WMS 10-K & 10-Q changes, risk factors and insider trading

Any disruption or volatility in general business and economic conditions in the markets in which we operateoperate, including market uncertainty and volatility, could have a material adverse effect on the demand for our products and services.

•Demand for our products and services dependdepends to a significant degree on spending on infrastructure. Infrastructure spending is affected by a variety of factors beyond our control, including interest rates, inflation, availability and commitment of public funds for municipal spending and highway spending and general economic conditions.

Additionally, U.S. policies related to global trade and tariffs could have a material adverse effect on our results of operations. The current administration has suggested various new strategies regarding tariffs. Most recently, the administration imposed “reciprocal taxes”, in which the U.S. matches the import duties levied by other countries and individualized tariffs on goods originating from countries with trade surpluses with the United States. In response, countries have imposed or proposed additional tariffs on certain U.S. imports, as well as additional trade restrictions. Tariffs may result in a decrease of global trade volumes due to uncertainty, may create an administrative burden and will cause companies to make difficult decisions as to how to pay the tariffs or absorb the cost into their profit margins.

Weakness in the markets in which we operate could have a material adverse effect on our business, financial condition, results of operations and cash flows. Bank failures and market disruptions could impact banks used by our customers, which could negatively affect our customers. Delays in the placement of new orders and extended uncertainties may reduce future sales of our products and services. The revenue growth and profitability of our business dependsdepend on the overall demand for our product and services. We may have to close under-performing facilities as warranted by general economic conditions and/or weakness in the markets in which we operate. In addition to a reduction in demand for our products, these factors may also reduce the price we are able to charge for our products and restrict our ability to pass on raw material cost increases to our customers. This, combined with an increase in excess capacity, will negatively impact our profitability, cash flows and our financial condition, generally.

Many of our products are made from a material whose manufacturing process involves the emission of carbon dioxide, a greenhouse gas (“GHG”) that scientists have attributed as a cause of climate change. Our products require transportation from our facilities to the site where they are used, which consumes energy. ConcernConcerns over climate change, including the impact of global warming, has led to federal, state, and international efforts to limit GHG emissions. Although it is uncertain what actions various governmental bodies will take to address the effects of climate change and to achieve goals in response to the effects of climate change, including in what timeframe those actions would be implemented, new laws or regulations could directly and indirectly affect our customers and suppliers (through an increase in the cost of production or their ability to produce satisfactory products) and our business (through the impact on our inventory availability, cost of sales, operations or demands for the products we sell). Until the timing, scope and extent of any regulation becomes known, we cannot predict its effect on our cost structure or our operating results, but it is likely our costs will increase in relation to any climate change legislation and regulations concerning GHG, which could have an adverse effect on our future financial position, results of operations or cash flows.

Our international operations are subject to risks similar to those affecting our operations in the U.S. in addition to a number of other risks, including: difficulties in enforcing contractual and intellectual property rights; impositions or increases of withholding and other taxes on remittances and other payments by subsidiaries and affiliates; difficulties in managing and complying with continually evolving data and privacy laws, such as the European Union’s General Data Protection Regulation and a number of state-specific consumer privacy laws in the U.S.; exposure to different or changing legal standards, including potential changes in government mandated regulatory product standards in those countries in which we or our joint ventures operate; fluctuations in currency exchange rates; impositions or increases of investment and other restrictions by foreign governments; the requirements of a wide variety of foreign laws; political and economic instability; war, escalating geopolitical conflicts or acts or threats of terrorism; and difficulties in staffing and managing operations, particularly in remote locations.

Our financial performance and future growth depend on our management’s ability to successfully implement our initiatives. Our operational initiatives are focused on customer experience, capacity expansion, automation, safety, order management and transportation. Automation in our plants will allow for production efficiency and improved safety for plant personnel. Any failure to successfully implement these initiatives and related strategies could adversely affect our business, financial condition, and results of operations, including increases in our severance and impairment charges.

We are affected by increased fuel and energy prices, and our inability to obtain sufficient quantities of fuel to operate our in-house delivery fleet.fleet could negatively impact our business, results of operations and cash flows.

Prices and availability of petroleum products are subject to political, economic and market factors that are outside our control. We consume a large amount of energy and petroleum products in our operations, including the manufacturing process and delivering products to our customers by our in-house fleet. The recent conflict in the Middle East has led to an increase in oil prices in the U.S. Oil prices may continue to surge if the conflict continues, other geopolitical conflicts arise or continue, certain oil supply routes remain blocked or additional supply routes become blocked. While we utilize a diesel hedging program associated with our in-house fleet to mitigate against higher fuel prices, our operating profit will be adversely affected if we are unable to obtain the energy and fuel we require or to fully offset the anticipated impact of higher energy and fuel prices through increased prices or surcharges to our customers or through other hedging strategies. If shortages occur in the supply of energy or necessary petroleum products and we are not able to pass along the full impact of increased energy or petroleum prices to our customers, our business, financial condition, results of operations and cash flows would be adversely affected.

While we are not engaged in a regulated industry, we are subject to various laws applicable to businesses generally, including laws affecting land usage, zoning, the environment, health and safety, transportation, labor and employment practices (including pensions), competition, immigration and other matters. Approvals by municipalities, the U.S. and state departments of transportation, engineers and developers may affect the products our customers are allowed to use, and, consequently, failure to obtain or maintain such approvals may affect the salability of our products. Building codes may also affect the products our customers use, and, consequently, changes in building codes may also affect the salability of our products. Changes in applicable regulations governing the sale of some of our products, including changes in government mandatedgovernment-mandated regulatory product standards in countries in which we or our joint ventures operate, could increase our costs. In addition, changes to applicable tax laws and regulations could increase our costs of doing business. We may incur material costs or liabilities in connection with regulatory requirements.

We have made, and will continue to make, significant investments in technology. Our technology initiatives are designed to provide our customers a better order management and fulfillment experience, streamline our manufacturing operations and improve the quality of our internal control environment. The cost and potential problems and interruptions associated with the implementation of our technology initiatives could disrupt or reduce the efficiency of our operations in the near term. In addition, our new or upgraded technology might not provide the anticipated benefits, might take longer than expected to realize the anticipated benefits or might fail altogether. The occurrence of such issues could have a material adverse effect on our business financial condition and results of operations.

All of these risks are also applicable wherewhen we rely on outside vendors to provide services. We are dependent on third-party vendors to operate secure and reliable systems which may include data transfers over the internet. Any events which deny us use of vital operating or information systems may seriously disrupt our normal business operations. Additionally, our key partners, distributors or suppliers could experience a compromise of their information security due to a cybersecurity incident, which may have an impact on our business, reputation and financial performance.

•fluctuations in our effective tax rate, including from the OBBBA signed July 4, 2025, Inflation Reduction Act of 2022, Tax Cuts and Jobs Act of 2017, the Coronavirus Aid, Relief, and Economic Security Act and any future tax legislation;

We are the leading manufacturer of innovative water management solutions in the stormwater and onsite septic wastewater industries, providing superior drainage solutions for use in the construction and agriculture marketplaces. Our innovative products, for which we hold many patents, are used across a broad range of end markets and applications, including non-residential, infrastructure and agriculture applications. We have established a leading position in many of these end markets by leveraging our national sales and distribution platform, industry-acclaimed engineering support, overall product breadth and scale plus manufacturing excellence.

Growth in Allied Products & Other - Our Allied Products & Other include storm and septiconsite wastewater chambers, PVC drainage structures, fittings, stormwater filters and water separators. These products complement our pipe products and allow us to offer a comprehensive water management solution to our customers and drive organic growth. Our leading market position in pipe products allows us to cross-sell Allied Products effectively. Our comprehensive offering of Allied Products can also increase pipe sales in certain markets. Allied Products are less sensitive to resin prices since resin prices represent a smaller percentage of the cost for Allied Products. Our leading position in the pipe market has allowed us to increase organic growth of our Allied Products, and we also expect to expand our Allied Product offerings through acquisitions.acquisitions, including our recent acquisition of NDS.

Material Conversion - Our HDPE and PP pipe, plastic leachfield chambers, septiconsite wastewater tanks and related water management product lines compete with other manufacturers of similar products as well as manufacturers of alternative products made with traditional materials, such as concrete, steel and PVC. Our net sales are driven by market trends, including the adoption of thermoplastic corrugated pipe products as a replacement for traditional materials. Thermoplastic corrugated pipe is generally lighter, more durable, more cost effective and easier to install than comparable products made from traditional materials. We believe customers will continue to acknowledge the superior attributes and compelling value proposition of our thermoplastic products and expanded regulatory approvals allow for their use in new markets and geographies. In addition, we believe that PP pipe products will also help accelerate conversion given the additional applications for which our PP pipe products can be used.

•Net income from continuing operations decreased 11.8%5.0% to $452.6$429.9 million

•Adjusted EBITDA decreasedincreased 3.7%8.3% to $889.2$962.9 million

•Cash provided by operating activities decreasedincreased $136.4$237.6 million to $581.5$819.1 million

•Free cash flow decreasedincreased $165.6$200.7 million to $368.5$569.3 million

AdjustedNet EBITDA,sales aincreased non-GAAP financial measure, decreased $33.7$146.1 million, or 3.7%,5.0%, to $889.2$3,050.4 million, as compared to $922.9$2,904.2 million in the prior year. TheStormwater decreasesales isincreased primarily$71.0 duemillion, or 3.1%, to the$2,397.4 factorsmillion. mentionedWastewater above.sales Asincreased a$75.1 percentagemillion, ofor net sales, Adjusted EBITDA was 30.6% as compared13.0%, to 32.1%$653.0 in the prior year.million.

We operate our business in three distinct reportable segments: “Pipe”, “International” and “Infiltrator.” “Allied Products & Other” represents our Allied Products and all other business segments. We generate a greater proportionportion of our net sales and grossAdjusted profitEBITDA in our PipeStormwater segment, which consistsincludes sales of Pipehigh productperformance salesthermoplastic incorrugated pipe and complementary products throughout the United States.States and certain international regions. We expect the percentage of total net sales and gross profit derived from ourthe otherWastewater segmentssegment to continue to increase in future periods as we continue to expand non-Pipe product and our internationalwastewater management presence. See “Note 19.20. Business Segment Information,Information” to our audited consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.

InfiltratorWastewater - Wastewater (formerly “Infiltrator”) is a leading national provider of plastic leachfield chambers and systems, septiconsite wastewater tanks and accessories, primarily for use in residential applications. InfiltratorWastewater products are used in onsite septic wastewater treatment systems in the United States and Canada.

Our consolidated net sales for the fiscal year ended March 31, 2025 increased by $29.8 million, or 1.0%, compared to fiscal 2024. The decrease in domestic Net sales for PipeStormwater was primarily driven by unfavorable price/mix impact partially offset by higher demand.demand in our Allied Products. The increase in Net sales for InfiltratorWastewater was driven by improved price/mix and $46.4 million of net sales from Orenco. For the International segment, the decrease was driven by unfavorable price/mix and unfavorable foreign currency rates. The increase for Allied Products & Other was primarily driven by demand partially offset by unfavorable price/mix.

Our consolidated Cost of goods sold for the fiscal year ended March 31, 2025 increased by $81.5 million or, 4.7%, and our consolidated Gross profit decreased by $51.7 million, or 4.5%, compared to the same period in fiscal 2024. The decrease in gross profit for PipeStormwater is primarily due to unfavorable material cost and the decrease in Net sales.sales in Pipe. The increase in gross profit for InfiltratorWastewater was driven by improved pricing, improved material costs and the acquisition of Orenco. For the International segment, gross profit decreased due to same factors driving the decrease in Net sales. For Allied Products & Other, gross profit increased due to the same factors driving the decrease in Net sales.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin - EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, non-GAAP financial measures, have been presented in this Annual Report on Form 10-K as supplemental measures of financial performance that are not required by, or presented in accordance with generally accepted accounting principles (“GAAP”) and should not be considered as alternatives to net income as measures of financial performance or any other performance measure derived in accordance with GAAP. We calculate Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other gains and expenses. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by net sales.

(ab)Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions.

(bc)Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, the proportionate share of interest, income taxes, depreciation and amortization related to the South American Joint Venture, which is accounted for under the equity method of accounting and executive retirement expense (benefit).

As of March 31, 2025,2026, we had $1,053.9$962.9 million in liquidity, including $463.3$223.0 million of cash,cash $590.6and $739.9 million in borrowings available under our Revolving Credit Agreement, excluding $9.5$10.1 million of outstanding letters of credit. We believe that our cash on hand, together with the availability of borrowings under our Credit Agreement and other financing arrangements and cash generated from operations, will be sufficient to meet our working capital requirements, anticipated capital expenditures, and scheduled principal and interest payments on our indebtedness for at least the next twelve months.

Working Capital - Working capital is an indication of liquidity and potential need for short-term funding. We define working capital as current assets less current liabilities. Working capital increaseddecreased to $721.4 million as of March 31, 2026, from $926.4 million as of March 31, 2025, from $860.3 million as of March 31, 2024, primarily due to increases in inventory to support projected sales and a decrease in accounts payablecash due to the timingacquisition of purchases.NDS and capital expenditures, partially offset by cash flow from operations and the incremental working capital of NDS.

Investing Cash Flows - During fiscal 2025,2026, cash used for investing activities was $447.9$1,211.8 million. The cash used for investing cash flows was primarily fromfor the acquisition of OrencoNDS and capital expenditures. Capital expenditures increased in fiscal 20252026 compared to fiscal 2024.2025. Our capital expenditures in fiscal 20252026 were used primarily to support new facilities, facility expansionsexpansions, toequipment increasereplacements, productiontechnology capacityimprovement initiatives and recyclingour capabilities,corporate manufacturing equipment replacements and upgrades, and technology initiatives to improve customer service.headquarters.

During fiscal 2024,2025, cash used for investing activities was $155.7$447.9 million. The cash used for investing cash flows was primarily from capital expenditures offset with the dispositionacquisition of assetsOrenco orand businesses.capital expenditures. Capital expenditures increased in fiscal 20242025 compared to fiscal 2023.2024. Our capital expenditures in fiscal 20242025 were used primarily to support new facilities, facility expansions,expansions to increase production capacity and recycling capabilities, manufacturing equipment replacements and upgrades, and technology improvementinitiatives initiatives.to improve customer service.

During fiscal 2023,2024, cash used for investing activities was $214.5$155.7 million. The increase in cash used for investing cash flows was primarily due to elevatedfrom capital expenditures andoffset with the acquisitiondisposition of Cultec,assets Inc.or businesses. Our capital expenditures in fiscal 20232024 were used primarily to support growthnew facilities, facility expansions, equipment replacements and ourtechnology productivityimprovement initiatives, including automation and safety.initiatives.

Financing Cash Flows - During fiscal 2025,2026, cash usedprovided inby financing activities was $157.7$156.3 million. During fiscal 2025,2026, we received proceeds from the Term Loan Facility (as defined below) and issued 2034 Notes (as defined below) of $600.0 million and $500.0 million, respectively, we repaid the Initial Term Loan Facility (as defined below) and the 2027 Notes (as defined below) of $413.3 million and $350.0 million, respectively. Additionally, we repurchased shares at a cost of $69.9$92.0 million and made dividend payments of $49.7$56.1 million.

InOn May 26, 2022, wethe Company entered into a Second Amendment (the “Second Amendment”) to ourthe Company's Base Credit Agreement withwith, among others, Barclays Bank PLC, as administrative agent under the Initial Term Loan Facility, and PNC Bank, National Association, as new administrative agent under the Initial Revolving Credit Facility. Among other things, the Second Amendment (i) amended the Base Credit Agreement by increasing the Initial Revolving Credit Facility (the “Second Amended Revolving Credit Facility”) from $350.0 million to $600.0 million (including an increase of the sub-limit for the swing-line sub-facility from $50.0 million to $60.0 million) and extended the maturity date of the Revolving Credit Facility to the earlier of May 26, 2027.2027 or the date that is six months prior to the earliest maturity date of the outstanding loans under the Initial Term Loan Facility.

The following risk factors are related to the acquisition of NDS. Additional importantImportant risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in “Part I, Item 1A — Risk Factors” of our Fiscal 20252026 Form 10-K. These factors are further supplemented by those discussed in “Part II, Item 7A — Quantitative and Qualitative Disclosures about Market Risk” of our Fiscal 20252026 Form 10-K and in “Part I, Item 3 — Quantitative and Qualitative Disclosures about Market Risk” and “Part II, Item 1 — Legal Proceedings” of this Quarterly Report on Form 10-Q.

ThirdFirst Quarter Fiscal 20262027 Results

•Net income from continuing operations increased 5.0%22.5% to $394.6$176.6 million

•Adjusted EBITDA, a non-GAAP measure, increased 8.8%28.8% to $774.9$358.3 million Net sales increased $85.1$171.2 million, or 3.7%,20.6%, to $2,373.6$1,001.1 million, as compared to $2,288.5$829.9 million in the prior year.year Domesticquarter. Pipe sales decreased $17.1 million to $1,155.3 million. Domestic Allied Products & OtherStormwater sales increased $40.6$157.8 million, or 7.9%,24.2%, to $551.1$809.4 million. InfiltratorStormwater sales include $94.7 million of revenue from the acquisition of NDS. Wastewater sales increased $70.0$13.4 million, or 15.9%,7.5%, to $511.0$191.7 million. The overall increase in domestic net sales was primarily driven by growth in the core non-residential and residential construction end markets. International sales decreased $8.4 million, or 5.1%, to $156.2 million.

Gross profit increased $61.7$77.6 million, or 7.1%,23.5%, to $929.7$408.0 million as compared to $868.0$330.4 million in the prior year. The increase in gross profit is primarily driven by favorablethe acquisition of NDS, volume and mix of construction marketgrowth, and Infiltratorfavorable sales,price/cost and manufacturing costs, partially offset by unfavorablehigher fixedtransportation cost absorption as well as the mix impact from the inclusion of Orenco.costs.

Comparison of the Three Months Ended DecemberJune 31,30, 20252026 to the Three Months Ended DecemberJune 31,30, 20242025

Net sales - The following table presents Net sales to external customers by reportable segment for the three months ended DecemberJune 31,30, 20252026 and 2024.2025.

Our consolidated CostNet of goods soldsales for the three months ended DecemberJune 31,30, 20252026 decreasedincreased by $14.7$171.2 million, or 3.3%, and our consolidated Gross profit increased by $17.6 million, or 7.3%,20.6%, compared to the same period in fiscal 2025.2026. The increase in grossStormwater profitsales for Domestic Pipe iswas primarily driven by favorableNDS materialnet costssales partiallyof offset$94.7 bymillion transportationand costs.an increase in volume in both Pipe and Allied Products. The increase in grossWastewater profit for both Infiltrator and Allied Products & Othersales was primarily driven by volume.

Selling, general and administrative expenses for the three months ended DecemberJune 31,30, 20252026 increased $8.0$26.9 million from the same period in fiscal 20252026 and as a percentage of Net sales, increased by 1.1%.0.6%. The increase in Selling, general and administrative expenses was primarily due to transactionthe operating expenses of NDS, integration costs of $7.2$3.2 million relatedand increased stock-based compensation due to the acquisition of NDS.performance.

Loss (gain) on disposal of assets and costs from exit and disposal activities - The loss on disposal in fiscal 2026 was due to exit and disposal activities. See “Note 2.3. Restructuring and Loss (Gain) on Disposal of Assets and Costs from Exit and Disposal Activities” for additional information.

The change in the effective tax rate for the ninethree months ended DecemberJune 31,30, 20252026 was primarily drivenrelated byto the decrease of thea discrete income tax benefit related tofor the stock-basedchange compensationin windfall.valuation allowance on deferred tax assets for net losses on outside basis differences. See “Note 11. Income Taxes” for additional information.

Adjusted EBITDA and Adjusted EBITDA Margin - Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures, have been presented in this Form 10-Q as supplemental measures of financial performance that are not required by, or presented in accordance with GAAP and should not be considered as alternatives to net income as measures of financial performance or cash flows from operations or any other performance measure derived in accordance with GAAP. We calculate Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other expenses. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by Net sales.

(a)Includes costs associated with closure of one recycling facility, one offsite storage location and one distribution yard, as well as professional fees incurred in connection with supporting enterprise-wide restructuring and realignment initiatives. Excludes gain on sale of properties previously held-for-sale and equipment. See “Note 2.3. Restructuring and (Loss) Gain on Disposal of Assets and Costs from Exit and Disposal Activities” for additional information.

(c)Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, and the proportionate share of interest, income taxes, depreciation and amortization related to the South American Joint Venture, which is accounted for under the equity method of accounting and executive retirement expense.

As of DecemberJune 31,30, 2025,2026, we had $41.1$24.8 million in cash that was held by our foreign subsidiaries, including $26.1$9.8 million held by our Canadian subsidiaries. We continue to evaluate our strategy regarding foreign cash, but our earnings in foreign subsidiaries still remain indefinitely reinvested, except for Canada. We plan to repatriate earnings from Canada and believe that there will be no additional tax costs associated with the repatriation of such earnings other than any potential non-U.S. withholding taxes.

As of DecemberJune 31,30, 2025,2026, we had $1,598.1$900.9 million in liquidity, including $1,008.2$162.3 million of cash and $589.9$738.6 million in borrowings available under our Revolving Credit Agreement, net of outstanding letters of credit. We believe that our cash on hand, together with the availability of borrowings under our Credit Agreement and other financing arrangements and cash generated from operations, will be sufficient to meet our working capital requirements, anticipated capital expenditures, and scheduled principal and interest payments on our indebtedness for at least the next twelve months.

Working Capital - Working capital increaseddecreased to $1,291.7$655.3 million as of DecemberJune 31,30, 2025,2026, from $926.4$721.4 million as of March 31, 2025.2026. The increasedecrease in working capital is primarily due to increaseddecreased cash on hand and increased accounts payable offset by changes in inventory andincreased accounts receivable due to seasonality.

Operating Cash Flows - Cash flows from operating activities increaseddecreased $238.9$14.6 million during the ninethree months ended DecemberJune 31,30, 20252026 primarily driven by changes in working capital.

Investing Cash Flows - Cash flows used in investing activities during the ninethree months ended DecemberJune 31,30, 20252026 decreased by $216.3$14.9 million compared to the same period in fiscal 2025.2026. The decrease in cash used in investing activities was due to the proceeds from the sale of properties held-for-sale and the acquisition of Orenco in the prior year offset by theperiod acquisition of River Valley Pipe.

Capital expenditures totaled $196.7$57.2 million and $166.4$52.6 million for the ninethree months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. Our capital expenditures for the ninethree months ended DecemberJune 31,30, 20252026 were used primarily to support facility expansions, equipment replacements and technology improvement initiatives. We also acquired $36.6$2.8 million of property, plant and equipment under finance leases, which includes material handling transportation equipment to update our fleet of forklifts, trucks and trailers.

We currently anticipate that we will make capital expenditures of approximately $250$200 million in fiscal year 2026,2027, including approximately $95$110 million of open orders as of DecemberJune 31,30, 2025.2026. Such capital expenditures are expected to be financed using funds generated by operations.

Financing Cash Flows - During the ninethree months ended DecemberJune 31,30, 2024,2026, cash used in financing activities included the repurchase of common stock of $69.9$233.2 million, $37.3$15.3 million of dividend payments, $17.8$10.7 million for shares withheld for tax purposes and $9.5 million of payments of finance lease obligations and $10.6 million for shares withheld for tax purposes.obligations.

Financing Transactions - There have been no changes in our debt disclosures from those disclosed in “Liquidity and Capital Resources” in our Fiscal 20252026 Form 10-K. We are in compliance with our debt covenants as of DecemberJune 31,30, 2025.2026.

Excluding the guarantees of 50% of certain debt of our unconsolidated South American Joint Venture as further discussed in “Note 8. Related Party Transactions” to the Condensed Consolidated Financial Statements, we do not have any other off-balance sheet arrangements. As of DecemberJune 31,30, 2025,2026, our South American Joint Venture had no outstanding debt subject to our guarantees. We do not believe that this guarantee will have a current or future effect on our financial condition, results of operations, liquidity or capital resources.