What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-08-07 · 93 added, 85 removed, 192 unchanged (48% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this quarterly report on Form 10‑Q for the quarter ended June 30, 2025 (this “Quarterly Report”).

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, such statements are subject to the “safe harbor” created by those sections and involve risks and uncertainties.

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Results of Operations

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

The following table sets forth our results of operations for each of the periods indicated (in thousands):

Three Months Ended June 30, Change

Three Months Ended September 30, Change

2025 2024 $ %

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Total operating expenses 286,456 216,461 69,995 32 %

Operating (loss) income (26,226) 45,018 (71,244) (158 %)

Operating loss (87,347) (35,239) (52,108) 148 %

Other expense (income):

Interest expense, net 9,870 10,054 (184) (2 %)

Foreign currency (gain) loss (2,096) 224 (2,320) (1036 %)

Foreign currency loss (gain) 6 (1,354) 1,360 (100 %)

Other (income) expense, net (73) 151 (224) (148 %)

Total other expense, net 9,803 8,851 952 11 %

(Loss) income before income taxes (33,848) 34,130 (67,978) (199 %)

Loss before income taxes (97,150) (44,090) (53,060) 120 %

Income tax benefit (expense) 6,490 (45,077) 51,567 (114 %)

Net (loss) income $ (32,161) $ 21,650 $ (53,811) (249 %)

Net sales increased by $35.4 million for the three months ended June 30, 2025, compared to the same period in 2024.

Net loss $ (90,660) $ (89,167) $ (1,493) 2 %

Net sales increased by $27.0 million for the three months ended September 30, 2025, compared to the same period in 2024.

Net sales in the Fire Safety segment increased by $21.5 million, representing higher fire retardant sales of $9.1 million and higher fire suppressant sales of $12.4 million.

Fire retardant sales increased $3.6 million in North America and increased $5.5 million in other geographies.

The increase in U.S.

fire retardant sales was driven by a return to normalized fire activity during the three months ended June 30, 2025, as compared to mild fire activity during the three months ended June 30, 2024.

Net sales in the Specialty Products segment increased $13.7 million, including a $9.3 million increase in revenue due to recently acquired businesses, and a $4.4 million increase in the base business.

In the United States, sales of fire retardant products rose despite a decline in total acres burned.

This increase primarily reflected a more proactive initial attack strategy by U.S.

agencies, and by continued successful implementation of the Company’s strategies on profitable new business.

Fire suppressant strength was primarily driven by increased sales to governmental agencies.

Net sales in the Specialty Products segment increased $5.5 million, including a $10.8 million increase in revenue due to recently acquired businesses, offset by a $5.3 million decrease in the base business due to unplanned downtime at our tolling facility in Sauget, Illinois, operated by Flexsys Chemical Company, that primarily serves our P 2 S 5 customers in North America.

The Company considers that revenue attributable to base business includes revenue from an acquired business that has been owned for a full four quarters after the date of acquisition.

Cost of Goods Sold.

Cost of goods sold increased $7.1 million for the three months ended June 30, 2025 compared to the same period in 2024.

The decrease in the Fire Safety segment of $0.7 million was primarily due to a $2.0 million decrease in material, manufacturing and freight costs offset by a $1.3 million increase in personnel related expenses.

Cost of goods sold increased $9.1 million for the three months ended September 30, 2025 compared to the same period in 2024.

The increase in the Fire Safety segment of $1.5 million was primarily due to a $1.2 million increase in personnel related expenses.

The $7.6 million increase in the Specialty Products segment was primarily due to $7.4 million from recently acquired businesses.

Selling, General and Administrative Expense.

Selling, general and administrative expense increased by $2.1 million for the three months ended June 30, 2025 compared to the same period in 2024.

The increase was primarily due to a $1.4 million increase in personnel related and stock-based compensation expenses.

Selling, general and administrative expense increased by $5.0 million for the three months ended September 30, 2025 compared to the same period in 2024.

The increase was primarily due to a $3.3 million increase in stock-based compensation expense.

Founder Advisory Fees - related party.

Founder advisory fees - related party represents the change in the fair value of the liability-classified Fixed Annual Advisory Amount and Variable Annual Advisory Amount (collectively, the “Annual Advisory Amounts”).

The increase in the fair value of the Annual Advisory Amounts for the three months ended June 30, 2025 of $96.9 million was primarily due to an increase in the Company’s average price per share from $9.67 at March 31, 2025 to $13.62 as of June 30, 2025.

The increase in the fair value of the Annual Advisory Amount for the three

months ended June 30, 2024 of $0.6 million was primarily due to an increase in the average price per share from $6.81 as of March 31, 2024, to $7.75 as of June 30, 2024.

The increase in the fair value of the Annual Advisory Amounts for the three months ended September 30, 2025 of $247.7 million was primarily due to an increase in the Company’s average price per share from

$13.62 as of June 30, 2025 to $21.89 as of September 30, 2025.

The increase in the fair value of the Annual Advisory Amount for the three months ended September 30, 2024 of $184.2 million was primarily due to an increase in the average price per share from $7.75 as of June 30, 2024, to $12.85 as of September 30, 2024.

Income Tax Benefit (Expense) .

Income tax benefit was $1.7 million for the three months ended June 30, 2025, compared to income tax expense of $12.5 million in the same period in 2024.

Income tax benefit was $6.5 million for the three months ended September 30, 2025, compared to income tax expense of $45.1 million in the same period in 2024.

The change is primarily due to changes in earnings in jurisdictions that were not covered by a valuation allowance and the impact of non-deductible compensation and accrued withholding taxes on the annualized effective tax rate.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The following table sets forth our results of operations for each of the periods indicated (in thousands):

Six Months Ended June 30, Change

Nine Months Ended September 30, Change

2025 2024 $ %

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Total operating expenses 364,524 340,276 24,248 7 %

Operating income (loss) 51,581 (29,846) 81,427 (273 %)

Operating loss (35,766) (65,085) 29,319 (45 %)

Other expense (income):

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Foreign currency (gain) loss (3,249) 163 (3,412) (2093 %)

Other expense, net (69) 101 (170) (168 %)

Other (income) expense, net (142) 252 (394) (156 %)

Total other expense, net 26,053 31,707 (5,654) (18 %)

Income (loss) before income taxes 35,331 (52,702) 88,033 (167 %)

Loss before income taxes (61,819) (96,792) 34,973 (36 %)

Income tax expense (4,316) (53,283) 48,967 (92 %)

Net income (loss) $ 24,525 $ (60,908) $ 85,433 (140 %)

Net sales increased by $48.3 million for the six months ended June 30, 2025, compared to the same period in 2024.

Net sales in the Fire Safety segment increased by $33.7 million, representing higher fire retardant sales of $36.5 million, offset by lower fire suppressant sales of $2.8 million.

Fire retardant sales increased $30.2 million in North America and $6.3 million in other geographies.

The increase in U.S.

fire retardant sales was driven by an increase in fire activity during the six months ended June 30, 2025, as compared to mild fire activity during the six months ended June 30, 2024.

Net sales in the Specialty Products segment increased $14.6 million, including a $16.9 million increase in revenue due to recently acquired businesses, offset by a $2.3 million decrease in the base business due to unplanned plant downtime.

Net loss $ (66,135) $ (150,075) $ 83,940 (56 %)

Net sales increased by $75.4 million for the nine months ended September 30, 2025, compared to the same period in 2024.

Net sales in the Fire Safety segment increased by $55.3 million, representing higher fire retardant sales of $45.6 million and higher fire suppressant sales of $9.7 million.

Fire retardant sales increased $33.8 million in North America and increased $11.8 million in other geographies.

In the United States, sales of fire retardant products rose despite a decline in total acres burned.

This increase primarily reflected a more proactive initial attack strategy by U.S.

agencies, and by continued successful implementation of the Company’s strategies on profitable new business.

Fire suppressant sales increased $5.5 million in North America driven by increased sales to governmental agencies and increased $4.2 million in other geographies.

Net sales in the Specialty Products segment increased $20.1 million, including a $27.7 million increase in revenue due to recently acquired businesses, offset by a $7.6 million decrease in the base business due to unplanned downtime at our tolling facility in Sauget, Illinois, operated by Flexsys Chemical Company, that primarily serves our P 2 S 5 customers in North America.

The Company considers that revenue attributable to base business includes revenue from an acquired business that has been owned for a full four quarters after the date of acquisition.

Cost of Goods Sold.

Cost of goods sold increased $12.7 million for the six months ended June 30, 2025 compared to the same period in 2024.

Cost of goods sold increased $21.8 million for the nine months ended September 30, 2025 compared to the same period in 2024.

The increase in the Fire Safety segment of $2.4 million was primarily due to a $3.6 million increase in personnel related expenses, offset by a $1.2 million decrease in material, manufacturing and freight costs.

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Selling, General and Administrative Expense.

Selling, general and administrative expense increased by $4.9 million for the six months ended June 30, 2025 compared to the same period in 2024.

The increase was primarily due to a $4.8 million increase in personnel related and stock-based compensation expenses.

Selling, general and administrative expense increased by $9.9 million for the nine months ended September 30, 2025 compared to the same period in 2024.

The increase was primarily due to a $3.5 million increase in stock-based compensation expense and a $6.9 million increase in other personnel related expenses.

Founder Advisory Fees - related party.

The increase in the fair value of the Annual Advisory Amounts for the six months ended June 30, 2025 of $16.3 million was primarily due to an increase in the Company’s average price per share from $12.85 at December 31, 2024 to $13.62 as of June 30, 2025.

The increase in the fair value of the Annual Advisory Amount for the six months ended June 30, 2024 of $68.9 million was primarily due to an increase in the average price per share from $4.51 as of December 31, 2023, to $7.75 as of June 30, 2024.

The increase in the fair value of the Annual Advisory Amounts for the nine months ended September 30, 2025 of $264.0 million was primarily due to an increase in the Company’s average price per share from $12.85 as of December 31, 2024 to $21.89 as of September 30, 2025.

The increase in the fair value of the Annual Advisory Amount for the nine months ended September 30, 2024 of $253.1 million was primarily due to an increase in the average price per share from $4.51 as of December 31, 2023, to $12.85 as of September 30, 2024.

Foreign Currency (gain) loss.

Foreign currency gain of $3.3 million for the six months ended June 30, 2025 reflects weakening of the U.S.

Foreign currency gain of $3.2 million for the nine months ended September 30, 2025 reflects weakening of the U.S.

dollar, primarily against the Euro.

Foreign currency loss of $1.5 million for the six months ended June 30, 2024 reflects strengthening of the U.S.

Foreign currency loss of $0.2 million for the nine months ended September 30, 2024 reflects strengthening of the U.S.

dollar, primarily against the Euro.

Income Tax Expense.

Income tax expense was $10.8 million for the six months ended June 30, 2025, compared to income tax expense of $8.2 million in the same period in 2024.

Income tax expense was $4.3 million for the nine months ended September 30, 2025, compared to income tax expense of $53.3 million in the same period in 2024.

Business Segments

Segment Adjusted EBITDA is defined as income (loss) before income taxes plus net interest and other financing expenses, and depreciation and amortization, adjusted on a consistent basis for certain non-recurring, unusual or non-operational items.

These items include (i) restructuring and transaction related costs (ii) founder advisory fee expenses, (iii) stock-based compensation expense and (iv) foreign currency loss (gain).

Segment Adjusted EBITDA is defined as (loss) income before income taxes plus net interest and other financing expenses, and depreciation and amortization, adjusted on a consistent basis for certain non-recurring, unusual or non-operational items.

These items include (i) restructuring, (ii) acquisition related costs, (iii) founder advisory fee expenses, (iv) stock-based compensation expense and (v) foreign currency loss (gain).

We use Segment Adjusted EBITDA to evaluate operating performance by segment for business planning purposes and to allocate resources.

The following tables provide information for our net sales and Segment Adjusted EBITDA (in thousands) for the three and six months ended June 30, 2025 compared to the same periods in 2024:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Fire Safety Specialty Products Total Fire Safety Specialty Products Total

The following tables provide information for our net sales and Segment Adjusted EBITDA (in thousands) for the three and nine months ended September 30, 2025 compared to the same periods in 2024:

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Fire Safety Specialty

Products Total Fire Safety Specialty

Products Total

Net sales $ 273,384 $ 42,059 $ 315,443 $ 251,845 $ 36,572 $ 288,417

Segment Adjusted EBITDA $ 177,210 $ 9,107 $ 186,317 $ 157,479 $ 12,897 $ 170,376

Adjusted EBITDA for our Fire Safety segment increased by $22.0 million during the three months ended June 30, 2025 compared with the same period in 2024.

The increase was primarily due to higher net sales, as described above.

Adjusted EBITDA for our Specialty Products segment increased by $4.4 million during the three months ended June 30, 2025 compared with the same period in 2024.

Segment Adjusted EBITDA for our Fire Safety segment increased by $19.7 million during the three months ended September 30, 2025 compared with the same period in 2024.

The increase was primarily due to higher net sales, as described above.

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Segment Adjusted EBITDA for our Specialty Products segment decreased by $3.8 million during the three months ended September 30, 2025 compared with the same period in 2024 due to the reasons described above.

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Fire Safety Specialty Products Total Fire Safety Specialty Products Total

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Segment Adjusted EBITDA $ 264,954 $ 30,784 $ 295,738 $ 212,877 $ 34,543 $ 247,420

Adjusted EBITDA for our Fire Safety segment increased by $32.3 million during the six months ended June 30, 2025 compared with the same period in 2024.

Segment Adjusted EBITDA for our Fire Safety segment increased by $52.1 million during the nine months ended September 30, 2025 compared with the same period in 2024.

The increase was primarily due to higher net sales, as described above.

Adjusted EBITDA for our Specialty Products segment was relatively flat during the six months ended June 30, 2025 compared with the same period in 2024 for the reasons described above.

Segment Adjusted EBITDA for our Specialty Products segment decreased by $3.8 million during the nine months ended September 30, 2025 compared with the same period in 2024 due to the reasons described above.

The following table provides a reconciliation of financial measures that are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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The Company believes that these non-GAAP financial measures are useful to investors because they provide investors with a better understanding of the Company’s past financial performance and future results.

The Company’s management uses

these non-GAAP financial measures when it internally evaluates the performance of its business and makes operating decisions, including internal operating budgeting, performance measurement, and discretionary compensation.

The Company’s management uses these non-GAAP financial measures when it internally evaluates the performance of its business and makes operating decisions, including internal operating budgeting, performance measurement, and discretionary compensation.

Segment Adjusted EBITDA should not be considered an alternative to net income (loss), operating income (loss), cash flows provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with U.S.

GAAP (in thousands).

(Unaudited) Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

(Unaudited) Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Fire Safety Specialty

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Products Total

(Loss) income before income taxes $ (27,068) $ (6,780) $ (33,848) $ 30,377 $ 3,753 $ 34,130

Loss before income taxes $ (62,022) $ (35,128) $ (97,150) $ (27,398) $ (16,692) $ (44,090)

Depreciation and amortization 14,433 4,360 18,793 12,819 3,625 16,444

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557 5 562 1,427 407 1,834

Acquisition costs 2 31 33 — — —

Stock-based compensation expense 5,234 1,285 6,519 2,297 1,015 3,312

Foreign currency (gain) loss (522) (1,574) (2,096) (21) 245 224

Foreign currency loss (gain) 42 (36) 6 95 (1,449) (1,354)

Segment Adjusted EBITDA $ 177,210 $ 9,107 $ 186,317 $ 157,479 $ 12,897 $ 170,376

(1) For the three months ended June 30, 2025, $0.2 million was related to acquisition costs and $0.1 million was related to other non-recurring costs.

(Unaudited) Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

(1) For the three months ended September 30, 2025 $0.6 million was related to restructuring and other non-recurring costs.

For the three months ended September 30, 2024, $1.7 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.1 million was related to other non-recurring costs.

(Unaudited) Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Fire Safety Specialty

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Products Total

Income (loss) before income taxes $ 31,810 $ 3,521 $ 35,331 $ (54,034) $ 1,332 $ (52,702)

Loss before income taxes $ (30,212) $ (31,607) $ (61,819) $ (81,432) $ (15,360) $ (96,792)

Depreciation and amortization 40,818 12,792 53,610 38,507 10,708 49,215

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818 690 1,508 1,816 581 2,397

Acquisition costs 98 764 862 — — —

Stock-based compensation expense 8,817 2,611 11,428 5,813 2,235 8,048

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Segment Adjusted EBITDA $ 264,954 $ 30,784 $ 295,738 $ 212,877 $ 34,543 $ 247,420

(1) For the six months ended June 30, 2025, $0.8 million was related to acquisition costs, $0.4 million was related to the Redomiciliation Transaction and $0.6 million was related to restructuring and other non-recurring costs.

For the six months ended June 30, 2024, $0.5 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, and $0.1 million was related to other non-recurring costs.

(1) For the nine months ended September 30, 2025 $0.4 million was related to the Redomiciliation Transaction and $1.1 million was related to restructuring and other non-recurring costs.

For the nine months ended September 30, 2024, $2.2 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.2 million was related to other non-recurring costs.

Liquidity and Capital Resources

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However, future cash flows are subject to a number of variables, including the length and severity of the fire season, growth of the wildland urban interface and the availability of air tanker capacity, and higher costs from inflation, all of which could negatively impact revenues, earnings and cash flows, and potentially our liquidity if we do not moderate our expenditures accordingly.

We believe that our existing cash and cash equivalents of $140.7 million, net cash flows generated from operations and availability under the Revolving Credit Facility as of June 30, 2025 will be sufficient to meet our current capital expenditures, working capital, and debt service requirements for at least 12 months from the filing date of this Quarterly Report.

As of June 30, 2025, we expect our remaining fiscal year 2025 capital expenditure budget to cover both our maintenance and growth capital expenditures.

We may also utilize borrowings under other various financing sources available to us, including the issuance of equity and/or debt securities through public offerings or private placements, to fund our acquisitions, the Annual Advisory Amounts and long-term liquidity needs.

We believe that our existing cash and cash equivalents of $340.6 million, net cash flows generated from operations and availability under the Revolving Credit Facility as of September 30, 2025 will be sufficient to meet our

current capital expenditures, working capital, and debt service requirements for at least 12 months from the filing date of this Quarterly Report.

As of September 30, 2025, we expect our remaining fiscal year 2025 capital expenditure budget to cover both our maintenance and growth capital expenditures.

We may also raise capital through other various financing sources available to us, including the issuance of equity and/or debt securities through public offerings or private placements, to fund our acquisitions, the Annual Advisory Amounts and long-term liquidity needs.

Our ability to complete future offerings of equity or debt securities and the timing of these offerings will depend upon various factors including prevailing market conditions and our financial condition.

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The applicable margin is 3.25% in the case of Term SOFR-based loans and 2.25% in the case of base rate-based loans, with two step downs of 0.25% each based upon the achievement of certain leverage ratios.

As of June 30, 2025, the Company did not have any outstanding borrowings under the Revolving Credit Facility and was in compliance with all covenants.

As of September 30, 2025, the Company did not have any outstanding borrowings under the Revolving Credit Facility and was in compliance with all covenants.

On November 9, 2021, a wholly owned subsidiary of the Company assumed $675.0 million principal amount of 5.00% senior secured notes due October 30, 2029 (the “Senior Notes”) , under an indenture dated as of October 22, 2021 (“Indenture”).

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The Share Repurchase Plan does not obligate us to repurchase any specific number of shares and may be modified, suspended or discontinued at any time.

The timing, manner, price and amount of any repurchases are determined by management in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.

On May 7, 2025, the Board re-established the limit for Common Stock repurchases at $100.0 million.

The approximate dollar value of shares that may yet be repurchased under the Share Repurchase Plan was $78.3 million as of June 30, 2025.

We repurchased 2,886,221 and 3,774,675 shares during the three and six months ended June 30, 2025.

For the comparable period in 2024, we repurchased 18,535 and 2,987,892 shares, respectively.

The repurchased shares were recorded at cost and are being held in treasury.

On August 6, 2025, the Board re-established the limit for Common Stock repurchases at $100.0 million.

The Company expects to periodically re-establish the limit for Common Stock repurchases based on subsequent repurchase activity.

The approximate dollar value of shares that may yet be repurchased under the Share Repurchase Plan was $100.0

million as of September 30, 2025.

During the three months ended September 30, 2025, the Company did not repurchase any shares under its Share Repurchase Plan.

For the nine months ended September 30, 2025, the Company repurchased 3,774,675 shares under the Share Repurchase Plan .

During the three and nine months ended September 30, 2024, the Company repurchased 399 and 2,988,291 shares, respectively.

The repurchased shares are recorded at cost and are being held in treasury.

Founder Advisory Agreement

Founder Entity”), pursuant to which the EverArc Founder Entity, for the services provided to the Company, including strategic and capital allocation advice, is entitled to receive both a fixed amount (the “Fixed Annual Advisory Amount”) and a variable amount (the “Variable Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”) until the years ending December 31, 2027 and 2031, respectively.

On November 9, 2021, the Company assumed the advisory agreement entered into on December 12, 2019 by EverArc (“Founder Advisory Agreement”) with EverArc Founders, LLC, a Delaware limited liability company (“EverArc Founder Entity”), pursuant to which the EverArc Founder Entity, for the services provided to the Company, including strategic and capital allocation advice, is entitled to receive both a fixed amount (the “Fixed Annual Advisory Amount”) and a variable amount (the “Variable Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”) until the years ending December 31, 2027 and 2031, respectively.

Under the Founder Advisory Agreement, at the election of the EverArc Founder Entity, at least 50% of the Advisory Amounts will be paid in shares of Common Stock and the remainder in cash.

For 2024, the average price of the Company’s Common Stock was $12.85 per share.

The EverArc Founder Entity was entitled to receive the Fixed Annual Advisory Amount of 2,357,061 shares of Common Stock or a value of $30.3 million, based on average price of $12.85 per share of Common Stock (the “2024 Fixed Amount”).

The EverArc Founder Entity was entitled to receive the Fixed Annual Advisory Amount of 2,357,061 shares of Common Stock or a value of $30.3 million, based on an average price of $12.85 per share of Common Stock (the “2024 Fixed Amount”).

The EverArc Founder Entity was not entitled to receive the Variable Annual Advisory Amount for 2024, as the average price of $12.85 per share of Common Stock for 2024 was lower than the previous highest average price of $13.63 per Ordinary Share established in 2021.

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The summary of our cash flows is as follows (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Cash provided by (used in):

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Operating Activities

Net cash provided by o perating activities was $20.9 million and $11.4 million for the six months ended June 30, 2025 and 2024, respectively.

For the six months ended June 30, 2025, the primary components of operating cash flows were net income of $24.5 million, non-cash charges of $48.9 million and net operating asset investments of $52.5 million.

For the six months ended June 30, 2024, the primary components of operating cash flows were a net loss of $60.9 million, non-cash charges of $110.2 million and net operating asset investments of $37.9 million.

Net cash provided by operating activities was $219.5 million and $194.4 million for the nine months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025, the primary components of operating cash flows were net loss of $66.1 million, non-cash charges of $279.2 million and net operating asset reductions of $6.4 million.

For the nine months ended September 30, 2024, the primary components of operating cash flows were a net loss of $150.1 million, non-cash charges of $321.7 million and net operating asset reductions of $22.8 million.

Investing Activities

Cash used in investing activities was $42.8 million for the six months ended June 30, 2025.

During the six months ended June 30, 2025, we purchased property and equipment of $17.6 million, purchased intangible assets of $15.2 million, and purchased a business for $10.0 million.

Cash provided by investing activities was $0.2 million for the six months ended June 30, 2024.

During the six months ended June 30, 2024, we received cash from the maturity of Euro denominated certificate of deposit of $5.4 million, offset by the purchase of property and equipment of $5.2 million.

Net cash used in investing activities was $59.8 million for the nine months ended September 30, 2025.

During the nine months ended September 30, 2025, we purchased property and equipment of $22.6 million, purchased intangible assets of $15.2 million, and purchased businesses for $22.0 million.

Net cash used in investing activities was $3.7 million for the nine months ended September 30, 2024.

During the nine months ended September 30, 2024, the Company

purchased property and equipment of $9.1 million offset by proceeds from short-term investments of $5.4 million upon settlement of a Euro denominated certificate of deposit.

Financing Activities

Cash used in financing activities was $40.6 million and $14.8 million for the six months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025, we repurchased shares of outstanding Common Stock for $40.4 million, received proceeds from exercises of options of $0.3 million and made $0.5 million in principal payments on

finance lease obligations.

During the six months ended June 30, 2024, we repurchased outstanding Ordinary Shares for $14.4 million and made $0.4 million in principal payments on finance lease obligations.

Net cash used in financing activities was $21.6 million and $14.9 million for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, we repurchased shares of outstanding Common Stock for $40.4 million and made $0.7 million in principal payments on finance lease obligations offset by proceeds received from exercises of options of $19.5 million.

During the nine months ended September 30, 2024, we repurchased outstanding Ordinary Shares for $14.4 million and made $0.5 million in principal payments on finance lease obligations.

Critical Accounting Estimates and Policies

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis