Add files using upload-large-folder tool

raw/filings/0001638290/2024/0000950170-24-102002/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001638290,MCFT,"MasterCraft Boat Holdings, Inc.",2024,10-K,2024-08-30,2024-06-30,2024-08-29T22:56:46.000Z,0000950170-24-102002,mcft-20240630.htm,10-K,13927348,1,1,https://www.sec.gov/Archives/edgar/data/1638290/000095017024102002/mcft-20240630.htm,https://www.sec.gov/Archives/edgar/data/1638290/000095017024102002/

raw/filings/0001638290/2024/0000950170-24-102002/item1.txt

@@ -0,0 +1,60 @@
+ITEM 1. B USINESS 
+We are a leading innovator, designer, manufacturer, and marketer of recreational powerboats sold through our three brands, MasterCraft, Crest, and Balise. As a leader in recreational marine, we strive to deliver the best on-water experience through innovative, high-quality products with a relentless focus on the consumer. 
+Our Segments 
+During the fourth quarter of fiscal 2024, we changed the name of our “Crest” operating segment to “Pontoon.” The segment name change had no impact on the composition of our segments or on previously reported financial position, results of operations, cash flows or segment operating results. 
+MasterCraft Segment 
+Our MasterCraft segment, which manufactures and sells premium ski/wake boats, consists of our MasterCraft brand. The MasterCraft brand was founded in 1968 and evolved over the next 55-plus years to become the most award-winning ski/wake boat manufacturer in the world. Today, MasterCraft participates in the highest margin producing category within the powerboat industry by manufacturing the industry’s premier competitive water ski, wakeboarding, and wake surfing performance boats. We believe the MasterCraft brand is known among boating enthusiasts for high performance, premier quality, and relentless innovation. We believe that the market recognizes MasterCraft as a premier brand in the powerboat industry due to the overall superior value proposition that our boats deliver to consumers. We work tirelessly every day to maintain this iconic brand reputation. 
+Pontoon Segment 
+Our Pontoon segment, which manufactures and sells pontoon boats, consists of our Crest brand and our Balise brand. The Pontoon segment participates in the largest unit producing category in the powerboat industry. Crest, which we acquired in October 2018, was founded in 1957 and has grown to be one of the top producers of innovative, high-quality pontoon boats ranging from 20 to 27 feet. Crest’s long-standing reputation for high-quality, standard features and content, and innovation provides Crest with strong dealer and consumer bases in its core geographic markets. 
+Our Balise brand, an all-new, independent pontoon brand which was launched in April 2024, has been conceived with the discerning consumer in mind. With luxurious accents and appointments not typically found in pontoons, we seek to manufacture our Balise boats to the highest quality standards and to position the brand as the most luxurious pontoon on the market. 
+Aviara Segment 
+Our Aviara segment, which manufactures and sells luxury day boats, consists of the Aviara brand. Aviara is a de novo brand, developed in-house, and focused on serving the luxury recreational day boat category of the powerboat industry. Since its introduction in February 2019, Aviara has expanded to four models between 28 feet and 40 feet in length, all of which feature both outboard and sterndrive propulsion, along with a forward-facing drive AV28S. 
+As noted above, on August 8, 2024, we announced the Aviara Transaction, which is expected to close in the first quarter of fiscal 2025. We intend to classify Aviara as discontinued operations beginning in the first quarter of fiscal 2025. 
+Unless the context otherwise requires, “MasterCraft,” “Pontoon,” and “Aviara,” as used herein, refers to our segments as described above. 
+Our Products 
+We design, manufacture, and sell premium recreational inboard ski/wake, outboard, and sterndrive boats that we believe deliver superior performance for water skiing, wakeboarding, and wake surfing, as well as general recreational boating. In addition, we offer various accessories, including trailers and aftermarket parts. 
+Our MasterCraft portfolio of ProStar, XStar, X, XT, and NXT models are designed for the highest levels of performance, styling, and enjoyment for both recreational and competitive use. The ProStar, XStar and X models are geared towards the consumer seeking the most premium and highest performance boating experience that we offer, and generally command a price premium over our competitors’ boats at retail prices ranging from approximately $120,000 to $300,000. The MasterCraft XT lineup is designed to offer ultimate flexibility to consumers with maximum customization and maximum performance at retail prices ranging from approximately $155,000 to $225,000. The NXT models offer the quality, performance, styling, and innovation of the MasterCraft brand to the entry-level consumer, with retail prices ranging from approximately $115,000 to $150,000. 
+2 
+Our Crest portfolio of pontoon boats are designed for the ultimate in comfort and recreational pleasure boating. Crest’s pontoon boats are designed to offer consumers the best in luxury, style and performance without compromise across a diverse model lineup ranging in length from 20 to 27 feet. The Signature Line is home to Crest’s Classic models. The Premium Line boasts three Caribbean models with sleek lines, available tower options, unique color combinations and top-quality construction. The Ultimate Luxury Line represents the pinnacle of lavish amenities, featuring the Continental, Continental NX, and Savannah models. This lineup anticipates every need with thoughtful options, an industry-first integrated dual windshield and premium upholstery and audio upgrades. The Electric Line harmonizes industry innovations by introducing eco-friendly pontoon boats. The new Current model allows consumers to enjoy a new level of peace and relaxation with less noise and minimal emissions. Crest’s retail prices range from approximately $40,000 to $250,000. 
+We believe our Balise portfolio of models are the most refined pontoon boats in the luxury watercraft space. With sizes ranging from 24 to 26 feet and two unique seating configurations, the Balise line is the perfect boat for the discerning consumer. Our two models, Horizon and Helix, bring unrivaled luxury to the pontoon segment. Balise retail prices range from $230,000 to $350,000. 
+The Aviara portfolio of luxury recreational day boats was designed in-house with the vision to create pleasure crafts that defy compromise. The Aviara brand drew on MasterCraft’s legacy of quality. Aviara’s boat designs were inspired by four product design principles – Progressive Style, Elevated Control, Modern Comfort and Quality Details. Aviara’s models consist of the AV28, a 28-foot luxury bowrider, the AV32, a 32-foot luxury bowrider, the AV36, a 36-foot luxury bowrider, and the AV40, the brand’s flagship 40-foot luxury bowrider, for the ultimate on-the-water experience. All models are available in either outboard or sterndrive propulsion, along with a forward-facing drive AV28S, and Aviara’s retail prices range from approximately $225,000 to over $1,300,000. 
+Our products are sold through extensive networks of independent dealers in North America and internationally. We target our distribution to the market category’s highest performing dealers. The majority of our MasterCraft brand dealers are exclusive to our MasterCraft product lines within the ski/wake category, highlighting the commitment of our key dealers to the MasterCraft brand. Our other brands are generally served on a nonexclusive basis by their respective dealers. 
+We consistently review our distribution networks to identify opportunities to expand our geographic footprint and improve our coverage of the market. We constantly monitor the health and strength of our dealers by analyzing each dealer’s retail sales and inventory and have established processes to identify under-performing dealers in order to assist them in improving their performance, to allow us to switch to a more effective dealer, or to direct product to markets with the greatest retail demand. These processes also allow us to better monitor dealer inventory levels and product turns and contribute to a healthier dealer network that is better able to stock and sell our products. We believe our outstanding dealer networks and our proactive approach to dealer management allow us to distribute our products more efficiently than our competitors and will help us capitalize on growth opportunities as our industry volumes continue to increase. 
+For fiscal 2024, the Company’s top ten dealers accounted for approximately 40% of our net sales and one of our dealers individually accounted for 15.1%, or approximately $55.5 million. 
+North America. As of June 30, 2024, our MasterCraft brand had a total of 100 dealers across 155 locations. Our Pontoon segment had a total of 141 dealers across 173 locations. The Aviara brand was sold through a distribution network consisting of five dealers with 71 locations. 
+Outside of North America. As of June 30, 2024, through our MasterCraft brand, we had a total of 40 international dealers and 40 locations. Our Pontoon segment had one international dealer in one location. Aviara had one international dealer in one location. We define international dealers as those dealers with locations outside of North America. We are present in Europe, Australia, South America, Africa, Asia, including Hong Kong, and the Middle East. We generated 5.9%, 4.6%, and 5.5% of our net sales outside of North America in fiscal 2024, 2023, and 2022, respectively. 
+Dealer Relations 
+We have developed a system of financial incentives for our dealers based on achievement of key benchmarks. In addition, we provide our dealers with comprehensive sales training and a complete set of technology-based tools designed to help dealers maximize performance. Our dealer incentive program has been refined through years of experience with some of the key elements including wholesale rebates, retail rebates and promotions, other allowances, and floor plan interest reimbursement or cash discounts to encourage balanced production throughout the year. 
+Beyond our incentive programs, we have developed a proprietary web-based management tool that is used by our dealers on a day-to-day basis to improve their own businesses as well as enhance communication with our factory and sales management teams. Our business-to-business application efficiently executes many critical functions, including warranty registrations, warranty claims, boat ordering and tracking, parts ordering, technical support, and inventory reporting. This system facilitates communication between our sales team and the dealer network and allows our manufacturing department to review consumer demand in real time. 
+3 
+Manufacturing 
+MasterCraft boats and trailers are manufactured and lake-tested at our 310,000 square-foot facility located in Vonore, Tennessee. We believe MasterCraft has the only boat manufacturing facility to achieve compliance with all three of the ISO 9001 (Quality Management Systems), 14001 (Environmental Management Systems), and 45001 (International Occupational Health and Safety Management System) standards. Crest and Balise boats are manufactured at our 270,000 square-foot facility located in Owosso, Michigan. Aviara boats are manufactured at a 160,000 square-foot facility in Merritt Island, Florida. Following consummation of the Aviara Transaction, we intend to close the Merritt Island facility and offer the property for open market sale. 
+The rigorous and consumer-centric attention to detail in the design and manufacturing of our products results in boats of high quality which provides an exceptional on water experience across all of our brands. Our dedication to quality permits our consumers to enjoy our products with confidence. 
+Our boats are built through a continuous flow manufacturing process that encompasses fabrication, assembly, quality management, and testing. We manufacture certain components and subassemblies for our boats, such as upholstery, and procure other components from third-party vendors and install them on the boat. We have several exclusive supplier partnerships for certain critical components, such as aluminum billet, towers, and engine packages. For MasterCraft, we also build custom trailers that match the exact size and design-characteristics of our boats. 
+Suppliers 
+We purchase a wide variety of raw materials from our supplier base, including resins, fiberglass, aluminum, lumber and steel, as well as parts and components such as engines and electronic controls. We maintain long-term contracts with certain strategic suppliers and informal arrangements with other suppliers. 
+We are focused on working with our supply chain partners to enable cost improvement, world-class quality, and continuous product innovation. We have engaged our key suppliers in collaborative preferred supplier relationships and have developed processes including annual cost reduction targets, product reliability improvement projects, and extensive product testing requirements to ensure that our suppliers produce to the highest levels of quality expected of our brands and at lowest total cost. These collaborative efforts begin at the design stage, as our key suppliers are integrated into design and development planning well in advance of launch, which allows us to control costs and to leverage the expertise of our suppliers in developing product innovations. We believe these collaborative relationships with our key strategic suppliers have contributed to significant improvements in product quality, innovation, and profitability. 
+The most significant components used in manufacturing our boats, based on cost, are engine packages. For our MasterCraft brand, Ilmor Engineering, Inc. (“Ilmor”) is our exclusive engine supplier and for our Crest brand, Mercury Marine (“Mercury”) is our largest engine supplier. For our Balise brand, we have partnered with Mercury to be the exclusive engine supplier. For the Aviara brand, Mercury provides outboard engines and Ilmor provides sterndrive engines. We maintain strong and long-standing relationships with Ilmor and Mercury. During fiscal 2024, Ilmor was our largest overall supplier. In addition to ski/wake and sterndrive engines, Ilmor’s affiliates produce engines used in a number of leading racing boats and race cars. We work closely with Ilmor to remain at the forefront of engine design, performance, and manufacturing. We believe our long-term relationships with our engine supplier partners is a key competitive advantage. 
+Research and Development, Product Development and Engineering 
+We are strategically and financially committed to innovation, as reflected in our dedicated product development and engineering groups and evidenced by our track record of new product and feature introduction. Our product development and engineering group brings to our product development efforts significant expertise across core disciplines, including boat design, computer-aided design, naval engineering, electrical engineering, and mechanical engineering. They are responsible for execution of all facets of our new product and innovation strategy, starting with design and development of new boat models and innovative features, engineering these designs for manufacturing, and integrating new boats and features into production. Our product development and engineering functions work closely with our Strategic Portfolio Management Team which includes senior leadership from Sales, Marketing and Finance, all working together to develop our long-term product and innovation strategies. 
+We have structured processes to obtain consumer, dealer, and management feedback to guide our long-term product lifecycle and portfolio planning. In addition, extensive testing and coordination with our manufacturing groups are important elements of our product development process, which we believe enable us to leverage the lessons from past launches and minimize the risk associated with the release of new products. Our strategy is to launch new models each year, which will allow us to renew our product portfolio with innovative offerings at a rate that we believe will be difficult for our competitors to match without significant additional capital investments. In addition to our product strategy, we manage a separate innovation development process which allows us to design innovative new features for our boats in a disciplined manner and to launch these innovations in a more rapid time frame and with higher 
+4 
+quality. These enhanced processes have reduced the time to market for our new product pipeline. Our research and product development expense for fiscal 2024, 2023, and 2022 was $8.6 million, $8.3 million, and $7.2 million, respectively. 
+Intellectual Property 
+We rely on a combination of patent, trademark, and copyright protection, trade secret laws, confidentiality procedures, and contractual provisions to protect our rights in our brands, products, and proprietary technology. We also protect our vessel hull designs through vessel hull design registrations. This is an important part of our business and we intend to continue protecting our intellectual property. We currently hold more than 65 U.S. patents and more than 10 foreign patents, including utility and design patents for our transom surf seating, our DockStar handling system, and our SurfStar surf system technology among numerous other innovations. Provided that we comply with all statutory maintenance requirements, our patents are expected to expire between 2028 and 2042. We also have additional patent applications pending in the U.S. and worldwide. We also own in excess of 130 trademark registrations in various countries around the world, most notably for the MasterCraft, Crest, and Aviara names and/or logos, as well as numerous model names in MasterCraft’s Star Series, X, XT, and NXT product families, and we have several pending applications for additional registrations, including for the recently launched Balise brand. Such trademarks may endure in perpetuity on a country-by-country basis provided that we comply with all statutory maintenance requirements, including continued use of each trademark in each such country. In addition, we own 38 registered U.S. copyrights. Finally, we have registered more than 50 vessel hull designs with the U.S. Copyright Office, the most recent of which will remain in force through 2030. 
+Competitive Conditions and Position 
+We believe each of our brands are highly competitive and have a reputation for quality. We compete by operating, developing, and acquiring a diversified portfolio of leading brands focused on the fastest growing segments of the powerboat industry; focusing relentlessly on delivering the best overall ownership experience to consumers; developing and continuously improving highly efficient production techniques and methods which result in highly innovative products; distributing our products through extensive, consumer-centric independent dealer networks; and attracting, developing, and retaining high-performing employees. 
+Significant competition exists for each of our brands, and the markets in which we compete range from being relatively concentrated for the ski/wake category, to being fragmented for the pontoon category. As of March 2024, based on Statistical Surveys, Inc. (“SSI”) data, the top five brands accounted for approximately 71% of the ski/wake markets and approximately 52% for the pontoon market. Market participants also range from small, single-product businesses to large, diversified companies. In addition, we compete indirectly with businesses that offer alternative leisure products and activities. 
+In recent history, the MasterCraft brand has consistently competed for the leading market share position in the U.S. among manufacturers of ski/wake boats based on unit volume. As of March 2024, based on SSI data, the MasterCraft brand has the #1 market share in the ski/wake category with 19.3%. As of March 2024, based on SSI data, the Crest brand has the #11 market share in the aluminum pontoon category with 3.3%. As of March 2024, based on SSI data, the Aviara brand has the #10 market share in the 25-foot to 43-foot premium day boat category with 1.6%. 
+Human Capital Resources 
+We have approximately 920 employees as of June 30, 2024, of whom 510 primarily work at our MasterCraft facility in Tennessee, 220 primarily work at our Pontoon facility in Michigan, and 190 primarily worked at the Aviara facility in Florida. As noted above, we plan to close our Aviara facility following consummation of the Aviara Transaction, which will decrease our headcount by approximately 190 employees. None of our employees are unionized or subject to collective bargaining agreements. 
+One of our strategic priorities is developing a high-performing work organization and work environment that is consumer-focused and attracts and retains superior employees. We strive to offer our employees career-specific tools, training, resources, and support development opportunities. We utilize a talent management process, which includes performance appraisal and development planning. We are also deeply invested in attracting and developing the next generation of workforce talent to the boating industry. We’ve partnered with local community and technical colleges by developing training programs and donating boats and supplies to position graduates for jobs in the boating industry upon graduation. 
+Employee safety is always a top priority. We are focused on improving and innovating when it comes to the well-being of our dedicated workforce across our portfolio of brands. We take great care to ensure everyone at the Company is empowered to do their best work, in a safe and well-managed environment. We maintain clean, safe and healthy workplaces through our vigorous training programs and professional safety standards systems, including job hazard assessments and industrial hygiene and ventilation practices. 
+Our compensation program is designed to facilitate high performance and generate results that will create value for our shareholders. We structure executive compensation to pay for performance, reward our executives with equity in the Company in order to align their interests with the interests of our shareholders and allow those employees to share in our shareholders’ success, which we believe creates a performance culture, maintains morale and attracts, motivates and retains top talent. 
+5 
+Environmental, Safety, and Regulatory Matters 
+Our operations are subject to extensive and frequently changing federal, state, local, and foreign laws and regulations, including those concerning product safety, environmental protection, and occupational health and safety. We believe that our operations and products are in compliance with these regulatory requirements. Historically, the cost of achieving and maintaining compliance with applicable laws and regulations has not been material. However, we cannot provide assurance that future costs and expenses required for us to comply with such laws and regulations, including any new or modified regulatory requirements, or to address newly discovered environmental conditions, will not have a material adverse effect on our business, financial condition, operating results, or cash flows. 
+We have not been notified of and are otherwise currently not aware of any contamination at our current or former facilities for which we could be liable under environmental laws or regulations and we currently are not undertaking any remediation or investigation activities in connection with any contamination. However, future spills or accidents or the discovery of currently unknown conditions or non-compliances may give rise to investigation and remediation obligations or related liabilities and damage claims, which may have a material adverse effect on our business, financial condition, operating results, or cash flows. 
+Other Information 
+We were incorporated under the laws of the State of Delaware under the name MCBC Holdings, Inc. on January 28, 2000. In July 2015, we completed an initial public offering of our common stock. Effective November 7, 2018, the name of the Company was changed from MCBC Holdings, Inc. to MasterCraft Boat Holdings, Inc. We maintain a website with the address www.mastercraft.com. We are not including the information contained in our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the SEC. We also use our website as a means of disclosing additional information, including for complying with our disclosure obligations under the SEC’s Regulation FD (Fair Disclosure). 
+6

raw/filings/0001638290/2025/0000950170-25-111682/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001638290,MCFT,"MasterCraft Boat Holdings, Inc.",2025,10-K,2025-08-27,2025-06-30,2025-08-27T19:31:33.000Z,0000950170-25-111682,mcft-20250630.htm,10-K,18201697,1,1,https://www.sec.gov/Archives/edgar/data/1638290/000095017025111682/mcft-20250630.htm,https://www.sec.gov/Archives/edgar/data/1638290/000095017025111682/

raw/filings/0001638290/2025/0000950170-25-111682/item1.txt

@@ -0,0 +1,57 @@
+ITEM 1. B USINESS 
+We are a leading innovator, designer, manufacturer, and marketer of recreational powerboats sold through our three brands, MasterCraft, Crest, and Balise. As a leader in recreational marine, we strive to deliver the best on-water experience through innovative, high-quality products with a relentless focus on the consumer. 
+Our Segments 
+MasterCraft Segment 
+Our MasterCraft segment, which manufactures and sells premium ski/wake boats, consists of our MasterCraft brand. The MasterCraft brand was founded in 1968 and evolved over the next 55-plus years to become the most award-winning ski/wake boat manufacturer in the world. Today, MasterCraft participates in one of the highest margin producing category within the powerboat industry by manufacturing the industry’s premier competitive water ski, wakeboarding, and wake surfing performance boats. We believe the MasterCraft brand is known among boating enthusiasts for high performance, premier quality, and relentless innovation. We believe that the market recognizes MasterCraft as a premier brand in the powerboat industry due to the overall superior value proposition that our boats deliver to consumers. We work tirelessly every day to maintain this iconic brand reputation. 
+Pontoon Segment 
+Our Pontoon segment, which manufactures and sells pontoon boats, consists of our Crest and our Balise brands. The Pontoon segment participates in the largest unit producing category in the powerboat industry. Crest, which we acquired in October 2018, was founded in 1957 and has grown to be one of the top producers of innovative, high-quality pontoon boats ranging from 20 to 27 feet. Crest’s long-standing reputation for high-quality, standard features and content, and innovation provides Crest with strong dealer and consumer bases in its core geographic markets. 
+Our Balise brand, an all-new, independent pontoon brand which was launched in April 2024, has been conceived with the discerning consumer in mind. With luxurious accents and appointments not typically found in pontoons, we seek to manufacture our Balise boats to the highest quality standards and to position the brand as the most luxurious pontoon on the market. 
+Unless the context otherwise requires, “MasterCraft” and “Pontoon,” as used herein, refer to our segments as described above. 
+Our Products 
+We design, manufacture, and sell premium recreational inboard ski/wake and outboard boats that we believe deliver superior performance for water skiing, wakeboarding, and wake surfing, as well as general recreational boating. In addition, we offer various accessories, including trailers and aftermarket parts. 
+Our MasterCraft portfolio of ProStar, XStar, X, XT, and NXT models are designed for the highest levels of performance, styling, and enjoyment for both recreational and competitive use. The ProStar, XStar and X models are geared towards the consumer seeking the most premium and highest performance boating experience that we offer, and generally command a price premium over our competitors’ boats at retail prices ranging from approximately $120,000 to $500,000. The MasterCraft XT lineup is designed to offer ultimate flexibility to consumers with maximum customization and maximum performance at retail prices ranging from approximately $155,000 to $225,000. The NXT models offer the quality, performance, styling, and innovation of the MasterCraft brand to the entry-level consumer, with retail prices ranging from approximately $110,000 to $150,000. 
+Our Crest portfolio of pontoon boats are designed for the ultimate in comfort and recreational pleasure boating. Crest’s pontoon boats are designed to offer consumers the best in luxury, style and performance without compromise across a diverse model lineup ranging in length from 20 to 27 feet. The Signature Line is home to Crest’s Classic models. The Premium Line boasts the Caribbean and Upper Sun Deck models with sleek lines, available tower options, unique color combinations and top-quality construction. The Ultimate Luxury Line represents the pinnacle of lavish amenities, featuring the Continental, Continental NX, and Savannah models. This lineup anticipates every need with thoughtful options, an industry-first integrated dual windshield and premium upholstery and audio upgrades. The Electric Line harmonizes industry innovations by introducing eco-friendly pontoon boats. The Current model allows consumers to 
+2 
+enjoy a level of peace and relaxation with less noise and minimal emissions. Crest’s retail prices range from approximately $40,000 to $300,000. 
+We believe our Balise portfolio of models are the most refined pontoon boats in the luxury watercraft space. With sizes ranging from 24 to 26 feet and two unique seating configurations, the Balise line is the perfect boat for the discerning consumer. Our two models, Horizon and Helix, bring unrivaled luxury to the pontoon segment. Balise retail prices range from $230,000 to $350,000. 
+Our products are sold through extensive networks of independent dealers domestically and internationally. We target our distribution to the market category’s highest performing dealers. The majority of our MasterCraft brand dealers are exclusive to our MasterCraft product lines within the ski/wake category, highlighting the commitment of our key dealers to the MasterCraft brand. Our other brands are generally served on a nonexclusive basis by their respective dealers. 
+We consistently review our distribution networks to identify opportunities to expand our geographic footprint and improve our coverage of the market. We constantly monitor the health and strength of our dealers by analyzing each dealer’s retail sales and inventory and have established processes to identify under-performing dealers in order to assist them in improving their performance, to allow us to switch to a more effective dealer, or to direct product to markets with the greatest retail demand. These processes also allow us to better monitor dealer inventory levels and product turns and contribute to a healthier dealer network that is better able to stock and sell our products. We believe our outstanding dealer networks and our proactive approach to dealer management allow us to distribute our products more effectively than our competitors and will help us capitalize on growth opportunities as our industry volumes continue to increase. 
+For fiscal 2025, the Company’s top ten dealers accounted for approximately 34% of our net sales and none of our dealers individually accounted for more than 10% of our total net sales. 
+Domestic. As of June 30, 2025, our MasterCraft brand had a total of 82 domestic dealers across 129 locations. Our Pontoon segment had a total of 126 domestic dealers across 156 locations. We define domestic dealers as those dealers with locations inside of the United States. 
+International. As of June 30, 2025, through our MasterCraft brand, we had a total of 47 international dealers and 57 locations. Our Pontoon segment had nine international dealers and 10 locations. We define international dealers as those dealers with locations outside of the United States. We are present in Canada, Europe, Australia, South America, Africa, Asia, including Hong Kong, and the Middle East. We generated 11.4%, 14.0%, and 10.8% of our net sales internationally in fiscal 2025, 2024, and 2023, respectively. 
+Dealer Relations 
+We have developed a system of financial incentives for our dealers based on achievement of key benchmarks. In addition, we provide our dealers with comprehensive sales training and a complete set of technology-based tools designed to help dealers maximize performance. Our dealer incentive program has been refined through years of experience with some of the key elements including wholesale rebates, retail rebates and promotions, other allowances, and floor plan interest reimbursement or cash discounts to encourage balanced production throughout the year. 
+Beyond our incentive programs, we have developed a proprietary web-based management tool that is used by our dealers on a day-to-day basis to improve their own businesses as well as enhance communication with our factory and sales management teams. Our business-to-business application efficiently executes many critical functions, including warranty registrations, warranty claims, boat ordering and tracking, parts ordering, technical support, and inventory reporting. This system facilitates communication between our sales team and the dealer network and allows our manufacturing department to review consumer demand in real time. 
+Manufacturing 
+MasterCraft boats and trailers are manufactured and lake-tested at our 310,000 square-foot facility located in Vonore, Tennessee. We are proud that our MasterCraft brand continues to achieve compliance with all three of the ISO 9001 (Quality Management Systems), 14001 (Environmental Management Systems), and 45001 (International Occupational Health and Safety Management System) standards. Crest and Balise boats are manufactured at our 270,000 square-foot facility located in Owosso, Michigan. 
+The rigorous and consumer-centric attention to detail in the design and manufacturing of our products results in boats of high quality which provides an exceptional on water experience across all of our brands. Our dedication to quality permits our consumers to enjoy our products with confidence. 
+Our boats are built through a continuous flow manufacturing process that encompasses fabrication, assembly, quality management, and testing. We manufacture certain components and subassemblies for our boats, such as upholstery, and procure other components from third-party vendors and install them on the boat. We have several exclusive supplier partnerships for certain critical components, such 
+3 
+as aluminum billet, towers, and engine packages. For MasterCraft, we also build custom trailers that match the exact size and design-characteristics of our boats. 
+Suppliers 
+We purchase a wide variety of raw materials from our supplier base, including resins, fiberglass, aluminum, lumber and steel, as well as parts and components such as engines and electronic controls. We maintain long-term contracts with certain strategic suppliers and informal arrangements with other suppliers. 
+We are focused on working with our supply chain partners to enable cost improvement, world-class quality, and continuous product innovation. We have engaged our key suppliers in collaborative preferred supplier relationships and have developed processes including annual cost reduction targets, product reliability improvement projects, and extensive product testing requirements to ensure that our suppliers produce to the highest levels of quality expected of our brands and at lowest total cost. These collaborative efforts begin at the design stage, as our key suppliers are integrated into design and development planning well in advance of launch, which allows us to control costs and to leverage the expertise of our suppliers in developing product innovations. We believe these collaborative relationships with our key strategic suppliers have contributed to significant improvements in product quality, innovation, and profitability. 
+The most significant components used in manufacturing our boats, based on cost, are engine packages. For our MasterCraft brand, Ilmor Engineering, Inc. (“Ilmor”) is our exclusive engine supplier and for our Crest brand, Mercury Marine (“Mercury”) is our largest engine supplier. For our Balise brand, we have partnered with Mercury to be the exclusive engine supplier. We maintain strong and long-standing relationships with Ilmor and Mercury. During fiscal 2025, Ilmor was our largest overall supplier. In addition to ski/wake engines, Ilmor’s affiliates produce engines used in a number of leading racing boats and race cars. We work closely with Ilmor to remain at the forefront of engine design, performance, and manufacturing. We believe our long-term relationships with our engine supplier partners is a key competitive advantage. 
+Research and Development, Product Development and Engineering 
+We are strategically and financially committed to innovation, as reflected in our dedicated product development and engineering groups and evidenced by our track record of new product and feature introduction. Our product development and engineering group brings to our product development efforts significant expertise across core disciplines, including boat design, computer-aided design, naval engineering, electrical engineering, and mechanical engineering. They are responsible for execution of all facets of our new product and innovation strategy, starting with design and development of new boat models and innovative features, engineering these designs for manufacturing, and integrating new boats and features into production. Our product development and engineering functions work closely with our Strategic Portfolio Management Team which includes senior leadership from Sales, Marketing and Finance, all working together to develop our long-term product and innovation strategies. 
+We have structured processes to obtain consumer, dealer, and management feedback to guide our long-term product lifecycle and portfolio planning. In addition, extensive testing and coordination with our manufacturing groups are important elements of our product development process, which we believe enable us to leverage the lessons from past launches and minimize the risk associated with the release of new products. Our strategy is to launch new models each year, which will allow us to renew our product portfolio with innovative offerings at a rate that we believe will be difficult for our competitors to match without significant additional capital investments. In addition to our product strategy, we manage a separate innovation development process which allows us to design innovative new features for our boats in a disciplined manner and to launch these innovations in a more rapid time frame and with higher quality. These enhanced processes have reduced the time to market for our new product pipeline. Our research and product development expense for fiscal 2025, 2024, and 2023 was $6.5 million, $6.8 million, and $6.3 million, respectively. 
+Intellectual Property 
+We rely on a combination of patent, trademark, and copyright protection, trade secret laws, confidentiality procedures, and contractual provisions to protect our rights in our brands, products, and proprietary technology. We also protect our vessel hull designs through vessel hull design registrations. This is an important part of our business and we intend to continue protecting our intellectual property. We currently hold more than 75 U.S. patents and more than 10 foreign patents, including utility and design patents for our transom surf seating, our DockStar handling system, and our SurfStar surf system technology among numerous other innovations. Provided that we comply with all statutory maintenance requirements, our patents are expected to expire between 2028 and 2043. We also have additional patent applications pending in the U.S. and worldwide. We also own in excess of 120 trademark registrations in various countries around the world, most notably for the MasterCraft, Crest, and Balise names and/or logos, as well as numerous model names in MasterCraft’s XStar, X, XT, NXT, and ProStar product families, and we have several pending applications for additional registrations. Such trademarks may endure in perpetuity on a country-by-country basis provided that we comply with all statutory maintenance requirements, including continued use of each trademark in each such country. In addition, we own 38 registered U.S. copyrights. Finally, we have registered more than 20 vessel hull designs with the U.S. Copyright Office, the most recent of which will remain in force through 2030. 
+4 
+Competitive Conditions and Position 
+We believe each of our brands are highly competitive and have a reputation for quality. We compete by operating, developing, and acquiring a diversified portfolio of leading brands focused on the fastest growing segments of the powerboat industry; focusing relentlessly on delivering the best overall ownership experience to consumers; developing and continuously improving highly efficient production techniques and methods which result in highly innovative products; distributing our products through extensive, consumer-centric independent dealer networks; and attracting, developing, and retaining high-performing employees. 
+Significant competition exists for each of our brands, and the markets in which we compete range from being relatively concentrated for the ski/wake category, to being fragmented for the pontoon category. As of March 2025, based on Statistical Surveys, Inc. (“SSI”) data, the top five brands accounted for approximately 71% of the ski/wake markets and approximately 54% for the aluminum pontoon market. Market participants also range from small, single-product businesses to large, diversified companies. In addition, we compete indirectly with businesses that offer alternative leisure products and activities. 
+In recent history, the MasterCraft brand has consistently competed for the leading market share position in the U.S. among manufacturers of ski/wake boats based on unit volume. As of March 2025, based on SSI data, the MasterCraft brand has the #1 market share in the ski/wake category with 19.2%. As of March 2025, based on SSI data, the Crest brand has the #11 market share in the aluminum pontoon category with 3.0%. 
+Human Capital Resources 
+We have approximately 700 employees as of June 30, 2025, of whom 500 primarily work at our MasterCraft facility in Tennessee and 200 primarily work at our Pontoon facility in Michigan. None of our employees are unionized or subject to collective bargaining agreements. 
+One of our strategic priorities is developing a high-performing work organization and work environment that is consumer-focused and attracts and retains superior employees. We strive to offer our employees career-specific tools, training, resources, and support development opportunities. We utilize a talent management process, which includes performance appraisal and development planning. We are also deeply invested in attracting and developing the next generation of workforce talent to the boating industry. We’ve partnered with local community and technical colleges by developing training programs and donating boats and supplies to position graduates for jobs in the boating industry upon graduation. 
+Employee safety is always a top priority. We are focused on improving and innovating when it comes to the well-being of our dedicated workforce across our portfolio of brands. We take great care to ensure everyone at the Company is empowered to do their best work, in a safe and well-managed environment. We maintain clean, safe and healthy workplaces through our vigorous training programs and professional safety standards systems, including job hazard assessments and industrial hygiene and ventilation practices. 
+Our compensation program is designed to facilitate high performance and generate results that will create value for our shareholders. We structure executive compensation to pay for performance, reward our executives with equity in the Company in order to align their interests with the interests of our shareholders and allow those employees to share in our shareholders’ success, which we believe creates a performance culture, maintains morale and attracts, motivates and retains top talent. 
+Environmental, Safety, and Regulatory Matters 
+Our operations are subject to extensive and frequently changing federal, state, local, and foreign laws and regulations, including those concerning product safety, environmental protection, and occupational health and safety. We believe that our operations and products are in compliance with these regulatory requirements. Historically, the cost of achieving and maintaining compliance with applicable laws and regulations has not been material. However, we cannot provide assurance that future costs and expenses required for us to comply with such laws and regulations, including any new or modified regulatory requirements, or to address newly discovered environmental conditions, will not have a material adverse effect on our business, financial condition, operating results, or cash flows. 
+We have not been notified of and are otherwise currently not aware of any contamination at our current or former facilities for which we could be liable under environmental laws or regulations and we currently are not undertaking any remediation or investigation activities in connection with any contamination. However, future spills or accidents or the discovery of currently unknown conditions or non-compliances may give rise to investigation and remediation obligations or related liabilities and damage claims, which may have a material adverse effect on our business, financial condition, operating results, or cash flows. 
+Other Information 
+We were incorporated under the laws of the State of Delaware under the name MCBC Holdings, Inc. on January 28, 2000. In July 2015, we completed an initial public offering of our common stock. Effective November 7, 2018, the name of the Company was changed from MCBC Holdings, Inc. to MasterCraft Boat Holdings, Inc. We maintain a website with the address www.mastercraft.com. We are not 
+5 
+including the information contained in our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the SEC. We also use our website as a means of disclosing additional information, including for complying with our disclosure obligations under the SEC’s Regulation FD (Fair Disclosure). 
+6

raw/filings/0001638290/2025/0000950170-25-111682/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+34

raw/filings/0001638826/2025/0000950170-25-048834/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001638826,TTAN,"ServiceTitan, Inc.",2025,10-K,2025-04-02,2025-01-31,2025-04-02T01:28:20.000Z,0000950170-25-048834,ttan-20250131.htm,10-K,21775203,1,1,https://www.sec.gov/Archives/edgar/data/1638826/000095017025048834/ttan-20250131.htm,https://www.sec.gov/Archives/edgar/data/1638826/000095017025048834/

raw/filings/0001638826/2025/0000950170-25-048834/item1.txt

@@ -0,0 +1,151 @@
+Item 1. B usiness. 
+ServiceTitan is the operating system that powers the trades. 
+We are modernizing a large and technologically underserved industry—an industry commonly referred to as the “trades.” The trades consist of the collection of field service activities required to install, maintain, and service the infrastructure and systems of residences and commercial buildings. Tradespeople—like your local plumber, roofer, landscaper, HVAC technician and others who are employed in the trades—are immensely skilled and extensively trained. They are the essential, unsung heroes who work tirelessly to ensure that our needs are met where we live or work, ready at a moment’s notice to leave their families in the middle of the night to go across town to help others. 
+ServiceTitan was born in the trades and built for the trades. Our founders, Ara Mahdessian and Vahe Kuzoyan, are the sons of trades business owners and founded ServiceTitan to provide tradespeople, like their parents, with technology that is purpose built to help trades businesses thrive. Our software provides an end-to-end, cloud-based software platform that connects and manages a wide array of business workflows such as advertising, job scheduling and management, dispatching, generating estimates and invoices, payment processing and more. Tradespeople spend their days interfacing with the ServiceTitan platform across what we believe to be the five most business-critical functions, or the “core centers of gravity,” inside a trades business: CRM (customer relationship management, including sales enablement, marketing automation and customer service), FSM (field service management, including scheduling and dispatching), ERP (enterprise resource planning, including inventory), HCM (human capital management, including compensation and payroll integration) and FinTech (including payments and third-party consumer financing). By offering interoperable capabilities in all five centers of gravity, we continuously capture comprehensive data insights across key workflows in a trades business. 
+ServiceTitan is focused on the success of our customers. We believe that our customers’ success leads to our success, and our broad platform, close customer proximity and deep connection with the industry enable us to improve our customers’ business outcomes. We believe we have the largest proprietary data asset in our industry, which means we can see and learn from an industry-specific dataset; and we are the system of record for our customers, solving end-to-end workflow. Because of these factors, we are fundamentally able to turn insights into action, a foundation that is accelerated by our AI capabilities. This helps our customers grow and further professionalize their businesses, positioning them to accelerate revenue, drive operational efficiency and deliver a superior end-customer service experience. 
+Industry Background 
+Access to clean water, consistent power, heated and ventilated air, an environment free from pest infestations, and a roof overhead are just some of the basic requirements of the modern home and business. We take these standards of living and comforts for granted until something goes wrong—a water pipe bursts, the heat goes out in the dead of winter or the power goes down in the middle of the workday. It is in these moments when tradespeople come to the rescue and we remember how much we depend on the trades. 
+The Trades Are Large, Durable and Rapidly Professionalizing 
+The trades are a cornerstone of our global economy and one of the largest employment categories for the U.S. workforce. They attract considerable spending on homes, businesses and other properties. 
+Historically, the trades consisted of smaller, often family-owned entrepreneurial businesses with limited operational and geographical footprints. However, in recent years, more businesses are seeking to integrate modern technologies into their operations. Furthering this paradigm shift is the influx of professional operators, including private equity owners, who are investing in and consolidating the trades, standardizing the operations of their portfolio companies, implementing best practices and accelerating the digital shift with a focus on scaling and improving efficiency. At the same time, end customers increasingly demand seamless digital experiences that have become commonplace in other industries. 
+6 
+The Trades Require an Industry-Centric Approach 
+Trades businesses are complex in nature, servicing many types of jobs across complex workflows in distributed locations. Despite the size and criticality of the trades and the specialized skills of tradespeople, technology solutions have generally not evolved to address their needs. Thus, many trades are forced to rely on a variety of inadequate tools to manage their workflows. We believe that to adequately serve the trades, a software solution needs to be purpose-built for the nuanced dynamics of the trades, including the following: 
+• 
+Distributed Workforce with Dynamic Workflows . Trade workflows are often fluid and geographically distributed as technicians, dispatchers, customer support representatives, salespeople, and owners may all be in separate and changing locations throughout the day but require immediate collaborative capabilities. Each job requires these distinct and separated constituents to frequently and dynamically interact with one another in real time to appropriately address an end customer’s job requirements. 
+• 
+Individual Trades Have Similar but Distinct Characteristics . The industry consists of a wide array of trades that service different needs of households and businesses. Though each trade has similar operational challenges and business goals, there are often many unique workflows and specifications that require configurations based on the nuances of a particular trade and/or end customer. 
+• 
+Technology Adoption Requires Business Transformation . Often there are structural inefficiencies in trades businesses’ historical operational workflows. However, these processes have existed for generations, and trades businesses may be apprehensive to invest in technology solutions that carry the risk of massively disrupting their established norms. Since trades businesses tend to devote their resources to serving their customers, they often lack large IT organizations required to stitch together narrow solutions, build software products in-house or customize horizontal technology to fit their distinct workflows. 
+Given the distinct characteristics and challenges of the trades, the need for a software platform built specifically for and trusted by this industry is critical. 
+The ServiceTitan Approach 
+The trades deserve a modern platform to deliver superior performance from the back-office to field technicians to end customers. ServiceTitan was born to heed this calling. Our differentiated approach to drive success for our customers is built on the following cornerstones: 
+• 
+Our Software is Trades-Specific, End-to-End, and Extensible Across Trade Verticals . We have built what we believe to be the first and only comprehensive cloud-based software solution designed specifically for the diverse spectrum of trades businesses, fully integrating across all critical operational functions (CRM, FSM, ERP, HCM and FinTech). Rather than targeting specific functional areas as is traditional in enterprise software, we target our entire customer—a trades business—and have purpose-built our platform to cover their needs and workflows end-to-end. 
+• 
+We Are Experts in the Trades . We are emphatically focused on understanding the evolving challenges and workflows of trades stakeholders through continuously engaging with customers and observing their utilization of our products. We also employ industry experts, such as former contractors, former association leaders and other subject matter experts, and work closely with customers and industry partners, including large distributors, OEMs and industry associations, to maintain a constant pulse of the trades. 
+• 
+We Leverage Our Data Assets and AI to Drive Customer ROI . ServiceTitan lives and breathes the trades and, in turn, the trades live and breathe ServiceTitan. Trades businesses spend their days using our platform and processing key workflows through us. Our unique position across the trades ecosystem provides us with an unrivaled ability to collect data across all workflows and all users, which we anonymize, aggregate, and analyze to glean insights and productize further improvements for our customers, and in turn provides data to Titan Intelligence, our AI engine, to automate customer tasks and drive additional insight-based actions. We not only embed AI-driven features and insights within existing products, but we have launched and plan to launch additional innovative, purpose-built, add-on AI products designed specifically for the trades. We will continue to weave Titan Intelligence throughout our 
+7 
+products, enhancing the value of our products to our customers and leveraging the power of AI in additional use cases. We believe we have the three necessary ingredients to harness the power of AI to drive value for our customers: (1) massive and growing proprietary data assets; (2) similar customer profiles with common workflows; and (3) an end-to-end platform that allows us to put insights into action. 
+Components of Our Platform 
+ServiceTitan was built to be the operating system that powers the trades. We designed our platform to comprehensively address key workflows for trades businesses including call tracking, scheduling, dispatching, end-customer communications, marketing automation, estimating, sales, inventory and payroll integration. Our customers access our platform through a web browser if in the office and through a mobile application if in the field (primarily technicians). Given the vertical-specific nature of the trades, we tailor certain product offerings to address specific needs of each trade. 
+Our platform offers key benefits through three main offerings: Core, FinTech and Pro products. Our entry point to a typical customer’s business is through our Core product offering, which offers a base-level functionality across all key workflows, including call tracking, scheduling, dispatching, end-customer communications, marketing automation, estimating, job costing, sales, inventory and payroll integration. To supplement our Core product and provide an even higher level of functionality, we offer our comprehensive portfolio of our Pro products, which provide value-additive capabilities, as well as our FinTech products, which include payment processing and third-party financing solutions. As our customers adopt more of our platform’s additive products and features, we have the opportunity to further accelerate the growth of their business, drive operational efficiencies and deliver a superior end-customer experience. 
+Our platform is also highly extensible because of our application programming interfaces (“APIs”) and developer tools that allow our customers to integrate our products with their systems and third-party applications, further extending and embedding our platform into the broader trades ecosystem. Our partners and system integrators regularly engage with our platform to create value-add extensions that help serve our customers in an even more complete and flexible manner. 
+Through our platform, our customers are able to generate leads, book jobs, dispatch technicians, track performance, take payments, among other capabilities more fully described below. For additional information regarding the seasonality and other trends impacting our platform and business, refer to Item 7, “ Management's Discussion and Analysis of Financial Condition and Results of Operations. ” 
+Lead Generation 
+Lead Tracking 
+A single customer can have thousands of online leads from a variety of sources, including ads, Yelp and Google sponsorships, which makes knowing which lead sources are producing inbound calls critical to maximizing our customers’ sales and marketing ROI. ServiceTitan’s lead tracking feature assigns a unique phone number to each marketing campaign that helps map leads to revenue-generating jobs and provides a customer visibility into the effectiveness of each marketing dollar. 
+Memberships, Service Agreements and Contracts 
+Our platform allows our customers to effortlessly create new maintenance memberships and equipment-based contracts that are customizable to apply discounts or offer upgrades for additional services. Our customers are also notified when end customers’ memberships are expiring and are provided a summary of the membership information to ensure they have the right data when following up on renewals Additionally, we offer our business customers the flexibility to provide services using service agreements. This feature offers customers consistent and predictable revenue-generating opportunities to generate work. 
+8 
+Marketing Pro 
+To complement our standard lead tracking feature, Marketing Pro offers automated email marketing, direct mail marketing services, reputation management, ads measurement and optimization and Audience Builder. 
+Convex 
+Convex Labs, Inc. is a sales and marketing platform built specifically for trades businesses focused on serving commercial buildings that enables such trades businesses to identify new opportunities and expand existing relationships with a comprehensive view of commercial properties, contact, business and permit information. 
+Job Booking 
+Call Booking and Recording 
+Our Call Booking and Recording feature automatically populates end-customer information as calls come in, making appointment booking an informed and effortless process. We use our data-driven insights to show customer service representatives key property details and customer history. ServiceTitan routes an end customer’s call through a call recording system and attaches the recording to the related job, allowing a business owner to regularly review calls for quality assurance. 
+Google Local Service Ads Integration 
+Our Google Local Service Ads Integration feature enables a prospective end customer to view availability and book directly with our customers with the click of a button using Google search. 
+Phones Pro 
+Phones Pro is a Voice over Internet Protocol phone system that allows customers to route calls through the ServiceTitan platform. This allows our customers to immediately know which customer service representative is taking the call, enabling in-depth reporting on key performance indicators such as call abandonment rates and average call duration. Phones Pro also allows our customers to receive call transcripts and automated alerts for escalation. 
+We also use AI in our Second Chance Leads feature to analyze interactions that failed to result in booked appointments and are worth pursuing a second attempt. 
+Contact Center Pro 
+Contact Center Pro is an omnichannel, multi-location, AI-powered cloud contact center solution built specifically for the trades to provide better customer service, book more jobs, increase revenue, boost contact center productivity and streamline costs. The Universal Inbox in Contact Center Pro allows customer service agents to access inbound and outbound communications across multiple channels and businesses as well as critical contextual information and key workflows from a single, easy-to-use user interface. 
+Scheduling Pro 
+Scheduling Pro allows end customers to book work orders directly through the dispatch board at any time, resulting in less friction for end customers who would otherwise be in queue, and increased orders for our customers even during periods when sales representatives are busy or after-hours. This feature helps our customers capture revenue that may otherwise be lost. 
+Dispatching Technician 
+Customer Notifications 
+End customers receive automated text notifications when their job is booked and the technician is on the way, along with the technician’s picture and a link to the technician’s GPS location. Moreover, end customers can directly communicate with the technician through a two-way chat feature and receive real-time updates. 
+9 
+Scheduling & Dispatching 
+Our Scheduling & Dispatching dashboard provides information about a technician’s schedule, current capacity and skill set, and an overview of booked appointments, recurring jobs and non-job events. With this critical information, dispatchers can efficiently schedule next jobs and respond to urgent requests and emergencies, all the while mapping the right technician to the job. Our platform also uses GPS systems to get real-time information on technician routes to find the most efficient routes and help businesses stay responsive. 
+Dispatch Pro 
+Dispatch Pro incorporates AI in our standard dispatch solutions to provide analyses that help customers make smarter business decisions. This AI-driven feature constantly improves the product algorithm to learn from technicians’ historical data (like total sales, average tickets, sold memberships, probability of generating leads, technician reassignment and more) to choose the best-matched technician for a job, while also optimizing technician routes. A key feature of Dispatch Pro is its ability to predict job values and outcomes, enabling customers to make data-driven decisions to optimize technician assignment for each job, which in turn helps our customers yield higher return on investment. 
+Fleet Pro 
+Fleet Pro is a comprehensive, proactive fleet management solution that helps managers efficiently manage their fleet, save money and maximize ROI on fleet spend. This feature pulls data from GPS and AI-assisted smart cameras connected to the ServiceTitan network to provide managers complete visibility into technicians’ vehicle use, including idle times, helping prevent inflated wages and identify lost billing opportunities. 
+Performing Job 
+Custom Forms 
+Custom Forms ensures that our customers are collecting relevant information from their end customer to understand the job request, provide estimates and identify sales velocity opportunities. This feature also serves as quality control by mandating staff to follow predefined best practices across all verticals, such as safety checklists and opportunity review forms. Using the information collected, our platform identifies the appropriate language required in contracts, allowing our customers to focus on execution and client satisfaction. 
+Job Costing and Project Management 
+For projects that go beyond a single call or single day, understanding profitability in real time is critical. Our Job Costing and Project Management functionality helps our customers understand how to manage and track all their projects (whether at one or multiple locations) in real time using the Budget vs. Actual table features through step-by-step workflows, providing visibility into the phases of work a project goes through, percent expended and variances at an itemized level, and more. 
+Our Job Estimating product allows customers to provide real-time estimates and proposals and significantly improve time to close sales. 
+Property Intelligence and Custom Proposals 
+Our PropertyIntel product allows our customers to collect, connect and visualize essential landscaping data to service more jobs in less time using features such as high-resolution aerial imagery for property measurement, precision measuring tools, automated time and cost estimates and autonomous mower and drone integrations. 
+Once equipped with this landscaping data, our customers can use our Custom Proposals feature to design competitive bids and win jobs. Together with our Core product functionality, PropertyIntel’s capabilities allow customers to identify superior enhancement opportunities, target marketing efforts to specific property needs, increase service effectiveness and achieve greater levels of profitability. 
+10 
+Reporting 
+Our customers can track performance by creating personalized key performance indicators or using our AI-powered benchmarked industry metrics and best practices that are generated by leveraging our most successful customers and analyzing anonymized customer data (Benchmark Insights). 
+Pricebook 
+Our platform allows customers to promptly offer a variety of pricing options to the end customer through a customizable pricebook that can be pre-loaded with pictures, videos, warranties and other information for each item. With our standard Pricebook feature, customers can track material and labor costs including bonuses and commissions for each item and make appropriate pricing adjustments, all the while getting real-time insights into their profit margins. 
+Pricebook Pro 
+Pricebook Pro offers capabilities that extend from pricing to estimates to inventory to accounting. Powered by Titan Intelligence, Pricebook Pro supplements our standard Pricebook product with value-additive features. 
+Sales Pro 
+Sales Pro is an AI-powered field technician coaching solution that records in-person field interactions and leverages AI to deliver personalized coaching to drive increases in close rates, ticket sizes and revenue while giving contractors visibility into what is occurring on appointments and jobs. By automatically recording, transcribing and analyzing on-site interactions directly within existing technician workflows, Sales Pro provides a complete virtual “ridealong” solution that surfaces coaching and learning opportunities to both managers and technicians in a social, engaging, peer-to-peer learning environment. Additionally, Sales Pro includes exclusive curated content created by ServiceTitan in partnership with industry leaders and experts so contractors of all types and sizes can learn from the best in the industry. 
+Taking Payment 
+Payment Processing 
+Our platform offers integrated payment processing of credit cards, bank transfers (ACH) and checks via third parties, allowing technicians to process payments through customer portals or at the job for a seamless customer experience. 
+Consumer Financing 
+Using our Consumer Financing features, our customers can rapidly and efficiently connect end customers with third-party financing options to pay for the costs incurred in connection with the work performed. Through our platform, an end customer can even view their monthly payment, which is particularly important as trades businesses often perform critical, non-discretionary and expensive jobs such as replacing an HVAC or water heating system. 
+Back Office Operations 
+Accounting 
+Our platform provides a suite of accounting capabilities (for example, timekeeping, payroll, accounts receivable, accounts payable, collections and multi-party billing). We also provide AI-powered accounting assistance to automate personalized responses and job summarization. This reduces the time spent on print views and increases revenue by generating print templates aligned with customer specifications. 
+Our accounting features also offer flexibility to work across various accounting platforms (including QuickBooks and Sage Intacct) and address our customers’ varying invoicing needs (ranging from single-party same-day invoices to multi-party, progress billing to insurance claims) in ways that make sense for businesses. 
+11 
+Commercial Billing 
+Our billing feature allows trades businesses to improve operational efficiency and billing accuracy by automating billing processes. Further, as our platform has access to key details of projects, including initial estimates and labor and materials costs, we also provide progress billing capabilities, which prove to be helpful as projects are often paid over time. 
+Procurement and Inventory Management 
+Our software allows customers to swiftly replenish stock and manage inventory stored in trucks and warehouses across multiple geographic locations. Additionally, customers can make transfers and track in-process orders on a real-time basis through our Inventory Mobile App. These procurement and inventory management capabilities improve overall end-customer experience by ensuring accurate data entry and efficiently managing stock to avoid delays. 
+Other Components of Our Platform 
+TitanAdvisor 
+We built TitanAdvisor to utilize data-driven insights from across our platform to identify and recommend features not yet implemented by a customer. TitanAdvisor recommends targeted features and products to help our customers achieve their top priorities, whether it be to accelerate growth or increase operational efficiency, and provides a step-by-step guide to implement the feature recommendations. 
+Titan Intelligence 
+Titan Intelligence, our AI engine, is woven into components of our Core and Pro product offerings and is integrated into our FinTech solutions. Titan Intelligence uses a rich set of AI, machine learning and analytics-powered tools that include the latest GenAI capabilities to harness ServiceTitan data and fuel industry insights, trends, features, products, recommendations, and data-driven strategies for the trades. 
+Our Growth Opportunities and Strategies 
+Our customers’ success is our first priority. Accordingly, we believe the following growth opportunities and strategies will deliver value to our customers and, in turn, to ServiceTitan. 
+• 
+Increase GTV on Our Platform . We expand the GTV on our platform by enabling our customers to grow their GTV and by serving additional customers, either in trades and markets we operate in today, or in new trades and markets we may expand into in the future. 
+o 
+Growing with Our Customers . As our customers grow their businesses while using our platform, they often hire and add more users to their existing subscription and also complete more transactions through our platform, which both drive more revenue for ServiceTitan. Through deep partnership with these customers, we have become the market standard in these trades and, as our customers scale further, they may look to expand into additional trades we already serve, which they can leverage our platform to do. 
+o 
+Increasing GTV By Serving Additional Customers in Existing Trades and Markets . Our ability to increase GTV also depends on our ability to serve additional customers in existing trades and markets. As our platform has deepened and expanded in features, we have been able to serve larger customers. The trades industry is also experiencing an influx of professional operators, including private equity owners, who are investing in and consolidating the trades, in many cases on our platform. Because of these dynamics, we focus on increasing the GTV on our platform, rather than new customer count. 
+12 
+o 
+Increasing GTV By Entering New Trades and Markets . We believe there is a significant opportunity to expand to new trades and markets. We intend to continue to invest in our platform to address the needs of additional trades. We have expanded into new trades through a proven playbook by harnessing common features applicable across the industry, while identifying and building key additional features specific to each trade and end market. We believe our track record and continued strategy to build features that directly address key pain points for our stakeholders across a growing number of trades will continue to differentiate us and help expand our customer base across a growing addressable market. As we expand to new trades, our best practice playbooks will continue to provide a blueprint for our customers to expand into additional trades. We also believe that there is a significant opportunity to strategically expand the usage of our platform outside of the United States and Canada over time based on the current needs of different regions. To date, we have not made any significant investments in growing our presence in international markets, but we believe there is demand for our platform internationally. 
+• 
+Retaining and Expanding Existing Customer Relationships . Our customers deploy our platform end-to-end across their entire organization, meaning the ServiceTitan platform powers their workflows and is the primary interface used by their employees. We are deeply embedded as the operating system that powers our customers’ businesses and as a result, we had a gross dollar retention rate of over 95% for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. As we continue to demonstrate the high ROI of our products to our customers, we may sell more add-on products to them and increase our share of wallet, which we measure as the portion of our customers’ GTV that we are able to earn. We orient our activities around what is best for our customers, not only because it is the right thing to do, but also because we believe it drives our growth and financial success. 
+o 
+Driving Adoption of Add-on Products . As our customers realize the positive impact of using our platform, grow and further professionalize, they often adopt additional ServiceTitan features, namely our FinTech and Pro products. This increased adoption not only drives our revenue through adoption of existing add-on products, but also gives us a sharper perspective of how customers engage with our platform and what additional add-on products might be helpful for us to innovate. We then leverage our end-to-end expertise and extensive data assets to tailor additional new features that can remedy the inefficiencies we have identified in our customer workflows and to strengthen our existing capabilities by embedding more features that can drive value and make the platform even more powerful. 
+o 
+Building New Add-on Products . We have a history of building and launching add-on products where we see the opportunity to create significant positive impact for our customers. This impact comes from identifying an opportunity to add value because of a pain point our customers are experiencing, and from building a product that, when integrated with our end-to-end Core product, provides what we believe is an outsized value creation that is differentiated compared to other off-the-shelf vendors. Additionally, we may consider opportunities for acquisitions or other strategic transactions that advance our product roadmap more efficiently than building functionality ourselves through research and development. 
+Our Customers 
+We serve customers ranging from family-owned businesses with a few employees to large enterprises with a national footprint, some of which are an aggregation of multiple customers through a franchise network or other common buying partners, who employ directly, or through their franchise network, thousands of employees and generate over $1 billion in annual GTV. The key decision maker for our customers is typically the business owner, and for some of our larger customers it is common for the business owner to employ executives such as a chief information officer to manage and upgrade critical IT systems or a general manager to oversee business operations. The general manager is typically also a key influencer in buying decisions. 
+We define a customer as a parent organization, which may have multiple locations, brands or subsidiaries, that has been billed in the prior three months, and of those customers we define “Active Customers” as customers with over $10,000 of annualized billings. As of January 31, 2025 and 2024, we had approximately 9,000 and 8,000 Active 
+13 
+Customers, respectively, representing over 97% and 96% of our annualized billings, respectively. As a testament to our platform’s ability to scale with our customers, as of each of January 31, 2025 and 2024, we had over 1,000 customers with annualized billings exceeding $100,000 on our platform. 
+Our platform helps customers accelerate revenue growth, increase overall productivity by unifying fragmented business processes, deliver a seamless customer service experience and provide operational visibility and insights to business owners. A differentiated employee experience is both a core value proposition of our software and a unique tailwind to customer adoption. 
+Competition 
+The market for technology and business process solutions catering to the needs of the trades is in its early phases of development and technology adoption with many trades businesses still relying on a combination of rudimentary workflows. Where incumbent technology has been adopted, it has generally had a limited impact because the incumbent technology typically lacks a singular, purpose-built platform that integrates a comprehensive set of mission-critical workflows throughout the project lifecycle and fails to empower a distributed and mobile workforce. 
+We compete either directly or indirectly with software vendors offering point-specific tools for specific elements of trade workflows, horizontal solutions for generic functionalities, legacy on-premise field service management applications and narrow bundled solutions for down-market trades businesses. Examples of these software vendors include Salesforce, SAP, FieldEdge, Workwave, ServiceTrade, AccuLynx, BuildOps, HouseCall Pro, JobNimbus and Jobber. We expect competition to increase as other established and emerging companies enter our market, consumer platforms potentially build products to serve our customers, as customer requirements evolve and as new products and technologies, including those expedited by advancements in AI, are introduced. 
+We believe that we compete favorably across key industry selection criteria, including our cloud-based platform connectivity, ease of deployment and integration, user experience, industry expertise, product breadth, customer support, proven success record, mobile capabilities, and innovation capacity. However, we could face significant risks to our business, financial condition and results of operations as a result of competition. For additional information, see the section titled “ Risk Factors—Risks Related to Our Business and Operations—We face competition from both established and new companies offering services similar to ours, and many of our potential customers have developed, or could develop, proprietary solutions, all of which may have a negative effect on our ability to add new customers, retain existing customers and/or grow our business .” 
+Sales and Marketing 
+Our go-to-market strategy leverages our industry expertise to effectively and authentically communicate our platform’s proven ability to address the trades’ unique workflows and challenges with business owners and key executives across both small and midsize and enterprise segments. We acquire customers through digital marketing, outbound direct marketing, significant word-of-mouth referrals, and partnerships with industry associations, original equipment manufacturers, and distributors. We primarily sell subscriptions to our Core product through our direct sales team, who conduct most sales virtually to accelerate onboarding. For larger enterprise prospects, our dedicated, geographically-distributed team targets key decision makers both in-person and virtually. Complementing new customer acquisition, our specialized FinTech and Pro product sales teams introduce additional products at the optimal times for each customer, using our insights from TitanAdvisor Scores to recommend solution to address our customers’ evolving needs. 
+Customer Success 
+Our customer experience teams support customers through their entire customer lifecycle, from initial onboarding to ongoing success and support. Our customer success organization consists of Implementation, Customer Success Management, Support and Professional Services, with dedicated support from operations and enablement teams. 
+Our implementation and Professional Services teams assist each of our customers with onboarding and configuration, including data and accounting migrations, telecom setup and custom reporting, to ensure they are successful at go-live and beyond. Customers that subscribe to our Pro products are also assigned a resource to assist in optimization of those features. After initial onboarding, each customer is assigned a Customer Success Manager 
+14 
+(“CSM”), who works closely with our customers to assist them in fully utilizing ServiceTitan in the most effective way possible using tools such as TitanAdvisor to help guide customers to improve product adoption and utilization, which closely correlates to better customer business outcomes such as revenue and efficiency. Additionally, our customers also have access to our large knowledge base, webinars and a broader community of customers and power users, many of whom are certified through our Certified Administrators program, which help raise the level of knowledge, expertise, adoption rate and continuous improvement in the use of our products. 
+We offer customer support via chat, phone and email, and have integrated AI solutions to enhance the customer experience. Our Customer Support teams aligned by specialized areas to provide dedicated knowledge and address customer needs quickly and effectively. As we continue to evolve the customer experience, we expect that CSMs will increasingly focus on the ongoing customer relationship, driving retention and product expansion. 
+Research and Development 
+Our research and development team consists of product, platform and infrastructure and site reliability engineering, product management, AI and data science, user experience and design, technical program management, content and enablement as well as product and information security. We invest substantial resources in research and development to enhance our platform’s functionalities and expand the products and services we offer. We employ in-house industry experts (former tradespeople, former association leaders and others) to ensure we understand the trades and address the needs of the industry through product innovation and customer success. We continually review and incorporate suggestions, feedback and new use cases from our broad customer base and engaged community into our platform and invest substantial resources to improve our platform by incorporating this feedback. We believe these investments will help us maintain our competitive position. We also analyze the data flowing through our platform to understand opportunities for driving further efficiencies and productizing improvements for our customers. Additionally, we devote considerable attention and resources to what we refer to as “customer trust,” which entails providing a continuously secure, performant and stable platform in keeping with SaaS industry standards. 
+Intellectual Property 
+Our success depends in part upon our ability to safeguard our core technology and other intellectual property protection for our technology, inventions, improvements, proprietary rights and other assets. We seek to accomplish that objective by establishing intellectual property rights in and protecting those assets through a combination of patent, trademark and copyright law, trade secret, protection, license agreements, confidentiality procedures, employee invention assignment agreements, non-disclosure agreements with third parties and other contractual measures. As of January 31, 2025, we held 16 issued U.S. patents, four issued foreign patents, and nine U.S. patent applications. In addition, as of January 31, 2025, we owned 16 registered trademarks in the United States, two pending trademark applications in the United States, and 20 registered trademarks in various non-U.S. jurisdictions. We also have registered domain names for websites that we use in our business. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented or challenged. For additional information, see the section titled “ Risk Factors—Risks Related to Our Intellectual Property .” 
+Government Regulation 
+We are subject to various federal, state, local and foreign laws and regulations that involve matters central to our business. These laws and regulations may involve data privacy, security and protection, intellectual property, telecommunications, telemarketing, import and export controls, consumer protection, employment and labor, workplace safety, anti-bribery, immigration, federal securities and tax and other subjects. Additional laws and regulations relating to these areas likely will be passed in the future, and these or existing laws and regulations may be interpreted or enforced in new or expanded manners, each of which could result in significant limitations on ways we operate our business. There is a risk that certain regulations could become applicable to us as we expand the functionality of and products offered through our platform. New and evolving laws and regulations, and changes in their enforcement and interpretation, may require changes to our platform, products or business practices, and may significantly increase our compliance costs and otherwise adversely affect our business and results of operations. As our business expands to include additional products or service additional trades businesses, and our operations 
+15 
+continue to expand internationally, our compliance requirements and costs may increase and we may be subject to increased regulatory scrutiny. See the section titled “ Risk Factors—Risks Related to Legal and Regulatory Environment—Our business is subject to extensive government regulation and oversight. Our failure to comply with extensive, complex, overlapping and frequently changing rules, regulations and legal interpretations could adversely affect our business ” for additional information about the laws and regulations we are subject to and the risks to our business associated with such laws and regulations. 
+Our People 
+As of January 31, 2025, we had a total of 3,049 Titans across the United States, Canada, Armenia and other international locations. We engage our Titans through direct employment, professional employer organizations (“PEOs”), and as independent contractors. In locations where we have not established a legal entity, we contract with the PEO to serve as the 'Employer of Record.' Individuals are employed by the PEO, but provide services to us under our day-to-day direction. In certain jurisdictions, the PEO facilitates our engagement with self-employed individuals who maintain their independent contractor status while accessing PEO services. The highest concentration of these workers are in Macedonia and Mexico. The majority of our workforce, however, is based in the United States, where our executive team and most of our engineering, product managers, sales and marketing, customer success and general and administrative personnel are located. Our Titans in Armenia and our other international locations primarily consist of engineers and customer success personnel. 
+None of our employees are represented by a labor union or covered by a collective bargaining agreement with respect to their employment with us. We have not experienced any work stoppages and we consider our relations with our employees to be good. We have invested substantial time and resources in building our team. We are highly dependent on our management and high-quality employees and it is crucial that we continue to attract and retain top talent. We believe that our employee relations are strong. 
+16

raw/filings/0001638826/2025/0000950170-25-048834/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+126

raw/filings/0001638826/2026/0001638826-26-000028/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001638826,TTAN,"ServiceTitan, Inc.",2026,10-K,2026-03-25,2026-01-31,2026-03-25T20:59:30.000Z,0001638826-26-000028,ttan-20260131.htm,10-K,24231605,1,1,https://www.sec.gov/Archives/edgar/data/1638826/000163882626000028/ttan-20260131.htm,https://www.sec.gov/Archives/edgar/data/1638826/000163882626000028/

raw/filings/0001638826/2026/0001638826-26-000028/item1.txt

@@ -0,0 +1,162 @@
+Item 1. B usiness. 
+ServiceTitan is the operating system that powers the trades. 
+We are modernizing a large and technologically underserved industry—an industry commonly referred to as the “trades.” The trades consist of the collection of field service activities required to install, maintain, and service the infrastructure and systems of residences and commercial buildings. Tradespeople—like your local plumber, roofer, landscaper, HVAC technician and others who are employed in the trades—are immensely skilled and extensively trained. They are the essential, unsung heroes who work tirelessly to ensure that our needs are met where we live or work, ready at a moment’s notice to leave their families in the middle of the night to go across town to help others. 
+ServiceTitan was born in the trades and built for the trades. Our founders, Ara Mahdessian and Vahe Kuzoyan, are the sons of trades business owners and founded ServiceTitan to provide tradespeople, like their parents, with technology that is purpose-built to help trades businesses thrive. Our software provides an end-to-end, cloud-based software platform that connects, manages and automates a wide array of business workflows such as advertising, job scheduling and management, dispatching, generating estimates and invoices, payment processing and more. Tradespeople spend their days interfacing with the ServiceTitan platform across what we believe to be the five most business-critical functions, or the “core centers of gravity,” inside a trades business: CRM (customer relationship management, including sales enablement, marketing automation and customer service), FSM (field service management, including scheduling and dispatching), ERP (enterprise resource planning, including inventory), HCM (human capital management, including compensation and payroll integration) and FinTech (including payments and third-party consumer financing). By offering interoperable capabilities in all five centers of gravity, we continuously capture comprehensive data insights across key workflows in a trades business. 
+ServiceTitan is focused on the success of our customers. We believe that our customers’ success leads to our success, and our broad platform, close customer proximity and deep connection with the industry enable us to improve our customers’ business outcomes. We believe we have the largest proprietary data asset in our industry, which means we can see and learn from an industry-specific dataset; and we are the system of record for our customers, solving end-to-end workflows. Because of these factors, we are fundamentally able to turn insights into action, a foundation that is accelerated by our growing AI capabilities and that we believe positions us to create the agentic operating system for the trades. This has helped and, we believe, will continue to help our customers grow and further professionalize their businesses, positioning them to accelerate revenue, drive operational efficiency and deliver a superior end-customer service experience. 
+Industry Background 
+Access to clean water, consistent power, heated and ventilated air, an environment free from pest infestations, and a roof overhead are just some of the basic requirements of the modern home and business. We take these standards of living and comforts for granted until something goes wrong—a water pipe bursts, the heat goes out in the dead of winter or the power goes down in the middle of the workday. It is in these moments when tradespeople come to the rescue and we remember how much we depend on the trades. 
+The Trades Are Large, Durable and Rapidly Professionalizing 
+The trades are a cornerstone of our global economy and one of the largest employment categories for the U.S. workforce. They attract considerable spending on homes, businesses and other properties. 
+Historically, the trades consisted of smaller, often family-owned entrepreneurial businesses with limited operational and geographical footprints. In recent years, more businesses are seeking to integrate modern technologies into their operations. Furthering this paradigm shift is the influx of professional operators, including private equity owners, who are investing in and consolidating trades businesses, standardizing the operations of their portfolio companies, implementing best practices and new software functionality, and accelerating the digital shift with a focus on scaling and improving efficiency. At the same time, end customers increasingly demand seamless digital experiences that have become commonplace in other industries. 
+6 
+The Trades Require an Industry-Centric Approach 
+Trades businesses are complex in nature, servicing many types of jobs across complex workflows in distributed locations. Despite the size and criticality of the trades and the specialized skills of tradespeople, technology solutions have generally not evolved to address their needs. Thus, many trades have had to rely on a variety of inadequate and often disconnected tools to manage their workflows. We believe that to adequately serve the trades, a software solution must be purpose-built for the nuanced dynamics of the trades, including the following: 
+• 
+Distributed Workforce with Dynamic Workflows . Trade workflows are often fluid and geographically distributed as technicians, dispatchers, customer support representatives, salespeople, and owners may all be in separate and changing locations throughout the day but require immediate collaborative capabilities. Each job requires these distinct and separated constituents to frequently and dynamically interact with one another in real time to address an end customer’s job requirements. 
+• 
+Individual Trades Have Similar but Distinct Characteristics . The industry consists of a wide array of trades that service different needs of households and businesses. Though each trade has similar operational challenges and business goals, there are often many unique workflows and specifications that require configurations based on the nuances of a particular trade and/or end customer. 
+• 
+Technology Adoption Requires Business Transformation . Often there are structural inefficiencies in trades businesses’ historical operational workflows. However, these processes have existed for generations, and trades businesses may be apprehensive to invest in technology solutions that risk significantly disrupting their established norms. Since trades businesses tend to devote their resources to serving their customers, they often lack the large IT organizations required to stitch together narrow solutions, build software products in-house, or customize horizontal technology to fit their distinct workflows. 
+Given the distinct characteristics and challenges of the trades, the need for a software platform built specifically for and trusted by this industry is critical. 
+The ServiceTitan Approach 
+The trades deserve a modern platform to deliver superior performance and automation from the back-office to field technicians to end customers. ServiceTitan was born to heed this calling. Our differentiated approach to drive success for our customers is built on the following cornerstones: 
+• 
+Our Software is Trades-Specific, End-to-End, and Extensible Across Trade Verticals . We have built what we believe to be the first and only comprehensive cloud-based software solution designed specifically for the diverse spectrum of trades businesses, fully integrating across all critical operational functions (CRM, FSM, ERP, HCM and FinTech). Rather than targeting specific functional areas as is traditional in enterprise software, we target our entire customer—a trades business—and have purpose-built our platform to cover their needs and workflows end-to-end. 
+• 
+We Are Experts in the Trades . We are emphatically focused on understanding the evolving challenges and workflows of trades stakeholders through continuously engaging with customers and observing how they use our products. We also employ industry experts, such as former contractors, former association leaders and other subject matter experts, and work closely with customers and industry partners, including large distributors, OEMs and industry associations, to maintain a constant pulse of the trades. 
+• 
+We Leverage Our Data Assets and AI to Drive Customer ROI . ServiceTitan lives and breathes the trades and, in turn, the trades live and breathe ServiceTitan. Trades businesses spend their days using our platform and processing key workflows through us. Our unique position across the trades ecosystem provides us with the distinct ability to collect data across all workflows and all users, which we anonymize, aggregate, and analyze to glean insights and productize further improvements for our customers, and in turn provides data to our AI engines, to automate customer tasks and drive additional insight-based actions. We not only embed AI-driven features and insights within existing products, but we have launched a suite of innovative, purpose-built, add-on AI products designed specifically for the trades. In addition, in fiscal 2026, we introduced Atlas, an agentic AI layer that represents the next evolution of our Titan Intelligence AI engine. We believe we have the three necessary ingredients to harness the power of 
+7 
+AI to further drive value for our customers: (1) massive and growing proprietary data assets; (2) similar customer profiles with common workflows; and (3) an end-to-end platform that allows us and our customers to put insights into action. 
+Components of Our Platform 
+ServiceTitan was built to be the operating system that powers the trades. We designed our platform to comprehensively address key workflows for trades businesses including call tracking, scheduling, dispatching, end-customer communications, marketing automation, estimating, sales, payments, inventory and payroll integration. Our customers access our platform through a web browser if in the office and through a mobile application if in the field (primarily technicians). Given the vertical-specific nature of the trades, we tailor certain product offerings to address specific needs of each trade. 
+Our platform offers key benefits through three main offerings: Core, FinTech and Pro products. Our entry point to a typical customer’s business is through our Core product offering, which offers a base-level functionality across all key workflows, including call tracking, scheduling, dispatching, end-customer communications, marketing automation, estimating, job costing, sales, inventory and payroll integration. To supplement our Core product and provide an even higher level of functionality, we offer our comprehensive portfolio of Pro products, which provide value-additive capabilities, as well as our FinTech products, which include payment processing and third-party financing solutions. As our customers adopt more of our platform’s additive products and features, we have the opportunity to further accelerate the growth of their business, drive operational efficiencies and deliver a superior end-customer experience. In addition, in fiscal 2026, we began a pilot of Max, which packages our most advanced functionality and AI features with expert guidance to unlock AI automation. 
+Our platform is also highly extensible because our application programming interfaces (“APIs”) and developer tools allow our customers to integrate our products with their systems and certain third-party applications, further extending and embedding our platform into the broader trades ecosystem. Our partners and system integrators regularly engage with our platform to create value-add extensions that help serve our customers in an even more complete and flexible manner. 
+Through our platform, our customers are able to generate leads, book jobs, dispatch technicians, track performance, and take payments, among other capabilities more fully described below. For additional information regarding the seasonality and other trends impacting our platform and business, refer to Item 7, “ Management's Discussion and Analysis of Financial Condition and Results of Operations. ” 
+Lead Generation 
+Lead Tracking 
+A single customer can have thousands of online leads from a variety of sources, including ads, Yelp and Google sponsorships, which makes knowing which lead sources are producing inbound calls critical to maximizing our customers’ sales and marketing ROI. ServiceTitan’s lead tracking feature assigns a unique phone number to each marketing campaign that helps map leads to revenue-generating jobs and provides a customer visibility into the effectiveness of each marketing dollar. 
+Memberships, Service Agreements and Contracts 
+Our platform allows our customers to effortlessly create new maintenance memberships and equipment-based contracts that are customizable to apply discounts or offer upgrades for additional services. Our customers are also notified when end customers’ memberships are expiring and are provided a summary of the membership information to ensure they have the right data when following up on renewals Additionally, we offer our business customers the flexibility to provide services using service agreements. This feature offers customers consistent and predictable revenue-generating opportunities to generate work. 
+8 
+Marketing Pro 
+To complement our standard lead tracking feature, Marketing Pro offers AI-powered automated email marketing, direct mail marketing services, reputation management, ads measurement and optimization and Audience Builder. 
+Convex 
+Convex Labs, Inc. is a sales and marketing platform built specifically for trades businesses focused on serving commercial buildings that enables such trades businesses to identify new opportunities and expand existing relationships with a comprehensive view of commercial properties, contact, business and permit information. 
+Job Booking 
+Call Booking and Recording 
+Our Call Booking and Recording feature automatically populates end-customer information as calls come in, making appointment booking an informed and effortless process. We use our data-driven insights to show customer service representatives key property details and customer history. ServiceTitan routes an end customer’s call through a call recording system and attaches the recording to the related job, allowing a business owner to regularly review calls for quality assurance. 
+Google Local Service Ads Integration 
+Our Google Local Service Ads Integration feature enables a prospective end customer to view availability and book directly with our customers with the click of a button using Google search. 
+Phones Pro 
+Phones Pro is a Voice over Internet Protocol phone system that allows customers to route calls through the ServiceTitan platform. This allows our customers to immediately know which customer service representative is taking the call, enabling in-depth reporting on key performance indicators such as call abandonment rates and average call duration. Phones Pro also allows our customers to receive call transcripts and automated alerts for escalation. 
+We also use AI in our Second Chance Leads feature to analyze interactions that failed to result in booked appointments and are worth pursuing a second attempt. 
+Contact Center Pro 
+Contact Center Pro is an omnichannel, multi-location, AI-powered cloud contact center solution built specifically for the trades to provide better customer service, book more jobs, increase revenue, boost contact center productivity and streamline costs. The Universal Inbox in Contact Center Pro allows customer service agents to access inbound and outbound communications across multiple channels and businesses as well as critical contextual information and key workflows from a single, easy-to-use user interface. 
+Scheduling Pro 
+Scheduling Pro allows end customers to book work orders directly through the dispatch board at any time, resulting in less friction for end customers who would otherwise be in queue, and increased orders for our customers even during periods when sales representatives are busy or after-hours. This feature helps our customers capture revenue that may otherwise be lost. 
+Virtual Agents 
+Paired with the underlying functionality of our platform, our Virtual Agents utilize AI to automatically handle overflow and after-hours calls to book, reschedule and confirm appointments. This feature further helps our customers capture revenue that may otherwise be lost. 
+9 
+Dispatching Technician 
+Customer Notifications 
+End customers receive automated text notifications when their job is booked and the technician is on the way, along with the technician’s picture and a link to the technician’s GPS location. Moreover, end customers can directly communicate with the technician through a two-way chat feature and receive real-time updates. 
+Scheduling & Dispatching 
+Our Scheduling & Dispatching dashboard provides information about a technician’s schedule, current capacity and skill set, and an overview of booked appointments, recurring jobs and non-job events. With this critical information, dispatchers can efficiently schedule next jobs and respond to urgent requests and emergencies, all the while mapping the right technician to the job. Our platform also uses GPS systems to get real-time information on technician routes to find the most efficient routes and help businesses stay responsive. 
+Dispatch Pro 
+Dispatch Pro incorporates AI in our standard dispatch solutions to provide analyses that help customers make smarter business decisions. This AI-driven feature constantly improves the product algorithm to learn from technicians’ historical data (like total sales, average tickets, sold memberships, probability of generating leads, technician reassignment and more) to choose the best-matched technician for a job, while also optimizing technician routes. A key feature of Dispatch Pro is its ability to predict job values and outcomes, enabling customers to make data-driven decisions to optimize technician assignment for each job, which in turn helps our customers yield higher return on investment. 
+Fleet Pro 
+Fleet Pro is a comprehensive, proactive fleet management solution that helps managers efficiently manage their fleet, save money and maximize ROI on fleet spend. This feature pulls data from GPS and AI-assisted smart cameras connected to the ServiceTitan network to provide managers complete visibility into technicians’ vehicle use, including idle times, helping prevent inflated wages and identify lost billing opportunities. 
+Performing Job 
+Custom Forms 
+Custom Forms ensures that our customers are collecting relevant information from their end customer to understand the job request, provide estimates and identify sales velocity opportunities. This feature also serves as quality control by mandating staff to follow predefined best practices across all verticals, such as safety checklists and opportunity review forms. Using the information collected, our platform identifies the appropriate language required in contracts, allowing our customers to focus on execution and client satisfaction. 
+Job Costing and Project Management 
+For projects that go beyond a single call or single day, understanding profitability in real time is critical. Our Job Costing and Project Management functionality helps our customers understand how to manage and track all their projects (whether at one or multiple locations) in real time using the Budget vs. Actual table features through step-by-step workflows, providing visibility into the phases of work a project goes through, percent expended and variances at an itemized level, and more. 
+Our Job Estimating product allows customers to provide real-time estimates and proposals and significantly improve time to close sales. 
+10 
+Property Intelligence and Custom Proposals 
+Our PropertyIntel product allows our customers to collect, connect and visualize essential landscaping data to service more jobs in less time using features such as high-resolution aerial imagery for property measurement, precision measuring tools, automated time and cost estimates and autonomous mower and drone integrations. 
+Once equipped with this landscaping data, our customers can use our Custom Proposals feature to design competitive bids and win jobs. Together with our Core product functionality, PropertyIntel’s capabilities allow customers to identify superior enhancement opportunities, target marketing efforts to specific property needs, increase service effectiveness and achieve greater levels of profitability. 
+Conduit Tech 
+Conduit Tech, LLC is an HVAC design and sales platform that leverages next-generation Light Detection and Ranging (LiDAR) technology to build permit-ready load calculations and drive customer engagement. Conduit’s platform allows technicians to create 3D models, load calculations and visualizations onsite. 
+Reporting 
+Our customers can track performance by creating personalized key performance indicators or using our AI-powered benchmarked industry metrics and best practices that are generated by leveraging our most successful customers and analyzing anonymized customer data (Benchmark Insights). 
+Pricebook 
+Our platform allows customers to promptly offer a variety of pricing options to the end customer through a customizable pricebook that can be pre-loaded with pictures, videos, warranties and other information for each item. With our standard Pricebook feature, customers can track material and labor costs including bonuses and commissions for each item and make appropriate pricing adjustments, all the while getting real-time insights into their profit margins. 
+Pricebook Pro 
+Pricebook Pro offers capabilities that extend from pricing to estimates to inventory to accounting. Powered by AI, Pricebook Pro supplements our standard Pricebook product with value-additive features. 
+Field Pro 
+FieldPro, the next evolution of Sales Pro, pairs an AI-powered field technician coaching solution with AI-powered pre-job briefs and equipment recognition to drive increases in close rates, ticket sizes and revenue. By automatically recording, transcribing and analyzing on-site interactions directly within existing technician workflows, Field Pro provides a complete virtual “ridealong” solution that surfaces personalized coaching and learning opportunities to both managers and technicians in a social, engaging, peer-to-peer learning environment. Additionally, Field Pro includes exclusive curated content created by ServiceTitan in partnership with industry leaders and experts so contractors of all types and sizes can learn from the best in the industry, and also provides in-field troubleshooting guides and diagnostics. 
+Taking Payment 
+Payment Processing 
+Our platform offers integrated payment processing of credit cards, bank transfers (ACH) and checks via third parties, allowing technicians to process payments through customer portals or at the job for a seamless customer experience. 
+Consumer Financing 
+11 
+Using our Consumer Financing features, our customers can rapidly and efficiently connect end customers with third-party financing options to pay for the costs incurred in connection with the work performed. Through our platform, an end customer can even view their monthly payment, which is particularly important as trades businesses often perform critical, non-discretionary and expensive jobs such as replacing an HVAC or water heating system. 
+Back Office Operations 
+Accounting 
+Our platform provides a suite of accounting capabilities (for example, timekeeping, payroll, accounts receivable, accounts payable, collections and multi-party billing). We also provide AI-powered accounting assistance to automate personalized responses and job summarization. This reduces the time spent on print views and increases revenue by generating print templates aligned with customer specifications. 
+Our accounting features also offer flexibility to work across various accounting platforms (including QuickBooks and Sage Intacct) and address our customers’ varying invoicing needs (ranging from single-party same-day invoices to multi-party, progress billing to insurance claims) in ways that make sense for businesses. 
+Commercial Billing 
+Our billing feature allows trades businesses to improve operational efficiency and billing accuracy by automating billing processes. Further, as our platform has access to key details of projects, including initial estimates and labor and materials costs, we also provide progress billing capabilities, which prove to be helpful as projects are often paid over time. 
+Procurement and Inventory Management 
+Our software allows customers to swiftly replenish stock and manage inventory stored in trucks and warehouses across multiple geographic locations. Additionally, customers can make transfers and track in-process orders on a real-time basis through our Inventory Mobile App. These procurement and inventory management capabilities improve overall end-customer experience by ensuring accurate data entry and efficiently managing stock to avoid delays. 
+Other Components of Our Platform 
+TitanAdvisor 
+We built TitanAdvisor to utilize data-driven insights from across our platform to identify and recommend features not yet implemented by a customer. TitanAdvisor recommends targeted features and products to help our customers achieve their top priorities, whether it be to accelerate growth or increase operational efficiency, and provides a step-by-step guide to implement the feature recommendations. 
+Atlas 
+Atlas, an advanced AI sidekick that represents the next evolution of Titan Intelligence, our AI engine, is woven into components of our Core and Pro product offerings and is integrated into our FinTech solutions. Atlas uses a rich set of AI, machine learning and analytics-powered tools that include the latest GenAI capabilities to harness ServiceTitan data and fuel industry insights, trends, features, products, recommendations, and data-driven strategies for the trades. Contractors can interact directly with Atlas in our platform, typing or speaking in plain English. Atlas is designed to, over time, have the capabilities to automatically handle many of the tasks and decisions a business owner or team member could make, and to automatically surface insights that could help our customers further accelerate their businesses. 
+12 
+Our Growth Opportunities and Strategies 
+Our customers’ success is our first priority. We believe the following growth opportunities and strategies will deliver value to our customers and, in turn, to ServiceTitan. 
+• 
+Increase GTV on Our Platform . We expand GTV on our platform by enabling our customers to grow their GTV and by serving additional customers, either in trades and markets we operate in today or those we may expand into in the future. 
+o 
+Growing with Our Customers . As our customers grow their businesses while using our platform, they often hire and add more users to their existing subscription and also complete more transactions through our platform, which both drive more revenue for ServiceTitan. We have developed deep partnerships with these customers that have made our platform the market standard in these trades and, as our customers scale further, they may look to expand into additional trades we already serve, which they can leverage our platform to do. 
+o 
+Increasing GTV By Serving Additional Customers in Existing Trades and Markets . Increasing our GTV also depends on our ability to serve additional customers in existing trades and markets. As our platform has deepened and expanded in features, we have been able to serve larger customers. The trades industry is also experiencing an influx of professional operators, including private equity owners, who are investing in and consolidating trades businesses, in many cases on our platform. Because of these dynamics, we focus on increasing GTV on our platform, rather than new customer count. 
+o 
+Increasing GTV By Entering New Trades and Markets . We believe there is a significant opportunity to expand to new trades and markets. We intend to continue investing in our platform to address the needs of additional trades. We have expanded into new trades using a proven playbook by harnessing common features applicable across the industry, while identifying and building key additional features specific to each trade and end market. We believe our track record and strategy of building features that directly address key pain points for our stakeholders across a growing number of trades will continue to differentiate us and help expand our customer base across a growing addressable market. As we expand to new trades, our best practice playbooks will continue to provide a blueprint for our customers to expand into additional trades. We also believe that there is a significant opportunity to strategically expand the usage of our platform outside of the United States and Canada over time based on the current needs of different regions. 
+• 
+Retaining and Expanding Existing Customer Relationships . Our customers deploy our platform end-to-end across their entire organization, meaning the ServiceTitan platform powers their workflows and is the primary interface used by their employees. We are deeply embedded as the operating system that powers our customers’ businesses, and we had a gross dollar retention rate 1 of over 95% for each of the fiscal years 2026, 2025 and 2024, respectively. As we continue to demonstrate the high ROI of our products to our customers, we may sell more add-on products to them and increase our share of wallet, which we measure as the portion of our customers’ GTV that we earn. We orient our activities around what is best for our customers, not only because it is the right thing to do, but also because we believe it drives our growth and financial success. 
+o 
+Driving Adoption of Add-on or Bundled Products . As our customers realize the positive impact of using our platform, grow and further professionalize, they often adopt additional ServiceTitan features, such as our FinTech and Pro products. This increased adoption not only drives our revenue through adoption of existing add-on products, but also gives us insight into how customers engage with our platform and what additional add-on products or bundles might be helpful for us to 
+1 To calculate our gross dollar retention rate as of a given quarter, we first calculate prior period annualized billings. We then identify the value of annualized billings from any customers whose billings were zero in the current period (excluding the impact of credits), which we refer to as churn. We then divide (a) the prior period annualized billings minus churn by (b) the prior period annualized billings to calculate the gross dollar retention rate. 
+13 
+innovate. We then leverage our end-to-end expertise and extensive data assets to tailor additional new features that can remedy the inefficiencies identified in our customer workflows and to strengthen our existing capabilities by embedding features that can drive value and make the platform even more powerful. We also believe that the power of new AI solutions, paired with the existing end-to-end nature of our platform, further expands our opportunity to bundle add-on products that can drive significant additional value for our customers, and further increase our share of wallet. 
+o 
+Building New Add-on Products . We have a history of building and launching add-on products where we see the opportunity to create significant positive impact for our customers. This impact comes from identifying a pain point our customers are experiencing and building a product that, when integrated with our end-to-end Core product, provides what we believe is an outsized value creation that is differentiated compared to other off-the-shelf vendors. Additionally, we have and may continue to consider opportunities for acquisitions or other strategic transactions that advance our product roadmap more efficiently than building functionality ourselves through research and development. 
+Our Customers 
+We serve customers ranging from family-owned businesses with a few employees to large enterprises with a national footprint, some of which are an aggregation of multiple customers through a franchise network or other common buying partners. These aggregated customers employ thousands of employees, directly or through their franchise network, and generate over $1 billion in annual GTV. The key decision maker for our customers is typically the business owner. For some of our larger customers it is common for the business owner to employ executives such as a chief information officer to manage and upgrade critical IT systems or a general manager to oversee business operations. The general manager is typically also a key influencer in buying decisions. 
+We define a customer as a parent organization, which may have multiple locations, brands or subsidiaries, that has been billed in the prior three months, and of those customers we define “Active Customers” as customers with over $10,000 of annualized billings. As of January 31, 2026, we had approximately 10,800 Active Customers representing over 97% of our annualized billings for fiscal 2026. 
+Our platform helps customers accelerate revenue growth, increase overall productivity by unifying and, in some cases, automating fragmented business processes, deliver a seamless customer service experience and provide operational visibility and insights to business owners. A differentiated employee experience is both a core value proposition of our software and a unique tailwind to customer adoption. 
+Competition 
+The market for technology and business process solutions catering to the needs of the trades is in its early phases of development and technology adoption, with many trades businesses still relying on a combination of rudimentary workflows. Where incumbent technology has been adopted, it has generally had a limited impact because it typically lacks a singular, purpose-built platform that integrates a comprehensive set of mission-critical workflows throughout the project lifecycle and fails to empower a distributed and mobile workforce. 
+We compete directly or indirectly with software vendors offering point-specific tools for specific elements of trade workflows, horizontal solutions for generic functionalities, legacy on-premise field service management applications and narrow bundled solutions for down-market trades businesses. Examples of these software vendors include Salesforce, SAP, FieldEdge, Workwave, ServiceTrade, AccuLynx, BuildOps, HouseCall Pro, JobNimbus and Jobber. We expect competition to increase as other established and emerging companies enter our market, consumer platforms potentially build products to serve our customers, customer requirements evolve, and new products and technologies are introduced, including those expedited by advancements in AI and those that address additional point solutions. 
+14 
+We believe that we compete favorably across key industry selection criteria, including our cloud-based platform connectivity, ease of deployment and integration, user experience, industry expertise, product breadth, customer support, proven success record, mobile capabilities, and innovation capacity, including the ability to develop and implement industry-specific AI solutions. However, we could face significant risks to our business, financial condition and results of operations as a result of competition. For additional information, see the section titled “ Risk Factors—Risks Related to Our Business and Operations—We face competition from both established and new companies offering services similar to ours, and many of our potential customers have developed, or could develop, proprietary solutions, all of which may have a negative effect on our ability to add new customers, retain existing customers and/or grow our business .” 
+Sales and Marketing 
+Our go-to-market strategy leverages our industry expertise to effectively and authentically communicate our platform’s proven ability to address the trades’ unique workflows and challenges with business owners and key executives across both small and midsize and enterprise segments. We acquire customers through digital marketing, outbound direct marketing, significant word-of-mouth referrals, and partnerships with industry associations, original equipment manufacturers, and distributors. We primarily sell subscriptions to our Core product through our direct sales team, who conduct most sales virtually to accelerate onboarding. For larger enterprise prospects, our dedicated, geographically-distributed team targets key decision makers both in-person and virtually. Complementing new customer acquisition, our specialized FinTech and Pro product sales teams introduce additional products at the optimal times for each customer, using our insights from TitanAdvisor Scores to recommend solutions to address our customers’ evolving needs. 
+Customer Success 
+Our customer experience teams support customers through their entire customer lifecycle, from initial onboarding to ongoing success and support. Our customer success organization consists of Implementation, Customer Success Management, Support and Professional Services, with dedicated support from operations and enablement teams. 
+Our implementation and Professional Services teams assist each of our customers with onboarding and configuration, including data and accounting migrations, telecom setup and custom reporting, to ensure they are successful at go-live and beyond. Customers that subscribe to our Pro products are also assigned a resource to assist in optimization of those features. After initial onboarding, each customer is assigned a Customer Success Manager (“CSM”), who works closely with our customers to assist them in fully utilizing ServiceTitan in the most effective way possible using tools such as TitanAdvisor to help guide customers to improve product adoption and utilization, which closely correlates to better customer business outcomes such as revenue and efficiency. Additionally, our customers also have access to our large knowledge base, webinars and a broader community of customers and power users, many of whom are certified through our Certified Administrators program, which help raise the level of knowledge, expertise, adoption rate and continuous improvement in the use of our products. 
+We offer customer support via chat, phone and email, and have integrated AI solutions to enhance the customer experience. Our Customer Support teams aligned by specialized areas to provide dedicated knowledge and address customer needs quickly and effectively. As we continue to evolve the customer experience, we expect that CSMs will increasingly focus on the ongoing customer relationship, driving retention and product expansion. 
+Seasonality 
+Our business can be seasonal. For example, demand for our customers’ services tends to increase during seasonally hot summer months across a variety of trades including landscaping, pool, pest, HVAC and roofing. For more information, see the section titled “ Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Seasonality and Other Fluctuations .” 
+15 
+Research and Development 
+Our research and development team consists of product, platform and infrastructure and site reliability engineering, product management, AI and data science, user experience and design, technical program management, content and enablement as well as product and information security. We invest substantial resources in research and development to enhance our platform’s functionalities and expand the products and services we offer. We employ in-house industry experts (former tradespeople, former association leaders and others) to ensure we understand the trades and address the needs of the industry through product innovation and customer success. We continually review and incorporate suggestions, feedback and new use cases from our broad customer base and engaged community into our platform and invest substantial resources to improve our platform by incorporating this feedback. We believe these investments will help us maintain our competitive position. We also analyze the data flowing through our platform to understand opportunities for driving further efficiencies and productizing improvements for our customers. Additionally, we devote considerable attention and resources to what we refer to as “customer trust,” which entails providing a continuously secure, performant and stable platform in keeping with SaaS industry standards. 
+Intellectual Property 
+Our success depends in part upon our ability to safeguard our core technology and other intellectual property protection for our technology, inventions, improvements, proprietary rights and other assets. We seek to accomplish that objective by establishing intellectual property rights in and protecting those assets through a combination of patent, trademark and copyright law, trade secret, protection, license agreements, confidentiality procedures, employee invention assignment agreements, non-disclosure agreements with third parties and other contractual measures. As of January 31, 2026, we held 16 issued U.S. patents, four issued foreign patents, and nine U.S. patent applications. Our issued patents in the U.S. will expire between 2036 and 2045. In addition, as of January 31, 2026, we owned 15 registered trademarks in the United States, nine pending trademark applications in the United States, and 20 registered trademarks in various non-U.S. jurisdictions. We also have registered domain names for websites that we use in our business. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented or challenged. For additional information, see the section titled “ Risk Factors—Risks Related to Our Intellectual Property .” 
+Government Regulation 
+We are subject to various federal, state, local and foreign laws and regulations that involve matters central to our business. These laws and regulations may involve AI, data privacy, security and protection, intellectual property, telecommunications, telemarketing, import and export controls, consumer protection, employment and labor, workplace safety, anti-bribery, immigration, federal securities, tax and other subjects. Additional laws and regulations relating to these areas, particularly AI, likely will be passed in the future, and these or existing laws and regulations may be interpreted or enforced in new or expanded manners, each of which could result in significant limitations on ways we operate our business. There is a risk that certain regulations could become applicable to us as we expand the functionality of and products offered through our platform. New and evolving laws and regulations, and changes in their enforcement and interpretation, may require changes to our platform, products or business practices, and may significantly increase our compliance costs and otherwise adversely affect our business and results of operations. As our business expands to include additional products or service additional trades businesses, and our operations continue to expand internationally, our compliance requirements and costs may increase and we may be subject to increased regulatory scrutiny. See the section titled “ Risk Factors—Risks Related to Legal and Regulatory Environment—Our business is subject to extensive government regulation and oversight. Our failure to comply with extensive, complex, overlapping and frequently changing rules, regulations and legal interpretations could adversely affect our business ” for additional information about the laws and regulations we are subject to and the risks to our business associated with such laws and regulations. 
+Our People 
+As of January 31, 2026, we had a total of 3,414 Titans across the United States, Canada, Armenia and other international locations. Our Titans are engaged through direct employment and professional employer organizations (“PEOs”). In addition, we engage a limited number of independent contractors in certain jurisdictions. We also utilize 
+16 
+third-party service providers in certain jurisdictions and functions; individuals providing services under these arrangements are employed by the applicable service provider. 
+In locations where we have not established a legal entity, we contract with the PEO to serve as the 'Employer of Record.' Individuals are employed by the PEO, but provide services to us under our day-to-day direction. In certain jurisdictions, the PEO facilitates our engagement with self-employed individuals who maintain their independent contractor status while accessing PEO services. 
+The majority of our employees are based in the United States, where our executive team and most of our engineering, product managers, sales and marketing, customer success and general and administrative personnel are located. Our Titans in Armenia and our other international locations primarily consist of engineers and customer success personnel. 
+None of our employees are represented by a labor union or covered by a collective bargaining agreement with respect to their employment with us. We have not experienced any work stoppages and we consider our relations with our employees to be strong. We have invested substantial time and resources in building our team. We are highly dependent on our management and high-quality employees and it is crucial that we continue to attract and retain top talent. 
+Available Information 
+Our website is www.servicetitan.com. The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. Other than an investor’s own internet access charges, we make available free of charge through our investor relations website (investors.servicetitan.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we have electronically filed such material with, or furnished such material to, the SEC. 
+17

raw/filings/0001638826/2026/0001638826-26-000028/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+124

raw/filings/0001638833/2024/0001638833-25-000053/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001638833,SGRY,"Surgery Partners, Inc.",2024,10-K,2025-03-07,2024-12-31,2025-03-07T02:32:43.000Z,0001638833-25-000053,sgry-20241231.htm,10-K,11513774,1,1,https://www.sec.gov/Archives/edgar/data/1638833/000163883325000053/sgry-20241231.htm,https://www.sec.gov/Archives/edgar/data/1638833/000163883325000053/

raw/filings/0001638833/2024/0001638833-25-000053/item1.txt

@@ -0,0 +1,147 @@
+Item 1. Business 
+Overview 
+Surgery Partners, Inc., a Delaware corporation, acting through its subsidiaries, owns and operates a national network of surgical facilities and ancillary services. Unless the context otherwise indicates, Surgery Partners, Inc. and its subsidiaries are referred to herein as "Surgery Partners," "we," "us," "our" or the "Company." 
+We are a leading healthcare services company with an integrated outpatient delivery model focused on providing high-quality, cost-effective solutions for surgical and related ancillary care in support of both patients and physicians. We are one of the largest and fastest growing surgical services businesses in the United States ("U.S."), with more than 200 locations in 31 states, including ambulatory surgery centers ("ASCs"), short-stay surgical hospitals ("surgical hospitals"), and multi-specialty physician practices, among others. Patient services provided in our ASCs and surgical hospitals (collectively, "surgical facilities" or "facilities") generated approximately $3.1 billion in revenue during 2024. 
+Our Growth Strategies 
+Our differentiated operating model employs a multifaceted strategy to grow revenue, earnings and cash flow. We believe the following are key components to this strategy: 
+• Deliver outstanding patient care and clinical outcomes; 
+• Continue to execute and expand upon our physician engagement strategy in attractive markets; 
+• Become the partner of choice for physicians seeking to become or stay independent; 
+• Become the employer of choice by attracting, engaging, retaining, developing and promoting talent; 
+• Drive organic growth at existing facilities through targeted physician recruitment, service line expansion and implementing our efficient operating model; 
+• Seek partnership opportunities with payors to make health care more affordable for their members; 
+• Continue our disciplined acquisition strategy; 
+• Offer new services to provide a more comprehensive continuum of care; and 
+• Enhance operational efficiencies and productivity by delivering on integration; 
+• Seek strategic relationship opportunities with health care systems looking to develop and/or enhance their ambulatory surgery footprint to better meet the needs of their patients and medical staff. 
+In addition, we believe favorable industry trends such as an aging population, advancements in medical technology and payor and government encouragement to move high acuity procedures from acute care to our lower cost sites of care will further drive growth. 
+Total Addressable Market 
+Based on management estimates, we believe that the total U.S. outpatient surgical facility market represents greater than $90 billion in annual revenue, including greater than $55 billion of hospital outpatient department procedures and $35 billion of ambulatory surgical center procedures, and we believe that ASCs are capturing an increasing share of the total surgical procedure market. We estimate that as a result of this trend, total annual procedure volume is expected to grow over the next few years by approximately 2% in hospital outpatient departments and by approximately 6% in ASCs, while inpatient procedures will decline by approximately 2% during the same period. In addition, we believe that approximately $60 billion of inpatient surgical cases have the potential to move to outpatient surgery centers, which, together with procedures performed at hospital outpatient departments and ASCs, represents what we believe is a total addressable market of approximately $150 billion. 
+Operations 
+During 2024 and 2023, we operated in one reportable segment, Surgical Facilities, which includes the operation of ASCs, surgical hospitals, anesthesia services, urgent care facilities and multi-specialty physician practices. Our surgical facilities primarily provide non-emergency surgical procedures across many specialties, including, among others, orthopedics and pain management, ophthalmology, gastroenterology ("GI") and general surgery. 
+Surgical Facilities 
+Operations 
+As of December 31, 2024, we owned or operated 161 surgical facilities, including 142 ASCs and 19 licensed surgical hospitals. Our Surgical Facilities contributed substantially all of our total revenue in 2024, 2023 and 2022. 
+1 
+Table of Contents 
+Our typical ASC is a free-standing facility that performs planned surgical procedures on an outpatient basis for patients not requiring hospitalization and for whom an overnight stay is not expected after surgery. Each ASC usually has one to seven operating or procedure rooms with areas for reception, pre-operative care, recovery and administration. The staff of our ASCs generally includes a center administrator, registered nurses, operating room technicians, as well as other administrative staff. 
+Our surgical hospitals primarily focus on providing non-emergency, scheduled surgical procedures, with a focus on less complex, elective surgeries that have shorter recovery times. Although some of these facilities may include emergency departments, they are generally not equipped to handle a broad spectrum of patient needs, including critical and traumatic injuries. 
+We operate both multi-specialty and single-specialty facilities. In multi-specialty facilities, a variety of surgical procedures are performed, including, among others, orthopedics and pain management, gastroenterology, ophthalmology, and general surgery. We have diversified the mix of procedures performed at our facilities by strategically introducing select specialties that will complement existing services. In many cases, we keep certain facilities as single-specialty where it suits an individual facility or market demand. 
+We provide each of our surgical facilities with a full range of financial, marketing and operating services. For example, our regional managed care directors assist the local management team at each of our surgical facilities in developing relationships with private insurance payors and negotiating private insurance contracts. 
+Ownership Structure 
+We own and operate our surgical facilities through partnerships or limited liability companies with physicians, physician groups and health care systems. In some instances, we acquire ownership in a surgical facility with the prior owners retaining ownership, and, in some cases, we offer new ownership to other physicians or health care systems. Of the 161 surgical facilities that were operational as of December 31, 2024, we hold majority ownership in 83 of these surgical facilities and consolidated 118 for financial reporting purposes. We provide day-to-day management services for a majority of our surgical facilities pursuant to a management agreement and receive a management fee that is typically equal to a percentage of the facility revenue. We also provide intercompany loans to some of the surgical facilities which often are secured by a pledge of assets of the facility. 
+Strategic Relationships 
+When attractive opportunities arise, we may develop, acquire or operate surgical facilities through strategic relationships with payors, health care systems, and other health care providers. We believe that forming such strategic relationships can enhance our ability to attract physicians and access favorable private insurance contracts for our surgical facilities in that market. 
+The strategic relationships through which we own and operate surgical facilities are governed by partnership and operating agreements that generally are comparable to the partnership and operating agreements of the other surgical facilities in which we own an interest. The primary difference between the structure of these strategic relationships and the other surgical facilities in which we hold an equity interest is that, in these strategic relationships, a health care system holds ownership in the surgical facility in addition to physician investors. In each of these strategic relationships, we have also entered into a management agreement under which we provide day-to-day management services for a management fee equal to a percentage of the revenues of the surgical facility. The terms of those management agreements are comparable to the terms of our management agreements with other surgical facilities in which we own an equity interest. 
+Sources of Revenue 
+Revenue from our consolidated surgical facilities is earned from facility fees related to health care services performed in our surgical facilities and is included in our patient service revenues. The fee charged for surgical services varies depending on the type of service provided, but usually includes all charges for usage of an operating room, a recovery room, special equipment, supplies, nursing staff and/or medications. Our fees do not typically include professional fees charged by the patient's surgeon, anesthesiologist or other attending physician, which are billed directly by such physicians. Management fees received from our non-consolidated surgical facilities for management services provided are included in other service revenues. 
+We are dependent upon government and private insurance sources of payment for the services we provide. The amounts that our surgical facilities receive in payment for their services may be adversely affected by market and cost factors as well as other factors over which we have no control, including Medicare, Medicaid and state regulations, cost containment and utilization decisions and reduced reimbursement schedules of private insurance payors. 
+2 
+Table of Contents 
+The following table sets forth the percentage of total patient service revenues for our consolidated surgical facilities by type of payor for the periods indicated: 
+Year Ended December 31, 
+2024 2023 2022 
+Private Insurance 53.5 % 52.5 % 51.5 % 
+Government 41.1 % 41.8 % 42.3 % 
+Self-pay 2.7 % 2.5 % 2.6 % 
+Other 2.7 % 3.2 % 3.6 % 
+Total patient service revenues 100.0 % 100.0 % 100.0 % 
+We receive reimbursement from Medicare for surgical services based on three different payment systems depending on the site of service: outpatient surgical services generally provided in our ASCs, hospital outpatient surgical services and hospital inpatient surgical services. 
+Medicare Reimbursement - Hospital Inpatient Services 
+Nineteen of our surgical facilities are licensed as hospitals. Most inpatient services provided by hospitals are reimbursed by Medicare under the inpatient prospective payment system ("IPPS"). Under the IPPS, a hospital receives a fixed amount for inpatient hospital services based on each patient's final assigned Medicare-severity diagnosis related group ("MS-DRG"). Each MS-DRG is assigned a payment rate that is prospectively set by the Centers for Medicare and Medicaid Services ("CMS") using national average resources used per case for treating a patient with a particular diagnosis. This assignment also affects the prospectively determined capital rate paid with each MS-DRG. MS-DRG and capital payments are adjusted by a predetermined geographic adjustment factor assigned to the geographic area in which the hospital is located. The index used to adjust the MS-DRG rates, known as the "hospital market basket index," gives consideration to the inflation experienced by hospitals in purchasing goods and services. 
+On August 1, 2024, CMS published the IPPS final rule for federal fiscal year ("FFY") 2025, which began on October 1, 2024. Under the FFY 2025 final rule, rates for inpatient stays in hospitals paid under the IPPS that successfully report certain quality data under the Hospital Inpatient Quality Reporting ("IQR") Program and demonstrate meaningful use of certified electronic health record ("EHR") technology will be increased by 2.9%. Those hospitals that do not successfully report quality data under the IQR Program (but are meaningful EHR users) would be subject to a one-fourth reduction in their annual payment update. In addition to the IQR Program, hospitals will be subject to payment adjustments under the Value Based Purchasing Program, Readmissions Reduction Program and Hospital Acquired Conditions Reduction Programs that have been implemented by the Department of Health and Human Services ("HHS"). 
+Medicare Reimbursement - Hospital Outpatient Departments 
+Surgical services that are provided in hospital outpatient departments ("HOPDs") generally are reimbursed by CMS using the Outpatient Prospective Payment System (the "OPPS"). The OPPS, established by the Secretary of HHS, determines payment amounts prospectively (generally the following calendar year) for various categories of medical services performed in HOPDs. On November 1, 2024, CMS published its OPPS final rule for 2025. The final rule provides for a payment rate increase of 2.9%. Hospitals that do not meet the reporting requirements of the Medicare Hospital Outpatient Quality Reporting Program will be subject to a 2.0% payment rate decrease. 
+As a result of legislative changes related to off-campus HOPDs, certain off-campus HOPDs that began billing under the OPPS (or underwent certain changes) on or after November 2, 2015 are no longer paid for most services under the OPPS. Instead, these facilities are paid under the Medicare Physician Fee Schedule ("MPFS"), which typically results in lower reimbursements. Services provided in a dedicated emergency department are still paid under the OPPS. This change has not significantly affected reimbursement to any of our HOPDs, but we cannot assure you that our HOPDs will not be impacted in the future. 
+Medicare Reimbursement - ASCs 
+Payments under the Medicare program to ASCs are also made based on the OPPS; however, the payment received from CMS is a percentage of the payment to HOPDs. Reimbursement rates for ASCs are updated annually based on changes in the consumer price index offset by multifactor productivity adjustments. Based on the OPPS Final Rule, ASC reimbursement rates will increase by 2.9% for 2025. CMS has established the Ambulatory Surgical Center for Quality Reporting ("ASCQR") Program as a pay-for-reporting, quality data program. Our ASCs that participate in the ASCQR Program receive the full annual update to the ASC payment rate. Those ASCs that do not successfully report quality data under the ASCQR Program may receive a payment reduction. 
+Annual Cost Reports 
+Hospitals participating in Medicare and Medicaid programs, whether paid on a reasonable cost basis or under a prospective payment system, may be required to meet certain financial reporting requirements. Federal and, where applicable, state regulations require submission of annual cost reports identifying medical costs and expenses associated with the services provided by each hospital to Medicare beneficiaries and Medicaid recipients. Annual cost reports required under the Medicare and Medicaid programs are subject to routine governmental audits. These audits may result in adjustments to the amounts ultimately determined to be payable to us under these 
+3 
+Table of Contents 
+reimbursement programs. Finalization of these audits often takes several years. Providers may appeal any final determination made in connection with an audit. While ASCs are not currently subject to federal cost reporting requirements, it is possible that such requirements, which could be costly for us, will be implemented by CMS in the future. 
+Acquisition and Development Programs 
+Acquisition Program. In addition to our operational strategy, we continuously evaluate opportunities to expand our presence in the surgical facility market by making strategic acquisitions of existing surgical facilities and by developing new surgical facilities in cooperation with local physician partners and, when appropriate, health care systems and other strategic partners. We generally structure our partnerships where either we are a majority owner partnered with physicians or we are a minority owner with buy-up rights. These buy-up rights give us the option to own a controlling interest at some point in the future. Alternatively, we may choose to pursue a strategic relationship with physicians and a health care system. 
+We employ a dedicated acquisition team with experience in health care services. Our team seeks to acquire surgical facilities that meet our criteria, including prominence and quality of physician partners, specialty mix, opportunities for growth, level of competition in the local market, level of private insurance penetration and our ability to access private insurance contracts. We carefully evaluate each of our acquisition opportunities through an extensive due diligence process to determine which facilities have the greatest potential for growth and profitability improvements under our operating structure. Our team may also identify opportunities to attract additional physicians to increase the acquired facility’s revenues and profitability. 
+Development Program. We develop surgical facilities in markets that we identify as having substantial interest by physicians and payors. We have experience in developing both single and multi-specialty surgical facilities. When we develop a new surgical facility, we generally provide all of the services necessary to complete the project. We offer in-house capabilities for structuring partnerships and financing facilities and work with architects and construction firms in the design and development of surgical facilities. Before and during the development phase of a new surgical facility, we analyze the competitive environment in the local market, review market data to identify appropriate services to provide, prepare and analyze financial forecasts, evaluate regulatory and licensing issues and assist in designing the surgical facility and identifying appropriate equipment to purchase or lease. After a surgical facility is developed, we typically provide general startup operational support, including information systems, equipment procurement and financing. 
+Marketing 
+We primarily direct our sales and marketing efforts at physicians who would utilize our surgical facilities. Marketing activities directed at physicians and other health care providers are coordinated locally by the individual surgical facility and are supplemented by dedicated corporate personnel. These activities generally emphasize the benefits offered by our surgical facilities compared to other facilities in the market, such as the proximity of our surgical facilities to physicians’ offices, the ability to schedule consecutive cases without preemption by inpatient or emergency procedures, the efficient turnaround time between cases, our advanced surgical equipment and our simplified administrative procedures. Although the facility administrator is the primary point of contact, physicians who utilize our surgical facilities are important sources of recommendations to other physicians regarding the benefits of using our surgical facilities. Recruiting teams develop a target list of physicians, and we continually review our progress in successfully recruiting additional local physicians. 
+We also market our surgical facilities directly to private insurance payors via our contracting and credentialing programs. Payor marketing activities conducted by our corporate office management and facility administrators emphasize the high quality of care, cost advantages and convenience of our surgical facilities, and are focused on making each surgical facility an approved provider under local managed care plans. 
+Competition 
+In each market in which we operate a surgical facility, we compete with hospitals and operators of other surgical facilities to attract physicians and patients. We believe that the competitive factors that affect our surgical facilities’ ability to compete for physicians are convenience of location of the surgical facilities, quality of care offered, convenience of scheduling, professionalism and cleanliness of facilities, access to capital and participation in private insurance programs. In addition, we believe our national prominence, scale and reputation are instrumental in attracting physicians. We believe that our surgical facilities attract patients based upon our quality of care, the specialties and reputations of the physicians who operate in our surgical facilities, participation in managed care programs, ease of access and convenient scheduling and registration procedures. 
+In developing or acquiring existing surgical facilities, we compete with other public and private surgical facility and hospital companies. Several large national companies own and/or manage surgical facilities, in some cases in connection with other lines of business with which we do not compete, including HCA Healthcare, Inc., AMSURG Corp., Tenet Healthcare Corporation and Optum, Inc. We also face competition from local hospitals, physicians and other providers who may compete with us in the ownership and operation of surgical facilities, as well as the trend of physicians choosing to perform procedures in an office-based setting rather than in a surgical facility. 
+Seasonality 
+Our revenue fluctuates based on the number of business days in each calendar quarter, because the majority of services provided by physicians in our surgical facilities consist of scheduled procedures and office visits that occur during weekday business hours. In addition, 
+4 
+Table of Contents 
+revenue in the fourth quarter could also be impacted by an increased utilization of services due to annual deductibles which are not usually met until later in the year and also as patients utilize their health care benefits before they expire at year-end. 
+Human Capital Resources 
+At December 31, 2024, we had approximately 15,000 employees, including full-time and part-time employees. None of our employees are represented by a collective bargaining agreement. Our mission is to enhance patient quality of life through partnership. We appreciate that our colleagues are key to creating value and believe that we have a good relationship with them. We are subject to various state and federal laws that regulate wages, hours, benefits and other terms and conditions relating to employment. 
+We have established, and continue to enhance and refine, a comprehensive set of practices for engaging, recruiting, developing, managing and optimizing the human resources of our organization. In general, we seek to attract, develop and retain an engaged workforce and improve talent management processes accordingly. We offer a competitive range of compensation and benefit programs. We also are committed to the health and safety of our patients, employees, and medical staff. Our code of conduct promotes integrity, accountability and transparency, among other high ethical standards and a focus on employee welfare. 
+Our surgical facilities are staffed by licensed physicians, and our operations are dependent on the efforts, abilities and experience of our physicians and clinical personnel. We generally do not enter into contracts with physicians who use our surgical facilities, other than partnership and operating agreements with physicians who own interests in our surgical facilities, agreements for anesthesiology services and medical director agreements. Most physicians are not employees of our surgical facilities and are not contractually required to use our facilities. Physicians who use our surgical facilities also use other facilities or hospitals and may choose to perform procedures in an office-based setting that might otherwise be performed at our surgical facilities. We compete with other health care providers, primarily hospitals and other surgical facilities, in attracting physicians to utilize our surgical facilities, nurses and medical staff to support our surgical facilities, recruiting and retaining qualified management and support personnel responsible for the daily operations of each of our facilities. 
+Our surgical facilities, like most healthcare providers, have experienced rising labor costs. In several markets, nurse and medical support personnel availability has become a significant operating issue to healthcare providers. To address this challenge, we have implemented several initiatives to improve engagement, retention, recruiting, compensation programs and productivity. We may be required to continue to enhance wages and benefits to recruit and retain nurses and other medical support personnel or to hire more expensive temporary or contract personnel. As a result, our labor costs could continue to increase. We also depend on the available labor pool of semi-skilled and unskilled employees in each of the markets in which we operate. 
+We believe our colleagues are vital contributors to our success. We devote significant resources to attract, develop, retain and accelerate our workforce. We strive to live all our values, including demonstrating compassion and kindness in all that we do. We are committed to promoting an inclusive and kind culture through diversity of thoughts and backgrounds, recognizing the value these experiences bring to our colleagues, physicians, patients and communities. We believe this creates an engaged workforce that feels a sense of belonging in the wonderful work they carry out for patients and communities alongside colleagues and providers. 
+Environmental 
+We are subject to various federal, state and local laws and regulations relating to the protection of the environment and human health and safety, including those governing the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and the maintenance of a safe workplace. Our operations include the use, generation and disposal of hazardous materials. We may, in the future, incur liability under environmental statutes and regulations with respect to contamination of sites we own or operate (including contamination caused by prior owners or operators of such sites, adjoining properties or other persons) and the off-site disposal of hazardous substances. We believe that we have been and are in substantial compliance with the terms of all applicable environmental laws and regulations and that we have no liabilities under environmental requirements that we would expect to have a material adverse effect on our business, results of operations or financial condition (including our capital expenditures, earnings and competitive position). 
+Insurance 
+We maintain liability insurance in amounts that we believe are appropriate for our operations. Currently, we maintain professional, general and workers' compensation liability insurance in excess of self-insured retentions through third party commercial insurance carriers. We also maintain cyber insurance, business interruption insurance and property damage insurance. Coverage under certain of these policies is contingent upon the policy being in effect when a claim is made regardless of when the events which caused the claim occurred. 
+In addition, physicians who provide professional services in our surgical facilities are required to maintain separate malpractice coverage with defined minimum coverage limits. While we believe that our insurance policies are adequate in amount and coverage for our operations, we make no assurances that the insurance coverage is sufficient to cover all future claims or will continue to be available in adequate amounts or at a reasonable cost. 
+Private Insurance Payors 
+Most private third-party payors reimburse us for services pursuant to written contracts. These contracts generally require that we offer discounts from our established charges. In rare cases our payments come from private insurance payors with which we do not have written contracts. In those situations, commonly known as "out-of-network" services, we generally charge the patients the same co-payment or other patient responsibility amounts that we would have charged had we had a contract with the private insurance payor. We also submit a 
+5 
+Table of Contents 
+claim for the services to the private insurance payor along with full disclosure that we have charged the patient an in-network patient responsibility amount. 
+Governmental Regulation 
+General 
+We are subject to federal, state and local laws dealing with issues such as occupational safety, employment, medical leave, insurance regulations, civil rights, discrimination, building codes and medical waste and other environmental issues. Federal, state and local governments are expanding the regulatory requirements on businesses like ours. The imposition of these regulatory requirements may have the effect of increasing operating costs and reducing the profitability of our operations. 
+Certificates of Need, Licensure and Accreditation 
+Capital expenditures for the construction of new health care facilities, the addition of beds or new health care services or the acquisition of existing health care facilities may be reviewable by state regulators under statutory programs that are sometimes referred to as certificate of need laws. States with certificate of need laws restrict or otherwise require prior authorization for the construction and acquisition of health care facilities and the expansion of existing facilities and services. In these states, approvals, generally known as certificates of need, are required for capital expenditures exceeding certain preset monetary thresholds for the development, acquisition and/or expansion of certain facilities or services, including, in certain of these states, surgical facilities. Certificate of need laws are being challenged in many states across the country and any future changes could have positive and negative impacts on our business. We currently operate in 22 states that have certificate of need laws. 
+Our surgical facilities are subject to state licensing requirements. Although our surgical hospitals primarily or exclusively provide surgical services, they must meet all applicable requirements for general hospital licensure. In addition, based on the specific operations of our surgical facilities, some of these facilities maintain a pharmacy license, a controlled substance registration, a clinical laboratory certification waiver, and environmental protection permits for biohazards and/or radioactive materials, as required by applicable law. The failure to comply with these regulations and applicable licensing requirements could result in the suspension or revocation of a facility’s license. 
+As of December 31, 2024, the majority of our facilities were accredited by either The Joint Commission or the Accreditation Association for Ambulatory Health Care, two of the major national organizations that establish standards relating to the physical plant, administration, quality of patient care and operation of medical staffs of various types of health care facilities. The effect of accreditation by these organizations is to exempt the facilities from routine surveys by state agencies to determine compliance with CMS requirements. These accredited facilities are subject to periodic surveys by the accrediting organization to ensure that they are in compliance with the applicable standards. Many private insurance health plans require our facilities to be accredited by one or both of these organizations in order to be participating providers. Failure to maintain accreditation would cause a facility to become subject to state survey agency oversight and potentially subject to increased scrutiny by CMS, and could result in a loss of payment from private insurance health plans. 
+Affordable Care Act Repeal Efforts 
+Initiatives to repeal or modify the Patient Protection and Affordable Care Act (the "Affordable Care Act") have persisted over the past several years. As an example, the Tax and Jobs Act of 2017 effectively eliminated the tax penalty associated with the so-called "individual mandate," which required most individuals to obtain qualifying health insurance coverage or pay a tax penalty. As of December 31, 2024, however, further legislative efforts to repeal and replace the Affordable Care Act in full have not been successful. Nevertheless, we are unable to guarantee that future efforts, such as the adoption of any future federal or state health care reform legislation, or any ruling by a court with respect to the Affordable Care Act, will not have a negative financial impact on the Company. 
+Medicare and Medicaid Participation 
+The majority of our revenue is derived from third-party payors, including federal and state health care programs, such as Medicare and Medicaid, and private insurance payors. Continued participation in these programs, and in particular Medicare, is dependent on our continued compliance with regulations promulgated by HHS. 
+Federal law contains numerous provisions designed to ensure that services rendered by hospitals to Medicare and Medicaid patients meet professionally recognized standards, are medically necessary and that claims for reimbursement are properly filed. These provisions include a requirement that a sampling of admissions of Medicare and Medicaid patients must be reviewed by quality improvement organizations, which review the appropriateness of patient admissions and discharges, the quality of care provided, the validity of MS-DRG classifications and the appropriateness of cases of extraordinary length of stay or cost. Additionally, CMS has implemented a number of programs that use private contractors that contract with CMS to identify overpayments and underpayments and other potential sources of billing fraud. Our facilities and providers periodically receive letters from auditors contracted with CMS requesting repayment of alleged overpayments for services and incur expenses associated with responding to and appealing these determinations, as well as the costs of repaying any overpayments. Although all such repayments requested to date have been immaterial, we are unable to quantify the aggregate financial impact of these audits on our facilities given the pending appeals and uncertainty about the extent of future audits. 
+6 
+Table of Contents 
+Federal Anti-Kickback Statute and Medicare Fraud and Abuse Laws 
+The Social Security Act of 1935 includes provisions addressing false statements, illegal remuneration and other instances of fraud and abuse in federal health care programs. These provisions include the statute commonly known as the federal Anti-Kickback statute (the "Anti-Kickback Statute"). The Anti-Kickback statute prohibits providers and others from, among other things, soliciting, receiving, offering or paying, directly or indirectly, any remuneration in return for either making a referral for, or ordering or arranging for, or recommending the order of, any item or service covered by a federal health care program, including, but not limited to, the Medicare and Medicaid programs. Violations of the Anti-Kickback Statute are criminal offenses punishable by imprisonment and fines of up to $100,000 for each violation. Civil violations are punishable by fines of up to $50,000 for each violation, as well as damages of up to three times the total amount of remuneration received from the government for health care claims. Violations may further result in civil monetary penalties and exclusion from state and federal health care programs. An arrangement may violate the Anti-Kickback Statute even if only one purpose – as opposed to the primary purpose – of the arrangement is to induce referrals. Specific intent to violate the statute is not required for a violation to occur. 
+Under regulations issued by the Office of the Inspector General of HHS (the "OIG"), certain types of arrangements involving remuneration are deemed not to violate the Anti-Kickback Statute (commonly referred to as the safe harbors). The safe harbor regulations outline standards that, if complied with, protect conduct that might otherwise be deemed in violation of the Anti-Kickback Statute. The failure of a particular business arrangement to comply with a safe harbor does not determine whether the arrangement violates the Anti-Kickback Statute. Instead, when a transaction or relationship does not fit within a safe harbor, the facts and circumstances as well as the intent of the parties related to a specific transaction or relationship must be examined to determine whether or not any illegal conduct has occurred. 
+Physician-owners of our surgical facilities are in a position to generate referrals to the facilities, potentially subjecting the distribution of available cash to those investors to scrutiny under the Anti-Kickback Statute. Because the ownership and operations of our surgical facilities may not fit wholly within any of the safe harbors, we attempt to structure our surgical facilities, and in particular our ASCs, to fit as closely as possible within the safe harbor designed to protect distributions to physician-investors in ASCs who directly refer patients to the ASC and personally perform the procedures at the center as an extension of their practice (the "ASC Safe Harbor"). However, we believe that the ownership and operations of our surgical facilities will not fully satisfy the ASC Safe Harbor requirements for investment interests in ASCs because, among other things, we or one of our subsidiaries will generally be an investor in and provide management services to each ASC. While we believe our ASCs would nonetheless be found to be compliant with the Anti-Kickback Statute, we cannot assure you that the OIG would view our activities favorably even though we strive to achieve compliance with the remaining elements of this safe harbor. 
+In addition, although we expect each physician-investor to utilize the ASCs as an extension of his or her practice and ask each physician-investor to certify this practice, we cannot assure you that all physician-investors will do so in a manner consistent with the requirements of the ASC Safe Harbor. Interests in our ASC joint ventures are purchased at what we believe to be fair market value. Investors who purchase at a later time generally pay more for a given percentage interest than founding investors. The result is that while all investors are paid distributions in accordance with their ownership interests, for ASCs where there are later purchases, we cannot meet the safe harbor requirement that return on investment is directly proportional to the amount of capital investment. The OIG has on several occasions reviewed investments relating to ASCs, and in Advisory Opinion No. 07-05 (June 19, 2007), raised concerns that (a) purchases of interests from physicians might yield gains on investment rather than capital infusion to the ASCs, (b) such purchases could be meant to reward or influence the selling physicians’ referrals to the ASC or the hospital, and (c) such returns might not be directly proportional to the amount of capital invested. For similar reasons, our hospital investments do not fit wholly within the safe harbor for investments in small entities because certain of the investment interests are held by investors who are either in a position to refer to the hospital or who provide services to the hospital and because the hospital’s gross revenues are derived from referrals generated by those investors. However, we believe our surgical facilities comply with the remaining elements of their respective safe harbors. 
+Our financial relationships with potential referral sources could potentially be scrutinized under the Anti-Kickback Statute. We have entered into management agreements to manage the majority of our surgical facilities and physician practices. Most of these agreements call for our subsidiary to be paid a percentage of revenue-based management fee. Although there is a safe harbor for personal services and management contracts (the "Personal Services and Management Safe Harbor"), the Personal Services and Management Safe Harbor requires, among other things, that the amount of the aggregate compensation paid to the manager over the term of the agreement be set in advance. Because our management fees are generally based on a percentage of revenue, our management agreements do not typically meet this requirement. We do, however, believe that our management arrangements satisfy the other requirements of the Personal Services and Management Safe Harbor for personal services and management contracts. The OIG has taken the position in several advisory opinions that percentage-based management agreements are not protected by a safe harbor, and consequently, may violate the Anti-Kickback Statute. We have implemented formal compliance programs designed to safeguard against overbilling and believe that our management agreements comply with the requirements of the Anti-Kickback Statute. However, we cannot assure you that the OIG would find our compliance programs to be adequate or that our management agreements would be found to comply with the Anti-Kickback Statute. 
+Certain of our ASCs have entered into arrangements for professional services, including arrangements for anesthesia services. In a Special Advisory Bulletin issued in April 2003, the OIG focused on "questionable" contractual arrangements where a health care provider in one line of business (the "Owner") expands into a related health care business by contracting with an existing provider of a related item or service (the "Manager/Supplier") to provide the new item or service to the Owner’s existing patient population, including federal health 
+7 
+Table of Contents 
+care program patients (so called "suspect Contractual Joint Ventures"). The Manager/Supplier not only manages the new line of business, but may also supply it with inventory, employees, space, billing, and other services. In other words, the Owner contracts out substantially the entire operation of the related line of business to the Manager/Supplier-otherwise a potential competitor-receiving in return the profits of the business as remuneration for its referrals. Through an Advisory Opinion, the OIG extended this suspect contractual joint venture analysis to arrangements between anesthesiologists and physician owners of ASCs. In Advisory Opinion No. 12-06 (May 25, 2012), the OIG concluded that certain proposed arrangements between anesthesia groups and physician-owned ASCs could result in prohibited remuneration under the federal Anti-Kickback Statute. We believe our arrangements for anesthesia services are distinguishable from those described in Advisory Opinion 12-06 (May 25, 2012) and are in compliance with the requirements of the federal Anti-Kickback Statute. However, we cannot assure you that regulatory authorities would agree with that position. 
+We also may guarantee a surgical facility’s third-party debt financing and certain lease obligations as part of our obligations under a management agreement. Physician investors are generally not required to enter into similar guarantees. The OIG might take the position that the failure of the physician investors to enter into similar guarantees represents a special benefit to the physician investors given to induce patient referrals and that such failure constitutes a violation of the Anti-Kickback Statute. We believe that the management fees (and in some cases guarantee fees) are adequate compensation to us for the credit risk associated with the guarantees and that the failure of the physician investors to enter into similar guarantees does not create a material risk of violating the Anti-Kickback Statute. However, the OIG has not issued any guidance in this regard. 
+Evolving interpretations of current, or the adoption of new, federal or state laws or regulations could affect many of our arrangements. Law enforcement authorities, including the OIG, the courts and Congress, are increasing their scrutiny of arrangements between health care providers and potential referral sources to ensure that the arrangements are not designed as a mechanism to exchange remuneration for patient care referrals or opportunities. Investigators have also demonstrated a willingness to look behind the formalities of a business transaction to determine the underlying purposes of payments between health care providers and potential referral sources. 
+Federal Physician Self-Referral Law 
+The federal physician self-referral law (the "Stark Law") prohibits physicians (as well as chiropractors, optometrists, dentists and podiatrists) from referring patients to an entity with which the practitioner or a member of his or her immediate family has a "financial relationship" for the provision of certain "designated health services" that are paid for in whole or in part by Medicare or Medicaid unless an exception applies. "Designated health services" include inpatient and outpatient hospital services, clinical laboratory services and radiology services. The term "financial relationship" is broadly defined and includes most types of ownership and compensation relationships. The Stark Law also prohibits the entity from seeking payment from Medicare or Medicaid for services that are rendered through a prohibited referral. If an entity is paid for services provided through a prohibited referral, it may be required to refund the payments. Violations of the Stark Law may also result in the imposition of damages equal to three times the amount improperly claimed and civil monetary penalties of up to $15,000 per prohibited claim and $100,000 per prohibited circumvention scheme and exclusion from participation in the Medicare and Medicaid programs. 
+Notably, "designated health services" does not include surgical services that are provided in an ASC. Furthermore, Stark Law regulations specifically define the term "designated health services" to not include services that are reimbursed by Medicare as part of a composite rate, such as services that are provided in an ASC. However, if designated health services are provided by an ASC and separately billed, referrals to the ASC by a physician-investor would be prohibited by the Stark Law. Because our facilities that are licensed as ASCs do not have independent laboratories and do not provide designated health services apart from surgical services, we do not believe referrals to these facilities by physician-investors are prohibited. If legislation or regulations are implemented that prohibit physicians from referring patients to surgical facilities in which the physician has a beneficial interest, our business and financial results could be materially adversely affected. 
+The Stark Law currently includes the Whole Hospital Exception, as modified by the Affordable Care Act, which governs physician ownership of a hospital and requires, among other things, that such ownership is in the whole hospital, the physician is authorized to perform services at the hospital, and the ownership predates December 31, 2010. We believe that physician investments in our facilities licensed as hospitals meet the requirements of the Whole Hospital Exception. We cannot predict whether amendments to the Whole Hospital Exception will be included in any future legislation, including a repeal of the Affordable Care Act, or if Congress will adopt any similar provisions that would prohibit or otherwise restrict physicians from holding ownership interests in hospitals. Any such changes could have an adverse effect on our financial condition and results of operations. 
+State Regulation 
+Many of the states in which our surgical facilities operate have adopted statutes and/or regulations that prohibit the payment of kickbacks or any type of remuneration in exchange for patient referrals and that prohibit health care providers from, in certain circumstances, referring a patient to a health care facility in which the provider has an ownership or investment interest. While these statutes generally mirror the federal Anti-Kickback Statute and Stark Law, they vary widely in their scope and application. Some are specifically limited to health care services that are paid for in whole or in part by the Medicaid program; others apply to all health care services regardless of payor; and others apply only to state-defined designated services, which may differ from the designated health services under the Stark Law. In addition, many states have adopted statutes that mirror the False Claims Act and that prohibit the filing of a false or fraudulent claim with a state governmental agency. We intend to comply with all applicable state health care laws, rules and regulations. However, these laws, rules and regulations have typically been the subject of limited judicial and regulatory interpretation. As 
+8 
+Table of Contents 
+a result, we cannot assure you that our surgical facilities will not be investigated or scrutinized by the governmental authorities empowered to do so or, if challenged, that their activities would be found to be lawful. A determination of non-compliance with the applicable state health care laws, rules, and regulations could subject our surgical facilities to civil and criminal penalties and could have a material adverse effect on our operations. 
+Federal and State Privacy and Security Requirements 
+We are subject to the Medicare Patient and Program Protection Act of 1987, as amended by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act"), which was enacted as part of The American Recovery and Reinvestment Act of 2009. The HITECH Act strengthened the requirements and significantly increased the penalties for violations of the HIPAA privacy and security regulations. The HIPAA privacy standards apply to individually identifiable information held or disclosed by a covered entity in any form, whether communicated electronically, on paper or orally. These standards require our compliance with rules governing the use and disclosure of this health information. They create rights for patients in their health information and they require us to impose these rules, by contract, on any business associate to whom we disclose such information in order to perform functions on our behalf. The HIPAA security standards require us to establish and maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the integrity, confidentiality and the availability of electronic protected health and related financial information. Although the security standards do not reference or advocate a specific technology, and covered health care providers, plans and clearinghouses have the flexibility to choose their own technical solutions, the security standards have required us to implement significant new systems, business procedures and training programs. 
+Violations of the HIPAA privacy and security regulations may result in civil and criminal penalties. The HITECH Act strengthened the requirements of the HIPAA privacy and security regulations and significantly increased the penalties for violations by introducing a tiered penalty system, with penalties of up to $50,000 per violation with a maximum civil penalty of $1.5 million in a calendar year for violations of the same requirement. However, a single breach incident can result in violations of multiple requirements, resulting in possible penalties well in excess of $1.5 million. The HITECH Act authorizes State Attorneys General to bring civil actions seeking either an injunction or damages in response to violations of HIPAA privacy and security regulations. We expect vigorous enforcement of the HITECH Act’s requirements by HHS and State Attorneys General. HHS has allocated increased funding towards HIPAA enforcement activity and such enforcement activity has seen a marked increase over recent years. We cannot predict whether our surgical facilities will be able to comply with future rules and are unable to predict the financial impact to our surgical facilities in implementing the requirements under such rules if and when they take effect. 
+Our facilities also remain subject to any state laws that relate to privacy or the reporting of data breaches that are more restrictive than the regulations issued under HIPAA and the requirements of the HITECH Act. For example, various state laws and regulations may require us to notify affected individuals in the event of a data breach involving certain personal information, such as social security numbers, dates of birth and credit card information. 
+In response to the increasing number of cyberattacks targeting the healthcare sector, HHS issued a Notice of Proposed Rulemaking on January 6. 2025 aimed at enhancing HIPAA security regulations. If these proposed regulatory changes are enacted, our surgical facilities will need to comply with the new security standards, potentially incurring significant costs to implement necessary changes. 
+Emergency Medical Treatment and Active Labor Act 
+Our surgical hospitals are subject to the Emergency Medical Treatment and Active Labor Act ("EMTALA"). This federal law requires any hospital that participates in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency department for treatment and, if the patient is suffering from an emergency medical condition, to either stabilize that condition or make an appropriate transfer of the patient to a facility that can handle the condition. The obligation to screen and stabilize emergency medical conditions or transfer exists regardless of a patient’s ability to pay for treatment. Off-campus facilities such as surgery centers that lack emergency departments or otherwise do not treat emergency medical conditions generally are not subject to EMTALA. They must, however, have policies in place that explain how the location should proceed in an emergency situation, such as transferring the patient to the closest hospital with an emergency department. There are severe penalties under EMTALA if a hospital fails to screen or appropriately stabilize or transfer a patient or if the hospital delays appropriate treatment in order to first inquire about the patient’s ability to pay, including civil monetary penalties and exclusion from participation in the government health care programs. In addition, an injured patient, the patient’s family or a medical facility that suffers a financial loss as a direct result of another hospital’s violation of the law can bring a civil suit against that other hospital. CMS has actively enforced EMTALA and has indicated that it will continue to do so in the future. We believe that our surgical hospitals comply with EMTALA. With respect to our hospitals that do not have an emergency room, those hospitals maintain a protocol for the transfer of patients requiring emergency treatment. While we believe such protocols satisfy CMS requirements, we are unable to guarantee that CMS would not interpret such protocols to be inconsistent with EMTALA requirements, potentially jeopardizing each facility's participation in the Medicare program. 
+Clinical Laboratory Regulation 
+Our clinical laboratories are subject to federal oversight under the Clinical Laboratory Improvement Amendments of 1988 ("CLIA") which extends federal oversight to virtually all clinical laboratories by requiring that they be certified by the federal government or by a federally-approved accreditation agency. CLIA requires that all clinical laboratories meet quality assurance, quality control and personnel 
+9 
+Table of Contents 
+standards. Laboratories also must undergo proficiency testing and are subject to inspections. Standards for testing under CLIA are based on the complexity of the tests performed by the laboratory, with tests classified as "high complexity," "moderate complexity," or "waived." Laboratories performing high complexity testing are required to meet more stringent requirements than moderate complexity laboratories. Laboratories performing only waived tests, which are tests determined by the Food and Drug Administration to have a low potential for error and requiring little oversight, may apply for a certificate of waiver exempting them from most of the requirements of CLIA. Our operations also subject to state and local laboratory regulation. CLIA provides that a state may adopt laboratory regulations different from or more stringent than those under federal law, and a number of states have implemented their own laboratory regulatory requirements. State laws may require that laboratory personnel meet certain qualifications, specify certain quality controls, or require maintenance of certain records. We believe that we are in material compliance with all applicable laboratory requirements, but no assurances can be given that our laboratories will pass all future licensure or certification inspections. 
+Regulatory Compliance Program 
+We have in place and continue to enhance a company-wide compliance program that focuses on all areas of regulatory compliance including billing, reimbursement, cost reporting practices and contractual arrangements with referral sources. 
+This regulatory compliance program is intended to help ensure that high standards of conduct are maintained in the operation of our business and that policies and procedures are implemented so that employees act in compliance with applicable laws, regulations and company policies. Under the regulatory compliance program, every employee and certain contractors involved in patient care, and coding and billing, receive initial and periodic legal compliance and ethics training. In addition, we regularly monitor our ongoing compliance efforts and develop and implement policies and procedures designed to foster compliance with the law. The program also includes a mechanism for employees to report, without fear of retaliation, any suspected legal or ethical violations to their supervisors, designated compliance officers in our facilities, our compliance hotline or directly to our corporate compliance office. We believe our compliance program is consistent with standard industry practices. However, we cannot provide any assurances that our compliance program will detect all violations of law or protect against qui tam suits or government enforcement actions. 
+Where You Can Find More Information 
+We make available on or through the "Investors-SEC Filings" page of our website at www.surgerypartners.com, free of charge, copies of reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports (along with certain other Company filings with the SEC), as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Annual Report or any other document that we file with the SEC. 
+10 
+Table of Contents

raw/filings/0001638833/2024/0001638833-25-000053/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+43

raw/filings/0001638833/2025/0001638833-26-000008/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001638833,SGRY,"Surgery Partners, Inc.",2025,10-K,2026-03-02,2025-12-31,2026-03-02T22:11:59.000Z,0001638833-26-000008,sgry-20251231.htm,FORM 10-K,11403012,1,1,https://www.sec.gov/Archives/edgar/data/1638833/000163883326000008/sgry-20251231.htm,https://www.sec.gov/Archives/edgar/data/1638833/000163883326000008/

raw/filings/0001638833/2025/0001638833-26-000008/item1.txt

@@ -0,0 +1,152 @@
+Item 1. Business 
+Overview 
+Surgery Partners, Inc., a Delaware corporation, acting through its subsidiaries, owns and operates a national network of surgical facilities and ancillary services. Unless the context otherwise indicates, Surgery Partners, Inc. and its subsidiaries are referred to herein as "Surgery Partners," "we," "us," "our" or the "Company." 
+We are a leading healthcare services company with an integrated outpatient delivery model focused on providing high-quality, cost-effective solutions for surgical and related ancillary care in support of both patients and physicians. We are one of the largest and fastest growing surgical services businesses in the United States ("U.S."), with more than 200 locations in 30 states, including ambulatory surgery centers ("ASCs"), short-stay surgical hospitals ("surgical hospitals"), and multi-specialty physician practices, among others. Patient services provided in our ASCs and surgical hospitals (collectively, "surgical facilities" or "facilities") generated approximately $3.2 billion in revenue during 2025. 
+Our Growth Strategies 
+Our differentiated operating model employs a multifaceted strategy to grow revenue, earnings and cash flow. We believe the following are key components to this strategy: 
+• Deliver outstanding patient care and clinical outcomes; 
+• Continue to execute and expand upon our physician engagement strategy in attractive markets; 
+• Become the partner of choice for physicians seeking to become or stay independent; 
+• Become the employer of choice by attracting, engaging, retaining, developing and promoting talent; 
+• Drive organic growth at existing facilities through targeted physician recruitment, service line expansion and implementing our efficient operating model; 
+• Seek partnership opportunities with payors to make health care more affordable for their members; 
+• Continue our disciplined acquisition strategy; 
+• Offer new services to provide a more comprehensive continuum of care; and 
+• Enhance operational efficiencies and productivity by delivering on integration; 
+• Seek strategic relationship opportunities with health care systems looking to develop and/or enhance their ambulatory surgery footprint to better meet the needs of their patients and medical staff. 
+In addition, we believe favorable industry trends such as an aging population, advancements in medical technology and payor and government encouragement to move high acuity procedures from acute care to our lower cost sites of care will further drive growth. 
+Total Addressable Market 
+Based on management estimates, we believe that the total U.S. outpatient surgical facility market represents greater than $90 billion in annual revenue, including greater than $55 billion of hospital outpatient department procedures and $45 billion of ambulatory surgical center procedures, and we believe that ASCs are capturing an increasing share of the total surgical procedure market. We estimate that as a result of this trend, total annual procedure volume is expected to grow over the next few years by approximately 2% in hospital outpatient departments and by approximately 6% in ASCs, while inpatient procedures will decline by approximately 2% during the same period. In addition, we believe that approximately $50 billion of inpatient surgical cases have the potential to move to outpatient surgery centers, which, together with procedures performed at hospital outpatient departments and ASCs, represents what we believe is a total addressable market of approximately $150 billion. 
+Operations 
+During 2025 and 2024, we operated in one reportable segment, Surgical Facilities, which includes the operation of ASCs, surgical hospitals, anesthesia services, urgent care facilities and multi-specialty physician practices. Our surgical facilities primarily provide non-emergency surgical procedures across many specialties, including, among others, orthopedics and pain management, ophthalmology, gastroenterology ("GI") and general surgery. 
+Surgical Facilities 
+Operations 
+As of December 31, 2025, we owned or operated 176 surgical facilities, including 157 ASCs and 19 licensed surgical hospitals. Our Surgical Facilities contributed substantially all of our total revenue in 2025, 2024 and 2023. 
+1 
+Table of Contents 
+Our typical ASC is a free-standing facility that performs planned surgical procedures on an outpatient basis for patients not requiring hospitalization and for whom an overnight stay is not expected after surgery. Each ASC usually has one to seven operating or procedure rooms with areas for reception, pre-operative care, recovery and administration. The staff of our ASCs generally includes a center administrator, registered nurses, operating room technicians, as well as other administrative staff. 
+Our surgical hospitals primarily focus on providing non-emergency, scheduled surgical procedures, with a focus on less complex, elective surgeries that have shorter recovery times. Although some of these facilities may include emergency departments, they are generally not equipped to handle a broad spectrum of patient needs, including critical and traumatic injuries. 
+We operate both multi-specialty and single-specialty facilities. In multi-specialty facilities, a variety of surgical procedures are performed, including, among others, orthopedics and pain management, gastroenterology, ophthalmology, and general surgery. We have diversified the mix of procedures performed at our facilities by strategically introducing select specialties that will complement existing services. However, in many cases, we keep certain facilities as single-specialty where it suits an individual facility or market demand. 
+We provide each of our surgical facilities with a full range of financial, marketing and operating services. For example, our regional managed care directors assist the local management team at each of our surgical facilities in developing relationships with private insurance payors and negotiating private insurance contracts. 
+Ownership Structure 
+We own and operate our surgical facilities through partnerships or limited liability companies with physicians, physician groups and health care systems. In some instances, we acquire ownership in a surgical facility with the prior owners retaining ownership, and, in some cases, we offer new ownership to other physicians or health care systems. Of the 176 surgical facilities that were operational as of December 31, 2025, we hold majority ownership in 90 of these surgical facilities and consolidated 121 for financial reporting purposes. We provide day-to-day management services for a majority of our surgical facilities pursuant to a management agreement and receive a management fee that is typically equal to a percentage of the facility revenue. We also provide intercompany loans to some of the surgical facilities which often are secured by a pledge of assets of the facility. 
+Strategic Relationships 
+When attractive opportunities arise, we may develop, acquire or operate surgical facilities through strategic relationships with payors, health care systems, and other health care providers. We believe that forming such strategic relationships can enhance our ability to attract physicians and access favorable private insurance contracts for our surgical facilities in that market. 
+The strategic relationships through which we own and operate surgical facilities are governed by partnership and operating agreements that generally are comparable to the partnership and operating agreements of the other surgical facilities in which we own an interest. The primary difference between the structure of these strategic relationships and the other surgical facilities in which we hold an equity interest is that, in these strategic relationships, a health care system holds ownership in the surgical facility in addition to physician investors. In each of these strategic relationships, we have also entered into a management agreement under which we provide day-to-day management services for a management fee equal to a percentage of the revenues of the surgical facility. The terms of those management agreements are comparable to the terms of our management agreements with other surgical facilities in which we own an equity interest. 
+Sources of Revenue 
+Revenue from our consolidated surgical facilities is earned from facility fees related to health care services performed in our surgical facilities and is included in our patient service revenues. The fee charged for surgical services varies depending on the type of service provided, but usually includes all charges for usage of an operating room, a recovery room, special equipment, supplies, nursing staff and/or medications. Our fees do not typically include professional fees charged by the patient's surgeon, anesthesiologist or other attending physician, which are billed directly by such physicians. Management fees received from our non-consolidated surgical facilities for management services provided are included in other service revenues. 
+We are dependent upon government and private insurance sources of payment for the services we provide. The amounts that our surgical facilities receive in payment for their services may be adversely affected by market and cost factors as well as other factors over which we have no control, including Medicare, Medicaid and state regulations, cost containment and utilization decisions and reduced reimbursement schedules of private insurance payors. 
+2 
+Table of Contents 
+The following table sets forth the percentage of total patient service revenues for our consolidated surgical facilities by type of payor for the periods indicated: 
+Year Ended December 31, 
+2025 2024 2023 
+Private Insurance 52.3 % 53.5 % 52.5 % 
+Government 42.8 % 41.1 % 41.8 % 
+Self-pay 2.7 % 2.7 % 2.5 % 
+Other 2.2 % 2.7 % 3.2 % 
+Total patient service revenues 100.0 % 100.0 % 100.0 % 
+We receive reimbursement from Medicare for surgical services based on three different payment systems depending on the site of service: outpatient surgical services generally provided in our ASCs, hospital outpatient surgical services and hospital inpatient surgical services. 
+Medicare Reimbursement - Hospital Inpatient Services 
+Nineteen of our surgical facilities are licensed as hospitals. Most inpatient services provided by hospitals are reimbursed by Medicare under the inpatient prospective payment system ("IPPS"). Under the IPPS, a hospital receives a fixed amount for inpatient hospital services based on each patient's final assigned Medicare-severity diagnosis related group ("MS-DRG"). Each MS-DRG is assigned a payment rate that is prospectively set by the Centers for Medicare and Medicaid Services ("CMS") using national average resources used per case for treating a patient with a particular diagnosis. This assignment also affects the prospectively determined capital rate paid with each MS-DRG. MS-DRG and capital payments are adjusted by a predetermined geographic adjustment factor assigned to the geographic area in which the hospital is located. The index used to adjust the MS-DRG rates, known as the "hospital market basket index," gives consideration to the inflation experienced by hospitals in purchasing goods and services. 
+On August 8, 2025, CMS published the IPPS final rule for federal fiscal year ("FFY") 2026, which began on October 1, 2025. Under the FFY 2026 final rule, rates for inpatient stays in hospitals paid under the IPPS that successfully report certain quality data under the Hospital Inpatient Quality Reporting ("IQR") Program and demonstrate meaningful use of certified electronic health record ("EHR") technology will be increased by 2.6%. Those hospitals that do not successfully report quality data under the IQR Program (but are meaningful EHR users) would be subject to an approximate one-third reduction in their annual payment update. In addition to the IQR Program, hospitals will be subject to payment adjustments under the Value Based Purchasing Program, Readmissions Reduction Program and Hospital Acquired Conditions Reduction Programs that have been implemented by the Department of Health and Human Services ("HHS"). 
+Medicare Reimbursement - Hospital Outpatient Departments 
+Surgical services that are provided in hospital outpatient departments ("HOPDs") generally are reimbursed by CMS using the Outpatient Prospective Payment System (the "OPPS"). The OPPS, established by the Secretary of HHS, determines payment amounts prospectively (generally the following calendar year) for various categories of medical services performed in HOPDs. On November 21, 2025, CMS published its OPPS final rule for 2026. The final rule provides for a payment rate increase of 2.6%. Hospitals that do not meet the reporting requirements of the Medicare Hospital Outpatient Quality Reporting Program will be subject to a 2.0% payment rate decrease. 
+Certain off-campus HOPDs are paid under the Medicare Physician Fee Schedule ("MPFS"), which typically results in lower reimbursements. Services provided in a dedicated emergency department are still paid under the OPPS. 
+Medicare Reimbursement - ASCs 
+Payments under the Medicare program to ASCs are also made based on the OPPS; however, the payment received from CMS is a percentage of the payment to HOPDs. Reimbursement rates for ASCs are updated annually based on changes in the consumer price index offset by multifactor productivity adjustments. Based on the OPPS Final Rule, ASC reimbursement rates will increase by 2.6% for 2025. CMS has established the Ambulatory Surgical Center for Quality Reporting ("ASCQR") Program as a pay-for-reporting, quality data program. Our ASCs that participate in the ASCQR Program receive the full annual update to the ASC payment rate. Those ASCs that do not successfully report quality data under the ASCQR Program may receive a payment reduction. 
+Annual Cost Reports 
+Hospitals participating in Medicare and Medicaid programs, whether paid on a reasonable cost basis or under a prospective payment system, may be required to meet certain financial reporting requirements. Federal and, where applicable, state regulations require submission of annual cost reports identifying medical costs and expenses associated with the services provided by each hospital to Medicare beneficiaries and Medicaid recipients. Annual cost reports required under the Medicare and Medicaid programs are subject to routine governmental audits. These audits may result in adjustments to the amounts ultimately determined to be payable to us under these reimbursement programs. Finalization of these audits often takes several years. Providers may appeal any final determination made in connection with an audit. While ASCs are not currently subject to federal cost reporting requirements, it is possible that such requirements, which could be costly for us, will be implemented by CMS in the future. 
+3 
+Table of Contents 
+Acquisition and Development Programs 
+Acquisition Program. In addition to our operational strategy, we continuously evaluate opportunities to expand our presence in the surgical facility market by making strategic acquisitions of existing surgical facilities and by developing new surgical facilities in cooperation with local physician partners and, when appropriate, health care systems and other strategic partners. We generally structure our partnerships where either we are a majority owner partnered with physicians or we are a minority owner with potential buy-up opportunities. These buy-up opportunities in certain circumstances can give us the option to own a controlling interest at some point in the future. Alternatively, we may choose to pursue a strategic relationship with physicians and a health care system. 
+We employ a dedicated acquisition team with experience in health care services. Our team seeks to acquire surgical facilities that meet our criteria, including prominence and quality of physician partners, specialty mix, opportunities for growth, level of competition in the local market, level of private insurance penetration and our ability to access private insurance contracts. We carefully evaluate each of our acquisition opportunities through an extensive due diligence process to determine which facilities have the greatest potential for growth and profitability improvements under our operating structure. Our team may also identify opportunities to attract additional physicians to increase the acquired facility’s revenues and profitability. 
+Development Program. We develop surgical facilities in markets that we identify as having substantial interest by physicians and payors. We have experience in developing both single and multi-specialty surgical facilities. When we develop a new surgical facility, we generally provide all of the services necessary to complete the project. We offer in-house capabilities for structuring partnerships and financing facilities and work with architects and construction firms in the design and development of surgical facilities. Before and during the development phase of a new surgical facility, we analyze the competitive environment in the local market, review market data to identify appropriate services to provide, prepare and analyze financial forecasts, evaluate regulatory and licensing issues and assist in designing the surgical facility and identifying appropriate equipment to purchase or lease. After a surgical facility is developed, we typically provide general startup operational support, including information systems, equipment procurement and financing. 
+Marketing 
+We primarily direct our sales and marketing efforts at physicians who would utilize our surgical facilities. Marketing activities directed at physicians and other health care providers are coordinated locally by the individual surgical facility and are supplemented by dedicated corporate personnel. These activities generally emphasize the benefits offered by our surgical facilities compared to other facilities in the market, such as the proximity of our surgical facilities to physicians’ offices, the ability to schedule consecutive cases without preemption by inpatient or emergency procedures, the efficient turnaround time between cases, our advanced surgical equipment and our simplified administrative procedures. Although the facility administrator is the primary point of contact, physicians who utilize our surgical facilities are important sources of recommendations to other physicians regarding the benefits of using our surgical facilities. Recruiting teams develop a target list of physicians, and we continually review our progress in successfully recruiting additional local physicians. 
+We also market our surgical facilities directly to private insurance payors via our contracting and credentialing programs. Payor marketing activities are conducted by our corporate managed care department team. We emphasize the high quality of surgical care, cost advantages over local competitors, and high patient satisfaction with our surgical facilities. We seek to include each surgical facility as a participating provider in national and local managed care plans. 
+Competition 
+In each market in which we operate a surgical facility, we compete with hospitals and operators of other surgical facilities to attract physicians and patients. We believe that the competitive factors that affect our surgical facilities’ ability to compete for physicians are convenience of location of the surgical facilities, quality of care offered, convenience of scheduling, professionalism and cleanliness of facilities, access to capital and participation in private insurance programs. In addition, we believe our national prominence, scale and reputation are instrumental in attracting physicians. We believe that our surgical facilities attract patients based upon our quality of care, the specialties and reputations of the physicians who operate in our surgical facilities, participation in managed care programs, ease of access and convenient scheduling and registration procedures. 
+In developing or acquiring existing surgical facilities, we compete with other public and private surgical facility and hospital companies. Several large national companies own and/or manage surgical facilities, in some cases in connection with other lines of business with which we do not compete, including HCA Healthcare, Inc., AMSURG Corp., Tenet Healthcare Corporation and Optum, Inc. We also face competition from local hospitals, physicians and other providers who may compete with us in the ownership and operation of surgical facilities, as well as the trend of physicians choosing to perform procedures in an office-based setting rather than in a surgical facility. 
+Seasonality 
+Our revenue fluctuates based on the number of business days in each calendar quarter, because the majority of services provided by physicians in our surgical facilities consist of scheduled procedures and office visits that occur during weekday business hours. In addition, revenue in the fourth quarter could also be impacted by an increased utilization of services due to annual deductibles which are not usually met until later in the year and also as patients utilize their health care benefits before they expire at year-end. 
+4 
+Table of Contents 
+Human Capital Resources 
+At December 31, 2025, we had approximately 16,000 employees, including full-time and part-time employees. None of our employees are represented by a collective bargaining agreement. Our mission is to enhance patient quality of life through partnership. We appreciate that our colleagues are key to creating value and believe that we have a good relationship with them. We are subject to various state and federal laws that regulate wages, hours, benefits and other terms and conditions relating to employment. 
+We have established, and continue to enhance and refine, a comprehensive set of practices for engaging, recruiting, developing, managing and optimizing the human resources of our organization. In general, we seek to attract, develop and retain an engaged workforce and improve talent management processes accordingly. We offer a competitive range of compensation and benefit programs. We also are committed to the health and safety of our patients, employees, and medical staff. Our code of conduct promotes integrity, accountability and transparency, among other high ethical standards and a focus on employee welfare. 
+Our surgical facilities are staffed by licensed physicians, and our operations are dependent on the efforts, abilities and experience of our physicians and clinical personnel. We generally do not enter into contracts with physicians who use our surgical facilities, other than partnership and operating agreements with physicians who own interests in our surgical facilities, agreements for anesthesiology services and medical director agreements. Most physicians are not employees of our surgical facilities and are not contractually required to use our facilities. Physicians who use our surgical facilities also use other facilities or hospitals and may choose to perform procedures in an office-based setting that might otherwise be performed at our surgical facilities. We compete with other health care providers, primarily hospitals and other surgical facilities, in attracting physicians to utilize our surgical facilities, nurses and medical staff to support our surgical facilities, recruiting and retaining qualified management and support personnel responsible for the daily operations of each of our facilities. 
+Our surgical facilities, like most healthcare providers, have experienced rising labor costs. In several markets, nurse and medical support personnel availability has become a significant operating issue to healthcare providers. To address this challenge, we have implemented several initiatives to improve engagement, retention, recruiting, compensation programs and productivity. We may be required to continue to enhance wages and benefits to recruit and retain nurses and other medical support personnel or to hire more expensive temporary or contract personnel. As a result, our labor costs could continue to increase. We also depend on the available labor pool of semi-skilled and unskilled employees in each of the markets in which we operate. 
+We believe our colleagues are vital contributors to our success. We devote significant resources to attract, develop, retain and accelerate our workforce. We strive to live all our values, including demonstrating compassion and kindness in all that we do. We are committed to promoting an inclusive and kind culture through diversity of thoughts and backgrounds, recognizing the value these experiences bring to our colleagues, physicians, patients and communities. We believe this creates an engaged workforce that feels a sense of belonging in the wonderful work they carry out for patients and communities alongside colleagues and providers. 
+Environmental 
+We are subject to various federal, state and local laws and regulations relating to the protection of the environment and human health and safety, including those governing the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and the maintenance of a safe workplace. Our operations include the use, generation and disposal of hazardous materials. We may, in the future, incur liability under environmental statutes and regulations with respect to contamination of sites we own or operate (including contamination caused by prior owners or operators of such sites, adjoining properties or other persons) and the off-site disposal of hazardous substances. We believe that we have been and are in substantial compliance with the terms of all applicable environmental laws and regulations and that we have no liabilities under environmental requirements that we would expect to have a material adverse effect on our business, results of operations or financial condition (including our capital expenditures, earnings and competitive position). 
+Insurance 
+We maintain liability insurance in amounts that we believe are appropriate for our operations. Currently, we maintain professional, general and workers' compensation liability insurance in excess of self-insured retentions through third party commercial insurance carriers. We also maintain cyber insurance, business interruption insurance and property damage insurance. Coverage under certain of these policies is contingent upon the policy being in effect when a claim is made regardless of when the events which caused the claim occurred. 
+In addition, physicians who provide professional services in our surgical facilities are required to maintain separate malpractice coverage with defined minimum coverage limits. While we believe that our insurance policies are adequate in amount and coverage for our operations, we make no assurances that the insurance coverage is sufficient to cover all future claims or will continue to be available in adequate amounts or at a reasonable cost. 
+Private Insurance Payors 
+Most group health third-party payors reimburse us for services pursuant to written contracts. These contracts generally require that we offer discounts from our established charges. In rare cases our payments come from private insurance payors with which we do not have written contracts. In those situations, commonly known as "out-of-network" services, we generally charge the patients the same co-payment or other patient responsibility amounts that we would have charged had we had a contract with the private insurance payor. We also submit a claim for the services to the private insurance payor along with full disclosure that we have charged the patient an in-network patient responsibility amount. 
+5 
+Table of Contents 
+Governmental Regulation 
+General 
+We are subject to federal, state and local laws dealing with issues such as occupational safety, employment, medical leave, insurance regulations, civil rights, discrimination, building codes, medical waste and other environmental issues. Federal, state and local governments are expanding the regulatory requirements on businesses like ours. The imposition of these regulatory requirements may have the effect of increasing operating costs and reducing the profitability of our operations. 
+Certificates of Need, Licensure and Accreditation 
+Capital expenditures for the construction of new health care facilities, the addition of beds, new health care services or the acquisition of existing health care facilities may be reviewable by state regulators under statutory programs that are sometimes referred to as certificate of need laws. States with certificate of need laws restrict or otherwise require prior authorization for the construction and acquisition of health care facilities and the expansion of existing facilities and services. In these states, approvals, generally known as certificates of need, are required for capital expenditures exceeding certain preset monetary thresholds for the development, acquisition and/or expansion of certain facilities or services, including, in certain of these states, surgical facilities. Certificate of need laws are being challenged in many states across the country and any future changes could have positive and negative impacts on our business. We currently operate in 21 states that have certificate of need laws. 
+Our surgical facilities are subject to state licensing requirements. Although our surgical hospitals primarily or exclusively provide surgical services, they must meet all applicable requirements for general hospital licensure. In addition, based on the specific operations of our surgical facilities, these facilities maintain a pharmacy license, a controlled substance registration, a clinical laboratory certification waiver or laboratory certification, and environmental protection permits for biohazards and/or radioactive materials, as required by applicable law. The failure to comply with these regulations and applicable licensing requirements could result in the suspension or revocation of a facility’s license. 
+As of December 31, 2025, the majority of our facilities were accredited by either The Joint Commission or the Accreditation Association for Ambulatory Health Care, two of the major national organizations that establish standards relating to the physical plant, administration, quality of patient care and operation of medical staffs of various types of health care facilities. These accredited facilities are subject to periodic surveys by the accrediting organization to ensure that they are in compliance with the applicable standards. Many private insurance health plans require our facilities to be accredited by one of these organizations in order to be participating providers. Failure to maintain accreditation would cause a facility to become subject to state survey agency oversight and potentially subject to increased scrutiny by CMS and could result in a loss of payment from private insurance health plans. 
+Recent Developments and Potential Changes in Health Care Policy 
+The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the "Affordable Care Act"), extended health coverage to millions of uninsured legal U.S. residents through a combination of private sector health insurance reforms and public program expansion. The expansion of health insurance coverage under the Affordable Care Act resulted in an increase in the number of patients using our facilities with either private or public program coverage and a decrease in uninsured and charity case admissions, along with reductions in Medicare and Medicaid reimbursement to healthcare providers. Efforts to repeal the Affordable Care Act have persisted since its enactment. As an example, the Tax and Jobs Act of 2017 effectively eliminated the tax penalty associated with the so-called "individual mandate," which required most individuals to obtain qualifying health insurance coverage or pay a tax penalty. However, further legislative efforts to repeal and replace the Affordable Care Act in full have not been successful. Nevertheless, we are unable to guarantee that future efforts, such as the adoption of any future federal or state health care reform legislation, or any ruling by a court with respect to the Affordable Care Act, will not have a negative financial impact on the Company. 
+Various laws and regulations that have been implemented since the Affordable Care Act’s enactment have successfully lengthened the enrollment period, expanded income eligibility, and reduced premium caps for subsidies for individuals purchasing Affordable Care Act coverage through state and federal marketplaces; however, the Affordable Care Act subsidies expired on December 31, 2025 following Congress’ failure to renew and extend them. It is widely anticipated that their expiration will result in significant increases in premiums, likely leading to decreased enrollment and a corresponding rise in the number of uninsured individuals or, at minimum, a shift of individuals from commercial coverage to government program coverage. An increase in the uninsured population in addition to or combined with a wide-scale transition of patients from commercial to government program coverage may have a negative impact on the Company’s financial performance by reducing demand for services and decreasing reimbursement for such services when rendered. 
+We cannot predict whether or how Congress may further extend or modify provisions of or relating to the Affordable Care Act or other laws affecting the healthcare industry generally, nor can we predict how the current administration will influence, promulgate or implement rules, regulations or executive orders that affect the healthcare industry directly or indirectly. We may also experience potential impacts on our business, in ways we cannot anticipate, from healthcare-related policy changes at the state level. Some federal and state changes, initiatives and requirements could, among other things, negatively impact our patient volumes, case mix and revenue mix, increase our operating costs, adversely affect the reimbursement we receive for our services, impact our competitive position or require us to expand resources to modify certain aspects of our operations. 
+6 
+Table of Contents 
+More specifically, we are unable to predict the effect of future government healthcare funding policy changes on our business. The Medicare and Medicaid programs are subject to: 
+• Statutory and regulatory changes, administrative and judicial rulings, executive orders, interpretations and determinations concerning eligibility requirements, funding levels and the method of calculating reimbursements, among other things; 
+• Requirements for utilization review; and 
+• Federal and state funding restrictions. 
+Any of these factors could materially increase or decrease payments from government programs in the future, as well as affect the cost of providing services to our patients and the timing of payments to our facilities. If the rates paid by governmental payers are reduced, if the scope of services covered by governmental payers is limited, if eligibility or enrollment is further restricted, if there are changes to align payment rates for certain procedures across various care settings, or if we or one or more of our facilities are excluded from participation in the Medicare or Medicaid program or any other government healthcare program, there could be a material adverse effect on our business, financial condition, results of operations or cash flows. Furthermore, we cannot predict the impact healthcare policy risks and uncertainties may have on the trading price of our common stock. 
+One Big Beautiful Bill Act 
+On July 4, 2025, Congress passed the One Big Beautiful Bill Act (the “OBBBA”), its budget reconciliation act for federal fiscal year 2025. The OBBBA includes provisions that may impact the financial performance of the Company through substantial modifications to the state and federal statutes and regulations to which the Company’s operations are subject. OBBBA provisions that may impact the Company have varying effective dates, and analysis of their impact and timing is ongoing. The Company is unable to predict whether or how future legislation, rulemaking, or judicial action will impact implementation of the OBBBA. Of particular relevance to the Company’s operations, the OBBBA has reduced the federal government’s overall Medicaid expenditures and tightened Medicaid eligibility requirements, each of which are likely to drive an increase in the uninsured population. Because the Company’s facilities rely in part of reimbursement from federal health care programs, including Medicaid, for the reimbursement of services rendered, these changes may have a negative impact on the Company’s financial performance. Ongoing budgetary uncertainties and continued efforts to reduce the federal deficit may result in further payment reductions from both the Medicaid and Medicare programs. 
+Medicare and Medicaid Participation 
+The majority of our revenue is derived from third-party payors, including federal and state health care programs, such as Medicare and Medicaid, and private insurance payors. Continued participation in these programs, and in particular Medicare, is dependent on our continued compliance with regulations promulgated by HHS. 
+Federal law contains numerous provisions designed to ensure that services rendered by hospitals to Medicare and Medicaid patients meet professionally recognized standards, are medically necessary and that claims for reimbursement are properly filed. These provisions include a requirement that a sampling of admissions of Medicare and Medicaid patients must be reviewed by quality improvement organizations, which review the appropriateness of patient admissions and discharges, the quality of care provided, the validity of MS-DRG classifications and the appropriateness of cases of extraordinary length of stay or cost. Additionally, CMS has implemented a number of programs that use private contractors that contract with CMS to identify overpayments and underpayments and other potential sources of billing fraud. Our facilities and providers periodically receive letters from auditors contracted with CMS requesting repayment of alleged overpayments for services and incur expenses associated with responding to and appealing these determinations, as well as the costs of repaying any overpayments. Although all such repayments requested to date have been immaterial, we are unable to quantify the aggregate financial impact of these audits on our facilities given the pending appeals and uncertainty about the extent of future audits. 
+Federal Anti-Kickback Statute and Medicare Fraud and Abuse Laws 
+The Social Security Act of 1935 includes provisions addressing false statements, illegal remuneration and other instances of fraud and abuse in federal health care programs. These provisions include the statute commonly known as the federal Anti-Kickback statute (the "Anti-Kickback Statute"). The Anti-Kickback statute prohibits providers and others from, among other things, soliciting, receiving, offering or paying, directly or indirectly, any remuneration in return for either making a referral for, or ordering or arranging for, or recommending the order of, any item or service covered by a federal health care program, including, but not limited to, the Medicare and Medicaid programs. Violations of the Anti-Kickback Statute are criminal offenses punishable by imprisonment and fines of up to $100,000 for each violation. Civil violations are punishable by fines of up to $50,000 for each violation, as well as damages of up to three times the total amount of remuneration received from the government for health care claims. Violations may further result in civil monetary penalties and exclusion from state and federal health care programs. An arrangement may violate the Anti-Kickback Statute even if only one purpose – as opposed to the primary purpose – of the arrangement is to induce referrals. Specific intent to violate the statute is not required for a violation to occur. 
+Under regulations issued by the Office of the Inspector General of HHS (the "OIG"), certain types of arrangements involving remuneration are deemed not to violate the Anti-Kickback Statute (commonly referred to as the safe harbors). The safe harbor regulations outline standards that, if complied with, protect conduct that might otherwise be deemed in violation of the Anti-Kickback Statute. The failure of a particular business arrangement to comply with a safe harbor does not determine whether the arrangement violates the Anti-Kickback Statute. Instead, when a transaction or relationship does not fit within a safe harbor, the facts and circumstances as well as the 
+7 
+Table of Contents 
+intent of the parties related to a specific transaction or relationship must be examined to determine whether or not any illegal conduct has occurred. 
+Physician-owners of our surgical facilities are in a position to generate referrals to the facilities, potentially subjecting the distribution of available cash to those investors to scrutiny under the Anti-Kickback Statute. Because the ownership and operations of our surgical facilities may not fit wholly within any of the safe harbors, we attempt to structure our surgical facilities, and in particular our ASCs, to fit as closely as possible within the safe harbor designed to protect distributions to physician-investors in ASCs who directly refer patients to the ASC and personally perform the procedures at the center as an extension of their practice (the "ASC Safe Harbor"). However, we believe that the ownership and operations of our surgical facilities will not fully satisfy the ASC Safe Harbor requirements for investment interests in ASCs because, among other things, we or one of our subsidiaries will generally be an investor in and provide management services to each ASC. While we believe our ASCs would nonetheless be found to be compliant with the Anti-Kickback Statute, we cannot assure you that the OIG would view our activities favorably even though we strive to achieve compliance with the remaining elements of this safe harbor. 
+In addition, although we expect each physician-investor to utilize the ASCs as an extension of his or her practice and ask each physician-investor to certify this practice, we cannot assure you that all physician-investors will do so in a manner consistent with the requirements of the ASC Safe Harbor. Interests in our ASC joint ventures are purchased at what we believe to be fair market value. Investors who purchase at a later time generally pay more for a given percentage interest than founding investors. The result is that while all investors are paid distributions in accordance with their ownership interests, for ASCs where there are later purchases, we cannot meet the safe harbor requirement that return on investment is directly proportional to the amount of capital investment. The OIG has on several occasions reviewed investments relating to ASCs, and in Advisory Opinion No. 07-05 (June 19, 2007), raised concerns that (a) purchases of interests from physicians might yield gains on investment rather than capital infusion to the ASCs, (b) such purchases could be meant to reward or influence the selling physicians’ referrals to the ASC or the hospital, and (c) such returns might not be directly proportional to the amount of capital invested. For similar reasons, our hospital investments do not fit wholly within the safe harbor for investments in small entities because certain of the investment interests are held by investors who are either in a position to refer to the hospital or who provide services to the hospital and because the hospital’s gross revenues are derived from referrals generated by those investors. However, we believe our surgical facilities comply with the remaining elements of their respective safe harbors. 
+Our financial relationships with potential referral sources could potentially be scrutinized under the Anti-Kickback Statute. We have entered into management agreements to manage the majority of our surgical facilities and physician practices. Most of these agreements call for our subsidiary to be paid a percentage of revenue-based management fee. Although there is a safe harbor for personal services and management contracts (the "Personal Services and Management Safe Harbor"), the Personal Services and Management Safe Harbor requires, among other things, that the amount of the aggregate compensation paid to the manager over the term of the agreement be set in advance. Because our management fees are generally based on a percentage of revenue, our management agreements do not typically meet this requirement. We do, however, believe that our management arrangements satisfy the other requirements of the Personal Services and Management Safe Harbor for personal services and management contracts. The OIG has taken the position in several advisory opinions that percentage-based management agreements are not protected by a safe harbor, and consequently, may violate the Anti-Kickback Statute. We have implemented formal compliance programs designed to safeguard against overbilling and believe that our management agreements comply with the requirements of the Anti-Kickback Statute. However, we cannot assure you that the OIG would find our compliance programs to be adequate or that our management agreements would be found to comply with the Anti-Kickback Statute. 
+We also may guarantee a surgical facility’s third-party debt financing and certain lease obligations as part of our obligations under a management agreement. Physician investors are generally not required to enter into similar guarantees. The OIG might take the position that the failure of the physician investors to enter into similar guarantees represents a special benefit to the physician investors given to induce patient referrals and that such failure constitutes a violation of the Anti-Kickback Statute. We believe that the management fees (and in some cases guarantee fees) are adequate compensation to us for the credit risk associated with the guarantees and that the failure of the physician investors to enter into similar guarantees does not create a material risk of violating the Anti-Kickback Statute. However, the OIG has not issued any guidance in this regard. 
+Evolving interpretations of current, or the adoption of new, federal or state laws or regulations could affect many of our arrangements. Law enforcement authorities, including the OIG, the courts and Congress, are increasing their scrutiny of arrangements between health care providers and potential referral sources to ensure that the arrangements are not designed as a mechanism to exchange remuneration for patient care referrals or opportunities. Investigators have also demonstrated a willingness to look behind the formalities of a business transaction to determine the underlying purposes of payments between health care providers and potential referral sources. 
+Federal Physician Self-Referral Law 
+The federal physician self-referral law (the "Stark Law") prohibits physicians (as well as chiropractors, optometrists, dentists and podiatrists) from referring patients to an entity with which the practitioner or a member of his or her immediate family has a "financial relationship" for the provision of certain "designated health services" that are paid for in whole or in part by Medicare or Medicaid unless an exception applies. "Designated health services" include inpatient and outpatient hospital services, clinical laboratory services and radiology services. The term "financial relationship" is broadly defined and includes most types of ownership and compensation relationships. The Stark Law also prohibits the entity from seeking payment from Medicare or Medicaid for services that are rendered through a prohibited referral. If an entity is paid for services provided through a prohibited referral, it may be required to refund the payments. Violations of the Stark Law may also result in the imposition of damages equal to three times the amount improperly claimed 
+8 
+Table of Contents 
+and civil monetary penalties of up to $15,000 per prohibited claim and $100,000 per prohibited circumvention scheme and exclusion from participation in the Medicare and Medicaid programs. 
+Notably, "designated health services" does not include surgical services that are provided in an ASC. Furthermore, Stark Law regulations specifically define the term "designated health services" to not include services that are reimbursed by Medicare as part of a composite rate, such as services that are provided in an ASC. However, if designated health services are provided by an ASC and separately billed, referrals to the ASC by a physician-investor would be prohibited by the Stark Law. Because our facilities that are licensed as ASCs do not have independent laboratories and do not provide designated health services apart from surgical services, we do not believe referrals to these facilities by physician-investors are prohibited. If legislation or regulations are implemented that prohibit physicians from referring patients to surgical facilities in which the physician has a beneficial interest, our business and financial results could be materially adversely affected. 
+The Stark Law currently includes the Whole Hospital Exception, as modified by the Affordable Care Act, which governs physician ownership of a hospital and requires, among other things, that such ownership is in the whole hospital, the physician is authorized to perform services at the hospital, and the ownership predates December 31, 2010. We believe that physician investments in our facilities licensed as hospitals meet the requirements of the Whole Hospital Exception. We cannot predict whether amendments to the Whole Hospital Exception will be included in any future legislation, including a repeal of the Affordable Care Act, or if Congress will adopt any similar provisions that would prohibit or otherwise restrict physicians from holding ownership interests in hospitals. Any such changes could have an adverse effect on our financial condition and results of operations. 
+State Regulation 
+Many of the states in which our surgical facilities operate have adopted statutes and/or regulations that prohibit the payment of kickbacks or any type of remuneration in exchange for patient referrals and that prohibit health care providers from, in certain circumstances, referring a patient to a health care facility in which the provider has an ownership or investment interest. While these statutes generally mirror the federal Anti-Kickback Statute and Stark Law, they vary widely in their scope and application. Some are specifically limited to health care services that are paid for in whole or in part by the Medicaid program; others apply to all health care services regardless of payor; and others apply only to state-defined designated services, which may differ from the designated health services under the Stark Law. In addition, many states have adopted statutes that mirror the False Claims Act and that prohibit the filing of a false or fraudulent claim with a state governmental agency. We intend to comply with all applicable state health care laws, rules and regulations. However, these laws, rules and regulations have typically been the subject of limited judicial and regulatory interpretation. As a result, we cannot assure you that our surgical facilities will not be investigated or scrutinized by the governmental authorities empowered to do so or, if challenged, that their activities would be found to be lawful. A determination of non-compliance with the applicable state health care laws, rules, and regulations could subject our surgical facilities to civil and criminal penalties and could have a material adverse effect on our operations. 
+Federal and State Privacy and Security Requirements 
+We are subject to the Medicare Patient and Program Protection Act of 1987, as amended by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act"), which was enacted as part of The American Recovery and Reinvestment Act of 2009. The HITECH Act strengthened the requirements and significantly increased the penalties for violations of the HIPAA privacy and security regulations. The HIPAA privacy standards apply to individually identifiable information held or disclosed by a covered entity in any form, whether communicated electronically, on paper or orally. These standards require our compliance with rules governing the use and disclosure of this health information. They create rights for patients in their health information and they require us to impose these rules, by contract, on any business associate to whom we disclose such information in order to perform functions on our behalf. The HIPAA security standards require us to establish and maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the integrity, confidentiality and the availability of electronic protected health and related financial information. Although the security standards do not reference or advocate a specific technology, and covered health care providers, plans and clearinghouses have the flexibility to choose their own technical solutions, the security standards have required us to implement significant new systems, business procedures and training programs. 
+Violations of the HIPAA privacy and security regulations may result in civil and criminal penalties. The HITECH Act strengthened the requirements of the HIPAA privacy and security regulations and significantly increased the penalties for violations by introducing a tiered penalty system, with penalties of up to $50,000 per violation with a maximum civil penalty of $1.5 million in a calendar year for violations of the same requirement. However, a single breach incident can result in violations of multiple requirements, resulting in possible penalties well in excess of $1.5 million. The HITECH Act authorizes State Attorneys General to bring civil actions seeking either an injunction or damages in response to violations of HIPAA privacy and security regulations. We expect vigorous enforcement of the HITECH Act’s requirements by HHS and State Attorneys General. HHS has allocated increased funding towards HIPAA enforcement activity and such enforcement activity has seen a marked increase over recent years. We cannot predict whether our surgical facilities will be able to comply with future rules and are unable to predict the financial impact to our surgical facilities in implementing the requirements under such rules if and when they take effect. 
+Our facilities also remain subject to any state laws that relate to privacy or the reporting of data breaches that are more restrictive than the regulations issued under HIPAA and the requirements of the HITECH Act. For example, various state laws and regulations may require 
+9 
+Table of Contents 
+us to notify affected individuals in the event of a data breach involving certain personal information, such as social security numbers, dates of birth and credit card information. 
+In response to the increasing number of cyberattacks targeting the healthcare sector, HHS issued a Notice of Proposed Rulemaking on January 6. 2025 aimed at enhancing HIPAA security regulations. If these proposed regulatory changes are enacted, our surgical facilities will need to comply with the new security standards, potentially incurring significant costs to implement necessary changes. As of December 31, 2025, however, HHS had yet to publish a final rule formalizing these proposals. 
+Emergency Medical Treatment and Active Labor Act 
+Our surgical hospitals are subject to the Emergency Medical Treatment and Active Labor Act ("EMTALA"). This federal law requires any hospital that participates in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency department for treatment and, if the patient is suffering from an emergency medical condition, to either stabilize that condition or make an appropriate transfer of the patient to a facility that can handle the condition. The obligation to screen and stabilize emergency medical conditions or transfer exists regardless of a patient’s ability to pay for treatment. Off-campus facilities such as surgery centers that lack emergency departments or otherwise do not treat emergency medical conditions generally are not subject to EMTALA. They must, however, have policies in place that explain how the location should proceed in an emergency situation, such as transferring the patient to the closest hospital with an emergency department. There are severe penalties under EMTALA if a hospital fails to screen or appropriately stabilize or transfer a patient or if the hospital delays appropriate treatment in order to first inquire about the patient’s ability to pay, including civil monetary penalties and exclusion from participation in the government health care programs. In addition, an injured patient, the patient’s family or a medical facility that suffers a financial loss as a direct result of another hospital’s violation of the law can bring a civil suit against that other hospital. CMS has actively enforced EMTALA and has indicated that it will continue to do so in the future. We believe that our surgical hospitals comply with EMTALA. With respect to our surgical hospitals that do not have an emergency room, those hospitals maintain a protocol for the transfer of patients requiring emergency treatment. While we believe such protocols satisfy CMS requirements, we are unable to guarantee that CMS would not interpret such protocols to be inconsistent with EMTALA requirements, potentially jeopardizing each facility's participation in the Medicare program. 
+Clinical Laboratory Regulation 
+Our clinical laboratories are subject to federal oversight under the Clinical Laboratory Improvement Amendments of 1988 ("CLIA") which extends federal oversight to virtually all clinical laboratories by requiring that they be certified by the federal government or by a federally-approved accreditation agency. CLIA requires that all clinical laboratories meet quality assurance, quality control and personnel standards. Laboratories also must undergo proficiency testing and are subject to inspections. Standards for testing under CLIA are based on the complexity of the tests performed by the laboratory, with tests classified as "high complexity," "moderate complexity," or "waived." Laboratories performing high complexity testing are required to meet more stringent requirements than moderate complexity laboratories. Laboratories performing only waived tests, which are tests determined by the Food and Drug Administration to have a low potential for error and requiring little oversight, may apply for a certificate of waiver exempting them from most of the requirements of CLIA. Our operations also subject to state and local laboratory regulation. CLIA provides that a state may adopt laboratory regulations different from or more stringent than those under federal law, and a number of states have implemented their own laboratory regulatory requirements. State laws may require that laboratory personnel meet certain qualifications, specify certain quality controls, or require maintenance of certain records. We believe that we are in material compliance with all applicable laboratory requirements, but no assurances can be given that our laboratories will pass all future licensure or certification inspections. 
+Regulatory Compliance Program 
+We have in place and continue to enhance a company-wide compliance program that focuses on all areas of regulatory compliance including billing, reimbursement, cost reporting practices and contractual arrangements with referral sources. 
+This regulatory compliance program is intended to help ensure that high standards of conduct are maintained in the operation of our business and that policies and procedures are implemented so that employees act in compliance with applicable laws, regulations and company policies. Under the regulatory compliance program, every employee and certain contractors involved in patient care, and coding and billing, receive initial and periodic legal compliance and ethics training. In addition, we regularly monitor our ongoing compliance efforts and develop and implement policies and procedures designed to foster compliance with the law. The program also includes a mechanism for employees to report, without fear of retaliation, any suspected legal or ethical violations to their supervisors, designated compliance officers in our facilities, our compliance hotline or directly to our corporate compliance office. We believe our compliance program is consistent with standard industry practices. However, we cannot provide any assurances that our compliance program will detect all violations of law or protect against qui tam suits or government enforcement actions. 
+Where You Can Find More Information 
+We make available on or through the "Investors-SEC Filings" page of our website at www.surgerypartners.com, free of charge, copies of reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports (along with certain other Company filings with the SEC), as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Annual Report or any other document that we file with the SEC. 
+10 
+Table of Contents

raw/filings/0001638833/2025/0001638833-26-000008/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+43

raw/filings/0001638911/2024/0001213900-25-025286/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001638911,DUKRW,DUKE Robotics Corp.,2024,10-K,2025-03-20,2024-12-31,2025-03-20T11:30:20.000Z,0001213900-25-025286,ea0233012-10k_duke.htm,ANNUAL REPORT,5345014,1,1,https://www.sec.gov/Archives/edgar/data/1638911/000121390025025286/ea0233012-10k_duke.htm,https://www.sec.gov/Archives/edgar/data/1638911/000121390025025286/

raw/filings/0001638911/2024/0001213900-25-025286/item1.txt

@@ -0,0 +1,396 @@
+Item 1. Business. 
+Corporate Overview 
+We
+are a robotics company developing advanced robotics and drone-based systems. Our advanced robotic system enables remote, real-time, pinpoint
+accurate firing of small arms and light weapons that can achieve pinpoint accuracy regardless of the movement of the weapons platform
+or the target. We also introduced an insulator cleaning drone, which is a drone technology for conducting routine maintenance of critical
+infrastructure for cleaning electric utility cable insulators. 
+We
+were founded in 2014 as Unlimited Aerial Systems, LLP (“UAS LLP”), and until the consummation of the Share Exchange Agreement
+(as hereinafter defined), we were a developer and manufacturer of commercial unmanned aerial systems, or drones, intending to provide
+a superior Quadrotor aerial platform at an affordable price point in the law enforcement and first responder markets. 
+On
+March 9, 2020, we closed on the Share Exchange Agreement (the “Share Exchange Agreement”), under which Duke Robotics, Inc.,
+a Delaware corporation (“Duke Inc.”) became our majority-owned subsidiary (the “Share Exchange”). Such closing
+date is referred to as the “Effective Time.” As a result of the Share Exchange, the Company adopted the business plan of Duke
+Inc. 
+On
+April 29, 2020, we, Duke Inc., and UAS Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“UAS Sub”),
+executed an Agreement and Plan of Merger (the “Merger Agreement”), under which UAS Sub was to merge, upon the satisfaction
+of customary closing conditions, with and into Duke Inc., with Duke Inc. surviving as our wholly-owned subsidiary (the “Short-Form
+Merger”). Under the Merger Agreement, we intended to acquire the remaining outstanding shares of Duke Inc. held by those certain
+Duke Inc. shareholders who did not participate in the Share Exchange. On June 25, 2020, Duke Inc. filed a Certificate of Merger with the
+State of Delaware, and consequently, Duke Inc. became our wholly-owned subsidiary and the Short-Form Merger was consummated. 
+On
+January 29, 2021, we, through Duke Airborne Systems Ltd. (“Duke Israel”), and Elbit Systems Land Ltd., an Israeli corporation
+(“Elbit”), entered into a collaboration agreement (the “Collaboration Agreement”) for the global marketing and
+sales, and the production and further development of our developed advanced robotic system mounted on a UAS, armed with lightweight firearms,
+which we market under the commercial name “TIKAD.” 
+On
+August 15, 2022, Duke Israel introduced the Insulator Cleaning (“IC”) Drone, a drone technology for conducting routine maintenance
+of critical infrastructure, and has signed an agreement with Israel Electric Corporation (the “IEC”) to provide drone-enabled
+systems for cleaning electric utility cable insulators. During October 2023, we completed our obligations under the agreement with
+the IEC. This was followed in August 2024, by a new agreement with the IEC to utilize our innovative IC Drone system for cleaning electric
+utility cable insulators. 
+Duke
+Inc. has a wholly-owned subsidiary, Duke Israel, which was formed under the laws of the State of Israel in March 2014 and became the sole
+subsidiary of Duke Inc. after its incorporation. Our mailing address is 10 HaRimon Street, Mevo Carmel Science and Industrial Park, Israel
+2069203, and our telephone number is 011-972-4-8124101. Our website address is https://dukeroboticsys.com/. 
+Effective
+as of October 22, 2020, our Common Stock began to be quoted on the OTCQB tier Venture Market, under the symbol “USDR”. 
+On
+October 28, 2024, we filed a certificate of amendment (the “Certificate of Amendment”) to our Articles of Incorporation with
+the Nevada Secretary of State to change the Company’s corporate name from UAS Drone Corp. to DUKE Robotics Corp. effective as of
+November 4, 2024. 
+1 
+In
+connection with the Certificate of Amendment, we also filed an issuer notification form with the Financial Industry Regulatory Authority
+(“FINRA”) reflecting our name change and requesting a change in our trading symbol from “USDR” to “DUKR”.
+Effective as of market open on Monday, November 4, 2024, the name changed to DUKE Robotics Corp. and the transition of our OTCQB ticker
+symbol from “USDR” to “DUKR” took effect. 
+On
+February 18, 2025, we announced that we established Duke Robotics Hellas M I.K.E (“Duke Greece”), a wholly owned subsidiary,
+formed under the laws of Greece. 
+Company Overview 
+Until the consummation of
+the Share Exchange, we were a developer and manufacturer of commercial unmanned aerial systems, or drones, with the goal of providing
+a superior Quadrotor aerial platform at an affordable price point in the law enforcement and first responder markets. Following the Share
+Exchange, we adopted the business plan of Duke. Duke is a robotics company dedicated to the development of an advanced robotics stabilization
+system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons as well as other civilian applications
+with an emphasis on the field of infrastructure maintenance. 
+Although
+the first product has been designed to be used by an Unmanned Aerial System (a “UAS”), the robotic solutions are also adaptable
+to other military vehicles, boats and stationary environments, as well as civilian purposes, such as our IC Drone solution. We believe
+that the system is to small arms and light weapons (e.g., weapons weighing less than 9 kilograms, or kg, or approximately 19.9 pounds)
+as drones are to air-to-ground missiles. 
+Prior to marketing our
+systems to potential defense and military customers, for security reasons, we are required to obtain various governmental approvals for
+each sale. 
+On January 29, 2021, we, through
+Duke Israel, and Elbit, entered into the Collaboration Agreement for the global marketing and sales, and the production and further development
+of our developed advanced robotic system mounted on an UAS, armed with lightweight firearms, which we market under the commercial name
+“TIKAD.” Following the Collaboration Agreement, we have expanded our technology beyond military applications and continue
+to explore additional uses for our technology and know-how. 
+Our commercialization efforts
+in the civilian market are primarily focused in Europe, with secondary efforts focused on other global markets, including the United States. 
+On May 11, 2021, we entered
+into securities purchase agreements with eight non-U.S. investors (the “Investors”) in a private placement offering in which
+we agreed to issue and sell an aggregate of: (i) 12,500,000 shares of Common Stock at a price of $0.40 per share; and (ii) warrants to
+purchase 12,500,000 Common Stock. The warrants were exercisable immediately and for a term of 18 months and had an exercise price of $0.40
+per share. The aggregate gross proceeds from the offering were approximately $5,000,000 and the offering closed on May 11, 2021. On April
+5, 2022, we entered into an agreement with the Investors pursuant to which we extended the term of the warrants, to expire on November
+11, 2023. On November 1, 2023, we and the Investors executed a second extension agreement, such that the term of the warrants was to expire
+on November 11, 2024. 
+On June 20, 2024, we entered
+into a Warrant Amendment Agreement (the “Warrant Amendment Agreement”) with the Investors to amend the terms of the warrants
+issued in connection with the May 11, 2021 securities purchase agreements. Under the Warrant Amendment Agreement, we and the Investors
+agreed to: (i) extend the warrant exercise term to May 11, 2026; (ii) amend the warrant exercise price, increasing it from $0.40 per share
+to $0.65 per share; and (iii) include a beneficial ownership blocker that limits the exercise of such warrants if the exercise would result
+in the holder beneficially owning more than 19.99% of our Common Stock immediately following the exercise. 
+2 
+On May 27, 2021, our board
+of directors approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which the Company may issue awards, from
+time to time, consisting of non-qualified stock options, restricted stock grants and restricted stock units (“RSUs”). In addition,
+stock option awards that qualify under Section 102 of the Israeli Tax Ordinance (New Version) 1961 (the “ITO”), and/or under
+Section 3(i) of the ITO, may be granted. On March 18, 2025, our board of directors approved an increase in the amount of shares of Common
+Stock available under the 2021 Plan from 4,800,000 to 9,000,000. 
+On June 15, 2021, we announced
+that Duke Israel received a notice of allowance from the U.S. Patent and Trademark Office for a patent titled “Stabilization System”
+regarding its stabilization technology incorporated in its advanced robotic system. 
+On August 15, 2022, we announced
+that Duke Israel, introduced the IC Drone, a drone technology for conducting routine maintenance of critical infrastructure, and
+has signed a collaboration and development agreement with the IEC, a 99% government-owned company, to provide drone-enabled
+systems for cleaning electric utility cable insulators. In October 2023, we successfully fulfilled our obligations under this agreement,
+demonstrating the efficiency and safety of its IC Drone in real-world conditions. 
+On July 8, 2024, we announced
+that we are advancing our commercial activity, following the successful completion of the pilot program for our IC Drone with the IEC,
+and that we are working to expand our services globally and plan to offer insulation maintenance and washing services to electrical companies
+worldwide, either independently or in collaboration with strategic partners. 
+On November 11, 2024, following
+our commercial agreement with IEC from August 2024, we announced the commercial launch of our innovative IC Drone, a first-of-its-kind
+system for washing high-voltage electric insulators and the transition to active service of our IC Drone technology. . The IC Drone’s
+advanced technology provides utility companies with a safer, more efficient, and environmentally sustainable solution for maintaining
+high-voltage electric infrastructure than the currently available methods. This drone-enabled system replaces traditional methods that
+rely on large, resource-intensive tanker trucks or helicopters, achieving significant water savings and operational cost reductions per
+insulator or electric pole. 
+Key Features and Benefits
+of the IC Drone: 
+- Enhanced Safety and Precision: Enables high-voltage insulator cleaning with minimal personnel risk and
+greater precision compared to traditional methods. 
+- Environmental Sustainability: Reduces water usage significantly, supporting sustainability initiatives
+within utility maintenance. 
+- Cost-Effective Operations: Cuts operational costs by tens of percent per insulator and simplifies access
+to remote or difficult-to-reach infrastructure. 
+On November 25, 2024, we announced
+initial revenue generation from our August 2024 agreement with the IEC for high-voltage insulator washing services using our innovative
+IC Drone. The August 2024 agreement with IEC represents a significant milestone, transitioning us from the development stage to active
+service and revenue generation within the civilian sector. The agreement establishes us as a provider of advanced aerial cleaning solutions
+designed to enhance the safety, efficiency, and sustainability of utility maintenance operations. The IEC has committed to a minimum utilization
+of services, with a guaranteed payment in the low seven figures (in NIS) within the first year of the agreement. With the IC Drone now
+fully operational, we aim to expand our offering to other utility providers globally, leveraging the proven success of the IC Drone with
+IEC. 
+On February 18, 2025, we announced
+that we established Duke Greece, our wholly owned subsidiary, to support the ongoing global commercialization efforts of our IC Drone.
+This initiative follows our initial revenue generation from the IC Drone technology through a service agreement with the IEC. Duke Greece
+will serve as a platform for promoting and deploying our innovative IC Drone technology, as well as other potential applications of the
+Company’s technologies and capabilities, in the Greek market, which provides utility companies with a safer, more efficient, and
+environmentally sustainable solution for maintaining high-voltage electric infrastructure as well as potential other applications of our
+technologies and capabilities. 
+3 
+Market Opportunity 
+Civilian sector 
+Insulator Cleaning Drone 
+Insulators are key components
+of every high voltage electrical infrastructure around the world while routine cleaning and maintenance of insulators is crucial in order
+to optimize system efficiency, prevent power outages, reducing risks of flashovers and corrosion. Cleaning of high voltage infrastructure
+leads to better system performance and efficiency, improves safety by reducing the risk of electricity failure and accidents especially
+in urban areas, and extends the life of the insulators. 
+Currently, the global standard
+for routine cleaning of insulators involves the use of helicopter fleets and crane trucks. The cleaning routine requires getting near
+to active high voltage lines and using high-pressure washers carried by the helicopters or crane trucks. Such process is considered extremely
+dangerous and bears significant risks of electricity shock or an impact of the helicopter blades with the electricity grid resulting in
+damages to the grid line and possible harm to human life. 
+IC Drone offers a revolutionary,
+safer and cost-efficient method for maintenance of high voltage electrical infrastructure. The worldwide electricity transmission market
+is huge and estimated in millions of insulators. The current cost per insulator cleaning is high and electricity operators around the
+world fail to meet cleaning plans. 
+Defense and military market 
+The United States and other
+countries around the world have significantly increased their use of UASs for intelligence gathering, surveillance and tactical applications,
+such as delivery of heavy ordnance bombs and missiles. The use of UASs to fire small arms and light weapons from the air are becoming
+a viable option as demonstrated by recent conflicts in the Ukraine and the near Middle East. Our technology thus addresses a crucial need
+of modern warfare to bring a wide range of weapons other than bombs and missiles to bear on remote hostile targets without risk to the
+military personnel deploying the weapons, while at the same time minimizing collateral damage. In addition, the rapid evolution of small,
+unmanned air systems (“sUAS”) technologies, along with their size and low cost, enables novel concepts of employment that
+present challenges to current defense systems, creating new asymmetric threats for warfighters. Our system also addresses the crucial
+need for counter sUAS solutions and offers a kinetic interception, or “drone kill drone,” capability for defeating enemy sUAS. 
+Our system was designed with
+input from veterans of Israel’s elite special mission units. It is operated intuitively via a touch-based tablet, which serves as
+its control unit. Minimal prior training is required in order to operate the robot. In June 2016, our robot mounted on our UAS Octocopter
+platform was awarded the top prize at the Combating Terrorism Technology Conference sponsored by the United States Defense Department’s
+Combating Terrorism Technical Support Office, Israel’s Ministry of Defense Directorate of Defense Research and Development and the
+MIT Enterprise Forum of Israel. 
+Products 
+IC Drone 
+Our IC Drone is a first-of-its-kind
+robotic, drone-enabled system for cleaning electric utility insulators. The IC Drone unique system, based on Duke’s advanced intellectual
+property and know-how that integrates algorithms, autonomous systems, and robotic technologies used in mission-critical applications. 
+Our IC Drone offers a revolutionary,
+safer and cost-efficient, method for maintenance of high voltage electrical infrastructure. which require routine cleaning of insulators
+in order to optimize system efficiency and prevent power outages. Currently, the global standard for routine cleaning of insulators involves
+the use of helicopter fleets and crane trucks. 
+Our aim is to expand our IC
+Drone service offerings to additional utility providers worldwide while continuing to develop new solutions to address evolving industry
+needs. 
+4 
+UAS Octocopter Integrated with Six Degrees
+of Freedom (“6 DOF”) Robotic Gimbal 
+Our special purpose UAS Octocopter
+(DK-HIPPOGRIFF) integrates for operational usage with our 6 DOF robot and is intended primarily for Military and homeland security purposes.
+Our lightweight robot allows accurate firing from various configurations consisting of UAS-mounted, land-mounted on light all-terrain
+vehicles and sea-mounted on boats. The robot is mounted on our UAS Octocopter platform, a combined system which we market under the commercial
+name “TIKAD.” 
+In addition to the various
+configurations and mounting options, the robots also permit the utilization of a wide range of small arms, light weapons and shotguns,
+with lethal and less lethal ammunition, with a maximum weight of nine (9) kilograms (approximately twenty (20) pounds). The combination
+of our robot, along with our stabilization platform and software, provides a unique firing platform that permits precision firing regardless
+of weather conditions or other variables. 
+Additionally, our robot may
+also be utilized as a ground sniper platform. Since the robot is a standalone unit, it can be mounted on a patrol or attack vehicle or
+be positioned at a strategic location. The capability of remote operation without the need to expose the operator to tactical danger can
+replace troops in different settings. This capability may reduce the number of casualties due to “friendly fire” incidents
+and may also significantly reduce exposure and risk to combat troops. Our robot is controlled by a remote-control device that permits
+the user to exert full control over its functions, including arming the robot as well as control the firing mechanism. 
+Our lightweight robot can
+also be used for civilian purposes and bring solutions that do not yet exist for different tasks that require high-end stabilization,
+such as: vertical takeoff and landing (“VTOL”) robotic landing gear for drones, VTOL aircrafts and medical aid robotic uses
+and for maintenance and monitoring of different essential infrastructures, such as cleaning electric utility cable insulators. We expect
+our sales of the robot to increase as additional product options expand. We will also address, as needed, evolving regulation of civilian
+UASs. 
+Assembly and Testing 
+While we maintain the ability
+to assemble our robots, IC Drone system for cleaning electric utility insulators and UAS Octocopter at our facility in Israel, we currently
+outsource the assembly and production to third-party manufacturers, from which we also purchase supplies and custom-made machined parts
+required for the production of our IC Drone system for cleaning electric utility insulators. We currently source our parts and materials
+from approximately twenty (20) suppliers located primarily in the United States, Europe, Israel and China. We are not, however, dependent
+on any single manufacturer. In addition, while the components we purchase are built according to our specific designs and requests, we
+believe the components and materials we purchase are common in nature and can easily be obtained from alternative suppliers, if necessary.
+Components are tested and approved against the expected points of failure during extended and aggressive operations. For example, we test
+items such as the load carrying capacity of our products as well as various software components and compliance with live power line rigid
+standards. After the lab testing phase, the IC Drone system for cleaning electric utility insulators and UASs undergoes a series of field
+tests which examine the operation of each function. The IC Drone system for cleaning electric utility insulators is mounted on and integrated
+with third parties commercially available suitable drones. Results are combined with multi-phased airborne testing. 
+In addition, we have not executed
+supply agreements with our third-party suppliers. More importantly, our proprietary and confidential complex kinematic algorithms and
+control software is our most valuable intellectual property. We have built an in-house laboratory to support the assembly and commercialization
+of our products. We believe that the current size and capacity of our in-house laboratory, located at our facilities in Israel, will be
+sufficient to support all of our commercialization activities in the near future. 
+5 
+Market Strategy 
+Civilian Market 
+We are currently focused on
+expending the commercialization of the IC Drone, a first-of-its-kind robotic, drone-enabled system for cleaning electric utility insulators,
+in the civilian market. The unique system, based on our advanced intellectual property and know-how, integrates algorithms, autonomous
+systems, and robotic technologies used in mission-critical applications. 
+On August 15, 2022, we signed
+an agreement with the IEC to provide drone-enabled systems for cleaning electric utility cable insulators. During October 2023, we
+successfully completed our obligations under our agreement with the IEC by proving the efficiency and safety that comes by using our IC
+Drone. Following that successful pilot, in August 2024, we, through Duke Israel, entered into another agreement with the IEC to provide
+high-voltage insulator washing services using IC Drone system. 
+On February 18, 2025, we announced
+that we established Duke Greece, which is focused on expanding our innovative IC Drone technology in Greece. Our IC Drone technology provides
+utility companies with a safer, more efficient, and environmentally sustainable solution for maintaining high-voltage electric infrastructure
+as well as potential other applications of our technologies and capabilities. The IC Drone’s proven success with the IEC demonstrates
+its significant market potential for broader deployment across additional regions and sectors. 
+We are currently in the initial
+phases of our global expansion strategy and remain focused on leveraging our proprietary technologies to unlock new growth opportunities
+in the civilian sector. We aim to expand our IC Drone service offerings to additional utility providers worldwide while continuing to
+develop new solutions to address evolving industry needs. 
+Defense and Military Market 
+We expect that our growth
+in the defense and military market, through our Collaboration Agreement with Elbit, will initially derive from sales of robotic technology
+mounted on UAS Octocopter platform, and later from sales of our robot mounted on other platforms, such as light all-terrain vehicles and
+sea-mounted on boats. 
+● Focus on sales in the United
+States . We believe that the United States military will be a lead and reference customer. The United States alone presents a significant
+and diverse market opportunity - special operation forces units, various counter-terrorism (federal, state and city) units, regular local
+police forces (the use of less-lethal weapons), U.S. Army, National Guard, U.S. Navy, Coast Guard and the Border Police. 
+● Sales to the North Atlantic
+Treaty Organization (NATO) Countries . We believe adoption of such products in the United States will open the markets in countries
+that are U.S. allies such as the NATO countries. 
+Intellectual Property 
+Our success depends, at least
+in part, on our ability to protect our proprietary technology and intellectual property, and to operate without infringing or violating
+the proprietary rights of others. We rely on a combination of patents, trade secrets, know-how, and other contractual rights (including
+confidentiality and invention assignment agreements) to protect our intellectual property rights. We also restrict access to our sensitive
+intellectual property information to our most senior management. 
+To protect certain key technologies,
+we have submitted a U.S. patent Application for stabilization system patents, which is pending. We do not know whether any of our current
+or future patent applications will result in the issuance of any patents. 
+6 
+Sales and Marketing 
+Civilian Sector 
+Marketing and sales efforts
+are currently concentrated on the IC Drone as well as other potential applications of the Company’s technologies and capabilities,
+using company employees, service providers, agent and related electric infrastructure companies. The current marketing efforts increased
+significantly following the official launch of the latest version of the IC Drone in November 2024 and the establishment of our wholly
+owned subsidiary Duke Greece in February 2025. 
+Defense and Military Market 
+On January 29, 2021, we, through
+Duke Israel, and Elbit entered in the Collaboration Agreement. Pursuant to the Collaboration Agreement, Duke Israel has granted Elbit
+a worldwide exclusive license for the use of Duke Israel’s know-how and intellectual property and the marketing, sales, production,
+and further development of the TIKAD for military, defense, homeland security, and para-military uses. As consideration for granting the
+worldwide exclusive license, Elbit will pay Duke Israel royalties from revenues received from worldwide sales of TIKAD, with royalty rates
+ranging from low to mid-double-figure percentages, depending on the tiers of the selling price of TIKAD, for a period starting from the
+date of the Collaboration Agreement until 15 years following receipt of $50 million in cumulative revenues from sales of TIKAD units.
+In addition, Duke Israel agreed to pay Elbit similar rates of royalties for revenues received by Duke from sales of its advanced robotic
+system for civil use, if such systems will include new know-how developed by Elbit. 
+On June 15, 2021, we announced
+that our wholly owned Israeli subsidiary, Duke Airborne Systems Ltd., received a notice of allowance from the U.S. Patent and Trademark
+Office for a patent titled “Stabilization System” regarding its stabilization technology incorporated in its advanced robotic
+system. 
+Marketing and sales efforts related to TIKAD were originally anticipated
+to be led by Elbit due to our Collaboration Agreement with Elbit, and we are aware that Elbit is marketing drone-mounted remote weapon
+systems, including a system in the name of “Bird of Prey”. We requested reports from Elbit regarding sales and royalties related
+to drone-mounted remote weapon systems, as outlined in the Collaboration Agreement and it is in discussion with Elbit. 
+Competition 
+Civilian Sector 
+To our knowledge there is
+no equivalent cleaning system which is based on drones for cleaning insulators. Although drones are being used for cleaning solar panels
+as well as windows, using high pressure water, such systems cannot handle the challenges that come with cleaning of insulators due to
+the high voltage environment that effects the drones. 
+Competition is based on product
+and program performance, price, reputation, reliability, life cycle costs, overall value to the customer and responsiveness to customer
+requirements. This includes the ability to respond to rapid changes in technology. In addition, our competitive position sometimes may
+be affected by specific requirements in particular geographic and product markets. 
+We plan to continually adapt
+to market conditions by adjusting our business strategy to changing market conditions. In addition, we plan to seek to enter into strategic
+partnership and cooperation agreements that we believe can assist us in overcoming the challenges of competing in our industry. 
+Our competitors, either alone
+or through their strategic partners, might have substantially greater name recognition and financial, technical, manufacturing, marketing
+and human resources than we do. These entities may also have significantly greater experience and infrastructure in commercializing civilian
+or defense products, obtaining regulatory approval for those products and commercializing those products around the world. 
+7 
+Defense and Military Market 
+While we believe that our
+products are novel, and that we have unique knowledge of military operational demands and challenges and years of developing complex military
+airborne systems and advanced robotics, the defense industry is a competitive environment. 
+Government Regulation 
+Government Contracting
+Regulations. We operate under laws, regulations and administrative rules governing defense and other government contracts,
+mainly in Israel and the United States. Some of these carry major penalty provisions for non-compliance, including disqualification from
+participating in future contracts. In addition, our participation in governmental procurement processes in Israel, the United States and
+other countries is subject to specific regulations governing the conduct of the process of procuring defense and homeland security contracts. 
+Israeli Export Regulations. Israel’s
+defense export policy regulates the sale of a number of our systems and products. Current Israeli policy encourages exports to approved
+customers of defense systems and products such as ours, as long as the export is consistent with Israeli government policy. Subject to
+certain exemptions, a license is required to initiate marketing activities. We also must receive a specific export license for defense
+related hardware, software and technology exported from Israel. Israeli law also regulates export of “dual use” items (items
+that are typically sold in the commercial market but that also may be used in the defense market). We have filed marketing applications
+with the IMOD and have already received marketing approvals for about fifty (50) countries including the U.S. It is expected that in the
+mid-term more than seventy-five percent (75%) of our revenue will be derived from exports subject to Israeli export regulations. 
+Approval of Israeli
+Defense Acquisition. The Israeli Defense Entities Law (Protection of Defense Interests) establishes conditions for the approval
+of an acquisition or transfer of control of an entity that is determined to be an Israeli “defense entity” under the terms
+of the law. Designation as a “defense entity” is to occur through an order to be issued jointly by the Israeli Prime Minister,
+Defense Minister and Economy Minister. Although no such orders relating to us have been issued as of the date hereof, it is possible that
+our Israeli subsidiary may be designated as a “defense entity” under the law. An order (pursuant to the law) would establish
+conditions and restrictions regarding non-Israeli control of our Israeli subsidiary. For example, Israeli government approval might be
+required for acquisition of twenty-five percent (25%) or more of the voting securities or a smaller percentage of shares of common stock
+that grant “means of control” in the Company, if such were to directly affect the control of our Israeli subsidiary. Means
+of Control for the purposes of the law includes the right to control the vote at a shareholders’ meeting or to appoint a director. 
+Approval of U.S. and
+Other Defense Acquisitions. Many countries in addition to Israel also require governmental approval of acquisitions of local
+defense companies or assets by foreign entities. Mergers and acquisitions of certain types of defense related businesses in the U.S. are
+subject to the Foreign Investment and National Security Act (“FINSA”). Under FINSA, foreign acquisitions of certain types
+of defense related businesses in the U.S. require review, and in some cases approval, by the Committee on Foreign Investment in the United
+States (“CFIUS”). In that regard, if a foreign entity attempts to acquire us or all of our domestic assets, such transactions
+may be subject to FINSA, and in certain instances CFIUS has the authority to order divestment and cancellation of the transaction. 
+“ Buy American”
+Laws. The U.S. “Buy American” laws impose price differentials or prohibitions on procurement of products purchased
+under U.S. government programs. The price differentials or prohibitions apply to products that are not made in the United States or that
+do not contain U.S. components making up at least fifty percent (50%) of the total cost of all components in the product. However, a Memorandum
+of Agreement between the United States and Israeli governments waives the “Buy American” laws for specified products, including
+most of the products we may sell in the United States. 
+Procurement Regulations. Solicitations
+for procurements by governmental purchasing agencies in Israel, the United States and other countries are governed by laws, regulations
+and procedures relating to procurement integrity, including avoiding conflicts of interest, corruption, human trafficking and conflict
+minerals in the procurement process. Such regulations also include provisions relating to information assurance and for the avoidance
+of counterfeit parts in the supply chain. 
+8 
+Anti-Bribery Regulations. We
+conduct operations in a number of markets that are considered high risk from an anti-bribery compliance perspective. Laws and regulations
+such as the Israel Penal Code, the Organization for Economic Cooperation and Development (“OECD”) Convention on Combating
+Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act
+and corresponding legislation in other countries, prohibit providing personal benefits or bribes to government officials in connection
+with the governmental procurement process. Israeli defense exporters, like ourselves, are required to maintain an anti-bribery compliance
+program, including specific procedures, record keeping and training. 
+Audit
+Regulations. The IMOD may audit our books and records relating to its contracts with us. Our books and records and other
+aspects of projects that will be related to the U.S. defense contracts will be subject to audit by U.S. government audit agencies. Such
+audits review compliance with government contracting cost accounting and other applicable standards. If discrepancies are found this could
+result in a downward adjustment of the applicable contract’s price. Some other customers have similar rights under specific contract
+provisions. 
+Civil Aviation Regulations. Several
+of our products for commercial aviation applications are subject to flight safety and airworthiness standards of the U.S. Federal Aviation
+Administration and similar civil aviation authorities in Israel, Greece, the EU, and other countries. 
+Environmental, Health
+and Safety Regulations. We are subject to a variety of environmental, health and safety laws and regulations in the jurisdictions
+in which we have operations. This includes regulations relating to air, water and ground contamination, hazardous waste disposal and other
+areas with a potential environmental or safety impact. 
+Employees 
+We currently have one full-time
+employee, our Chief Executive Officer. Additionally, we engage two (2) executive officers: our Chief Technology Officer (“CTO”)
+and our Chief Financial Officer. We engage freelance contractors and consultants in order to limit our operating expenses and therefore
+allowing us to scale as necessary. We maintain long-term relationships with these freelance contractors and consultants. 
+Some of our consulting agreements
+include undertakings with respect to non-competition and assignment to us of intellectual property rights developed in the course of employment
+and confidentiality. The enforceability of such provisions is limited for some employees by Israeli law. 
+We are also currently a “smaller
+reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent
+company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50
+million during the most recently completed fiscal year. As a “smaller reporting company” we are able to provide simplified
+executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002
+(the “Sarbanes-Oxley Act”) requiring that independent registered public accounting firms provide an attestation report on
+the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings,
+including, among other things, only being required to provide two years of audited financial statements in annual reports.

raw/filings/0001638911/2024/0001213900-25-025286/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+36

raw/filings/0001638911/2025/0001213900-26-026927/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001638911,DUKRW,DUKE Robotics Corp.,2025,10-K,2026-03-12,2025-12-31,2026-03-12T20:02:59.000Z,0001213900-26-026927,ea0279194-10k_duke.htm,ANNUAL REPORT,6265460,1,1,https://www.sec.gov/Archives/edgar/data/1638911/000121390026026927/ea0279194-10k_duke.htm,https://www.sec.gov/Archives/edgar/data/1638911/000121390026026927/

raw/filings/0001638911/2025/0001213900-26-026927/item1.txt

@@ -0,0 +1,455 @@
+Item 1. Business. 
+Corporate Overview 
+We are a robotics company
+developing advanced robotic and drone-based systems. Our technologies include an advanced robotic stabilization system that enables remote,
+real-time, pinpoint-accurate firing of small arms and light weapons, as well as civilian drone-based solutions focused on infrastructure
+maintenance, which is a drone technology for conducting routine maintenance of critical infrastructure for electric utility insulator
+cleaning. 
+Although our stabilization
+technology was initially designed for use on unmanned aerial systems (“UAS”), our robotic solutions are adaptable to other
+military platforms and civilian applications. 
+Corporate History and Structure 
+We were founded in 2014 as
+Unlimited Aerial Systems, LLP (“UAS LLP”). Prior to 2020, we operated as a developer and manufacturer of commercial unmanned
+aerial systems, with a focus on providing quadrotor aerial platforms for law enforcement and first responder markets. 
+Duke Robotics Inc. (“Duke
+Inc.”) was formed in April 2016 and has a wholly owned Israeli subsidiary, Duke Airborne Systems Ltd. (“Duke Israel”),
+incorporated under the laws of the State of Israel. Duke Israel’s principal offices are located at 10 HaRimon Street, Mevo Carmel
+Science and Industrial Park, Israel 2069203, and our telephone number is +972-054-5707050. Our website address is https://dukeroboticsys.com. 
+On March 9, 2020, we completed
+a share exchange transaction pursuant to which Duke Inc. became our majority-owned subsidiary (the “Share Exchange”). As a
+result of the Share Exchange, we adopted Duke Inc.’s business plan. On April 29, 2020, we entered into an Agreement and Plan of
+Merger with Duke Inc. and our wholly owned subsidiary, UAS Acquisition Corp. On June 25, 2020, Duke Inc. filed a Certificate of Merger
+with the State of Delaware, and the merger was consummated, resulting in Duke Inc. becoming our wholly owned subsidiary. 
+On February 18, 2025, we established
+Duke Robotics Hellas M I.K.E (“Duke Greece”), a wholly owned subsidiary formed under the laws of Greece. On January 13, 2026,
+Duke Greece received operational authorization from the Hellenic Civil Aviation Authority following completion of the Specific Operations
+Risk Assessment (“SORA”) process under EU Regulation 2019/947. This authorization enables IC Drone operations in Greece and
+aligns the system with European Union regulatory standards. 
+Effective October 22, 2020,
+our common stock began trading on the OTCQB Venture Market under the symbol “USDR.” 
+On October 28, 2024, we filed
+a Certificate of Amendment to change our corporate name from UAS Drone Corp. to DUKE Robotics Corp., effective November 4, 2024. In connection
+with the name change, our OTCQB trading symbol was changed from “USDR” to “DUKR,” effective November 4, 2024. 
+On March 4, 2026, we filed a Certificate of Change to effect a reverse
+stock split of the Company’s issued and outstanding common shares, par value $0.0001 per share at a ratio of 25-for-1 (the “Reverse
+Stock Split”), effective as of March 6, 2026. The Company will trade under a new CUSIP Number, 90344820. The Company’s Common Stock
+began trading on the OTCQB on a post-split basis at the market open on March 6, 2026. Following the Reverse Stock Split, the Company’s
+ticker symbol on the OTCQB is traded under the symbol DUKRD for 20 trading days, in accordance with OTC Marketplace rules. 
+Business Strategy and Technology Focus 
+Following the Share Exchange,
+we transitioned our strategic focus to advanced robotic stabilization systems for military and defense applications, while expanding into
+civilian infrastructure maintenance solutions. 
+Our business activities are
+focused on stabilized robotic systems for defense and homeland security applications and civilian drone-based solutions for infrastructure
+inspection and maintenance. Our commercialization efforts in the civilian market are primarily focused in Europe, with secondary efforts
+in other global markets, including the United States. 
+Defense and Stabilized Weapons Systems 
+Elbit Collaboration 
+On January 29, 2021, Duke
+Israel entered into a Collaboration Agreement with Elbit Systems Land Ltd. (“Elbit”) for the global marketing and sales, and
+the production and further development, of Duke’s stabilized weapons drone system mounted on a UAS, marketed under the commercial
+name “TIKAD.” Under the Collaboration Agreement, Elbit markets and deploys the stabilized weapons drone system under the brand
+name “Birds of Prey.” We are entitled to royalties from sales of this system in accordance with the terms of the agreement. 
+1 
+On April 2, 2025, we and Elbit
+executed a Supplement Letter expanding the collaboration to allow us to market the stabilized weapons drone system to military, defense,
+homeland security, and para-military customers, in coordination with Elbit. We are entitled to receive a commission, in the mid-single
+digit percentage range, from proceeds resulting from our marketing activities, in addition to royalties under the Collaboration Agreement.
+On July 9, 2025, we announced that we expect to receive initial royalty revenues from sales of the Birds of Prey system. 
+On August 28, 2025, we announced
+that the “Bird of Prey” stabilized weapons drone system was prominently featured in a comprehensive television report by Israel’s
+Channel 14 News examining the Israel Defense Forces’ (“IDF”) advanced weaponized drone warfare capabilities. The television
+report provided rare insight into the IDF’s ’secretive drone units’ and their revolutionary combat methodologies that
+have transformed modern battlefield operations, including in operational use throughout the “Iron Swords” war. The “Bird
+of Prey” system, which is developed and marketed as part of our strategic collaboration with Elbit was specifically highlighted
+in the broadcast as part of the coverage showcasing advanced weaponized drone technologies currently deployed by the IDF. 
+The report documented
+how these cutting-edge drone systems operate with “surgical precision” from the air, silently identifying, targeting, and
+neutralizing threats while keeping soldiers out of harm’s way. 
+Civilian Infrastructure Solutions 
+Insulator Cleaning Drone (IC Drone) 
+On August 15, 2022, Duke Israel
+introduced the Insulator Cleaning (“IC”) Drone, a drone-based system designed for routine maintenance of critical infrastructure,
+including cleaning high-voltage electric utility cable insulators. In August 2022, Duke Israel entered into an agreement with the Israel
+Electric Corporation (“IEC”) to provide drone-enabled insulator cleaning systems. In October 2023, we completed our obligations
+under this agreement. 
+In August 2024, we entered
+into a new commercial agreement with the IEC for insulator cleaning services using the IC Drone. On November 11, 2024, following our commercial
+agreement with IEC from August 2024, we announced the commercial launch of the IC Drone and the transition of the technology into active
+service. 
+On November 25, 2024, we announced
+initial revenue generation under the August 2024 IEC agreement. The IEC committed to a minimum utilization level with a guaranteed payment
+in the low seven figures (in NIS) during the first year of the agreement. The IEC satisfied this minimum utilization commitment, and on
+May 27, 2025, extended the agreement for an additional year. 
+The IC Drone provides: (i)
+enhanced safety and precision for high-voltage insulator cleaning; (ii) reduced water usage supporting environmental sustainability; and
+(iii) lower operational costs compared to traditional maintenance methods. 
+On June 10, 2025, we announced
+the launch of our next-generation Insulator Cleaning Drone System (“ICDS2”), featuring: 
+● Extended flight and operational time; 
+● Increased maximum takeoff weight; 
+● Enhanced stability and position holding; 
+● Advanced radar capabilities; and 
+● Improved cleaning durability. 
+The ICDS2 was deployed at
+the start of the 2025 insulator cleaning season, marking a full-season operational timeline. 
+2 
+AEROTRACE™ 
+In February 2026, we introduced
+AEROTRACE™, an aerial monitoring and intelligence solution designed to support infrastructure operators in assessing asset conditions
+and enhancing situational awareness. AEROTRACE™ integrates aerial data capture with software-driven analytics, including AI-assisted
+image analysis, and may be deployed as a standalone solution or in conjunction with our IC Drone services. 
+Intellectual Property 
+On June 15, 2021, Duke Israel
+received a notice of allowance from the U.S. Patent and Trademark Office for a patent titled “Stabilization System,” relating
+to the Company’s robotic stabilization technology. 
+Capital Structure and Financings 
+Equity Incentive Plan 
+On May 27, 2021, our board of directors approved the 2021 Equity Incentive
+Plan (the “2021 Plan”). On March 18, 2025, our board approved an increase in the number of shares available under the 2021
+Plan from 192,000 to 360,000 shares. On March 10, 2026, our Board approved an increase in the number of shares available under the 2021
+Plan from 360,000 to 440,000 shares, and also approved to adjust the number of shares under the 2021 Plan and the numbers of options
+and per-option exercise price of the options that were already granted pursuant to the Reverse Stock Split ratio of 25:1. 
+Private Placements 
+On May 11, 2021, we entered into securities purchase agreements with
+eight non-U.S. investors (the “Investors”) in a private placement offering in which we agreed to issue and sell an aggregate
+of: (i) 500,000 shares of common stock at a price of $10 per share; and (ii) warrants to purchase 500,000 shares of common stock.
+The warrants were exercisable immediately and for a term of 18 months and had an exercise price of $10 per share. The aggregate gross
+proceeds from the offering were approximately $5,000,000 and the offering closed on May 11, 2021. On April 5, 2022, we entered into an
+agreement with the Investors pursuant to which we extended the term of the warrants, to expire on November 11, 2023. On November 1, 2023,
+we and the Investors executed a second extension agreement, such that the term of the warrants was to expire on November 11, 2024. 
+On June 20, 2024, we entered
+into a Warrant Amendment Agreement (the “Warrant Amendment Agreement”) with the Investors to amend the terms of the warrants
+issued in connection with the May 11, 2021 securities purchase agreements. Under the Warrant Amendment Agreement, we and the Investors
+agreed to: (i) extend the warrant exercise term to May 11, 2026; (ii) amend the warrant exercise price, increasing it from $10 per share
+to $16.25 per share; and (iii) include a beneficial ownership blocker that limits the exercise of such warrants if the exercise would
+result in the holder beneficially owning more than 19.99% of our common stock immediately following the exercise. On March 10, 2026, we
+entered into an additional Warrant Amendment Agreement with the Investors pursuant to which we extended the term of the warrants, to expire
+on May 1, 2031. 
+On December 30, 2025, we entered
+into securities purchase agreements with seven (7) non-U.S. investors, pursuant to which we, in a private placement offering, agreed to
+issue and sell to the investors an aggregate of: (i) 83,338 shares of our common stock at a price of $9 per share (the “Purchase
+Price”); and (ii) warrants to purchase 83,338 shares of common stock. The warrants have an exercise price of $16.25 per share,
+are exercisable immediately and expire on November 30, 2026, subject to extension to May 30, 2028 if a public offering or other qualifying
+financing of at least $2,500,000 has not occurred prior to such date. In addition, the securities purchase agreement contains a make whole
+provision that provides for the investors to receive additional shares of common stock in the event that we consummate a firm-commitment
+underwritten public offering on a major stock exchange by November 30, 2026 at a price per share (after giving effect to a 20% discount)
+that is less than the Purchase Price. The aggregate gross proceeds from the offering were approximately $750,000 and the offering closed
+on January 6, 2026. Proceeds from the offering were used for general corporate purposes and working capital, including supporting our
+operational and commercialization initiatives. On March 10, 2026, we entered into an additional Warrant Amendment Agreement with the Investors
+pursuant to which we extended the term of the warrants, to expire on May 1, 2031. 
+3 
+Authorized Capital Increase 
+On October 15, 2025, we filed
+a Certificate of Amendment to increase our authorized common stock from 100,000,000 to 350,000,000 shares and to authorize up to 10,000,000
+shares of blank-check preferred stock. 
+Market Opportunity 
+Civilian sector 
+Insulator Cleaning Drone 
+Insulators are key components
+of every high voltage electrical infrastructure around the world while routine cleaning and maintenance of insulators is crucial in order
+to optimize system efficiency, prevent power outages, reducing risks of flashovers and corrosion. Cleaning of high voltage infrastructure
+leads to better system performance and efficiency, improves safety by reducing the risk of electricity failure and accidents especially
+in urban areas, and extends the life of the insulators. 
+Currently, the global standard
+for routine cleaning of insulators involves the use of helicopter fleets and crane trucks. The cleaning routine requires getting near
+to active high voltage lines and using high-pressure washers carried by helicopters or crane trucks. Such process is considered extremely
+dangerous and bears significant risks of electricity shock or an impact of the helicopter blades with the electricity grid resulting in
+damages to the grid line and possible harm to human life. 
+IC Drone offers a revolutionary,
+safer and cost-efficient method for maintenance of high voltage electrical infrastructure. The worldwide electricity transmission market
+is huge and estimated in millions of insulators. The current cost per insulator cleaning is high and electricity operators around the
+world fail to meet cleaning plans. 
+Defense and military market 
+The United States and other
+countries around the world have significantly increased their use of UASs for intelligence gathering, surveillance and tactical applications,
+such as delivery of heavy ordnance bombs and missiles. The use of UASs to fire small arms and light weapons from the air are becoming
+a viable option as demonstrated by recent conflicts in the Ukraine and the near Middle East. Our technology thus addresses a crucial need
+of modern warfare to bring a wide range of weapons other than bombs and missiles to bear on remote hostile targets without risk to the
+military personnel deploying the weapons, while at the same time minimizing collateral damage. In addition, the rapid evolution of small,
+unmanned air systems (“sUAS”) technologies, along with their size and low cost, enables novel concepts of employment that
+present challenges to current defense systems, creating new asymmetric threats for warfighters. Our system also addresses the crucial
+need for counter sUAS solutions and offers a kinetic interception, or “drone kill drone,” capability for defeating enemy sUAS. 
+Our system was designed with
+input from veterans of Israel’s elite special mission units. It is operated intuitively via a touch-based tablet, which serves as
+its control unit. Minimal prior training is required in order to operate the robot. In June 2016, our robot mounted on our UAS Octocopter
+platform was awarded the top prize at the Combating Terrorism Technology Conference sponsored by the United States Defense Department’s
+Combating Terrorism Technical Support Office, Israel’s Ministry of Defense Directorate of Defense Research and Development and the
+MIT Enterprise Forum of Israel. 
+Products 
+IC Drone 
+Our IC Drone is a first-of-its-kind
+robotic, drone-enabled system for cleaning electric utility insulators. The IC Drone’s unique system, based on Duke’s advanced
+intellectual property and know-how, integrates algorithms, autonomous systems, and robotic technologies used in mission-critical applications. 
+Our IC Drone offers a revolutionary,
+safer and cost-efficient, method for maintenance of high voltage electrical infrastructure, which require routine cleaning of insulators
+in order to optimize system efficiency and prevent power outages. Currently, the global standard for routine cleaning of insulators involves
+the use of helicopter fleets and crane trucks. 
+4 
+Our aim is to expand our IC
+Drone service offerings to additional utility providers worldwide while continuing to develop new solutions to address evolving industry
+needs. Accordingly, we are also developing AI-driven monitoring and analytics solutions designed to support continuous inspection, anomaly
+detection and predictive maintenance for power grids and other critical utility infrastructure. These solutions are being advanced both
+internally and, in certain cases, through collaborations with third-party technology partners. 
+On June 10, 2025, we
+announced the launch of our next-generation Insulator Cleaning Drone System, representing a significant technological advancement in our
+innovative utility maintenance drone solution. The ICDS2 builds upon our proven IC Drone technology with substantial performance improvements
+designed to enhance operational capabilities for utility providers worldwide. The ICDS2 is agnostic to the drone platform and can be adjusted
+and adapted to fit and be mounted on other type of drone platforms that meet our specifications and certification. 
+The ICDS2 features several
+key technological advancements over its predecessor: 
+● 
+Extended Flight and Operational Time: Offering longer flight duration, enabling more efficient servicing of multiple high-voltage insulators in every flight mission. 
+● 
+Increased Maximum Takeoff Weight: A considerably higher payload capacity allows the system to carry more cleaning agent, allowing longer refill intervals and enhancing operational efficiency. 
+● 
+Enhanced Stability and Position Holding: Advanced stabilization algorithms and improved communication systems deliver superior precision during cleaning operations, enabling operational capabilities even in more challenging weather conditions. 
+● 
+Advanced Radar System: Next-generation sensors provide improved detection capabilities, enhancing safety and allowing for operations in more complex environments. 
+● 
+Superior Cleaning Durability: Reinforced cleaning mechanisms and optimized water delivery systems increase cleaning effectiveness while reducing maintenance requirements. 
+AEROTRACE™ aerial monitoring and intelligence
+solution 
+In February 2026, we announced
+the introduction of AEROTRACE™, an aerial monitoring and intelligence solution, integrating a combination of capabilities and developments
+in the fields of hardware, sensors, software and artificial intelligence (“AI”), including through collaboration with other
+parties, designed to support infrastructure operators in assessing asset conditions and enhancing situational awareness. AEROTRACE™
+integrates aerial data capture with software-driven analytics, including AI-assisted image analysis, to help identify areas of interest
+and potential anomalies across large-scale and distributed infrastructure assets. AEROTRACE™ is designed to be deployed as a standalone
+monitoring solution and may also complement our existing robotic IC Drone services by informing maintenance planning and prioritization.
+The introduction of AEROTRACE™ reflects our ongoing efforts to expand its technology portfolio beyond robotic hardware to include
+data- and intelligence-driven solutions. 
+UAS Octocopter Integrated with Stabilized Robotic
+Gimbal Remote Weapon Systems 
+Our advanced 6 Degrees of
+Freedom (“DOF”) robotic system enables remote, real-time, pinpoint accurate firing of small arms and light weapons that can
+achieve pinpoint accuracy regardless of the movement of the weapons platform or the target. It is intended primarily for Military and
+homeland security purposes and our lightweight robot allows accurate firing from various configurations consisting of UAS-mounted, land-mounted
+on light all-terrain vehicles and sea-mounted on boats. 
+Through Duke Israel we entered
+into a Collaboration Agreement with Elbit for the global marketing and sales, and the production and further development by Elbit of our
+developed advanced robotic system mounted on a UAS, armed with lightweight firearms, which we then marketed under the commercial name
+“TIKAD”. 
+Elbit is marketing the drone-mounted
+remote weapon systems, including a system in the name of “Bird of Prey”. 
+5 
+Assembly and Testing 
+Our manufacturing facility
+of the ICDS that is mounted on the drone, is located in Israel. The manufacturing process of our ICDS largely consists of the
+assembly, integration and testing of purchased components. 
+We purchase custom-made machined
+parts and other components required for production of the ICDS from third-party manufacturers. We source parts and materials from approximately
+twenty suppliers located primarily in the United States, Europe, Israel and China. Although certain components are manufactured to our
+specifications, we believe they are common in nature and can be obtained from alternative suppliers if needed. We are not dependent on
+any single supplier. However, if a supplier discontinues delivery, identifying a replacement source may result in additional cost and
+manufacturing delays. 
+The manufacturing process
+for our ICDS primarily consists of the assembly, integration, and testing of purchased components. As part of the testing process, components
+are evaluated and approved against the expected points of failure during extended and high-intensity operations, including tests of load-carrying
+capacity, software performance, and compliance with electrical utility safety and live-line standards. Following laboratory testing, the
+ICDS and the UAS platforms undergo a multi-stage field-testing process designed to validate the performance of each system function. The
+ICDS is then mounted and integrated onto third-party commercially available drones, followed by airborne testing phases. 
+Our ICDS is designed to be
+drone-platform agnostic and can be adapted to different drone platforms that meet our defined specifications and regulatory certifications.
+We currently utilize a commercially available drone (including its batteries and chargers) manufactured by a well-known international
+drone manufacturer, which has been deployed by us in thousands of flight hours. 
+We have built an in-house
+laboratory to support assembly, system integration, testing and ongoing commercialization activities. We believe the current size and
+capacity of this laboratory will be sufficient to support our near-term production and commercialization needs. 
+Pursuant to our Collaboration
+Agreement with Elbit, manufacturing of the defense-market variant of our technology—branded as the “Bird of Prey”—is
+conducted by Elbit. Research and development related to the defense variant is likewise carried out by Elbit, while we retain the contractual
+right to make mutual and unlimited use for civilian applications of any new knowledge developed by Elbit under the collaboration. 
+Our research and development
+capabilities support both ongoing improvements to the ICDS and the development of new applications for utility and infrastructure customers.
+In collaboration with the IEC, we continue to develop complementary capabilities such as hydrophobic coating applications for insulators.
+In parallel, we are developing AI-based monitoring solutions for power grids and other critical utility infrastructure, including through
+collaborations with third parties. These capabilities are expected to integrate with and enhance the performance, safety, and value proposition
+of our robotic aerial service systems. 
+Market Strategy 
+Civilian Market 
+We are currently focused on
+expanding the commercialization of the IC Drone, a first-of-its-kind robotic, drone-enabled system for cleaning electric utility insulators,
+in the civilian market. The unique system, based on our advanced intellectual property and know-how, integrates algorithms, autonomous
+systems, and robotic technologies used in mission-critical applications. 
+On August 15, 2022, we signed
+an agreement with the IEC to provide drone-enabled systems for cleaning electric utility cable insulators. During October 2023, we
+successfully completed our obligations under our agreement with the IEC by proving the efficiency and safety that comes by using our IC
+Drone. Following that successful pilot, in August 2024, we, through Duke Israel, entered into another agreement with the IEC to provide
+high-voltage insulator washing services using the IC Drone system and on May 27, 2025, IEC extended the agreement for an additional year. 
+6 
+On February 18, 2025, we announced
+that we established Duke Greece, which is focused on expanding our innovative IC Drone technology in Greece. Our IC Drone technology provides
+utility companies with a safer, more efficient, and environmentally sustainable solution for maintaining high-voltage electric infrastructure
+as well as potential other applications of our technologies and capabilities. The IC Drone’s proven success with the IEC demonstrates
+its significant market potential for broader deployment across additional regions and sectors. On January 13, 2026, we announced that
+Duke Greece, received operational authorization for its IC Drone system from the HCAA, Greece’s civil aviation regulator. The authorization
+to operate the IC Drone in Greece was granted following Duke Greece’s successful completion of the SORA process, a comprehensive,
+risk-based methodology developed by the EASA to ensure that complex drone operations are conducted safely and in compliance with EU Regulation
+2019/947. The authorization permits Duke Greece to conduct drone flights as part of its IC Drone product. With the receipt of this authorization,
+Duke Greece has completed the regulatory process required to enable IC Drone operations in the Greek market. The SORA framework is an
+accepted means of compliance under EASA regulations governing drone operations across all European Union member states. While authorizations
+remain subject to review by individual national aviation authorities, the completion of the SORA process under the EU-harmonized framework
+aligns the IC Drone system with the regulatory standards applicable across the EU. 
+We are currently in the initial
+phases of our global expansion strategy and remain focused on leveraging our proprietary technologies to unlock new growth opportunities
+in the civilian sector. We aim to expand our IC Drone service offerings to additional utility providers worldwide while continuing to
+develop new solutions to address evolving industry needs. 
+Defense and Military Market 
+We expect that our growth
+in the defense and military market, through our Collaboration Agreement with Elbit, will initially derive from sales of robotic technology
+mounted on UAS Octocopter platform, and later from sales of our robot mounted on other platforms, such as light all-terrain vehicles and
+boats. 
+● 
+Focus on sales in the United States. We believe that the United States military will be a lead and reference customer. The United States alone presents a significant and diverse market opportunity - special operation forces units, various counter-terrorism (federal, state and city) units, regular local police forces (the use of less-lethal weapons), U.S. Army, National Guard, U.S. Navy, Coast Guard and the Border Police. 
+● 
+Sales to the North Atlantic Treaty Organization (NATO) Countries. We believe adoption of such products in the United States will open the markets in countries that are U.S. allies such as the NATO countries. 
+Intellectual Property 
+Our success depends, at least
+in part, on our ability to protect our proprietary technology and intellectual property, and to operate without infringing or violating
+the proprietary rights of others. We rely on a combination of patents, trade secrets, know-how, and other contractual rights (including
+confidentiality and invention assignment agreements) to protect our intellectual property rights. We also restrict access to our sensitive
+intellectual property information to our most senior management. 
+To protect certain key technologies,
+we have currently only submitted a U.S. patent Application for stabilization system patents. On June 15, 2021, we announced that our wholly
+owned Israeli subsidiary, Duke Airborne Systems Ltd., received a notice of allowance from the U.S. Patent and Trademark Office for a patent
+titled “Stabilization System” regarding its stabilization technology incorporated in its advanced robotic system. We do not
+know whether any of our current or future patent applications will result in the issuance of any patents. We currently do not have pending
+patent applications or approved patents in any other country. 
+Certain of our product and
+solution names, including AEROTRACE™, are used by us in connection with our business and offerings. AEROTRACE™ is a product
+name used by us and we are in the process of preparing an application to register the name as a trademark. Until such registration is
+completed, we rely on common law rights and other applicable protections with respect to such product names. 
+Sales and Marketing 
+Civilian Sector 
+Marketing and sales efforts
+are currently concentrated on the IC Drone as well as other potential applications of the Company’s technologies and capabilities,
+using company service providers, agent and related electric infrastructure companies. The current marketing efforts increased significantly
+following the official launch of the latest version of the IC Drone in June 2025 and the establishment of our wholly owned subsidiary
+Duke Greece in February 2025. 
+7 
+Defense and Military Market 
+On January 29, 2021, we, through
+Duke Israel, and Elbit entered in the Collaboration Agreement. Pursuant to the Collaboration Agreement, Duke Israel has granted Elbit
+a worldwide exclusive license for the use of Duke Israel’s know-how and intellectual property and the marketing, sales, production,
+and further development of the system we marketed under the name TIKAD (“System”) for military, defense, homeland security,
+and para-military uses. As consideration for granting the worldwide exclusive license, Elbit will pay Duke Israel royalties from revenues
+received from worldwide sales of the System, with royalty rates ranging from low to mid-double-figure percentages, depending on the tiers
+of the selling price of System, for a period starting from the date of the Collaboration Agreement until 15 years following receipt of
+$50 million in cumulative revenues from sales of System units. In addition, Duke Israel agreed to pay Elbit similar rates of royalties
+for revenues received by Duke from sales of its advanced robotic system for civil use, if such systems will include new know-how developed
+by Elbit. 
+On April 2, 2025, we and Elbit
+executed a Supplement Letter expanding the collaboration to allow us to market the stabilized weapons drone system to military, defense,
+homeland security, and para-military customers, in coordination with Elbit. We are entitled to receive a commission, in the mid-single
+digit percentage range, from proceeds resulting from our marketing activities, in addition to royalties under the Collaboration Agreement. 
+Marketing and sales efforts
+related to the System are led by Elbit due to our Collaboration Agreement with Elbit, and we are aware that Elbit is marketing drone-mounted
+remote weapon systems, including a system in the name of “Bird of Prey”. 
+Competition 
+Civilian Sector 
+To our knowledge there are
+several drone based systems for cleaning different types of infrastructures including solar panels, wind turbines, buildings, windows,
+etc., using high pressure water. We believe such systems are not designed to handle the challenges that come with cleaning high voltage
+power grid insulators due to the high voltage environment that affects the drones. 
+Competition is based on product
+and program performance, price, reputation, reliability, life cycle costs, overall value to the customer and responsiveness to customer
+requirements. This includes the ability to respond to rapid changes in technology. In addition, our competitive position sometimes may
+be affected by specific requirements in particular geographic and product markets. 
+We plan to continually adapt
+to market conditions by adjusting our business strategy to changing market conditions. In addition, we plan to seek to enter into strategic
+partnership and cooperation agreements that we believe can assist us in overcoming the challenges of competing in our industry. 
+Our competitors, either alone
+or through their strategic partners, might have substantially greater name recognition and financial, technical, manufacturing, marketing
+and human resources than we do. These entities may also have significantly greater experience and infrastructure in commercializing civilian
+or defense products, obtaining regulatory approval for those products and commercializing those products around the world. 
+Defense and Military Market 
+While we believe that our
+products are novel, and that we have unique knowledge of military operational demands and challenges and years of developing complex military
+airborne systems and advanced robotics, the defense industry is a competitive environment. 
+Government Regulation 
+Government Contracting
+Regulations. We operate under laws, regulations and administrative rules governing defense and other government contracts, mainly
+in Israel and the United States. Some of these carry major penalty provisions for non-compliance, including disqualification from participating
+in future contracts. In addition, our participation in governmental procurement processes in Israel, the United States and other countries
+is subject to specific regulations governing the conduct of the process of procuring defense and homeland security contracts. 
+Israeli Export Regulations. Israel’s
+defense export policy regulates the sale of a number of our systems and products. Current Israeli policy encourages exports to approved
+customers of defense systems and products such as ours, as long as the export is consistent with Israeli government policy. Subject to
+certain exemptions, a license is required to initiate marketing activities. We also must receive a specific export license for defense
+related hardware, software and technology exported from Israel. Israeli law also regulates export of “dual use” items (items
+that are typically sold in the commercial market but that also may be used in the defense market). 
+8 
+Approval of Israeli Defense
+Acquisition. The Israeli Defense Entities Law (Protection of Defense Interests) establishes conditions for the approval of an
+acquisition or transfer of control of an entity that is determined to be an Israeli “defense entity” under the terms of the
+law. Designation as a “defense entity” is to occur through an order to be issued jointly by the Israeli Prime Minister, Defense
+Minister and Economy Minister. Although no such orders relating to us have been issued as of the date hereof, it is possible that our
+Israeli subsidiary may be designated as a “defense entity” under the law. An order (pursuant to the law) would establish conditions
+and restrictions regarding non-Israeli control of our Israeli subsidiary. For example, Israeli government approval might be required for
+acquisition of twenty-five percent (25%) or more of the voting securities or a smaller percentage of shares of common stock that grant
+“means of control” in the Company, if such were to directly affect the control of our Israeli subsidiary. Means of Control
+for the purposes of the law includes the right to control the vote at a shareholders’ meeting or to appoint a director. 
+Approval of U.S. and Other
+Defense Acquisitions. Many countries in addition to Israel also require governmental approval of acquisitions of local defense
+companies or assets by foreign entities. Mergers and acquisitions of certain types of defense related businesses in the U.S. are subject
+to the Foreign Investment and National Security Act (“FINSA”). Under FINSA, foreign acquisitions of certain types of defense
+related businesses in the U.S. require review, and in some cases approval, by the Committee on Foreign Investment in the United States
+(“CFIUS”). In that regard, if a foreign entity attempts to acquire us or all of our domestic assets, such transactions may
+be subject to FINSA, and in certain instances CFIUS has the authority to order divestment and cancellation of the transaction. 
+“ Buy American”
+Laws. The U.S. “Buy American” laws impose price differentials or prohibitions on procurement of products purchased
+under U.S. government programs. The price differentials or prohibitions apply to products that are not made in the United States or that
+do not contain U.S. components making up at least fifty percent (50%) of the total cost of all components in the product. However, a Memorandum
+of Agreement between the United States and Israeli governments waives the “Buy American” laws for specified products, including
+most of the products we may sell in the United States. 
+“The
+American Security Drone Act (ASDA)”. The ASDA, part of the National Defense Authorization Act (NDAA) ,
+bans U.S. federal agencies from procuring or operating drones manufactured in “covered foreign entities,” primarily targeting
+China, due to security risks. It prohibits the use of federal funds for such drones and mandates the removal of existing foreign drones
+from federal inventory, with limited exceptions for, e.g., research or emergency operations. 
+Procurement Regulations. Solicitations
+for procurements by governmental purchasing agencies in Israel, the United States and other countries are governed by laws, regulations
+and procedures relating to procurement integrity, including avoiding conflicts of interest, corruption, human trafficking and conflict
+minerals in the procurement process. Such regulations also include provisions relating to information assurance and for the avoidance
+of counterfeit parts in the supply chain. 
+Anti-Bribery Regulations. We
+conduct operations in a number of markets that are considered high risk from an anti-bribery compliance perspective. Laws and regulations
+such as the Israel Penal Code, the Organization for Economic Cooperation and Development (“OECD”) Convention on Combating
+Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act
+and corresponding legislation in other countries, prohibit providing personal benefits or bribes to government officials in connection
+with the governmental procurement process. Israeli defense exporters, like ourselves, are required to maintain an anti-bribery compliance
+program, including specific procedures, record keeping and training. 
+Audit Regulations. The
+IMOD may audit our books and records relating to its contracts with us. Our books and records and other aspects of projects that will
+be related to the U.S. defense contracts will be subject to audit by U.S. government audit agencies. Such audits review compliance with
+government contracting cost accounting and other applicable standards. If discrepancies are found this could result in a downward adjustment
+of the applicable contract’s price. Some other customers have similar rights under specific contract provisions. 
+Civil Aviation Regulations. Several
+of our products for commercial aviation applications are subject to flight safety and airworthiness standards of the U.S. Federal Aviation
+Administration and similar civil aviation authorities in Israel, Greece, the EU, and other countries. On January 13, 2026, Duke Greece
+received operational authorization from the Hellenic Civil Aviation Authority following completion of the SORA process under EU Regulation
+2019/947. This authorization enables IC Drone operations in Greece and aligns the system with European Union regulatory standards. 
+Environmental, Health and
+Safety Regulations. We are subject to a variety of environmental, health and safety laws and regulations in the jurisdictions
+in which we have operations. This includes regulations relating to air, water and ground contamination, hazardous waste disposal and other
+areas with a potential environmental or safety impact. 
+9 
+Employees 
+We engage three (3) executive officers: our Chief Executive Officer
+(“CEO”), Chief Technology Officer (“CTO”) and our Chief Financial Officer (“CFO”) as well as one (1)
+additional employee that serves as our Vice President Business Development. We engage freelance contractors and consultants in order to
+limit our operating expenses and therefore allowing us to scale as necessary. We maintain long-term relationships with these freelance
+contractors and consultants. 
+Some of our consulting agreements
+include undertakings with respect to non-competition and assignment to us of intellectual property rights developed in the course of employment
+and confidentiality. The enforceability of such provisions is limited for some employees by Israeli law. 
+We are also currently a “smaller
+reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent
+company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50
+million during the most recently completed fiscal year. As a “smaller reporting company” we are able to provide simplified
+executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002
+(the “Sarbanes-Oxley Act”) requiring that independent registered public accounting firms provide an attestation report on
+the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings,
+including, among other things, only being required to provide two years of audited financial statements in annual reports.

raw/filings/0001638911/2025/0001213900-26-026927/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+40

raw/filings/0001639068/2024/0001641172-25-008843/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001639068,HBUV,Hubilu Venture Corp,2024,10-K,2025-05-06,2024-12-31,2025-05-06T20:11:46.000Z,0001641172-25-008843,form10-k.htm,10-K,16011535,1,1,https://www.sec.gov/Archives/edgar/data/1639068/000164117225008843/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1639068/000164117225008843/

raw/filings/0001639068/2024/0001641172-25-008843/item1.txt

@@ -0,0 +1,297 @@
+Item
+1. Description of Business. 
+Organization 
+We
+were incorporated in the State of Delaware as a for-profit company on March 2, 2015 and established a fiscal year end of December 31.
+On March 4, 2015, we filed a Certificate of Correction to the Certificate of Incorporation to correct our name to Hubilu Venture Corporation
+from Hubilu Venture Corp. On March 5, 2015, our incorporator adopted our bylaws and appointed our sole director. We were formed to provide
+consulting and advisory services to real estate professionals and investors to assist them in finding properties and evaluating them
+for purchase or leasing. We are not a real estate brokerage firm and do not engage in real estate brokerage activities. 
+Our
+services are focused on the research and analysis of real estate properties and advising clients on the best use of their real estate
+assets. On August 18, 2016 we established a real estate acquisitions’ division seeking to raise money and acquire real estate assets. 
+3 
+On
+March 5, 2015, we issued 25,000,000 shares of our common stock, valued at $0.001 per share, to our founder, David Behrend for $75,000
+in cash or $0.003 per share. On April 30, 2015, Mr. Behrend transferred his shares to Jacaranda Investments, Inc., a Wyoming corporation
+he previously owned, but sold on June 24, 2022, in exchange for 30,000 shares of Jacaranda’s common shares. From April 7, 2015
+to May 7, 2015, we sold and issued 235,000 shares of our common stock at a price of $0.10 per share for $23,500 to 40 accredited investors.
+On May 4, 2015, we issued 191,500 shares of our common stock, valued by our sole director at $0.10 per share, or $19,150, to 12 individuals
+for services rendered to us. Six of these individuals had already purchased shares of our common stock at the price of $0.10 per share.
+On October 1, 2016, we issued 100,000 shares to 5 individuals for share-based compensation, valued by our sole director at $0.10 per
+share, for compensation of $50,000 for services rendered to us by them. Presently, we estimate our monthly burn rate is approximately
+$30,000 per month, which consists of general and administrative expenses, consulting fees, professional fees, property taxes, rent, repairs
+and maintenance, transfer agent and filings fees and utilities. We believe that our revenues will cover our burn rate over the next 12
+months. 
+Our
+principal business, executive and registered statutory office is located at 205 South Beverly Drive, Suite 205, Beverly Hills, CA 90212
+and our telephone number is (310) 308-7887 and email contact is tracy@ hubilu.com . Our URL address is www.hubilu.com . 
+Business 
+We
+were formed as a real estate consulting and acquisition firm that commenced operations in March 5, 2015, and, until June 2015, was limited
+to organizational and business development activities. In June 2015, we entered into our first consulting agreement with a client. As
+a real estate advisory and consulting company, we assist real estate investor professionals, as well as established companies, with advisory
+and consulting services focused on providing research, analysis and acquisition opportunities to them. Our mission is to assist investors
+and professionals in the early-stage analysis of market opportunities and the evaluation of properties prior to them committing capital
+for the purchase or the leasing of real estate properties. We are not real estate brokers and do not intend to offer brokerage services. 
+Commencing
+in June 2015, we engaged our first client, 112 South Eucalyptus Avenue, LLC, to assist it in evaluating the best use of its property. 
+We
+have and continue to provide consulting services for several clients and are now seeking real estate acquisitions to complement our 30 existing
+properties. We anticipate that our revenues will increase as we secure additional clients and acquire properties in the next twelve months. 
+The
+closing of these contemplated transactions is subject to due diligence clear title. We believe that our revenues will cover our operating
+costs over the next 12 months; however, our majority shareholder has agreed to advance us necessary working capital, if necessary. We
+currently have one director. This individual allocates time and personal resources to us and devote approximately 40 hours each,
+per week to us. 
+Real
+Estate Acquisitions 
+On
+August 18, 2016, we launched a real estate acquisition division to acquire real estate for our company. 
+As
+of December 31, 2024, we had acquired a total of 30 rental properties, which are held under 9 different subsidiaries formed as limited
+liability corporations, including the following 6 properties acquired during 2024 through our subsidiary, Mopane Investments, LLC: 
+● 1100
+W 48 th Street, Los Angeles, California, acquired on October 23, 2024 
+● 1659
+Roosevelt Avenue, Los Angeles, California, acquired on August 30, 2024 
+● 802
+E. 25 th Street, Los Angeles, California, acquired on August 20, 2024 
+● 1460
+N. Eastern Avenue, Los Angeles, California, acquired on June 27, 2024 
+● 1457
+W. 35th Street, Los Angeles, California, acquired on June 20, 2024 
+● 4700
+S. Budlong Avenue, Los Angeles, California, acquired on May 8, 2024 
+Real
+Estate Consulting: 
+Market
+Opportunity 
+We
+believe the real estate consulting and advisory industries are sectors of the U.S. economy, which have seen increased activity since
+interest rates are at their current higher levels, requiring investors to be selective in their decisions, creating potential for a public
+company focused on evaluating real estate opportunities. We continue to focus on residential rental real estate and development. 
+Historically,
+the U.S. real estate industry has tended to be cyclical. The real estate market experienced a significant downturn from the 2007 peak
+to a trough in 2009, representing the most severe downturn in property sales since at least 1990. Since 2009, real estate sales for transactions
+of $1 million and above have increased by 97% and dollar volume has increased by 235%. The Los Angeles housing market forecast for the
+3 years ending in 2025 is positive according to CAR.com which estimates that the rising housing market prices in Los Angeles is 6 % annually
+during this period. If the Housing Market forecast is correct, home values will be higher at the end of 2025 than at the end of 2024.
+This upturn has been, and we believe will continue to be, primarily driven by low inventory, and Los Angeles ongoing as a place to live. 
+4 
+Availability,
+Rent Pricing and Cost of Financing . The availability and cost of debt financing is challenging but creates opportunities to acquire
+assets at reasonable prices. Rental prices continue to rise matching inflation at minimum and this allows for stronger returns, even
+with higher interest rates. 
+We
+believe this is an underserved market segment and intend to offer our consulting services to private clients. Competition will come from
+brokerage firms, consulting departments of accounting and consulting firms and other real estate advisory firms. 
+Our
+Business Strategy – Consulting 
+● 
+We
+intend to provide consulting and advisory services to our clients for fee-based compensation. We will negotiate our fees on a case-by-case
+basis and intend to offer hourly rates and flat fees for our services We intend to help provide our clients with research and analysis
+to minimize their time to evaluate properties. We believe that our services will reduce time, costs and accelerate the time to enable
+the client to purchase or lease real estate without the pressure of commission sales professionals. 
+● 
+Apply
+a structured consulting and asset management process to our clients. Web-based technology is becoming increasingly capital-efficient,
+and our model is optimized to leverage this trend using the Internet and various online research tools. 
+We
+will provide a variety of services to client companies, including the following: 
+● 
+Analysis
+of current trends and transactions; 
+● 
+Consulting
+on structure and financing including corporate formation services; 
+● 
+Investment
+analysis of properties; 
+● 
+Marketing,
+branding and public relations with respect to leasing and branding; 
+● 
+Formulating
+operating strategies for the properties; 
+● 
+Formulating
+other strategies designed to maximize property values, including tenant analysis; 
+● 
+Relocation
+services; 
+● 
+Introductions
+to potential joint venture partners; and 
+● 
+Assisting
+in financial modeling. 
+We
+believe that the services we offer to our future clients will be quality, value added services that will enable long term success for
+them and us. 
+We
+intend to derive income from our clients for the performance of these services. We also intend to acquire and operate additional residential
+rental properties and derive income from management fees and operating income. 
+Financing
+Strategy 
+Our
+ability to increase our revenues and market our services will be dependent on additional outside financing, and reinvesting our profits.
+Primary responsibility for the overall planning and management of our services will rest with our management. For each service, we plan
+to offer, management will need to assess the market and our needs to offer such consulting or advisory services at cost-effective prices
+to real estate investors and users. All decisions will be subject to budgetary restrictions and our business control. We cannot provide
+any guarantee that we will be able to ever offer services on cost-effect terms. 
+Competition 
+The
+real estate student housing acquisition and rental industry is highly competitive. We compete with a variety of individuals and companies,
+many of which have greater financial and other resources than us or are subsidiaries or divisions of larger organizations. In particular,
+the industry is characterized by a few large, dominant organizations performing this service. 
+Competition
+for our corporate rentals comes mainly from individual homeowners and small investors who acquire houses like us, with the intention
+of upgrading them and renting them to these corporate tenants. 
+The
+major competitive factors in our business are our ability to compete effectively in providing students and corporations, quality housing
+at an affordable price, maintaining properties in excellent condition and obtaining market rents from tenants. We believe we compete
+effectively in these areas. 
+5 
+Real
+Estate Acquisitions/ Business Acquisitions: 
+Market
+Opportunity 
+We
+acquire student housing properties that are adjacent to the USC campus and which offer recession proof stability and top of the market
+value on rents, and residential properties to rent to corporate housing and as residential rentals. 
+Off
+Campus Student Housing began in the mid 1990’s as an infancy industry with high growth potential, with many real estate investors
+capitalizing on the premium rents and lack of housing on university campuses. 
+Why
+Student Housing is Growing: 
+○ 
+Stable
+and Rising College Enrollment 
+○ 
+Demand
+Exceeds Supply 
+○ 
+Students
+Desire Homelike Amenities 
+○ 
+Lower
+Off-Campus Housing Costs 
+○ 
+Capital
+Constraints on Universities 
+○ 
+Recession
+Proof Industry 
+○ 
+Premium
+Market Rents Year-Round 
+USC
+Students are using the four Metro Stations in walking distance of USC Campus to access Downtown Los Angeles, including Crypto.com Center,
+LA Live, Nightlife Clubs and Bars, Entertainment Centers, Shopping Opportunities. 
+Average
+monthly rents of a unit in the USC area rose from approximately $750 in 2005 to $2,100 in 2024 and student enrollment at USC has grown
+from 32,000 in 2005 to 47,000 in 2023-24, with 26,000 being graduate students. 
+There
+are also opportunities to develop multi-family properties within walking distance of the newly constructed Los Angeles Metro/subway stations,
+taking advantage of upside density, zoning changes, and higher rents. 
+● 
+In
+addition to on-demand car service availability, tenants benefit by being near the LA Metro/subway stations, eliminating the need
+and costs for personal vehicles and parking. 
+● 
+Development
+opportunities will increase as the city encourages more density around the LA Metro/subway systems to help minimize vehicle congestion
+and pollution levels. 
+● 
+Increased
+rents and development opportunities will result in higher values and a greater return on investment. 
+● 
+Acquisitions
+of profitable high growth businesses in the industries of Business Services (Property Management, Clean Tech (Green), Healthcare
+Services, I.T./Cloud) and e-Commerce (B2B, B2C) operating in Southern California. 
+In
+addition to investing in real estate, we intend to diversify our investment portfolio and expand our revenue sources to include the acquisitions
+of profitable high growth businesses to increase our cash flow, including Property Management, CleanTech (Green), Healthcare, Intelligent
+Technology/Cloud, and Wellness. 
+Our
+Business Strategy 
+● 
+Seek
+out and acquire Real Estate which management believes has limited downside risk, is recession proof, and is in the path of growth
+to facilitate high rental income upside and equity appreciation. 
+● 
+Purchase
+single family and multi-family properties and portfolios, either at discounted prices or which require cosmetic renovations, to maximize
+cash flow and equity appreciation in the shortest possible time. 
+● 
+Undertake
+development projects that involve material construction and/or renovations to realize the highest and best use upside value with
+significant long term investment returns. 
+● 
+Acquire
+business opportunities that bring in high cash flow, with low risk, that expands our portfolio, offset our current and expanding
+operating costs, and allow us to grow our real estate acquisition division. 
+● 
+Focus
+on below-market or other non-listed opportunities 
+● 
+Our
+goal is to acquire 5 properties over the next 12 months 
+6 
+Financing
+Strategy 
+Our
+ability to increase our revenues, net profit and cash flow will be dependent on our ability to acquire more properties, additional bank
+and outside financing, advances from our majority shareholder and reinvesting our profits. Primary responsibility for the overall planning
+and management of our services will rest with our management. For each acquisition, management will need to assess the market and the
+ability to make a profit from rental income less expenses and cost of capital of the potential acquisitions. 
+Competition 
+The
+real estate student housing acquisition and rental industry is highly competitive. We compete with a variety of individuals and companies,
+many of which have greater financial and other resources than us or are subsidiaries or divisions of larger organizations. In particular,
+the industry is characterized by a small number of large, dominant organizations that perform this service. 
+Competition
+for our corporate rentals comes mainly from individual homeowners and small investors who acquire houses, similar to us, with the intention
+of upgrading them and renting them to these corporate tenants. 
+The
+major competitive factors in our business are our ability to compete effectively in providing quality housing at an affordable price,
+maintaining properties in excellent condition and obtaining market rents from tenants. We believe we will compete effectively in these
+areas. 
+Many
+of our competitors have substantially greater financial, technical, managerial, marketing and other resources than we do, and if our
+competitors offer services at lower rental prices, we may have to lower the prices we charge, which will adversely affect our results
+of operations. But the demand for single family residential tenancy is high and we believe prices for house rentals will continue to
+increase. 
+Intellectual
+Property Rights 
+We
+do not currently have any intellectual property rights. 
+Our
+Website 
+Our
+website is located at www.hubilu.com and it provides a description of our company, our services, our mission statement, along
+with our contact information including our address, telephone number and e-mail address. 
+Dependence
+on Customers 
+We
+are pursuing a real estate acquisition strategy as well as seeking new customers. 
+Trademarks
+and Patents 
+We
+do not have any registered trademarks or patents. 
+Need
+for any Government Approval of Principal Services 
+We
+are also subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state
+and federal levels. Sales of the services we intend to provide to customers may be subject to U.S. and local government regulations. 
+Research
+and Development 
+We
+have not spent any money on research and development activities. 
+Employees 
+Presently,
+we only have two employees, consisting of our non-paid Chief Executive Officer, who is also our sole director, and our Vice President
+of Investor Relations who devote their time as needed to our business and expect to devote 40 hours per week. 
+7

raw/filings/0001639068/2024/0001641172-25-008843/item13.txt

@@ -0,0 +1,2 @@
+Item 13. Certain Relationships and Related Transactions, and Director Independence. 
+29

raw/filings/0001639068/2025/0001493152-26-015682/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001639068,HBUV,Hubilu Venture Corp,2025,10-K,2026-04-08,2025-12-31,2026-04-08T18:47:30.000Z,0001493152-26-015682,form10-k.htm,10-K,165099542,1,1,https://www.sec.gov/Archives/edgar/data/1639068/000149315226015682/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1639068/000149315226015682/

raw/filings/0001639068/2025/0001493152-26-015682/item1.txt

@@ -0,0 +1,298 @@
+Item
+1. Description of Business. 
+Organization 
+We
+were incorporated in the State of Delaware as a for-profit company on March 2, 2015 and established a fiscal year end of December 31.
+On March 4, 2015, we filed a Certificate of Correction to the Certificate of Incorporation to correct our name to Hubilu Venture Corporation
+from Hubilu Venture Corp. On March 5, 2015, our incorporator adopted our bylaws and appointed our sole director. We were formed to provide
+consulting and advisory services to real estate professionals and investors to assist them in finding properties and evaluating them
+for purchase or leasing. We are not a real estate brokerage firm and do not engage in real estate brokerage activities. 
+Our
+services are focused on the research and analysis of real estate properties and advising clients on the best use of their real estate
+assets. On August 18, 2016 we established a real estate acquisitions’ division seeking to raise money and acquire real estate assets. 
+On
+March 5, 2015, we issued 25,000,000 shares of our common stock, valued at $0.001 per share, to our founder, David Behrend for $75,000
+in cash or $0.003 per share. On April 30, 2015, Mr. Behrend transferred his shares to Jacaranda Investments, Inc., a Wyoming corporation
+he previously owned, but sold on June 24, 2022, in exchange for 30,000 shares of Jacaranda’s common shares. From April 7, 2015
+to May 7, 2015, we sold and issued 235,000 shares of our common stock at a price of $0.10 per share for $23,500 to 40 accredited investors.
+On May 4, 2015, we issued 191,500 shares of our common stock, valued by our sole director at $0.10 per share, or $19,150, to 12 individuals
+for services rendered to us. Six of these individuals had already purchased shares of our common stock at the price of $0.10 per share.
+On October 1, 2016, we issued 100,000 shares to 5 individuals for share-based compensation, valued by our sole director at $0.10 per
+share, for compensation of $50,000 for services rendered to us by them. Presently, we estimate our monthly burn rate is approximately
+$30,000 per month, which consists of general and administrative expenses, consulting fees, professional fees, property taxes, rent, repairs
+and maintenance, transfer agent and filings fees and utilities. We believe that our revenues will cover our burn rate over the next 12
+months. 
+3 
+Our
+principal business, executive and registered statutory office is located at 205 South Beverly Drive, Suite 205, Beverly Hills, CA 90212
+and our telephone number is (310) 308-7887 and email contact is tracy@ hubilu.com . Our URL address is www.hubilu.com . 
+Business 
+We
+were formed as a real estate consulting and acquisition firm that commenced operations in March 5, 2015, and, until June 2015, was limited
+to organizational and business development activities. In June 2015, we entered into our first consulting agreement with a client. As
+a real estate advisory and consulting company, we assist real estate investor professionals, as well as established companies, with advisory
+and consulting services focused on providing research, analysis and acquisition opportunities to them. Our mission is to assist investors
+and professionals in the early-stage analysis of market opportunities and the evaluation of properties prior to them committing capital
+for the purchase or the leasing of real estate properties. We are not real estate brokers and do not intend to offer brokerage services. 
+Commencing
+in June 2015, we engaged our first client, 112 South Eucalyptus Avenue, LLC, to assist it in evaluating the best use of its property. 
+We
+have and continue to provide consulting services for several clients and are now seeking real estate acquisitions to complement our 34
+existing properties. We anticipate that our revenues will increase as we secure additional clients and acquire properties in the next
+twelve months. 
+The
+closing of these contemplated transactions is subject to due diligence clear title. We believe that our revenues will cover our operating
+costs over the next 12 months; however, our majority shareholder has agreed to advance us necessary working capital, if necessary. We
+currently have one director. This individual allocates time and personal resources to us and devote approximately 40 hours each, per
+week to us. 
+Real
+Estate Acquisitions 
+On
+August 18, 2016, we launched a real estate acquisition division to acquire real estate for our company. 
+As
+of December 31, 2025, we had acquired a total of 34 rental properties, which are held under 9 different subsidiaries formed as limited
+liability corporations, including the following 4 properties acquired during 2025 through our subsidiary, Elata Investments, LLC: 
+● 
+1460
+Exposition Boulevard., Los Angeles, California, acquired on September 24, 2025 
+● 
+417
+W. 52 nd Place, Los Angeles, California, acquired on August 12, 2025 
+● 
+1434
+W. 22 nd Street, Los Angeles, California, acquired on May 30, 2025 
+�� 
+1650
+S. Rimpau Boulevard, Los Angeles, California, acquired on May 12, 2025 
+Real
+Estate Consulting: 
+Market
+Opportunity 
+We
+believe the real estate consulting and advisory industries are sectors of the U.S. economy, which have seen increased activity since
+interest rates are at their current higher levels, requiring investors to be selective in their decisions, creating potential for a public
+company focused on evaluating real estate opportunities. We continue to focus on residential rental real estate and development. 
+Historically,
+the U.S. real estate industry has tended to be cyclical. The real estate market experienced a significant downturn from the 2007 peak
+to a trough in 2009, representing the most severe downturn in property sales since at least 1990. Since 2009, real estate sales for transactions
+of $1 million and above have increased by 97% and dollar volume has increased by 235%. The Los Angeles housing market forecast for the
+3 years ending in 2025 is positive according to CAR.com which estimates that the rising housing market prices in Los Angeles is 6 % annually
+during this period. If the Housing Market forecast is correct, home values will be higher at the end of 2025 than at the end of 2024.
+This upturn has been, and we believe will continue to be, primarily driven by low inventory, and Los Angeles ongoing as a place to live. 
+Availability,
+Rent Pricing and Cost of Financing . The availability and cost of debt financing is challenging but creates opportunities to acquire
+assets at reasonable prices. Rental prices continue to rise matching inflation at minimum and this allows for stronger returns, especially
+with interest rates dropping. 
+We
+believe this is an underserved market segment and intend to offer our consulting services to private clients. Competition will come from
+brokerage firms, consulting departments of accounting and consulting firms and other real estate advisory firms. 
+4 
+Our
+Business Strategy – Consulting 
+● 
+We
+intend to provide consulting and advisory services to our clients for fee-based compensation. We will negotiate our fees on a case-by-case
+basis and intend to offer hourly rates and flat fees for our services We intend to help provide our clients with research and analysis
+to minimize their time to evaluate properties. We believe that our services will reduce time, costs and accelerate the time to enable
+the client to purchase or lease real estate without the pressure of commission sales professionals. 
+● 
+Apply
+a structured consulting and asset management process to our clients. Web-based technology is becoming increasingly capital-efficient,
+and our model is optimized to leverage this trend using the Internet and various online research tools. 
+We
+will provide a variety of services to client companies, including the following: 
+● 
+Analysis
+of current trends and transactions; 
+● 
+Consulting
+on structure and financing including corporate formation services; 
+● 
+Investment
+analysis of properties; 
+● 
+Marketing,
+branding and public relations with respect to leasing and branding; 
+● 
+Formulating
+operating strategies for the properties; 
+● 
+Formulating
+other strategies designed to maximize property values, including tenant analysis; 
+● 
+Relocation
+services; 
+● 
+Introductions
+to potential joint venture partners; and 
+● 
+Assisting
+in financial modeling. 
+We
+believe that the services we offer to our future clients will be quality, value added services that will enable long term success for
+them and us. 
+We
+intend to derive income from our clients for the performance of these services. We also intend to acquire and operate additional residential
+rental properties and derive income from management fees and operating income. 
+Financing
+Strategy 
+Our
+ability to increase our revenues and market our services will be dependent on additional outside financing, and reinvesting our profits.
+Primary responsibility for the overall planning and management of our services will rest with our management. For each service, we plan
+to offer, management will need to assess the market and our needs to offer such consulting or advisory services at cost-effective prices
+to real estate investors and users. All decisions will be subject to budgetary restrictions and our business control. We cannot provide
+any guarantee that we will be able to ever offer services on cost-effect terms. 
+Competition 
+The
+real estate student housing acquisition and rental industry is highly competitive. We compete with a variety of individuals and companies,
+many of which have greater financial and other resources than us or are subsidiaries or divisions of larger organizations. In particular,
+the industry is characterized by a few large, dominant organizations performing this service. 
+Competition
+for our corporate rentals comes mainly from individual homeowners and small investors who acquire houses like us, with the intention
+of upgrading them and renting them to these corporate tenants. 
+The
+major competitive factors in our business are our ability to compete effectively in providing students and corporations, quality housing
+at an affordable price, maintaining properties in excellent condition and obtaining market rents from tenants. We believe we compete
+effectively in these areas. 
+5 
+Real
+Estate Acquisitions/ Business Acquisitions: 
+Market
+Opportunity 
+We
+acquire student housing properties that are adjacent to the USC campus and which offer recession proof stability and top of the market
+value on rents, and residential properties to rent to corporate housing and as residential rentals. 
+Off
+Campus Student Housing began in the mid 1990’s as an infancy industry with high growth potential, with many real estate investors
+capitalizing on the premium rents and lack of housing on university campuses. 
+Why
+Student Housing is Growing: 
+○ 
+Stable
+and Rising College Enrollment 
+○ 
+Demand
+Exceeds Supply 
+○ 
+Students
+Desire Homelike Amenities 
+○ 
+Lower
+Off-Campus Housing Costs 
+○ 
+Capital
+Constraints on Universities 
+○ 
+Recession
+Proof Industry 
+○ 
+Premium
+Market Rents Year-Round 
+USC
+Students are using the four Metro Stations in walking distance of USC Campus to access Downtown Los Angeles, including Crypto.com Center,
+LA Live, Nightlife Clubs and Bars, Entertainment Centers, Shopping Opportunities. 
+Average
+monthly rents of a unit in the USC area rose from approximately $750 in 2005 to $2,200 in 2025 and student enrollment at USC has grown
+from 32,000 in 2005 to 46,000 in 2025-26, with 21,000 being graduate students. 
+There
+are also opportunities to develop multi-family properties within walking distance of the newly constructed Los Angeles Metro/subway stations,
+taking advantage of upside density, zoning changes, and higher rents. 
+● 
+In
+addition to on-demand car service availability, tenants benefit by being near the LA Metro/subway stations, eliminating the need
+and costs for personal vehicles and parking. 
+● 
+Development
+opportunities will increase as the city encourages more density around the LA Metro/subway systems to help minimize vehicle congestion
+and pollution levels. 
+● 
+Increased
+rents and development opportunities will result in higher values and a greater return on investment. 
+● 
+Acquisitions
+of profitable high growth businesses in the industries of Business Services (Property Management, Clean Tech (Green), Healthcare
+Services, I.T./Cloud), Health and Wellness, and e-Commerce (B2B, B2C) operating in Southern California. 
+In
+addition to investing in real estate, we expanded our investment portfolio by adding Health and Wellness and will continue to expand
+our revenue sources to include the acquisitions of profitable high growth businesses to increase our cash flow, including Property Management,
+CleanTech (Green), Healthcare, Intelligent Technology/Cloud, and AI. 
+Our
+Business Strategy 
+● 
+Seek
+out and acquire Real Estate which management believes has limited downside risk, is recession proof, and is in the path of growth
+to facilitate high rental income upside and equity appreciation. 
+● 
+Purchase
+single family and multi-family properties and portfolios, either at discounted prices or which require cosmetic renovations, to maximize
+cash flow and equity appreciation in the shortest possible time. 
+● 
+Undertake
+development projects that involve material construction and/or renovations to realize the highest and best use upside value with
+significant long term investment returns. 
+● 
+Acquire
+business opportunities that bring in high cash flow, with low risk, that expands our portfolio, offset our current and expanding
+operating costs, and allow us to grow our real estate acquisition division. 
+● 
+Focus
+on below-market or other non-listed opportunities 
+● 
+Our
+goal is to acquire 5 properties over the next 12 months 
+6 
+Financing
+Strategy 
+Our
+ability to increase our revenues, net profit and cash flow will be dependent on our ability to acquire more properties, additional bank
+and outside financing, advances from our majority shareholder and reinvesting our profits. Primary responsibility for the overall planning
+and management of our services will rest with our management. For each acquisition, management will need to assess the market and the
+ability to make a profit from rental income less expenses and cost of capital of the potential acquisitions. 
+Competition 
+The
+real estate student housing acquisition and rental industry is highly competitive. We compete with a variety of individuals and companies,
+many of which have greater financial and other resources than us or are subsidiaries or divisions of larger organizations. In particular,
+the industry is characterized by a small number of large, dominant organizations that perform this service. 
+Competition
+for our corporate rentals comes mainly from individual homeowners and small investors who acquire houses, similar to us, with the intention
+of upgrading them and renting them to these corporate tenants. 
+The
+major competitive factors in our business are our ability to compete effectively in providing quality housing at an affordable price,
+maintaining properties in excellent condition and obtaining market rents from tenants. We believe we will compete effectively in these
+areas. 
+Many
+of our competitors have substantially greater financial, technical, managerial, marketing and other resources than we do, and if our
+competitors offer services at lower rental prices, we may have to lower the prices we charge, which will adversely affect our results
+of operations. But the demand for single family residential tenancy is high and we believe prices for house rentals will continue to
+increase. 
+Intellectual
+Property Rights 
+We
+do not currently have any intellectual property rights. 
+Our
+Website 
+Our
+website is located at www.hubilu.com and it provides a description of our company, our services, our mission statement, along
+with our contact information including our address, telephone number and e-mail address. 
+Dependence
+on Customers 
+We
+are pursuing a real estate acquisition strategy as well as seeking new customers. 
+Trademarks
+and Patents 
+We
+do not have any registered trademarks or patents. 
+Need
+for any Government Approval of Principal Services 
+We
+are also subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state
+and federal levels. Sales of the services we intend to provide to customers may be subject to U.S. and local government regulations. 
+Research
+and Development 
+We
+have not spent any money on research and development activities. 
+Employees 
+Presently,
+we only have two employees, consisting of our non-paid Chief Executive Officer, who is also our sole director, and our Vice President
+of Investor Relations who devote their time as needed to our business and expect to devote 40 hours per week. 
+7

raw/filings/0001639068/2025/0001493152-26-015682/item13.txt

@@ -0,0 +1,3 @@
+Item
+13. Certain Relationships and Related Transactions, and Director Independence. 
+28

raw/filings/0001639300/2024/0001140361-24-015681/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001639300,OLLI,"Ollie's Bargain Outlet Holdings, Inc.",2024,10-K,2024-03-27,2024-02-03,2024-03-27T21:15:36.000Z,0001140361-24-015681,ef20015294_10k.htm,10-K,10354249,1,1,https://www.sec.gov/Archives/edgar/data/1639300/000114036124015681/ef20015294_10k.htm,https://www.sec.gov/Archives/edgar/data/1639300/000114036124015681/

raw/filings/0001639300/2024/0001140361-24-015681/item1.txt

@@ -0,0 +1,368 @@
+Item 1. 
+Business. 
+Our company 
+Ollie’s is America’s largest retailer of closeout merchandise and excess inventory. Our stores sell name brand household related items that consumers use in their everyday lives at prices that are
+typically 20% to 70% below traditional retailers. Known for our assortment of products offered as “Good Stuff Cheap,” we offer customers a broad selection of brand name products, including housewares, bed and bath, food, floor coverings, health and
+beauty aids, books and stationery, toys and electronics. Our differentiated go-to market strategy is characterized by a unique, fun and engaging treasure hunt shopping experience, compelling customer value proposition and witty, humorous in-store
+signage, and advertising campaigns. These attributes have driven our rapid growth and strong and consistent store performance. 
+Ollie’s was founded based on the idea that “everyone in America loves a bargain.” Since opening our first store in Mechanicsburg, PA in 1982, Ollie’s has been offering customers high quality brand name
+products at drastically reduced prices through the buying and selling of closeout merchandise and excess inventory. Our store base has grown organically by backfilling existing markets and leveraging our brand awareness, marketing, and infrastructure
+to expand into new markets in contiguous states. We have grown to 512 stores in 30 states as of February 3, 2024. Our no-frills, “semi-lovely” warehouse style stores average approximately 33,000 square feet and generate consistently strong financial
+returns across all vintages, geographic regions, population densities, demographic groups, real estate formats and regardless of any co-tenant. Our business model has resulted in positive financial performance during strong and weak economic cycles.
+We recently completed our latest Real Estate feasibility study, which utilizes population and demographic data to look at store count and density across a changing United States landscape. The migration trend out of larger metropolitan areas and into
+rural suburban areas is a positive trend for Ollie’s and our latest analysis concludes that we could operate as many as 1,300 stores nationwide, up from a previous target of 1,050. 
+The closeout industry is large, highly fragmented, and growing. Fueling the growth is the consolidation of retailers and manufacturers around the globe. Larger retailers are being supplied by larger
+manufacturers and this is leading to larger order and product flows. In addition, manufacturers are constantly developing and introducing new products, new packaging, and working around endless changes and disruptions in the marketplace and supply
+chain. This is driving growth in the number of products being offered for sale by manufacturers at closeout type of prices. At the same time, the retail side of the closeout industry is highly fragmented, with many independent operators and small
+format stores. 
+1 
+Index 
+Our constantly changing merchandise assortment is procured by a highly experienced merchant team, who leverage deep, long-standing relationships with hundreds of major manufacturers, wholesalers,
+distributors, brokers, and retailers. These relationships enable our merchant team to find and select only the best buys from a broad range of brand name closeout product offerings and to pass drastically reduced prices along to our customers. As we
+grow, we believe our increased scale has provided and will continue to provide us with even greater access to brand name products as larger manufacturers seek larger buyers capable of acquiring an entire deal. Our merchant team augments these deals
+with directly sourced products, including Ollie’s own private label brands and other products exclusive to Ollie’s. 
+Our business model has produced consistently strong growth and financial performance. From 2019 through 2023: 
+• 
+Our store base expanded from 345 stores to 512 stores, a compound annual growth rate, or CAGR, of 10.4% and we entered five new states; 
+• 
+Comparable store sales grew at an average rate of 1.0% per year; and 
+• 
+Net sales increased from $1.408 billion to $2.103 billion, a CAGR of 10.5%. 
+(1) 2023 consisted of 53 weeks compared with 52 weeks in the prior-year periods. 
+Our competitive strengths 
+We believe the following strengths differentiate us from our competitors and serve as the foundation for our current and future growth: 
+“ Good Stuff Cheap”—Ever changing product assortment at drastically reduced prices . Our stores offer something for everyone across a diverse
+range of merchandise categories at prices typically 20 to 70% off traditional retailers. Our product assortment frequently changes based on the wide variety of deals available from the hundreds of brand name suppliers we have relationships with. We
+augment these opportunistic deals on brand name merchandise with directly-sourced unbranded products or those under our own private label brands and exclusively licensed recognizable brands and celebrity names. Brand name closeout merchandise
+represented approximately 65% and non-closeout goods and private label products collectively represented approximately 35% of the retail value of our 2023 merchandise purchases. Our treasure hunt shopping environment and slogan “when it’s gone, it’s
+gone” help to instill a “shop now” sense of urgency that encourages frequent customer visits. 
+2 
+Index 
+Our growing scale and highly experienced and disciplined merchant team . Since our founding in 1982, Ollie’s has been offering customers
+high quality brand name products at drastically reduced prices through the buying and selling of closeout merchandise and excess inventory. As we grow, we believe our increased scale provides us with even greater access to brand name closeout
+products as larger manufacturers seek larger buyers. Our merchant team maintains strong, long-standing relationships with a diverse group of suppliers, allowing us to procure branded merchandise at compelling values for our customers. We have been
+doing business with our top 15 suppliers for an average of over 15 years. Our well-established relationships with our suppliers, together with our scale, buying power, financial credibility and responsiveness, often make Ollie’s the first call for
+available deals. Our direct relationships with our suppliers have increased as we have grown and we continuously strive to broaden our supplier network. These factors provide us with increased access to goods, which enable us to be more selective in
+our deal-making and, we believe, help us provide compelling value and assortment of goods to our customers and fuel our continued profitable growth. 
+Distinctive brand and engaging shopping experience . Our distinctive and often self-deprecating humor and highly recognizable caricatures
+are used in our stores, flyers, mailers, website and email campaigns. We attempt to make our customers laugh as we poke fun at ourselves and current events. We believe this approach creates a strong connection to our brand and sets us apart from
+other, more traditional retailers. Our “semi-lovely” stores feature these same brand attributes together with witty signage in a warehouse format that creates a fun, relaxed and engaging shopping environment. We believe that by disarming our
+customers by getting them to giggle a bit, they are more likely to look at and trust our products for what they are—extremely great bargains. We offer a “30-day no hard time guarantee” as a means to overcome any skepticism associated with our cheap
+prices and to build trust and loyalty, because if our customers are not happy, we are not happy. We welcome customers to bring back their merchandise within that timeframe for a “no hard time” full refund. We also make it easy for our customers to
+browse our stores by displaying our products on easily accessible fixtures and by keeping the stores clean and well-lit. We believe our humorous brand image, compelling values and welcoming stores resonate with our customers and define Ollie’s as a
+unique and comfortable destination shopping location. 
+Extremely loyal “Ollie’s Army” customer base. Our best customers are members of our Ollie’s Army customer loyalty program, which stands at
+14.0 million members as of February 3, 2024. For 2023, over 80% of our sales were from Ollie’s Army members, and we grew our base of loyal members by 5.9% in 2023. Ollie’s Army members spend approximately 40% more per shopping trip at Ollie’s than
+non-members. We identify our target customer as “anyone age 25 or older with a wallet or a purse” seeking a great bargain. 
+Strong and consistent store model built for growth. We employ a proven new store model that generates strong cash flow, consistent
+financial results and attractive returns on investment. Our highly flexible real estate approach has proven successful across all vintages, geographic regions, population densities, demographic groups, real estate formats and regardless of any
+co-tenant. New stores have consistently opened strong, with higher net sales in their first 12 months of operations, than average existing stores due to the brand excitement surrounding grand openings and produced an average payback period of
+approximately two years. We believe that our consistent store performance, strategically-located distribution centers, and disciplined approach to site selection support the portability and predictability of our new unit growth strategy. 
+Highly experienced and passionate management team . Our leadership team has guided our organization through its expansion and positioned us
+for continued growth. We have assembled a talented and dedicated team of executives. Our senior executives possess extensive experience across a broad range of disciplines, including merchandising, marketing, real estate, finance, store operations,
+supply chain management, and information technology. We believe by encouraging equity ownership and fostering a strong team culture, we have aligned the interests of our executives with those of our stockholders. We believe these factors result in a
+cohesive team focused on sustainable long-term growth. 
+3 
+Index 
+Our growth strategy 
+We plan to continue to drive growth in sales and profitability by executing on the following strategies: 
+Grow our store base. We believe our compelling value proposition and the success of our stores across a broad range of geographic regions,
+population densities, and demographic groups create a significant opportunity to profitably increase our store count. Our internal estimates and third-party research conducted by Hoffman Strategy Group indicate the potential for more than 1,300
+national locations. Our new store real estate model is flexible and focuses predominately on second generation sites ranging in size from 25,000 to 35,000 square feet. We believe there is an ample supply of suitable low-cost, second generation real
+estate to allow us to infill within our existing markets as well as to expand into new, contiguous geographies. This approach leverages our distribution infrastructure, field management team, store management, marketing investments and brand
+awareness. We expect our new store openings to be the primary driver of our continued, consistent growth in sales and profitability. 
+Increase our offerings of great bargains. We will continue to enhance our supplier relationships and develop additional sources to acquire
+brand name closeout products for our customers. Our direct buying relationships with many major manufacturers, wholesalers, distributors, brokers, and retailers provide us with significant opportunities to expand our ever-changing assortment of brand
+name closeout merchandise at extreme values. As we continue to grow, we believe our increased scale will provide us with even greater access to brand name closeout products as major manufacturers seek a single buyer to acquire an entire deal. We
+plan to further invest in our merchandising team in order to expand and enhance our sourcing relationships and product categories, which we expect will drive shopping frequency and increase customer spending. 
+Leverage and expand Ollie’s Army. We intend to recruit new Ollie’s Army members and increase their frequency of store visits and spending
+by enhancing our distinctive, fun and recognizable marketing programs, building brand awareness, further rewarding member loyalty and utilizing more sophisticated data-driven targeted marketing. We believe these strategies, coupled with a larger
+store base, will enable us to increase the amount of sales driven by loyal Ollie’s Army customers seeking the next great deal. 
+Segments 
+We operate in one reporting segment. See Note 12, “Segment Reporting and Entity-Wide Information,” to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 
+Our merchandise 
+Strategy 
+We offer a highly differentiated, constantly evolving assortment of brand name merchandise across a broad range of categories at drastically reduced prices. Our ever-changing assortment of “Good Stuff
+Cheap” includes brand name closeout merchandise from leading manufacturers. We augment our brand name merchandise with opportunistic purchases of unbranded goods and our own domestic and direct-import private label brands in underpenetrated
+categories to further enhance the assortment of products that we offer. Brand name closeout merchandise represented approximately 65% and non-closeout goods and private label products collectively represented approximately 35% of the retail value of
+our 2023 merchandise purchases. We believe our compelling value proposition and the unique nature of our merchandise offerings have fostered our customer appeal across a variety of demographics and socioeconomic profiles. 
+4 
+Index 
+Our warehouse format stores feature a broad number of categories including housewares, bed and bath, food, floor coverings, health and beauty aids, books and stationery, toys, and electronics as well as
+other products including hardware, candy, clothing, sporting goods, pet and lawn and garden products. We focus on buying cheap to sell cheap and source products as unique buying opportunities present themselves. Our merchandise mix is designed to
+combine unique and brand name bargains at extremely attractive price points. This approach results in frequently changing product assortments and localized offerings which encourage shopper frequency and a “shop now” sense of urgency as customers
+hunt to discover the next deal. 
+The common element of our dynamic merchandise selection is the consistent delivery of great deals to our customers, with products offered at prices typically 20 to 70% off traditional retailers. Our
+product price tags allow customers to compare our competitor’s price against Ollie’s price to further highlight the savings they can realize by shopping at our stores. 
+Product mix 
+Examples of our product offerings include: 
+• 
+Housewares: cooking utensils, dishes, appliances, plastic containers, cutlery, storage and garbage bags, detergents and cleaning supplies, cookware and
+glassware, candles, hardware, frames, and giftware; 
+• 
+Bed and bath: household goods including bedding, towels, curtains, and associated hardware; 
+• 
+Food: packaged food including coffee, bottled non-carbonated beverages, salty snacks, candy, condiments, sauces, spices, dry pasta, canned goods, cereal,
+and cookies; 
+• 
+Floor coverings: laminate flooring, commercial and residential carpeting, area rugs, and floor mats; 
+• 
+Books and stationery: novels, children’s, how-to, business, cooking, inspirational and coffee table books, greeting cards and various office supplies, and
+party goods; 
+• 
+Electronics: home electronics, cellular accessories, and as seen on television; 
+• 
+Toys: dolls, action figures, puzzles, educational toys, board games, and other related items; 
+• 
+Health and beauty aids: personal care, hair care, oral care, health and wellness, over-the-counter medicine, first aid, sun
+care, and personal grooming; 
+• 
+Seasonal: summer furniture, air conditioners, fans and space heaters, and lawn & garden; and 
+• 
+Other: clothing, sporting goods, pet products, luggage, and automotive. 
+The following table shows the breakdown of our product offerings as a percentage of net sales for each of the last three fiscal years: 
+Percentage of Net Sales 
+2023 
+2022 
+2021 
+Consumables 
+23.8 
+% 
+21.6 
+% 
+19.8 
+% 
+Home 
+35.7 
+% 
+38.3 
+% 
+39.8 
+% 
+Seasonal 
+18.7 
+% 
+17.8 
+% 
+18.1 
+% 
+Other 
+21.8 
+% 
+22.3 
+% 
+22.3 
+% 
+Total 
+100.0 
+% 
+100.0 
+% 
+100.0 
+% 
+Consumables includes items such as health and beauty aids, food, candy, and pet food. Home includes items such as
+housewares, domestics, floor coverings, and hardware. Seasonal includes items such as summer furniture, air conditioners, fans and space heaters, toys, and lawn & garden. Other includes items such as books and stationery, electronics, clothing, sporting goods, pet products, luggage, and automotive. 
+5 
+Index 
+Product categories 
+We maintain consistent average margins across our primary product categories described below. 
+Brand name closeout merchandise 
+Brand name closeout merchandise represented approximately 65% of the retail value of our 2023 merchandise purchases. Our focus is to provide huge savings to our customers primarily through brand name
+products across a broad range of merchandise. Our experienced merchant team purchases deeply discounted, branded or closeout merchandise primarily from manufacturers, retailers, distributors, and brokers. This merchandise includes overstocks,
+discontinued merchandise, package changes, cancelled orders, excess inventory and buybacks from retailers, and major manufacturers. 
+Non-closeout goods/private label 
+Non-closeout and private label products collectively represented approximately 35% of the retail value of our 2023 merchandise purchases. We augment the breadth of our brand name merchandise with
+non-closeout and private label merchandise. In categories where the consumer is not as brand conscious, such as food, home textiles, and furniture, or when we may not be offering a current brand name merchandise deal, we will buy deeply discounted
+unbranded merchandise. These extreme value offerings are mixed in the stores with our brand name merchandise. We also have a variety of domestic and direct-import private label merchandise and exclusive products sold under numerous brands. These
+high-quality products are developed in key categories such as housewares and are designed to create brand-like excitement and complement our brand name merchandise. We also have licenses for private label products that use recognizable celebrity
+names or brand names. We routinely evaluate the quality and condition of these private label goods to ensure that we are delivering our customer a high-quality product at a great price. 
+Merchandise procurement and distribution 
+Our disciplined buying strategy and strict adherence to purchasing margins support our merchandising strategy of buying cheap to sell cheap. 
+Merchandising team 
+Our merchant team maintains strong, long-standing relationships with a diverse group of suppliers, allowing us to procure branded merchandise at compelling values for our customers. Our merchants
+specialize by department in order to build category expertise, in-depth knowledge and sourcing relationships. We believe our buying approach, coupled with long-standing and newly formed relationships, enable us to find the best deals from major
+manufacturers and pass drastically reduced prices along to our customers. We plan to further invest in and grow our merchandising team in order to expand and enhance our sourcing relationships and product categories, which we expect will drive
+shopping frequency and increase customer spending. 
+Merchandise procurement 
+We believe that our strong sourcing capabilities are the result of our tenured merchant team’s ability to leverage deep, long-standing relationships with hundreds of manufacturers, wholesalers, brokers,
+retailers, and other suppliers. Our merchants maintain direct relationships with brand manufacturers, regularly attend major tradeshows and travel the world to source extreme value offerings across a broad assortment of product categories. We are an
+ideal partner to major manufacturers because our merchants are experienced and empowered to make quick decisions. Each opportunity is unique, and our merchants negotiate directly with the supplier to lock in a particular deal. Our ability to select
+the most attractive opportunistic purchases from a growing number of available deals enables us to provide a wide assortment of goods to our customers at great bargain prices. 
+We source from over 1,100 suppliers. Our dedication to building strong relationships with suppliers is evidenced by an average relationship of over 15-years with our top 15 suppliers. As we continue to
+grow, we believe our increased scale will provide us with even greater access to brand name products since many major manufacturers seek a single buyer to acquire the entire deal. 
+6 
+Index 
+Distribution and logistics 
+We have made significant investments in our distribution network and personnel to support our store growth plan. Our stores generally receive shipments from our distribution centers one to two times a
+week, depending on the season and specific store size and sales volume. We utilize independent third party freight carriers. 
+Currently, we distribute approximately 95% of our merchandise from our distribution centers in York, PA, which completed a 201,000 square feet expansion in the beginning of fiscal 2023 (804,000 square
+feet), Commerce, GA (962,000 square feet), and Lancaster, TX (615,000 square feet). 
+During the first quarter of fiscal 2023, the Company purchased a parcel of land in Princeton, Illinois for its fourth distribution center and broke ground on construction of the 615,000 square feet
+facility in April 2023, the distribution center is expected to be operational in the second half of fiscal 2024. 
+With the expansion of our York, PA distribution center and the addition of our fourth distribution center, we believe our distribution capabilities will support up to 750 stores. 
+Our stores 
+As of February 3, 2024, we operated 512 stores, averaging approximately 33,000 square feet, across 30 contiguous states in the eastern half of the United States. Our highly flexible real estate approach
+has proven successful across all vintages, geographic regions, population densities, demographic groups, real estate formats and regardless of any co-tenant. Our business model has resulted in positive financial performance during strong and weak
+economic cycles. We have successfully opened stores in five new states since 2019, highlighting the portability of our new store model. 
+In fiscal 2022, the Company implemented an ongoing store improvement initiative to provide our customers with an updated shopping experience, which showcases our tremendous value and the amazing deals
+we offer in an organized and easy to navigate store format. We have remodeled 56 stores to date and 35 stores in fiscal 2023 and continue to see a sales uplift in newly remodeled locations. With a relatively low upfront investment, our remodels have
+produced on average a payback period of approximately two years. 
+The following map shows the number of stores in each of the states in which we operated as of February 3, 2024: 
+7 
+Index 
+Store design and layout 
+All of our warehouse format stores incorporate the same philosophy: no-frills, bright, “semi-lovely” stores and a fun, treasure hunt shopping experience. We present our stores as “semi-lovely” to
+differentiate our stores from other traditional retailers, and to minimize operating and build-out costs. Our stores also welcome our customers with vibrant and colorful caricatures together with witty signage. We attempt to make our customers laugh
+as we poke fun at ourselves and current events. We believe that by disarming our customers by getting them to giggle a bit, they are able to look at and trust our products for what they are—extremely great bargains. 
+We believe the store layout and merchandising strategy help to encourage a “shop now” sense of urgency and increase frequency of customer visits as customers never know what they might come across in
+our stores. We make it easy for our customers to browse our stores by displaying our frequently changing assortment of products on rolling tables, pallets and other display fixtures. Our store team leaders are responsible for maintaining our treasure
+hunt shopping experience, keeping the stores clean and well-lit and ensuring our customers are engaged. We believe our humorous brand image, compelling values and welcoming stores resonate with our customers and define Ollie’s as a unique and
+comfortable destination shopping location. 
+Expansion opportunities and site selection 
+We believe we can profitably expand our store count on a national scale to more than 1,300 locations based on internal estimates and third party research conducted by Hoffman Strategy Group. Our
+disciplined real estate strategy focuses on infilling existing geographies as well as expanding into contiguous markets in order to leverage our distribution infrastructure, field management team, store management, marketing investments and brand
+awareness. 
+We maintain a pipeline of real estate sites that have been approved by our real estate committee. Our recent store growth is summarized in the following table: 
+2023 
+2022 
+2021 
+Stores open at beginning of year 
+468 
+431 
+388 
+Stores opened 
+45 
+40 
+46 
+Stores closed 
+(1 
+) 
+(3 
+) 
+(3 
+) 
+Stores open at end of year 
+512 
+468 
+431 
+We utilize a rigorous site selection and real estate approval process in order to leverage our infrastructure, marketing investments and brand awareness. Members of our real estate team spend
+considerable time evaluating prospective sites before bringing a new lease proposal to our real estate committee, which is comprised of senior management and executive officers. Our flexible store layout allows us to quickly take over a variety of
+low-cost, second-generation sites, including former big box retail and grocery stores. 
+We believe there is an ample supply of suitable low-cost, second-generation real estate allowing us to infill within our existing markets as well as to expand into new, contiguous geographies. By
+focusing on key characteristics such as proximity to the nearest Ollie’s store, ability to leverage distribution infrastructure, visibility, traffic counts, population densities of at least 40,000 people within ten miles and low rent per square foot,
+we have developed a new store real estate model that has consistently delivered attractive returns on invested capital. 
+Our strong unit growth is supported by our predictable and compelling new store model. We target a store size between 25,000 to 35,000 square feet and an average initial cash investment of approximately
+$1.0 million, which includes store fixtures and equipment, store-level and distribution center inventory (net of payables) and pre-opening expenses. With our
+relatively low investment costs and strong new store opening performance, we target first-year annual new store sales of approximately $4.0 million. New stores have consistently opened strong, with higher net sales in their first 12 months of
+operations, than average existing stores due to brand excitement surrounding grand openings and produced an average payback period of approximately two years. We believe that our consistent store performance, corporate infrastructure, including our
+distribution centers, and disciplined approach to site selection support the portability and predictability of our new unit growth strategy. 
+8 
+Index 
+Store-level management and training 
+Our Vice President of Store Operations oversees all store activities. Our stores are grouped into five regions, divided generally along geographic lines. We employ regional directors, who have
+responsibility for the day-to-day operations of the stores in their region. Reporting to the regional directors are district team leaders and market team leaders who each manage a group of stores in their markets. At the store level, the leadership
+team consists of a store team leader and potentially a co-team leader and/or an assistant team leader, who supervise the full and part-time associated within the store. 
+Each store team leader is responsible for the daily operations of the store, including the processing of merchandise to the sales floor and the presentation of goods throughout the store. Store team
+leaders are trained to maintain a clean and appealing store environment for our customers. Store team leaders and co-team leaders are also responsible for the hiring, training, and development of associates. 
+We work tirelessly to hire talented people, to improve our ability to assess talent during the interview process and to regularly train those individuals at Ollie’s who are responsible for interviewing
+candidates. We also devote substantial resources to training our new managers through our Team Leader Training Program. This program operates at designated training stores located across our footprint. It provides an in-depth review of our
+operations, including merchandising, policies and procedures, asset protection and safety, and human resources. Part-time associates receive structured training as part of their onboarding. 
+For additional information on store-level management training and initiatives by the Company, see the discussion of Human Capital below. 
+Marketing and advertising 
+Our marketing and advertising campaigns feature colorful caricatures and witty sayings in order to make our customers laugh. We believe that by disarming our customers by getting them to giggle a bit,
+they are able to look at and trust our products for what they are—extremely great bargains. Our distinctive and often self-deprecating humor and highly recognizable caricatures are used in all of our stores, flyers and advertising campaigns. 
+We tailor our marketing mix and strategy for each market, deal or promotion. We primarily use the following forms of marketing and advertising: 
+• 
+Print and direct mail : During 2023, we distributed over 650 million highly recognizable flyers. Our flyers are typically distributed
+semi-monthly, for a total of 22 times per year, with increased frequency in peak shopping periods, and serve as the foundation of our marketing strategy to remain top of mind with our shoppers. They highlight
+current deals to create shopping urgency and drive traffic and increase frequency of store visits; 
+• 
+Television and radio : We selectively utilize creative television/ o ver the top television (“OTT”) and radio
+advertising campaigns in targeted markets throughout the year, to create brand awareness and support new store openings; 
+• 
+Charity and community events : We are dedicated to maintaining a visible presence in the communities in which our stores are located through the sponsorship of charitable
+organizations such as Feeding America, Toys for Tots, Children’s Miracle Network, and the Cal Ripken, Sr. Foundation. We believe supporting these organizations promotes our brand, underscores our values and builds a sense of community; and 
+• 
+Digital marketing and social media : We maintain an active online presence and promote our brand through our website, our mobile app, and digital and social media platforms,
+including influencers across TikTok, Instagram, YouTube and Facebook. We also utilize targeted email marketing to highlight our latest brand name offerings and drive traffic to our stores. 
+9 
+Index 
+Ollie’s Army 
+Our customer loyalty program, Ollie’s Army, stands at 14.0 million members as of February 3, 2024, an increase of 5.9% from 2022. In 2023, Ollie’s Army members accounted for over 82% of net sales and
+spent approximately 40% more per shopping trip, on average, than non-members. Consistent with our marketing strategy, we engage new and existing Ollie’s Army members through the use of witty phrases and signage; examples include “Enlist in Ollie’s
+Army today,” “become one of the few, the cheap, the proud” and “Ollie’s Army Boot Camp…all enlistees will receive 15% off their next purchase.” Throughout the year, for every $250 Ollie’s Army members spend, they receive a coupon for 10% off their
+next entire purchase. Ollie’s Army ‘ranks’ are another savings opportunity for members. For the first $250 and $500 members spend in a calendar year, they receive a coupon for 20% and 30% off of one item, respectively. Historically, Ollie’s Army
+members have demonstrated high redemption rates for promotional activities exclusive to Ollie’s Army members, such as our Valentine’s, Boot Camp, and 15% off holiday mailers. In addition, Ollie’s Army members have historically enthusiastically
+responded to Ollie’s Army Night, an annual one-day after-hours sale in December exclusively for members. We expect to continue leveraging the data gathered from our proprietary database of Ollie’s Army members to better segment and target our
+marketing initiatives and increase shopping frequency. 
+Competition 
+We compete with a diverse group of retailers, including discount, closeout, mass merchant, department, grocery, drug, convenience, hardware, variety, online, and other specialty stores. 
+The principal basis on which we compete against other retailers is by offering an ever-changing selection of brand name products at compelling price points in an exciting shopping environment.
+Accordingly, we compete against a fragmented group of retailers, wholesalers, and jobbers to acquire merchandise for sale in our stores. 
+Our established relationships with our suppliers, coupled with our scale, associated buying power, financial credibility and responsiveness, often makes Ollie’s the first call for available deals. Our
+direct relationships with suppliers have increased as we have grown, and we continuously strive to broaden our supplier network. 
+Trademarks and other intellectual property 
+We own multiple state and federally registered trademarks related to our brand, including “Ollie’s,” “Ollie’s Bargain Outlet,” “Good Stuff Cheap,” “Ollie’s Army,” “Real Brands Real Cheap!,” and “Real
+Brands! Real Bargains!,” among others. In addition, we maintain a federal trademark for the image of Ollie, the face of our company. We also own registered trademarks for many of our private labels such as “Sarasota Breeze,” “Steelton Tools,”
+“American Way,” and “Middleton Home,” among others. We routinely prosecute trademarks where appropriate, both for private label goods and to further identify our goods and services. We enter into trademark license agreements as necessary, which may
+include our private label offerings, such as the Magnavox products available in our stores. Our trademark registrations have various expiration dates; however, assuming that the trademark registrations are properly renewed, they have a perpetual
+duration. We also own several domain names, including www.ollies.us, www.ollies.com, www.olliesbargainoutlet.com, www.olliesarmy.com, www.ollies.cheap, www.sarasotabreeze.com and www.olliesmail.com , and
+unregistered copyrights in our website content. We attempt to obtain registration of our trademarks and other intellectual property as practical and pursue infringement of those marks when appropriate. 
+Technology 
+Our management information systems provide a full range of business process assistance and timely information to support our merchandising team and strategy, management of multiple distribution centers,
+stores and operations, and financial reporting. We believe our current systems provide us with operational efficiencies, scalability, management control, and timely reporting that allow us to identify and respond to merchandising and operating trends
+in our business. We use a combination of internal and external resources to support store point-of-sale, merchandise acquisition and distribution, inventory management, financial reporting, real estate, and administrative functions. We continuously
+assess ways to maximize productivity and efficiency, as well as evaluate opportunities to further enhance our existing systems. Our existing systems are scalable to support future growth. 
+10 
+Index 
+Government regulation 
+We are subject to state and federal laws including labor and employment laws, including minimum wage requirements and wage and hour laws, laws governing advertising, privacy laws, safety regulations,
+environmental laws and regulations, and other laws, including consumer protection regulations that regulate retailers and/or govern product standards, the promotion and sale of merchandise and the operation of stores and warehouse facilities. We
+monitor changes in these laws and believe that we are in material compliance with all applicable laws. 
+We source a portion of our products from outside the United States. The U.S. Foreign Corrupt Practices Act and other similar anti-bribery and anti-kickback laws and regulations generally prohibit
+companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Our policies and our vendor code of conduct mandate compliance with applicable law, including these laws and
+regulations. 
+Human Capital 
+Attracting, developing, and retaining quality talent is key to our growth, and our success depends on cultivating an engaged and motivated workforce. We work hard to create an environment where Ollie’s team members can build fulfilling careers and we take pride in providing opportunities for growth and development. 
+We seek to build a diverse and inclusive workplace where we can leverage our collective talents, striving to ensure that all associates are treated with dignity and respect. We
+believe that a workforce with a diversity of viewpoints, background, experience and industry knowledge, as well as more traditional characteristics of diversity, such as race and gender, are key to our culture and long-term success. We are committed
+to providing equal employment opportunities and advancement consideration to all individuals based on job-related qualifications and ability to perform the job as well as maintaining an environment that is free of intimidation or harassment. We
+value the talents and contributions of our associates and by focusing on our team members we know that the entire Ollie’s community will be well served. 
+Oversight and Management 
+Our Human Resources department manages all associate matters, including recruiting, hiring, compensation and benefits, performance management, and associate training. In addition, our management team works closely with
+the Human Resources department to evaluate associate management issues such as retention and workplace safety. As we strive to retain and engage talent at all levels of our business, our Human Resources department also reviews our retention and
+turnover rates and administers our talent and training programs and review process to support the development of our talent pipeline. 
+Associates 
+As of February 3, 2024, we employed over 11,500 associates, approximately 5,500 of whom were full-time and approximately 6,000 of whom were part-time. Of our total associate base, approximately 1,100 were based at our
+store support center and distribution centers, and the remaining were store and field associates. The number of associates in a fiscal year fluctuates depending on the business needs at different times of the year. As
+of February 3, 2024, approximately 60% of our workforce is self-identified female and approximately 40% is self-identified male. Over 40% of our workforce has self-identified as having a racial or ethnic minority background. None of our
+associates belong to a union or are party to any collective bargaining or similar agreement. 
+11 
+Index 
+Associate Training and Development Programs 
+We offer a compelling work environment with meaningful growth and career-development opportunities. This starts with the opportunity to do challenging work and learn on the job and is supplemented by
+programs and continuous learning that help our team build skills to advance. We encourage a “promote-from-within” environment when internal resources permit. We also provide internal leadership development programs designed to prepare our
+high-potential team members for greater responsibility. We believe internal promotions, coupled with the hiring of individuals with previous retail experience, will provide the management structure necessary to support our long-term strategic
+growth initiatives. 
+Our Ollie’s Leadership Institute (“OLI”) is a program that is used to equip field associates with the ability to advance their career. Each OLI participant receives an individual development plan, designed to prepare
+them for their next level position. Reflecting our belief in our “home grown” talent, OLI is our preferred source for new supervisors and team leaders. In 2023, over 45% of our current district team leaders were internally promoted to their
+position. Company-wide, over 60% of our field positions were filled by internal promotions. We believe our training and development programs help create a positive work environment and result in stores that operate at a high level. 
+Compensation and Benefits 
+We are committed to providing market-competitive compensation for all positions. Eligible team members participate in one of our various bonus incentive programs, which provide the
+opportunity to receive additional compensation based upon store and/or Company performance. In addition, we provide our eligible team members the opportunity to participate in a 401(k) retirement savings plan with a Company-sponsored match. We
+also share in the cost of health insurance provided to eligible team members, and team members receive a discount on merchandise purchased from the Company. We additionally provide our team members with paid time off. 
+Workplace Health and Safety 
+Maintaining a safe and secure work environment is very important to us and we conduct our business in an environmentally sound manner based on customer needs and local requirements. To further promote a safe work
+environment, we have established safety training programs. This includes administering an occupational injury- and illness-prevention program, together with an employee assistance program for team members. 
+Seasonality 
+Our business is seasonal in nature and demand is generally the highest in our fourth fiscal quarter due to the holiday sales season. To prepare for the holiday sales season, we must order and keep in stock more
+merchandise than we carry during other times of the year and generally engage in additional marketing efforts. We expect inventory levels, along with accounts payable and accrued expenses, to reach their highest levels in our third and fourth fiscal
+quarters in anticipation of increased net sales during the holiday sales season. As a result of this seasonality, and generally because of variation in consumer spending habits, we experience fluctuations in net sales and working capital
+requirements during the year. Because we offer a broad selection of merchandise at extreme values, we believe we are generally less impacted than other retailers by economic cycles, which correspond with declines in general consumer spending habits
+and we believe we still benefit from periods of increased consumer spending. 
+Available Information 
+Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act are
+available free of charge on our website, www.ollies.us, as soon as reasonably practicable after the electronic filing of such reports with the Securities and Exchange Commission (“SEC”). The SEC maintains a website (www.sec.gov) that contains
+reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC. 
+12 
+Index

raw/filings/0001639300/2024/0001140361-24-015681/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+80

raw/filings/0001639300/2025/0001140361-25-010442/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001639300,OLLI,"Ollie's Bargain Outlet Holdings, Inc.",2025,10-K,2025-03-26,2025-02-01,2025-03-26T20:31:14.000Z,0001140361-25-010442,ef20040177_10k.htm,10-K,11656383,1,1,https://www.sec.gov/Archives/edgar/data/1639300/000114036125010442/ef20040177_10k.htm,https://www.sec.gov/Archives/edgar/data/1639300/000114036125010442/

raw/filings/0001639300/2025/0001140361-25-010442/item1.txt

@@ -0,0 +1,387 @@
+Item 1. 
+Business. 
+Our company 
+Ollie’s is America’s largest retailer of closeout merchandise and excess inventory. Our stores sell name brand household related items that consumers use in their everyday lives at prices that
+are typically 20% to 70% below traditional retailers. Known for our assortment of products offered as “Good Stuff Cheap,” we offer customers a broad selection of brand name products, including housewares, bed and bath, food, floor coverings,
+health and beauty aids, books and stationery, toys and electronics. Our differentiated go-to market strategy is characterized by a unique, fun and engaging treasure hunt shopping experience, compelling customer value proposition and witty,
+humorous in-store signage, and advertising campaigns. These attributes have driven our rapid growth and strong and consistent store performance. 
+Ollie’s was founded based on the idea that “everyone in America loves a bargain.” Since opening our first store in Mechanicsburg, PA in 1982, Ollie’s has been offering customers
+high quality brand name products at drastically reduced prices through the buying and selling of closeout merchandise and excess inventory. Historically, we have expanded our store base by opening new stores organically. More recently,
+we have expanded our store base through acquiring former store locations of bankrupt retailers through the bankruptcy store auction process. We follow a contiguous unit growth strategy that combines backfilling
+existing markets and states with entering new markets and states in a contiguous manner. As of February 1, 2025 we have grown to 559 stores in 31 states. Our no-frills, “semi-lovely” warehouse style stores average approximately 32,000 square
+feet and generate consistently strong financial returns across all vintages, geographic regions, population densities, demographic groups, real estate formats and regardless of any co-tenant. Our business model has resulted in positive
+financial performance during strong and weak economic cycles. 
+The closeout industry is large, highly fragmented, and growing. Fueling the growth is the consolidation of retailers and manufacturers around the globe. Larger retailers are being supplied by
+larger manufacturers and this is leading to larger order and product flows. In addition, manufacturers are constantly developing and introducing new products, new packaging, and working around endless changes and disruptions in the marketplace
+and supply chain. This is driving growth in the number of products being offered for sale by manufacturers at closeout-type prices. At the same time, the retail side of the closeout industry is highly fragmented, with many independent operators
+and small format stores. 
+Our constantly changing merchandise assortment is procured by a highly experienced merchant team, who leverage deep, long-standing relationships with hundreds of major manufacturers,
+wholesalers, distributors, brokers, and retailers. These relationships enable our merchant team to find and select only the best buys from a broad range of brand name closeout product offerings and to pass drastically reduced prices along to our
+customers. As we grow, we believe our increased scale has provided and will continue to provide us with even greater access to brand name products as larger manufacturers seek larger buyers capable of acquiring an entire deal. Our merchant team
+augments these deals with directly sourced products, including Ollie’s own private label brands and other products exclusive to Ollie’s. 
+1 
+Index 
+Our business model has produced consistently strong growth and financial performance. From 2020 through 2024: 
+• 
+Our store base expanded from 388 stores to 559 stores, a compound annual growth rate, or CAGR, of 9.5% and we entered six new states; 
+• 
+Comparable store sales grew at an average rate of 2.0% per year; and 
+• 
+Net sales increased from $1.809 billion to $2.272 billion, a CAGR of 5.9%. 
+(1) 2023 consisted of 53 weeks compared with 52 weeks in the prior-year periods. 
+Our competitive strengths 
+We believe the following strengths differentiate us from our competitors and serve as the foundation for our current and future growth: 
+“ Good Stuff Cheap”—Ever changing product assortment of national branded products at drastically reduced prices . We sell a wide
+assortment of household goods. Our focus is on national branded products that consumers know and recognize. Our stores offer something for everyone across a diverse range of merchandise categories at prices typically 20% to 70% off traditional
+retailers. Our product assortment frequently changes based on the wide variety of deals available from the hundreds of brand name suppliers we have relationships with. We augment these opportunistic deals on brand name merchandise with
+directly-sourced unbranded products or those under our own private label brands and exclusively licensed recognizable brands and celebrity names. Brand name closeout merchandise represented approximately 65% and non-closeout goods and private
+label products collectively represented approximately 35% of the retail value of our 2024 merchandise purchases. Our treasure hunt shopping environment and slogan “when it’s gone, it’s gone” help to instill a “shop now” sense of urgency that
+encourages frequent customer visits. 
+Our long history, growing size and scale and highly experienced merchant team . Since our founding in 1982, Ollie’s has been offering
+customers high quality brand name products at drastically reduced prices through the buying and selling of closeout merchandise and excess inventory. We have built our people, process and systems from the ground up around the buying and selling
+of closeout merchandise and excess inventory. As we grow, we believe our increased scale provides us with even greater access to brand name closeout products as larger manufacturers seek larger buyers. Our merchant team maintains strong,
+long-standing relationships with a diverse group of suppliers, allowing us to procure branded merchandise at compelling values for our customers. We have been doing business with our top 15 suppliers for an average of over 15 years. Our
+well-established relationships with our suppliers, together with our scale, buying power, financial credibility and responsiveness, often make Ollie’s the first call for available deals. Our direct relationships with our suppliers have increased
+as we have grown and we continuously strive to broaden our supplier network. These factors provide us with increased access to goods, which enable us to be more selective in our deal-making and, we believe, help us provide compelling value and
+assortment of goods to our customers and fuel our continued profitable growth. 
+2 
+Index 
+Distinctive brand and engaging shopping experience . Our distinctive and often self-deprecating humor and highly recognizable
+caricatures are used in our stores, flyers, mailers, website, email campaigns, and digital marketing. We attempt to make our customers laugh as we poke fun at ourselves and current events. We believe this approach creates a strong connection to
+our brand and sets us apart from other, more traditional retailers. Our “semi-lovely” stores feature these same brand attributes together with witty signage in a warehouse format that creates a fun, relaxed and engaging shopping environment. We
+believe that by disarming our customers by getting them to giggle a bit, they are more likely to look at and trust our products for what they are—extremely great bargains. We offer a “30-day no hard time guarantee” as a means to overcome any
+skepticism associated with our cheap prices and to build trust and loyalty, because if our customers are not happy, we are not happy. We welcome customers to bring back their merchandise within that timeframe for a “no hard time” full refund. We
+also make it easy for our customers to browse our stores by displaying our products on easily accessible fixtures and by keeping the stores clean and well-lit. We believe our humorous brand image, compelling values and welcoming stores resonate
+with our customers and define Ollie’s as a unique and comfortable destination shopping location. 
+Extremely loyal “Ollie’s Army” customer base. Our best customers are members of our Ollie’s Army customer loyalty program, which stands
+at 15.1 million members as of February 1, 2025. For 2024, over 82% of our sales were from Ollie’s Army members, and we grew our base of loyal members by 8.3% in 2024. Ollie’s Army members spend approximately 40% more per shopping trip at Ollie’s
+than non-members. We identify our target customer as “anyone age 25 or older with a wallet or a purse” seeking a great bargain. 
+Opportunistic real estate strategy with strong and consistent store model built for growth. We employ a proven new store model that
+generates strong cash flow, consistent financial results and attractive returns on investment. Our highly flexible real estate approach has proven successful across all vintages, geographic regions, population densities, demographic groups, real
+estate formats and regardless of any co-tenant. New stores have consistently opened strong, with higher net sales in their first 12 months of operations, than average existing stores due to the brand excitement surrounding grand openings and
+produced an average payback period of approximately two years. We believe that our consistent store performance, strategically-located distribution centers, and disciplined approach to site selection support the portability and predictability of
+our growth strategy. 
+Highly experienced and passionate management team . Our leadership team has guided our organization through its expansion and positioned
+us for continued growth. We have assembled a talented and dedicated team of executives. Our senior executives possess extensive experience across a broad range of disciplines, including merchandising, marketing, real estate, finance, store
+operations, supply chain management, and information technology. We believe by encouraging equity ownership and fostering a strong team culture, we have aligned the interests of our executives with those of our stockholders. We believe these
+factors result in a cohesive team focused on sustainable long-term growth. 
+Our growth strategy 
+We plan to continue to drive growth in sales and profitability by executing on the following strategies: 
+Grow our store base. We believe our compelling value proposition and the success of our stores across a broad range of geographic
+regions, population densities, and demographic groups create a significant opportunity to profitably increase our store count. Our internal estimates and third-party research conducted by Hoffman Strategy Group indicate the potential for more
+than 1,300 national locations. Our new store real estate model is flexible and focuses predominately on second generation sites ranging in size from 25,000 to 35,000 square feet. We believe there is an ample supply of suitable low-cost, second
+generation real estate to allow us to infill within our existing markets as well as to expand into new, contiguous geographies. This approach leverages our distribution infrastructure, field management team, store management, marketing
+investments and brand awareness. We expect our new store openings to be the primary driver of our continued, consistent growth in sales and profitability. 
+3 
+Index 
+Increase our offerings of great bargains. We will continue to enhance our supplier relationships and develop additional sources to
+acquire brand name closeout products for our customers. Our direct buying relationships with many major manufacturers, wholesalers, distributors, brokers, and retailers provide us with significant opportunities to expand our ever-changing
+assortment of brand name closeout merchandise at extreme values. As we continue to grow, we believe our increased scale will provide us with even greater access to brand name closeout products as major manufacturers seek a single buyer to
+acquire an entire deal. We plan to further invest in our merchandising team in order to expand and enhance our sourcing relationships and product categories, which we expect will drive shopping frequency and increase customer spending. 
+Leverage and expand Ollie’s Army. We intend to recruit new Ollie’s Army members and increase their frequency of store visits and
+spending by enhancing our distinctive, fun and recognizable marketing programs, building brand awareness, further rewarding member loyalty and utilizing more sophisticated data-driven targeted marketing. In an effort to expand the benefits
+available to our Customers under the Ollie’s Army loyalty program the Company launched a co-branded credit card which provides Ollie’s loyalty program members additional points whenever they use their Ollie’s card for purchases at Ollie’s and
+anywhere the co-branded card is accepted. We believe these strategies, coupled with a larger store base, will enable us to increase the amount of sales driven by loyal Ollie’s Army customers seeking the next great deal. 
+Segments 
+We operate in one reporting segment. See Note 12, “Segment Reporting and Entity-Wide Information,” to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 
+Our merchandise 
+Strategy 
+We sell a wide assortment of household goods. Our focus is on national branded products that consumers know and recognize. We offer a highly differentiated, constantly evolving assortment of
+brand name merchandise across a broad range of categories at drastically reduced prices. Our ever-changing assortment of “Good Stuff Cheap” includes brand name closeout merchandise from leading manufacturers. We augment our brand name merchandise
+with opportunistic purchases of unbranded goods and our own domestic and direct-import private label brands in underpenetrated categories to further enhance the assortment of products that we offer. Brand name closeout merchandise represented
+approximately 65% and non-closeout goods and private label products collectively represented approximately 35% of the retail value of our 2024 merchandise purchases. We believe our compelling value proposition and the unique nature of our
+merchandise offerings have fostered our customer appeal across a variety of demographics and socioeconomic profiles. 
+Our warehouse format stores feature a broad number of categories including housewares, bed and bath, food, floor coverings, health and beauty aids, books and stationery, toys, and electronics
+as well as other products including hardware, candy, clothing, sporting goods, pet and lawn and garden products. We focus on buying cheap to sell cheap and source products as unique buying opportunities present themselves. Our merchandise mix is
+designed to combine unique and brand name bargains at extremely attractive price points. This approach results in frequently changing product assortments and localized offerings that encourage shopper frequency and a “shop now” sense of urgency
+as customers hunt to discover the next deal. 
+The common element of our dynamic merchandise selection is the consistent delivery of great deals to our customers, with products offered at prices typically 20 to 70% off traditional
+retailers. Our product price tags allow customers to compare our competitor’s price against Ollie’s price to further highlight the savings they can realize by shopping at our stores. 
+4 
+Index 
+Product categories and mix 
+Examples of our product offerings include: 
+• 
+Housewares: cooking utensils, dishes, appliances, plastic containers, cutlery, paper goods, storage and garbage bags, detergents and cleaning
+supplies, cookware and glassware, candles, hardware, frames, and giftware; 
+• 
+Bed and bath: household goods including bedding, towels, curtains, and associated hardware; 
+• 
+Food: packaged food including coffee, bottled non-carbonated beverages, salty snacks, candy, condiments, sauces, spices, dry pasta, canned goods,
+cereal, and cookies; 
+• 
+Floor coverings: laminate flooring, commercial and residential carpeting, area rugs, and floor mats; 
+• 
+Books and stationery: novels, children’s, how-to, business, cooking, inspirational and coffee table books, greeting cards and various office
+supplies; 
+• 
+Electronics: home electronics, cellular accessories, and as seen on television; 
+• 
+Toys: dolls, action figures, puzzles, educational toys, board games, and other related items; 
+• 
+Health and beauty aids: personal care, hair care, oral care, health and wellness, over-the-counter medicine,
+first aid, sun care, and personal grooming; 
+• 
+Seasonal: summer furniture, air conditioners, fans and space heaters, and lawn & garden; and 
+• 
+Other: clothing, sporting goods, pet products, luggage, and automotive. 
+The following table shows the breakdown of our product offerings as a percentage of net sales for each of the last three fiscal years: 
+Percentage of Net Sales 
+2024 
+2023 
+2022 
+Consumables (1) 
+31.9 
+% 
+30.3 
+% 
+28.2 
+% 
+Home (1) 
+28.0 
+% 
+29.2 
+% 
+31.7 
+% 
+Seasonal 
+19.2 
+% 
+18.7 
+% 
+17.8 
+% 
+Other 
+20.9 
+% 
+21.8 
+% 
+22.3 
+% 
+Total 
+100.0 
+% 
+100.0 
+% 
+100.0 
+% 
+(1) 
+In fiscal 2024, the Company reclassified certain products out of the Home category and into the Consumables category. These products included cleaning supplies, floor care, and other
+products such as paper goods. Prior periods have been adjusted for comparability. 
+Consumables includes items such as health and beauty aids, food, candy, pet food, detergents and cleaning supplies.
+Home includes items such as housewares, domestics, floor coverings, and hardware. Seasonal includes items such as summer furniture, air conditioners, fans and
+space heaters, toys, and lawn & garden. Other includes items such as books and stationery, electronics, clothing, sporting goods, pet products, luggage, and automotive. 
+5 
+Index 
+Product categories 
+We maintain consistent average margins across our primary product categories described below. 
+Brand name closeout merchandise 
+Brand name closeout merchandise represented approximately 65% of the retail value of our 2024 merchandise purchases. Our focus is to provide huge savings to our customers primarily through
+brand name products across a broad range of merchandise. Our experienced merchant team purchases deeply discounted, branded or closeout merchandise primarily from manufacturers, retailers, distributors, and brokers. This merchandise includes
+overstocks, discontinued merchandise, package changes, cancelled orders, excess inventory and buybacks from retailers, and major manufacturers. 
+Non-closeout goods/private label 
+Non-closeout and private label products collectively represented approximately 35% of the retail value of our 2024 merchandise purchases. We augment the breadth of our brand name merchandise
+with non-closeout and private label merchandise. In categories where the consumer is not as brand conscious, such as food, home textiles, and furniture, or when we may not be offering a current brand name merchandise deal, we will buy deeply
+discounted unbranded merchandise. These extreme value offerings are mixed in the stores with our brand name merchandise. We also have a variety of domestic and direct-import private label merchandise and exclusive products sold under numerous
+brands. These high-quality products are developed in key categories such as housewares and are designed to create brand-like excitement and complement our brand name merchandise. We also have licenses for private label products that use
+recognizable celebrity names or brand names. We routinely evaluate the quality and condition of these private label goods to ensure that we are delivering our customer a high-quality product at a great price. 
+Merchandise procurement and distribution 
+Our disciplined buying strategy and strict adherence to purchasing margins support our merchandising strategy of buying cheap to sell cheap. 
+Merchandising team 
+Our merchant team maintains strong, long-standing relationships with a diverse group of suppliers, allowing us to procure branded merchandise at compelling values for our customers. Our
+merchants specialize by department in order to build category expertise, in-depth knowledge and sourcing relationships. We believe our buying approach, coupled with long-standing and newly formed relationships, enable us to find the best deals
+from major manufacturers and pass drastically reduced prices along to our customers. We plan to further invest in and grow our merchandising team in order to expand and enhance our sourcing relationships and product categories, which we expect
+will drive shopping frequency and increase customer spending. 
+Merchandise procurement 
+We believe that our strong sourcing capabilities are the result of our tenured merchant team’s ability to leverage deep, long-standing relationships with hundreds of manufacturers, wholesalers,
+brokers, retailers, and other suppliers. Our merchants maintain direct relationships with brand manufacturers, regularly attend major tradeshows and travel the world to source extreme value offerings across a broad assortment of product
+categories. We are an ideal partner to major manufacturers because our merchants are experienced and empowered to make quick decisions. Each opportunity is unique, and our merchants negotiate directly with the supplier to lock in a particular
+deal. Our ability to select the most attractive opportunistic purchases from a growing number of available deals enables us to provide a wide assortment of goods to our customers at great bargain prices. 
+6 
+Index 
+We source from over 1,200 suppliers. Our dedication to building strong relationships with suppliers is evidenced by an average relationship of over 15-years with our top 15 suppliers. As we
+continue to grow, we believe our increased scale will provide us with even greater access to brand name products since many major manufacturers seek a single buyer to acquire the entire deal. 
+Distribution and logistics 
+We have made significant investments in our distribution network and personnel to support our store growth plan. Our stores generally receive shipments from our distribution centers one to two
+times a week, depending on the season and specific store size and sales volume. We utilize independent third-party freight carriers. 
+We currently operate four distribution centers, which supply approximately 95% of our merchandise to our stores. These distribution
+centers are centrally located in, York, PA (804,000 square feet), Commerce, GA (962,000 square feet), Lancaster, TX (615,000 square feet), and Princeton, IL (615,000 square feet). 
+We completed the construction of our Princeton, IL distribution center in the second quarter of 2024 and began shipping product from this facility in July 2024. With the addition of our fourth
+distribution center, we believe our distribution capabilities will support up to 750 stores. 
+Our stores 
+As of February 1, 2025, we operated 559 stores, averaging approximately 32,000 square feet, across 31 contiguous states in the eastern half of the United States. Our highly flexible real estate
+approach has proven successful across all vintages, geographic regions, population densities, demographic groups, real estate formats and regardless of any co-tenant. Our business model has resulted in positive financial performance during strong
+and weak economic cycles. We have successfully opened stores in six new states since 2020, highlighting the portability of our new store model. 
+In fiscal 2022, the Company implemented an ongoing store improvement initiative to provide our customers with an updated shopping experience, which showcases our tremendous value and the
+amazing deals we offer in an organized and easy to navigate store format. We have remodeled 76 stores to date and 20 stores in fiscal 2024 and continue to see a sales uplift in newly remodeled locations. With a relatively low upfront investment,
+our remodels have produced on average a payback period of approximately two years. 
+Beginning in fiscal 2024 into fiscal 2025, the Company has acquired a number of locations from former retailers through bankruptcy auction processes. As a result of these acquisitions, the
+Company has increased its new store opening growth target to 75 stores for the upcoming year. In an effort to optimize the store opening cadence the Company has prioritized the opening of these acquired locations and shifted resources
+accordingly. This resulted in fewer store remodels in fiscal 2024, and we expect this to continue in fiscal 2025. 
+7 
+Index 
+The following map shows the number of stores in each of the states in which we operated as of February 1, 2025: 
+Store design and layout 
+All of our warehouse format stores incorporate the same philosophy: no-frills, bright, “semi-lovely” stores and a fun, treasure hunt shopping experience. We present our stores as “semi-lovely”
+to differentiate our stores from other traditional retailers, and to minimize operating and build-out costs. Our stores also welcome our customers with vibrant and colorful caricatures together with witty signage. We attempt to make our customers
+laugh as we poke fun at ourselves and current events. We believe that by disarming our customers by getting them to giggle a bit, they are able to look at and trust our products for what they are—extremely great bargains. 
+We believe the store layout and merchandising strategy help to encourage a “shop now” sense of urgency and increase frequency of customer visits as customers never know what they might come
+across in our stores. We make it easy for our customers to browse our stores by displaying our frequently changing assortment of products on rolling tables, pallets and other display fixtures. Our store team leaders are responsible for
+maintaining our treasure hunt shopping experience, keeping the stores clean and well-lit and ensuring our customers are engaged. We believe our humorous brand image, compelling values and welcoming stores resonate with our customers and define
+Ollie’s as a unique and comfortable destination shopping location. 
+Expansion opportunities and site selection 
+We believe we can profitably expand our store count on a national scale to more than 1,300 locations based on internal estimates and third-party research conducted by Hoffman Strategy Group.
+Our disciplined real estate strategy focuses on infilling existing geographies as well as expanding into contiguous markets in order to leverage our distribution infrastructure, field management team, store management, marketing investments and
+brand awareness. 
+8 
+Index 
+We maintain a pipeline of real estate sites that have been approved by our real estate committee. Our recent store growth is summarized in the following table: 
+2024 
+2023 
+2024 
+Stores open at beginning of year 
+512 
+468 
+431 
+Stores opened 
+50 
+45 
+40 
+Stores closed 
+(3 
+) 
+(1 
+) 
+(3 
+) 
+Stores open at end of year 
+559 
+512 
+468 
+We utilize a rigorous site selection and real estate approval process in order to leverage our infrastructure, marketing investments and brand awareness. Members of our real estate team spend
+considerable time evaluating prospective sites before bringing a new lease proposal to our real estate committee, which is comprised of senior management and executive officers. Our flexible store layout allows us to quickly take over a variety
+of low-cost, second-generation sites, including former big box retail and grocery stores. 
+We believe there is an ample supply of suitable low-cost, second-generation real estate allowing us to infill within our existing markets as well as to expand into new, contiguous
+geographies. By focusing on key characteristics such as proximity to the nearest Ollie’s store, ability to leverage distribution infrastructure, visibility, traffic counts, population densities, and low rent per square foot, we have developed a
+new store real estate model that has consistently delivered attractive returns on invested capital. In addition, in fiscal 2024, the Company acquired a number of new locations through the
+bankruptcy auction processes of various retailers, at favorable rental terms and leasing structures to current market conditions. This augments the Company’s pipeline of new stores for our accelerated growth strategy. 
+Our strong unit growth is supported by our predictable and compelling new store model. We target a store size between 25,000 to 35,000 square feet and an average initial cash investment of
+approximately $1.0 million, which includes store fixtures and equipment, store-level and distribution center inventory (net of payables) and pre-opening expenses.
+With our relatively low investment costs and strong new store opening performance, we target first-year annual new store sales of approximately $4.0 million. New stores have consistently opened strong, with higher net sales in their first 12
+months of operations, than average existing stores due to brand excitement surrounding grand openings and produced an average payback period of approximately two years. We believe that our consistent store performance, corporate infrastructure,
+including our distribution centers, and disciplined approach to site selection support the portability and predictability of our new unit growth strategy. 
+Store-level management and training 
+Our Senior Vice President of Store Operations oversees all store activities. Our stores are grouped into six regions, divided generally along geographic lines. We employ regional directors, who
+have responsibility for the day-to-day operations of the stores in their region. Reporting to the regional directors are district team leaders and market team leaders who each manage a group of stores in their markets. At the store level, the
+leadership team consists of a store team leader and potentially a co-team leader and/or an assistant team leader, who supervise the full and part-time associates within the store. 
+Each store team leader is responsible for the daily operations of the store, including the processing of merchandise to the sales floor and the presentation of goods throughout the store. Store
+team leaders are trained to maintain a clean and appealing store environment for our customers. Store team leaders and co-team leaders are also responsible for the hiring, training, and development of associates. 
+9 
+Index 
+We work tirelessly to hire talented people, to improve our ability to assess talent during the interview process and to regularly train those individuals at Ollie’s who are responsible for
+interviewing candidates. We also devote substantial resources to training our new managers through our Team Leader Training Program. This program operates at designated training stores located across our footprint. It provides an in-depth review
+of our operations, including merchandising, policies and procedures, asset protection and safety, and human resources. Part-time associates receive structured training as part of their onboarding. 
+For additional information on store-level management training and initiatives by the Company, see the discussion of Human Capital below. 
+Marketing and advertising 
+Our marketing and advertising campaigns feature colorful caricatures and witty sayings in order to make our customers laugh. We believe that by disarming our customers by getting them to giggle
+a bit, they are able to look at and trust our products for what they are—extremely great bargains. Our distinctive and often self-deprecating humor and highly recognizable caricatures are used in all of our stores, flyers and advertising
+campaigns. 
+We tailor our marketing mix and strategy for each market, deal or promotion. We primarily use the following forms of marketing and advertising: 
+• 
+Print and direct mail : Our flyers are typically distributed semi-monthly, with increased frequency in peak shopping periods, and serve as the foundation of our marketing
+strategy, to remain top of mind with our shoppers. They highlight current deals to create shopping urgency and drive traffic and increase frequency of store visits; 
+• 
+Television and radio : We selectively utilize creative television/ o ver the top television (“OTT”)
+and radio advertising campaigns in targeted markets throughout the year, to create brand awareness and support new store openings; 
+• 
+Charity and community events : We are dedicated to maintaining a visible presence in the communities in which our stores are located through the sponsorship of charitable
+organizations such as Feeding America, Toys for Tots, Children’s Miracle Network, and the Cal Ripken, Sr. Foundation. We believe supporting these organizations promotes our brand, underscores our values and builds a sense of community;
+and 
+• 
+Digital marketing and social media : We maintain an active online presence and promote our brand through our website, our mobile app, and digital and social media
+platforms, including influencers across TikTok, Instagram, YouTube and Facebook. We also utilize targeted email marketing to highlight our latest brand name offerings and drive traffic to our stores. 
+Ollie’s Army 
+Our customer loyalty program, Ollie’s Army, stands at 15.1 million members as of February 1, 2025, an increase of 8.3% from 2023. In 2024, Ollie’s Army members accounted for over 82% of net
+sales and spent approximately 40% more per shopping trip, on average, than non-members. Consistent with our marketing strategy, we engage new and existing Ollie’s Army members through the use of witty phrases and signage; examples include
+“Enlist in Ollie’s Army today,” “become one of the few, the cheap, the proud” and “Ollie’s Army Boot Camp…all enlistees will receive 15% off their next purchase.” Throughout the year, for every $250 Ollie’s Army members spend, they receive a
+coupon for 10% off their next entire purchase. Ollie’s Army ‘ranks’ are another savings opportunity for members. For the first $250 and $500 members spend in a calendar year, they receive a coupon for 20% and 30% off of one item, respectively. 
+Historically, Ollie’s Army members have demonstrated high redemption rates for promotional activities exclusive to Ollie’s Army members, such as our Valentine’s, Boot Camp, and 15% off holiday mailers. In addition, Ollie’s Army members have
+historically enthusiastically responded to Ollie’s Army Night, an annual one-day after-hours sale in December exclusively for members. We expect to continue leveraging the data gathered from our proprietary database of Ollie’s Army members to
+better segment and target our marketing initiatives and increase shopping frequency. 
+10 
+Index 
+In July of fiscal 2024, the Company launched a co-branded Visa® credit card in an effort to expand the benefits available to our Customers under the Ollie’s Army loyalty program. The Card
+Program is maintained by Sunbit, a leading financial technology solutions provider. Ollies Army Members can sign up for the card in stores and online. Customers are never charged fees, and the card features industry-high approval rates. The
+credit card helps increase Ollie’s brand presence in customers’ wallets, fostering long-term loyalty. Ollie’s loyalty program members earn additional points whenever they use their Ollie’s card for purchases at Ollie’s and anywhere else the card
+is accepted. The program was initially launched in Pennsylvania and will be rolled out across all stores by the end of fiscal 2025. 
+Competition 
+We compete with a diverse group of retailers, including discount, closeout, mass merchant, department, grocery, drug, convenience, hardware, variety, online, and other specialty stores. 
+The principal basis on which we compete against other retailers is by offering an ever-changing selection of brand name products at compelling price points in an exciting shopping environment.
+Accordingly, we compete against a fragmented group of retailers, wholesalers, and jobbers to acquire merchandise for sale in our stores. 
+Our established relationships with our suppliers, coupled with our scale, associated buying power, financial credibility and responsiveness, often makes Ollie’s the first call for available
+deals. Our direct relationships with suppliers have increased as we have grown, and we continuously strive to broaden our supplier network. 
+Trademarks and other intellectual property 
+We own multiple state and federally registered trademarks related to our brand, including “Ollie’s,” “Ollie’s Bargain Outlet,” “Good Stuff Cheap,” “Ollie’s Army,” “Real Brands Real Cheap!,” and
+“Real Brands! Real Bargains!,” among others. In addition, we maintain a federal trademark for the image of Ollie, the face of our company. We also own registered trademarks for many of our private labels such as “Sarasota Breeze,” “Steelton
+Tools,” “American Way,” and “Middleton Home,” among others. We routinely prosecute trademarks where appropriate, both for private label goods and to further identify our goods and services. We enter into trademark license agreements as
+necessary, which may include our private label offerings, such as the Magnavox products available in our stores. Our trademark registrations have various expiration dates; however, assuming that the trademark registrations are properly renewed,
+they have a perpetual duration. We also own several domain names, including www.ollies.us, www.ollies.com, www.olliesbargainoutlet.com, www.olliesarmy.com, www.ollies.cheap, www.sarasotabreeze.com and
+www.olliesmail.com , and unregistered copyrights in our website content. We attempt to obtain registration of our trademarks and other intellectual property as practical and pursue infringement of those marks when appropriate. 
+Technology 
+Our management information systems provide a full range of business process assistance and timely information to support our merchandising team and strategy, management of multiple distribution
+centers, stores and operations, and financial reporting. We believe our current systems provide us with operational efficiencies, scalability, management control, and timely reporting that allow us to identify and respond to merchandising and
+operating trends in our business. We use a combination of internal and external resources to support store point-of-sale, merchandise acquisition and distribution, inventory management, financial reporting, real estate, and administrative
+functions. We continuously assess ways to maximize productivity and efficiency, as well as evaluate opportunities to further enhance our existing systems. Our existing systems are scalable to support future growth. 
+11 
+Index 
+Government regulation 
+We are subject to state and federal laws including labor and employment laws, including minimum wage requirements and wage and hour laws, laws governing advertising, privacy laws, safety
+regulations, environmental laws and regulations, and other laws, including consumer protection regulations that regulate retailers and/or govern product standards, the promotion and sale of merchandise and the operation of stores and warehouse
+facilities. We monitor changes in these laws and believe that we are in material compliance with all applicable laws. 
+We source a portion of our products from outside the United States. The U.S. Foreign Corrupt Practices Act and other similar anti-bribery and anti-kickback laws and regulations generally
+prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Our policies and our vendor code of conduct mandate compliance with applicable law, including
+these laws and regulations. 
+Human Capital 
+Attracting, developing, and retaining quality talent is key to our growth, and our success depends on cultivating an engaged and motivated workforce. We work hard to create an environment where Ollie’s team members can build fulfilling careers and we take pride in providing opportunities for growth and development. 
+We seek to build a workplace of belonging where we can leverage our collective talents, striving to ensure that all associates are treated with dignity and respect. We
+believe that a workforce with a diversity of viewpoints, background, experience and industry knowledge is key to our culture and long-term success. We are committed to providing equal employment opportunities and advancement consideration to all
+individuals based on job-related qualifications and ability to perform the job as well as maintaining an environment that is free of intimidation or harassment. We value the talents and contributions of our associates and by focusing on our team
+members we know that the entire Ollie’s community will be well served. 
+Oversight and Management 
+Our Human Resources department manages all associate matters, including recruiting, hiring, compensation and benefits, performance management, and associate training. In addition, our management team works closely
+with the Human Resources department to evaluate associate management issues such as retention and workplace safety. As we strive to retain and engage talent at all levels of our business, our Human Resources department also reviews our retention
+and turnover rates and administers our talent and training programs and review process to support the development of our talent pipeline. 
+Associates 
+As of February 1, 2025, we employed over 12,800 associates, approximately 5,900 of whom were full-time and approximately 6,900 of whom were part-time. Of our total associate base, approximately 1,200 were based at
+our store support center and distribution centers, and the remaining were store and field associates. The number of associates in a fiscal year fluctuates depending on the business needs at different times of the year. As of February 1, 2025, approximately 60% of our workforce is self-identified female and approximately 40% is self-identified male. Over 40% of our workforce has self-identified as having a racial or ethnic minority background. None
+of our associates belong to a union or are party to any collective bargaining or similar agreement. 
+12 
+Index 
+Associate Training and Development Programs 
+We offer a compelling work environment with meaningful growth and career-development opportunities. This starts with the opportunity to do challenging work and learn on the job and is
+supplemented by programs and continuous learning that help our team build skills to advance. We encourage a “promote-from-within” environment when internal resources permit. We also provide internal leadership development programs designed to
+prepare our high-potential team members for greater responsibility. We believe internal promotions, coupled with the hiring of individuals with previous retail experience, will provide the management structure necessary to support our long-term
+strategic growth initiatives. 
+Our Ollie’s Leadership Institute (“OLI”) is a program that is used to equip field associates with the ability to advance their career. Each OLI participant receives an individual development plan, designed to
+prepare them for their next level position. Reflecting our belief in our “home grown” talent, OLI is our preferred source for new supervisors and team leaders. In 2024, over 60% of our current district team leaders were internally promoted to
+their position. Company-wide, over 60% of our field positions were filled by internal promotions. We believe our training and development programs help create a positive work environment and result in stores that operate at a high level. 
+Compensation and Benefits 
+We are committed to providing market-competitive compensation for all positions. Eligible team members participate in one of our various bonus incentive programs, which provide
+the opportunity to receive additional compensation based upon store and/or Company performance. In addition, we provide our eligible team members the opportunity to participate in a 401(k) retirement savings plan with a Company-sponsored
+match. We also share in the cost of health insurance provided to eligible team members, and team members receive a discount on merchandise purchased from the Company. We additionally provide our team members with paid time off. 
+Workplace Health and Safety 
+Maintaining a safe and secure work environment is very important to us and we conduct our business in an environmentally sound manner based on customer needs and local requirements. To further promote a safe work
+environment, we have established safety training programs. This includes administering an occupational injury- and illness-prevention program, together with an employee assistance program for team members. 
+Seasonality 
+Our business is seasonal in nature and demand is generally the highest in our fourth fiscal quarter due to the holiday sales season. To prepare for the holiday sales season, we must order and keep in stock more
+merchandise than we carry during other times of the year and generally engage in additional marketing efforts. We expect inventory levels, along with accounts payable and accrued expenses, to reach their highest levels in our third and fourth
+fiscal quarters in anticipation of increased net sales during the holiday sales season. As a result of this seasonality, and generally because of variation in consumer spending habits, we experience fluctuations in net sales and working capital
+requirements during the year. Because we offer a broad selection of merchandise at extreme values, we believe we are generally less impacted than other retailers by economic cycles, which correspond with declines in general consumer spending
+habits and we believe we still benefit from periods of increased consumer spending. 
+Available Information 
+Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act
+are available free of charge on our website, www.ollies.com, as soon as reasonably practicable after the electronic filing of such reports with the Securities and Exchange Commission (“SEC”). The contents of our website are not, however, a part
+of this report or intended to be incorporated by reference in any other report or document we file with the SEC. The SEC also maintains a website (www.sec.gov) that contains reports, proxy, and information statements and other information
+regarding issuers that file electronically with the SEC. 
+13 
+Index

raw/filings/0001639300/2025/0001140361-25-010442/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+85

raw/filings/0001639300/2026/0001140361-26-010409/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001639300,OLLI,"Ollie's Bargain Outlet Holdings, Inc.",2026,10-K,2026-03-19,2026-01-31,2026-03-19T20:18:24.000Z,0001140361-26-010409,ef20060524_10k.htm,10-K,9881680,1,1,https://www.sec.gov/Archives/edgar/data/1639300/000114036126010409/ef20060524_10k.htm,https://www.sec.gov/Archives/edgar/data/1639300/000114036126010409/

raw/filings/0001639300/2026/0001140361-26-010409/item1.txt

@@ -0,0 +1,244 @@
+Item 1. 
+Business. 
+Overview 
+Ollie’s Bargain Outlet Holdings, Inc. and subsidiaries (collectively referred to as the “Company” or “Ollie’s”) is a leading off-price retailer of brand name household products. Since our founding in 1982, the
+Company’s mission has been to sell Good Stuff Cheap®. We do this through a flexible buying model that focuses on closeout merchandise and excess inventory from suppliers and manufacturers around the world. Our stores offer Real Brands! Real
+Bargains! ® in a treasure hunt shopping environment at prices up to 70% below traditional retailers. 
+Our flexible business model, which includes an opportunistic buying strategy, and long history of experience of buying and selling closeout merchandise and excess inventory, differentiates us from traditional
+retailers. Our highly experienced merchandise team is constantly scouring the market and leveraging deep, long-standing relationships across the supply chain to find the best products at the best prices. We focus on buying cheap and selling cheap,
+and source products as unique buying opportunities present themselves. While the individual products sold in our stores are constantly changing, our overall merchandise mix is designed to save people money on a wide variety of brand name household
+products that they need and use in their everyday lives. 
+We operate one reportable industry segment. See Note 12, “Segment Reporting and Entity-Wide Information,” to our audited consolidated financial statements included elsewhere in this Annual
+Report on Form 10-K. On January 31, 2026, we operated 645 retail stores in 34 states. Our stores offer a broad selection of brand name products in a no-frills, warehouse-style treasure hunt shopping experience, and our merchandise assortment is
+constantly changing. 
+Flexible Business Model 
+We operate a unique and flexible business model that combines an opportunistic buying strategy with a broad and changing assortment of brand name household products sold at no-frills,
+warehouse-style stores and supported by low-cost operations to deliver a compelling value proposition and profitable growth. Our buying, product assortment, and inventory management strategies give us flexibility to adjust our merchandise
+assortment more frequently than traditional retailers, and our store and distribution operations are designed to support this flexibility. 
+Opportunistic Buying Strategy 
+Our mission is to sell Good Stuff Cheap® and our primary point of differentiation against other retailers is the pricing of our products. Our goal is to be the lowest priced retailer of any
+product offered by our stores by utilizing a flexible and opportunistic buying model that focuses on closeout merchandise and excess inventory from suppliers and manufacturers around the world. 
+The closeout industry is large, highly fragmented, and growing. Fueling the growth is the consolidation of retailers and manufacturers around the globe. Larger retailers are being supplied by larger manufacturers and
+this is leading to larger order and product flows. In addition, manufacturers are constantly developing and introducing new products, new packaging, and working around endless changes and disruptions in the marketplace and supply chain. This is
+driving growth in the number of products being offered for sale by manufacturers at closeout-type prices. At the same time, the retail side of the closeout industry is highly fragmented, with many independent operators and small format stores. 
+As a result, we purchase our products from a variety of sources, including major manufacturers, wholesalers, distributors, brokers, and retailers. Our merchant team maintains relationships
+with a base of existing vendors and is constantly looking to build new relationships with new vendors. This provides us with a steady flow of closeout deals and products to choose from. We believe our growing size and scale allow us better access
+to merchandise. 
+1 
+Index 
+Our merchants specialize by department in order to build category expertise, in-depth knowledge, and sourcing relationships. We believe our buying approach, coupled with long-standing and
+newly formed relationships, enable us to find the best deals from major manufacturers, and pass drastically reduced prices along to our customers. Our merchants maintain direct relationships with brand manufacturers, regularly attend major
+tradeshows, and travel the world to source extreme value offerings across a broad assortment of product categories. We are an attractive partner to major manufacturers because our merchants are experienced and empowered to make quick decisions.
+Each opportunity is unique, and our merchants negotiate directly with the supplier to lock in a particular deal. Our flexible business model, opportunistic buying strategy, and ever-changing mixture of goods allows us to move in and out of
+products and select the deals that we believe deliver the most value to our customers. 
+Broad and Changing Assortment of Brand Name Household Products 
+We sell a wide assortment of household goods and consumer products. Our focus is on nationally-branded products that consumers know and recognize. We offer a highly differentiated,
+constantly evolving assortment of brand name merchandise across a broad range of categories at drastically reduced prices. We leverage our experienced merchant team, experience in the closeout industry, long-standing relationships with
+manufacturers, wholesalers, distributors, brokers, and suppliers of consumer products to procure an ever-changing assortment of great deals for our customers, with products offered at prices up to 70% off the prices offered by traditional
+retailers. Our product price tags and marketing allow customers to compare our competitor’s price against Ollie’s price to further highlight the savings they can realize by shopping at our stores. We augment our brand name merchandise with
+opportunistic purchases of unbranded goods and our own domestic and direct-import private label brands in underpenetrated categories to further enhance the assortment of products that we offer. We believe our compelling value proposition and the
+unique nature of our merchandise offerings differentiate us from traditional retailers. With our opportunistic buying strategy, our product assortment and mix of sales between the departments are constantly changing. 
+The table below shows the breakdown as a percentage of net sales for the past three fiscal years across the consumables, home, seasonal, and other product
+classifications. 
+Percentage of Net Sales 
+2025 
+2024 
+2023 
+Consumables (1) 
+31.9 
+% 
+31.9 
+% 
+30.3 
+% 
+Home (1) 
+28.3 
+% 
+28.0 
+% 
+29.2 
+% 
+Seasonal 
+19.1 
+% 
+19.2 
+% 
+18.7 
+% 
+Other 
+20.7 
+% 
+20.9 
+% 
+21.8 
+% 
+Total 
+100.0 
+% 
+100.0 
+% 
+100.0 
+% 
+(1) 
+In fiscal 2024, the Company reclassified certain products out of the Home category and into the Consumables category. These products included cleaning supplies, floor care, and other products such as paper goods. Prior periods have been
+adjusted for comparability. 
+Consumable s are items that are used up and depleted through normal use and must be replaced regularly, and include things such as: health and beauty aids, food, candy, beverages, pet food and treats, laundry related products,
+and cleaning supplies. Home are items that are generally used in or around the home to support daily living and comfort, and include
+things such as: housewares and kitchen items, home décor products, furniture, household essential type of items, and home maintenance and utility items. Seasonal are items that are generally used or in demand during certain times of the year and around specific seasons, holidays, or recurring events, and include things such as: patio furniture, air conditioners, fans, space
+heaters, toys, lawn and garden related products, outdoor items, holiday décor, gifts, and decorations. Other are items that don’t fall
+into the consumables , home, or seasonal categories , and include things such as: books, stationery related items, small electronic devices and accessories, clothing, sporting
+goods, pet products, automotive products, luggage and other general merchandise. 
+Low-Cost Operations 
+We maintain strong expense control and operate with a low-cost structure. Our marketing and advertising strategy is generally focused on building the Ollie’s brand and informing customers about some of our latest
+product offerings. Our no-frills, warehouse-style stores are designed to provide a pleasant overall shopping environment without spending heavily on store fixtures or décor. Our real estate strategy focuses on infilling existing geographies as well
+as expanding into contiguous markets in order to leverage our distribution infrastructure, field management team, store management, marketing investments and brand awareness. The majority of our stores are leased and we look to open new stores in
+existing vacant sites with strong traffic patterns and lower rent structures. Additionally, our distribution network and field management team are designed to run cost effectively. 
+No-Frills, Warehouse-Style Stores 
+Our stores offer a no-frills, warehouse-style treasure hunt shopping experience and operate under the Ollie’s brand name and logo. Our average store size is approximately 32,000 square feet
+and generates consistent financial returns across all vintages, geographic regions, population densities, demographic groups, and real estate formats. The majority of our stores are leased and we look to open new stores in existing vacant sites
+with strong traffic patterns and lower rent structures. Stores are organized by department in a racetrack type fashion. Our stores welcome our customers with vibrant and colorful caricatures together with witty signage. We believe the store
+layout and merchandising strategy help to encourage a “shop now” sense of urgency and increase frequency of customer visits as customers never know what they might find in our stores. We make it easy for our customers to browse our stores by
+displaying our frequently changing assortment of products on rolling tables, pallets and other display fixtures. Our store team leaders are responsible for maintaining our treasure hunt shopping experience, keeping the stores clean and well-lit,
+and ensuring our customers are engaged. We believe our humorous brand image, compelling values, and welcoming stores resonate with our customers and define Ollie’s as a unique and comfortable shopping destination. 
+2 
+Index 
+Contiguous New Store Growth Strategy 
+Ollie’s first store was opened in Mechanicsburg, PA in 1982. From the beginning, the Company has been focused on the buying and selling of closeout and excess inventory of name brand
+household goods and consumer products. Ollie’s was founded based on the idea that “everyone in America loves a bargain,” and our mission today is the same as it was over 40 years ago; saving people money by selling Good Stuff Cheap®. 
+Historically, we have expanded our store base by opening new stores organically. More recently, we have expanded our store base through acquiring former store locations of bankrupt retailers through the bankruptcy
+store auction process. We follow a unit growth strategy that combines backfilling existing markets and states with entering new markets and states in a contiguous manner. On January 31, 2026, we operated 645 stores in 34 states, as depicted in the
+map below. 
+We believe we can profitably expand our store count on a national scale to more than 1,300 locations in the United States. Our real estate strategy
+focuses on infilling existing geographies as well as expanding into contiguous markets in order to leverage our distribution infrastructure, field management team, store management, marketing investments and brand awareness. We target a store
+size between 25,000 to 35,000 square feet. We utilize a rigorous site selection and real estate approval process in order to leverage our infrastructure, marketing investments, and brand awareness. Our flexible store layout allows us to quickly
+take over a variety of low-cost, second-generation sites, including former big box retail and grocery stores. By focusing on key characteristics such as proximity to the nearest Ollie’s store, ability to leverage distribution infrastructure,
+visibility, traffic counts, population densities, and low rent per square foot, we have developed a new store real estate model that has consistently delivered attractive returns on invested capital. 
+We maintain a healthy pipeline of real estate sites that have been approved by our real estate committee. Our recent store growth is summarized in the following table: 
+2025 
+2024 
+2023 
+Stores open at beginning of year 
+559 
+512 
+468 
+Stores opened 
+86 
+50 
+45 
+Stores closed 
+- 
+(3 
+) 
+(1 
+) 
+Stores open at end of year 
+645 
+559 
+512 
+3 
+Index 
+Pricing 
+Our stores sell high quality brand name household products that consumers use in their everyday lives at retail prices that are up to 70% below traditional retailers. We do this through a
+flexible buying model that focuses on closeout merchandise and excess inventory from suppliers and manufacturers around the world. Other than end of season clearance events to sell down certain seasonal products, a few customer appreciation
+events, and special incentives for our Ollie’s Army loyalty members, we generally do not engage in promotional pricing activities on a regular basis throughout the year. 
+Marketing and Advertising 
+Our marketing and advertising activities are designed to communicate the value and assortment of merchandise available in our stores and to drive store traffic. Our messaging emphasizes the availability of brand name
+merchandise, closeout opportunities, and price discounts relative to traditional retail prices. A central element of our merchandising approach is the “treasure hunt” nature of our assortment. Because we source a significant portion of our
+inventory through opportunistic closeout purchases, our merchandise mix changes frequently and often includes limited quantities of brand name products. Our marketing highlights these changing assortments and encourages customers to visit our
+stores regularly to view newly available merchandise. Our closeout sourcing model and frequently changing merchandise assortment influence our marketing approach. New deals and branded merchandise opportunities arrive throughout the year, and our
+advertising communicates current values and recently arrived merchandise in order to encourage repeat store visits. 
+We utilize analytical tools to evaluate the effectiveness of our advertising investments and allocate marketing spending across channels. As part of this process, we use media mix modeling and related analytical
+techniques to assess the relative effectiveness of various marketing channels and inform decisions regarding marketing allocation and campaign planning. Our marketing strategy is designed to maintain marketing expenses at a relatively modest level
+as a percentage of net sales while continuing to support customer engagement and store traffic. We utilize a range of marketing channels to reach both existing and prospective customers, including the following: 
+• 
+Digital marketing including social media : We maintain a digital presence through our website, mobile application, and social media platforms. Our owned channels include targeted email and SMS
+communications that allow us to communicate directly with customers regarding merchandise arrivals, promotional events, and other savings opportunities. We also utilize paid digital media across a variety of platforms, including TikTok,
+Instagram, YouTube, and Facebook, as well as influencer partnerships and paid search and display advertising; 
+• 
+Print and direct mail : Print advertising remains a component of our marketing strategy, including flyers distributed periodically during the year. Flyers highlight current deals and newly arrived
+merchandise and are intended to encourage store visits during the promotional period; 
+• 
+Television, connected television, and online video : We utilize television, connected television (“CTV”), over-the-top (“OTT”) and online video advertising in certain markets throughout the year.
+These campaigns are used to support brand awareness, customer acquisition and store openings; and 
+• 
+Community engagement : We maintain a presence in the communities in which we operate through charitable partnerships and local initiatives. The Company supports a variety of organizations,
+including Feeding America, Toys for Tots, Children’s Miracle Network Hospitals, and the Cal Ripken Sr. Foundation. 
+Ollie’s Army Loyalty Program 
+We operate a customer loyalty program called Ollie’s Army. Membership in the program is free, and members earn points for every dollar spent in our stores that accumulate toward rewards redeemable for future
+purchases. Members also receive coupons, early notification of promotional events and other communications throughout the year. As of January 31, 2026, the program had approximately 17 million members. During 2025, Ollie’s Army members accounted
+for more than 80% of net sales and spent approximately 40% more per transaction than non-members. Information generated through the Ollie’s Army program, including demographic, behavioral and purchasing data, supports our marketing activities and
+customer communications. 
+4 
+Index 
+Co-Branded Credit Card Program 
+In fiscal 2024, we launched a co-branded Visa® credit card program in connection with the Ollie’s Army loyalty platform. The card program is administered by Sunbit. Customers may apply for the card in stores or
+online, and individuals who are not already members are automatically enrolled in the Ollie’s Army program upon approval. The card does not charge an annual fee and allows customers to earn additional loyalty points when making purchases at
+Ollie’s and at other merchants that accept Visa®. 
+Distribution 
+We operate four distribution centers encompassing approximately three million square feet. The locations for our distribution centers are selected to minimize logistics costs and optimize shipping efficiencies to our
+stores. Our distribution centers, located in Pennsylvania, Georgia, Texas, and Illinois are built to suit our specific business model, with a combination of automated systems and manual processes to manage the wide variety of merchandise we
+acquire. We have made significant investments in our distribution network and personnel to support our growth and expansion. We built and opened our fourth distribution center in 2024 and plan to expand two existing distribution centers in 2026 and
+2027. Our distribution centers utilize warehouse and labor management tools that support the processing of inventory. We use various third-party freight carriers to ship items to and from our distribution centers and our stores. 
+Competition 
+We operate in a highly competitive retail industry, success in which is based on many factors, such as price, merchandise quality and assortment, store location, convenience, and customer
+service. We compete with local, regional, national, and international discount, closeout, off-price, mass merchant, warehouse, department, grocery, drug, convenience, hardware, variety, and other specialty stores and retailers selling products in
+stores, online, and other media or channels. Our primary point of differentiation against other retailers is the pricing of our products. Our goal is to be the lowest priced retailer of any product offered by our stores by utilizing a flexible
+buying model that focuses on closeout merchandise and excess inventory from suppliers and manufacturers around the world. Our stores offer Real Brands! Real Bargains! ® in a treasure hunt shopping environment at prices up to 70% below traditional
+retailers. 
+Seasonality 
+Our business is seasonal. Historically, our sales and profits have been highest in the fourth fiscal quarter, followed by the second fiscal quarter because of the sale of seasonal products. To prepare for the
+holiday sales season, we must order and keep in stock more merchandise than we carry during other times of the year and generally engage in additional marketing efforts. We expect inventory levels, along with accounts payable and accrued expenses,
+to reach their highest levels in our third and fourth fiscal quarters in anticipation of increased net sales during the holiday sales season. As a result of this seasonality, and generally because of variation in consumer spending habits, we
+experience fluctuations in net sales and working capital requirements during the year. Because we offer a broad selection of merchandise at extreme values, we believe we are generally less impacted than other retailers by economic cycles, which
+correspond with declines in general consumer spending habits, and we believe we still benefit from periods of increased consumer spending. 
+Trademarks and Other Intellectual Property 
+We believe that our trademarks, trade names, copyrights, proprietary processes, trade secrets, trade dress, domain names and similar intellectual property are valuable to our business. We have registered, or applied
+for the registration of, a number of U.S. domain names, trademarks, service marks and copyrights. Our trademark registrations have various expiration dates; however, assuming that the trademark registrations are properly renewed, they have a
+perpetual duration. We rely on trademark, copyright, and patent laws, trade-secret protection, and confidentiality and/or license agreements to protect our proprietary rights. 
+5 
+Index 
+Government Regulation 
+We are subject to state and federal laws including labor and employment laws, including minimum wage requirements and wage and hour laws, advertising laws, privacy laws, safety regulations, environmental laws and
+regulations, and other laws, including consumer protection regulations, and laws that govern retailers and/or product standards, the promotion and sale of merchandise, and the operation of stores and warehouse facilities. We monitor changes in
+these laws and believe that we are in material compliance with all applicable laws. 
+We source a portion of our products from outside the United States. The U.S. Foreign Corrupt Practices Act and other similar anti-bribery and anti-kickback laws and regulations generally prohibit companies and their
+intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Our policies and our vendor code of conduct mandate compliance with applicable laws, including these laws and regulations. 
+Human Capital 
+Attracting, developing, and retaining quality talent is key to our growth, and our success depends on cultivating an engaged and motivated workforce. We work hard to create an environment where Ollie’s team
+members can build fulfilling careers and we take pride in providing opportunities for growth and development. 
+As of January 31, 2026, we employed over 13,000 associates, with more than half of these as full-time associates. Of our total associate base, approximately 1,300 were based at our store
+support center and distribution centers, and the remaining were store and field associates. The number of associates in a fiscal year fluctuates depending on the business needs at different times of the year. None of our associates belong to a
+union or are party to any collective bargaining or similar agreement. 
+Workplace and Culture 
+We seek to build a workplace of belonging where we can leverage our collective talents, striving to ensure that all associates are treated with dignity and respect. We believe that a workforce with a diversity of
+viewpoints, background, experience, and industry knowledge is key to our culture and long-term success. We are committed to providing equal employment opportunities and advancement consideration to all individuals based on job-related
+qualifications and ability to perform the job as well as maintaining an environment that is free of intimidation or harassment. We value the talents and contributions of our associates, and by focusing on our team members, we know that the entire
+Ollie’s community will be well served. 
+Oversight and Management 
+Our Human Resources department manages all associate matters, including recruiting, hiring, compensation and benefits, performance management, and associate training. In addition, our management team works closely
+with the Human Resources department to evaluate associate management issues such as retention and workplace safety. As we strive to retain and engage talent at all levels of our business, our Human Resources department also reviews our retention
+and turnover rates and administers our talent and training programs and review process to support the development of our talent pipeline. 
+Associate Training and Development Programs 
+We offer a compelling work environment with meaningful growth and career-development opportunities. We provide opportunities for our associates to do challenging work and learn on the job, and we supplement those
+opportunities with programs and continuous learning that help our team build skills to advance. We encourage a “promote-from-within” environment when internal resources permit. We also provide internal leadership development programs designed
+to prepare our high-potential team members for greater responsibility. We believe internal promotions, coupled with the hiring of individuals with previous retail experience, will provide the management structure necessary to support our
+long-term strategic growth initiatives. 
+6 
+Index 
+Our Ollie’s Leadership Institute (“OLI”) equips field associates with the ability to advance their career. Each OLI participant receives an individual development plan, designed to prepare
+them for their next level position. Reflecting our belief in our “home grown” talent, OLI is our preferred source for new supervisors and team leaders. In 2025, over 65% of our current district team leaders were internally promoted to their
+positions. Company-wide, over 60% of our field positions were filled by internal promotions. We believe our training and development programs help create a positive work environment and result in stores that operate at a high level. 
+Compensation and Benefits 
+We are committed to providing market-competitive compensation for all positions. Eligible team members participate in one of our various bonus incentive programs, which provide the opportunity to receive additional
+compensation based upon store and/or Company performance. In addition, we provide our eligible team members the opportunity to participate in a safe harbor 401(k) retirement savings plan with a Company-sponsored match. We also share in the cost
+of health insurance provided to eligible team members, and team members receive a discount on merchandise purchased from the Company. We additionally provide eligible team members with paid time off. 
+Workplace Health and Safety 
+Maintaining a safe and secure work environment is very important to us and we conduct our business in an environmentally sound manner based on customer needs and local requirements. To further promote a safe work
+environment, we have established safety training programs. This includes administering an occupational injury- and illness-prevention program, together with an employee assistance program for team members. 
+Available Information 
+Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
+1934 are available free of charge on our website, www.ollies.com, as soon as reasonably practicable after the electronic filing of such reports with the Securities and Exchange Commission (“SEC”). The contents of our website are not, however, a
+part of this report or intended to be incorporated by reference in any other report or document we file with the SEC. The SEC also maintains a website (www.sec.gov) that contains reports, proxy, and information statements and other information
+regarding issuers that file electronically with the SEC. 
+7 
+Index