Wolverine World Wide Inc: Form 10-Q for the period ended Jun 28, 2025

The following is a discussion of the Company’s results of operations and liquidity and capital resources. This section should be read in conjunction with the Company’s consolidated condensed financial statements and related notes included elsewhere in this Quarterly Report.

BUSINESS OVERVIEW

The Company is a leading global designer, marketer and licensor of branded footwear, apparel and accessories. The Company’s strategic vision is to build and grow high-energy footwear, apparel and accessories brands that inspire and empower consumers to explore and enjoy their active lives. The Company seeks to fulfill this vision by offering innovative products and compelling brand propositions; complementing its footwear brands with strong apparel and accessories offerings; expanding its global direct-to-consumer footprint; and delivering supply chain excellence.

The Company’s brands are marketed in approximately 170 countries and territories at June 28, 2025, including through owned operations in the U.S., Canada, the United Kingdom and certain countries in continental Europe and Asia Pacific. In other regions (Latin America, portions of Europe and Asia Pacific, the Middle East and Africa), the Company relies on a network of third-party distributors, licensees and joint ventures. At June 28, 2025, the Company operated 121 retail stores in the U.S., United Kingdom, Ireland and Italy and 39 direct-to-consumer eCommerce sites.

Effective January 1, 2024, the Company completed the sale of the Company’s equity interests in the Merrell® and Saucony® China joint venture entities.

Effective January 10, 2024, the Company completed the sale of the Sperry® business.

Effective May 4, 2024, the Company entered into global multi-year licensing agreements relating to Merrell® and Saucony® kids footwear and Merrell® apparel and accessories.

2025 FINANCIAL OVERVIEW

• Revenue was $474.2 million for the second quarter of 2025, representing an increase of 11.5% compared to the second quarter of 2024.
• Gross margin was 47.2% in the second quarter of 2025 compared to 43.1% in the second quarter of 2024.
• The effective tax rates in the second quarters of 2025 and 2024 were 13.7% and 13.1%, respectively.
• Diluted earnings per share for the second quarter of 2025 was $0.32 per share compared to diluted earnings per share of $0.17 per share for the second quarter of 2024.
• The Company declared cash dividends of $0.10 per share in the second quarters of both 2025 and 2024.
• Cash flow used in operating activities was $39.2 million for the first two quarters of 2025 compared to cash flow used in operating activities of $10.5 million for the first two quarters of 2024.
• Compared to the second quarter of 2024, inventory as of the end of the second quarter of 2025 increased $18.9 million, or 6.4%.

RESULTS OF OPERATIONS

(In millions, except per share data)

* Percentage change not meaningful

REVENUE

Revenue was $474.2 million for the second quarter of 2025, representing an increase of $49.0 million compared to the second quarter of 2024. The change in revenue reflected a $49.6 million, or 16.2%, increase from the Active Group, a $2.5 million, or 2.4%, increase from the Work Group, and a $3.1 million, or 21.7%, decrease from the Other category. The Active Group’s revenue increase was primarily driven by an increase of $42.3 million from Saucony® and $15.2 million from Merrell®, partially offset by a decrease of $5.2 million from Chaco® and $2.7 million from Sweaty Betty®. The Work Group’s revenue increase was primarily driven by increases of $4.3 million from Cat®, $1.4 million from Harley-Davidson® and $1.4 million from HYTEST®, partially offset by decreases of $3.0 million from Wolverine® and $1.6 million from Bates®. The decrease in Other revenue was primarily driven by decreases of $1.8 million from joint venture and royalty revenue recorded at the corporate level, $0.9 million from Hush Puppies® and $0.4 million from Sperry®. Changes in foreign exchange rates increased revenue by $5.2 million during the second quarter of 2025. Direct-to-consumer revenue decreased during the second quarter of 2025 by $1.8 million, or 1.6%, compared to the second quarter of 2024.

Revenue was $886.5 million for the first two quarters of 2025, representing an increase of $66.4 million compared to the first two quarters of 2024. The change in revenue reflected a $86.5 million, or 14.5%, increase from the Active Group, a $12.8 million, or 6.6%, decrease from the Work Group, and a $7.3 million, or 24.9%, decrease from the Other category. The Active Group’s revenue increase was primarily driven by increases of $72.0 million from Saucony® and $32.8 million from Merrell®, partially offset by decreases of $9.9 million from Sweaty Betty® and $8.4 million from Chaco®. The Work Group’s revenue decrease was primarily driven by decreases of $6.8 million from Wolverine®, $3.3 million from Cat® and $2.1 million from Bates®. The decrease in Other revenue was primarily driven by decreases of $4.5 million from Sperry® and $2.6 million from joint venture and royalty revenue recorded at the corporate level. Changes in foreign exchange rates increased revenue by $0.5 million during the first two quarters of 2025. Direct-to-consumer revenue decreased during the first two quarters of 2025 by $11.8 million, or 5.4%, compared to the first two quarters of 2024.

GROSS MARGIN

Gross margin was 47.2% in the second quarter of 2025 compared to 43.1% in the second quarter of 2024. Gross margin was 47.2% in the first two quarters of 2025 compared to 44.5% in the first two quarters of 2024. The gross margin increase during 2025 was primarily due to healthier sales mix, lower promotional activity and the benefit of supply chain cost initiatives.

OPERATING EXPENSES

Operating expenses increased $29.2 million, from $154.1 million in the second quarter of 2024 to $183.3 million in the second quarter of 2025. The increase was primarily driven by higher environmental and other related costs, net of insurance recoveries ($16.6 million), higher advertising costs ($10.6 million), higher general and administrative costs ($6.8 million), higher selling costs ($2.5 million), higher incentive compensation costs ($2.0 million) and higher distribution costs ($0.9 million), partially offset by lower reorganization costs ($7.0 million) and lower impairment of long-lived and intangible assets ($3.2 million). Environmental and other related costs were $0.9 million and $10.8 million in the second quarter of 2025 and 2024, respectively.

Operating expenses increased $19.8 million, from $338.6 million in the first two quarters of 2024 to $358.4 million in the first two quarters of 2025. The increase was primarily driven by higher environmental and other related costs, net of insurance recoveries ($18.1 million), higher advertising costs ($15.6 million), higher general and administrative costs ($3.3 million), higher incentive compensation costs ($1.8 million), higher selling costs ($1.0 million) and higher distribution costs ($0.5 million), partially offset by lower reorganization costs ($11.2 million) and lower impairment of long-lived and intangible assets ($9.3 million). Environmental and other related costs were $4.0 million and $12.7 million in the first two quarters of 2025 and 2024, respectively.

INTEREST, OTHER AND INCOME TAXES

Net interest expense was $8.5 million in the second quarter of 2025 compared to $11.9 million in the second quarter of 2024. Net interest expense was $16.5 million in the first two quarters of 2025 compared to $23.9 million in the first two quarters of 2024. The decrease in interest expense for both the quarter-to-date and year-to-date periods is primarily due to lower average principal balances of variable rate debt and lower weighted average interest rates on variable rate debt.

Other income was $1.4 million in the second quarter of 2025, compared to other income of $0.8 million in the second quarter of 2024. Other income was $2.9 million in the first two quarters of 2025, compared to other income of $1.6 million in the first two quarters of 2024.

The effective tax rates in the second quarter of 2025 and 2024 were 13.7% and 13.1%, respectively. The effective tax rates in the first two quarters of 2025 and 2024 were 12.0% and 47.8%, respectively. The increase in the effective tax rate between 2025 and 2024 for the second quarter of the years is primarily due to a decrease in discrete tax benefits recognized in the current year. The decrease in the effective tax rate between 2025 and 2024 for the year-to-date periods is primarily the result of discrete tax benefits in the current year compared to discrete tax expenses in the prior year.

REPORTABLE SEGMENTS

The Company’s portfolio of brands is organized into the following reportable segments.

• Active Group, consisting of Merrell® footwear and apparel, Saucony® footwear and apparel, Sweaty Betty® activewear, and Chaco® footwear; and
• Work Group, consisting of Wolverine® footwear and apparel, Cat® footwear, Bates® uniform footwear, Harley-Davidson® footwear and HYTEST® safety footwear;

Kids' footwear offerings from Saucony®, Merrell®, Hush Puppies® and Cat® are included with the applicable brand.

The Company also reports “Other” and “Corporate” categories. The Other category consists of Sperry® footwear, Hush Puppies® footwear and apparel, sourcing operations that include third-party commission revenues, multi-branded direct-to-consumer retail stores and the Stride Rite® licensed business. The Corporate category consists of unallocated corporate expenses, such as corporate employee costs, corporate facility costs, reorganization activities, impairment of long-lived assets and environmental and other related costs.

The reportable segment results are as follows:

(In millions)

Further information regarding the reportable segments can be found in Note 16 to the consolidated condensed financial statements.

Active Group

The Active Group’s revenue increased $49.6 million, or 16.2%, in the second quarter of 2025 compared to the second quarter of 2024. The revenue increase was primarily driven by increases of $42.3 million from Saucony® and $15.2 million from Merrell®, partially offset by decreases of $5.2 million from Chaco® and $2.7 million from Sweaty Betty®. The Active Group’s revenue increased $86.5 million, or 14.5%, in the first two quarters of 2025 compared to the first two quarters of 2024. The revenue increase was primarily driven by increases of $72.0 million from Saucony® and $32.8 million from Merrell®, partially offset by decreases of $9.9 million from Sweaty Betty® and $8.4 million from Chaco®. The Saucony® increase was primarily driven by sales in the international channel and the strength and expanded sales of lifestyle product, including ProGrid Omni 9 and Ride Millennium. The Merrell® increase was primarily due to growth in the core brand franchises, including Moab 3, Moab Speed, and Speed Strike, particularly in the wholesale and international channels. The Sweaty Betty® decrease was primarily driven by softer consumer demand in direct-to-consumer and wholesale channels, lower closeout sales compared to the prior year and timing of shipments. The Chaco® decrease was primarily due to lower closeout sales compared to the prior year and softer consumer demand.

The Active Group’s operating profit increased $22.6 million, or 53.7%, in the second quarter of 2025 compared to the second quarter of 2024. The operating profit increase was due to revenue increases and a 500 basis point increase in gross margin, partially offset by a $17.3 million increase in selling, general and administrative expenses. The Active Group’s operating profit increased $44.5 million, or 56.8%, in the first two quarters of 2025 compared to the first two quarters of 2024. The operating profit increase was due to revenue increases and a 420 basis point increase in gross margin, partially offset by a $23.2 million increase in selling, general and administrative expenses. The increase in gross margin in the current year periods was primarily due to healthier sales mix, lower promotional activity and the benefit of supply chain cost initiatives. The increase in selling, general and administrative expenses in the current year periods was primarily due to higher advertising costs, selling costs and employee costs.

Work Group

The Work Group’s revenue increased $2.5 million, or 2.4%, during the second quarter of 2025 compared to the second quarter of 2024. The revenue increase was primarily driven by increases of $4.3 million from Cat®, $1.4 million from Harley-Davidson® and $1.4 million from HYTEST®, partially offset by decreases of $3.0 million from Wolverine® and $1.6 million from Bates®. The Cat® increase was primarily due to strong performance in the international and U.S. wholesale channels. The Harley-Davidson® increase was primarily due to timing of shipments in the U.S. wholesale channel. The HYTEST® increase was primarily due to growth in the U.S. wholesale channel. The Wolverine® decrease was primarily due to softer consumer demand in the U.S. direct-to-consumer and U.S. wholesale channels. The Bates® decrease was primarily due to softer consumer demand in the U.S. wholesale channel and lower closeout sales compared to the prior year.

The Work Group’s revenue decreased $12.8 million, or 6.6%, during the first two quarters of 2025 compared to the first two quarters of 2024. The revenue decrease was primarily driven by decreases of $6.8 million from Wolverine®, $3.3 million from Cat® and $2.1 million from Bates®. The Wolverine® decrease was primarily due to timing of shipments in the U.S. and international channels and softer consumer demand in the U.S. direct-to-consumer and U.S. wholesale channels. The Cat® decrease was primarily due to timing of shipments in the U.S. and international channels, partially offset by strong performance in the U.S. wholesale channel. The Bates® decrease was primarily due to softer consumer demand in the U.S. wholesale channel and lower closeout sales compared to the prior year.

The Work Group’s operating profit increased $5.7 million, or 39.0%, in the second quarter of 2025 compared to the second quarter of 2024. The operating profit increase was due to revenue increases, a 270 basis point increase in gross margin and a $1.9 million decrease in selling, general and administrative expenses. The Work Group’s operating profit increased $0.1 million, or 0.4%, in the first two quarters of 2025 compared to the first two quarters of 2024. The operating profit increase was due to a 90 basis point increase in gross margin and a $3.1 million decrease in selling, general and administrative expenses, partially offset by revenue decreases. The increase in gross margin in the current year periods was primarily due to favorable sales mix, lower promotional activity, and the benefit of supply chain cost initiatives. The decrease in selling, general and administrative expenses in the current year period was primarily due to lower distribution costs, advertising costs and selling expenses.

Other

The Other category’s revenue decreased $3.1 million, or 21.7%, in the second quarter of 2025 compared to the second quarter of 2024. The revenue decrease was primarily driven by a decrease of $1.8 million from joint venture and royalty revenue recorded at the corporate level, $0.9 million from Hush Puppies®, due to timing in the international channel, and $0.4 million from Sperry®, due to the divestiture of the business effective January 10, 2024. The Other category’s revenue decreased $7.3 million, or 24.9%, in the first two quarters of 2025 compared to the first two quarters of 2024. The revenue decrease was primarily driven by decreases of $4.5 million from Sperry®, due to the divestiture of the business effective January 10, 2024, and $2.6 million from joint venture and royalty revenue recorded at the corporate level.

Other operating profit decreased $0.1 million, or 1.2%, in the second quarter of 2025 compared to the second quarter of 2024. Other operating profit increased $3.2 million, or 25.8%, in the first two quarters of 2025 compared to the first two quarters of 2024. The operating profit increase in the first two quarters of 2025 was primarily due to higher Hush Puppies® royalty income on higher revenue and losses incurred in the prior year associated with the Sperry® business.

Corporate

Corporate expenses increased $16.6 million in the second quarter of 2025 compared to the second quarter of 2024, primarily due to higher environmental and other related costs ($16.6 million), higher software licensing costs ($2.4 million), higher incentive compensation costs ($1.5 million) and higher inventory reserves recorded at the corporate level ($1.1 million), partially offset by lower reorganization activities ($7.0 million) and lower impairment of long-lived and intangible assets ($3.2 million).

Corporate expenses increased $13.4 million in the first two quarters of 2025 compared to the first two quarters of 2024, primarily due to higher environmental and other related costs ($18.1 million), business model change gain recorded in the prior year that did not reoccur ($6.5 million), higher software licensing costs ($3.1 million), higher inventory reserves recorded at the corporate level ($1.1 million) and higher incentive compensation costs ($1.0 million), partially offset by lower reorganization activities ($11.2 million) and lower impairment of long-lived and intangible assets ($9.3 million).

LIQUIDITY AND CAPITAL RESOURCES

(In millions)

(1) Amounts are net of both borrowings, if any, and outstanding standby letters of credit in accordance with the terms of the revolving credit facility.

Liquidity

Cash and cash equivalents of $141.0 million as of June 28, 2025 were $7.3 million lower compared to June 29, 2024. The decrease is due primarily to repayments less borrowings of debt of $107.5 million, cash dividends paid of $33.0 million, additions to property, plant and equipment of $23.1 million, and employee taxes paid under stock-based compensation of $9.4 million, partially offset by cash provided by operating activities of $151.4 million and proceeds from divestitures of

$9.9 million. The Company had $653.3 million of borrowing capacity available under the Revolving Facility as of June 28, 2025. Cash and cash equivalents located in foreign jurisdictions totaled $106.0 million as of June 28, 2025.

Cash flow from operating activities is expected to be sufficient to meet the Company’s working capital needs for the foreseeable future. Any excess cash flow from operating activities is expected to be used to fund organic growth initiatives, reduce debt, pay dividends and for general corporate purposes.

The Company did not repurchase shares of its common stock during the first two quarters of both 2025 and 2024.

A detailed discussion of environmental remediation costs is found in Note 15 to the consolidated condensed financial statements. The Company has established a reserve for estimated environmental remediation costs based upon an evaluation of currently available facts with respect to each individual affected site. As of June 28, 2025, the Company has a reserve of $34.8 million, of which $20.2 million is expected to be paid in the next 12 months and is recorded as a current obligation in other accrued liabilities and the remaining $14.6 million is recorded in other liabilities and is expected to be paid over the course of up to 25 years. The Company's remediation activity at its former Tannery site and sites where the Company disposed of Tannery byproducts is ongoing. It is difficult to estimate the cost of environmental compliance and remediation given the uncertainties regarding the interpretation and enforcement of applicable environmental laws and regulations, the extent of environmental contamination and the existence of alternative cleanup methods.

Developments may occur that could materially change the Company’s current cost estimates. The Company adjusts recorded liabilities as further information develops or circumstances change.

Financing Arrangements

The Company’s credit agreement provides for a term loan A facility (the “Term Facility”) and for a revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit Facilities”). The maturity date of the loans under the Senior Credit Facilities is October 21, 2026. The credit agreement provides for a debt capacity of up to an aggregate debt amount (including outstanding term loan principal and revolver commitment amounts in addition to permitted incremental debt) not to exceed $2.0 billion unless certain specified conditions set forth in the credit agreement are met. The Revolving Facility allows the Company to borrow up to an aggregate amount of $800.0 million.

The Company’s $550.0 million 4.0% senior notes issued on August 26, 2021 are due on August 15, 2029. Related interest payments are due semi-annually. The senior notes are guaranteed by substantially all of the Company’s domestic subsidiaries.

As of June 28, 2025, the Company was in compliance with all covenants and performance ratios under the credit agreement.

The Company’s debt at June 28, 2025 totaled $708.5 million compared to $648.0 million at December 28, 2024. The Company expects to use the current borrowings to fund organic growth initiatives, pay dividends and for general corporate purposes. The increased debt position is due to higher borrowings under the Revolving Facility mainly resulting from operating cash outflows.

Cash Flows

The following table summarizes cash flow activities:

(In millions)

Operating Activities

The principal source of the Company’s operating cash flow is net earnings, including cash receipts from the sale of the Company’s products, net of costs of goods sold.

For the first two quarters of 2025, an increase in net working capital represented a use of cash of $93.2 million. Working capital balances were unfavorably impacted by an increase in accounts receivable of $38.0 million, an increase in inventories of $68.3 million, an increase in other operating assets of $8.7 million, and a decrease in other operating liabilities of $0.5 million, partially offset by an increase in accounts payable of $22.1 million. Operating cash flows included adjustments for environmental and other related costs, net of cash payments and recoveries received, cash outflow of $6.8 million, depreciation and amortization expense adjustment of $12.5 million, stock-based compensation expense adjustment of $12.6 million, pension expense adjustment of $0.3 million, and deferred income taxes of $0.1 million.

Investing Activities

The Company made capital expenditures of $11.0 million and $8.1 million in the first two quarters of 2025 and 2024, respectively, for corporate headquarters building improvements, and eCommerce site and information system enhancements.

Financing Activities

The current year debt activity includes net borrowings under the Revolving Facility of $65.0 million. The Company paid $5.0 million and $26.7 million in principal payments associated with its long-term debt during the first two quarters of 2025 and 2024, respectively. The Company paid $8.5 million and $1.7 million during the first two quarters of 2025 and 2024, respectively, in connection with shares or units withheld to pay employee taxes related to awards under stock incentive plans. The Company did not repurchase shares in the first two quarters of 2025 or 2024.

The Company declared cash dividends of $0.20 per share during the first two quarters of 2025 and 2024. Dividends paid in the first two quarters of 2025 and 2024 totaled $16.7 million and $16.2 million, respectively. A quarterly dividend of $0.10 per share was declared on July 30, 2025 to stockholders of record on October 1, 2025.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the Company’s consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"), requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Historically, actual results have not been materially different from the Company’s estimates. However, actual results may differ materially from these estimates under different assumptions or conditions.

The Company has identified the critical accounting policies used in determining estimates and assumptions in the amounts reported. For information regarding our critical accounting policies refer to Part II, Item 7: “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in the Company’s 2024 Form 10-K. Management believes there have been no material changes in those critical accounting policies.

The Company faces market risk to the extent that changes in foreign currency exchange rates affect the Company’s foreign assets, liabilities and inventory purchase commitments. The Company manages these risks by attempting to denominate contractual and other foreign arrangements in U.S. dollars. The Company does not believe that there has been a material change in the nature of the Company’s primary market risk exposures, including the categories of market risk to which the Company is exposed and the particular markets that present the primary risk of loss to the Company. As of the date of this Quarterly Report on Form 10-Q, the Company does not know of any material change in the near-term in the general nature of its primary market risk exposure.

Under the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 815, Derivatives and Hedging, the Company is required to recognize all derivatives on the balance sheet at fair value. Derivatives that are not qualifying hedges must be adjusted to fair value through earnings. If a derivative is a qualifying hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in accumulated other comprehensive income (loss) until the hedged item is recognized in earnings.

The Company conducts wholesale operations outside of the U.S. in Canada, continental Europe, the United Kingdom, Hong Kong, China and Mexico where the functional currencies are primarily the Canadian dollar, euro, British pound, Hong Kong dollar, Chinese renminbi and Mexican peso, respectively. The Company utilizes foreign currency forward exchange contracts to manage the volatility associated primarily with U.S. dollar inventory purchases made by non-U.S. wholesale operations in the normal course of business as well as to manage foreign currency translation exposure. As of June 28, 2025 and June 29, 2024, the Company had outstanding forward currency exchange contracts to purchase primarily U.S. dollars in the amounts of $244.8 million and $257.9 million, respectively, with maturities ranging up to 531 and 503 days, respectively.

The Company also has sourcing locations in Asia, where financial statements reflect the U.S. dollar as the functional currency. However, operating costs are paid in the local currency. Revenue generated by the Company from third-party foreign licensees is calculated in the local currencies but paid in U.S. dollars. Accordingly, the Company’s reported results are subject to foreign currency exposure for this stream of revenue and expenses. Any associated foreign currency gains or losses on the settlement of local currency amounts are reflected within the Company's consolidated condensed statement of operations and comprehensive income (loss).

Assets and liabilities outside the U.S. are primarily located in the United Kingdom, Canada and the Netherlands. The Company’s investments in foreign subsidiaries with a functional currency other than the U.S. dollar are generally considered long-term. As of June 28, 2025, a weaker U.S. dollar compared to certain foreign currencies increased the value of these investments in net assets by $25.3 million from their value as of December 28, 2024. As of June 29, 2024, a stronger U.S. dollar compared to certain foreign currencies decreased the value of these investments in net assets by $10.9 million from their value as of December 30, 2023.

The Company is exposed to interest rate changes primarily as a result of interest expense on the term loan borrowings and any borrowings under the Revolving Facility. The Company’s total variable-rate debt was $162.5 million at June 28, 2025.

The Company does not enter into contracts for speculative or trading purposes, nor is it a party to any leveraged derivative instruments.

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on, and as of the time of such evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures, as defined in Securities Exchange Act Rule 13a-15(e), were effective as of the end of the period covered by this report. There have been no changes during the quarter ended June 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties discussed in Part I, Item 1A. “Risk Factors” in the Company’s 2024 Form 10-K and in Part II, Item 1A: “Risk Factors” in the Company’s First Quarter 2025 Form 10-Q, which could materially adversely affect our business, financial condition, or future results. There have been no material changes in the assessment of the Company’s risk factors from those set forth in the Company’s 2024 Form 10-K, except as set forth in the Company’s First Quarter 2025 Form 10-Q.