SEACOR Marine Holdings Inc.: Form 10-Q for the period ended Mar 31, 2026

This Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters and involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Certain of these risks, uncertainties and other important factors are discussed in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s 2025 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q. However, it should be understood that it is not possible to identify or predict all such risks, uncertainties and factors, and others may arise from time to time. All of these forward-looking statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Forward looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the United States Securities and Exchange Commission.

The following Management’s Discussion and Analysis (the “MD&A”) is intended to help the reader understand the Company’s financial condition and results of operations. The MD&A is provided as a supplement to and should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the 2025 Annual Report.

Overview

The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of March 31, 2026, the Company operated a fleet of 43 support vessels, of which all were owned. The primary users of the Company’s services are major integrated national and international oil companies, independent oil and natural gas exploration and production companies, oil field service and construction companies, as well as offshore wind farm operators and offshore wind farm installation and maintenance companies.

The Company operates and manages a diverse fleet of offshore support vessels that (i) deliver cargo and personnel to offshore installations, including offshore wind farms, (ii) assist offshore operations for production and storage facilities, (iii) provide construction, well work-over, offshore wind farm installation and decommissioning support and (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair. Additionally, the Company’s vessels provide emergency response services and accommodations for technicians and specialists.

The Company operates its fleet in four principal geographic regions: the United States (“U.S.”), primarily Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Brazil, Mexico, Guyana, and Central and South America. The Company’s vessels are highly mobile and regularly and routinely move between countries within a geographic region. In addition, the Company’s vessels are redeployed among geographic regions, subject to flag restrictions, as changes in market conditions dictate.

Significant items affecting our results of operations

The number and type of vessels operated, their rates per day worked and their utilization levels are the key determinants of the Company’s operating results and cash flows. Unless a vessel is cold-stacked, there is little reduction in daily running costs for the vessels and, consequently, operating margins are most sensitive to changes in rates per day worked and utilization. The Company manages its fleet utilizing a global network of shore side support, administrative and finance personnel.

Offshore oil and natural gas market conditions are highly volatile. For example, oil prices experienced unprecedented volatility during 2020 due to the COVID-19 pandemic and the related effects on the global economy, with the price per barrel going negative for a short period of time. Oil prices steadily increased since the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty but subsequently decreased to pre-conflict levels. During the three months ended March 31, 2026, WTI oil prices reached a high of $105 per barrel and a low of $56 per barrel, ending the period at $102 per barrel. Volatility of oil prices has increased with the onset of the conflict with Iran.

While the Company has experienced difficult market conditions over the past few years due to volatile oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital discipline, the increases since the lows experienced during the COVID-19 pandemic in oil and natural gas prices has led to an increase in utilization, day rates and customer inquiries about new projects.

The Company closely monitors the availability of vessels in the offshore support vessel market as the utilization and day rates of the Company’s fleet is dependent on the supply and demand dynamics for its vessels. For example, low oil and natural gas prices and a corresponding decline in offshore exploration may reduce demand for the Company’s vessels and in the past such declines have forced many operators in the industry to restructure, liquidate assets or consolidate with other operators. Additionally, the delivery of newly built offshore support vessels to the industry-wide fleet has in the past contributed to an oversupply of vessels in the market, thereby further decreasing the demand for the Company’s existing offshore support vessel fleet. A combination of low customer exploration and drilling activity levels, and excess supply of offshore support vessels whether from laid up fleets or newly built vessels could, in isolation or together, have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and growth prospects. Alternatively, increasing activity levels and a stable supply of offshore support vessels could support higher utilization and day rates and improved financial performance of the Company’s business.

Certain macro drivers somewhat independent of oil and natural gas prices may support the Company’s business, including: (i) underspending by oil and natural gas producers over the last five to ten years leading to pent up demand for maintenance and growth capital expenditures; (ii) improved extraction technologies; and (iii) the need for offshore wind farm support as the industry grows. While the Company expects that alternative forms of energy will continue to develop and add to the world’s energy mix, especially as certain governments, supranational groups, institutional investors, and various other parties focus on climate change causes and concerns, the Company believes that for the foreseeable future demand for gasoline and oil will be sustained, as will demand for natural gas, particularly in the context of expanded power generation demand worldwide. Some alternative forms of energy such as offshore wind farms support some of the Company’s operations and the Company expects such support to increase to the extent that development of these forms of renewable energy expands.

The Company adheres to a strategy of cold-stacking vessels (removing from active service) during periods of weak utilization in order to reduce the daily running costs of operating the fleet, primarily personnel, repairs and maintenance costs, as well as to defer some drydocking costs into future periods. The Company considers various factors in determining which vessels to cold-stack, including upcoming dates for regulatory vessel inspections and related drydocking requirements. The Company may maintain class certification on certain cold-stacked vessels, thereby incurring some drydocking costs while cold-stacked. Cold-stacked vessels are returned to active service when market conditions improve, or management anticipates improvement, typically leading to increased costs for drydocking, personnel, repair and maintenance in the periods immediately preceding the vessels’ return to active service. Depending on market conditions, vessels with similar characteristics and capabilities may be rotated between active service and cold-stack. On an ongoing basis, the Company reviews its cold-stacked vessels to determine if any should be designated as retired and removed from service based on the vessel’s physical condition, the expected costs to reactivate and restore class certification, if any, and its viability to operate within current and projected market conditions. As of March 31, 2026, none of the Company’s 43 owned vessels were cold-stacked worldwide. In addition, the Company had five vessel classified as held for sale as of March 31, 2026.

Recent Developments

Cost Reduction Measures

During the fourth quarter of 2025, the Company initiated certain cost reduction measures to better align its operating expenses with the current state of the offshore marine industry, in general, and its business, in particular. These measures include a reduction of workforce, reorganization of the management structure and streamlining of operations. For the year ended December 31, 2025, the Company incurred one-time charges totaling $1.2 million related to severance charges arising from a reduction in workforce resulting in a decrease in annualized wages and benefits expenses of at least $3.9 million. Management continues to focus on optimizing the cost structure and regional footprint of the business to help maintain the Company’s competitiveness in the industry, improve its operating leverage and position itself to take advantage of market opportunities.

Vessel Sales

On February 24, 2026, the Company completed the sale of one 201 foot, DP-2 platform supply vessel (“PSV”) built in 2015 for total proceeds of $14.6 million for a gain of approximately $7.3 million. Approximately $11.3 million of these sale proceeds were designated to make future payments on the construction of two PSVs and deposited in a restricted account.

On December 19, 2025, the Company completed the sale of one 201 foot, DP-2 platform supply vessel (“PSV”) built in 2013 for total proceeds of $13.4 million for a gain of approximately $8.1 million. Approximately $11.0 million of these sale proceeds were designated to make future payments on the construction of two PSVs and deposited in a restricted account.

On September 29, 2025, the Company completed the sale of the U.S. flag liftboat LB Jill and the U.S. flag liftboat LB Robert (together, the “Liftboat Sales”) for total proceeds of $76.0 million. In addition, concurrently with the closing of the Liftboat Sales, the Company sold certain uninstalled vessel equipment for total proceeds of $1.0 million (the “Equipment Sale”). After deducting transaction costs and expenses, the Company received net cash proceeds of $74.7 million and recognized a gain of $30.5 million for the Liftboat Sales and the Equipment Sale. None of the sale proceeds from the Liftboat Sales and the Equipment Sale are encumbered by the Company’s 2024 SMFH Credit Facility or required to be used to repay such facility.

Consolidated Results of Operations

The sections below provide an analysis of the Company’s results of operations for the three months (“Current Year Quarter”) ended March 31, 2026 compared with the three months (“Prior Year Quarter”) ended March 31, 2025. Except as otherwise noted, there have been no material changes since the end of the Company’s fiscal year ended December 31, 2025, in the Company’s results of operations. For the periods indicated, the Company’s consolidated results of operations were as follows (in thousands, except statistics):

Direct Vessel Profit. Direct vessel profit (defined as operating revenues less operating expenses excluding leased-in equipment, “DVP”) is the Company’s measure of segment profitability. DVP is a critical financial measure used by the Company to analyze and compare the operating performance of its regions, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for leased-in vessels). See “Note 11. Segment Information” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

The following tables summarize the operating results and property and equipment for the Company’s reportable segments for the periods indicated (in thousands, except statistics):

(1) Total Assets by region does not include corporate assets of $73.7 million as of March 31, 2026.

(1) Total Assets by region does not include corporate assets of $43.8 million as of March 31, 2025.

For additional information, the following tables summarize the worldwide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):

(1) Anchor handling towing supply vessel (“AHTS”).

(2) Fast support vessel (“FSV”).

(3) Platform support vessel (“PSV”).

Fleet Counts. The Company’s fleet count as of March 31, 2026 and December 31, 2025 was as follows:

26

Operating Income (Loss)

United States, primarily Gulf of America. For the three months ended March 31, 2026 and 2025 the Company’s time charter statistics and direct vessel loss in the U.S. were as follows (in thousands, except statistics):

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $4.7 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.6 million lower due to net asset dispositions and $1.0 million lower due to the repositioning of two vessels out of the region subsequent to the Prior Year Quarter. Charter revenues were $0.9 million higher for the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”), which consists of three vessels, due to higher average day rates of $15,323 in the Current Year Quarter compared to $12,375 in the Prior Year Quarter and higher utilization of 31% in the Current Year Quarter compared to 9% in the Prior Year Quarter. As of March 31, 2026, the Company had no vessels cold-stacked in this region compared with one of 12 owned vessels (one FSV) as of March 31, 2025.

Direct Operating Expenses. Direct operating expenses were $7.5 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $5.6 million lower due to net asset dispositions, $1.4 million lower due to the repositioning of vessels between geographic regions and $0.5 million lower for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures.

Africa and Europe. For the three months ended March 31, 2026 and 2025 the Company’s time charter statistics and direct vessel profit in Africa and Europe were as follows (in thousands, except statistics):

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $1.7 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $2.5 million higher for the Regional Core Fleet, which consists of 16 vessels, primarily due to higher average day rates of $18,841 in the Current Year Quarter compared to $17,931 in the Prior Year Quarter and higher utilization of 82% in the Current Year Quarter compared to 76% in the Prior Year Quarter. Charter revenues were $0.8 million lower due to the repositioning of two vessels out of the region subsequent to the Prior Year Quarter. Other marine services were $0.3 million lower primarily due to lower catering revenues. As of March 31, 2026 and 2025, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $2.4 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.4 million lower due to the repositioning of vessels between geographic regions and $1.0 million lower for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures.

Middle East and Asia. For the three months ended March 31, 2026 and 2025 the Company’s time charter statistics and direct vessel (loss) profit in the Middle East and Asia were as follows (in thousands, except statistics):

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $6.1 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.4 million lower for the Regional Core Fleet, which consists of ten vessels, due to lower utilization of 61% in the Current Year Quarter compared to 80% in the Prior Year Quarter and lower average day rates of $15,994 in the Current Year Quarter compared to $18,413 in the Prior Year Quarter. Charter revenues were $2.3 million lower due to the disposition of three vessels subsequent to the Prior Year Quarter and $0.6 million higher due to the repositioning of one vessel into the region subsequent to the Prior Year Quarter. Other marine services were $0.3 million higher primarily due to higher catering revenues. As of March 31, 2026 and 2025, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $2.7 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $3.7 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures, $0.5 million higher due to the repositioning of vessels between geographic regions and $1.5 million lower due to net asset dispositions.

Latin America (Brazil, Mexico, Guyana, and Central and South America). For the three months ended March 31, 2026 and 2025 the Company’s time charter statistics and direct vessel profit in Latin America were as follows (in thousands, except statistics):

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $0.8 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $1.6 million lower for the Regional Core Fleet, which consists of six vessels, primarily due to lower utilization of 60% in the Current Year Quarter compared to 70% in the Prior Year Quarter and lower average day rates of $21,255 in the Current Year Quarter compared to $22,686 in the Prior Year Quarter. Charter revenues were $0.8 million higher due to the repositioning of two vessels into the region subsequent to the Prior Year Quarter. Other marine services were $1.4 million lower primarily due to lower mobilization revenues. As of March 31, 2026 and 2025, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $2.8 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $2.5 million higher due to the repositioning of vessels between geographic regions and $0.3 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures.

Other Operating Expenses

Lease expense. Leased-in equipment expense for the Current Year Quarter was nearly flat compared to the Prior Year Quarter.

Administrative and general. Administrative and general expenses for the Current Year Quarter were $1.5 million lower compared to the Prior Year Quarter primarily due to decreases in wages and benefits expenses partially offset by increases in allowance for credit losses.

Depreciation and amortization. Depreciation and amortization expense for the Current Year Quarter were $2.5 million lower compared to the Prior Year Quarter due to net fleet changes.

Gains (Losses) on Asset Dispositions and Impairments, Net. During the Current Year Quarter, the Company sold one PSV, previously classified as held for sale, and other equipment for net cash proceeds of $12.8 million, after transaction costs, for a gain of $7.4 million. During the Prior Year Quarter, the Company sold one liftboat and other equipment for net cash proceeds of $8.5 million, after transaction costs, for a gain of $5.8 million.

Other Income (Expense), Net

For the three months ended March 31, 2026 and 2025, the Company’s other income (expense) was as follows (in thousands):

Interest income. Interest income for the Current Year Quarter compared with the Prior Year Quarter was nearly flat.

Interest expense. Interest expense was lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to lower outstanding debt obligations on the 2024 SMFH Credit Facility (which bears interest at a fixed rate of 10.30% per annum).

Derivative gains (losses), net. Net derivative gains for the Current Year Quarter compared with the Prior Year Quarter decreased due to the Company no longer having an open forward currency exchange contract.

Foreign currency gains (losses), net. Net foreign currency gains for the Current Year Quarter compared with foreign currency losses in the Prior Year Quarter were primarily due to the strengthening of the U.S. dollar in relation to the pound sterling and the euro.

Income Tax Expense

During the three months ended March 31, 2026, the Company’s effective income tax rate of 16.2% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit in the U.S. for income tax purposes.

Equity in Earnings of 50% or Less Owned Companies

Equity in earnings of 50% or less owned companies for the Current Year Quarter compared with the Prior Year Quarter were $0.8 million lower due to the following changes in equity earnings (in thousands):

Liquidity and Capital Resources

General

The Company’s ongoing liquidity requirements arise primarily from working capital needs, capital commitments and its obligations to service outstanding debt and comply with covenants under its 2024 SMFH Credit Facility. The Company may use its liquidity to fund capital expenditures, make acquisitions or to make other investments. Sources of liquidity are cash balances, cash flows from operations and sales under the Company’s at-the-market offering program entered into on February 7, 2025 (the “ATM Program”), which has approximately $25.0 million of remaining sales capacity as of March 31, 2026. From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof.

As of March 31, 2026 and March 31, 2025, the Company held balances of cash, cash equivalents and restricted cash totaling $75.4 million and $45.4 million, respectively.

As of March 31, 2026, the Company had outstanding debt of $327.4 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of March 31, 2026, are as follows (in thousands):

As of March 31, 2026, the Company had unfunded capital commitments of $44.3 million consisting of $42.3 million in respect of the construction of two PSVs, $1.7 million in respect of two hybrid battery power systems and $0.3 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $26.1 million is payable during 2026 and the remainder is payable during 2027. As of March 31, 2026, $30.9 million remained in a restricted account designated to make payments on the construction of the two PSVs, of which $11.3 million were deposited during the first quarter of 2026 from the sale of one PSV, and the remainder from prior vessel sales, in accordance with the terms of the 2024 SMFH Credit Facility as previously described in the 2025 Annual Report. Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels. $16.4 million of this tranche was drawn as of March 31, 2026, with the remaining $24.6 million of this tranche remaining undrawn and available.

Summary of Cash Flows

The following is a summary of the Company’s cash flows for the three months ended March 31, 2026 and 2025 (in thousands):

Operating Activities

Cash flows used in operating activities was $15.1 million in the Current Year Quarter, an increase of $3.6 million compared to $11.5 million in the Prior Year Quarter due to changes in working capital and a decrease in days worked primarily due to net fleet changes. The components of cash flows provided by and/or used in operating activities during the Current Year Quarter and Prior Year Quarter were as follows (in thousands):

(1) During the Current Year Quarter capitalized interest paid and included in the purchase of property and equipment was $1.0 million. During the Prior Year Quarter, the Company paid no capitalized interest.

For a detailed discussion of the Company’s financial results for the reported periods, see “Consolidated Results of Operations” included above. Changes in operating assets and liabilities before interest and income taxes are the result of the Company’s working capital requirements.

Investing Activities

During the Current Year Quarter, net cash provided by investing activities was $6.7 million, primarily as a result of the following:

• capital expenditures were $6.1 million; and
• the Company sold one PSV, previously classified as held for sale, and other equipment for net cash proceeds of $12.8 million, after transaction costs, for a gain of $7.4 million.

During the Prior Year Quarter, net cash used in investing activities was $12.3 million, primarily as a result of the following:

• capital expenditures were $20.8 million; and
• the Company sold one liftboat and other equipment for net cash proceeds of $8.5 million, after transaction costs, for a gain of $5.8 million.

Financing Activities

During the Current Year Quarter, net cash used in financing activities was $9.2 million, primarily as a result of the following:

• the Company made scheduled payments on long-term debt and other obligations of $7.5 million;
• the Company made payments on tax withholdings for restricted stock vesting of $1.7 million.

During the Prior Year Quarter, net cash used in financing activities was $6.9 million primarily as a result of the following:

• the Company made scheduled payments on long-term debt and other obligations of $5.0 million;
• the Company made payments on long-term debt issuance costs of $0.4 million; and
• the Company made payments on tax withholdings for restricted stock vesting of $1.5 million.

Short and Long-Term Liquidity Requirements

The Company believes that a combination of cash balances on hand, cash generated from operating activities and access to the credit and capital markets, including the $25.0 million in remaining sales capacity under the ATM Program, will provide sufficient liquidity to meet its obligations, including to support its capital expenditures, working capital needs, debt service requirements and covenant compliance over the short to long term. With respect to the remaining $42.3 million in capital expenditures related to the construction of two PSVs, up to $24.6 million remains available under Tranche B of the 2024 SMFH Credit Facility and $30.9 million of proceeds from vessel sales remained in a restricted account designated for these capital expenditures as of March 31, 2026. The Company continually evaluates possible acquisitions and dispositions of certain businesses and assets. The Company’s sources of liquidity may be impacted by the general condition of the markets in which it operates and the broader economy as a whole, which may limit its access to or the availability of the credit and capital markets on acceptable terms. Management continuously monitors the Company’s liquidity and compliance with covenants in its 2024 SMFH Credit Facility.

Debt Securities and Credit Agreements

For a discussion of the Company’s debt securities and credit agreements, see “Note 4. Long-Term Debt” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q and in “Note 5. Long-Term Debt” in the Company’s audited consolidated financial statements included in its 2025 Annual Report. There have been no material changes to the Company’s long-term debt during the period.

Future Cash Requirements

For a discussion of the Company’s future cash requirements, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in the Company’s 2025 Annual Report. There has been no material change in the Company’s future cash requirements since our fiscal year ended December 31, 2025, except as described in “Results of Operations - Liquidity and Capital Resources” in this Quarterly Report on Form 10-Q.

Contingencies

For a discussion of the Company’s contingencies, see “Note 9. Commitments and Contingencies” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

For a discussion of the Company’s exposure to market risk, refer to “Quantitative and Qualitative Disclosures About Market Risk” included in the Company’s 2025 Annual Report. There has been no material change in the Company’s exposure to market risk during the three months ended March 31, 2026.

Evaluation of Disclosure Controls and Procedures

With the participation of the Company’s principal executive officer and principal financial officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 31, 2026. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026 to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s (“SEC”) rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported to the Company’s management, including its principal executive and principal financial officers, within the time periods specified in the SEC’s rules and forms to allow timely decisions regarding required disclosures. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Current Year Quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

For a discussion of the Company’s risk factors, refer to “Risk Factors” included in the Company’s 2025 Annual Report. There have been no material changes in the Company’s risk factors during the Current Year Quarter.