.0
Adjusted EBITDA margin
17.8
%
17.9
%
17.4
%
16.7
%
(1) Includes $53.6 million and $70.6 million of interest in respect of the Shareholder PIK Loan in the six months ended June 28, 2026 and June 29, 2025, respectively, and $13.6 million and $34.6 million for the three months ended June 28, 2026 and June 29, 2025, respectively. The total outstanding principal balance was nil and $878 million, as of June 28 2026 and December 31, 2025, respectively. In December 2025, our shareholders unanimously consented to reduce the outstanding principal balance of the Shareholder PIK Loan by 85%, which became effective on March 19, 2026. Following completion of the IPO the Shareholder PIK Loan was repaid in full using a portion of the proceeds of the IPO.
(2) Relates to the non-cash MIP expenses which will not be incurred going forward.
We present adjusted EBITDA and adjusted EBITDA margin as supplemental performance measures because we believe they facilitate operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting interest expenses, net and foreign currency gains and losses, net), tax positions (such as the impact on periods or companies of changes in effective tax rates), non-cash charges resulting from depreciation of long-lived assets (affecting relative depreciation and amortization expense) and other items that are not representative of core operating performance or items that we do not expect to continue at the same level in future periods. We believe that adjusted EBITDA and adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Nevertheless, this information should be considered as supplemental in nature and is not meant as a substitute for net loss recognized in accordance with U.S. GAAP.
We understand that although adjusted EBITDA and adjusted EBITDA margin are frequently used by securities analysts, lenders and others in their evaluation of companies, adjusted EBITDA and adjusted EBITDA margin have limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP.
Free cash flow
Free Cash Flow is a non-GAAP financial measure that we define as net cash (used in)/from operating activities less purchases of property, plant and equipment. Management believes free cash flow provides useful supplemental information regarding the Company’s ability to generate cash after investments in property, plant and equipment that support ongoing operations.
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The following table reconciles net cash used in/provided from operations, the most directly comparable U.S. GAAP measure, to free cash flow for the periods presented.
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Net cash (used in)/from operating activities
(27.0)
0.1
(34.0)
21.5
Purchase of property, plant and equipment
(9.5)
(6.7)
(19.8)
(10.5)
Free cash flow
(36.5)
(6.6)
(53.8)
11.0
We present free cash flow as a supplemental performance measure because we believe that the investments in property, plant and equipment are necessary to maintain and expand the Group’s asset base, which will then generate future cash from operating activities. We believe that free cash flow provides useful information to investors and others in understanding and evaluating our operating results and cash generation in the same manner as our management and board of directors. Nevertheless, this information should be considered supplemental in nature and is not meant as a substitute for net cash (used in)/from operations or net cash used in investing activities, recognized in accordance with U.S. GAAP. We note that free cash flow does not include all mandatory cash outflows with other non-discretionary cash flows, such as the repayment of borrowings, not included as part of free cash flow.
We understand that although free cash flow is frequently used by securities analysts, lenders and others in their evaluation of companies, free cash flow has limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP.
Adjusted net income/loss
Adjusted net income is a non-GAAP financial measure that we define as net income/loss adjusted for certain items that management believes are not indicative of our core operating performance, including site closure, refinancing, and other re-organization costs, legal and professional fees incurred on refinancing of the senior debt facility, the loss on debt modification following the refinancing activity, receipt of an insurance claim, share-based compensation, management incentive plan expenses which are not expected to continue at the same level in future periods, impairment of non-core assets held for sale or gains from remeasurements from the change in fair value of the disposal group, one-off costs related to the IPO, costs incurred in relation to the development of an upgraded ERP system, foreign currency gains and losses that relate to our external and intra-Group financing structure, Shareholder PIK Loan interest expense and tax adjustments.
The following table reconciles net loss, the most directly comparable U.S. GAAP measure, to adjusted net loss for the periods presented:
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Net loss
(131.1)
(49.4)
(178.5)
(102.5)
Site closure and refinancing costs
(0.1)
1.4
—
1.4
One-time costs related to the IPO
9.1
0.1
16.6
0.3
Claims, settlements and litigation costs
—
(1.7)
—
(1.7)
Long-term management incentive plan
129.5
22.8
142.9
43.5
IT development project and others
2.1
1.1
2.1
1.9
Share-Based Compensation
19.9
—
19.9
—
Reversal of write down of disposal group held for sale
—
(3.1)
—
(3.1)
Foreign currency gain, net
(8.8)
(12.9)
(6.6)
(20.9)
Shareholders PIK loan interest expense
13.5
35.3
53.6
71.4
Tax (credit)/charge relating to the above adjustments
(28.5)
(4.4)
(32.6)
(8.6)
Adjusted net income/(loss)
5.6
(10.8)
17.4
(18.3)
Weighted average number of ordinary shares outstanding (basic and diluted)
114,539,294
112,936,824
113,751,488
112,936,824
Adjusted EPS
0.05
(0.10)
0.15
(0.16)
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We present adjusted net income/(loss) as a supplemental measure because we believe it provides information to management and investors about operating performance across reporting periods on a consistent basis by excluding items that are not representative of core operating performance or items that we do not expect to continue at the same level in future periods. Nevertheless, this information should be considered as supplemental in nature and is not meant as a substitute for net income/(loss) recognized in accordance with U.S. GAAP. We understand that although adjusted net income/(loss) is frequently used by securities analysts, lenders and others in their evaluation of companies, adjusted net income/(loss) has limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our net income/(loss) as reported under U.S. GAAP. Limitations associated with using adjusted net income/(loss) include that there may be additional adjustments in future periods that may be excluded from the measure. Management believes it is appropriate to also consider net income/(loss) as the most comparable U.S. GAAP measure. Other companies, including companies in our industry, may calculate adjusted net income/(loss) differently or not at all, which reduces their usefulness as a comparative measure. You should consider adjusted net income/(loss) along with other financial performance measures, including net income/(loss), and our financial results presented in accordance with U.S. GAAP. We understand that although adjusted net income/(loss) are frequently used by securities analysts, lenders and others in their evaluation of companies, adjusted net income/(loss) have limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP.
Adjusted EPS
Adjusted earnings/(loss) per share is a non-GAAP financial measure that we define as loss per share adjusted for certain items that management believes are not indicative of our core operating performance, including site closure, refinancing, and other re-organization costs, legal and professional fees incurred on refinancing of the senior debt facility, the loss on debt modification following the refinancing activity, receipt of an insurance claim, share-based compensation, management incentive plan expenses which are not expected to continue at the same level in future periods, impairment of non-core assets held for sale or gains from remeasurements from the change in fair value of the disposal group, one-off costs related to the IPO, costs incurred in relation to the development of an upgraded ERP system, foreign currency gains and losses that relate to our external and intra-Group financing structure, Shareholder PIK loan interest expense and tax adjustments, all on a per share basis.
The following table reconciles loss per share, the most directly comparable U.S. GAAP measure, to adjusted earnings/(loss) per share for the periods presented:
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
2026
2025
2026
2025
Loss per share
(1.14)
(0.44)
(1.57)
(0.91)
Site closure and refinancing costs
—
0.01
—
0.01
One-time costs related to the IPO
0.08
—
0.15
—
Claims, settlements and litigation costs
—
(0.02)
—
(0.01)
Long-term management incentive plan
1.13
0.20
1.26
0.39
IT development project and others
0.02
0.01
0.02
0.02
Share-Based Compensation
0.17
—
0.17
—
Reversal of write down of disposal group held for sale
—
(0.03)
—
(0.03)
Foreign currency gain, net
(0.08)
(0.10)
(0.06)
(0.18)
Shareholders PIK loan interest expense
0.12
0.31
0.47
0.63
Tax (credit)/charge relating to the above adjustments
(0.25)
(0.04)
(0.29)
(0.08)
Adjusted earnings/(loss) per share
0.05
(0.10)
0.15
(0.16)
We present adjusted earnings/(loss) per share as a supplemental measure because we believe it provides information to management and investors about operating performance across reporting periods on a consistent basis by excluding items that are not representative of core operating performance or items that we do not expect to continue at the same level in future periods. Nevertheless, this information should be considered as supplemental in nature and is not meant as a substitute for net loss per share recognized in accordance with U.S. GAAP. We understand that although adjusted earnings/(loss) per share is frequently used by securities analysts, lenders and others in their evaluation of companies, adjusted earnings/(loss) per share has limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our net loss per share as reported under U.S. GAAP. Limitations associated with using adjusted earnings/(loss) per share include that there may be additional adjustments in future periods that may be excluded from the measure. Management believes it is appropriate to also consider net loss per share as the most comparable U.S. GAAP measure. Other companies, including companies in our industry, may calculate adjusted earnings/(loss) per share differently or not at all, which reduces their
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usefulness as a comparative measure. You should consider adjusted earnings/(loss) per share along with other financial performance measures, including net loss per share, and our financial results presented in accordance with U.S. GAAP. We understand that although adjusted earnings/(loss) per share are frequently used by securities analysts, lenders and others in their evaluation of companies, adjusted earnings/(loss) per share have limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP.
Adjusted Net Cash/(Debt)
Adjusted net cash/(debt) is a non-GAAP financial measure we define as the sum of borrowings, current and non-current, or total debt, less the carrying amount of shareholder loan facilities, and less cash and cash equivalents and restricted cash deposit. As of June 28, 2026, we have also adjusted net cash to reflect transactions related to the IPO that didn’t occur until post the period end date. These include the MIP payment and associated taxes that were crystalized as a result of the IPO and the Private Placements amounts net of underwriters discount that were paid or received respectively until after the period end date. Adjusted net cash/(debt) to adjusted EBITDA is defined as adjusted net cash/(debt) divided by adjusted EBITDA.
The following table reconciles total borrowings, the most directly comparable U.S. GAAP measure, to adjusted net cash/(debt) and transaction adjusted net cash/(debt) to adjusted net EBITDA for the periods presented:
As of June 28,
As of December 31,
($ in millions)
2026
2025
Borrowings, current
(483.3)
(154.3)
Borrowings, non-current
(89.4)
(1,280.4)
Less: Shareholder PIK Loan
—
878.0
Less: Cash and cash equivalents and restricted cash deposit
846.4
32.1
Adjusted Net cash / (debt)
273.7
(524.6)
Post close
Plus: MIP liability and associated tax
(210.9)
—
Less: Outstanding Private Placement net proceeds
55.4
—
Transaction adjusted net cash / (debt) (1)
118.2
(524.6)
Last 12 months adjusted EBITDA
160.3
138.3
Transaction adjusted net cash / (debt) to adjusted EBITDA
0.7
(3.8)
(1) The timing of the IPO meant that fund flows relating to the MIP liability and outstanding Private Placements happened after June 28, 2026, but were contractual obligations at quarter end and are shown in the transaction adjusted net cash position as reference point to the go forward position. See footnote 13, Subsequent Events.
We present adjusted net cash/(debt) and adjusted net cash/(debt) to adjusted EBITDA as a supplemental measure because we believe it provides information to management and investors about our financial position. As at June 28, 2026 fund flows relating to the MIP liability and Private Placements had not completed.
We also present adjusted net cash/(debt) and adjusted net cash/(debt) to adjusted EBITDA as supplemental measures because we believe they are key indicators of our financial leverage and capital structure after all of the IPO related transactions had been settled, with two significant amounts occurring post the period end date given the close proximity of the IPO and that date. As at December 31, 2025, we also adjusted net cash/(debt) to exclude the Shareholder PIK Loan as it offered a clearer picture of our third parties debt obligations that are typically subject to significant cash interest amounts. The Shareholder PIK Loan ultimately being repaid using the proceeds from the IPO. Nevertheless, this information should be considered as supplemental in nature and is not meant as a substitute for borrowings, current and non-current recognized in accordance with U.S. GAAP.
Other companies, including companies in our industry, may calculate non-GAAP financial measures, such as adjusted EBITDA, adjusted EBITDA margin, adjusted net cash/(debt), adjusted net income/(loss), adjusted EPS, and free cash flow differently or not at all, which reduces their usefulness as a comparative measure. You should consider adjusted EBITDA, adjusted EBITDA margin, adjusted net cash/(debt), adjusted net cash/(debt) to adjusted EBITDA, adjusted net income/(loss) and adjusted EPS along with other financial performance measures, including net income/(loss), net cash from/(used) in operating activities and total borrowings and our financial results presented in accordance with U.S. GAAP.
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Recently Adopted and Recently Issued Accounting Guidance
Other than as discussed in Note 2, “Basis of Presentation,” we did not adopt any other new accounting pronouncements during the three months ended June 28, 2026 that had a significant effect on our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. Many statements included in this report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology. Forward-looking statements include, but are not limited to, statements about: our market opportunity and the potential growth of the market; our strategy, outcomes, and growth prospects; trends in our industry and end markets; the competitive environment in which we operate; potential new products and product innovation; our expectations regarding future events, growth, expansion or performance, including demand for our products and third-party relationships; historical results that may suggest trends for our business; expectations of retaining and/or attracting new customers; expectations of beliefs regarding future events; and assumptions underlying any of the items mentioned herein. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: our failure to manage our growth effectively and our ability to achieve and maintain profitability; our ability to grow revenue and expand our market share across the Aerospace, IGT, and Transportation end markets; our ability to convert our firm order backlog into revenue at anticipated build rates, and the risk that customer program delays, design changes, or cancellations could result in orders not being converted at the times or volumes we currently expect; our ability to deliver incremental annual revenue in excess of projections from our signed strategic customer partnerships when operating at full run rate; our ability to expand and deepen our strategic customer partnerships with leading Aerospace and IGT OEMs, including the ability to secure additional partnerships beyond those already signed; our ability to renew, renegotiate, and maintain our long-term agreements with key customers on commercially acceptable terms as such agreements approach expiration; our ability to expand our capacity and bring new manufacturing capabilities online on time and on budget, including through capital investments funded in part by our OEM customers; our ability to achieve and sustain margin expansion through operating leverage, value-based pricing, and operational efficiency initiatives, and to approach the margins of our larger industry peers over time; our ability to manage costs associated with running our business, including costs required to manufacture our products and provide our services; our expectation that volume growth will generate operating leverage and that incremental revenue will convert to earnings at margin-accretive rates; our ability to grow aftermarket revenue in both our Aerospace and IGT end markets as the installed base of engines and turbines we serve expands; our ability to obtain, maintain, protect and enforce our intellectual property and similar proprietary rights; our ability to prevent system failures, cyberattacks, and security breaches that may threaten the integrity of our intellectual property, networks, products and other sensitive information, disrupt our business operations, and result in reputational harm and other negative consequences; our expectation that our Turbo Wheels business will continue to serve as a significant source of cash generation to fund investment across our Aerospace and IGT platforms; our ability to generate sufficient cash flow to fund continued organic investment and to pursue disciplined acquisitions that accelerate our strategy; our ability to identify, consummate, and successfully integrate potential acquisitions; our expectations regarding the growth of the Aerospace and IGT end markets and the demand super cycles we believe are driving those markets; our expectations regarding OEM production rates, aircraft delivery volumes, and electricity demand growth and their effect on demand for our products; our ability to attract, develop, and retain key management, engineering, and skilled manufacturing personnel necessary to execute our growth strategy and capacity expansion program; our ability to service and manage our indebtedness and maintain adequate liquidity; our expectations regarding the factors that will continue to affect our results of operations, including macroeconomic conditions, foreign currency fluctuations, inflationary pressures, supply chain disruptions, and movements in interest rates; our expectations regarding the use of the net proceeds from the IPO and the two concurrent private placements; our intention not to pay cash dividends on our ordinary shares for the foreseeable future; our estimated total addressable market across the Aerospace, IGT, and Transportation end markets; our inability to manage indebtedness, access additional financing sources, or maintain liquidity; our ability to manage the transition to being a publicly traded company, including the implementation of public company reporting, compliance and governance requirements, while simultaneously executing our strategic growth and capacity expansion program; and the other factors set forth under “Risk Factors” in the Prospectus.
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In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q may not occur.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Company’s market risks are described more fully within the section titled “Quantitative and Qualitative Disclosures About Market Risk” in the Prospectus. These market risks have not materially changed for the three months ended June 28, 2026.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.