Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

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business. The Company actively monitors dealer inventories and order patterns for changes in demand and adjusts production levels accordingly.

HOW WE EVALUATE OUR OPERATIONS

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We use Earnings (loss) per share, and the non-GAAP financial measures Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization ["EBITDA/(LBITDA)"], EBITDA/(LBITDA) margin, Adjusted EBITDA, Adjusted EBITDA margin and free cash flow to evaluate and analyze the Company's operating performance. We believe that presenting EBITDA/(LBITDA), Adjusted EBITDA, Adjusted EBITDA margin and EBITDA/(LBITDA) margin enables a comparison of our operating performance consistently over various time periods without regard to changes in our capital structure. In addition, we believe that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating Marine Products' financial condition and liquidity. Marine Products' definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, since the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions, if any.

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EBITDA/(LBITDA) and EBITDA/(LBITDA) margin have limitations as analytical tools and should not be considered as an alternative to net income, operating income, net income margin, or any other measure of financial performance presented in accordance with accounting principles generally accepted in the United States of America (GAAP). Similarly, free cash flow should be considered in addition to, rather than as a substitute for, GAAP presentation of net cash provided by operating, investing and financing activities, as a measure of our financial condition and liquidity.

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See section titled Non-GAAP Financial Measures for a reconciliation of EBITDA/(LBITDA) and Adjusted EBITDA to net (loss) income and EBITDA/(LBITDA) margin and Adjusted EBITDA margin to net income (loss) margin, the most directly comparable financial measures calculated and presented in accordance with GAAP, and a reconciliation of Free Cash Flow to Operating Cash Flow, the most directly comparable financial measure calculated and presented in accordance with GAAP.

RESULTS OF OPERATIONS

Key operating and financial statistics for the three months ended March 31, 2026 and 2025 are as follows:

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MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

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THREE MONTHS ENDED MARCH 31, 2026 COMPARED TO THREE MONTHS ENDED MARCH 31, 2025

Net sales for the three months ended March 31, 2026 increased $7.5 million or 12.8% compared to the same period in 2025. The change in net sales during the quarter compared to the prior year was primarily due to a price/mix increase of 15% slightly offset by a 1% decrease in the number of boats sold. The Company's field inventory in units at the end of the first quarter of 2026 was approximately 2% below the first quarter of 2025. In the first quarter of 2026, net sales outside of the United States accounted for 6.6% of net sales compared to 8.0% of net sales in the same period of the prior year.

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Cost of goods sold for the three months ended March 31, 2026 was $55.5 million, an increase of $7.4 million or 15.4% compared to the same period in 2025. Cost of goods sold as a percentage of net sales was 83.4% for the three months ended March 31, 2026 compared to 81.4% for the same period in the prior year due to higher overhead and labor costs in the current period.

Selling, general and administrative expenses for the three months ended March 31, 2026 were $8.8 million, an increase of $0.5 million or 5.8% compared to the same period in 2025. Selling, general and administrative expenses were 13.3% of net sales in the first quarter of 2026, compared to 14.1% for the same period in 2025.

Merger related costs for the three months ended March 31, 2026 were $5.0 million for various transaction fees associated with the Mergers.

Interest income, net for the three months ended March 31, 2026 decreased to $325 thousand from $442 thousand in the same period of the prior year due to lower average cash balances. Marine Products generates interest income primarily from investments of excess cash in money market funds. Additionally, interest expense is recorded for the revolving credit facility, including fees on the unused portion of the facility and the amortization of loan costs.

Income tax (benefit) provision for the three months ended March 31, 2026 was an income tax benefit of $329.0 thousand compared to an income tax provision of $849.0 thousand for the same period in 2025. The effective tax rate was 13.7% for the three months ended March 31, 2026 compared to 27.8% for the same period in the prior year. The decrease in the effective tax rate is primarily due to the impact of detrimental discrete adjustments on a pretax loss in 2026 compared to a pretax income in 2025.

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Net (loss) income and diluted (loss) earnings per share. Net loss of $2.1 million during the three months ended March 31, 2026, or $0.06 diluted loss per share, decreased from net income of $2.2 million during the three months ended March 31, 2025, or $0.06 diluted earnings per share. Net loss was negatively impacted by $5.0 million due to merger related costs incurred during the first quarter of 2026. Net loss margin was 3.1% for the three months ended March 31, 2026 compared to net income margin of 3.7% during the three months ended March 31, 2025.

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Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $3.0 million during the three months ended March 31, 2026 compared to $3.4 million during the three months ended March 31, 2025 primarily due to increased cost of goods sold and selling, general and administrative expenses as discussed above. Adjusted EBITDA margin was 4.6% for the three months ended March 31, 2026 compared to 5.8% for the three months ended March 31, 2025.

Net cash provided by operating activities and Free cash flow. Net cash provided by operating activities decreased $1.7 million to $9.1 million during the three months ended March 31, 2026 compared to the same period of 2025. The decrease was primarily due to a net loss in 2026 compared to net income in 2025, partially offset by net favorable working capital adjustments during the first quarter of 2026. Free cash flow decreased $2.1 million due to the decrease in net cash provided by operating activities, coupled with higher capital expenditures during the three months ended March 31, 2026 compared to the same period of the prior year.

Non-GAAP Financial Measures

Reconciliation of GAAP and non-GAAP Financial Measures

Marine Products has disclosed non-GAAP financial measures of (LBITDA)/ EBITDA, (LBITDA) EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin and free cash flow in the Results of Operations section above. These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP.

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

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A non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.

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The following are reconciliations of these non-GAAP measures with their most directly comparable GAAP measures.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The Company's cash and cash equivalents at March 31, 2026 were $45.8 million compared to $43.5 million at December 31, 2025. The following table sets forth the cash flows for the applicable periods:

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Cash provided by operating activities for the three months ended March 31, 2026, decreased by $1.7 million compared to the three months ended March 31, 2025, primarily due to the decrease in net income partially offset by net favorable working capital adjustments. Working capital was source of cash of $8.6 million during the three months ended March 31, 2026, compared to $6.7 million in the same period of the prior year. In the first quarter of 2026, working capital was a source of cash due primarily to a net favorable change of $7.8 million in accounts payable resulting from increased activity levels and higher merger related costs in comparison to the same period of the prior year.

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Cash used for investing activities for the three months ended March 31, 2026 increased $0.4 million in comparison to the same period in the prior year due to higher capital expenditures during the three months ended March 31, 2026.

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Cash used for financing activities for the three months ended March 31, 2026 increased $0.3 million in comparison to the same period in 2025.

Financial Condition and Liquidity

The Company believes that the liquidity provided by existing cash, cash equivalents, its overall strong capitalization and cash generated by operations will be sufficient to meet the Company's requirements for at least the next twelve months. The Company's decisions about the amount of cash to be used for investing and financing purposes are influenced by its capital position and the expected amount of cash to be provided by operations and are currently subject to limitations imposed by the Merger Agreement during the time period between the execution of the Merger Agreement and the completion of the Mergers. The Company also has a revolving line of credit facility, described below, to increase its flexibility for managing its investment in its working capital or for funding other purposes. However, the Merger Agreement generally caps the amount of indebtedness that the Company can incur outside the ordinary course of business at $1 million during the time period between the execution of the Merger Agreement and the completion of the Mergers except as specifically approved by MasterCraft.

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The Company has a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (SEC) that expires on May 5, 2028, which permits it to offer common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to $150 million. The Form S-3 is intended to provide us the flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. However, the Company's ability to issue securities is currently restricted by the Merger Agreement during the time period between the execution of the Merger Agreement and the completion of the Mergers except as specifically approved by MasterCraft.

Cash Requirements

If the Mergers are not completed during 2026, management expects that capital expenditures during 2026 will be approximately $1 million to $5 million, of which $496 thousand has been spent through March 31, 2026. Also, the Merger Agreement sets specific limits the Company's ability to make unbudgeted capital expenditures during the time period between the execution of the Merger Agreement and the completion of the Mergers except as specifically approved by MasterCraft.

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In connection with the Mergers, we expect to incur transaction-related costs, including fees for financial and legal advisors and proxy solicitors. We must pay substantially all of these costs and expenses whether or not the Mergers are completed. We expect our existing cash balances together with cash generated from operations will be sufficient to fund these costs. Actual costs may differ from these estimates depending on the timing of the closing, regulatory requirements, or other unforeseen developments. In addition, the Merger Agreement could require us to pay a termination fee of $11.6 million, in cash, under certain specified circumstances, including upon a change of recommendation by our board of directors or upon termination of the Merger Agreement in order to accept a "superior proposal." For further information, refer to Item 1A "Risk Factors - Risks Related to the Mergers" included in the Marine Products Annual Report on Form 10-K for the year ended December 31, 2025.

The Company adopted a stock buyback program in 2001 that as subsequently amended authorized the aggregate repurchase of 8,250,000 shares in the open market. The Company did not repurchase any shares under this program in three months ended March 31, 2026 and 2025. There are 1,570,428 shares that remain available for repurchase as of March 31, 2026, but the Merger Agreement generally prohibits any further repurchases under this program during the time period between the execution of the Merger Agreement

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

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and the completion of the Mergers except as specifically approved by MasterCraft. The program by its terms does not have a predetermined expiration date.

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On April 28, 2026, the Board of Directors declared a regular quarterly cash dividend of $0.14 per common share payable May 14, 2026 to stockholders of record at the close of business on May 8, 2026. Subject to industry conditions and Marine Products' earnings, financial condition, and other relevant factors, the Company expects to continue to pay regular quarterly cash dividends to stockholders of common stock should the Mergers not close. Any additional regular, quarterly or special cash dividends during the time period between the execution of the Merger Agreement and the completion of the Mergers would require the approval of MasterCraft.

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OFF BALANCE SHEET ARRANGEMENTS

To assist dealers in obtaining financing for the purchase of its boats for inventory, the Company has entered into agreements with various third-party floor plan lenders whereby the Company guarantees varying amounts of debt for qualifying dealers on boats in inventory. The Company's obligation under these guarantees becomes effective in the case of a default under the financing arrangement between the dealer and the third-party lender. The agreements provide for the return of all repossessed boats to the Company in new and unused condition as defined, in exchange for the Company's assumption of specified percentages of the debt obligation on those boats, up to certain contractually determined dollar limits which vary by lender. The Company had no material financial impact associated with repurchases under these contractual agreements during the three months ended March 31, 2026 and March 31, 2025. Pursuant to the Merger Agreement we have agreed to limit repurchases pursuant to floorplan financing arrangements to $500,000 individually or $1,000,000 in the aggregate during the time period between the execution of the Merger Agreement and the completion of the Mergers except as specifically approved by MasterCraft.

Management continues to monitor the risk of defaults and resulting repurchase obligations based in part on information provided by the third-party floor plan lenders and will adjust the guarantee liability at the end of each reporting period based on information reasonably available at that time.

The Company currently has an agreement with one of the floor plan lenders whereby the contractual repurchase limit is based on the highest of the following criteria: (i) a specified percentage of the average net receivables financed by the floor plan lender for our dealers, (ii) the total average net receivables financed by the floor plan lender for our two highest dealers for the three highest monthly receivables balances during the past twelve months, or (iii) $8.0 million, less repurchases during the prior 12 month period. As defined by the agreement, the repurchase limit for this lender was $8.4 million as of March 31, 2026. The Company also has an agreement with an additional floorplan lender whereby the contractual repurchase limit is based on the highest of the following criteria: (i) a specified percentage of the average net receivables financed by the floor plan lender for our dealers, or (ii) $18.8 million through June 30, 2026, reducing to $3.0 million beginning July 1, 2026. As defined by the agreement, the repurchase limit for this lender was $18.8 million as of March 31, 2026. The Company has contractual repurchase agreements with additional lenders with an aggregate maximum repurchase obligation of $1.6 million with various expiration and cancellation terms of less than one year, for an aggregate repurchase obligation with all floor plan financing institutions of $28.8 million as of March 31, 2026. Although the Company has these agreements with financial institutions, in certain situations, the Company may decide for business reasons to repurchase boats in excess of these contractual amounts. However, as noted above, pursuant to the Merger Agreement we have agreed to limit repurchases pursuant to floorplan financing arrangements to $500,000 individually or $1,000,000 in the aggregate during the time period between the execution of the Merger Agreement and the completion of the Mergers except as specifically approved by MasterCraft.

CERTAIN RELATED PARTY TRANSACTIONS

In conjunction with its spin-off from RPC, Inc. ("RPC") in 2001, the Company and RPC entered into various agreements that define their relationship after the spin-off. RPC charged the Company for its allocable share of administrative costs incurred for services rendered on behalf of Marine Products totaling $414 thousand for the three months ended March 31, 2026 and $297 thousand for the three months ended March 31, 2025.

Marine Products and RPC own 50% each of a limited liability company, 255 RC, LLC, that was created for the joint purchase and ownership of a corporate aircraft. Marine Products recorded certain net operating costs comprised of rent and an allocable share of fixed costs of $33 thousand for the three months ended March 31, 2026 and $43 thousand for the three months ended March 31, 2025.

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

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A group that includes Amy R. Kreisler and Timothy C. Rollins, each of whom is a director of the Company, certain of their family members, and certain companies under their and/or their family members' control, controls in excess of fifty percent of the Company's voting power.

Pursuant to the registration rights agreement between us and our largest stockholder, LOR, Inc. ("LOR") and certain of its affiliates (collectively, "the Selling Stockholders") and their permitted transferees, we have filed a shelf registration statement on Form S-3 with the SEC that expires on May 5, 2028. The Form S-3 shelf registration statement registers for resale up to 24,419,029 shares of our common stock, which represents substantially all of the Company securities held by the Selling Stockholders. In addition, they have, subject to certain conditions and limitations, certain piggy-back registration rights with respect to registrations initiated by us.

CRITICAL ACCOUNTING POLICIES

The discussion of Critical Accounting Policies is incorporated herein by reference from the Company's annual report on Form 10-K for the fiscal year ended December 31, 2025. There have been no significant changes in the critical accounting policies since year-end.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

See the note titled Recent Accounting Standards in the Notes of the Consolidated Financial Statements for a description of recent accounting pronouncements, including the expected dates of adoption and expected effects on results of operations and financial condition, if known.

SEASONALITY

Marine Products' quarterly operating results are affected by weather and general economic conditions. Quarterly operating results for the second quarter have historically recorded the highest sales volume for the year because this corresponds with the highest retail sales volume period. For similar reasons, quarterly operating results for the fourth quarter often record the lowest sales volume for the year. The results for any quarter are not necessarily indicative of results to be expected in any future period.

INFLATION

New boat buyers typically finance their purchases. The Company believes that previous increases in interest rates (which were generally linked to higher inflation) reduced retail demand for smaller boats, since purchasers of smaller boats are typically more sensitive to increases in the cost of boat ownership and typically finance their purchases. Higher interest rates also impact many of our dealers, as their inventories are financed and they bear much of the carrying costs related to boats held in inventory. Lastly, the Company incurs higher costs from rising interest rates because we often pay a portion of dealer floor plan interest as part of our dealer sales incentive programs. Although economic uncertainty continues to impact the marine industry, we are encouraged by the potential for lower interest rates helping the finance buyer.

As a result of post-pandemic supply chain disruptions and general inflation, the market prices of the raw materials and components used by the Company's manufacturing processes increased and remain elevated. In response, the Company increased the prices for its products, and they remain historically high. In 2025 and through the three months ended March 31, 2026, input cost inflation was immaterial, though many items remain elevated compared to historical levels. The Company believes the cost of boat ownership has risen enough over the last several years to impact retail demand. Therefore, it may be more difficult to raise prices in the future to compensate for increased costs of raw materials and components, which could impact the Company's sales and profit margins. As discussed above, the ongoing tariff developments could result in a resumption in inflationary pressures.

FORWARD-LOOKING STATEMENTS

Certain statements made in this report that are not historical facts are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. The words "may," "should," "will," "expect," "believe," "anticipate," "intend," "plan," "seek," "project," "estimate," and similar expressions used in this document that do not relate to historical facts are intended to identify forward-looking statements. Such forward-looking statements may include, without limitation: our belief that the Company's results of operations and its financial condition are not significantly reliant upon any single customer or product model;the ongoing conflict involving Iran and the blockage of the Strait of Hormuz could materially adversely affect the Company's business, elevated fuel costs

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can negatively impact demand for products by increasing the overall cost of boat ownership, higher fuel prices may reduce utilization of existing boats which can negatively affect dealer profitability, geopolitical instability may continue to increase shipping transit times and freight rates, disruptions may result in higher input costs and parts shortages, the Company's ability to fully offset higher costs or maintain margins without adversely affecting demand is uncertain, the Company's expectation that substantially all deferred revenue will be recognized in the immediately following quarter, the Company is currently assessing the potential impact of new accounting standards on its consolidated financial statements, catastrophic weather or civil unrest may disrupt manufacturing operations, economic conditions and decreases in consumer confidence may impact discretionary spending, business interruptions due to adverse weather or increased interest rates may occur, unanticipated changes in consumer demand and preferences may arise, the Company's strategy to increase sales may not achieve anticipated success, the Company's ability to raise prices in the future may be limited, disruptions in supplier relationships may occur, potential liabilities for personal injury or property damage claims may arise, higher tariffs could increase materials costs and result in higher inflation, the Company's cash and operations will be sufficient to meet requirements for at least the next twelve months, management expects capital expenditures will be approximately $1 million to $5 million if the mergers are not completed during 2026, expectations regarding termination of our credit facility, statements regarding the impact of the Mergers, the Company expects existing cash and operations will be sufficient to fund merger-related costs, actual merger costs may differ from estimates, the Merger Agreement could require a termination fee of $11.6 million under certain circumstances, the Company expects to continue paying regular quarterly dividends if the Mergers do not close, any sustained decrease in interest rates could be a catalyst for increased dealer and consumer spending, the Company believes it may take further interest rate relief to drive increased consumer appetite, tariffs could contribute to inflation and limit interest rate reductions, management continues to monitor the risk of defaults and will adjust guarantee liability based on available information, and litigation challenging the Mergers may delay or prevent completion.

Such forward-looking statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. We caution you that such statements are only predictions and not guarantees of future performance and that actual results, developments and business decisions may differ from those envisioned by the forward-looking statements. Risk factors that could cause such future events not to occur as expected include, but are not limited to, the following: our manufacturing operations are conducted in a single location, and to support our operations, several of our suppliers have also established facilities close to our manufacturing facility to provide timely delivery of fabricated components to us; as a result, catastrophic weather, civil unrest or other unanticipated events beyond our control may disrupt both our and our suppliers' ability to conduct manufacturing operations or transport our finished boats to our dealer network, and we do not own or have access to alternate manufacturing locations, economic conditions, unavailability of credit and possible decreases in the level of consumer confidence impacting discretionary spending, business interruptions due to adverse weather conditions, increased interest rates, increased fuel costs, unanticipated changes in consumer demand and preferences, deterioration in the quality of Marine Products' network of independent boat dealers or availability of financing of their inventory, or in our relationships with them, continued lowering of consumer demand whether due to further increases to interest rates, overall impairment to the national and global economies, or because our designs fail to match evolving customer tastes and needs, the possibility that our strategy to increase sales in response to changing market conditions may not achieve the success we anticipate; our ability to further raise prices in the future may be limited, the ongoing conflict involving Iran, the blockage of the Strait of Hormuz and resulting elevated oil prices could materially adversely affect our business, financial condition and results of operations, Marine Products relies upon third-party dealer floor plan lenders which provide financing to its network of independent dealers, interest rates and fuel prices affect Marine Products' sales, Marine Products' dependence on its network of independent boat dealers may affect its operating results and sales, Marine Products' financial condition and operating results may be adversely affected by boat dealer defaults, Marine Products' sales are affected by weather conditions, which may involve long-term impact from global warming, Marine Products encounters intense competition which affects our sales and profits, because Marine Products relies on third-party suppliers, Marine Products may be unable to obtain adequate raw materials, engines and components at reasonable prices or at all, which could increase our working capital requirements and adversely affect sales and profit margins, increasing expectations from customers, investors and other stakeholders regarding our environmental, social and governance (ESG) practices may affect our business, may create additional costs for us, or expose us to related risks, Marine Products purchases materials and components for boat production, as well as conducts business internationally; these aspects of our business could be affected by tariffs in that higher tariffs could increase materials costs and/or result in higher inflation, which typically results in higher interest rates that could translate into an increased cost of boat ownership, causing prospective buyers to choose to forego or delay boat purchases, and in addition, the higher prices of materials caused by tariffs would increase the costs of manufacturing our products, and could negatively affect our profit margins, Marine Products has potential liability for personal injury and property damage claims, if Marine Products is unable to comply with environmental and other regulatory requirements, its business may be

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exposed to liability and fines, Marine Products' success will depend on its key personnel, and the loss of any key personnel may affect its powerboat sales, Marine Products' ability to attract and retain qualified employees is crucial to its results of operations and future growth, Marine Products' executive officers, directors and their affiliates together have a substantial ownership interest, and public stockholders may have no effective voice in Marine Products' management and the availability of Marine Products' common stock to the investing public may be limited, the controlling group could take actions that could negatively impact our results of operations, financial condition or stock price, provisions in Marine Products' certificate of incorporation and bylaws may inhibit a takeover of Marine Products, our operations rely on digital systems and processes that are subject to cyber-attacks or other threats that could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition, risks related to artificial intelligence, increased usage of artificial intelligence and machine learning technologies could expose us to operational, safety, cybersecurity, legal and reputational risks and could adversely affect our ability to compete, our operating results and our cash flows, Marine Products' stock price has been volatile, the number of shares of MasterCraft common stock issuable in the First Merger in respect of one share of our common stock is fixed and will not be adjusted, failure to complete the Mergers, or a delay in the completion of the Mergers, could negatively impact our business, results of operations, financial condition, and stock price, uncertainties associated with the Mergers may cause a loss of key employees at either of the Company or MasterCraft, which could adversely affect the future business and operations of the combined company following the Mergers, current holders of our common stock will have a significantly reduced ownership and voting interest in the combined company after the Mergers and will therefore have less voting influence over the combined company, litigation against us or MasterCraft, or the members of our or MasterCraft's board of directors, could prevent or delay the completion of the Mergers, the Merger Agreement limits our ability to pursue alternatives to the Mergers and may discourage other companies from trying to acquire us, if the Mergers are consummated, the combined company may not perform as we or the market expects and may fail to realize the projected benefits and cost savings of the Mergers, which could adversely affect the value of MasterCraft common stock, which our current stockholders will own following the completion of the Mergers, if the Mergers were to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, the Company's stockholders may be required to pay additional U.S. federal income taxes, and our cash and cash equivalents are held primarily at a single financial institution. Additional discussion of factors that could cause actual results to differ from management's projections, forecasts, estimates and expectations is contained in Marine Products' Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2025 and in Item 1A of Part II of this Form 10-Q.