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2026-07-11 全球资产日报

• 数据时间：2026-07-11 14:02:18 Asia/Shanghai
• 报告类型：全球资产日报

展开市场热力、期权压力和 Crypto 盘口

美股 / ETF 热力

CRCL+5.76%

较前交易日5D +2.35%Put/Call 0.32 · 大单 3

SPCX-4.10%

较前交易日5D -10.31%Put/Call 0.94 · 大单 6

NVDA+3.85%

较前交易日5D +8.28%Put/Call 0.38 · 大单 30

APLD-3.53%

较前交易日5D -5.78%Put/Call 0.77

MRVL-2.76%

较前交易日5D -3.86%Put/Call 0.84 · 大单 5

KMEM-2.43%

较前交易日5D +2.90%Put/Call N/A

DRAM-2.11%

较前交易日5D +3.97%Put/Call 0.58

NBIS+1.76%

较前交易日5D +1.87%Put/Call 1.12 · 大单 1

VRT-1.56%

较前交易日5D +6.10%Put/Call 1.45

USAR-1.44%

较前交易日5D -3.50%Put/Call 0.79

SOXL+1.01%

较前交易日5D +5.95%Put/Call 3.69

GFS-0.90%

较前交易日5D -1.25%Put/Call 1.30

COHR-0.81%

较前交易日5D -2.66%Put/Call 0.59

GOOG-0.33%

较前交易日5D -0.32%Put/Call 0.38

PSI-0.03%

较前交易日5D +0.89%Put/Call 0.16

期权压力

NVDA0.38

Put/Call VolOI 0.72IV 36.40% · Max Pain 200.00 · 大单 30

QQQ1.78

Put/Call VolOI 1.47IV 19.01% · Max Pain 713.00 · 大单 18

SPY1.58

Put/Call VolOI 3.40IV 9.66% · Max Pain 744.00 · 大单 12

SPCX0.94

Put/Call VolOI 0.81IV 61.72% · Max Pain 165.00 · 大单 6

MRVL0.84

Put/Call VolOI 1.17IV 87.29% · Max Pain 220.00 · 大单 5

MSFT0.41

Put/Call VolOI 0.53IV 32.79% · Max Pain 390.00 · 大单 3

CRCL0.32

Put/Call VolOI 0.84IV 81.96% · Max Pain 75.00 · 大单 3

SOXX2.00

Put/Call VolOI 1.32IV 56.17% · Max Pain 585.00 · 大单 2

快照对比基准：2026-07-10。本面板只展示已落盘事实，不生成操作判断。

今日要点

突发事件与政策信号

• 美联储 7 月 8 日公布的 6 月 FOMC 纪要显示，全体委员维持联邦基金利率在 3.50%-3.75%，工作人员估计 5 月总 PCE 与核心 PCE 同比分别升至 4.1% 和 3.4%，少数委员认为通胀上行风险已足以讨论加息。金十 7 月 11 日 06:04（UTC+8）记录的 CME 定价为 7 月维持利率不变概率 66.3%、加息 25bp 概率 33.7%。AI 资本开支仍支撑产出，但高利率和折旧压力同时压缩高估值科技股的容错率。
• 金十 7 月 11 日中东跟踪称美伊技术接触继续、卡塔尔赴伊斡旋，美国同时宣布新一轮对伊制裁；7 月 10 日油价则以 WTI 71.41 美元、Brent 76.01 美元收盘，分别下跌 0.93% 和 0.38%。外交接触、制裁与油价回落并存，地缘尾部风险仍需要价格和航运数据确认。
• Circle 7 月 10 日公告称已获 OCC 最终批准设立国家信托银行，初期服务 Circle 及关联方，面向机构客户的托管和 USDC 储备管理仍属未来能力；报告检索时未找到 OCC 对应的 2026 年 7 月公开决定书。CRCL 当日上涨 5.76%，近月 66.5-75 美元 Call 活跃，但链快照没有主动成交方向，时间先后不足以建立因果。
• 美国拟放宽阿联酋 AI 芯片出口限制的金十快讯直接关联 NVDA、AMD；Meta 自研 AI 芯片报道称 Iris 芯片计划 9 月投产，由 AVGO 协助设计、TSM 制造。前者扩展短期销售通道，后者提示大客户自研芯片对长期采购结构的影响；量产、采购量和收入贡献均待公司确认。

组合相关研究

• COHR 研究称其数据中心与通信业务占 2026 财年第三季收入 75%、同比增 41%，订单能见度延伸至 2028 年，但远期市盈率约 37.56 倍，高于行业 21.49 倍。COHR 占股票账本 已隐藏，订单兑现和估值压缩必须同时管理。
• APLD 租约集中度研究称约 360 亿美元已签约租约收入中，近 86% 集中于两家超大规模云客户；合同兑现取决于 2027-2028 年投产、融资、客户资本开支与交付。持仓仍亏损 已隐藏，31.71-32.05 未收复前不把合同上限当作已确认收入。
• 彭博对 USAR 政府交易的报道、MP Materials 诉讼报道与稀土人才调查共同指向治理、知识产权和人才三类执行风险；这些材料记录的是议员质疑与诉讼主张，尚无违法认定或司法结论。
• 存储主题 ETF 对比显示 DRAM、KMEM 在韩股、T-Bill、现金、掉期和期权上的结构差异很大；存储板块回撤报道又显示 MU、三星、SK 海力士和 DRAM 均自近期高点回撤逾 20%。主题资金仍在流入，但产品结构和价格趋势都不支持把它们视作同一篮子。

资产盘面

投研观点

Crypto 市场观察和动向

Binance USDS-M 快照显示 BTCUSDT 64,121、24h +0.03%、funding 0.00000849；ETHUSDT 1,797.31、+1.08%、funding 0.00004231；SOLUSDT 77.79、-1.73%、funding -0.00000112。BTC、ETH funding 为正，SOL 已略转负；BTC 与 ETH 的 1H/4H 修复仍受日线 MA60 压制，SOL 继续呈现日线尚可、短周期偏弱的分歧。

资产	资金、技术与协议事实	观察结论
BTC	Farside 7/10 合计 +360 万美元，但 IBIT 单元格缺失；Bitcoin Core 31.1 修复 chainstate 过量 I/O 与 privatebroadcast 特定路径的 IP 泄露。支撑 64,029 与 63,303-63,495，压力 64,181、64,471、64,699。	越过 64,181 只解除近端压力，站稳 64,699 后才打开 65,527；63,303-63,495 失守时，本轮短周期修复转入防守。客户端修复不代表全网节点已经升级。
ETH	Farside 7/10 合计 +220 万美元，但 ETHA 缺失；Ethereum Foundation 文章披露 libp2p gossipsub 的 CVE-2026-34219 已修复。支撑 1,772-1,778，压力 1,807-1,811 与日线 MA60 约 1,834。	相对 BTC 的加权强度为 +3.36，但 1,807-1,811 未越过前仍是修复。跌破 1,772-1,778 后，1,754.69 是下一失效观察位。
SOL	Farside 7/10 合计 +20 万美元；Solana 状态页快照显示 Mainnet Beta、RPC 与 Explorer 正常。支撑 76.58-76.91，压力 78.03-78.43。	24h 价格和相对 BTC 强度均偏弱。重新越过 78.43 后再看 79.01-79.17；76.58 失守会削弱仍在的日线中期支撑。

SEC 7 月 7 日监管议程声明把加密资产融资、代币化证券托管和交易安排列入规则工作方向；这仍是监管计划，尚未成为生效规则。Circle 页面截至 7 月 6 日披露 USDC 流通量 730 亿美元，但缺同口径前值，无法把流通量变化归因于 BTC、ETH 或 SOL。

Crypto 操作建议

• ETF flow 数字存在 IBIT、ETHA 缺项；Followin 多数条目缺 canonical URL 和执行细节。两类数据只用于交叉验证资金温度，不单独触发交易。

美股市场观察

标的	市场与事件事实	持仓影响与判断
COHR	324.60，较前收 -0.81%。研究文章强调 AI 光互连订单能见度与利润率改善，也列出显著估值溢价。	市值 已隐藏、集中度 已隐藏、未实现 已隐藏。327.20-330.53 收复后再看 336.09；323.16 失守后先看 317.62。
MRVL	236.55，较前收 -2.76%。7 月 10 日研究列出数据中心互连、交换机与定制芯片增长目标，多数仍为管理层目标和研究机构预测。	市值 已隐藏、集中度 已隐藏、未实现 已隐藏。持续收回 238.15-238.54 后再看 244-251.11；236.07 失守后转向 232.70/232.02。
NBIS	220.00，较前收 +1.76%。科技内部轮动文章把 NBIS 列入前期 AI 强势股回撤组；文章没有完整样本与计算口径。	市值 已隐藏、集中度 已隐藏、未实现 已隐藏。224.24 后看 227.55-230；218.51 失守则 1H 反弹失败，下一观察区为 212.11-210.33。
PSI	159.42，较前收 -0.03%。官方前十大以 AMAT、KLAC、MU、LRCX、AMD、NVDA 为主；价格与持仓日期相差一日。	市值 已隐藏、集中度 已隐藏、未实现 已隐藏。先越过 162.46，再看 163.23-164.83；159.25 失守后看 155.90。
APLD	31.15，较前收 -3.53%。租约集中度研究把客户、融资和 2027-2028 年交付列为兑现条件。	市值 已隐藏、集中度 已隐藏、未实现 已隐藏。收回 31.71-32.05 后再看 34.19；30.59 失守后看 29.49-29.93。
GFS	69.08，较前收 -0.90%。公司确认 8 月 5 日 08:30 美东时间召开第二季度财报电话会。	市值 已隐藏、集中度 已隐藏、未实现 已隐藏。先站上 69.24-69.27，再越过 70.19-70.55；68.25-68.39 失守则修复失败。
CRCL	66.64，较前收 +5.76%。国家信托银行公告后，近月 66.5、70、71、72、75 Call 活跃，Max Pain 75。	市值 已隐藏、集中度 已隐藏、未实现 已隐藏。68.02 后看 69.98-72.28；66.38 下方转向 64.77-65.40。牌照尚未提供开业日和收入影响。
USAR	18.60，较前收 -1.44%。政府交易质疑、MP 诉讼与稀土人才缺口形成三重执行风险，尚无监管或司法结论。	市值 已隐藏、集中度 已隐藏、未实现 已隐藏。收回 18.65-18.74 后再看 19.05-19.16；18.24-18.29 失守后看 18.15。
GOOG	355.05，较前收 -0.33%。Alphabet 确认 7 月 22 日 16:30 美东时间召开第二季度财报电话会，8 月 7 日 350/380 Call 均跨越财报日。	市值 已隐藏、账面 已隐藏。站上 355.75 后看 359.70-360.98；349.98 失守后转向 343.63。

观察池的上涨高度集中：NVDA +3.85%、CRCL +5.76%、NBIS +1.76%、SOXL +1.01%、MSFT +0.26%，其余 13 个标的下跌。NVDA 维持三周期同向，但 RSI6 超过 81、接近 211.89-213.50 压力；SOXX、SOXL、FTXL 则仍是短周期修复、日线承压。半导体 beta 没有形成普涨确认。

ETF 分析

ETF	发行方/日期	NAV / 市价 / 溢价	主要敞口	期权与技术	判断与限制
PSI	Invesco；价格 7/9、持仓 7/8	151.5191 / 151.33 / -0.12%	AMAT 6.72%、KLAC 5.89%、MU 5.67%、LRCX 5.53%、AMD 5.50%、NVDA 5.09%	当前 159.42；支撑 159.25，确认 162.46/163.23；Max Pain 160，但 OI 很小	组合已有仓位；先收复 162.46。官方机器接口本轮不可用，沿用已落盘官方事实，价格与持仓差一日。
SOXX	iShares；NAV 7/10、价格/持仓 7/9-7/8	581.21 / 581.70 / 官方 +0.02%	AMD 8.20%、MU 7.99%、NVDA 7.91%、AVGO 7.12%、INTC 5.69%、AMAT 5.19%	当前 581.34；支撑 579.64，确认 586.67 后再看 598.25-599.82；Put/Call 成交量比 2.00、OI 比 1.32	普通半导体 ETF 中适合作为新增 beta 基准；不同日期的 NAV 与市价不自行重算溢价。
SOXL	Direxion；价格/持仓 7/9	191.02 / 192.45 / +0.75%	前五大为 ICE Semiconductor Index swap，另含现金管理工具，权重可超过 100%	当前 192.26；支撑 191.80，确认 194.93，日线 MA10 约 203.73；Put/Call 成交量比 3.69、OI 比 2.12，ATM IV 1.60	3 倍日收益工具，不用于替代 PSI/SOXX 的中期仓位；189.56-190.01 失守则修复失败。
FTXL	First Trust；价格/持仓 7/9	255.19 / 255.36 / +0.07%	INTC 12.14%、MU 11.56%、MRVL 7.12%、QCOM 6.58%、AMD 6.49%、AVGO 6.11%	当前 254.05；支撑 252.46，确认 254.56/257.80；Max Pain 250，期权样本小	对 INTC、MU、MRVL 更集中；站上 257.80 后才确认修复延伸。
DRAM	Roundhill；价格 7/9、持仓 7/9-7/10	62.17 / 64.36 / +3.52%	T-Bill 24.98%、SK 海力士 16.62%、三星 15.57%、货币基金 14.64%、MU swap 13.76%	当前 63.04；支撑 61.97/61.25，确认 63.15-63.37，日线 MA10 约 65.90；Max Pain 65	高溢价与复合持仓同时存在；T-Bill、韩股、基金和 swap 使其偏离纯股票篮子。
KMEM	Kurv；价格 7/9、持仓 7/8	21.57 / 21.82 / 官方 +1.17%	货币基金 26.06%、三笔 T-Bill 合计约 74.62%、SK 海力士 21.91%、DRAM call/put 与负现金	当前技术价约 21.3；支撑 21.09/20.71，确认 21.44/21.57；无可用期权到期日	仅 7 根日线，结构尚未成熟；期权、国债和负现金行使其净敞口不能按普通股票 ETF 解读。

美股操作建议

• 最大仓位 COHR 以 323.16 为第一防守、317.62 为第二防守；只有连续收复 327.20-330.53，才保留向 336.09 扩展的进攻预算。MRVL 以 238.15-238.54 为修复确认，236.07/232.70 为两级防守。
• NBIS 站上 224.24 后再看 227.55-230；218.51 失守时减一档风险。APLD 先收复 32.05，30.59 下方继续防守。两者都属于资本开支与合同兑现敏感标的，不用研究文章中的合同上限替代价格确认。
• PSI 需越过 162.46，SOXX 需越过 586.67；若要增加半导体 beta，优先使用这两条确认路径。SOXL 的 3 倍 swap 结构、1.60 ATM IV 与偏高 Put/Call 使其只适合短周期战术，当前不用于补回持仓浮亏。
• CRCL 的牌照事件改善监管基础设施预期，但 68.02、69.98-72.28 仍是价格门槛。USAR 在诉讼和调查没有新文件前维持小仓位观察；18.24 下方优先保护本金。
• GOOG 的 7 月 22 日财报已确认。355.75 上方观察 359.70-360.98，349.98 下方降低事件前风险；8 月 7 日 Call 活动只说明跨财报合约活跃，不能识别方向。
• NVDA 日线与 4H 同向，211.89-213.50 是压力区；现价大涨后不追入。MSFT 需连续越过 388.75 和 391.13，才完成短周期向日线的修复。

加密货币板块

交易：BTC / ETH / SOL

项目	私有事实	判断
ETF/ETP flow	Farside 7/10：BTC +3.6、ETH +2.2、SOL +0.2、HYPE -5.7 百万美元；BTC 的 IBIT、ETH 的 ETHA 缺失。	只作滞后一日资金温度；缺失单元格保持未知，不补零。
协议运行	Bitcoin Core 31.1、Ethereum CVE 修复和 Solana 正常状态均已核验到一手页面。	软件修复与运行快照改善基础设施观察，不替代采用率与价格确认。

风险观察

• 权益集中：COHR 单票占股票账本 已隐藏，前五大占 已隐藏；半导体、光通信、AI 算力、数据中心与存储存在显著共振，标的数量不等于行业分散。
• 宏观：FOMC 纪要显示通胀与加息风险重新进入讨论；7 月 14 日 08:30 美东时间将公布 6 月 CPI，官方页面最新的 5 月 CPI 为环比 0.5%、同比 4.2%，报告未引入市场一致预期。
• 地缘与能源：美伊接触、卡塔尔斡旋、新制裁与油价下跌同日出现。金十为二次摘要，尚未独立核验其引用的原始讲话与航运数据。
• 事件与治理：CRCL 牌照缺 OCC 对应公开决定书；USAR 同时面对议员质疑、MP 诉讼和人才争夺；SK 海力士 ADS 仍缺最终 424B4、最终定价与首笔常规交易确认。
• 数据边界：IBKR 使用延迟行情；PSI 缺 4H，VRT 缺 1H/4H，COHR、CRCL、SPCX、GOOG、NBIS 缺 4H。KMEM 没有可用期权到期日；公开期权链不含 Greeks、GEX、IV Rank、skew、主动成交方向和逐笔组合腿。
• 资料覆盖：169 条文章请求中 154 条可读，15 条因 403、404、正文过短或 PDF 缺少文本提取器而未进入正文；124 条近期文章完成当日摘要，30 条较旧文章沿用既有归档事实。缺口均未用其他来源静默替代。

期权观察

数据概览

期权链快照约为 2026-07-11 11:23（UTC+8）。20 个观察标的中 19 个取得指标，KMEM 无到期日；前端到期日集中在 7 月 17 日。大额权利金按 100 乘数估算，仅用于规模排序。

标的	结构事实	技术交叉	观点
SPY / QQQ	SPY Put/Call 成交量比 1.58、OI 比 3.40、Max Pain 744；QQQ 为 1.78、1.47、Max Pain 713	现价 754.95 / 725.51，均高于 Max Pain	指数 put OI 偏重，可包含长期保护、价内替代或组合腿；CPI 前只作风险温度。
COHR	成交量比 0.59、OI 比 0.95、ATM IV 0.93、Max Pain 350；470 Call 与 290 Put 出现 Volume/OI 告警	当前 324.50；支撑 323.16/317.62，确认 327.20-330.53	远离现价的告警不能替代近端价格结构；最大持仓先按 323-331 管理。
MRVL	成交量比 0.84、OI 比 1.17、Max Pain 220；232.5 Put 与 247.5/252.5 Call 活跃	支撑 236.07/232.70，确认 238.15-238.54	上下两侧活动并存；232-253 是风险区间，238.54 才提高修复质量。
NBIS	成交量比 1.12、OI 比 1.85、ATM IV 1.22、Max Pain 220；202.5 Put 与 242.5 Call 活跃	当前 219.65；支撑 218.51/212.11，确认 224.24	220 是现价与 Max Pain 交汇点；跌破 218.51 时技术风险优先。
SOXX / SOXL	SOXX 成交量比 2.00、OI 比 1.32、Max Pain 585；SOXL 为 3.69、2.12、Max Pain 190、ATM IV 1.60	SOXX 确认 586.67；SOXL 确认 194.93、日线门槛 203.73	put 活动与 3 倍结构叠加，SOXL 只作战术工具；SOXX 更适合作为行业确认。
NVDA	成交量比 0.38、OI 比 0.72、Max Pain 200；210 Call 估算权利金约 5,653 万美元，205/215 Call 也活跃	当前 210.96；压力 211.89-213.50，支撑 208.56/206.15	Call 成交规模大，但没有主动买卖方向；价格已接近压力且短周期超买。
CRCL	成交量比 0.32、OI 比 0.84、Max Pain 75；66.5-75 Call 多档活跃，另有 45 Put	当前 66.14；确认 68.02/69.98-72.28，支撑 66.38/64.77	事件日两侧交易活跃。公告与成交时间先后不构成方向和因果。
GOOG	成交量比 0.38、OI 比 0.91、Max Pain 350；8/7 的 350/380 Call 跨越 7/22 财报	当前 355.03；支撑 349.98，压力 355.75/359.70	跨财报到期只确认事件覆盖；无法识别财报交易、对冲或组合腿。
PSI / DRAM	PSI 成交量比 0.16、OI 比 0.11、Max Pain 160但样本小；DRAM 为 0.58、0.83、Max Pain 65	PSI 确认 162.46；DRAM 确认 63.15-63.37、日线门槛 65.90	PSI 以官方持仓和技术为主；DRAM 还受 3.52% 官方溢价与复合敞口约束。

观点输出

• 期权与技术最清晰的交叉点是 COHR 323-331、MRVL 232-253、NBIS 218-224、SOXX 585-587、NVDA 208.6-213.5、CRCL 66.4-72.3。它们用于确认价格结构，不单独产生方向。
• SPY、QQQ、SOXX、SOXL 的 Put/Call 同时偏高，说明保护与价内结构增加；缺少逐笔方向、组合腿和 dealer 仓位时，无法把比率直接写成指数看跌。
• KMEM 无可用期权到期日，FTXL 与 PSI 样本较小；这三只 ETF 优先使用发行方结构、NAV/市价关系与技术位。

技术分析

下表使用 D1 快照的支撑、压力、触发和失效位；当前周期 K 线未收盘、延迟行情与缺失周期已经单列。

标的	结构	第一支撑	第一压力	确认路径	失效路径
MRVL	失效观察 / 分歧	236.07	238.15	收回 238.15-238.54 后看 244-251.11	236.07 下看 232.70/232.02
GFS	失效观察 / 下强上弱	68.25	69.24	越过 69.27 后再看 70.19-70.55	68.25-68.39 下看 67.42-67.74
APLD	失效观察 / 下强上弱	30.96	31.71	收回 31.71-32.05 后看 34.19	30.59 下看 29.49-29.93
USAR	失效观察 / 下强上弱	18.51	18.65	收回 18.65-18.74 后看 19.05-19.16	18.24-18.29 下看 18.15
COHR	失效观察 / 4H 缺失	323.16	327.20	越过 327.20-330.53 后看 336.09	323.16 下看 317.62
CRCL	失效观察 / 4H 缺失	66.38	68.02	越过 68.02 后看 69.98-72.28	66.38 下看 64.77-65.40
GOOG	压力测试 / 4H 缺失	349.98	355.75	站上 355.75 后看 359.70-360.98	349.98 下看 343.63
NBIS	回踩 / 4H 缺失	218.51	224.24	越过 224.24 后看 227.55-230	218.51 下看 212.11-210.33
MSFT	压力测试 / 分歧	383.91	388.75	继续越过 391.13 才确认修复	381.27 下方且不能收复 380.26
NVDA	主升压力测试 / 同向	208.56	211.89	越过 211.89 并收于 213.50 上方	208.56 下再失守 206.15-206.36
SOXX	回踩压力测试	579.64	586.67	越过 586.67 后看 598.25-599.82	579.64 下再失守 571.63
SOXL	高波动压力测试	191.80	194.93	越过 194.93 后仍需收复 203.73	191.80 下再失守 189.56-190.01
FTXL	回踩压力测试	252.46	254.56	站上 254.56 后看 257.80/259.44	252.46 下再失守 249.70
PSI	混乱 / 4H 缺失	159.25	162.46	再越过 163.23-164.83 才延伸	159.25 下看 155.90
DRAM	回踩分歧	61.97	63.15	越过 63.15-63.37 后仍需 65.90	61.97 下再失守 61.25
KMEM	历史不足	21.09	21.44	越过 21.44/21.57，仅作短周期确认	21.09 下看 20.71
VRT	日线压力测试	316.43	322.40	越过 322.40 后看 329.84	316.43 下再失守 313.65
SPCX	失效观察 / 历史不足	145.11	147.43	收复 147.43 后看 149.40/151.13	145.11 下看低置信 135
BTCUSDT	下强上弱	64,029	64,181	越过 64,181、64,471、64,699 后看 65,527	63,303-63,495 失守后看 62,007
ETHUSDT	下强上弱	1,778	1,807	越过 1,807-1,811 后看 1,834	1,772-1,778 下再看 1,754.69
SOLUSDT	上强下修	76.58	78.03	越过 78.03-78.43 后看 79.01-79.17	76.58-76.91 下再看 76.01/74.97

重要文章与快讯

重要文章

重要性	中文标题	发布日期	来源	相关标的	评级理由
5/5 高	Meta九月投产自研人工智能芯片	2026-07-11	Motley Fool	AVGO, META, NVDA, TSM	同时触及META资本开支、NVDA需求、AVGO设计服务和TSM制造链条，消息新近且信息密度高。
5/5 极高	Circle牌照难改盈利约束	2026-07-10	Motley Fool	CRCL, NVDA, USDC-USD	监管批准直接作用于CRCL，且文章给出业务规模、收入增速、成本与利润的完整关键数据。
5/5 高	Circle获批设立国家信托银行	2026-07-10	Circle Internet Group	CRCL	CRCL官方披露的重大监管批准，直接影响托管与USDC基础设施定位。
5/5 高	USAR政府交易面临利益冲突质疑	2026-07-07	Bloomberg	USAR	涉及USAR政府支持和融资结构的具体金额、持股及利益冲突调查。
4/5 中高	格芯高管预设计划减持	2026-07-11	Motley Fool	GFS	直接覆盖GFS且有近期SEC申报支撑，交易后持仓降幅明显；10b5-1计划限制了动机推断。
4/5 中高	人工智能资本开支重估压力	2026-07-11	Investing.com	GOOG, ING, MSFT, ORCL, ORCL-PD	直接覆盖MSFT和GOOG，并把资本开支、收入、回购与估值联系起来，适合日报主题阅读。
4/5 高	Circle托管银行获准	2026-07-10	Motley Fool	CRCL, NVDA, USDC-USD	直接覆盖CRCL监管进展和收入结构，但与同批深度文章存在较高事实重合。
4/5 高	SpaceX增长前景与执行风险	2026-07-10	Zacks	BA, LMT, META, SCHW, SPCX, VALU, WMB	直接覆盖SPCX的上市后相对表现、业务主线和风险框架，适合日报优先阅读。
4/5 中高	英国加强监管亚马逊云服务	2026-07-10	GuruFocus.com	AMZN, GOOG, MSFT, ORCL	监管主体、生效日和要求明确，直接涉及云服务商及金融客户的运营风险。
4/5 高	Circle联邦托管牌照	2026-07-10	Bankless	CRCL, USDC-USD	监管事件直接且新鲜，并给出稳定币竞争背景；关键份额数据的方法透明度不足。
4/5 高	Coherent利润率扩张受关注	2026-07-10	Zacks	COHR	直接覆盖COHR并给出盈利、估值、订单能见度和预期修订等多项核心事实，且发布时间新近。
4/5 高	APLD租约集中度风险	2026-07-10	Zacks	APLD, CRWV, DLR, DLR-PJ, DLR-PL	直接量化APLD合同收入的客户集中度与中期交付风险。
4/5 中高	迈威尔五项AI增长引擎	2026-07-10	Zacks	AMD, AVGO, MRVL	直接覆盖MRVL且含分业务增长框架与估值数据，适合当日重点阅读；核心依据仍为公司展望和分析师共识。
4/5 中高	纳指前期AI赢家出现轮动	2026-07-10	Yahoo Finance	AMD, ARM, NBIS, STX, WDC	直接覆盖NBIS及人工智能硬件链的近期相对表现，数据密度较高。
4/5 高	Coherent高估值下的订单能见度	2026-07-09	Zacks	COHR, ^GSPC	直接覆盖COHR并涵盖收入结构、订单、资本开支、利润、资产负债表、估值和预期，适合优先阅读。
4/5 高	MP起诉USAR争夺磁材技术	2026-07-09	Simply Wall St.	MP, USAR	法律与知识产权争议直接涉及USAR的核心能力与执行风险。
4/5 高	稀土人才缺口制约扩产	2026-07-09	Bloomberg	ARA.NE, ARA.TO, METC, METCB, METCI, METCZ, MP, USAR	揭示USAR稀土项目的关键执行约束，并直接关联招聘诉讼。
4/5 中高	存储主题基金围绕HBM与闪存分化	2026-07-09	etf.com	000660.KS, 005930.KS, DRAM, HBMX, KMEM	直接涉及DRAM和KMEM，持仓、费率、规模与产业链差异均有较高信息密度。
4/5 高	欧央行应对能源通胀	2026-07-09	European Central Bank	-	官方会议纪要发布距日报两日，直接提供欧元区利率、通胀与风险资产定价的原始政策证据。
4/5 中高	以太坊智能审计验证流程	2026-07-09	Ethereum Foundation	ETH	官方安全团队披露近期且与 ETH 客户端依赖直接相关的漏洞实例，方法论信息密集；技术影响范围仍未公开。
4/5 高	AMD二季度财报日程确定	2026-07-08	Advanced Micro Devices	AMD	公司官方公告直接确认AMD下一次财报与电话会议节点，发布时间新、标的关联直接；但仅含日程安排，缺少经营数据。
4/5 高	光互连产能扩张预期	2026-07-08	Insider Monkey	COHR	直接覆盖COHR的目标价、产能扩张与政府资金线索，且包含可验证的公司计划。
4/5 高	USAR交易关系受议员调查	2026-07-07	The Wall Street Journal	USAR	直接涉及USAR政府交易的治理风险，尽管正文证据有限。
4/5 中高	存储板块进入熊市的扩散迹象	2026-07-07	Yahoo Finance	000660.KS, 005930.KS, AMAT, DRAM, INTC, LRCX, MU, SNDK	直接覆盖DRAM及主要存储股，并量化了回撤广度和行业分化。

金十快讯

金十数据快讯 · 2026-07-11 09:43:29+08:00 · GLOBAL / oil / gold / USD / geopolitics/security/sanctions

金十数据整理：中东局势跟踪（7月11日）

金十7月11日中东跟踪汇总称：美伊技术层面接触仍在继续；美方要求伊朗承诺停止向霍尔木兹海峡船只开火；卡塔尔代表赴伊朗斡旋；美国宣布新一轮对伊制裁。

金十数据快讯 · 2026-07-11 08:26:29+08:00 · GLOBAL / gold / gold ETF holdings / commodity / Global

全球最大黄金ETF--SPDR Gold Trust持仓较上日减少3.199吨，当前持仓量为1002.449吨

SPDR Gold Trust持仓较上一日减少3.199吨至1002.449吨。

金十数据快讯 · 2026-07-11 06:04:30+08:00 · GLOBAL / USD / U.S. rates / rates / United States

美联储7月维持利率不变的概率为66.3%

CME“美联储观察”显示：7月维持利率不变概率66.3%，累计加息25bp概率33.7%；到9月维持不变31.0%，累计加息25bp为51.1%，累计加息50bp为18.0%。

金十数据快讯 · 2026-07-11 03:58:20+08:00 · GLOBAL / WTI / Brent / energy / commodity

国际油价10日微跌

7月10日WTI 8月期货收于71.41美元/桶，跌0.93%；布伦特9月期货收于76.01美元/桶，跌0.38%。

金十数据快讯 · 2026-07-11 00:37:17+08:00 · NVDA / AMD / AI semiconductors / AI chips/export controls / equity

美国放宽对阿联酋的出口限制，为AI芯片销售打开大门

金十称美国计划放宽对阿联酋的出口限制，使其能够按既有安排从英伟达、AMD和Cerebras采购先进AI芯片。

金十数据快讯 · 2026-07-10 23:22:44+08:00 · SKHYV / DRAM / HBM / Korea memory/ADR / equity

SK集团董事长：SK海力士对增发ADR持开放态度

SK集团董事长称SK海力士对增发ADR持开放态度，并称SK海力士与三星计划合计投入800万亿韩元建设芯片工厂、五年内将韩国存储芯片产能翻番。

金十数据快讯 · 2026-07-10 23:11:32+08:00 · GLOBAL / USD / U.S. rates / AI infrastructure / macro/central banks

美联储：AI相关投资推动产出强劲增长 伊朗战争不确定性仍是主要风险

金十转述美联储半年期报告：2026年美国经济活动稳健扩张，AI数据中心投资推动工厂产出；春季通胀进一步上行，伊朗战争不确定性被列为主要风险。

金十数据快讯 · 2026-07-10 12:48:58+08:00 · GLOBAL / JPY / JGB / Japan pension allocation/FX / fx

日本呼吁养老金增配国内资产提振日元，但反弹持续性遭质疑

日本财务大臣呼吁养老金增配国内资产后，美元兑日元一度跌至161.29、日元上涨0.7%；快讯同时记录市场对政策持续性的分歧。

打开原文

金十数据整理：中东局势跟踪（7月11日）

标签

来源：金十数据快讯发布时间：2026-07-11 09:43:29+08:00检索：geopolitics/security/sanctions标签：`GLOBAL`, oil, gold, `USD`, geopolitics/security/sanctions, cross_asset, Middle East

快讯正文

金十7月11日中东跟踪汇总称：美伊技术层面接触仍在继续；美方要求伊朗承诺停止向霍尔木兹海峡船只开火；卡塔尔代表赴伊朗斡旋；美国宣布新一轮对伊制裁。

打开原文

全球最大黄金ETF--SPDR Gold Trust持仓较上日减少3.199吨，当前持仓量为1002.449吨

标签

来源：金十数据快讯发布时间：2026-07-11 08:26:29+08:00检索：gold ETF holdings标签：`GLOBAL`, gold, gold ETF holdings, commodity, Global

快讯正文

SPDR Gold Trust持仓较上一日减少3.199吨至1002.449吨。

打开原文

美联储7月维持利率不变的概率为66.3%

标签

来源：金十数据快讯发布时间：2026-07-11 06:04:30+08:00检索：rates标签：`GLOBAL`, `USD`, U.S. rates, rates, United States

快讯正文

CME“美联储观察”显示：7月维持利率不变概率66.3%，累计加息25bp概率33.7%；到9月维持不变31.0%，累计加息25bp为51.1%，累计加息50bp为18.0%。

打开原文

国际油价10日微跌

标签

来源：金十数据快讯发布时间：2026-07-11 03:58:20+08:00检索：energy标签：`GLOBAL`, `WTI`, Brent, energy, commodity, Global

快讯正文

7月10日WTI 8月期货收于71.41美元/桶，跌0.93%；布伦特9月期货收于76.01美元/桶，跌0.38%。

打开原文

美国放宽对阿联酋的出口限制，为AI芯片销售打开大门

标签

来源：金十数据快讯发布时间：2026-07-11 00:37:17+08:00检索：AI chips/export controls标签：`NVDA`, `AMD`, AI semiconductors, AI chips/export controls, equity, United States/UAE

快讯正文

金十称美国计划放宽对阿联酋的出口限制，使其能够按既有安排从英伟达、AMD和Cerebras采购先进AI芯片。

打开原文

SK集团董事长：SK海力士对增发ADR持开放态度

标签

来源：金十数据快讯发布时间：2026-07-10 23:22:44+08:00检索：Korea memory/ADR标签：`SKHYV`, `DRAM`, `HBM`, Korea memory/ADR, equity, Korea/United States

快讯正文

SK集团董事长称SK海力士对增发ADR持开放态度，并称SK海力士与三星计划合计投入800万亿韩元建设芯片工厂、五年内将韩国存储芯片产能翻番。

打开原文

美联储：AI相关投资推动产出强劲增长 伊朗战争不确定性仍是主要风险

标签

来源：金十数据快讯发布时间：2026-07-10 23:11:32+08:00检索：macro/central banks标签：`GLOBAL`, `USD`, U.S. rates, AI infrastructure, macro/central banks, macro, United States

快讯正文

金十转述美联储半年期报告：2026年美国经济活动稳健扩张，AI数据中心投资推动工厂产出；春季通胀进一步上行，伊朗战争不确定性被列为主要风险。

打开原文

日本呼吁养老金增配国内资产提振日元，但反弹持续性遭质疑

标签

来源：金十数据快讯发布时间：2026-07-10 12:48:58+08:00检索：Japan pension allocation/FX标签：`GLOBAL`, `JPY`, `JGB`, Japan pension allocation/FX, fx, Japan

快讯正文

日本财务大臣呼吁养老金增配国内资产后，美元兑日元一度跌至161.29、日元上涨0.7%；快讯同时记录市场对政策持续性的分歧。

事实参考

以下为事实表、数据对照、账户细项与来源口径，默认折叠；需要核对数据时展开。

美股 / ETF / 公开文章事实

美股 / ETF / 公开行情

标的	IBKR 当前价	较前交易日	盘后/收盘后	上一交易日收盘	今日常规收盘
MSFT	385.36	+0.26%	+0.07%	384.36	385.10
NVDA	210.58	+3.85%	-0.18%	202.78	210.96
MRVL	236.55	-2.76%	+0.31%	243.27	235.81
GFS	69.08	-0.90%	+0.16%	69.71	68.97
APLD	31.15	-3.53%	-0.00%	32.29	31.15
USAR	18.60	-1.44%	+0.65%	18.87	18.48
SOXX	581.34	-0.06%	+0.00%	581.70	581.34
SOXL	194.39	+1.01%	+1.11%	192.45	192.26
FTXL	254.05	-0.51%	+0.00%	255.36	254.05
PSI	159.42	-0.03%	-0.00%	159.47	159.42
DRAM	63.00	-2.11%	-0.06%	64.36	63.04
KMEM	21.29	-2.43%	+0.00%	21.82	21.29
VRT	318.86	-1.56%	-0.00%	323.92	318.86
COHR	324.60	-0.81%	+0.03%	327.24	324.50
CRCL	66.64	+5.76%	+0.76%	63.01	66.14
SPCX	145.92	-4.10%	+0.43%	152.16	145.30
GOOG	355.05	-0.33%	+0.01%	356.24	355.03
NBIS	220.00	+1.76%	+0.16%	216.20	219.65

美股事实与文章索引

标的	IBKR 当前价	较前交易日	盘后/收盘后	文章数	数据缺口
MSFT	385.36	+0.26%	+0.07%	8 篇	-
NVDA	210.58	+3.85%	-0.18%	8 篇	-
MRVL	236.55	-2.76%	+0.31%	8 篇	-
GFS	69.08	-0.90%	+0.16%	8 篇	-
APLD	31.15	-3.53%	-0.00%	8 篇	-
USAR	18.60	-1.44%	+0.65%	8 篇	-
SOXX	581.34	-0.06%	+0.00%	8 篇	-
SOXL	194.39	+1.01%	+1.11%	8 篇	-
FTXL	254.05	-0.51%	+0.00%	8 篇	-
PSI	159.42	-0.03%	-0.00%	8 篇	-
DRAM	63.00	-2.11%	-0.06%	8 篇	-
KMEM	21.29	-2.43%	+0.00%	8 篇	-
VRT	318.86	-1.56%	-0.00%	8 篇	-
COHR	324.60	-0.81%	+0.03%	8 篇	-
CRCL	66.64	+5.76%	+0.76%	8 篇	-
SPCX	145.92	-4.10%	+0.43%	8 篇	-
GOOG	355.05	-0.33%	+0.01%	8 篇	-
NBIS	220.00	+1.76%	+0.16%	8 篇	-

股票文章源

标的	重要性	中文标题	原文标题	发布日期	来源	相关标的	评级理由
KMEM	1/5 低	狮子一号融资化解债务与营运压力	Lion One Announces Closing of Second Tranche of Non-Brokered Private Placement of Convertible Debenture Units and Units for Aggregate Gross Proceeds of $17.5 Million	2026-07-11	TMX Newsfile	LIO.NE, LIO.V, LOMLF, LY1.F	公告时效高但与KMEM及半导体主题无直接关系，且为发行人付费新闻稿。
KMEM	3/5 中	Rackspace融资转向算力扩张	Rackspace Technology Cuts 2026 Outlook as $250M Stock Sale Fuels AI Push	2026-07-11	MarketBeat	PLTR, RXT	新近披露融资、经营指引与算力扩张计划，对RXT直接相关、对PLTR存在合作线索，但证据主要来自公司管理层。
KMEM, NVDA	5/5 高	Meta九月投产自研人工智能芯片	Mark Zuckerberg Is Turning Meta Into a Bigger Chipmaker. Its Newest In-House AI Chip Enters Production in September.	2026-07-11	Motley Fool	AVGO, META, NVDA, TSM	同时触及META资本开支、NVDA需求、AVGO设计服务和TSM制造链条，消息新近且信息密度高。
KMEM	1/5 低	联合国开发署携手非洲电动出行	Green Mobility in Africa — UNDP and TAILG Sign MOU for a Green, Low-Carbon Mobility Project to Advance Sustainable Development in Africa and Beyond	2026-07-11	GlobeNewswire	-	内容为新近项目意向，但没有直接标的关系、金额或执行数据，且发布方为企业付费新闻稿。
KMEM	1/5 低	Falconstar获IPO招股书回执	FALCONSTAR VENTURES INC. OBTAINS RECEIPT FOR FINAL PROSPECTUS FOR INITIAL PUBLIC OFFERING, FINAL PROSPECTUS ACCESSIBLE ON SEDAR+	2026-07-11	CNW Group	-	小型资本池公司拟议融资与KMEM无直接关联，且尚未完成发行和上市。
KMEM	1/5 低	新印战略伙伴关系涵盖防务	New Zealand, India form	2026-07-11	AFP	-	具备区域政策时效，但没有标的、行业订单或可量化财务关联。
NVDA, SPCX	3/5 中	美股财报周前的芯片观察	Dow Jones Futures: Watch Nvidia, Micron, Sandisk, Robinhood As Market Sets Up; Big Earnings Due	2026-07-11	Investor's Business Daily	ASML, CL=F, CSCO, GE, GS, HOOD, JBHT, JPM	与NVDA及半导体财报窗口直接相关，但仅有导语，缺少支撑数据。
NVDA	2/5 中低	私募信贷瞄准401(k)资金池	Private Credit Is Coming to 401(k) Plans. These Are the Alternative Asset Managers Set to Cash In.	2026-07-11	Motley Fool	APO, BX, NVDA	另类资产行业信息较完整，但与输入直接标的NVDA无业务关系。
GOOG, MSFT, NVDA	2/5 中低	Meta未拆股与控制权结构	Has Meta ever had a stock split? What sets this ‘Mag 7’ stock apart	2026-07-11	TheStreet	AAPL, AMZN, GOOG, META, MSFT, NVDA, TSLA	涉及META及大型科技股治理，但没有新的公司动作，主要是历史回顾与市场猜测。
NVDA	3/5 中	Palantir质疑封闭模型收费	Palantir CEO: “Something Has Gone Completely Wrong” With OpenAI and Anthropic	2026-07-11	24/7 Wall St.	NVDA, PLTR, UBER	NVDA合作与企业人工智能成本模式有关，但关键论据多来自管理层立场和二手报道。
NVDA	2/5 中低	WD-40季度业绩超预期	Why WD-40 Stock Popped Today	2026-07-11	Motley Fool	NVDA, WDFC	业绩和指引数据明确，但与输入直接标的NVDA无实质关系。
GFS	4/5 中高	格芯高管预设计划减持	A GlobalFoundries Insider Sold 78% of His Company Shares. Here	2026-07-11	Motley Fool	GFS	直接覆盖GFS且有近期SEC申报支撑，交易后持仓降幅明显；10b5-1计划限制了动机推断。
NVDA	2/5 中低	福特质量排名与保修成本	Ford Just Won Its First J.D. Power Quality Crown Since 2010. Here	2026-07-11	Motley Fool	F, NVDA	福特经营质量与成本数据较完整，但与输入标的NVDA无实质联系。
MSFT	3/5 中	Arista人工智能交换机估值分歧	Arista Networks (ANET) Could Be 2% Undervalued Following Its AI Switching Push	2026-07-11	Simply Wall St.	ANET, META, MSFT, ORCL	人工智能网络需求直接连接MSFT、META与ORCL，但文章的价格结论来自单一估值模型。
NVDA	1/5 低	天然气库存预期压制Gulfport	Why Gulfport Energy Stock Flopped on Friday	2026-07-11	Motley Fool	NVDA	主体为GPOR，且证据主要来自单一分析师的库存与目标价判断。
GOOG, MSFT	4/5 中高	人工智能资本开支重估压力	Why tech investors are reevaluating AI investments	2026-07-11	Investing.com	GOOG, ING, MSFT, ORCL, ORCL-PD	直接覆盖MSFT和GOOG，并把资本开支、收入、回购与估值联系起来，适合日报主题阅读。
GOOG	2/5 中低	Meta驱动指数周内分化	Review & Preview: Why the Dow Snapped Its Streak	2026-07-10	Barrons.com	GOOG, GOOGL, META, TSLA, ^DJI, ^GSPC, ^IXIC	涉及当日大型科技股和指数，但原文摘录不完整，无法支撑深度判断。
CRCL	5/5 极高	Circle牌照难改盈利约束	Circle Just Won a U.S. National Bank Charter. Here	2026-07-10	Motley Fool	CRCL, NVDA, USDC-USD	监管批准直接作用于CRCL，且文章给出业务规模、收入增速、成本与利润的完整关键数据。
CRCL	4/5 高	Circle托管银行获准	Circle Receives New Regulatory Approval for National Trust Bank. Here	2026-07-10	Motley Fool	CRCL, NVDA, USDC-USD	直接覆盖CRCL监管进展和收入结构，但与同批深度文章存在较高事实重合。
GOOG	3/5 中	科技板块跑赢Alphabet个股	You Didn’t Need Alphabet: XLK Returned 29.35% to GOOGL’s 14.26%	2026-07-10	24/7 Wall St.	GOOG, XLK	包含具体相对回报与资本开支数据，但分析框架受单一窗口和营销内容限制。
SPCX	2/5 中低	SpaceX股权慈善捐赠	Trump Praises SpaceX President Gwynne Shotwell	2026-07-10	Benzinga	DELL, SPCX	高管和股权事实具新闻价值，但没有公司经营或估值传导证据。
MSFT	2/5 中低	科技与大盘基金业绩窗口	I’d Put $25,000 in These 2 ETFs Before the Next Earnings Season	2026-07-10	24/7 Wall St.	AAPL, AVGO, MSFT, NVDA, VFFSX, VFIAX, VFINX, VGT	提供大型科技股基金权重和财报窗口背景，但核心是产品推荐。
SPCX	1/5 低	Tailored Brands重启上市	Tailored Brands Files for IPO	2026-07-10	WWD	SPCX	文章核心是零售商上市申报，SPCX只有修辞性提及。
MRVL	3/5 中	Marvell回调与高估值压力	Marvell Technology (MRVL) Stock Sinks As Market Gains: Here	2026-07-10	Zacks	MRVL, ^DJI, ^GSPC	MRVL直接相关，覆盖价格、业绩预期、估值和修订，但缺少基本面变化的原始公司证据。
CRCL	3/5 中	美股收官与监管焦点	S&P 500, Nasdaq End Week Higher Following Strong SK Hynix Debut — META, SKHVY, CRCL, BA, DAL In Focus	2026-07-10	Stocktwits	BA, CRCL, DAL, DIA, QQQ, SKHY, SMH, SPY	市场收盘数据新鲜且提及CRCL监管事件，但对该标的没有独立分析。
SPCX	2/5 中低	SpaceX上市潮的参照	Week’s Best: SpaceX Created an IPO Road Map	2026-07-10	Barrons.com	BLK, QNDX, QQQ, SPCX, STT, STT-PG	涉及SPCX和指数纳入，但正文不足以验证关键数字或评估影响。
SPCX	3/5 中	剔除马斯克基金申报	Subversive Capital files	2026-07-10	Moneywise	SPCX, TSLA, ^GSPC	直接涉及SPCX的指数暴露与潜在替代产品，但基金未发行，权重和资金数据需核验。
CRCL	3/5 中	Circle获批带动股价	Stocks to Watch Recap: SK Hynix, EasyJet, Circle, Vodafone	2026-07-10	The Wall Street Journal	CRCL, SKHY, VOD, ^IXIC	来源可靠、时间接近市场收盘，但事实量很少。
MSFT	3/5 中	苹果起诉OpenAI传闻	Market Chatter: Apple Suing OpenAI for Trade Secret Theft	2026-07-10	MT Newswires	AAPL, MSFT	潜在法律事件与AAPL、MSFT相关，但正文严重缺失，证据强度低。
DRAM	未评级	ETF League Tables: Roundhill AUM Nears $34B	ETF League Tables: Roundhill AUM Nears $34B	2026-07-10	etf.com	DRAM	-
SPCX	2/5 中低	SK海力士首日表现对照	SK Hynix: How It Measures Up After Day One	2026-07-10	The Wall Street Journal	AMD, AVGO, CBRS, MU, NVDA, SKHY, SPCX	SPCX有直接数值记录，但仅是简短横向价格比较。
CRCL, MRVL	2/5 中低	SK海力士美国上市首日	SK Hynix, Micron, Meta, Delta, Circle Internet, and More Stocks That Explain Today’s Market	2026-07-10	Barrons.com	CRCL, DAL, GLW, INTC, META, MRVL, MSTR, MU	首日上市具备新鲜度，但原文极短且与MRVL关联间接，适合作为板块背景而非重点阅读。
CRCL	2/5 中低	Circle获批与方舟加仓	Circle Stock Rallies On National Bank Approval. ARK Buys More Shares.	2026-07-10	Investor's Business Daily	BTC-USD, COIN, CRCL, USDC-USD	事件与CRCL直接相关，但正文过短，机构增持和监管信息均缺少细节。
SPCX	4/5 高	SpaceX增长前景与执行风险	Top Analyst Reports for SpaceX, Meta Platforms & Boeing	2026-07-10	Zacks	BA, LMT, META, SCHW, SPCX, VALU, WMB	直接覆盖SPCX的上市后相对表现、业务主线和风险框架，适合日报优先阅读。
GOOG	2/5 中低	Meta图像工具引发隐私关注	What Meta	2026-07-10	Yahoo Finance Video	GOOG, META	产品隐私议题具有相关性，但证据来自视频评论，缺少官方与量化信息。
MRVL	3/5 中	美光扩产带动芯片反弹	Micron Jumps as Chip Sentiment Improves	2026-07-10	GuruFocus.com	AAPL, AMD, AVGO, MRVL, MU, SNDK	美国芯片制造投资与AI基础设施链条对MRVL具备间接相关性，文章新近但多为二次市场叙事。
SPCX	3/5 中	EchoStar折价映射SpaceX权益	EchoStar Offers 20% Discount to SpaceX Stake, Deutsche Bank Says	2026-07-10	GuruFocus.com	ECHO, SPCX	与SPCX存在直接股权关联且发布及时，但估值基础主要是分析师模型。
GOOG, MSFT, VRT	3/5 中	汇丰列出财报季优选名单	Amazon, Microsoft and Meta Among HSBC Earnings Picks	2026-07-10	GuruFocus.com	ABBV, AMZN, CAT, GOOG, HSBC, MAR, META, MSFT	覆盖多个直接相关标的并贴近财报季，但为二次转述且缺少估值和预测细节。
MSFT	2/5 中低	Arista突破与英伟达竞争线索	Three Enticing Clues Put This Broadcom Partner, Nvidia Rival In Focus	2026-07-10	Investor's Business Daily	ANET, AVGO, MSFT, NVDA	题材与人工智能基础设施相关，但正文几乎缺失，无法验证核心断言。
GOOG, MSFT	4/5 中高	英国加强监管亚马逊云服务	UK Brings Amazon Web Services Under Direct Financial Oversight	2026-07-10	GuruFocus.com	AMZN, GOOG, MSFT, ORCL	监管主体、生效日和要求明确，直接涉及云服务商及金融客户的运营风险。
GOOG	2/5 中低	IBM量子叙事受估值制约	IBM	2026-07-10	GuruFocus.com	AMZN, GOOG, IBM, MSFT	有具体卖方指标，但与输入主标的GOOG关联较弱，且缺少模型细节。
CRCL	1/5 低	金融板块上涨但信息缺口	Sector Update: Financial Stocks Rise Late Afternoon	2026-07-10	MT Newswires	APO, BTC-USD, CRCL, JXN, OWL, UBS, XLF, XLRE	付费墙使核心事实缺失，且无法确认与CRCL的实际关系。
CRCL	4/5 高	Circle联邦托管牌照	Circle Wins OCC Approval for National Trust Bank	2026-07-10	Bankless	CRCL, USDC-USD	监管事件直接且新鲜，并给出稳定币竞争背景；关键份额数据的方法透明度不足。
SOXX	3/5 中高	SOXX分享存储芯片涨势	Missed MU’s Monster Rally? SOXX Holders Cashed In Too	2026-07-10	24/7 Wall St.	MU, SOXX	SOXX直接相关，包含近期回报和核心成分股业绩，但为观点型文章。
MRVL	3/5 中	Altera押注机器人可编程芯片	Altera returns to growth as AI, robotics fuel demand, CEO says	2026-07-10	Reuters	INTC, MRVL	路透一手采访和英特尔持股使其具备较好证据价值，但MRVL没有直接经营传导。
MRVL	3/5 中	博通AI订单延伸至2028年	Why I Can’t Stop Buying This “Boring” Chipmaker With Game Changing Upside	2026-07-10	24/7 Wall St.	AMD, AVGO, GOOG, META, MRVL, NVDA	博通是MRVL核心竞争参照，数据丰富且新近；但文章为立场鲜明的评论，前瞻承诺仍待验证。
PSI	2/5 中低	光模块个股与芯片篮子的收益差	AAOI Soared 251%, But PSI Quietly Doubled Your Money Too	2026-07-10	24/7 Wall St.	AAOI, PSI, RDDT	与PSI和AI光互连直接相关，数据有参考价值，但文章含较多营销和情绪化叙述。
APLD	2/5 中低	谷歌亚马逊扩建数据中心	Google, Amazon Increase Data-Center Capacity Plans	2026-07-10	Investor's Business Daily	AMZN, APLD, GOOG	数据中心扩容与APLD主题相关且时效高，但可见信息极少，缺少公司级传导和可核方法。
COHR	4/5 高	Coherent利润率扩张受关注	Coherent	2026-07-10	Zacks	COHR	直接覆盖COHR并给出盈利、估值、订单能见度和预期修订等多项核心事实，且发布时间新近。
SOXX	3/5 中高	英伟达估值折价争议	Jim Cramer Says NVIDIA Is the Most Proprietary Chip Company in History, and the Market Is Getting Its Valuation Wrong	2026-07-10	24/7 Wall St.	META, NVDA, ORCL, ORCL-PD, SNDK, SOXX	英伟达对SOXX高度相关，财务数据新鲜，但文章主体是评论性估值争议。
MRVL	3/5 中	均权与市值芯片基金分化	XSD vs. SMH: Should Your Semiconductor ETF Be Equal-Weight or Cap-Weight?	2026-07-10	24/7 Wall St.	AMD, ASML, INTC, MRVL, NVDA, SMH, TSM, XSD	MRVL为XSD最大持仓，基金结构可帮助理解风格暴露；其未来判断主要是评论性推演。
COHR	3/5 中	高速光模块扩产加剧竞争	AAOI Benefits From Strong 800G Transceivers Demand: More Upside Ahead?	2026-07-10	Zacks	COHR	高速光互连需求和COHR竞争位置直接相关，但文章主体为AAOI，COHR财务影响未量化。
APLD	4/5 高	APLD租约集中度风险	APLD	2026-07-10	Zacks	APLD, CRWV, DLR, DLR-PJ, DLR-PL	直接量化APLD合同收入的客户集中度与中期交付风险。
MRVL	4/5 中高	迈威尔五项AI增长引擎	Can MRVL	2026-07-10	Zacks	AMD, AVGO, MRVL	直接覆盖MRVL且含分业务增长框架与估值数据，适合当日重点阅读；核心依据仍为公司展望和分析师共识。
MRVL	3/5 中	博通估值隐含二成增速	What Is The Market Really Expecting From AVGO Stock?	2026-07-10	Trefis	AMD, AVGO, BX, GOOG, MRVL, NVDA, QCOM, TXN	对MRVL竞争环境有参考价值，量化敏感性清晰，但模型输入主观且未涉及MRVL经营事实。
NBIS	3/5 中	亚马逊提价映射Nebius定价	Here’s Why Analysts Think Nebius (NBIS) Could Benefit From Amazon’s GPU Price Increase	2026-07-10	Insider Monkey	AMZN, BNP.PA, GOOG, META, NBIS, SPCX	直接涉及NBIS的云算力定价定位，但证据主要来自分析师转述。
SOXX	1/5 低	盘前地缘风险下指数分化	Exchange-Traded Funds, Equity Futures Mixed Pre-Bell Friday Amid Renewed US-Iran Tensions Ahead of Q2 Earnings Season	2026-07-10	MT Newswires	BETH, BITO, BTC-USD, BWLP, CRCL, EEM, EETH, EQPT	文章受订阅墙限制，缺少SOXX的可验证事实和完整正文。
GFS	3/5 中	台积电财报前的先进制程叙事	Taiwan Semiconductor Is a No-Brainer Buy Before July 16 Earnings. Here’s Why	2026-07-10	24/7 Wall St.	GFS, INTC, NVDA, TSM	财报临近且先进制程竞争格局涉及GFS，但文章强推荐色彩明显，GFS传导主要为间接比较。
VRT	1/5 低	业绩优选清单缺少有效正文	These 7 Stocks Are Analyst Favorites For Magnificent Earnings Growth; Citibank Earnings Approach	2026-07-10	Investor's Business Daily	APH, FIX, GOOG, LLY, VRT	归档正文严重缺失，无法从标题推导VRT相关结论。
NBIS	4/5 中高	纳指前期AI赢家出现轮动	Nasdaq	2026-07-10	Yahoo Finance	AMD, ARM, NBIS, STX, WDC	直接覆盖NBIS及人工智能硬件链的近期相对表现，数据密度较高。
APLD	3/5 中高	定制芯片热度短暂回落	LRCX, APLD, KLAC: Why Chip Equipment Stocks Are Falling Premarket Today	2026-07-10	Stocktwits	APLD, KLAC, LRCX, META	盘前市场信息新鲜，但APLD关联为主题性而非公司事实。
VRT	2/5 中低	Vertiv盈利能力获正面评价	2 Profitable Stocks to Own for Decades and 1 That Underwhelm	2026-07-10	StockStory	FA, PGR, VRT	直接讨论VRT并含经营指标，但来源为选股文章，数据口径和估值论证有限。
VRT	2/5 中低	数据中心管理软件市场十年预测	Data Center Infrastructure Management (DCIM) Software Market Report Published; Profiles Schneider Electric, Vertiv, IBM, Cisco, HPE & 10 Others; Segments by Deployment, Solution, Data Center & Industry	2026-07-10	GlobeNewswire	CSCO, HPE, IBM, SU.PA, VRT	数据中心主题和厂商名单与VRT相关，但缺少公司级财务证据，且为商业报告营销摘要。
-	未评级	IEA 2026年7月石油市场报告	Oil Market Report — July 2026	2026-07-10	International Energy Agency	-	-
VRT	3/5 中	Bernstein维持Vertiv看多目标价	Bernstein Reiterates Buy Rating on Vertiv (VRT)	2026-07-10	Insider Monkey	VRT	直接涉及VRT评级、目标价和制造布局，但关键信息为二手汇总，需原始研报核验。
CRCL	5/5 高	Circle获批设立国家信托银行	Circle Receives Final OCC Approval to Establish National Trust Bank | Circle	2026-07-10	Circle Internet Group	CRCL	CRCL官方披露的重大监管批准，直接影响托管与USDC基础设施定位。
APLD	3/5 中高	矿企转型估值看合同兑现	Analysts reveal investors are underestimating Bitcoin miners	2026-07-09	TheStreet	APLD, BTC-USD, CIFR, WULF	提供APLD同业的合同价值观察框架，但证据为二手分析师观点。
COHR	1/5 低	Eos Energy任命首席法务官	Eos Energy Names Marie Batz Martin as Chief Legal Officer	2026-07-09	MT Newswires	COHR, EOSE, NTAP	管理层任命与COHR无直接关联，且原文受付费墙限制并严重截断。
VRT	1/5 低	Meta自研芯片带动设备股预期	Why Meta’s In-House AI Chip Plans Sent Chip-Equipment Stocks Soaring	2026-07-09	Barrons.com	AMAT, KLAC, LITE, LRCX, META, VRT	正文严重截断，VRT没有被正文直接讨论，受益链条尚无订单证据。
GFS	3/5 中	美国量子代工补贴框架	SandboxAQ CEO: “It’s Time That America Really Has a Sovereign Wealth Fund.” Why America Should Copy Norway’s $2 Trillion Fund	2026-07-09	24/7 Wall St.	GFS, IBM, NVDA, SAAQ.PVT	GFS计划性联邦激励具备政策相关性，但仍处意向阶段，文章的主权财富基金主张不构成政府行动。
SOXL	2/5 中低	三倍半导体基金放大日内波动	Direxion Daily Semiconductor Bull 3X ETF Explodes	2026-07-09	Motley Fool	6488.TWO, MU, NVDA, SOXL, ^IXIC	有当日市场和公司事件线索，但杠杆ETF放大效应及媒体转述削弱了对行业基本面的代表性。
DRAM	2/5 中低	SK海力士美股上市检验存储情绪	Memory Stock Surge Sets Stage for SK Hynix	2026-07-09	Barrons.com	000660.KS, DRAM, MU, SNDK, STX, WDC, ^GSPC	上市事件与存储主题直接相关，但可用正文和可核验细节很少。
VRT	2/5 中低	Teradyne数据中心需求高增	Teradyne Stock Rides on Strong Datacenter Growth: More Upside Ahead?	2026-07-09	Zacks	ADTTF, ATEYY, TER, VRT	提供AI基础设施需求的可读数据，并涉及VRT收购，但公司关联间接且竞争定义宽泛。
COHR	2/5 中低	AI芯片与光通信股带动大盘	Stock Market Today, July 9: AI Chip, Technology Stocks Rally, Overcoming Ceasefire Worries	2026-07-09	Motley Fool	COHR, GLW, LITE, MRVL, PLTR, ^DJI, ^GSPC, ^IXIC	COHR被直接列为板块上涨股，市场时点明确，但内容仅为午间行情综述，缺少公司级证据。
-	未评级	伦敦金属交易所7月9日收盘价	LME Closing Prices — July 9, 2026	2026-07-09	London Metal Exchange	-	-
NBIS	3/5 中	CoreWeave高增长受资本约束	Down 40%, CoreWeave Is Being Left Behind By the Market	2026-07-09	24/7 Wall St.	CRWV, IREN, NBIS, NVDA	提供NBIS与CRWV的具体经营对比，但文章来源和部分指控限制证据质量。
VRT	1/5 低	高盛启动Comfort Systems覆盖	Data Center Builder Spikes After Goldman Initiates Coverage At Buy Rating	2026-07-09	Investor's Business Daily	CIEN, FIX, GS, IESC, LII, MOD, PPG, STRL	文章正文缺失，VRT没有直接事实，盘中涨幅与评级细节均无法充分核验。
SOXX	3/5 中	马维尔高估值面临兑现检验	Marvell Technology Climbs 7% on the AI Chip Recovery: Is It Overvalued Next to Broadcom and Nvidia?	2026-07-09	24/7 Wall St.	005930.KS, AVGO, MRVL, NVDA, SOXX	与SOXX及AI芯片权重股直接相关，提供可核查的业绩和估值对比，但为媒体分析文章。
COHR	4/5 高	Coherent高估值下的订单能见度	Coherent Stock Soars 247% in a Year: Should Investors Ride the Rally?	2026-07-09	Zacks	COHR, ^GSPC	直接覆盖COHR并涵盖收入结构、订单、资本开支、利润、资产负债表、估值和预期，适合优先阅读。
NBIS	3/5 中	Saturn接入Nebius云平台	Is Nebius Group (NBIS) Using Saturn Cloud To Quietly Redefine Its AI Moat?	2026-07-09	Simply Wall St.	NBIS, NVDA	产品整合与NBIS业务定位直接相关，但缺乏可量化的商业化证据。
NBIS	2/5 中低	CoreWeave扩容与竞争并行	AI Demand is Exploding: Why CoreWeave is Well-Positioned to Win	2026-07-09	Zacks	CRWV, MSFT, NBIS	行业容量数据有参考价值，但NBIS仅为竞争背景，且观点与评级存在张力。
COHR	2/5 中低	COHR增长预期与依据	ABM Stock Gains 13% in 3 Months: Here	2026-07-09	Zacks	ABM, COHR, ^GSPC	与COHR存在直接点名，但实质内容是ABM研究中的评级附带信息。
SOXX	1/5 低	风险偏好短暂回流成长板块	Risk Is Back on the Menu	2026-07-09	Barrons.com	BTC-USD, MEME, SOXX	仅提供笼统市场情绪描述，缺乏价格、资金流和可复核样本。
NBIS	3/5 中	Nebius纳指纳入后的估值压力	Can Nebius Group (NBIS) Justify Its Valuation Following Nasdaq 100 Inclusion And New AI Launches?	2026-07-09	Simply Wall St.	META, NBIS	NBIS估值和指数纳入直接相关，但关键价值结论依赖网站模型。
GFS	3/5 中	美光材料投资带动格芯情绪	GlobalFoundries Shares Rise After Micron Expands U.S. Semiconductor Supply Chain Investment (GFS)	2026-07-09	InvestorsHub	6488.TWO, GFS, MU	材料供应链投资与GFS有关且具时效性，但GFS受益没有直接合同证据，需降低结论权重。
SOXX	1/5 低	地缘紧张下芯片盘前反弹	Exchange-Traded Funds Higher, Equity Futures Mixed Pre-Bell Thursday as Chip Stocks Rebound Despite US-Iran Tensions	2026-07-09	MT Newswires	AMAT, AZN, BETH, BITO, BR, EEM, EETH, EXI	主题涉及半导体和地缘风险，但正文严重缺失，无法验证主要陈述。
SOXX	3/5 中	英伟达相对抗跌的条件边界	Why NVIDIA Might Be Immune to the Semiconductor Sell-Off	2026-07-09	24/7 Wall St.	NVDA, SOXX	直接覆盖NVDA与SOXX的近期分化及关键风险条件，数字具体但结论偏评论性。
MU	未评级	Micron加快美国投资，纽约晶圆厂完成首次混凝土浇筑	Micron Accelerates U.S. Investments, Pours First Concrete at New York Fab	2026-07-09	Micron Technology	MU	-
NBIS	2/5 中低	Cramer聚焦Nebius合同执行	Jim Cramer on Nebius: “The Stock’s Been a Juggernaut”	2026-07-09	Insider Monkey	CRWV, META, MSFT, NBIS, NVDA	合同金额线索重要，但内容是评论节目的二次转述，需以公司披露核验。
NBIS	2/5 中低	甲骨文远期盈利叙事受关注	Jim Cramer Highlights Future Earnings Projections that Make Oracle Look Cheap	2026-07-09	Insider Monkey	CRWV, GOOG, META, MSFT, NBIS, ORCL, ORCL-PD	可补充行业竞争背景，但对NBIS的直接信息有限，且远期估值证据不足。
USAR	4/5 高	MP起诉USAR争夺磁材技术	MP Materials (MP) Sues USA Rare Earth Over Magnet Technology And Engineer Hiring	2026-07-09	Simply Wall St.	MP, USAR	法律与知识产权争议直接涉及USAR的核心能力与执行风险。
USAR	4/5 高	稀土人才缺口制约扩产	Rare Earth Talent Scramble Lures 86-Year-Old From Retirement	2026-07-09	Bloomberg	ARA.NE, ARA.TO, METC, METCB, METCI, METCZ, MP, USAR	揭示USAR稀土项目的关键执行约束，并直接关联招聘诉讼。
APLD	2/5 中低	APLD现金流与融资压力	1 Mid-Cap Stock on Our Watchlist and 2 We Ignore	2026-07-09	StockStory	APLD, CAVA, NVR	提出现金流与融资风险，但证据颗粒度不足且属于筛选型文章。
DRAM, KMEM	4/5 中高	存储主题基金围绕HBM与闪存分化	New Memory ETFs Line Up to Challenge Runaway DRAM	2026-07-09	etf.com	000660.KS, 005930.KS, DRAM, HBMX, KMEM	直接涉及DRAM和KMEM，持仓、费率、规模与产业链差异均有较高信息密度。
-	4/5 高	欧央行应对能源通胀	Meeting of 10-11 June 2026	2026-07-09	European Central Bank	-	官方会议纪要发布距日报两日，直接提供欧元区利率、通胀与风险资产定价的原始政策证据。
ETH	4/5 中高	以太坊智能审计验证流程	The triage is the product: running AI agents against Ethereum's protocol code | Ethereum Foundation Blog	2026-07-09	Ethereum Foundation	ETH	官方安全团队披露近期且与 ETH 客户端依赖直接相关的漏洞实例，方法论信息密集；技术影响范围仍未公开。
AMD	4/5 高	AMD二季度财报日程确定	AMD to Report Fiscal Second Quarter 2026 Financial Results	2026-07-08	Advanced Micro Devices	AMD	公司官方公告直接确认AMD下一次财报与电话会议节点，发布时间新、标的关联直接；但仅含日程安排，缺少经营数据。
SOXX	3/5 中	存储股回撤后的估值分层	Every Memory Stock Is Now in a Bear Market: Is Micron, SanDisk, or Applied Materials the Best Buy?	2026-07-08	24/7 Wall St.	AMAT, MU, NVDA, SNDK, SOXX, STX, WDC	存储回撤与SOXX相关，业绩数据较丰富，但文章的比较框架和结论具有主观性。
COHR	4/5 高	光互连产能扩张预期	Raymond James Maintains a Strong Buy on Coherent Corp. (COHR)	2026-07-08	Insider Monkey	COHR	直接覆盖COHR的目标价、产能扩张与政府资金线索，且包含可验证的公司计划。
-	未评级	美联储2026年6月16日至17日FOMC会议纪要	Minutes of the Federal Open Market Committee, June 16-17, 2026	2026-07-08	Federal Reserve Board	-	-
COHR	1/5 低	半导体板块短线回落	Chip Stocks Join in Broad Selloff	2026-07-08	Barrons.com	AAPL, ALAB, AVGO, COHR, CRDO, INTC, MAGS, ^IXIC	内容过短且缺少COHR独立事实，市场归因也未完整呈现。
DRAM	3/5 中	半导体指数回测关键技术区间	The $2 trillion chip sell-off hits a make-or-break level: Chart of the Day	2026-07-08	Yahoo Finance	DRAM, SOX=F, SOXX, ^SOX	直接覆盖SOXX、DRAM及近期广泛回撤，量化信息充分，但主要是技术分析。
APLD	2/5 中低	鹏金方案与重资产算力对比	Why Penguin Solutions May Be the Smartest AI Infrastructure Stock	2026-07-08	MarketBeat	APLD, IREN, NBIS, NVDA, PENG	提供同业商业模式对照，缺乏APLD自身新增事实。
-	未评级	美国截至7月3日当周石油状况报告摘要	Weekly Petroleum Status Report — Week Ending July 3, 2026	2026-07-08	U.S. Energy Information Administration	-	-
APLD	3/5 中高	算力转型板块反弹脆弱	TeraWulf Rises 12%, IREN Climbs 7% as AI-Infrastructure Stocks Bounce Back	2026-07-08	24/7 Wall St.	AMZN, APLD, BTC-USD, CIFR, GOOG, IREN, NVDA, WULF	直接涉及APLD与同业价格联动，并补充近期合同和财务背景。
GFS	2/5 中低	台积电领先制程扩产观察	TSMC Outpaces Sector & Peers in a Year: Is the Stock Still a Buy?	2026-07-08	Zacks	GFS, ON, TSM, ^GSPC	行业数据较完整，但文章较早且GFS仅被用作相对表现参照，缺乏其直接经营信息。
GFS	2/5 中低	格芯与SEALSQ量子合作待核	SEALSQ, GlobalFoundries Collaborate on Post-Quantum Cryptography, Quantum Computing	2026-07-08	MT Newswires	GFS, LAES	合作主题直接涉及GFS，但原文受付费墙限制，无法获得支持经营判断的细节。
GFS	3/5 中	格芯拓展后量子安全平台	SEALSQ and GlobalFoundries Partner to Accelerate Post-Quantum Cryptography and Quantum Computing Technologies	2026-07-08	GlobeNewswire	GFS, LAES	技术合作范围较明确且GFS直接参与，但新闻稿性质与缺少商业条款限制其阅读优先级。
USAR	2/5 中低	格陵兰稀土题材升温	CRML, UUUU, USAR, ALOY, GLND: Greenland’s Rare-Earth Trade Draws Investors As Trump Revives Arctic Ambitions	2026-07-08	Stocktwits	ALOY, CRML, GLND, USAR, UUUU	题材相关但USAR商业关联间接，政策与散户叙事不确定性高。
GOOG	未评级	Alphabet公布2026年第二季度财报电话会日期	Alphabet Announces Date of Second Quarter 2026 Financial Results Conference Call	2026-07-08	Alphabet Investor Relations	GOOG, GOOGL	-
BTC	3/5 中	比特币核心客户端更新	Bitcoin Core 31.1	2026-07-08	Bitcoin Core	BTC	官方客户端更新时效较高，涉及节点性能与隐私安全，但缺少部署和影响规模数据。
USAR	4/5 高	USAR交易关系受议员调查	Democratic Lawmakers Probe Lutnick’s Possible Ties to Cantor Fitzgerald Deal	2026-07-07	The Wall Street Journal	USAR	直接涉及USAR政府交易的治理风险，尽管正文证据有限。
GFS	2/5 中低	应用材料切入AI智能眼镜	Applied Materials (AMAT) Unveils SENZ To Speed AI Smart Glasses Development	2026-07-07	Simply Wall St.	AMAT, EL.PA, GFS	GFS虽为合作方，但商业化信息缺失且应用仍处相邻探索阶段，文章时效较弱。
SOXL	2/5 中低	三星业绩后杠杆半导体急跌	Why Direxion Daily Semiconductor Bull 3X ETF Just Crashed	2026-07-07	Motley Fool	005930.KS, NVDA, SOXL, ^IXIC	提供半导体情绪与杠杆产品波动案例，但核心归因偏媒体叙事。
PSI	3/5 中	PSI的台积电缺位与美国芯片偏重	Up 102% in 2026, This Chip ETF Mysteriously Avoids Taiwan Semiconductor	2026-07-07	24/7 Wall St.	AMD, NVDA, PSI, TSM	直接解释PSI的持仓结构与TSM供应链敞口，申报文件数据较有价值。
APLD	3/5 中高	WULF信用支持拖累同业	TeraWulf Drops 8% Even as Analysts Raise Price Targets on $19B Anthropic Deal, IREN Falls 7%, Applied Digital Slides 6%	2026-07-07	24/7 Wall St.	APLD, BTC-USD, CIFR, GOOG, IREN, NVDA, WULF, ^NDX	信用支持未定是同业合同兑现与融资风险的重要背景。
DRAM	4/5 中高	存储板块进入熊市的扩散迹象	Micron, Samsung, SK Hynix just dragged memory stocks into a bear market	2026-07-07	Yahoo Finance	000660.KS, 005930.KS, AMAT, DRAM, INTC, LRCX, MU, SNDK	直接覆盖DRAM及主要存储股，并量化了回撤广度和行业分化。
USAR	5/5 高	USAR政府交易面临利益冲突质疑	Democrats Probe Cantor Fitzgerald Ties in USA Rare Earth Deal	2026-07-07	Bloomberg	USAR	涉及USAR政府支持和融资结构的具体金额、持股及利益冲突调查。
-	3/5 中	美国证交会公布监管议程	Statement on the 2026 Regulatory Agenda	2026-07-07	U.S. Securities and Exchange Commission	-	SEC主席近期公开声明对加密与资本市场监管方向有参考价值，但缺少规则细节、实施节点和可执行要求。
DRAM	4/5 中高	宽基净流出中存储基金仍获申购	Investors Pull $3.7B From ETFs in Rare Weekly Outflow	2026-07-06	etf.com	DRAM, LCAP, LQD, VXUS	直接提供DRAM资金流、资产规模及跨资产对照，数据价值高但需注意口径与节假日影响。
-	3/5 中	美元指数与主要货币周度变动	Board of Governors of the Federal Reserve System	2026-07-06	Federal Reserve Board	-	官方来源和周度汇率数字具有宏观参考价值，但没有直接标的关联，数据截至 07/02。
DRAM	3/5 中	韩国巨额扩产难解近端HBM缺口	South Korea’s $590B Chip Bet Has Semiconductor ETFs Buzzing, but Memory Cycles Have Burned Believers Before	2026-07-06	24/7 Wall St.	000660.KS, 005930.KS, DRAM, EWY, FLKR	韩国HBM供给计划与DRAM直接相关，细节丰富，但数据口径和长期影响不确定。
USAR	2/5 中低	MP高估值与扩产成本压力	MP Materials Trades at a Premium Valuation: How to Play the Stock?	2026-07-06	Zacks	LYC.AX, LYSCF, LYSDY, MP, USAR, ^GSPC	可提供行业估值与成本背景，但USAR仅为间接比较对象。
MU	未评级	Micron与Ford签署长期存储供应战略协议	Micron and Ford Sign Strategic Agreement to Strengthen Long-Term Memory Supply and Industry Resilience	2026-07-06	Micron Technology	F, MU	-
SK hynix	4/5 高	SK海力士赴美存托凭证融资	Amendment No. 2 to Form F-1	2026-07-06	U.S. Securities and Exchange Commission	SKHY	一手监管申报直接披露SKHY拟上市融资规模、资金用途和产能投资，信息新且事实密度高。
USAR	未评级	Here's Why Shares in USA Rare Earth Slumped 23% in June	Here	2026-07-05	Motley Fool	USAR	发布时间早于日报 5 天摘要窗口。
USAR	未评级	What Rare Earths Stock Can Best Deliver Gains From America's Reshoring Boom?	What Rare Earths Stock Can Best Deliver Gains From America	2026-07-05	Motley Fool	MP, NVDA, TMC, USAR	发布时间早于日报 5 天摘要窗口。
DRAM	未评级	ETF Inflows Top $1 Trillion at the Halfway Point of 2026	ETF Inflows Top $1 Trillion at the Halfway Point of 2026	2026-07-03	etf.com	DRAM, GLD, IBIT, IVV, VFFSX, VFIAX, VFINX, VOO	-
PSI	未评级	Top-Performing ETF Areas of 1H 2026	Top-Performing ETF Areas of 1H 2026	2026-07-02	Zacks	BWET, EWY, PSI, TCAI, UGA, ^GSPC, ^IXIC, ^RUT	发布时间早于日报 5 天摘要窗口。
PSI	未评级	Best Performing ETFs of 2026	Best Performing ETFs of 2026	2026-07-01	etf.com	AIS, BWET, DRAM, EWY, MUU, PSI, QQQ, SOXX	发布时间早于日报 5 天摘要窗口。
SOXL	未评级	SOXL’s 16% Daily Collapse Exposes the Real Cost: $7.9 Billion in Hidden Swap Financing	SOXL’s 16% Daily Collapse Exposes the Real Cost: $7.9 Billion in Hidden Swap Financing	2026-07-01	24/7 Wall St.	SMH, SOXL, SOXX	发布时间早于日报 5 天摘要窗口。
APLD	未评级	Applied Digital交付Polaris Forge 1第二栋楼一期	Applied Digital Delivers Second Building at Polaris Forge 1	2026-07-01	Applied Digital Investor Relations	APLD	发布时间早于日报 5 天摘要窗口。
KMEM	未评级	Kurv Launches the KMEM ETF: The Purest Play on Memory Production	Kurv Launches the KMEM ETF: The Purest Play on Memory Production	2026-07-01	Business Wire	000660.KS, 005930.KS, CBOE, KMEM, MU	发布时间早于日报 5 天摘要窗口。
FTXL	未评级	Semiconductor ETFs to Buy as Micron Leads $2T AI-Led Chip Market Rally	Semiconductor ETFs to Buy as Micron Leads $2T AI-Led Chip Market Rally	2026-07-01	Zacks	AMD, CHPX, FTXL, INTC, MU, SHOC	发布时间早于日报 5 天摘要窗口。
GFS	未评级	GlobalFoundries公布2026年第二季度财报电话会安排	GlobalFoundries Announces Conference Call to Review Second Quarter 2026 Financial Results | GlobalFoundries Inc.	2026-07-01	GlobalFoundries Investor Relations	GFS	发布时间早于日报 5 天摘要窗口。
SOXL	未评级	Intel, AMD Jump 7% as Chip Stocks Catch a Risk-On Bid	Intel, AMD Jump 7% as Chip Stocks Catch a Risk-On Bid	2026-06-30	24/7 Wall St.	AMD, AVGO, INTC, NVDA, SOXL	发布时间早于日报 5 天摘要窗口。
FTXL	未评级	The Zacks Analyst Blog Highlights Micron, MUU, MULL, SHOC,CHPX and FTXL	The Zacks Analyst Blog Highlights Micron, MUU, MULL, SHOC,CHPX and FTXL	2026-06-26	Zacks	CHPX, FTXL, KNO, MU, MULL, MUU, NVS, QCOM	发布时间早于日报 5 天摘要窗口。
SOXL	未评级	ETF League Tables: T.Rowe Price Adds $1.1 Billion	ETF League Tables: T.Rowe Price Adds $1.1 Billion	2026-06-25	etf.com	DRAM, SOXL, SOXX	-
SOXL	未评级	ETF Fund Flows: Semiconductors Pop on Relatively Flat Day	ETF Fund Flows: Semiconductors Pop on Relatively Flat Day	2026-06-25	etf.com	DRAM, SOXL, SOXX	发布时间早于日报 5 天摘要窗口。
FTXL	未评级	Micron Soars Post Q3 Earnings on AI Memory Crunch: ETFs to Watch	Micron Soars Post Q3 Earnings on AI Memory Crunch: ETFs to Watch	2026-06-25	Zacks	CHPX, FTXL, KNO, MU, MULL, MUU, SHOC	发布时间早于日报 5 天摘要窗口。
MU	未评级	Micron发布2026财年第三季度创纪录业绩	Micron Technology, Inc. Reports Record Results for the Third Quarter of Fiscal 2026	2026-06-24	Micron Technology	MU	-
SOXL	未评级	Yesterday’s Tech Rout Shows How Leveraged ETFs Can Destroy Wealth	Yesterday’s Tech Rout Shows How Leveraged ETFs Can Destroy Wealth	2026-06-24	24/7 Wall St.	NVDA, SOXL	发布时间早于日报 5 天摘要窗口。
SOXL	未评级	SOXL’s 23% Single-Day Collapse Exposes the Real Price of 3X Leverage	SOXL’s 23% Single-Day Collapse Exposes the Real Price of 3X Leverage	2026-06-23	24/7 Wall St.	AMD, NVDA, SMH, SOXL, SOXX	发布时间早于日报 5 天摘要窗口。
PSI	未评级	Is Invesco Semiconductors ETF (PSI) a Strong ETF Right Now?	Is Invesco Semiconductors ETF (PSI) a Strong ETF Right Now?	2026-06-18	Zacks	PSI	发布时间早于日报 5 天摘要窗口。
SK hynix	未评级	SK hynix向主要客户发送12层HBM4E样品	SK hynix Ships Samples of 12-Layer Next-Gen ‘HBM4E’	2026-06-18	SK hynix Newsroom	SKHY	发布时间早于日报 5 天摘要窗口。
MRVL	未评级	Marvell 2026年6月11日8-K文件	8-K	2026-06-11	U.S. Securities and Exchange Commission	MRVL	发布时间早于日报 5 天摘要窗口。
FTXL	未评级	Chip ETFs to Buy as Broadcom Sinks Over 10% Despite Q2 Earnings Beat	Chip ETFs to Buy as Broadcom Sinks Over 10% Despite Q2 Earnings Beat	2026-06-05	Zacks	AVGO, FTXL, SMH, SOXQ, SOXX	发布时间早于日报 5 天摘要窗口。
PSI	未评级	Should You Invest in the Invesco Semiconductors ETF (PSI)?	Should You Invest in the Invesco Semiconductors ETF (PSI)?	2026-06-02	Zacks	IVZ, PSI	发布时间早于日报 5 天摘要窗口。
FTXL	未评级	Is First Trust NASDAQ Semiconductor ETF (FTXL) a Strong ETF Right Now?	Is First Trust NASDAQ Semiconductor ETF (FTXL) a Strong ETF Right Now?	2026-06-02	Zacks	FTXL	发布时间早于日报 5 天摘要窗口。
PSI	未评级	The Semiconductor Play Nobody Owns Just Lapped Wall Street’s Biggest Names	The Semiconductor Play Nobody Owns Just Lapped Wall Street’s Biggest Names	2026-05-31	24/7 Wall St.	INTC, LRCX, MU, NVDA, PSI, QQQ, SOXX, ^GSPC	发布时间早于日报 5 天摘要窗口。
NVDA	未评级	NVIDIA Vera Rubin进入全面量产爬坡	NVIDIA Vera Rubin Ramps Into Full Production to Power Agentic AI Factories Worldwide	2026-05-31	NVIDIA	NVDA	-
FTXL	未评级	After Three Years of Tracking the AI Capex Cycle These 3 Semiconductor ETFs Sit on Top of the Trade	After Three Years of Tracking the AI Capex Cycle These 3 Semiconductor ETFs Sit on Top of the Trade	2026-05-29	24/7 Wall St.	ASML.AS, FTXL, LRCX, MU, NVDA, SMH, SOXX	发布时间早于日报 5 天摘要窗口。
FTXL, PSI	未评级	The Most-Compared ETFs Right Now — And What They Reveal	The Most-Compared ETFs Right Now — And What They Reveal	2026-05-28	etf.com	BIL, BOXX, CHPS, DRAM, FTXL, IVV, NLR, PSI	发布时间早于日报 5 天摘要窗口。
FTXL	未评级	Should You Invest in the First Trust NASDAQ Semiconductor ETF (FTXL)?	Should You Invest in the First Trust NASDAQ Semiconductor ETF (FTXL)?	2026-05-19	Zacks	FTXL	发布时间早于日报 5 天摘要窗口。
USAR	未评级	USA Rare Earth公布2026年第一季度业绩	USA Rare Earth Reports First Quarter 2026 Financial Results	2026-05-13	USA Rare Earth Investor Relations	USAR	-
NBIS	未评级	Nebius公布2026年第一季度业绩	Nebius reports first quarter 2026 financial results	2026-05-13	Nebius Group / U.S. Securities and Exchange Commission	NBIS	发布时间早于日报 5 天摘要窗口。
COHR	未评级	Coherent公布2026财年第三季度业绩	Coherent Corp. Reports Third Quarter Fiscal 2026 Results	2026-05-06	Coherent Corp.	COHR	发布时间早于日报 5 天摘要窗口。
KLAC	未评级	KLA Form 10-Q for the Quarter Ended March 31, 2026	klac-20260331	2026-04-29	KLA Corporation / U.S. Securities and Exchange Commission	KLAC	发布时间早于日报 5 天摘要窗口。
MRVL	未评级	NVIDIA与Marvell通过NVLink Fusion扩大AI基础设施合作	NVIDIA AI Ecosystem Expands as Marvell Joins Forces Through NVLink Fusion	2026-03-31	NVIDIA / Marvell Technology	MRVL, NVDA	-
NVDA	未评级	NVIDIA Fiscal 2026 Form 10-K	nvda-20260125	2026-02-25	U.S. Securities and Exchange Commission	AMD, NVDA	发布时间早于日报 5 天摘要窗口。
CRCL	未评级	OCC有条件批准五项国家信托银行牌照申请	OCC Announces Conditional Approvals for Five National Trust Bank Charter Applications	2025-12-12	Office of the Comptroller of the Currency	CRCL	发布时间早于日报 5 天摘要窗口。
APLD	2/5 中低	应用数字暂无近期活动	IR Calendar	未提供发布时间	Applied Digital Investor Relations	APLD	与 APLD 直接相关，但只确认当前日程缺口，没有新的业绩或经营事实。
USAR	3/5 中	美稀土披露技术诉讼风险	USA Rare Earth SEC filing disclosure concerning MP Materials litigation	未提供发布时间	U.S. Securities and Exchange Commission	MP, USAR	SEC原始申报直接披露USAR与MP之间的诉讼及救济请求，事实密度和来源质量较高；但起诉日为05/22、文件署于06/22，缺少法院后续进展，适合作为中等优先级法律风险背景。
USAR	2/5 中低	稀土公司披露既往沟通节点	Events - USA Rare Earth	未提供发布时间	USA Rare Earth Investor Relations	USAR	公司一手日程资料与 USAR 直接相关，但主要汇总历史活动，缺少新的可验证经营或交易进展。
NBIS	2/5 中低	Nebius近期日程尚未更新	Events	未提供发布时间	Nebius Group	NBIS	NBIS 直接相关的公司日程信息，但仅有历史活动记录，缺少新披露与实质性数据。
TSM	未评级	TSMC 2026 Q2 Quarterly Results	TSMC 2026 Q2 Quarterly Results	未提供发布时间	Taiwan Semiconductor Manufacturing Company	AMD, AVGO, MRVL, NVDA, TSM	-
CRCL	3/5 中	USDC储备与网络覆盖	USDC | Powering global finance. Issued by Circle.	未提供发布时间	Circle	CRCL	直接覆盖CRCL核心产品的规模、储备与基础设施，但材料是公司营销页面，独立验证不足。
SOL	3/5 中	Solana主网服务正常	Solana Status API Summary	未提供发布时间	Solana Status	SOL	官方实时运行状态与SOL直接相关且更新较新，但没有事故或性能异常，属于确认性基础信息。
-	1/5 低	WASDE页面未含报告正文	WASDE Report	未提供发布时间	U.S. Department of Agriculture	-	来源权威，但归档内容缺少WASDE正文、数据和发布日期，无法支持日报研究。

打开原文

狮子一号融资化解债务与营运压力

重要性1/5 低

公告时效高但与KMEM及半导体主题无直接关系，且为发行人付费新闻稿。

标签

标的：`KMEM`来源：TMX Newsfile发布日期：2026-07-11重要性：1/5 低评级理由：公告时效高但与KMEM及半导体主题无直接关系，且为发行人付费新闻稿。评级依据：时效性, 标的关联缺失, 证据限制, 背景材料原文字数：1555

中文摘要

核心结论

Lion One Metals宣布完成合计1,750万美元非经纪私募融资，主要用途是偿还Nebari贷款安排下的到期义务并纠正营运资本契约违约。该内容与批次标注的KMEM没有直接业务关联。

重要性评级

评级：1/5（低）

公告披露融资、债务和治理事项，但公司为斐济金矿开发商，相关代码为LIO、LOMLF等，与KMEM存储主题基金不匹配。

关键事实

• 公司宣布完成1,400万美元可转换债券单位融资及350万美元普通单位私募，合计毛募资1,750万美元。
• 第二批发行1,500个债券单位，新增150万美元；另发行5,475,505个普通单位，新增约71万美元。
• 每个债券单位价格1,000美元，含10%次级担保可转换债券，转换价0.13美元，期限四年，并附0.175美元行权价的认股权证。
• 普通单位发行价0.13美元，每单位附一份行权价0.175美元、期限三年的认股权证。
• 所得款项将用于Nebari高级担保贷款安排下的义务、纠正持续营运资本契约违约及一般营运资金。
• 董事会另授予1,890万份期权，行权价0.16美元，期限五年。

作者观点与证据

这是一则公司付费新闻稿，融资条款、用途和治理安排均为发行人陈述。公告明确提示融资完成及中介费支付仍须获多伦多创业板最终接受，且前瞻性陈述存在持续经营、债务违约和融资条件风险。

与相关标的的关系

直接相关标的是LIO、LOMLF、LIO.NE和LY1.F。输入元数据列出KMEM，但原文没有提及KMEM、存储芯片或半导体，不能将本公告用于解释KMEM表现。

时效性与限制

发布于美东时间07/10 23:14（UTC+8 07/11 11:14）。公告非常新，但为付费新闻稿且涉及发行人融资与前瞻性信息，应结合监管申报和最终交易所接受文件阅读。

后续跟踪

• 多伦多创业板的最终接受结果。
• Nebari贷款义务和营运资本契约违约的后续披露。
• 可转换债券、认股权证与期权造成的潜在稀释。
• Tuvatu金矿的生产、现金流及持续经营信息。

英文原文

Lion One Announces Closing of Second Tranche of Non-Brokered Private Placement of Convertible Debenture Units and Units for Aggregate Gross Proceeds of $17.5 Million

This is a paid press release. Contact the press release distributor directly with any inquiries.

Lion One Announces Closing of Second Tranche of Non-Brokered Private Placement of Convertible Debenture Units and Units for Aggregate Gross Proceeds of $17.5 Million

TMX Newsfile

Sat, July 11, 2026 at 11:14 AM GMT+8 5 min read

• LIO.V

0.00%

• LY1.F

-22.87%

• LOMLF

0.00%

• LIO.NE

+3.85%

North Vancouver, British Columbia--(Newsfile Corp. - July 10, 2026) - Lion One Metals Limited (TSXV: LIO) (OTCQX: LOMLF) (" Lion One " or the " Company ") is pleased to announce that it has closed the second tranche of its previously announced non-brokered private placement offering of convertible debenture units of the Company (the " Debenture Units ") for gross proceeds of $14 million (the " Offering ") and its upsized non-brokered private placement of units (the " Units ") for gross proceeds of $3.5 million (the " Private Placement ") for aggregate gross proceeds of $17.5 million. The second tranche closing consisted of 1,500 Debenture Units for incremental gross proceeds of $1.5 million and 5,475,505 Units for incremental gross proceeds of $0.71 million.

Pursuant to the Offering, the Company issued 14,000 Debenture Units at a price of $1,000 per Debenture Unit. Each Debenture Unit consisted of (i) one 10% subordinated secured convertible debenture (a " Convertible Debenture ") having a face value of $1,000, convertible at a conversion price of $0.13 per Common Share into 7,692.3 Common Shares with a maturity date of 4 years from issuance; and (ii) 7,692.3 Common Share (as defined below) purchase warrants (the " Offering Warrants "), each entitling the holder to purchase one Common Share at an exercise price of $0.175 per Common Share for a period of 4 years from issuance.

Pursuant to the Private Placement, the Company issued 26,923,080 Units at a price of $0.13 per Unit. Each Unit consisted of one common share of the Company (a " Common Share ") and one Common Share purchase warrant (a " Private Placement Warrant "). Each Private Placement Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.175 per Common Share for a period of three years from the date of issuance.

The Company intends to use the net proceeds from the Offering and Private Placement to satisfy upcoming payment obligations under the Company's senior secured loan facility (the " Facility ") with Nebari Gold Fund I, LP, Nebari Natural Resources Credit Fund I, LP, and Nebari Natural Resources Credit Fund II, LP (collectively, " Nebari ") and to cure the Company's ongoing working capital covenant default under the Facility. Any additional proceeds will be used for general corporate and working capital purposes.

The Company is also pleased to announce that it has entered into a transition agreement with Concept Capital Management Ltd. (" Concept Capital ") dated July 10, 2026 (the " Transition Agreement "). Pursuant to the Transition Agreement, Concept Capital has agreed to cease and withdraw its previous requisition for a Company shareholder meeting and agreed to a standstill on future dissident actions against the Company. Pursuant to the Transition Agreement, the Company has agreed to adopt a majority voting policy and other measures aimed at enhancing corporate governance practices and shareholder communication. The Company has also agreed to reimburse Concept Capital for certain legal costs associated with the Transition Agreement.

Story Continues

Additionally, the Company announces that the Board has approved a grant of an aggregate of 18,900,000 stock options (" Options ") to various employees, consultants, officers, and directors of the Company under the Company's omnibus equity incentive compensation plan (the " Omnibus Plan "). The objective of the Omnibus Plan is to create an incentive compensation program that is aligned with the Company's long-term objectives. The Options were granted with an exercise price of $0.16 and a 5-year term in accordance with the following vesting schedule: 1/3 of the stock options vesting on the date of the grant; 1/3 of the stock options vesting one year following the grant date; and the remaining 1/3 of the options vesting 2 years following the grant date.

In connection with the Private Placement, the Company paid aggregate finder's fees of $125,351.74 in cash to Leede Financial Inc., Research Capital Corporation, Canaccord Genuity Corp., Ventum Financial Corp., Integral Wealth Management Limited, Hasselbom Forvaltning AB and RedPlug Inc., in accordance with the policies of the TSX Venture Exchange (the " TSXV ").

The Debenture Units, the Units, and the underlying Convertible Debentures, Offering Warrants, Private Placement Warrants and Common Shares will be subject to a statutory hold period expiring four months and one day after the issuance thereof. Completion of the Offering, the Private Placement, and payment of the finder's fees remain subject to final TSXV acceptance.

Certain subscribers under the Offering and the Private Placement are directors and management of the Company. The issuance of the Debenture Units and Units to directors and management of the Company constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 (" MI 61-101 "). The transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any securities issued or the consideration paid by such persons will exceed 25% of the Company's market capitalization.

About Lion One Metals Limited

Lion One is an emerging Canadian gold producer headquartered in North Vancouver BC, with new operations established in late 2023 at its 100% owned Tuvatu Alkaline Gold Project in Fiji. The Tuvatu project comprises the high-grade Tuvatu Alkaline Gold Deposit, the Underground Gold Mine, the Pilot Plant, the Tailings Storage Facility and the Assay Lab. The Company also has an extensive exploration license covering the entire Navilawa Caldera, which is host to multiple mineralized zones and highly prospective exploration targets.

On behalf of the Board of Directors,

Todd Romaine, Chairman

Contact Information

Email: info@liononemetals.com

Phone: 1-855-805-1250 (toll free North America)

Website: www.liononemetals.com

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This press release may contain statements that may be deemed to be "forward-looking statements" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "proposed", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. Forward-looking statements in this release include the anticipated use of proceeds of the Offering and the Private Placement, the outlook of the Company following completion of the Offering and the Private Placement, and the receipt of final approval of the TSXV. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.

This forward-looking information reflects Lion One's current beliefs and is based on information currently available to Lion One and on assumptions Lion One believes are reasonable. These assumptions include, but are not limited to, the Company's ability to continue as a going concern; that the Company will receive the final approval of the TSXV required to complete the Offering and the Private Placement; the conditions of the financial markets; the ability of the Company to satisfy the covenants set out in the Facility and the Company's forbearance agreement with Nebari; and with respect to the use of proceeds, the sufficiency of the proceeds.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of Lion One or its subsidiaries to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: that the Company is in default of its obligations under the Facility and may be subject to enforcement actions from Nebari; general business, economic, competitive, political and social uncertainties; the actual results of current research and development or operational activities; changes in legislation, including environmental legislation, affecting mining, timing and availability of external financing on acceptable terms; the speculative nature of mineral exploration and development; fluctuating commodity prices; and competition, as described in more detail in our recent securities filings available at www.sedarplus.ca . Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304859

打开原文

Rackspace融资转向算力扩张

重要性3/5 中

新近披露融资、经营指引与算力扩张计划，对RXT直接相关、对PLTR存在合作线索，但证据主要来自公司管理层。

标签

标的：`KMEM`来源：MarketBeat发布日期：2026-07-11重要性：3/5 中评级理由：新近披露融资、经营指引与算力扩张计划，对RXT直接相关、对PLTR存在合作线索，但证据主要来自公司管理层。评级依据：时效性, 直接标的相关性, 事实密度, 证据限制原文字数：1444

中文摘要

核心结论

Rackspace Technology（云计算托管服务商，RXT）以削减2026年指引和最多2.5亿美元按市价发行筹资为代价，押注受监管企业的图形处理器算力部署。管理层预计AI项目的收入和利润贡献主要在2027年后显现。

重要性评级

评级：3/5（中）

RXT的融资、指引下修和产能目标均为当日新信息；对PLTR有合作线索，但文章为MarketBeat自动化快讯，预测主要来自管理层。

关键事实

• 发布：美东时间 07/10 23:02（UTC+8 07/11 11:02）。
• 公司计划最多筹集2.5亿美元ATM（按市价发行）股权资金，首期约2兆瓦AMD（超威半导体）算力部署的资本开支约7500万美元。
• 2026年收入指引降至24.5亿至25.5亿美元，较原计划减少1.5亿美元；EBITDA（息税折旧摊销前利润）指引降至2.85亿至2.95亿美元，较此前少2000万美元。
• 公有云收入指引为14.5亿至15亿美元，私有云为10亿至10.5亿美元；公司正退出低利润率转售、托管和机房业务。
• 目标是2026年底约2兆瓦、2027年底15兆瓦、2028年底30兆瓦累计GPU（图形处理器）容量；管理层估计每兆瓦平均年收入1500万至2000万美元、EBITDA利润率超过50%。
• 管理层称与Palantir（企业数据分析软件商，PLTR）合作后已有逾400项认证，首个联合项目在41天内完成；该表述未附客户名称或独立验证。

作者观点与证据

文章将战略描述为向高利润AI基础设施转型。可核对的基础是公司给出的融资规模、指引区间和部署目标；每兆瓦收入、利润率、需求结构及2027年收益均属管理层预期，二季度初步财务数字仍未经审计。

与相关标的的关系

RXT为直接主体，新增股权可能稀释每股指标，同时其AI产能兑现取决于部署和客户需求。PLTR为合作伙伴，合作仅说明Rackspace在受监管环境中的部署与运维角色，未披露对PLTR的合同金额或收入贡献。KMEM仅为输入标签，原文未说明其直接关联。

时效性与限制

报道发布于美东时间 07/10 23:02（UTC+8 07/11 11:02），适合记录公司刚更新的经营口径。MarketBeat称内容由叙事技术和财务数据生成；客户、订单和预测未获第三方佐证。

后续跟踪

• 8月完整二季度业绩与初步收入、EBITDA区间的差异。
• ATM实际发行数量、价格及资金用途。
• 首期AMD部署的融资、交付和投运进度。
• 15兆瓦及30兆瓦目标对应的客户签约和收入确认。

英文原文

Rackspace Technology Cuts 2026 Outlook as $250M Stock Sale Fuels AI Push

Rackspace Technology Cuts 2026 Outlook as $250M Stock Sale Fuels AI Push

Rackspace Technology logo

MarketBeat

Sat, July 11, 2026 at 11:02 AM GMT+8 7 min read

• RXT +22.20%

• PLTR -1.74%

Key Points

• Interested in Rackspace Technology, Inc.? Here are five stocks we like better.

• Rackspace is doubling down on enterprise AI infrastructure , launching a $250 million at-the-market equity offering to fund GPU-related growth and positioning itself as an operator of the "full enterprise AI stack." Management said the strategy emphasizes private cloud, regulated and sovereign deployments, and AI partnerships such as Palantir, AMD, VMware, Rubrik and Uniphore.

• The company cut its 2026 outlook after exiting lower-margin public and private cloud revenue streams, with full-year revenue now expected at $2.45 billion to $2.55 billion and EBITDA at $285 million to $295 million. Rackspace said the near-term hit reflects investing ahead of AI growth, with benefits from new deployments expected in 2027.

• Rackspace outlined a multiyear GPU expansion plan that includes a first AMD-based deployment of nearly 2 megawatts by end-2026 and a target of 15 megawatts by end-2027 and 30 megawatts by end-2028. Management expects revenue of $15 million to $20 million per megawatt on average, with EBITDA margins above 50%.

• Rackspace's AI Land Grab: Plugging Into the Next Compute Boom

Rackspace Technology (NASDAQ:RXT) said it is accelerating its push into enterprise artificial intelligence infrastructure, announcing a $250 million at-the-market equity offering and updated 2026 financial outlook as it moves away from lower-margin revenue streams.

On a conference call, Chief Executive Officer Gajen Kandiah said the company is working to become "the operator of the full enterprise AI stack," with a focus on governed enterprise AI deployments for regulated industries and sovereign markets. He said the company's strategy centers on private cloud infrastructure, partnerships across the AI technology stack and Rackspace's Forward Deployed Engineers, who work within customer environments after deployments go live.

→ Scotiabank Sees a New Growth Story for Cloudflare

• Palantir Just Opened a New DoD Door—What Changes Now?

Chief Financial Officer Mark Marino said the offering is "100% primary" and is intended primarily to fund growth capital tied to Rackspace's GPU initiatives. Marino noted that any equity raised through the ATM program will depend on market conditions and that new shares would affect per-share metrics before the expected revenue and EBITDA benefits from AI-related deployments arrive in future periods.

Rackspace Details AI Infrastructure Plans

Kandiah said Rackspace has spent the past six months building a partner ecosystem across enterprise AI infrastructure and applications. He highlighted an expanded operating framework with Palantir, under which Rackspace is positioned as a preferred deployment and operations partner for regulated and sovereign environments.

Story Continues

→ Stacking Chips: The Hidden Supply Shock Fueling Intel

• The 10 Top-Rated Stocks by Wall Street Analysts in August 2021

According to Kandiah, Rackspace employees have earned more than 400 Palantir certifications since the companies entered a strategic partnership in February to build Palantir-certified Forward Deployed Engineering capabilities across Foundry and AIP. He also said the companies' first joint deployment, for a U.S.-based manufacturer of solar tracking systems, closed in 41 days and reduced quote cycle times by 94% through engineering design optimization and the elimination of manual processes.

Kandiah also pointed to partnerships with Uniphore, VMware and Rubrik. He said Uniphore supports enterprise AI applications running in Rackspace's private cloud, VMware serves as the control plane for virtualization and workload portability, and Rubrik provides cyber resilience across hybrid and multi-cloud environments.

→ A Market Panic Just Discounted the AI Highway's Tollbooth

Rackspace also provided more detail on its agreement with AMD. Kandiah said the company has secured financing and placed purchase orders for the first deployment under that agreement, which is expected to be nearly 2 megawatts and targeted for completion by the end of 2026. Capital expenditures for the first deployment are expected to be approximately $75 million.

The company said it aims to reach 15 megawatts of cumulative capacity by the end of 2027 and 30 megawatts by the end of 2028. Marino said Rackspace currently expects $15 million to $20 million of revenue per megawatt of deployed GPU capacity on average, with a floor of $10 million per megawatt for the initial deployment. The company expects the revenue stream to generate EBITDA margins above 50%.

Guidance Lowered as Company Exits Lower-Margin Revenue

Rackspace lowered its full-year 2026 revenue and EBITDA outlook, citing a strategic decision to exit certain low-margin businesses and redeploy capacity and capital toward AI infrastructure.

Kandiah said the company is reducing its fiscal 2026 revenue outlook by $150 million and its EBITDA outlook by $20 million. He said the reduction reflects exited revenue across both public cloud and private cloud, as well as investments in AI compute capacity.

Marino said the updated total revenue expectation for fiscal 2026 is $2.45 billion to $2.55 billion, compared with prior guidance that implied a smaller decline. The new outlook represents a 7% decline at the midpoint, versus a prior expectation of a 1% decline at the midpoint. Updated EBITDA targets are now $285 million to $295 million, compared with prior guidance of $305 million to $315 million.

In public cloud, Rackspace now expects 2026 revenue of $1.45 billion to $1.50 billion, down $125 million from its prior outlook. Marino said the reduction is tied to the company moving away from low-margin infrastructure resale revenue and focusing instead on higher-value services-led opportunities with hyperscaler partners.

In private cloud, Rackspace reduced its 2026 revenue outlook by $25 million to a range of $1.0 billion to $1.05 billion. Marino said the decrease reflects the company's decision to step away from colocation and basic hosting revenue and redirect capacity and capital toward higher-yielding AI deployments.

Marino said the EBITDA reduction reflects a near-term mismatch between exiting lower-margin revenue streams, investing ahead of AI-related growth and costs associated with a previously announced workforce realignment. He said benefits from new AI revenue and the workforce realignment are expected in 2027.

Preliminary Second-Quarter Results Provided

Rackspace also shared preliminary unaudited ranges for the second quarter ended June 30, 2026. Marino cautioned that the figures remain subject to financial close procedures and could differ from final reported results.

• Total revenue is expected to be between $641 million and $649 million, down 3.1% at the midpoint.

• Public cloud revenue is expected to be between $399 million and $403 million.

• Private cloud revenue is expected to be between $242 million and $246 million.

• EBITDA is expected to be between $58 million and $62 million.

The company said it will provide more details when it reports full second-quarter results in August.

Customer Demand and Deployment Mix

During the question-and-answer portion of the call, David Paige of RBC Capital Markets asked about expected GPU deployment demand in 2027 and 2028.

Marino said Rackspace is not disclosing specific customer names but expects a "large portion" of the GPU demand to come from new customers. Based on the current outlook, he characterized expected demand as roughly two-thirds new customers and one-third existing customers.

Kandiah added that early demand may include infrastructure as a service, inference as a service and raw compute. He said Rackspace is seeing interest in raw compute demand in the near term, but the company is building for infrastructure-as-a-service offerings for enterprise customers in regulated environments over the longer term.

Kandiah closed the call by saying the company is investing ahead of revenue to build a new growth engine while focusing on higher-return work. He said the updated near-term outlook reflects "the cost of entry into a larger, higher-margin business" as Rackspace puts more capital and focus behind its AI strategy.

About Rackspace Technology (NASDAQ:RXT)

Rackspace Technology (NASDAQ: RXT) is a leading provider of managed multi-cloud solutions and services, specializing in the deployment, management and optimization of public and private cloud environments. The company helps organizations design and operate applications across platforms such as Amazon Web Services (AWS), Microsoft Azure, Google Cloud and its own private cloud infrastructure. Rackspace's core offerings include cloud migration, application modernization, data protection, security services and 24x7x365 operational support.

Beyond cloud hosting, Rackspace offers a range of professional services designed to accelerate digital transformation initiatives.

This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to contact@marketbeat.com.

The article " Rackspace Technology Cuts 2026 Outlook as $250M Stock Sale Fuels AI Push " was originally published by MarketBeat.

View MarketBeat's top stocks for July 2026 .

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Meta九月投产自研人工智能芯片

重要性5/5 高

同时触及META资本开支、NVDA需求、AVGO设计服务和TSM制造链条，消息新近且信息密度高。

标签

标的：`KMEM`, `NVDA`来源：Motley Fool发布日期：2026-07-11重要性：5/5 高评级理由：同时触及META资本开支、NVDA需求、AVGO设计服务和TSM制造链条，消息新近且信息密度高。评级依据：高时效性, NVDA直接相关, 多家公司供应链影响, 包含明确投产与算力数字, 媒体报道待公司确认原文字数：1052

中文摘要

核心结论

文章称Meta计划于09月投产代号Iris的自研数据中心人工智能芯片，由博通协助设计、台积电制造。其目标是提高每单位算力效率，并非削减人工智能基础设施总投入；对英伟达的长期采购份额形成潜在竞争变量。

重要性评级

评级：5/5（高）。涉及META资本开支、自研芯片节奏、AVGO与TSM供应链及NVDA需求结构，包含多个可量化运营指标；投产消息基于路透社审阅的内部备忘录，仍待公司确认。

关键事实

• 文中称路透社审阅的内部备忘录显示，Iris将在09月开始制造。
• Iris由博通协助设计、台积电制造，属于Meta四代自研芯片计划的一部分。
• 测试约持续6周，备忘录称未发现重大问题；Meta计划至2027年约每6个月推出一款新芯片。
• Meta计划今年新增约7吉瓦算力，2027年总算力约翻倍至14吉瓦。
• Iris将补充而非替代向NVDA和AMD采购的图形处理器。
• Meta一季度收入同比增长33%至563亿美元，经营利润率41%；每股收益10.44美元中含一次性税收收益3.13美元。
• Meta将2026年资本开支指引从1,150亿至1,350亿美元上调至1,250亿至1,450亿美元，一季度资本开支为198亿美元。

作者观点与证据

作者认为自研芯片可改善Meta大规模建设的单位成本，并可能逐步形成对英伟达的价格压力。该判断建立在报道的时间表与公司财报数据上；芯片量产、性能、节省金额和部署比例尚未披露。

与相关标的的关系

META为直接相关标的；AVGO负责设计协助、TSM负责制造，NVDA与AMD仍是图形处理器供应商，未来采购结构是直接观察路径。输入标的NVDA相关性很高。

时效性与限制

发表于美东时间 07/10 23:01（UTC+8 07/11 11:01）。信息新近且可影响人工智能硬件供需预期；核心投产消息为媒体转述的内部备忘录，时间表可能调整。

后续跟踪

• Meta对Iris投产、性能和部署规模的正式披露。
• NVDA、AMD在Meta采购中的份额与订单变化。
• AVGO、TSM对定制芯片收入及产能的表述。
• Meta人工智能投入对广告收入和利润率的实际影响。

英文原文

Mark Zuckerberg Is Turning Meta Into a Bigger Chipmaker. Its Newest In-House AI Chip Enters Production in September.

Mark Zuckerberg Is Turning Meta Into a Bigger Chipmaker. Its Newest In-House AI Chip Enters Production in September.

Daniel Sparks, The Motley Fool

Sat, July 11, 2026 at 11:01 AM GMT+8 5 min read

• META +5.97%

• NVDA +4.03%

• AVGO -0.28%

• 2330.TW -2.03%

Shares of Meta Platforms (NASDAQ: META) rose about 6% on Friday after Reuters reported on Thursday that the social media giant plans to start manufacturing its own data-center AI (artificial intelligence) chip in September. The chip, code-named Iris, was designed with help from Broadcom (NASDAQ: AVGO) and will be built by Taiwan Semiconductor Manufacturing (NYSE: TSM), according to an internal memo the news organization reviewed.

The market's enthusiasm is easy to understand. Meta expects to spend as much as $145 billion on AI infrastructure this year, and that spending has been my biggest concern with the stock. Custom silicon is aimed squarely at getting more computing power out of every one of those dollars.

Missed Nvidia in 2009? This Rare Signal Is Flashing Again. In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. For the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. Continue »

So, what does Meta's expanding chip program mean for the stock?

Image source: Getty Images.

The chip program is moving fast

Iris is reportedly part of a four-generation family of chips Meta is designing in-house, and the program appears to be ahead of where many investors probably assumed. Testing on the chip took about six weeks and turned up no major issues, according to the memo.

Even more, Meta reportedly plans to launch a new chip about every six months through 2027. That is a much faster cadence than the industry norm of about one new chip per year.

And the infrastructure these chips would support is enormous. Meta plans to bring about 7 gigawatts of computing capacity online this year and double its total to 14 gigawatts in 2027, according to the report, with Iris augmenting the graphics processing units (GPUs) the company buys from Nvidia and Advanced Micro Devices rather than replacing them.

Still, there's a message here for chip investors. One of the AI boom's biggest spenders just showed a credible path to needing Nvidia somewhat less over time -- while handing more business to Broadcom, which helps design the chip, and TSMC, which builds it.

Nvidia's chips remain the backbone of Meta's computing plans. But every in-house chip Meta deploys is pricing pressure Nvidia could eventually feel.

The business paying the bill

None of this spending would matter much to shareholders if Meta's core business were sputtering. It isn't.

Meta's first-quarter revenue rose 33% year over year to $56.3 billion -- an acceleration from 24% growth in the fourth quarter of 2025 and 22% growth for full-year 2025. And the profits followed. The company posted a 41% operating margin for the period, and earnings per share of $10.44 grew 62% year over year, though a one-time $8.03 billion tax benefit added $3.13 per share to that figure. For a company of Meta's size, growth like this is extraordinary.

Story Continues

"We had a milestone quarter with strong momentum across our apps and the release of our first model from Meta Superintelligence Labs," said CEO Mark Zuckerberg in the company's first-quarter earnings release.

That growth is what pays for the build-out. In its first-quarter update, Meta raised its 2026 capital expenditure forecast to a range of $125 billion to $145 billion (up from a prior range of $115 billion to $135 billion) while guiding for second-quarter revenue of $58 billion to $61 billion. Capital expenditures in the first quarter alone were $19.8 billion.

Of course, custom chips don't mean a smaller budget. And a reported timeline may still slip. Even if Iris works exactly as planned, Meta isn't cutting its spending. It's doubling its computing capacity and trying to make each unit of that capacity cost less. If the AI investments don't ultimately produce more engagement and better ad economics, in-house silicon may not be enough to offset challenges the company could face down the road.

But the price investors are paying for this story looks reasonable. At about $672 per share as of this writing, Meta trades at about 24 times earnings and about 19 times forward earnings, even though Meta grew revenue 33% last quarter. And unlike a chip supplier, Meta also controls the applications that all of that computing power serves. If the in-house chips deliver even part of the potential savings, the company's heavy spending could convert into earnings growth faster than the market currently expects.

To me, the stock looks attractive here. Sure, Thursday's report probably doesn't lower Meta's AI bill. But it strengthens the case that the company can control the cost of a build-out it was going to attempt anyway.

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Mark Zuckerberg Is Turning Meta Into a Bigger Chipmaker. Its Newest In-House AI Chip Enters Production in September. was originally published by The Motley Fool

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联合国开发署携手非洲电动出行

重要性1/5 低

内容为新近项目意向，但没有直接标的关系、金额或执行数据，且发布方为企业付费新闻稿。

标签

标的：`KMEM`来源：GlobeNewswire发布日期：2026-07-11重要性：1/5 低评级理由：内容为新近项目意向，但没有直接标的关系、金额或执行数据，且发布方为企业付费新闻稿。评级依据：时效性, 直接标的相关性弱, 证据强度有限原文字数：1389

中文摘要

核心结论

联合国开发计划署与TAILG（台铃科技）在肯尼亚签署合作备忘录，启动“绿色骑行非洲”计划，拟建设绿色出行卓越中心并推广两轮、三轮车电动化及光伏储能配套。该消息描述长期项目框架，未披露预算、订单、实施节点或上市标的收益。

重要性评级

评级：1/5（低）

消息发布很新，但为企业付费新闻稿，且与输入标的KMEM没有可验证的直接业务联系。

关键事实

• 发布：美东时间 07/10 23:01（UTC+8 07/11 11:01）。
• 联合国开发计划署（UNDP）与TAILG在肯尼亚就绿色出行卓越中心（GM-CoE）签署备忘录。
• 项目以现有非洲电动出行试点为基础，拟推动两轮和三轮车辆由燃油转电动，并配套当地光伏、储能、充电和换电设施。
• 合作范围包括技术交流、创新挑战赛、初创企业孵化、场景测试、试点验证及商业化部署。
• 台铃称年产能逾1500万辆，产品服务覆盖70多个国家和地区，并有7个研发及制造基地。
• Sunwoda Depower Energy（欣旺达动力）拟支持电池和储能，并参与光储充换、电池回收与电池护照标准建设。

作者观点与证据

新闻稿将合作定位为可复制的非洲绿色交通模式。已确认事实限于签署备忘录及合作意向；产能、项目效果、减排和商业化成果均由发布方陈述，未给出合同金额、投资额或独立项目数据。

与相关标的的关系

输入仅标注KMEM，原文没有提及KMEM、持仓公司或可量化的供应链关系，属于绿色交通产业背景材料。

时效性与限制

发布于美东时间 07/10 23:01（UTC+8 07/11 11:01）。GlobeNewswire页面明确标为付费新闻稿，并声明未验证内容完整性；项目尚处合作框架阶段。

后续跟踪

• 卓越中心的预算、治理结构和首批试点地点。
• 两轮、三轮电动车及储能设施的实际采购规模。
• 当地监管、融资和电网接入安排。
• 台铃或合作方披露的订单、交付与运营数据。

英文原文

Green Mobility in Africa — UNDP and TAILG Sign MOU for a Green, Low-Carbon Mobility Project to Advance Sustainable Development in Africa and Beyond

This is a paid press release. Contact the press release distributor directly with any inquiries.

Green Mobility in Africa — UNDP and TAILG Sign MOU for a Green, Low-Carbon Mobility Project to Advance Sustainable Development in Africa and Beyond

TAILG Technology Group

Sat, July 11, 2026 at 11:01 AM GMT+8 6 min read

NAIROBI, Kenya, July 10, 2026 (GLOBE NEWSWIRE) -- The United Nations Development Programme (UNDP) and TAILG, a leading electric mobility company, officially signed a Memorandum of Understanding roject (MOU) in Kenya regarding the Green Mobility Centre of Excellence (GM-CoE), launching the "Green Ride Africa" initiative. The two parties have established a strategic partnership to jointly implement flagship projects for green, low-carbon mobility. Through multidimensional collaboration—including technology innovation, ecosystem development, and industry incubation—they aim to accelerate the transition toward sustainable transportation in Africa and support the achievement of regional Sustainable Development Goals. This signing marks a significant milestone in TAILG's global green strategy and represents another important initiative by TAILG—following seven years of deepening its commitment to green initiatives in partnership with the United Nations Environment Programme(UNEP)—to collaborate with the United Nations system, participate in global low-carbon governance, and contribute to sustainable development in Africa and around the world.

TAILG President Michael Yao TAILG President Michael Yao signs the MOU with Jean-Luc Stalon (PhD), Resident Representative of UNDP Kenya.

"Green Ride Africa" draws its name from the concepts of "green and low-carbon" and "roaming freely on the open road." Building on the UNDP's African Electric Mobility Pilot Project, the initiative promotes the transition from gasoline to electric power for two- and three-wheeled vehicles, while integrating local photovoltaic and energy storage infrastructure. By leveraging clean energy for transportation, it aims to reduce carbon emissions, improve people's mobility, and support sustainable development across Africa and benefit local communities.

UNDP acts as the UN's implementing agency at the national level in many ways, working with partners in numerous countries to promote sustainable development, eradicate poverty, advance gender equality, strengthen good governance, and promote the rule of law. Based on its long-term observation of TAILG's actual performance and contributions to the development of clean transportation, UNDP selected TAILG as a partner for the GM-CoE project. TAILG's participation as a corporate partner in the development of the green mobility sector is at the core of this collaboration.

Green Mobility in Africa The signing of this MOU establishes a comprehensive framework for long-term, stable, and structured cooperation among all parties. The parties have clearly identified the joint establishment, operation, and large-scale development of the GM-CoE as a key starting point for continuously driving the growth of Africa's green and low-carbon mobility industry. As a key partner of UNDP in green mobility projects, TAILG is fully involved in project operations and governance, the establishment of an innovation system, the implementation of ecosystem projects, and international technical exchanges, thereby creating a professional and sustainable platform for Africa's green technology innovation industry.

Story Continues

Currently, green mobility has become a core focus area for sustainable development in Africa. The transition to low-carbon transportation in Africa relies not only on the iterative upgrading of vehicles but also urgently requires the cultivation of local scientific and technological innovation capabilities, the refinement of a green industrial ecosystem, and technical solutions tailored to local contexts. This strategic partnership will fully integrate UNDP's global platform resources, international governance experience, and regional empowerment capabilities with TAILG's integrated electric mobility solutions across product development, manufacturing, and supply chains and global implementation experience. It aims to precisely address the genuine needs of Africa's low-carbon transition, systematically stimulate local scientific and technological innovation, and establish a new, replicable, and scalable model for green transportation development in Africa.

According to the memorandum of cooperation, the two parties will establish a full-chain cooperation system centered on "strategic guidance, technological empowerment, innovation incubation, and market implementation" to address the actual needs of the African market. TAILG will participate deeply as a partner in the construction of the Green Technology Center, providing top-level strategic guidance for the development of Africa's green mobility industry and establishing a regular mechanism for international industrial exchange and collaborative cooperation.

At the same time, the parties will jointly launch a series of specialized initiatives, including a green mobility innovation challenge, technical exchanges, and startup incubation. Leveraging TAILG's core technological expertise in electric two- and three-wheeled vehicle technology, full-lifecycle battery management, and smart charging and battery-swapping infrastructure—as well as its global supply chain network—the partnership will provide full-cycle support for local green mobility innovation solutions in Africa, covering technology iteration, scenario testing, pilot validation, and commercial deployment. The two parties will establish a regular communication and coordination mechanism to coordinate resource allocation, manage project risks, and resolve implementation bottlenecks, ensuring that all cooperative outcomes are efficiently implemented and delivered on schedule.

In terms of industrial ecosystem collaboration, TAILG's strategic partner, Sunwoda Depower Energy, will provide support for batteries and energy storage systems, and will work with TAILG to advance the development of standards for integrated solar-storage-charging-swapping solutions, battery recycling, and battery passports.

As a partner in the UNDP's Green Mobility initiative, TAILG possesses strong global industrial capabilities, with an annual production capacity exceeding 15 million units. Its products and services reach more than 70 countries and regions worldwide, and the company has established seven R&D and manufacturing bases. TAILG boasts a comprehensive industrial capability spanning core R&D, smart manufacturing, system integration, and global operations and maintenance, providing robust technical, production, and supply chain support for the implementation of green projects overseas.

TAILG President Michael Yao stated: "Innovative development in green transportation must always adhere to the three principles of practicality, inclusivity, and localization. This strategic partnership with United Nations Development Programme marks an important milestone in TAILG's global growth and sustainable development journey. In the future, TAILG will leverage its new energy two-wheeler technology to jointly advance green mobility, gasoline-to-electric conversion, and carbon reduction projects in Africa. Through concrete actions, we will implement the Sustainable Development Goals, share China's low-carbon transportation solutions, and jointly promote the long-term development of the region's green economy. Through continuous technological innovation and industrial practice, we will protect the ecological environment, contribute to global sustainable development, and help the Earth go further."

TAILG President Michael Yao This strategic partnership represents a key move by TAILG to put global sustainability principles into practice and deepen its presence in the green mobility market. In the future, TAILG will continue to collaborate with authoritative United Nations agencies and local partners around the world. With cutting-edge technology, exceptional products, and the ability to co-build ecosystems at its core, TAILG will continue to drive the widespread adoption, localization, and industrialization of green electric mobility. By harnessing the momentum of green transportation to fuel regional green economic growth, TAILG will continue to contribute to global dual carbon goals and sustainable development efforts.

Media Contact

Alex Yan

brand@tailg.com.cn

www.tailg.com

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Falconstar获IPO招股书回执

重要性1/5 低

小型资本池公司拟议融资与KMEM无直接关联，且尚未完成发行和上市。

标签

标的：`KMEM`来源：CNW Group发布日期：2026-07-11重要性：1/5 低评级理由：小型资本池公司拟议融资与KMEM无直接关联，且尚未完成发行和上市。评级依据：直接标的相关性弱, 事实密度有限, 执行不确定性原文字数：1031

中文摘要

核心结论

Falconstar Ventures获得加拿大不列颠哥伦比亚省证券监管机构对最终招股书的回执，拟以每股0.10加元发行300万股，募集30万加元。公司是尚未开展商业运营的资本池公司，发行和上市仍受多项条件约束。

重要性评级

评级：1/5（低）

该公司融资规模很小，且与输入标的KMEM不存在原文披露的关联；新闻稿本身也强调高度投机性和未完成风险。

关键事实

• 发布：美东时间 07/10 23:00（UTC+8 07/11 11:00）。
• Falconstar于07/10（未给出具体时刻）获得最终招股书回执，覆盖不列颠哥伦比亚、阿尔伯塔和安大略省。
• 拟进行首次公开募股，以每股0.10加元发行300万股，目标募集30万加元。
• Haywood Securities担任代理商；可获至多30万份认股权证，数量为售出股份的10%，自上市起60个月内可按发行价行权。
• 多伦多创业板拟上市代码为FSTV.P，但仍须完成发行及满足交易所所有条件。
• 公司按资本池公司规则运作，尚未开始商业经营，除现金外无资产；在完成合格交易前仅可寻找和评估潜在业务或资产。

作者观点与证据

这是公司发布的监管与融资进展公告，核心事实为招股书回执和拟议条款。完成发行、获得最终交易所批准和未来合格交易均为前瞻性事项；公告明确表示无法保证发行完成。

与相关标的的关系

原文没有提及KMEM或其他输入相关公司，因此对当前标的没有直接传导路径。

时效性与限制

发布于美东时间 07/10 23:00（UTC+8 07/11 11:00）。内容来自付费新闻稿，且公司没有经营资产和收入；应以SEDAR+（加拿大电子披露系统）最终文件及交易所公告核验。

后续跟踪

• 多伦多创业板的最终上市批准与实际发行完成情况。
• 实际募集金额、认股权证行使条件和现金余额。
• 公司披露的首项合格交易目标及尽调材料。

英文原文

FALCONSTAR VENTURES INC. OBTAINS RECEIPT FOR FINAL PROSPECTUS FOR INITIAL PUBLIC OFFERING, FINAL PROSPECTUS ACCESSIBLE ON SEDAR+

This is a paid press release. Contact the press release distributor directly with any inquiries.

FALCONSTAR VENTURES INC. OBTAINS RECEIPT FOR FINAL PROSPECTUS FOR INITIAL PUBLIC OFFERING, FINAL PROSPECTUS ACCESSIBLE ON SEDAR+

CNW Group

Sat, July 11, 2026 at 11:00 AM GMT+8 4 min read

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT./

VANCOUVER, BC, July 10, 2026 /CNW/ - Falconstar Ventures Inc. (the " Corporation "), a capital pool company (" CPC ") pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the " TSXV "), is pleased to announce that it has obtained a receipt from the British Columbia Securities Commission, as principal regulator, for its final prospectus dated July 10, 2026 (the " Prospectus ") in connection with its initial public offering (the " IPO ") in the provinces of British Columbia, Alberta and Ontario.

Under the IPO, the Corporation intends to raise $300,000 through the issuance of 3,000,000 common shares of the Corporation (each, a " Common Share ") at a price of $0.10 per Common Share (the " Offering Price ").

The IPO is being led by Haywood Securities Inc. (the " Agent ") on a commercially reasonable efforts basis pursuant to an agency agreement dated July 10, 2026 (the " Agency Agreement "). In accordance with the terms of the Agency Agreement, the Agent will be paid a cash commission and granted non-transferable warrants (the " Agent's Warrants ") to purchase up to 300,000 Common Shares, equal to 10% of the Common Shares sold pursuant to the IPO, at the Offering Price, exercisable for a period of 60 months from the date the Corporation's Common Shares are listed on the TSXV.

Access to the Prospectus and any amendment is provided in accordance with securities legislation relating to procedures for providing access to a prospectus and any amendment thereto. Delivery of the Prospectus and any amendment will be satisfied in accordance with the "access equals delivery" provisions of applicable securities legislation.

The Prospectus is accessible on SEDAR+ at www.sedarplus.ca under the Corporation's issuer profile. An electronic or paper copy of the Prospectus and any amendment may be obtained, without charge, from the Agent by email at ecm@haywood.com by providing the Agent with an email address or address, as applicable. The Prospectus contains important, detailed information about the Corporation and the IPO. Prospective investors should read the Prospectus before making an investment decision.

Story Continues

The TSXV has conditionally approved the listing of the Common Shares under the symbol "FSTV.P". Listing of the Common Shares is subject to fulfilment by the Corporation of all of the listing requirements of the TSXV, including completion of the IPO.

About Falconstar Ventures Inc.

Falconstar Ventures Inc. is a CPC pursuant to Policy 2.4 of the TSXV. The Corporation has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated by the TSXV's Capital Pool Company policy, until completion of its Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a Qualifying Transaction.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the IPO is subject to a number of conditions, including but not limited to the receipt of requisite regulatory approvals, including the final approval of the Exchange. There can be no assurance that the IPO will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Prospectus, any information released or received with respect to the IPO may not be accurate or complete and should not be relied upon. Investment in the securities of a CPC should be considered highly speculative.

On behalf of the Board of Directors

"Giovanni Gasbarro"

Giovanni Gasbarro, Director

Forward-Looking Statements

This release includes forward-looking statements regarding the Corporation, which may include, but is not limited to, statements with respect to the completion of the IPO, the terms and timing on which the IPO is intended to be completed, the ability to obtain regulatory approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes", "estimates" or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the Corporation's management. The forward-looking events and circumstances discussed in this release, including completion of the IPO and obtaining final approval of the TSXV, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Corporation, including the risk that the Corporation may not obtain all requisite approvals for the IPO, including the approval of the TSXV, failure to obtain regulatory approvals, economic factors, timing of the IPO, the equity markets generally and risks associated with CPCs. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Cision View original content: http://www.newswire.ca/en/releases/archive/July2026/10/c1516.html

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新印战略伙伴关系涵盖防务

重要性1/5 低

具备区域政策时效，但没有标的、行业订单或可量化财务关联。

标签

标的：`KMEM`来源：AFP发布日期：2026-07-11重要性：1/5 低评级理由：具备区域政策时效，但没有标的、行业订单或可量化财务关联。评级依据：时效性, 直接标的相关性弱, 宏观背景属性原文字数：575

中文摘要

核心结论

新西兰与印度在莫迪访问奥克兰期间宣布建立战略伙伴关系，涵盖防务、海军演习、贸易和科技合作。报道将这一动作置于印度加强太平洋参与、地区对中国近期导弹试射感到不安的背景下，但未给出新增贸易或防务承诺的金额。

重要性评级

评级：1/5（低）

这是新近地缘政治事实，但文章没有涉及输入标的KMEM或可量化的市场传导数据。

关键事实

• 发布：美东时间 07/10 22:56（UTC+8 07/11 10:56）。
• 新西兰总理克里斯托弗·拉克森与印度总理纳伦德拉·莫迪在奥克兰宣布战略伙伴关系。
• 双方联合声明称合作包括国防与安全、海军演习、贸易、外交、文化、体育和科学，并共同支持“自由、开放、和平、繁荣的印太”。
• 莫迪07/06至07/11（未给出具体时刻）的行程此前已到访印度尼西亚和澳大利亚；这是40年来印度总理首次访问新西兰。
• 两国于04月（未给出具体时刻）签署自由贸易协定，仍待新西兰议会批准。
• 文中提及中国于07/06（未给出具体时刻）向太平洋试射弹道导弹，以及新西兰国内围绕协定移民与签证条款的争议。

作者观点与证据

法新社以官方声明、两国领导人表态和访问背景为基础，强调区域安全与经济联系同步加强。战略伙伴关系的具体执行、预算和贸易效果尚未披露；文中对地区动机的描述属于新闻背景归纳。

与相关标的的关系

KMEM为唯一输入标签，原文没有提及该标的、相关企业或资产价格，适合作为宏观背景而非公司事件。

时效性与限制

报道发布于美东时间 07/10 22:56（UTC+8 07/11 10:56）。信息具时效性，但缺少协议文本、项目清单和经济量化指标，且国内政治争议可能影响自由贸易协定审批进程。

后续跟踪

• 自由贸易协定在新西兰议会的审批进度。
• 新印防务合作与海军演习的具体安排。
• 双方披露的贸易、投资和科技合作项目。
• 印太安全局势对政策议程的影响。

英文原文

New Zealand, India form

New Zealand, India form 'strategic partnership'

AFP

Sat, July 11, 2026 at 10:56 AM GMT+8 3 min read

India's Prime Minister Narendra Modi was welcomed with a traditional Maori challenge at Government House in Auckland (BRUCE MACKAY) New Zealand and India announced Saturday a "strategic partnership" including in defence and security, during a landmark visit by Prime Minister Narendra Modi.

Prime Minister Christopher Luxon feted his guest with an indigenous Maori welcome and guard of honour, seeking to expand relations after signing a free-trade pact in April that he has touted as an economic boon.

Modi's visit, at the tail end of a July 6-11 tour that has also taken him to Indonesia and Australia, comes shortly after China test-fired a ballistic missile into the Pacific Ocean on Monday, stirring unease in the region.

It is the first visit to New Zealand by an Indian prime minister in 40 years, a sign of Delhi's deeper engagement at a time of strengthened Chinese diplomatic and military sway in the Pacific.

India and New Zealand's partnership will provide "framework and breadth", Luxon said while hosting Modi at Government House in Auckland.

Modi described it as a milestone that would inspire "greater energy and confidence", telling the New Zealand leader: "Our firm belief in democratic values makes us natural partners."

The pact encompasses tighter defence cooperation, including with naval exercises, as well as stronger ties in trade, diplomacy, culture, sport and science, the two countries said in a joint statement.

Their nations have a shared interest in a "free, open, peaceful and prosperous Indo-Pacific", they said.

• 'Outright racism' -

The big event for the Indian leader's visit is expected to be his starring role before as many as 10,000 supporters from the country's 300,000-strong Indian diaspora at a community event in Auckland's Spark Arena.

Two days earlier, a similar event in Melbourne, Australia, attracted nearly 30,000 adoring Modi fans.

Luxon, who faces New Zealand general elections in November, has been promoting the jobs and economic benefits of the free trade deal with India, which is awaiting parliamentary approval.

But the trade agreement has faced a pushback from some quarters in New Zealand, in particular over its provisions for easier immigration and visa access to Indian students and workers.

Lawmakers in the populist New Zealand First party, part of Luxon's governing coalition, railed against parts of the agreement.

"I don't care how much criticism we get, I am just never going to agree with a butter chicken tsunami coming to New Zealand," government minister Shane Jones told a local radio show.

An Indian community leader accused Jones of "outright racism".

A prominent evangelical preacher went further when he heard Indian leader Modi would soon be arriving on New Zealand's shores.

Story Continues

• 'Winning partnership' -

Self-proclaimed "apostle" Brian Tamaki accused Modi of vilifying Christians in India -- and suggested New Zealanders should retaliate in kind.

"Let's purge New Zealand of Hindus, Sikhs and Muslims," Tamaki said on Instagram.

"While we're at it, if they're burning churches down, why don't we burn mosques and their temples down? Tit for tat," he said, in comments condemned by New Zealand's race relations commissioner as "utterly appalling".

Luxon has been promoting a welcoming image for Modi's visit.

"This visit is about celebrating a winning partnership between New Zealand and India -- one that delivers for our people and supports greater prosperity and security for both our countries," he said.

bes/djw/tc

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美股财报周前的芯片观察

重要性3/5 中

与NVDA及半导体财报窗口直接相关，但仅有导语，缺少支撑数据。

标签

标的：`NVDA`, `SPCX`来源：Investor's Business Daily发布日期：2026-07-11重要性：3/5 中评级理由：与NVDA及半导体财报窗口直接相关，但仅有导语，缺少支撑数据。评级依据：财报季时效性, NVDA直接相关, 行业链条相关, 正文缺失原文字数：87

中文摘要

核心结论

文章称市场改善背景下，台积电、高盛和通用电气航空航天即将发布业绩，并将英伟达、美光、闪迪和Robinhood列为值得关注的股票。原始内容止于导语，无法获得具体业绩预期或技术面证据。

重要性评级

评级：3/5（中）。NVDA为输入直接标的，且台积电与半导体财报窗口具有行业相关性；文章缺少完整正文，实际证据有限。

关键事实

• 导语称台积电、高盛和通用电气航空航天有重要业绩待发布。
• 文中将NVDA、美光、闪迪及Robinhood列为观察对象。
• 原始提取内容在“继续阅读”处结束。
• 标题涉及道琼斯期货，但未给出期货价格、市场数据或经济事件日程。

作者观点与证据

作者以市场技术面和临近财报为框架，但没有可见的价位、成交量、盈利预测、财报日期或公司指引支持。

与相关标的的关系

NVDA为直接相关标的；台积电为其重要制造链条公司，美光与闪迪反映半导体及存储器行业背景。SPCX也被列为输入标的，但正文没有展开。

时效性与限制

发表于美东时间 07/10 22:39（UTC+8 07/11 10:39）。可提示下一轮财报关注方向；正文缺失，不能将标题中的“市场准备就绪”视为已验证的市场判断。

后续跟踪

• 台积电、NVDA、美光和闪迪的业绩日期与指引。
• 半导体需求、库存和资本开支数据。
• 美国股指期货和市场广度的实际变动。

英文原文

Dow Jones Futures: Watch Nvidia, Micron, Sandisk, Robinhood As Market Sets Up; Big Earnings Due

Dow Jones Futures: Watch Nvidia, Micron, Sandisk, Robinhood As Market Sets Up; Big Earnings Due

Dow Jones Futures: Watch Nvidia, Micron, Sandisk, Robinhood As Market Sets Up; Big Earnings Due · Investor's Business Daily

ED CARSON

Sat, July 11, 2026 at 10:39 AM GMT+8 5 min read

• SPCX

-4.51%

• ^DJI

+0.29%

• ^GSPC

+0.42%

• NVDA

+4.03%

• MU

-1.24%

Taiwan Semi, Goldman and GE Aerospace are big earnings due with the market improving. Nvidia, Sandisk, Micron, Robinhood are near buy points.

Continue Reading

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私募信贷瞄准401(k)资金池

重要性2/5 中低

另类资产行业信息较完整，但与输入直接标的NVDA无业务关系。

标签

标的：`NVDA`来源：Motley Fool发布日期：2026-07-11重要性：2/5 中低评级理由：另类资产行业信息较完整，但与输入直接标的NVDA无业务关系。评级依据：行业背景材料, NVDA关联弱, 包含管理资产数据, 政策落地证据不足原文字数：1150

中文摘要

核心结论

文章认为，若私募信贷进入规模约14万亿美元的401(k)退休计划市场，黑石、阿波罗和KKR等另类资产管理人可能受益于管理费与产品扩张。流动性不足、信用风险和利率压力仍是该资产类别的核心限制。

重要性评级

评级：2/5（中低）。文章聚焦BX、APO和KKR，输入标的NVDA只是页面行情关联，并无实质业务联系；对另类资产行业有背景价值。

关键事实

• 文中估计401(k)市场资产规模约14万亿美元。
• 私募信贷通常投资未上市企业的股权和债务，流动性低于公开股票和债券市场。
• 黑石截至2026年一季度管理资产1.3万亿美元，机构和保险客户占其私募信贷业务75%。
• 黑石非投资级策略过去20年跨信用周期年化回报为9.4%。
• 阿波罗截至一季度管理资产略超1万亿美元，并拥有退休服务业务Athene。
• KKR截至一季度管理资产约7,600亿美元，其一季度资金流入环比翻倍。

作者观点与证据

作者将潜在退休计划渠道与大型管理人的管理资产、保险及退休业务联系起来。私募信贷进入401(k)的具体政策、产品准入和资金规模未给出正式监管进展，因而仍是前瞻叙事。

与相关标的的关系

BX、APO和KKR为直接相关公司；NVDA只出现在文章的行情栏和广告语中，正文没有提出业务关联。

时效性与限制

发表于美东时间 07/10 22:35（UTC+8 07/11 10:35）。适合另类资产背景阅读；文章含推荐式表述，且没有引用401(k)准入政策文件或产品落地数据。

后续跟踪

• 美国退休计划相关监管及受托责任指引。
• 私募信贷产品在退休计划中的实际推出情况。
• BX、APO和KKR的资金流入、违约率和流动性安排。

英文原文

Private Credit Is Coming to 401(k) Plans. These Are the Alternative Asset Managers Set to Cash In.

Private Credit Is Coming to 401(k) Plans. These Are the Alternative Asset Managers Set to Cash In.

Reuben Gregg Brewer, The Motley Fool

Sat, July 11, 2026 at 10:35 AM GMT+8 5 min read

• BX

+0.77%

• APO

+0.42%

• NVDA

+4.03%

Private credit sounds fancy, but it really isn't. Essentially, private credit businesses invest in the equity and debt of non-traded businesses. It's roughly similar to what happens in the public stock and bond markets, just without the liquidity that public markets offer. That said, there are material risks for investors to consider before making a private credit investment.

That's going to be increasingly important because private credit investments are likely heading to a 401(k) near you. Here's what to think about before investing in private credit, and a way to profit from the increased availability that doesn't require you to buy a private credit fund. (Hint: Blackstone (NYSE: BX), Apollo Global Management (NYSE: APO), and KKR (NYSE: KKR) all manage private equity investments.)

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Are higher potential returns worth the very real increase in risk?

Private credit invests in businesses that, for whatever reason, are not seeking funding in the public market. Often, the reason is that the company is too small or not profitable enough to tap the capital markets. Investing in early stage companies can offer higher long-term returns. But not every early stage company becomes a winner, and many fall by the wayside.

One particularly troubling issue to consider is the lack of liquidity in private credit markets. When a business is troubled, there may be nobody willing to buy its securities. Those who have invested in it simply end up with nothing. Moreover, during recessions and periods of rising interest rates, some private credit investments can struggle to cover interest payments.

Those are just some of the reasons why private credit has long been the purview of high-net-worth investors and institutions. Small investors who can't afford to risk their capital should think twice before making private credit investments, even if they are available in a 401(k) . But many investors are likely to do so, anyway, noting that the 401(k) market is home to $14 trillion in assets, by some estimates. That will have a huge impact on companies that manage private credit funds.

Three options to consider in private credit

Three ways to invest in the private credit space without actually investing in a private credit fund are Blackstone, Apollo Global Management, and KKR. Each of these companies manages money on behalf of others, generating investment fees, with a material portion of their businesses devoted to private credit.

Story Continues

Blackstone is particularly well-positioned because of its long and successful history in private credit. The company's non-investment-grade strategies have returned 9.4% on an annualized basis through multiple credit cycles over the past 20 years. As of the first quarter of 2026, institutional investors and insurance companies accounted for 75% of Blackstone's private credit business, providing a strong foundation for growth as it opens up the platform to other investors. The company boasts over 90 investment strategies, ranging from non-investment-grade to investment-grade, enabling it to offer products that will appeal to a broad range of customers. At the end of the first quarter, the company had $1.3 trillion in assets under management.

Apollo is another well-respected company in the private credit space. The company's asset management operation is complemented by its retirement services business (Athene), which sells products such as annuities. The company's retirement services business typically focuses on investment-grade assets. That provides a strong foundation for the business as it looks to expand into the 401(k) market, with annuity products potentially helping build trust in the more aggressive investment options it offers. At the end of the first quarter, Apollo had just over $1 trillion in assets under management. Notably, Apollo has been working to increase the transparency of the private credit sector. That, too, should help build trust not just for Apollo, but for the entire industry as it enters a potential new growth phase.

KKR is smaller than Blackstone and Apollo, with roughly $760 billion in assets under management at the end of the first quarter. Like Apollo, KKR has an insurance and retirement business (Global Atlantic), which provides a solid foundation and an opportunity to build customer relationships. The company's investments are roughly evenly split between private equity, real estate, and private credit, diversification that could help smooth out its financial results over time. Notably, while the media has been filled with concerns around private credit, KKR's inflows doubled quarter over quarter in the first quarter. That suggests that investors are, indeed, looking to well-respected companies with long histories in the private capital markets as they invest in the space.

An alternative to a private credit investment in your 401(k)

For many, adding private credit to a 401(k) account may be a step beyond the comfort zone. That's not unreasonable. However, that doesn't mean you can't invest in the private credit sector's growth opportunity within the 401(k) market. Companies like Blackstone, Apollo, and KKR are strong options. Given their already large businesses and stature in the private credit market, now, before the 401(k) market cracks open, could be the time for a deep dive.

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Private Credit Is Coming to 401(k) Plans. These Are the Alternative Asset Managers Set to Cash In. was originally published by The Motley Fool

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Meta未拆股与控制权结构

重要性2/5 中低

涉及META及大型科技股治理，但没有新的公司动作，主要是历史回顾与市场猜测。

标签

标的：`GOOG`, `MSFT`, `NVDA`来源：TheStreet发布日期：2026-07-11重要性：2/5 中低评级理由：涉及META及大型科技股治理，但没有新的公司动作，主要是历史回顾与市场猜测。评级依据：时效性一般, META直接相关, 证据以历史事实为主, 缺少正式公司文件原文字数：794

中文摘要

核心结论

文章认为，Meta（社交媒体与广告平台公司，META）至今未拆股，管理层也未释放2026年拆股信号；当前治理重点是人工智能投入与扎克伯格的投票控制权，而非调整每股价格。

重要性评级

评级：2/5（中低）。这是Meta股本结构的背景材料，涉及大型科技股，但没有新增公司决议或监管文件。

关键事实

• Meta自2012年05/18首次公开募股以来从未拆股；首次公开募股价为38美元。
• 2016年Facebook曾获批向A、B类股股东派发两股无投票权C类股，相关诉讼后于2017年放弃。
• META在07/10收于669.21美元，文章计算其较首次公开募股价上涨逾17倍；同期标普500指数约上涨近5倍。
• 英伟达（图形处理器公司，NVDA）于2024年进行1拆10，股价约由1,000美元降至100美元。
• Meta一季度已将2026年资本开支指引上调至1,250亿至1,450亿美元。
• 扎克伯格持有约13%的流通股，却控制约99.7%的B类股及约61%的总投票权。

作者观点与证据

作者把无拆股与碎股交易普及、拆股对内在价值影响有限及控制权安排联系起来。关于未来拆股，文中只有市场猜测，缺少董事会、管理层或监管披露支持。

与相关标的的关系

META是直接相关标的；AAPL、NVDA、GOOG、MSFT、AMZN和TSLA被用作“七巨头”拆股及股价比较参照，未构成这些公司的新事实。

时效性与限制

发表于美东时间 07/10 21:47（UTC+8 07/11 09:47）。可作为Meta治理与资本开支背景引用；文章为媒体解读，未提供拆股提案或公司最新表态原件。

后续跟踪

• Meta董事会或管理层对股本结构的正式表态。
• 2026年资本开支实际执行额。
• A、B类股投票权结构及潜在治理文件变化。

英文原文

Has Meta ever had a stock split? What sets this ‘Mag 7’ stock apart

Has Meta ever had a stock split? What sets this ‘Mag 7’ stock apart

Has Meta ever had a stock split? What sets this ‘Mag 7’ stock apart · TheStreet

Laura Rodini

Sat, July 11, 2026 at 9:47 AM GMT+8 3 min read

• META

+5.97%

• NVDA

+4.03%

• AAPL

-0.28%

• GOOGL

-0.48%

• MSFT

+0.19%

Meta Platforms has a lot in common with its "Magnificent 7" brethren. Like Nvidia , Apple , Alphabet , Microsoft , Amazon , and Tesla , Meta is a technology giant with a market capitalization exceeding $1 trillion. Its stock has dramatically outperformed the broader S&P 500 over the past decade, and the company is investing heavily in artificial intelligence ( AI ).

But one key difference sets Meta apart.

Unlike every other member of the Mag 7, Meta has never executed a stock split . Here's why — and whether there's any truth to the speculation that one could happen in 2026.

Why hasn't Meta conducted a stock split?

Since its initial public offering ( IPO ) on May 18, 2012, Meta (formerly known as Facebook) has never split its stock.

A stock split increases a company's total number of outstanding shares while proportionally reducing the price of each share. For instance, in a 2-for-1 stock split, investors receive two shares for every one they own, but, at the same time, the price per share is halved.

Companies typically execute stock splits to make their shares more affordable — because 10 or 20 years ago, a retail investor wasn't able to buy fractional shares . High share prices effectively put many stocks out of reach for smaller investors.

But the advent of commission-free brokerages like Robinhood and Charles Schwab put the ball in investors' court. Today, they can purchase tiny slices of even the most expensive stocks, making stock splits less common — and largely irrelevant.

Now, companies generally split their stock for symbolic reasons, such as to signal management's confidence in the company's future.

Companies also conduct splits when share prices are considered "high," around the $1,000 threshold, to boost trading volume and liquidity , even though the stock's underlying value remains unchanged. For example, Nvidia completed a 10-for-1 stock split in 2024. This lowered its share price from roughly $1,000 to about $100 and made the stock appear more accessible to individual investors .

But there's another reason a company may choose to complete a stock split — and this is something Meta has done, or at least tried to do: Maintain voting power. In 2016, Facebook shareholders actually approved a corporate action to issue a one-time stock dividend of two non-voting Class C shares for every Class A and Class B share. This would have kept voting rights with the original Class A and B shareholders and would have allowed CEO Mark Zuckerberg to preserve his voting power while donating much of his stake to his charities. However, after shareholder litigation challenged the proposal, Facebook abandoned the plan in 2017 .

Story Continues

Meta's stock price performance

Meta went public in 2012 with its IPO price set at $38. The stock closed on July 10, 2026, at $669.21, representing a more than 17-fold increase. That suggested a $10,000 investment at its IPO and held in 2026 would have been $176,000. By comparison, the S&P 500 Index had an almost fivefold gain in the same period.

Will Meta split shares in the future?

At least once a year in recent memory, analysts drum up speculation that Meta will soon split its shares, citing its mid-to-high triple-digit trading price as a reason.

Some noted that Meta has traded in roughly the same price range as Apple, Nvidia, and Tesla did when they split their shares.

Meta's management, however, has given little indication that a stock split is under consideration. Instead, executives remain laser-focused on the company's aggressive AI plans.

More on tech stocks :

• Nvidia's stock split history: Everything you need to know

• AMD's stock buybacks explained: History, balance & outlook

• Does Intel pay dividends? History & future prospects explained

During its latest earnings call on its first-quarter 2026 performance, Meta raised its 2026 capital expenditure guidance to $125 billion to $145 billion, which emphasized its long-term AI ambitions over its share structure.

Zuckerberg himself seems to have little incentive to split Meta's stock. Although he owns only about 13% of the company's outstanding shares, he controls roughly 99.7% of its Class B shares, giving him 61% of Meta's total voting power — and effective control over the company.

This story was originally published by TheStreet on Jul 10, 2026, where it first appeared in the Investing section. Add TheStreet as a Preferred Source by clicking here.

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Palantir质疑封闭模型收费

重要性3/5 中

NVDA合作与企业人工智能成本模式有关，但关键论据多来自管理层立场和二手报道。

标签

标的：`NVDA`来源：24/7 Wall St.发布日期：2026-07-11重要性：3/5 中评级理由：NVDA合作与企业人工智能成本模式有关，但关键论据多来自管理层立场和二手报道。评级依据：发布新近, NVDA合作直接相关, 包含业绩数据, 观点与二手证据占比较高原文字数：907

中文摘要

核心结论

Palantir首席执行官卡普批评OpenAI与Anthropic按令牌收费的模式，称企业客户更重视投资回报、算力与数据控制权。文章以Palantir高增长和与英伟达合作为佐证，但公司估值及观点均存在明显争议。

重要性评级

评级：3/5（中）。NVDA与Palantir扩大定制政府人工智能模型合作直接相关；有关OpenAI、Anthropic与Uber成本的说法多为管理层或媒体转述。

关键事实

• 卡普在07/01接受美国消费者新闻与商业频道采访时批评OpenAI与Anthropic的令牌收费模式。
• Palantir称已扩大与NVDA合作，为美国政府机构建设定制模型。
• Palantir 2026财年一季度收入16.3亿美元，同比增长84.7%；美国商业收入5.95亿美元，同比增长133%。
• 调整后经营利润率由44%升至60%，管理层将全年收入增速指引上调至71%。
• 文章称Uber对每个代理式编程工具员工设定每月1,500美元支出上限，原因是4个月内耗尽人工智能预算。
• PLTR在07/10收于126.79美元，年初至今下跌28.67%，远期市盈率约91倍；其美国商业剩余交易价值为49.2亿美元，同比增长112%。

作者观点与证据

作者支持卡普的“主权人工智能”叙事，并以增长、利润率及客户控制权为证据。令牌成本、Uber预算和客户偏好缺少原始合同或完整支出数据；文章也夹杂赞助内容。

与相关标的的关系

NVDA是Palantir定制政府模型合作方，直接关联其企业和政府人工智能部署；PLTR为主要叙事对象，UBER被用于成本控制案例。

时效性与限制

发表于美东时间 07/10 21:29（UTC+8 07/11 09:29）。适合跟踪企业人工智能变现模式与NVDA生态；卡普评论发生于07/01，且新闻包含公司管理层立场和赞助信息。

后续跟踪

• Palantir与NVDA合作的订单和政府部署规模。
• 企业人工智能令牌支出与合同定价模式。
• Palantir收入增速、剩余交易价值和估值变化。

英文原文

Palantir CEO: “Something Has Gone Completely Wrong” With OpenAI and Anthropic

Palantir CEO: “Something Has Gone Completely Wrong” With OpenAI and Anthropic

Gerelyn Terzo

Sat, July 11, 2026 at 9:29 AM GMT+8 4 min read

• PLTR -1.74%

• NVDA +4.03%

• UBER +0.26%

Quick Read

• Karp slammed OpenAI and Anthropic's token model as broken while PLTR posted 85% revenue growth and raised full-year guidance to 71%.

• Palantir expanded its NVDA partnership for custom government AI models as enterprises like UBER push back on runaway token costs.

• Despite explosive growth, PLTR trades at 91x forward earnings and is down 29% YTD, with Michael Burry holding puts on 5 million shares.

• This lithium producer surpassed a $1B private valuation, joining some of America's most powerful startups. Now you can invest in EnergyX alongside global giants like General Motors, but only through July 16. (sponsor)

Palantir CEO Alex Karp used a July 1 appearance on CNBC's Squawk Box to criticize the closed-model AI economy. He told viewers that when it comes to OpenAI and Anthropic, all is not well inside the AI boom. "I'm not throwing shade at them, but something has gone completely wrong." Shares of Palantir ( NASDAQ:PLTR ) rose 8% that day as Karp reframed the AI debate around token economics and data ownership.

2015 Getty Images / Getty Images News via Getty Images

The Quote That Moved the Stock

Karp's argument was that businesses are exhausted by paying for tokens. As he put it: "The basic view among enterprises in this country is I'm going to chillax and waste my time with tokens." According to CNBC's Samantha Subin, Karp took aim at the token model used by OpenAI and Anthropic as AI costs skyrocket. He further argued customers are shifting away from "tokenmaxxing" toward ROI and open-weight models that deliver similar work at a fraction of the cost.

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Ahead of the interview, Palantir posted a 9-point "AI sovereignty" manifesto on X. Earlier that week, the company expanded its partnership with Nvidia (Nasdaq: NVDA) to build custom models for U.S. government agencies. Karp's framing of that alliance was revealing: "What aligns me with Nvidia, and I think is what the technical customers want, which is control over their compute, their models, their data stack and their alpha. They want to know they own the means of production. It's not being transferred to someone else."

Story Continues

The Numbers Backing the Swagger

Karp speaks from strength. Palantir's Q1 FY2026 report showed record revenue of $1.63 billion, up 84.7% year over year, the highest growth rate in company history. U.S. commercial revenue jumped 133% to $595 million, and adjusted operating margin expanded to 60% from 44%. Karp put it this way on the call: "Palantir's Rule of 40 score has soared to 145%. We have shattered the metric, a feat matched only by other fellow AI infrastructure companies: NVIDIA, Micron and SK hynix." Management raised annual revenue guidance to 71% growth, 10 points ahead of the prior quarter's forecast. Shares of NVIDIA ( NASDAQ:NVDA ), Karp's partner in the sovereignty pitch, are up 13.1% year to date.

Token-cost fatigue is showing across businesses: Uber ( NYSE:UBER ) has reportedly capped employee spending at $1,500 per month for each agentic coding tool, including Claude Code and Cursor, after blowing through its AI budget in four months. For readers tracking the picks-and-shovels layer of this shift, our team's AI infrastructure research maps the suppliers benefiting most.

The Disconnect and the Bear Case

Palantir shares closed at $126.79 on July 10. The stock is down 28.67% year to date, even as operations accelerate. The stock trades at a forward P/E near 91, and Michael Burry's Scion Asset Management disclosed a new put position tied to 5,000,000 Palantir shares in its Q3 2025 13F filed November 3, 2025, an underlying notional of about $912 million. 13Fs don't disclose strikes, expirations, or whether the position is still open.

What to watch: whether the "own the means of production" pitch keeps pulling U.S. commercial customers. Palantir's U.S. commercial remaining deal value (RDV), a measure of contracted business still left to recognize, reached $4.92 billion in the latest quarter, up 112% from a year earlier.

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Contact editorial@247wallst.com for any questions or corrections.

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WD-40季度业绩超预期

重要性2/5 中低

业绩和指引数据明确，但与输入直接标的NVDA无实质关系。

标签

标的：`NVDA`来源：Motley Fool发布日期：2026-07-11重要性：2/5 中低评级理由：业绩和指引数据明确，但与输入直接标的NVDA无实质关系。评级依据：新近财报事件, 事实密度较高, NVDA关联弱, 评论来源缺少原始财报链接原文字数：525

中文摘要

核心结论

WD-40第三财季收入、利润和全年指引均上调，市场在当日推高其股价。业绩改善来自销量、渠道、电商、促销及高端产品结构，属于WD-40自身经营事件。

重要性评级

评级：2/5（中低）。WDFC业绩数据完整，但输入标的NVDA仅出现在行情栏，没有直接业务或行业传导关系。

关键事实

• WD-40截至05/31的2026财年第三季度净销售额同比增长24%至1.95亿美元。
• 美洲、亚太、欧洲印度中东非洲区域销售分别增长29%、24%和17%。
• 毛利率由56.2%升至56.6%，营业利润增长47%至4,030万美元。
• 调整后净利润增长50%至3,150万美元，即每股2.33美元，高于市场预期的1.56美元。
• 公司停止寻求出售美洲家庭护理与清洁品牌，并上调全年指引。
• 新指引为销售额增长10%至12%，即6.75亿至6.90亿美元；调整后每股收益增长6%至11%，即6.05至6.35美元。

作者观点与证据

作者将股价上涨归因于大幅超预期利润和上调指引，数值由公司季度业绩支撑。促销、高端产品和渠道扩张能否持续，文中没有提供后续订单或成本数据。

与相关标的的关系

WDFC为直接对象；NVDA仅出现在行情信息中，正文没有披露两家公司业务联系。

时效性与限制

发表于美东时间 07/10 21:20（UTC+8 07/11 09:20）。适合记录WDFC单季基本面变化；来源为评论文章，未附财报原文、估值或未来需求压力分析。

后续跟踪

• 各区域销售与电商增长能否延续。
• 高端产品对毛利率的贡献。
• 全年销售和每股收益指引的兑现情况。

英文原文

Why WD-40 Stock Popped Today

Why WD-40 Stock Popped Today

Joe Tenebruso, The Motley Fool

Sat, July 11, 2026 at 9:20 AM GMT+8 2 min read

• WDFC

+10.65%

• NVDA

+4.03%

Shares of WD-40 (NASDAQ: WDFC) spiked on Friday after the household and industrial products maker delivered profits that handily exceeded investors' expectations.

Image source: Getty Images. Missed Nvidia in 2009? This Rare Signal Is Flashing Again. In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. For the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. Continue »

Strong revenue and earnings growth

WD-40's net sales jumped 24% to $195 million in its fiscal 2026 third quarter, which ended on May 31.

The gains were broad-based. Sales in the company's Americas, Asia-Pacific, and EIMEA (Europe, India, Middle East, and Africa) segments rose 29%, 24%, and 17%, respectively.

Management credited expanded distribution, e-commerce growth, and a strong customer response to its promotions as key drivers of sales.

Higher sales of premium versions of its WD-40 products also helped to boost the company's profit margins.

Gross margin improved to 56.6% from 56.2% in the year-ago quarter. That, combined with other scale benefits, contributed to a 47% surge in WD-40's operating income to $40.3 million.

All told, WD-40's adjusted net income soared 50% to $31.5 million, or $2.33 per share. That was well above Wall Street's estimates, which had called for per-share profits of $1.56.

Raised outlook

These solid results, along with the company's decision to no longer pursue a sale of its Americas home care and cleaning brands, prompted management to raise its full-year guidance.

Management now sees net sales growing by 10%-12% to between $675 million and $690 million, with adjusted earnings per share rising by 6%-11% to $6.05-$6.35.

Looking further ahead, WD-40's impressive profitability, global growth, and well-covered 1.5% dividend should all support additional long-term gains for investors.

Should you buy stock in WD-40 right now?

Before you buy stock in WD-40, consider this:

The Motley Fool Stock Advisor analyst team just identified what they believe are the 10 best stocks for investors to buy now… and WD-40 wasn't one of them. The 10 stocks that made the cut could produce monster returns in the coming years.

Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $407,004 ! Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $1,244,599 !

Now, it's worth noting Stock Advisor's total average return is 924% — a market-crushing outperformance compared to 210% for the S&P 500. Don't miss the latest top 10 list, available with Stock Advisor , and join an investing community built by individual investors for individual investors.

See the 10 stocks »

*Stock Advisor returns as of July 10, 2026.

Joe Tenebruso has no position in any of the stocks mentioned. The Motley Fool recommends WD-40. The Motley Fool has a disclosure policy .

Why WD-40 Stock Popped Today was originally published by The Motley Fool

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格芯高管预设计划减持

重要性4/5 中高

直接覆盖GFS且有近期SEC申报支撑，交易后持仓降幅明显；10b5-1计划限制了动机推断。

标签

标的：`GFS`来源：Motley Fool发布日期：2026-07-11重要性：4/5 中高评级理由：直接覆盖GFS且有近期SEC申报支撑，交易后持仓降幅明显；10b5-1计划限制了动机推断。评级依据：GFS直接标的关联, SEC Form 4交易事实, 预先设定计划限制信号解读原文字数：834

中文摘要

核心结论

GlobalFoundries首席战略官Michael Hogan于07/08和07/09处置2800股直接持股，其中2700股出售、100股赠与，直接持仓减少78%。交易按10b5-1（预先设定交易计划）执行，单笔活动本身难以作为管理层即时判断的证据。

重要性评级

评级：4/5（中高）

SEC Form 4（美国证券交易委员会内部人交易申报）提供直接、近期的GFS内部人交易事实，且交易后持仓显著下降；预设计划降低其信号强度。

关键事实

• 2700股出售及100股赠与合计2800股，交易金额18.7124万美元。
• 出售加权均价为66.83美元；07/09收盘价为69.71美元。
• 交易后直接持有795股，按07/09收盘计约5.541945万美元，直接持股减少78%。
• 文章称GFS截至07/09过去一年上涨70%，市值382亿美元，过去十二个月营收68亿美元、净利润7.78亿美元。
• 公司第一季度销售额16亿美元，同比增长3%，毛利率27.6%，上年同期为22.4%。

作者观点与证据

作者认为预设计划使减持具备非自主执行属性，同时提醒其发生在股价由52周高点92.55美元回落后。交易数量、计划属性和价格可由Form 4复核；对减持动机和行业轮动的解释属作者判断。

与相关标的的关系

GFS（格芯）为直接标的。该交易影响的是内部人持股信息，并未改变公司产能、客户或财务经营事实。

时效性与限制

文章发布于美东时间07/10 21:13（UTC+8 07/11 09:13），覆盖07/08至07/09交易。文章依赖SEC Form 4，证据较强；仅涵盖该高管直接持股，未呈现其全部经济权益或其他管理层交易。

后续跟踪

• Form 4原件中的计划设立日期和交易代码。
• 其他董事及高管的同期交易。
• GFS季度营收、毛利率与产能利用率。

英文原文

A GlobalFoundries Insider Sold 78% of His Company Shares. Here

A GlobalFoundries Insider Sold 78% of His Company Shares. Here's a Closer Look at the Transaction.

Robert Izquierdo, The Motley Fool

Sat, July 11, 2026 at 9:13 AM GMT+8 4 min read

• GFS

-1.06%

Michael James Hogan, Chief Strategy Officer of Globalfoundries Inc. (NASDAQ:GFS), reported the disposition of 2,800 ordinary shares on July 8, 2026 and July 9, 2026, according to a recent SEC Form 4 filing .

Transaction summary

Metric

Value

Transaction value

$187,124

Shares sold

2,700

Shares gifted

100

Post-transaction shares (directly held)

795

Post-transaction value

$55,419.45

Transaction value based on SEC Form 4 weighted average sale price ($66.83); post-transaction value based on July 09, 2026 market close ($69.71).

Key questions

• How has the insider's direct equity position changed following this activity?

Michael James Hogan reduced the direct holding of ordinary shares by 78%, retaining a post-transaction balance of 795 shares which represent the residual direct interest in the firm's equity.

• In what market context did this disposition occur?

The activity occurred following a period in which Globalfoundries shares delivered a 70% one-year return as of the July 9, 2026 market close, with the insider selling shares at $66.83 per share.

• What was the nature of these transactions?

The dispositions were performed under a Rule 10b5-1 plan. This indicates that the sale of 2,700 shares and the gift of 100 shares were pre-arranged, with the execution parameters established prior to the transaction dates to provide for systematic liquidity.

Company Overview

Metric

Value

Share Price (as of market close 2026-07-09)

$69.71

Market Capitalization

$38.2 billion

Revenue (TTM)

$6.8 billion

Net Income (TTM)

$778.0 million

Company Snapshot

• GlobalFoundries Inc. operates as a global semiconductor foundry specializing in the design and manufacturing of integrated circuits, including microprocessors, mobile application processors, baseband and network processors, radio frequency modems, microcontrollers, power management units, and microelectromechanical systems for a broad range of consumer and industrial electronic applications.

• The company generates revenue through a foundry business model, providing semiconductor manufacturing services to fabless design companies and original equipment manufacturers that require advanced chip production capabilities without maintaining their own fabrication facilities.

• GlobalFoundries serves a diverse customer base spanning telecommunications, automotive, industrial, consumer electronics, and computing sectors, with particular strength in serving mid-range and specialized semiconductor applications across global markets.

GlobalFoundries Inc. operates as one of the world's leading independent semiconductor foundries with a global manufacturing footprint and approximately 13,000 employees. The company has demonstrated strong financial performance with TTM revenue of $6.8 billion and net income of $778.0 million, reflecting robust demand for specialized semiconductor manufacturing services.

Story Continues

GlobalFoundries' competitive positioning is anchored by its advanced manufacturing capabilities, diversified customer base, and strategic focus on high-value semiconductor segments that support critical infrastructure and emerging technologies.

What this transaction means for investors

The sale of GlobalFoundries stock by Chief Strategy Officer Michael Hogan came at a time when shares experienced a substantial fall from the 52-week high of $92.55 reached on May 26. The price drop was due to investors cashing in after a strong run up in the second quarter, and a broader sell-off across the semiconductor sector.

Amidst this backdrop, it's not comforting for investors to see Hogan adding his dispositions to the fray, especially since it depleted nearly 80% of his holdings. Still, the transactions were pre-arranged as part of his Rule 10b5-1 plan, indicating they were non-discretionary in nature. Consequently, it seems Hogan's sales happened to coincide with Wall Street's rotation away from semiconductor stocks.

GlobalFoundries had a solid first quarter with sales of $1.6 billion, up 3% year over year, and excellent margin expansion as its gross margin rose to 27.6% compared to 22.4% in the previous year.

Should you buy stock in GlobalFoundries right now?

Before you buy stock in GlobalFoundries, consider this:

The Motley Fool Stock Advisor analyst team just identified what they believe are the 10 best stocks for investors to buy now… and GlobalFoundries wasn't one of them. The 10 stocks that made the cut could produce monster returns in the coming years.

Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $407,004 ! Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $1,244,599 !

Now, it's worth noting Stock Advisor's total average return is 924% — a market-crushing outperformance compared to 210% for the S&P 500. Don't miss the latest top 10 list, available with Stock Advisor , and join an investing community built by individual investors for individual investors.

See the 10 stocks »

*Stock Advisor returns as of July 10, 2026.

Robert Izquierdo has positions in GlobalFoundries. The Motley Fool has positions in and recommends GlobalFoundries. The Motley Fool has a disclosure policy .

A GlobalFoundries Insider Sold 78% of His Company Shares. Here's a Closer Look at the Transaction. was originally published by The Motley Fool

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福特质量排名与保修成本

重要性2/5 中低

福特经营质量与成本数据较完整，但与输入标的NVDA无实质联系。

标签

标的：`NVDA`来源：Motley Fool发布日期：2026-07-11重要性：2/5 中低评级理由：福特经营质量与成本数据较完整，但与输入标的NVDA无实质联系。评级依据：运营指标新近, 公司业绩相关, NVDA关联弱, 存在一次性利润因素原文字数：1049

中文摘要

核心结论

福特在2026年美国新车初始质量研究中位列主流品牌第一，文章认为质量改善可通过降低保修与召回成本支持利润修复。该奖项是运营指标，不能单独验证盈利改善的持续性。

重要性评级

评级：2/5（中低）。F的质量和利润数据有公司层面参考价值，但NVDA仅在行情栏出现，没有业务关联。

关键事实

• 福特在J.D. Power（君迪）2026年美国新车初始质量研究中以每百辆车152个问题居主流品牌第一，为2010年以来首次。
• 该研究统计新车车主前90天报告的问题；行业平均为每百辆175个问题，去年为192个。
• 福特较去年减少每百辆41个问题，F-150、Mustang和Super Duty在各自细分市场居首，10款受测车型中7款进入前三。
• 管理层称2026年有望节省10亿美元材料和保修成本。
• 2026年一季度收入同比增长6%至433亿美元，调整后息税前利润由10亿美元升至35亿美元，利润率由2.5%升至8.1%。
• 全年调整后息税前利润指引上调至85亿至105亿美元；一季度含13亿美元一次性关税退款。

作者观点与证据

作者认为质量提升可降低保修成本，并援引研究排名、管理层成本目标和一季度利润改善。文章也指出福特今年仍有较多召回，且一次性关税退款抬高了季度利润。

与相关标的的关系

F为直接标的；NVDA只出现在行情栏，文中没有半导体供应、自动驾驶或人工智能业务联系。

时效性与限制

发表于美东时间 07/10 20:25（UTC+8 07/11 08:25）。质量排名于06月下旬发布，文章为后续解读；J.D. Power研究并不替代召回、销量、定价或资本回报数据。

后续跟踪

• 福特保修和召回成本的季度变化。
• 10亿美元成本节省目标的兑现。
• 全年息税前利润指引与一次性项目影响。

英文原文

Ford Just Won Its First J.D. Power Quality Crown Since 2010. Here

Ford Just Won Its First J.D. Power Quality Crown Since 2010. Here's What It Means for the Stock.

Daniel Sparks, The Motley Fool

Sat, July 11, 2026 at 8:25 AM GMT+8 5 min read

• F

+2.87%

• NVDA

+4.03%

Ford (NYSE: F) is the top-ranked mainstream brand in J.D. Power's 2026 U.S. Initial Quality Study -- the first time the automaker has led the mass-market rankings since 2010. The study, released in late June, measures the problems owners report in their first 90 days with a new vehicle.

Ford posted 152 problems per 100 vehicles, better than every mass-market rival and all but two brands in the industry. For a company that ranked No. 15 among mainstream brands as recently as 2023, that is a remarkable climb.

Missed Nvidia in 2009? This Rare Signal Is Flashing Again. In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. For the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. Continue »

Does a quality award actually matter for the stock? I think this one does. Here's why.

Image source: The Motley Fool.

A 16-year drought ends

Ford's win was not narrow. The F-150, Mustang, and Super Duty each ranked highest in their segments, and seven of the 10 Ford models tested placed in the top three of their segments. The brand also improved by 41 problems per 100 vehicles compared with last year's study, the largest improvement among mainstream brands.

The industry got better, too, with the average improving to 175 problems per 100 vehicles from 192, and Ford beat that average by a wide margin.

The reason all of this matters to investors comes down to warranty costs. When vehicles leave the factory with defects, the automaker pays for it later in warranty claims and recalls. And Ford has spent years working to bring those costs down.

CEO Jim Farley himself has linked quality to profits, citing in the company's fourth-quarter earnings release "lowering material and warranty costs and making real progress on quality" as part of the company's improvement plan. Even more, in its first-quarter update in late April, Ford said it is on track for $1 billion in material and warranty cost reductions this year.

The financial rebuild behind the trophy

This quality push comes at a time when investors are looking for more good news from Ford in order to combat the bad news. Ford's adjusted earnings before interest and taxes (EBIT) fell from $10.2 billion in 2024 to $6.8 billion in 2025, and the company reported a full-year net loss of $8.2 billion on special charges that included impairments tied to canceled electric vehicle programs. And costs tied to a disruption at aluminum supplier Novelis and to tariffs weighed on the year, too (though management says it is on track to recover the Novelis-related profits in the second half of 2026).

Story Continues

The first quarter, however, pointed in the other direction. Revenue rose 6% year over year to $43.3 billion, and adjusted EBIT climbed to $3.5 billion from $1.0 billion in the year-ago quarter, expanding the company's adjusted EBIT margin to 8.1% from 2.5%. A one-time $1.3 billion tariff refund helped, but even excluding it, adjusted EBIT more than doubled. And management raised its full-year adjusted EBIT guidance to a range of $8.5 billion to $10.5 billion, up from a prior range of $8.0 billion to $10.0 billion.

But even the high end of that guidance only gets Ford back near its 2024 earnings power. In other words, the rebuild still has a ways to go before investors can view Ford as a healthy, growing business.

And this one award doesn't necessarily solidify Ford's value proposition in terms of quality. The company has also continued to issue recalls at a high rate this year. And, of course, investors should remember that this is still a cyclical and capital-hungry business. This makes earning a good return on invested capital difficult.

With that said, the stock isn't asking for much. At about $14 as of this writing, shares trade at about 8 times forward earnings. And Ford's regular dividend of $0.60 per share annually gives the stock a yield of more than 4% at the current price. A valuation like that already prices in plenty of skepticism.

So, what does the quality crown mean for the stock? It won't move earnings on its own. But it may be the most credible evidence yet that the costs that have dogged Ford for years could keep coming down -- and cheaper warranty claims flow straight to the bottom line. I think shares look attractive here. Still, this is an auto stock, and demand can swing hard with the economy. I'd keep any position modest and watch whether the cost savings continue to materialize.

Should you buy stock in Ford Motor Company right now?

Before you buy stock in Ford Motor Company, consider this:

The Motley Fool Stock Advisor analyst team just identified what they believe are the 10 best stocks for investors to buy now… and Ford Motor Company wasn't one of them. The 10 stocks that made the cut are built for long-term growth and could produce monster returns in the coming years.

Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $407,004 ! Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $1,244,599 !

That performance is why people listen. With a track record of beating the S&P 500 by 4x , Stock Advisor offers a distinct advantage. Don't miss the latest top 10 list, available with Stock Advisor , and join an investing community built for the long haul.

See the 10 stocks »

*Stock Advisor returns as of July 10, 2026.

Daniel Sparks and his clients have no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy .

Ford Just Won Its First J.D. Power Quality Crown Since 2010. Here's What It Means for the Stock. was originally published by The Motley Fool

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Arista人工智能交换机估值分歧

重要性3/5 中

人工智能网络需求直接连接MSFT、META与ORCL，但文章的价格结论来自单一估值模型。

标签

标的：`MSFT`来源：Simply Wall St.发布日期：2026-07-11重要性：3/5 中评级理由：人工智能网络需求直接连接MSFT、META与ORCL，但文章的价格结论来自单一估值模型。评级依据：时效性较高, 人工智能基础设施直接相关, 包含估值与增长数据, 模型证据强度有限原文字数：865

中文摘要

核心结论

文章以Arista Networks（云网络设备公司，ANET）的人工智能交换机需求为增长叙事，给出190.09美元公允价值，较186.96美元收盘价仅高约1.6%。高估值与超大规模客户集中度使该结论的边际支撑有限。

重要性评级

评级：3/5（中）。ANET与Meta、微软及甲骨文的人工智能网络投入直接相关，且给出了增长、估值与客户集中风险；估值数字来自单一叙事模型。

关键事实

• Arista的7060XE7以太网交换平台速率为1.6Tbps，文章称其在Meta、微软和甲骨文处获得关注。
• ANET近1个月上涨23.19%，近1年股东总回报为72.20%。
• 文中最近收盘价为186.96美元，模型公允价值为190.09美元，差额约1.6%。
• 市场远期市盈率为63.3倍，高于美国通信行业33.3倍及文中48.4倍的“合理比率”。
• 文章将100G向400G、800G网络升级，以及VeloCloud收购后的企业和园区网络扩张列为增长依据。
• 风险包括超大规模云客户需求集中、供应约束和执行对收入能见度及利润率的影响。

作者观点与证据

Simply Wall St的模型认为股价大致合理、略有低估，依据是收入增长、利润率和未来盈利倍数。该模型同时承认估值溢价较高，且未必纳入最新价格敏感信息。

与相关标的的关系

ANET为直接标的；META、MSFT和ORCL的云及人工智能基础设施采购是其网络设备需求路径。输入的直接标的MSFT与该路径相关。

时效性与限制

发表于美东时间 07/10 20:19（UTC+8 07/11 08:19）。适合作为人工智能网络链条的估值材料；内容来自分析网站叙事与预测，缺少订单、客户采购额和公司最新披露验证。

后续跟踪

• Meta、微软、甲骨文的网络资本开支与采购披露。
• 1.6Tbps产品出货、毛利率和供应能力。
• ANET盈利预测修订及估值倍数变化。

英文原文

Arista Networks (ANET) Could Be 2% Undervalued Following Its AI Switching Push

Arista Networks (ANET) Could Be 2% Undervalued Following Its AI Switching Push

Simply Wall St

Sat, July 11, 2026 at 8:19 AM GMT+8 3 min read

• ANET

+1.23%

• META

+5.97%

• MSFT

+0.19%

• ORCL

-2.14%

Find winning stocks in any market cycle. Join 7 million investors using Simply Wall St's investing ideas for FREE.

Arista Networks (ANET) has become a focal point for investors after its 1.6Tbps 7060XE7 Ethernet switching platform gained traction with Meta, Microsoft, and Oracle, putting the company's AI infrastructure ambitions under closer market scrutiny.

See our latest analysis for Arista Networks.

The stock's recent news flow around AI switching has lined up with strong momentum, with a 1-month share price return of 23.19% and a 1-year total shareholder return of 72.20% pointing to rising expectations around Arista Networks.

If Arista Networks' AI push has your attention, it can be useful to see what else is moving in this space by checking out 52 AI infrastructure stocks

After a 72.20% 1-year total return and with Arista Networks trading only slightly below the US$190.09 average analyst target, the key question is whether most of the AI upside is already reflected in the price or not.

Most Popular Narrative: 1.6% Undervalued

With Arista Networks last closing at $186.96 against a narrative fair value of about $190.09, the current setup frames a tight gap that hinges on how AI networking plays out from here.

The renewed investment cycles in cloud infrastructure driven by new traffic requirements from distributed AI workloads and front end or top of rack network refreshes (for example, from 100G to 400G and 800G) create a robust pipeline for Arista's next generation switching and routing products, underpinning both revenue and margin expansion as the company benefits from high value product cycles. Expansion into enterprise and campus markets is accelerating, aided by the VeloCloud acquisition (which bolsters SD WAN or campus edge) and a strong pipeline of new customers and product launches, which diversifies Arista's customer base and provides incremental recurring revenue through software and service subscriptions, ultimately benefiting long term earnings stability.

Read the complete narrative.

Want to see what is behind that fair value for Arista Networks? The narrative leans on brisk top line expansion, firm margins and a rich future earnings multiple. Curious how those moving parts are stitched together into today's estimate?

Result: Fair Value of $190.09 (ABOUT RIGHT)

Have a read of the narrative in full and understand what's behind the forecasts.

However, the Arista Networks narrative also depends on concentrated hyperscaler demand and execution through supply constraints, both of which could unsettle revenue visibility and pressure margins.

Story Continues

Find out about the key risks to this Arista Networks narrative.

Another View: What Arista Networks' P/E Is Telling You

While the narrative model points to a fair value of about $190.09 for Arista Networks, the market's current P/E of 63.3x sends a different signal. It sits well above the US Communications industry at 33.3x and a fair ratio of 48.4x, which implies a rich valuation that could amplify any disappointment. So, is the market paying too much for the AI story, or just pricing it in early?

For a closer look at how this earnings multiple compares with what the numbers suggest, check the valuation breakdown in the See what the numbers say about this price — find out in our valuation breakdown.

NYSE:ANET P/E Ratio as at Jul 2026

Next Steps

With sentiment on Arista Networks finely balanced between excitement and caution, it makes sense to review the data yourself and decide quickly where you stand based on the 2 key rewards and 1 important warning sign

Looking for more investment ideas beyond Arista Networks?

If the Arista Networks story has you thinking about what else could sit alongside it in your portfolio, do not stop at just one stock. Use these screeners to quickly surface focused sets of companies that match different priorities, before the next wave of opportunities moves on without you.

• Target potential bargains by running through the 44 high quality undervalued stocks , where pricing and fundamentals line up more tightly.

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This article by Simply Wall St is general in nature. We provide commentary based on historical data and analyst forecasts only using an unbiased methodology and our articles are not intended to be financial advice. It does not constitute a recommendation to buy or sell any stock, and does not take account of your objectives, or your financial situation. We aim to bring you long-term focused analysis driven by fundamental data. Note that our analysis may not factor in the latest price-sensitive company announcements or qualitative material. Simply Wall St has no position in any stocks mentioned.

Companies discussed in this article include ANET .

Have feedback on this article? Concerned about the content? Get in touch with us directly. Alternatively, email editorial-team@simplywallst.com

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天然气库存预期压制Gulfport

重要性1/5 低

主体为GPOR，且证据主要来自单一分析师的库存与目标价判断。

标签

标的：`NVDA`来源：Motley Fool发布日期：2026-07-11重要性：1/5 低评级理由：主体为GPOR，且证据主要来自单一分析师的库存与目标价判断。评级依据：时效性较高, NVDA关联缺失, 单一分析师证据, 行业背景材料原文字数：551

中文摘要

核心结论

Truist下调Gulfport目标价后，文章将其当日逾5%跌幅与天然气库存预期联系起来：10月底库存或高于五年均值4%，可能压低气价。关于原油与伊朗战争的延伸推断缺少量化证据。

重要性评级

评级：1/5（低）。文章主要讨论GPOR，输入标的NVDA没有直接相关性；对天然气库存的行业背景仅具有限参考价值。

关键事实

• 文章称Gulfport在当日交易中下跌逾5%。
• Truist Securities分析师Gabe Daoud将目标价从219美元下调至190美元，并维持持有评级。
• 其10月底天然气库存预测较五年均值高4%。
• 文中指出库存较高通常对应较低销售价格。
• 分析师对2028年和2029年库存较低、价格较高的前景仍较乐观。

作者观点与证据

作者以分析师目标价、库存预测和气价关系解释股价走弱。储气预测与目标价为单一分析师判断；文中对伊朗战争、原油上涨及天然气价格关系的归因没有给出数据来源或模型。

与相关标的的关系

GPOR是文章实际对象；NVDA仅出现在行情栏，没有业务、供应链或需求关联。

时效性与限制

发表于美东时间 07/10 20:16（UTC+8 07/11 08:16）。可作为天然气库存预期线索；没有提供现货气价、期货曲线、公司套保或生产数据。

后续跟踪

• 美国天然气库存周度数据。
• GPOR产量、套保和自由现金流指引。
• Truist及其他机构的天然气价格预期修订。

英文原文

Why Gulfport Energy Stock Flopped on Friday

Why Gulfport Energy Stock Flopped on Friday

Eric Volkman, The Motley Fool

Sat, July 11, 2026 at 8:16 AM GMT+8 2 min read

• NVDA

+4.03%

Natural gas company Gulfport Energy (NYSE: GPOR) wasn't providing much energy for its investors on Friday. Many of those folks were dissuaded by a bearish adjustment made by an analyst that morning and sold out of their stock, leaving it with a more than 5% loss that trading session.

Gloomy on gas?

Truist Securities' Gabe Daoud cut his price target on Gulfport to $190 per share, some distance down from his previous fair value assessment of $219. That didn't change his overall view of the stock, as he maintained his hold recommendation.

Missed Nvidia in 2009? This Rare Signal Is Flashing Again. In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. For the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. Continue »

Image source: Getty Images. According to reports, Daoud's adjustment was part of a broader reevaluation of the natural gas exploration and production segment of the energy sector. His estimate for gas storage -- a crucial yardstick for pricing -- as of the end of this coming October anticipates it'll be 4% above the five-year norm. Typically, a higher volume of stored gas means lower sale prices.

Daoud did wax bullish about future periods, writing that 2028 and 2029 could see notably lower storage levels (and, therefore, higher prices for companies like Gulfport).

Yet another surge in crude

Another factor that's sure to affect natural gas prices is -- once again -- the rising price of crude oil, due largely to the recent flare-up in the Iran war. Typically, when crude increases, gas prices slide. The war will probably drag on for some time, so given that dynamic and the storage situation described by the analyst, I'd probably avoid natural gas equities for now.

Should you buy stock in Gulfport Energy right now?

Before you buy stock in Gulfport Energy, consider this:

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*Stock Advisor returns as of July 10, 2026.

Eric Volkman has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends Truist Financial. The Motley Fool has a disclosure policy .

Why Gulfport Energy Stock Flopped on Friday was originally published by The Motley Fool

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人工智能资本开支重估压力

重要性4/5 中高

直接覆盖MSFT和GOOG，并把资本开支、收入、回购与估值联系起来，适合日报主题阅读。

标签

标的：`GOOG`, `MSFT`来源：Investing.com发布日期：2026-07-11重要性：4/5 中高评级理由：直接覆盖MSFT和GOOG，并把资本开支、收入、回购与估值联系起来，适合日报主题阅读。评级依据：当日发布, 直接标的相关, 事实密度较高, 券商观点需后续财报验证原文字数：361

中文摘要

核心结论

荷兰国际集团认为，大型科技公司的人工智能服务需求仍强，但基础设施资本开支会通过折旧、自由现金流和回购能力压低每股收益增速与估值容忍度。市场争点是未来收入和利润能否覆盖当前投入。

重要性评级

评级：4/5（中高）。文章直接涉及MSFT、GOOG、ORCL及META的资本开支、回购和估值路径，且包含具体投入与收入数据；结论仍属于券商观点。

关键事实

• 2026年上半年，微软股价下跌20%，甲骨文下跌27%，Alphabet上涨14%。
• 微软2025财年在云与人工智能基础设施上投入约650亿美元，年化人工智能收入约370亿美元。
• 文中称人工智能算力需求仍超过可用供给，大型科技公司多数可用经营现金流融资。
• 资本开支上升会增加折旧、减少自由现金流，并限制微软、Alphabet与Meta的回购能力。
• 甲骨文因支持星际之门项目而被列为风险更高案例，现金流与融资需求或承压。
• 微软、Alphabet和亚马逊开发自研芯片，长期可能加剧英伟达竞争。

作者观点与证据

文章转述荷兰国际集团判断：投入在经济上仍合理，但估值取决于收入兑现速度。证据主要是历史股价、微软的投入与年化收入，未给出各公司完整资本回报率或项目级盈利数据。

与相关标的的关系

MSFT与GOOG为直接相关标的；ORCL、META、AMZN和NVDA分别通过大型模型、云基础设施和自研芯片竞争受到影响。

时效性与限制

发表于美东时间 07/10 20:13（UTC+8 07/11 08:13）。适合当日跟踪人工智能资本开支的估值框架；这是宏观化券商评论，未构成对单家公司季度业绩的验证。

后续跟踪

• 各公司资本开支、折旧与自由现金流指引。
• 人工智能收入、云订单及利润率披露。
• 回购规模与融资安排变化。

英文原文

Why tech investors are reevaluating AI investments

Why tech investors are reevaluating AI investments

Simon Mugo

Sat, July 11, 2026 at 8:13 AM GMT+8 2 min read

• MSFT +0.19%

• INGA.AS -0.05%

• ORCL -2.14%

• GOOGL -0.48%

Investing.com -- Investors are reassessing artificial intelligence investments as surging infrastructure spending could weigh on earnings growth and valuation multiples, even as demand for AI services remains robust, according to ING.

The long-term outlook for large technology companies remains positive, driven by growing adoption of AI services. Still, rising capital expenditure is expected to increase depreciation costs, slow earnings per share (EPS) growth and reduce the capacity for share buybacks, which have helped support equity valuations.

Technology stocks have experienced sharp swings this year. During the first half of 2026, Microsoft (NASDAQ:MSFT) fell 20% and Oracle (NYSE:ORCL) dropped 27%, while Alphabet (NASDAQ:GOOGL) gained 14%. Much of the volatility has been attributed to uncertainty over future returns on AI-related investments.

Current spending levels remain economically justified, with Microsoft investing about $65 billion in cloud and AI infrastructure in fiscal 2025 while generating annualised AI revenue of roughly $37 billion. Demand for AI computing continues to exceed available capacity, and most large technology companies can finance these investments through operating cash flow.

Rising capital expenditure is expected to reduce free cash flow and limit share repurchases, particularly at Microsoft, Alphabet and Meta Platforms (NASDAQ:META). Slower buybacks, combined with higher depreciation costs, could make investors less willing to pay premium earnings multiples if AI revenue takes longer to materialise.

Oracle (NYSE:ORCL) stands out as a higher-risk case. Its investment programme, including support for Project Stargate, could pressure cash flow and increase funding needs. Nvidia (NASDAQ:NVDA) may also face stronger competition over time as Microsoft, Alphabet and Amazon (NASDAQ:AMZN) develop their own AI chips to improve infrastructure efficiency.

Despite those risks, current AI spending is viewed as fundamentally sound. The key question for investors is whether future revenue growth, profit margins, and earnings expansion will ultimately justify today's level of investment.

Related articles

Why tech investors are reevaluating AI investments

JPMorgan outlines ten strategic themes that could shape the outlook for 2026

This sector is 'poised for a big, beautiful year': Truist

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Meta驱动指数周内分化

重要性2/5 中低

涉及当日大型科技股和指数，但原文摘录不完整，无法支撑深度判断。

标签

标的：`GOOG`来源：Barrons.com发布日期：2026-07-10重要性：2/5 中低评级理由：涉及当日大型科技股和指数，但原文摘录不完整，无法支撑深度判断。评级依据：发布时间及时, 大型科技股关联, 原文提取不完整, 证据密度低原文字数：88

中文摘要

核心结论

巴伦周刊的简短摘录将本周道琼斯指数与标普500、纳斯达克综合指数的表现差异主要归到Meta Platforms（META，美国社交媒体公司）股价。现有正文只有开头段落，无法据此核实完整周度表现、权重贡献或其他驱动因素。

重要性评级

评级：2/5（中低）

文章发布时间接近收盘后，涉及大型科技股和主要指数，但原文提取内容极少，缺乏可复核的周度数据。

关键事实

• 文章称META是本周区分标普500、纳斯达克综合指数与道琼斯工业平均指数的主要变量。
• 文中仅明确道琼斯指数周五上涨150点，涨幅0.3%。
• 元数据列示当日META上涨5.97%，Alphabet（GOOGL，谷歌母公司股票代码）下跌0.48%。
• 文章未提供META对各指数的点数贡献、指数周涨跌幅或具体成分权重。

作者观点与证据

作者以“Pretty Meta”概括市场表现差异，立场是META的强势造成指数间分化。可见证据只有周五道指点位变化和元数据中的个股涨跌，不能支持更广泛的因果归因。

与相关标的的关系

• META：文章的直接主题，其股价表现被认为影响以科技股权重较高的指数。
• GOOGL与GOOG：仅作为元数据中的相关科技股出现，正文没有讨论其基本面或对指数的具体影响。

时效性与限制

发布于美东时间 07/10 19:55（UTC+8 07/11 07:55）。适合作为收盘后指数分化的线索；归档正文在首段后中断，信息密度和证据完整性有限。

后续跟踪

• META在标普500和纳斯达克指数中的权重及实际贡献。
• 三大指数完整周度涨跌幅和行业贡献。
• META当日上涨对应的公司公告或市场数据。

英文原文

Review & Preview: Why the Dow Snapped Its Streak

Review & Preview: Why the Dow Snapped Its Streak

Review & Preview: Why the Dow Snapped Its Streak · Barrons.com · Marketwatch

Connor Smith

Sat, July 11, 2026 at 7:55 AM GMT+8 3 min read

• ^DJI

+0.29%

• ^GSPC

+0.42%

• ^IXIC

+0.29%

• META

+5.97%

• GOOGL

-0.48%

REVIEW PREVIEW NEWSLETTER Pretty Meta. One big thing separated the S&P 500 and Nasdaq Composite from the Dow Jones Industrial Average this week: Meta Platforms stock. The Dow rose 150 points, or 0.3%, on Friday.

Continue Reading

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Circle牌照难改盈利约束

重要性5/5 极高

监管批准直接作用于CRCL，且文章给出业务规模、收入增速、成本与利润的完整关键数据。

标签

标的：`CRCL`来源：Motley Fool发布日期：2026-07-10重要性：5/5 极高评级理由：监管批准直接作用于CRCL，且文章给出业务规模、收入增速、成本与利润的完整关键数据。评级依据：时效性, 标的直接相关, 事实密度, 证据强度原文字数：1094

中文摘要

核心结论

美国货币监理署批准Circle设立全国性信托银行，提升其托管和储备管理的联邦监管框架；作者认为牌照改善合规地位，但无法消除利率敏感、增长降速和分销成本压力。

重要性评级

评级：5/5（极高）。CRCL（Circle互联网集团）直接获得监管批准，文章同时提供稳定币规模、收入、成本和利润数据。

关键事实

• Circle称已获美国货币监理署OCC（美国货币监理署）最终批准，设立First National Digital Currency Bank，并以Circle National Trust名义运营。
• 新银行开业后先为Circle及关联方提供数字资产托管，未来或向有限数量机构客户开放。
• 其设计目标包括管理USDC（美元稳定币）储备；Circle于2025年06/30申请牌照，并在当年12月获附条件批准。
• 第一季度末USDC流通量为770亿美元，同比增28%；链上交易量为21.5万亿美元，同比增263%。
• 总收入及储备收入为6.94亿美元，同比增20%，其中储备收入6.53亿美元；分销、交易及其他成本4.07亿美元，约占总收入及储备收入60%。
• 净利润同比降15%至5500万美元；收入增速已从2025年第四季度的77%降至20%。

作者观点与证据

作者认可牌照对机构信任和储备监管的价值，同时以收入增速、分销成本和利润下降质疑其能否改善单位经济。文章中的估值判断属于作者意见，未展示完整估值模型。

与相关标的的关系

CRCL直接受益于监管许可和潜在储备管理内化。USDC使用规模、短端利率、与分销伙伴的经济分成，共同影响其收入和利润传导。

时效性与限制

发表于美东时间 07/10 19:51（UTC+8 07/11 07:51）。监管批准是新事实；财务数据为第一季度口径，未披露银行开业时间、储备管理迁移安排或成本节省金额。

后续跟踪

• Circle National Trust的开业和服务范围。
• USDC流通量、链上交易量及机构客户变化。
• 储备收益率、分销成本率和净利润率。

英文原文

Circle Just Won a U.S. National Bank Charter. Here

Circle Just Won a U.S. National Bank Charter. Here's Why It Matters for the Stock.

Daniel Sparks, The Motley Fool

Sat, July 11, 2026 at 7:51 AM GMT+8 5 min read

• CRCL

+4.97%

• NVDA

+4.03%

• USDC-USD

+0.00%

Circle (NYSE: CRCL) said Friday that it received final approval from the Office of the Comptroller of the Currency (OCC) to open First National Digital Currency Bank, N.A., a national trust bank that will operate as Circle National Trust. Investors liked the news, sending the stablecoin issuer's shares up about 5% by the time the market closed.

The enthusiasm is understandable. Circle issues USDC, a digital token designed to maintain a value of $1. And the company's whole strategy is built on regulation and transparency, in an industry that historically ran short of both -- so a national trust bank charter is about as strong a stamp of federal legitimacy as a crypto company can get.

Missed Nvidia in 2009? This Rare Signal Is Flashing Again. In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. For the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. Continue »

But shares remain about 75% below their 52-week high of $262.97 as of this writing -- a peak reached in the months after the company's June 2025 initial public offering (IPO). So the question worth asking is whether the charter changes the economics that drove the stock down in the first place.

Image source: Getty Images.

What the charter actually does

The new bank will give Circle a federally regulated home for digital asset custody upon opening, starting with services for Circle and its own affiliates. The company said the bank may eventually offer custody directly to a limited number of institutional customers, such as banks.

More important, the charter is designed to eventually allow the bank to manage the USDC reserve (the pool of assets backing every token in circulation), bringing that critical function under direct federal oversight.

"OCC approval to establish Circle National Trust marks a defining step in bringing blockchain technology and digital assets into the core of the U.S. financial system," said Circle CEO Jeremy Allaire in the company's press release about the approval.

Timing matters here. After all, the GENIUS Act, the federal stablecoin law enacted last July, is pushing the industry toward exactly this kind of federal supervision. And Circle has been positioning for it for a while, applying for the charter on June 30, 2025, and securing conditional approval in December.

Circle isn't the only one making this move, however. In December, the OCC conditionally approved five national trust bank charter applications at once -- Circle's application, plus applications tied to Ripple, Paxos, BitGo, and Fidelity Digital Assets.

Story Continues

Federal approval, in other words, is quickly becoming something the whole industry pursues, not an edge only Circle holds.

The math the charter doesn't change

Circle's first-quarter results show both the promise and the problem. USDC in circulation ended the quarter at $77.0 billion, up 28% year over year, and USDC handled $21.5 trillion in onchain transaction volume during the period, up 263%. Total revenue and reserve income rose 20% year over year to $694 million. Almost all of that ($653 million) was reserve income, the interest Circle earns on the cash and short-term treasuries backing USDC. In plain terms, this is largely a business whose revenue rises and falls with short-term interest rates and the amount of USDC outstanding.

And the growth is decelerating. Circle's total revenue and reserve income rose 77% year over year in the fourth quarter of 2025, so the first quarter's 20% growth marked a sharp step down. USDC in circulation tells the same story, growing 72% year over year as of the end of 2025 but 28% as of the end of the first quarter.

My bigger concern is distribution costs, the payments Circle makes to partners that help put USDC into circulation. Distribution, transaction, and other costs totaled $407 million in the first quarter, consuming almost 60% of total revenue and reserve income.

Circle said growth in revenue less distribution costs was offset by higher stock-based compensation and continued investment in product, distribution, and operating infrastructure, helping explain why net income fell 15% year over year to $55 million, even as the business grew.

Circle keeps a surprisingly thin slice of the income that its $77 billion in reserves generates.

Ultimately, the charter strengthens Circle's regulatory standing. And moving reserve management inside a federally supervised bank could make USDC more attractive to the big financial institutions Circle is courting. That is meaningful long-term progress.

But a charter doesn't lower distribution costs or make reserve income less sensitive to interest rates. It doesn't restart growth that has been slowing, either. With a market capitalization of around $17 billion against $55 million of quarterly net income, the stock's valuation arguably still asks investors to assume those problems get solved. The charter likely makes Circle a stronger company. I don't think it makes the stock a buy yet, though, so I'll watch from the sidelines until profits start scaling with USDC itself.

Should you buy stock in Circle Internet Group right now?

Before you buy stock in Circle Internet Group, consider this:

The Motley Fool Stock Advisor analyst team just identified what they believe are the 10 best stocks for investors to buy now… and Circle Internet Group wasn't one of them. The 10 stocks that made the cut could produce monster returns in the coming years.

Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $407,004 ! Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $1,244,599 !

Now, it's worth noting Stock Advisor's total average return is 924% — a market-crushing outperformance compared to 210% for the S&P 500. Don't miss the latest top 10 list, available with Stock Advisor , and join an investing community built by individual investors for individual investors.

See the 10 stocks »

*Stock Advisor returns as of July 10, 2026.

Daniel Sparks has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy .

Circle Just Won a U.S. National Bank Charter. Here's Why It Matters for the Stock. was originally published by The Motley Fool

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Circle托管银行获准

重要性4/5 高

直接覆盖CRCL监管进展和收入结构，但与同批深度文章存在较高事实重合。

标签

标的：`CRCL`来源：Motley Fool发布日期：2026-07-10重要性：4/5 高评级理由：直接覆盖CRCL监管进展和收入结构，但与同批深度文章存在较高事实重合。评级依据：时效性, 标的直接相关, 事实密度原文字数：780

中文摘要

核心结论

Circle获得全国性信托银行运营许可，文章认为统一的联邦监管和未来储备自管能力可改善其基础设施定位；实际盈利改善仍取决于利率、机构需求和与Coinbase的分销安排。

重要性评级

评级：4/5（高）。监管批准直接涉及CRCL，并补充了储备收入率和业务结构；部分成本节省推断尚未被公司量化。

关键事实

• 美国货币监理署OCC（美国货币监理署）于07/10批准Circle设立全国性信托银行。
• 法律实体名为First National Digital Currency Bank，业务名称为Circle National Trust。
• 信托银行可托管资产，但不能吸收存款或发放贷款；初期服务仅面向Circle及其关联方。
• Circle称未来可向部分银行和受监管衍生品机构提供托管，并管理USDC（美元稳定币）储备。
• 文中称Circle上季度储备利息收入为6.525亿美元，储备回报率为3.5%，低于此前水平。
• 《GENIUS法案》要求稳定币发行人以现金或短期美国国债维持100%储备，并按月披露储备构成。

作者观点与证据

作者将统一监管、潜在储备自管和机构托管扩展视为积极因素，并强调收入受短端利率和Coinbase分销分成约束。储备管理费用将减少的判断尚无公司披露的节省金额支持。

与相关标的的关系

CRCL是直接相关标的；USDC储备的规模、收益率和分成决定牌照能否转化为利润。NVDA仅出现在行情列表，没有业务关联证据。

时效性与限制

发表于美东时间 07/10 19:05（UTC+8 07/11 07:05）。批准为当日新事实，文章没有说明银行何时开业、是否取得外部客户或储备迁移批准。

后续跟踪

• 信托银行开业日期及外部托管客户资格。
• USDC储备管理职责是否转入新实体。
• 储备收益率与Coinbase分销成本变化。

英文原文

Circle Receives New Regulatory Approval for National Trust Bank. Here

Circle Receives New Regulatory Approval for National Trust Bank. Here's What It Could Mean For CRCL Stock

Johnny Rice, The Motley Fool

Sat, July 11, 2026 at 7:05 AM GMT+8 3 min read

• CRCL +4.97%

• NVDA +4.03%

• USDC-USD +0.00%

Circle Internet Group (NYSE:CRCL), the company behind the stablecoin, USDC , has been granted permission to operate its own national trust bank. On July 10, the Office of the Comptroller of the Currency (OCC) -- the federal agency that charters and supervises national banks -- gave Circle the go-ahead to establish one.

The new entity is legally named First National Digital Currency Bank, N.A., but will do business as Circle National Trust.

Missed Nvidia in 2009? This Rare Signal Is Flashing Again. In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. For the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. Continue »

What a national trust bank actually does

A national trust bank can hold and safeguard assets for customers, but it can't take deposits or make loans the way a normal commercial bank does. The official greenlight means Circle can now operate under a single federal regulator, the OCC, rather than a patchwork of state-level supervision.

For now, the trust bank will provide custody -- holding and safeguarding assets -- only for Circle and its affiliates. Under the approved plan, Circle can later expand that custody service to a limited number of outside institutional customers, like banks and regulated derivatives firms, if there's demand.

CEO Jeremy Allaire called the approval "a defining step" for the company's infrastructure.

How Circle makes money from USDC

To understand why this matters, it helps to understand how Circle makes its money. The company issues USDC -- pegged one-for-one to the U.S. dollar -- and backed by reserves of cash and short-term Treasuries. Circle earns interest on those reserves -- $652.5 million last quarter. This makes up the vast majority of Circle's total revenue.

By owning a federally chartered trust bank, Circle will be able to manage its own reserves, something it currently pays others to do for it. Those fees would no longer be flowing out, boosting Circle's bottom line.

And a single, clear federal regulator overseeing its operations could further reduce inefficiencies and provide clarity for potential clients. After all, the rules for stablecoins are still being written.

The regulatory backdrop behind this approval

The approval comes about a year after the GENIUS Act was passed by Congress last July. The law set the first federal framework for stablecoins, requiring issuers like Circle to hold 100% reserves in cash or short-term Treasuries and to disclose their reserve makeup monthly.

Story Continues

Image Source: Getty Images

Circle actually first filed for the trust charter back in June 2025 and received conditional approval in December. This is the official green light.

What this means for Circle investors

The full charter helps solidify Circle's position in the stablecoin market and narrows Circle's regulatory risk. It will help validate Circle's legitimacy in traditional finance circles.

That said, investors need to be aware of the risks here. Circle's revenue is heavily tied to interest rates: reserve income depends on the yield Circle earns on Treasuries, and that reserve return rate already slipped to 3.5% last quarter, down from a year earlier.

If rates fall, so does the income. On top of that, Circle hands a large share of USDC income to Coinbase under a distribution deal, capping how much of that reserve income Circle actually keeps.

The approval is a genuine milestone for Circle's standing with regulators. Whether it moves the needle on the business depends on how much this actually translates to increased demand, especially from institutional partners.

Missed Nvidia in 2009? This Rare Signal Is Flashing Again

In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. If you'd invested $5,000 then, you'd be sitting on $2,632,985 today.*

Now, for the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. It's a key player in the $1.8 trillion space race, and with the stock recently sitting 20% off its highs, the window to get in early is closing fast.

Continue »

*Stock Advisor returns as of July 6, 2026

Johnny Rice has no position in any of the stocks mentioned. The Motley Fool recommends Coinbase Global. The Motley Fool has a disclosure policy .

Circle Receives New Regulatory Approval for National Trust Bank. Here's What It Could Mean For CRCL Stock was originally published by The Motley Fool

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科技板块跑赢Alphabet个股

重要性3/5 中

包含具体相对回报与资本开支数据，但分析框架受单一窗口和营销内容限制。

标签

标的：`GOOG`来源：24/7 Wall St.发布日期：2026-07-10重要性：3/5 中评级理由：包含具体相对回报与资本开支数据，但分析框架受单一窗口和营销内容限制。评级依据：标的直接关联, 量化区间回报, 资本开支事实, 单一区间限制原文字数：976

中文摘要

核心结论

文章以2025年12月31日至2026年7月10日的区间回报，说明科技精选行业SPDR基金（XLK，科技行业交易所交易基金）上涨29.35%，高于Alphabet（GOOGL，谷歌母公司A类股）14.26%。作者据此强调人工智能基础设施主题的行业扩散，但该比较不能替代对成分权重、估值和不同持有期的分析。

重要性评级

评级：3/5（中）

文章提供了GOOGL、XLK和Alphabet资本开支的具体数字，对科技板块相对表现有参考价值；来源带有投资者获客内容，且结论基于单一时间窗口。

关键事实

• 2025年12月31日至2026年7月10日，GOOGL从312.60美元升至357.18美元，累计上涨14.26%。
• 同期XLK从143.62美元升至185.78美元，累计回报29.35%。
• 文中称GOOGL过去一年上涨101.67%，高于XLK的45.34%，显示比较结果会随观察区间变化。
• Alphabet于04/29披露的一季度每股收益为5.11美元，文中称市场预期为2.63美元；营收1,099亿美元、同比增长21.8%。
• 文中称Google Cloud收入200.3亿美元、增长63%，订单储备超过4,600亿美元；管理层指引2026年资本开支1,750亿至1,850亿美元。
• XLK费率为0.08%，追踪标普科技精选行业指数。

作者观点与证据

作者认为超大规模云厂商资本开支会流向芯片、存储、网络、代工、硬件和软件，因此行业基金能捕捉更广泛的人工智能基础设施需求。支撑材料是区间收益和Alphabet财务数据；关于行业资金流向和分散化效果属于作者解释，未给出XLK成分归因。

与相关标的的关系

• GOOGL：文章以其股价和一季度业绩说明单一龙头的回报与经营表现。
• XLK：作为科技行业篮子，与GOOGL进行回报比较；其持仓和权重决定其并非纯粹的Alphabet替代指标。

时效性与限制

发布于美东时间 07/10 18:57（UTC+8 07/11 06:57）。区间截至07/10，适合当日回顾科技板块轮动；文章含理财顾问推广内容，且未披露复权口径、税费和基金成分变化。

后续跟踪

• Alphabet资本开支指引是否兑现及Google Cloud订单转化。
• XLK成分股权重变化与半导体、软件的回报贡献。
• GOOGL和XLK在后续季度、年度窗口的相对收益。

英文原文

You Didn’t Need Alphabet: XLK Returned 29.35% to GOOGL’s 14.26%

You Didn’t Need Alphabet: XLK Returned 29.35% to GOOGL’s 14.26%

Michael Williams

Sat, July 11, 2026 at 6:57 AM GMT+8 5 min read

• GOOGL

-0.48%

• XLK

+0.23%

Quick Read

• XLK returned 29% year-to-date in 2026, outpacing GOOGL's 14% gain without requiring any conviction on a single stock.

• Alphabet's $175 billion capex commitment signals AI dollars flowing to chipmakers, hardware, and networking firms across the entire sector.

• Many financial professionals are salespeople paid on what they push, not whether you end up wealthier. A fiduciary is the opposite. The SEC legally requires them to put your interests first. Advisor.com's free matching tool pairs you with vetted fiduciaries from major national firms, all in under three minutes. See who you match with today.

Every time you open your phone, there's another headline about Alphabet ( NASDAQ:GOOGL ). Gemini this, Waymo that, Google Cloud printing money. The stock is up, your group chat won't shut up, and you're wondering why you didn't just click buy back in January.

CL STOCK / Shutterstock.com Relax. You didn't miss the trade. You just needed to own the neighborhood. The specific house was optional. And the neighborhood, in this case, is the Technology Select Sector SPDR Fund ( NYSEARCA:XLK ), which did something surprising this year: it beat Alphabet.

The Numbers Nobody's Tweeting About

From December 31, 2025 through July 10, 2026, GOOGL is up 14.26%, moving from $312.60 to $357.18. Not bad. A $10,000 position on New Year's Day would be worth roughly $11,426 today.

Now the plot twist. Over that exact same window, XLK returned 29.35%, climbing from $143.62 to $185.78. That same $10,000 in the ETF? Roughly $12,935. The basket beat the celebrity stock by a wide margin, and it did so without you needing to have any conviction about Sundar Pichai's product roadmap.

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Why the Rising Tide Was the Real Story

Alphabet's 2026 has been genuinely spectacular. In Q1, reported April 29, 2026, EPS came in at $5.11 versus $2.63 expected, revenue hit $109.90 billion, up 21.8% year over year, and Google Cloud grew 63% to $20.03 billion with a backlog north of $460 billion. Pichai told investors "2026 is off to a terrific start. Our AI investments and full stack approach are lighting up every part of the business." Management guided 2026 capex to $175 billion to $185 billion.

Read that capex line again. That is the tell. Alphabet isn't the only hyperscaler spending like this, and every dollar they and their peers plow into AI infrastructure lands somewhere in the technology sector: chip designers, memory makers, networking gear, foundries, hardware, software. That's the theme XLK is built to capture. The fund tracks the S&P Technology Select Sector Index, a basket of U.S. large-cap tech names anchored by the semiconductor and platform companies at the center of the AI buildout.

Story Continues

The winning move was exposure to the force pushing all of them higher, regardless of which name printed the cleanest quarter.

The Trade-Off You're Skipping

Let's be square about it: GOOGL holders made real money this year, and if you're the type who lives for owning the exact ticker, the ETF path leaves some upside on the table. In shorter windows, sure. On a one-year lookback, GOOGL is actually up 101.67%, versus XLK's 45.34%. Great stocks can lap their sectors. Everyone knows this.

What everyone forgets is the other direction. Single-stock risk cuts both ways. A blown quarter, a regulatory swipe, a botched product launch, a CEO comment that lands wrong, and the same stock you were bragging about at dinner is down 30% by Friday. The graveyard of 2020s hot tickers, from post-hype EV names to AI story stocks that missed one earnings report, is deep. Spreading the same dollars across a diversified tech basket at an expense ratio of 0.08% is how you keep the theme and skip the crater. (If you want to see which players in the AI supply chain matter beyond the chipmakers themselves, our 7 Stocks Powering the AI Boom (That Aren't Chipmakers) research walks through the ones we're watching.)

Process Over Prediction

Chasing hot tickers is stock-picking with extra regret attached. If you win, you always wonder if you should have sized bigger. If you lose, you replay the trade for a year. Owning the theme quietly hands you most of the move and lets you sleep.

The GOOGL-versus-XLK scoreboard for 2026 is a reminder that when a whole sector is being pulled higher by the same underlying force, the arithmetic of a diversified basket often does the work for you. The investor who bought no individual AI stock this year and just held a plain sector fund is up more than the investor who nailed one of the megacap AI winners.

Next time a stock is inescapable on your feed, the useful question is: what's driving it, and is there a broader way to own that driver? Most of the time, there is.

Are You Ready To Retire, Or Years Behind?

Most Americans have no idea where they actually stand. Most guess, or hope Social Security and a 401(k) will work out. Advisor.com's new matching tool gives you a real answer, free.

They pair you with a fiduciary (required by law to put YOUR interest first) with questions related to taxes, estate planning, retirement, insurance analysis, and more. See you who you match with today, and get the answers you need.

Contact editorial@247wallst.com for any questions or corrections.

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SpaceX股权慈善捐赠

重要性2/5 中低

高管和股权事实具新闻价值，但没有公司经营或估值传导证据。

标签

标的：`SPCX`来源：Benzinga发布日期：2026-07-10重要性：2/5 中低评级理由：高管和股权事实具新闻价值，但没有公司经营或估值传导证据。评级依据：时效性, 标的直接相关, 证据有限原文字数：1006

中文摘要

核心结论

SpaceX总裁Gwynne Shotwell及其丈夫捐赠3.25亿美元SpaceX股权，用于“特朗普账户”计划覆盖逾200万名儿童；这是一项慈善和政治项目事实，文章未显示其改变SPCX经营或资本结构。

重要性评级

评级：2/5（中低）。涉及SpaceX股权和核心高管，但与公司业务、收入、发射或估值没有直接传导证据。

关键事实

• 文中称Shotwell夫妇捐赠3.25亿美元SpaceX股权。
• 捐赠拟用于逾200万名11至17岁、低收入家庭儿童的“特朗普账户”。
• 账户资金自动投资于标普500指数基金，家庭、雇主及其他方每年可额外缴款最高5000美元。
• 迈克尔和苏珊·戴尔承诺捐赠62.5亿美元；Ray Dalio夫妇承诺至少7500万美元。
• 文中称截至06月，近600万名儿童已参加该计划。

作者观点与证据

文章将捐赠描述为扩大儿童金融支持的行动，主体信息来自总统表态和项目叙述。它没有披露捐赠股份的来源、锁定安排、对SpaceX股本或控制权的影响。

与相关标的的关系

SPCX对应SpaceX。高管持股捐赠可能涉及个人股权处置，但原文没有证明公司融资、营运、订单或市场估值受到影响。

时效性与限制

发表于美东时间 07/10 18:31（UTC+8 07/11 06:31）。事件新近发生，但文章夹带大量与SpaceX无关的理财推广内容，需以捐赠方或项目官方披露核验。

后续跟踪

• 捐赠股权的交割与受赠结构。
• 是否披露对SpaceX持股比例的影响。
• 项目参与人数和资金落实情况。

英文原文

Trump Praises SpaceX President Gwynne Shotwell

Trump Praises SpaceX President Gwynne Shotwell's 'Extreme Generosity' After Her $325 Million Trump Accounts Stock Donation

Namrata Sen

Sat, July 11, 2026 at 6:31 AM GMT+8 5 min read

• SPCX

-4.51%

• DELL

-3.39%

Benzinga and Yahoo Finance LLC may earn commission or revenue on some items through the links below.

President Donald Trump expressed his gratitude to Space Exploration Technologies Corp. President Gwynne Shotwell and her husband, Robert Shotwell , for their donation of SpaceX stock to help children achieve the American Dream through the Trump Accounts.

Late Wednesday, Trump took to Truth Social to acknowledge the Shotwells' $325 million contribution of SpaceX stock. He praised the couple's "extreme generosity" and highlighted the positive impact their donation will have on thousands of children.

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Trump Accounts Gain Support

The President's post came in response to Shotwell's announcement that she and her husband would donate SpaceX shares to "Trump Accounts" for more than 2 million American children. The gift is intended for children aged 11 to 17 from lower-income households, with a particular focus on those living near the Shotwells' central Texas home.

The Shotwells' donation comes as part of the Invest America program, which aims to provide financial support to children in need. The funds are automatically invested in an S&P 500 index fund, and additional contributions can be made by families, employers, and other parties up to $5,000 annually.

See Also: Avoid the #1 Investing Mistake: How Your 'Safe' Holdings Could Be Costing You Big Time

Trump's recognition of the Shotwells' contribution comes after he expressed confidence that CEO Elon Musk might also donate SpaceX stock to the program. The president has expressed confidence in his relationship with Musk, despite past disagreements over electric vehicle mandates.

The donation adds Gwynne Shotwell to a growing list of wealthy supporters of Trump Accounts. Michael and Susan Dell of Dell Technologies Inc. pledged $6.25 billion to provide $250 to 25 million children, while Ray Dalio and his wife Barbara committed at least $75 million for over 300,000 children in Connecticut. Ray Dalio has said the program can help teach young people about finance, investing and capitalism.

According to Robinhood Markets Inc . CEO Vlad Tenev , the growth of Trump Accounts has outpaced that of many of America's most successful tech companies. As of June, nearly 6 million children had enrolled in the program.

Image via Shutterstock

• Skip the Regrets: The Essential Retirement Tips Experts Wish Everyone Knew Earlier.

• Think you're saving enough for your kids? You might be dangerously off — see why

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Building Wealth Across More Than Just the Market

Building a resilient portfolio means thinking beyond a single asset or market trend. Economic cycles shift, sectors rise and fall, and no one investment performs well in every environment. That's why many investors look to diversify with platforms that provide access to real estate, fixed-income opportunities, precious metals, and even self-directed retirement accounts. By spreading exposure across multiple asset classes, it becomes easier to manage risk, capture steady returns, and create long-term wealth that isn't tied to the fortunes of just one company or industry.

Arrived

Backed by Jeff Bezos, Arrived Homes makes real estate investing accessible with a low barrier to entry. Investors can buy fractional shares of single-family rentals and vacation homes starting with as little as $100 . This allows everyday investors to diversify into real estate, collect rental income, and build long-term wealth without needing to manage properties directly.

FarmTogether

Farmland has historically held its value through market volatility and delivered returns uncorrelated to stocks and bonds. For accredited investors, FarmTogether offers direct access to high-quality U.S. farmland starting at $15,000 — fully managed, with no landlord headaches.

Immersed

Immersed is building technology for the future of work through spatial computing. Known for its AR/VR productivity platform that enables users to work across multiple virtual screens, the company has grown to more than 1.5 million users worldwide. Immersed is also developing Visor, a lightweight headset designed specifically for professional productivity, positioning the company at the intersection of remote work, extended reality (XR), and next-generation computing.

Fundrise

Private real estate and private credit can add income and stability to a stock-heavy portfolio. Fundrise offers access to diversified private real estate and credit strategies through an easy-to-use platform, with professionally managed portfolios designed to generate passive income and long-term growth.

Realberry

Institutional-quality real estate has traditionally been difficult for individual investors to access. Realberry gives accredited investors direct access to private real estate opportunities backed by a team with 35 years of experience, $3.4 billion in assets under management, and $481 million in cumulative distributions paid to investors as of Q4 2025, according to the company. With a portfolio spanning 13 million square feet across seven U.S. states, Realberry focuses on acquiring, developing, and managing real estate with an emphasis on long-term value creation while its principals often invest alongside clients to help align interests.

Mode Mobile

Mode Mobile is changing the way people interact with their phones by letting users earn money from the same apps and activities they already use every day. Instead of platforms keeping all the advertising revenue, Mode Mobile shares a portion back with users who engage with content, play games, and scroll on their devices. Named one of Deloitte's fastest-growing software companies in North America, the company has built a large beta user base and is scaling a model that turns everyday smartphone usage into a potential income stream.

EquityMultiple

For accredited investors looking beyond stocks and bonds, EquityMultiple provides access to vetted commercial real estate deals starting at $5,000 , with only ~5% of opportunities passing their due diligence process.

© 2026 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.

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科技与大盘基金业绩窗口

重要性2/5 中低

提供大型科技股基金权重和财报窗口背景，但核心是产品推荐。

标签

标的：`MSFT`来源：24/7 Wall St.发布日期：2026-07-10重要性：2/5 中低评级理由：提供大型科技股基金权重和财报窗口背景，但核心是产品推荐。评级依据：时效性较高, MSFT间接相关, 基金数据有参考价值, 营销与观点成分较高原文字数：855

中文摘要

核心结论

文章主张以先锋信息技术ETF和先锋标普500ETF覆盖即将到来的财报季：前者集中于人工智能大型科技股，后者保留跨行业配置。其判断依赖作者对科技盈利和人工智能商业化的乐观预期。

重要性评级

评级：2/5（中低）。VGT与VOO的成分及行业权重对MSFT等大型股有参考价值，但文章带有明确产品推介和推荐口吻，缺乏独立估值证据。

关键事实

• VGT（先锋信息技术交易所交易基金）成立于2004年01月，费率0.09%，管理资产1,465.8亿美元，持有328只股票，年初至今回报25.21%。
• VGT主要持仓包括NVDA、MSFT、AAPL和AVGO。
• 文中称微软与苹果分别预计在07/28和07/30附近发布业绩。
• VOO（先锋标普500交易所交易基金）追踪约500家美国大型上市公司。
• VOO行业配置为科技38.55%、金融11.10%、通信10.37%、可选消费9.81%、医疗8.28%、工业8.09%。
• 文章把Meta向外部客户出售人工智能算力的进展列为财报季观察事项。

作者观点与证据

作者偏好用基金分散单一公司财报波动，并判断人工智能支出可继续转化为业绩。事实依据是基金持仓与权重；对盈利结果的预期没有给出分析师一致预期或基金估值数据。

与相关标的的关系

MSFT是VGT重要持仓，亦通过VOO间接受益或受影响；NVDA、AAPL、AVGO、META、GOOG和AMZN也构成两只基金的主要大型科技暴露。

时效性与限制

发表于美东时间 07/10 18:12（UTC+8 07/11 06:12）。可用于财报季前的指数权重背景；来源为观点文章，含推广内容，未提供基金持仓实时日期及完整风险数据。

后续跟踪

• MSFT、AAPL等主要持仓的财报日期与指引。
• VGT和VOO的最新持仓权重。
• Meta外部算力服务的公司披露。

英文原文

I’d Put $25,000 in These 2 ETFs Before the Next Earnings Season

I’d Put $25,000 in These 2 ETFs Before the Next Earnings Season

Ryne Mauck

Sat, July 11, 2026 at 6:12 AM GMT+8 4 min read

• VOO

+0.46%

• NVDA

+4.03%

• MSFT

+0.19%

• AAPL

-0.28%

• AVGO

-0.28%

Quick Read

• VGT and VOO pair concentrated tech exposure with broad S&P 500 diversification, capturing AI upside while limiting single-stock earnings risk.

• VGT's top holdings include Nvidia, Microsoft, Apple, and Broadcom, all of which report earnings in late July, making the fund a direct AI earnings play.

• VOO's sector mix is 39% tech, 11% financials, and 8% healthcare, which provides a built-in hedge if technology earnings disappoint this season.

• Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

Second-quarter earnings season is set to kick off, with investors looking for confirmation that artificial intelligence spending can continue to translate into strong earnings. Rather than trying to predict which individual company will deliver the best results, I'd select two ETFs positioned to benefit from both the AI narrative and broader U.S. economic growth. These two funds are the Vanguard Information Technology ETF (VGT) and the Vanguard S&P 500 ETF (VOO) .

While individual earnings reports often generate significant volatility, investors do not necessarily need to guess which company will deliver the biggest surprise. Instead, ETFs offer a way to participate in potential upside while reducing company-specific risk.

Gorodenkoff / Shutterstock.com

Vanguard Information Technology ETF (VGT)

Launched in January 2004, VGT has long served as a way for investors to increase technology exposure in their portfolios. Charging an expense ratio of just 0.09%, the fund spreads its current assets under management of $146.58 billion across 328 holdings, providing a 25.21% year-to-date return.

In the current bull market environment, technology remains the main driver of growth, and in my view this momentum will carry into the next earnings season.

VGT provides concentrated exposure to many of the top names expected to drive market sentiment. Its largest holdings include Nvidia (NVDA), Microsoft (MSFT), Apple (AAPL), and Broadcom (AVGO), all companies at the center of the AI trade.

Top holdings such as Microsoft and Apple are expected to release earnings near the end of the month (July 28th and July 30th, respectively).

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

With fears surrounding excessive capex, markets will be closely monitoring spending plans, demand for cloud computing, and the effective monetization of AI projects. If technology companies once again exceed analysts' expectations, VGT is well positioned to benefit thanks to its concentration in some of the sector's largest winners.

Story Continues

Vanguard S&P 500 ETF (VOO)

While VGT provides targeted exposure to technology, VOO offers a somewhat more balanced way to participate in this earnings season.

The ETF tracks the S&P 500 Index and holds approximately 500 of the largest publicly traded companies in the United States. While VOO's top sector allocation is in technology (approximately 39%), investors also gain meaningful exposure to financials (11.10%), healthcare (8.28%), and industrials (8.09%).

Companies such as Tesla (TSLA), Alphabet (GOOGL, GOOG), Meta Platforms (META), and Amazon (AMZN) are among the top names to watch in the S&P 500, all expected to release earnings near the end of the month.

Of particular interest, investors will also be watching for updates on Meta's plans to sell AI compute capacity to external customers. If successful, the initiative could create an additional long-term revenue stream for the company while also helping offset its substantial AI infrastructure spending.

If technology earnings were to disappoint, VOO's diversification across sectors could serve as a potential hedge. Specific non-tech names to watch include JP Morgan Chase & Co. (JPM), Berkshire Hathaway (BRK.B), and UnitedHealth Group Inc. (UNH). All expected to report earnings from the middle to the end of the month.

VOO Sector Breakdown

% Allocated

Technology

38.55%

Financials

11.10%

Communication

10.37%

Consumer Cyclical

9.81%

Health Care

8.28%

Industrials

8.09%

Consumer Defensive

4.37%

Energy

3.13%

Utilities

2.10%

Basic Material

1.83%

Real Estate

1.80%

Why VGT and VOO Work Well Together

Taken together, VGT and VOO create a portfolio that balances growth and diversification. While VGT provides concentrated technology exposure, VOO offers broader exposure to the entire U.S. economy. By allocating to both funds, investors gain access to multiple themes likely to shape this earnings season as well as the years ahead.

Final Takeaway

While no one knows which companies will deliver the biggest surprises this earnings season, investors do not necessarily need to predict the outcome of every quarterly report to position themselves for long-term success.

Combined, VGT and VOO offer an attractive combination of growth potential and diversification. As earnings season unfolds, the two funds provide exposure to both the companies leading the AI trend as well as the broader U.S. economy.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

Contact editorial@247wallst.com for any questions or corrections.

打开原文

Tailored Brands重启上市

重要性1/5 低

文章核心是零售商上市申报，SPCX只有修辞性提及。

标签

标的：`SPCX`来源：WWD发布日期：2026-07-10重要性：1/5 低评级理由：文章核心是零售商上市申报，SPCX只有修辞性提及。评级依据：标的相关性较弱, 事实密度, 背景材料原文字数：604

中文摘要

核心结论

男装零售商Tailored Brands提交再次首次公开募股注册文件，计划将直接发行所得用于偿债和一般企业用途。文章以SpaceX上市热度作市场背景，二者没有已证实的业务或资本关系。

重要性评级

评级：1/5（低）。SPCX只是叙事性类比对象，正文没有提供SpaceX相关经营或市场事实。

关键事实

• Tailored Brands是Men's Wearhouse、Jos. A. Bank和K&G的母公司，已于周五提交再次上市注册文件。
• 该公司曾在2020年08月申请破产，并于当年12月完成重组。
• 文件称其在美国定制服装市场约占三分之一份额、正装衬衫约占五分之一、男装租赁约占近60%。
• 公司去年净销售额同比增长2.1%至25亿美元，盈利同比增长25.5%至2.172亿美元。
• 发行股数与价格尚未披露，直接发行所得拟用于偿债和一般企业用途。

作者观点与证据

作者把该公司再次上市放入近期企业寻求公开市场融资的背景中。市场份额和经营数据来自注册文件与公司口径，发行定价和估值尚未确定。

与相关标的的关系

SPCX仅被用作其他公司上市意愿增强的修辞参照，文章未显示SpaceX对Tailored Brands融资、行业需求或财务结果产生影响。

时效性与限制

发表于美东时间 07/10 18:10（UTC+8 07/11 06:10）。Tailored Brands申报具有时效性，但对SPCX日报阅读价值很低，且发行细节空缺。

后续跟踪

• Tailored Brands后续招股书中的发行规模和定价。
• 债务偿还安排和杠杆变化。
• SpaceX相关信息是否出现在独立披露中。

英文原文

Tailored Brands Files for IPO

Tailored Brands Files for IPO

Tailored Brands Files for IPO · WWD · Courtesy of Tailored Brands

Evan Clark

Sat, July 11, 2026 at 6:10 AM GMT+8 3 min read

• SPCX

-4.51%

More investors who have been holding on to fashion companies see the getting is good on Wall Street and are looking to follow SpaceX to the moon via their own IPOs.

The latest is Tailored Brands Inc. — parent to Men's Wearhouse, Jos. A. Bank and K&G — which filed its registration statement to go public again on Friday. The firm joins Reformation, which is also going to try its hand at the open market.

More from WWD

• Tailored Brands Looks to Return to Wall Street With a Second IPO

• China's Saint Angelo Launches Bespoke Line, Signs Scabal Partnership in London

• Tailored Brands Names New CFO, Chief Operating Officer to Position It for Growth

Tailored Brands , the largest men's specialty retailer in the U.S., was founded as The Men's Wearhouse in 1973, but picked up a pile of debt after buying Jos. A. Bank, a key competitor.

The pandemic proved to be too much and the-then public company filed for bankruptcy in August 2020, emerging that December with its former lenders in the driver's seat .

Since then, Tailored Brands has sought to use the power of its size and its focus on a single category to sharpen its business.

The registration statement, filed with regulators, pointed to research showing that the company sells one in three pieces of tailored apparel and about one in five dress shirts in the U.S. It also has nearly a 60 percent share of the men's rental market.

Net sales inched up 2.1 percent to $2.5 billion last year as earnings grew by 25.5 percent to $217.2 million.

Details of the offering, including how many shares will be sold and at what price, were left blank, as is typically the case. The company will now make its pitch to big investors to set its initial valuation and, after the offering, those first investors will turn around and feed the shares into the open market.

Tailored Brands said it would use the proceeds from any shares it sells direct to pay down debt and for general corporate purposes.

John Tighe, who became chief executive officer of the company five years ago, started to sketch out his take on the company and the investment thesis in a letter to prospective shareholders included with the filing.

"Our business is built on genuine human connection: customers feeling welcomed, supported and understood," he said. "For many men, buying a suit marks a significant milestone, whether it be a prom, graduation, first job, wedding or another defining life event. Every day, customers walk into our stores seeking guidance for these occasions. Helping them feel confident and at their best is at the heart of our culture."

Story Continues

From that foundation, he sees plenty of room to grow.

"We are successfully introducing our brands to new customers and deepening our relationship with millions of previous customers," Tighe said. "Our self-funded investments in highly productive new stores, a world-class marketing engine and a deeper presence in the $33 billion polished casual category is just beginning to unlock our full potential."

Best of WWD

• Harvey Nichols Sees Sales Dip, Losses Widen in Year Marred by Closures

• Nike Logs $1.3 Billion Profit, But Supply Chain Issues Persist

• Zegna Shares Start Trading on New York Stock Exchange

Sign up for WWD's Newsletter . For the latest news, follow us on Facebook , Twitter , and Instagram .

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Marvell回调与高估值压力

重要性3/5 中

MRVL直接相关，覆盖价格、业绩预期、估值和修订，但缺少基本面变化的原始公司证据。

标签

标的：`MRVL`来源：Zacks发布日期：2026-07-10重要性：3/5 中评级理由：MRVL直接相关，覆盖价格、业绩预期、估值和修订，但缺少基本面变化的原始公司证据。评级依据：MRVL直接相关, 时效性较高, 包含量化预测与估值, 单一研究机构方法论原文字数：598

中文摘要

核心结论

Marvell单日跑输大盘且近1个月下跌，但市场仍预期其下一季和全年收入、每股收益实现较高增长。60.16倍远期市盈率及近期一致预期小幅下调，显示增长预期与估值之间存在压力。

重要性评级

评级：3/5（中）。MRVL为输入直接标的，文章给出股价、盈利预测、估值和预测修订；数据主要来自Zacks一致预期及其自有评级体系。

关键事实

• MRVL最近收于235.81美元，单日下跌3.07%，同期标普500指数上涨0.42%，道琼斯指数上涨0.29%，纳斯达克指数上涨0.29%。
• 过去1个月MRVL下跌13.34%，同期计算机与科技板块上涨0.85%，标普500指数上涨2.2%。
• 市场预计下一季每股收益0.93美元，同比增长38.81%；收入27.1亿美元，同比增长35.1%。
• 全财年一致预期为每股收益4.04美元、收入115.4亿美元，同比增42.25%和40.88%。
• 过去30天一致预期每股收益下调0.22%。
• 远期市盈率60.16倍，高于行业平均49.7倍；Zacks评级为3级“持有”。

作者观点与证据

文章强调盈利预测修订与短期股价的关系，并引用Zacks评级体系。增长预测、估值倍数与股价表现是可比事实；“修订直接决定近期股价”的说法属于Zacks方法论，未给出公司基本面变化原因。

与相关标的的关系

MRVL为直接标的。文章没有提供与其他芯片公司、客户订单或人工智能数据中心需求的具体传导信息。

时效性与限制

发表于美东时间 07/10 17:45（UTC+8 07/11 05:45）。适合财报前检查预期变化；缺少业绩发布日期、产品订单、毛利率及管理层指引，且评级体系来自单一研究机构。

后续跟踪

• 下一季财报实际收入、每股收益与指引。
• 一致预期的持续修订方向。
• 数据中心与定制芯片产品的订单及毛利率。

英文原文

Marvell Technology (MRVL) Stock Sinks As Market Gains: Here

Marvell Technology (MRVL) Stock Sinks As Market Gains: Here's Why

Marvell Technology (MRVL) Stock Sinks As Market Gains: Here's Why · Zacks

Zacks Equity Research

Sat, July 11, 2026 at 5:45 AM GMT+8 3 min read

• MRVL

-3.07%

• ^GSPC

+0.42%

• ^DJI

+0.29%

In the latest trading session, Marvell Technology (MRVL) closed at $235.81, marking a -3.07% move from the previous day. This move lagged the S&P 500's daily gain of 0.42%. On the other hand, the Dow registered a gain of 0.29%, and the technology-centric Nasdaq increased by 0.29%.

Shares of the chipmaker have depreciated by 13.34% over the course of the past month, underperforming the Computer and Technology sector's gain of 0.85%, and the S&P 500's gain of 2.2%.

The investment community will be paying close attention to the earnings performance of Marvell Technology in its upcoming release. The company is forecasted to report an EPS of $0.93, showcasing a 38.81% upward movement from the corresponding quarter of the prior year. Meanwhile, the Zacks Consensus Estimate for revenue is projecting net sales of $2.71 billion, up 35.1% from the year-ago period.

In terms of the entire fiscal year, the Zacks Consensus Estimates predict earnings of $4.04 per share and a revenue of $11.54 billion, indicating changes of +42.25% and +40.88%, respectively, from the former year.

Additionally, investors should keep an eye on any recent revisions to analyst forecasts for Marvell Technology. These latest adjustments often mirror the shifting dynamics of short-term business patterns. Therefore, positive revisions in estimates convey analysts' confidence in the business performance and profit potential.

Based on our research, we believe these estimate revisions are directly related to near-term stock moves. Investors can capitalize on this by using the Zacks Rank. This model considers these estimate changes and provides a simple, actionable rating system.

The Zacks Rank system, ranging from #1 (Strong Buy) to #5 (Strong Sell), possesses a remarkable history of outdoing, externally audited, with #1 stocks returning an average annual gain of +25% since 1988. Over the last 30 days, the Zacks Consensus EPS estimate has witnessed a 0.22% decrease. Marvell Technology is holding a Zacks Rank of #3 (Hold) right now.

Looking at valuation, Marvell Technology is presently trading at a Forward P/E ratio of 60.16. For comparison, its industry has an average Forward P/E of 49.7, which means Marvell Technology is trading at a premium to the group.

It's also important to note that MRVL currently trades at a PEG ratio of 1.21. The PEG ratio is akin to the commonly utilized P/E ratio, but this measure also incorporates the company's anticipated earnings growth rate. By the end of yesterday's trading, the Electronics - Semiconductors industry had an average PEG ratio of 1.89.

Story Continues

The Electronics - Semiconductors industry is part of the Computer and Technology sector. At present, this industry carries a Zacks Industry Rank of 42, placing it within the top 18% of over 250 industries.

The Zacks Industry Rank evaluates the power of our distinct industry groups by determining the average Zacks Rank of the individual stocks forming the groups. Our research shows that the top 50% rated industries outperform the bottom half by a factor of 2 to 1.

You can find more information on all of these metrics, and much more, on Zacks.com.

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

Marvell Technology, Inc. (MRVL) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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美股收官与监管焦点

重要性3/5 中

市场收盘数据新鲜且提及CRCL监管事件，但对该标的没有独立分析。

标签

标的：`CRCL`来源：Stocktwits发布日期：2026-07-10重要性：3/5 中评级理由：市场收盘数据新鲜且提及CRCL监管事件，但对该标的没有独立分析。评级依据：时效性, 市场背景, 标的直接相关原文字数：801

中文摘要

核心结论

美国主要股指在周五收高，科技和半导体交易所交易基金支撑盘面；CRCL的监管获批被列为当日关注事项，文章没有提供其单独业务分析。

重要性评级

评级：3/5（中）。内容更新及时，能补充CRCL所处市场环境，但核心是指数收盘综述，CRCL事实较少。

关键事实

• 标普500指数上涨0.4%至7575.39点，纳斯达克100指数上涨0.3%至29825.11点，道琼斯工业平均指数上涨0.3%至52637.01点。
• 罗素2000指数下跌0.5%，显示小盘股未与大盘同步走强。
• SPY（标普500交易所交易基金）上涨0.5%，QQQ（纳斯达克100交易所交易基金）约涨0.4%，DIA（道琼斯交易所交易基金）上涨0.4%。
• SMH（半导体交易所交易基金）上涨0.5%，Meta和英伟达上涨抵消了美光、博通和亚马逊等部分走弱。
• SK海力士美国存托凭证开盘170美元，较149美元发行价约高13%。
• 文中列出CRCL获得OCC批准设立Circle National Trust。

作者观点与证据

文章把科技股上涨、SK海力士首秀和临近财报季的高预期作为市场主线。零售情绪数据来自Stocktwits平台，不能代表全部资金；地缘政治影响的说法援引单一财富管理人士。

与相关标的的关系

CRCL只作为当日热门个股被提及，其监管批准与指数上涨之间没有被证明存在因果关系。SK海力士首日表现可补充半导体风险偏好背景。

时效性与限制

发表于美东时间 07/10 17:31（UTC+8 07/11 05:31）。适合引用收盘环境；不含CRCL财务、估值或牌照执行细节。

后续跟踪

• 财报季对科技股高预期的验证。
• CRCL信托银行的开业与监管披露。
• 半导体交易所交易基金与大盘指数的相对表现。

英文原文

S&P 500, Nasdaq End Week Higher Following Strong SK Hynix Debut — META, SKHVY, CRCL, BA, DAL In Focus

S&P 500, Nasdaq End Week Higher Following Strong SK Hynix Debut — META, SKHVY, CRCL, BA, DAL In Focus

S&P 500, Nasdaq End Week Higher Following Strong SK Hynix Debut — META, SKHVY, CRCL, BA, DAL In Focus · Stocktwits

Shashank Nayar

Sat, July 11, 2026 at 5:31 AM GMT+8 3 min read

• 000660.KS

-0.27%

• ^GSPC

+0.42%

• DAL

-1.81%

• ^RUT

-0.49%

• SMH

+0.54%

• The S&P 500 ended 0.4% higher, while the Nasdaq 100 rose 0.3% and the Dow Jones Industrial Average gained 0.3%.

• SK Hynix surged 13% above their offering price after a blockbuster share sale.

• Delta Air Lines Inc. reaffirmed its full-year profit guidance.

U.S. stock indices ended higher on Friday following a strong debut from South Korean memory chip maker SK Hynix as investors prepare for the earnings season.

The S&P 500 ended 0.4% higher, while the Nasdaq 100 rose 0.3% and the Dow Jones Industrial Average gained 0.3%. The Russell 2000, which tracks stocks with small market capitalizations, fell 0.5%.

See what 10M+ investors are talking about. Get the Stocktwits Daily Rip for what retail is watching right now, free to your inbox

Among ETFs tracking benchmark indexes, the SPDR S&P 500 ETF (SPY) gained 0.5% and Invesco QQQ Trust (QQQ) ended Friday around 0.4% higher, while the SPDR Dow Jones Industrial Average ETF Trust (DIA) rose 0.4%.

Meanwhile, the VanEck Semiconductor ETF (SMH) added 0.5%, while the broader Vanguard Information Technology ETF (VGT) rose about 0.3%, with gains in Meta Platforms (META) and Nvidia (NVDA) offsetting weakness in Micron (MU), SpaceX (SPCX), Broadcom (AVGO) and Amazon (AMZN).

Retail sentiment on Stocktwits for SPY, QQQ and DIA was between 'extremely bullish' and 'neutral' zones with 'normal' to 'high' message volumes.

US Market Drivers

Index

Move

Close

Dow Jones Industrial Average

0.3%

52,637.01

S&P 500

0.4%

7,575.39

Nasdaq 100

0.3%

29,825.11

Meta (META), along with Hewlett-Packard (HPE) and Arista Networks (ANET), were the top gainers in the S&P 500. Meta's launch of its Muse Spark 1.1 to tackle competition from OpenAI and Anthropic in the AI coding space coupled with its plans to begin manufacturing its in-house AI chip, codenamed 'Iris,' in September supported stock prices.

South Korean memory chip manufacturer SK Hynix made its U.S. debut on Friday, opening at $170 on the Nasdaq and last trading up about 13%. The company's American depository receipts, which surged dramatically this year amid massive demand for memory, were priced at $149 each.

While tech stocks provided support, oil prices eased after President Donald Trump noted talks with Iran would continue, shortly after he claimed the ceasefire with Iran was over.

"The muted reaction to the re-escalation of Iran tensions this week is prime evidence that the market is looking past geopolitical tensions," said Clark Bellin at Bellwether Wealth, told Bloomberg. "While the stock market is gearing up for another strong earnings season, expectations are higher."

Story Continues

Investors would now tend to shift their attention to Q2 earnings as corporate America begins reporting quarterly earnings at a time when investor expectations, especially from tech and AI stocks, seem to be the highest they've ever been.

Trending Stocks To Watch

SK Hynix (SKHVY): The historic Wall Street debut of South Korean memory chipmaker SK Hynix Inc. (SKHVY) has triggered a rush of interest from international companies looking to tap into U.S. exchanges, according to Nasdaq Inc. leadership.

Boeing (BA): The aircraft maker formally opened its fourth 737 Max assembly line near Seattle on Friday, as the US planemaker looks to cash in on its growing backlog.

Circle (CRCL): Circle received final approval from the U.S. Office of the Comptroller of the Currency (OCC) to establish First National Digital Currency Bank, which would operate as Circle National Trust.

Meta Platforms (META): The stock breached its 200-day moving average (200-DMA) for the first time in over two months, as optimism around its AI initiatives, along with bullish Wall Street commentary, lifted investor sentiment.

Delta Airlines (DAL): Chief commercial officer, Joe Esposito, said the airline is witnessing continued momentum across its customer segments and expects it to persist through the year.

Read More: SK Hynix's Blockbuster IPO Could Spark Fresh Foreign Interest In US Listings, Nasdaq's Nelson Griggs Says

For updates and corrections, email newsroom[at]stocktwits[dot]com.

Shashank Nayar has no position in any of the stocks mentioned in this article. StockTwits' news team content is for informational purposes only and is not intended as investment advice. For more, see our editorial policy . This article was originally published on StockTwits .

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打开原文

SpaceX上市潮的参照

重要性2/5 中低

涉及SPCX和指数纳入，但正文不足以验证关键数字或评估影响。

标签

标的：`SPCX`来源：Barrons.com发布日期：2026-07-10重要性：2/5 中低评级理由：涉及SPCX和指数纳入，但正文不足以验证关键数字或评估影响。评级依据：时效性, 标的直接相关, 证据有限原文字数：91

中文摘要

核心结论

Barron's短讯称SpaceX首次公开募股已创造逾4000名百万富翁，并在周二纳入纳斯达克100指数；文章把它作为本年度大型上市活动的参照，但没有提供估值、经营或指数纳入细节。

重要性评级

评级：2/5（中低）。与SPCX直接相关且涉及指数纳入，但可访问内容过短，关键数字和定义无法核验。

关键事实

• 文中估计SpaceX首次公开募股创造超过4000名百万富翁。
• SpaceX于周二纳入纳斯达克100指数。
• 文章认为SpaceX不太可能是本年度唯一的大型首次公开募股。
• BlackRock被列为QQQ（纳斯达克100交易所交易基金）竞争背景中的参与者。

作者观点与证据

文章采用“IPO路线图”叙事，把SpaceX置于新股市场复苏的样本位置。百万富翁数量是估计值，原文没有列出估算方法、持股期限或财富计算口径。

与相关标的的关系

SPCX为核心标的；纳入纳斯达克100指数可能影响被动资金配置，但本文没有给出指数权重、资金流或具体生效机制。

时效性与限制

发表于美东时间 07/10 17:23（UTC+8 07/11 05:23）。信息接近当日市场，但正文只含摘要，需以交易所公告和公司文件核对。

后续跟踪

• 纳斯达克100指数纳入公告和权重。
• 被动资金流与成交数据。
• SpaceX上市后的公开披露和业绩数据。

英文原文

Week’s Best: SpaceX Created an IPO Road Map

Week’s Best: SpaceX Created an IPO Road Map

Week’s Best: SpaceX Created an IPO Road Map · Barrons.com · Everett Collection Inc. / Dreamstime

Barron’s Advisor Staff

Sat, July 11, 2026 at 5:23 AM GMT+8 3 min read

• SPCX

-4.51%

• QNDX

+0.45%

• STT

+0.03%

• STT-PG

-0.37%

• BLK

+1.61%

It is estimated that the SpaceX IPO created more than 4,000 millionaires. SpaceX, which joined the Nasdaq-100 index on Tuesday, isn’t likely to be the only mega IPO this year. BlackRock joins the QQQ fray.

Continue Reading

打开原文

剔除马斯克基金申报

重要性3/5 中

直接涉及SPCX的指数暴露与潜在替代产品，但基金未发行，权重和资金数据需核验。

标签

标的：`SPCX`来源：Moneywise发布日期：2026-07-10重要性：3/5 中评级理由：直接涉及SPCX的指数暴露与潜在替代产品，但基金未发行，权重和资金数据需核验。评级依据：时效性, 标的直接相关, 证据限制, 市场结构原文字数：1130

中文摘要

核心结论

Subversive Capital向美国证券交易委员会申报两只主动管理基金，拟在大型美国股票组合中排除马斯克相关企业；文章称特斯拉和SpaceX合计约占纳斯达克100指数8.4%，但新基金仍处申报等待期。

重要性评级

评级：3/5（中）。SPCX被直接纳入拟排除范围，且涉及指数被动配置背景；基金尚未获批或发行，权重数据来自第三方。

关键事实

• Subversive Capital申报Nasdaq-100 Ex-Elon Enterprises ETF与S&P 500 Ex-Elon Enterprises ETF两只主动管理交易所交易基金。
• QQNE拟排除特斯拉和SpaceX，SPNE拟排除特斯拉。
• 文中援引Slickcharts数据称，剔除特斯拉令标普500指数权重减少约2.2%。
• 文中称特斯拉和SpaceX合计约占纳斯达克100指数8.4%。
• 文章称SpaceX在首次公开募股后不足一个月，按“快速纳入”规则进入纳斯达克100指数。
• 文中援引路透社称，摩根大通估算指数纳入可能带来43亿美元与纳斯达克相关的被动配置需求。

作者观点与证据

作者将基金定位为面向不愿持有马斯克相关公司投资者的产品，也引用ETF行业人士对类似主题基金可持续性的怀疑。基金申报文件是核心事实，权重和潜在资金流为第三方数据或估算。

与相关标的的关系

SPCX若已处于纳斯达克100成分体系，拟排除基金凸显其在部分指数暴露中的集中度；该申报本身不改变SPCX的指数资格或公司基本面。

时效性与限制

发表于美东时间 07/10 17:15（UTC+8 07/11 05:15）。基金仍在监管等待期，名称、策略、发行和资产规模都可能变化；文章带有明显主题营销色彩。

后续跟踪

• 美国证券交易委员会对基金申报的进展。
• SPCX在纳斯达克100的实际权重。
• 指数纳入后的被动资金流和基金持仓披露。

英文原文

Subversive Capital files

Subversive Capital files 'Ex-Elon' ETFs with the SEC that strip Tesla and SpaceX from the S&P 500 and Nasdaq-100

Eric Esposito

Sat, July 11, 2026 at 5:15 AM GMT+8 5 min read

• SPCX

-4.51%

• ^GSPC

+0.42%

• TSLA

+0.30%

If you're sickened at the thought of making the world's first trillionaire richer, a pair of proposed anti-Elon ETFs may pique your interest.

The firm Subversive Capital recently filed for two new actively-managed funds (1) with the SEC that kick Elon Musk's companies out of America's largest indices. As Subversive wrote in its SEC prospectus, it hopes to "provide capital appreciation" for ETF investors by buying "a broad universe of large-capitalization U.S. equity securities, while excluding the equity securities of companies that are founded, controlled, or led by Elon Musk, or with which Mr. Musk is otherwise primarily associated."

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For more growth-oriented investors, there's the Nasdaq-100 Ex-Elon Enterprises ETF (QQNE) with every mega-cap tech company except Tesla and SpaceX. Subversive will also offer the S&P 500 Ex-Elon Enterprises ETF (SPNE), which tracks the 500 largest U.S.-based companies, excluding Tesla.

According to data from Slickcharts, removing Tesla from the S&P 500 reduces (2) its total weight by about 2.2%. However, the impact to the Nasdaq-100 is more substantial, since Tesla and SpaceX now account for about 8.4% (3) of the index.

News of Subversive's proposed ETF launch happened shortly after SpaceX joined the Nasdaq-100 index thanks to new "fast track" rules that helped it enter this elite group less than a month after its IPO. According to a Reuters report (4), JPMorgan estimated that this inclusion alone could be enough to attract $4.3 billion from fund managers forced to add it to their Nasdaq-related portfolios.

As it becomes harder to avoid propping up Elon Musk's empire, Subversive's products aim to offer the same degree of diversification for those who don't like Elon Musk's personality or politics.

According to Pew Research, 36% of Americans (5) are already in this camp. All of these respondents said they had a "very unfavorable opinion" of Mr. Musk.

MoneyWise reached out to Subversive Capital, but we were told they couldn't comment since their SEC filing is still in the waiting period.

Is the anti-Musk trade worth your money?

​While there are plenty of people who aren't Elon Musk fans, not everyone is convinced these ex-Elon ETFs are such a great idea.

Story Continues

In fact, ETF.com's former managing director Dave Nadig told MarketWatch (6) flat out that he thinks they're "gimmicks" and he's "extraordinarily skeptical" they will succeed.

To support his argument, Nadig discussed a similarly niche ETF (7) announced in February 2023 that offered a way to bet against popular "Mad Money" host Jim Cramer. After about a year, Tuttle Capital Management scrapped this offering because it simply didn't attract enough funds (8).

But even if Subversive's ETFs last longer than the ill-fated Inverse Cramer Tracker ETF, there's still the question of whether investors will be happy with their portfolio's performance.

After all, Tesla's stock soared roughly 87% over the past five years (9), contributing to the upward momentum of the S&P 500 and the Nasdaq.

Although we don't have historical data for SpaceX, a flurry of Wall Street analysts ranging from Morgan Stanley (10) to JPMorgan (11) now claim it's poised for upside.

There are no guarantees that Musk's companies will perform well in the long run, but investors interested in these kinds of products need to be comfortable with the risk of missing out on potential gains.

Read More: Are you paying too much for car insurance? Here are 3 clever ways to slash your monthly bill

A few investing tips if Elon annoys you

​For investors who want broad market diversification and an Elon Musk detox, the truth is that it's difficult to achieve today.

While it's possible to mimic the S&P 500 or Nasdaq-100 by buying an equal-weighted percentage of shares in every company except SpaceX and Tesla, do you honestly want to spend all that time, and potentially higher brokerage fees, managing this account?

For most people, it's probably more efficient just to look for ETFs or mutual funds that aren't so tech-heavy so you at least reduce the amount of Tesla or SpaceX you pick up. For instance, you'll be giving Musk far less money in an S&P 500 or Russell 3000 index versus one for the Nasdaq.

You might also consider putting more funds in an ETF tracking the Dow Jones Industrial Average (12) because you won't find Tesla or SpaceX there.​

Just be forewarned that creating an ex-Elon portfolio is more about feelings than making the optimal financial decisions. That doesn't mean Musk's companies are destined to make more money. However, this "strategy" is only for those who'd feel okay losing out on some gains for the satisfaction of sticking to their personal beliefs.

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Article Sources

We rely only on vetted sources and credible third-party reporting. For details, see our ethics and guidelines .

U.S. Securities and Exchange Commission ( 1 ), ( 7 ); Slickcharts ( 2 ), ( 3 ); Reuters ( 4 ); Pew Research Center ( 5 ); MarketWatch ( 6 ); Bloomberg ( 8 ); Google ( 9 ); CNBC ( 10 ), ( 11 ), ( 12 )

This article originally appeared on Moneywise.com under the title: Subversive Capital files 'Ex-Elon' ETFs with the SEC that strip Tesla and SpaceX from the S&P 500 and Nasdaq-100

This article provides information only and should not be construed as advice. It is provided without warranty of any kind.

打开原文

Circle获批带动股价

重要性3/5 中

来源可靠、时间接近市场收盘，但事实量很少。

标签

标的：`CRCL`来源：The Wall Street Journal发布日期：2026-07-10重要性：3/5 中评级理由：来源可靠、时间接近市场收盘，但事实量很少。评级依据：时效性, 标的直接相关, 来源质量原文字数：115

中文摘要

核心结论

《华尔街日报》快讯称，Circle获美国货币监理署批准设立全国性信托银行后，CRCL上涨约5%；同一则快讯还记录SK海力士美国上市首日上涨13%。

重要性评级

评级：3/5（中）。消息来源质量较高且发布时间接近收盘，但正文极短，缺乏监管条款和公司基本面细节。

关键事实

• 文中称CRCL上涨约5%，对应Circle获准设立全国性信托银行。
• 批准机构为OCC（美国货币监理署）。
• SK海力士在纳斯达克上市首日上涨13%至168.01美元。
• 文中称该次上市为外国公司规模最大的美国市场首秀。

作者观点与证据

文章是盘面速递，没有对CRCL的业务影响作评价。股价反应与监管获批在同一条快讯中出现，不能单独证明后者是全部涨幅来源。

与相关标的的关系

CRCL直接受监管消息覆盖；SK海力士信息属于科技市场背景。VOD和纳斯达克指数仅在行情列表中出现。

时效性与限制

发表于美东时间 07/10 17:07（UTC+8 07/11 05:07）。信息新鲜但篇幅约一分钟阅读量，适合与公司或监管原始披露交叉核验。

后续跟踪

• OCC批准文件中的业务边界。
• CRCL收盘后续表现和成交量。
• Circle National Trust的开业安排。

英文原文

Stocks to Watch Recap: SK Hynix, EasyJet, Circle, Vodafone

Stocks to Watch Recap: SK Hynix, EasyJet, Circle, Vodafone

Stocks to Watch Recap: SK Hynix, EasyJet, Circle, Vodafone · The Wall Street Journal · Jeff Pachoud/AFP/Getty Images

The Wall Street Journal

Sat, July 11, 2026 at 5:07 AM GMT+8 1 min read

• 000660.KS

-0.27%

• CRCL

+4.97%

• VOD.L

+12.62%

• ^IXIC

+0.29%

🔎 SK Hynix (KR:000660): The South Korean chipmaker joined the Nasdaq in the largest-ever market debut by a foreign company. The U.S.-listed shares rose 13% to $168.01. ↗️ Circle Internet Group (CRCL): Shares of the cryptocurrency-focused company popped 5% after it received approval from the Office of the Comptroller of the Currency to establish a national trust bank.

Continue Reading

打开原文

苹果起诉OpenAI传闻

重要性3/5 中

潜在法律事件与AAPL、MSFT相关，但正文严重缺失，证据强度低。

标签

标的：`MSFT`来源：MT Newswires发布日期：2026-07-10重要性：3/5 中评级理由：潜在法律事件与AAPL、MSFT相关，但正文严重缺失，证据强度低。评级依据：新近事件线索, AAPL直接相关, MSFT间接相关, 付费墙导致事实不完整原文字数：76

中文摘要

核心结论

文章标题及可见正文称，苹果指控OpenAI涉及商业秘密盗用；原文被付费墙截断，无法确认被指控的具体行为、涉案人员、诉讼法院或文件状态。

重要性评级

评级：3/5（中）。AAPL与OpenAI事件若获正式诉讼文件确认，可能涉及微软的人工智能生态关联；当前可核事实极少。

关键事实

• 标题将事件表述为苹果起诉OpenAI，理由为商业秘密盗用。
• 可见正文仅称苹果指控OpenAI及其硬件负责人，句子在事实细节前截断。
• 原文标为付费内容，要求订阅后阅读完整报道。
• AAPL和MSFT为文章相关标的。

作者观点与证据

没有足够正文可识别作者立场。唯一可用证据是标题和一段不完整导语，不能据此确认诉讼是否已提交、指控范围或双方回应。

与相关标的的关系

AAPL为事件直接当事方；MSFT与OpenAI的商业合作关系使其具有间接关联，但文章没有说明微软是否为诉讼被告或受影响方。

时效性与限制

发表于美东时间 07/10 17:01（UTC+8 07/11 05:01）。事件表述具有时效性，但付费墙导致关键事实缺失，当前日报只能将其列为待核实线索。

后续跟踪

• 法院立案记录、起诉状与案号。
• 苹果、OpenAI及微软的正式回应。
• 指控涉及的技术、人员和潜在救济范围。

英文原文

Market Chatter: Apple Suing OpenAI for Trade Secret Theft

PREMIUM

Market Chatter: Apple Suing OpenAI for Trade Secret Theft

MT Newswires

Sat, July 11, 2026 at 5:01 AM GMT+8 1 min read

• AAPL

-0.28%

Apple (AAPL) is suing OpenAI for trade secret theft, accusing OpenAI and the company's hardware chie

PREMIUM

Upgrade to read this MT Newswires article and get so much more.

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ETF League Tables: Roundhill AUM Nears $34B

重要性未评级

标签

标的：`DRAM`来源：etf.com发布日期：2026-07-10重要性：未评级

中文摘要

本地未取得可读全文：HTTP 404。可使用上方“打开原文”核查。

英文原文

ETF League Tables: Roundhill AUM Nears $34B

本地未取得可读全文：HTTP 404。可使用上方“打开原文”核查。

打开原文

SK海力士首日表现对照

重要性2/5 中低

SPCX有直接数值记录，但仅是简短横向价格比较。

标签

标的：`SPCX`来源：The Wall Street Journal发布日期：2026-07-10重要性：2/5 中低评级理由：SPCX有直接数值记录，但仅是简短横向价格比较。评级依据：标的直接相关, 时效性, 证据有限原文字数：89

中文摘要

核心结论

《华尔街日报》用首个美国交易日表现比较2026年新上市公司：SK海力士上涨13%，SpaceX上涨19%。该表格只说明首日回报，不能据此推导SPCX后续经营或估值趋势。

重要性评级

评级：2/5（中低）。SPCX被列入横向比较，但信息只有单日价格表现，缺少交易量、估值和公司事实。

关键事实

• SK海力士在美国首个交易日上涨13%。
• 文中列示2026年首日表现：Cerebras Systems上涨68%、Innio上涨23%、SpaceX上涨19%、Madison Air上涨18%。
• 文章同时列出AMD、博通、美光、英伟达等半导体相关股票作为行情背景。

作者观点与证据

文章是数据卡片式比较，没有作者对SpaceX或SK海力士基本面的独立判断。不同公司上市规模、发行定价和交易环境不同，首日涨幅可比性有限。

与相关标的的关系

SPCX直接出现在首日表现表中，表明其首日上涨19%；半导体同行信息不构成对SpaceX业务的证据。

时效性与限制

发表于美东时间 07/10 16:54（UTC+8 07/11 04:54）。数据适合补充首次公开募股后的价格记录，未提供首日日期、收盘价或统计来源。

后续跟踪

• SPCX上市后的累计收益和成交量。
• 与发行价相比的回报及波动。
• 纳斯达克100纳入后的权重变化。

英文原文

SK Hynix: How It Measures Up After Day One

SK Hynix: How It Measures Up After Day One

SK Hynix: How It Measures Up After Day One · The Wall Street Journal · Marketwatch

The Wall Street Journal

Sat, July 11, 2026 at 4:54 AM GMT+8

• 000660.KS

-0.27%

• AMD

+2.04%

• CBRS

+8.34%

• SPCX

-4.51%

• NVDA

+4.03%

Here’s how memory-chip maker SK Hynix compares with peers after its first U.S. trading day. 2026 Debuts, day 1 performance Cerebras Systems: 68% Innio: 23% SpaceX: 19% Madison Air: 18% 🎯 SK Hynix: 13%.

Continue Reading

打开原文

SK海力士美国上市首日

重要性2/5 中低

首日上市具备新鲜度，但原文极短且与MRVL关联间接，适合作为板块背景而非重点阅读。

标签

标的：`CRCL`, `MRVL`来源：Barrons.com发布日期：2026-07-10重要性：2/5 中低评级理由：首日上市具备新鲜度，但原文极短且与MRVL关联间接，适合作为板块背景而非重点阅读。评级依据：发布时间接近日报窗口, 半导体板块关联间接, 正文事实与证据密度较低原文字数：123

中文摘要

核心结论

巴伦周刊聚焦SK海力士ADR（美国存托凭证）在纳斯达克首日交易，显示存储芯片龙头新增美国交易渠道；原文正文很短，未提供对MRVL的实质性传导证据。

重要性评级

评级：2/5（中低）

该事项时效高，但对输入标的MRVL仅属半导体板块背景，事实密度有限。

关键事实

• SK海力士ADR于纳斯达克以170美元开盘，盘中收于168.01美元。
• 收盘价较149美元发行价高13%。
• 本次发行1.779亿份ADR，每10份ADR对应1股普通股。
• 文章发布于美东时间07/10 16:45（UTC+8 07/11 04:45）。

作者观点与证据

文章以首日价格表现说明市场对该上市的初始接受度；可核事实是发行结构与报价，未给出成交量、估值、承销安排或需求来源。

与相关标的的关系

SK海力士、MU（美光）同属存储芯片链条，可作为半导体情绪背景。MRVL（迈威尔科技）主营网络与数据中心互连，原文没有披露其订单或财务关联。

时效性与限制

适合记录为07/10的市场动态。原文在首段后即截断，且仅有单日价格，无法据此判断持续资金流或行业需求变化。

后续跟踪

• ADR后续成交量与价格稳定性。
• SK海力士发行后披露的定价与流通信息。
• 存储芯片供需及同业业绩指引。

英文原文

SK Hynix, Micron, Meta, Delta, Circle Internet, and More Stocks That Explain Today’s Market

SK Hynix, Micron, Meta, Delta, Circle Internet, and More Stocks That Explain Today’s Market

SK Hynix, Micron, Meta, Delta, Circle Internet, and More Stocks That Explain Today’s Market · Barrons.com · NYSE

George Glover

Sat, July 11, 2026 at 4:45 AM GMT+8 3 min read

• 000660.KS

-0.27%

• MU

-1.24%

• INTC

-2.40%

• GLW

-0.77%

• SNDK

+3.10%

Stocks rose slightly Friday as SK Hynix made its U.S. trading debut. American depositary receipts of SK Hynix  began trading at $170 on the Nasdaq and on Friday afternoon closed at $168.01, up 13% from the initial public offering price of $149. The South Korean memory chip maker is issuing 177.9 million ADRs, with 10 ADRs representing one common share.

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Circle获批与方舟加仓

重要性2/5 中低

事件与CRCL直接相关，但正文过短，机构增持和监管信息均缺少细节。

标签

标的：`CRCL`来源：Investor's Business Daily发布日期：2026-07-10重要性：2/5 中低评级理由：事件与CRCL直接相关，但正文过短，机构增持和监管信息均缺少细节。评级依据：时效性, 标的直接相关, 证据有限原文字数：73

中文摘要

核心结论

该短讯称Circle获准设立全国性信托银行后CRCL走高，方舟投资管理公司的Cathie Wood继续增持；原文没有提供增持数量、交易日期或完整监管细节。

重要性评级

评级：2/5（中低）。监管获批直接涉及CRCL，但正文只保留标题式信息，方舟增持无法量化验证。

关键事实

• 文中称Circle获得监管机构批准设立全国性信托银行。
• CRCL在文首行情中显示上涨4.97%。
• 标题称Cathie Wood旗下方舟投资管理公司增加CRCL持股。
• BTC-USD（比特币美元价格）和COIN（Coinbase）被列为相关行情项目。

作者观点与证据

文章未提供作者分析，只描述监管批准、股价上行和机构动作。没有披露方舟基金名称、买入股数、持仓比例或交易披露来源。

与相关标的的关系

CRCL为直接标的；Coinbase与USDC分销生态有关，但此文没有说明两者之间的业务数据。比特币行情也未被证实与CRCL当日表现有直接关系。

时效性与限制

发表于美东时间 07/10 16:44（UTC+8 07/11 04:44）。原始正文只有数句，适合捕捉待核验线索，不足以支持机构资金或基本面判断。

后续跟踪

• 方舟每日交易披露中的基金、股数和金额。
• OCC批准文件及银行业务范围。
• CRCL股价与成交量的后续变化。

英文原文

Circle Stock Rallies On National Bank Approval. ARK Buys More Shares.

Circle Stock Rallies On National Bank Approval. ARK Buys More Shares.

Circle Stock Rallies On National Bank Approval. ARK Buys More Shares. · Investor's Business Daily

HARRISON MILLER

Sat, July 11, 2026 at 4:44 AM GMT+8 2 min read

• CRCL

+4.97%

• BTC-USD

+0.35%

• COIN

+0.40%

• USDC-USD

+0.00%

Circle Internet lands regulator approval to establish a national trust bank. CRCL stock spikes. Cathie Wood bought more shares.

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SpaceX增长前景与执行风险

重要性4/5 高

直接覆盖SPCX的上市后相对表现、业务主线和风险框架，适合日报优先阅读。

标签

标的：`SPCX`来源：Zacks发布日期：2026-07-10重要性：4/5 高评级理由：直接覆盖SPCX的上市后相对表现、业务主线和风险框架，适合日报优先阅读。评级依据：标的直接相关, 时效性, 事实密度, 来源质量原文字数：1325

中文摘要

核心结论

Zacks认为SpaceX在卫星连接、可复用发射和创新方面具备长期增长支撑，但其自2026年06/12上市以来股价仅上涨12.7%，低于所属无线通信行业123.5%的涨幅；高估值、监管、执行和竞争风险仍压制市场态度。

重要性评级

评级：4/5（高）。文章直接覆盖SPCX并提供上市后相对表现、增长逻辑和主要风险，但分析结论属于Zacks研究观点。

关键事实

• Zacks将SpaceX、Meta和波音列为当日重点研究报告对象。
• SpaceX自2026年06/12上市以来上涨12.7%，同期Zacks无线通信行业上涨123.5%。
• Zacks称市场对其溢价估值、监管不确定性和大规模太空与卫星项目执行挑战保持谨慎。
• 文章将卫星连接、可复用发射技术、创新能力和宽带业务扩展列为长期增长支撑。
• Meta报告提到人工智能基础设施成本和Reality Labs盈利压力；波音报告提到认证延迟、劳动力短缺与债务负担。

作者观点与证据

Zacks对SPCX的框架同时列出业务优势和风险，但未在可见正文中提供收入、订单、发射频率、自由现金流或估值倍数。相对行业涨幅是最明确的量化依据。

与相关标的的关系

SPCX为文章三项重点之一，卫星宽带和发射技术是其直接业务线。META和BA属于同篇其他研究对象，没有显示与SpaceX形成直接经营传导。

时效性与限制

发表于美东时间 07/10 16:44（UTC+8 07/11 04:44）。上市后相对表现时效较高；“无线通信行业”分类、比较基准和研究报告完整方法未披露。

后续跟踪

• 卫星宽带用户、收入和项目执行进度。
• 发射频率、可复用能力及监管许可。
• 相对行业表现、估值和竞争变化。

英文原文

Top Analyst Reports for SpaceX, Meta Platforms & Boeing

Top Analyst Reports for SpaceX, Meta Platforms & Boeing

Top Analyst Reports for SpaceX, Meta Platforms & Boeing · Zacks

Mark Vickery

Sat, July 11, 2026 at 4:44 AM GMT+8 6 min read

• SPCX

-4.51%

• META

+5.97%

• BA

-0.37%

• LMT

+0.96%

• SCHW

+1.19%

Friday, July 10, 2026

The Zacks Research Daily presents the best research output of our analyst team. Today's Research Daily features new research reports on 16 major stocks, including Space Exploration Technologies Corp. (SPCX), Meta Platforms, Inc. (META) and The Boeing Co. (BA), as well as a micro-cap stock, Value Line, Inc. (VALU). These research reports have been hand-picked from roughly 70 reports published by our analyst team today.

You can see all of today's research reports here >>>

Ahead of Wall Street

The daily 'Ahead of Wall Street' article is a must-read for all investors who would like to be ready for that day's trading action. The article comes out before the market opens, attempting to make sense of that morning's economic releases and how they will affect that day's market action. You can read this article for free on our home page and can actually sign up there to get an email notification as this article comes out each morning.

You can read today's AWS here >>> Pre-Markets Flat to Close Out Trading Week

Today's Featured Research Reports

SpaceX' s shares have underperformed the Zacks Wireless National industry since going public on June 12, 2026 (+12.7% vs. +123.5%). Per the Zacks analyst, investors remained cautious about its premium valuation, regulatory uncertainties and the execution challenges tied to large-scale space and satellite initiatives. Competitive pressures have also weighed on sentiment.

Yet, SpaceX remains well positioned with leadership in satellite connectivity, reusable launch technology and innovation. Expanding broadband opportunities and its strong strategic footprint support favorable long-term growth prospects.

(You can read the full research report on SpaceX here >>>)

Meta Platforms' shares have outperformed the Internet - Software industry over the past two years (+23.1% vs. +14.8%). The Zacks analyst believes that the company is embedding AI across Facebook, Instagram, WhatsApp and Threads, boosting engagement and advertising efficiency. Continued investment in frontier models, infrastructure and smart glasses supports growth across ads, messaging, commerce and creator tools.

However, AI infrastructure investments are increasing costs, while Reality Labs continues to weigh on profitability. Monetization from Meta AI and agents remains uncertain, and regulatory and litigation scrutiny continues to pose risks.

(You can read the full research report on Meta Platforms here >>>)

Boeing' s shares have outperformed the Zacks Aerospace - Defense industry over the past two years (+21.3% vs. +18.3%). The Zacks analyst believes that the company benefits from its leading position in commercial aerospace, with growing air travel supporting its services business. Demand for defense and space programs also provides a favorable backdrop, while its shares have outperformed the industry in recent months.

Story Continues

Yet, execution challenges, certification delays, labor shortages and a heavy debt burden remain concerns. Trade tensions between the United States and China could disrupt aircraft deliveries and weigh on operational performance, supporting a neutral view on the stock.

(You can read the full research report on Boeing here >>>)

Value Line' s shares have outperformed the Zacks Financial - Investment Management industry over the past year (+5.3% vs. -18.9%). The Zacks analyst believes that the company benefits from a stable, asset-light earnings stream, supported by recurring cash flows, a strong balance sheet and disciplined cost control. Its investment portfolio also provides potential upside, while financial flexibility supports shareholder returns.

However, the core publishing business continues to face structural revenue pressure amid weak digital monetization. Dependence on asset management increases sensitivity to market conditions, and the stock's elevated valuation may limit upside.

(You can read the full research report on Value Line here >>>)

Other noteworthy reports we are featuring today include The Charles Schwab Corp. (SCHW), Lockheed Martin Corp. (LMT) and The Williams Companies, Inc. (WMB).

Mark Vickery

Senior Editor

Note: Sheraz Mian heads the Zacks Equity Research department and is a well-regarded expert of aggregate earnings. He is frequently quoted in the print and electronic media and publishes the weekly Earnings Trends and Earnings Preview reports. If you want an email notification each time Sheraz publishes a new article, please click here>>>

Today's Must Read

SpaceX (SPCX) Rides on AI Computing Scale, Starlink Advantage

Expanding AI Usage Drives Meta Platforms' (META) Prospects

Increasing Commercial Orders Aid Boeing (BA) Amid Labor Shortage

Featured Reports

Jazz's (JAZZ) Marketed Drugs Fuel Sales & Diversification

While Jazz's neurology portfolio has exhibited strong demand, the Zacks Analyst is impressed with the company's oncology drugs whose sales diversify the existing marketed portfolio.

Strong Contracted Power Projects Aids Williams Companies (WMB)

The Zacks analyst believes that Williams Companies' fully contracted power projects create predictable cash flows but is worried over its high debt burden.

Defense Orders Drive Lockheed Martin (LMT) Amid Labor Shortage

Per the Zacks analyst, Lockheed Martin is likely to benefit from increasing defense orders from the Pentagon and US allies. Yet labor shortage result in delays and likely impact operating results.

Venmo Growth, AI Adoption Aids PayPal Holdings (PYPL) Amid Competition

Per the Zacks analyst, Venmo growth, technology modernization and broader AI adoption aid long-term value for PayPal. However, it remains vulnerable to shifts in pricing due to intense competition.

Cigna (CI) Aided by Strategic Acquisitions Amid High Costs

Per the Zacks analyst, bolt-on acquisition opportunities will keep enhancing Cigna's capabilities, leading to top-line growth. However, high operating costs continue to weigh on margins.

Robust Surgical Sales Aids Alcon (ALC), Competitive Pressure Stay

The Zacks analyst is impressed by the Surgical sales growth of 6% at constant currency supported by the recent Unity launch in the first quarter. Yet, competition remains intense across the company.

Robust AI Demand & Project Diversification Benefit Innodata (INOD)

Per the Zacks analyst, Innodata's prospects are gaining on the back of growing AI budgets amid favorable market demand. Besides, diversified projects and a stable cash position add to the tailwinds.

New Upgrades

Strength in Vista & National Pen Units Aid Cimpress (CMPR)

Per the Zacks analyst, Cimpress will benefit from strength in the Vista unit, led by solid demand for promotional products. Reduction in advertising spends is driving the National Pen unit.

Schwab (SCHW) to Gain from Acquisitions, AI Push, Product Rollouts

Per the Zacks analyst, strategic acquisitions, a rise in investing solution fees, product launches, a solid balance sheet and leveraging AI to expand relationship-based business will support Schwab.

Revenue Growth & Strong Liquidity Position Aids Evercore (EVR)

Per the Zacks analyst, Evercore's rising M&A deal activity and expanding advisory client base support revenue growth. A solid liquidity position is an added advantage.

New Downgrades

Weak Global Vehicle Production to Hurt Aptiv (APTV)

Per the Zacks analyst, weak global vehicle production due to geopolitical tensions and worldwide semiconductor shortage is expected to impact Aptiv's business. Rising costs further dampen margins.

Universal Display (OLED) Plagued by Weak Demand, Client Concentration

Per the Zacks analyst, weakness in the consumer electronics market will likely impact Universal Display's top line. Customer concentration risk remains a concern.

lululemon (LULU) Faces Demand Volatility, High Costs and Margin Woes

Per Zacks analyst, lululemon's near-term outlook is being challenged by uneven consumer demand and high operating costs. LULU's gross margin was soft in first quarter on tariffs and higher markdowns.

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

The Boeing Company (BA) : Free Stock Analysis Report

Lockheed Martin Corporation (LMT) : Free Stock Analysis Report

Williams Companies, Inc. (The) (WMB) : Free Stock Analysis Report

The Charles Schwab Corporation (SCHW) : Free Stock Analysis Report

Space Exploration Technologies Corp. (SPCX) : Free Stock Analysis Report

Meta Platforms, Inc. (META) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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Meta图像工具引发隐私关注

重要性2/5 中低

产品隐私议题具有相关性，但证据来自视频评论，缺少官方与量化信息。

标签

标的：`GOOG`来源：Yahoo Finance Video发布日期：2026-07-10重要性：2/5 中低评级理由：产品隐私议题具有相关性，但证据来自视频评论，缺少官方与量化信息。评级依据：发布时间及时, 产品直接关联, 视频评论来源, 缺少量化指标原文字数：423

中文摘要

核心结论

雅虎财经视频称，Meta推出Muse AI（图像生成工具）后，公开Instagram账户的肖像可被用于生成图像，用户可在隐私设置中关闭相关选项或把账户设为私密。视频重点是用户隐私提示，未提供产品覆盖范围、使用条款变更或收入影响数据。

重要性评级

评级：2/5（中低）

该信息与META产品治理和公众反应有关，发布时间新；但内容为访谈评论，没有管理层披露、用户规模或商业化指标。

关键事实

• 视频称META的新Muse AI可基于公开用户的肖像生成图像。
• 公开账户用户可在Instagram隐私设置中关闭肖像使用选项，也可将账户改为私密。
• 雅虎财经科技编辑Dan Howley认为该产品有助于META在图像生成领域与谷歌竞争。
• 元数据列示当日META上涨5.97%，GOOGL下跌0.48%；视频未把价格变动归因于该功能。

作者观点与证据

视频编辑将其定位为面向Instagram用户的隐私提醒，并推测META借大量图片资产强化图像生成能力。证据主要是主持人与编辑的口头描述，未引述META官方政策、产品文档或独立隐私评估。

与相关标的的关系

• META：Muse AI和Instagram隐私控制直接关联其产品信任、内容数据使用和生成式人工智能竞争。
• GOOGL：仅作为谷歌图像生成产品的竞争参照，文章没有提供Google业务数据。

时效性与限制

发布于美东时间 07/10 16:38（UTC+8 07/11 04:38）。适合列为产品和隐私风险观察；视频转录口语化，缺少功能上线地区、默认设置、训练数据边界和监管回应。

后续跟踪

• META官方隐私条款、地区覆盖和默认授权设置。
• 用户退出机制与公众投诉情况。
• 图像生成产品的使用量、内容安全和监管动态。

英文原文

What Meta

What Meta's Muse AI image tool means for Instagram privacy

Yahoo Finance Video

Sat, July 11, 2026 at 4:38 AM GMT+8

• META

+5.97%

• GOOGL

-0.48%

Yahoo Finance Tech Editor Dan Howley explains how Meta's new Muse AI tool generates images using a public user's likeness and how users can manage their privacy settings to opt out.

Video Transcript

00:00 Speaker A

Meta, they announced this, this Muse image, Muse AI and this is like a major PSA to all Instagram users because now if you're public, actually within it and I did it myself, you can turn on or off whether or not this meta AI can use your your likeness, Dan. So break this all down for us and how this plays into Meta's long-term plan, what what users need to know now?

00:26 Dan

Yeah, if you have a a public account uh and you're not some, you know, an influencer or something like that, A, set your account to private. There's really no reason to be public unless you want weirdos messaging you on on Instagram. Um and hey, if that's your bag, that's your bag, whatever. Um but what this does is uh it does allow people to, you know, kind of take an image of you and then uh generate something based on it. Uh and so, you know, it's really I think a way for uh Meta to kind of separate their image generating uh software from the likes of, you know, Google's for instance. Um, you know, their Nano bananas has been really uh I mean it blew up last year. They have the sequel to it now. Uh the the newer AI version model version of that. Uh and so this is I think Meta's way of saying, 'Hey, look, we have all of this, you know, all these photos, all these things. This is what you can do with our image generating tool.' Um, yeah, not not something that I think uh you know, folks may necessarily want. Um, if you do have uh your account set to public, uh you can turn this off in the privacy settings. Uh if you want to set it to private, you can also just quickly set it uh to private in the privacy settings. My account's been private forever because I just want to look at cats and, you know, recipes or whatever.

01:43 Speaker A

Send some DMs to some good friends. Let's say if you're close.

01:47 Dan

Yeah, exactly. Yes.

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美光扩产带动芯片反弹

重要性3/5 中

美国芯片制造投资与AI基础设施链条对MRVL具备间接相关性，文章新近但多为二次市场叙事。

标签

标的：`MRVL`来源：GuruFocus.com发布日期：2026-07-10重要性：3/5 中评级理由：美国芯片制造投资与AI基础设施链条对MRVL具备间接相关性，文章新近但多为二次市场叙事。评级依据：美光长期资本开支金额, MRVL被直接列入反弹标的, 二次报道且缺少原始数据链接原文字数：217

中文摘要

核心结论

文章将半导体与光通信股反弹归因于美光上调美国制造与技术投资计划；MRVL处在受益于数据中心基础设施需求的同一产业链，但文内没有其独立经营数据。

重要性评级

评级：3/5（中）

美光2500亿美元长期投资计划具备行业相关性，来源为二次报道，价格与预测数据需结合公司披露核验。

关键事实

• 美光计划到2035年在美国投入逾2500亿美元，原计划为2000亿美元；股价当日涨8%。
• 博通宣布与苹果合作，预期金额逾300亿美元、生产逾150亿颗美国制造芯片，股价涨4%。
• 桑迪斯克在韦德布什上调预测后涨11%；季度营收预测由80亿美元升至88.9亿美元。
• 文中称AMD涨近6%、MRVL涨7%、Lumentum涨12%。

作者观点与证据

作者把厂房投资与多只芯片、光通信股的反弹并列，主张市场正越过近期抛售。美光投资和博通合作属于可核事件；价格幅度、分析师预测及“情绪改善”仍需以行情和公司公告复核。

与相关标的的关系

MRVL提供云基础设施连接技术，文章把其列为本轮反弹参与者。美光、博通、AMD的扩产和客户需求叙事可反映AI基础设施资本开支环境，未证明其直接转化为MRVL收入。

时效性与限制

文章发布于美东时间07/10 16:25（UTC+8 07/11 04:25）。GuruFocus为市场评论来源，未列报价时点、交易量或原始公告链接，且包含平台营销提示。

后续跟踪

• 美光正式资本开支项目、时间表与补贴安排。
• 博通—苹果合作的产品和交付节奏。
• MRVL后续财报对光互连及数据中心订单的披露。

英文原文

Micron Jumps as Chip Sentiment Improves

Micron Jumps as Chip Sentiment Improves

Moz Farooque ACCA

Sat, July 11, 2026 at 4:25 AM GMT+8 1 min read

• MU

-1.24%

• AVGO

-0.28%

• SNDK

+3.10%

• AMD

+2.04%

• MRVL

-3.07%

This article first appeared on GuruFocus .

Micron Technology ( NASDAQ:MU ) led a broad semiconductor and optical stock rally Thursday as rising U.S. factory investment helped investors look past the sector's recent sell-off.

Micron jumped 8% after raising its planned U.S. manufacturing and technology investment to more than $250 billion through 2035, up from $200 billion. Broadcom ( NASDAQ:AVGO ) gained 4% after announcing an Apple partnership expected to exceed $30 billion and produce more than 15 billion U.S.-made chips.

• Warning! GuruFocus has detected 3 Warning Signs with MU.

• Is MU fairly valued? Test your thesis with our free DCF calculator.

Micron makes memory and storage products used in smartphones, computers, data centers and AI systems. Broadcom, AMD ( NASDAQ:AMD ) and Marvell supply chips and connectivity technology that help power cloud infrastructure and advanced computing.

Sandisk surged 11% after Wedbush lifted its quarterly revenue estimate to $8.89 billion from $8 billion and adjusted EPS forecast to $37.64 from $32.01. AMD climbed nearly 6%, Marvell rose 7%, while Lumentum jumped 12% as optical networking stocks joined the rebound.

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EchoStar折价映射SpaceX权益

重要性3/5 中

与SPCX存在直接股权关联且发布及时，但估值基础主要是分析师模型。

标签

标的：`SPCX`来源：GuruFocus.com发布日期：2026-07-10重要性：3/5 中评级理由：与SPCX存在直接股权关联且发布及时，但估值基础主要是分析师模型。评级依据：发布时间及时, 标的直接关联, 卖方估值证据, 关键持股数据缺失原文字数：429

中文摘要

核心结论

GuruFocus转述多家机构估值，认为EchoStar（ECHO，美国卫星通信与移动通信公司）持有的SpaceX（SPCX，美国航天技术公司）权益及剩余频谱资产，可能使其股价相对资产价值存在折价。该结论依赖分析师目标价和权益估算，尚非公司披露的可实现价值。

重要性评级

评级：3/5（中）

ECHO与SPCX存在明确的股权和频谱交易关联，且文章发表于当日；但核心数字均为卖方判断，缺少持股数量、锁定条件和实时净资产价值明细。

关键事实

• 花旗维持ECHO买入评级，目标价126美元。
• ECHO于2025年以部分频谱牌照换取SPCX股份，并预计在2027年下半年交易完成时再获得SPCX股票。
• 德意志银行恢复覆盖并给出143美元目标价，估算ECHO每股对应的SPCX权益价值约比ECHO当前股价高20%。
• SPCX在6月完成860亿美元首次公开募股（IPO）后，股价仍较发行价高约13%；同期ECHO较年初至5月底高点后的走势回落近24%。
• New Street Research估计，即使Dish DBS破产申请推进，ECHO仍可能值165美元/股。

作者观点与证据

文章倾向把ECHO描述为间接取得SPCX敞口的低估路径，证据来自花旗、德意志银行和New Street Research的目标价、频谱变现与资产出售预期。目标价、20%折价和165美元估值均属外部模型假设，文章未给出SPCX权益的完整估值表。

与相关标的的关系

• ECHO：频谱资产、Boost Mobile、Hughes、Sling TV及SPCX持股共同构成文章的估值框架。
• SPCX：其股价、后续股份交付和市场目标价会影响ECHO隐含资产价值；ECHO并不等同于直接持有SPCX。

时效性与限制

发布于美东时间 07/10 16:22（UTC+8 07/11 04:22）。可作为当日SPCX关联权益的背景材料；原文来自二次转载，且未披露持股数量、税后处理、破产程序结果及资产出售条款。

后续跟踪

• 2027年下半年股份交付的合同条件与进度。
• ECHO频谱变现、视频资产出售和塔站诉讼进展。
• SPCX股价变化及ECHO披露的持股公允价值。
• Dish DBS破产程序对资产价值和现金流的影响。

英文原文

EchoStar Offers 20% Discount to SpaceX Stake, Deutsche Bank Says

EchoStar Offers 20% Discount to SpaceX Stake, Deutsche Bank Says

Khac Phu Nguyen

Sat, July 11, 2026 at 4:22 AM GMT+8 2 min read

• SPCX

-4.51%

• ECHO

-2.00%

This article first appeared on GuruFocus .

Analysts have identified EchoStar ( NASDAQ:ECHO ), the operator of Boost Mobile and satellite television provider Dish, as a potentially cheaper route for investors seeking exposure to SpaceX ( NASDAQ:SPCX ), the recently listed space technology company. Citi, a global financial-services firm, maintained its buy rating on EchoStar with a $126 price target, suggesting that the company could benefit from a higher SpaceX share price over the next year as well as continued efforts to reshape its own business. Citi analyst Michael Rollins noted that EchoStar may create additional value through spectrum monetization, possible sales of its video and other assets, and the after-tax value of its expected SpaceX investment. EchoStar sold some of its spectrum licenses to SpaceX in 2025 in exchange for shares and is expected to receive additional SpaceX stock when the agreement closes in the second half of 2027.

• Warning! GuruFocus has detected 10 Warning Signs with ECHO.

• Is ECHO fairly valued? Test your thesis with our free DCF calculator.

EchoStar shares gained as much as 30% from the start of the year through the end of May, when SpaceX released its S-1 filing, but the stock has since moved in the opposite direction from SpaceX. Following SpaceX's record $86 billion public offering in June, EchoStar shares declined nearly 24%, while SpaceX remained about 13% above its IPO price. Deutsche Bank, a global investment bank, reinstated coverage of EchoStar with a buy rating and a $143 price target, with analyst Bryan Kraft estimating that the per-share value of EchoStar's SpaceX stake is approximately 20% above EchoStar's current stock price. Kraft suggested that investors may effectively be acquiring SpaceX exposure at a 20% discount while receiving EchoStar's remaining assets without additional implied cost.

Analysts also see potential value in EchoStar's remaining spectrum holdings and businesses including Boost Mobile, Hughes and Sling TV. Additional upside could come from a narrowing net asset value discount, a resolution of tower litigation and progress through the Dish DBS bankruptcy. New Street Research, an investment research firm, estimated that EchoStar could still be worth $165 per share despite the Dish DBS bankruptcy filing earlier this month. With Wall Street's average SpaceX price target standing near $236 and implying more than 55% upside from its current trading level, investors may view EchoStar as a value-focused way to gain indirect exposure to SpaceX.

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汇丰列出财报季优选名单

重要性3/5 中

覆盖多个直接相关标的并贴近财报季，但为二次转述且缺少估值和预测细节。

标签

标的：`GOOG`, `MSFT`, `VRT`来源：GuruFocus.com发布日期：2026-07-10重要性：3/5 中评级理由：覆盖多个直接相关标的并贴近财报季，但为二次转述且缺少估值和预测细节。评级依据：发布新近, 多只直接标的相关, 机构观点来源, 缺少原始研报细节原文字数：234

中文摘要

核心结论

汇丰在财报季前列出10只偏好股票，科技部分包括AMZN、MSFT、META、GOOG和VRT，理由是云服务、人工智能广告、搜索与数据中心投资等各自增长路径。文章是券商选股观点的二次转述。

重要性评级

评级：3/5（中）。MSFT、GOOG和VRT为输入直接标的，文章提供财报季前的机构偏好清单，但没有目标价、盈利预测或评级变动细节。

关键事实

• 汇丰列出10只“买入”评级财报季偏好股：AMZN、MSFT、META、GOOG、ABBV、CAT、MAR、VRT、NXT和WFC。
• 汇丰称这些公司由各自增长驱动支撑，并非单一行业主题。
• 对亚马逊的依据是云计算需求与人工智能基础设施投入。
• 对微软的依据是Azure（微软云计算平台）人工智能服务动能。
• 对Meta与Alphabet的依据分别是人工智能广告工具，以及云与搜索业务。
• 对Vertiv的依据是数据中心支出扩大。

作者观点与证据

文章转述汇丰的偏好理由，未披露盈利预测、估值、目标价、评级日期或覆盖分析师，因此不能判断相对于市场预期的增量信息。

与相关标的的关系

MSFT、GOOG和VRT为直接相关标的；AMZN、META通过云、广告和数据中心链条与其共同构成大型科技财报季主题。

时效性与限制

发表于美东时间 07/10 16:16（UTC+8 07/11 04:16）。适合记录机构关注名单；GuruFocus为二次发布，缺少汇丰原始报告与完整方法。

后续跟踪

• 汇丰原始研报中的目标价和盈利预测。
• 相关公司季度收入、云业务和资本开支指引。
• VRT的数据中心订单与积压变化。

英文原文

Amazon, Microsoft and Meta Among HSBC Earnings Picks

Amazon, Microsoft and Meta Among HSBC Earnings Picks

Nauman Khan

Sat, July 11, 2026 at 4:16 AM GMT+8 1 min read

• HSBA.L

+1.00%

• AMZN

-0.69%

• META

+5.97%

• NXT

-1.07%

• MSFT

+0.19%

This article first appeared on GuruFocus .

HSBC identified 10 Buy-rated stocks it believes are well positioned ahead of the second-quarter earnings season, citing favorable trends across technology, financial, consumer and industrial sectors.

HSBC named Amazon ( NASDAQ:AMZN ), Microsoft (MSFT), Meta Platforms ( NASDAQ:META ), Alphabet (GOOGL), AbbVie (ABBV), Caterpillar (CAT), Marriott International (MAR), Vertiv (VRT), NextPower (NXT) and Wells Fargo (WFC) as its preferred earnings-season ideas. The firm said the selections reflect company-specific growth drivers rather than a single sector theme.

• Warning! GuruFocus has detected 5 Warning Sign with AMZN.

• Is AMZN fairly valued? Test your thesis with our free DCF calculator.

HSBC expects Amazon to benefit from continued cloud computing demand and AI infrastructure investments, while Microsoft could see further momentum from Azure AI services. The brokerage also pointed to Meta's AI-powered advertising tools, Alphabet's cloud and search businesses, and Vertiv's exposure to expanding data center spending.

Outside technology, HSBC said AbbVie's immunology portfolio, Caterpillar's exposure to AI-related power demand, Marriott's asset-light business model and Wells Fargo's improving earnings outlook could support results. The brokerage also highlighted NextPower's project backlog and expansion efforts as potential growth catalysts heading into the reporting season.

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Arista突破与英伟达竞争线索

重要性2/5 中低

题材与人工智能基础设施相关，但正文几乎缺失，无法验证核心断言。

标签

标的：`MSFT`来源：Investor's Business Daily发布日期：2026-07-10重要性：2/5 中低评级理由：题材与人工智能基础设施相关，但正文几乎缺失，无法验证核心断言。评级依据：时效性较高, 相关标的覆盖广, 可用事实很少, 证据强度低原文字数：73

中文摘要

核心结论

文章仅在标题和导语中称，Arista与博通存在合作关系、被置于英伟达人工智能竞争叙事中，并称其股价出现突破。原文没有展开业务、技术、订单或价格图表证据。

重要性评级

评级：2/5（中低）。ANET、AVGO、NVDA和MSFT均具人工智能基础设施关联，但可用内容只有简短导语，无法支撑深入判断。

关键事实

• 标题称对象为博通合作伙伴、英伟达竞争者，正文将对象指向Arista。
• 导语称英伟达与Arista的人工智能竞争升温，Arista股价“突破”。
• 原始提取内容在“继续阅读”处结束。
• 相关标的包括ANET、AVGO、NVDA和MSFT。

作者观点与证据

作者使用技术面“突破”和竞争叙事吸引阅读，但未提供突破价位、成交量、产品比较、客户订单或财务数据。

与相关标的的关系

ANET为直接对象；AVGO被称为合作方，NVDA被称为竞争参照，MSFT仅出现在相关标的列表，正文没有说明其具体作用。

时效性与限制

发表于美东时间 07/10 16:15（UTC+8 07/11 04:15）。可作为待补充的市场线索；正文缺失，不能确认标题中的竞争或合作表述范围。

后续跟踪

• Arista、博通和英伟达的产品合作或竞争披露。
• ANET股价突破对应的价格、成交量与技术条件。
• 云客户网络设备采购数据。

英文原文

Three Enticing Clues Put This Broadcom Partner, Nvidia Rival In Focus

Three Enticing Clues Put This Broadcom Partner, Nvidia Rival In Focus

Three Enticing Clues Put This Broadcom Partner, Nvidia Rival In Focus · Investor's Business Daily

MATTHEW GALGANI

Sat, July 11, 2026 at 4:15 AM GMT+8 3 min read

• NVDA

+4.03%

• AVGO

-0.28%

• ANET

+1.23%

• MSFT

+0.19%

As Nvidia heats up its AI battle versus Broadcom partner Arista Networks, shares of Arista stock launch a breakout.

Continue Reading

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英国加强监管亚马逊云服务

重要性4/5 中高

监管主体、生效日和要求明确，直接涉及云服务商及金融客户的运营风险。

标签

标的：`GOOG`, `MSFT`来源：GuruFocus.com发布日期：2026-07-10重要性：4/5 中高评级理由：监管主体、生效日和要求明确，直接涉及云服务商及金融客户的运营风险。评级依据：即将生效, AMZN直接相关, 监管事实密度高, 缺少原始监管文件原文字数：240

中文摘要

核心结论

英国将亚马逊云服务指定为对金融体系具有关键影响的第三方技术服务商，自07/13生效，并由英格兰银行、审慎监管局和金融行为监管局直接监督。该变化提高了云服务韧性与事故报告要求。

重要性评级

评级：4/5（中高）。这是具有明确生效日和监管主体的云基础设施监管事实，AMZN直接相关，MSFT、GOOG和ORCL作为同类关键第三方亦受行业参照影响。

关键事实

• 亚马逊云服务被列为关键第三方，指定自07/13生效。
• 监管方为英格兰银行、审慎监管局和金融行为监管局。
• 监管要求包括韧性测试、定期评估及重大运营问题报告。
• 该分类针对服务中断可能波及多家银行、保险公司或金融机构的技术供应商。
• 文章称亚马逊2025年在英国投资逾150亿英镑，约合200亿美元。
• 亚马逊计划至2027年底前在英国投资400亿英镑，英国员工逾7.5万人，去年英国收入逾300亿英镑。

作者观点与证据

文章将指定解读为市场对亚马逊云服务系统重要性的确认。监管指定和金额为可核事实；“增强投资者信心”及对价格、扩张速度的推测属于作者判断。

与相关标的的关系

AMZN为直接相关标的。MSFT、GOOG、ORCL被列为同类关键第三方云服务商，监管框架可能构成其英国金融客户服务的行业基准。

时效性与限制

发表于美东时间 07/10 16:08（UTC+8 07/11 04:08），生效日在07/13。文章为二次发布，未附监管机关指定文件、具体适用范围或潜在合规成本。

后续跟踪

• 英国监管机关发布的指定决定与实施细则。
• 亚马逊云服务的韧性测试、事故报告和合规投入。
• 同类云服务商在英国的监管安排。

英文原文

UK Brings Amazon Web Services Under Direct Financial Oversight

UK Brings Amazon Web Services Under Direct Financial Oversight

Faizan Farooque

Sat, July 11, 2026 at 4:08 AM GMT+8 1 min read

• MSFT

+0.19%

• GOOGL

-0.48%

• ORCL

-2.14%

• AMZN

-0.69%

This article first appeared on GuruFocus .

Amazon Web Services is now a critical third party along with Microsoft ( MSFT , Financials ), Alphabet's ( GOOGL , Financials ) Google and Oracle ( ORCL , Financials ). The designation is effective July 13.

• Warning! GuruFocus has detected 5 Warning Sign with AMZN.

• Is AMZN fairly valued? Test your thesis with our free DCF calculator.

The classification is used by technology suppliers whose collapse might take out numerous banks, insurers or financial institutions.

The Bank of England, the Prudential Regulation Authority and the Financial Conduct Authority will oversee AWS .

The company is required to carry out resilience testing and to do regular assessments and report major operational issues.

The move comes as Amazon expands its UK presence. It invested more than 15 billion, or about $20 billion , in Britain in 2025.

Amazon will also invest 40 billion in the UK through to the end of 2027.

The corporation has a UK workforce of over 75,000 and produced UK revenues of more than 30 billion last year.

The certification reassures investors of the importance of AWS to Britain's financial system.

Next, monitor whether greater control raises prices or delays AWS's UK expansion.

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IBM量子叙事受估值制约

重要性2/5 中低

有具体卖方指标，但与输入主标的GOOG关联较弱，且缺少模型细节。

标签

标的：`GOOG`来源：GuruFocus.com发布日期：2026-07-10重要性：2/5 中低评级理由：有具体卖方指标，但与输入主标的GOOG关联较弱，且缺少模型细节。评级依据：卖方评级更新, 量化经营数据, 相关标的间接关联, 模型细节缺失原文字数：230

中文摘要

核心结论

Susquehanna给予IBM（美国企业软件与基础设施公司）中性评级：量子计算、Watsonx AI（人工智能平台）和软件业务提供增长支撑，但咨询业务可能受自动化与行业产能影响，且股价处于历史估值溢价。文章给出的303美元目标价和量子业务65美元/股价值均为单一券商估算。

重要性评级

评级：2/5（中低）

文章包含估值、订单和自由现金流数字，并涉及GOOG、微软和亚马逊的企业云竞争；但主题标的是IBM，来源为二次转载的卖方摘要。

关键事实

• Susquehanna分析师James Friedman给出IBM中性评级及303美元目标价。
• 该分析师估算IBM量子计算机会价值65美元/股。
• 文中称Watsonx AI订单超过125亿美元，软件业务保持两位数增长，自由现金流为157亿美元。
• IBM在二季度上涨约25%，股价接近历史高位且估值高于历史水平。
• 风险集中在咨询：自动化和行业供给过剩可能压低需求。
• IBM定位为帮助大型企业在私有基础设施和多家公有云之间运行人工智能工作负载，并非与AMZN、GOOG、MSFT直接比拼超大规模云容量。

作者观点与证据

文章转述卖方平衡观点：量子和软件增长支持长期机会，咨询压力及估值限制短期空间。订单、现金流和季度涨幅提供部分依据；量子价值和目标价没有给出模型假设或可验证的商业化收入拆分。

与相关标的的关系

• IBM：评级和估值讨论的直接对象。
• AMZN、GOOG、MSFT：被列为超大规模云服务商，构成IBM混合云和企业人工智能业务的竞争背景。

时效性与限制

发布于美东时间 07/10 16:03（UTC+8 07/11 04:03）。可用于当日企业人工智能软件与咨询业务的背景；原文篇幅短，未披露订单确认口径、量子收入和目标价计算方法。

后续跟踪

• Watsonx AI订单向收入和现金流的转化。
• 咨询业务订单、利润率及自动化影响。
• 量子计算产品的商业客户、收入和交付进展。
• IBM估值相对历史区间及同业变化。

英文原文

IBM

IBM's Quantum Upside Meets Valuation Risk

Moz Farooque ACCA

Sat, July 11, 2026 at 4:03 AM GMT+8 1 min read

• IBM

-2.62%

• AMZN

-0.69%

• MSFT

+0.19%

• GOOGL

-0.48%

This article first appeared on GuruFocus .

IBM ( NYSE:IBM ) drew a Neutral rating from Susquehanna as strength in quantum computing, Watsonx AI and software was offset by concerns around consulting disruption and a rich valuation.

Analyst James Friedman set a $303 price target and valued IBM's quantum opportunity at $65 per share. He also pointed to Watsonx AI bookings above $12.5 billion, durable double-digit software growth and $15.7 billion in free cash flow.

• Is IBM fairly valued? Test your thesis with our free DCF calculator.

IBM sells enterprise software, mainframe systems, consulting services and hybrid cloud tools. Its strategy centers on helping large companies run AI and workloads across private infrastructure and multiple public clouds.

The bullish case rests on IBM's leadership in quantum and its position as a governance and orchestration layer for regulated industries. Susquehanna said the company is not trying to become another hyperscaler like Amazon ( NASDAQ:AMZN ), Google ( NASDAQ:GOOG ) or Microsoft ( NASDAQ:MSFT ).

The concern is consulting, where automation and excess industry capacity could pressure demand. IBM shares also rallied about 25% in Q2 and now trade near record highs, at a premium to historical levels.

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金融板块上涨但信息缺口

重要性1/5 低

付费墙使核心事实缺失，且无法确认与CRCL的实际关系。

标签

标的：`CRCL`来源：MT Newswires发布日期：2026-07-10重要性：1/5 低评级理由：付费墙使核心事实缺失，且无法确认与CRCL的实际关系。评级依据：证据缺失, 标的相关性不明, 背景材料原文字数：85

中文摘要

核心结论

付费墙前的片段仅显示周五午后金融股上涨，无法读取具体指数、个股表现或CRCL相关内容；该条目不能承担实质研究结论。

重要性评级

评级：1/5（低）。虽将CRCL列为相关标的，但可访问文本不含可验证的公司或行业事实。

关键事实

• 可见内容称周五午后金融股走高。
• 文首列出BTC-USD（比特币美元价格）、UBS、XLRE（房地产交易所交易基金）、APO、XLF（金融交易所交易基金）等行情项目。
• 正文在纽约证券交易所金融指数描述后截断。
• 文章要求付费订阅才能阅读全文。

作者观点与证据

没有可访问的分析、数据或引用，无法识别作者对金融板块或CRCL的具体判断。

与相关标的的关系

CRCL只出现在输入关联列表，公开可读片段没有提及Circle、稳定币或监管事件，因此相关性无法确认。

时效性与限制

发表于美东时间 07/10 15:58（UTC+8 07/11 03:58）。付费墙造成关键事实缺失，当前日报应明确标记为信息不足。

后续跟踪

• 获取完整文本后的指数和个股数据。
• 文中是否实际讨论CRCL。
• 金融板块涨幅与相关宏观消息。

英文原文

Sector Update: Financial Stocks Rise Late Afternoon

PREMIUM

Sector Update: Financial Stocks Rise Late Afternoon

MT Newswires

Sat, July 11, 2026 at 3:58 AM GMT+8 1 min read

• BTC-USD

+0.35%

• UBSG.SW

+0.43%

• XLRE

+0.50%

• APO

+0.42%

• XLF

+0.31%

Financial stocks were higher in late Friday afternoon trading, with the NYSE Financial Index rising

PREMIUM

Upgrade to read this MT Newswires article and get so much more.

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Circle联邦托管牌照

重要性4/5 高

监管事件直接且新鲜，并给出稳定币竞争背景；关键份额数据的方法透明度不足。

标签

标的：`CRCL`来源：Bankless发布日期：2026-07-10重要性：4/5 高评级理由：监管事件直接且新鲜，并给出稳定币竞争背景；关键份额数据的方法透明度不足。评级依据：时效性, 标的直接相关, 事实密度, 证据限制原文字数：314

中文摘要

核心结论

Circle获OCC最终批准设立Circle National Trust，文章将其视为稳定币竞争中的监管优势，并称USDC仍占调整后稳定币交易量约70%；这些份额数据和竞争判断没有附原始统计方法。

重要性评级

评级：4/5（高）。监管批准直接关联CRCL，且补充了价格反应、稳定币份额和竞争背景；部分市场份额口径需独立核验。

关键事实

• OCC（美国货币监理署）批准Circle设立First National Digital Currency Bank，并以Circle National Trust运营。
• Circle于2025年06月申请，2025年12月获附条件批准，本次为最终批准。
• 新银行将为Circle及关联方托管数字资产，未来可服务少量银行和受监管金融机构，并计划参与USDC（美元稳定币）储备管理。
• 文章强调牌照不代表USDC获得政府存款保险。
• 文中称CRCL早盘一度上涨逾10%，随后回落部分涨幅。
• 文中称2026年上半年USDC占调整后稳定币交易量约70%，USDT约占25%。

作者观点与证据

作者认为联邦监管可提高银行和大型机构对USDC的接受度，并认为新竞争产品OpenUSD的压力可能被高估。份额、客户选择和竞争优势均由文章陈述，未展示数据来源与调整定义。

与相关标的的关系

CRCL直接受牌照、机构托管扩展和USDC储备管理预期影响。USDC是业务核心；OpenUSD和USDT是稳定币竞争参照。

时效性与限制

发表于美东时间 07/10 15:02（UTC+8 07/11 03:02）。批准是新事实；股价盘中数据、市场份额和机构采用情况需与公司披露和链上数据交叉核验。

后续跟踪

• 信托银行的开业、托管范围和储备管理授权。
• USDC与USDT的交易量和流通量口径。
• OpenUSD竞争后的分销与储备收入变化。

英文原文

Circle Wins OCC Approval for National Trust Bank

Circle Wins OCC Approval for National Trust Bank

David Christopher

Sat, July 11, 2026 at 3:02 AM GMT+8 2 min read

• CRCL +4.97%

• USDC-USD +0.00%

Circle received final approval from the OCC to create Circle National Trust, a federally regulated trust bank that will hold digital assets for USDC and could eventually help manage the assets backing it. The approval gives Circle a stronger regulatory position as competition among stablecoins grows.

What's the Scoop?

• The Charter: The OCC approved Circle's application to create First National Digital Currency Bank, N.A., which will operate as Circle National Trust. Circle applied in June 2025 and received conditional approval in December 2025. The new bank will be overseen directly by the OCC, giving Circle a federal regulator for part of its USDC business.

• What It Does: Circle National Trust will hold digital assets for Circle and its affiliates and may later offer custody services to a small number of banks and regulated financial firms. It is also designed to eventually help manage the reserves backing USDC. That would place a key part of USDC's operations under direct federal supervision. The charter does not mean USDC is government-insured, but it could make banks and large institutions more comfortable using it.

• The Stock Reaction: Circle shares rose more than 10% in early trading before giving back some of those gains. The stock had fallen roughly 20% after OpenUSD launched, as investors worried that its free minting, free redemption, and shared reserve income could hurt Circle's business. That concern may have been overstated. USDC still accounted for ~70% of adjusted stablecoin transaction volume in the first half of 2026, compared with 25% for USDT, while firms including Standard Chartered and BNY have chosen to build on USDC. The OCC approval adds another advantage by giving Circle federal oversight that OpenUSD does not yet have.

打开原文

SOXX分享存储芯片涨势

重要性3/5 中高

SOXX直接相关，包含近期回报和核心成分股业绩，但为观点型文章。

标签

标的：`SOXX`来源：24/7 Wall St.发布日期：2026-07-10重要性：3/5 中高评级理由：SOXX直接相关，包含近期回报和核心成分股业绩，但为观点型文章。评级依据：标的直接相关性, 时效性, 事实密度, 来源限制原文字数：1001

中文摘要

核心结论

文章以美光的强劲上涨和随后一周回落说明，SOXX可覆盖人工智能半导体主题的广泛收益，同时降低单一存储芯片公司的价格波动暴露。该文是观点型比较，列示的价格与回报需以基金和市场原始数据复核。

重要性评级

评级：3/5（中高）。SOXX为直接标的，文章包含截至07/09的收益和美光财报数据；内容带有明显配置叙事及赞助信息，缺乏完整基金持仓权重。

关键事实

• 截至07/09，美光年初至今上涨247.66%，SOXX同期上涨93.36%。
• 文中以1万美元为例，称SOXX自年初至07/09约增至19,336美元。
• 美光2026财年第三季度收入414.56亿美元，同比增345.72%，毛利率84.6%。
• 美光在财报发布后一小时报1,190.02美元，一周后降至975.56美元。
• SOXX追踪约30家美国上市半导体公司，费用率0.34%。

作者观点与证据

作者主张以行业基金承接人工智能芯片主题，依据是美光业绩、SOXX回报和单股短期波动。收益数字和财报可核验，但“降低风险”的实际程度取决于基金权重、成分股相关性和后续市场表现。

与相关标的的关系

SOXX为直接对象，美光是推动半导体主题的案例之一；人工智能高带宽存储器、图形处理器和封装需求构成基金成分股的行业背景。

时效性与限制

发表于美东时间07/10 14:45（UTC+8 07/11 02:45）。收益计算截至07/09，未包含之后价格变化；原文夹有赞助内容，且未列示SOXX完整持仓与权重。

后续跟踪

• SOXX成分股和美光权重变化。
• 美光后续财报、存储器供需与价格。
• 人工智能资本开支对半导体各子行业的传导。
• 基金费用率、跟踪误差与集中度。

英文原文

Missed MU’s Monster Rally? SOXX Holders Cashed In Too

Missed MU’s Monster Rally? SOXX Holders Cashed In Too

Michael Williams

Sat, July 11, 2026 at 2:45 AM GMT+8 5 min read

• MU

-1.24%

• SOXX

-0.06%

Quick Read

• MU surged 248% year-to-date through July 9, but SOXX still turned a $10,000 stake into $19,336 without picking a single winner.

• Micron dropped from $1,190 to $975 in one week after reporting blockbuster earnings, showing why single-stock concentration punishes even correct bets.

• This lithium producer surpassed a $1B private valuation, joining some of America's most powerful startups. Now you can invest in EnergyX alongside global giants like General Motors, but only through July 16. (sponsor)

Open any investing forum this week and Micron Technology ( NASDAQ:MU ) is inescapable. The memory maker just posted a quarter that broke its own history books, and the stock has ridden the AI buildout into a market cap north of $1.1 trillion. On Reddit, one wallstreetbets thread with the title "MU $2000 is no longer a meme" pulled hundreds of upvotes. You know the feeling. You didn't buy it. Now everyone else did.

bigjom jom / Shutterstock.com Take a breath. If you owned the iShares Semiconductor ETF ( NASDAQ:SOXX ) instead, you were sitting on a monster year of your own.

The Window: Year to Date Through July 9, 2026

Same window, both tickers, no cherry picking. From December 31, 2025 through July 9, 2026, Micron rose 247.66%. Over that exact same stretch, SOXX climbed 93.36%.

Translate SOXX to dollars: a $10,000 stake on New Year's Day was worth roughly $19,336 by July 9. In a little over six months. Without staring at a single earnings transcript.

Same Tide, Different Boats

Micron's run isn't a mystery. The company just reported Q3 FY2026 revenue of $41.456 billion, a 345.72% year-over-year jump off a prior-year base of $9.30 billion. Gross margin ballooned to 84.6% from 37.7% a year earlier. That is a memory chip business behaving like a luxury software business.

CEO Sanjay Mehrotra summed up the driver on the earnings call: "The memory industry has been structurally transformed by the proliferation of AI. We are only in the early innings." He added that "DRAM and NAND industry demand continues to significantly exceed industry supply" and that tightness should persist beyond calendar 2027.

July 16 is the Final Day to Tap Into the Lithium Boom (sponsor)

General Motors, POSCO, and 50,000+ everyday investors have already backed lithium producer EnergyX .

Here's why you should do the same before their July 16 investment deadline: lithium prices are up 75% this year, with demand projected to grow a staggering 5X by 2040.

With tech that can recover up to 3X more lithium than traditional methods, EnergyX is preparing to unlock up to 15M+ tons. Become a private-stage EnergyX investor before the July 16 deadline .

Story Continues

That force, the AI infrastructure buildout demanding high-bandwidth memory, GPUs, packaging, and every layer of the chip stack, doesn't stop at one company's loading dock. It lifted the whole sector. SOXX tracks a basket of roughly 30 U.S.-listed semiconductor names, so owning it meant owning the theme. You didn't have to pick the winner. You just had to be in the room while winners were being made. For a wider view of how the same buildout is reshaping the market, our 7 Stocks Powering the AI Boom report walks through the businesses riding this wave.

The Trade-Off

Yes, MU holders made more. A lot more. 247.66% vs. 93.36% isn't close. If you're keeping score, you left money on the table.

But single-stock concentration cuts both ways. Even Micron itself gave you a nasty preview inside the rally: after the blockbuster earnings report, the stock traded at $1,190.02 in the hour after filing, then slid to $975.56 a week later. Same company, same earnings, hundreds of dollars per share of whiplash. One popular post on wallstreetbets was literally titled "I'm more confused by yesterday's sell-off than the earnings."

That is what single-stock ownership feels like even when you're right. SOXX spreads that risk across around 30 semiconductor companies for an expense ratio of 0.34%. You pay a few basis points to skip the sleepless nights and the "why is my winner down 20% in five sessions?" group chats. You gave up the top of the trade to avoid ever being on the wrong side of the bottom.

Process Over Prediction

Chasing the hot ticker is stock picking with a side of regret. If you nail it, you're a genius until the next earnings call. If you miss it, you feel like you missed the whole decade. Owning the theme is a different game: you accept you won't top-tick anything, and in exchange you capture most of the move without needing to be a memory-cycle analyst.

The AI memory story is a supply-and-demand imbalance that Mehrotra's own team says has no clear line-of-sight resolution before 2028. Whether Micron keeps leading, whether a rival closes the gap, whether the next standout is in packaging or logic or something not yet on your radar, that's the guessing game. Being in the sector is the process.

Next time a ticker takes over your feed, before you feel behind, check whether the theme underneath it is already sitting quietly in a fund somewhere. Often, it is. Often, you already own it.

Meet America's Newest $1b Unicorn (Sponsor)

A US startup just passed a $1 billion private valuation, joining billion-dollar private companies like OpenAI and ByteDance. Unlike those other unicorns, you can invest in EnergyX right now; but only until July 16.

Over 50,000 people already have, along with global giants like General Motors and POSCO.

Here's why there's so much interest: EnergyX's patented tech can recover up to 3X more lithium than traditional methods. That's a big deal, as demand for lithium is expected to 5X current production levels by 2040. Become an early-stage EnergyX shareholder before the 7/16 investment deadline.

Contact editorial@247wallst.com for any questions or corrections.

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Altera押注机器人可编程芯片

重要性3/5 中

路透一手采访和英特尔持股使其具备较好证据价值，但MRVL没有直接经营传导。

标签

标的：`MRVL`来源：Reuters发布日期：2026-07-10重要性：3/5 中评级理由：路透一手采访和英特尔持股使其具备较好证据价值，但MRVL没有直接经营传导。评级依据：路透采访与交易结构事实, INTC直接持股相关, MRVL仅间接关联原文字数：490

中文摘要

核心结论

路透报道Altera在脱离英特尔后恢复约20%的增长，并以AI与机器人中的FPGA（现场可编程门阵列）连接、预处理和传感器融合需求推动未来上市准备。对MRVL的直接影响主要来自其前高管担任Altera首席执行官，业务竞争关系有限。

重要性评级

评级：3/5（中）

路透采访提供了私营公司增长、产能和产品路线细节，信息质量较高；对MRVL属于人才与可编程芯片生态背景。

关键事实

• 首席执行官Raghib Hussain称，Altera去年增长逾20%，今年预期实现约25%的中段增速，营业收入逾倍增长。
• 英特尔去年9月向银湖出售Altera 51%股权，交易额44.6亿美元、估值87.5亿美元；英特尔保留49%。
• 英特尔披露Altera 2024年营收15亿美元，低于2023年的29亿美元。
• Altera去年完成6款新芯片原型，将对英特尔过渡服务协议的依赖由125项降至15项。
• 公司同时使用英特尔代工与台积电工艺，并开发台积电2纳米、3纳米产品。

作者观点与证据

报道以CEO访谈为主，认为AI、机器人和DDR5（第五代双倍数据速率内存）产品有助于增长。管理层所称每台机器人100至数百美元FPGA含量及十年市场规模属于前瞻估计，私营公司未披露具体财务数字。

与相关标的的关系

INTC（英特尔）仍持有49%股权，Altera经营改善和潜在上市与其资产价值相关。MRVL与AI互连市场相关，但原文未披露双方客户、订单或产品竞争数据。

时效性与限制

报道发布于美东时间07/10 14:42（UTC+8 07/11 02:42）。信息来自路透采访，增长率和市场规模主要为公司管理层口径，缺少独立财务报表验证。

后续跟踪

• Altera公开上市计划与财务披露。
• FPGA新产品量产、DDR5供货及机器人客户进展。
• 英特尔与台积电代工产能配置。

英文原文

Altera returns to growth as AI, robotics fuel demand, CEO says

Altera returns to growth as AI, robotics fuel demand, CEO says

An Altera Cyclone II FPGA chip in the internal navigation system of a Russian 9M544 precision guided rocket, also known as Tornado-S, that was collected on the battlefield by Ukraine's military and presented to Reuters by a senior Ukrainian security official, in Kyiv, Ukraine, July 19, 2022. Picture taken July 19, 2022. To match Special Report UKRAINE-CRISIS/RUSSIA-MISSILES-CHIPS REUTERS/Valentyn Ogirenko · Reuters

By Max A. Cherney

Sat, July 11, 2026 at 2:42 AM GMT+8 2 min read

• INTC

-2.40%

• MRVL

-3.07%

By Max A. Cherney

SAN FRANCISCO, July 10 (Reuters) - Altera, a maker of programmable chips spun out of Intel, is growing roughly 20% a year and more than ‌doubling operating income as it prepares for an eventual public listing, Chief Executive Raghib ‌Hussain told Reuters in an interview.

Altera became fully independent last September after Intel agreed to sell a 51% stake ​to Silver Lake for $4.46 billion in a transaction valuing Altera at $8.75 billion. Intel retains a 49% stake.

Hussain, a former Marvell Technology executive who took the top job when Intel spun out Altera, said the company grew more than 20% last year and expects mid-20% growth again this year, though as ‌a private company it does not ⁠disclose specific figures.

"I believe in an engineer-to-engineer type of a discussion," Hussain said. "We have brought engineering very close to the customers, so that actually already ⁠is showing up in our customer engagement."

Intel had reported Altera revenue of $1.5 billion in 2024, which was down sharply from $2.9 billion in 2023. Altera's revenue decline happened partly because buyers shifted their attention toward buying ​GPU ​chips for AI in 2023 and partly due to ​losing market share to its largest ‌competitor, AMD-owned Xilinx.

Hussain is positioning Altera for growth from artificial intelligence and robotics, using the "field programmable gate array" chips it makes, which are known as FPGAs in the industry, for connectivity, data pre-processing and sensor fusion alongside GPUs.

"If GPU is the brain, the FPGAs are the nervous system," Hussain said, projecting FPGA content of $100 to several hundred dollars per robot could create a market worth "100 ‌billion to several hundred billion dollars" over a decade.

On ​execution, Hussain said the company produced working prototypes of ​six new chips last year and has ​cut down its dependence on transition service agreements from Intel from 125 ‌agreements to 15.

He said Altera is the ​only programmable chip supplier in ​full production with a new type of memory called DDR5 for use in mid- to high-programmable chips and that Altera built a memory stockpile that is insulating it from ​current shortages.

Altera manufactures its chips ‌with both Intel Foundry and Taiwan Semiconductor Manufacturing Co and is developing products on ​TSMC's 2-nanometer and 3-nanometer technologies, Hussain said.

(Reporting by Max Cherney and writing by Stephen ​Nellis in San Francisco; Editing by Nick Zieminski)

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博通AI订单延伸至2028年

重要性3/5 中

博通是MRVL核心竞争参照，数据丰富且新近；但文章为立场鲜明的评论，前瞻承诺仍待验证。

标签

标的：`MRVL`来源：24/7 Wall St.发布日期：2026-07-10重要性：3/5 中评级理由：博通是MRVL核心竞争参照，数据丰富且新近；但文章为立场鲜明的评论，前瞻承诺仍待验证。评级依据：竞争对手AI收入和订单数据, MRVL网络与定制芯片相关, 作者主观立场与广告干扰原文字数：842

中文摘要

核心结论

作者以博通AI收入指引、订单和超大规模客户部署承诺论证其基础设施需求可见度延长至2028年，同时承认客户集中和高估值是关键约束。该文是强烈看多评论，MRVL被作为网络与定制芯片比较对象。

重要性评级

评级：3/5（中）

文内数字涉及MRVL的主要竞争者博通及AI互连需求，但来源带有鲜明立场、赞助内容和估值推销色彩。

关键事实

• 作者称博通2026财年第二季度AI半导体营收108亿美元，同比增143%，第三季度指引160亿美元。
• 文中称2026年AI营收目标560亿美元，2027财年逾1000亿美元；第二季度AI订单逾300亿美元。
• 文章列举OpenAI 2027年1.3吉瓦部署、Meta至2028年底3吉瓦项目等客户承诺。
• 第二季度自由现金流102.6亿美元，占营收46%；调整后EBITDA（息税折旧摊销前利润）率69%。
• 管理层在2026年3月授权100亿美元回购，文中称第一季度已执行78亿美元。

作者观点与证据

作者认为订单与吉瓦承诺说明多年建设周期，并以44个买入或强烈买入评级、零卖出评级支持乐观判断。收入、订单、回购和客户集中度可通过公司文件核验；目标价、分析师评级、作者持仓表态及广告内容均非独立结论。

与相关标的的关系

AVGO（博通）与MRVL竞争定制芯片、以太网交换及AI网络需求。博通客户承诺可提供行业需求线索，无法直接推导MRVL份额、价格或订单。

时效性与限制

文章发布于美东时间07/10 14:23（UTC+8 07/11 02:23）。24/7 Wall St.评论包含作者持续加仓表态与赞助广告；部分前瞻数字依赖管理层与客户计划。

后续跟踪

• 博通季度AI营收、订单转收入及毛利率。
• OpenAI、Meta项目的建设和供货进度。
• 客户集中度与定制芯片竞争格局。

英文原文

Why I Can’t Stop Buying This “Boring” Chipmaker With Game Changing Upside

Why I Can’t Stop Buying This “Boring” Chipmaker With Game Changing Upside

Alex Sirois

Sat, July 11, 2026 at 2:23 AM GMT+8 4 min read

• AVGO

-0.28%

• NVDA

+4.03%

• AMD

+2.04%

• MRVL

-3.07%

• GOOGL

-0.48%

Quick Read

• Hock Tan guided AVGO to $56 billion in AI revenue for 2026 and over $100 billion for fiscal 2027, with Q2 bookings hitting $30 billion.

• Unlike NVDA, AMD, or MRVL, AVGO pairs deep AI exposure with 15 consecutive dividend increases and named gigawatt-scale commitments from Google, Meta, and OpenAI.

• With 44 analyst buy ratings and zero sells, Broadcom's $30 billion Q2 backlog points to a multi-year infrastructure build-out, not a short-term demand spike.

• This lithium producer surpassed a $1B private valuation, joining some of America's most powerful startups. Now you can invest in EnergyX alongside global giants like General Motors, but only through July 16. (sponsor)

I keep hitting the buy button on Broadcom ( NASDAQ:AVGO ), and every quarter Hock Tan gives me a fresh reason to do it again. I own the boring chipmaker, keep adding on weakness, and the last four quarters keep telling me I am not early enough.

krystiannawrocki / E+ via Getty Images The thesis: every AI cluster needs custom accelerators and Ethernet fabric before GPUs can talk to each other. Broadcom sells that wiring under multi-year commitments that turn a volatile silicon cycle into something closer to a toll road.

The Data Doing the Arguing

AI semiconductor revenue hit $10.80 billion in Q2 FY2026, up 143% year over year, and Tan guided Q3 to $16 billion, up over 200% year on year. He put full-year 2026 AI revenue at $56 billion and fiscal 2027 at in excess of $100 billion. Q2 AI bookings landed at over $30 billion against $10.8 billion shipped, which is why he said visibility "extends into 2028."

Q2 free cash flow was $10.26 billion, or 46% of revenue. Adjusted EBITDA margin ran at 69%. Operating income rose 85.07% year over year on 48% revenue growth. Cash on the balance sheet climbed to $19.63 billion, up 107.22% year over year, while total liabilities fell 3.76%.

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The dividend was raised 10% in Q4 FY2025 to $0.65 per share, marking 15 consecutive annual increases since fiscal 2011. A fresh $10 billion buyback was authorized in March 2026, and management already put $7.8 billion of that to work in Q1. Eight straight EPS beats round it out.

Story Continues

Why Not the Obvious Names

Why not just pile into NVIDIA ( NASDAQ:NVDA ) or Advanced Micro Devices ( NASDAQ:AMD ) or Marvell Technology ( NASDAQ:MRVL )? First, none pair AI exposure with a 15-year rising dividend the way Broadcom does, and my retirement account needs the income compounding. Second, Broadcom is the counterparty for custom silicon hyperscalers build instead of buying merchant GPUs, with named commitments from Google, Meta, OpenAI, and Anthropic, including a 1.3-gigawatt OpenAI deployment in 2027 and a 3-gigawatt Meta program through end of 2028. Own the toll booth, and you are indifferent to which car wins the race.

The Risk I Am Not Dismissing

Concentration is real. A handful of hyperscalers drive the AI number, and the filing flags "dependence on limited number of significant customers" as a risk. What keeps me buying is the backlog shape: $30 billion of Q2 bookings and gigawatt commitments stretching into 2028 look less like a single-quarter demand pulse and more like a build-out schedule.

Insiders have been net sellers over the past 90 days. Retail chatter on the Apple extension stayed muted while the stock rose 11.28% in a week and 45.4% over the past year. Analyst consensus target sits at $523.73, with 44 buy or strong buy ratings and zero sells. I will keep buying Broadcom until Hock Tan stops raising the AI number.

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Over 50,000 people already have, along with global giants like General Motors and POSCO.

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Contact editorial@247wallst.com for any questions or corrections.

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光模块个股与芯片篮子的收益差

重要性2/5 中低

与PSI和AI光互连直接相关，数据有参考价值，但文章含较多营销和情绪化叙述。

标签

标的：`PSI`来源：24/7 Wall St.发布日期：2026-07-10重要性：2/5 中低评级理由：与PSI和AI光互连直接相关，数据有参考价值，但文章含较多营销和情绪化叙述。评级依据：时效性, 标的直接相关性, 事实密度, 来源限制原文字数：1005

中文摘要

核心结论

文章以AAOI（应用光电）年内250.57%的涨幅对比PSI（景顺半导体交易所交易基金）102.24%的回报，强调AI数据中心需求带动行业广泛受益，而单一光模块公司的高贝塔和业绩偏差带来更大波动。

重要性评级

评级：2/5（中低）

PSI为直接标的，文章含行业与公司数据；其关于社交媒体情绪及“分散化优劣”的表达偏叙事，且含推广内容。

关键事实

• 2025/12/31至2026/07/09，文章称PSI回报102.24%，1万美元约变为20,220美元。
• AAOI年初至今涨250.57%，过去一个月跌24.97%，52周区间18.50至233.67美元，贝塔值3.687。
• AAOI 2026年第一季度数据中心收入8140万美元，同比增长逾一倍，并首次向某大型超大规模客户批量出货800G产品。
• 文中称全球半导体收入2026年第一季度为2,985亿美元，同比增长79.2%；美国芯片销售同比增83.1%。
• PSI为覆盖美国上市半导体公司的篮子，文章称费率约0.56%。
• 作者援引社交平台帖子称AAOI情绪评分在72小时内从94降至22。

作者观点与证据

作者主张行业篮子可覆盖AI资本开支主题，同时降低个股事件冲击。PSI和AAOI收益、营收数据构成主要证据；社交平台情绪、未来800G竞争结果及“更平稳”的描述不能替代基金持仓与风险统计。

与相关标的的关系

PSI为直接标的，AAOI代表AI光互连供应链。两者共同受超大规模数据中心建设、光模块规格升级和半导体景气影响，但PSI不等同于AAOI的行业敞口。

时效性与限制

发布于美东时间07/10 14:17（UTC+8 07/11 02:17）。时效较近；24/7 Wall St.含顾问服务推广，收益区间、基金费率和持仓应以基金文件与收盘数据核验。

后续跟踪

• AAOI的800G和1.6T产品出货、客户集中度及盈利表现。
• PSI最新持仓、权重和费用。
• 超大规模客户的数据中心资本开支。
• 光模块产业链需求是否继续高于整体半导体需求。

英文原文

AAOI Soared 251%, But PSI Quietly Doubled Your Money Too

AAOI Soared 251%, But PSI Quietly Doubled Your Money Too

Michael Williams

Sat, July 11, 2026 at 2:17 AM GMT+8 5 min read

• AAOI

-1.87%

• RDDT

-2.48%

• PSI

-0.03%

Quick Read

• AAOI surged 250% year-to-date, but PSI, a semiconductor ETF riding the same AI wave, delivered 102%, nearly doubling a $10,000 stake.

• AAOI dropped 25% in a single month while Reddit sentiment crashed from bullish to bearish in 72 hours, the part nobody screenshots.

• Many financial professionals are salespeople paid on what they push, not whether you end up wealthier. A fiduciary is the opposite. The SEC legally requires them to put your interests first. Advisor.com's free matching tool pairs you with vetted fiduciaries from major national firms, all in under three minutes. See who you match with today.

You saw the chart. Applied Optoelectronics ( NASDAQ:AAOI ) went vertical this year, and your feed will not shut up about it. The screenshots, the rocket emojis, the "full port" posts. And you didn't buy a single share.

Quality Stock Arts / Shutterstock.com The optical transceiver maker is up 250.57% year to date, riding the AI datacenter buildout that needs faster and faster fiber to move data between GPUs. That is the kind of return that ruins your week when you missed it.

Here is the twist: you didn't miss it. Not really.

The Number That Kills the FOMO

Over the same window, from December 31, 2025 through July 9, 2026, the Invesco Semiconductors ETF ( NYSEARCA:PSI ) returned 102.24%. A $10,000 stake at the start of the year sat at roughly $20,220 on July 9.

That is a serious return. A chip basket that more than doubled in a little over six months while you slept, worked, and refreshed your brokerage app in peace.

PSI is a basket of U.S.-listed semiconductor names, an index-tracking fund from Invesco that spreads exposure across the sector for an expense ratio of roughly 0.56%. You paid a rounding error to own the theme.

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Same Wave, Different Surfboard

The force that lifted Applied Optoelectronics is the broader AI capex wave: hyperscalers pouring money into datacenters, GPUs needing high-speed interconnects, and optical transceivers stepping up from 400G to 800G and 1.6 Tb products. AAOI's Q1 2026 datacenter revenue more than doubled year over year to $81.4 million, and CEO Thompson Lin said the company "completed our first volume shipment of our 800G products to one of our large hyperscale customers in Q1."

Story Continues

That same demand is why global semiconductor revenue hit $298.5 billion in Q1 2026, up 79.2% year over year, and why U.S. chip sales jumped 83.1% versus the prior year. The rising tide is real, and it lifted the whole sector, not just one Texas transceiver shop.

PSI's job is to own that tide as a basket. You don't have to know which company wins the 800G qualification race or which fab lands the next hyperscale contract. You just need exposure to the fact that hyperscalers are spending, and chips get bought either way. If you want a broader read on which names are riding this cycle, our team's 7 Stocks Powering the AI Boom report walks through the ecosystem in depth.

The Part Nobody Screenshots

Yes, AAOI holders made more. A lot more. 250.57% beats 102.24%, and it is not close.

Now the other side. AAOI has a beta of 3.687, a 52-week range of $18.50 to $233.67, and a habit of missing earnings estimates even when revenue is exploding. Q3 2025 saw 82.1% revenue growth alongside a wide EPS miss. Q1 2026 revenue grew 51.4% and the stock still missed the consensus loss estimate.

And in the past month alone, AAOI is down 24.97%. Reddit's r/wallstreetbets flipped from "ALL IN ON AAOI" posts on July 4 to a "Bottleneck bros are moving to Robotics" thread with 102 upvotes by July 7. Sentiment scores fell from 94 to 22 inside 72 hours. That is single-stock life. You get the top and the trapdoor in the same package.

PSI spreads that exposure across a basket of chip names. Any one blowup gets diluted. You give up the euphoric top of the trade. You also skip the part where a Reddit post empties the room.

Process Over Prediction

Chasing hot tickers is stock-picking with extra regret attached. You have to be right about the company, right about the timing, and lucky about the exit. Owning the theme through a diversified fund gets you most of the move with a fraction of the white-knuckle moments.

You didn't need to pick AAOI to profit from AI optics. You needed to be exposed to semiconductors while the AI capex cycle was running, and PSI was one straightforward way to do that. The stock-pickers who nailed AAOI deserve the win. The investor who owned the basket got most of the move without ever needing to be a hero.

Next time a ticker takes over your timeline, the useful question to ask is "what is the underlying driver, and do I already own it in some form?" Answer that clearly and the FOMO gets a lot quieter.

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Contact editorial@247wallst.com for any questions or corrections.

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谷歌亚马逊扩建数据中心

重要性2/5 中低

数据中心扩容与APLD主题相关且时效高，但可见信息极少，缺少公司级传导和可核方法。

标签

标的：`APLD`来源：Investor's Business Daily发布日期：2026-07-10重要性：2/5 中低评级理由：数据中心扩容与APLD主题相关且时效高，但可见信息极少，缺少公司级传导和可核方法。评级依据：APLD所在数据中心行业直接相关, 发布时间接近日报窗口, 原文截断且无项目细节原文字数：65

中文摘要

核心结论

投资者商业日报摘要称，北美数据中心项目储备在6月较5月增加4%，主要由超大规模云服务商推动。该信息对APLD的数据中心开发主题具有行业相关性，但原文未提供公司层面的项目、合同或财务细节。

重要性评级

评级：2/5（中低）

数据中心项目管线与APLD直接业务主题相关且消息新近；可见内容仅一条摘要，无法判断项目归属、数据方法或实际交付。

关键事实

• 北美数据中心项目储备6月较5月增加4%。
• 摘要将增长归因于超大规模云服务商扩容计划。
• 文章涉及谷歌与亚马逊的数据中心容量规划。
• 文章发布于美东时间07/10 13:48（UTC+8 07/11 01:48）。

作者观点与证据

可见文本只陈述项目储备月度变化和推动主体，没有披露数据来源、样本、项目数量、地点、用电规模或谷歌、亚马逊的具体承诺。因此无法评价扩容幅度的持续性。

与相关标的的关系

APLD（应用数字）从事数据中心开发，行业管线扩张可提供需求环境背景。原文未提及APLD项目、客户、租约、融资或电力资源，不能形成直接经营判断。

时效性与限制

文章发布于美东时间07/10 13:48（UTC+8 07/11 01:48），信息新近。原文在摘要后截断，数据定义及事实来源均缺失，证据强度较低。

后续跟踪

• 谷歌、亚马逊披露的项目地点、容量和投产计划。
• 北美数据中心管线的数据来源与月度延续性。
• APLD项目签约、供电、融资和交付进度。

英文原文

Google, Amazon Increase Data-Center Capacity Plans

Google, Amazon Increase Data-Center Capacity Plans

Google, Amazon Increase Data-Center Capacity Plans · Investor's Business Daily

PATRICK SEITZ

Sat, July 11, 2026 at 1:48 AM GMT+8 2 min read

• GOOGL

-0.48%

• AMZN

-0.69%

• APLD

-3.53%

• GOOG

-0.34%

The project pipeline for data centers in North America increased by 4% in June from May, with hyperscalers driving the growth.

Continue Reading

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Coherent利润率扩张受关注

重要性4/5 高

直接覆盖COHR并给出盈利、估值、订单能见度和预期修订等多项核心事实，且发布时间新近。

标签

标的：`COHR`来源：Zacks发布日期：2026-07-10重要性：4/5 高评级理由：直接覆盖COHR并给出盈利、估值、订单能见度和预期修订等多项核心事实，且发布时间新近。评级依据：直接标的相关性, 时效性, 事实密度, 证据强度原文字数：503

中文摘要

核心结论

Zacks指出Coherent（相干公司，COHR）在2026财年第三季度调整后营业利润率同比提高163个基点，调整后净利润同比增近56%，将其归因于AI光网络需求、工厂利用率和供应链效率改善。文章同时承认其预期市盈率39.02倍，高于行业22.03倍，且2026年盈利一致预期近60日下调。

重要性评级

评级：4/5（高）

COHR为直接标的，文章包含利润率、净利润、估值和预期修订等可供核验的财务要点；结论仍主要来自Zacks的叙述。

关键事实

• 发布：美东时间 07/10 13:33（UTC+8 07/11 01:33）。
• Coherent第三季度调整后营业利润率同比提高163个基点。
• 调整后净利润同比增长近56%，文章归因于AI相关光网络产品需求、产能利用率上升和供应链效率改善。
• 文中称公司有延续至2028年的创纪录订单积压，以及延续至2030年的长期供货协议。
• 文章称英伟达此前的20亿美元股权投资强化了资产负债表。
• COHR预期12个月市盈率为39.02倍，行业为22.03倍；2026年盈利一致预期过去60日下调。

作者观点与证据

作者把利润率扩张视为AI基础设施需求转化为盈利能力的证据。163个基点和近56%的利润增长是核心可验证数据；对订单能见度、需求持续性和“买入”评级的解释包含Zacks自身判断，且盈利预期下调构成相反信号。

与相关标的的关系

COHR为直接主体。Lumentum（光迅科技，LITE）和IPG Photonics（IPGP）被作为光通信及光子学可比公司；文中未给出三者的具体份额或订单对照。

时效性与限制

发布于美东时间 07/10 13:33（UTC+8 07/11 01:33）。应以Coherent季报、订单披露和英伟达投资文件核验；文章没有披露调整后指标的完整计算和一致预期下调原因。

后续跟踪

• 后续季度营业利润率与调整后净利润走势。
• 2028年订单积压和2030年供货协议的金额及履约进度。
• 2026年盈利一致预期继续下调或恢复的原因。
• 光网络产品需求、产能利用率与资本开支变化。

英文原文

Coherent

Coherent's Margin Expansion is a Metric Investors Should Watch

Zacks Equity Research

Sat, July 11, 2026 at 1:33 AM GMT+8 2 min read

• COHR

-0.84%

• LITE

+2.07%

• IPGP

-0.28%

Coherent Corp.'s COHR improving profitability is emerging as one of the company's most encouraging trends, reflecting the financial benefits of the ongoing AI infrastructure boom.

During the third quarter, Coherent expanded its adjusted operating margin by 163 basis points from the year-ago period. While higher demand for AI-related optical networking products has fueled revenue growth, the margin improvement shows that the company is converting that demand into stronger profits.

The expansion was supported by higher factory utilization and better supply chain efficiencies. As production volumes increased, fixed manufacturing costs were spread across more units, allowing incremental revenues to flow through to earnings more efficiently.

The impact is already visible on the bottom line. Adjusted net income jumped nearly 56% year over year, highlighting the operating leverage created by rising production levels. Rather than relying solely on sales growth, Coherent is demonstrating that its manufacturing network is becoming increasingly efficient as demand strengthens.

This combination of expanding margins, improving operational efficiency and robust earnings growth suggests Coherent's financial profile is becoming stronger. If AI-driven demand remains healthy, continued improvements in manufacturing utilization and cost efficiency could support additional profit expansion in the quarters ahead, making margin performance a key metric for investors to monitor.

Peer Lens

Among U.S.-listed peers, Lumentum Holdings LITE and IPG Photonics IPGP offer useful comparisons for investors evaluating Coherent. Like Coherent, both LITE and IPGP operate in optical components and photonics markets that benefit from increasing demand for high-speed data communications and advanced laser technologies.

However, Coherent currently stands apart because of its unusually strong exposure to AI infrastructure, a record backlog extending into 2028, long-term supply agreements through 2030 and a significantly strengthened balance sheet following NVIDIA's strategic investment. These factors have helped improve earnings visibility and differentiate Coherent's growth profile within the photonics industry.

COHR's Price Performance, Valuation & Estimates

Coherent's stock has rallied a whopping 249% in a year against the industry's 10% growth.

Zacks Investment Research                                                         Image Source: Zacks Investment Research

From a valuation perspective, COHR trades at a forward 12-month price-to-earnings ratio of 39.02X, higher than the industry's 22.03X. It has a Value Score of C.

Story Continues

Zacks Investment Research                                                                 Image Source: Zacks Investment Research

The Zacks Consensus Estimate for COHR's earnings for 2026 has decreased over the past 60 days.

COHR currently has a Zacks Rank #2 (Buy). You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here .

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

Coherent Corp. (COHR) : Free Stock Analysis Report

IPG Photonics Corporation (IPGP) : Free Stock Analysis Report

Lumentum Holdings Inc. (LITE) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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英伟达估值折价争议

重要性3/5 中高

英伟达对SOXX高度相关，财务数据新鲜，但文章主体是评论性估值争议。

标签

标的：`SOXX`来源：24/7 Wall St.发布日期：2026-07-10重要性：3/5 中高评级理由：英伟达对SOXX高度相关，财务数据新鲜，但文章主体是评论性估值争议。评级依据：标的直接相关性, 时效性, 事实密度, 观点属性原文字数：819

中文摘要

核心结论

Jim Cramer认为英伟达的软件生态和数据中心增长使其23倍远期市盈率低于SanDisk的27倍缺乏合理性；文章同时承认，大收入基数下的增速放缓、超大规模客户集中和中国出口限制可能解释估值折价。SOXX受英伟达这一重要成分股的估值变化影响。

重要性评级

评级：3/5（中高）。SOXX的核心成分股英伟达是文章直接对象，包含季度财务数据；Cramer的估值判断及作者的结论均属观点，非基金层面的新事实。

关键事实

• Cramer在07/09的节目中比较英伟达23倍远期市盈率与SanDisk 27倍远期市盈率。
• 文中列示英伟达股价209.79美元、市值约5.08万亿美元。
• 英伟达2027财年第一季度收入816.1亿美元，同比增长85%；数据中心收入752.5亿美元，数据中心网络收入增长199%。
• 公司指引2027财年第二季度收入910亿美元，非公认会计准则毛利率75%。
• 文中称SanDisk 2026财年第三季度收入59.5亿美元，同比增长251%，数据中心收入增长645%。

作者观点与证据

文章支持英伟达拥有CUDA、NVLink Fusion和Dynamo等软件与互连壁垒的观点，并以财务增长和分析师评级佐证。估值比较未调整不同增长阶段、周期和风险，作者也承认出口限制、客户集中及大数效应。

与相关标的的关系

SOXX直接受英伟达这一主要成分股的价格和估值变化影响；SanDisk、Meta和甲骨文是比较对象、客户或人工智能需求背景，并非SOXX表现的完整解释。

时效性与限制

发表于美东时间07/10 12:54（UTC+8 07/11 00:54）。财务数据具参考价值，但节目评论、分析师评级和估值结论具有主观性；文章未给出SOXX中英伟达的具体权重。

后续跟踪

• 英伟达第二季度指引兑现及毛利率变化。
• 中国出口限制和超大规模客户订单。
• CUDA及互连产品的采用进展。
• SOXX的英伟达权重和基金集中度。

英文原文

Jim Cramer Says NVIDIA Is the Most Proprietary Chip Company in History, and the Market Is Getting Its Valuation Wrong

Jim Cramer Says NVIDIA Is the Most Proprietary Chip Company in History, and the Market Is Getting Its Valuation Wrong

David Moadel

Sat, July 11, 2026 at 12:54 AM GMT+8 4 min read

• NVDA

+4.03%

• ORCL-PD

-1.59%

• SOXX

-0.06%

• META

+5.97%

• SNDK

+3.10%

Quick Read

• Cramer called NVIDIA the most proprietary chip company in history, yet its 23x forward P/E trails commodity memory maker SanDisk's 27x multiple.

• NVDA's software moat, built on CUDA, NVLink Fusion, and Dynamo, locks developers into its architecture in ways SNDK's commodity NAND memory simply cannot replicate.

• The lower NVDA multiple may rationally price in the challenge of sustaining 85% growth off a $216 billion revenue base amid China export restrictions.

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In his Mad Money broadcast on July 9, Jim Cramer defended a former tech-market darling, arguing that the market has the valuation math backwards. His frustration centered on why sellers keep unloading NVIDIA ( NASDAQ:NVDA ) while assigning higher forward multiples to memory names like SanDisk ( NASDAQ:SNDK ).

Shutterstock / Piotr Swat Cramer put it directly: "Some commodity chip companies like SanDisk now have price-earnings multiples higher on next year's earnings than NVIDIA." He added, "I regard that as insulting. Nvidia is the most proprietary chip company in the history of the world." NVIDIA stock traded at $209.79 Friday afternoon, with a market cap of around $5.08 trillion.

The forward multiple data supports the argument. NVIDIA stock carries a forward price-to-earnings ratio of 23x and a trailing multiple of 31x, while SanDisk stock trades at a 27x forward multiple and a 59x trailing figure.

The Proprietary Moat Cramer Is Defending

NVIDIA's most recent quarter puts hard numbers behind the moat argument. The company's Q1 FY2027 revenue reached $81.61 billion, up 85% year over year (YoY), with Data Center revenue of $75.25 billion and Data Center Networking up 199%.

NVIDIA's non-GAAP gross margin expanded to 75%, and management guided Q2 FY2027 revenue to $91 billion. The proprietary layer runs deeper than silicon: CUDA-X software, NVLink Fusion compute fabric, Spectrum-X Ethernet, and the Dynamo inference stack lock developers into NVIDIA's architecture in ways commodity accelerators cannot replicate.

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CEO Jensen Huang has repeatedly framed the AI infrastructure buildout as the largest in human history, and deployment commitments from OpenAI, Anthropic, Meta Platforms ( NASDAQ:META ), Oracle ( NYSE:ORCL ), and xAI translate that into tangible order flow for NVIDIA's Blackwell and Vera Rubin platforms.

Wall Street sentiment reflects the view. NVIDIA stock currently carries 10 Strong Buy, 48 Buy, 2 Hold, and 1 Sell rating, with an average analyst price target of $301.62.

Story Continues

The SanDisk Comparison

SanDisk stock has been on a rocket ride. Shares are up 710% year-to-date (YTD), if you can believe it. SanDisk' Q3 FY2026 revenue jumped 251% YoY to $5.95 billion, with Datacenter revenue up 645% YoY.

SanDisk sells NAND memory, a product category that historically cycles through boom-and-bust pricing tied to industry-wide capacity. That structural difference is what Cramer was pointing at when contrasting proprietary economics against commodity economics.

The Bear Case Worth Considering

A cheaper forward multiple on NVIDIA stock can reflect the market pricing in decelerating growth off a large base. NVIDIA's FY2026 revenue reached $215.94 billion, and comparable percentage growth becomes mathematically harder. Customer concentration among hyperscalers, China export restrictions, and rising cash taxes are real considerations.

A lower multiple can be a rational discount rather than clear mispricing. For investors weighing entry, moderating one's position size makes sense given NVIDIA stock's 2.21 beta and history of sharp drawdowns. Readers exploring the broader AI thesis can review our 7 Stocks Powering the AI Boom report for adjacent names benefiting from the buildout.

For investors wanting NVIDIA exposure without single-stock risk, the iShares Semiconductor ETF ( NASDAQ:SOXX ) offers broad sector access. The concentration risk remains meaningful, though, as NVIDIA sits among the fund's top holdings.

The Bottom Line

Cramer's core claim is defensible on the data. NVIDIA stock's forward multiple sits below SanDisk's despite carrying arguably the strongest software moat and highest-margin franchise in semiconductors. The proprietary software layer, from CUDA to Dynamo to NVLink Fusion, separates NVIDIA from any peer chipmaker.

A discount can reflect legitimate concerns about the law of large numbers, cyclical risk, and hyperscaler concentration, and both realities can coexist. Investors should keep their position sizes calibrated to the stock's volatility, and diversification through semiconductor ETF exposure can soften single-name risk.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

Contact editorial@247wallst.com for any questions or corrections.

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均权与市值芯片基金分化

重要性3/5 中

MRVL为XSD最大持仓，基金结构可帮助理解风格暴露；其未来判断主要是评论性推演。

标签

标的：`MRVL`来源：24/7 Wall St.发布日期：2026-07-10重要性：3/5 中评级理由：MRVL为XSD最大持仓，基金结构可帮助理解风格暴露；其未来判断主要是评论性推演。评级依据：MRVL直接位列XSD最大持仓, 含量化回报与权重数据, 基金数据缺少官方文件链接原文字数：912

中文摘要

核心结论

文章比较XSD（标普半导体交易所交易基金）与SMH（范达半导体交易所交易基金）的权重结构：前者分散于约40只美国芯片股，后者集中于大型AI芯片与设备股。2026年迄今XSD领先，长期回报则由SMH占优。

重要性评级

评级：3/5（中）

MRVL是XSD第一大持仓，基金结构和相对表现有助于理解持仓风格暴露；文章为历史回测式评论，未提供指数原始资料。

关键事实

• SMH前五大持仓为AMD 10.33%、博通9.57%、美光9.39%、台积电8.75%、英伟达8.40%。
• XSD最大持仓MRVL为3.06%，其余主要持仓接近等权；两只基金费率均为0.35%。
• 过去五年SMH回报375.62%，XSD为197.24%；2026年迄今XSD涨70.75%，SMH涨64.66%。
• 过去十年SMH回报2146.44%，XSD为1179.03%；最近一周XSD跌7.95%，SMH跌4.43%。

作者观点与证据

作者将SMH定义为对大型AI赢家、台积电和阿斯麦集中暴露的工具，将XSD定义为小中盘、模拟、功率和专用芯片扩散的工具。持仓权重与历史回报可核验；对未来轮动的判断是风格推演，未包含再平衡日期和指数方法细节。

与相关标的的关系

MRVL在XSD权重3.06%，其相对表现会直接影响XSD；在SMH中的影响远低于AMD、博通、美光、台积电和英伟达等重仓股。文章可用于识别MRVL处于分散型芯片篮子的风格位置。

时效性与限制

文章发布于美东时间07/10 12:44（UTC+8 07/11 00:44）。数据未说明截至何一交易时点，且正文夹带理财服务推广，基金持仓与回报应以基金官方文件复核。

后续跟踪

• 两只基金最新持仓和再平衡结果。
• 小中盘芯片股相对大型AI股的收益扩散。
• MRVL在XSD中的权重变化与行业分类。

英文原文

XSD vs. SMH: Should Your Semiconductor ETF Be Equal-Weight or Cap-Weight?

XSD vs. SMH: Should Your Semiconductor ETF Be Equal-Weight or Cap-Weight?

John Seetoo

Sat, July 11, 2026 at 12:44 AM GMT+8 5 min read

• SMH

+0.54%

• 2330.TW

-2.03%

• ASML.AS

-2.11%

• MRVL

-3.07%

• TSM

-0.65%

Quick Read

• SMH crushed XSD over five years, returning 376% versus 197%, but XSD's equal-weight structure flipped the ranking in 2026, gaining 71% to SMH's 65%.

• SMH's edge includes direct exposure to TSM and ASML, foreign foundry and lithography names that XSD's U.S.-only mandate completely excludes.

• SMH lets winners compound by rebalancing less aggressively, while XSD systematically trims outperformers and adds to laggards, capping single-stock concentration.

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The SPDR S&P Semiconductor ETF ( NYSEARCA:XSD ) and the VanEck Semiconductor ETF ( NASDAQ:SMH ) both offer exposure to semiconductors, yet they are two very different bets. XSD spreads chips money almost evenly across roughly 40 U.S. semiconductor names. SMH funnels most of its dollars into the 25 largest, tilting hard toward the AI mega-caps. Over the last five years that structural choice produced a 375.62% return for SMH versus 197.24% for XSD. In 2026 so far, the ranking has flipped.

Sach336699 / Shutterstock.com

What Each Fund Is Actually Betting On

SMH is a concentrated wager that the mega-cap winners keep winning. Its top five holdings are AMD at 10.33%, Broadcom at 9.57%, Micron at 9.39%, Taiwan Semiconductor at 8.75%, and NVIDIA at 8.40%. Add ASML and Intel and roughly 55% of the portfolio sits in seven names tied to AI training, advanced packaging, and leading-edge lithography. If hyperscaler capex stays elevated and the biggest fabs keep pricing power, SMH captures nearly all of that upside.

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XSD is the opposite thesis: breadth wins when the AI trade broadens. Its modified equal-weight index caps positions near parity, so the top names, Marvell Technology at 3.06%, Power Integrations at 3.05%, and Cirrus Logic at 2.98%, sit next to analog, power, RFID, and FPGA suppliers like Silicon Labs, Lattice, and Impinj. That construction bets on small and mid-cap semis catching up as edge AI, automotive silicon, and industrial chip cycles recover.

Story Continues

Where the Difference Shows Up

The divergence is visible in this year's performance. XSD is up 70.75% year to date, beating SMH's 64.66%, because small and mid-cap chip names finally caught a bid after two years of lagging NVIDIA and Broadcom. Over one year the funds are essentially tied at 108.61% for XSD and 109.83% for SMH.

Zoom out and the mega-cap bet dominates. SMH has returned 2,146.44% over ten years against 1,179.03% for XSD. That gap is the AI decade in a single number: owning NVIDIA and TSMC at heavy weights was worth roughly double an equal slice of the industry. The last week shows the risk pattern in miniature, with XSD down 7.95% versus 4.43% for SMH as smaller chip names sold off harder.

The Practical Comparison

Factor

XSD

SMH

Weighting

Modified equal-weight

Market-cap weighted

Top holding weight

3.06% (MRVL)

10.33% (AMD)

Expense ratio

0.35%

0.35%

5-year return

197.24%

375.62%

Foreign exposure

U.S. only

Includes TSM, ASML

Fees are a wash. The real cost difference is behavioral: SMH rebalances less aggressively, letting winners run, which is efficient in a trending AI market but leaves you exposed if one or two mega-caps roll over. XSD trims winners and adds to laggards at each rebalance, damping single-stock risk but cutting the biggest compounders down to size. SMH also gives you Taiwan Semiconductor and ASML, foreign names XSD excludes, which matters if you want direct exposure to the foundry and lithography bottleneck. For a broader look at the AI infrastructure names driving these funds, see our Next Nvidia Playbook.

The Verdict

SMH is the right choice for investors who believe the AI cycle runs through a handful of dominant chip and equipment names, and who want the TSMC and ASML exposure that pure U.S. funds lack. XSD fits investors who think the rally needs to broaden, want less single-stock risk, and are willing to give up some AI beta to own the analog, power, and specialty names that lead when the cycle turns. If NVIDIA and Broadcom keep setting the pace, SMH wins again. If 2026's early broadening holds and mid-cap semis lead, XSD keeps closing the gap.

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They pair you with a fiduciary (required by law to put YOUR interest first) with questions related to taxes, estate planning, retirement, insurance analysis, and more. See you who you match with today, and get the answers you need.

Contact editorial@247wallst.com for any questions or corrections.

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高速光模块扩产加剧竞争

重要性3/5 中

高速光互连需求和COHR竞争位置直接相关，但文章主体为AAOI，COHR财务影响未量化。

标签

标的：`COHR`来源：Zacks发布日期：2026-07-10重要性：3/5 中评级理由：高速光互连需求和COHR竞争位置直接相关，但文章主体为AAOI，COHR财务影响未量化。评级依据：关联标的相关性, 时效性, 行业事实, 证据限制原文字数：651

中文摘要

核心结论

Zacks称Applied Optoelectronics的800G光模块需求增长，并将产能扩至2026年底每月逾65万只800G及1.6T产品、2027年底逾93万只；文章指出Coherent与Lumentum获得英伟达合作和资金支持，构成AAOI的竞争压力。对COHR而言，内容提供光网络需求与竞争格局背景，未披露COHR新增订单。

重要性评级

评级：3/5（中）

COHR为直接关联竞争者，文章有高速光模块需求、产能和英伟达合作金额等事实；主体仍是AAOI，且部分远期收入预测缺少依据。

关键事实

• 发布：美东时间 07/10 12:44（UTC+8 07/11 00:44）。
• AAOI一季度首次向一家大型超大规模客户批量交付800G单模光模块，相关收入460万美元，占数据中心收入5.6%。
• 管理层预计二季度800G出货量接近一季度的4倍，并称另一长期客户已下达1.6T产品首个批量订单。
• AAOI目标为2026年底每月生产逾65万只800G和1.6T产品，2027年底逾93万只。
• 文中称需求可能至2027年中超过行业产能，AAOI预期2027年中800G月收入约2.17亿美元、数据中心光模块月收入约4.71亿美元。
• 文章称COHR在2026财年第三季度与英伟达达成先进光网络及CPO（共封装光学）合作，含20亿美元股权投资和延续至本十年末的供货协议。

作者观点与证据

文章看好AAOI的产品放量，同时把COHR和LITE与英伟达的合作列为竞争风险。AAOI出货、客户和远期收入主要为公司口径；COHR合作金额和协议期限应以双方正式披露核验，未展示三家公司产品规格和价格的可比数据。

与相关标的的关系

COHR为直接关联对象：其英伟达合作及资金支持被列为AAOI竞争压力来源，反映高速光互连领域的客户与产能竞争。原文没有披露该合作对COHR收入、毛利或份额的实际影响。

时效性与限制

发布于美东时间 07/10 12:44（UTC+8 07/11 00:44）。材料兼具行业数据和竞争背景，但以AAOI为主，远期月收入预测和需求缺口未经独立数据验证。

后续跟踪

• AAOI二季度800G出货及1.6T交付进度。
• COHR与英伟达合作的产品、订单和收入确认。
• 高速光模块行业产能、价格和需求缺口的实际变化。
• CPO技术在AI数据中心的商业化进度。

英文原文

AAOI Benefits From Strong 800G Transceivers Demand: More Upside Ahead?

AAOI Benefits From Strong 800G Transceivers Demand: More Upside Ahead?

Nilanshi Mukherjee

Sat, July 11, 2026 at 12:44 AM GMT+8 3 min read

• COHR

-0.84%

Applied Optoelectronics AAOI is benefiting from the strong demand for 800G transceivers, a trend that is fundamentally reshaping the company's growth trajectory. In the first quarter alone, AAOI completed its first volume shipment of 800G single-mode transceivers to a major hyperscale customer, with 800G revenues reaching $4.6 million, or 5.6% of total data center revenues.

Management expects to ship nearly four times the quantity of 800G units in the second quarter as additional orders move into delivery. The company also announced a first volume order for 1.6T transceivers from another long-term hyperscale customer, with 800G deliveries expected in the second quarter and 1.6T deliveries expected as early as the third quarter, completing by year-end 2026.

AAOI's ability to scale manufacturing capacity rapidly remains a key catalyst. The company has made significant investments in expanding its U.S. manufacturing footprint, especially in Texas, and internationally in Taiwan and China.

The company expects to produce more than 650,000 units of 800G and 1.6T products per month by the end of 2026, and anticipates increasing this to more than 930,000 units per month by the end of 2027. This expansion is crucial, as demand for these high-speed modules is projected to outpace production capacity through mid-2027, underscoring the strength and persistence of the AI infrastructure trend.

AAOI's strong position in the 800G transceiver market is fueling both operational and financial momentum. The company forecasts that 800G revenues will reach approximately $217 million per month by mid-2027, contributing to a total data center transceiver revenue of about $471 million monthly.

AAOI Faces Stiff Competition

Applied Optoelectronics is facing stiff competition from Lumentum LITE and Coherent COHR in the optical networking market. Coherent and Lumentum's partnerships with NVIDIA pose a significant threat to AAOI.

During the third quarter of fiscal 2026, Coherent announced a strategic partnership with NVIDIA focused on advanced optical networking and CPO technologies for AI data centers. The agreement includes a $2 billion equity investment from NVIDIA and a multi-year supply agreement extending through the end of the decade.

In March 2026, Lumentum entered into a multiyear strategic agreement with NVIDIA to accelerate the development of advanced optical technologies for next-generation AI infrastructure. The partnership includes a multibillion-dollar purchase commitment and a $2 billion NVIDIA investment to expand Lumentum's U.S. manufacturing capacity and R&D capabilities.

Story Continues

AAOI's Share Price Performance, Valuation, and Estimates

Applied Optoelectronics shares have skyrocketed 250.6% in the year-to-date period, outperforming the Zacks Computer & Technology sector's rise of 15.3% and the Zacks Electronics - Semiconductors increase of 44.9%.

AAOI Stock's Performance

Zacks Investment Research

Image Source: Zacks Investment Research

Applied Optoelectronics shares are currently overvalued, as suggested by its Value Score of F. AAOI stock is trading at a premium with a trailing 12-month Price/Sales of 18.32X compared with the Electronics - Semiconductors industry's 16.35X.

AAOI's Valuation

Zacks Investment Research

Image Source: Zacks Investment Research

The Zacks Consensus Estimate for 2026 earnings is pegged at 80 cents per share, which has been unchanged over the past 30 days. This suggests 407.69% year-over-year growth.

Applied Optoelectronics, Inc. Price and Consensus

Applied Optoelectronics, Inc. Price and Consensus Applied Optoelectronics, Inc. price-consensus-chart | Applied Optoelectronics, Inc. Quote

AAOI's Zacks Rank

Applied Optoelectronics currently carries a Zacks Rank #3 (Hold). You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here .

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Applied Optoelectronics, Inc. (AAOI) : Free Stock Analysis Report

Coherent Corp. (COHR) : Free Stock Analysis Report

Lumentum Holdings Inc. (LITE) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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APLD租约集中度风险

重要性4/5 高

直接量化APLD合同收入的客户集中度与中期交付风险。

标签

标的：`APLD`来源：Zacks发布日期：2026-07-10重要性：4/5 高评级理由：直接量化APLD合同收入的客户集中度与中期交付风险。评级依据：时效性, 标的直接相关性, 合同金额事实密度, 来源限制原文字数：627

中文摘要

核心结论

Zacks认为，Applied Digital（人工智能数据中心运营商，代码APLD）约360亿美元已签约租约收入中，近86%来自两家超大规模云客户；2027至2028年园区交付期间，客户资本开支、信用与部署进度将直接影响收入兑现。

重要性评级

评级：4/5（高）。文章直接量化APLD合同收入集中度，且涉及主要租户与交付窗口；评级和估值判断来自Zacks，需与公司合同披露交叉核对。

关键事实

• 约200亿美元合同收入对应一名超大规模客户，覆盖Delta Forge 1、Polaris Forge 3和Delta Forge 2。
• CoreWeave（云计算服务商）通过Polaris Forge 1对应约110亿美元；Polaris Forge 2第三名客户对应约50亿美元。
• 两名客户合计占已签约收入近86%。
• APLD年初至今上涨31.7%，远期12个月市销率为13.14倍，高于该机构所列行业的8.97倍。
• Zacks一致预期APLD 2026财年每股亏损0.70美元，上一财年亏损0.80美元。

作者观点与证据

作者的审慎立场建立在合同金额和客户集中度上，并将Equinix与Digital Realty的客户分散结构作为对照。文中没有提供租约取消条款、客户信用文件或各项目建设进度，估值评分与排名属于Zacks自身方法。

与相关标的的关系

APLD直接受租户集中度和园区投产影响；CoreWeave、Digital Realty及其优先股仅为客户或同业比较线索，不能据此推断其单独经营结果。

时效性与限制

发表于美东时间07/10 12:05（UTC+8 07/11 00:05）。可作为APLD合同结构的近期背景，但合同金额及客户构成应以公司最新披露为准；原文为机构研究文章。

后续跟踪

• 三个主要园区的建设、通电和交付节点。
• 核心租户的资本开支、信用状况与租约履约。
• 新租户签约是否降低收入集中度。
• 建设融资、自由现金流和亏损改善情况。

英文原文

APLD

APLD's Customer Concentration Remains High: Will it Limit Growth?

Zacks Equity Research

Sat, July 11, 2026 at 12:05 AM GMT+8 3 min read

• APLD

-3.53%

• DLR

+0.60%

• DLR-PJ

-0.10%

• DLR-PL

+0.25%

• CRWV

-0.91%

Applied Digital APLD continues to expand its artificial intelligence data center platform aggressively, but its persistently high customer concentration remains an important investment risk. Although the company has built a sizable portfolio of long-term hyperscale leases, future revenue generation remains heavily dependent on a limited number of counterparties, tying growth closely to the investment priorities and financial health of a few large customers.

The exposure remains substantial. Applied Digital has approximately $36 billion in contracted lease revenues, with nearly $20 billion associated with one hyperscaler across Delta Forge 1, Polaris Forge 3 and Delta Forge 2. CoreWeave represents another $11 billion through Polaris Forge 1, while a third hyperscaler at Polaris Forge 2 accounts for the remaining $5 billion. Consequently, nearly 86% of the company's contracted revenues are derived from just two customers, highlighting the limited diversification of its revenue pipeline.

This dependence increases execution risk as multiple AI data center campuses are scheduled to become operational through 2027 and 2028. Any delay in capacity deployments, moderation in AI infrastructure investments or deterioration in the credit profile of these key tenants could materially affect future revenue generation. While Applied Digital continues to expand its development pipeline, much of the incremental contracted capacity remains tied to existing hyperscale relationships instead of materially broadening its customer mix.

With the bulk of contracted revenues still resting on just two hyperscalers and little evidence of a broader tenant base taking shape, APLD's customer concentration is likely to remain a defining constraint on the sustainability of its growth trajectory.

APLD Faces Stiff Competition

Applied Digital faces intense competition from Equinix EQIX and Digital Realty Trust DLR, both of which operate with significantly more diversified customer portfolios.

Equinix generates revenues from a broad base of enterprise, cloud and network customers across global markets, while Digital Realty Trust serves a balanced mix of hyperscalers, enterprises and colocation customers. In comparison, Applied Digital remains heavily reliant on a limited number of hyperscale tenants for the bulk of its contracted lease revenues.

Unlike Equinix and Digital Realty Trust, Applied Digital's elevated customer concentration increases its exposure to customer-specific investment decisions and execution risks, potentially making its long-term revenue stream more volatile.

Story Continues

APLD's Share Price Performance, Valuation & Estimates

Applied Digital shares have returned 31.7% year to date, while the broader Zacks Finance sector has appreciated 4.6% and the Zacks Financial-Miscellaneous Services industry has plunged 12.5%.

APLD Stock's Performance

Zacks Investment Research

Image Source: Zacks Investment Research

Applied Digital stock is trading at a forward 12-month price/sales of 13.14X compared with the broader sector's 8.97X. APLD has a Value Score of F.

APLD's Valuation

Zacks Investment Research

Image Source: Zacks Investment Research

The Zacks Consensus Estimate for fiscal 2026 loss is pegged at 70 cents per share. Applied Digital reported a loss of 80 cents per share in the previous year.

Applied Digital Corporation Price and Consensus

Applied Digital Corporation Price and Consensus Applied Digital Corporation price-consensus-chart | Applied Digital Corporation Quote

APLD currently carries a Zacks Rank #5 (Strong Sell).

You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

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This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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迈威尔五项AI增长引擎

重要性4/5 中高

直接覆盖MRVL且含分业务增长框架与估值数据，适合当日重点阅读；核心依据仍为公司展望和分析师共识。

标签

标的：`MRVL`来源：Zacks发布日期：2026-07-10重要性：4/5 中高评级理由：直接覆盖MRVL且含分业务增长框架与估值数据，适合当日重点阅读；核心依据仍为公司展望和分析师共识。评级依据：MRVL直接标的关联, 分业务收入目标和竞争信息, 前瞻预测缺少订单明细原文字数：669

中文摘要

核心结论

Zacks认为MRVL的光互连、跨数据中心连接、机架内光互连、以太网交换和定制芯片可共同支撑2027至2028财年的高增长目标。该论证依赖公司预测和分析师共识，兑现节奏仍待收入验证。

重要性评级

评级：4/5（中高）

文章直接覆盖输入标的MRVL，提供多项分业务收入目标、估值和盈利预测，虽为研究机构观点且有推荐营销内容。

关键事实

• MRVL预计2027财年营收增长约40%，2028财年再增45%至约165亿美元；数据中心业务增速目标约50%和55%。
• 公司称已向美国五家大型云服务商供应DCI（数据中心互连）方案，目标2028财年达到10亿美元年化营收，约为2026财年的两倍。
• 以太网交换业务预计2027财年超6亿美元，2028财年朝10亿美元年化规模发展。
• 定制芯片营收约15亿美元后，预计2027财年增长逾20%、2028财年逾倍；机架内光互连原预测约1.5亿美元的2028财年收入将逾倍上调。
• 文中称MRVL年初至今涨186.3%，远期市销率15.45倍，高于行业9.41倍。

作者观点与证据

作者支持公司多产品线错峰增长的叙事，并指出2027、2028财年盈利预测近30日上调。业务目标来自MRVL管理层，盈利预测来自Zacks共识；高估值、博通和AMD竞争及产品量产风险限制了结论强度。

与相关标的的关系

MRVL为直接标的。AVGO（博通）和AMD（超威半导体）在定制芯片与AI基础设施领域竞争，800G、1.6T、NPO（近封装光学）和CPO（共封装光学）的客户采用速度决定MRVL增长路径。

时效性与限制

文章发布于美东时间07/10 11:02（UTC+8 07/10 23:02）。内容主要重述公司目标及卖方共识，未给出五家云客户、订单金额、量产时间或独立需求验证。

后续跟踪

• 数据中心、DCI和交换业务季度收入。
• 1.6T、NPO与CPO产品设计导入及量产。
• 定制芯片收入、毛利率与客户集中度。

英文原文

Can MRVL

Can MRVL's AI-Infrastructure Engines Deliver Its Promised Growth?

Subham Roy

Fri, July 10, 2026 at 11:02 PM GMT+8 3 min read

• MRVL -3.07%

• AMD +2.04%

• AVGO -0.28%

Marvell Technology MRVL has laid out an ambitious growth trajectory, with revenues expected to increase approximately 40% year over year in fiscal 2027 and another 45% in fiscal 2028 to roughly $16.5 billion. MRVL expects its data center business to remain the primary growth driver, with revenues projected to rise approximately 50% in fiscal 2027 and accelerate to about 55% growth in fiscal 2028.

Rather than relying on a single product cycle, Marvell Technology is participating across five AI infrastructure growth engines: scale-out optics, scale-across data center interconnect (DCI), scale-up optics, Ethernet switching and custom silicon. Scale-out optics remains a key near-term driver as expanding AI clusters increase demand for high-speed connectivity.

Marvell Technology is benefiting from strong 800G PAM4 demand, while the transition to 1.6T is ramping rapidly. Meanwhile, scale-across networks, which connect AI clusters across separate data centers, could create another major opportunity as power and space constraints limit cluster expansion at single locations. MRVL already supplies DCI solutions to all five major U.S. hyperscalers and expects the business to reach a $1 billion annualized revenue rate in fiscal 2028, roughly double fiscal 2026 levels.

Scale-up optics could become another meaningful fiscal 2028 contributor. MRVL is developing NPO and CPO solutions, while Celestial AI's technology has already been selected by a Tier-1 hyperscaler. The company expects fiscal 2028 scale-up optics revenues to more than double its prior outlook of approximately $150 million. Ethernet switching is also scaling rapidly. MRVL expects scale-out switching revenues to exceed $600 million in fiscal 2027 and track toward a $1 billion annualized rate in fiscal 2028.

Custom silicon could provide the largest fiscal 2028 step-up. After reaching approximately $1.5 billion in revenues, the business is expected to grow more than 20% in fiscal 2027 and more than double in fiscal 2028. These businesses are not expected to peak simultaneously. With near-term momentum from optics and switching and additional contributions expected from DCI, scale-up connectivity and custom silicon, MRVL's diversified AI infrastructure portfolio provides a credible foundation for its fiscal 2028 growth target.

How Competitors Fare Against MRVL Stock

MRVL faces stiff competition in the AI networking and custom silicon space from Broadcom AVGO and Advanced Micro Devices AMD.

Broadcom is a leader in the domain of custom silicon solutions for data centers. Broadcom's advanced 3.5D XDSiP packaging platform is critical to ensure the performance and efficiency of custom AI XPUs.

Story Continues

Advanced Micro Devices is another established player in the custom silicon solutions and AI accelerator market. Advanced Micro Devices offers semi-custom SoCs and Instinct Accelerators to power data centers.

MRVL's Price Performance, Valuation and Estimates

Shares of Marvell Technology have gained 186.3% year to date compared with the Zacks Electronics - Semiconductors industry's growth of 51.1%.

MRVL YTD Performance Chart

Zacks Investment Research

Image Source: Zacks Investment Research

From a valuation standpoint, Marvell Technology trades at a forward price-to-sales ratio of 15.45X, lower than the industry's average of 9.41X.

MRVL Forward 12-Month (P/S) Valuation Chart

Zacks Investment Research

Image Source: Zacks Investment Research

The Zacks Consensus Estimate for MRVL's fiscal 2027 and 2028 earnings implies year-over-year growth of 41% and 44%, respectively. Estimates for fiscal 2027 and 2028 have been revised upward in the past 30 days.

Zacks Investment Research

Image Source: Zacks Investment Research

Marvell Technology currently carries a Zacks Rank #3 (Hold). You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here .

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Marvell Technology, Inc. (MRVL) : Free Stock Analysis Report

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This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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博通估值隐含二成增速

重要性3/5 中

对MRVL竞争环境有参考价值，量化敏感性清晰，但模型输入主观且未涉及MRVL经营事实。

标签

标的：`MRVL`来源：Trefis发布日期：2026-07-10重要性：3/5 中评级理由：对MRVL竞争环境有参考价值，量化敏感性清晰，但模型输入主观且未涉及MRVL经营事实。评级依据：博通与MRVL业务重叠, 包含估值敏感性数字, 假设驱动而非公司披露原文字数：948

中文摘要

核心结论

Trefis用假设反推博通现有估值：若五年后市盈率回落至25.2倍、净利率为34%，公司营收需由755亿美元升至2236亿美元，对应24%的复合年增长率。文章认为该要求低于当前增速，却高度依赖客户集中和合同执行。

重要性评级

评级：3/5（中）

博通是MRVL在AI网络和定制芯片领域的重要参照；反推结果完全依赖模型假设，不能视为公司指引。

关键事实

• 文中列示博通市值1.9万亿美元、过去十二个月市盈率64.9倍、营收增长32%、净利率39%。
• 模型设定五年消化估值、市盈率降至25.2倍、稳态净利率34%。
• 据此推得目标净利润756亿美元、目标营收2236亿美元，较当前755亿美元对应24%复合年增长率。
• 若消化期缩为三年，所需增速升至44%；净利率降至28%，所需增速为29%；七年消化期则为16.8%。

作者观点与证据

作者将AI定制加速器和网络芯片的超大规模客户需求视为增长基础，同时指出产品结构会压缩毛利率、客户会分散供应来源。历史财务数字可核验，25.2倍终值、34%利润率与五年期限均为模型输入。

与相关标的的关系

AVGO与MRVL在AI互连及定制芯片市场交叉竞争。文章反映市场对博通增长持续性的隐含要求，未提供MRVL份额、客户或财务数据。

时效性与限制

文章发布于美东时间07/10 10:59（UTC+8 07/10 22:59）。Trefis模型采用主观估值参数，且文末推广其组合产品，适合用作敏感性分析而非独立估值结论。

后续跟踪

• 博通AI业务增长、毛利率与客户集中度。
• 超大规模客户的定制芯片合同执行。
• 市盈率、利润率和增长期限变化对隐含营收要求的敏感性。

英文原文

What Is The Market Really Expecting From AVGO Stock?

What Is The Market Really Expecting From AVGO Stock?

Trefis Team

Fri, July 10, 2026 at 10:59 PM GMT+8 5 min read

• AVGO

• GOOGL

• NVDA

• QCOM

• BX

Photo by deeznutz1 on Pixabay This is a hyper-growth chapter for Broadcom (AVGO) , fueled by what management calls insatiable demand for AI infrastructure. The company's core engine is supplying custom accelerators and networking silicon to a handful of hyperscale customers, including Alphabet (GOOG) .

This explosive growth, however, is creating pressure on gross margins as the product mix shifts toward custom silicon. In response, leadership is creating a new AI platform with investors like Apollo and Blackstone to help fund customer deployments.

Is the market pricing in that story reasonably at 64.9x trailing earnings? One clean way to test it is to compute the revenue growth implied by AVGO's current multiple and see whether the number lines up with how the business actually runs. Before we can get to that number, though, a few assumptions have to be locked in.

The Three Conditions

For AVGO's stock price to make sense, three things have to play out. These are not predictions. They are what today's price is implicitly requiring:

• Condition 1. The market gives the business 5 years to grow into the multiple. The multiple's premium implies a meaningful runway before normalization. A shorter window makes the math steeper; a longer one softens it.

• Condition 2. The multiple itself eventually settles at 25.2x , where mature, leading-edge semiconductor businesses typically clear, blended with the company's 3-year average, capped at 30x since its trailing history sits well above mature levels. A higher endpoint means today's price needs less growth; a lower one needs more.

• Condition 3. Margins land near 34% through the steady-state phase, anchored on the company's own track record, which already runs at or above what mature peers earn. If margins slip back below that, the revenue side has more work to do.

Before going further, here is the current state of AVGO's business. These numbers are the anchor those three assumptions sit on top of:

AVGO

Sector

Information Technology

Industry

Semiconductors

P/E Ratio

64.9

P/E Ratio 3Y Avg

71.0

LTM Revenue Growth

32%

3Y Avg Revenue Growth

29%

LTM Net Margin

39%

3Y Peak Net Margin

39%

3Y Avg Net Margin

28%

LTM refers to last twelve months.

Growth Implied By AVGO's Stock Price

Hold to those three conditions, and the math leaves no room for guessing. AVGO's $1.9T market cap divided by 25.2x (Condition 2) implies $75.6B of net income at maturity. At a 34% margin (Condition 3), that requires $223.6B of revenue, up from $75.5B today. Compounded over 5 years (Condition 1), that is a required revenue CAGR of 24% .

Story Continues

Against AVGO's current 32% pace and 29% 3-year average, that is below the current pace, meaning the multiple has already discounted a slowdown. More useful than arguing with the headline number is asking how it moves if any of those three assumptions changes. That is what the next section does.

What If The Conditions Change?

The lever that does most of the work here is Condition 1 shortened . If the market gives the business only 3 years instead of 5, the end-state revenue has to arrive sooner, and the required CAGR rises to 44% . That swing alone is 19.4% on the required CAGR. That is more than either of the other two conditions moves it.

The other two conditions move the answer by less. If margins slip back from 34% toward the 3-year average of 28%, the same market cap requires a larger revenue base, and the required CAGR climbs to 29% . If the market gives the business 7 years instead of 5, the same revenue base arrives more gradually, and the required CAGR eases to 16.8% .

Can AVGO Execute This?

Future growth is anchored by specific, contractual commitments to deploy gigawatt-scale compute for partners like OpenAI and Anthropic. This AI momentum is complemented by a non-AI semiconductor business now showing clear signs of a cyclical recovery.

The company's execution is tied to a small number of core customers. Management openly accepts that its key partners, like Google, will eventually build a diversity of sources for their AI compute needs.

The multiple is demanding less than the business is currently delivering; the risks above are what would push performance below the line.

Success now depends on flawlessly executing massive AI contracts for a few strategic partners who will not remain exclusive forever.

For a different read on AVGO, see our recent piece, The Line In The Sand For AVGO Stock .

Should You Invest In Broadcom?

Reverse-engineering the growth baked into today's high multiples reveals a thin margin for error. A single-stock thesis at these valuations is inherently fragile. As historical volatility shows, relying on the priced-for-perfection math of one position ignores the structural risk that high-multiple names face during broader market inflections. The solution is a rule-based portfolio approach.

If it is exposure to semiconductors as a whole you want rather than this one name, a semiconductor ETF like SOXQ covers that single sector. Going broader than any one sector, to a quality-first mix across the whole market, is where the portfolio below comes in.

The Trefis High Quality (HQ) Portfolio combines analytical rigor with a forward-looking view across 30 stocks, with a consistent selection framework and sizing/re-balancing discipline designed to deliver upside without the single-name risk you just read through here.

By selecting 30 high-conviction stocks, the HQ strategy has historically outpaced a benchmark that combines the three major indices - the S&P 500, S&P Mid-cap, and Russell 2000.

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亚马逊提价映射Nebius定价

重要性3/5 中

直接涉及NBIS的云算力定价定位，但证据主要来自分析师转述。

标签

标的：`NBIS`来源：Insider Monkey发布日期：2026-07-10重要性：3/5 中评级理由：直接涉及NBIS的云算力定价定位，但证据主要来自分析师转述。评级依据：标的直接关联, 行业价格线索, 分析师观点, 缺少原始定价数据原文字数：381

中文摘要

核心结论

文章转述法国巴黎银行分析师观点：亚马逊GPU（图形处理器）预留服务据称提价20%，可能使寻求较低成本方案的企业转向Nebius（NBIS，人工智能云基础设施公司），从而支持其定价环境。该逻辑是分析师推断，文章未提供亚马逊官方价格表、客户迁移数据或Nebius实际订单。

重要性评级

评级：3/5（中）

NBIS是直接相关标的，文章涉及云算力价格与竞争定位；但来源为二次转述，NBIS年内已大涨超过345%，估值和执行风险同样突出。

关键事实

• 法国巴黎银行分析师Stefan Slowinski于07/02给予NBIS中性评级。
• 文中称NBIS年内已上涨超过345%。
• 分析师称亚马逊近期将GPU预留服务价格上调20%，有利于提供较低成本选择的新型云服务商。
• 他援引SPCX与谷歌、Anthropic的人工智能基础设施交易，作为算力需求仍强的旁证。
• Nebius提供大规模GPU集群、云服务和开发者工具，并强调支持经微调的开源模型。

作者观点与证据

作者将亚马逊价格变化视为NBIS的潜在催化因素，核心证据是分析师引语和对市场需求的判断。分析师评级仍为中性，说明文章同时承认股价已大幅上涨；亚马逊提价和SPCX交易均未在文中附上原始公告。

与相关标的的关系

• NBIS：较低成本人工智能云和开源模型部署是文章描述的竞争定位。
• AMZN：其GPU预留服务的价格变化被视为行业定价参照。
• GOOG、META、SPCX：作为云计算竞争或算力需求背景出现，未提供对其财务影响的测算。

时效性与限制

发布于美东时间 07/10 09:54（UTC+8 07/10 21:54）。适合追踪云算力定价叙事；文中没有亚马逊价格生效日期、具体服务规格、Nebius客户合同或独立需求数据。

后续跟踪

• 亚马逊GPU预留服务的官方价目和适用范围。
• NBIS订单、价格、利用率和毛利率披露。
• 企业是否因价格转向新型云服务商的客户证据。
• 开源模型部署对云服务单位经济性的影响。

英文原文

Here’s Why Analysts Think Nebius (NBIS) Could Benefit From Amazon’s GPU Price Increase

Here’s Why Analysts Think Nebius (NBIS) Could Benefit From Amazon’s GPU Price Increase

Jabran Kundi

Fri, July 10, 2026 at 9:54 PM GMT+8 2 min read

• NBIS +1.60%

Nebius Group NV (NASDAQ: NBIS ) is one of the 10 Best AI Stocks to Watch in July . On July 2, Nebius Group NV (NASDAQ:NBIS) received some analyst attention on Wall Street as a result of Meta's entry into the cloud computing business. Stefan Slowinski of BNP Paribas has a Neutral rating on the stock, partly because Nebius' stock has already risen over 345% this year so far.

Nebius Group NV (NASDAQ:NBIS) is one of the 10 Best AI Stocks to Watch in July While he thinks the stock has run its course, the company's business is expected to stay strong. He believes the company's pricing power will remain intact and cited SpaceX's recent deals with Google and Anthropic as evidence that the demand for compute continues to stay strong. In his note to investors, Slowinski said:

"Near term, we continue to find the pricing environment supportive, evidenced in part by SpaceX's recent AI infrastructure deals with Anthropic and Google."

On the subject of strong demand, the analyst also pointed out that Amazon's recent 20% price increase for GPU reservation service would benefit NeoClouds like Nebius. Enterprises continue to look for cheaper alternatives, and Nebius provides exactly that through its open-source models. This factor, he believes, could be the catalyst for NBIS' next rally, if that materializes:

"In this regard, Nebius screens relatively well as its AI cloud stack appears better positioned to support fine-tuned open-source models for enterprise customers seeking cheaper alternatives to frontier models."

Nebius Group NV (NASDAQ:NBIS) is a technology company that provides infrastructure and services to AI builders worldwide. It offers Nebius AI, an AI-centric cloud platform that provides full-stack infrastructure, including large-scale GPU clusters, cloud services, and developer tools.

While we acknowledge the potential of NBIS as an investment, we believe certain AI stocks offer greater upside potential and carry less downside risk. If you're looking for an extremely undervalued AI stock that also stands to benefit significantly from Trump-era tariffs and the onshoring trend, see our free report on the best short-term AI stock .

Disclosure: None. Follow Insider Monkey on Google News .

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盘前地缘风险下指数分化

重要性1/5 低

文章受订阅墙限制，缺少SOXX的可验证事实和完整正文。

标签

标的：`SOXX`来源：MT Newswires发布日期：2026-07-10重要性：1/5 低评级理由：文章受订阅墙限制，缺少SOXX的可验证事实和完整正文。评级依据：标的关联较弱, 证据缺失, 时效性, 来源可得性限制原文字数：97

中文摘要

核心结论

MT Newswires的付费文章仅显示标题、发布时间及少量盘前交易片段，指向美伊紧张局势和财报季前的交易所交易基金及股指期货分化。由于正文受订阅墙限制，无法确认SOXX当时的完整表现、驱动因素或具体市场结论。

重要性评级

评级：1/5（低）。SOXX列在相关标的中，但可读取内容只有标题和极少价格片段，缺乏可验证的市场叙述与SOXX专属事实。

关键事实

• 文章主题为美伊紧张局势再起及第二季度财报季前的盘前市场表现。
• 发布时间为美东时间07/10 09:07（UTC+8 07/10 21:07）。
• 可见正文仅称SPDR标普500交易所交易基金盘前上涨0.03%，后续内容被截断。
• SOXX被列为相关标的之一。
• 原文标注为付费内容，要求订阅后阅读全文。

作者观点与证据

可见内容不足以识别作者对市场方向的完整判断。标题中的“分化”不能替代SOXX、期货、油价或地缘事件的具体数据与因果证据。

与相关标的的关系

SOXX仅出现在相关标的列表，原文可读取部分没有给出其涨跌、成交、成分股驱动或与地缘风险的直接关系。

时效性与限制

发表于美东时间07/10 09:07（UTC+8 07/10 21:07）。时间较新，但订阅墙使信息不完整，不能作为当日日报的市场事实来源。

后续跟踪

• 完整原文或可公开核验的市场快讯。
• SOXX当日开盘、收盘及成交数据。
• 美伊局势的官方信息与能源市场反应。
• 第二季度财报指引对半导体板块的影响。

英文原文

Exchange-Traded Funds, Equity Futures Mixed Pre-Bell Friday Amid Renewed US-Iran Tensions Ahead of Q2 Earnings Season

PREMIUM

Exchange-Traded Funds, Equity Futures Mixed Pre-Bell Friday Amid Renewed US-Iran Tensions Ahead of Q2 Earnings Season

MT Newswires

Fri, July 10, 2026 at 9:07 PM GMT+8 4 min read

• BTC-USD

+0.34%

• QQQ

+0.32%

• FAS

+0.72%

• FAZ

-0.62%

• SPY

+0.43%

The broad market exchange-traded fund SPDR S&P 500 ETF Trust (SPY) was up 0.03%, and the actively tr

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台积电财报前的先进制程叙事

重要性3/5 中

财报临近且先进制程竞争格局涉及GFS，但文章强推荐色彩明显，GFS传导主要为间接比较。

标签

标的：`GFS`来源：24/7 Wall St.发布日期：2026-07-10重要性：3/5 中评级理由：财报临近且先进制程竞争格局涉及GFS，但文章强推荐色彩明显，GFS传导主要为间接比较。评级依据：台积电财报时间敏感, GFS与先进制程定位直接对照, 预测市场与作者立场占比较高原文字数：687

中文摘要

核心结论

文章在台积电07/16财报前强调其月度营收、先进制程、自由现金流和资本开支优势，并将GFS定位为不覆盖先进AI加速器制程的差异化代工厂。文中包含明确推荐立场和预测市场概率，需与公司披露区分。

重要性评级

评级：3/5（中）

台积电财报临近，先进制程竞争格局与GFS直接相关；文章预测性很强，且多数结论来自作者与市场预期。

关键事实

• 台积电5月合并营收4169.8亿新台币，同比增长30.1%；2026年1至5月累计营收1.96万亿新台币，同比增长30%。
• 管理层第二季度营收指引为390亿至402亿美元，中点同比增32%，毛利率指引65.5%至67.5%。
• 文中称预测市场给出台积电第二季度超预期概率94.5%，营收高于390亿美元概率84%。
• 2025年第四季度自由现金流3686亿新台币，同比增长42.73%；2026年资本开支计划520亿至560亿美元。
• 作者称GFS制程止于12纳米以上，台积电已于2025年第四季度进入2纳米量产。

作者观点与证据

作者主张台积电领先制程、客户需求和现金流支持其财报前吸引力。月度营收和公司指引可核验；预测市场概率、目标价514.04美元及“领先优势”定性包含预期与作者立场。

与相关标的的关系

GFS为直接相关标的，但文章将其放在成熟制程与专用工艺定位下，与台积电先进AI加速器代工比较。该差异说明市场分工，未反映GFS具体客户订单或盈利影响。

时效性与限制

文章发布于美东时间07/10 08:30（UTC+8 07/10 20:30），财报日期为07/16。24/7 Wall St.带有强烈推荐措辞和推广内容，结论应以台积电正式财报为准。

后续跟踪

• 台积电07/16财报及第三季度指引。
• 2纳米良率、资本开支与先进封装产能。
• GFS成熟制程客户需求、价格与补贴进度。

英文原文

Taiwan Semiconductor Is a No-Brainer Buy Before July 16 Earnings. Here’s Why

Taiwan Semiconductor Is a No-Brainer Buy Before July 16 Earnings. Here’s Why

Joel South

Fri, July 10, 2026 at 8:30 PM GMT+8 3 min read

• 2330.TW

-2.03%

• GFS

-1.06%

• NVDA

+4.03%

• TSM

-0.65%

• INTC

-2.40%

Quick Read

• Prediction markets give TSM a 94.5% chance of beating Q2 consensus, with 17 Wall Street buy ratings, zero sells, and a base-case price target implying 16% upside.

• TSM already runs 2nm high-volume production while Intel Foundry posts operating losses and GlobalFoundries cannot compete above 12nm for AI accelerators.

• TSM's Q4 free cash flow surged 43% year-over-year, funding a $54 billion 2026 capex plan while Q1 gross margins expanded 390 basis points sequentially.

• Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Taiwan Semiconductor Manufacturing didn't make the cut. Grab the names FREE today .

Taiwan Semiconductor Manufacturing ( NYSE:TSM ) presents one of the cleanest large-cap setups heading into next Thursday's earnings report, and the setup gives retirement-focused investors a rare combination of visible earnings momentum, guided margin expansion and a valuation the growth rate already outruns.

24/7 Wall St

The Setup Into July 16

Monthly filings have already de-risked the earnings report. May 2026 consolidated revenue hit NT$416.98 billion, up 30.1% year-over-year, with Jan-May cumulative revenue of NT$1.96 trillion, up 30.0%. Management guided Q2 2026 revenue to $39.0 to $40.2 billion (32% YoY at midpoint) with gross margin at 65.5% to 67.5%. Polymarket traders assign a 94.5% probability that TSM beats consensus, and an 84% probability of Q2 revenue above $39 billion.

Valuation the Growth Rate Outruns

TSM trades at a 37x P/E against a forward EPS of $14.49, while the business runs 30%+ revenue growth and a Q1 gross margin of 66.2%. CEO C.C. Wei has guided full-year 2026 growth "above 30%" in USD, and the AI accelerator CAGR through 2029 is tracking in the higher 50s. The 247 base case sits at $514.04, or 15.81% upside, with the bull case at $536.23. Wall Street backs it up: 17 buy ratings against 2 holds and zero sells.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Taiwan Semiconductor Manufacturing didn't make the cut. Grab the names FREE today .

The Cash Machine Funds Itself

TSM Analyst Ratings — 24/7 Wall St. Q4 2025 free cash flow of NT$368.6 billion, +42.73% YoY, comfortably funds the aggressive $52 to $56 billion 2026 capex plan while margins keep expanding. Q4 gross margin of 62.3% blew past the 59% to 61% guide, and Q1 delivered a 390 bps sequential jump. TSM lifted the quarterly dividend to NT$6.00 for Q3 2025, with management reiterating a "sustainable and steadily increasing cash dividend per share" policy. For retirement investors reviewing income durability, our dividend ladder research pairs naturally with TSM's cash generation profile.

Story Continues

Head to Head: TSM Owns the Leading Edge

TSM Price Scenario — 24/7 Wall St. The obvious foundry alternative is Intel ( NASDAQ:INTC ) . TSM entered 2-nanometer high-volume manufacturing in Q4 2025 with good yield, running 74% of Q1 2026 wafer revenue on 7nm and below (36% from N5, 25% from N3). Intel Foundry lacks an external leading-edge customer base at anything close to that scale, and the segment continues to post operating losses.

GlobalFoundries ( NASDAQ:GFS ) tops out above 12nm, ceding the entire AI accelerator opportunity by design. HPC drove 61% of Q1 2026 revenue, up 20% sequentially. Wei's own words on the moat: "It takes 2 to 3 years to build a new fab. And it takes another 1 to 2 years to ramp it up."

TSM has already gained nearly 37% year to date, and the setup into Thursday says the run continues. The setup argues for accumulation ahead of the July 16 open.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Taiwan Semiconductor Manufacturing didn't make the cut. Grab the names FREE today .

Contact editorial@247wallst.com for any questions or corrections.

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业绩优选清单缺少有效正文

重要性1/5 低

归档正文严重缺失，无法从标题推导VRT相关结论。

标签

标的：`VRT`来源：Investor's Business Daily发布日期：2026-07-10重要性：1/5 低评级理由：归档正文严重缺失，无法从标题推导VRT相关结论。评级依据：直接标的相关性未证实, 原文完整性不足, 证据强度低原文字数：88

中文摘要

核心结论

文章归档仅保留一段关于Comfort Systems的提示，标题称其列举7只盈利增长受分析师青睐的股票，但没有完整名单、筛选方法或关于VRT的正文。现有内容不足以支持对VRT或其他标的作实质判断。

重要性评级

评级：1/5（低）

VRT虽为输入标的和关联代码之一，但归档正文缺失，无法核验文章是否实际评价VRT及其证据。

关键事实

• 发布：美东时间 07/10 08:00（UTC+8 07/10 20:00）。
• 标题提到7只盈利增长获分析师青睐的股票，以及Citibank临近业绩。
• 可见正文仅称Comfort Systems的每股收益评级为99，为其暖通空调行业组最高。
• 归档内容没有提供7只股票名单、财务数据、分析师目标、Citibank业绩预期或VRT相关段落。
• 输入关联代码包括APH、FIX、GOOG、LLY和VRT，但可见正文未建立这些公司的事实联系。

作者观点与证据

原文可见部分没有足够篇幅呈现作者立场或论据。标题和单一评级提示不能替代完整文章，也不能证明任何公司的盈利趋势或估值结论。

与相关标的的关系

VRT被列为输入标的，但归档正文未提及Vertiv（维谛技术）的业务、业绩或分析师观点；与VRT的关系无法确认。

时效性与限制

发布于美东时间 07/10 08:00（UTC+8 07/10 20:00）。主要限制是原文仅560个字符并显示“继续阅读”，信息不完整，适合标记为待补档材料。

后续跟踪

• 获取完整原文以确认7只股票名单和VRT是否入选。
• 核验每股收益评级的计算口径与截至日期。
• 核验标题中Citibank业绩事项的实际内容。

英文原文

These 7 Stocks Are Analyst Favorites For Magnificent Earnings Growth; Citibank Earnings Approach

These 7 Stocks Are Analyst Favorites For Magnificent Earnings Growth; Citibank Earnings Approach

These 7 Stocks Are Analyst Favorites For Magnificent Earnings Growth; Citibank Earnings Approach · Investor's Business Daily

JUAN CARLOS ARANCIBIA

Fri, July 10, 2026 at 8:00 PM GMT+8 9 min read

• APH

-1.96%

• GOOGL

-0.48%

• LLY

-2.33%

• GOOG

-0.34%

• FIX

-1.42%

Among the best stocks in earnings performance, Comfort Systems has a pristine 99 EPS Rating, the highest in IBD's air conditioning and heating products industry group.

Continue Reading

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纳指前期AI赢家出现轮动

重要性4/5 中高

直接覆盖NBIS及人工智能硬件链的近期相对表现，数据密度较高。

标签

标的：`NBIS`来源：Yahoo Finance发布日期：2026-07-10重要性：4/5 中高评级理由：直接覆盖NBIS及人工智能硬件链的近期相对表现，数据密度较高。评级依据：发布时间及时, 标的直接关联, 市场结构数据, 方法细节有限原文字数：450

中文摘要

核心结论

雅虎财经数据显示，3月30日至6月25日期间表现最好的10只纳斯达克100成分股，收益率中位数超过200%，此后该组回落约12%；同期纳斯达克100指数仍保持韧性。文章把现象描述为人工智能硬件、存储和内存领涨股退潮后的内部轮动，尚未证明成长股整体转弱。

重要性评级

评级：4/5（中高）

该文由雅虎财经基于AlphaSpace数据分析，提供明确区间和成分股名单，NBIS直接在其中；其结论仍属于市场结构观察，未附完整数据序列。

关键事实

• 3月30日至6月25日，10只表现最佳的现任纳斯达克100成分股收益率中位数超过200%。
• 自6月25日以来，这一组股票累计下跌约12%。
• 该组包括SNDK、ALAB、MU、INTC、MRVL、STX、NBIS、AMD、WDC和ARM，集中于人工智能硬件、内存与存储。
• ALAB和NBIS在6月22日生效的指数调整中被纳入纳斯达克100。
• 自6月25日以来，纳斯达克100成分股收益率中位数仍上涨约2%，此前10只最弱股上涨约8%。
• 费城半导体指数（SOX）守住关键支撑位，较本周二低点上涨近10%。

作者观点与证据

作者认为这是指数内部领涨榜单切换，而不是全市场抛弃成长股；证据包括两组股票的相对表现、苹果和英伟达的相对强势及SOX反弹。支撑位和“更健康的暂停”属于市场技术判断，原文未给出计算方法和完整样本表。

与相关标的的关系

• NBIS：列入前期强势股组，且于6月22日进入纳斯达克100，文章直接提示其所在主题的短期相对落后。
• AMD、ARM、STX、WDC：同属人工智能硬件、存储和算力链条的轮动观察对象。

时效性与限制

发布于美东时间 07/10 06:00（UTC+8 07/10 18:00），更新于07/10，适合用于当日科技板块内部轮动判断。数据来自雅虎财经对AlphaSpace的分析，未披露全部成分、复权口径和“关键支撑位”的具体数值。

后续跟踪

• 前期强势组相对纳斯达克100的后续表现。
• NBIS、AMD和存储股的成交量及盈利预期变化。
• SOX关键支撑位是否持续有效。
• 纳斯达克100行业收益扩散范围。

英文原文

Nasdaq

Nasdaq's hottest winners just fell behind: Chart of the Day

Jared Blikre

Updated Fri, July 10, 2026 at 9:06 PM GMT+8 2 min read

• ALAB

-1.07%

• ^NDX

+0.33%

• NBIS

+1.60%

• AMD

+2.04%

• SNDK

+3.10%

The Nasdaq-100 ( ^NDX ) is holding up. Its old leaders are struggling.

The 10 best-performing current Nasdaq-100 members from March 30 to June 25 surged more than 200% on a median basis, according to a Yahoo Finance analysis of AlphaSpace data. Since then, that same group is down about 12%.

The group includes Sandisk ( SNDK ), Astera Labs ( ALAB ), Micron ( MU ), Intel ( INTC ), Marvell ( MRVL ), Seagate ( STX ), Nebius ( NBIS ), AMD ( AMD ), Western Digital ( WDC ), and Arm ( ARM ). Astera and Nebius were both added to the index in the June rebalance, which took effect June 22.

Yahoo Finance analysis of AlphaSpace data That is a sharp leaderboard flip inside an index that has mostly moved sideways since early June.

The spring winners were easy to spot: AI hardware, memory, storage, and anything tied to the next bottleneck.

Now that group has lost the lead.

That does not mean investors are dumping growth. The median Nasdaq-100 stock is still up about 2% since June 25, while the 10 weakest spring performers are up about 8%.

The "Magnificent Seven" have bounced back over that same stretch, helping offset the damage to the former AI hardware leaders.

Apple ( AAPL ) has been one of the clearest examples, catching a summer bid after lagging earlier in the rebound and coming within striking distance of its first record close since June 2. Nvidia ( NVDA ) has also held up better than the broader chip wreck, even as memory stocks have entered a bear market .

The shift fits with the broader rotation that has defined the market this week. The chip sell-off has been real, but the Nasdaq has not treated it like a full growth unwind. In fact, the PHLX Semiconductor Index ( ^SOX ) held its critical support line this week and is up nearly 10% from Tuesday's low.

That is the healthier version of a pause: Former leaders cool, the index holds, and buyers show up elsewhere.

If the new supports start losing ground too, the leaderboard flip becomes something bigger.

Jared Blikre is the global markets and data editor for Yahoo Finance. Follow him on X at @SPYJared or email him at jaredblikre@yahooinc.com .

Click here for in-depth analysis of the latest stock market news and events moving stock prices

Read the latest financial and business news from Yahoo Finance

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定制芯片热度短暂回落

重要性3/5 中高

盘前市场信息新鲜，但APLD关联为主题性而非公司事实。

标签

标的：`APLD`来源：Stocktwits发布日期：2026-07-10重要性：3/5 中高评级理由：盘前市场信息新鲜，但APLD关联为主题性而非公司事实。评级依据：时效性, 标的直接相关性, 市场价格事实, 来源与证据强度原文字数：513

中文摘要

核心结论

Meta（元宇宙平台公司）自研芯片计划曾带动设备链和APLD盘前情绪，但报道所述次日早盘动能已回落。该文将其归为高估值人工智能基础设施主题的短线波动，未提供APLD基本面变化证据。

重要性评级

评级：3/5（中高）。文章发布时间接近当日盘前，覆盖APLD及芯片设备板块；价格和散户情绪是即时市场描述，证据强度有限。

关键事实

• 美东时间07/10 05:25（UTC+8 07/10 17:25），Lam Research与KLA盘前各跌2.4%，APLD跌近1%。
• 三者此前一日分别上涨6%、3.8%和2.7%。
• 路透社据内部备忘录报道，Meta计划自9月开始生产代号Iris的人工智能芯片，目标是明年总算力达到14吉瓦。
• 花旗预计晶圆厂设备市场将由当前1,450亿美元增至2027年的2,000亿美元、2028年的2,500亿美元。
• 报道称LRCX、KLA和APLD年初至今均上涨逾90%；Stocktwits散户情绪对前两者为看空、对APLD为中性。

作者观点与证据

作者将回落解释为前一日利好后的动能消退，并把自研芯片视作设备需求的间接支撑。Meta计划来自路透社转述；散户情绪来自Stocktwits平台，不能替代订单、营收或公司指引。

与相关标的的关系

APLD被列为人工智能基础设施同涨跌标的，但其业务并非晶圆设备制造；LRCX和KLA对晶圆厂资本开支的关联更直接，Meta、博通和台积电构成自研芯片产业链背景。

时效性与限制

发表于美东时间07/10 05:25（UTC+8 07/10 17:25）。适合记录盘前风险偏好变化，价格快照已易过时，且文章未给出APLD订单或项目层面的新事实。

后续跟踪

• Meta Iris芯片量产计划与14吉瓦算力目标的正式披露。
• 晶圆厂设备订单和资本开支指引。
• APLD项目建设及租赁合同的独立进展。
• 相关标的成交量与后续市场反应。

英文原文

LRCX, APLD, KLAC: Why Chip Equipment Stocks Are Falling Premarket Today

LRCX, APLD, KLAC: Why Chip Equipment Stocks Are Falling Premarket Today

LRCX, APLD, KLAC: Why Chip Equipment Stocks Are Falling Premarket Today · Stocktwits

Yuvraj Malik

Fri, July 10, 2026 at 5:25 PM GMT+8 2 min read

• LRCX

-0.80%

• KLAC

+0.88%

• META

+5.97%

• APLD

-3.53%

• Lam Research and KLA Corp stocks declined 2.4% each, while Applied Digital shares fell nearly 1%.

• Citi estimates that the wafer fab market will grow from $145 billion currently to $200 billion in 2027 and $250 billion in 2028.

• Retail sentiment was 'bearish' for LRCX and KLA, and 'neutral' for APLD.

Shares of leading chip equipment makers pulled back in early premarket trading on Friday, giving back a portion of the previous session's gains after reports that Meta Platforms Inc. was accelerating its custom chip program sparked a rally that appears to have run its course.

Lam Research and KLA each declined 2.4%, while Applied Digital fell nearly 1% — retracing part of the 6%, 3.8%, and 2.7% gains they posted respectively on Thursday.

See what 10M+ investors are talking about. Get the Stocktwits Daily Rip for what retail is watching right now, free to your inbox

Reuters reported that Meta plans to begin manufacturing a new AI chip, codenamed "Iris," from September, as part of a broader plan to boost its total computing capacity to 14 gigawatts next year, according to an internal memo reviewed by the agency.

Investors initially read the news as a bullish signal for chip equipment makers — the companies that supply the wafer fabrication tools used to turn raw silicon into microchips — and piled into Lam Research, KLA, and Applied Materials. By Friday morning, however, that momentum had faded.

Citi estimates the wafer fab equipment market will grow from $145 billion today to $200 billion in 2027 and $250 billion in 2028, a second-order effect of the rapid expansion in chip production. Year-to-date, LRCX, KLA, and APLD have each risen more than 90%.

On Stocktwits, retail sentiment was 'bearish' for LRCX and KLA, and 'neutral' for APLD.

Hyperscales Targeting Custom Chips

Meta is designing custom chips in partnership with Broadcom, with production handled by Taiwan Semiconductor Manufacturing.

The forthcoming Iris chip is part of a four-generation project for Meta Training and Inference Accelerators (MTIA) that Meta will design in-house.

Major cloud players such as Alphabet and Amazon have pursued a similar strategy for years, using custom chips to lower costs and reduce their dependence on suppliers like Nvidia.

For updates and corrections, email newsroom[at]stocktwits[dot]com.

Yuvraj Malik has no position in any of the stocks mentioned in this article. StockTwits' news team content is for informational purposes only and is not intended as investment advice. For more, see our editorial policy . This article was originally published on StockTwits .

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打开原文

Vertiv盈利能力获正面评价

重要性2/5 中低

直接讨论VRT并含经营指标，但来源为选股文章，数据口径和估值论证有限。

标签

标的：`VRT`来源：StockStory发布日期：2026-07-10重要性：2/5 中低评级理由：直接讨论VRT并含经营指标，但来源为选股文章，数据口径和估值论证有限。评级依据：直接标的相关性, 事实密度, 来源质量限制原文字数：650

中文摘要

核心结论

StockStory将Vertiv（维谛技术，VRT）列为两只可长期持有的盈利公司之一，依据是近两年23.7%的平均内生收入增长、五年内22.4个百分点的自由现金流利润率提升和上升的资本回报率。文章同时给出46.5倍预期市盈率，未展开估值风险的量化比较。

重要性评级

评级：2/5（中低）

VRT为直接标的，文中给出若干经营指标；但内容属于选股营销文章，指标来源、期间定义和估值判断缺少原始披露支持。

关键事实

• 发布：美东时间 07/10 04:55（UTC+8 07/10 16:55）。
• 文中称VRT过去12个月按美国通用会计准则计算的营业利润率为18.3%。
• 作者列举近两年平均内生收入增长23.7%。
• 文章称VRT五年内自由现金流利润率提高22.4个百分点，资本回报率亦在提升。
• 文中所列股价为324.75美元，对应46.5倍预期市盈率。
• 对照案例First Advantage与Progressive的论述不构成VRT的直接同业比较。

作者观点与证据

作者明确把VRT归为具备长期持有价值的公司，理由集中于增长、现金流和资本回报。该结论是发布方的筛选意见；文章没有给出财报链接、自由现金流定义、预测盈利来源或前瞻市盈率的日期口径。

与相关标的的关系

VRT为直接评价对象。FA和PGR仅为同篇文章中的其他案例，与VRT没有被披露的业务或交易关系。

时效性与限制

发布于美东时间 07/10 04:55（UTC+8 07/10 16:55）。文章使用历史经营指标与当时价格，适合作为观点样本；营销导流内容较多，需以VRT正式财报和一致预期复核。

后续跟踪

• VRT后续季度收入、利润率和自由现金流的实际变化。
• 23.7%内生增长与22.4个百分点现金流改善的计算口径。
• 46.5倍预期市盈率对应的盈利预测调整。
• 数据中心基础设施订单与资本回报率的持续性。

英文原文

2 Profitable Stocks to Own for Decades and 1 That Underwhelm

2 Profitable Stocks to Own for Decades and 1 That Underwhelm

Adam Hejl

Fri, July 10, 2026 at 4:55 PM GMT+8 3 min read

• FA

+0.72%

• PGR

+0.52%

• VRT

-1.56%

2 Profitable Stocks to Own for Decades and 1 That Underwhelm Even if a company is profitable, it doesn't always mean it's a great investment. Some struggle to maintain growth, face looming threats, or fail to reinvest wisely, limiting their future potential.

Profits are valuable, but they're not everything. At StockStory, we help you identify the companies that have real staying power. Keeping that in mind, here are two profitable companies that generate reliable profits without sacrificing growth and one best left off your watchlist.

One Stock to Sell:

First Advantage (FA)

Trailing 12-Month GAAP Operating Margin: 9.9%

Processing over 200 million screens annually across more than 200 countries and territories, First Advantage (NASDAQ:FA) provides employment background screening, identity verification, and compliance solutions to help companies manage hiring risks.

Why Are We Hesitant About FA?

• Earnings per share lagged its peers over the last four years as they only grew by 1.6% annually

• Free cash flow margin shrank by 7.9 percentage points over the last five years, suggesting the company is consuming more capital to stay competitive

• Below-average returns on capital indicate management struggled to find compelling investment opportunities, and its shrinking returns suggest its past profit sources are losing steam

First Advantage is trading at $19.43 per share, or 15.6x forward P/E. Check out our free in-depth research report to learn more about why FA doesn't pass our bar .

Two Stocks to Buy:

Vertiv (VRT)

Trailing 12-Month GAAP Operating Margin: 18.3%

Formerly part of Emerson Electric, Vertiv (NYSE:VRT) manufactures and services infrastructure technology products for data centers and communication networks.

Why Is VRT a Good Business?

• Average organic revenue growth of 23.7% over the past two years demonstrates its ability to expand independently without relying on acquisitions

• Free cash flow margin expanded by 22.4 percentage points over the last five years, providing additional flexibility for investments and share buybacks/dividends

• Returns on capital are climbing as management makes more lucrative bets

Vertiv's stock price of $324.75 implies a valuation ratio of 46.5x forward P/E. Is now the right time to buy? Find out in our full research report, it's free .

Progressive (PGR)

Trailing 12-Month GAAP Operating Margin: 16.3%

Starting as a small auto insurance company in 1937 with a pioneering focus on high-risk drivers, Progressive (NYSE:PGR) is a major auto, property, and commercial insurance provider that offers policies through independent agents, online platforms, and over the phone.

Story Continues

Why Is PGR a Top Pick?

• Net premiums earned surged by 16.5% annually over the past two years, reflecting strong market share gains this cycle

• Incremental sales significantly boosted profitability as its annual earnings per share growth of 41.6% over the last two years outstripped its revenue performance

• ROE punches in at 23.6%, illustrating management's expertise in identifying profitable investments

At $229.76 per share, Progressive trades at 3.8x forward P/B. Is now the time to initiate a position? See for yourself in our comprehensive research report, it's free .

High-Quality Stocks for All Market Conditions

ONE MORE THING: Top 5 Growth Stocks. The biggest stock winners almost always had one thing in common before they ran. Revenue growing like crazy. Meta. CrowdStrike. Broadcom. Our AI flagged all three. They returned 315%, 314%, and 455%, respectively.

Find out which 5 stocks it's flagging this month — FREE. Get Our Top 5 Growth Stocks for Free HERE .

Stocks that made our list in 2020 include now familiar names such as Nvidia (+1,326% between June 2020 and June 2025) as well as under-the-radar businesses like the once-small-cap company Comfort Systems (+782% five-year return). Find your next big winner with StockStory today .

打开原文

数据中心管理软件市场十年预测

重要性2/5 中低

数据中心主题和厂商名单与VRT相关，但缺少公司级财务证据，且为商业报告营销摘要。

标签

标的：`VRT`来源：GlobeNewswire发布日期：2026-07-10重要性：2/5 中低评级理由：数据中心主题和厂商名单与VRT相关，但缺少公司级财务证据，且为商业报告营销摘要。评级依据：直接标的相关性, 行业事实, 来源质量限制, 长期预测属性原文字数：1902

中文摘要

核心结论

ResearchAndMarkets引用BIS Research预测，数据中心基础设施管理软件市场将由2025年的18.9亿美元增至2036年的97.6亿美元，复合年增长率约16%。Vertiv被列为主要厂商之一，但文章没有披露其市场份额、软件收入或预测方法细节。

重要性评级

评级：2/5（中低）

VRT被列入厂商名单，行业主题与数据中心直接相关；内容实为付费研究报告推介，长期预测的可验证性和公司映射有限。

关键事实

• 发布：美东时间 07/10 04:06（UTC+8 07/10 16:06）。
• 报告估计2025年市场规模为18.9亿美元，2026年为21.9亿美元，2036年为97.6亿美元。
• 报告给出的2026至2036年复合年增长率为16.0%，正文另称16.07%。
• 增长驱动包括数据中心扩张、云计算、AI工作负载及对电力、制冷和资产实时监控的需求。
• 约束因素包括初始部署成本高、旧系统集成复杂、数据安全和隐私问题。
• 报告列出Vertiv、施耐德电气、IBM、思科、慧与、ABB、华为、伊顿和西门子等厂商。

作者观点与证据

文章认为AI分析、物联网传感器、数字孪生和能效需求将推动市场增长。数字来自BIS Research商业报告摘要，未展示样本、市场边界、厂商份额或收入拆分；“主要厂商”名单不等同于受益程度排序。

与相关标的的关系

VRT被列为数据中心基础设施管理软件市场的主要参与者之一，主题与其电力和热管理业务相邻；原文没有说明VRT的软件产品收入、订单或市场份额。CSCO、HPE和IBM同为名单所列厂商。

时效性与限制

发布于美东时间 07/10 04:06（UTC+8 07/10 16:06）。这是付费市场研究报告的推广材料，预测期长达2036年，适合行业背景引用，不足以证明短期公司业绩。

后续跟踪

• 报告完整方法、市场定义与厂商份额。
• VRT软件、监控和能效产品的实际收入披露。
• 数据中心项目的部署成本和旧系统集成障碍。
• AI负载增长对电力与制冷管理软件采购的实际影响。

英文原文

Data Center Infrastructure Management (DCIM) Software Market Report Published; Profiles Schneider Electric, Vertiv, IBM, Cisco, HPE & 10 Others; Segments by Deployment, Solution, Data Center & Industry

This is a paid press release. Contact the press release distributor directly with any inquiries.

Data Center Infrastructure Management (DCIM) Software Market Report Published; Profiles Schneider Electric, Vertiv, IBM, Cisco, HPE & 10 Others; Segments by Deployment, Solution, Data Center & Industry

Research and Markets

Fri, July 10, 2026 at 4:06 PM GMT+8 13 min read

• SU.PA

-0.13%

• VRT

-1.56%

• IBM

-2.62%

• CSCO

+2.54%

• HPE

-1.16%

Company Logo The DCIM software market is poised for growth driven by booming data center expansion, cloud computing, AI adoption, and the need for real-time infrastructure management. Key opportunities include AI-enhanced optimization for energy efficiency, supporting scalable, hybrid IT architectures, and addressing sustainability mandates despite integration challenges and deployment costs.

Data Center Infrastructure Management (DCIM) Software Market

Data Center Infrastructure Management (DCIM) Software Market Dublin, July 10, 2026 (GLOBE NEWSWIRE) -- The "Data Center Infrastructure Management (DCIM) Software Market - A Global and Regional Analysis: Focus on Product, Application, and Country Analysis, 2026-2036" has been added to ResearchAndMarkets.com's offering.

The data center infrastructure management (DCIM) software market is projected to experience substantial growth, expanding from $1.89 billion in 2025 to $9.76 billion by 2036, driven by a CAGR of 16.07%. Catalysts for this expansion include the rapid growth of data center infrastructure, increased adoption of cloud computing and AI workloads, and heightened demand for real-time monitoring and optimization of power, cooling, and asset performance within complex environments.

Enhancements in DCIM platforms, powered by AI, machine learning, and IoT-enabled sensors, are facilitating predictive maintenance and data-driven decision-making. The influx of investments in hyperscale and colocation data centers, together with enterprise digital transformation efforts, significantly support the uptake of DCIM solutions in regions with robust digital infrastructure development.

Despite challenges like high initial implementation costs and integration complexities with legacy systems, the market remains dynamic. Established providers and vendors continue to enhance their offerings through innovation and strategic cloud-based deployment models. As data center operations grow more intricate and energy-intensive, the DCIM software market is expected to sustain growth, underpinned by the necessity for efficient, resilient, and sustainable infrastructure management solutions.

Introduction of the Data Center Infrastructure Management (DCIM) Software Market

The findings of the BIS Research underline the importance of DCIM platforms in contemporary digital infrastructure operations. These platforms are evolving into integrated control systems, delivering real-time visibility and predictive insights for data center assets encompassing power, cooling, and IT infrastructure. This development is crucial as organizations scale digital services and AI workloads across distributed facilities.

Story Continues

With advancements in AI, machine learning, and IoT-enabled monitoring, DCIM platforms optimize infrastructure performance in real time. The integration of digital twin technologies and energy management capabilities allows for enhanced capacity planning and improved energy efficiency. The growing complexity of hybrid IT architectures demands scalable and interoperable DCIM solutions adaptable to diverse operational needs.

Market Introduction

The DCIM software market becomes essential in modern data center operations, driven by the need for real-time operational visibility and efficient resource management. In response to the proliferation of cloud computing, edge deployments, and high-density computing workloads, DCIM platforms offer critical capabilities for infrastructure performance optimization. Rapid technological advancements enhance DCIM functionality, enabling precise capacity forecasting and predictive maintenance.

Amid escalating energy costs and sustainability goals, organizations accelerate investments in DCIM solutions to improve energy efficiency and ensure compliance with environmental standards. The market benefits from its applicability across various industries, emphasizing DCIM software as a vital component in future data center operations and digital infrastructure management.

Industrial Impact

The DCIM software market is significantly influencing the data center, IT infrastructure, and digital services sectors through advancements in real-time monitoring, automation, and data-driven intelligence. These platforms provide comprehensive visibility into power, cooling, and IT assets, optimizing performance and boosting operational efficiency across enterprise, colocation, and hyperscale environments.

The convergence of advanced analytics, AI, and IoT-enabled sensors increases demand for intelligent and scalable DCIM solutions. As organizations prioritize digital transformation and operational resilience, the DCIM software market is poised to play a pivotal role in efficient and data-driven infrastructure management.

Key Market Players and Competition Synopsis

Prominent companies in the DCIM software market include Schneider Electric, Vertiv Group Corp, IBM, Cisco Systems, Inc., Hewlett Packard Enterprise Development LP, ABB Ltd., Huawei Technologies Co., Ltd., Eaton Corporation plc, Siemens AG, and Johnson Controls International plc. These companies are noted for delivering scalable platforms and integrating advanced analytics to enable real-time operational visibility within modern data centers.

Key Attributes:

Report Attribute

Details

No. of Pages

169

Forecast Period

2026 - 2036

Estimated Market Value (USD) in 2026

$2.19 Billion

Forecasted Market Value (USD) by 2036

$9.76 Billion

Compound Annual Growth Rate

16.0%

Regions Covered

Global

Key Topics Covered:

Executive Summary

Scope and Definition

1 Market: Industry Outlook

1.1 Trends: Current and Future Impact Assessment

1.1.1 AI-Driven Analytics and Predictive Maintenance

1.1.2 IoT and Edge Integration

1.1.3 Digital Twin and Simulation

1.1.4 Sustainability and Energy Efficiency Innovations

1.2 Stakeholder Analysis

1.2.1 Use Cases

1.2.2 End User and Buying Criteria

1.3 Patent Analysis

1.3.1 Patent Filing Trend (by Country and Company)

1.4 Regulatory Landscape

1.5 Start-Up Landscape

1.6 Pricing Analysis

1.6.1 Licensing vs. Subscription Models

1.6.1.1 Licensing Model

1.6.1.2 Subscription Model

1.7 Supply Chain Analysis

1.7.1 Value Chain Analysis

1.8 Market Dynamics Overview

1.8.1 Market Drivers

1.8.1.1 Expansion of Data Centers and Digital Transformation

1.8.1.2 Emphasis on Operational Efficiency and Cost Reduction

1.8.1.3 Growing Focus on Sustainability and Compliance with Regulatory Standards

1.8.2 Market Restraints

1.8.2.1 High Initial Implementation Costs

1.8.2.2 Concerns over Security and Data Privacy

1.8.2.3 Challenges in Integrating with Legacy Systems

1.8.3 Market Opportunities

1.8.3.1 Growth of Cloud-Based DCIM Solutions

1.8.3.2 Advancements in AI-Driven Optimization and Predictive Maintenance

1.8.3.3 Integration with Renewable Energy Sources

2 Application

2.1 Application Summary

2.2 Data Center Infrastructure Management (DCIM) Software Market (by Data Center Type)

2.2.1 Hyperscale Data Center

2.2.2 Enterprise Data Center

2.2.3 Colocation Data Center

2.2.4 Others

2.3 Data Center Infrastructure Management (DCIM) Software Market (by End-Use Industry)

2.3.1 IT and Telecom

2.3.2 Banking, Financial Services, and Insurance (BFSI)

2.3.3 Government and Public Sector

2.3.4 Healthcare

2.3.5 Manufacturing

2.3.6 Retail

2.3.7 Others

3 Products

3.1 Product Summary

3.2 Data Center Infrastructure Management (DCIM) Software Market (by Deployment Model)

3.2.1 On-Premises Deployment

3.2.2 Cloud-Based Deployment (SaaS)

3.2.3 Hybrid Deployment

3.3 Data Center Infrastructure Management (DCIM) Software Market (by Solution Type)

3.3.1 Asset and Inventory Management

3.3.2 Capacity Planning and Modelling

3.3.3 Power Management

3.3.4 Cooling and Thermal Management

3.3.5 Environmental Monitoring

3.3.6 Others

4 Region

4.1 Regional Summary

4.2 North America

4.2.1 Regional Overview

4.2.2 Driving Factors for Market Growth

4.2.3 Factors Challenging the Market

4.2.4 Application

4.2.5 Product

4.2.6 North America (by Country)

4.2.6.1 U.S.

4.2.6.1.1 Market by Application

4.2.6.1.2 Market by Product

4.2.6.2 Canada

4.2.6.2.1 Market by Application

4.2.6.2.2 Market by Product

4.2.6.3 Mexico

4.2.6.3.1 Market by Application

4.2.6.3.2 Market by Product

4.3 Europe

4.3.1 Regional Overview

4.3.2 Driving Factors for Market Growth

4.3.3 Factors Challenging the Market

4.3.4 Application

4.3.5 Product

4.3.6 Europe (by Country)

4.3.6.1 Germany

4.3.6.1.1 Market by Application

4.3.6.1.2 Market by Product

4.3.6.2 France

4.3.6.2.1 Market by Application

4.3.6.2.2 Market by Product

4.3.6.3 Italy

4.3.6.3.1 Market by Application

4.3.6.3.2 Market by Product

4.3.6.4 Spain

4.3.6.4.1 Market by Application

4.3.6.4.2 Market by Product

4.3.6.5 U.K.

4.3.6.5.1 Market by Application

4.3.6.5.2 Market by Product

4.3.6.6 Netherlands

4.3.6.6.1 Market by Application

4.3.6.6.2 Market by Product

4.3.6.7 Rest-of-Europe

4.3.6.7.1 Market by Application

4.3.6.7.2 Market by Product

4.4 Asia-Pacific

4.4.1 Regional Overview

4.4.2 Driving Factors for Market Growth

4.4.3 Factors Challenging the Market

4.4.4 Application

4.4.5 Product

4.4.6 Asia-Pacific (by Country)

4.4.6.1 China

4.4.6.1.1 Market by Application

4.4.6.1.2 Market by Product

4.4.6.2 Japan

4.4.6.2.1 Market by Application

4.4.6.2.2 Market by Product

4.4.6.3 India

4.4.6.3.1 Market by Application

4.4.6.3.2 Market by Product

4.4.6.4 South Korea

4.4.6.4.1 Market by Application

4.4.6.4.2 Market by Product

4.4.6.5 Australia

4.4.6.5.1 Market by Application

4.4.6.5.2 Market by Product

4.4.6.6 Rest-of-Asia-Pacific

4.4.6.6.1 Market by Application

4.4.6.6.2 Market by Product

4.5 Rest-of-the-World

4.5.1 Regional Overview

4.5.2 Driving Factors for Market Growth

4.5.3 Factors Challenging the Market

4.5.4 Application

4.5.5 Product

4.5.6 Rest-of-the-World (by Region)

4.5.6.1 South America

4.5.6.1.1 Market by Application

4.5.6.1.2 Market by Product

4.5.6.2 Middle East and Africa

4.5.6.2.1 Market by Application

4.5.6.2.2 Market by Product

5 Markets - Competitive Benchmarking & Company Profiles

5.1 Next Frontiers

5.2 Geographic Assessment

5.2.1 Company Market Share

5.3 Company Profiles

5.3.1 Schneider Electric

5.3.1.1 Overview

5.3.1.2 Top Products/Product Portfolio

5.3.1.3 Top Competitors

5.3.1.4 Target Customers

5.3.1.5 Key Personnel

5.3.1.6 Analyst View

5.3.1.7 Market Share, 2025

5.3.2 Vertiv Group Corp

5.3.2.1 Overview

5.3.2.2 Top Products/Product Portfolio

5.3.2.3 Top Competitors

5.3.2.4 Target Customers

5.3.2.5 Key Personnel

5.3.2.6 Analyst View

5.3.2.7 Market Share, 2025

5.3.3 International Business Machines Corporation (IBM)

5.3.3.1 Overview

5.3.3.2 Top Products/Product Portfolio

5.3.3.3 Top Competitors

5.3.3.4 Target Customers

5.3.3.5 Key Personnel

5.3.3.6 Analyst View

5.3.3.7 Market Share, 2025

5.3.4 Cisco Systems, Inc.

5.3.4.1 Overview

5.3.4.2 Top Products/Product Portfolio

5.3.4.3 Top Competitors

5.3.4.4 Target Customers

5.3.4.5 Key Personnel

5.3.4.6 Analyst View

5.3.4.7 Market Share, 2025

5.3.5 Hewlett Packard Enterprise Development LP

5.3.5.1 Overview

5.3.5.2 Top Products/Product Portfolio

5.3.5.3 Top Competitors

5.3.5.4 Target Customers

5.3.5.5 Key Personnel

5.3.5.6 Analyst View

5.3.5.7 Market Share, 2025

5.3.6 ABB Ltd.

5.3.6.1 Overview

5.3.6.2 Top Products/Product Portfolio

5.3.6.3 Top Competitors

5.3.6.4 Target Customers

5.3.6.5 Key Personnel

5.3.6.6 Analyst View

5.3.6.7 Market Share, 2025

5.3.7 Huawei Technologies Co., Ltd.

5.3.7.1 Overview

5.3.7.2 Top Products/Product Portfolio

5.3.7.3 Top Competitors

5.3.7.4 Target Customers

5.3.7.5 Key Personnel

5.3.7.6 Analyst View

5.3.7.7 Market Share, 2025

5.3.8 Eaton Corporation plc

5.3.8.1 Overview

5.3.8.2 Top Products/Product Portfolio

5.3.8.3 Top Competitors

5.3.8.4 Target Customers

5.3.8.5 Key Personnel

5.3.8.6 Analyst View

5.3.8.7 Market Share, 2025

5.3.9 Siemens AG

5.3.9.1 Overview

5.3.9.2 Top Products/Product Portfolio

5.3.9.3 Top Competitors

5.3.9.4 Target Customers

5.3.9.5 Key Personnel

5.3.9.6 Analyst View

5.3.9.7 Market Share, 2025

5.3.10 Amphenol Corporation

5.3.10.1 Overview

5.3.10.2 Top Products/Product Portfolio

5.3.10.3 Top Competitors

5.3.10.4 Target Customers

5.3.10.5 Key Personnel

5.3.10.6 Analyst View

5.3.10.7 Market Share, 2025

5.3.11 Carrier Global Corporation

5.3.11.1 Overview

5.3.11.2 Top Products/Product Portfolio

5.3.11.3 Top Competitors

5.3.11.4 Target Customers

5.3.11.5 Key Personnel

5.3.11.6 Analyst View

5.3.11.7 Market Share, 2025

5.3.12 Honeywell International Inc.

5.3.12.1 Overview

5.3.12.2 Top Products/Product Portfolio

5.3.12.3 Top Competitors

5.3.12.4 Target Customers

5.3.12.5 Key Personnel

5.3.12.6 Analyst View

5.3.12.7 Market Share, 2025

5.3.13 Johnson Controls International plc

5.3.13.1 Overview

5.3.13.2 Top Products/Product Portfolio

5.3.13.3 Top Competitors

5.3.13.4 Target Customers

5.3.13.5 Key Personnel

5.3.13.6 Analyst View

5.3.13.7 Market Share, 2025

5.3.14 Rittal GmbH & Co. KG

5.3.14.1 Overview

5.3.14.2 Top Products/Product Portfolio

5.3.14.3 Top Competitors

5.3.14.4 Target Customers

5.3.14.5 Key Personnel

5.3.14.6 Analyst View

5.3.14.7 Market Share, 2025

5.3.15 Fujitsu Limited

5.3.15.1 Overview

5.3.15.2 Top Products/Product Portfolio

5.3.15.3 Top Competitors

5.3.15.4 Target Customers

5.3.15.5 Key Personnel

5.3.15.6 Analyst View

5.3.15.7 Market Share, 2025

5.4 List of Other Key Companies

Companies Featured

• Schneider Electric

• Vertiv Group Corp

• International Business Machines Corporation (IBM)

• Cisco Systems, Inc.

• Hewlett Packard Enterprise Development LP

• ABB Ltd.

• Huawei Technologies Co., Ltd.

• Eaton Corporation plc

• Siemens AG

• Amphenol Corporation

• Carrier Global Corporation

• Honeywell International Inc.

• Johnson Controls International plc

• Rittal GmbH & Co. KG

• Fujitsu Limited

For more information about this report visit https://www.researchandmarkets.com/r/yzk8fp

About ResearchAndMarkets.com

ResearchAndMarkets.com is the world's leading source for international market research reports and market data. We provide you with the latest data on international and regional markets, key industries, the top companies, new products and the latest trends.

Attachment

• Data Center Infrastructure Management (DCIM) Software Market

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IEA 2026年7月石油市场报告

重要性未评级

标签

来源：International Energy Agency发布日期：2026-07-10重要性：未评级

中文摘要

• IEA预计2026年全球石油需求减少100万桶/日，2027年增加200万桶/日。
• 6月全球石油供应环比增加410万桶/日至9880万桶/日，但仍低于战前水平940万桶/日。
• 6月全球可观测库存增加2100万桶；OECD库存减少6200万桶，其中约4400万桶来自政府库存释放。
• 报告称北海即期原油6月下跌约22美元/桶至约68美元/桶，7月7日至8日冲突升级后，撰稿时约为77美元/桶。

英文原文

Oil Market Report — July 2026

本地未取得可读全文：HTTP 403。可使用上方“打开原文”核查。

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Bernstein维持Vertiv看多目标价

重要性3/5 中

直接涉及VRT评级、目标价和制造布局，但关键信息为二手汇总，需原始研报核验。

标签

标的：`VRT`来源：Insider Monkey发布日期：2026-07-10重要性：3/5 中评级理由：直接涉及VRT评级、目标价和制造布局，但关键信息为二手汇总，需原始研报核验。评级依据：直接标的相关性, 时效性, 事实密度, 证据强度有限原文字数：379

中文摘要

核心结论

文章称Bernstein分析师于07/06（未给出具体时刻）维持Vertiv（VRT）“买入”评级，目标价416美元；汇总数据显示31份评级中77%为买入、16%为持有，平均目标价380美元。该信息为分析师观点，未提供完整报告或预测模型。

重要性评级

评级：3/5（中）

VRT为直接标的，目标价与评级更新具阅读价值；文章为二手转载，且发布时间晚于评级数日，证据强度受限。

关键事实

• 发布：美东时间 07/10 02:58（UTC+8 07/10 14:58）。
• TipRanks于07/06（未给出具体时刻）报道，Bernstein分析师Varun Govindaraj维持VRT买入评级，目标价416美元。
• 文中援引CNN汇总：31份评级中77%为买入、16%为持有，平均目标价380美元。
• 文中使用的现价为305.58美元，并计算平均目标价隐含24.35%的上行空间。
• VRT于07/01（未给出具体时刻）启用马来西亚柔佛制造基地，服务亚洲、澳大利亚和新西兰的AI及高密度计算需求。
• 文中还引用Oppenheimer此前353美元目标价及其对直流电架构的判断。

作者观点与证据

文章倾向于将VRT列为数据中心基础设施受益者，证据由评级汇总、分析师目标价和柔佛工厂公告构成。目标价是外部判断，平均目标价的统计来源和评级日期并未完整展示；文章末尾带有导流性选股表述。

与相关标的的关系

VRT为直接主体。柔佛工厂可能扩大其区域制造、工程、物流和交付能力，但原文没有披露产能、投资规模或收入贡献。

时效性与限制

发布于美东时间 07/10 02:58（UTC+8 07/10 14:58），Bernstein评级本身来自07/06（未给出具体时刻）。应以Bernstein原始研报、公司公告和最新一致预期核验目标价依据。

后续跟踪

• VRT后续业绩对柔佛产能利用和区域需求的披露。
• 分析师一致预期、目标价和评级分布的变化。
• AI数据中心电力与热管理订单的实际转化。
• 新工厂的产能、客户认证和投产节奏。

英文原文

Bernstein Reiterates Buy Rating on Vertiv (VRT)

Bernstein Reiterates Buy Rating on Vertiv (VRT)

Catherine Talavera

Fri, July 10, 2026 at 2:58 PM GMT+8 2 min read

• VRT

-1.56%

Vertiv Holdings Co. (NYSE: VRT ) is one of the 10 Best Data Center Stocks to Buy in July . Of the 31 analyst ratings compiled by CNN, 77% assigned Vertiv a Buy rating, while 16% rated it Hold. The stock has an average price target of $380, a 24.35% upside from the current price of $305.58.

Onfolio Holdings (ONFO) Enters $100M Equity Facility to Accelerate Acquisitions EvgeniiAnd/Shutterstock.com

Among the most recent developments, on July 6, TipRanks reported that Bernstein analyst Varun Govindaraj reiterated a Buy rating on Vertiv and set a price target of $416.00.

Earlier, on July 1, Vertiv announced it had expanded its manufacturing footprint by opening a manufacturing facility in Johor, Malaysia. The new facility is expected to support growing demand for AI and high-density computing infrastructure across Asia, Australia, and New Zealand.

Vertiv highlighted that the site benefits from strong regional connectivity and proximity to key technology and customer hubs across the region, as it is situated in one of Southeast Asia's fastest-growing industrial markets. It emphasized that the facility enhances its ability to support customers with regional manufacturing, engineering, logistics, and deployment capabilities.

Last month, Oppenheimer identified Vertiv as one of the top data center stocks to benefit from the power infrastructure challenges posed by artificial intelligence data centers, according to a report by Investing.com. The analyst assigned an Outperform rating to Vertiv with a $353 price target, citing the company's evolutionary, multi-path approach to DC power architecture.

Vertiv Holdings Co. (NYSE:VRT) is engaged in the design, manufacturing, and servicing of critical digital infrastructure for data centers, communication networks, and commercial and industrial environments. The company specializes in thermal management, power distribution, and backup power systems, ensuring high efficiency and reliability in mission-critical operations.

While we acknowledge the potential of VRT as an investment, we believe certain AI stocks offer greater upside potential and carry less downside risk. If you're looking for an extremely undervalued AI stock that also stands to benefit significantly from Trump-era tariffs and the onshoring trend, see our free report on the   best short-term AI stock .

Disclosure: None. Follow Insider Monkey on Google News.

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Circle获批设立国家信托银行

重要性5/5 高

CRCL官方披露的重大监管批准，直接影响托管与USDC基础设施定位。

标签

标的：`CRCL`来源：Circle Internet Group发布日期：2026-07-10重要性：5/5 高评级理由：CRCL官方披露的重大监管批准，直接影响托管与USDC基础设施定位。评级依据：公司一手公告, 监管批准事实, 标的直接关联, 发布时间及时原文字数：674

中文摘要

核心结论

Circle（CRCL，稳定币基础设施公司）宣布已获美国货币监理署（OCC）最终批准设立国家信托银行，拟以Circle National Trust名义运营。该牌照首先用于Circle及关联方的受托数字资产托管；USDC储备管理和面向有限机构客户的托管服务属于未来可能能力，尚未表示已经开展。

重要性评级

评级：5/5（高）

这是CRCL于07/10发布的公司官方监管进展，直接涉及其托管、合规与USDC（美元稳定币）基础设施安排；监管批准为强事实，但后续业务范围和收入影响仍待执行验证。

关键事实

• Circle于07/10宣布，OCC批准设立First National Digital Currency Bank, N.A.，运营名为Circle National Trust。
• 该机构将受OCC直接监管，定位为国家信托银行。
• 开业后计划向Circle及其关联方提供受托数字资产托管服务。
• 经批准的业务计划称，视需求而定，未来可能直接向数量有限的银行及其他金融机构客户提供托管服务。
• 该牌照拟支持未来管理USDC储备的能力，但公告没有称该功能已启用。
• Circle于2025年6月30日提交申请，2025年12月获得有条件批准。
• 公告还列示Circle此前获得纽约BitLicense、欧盟加密资产市场法规合规资格，以及英国、新加坡、百慕大、加拿大和阿布扎比相关许可或资格。

作者观点与证据

这是Circle公司新闻稿，立场明确强调联邦监管、透明度和机构采用前景。OCC最终批准和申请时间是核心事实；关于安全性、市场采用、储备管理和收入扩张的影响属于公司预期，未附开业日期、客户名单、财务贡献或OCC批准文件全文。

与相关标的的关系

• CRCL：国家信托银行牌照直接关联其机构托管、USDC基础设施和监管定位。
• USDC：公告称该稳定币网络可因联邦监管托管及未来储备管理能力而增强，但储备管理尚未投入运行。

时效性与限制

发布于07/10（未给出具体时刻）。可作为当日CRCL监管事实引用，来源为公司一手公告；仍需等待银行开业、实际业务范围、储备管理授权落地和监管文件细节。

后续跟踪

• Circle National Trust的开业日期和OCC公开文件。
• 托管服务的客户范围、资产规模和收费模式。
• USDC储备管理功能是否获准并实际启用。
• 牌照对Circle收入、成本和资本要求的影响。

英文原文

Circle Receives Final OCC Approval to Establish National Trust Bank | Circle

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Circle Receives Final OCC Approval to Establish National Trust Bank

July 10, 2026

Circle Receives Final OCC Approval to Establish National Trust Bank

Company

Milestone enables institutional custody services

NEW YORK — July 10, 2026 — Circle Internet Group, Inc. (NYSE: CRCL), one of the world’s leading internet financial platform companies, today announced that it has received approval from the U.S. Office of the Comptroller of the Currency (OCC) to establish First National Digital Currency Bank, N.A., a national trust bank. The bank will operate under the name Circle National Trust.

OCC approval of a national trust bank charter represents a major U.S. regulatory milestone and strengthens the infrastructure of USDC 1 – the world’s largest regulated stablecoin – through federally-regulated custody, with reserve management planned as a future capability. It places Circle National Trust under direct federal oversight by the OCC, the primary regulator for national banks and national trust banks.

As a federally regulated national trust bank, Circle National Trust aligns digital asset infrastructure with the longstanding role of national trust banks in safeguarding client assets under strict fiduciary standards. This brings USDC infrastructure into a proven federal banking framework designed to ensure safety, soundness, and transparency.

Upon opening, Circle National Trust will offer fiduciary digital asset custody services for Circle and its affiliates. As per its business plan, which was approved by the OCC, "depending on demand, FNDCB may eventually offer its digital asset custody service to a limited number of institutional customers directly, focusing on banks and other financial institutions, such as regulated derivatives organizations." The charter is also designed to enable future capabilities, including management of the USDC Reserve, which would bring those operations under federal regulatory oversight and further enhance the safety, transparency, and trust of USDC.

“OCC approval to establish Circle National Trust marks a defining step in bringing blockchain technology and digital assets into the core of the U.S. financial system,” said Jeremy Allaire, Co-Founder, Chairman, and CEO of Circle. “Federal oversight of our trust bank sets a new standard for transparency, governance, and scale for Circle’s infrastructure and unlocks a new phase of adoption, where leading financial institutions can build on public blockchains with clarity and confidence.”

As an OCC-chartered national trust bank, Circle National Trust advances USDC’s role as trusted, federally regulated digital dollar infrastructure for payments, settlement, and capital markets activity, supporting the role of the U.S. dollar in an increasingly digital global economy.

Circle submitted its application to the OCC on June 30, 2025 and received a conditional approval in December, 2025, building on its long-standing commitment to regulatory engagement. In 2015, Circle became the first company to receive a BitLicense from the New York Department of Financial Services and remains engaged with the leading U.S. state digital asset regulator. In 2024, Circle became the first global stablecoin issuer to comply with the European Union’s Markets in Crypto-Assets framework. Circle also holds licenses in the UK, Singapore, and Bermuda, and has met Canadian Value-Referenced Crypto Asset requirements. In 2025, Circle secured a license from Abu Dhabi Global Market’s Financial Services Regulatory Authority.

ABOUT CIRCLE

Circle (NYSE: CRCL) is one of the world’s leading internet financial platform companies, building the foundation of a more open, global economy through digital assets, payment applications, and programmable blockchain infrastructure. Circle’s platform includes the world’s largest regulated stablecoin network anchored by USDC, Circle Payments Network for global money movement, and Arc, an enterprise-grade blockchain designed to become the Economic OS for the internet. Enterprises, financial institutions, and developers use Circle to power trusted, internet-scale financial innovation. Learn more at circle.com .

1 USDC is issued by regulated affiliates of Circle. A list of Circle’s regulatory authorizations can be found here .

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矿企转型估值看合同兑现

重要性3/5 中高

提供APLD同业的合同价值观察框架，但证据为二手分析师观点。

标签

标的：`APLD`来源：TheStreet发布日期：2026-07-09重要性：3/5 中高评级理由：提供APLD同业的合同价值观察框架，但证据为二手分析师观点。评级依据：标的直接相关性, 事实密度, 证据强度限制, 时效性原文字数：455

中文摘要

核心结论

Compass Point分析师认为，已转向人工智能数据中心的比特币矿企可按已签约租金扣除剩余建设成本后，与企业价值比较；APLD、TeraWulf和Cipher被指存在已签约业务价值与市值之间的较大缺口。未来两年的验证点是项目交付和租金兑现。

重要性评级

评级：3/5（中高）。内容直接涉及APLD及其同业的合同价值框架，但为二手转述的分析师估计，未披露完整模型和具体估值数值。

关键事实

• Compass Point的Michael Donovan和Ed Engel以已签合同未来租金、剩余建设成本和企业价值构建比较。
• 报道称APLD、WULF和CIFR的已签约业务与当前估值差距最大。
• Core Scientific的既有合同被认为已较多反映在估值中，后续取决于新增客户签约。
• Riot Platforms的估值更多关联Corsicana园区及开发管线。
• 分析师称未来两年将从宣布交易转向交付设施和收取租金。

作者观点与证据

文章支持“市场低估已签合同价值”的观点，证据为Compass Point的比较方法和CoinDesk转述。它没有给出各公司的租金、折现率、建设成本、融资成本或合同违约条款，结论不能视为独立估值。

与相关标的的关系

APLD是该估值框架中的直接标的；WULF和CIFR可用于观察同类电力、建设和租赁兑现风险；BTC-USD仅反映这些企业的原始矿业背景。

时效性与限制

发表于美东时间07/09 18:57（UTC+8 07/10 06:57）。文章具近期行业参考价值，但以分析师观点为主，且没有原始研究报告和建模参数。

后续跟踪

• 各公司已签合同的金额、期限与客户信用支持。
• 项目建设成本、融资安排和投产进度。
• 已交付容量产生的实际租赁收入。
• 新增租约与未签约容量的变化。

英文原文

Analysts reveal investors are underestimating Bitcoin miners

Analysts reveal investors are underestimating Bitcoin miners

Analysts reveal investors are underestimating Bitcoin miners · TheStreet · Shutterstock

Pooja Rajkumari

Fri, July 10, 2026 at 6:57 AM GMT+8 2 min read

• BTC-USD +0.34%

• APLD -3.53%

• WULF -5.30%

• CIFR -4.94%

Investors may be significantly underestimating the value of Bitcoin (BTC) mining companies that have pivoted toward artificial intelligence data centers.

According to Compass Point analysts Michael Donovan and Ed Engel, the Bitcoin miners should be increasingly assessed like landlords generating steady rental income from long-term AI leases.

To test that thesis, Compass Point estimated the future rental income tied to already-signed contracts, net of remaining construction costs, then compared that figure to each company's enterprise value, as per CoinDesk .

The goal was to isolate how much of a company's valuation reflects contracted business versus speculative future development that hasn't yet secured tenants.

Related: Analysts send blunt warning to Bitcoin miners

Where the market may be missing value

Bitcoin miners like Applied Digital (NASDAQ: APLD), TeraWulf (NASDAQ: WULF) and Cipher Digital (NASDAQ: CIFR) showed the largest gap between contracted business and current valuations, according to the report.

This suggests the market is assigning little value to the additional AI capacity these companies have yet to lease.

Core Scientific (NASDAQ: CORZ) and Riot Platforms (NASDAQ: RIOT) stood apart for different reasons. Core Scientific's existing contracts are largely already priced in. This means further upside depends on new customer signings.

Meanwhile, Riot is valued more on the promise of its Corsicana campus and broader pipeline than on current contracted income.

Compass Point said the next two years will mark a turning point as these companies shift from announcing AI infrastructure deals to actually delivering them.

Trending on TheStreet Roundtable

• Donald Trump breaks silence on $1B crypto earnings

• Michael Saylor reveals why Strategy sold Bitcoin and why critics are wrong

• Billionaire investor reveals key reasons behind Bitcoin's decline

As facilities come online and tenants begin paying rent, investors should get a clearer view of the recurring cash flow these sites can generate, unlike Bitcoin mining revenue, which fluctuates with crypto prices.

The former-miner-to-AI-data-center trade has already been one of the market's strongest AI-adjacent stories over the past year. However, returns have varied as investors weigh construction timelines, financing needs and the pace of leasing.

Following recent pullbacks across the group, Compass Point said the market may now be entering a phase where execution, not announcements, determines how these stocks are valued.

Related: Bernstein unveils outperform-rated miners to buy before bitcoin halving

This story was originally published by TheStreet on Jul 9, 2026, where it first appeared in the MARKETS section. Add TheStreet as a Preferred Source by clicking here.

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Eos Energy任命首席法务官

重要性1/5 低

管理层任命与COHR无直接关联，且原文受付费墙限制并严重截断。

标签

标的：`COHR`来源：MT Newswires发布日期：2026-07-09重要性：1/5 低评级理由：管理层任命与COHR无直接关联，且原文受付费墙限制并严重截断。评级依据：直接标的相关性弱, 原文完整性不足, 事实密度低原文字数：76

中文摘要

核心结论

可见归档内容称Eos Energy Enterprises任命Marie Batz Martin为首席法务官，任命生效日期在正文截断处未完整显示。该事项与COHR没有原文披露的业务、财务或产业链联系。

重要性评级

评级：1/5（低）

信息为其他公司的管理层任命，且付费内容仅保留标题和半句正文；COHR只是输入关联标签，缺少直接相关事实。

关键事实

• 发布：美东时间 07/09 16:49（UTC+8 07/10 04:49）。
• 标题称Eos Energy Enterprises（EOSE）任命Marie Batz Martin为首席法务官。
• 可见正文仅写到任命“effective Mond”，生效日期未完整保存。
• 页面标示为付费内容，需要订阅才可阅读完整报道。
• 输入关联代码为COHR、EOSE和NTAP，但可见内容未说明三者关系。

作者观点与证据

没有足够正文判断作者观点。唯一可见事实是管理层任命，任命背景、履历、职责范围及公司披露均无法从归档验证。

与相关标的的关系

EOSE为新闻主体。COHR和NTAP未在可见正文出现，无法建立任何直接影响路径。

时效性与限制

发布于美东时间 07/09 16:49（UTC+8 07/10 04:49）。全文受付费墙限制且归档截断，生效日期都未完整保留，信息价值有限。

后续跟踪

• Eos Energy的正式任命公告和完整生效日期。
• Marie Batz Martin的履历、职责及继任安排。
• 是否存在与COHR或NTAP相关的实际合作或供应链披露。

英文原文

Eos Energy Names Marie Batz Martin as Chief Legal Officer

PREMIUM

Eos Energy Names Marie Batz Martin as Chief Legal Officer

MT Newswires

Fri, July 10, 2026 at 4:49 AM GMT+8

• EOSE

• NTAP

• COHR

Eos Energy Enterprises (EOSE) has appointed Marie Batz Martin as chief legal officer, effective Mond

PREMIUM

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Meta自研芯片带动设备股预期

重要性1/5 低

正文严重截断，VRT没有被正文直接讨论，受益链条尚无订单证据。

标签

标的：`VRT`来源：Barrons.com发布日期：2026-07-09重要性：1/5 低评级理由：正文严重截断，VRT没有被正文直接讨论，受益链条尚无订单证据。评级依据：直接标的相关性弱, 原文完整性不足, 证据强度低原文字数：84

中文摘要

核心结论

Barron’s称Meta（脸书母公司）拟自研AI芯片的计划提振了应用材料、泛林和科磊等半导体设备股预期，因为这些公司提供晶圆加工设备。归档仅保留这一核心句，无法判断计划规模、时间表及与VRT的具体传导关系。

重要性评级

评级：1/5（低）

AI芯片资本开支主题与数据中心链条相关，但VRT仅为关联标签，正文不含其业务、财务或订单事实。

关键事实

• 发布：美东时间 07/09 15:57（UTC+8 07/10 03:57）。
• 可见正文称Meta自研芯片计划可能利好应用材料、泛林集团和科磊。
• 所列三家公司为把原始硅晶圆加工成芯片的设备供应商。
• 输入关联代码包括AMAT、KLAC、LRCX、LITE、META和VRT。
• 归档正文仅约501个字符，没有披露芯片类型、产能、采购金额、代工方或市场反应细节。

作者观点与证据

可见内容把Meta计划与设备供应商潜在受益相联系，但没有提供来源、公司公告或行业数据。该联系是概括性判断，缺少订单和资本开支证据。

与相关标的的关系

META与AMAT、LRCX、KLAC为文中直接提及对象。VRT和LITE仅在输入关联标签中出现，原文未说明二者是否参与该芯片项目。

时效性与限制

发布于美东时间 07/09 15:57（UTC+8 07/10 03:57）。主要限制是正文截断，无法核验Meta自研计划的范围及设备商受益路径。

后续跟踪

• 获取完整报道及Meta对芯片项目的正式披露。
• 芯片设计、制造、封装和设备采购的责任方。
• 设备供应商对订单、交付和收入影响的表述。

英文原文

Why Meta’s In-House AI Chip Plans Sent Chip-Equipment Stocks Soaring

Why Meta’s In-House AI Chip Plans Sent Chip-Equipment Stocks Soaring

Why Meta’s In-House AI Chip Plans Sent Chip-Equipment Stocks Soaring · Barrons.com · Dreamstime

Kit Norton

Fri, July 10, 2026 at 3:57 AM GMT+8 3 min read

• META

+5.97%

• AMAT

+2.35%

• LRCX

-0.80%

• KLAC

+0.88%

• VRT

-1.56%

Meta’s decision to make its in-house chip could be a boon for Applied Materials, Lam Research, and KLA, which all make equipment that turns raw silicon wafers into microchips.

Continue Reading

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美国量子代工补贴框架

重要性3/5 中

GFS计划性联邦激励具备政策相关性，但仍处意向阶段，文章的主权财富基金主张不构成政府行动。

标签

标的：`GFS`来源：24/7 Wall St.发布日期：2026-07-09重要性：3/5 中评级理由：GFS计划性联邦激励具备政策相关性，但仍处意向阶段，文章的主权财富基金主张不构成政府行动。评级依据：GFS计划获3.75亿美元支持, 政策事实有明确日期与金额, 意向函未最终确定原文字数：888

中文摘要

核心结论

SandboxAQ首席执行官主张美国建立类似挪威主权财富基金的长期战略投资工具；文章同时回顾商务部5月意向激励，其中GFS计划获3.75亿美元建设安全的国内量子代工厂。资金尚处意向阶段，政策落地与项目执行仍不确定。

重要性评级

评级：3/5（中）

联邦量子代工支持与GFS直接相关，但核心观点来自企业高管倡议，不能等同于政策承诺。

关键事实

• 商务部于05/21公布向9家公司发出意向函，CHIPS（美国芯片与科学法案）激励总额为20.13亿美元。
• 文中称IBM计划获10亿美元建设量子级超导晶圆代工子公司，GFS计划获3.75亿美元建设安全国内量子代工厂。
• SandboxAQ称获商务部CHIPS项目5亿美元奖励，用于LQM（大型定量模型）。
• Hidary以规模约2万亿美元的挪威政府全球养老基金为例，倡议美国长期配置深科技资本。

作者观点与证据

文章将高管的主权财富基金倡议与联邦量子政策并列，并把量子代工支持称为潜在行业利好。商务部意向函和金额属于可核政策事实；高管的宏观方案、LQM商业价值和政策延展均为倡议或前瞻说法。

与相关标的的关系

GFS为直接相关标的，3.75亿美元计划激励若签约、拨付并投产，可能支持其安全量子代工能力。IBM同获计划性支持；SandboxAQ并非GFS已披露的直接经营对手或客户。

时效性与限制

文章发布于美东时间07/09 15:46（UTC+8 07/10 03:46），所述激励为05/21意向函，尚非最终授奖。文章含推广内容，未说明GFS项目条款、里程碑及资金拨付条件。

后续跟踪

• 商务部与GFS的最终协议、金额和条件。
• 量子代工厂建设地点、产能和客户。
• 后续CHIPS量子项目及美国战略投资政策进展。

英文原文

SandboxAQ CEO: “It’s Time That America Really Has a Sovereign Wealth Fund.” Why America Should Copy Norway’s $2 Trillion Fund

SandboxAQ CEO: “It’s Time That America Really Has a Sovereign Wealth Fund.” Why America Should Copy Norway’s $2 Trillion Fund

Thomas Richmond

Fri, July 10, 2026 at 3:46 AM GMT+8 3 min read

• IBM

-2.62%

• SAAQ.PVT

• NVDA

+4.03%

• GFS

-1.06%

Quick Read

• IBM secured $1 billion and GlobalFoundries $375 million in CHIPS Act quantum foundry investments, part of $2 billion in Commerce Department incentives announced in May.

• Hidary argues America needs a sovereign wealth fund modeled on Norway's $2 trillion vehicle to strategically deploy federal capital into deep-tech sectors.

• Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and IBM didn't make the cut. Grab the names FREE today .

Artificial intelligence may be the biggest technology race in the world, but SandboxAQ CEO Jack Hidary believes the United States is still investing with the wrong playbook.

janews / Shutterstock.com Speaking on CNBC on Thursday, July 9, Hidary argued that America should treat strategic technologies the way countries like Norway manage national wealth by making long-term investments in industries that strengthen economic competitiveness. The timing of his comments was notable, coming alongside a $500 million federal award for SandboxAQ's large quantitative models (LQMs) and growing government support for quantum computing and advanced manufacturing.

Why Hidary Wants a U.S. Sovereign Wealth Fund

Hidary framed recent federal equity stakes and grants as part of a broader capital strategy, not one-off subsidies. "Many countries out there have a sovereign wealth fund. Norway has a very successful one now at $2 trillion . It's time that America really has a sovereign wealth fund to really push forward the core technologies that advance our economy," he said on CNBC.

He tied that thesis directly to domestic capacity. "This investment in SandboxAQ and in other companies... [is] really part of a larger picture of a sovereign wealth strategy that builds value for the American taxpayer , builds resiliency so that we can build semiconductors in America , so that we can build the advanced pharmaceuticals in America as well ," Hidary added.

Oslo's Government Pension Fund Global in Norway, valued at $2 trillion, functions as a long-duration equity investor funded by resource revenues. Hidary's version would deploy federal capital into deep-tech companies whose outputs, from battery chemistries to pharmaceutical candidates, feed strategic industries.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and IBM didn't make the cut. Grab the names FREE today .

The $500 Million CHIPS Award and What LQMs Do

SandboxAQ announced it had won a $500 million award from the Department of Commerce's CHIPS program for its large quantitative models. LQMs sit alongside large language models in the current AI stack but are engineered to reason about numerical and physical systems rather than text. Hidary said the models can produce novel battery chemistries without relying on foreign raw-material sources, an explicit response to supply-chain concentration in critical minerals.

Story Continues

His framing of the addressable opportunity was blunt. "If you want to make a new drug for cancer, for Alzheimer's, if you want to make a new material for batteries... we just won the award from the CHIPS program of the Department of Commerce. 500 million award for our LQMs," he said. Because 85% of the U.S. economy is quantitatively based, the target market for quantitative reasoning tools stretches across pharma, energy, materials, and financial services.

SandboxAQ's models are now available on the Google Cloud Marketplace to enterprise customers. Placing LQMs inside an existing procurement channel shortens sales cycles for regulated buyers that already run workloads on Google Cloud.

Quantum Computing May Be the Next Federal Investment Wave

Hidary's sovereign-wealth argument fits alongside the Commerce Department's broader quantum push. On May 21, 2026, the department announced $2.013 billion in federal incentives under the CHIPS and Science Act through letters of intent with 9 companies, including two quantum foundries and seven quantum computing companies.

IBM ( NYSE:IBM ) was slated to receive $1 billion in planned funding to establish a new quantum foundry subsidiary for quantum-grade superconducting wafers, and GlobalFoundries ( NASDAQ:GFS ) was set for $375 million in planned funding to establish a secure, domestic quantum foundry.

Hidary flagged that program as an underappreciated catalyst. "The Department of Commerce recently announced letters of intent in a number of quantum hardware companies. I think that could be a very big positive for that sector," he said.

For readers interested in how AI power demand and infrastructure could create new opportunities, our team's Free Report: 7 Stocks Powering the AI Boom (That Aren't Chipmakers) is worth reading.

What to Watch Next

Hidary's proposal reaches well beyond SandboxAQ. His broader argument is that America should treat strategic technologies as long-term national investments rather than as isolated corporate subsidies.

The next clues will come from Washington. Additional CHIPS awards, enterprise adoption of SandboxAQ's models through Google Cloud Marketplace, and any movement toward a U.S. sovereign investment vehicle would all signal whether policymakers are embracing the capital-allocation strategy Hidary envisions.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and IBM didn't make the cut. Grab the names FREE today .

Contact editorial@247wallst.com for any questions or corrections.

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三倍半导体基金放大日内波动

重要性2/5 中低

有当日市场和公司事件线索，但杠杆ETF放大效应及媒体转述削弱了对行业基本面的代表性。

标签

标的：`SOXL`来源：Motley Fool发布日期：2026-07-09重要性：2/5 中低评级理由：有当日市场和公司事件线索，但杠杆ETF放大效应及媒体转述削弱了对行业基本面的代表性。评级依据：时效性, 标的直接相关性, 产品结构限制, 证据强度原文字数：628

中文摘要

核心结论

文章记录SOXL（三倍做多半导体日收益交易所交易基金）在纳斯达克涨1.2%时一度涨14.1%，并将上行归于美光投资、Meta采购报道及成分股联动；该结果体现的是日度杠杆放大，不能视作同等幅度的行业基本面变化。

重要性评级

评级：2/5（中低）

与SOXL、MU、NVDA直接相关且有当日数据，但信息混合公司报道与媒体叙事，三倍日收益产品的波动特征限制其作为行业温度计的解释力。

关键事实

• 美东时间07/09 14:00附近，文章称纳斯达克涨1.2%，SOXL一度涨14.1%。
• 美光称将最高投资30亿美元强化美国半导体供应链，并向环球晶圆提供5亿美元贷款及签署10年晶圆采购协议。
• 路透社报道称Meta与SNDK达成多年NAND闪存供应协议，也采购三星动态随机存取存储器和其他AI基础设施产品。
• 文中称Meta计划当年投入1,450亿美元建设AI基础设施。
• MU、博通和台积电被列为SOXL相关成分股或产业链参与者。

作者观点与证据

作者把多则企业消息汇总为SOXL急涨的推动因素，并正确说明三倍日收益机制会放大成分股涨幅。Meta采购细节来自转述的路透社报道，投资和采购执行进度需以公司文件核验。

与相关标的的关系

SOXL为直接主体，MU、NVDA及部分半导体供应链公司会通过成分股或行业情绪影响其日度净值。SOXL的回报目标基于单日，不能直接外推为长期半导体收益。

时效性与限制

发布于美东时间07/09 14:29（UTC+8 07/10 02:29）。时点接近盘中行情；来源为Motley Fool并含推广内容，盘中涨幅和相关新闻需以收盘价及原始公司公告复核。

后续跟踪

• 美光与环球晶圆协议的合同与产能进展。
• Meta的实际资本开支和存储采购披露。
• SOXL日内波动与半导体现货指数的差距。
• MU、博通和台积电的收盘表现。

英文原文

Direxion Daily Semiconductor Bull 3X ETF Explodes

Direxion Daily Semiconductor Bull 3X ETF Explodes

Rich Smith, The Motley Fool

Fri, July 10, 2026 at 2:29 AM GMT+8 3 min read

• ^IXIC

+0.29%

• MU

-1.24%

• NVDA

+4.03%

• SOXL

-0.10%

• 6488.TWO

+9.76%

It's Thursday, 2 p.m., and do you know where the Nasdaq is?

It's up a respectable 1.2% -- but the Direxion Daily Semiconductor Bull 3X Shares ETF (NYSEMKT: SOXL) is up much, much more, surging past 14.1% on some billion-dollar-plus news items in semiconductors today.

Missed Nvidia in 2009? This Rare Signal Is Flashing Again. In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. For the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. Continue »

Image source: Getty Images.

Micron boosts the market

The first news comes from Micron (NASDAQ: MU) stock, which is surging nearly 8% after announcing it's investing up to $3 billion "to strengthen the U.S. semiconductor supply chain ecosystem," including by loaning GlobalWafers Co., Ltd. $500 million to help build its 300mm raw silicon wafer manufacturing facility in Sherman, Tex., and its signing a 10-year deal to buy the wafers GlobalWafers churns out.

In related news, Reuters is reporting that Meta Platforms (NASDAQ: META) has signed a multi-year supply agreement to source NAND flash memory for its data centers from Sandisk (NASDAQ: SNDK), and is also buying DRAM from Samsung, and fiber optic cables from Sumitomo Electric, and Iris artificial intelligence chips from Taiwan Semiconductor Manufacturing (NYSE: TSM) -- with Broadcom (NASDAQ: AVGO) doing the chip design work.

It's all part of a Meta plan to spend $145 billion building out AI infrastructure this year alone.

3x the risk, 3x the gain

Think all the above might be enough to get semiconductor investors excited? Today it is, for sure. And several of the companies making headlines today -- Micron, Broadcom, and Taiwan Semiconductor Manufacturing -- are components of the Direxion Daily Semiconductor Bull 3X Shares ETF, too.

Their share price gains directly translate into upwards momentum for the ETF, and once 3x'ed... well, that's how you take a 1.2% Nasdaq gain, and parlay it into a 14.1% skyrocket for this heavily leveraged bet on semiconductor stocks.

Should you buy stock in Direxion Shares ETF Trust - Direxion Daily Semiconductor Bull 3x Shares right now?

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Story Continues

Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $407,651 ! Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $1,252,823 !

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Rich Smith has positions in Meta Platforms. The Motley Fool has positions in and recommends Broadcom, Meta Platforms, Micron Technology, and Taiwan Semiconductor Manufacturing. The Motley Fool has a disclosure policy .

Direxion Daily Semiconductor Bull 3X ETF Explodes was originally published by The Motley Fool

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SK海力士美股上市检验存储情绪

重要性2/5 中低

上市事件与存储主题直接相关，但可用正文和可核验细节很少。

标签

标的：`DRAM`来源：Barrons.com发布日期：2026-07-09重要性：2/5 中低评级理由：上市事件与存储主题直接相关，但可用正文和可核验细节很少。评级依据：时效性, 标的直接相关性, 证据限制, 背景材料原文字数：114

中文摘要

核心结论

文章称SK海力士计划在周五以SKHY代码于纳斯达克交易，美国存托凭证发行据报道获逾七倍超额认购；上市将成为美国市场对AI存储热度的直接观察点。

重要性评级

评级：2/5（中低）

与DRAM及MU、SNDK等存储标的相关，事件明确且时效近；正文极短，超额认购和发行细节未给出处或完整条款。

关键事实

• 文章称SK海力士将于周五开始在美国市场交易。
• 其美国存托凭证拟在纳斯达克使用SKHY代码。
• 文中称该发行“据报道”获超过七倍超额认购。
• 元数据关联DRAM、MU、SNDK、WDC、STX及韩国上市的SK海力士。

作者观点与证据

作者将美国上市描述为华尔街存储热度上升的延续。上市计划是事件事实；超额认购仅为未具名报道转述，正文没有发行规模、定价、承销商或监管文件。

与相关标的的关系

DRAM为存储主题ETF，MU、SNDK、WDC和STX与SK海力士共同反映存储行业情绪。新存托凭证的交易表现可能提供市场情绪信息，但不直接改变这些公司的基本面。

时效性与限制

发布于美东时间07/09 14:01（UTC+8 07/10 02:01）。适合纳入临近上市的事件日历；Barron's正文仅一段，须以交易所、招股文件及正式发行公告确认。

后续跟踪

• SKHY是否按计划挂牌及首日成交情况。
• 最终发行规模、定价和超额认购披露。
• DRAM与主要存储股在上市日前后的相对表现。
• SK海力士对HBM需求与供给的最新指引。

英文原文

Memory Stock Surge Sets Stage for SK Hynix

Memory Stock Surge Sets Stage for SK Hynix's U.S. Trading Debut

Memory Stock Surge Sets Stage for SK Hynix's U.S. Trading Debut · Barrons.com · Marketwatch

Barrons.com

Fri, July 10, 2026 at 2:01 AM GMT+8 1 min read

• 000660.KS

-0.27%

• SNDK

+3.10%

• ^GSPC

+0.42%

• MU

-1.24%

• DRAM

-2.05%

SK Hynix is set to begin trading on the U.S. market on Friday adding to the mounting memory hype on Wall Street. The South Korean memory chip maker will list its American depositary receipts on the Nasdaq under the ticker “SKHY.” The ADR listing is highly anticipated with some reports signaling it is more than seven times oversubscribed.

Continue Reading

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Teradyne数据中心需求高增

重要性2/5 中低

提供AI基础设施需求的可读数据，并涉及VRT收购，但公司关联间接且竞争定义宽泛。

标签

标的：`VRT`来源：Zacks发布日期：2026-07-09重要性：2/5 中低评级理由：提供AI基础设施需求的可读数据，并涉及VRT收购，但公司关联间接且竞争定义宽泛。评级依据：行业事实, 关联标的相关性, 事实密度, 证据限制原文字数：622

中文摘要

核心结论

Zacks认为Teradyne受AI数据中心测试需求拉动，2026年一季度收入约13亿美元、同比增87%，其中AI相关收入约占70%。文章把VRT列为AI数据中心市场竞争者之一，并提及其收购ThermoKey以增强热管理能力，但未说明两者在测试设备领域存在直接竞争。

重要性评级

评级：2/5（中低）

文章主要讨论TER，VRT关联来自竞争格局段落；数据中心需求数字具参考价值，评级和结论仍是Zacks观点。

关键事实

• 发布：美东时间 07/09 13:15（UTC+8 07/10 01:15）。
• Teradyne称2026年一季度收入约13亿美元，同比增87%，较此前纪录高18%。
• 文中称AI相关需求约占Teradyne收入70%，此前一季约60%；汽车及工业板块收入中46%来自数据中心设备。
• Teradyne预计二季度收入为11.5亿至12.5亿美元。
• 文章提到高带宽内存、动态随机存取存储器、硅光子产品Photon 100及服务器板测试产品Omnyx。
• 文中称VRT于06月（未给出具体时刻）完成对ThermoKey的收购，以扩充散热、排热和热交换能力。

作者观点与证据

作者以Teradyne已披露的一季度表现和指引支撑AI数据中心需求旺盛的判断。VRT部分仅为竞争背景，未给出市占率、共同客户或替代关系；TER的Zacks评级和估值意见属于发布方分析。

与相关标的的关系

VRT并非文章主角。ThermoKey收购与VRT的热管理组合直接相关，但将VRT与测试设备商Teradyne并列为竞争者的范围较宽，原文没有说明具体产品重叠。

时效性与限制

发布于美东时间 07/09 13:15（UTC+8 07/10 01:15）。引用的一季度数据和二季度指引须以公司正式财报核验；文章对竞争的归类缺少拆分数据。

后续跟踪

• Teradyne二季度收入是否落在11.5亿至12.5亿美元区间。
• AI、内存和网络测试需求的收入占比。
• VRT整合ThermoKey后的产品、订单和客户披露。
• 数据中心热管理与测试设备的实际资本开支节奏。

英文原文

Teradyne Stock Rides on Strong Datacenter Growth: More Upside Ahead?

Teradyne Stock Rides on Strong Datacenter Growth: More Upside Ahead?

Nilanshi Mukherjee

Fri, July 10, 2026 at 1:15 AM GMT+8 3 min read

• TER

-0.87%

• VRT

-1.56%

• ATEYY

-0.20%

Teradyne TER is benefiting from the explosive growth in datacenter demand, particularly driven by artificial intelligence (AI) and the ongoing build-out of AI-centric infrastructure. In the first quarter of 2026, Teradyne reported revenues of approximately $1.3 billion, an 87% year-over-year increase and 18% above its previous record. This surge is directly tied to the company's strategic focus on the 'wafer to AI data center' market, where AI-related demand accounted for nearly 70% of revenues, up from about 60% in the previous quarter.

The datacenter segment, especially devices that support AI workloads, has become a major source of revenue. In the auto/industrial segment, 46% of revenues came from datacenter devices in the first quarter of 2026. This marks a significant shift from past trends.

Teradyne is also seeing robust demand for memory test solutions, especially for high-bandwidth memory and DRAM, both of which are critical for AI compute applications. The company's recent product launches, such as the Photon 100 for silicon photonics and Omnyx for server board testing, further strengthen its position in the rapidly evolving data center market. Strategic acquisitions and joint ventures, like the MultiLane Test Products partnership and the acquisition of TestInsight, further strengthen Teradyne's capabilities in high-speed I/O and design-to-test software.

Teradyne expects continued robust demand, especially as AI data center build-outs drive increased need for compute, networking and memory test solutions. For the second quarter of 2026, Teradyne expects revenues in the range of $1.15-$1.25 billion.

Teradyne Suffers From Stiff Competition

Teradyne is facing stiff competition from companies such as Advantest Corporation ATEYY and Vertiv VRT. Both Advantest and Vertiv are also expanding their footprints in the AI and data center markets.

In June 2026, Advantest and OpenLight partnered to develop silicon photonics test solutions for high-volume manufacturing, addressing growing demand for AI and high-performance computing applications. The collaboration aims to accelerate scalable production of next-generation optical interconnects for AI data centers.

In June 2026, Vertiv announced the completion of its acquisition of ThermoKey S.p.A., a move that enhances Vertiv's thermal management portfolio, expands its heat rejection and heat-exchange capabilities and strengthens its long-standing relationships with OEMs and system integrators serving data centers and other critical infrastructure markets worldwide.

Story Continues

TER's Share Price Performance, Valuation, and Estimates

Teradyne shares have surged 81.6% in the year-to-date period, outperforming the Zacks Computer & Technology sector's growth of 14.7% and the Zacks Electronics - Miscellaneous Products increase of 53.3%.

TER Stock Performance

Zacks Investment Research

Image Source: Zacks Investment Research

TER stock is trading at a premium with a forward 12-month Price/Sales of 11.01X compared with the Electronics - Miscellaneous Products industry's 8.31X. TER has a Value Score of D.

TER Valuation

Zacks Investment Research

Image Source: Zacks Investment Research

The Zacks Consensus Estimate for fiscal 2026 earnings is pegged at $7.20 per share, which has increased 1.55% over the past 30 days. This suggests 81.82% year-over-year growth.

Teradyne, Inc. Price and Consensus

Teradyne, Inc. Price and Consensus Teradyne, Inc. price-consensus-chart | Teradyne, Inc. Quote

Teradyne currently carries a Zacks Rank #2 (Buy). You can see the complete list of today's Zacks #1 (Strong Buy) Rank stocks here .

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

Teradyne, Inc. (TER) : Free Stock Analysis Report

Advantest Corp. (ATEYY) : Free Stock Analysis Report

Vertiv Holdings Co. (VRT) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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AI芯片与光通信股带动大盘

重要性2/5 中低

COHR被直接列为板块上涨股，市场时点明确，但内容仅为午间行情综述，缺少公司级证据。

标签

标的：`COHR`来源：Motley Fool发布日期：2026-07-09重要性：2/5 中低评级理由：COHR被直接列为板块上涨股，市场时点明确，但内容仅为午间行情综述，缺少公司级证据。评级依据：直接标的相关性, 时效性, 市场背景, 证据限制原文字数：537

中文摘要

核心结论

Motley Fool称07/09美股午间由AI芯片和技术股带动走高，Coherent等光通信公司为当日显著上涨者；同期标普500上涨0.56%、纳斯达克综合指数上涨0.78%。文章把行情与AI需求、分析师上调及朝鲜半导体存托凭证认购热度并列，但没有给出COHR涨幅或公司基本面新信息。

重要性评级

评级：2/5（中低）

COHR被直接列为当日上涨的光通信股，市场环境具时效性；报道为午间市场综述，缺少公司级数据和持续性证据。

关键事实

• 发布：美东时间 07/09 13:12（UTC+8 07/10 01:12）。
• 文中称约在美东时间07/09 12:00（UTC+8 07/10 00:00），标普500报7524.39点、涨0.56%；纳斯达克综合指数报26073.17点、涨0.78%；道琼斯工业平均指数报52473.28点、涨0.24%。
• Marvell、康宁、Coherent和Lumentum被列为光通信芯片需求带动下的当日显著上涨者。
• 文中称Palantir年初至当时累计跌29%，当日约跌4%。
• 报道称美伊停火暂停、市场存在AI估值泡沫担忧，但科技与半导体股仍走强。
• 文中称SK海力士拟发行美国存托凭证的认购需求估计超过7倍。

作者观点与证据

作者将指数反弹与AI和半导体股强势并列叙述，并提到地缘政治波动和估值担忧。指数点位与涨跌幅为即时市场数据；COHR上涨原因未被单独量化，SK海力士认购倍数亦为“估计”。

与相关标的的关系

COHR被直接列为光通信板块上涨股，LITE为同业。原文没有披露COHR涨幅、成交量、订单或业绩，因此只能反映当日板块价格环境。

时效性与限制

发布于美东时间 07/09 13:12（UTC+8 07/10 01:12），且市场数据截至约美东时间07/09 12:00（UTC+8 07/10 00:00），不代表收盘表现。文章包含订阅产品推广内容，应与交易所收盘数据区分。

后续跟踪

• COHR及光通信同业的收盘涨跌、成交量和后续表现。
• AI芯片与光模块板块的业绩和订单数据。
• 美伊局势及估值担忧对风险偏好的影响。
• SK海力士存托凭证发行的最终认购和定价。

英文原文

Stock Market Today, July 9: AI Chip, Technology Stocks Rally, Overcoming Ceasefire Worries

Stock Market Today, July 9: AI Chip, Technology Stocks Rally, Overcoming Ceasefire Worries

Josh Kohn-Lindquist, The Motley Fool

Fri, July 10, 2026 at 1:12 AM GMT+8 2 min read

• PLTR

• MRVL

• GLW

• COHR

• ^GSPC

As of roughly noon E.T., the S&P 500 (SNPINDEX:^GSPC) rose 0.56% to 7,524.39, the Nasdaq Composite (NASDAQINDEX:^IXIC) climbed 0.78% to 26,073.17, and the Dow Jones Industrial Average (DJINDICES:^DJI) added 0.24% to 52,473.28 as AI chip strength helped markets stabilize after war‑driven volatility.

Market movers

Chip and optical‑communication names, including Marvell Technology (NASDAQ:MRVL), Corning (NYSE:GLW), Coherent (NYSE:COHR), and Lumentum (NASDAQ:LITE), were among the day's notable gainers amid sector‑wide demand for communications chips. However, high-valuation AI behemoth Palantir (NASDAQ:PLTR) extended its 29% decline year-to-date, dropping about 4% so far today.

What this means for investors

Despite the U.S.-Iran ceasefire being paused for now, and the market facing a growing drumbeat of analysts saying we might be in "bubbly" territory, stocks surged higher today, buoyed by the strength of AI and semiconductor stocks. In addition to a handful of analyst upgrades of semiconductor stocks, SK Hynix' s upcoming U.S. ADR offering is estimated to be more than seven times oversubscribed, indicating that immense investor appetite remains in the space.

Elsewhere, PepsiCo (NASDAQ:PEP) unofficially kicked off earnings season this morning, delivering mixed earnings that prompted shares to dip roughly 3%. The beverages and snacks giant grew sales by 6% in the second quarter, but said it saw weaker consumer spending in the U.S. due to higher gas prices and broader macroeconomic volatility.

Whether or not the AI and technology industries are indeed in "bubbly territory" as many analysts suggest, there are a surprising number of S&P 500 stocks near their 52-week lows, so plenty of opportunities remain despite the indexes trading at or near all-time highs.

Should you buy stock in S&P 500 Index right now?

Before you buy stock in S&P 500 Index, consider this:

The Motley Fool Stock Advisor analyst team just identified what they believe are the 10 best stocks for investors to buy now… and S&P 500 Index wasn't one of them. The 10 stocks that made the cut are built for long-term growth and could produce monster returns in the coming years.

Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $407,651 ! Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $1,252,823 !

That performance is why people listen. With a track record of beating the S&P 500 by 4x , Stock Advisor offers a distinct advantage. Don't miss the latest top 10 list, available with Stock Advisor , and join an investing community built for the long haul.

Story Continues

See the 10 stocks »

*Stock Advisor returns as of July 9, 2026.

Josh Kohn-Lindquist has positions in Palantir Technologies. The Motley Fool has positions in and recommends Coherent, Corning, Lumentum, Marvell Technology, Palantir Technologies, and Workday. The Motley Fool has a disclosure policy .

Stock Market Today, July 9: AI Chip, Technology Stocks Rally, Overcoming Ceasefire Worries was originally published by The Motley Fool

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伦敦金属交易所7月9日收盘价

重要性未评级

标签

来源：London Metal Exchange发布日期：2026-07-09重要性：未评级

中文摘要

• LME页面显示2026年7月9日铜三个月期收盘价为13,649美元/吨。
• LME说明收盘价自伦敦时间17:50起发布，并按合约流动性采用VWAP或最后成交价方法。

英文原文

LME Closing Prices — July 9, 2026

本地未取得可读全文：HTTP 403。可使用上方“打开原文”核查。

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CoreWeave高增长受资本约束

重要性3/5 中

提供NBIS与CRWV的具体经营对比，但文章来源和部分指控限制证据质量。

标签

标的：`NBIS`来源：24/7 Wall St.发布日期：2026-07-09重要性：3/5 中评级理由：提供NBIS与CRWV的具体经营对比，但文章来源和部分指控限制证据质量。评级依据：标的直接关联, 同业财务数据, 资本结构相关, 二次来源与促销内容原文字数：680

中文摘要

核心结论

文章将CoreWeave（CRWV，人工智能云基础设施公司）与NBIS、IREN作对比，认为CRWV的订单储备和收入增长尚未消除高资本开支、负自由现金流与负债压力。对NBIS而言，文中把其正向调整后息税折旧摊销前利润与利润率目标列为相对经营杠杆的参照，但所有同业数据仍需以公司正式财报核对。

重要性评级

评级：3/5（中）

NBIS是直接比较对象，文章给出多项CRWV资本结构和NBIS经营数字；来源带有强烈观点和促销内容，且证券集体诉讼仅属指控。

关键事实

• CRWV过去一年下跌40.57%，文中称NBIS上涨359.62%、IREN上涨154.62%、NVDA上涨27.74%。
• CRWV一季度营收20.8亿美元、同比增长111.69%，订单储备994亿美元，净亏损7.4亿美元。
• 该季度资本开支77亿美元、利息费用5.36亿美元、总负债508亿美元、自由现金流为负47亿美元。
• CRWV五个季度内毛利率由78%降至68%，调整后营业利润率降至1%。
• 文中称NBIS二季度调整后息税折旧摊销前利润转正至1.295亿美元，全年营收指引30亿至34亿美元，目标利润率约40%。
• 文中列示CRWV分析师平均目标价142.29美元、隐含53.83%上行，但此为卖方预期。

作者观点与证据

作者倾向认为市场正在奖励NBIS和IREN的经营杠杆，而要求CRWV先证明能处理债务与资本开支。其证据来自财报数字、同业股价表现和目标价；关于数据中心建设延误的证券欺诈集体诉讼是未裁决指控，不能视为既成事实。

与相关标的的关系

• NBIS：被作为CRWV的人工智能云竞争者，正向调整后息税折旧摊销前利润和40%目标利润率是文中的相对比较点。
• CRWV：高订单储备与高资本消耗的矛盾是文章主体。
• NVDA、IREN：分别是CRWV合作方和同业参照，未给出对NBIS的直接财务传导。

时效性与限制

发布于美东时间 07/09 12:37（UTC+8 07/10 00:37）。数据多来自一季度或二季度披露，适合作为同业资本强度背景；文章未列出原始财报链接、NBIS季度口径和估值比较方法。

后续跟踪

• CRWV订单储备转化、资本开支和自由现金流。
• CRWV债务、利息费用及利润率修复进度。
• NBIS营收指引、调整后息税折旧摊销前利润和利润率目标兑现情况。
• 涉及CRWV建设延误的诉讼程序和公司回应。

英文原文

Down 40%, CoreWeave Is Being Left Behind By the Market

Down 40%, CoreWeave Is Being Left Behind By the Market

Rich Duprey

Fri, July 10, 2026 at 12:37 AM GMT+8 3 min read

• CRWV

-0.91%

• NVDA

+4.03%

• NBIS

+1.60%

• IREN

-1.39%

Quick Read

• CoreWeave (CRWV) grew revenue 111% to $2.08B but burned $4.7B in free cash flow with $50.8B in liabilities, sending shares down 40%.

• Nebius (NBIS) surged 360% and now commands a larger market cap than CoreWeave after flipping EBITDA positive and targeting 40% margins.

• Analysts set a $142 price target implying 54% upside, but CoreWeave must execute against its debt stack before the market rewards the $99B backlog.

• Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and CoreWeave, Inc. Class A Common Stock didn't make the cut. Grab the names FREE today .

The AI infrastructure trade has minted winners across the neocloud sector, but one name has been conspicuously left out. CoreWeave ( NASDAQ:CRWV ) has fallen 40.57% over the past year, even as Nebius Group ( NASDAQ:NBIS ) has surged 359.62% and IREN ( NASDAQ:IREN ) has climbed 154.62%. Even NVIDIA ( NASDAQ:NVDA ), CoreWeave's largest partner, is up 27.74% over the same stretch.

metamorworks / iStock via Getty Images

The Capital Intensity Problem

CoreWeave's Q1 2026 report showed revenue of $2.08 billion, up 111.69% year over year, and a revenue backlog of $99.4 billion. Yet the net loss widened to $740 million, capex hit $7.7 billion in a single quarter, and interest expense doubled to $536 million. Total liabilities reached $50.8 billion, and free cash flow ran to negative $4.7 billion.

CEO Michael Intrator framed the growth story on the earnings call: "We added more backlog in a single quarter than most AI cloud platforms have in their history." Gross margin, however, compressed from 78% to 68% over five quarters, and adjusted operating margin fell to 1%. Investors also noted a securities fraud class action alleging concealed data center construction delays. Reddit sentiment turned bearish (scores 35 to 42) after the report.

CRWV Earnings Explorer — 24/7 Wall St.

Peers Showing Operating Leverage

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and CoreWeave, Inc. Class A Common Stock didn't make the cut. Grab the names FREE today .

Nebius flipped adjusted EBITDA positive to $129.5 million in Q2 2026, targeting a ~40% adjusted EBITDA margin for the year on $3.0B to $3.4B in revenue guidance. CEO Arkady Volozh described the strategy: "We are not simply responding to where the industry stands today; we have the knowledge and experience to build the infrastructure, tools, and capabilities for where it will be tomorrow." Nebius's market cap now exceeds CoreWeave's.

IREN, meanwhile, converted its Bitcoin footprint into an AI Cloud platform, signing a $3.40 billion five-year NVIDIA contract with up to $2.10 billion in NVIDIA investment. CEO Daniel Roberts noted, "There are no idle GPUs...all of our operational capacity is fully contracted." For readers hunting for exposure to picks-and-shovels names benefiting from the buildout, our AI Boom Suppliers research walks through the supplier layer feeding these hyperscalers.

Story Continues

Can CoreWeave Close the Gap?

NVIDIA's $2 billion equity investment and a partnership targeting 5+ GW of AI factories by 2030 remain the strongest structural anchor. Jensen Huang has called the AI factory buildout "the largest infrastructure expansion in human history." Wall Street analysts hold an average price target of $142.29, implying 53.83% upside from current levels, with 24 Buy ratings against 11 Hold and 2 Sell.

Management projects margin recovery to a low double-digit adjusted operating margin by Q4 2026 and $30 billion+ annualized run rate by 2027. Whether the market rewards that trajectory depends on execution against the debt stack rather than another backlog headline.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and CoreWeave, Inc. Class A Common Stock didn't make the cut. Grab the names FREE today .

Contact editorial@247wallst.com for any questions or corrections.

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高盛启动Comfort Systems覆盖

重要性1/5 低

文章正文缺失，VRT没有直接事实，盘中涨幅与评级细节均无法充分核验。

标签

标的：`VRT`来源：Investor's Business Daily发布日期：2026-07-09重要性：1/5 低评级理由：文章正文缺失，VRT没有直接事实，盘中涨幅与评级细节均无法充分核验。评级依据：直接标的相关性弱, 原文完整性不足, 证据强度低原文字数：78

中文摘要

核心结论

归档可见内容称高盛开始覆盖电气承包商Comfort Systems USA，并给予买入评级，股价当日一度上涨9%。文章没有保留完整正文，无法确认目标价、投资理由、数据中心项目敞口或与VRT的关系。

重要性评级

评级：1/5（低）

数据中心建设主题可能与VRT所处产业链相邻，但VRT未在可见正文中被讨论，关键分析内容缺失。

关键事实

• 发布：美东时间 07/09 12:16（UTC+8 07/10 00:16）。
• 可见正文称高盛启动覆盖Comfort Systems USA，并给予买入评级。
• 文章称该股在周四一度上涨9%。
• 输入关联代码包含CIEN、FIX、GS、IESC、LII、MOD、PPG、STRL、VRT、WSO和WSO-B。
• 归档仅约467个字符，未提供目标价、评级依据、收盘表现或完整公司背景。

作者观点与证据

可见材料仅能确认媒体转述的评级启动和盘中涨幅，无法判断分析师假设、数据中心收入占比或估值依据。高盛观点应与原始研报区分。

与相关标的的关系

Comfort Systems与数据中心建设相关的潜在产业链联系未在正文展开。VRT仅为关联标签，缺少直接合作、竞争或财务传导证据。

时效性与限制

发布于美东时间 07/09 12:16（UTC+8 07/10 00:16）。正文截断是主要限制；盘中“一度上涨”不能代替收盘表现或持续市场反应。

后续跟踪

• 获取高盛原始覆盖报告的目标价和盈利假设。
• Comfort Systems数据中心项目收入与订单披露。
• 与VRT及其他相关公司的实际客户、项目或供应链交集。

英文原文

Data Center Builder Spikes After Goldman Initiates Coverage At Buy Rating

Data Center Builder Spikes After Goldman Initiates Coverage At Buy Rating

Data Center Builder Spikes After Goldman Initiates Coverage At Buy Rating · Investor's Business Daily

PAOLO CONFINO

Fri, July 10, 2026 at 12:16 AM GMT+8 2 min read

• GS

-0.07%

• FIX

-1.42%

• CIEN

-0.35%

• STRL

-3.52%

• VRT

-1.56%

Goldman Sachs began coverage of the electrical contracting giant Comfort Systems USA. The stock jumped as much as 9% on Thursday.

Continue Reading

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马维尔高估值面临兑现检验

重要性3/5 中

与SOXX及AI芯片权重股直接相关，提供可核查的业绩和估值对比，但为媒体分析文章。

标签

标的：`SOXX`来源：24/7 Wall St.发布日期：2026-07-09重要性：3/5 中评级理由：与SOXX及AI芯片权重股直接相关，提供可核查的业绩和估值对比，但为媒体分析文章。评级依据：时效性, 标的直接相关性, 事实密度, 来源限制原文字数：874

中文摘要

核心结论

文章将马维尔科技（MRVL）7%的日内反弹放在半导体板块普涨中解读：人工智能（AI）收入增长明确，但85倍滚动市盈率及接近现价的分析师目标价，使估值兑现压力高于博通和英伟达。

重要性评级

评级：3/5（中）

涉及SOXX（半导体交易所交易基金）及多只AI基础设施核心股，财务数据较具体；估值比较主要采用单篇媒体口径。

关键事实

• 07/09，MRVL盘中约涨7%至247美元附近；SOXX当日涨约5%。
• MRVL 2027财年第一季度营收24.18亿美元，同比增长27.6%；数据中心收入18.33亿美元，占76%。
• 公司指引第二季度营收27亿美元，隐含同比增长35%。
• 文章称MRVL滚动市盈率85倍、年初至今涨191%，平均目标价252.26美元。
• 博通第二季度营收221.9亿美元，同比增长47.9%；AI半导体收入108亿美元，同比增长143%。
• 英伟达第一季度营收816.2亿美元，同比增长85.2%，滚动市盈率31倍、远期市盈率22倍。

作者观点与证据

作者认为英伟达的增长调整后估值较低，博通的大规模AI收入为66倍滚动市盈率提供部分支撑，MRVL则需以后续业绩证明溢价。论据包含公司披露、Yahoo Finance估值和分析师目标价；“超卖反弹”“估值合理”属于作者判断。

与相关标的的关系

SOXX同时覆盖MRVL、博通（AVGO）和英伟达（NVDA），文章反映其AI基础设施权重股的估值分化及集中度风险。MRVL是直接主体。

时效性与限制

发布于美东时间07/09 11:57（UTC+8 07/09 23:57）。适合作为本周板块反弹与估值比较的背景；来源为24/7 Wall St.，含推广内容，价格、目标价和估值均需以最新市场数据复核。

后续跟踪

• MRVL第二季度业绩是否达到27亿美元指引。
• 数据中心收入占比和AI订单变化。
• AVGO、NVDA与MRVL的估值及盈利增速差距。
• SOXX反弹期间的成分股集中度表现。

英文原文

Marvell Technology Climbs 7% on the AI Chip Recovery: Is It Overvalued Next to Broadcom and Nvidia?

Marvell Technology Climbs 7% on the AI Chip Recovery: Is It Overvalued Next to Broadcom and Nvidia?

David Moadel

Thu, July 9, 2026 at 11:57 PM GMT+8 4 min read

• MRVL -3.07%

• AVGO -0.28%

• 005930.KS +2.52%

• NVDA +4.03%

• ^GSPC +0.42%

Quick Read

• MRVL's 85x trailing P/E and analyst targets near its current quote make it pricier than NVDA, which trades at just 31x despite 85% revenue growth; meanwhile, AVGO carries a trailing P/E ratio of 66x.

• The SOXX ETF surged 5%, confirming a broad sector rally, though heavy concentration in top AI-infrastructure names amplifies both gains and downside risk for ETF investors.

• Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

Shares of Marvell Technology ( NASDAQ:MRVL ) are up 7% to $247 and change in midday trading Thursday, riding a broad semiconductor rebound that's lifted the entire AI chip complex. Marvell stock came into the session bruised after a sharp multi-week pullback, setting up an oversold bounce.

Thinkstock The move stems from broad sector catalysts. Traders are responding to blowout preliminary Q2 results from Samsung, continued strength at SK Hynix, and Fundstrat's Tom Lee framing the recent selloff as a buying opportunity in AI infrastructure names.

Some of Marvell's peers are participating in the rally while others are lagging behind. Broadcom ( NASDAQ:AVGO ) stock is up 3%, but NVIDIA ( NASDAQ:NVDA ) shares are down 1% today.

A Broad Sector Rebound Powers the Move

Marvell stock had faded after its June 22, 2026 S&P 500 inclusion, unwinding some of the technical buying that drove a strong run into the event. Insider selling and valuation concerns amplified the July drawdown.

The supportive fundamental backdrop hasn't changed. Marvell has an expanded NVIDIA partnership via NVLink Fusion, a reported $2 billion strategic investment tie-up, a wave of analyst target hikes, and the recent Teralynx T100 switch launch with 102.4 Tbps of silicon aimed at AI clusters.

Marvell's AI-Driven Growth Story

Marvell's Q1 FY2027 results reported May 27, 2026 showed revenue of $2.418 billion, up 27.6% year over year (YoY), with data center revenue of $1.833 billion (76% of total). Management guided Q2 FY2027 revenue to $2.7 billion, implying 35% YoY growth.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

The company's valuation is a pressure point, though. Marvell stock trades at a trailing P/E of 85x per Yahoo Finance, the richest of the three names. That reflects both depressed trailing earnings and a stock that has run 191% year to date (YTD).

CEO Matt Murphy told investors that the company sees "exceptional AI-related bookings" and significantly raised its FY2027 and FY2028 outlook. That growth is real, but the average analyst target price of $252.26 sits near MRVL stock's current quote, which suggests that the implied upside is limited.

Story Continues

Broadcom Trades at a Growth-Justified Premium

Broadcom stock trades at a trailing P/E ratio of 66x, above the sector average but below that of Marvell. AVGO stock is up 15% YTD, well behind Marvell's move but still ahead of the market.

Broadcom's Q2 FY2026 results, reported June 3, 2026, showed revenue of $22.19 billion, up 47.9% YoY, with AI semiconductor revenue of $10.8 billion, up 143% YoY. The company's Q3 FY2026 guidance calls for AI semiconductor revenue of $16 billion, over 200% YoY growth. That scale gives Broadcom's premium some cover.

NVIDIA Screens as the Cheapest of the Trio

NVIDIA stock trades at a trailing P/E of 31x with a forward P/E of 22x. NVDA stock is up 8% YTD, lagging both peers despite $81.62 billion in Q1 FY2027 revenue (up 85.2% YoY) and Q2 guidance of $91 billion. On growth-adjusted multiples, NVIDIA stock screens as the most reasonably valued of the three AI chip leaders.

The apparent contradiction is that NVIDIA stock carries the largest market cap at $4.77 trillion but also the lowest multiple. Evidently, the earnings scale has finally caught up to the share price.

SOXX Confirms the Sector Move

The iShares Semiconductor ETF ( NASDAQ:SOXX ) is up 5% today, confirming a sector-wide rally rather than a single-name story. The ETF holds Marvell, Broadcom, and NVIDIA and carries a 0.34% expense ratio.

The concentration risk is worth noting with the SOXX ETF. The fund's top holdings dominate the returns, so this ETF behaves as an amplified play on the same AI-infrastructure trade lifting its largest components today.

What to Watch Now

Investors can watch for whether Marvell stock holds today's 7% gain into the close, given the stock's beta of 2.2 and recent volatility. A close at session highs would suggest that the oversold bounce has legs.

Discipline is crucial here, and investors should consider keeping their position sizes modest in high-beta AI names. Marvell's next fundamental catalyst is the company's Q2 FY2027 earnings, which will test whether the AI-infrastructure thesis can grow into the multiple.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

Contact editorial@247wallst.com for any questions or corrections.

打开原文

Coherent高估值下的订单能见度

重要性4/5 高

直接覆盖COHR并涵盖收入结构、订单、资本开支、利润、资产负债表、估值和预期，适合优先阅读。

标签

标的：`COHR`来源：Zacks发布日期：2026-07-09重要性：4/5 高评级理由：直接覆盖COHR并涵盖收入结构、订单、资本开支、利润、资产负债表、估值和预期，适合优先阅读。评级依据：直接标的相关性, 事实密度, 时效性, 证据强度原文字数：1176

中文摘要

核心结论

Zacks认为Coherent（COHR）的AI基础设施需求、延续至2028年的订单积压和至2030年的长期供货协议提高了收入能见度；第三季度利润率和资产负债表也改善。文章同时承认股价一年涨247%、近一个月回落11%，预期市盈率约37.56倍，高于行业21.49倍，估值和波动风险仍在。

重要性评级

评级：4/5（高）

COHR为直接标的，文章集中披露收入结构、订单期限、资本开支、盈利、债务、估值及一致预期，信息密度较高；多数结论仍需公司文件核验。

关键事实

• 发布：美东时间 07/09 11:22（UTC+8 07/09 23:22）。
• COHR股价过去一年上涨247%，近一个月回落11%；行业同期增长8%，标普500同期增长24%。
• 2026财年第三季度，数据中心与通信业务占收入75%，同比增长41%。
• 公司订单积压延续至2028年，长期供货协议延续至2030年；第三季度资本开支约2.9亿美元，同比超过翻倍。
• 调整后营业利润率同比提高163个基点，调整后净利润同比增近56%。
• 英伟达20亿美元股权投资使现金余额由前一季度约15亿美元升至约30亿美元；公司偿还1.62亿美元债务，杠杆率由1.7倍降至0.5倍。
• Zacks汇总的2026财年收入预期为71亿美元、同比增21.5%，2027财年收入预期再增37.7%；2026财年每股收益预期5.47美元、同比增55%，2027财年再增52.5%。

作者观点与证据

作者明确维持对COHR的正面看法，认为长单、利润率和现金改善使其更具可预测性。经营数据、资本开支和债务偿还可通过公司财报核验；收入和每股收益为一致预期，订单期限未附金额，且高估值与近期回撤是文中已列出的风险。

与相关标的的关系

COHR为直接主体。英伟达（NVDA）为股权投资者和合作生态伙伴；Lumentum与IPG Photonics被列为光组件和光子学可比公司。文章未提供各方订单金额或市场份额对比。

时效性与限制

发布于美东时间 07/09 11:22（UTC+8 07/09 23:22）。文章虽接近当前日报，但基于已公布的第三季度和预测数据；Zacks的“买入”评级为其自身观点，须结合正式财报、订单披露及最新一致预期阅读。

后续跟踪

• 数据中心与通信业务75%收入占比及41%增速能否延续。
• 2028年订单积压和2030年供货协议的金额、交付与取消条款。
• 2.9亿美元资本开支对产能、现金流和利润率的影响。
• 71亿美元收入、5.47美元每股收益等一致预期的修订方向。

英文原文

Coherent Stock Soars 247% in a Year: Should Investors Ride the Rally?

Coherent Stock Soars 247% in a Year: Should Investors Ride the Rally?

Shuvra Shankar Dey

Thu, July 9, 2026 at 11:22 PM GMT+8 6 min read

• COHR

-0.84%

• ^GSPC

+0.42%

Coherent Corp. COHR has been one of the standout performers in the technology hardware space over the past year. The stock has surged an impressive 247%, significantly outperforming the industry's 8% growth and the Zacks S&P 500 Composite's 24% advance. More recently, however, COHR has pulled back 11% over the past month, suggesting the stock may be entering a healthy correction after its remarkable run.

Zacks Investment Research                                                               Image Source: Zacks Investment Research

The recent weakness raises an important question for investors: Is this a buying opportunity, a signal to hold existing positions, or a reason to stay on the sidelines? While the valuation remains elevated, Coherent's strengthening fundamentals indicate that the company's long-term growth story remains intact.

AI Infrastructure Demand Is Reshaping COHR's Business

Coherent's transformation has been fueled by booming demand for AI infrastructure. The company's Datacenter & Communications segment has become its primary growth engine, accounting for 75% of third-quarter fiscal 2026 revenues while delivering 41% year-over-year growth.

This shift is significant because it changes the company's revenue profile. Historically, hardware manufacturers have been exposed to short product cycles and volatile demand. Today, Coherent is increasingly tied to long-duration AI infrastructure spending, providing investors with greater confidence in future earnings.

Unlike traditional semiconductor hardware cycles, AI-related investments are supported by large-scale cloud deployments and multi-year capital spending plans, making demand considerably more predictable.

Long-Term Orders Improve COHR's Revenue Visibility

One of the biggest positives for Coherent is the dramatic improvement in order visibility.

Rather than experiencing the typical cyclical increase in hardware demand, the company is witnessing a step-change in customer commitments. Record backlog levels now extend into calendar 2028, while long-term supply agreements stretch through 2030.

This level of visibility substantially lowers the risk that new manufacturing investments become underutilized during an economic slowdown.

To support this unprecedented demand, Coherent invested approximately $290 million in capital expenditures during the third quarter of fiscal 2026, more than doubling spending from the prior-year period.

Importantly, this aggressive capacity expansion is backed by contractual customer commitments rather than speculative demand forecasts.

Story Continues

Operating Leverage is Beginning to Pay Off

The surge in AI-related demand is translating directly into stronger profitability.

Higher factory utilization and improved supply chain efficiencies contributed to a 163-basis-point expansion in the adjusted operating margin during the third quarter. Meanwhile, adjusted net income climbed nearly 56% year over year, highlighting the operating leverage created by rising production volumes.

As manufacturing assets become increasingly utilized, incremental revenues are flowing through to earnings at a faster pace, improving the overall quality of Coherent's financial performance.

This combination of expanding margins and stronger earnings suggests the company is benefiting not only from higher sales but also from greater operational efficiency.

Strategic Partnerships Strengthen Financial Flexibility

Coherent has also significantly strengthened its balance sheet.

A major catalyst came from NVIDIA 's NVDA $2 billion equity investment, which increased Coherent's cash balance to roughly $3 billion during the third quarter of fiscal 2026 from approximately $1.5 billion in the previous quarter.

Beyond the financial benefits, NVIDIA's investment serves as an important strategic validation of Coherent's technology and its role within the rapidly expanding AI infrastructure ecosystem.

Management has simultaneously accelerated debt reduction. During the quarter, Coherent repaid $162 million of debt, reducing its leverage ratio to 0.5X from 1.7X in the previous quarter.

Lower leverage, higher liquidity and declining interest costs collectively provide the company with considerably greater financial flexibility as it continues investing in future growth.

Premium Valuation Appears Supported by Improving Fundamentals

Coherent currently trades at approximately 37.56 times forward earnings, nearly double the industry's 21.49 times forward earnings multiple.

Zacks Investment Research                                                                     Image Source: Zacks Investment Research

At first glance, that premium valuation may appear demanding. However, investors are paying for a business that is becoming fundamentally different from the cyclical hardware manufacturer it once was. Multi-year customer commitments, record backlog, expanding margins, stronger cash generation and a healthier balance sheet are all contributing to a more predictable earnings profile.

While short-term volatility is always possible following such a strong rally, Coherent's growing exposure to AI infrastructure spending and long-term customer agreements provides a solid foundation for sustained growth over the coming years.

Coherent's Top and Bottom Line Expectations Remain Robust

Coherent's growth prospects remain compelling, supported by strong demand across AI-driven datacenter infrastructure and improving operating leverage. The Zacks Consensus Estimate projects fiscal 2026 revenues of $7.1 billion, indicating 21.5% year-over-year growth. Momentum is expected to accelerate further in fiscal 2027, with revenues forecast to increase 37.7% from the prior year.

The earnings outlook is equally impressive. The consensus estimate indicates fiscal 2026 EPS of $5.47, suggesting 55% year-over-year growth. Looking ahead, analysts expect EPS to climb another 52.5% in fiscal 2027, indicating confidence that Coherent's expanding AI-related business, improving margins and higher manufacturing utilization will continue to drive profitability.

Such robust top- and bottom-line projections reinforce the investment case that Coherent's transition toward AI infrastructure is creating a stronger, more predictable earnings profile despite the stock's premium valuation.

Peers to Watch: Lumentum and IPG Photonics

Among U.S.-listed peers, Lumentum Holdings LITE and IPG Photonics IPGP offer useful comparisons for investors evaluating Coherent. Like Coherent, both LITE and IPGP operate in optical components and photonics markets that benefit from increasing demand for high-speed data communications and advanced laser technologies. However, Coherent currently stands apart because of its unusually strong AI infrastructure exposure, record backlog extending into 2028, long-term supply agreements through 2030, and a significantly strengthened balance sheet following NVIDIA's strategic investment. These factors have helped improve earnings visibility and differentiate Coherent's growth profile within the photonics industry.

COHR Remains a Buy for Long-Term AI Investors

Coherent's remarkable rally reflects meaningful improvements in its business rather than market enthusiasm alone. The company has strengthened its revenue visibility through long-term customer commitments, expanded profitability as AI-driven demand boosts operating leverage, and reinforced its balance sheet with greater financial flexibility. Although the stock trades at a premium and could experience periodic volatility after its strong advance, its transformation into a critical supplier for AI infrastructure supports a more durable growth outlook. With robust revenue and earnings expectations, improving execution and favorable industry trends, Coherent remains an attractive buy for investors seeking long-term exposure to the expanding AI ecosystem.

COHR currently carries a Zacks Rank #2 (Buy). You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

Coherent Corp. (COHR) : Free Stock Analysis Report

NVIDIA Corporation (NVDA) : Free Stock Analysis Report

IPG Photonics Corporation (IPGP) : Free Stock Analysis Report

Lumentum Holdings Inc. (LITE) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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Saturn接入Nebius云平台

重要性3/5 中

产品整合与NBIS业务定位直接相关，但缺乏可量化的商业化证据。

标签

标的：`NBIS`来源：Simply Wall St.发布日期：2026-07-09重要性：3/5 中评级理由：产品整合与NBIS业务定位直接相关，但缺乏可量化的商业化证据。评级依据：标的直接关联, 产品发布信息, 长期预测依赖强, 客户数据缺失原文字数：773

中文摘要

核心结论

Saturn Cloud的人工智能令牌工厂平台已可在Nebius市场自助部署，文章认为这使NBIS从原始GPU算力向托管微调、兼容接口和企业安全工具延伸。作者同时指出，该集成单独不足以改变竞争格局，价格和容量竞争仍是近期风险。

重要性评级

评级：3/5（中）

产品整合直接关联NBIS的服务层级与企业客户定位，信息较新；但文章没有披露客户采用率、合同金额、收入贡献或产品性能数据。

关键事实

• Saturn Cloud称其人工智能令牌工厂可在Nebius市场自助部署。
• 集成涵盖Nebius的英伟达基础设施、托管微调、兼容OpenAI（开放人工智能公司）接口及企业级安全功能。
• 文章称Nebius AI Cloud 3.6已提升安全、治理和开发者体验。
• NBIS于5月宣布收购Eigen AI，拟将其优化能力整合到Token Factory平台。
• Simply Wall St的叙事模型假设NBIS到2029年营收245亿美元、年营收增长203.4%，并给出245.43美元公允价值；这些均为模型假设。
• 文中同时提到较低分析师预期认为，到2029年营收可能需接近191亿美元，且高资本开支会拖累盈利与自由现金流。

作者观点与证据

作者认为产品层扩展有助于NBIS提高企业吸引力和缓冲基础算力商品化压力，但并未改变由超大规模云服务商和META带来的竞争风险。证据主要是产品发布描述和网站叙事模型，没有客户反馈、使用数据或经审计财务预测。

与相关标的的关系

• NBIS：自助部署和托管工作流可能影响其产品组合、客户黏性及服务收入结构。
• NVDA：Nebius基础设施使用其硬件，但文章未说明双方新的商业条款。

时效性与限制

发布于美东时间 07/09 11:11（UTC+8 07/09 23:11）。适合作为NBIS产品能力更新；来源为自动化估值叙事，预测高度依赖长期增长和利润假设，缺少合同与采用数据。

后续跟踪

• Saturn Cloud在Nebius市场的客户数、用量和收入贡献。
• 兼容接口、微调与安全功能的定价及毛利率。
• Eigen AI收购整合的时间表和产品落地。
• NBIS面对META及超大规模云服务商的价格与容量竞争。

英文原文

Is Nebius Group (NBIS) Using Saturn Cloud To Quietly Redefine Its AI Moat?

Is Nebius Group (NBIS) Using Saturn Cloud To Quietly Redefine Its AI Moat?

Sasha Jovanovic

Thu, July 9, 2026 at 11:11 PM GMT+8 3 min read

• NBIS +1.60%

• NVDA +4.03%

• In recent days, Saturn Cloud Inc. announced that its AI token factory platform is now available for self-service deployment in the Nebius marketplace, enabling Nebius customers to deploy Saturn Cloud on Nebius's NVIDIA infrastructure with managed fine-tuning, OpenAI-compatible endpoints, and enterprise-grade security features.

• This deeper integration extends Nebius's AI Cloud ecosystem beyond raw compute into higher-value software workflows, potentially strengthening its appeal to enterprises seeking turnkey model development and deployment capabilities.

• Next, we'll examine how this expanded Saturn Cloud integration influences Nebius Group's investment narrative, particularly around differentiation in the competitive AI infrastructure market.

Explore 26 top quantum computing companies leading the revolution in next-gen technology and shaping the future with breakthroughs in quantum algorithms, superconducting qubits, and cutting-edge research.

Nebius Group Investment Narrative Recap

To own Nebius, you have to believe its full stack AI cloud can stay differentiated even as hyperscalers and big customers like Meta push into the same space. The Saturn Cloud self service launch looks helpful but not thesis changing on its own, and it does little to address the biggest near term risk: intensifying price and capacity competition in AI infrastructure after Meta's move to sell excess compute.

The most relevant recent development alongside Saturn Cloud is Nebius AI Cloud 3.6, which upgraded security, governance and developer experience. Together, these moves push Nebius further up the value chain, from raw GPUs toward managed workflows and compliance ready tooling. If enterprises adopt these higher level services at scale, they could reinforce Nebius's current growth catalysts while partly offsetting margin pressure from basic compute commoditization.

Yet, despite the excitement around AI partnerships and index inclusion, investors should also be aware that...

Read the full narrative on Nebius Group (it's free!)

Nebius Group's narrative projects $24.5 billion revenue and $819.6 million earnings by 2029. This requires 203.4% yearly revenue growth and roughly a $84 million earnings increase from $735.3 million today.

Uncover how Nebius Group's forecasts yield a $245.43 fair value , a 13% upside to its current price.

Exploring Other Perspectives

NBIS 1-Year Stock Price Chart Some of the lowest analysts were already cautious, assuming revenue might need to climb toward about US$19.1 billion by 2029, and that heavy capital spending could still leave Nebius far from their preferred earnings or free cash flow profile. In light of the Saturn Cloud news, you should weigh that more pessimistic view against the more optimistic growth story and decide which scenario feels closer to your own expectations.

Story Continues

Explore 13 other fair value estimates on Nebius Group - why the stock might be worth less than half the current price!

Decide For Yourself

Disagree with existing narratives? Extraordinary investment returns rarely come from following the herd, so go with your instincts.

• A great starting point for your Nebius Group research is our analysis highlighting 2 key rewards and 3 important warning signs that could impact your investment decision.

• Our free Nebius Group research report provides a comprehensive fundamental analysis summarized in a single visual - the Snowflake - making it easy to evaluate Nebius Group's overall financial health at a glance.

Interested In Other Possibilities?

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• Find 44 companies with promising cash flow potential yet trading below their fair value .

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This article by Simply Wall St is general in nature. We provide commentary based on historical data and analyst forecasts only using an unbiased methodology and our articles are not intended to be financial advice. It does not constitute a recommendation to buy or sell any stock, and does not take account of your objectives, or your financial situation. We aim to bring you long-term focused analysis driven by fundamental data. Note that our analysis may not factor in the latest price-sensitive company announcements or qualitative material. Simply Wall St has no position in any stocks mentioned.

Companies discussed in this article include NBIS .

Have feedback on this article? Concerned about the content? Get in touch with us directly. Alternatively, email editorial-team@simplywallst.com

打开原文

CoreWeave扩容与竞争并行

重要性2/5 中低

行业容量数据有参考价值，但NBIS仅为竞争背景，且观点与评级存在张力。

标签

标的：`NBIS`来源：Zacks发布日期：2026-07-09重要性：2/5 中低评级理由：行业容量数据有参考价值，但NBIS仅为竞争背景，且观点与评级存在张力。评级依据：行业容量数据, 相关标的间接关联, 估值数据, 直接标的非NBIS原文字数：672

中文摘要

核心结论

Zacks认为CoreWeave的签约电力、融资和人工智能工作负载扩张支持其增长，但同时列出估值偏高及盈利预期下修。NBIS在文中作为竞争者出现，其新产品和收购被描述为向代理式云服务延伸，未提供对CRWV或NBIS份额变化的实证数据。

重要性评级

评级：2/5（中低）

文章给出CRWV扩容与NBIS产品更新的数字，但直接研究对象是CRWV，且Zacks评级与乐观叙事存在张力。

关键事实

• CRWV签约电力超过3.5吉瓦，当季新增超过400兆瓦，活跃电力已超过1吉瓦，目标在2026年底超过1.7吉瓦。
• 文中称多数新增容量预计在2027年底前通过长期租约上线。
• CRWV今年已获得超过200亿美元债务和股权融资，并新增Vera Rubin、Blackwell、Hopper和Ampere相关业务。
• CRWV年初至今上涨25.6%，而互联网软件服务行业下跌8.7%。
• CRWV市净率为8.46倍，高于行业4.67倍；当前年度盈利一致预期过去60天下调，Zacks评级为4级。
• 文中称NBIS推出Nebius AI Cloud Aether 3.6和Nebius Echo，并于5月签约收购Eigen AI。

作者观点与证据

作者的主张是算力需求、容量转换和融资能力让CRWV处于有利位置；支撑是管理层列示的电力、融资和工作负载数据。Zacks同时披露估值与盈利预期下修，说明乐观经营叙事没有消除估值风险；对NBIS的描述为竞争背景。

与相关标的的关系

• NBIS：产品、企业安全和模型优化能力被列为新型人工智能云竞争者的动态。
• CRWV：签约电力、融资与估值讨论的直接对象。
• MSFT：作为Azure容量扩展的行业背景，文中未给出对NBIS的直接影响。

时效性与限制

发布于美东时间 07/09 10:53（UTC+8 07/09 22:53）。可用于人工智能云行业容量和估值背景；数据多来自管理层表述，原文未披露签约电力的可用率、资本开支和客户集中度。

后续跟踪

• CRWV签约电力转为活跃容量的进度。
• CRWV盈利预期、融资成本及市净率变化。
• NBIS新产品和Eigen AI整合的客户采用情况。
• 行业新增容量是否缓解算力短缺。

英文原文

AI Demand is Exploding: Why CoreWeave is Well-Positioned to Win

AI Demand is Exploding: Why CoreWeave is Well-Positioned to Win

Zacks Equity Research

Thu, July 9, 2026 at 10:53 PM GMT+8 3 min read

• CRWV -0.91%

• MSFT +0.19%

• NBIS +1.60%

As organizations race to build and deploy increasingly sophisticated AI models, the need for massive computing power seems to compound. This growing demand has created an emerging opportunity for AI-focused cloud infrastructure providers, like CoreWeave, Inc. CRWV.

Management highlighted four key themes –rising AI demand across hyperscalers and enterprises, a broader platform supporting training, inference, agentic AI workloads, rapid infrastructure expansion with more than 3.5 GW of contracted power and stronger financing that has secured more than $20 billion in debt and equity this year. AI workloads are shifting from training to inference and enterprise production, driving deeper commitments from existing customers while attracting new enterprise clients. This momentum fueled record backlog additions in the first quarter, including initial Vera Rubin deals alongside continued deployment of Blackwell, Hopper and Ampere capacity, with most of the new business expected to support its 2027 growth targets.

CoreWeave's aggressive infrastructure expansion is a key competitive advantage. It continues to strengthen its competitive edge by rapidly converting scarce AI infrastructure into revenue-generating AI cloud capacity. CRWV surpassed 1 GW of active power in the quarter and remains on track to exceed 1.7 gigawatts by the end of 2026. During the quarter, CoreWeave added more than 400 MW of contracted power, increasing its total to over 3.5 GW, with most of the capacity expected to come online by the end of 2027 through long-term lease agreements.

With strong customer demand, strategic global expansion, innovative AI services and partnerships with leading technology companies, CoreWeave appears well-positioned to capitalize on the AI infrastructure boom.

CRWV's AI Dominance Faces Fierce Rivals

Nebius Group N.V. NBIS recently unveiled Nebius AI Cloud Aether 3.6, a wide range of enhancements focused on developer productivity, enterprise-grade security, governance and storage performance. The release also marks the debut of Nebius Echo, an AI-powered infrastructure assistant that represents NBIS' vision for agentic cloud computing. To strengthen its position in the rapidly evolving AI cloud market, NBIS inked an agreement to acquire Eigen AI, in May. By integrating Eigen AI's optimization stack into its Token Factory platform, NBIS aims to create a vertically integrated AI inference ecosystem that combines massive compute infrastructure, advanced model optimization and enterprise-ready deployment pipelines.

Story Continues

Microsoft MSFT capitalizes on AI business momentum and Copilot adoption alongside Azure cloud infrastructure expansion. The Azure AI platform continues to benefit from demand across AI and non-AI services, with customer demand exceeding available capacity. It added another GW of capacity during the quarter and remains on track to double its overall data center footprint within two years. New data center investments were announced across four continents. In May, it signed new agreements with U.S. and U.K. government partners, the Center for AI Standards and Innovation and the AI Security Institute to advance AI testing and safety evaluation frameworks.

CRWV's Price Performance and Estimates

Shares of CoreWeave have gained 25.6% year to date against the Internet Software industry's fall of 8.7%.

Zacks Investment Research

Image Source: Zacks Investment Research

In terms of Price/Book, CRWV's shares are trading at 8.46X, higher than the Internet Software Services industry's 4.67X.

Zacks Investment Research

Image Source: Zacks Investment Research

The Zacks Consensus Estimate for CRWV's earnings for the current year has been revised downward over the past 60 days.

Zacks Investment Research

Image Source: Zacks Investment Research

CRWV currently carries a Zacks Rank #4 (Sell).

You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here .

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

CoreWeave Inc. (CRWV) : Free Stock Analysis Report

Microsoft Corporation (MSFT) : Free Stock Analysis Report

Nebius Group N.V. (NBIS) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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COHR增长预期与依据

重要性2/5 中低

与COHR存在直接点名，但实质内容是ABM研究中的评级附带信息。

标签

标的：`COHR`来源：Zacks发布日期：2026-07-09重要性：2/5 中低评级理由：与COHR存在直接点名，但实质内容是ABM研究中的评级附带信息。评级依据：标的直接相关, 证据有限, 背景材料原文字数：639

中文摘要

核心结论

文章以ABM的经营改善为主线，仅将COHR（Coherent光电与材料公司）列为Zacks较高评级的同业候选，给出长期盈利增长预期与历史业绩超预期数据；它不是COHR的独立基本面研究。

重要性评级

评级：2/5（中低）。COHR直接数据只有评级、长期增长预期和历史业绩表现，缺少当期业绩、订单或估值证据。

关键事实

• ABM过去三个月上涨13.4%，同期行业上涨1.8%，标普500指数上涨10.8%。
• Zacks称ABM上半年销售预订额达12亿美元，第二财季有机收入同比增长6.1%。
• ABM收购WGNSTAR后，其半导体市场有机收入实现高双位数增长。
• 文中列示COHR的长期盈利增长预期为46.8%，过去四个季度平均盈利超预期6.2%。
• Zacks给予COHR第2级评级，ABM为第3级评级。

作者观点与证据

作者以ABM销售、现金流和指引说明其股价表现，再把COHR列入“较高评级股票”。COHR结论主要来自Zacks评级体系及历史盈利超预期，未提供评级形成方法或最新公司披露。

与相关标的的关系

COHR是文中被点名的光通信与材料公司，但没有与ABM业务形成直接传导关系；该文只能补充市场对其长期盈利的第三方预期。

时效性与限制

发表于美东时间 07/09 10:24（UTC+8 07/09 22:24）。COHR数据未标注观测日期，且文章核心对象是ABM，适合作为低权重背景引用。

后续跟踪

• COHR下一次业绩披露中的收入和盈利变化。
• 光互连、收发器及非收发器业务的订单数据。
• 评级目标和盈利预期是否更新。

英文原文

ABM Stock Gains 13% in 3 Months: Here

ABM Stock Gains 13% in 3 Months: Here's What You Should Know

Zacks Equity Research

Thu, July 9, 2026 at 10:24 PM GMT+8 3 min read

• ^GSPC

+0.42%

• ABM

+0.38%

• COHR

-0.84%

ABM ABM stock has had an impressive run over the past three months. The company's shares have ascended 13.4%, outpacing the industry's 1.8% rise and the Zacks S&P 500 Composite's 10.8% rally.

3-Month Share Price Performance

Zacks Investment Research                                                    Image Source: Zacks Investment Research

Let us delve into the factors that have contributed to the company's outperformance.

Unprecedented Sales & Organic Revenue Expansion

In the second quarter of fiscal 2026, ABM achieved a record $1.2 billion in sales bookings for the first half of the year. This indicates strong market demand for its services and the success of its customer acquisition strategies.

In the first quarter of fiscal 2026, ABM's organic revenues grew 5.5% year over year, moving up to 6.1% in the following quarter. Capitalizing on the lofty sales bookings, expectations around sustained momentum in organic revenues, which support the top line, are further solidified.

WGNSTAR Buyout Completion

ABM completed the WGNSTAR acquisition at the beginning of the second quarter of fiscal 2026. This buyout bolstered the company's presence within the semiconductor fabrication environment.

During the second-quarter fiscal 2026 earnings call, Scott Salmirs, president, CEO and director, stated that the company has landed "tens of millions of dollars in new business," hinting at the immediate benefits enjoyed from ABM's market strength, facilitated by WGNSTAR. Moreover, this buyout led to delivering high double-digit growth in organic revenues across the company's semiconductor market.

FCF Recovery Bolsters Liquidity

The company ended the second quarter of fiscal 2026 with a current ratio of 1.46. A current ratio exceeding 1 bodes well with investors as it suggests efficient coverage of short-term obligations. ABM's liquidity position is better than its peers, as evidenced by an industry average of 1.13.

Zacks Investment Research                                                                  Image Source: Zacks Investment Research

ABM recorded $71.2 million in free cash flow (FCF) for the first six months of 2026 compared with the preceding year's negative FCF of $107.8 million. It marks a hefty FCF enhancement worth nearly $180 million in the first six months. As the company recovered FCF, it raised management's prospects to pay off short-term obligations, bolstering ABM's liquidity position.

Reaffirmed 2026 Outlook Raises Investors' Rapport

In the second quarter of fiscal 2026, ABM reaffirmed its full-year outlook, aiming at the top end of 3-4% organic growth and a 4-5% top-line improvement. The reaffirmed guidance indicates consistency that accumulates premium in the market. Investors gain confidence as sticking to a growth rate is a sign of a competitive moat and a resilient business model. ABM's outlook acts as a safety net that leads to an increase in stock prices.

Story Continues

Zacks Rank & Stocks to Consider

ABM currently carries a Zacks Rank #3 (Hold).

Some better-ranked stocks in the broader Zacks Business Services sector are Coherent Corp. COHR and AppLovin APP.

Coherent presently carries a Zacks Rank #2 (Buy). You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

COHR has a long-term earnings growth expectation of 46.8%.

Coherent delivered a trailing four-quarter earnings surprise of 6.2% on average.

AppLovin currently has a Zacks Rank of 2. APP has a long-term earnings growth expectation of 38.8%.

AppLovin delivered a trailing four-quarter earnings surprise of 8.4%, on average.

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

ABM Industries Incorporated (ABM) : Free Stock Analysis Report

Coherent Corp. (COHR) : Free Stock Analysis Report

AppLovin Corporation (APP) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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风险偏好短暂回流成长板块

重要性1/5 低

仅提供笼统市场情绪描述，缺乏价格、资金流和可复核样本。

标签

标的：`SOXX`来源：Barrons.com发布日期：2026-07-09重要性：1/5 低评级理由：仅提供笼统市场情绪描述，缺乏价格、资金流和可复核样本。评级依据：时效性, 证据强度不足, 背景材料原文字数：73

中文摘要

核心结论

文章仅报告华尔街对高风险股票的回避持续时间很短，动量、风险和成长因子交易所交易基金（ETF）重新居于表现前列，缺少足以解释行情持续性的细节。

重要性评级

评级：1/5（低）

与SOXX及风险资产情绪有弱关联，但原文仅一段概述，没有资金、价格或持仓证据。

关键事实

• 文章称市场曾短暂避开高风险股票。
• 表现最好的因子ETF集中于动量、风险或成长风格。
• 元数据关联SOXX、比特币（BTC-USD）和MEME等风险偏好标的。
• 正文未给出具体涨跌幅、资金流、样本范围或时间窗口。

作者观点与证据

作者将因子ETF表现概括为风险偏好回归。该判断没有列出基金名称、收益率或比较基准，证据强度较低。

与相关标的的关系

SOXX可受成长和风险偏好变化影响，但文章没有提供SOXX的直接价格、资金流或成分股信息，关联仅属市场风格背景。

时效性与限制

发布于美东时间07/09 10:22（UTC+8 07/09 22:22）。内容时效较近，但正文极短且无延伸数据，适合保留为情绪线索，不能单独支持板块判断。

后续跟踪

• 动量、成长和高波动ETF的实际收益及资金流。
• SOXX与大盘成长指数的相对表现。
• 风险资产走强是否延续至下一个交易日。

英文原文

Risk Is Back on the Menu

Risk Is Back on the Menu

Risk Is Back on the Menu · Barrons.com · Marketwatch

Barrons.com

Thu, July 9, 2026 at 10:22 PM GMT+8 1 min read

• SOXX

-0.06%

• MEME

-1.31%

• BTC-USD

+0.34%

Wall Street took a detour from riskier stocks that didn't last long. The top performing ETFs focused on stocks with particular qualities, or factors, were all centered on either momentum, risk, or growth.

Continue Reading

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Nebius纳指纳入后的估值压力

重要性3/5 中

NBIS估值和指数纳入直接相关，但关键价值结论依赖网站模型。

标签

标的：`NBIS`来源：Simply Wall St.发布日期：2026-07-09重要性：3/5 中评级理由：NBIS估值和指数纳入直接相关，但关键价值结论依赖网站模型。评级依据：标的直接关联, 指数纳入事件, 估值数据, 模型假设限制原文字数：771

中文摘要

核心结论

Simply Wall St认为NBIS纳入纳斯达克100和推出新人工智能产品有助于维持关注度，但高估值、资本需求与META竞争使其公允价值叙事承受压力。该站点最常见模型给出245.43美元公允价值、较216.48美元收盘价高11.8%，同时其75.4倍市盈率显著高于行业与同业参照。

重要性评级

评级：3/5（中）

NBIS是直接对象，涵盖指数纳入、近期涨幅和估值参数；公允价值来自网站叙事模型，不是公司指引或一致预期。

关键事实

• NBIS已纳入纳斯达克100，文章称指数基金资金可能随之关注该股。
• 文中称NBIS年初至今上涨140.67%，过去90日上涨58.79%。
• 该站点最常见的公允价值叙事为245.43美元，较最近收盘价216.48美元高11.8%。
• NBIS当前市盈率为75.4倍，高于美国软件行业28.9倍、同业37.9倍及文中所谓公平比率71倍。
• 文章将人工智能云基础设施高增长、长期合同和数据中心建设的资本需求列为估值前提与风险。
• META进入云计算业务被列为竞争加剧的背景。

作者观点与证据

作者呈现“指数纳入和产品扩张支持增长”与“高市盈率、资本支出和竞争压缩利润”两种叙事。价格、涨幅和估值倍数是可核对数字；245.43美元公允价值依赖未来收入、利润率及估值倍数假设，文章没有独立验证。

与相关标的的关系

• NBIS：指数纳入、近期价格表现和估值分析的直接对象。
• META：作为潜在云服务竞争者，可能影响NBIS长期价格和利润率假设；文章未给出具体竞争合同。

时效性与限制

发布于美东时间 07/09 10:14（UTC+8 07/09 22:14）。适合在NBIS纳入指数后观察估值与资金流叙事；未披露指数资金实际流入、估值模型明细及新产品收入。

后续跟踪

• 纳斯达克100纳入后的被动资金流和成交结构。
• NBIS收入增长、资本开支与自由现金流。
• 市盈率相对软件同业的变化。
• META云服务推进及客户竞争情况。

英文原文

Can Nebius Group (NBIS) Justify Its Valuation Following Nasdaq 100 Inclusion And New AI Launches?

Can Nebius Group (NBIS) Justify Its Valuation Following Nasdaq 100 Inclusion And New AI Launches?

Simply Wall St

Thu, July 9, 2026 at 10:14 PM GMT+8 3 min read

• NBIS

+1.60%

• META

+5.97%

Get insights on thousands of stocks from the global community of over 7 million individual investors at Simply Wall St.

Nebius Group (NasdaqGS:NBIS) has been added to the Nasdaq-100, a shift that often draws in index-linked capital, just as the company rolls out new AI offerings and faces fresh competition from Meta Platforms.

See our latest analysis for Nebius Group.

The recent index inclusion and AI product launches come after a volatile stretch, with Nebius Group's share price up 140.67% year to date and 58.79% over 90 days. Over 1 year, the total shareholder return is very large, suggesting strong but choppy momentum as investors reassess growth prospects and competitive risks.

If Nebius's AI story has your attention, it can be useful to see what else is moving in the space by reviewing 52 AI infrastructure stocks

Nebius Group is now in the Nasdaq-100 after a sharp run and a pullback on Meta related headlines. The question is whether to accept today's price or hold out for a cleaner entry as volatility settles into fundamentals.

Most Popular Narrative: 11.8% Undervalued

With Nebius Group last closing at $216.48 against a most followed narrative fair value of $245.43, the gap centers on aggressive AI infrastructure and earnings assumptions.

The current valuation assumes Nebius Group can sustain hyper growth in AI compute infrastructure, but market-wide demand for AI and machine learning clouds is attracting intense competition and accelerating adoption of open-source technologies, which could drive pricing pressure and erode margins over the next several years, directly impacting long-term profitability and gross margins.

Read the complete narrative.

Want to see what justifies that higher fair value? The narrative focuses on rapid revenue expansion, shrinking margins, and a rich future earnings multiple that rivals premium software leaders.

Result: Fair Value of $245.43 (UNDERVALUED)

Have a read of the narrative in full and understand what's behind the forecasts.

However, Nebius Group's premium P/E assumptions and heavy capital needs, from multi year AI contracts to data center buildouts, could pressure margins and challenge the underpriced narrative.

Find out about the key risks to this Nebius Group narrative.

Another View on Nebius Group's Valuation

The fair value narrative suggests Nebius Group is 11.8% undervalued, but the current P/E of 75.4x tells a tougher story. That is higher than the US Software industry at 28.9x, above peers at 37.9x, and above a fair ratio of 71x, which points to valuation risk if sentiment cools.

Story Continues

Before leaning on any one method, it is worth stress testing whether those premium multiples feel justified for your own time horizon and risk tolerance, or whether they leave less room for error if growth or AI enthusiasm slows.

See what the numbers say about this price — find out in our valuation breakdown.

NasdaqGS:NBIS P/E Ratio as at Jul 2026

Next Steps

If this Nebius Group story feels finely balanced between risk and opportunity, take a closer look at the data now and shape your own view with 2 key rewards and 3 important warning signs .

Looking for more investment ideas beyond Nebius Group?

If Nebius Group has sharpened your appetite for opportunities, do not stop here. Widen your search with focused screeners that surface stocks aligned with your own priorities.

• Target potential mispricing and hunt for companies that combine quality with room to rerate by scanning 44 high quality undervalued stocks .

• Strengthen your income stream and focus on reliability by reviewing 9 dividend fortresses that aim to keep distributions flowing.

• Dial down risk and prioritize resilience by filtering for 72 resilient stocks with low risk scores before the crowd turns its attention to them.

This article by Simply Wall St is general in nature. We provide commentary based on historical data and analyst forecasts only using an unbiased methodology and our articles are not intended to be financial advice. It does not constitute a recommendation to buy or sell any stock, and does not take account of your objectives, or your financial situation. We aim to bring you long-term focused analysis driven by fundamental data. Note that our analysis may not factor in the latest price-sensitive company announcements or qualitative material. Simply Wall St has no position in any stocks mentioned.

Companies discussed in this article include NBIS .

Have feedback on this article? Concerned about the content? Get in touch with us directly. Alternatively, email editorial-team@simplywallst.com

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美光材料投资带动格芯情绪

重要性3/5 中

材料供应链投资与GFS有关且具时效性，但GFS受益没有直接合同证据，需降低结论权重。

标签

标的：`GFS`来源：InvestorsHub发布日期：2026-07-09重要性：3/5 中评级理由：材料供应链投资与GFS有关且具时效性，但GFS受益没有直接合同证据，需降低结论权重。评级依据：本土300毫米晶圆产能相关, GFS非交易直接方, 协议尚待完成原文字数：366

中文摘要

核心结论

文章称美光拟向GlobalWafers提供5亿美元战略融资并签署十年供货协议，带动市场对美国本土晶圆材料供应链的关注，GFS股价据称涨6%。GFS未被列为该公告直接方，受益逻辑建立在其与GlobalWafers既有合作之上。

重要性评级

评级：3/5（中）

美国300毫米硅晶圆产能与GFS供应链相关，事件新近；对GFS的传导为市场联想，缺少合同或金额证据。

关键事实

• 美光计划投资最多30亿美元强化美国半导体供应链。
• 美光拟向GlobalWafers提供5亿美元战略融资，支持其得州谢尔曼300毫米硅晶圆厂建设。
• 双方拟签订十年供应协议，保障美光取得晶圆产能。
• 文章称GFS股价涨6%，理由是GlobalWafers与GFS已有长期战略合作和多年供应协议。
• 拟议协议仍待正式文件、监管批准及交割条件满足。

作者观点与证据

作者认为GlobalWafers的美国扩产及与GFS既有关系可改善对GFS供应链的预期。美光—GlobalWafers融资与供应协议应以双方公告核验；GFS受益并未由公告直接确认，属于二级推断。

与相关标的的关系

GFS为直接标的，但未参与本文所述融资或十年协议。若GlobalWafers美国300毫米供给增加，可能改善其材料供应韧性，实际影响取决于GFS具体采购安排。

时效性与限制

文章发布于美东时间07/09 09:57（UTC+8 07/09 21:57）。InvestorsHub报道未给出GFS既有协议的条款，且交易尚未完成，不能将股价反应视为经营结果。

后续跟踪

• 美光与GlobalWafers的正式协议及监管进度。
• 谢尔曼工厂投产时间、客户认证和产能。
• GFS与GlobalWafers现有供应协议及采购披露。

英文原文

GlobalFoundries Shares Rise After Micron Expands U.S. Semiconductor Supply Chain Investment (GFS)

GlobalFoundries Shares Rise After Micron Expands U.S. Semiconductor Supply Chain Investment (GFS)

Fiona Craig

Thu, July 9, 2026 at 9:57 PM GMT+8 2 min read

• MU

-1.24%

• GFS

-1.06%

• 6488.TWO

+9.76%

Semiconductor ©PickPik

Micron Investment Boosts Confidence in U.S. Chip Manufacturing

GlobalFoundries Inc. (NASDAQ:GFS) shares climbed 6% after Micron Technology Inc. (NASDAQ:MU) unveiled plans to invest up to $3 billion to strengthen the U.S. semiconductor supply chain.

As part of the initiative, Micron will provide $500 million in strategic financing to GlobalWafers Co., Ltd. to support construction of its 300mm silicon wafer manufacturing facility in Sherman, Texas. The companies also intend to enter into a 10-year supply agreement that will secure long-term access to wafer production capacity for Micron.

Existing Partnership Supports Positive Sentiment

Although GlobalFoundries was not directly referenced in Micron's announcement, investors responded positively because GlobalWafers has an established long-term strategic partnership and multi-year supply agreement with GlobalFoundries.

That relationship positions GlobalFoundries to benefit from continued investment in domestic semiconductor manufacturing as the U.S. expands its chip production capabilities.

Micron's broader investment strategy is designed to strengthen the availability of critical manufacturing materials while supporting rising demand for advanced memory and storage products driven by artificial intelligence and other data-intensive technologies.

"Securing a reliable supply of critical input materials is essential to supporting Micron's long-term growth and technology roadmap," said Ben Tessone, senior vice president and chief procurement officer at Micron Technology.

Long-Term Collaboration Continues to Expand

GlobalWafers said the latest agreement builds on an already well-established relationship between the two companies.

"Micron has long been an important partner of GlobalWafers, and we are honored to further deepen our strategic collaboration and jointly support the stable supply of critical materials for the semiconductor industry," said Doris Hsu, Chairperson and CEO of GlobalWafers.

GlobalWafers is currently the only supplier participating in the CHIPS for America Program capable of producing advanced 300mm raw silicon wafers within the United States.

The proposed agreement remains subject to definitive documentation, customary regulatory approvals and standard closing conditions. The companies also plan to explore joint development of next-generation wafer technologies and future semiconductor manufacturing processes.

Global Foundries stock price

Micron Technology stock price

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地缘紧张下芯片盘前反弹

重要性1/5 低

主题涉及半导体和地缘风险，但正文严重缺失，无法验证主要陈述。

标签

标的：`SOXX`来源：MT Newswires发布日期：2026-07-09重要性：1/5 低评级理由：主题涉及半导体和地缘风险，但正文严重缺失，无法验证主要陈述。评级依据：时效性, 标的相关性, 付费墙限制, 证据强度不足原文字数：96

中文摘要

核心结论

文章标题称美国与伊朗紧张局势下芯片股反弹、盘前股指期货分化，但可访问正文只保留SPY（标普500交易所交易基金）约涨0.3%的片段，无法据此确认板块驱动或幅度。

重要性评级

评级：1/5（低）

覆盖SOXX及广泛市场ETF，发布时间较近；付费墙截断了核心内容，证据不可充分核验。

关键事实

• 标题指向07/09盘前ETF走高、股指期货分化和芯片股反弹。
• 可见正文称SPY约涨0.3%。
• 元数据关联SOXX、QQQ、SPY、IWM、GLD、USO及多类行业ETF。
• 原文显示为付费内容，正文在首句后中断。

作者观点与证据

标题暗示地缘风险与芯片反弹并存，但可见内容没有提供因果证据、个股变动或官方消息来源。任何事件归因均无法从存档正文验证。

与相关标的的关系

SOXX和科技ETF可能受盘前芯片行情影响，但文章没有提供SOXX报价或成分股数据。SPY的可见涨幅只反映宽基市场盘前状态。

时效性与限制

发布于美东时间07/09 09:12（UTC+8 07/09 21:12）。适合标记当时的盘前背景；MT Newswires付费墙使事实层不完整，不能作为地缘事件对半导体影响的独立依据。

后续跟踪

• 当日SOXX、QQQ和SPY的正式收盘表现。
• 美国与伊朗相关消息的原始公告。
• 芯片股反弹是否有公司业绩或行业数据支持。

英文原文

Exchange-Traded Funds Higher, Equity Futures Mixed Pre-Bell Thursday as Chip Stocks Rebound Despite US-Iran Tensions

PREMIUM

Exchange-Traded Funds Higher, Equity Futures Mixed Pre-Bell Thursday as Chip Stocks Rebound Despite US-Iran Tensions

MT Newswires

Thu, July 9, 2026 at 9:12 PM GMT+8 4 min read

• QQQ

+0.32%

• SPY

+0.43%

• ^GSPC

+0.42%

• ^DJI

+0.29%

• ^IXIC

+0.29%

The broad market exchange-traded fund SPDR S&P 500 ETF Trust (SPY) was up 0.3%, and the actively tra

PREMIUM

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英伟达相对抗跌的条件边界

重要性3/5 中

直接覆盖NVDA与SOXX的近期分化及关键风险条件，数字具体但结论偏评论性。

标签

标的：`SOXX`来源：24/7 Wall St.发布日期：2026-07-09重要性：3/5 中评级理由：直接覆盖NVDA与SOXX的近期分化及关键风险条件，数字具体但结论偏评论性。评级依据：时效性, 标的直接相关性, 事实密度, 证据限制原文字数：971

中文摘要

核心结论

文章认为英伟达（NVDA）在近期半导体回撤中相对抗跌，原因包括31倍滚动市盈率、软件生态及后续产品周期；这一表现仍高度依赖超大规模云厂商持续增加资本开支。

重要性评级

评级：3/5（中）

直接涉及NVDA与SOXX，给出相对表现和估值数字；关于护城河与抗跌性的结论主要是作者主观判断。

关键事实

• 文章称过去一周SOXX跌逾8%，NVDA同期涨近6%。
• NVDA滚动市盈率略高于31倍，SOXX约40倍。
• 作者将CUDA（软件生态）和NVLink等产品生态视为相对韧性的支撑。
• 文中称英伟达近六个月相对纳斯达克100和标普500表现落后。
• 文章把“Vera Rubin”产品周期列为未来盈利增长因素。
• 作者认为任一超大规模云厂商冻结资本开支，都可能触发AI相关股票快速重估。

作者观点与证据

作者偏向将NVDA视为半导体板块中相对防御的公司，证据是近期相对收益、估值倍数和软件生态。云厂商资本开支冻结的冲击属于情景推演，原文没有提供订单或客户预算变化证据。

与相关标的的关系

NVDA为直接主体；SOXX用作行业回撤基准。若云厂商资本开支预期改变，二者均可能受影响，但SOXX的成分股结构与NVDA不同。

时效性与限制

发布于美东时间07/09 09:08（UTC+8 07/09 21:08）。适合解释当周相对走势；来源为24/7 Wall St.，含推广段落，市盈率和周度收益应与最新行情及公司披露核对。

后续跟踪

• 云厂商对AI数据中心资本开支的最新指引。
• NVDA收入、毛利率和新产品供给节奏。
• NVDA相对SOXX的收益及估值差。
• AI基础设施订单是否出现延后或缩减信号。

英文原文

Why NVIDIA Might Be Immune to the Semiconductor Sell-Off

Why NVIDIA Might Be Immune to the Semiconductor Sell-Off

Joey Frenette

Thu, July 9, 2026 at 9:08 PM GMT+8 5 min read

• NVDA

+4.03%

• SOXX

-0.06%

Quick Read

• While the semiconductor ETF dropped 8% in a week, Nvidia gained 6%, trading more like a Magnificent Seven member than a typical chip stock.

• Nvidia's 31x trailing P/E offers a meaningful valuation cushion against the semiconductor ETF's 40x, with Vera Rubin earnings growth still ahead.

• A single hyperscaler signaling a CapEx freeze could shatter Nvidia's resilience and trigger a panic-driven rotation away from AI stocks.

• Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

It's been an unforgiving past week for the iShares Semiconductor ETF ( NASDAQ:SOXX ), down just over 8%, even with the 3.6% bounce on Wednesday. Meanwhile, shares of Nvidia ( NASDAQ:NVDA ) are up close to 6%, a stark contrast to the action we've seen in the semis of late.

In many ways, it feels like Nvidia trades more like a member of the Magnificent Seven than like just another semiconductor firm. Given its wide economic moat and opportunities that go far beyond chips, perhaps Nvidia deserves to rally on the up days for the semis while being mostly spared from the pain when the semis implode.

wellesenterprises / iStock Since the start of the year, Nvidia hasn't really traded closely with the hotter iShares Semiconductor ETF. With the GPU giant missing the boat on the way up, perhaps it should come as no surprise to see the firm being spared from the latest wave of selling that hit the semiconductor scene so suddenly.

Nvidia's been surprisingly resilient amid the latest round of semi volatility

While it's far too soon to tell if Nvidia is immune to the semiconductor sell-off, something I mentioned in passing in a prior piece covering the AI chip giant, I do think that the company is behaving more like a defensive play on the chip scene.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

And once momentum does reverse course, I do view Nvidia as a firm that could outperform by losing less ground than its more cyclical peers that lack that software moat. Whether we're talking about the CUDA lock-in or other profoundly powerful tools that enable new technological trends (think NVQLink), it's clear that Nvidia is just a cut above many of the far-hotter DRAM or NAND makers.

Beyond its more magnificent attributes that go above the hardware layer, and its many partnerships with some of the best forces across the AI scene, Nvidia has arguably already paid its dues in the past six months, with shares dragging their feet not only relative to the red-hot semis, but the Nasdaq 100, the S&P 500, and even Coca-Cola ( NYSE:KO ), which posted is up 20% year to date.

Story Continues

Will Nvidia's resilience continue if the semi sell-off gets really bad?

Just because Nvidia shares have been incredibly resilient thus far doesn't mean they can't suddenly fall in sympathy with the rest of the semi scene. But, unlike most other pricier semi plays, Nvidia has that lower valuation that it can fall back on.

The stock trades at just north of 31.0 times trailing price-to-earnings (P/E) while the iShares Semiconductor ETF goes for a closer to 40.0 times trailing P/E.

I don't think it makes a lot of sense for Nvidia to go for a discount when it's arguably the most dominant company in the semi waters, with a visionary leader in Jensen Huang whose leadership deserves to go for a big, fat premium to the industry, at least in my view.

With that lower valuation cushion and lots of earnings-growth fuel as the "Vera Rubin boom" arrives, I do think Nvidia might be the only semi stock to "safely" reach for at a time like this, when investors fear higher rates and a peaking out of the hyper-cylical chip plays.

The bear case is still quite scary for Nvidia shareholders

Where Nvidia's relative resilience could collapse, though, is if hyperscalers hint at tying future CapEx to the ROIs that flow in.

Indeed, you don't even need a hyperscaler to step up to the podium to announce that CapEx is coming down or staying at a ceiling for the semis, including Nvidia, to enter a vicious, panic-driven sell-off. I have no idea when or if the hyperscalers will start getting serious about monetization.

When the Fed started raising rates back in 2022, much of big tech looked to layoffs in what was a year of efficiency after overhiring in the years prior. Could the same happen to AI, especially now that they've cut costs elsewhere to keep their AI CapEx in a competitive spot? Time will tell.

Either way, a CapEx freeze from one hyperscaler, I think, might be enough to cause a panic and perhaps a violent rotation away from AI and towards less-CapEx-intensive businesses outside of tech. Over the long run, I expect CapEx to shoot higher.

But does that mean one "freeze" year is off the table? In my view, one AI winter might be the healthiest thing for the AI revolution from a long-term perspective.

The bottom line

So, in short, Nvidia looks immune this past week, and while it could continue to be a better chip stock to own amid volatility, I think all bets are off should a hyperscaler stop raising the bar on CapEx.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

Contact editorial@247wallst.com for any questions or corrections.

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Micron加快美国投资，纽约晶圆厂完成首次混凝土浇筑

重要性未评级

标签

标的：`MU`来源：Micron Technology发布日期：2026-07-09重要性：未评级原文字数：5

中文摘要

• Micron 将计划中的美国晶圆厂及技术投资提高至2035年前超过2500亿美元。
• 纽约州 Clay 项目完成首次混凝土浇筑，较原计划提前一个季度以上，由场地准备转入垂直施工。
• 公司计划最多投入30亿美元发展支持其美国制造布局的本土半导体供应链生态。
• 爱达荷州首座厂预计2027年年中首次产出晶圆，第二座厂预计2028年末；弗吉尼亚厂已开始1α DDR4初期生产。

英文原文

Micron Accelerates U.S. Investments, Pours First Concrete at New York Fab

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Cramer聚焦Nebius合同执行

重要性2/5 中低

合同金额线索重要，但内容是评论节目的二次转述，需以公司披露核验。

标签

标的：`NBIS`来源：Insider Monkey发布日期：2026-07-09重要性：2/5 中低评级理由：合同金额线索重要，但内容是评论节目的二次转述，需以公司披露核验。评级依据：标的直接关联, 合同金额线索, 评论来源, 缺少原始合同证据原文字数：345

中文摘要

核心结论

吉姆·克莱默将NBIS描述为人工智能云服务的重要参与者，重点提及英伟达持股、META的长期容量协议和微软客户关系，同时把执行能力列为关键问题。文章也引用他在06/09的较早表态：市场环境转弱时，他对NBIS的短线投机态度转为谨慎，显示节目观点并非稳定的基本面结论。

重要性评级

评级：2/5（中低）

NBIS直接相关且包含合同金额线索，但内容为电视主持人评论的二次转述，未提供合同原件、收入确认或交付进度。

关键事实

• 文中称英伟达于3月对NBIS投资20亿美元。
• 文中称META与NBIS签署最长5年的协议，金额最高270亿美元，其中120亿美元为专用容量，最多150亿美元为额外容量，交付自2027年开始。
• 文中称微软是NBIS重要客户，未披露合同金额。
• 克莱默称NBIS年初至今上涨超过150%，并认为其收入增速可能快于CRWV。
• 在06/09节目中，克莱默称市场环境变化后应降低对NBIS的投机性关注。

作者观点与证据

文章倾向放大克莱默对NBIS增长、客户和执行力的看法，证据来自节目引语。20亿美元投资和270亿美元协议是重要事实线索，但文章没有链接英伟达、META或NBIS的正式公告，也没有说明协议是否为已确认收入。

与相关标的的关系

• NBIS：客户合同、执行和估值是直接主题。
• META、MSFT、NVDA：分别被描述为容量客户、客户和投资者，构成NBIS需求与融资叙事。
• CRWV：作为收入增速的比较对象，文中没有财务口径对照。

时效性与限制

发布于美东时间 07/09 08:19（UTC+8 07/09 20:19）。可作为市场叙事和合同核查线索；主持人言论、二次转载和未附原始合同降低了证据强度。

后续跟踪

• META容量协议的交付、最低承诺和收入确认。
• 英伟达投资后的持股、合作与锁定安排。
• NBIS客户集中度、产能建设和毛利率。
• 微软合作的合同规模与执行进度。

英文原文

Jim Cramer on Nebius: “The Stock’s Been a Juggernaut”

Jim Cramer on Nebius: “The Stock’s Been a Juggernaut”

Syeda Seirut Javed

Thu, July 9, 2026 at 8:19 PM GMT+8 2 min read

• NBIS

+1.60%

• META

+5.97%

• NVDA

+4.03%

• CRWV

-0.91%

• MSFT

+0.19%

Nebius Group N.V. (NASDAQ: NBIS ) was among Jim Cramer's stock calls on Mad Money, as he highlighted the AI opportunities in neoclouds . Cramer highlighted the company's deals with the mega-cap companies, as he commented:

Next up is Nebius. It also has the Jensen Huang seal of approval, as NVIDIA took a $2 billion stake in this March. Its revenue's also set to ramp even more aggressively than CoreWeave's. Nebius… Meta signed… a five-year deal worth up to $27 billion, including $12 billion of dedicated capacity and up to $15 billion of additional capacity with delivery starting in 2027. It also has Microsoft as a major customer… The stock's been a juggernaut, too, up more than 150% year to date. While it's gotten a bit more expensive on some metrics, the growth is incredible, and the biggest question now remains execution.

Photo by Yiorgos Ntrahas on Unsplash

Nebius Group N.V. (NASDAQ:NBIS) provides AI-focused infrastructure, including GPU-based cloud platforms and tools that support the development of advanced models. A caller asked for Cramer's advice on the stock during the June 9 episode, and he responded:

Okay, until this market turned ugly, Nebius was one of my favorite stocks. Now, I gotta pull back because the facts of this entire market have changed. It's no longer got the right coloration to be able to speculate on Nebius. Let that… come down, and then we'll take a look. Let it come down.

While we acknowledge the potential of NBIS as an investment, we believe certain AI stocks offer greater upside potential and carry less downside risk. If you're looking for an extremely undervalued AI stock that also stands to benefit significantly from Trump-era tariffs and the onshoring trend, see our free report on the best short-term AI stock .

Disclosure: None. Follow Insider Monkey on Google News .

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甲骨文远期盈利叙事受关注

重要性2/5 中低

可补充行业竞争背景，但对NBIS的直接信息有限，且远期估值证据不足。

标签

标的：`NBIS`来源：Insider Monkey发布日期：2026-07-09重要性：2/5 中低评级理由：可补充行业竞争背景，但对NBIS的直接信息有限，且远期估值证据不足。评级依据：行业竞争背景, 相关标的间接关联, 远期盈利预测, 缺少模型与合同数据原文字数：463

中文摘要

核心结论

吉姆·克莱默认为甲骨文（ORCL，企业软件与云基础设施公司）具备筹集大额资本以扩展人工智能算力租赁的能力，并援引分析师远期每股收益预测，称若2029年超过15美元、2030年接近20美元，当前价格相对2030年收益约为7倍。该估值结论完全取决于远期盈利预测能否实现，NBIS在文中只是同一新型云服务商群体的比较对象。

重要性评级

评级：2/5（中低）

文章涉及NBIS所处的人工智能云竞争版图，但直接对象为ORCL，远期数字来自电视评论转述，缺少模型和合同证据。

关键事实

• 克莱默将ORCL、CRWV和NBIS归为新一代人工智能云服务商，同时将AWS、谷歌和微软视为既有超大规模云服务商。
• 文中称ORCL在该组中市值最大，拥有筹集大型项目资金的能力。
• 据David Faber转述，部分分析师预计ORCL 2029年每股收益超过15美元、2030年接近20美元。
• 克莱默据此估算，ORCL当前估值约为2030年收益的7倍多一点。
• 文中提到ORCL股价已回落到去年9月披露大型OpenAI（开放人工智能公司）交易前的水平以下，但未给出价格和交易条款。

作者观点与证据

文章核心是克莱默的远期估值判断：若利润预测兑现，ORCL估值偏低；他也承认大型市值意味着潜在回撤空间较大。证据为评论员和分析师预测，没有提供预测模型、订单储备、资本开支或OpenAI合同的原始数据。

与相关标的的关系

• ORCL：远期盈利与筹资能力讨论的直接对象。
• NBIS、CRWV：被列为人工智能云服务竞争者，文章没有提供其收入、订单或份额的直接比较。
• GOOG、META、MSFT：作为大型云和人工智能基础设施竞争背景出现。

时效性与限制

发布于美东时间 07/09 08:19（UTC+8 07/09 20:19）。适合用作人工智能云服务商估值叙事的背景；远期盈利、算力短缺和潜在合同均属评论和预测，未附原始资料。

后续跟踪

• ORCL对2029年和2030年盈利预期的更新。
• ORCL资本开支、融资与云订单披露。
• OpenAI及其他大客户合同的履约和收入确认。
• NBIS、CRWV与ORCL在容量和价格方面的可比数据。

英文原文

Jim Cramer Highlights Future Earnings Projections that Make Oracle Look Cheap

Jim Cramer Highlights Future Earnings Projections that Make Oracle Look Cheap

Syeda Seirut Javed

Thu, July 9, 2026 at 8:19 PM GMT+8 2 min read

• ORCL

-2.14%

• META

+5.97%

• GOOGL

-0.48%

• MSFT

+0.19%

• CRWV

-0.91%

Oracle Corporation (NYSE: ORCL ) was among Jim Cramer's stock calls on Mad Money, as he highlighted the AI opportunities in neoclouds . Cramer highlighted the future valuation of the company according to some analysts, as he said:

The business is now getting crowded, which is why tonight I want to explain the differences between the major neocloud outfits. You hear about them all the time; let's learn about them. The first bucket is the major players. We can skip over the old guard hyperscalers: AWS, Google, Microsoft, because we're already familiar with them. I mentioned that Meta Platforms is wisely using its spend to go well beyond that current usage. I regard that as found money. So let's go straight to the new AI age hyperscalers like Oracle, like CoreWeave, like Nebius, and maybe a few other private companies.

Now, we know Oracle's been getting killed lately, but it has the biggest market cap in this group. It's one of the only companies that can raise the type of capital needed to capitalize on this new type of market for premium short-term AI scale rentals. It's a very expensive proposition. As my colleague David Faber said this morning on Squawk on the Street, some analysts are expecting Oracle can earn more than $15 per share in 2029, nearly $20 per share in 2030. Now, if the company can hit those numbers, that means it's now trading at just over seven times 2030 earnings. Jeez, that's cheap… My head picked up when I heard those numbers.

Now, maybe founder and chairman Larry Ellison can take advantage of the compute shortage and sign a premium deal with Anthropic like Elon Musk did, sending his stock soaring. Even though Oracle stock is now back below where it was when we learned about its massive OpenAI deal last September, it's tough to bet against these guys. Big opportunity, but Oracle also has the most to lose in terms of market cap even after the hideous decline.

Photo by Adam Nowakowski on Unsplash

Oracle Corporation (NYSE:ORCL) provides cloud and on-premises software, databases, and IT infrastructure to help businesses manage operations.

While we acknowledge the potential of ORCL as an investment, we believe certain AI stocks offer greater upside potential and carry less downside risk. If you're looking for an extremely undervalued AI stock that also stands to benefit significantly from Trump-era tariffs and the onshoring trend, see our free report on the best short-term AI stock .

Disclosure: None. Follow Insider Monkey on Google News .

打开原文

MP起诉USAR争夺磁材技术

重要性4/5 高

法律与知识产权争议直接涉及USAR的核心能力与执行风险。

标签

标的：`USAR`来源：Simply Wall St.发布日期：2026-07-09重要性：4/5 高评级理由：法律与知识产权争议直接涉及USAR的核心能力与执行风险。评级依据：标的直接相关性, 时效性, 事件重要性, 证据待核实原文字数：897

中文摘要

核心结论

MP Materials起诉USA Rare Earth（稀土磁材公司，代码USAR），指控后者获取专有磁体技术并招募关键工程师。诉讼把USAR的技术来源、人才获取与项目执行置于法律审查之下，同时发生在中美稀土供应链竞争加剧的背景中。

重要性评级

评级：4/5（高）。这是直接涉及USAR的法律与知识产权事件，可能影响人才、技术和合作预期；原文未提供诉状、答辩或法院文件，指控尚未获裁决。

关键事实

• MP Materials称USAR窃取其专有磁体技术，并非法招募关键工程师。
• 文章将争端置于中国扩大出口管制、美国稀土项目扩张和工程人才稀缺的背景下。
• 文中列示MP股价约53.0美元，过去一年回报76.5%。
• 作者称诉讼可能影响MP的知识产权保护、人才保留、合作谈判和长期议价能力。
• 文中提及MP与美国国防部、苹果的合同叙事，但没有披露本案对这些合同的实际影响。

作者观点与证据

作者强调诉讼可能强化MP在高附加值磁材制造的防御性地位，同时也会带来法律成本与管理分心。事实基础为公司提出的指控；法院尚未作出认定，文章未附诉状细节和USAR回应。

与相关标的的关系

USAR是被指控方，潜在影响包括招聘、技术取得和项目进度；MP是原告。两者均处于美国本土稀土磁材供应链建设中，诉讼结论不能预先推断。

时效性与限制

发表于美东时间07/09 08:13（UTC+8 07/09 20:13）。该事件对USAR具直接相关性，但原文为二次评论，并包含平台推广内容；需等待法院文件和双方正式陈述。

后续跟踪

• 诉状、禁令申请、答辩及法院时间表。
• USAR对技术来源和人员招聘的正式回应。
• 关键工程师去向及项目建设进度。
• 中国出口管制和美国政府支持政策的变化。

英文原文

MP Materials (MP) Sues USA Rare Earth Over Magnet Technology And Engineer Hiring

MP Materials (MP) Sues USA Rare Earth Over Magnet Technology And Engineer Hiring

Bailey Pemberton

Thu, July 9, 2026 at 8:13 PM GMT+8 4 min read

• MP

+0.97%

• USAR

-2.07%

Find winning stocks in any market cycle. Join 7 million investors using Simply Wall St's investing ideas for FREE.

• MP Materials (NYSE:MP) has filed a lawsuit against USA Rare Earth, accusing the company of stealing proprietary magnet technology.

• The complaint also alleges illegal recruitment of key MP Materials engineers, intensifying competition for scarce technical talent.

• The dispute unfolds as China expands export controls affecting U.S. rare earth companies, including MP Materials.

For investors watching MP Materials, the legal action comes at a time when the stock trades around $53.0 and has delivered a 76.5% return over the past year. Over a 3-year period the stock is up 107.8%, while over 5 years it is up 51.3%. This performance highlights how closely the company is tied to interest in rare earth supply chains.

Looking ahead, the lawsuit and China's export controls put extra attention on MP Materials' technology, intellectual property, and ability to retain specialized engineers. Readers may want to track any court findings, potential settlements, and policy developments, as these could influence how the company positions itself in the rare earth magnet segment and broader U.S. supply chain efforts.

Stay updated on the most important news stories for MP Materials by adding it to your watchlist or portfolio . Alternatively, explore our Community to discover new perspectives on MP Materials.

NYSE:MP Earnings & Revenue Growth as at Jul 2026 We've flagged 1 risk for MP Materials. See which could impact your investment.

The lawsuit puts MP Materials' core magnet technology and talent retention at the center of its investment story. By accusing USA Rare Earth of stealing process know how that took years and substantial capital to develop, MP Materials is signaling how important proprietary intellectual property is to its move from mining into higher margin magnet manufacturing. The case also shines a light on fierce competition for engineers as U.S. rare earth projects backed by government funding expand. For investors, this legal action sits alongside China's export controls as another factor that could influence MP Materials' partnerships, contract terms, and long term bargaining power with customers that want secure domestic supply.

How This Fits Into The MP Materials Narrative

• If MP Materials succeeds in protecting its magnet technology, that would support the narrative that it can build a defensible position in value added manufacturing backed by long duration offtake deals.

• The dispute highlights technology and execution risk for its magnet expansion, which could challenge assumptions that downstream projects ramp smoothly and at planned economics.

• The lawsuit and talent squeeze introduce legal and human capital factors that are not fully addressed in the focus on contracts with the Department of Defense and Apple.

Story Continues

Knowing what a company is worth starts with understanding its story. Check out one of the top narratives in the Simply Wall St Community for MP Materials to help decide what it's worth to you.

The Risks and Rewards Investors Should Consider

• ⚠️ Legal costs, management distraction, and potential disclosure of sensitive information during litigation could weigh on MP Materials' execution of new magnet projects.

• ⚠️ China's export controls, combined with insider selling and a high reported P/E, underline that expectations around MP Materials carry valuation and policy risk.

• 🎁 A successful defense of proprietary technology could strengthen MP Materials' position when negotiating long term supply agreements with customers such as automakers and electronics producers.

• 🎁 Government backed rare earth initiatives and public private partnerships may create a supportive backdrop for companies that can prove ownership and control of their technology.

What To Watch Going Forward

Investors in MP Materials may want to follow key milestones in the Texas court case, including any injunctions, settlements, or findings about trade secrets, as these could shape how unique the company's magnet capabilities really are. It is also worth watching whether rivals such as USA Rare Earth, Lynas, and major diversified miners adjust their hiring or partnership activity in response to the dispute. Finally, tracking how China's export controls are implemented, and whether U.S. government agencies adjust funding or contract terms for MP Materials, will help clarify how the company's competitive position in the rare earth supply chain evolves.

To ensure you're always in the loop on how the latest news impacts the investment narrative for MP Materials, head to the community page for MP Materials to never miss an update on the top community narratives.

This article by Simply Wall St is general in nature. We provide commentary based on historical data and analyst forecasts only using an unbiased methodology and our articles are not intended to be financial advice. It does not constitute a recommendation to buy or sell any stock, and does not take account of your objectives, or your financial situation. We aim to bring you long-term focused analysis driven by fundamental data. Note that our analysis may not factor in the latest price-sensitive company announcements or qualitative material. Simply Wall St has no position in any stocks mentioned.

Companies discussed in this article include MP .

Have feedback on this article? Concerned about the content? Get in touch with us directly. Alternatively, email editorial-team@simplywallst.com

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稀土人才缺口制约扩产

重要性4/5 高

揭示USAR稀土项目的关键执行约束，并直接关联招聘诉讼。

标签

标的：`USAR`来源：Bloomberg发布日期：2026-07-09重要性：4/5 高评级理由：揭示USAR稀土项目的关键执行约束，并直接关联招聘诉讼。评级依据：标的直接相关性, 来源质量, 事实密度, 结构性时效性原文字数：1327

中文摘要

核心结论

彭博社报道，美国重建稀土分离和磁材供应链面临的突出瓶颈是熟练化工、冶金和矿业人才不足。对USAR而言，技术团队获取和保留可能决定项目能否按计划推进；MP与USAR围绕招聘和技术信息的诉讼显示竞争已外溢至人才层面。

重要性评级

评级：4/5（高）。该文直接解释USAR所处行业的执行约束，并有较多采访、教育和劳动力数据支持；它是结构性背景，不是公司业绩更新。

关键事实

• 文章称美国稀土业务所需17种元素分离可能涉及数十个萃取阶段，相关经验多已转移至中国。
• MP在5月起诉USAR，称后者招募一名资深工程师及另外七名员工，并涉及专有加工与磁体制造信息。
• 美国去年矿业毕业生约285人，约为中国的十五分之一；获认证矿业学校约12所，较20世纪80年代初减少过半。
• 美国矿业劳动力约22.1万人中，逾半预计在2029年前退休。
• 怀俄明大学现有略多于24名学生专攻稀土；2025年石油工程师平均起薪104,051美元，高于矿业工程师的79,823美元。

作者观点与证据

报道通过行业顾问、企业高管、大学人士和劳动力数据说明人才断层。关于“多年开发问题”的结论来自受访者判断；各公司的人才储备、薪酬与具体项目影响未被完整披露。

与相关标的的关系

USAR直接面临人才与技术积累约束；MP、Energy Fuels、Ramaco和Aclara属于相同供应链的比较对象。文章支持关注执行能力，未给出USAR财务或订单变化。

时效性与限制

发表于美东时间07/09 06:00（UTC+8 07/09 18:00）。适合作为稀土项目长期建设风险的近期背景，不能据此量化单家公司产能延迟或盈利影响。

后续跟踪

• USAR关键技术与运营岗位的招聘和留任。
• 分离、冶金和磁体项目的调试及投产节点。
• 高校与联邦劳动力培训项目的规模。
• 同业诉讼和人才流动的后续披露。

英文原文

Rare Earth Talent Scramble Lures 86-Year-Old From Retirement

Rare Earth Talent Scramble Lures 86-Year-Old From Retirement

Jacob Lorinc

Thu, July 9, 2026 at 6:00 PM GMT+8 6 min read

• USAR

-2.07%

• METCZ

-0.14%

• MP

+0.97%

• ARA.TO

+0.25%

(Bloomberg) -- Jack Lifton first retired from the mining industry more than a quarter century ago. These days, at 86, he's busier than ever.

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The engineer-turned-consultant is one of the few Americans with experience processing rare earth elements, a business the US once led before it was outsourced to China. Over the past year, amid escalating trade tensions between Washington and Beijing, the Trump administration has poured billions of dollars into rebuilding domestic supply chains. That's made Lifton a coveted repository of knowledge for mining firms racing to build plants capable of refining the niche metals essential for consumer electronics, electric vehicles and military-grade weapons.

Rare earth plants are complicated and expensive to build, especially in the US where permitting timelines are far longer than mining-friendly countries in Asia and South America. But perhaps the biggest challenge is finding talent to run the facilities. Even if Western companies secure enough raw materials to reduce reliance on China — which dominates every stage of the supply chain, from mining to magnets — chemical engineers and metallurgists experienced in rare earths have nearly gone extinct in America.

"When companies ask me where to find them, I say, 'Start with the cemeteries, then check assisted care,'" said Lifton, whose clients include Energy Fuels Inc., one of the US's most ambitious rare earth firms. "Anyone in the US with experience is either dead or, like me, very old."

The work is extraordinarily specialized. Lifton, who lives in Michigan, advises miners on complex metallurgy: how to isolate soft, silvery rare earths used in high-performance magnets, and where to source the technology needed to prepare them at commercial scale. Unlike commodities such as gold or copper, rare earths require an intricate refining process the US has scarcely performed in decades. Separating the 17 elements can involve dozens of extraction stages and expertise taught at only a handful of universities or acquired through years in industry. Much of that know-how has migrated to China, now the world's primary employer of specialists.

Some US companies are partnering with universities to recruit students in engineering, metallurgy and chemistry. Others are poaching employees from rivals. At one company in France, a key team of engineers are in their 80s and, like Lifton, have been lured from retirement to help troubleshoot mineral processing plants.

Story Continues

The race for talent spilled into court in May, when MP Materials Corp., owner of the US's only operating rare earth mine, sued USA Rare Earth Inc., accusing the rival of orchestrating a hiring raid by recruiting a senior engineer and seven other employees along with proprietary information related to rare earth processing and magnet manufacturing. Ramaco Resources Inc., another aspiring US producer, separately sued a former employee now working at USA Rare Earth, alleging he shared Ramaco's proprietary research with USA Rare Earth.

This kind of competition has made companies especially protective of their engineers. "We know some of our guys have been approached about jobs," said Ross Bhappu, the chief executive officer of Energy Fuels, which relies on workers with a background in uranium processing to help expand its rare earth facility in Utah. "It's a scary proposition. There are just not a lot of people who study rare earth chemistry."

The US produces about one-fifteenth as many mining graduates as China, a figure that has declined sharply over the past decade to roughly 285 last year. Today, the country has only about a dozen accredited mining schools, less than half as many as in the early 1980s. And more than half of America's mining workforce — about 221,000 people — is expected to retire by 2029.

The federal government is trying to rebuild the pipeline. The Department of Energy is funding workforce-development programs through Ames National Laboratory's Critical Materials Innovation Hub. Universities including Virginia Tech and the University of Wyoming also have initiatives to train mining engineers, metallurgists and rare earth specialists.

At the University of Wyoming's School of Energy Resources, just over two dozen students at the university currently specialize in rare earths, according to executive director Scott Quillinan. While interest in the sector is growing, most engineering graduates still gravitate toward oil and gas or industrial chemicals, where pay and career prospects are stronger, he said. Entry-level petroleum engineers earned an average of $104,051 in 2025, according to the National Association of Colleges & Employers, compared with $79,823 for mining engineers.

"Copper and gold are profitable, whereas industries for rare earths are not ready to make the amount of money that would bring in these other specialists," Quillinan said. "So there's an economic hurdle we have to overcome."

Even finding instructors is challenging. "The teachers aren't there to teach these skills, so we're teaching the teachers," he added. "It's been difficult."

One of the few recent graduates to venture into mining is Neil Hogan, a 24-year-old chemical engineer who graduated from Pennsylvania State University this year. Hogan was the only person in his class to enter the rare earth industry, recently joining Aclara Resources Inc. to help the Brazilian company develop a processing plant in Louisiana, which will produce refined forms of terbium and dysprosium.

For Hogan, the appeal wasn't financial; he wanted to help rebuild a Western rare earth supply chain, and contribute to an industry still taking shape. "I hardly knew how to pronounce half of the minerals when I started," he said. "But I always wanted to work somewhere that was more like a startup."

Closing the gap with China will likely take years. Over decades, Beijing built infrastructure the US allowed to disappear: universities training specialists in rare earths, research institutes developing new processing techniques, and engineers moving between separation plants and magnet factories, building expertise across the entire supply chain.

Ramon Barua, Aclara's chief executive officer, said the shortage of experienced workers has forced the company to rely heavily on recent graduates with no prior experience in rare earths.

"Does this guarantee that it will work on day one? Not necessarily," he said. "But we have to work with the best tools we have at this point."

Other firms are recruiting from the opposite end of the career ladder. French consulting and technology company Carester SAS leans on veteran specialists, some of them octogenarians, to design separation facilities and advise clients. Earlier this year, USA Rare Earth acquired a 12.5% stake in the company, gaining access not just to its technology but to some of the industry's scarcest expertise.

Few people understand what's been lost better than Lifton. He started his career in the 1960s as a chemical engineer in Michigan, separating europium for America's first generation of color televisions. By the time he retired in 1999, much of the country's rare earth industry had disappeared entirely.

"We're looking at years and years of development problems for these companies," said Lifton. "They all say, 'Oh, don't worry, we'll be in production next quarter.' But that's not happening without the talent."

--With assistance from Nectar Gan.

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APLD现金流与融资压力

重要性2/5 中低

提出现金流与融资风险，但证据颗粒度不足且属于筛选型文章。

标签

标的：`APLD`来源：StockStory发布日期：2026-07-09重要性：2/5 中低评级理由：提出现金流与融资风险，但证据颗粒度不足且属于筛选型文章。评级依据：标的直接相关性, 证据强度限制, 来源质量, 背景材料属性原文字数：651

中文摘要

核心结论

StockStory把APLD列为应回避的中型股，理由集中于收入规模较小、自由现金流为负和流动性可能导致额外股权融资；这是一家研究机构的筛选判断，未构成新的公司事件。

重要性评级

评级：2/5（中低）。与APLD直接相关，但内容主要为泛化的估值筛选和营销导流，缺少期末现金、债务到期及融资条款等关键原始数据。

关键事实

• APLD被描述为由加密货币挖矿转向人工智能与高性能计算数据中心的运营商。
• 文中列示其市值约118.5亿美元，股价31.44美元。
• 作者列示收入规模为3.555亿美元。
• 文中称APLD自由现金流为负，并担忧其流动性状况可能增加股权融资需求。
• 所列远期企业价值与息税折旧摊销前利润比为40.7倍。

作者观点与证据

作者的负面筛选建立在规模、现金流、流动性和估值倍数上。文章没有说明数据截至日期、自由现金流绝对额、现金余额或合同融资安排，且带有订阅产品推广内容。

与相关标的的关系

APLD为直接对象；NVR和CAVA只是同一篇中型股名单的其他案例，与APLD业务没有传导关系。

时效性与限制

发表于美东时间07/09 04:29（UTC+8 07/09 16:29）。适合补充融资与现金流风险清单，不适合单独作为经营趋势或估值结论的依据。

后续跟踪

• 现金余额、资本开支和自由现金流披露。
• 建设项目的债务、股权及其他融资安排。
• 数据中心租约转化为收入的节奏。
• 流动性指标和潜在稀释事项。

英文原文

1 Mid-Cap Stock on Our Watchlist and 2 We Ignore

1 Mid-Cap Stock on Our Watchlist and 2 We Ignore

Radek Strnad

Thu, July 9, 2026 at 4:29 PM GMT+8 3 min read

• NVR

+0.12%

• CAVA

+5.84%

• APLD

-3.53%

1 Mid-Cap Stock on Our Watchlist and 2 We Ignore Mid-cap stocks have the best odds of scaling into $100 billion corporations thanks to their tested business models and large addressable markets. But the many opportunities in front of them attract significant competition, spanning from industry behemoths with seemingly infinite resources to small, nimble players with chips on their shoulders.

Luckily for you, our mission at StockStory is to help you make money and avoid losses by sorting the winners from the losers. That said, here is one mid-cap stock with huge upside potential and two best left ignored.

Two Mid-Cap Stocks to Sell:

NVR (NVR)

Market Cap: $17.49 billion

Known for its unique land acquisition strategy, NVR (NYSE:NVR) is a respected homebuilder and mortgage company in the United States.

Why Should You Dump NVR?

• Sales stagnated over the last two years and signal the need for new growth strategies

• Earnings per share fell by 7.5% annually over the last two years while its revenue was flat, showing each sale was less profitable

• Shrinking returns on capital suggest that increasing competition is eating into the company's profitability

At $6,432 per share, NVR trades at 17.9x forward P/E. Read our free research report to see why you should think twice about including NVR in your portfolio, it's free .

Applied Digital (APLD)

Market Cap: $11.85 billion

Pivoting from its origins in cryptocurrency mining to become a key player in the AI infrastructure boom, Applied Digital (NASDAQ:APLD) designs and operates specialized data centers that provide high-performance computing infrastructure for artificial intelligence and blockchain applications.

Why Are We Wary of APLD?

• Smaller revenue base of $355.5 million means it hasn't achieved the economies of scale that some industry juggernauts enjoy (but also enables it to grow faster if it executes properly)

• Negative free cash flow raises questions about the return timeline for its investments

• Unfavorable liquidity position could lead to additional equity financing that dilutes shareholders

Applied Digital is trading at $31.44 per share, or 40.7x forward EV-to-EBITDA. Check out our free in-depth research report to learn more about why APLD doesn't pass our bar .

One Mid-Cap Stock to Watch:

CAVA (CAVA)

Market Cap: $10.28 billion

Starting from a single Washington, D.C. location, CAVA (NYSE:CAVA) operates a fast-casual restaurant chain offering customizable Mediterranean-inspired dishes.

Why Is CAVA Interesting?

• Fast expansion of new restaurants to reach markets with few or no locations is justified by its same-store sales growth

• Average same-store sales growth of 9.8% over the past two years indicates its restaurants are resonating with diners

• Expected revenue growth of 23.8% for the next year suggests its market share will rise

Story Continues

CAVA's stock price of $67.89 implies a valuation ratio of 114x forward P/E. Is now the right time to buy? See for yourself in our in-depth research report, it's free .

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存储主题基金围绕HBM与闪存分化

重要性4/5 中高

直接涉及DRAM和KMEM，持仓、费率、规模与产业链差异均有较高信息密度。

标签

标的：`DRAM`, `KMEM`来源：etf.com发布日期：2026-07-09重要性：4/5 中高评级理由：直接涉及DRAM和KMEM，持仓、费率、规模与产业链差异均有较高信息密度。评级依据：标的直接相关性, 事实密度, 时效性, 证据强度原文字数：1306

中文摘要

核心结论

文章称DRAM（朗希尔存储交易所交易基金）自04/02上市后快速吸金并成为存储主题基准，HBMX、KMEM和DISK通过半导体设备、SK海力士超配或NAND闪存偏重形成不同风险敞口。

重要性评级

评级：4/5（中高）

直接覆盖DRAM和KMEM，提供基金规模、费率、持仓结构及产业链分化，信息密度高；关于NAND需求迁移的核心论点仍是基金管理人的前瞻假设。

关键事实

• DRAM自04/02上市后约三个月净流入逾210亿美元、资产接近260亿美元，文章称其为增长最快的ETF。
• DRAM费率0.65%，SK海力士、三星和MU各约占组合四分之一，三者合计约占四分之三。
• HBMX于06/02上市，费率0.95%；文中称其持MU约9%、SNDK约5%、AMAT约8%、阿斯麦约6%、泛林约6%。
• KMEM于07/01上市，费率0.65%；SK海力士约42%、MU约20%、三星约19%。
• DISK于06/30上市，费率0.75%；Kioxia约17%、SNDK约16%，三星约9%、SK海力士约8%、MU约5%。
• 三只新基金各自流入约3,000万美元，仍处于早期阶段。

作者观点与证据

作者认为DISK的NAND偏重相对DRAM最具差异化，认为HBMX纳入设备商会稀释纯存储敞口。基金上市日期、费率和持仓是可核查事实；AI代理增加闪存卸载需求、NAND将受益的论证为Tema管理人的预测，且NAND价格周期性更强。

与相关标的的关系

DRAM和KMEM为直接标的，均高度集中SK海力士、三星与MU；HBMX额外暴露AMAT、阿斯麦和泛林的全行业资本开支；DISK更偏Kioxia与SNDK的闪存市场。

时效性与限制

发布于美东时间07/09 01:34（UTC+8 07/09 13:34）。适合比较新基金结构；快速流入、权重和资产会变化，原文持仓及资金数据须以最新基金事实表复核。

后续跟踪

• 四只基金的最新资产、净流入、持仓和集中度。
• HBM、DRAM与NAND的价格及供给变化。
• SK海力士、三星、MU的产能投放。
• DISK所依赖的闪存需求迁移是否在订单中出现。

英文原文

New Memory ETFs Line Up to Challenge Runaway DRAM

New Memory ETFs Line Up to Challenge Runaway DRAM

Sumit Roy

Thu, July 9, 2026 at 1:34 PM GMT+8 6 min read

• 000660.KS

-0.27%

• KMEM

-2.43%

• HBMX

-0.37%

• DRAM

-2.05%

• 005930.KS

+2.52%

The Roundhill Memory ETF (DRAM) is one of the most successful fund launches of all time. Since coming to market on April 2, it has pulled in more than $21 billion of net inflows while its share price has nearly tripled, pushing assets close to $26 billion.

All of that happened in roughly three months, which makes DRAM the fastest-growing ETF on record.

The timing could not have been better. DRAM launched just as memory stocks were going vertical, driven by one of the sharpest supply/demand imbalances the industry has ever seen.

Before DRAM, it wasn't easy for U.S. investors to play the memory theme. Two of the biggest names in the space, SK Hynix and Samsung, do not trade on U.S. exchanges (the former is set to list ADRs on the Nasdaq this Friday), so investors who wanted the exposure were buying South Korea funds like the iShares MSCI South Korea ETF (EWY) , which included the memory giants along with a host of unrelated stocks.

DRAM gave them a pure-play alternative aimed squarely at memory.

But given the enormous inflows DRAM has seen, it was only a matter of time before other issuers tried to peel off a piece for themselves. Three have shown up so far, but interestingly, none is competing on price.

DRAM charges 0.65%, and the newcomers run from a matching 0.65% up to 0.95%. Instead, each is trying to stake out a different slice of the memory theme.

What These Funds Own

It helps to understand the memory industry before comparing the funds. Memory chips come in two broad flavors. DRAM (the type of memory, not the ETF) is the fast, volatile working memory that loses its contents the moment the power goes off, and high-bandwidth memory, or HBM, is a premium version of it, built by stacking DRAM chips vertically and wiring them together so data can move at very high speeds.

HBM is the component that sits right next to the GPUs in an AI server, and it is the biggest bottleneck in the current build-out.

NAND flash is the other category, the non-volatile storage that holds data whether the power is on or not, and the stuff inside solid-state drives.

The big three, SK Hynix, Samsung and Micron, dominate DRAM and HBM. They make NAND too, and Samsung is in fact the biggest NAND producer, but their profits come mostly from the DRAM and HBM side right now.

Kioxia and SanDisk are the pure NAND plays, with no DRAM or HBM businesses of their own.

DRAM, the ETF, focuses on, well, DRAM. SK Hynix, Samsung and Micron—the three companies that dominate HBM—each make up roughly a quarter of the portfolio, about three-quarters of the fund between them, with SanDisk, Seagate, Western Digital, Kioxia and a handful of others filling out the rest.

Story Continues

HBMX Reaches Beyond the Chipmakers

The first challenger to DRAM was the Tuttle Capital Concentrated Memory Stack ETF (HBMX) , which launched June 2 and charges 0.95%. Tuttle casts a wider net, targeting the whole "memory semiconductor ecosystem," which means not just the chipmakers but the companies that supply the equipment, materials and services used to build memory.

Micron sits around 9% and SanDisk around 5%, but the fund also holds Applied Materials near 8%, ASML at 6% and Lam Research at 6%. Those equipment makers do supply the memory manufacturers, but they also sell to logic customers like TSMC, so their fortunes track overall semiconductor capex rather than memory specifically.

That makes HBMX less of a pure memory bet and more of a memory-plus-semicap play.

KMEM Tilts Hard Toward SK Hynix

The Kurv Memory Select ETF (KMEM) went the other way. It launched July 1, matches DRAM's 0.65% fee, and doubles down on the big three. SK Hynix alone is about 42% of the portfolio, with Micron near 20% and Samsung around 19%.

So like DRAM, roughly three-quarters of the fund sits in the HBM trio, only with a much heavier tilt toward SK Hynix, which holds the largest share of the HBM market and, in Kurv's telling, trades cheaper than its peers.

It is almost an attempt to out-DRAM DRAM. If you are more bullish on SK Hynix in particular, this is one way to express it.

DISK Bets on Flash Instead

The Tema Memory ETF (DISK) , which launched June 30 at 0.75%, is the one doing something genuinely interesting. It stays inside the memory theme but deliberately leans away from HBM.

Its top holdings are Kioxia at about 17% and SanDisk at 16%, with Samsung around 9%, SK Hynix near 8% and Micron further down the list at 5%.

Kioxia and SanDisk are storage and NAND-flash names rather than HBM producers, so DISK is effectively betting on the parts of the memory market that the HBM-heavy funds underweight.

Of the three, it is the most differentiated from DRAM while still being unmistakably a memory fund.

Tema's Case

DISK's tilt is a deliberate call on where memory demand is heading, and Tema's chief investment officer, Yuri Khodjamirian, laid out the case for overweighting NAND in an interview with ETF.com.

On the demand side, memory is eating up a growing share of what hyperscalers spend, by the firm's estimate somewhere around 30% of the bill of materials this year and potentially closer to half within a year or two.

DRAM is the expensive part of that bill, and as agentic AI widens context windows, with agents spinning up other agents and each one needing to hold its own instructions in working memory, keeping all of it in DRAM and HBM starts to get prohibitively expensive.

Tema's bet is that data centers increasingly offload some of that context onto cheaper flash, which plays straight to the NAND names.

Meanwhile, on the supply side, because DRAM and HBM carry much fatter margins right now, the manufacturers that make both are steering fab capacity toward them and away from NAND, which tightens the flash market and pushes prices up.

Of course, there is a risk to this bet. DRAM and HBM are where the fattest margins and the clearest AI demand sit today, so leaning away from them means tilting toward a more commodity-like and more cyclical corner of memory.

NAND has historically been more volatile on pricing and quicker to see its margins compress when the cycle turns, and the context-offload thesis is a forecast rather than a fact.

If HBM demand keeps surging and the shift toward flash arrives slowly, DISK's NAND overweight could cause it to lag the HBM-heavy funds.

Early Traction

The flows for the three DRAM ETF competitors have so far been modest, but it's early days. Each of the three has taken in somewhere around $30 million since launch.

For HBMX, which has had roughly a month to gather assets, that isn't much to write home about. For DISK and KMEM, both barely a week old, it is a solid start.

The more important question for investors is whether they are worth owning. I won't make an investment call here, but to me, DISK appears the most differentiated versus DRAM.

The ETF gives you memory without the massive overweight in the HBM names, which is smart product positioning on the part of Tema, but also potentially compelling for investors who are bullish on NAND.

HBMX is the one I would question. Reaching into equipment makers and the broader ecosystem waters down the very thing that made DRAM a phenomenon—a clean and concentrated bet on memory.

Permalink | © Copyright 2026 etf.com. All rights reserved

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欧央行应对能源通胀

重要性4/5 高

官方会议纪要发布距日报两日，直接提供欧元区利率、通胀与风险资产定价的原始政策证据。

标签

来源：European Central Bank发布日期：2026-07-09重要性：4/5 高评级理由：官方会议纪要发布距日报两日，直接提供欧元区利率、通胀与风险资产定价的原始政策证据。评级依据：发布时效性较高, ECB官方一手来源, 包含利率决策、通胀预测和市场定价数据, 对跨资产宏观环境直接相关原文字数：13001

中文摘要

核心结论

欧洲中央银行（ECB）6月会议纪要显示，理事会一致将三项关键利率上调25个基点，理由是中东冲突引发的能源冲击已推高广泛通胀，且间接传导和二轮效应风险上升。纪要维持逐次会议、依赖数据的表述，未承诺后续加息路径。

重要性评级

评级：4/5（高）

这是刚发布的官方货币政策会议纪要，包含通胀、油气、利率定价和风险资产估值的完整证据链，对宏观和跨资产日报有较高阅读价值。

关键事实

• ECB在6月10日至11日的会议上支持加息25个基点；纪要称，维持存款便利利率在2%并不适用于其评估的任何情景。
• 欧元区5月调和消费者物价指数（HICP）同比为3.2%，4月为3.0%；能源通胀为10.9%，核心通胀升至2.5%，服务通胀升至3.5%。
• ECB工作人员6月预测通胀2026年、2027年和2028年均值分别为3.0%、2.3%和2.0%；2026年和2027年预测较3月分别上调0.4和0.3个百分点。
• 布伦特原油已从4月约每桶118美元降至约94美元，但仍比战前高约30%；欧洲天然气约为每兆瓦时50欧元，较战前高约50%。
• 市场定价显示，2026年首两次25个基点加息分别落在6月和9月，年内第三次加息的隐含概率为84%；ECB调查的分析师中位预期为全年两次加息。
• 风险中性期权价格显示，未来两年平均通胀高于2.5%的概率为45%，低于1.5%的概率不足15%。
• 欧元区一季度经济环比萎缩0.2%，主要受爱尔兰跨国企业活动统计拖累；剔除爱尔兰后增长0.3%。4月失业率为6.3%。
• 纪要称人工智能（AI）投资和盈利预期支撑风险偏好；标普500指数与欧洲斯托克600指数的每股盈利预期自年初持续上修，信用利差仍偏窄。

作者观点与证据

纪要代表ECB理事会的官方政策判断：能源冲击已从预测风险转为已出现的通胀压力，因而等待更多信息的价值下降。其证据包括HICP分项、油气价格、通胀掉期与期权定价、工资和企业调查、工作人员预测；中东冲突持续时间、油价路径及工资二轮效应仍存在较大不确定性。

与相关标的的关系

文章未列出直接相关股票代码。宏观传导涉及欧元区利率曲线、欧元兑美元、欧洲股票与信用市场；AI投资预期对美欧大型科技和资本开支相关资产提供盈利预期支撑，同时较高无风险利率与偏高估值增加重新定价风险。

时效性与限制

资料发布于美东时间 07/08 20:00（UTC+8 07/09 08:00），记录的是6月10日至11日会议，适合用作近期欧洲货币政策立场的正式依据。部分市场价格、宏观数据和预测截止于会议前后，未反映其后新增数据；纪要呈现理事会讨论与工作人员预测，无法确定后续会议的实际决策。

后续跟踪

• 油价、欧洲天然气价格和霍尔木兹海峡航运中断是否延续。
• 欧元区核心通胀、服务通胀、工资谈判和企业定价指标。
• ECB后续会议声明、通胀预测及市场对年内加息次数的重新定价。
• 欧元区信用利差、欧元汇率及AI相关盈利预期能否承受更高利率。

英文原文

Meeting of 10-11 June 2026

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Meeting of 10-11 June 2026

Account of the monetary policy meeting of the Governing Council of the European Central Bank held in Frankfurt am Main on Wednesday and Thursday, 10-11 June 2026

9 July 2026

1. Review of financial, economic and monetary developments and policy options

Financial market developments

Ms Schnabel started her presentation by noting that, since the Governing Council's previous monetary policy meeting on 29-30 April 2026, euro area financial markets had been torn between two competing developments: the unresolved conflict in the Middle East and the global artificial intelligence (AI) boom. The continued disruption to shipping in the Strait of Hormuz had reinforced expectations that oil prices would remain higher for longer, despite markedly lower near-term oil prices. Inflation fixings had declined from their high April readings but continued to hover above 3% for 2026 and above 2% for 2027. In tandem with oil prices, ECB rate expectations had moderated somewhat. However, markets still priced in around three interest rate hikes overall, while the median response in the ECB Survey of Monetary Analysts was an expectation of only two hikes. Although the war was weighing on growth expectations in the euro area and globally, investors’ risk appetite had remained strong. A key underlying factor had been renewed optimism about AI and strong momentum in AI-related investment. As a result, euro area equity markets had recovered close to pre-war levels, and corporate and sovereign bond spreads remained narrow. Overall, financial conditions had remained broadly unchanged since April 2026 but remained tighter than before the start of the Middle East war.

Near-term oil prices had declined markedly from the peak reached at the time of the Governing Council's April monetary policy meeting. Brent crude oil prices had fallen from USD 118 to about USD 94 per barrel and had been hovering around that level since late May. At the same time, futures prices over longer horizons had remained largely insulated from the pronounced volatility observed in near-term contracts, with the latest futures curve even somewhat above the April curve and significantly above the levels recorded before the outbreak of the conflict. Gas prices had edged higher since the April meeting and continued to trade at around 50% above their pre-war levels.

The impact of the Middle East conflict had extended beyond crude oil and gas prices. Since the start of the war, the prices of refined products such as petrol, diesel and jet fuel had increased by around 40-45%, significantly more than the price of oil. Prices of fertiliser-related products and plastics had also increased sharply, suggesting that higher energy costs were feeding into broader inflation by affecting downstream product prices. Food prices were expected to remain slightly higher relative to pre-war expectations and were also subject to some upside risks due to the “El Niño” event.

The shifts in the oil futures curve had been mirrored in market-based inflation expectations. Inflation compensation (excluding tobacco) for 2026 and early 2027 had declined from the peaks at around the time of the Governing Council's previous monetary policy meeting. For later horizons, inflation fixings remained close to their April 2026 levels. This suggested that investors continued to expect the inflationary effects of the energy price shock to persist beyond the initial phase of the conflict, likely reflecting the expected pass-through from energy costs to other components of the pricing chain. Medium-term inflation compensation (excluding tobacco) – the one-year inflation-linked swap rate two years ahead – had increased by around 30 basis points following the outbreak of the war, driven partly by inflation risk premia, and stood somewhat above 2%. Longer-term inflation expectations remained broadly anchored, with only a small upward shift in five-year inflation compensation five years ahead.

Risks to the inflation outlook over the medium term had shifted markedly to the upside since the outbreak of the war in the Middle East. According to risk-neutral options prices, markets assigned a 45% probability to inflation being above 2.5%, on average, over the next two years. By comparison, the probability of inflation being below 1.5% was assessed to be less than 15%. Interest rate markets were also pointing to upside risks, but uncertainty surrounding the policy path had moderated somewhat over the weeks preceding the current meeting and remained less pronounced than during the 2022-23 inflation spike. Hence, despite high uncertainty surrounding the macroeconomic outlook, the ECB’s reaction function appeared to be well understood, thus containing rate volatility.

Against this backdrop, markets continued to expect a monetary policy response from the ECB to the persistent shock, with the precise number of expected rate hikes varying with oil prices. Markets were now firmly pricing in a first 25 basis point rate hike in June and a second one in September, with an 84% probability of a third 25 basis point rate hike by the end of 2026. The median expectation in the Survey of Monetary Analysts was for only two rate hikes in 2026, similar to expectations in Bloomberg and Reuters surveys. By contrast, in the United States monetary policy expectations had moved in the opposite direction over the previous weeks. After pricing out two interest rate cuts since the start of the war, market participants had recently started to fully price in one rate hike for 2026.

Euro area nominal overnight index swap rates had declined mildly since the Governing Council's previous meeting on the back of somewhat lower rate expectations and inflation compensation, but they remained higher across maturities than before the war.

The persistent shock, elevated macroeconomic uncertainty and higher risk-free rates had left their footprint on growth expectations. Market analysts nevertheless still expected growth to be well into positive territory, suggesting that forecasters assigned a low probability to a recession.

Despite dampened growth expectations, risk sentiment had generally remained strong. While investors’ risk appetite had declined markedly in the euro area following the escalation of the conflict, the deterioration had been moderate by historical standards. Risk sentiment had lately recovered and was approaching levels seen before the start of the war.

A key factor supporting risk sentiment had been renewed optimism about AI and its implications for corporate earnings. Earnings per share expectations for both the S&P 500 and the STOXX Europe 600 had been revised steadily higher since the start of 2026. They had continued to increase after the outbreak of the war in the Middle East, with revisions being particularly pronounced for the United States. Overall, investors appeared to view the earnings boost associated with the AI investment cycle as more than offsetting the negative impact of the energy price shock.

Having recovered from their trough in March 2026, euro area equities currently stood well above their levels at the beginning of 2026 and close to those before the start of the war. A decomposition of the drivers of euro area equity markets confirmed that higher expected short-term and, especially, longer-term earnings had supported stock market developments, offsetting the negative impact of higher risk-free rates and higher risk premia.

Corporate credit markets had also benefited from strong risk appetite and the broader optimism around AI, as the investment boom was seen as supportive for corporate earnings and credit quality. Corporate bond supply linked to the AI investment cycle had increased sharply over the past two years, especially in the United States. Euro area sovereign bond spreads over overnight index swap rates had also declined since the Governing Council's April monetary policy meeting. Like corporate bond spreads, sovereign bond spreads had shown no sign of a sustained widening since the start of the conflict.

Compressed risk premia and elevated valuations across market segments despite significant macroeconomic shocks and rising inflation risks remained a key concern. High equity valuations, especially in Japan and the United States, increased the risk of an abrupt repricing, particularly if benign growth expectations or earnings prospects related to AI optimism were to be revised or if persistent inflation required material interest rate increases.

The euro had weakened since the start of the Middle East war, reflecting the adverse terms-of-trade shock. However, the depreciation had been moderate overall, with the nominal effective exchange rate remaining close to pre-war levels. Against the US dollar, the euro had continued to move lower but remained in the narrow trading range around EUR/USD 1.16 observed over the past year.

Ms Schnabel concluded by noting that euro area financial conditions had been broadly unchanged since the Governing Council's previous meeting, as reflected in the ECB's Macro-Finance Financial Conditions Index, but they remained tighter than before the war. Taking a longer perspective, financial conditions had remained broadly constant since the ECB’s last interest rate cut in June 2025, despite the repricing of monetary policy expectations after the start of the war, with the key easing factor having been stronger risk assets.

The global environment and economic and monetary developments in the euro area

Mr Lane then went through the latest economic, monetary and financial developments in the global economy and the euro area. Uncertainty surrounding the war in the Middle East remained very elevated, 15 weeks into the conflict. Ongoing negotiations might pave the way for an eventual resolution, but the potential for setbacks and re-escalation was high. The full implications of the war for medium-term inflation and growth would depend on the intensity and duration of the energy price shock, as well as the scale of its indirect and second-round effects.

Starting with inflation developments, headline inflation – as measured by the Harmonised Index of Consumer Prices (HICP) – had increased to 3.2% in May, from 3.0% in April. Although energy prices had declined in month-on-month terms, base effects meant that annual energy inflation had edged up by 0.1 percentage points to 10.9%. Non-energy inflation had increased by 0.2 percentage points to 2.4% and food inflation had decreased to 2.0% from 2.4%, while core inflation – excluding the volatile components of energy and food – had increased to 2.5% from 2.2%. Goods inflation had inched up by 0.1 percentage points to 0.9% and services inflation had risen by 0.5 percentage points to 3.5%.

Domestic cost pressures had eased in the first quarter, supported by slower growth in wages and profits. The annual growth rate of the GDP deflator had declined to 2.3% in the first quarter of 2026, from 2.6% in the fourth quarter of 2025. Profit margins had continued to shrink, indicating that profits continued to buffer the pass-through of higher labour costs. The energy shock was not feeding into wages yet. Annual growth of negotiated wages had declined to 2.5% in the first quarter of 2026, from 2.9% in the fourth quarter of 2025. This outcome was broadly in line with the ECB wage tracker, which, along with corporate surveys on wage expectations, continued to indicate that wage growth should ease over the year. Compensation per employee was projected to grow steadily at 3.2% in 2026, 2027 and 2028, implying an increase in real wages in each year.

A range of forward-looking signals, including Purchasing Managers’ Index (PMI) input prices, pipeline pressures for food, selling-price expectations and some disruptions in supply chains, pointed to inflationary pressures in the coming months. Moreover, some indicators of underlying inflation had already been driven higher by the energy shock. Two exclusion-based measures of inflation available for May had each edged up by 0.2 percentage points – the HICP excluding energy and unprocessed food stood at 2.3% and the HICP excluding energy at 2.4%. Changes in the model-based measures of inflation available for April ranged from 2.2% to 2.6%, with the Persistent and Common Component of Inflation (PCCI) measure for headline inflation having increased by 0.2 percentage points since March. The signal from such measures of underlying inflation was consistent with the above-target rate of headline inflation for 2027 incorporated in the baseline projections that were published as part of the June 2026 Eurosystem staff macroeconomic projections for the euro area.

The increase in energy prices would lift inflation further over the summer and keep it well above the ECB’s 2% target into the first half of 2027. The June staff projections saw headline inflation rising from 3.2% in the current quarter to 3.4% in the third and fourth quarters of 2026, before it eased to 3.2% and then to 2.3% in the first and second quarters of 2027 and stabilised at target from the third quarter onwards. On average, headline inflation was projected at 3.0% in 2026, 2.3% in 2027 and 2.0% in 2028. The trajectory of headline inflation was dominated by the projected energy inflation profile. The downward slope of the energy futures curves, compounded by a negative base effect in the energy component, would push inflation down in 2027, while the introduction of the EU Emissions Trading System 2 would push energy inflation up in 2028. Relative to the March 2026 ECB staff projections, headline inflation had been revised up by 0.4 percentage points for 2026 and 0.3 percentage points for 2027. This was largely on account of higher energy and food price assumptions, as well as higher goods and services inflation due to stronger indirect effects from the energy shock. Headline inflation had been revised down by 0.1 percentage points for 2028, reflecting a steeper than previously assumed decline in oil prices. Non-energy inflation was projected to average 2.5% in 2026, 2.7% in 2027 and 2.2% in 2028. Core inflation was projected at 2.5% for both 2026 and 2027, and at 2.2% for 2028, having been revised up by 0.2 percentage points, 0.3 percentage points and 0.1 percentage points respectively.

Inflation expectations over shorter horizons remained well above the levels observed before the outbreak of the war in the Middle East. At the same time, most measures of longer-term inflation expectations stood at around 2%, supporting the stabilisation of inflation around the ECB’s target in the medium term. According to market-based inflation compensation measures, inflation was expected to average 3.0% in 2026, 2.4% in 2027 and 2.0% in 2028. The latest Survey of Monetary Analysts also pointed to above-target inflation in the near term but a return to target in the third quarter of 2027. Households continued to expect above-target inflation also at longer-term horizons, which might reflect an upward bias in household inflation expectations that was visible in consumer surveys globally. However, the fact that longer-term expectations – as reported in the ECB Consumer Expectations Survey – had remained relatively stable relative to pre-war levels and that the term structure of household inflation expectations was steeply downward-sloping confirmed that the current inflation shock was expected to fade relatively quickly.

Turning to the external environment, the global economy had remained resilient overall. Incoming information pointed to global economic growth (excluding the euro area) of 0.7% quarter on quarter in the first quarter of 2026, following growth of 0.8% in the fourth quarter of 2025, and survey indicators suggested continued expansion in the second quarter. The global composite PMI (excluding the euro area) was little changed in May, at 52.3. Services activity had been more subdued than manufacturing, since manufacturing appeared to be supported by a temporary boost as firms built buffers in anticipation of supply chain disruptions. Global PMI supplier delivery times were stable in May, after lengthening in April, and supply pressures had so far remained concentrated in energy and energy-intensive goods.

Since the Governing Council’s April meeting, Brent crude oil prices had declined by roughly 20% to around USD 94 per barrel, although this was still about 30% higher than pre-war levels. European gas prices stood about 50% above their pre-war level, at around EUR 50 per MWh. The latest oil futures of 8 June stood somewhat below the baseline assumptions of the June staff projections for the duration of 2026 and reconnected to the baseline assumptions from 2027 onwards. The euro had depreciated slightly – by 1.4% to USD 1.15 and by 0.8% in nominal effective terms – amid continued uncertainty over a potential peace agreement to bring an end to the conflict in the Middle East. This recent mild depreciation only partly reversed the sizeable appreciation that had taken place during the first half of 2025.

The euro area economy had contracted unexpectedly by 0.2% in the first quarter of the year, owing to a contraction in measured multinational activity in Ireland. Excluding Ireland, the euro area economy had grown by 0.3%, supported by domestic demand and exports. Public and private consumption had contributed positively, while investment and inventories had declined. Nevertheless, the war in the Middle East was weighing on activity. The euro area composite PMI had fallen again in May, by 0.3 points to 48.5. The weakening in services activity, which was more pronounced than in manufacturing, mirrored the global PMI dynamics since the start of the war. However, the support from precautionary inventory accumulation by firms already seemed to be fading, as new orders had stagnated in May. Supplier delivery times had lengthened further but remained far shorter than during the pandemic period.

The labour market remained resilient. The unemployment rate continued to stand close to historical lows, at 6.3% in April, with recent surveys pointing to some labour hoarding. Labour demand had cooled further, and firms and households expected the labour market to weaken. Employment growth had slowed in the first quarter of the year, to 0.1% from 0.2%. The job vacancy rate had edged down by 0.1 percentage points to 2.2% in the first quarter of 2026, and high-frequency indicators – such as Indeed job postings – had weakened. The composite employment PMI had edged down again in May, to 49.0, reflecting developments in both manufacturing and services.

The euro area fiscal stance was projected to loosen by 0.5 percentage points in 2026 and then to tighten somewhat again over 2027-28. The loosening in 2026 was mainly on account of investment and fiscal transfers, with the increase in investment primarily reflecting high defence and infrastructure spending in Germany. The subsequent tightening was seen as the result of a mix of factors, including the unwinding of temporary fiscal support measures and the Next Generation EU funding programme coming to an end.

Looking ahead, domestic demand was now projected to be weaker than had been expected in the March projections, as the war was weighing on confidence and higher energy costs were eroding real incomes. At the same time, household balance sheets were solid overall, and consumption should remain the main driver of growth. Higher energy costs and lower confidence would dent private investment in the short run, but it should be underpinned by firms investing in new digital technologies. Higher government spending on defence and infrastructure should continue to support public investment. These factors were expected to provide some cushioning against the fallout from the war. The June staff baseline projections foresaw real GDP growth of 0.8% in 2026, 1.2% in 2027 and 1.5% in 2028. Relative to the March projections, growth had been revised down by 0.1 percentage points for 2026 and 2027, reflecting a more pronounced impact of the war on commodity markets, real incomes and confidence. For 2028, growth had been revised up by 0.1 percentage points owing to an unwinding of these effects.

The June baseline projections were flanked by three scenarios – one milder, one adverse and one severe – that reflected the large uncertainty surrounding the baseline. While the scenarios in the March staff projections were more explicitly linked to assumptions about the duration of the war, the scenario analyses in the June staff projections were instead calibrated using market‑implied probability distributions for commodity prices. Under the adverse and severe scenarios, inflation would remain above target over the entire projection horizon, while growth would be lower than in the baseline in the near term. Under the milder scenario, inflation would peak at a level similar to the baseline but would fall below target in the medium term, while growth would be slightly above the baseline for 2027 and 2028.

Financial conditions were broadly unchanged since the Governing Council’s previous meeting but remained tighter than before the war. The cost of issuing market-based debt had risen to 4.0% in April, from 3.9% in March. The growth rate of corporate bond issuance had risen to 4.6%, from 4.1% in March. Regarding bank-based financing of firms, higher funding costs, higher risk perceptions and generally low risk tolerance might keep credit supply relatively tight, but solid balance sheets were helping banks withstand current economic and financial headwinds. Bank lending rates for firms had remained at 3.6% in April and mortgage rates at 3.4%. The annual growth rate of bank lending to firms had increased to 3.4% in April, from 3.2% in March. Mortgage lending again grew by 3.0% in April.

Monetary policy considerations and policy options

On the basis of incoming information and a comprehensive assessment of the inflation outlook and the risks surrounding it, as well as the dynamics of underlying inflation and the strength of monetary policy transmission, Mr Lane proposed that the three key ECB interest rates be increased by 25 basis points. The incoming information about the intensity and duration of the energy shock and the likely persistence of its impact on inflation suggested that a 25 basis point policy rate hike in June was appropriate. This would ensure that the Governing Council remained well positioned in the period ahead.

The case for a measured adjustment in the policy rate was robust across a wide range of scenarios, given the projected paths for inflation and output. The absence of financial stress on the one hand, and solid household, corporate and bank balance sheets on the other, meant that a hike should be transmitted through the financial system in an orderly manner. Retaining the data-dependent, meeting-by-meeting approach without a pre-commitment to any particular rate path remained appropriate.

2. Governing Council’s discussion and monetary policy decisions

Economic, monetary and financial analyses

Regarding the economic analysis, members broadly agreed with the assessment provided by Mr Lane in his introduction. The external environment had remained resilient overall but continued to be shaped by the global energy shock and still elevated geopolitical uncertainty. While a possible resolution to the war in the Middle East had been intimated many times, the conflict was now into its fourth month, and incoming information had shown the energy shock to be more persistent and intense than previously expected, particularly in terms of its global effects. Still, global growth was holding up, with global PMIs in expansionary territory and solid growth in the United States and China. Global growth was being supported by the AI-related investment boom, which constituted a positive global demand shock that was cushioning the adverse growth effects of the energy shock while reinforcing its inflationary impact, particularly in the United States. Indeed, global and US inflation were increasing sharply as pipeline pressures propagated through global supply chains, especially for goods. US headline inflation had risen to 4.2% in May, with demand conditions appearing to be stronger than in the euro area, partly because of the AI boom but also on account of wealth effects.

Commodity markets – for oil in particular – were a central theme in the discussion. In the baseline of the June staff projections, oil prices were expected to remain at a higher level than in the March adverse scenario, particularly over longer horizons, indicating that the shock had become more persistent. Oil and gas prices also remained well above pre-war levels and higher energy prices were having knock-on effects on downstream markets, such as refined products, plastics and fertilisers. At the same time, it was argued that the shock should be increasingly viewed as being more of an oil shock than a broad-based energy shock involving natural gas, fertilisers and other channels. This was partly because natural gas from the affected region represented a limited share of global gas consumption and because an acceleration in renewable energy could substitute for gas relatively quickly. Oil, on the other hand, was a different matter given the very large supply disruption, low short-run demand elasticities and the relatively limited and gradual impact on oil demand from the transition to electric vehicles.

While oil prices continued to be volatile in light of fluctuating prospects for a resolution to the conflict, it was suggested that the current market pricing embedded in the futures curve might be too benign, with the expectation of a future fall in oil prices being optimistic. The earlier accumulation and subsequent release of oil inventories by China had been one factor explaining global energy price developments, and these dynamics – together with a wider global run-down of pre-existing inventories – could have helped to contain upward price pressures by attenuating physical supply disruptions. However, inventories were falling and, if they reached critical levels, oil prices could rise quickly, with additional uncertainty particularly in relation to refined fuels. In this context, there was a discussion of why oil prices had not risen more sharply despite the continued closure of the Strait of Hormuz. Although this could potentially be attributed to expectations about a peace deal, other possible explanations included increased oil production, the use of pipelines and other alternative routes, inventory usage, Chinese storage behaviour, and demand destruction, including from lower energy-intensive production activity in China. Looking ahead, it was cautioned that even a sustainable resolution to the conflict in the Middle East would not necessarily mean an end to the shock. This was because it would take time for energy supplies to return to normal or to a new equilibrium, and inventories would also need to be replenished at some point, which could put upward pressure on energy prices for a sustained period, especially if reserves fell to very low levels before the conflict was resolved.

With regard to economic activity, members concurred with the assessment presented by Mr Lane. Adjusting for a temporary factor in Ireland, the euro area economy had grown in the first quarter of the year, supported by domestic demand and exports. When this adjustment was not taken into account, euro area GDP had unexpectedly contracted by 0.2% in the first quarter, owing to a sharp reduction in measured multinational activity in Ireland. It was important that the economic assessment and communication should distinguish statistical effects in Ireland from economic fundamentals, primarily by focusing on the modified domestic demand indicator for economic activity in Ireland developed by staff.

Euro area domestic demand remained relatively robust and the economy had shown momentum around the turn of the year, which was providing support to growth in 2026 via carry-over effects. However, the incoming data were, overall, seen as confirming that the energy shock was having greater implications for growth than previously expected. In particular, the war in the Middle East was weighing on activity and confidence, and surveys were pointing to a slowdown, especially in services. Manufacturing had held up so far, partly reflecting higher defence spending. However, this could be partly attributed to firms building up stocks to cope with supply chain pressures. It was suggested that such front-loading of production and inventory accumulation by firms should not be seen as giving too much comfort, since they reflected concerns about supply chains, such as those in globally integrated sectors like the automotive sector and the machinery sector. More generally, higher input costs and longer delivery times were putting pressure on firms. At the same time, it was reported that, for the Spanish economy, high-frequency real-time indicators pointed to practically no short-run impact on activity.

Overall, the war-related rise in energy prices was acting as an increasingly persistent negative supply shock, putting upward pressure on inflation and downward pressure on economic growth. Against this backdrop, the growth outlook had weakened, particularly when compared with the December 2025 staff projections, published prior to the start of the war, but also when compared with the March 2026 staff projections, and it remained fragile and surrounded by a high degree of uncertainty, with risks being to the downside. In the June 2026 projections baseline, staff now expected economic growth to average 0.8% in 2026, 1.2% in 2027 and 1.5% in 2028. This represented a downward revision for 2026 and 2027, reflecting a more pronounced impact of the war on commodity markets, real incomes and confidence. In particular, staff now expected domestic demand to be weaker than they had projected in March as the war weighed on confidence and higher energy costs eroded real incomes. At the same time, household balance sheets were solid overall and consumption should remain the main driver of growth. Higher energy costs and lower confidence would dent private investment in the short run, but it should be underpinned by firms investing in new digital technologies. Governments spending more on defence and infrastructure should continue to support public investment. These factors were expected to provide some cushioning against the fallout from the war. Therefore, economic growth was expected to increase gradually over the projection horizon and recession risks remained relatively low. The current situation could thus not be characterised as stagflation. In this context, it was also noted that the economy had exhibited surprising resilience in the face of other adverse shocks over recent years.

Nevertheless, the outlook for growth – especially for 2026 – was assessed as sluggish. However, it continued to be supported by still rising nominal incomes, accumulated savings, the resilient labour market, AI-related investment and government spending on defence and infrastructure. It was also argued that the euro area economy had become more adaptable to energy shocks, reflecting its reduced dependence on fossil fuels. These factors could help explain why the revision to the growth outlook in the latest projections had been relatively small compared with the revision to the inflation outlook. However, it was cautioned that the aggregate GDP outlook could be masking weaker domestic demand components, with consumption and investment revised down and only lower imports helping to cushion the effect on headline growth, with the scale of the revision for imports seen as relatively large when compared with the revision for domestic demand. The outlook for exports was constrained by a structural loss of market share to competition from China and by the euro area economy being less geared towards technology and AI than some other parts of the world. Risks to economic growth were to the downside, especially in services, with the risk of shortages and severe supply chain disruptions increasing the longer conflict-related disruptions went on. At the same time, it was suggested that the euro area economy would probably return to being more services-led if there were a resolution to the conflict. It was also argued that part of the weakness in euro area growth was structural and that this became more visible in challenging times. Over the medium term there was also a risk that the euro area’s structural growth challenges could be compounded if there were a more substantial fragmentation of the world economy.

Private consumption was one key channel through which higher energy prices would weigh on activity by eroding real disposable income and reducing consumer confidence. Although the effect on consumption could be partly buffered by using accumulated savings, it was noted that financially constrained households could not fully smooth consumption. Nevertheless, it was stressed that consumption should be supported by continued relatively strong nominal wage growth, rising real wage growth – especially later in the projection horizon – and low unemployment. There were also signs that consumers were adapting to higher fuel prices to some extent, as reflected in declining petrol consumption and strong sales of electric vehicles. At the same time, it was suggested that there were downside risks to the outlook for consumption. The rapid deterioration in consumer sentiment could weigh on spending. In addition, the assumption that there would be a swift recovery in consumption if the shock were temporary, was challenged. In particular, it was argued that households might instead perceive the repeated sequence of negative shocks over recent years as a more permanent deterioration in their income prospects, potentially linked to concerns about geopolitical developments and international fragmentation. It was also questioned whether the projections for private consumption were consistent with the shock being temporary. If the shock were perceived to be temporary, theory would suggest that households should buffer it by using their savings rather than by substantially reducing their consumption. Given that, in the projections, consumption was expected to decline, this could be interpreted as evidence either that some households lacked sufficient buffers of savings, or that households did not regard the shock as temporary. In addition, it was suggested that households – especially those at the lower end of the income spectrum who might quickly deplete their buffers of savings – could use any future increases in labour income to repair their balance sheets rather than spending more.

While private investment was expected to be hampered in the near term by higher energy costs, elevated uncertainty and reduced confidence, it was also being supported by AI-related investment. However, it was argued that there could be some downside risks to investment. In particular, the ongoing sequence of adverse supply shocks and persistent uncertainty might make firms think twice before investing, the closure of the Strait of Hormuz could constrain AI investment if the availability of helium became further impaired, and tightening credit conditions could weigh on investment more generally.

The labour market remained resilient and continued to support domestic demand, with additional jobs being created in the first quarter, although at a slower pace than in the last quarter of 2025. While labour demand had cooled further and firms and households expected the labour market to weaken, it was pointed out that there was still more confidence in employment prospects than had been the case before the pandemic. Unemployment also remained close to historical lows, with the June staff projections seeing a further decline in the unemployment rate – from 6.3% to 5.9%. It was argued that this could indicate a further tightening of the labour market. However, there was also a risk that employment would not remain as resilient following this shock as had been the case following the 2022 shock, because firms might be less inclined to hoard labour this time and might instead use the opportunity to substitute AI for labour.

Turning to fiscal policy, it was noted that, while much smaller than during the 2022 energy shock, recently introduced energy-related fiscal support measures were helping to cushion the effect of the current shock on the economy, although the effect of these measures might be dampened by increased VAT revenues from higher energy prices. More generally, part of the expected resilience of the euro area economy could be attributed to public investment linked to greater spending on defence and infrastructure, especially in view of the German fiscal package announced in March 2025, and to the Next Generation EU programme, which was a major source of funding that was not dependent on the economic cycle. The recent European Commission proposal to grant limited additional fiscal leeway under the national escape clause for defence expenditure in relation to projects supporting energy resilience and transition could also pose an upside risk to growth if it led to additional fiscal spending. At the same time, it was warned that fiscal policy was already relatively loose. Since fiscal sustainability was a crucial anchor for broader economic stability, it was vital to maintain sound public finances. In this context, fiscal responses to the energy price shock should be temporary, targeted and tailored, as emphasised in the European Commission’s 2026 European Semester Spring Package.

Regarding structural policies, there was an urgent need to strengthen the euro area economy. Reforms to enhance the euro area’s growth potential and accelerate the energy transition to reduce reliance on fossil fuels were more vital than ever. Completing the savings and investments union was key to funding innovation, supporting the green and digital transitions, and improving productivity. The digital euro and tokenised wholesale central bank money would enhance Europe’s strategic autonomy, competitiveness and financial integration, and would boost innovation in payments. It was thus essential to swiftly adopt the Regulation on the establishment of the digital euro. Simplifying and harmonising rules across the EU’s Single Market would help European firms grow faster.

Against this background, members assessed that the risks to the growth outlook were to the downside, mainly owing to the war in the Middle East, which had added to the volatile global policy environment. Prolonged disruption of energy supplies could increase energy prices further and for longer than currently expected. These factors would erode real incomes even more and make firms and households more reluctant to invest and spend. The drag on growth would intensify if the closure of major shipping routes were to cause acute shortages of key inputs that forced euro area firms to curtail output. A worsening of global financial market sentiment or a tighter supply of credit could dampen demand. Additional frictions in international trade could also further disrupt supply chains, reduce exports and weaken consumption and investment. Other geopolitical tensions, in particular Russia’s unjustified war against Ukraine, remained a major source of uncertainty. By contrast, growth could turn out to be higher if the economy and energy markets were to adapt more quickly than expected to the disruption caused by the war in the Middle East or if the war was resolved promptly and sustainably. Moreover, planned defence and infrastructure spending, reforms to enhance productivity and euro area firms adopting new technologies might drive up growth by more than expected. A deeper integration of the Single Market could also boost growth beyond current expectations.

With regard to price developments, members concurred with the assessment presented by Mr Lane in his introduction. Incoming data since the April meeting were seen as confirming a less favourable inflation assessment than had been anticipated at that time and as validating previous concerns that the energy shock would prove to be more persistent than previously expected. While inflation still appeared to be mostly driven by developments in energy-related sectors, an important change since April had been the increasingly visible and broadening materialisation of indirect effects into services and non-energy industrial goods inflation.

Inflation had risen to 3.2% in May, its third consecutive month above the 2% target, with energy price inflation being the main driver. However, the outcome for energy price inflation in May had been somewhat weaker than expected, and a question was raised as to whether this reflected the recently introduced temporary fiscal compensation measures or other more persistent factors. In this regard, distinctions had to be made between oil, gas and electricity. Natural gas had been less affected than oil by the conflict in the Middle East, while electricity prices had not yet been affected much. This might have been because the sensitivity of electricity prices to developments in natural gas prices had weakened owing to the larger share of renewable energy production in the energy mix, as well as nuclear power generation capacity in several countries. Although food price inflation had fallen to 2.0% in May, from 2.4% in April, it was still considered an important channel through which the energy shock could broaden across the consumption basket.

Inflation excluding energy and food had picked up to 2.5% in May, from 2.2% in April, surprising to the upside. This had been driven by both higher non-energy industrial goods inflation and a surprisingly large rise in services inflation. The increase in non-energy industrial goods inflation was seen as a sign of strengthening indirect effects from energy price increases. Supply chain pressures were also increasing, driven by longer delivery times, as indicated by the latest PMI data, and rising backlogs of orders. Pipeline pressures and producer prices were picking up around the world and the global supply chain pressure index had reached its highest level since 2022. The global character of the shock was also reversing the previous trend of imported disinflation, with prices for imports from China also expected to fall at a slower pace than previously. Regarding services inflation, it was argued that the rise from 3.0% in April to 3.5% in May was concerning, given the heavy weight of services in the consumption basket and their strong link to domestic cost conditions. The experience following the 2022 shock had shown that services inflation tended to react with a significant lag but might then prove to be very persistent, in part reflecting stronger wage growth. All of this implied that the surprise rise in services inflation could raise questions about the speed at which inflation would converge to the 2% target. However, it remained to be seen to what extent the latest rise in services inflation reflected temporary factors, such as the cost of package holidays in Germany and concert-related hotel prices in the Netherlands, or whether it could be considered more persistent, reflecting the first signs of the pass-through of energy prices and stronger than expected indirect effects.

With the energy shock proving more persistent than had been envisaged at the time of the March and April meetings, and indirect effects starting to become increasingly visible and broad-based, the inflation outlook had deteriorated further. In the baseline of the new June staff projections, headline inflation was now expected to average 3.0% in 2026, 2.3% in 2027 and 2.0% in 2028, while inflation excluding energy and food was expected to average 2.5% in 2026 and 2027, and 2.2% in 2028. Compared with the March projections, staff had revised up their baseline projection for inflation in 2026 and 2027 owing to a higher path for energy prices, which, to some extent, was expected to feed into food, goods and services inflation. In particular, non-energy industrial goods inflation was now projected to rise significantly over the coming quarters, whereas services inflation was projected to decline much more gradually than previously foreseen. Both developments were putting upward pressure on core inflation. While the main driver of higher inflation remained the sustained rise in oil prices linked to the conflict in the Middle East and the closure or disruption of key supply routes, the upward revision to non-energy inflation in the projections was seen as indicating that the indirect effects of the oil price shock were wider and more persistent than had been previously assessed.

There was considerable discussion about the direct effects, indirect effects and possible second-round effects of the energy shock. Direct effects had occurred rapidly, mainly through higher fuel and energy prices. However, indirect effects were now increasingly visible from the pass-through of higher energy prices to the prices of refined oil products, plastics, fertilisers, transportation and imports. It was noted that the staff baseline projections incorporated sizeable indirect effects, which were reflected in the upward movement in food inflation and non-energy industrial goods inflation. While it was indisputable that indirect effects would occur, it was key to monitor whether they were stronger or weaker than expected. Conversely, it was generally agreed that second-round effects were not yet observed in the data, although it was suggested that the risks of such effects were rising as the duration of the shock increased. In this context, it was noted that memories of the 2022 high-inflation episode could make households and firms react more quickly than in the past, increasing the risk that price-setting and wage-bargaining behaviour would adjust.

Domestic cost pressures had eased in the first quarter, supported by slower growth in wages and profits. The ECB wage tracker and surveys on wage expectations continued to indicate that wage growth should ease over the year, and projected growth in compensation per employee in 2026 had been revised down in the June staff projections. Overall, there was no evidence so far of second-round effects via higher wage growth. However, it was observed that wages adjusted with a significant lag and were therefore an imperfect real-time indicator, while it seemed likely that upcoming wage negotiations would incorporate considerations related to purchasing power. It was also suggested that a more structural tightening of the labour market over time, including on account of demographic changes, could exert upward pressure on wage growth and services inflation, although this was unlikely to be a near-term concern.

Inflation expectations for shorter horizons had moved up, as reflected in surveys of both experts and households. It was highlighted that consumers’ inflation expectations remained elevated across all horizons and that the distribution of expectations had shifted to the right. It was also suggested that if the rise in short-term inflation expectations were prolonged and left unchecked it could spill over into medium and longer-term inflation expectations, especially of firms and households. Therefore, it was important to carefully monitor the risk of a potential unanchoring of inflation expectations. At the same time, most measures of longer-term inflation expectations had been relatively stable and continued to stand at around 2%.

Against this background, members assessed that the risks to the inflation outlook were to the upside. If energy prices were to rise by more and for longer than currently expected, euro area inflation would increase further. This could be reinforced and become more persistent if higher energy prices were to spill over by more than expected to other prices and to wages, if longer-term inflation expectations were to rise in response, or if global supply chains were disrupted more broadly. Ongoing trade tensions could also give rise to more fragmented global supply chains, curtail the supply of critical raw materials and worsen capacity constraints in the euro area economy. Extreme weather events, and the unfolding climate and nature crises more broadly, could drive up food prices by more than expected. By contrast, inflation could turn out to be somewhat lower if the economic effects of the war in the Middle East proved to be more short-lived than currently expected or if indirect or second-round effects proved less pronounced than anticipated. More volatile and risk-averse financial markets could weigh on demand and thereby lower inflation as well.

Members considered that, in view of the ongoing elevated uncertainty, supplementing the staff baseline projections and the regular risk assessment with alternative illustrative scenarios was informative to give an indication of the broad range of possible outcomes for inflation and growth. Under the adverse and severe scenarios, headline and core inflation would both be significantly above 2% over the entire projection horizon, with the implications for medium-term inflation depending crucially on the scale of indirect and second-round effects of a stronger and more persistent energy shock, but also on the possibility of physical shortages of oil and severe supply chain disruptions. Conversely, under the milder scenario, inflation would peak at a level similar to that foreseen in the baseline in the short term but would fall below target in the medium term.

Members agreed that the scenarios should be seen as complementary to the baseline projections in terms of informing the policy discussion, while they were also useful for narrative and communication purposes. However, there was debate about the design of the scenarios and the likelihood of their materialisation. The switch to constructing the various scenarios on the basis of market-implied future price paths, notably for oil and gas prices in various parts of the distribution, was broadly welcomed as being objective, transparent and helpful for facilitating communication. Although it was noted that oil futures were often poor predictors of future realised spot prices and that current market pricing and option-implied distributions might not fully reflect the real economic impact and risks associated with the conflict, especially in relation to physical shortages, bottlenecks, depletion of inventories and second-round effects, there was no clearly superior, objective alternative. Nevertheless, it was questioned whether using scenarios based on market-implied probabilities of price outcomes was the correct approach to take, given that the related narrative underpinning the scenarios might be less clear and given that current uncertainties in oil markets were primarily on the physical side, and the mapping from these possible physical outcomes to possible price outcomes was surrounded by a considerable degree of uncertainty.

While it was generally considered that the risks to energy prices were to the upside and that the adverse scenario was more likely than the milder scenario, a few members suggested that the adverse scenario could potentially be more likely than the baseline. In this context, it was pointed out that energy prices exhibited backwardation – a negative slope – from late 2026 in all scenarios and were also expected to fall well below current levels by the end of the projection horizon in all but the severe scenario, which suggested that market expectations might be overconfident, especially for the upper part of the distribution. Consistent with this, it was highlighted that information from other sources, such as think tanks and Polymarket, appeared less optimistic than the option-implied distributions for oil prices. At the same time, it was suggested that the severe scenario was now very unlikely, given how the oil market had managed the disruption for over three months. In addition, it was noted that episodes of heightened tensions in energy markets over the last three months had often been followed quite quickly by de-escalation of the conflict or by peace talks. Moreover, a feature common across all the scenarios, including the milder scenario, was that oil prices remained higher than pre-war expectations even at the end of the projection horizon. This meant that, unless a very mild scenario materialised, oil prices would probably be significantly higher over the next two years than had been expected before the war, and this still represented a large shock.

Turning to the monetary and financial analysis, members broadly concurred with the assessment provided by Ms Schnabel and Mr Lane in their introductions. Financial markets were now expecting around three 25 basis point interest rate hikes overall, with one hike fully priced in for the June Governing Council meeting and another for the September meeting. At the same time, since the start of the war in the Middle East the sharp increase in shorter-term inflation expectations had lowered real short-term interest rates and made current policy rates more accommodative, even though there had been no deliberate policy easing.

Overall, financial conditions were broadly unchanged since the Governing Council’s previous monetary policy meeting, but they remained tighter than before the war. However, the tightening effect of higher policy rate expectations had been counteracted by an easing impulse from risk asset markets. While continuing to exhibit volatility, risk asset markets remained buoyant overall, as was evident in compressed bond spreads and stretched equity valuations, especially in the United States. Indeed, the AI boom meant that US equity markets had sometimes appeared to behave as if there were no war, with valuation multiples in some segments suggesting fragilities. In this context, there were continued and possibly rising risks of a sharp correction in financial markets and an abrupt tightening in global financial conditions. This could be triggered by fading optimism about AI, especially given the circular phenomenon whereby expectations of higher dividends and profits could drive up valuations, which could in turn generate expectations of further increases in dividends and profits, and given that the limited network of companies involved were often one another’s clients, suppliers and investors. A market correction could also be triggered if the increase in global inflation – possibly amplified by renewed escalation of the war in the Middle East – induced global central banks to pursue tighter than expected monetary policy.

A sudden, sharp drop in asset prices, potentially amplified by the non-bank financial sector, which exhibited vulnerabilities, and by deteriorating asset quality, particularly in energy and trade-sensitive sectors, would also pose risks to financial stability. These risks were increasing the longer the current geopolitical conflicts lasted. However, euro area banks remained resilient, supported by strong capital and liquidity ratios, solid asset quality and robust profitability. More generally, macroprudential policy remained the first line of defence against the build-up of financial vulnerabilities, enhancing resilience and preserving macroprudential space. In this context, members assessed that there was currently no conflict between financial stability considerations and monetary policy.

Regarding the financing conditions for households and firms, the cost of issuing market-based debt had risen to 4.0% in April, from 3.9% in March, while bank lending rates for firms had remained at 3.6% in April and mortgage rates at 3.4%. Corporate credit growth and mortgage loan growth had remained robust, with the annual growth rate of bank lending to firms increasing to 3.4% in April, from 3.2% in March, the growth rate of corporate bond issuance rising to 4.6%, and mortgage lending again growing by 3.0%. However, according to the latest bank lending survey for the euro area, credit standards for loans to firms had tightened in the first quarter of 2026. It was suggested that this would have a dampening impact on credit in the period ahead, at least for those sectors hit harder by the energy shock.

Monetary policy stance and policy considerations

Turning to the monetary policy stance, members assessed the data that had become available since the last monetary policy meeting in accordance with the three main elements that the Governing Council had communicated in 2023, and updated in July 2025, as shaping its reaction function, namely: (i) the implications of the incoming economic and financial data for the inflation outlook and the risks surrounding it; (ii) the dynamics of underlying inflation; and (iii) the strength of monetary policy transmission.

Members largely agreed that the continuation of the conflict in the Middle East and the incoming data had led to a deterioration of the inflation outlook relative to both the outlook embedded in the March staff baseline projections and the outlook at the time of the previous monetary policy meeting in April. Headline inflation had risen significantly above target owing to the direct effects of the energy price shock and the fact that the shock was spreading into non-energy inflationary dynamics via increasingly visible and broad-based indirect effects. There were also clear signs of pipeline pressures, with producer prices rising globally and sharply increasing input prices translating, at least partly, into higher output prices, while short-term inflation expectations were becoming increasingly sensitive to the shock. Compared with the March projections, staff had revised up their baseline projection for inflation in 2026 and 2027, with above-target inflation more pronounced and persistent than previously envisaged owing to a higher path for energy prices, which was, to some extent, expected to feed into food, goods and services inflation. Headline inflation was set to rise further over the summer and remain well above target into the first half of 2027, despite almost three 25 basis point interest rate hikes being embedded in the projections. It was then expected to return to target in the second half of 2027, supported by falling energy prices and slower increases in other prices, but also partly by base effects. By contrast, inflation excluding energy and food was projected to remain above 2% until the end of the projection horizon.

The staff baseline projections were subject to substantial uncertainty owing to the war in the Middle East. This uncertainty was also reflected in the broad range of outcomes for inflation and growth in the updated illustrative scenarios put together by Eurosystem staff. The full implications of the war for medium-term inflation and growth would depend on the intensity and duration of the energy price shock, as well as the scale of its indirect and second-round effects. The longer energy prices stayed high, the more likely they were to drive up broader inflation through indirect and second-round effects. Such dynamics would raise the risk of the energy shock becoming embedded in underlying inflation and in medium and longer-term inflation expectations. Still, second-round effects had not yet been seen. In addition, while inflation expectations over shorter horizons remained well above levels before the outbreak of the war in the Middle East, the credibility of the ECB’s commitment to price stability remained solid, with medium and longer-term inflation expectations remaining broadly anchored. Most measures of longer-term inflation expectations stood at around 2%, supporting the stabilisation of inflation around target in the medium term.

All members viewed the risks surrounding the inflation outlook as being to the upside relative to the staff baseline projections, with the evolution of the conflict in the Middle East being the key source of risk. If energy prices were to rise by more and for longer than currently expected, euro area inflation would increase further. In this context, it was noted that the return of inflation to target in the staff baseline projections was predicated on the fairly pronounced decline in oil and other energy prices from current levels implied by the shape of energy futures curves. This strong backwardation reinforced the large negative base effects that would automatically push inflation down once high past price increases dropped out of the annual calculation, whereas core inflation was expected to remain above 2% for the entire projection horizon. Therefore, if energy prices did not decline as implied by the futures curves, above-target inflation was likely to prove considerably more persistent. Moreover, relying on energy price developments for inflation to return to target was seen as risky given ongoing geopolitical tensions, recent market volatility and uncertainty as to whether energy supply risks and the possibility of physical shortages were sufficiently reflected in market prices.

Inflationary risks from energy prices could be reinforced and become more persistent if higher energy prices were to spill over by more than expected to other prices and to wages, if longer-term inflation expectations were to rise in response, or if global supply chains were disrupted more broadly. Recent price signals from PMIs and growing prospects of supply bottlenecks were a concern in this regard. In this context, it was argued that, given the size of the shock, pass-through could be non-linear even under the baseline, with the likelihood and strength of non-linearities increasing with the duration of the conflict. Additional fiscal spending on energy resilience and the energy transition in light of additional flexibility under the national escape clause for defence expenditure, as recently proposed by the European Commission, posed another upside risk to inflation. More broadly, there remained a continuing risk that ongoing trade tensions could give rise to more fragmented global supply chains, curtail the supply of critical raw materials and worsen capacity constraints in the euro area economy. Finally, extreme weather events, and the unfolding climate and nature crises more broadly, could drive up food prices by more than expected, especially given the risk of a “super” El Niño.

At the same time, inflation could turn out to be somewhat lower if the economic effects of the war in the Middle East proved to be more short-lived than currently expected or if indirect or second-round effects proved less pronounced than anticipated. In this context, it was argued that demand remained relatively weak, which might limit the ability of firms to pass on higher energy costs to final product prices and reduce the intensity of indirect and second-round effects. However, it was also argued that rising input and output prices, as well as surging selling price expectations, suggested that the weakening of the economy in response to the energy shock was probably insufficient to bring inflation back to target over the medium term, especially as incentives for firms to pass cost increases on to consumer prices were likely to become stronger as profit margins were eroded. In addition, the staff baseline growth projection had not been revised down by much, and it was suggested that this implied that the downside risks to growth were more limited than the upside risks to inflation. The relatively flat slope of the Phillips curve – which was influenced by the relative inflexibility of the euro area economy – also implied that lower growth was unlikely to be sufficient to bring inflation back down to target.

In this context, members discussed how the current environment compared to the situation at the time of the energy shock triggered by Russia’s invasion of Ukraine in 2022, after which significant second-round effects and non-linearities had come into play. So far, the magnitude of the current shock was still smaller than the overall sequence of inflationary shocks experienced in late 2021 and early 2022, although the global nature of the energy shock this time, in contrast to the relatively contained regional disturbance of 2022, raised the risk of larger indirect effects through import prices and along global value chains. The economic backdrop was also now quite different from the situation in 2022. The energy shock then had occurred in the context of strong pent-up demand after the post-pandemic reopening, whereas the economy was currently experiencing more subdued growth amid relatively weaker demand conditions. The current composition of demand was also different, as the services component that had made inflation so persistent in the previous cycle was not the main driver on this occasion. In addition, the fiscal reaction to the current shock and associated demand impetus was much smaller than it had been in 2022, and monetary policy had been highly accommodative prior to the shock in 2022, whereas it had been broadly neutral entering the current shock. Finally, notwithstanding some pressures, global supply chain bottlenecks remained much more contained on this occasion. These factors all suggested that the effects of the current shock would be more short-lived than those of the previous episode. Still, it was important to remain vigilant. This was especially the case because the 2022 inflation episode was still fresh in the memories of both households and firms. Therefore, more attention was likely to be paid to price rises now than at the time of the previous energy shock, and this could mean that firms and workers might react more quickly on this occasion.

Turning to underlying inflation, some indicators had already been driven higher by the energy shock. Core inflation had risen. Following an upward revision in the June staff projections, it was now projected to remain above 2% for the entire projection horizon and exceed 2.5% for a significant period, despite the policy tightening embedded in the projections. It was also suggested that risks to the outlook for core inflation were tilted to the upside. More generally, the limited other available measures of underlying inflation had all increased in May, and the April PCCI, which was often seen as the most reliable indicator, also pointed to upside risks. It was suggested that the evolution of underlying inflation dynamics was indicative of persistent rather than temporary underlying price pressures and therefore a cause for concern. Moreover, it was argued that underlying inflation measures – including core inflation – were particularly relevant from the current policy perspective since they could be seen as the main “attractor” for headline inflation over the medium term and also reflected the spillovers from energy prices to broader inflation dynamics. In this vein, it was suggested that it would be misleading to look at current headline inflation in isolation, given that its projected future path depended heavily on the shape of the energy futures curve and it was also expected to be brought down later in the projection horizon by large negative base effects. At the same time, it was argued that underlying inflation, while very relevant for monetary policy, was not the same concept as medium-term inflation since underlying inflation measures were most pertinent to inflation dynamics one year ahead. Core inflation and non-energy inflation were expected to peak in 2027 and then decline. Therefore, the rise in underlying inflation could be viewed as only reflecting a lagged adjustment to the original shock, which did not preclude inflation from returning to target in the medium term, assuming sufficient monetary policy action. There was also no evidence so far of the energy shock translating into higher wage growth, with recent wage developments and the outlook for wages both being consistent with inflation at target over the medium term. It was suggested that recent indicators of wage growth had been less responsive to recent developments than previously expected and that future wage claims could be moderated by a cooling labour market and threats to employment from AI. This could imply that the risk of second-round effects via wages was lower than thought. However, wages only adjusted with a significant lag. With the labour market still relatively resilient, it was argued that, over time, workers could seek to recoup lost purchasing power, potentially negotiating more forcefully this time given their previous experience after the 2022 energy shock. This could create an upside risk to wage growth. It was also becoming more expensive for firms to source other inputs, and they therefore expected to put up their selling prices. From this perspective, it was argued that the risk of second-round effects remained on the horizon.

Finally, the transmission of monetary policy continued to be smooth and effective. Monetary policy had been broadly neutral for the past year. However, in 2025 the final residual drag from the earlier tightening cycle had continued to exert downward pressure on economic activity. Therefore, the resilience of the economy so far this year partly reflected the policy support associated with the removal of that headwind. The dampening effect from the tighter financial conditions since the outbreak of the war had been limited so far, with credit growth remaining robust. Looking ahead, however, it was suggested that the recent rise in long-term interest rates and tightening of bank lending standards would lower credit demand, weigh on investment and weaken economic momentum, thereby generating a disinflationary impulse over the medium term. It was also observed that, while bank-based transmission appeared to be working well, market-based transmission was affected by investor risk appetite, which could swing rapidly. Against this backdrop, a tighter supply of credit or a worsening of global financial market sentiment associated with more volatile and risk-averse financial markets could weigh on demand and thereby pose a downside risk to both growth and inflation.

Monetary policy decisions and communication

Against this background, all members supported the proposal made by Mr Lane to raise the three key ECB interest rates by 25 basis points. This was in line with the Governing Council’s commitment to setting monetary policy to ensure that inflation stabilised at the 2% target in the medium term. The war in the Middle East was generating inflation pressures. Higher inflation on account of the persistent energy price shock was no longer merely forecast but had already materialised, with the incoming data now also signalling increasingly visible and broad-based indirect effects on non-energy inflation. Further indirect effects were in the pipeline, pointing to more broadening of inflationary pressures across the economy, and second-round effects remained a clear possibility, with their likelihood increasing the longer the energy shock persisted. The inflation outlook had deteriorated, with the staff baseline projections for inflation revised up, such that above-target inflation was projected to be more pronounced and persistent than had been previously envisaged, and core inflation was now expected to remain above 2% for the entire projection horizon.

While uncertainty remained very high, especially in relation to the duration of the energy shock, it was now clearer than in April that the conflict and associated shock were persistent. There was also a greater understanding of the consequences of the shock, in part because of the full analysis of the outlook and surrounding risks that was possible in the context of the staff projection exercise. In addition, despite the upward revision to the inflation outlook, risks were still to the upside. Overall, it was now clear that the current situation no longer qualified as a case for looking through the shock. Therefore, the option value of waiting for further information had diminished considerably since the previous meeting. Instead, monetary policy now had to react to the information that was available and, in particular, to the projected deviation of inflation from the 2% target over the medium term as the energy price shock spread to other parts of the consumption basket. Such action should help to contain indirect effects and risks of second-round effects from the energy shock. In addition, it should support the credibility of the ECB’s price stability commitment, especially in the face of high and rising short-term inflation expectations, and ensure that medium and longer-term inflation expectations remained well anchored, also in view of market participants’ understanding of the Governing Council’s reaction function. There was also currently no conflict between financial stability considerations and monetary policy. Raising interest rates by 25 basis points at this time was consistent with the strategy of a measured adjustment of policy in response to a supply shock generating a large though not too persistent overshoot of the inflation target. Such a move would continue to leave the Governing Council well positioned to navigate the uncertainty caused by the war, evaluate the upcoming data and maintain flexibility for future meetings.

The decision was also robust across a range of scenarios mapping out how the shock might evolve and affect the medium-term outlook for the euro area. In all scenarios, inflation would exceed the target over the medium term in the absence of tighter monetary policy. Even under a milder scenario with less elevated energy prices – which might emerge if the conflict was resolved promptly and sustainably – a significant portion of the inflationary damage from the shock would already have worked its way into the broader economy. In particular, supply chain disruptions, higher production costs and firm-level price adjustments would not simply or quickly reverse with the resolution of the conflict. Therefore, hiking interest rates at the current juncture would be appropriate even under the milder scenario, implying that under no scenario considered in the projection exercise would maintaining the deposit facility rate at 2% in June be appropriate.

Given these considerations, while a hike could have been seen as precautionary had it been decided at the Governing Council’s monetary policy meetings in March or April, the current adjustment should not be seen as an insurance hike but rather as a decision that was robust across the baseline outlook and the full range of alternative scenarios, supported by a thorough assessment. This also meant that it was helpful to demonstrate this robustness by publishing the milder scenario alongside the adverse and severe scenarios so that it was clear that the policy decision was robust across all scenarios and that the Governing Council had assessed how its policy decision would fare under a milder scenario.

In this context, members discussed how the current environment compared to the situation in 2011, when the ECB had raised interest rates in April and July before subsequently reversing course in November and December. Since that time, the Governing Council had reviewed its monetary policy strategy twice and learnt lessons both from that episode and from a range of different shocks. It was observed that the key difference now was that, notwithstanding some financial stability risks such as those related to stretched valuations in financial markets, there were currently no tangible signs of unfolding financial stress and associated recessionary risks, whereas the interest rate hikes in 2011 had come at a time when the euro area sovereign debt crisis was in full swing. More generally, the lesson from 2011 was not that the Governing Council should never increase interest rates when financial stability risks were present, but rather it should avoid pre-committing in relation to future policy decisions. Hiking interest rates by 25 basis points at the current meeting while continuing to monitor financial stability risks and maintaining the data-dependent and meeting-by-meeting approach was seen as consistent with these lessons.

With regard to communication, members reiterated that the Governing Council’s future interest rate decisions would continue to be based on its assessment of the inflation outlook and the risks surrounding it, in light of the incoming economic and financial data, as well as the dynamics of underlying inflation and the strength of monetary policy transmission. The Governing Council would also continue to follow a data-dependent and meeting-by-meeting approach to determining the appropriate monetary policy stance without pre-committing to a particular rate path.

Given the continuing high uncertainty, it was important to refrain from giving any guidance regarding the future interest rate path. Communication should remain neutral, neither suggesting that the current decision was the first of a sequence of hikes to come nor that it was a one-off move. Avoiding pre-commitment could help to cater effectively for different scenarios regarding the evolution of the shock. At the same time, continued vigilance was vital, and it was important to acknowledge that further rate hikes were embedded in the baseline projections. Therefore, it was important to communicate that the Governing Council was firmly committed to delivering 2% inflation over the medium term, was closely monitoring the situation, and remained agile and flexible to do whatever was necessary to respond to threats to the price stability objective. It was also noted that the combination of the Governing Council’s reaction function and the data-dependent and meeting-by-meeting approach was consistent with its monetary policy strategy for handling the highly uncertain economic environment. It had proved to be a robust approach that was well understood by market participants and had helped to deliver price stability following the inflation surge in 2022.

Looking ahead, the Governing Council would continue to carefully monitor the evolving situation and its data-dependent approach would help it to set monetary policy as appropriate to ensure that inflation stabilised sustainably at the medium-term target. The longer energy prices stayed high, the more likely they were to drive up broader inflation through indirect and second-round effects. It was therefore important to closely monitor the size and persistence of the energy price increase and how it was feeding through to price and wage-setting, inflation expectations and overall economic dynamics. Other key elements to monitor included potential physical shortages of energy and other commodities, the evolution of aggregate demand, developments in core and underlying inflation, the evolution of financial conditions – including to assess whether policy was being transmitted smoothly – and financial market developments, also in view of financial stability risks.

Taking into account the foregoing discussion among the members, upon a proposal by the President, the Governing Council took the monetary policy decisions as set out in the monetary policy press release. The members of the Governing Council subsequently finalised the monetary policy statement, which the President and the Vice-President would, as usual, deliver at the press conference following the Governing Council meeting.

Monetary policy statement

Monetary policy statement for the press conference of 11 June 2026

Press release

Monetary policy decisions

Meeting of the ECB’s Governing Council, 10-11 June 2026

Members

• Ms Lagarde, President

• Mr Vujčić, Vice-President

• Mr Cipollone

• Mr Demarco

• Mr Dolenc*

• Mr Elderson

• Mr Escrivá

• Mr Kaasik

• Mr Kazāks

• Mr Kažimír*

• Mr Kocher*

• Mr Lane

• Mr Makhlouf

• Mr Moulin

• Mr Nagel

• Mr Panetta*

• Mr Patsalides

• Mr Pereira*

• Mr Radev

• Mr Rehn*

• Mr Reinesch

• Ms Schnabel

• Mr Šimkus

• Mr Sleijpen

• Mr Stournaras

• Ms Švaljek, Deputy Governor of Hrvatska narodna banka

• Mr Wunsch

* Members not holding a voting right in June 2026 under Article 10.2 of the ESCB Statute.

Other attendees

• Ms Senkovic, Secretary, Director General Secretariat

• Mr Kamps, Acting Secretary for monetary policy, Acting Director General Monetary Policy

• Mr Kapadia, Head of Division, Directorate General Monetary Policy

Accompanying persons

• Ms Bénassy-Quéré

• Mr Dewachter

• Mr Horváth

• Mr Koukoularides

• Mr Kroes

• Mr López

• Mr Lünnemann

• Ms Mauderer

• Mr Nicoletti Altimari

• Mr Petriček

• Mr Randveer

• Ms Raposo

• Mr Reuter

• Mr Rutkaste

• Ms Schembri

• Mr Šošić

• Ms Tamoševičienė

• Mr Tavlas

• Mr Välimäki

Other ECB staff

• Mr Proissl, Director General Communications

• Ms Vansteenkiste, Counsellor to the President

• Ms Rahmouni-Rousseau, Director General Market Operations

• Mr Arce, Director General Economics

• Ms Nickel, Deputy Director General Economics

Release of the next monetary policy account foreseen on 27 August 2026.

CONTACT

European Central Bank

Directorate General Communications

• Sonnemannstrasse 20

• 60314 Frankfurt am Main, Germany

• +49 69 1344 7455

• media@ecb.europa.eu

Reproduction is permitted provided that the source is acknowledged.

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以太坊智能审计验证流程

重要性4/5 中高

官方安全团队披露近期且与 ETH 客户端依赖直接相关的漏洞实例，方法论信息密集；技术影响范围仍未公开。

标签

标的：`ETH`来源：Ethereum Foundation发布日期：2026-07-09重要性：4/5 中高评级理由：官方安全团队披露近期且与 ETH 客户端依赖直接相关的漏洞实例，方法论信息密集；技术影响范围仍未公开。评级依据：发布时间较近, ETH直接相关, 官方一手来源, 已公开漏洞编号, 影响范围未披露原文字数：2071

中文摘要

核心结论

Ethereum Foundation（以太坊基金会）协议安全团队称，协调式 AI（人工智能）代理已在真实协议代码中发现漏洞，其中 libp2p（点对点网络库）的 gossipsub 模块出现可远程触发的崩溃，已修复并披露为 CVE-2026-34219。文章的主张是，代理生成候选漏洞的速度提升后，独立复现、可达性验证和去重成为安全审计的主要瓶颈。

重要性评级

评级：4/5（中高）

内容来自以太坊基金会协议安全团队，涉及 ETH 共识客户端依赖的点对点组件及已公开漏洞；文章重点是审计方法，未披露受影响版本、修复覆盖率或网络层面的实际损害。

关键事实

• Nikos Baxevanis 于美东时间 07/08 20:00（UTC+8 07/09 08:00）发布该文。
• 团队称已发现真实漏洞；公开案例为 libp2p 的 gossipsub 模块可被远程触发崩溃，编号为 CVE-2026-34219，文中称已修复并披露。
• 团队将工作分为侦察、漏洞搜寻、覆盖缺口补齐和独立验证，并通过代码仓库共享状态协调多个代理。
• 每个候选项须明确攻击者可达入口、必须保持的不变量、可能破坏机制、可观测结果、独立复现材料和去重键。
• 文章要求复现材料可在真实代码和正常构建配置中运行，避免调试构建崩溃、不可达输入和形式化证明题意偏差造成误报。
• 候选项需独立检查攻击者在常规配置下的可达性，以及攻击成本与网络损失；已知、已修复和被拒绝的问题应持续去重。
• 文中援引 Anthropic（人工智能公司）的案例：约一千份候选报告经排序和专家审核后，最高优先级组约 86% 经得起检验；以太坊基金会未公布自身接受率。

作者观点与证据

作者将 AI 代理定位为搜索与假设生成工具，最终漏洞认定、披露与去重由人工负责。证据包括已公开的 CVE-2026-34219、团队流程描述及外部机构案例；文章未给出该漏洞的技术细节、影响客户端版本、复现代码或本团队统计数据。

与相关标的的关系

ETH 直接相关：libp2p 的 gossipsub 是以太坊共识客户端使用的点对点网络组件，远程崩溃类缺陷关系到客户端韧性。本文没有宣布以太坊协议升级、共识规则调整或 ETH 经济参数变化。

时效性与限制

发布时间为美东时间 07/08 20:00（UTC+8 07/09 08:00），属于近期的官方安全工程材料。文章聚焦方法论，且作者明确未公开自身筛选数据；漏洞的实际攻击条件、受影响范围和修复部署状态仍需查阅 CVE 与各客户端公告。

后续跟踪

• CVE-2026-34219 的受影响版本、修复版本和部署进度。
• 以太坊客户端团队是否发布相关兼容性或安全公告。
• 协调式代理审计在其他客户端上的公开验证结果。
• 可复现测试、独立审计和漏洞披露材料的后续发布。

英文原文

The triage is the product: running AI agents against Ethereum's protocol code | Ethereum Foundation Blog

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The triage is the product: running AI agents against Ethereum's protocol code

Posted by Nikos Baxevanis on July 9, 2026

Research & Development

Notes from the Ethereum Foundation's Protocol Security team on running coordinated AI agents against real protocol code, including how we organize the work, what holds up under scrutiny, and what client teams and security researchers can take from it. This post stands on its own; later posts will go deeper on individual clients.

What we've been running, and what surprised us

On the Ethereum Foundation's Protocol Security team, we've been running coordinated AI agents against the kinds of systems the network depends on, like systems software, cryptographic code, and contracts that have to be right. The agents found real bugs. One is now public: a remotely-triggerable panic in libp2p's gossipsub, a core part of the peer-to-peer layer Ethereum consensus clients run on, fixed and disclosed as CVE-2026-34219 with credit to the team.

Agents finding bugs wasn't the surprise. The surprise was how little of the work went into finding them, and how much went into telling the real bugs from the ones that just looked real.

This post is for client teams and security researchers who want to do the same thing. It covers how we organize the agents, the bar a candidate has to clear before it counts as a finding, and the habits that keep the results trustworthy.

Teams elsewhere are converging on the same recipe. Anthropic's Frontier Red Team built an agent that writes property-based tests and found real bugs across the Python ecosystem . Cloudflare ran a frontier model through a security-research harness against their own systems. Everyone lands on the same loop: point a capable model at a codebase, let it search, and triage what comes back. So the real question is how to do this without drowning in confident-sounding noise.

One caveat up front: tooling for agent-driven audits moves fast, and any specific setup is out of date in a few weeks. So this post is deliberately about the methods, which are persistent, rather than the tooling. Disclosure is its own topic and will probably be its own post.

An agent is a search tool, not an oracle

An agent pointed at a codebase is a search tool, a lot like a fuzzer. The difference is what comes back. A fuzzer hands you a crash and a stack trace. An agent hands you a lot more, including a write-up (call chain, impact claim, suggested severity) and the artifacts to back it, like a proof-of-concept you can run against the real code.

All of that makes the result easy to read and easy to trust, the running proof-of-concept most of all. So don't count how many candidates an agent produces. Count how many turn out to be real.

How the work is organized

We run many agents in parallel against one target. They coordinate through the repository itself, with shared state in version control and no central process handing out work. An agent writes down a claim where the others can see it, does the work, and commits.

We got this approach from Anthropic's writeup on building a C compiler with a fleet of agents , which coordinates the same way. There's no central coordinator to build or maintain, and less that can go wrong.

The roles are generated by the work that's discovered:

• Recon turns an attack surface into concrete, testable hypotheses. Not "audit the decoder" but "this field is trusted past this point; here's the property it should keep, the way it might break, and the proof that would settle it."

• Hunting takes one hypothesis, traces the code path, and tries to build a reproducer.

• Gap-filling looks at what was accepted and what was rejected, writes the next batch of hypotheses, and tracks coverage so the agents don't keep going over the same ground.

• Validation re-checks each candidate independently, removes duplicates, and decides.

We didn't invent this pipeline. Cloudflare describes the same stages, recon, parallel hunting, independent validation, deduplication, reporting, and their writeup helped shape ours.

Here's what a candidate looks like before it counts as a finding:

target: component and entry point an attacker can actually reach

invariant: the property that must hold

mechanism: the specific way it might be made to break

success: observable proof: a panic, a stall, an accepted-invalid input

reproducer: a self-contained artifact that runs against the real code

dedup: a key, so two agents don't chase the same thing

The schema is there for a reason. It forces a specific, testable claim and a clear definition of done. An agent that has to write down an observable proof can't fall back on "this looks risky."

Reproducible or it didn't happen

One rule matters more than any other. A candidate isn't a finding until there's a self-contained artifact that reproduces the failure against the real code, and that runs for someone who didn't write it.

The reproducer doesn't read the write-up, and it doesn't care how confident the model sounded. It either runs or it doesn't.

Most of its value is in the false positives it catches. Three of them come up over and over, and each one is the agent getting a pass for the wrong reason:

• A panic that only happens in a debug build. Compile and run it the way the software actually ships, and the value just wraps around. Nothing crashes. It looks like a crash, but it isn't one.

• A reproducer that builds some internal value by hand, one no real input could ever produce, because every path an attacker controls rejects it earlier. The bug only "reproduces" against a function that nothing reachable calls that way.

• In formal-verification work, a proof that goes through but doesn't mean what you wanted. The statement is trivially true regardless of what the code does, or it's weaker than the property you meant to capture. The verifier is satisfied, but the theorem doesn't constrain the behavior you actually cared about.

None of this is new. It's the same thing as a test that passes because it doesn't actually check anything. What's new is the volume. An agent writes the useless version as fast as the real one, and just as confidently. So the check has to be automatic. You can't count on the agent to catch itself.

Signal-to-noise is most of the work

Most candidates are wrong, duplicate, or out of scope. That's not a problem with the method; that's how it works. The goal is to reject the wrong ones fast and back the real ones with proof that's hard to argue with.

Every candidate that survives gets two independent checks. Can a real attacker actually reach it in a normal configuration? And what does it cost the attacker to pull off, compared to what it costs the network if it works? A bug that any single peer can trigger is very different from one that needs special access or a huge amount of resources.

Everything gets checked against a running list of what's already known, fixed, or rejected. Without that, the agents keep rediscovering the same closed issue and reporting it again and again.

Acceptance rates vary a lot from target to target, and that variation is useful on its own. Run this against mature, heavily audited code and almost nothing survives, which is still worth knowing. "We looked hard and found nothing" is a real result. Run it against less-explored code, or against formally verified code, where a machine-checked proof covers a model and the deployed bytecode is only assumed to match it, and more gets through.

We're not the only ones who found that the triage is the hard part. Cloudflare's main takeaway was that a narrow scope beats broad scanning. Anthropic's property-based-testing agent generated something like a thousand candidate reports, then used ranking and expert review to get down to a top tier that held up about 86 percent of the time. The generation was the easy part. I'm not going to publish our own numbers here; tied to a specific target, they'd say more about the target than about the method.

What the agents are good at, and where they mislead

There's hype in both directions, so here's a plain list of what the agents do well and where they mislead.

Good at Misleading at

Reading the spec and the code together Call chains that look reachable but aren't

Stating and checking a real invariant Gaming the success check (a pass for the wrong reason).

Drafting a reproducer from a one-line idea Inflating severity to match how dramatic the write-up sounds

Suggesting a root cause before you've looked Bugs that span a sequence of valid steps

The split isn't even steady from one task to the next. Stanislav Fort, testing a range of models on real vulnerabilities, calls this a jagged frontier , or a model that recovers a full exploit chain on one codebase can fail basic data-flow tracing on another. You can't assume one good result means the next will hold up, which is another reason every candidate gets checked on its own.

The last row is the important one. A single agent session is good at one-shot reasoning and bad at bugs that span a sequence of steps, where each step is valid and only the order is wrong. For those, the agent isn't the search tool. Its job is to suggest which sequences are worth running through a stateful test harness . Used that way, it works well. Used as a replacement for the harness, it misses the most expensive bugs there are, the ones that only show up across a sequence.

Keeping it honest

A few habits do most of the work of making agent findings trustworthy, and none of them are complicated.

• Provenance on every artifact: what produced it, with what context, against which revision. A finding should be something you can re-run months later.

• Determinism where it counts: one environment, one way to build and run, so "reproduces" means the same thing on every machine, not just the one where it was found.

• Norms, not scripts: tell agents what matters, the invariants and the bar for a real finding, instead of a numbered procedure. Over-scripted agents break the same way over-specified tests do, they keep following the steps after the steps stop making sense. A study of repository context files found the same thing: the extra requirements lowered task success and raised cost by over 20%, and the authors recommend keeping context to the minimal requirements.

• A person makes the final call: agents suggest. They don't decide what's real, what's a duplicate of a known issue, or what gets disclosed and when.

The bottleneck moved

AI didn't replace the security researcher. It moved the work. The time that used to go into coming up with and chasing down hypotheses now goes into judging them at scale, including building the oracle, running the triage, keeping the list of known issues, and handling disclosure.

The bottleneck didn't go away. It moved from finding bugs to trusting the results, which is a better place for it, because that's where human judgment actually matters. But it's still a bottleneck, and ignoring that is how you end up shipping a wrong "it's fine."

The practices that make this work aren't new. Reproducible failures, real oracles, and careful triage are the same practices that turned fuzzing from a research topic into standard practice over the last fifteen years. The tools are new. The practices aren't.

How fast the tools keep changing is an open question. Nicholas Carlini, careful and once a skeptic himself, argues the exponential case is worth taking seriously , even while he keeps wide error bars on it. If the generation side climbs that fast, the judgment side has to climb with it, or the gap between what gets produced and what actually gets verified only widens.

For the systems Ethereum depends on, that's the part that matters. Agents let us cover far more ground than we could by hand. In exchange, they ask for more careful judgment, across a much bigger pile of confident-sounding claims. That's a trade worth making, as long as you remember that the judgment is the real product.

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AMD二季度财报日程确定

重要性4/5 高

公司官方公告直接确认AMD下一次财报与电话会议节点，发布时间新、标的关联直接；但仅含日程安排，缺少经营数据。

标签

标的：`AMD`来源：Advanced Micro Devices发布日期：2026-07-08重要性：4/5 高评级理由：公司官方公告直接确认AMD下一次财报与电话会议节点，发布时间新、标的关联直接；但仅含日程安排，缺少经营数据。评级依据：timeliness, source_quality, evidence_strength原文字数：276

中文摘要

核心结论

AMD（超威半导体）宣布将于美东时间 08/04 17:00（UTC+8 08/05 05:00）召开电话会议，讨论2026财年第二季度业绩；财报将在当日美股收盘后发布。这是一则由公司发布的业绩日程公告，未披露营收、利润、指引或订单数据。

重要性评级

评级：4/5（高）

公告发布时间接近当日日报，且直接对应AMD的下一次正式财务信息披露节点。来源为公司投资者关系公告，日程事实明确，但对经营表现没有新增证据。

关键事实

• AMD于美东时间 07/08 16:15（UTC+8 07/09 04:15）发布公告，确认2026财年第二季度业绩发布日期。
• 公司将于08/04美股收盘后公布财报，并在美东时间 08/04 17:00（UTC+8 08/05 05:00）举行管理层电话会议。
• 电话会议可通过AMD投资者关系网站收听网络直播。
• AMD还计划参加KeyBanc（美国投行）技术领导力论坛，日期为08/11（未给出具体时刻）。
• 公司计划参加Citi（花旗）全球科技、媒体与通信会议，日期为09/08（未给出具体时刻）。
• 公司计划参加Goldman Sachs（高盛）科技会议，日期为09/11（未给出具体时刻）。
• 公告将AMD定位为高性能与人工智能计算供应商，覆盖云端与人工智能基础设施、嵌入式系统、人工智能个人电脑及游戏等场景。

作者观点与证据

这是一份公司投资者关系日程通知，主要传递未来沟通安排，语气偏企业介绍。业绩发布日期、电话会议时间和参会计划可由公告直接验证；关于人工智能产品组合及市场定位属于公司自身表述，未附带独立市场份额、客户订单或财务数据。

与相关标的的关系

• AMD：公告直接确定其下一次季度业绩披露和管理层问答窗口。财报与电话会议将提供检验人工智能计算、数据中心、个人电脑及游戏业务进展的正式信息，但当前公告本身未支持对收入、利润率或指引方向作出判断。

时效性与限制

公告发布于美东时间 07/08 16:15（UTC+8 07/09 04:15），截至07/11仍属于即将到来的业绩日程信息，适合纳入日报的公司事件日历。内容只覆盖时间安排和公司介绍，缺少市场预期、财务预告、业务量化指标及会议议题，信息增量有限。

后续跟踪

• 08/04盘后发布的营收、各业务线表现、利润率与管理层指引。
• 美东时间 08/04 17:00（UTC+8 08/05 05:00）电话会议中对人工智能计算和数据中心需求的量化表述。
• 08/11、09/08与09/11三场投资者会议的演示材料及管理层新增披露。
• 公司后续是否发布财报材料、股东信或业绩预告。

英文原文

AMD to Report Fiscal Second Quarter 2026 Financial Results

AMD to Report Fiscal Second Quarter 2026 Financial Results

July 08, 2026 4:15 pm EDT

Download as PDF

SANTA CLARA, Calif., July 08, 2026 (GLOBE NEWSWIRE) -- AMD (NASDAQ: AMD) announced today that it will report fiscal second quarter 2026 financial results on Tuesday, Aug. 4, 2026, after the market close. Management will conduct a conference call to discuss these results at 5:00 p.m. ET / 2:00 p.m. PT. Interested parties are invited to listen to the webcast of the conference call via the AMD Investor Relations website ir.amd.com .

AMD also announced it will participate in the following events for the financial community:

• KeyBanc’s Technology Leadership Forum on Tuesday, Aug. 11, 2026

• Citi’s 2026 Global TMT Conference on Tuesday, Sept. 8, 2026

• Goldman Sachs Communacopia + Technology Conference on Friday, Sept. 11, 2026.

Webcasts of the presentations can be accessed on AMD’s Investor Relations website ir.amd.com .

About AMD

AMD (NASDAQ: AMD) drives innovation in high-performance and AI computing to solve the world’s most important challenges. Today, AMD technology powers billions of experiences across cloud and AI infrastructure, embedded systems, AI PCs and gaming. With a broad portfolio of AI-optimized CPUs, GPUs, networking and software, AMD delivers full-stack AI solutions that provide the performance and scalability needed for a new era of intelligent computing. Learn more at www.amd.com .

AMD, the AMD Arrow logo and the combination thereof are trademarks of Advanced Micro Devices, Inc. Other names are for informational purposes only and may be trademarks of their respective owners.

Contact

Carolyn Guss

AMD Communications

corporate.pressinquiry@amd.com

Liz Stine

AMD Investor Relations

investor.relations@amd.com

Source: Advanced Micro Devices, Inc.

Released July 8, 2026

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存储股回撤后的估值分层

重要性3/5 中

存储回撤与SOXX相关，业绩数据较丰富，但文章的比较框架和结论具有主观性。

标签

标的：`SOXX`来源：24/7 Wall St.发布日期：2026-07-08重要性：3/5 中评级理由：存储回撤与SOXX相关，业绩数据较丰富，但文章的比较框架和结论具有主观性。评级依据：标的直接相关性, 事实密度, 时效性, 来源限制原文字数：879

中文摘要

核心结论

文章把美光（MU）、闪迪（SNDK）和应用材料（AMAT）的回撤放入存储周期框架：作者以远期估值和收入增速偏向MU，以业务多元化和分红纪录偏向AMAT，并认为SNDK的独立经营历史与盈利质量较弱。

重要性评级

评级：3/5（中）

与SOXX及存储产业链直接相关，包含多项业绩和估值数据；“最佳”结论为媒体作者的风险偏好判断。

关键事实

• 文中称MU、AMAT、WDC和STX较近期高点分别跌22%、23%、28%和24%。
• MU的远期市盈率约6倍，文中列共识目标价1,486美元，彼时股价940.77美元。
• MU 2026财年第三季度营收414.6亿美元，同比增长346%；第四季度营收指引中值500亿美元。
• SNDK第三季度营收59.5亿美元，同比增长251%，下一季营收指引77.5亿至82.5亿美元。
• AMAT第二季度营收79.1亿美元，同比增长11%；季度股息0.53美元，已连续九年提高股息。
• 文中称SNDK年初至今涨606%，其滚动市盈率为负、远期市盈率约27倍。

作者观点与证据

作者用远期市盈率、共识目标价、收入增速、股息和业务范围进行横向比较。分析师目标价、预期每股收益和“适合退休账户”等表述带有假设与价值判断，不能替代公司盈利质量和周期风险核验。

与相关标的的关系

SOXX持有MU与AMAT，因而存储回撤及设备资本开支变化可影响该ETF。MU、SNDK和AMAT分别对应存储制造、闪存和半导体设备，敏感因素不同。

时效性与限制

发布于美东时间07/08 14:55（UTC+8 07/09 02:55）。适合作为回撤后基本面比较材料；24/7 Wall St.含营销内容，引用估值、目标价和涨跌幅需更新验证。

后续跟踪

• MU第四季度营收和盈利指引兑现情况。
• SNDK的独立运营业绩及闪存价格变化。
• AMAT订单、设备需求和股息政策。
• 存储价格与SOXX成分股回撤是否继续扩散。

英文原文

Every Memory Stock Is Now in a Bear Market: Is Micron, SanDisk, or Applied Materials the Best Buy?

Every Memory Stock Is Now in a Bear Market: Is Micron, SanDisk, or Applied Materials the Best Buy?

David Moadel

Thu, July 9, 2026 at 2:55 AM GMT+8 4 min read

• MU

-1.24%

• AMAT

+2.35%

• SNDK

+3.10%

• WDC

+0.78%

• STX

+2.28%

Quick Read

• Micron (MU) wins on valuation and growth, trading at 6x forward earnings with a $1,486 analyst target after a 22% pullback.

• Western Digital (WDC) and Seagate (STX) are also down 28% and 24% from recent highs, confirming a sector-wide memory bear market.

• Applied Materials (AMAT) suits long-term portfolios with nine straight years of dividend increases and less memory-cycle exposure than Micron or SanDisk.

• Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Applied Materials didn't make the cut. Grab the names FREE today .

The memory-chip complex has sold off hard from recent peaks. In light of this, investors are asking which of Micron Technology ( NASDAQ:MU ), SanDisk ( NASDAQ:SNDK ), or Applied Materials ( NASDAQ:AMAT ) they should actually own after the drawdown.

luchschenF / Shutterstock.com According to Carson Group chief market strategist Ryan Detrick, from recent highs Micron stock is down 22%, Applied Materials stock is down 23%, Western Digital ( NASDAQ:WDC ) stock is down 28%, and Seagate Technology ( NASDAQ:STX ) stock is down 24%. Year to date (YTD), Micron stock is up 228%, Applied Materials 115%, and SanDisk stock has ripped 606%, according to Yahoo Finance.

The bear-market label obscures the fact that all three remain parabolic gainers. Portfolio holding should reflect durable earnings, income, and a track record; that framing changes the answer.

Valuation: Micron Wins

Micron stock trades at a forward P/E ratio of 6x on forward EPS of about $64.91, with a consensus analyst target of $1,486. That's the cheapest forward multiple in the group and the largest implied upside relative to today's $940.77 print.

Applied Materials stock carries a forward P/E ratio of 38x on forward EPS of about $12.37, with an analyst target of $586.63, barely above the recent $574.22 price. Meanwhile, SanDisk stock shows negative trailing earnings (P/E ratio of -146x), a forward P/E ratio of 27x, and a target of $1,930.50 after that 606% run.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Applied Materials didn't make the cut. Grab the names FREE today .

On forward earnings and analyst upside, Micron is unambiguously the best value. AMAT stock is priced for perfection; SNDK stock is priced on faith.

Growth Trajectory: Micron Wins Again

Micron delivered fiscal Q3 2026 revenue of $41.46 billion, up 346% year over year (YoY), and non-GAAP EPS of $25.11, beating estimates by 24%. Management guided Q4 FY2026 revenue to $50 billion at the midpoint with non-GAAP EPS near $31.

Story Continues

Turning to SanDisk, the company posted fiscal Q3 2026 revenue of $5.95 billion, up 251% YoY, and guided next-quarter revenue of $7.75 billion to $8.25 billion. Applied Materials grew Q2 FY2026 revenue only 11% YoY to $7.91 billion, though CEO Gary Dickerson stated the equipment business could "grow more than 30 percent in calendar 2026."

SanDisk's growth rate is explosive, but the base is tiny relative to Micron's scale and its standalone track record is short. Micron combines massive HBM/DRAM revenue with breakneck growth. Applied Materials' growth is real but modest by comparison.

Income, Risk, and Track Record: Applied Materials Wins

Applied Materials pays a $0.53 quarterly dividend, raised 15% this year, marking nine consecutive years of dividend increases. In contrast, Micron pays a token $0.15 quarterly dividend, hiked 30% earlier in fiscal 2026. SanDisk pays nothing and has authorized only a buyback program.

Applied Materials also runs a diversified semiconductor-equipment franchise across logic, DRAM, and advanced packaging, less commoditized than pure memory. Micron and SanDisk are cyclical commodity memory names, and SanDisk has only been a standalone company since spinning off from Western Digital in February 2025. On track record and volatility, AMAT is the clear retirement-grade name.

The Verdict

For a retirement-focused portfolio, Applied Materials wins. Its dividend growth streak, diversified equipment business, and lower cyclicality make AMAT stock the appropriate core semiconductor holding for income-oriented retirees who care about capital preservation as much as capital appreciation.

Micron wins the value and growth arguments handily and belongs in the portfolio of a retiree willing to accept memory cyclicality for AI upside; a forward P/E of 6x and a $1,486 consensus price target are hard to ignore. SanDisk stock, despite its post-spin momentum, isn't a retirement holding: no dividend, no standalone history, negative trailing earnings, and the richest valuation after a 606% run.

For sector exposure without single-stock risk, the iShares Semiconductor ETF ( NASDAQ:SOXX ) holds both Micron and Applied Materials, though it carries meaningful top-holding concentration. All three of these names are high-beta and post-parabolic, so retirees should keep their position sizes modest and treat any add on weakness as a starter position.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Applied Materials didn't make the cut. Grab the names FREE today .

Contact editorial@247wallst.com for any questions or corrections.

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光互连产能扩张预期

重要性4/5 高

直接覆盖COHR的目标价、产能扩张与政府资金线索，且包含可验证的公司计划。

标签

标的：`COHR`来源：Insider Monkey发布日期：2026-07-08重要性：4/5 高评级理由：直接覆盖COHR的目标价、产能扩张与政府资金线索，且包含可验证的公司计划。评级依据：时效性, 标的直接相关, 证据强度原文字数：324

中文摘要

核心结论

Raymond James维持COHR（Coherent光电与材料公司）“强力买入”评级，并把目标价从371美元上调至435美元。其依据是人工智能数据中心互连需求、光学技术组合，以及美国磷化铟产能扩张计划。

重要性评级

评级：4/5（高）。内容直接涉及COHR的分析师目标价、美国政府资金意向和产能计划，但大部分判断仍是券商观点。

关键事实

• Raymond James于06/02把COHR目标价由371美元上调至435美元，并维持“强力买入”评级。
• 该机构认为人工智能数据中心互连架构有利于COHR，收发器和非收发器销售均有扩展空间。
• COHR于06/16披露，已与美国商务部签署意向书，最高可获5000万美元《芯片法案》资金。
• 资金拟用于扩建得州谢尔曼6英寸磷化铟半导体工厂。
• 公司称项目将使制造面积翻倍、晶圆产能增至四倍，并创造逾1000个岗位，其中逾550个为直接制造、工程和技术岗位。

作者观点与证据

文章正面转述Raymond James对技术组合和知识产权的评价，并援引公司公告中的扩产目标。目标价和需求判断属于分析师意见；意向书不等同于资金最终拨付。

与相关标的的关系

COHR是全文唯一核心标的。磷化铟产能与高速光互连产品供给直接相关，实际产能爬坡、客户需求和补贴落地决定其经营传导。

时效性与限制

发表于美东时间 07/08 14:49（UTC+8 07/09 02:49）。目标价调整发生在06/02，属于近期但非当日新评级；文章未披露估值模型、盈利预测或项目投资额。

后续跟踪

• 商务部资金是否签署正式协议并拨付。
• 谢尔曼工厂扩建进度和量产时间。
• 数据中心光互连订单及公司业绩指引。

英文原文

Raymond James Maintains a Strong Buy on Coherent Corp. (COHR)

Raymond James Maintains a Strong Buy on Coherent Corp. (COHR)

Fatima Gulzar

Thu, July 9, 2026 at 2:49 AM GMT+8 2 min read

• COHR

-0.84%

Coherent Corp. (NYSE:COHR) is one of the 15 Best Stocks to Buy for the Second Half of 2026 .

On June 2, Raymond James raised its price target on Coherent Corp. (NYSE:COHR) to $435 from $371. The firm maintained a "Strong Buy" rating on the stock. In a note, the firm stated the company is in a great position across artificial intelligence data center interconnect architectures. The firm said Coherent's broad optical technology portfolio and intellectual property remain underappreciated, with more upside possible from both transceiver and non-transceiver sales.

Earlier, on 16 June, Coherent Corp. (NYSE:COHR) announced it had signed a letter of intent with the US Department of Commerce for up to $50 million in CHIPS Act funding to expand its 6-inch indium phosphide semiconductor facility in Sherman, Texas. The corporation disclosed that the project will double manufacturing space, quadruple wafer production capacity, and create more than 1,000 jobs. It includes over 550 direct manufacturing, engineering, and technical roles.

Morgan Stanley Keeps Overweight Rating on CrowdStrike (CRWD) Image by drobotdean on Freepik

CEO Jim Anderson said, "AI is transforming our world." He said the investment will expand US production of critical AI technologies and strengthen American manufacturing leadership.

Coherent Corp. (NYSE:COHR) produces, refines, manufactures, and markets engineered materials, optoelectronic components and devices, and lasers for the industrial, communications, electronics, and instrumentation markets. It works through networking, materials, and laser areas.

While we acknowledge the potential of COHR as an investment, we believe certain AI stocks offer greater upside potential and carry less downside risk. If you're looking for an extremely undervalued AI stock that also stands to benefit significantly from Trump-era tariffs and the onshoring trend, see our free report on the best short-term AI stock .

Disclosure: None. Follow Insider Monkey on Google News .

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美联储2026年6月16日至17日FOMC会议纪要

重要性未评级

标签

来源：Federal Reserve Board发布日期：2026-07-08重要性：未评级

中文摘要

• 会议成员一致同意把联邦基金目标区间维持在3.50%-3.75%，并重申维持充足准备金。
• 会议材料记录的纽约联储交易台调查中，受访者模态路径中位数指向目标区间至少到2027年初不变、2027年第二季度降息一次；同期市场定价一度指向2027年中加息一次，纪要同时注明期限溢价可能抬高该定价。
• 工作人员依据当时已有CPI和PPI数据估算，2026年5月总PCE同比为4.1%、核心PCE同比为3.4%。
• 下一次FOMC会议定于2026年7月28日至29日。

英文原文

Minutes of the Federal Open Market Committee, June 16-17, 2026

本地取得的是 PDF 或二进制响应，未在页面内展开原文；请使用上方“打开原文”核查。

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半导体板块短线回落

重要性1/5 低

内容过短且缺少COHR独立事实，市场归因也未完整呈现。

标签

标的：`COHR`来源：Barrons.com发布日期：2026-07-08重要性：1/5 低评级理由：内容过短且缺少COHR独立事实，市场归因也未完整呈现。评级依据：标的相关性较弱, 证据有限, 背景材料原文字数：75

中文摘要

核心结论

文章记录了一次由大盘抛售带动的芯片股回落：费城半导体指数下跌0.1%，COHR被列入相关股票，但没有提供其单独走势或基本面信息。

重要性评级

评级：1/5（低）。它只提供极短的盘中板块快讯，无法判断COHR的独立驱动因素。

关键事实

• 文中称芯片股回吐盘中早些时候涨幅，并延续近期跌势。
• 费城半导体指数下跌0.1%。
• 苹果、博通、Credo、英特尔、COHR等被列为相关股票。
• 原文将回落置于更广泛市场抛售背景，但正文在原因说明处截断。

作者观点与证据

文章没有展开分析，只有指数变动与简短市场描述；“大盘抛售驱动”的归因缺少完整证据链。

与相关标的的关系

COHR仅出现在相关标的列表，未给出价格、成交、新闻或公司事项，因此不能据此判定其相对表现。

时效性与限制

发表于美东时间 07/08 12:12（UTC+8 07/09 00:12）。正文不足且被截断，适合记录当时板块情绪，不适合承载个股结论。

后续跟踪

• COHR当日相对费城半导体指数的表现。
• 指数回落时的成交量和市场范围。
• 是否存在影响光通信子行业的独立消息。

英文原文

Chip Stocks Join in Broad Selloff

Chip Stocks Join in Broad Selloff

Chip Stocks Join in Broad Selloff · Barrons.com · Marketwatch

Barrons.com

Thu, July 9, 2026 at 12:12 AM GMT+8

• ^SOX

+0.06%

• AVGO

-0.28%

• AAPL

-0.28%

• CRDO

-2.96%

• MAGS

+1.38%

Chip stocks fell, reversing gains seen earlier in the session and extending recent losses. The PHLX Semiconductor Index is down 0.1%, falling alongside the broader market sell-off fueled by a reignited U.

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半导体指数回测关键技术区间

重要性3/5 中

直接覆盖SOXX、DRAM及近期广泛回撤，量化信息充分，但主要是技术分析。

标签

标的：`DRAM`来源：Yahoo Finance发布日期：2026-07-08重要性：3/5 中评级理由：直接覆盖SOXX、DRAM及近期广泛回撤，量化信息充分，但主要是技术分析。评级依据：时效性, 标的直接相关性, 事实密度, 证据限制原文字数：446

中文摘要

核心结论

文章称约2.1万亿美元市值蒸发后，费城半导体指数回测12,000附近；作者将11,950和SOXX的535视为图表观察位，并把SK海力士美国存托凭证发行看作存储情绪的近端检验。

重要性评级

评级：3/5（中）

与SOXX、DRAM直接相关，量化了回撤幅度和技术位置；价格阈值来自技术分析，不能构成基本面结论或确定性预测。

关键事实

• 自06/22收盘高点以来，文章称近60只半导体股票组合市值减少约2.1万亿美元，中位跌幅21%。
• 费城半导体指数（SOX）在12,000附近测试此前阻力区域；作者以11,950作为收盘观察位。
• 文中将SOXX约535列为对应观察位，将11,700附近描述为SOX的熊市线。
• DRAM被称为已从收盘高点跌逾20%。
• 三星和SK海力士隔夜各跌约6%，三星、MU较高点跌逾25%，SK海力士跌约30%。
• 文章称SK海力士约280亿美元美国存托凭证发行获强劲超额认购报道。

作者观点与证据

作者以历史图表上的阻力和支撑转换框架判断回撤处于“修正或破位”的分界。市值损失与价格回撤可核查；11,950、535及后续点位目标均为技术分析解释，不能证明趋势必然延续。

与相关标的的关系

SOXX和DRAM是直接标的，前者代表较宽半导体组合，后者突出存储回撤。SK海力士发行与MU、三星的走势共同构成存储情绪背景。

时效性与限制

发布于美东时间07/08 11:50（UTC+8 07/08 23:50）。短线技术位置随收盘价快速变化；文章没有给出完整指数成分和市值计算方法，发行认购信息亦需原始文件确认。

后续跟踪

• SOX和SOXX的连续收盘位置与成交量。
• DRAM、MU、三星和SK海力士的相对跌幅。
• SK海力士发行定价及挂牌后流动性。
• 半导体行业盈利预期是否同步下修。

英文原文

The $2 trillion chip sell-off hits a make-or-break level: Chart of the Day

The $2 trillion chip sell-off hits a make-or-break level: Chart of the Day

Jared Blikre

Wed, July 8, 2026 at 11:50 PM GMT+8 2 min read

• SOX=F

+0.15%

• SOXX

-0.06%

• DRAM

-2.05%

• ^SOX

+0.06%

Chip stocks are trying to bounce after a $2 trillion sell-off pushed the group back to the line between a pullback and a breakdown.

The PHLX Semiconductor Index ( ^SOX ) is testing the same 12,000-ish area that briefly stopped the group in May, triggering a classic chart setup. An old ceiling can become a new floor, but only if buyers defend it when prices come back down. Buyers successfully defended the area one month ago.

For SOX, the line bulls need to hold is roughly 11,950 on a closing basis. For the iShares Semiconductor ETF ( SOXX ), the matching level is around 535.

Hold those levels, and the bounce could easily extend toward 13,000 on SOX, with 14,000 the bigger wall above that. Lose them, and the chart starts pointing lower fast — potentially an elevator ride down another 1,000 points toward 11,000.

The selling pressure behind the test is real.

Since June 22, the closing peak for SOX, the Roundhill Memory ETF ( DRAM ), and many chip stocks, Yahoo Finance's nearly 60-stock semiconductor basket has lost roughly $2.1 trillion in market value, with a median decline of 21%.

DRAM has already entered bear market territory — down over 20% close to close — but SOX's corresponding level is a bit lower, around 11,700.

Memory remains the loudest stress point. Samsung ( 005930.KS ) and SK Hynix ( 000660.KS ) both fell another 6% overnight to a six-week low. Samsung is now down more than 25% from its peak — as is Micron ( MU ) in the US — while SK Hynix is down 30%.

That turns SK Hynix's planned Nasdaq debut Friday into a live sentiment check for the AI memory trade.

The company's roughly $28 billion ADR offering will make its shares directly available to US investors for the first time. The offering is strongly oversubscribed , Reuters reported, signaling institutional appetite even as the trade is selling off.

For chip bulls, the job is simple. Hold roughly 11,950 on SOX and 535 on SOXX, and the sell-off can still look like a retest. Close below, and the elevator opens toward 11,000.

Jared Blikre is the global markets and data editor for Yahoo Finance. Follow him on X at @SPYJared or email him at jaredblikre@yahooinc.com.

Click here for in-depth analysis of the latest stock market news and events moving stock prices

Read the latest financial and business news from Yahoo Finance

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鹏金方案与重资产算力对比

重要性2/5 中低

提供同业商业模式对照，缺乏APLD自身新增事实。

标签

标的：`APLD`来源：MarketBeat发布日期：2026-07-08重要性：2/5 中低评级理由：提供同业商业模式对照，缺乏APLD自身新增事实。评级依据：关联度, 来源质量, 事实密度, 背景材料属性原文字数：997

中文摘要

核心结论

MarketBeat将Penguin Solutions描述为较轻资产的人工智能高性能计算服务商，并以其业绩改善对比APLD、IREN和Nebius的自持图形处理器与数据中心模式。对APLD而言，文章呈现的是商业模式对照，不能替代其项目盈利能力判断。

重要性评级

评级：2/5（中低）。APLD仅为同业比较对象，文章的核心是Penguin Solutions；部分估值和技术分析带有明显荐股性质。

关键事实

• Penguin Solutions 2026财年第三季度收入4.79亿美元，同比增近48%，较文中一致预期高逾5,500万美元。
• 公司将全年收入增长目标上调至22%，并上调调整后毛利率和每股收益预期。
• 文中称其股价自4月以来上涨逾200%，估值约为35倍收益。
• 作者称10名分析师给出“适度买入”，机构持股逾97%。
• 文中把APLD、IREN和Nebius归为持有图形处理器和数据中心资产、承担较高建设与运营风险的模式。

作者观点与证据

作者偏向Penguin Solutions，依据是单季业绩、指引、分析师目标价与机构持股，并使用技术图形推断价格目标。收入和指引可核验，但“风险较低”、目标价和技术图形判断均是作者观点。

与相关标的的关系

APLD作为人工智能算力基础设施的重资产比较标的，受资本开支、设备和园区运营约束；PENG的业绩不直接构成APLD收入或订单事实。

时效性与限制

发表于美东时间07/08 11:25（UTC+8 07/08 23:25）。文章已有数日时滞，且主要服务于PENG叙事；原文包含推广和技术分析内容。

后续跟踪

• PENG上调指引能否在后续季度兑现。
• APLD自有园区的资本开支、交付和租约收入。
• 同业图形处理器采购与融资成本。
• 高性能计算服务的毛利率和运维合同续签情况。

英文原文

Why Penguin Solutions May Be the Smartest AI Infrastructure Stock

Why Penguin Solutions May Be the Smartest AI Infrastructure Stock

Penguin Solutions logo overlaid on a data center hallway lined with server racks.

Thomas Hughes, MarketBeat

Wed, July 8, 2026 at 11:25 PM GMT+8 5 min read

• PENG -3.74%

• IREN -1.39%

• APLD -3.53%

• NBIS +1.60%

• chart

Key Points

• Interested in Penguin Solutions, Inc.? Here are five stocks we like better.

• Penguin Solutions reported fiscal Q3 2026 revenue of $479 million, up nearly 48% year-over-year and well above consensus estimates, driven largely by AI demand.

• The company raised full-year guidance significantly, including a 22% revenue growth target and improved adjusted gross margin and earnings per share forecasts.

• Analysts and institutional investors remain bullish, with a Moderate Buy consensus, rising price targets, and shares up more than 200% since April despite high valuation concerns.

While not technically a pure-play GPU-as-a-Service or neocloud operator, Penguin Solutions (NASDAQ: PENG) is essentially in the same business as Nebius (NASDAQ: NBIS), Iren (NASDAQ: IREN), and Applied Digital (NASDAQ: APLD), but with far less risk.

What it does is enable businesses, enterprises, governments, and hyperscalers to access AI-capable, high-performance computing (HPC) capacity, along with the software and services to run it.

→ Scotiabank Sees a New Growth Story for Cloudflare

The difference is that Nebius, Iren, and Applied Digital take on significant risk by owning GPUs, data centers, and the infrastructure to operate them, while Penguin Solutions doesn't. It is the true enabler, focusing on clients with the capacity to build their own HPC systems and providing them with the engineering, hardware, software, and services to make it all work. This includes long-term contracts for data center operation and maintenance, which is the real story in AI. While the data center buildout gets the headlines today, it will be day-to-day operations and maintenance that drive revenue and cash flow in the long term.

Penguin Solutions Earnings Results Signal Game-Changing Shift

Penguin Solutions' Q3 fiscal 2026 results and guidance were so hot, underpinned by AI demand, as to be comparable to NVIDIA's (NASDAQ: NVDA), relatively speaking. Revenue grew by nearly 48% year-over-year to $479 million, more than $55 million above MarketBeat's reported consensus estimates and about 1,360 basis points better than expected. Strength was driven by AI, with Integrated Memory more than doubling year over year (YOY). Integrated Memory is critical to Penguin Solutions' business, as it helps unblock the memory bottleneck by enabling HPC datacenters to pool memory across clusters, improving latency and efficiency.

→ Stacking Chips: The Hidden Supply Shock Fueling Intel

Margin was another critical factor in this equation. Long criticized for its profitability metrics, the company appears to be turning a corner. While gross margins were compressed, internal improvements and revenue leverage aided operating margin expansion, allowing top-line strength to carry through. Highlights include record-setting GAAP and adjusted operating income, with adjusted operating income up by 67% compared to the 48% top-line advance. Looking ahead, the strength is expected to continue, as reflected in the guidance.

Story Continues

The guidance was as eye-popping as the revenue, with full-year revenue now expected to grow by 22%, a 1,000 bps improvement from the prior quarter. Within that, the adjusted gross margin target was improved by 50 bps, and adjusted earnings per share (EPS) by 45 cents or 2,040 bps, and all may be cautious. There is clear momentum in the data center industry, and Penguin Solutions has emerged as a top-tier service provider. With this in play, investors should expect results to remain strong for the foreseeable future.

→ A Market Panic Just Discounted the AI Highway's Tollbooth

Penguin's fiscal Q3 strength is also seen in its balance sheet. While cash is down year-to-date, the drawdown is minimal; the company is well-capitalized, and metrics, including receivables, inventory, and equity, reflect strength. Receivables more than doubled to over $700 million, more than offsetting the cash decline, while inventory also more than doubled and long-term debt declined. The impact on equity was substantial, increasing by nearly 11.5%.

Penguin Solutions Q3 Results Affirm Analysts' Support: Price Targets Rise

Penguin Solutions' fiscal Q3 results affirmed the bullish posture analysts had displayed ahead of the release, prompting some to lift their price targets again following the report. Commentary focused on the massive top-line beat and margin improvements, which directly refute the critics.

The takeaway is that 10 analysts rate this stock as a Moderate Buy, there is a 70% Buy-side bias, and the price targets are rising. The consensus price target lags price action, but this is not a concern, as it rose by 40% on a trailing 3-month basis as of early July, with high-end targets forecasting fresh all-time highs.

Institutional activity is also bullish, with them owning more than 97% of the shares and aggressively buying at a $3-to-$1 pace over the trailing 12 months. They provide solid support and limit downside risk, setting the stage for retail investors to drive shares higher. The likely outcome is that institutions continue to underpin support in future quarters while improving visibility leads retail money into the market.

The chart action is robust. PENG shares have rallied strongly since April, rising by more than 200%. Price action has pulled back from its peak, but MACD convergences suggest this rally is far from over. Convergences, a sign of strength, exist across multiple time frames, including monthly, weekly, and daily chart action, a convergence in its own right, suggesting new highs are likely. The critical support and resistance targets are near $60 and $75; a move below $60 is unexpected, while a move above $70 is more likely. The biggest risk is the valuation, which is high at approximately 35x earnings. However, the fiscal Q3 results affirm a healthy growth outlook, putting this stock at value levels within a few years.

The article " Why Penguin Solutions May Be the Smartest AI Infrastructure Stock " was originally published by MarketBeat.

View MarketBeat's top stocks for July 2026 .

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美国截至7月3日当周石油状况报告摘要

重要性未评级

标签

来源：U.S. Energy Information Administration发布日期：2026-07-08重要性：未评级

中文摘要

• 美国商业原油库存周增300万桶至4.114亿桶，约低于同期五年均值6%。
• 汽油库存周减190万桶；馏分油库存周减500万桶至1.036亿桶，约低于同期五年均值12%。
• 战略石油储备周减620万桶至3.195亿桶；含SPR总库存周减1020万桶。
• 本周美国原油产量估算包含一次再基准调整，增加量低于5万桶/日，约占该周估算产量0.21%。

英文原文

Weekly Petroleum Status Report — Week Ending July 3, 2026

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算力转型板块反弹脆弱

重要性3/5 中高

直接涉及APLD与同业价格联动，并补充近期合同和财务背景。

标签

标的：`APLD`来源：24/7 Wall St.发布日期：2026-07-08重要性：3/5 中高评级理由：直接涉及APLD与同业价格联动，并补充近期合同和财务背景。评级依据：时效性, 标的直接相关性, 市场与合同事实, 来源限制原文字数：877

中文摘要

核心结论

24/7 Wall St.记录了前矿企转向人工智能算力租赁板块在前一日下跌后的反弹：WULF涨12%，APLD涨3%。文中同时指出没有新的公司催化，反弹主要随更广泛风险偏好回升，价格波动不能证明合同执行已改善。

重要性评级

评级：3/5（中高）。覆盖APLD与直接同业的短期价格变化及合同背景，但作者把反弹归因于市场风险偏好，缺少独立成交和基本面验证。

关键事实

• 美东时间07/08 10:27（UTC+8 07/08 22:27），WULF报22.67美元、涨12%；IREN涨7%；APLD涨3%至31.53美元；CIFR涨5%。
• 此前一日WULF、IREN和APLD分别下跌8%、7%和6%。
• 文中称WULF拥有约190亿美元、20年的Anthropic数据中心租约，2026财年第一季度高性能计算租赁收入2,102万美元，超过总收入60%。
• APLD披露2026财年第三季度收入1.2664亿美元，同比增长139%，并签署Polaris Forge 2的200兆瓦、15年租约。
• CIFR有700兆瓦已签约高性能计算容量，部分项目目标于2026年10月通电。

作者观点与证据

作者将反弹描述为风险偏好驱动，并以WULF、APLD、IREN和CIFR的合同与财务数据支撑长期主题。个股价格为当时快照，租约金额、融资和盈利仍需以公司披露核验；文章含推广内容。

与相关标的的关系

APLD直接受人工智能数据中心租赁主题情绪影响；WULF、IREN和CIFR构成前矿企转型同业，NVDA、谷歌、亚马逊为其客户或产业链背景。

时效性与限制

发表于美东时间07/08 10:27（UTC+8 07/08 22:27）。用于解释当日同业联动有价值，但截至07/11已不是新催化，且文中明确没有APLD专属新消息。

后续跟踪

• APLD 200兆瓦租约的建设和收入确认。
• 同业项目的通电、客户付款和融资进展。
• 人工智能基础设施板块相对大盘的波动。
• 后续季度高性能计算收入占比与利润率。

英文原文

TeraWulf Rises 12%, IREN Climbs 7% as AI-Infrastructure Stocks Bounce Back

TeraWulf Rises 12%, IREN Climbs 7% as AI-Infrastructure Stocks Bounce Back

David Moadel

Wed, July 8, 2026 at 10:27 PM GMT+8 4 min read

• AMZN

-0.69%

• APLD

-3.53%

• BTC-USD

+0.34%

• GOOG

-0.34%

• IREN

-1.39%

Quick Read

• TeraWulf (WULF) leads a sector-wide rebound with a 12% gain, anchored by a 20-year, $19 billion Anthropic data-center lease and 99% year-to-date returns.

• Cipher Mining (CIFR) rides the bounce with 700 MW of contracted HPC capacity and anchor leases with Google and AWS targeting October energization.

• Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Iren didn't make the cut. Grab the names FREE today .

Shares of TeraWulf ( NASDAQ:WULF ) are up 12% to $22.67 in mid-morning trading, leading a broad rebound across AI-infrastructure names that were hammered on Tuesday. IREN ( NASDAQ:IREN ) stock is up 7% to $42.55, while peers Applied Digital ( NASDAQ:APLD ) and Cipher Mining ( NASDAQ:CIFR ) are up 3% to $31.53 and up 5% to $21.45, respectively.

DC Studio / Shutterstock.com Today's move mirrors yesterday's decline, when TeraWulf shares dropped 8%, IREN slid 7%, and Applied Digital fell 6%. There's no fresh company-specific catalyst driving the bounce. Instead, the group is riding a broader risk-on tape, with beaten-down Chinese tech and other high-beta names also rebounding.

All four are former Bitcoin (CRYPTO:BTC) miners repurposing power and data-center capacity for AI compute leasing. That pivot has made them among the most volatile names in the market, and today's snap-back is a reminder of how quickly sentiment can flip in the neocloud cohort.

TeraWulf Leads the Rebound

TeraWulf stock is the standout mover today. The underlying bull story remains its previously announced 20-year, roughly $19 billion Anthropic AI data-center lease, disclosed earlier this week. That contract anchors a long-tail revenue stream tied directly to AI compute demand.

Beyond Anthropic, TeraWulf continues to scale its high-performance computing (HPC) platform. TeraWulf's HPC lease revenue hit $21.02 million in Q1 FY2026, more than 60% of total revenue, and the company recently closed a $1 billion equity raise to fund its Hawesville, Kentucky campus. Moreover, the company's total contracted revenue exceeds $13 billion across anchor tenants including Core42, Fluidstack, and Alphabet 's ( NASDAQ:GOOGL ) Google.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Iren didn't make the cut. Grab the names FREE today .

Despite this week's whipsaw, TeraWulf shares are up 99% year to date (YTD), making WULF one of the strongest performers in the group. The consensus analyst target price of $36.32 sits well above current levels, and Wall Street ratings skew heavily positive with five strong buys and 12 buys.

Story Continues

IREN, Applied Digital and Cipher Mining Ride Along

IREN stock is bouncing without any discrete headline. The company's landmark five-year, $3.4 billion AI Cloud contract with NVIDIA ( NASDAQ:NVDA ), paired with up to $2.1 billion in NVIDIA investment vesting as GPU infrastructure scales, remains the centerpiece of its AI Cloud pivot. IREN shares are up 12% YTD despite a rough June.

Applied Digital shares are grinding higher after a bruising week. The company recently reported Q3 FY2026 revenue of $126.64 million, up 139% year over year (YoY), and signed a 15-year lease with an investment-grade hyperscaler for 200 MW at Polaris Forge 2. Applied Digital stock is up 25% YTD.

Cipher Mining stock is extending a strong 2026, with the rebranded Cipher Digital holding 700 MW of contracted HPC capacity plus anchor leases with Fluidstack/Google and Amazon 's ( NASDAQ:AMZN ) AWS targeting October 2026 energization. Cipher Mining shares are up 39% YTD, and Needham recently raised its price target to $25.

Bull Case vs. Bear Case

The bull case for the AI-infrastructure cohort is straightforward. Hyperscaler capex is running at eye-watering rates, power is the binding constraint, and these companies control gigawatts of contracted capacity. Multi-year leases with credit-enhanced anchor tenants transform historically cyclical Bitcoin miners into utility-like AI landlords.

The bear case is equally important, however. These are pre-profit, highly volatile names that can swing sharply in both directions. TeraWulf reported an EPS loss of -$1.01 in Q1 FY2026, weighed by a $216.32 million non-cash warrant revaluation charge, and IREN posted a Q3 FY2026 net loss of $247.8 million. This week's action, an 8% drop followed by an 11% bounce, tells the story on volatility.

What to Watch

Today's rebound needs to hold into the close to confirm the reversal thesis. Investors can watch how AI-adjacent names trade alongside the broader risk-on tape, and whether analyst follow-through emerges on TeraWulf's Anthropic lease. For those building exposure to the neocloud theme, position sizing should stay modest given the volatility profile these stocks have shown all year.

Traders may keep TeraWulf, IREN, Applied Digital, and Cipher Mining shares active through the afternoon. A close near session highs would set up a constructive tone heading into the next batch of hyperscaler capex updates.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Iren didn't make the cut. Grab the names FREE today .

Contact editorial@247wallst.com for any questions or corrections.

打开原文

台积电领先制程扩产观察

重要性2/5 中低

行业数据较完整，但文章较早且GFS仅被用作相对表现参照，缺乏其直接经营信息。

标签

标的：`GFS`来源：Zacks发布日期：2026-07-08重要性：2/5 中低评级理由：行业数据较完整，但文章较早且GFS仅被用作相对表现参照，缺乏其直接经营信息。评级依据：晶圆代工行业比较, GFS仅间接出现, 发布时间早于日报窗口原文字数：995

中文摘要

核心结论

Zacks以台积电营收、毛利率、先进制程和资本开支说明其AI代工领先地位，并将GFS作为成熟制程同业的相对表现参照。该文提供行业比较，未给出GFS自身新的经营催化。

重要性评级

评级：2/5（中低）

台积电先进制程和投资节奏对晶圆代工行业具参考价值，但文章发布较早且GFS仅为同业比较对象。

关键事实

• 文中称台积电在全球晶圆代工市场份额逾70%，过去一年股价涨90.4%；GFS和安森美同期各涨58.9%。
• 台积电5月营收4169.8亿新台币，同比增30.1%；前五个月累计营收1.96万亿新台币，同比增30%。
• 2026年第一季度营收359亿美元，环比增6.4%；毛利率环比升390个基点至66.2%，营业利润率升410个基点至58.1%。
• 公司指引第二季度营收390亿至402亿美元、毛利率65.5%至67.5%，全年美元营收增逾30%。
• 2026年资本开支计划520亿至560亿美元，2纳米量产初期预计使全年毛利率减少2至3个百分点。

作者观点与证据

作者认为AI、高性能计算和先进节点需求支撑台积电增长，分析师上调盈利预期强化该观点。营收、指引和工艺扩产可核验；市场份额、估值判断及Zacks评级仍属研究机构框架。

与相关标的的关系

GFS为直接相关同业，但其专注成熟和差异化制程，不能用台积电2纳米、A16（先进逻辑工艺）需求直接替代GFS需求判断。文章有助于区分代工厂的终端市场与技术定位。

时效性与限制

文章发布于美东时间07/08 10:01（UTC+8 07/08 22:01）。数据主要为台积电经营事实和Zacks分析，GFS仅有股价比较，缺少其订单、产能和财务更新。

后续跟踪

• 台积电第二季度业绩及资本开支执行。
• 2纳米与A16量产进度和毛利率影响。
• GFS成熟制程利用率及专用工艺需求。

英文原文

TSMC Outpaces Sector & Peers in a Year: Is the Stock Still a Buy?

TSMC Outpaces Sector & Peers in a Year: Is the Stock Still a Buy?

Moumi Mondal

Wed, July 8, 2026 at 10:01 PM GMT+8 5 min read

• 2330.TW

-2.03%

• ^GSPC

+0.42%

• TSM

-0.65%

• GFS

-1.06%

• ON

-1.95%

The global semiconductor foundry market is attracting growing investor interest, driven by advancements in artificial intelligence (AI), machine learning, 5G and the Internet of Things (IoT). Foundries continue to heavily invest in research and development to offer advanced process nodes, helping meet demand for these high-tech applications. According to Fortune Business Insights, the market is projected to witness a CAGR of 3.4% through 2026-2034, expanding from $175.1 billion in 2025. Taiwan Semiconductor Manufacturing Company TSM, or TSMC, dominates this space with more than 70% market share.

Over the past year, the stock has surged 90.4%, outperforming the Zacks Computer and Technology sector's 37.2% gain and the S&P 500 composite's 24.9% return. TSMC also outpaced peers GlobalFoundries GFS and ON Semiconductor ON, or onsemi, both of which gained 58.9% over the same period.

TSM Stock's 12-month Performance

Zacks Investment Research

Image Source: Zacks Investment Research

Based on its last closing price, TSM stock is trading above its 50-day and 200-day simple moving averages (SMAs), signaling sustained bullish momentum.

TSM Technical Indicator

Zacks Investment Research

Image Source: Zacks Investment Research

Tailwinds Supporting TSMC

TSMC reported May 2026 consolidated net revenues of NT$416.98 billion (New Taiwan Dollars), up 1.5% from April 2026 and 30.1% from May 2025. For the first five months of 2026, consolidated revenues totaled NT$1.96 trillion, marking a 30% increase compared with the same period last year.

Robust AI-related demand underpins the company's growth outlook. Management stated that the shift from generative AI and the query mode to agentic AI and command and action mode is driving higher token consumption and increasing the need for computation, supporting demand for leading-edge silicon. TSMC continues to see a strong signal and positive outlook from its customers as well as cloud service providers, maintaining a high level of conviction in the multiyear AI megatrend.

Performance-wise, first-quarter 2026 revenues increased 6.4% sequentially to $35.9 billion, slightly ahead of the company's guidance. Gross margin expanded by 390 basis points (bps) sequentially to 66.2%, driven by cost improvement efforts, a higher overall capacity utilization rate and a more favorable foreign exchange rate. Operating margin improved 410 bps sequentially to 58.1% due to operating leverage.

TSMC's 2-nanometer (N2) and A16 technologies continue to lead the industry in addressing the demand for energy-efficient computing, with almost all the innovators working with TSMC. N2 is ramping up successfully in multiple phases at both the company's Hsinchu and Kaohsiung sites, led by strong demand from both smartphone and High-Performance Computing ("HPC") AI applications.

Story Continues

At the same time, the company is stepping up its capital expenditure to expand its global 3-nanometer capacity. The expansion spans Taiwan, Arizona and Japan, alongside 5-nanometer tool conversions and capacity optimization across N7, N5 and N3 nodes. TSMC's A14 technology development is also on track, for which it is seeing a high level of customer interest and engagement from both smartphone and HPC applications.

TSMC's Near-Term Financial Outlook

TSMC remains confident that full-year 2026 revenues will grow by more than 30% in U.S. dollar terms, reflecting the strength of its differentiated technology and broad customer base.

For the second quarter, the company expects revenues between $39 billion and $40.2 billion, representing 10% sequential growth and 32% year-over-year growth at the midpoint. Based on an exchange rate assumption of $1 to 31.7 New Taiwan Dollars, the second-quarter gross margin is projected at 65.5%-67.5% and operating margin at 56.5%-58.5%. Management noted that the initial ramp-up of its 2-nanometer technology will dilute gross margin by 2%-3% for the year.

TSMC also expects capital expenditures to trend toward the high end of its previously announced $52-$56 billion range as it expands capacity to support customer demand. Despite the elevated spending, management reiterated its focus on delivering profitable growth for shareholders.

TSM Stock's Estimate Trend

At present, the Zacks Consensus Estimate expects TSMC's earnings per share (EPS) to grow 44.1% to $15.35 in 2026, followed by another 27% increase to $19.50 in 2027. Analyst estimates for both years have moved higher over the past three months. The company's revenues are expected to grow 32.3% in 2026 and another 26.6% in 2027.

Zacks Investment Research

Image Source: Zacks Investment Research

How Valuation Metrics Look for TSMC

Based on the forward 12-month Price/Earnings (P/E), TSM trades at 25.84X, slightly above its median of 24.33X and the 24.98X sector average. In contrast, GFS trades at a P/E of 38.63X, while ON sits with 24.35X.

TSM's One-Year P/E

Zacks Investment Research

Image Source: Zacks Investment Research

Conclusion

TSMC benefits from strong demand for its leading-edge process technologies. The performance of its key profitability metrics is supported by cost improvement efforts and a high-capacity utilization rate. The higher level of capital spending reflects management's confidence in delivering profitable growth to shareholders and also capturing long-term growth opportunities. At the same time, TSMC remains well-positioned to continue capitalizing on the strong industry tailwinds.

The stock has significantly outperformed the sector and other peers over the past 12 months. From a valuation standpoint, TSM is trading close to both its historical median and sector average. Backed by positive earnings estimate revisions, the stock appears to be an attractive investment opportunity.

TSM carries a Zacks Rank #2 (Buy) at present. You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

Taiwan Semiconductor Manufacturing Company Ltd. (TSM) : Free Stock Analysis Report

ON Semiconductor Corporation (ON) : Free Stock Analysis Report

GlobalFoundries Inc. (GFS) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

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打开原文

格芯与SEALSQ量子合作待核

重要性2/5 中低

合作主题直接涉及GFS，但原文受付费墙限制，无法获得支持经营判断的细节。

标签

标的：`GFS`来源：MT Newswires发布日期：2026-07-08重要性：2/5 中低评级理由：合作主题直接涉及GFS，但原文受付费墙限制，无法获得支持经营判断的细节。评级依据：GFS直接合作关系, 原文不可访问, 缺少金额与执行条款原文字数：76

中文摘要

核心结论

付费墙下的MT Newswires摘要仅确认SEALSQ与GFS签署合作备忘录，主题为后量子密码和量子计算。原文不可访问，合作范围、资金、客户、排期和对GFS财务影响均无法从现有材料确认。

重要性评级

评级：2/5（中低）

合作对象和主题与GFS直接相关，但可见内容只有一句摘要，证据不足；同日完整新闻稿可作为待核线索。

关键事实

• SEALSQ与GFS称于07/08签署合作备忘录。
• 摘要提及后量子密码与半导体量子计算技术。
• 文章被标注为付费内容，正文无法读取。
• 文章发布于美东时间07/08 08:55（UTC+8 07/08 20:55）。

作者观点与证据

可见部分没有分析立场，仅转述合作备忘录。合作存在可由双方公告核验；技术范围、商业化路径、投入额与预期收入均未披露。

与相关标的的关系

GFS为合作一方，若合作推进可能涉及安全半导体与量子技术平台。现有摘要没有说明GFS承担的制造、设计、知识产权或客户角色。

时效性与限制

消息距日报约三日，时效尚可。付费墙导致原始证据严重不足，不能据此判断订单、收入、量产或竞争影响。

后续跟踪

• GFS与SEALSQ的正式公告和备忘录条款。
• 研发里程碑、知识产权归属与客户项目。
• 后量子安全产品的认证和商业化进度。

英文原文

SEALSQ, GlobalFoundries Collaborate on Post-Quantum Cryptography, Quantum Computing

PREMIUM

SEALSQ, GlobalFoundries Collaborate on Post-Quantum Cryptography, Quantum Computing

MT Newswires

Wed, July 8, 2026 at 8:55 PM GMT+8 1 min read

• LAES -2.44%

• GFS -1.06%

SEALSQ (LAES) and GlobalFoundries (GFS) said Wednesday they signed a memorandum of understanding to

PREMIUM

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打开原文

格芯拓展后量子安全平台

重要性3/5 中

技术合作范围较明确且GFS直接参与，但新闻稿性质与缺少商业条款限制其阅读优先级。

标签

标的：`GFS`来源：GlobeNewswire发布日期：2026-07-08重要性：3/5 中评级理由：技术合作范围较明确且GFS直接参与，但新闻稿性质与缺少商业条款限制其阅读优先级。评级依据：GFS直接合作与技术角色, 一手新闻稿披露具体方向, 无合同金额、订单或量产信息原文字数：1051

中文摘要

核心结论

SEALSQ新闻稿称其与GFS签署备忘录，拟共同开发预认证后量子密码知识产权、安全芯粒硬件安全模块和低温CMOS（互补金属氧化物半导体）量子系统。该合作仍为前瞻性备忘录，没有合同金额、订单或量产承诺。

重要性评级

评级：3/5（中）

GFS为直接合作方，新闻稿列出较具体技术方向；发布方为SEALSQ自身，证据属于公司宣传和前瞻声明，需等待GFS确认与执行数据。

关键事实

• SEALSQ与GFS于07/08宣布战略合作备忘录，聚焦安全半导体、后量子密码和半导体量子计算。
• 双方拟与GFS旗下MIPS合作开发预认证后量子密码硬宏及CHSM（芯粒硬件安全模块）组件，面向HSM（硬件安全模块）和安全隔离区。
• 合作包含超低温运行的低温电子ASIC（专用集成电路）设计，并利用GFS美国制造能力服务联合客户和伙伴。
• 公告称项目契合欧美可信、可追溯的半导体供应链目标。
• 新闻稿明示实际结果可能因需求、产业条件和客户集中等风险而与前瞻表述存在重大差异。

作者观点与证据

SEALSQ管理层把合作描述为安全、量子和半导体融合的平台验证。技术方向与双方声明属于一手信息；其市场机会、客户采用和商业价值均未附合同、认证、营收或时间表。

与相关标的的关系

GFS为直接标的，可借助其工艺、制造与MIPS资源参与安全芯片、芯粒和低温量子生态。GFS实际经济收益取决于共同产品、客户设计导入及后续订单。

时效性与限制

公告发布于美东时间07/08 08:00（UTC+8 07/08 20:00），距日报约三日。该内容为付费新闻稿，非独立报道；备忘录不等同于采购合同或量产协议。

后续跟踪

• GFS是否发布独立确认及合作条款。
• 后量子密码硬宏、芯粒和低温ASIC的认证进度。
• 联合客户、设计导入、试产与订单披露。

英文原文

SEALSQ and GlobalFoundries Partner to Accelerate Post-Quantum Cryptography and Quantum Computing Technologies

This is a paid press release. Contact the press release distributor directly with any inquiries.

SEALSQ and GlobalFoundries Partner to Accelerate Post-Quantum Cryptography and Quantum Computing Technologies

SEALSQ

Wed, July 8, 2026 at 8:00 PM GMT+8 5 min read

• LAES -2.44%

• GFS -1.06%

SEALSQ Geneva, Switzerland, July 08, 2026 (GLOBE NEWSWIRE) --

SEALSQ Corp (Nasdaq: LAES) ("SEALSQ") and GlobalFoundries (Nasdaq: GFS) (GF) today announced a strategic Memorandum of Understanding (MoU) to co-develop across secure semiconductor platforms, Post-Quantum Cryptography (PQC) and emerging semiconductor-based quantum computing technologies. The partnership leverages GF's process technology leadership and manufacturing capabilities alongside SEALSQ's expertise in hardware-based certified security, PQC-ready silicon solutions and ongoing investments in quantum technologies.

Semiconductor CMOS technology has powered the digital revolution for decades by enabling continuous transistor scaling, higher integration density, and cost-effective mass production. It is now emerging as a key enabler of the quantum era, allowing quantum processors to be built on proven high-volume semiconductor manufacturing platforms that deliver the scalability, reliability, and cost efficiency required for widespread industrial adoption.

The collaboration will focus on developing Post-Quantum Cryptography (PQC) security IP, secure chiplet architectures, and a CryoCMOS ecosystem to support future quantum computing systems, advancing three strategic areas:

• Expanding GF's IP Ecosystem with Certified PQC Security Building Blocks

In partnership with MIPS, a GF company, the companies will co-develop pre-certified PQC security IP (hard macro) blocks and Chiplet Hardware Security Module (CHSM) components, targeting applications including Hardware Security Modules (HSMs) and Secure Enclaves.

• Advancing Cryogenic CMOS for Quantum Computing

Building on GF's recently announced Quantum Technology Solutions business and SEALSQ's ongoing ambitions in quantum ASIC design, the companies will collaborate on the design and development of cryoelectronic ASICs operating at ultra-low temperatures for joint clients and partners, leveraging GF's U.S. manufacturing capabilities and footprint.

• Aligned with Sovereign and Trusted Supply Chain Objectives

The partnership is designed to support European and U.S. sovereign supply chain priorities. Both companies share a commitment to trusted, traceable, and secure semiconductor production.

"A shared long-term vision between GF and SEALSQ is that semiconductors, cybersecurity, Post-Quantum Cryptography, and quantum computing are converging into a single technology ecosystem," said Carlos Moreira, CEO of SEALSQ . "GlobalFoundries is one of the world's leading semiconductor manufacturers, and its growing commitment to security and quantum technologies perfectly complements SEALSQ's expertise in secure semiconductors, PQC, and our investments across the quantum ecosystem. This partnership is a natural fit and a powerful validation of our shared vision. Together, we have the opportunity to help shape the secure and scalable technology platforms that will power the quantum era."

Story Continues

"This partnership is about building the foundation for the quantum era: trusted digital infrastructure secured by Post-Quantum Cryptography and the semiconductor technologies that will enable future quantum computing systems," said Nicholas Sergeant, vice president of Quantum Technology Solutions at GF . "SEALSQ's secure-semiconductor and Post-Quantum Cryptography expertise complements GF's differentiated technology portfolio and expanding quantum capabilities. Together, we are uniquely positioned to give customers and partners the technologies needed to secure and enable the quantum future."

The initiative builds on GF's long-standing investments in quantum technologies and complements its new Quantum Technology Solutions business alongside SEALSQ's investments in quantum computing, reinforcing the critical role of semiconductors in enabling scalable and commercially viable quantum systems.

About SEALSQ:

SEALSQ is a leading innovator in Post-Quantum Technology hardware and software solutions. Our technology seamlessly integrates Semiconductors, PKI (Public Key Infrastructure), and Provisioning Services, with a strategic emphasis on developing state-of-the-art Quantum Resistant Cryptography and Semiconductors designed to address the urgent security challenges posed by quantum computing. As quantum computers advance, traditional cryptographic methods like RSA and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.

SEALSQ is pioneering the development of Post-Quantum Semiconductors that provide robust, future-proof protection for sensitive data across a wide range of applications, including Multi-Factor Authentication tokens, Smart Energy, Medical and Healthcare Systems, Defense, IT Network Infrastructure, Automotive, and Industrial Automation and Control Systems. By embedding Post-Quantum Cryptography into our semiconductor solutions, SEALSQ ensures that organizations stay protected against quantum threats. Our products are engineered to safeguard critical systems, enhancing resilience and security across diverse industries.

For more information on our Post-Quantum Semiconductors and security solutions, please visit www.sealsq.com .

About GF

GlobalFoundries (GF) is a leading manufacturer of essential semiconductors, enabling AI at scale from the cloud to the physical world. Through deep partnerships with customers, GF delivers differentiated, power-efficient and high-performance solutions for automotive, aerospace and defense, data center, smart mobile devices, internet of things and other high-growth markets. With global manufacturing operations across the U.S., Europe and Asia, GF is a trusted and holistic technology partner for customers around the world. GF's talented, global team remains focused every day on security, longevity and sustainability. For more information, visit www.gf.com .

Forward-Looking Statements

This communication expressly or implicitly contains certain forward-looking statements concerning SEALSQ Corp and its businesses. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipate will occur in the future, as well as any other statements which are not historical facts. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include SEALSQ's ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; and the risks discussed in SEALSQ's filings with the SEC. Risks and uncertainties are further described in reports filed by SEALSQ with the SEC.

SEALSQ Corp is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

SEALSQ Corp.

Carlos Moreira

Chairman & CEO

Tel: +41 22 594 3000

info@sealsq.com

SEALSQ Investor Relations (US)

The Equity Group Inc.

Lena Cati

Tel: +1 212 836-9611

lena.cati@theeequitygroup.com

打开原文

格陵兰稀土题材升温

重要性2/5 中低

题材相关但USAR商业关联间接，政策与散户叙事不确定性高。

标签

标的：`USAR`来源：Stocktwits发布日期：2026-07-08重要性：2/5 中低评级理由：题材相关但USAR商业关联间接，政策与散户叙事不确定性高。评级依据：关联度, 时效性, 证据强度限制, 背景材料属性原文字数：985

中文摘要

核心结论

Stocktwits称，特朗普重提美国控制格陵兰的主张后，市场聚焦北极稀土资源与供应链题材，USAR等相关股票盘前走强。文章的主要价值在于政策叙事和项目背景，未显示USAR获得格陵兰资产或新增业务。

重要性评级

评级：2/5（中低）。USAR被纳入题材篮子，但与格陵兰Tanbreez项目的直接商业联系较弱，且文章混合散户评论。

关键事实

• 美东时间07/08 01:06（UTC+8 07/08 13:06），报道指特朗普在安卡拉北约峰会期间重提控制格陵兰的主张。
• 文中称CRML、ALOY、UUUU、USAR和GLND隔夜上涨0.4%至2%。
• 中国约占全球稀土产量70%，并处理约90%的稀土加工和精炼。
• Critical Metals持有格陵兰Tanbreez项目92.5%权益，6月启动1万米钻探计划。
• REalloys取得Tanbreez一期产量15%的长期采购协议，并获美国陆军选定建设关键矿物加工与金属化设施。

作者观点与证据

作者把格陵兰的政治表态与关键矿物供应链关注度相连。格陵兰资源、项目权益和企业动作构成事实线索，但股价反应与散户发言不能证明政策会落地或企业价值变化。

与相关标的的关系

USAR被列为美国稀土磁材供应链公司，文章未称其拥有Tanbreez资产；CRML、ALOY和GLND与格陵兰项目或能源资源的联系更直接。

时效性与限制

发表于美东时间07/08 01:06（UTC+8 07/08 13:06）。政策表态具新闻性，但截至07/11已有时滞，且地缘政治结果、许可和项目商业化均未确定。

后续跟踪

• 美国、丹麦和格陵兰政府的正式政策回应。
• Tanbreez钻探、许可、融资与加工安排。
• 美国关键矿物采购和国防部项目进展。
• USAR自身磁材项目和供应链合作披露。

英文原文

CRML, UUUU, USAR, ALOY, GLND: Greenland’s Rare-Earth Trade Draws Investors As Trump Revives Arctic Ambitions

CRML, UUUU, USAR, ALOY, GLND: Greenland’s Rare-Earth Trade Draws Investors As Trump Revives Arctic Ambitions

CRML, UUUU, USAR, ALOY, GLND: Greenland’s Rare-Earth Trade Draws Investors As Trump Revives Arctic Ambitions · Stocktwits

Shivani Kumaresan

Wed, July 8, 2026 at 1:06 PM GMT+8 4 min read

• USAR

-2.07%

• CRML

-6.14%

• ALOY

-5.39%

• EFR.TO

+0.84%

• GLND

-5.00%

• Trump renewed his call for the U.S. to take control of Greenland, saying the Arctic island is vital to national security.

• The island's Tanbreez project is among the world's largest undeveloped rare earth deposits.

• Critical Metals gained attention for its 92.5% stake in Greenland's Tanbreez project.

Shares of Critical Metals Corp. (CRML), REalloys (ALOY), Energy Fuels (UUUU), USA Rare Earth (USAR) and Greenland Energy Company (GLND), companies tied to critical minerals and Arctic energy, advanced after President Donald Trump renewed calls for the United States to take control of Greenland during the NATO summit in Ankara.

The remarks renewed investor focus on Greenland's importance as Washington seeks to secure supplies of rare earths and other critical minerals used in defense, AI infrastructure, electric vehicles and advanced manufacturing.

See what 10M+ investors are talking about. Get the Stocktwits Daily Rip for what retail is watching right now, free to your inbox

Critical Metals, REalloys, Energy Fuels, USA Rare Earth and Greenland Energy stocks gained between 0.4% and 2%, overnight, ahead of Wednesday.

Why Trump Is Talking About Greenland Again

Trump renewed his push for the U.S. to take control of Greenland, arguing the Arctic island is essential to American national security because of its location and vast natural resources.

Speaking during a bilateral meeting with Turkish President Recep Tayyip Erdoğan, Trump said Greenland should be under U.S. control rather than Denmark's, reviving a proposal he first introduced in 2019.

He also said Greenland is surrounded by Chinese and Russian vessels, reinforcing his view that Washington should control the territory.

U.S. Rare Earth Supply Chain: Why Greenland Matters

Investors turned their focus on the diplomatic dispute's implications for companies involved in rare earth mining, mineral processing and Arctic energy exploration.

Greenland is home to huge deposits of rare earth minerals, along with oil and natural gas resources. These materials are increasingly important for manufacturing electric vehicles, renewable energy systems, advanced electronics and military equipment.

Among Greenland's best-known mining assets is the Tanbreez project, regarded as one of the world's largest undeveloped rare earth deposits. The renewed political attention also comes as the Pentagon works to reduce reliance on Chinese mineral supply chains before upcoming procurement deadlines.

China is the world's leading supplier of rare earth minerals, producing about 70% of global output and handling around 90% of the world's rare earth processing and refining.

Story Continues

Tanbreez Project: Why Critical Metals Is At Center Of The Greenland Trade

Critical Metals stock attracted attention because the company holds a 92.5% stake in the Tanbreez rare earth project in southern Greenland.

The company is working to build an alternative supply chain outside China by shipping minerals directly to processing facilities in North America and Europe. In June, Critical Metals began a 10,000-meter drilling program at the site to support mine planning. It also bought the Ocean Endeavour, an ice-capable vessel that can house up to 300 workers, as it prepares to advance the project toward commercial production.

On Stocktwits, retail sentiment around the stock turned to 'neutral' from 'bearish' territory the previous day.

ALOY's Importance In Processing Crtical Metals

REalloys stock also remained in focus as it plays an important role in processing rare earth minerals into materials used in defense and other advanced industries.

The company has secured a long-term agreement to purchase 15% of the first-phase output from Critical Metals' Tanbreez rare earth project in southern Greenland. On Tuesday, the U.S. Army selected REalloys to build and operate the first commercial critical minerals processing and metallization facility on a U.S. military base in Euclid, Ohio.

Meanwhile, Energy Fuels continues expanding its domestic rare earth processing capabilities, and USA Rare Earth is building an integrated U.S. magnet manufacturing supply chain.

Greenland Energy's Arctic Oil Ambitions

Greenland Energy focuses on exploring oil and gas resources in Greenland. The company holds exclusive exploration rights to about 2 million acres in the Jameson Land Basin in eastern Greenland, an area that independent studies estimate could contain up to 13 billion barrels of recoverable oil.

After going public through a SPAC merger in March, GLND partnered with Halliburton Co. (HAL) to support drilling operations planned for later this year.

What Are Retail Traders Saying

On Stocktwits, retail traders discussed upside potential for rare earth stocks after Trump's speech.

A user said , "$CRML $CRMX I'm biting at these lows… renewed Greenland talks should keep coming… due for an inevitable move higher."

Another user said , "The Greenlandic government would have to be out of its mind not to quickly grant $GLND Greenland Energy the oil exploration permit in Greenland. Trump would exploit it as proof of the need to seize Greenland without discussion."

So far this year, ALOY, CRML and USAR stocks have gained between 26% and 50%, while GLND and UUUU are down 79% and 11%, respectively.

Also See: Why Did CRNX, D, BCRX Stocks Surge To 52-Week Highs Today?

For updates and corrections, email newsroom[at]stocktwits[dot]com.

Shivani Kumaresan has no position in any of the stocks mentioned in this article. StockTwits' news team content is for informational purposes only and is not intended as investment advice. For more, see our editorial policy . This article was originally published on StockTwits .

Related:

• ALHC Stock Clocks Worst Day In Over 2 Years On Whistleblower Financial Manipulation Allegation

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• TSLA Stock Slips: Tesla's AI Chief Confirms Voice Commands For FSD Under Works

打开原文

Alphabet公布2026年第二季度财报电话会日期

重要性未评级

标签

标的：`GOOG`来源：Alphabet Investor Relations发布日期：2026-07-08重要性：未评级

中文摘要

• Alphabet确认将于2026年7月22日13:30太平洋时间、16:30美东时间召开第二季度财报电话会。
• 公司表示财报将在电话会前发布于投资者关系网站。
• 本地期权链快照记录2026年8月7日到期GOOG 380美元Call成交量2719、OI 412，以及350美元Call成交量1258、OI 593；两个合约均在已确认财报日之后到期。

英文原文

Alphabet Announces Date of Second Quarter 2026 Financial Results Conference Call

本地未取得可读全文：HTTP 403。可使用上方“打开原文”核查。

打开原文

比特币核心客户端更新

重要性3/5 中

官方客户端更新时效较高，涉及节点性能与隐私安全，但缺少部署和影响规模数据。

标签

标的：`BTC`来源：Bitcoin Core发布日期：2026-07-08重要性：3/5 中评级理由：官方客户端更新时效较高，涉及节点性能与隐私安全，但缺少部署和影响规模数据。评级依据：发布时间较近, BTC直接相关, 官方一手来源, 缺少量化影响证据原文字数：622

中文摘要

核心结论

Bitcoin Core（比特币核心客户端）发布 31.1 版，重点修复链状态数据库反复重写造成的大量磁盘读写，并修补 PrivateBroadcast（私有广播）功能在特定条件下泄露 IP 地址的问题。该版本属于客户端维护与隐私修复更新，原文未披露对 BTC 市场价格或网络共识规则的即时影响。

重要性评级

评级：3/5（中）

发布方为 Bitcoin Core，技术事实直接关系 BTC 节点软件的运行效率和隐私安全；内容为版本说明，缺少实际部署比例、受影响节点数量与市场影响数据。

关键事实

• 31.1 版于美东时间 07/07 20:00（UTC+8 07/08 08:00）发布，提供安装包和源代码。
• 版本修复链状态数据库在日常运行中反复重写大段数据、导致过度磁盘读写的问题。
• PrivateBroadcast 功能此前在部分情形会经由公共互联网建立连接，可能泄露 IP 地址；本次修复相关网络处理逻辑。
• 更新包含验证、LevelDB（键值数据库）、点对点网络、钱包、MuSig（多签聚合签名）和构建测试等模块的修复。
• 支持并测试的最低系统版本包括 Linux 内核 3.17、macOS 14 与 Windows 10 1903；旧版钱包通常仍受支持。
• 已终止维护版本可直接升级，但若需迁移数据目录，完成时间可能较长。

作者观点与证据

文章采取发布说明口径，列出变更编号和受影响模块，证据主要是官方代码维护记录。对性能改善、隐私风险的实际范围和修复后的运行效果未给出量化测试或第三方验证。

与相关标的的关系

BTC 直接相关：全节点和相关基础设施运营者可据此评估升级需求，链状态读写负担与网络隐私问题涉及客户端运行质量。文章未涉及供需、资金流或协议参数变化。

时效性与限制

发布时间为美东时间 07/07 20:00（UTC+8 07/08 08:00），距 07/11 日报较近，可作为基础设施更新事实引用。信息来自项目方版本说明，未提供漏洞利用案例、节点采用率、基准测试或市场反应。

后续跟踪

• 31.1 版在主要节点运营者中的升级进度。
• 链状态数据库修复后的磁盘读写和同步性能数据。
• PrivateBroadcast 修复是否披露更具体的受影响条件与安全评估。
• 后续维护版本是否出现兼容性或回归问题。

英文原文

Bitcoin Core 31.1

Bitcoin Core 31.1

Bitcoin Core installation binaries can be downloaded from bitcoincore.org and the source-code is available from the Bitcoin Core source repository.

v31.1 Release Notes

Bitcoin Core version 31.1 is now available from:

https://bitcoincore.org/bin/bitcoin-core-31.1/

This release includes new features, various bug fixes and performance

improvements, as well as updated translations.

Please report bugs using the issue tracker at GitHub:

https://github.com/bitcoin/bitcoin/issues

To receive security and update notifications, please subscribe to:

https://bitcoincore.org/en/list/announcements/join/

How to Upgrade

If you are running an older version, shut it down. Wait until it has completely

shut down (which might take a few minutes in some cases), then run the installer

(on Windows) or just copy over /Applications/Bitcoin-Qt (on macOS) or

bitcoind / bitcoin-qt (on Linux).

Upgrading directly from a version of Bitcoin Core that has reached its EOL is

possible, but it might take some time if the data directory needs to be

migrated. Old wallet versions of Bitcoin Core are generally supported.

Compatibility

Bitcoin Core is supported and tested on the following operating systems or

newer: Linux Kernel 3.17, macOS 14, and Windows 10 (version 1903). Bitcoin Core

should also work on most other Unix-like systems but is not as frequently tested

on them. It is not recommended to use Bitcoin Core on unsupported systems.

Notable changes

This release fixes an issue where the chainstate database would repeatedly

rewrite large portions of itself, causing excessive disk reads and writes

during normal operation.

PrivateBroadcast

This release fixes an ip address leak when using the -privatebroadcast feature.

Under certain circumstances connections were being made over clearnet rather than

the enabled privacy network.

Validation

• #35209 validation: correct lifetime of precomputed tx data

• #35465 coins: compact chainstate regularly

Leveldb

• #61 (bitcoin-core/leveldb): Disable seek compaction

P2P

• #35032 net_processing: don’t modify addrman for private broadcast connections

• #35410 net: use the proxy if overriden when doing v2->v1 reconnections

Wallet

• #35227 wallet: check the final BDB page LSN during migration

• #35228 wallet: use outpoint when estimating input size

Musig

• #35316 musig: Reject empty pubkey list in GetMuSig2KeyAggCache

Build

• #34228 depends: Unset SOURCE_DATE_EPOCH in gen_id script

Test

• #34425 test: Fix all races after a socket is closed gracefully

• #34863 test: Clean shutdown in Socks5Server

• #34991 test: fix feature_index_prune.py bug when using –usecli

• #35080 test: Add missing self.options.timeout_factor scale in tool_bitcoin_chainstate.py

• #35218 test: fix P2SH script in coins cache fuzz target

• #35279 psbt, test: remove address type restrictions in test

Fuzz

• #35289 fuzz: Fix timeout in txorphan

Util

• #35384 util: Check write failures before renaming settings.json

Docs

• #35283 doc: mention -DWITH_ZMQ=ON in BSD build guides

CI

• #35202 ci: restore sockets in i686, no IPC job

• #35230 ci: Move –usecli –extended from i386 task to alpine task

• #35348 ci: switch to GitHub cache for all runners

• #35378 ci: switch runners from cirrus to warpbuild

• #35408 ci: 35378 followups

• #35430 ci: use warp caching on warp runners

• #35447 ci: use warpbuild cache for docker buildkit cache

Misc

• #35044 contrib: Fix NameError in signet miner gbt()

• #35175 multi_index: fix compilation failure with boost >= 1.91

• #34953 crypto: disable ASan instrumentation of SSE4 SHA256 for GCC

Credits

Thanks to everyone who directly contributed to this release:

• andrewtoth

• Cory Fields

• Crypt-iQ

• darosior

• deadmanoz

• fanquake

• Greg Sanders

• Hennadii Stepanov

• junbyjun1238

• Lőrinc

• MarcoFalke

• marcofleon

• nervana21

• optout21

• Pol Espinasa

• rkrux

• Shrey

• Torkel Rogstad

• Vasil Dimov

• willcl-ark

As well as to everyone that helped with translations on

Transifex .

打开原文

USAR交易关系受议员调查

重要性4/5 高

直接涉及USAR政府交易的治理风险，尽管正文证据有限。

标签

标的：`USAR`来源：The Wall Street Journal发布日期：2026-07-07重要性：4/5 高评级理由：直接涉及USAR政府交易的治理风险，尽管正文证据有限。评级依据：标的直接相关性, 来源质量, 事件重要性, 证据限制原文字数：69

中文摘要

核心结论

《华尔街日报》简讯称，民主党议员调查Cantor Fitzgerald在USA Rare Earth融资中的可能关联；该公司曾由商务部长霍华德·卢特尼克领导。信息直接触及USAR政府投资相关交易的治理与声誉风险，但原文正文极短，未提供调查范围和各方回应。

重要性评级

评级：4/5（高）。事件直接涉及USAR及政府投资交易的利益冲突质疑；高质量媒体来源提升阅读优先级，但证据细节不足。

关键事实

• 报道对象为USA Rare Earth，代码USAR。
• Cantor Fitzgerald曾由商务部长霍华德·卢特尼克领导。
• 简讯称该公司协助USAR就美国政府投资进行私募融资。
• 民主党议员正调查双方可能关联。
• 原文未披露融资金额、调查函内容、监管结论或公司回应。

作者观点与证据

文章仅陈述调查主题，没有作出法律定性或责任判断。其证据范围受限于摘要式正文，无法确认具体交易结构、调查权限和指控依据。

与相关标的的关系

USAR为直接对象；Cantor Fitzgerald与商务部关系构成融资和政府交易的治理风险线索，尚无已证实的经营或财务影响。

时效性与限制

发表于美东时间07/07 17:46（UTC+8 07/08 05:46）。截至07/11已有时滞，但调查事件仍具后续性；原文只有简讯，需以调查函、公司声明和监管文件补全。

后续跟踪

• 议员公开的调查函及问题范围。
• Cantor Fitzgerald、USAR和商务部的正式回应。
• 政府投资及私募融资的交易结构披露。
• 任何监管审查、听证或法律程序。

英文原文

Democratic Lawmakers Probe Lutnick’s Possible Ties to Cantor Fitzgerald Deal

Democratic Lawmakers Probe Lutnick’s Possible Ties to Cantor Fitzgerald Deal

Democratic Lawmakers Probe Lutnick’s Possible Ties to Cantor Fitzgerald Deal · The Wall Street Journal · Jonathan Ernst/Reuters

Ben Glickman

Wed, July 8, 2026 at 5:46 AM GMT+8 2 min read

• USAR

-2.07%

The firm, previously led by the commerce secretary, helped USA Rare Earth raise private funds in connection with the U.S. government’s investment.

Continue Reading

打开原文

应用材料切入AI智能眼镜

重要性2/5 中低

GFS虽为合作方，但商业化信息缺失且应用仍处相邻探索阶段，文章时效较弱。

标签

标的：`GFS`来源：Simply Wall St.发布日期：2026-07-07重要性：2/5 中低评级理由：GFS虽为合作方，但商业化信息缺失且应用仍处相邻探索阶段，文章时效较弱。评级依据：GFS直接列名为合作方, 缺少订单和经济分工, 智能眼镜需求与量产不确定原文字数：1002

中文摘要

核心结论

Simply Wall St.称应用材料推出SENZ集成环境视觉平台，拟与GFS、高通和依视路陆逊梯卡推进AI智能眼镜的光学系统开发。GFS的参与表明其进入合作生态，但文章未披露其工艺、订单或经济分工。

重要性评级

评级：2/5（中低）

GFS被列为合作方，智能眼镜为相邻新应用；文章来源于市场叙事，距离日报较久，商业化证据有限。

关键事实

• 应用材料推出SENZ平台，整合波导光学、光引擎、视力矫正和电子调光。
• 文中称合作方包括GFS、高通技术公司和依视路陆逊梯卡。
• 文章将项目定位为帮助AI智能眼镜和智能光学系统扩大商业化。
• 文中列示应用材料股价592.79美元，年初至今涨120.5%、过去一年涨213.0%，但这些市场数据未说明明确截止时点。
• 作者承认SENZ短期财务影响尚不清楚，智能眼镜和增强现实设备历史商业化存在不确定性。

作者观点与证据

作者认为SENZ可让应用材料从晶圆厂设备延伸至AI可穿戴设备光学层，并以合作伙伴名单支持生态参与判断。产品发布和合作关系应以公司公告核验；商业化速度、需求规模和GFS收益均为推测。

与相关标的的关系

GFS为直接列名合作方，可能参与集成光学系统的半导体供应链。文章未说明其制造节点、器件类型、供货资格或收入份额，无法建立财务传导。

时效性与限制

文章发布于美东时间07/07 15:20（UTC+8 07/08 03:20）。Simply Wall St.声明其基于历史数据和分析师预测，内容未必覆盖最新重大公告，且未提供合作条款。

后续跟踪

• SENZ的客户设计导入、试点和量产项目。
• GFS与高通对平台角色的正式说明。
• 智能眼镜出货量、供应链认证和收入披露。

英文原文

Applied Materials (AMAT) Unveils SENZ To Speed AI Smart Glasses Development

Applied Materials (AMAT) Unveils SENZ To Speed AI Smart Glasses Development

Bailey Pemberton

Wed, July 8, 2026 at 3:20 AM GMT+8 4 min read

• AMAT +2.35%

• GFS -1.06%

• EL.PA -0.15%

Track your investments for FREE with Simply Wall St, the portfolio command center trusted by over 7 million individual investors worldwide.

• Applied Materials (NasdaqGS:AMAT) has introduced its SENZ integrated ambient visual platform for AI-powered smart glasses.

• The company is working with GlobalFoundries, Qualcomm Technologies, and EssilorLuxottica to help move intelligent optical systems toward broader commercialization.

• The platform combines waveguide optics, light engines, vision correction, and electronic dimming into a single integrated system.

Applied Materials enters this new product launch with its stock at $592.79 and very large 3 year and 5 year returns relative to the starting point. The company has also seen returns of 120.5% year to date and 213.0% over the past year, with a move of 30.9% over the past month and a decline of 14.7% over the past week.

For investors tracking NasdaqGS:AMAT, SENZ reflects an effort to participate more directly in AI-enabled wearables and smart optics alongside its core semiconductor equipment business. The collaborations around smart glasses and intelligent optics could influence how Applied Materials is involved in consumer and industrial devices that rely on integrated optics and computing.

Stay updated on the most important news stories for Applied Materials by adding it to your watchlist or portfolio . Alternatively, explore our Community to discover new perspectives on Applied Materials.

NasdaqGS:AMAT Earnings & Revenue Growth as at Jul 2026 📰 Beyond the headline: 1 risk and 4 things going right for Applied Materials that every investor should see.

For Applied Materials, SENZ pushes the company further along the AI hardware stack by targeting the optics and display layer of AI-powered wearables rather than just the chips inside data centers. By bundling waveguides, light engines, vision correction, and dimming in one platform, Applied Materials is trying to remove integration pain points that have slowed smart-glasses projects in the past. The partnerships with GlobalFoundries, Qualcomm Technologies, and EssilorLuxottica also signal that Applied Materials is not trying to build a consumer product itself, but instead position as an enabling supplier to both chipmakers and eyewear brands. For you as an investor, this sits alongside the recent DRAM and advanced-packaging tool launches, showing Applied Materials looking for AI-related demand in several adjacent markets, not only wafer fab equipment. The near term financial impact of SENZ is unclear, but the move may help diversify Applied Materials' AI exposure beyond a single category of equipment orders.

Story Continues

How This Fits Into The Applied Materials Narrative

• The SENZ platform aligns with the narrative that Applied Materials is working closely with customers at major technology transitions, in this case extending collaboration from fabs and packaging into AI-powered wearables that rely on integrated optics.

• By stepping closer to end-user devices like smart glasses, Applied Materials adds another area where execution, customer adoption timing, and R&D payback need to line up, which could complicate the simple AI wafer fab supercycle story highlighted in the narrative.

• The current narrative focuses heavily on fabs, advanced packaging, and regional manufacturing incentives, while SENZ introduces a consumer and industrial optics angle that may not be fully reflected in how investors think about Applied Materials' long-term revenue mix.

Knowing what a company is worth starts with understanding its story. Check out one of the top narratives in the Simply Wall St Community for Applied Materials to help decide what it's worth to you.

The Risks and Rewards Investors Should Consider

• ⚠️ Smart-glasses and AR devices have a mixed commercial history, so SENZ exposes Applied Materials to a product category where demand visibility and volume ramps have been uncertain in previous cycles.

• ⚠️ Expanding into intelligent optical systems adds another front for competition from display, optics, and consumer-device suppliers, which comes on top of the existing risks analysts already highlight around customer concentration and geopolitical tension.

• 🎁 If SENZ shortens development timelines and simplifies supply chains, Applied Materials could become a preferred supplier for brands and chipmakers trying to bring AI-powered wearables to market more efficiently.

• 🎁 The collaborations with GlobalFoundries, Qualcomm Technologies, and EssilorLuxottica indicate Applied Materials is plugged into key parts of the AI and wearables ecosystem, which can help it spot opportunities earlier and potentially win follow-on business in chips, packaging, and services.

What To Watch Going Forward

After this SENZ launch, investors may want to watch for design wins or pilot programs with major consumer or enterprise smart-glasses projects, any commentary from Qualcomm Technologies and GlobalFoundries on how SENZ affects their roadmaps, and whether EssilorLuxottica references the platform in its own product plans. It is also worth tracking how often SENZ and intelligent optical systems show up in Applied Materials' earnings calls alongside its DRAM and advanced-packaging tools, because that can help you judge whether this becomes a meaningful part of the broader AI opportunity or remains a smaller, complementary effort.

To ensure you're always in the loop on how the latest news impacts the investment narrative for Applied Materials, head to the community page for Applied Materials to never miss an update on the top community narratives.

This article by Simply Wall St is general in nature. We provide commentary based on historical data and analyst forecasts only using an unbiased methodology and our articles are not intended to be financial advice. It does not constitute a recommendation to buy or sell any stock, and does not take account of your objectives, or your financial situation. We aim to bring you long-term focused analysis driven by fundamental data. Note that our analysis may not factor in the latest price-sensitive company announcements or qualitative material. Simply Wall St has no position in any stocks mentioned.

Companies discussed in this article include AMAT .

Have feedback on this article? Concerned about the content? Get in touch with us directly. Alternatively, email editorial-team@simplywallst.com

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三星业绩后杠杆半导体急跌

重要性2/5 中低

提供半导体情绪与杠杆产品波动案例，但核心归因偏媒体叙事。

标签

标的：`SOXL`来源：Motley Fool发布日期：2026-07-07重要性：2/5 中低评级理由：提供半导体情绪与杠杆产品波动案例，但核心归因偏媒体叙事。评级依据：时效性, 标的直接相关性, 产品结构限制, 证据限制原文字数：640

中文摘要

核心结论

文章称三星强劲业绩未达到市场更高预期，引发半导体情绪回落；SOXL当日跌14%，显示三倍日收益结构会把行业连带抛售显著放大。

重要性评级

评级：2/5（中低）

直接涉及SOXL及NVDA等半导体标的，说明短期波动传导；将跌势主要归因于三星预期落差，缺乏更完整的市场验证。

关键事实

• 美东时间07/07 13:45（UTC+8 07/08 01:45）附近，文中称纳斯达克跌0.65%，SOXL跌14%。
• 三星披露2026年第二季度销售额环比增28%、同比逾倍增，营业利润为584亿美元。
• 文章称三星股价当日跌7%。
• 三星不是SOXL成分股，但NVDA、MU和英特尔等被列为该基金前十大持仓中的受压公司。
• 作者将SOXL更大跌幅归于三倍日收益杠杆机制。

作者观点与证据

作者以“利好兑现未达预期”解释三星下跌，并将其视为其他芯片股跟随调整的触发线索。三星财务数字和股价表现可核查；跨市场传导的单一因果叙述未提供资金流或逐笔证据。

与相关标的的关系

SOXL是直接主体，NVDA和MU可能通过其成分股权重受到放大影响。三星虽非成分股，文章将其作为全球存储情绪的外部参照。

时效性与限制

发布于美东时间07/07 14:23（UTC+8 07/08 02:23）。适合回顾单日杠杆基金波动；Motley Fool含推广内容，三星营业利润单位及日内价格需以公司公告和交易所数据复核。

后续跟踪

• 三星正式业绩中存储价格、出货量与利润率。
• NVDA、MU和英特尔对三星消息的相对反应。
• SOXL与未杠杆半导体指数的日度偏离。
• 半导体ETF资金流是否确认风险偏好变化。

英文原文

Why Direxion Daily Semiconductor Bull 3X ETF Just Crashed

Why Direxion Daily Semiconductor Bull 3X ETF Just Crashed

Rich Smith, The Motley Fool

Wed, July 8, 2026 at 2:23 AM GMT+8 3 min read

• ^IXIC

+0.29%

• 005930.KS

+2.52%

• SOXL

-0.10%

• NVDA

+4.03%

It's Tuesday, 1:45 p.m., and do you know where the Nasdaq is?

It's down 0.65% -- but that's not a patch on the damage being done today to the Direxion Daily Semiconductor Bull 3X Shares ETF (NYSEMKT: SOXL), which crashed 14% this afternoon.

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And Samsung is to blame.

Image source: Getty Images.

Korea sends the semi market South

South Korean technology giant Samsung reported Q2 2026 earnings last night. Sales climbed 28% sequentially and more than doubled year over year. Operating profit surged many times over, to $58.4 billion.

And yet Samsung stock sold off 7% today. Why?

Korea's semiconductor giant beat analyst forecasts, but in a quirk of this artificial intelligence-fueled stock market, Samsung failed to beat investor expectations, which were for even higher numbers. This triggered a "buy the rumor, sell the news" phenomenon, with investors selling Samsung despite its good news, including confirmation that computer memory prices are still rising and that its profits are continuing to climb.

3x the risk, 3x the pain

So how did this affect the Direxion Daily Semiconductor Bull 3X ETF? Well, the first thing you need to know is that Samsung isn't a component of this ETF, so logically, Samsung's 7% price decline shouldn't have affected it much at all.

And yet it did.

Worries over Samsung's failure to wow the market sparked a sell-off among other semiconductor stocks that are components of the ETF -- names like Nvidia (NASDAQ: NVDA), Micron (NASDAQ: MU), and Intel (NASDAQ: INTC), all of which are among the ETF's top 10 holdings.

Worse, Direxion's strategy of magnifying stock price movements 3x meant the Daily Semiconductor Bull 3X ETF suffered far greater losses than its components.

And that's how a 7% sell-off in one stock in Korea created a 14% loss here in the U.S. of A.

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Story Continues

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Why Direxion Daily Semiconductor Bull 3X ETF Just Crashed was originally published by The Motley Fool

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PSI的台积电缺位与美国芯片偏重

重要性3/5 中

直接解释PSI的持仓结构与TSM供应链敞口，申报文件数据较有价值。

标签

标的：`PSI`来源：24/7 Wall St.发布日期：2026-07-07重要性：3/5 中评级理由：直接解释PSI的持仓结构与TSM供应链敞口，申报文件数据较有价值。评级依据：标的直接相关性, 事实密度, 证据强度, 时效性原文字数：923

中文摘要

核心结论

文章指出PSI在2026年大涨时未持有台积电（TSM），其组合更偏美国上市的设计、设备、存储与模拟公司；这提高了对美国芯片周期的敏感度，也减少了对先进制程代工产能的直接敞口。

重要性评级

评级：3/5（中）

PSI为直接标的，持仓结构、收益和台积电缺位均具较高阅读价值；指数筛选原因仍是作者根据申报文件作出的推测。

关键事实

• 2025/12/31至2026/07/06，文章称PSI涨102.37%；过去一年涨158.54%，过去一月涨10.04%，近一周跌10.34%。
• 截至04/30的申报文件显示，PSI净资产约19.95亿美元，共33个持仓，未列TSM。
• 文中列最大持仓为MaxLinear 7.98%、AMD 6.26%、德州仪器4.97%、博通4.84%及MU 4.67%。
• NVDA在PSI权重约3.91%；KLA、泛林和AMAT分别约4.39%、3.99%和3.94%。
• 文章称TSM年初至今涨49.42%，过去一年涨94.49%，市值2.34万亿美元；管理层指引2026年营收增逾30%。
• 作者推测TSM的美国存托凭证（ADR）身份及指数筛选规则是缺位原因。

作者观点与证据

作者认为PSI的美国设计和设备偏重带来强劲相对收益，却使基金只能间接受益于代工厂定价权。持仓与申报文件是较强证据；具体指数规则和收益归因缺少基金管理人直接说明。

与相关标的的关系

PSI直接受其持仓公司表现驱动；TSM虽不在基金内，仍是AMD、NVDA等设计公司及设备供应商的关键供应链节点。该文章对PSI的结构性敞口有直接解释意义。

时效性与限制

发布于美东时间07/07 13:20（UTC+8 07/08 01:20）。基金申报截至04/30，可能滞后于当前权重；24/7 Wall St.含推广内容，指数筛选规则应以正式方法论核验。

后续跟踪

• PSI最新持仓、权重和指数方法论。
• TSM的资本开支、产能利用率和价格指引。
• PSI与含TSM半导体基金的相对表现。
• 美国设计、设备及存储公司的盈利修正。

英文原文

Up 102% in 2026, This Chip ETF Mysteriously Avoids Taiwan Semiconductor

Up 102% in 2026, This Chip ETF Mysteriously Avoids Taiwan Semiconductor

Up 102% in 2026, This Chip ETF Mysteriously Avoids Taiwan Semiconductor · 24/7 Wall St.

Michael Williams

Wed, July 8, 2026 at 1:20 AM GMT+8 5 min read

• 2330.TW

-2.03%

• NVDA

+4.03%

• AMD

+2.04%

• TSM

-0.65%

• PSI

-0.03%

Quick Read

• PSI has doubled in 2026 by owning chip designers like AMD and MaxLinear rather than their manufacturer, Taiwan Semiconductor.

• TSMC's ADR status bars it from PSI's US-focused index despite a $2.34 trillion market cap and a 49% gain in 2026.

• Nvidia holds just a 3.91% weight in PSI, spreading AI-driven gains across memory, analog, and equipment names rather than one mega-cap.

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The Invesco Semiconductors ETF ( NYSEARCA:PSI ) has roughly doubled this year, gaining 102.37% from December 31, 2025 through July 6, 2026. The surprise: the fund carries the word "semiconductors" in its name yet holds zero shares of Taiwan Semiconductor Manufacturing ( NYSE:TSM ), the world's largest dedicated independent (pure-play) semiconductor foundry and the company that actually fabricates chips for Nvidia, AMD, and Apple.

PSI owns the chip designers, but it does not own their manufacturer.

What PSI Is

PSI is an Invesco-issued ETF listed on NYSE Arca that tracks a US-focused semiconductor index. As of the fund's April 30, 2026 NPORT filing, net assets stood at roughly $1.995 billion across 33 positions. Expense ratio and formal benchmark language are not disclosed in the most recent prospectus data available.

What is clear is the shape of the portfolio: 30 equity positions plus three short-term cash vehicles, spanning chip design, wafer fabrication equipment, memory, analog, and packaging.

Why It's Up

The fund's run tracks the AI infrastructure buildout, and its top holdings are the direct beneficiaries. The largest position is MaxLinear at 7.98% of net assets, followed by Advanced Micro Devices at 6.26%, Texas Instruments at 4.97%, Broadcom at 4.84%, and Micron Technology at 4.67%.

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The semiconductor capital equipment names round out the top tier: KLA at 4.39%, Lam Research at 3.99%, and Applied Materials at 3.94%. Nvidia sits at 3.91%, a relatively modest weight given its dominance in AI accelerators. That flat-ish weighting has been an asset in 2026, spreading gains across memory, analog, and equipment names rather than concentrating them in a single mega-cap.

Over the past year, PSI is up 158.54%. Over the past month it added 10.04%. The trailing week has been rougher, with the fund down 10.34% as the sector cooled from recent highs.

Story Continues

The TSMC Absence

Taiwan Semiconductor is not in the portfolio. The April 30, 2026 NPORT-P filing lists all 33 positions, and TSM appears in none of them. The likely reason is index construction: PSI's underlying index screens toward US-domiciled operating companies, and Taiwan-based TSMC trades in the US only as an ADR, placing it outside that universe. Israel-domiciled Tower Semiconductor and Camtek show up in the fund, so the screen is not purely US-listed, but foreign ADRs of Taiwan-based issuers appear to be excluded.

The gap matters because TSMC is the counterparty behind the fund's biggest holdings. CEO C.C. Wei has guided to over 30% full-year 2026 revenue growth, and quarterly revenue grew 35.1% year over year in the most recent report. TSM itself is up 49.42% year to date and 94.49% over the past year, with a market cap of $2.34 trillion.

What The Exclusion Means

Broader semiconductor funds that include foreign issuers do hold TSMC, often as a top-three weight. PSI's US tilt has produced a stronger 2026 return than TSM's own ADR, largely because MaxLinear, AMD, and the wafer-equipment complex have run harder than the foundry stock. It also means PSI carries more concentrated exposure to US design cyclicals and equipment makers, and less exposure to the manufacturing bottleneck that ultimately gates the whole industry. If leading-edge foundry pricing power reasserts itself, PSI will feel it only indirectly through its equipment suppliers.

Retirement-focused investors weighing PSI should look past the year-to-date headline. The fund has doubled in six months and given back double digits in a single week. Past performance does not guarantee future results, and this is not investment advice.

The Takeaway

PSI is a concentrated bet on the US semiconductor ecosystem: designers, equipment, memory, and analog. It has delivered outsized 2026 returns by owning the customers of TSMC rather than TSMC itself. Whether that trade continues depends on whether US-listed chip names can keep outrunning the foundry that supplies them.

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WULF信用支持拖累同业

重要性3/5 中高

信用支持未定是同业合同兑现与融资风险的重要背景。

标签

标的：`APLD`来源：24/7 Wall St.发布日期：2026-07-07重要性：3/5 中高评级理由：信用支持未定是同业合同兑现与融资风险的重要背景。评级依据：同业传导相关性, 合同事实, 时效性, 证据强度限制原文字数：812

中文摘要

核心结论

WULF的190亿美元Anthropic租约获得多家机构上调目标价后，市场仍因投资级信用支持尚未最终确定而回落；APLD、IREN和CIFR同步承压。文章将该走势归为人工智能基础设施股票的风险偏好与执行风险重估，非APLD独有事件。

重要性评级

评级：3/5（中高）。涉及APLD的同业传导和大型租约信用条件，但信息较旧，且文章的市场归因未有完整交易数据支持。

关键事实

• 美东时间07/07 12:54（UTC+8 07/08 00:54），WULF跌8%至20.41美元，IREN跌7%，APLD跌6%至31.56美元，CIFR跌4%。
• WULF与Anthropic签署20年、约190亿美元、净401兆瓦租约，分阶段交付自2027年下半年开始，预计2028年初满负荷。
• 文中称WULF人工智能订单簿达270亿美元，涉及Anthropic、Core42和Fluidstack。
• KBW指出租约的投资级信用支持尚未最终确定，取决于Anthropic预计约四个月内的硬件供应商选择。
• WULF拟向Fluidstack牵头的集团分期出售Abernathy合资企业50.1%权益，金额5.30亿美元。

作者观点与证据

作者认为抛压来自信用支持未定、资产出售、近期催化不足和风险偏好回落。租约与机构目标价为可核对事项，但具体日内归因和后续价格判断属于报道分析。

与相关标的的关系

APLD是被列出的同业联动标的，其6%下跌没有被证明源于公司基本面变动；WULF的租约信用条件可作为整个前矿企转型板块的融资与客户信用观察点。

时效性与限制

发表于美东时间07/07 12:54（UTC+8 07/08 00:54）。截至07/11已有时滞，适合保留信用支持未定这一事实，不能作为当日价格解释的唯一依据。

后续跟踪

• Anthropic硬件供应商选择及信用支持文件。
• WULF项目的交付、融资和资产出售进程。
• APLD、IREN和CIFR是否出现各自的合同或融资消息。
• 同业相对纳斯达克100的波动和成交。

英文原文

TeraWulf Drops 8% Even as Analysts Raise Price Targets on $19B Anthropic Deal, IREN Falls 7%, Applied Digital Slides 6%

TeraWulf Drops 8% Even as Analysts Raise Price Targets on $19B Anthropic Deal, IREN Falls 7%, Applied Digital Slides 6%

David Moadel

Wed, July 8, 2026 at 12:54 AM GMT+8 4 min read

• CIFR

-4.94%

• APLD

-3.53%

• ^NDX

+0.33%

• IREN

-1.39%

• GOOG

-0.34%

Quick Read

• WULF fell 8% and IREN dropped 7% despite analysts lifting their TeraWulf stock price targets, as unfinalized credit support on the $19B Anthropic lease triggered selling.

• CIFR fell 4% in sympathy, while TeraWulf's AI orderbook hit $27 billion across multiple clients, including Google-backed Fluidstack and Anthropic.

• Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Iren didn't make the cut. Grab the names FREE today .

Shares of TeraWulf ( NASDAQ:WULF ) are down 8% to $20.41 in Tuesday's midday session, reversing yesterday's rally on the Anthropic mega-deal. The drop lands in a broad AI-infrastructure pullback, with the NASDAQ 100 down 1.5% intraday.

FellowNeko / Shutterstock.com The move gives back most of the July 6 pop but leaves TeraWulf stock still up 78% year to date (YTD). Peer names are trading in sympathy: IREN ( NASDAQ:IREN ) is down 7% to $40.97, Applied Digital ( NASDAQ:APLD ) is off 6% to $31.56, and Cipher Mining ( NASDAQ:CIFR ) is down 4% to $20.85.

Analyst Target Hikes Meet Sell-the-News

The irony of today's action is that multiple Wall Street desks raised targets on TeraWulf even as the stock fell. Rosenblatt lifted its target to $30 from $27 (Buy), Needham moved to $33 from $28 (Buy), KBW held Outperform at $33, and Bernstein reiterated Outperform at $36. The consensus analyst target price sits at $36.

The catalyst was TeraWulf's 20-year, $19 billion Anthropic data-center lease covering 401 megawatts net at the Justified Data campus in Hawesville, Kentucky, with two five-year renewal options and phased delivery starting in the second half of 2027, reaching full capacity by early 2028. The deal pushes TeraWulf's total AI orderbook to $27 billion across three clients (Anthropic, Core42, and Alphabet ( NASDAQ:GOOGL )-backed Fluidstack).

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Iren didn't make the cut. Grab the names FREE today .

So, why the selloff? KBW flagged that the investment-grade credit support for the lease isn't yet finalized (it hinges on Anthropic's choice of hardware vendor, expected within about four months), alongside the Abernathy stake sale and a perceived lack of near-term catalysts. TeraWulf also agreed to sell its 50.1% stake in the Abernathy joint venture to a Fluidstack-led group for $530 million in staged installments. Those overhangs, combined with a risk-off tape, gave traders reason to fade the rally.

AI-Miner Selloff Driven by Equity Risk-Off

Today's pain is an equity risk-off move. Bitcoin (CRYPTO:BTC) is essentially flat over the past 24 hours, up less than 1% to $63,845. The pressure is equity-driven, hitting the same AI-tech complex that dragged on chips, memory, and space names.

Story Continues

IREN, Applied Digital, and Cipher Mining are all Bitcoin miners pivoting into AI infrastructure, and each has its own hyperscaler contract book. IREN carries an $81 analyst target price, while Applied Digital shares still sit up 29% YTD and Cipher Mining shares are up 42% YTD. These are volatile, largely pre-profit names, and one session doesn't rewrite the long-term thesis around hyperscaler capex and power-constrained compute.

For investors weighing the group, the bull case rests on the analyst target hikes, TeraWulf's $19 billion Anthropic lease, and the broader validation of the miner-to-AI pivot. The bear case is the unfinalized credit support, execution risk into 2028, and betas well above the market. Modest position sizing fits the volatility profile here.

What to Watch

Traders can watch for whether WULF stock holds above $20 into the close, and whether IREN, APLD, and CIFR follow. The next concrete catalyst may be Anthropic's hardware-vendor decision, which could unlock the investment-grade credit wrap on the lease.

Beyond the WULF-specific setup, the price action in IREN, APLD, and CIFR will tell investors whether today is a coordinated group pullback or a name-specific reaction to TeraWulf's contract terms. Watch relative volume in the peers and any follow-on analyst notes on IREN, Applied Digital, and/or Cipher Mining.

Longer term, the miner-to-AI pivot thesis hinges on whether these operators can convert contracted megawatts into investment-grade cash flows. With hyperscaler capex running near $700 billion annually and power the binding constraint, the group retains structural tailwinds. Still, sessions like today are a reminder that execution risk and financing overhangs still matter alongside the headline contract wins.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Iren didn't make the cut. Grab the names FREE today .

Contact editorial@247wallst.com for any questions or corrections.

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存储板块进入熊市的扩散迹象

重要性4/5 中高

直接覆盖DRAM及主要存储股，并量化了回撤广度和行业分化。

标签

标的：`DRAM`来源：Yahoo Finance发布日期：2026-07-07重要性：4/5 中高评级理由：直接覆盖DRAM及主要存储股，并量化了回撤广度和行业分化。评级依据：时效性, 标的直接相关性, 事实密度, 来源质量原文字数：486

中文摘要

核心结论

文章称MU、三星、SK海力士和DRAM均自近期收盘高点跌逾20%，存储交易进入熊市区间；半导体整体尚未达到同一阈值，SK海力士美国上市将测试市场对AI存储主题的承接力。

重要性评级

评级：4/5（中高）

DRAM、MU和韩国存储龙头直接相关，提供市值损失、回撤广度及相对阈值，且为近期市场报道。

关键事实

• 文中称MU、三星、SK海力士和DRAM均较近期收盘高点跌逾20%。
• 三星预估营业利润590亿美元、销售额1,130亿美元，仍未提振股价表现。
• 截至07/07盘中，自06/25以来Yahoo Finance半导体组合市值减少约1.5万亿美元，MU减少近3,500亿美元。
• SNDK、英特尔、AMAT和泛林各自市值减少逾1,000亿美元。
• 25只半导体股自06/25以来跌至少20%。
• SOX距进入熊市仍约需较周一收盘再跌9%，文章称存储承压更尖锐。

作者观点与证据

作者认为本轮回撤的差异在于跌幅更深、持续更久，领导股已跨越熊市线。市值和价格数据支持回撤广度描述；关于市场耐心下降、上市是否标志热度转折属于新闻分析，不能作为因果定论。

与相关标的的关系

DRAM和MU是直接标的；三星、SK海力士、SNDK及设备股共同决定存储和半导体产业链风险情绪。SOX未进熊市说明宽基行业与存储子板块仍有分化。

时效性与限制

发布于美东时间07/07 11:45（UTC+8 07/07 23:45）。适合作为当周存储回撤的背景；使用盘中市值和媒体股票篮子，收盘后数字及样本定义需要复核。

后续跟踪

• DRAM、MU、三星和SK海力士能否止住相对回撤。
• SOX距离熊市阈值的变化。
• 存储现货价格和HBM订单指引。
• SK海力士美国上市后的价格和成交数据。

英文原文

Micron, Samsung, SK Hynix just dragged memory stocks into a bear market

Micron, Samsung, SK Hynix just dragged memory stocks into a bear market

Jared Blikre

Tue, July 7, 2026 at 11:45 PM GMT+8 2 min read

• MU

-1.24%

• 005930.KS

+2.52%

• 000660.KS

-0.27%

• DRAM

-2.05%

• SNDK

+3.10%

The AI memory trade finally cracked.

Micron ( MU ), Samsung ( 005930.KS ), SK Hynix ( 000660.KS ), and the Roundhill Memory ETF ( DRAM ) are all down more than 20% from recent closing highs, turning one of 2026's hottest trades into a bear market just as Samsung's record profit failed to impress investors.

Samsung did not miss on earnings. Its estimates for operating profit of $59 billion and sales of $113 billion were monster numbers, which is what makes the sell-off more telling.

The damage is no longer contained to a few memory names.

Semiconductor stocks in Yahoo Finance's basket have lost roughly $1.5 trillion in market value since June 25, based on Tuesday's intraday prices. Micron alone is down nearly $350 billion over that stretch. Sandisk ( SNDK ), Intel ( INTC ), Applied Materials ( AMAT ), and Lam Research ( LRCX ) have each lost more than $100 billion.

Semiconductors heat map — since June 25, 2026 (7 trading days) · Yahoo Finance The sell-off has also broadened. Twenty-five semiconductor names in the group are down at least 20% since June 25, including Western Digital ( WDC ), Seagate ( STX ), Teradyne ( TER ), ON Semiconductor ( ON ), and GlobalFoundries ( GFS ).

The bigger chip basket is not there yet. The PHLX Semiconductor Index ( ^SOX ) would need to fall another 9% from Monday's close to enter a bear market, making the memory stock break the sharper stress point for now.

The difference this time is follow-through. Earlier memory and chip stock dips since the late-March market low were bought quickly. This one has gone further, lasted longer, and pushed the leaders through the bear-market line.

That does not mean the AI memory trade is dead. The group is still sitting on a median gain of nearly 60% since late March and has added nearly $5 trillion in market value over that stretch.

But it does mean the bar has changed.

Friday's planned SK Hynix US listing now arrives as a test of sentiment, not just a victory lap. It echoes the question around SpaceX fever testing the chip trade — whether a hot-theme listing validates the boom or marks the moment investors start wondering how much good news is already priced in.

The memory shortage may still be real. The market's patience is not.

Jared Blikre is the global markets and data editor for Yahoo Finance. Follow him on X at @SPYJared or email him at jaredblikre@yahooinc.com.

Click here for in-depth analysis of the latest stock market news and events moving stock prices

Read the latest financial and business news from Yahoo Finance

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USAR政府交易面临利益冲突质疑

重要性5/5 高

涉及USAR政府支持和融资结构的具体金额、持股及利益冲突调查。

标签

标的：`USAR`来源：Bloomberg发布日期：2026-07-07重要性：5/5 高评级理由：涉及USAR政府支持和融资结构的具体金额、持股及利益冲突调查。评级依据：标的直接相关性, 事件重要性, 来源质量, 事实密度, 时效性原文字数：515

中文摘要

核心结论

彭博社报道，民主党议员质疑一项涉及USAR的16亿美元交易是否令前商务部长卢特尼克曾领导的Cantor Fitzgerald受益，并要求披露与商务部的往来。调查尚处于问询阶段，未构成对USAR或任何个人违法的认定。

重要性评级

评级：5/5（高）。这是与USAR政府支持、融资结构和潜在利益冲突直接相关的具体监管政治事件，且报道列出金额、持股安排和调查主体。

关键事实

• 民主党议员调查涉及USAR的16亿美元关键矿物交易及Cantor Fitzgerald的可能利益冲突。
• 交易于上月完成；据议员信函，Cantor Fitzgerald担任配售代理，现由卢特尼克的两名成年儿子经营。
• 该信函日期为07/06，由参议员Elizabeth Warren领衔，并寄给Cantor主席Brandon Lutnick。
• 交易最初于1月宣布：商务部提供资金和贷款，特朗普政府同意取得USAR 10%直接持股。
• 信函同时由Ron Wyden、Chris Van Hollen和众议员Zoe Lofgren签署，并向USAR首席执行官Barbara Humpton发函。

作者观点与证据

报道以议员信函为核心证据，转述其对利益冲突和贿赂法风险的质疑。Cantor Fitzgerald、商务部和USAR在报道时未立即回应；质疑、调查与违规事实必须区分。

与相关标的的关系

USAR直接受政府资金、贷款、10%持股和融资安排审查的影响。潜在影响路径包括治理、融资声誉和政府合作节奏，实际影响取决于后续披露与调查进展。

时效性与限制

发表于美东时间07/07 11:13（UTC+8 07/07 23:13）。截至07/11已有时滞，但调查尚未结案；文章未提供完整交易文件、各方答复或执法机构立案信息。

后续跟踪

• 议员和相关委员会的后续信函或听证安排。
• USAR、Cantor Fitzgerald与商务部的书面回应。
• 16亿美元交易、配售代理费用和10%持股的正式文件。
• 是否出现独立监管或执法程序。

英文原文

Democrats Probe Cantor Fitzgerald Ties in USA Rare Earth Deal

Democrats Probe Cantor Fitzgerald Ties in USA Rare Earth Deal

Ari Natter

Tue, July 7, 2026 at 11:13 PM GMT+8 2 min read

• USAR

-2.07%

(Bloomberg) -- Democratic lawmakers are investigating whether a $1.6 billion deal involving critical minerals company USA Rare Earth Inc. created a conflict of interest by benefiting Cantor Fitzgerald, the financial services firm formerly led by Commerce Secretary Howard Lutnick.

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The deal, which was finalized last month, likely benefited two of Lutnick's adult sons, who now operate the firm, which acted as a placement agent for the deal, according to the letter, which was sent to Cantor Fitzgerald Chairman Brandon Lutnick.

"It is imperative your company provide complete transparency about the substantive conflict of interest concerns raised by the circumstances of this investment," the letter said, which was dated July 6 and led by Senator Elizabeth Warren, a Massachusetts Democrat. "Secretary Lutnick appears to have played a part in facilitating USAR's deal with Commerce."

Under terms of the deal first announced in January, the Commerce Department offered funding and loans to the Stillwater, Oklahoma-based company and the Trump administration agreed to take a direct 10% stake in the organization, according to the letter.

The lawmakers added the terms of the deal "raise serious questions about Secretary Lutnick's exposure to federal conflicts of interest and bribery laws."

USA Rare Earth has transformed from a relatively small player in the Western critical minerals industry into a multibillion-dollar acquirer. Little more than a year ago, its market value resembled that of junior exploration companies. After appointing a new chief executive and meeting with Lutnick and other Trump administration officials, it secured a government pledge in January. Since then, it has bought a rare earth mine in Brazil and acquired stakes in, or outright ownership of, processing businesses in the UK and France.

The letter, which was also signed by Democrats Senator Ron Wyden of Oregon, Senator Chris Van Hollen of Maryland and California Representative Zoe Lofgren, seeks details about meetings Cantor Fitzgerald may have had with Commerce Department representatives and other matters. The lawmakers also sent a letter to USA Rare Earth's Chief Executive Officer Barbara Humpton.

Story Continues

Cantor Fitzgerald and the Commerce Department and USA Rare Earths didn't immediately respond to a request for comment.

--With assistance from Joe Deaux.

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©2026 Bloomberg L.P.

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美国证交会公布监管议程

重要性3/5 中

SEC主席近期公开声明对加密与资本市场监管方向有参考价值，但缺少规则细节、实施节点和可执行要求。

标签

来源：U.S. Securities and Exchange Commission发布日期：2026-07-07重要性：3/5 中评级理由：SEC主席近期公开声明对加密与资本市场监管方向有参考价值，但缺少规则细节、实施节点和可执行要求。评级依据：发布时间接近当日日报, SEC主席官方来源, 涉及加密资产与公开、私募资本市场, 属于政策议程表态，证据细节有限原文字数：496

中文摘要

核心结论

美国证券交易委员会（SEC）主席保罗·阿特金斯公布2026年监管议程，重点是为加密资产融资、代币化证券托管与链上交易提供规则清晰度，并降低上市公司信息披露合规负担、扩大零售投资者参与私募市场的渠道。声明阐述监管方向，未列出具体规则文本、实施时间表或适用范围。

重要性评级

评级：3/5（中）

该声明发布时间接近当日日报，且来自SEC主席，能反映美国证券与加密监管的政策优先级；但内容为议程性表态，缺少拟议规则细节和可验证的执行进度。

关键事实

• 阿特金斯于7月7日在华盛顿发布2026年监管议程声明，称其上任已逾一年。
• SEC将投资者保护、促进资本形成及维护公平、有序、高效市场列为持续使命。
• 声明提出推动更多加密产品回归美国境内，明确加密资产融资规则，并澄清市场参与者如何托管及协助链上代币化证券交易。
• 文件同时称将保留投资者保护措施，并继续追究违法主体。
• 上市公司改革聚焦信息披露制度，以重要性为导向降低合规负担，并促进首次公开募股（IPO）。
• 私募市场部分提出，在保留适当保护措施的前提下，改善零售投资者参与私募市场的机会。
• 声明将创新和新技术纳入监管框架调整背景，并将美国资本市场竞争力作为政策目标。

作者观点与证据

这是SEC主席的政策立场声明，倾向于将加密资产、公开市场和私募市场的监管调整与资本形成和市场竞争力相连接。证据主要是机构意图和改革目标，未附规则草案、经济影响评估、投票结果、执法统计或市场参与者反馈，因此不能据此推断具体监管结果。

与相关标的的关系

文章未列出直接相关股票代码。加密资产服务商、代币化证券基础设施、交易与托管机构，以及依赖IPO和私募融资的企业，均可能受到后续规则设计影响；现阶段影响路径取决于SEC后续发布的具体提案、定义和过渡安排。

时效性与限制

资料发布于美东时间 07/06 20:00（UTC+8 07/07 08:00），为近期官方政策表态，适合纳入监管背景。该文不是最终规则、执法决定或委员会正式投票文件，也未给出具体生效日期；其中“加密资本”目标属于主席表述，实际政策推进仍受规则制定程序和委员会行动约束。

后续跟踪

• SEC是否发布加密资产融资、托管和代币化证券交易的规则草案。
• 拟议规则的定义、适用主体、投资者保护要求及公众意见期。
• 上市公司信息披露改革和IPO相关提案的文本与委员会进程。
• 私募市场零售参与规则的资格、风险披露和产品准入安排。

英文原文

Statement on the 2026 Regulatory Agenda

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Statement on the 2026 Regulatory Agenda

Paul S. Atkins, Chairman

Washington D.C.

July 7, 2026

The 2026 Regulatory Agenda reflects the robust rulemaking we are pursuing under my chairmanship. Now that we are just over one year into my tenure, we have made significant progress in returning the agency to its core mission of protecting investors; facilitating capital formation; and maintaining fair, orderly, and efficient markets – a charge that will guide the Commission as we continue to enact this important agenda.

This Commission recognizes the importance of advancing our regulatory framework to reflect the realities of today’s operating environment – embracing innovation and new technology. To deliver on President Trump’s goal to ensure that the United States is the crypto capital of the world, we are embracing innovation to bring more products onshore, creating clear rules of the road for capital raising with crypto assets, and providing clarity as to how market participants can custody and facilitate trading of tokenized securities onchain. All while ensuring strong investor protection guardrails are in place and continuing to pursue bad actors who violate the law.

I have also consistently highlighted the importance of reversing the decline of public companies and revitalizing our public markets to Make IPOs Great Again. This agenda includes a number of proposals critical to realizing that mission by transforming our disclosure regime. Every IPO is an invitation to workers and savers to participate in the prosperity of the next generation of American enterprise. When fewer companies go public, fewer investors receive that invitation. Guided by materiality, the proposed reforms aim to reduce compliance burdens and further facilitate capital formation in our public markets, while maintaining critical investor protections.

Lastly, as it relates to the private markets, this agenda reflects our key priority to ensure a regulatory framework that is transparent, accessible, and remains safeguarded. Exposure to the full dynamism of our markets – both public and private – should not be reserved for wealthy insiders. Our agenda includes a proposal to better facilitate retail investor participation in private markets while preserving their protection with appropriate safeguards.

Having just celebrated the 250th year of our Republic, we have a mandate to preserve the promise of our capital markets for the next quarter millennium, and we intend to fulfill it. Anchored to the mission that Congress set for the agency, we will ensure that the next chapter of financial leadership is written in the U.S., and that our capital markets continue to lead the world – in their depth, their dynamism, and their unrivaled ability to transform ingenuity into prosperity.

Last Reviewed or Updated: July 7, 2026

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宽基净流出中存储基金仍获申购

重要性4/5 中高

直接提供DRAM资金流、资产规模及跨资产对照，数据价值高但需注意口径与节假日影响。

标签

标的：`DRAM`来源：etf.com发布日期：2026-07-06重要性：4/5 中高评级理由：直接提供DRAM资金流、资产规模及跨资产对照，数据价值高但需注意口径与节假日影响。评级依据：标的直接相关性, 事实密度, 证据强度, 时效性原文字数：549

中文摘要

核心结论

文章称截至07/03的一周，美国上市ETF总体净流出37亿美元，股票ETF流出266亿美元；DRAM却获得约20亿美元申购，显示存储主题资金流与宽基风险偏好出现分化。

重要性评级

评级：4/5（中高）

DRAM为直接标的，资金流数据具体且有横向比较；节假日缩短交易周及ETF申购机制均限制单周流量的趋势解释。

关键事实

• 截至07/03的一周，美国上市ETF合计净流出37亿美元。
• 美国股票ETF流出266亿美元，货币ETF流出12亿美元，商品ETF流出9.04亿美元，反向ETF流出4.85亿美元。
• 美国固定收益ETF流入152亿美元，国际股票ETF流入62亿美元。
• DRAM位列资金流入靠前基金，正文概述为逾20亿美元；表格列净流入17.8833亿美元，资产245.851亿美元，资产增幅7.27%。
• LQD（投资级公司债ETF）流入29.4512亿美元；VOO流入106.8978亿美元。
• 文章称2026年前六个月ETF累计流入突破1万亿美元。

作者观点与证据

作者将37亿美元净流出称为强劲年度流入背景下的罕见逆转，并提示独立基金流向存在分化。表格提供较强的资金流证据；7月4日假期缩短交易周，且单周申购不等同于持有人方向性交易，持续性仍待验证。

与相关标的的关系

DRAM是直接标的，其资金流反映存储主题产品的申购需求。LQD、VXUS和LCAP用于比较资产配置方向，不能直接推导DRAM成分股基本面。

时效性与限制

发布于美东时间07/06 17:00（UTC+8 07/07 05:00）。周度数据有及时性；文中“逾20亿美元”与表格17.8833亿美元存在口径差异，应以基金发行方或数据供应商最终数据为准。

后续跟踪

• DRAM后续周度净流入、资产规模和份额变化。
• DRAM价格变化与申购之间的关系。
• 股票、债券和国际ETF资金流是否延续。
• 节假日后交易周的资金流修正情况。

英文原文

Investors Pull $3.7B From ETFs in Rare Weekly Outflow

Investors Pull $3.7B From ETFs in Rare Weekly Outflow

Sumit Roy

Tue, July 7, 2026 at 5:00 AM GMT+8 3 min read

• LQD

-0.23%

etf.com Investors pulled $3.7 billion out of U.S.-listed ETFs during the week ending Friday, July 3, a rare outflow in a year when inflows have been relentless. The holiday-shortened schedule around the Fourth of July muted overall activity, but the reversal still stands out.

ETF inflows crossed $1 trillion in just six months this year, keeping 2026 on track for a record.

U.S. equity ETFs took the brunt of the selling last week, shedding $26.6 billion. Currency ETFs lost $1.2 billion, commodities gave back $904 million, and inverse ETFs dropped $485 million.

Fixed income and international stocks softened the blow. U.S. fixed income ETFs pulled in $15.2 billion, while international equity ETFs added $6.2 billion.

Among individual funds, the iShares iBoxx $ Investment Grade Corporate Bond ETF (LQD) was near the top with $2.9 billion, followed by the Roundhill Memory ETF (DRAM) with more than $2 billion.

The Vanguard Total International Stock ETF (VXUS) took in $1.5 billion and the Principal Capital Appreciation Select ETF (LCAP) added $1.4 billion, both landing in the top 10.

For a full list of the top inflows and outflows from last week, see the tables below.

Top 10 Creations (All ETFs)

Ticker

Name

Net Flows ($, mm)

AUM ($, mm)

AUM % Change<

VOO

Vanguard S&P 500 ETF

10,689.78

981,121.63

1.09

LQD

iShares iBoxx $ Investment Grade Corporate Bond ETF

2,945.12

34,747.71

8.48

SPYM

SPDR Portfolio S&P 500 ETF

2,446.13

155,427.02

1.57

RSP

Invesco S&P 500 Equal Weight ETF

2,042.59

95,208.35

2.15

DRAM

Roundhill Memory ETF

1,788.33

24,585.10

7.27

VXUS

Vanguard Total International Stock ETF

1,539.80

154,333.71

1.00

BND

Vanguard Total Bond Market ETF

1,536.28

160,046.88

0.96

LCAP

Principal Capital Appreciation Select ETF

1,442.61

1,826.91

78.96

VTI

Vanguard Total Stock Market ETF

1,435.19

662,274.02

0.22

QQQ

Invesco QQQ Trust Series I

1,378.71

488,908.11

0.28

Top 10 Redemptions (All ETFs)

Ticker

Name

Net Flows ($, mm)

AUM ($, mm)

AUM % Change

IWD

iShares Russell 1000 Value ETF

-8,047.54

80,526.20

-9.99

SPY

SPDR S&P 500 ETF Trust

-7,378.16

782,107.94

-0.94

IWF

iShares Russell 1000 Growth ETF

-6,635.07

126,953.50

-5.23

VONG

Vanguard Russell 1000 Growth ETF

-4,958.58

44,464.91

-11.15

IWR

iShares Russell Midcap ETF

-3,951.09

56,893.28

-6.94

VONV

Vanguard Russell 1000 Value ETF

-3,790.36

20,046.78

-18.91

IVV

iShares Core S&P 500 ETF

-2,752.33

885,425.91

-0.31

VTWO

Vanguard Russell 2000 ETF

-2,557.16

17,846.32

-14.33

PVAL

Putnam Focused Large Cap Value ETF

-2,106.28

12,000.54

-17.55

IYW

iShares U.S. Technology ETF

-1,959.23

25,012.52

-7.83

ETF Weekly Flows By Asset Class

Net Flows ($, mm)

AUM ($, mm)

% of AUM

Alternatives

1,224.00

141,594.19

0.86%

Asset Allocation

279.67

42,215.92

0.66%

Commodities E T Fs

-903.95

308,589.33

-0.29%

Currency

-1,244.95

90,489.08

-1.38%

International Equity

6,162.25

2,817,483.41

0.22%

International Fixed Income

2,223.97

436,200.01

0.51%

Inverse

-484.57

13,170.04

-3.68%

Leveraged

311.61

197,814.42

0.16%

Us Equity

-26,588.88

9,557,031.28

-0.28%

Us Fixed Income

15,271.27

2,141,075.61

0.71%

Total:

-3,749.59

15,745,663.29

-0.02%

Disclaimer: All data as of 6 a.m. Eastern time the date the article is published. Data is believed to be accurate; however, transient market data is often subject to subsequent revision and correction by the exchanges.

Permalink | © Copyright 2026 etf.com. All rights reserved

打开原文

美元指数与主要货币周度变动

重要性3/5 中

官方来源和周度汇率数字具有宏观参考价值，但没有直接标的关联，数据截至 07/02。

标签

来源：Federal Reserve Board发布日期：2026-07-06重要性：3/5 中评级理由：官方来源和周度汇率数字具有宏观参考价值，但没有直接标的关联，数据截至 07/02。评级依据：时效性, 官方来源, 宏观事实密度, 直接标的关联较弱原文字数：575

中文摘要

核心结论

美联储理事会发布的 H.10（外汇汇率统计）显示，截至 07/02 的一周中，广义美元指数由 06/29 的 120.9525 降至 120.6902；美元兑日元从 161.930 升至 160.900 日元，美元兑欧元从 1.1425 升至 1.1448。

重要性评级

评级：3/5（中）

这是美国官方外汇统计，数据口径清晰，适合补充美元与主要货币的周度背景；未关联特定股票代码，且最新观测日为 07/02。

关键事实

• 美联储理事会于美东时间 07/06 16:15（UTC+8 07/07 04:15）发布 H.10 周度数据。
• 表中汇率除带星号币种外，均为每美元可兑换的外币数量；澳元、欧元、新西兰元和英镑为每单位外币可兑换的美元。
• 广义美元指数从 06/29 的 120.9525 降至 07/02 的 120.6902；先进经济体美元指数从 114.1719 降至 113.7579。
• 新兴市场经济体美元指数从 129.5750 降至 129.4776，期间 07/01 曾报 129.7915。
• 美元兑日元由 161.930 升至 160.900，美元兑人民币由 6.7936 降至 6.7886。
• 欧元兑美元由 1.1425 升至 1.1448，英镑兑美元由 1.3255 升至 1.3364。
• 07/03 多数币种和指数标为 ND（当日无数据）。

作者观点与证据

文章为官方统计发布，没有作者评论或方向性判断。证据是美联储按既定定义编制的日度汇率与加权美元指数；广义、先进经济体和新兴市场经济体指数的权重与国家构成需另查其权重页面。

与相关标的的关系

未列出相关 ticker（证券代码）或公司。该材料可作为美元、日元、人民币、欧元和英镑汇率环境的宏观事实背景，不构成对个别资产的直接判断。

时效性与限制

发布于美东时间 07/06 16:15（UTC+8 07/07 04:15），检索于美东时间 07/10 23:45（UTC+8 07/11 11:45）。数据只覆盖至 07/02，07/03 缺失，不能代表 07/11 的实时汇率；原始文本仅供受保护的内部报告阅读。

后续跟踪

• 下一期 H.10 对 07/03 后主要货币与三类美元指数的更新。
• 广义美元指数与先进经济体、新兴市场经济体子指数的分化。
• 美元兑日元、人民币、欧元和英镑的后续日度变化。

英文原文

Board of Governors of the Federal Reserve System

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Data Download

FRED

Effective June 24, 2019, the Federal Reserve Board staff will make a change

to the indexation of the daily Broad, AFE, and EME dollar indexes. For more

information, see the

"Technical Q&As" .

Release Date: July 6, 2026

Foreign Exchange Rates -- H.10 Weekly

(Rates in currency units per U.S. dollar except as noted by an asterisk)

COUNTRY

CURRENCY

Jun. 29

Jun. 30

Jul. 1

Jul. 2

Jul. 3

*AUSTRALIA

DOLLAR

0.6885

0.6915

0.6903

0.6931

ND

BRAZIL

REAL

5.1812

5.1665

5.2008

5.2004

ND

CANADA

DOLLAR

1.4210

1.4205

1.4205

1.4182

ND

CHINA, P.R.

YUAN

6.7936

6.7851

6.7942

6.7886

ND

DENMARK

KRONE

6.5425

6.5458

6.5656

6.5288

ND

*EMU MEMBERS

EURO

1.1425

1.1417

1.1384

1.1448

ND

HONG KONG

DOLLAR

7.8425

7.8420

7.8435

7.8425

ND

INDIA

RUPEE

94.5400

94.6600

95.2500

95.3900

ND

JAPAN

YEN

161.9300

162.6100

162.4100

160.9000

ND

MALAYSIA

RINGGIT

4.0670

4.0820

4.0924

4.0770

ND

MEXICO

PESO

17.5157

17.4490

17.5261

17.4524

ND

*NEW ZEALAND

DOLLAR

0.5650

0.5676

0.5678

0.5707

ND

NORWAY

KRONE

9.9257

9.9068

9.9093

9.8328

ND

SINGAPORE

DOLLAR

1.2922

1.2941

1.2955

1.2910

ND

SOUTH AFRICA

RAND

16.4296

16.3938

16.3966

16.2256

ND

SOUTH KOREA

WON

1542.0700

1548.7800

1550.5900

1538.0500

ND

SRI LANKA

RUPEE

336.0000

335.9200

335.9400

335.6100

ND

SWEDEN

KRONA

9.7198

9.7013

9.7215

9.6567

ND

SWITZERLAND

FRANC

0.8081

0.8082

0.8086

0.8022

ND

TAIWAN

DOLLAR

31.8500

31.8500

31.8800

31.8600

ND

THAILAND

BAHT

33.2500

33.2400

33.3100

33.1700

ND

*UNITED KINGDOM

POUND

1.3255

1.3259

1.3280

1.3364

ND

VENEZUELA

BOLIVAR

620.6580

621.4357

631.7810

631.7810

ND

Memo:

UNITED STATES

DOLLAR

1) BROAD

JAN06=100

120.9525

120.9248

121.1455

120.6902

ND

2) AFE

JAN06=100

114.1719

114.2259

114.3452

113.7579

ND

3) EME

JAN06=100

129.5750

129.4572

129.7915

129.4776

ND

* U.S. dollars per currency unit.

ND = No data for this date.

Please visit the Currency Weights page (http://www.federalreserve.gov/releases/H10/Weights) for current weights and country composition of the Broad Index.

1) A weighted average of the foreign exchange value of the U.S. dollar against the currencies of a broad group of major U.S. trading partners.

2) A weighted average of the foreign exchange value of the U.S. dollar against a subset of the broad index currencies that are advanced foreign economies.

3) A weighted average of the foreign exchange value of the U.S. dollar against a subset of the broad index currencies that are emerging market economies.

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Last Update: July 06, 2026

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打开原文

韩国巨额扩产难解近端HBM缺口

重要性3/5 中

韩国HBM供给计划与DRAM直接相关，细节丰富，但数据口径和长期影响不确定。

标签

标的：`DRAM`来源：24/7 Wall St.发布日期：2026-07-06重要性：3/5 中评级理由：韩国HBM供给计划与DRAM直接相关，细节丰富，但数据口径和长期影响不确定。评级依据：标的直接相关性, 事实密度, 时效性, 来源限制原文字数：1361

中文摘要

核心结论

文章称韩国约5,760亿美元的人工智能与半导体投资计划强化了三星和SK海力士的长期扩产能力，但项目周期无法立即缓解高带宽存储器（HBM）短缺；DRAM、EWY和FLKR因韩国存储龙头权重而具直接关联。

重要性评级

评级：3/5（中）

涉及DRAM及韩国半导体供应链，规模和产能项目细节丰富；投资总额、分项和市场反应混合多家媒体及作者判断，存在口径差异。

关键事实

• 文中称SK海力士约占全球HBM供应近60%，三星约30%，MU约10%。
• 韩国总统李在明公布规模逾5,760亿美元的AI与半导体推进计划；三星、SK海力士及供应商计划约800万亿韩元投资。
• SK海力士称至2029年拟投约80万亿韩元建设NAND工厂，并至2027年底投约20万亿韩元建设清州封装厂。
• 文中称一个供应链及先进封装集群规模约81万亿韩元；SK、GS和Naver联盟拟至2029年投约550万亿韩元建设8.4吉瓦AI数据中心。
• 摩根大通分析师估计计划可能大致翻倍动态随机存取存储器晶圆月产能。
• 文章称DRAM自04/02上市后约三个月涨166%，最近五个交易日跌约16%；EWY跌约7%，FLKR跌约11.9%。

作者观点与证据

作者认为长期扩产支持韩国存储供应链，却不会解除近端HBM瓶颈，并以项目建设期、存储价格和近期价格波动作支撑。市场份额、项目分项和总额来自多处转述，作者也承认三星项目的细分金额存在不同口径；关于AI热度的影响属于分析。

与相关标的的关系

DRAM集中覆盖SK海力士、三星和MU；EWY、FLKR对前两家公司合计权重约20%至32%，但同时持有广泛韩国股票。韩国扩产、HBM供需和存储价格会分别影响这些产品的风险敞口。

时效性与限制

发布于美东时间07/06 11:00（UTC+8 07/06 23:00）。事件仍具中期相关性，但项目金额、时间表和产能效果需以韩国政府及公司正式文件确认；24/7 Wall St.含推广内容。

后续跟踪

• 韩国政府计划的正式审批、补贴和项目开工进度。
• 三星、SK海力士的HBM与NAND产能、订单和价格指引。
• DRAM、EWY、FLKR的实际持仓及权重变化。
• 新增晶圆产能投放对HBM短缺的传导时间。

英文原文

South Korea’s $590B Chip Bet Has Semiconductor ETFs Buzzing, but Memory Cycles Have Burned Believers Before

South Korea’s $590B Chip Bet Has Semiconductor ETFs Buzzing, but Memory Cycles Have Burned Believers Before

John Seetoo

Mon, July 6, 2026 at 11:00 PM GMT+8 7 min read

• 000660.KS -0.27%

• 005930.KS +2.52%

• FLKR -0.13%

• EWY -0.67%

Quick Read

• SK Hynix and Samsung control roughly 90% of global HBM supply, giving EWY and FLKR outsized exposure to AI's most critical memory bottleneck.

• DRAM surged 166% since April but plunged 16% in five days after Michael Burry shorted AI names, then rebounded 8% on Anthropic-Samsung chip talks.

• South Korea's $576B chip plan could double DRAM wafer capacity but does nothing to relieve the near-term HBM shortage strangling AI development.

• Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

While a justifiable amount of A.I. attention has been devoted to faster and more powerful semiconductor processing chips, the High Bandwidth Memory (HBM) part of the equation is less sexy, but no less important. Without HBM, A.I. has insufficient memory to operate properly — and this has been one of the major bottlenecks to A.I. development. Although Micron Technology (NASDAQ: MU) is the leading US player in memory chips, its global HBM share is only around 10%. The majority of the HBM arena is solidly in Korean hands: SK Hynix's market share is estimated at close to 60%, and Samsung has roughly 30%. The dearth of HBM supply is a primary reason why ETFs holding large allocations of Micron, Samsung, and SK Hynix have done so well in the past year.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

FOTOGRIN / Shutterstock.com This is why a recent announcement from the South Korean government, reported in the Korea Economic Daily, has the industry excited, but wary: President Lee Jae Myung unveiled a sweeping AI and semiconductor push worth more than $576 billion over several years, aimed at cementing Korea's leadership in memory and AI. At its core, Samsung and SK Hynix committed roughly 800 trillion won (about $518 billion), together with suppliers, to build new chip fabrication sites in the country's southwest. Roundhill Memory ETF ( CBOE: DRAM ) is the only pure-play ETF to watch for the near- and long-term impact of this announcement from an industry purview. Other ETFs that contain these Korean HBM companies include iShares MSCI South Korea ETF ( NYSE Arca: EWY ) and Franklin FTSE South Korea ETF ( NYSE Arca: FLKR ) .

A High Bandwidth Memory 5-Year Plan

Advanced Micro Devices High Bandwidth Memory chips' superior memory capacity and speed is crucial for A.I. operation; the shortage of HBM supply has been one of the biggest bottleneck obstacles to faster A.I. development and implementation.

Because HBM is built by stacking DRAM, the plan's memory component is fundamentally a DRAM- and packaging-capacity story, though it also spans NAND, AI data centers, and workforce development. The expansion project includes the following highlights:

Story Continues

• SK Hynix CEO Kwak Noh-jung said the company would spend roughly 80 trillion won on a new fab for NAND memory production by 2029, plus about 20 trillion won for a chip-packaging plant in Cheongju by late 2027.

• Samsung committed a large multi-year semiconductor investment in Korea, with reported components including a major expansion of the Yongin fab cluster and existing fabs, a new manufacturing hub in the Gwangju/South Jeolla region, and an HBM back-end packaging line in the Cheonan/Onyang area. (The precise sub-totals reported across outlets vary, so treat any single breakdown with caution.)

• A supply-chain hub and advanced packaging cluster for HBM stack production is slated for the Chungcheong area near Seoul, at roughly 81 trillion won.

• A consortium including SK Group, GS Group, and Naver plans about 550 trillion won toward 8.4 gigawatts of AI data-center capacity by 2029. Naver's own long-term target is on the order of 1 gigawatt and 25 trillion won in AI-factory revenue by 2030.

JP Morgan analyst Jay Kwon estimates that the initiative could roughly double current DRAM WSPM (wafer starts per month) capacity, with the bulk of spending going to front-end wafer equipment, a smaller share to infrastructure, and the remainder to back-end packaging.

The chip initiative is part of a broader A.I. imperative from the South Korean government. Framed as a "Mega Investment Era," the broader plan also incorporates a multi-year program for R&D and workforce training, development of domestic robotics as a next A.I. spinoff, and sovereign Korean A.I. data centers — with the Ministry of Trade, Industry and Resources (MOTIR) coordinating support to cut red tape.

Roundhill Memory ETF

Gumbariya / Shutterstock.com In just three months since its launch in April, DRAM is up +166%, clearly delineating the huge demand and price escalation for High Bandwidth Memory chips.

Since launching on April 2, 2026, DRAM has posted triple-digit gains on a concentrated portfolio of roughly 20 stocks. It holds sizable positions in SK Hynix, Samsung, and Micron, and has no true rival in dedicated memory-chip coverage. Because the fund is only a few months old, it does not yet have a full 52-week trading history. Investors should confirm the latest figures against the fund's current fact sheet, but as of this writing its profile is roughly:

Net Assets

~$10 billion

Since-inception Return

triple digits

Avg. Daily Volume

35.7 million shrs

Expense Ratio

0.65%

NAV

$60.83

of holdings

~20

Top holdings (verify against the latest fact sheet, as weights shift):

• SK Hynix

• Samsung Electronics

• Micron Technology

• Kioxia Holdings

• SanDisk

• Western Digital

• Seagate Technology

• GigaDevice Semiconductor

• Nanya Technology

• Winbond Electronics

EWY and FLKR each hold roughly 20–32% combined in SK Hynix and Samsung, but both are broad Korean-equity ETFs rather than memory-chip funds per se. Investors seeking general exposure to those stocks — with other objectives in mind — may still wish to consider them.

Great News - But….?

Kim Min-Hee-Pool / Getty Images A look inside one of SK Hynix's many factories. - this one from Incheon., South Korea.

The overall takeaway from industry watchers was that the announcement is good news for the longer term, but will do little to address the current HBM shortage, which is hampering A.I. development in the near term. Memory-hungry consumer electronics makers are already contending with tighter DRAM supply and rising prices, and there is no visible near-term relief to the supply chokepoint.

The market reaction has been a roller-coaster, for several reasons:

• SK Hynix filed for a first-time U.S. listing on the Nasdaq (via American depositary shares), seeking around $29 billion — one of the largest such offerings on record. Separately, and driven largely by HBM demand, SK Hynix recently overtook Samsung to become Korea's most valuable listed company.

• Meta Platforms signaled plans that raised concerns about excess AI compute capacity. Combined with Michael "Big Short" Burry's warning that Korea's massive chip spending marks the "beginning of the end" of the AI rally — he disclosed short positions against several AI-linked names — a sell-off in Samsung (about -9%) and SK Hynix (about -15%) followed.

• Both stocks rebounded (roughly +8%) shortly after, buoyed by reports that Anthropic is in talks with Samsung to manufacture a custom A.I. chip.

• Despite the gyrations, overall sentiment on DRAM remained "very bullish" according to Stocktwits.

Over the most recent five trading days, DRAM fell about -16%, while EWY was down about -7% and FLKR about -11.9%. For an investor who wants to go all in on memory and HBM, DRAM is the most direct vehicle. For investors who prefer broad exposure to SK Hynix and Samsung — betting that their other technology and capital-markets developments, plus Korean industrial and cultural strength (K-pop and K-drama, Hyundai, and others), will cushion electronics-sector volatility — EWY and FLKR may be more suitable.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

Contact editorial@247wallst.com for any questions or corrections.

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MP高估值与扩产成本压力

重要性2/5 中低

可提供行业估值与成本背景，但USAR仅为间接比较对象。

标签

标的：`USAR`来源：Zacks发布日期：2026-07-06重要性：2/5 中低评级理由：可提供行业估值与成本背景，但USAR仅为间接比较对象。评级依据：关联度, 事实密度, 时效性, 背景材料属性原文字数：961

中文摘要

核心结论

Zacks认为MP Materials估值显著高于行业，收入和稀土产量增长同时伴随启动成本、研发及管理费用上升。USAR被用作估值比较对象，其39.51倍远期市销率高于MP的15.20倍，文章未提供USAR独立经营分析。

重要性评级

评级：2/5（中低）。USAR仅为估值对比标的，文章主体是MP；可补充稀土行业成本爬坡背景，不能代替USAR估值或财务判断。

关键事实

• MP远期12个月市销率为15.20倍，高于文中行业平均1.49倍；USAR为39.51倍，Lynas为10.22倍。
• MP过去六个月下跌14.7%，同期行业上涨8.5%，USAR上涨11.4%。
• MP 2026年第一季度收入9,060万美元，同比增49%；其中材料部门收入7,220万美元，磁材部门收入2,100万美元。
• MP确认与美国战争部价格保护协议相关收入4,230万美元。
• 其销售成本同比增52%，启动成本增503%，先进项目与开发费用增302%，经营亏损2,400万美元。

作者观点与证据

作者认为MP的整合能力和扩产具长期支撑，但高估值、成本和预期下修构成压力。财务及产量数据可由公司报表核验；Zacks排名和“应等待”类判断是机构观点。

与相关标的的关系

USAR作为稀土同业估值参照，被列出39.51倍远期市销率；MP的生产和成本爬坡说明行业加工与磁材扩张难度，不能直接推导USAR同等结果。

时效性与限制

发表于美东时间07/06 10:10（UTC+8 07/06 22:10）。截至07/11已有时滞，且没有USAR的收入、现金流、产能或合同细节。

后续跟踪

• MP重稀土分离和10X磁材设施的调试。
• 稀土价格、加工成本与启动费用。
• USAR自身估值、项目融资和产能披露。
• 行业盈利预测及其修订趋势。

英文原文

MP Materials Trades at a Premium Valuation: How to Play the Stock?

MP Materials Trades at a Premium Valuation: How to Play the Stock?

Madhurima Das

Mon, July 6, 2026 at 10:10 PM GMT+8 5 min read

• MP

+0.97%

• LYC.AX

-1.36%

• ^GSPC

+0.42%

• USAR

-2.07%

• LYSDY

-1.44%

MP Materials MP is trading at a forward 12-month price/sales multiple of 15.20X, well above the industry average of 1.49X. The stock also carries a Value Score of F, suggesting it is expensive at current levels.

Zacks Investment Research

Image Source: Zacks Investment Research

Among rare earth peers, USA Rare Earth, Inc. USAR trades at a steeper 39.51X, while Lynas Rare Earths Limited LYSDY appears relatively more reasonably valued at 10.22X.

MP Materials Stock Trails Industry Performance

MP Materials shares have declined 14.7% over the past six months, significantly lagging the industry's 8.5% growth. The Zacks Basic Materials sector gained 3.8% while the S&P 500 rose 8%. Over this period, Lynas Rare Earths and USA Rare Earth have gained 19.6% and 11.4%, respectively.

MP's 6-Month Performance Against Industry, Sector, S&P 500 & Peers

Zacks Investment Research

Image Source: Zacks Investment Research

MP Materials continues to trade at a substantial premium even as its shares have lagged the industry. Examining its latest financial results, operational execution, growth catalysts and key challenges can help assess whether that premium remains justified.

MP Delivered Revenue Growth in Q1, Costs Remain Elevated

MP Materials generated first-quarter 2026 total revenues of $90.6 million, up 49% year over year. The company also recognized $42.3 million in income related to a price protection agreement (PPA) with the Department of War (DoW).

Revenues from the Materials segment increased 30% year over year to $72.2 million, on stronger NdPr pricing and sales. The Magnetics segment contributed $21 million in revenues, reflecting increased production of magnetic precursor products. In the year-ago quarter, the segment generated $5.2 million in revenues from its first metal deliveries.

Cost of sales climbed 52% due to higher sales volumes while selling, general and administrative expenses rose 39.2% due to increased personnel costs. Start-up costs surged 503%, reflecting the ramp-up of start-up activities related to magnet production and chlor-alkali facilities. Advanced projects and development expenses spiked 302% due to higher costs incurred for legal, consulting and advisory services to support growth initiatives.

Due to the surge in costs, MP Materials reported an operating loss of $24 million in the quarter compared with the year-ago operating loss of $34.8 million. This was the 11th consecutive quarter of operating loss for the company, reflecting ongoing margin pressure as it continues transitioning toward higher-value separated rare earth products. The company posted adjusted earnings of three cents per share against the year-ago quarter's loss of 12 cents.

Story Continues

Producing separated rare earth products and magnetic materials involves significantly higher costs than concentrate production, due to additional processing requirements, chemical inputs, labor and maintenance. Cost of sales is, thus, expected to trend higher, reflecting increased sales of NdPr oxide and metal, along with added costs associated with magnetic precursor products. Start-up costs are also likely to increase further in the coming quarters.

MP Materials Scales Production Across Operations

MP Materials reported record production of 917 metric tons of NdPr during the first quarter, up 63% year over year, driven by continued expansion of separated rare earth production. The company also achieved a record 12,983 metric tons of rare earth oxide (REO) concentrate production, representing a 6% increase from the prior-year period, supported by improved recoveries and operational efficiencies. At the same time, production of magnetic precursor products continues to ramp up at the Independence facility.

MP's Earnings Estimates Trend Lower Reflecting Caution

The Zacks Consensus Estimate for MP Materials' 2026 earnings stands at 16 cents per share, reflecting a turnaround from the projected loss of 24 cents in 2025. The 2027 estimate is currently pegged at $1.06 per share, implying growth of 562.5%.

Zacks Investment Research

Image Source: Zacks Investment Research

Earnings estimates for both 2026 and 2027 have been revised downward over the past 90 days.

Zacks Investment Research

Image Source: Zacks Investment Research

MP Materials Advances Capacity Expansion

The company is expanding operations at its Independence facility and has begun construction of the 10X magnetics facility. Commissioning activities for scaled heavy rare earth separation are also expected to begin soon at Mountain Pass. 10X will significantly expand MP's fully integrated U.S. rare-earth magnetics manufacturing platform, which already encompasses mining and refining, metallization and alloying, sintering, finished magnet production and closed loop recycling. Once operational, the new campus is expected to contribute to the company's total production capacity of approximately 10,000 metric tons of NdFeB rare-earth magnets per year, advancing the nation's ability to produce these strategic components domestically.

Our Final Take on MP Stock

MP Materials remains well-positioned to benefit from the growing demand for domestically produced rare earth materials and magnets, supported by its integrated business model, expanding production capabilities and significant long-term capacity investments. These strengths make the company an attractive long-term holding for existing shareholders.

However, prospective investors may prefer to wait for a more attractive entry point given the stock's premium valuation, rising operating and start-up costs, and recent downward revisions to earnings estimates. MP currently carries a Zacks Rank #3 (Hold).

You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here .

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

MP Materials Corp. (MP) : Free Stock Analysis Report

Lynas Rare Earths Limited - Sponsored ADR (LYSDY) : Free Stock Analysis Report

USA Rare Earth Inc. (USAR) : Free Stock Analysis Report

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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Micron与Ford签署长期存储供应战略协议

重要性未评级

标签

标的：`MU`来源：Micron Technology发布日期：2026-07-06重要性：未评级原文字数：5

中文摘要

• Micron 与 Ford 签署长期战略客户协议，为 Ford 下一代汽车生产提供存储器与存储产品供应保障。
• Micron 表示正扩大关键汽车存储产品产出，并以弗吉尼亚州 Manassas 厂先进DRAM扩产支持协议。
• 该协议是 Micron 在2026财年第三季度电话会上提及的16项战略客户协议之一。

英文原文

Micron and Ford Sign Strategic Agreement to Strengthen Long-Term Memory Supply and Industry Resilience

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SK海力士赴美存托凭证融资

重要性4/5 高

一手监管申报直接披露SKHY拟上市融资规模、资金用途和产能投资，信息新且事实密度高。

标签

标的：`SK hynix`来源：U.S. Securities and Exchange Commission发布日期：2026-07-06重要性：4/5 高评级理由：一手监管申报直接披露SKHY拟上市融资规模、资金用途和产能投资，信息新且事实密度高。评级依据：时效性, 直接标的关联, 一手监管文件, 事实密度原文字数：157169

中文摘要

核心结论

SK hynix（韩国存储芯片制造商）在提交给美国证券交易委员会的第二次修订 F-1（外国发行人证券注册声明）中，披露拟通过纳斯达克存托凭证发行筹集约280亿美元净额，用于韩国新产能及 EUV（极紫外光刻）设备投资。文件将融资规模、资本开支安排和投资者意向正式化，但发行价格、实际发行日期及基石投资者认购额尚未确定。

重要性评级

评级：4/5（高）

这是与拟上市代码 SKHY 直接相关的一手监管文件，披露了大额融资、产能建设和资金用途；发布时间距日报较近，但仍属待生效的初步招股说明书。

关键事实

• SK hynix 于美东时间 07/05 20:00（UTC+8 07/06 08:00）提交第二次修订 F-1；文件为初步招股说明书，注册声明生效前不得销售证券。
• 公司拟发行17,790,000股普通股对应的 ADS（美国存托股份）；每份 ADS 代表0.1股普通股。公司已申请以 SKHY 为代码在 Nasdaq（纳斯达克）挂牌。
• 按2026年07月03日韩国交易所收盘价及每份 ADS 158.14美元的假设价格计算，预计净募资约280亿美元；最终发行价仍将由公司与承销商协商确定。
• 若每份 ADS 的假设发行价变动1美元，预计净募资将增减约1.77亿美元；若发行 ADS 数量变动100万份，预计净募资将增减约1.573亿美元。
• Baillie Gifford、Coatue Management 与 Situational Awareness Partners 表示有意合计认购最多70亿美元，但该意向不构成具有约束力的承诺。
• 资金计划包括韩国龙仁园区 Fab 1 与清州先进封装厂 P&T7 的4.55万亿韩元后续建设投资，以及预计于2027年12月前交付、成本约1.19万亿韩元的 EUV 扫描仪；两项建设项目总预期成本为5万亿韩元。
• 截至2026年03月31日，公司第一季度营收为52576亿韩元，净利润为40346亿韩元；文件采用 IFRS（国际财务报告准则）口径，并提示历史业绩不代表未来期间结果。

作者观点与证据

该文件是发行人向监管机构提交的融资披露，重点在说明发行结构、资金用途、财务数据与风险因素，并未提出独立市场判断。融资规模和项目投资额来自公司预计数；行业数据及部分市场统计引用 Gartner、IDC 和公司估计，发行人明确表示未对所有外部信息独立核验。

与相关标的的关系

SKHY 是拟在纳斯达克上市的 SK hynix 存托凭证代码。此次发行若完成，将增加普通股数量，并为存储芯片制造、先进封装和 EUV 设备采购提供资金；实际定价、发行规模及上市生效仍决定该事件对 SKHY 的直接影响。

时效性与限制

文件发布于美东时间 07/05 20:00（UTC+8 07/06 08:00），检索于美东时间 07/10 23:45（UTC+8 07/11 11:45）。资料为监管申报原件，证据强度较高；但其为待完成的初步文件，公开发行价、交割日和基石投资者最终认购额均为空缺或可变，资本开支计划也会随市场需求、建设规格与汇率调整。

后续跟踪

• 注册声明何时生效、最终 ADS 发行价与实际发行数量。
• 70亿美元基石投资意向是否转为最终认购。
• 龙仁 Fab 1、清州 P&T7 与 EUV 扫描仪的建设、交付和支出进度。
• SKHY 上市后与韩国普通股之间的存托凭证转换、流动性和价格表现。

英文原文

Amendment No. 2 to Form F-1

Table of Contents

As filed with the Securities and Exchange Commission on July 6, 2026

Registration No. 333-296987

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SK hynix Inc.

(Exact Name of Registrant as

Specified in its Charter)

The Republic of Korea

3674

98-0389479

(State or Other Jurisdiction

of Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

2091, Gyeongchung-daero

Bubal-eup, Icheon-si

Gyeonggi-do 17336, Korea

+82 (31) 5185-4114

(Address, including Zip

Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

SK hynix America Inc.

3101 North 1st Street

San Jose, California 95134

United

States of America

+1 (408) 232-8000

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Jinduk Han, Esq.

Insoo Park, Esq.

Cleary Gottlieb

Steen & Hamilton LLP

19F, Ferrum Tower

19, Eulji-ro 5-gil, Jung-gu

Seoul 04539,

Korea

+82-2-6353-8000

Adam Fleisher, Esq.

Shuangjun Wang, Esq.

Cleary Gottlieb

Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

+1 (212) 225-2000

Dong Chul Kim, Esq.

Iksoo Kim, Esq.

Paul Hastings LLP

33/F W Tower, Mirae Asset CENTER1

26, Eulji-ro 5-gil, Jung-gu

Seoul 04539, Korea

+82-2-6321-3800

Gil Savir, Esq.

Ryan S. Brewer, Esq.

Brandon J. Bortner,

Esq.

Paul Hastings LLP

200 Park

Avenue

New York, New York 10166

+1

(212) 318-6080

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the

following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to

Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same

offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the

Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by

check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by

check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the

Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary

to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act of 1933, as

amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We

may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these

securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 6, 2026

PRELIMINARY PROSPECTUS

17,790,000 Common Shares

Represented by

American Depositary Shares

SK hynix Inc.

(a corporation organized under the laws of the Republic of Korea)

This is a public offering of American Depositary Shares, or “ADSs,” representing common shares of SK hynix Inc., organized under the laws of

the Republic of Korea, or “Korea.” We are offering 177,900,000 ADSs. Each ADS represents one-tenth of a share of our common stock, par value

W 5,000 per share, or “common share.”

Our common shares are listed on the KRX KOSPI Market of the Korea Exchange (the “KRX KOSPI Market”) under the identification code

“000660.” On July 3, 2026, the last reported sales price of our common shares on the KRX KOSPI Market, our principal trading market, was

W 2,425,000 per common share (equivalent to approximately US$1,581.41 per common share or US$158.14 per ADS, based on the exchange rate

of W 1,533.44 per US$1.00, the noon buying rate in effect on June 26, 2026 as quoted by the Federal Reserve Bank of New York in the

United States). The initial public offering price of the ADSs will be determined through negotiations between us and the underwriters and will be based on the last reported trading price of such common shares prior to the pricing of the ADSs as

well as prevailing market conditions and other factors described in “Underwriting” beginning on page 177 of this prospectus, subject to certain restrictions under Korean law in the event the initial public offering price is

determined at a discount from the trading price of our common shares on the KRX KOSPI Market (see “Korean Foreign Exchange Controls and Securities Regulations — Pricing of Newly Issued Shares”). Prior to this offering, there has

been no public market for our ADSs. We have applied to list the ADSs on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “SKHY.”

Baillie Gifford Overseas Limited, acting on behalf of a number of its and its affiliates’ clients, investment funds managed by Coatue Management,

L.L.C., and Situational Awareness Partners LP (in alphabetical order) (collectively, the “Cornerstone Investors”) have, severally and not jointly, indicated an interest in purchasing up to an aggregate of US$7 billion of

the ADSs offered in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase,

any of the Cornerstone Investors may determine to purchase more, fewer, or no ADSs in this offering, or the underwriters may determine to sell more, fewer, or no ADSs to any of the Cornerstone Investors. The underwriters will receive the same

underwriting discount on any ADSs purchased by the Cornerstone Investors as they will from the other ADSs sold to the public in this offering.

Neither the U.S. Securities and Exchange Commission, or the “Commission” or the “SEC,” nor any state securities commission

has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in the ADSs involves significant risks. See “ Risk Factors ” beginning on page 18 of this

prospectus before making an investment decision regarding the ADSs.

Per ADS

Total

Public offering price

US$

US$

Underwriting discount and commissions (1)

US$

US$

Proceeds, before expenses, to us

US$

US$

(1)

See “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters expect to deliver the ADSs against payment in New York on or about      , 2026, which will be the

third business day following the pricing of the ADSs. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day,

unless the parties to any such trade expressly agree otherwise. Accordingly, any purchasers who wish to trade the ADSs prior to the delivery of the ADSs hereunder (i) will be required to specify alternate settlement arrangements at the time of any

such trade to prevent a failed settlement and (ii) should consult their own advisors with respect to conducting such trade.

(in alphabetical order)

Global Coordinators

BofA Securities

Citigroup

Goldman Sachs

J.P. Morgan

Cantor

Mizuho

Needham & Company

RBC Capital Markets

Rosenblatt

Stifel

Wedbush Securities

William Blair

Wolfe | Nomura Alliance

The date of this prospectus is      , 2026

Table of Contents

Table of Contents

Table of Contents

Table of Contents

TABLE OF CONTENTS

Page

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

1

GLOSSARY OF TERMS

4

SUMMARY

7

THE OFFERING

11

SUMMARY FINANCIAL AND OTHER INFORMATION

14

RISK FACTORS

18

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

50

USE OF PROCEEDS

52

DIVIDENDS AND DIVIDEND POLICY

53

MARKET PRICE INFORMATION

55

EXCHANGE RATES

56

CAPITALIZATION

57

DILUTION

59

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

61

INDUSTRY OVERVIEW

88

BUSINESS

95

MANAGEMENT

116

PRINCIPAL SHAREHOLDERS

129

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

130

DESCRIPTION OF ARTICLES OF INCORPORATION AND CAPITAL STOCK

132

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

139

SHARES AND AMERICAN DEPOSITARY SHARES ELIGIBLE FOR FUTURE SALE

152

KOREAN FOREIGN EXCHANGE CONTROLS AND SECURITIES REGULATIONS

154

THE KOREAN SECURITIES MARKET

162

CERTAIN TAX CONSIDERATIONS

168

UNDERWRITING

177

EXPENSES OF THE OFFERING

192

LEGAL MATTERS

193

EXPERTS

193

ENFORCEABILITY OF CIVIL LIABILITIES

193

WHERE YOU CAN FIND MORE INFORMATION

194

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

None of us, the underwriters nor any of our or their respective agents have authorized anyone to give any information or make any representation about

this offering that is different from, or in addition to that contained in the prospectus, the related registration statement, any free writing prospectus prepared by or on our behalf or which we may refer to you. None of us, the underwriters nor any

of our or their respective agents will have or take responsibility and can provide no assurance as to the reliability of any other information that others may give you. You should assume that the information appearing in this prospectus is accurate

only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs. Our business, financial condition, results of operations and prospects may have changed since the date on the

front cover of this prospectus.

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Through and including      , 2026 (the 25th day after the date of

this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting

as an underwriter and with respect to an unsold allotment or subscription.

Notice to Investors Outside the United States . None of us,

the underwriters nor any of our or their respective agents are offering or seeking offers to purchase the ADSs in any jurisdiction where such offers or sales are not permitted. None of us, the underwriters nor any of our or their respective agents

have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction, other than the United States, where action for that purpose is

required. Persons outside the United States who come into possession of this prospectus or any such free writing prospectus must inform themselves about, and observe any restrictions relating to, this offering of the ADSs, and the distribution of

this prospectus and any such free writing prospectus outside the United States.

Notice to Investors in Korea . The ADSs will not be

offered, sold, or delivered in Korea or to, or for the account or benefit of any investors in Korea, at the time of their issuance. However, pursuant to the laws of Korea, we have filed with the Financial Services Commission of Korea (the

“FSC”) a separate securities registration statement in the Korean language for the benefit of Korean investors who may purchase common shares that are converted from ADSs in the secondary market after the completion of the offering

described in this prospectus (“post-IPO Korean investors”). Certain information in such filing is applicable only to the post-IPO Korean investors and

therefore is not included in this prospectus. The information contained in such filing does not and will not form a part of this prospectus. Accordingly, you must not rely on any information in such filing.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Definitions

Unless the context otherwise requires,

references in this prospectus to “SK hynix,” the “Company,” “we,” “our,” “us” or similar terms are to SK hynix Inc., together with our consolidated subsidiaries; references to the

“Issuer” are to SK hynix Inc., the company whose ADSs are being offered by this prospectus, and not to any of our subsidiaries.

References to “ADSs” are to American Depositary Shares, each representing one-tenth of a common share, except where the context

requires otherwise.

See “Glossary of Terms” for certain defined terms used in this prospectus.

In addition, references to the “Government” are references to the government of Korea. References to the “United States” or the

“U.S.” are to the United States of America.

In this prospectus, references to “Won” or “ W ” are to the currency of Korea and references to “U.S. dollars” or “US$” are to the currency of the United States of

America, references to “Euro” are to the currency of the European Union, references to “Chinese Yuan” are to the currency of the People’s Republic of China, and references to “Japanese Yen” are to the

currency of Japan. This prospectus contains a translation of certain Won amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Won amounts

actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Unless otherwise specified, all conversions of U.S. dollars into Won have been made at the exchange rate of W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States. For a

discussion of historical information regarding the rate of exchange between Won and the U.S. dollar, see “Exchange Rates.” No representation is made that the Won or U.S. dollar amounts referred to in this prospectus could have been or

could be converted into U.S. dollars or Won, as the case may be, at any particular rate or at all.

Accounting terms have the definitions set forth

under International Financial Reporting Standards (“IFRS”) Accounting Standards, as issued by the International Accounting Standards Board (“IASB”).

All financial information, descriptions and other information regarding us are, unless indicated otherwise, given on a consolidated basis.

Financial Statements Presentation

This prospectus includes

our consolidated audited financial statements as of and for the years ended December 31, 2025, 2024 and 2023, together with the notes thereto (the “Audited Financial Statements”), and unaudited condensed consolidated interim

financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, together with the notes thereto (the “Interim Financial Statements”).

Our Audited Financial Statements were prepared in accordance with the IFRS Accounting Standards as issued by the IASB. Our Interim Financial Statements

were prepared in accordance with IAS 34 Interim Financial Reporting.

Cautionary Note Regarding Non-IFRS Financial

Measures

We present certain non-IFRS financial measures in this prospectus, which are not recognized

under IFRS Accounting Standards. A non-IFRS financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the

most comparable IFRS measure.

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Non-IFRS financial measures do not have standardized meanings

and may not be directly comparable to similarly-titled measures adopted by other companies. The non-IFRS financial measures presented in this prospectus are used by our management for decision-making purposes and to assess our financial and operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The

non-IFRS measures presented in this prospectus have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations presented in

accordance with IFRS Accounting Standards. Additionally, our calculations of non-IFRS financial measures may be different from the calculations used by other companies, including our competitors, and

therefore, our measures may not be comparable to those of other companies.

Specifically, we present Adjusted EBITDA. For a reconciliation of these non-IFRS measures to the most directly comparable IFRS financial measures, see “Summary Financial and Other Information—Non-IFRS Financial Information.”

Our management believes that disclosure of Adjusted EBITDA can provide useful supplemental information to investors and financial analysts in their review of our core results of operations and financial condition. Adjusted EBITDA is provided to

enhance investors’ overall understanding of our current financial performance and prospects for the future. Specifically, we believe that Adjusted EBITDA provides useful information to both management and investors by excluding certain

expenses, gains and losses, as the case may be, that may not be indicative of our core results of operations and business outlook.

Non-IFRS financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools. They should not be considered in isolation or as a substitute for

analysis of our results of operations as reported under IFRS Accounting Standards. Non-IFRS financial measures, including the non-IFRS financial measures presented in

this prospectus, are not measurements of our performance or liquidity under IFRS Accounting Standards and should not be considered as an alternative to operating income or net profit or any other performance measures derived in accordance with IFRS

Accounting Standards, or as an alternative to cash flow from operating, investing or financing activities.

Rounding

Certain figures (including percentage amounts) included in this prospectus have been rounded for ease of presentation. Percentage figures and totals

included in this prospectus have, in some cases, been calculated on the basis of such figures prior to rounding. For this reason, certain percentage and total amounts in this prospectus may vary from those obtained by performing the same

calculations using the figures in our Audited Financial Statements and Interim Financial Statements and figures shown as total in certain tables may not be an exact arithmetic aggregate of the other figures in the table.

Market and Industry Data

Market data and other statistical

information used in this prospectus is based on data collected by and available from Gartner, Inc. (“Gartner”) and International Data Corporation (“IDC”), among other sources. The Gartner content described herein (the

“Gartner Content”) represents research opinions or viewpoints published as part of a syndicated subscription service by Gartner, and is not a representation of fact. The Gartner Content speaks as of its original publication date (and not

as of the date of this prospectus), and the opinions expressed in the Gartner Content are subject to change without notice.

Certain data is

also based on our estimates, which are derived from our review of internal surveys as well as independent sources. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy

or completeness.

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Similarly, internal company surveys, industry forecasts and market research, which we believe to be

reliable based upon management’s knowledge of the industry, have not been verified by any independent sources. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not know what

assumptions were used in preparing the industry forecasts cited. See “Cautionary Note Regarding Forward-Looking Statements.”

Industry

publications, governmental publications and other market sources, including those referred to above, generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of

such information is not guaranteed. We have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable. Neither we, the underwriters nor our or their respective

agents have independently verified them and they are subject to change based on various factors, including those discussed in the section entitled “Risk Factors.” Estimates of market and industry data are based on statistical models, key

assumptions and limited data sampling, and actual market and industry data may differ significantly from estimated industry data. In addition, the data that we compile internally, and our estimates have not been verified by an independent source.

Information derived from management’s knowledge and our experience is presented on a reasonable, good faith basis. Except as disclosed in this prospectus, none of the publications, reports or other published industry sources referred to in

this prospectus were commissioned by us or prepared at our request. Except as disclosed in this prospectus, we have not sought or obtained the consent of any of these sources to include such market data in this prospectus.

Trademarks and Trade Names

We own or have rights to

trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the

property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the &reg; and TM symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names.

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GLOSSARY OF TERMS

Artificial Intelligence (“AI”)

Mechanical systems and related technologies designed to perform functions similar to human intelligence.

AI Accelerators

Providers of high-performance semiconductors designed to efficiently process large-scale AI computing workloads.

Application-Specific Integrated Circuit (“ASIC”)

An integrated circuit designed for a specific purpose, as distinguished from general-purpose integrated circuits.

Bit

The smallest unit of information stored in memory, denoted by the lowercase letter “b,” represented by a single digit in binary notation (0 or 1).

Byte

The basic unit for representing information, denoted by the uppercase letter “B,” formed by grouping 8 bits together.

Central Processing Unit (“CPU”)

The primary processing component of a computer, responsible for processing data, performing calculations and executing logical instructions.

Complementary Metal Oxide Semiconductor (“CMOS”) Image Sensor (“CIS”)

A sensor that converts the color and intensity of light into electrical signals and transmits them to a processing device. CIS is used in digital devices, including smartphones and tablets.

Compute Express Link (“CXL”) Memory Module (“CMM”)

A memory module that supports high-speed data transfer and memory sharing between computing system components such as CPUs and GPUs, and provides system memory expansion capabilities.

Custom HBM

An HBM product that integrates certain functions of GPUs and ASICs into the HBM base die, configured to reflect customer requirements.

Double Data Rate (“DDR”)

A type of DRAM memory interface that transfers data on both the rising and falling edges of the clock signal.

Dynamic Random Access Memory (“DRAM”)

Random access memory (“RAM”) is computer memory that can be read and changed, and is used to store data temporarily. DRAM is a type of RAM that must be refreshed regularly, as stored data dissipates over time.

Embedded Multi-Media Card (“eMMC”)

A memory semiconductor for storage, integrated into mobile devices for data processing.

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Enterprise Solid State Drive (“eSSD”)

An enterprise-grade solid state drive used in servers and data centers.

Extreme Ultraviolet (“EUV”) lithography

A semiconductor manufacturing technique that uses extreme ultraviolet light to create intricate patterns on silicon wafers.

Graphics DDR (“GDDR”)

A type of DDR memory specifically designed for GPUs, providing higher bandwidth and optimized performance for rendering and graphics-intensive applications.

Graphics Processing Unit (“GPU”)

A processor optimized for parallel computation, originally developed for graphics, and now widely used for high-performance computing tasks.

Hard Disk Drive (“HDD”)

A data storage device that stores data on rotating platters coated with magnetic material.

Hi

Number of vertically stacked DRAM dies within a single memory package.

High Bandwidth Flash (“HBF”)

Similar to HBM, which stacks DRAM dies, HBF is a product made by vertically stacking multiple NAND flash dies.

High-Bandwidth Memory (“HBM”)

A high-performance memory product that vertically interconnects multiple DRAM chips and increases data processing speed relative to traditional DRAM products.

Internet-of-Things (“IoT”)

A network of physical objects embedded with sensors, software, and technology to exchange data with other devices and systems over the Internet.

Key-Value (“KV”) Cache

A mechanism that stores and reuses previously computed key and value vectors, preserving context from earlier inputs to reduce redundant calculations and improve processing efficiency.

Large Language Model (“LLM”)

AI systems trained on large amounts of text data to understand and generate text based on the context provided.

Low-Power Double Data Rate (“LPDDR”) DRAM

A mobile DRAM designed for low-power operation. The standard includes the prefix “LP,” which stands for “low power.”

Mass Reflow-Molded Underfill (“MR-MUF”)

A process in which a liquid protective material is injected between the spaces of stacked chips before hardening to protect the circuits. MR-MUF offers more efficient heat dissipation compared to the

method of laying film material between each chip.

Multi-Chip Package (“MCP”)

A semiconductor package that combines two or more semiconductor dies within a single package.

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Multiplexed Rank Dual In-line Memory Module (“MRDIMM”)

A DRAM module with enhanced data transfer speed achieved by simultaneously operating two ranks — the basic operating units of the module.

Nanometer (“nm”)

A unit used to measure semiconductor circuit width, equal to one billionth of a meter.

Not-AND (“NAND”) Flash Memory

A non-volatile memory that does not require power to retain data. NAND flash memory is classified based on how many data bits can be stored in one cell, the smallest unit of storage, and is categorized as

single-level cell, multi-level cell, triple-level cell, quad-level cell or penta-level cell.

Processing-in-Memory

(“PIM”)

A memory technology that integrates computational capabilities into memory, addressing data movement bottlenecks in AI and big data processing.

Registered Dual In-Line Memory Module (“RDIMM”)

A DRAM module for servers and workstations that includes a register or buffer chip to relay address and command signals between the memory controller and DRAM chips in a memory module.

Server DRAM

High-performance, high-capacity and reliable memory modules specifically designed for enterprise data centers, servers and high-performance computing systems.

Small Outline Compression Attached Memory Module (“SOCAMM”)

A low-power DRAM-based memory module designed for AI servers, featuring a smaller form factor and greater power efficiency compared to conventional server memory modules.

Solid State Drive (“SSD”)

A storage device that uses memory semiconductors to store data.

Through-Silicon Via (“TSV”) Packaging Technology

A packaging technology that connects vertically stacked chips by forming microscopic holes through the silicon and linking the layers with vertical electrodes.

Universal Flash Storage (“UFS”)

A type of flash memory that can simultaneously read and write data. Due to its low power consumption, high performance and reliability, UFS is widely used in mobile devices.

Wafer Input

A process in which semiconductor wafers are undergoing the various stages of fabrication but have not yet completed all manufacturing steps required to become finished products.

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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all the information that may be

important to you in making your investment decision regarding the ADSs. Before you decide to invest in the ADSs, we urge you to read this entire prospectus carefully, including our Audited Financial Statements and Interim Financial Statements,

together with the notes thereto, included elsewhere in this prospectus and the information set forth under “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of

Operations.”

Overview

We are one of the

world’s largest memory semiconductor companies and engage in the design, manufacture and sale of advanced memory semiconductors. In the DRAM market that includes HBM, we were ranked second globally based on revenue with a market share of 29.1%

in the first quarter of 2026, according to market research conducted by IDC. In the HBM market, we were ranked first globally based on revenue with a market share of 56.4% in the first quarter of 2026, according to IDC. In addition, we were the

second largest supplier of NAND flash memory based on revenue, with a worldwide market share of 18.5% in the first quarter of 2026, according to IDC. Our memory products can be used in virtually all electronic devices, including graphics cards,

personal computers (“PCs”), data center servers, mobile devices such as smartphones and tablets, and other consumer electronics products. We also conduct our foundry business through SK hynix system ic Inc. (“SK hynix system

ic”) and SK keyfoundry Inc. (“SK keyfoundry”), our wholly-owned subsidiaries.

We sell a wide variety of DRAM and NAND flash

memory products with various configuration options, architectures and performance characteristics tailored to meet application- and customer-specific needs. We believe that we are one of the world’s leading companies in developing DRAMs with

advanced specifications, particularly those requiring higher density, faster data-processing speed and lower power consumption. We are continually developing higher-density DRAM modules, SSDs and other

advanced DRAM and NAND flash memory products that are optimized for our customers’ specific applications. In recent years, we have substantially increased our sales of HBMs. HBMs are advanced memory semiconductors designed to deliver fast

data transfers while using less power, making them especially useful in high-performance applications such as GPUs, AI and high-performance computing.

We have focused our sales and marketing activities in recent years on expanding our base of long-term strategic customers. We believe that our expertise

and know-how in producing advanced memory semiconductors, strong long-term relationships with our key customers and state-of-the-art global production facilities in key strategic locations provide us with sustainable competitive advantages that will continue to differentiate us from our competitors and enable us to

take advantage of attractive growth opportunities. We believe that we are a global leader in the HBM market with advanced production know-how and development of specific configurations that meet our

customers’ demands. Our customers seek HBM suppliers with whom they can better align their own product development efforts and their strict quality standards often require HBM manufacturers to comply with rigorous testing and approval

processes. We believe that our strengths in HBM, server DRAM and eSSD enable us to mitigate the risks associated with the cyclicality of the memory semiconductor market.

We own and operate wafer fabrication facilities (“fabs”) in Icheon and Cheongju, Korea and Wuxi and Dalian, China. We also own and operate

assembly and testing facilities for back-end processing of

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our products in Icheon and Cheongju, Korea and Chongqing, China. As part of our efforts to reduce unit manufacturing costs, improve manufacturing yields and enhance our profitability, we

periodically phase out the operations of our older fabs or upgrade them to implement more advanced processing technologies. In addition to regular maintenance and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new

extension fab called “M15X” in Cheongju, which we plan to utilize to further increase our production capacity of next-generation DRAMs such as HBM. We began wafer input at the M15X in the first quarter of 2026 and expect to gradually

ramp up our production volume. As part of our efforts to ensure our long-term competitiveness, we have also announced initiatives to construct an integrated industrial complex in Yongin, Korea for our next generation of fabs and research and

development facilities. We began construction of our first fab at the Yongin complex in February 2025 with the phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We are currently constructing an advanced packaging

plant called “P&T7” in Cheongju and expect to complete construction by the end of 2027. In December 2024, we also announced plans to build an advanced packaging plant in Indiana, United States, and expect to commence operations in

the second half of 2028.

In order to maintain our technological leadership, as well as to access new markets for our products, we engage in

strategic initiatives, including making investments and acquisitions, from time to time. In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel Corporation (“Intel”) (the “Intel NAND Business

Acquisition”), including the NAND flash memory manufacturing facility in Dalian, China, NAND flash memory and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition,

we paid US$6.6 billion in December 2021 and US$2.2 billion in March 2025. We created a subsidiary in the United States to operate the acquired business under the brand name “Solidigm.” We also selectively acquire

minority equity positions in other industry players to further strengthen our business relationships and acquire complementary businesses that we believe can further strengthen our leading position in the industry. See “Business —

Investments and Acquisitions.”

Our revenue was

W 52,576 billion (US$34,510 million) in the first quarter of 2026 and

W 17,639 billion in the first quarter of 2025, and

W 97,147 billion in 2025 (US$63,765 million),

W 66,193 billion in 2024 and

W 32,766 billion in 2023. We recorded profit for the period of

W 40,346 billion (US$26,482 million) in the first quarter of 2026 and W 8,108 billion in the first quarter of 2025, and profit for the year of

W 42,948 billion (US$28,190 million) in 2025 and

W 19,797 billion in 2024 and loss for the year of

W 9,138 billion in 2023. We had total assets of

W 222,829 billion (US$146,261 million) and total equity of

W 164,380 billion (US$107,896 million) as of March 31, 2026, and total assets of W 176,108 billion (US$115,594 million) and total equity of W 120,667 billion

(US$79,204 million) as of December 31, 2025.

Our Competitive Strengths

•

Critical role in the AI era with unrivaled expertise in the HBM segment

•

Comprehensive DRAM portfolio beyond HBM that is optimized for AI infrastructure buildout

•

Expertise in eSSD memory solutions that are ideally suited for evolution of AI server architecture

•

Global leadership in DRAM and NAND flash memory to capitalize on favorable market upcycle

•

Visionary research and development and best-in-class production execution

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•

Strong customer and partner relationships driving collaborative innovation

•

Solid financial profile that enables capacity for continued strategic investments

Our Strategy

•

Solidifying technological leadership and memory innovation

•

Strengthening customer and partner relationships and developing customized HBM products

•

Pursuing production capacity expansion in Korea to address growing demand

•

Investing in U.S.-based advanced packaging facility to support AI memory demand

•

Expanding our role beyond that of a memory semiconductor producer in the AI era

•

Focusing on financial management to provide sustainable shareholder returns

Summary Risk Factors

•

The memory semiconductor industry is subject to cyclical fluctuations, including recurring periods of oversupply, which may

result in volatility in our operating results, which in turn may adversely affect our financial position and cash flows.

•

The memory semiconductor industry is highly competitive and our failure to successfully compete would adversely affect our

business.

•

Our future long-term growth depends to a significant extent on our ability to increase production capacity.

•

Our revenue and profitability may decline if we are unable to obtain adequate supplies of raw materials, purified water,

electricity and equipment in a timely manner and at reasonable prices.

•

The complexity of memory semiconductor production makes us highly susceptible to potential manufacturing issues.

•

Our long-term profitability depends on our ability to respond to rapid technological changes in the manufacturing process

in a timely and cost-effective manner.

•

Requirements of the customers in the information and technology industry and the consumer electronics industry are

continually and rapidly evolving, and our success depends on our ability to anticipate and respond to these changes and trends.

•

If demand for our products exceeds our available supply, the necessity of allocating our finite supply among customers may

adversely impact customer relationships, and we may accordingly face heightened political, legal and regulatory scrutiny.

•

A slowdown in demand for our products from AI infrastructure investment could adversely affect our results of operations.

•

We sell a substantial portion of our products to a select group of key customers in the United States and China, and any

significant decrease in their order levels will negatively affect our business.

•

Impositions of anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs may have an adverse impact

on our export sales.

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•

Fluctuations in exchange rates may have a material adverse effect on our financial condition and results of operations.

•

Our investments and acquisitions may not be successful, which may adversely affect our competitive position and impair our

ability to achieve our business objectives.

•

We may be unable to adequately protect our intellectual property rights or successfully defend against third-party

infringement claims, which could impair our operations and competitiveness and harm our business and future prospects.

•

Products that do not meet customer specifications, contain or are perceived to contain defects or are otherwise

incompatible with their intended uses could impose significant costs on us.

•

Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events and

resulting interruptions in the availability of our systems or those of our customers, suppliers or business partners could expose us to losses.

•

We may be adversely impacted by uncertainties and outcomes associated with the use and evolution of AI.

•

Sanctions against us and other memory semiconductor producers for allegedly anti-competitive practices may have a direct or

indirect material adverse impact on our operations.

•

Work stoppages and other labor-related issues may adversely affect our operations.

•

If economic conditions in Korea deteriorate, our current business and future growth could be materially and adversely

affected.

•

Escalations in tensions with North Korea could have an adverse effect on us and the market value of our common shares and

the ADSs.

•

If you surrender your ADSs in order to withdraw the underlying common shares, you may not be allowed to deposit the common

shares again to obtain ADSs.

•

We may amend the deposit agreement without your consent and for any reason and, if you disagree with our amendments, your

choices will be limited to selling the ADSs or surrendering the ADSs for cancelation and withdrawing the underlying common shares.

•

Fluctuations in the exchange rate between the Won and the U.S. dollar may have a material adverse effect on the value of

the ADSs or the common shares in U.S. dollar terms.

•

As a foreign private issuer, we are not subject to certain corporate governance rules applicable to U.S. listed companies.

Our Contact Information

Our principal

executive offices are located at 2091, Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do 17336, Korea. Our telephone number is

+82 (31) 5185-4114, and our website is www.skhynix.com. Information on or connected to our website is not part of this prospectus.

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THE OFFERING

Issuer

SK hynix Inc.

The offering

We are offering 17,790,000 common shares represented by ADSs. On June 24, 2026, our board of directors resolved that the maximum number of new common shares to be issued in connection with this offering is 17,790,000 shares, representing

approximately 2.50% of our total issued common shares of 712,702,365 shares as of the date of such resolution. The maximum offering size was determined taking into account the requirement under the Monopoly Regulation and Fair Trade Act that SK

square Co., Ltd. (“SK square”), our largest shareholder, maintain ownership of at least 20% of our issued common shares. See “Korean Foreign Exchange Controls and Securities Regulations — Holding Company Regulations”

and “Principal Shareholders.”

Underwriters

BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities LLC, Cantor Fitzgerald & Co., Mizuho Securities USA LLC, Needham & Company, LLC, Nomura Securities International, Inc., RBC Capital

Markets, LLC, Rosenblatt Securities Inc., Stifel, Nicolaus & Company, Incorporated, Wedbush Securities Inc., William Blair & Company, L.L.C. and WR Securities, LLC.

Shares outstanding after the offering

Immediately after the offering, we will have an aggregate of 728,865,500 common shares, including common shares represented by ADSs (assuming the placement of all common shares represented by ADSs offered) outstanding.

ADSs

Each ADS represents one-tenth of a common share. The depositary will hold the common shares underlying the ADSs through its custodian. You will have rights as provided in the deposit agreement among us, Citibank, N.A., and the registered

holders, indirect holders and beneficial owners from time to time of ADSs issued thereunder (the “deposit agreement”).

If we declare dividends on our common shares, the depositary will pay you the cash dividends and other distributions it receives on our common shares after deducting its fees and expenses in accordance with the terms

set forth in the deposit agreement.

You may surrender your ADSs to the depositary for cancelation in exchange for the underlying common shares. The depositary will charge you fees for any cancelation.

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We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.

To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as

an exhibit to the registration statement that includes this prospectus.

Depositary

Citibank, N.A.

Use of proceeds

We estimate that the net proceeds that we will receive in the offering will be approximately US$28.0 billion from our issuance and sale of 17,790,000 common shares represented by ADSs in the offering after deducting the estimated underwriting

discount and commissions and estimated offering expenses payable by us. We intend to use the net proceeds we receive from this offering for general corporate purposes, including capital expenditures. See “Use of Proceeds.”

Indications of interest

The Cornerstone Investors have, severally and not jointly, indicated an interest in purchasing up to an aggregate of US$7 billion of the ADSs offered in this offering at the initial public offering price and on the same terms and conditions as

the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase, any of the Cornerstone Investors may determine to purchase more, fewer, or no ADSs in this offering, or the

underwriters may determine to sell more, fewer, or no ADSs to any of the Cornerstone Investors. The underwriters will receive the same underwriting discount on any ADSs purchased by the Cornerstone Investors as they will from the other ADSs sold to

the public in this offering.

Listing

We have applied to list the ADSs on the Nasdaq under the symbol “SKHY.” Our common shares are listed on the “KRX KOSPI Market under the identification code “000660.”

Voting rights of ADSs

Holders of ADSs may instruct the depositary to vote the number of deposited common shares their ADSs represent. See “Description of American Depositary Shares — Voting of the Underlying Shares of Common Stock.”

Each common share will have one vote. Common shares may be voted as each holder thereof deems appropriate. See “Description of Articles of Incorporation and Capital Stock — Voting Rights.”

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Dividends

Dividends on the common shares are subject to approval at a general meeting of our shareholders (in the case of annual dividends) or a resolution of the board of directors (the “Board”) (in the case of quarterly

dividends).

Taxation

For a discussion of certain material U.S. federal and Korean tax considerations relating to an investment in the ADSs, see “Certain Tax Considerations.”

Lock-up agreement

We and certain of our affiliates may agree with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ADSs, common shares or similar securities for a period of 90 days after the date of this

prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

Risk factors

See “Risk Factors” beginning on page 18 and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in the ADSs.

Payment and settlement

The underwriters expect to deliver the ADSs against payment therefor through the facilities of the Depository Trust Company (“DTC”) on      , 2026, which will be the third business day following the

pricing of the ADSs. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, any purchasers who wish

to trade the ADSs prior to the delivery of the ADSs hereunder (i) will be required to specify alternate settlement arrangements at the time of any such trade to prevent a failed settlement and (ii) should consult their own advisors with respect to

conducting such trade.

Unless otherwise indicated, the number of common shares that will be issued and outstanding immediately after

this offering:

•

is based upon 711,075,500 common shares outstanding as of the date of this prospectus; and

•

excludes 1,626,865 common shares held by us as treasury shares, including 138,685 common shares deliverable upon the

exercise of stock options (as described in “Management — Compensation — Stock Options”), outstanding as of the date of this prospectus.

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SUMMARY FINANCIAL AND OTHER INFORMATION

The following tables set forth, for the periods and as of the dates indicated, our summary financial and operating data. The financial information

presented in this prospectus has been derived from our Audited Financial Statements and Interim Financial Statements, together with the notes thereto, prepared in accordance with IFRS Accounting Standards as issued by the IASB or IAS 34 Interim

Financial Reporting , as applicable, and included elsewhere in this prospectus. IFRS Accounting Standards as issued by the IASB differ in certain significant respects from accounting principles generally accepted in the United States. The Interim

Financial Statements have been prepared on a basis consistent with our Annual Financial Statements included in this prospectus and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair

statement of the financial information contained in those financial statements. Historical results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and our results for

any interim period are not necessarily indicative of the results that may be expected for any full fiscal year.

The summary historical financial

data should be read in conjunction with “ Presentation of Financial and Other Information ,” “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and our Audited Financial

Statements and Interim Financial Statements, included elsewhere in this prospectus.

Consolidated Statements of Comprehensive Income (Loss) Data

For the Three Months Ended

March 31,

For the Year Ended December 31,

2026 (1)

2026

2025

2025 (1)

2025

2024

2023

(In billions of Won and millions of US$)

Revenue

US$

34,510

W

52,576

W

17,639

US$

63,765

W

97,147

W

66,193

W

32,766

Cost of sales

7,153

10,897

7,537

25,242

38,456

34,365

33,299

Gross profit (loss)

27,358

41,679

10,102

38,524

58,691

31,828

(533

)

Selling and administrative expenses

1,062

1,618

1,190

3,294

5,019

3,924

3,446

Research and development expenses

1,609

2,451

1,472

4,244

6,466

4,436

3,751

Finance income

11,196

17,056

2,687

10,747

16,373

4,855

2,262

Finance expenses

1,985

3,023

765

8,208

12,505

5,708

6,093

Share of profit (loss) of equity-accounted investees

(18

)

(27

)

(41

)

(371

)

(565

)

(38

)

15

Other income

10

15

79

219

333

1,477

624

Other expenses

10

15

102

248

378

167

735

Profit (loss) before income tax

33,880

51,617

9,299

33,125

50,466

23,885

(11,658

)

Income tax expense (benefit)

7,398

11,271

1,191

4,934

7,518

4,088

(2,520

)

Profit (loss) for the period

US$

26,482

W

40,346

W

8,108

US$

28,190

W

42,948

W

19,797

W

(9,138

)

(1)

For convenience, Won amounts are expressed in U.S. dollars at the rate of W 1,523.5 to US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.

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Consolidated Statements of Financial Position Data

As of March 31,

As of December 31,

2026 (1)

2026

2025 (1)

2025

2024

2023

(In billions of Won and millions of US$)

Assets

Current assets:

Cash and cash equivalents

US$

13,894

W

21,167

US$

9,796

W

14,924

W

11,205

W

7,587

Short-term financial instruments

11,959

18,220

9,636

14,680

2,382

473

Short-term investment assets

9,808

14,943

3,504

5,339

569

861

Trade receivables, net

22,191

33,808

11,946

18,199

13,019

6,600

Inventories, net

10,485

15,974

9,379

14,289

13,314

13,481

Other current assets

1,572

2,394

1,331

2,027

1,790

1,466

Total current assets

69,909

106,506

45,591

69,458

42,279

30,468

Non-current assets:

Investments in associates and joint ventures

890

1,356

867

1,321

1,941

1,367

Long-term investment assets

13,559

20,658

9,548

14,547

4,041

4,106

Loans and other receivables, net

278

424

276

420

444

475

Property, plant and equipment, net

53,858

82,052

50,871

77,503

60,157

52,705

Right-of-use assets,

net

1,545

2,354

1,534

2,336

2,487

2,695

Intangible assets, net

2,659

4,051

2,658

4,049

4,019

3,835

Deferred tax assets

1,202

1,832

2,403

3,660

2,812

2,989

Other non-current assets

2,360

3,596

1,846

2,812

1,675

1,690

Total non-current assets

76,352

116,323

70,003

106,650

77,576

69,862

Total assets

146,261

222,829

115,594

176,108

119,855

100,330

Liabilities

Current liabilities:

Trade payables

1,836

2,798

1,870

2,848

2,277

1,846

Other payables

5,187

7,903

4,223

6,434

6,967

3,293

Other non-trade payables

4,027

6,135

4,124

6,283

3,984

1,689

Borrowings

3,867

5,891

5,357

8,162

5,252

9,857

Other financial liabilities

1,049

1,598

3,225

4,914

1,742

1,479

Current tax liabilities

9,570

14,580

4,610

7,024

3,084

44

Lease liabilities

345

526

359

547

588

631

Other current liabilities

834

1,270

766

1,167

1,071

2,169

Total current liabilities

26,715

40,701

24,535

37,379

24,965

21,008

Non-current liabilities:

Long-term other payables

250

381

246

375

477

3,144

Other non-trade payables

14

21

13

20

52

97

Borrowings

8,813

13,427

9,246

14,086

17,431

19,611

Deferred tax liabilities

187

285

163

248

218

114

Lease liabilities

1,305

1,988

1,288

1,963

2,180

2,398

Other non-current liabilities

1,081

1,646

899

1,370

616

455

Total non-current liabilities

11,650

17,748

11,856

18,062

20,974

25,819

Total liabilities

38,365

58,449

36,390

55,441

45,940

46,826

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As of March 31,

As of December 31,

2026 (1)

2026

2025 (1)

2025

2024

2023

(In billions of Won and millions of US$)

Equity

Equity attributable to owners of the parent company:

Capital stock

US$

2,401

W

3,658

US$

2,401

W

3,658

W

3,658

W

3,658

Capital surplus

5,586

8,510

5,877

8,954

4,487

4,373

Other equity

(242

)

(368

)

(885

)

(1,349

)

(2,192

)

(2,269

)

Accumulated other comprehensive income

2,458

3,745

1,757

2,677

2,532

1,014

Retained earnings

97,635

148,746

69,955

106,577

65,418

46,729

107,838

164,291

79,105

120,516

73,903

53,504

Non-controlling interests

58

89

99

151

12

(1

)

Total equity

107,896

164,380

79,204

120,667

73,916

53,504

Total liabilities and equity

US$

146,261

W

222,829

US$

115,594

W

176,108

W

119,855

W

100,330

(1)

For convenience, Won amounts are expressed in U.S. dollars at the rate of W 1,523.5 to US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.

Consolidated Statements of Cash Flows Data

For the Three Months Ended March 31,

For the Year Ended December 31,

2026 (1)

2026

2025

2025 (1)

2025

2024

2023

(In billions of Won and millions of US$)

Capital expenditures (2)

US$

5,026

W

7,657

W

6,284

US$

18,063

W

27,519

W

15,946

W

8,325

Net cash provided by operating activities

17,283

26,330

9,024

35,033

53,373

29,796

4,278

Net cash used in investing activities

(11,575

)

(17,635

)

(8,218

)

(31,542

)

(48,054

)

(18,005

)

(7,335

)

Net cash provided by (used in) financing activities

(1,937

)

(2,951

)

509

(948

)

(1,445

)

(8,704

)

5,697

Net increase in cash and cash equivalents

4,098

6,243

1,353

2,441

3,719

3,618

2,610

(1)

For convenience, Won amounts are expressed in U.S. dollars at the rate of W 1,523.5 to US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.

(2)

Capital expenditures represent cash outflows for acquisition of property, plant and equipment and are included in net cash

used in investing activities.

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Non-IFRS Financial Information

A reconciliation of our profit (loss) for the period to Adjusted EBITDA is as follows:

For the Three Months Ended March 31,

For the Year Ended December 31,

2026 (1)

2026

2025

2025 (1)

2025

2024

2023

(In billions of Won and millions of US$)

Profit (loss) for the period

US$

26,482

W

40,346

W

8,108

US$

28,190

W

42,948

W

19,797

W

(9,138

)

ADD: Income tax expense (benefit)

7,398

11,271

1,191

4,934

7,518

4,088

(2,520

)

SUBTRACT: Finance income

11,196

17,056

2,687

10,747

16,373

4,855

2,262

ADD: Finance expenses

1,985

3,023

765

8,208

12,505

5,708

6,093

SUBTRACT: Share of profit (loss) of equity-accounted investees

(18

)

(27

)

(41

)

(371

)

(565

)

(38

)

15

SUBTRACT: Other income (2)

10

15

79

219

333

1,477

624

ADD: Other expenses (3)

10

15

102

248

378

167

735

ADD: Depreciation and amortization (4)

2,446

3,726

3,334

9,117

13,890

12,545

13,619

Adjusted EBITDA (5)

US$

27,132

W

41,336

W

10,774

US$

40,102

W

61,096

W

36,012

W

5,889

(1)

For convenience, Won amounts are expressed in U.S. dollars at the rate of W 1,523.5 to US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.

(2)

For a breakdown of our other income for the first quarter of 2026 and the first quarter of 2025, see

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — First Quarter of 2026 Compared to First Quarter of 2025 — Other Income.” For a breakdown of our

other income for 2025 and 2024, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations – 2025 Compared to 2024 — Other Income.” For a breakdown of our

other income for 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations – 2024 Compared to 2023 — Other Income.”

(3)

For a breakdown of our other expenses for the first quarter of 2026 and the first quarter of 2025, see

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — First Quarter of 2026 Compared to First Quarter of 2025 — Other Expenses.” For a breakdown of our

other expenses for 2025 and 2024, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — 2025 Compared to 2024 — Other Expenses.” For a breakdown of

our other expenses for 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — 2024 Compared to 2023 — Other Expenses.”

(4)

“Depreciation and amortization” consist of (i) depreciation of property, plant and equipment,

(ii) depreciation of investment property, (iii) depreciation of right-of-use assets and (iv) amortization.

(5)

“Adjusted EBITDA” is not a measure defined under IFRS Accounting Standards and should not be construed as an

alternative to operating profit (loss), cash flows from operating activities or profit for the period; however, Adjusted EBITDA is a widely used financial indicator of a company’s ability to incur and service debt. Adjusted EBITDA should not

be considered in isolation or construed as an alternative to cash flows, profit for the period or any other measure of performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,

investing or financing activities. Adjusted EBITDA is presented in this prospectus because we believe that Adjusted EBITDA enhance investors’ overall understanding of our current financial performance and prospects for the future. Our Adjusted

EBITDA presented in this prospectus may not be comparable to similarly titled measures presented by other companies. Investors should not compare our Adjusted EBITDA to the Adjusted EBITDA presented by other companies because not all companies use

the same definition of Adjusted EBITDA.

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RISK FACTORS

An investment in the ADSs involves significant risks. Before you decide to invest in the ADSs, you should carefully consider all of the information

set forth in this prospectus, including the risks described below. In the event that any of these risks occurs, our business, financial condition, results of operations, cash flows and prospects may be materially adversely affected and, as a result,

the value of the ADSs may decline and you may lose all or part of your investment. Additional risks and uncertainties not currently known to us, or that we currently believe to be immaterial, may have a material adverse effect on us in the future.

When determining whether to invest, you should also refer to the other information contained in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

and our Audited Financial Statements and Interim Financial Statements, together with the notes thereto. You should also carefully review the cautionary statements referred to under “Cautionary Note Regarding Forward-Looking Statements.”

Our actual results could differ materially and adversely from those anticipated in this prospectus.

Risks Relating to Our Business and Industry

The memory semiconductor industry is subject to cyclical fluctuations, including recurring periods of oversupply, which may result in volatility in

our operating results, which in turn may adversely affect our financial position and cash flows.

Our DRAM products accounted for 77.3% of

our total sales in the first quarter of 2026 and 77.1% in 2025 and our NAND flash memory products accounted for 22.0% of our total sales in the first quarter of 2026 and 21.3% in 2025. Accordingly, our business is affected by market conditions in

the highly cyclical memory semiconductor industry. The industry’s cyclical demand cycles are due, in large part, to fluctuations in demand for the end products that use memory semiconductors. The largest end product industries that use memory

semiconductors are the information and technology industry and the consumer electronics industry, which are sensitive to general macroeconomic conditions impacting the global economy. Uncertainties in the global economy have increased in recent

years, with global financial and capital markets experiencing substantial volatility. A prolonged period of high interest rates may negatively impact the demand for our products. Such uncertainties have been caused by, and continue to be exacerbated

by, among other things, deterioration in economic and trade relations between major economies (particularly between the United States and China), the outbreak of the Russia-Ukraine war in February 2022 and the military conflicts between Iran and

other countries, including the United States and Israel, that have destabilized the global energy sector, the slowdown of economic growth in China and other major emerging market economies, adverse economic and political conditions in Europe and

Latin America, continuing geopolitical and social instability in North Korea and various parts of the Middle East and impositions of tariffs and other trade protective measures around the world. Any future deterioration in global economic conditions

may result in a decline in demand for our memory semiconductors.

The long lead times for new facilities to become operational have in some cases

resulted in significant increases in the industry’s production capacity coinciding with weakening demand, resulting in global oversupply of products and declining prices. Demand growth expectations in the end markets that use memory

semiconductors have typically been accompanied by increased capital investment by manufacturers. In addition, semiconductor manufacturers worldwide have migrated to finer line-width processes and advanced stacking technologies, which have increased

the number of bits produced per wafer. These capital investments and the adoption of new technologies may result in increases in the supply of memory semiconductors that are not matched by commensurate growth in demand in the end markets for such

products. From time to time, the memory semiconductor industry has experienced significant and sometimes prolonged periods of oversupply and weak prices.

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As a result of such fluctuations in global demand and increases in the manufacturing capacity

available to produce memory semiconductors, our results of operations may be volatile from period to period. Following a period of strong global demand for memory semiconductors in 2021 and the first half of 2022, the global prices of memory

products meaningfully decreased starting in the third quarter of 2022, reflecting weakening demand and a general oversupply in the market, which in turn negatively impacted our results of operations. As a result, in 2023, we recorded loss for the

year of W 9,138 billion. However, in recent years, global demand for DRAMs, particularly for HBMs designed to meet the greater

data-processing speed requirements of graphics applications that incorporate deep learning and AI technologies, and NAND flash memory products rebounded strongly, and we recorded profit for the period of W 40,346 billion in the first quarter of 2026 and W 8,108 billion in the first quarter of

2025, and profit for the year of W 42,948 billion in 2025 and

W 19,797 billion in 2024.

Actual or

anticipated deterioration in market conditions may result in a decline in demand for our products that may have a negative impact on the prices at which they can be sold. In such a case, we will likely face pressure to reduce prices and may need to

rationalize our production capacity and reduce fixed costs. In general, our ability to significantly reduce expenditures for production facilities and research and development during an industry downturn is limited because of the need to maintain

our competitive position. If we are unable to reduce our expenses sufficiently to offset reductions in prices and sales volume, our margins will deteriorate and our business, financial condition and results of operations may be materially and

adversely affected.

The memory semiconductor industry is highly competitive and our failure to successfully compete would adversely affect

our business.

We operate in an intensely competitive market, which has been characterized by the erosion of selling prices, frequent product

enhancements from changes in technology and relatively short product life cycles. During the past decade, the memory semiconductor industry has experienced consolidation as well as the formation of strategic alliances. Our major competitors in the

DRAM market include Samsung Electronics Co., Ltd. (“Samsung Electronics”), Micron Technology, Inc. (“Micron Technology”) and ChangXin Memory Technologies (“CXMT”). Our major competitors in the NAND flash memory

market include Samsung Electronics, KIOXIA Holdings Corporation (“Kioxia” and formerly Toshiba Memory Corporation), Micron Technology and Sandisk Corporation (“Sandisk”).

The competitiveness of our principal product lines are based on the following factors:

•

pricing;

•

manufacturing costs, yields and product availability;

•

product performance, quality and reliability;

•

successful and timely development of new products and manufacturing processes;

•

ability to tailor products to specific designs required by customers;

•

ability to deliver products in large volumes on a timely basis;

•

ability to meet changes in customer demand;

•

marketing and distribution capability;

•

customer service, including technical support; and

•

brand recognition and financial strength.

Entry into the memory semiconductor industry requires substantial capital expenditures and significant technological and manufacturing expertise.

Although we believe that our production capabilities, experience and technological expertise provide “time to market” and economies of scale

19

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advantages, we face increasing competition from emerging companies that may significantly expand the scale of their operations, as well as from potential repositioning and expansion by storage

solution companies and customers that may develop memory solutions in-house. In addition, in recent years, various industrialized countries have taken measures to promote the development and expansion of

high-technology industries, which may intensify the competitive landscape of the semiconductor industry. For example, in August 2022, the U.S. Government enacted the CHIPS Act, which provides federal aid to promote emerging industries in the United

States, including measures to strengthen the United States’ domestic semiconductor manufacturing capabilities. Such efforts may incentivize U.S. semiconductor companies to invest in the expansion of their production capabilities. As part of

its efforts to promote a robust semiconductor supply chain, the U.S. Government has also initiated the Chip 4 Alliance, a new U.S.-Asian semiconductor partnership among the United States, Korea, Japan and Taiwan. In recent years, such an alliance

has led China to take measures to more actively develop its semiconductor manufacturing capabilities, which may further intensify competition in the global semiconductor industry.

Some of our existing and new competitors may have greater financial, marketing, technical or other resources than us. Greater resources may allow such

competitors to respond to changes in market demand more quickly and produce, market and distribute advanced products, as well as withstand downturns in the memory semiconductor markets in which we compete. There is no assurance that we will be able

to continue to compete successfully, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

Our future long-term growth depends to a significant extent on our ability to increase production capacity.

Our future long-term growth will be dependent on our ability to continue to expand our production capacity and total output beyond current

levels. As part of our efforts to reduce unit manufacturing costs, improve manufacturing yields and enhance our profitability, we periodically phase out the operations of our older fabs or upgrade them to new fabs that implement more advanced

processing technologies. In addition to regular maintenance and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new extension fab called “M15X” in Cheongju, which we plan to utilize to further increase our

production capacity of next-generation DRAMs such as HBM. We began wafer input at the M15X in the first quarter of 2026 and expect to gradually ramp up our production volume. As part of our efforts to ensure our long-term competitiveness, we have

also announced initiatives to construct an integrated industrial complex in Yongin, Korea for our next generation of fabs and research and development facilities. We began construction of our first fab at the Yongin complex in February 2025 with the

phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We are currently constructing an advanced packaging plant called “P&T7” in Cheongju and expect to complete construction by the end of 2027. In December

2024, we also announced plans to build an advanced packaging plant in Indiana, United States, and expect to commence operations in the second half of 2028. See “Business — Our Strategy — 3. Pursuing Production Capacity

Expansion in Korea to Address Growing Demand” for a discussion of our production capacity expansion strategy.

Our ability to expand and

successfully operate additional production facilities and increase output is subject to significant risks and uncertainties, including:

•

our ability to secure adequate purchase orders from customers to maintain optimal production capacity;

•

our ability to raise sufficient funds to build and operate new production facilities, including securing adequate working

capital for labor costs and the purchase of raw materials and other supplies;

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•

delays and cost overruns associated with the build-out of additional facilities due

to factors, many of which may be beyond our control, such as delays in government approvals, problems with equipment vendors or raw material suppliers and equipment malfunctions and breakdowns; and

•

diversion of significant management attention and other resources.

Our cash outflows for acquisitions of property, plant and equipment amounted to

W 7,657 billion in the first quarter of 2026 and

W 6,284 billion in the first quarter of 2025, and

W 27,519 billion in 2025,

W 15,946 billion in 2024 and

W 8,325 billion in 2023. In 2026, we plan to increase our capital expenditures considerably compared to 2025. We periodically adjust our

capital expenditure plans based on market demand for our products, the production outlook of the global memory semiconductor industry and general global economic conditions. We may delay or not implement some of our announced capital expenditure

plans based on our assessment of such market conditions. If we are unable to expand our production capacity and ramp up our operations within our anticipated timeframe and budgeted costs, we may not be able to meet customer demand and pursue

additional economies of scale and growth, which could have a material adverse effect on our business, financial condition and results of operations.

Our revenue and profitability may decline if we are unable to obtain adequate supplies of raw materials, purified water, electricity and equipment

in a timely manner and at reasonable prices.

We require timely and adequate supplies of raw materials, purified water, electricity and

equipment in order to manufacture our products. We source most of our raw materials, including wafers, from suppliers in Korea, Japan and the United States. We are not dependent on any one supplier for a substantial portion of our raw

material requirements for fabrication and packaging, and we believe that we generally have access to alternative sources of supply for our principal raw materials. However, from time to time, we and other semiconductor manufacturers have experienced

shortages and increases in lead times for the delivery of raw materials, which in turn have resulted in interruptions in production and delivery of products from time to time. In particular, the manufacture of advanced memory products such as HBM is

more complex and resource-intensive than traditional DRAM products and requires greater wafer input and specialized materials and components used in advanced packaging processes. As demand for HBM products increases, we may experience supply

constraints, extended lead times or price increases with respect to such materials or components. In addition, the suppliers of certain advanced packaging materials and components may be more limited than those for traditional memory products, which

could increase supply chain risks. To minimize the risk of significant interruptions to supplies of our principal raw materials, we have entered into multi-year supply agreements with our key material suppliers and plan to enter into similar

agreements with other major suppliers, as well as diversify the geographic location of key international suppliers and increase sourcing from suppliers in Korea.

Like other memory semiconductor manufacturers, we also depend on a limited number of manufacturers in the Netherlands, the United States and Japan for

our key equipment. We generally seek to obtain testing equipment with similar functionality from various vendors. However, our purchases of high-end equipment have historically been limited to several

manufacturers. In periods of high market demand, the lead times from order to delivery of such equipment can be over one year. We seek to manage this process through the early reservation of appropriate delivery slots and constant

communication with our equipment suppliers. However, unavailability of equipment, delays in delivery of key equipment or failure of equipment to meet our specifications could delay implementation of our expansion plans and impair our ability to

deliver products to our customers in a timely manner.

It is possible that any of our key supplier relationships could be interrupted or terminated

due to events beyond our control, including international supply disruptions caused by geopolitical issues,

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natural disasters or severe health pandemics such as COVID-19. For example, in October 2022, the Bureau of Industry and Security of the U.S. Department of

Commerce (the “BIS”) announced export controls to restrict China’s ability to obtain advanced computing chips, develop and maintain supercomputers, and manufacture advanced semiconductors. As part of such measures, the BIS added

certain semiconductor manufacturing equipment and related items to the Commerce Control List as well as new license requirements for items destined to semiconductor fabrication facilities in China that fabricate certain advanced semiconductors. In

October 2022, we received permission from the BIS that enables us to supply our China-based manufacturing facilities with the equipment and items needed for one year without meeting additional licensing requirements. In October 2023, we were

designated as a Validated End-User (“VEU”) by the BIS, thereby obtaining a general authorization for supplying our China-based manufacturing facilities with necessary equipment and items, subject

to certain restrictions, without having to seek multiple individual licenses. On August 29, 2025, the BIS announced that our designation as a VEU would be revoked effective December 31, 2025. In lieu of the VEU framework, the BIS

implemented an annual approval mechanism under which we are required to submit yearly plans detailing our anticipated needs for U.S.-origin equipment. In December 2025, the BIS granted us an annual license for 2026, allowing approved U.S.-origin

equipment to be shipped to our facilities in China and removing the burden of obtaining case-by-case export licenses during such year. Failure to obtain the

required licenses in a timely manner may materially impact our manufacturing operations in China, which in turn may have a material adverse effect on our business, financial condition and results of operations.

There can be no assurance that we will be able to secure sufficient supplies of the relevant raw materials that meet our quality standards from

alternative suppliers in a timely manner and at reasonable prices to satisfy our long-term needs. Furthermore, in the event that trade restrictions are imposed in the future by foreign governments in countries where our key suppliers are located,

our failure to mitigate the impact of such restrictions could materially and adversely affect our operations. If we are unable to obtain adequate amounts of key raw materials, purified water, electricity and equipment that meet our quality standards

in a timely manner and at a reasonable cost, the production of our products could be disrupted, which would negatively impact our business, financial condition and results of operations.

The complexity of memory semiconductor production makes us highly susceptible to potential manufacturing issues.

Manufacturing memory semiconductors is a highly complex and precise process, requiring production in a tightly controlled, clean environment. Even very

small impurities in raw materials, flaws in the wafer fabrication process, defects in the masks used to print circuits on a wafer or other factors can cause a substantial percentage of wafers to be rejected or numerous chips on each wafer to be

nonfunctional. We may experience problems in achieving an acceptable yield rate in the manufacture of chips and memory module products, and the likelihood of facing such difficulties is higher in connection with the transition to new manufacturing

methods. From time to time, we have experienced minor disruptions in our manufacturing process as a result of temporary power outages. We may also experience manufacturing problems in our assembly and test operations as a result of the introduction

of new packaging materials. In addition, as technological advances in semiconductors become more rapid, manufacturing activities become more complex and prone to problems. Disruption of operations may also occur due to fire, flood or other natural

disasters or calamities, the effects of climate change (such as sea level rise, drought, flooding, wildfires, increased average temperatures and increased storm severity), human error, or acts of terrorism or war. Any interruption of wafer

fabrication at any of our facilities resulting in the failure to achieve acceptable manufacturing yields or inability to meet our customers’ requirements would adversely affect our business, financial condition and results of operations.

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Our long-term profitability depends on our ability to respond to rapid technological changes in

the manufacturing process in a timely and cost-effective manner.

The average selling prices of memory semiconductors have declined in

general and are expected to continually decline with time irrespective of industry-wide cyclical fluctuations and seasonality, as a result of, among other factors, technological advancements and cost reductions in the memory semiconductor

manufacturing process. We may be able to take advantage of temporary higher selling prices typically associated with the launch of new products or the emergence of external factors that increase demand, but such prices will likely decline over time,

and in certain cases, very rapidly. If the average per-bit selling price for DRAM and NAND flash memory products that we produce decreases faster than the pace at which we are able to reduce our per-bit manufacturing costs, our gross margins would decrease. Accordingly, our ability to respond to rapid technological changes in the manufacturing process and achieve higher manufacturing yields in a timely and

cost-effective manner is critical to our long-term profitability.

Due to the competitive nature of the memory semiconductor market, manufacturers

are continually seeking to optimize their production methods. For example, we continue to invest in enhancing TSV interconnection technology that links upper and lower chips with an electrode that vertically passes through the base logic chip and

DRAM chips, which is critical in the development of our next-generation of HBMs. In addition, we continue to invest in enhancing our NAND stacking technology, which enables NAND flash memory cells to be stacked vertically in multiple layers,

and have been transitioning the mass production of our NAND flash memory products from utilizing 176 layer technology to 238 and 321 layer technologies. If we do not anticipate enhancements in manufacturing technology and fail to adopt new

process technologies in a timely and cost-effective manner, we may not be able to produce products that meet our customers’ demands at competitive prices. Although new technologies typically yield more chips per wafer once ramp-up has been successfully completed, yields are typically low during the initial stage of transition where new technologies are applied to existing manufacturing processes. There is no guarantee that we will not

experience material delays in connection with future migrations to new technologies. If we are unable to respond to rapid technological changes in the manufacturing process in a timely and cost-effective manner, we may lose market share, which in

turn could have a material adverse effect on our business, financial condition and results of operations.

Requirements of the customers in

the information and technology industry and the consumer electronics industry are continually and rapidly evolving, and our success depends on our ability to anticipate and respond to these changes and trends.

Memory semiconductors are becoming increasingly diversified in terms of specifications, with customers demanding solutions that are optimized for their

particular needs to manufacture specific electronic devices, including PCs, servers, graphics cards, mobile devices such as smartphones and tablets, and other consumer electronics products. In addition, technologies that impact demand for memory

semiconductors are continually and rapidly evolving. For example, in March 2026, Google unveiled TurboQuant, advanced and theoretically grounded quantization algorithms that potentially enable massive compression for LLMs and vector search engines,

which may allow high-performance GPUs to process significantly more data with the same amount of physical memory.

We are continually developing higher-density DRAM modules, SSDs and other advanced DRAM and NAND flash memory products that respond to the latest

changes and trends, and are optimized for use in specific applications. In particular, we have substantially increased our sales of DRAMs in HBM configurations in recent years. HBMs are advanced memory semiconductors designed to deliver fast data

transfers while using less power, making them especially useful in high-performance applications such as GPUs, AI and high-performance computing. Our continued success will depend on our ability to respond quickly to evolving customer requirements

and industry standards in our target markets and to offer our customers a variety of products with reliable quality and advanced features.

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If our products do not keep pace with evolving industry standards, we could be required to invest

significant resources to redesign our products to ensure compatibility with relevant standards. If we are slow to anticipate changing trends and respond to such changes in a timely manner, we could miss opportunities to capture potential customers,

and we could lose our existing customers. In order for us to respond effectively to these and other market trends, we need to dedicate significant resources to product design, research and development and marketing. There can be no assurance that we

will have sufficient financial resources to fund all of the required research to develop technical innovations and meet changing industry standards. If we are unable to invest sufficient resources to satisfy the diversifying memory needs of our

customers, or if we do so in an inefficient or untimely manner, we may lose market share, which in turn could have a material adverse effect on our business, financial condition and results of operations.

If demand for our products exceeds our available supply, the necessity of allocating our finite supply among customers may

adversely impact customer relationships, and we may accordingly face heightened political , legal and regulatory scrutiny.

Demand for memory semiconductors is driven by diverse and rapidly evolving end markets, including AI and data center infrastructure, consumer

electronics, automotive, telecommunications, medical devices and industrial applications. Periods in which aggregate demand for our products materially exceeds our available manufacturing capacity may require us to make allocation decisions among

customers, product lines and end markets. In recent quarters, demand for our products has exceeded our available supply. Customers whose supply requirements are not sufficiently met may seek alternative sources, redesign products to use competing

technologies or reduce their reliance on our products, which could adversely impact our customer relationships, competitive position and market share. See “— Our future long-term growth depends to a significant extent on our ability to

increase production capacity.”

In addition, when supply constraints result in significant price increases or sustained shortages affecting

broad segments of the economy, our customers, industry coalitions, trade associations and other stakeholders may seek to draw the attention of legislators, regulators and other government officials to perceived imbalances in the supply of memory

semiconductors. Such advocacy has occurred and may continue or intensify. Political, legal and regulatory scrutiny of our industry’s supply-and-demand dynamics, pricing practices or capacity-investment decisions could lead to government

inquiries, civil litigations, increased regulatory oversight, new or modified conditions on government incentives or subsidies, or legislative or executive actions that could affect how we manufacture, price, allocate or distribute our products. For

example, on June 25, 2026, indirect purchasers of conventional DRAM filed a putative antitrust class action suit in the U.S. District Court for the Northern District of California alleging violations of various federal and state antitrust and

related business practice laws. See “Business — Litigation and Regulatory Proceedings.” The technology industry is subject to intense media, political and regulatory scrutiny, which exposes companies to investigations, legal and

regulatory actions, and penalties and sanctions. Any of the foregoing risks, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.

A slowdown in demand for our products from AI infrastructure investment could adversely affect our results of operations.

Recent growth in our revenue and profitability has been driven in significant part by strong demand for our memory products, including HBM and server

DRAM products, from the expansion of AI infrastructure, such as AI accelerators and data centers. Demand for AI infrastructure has been driven in large part by significant capital expenditures by hyperscale cloud service providers and other large

technology companies. If such customers reduce, delay or reprioritize their capital expenditures, including as a result of macroeconomic conditions, changes in business priorities, concerns regarding returns on investment or a sudden correction

following a period of elevated spending, demand for AI infrastructure and related components could slow down materially, which in turn would decrease the demand for our products.

In addition, customers may place orders in anticipation of future demand or supply constraints, which may result in periods of excess channel or

customer inventory, inventory corrections, order

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cancellations, order delays or reduced purchasing activity. To the extent that current industry demand reflects inventory accumulation, actual end-market demand for our products may be lower than

current order trends suggest.

Furthermore, technological developments may reduce the demand for, or alter the specifications required of, our

products. For example, emerging technologies, architectures or efficiency improvements, including technologies intended to reduce memory usage, bandwidth requirements or computing resource consumption in AI workloads, may decrease demand for

high-performance memory products such as HBM and server DRAM products. If the adoption, utilization or commercialization of AI technologies does not continue to develop as expected, or if technological changes reduce the volume of memory required

for AI infrastructure, capital expenditures on the buildout and expansion of AI infrastructure may slow or decline. Any such slowdown or decline could adversely affect the demand for our products and materially adversely affect our business,

financial condition and results of operations.

We sell a substantial portion of our products to a select group of key customers in the United

States and China, and any significant decrease in their order levels will negatively affect our business.

A substantial portion of our sales

is attributable to a limited number of customers located in the United States and China. Our two largest customers represented 14.8% and 12.4%, respectively, of our total revenue in the first quarter of 2026 and our largest customer represented

23.9% of our total revenue in 2025. See note 4 of the notes to the Interim Financial Statements and note 4 of the notes to the Audited Financial Statements, respectively. We cannot provide any assurance that our key customers will continue to place

orders with us in the future at the same levels as in prior periods, or at all. The supply arrangements for our products are designed to take into consideration our ongoing partnerships with key customers. Specific quantities and pricing are

typically determined through mutual agreement at the time of purchase, taking into account market conditions and demand. Key customers may reduce quantities purchased, delay or cancel purchase orders or elect to terminate their business relationship

with us at any time for a number of reasons, including industry consolidation through mergers and acquisitions. Because much of our costs and operating expenses are relatively fixed, termination of business relationships with key customers or

significant reductions in sales to any key customers would have a material adverse effect on our business, financial condition and results of operations.

In recent years, we have relied on sales to customers in the United States and China, and prolonged tensions in economic and trade relations between the

two countries may have a material adverse effect on demand for our products from key customers in such countries. Revenue of sales subsidiaries located in the United States accounted for 64.7% of our revenue in the first quarter of 2026 and 68.8% in

2025, while revenue of sales subsidiaries located in China accounted for 24.3% of our revenue in the first quarter of 2026 and 19.7% in 2025. Ongoing tensions between the United States and China and tariffs and other trade restrictions imposed by

them on each other, including restrictions and penalties imposed by their respective governmental agencies such as the BIS, may lead to a decrease in the volume of products manufactured by our key customers located in such countries, which in turn

could decrease demand for our memory semiconductors used as components in their products. In addition, we may be prohibited from selling products to certain of our key customers as a result of the ongoing trade tensions. For example, in August 2020,

the BIS published a final rule that further tightened restrictions under the Export Administration Regulations on Huawei Technologies Co., Ltd. (“Huawei”) and its affiliates designated on the Entity List administered by the BIS. Under

the final rule, any item produced based on the relevant categories of U.S.-origin technology or software in any meaningful way may no longer be provided to Huawei for use by it or for use in any Huawei product without obtaining a license. Sales of

any such items without obtaining the proper

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license would result in a violation of U.S. law. Starting in September 2020, we have suspended sale of our products to Huawei and its affiliates designated on the Entity List administered by

the BIS. In May 2025, the BIS also issued guidance alerting the semiconductor industry that the use of semiconductors manufactured by Chinese companies risks violating U.S. export controls and may subject companies to BIS enforcement action.

In addition, in August 2022, the U.S. Government enacted the CHIPS Act, which provides federal aid to promote emerging industries in the United States,

including measures to strengthen its domestic semiconductor manufacturing capabilities. Such efforts may incentivize U.S. semiconductor companies to invest in the expansion of their production capabilities, which in turn may reduce our sales in the

United States. In February 2023, the U.S. Government announced the requirements for the federal subsidies to be granted under the CHIPS Act, including (i) a ban on certain new, high-tech investments in China or other “countries of

concern” for at least a decade, (ii) provision of affordable child care for the workers, (iii) limitation of stock buybacks, (iv) sharing of certain excess profits with the U.S. Government and (v) the submission of certain

information regarding management and technology. Both U.S. and non-U.S. semiconductor companies that choose to invest in the United States and meet such terms are eligible for the federal subsidies. In

September 2023, the U.S. Government released the final rules on the guardrails applicable to such federal subsidy program. The final rules prohibit recipients of the federal subsidy from materially expanding their semiconductor manufacturing

capacities in foreign countries of concern for 10 years and restrict them from certain joint research or technology licensing efforts with foreign entities of concern. In December 2024, we announced plans to build an advanced packaging plant in

Indiana, United States, and expect to commence operations in the second half of 2028. Under the CHIPS Act, upon meeting certain project milestones, we may receive federal subsidies of up to US$458 million and loans of up to US$570 million

from the U.S. Department of Commerce in connection with the Indiana complex. In March 2025, U.S. President Donald J. Trump (the “U.S. President”) signed an executive order establishing the United States Investment Accelerator, an office

within the U.S. Department of Commerce that is responsible for administering and overseeing the implementation of the programs under the CHIPS Act. Although we believe that our investment to construct an advanced packaging plant in Indiana,

United States currently meets the requirements of the CHIPS Act, there can be no assurance that the CHIPS Act will not be further amended or terminated, or that our Indiana investment will continue to satisfy such requirements.

As part of its efforts to promote a robust semiconductor supply chain, the U.S. Government also initiated the Chip 4 Alliance, a new U.S.-Asian

semiconductor partnership among the United States, Korea, Japan and Taiwan. Such an alliance has led China to take measures to more actively develop its semiconductor manufacturing capabilities, which in turn has reduced the percentage of our sales

in China in recent years. See “ — The memory semiconductor industry is highly competitive and our failure to successfully compete would adversely affect our business.”

In response to the above measures adopted by the United States, the Cyberspace Administration of China announced in May 2023 that Micron Technology had

failed a security review and banned China’s critical information infrastructure operators from purchasing products from Micron Technology. We are unable to predict the duration of tensions in economic and trade relations between the two

countries, and prolonged trade restrictions could have a material adverse effect on our business, financial condition and results of operations.

Impositions of anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs may have an

adverse impact on our export sales.

We sell substantially all of our products outside Korea. We continue to carefully monitor developments

with respect to trade remedy policies, including anti-dumping duties, safeguard duties,

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countervailing duties, quotas or tariffs, in all major markets in which we sell our products and seek to mitigate the related risks by adjusting supply and export arrangements as necessary and

entering into trade agreements and, where necessary, vigorously defend our rights. However, there can be no assurance that the trade agreements between Korea and its major trading partners will not be amended or that anti-dumping duties, safeguard

duties, countervailing duties, quotas or tariffs will not be imposed on our sales of products outside Korea in the future. The occurrence of any such events, including those described below, may have a material adverse impact on our business,

financial condition and results of operations.

In April 2025, under the International Emergency Economic Powers Act of 1977 (the

“IEEPA”), the U.S. President imposed a universal “reciprocal” tariff which applies to all imports from all of the trading partners (including those with free trade agreements with the United States), with a base rate of 10%,

subject to certain exceptions including semiconductors. In addition, the U.S. President imposed higher rates on imports from certain enumerated countries on a

country-by-country basis (including Korea at 15%), subject to certain exceptions including semiconductors, which implementation became effective on August 7,

2025. In February 2026, the United States Supreme Court ruled that the U.S. President has no peacetime authority to impose such tariffs under the IEEPA and that the power to impose such tariffs must come from a clear congressional grant to the U.S.

President. In response, on the same day the decision was published, the U.S. President issued a Proclamation “Imposing a Temporary Import Surcharge to Address Fundamental International Payments Problems,” imposing a 10% temporary import

surcharge on imports from all U.S. trading partners under section 122 of the Trade Act of 1974, which rate was subsequently increased to 15%. Such “Section 122” tariff, which remains subject to certain exceptions including

semiconductors, took effect on February 24, 2026, and remains in effect for 150 days. No assurance can be provided that such tariffs will not be extended or that similar tariffs will not be imposed on different grounds.

In addition to the tariff discussed above, in August 2025 and January 2026, the U.S. government threatened to impose a tariff of 100% on all imports of

semiconductors, subject to certain exceptions for businesses that make a commitment to build semiconductor facilities and invest in the United States. The imposition of any such tariffs may have a material adverse effect on our sales of

semiconductor products in the United States as well as on our downstream customers that produce finished products using our products in countries subject to such tariffs and export those products to the United States. The increases in costs and

prices due to the imposition of any such tariffs may reduce consumer demand for such products in the United States, which may in turn adversely affect the demand for our products.

Historically, tariffs have led to increased trade and political tensions. In response to the recent tariffs imposed by the U.S. government, various

countries have implemented, or have announced plans to implement, retaliatory tariffs on goods produced in the United States. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other

economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. If further tariffs are imposed on a broader range of our or our

customers’ exports, or if further retaliatory trade measures are taken by impacted foreign countries in response to additional tariffs, we or our customers may be required to adjust their prices or incur additional expenses, which may have a

material adverse impact on our business, financial condition and results of operations.

Fluctuations in exchange rates may have a material

adverse effect on our financial condition and results of operations.

There has been considerable volatility in exchange rates in recent

years, including exchange rates between the Won and the U.S. dollar. To the extent that we incur costs in one currency and make

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sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. In particular, our investments in manufacturing facilities in China have

increased the proportion of our expenses that are incurred in Chinese Yuan, while our sales in China are denominated in U.S. dollars. Accordingly, an unhedged increase in the value of the Chinese Yuan would increase our construction and

manufacturing costs and adversely impact our profitability. Changes in exchange rates can also affect the Won value of sales proceeds and operating and non-operating costs that are denominated in foreign

currencies. We are unable to increase the prices of our products to adjust fully for the negative effects of exchange rate movements because prices in the memory semiconductor industry are dictated by worldwide supply and demand. In addition,

exchange rate fluctuations can affect the Won value of our equity investments and monetary assets and liabilities denominated in foreign currencies. See “Exchange Rates.”

Appreciation of the Won may materially and adversely affect our results of operations because, among other things, it reduces the Won value of our

export sales, which are primarily denominated in U.S. dollars, and causes our export products to be less competitive by raising their prices in U.S. dollar terms. On the other hand, depreciation of the Won would create foreign exchange translation

losses and increase the amount, in Won terms, of interest and principal of our foreign currency-denominated debt, as well as increase in Won terms the cost of raw materials and equipment that we purchase from overseas sources. Under our current

operating and capital structure, appreciation of the Won generally has a net negative impact on our operating income. Although the impact of exchange rate fluctuations has in the past been partially mitigated by hedging strategies, we cannot

provide any assurance that we will be able to effectively manage such risks, and our results of operations have historically been affected by exchange rate fluctuations. Volatility in currency exchange rates may lead to losses, which could have a

material adverse effect on our financial condition and results of operations.

We may not be able to realize the anticipated benefits of our

acquisitions, which could harm our business, financial condition and results of operations.

Our success will depend, in part, on our ability

to expand our product offerings, and grow our business in response to changing technologies, consumer demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses and

technologies rather than through internal development. For example, in October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including the NAND flash memory manufacturing facility in Dalian, China, NAND flash memory

and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in December 2021 and US$2.2 billion in March 2025. We created a subsidiary in

the United States to operate the acquired business under the brand name “Solidigm.” The Chinese State Administration for Market Regulation granted a conditional business combination approval for such acquisition with certain

conditions, including the obligation to maintain a reasonable pricing policy and production level and support the entry of third-party competitors in the Chinese eSSD market for five years from December 2021. Given our current outlook for sustained

strong demand for NAND flash memory products throughout 2026, we expect the obligation to maintain a reasonable pricing policy will limit our ability to significantly increase the price of our NAND flash memory products sold in China in 2026. We may

apply for a waiver of such conditions after expiration of the five-year period, and the Chinese State Administration for Market Regulation would then determine whether to approve the waiver based on the competitive landscape of the Chinese eSSD

market at that time, among others. See “Business — Investments and Acquisitions.” In addition, as part of our efforts to expand our foundry business and 8-inch foundry capacity, we

acquired SK keyfoundry (formerly, the foundry division of Magnachip Semiconductor) in August 2022 for W 576 billion.

The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete our

identified acquisitions. In addition, there is no

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guarantee that we will be able to realize the anticipated benefits of our acquisitions. We have limited experience acquiring other businesses, and our ability to acquire and integrate other

companies and assets, particularly large or complex companies, products or technologies, in a successful manner remains subject to uncertainty.

The

risks we face in connection with acquisitions also include:

•

diversion of management time and focus from operating our business to addressing acquisition and integration challenges;

•

challenges associated with the integration of product development and sales and marketing functions of the acquired

business;

•

challenges associated with the retention of key employees from the acquired business;

•

cultural and operational challenges associated with integrating employees from the acquired business into us;

•

challenges associated with the integration of the acquired business’s accounting, management information, human

resources and other administrative systems;

•

the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have

lacked effective controls, procedures and policies;

•

liability for activities of the acquired business before the acquisition, including intellectual property infringement

claims;

•

unanticipated impairment of goodwill; and

•

litigation or other claims in connection with the acquired company, including claims from terminated employees, customers,

former shareholders or other third parties.

Our failure to address these risks or other problems encountered in connection with

our past or future acquisitions could result in our failure to realize the anticipated benefits of these acquisitions, cause us to incur unanticipated liabilities, or could otherwise harm our business generally. Future acquisitions could also result

in dilutive issuances of our equity securities or the incurrence of debt, contingent liabilities, amortization expenses or incremental operating expenses.

Our investments and acquisitions may not be successful, which may adversely affect our competitive position and impair our ability to achieve our

business objectives.

We continually seek out opportunities to further our strategic objectives, including by making investments and

acquisitions, to further solidify our market position as a leading semiconductor company in the world. Such strategic initiatives have increased in response to the growing diversity and complexity of memory semiconductors and applications, demand

for technological enhancements and increasing costs associated with keeping pace with industry developments. We believe that such strategic initiatives will not only assist in maintaining and growing our presence in existing markets but also provide

us with a cost-effective means of accessing new markets, products and technologies.

From time to time, we have acquired minority equity stakes in

other industry players to further strengthen our business relationships and may do so again in the future. For example, in June 2018, we participated as a member of a consortium led by Bain Capital (the “Bain Consortium”) in its purchase

of a stake in Kioxia from Toshiba Corporation. As a member of the Bain Consortium, we invested W 2,637 billion for an indirect

limited partnership interest in BCPE Pangea Intermediate Holdings Cayman, L.P. (“SPC 1”), which in turn holds an equity interest in Kioxia. In addition, we invested

W 1,279 billion to acquire a convertible bond issued by a second special purpose company, BCPE Pangea Cayman2 Limited (“SPC 2”),

which is convertible into an approximately 15.0% equity interest in SPC 2. SPC 2 in turn holds an equity interest in Kioxia. As of March 31, 2026, the book value of our investment in SPC 1 was W 6,616 billion, and

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the book value of our investment in the convertible bond issued by SPC 2 was

W 13,609 billion, which are accounted for as financial assets measured at fair value through profit or loss. In June 2026, SPC 1

completed the sale of all of its remaining equity interest in Kioxia.

Strategic initiatives involve a number of risks, including potential

disagreements with consortium partners and diversion of management attention. Our consortium partners may have economic or business interests that are inconsistent with ours, take actions contrary to agreed policies or objectives, undergo a change

of control, experience financial and other difficulties or be unable or unwilling to fulfill their obligations. Our failure to address such risks or other problems encountered in connection with our past or future investments could cause us to fail

to realize the anticipated benefits of such investments, cause us to incur unanticipated liabilities, or could otherwise harm our business relationships and reputation. In addition, our investments may become subject to unanticipated impairment

losses (or losses for financial assets measured at fair value through profit or loss) if the value of the invested assets declines. Any such developments could have a material adverse effect on our business, financial condition and results of

operations.

We may not be able to successfully execute our diversification strategy.

As part of our overall strategy, we have been striving to diversify our business to areas other than DRAM and NAND flash memory semiconductors in recent

years, and some of our diversification efforts may not succeed. As part of our efforts to expand our foundry business and 8-inch foundry capacity, we acquired SK keyfoundry in August 2022 for W 576 billion. In addition, from time to time, we have expanded our product portfolio into

non-memory semiconductors, including CISs that are used to perform the role of electronic film in digital photographing devices such as smartphones, tablets, PC laptops and surveillance cameras. In March 2025,

we decided to integrate our CIS business unit into our AI memory operations as part of our strategy to strengthen our competitiveness.

The

success of our diversification strategy will depend, in part, on our ability to realize the growth opportunities and anticipated synergies among our diversified businesses, which in turn will be subject to numerous factors, including the recruitment

of qualified personnel and establishment of new business relationships, as well as expansion of existing relationships with various customers and suppliers, procurement of necessary technology and know-how and

access to investment capital at a reasonable cost. Our failure to successfully execute our diversification strategy may adversely affect our business, financial condition and results of operations.

We may be unable to adequately protect our intellectual property rights or successfully defend against third-party infringement claims, which

could impair our operations and competitiveness and harm our business and future prospects.

We develop and acquire significant intellectual

property and own the related intellectual property rights around the world that support our products, research and development, and other activities and assets. As of March 31, 2026, on a standalone basis, we owned 4,823 patents, 130 trademarks,

18 copyrights and seven design rights in Korea and 16,680 patents, 263 trademarks, one copyright and four design rights outside Korea. Because of the fast pace of innovation and product development, our products are often obsolete before

the patents related to them expire, and in some cases our products may be obsolete before the patents are granted. While our intellectual property rights are important to our success, our business as a whole is not significantly dependent on any

single patent, copyright or other intellectual property right. Our ability to compete successfully also depends on our ability to operate without infringing the proprietary rights of others. The memory semiconductor industry is characterized by

frequent disputes and litigation regarding patent and other intellectual property rights. As is typical in the industry, we have from time to time received communications from third parties asserting their patents against our products and alleging

our infringement of their intellectual property rights. We expect to

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receive similar communications in the future. For example, on February 17, 2026, as supplemented on February 25, 2026 and March 16, 2026, MonolithIC 3D Inc. of Allen, Texas

(“MonolithIC”) filed a complaint with the United States International Trade Commission (“ITC”) naming us and Kioxia as respondents, alleging among others that certain of our DRAM and NAND flash memory products infringe seven

patents owned by MonolithIC. The complaint requested that the ITC institute an investigation pursuant to Section 337 of the Tariff Act of 1930 and issue a limited exclusion order and cease and desist orders. On March 26, 2026, the ITC

announced its decision to institute an investigation. Subsequently, the ITC set August 30, 2027 as the target date for the completion of the investigation. In addition, on May 11, 2026, as supplemented on May 28, 2026 and June 1, 2026,

MonolithIC filed a second complaint with the ITC naming us and Kioxia as respondents, alleging among others that certain of our DRAM and NAND flash memory products infringe an additional five patents owned by MonolithIC and seeking relief similar to

those sought in the above-described initial complaint. On June 10, 2026, the ITC announced its decision to institute an investigation. The target date for the completion of the second investigation has not been set by the ITC. The

investigations are ongoing, and we are currently unable to predict their outcomes.

In the event that any third party is adjudicated to have a valid

intellectual property claim against us, we may be required to:

•

refrain from selling the affected products in certain markets;

•

make royalty payments or pay significant monetary damages, which may exceed our reserves for such matters;

•

seek to develop non-infringing technologies, which may be costly or time-consuming

or may not be feasible; and

•

seek to acquire licenses to the infringed technology, which may not be available on commercially reasonable terms, if at

all.

Any of the foregoing, as well as our inability to adequately protect our intellectual property rights, could have a material

adverse effect on our business, financial condition and results of operations.

We rely on technology provided by third parties, and

our business may suffer if we are unable to renew our licensing arrangements with them.

We have entered into technology license and

cross-license agreements with third parties that give those parties the right to use patents and other technologies developed by us, as well as provide us with the right to use patents and other technologies developed by them. We anticipate that we

will continue to enter into various licensing and cross-licensing arrangements in the future, which may increase our payments of licensing fees and royalties. If we are unable to enter into or renew technology licensing arrangements on acceptable

terms, we may lose the legal right to use certain of the technologies we employ in manufacturing our products, which may prevent us from manufacturing and selling key products. In addition, we could be disadvantaged if our competitors obtain

licenses for important technologies on more favorable terms than us. In the future, we may also need to obtain additional licenses for new or existing technologies. Our failure to secure or renew license agreements on acceptable terms may materially

and adversely affect our business, financial condition and results of operations.

Products that do not meet customer specifications, contain

or are perceived to contain defects or are otherwise incompatible with their intended uses could impose significant costs on us.

The design

and production processes for our products, including DRAMs and HBMs, are highly complex. We may produce products that do not meet customer specifications, contain or are perceived to contain defects or are otherwise incompatible with their intended

uses. Under our general terms and conditions of sale and in accordance with industry practice, we provide a multi-year warranty that is

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usually limited to repair or replacement of defective items or return of, or a credit with respect to, amounts paid for such items. From time to time, we may provide more extensive warranty

coverage to certain customers. We may incur substantial costs in remedying defects in our products, which could include material inventory write-downs. Moreover, if actual or perceived problems with nonconforming, defective or incompatible products

occur after we have shipped our products, we may not only have liability for providing replacements or otherwise compensating customers but also suffer damage to our relationship with important customers or to our reputation, which could have a

material adverse effect on our business, financial condition and results of operations.

Breaches of our security systems or

products, systems failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our systems or those of our customers, suppliers or business partners could expose us to losses.

We maintain a system of controls over the physical security of our facilities. We also manage and store various proprietary information and confidential

data relating to our operations. In addition, we process, store and transmit data relating to our customers, suppliers and employees, including sensitive personal information. Unauthorized persons, employees, former employees, nation states or other

parties may gain access to our facilities or technology infrastructure and systems through fraudulent means and may steal trade secrets or other proprietary information, compromise confidential information, create system disruptions or have other

impacts. This risk is exacerbated as competitors for talent, particularly engineering talent, attempt to hire our employees. Through cyberattacks on technology infrastructure and systems, unauthorized parties may obtain access to our computer

systems, networks and data, including cloud-based platforms. Our technology infrastructure and systems and those of our suppliers, vendors, service providers, cloud solution providers and partners have in the past experienced, and may in the future

experience, such attacks, which could materially impact our operations.

Cyberattacks can include ransomware, denial-of-service attacks, zero-day

attacks, supply chain attacks, “phishing” and other forms of social engineering, exploitation of open source software vulnerabilities, and other malicious software programs or other attacks, as well as intentional or unintentional acts

by employees or other insiders with access privileges. The emergence and maturation of AI capabilities may also lead to new or more sophisticated methods of attack. Globally, cyberattacks are increasing in number and the attackers are increasingly

organized and well-financed, or supported by state actors, and are developing increasingly sophisticated systems to not only attack, but also to evade detection. In addition, geopolitical tensions or conflicts may create a heightened risk of

cyberattacks.

Breaches of our physical security, including break-ins, sabotage or vandalism, attacks on our technology infrastructure and systems,

security breaches or incidents, or attacks on our customers, suppliers, or business partners who maintain or otherwise process confidential or sensitive information regarding us and our customers and suppliers, could result in damage to, or loss,

disruption, or unavailability of data or systems, or inappropriate disclosure, destruction or loss of confidential or sensitive information. In addition, our systems and those of our third-party vendors may experience service interruptions, data

loss or compromise and outages, for other reasons, including human error, pandemics, fires, other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other

geopolitical unrest, computer viruses, ransomware, and other malicious software, changes in social, political, or regulatory conditions or in laws and policies, or other changes or events. Any such event, or the perception it has occurred, may

result in significant losses and damage our reputation with customers and suppliers and may expose us to claims, demands and litigation.

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Products and the systems and applications that incorporate or otherwise utilize our products are also

targets for cyberattacks. While some of our products contain encryption, security algorithms or features designed to help protect third-party content, user-generated data stored on our products, or the functionality of our products as intended,

systems and applications that utilize these products could be compromised, breached or circumvented by motivated attackers. In addition, our products contain sophisticated hardware, firmware and software (some of which is provided by third parties)

that may contain weaknesses or defects in design or manufacture, including “bugs” and other problems that could interfere with the intended operation of our products or be potentially exploited by such attackers. If systems or

applications that utilize our products experience a cyberattack, our products are attacked, or our suppliers, third-party service providers, cloud solution providers or sub-processors are attacked, this could harm our business by requiring us to

employ additional resources to remediate the errors or defects, and could expose us to litigation, claims and harm to our reputation.

We cannot be

certain that any applicable insurance coverage we maintain will be adequate or otherwise protect us with respect to claims, expenses, fines, penalties, business loss, data loss, litigation, regulatory actions or other impacts arising from security

breaches or incidents, or that such coverage will continue to be available on acceptable terms or at all. Any of the foregoing security risks could have a material adverse effect on our business, financial condition and results of operations.

New and evolving laws and regulations relating to cybersecurity, data privacy, digital products and AI impose requirements for information

confidentiality, integrity, availability, personal and proprietary data collection, storage, use, sharing, deletion and AI systems to be appropriately transparent, fair, secure, responsibly deployed and accountable. Along with these laws and

regulations, standards and market expectations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers’, suppliers’ or partners’ reluctance to share

information or solutions due to actual or perceived inadequate controls. Compliance with, or our failure, or the failure of our third-party sales channel partners or agents, to comply with, laws, regulations or industry standards could have a

material adverse effect on our business, financial condition and results of operations.

We may be adversely impacted by uncertainties and

outcomes associated with the use and evolution of AI.

We are increasingly incorporating AI capabilities into the development of technologies

and our business operations. AI technology is complex and rapidly evolving, and may expose us to significant competitive, legal, regulatory and other risks. The implementation of AI can be costly and there is no guarantee that our use of AI will

enhance our technologies, benefit our business operations, or produce products and services that are preferred by our customers. AI will continue to increase or change the competitive environment in our markets. Our competitors may be more

successful in their AI strategy or they may have access to greater AI resources or technology and develop superior products and services.

AI

algorithms or training methodologies may be flawed, and datasets may contain irrelevant, insufficient or biased information, which can cause errors in outputs. The use of AI in the development of our products and services could also cause loss of

intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity. AI is also the subject of an evolving set of legal requirements and regulations, and we may be

subject to new and conflicting laws and regulations. Any of these matters may give rise to legal liability, damage our reputation and may have a material adverse impact on our business, financial condition and results of operations.

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Sanctions against us and other memory semiconductor producers for allegedly anti-competitive

practices may have a direct or indirect material adverse impact on our operations.

From time to time, we may become subject to

investigations by government authorities as well as legal proceedings related to alleged involvement in anti-competitive practices. In the past, we and other DRAM manufacturers were investigated by the Antitrust Division of the U.S. Department of

Justice, and class action lawsuits have been filed against us and other DRAM manufacturers in various federal district courts and state courts alleging violations of U.S. antitrust laws, unfair competition laws and other related laws. Generally,

such class action cases are filed on behalf of classes of individuals and entities who purchased DRAM directly or indirectly from the various DRAM suppliers. The “indirect purchaser” plaintiffs include purchasers of consumer products,

such as computers, in which DRAM is a component, and other purchasers that did not purchase DRAM directly from a manufacturer. Any sanctions imposed against us, or adverse outcomes from legal proceedings, for allegedly anti-competitive practices

could result in liability to us, damage to our reputation, loss of experienced personnel or other consequences, any of which may have a material adverse effect on our business, financial condition and results of operations.

Severe health epidemics (such as the global COVID-19 pandemic and any possible occurrences of other types

of widespread infectious diseases) could materially and adversely affect our business, results of operations or financial condition.

If

severe health epidemics were to occur in the future in any area where any of our assets, suppliers or customers are located, our business, results of operations or financial condition could be adversely affected. For example, COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2, was declared a “pandemic” by the World Health Organization in March 2020. The global outbreak of COVID-19 led to global economic and financial disruptions and adversely affected our business operations. Risks associated with COVID-19 or other types of widespread

infectious diseases include:

•

disruption in the normal operations of our business resulting from contraction of infectious diseases by our employees,

which may necessitate our employees to be quarantined and/or our manufacturing facilities or offices to be temporarily shut down;

•

fluctuations of the Won against major foreign currencies (see “— Fluctuations in exchange rates may result in

foreign exchange losses”);

•

an increase in unemployment among, and/or decrease in disposable income of, consumers who purchase the products

manufactured by our customers and a decline in overall consumer confidence and spending levels, which in turn may decrease demand for our products;

•

disruption in the normal operations of the businesses of our customers, which in turn may decrease demand for our products;

•

disruption in the supply of raw materials, components and equipment from our suppliers and vendors;

•

disruption in the delivery of our products to our customers;

•

unstable global and Korean financial markets, which may adversely affect our ability to meet our funding needs on a timely

and cost-effective basis; and

•

decreases in the fair value of our investments in companies that may be adversely affected by the pandemic.

In the event that a future recurrence of COVID-19 or an occurrence of other types of

widespread infectious diseases cannot be effectively and timely contained, our business, financial condition and results of operations may be materially and adversely affected.

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We may be unable to operate our business successfully if we are unable to retain and recruit

qualified personnel.

Our success depends to a significant extent on the continued services of our senior management and research and

development, engineering and other specialized personnel, and on our ability to continue to attract, retain and motivate such key employees. Generally, our employees are not bound by employment or

non-competition agreements and competition within the memory semiconductor industry for highly qualified employees is intense. There can be no assurance that we will not experience difficulty in recruiting and

retaining qualified employees. Our business could suffer if we lose the services of any of our key personnel and cannot adequately replace them in a timely manner.

Work stoppages and other labor-related issues may adversely affect our operations.

As of March 31, 2026, we had collective bargaining agreements with three labor unions, the two largest of which represented a total of 15,684

employees. Our latest collective bargaining agreements with such labor unions came into effect in April 2024 for a two-year term. We also engage in wage negotiations each year, which are retroactively

applied for that year. In addition, we operate a profit-sharing incentive program linked to our operating results, which utilizes 10% of our operating profit as determined under the Korean International Financial Reporting Standards

(“K-IFRS”).

We have not experienced a strike or other material work stoppage in recent years. However, there can be no assurance that

our relationship with our employees will not deteriorate in the future and any labor unrest, work stoppages or strikes could prevent our production facilities from continuing normal operations, which in turn may have a material adverse effect on our

business, financial condition and results of operations.

We are subject to strict environmental, health and safety regulations, and we may

become subject to penalties or restrictions that could cause our operations to be interrupted or result in significant compliance expenses.

We have manufacturing facilities in Korea and China. Our operations involve the use of chemicals and generate chemical waste, wastewater and other

industrial waste at various stages in the manufacturing process, and we are subject to a variety of environmental, health and safety laws and regulations of local or national governments relating to the use, storage, discharge and disposal of such

chemical by-products and waste substances. We are also subject to restrictions on using certain raw materials in our manufacturing process in fabs located in certain locations. We have installed various types

of anti-pollution equipment, consistent with industry standards, for the treatment of chemical waste and equipment for the recycling of treated water and other industrial waste at our various facilities. Our ESG Management Committee, chaired by our

Chief Executive Officer, serves as the core executive-level decision-making body for our environmental, social and governance (“ESG”) management policies. Key matters discussed by such committee are reported upward to the Sustainable

Management Committee under the Board, which provides company-wide oversight and final endorsement of ESG strategy, targets and performance. For a description of our Sustainable Management Committee, see “Management — Committees of the

Board — Sustainable Management Committee.”

Furthermore, heightened global awareness and international and national commitments to

reduce greenhouse gas emissions and counteract climate change (including increased activism by non-governmental and political organizations campaigning against fossil fuel extractions) may lead to increased costs for us, our customers and

our suppliers. Investor preferences and sentiments are also influenced by ESG considerations including climate change and the transition to a lower carbon economy. Changes in such preferences and sentiment, including increased scrutiny from market

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participants, environmental organizations or the press, as well as compliance with such new and more stringent environmental obligations relating to greenhouse gas emissions may require

additional capital expenditures or modifications in operating practices, as well as additional reporting obligations.

We cannot provide assurance

that environmental, health and safety claims will not be brought against us or that local or national governments will not take steps toward adopting more stringent standards. Sourcing of raw materials could also present reputational risks if our

direct or indirect suppliers are found to be in violation of environmental, health and safety regulations, or of ethical or human rights regulations or standards. Any failure on our part to comply with any present or future environmental, health and

safety regulations could result in the assessment of damages or clean-up costs or the imposition of fines or other penalties against us, a suspension of production, cessation of operations or relocation of

manufacturing facilities to different locations. In addition, new environmental, health and safety regulations could require us to acquire costly equipment or to incur other significant compliance expenses that may materially and negatively affect

our business, financial condition and results of operations.

We are subject to safety regulations, and our operations could expose us to

substantial liabilities.

The Serious Accident Punishment Act of Korea (the “SAPA”) imposes criminal liability on individuals and

entities responsible for “serious accidents.” Under the SAPA, the term “serious accident” encompasses not only accidents at industrial sites, such as factories or construction sites, but also “public” disasters

caused by defects in the design, manufacture, installation and management of products, product ingredients or public facilities or transportation. The SAPA imposes criminal liability against (i) business owners or executives (as defined by the law)

who fail to ensure the safety of their business operations and (ii) businesses or institutions that fail their supervisory duties. In case of willful misconduct or gross negligence, the SAPA also imposes punitive damages of up to five times the

actual damages. Our operational activities involve inherent risks that may result in accidents involving serious injury or loss of life, environmental damage or property damage. Even though we plan to prioritize on-site safety management by engaging

in communications with different stakeholders and investing more in safe environments, there is no guarantee that there will not be accidents due to our inherent operating risks. Although we have analyzed the potential impacts of the SAPA on us and

aligned our policies, internal regulations and manuals in preparation for the implementation of the SAPA, there is no guarantee that the SAPA would not adversely affect our business, financial condition and results of operations.

Under the SAPA, businesses may avoid punishment if it is found that they duly performed their duties to ensure the safety and health of the participants

in their business operations. However, we cannot assure you that, despite all precautionary and preventative measures undertaken by us, these measures will prove to be fully effective at all times or that an incident that could cause harm to our

reputation and operation will not happen in the future, including due to factors beyond our control.

Related party transactions that we

engage in are subject to scrutiny by the Korea Fair Trade Commission and the Korean tax authorities.

Our business relationships and

transactions with our subsidiaries, affiliates and other related parties are subject to ongoing scrutiny by the Korea Fair Trade Commission as to, among other things, whether such relationships and transactions constitute undue financial support

among companies of the same business group. We engage in various transactions with our subsidiaries and affiliates on an arm’s-length basis. See “Certain Relationships and Related Party

Transactions.” We are also subject to fair trade regulations limiting guarantees of debt and cross-shareholdings among member companies of the SK Group. In addition, our material business transactions

with our subsidiaries,

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affiliates and other related parties, including member companies of the SK Group, are subject to approval by the Board pursuant to the Korean Commercial Code (the “KCC”) and the

Monopoly Regulation and Fair Trade Act and are subject to public disclosure requirements under the Monopoly Regulation and Fair Trade Act. Any future determinations by the Korea Fair Trade Commission that we have engaged in transactions that violate

applicable fair trade laws and regulations may result in fines or other punitive measures and may have a material adverse effect on our reputation and our business.

In addition, under Korean tax law, there is an inherent risk that our transactions with our subsidiaries, affiliates or any other person or company that

is related to us may be challenged by the Korean tax authorities if such transactions are viewed as having been made on terms that were not on an arm’s-length basis. If the Korean tax authorities

determine that any of our transactions with related parties was not on an arm’s-length basis, we would not be permitted to deduct the amount equivalent to such undue financial support as expenses, which

may have adverse tax consequences for us.

We may pursue spin-offs or initial public offerings of, or selling portions of our interests in,

our subsidiaries, which could dilute our ownership interest and reduce the benefits we receive from those subsidiaries.

We may, from time to

time, explore the possibility of spinning off or conducting an initial public offering of, or selling portions of our interests in, one or more of our subsidiaries. If a subsidiary were to conduct a public offering or issue additional equity

securities to third parties after a spin-off, or if we were to dispose of a portion of our ownership interest in such subsidiary, our ownership interest in that subsidiary could be diluted. As a result, our share of that subsidiary’s future

earnings and cash flows may decrease, and we may have reduced control over its operations and strategic decisions. In addition, investors may attribute a portion of the value of such subsidiary directly to its publicly traded securities rather than

to our common shares and the ADSs, which could adversely affect the market price of such securities.

In March 2026, the Government announced its

intention to introduce regulations during the first half of 2026 that would, in principle, prohibit or restrict new listings of subsidiaries of listed Korean companies, subject to certain exceptions that have not yet been identified. If such

regulations are adopted, our ability to pursue listings of our subsidiaries and raise proceeds may become significantly limited.

Risks Relating to Korea

If economic conditions in Korea deteriorate, our current business and future growth could be materially and adversely affected.

We are incorporated in Korea and a significant portion of our assets are located in Korea. As a result, we are subject to political,

economic, legal and regulatory risks specific to Korea, and our performance and successful execution of our operational strategies are dependent on the overall Korean economy. The economic indicators in Korea in recent years have shown mixed signs

of growth and uncertainty, and future growth of the Korean economy is subject to many factors beyond our control, including developments in the global economy.

Following a period of deterioration due to the debilitating effects of the COVID-19 pandemic on the Korean

economy as well as on the economies of Korea’s major trading partners in 2020, the overall Korean economy showed signs of recovery in 2021. However, adverse conditions and volatility in the worldwide financial markets, fluctuations in oil and

commodity prices, supply chain disruptions and the increasing weakness of the global economy, as well as significant fluctuations in policy interest rates globally (including Korea), have contributed to the uncertainty of global economic prospects

in recent years and have adversely affected, and may continue to adversely affect, the Korean economy. The value of the Won relative to major foreign currencies, in particular the U.S. dollar, has fluctuated

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significantly and, as a result of uncertain global and Korean economic, social and political conditions, there has been significant volatility in the stock prices of Korean companies recently.

Future declines in the Korea Composite Stock Price Index (the “KOSPI”), and large amounts of sales of Korean securities by foreign investors and subsequent repatriation of the proceeds of such sales may adversely affect the value of the

Won, the foreign currency reserves held by financial institutions in Korea, and the ability of Korean companies to raise capital. Any future deterioration of the Korean or global economy could adversely affect our business, financial condition and

results of operations and the market price of our common shares and the ADSs.

Other developments that could have an adverse impact on Korea’s

economy include:

•

declines in consumer confidence and a slowdown in consumer spending, including as a result of higher levels of market

interest rates;

•

the imposition of significant tariffs on the Republic’s exports by any of the Republic’s major export markets,

including the United States, as well as any countermeasures or policy responses adopted by the Government;

•

shortages of imported raw materials, natural resources, rare earth minerals or component parts due to disruptions to the

global supply chain;

•

rising inflationary pressures leading to increases in costs of goods and services and a decrease in purchasing power;

•

hostilities or political or social tensions involving countries in the Middle East (including those resulting from the

military conflicts between Iran and other countries, including the United States and Israel) and Northern Africa and any material disruption in the global supply of oil or sudden increase in the price of oil;

•

hostilities or political or social tensions involving Russia (including the Russia-Ukraine war and the ensuing actions

against Russia) and any resulting adverse effects on the global supply of oil and other natural resources or the global financial markets;

•

adverse conditions or developments in the economies of countries and regions that are important export markets for Korea,

such as China, the United States, Europe and Japan, or in emerging market economies in Asia or elsewhere, including as a result of the deterioration of economic and trade relations among such countries or impositions of significant tariffs by any

such country and increased uncertainties in the global financial markets and industry;

•

adverse changes or volatility in foreign currency reserve levels, interest rates, inflation rates, commodity prices

(including oil prices), exchange rates (including fluctuations of the U.S. dollar, Euro or Japanese Yen exchange rates or revaluation of the Chinese Yuan) or stock markets;

•

political uncertainty or increasing strife among or within political parties in Korea following the declaration of martial

law by former President Yoon Suk-yeol in December 2024 that led to his impeachment and subsequent removal in April 2025 and the election of Mr. Lee Jae-myung as

President in June 2025;

•

interest rate fluctuations as well as perceived or actual changes in policy rates, or other monetary and fiscal policies

set forth, by the U.S. Federal Reserve, Korea and other central banks;

•

the occurrence of severe health epidemics in Korea or other parts of the world;

•

a deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including

deterioration resulting from territorial or trade disputes or disagreements in foreign policy;

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•

the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements;

•

increased sovereign default risks in select countries and the resulting adverse effects on the global financial markets;

•

a deterioration in the financial condition or performance of small- and

medium-sized enterprises and other companies in Korea;

•

investigations of large Korean business groups and their senior management for possible misconduct;

•

a continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers in Korea;

•

social and labor unrest;

•

substantial changes in the market prices of Korean real estate;

•

a substantial decrease in tax revenues and a substantial increase in the Government’s expenditures for fiscal

stimulus measures, unemployment compensation and other economic and social programs, which, together, would likely lead to a national budget deficit as well as an increase in the Government’s debt;

•

financial problems or lack of progress in the restructuring of Korean business groups, other large troubled companies,

their suppliers or the financial sector;

•

loss of investor confidence arising from corporate accounting irregularities or corporate governance issues concerning

certain Korean companies;

•

increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the

declining population size in Korea;

•

a continued decrease in the population and birthrates in Korea;

•

geopolitical uncertainty and the risk of further attacks by terrorist groups around the world;

•

natural or man-made disasters that have a significant adverse economic or other

impact on Korea or its major trading partners; and

•

an increase in the level of tensions or an outbreak of hostilities between North Korea and Korea or the United States.

Escalations in tensions with North Korea could have an adverse effect on us and the market value of our common shares and

the ADSs.

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between

Korea and North Korea has fluctuated and may increase abruptly as a result of current and future events. In particular, there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon, ballistic missile

and satellite programs as well as its hostile military actions against Korea.

North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty in January 2003 and has conducted six rounds of nuclear tests since October 2006, including claimed detonations of hydrogen bombs and warheads that can be mounted on ballistic missiles. Over

the years, North Korea has continued to conduct a series of missile tests, including missiles launched from submarines and intercontinental ballistic missiles that it claims can reach the United States mainland. North Korea has increased the

frequency of such activities since the beginning of 2022, firing numerous ballistic missiles, including intercontinental ballistic missiles, and in November 2023, successfully launched its

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first spy satellite. In response, the Government has repeatedly condemned North Korea’s provocations and flagrant violations of relevant United Nations Security Council resolutions. Over

the years, the United Nations Security Council has passed a series of resolutions condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea as did the United States and the European Union.

North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. Although

bilateral summit meetings between Korea and North Korea were held in April, May and September 2018 and between North Korea and the United States in June 2018, February 2019 and June 2019, there can be no assurance that the level of tensions

affecting the Korean peninsula will not escalate in the future. Any increase in tensions, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts between Korea and North Korea or between the United States

and North Korea break down or military hostilities occur, could have a material adverse effect on the Korean economy and on our business, financial condition and results of operations and the market value of our common shares and the ADSs.

There are special risks involved with investing in securities of Korean companies.

As we are a Korean company and operate in a business and cultural environment that is different from that of other countries, there are risks associated

with investing in our securities that are not typical for investments in securities of companies in other jurisdictions.

Under the Foreign Exchange

Transactions Act of Korea and the decree, rules and regulations promulgated thereunder, if the Government deems that certain emergency circumstances, including sudden fluctuations in interest rates or exchange rates, extreme difficulty in

stabilizing the balance of payments or substantial disturbance in the Korean financial and capital markets, are likely to occur, it may impose any necessary restriction such as requiring Korean or foreign investors to obtain prior approval from the

Minister of Finance and Economy for the acquisition of Korean securities or for the repatriation of interest, dividends or sales proceeds arising from Korean securities or other types of capital transactions. Moreover, if the Government deems it

necessary on account of war, armed conflict, natural disaster or grave and sudden changes in domestic or foreign economic circumstances or similar events or circumstances, the Minister of Finance and Economy may temporarily suspend performance under

any or all foreign exchange transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange) or impose an obligation to deposit or sell any means of payment to

the Bank of Korea, the Foreign Exchange Equalization Fund of Korea, or certain other governmental agencies or financial institutions. In making an investment decision, investors must rely upon their own examination of us, the terms of the offering

and the financial and other information contained in this prospectus.

Risks Relating to the ADSs and the Offering

The trading prices for our common shares and the ADSs may fluctuate significantly after the offering.

Volatility in the market price of our common shares and the ADSs may prevent investors from selling their securities at or above the price that they paid

for them. The market price and market liquidity of our common shares and the ADSs may be adversely affected by a number of factors, including, but not limited to, the extent of investor interest in us, the attractiveness of our common shares and the

ADSs in comparison to other equity securities (for instance, shares issued by a company with a longer operating history in our industry), our financial performance and general market conditions. Certain additional factors that could negatively

affect, or result in fluctuations in, the price of our common shares and the ADSs include:

•

actual or anticipated variations in our results of operations;

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•

potential differences between our actual financial and results of operations and those expected by investors;

•

investors’ perceptions of our prospects and the prospects of our sector;

•

new laws or regulations or new interpretations of laws and regulations, including tax guidelines, applicable to the

semiconductor sector, our common shares and/or the ADSs;

•

general economic trends and risks in the United States, Asian or global economies or financial markets, including those

resulting from war, incidents of terrorism or responses to such events;

•

changes in our operations or earnings estimates or publication of research reports about us or the semiconductor industry;

•

market conditions affecting the Korean, Asian or global economy or in Korea or Asia specifically;

•

significant volatility in the market price and trading volume of securities of companies in the semiconductor sector, which

are not necessarily related to the operating performance of these companies;

•

additions to or departures from our management team;

•

completing (or failing to complete) additional acquisitions or investments;

•

speculation in the press or investment community;

•

changes in the credit ratings or outlook assigned to Asian countries, particularly Korea, and entities in the semiconductor

sector;

•

political conditions or events in Korea, the United States and other countries; and

•

enactment of legislation or other regulatory developments that adversely affect us or our industry.

The Cornerstone Investors have, severally and not jointly, indicated an interest in purchasing up to an aggregate of US$7 billion of the ADSs

offered in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase, any of the

Cornerstone Investors may determine to purchase more, fewer, or no ADSs in this offering, or the underwriters may determine to sell more, fewer, or no ADSs to any of the Cornerstone Investors. If any of the Cornerstone Investors are allocated a

portion or all of, or more than, the ADSs in which they have indicated an interest in purchasing in this offering, their election to purchase any such ADSs could reduce the available public float for our ADSs.

If securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the prices

or trading volumes of our common shares and the ADSs could decline.

The trading market for our common shares and the ADSs will depend in

part on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. If no securities or industry analysts covers us, the trading price for our common shares and the ADSs may be

negatively impacted. If one or more of the analysts who covers us downgrades us or releases negative publicity about our common shares and ADSs, our share price would likely decline. If one or more of these analysts ceases to cover us or fails to

regularly publish reports on us, interest in our common shares and the ADSs may decrease, which may cause our share price or trading volume to decline.

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As a foreign private issuer, we will have different disclosure and other requirements than U.S.

domestic registrants.

As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S.

registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly

reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants

under Section 14 of the Exchange Act or the short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to

follow Korean legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.

Furthermore,

foreign private issuers are required to file their annual report on Form 20-F within four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file

their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure under the U.S. Securities Act of 1933, as amended (the

“Securities Act”), aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K

disclosing the information which we have made or are required to make public pursuant to Korean law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that

is required to be disclosed to shareholders of a U.S. company.

We cannot predict if investors will find our common shares or the ADSs less

attractive because we will rely on these exemptions. If some investors find our common shares and the ADSs less attractive as a result, there may be a less active trading market for our common shares and the ADSs and our share price may be more

volatile.

An active trading market for our ADSs may not develop or be sustained.

Prior to the completion of this offering, there has been no public market for our ADSs. Although we have applied to list our ADSs on the Nasdaq under the

symbol “SKHY,” an active trading market for our ADSs may never develop or be sustained following this offering. If an active trading market does not develop or is not sustained, you may have difficulty selling your ADSs at an attractive

price, or at all. An inactive market may also impair our ability to raise capital by selling our ADSs and our ability to acquire other companies, products or technologies by using our ADSs as consideration.

If you purchase our ADSs in this offering, you will experience substantial and immediate dilution.

If you purchase ADSs in this offering, you will experience immediate dilution of US$139.96 per ADS in the net tangible book value of your ADSs after

giving effect to the offering at the assumed initial public offering price of US$158.14 per ADS (based on the last reported trading price of our common shares on the KRX KOSPI Market as set forth on the cover page of this prospectus and 708,297,021

common shares outstanding as of March 31, 2026), because the price that you pay will be substantially greater than the net tangible book value per ADS that you acquire. For a further description of the dilution that you will experience immediately

after this offering, see “Dilution.”

ADS holders may be unable to exercise voting rights with respect to the common shares

underlying the ADSs at our shareholders’ meetings.

As a holder of ADSs, under Korean law you are not treated as one of our

shareholders and will not have the ability to exercise shareholder rights. Instead, the depositary is treated as our shareholder

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under Korean law, and your rights as an ADS holder are governed by the deposit agreement. As a holder of ADSs, you will not have direct shareholder rights and may exercise voting rights with

respect to the shares represented by the ADSs only in accordance with the deposit agreement relating to the ADSs. There are no provisions under Korean law or under our articles of incorporation that limit the exercise by ADS holders of their voting

rights through the depositary with respect to the underlying common shares. However, there are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with

these holders. ADS holders may be unable to exercise voting rights with respect to the common shares underlying the ADSs as a result of these practical limitations. Except as described in this prospectus, holders of our ADSs will not be able to

exercise voting rights attaching to the common shares.

Substantial sales of our common shares or the ADSs after the offering could

cause the price of our common shares or the ADSs to decrease.

The market price of our common shares and the ADSs may decline as a result of

sales of a large number of common shares and the ADSs in the market after this offering or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity

securities in the future at a time and at a price that we deem appropriate.

Our shareholders or entities controlled by them or their permitted

transferees will be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC, as well as

any other regulation (including anti-trust rules) that may apply. If any of shareholders, the affiliated entities controlled by them or their respective permitted transferees were to sell a large number of their shares, the market price of our

common shares and the ADSs may decline significantly. In addition, the perception in the public markets that sales by them might occur may also adversely affect the market price of our common shares and the ADSs.

You may not receive distributions on the common shares represented by the ADSs or any value for them if it is illegal or impractical to make them

available to holders of ADSs.

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives

on the ADSs after deducting its fees and expenses. You will receive these distributions in proportion to the number of common shares your ADSs represent. However, in accordance with the limitations set forth in the deposit agreement, it may be

unlawful or not feasible to make a distribution available to holders of ADSs. We have no obligation to take any other action to permit the distribution of the ADSs, common shares, rights or anything else to holders of the ADSs. This means that you

may not receive the distributions we make on the ADSs or any value from them if it is unlawful or not feasible to make them available to you. These restrictions may have an adverse effect on the value of your ADSs.

Holders of ADSs may be subject to limitations on transfer of their ADSs.

ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems

expedient in connection with the performance of its duties and in emergencies, and on weekends and public holidays. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a

rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. In addition, the depositary may refuse to deliver, transfer, or register transfers of ADSs generally when our

books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for

any other reason.

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If you surrender your ADSs in order to withdraw the underlying common shares, you may not be

allowed to deposit the common shares again to obtain ADSs.

Under the deposit agreement, holders of our common shares may deposit those

shares with the depositary’s custodian in Korea and obtain ADSs, and holders of ADSs may surrender ADSs to the depositary and receive our common shares. However, under the terms of the deposit agreement, the depositary is required to obtain

our prior consent to any such deposit if, after giving effect to such deposit, the total number of our common shares represented by ADSs exceeds the limits imposed by applicable laws and regulations or our articles of incorporation, or otherwise

exceeds a specified maximum that we may establish from time to time, subject to adjustment under certain circumstances. In addition, the depositary or the custodian may not accept deposits of our common shares for issuance of ADSs under

certain circumstances, including if it has been determined by us that we should block the deposit to prevent a violation of applicable Korean laws and regulations or our articles of incorporation, or if any securities registration statement or

other filing that we may be required to make with any governmental authority in Korea in connection with such deposit is not made by us. It is possible that we may not give such consent or make such securities registration statement or other filing.

Accordingly, if you surrender ADSs and withdraw the underlying common shares, you may not be allowed to deposit the common shares again to

obtain ADSs. See “Korean Foreign Exchange Controls and Securities Regulations — Government Review of Issuances of ADSs.”

You may not be able to exercise preemptive rights for additional common shares and may suffer dilution of your equity interest in us.

The KCC and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to

their existing ownership percentage whenever new shares are issued. Such subscription rights will not apply to this offering. If we offer a right to subscribe for additional new common shares or any other rights of similar nature, the depositary,

after consultation with us, may make the rights available to you or use reasonable efforts to dispose of the rights on your behalf and make the net proceeds available to you. The depositary, however, is not required to make available to you any

rights to purchase any additional common shares unless it deems that doing so is lawful and feasible and:

•

a registration statement filed by us under the Securities Act is in effect with respect to those shares; or

•

the offering and sale of those shares is exempt from, or is not subject to, the registration requirements of the Securities

Act.

The offering of ADSs and the underlying common shares in connection with this offering are being registered pursuant to the

Registration Statement on Form F-1 of which this prospectus forms a part and the issuance of the ADSs by the depositary is being concurrently registered on Form F-6. Following completion of this offering, we are under no obligation to file any

registration statement with respect to any ADSs. If a registration statement is required for you to exercise preemptive rights but is not filed by us, you may not be able to exercise your preemptive rights for additional common shares. As a result,

you may suffer dilution of your equity interest in us.

We may amend the deposit agreement without your consent and for any reason

and, if you disagree with our amendments, your choices will be limited to selling the ADSs or surrendering the ADSs for cancelation and withdrawing the underlying common shares.

We may agree with the depositary to amend the deposit agreement without your consent and for any reason. If an amendment increases fees to be charged to

ADS holders or prejudices a substantial existing

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right of ADS holders, it will not become effective until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by

continuing to hold your ADSs, to have agreed to the amendment and to be bound by the amended deposit agreement. If you do not agree with an amendment to the deposit agreement, your choices will be limited to selling the ADSs or surrendering the ADSs

for cancelation and withdrawing the underlying common shares. No assurance can be given that a sale of ADSs could be made at a price satisfactory to you in such circumstances.

Holders of ADSs will not be able to exercise dissenter’s rights unless they have surrendered the ADSs for cancelation, and withdrawn the

underlying common shares and become our direct shareholders.

In some limited circumstances, including the transfer of the whole or any

significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their shares under Korean law. A holder of ADSs will not be able to exercise dissenter’s

rights unless such holder has surrendered the ADSs for cancelation, and withdrawn the underlying common shares and become our direct shareholder. See “Description of Articles of Incorporation and Capital Stock — Rights of Dissenting

Shareholders.”

Fluctuations in the exchange rate between the Won and the U.S. dollar may have a material adverse effect on the

value of the ADSs or the common shares in U.S. dollar terms.

Cash dividends, if any, in respect of the common shares represented by the ADSs

will be paid to the depositary in Won and then converted by the depositary into U.S. dollars, subject to certain conditions. Accordingly, fluctuations in the exchange rate between the Won and the U.S. dollar will affect, among other things, the

amounts a holder will receive from the depositary in respect of dividends, the U.S. dollar value of the proceeds that a holder would receive upon sale in Korea of the common shares obtained upon surrender of the ADSs and the secondary market price

of the ADSs.

Our common shares are traded on the KRX KOSPI Market and our ADSs will trade on the Nasdaq, which may result in price variations

and adversely affect the liquidity and value of the ADSs.

Our common shares are traded on the KRX KOSPI Market and our ADSs will trade on

the Nasdaq. Trading in our ADSs or common shares on these markets takes place in different currencies (U.S. dollars on the Nasdaq and Korean Won on the KRX KOSPI Market), at different times (resulting from different time zones, different

trading days and different public holidays in the United States and Korea) and among a different investor base. The trading prices of our common shares and our ADSs on these two markets may differ due to these and other factors. Any

decrease in the price of our common shares on the KRX KOSPI Market could cause a decrease in the trading price of our ADSs on the Nasdaq. Investors could seek to sell or buy our common shares or ADSs to take advantage of any price differences

between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our common share prices on the KRX KOSPI Market and the ADSs on the Nasdaq. In addition, holders of ADSs cannot

immediately surrender their ADSs and withdraw the underlying common shares for trading on the KRX KOSPI Market without effecting necessary procedures with the depositary. This could result in time delays and additional cost for holders of ADSs.

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We will be required to assess our internal control over financial reporting on an annual basis

and any future adverse findings from such assessment could result in a loss of investor confidence in our financial reports, and significant expenses to remediate any internal control deficiencies and could ultimately have an adverse effect on the

market price of the ADSs.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with the second annual report we file

with the SEC, our management will be required to report on the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial

reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting, and can provide no assurance that

from time to time we will not identify concerns that could require remediation. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial

reporting. In connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation. In

addition, if we fail to maintain the adequacy of our internal control over financial reporting we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404

which may have an adverse effect on us.

The requirements of being a public company may strain our resources, divert management’s

attention and affect our ability to attract and retain qualified board members.

Following the completion of the offering, we will be

required to comply with various regulatory and reporting requirements, including those required by the SEC, in addition to our existing reporting requirements by the Korea Exchange. Complying with these reporting and regulatory requirements will be

time consuming, resulting in increased costs to us or other adverse consequences. As a public company, we will be subject to the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, as well as to the Financial

Investment Services and Capital Markets Act (the “FSCMA”) and Korea Exchange public disclosure rules. These requirements may place a strain on our systems and resources. The Exchange Act applicable to us requires that we file annual and

current reports with respect to our business and financial condition. Likewise, the FSCMA and Korea Exchange public disclosure rules require that we make annual, semi-annual and quarterly filings and that we comply with disclosure obligations

including current reports. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and

procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements

applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, results of operations and financial condition.

As a foreign private issuer, we are not subject to certain corporate governance rules applicable to U.S. listed companies.

We rely on a provision in the Nasdaq corporate governance listing standards that allows us to follow Korean law with regard to certain aspects of

corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq. For example, we are exempt from

Nasdaq regulations that require a listed U.S. company, among other things, to:

•

have a majority of the board of directors consist of independent directors;

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•

require non-management directors to meet on a regular basis without management

present;

•

have an independent compensation committee;

•

have an independent nominating committee; and

•

seek shareholder approval for the implementation of certain equity compensation plans and issuances of common shares.

As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. See

“Management — Foreign Private Issuer Status.” While our Audit Committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies

listed on the Nasdaq, because we are a foreign private issuer, our Audit Committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three

members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.

We will have broad discretion in the use of the net proceeds to us from this offering.

The Board and management will retain broad discretion in the application, and timing of application, of the net proceeds to us from the offering. See

“Use of Proceeds.” You may not agree with how we use such net proceeds. There can be no assurance regarding the results and the effectiveness of our use of such net proceeds.

In making your investment decision, you should not rely on information in public media that is published by third parties. You should rely only on

statements made in this prospectus in determining whether to purchase our shares.

You should carefully evaluate all of the information in

this prospectus. We have in the past received, and may continue to receive, a high degree of media coverage, including coverage that is not directly attributable to statements made by our officers or employees, that incorrectly reports on statements

made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers, or employees. You should rely only on the information contained in this prospectus (or in a related free writing prospectus)

in determining whether to purchase our common shares or ADSs.

We may be subject to securities class actions, which may harm our

business and operating results.

Companies that have experienced volatility in the market price of their stock have been subject to

securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and damages and divert management’s attention from other business concerns,

which could seriously harm our business, results of operations, financial condition or cash flows.

We may also be called on to defend ourselves

against lawsuits relating to our business operations. Some of these claims may seek significant damage amounts due to the nature of our business. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of

any such proceedings. A future unfavorable outcome in a legal proceeding could have an adverse impact on our business, financial condition, and results of operations. In addition, current and future litigation, regardless of its merits, could result

in substantial legal fees, settlement or judgment costs, and a diversion of management’s attention and resources that are needed to successfully run our business.

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It may be difficult to enforce civil liabilities against us or our directors or officers.

We are a corporation organized under the laws of Korea. A majority of our directors and officers and certain other persons named in this

prospectus reside in Korea, and a significant portion of the assets of the directors and officers and certain other persons named in this prospectus and a substantial majority of our assets are located in Korea. As a result, it may not be possible

for investors to effect service of process within the United States upon us or such persons or to enforce against any of them in the United States court judgments obtained in U.S. courts, including judgments predicated upon the civil liability

provisions of the securities laws of the United States or any State or territory within the United States. There is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement of judgments of U.S. courts, of

civil liabilities predicated on the securities laws of the United States or any State or territory within the United States. See “Enforceability of Civil Liabilities.”

ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable

outcomes to the plaintiff(s) in any such action.

The deposit agreement provides that, to the fullest extent permitted by law, holders and

beneficial owners of ADSs, including those holders and owners who acquire ADSs in secondary transactions, irrevocably waive the right to a jury trial in any suit, action or proceeding against us or the depositary directly or indirectly arising out

of, based on or relating in any way to, our shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other

theory), including any suit, action, claim or proceeding under the U.S. federal securities laws. As the jury trial waiver relates to claims arising out of or relating to the ADSs or the deposit agreement, we believe that the waiver would likely

continue to apply to ADS holders or beneficial owners who withdraw the common shares from the ADS facility with respect to claims arising before the cancellation of the ADSs and the withdrawal of the common shares, and the waiver would likely not

apply to ADS holders or beneficial owners who subsequently withdraw the common shares represented by ADSs from the ADS facility with respect to claims arising after the withdrawal. However, to our knowledge, there has been no case law on the

applicability of the jury trial waiver to ADS holders or beneficial owners who withdraw the common shares represented by the ADSs from the ADS facility.

If we or the depositary opposed a demand for jury trial relying on the above-mentioned jury trial waiver, it is up to the court to determine whether

such waiver was enforceable considering the facts and circumstances of that case in accordance with the applicable state and federal law. If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under

the terms of the deposit agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally adjudicated by a federal court or by the United States Supreme Court.

Nonetheless, we believe that a jury trial waiver provision is generally enforceable under the laws of the State of New York, which govern the deposit agreement. In determining whether to enforce a contractual

pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect

to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before acquiring the ADSs and becoming subject to the terms of the deposit agreement.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit

agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits

against us and/or the depositary as well as increasing the costs associated with bringing a claim. If a lawsuit is

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brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different

civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge

or justice hearing such claims, and the venue of the hearing.

No condition, stipulation or provision of the deposit agreement or ADSs serves as a

waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of U.S. federal securities laws. You can identify these statements because they

are not limited to historical fact or they use words such as “outlook,” “may,” “will,” “should,” “could,” “would,” “believe,” “anticipate,”

“plan,” “expect,” “estimate,” “forecast,” “confident,” “opportunities,” “goal,” “prospect,” “positioned,” “intend,”

“committed,” “continue,” “future,” “guidance,” “years ahead,” “looking ahead,” “going forward,” “focused on,” “will likely result,”

“can,” “project,” “accelerate,” “schedule,” “on track,” “seek,” “ensure,” “potential,” “pipeline,” “objective,” “focused

on,” “predict,” “look to,” “likely to,” “scheduled to,” or “subject to” and similar expressions that concern our strategy, plans, intentions, initiatives, or beliefs about future

occurrences or results.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the

date on which they are made. There is no assurance that the expected events, trends or results will actually occur and we and the underwriters undertake no obligation to update publicly or revise any forward-looking statements and estimates whether

as a result of new information, future events or otherwise.

Forward-looking statements include, but are not limited to, statements regarding our

current belief or expectations as of the date of this prospectus and estimates on future events and trends that affect or may affect our business, financial condition, results of operations, liquidity, prospects and the trading price of our common

shares or the ADSs, including our growth plan and pipeline of new projects. Although such forward-looking statements are based on assumptions and information currently available to us, which we believe to be reasonable, none of the forward-looking

statements, whether expressed or implied, are indicative of or guarantee future results. Given such limitations, you should not make any investment decision on the basis of the forward-looking statements contained in this prospectus.

All forward-looking statements are subject to risks, uncertainties and other factors (including, without limitation, those described under “Risk

Factors”) that may cause our actual results to differ materially from those which we expected. Key factors that could cause actual results to differ materially from the expectations expressed in or implied by such forward-looking statements,

include, but are not limited to:

•

general economic, business and political conditions;

•

trends in the global semiconductor industry;

•

market conditions and business outlook for our products;

•

fluctuations in prices of raw materials;

•

adverse trends in regulatory, legislative and judicial developments;

•

changes in interest rates and currency exchange rates;

•

factors affecting future profitability;

•

seasonality;

•

our leverage and our ability to meet our debt obligations;

•

conditions in the Korean and the global financial markets;

•

occurrences of widespread infectious diseases such as COVID-19; and

•

additional matters identified in “Risk Factors.”

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We caution you that the foregoing list of significant factors may not contain all of the material

factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. Many of these risks are beyond our ability to

control or predict. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. We cannot assure you that we

will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. We undertake no obligation, and specifically disclaim

any duty, to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as may be required by law. As a result of these risks and uncertainties, we caution you not to place undue reliance on any

forward-looking statements included in this prospectus or that may be made elsewhere from time to time by, or on behalf of, us.

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of 17,790,000 common shares represented by ADSs in the offering will be approximately

US$28.0 billion, after deducting the estimated underwriting discount and commissions and estimated offering expenses payable by us, and based on the last reported trading price of our common shares on the KRX KOSPI Market as set forth on the cover

page of this prospectus.

Each US$1.00 increase (decrease) in the assumed public offering price of US$158.14 per ADS would increase (decrease) the

net proceeds to us from the offering by approximately US$177.0 million, assuming the number of common shares represented by ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the

estimated underwriting discount and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 in the number of ADSs we are offering would increase (decrease) the net proceeds to us from the offering, after

deducting the estimated underwriting discount and commissions and estimated offering expenses payable by us, by approximately US$157.3 million, assuming the assumed public offering price stays the same.

We intend to use the net proceeds we receive from this offering for (i) capital expenditures of W 45.5 trillion related to the construction of our production facilities in Korea as indicated below and (ii) our acquisition of EUV scanners, which we expect will cost approximately W 11.9 trillion and receive delivery by December 2027. We expect to fund the amounts required to complete the construction and acquisitions in excess

of the net proceeds from this offering using cash flows from our operating activities, borrowings under current and future credit facilities and debt securities and other funding resources.

Project

Targeted

Completion

Date of Planned

Investments

Total

Expected

Cost of

Project (1)

Previously

Invested

Amount (2)

Additional Planned Investment Amount (1)

Total

2026

2027

2028

2029

2030

(In trillions of Won)

Fab 1 at the Yongin complex, Korea (3)

End of 2030

W

31.0

W

4.4

W

26.6

W

7.4

W

10.1

W

6.6

W

2.5

W

0.0

P&T7 (advanced packing plant) in Cheongju,

Korea (4)

End of 2030

19.0

0.1

18.9

0.5

2.1

2.7

5.8

7.8

Total

W

50.0

W

4.5

W

45.5

W

7.9

W

12.2

W

9.3

W

8.3

W

7.8

(1)

Estimates only and are subject to change depending on prevailing market conditions, changes in construction process

specifications, exchange rates and other factors.

(2)

As of May 31, 2026.

(3)

Not including installation of equipment.

(4)

Including installation of equipment.

We periodically adjust our capital expenditure plans based on market demand for our products, the production outlook of the global memory semiconductor

industry and general global economic conditions. We may adjust our use of proceeds based on our assessment of such market conditions.

Pending our

use of the net proceeds from this offering as described above, we may invest the net proceeds that we receive in this offering in interest-earning instruments.

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DIVIDENDS AND DIVIDEND POLICY

We declare dividends annually at the annual general meeting of shareholders, which is generally held within three months after the end of the fiscal

year. For the purpose of determining the shareholders who are entitled to annual dividends, we may set a record date with at least two weeks’ prior public notice by a resolution of the Board. We may distribute annual dividends in cash, in

shares or in other forms. However, a dividend of shares must be distributed at par value. Dividends in shares may not exceed one-half of the annual dividend. Our obligation to pay dividend expires if no claim

to dividend is made for five years from the payment date.

Under the KCC, we may pay an annual dividend only out of the excess of our net assets, on

a non-consolidated basis, over the sum of (1) our stated capital, (2) the total amount of our capital surplus reserve and earned surplus reserve accumulated up to the end of the relevant dividend

period, (3) the earned surplus reserve to be set aside for the annual dividends and (4) the increase in our net asset value resulting from the evaluation of our assets and liabilities that has not been offset against unrealized losses. We

may not pay an annual dividend unless we have set aside as earned surplus reserve an amount equal to at least 10.0% of the cash portion of the annual dividend or until we have accumulated an earned surplus reserve of not less than one-half of our stated capital. We may not use our legal reserve to pay cash dividends but may transfer amounts from our legal reserve to capital stock or use our legal reserve to reduce an accumulated deficit.

In addition, the FSCMA and our articles of incorporation (pursuant to an amendment approved at the annual general meeting of our shareholders on March

30, 2022) provide that, in addition to annual dividends, we may pay quarterly dividends. Unlike annual dividends, the decision to pay quarterly dividends can be made by a resolution of the Board and is not subject to shareholder approval. For the

purpose of determining the shareholders who are entitled to quarterly dividends, we may set a record date with at least two weeks’ prior public notice by a resolution of the Board. The Board’s resolution to declare quarterly dividends

needs to take place within 45 days of March 31, June 30 or September 30 of the relevant fiscal year. Any quarterly dividends must be paid in cash. No assurance can be given as to the amount of future dividends on our common shares or

that any such dividends will be declared. See “Description of Articles of Incorporation and Capital Stock —Dividends.”

Under the FSCMA, the total amount of quarterly dividends payable in a fiscal year may not be more than the net assets on the non-consolidated balance sheet of the immediately preceding fiscal year, after deducting (1) our capital in the immediately preceding fiscal year, (2) the aggregate amount of our capital surplus reserves

and earned surplus reserves accumulated up to the immediately preceding fiscal year, (3) the amount of earnings for dividend payments confirmed at the general shareholders’ meeting with respect to the immediately preceding fiscal year and

(4) the amount of earned surplus reserve that should be set aside for the current fiscal year following the quarterly dividend payment. In addition, no quarterly dividends can be paid if there is a concern over our net assets on a non-consolidated basis at the end of the current fiscal year falling short of the aggregate sum of (1) our stated capital, (2) the total amount of our capital surplus reserve and earned surplus reserve

accumulated up to the end of the current fiscal year, (3) the earned surplus reserve to be set aside for the annual dividends with respect to the current fiscal year and (4) the increase in our net asset value resulting from the evaluation

of our assets and liabilities that has not been offset against unrealized losses.

Our obligation to pay annual or quarterly dividends expires if no

claims to such dividends are made for a period of five years from the payment date.

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The following table sets forth the quarterly and annual dividend per share and the aggregate total

amount of dividends paid, as well as the number of outstanding shares entitled to dividends, with respect to the quarter ended March 31, 2026 and the years ended December 31, 2023, 2024 and 2025. The annual dividend was paid in the immediately

following year, and the quarterly dividends were paid in the same year.

Dividend Type

Dividend

per Share

(In Won)

Total Amount

of Dividends

(In billions

of Won)

Number of

Shares Entitled

to Dividend

Quarterly dividend (for the period ended March 31, 2023)

W

300

W

206

688,059,197

Quarterly dividend (for the period ended June 30, 2023)

300

206

688,090,311

Quarterly dividend (for the period ended September 30, 2023)

300

206

688,116,189

Annual dividend (for the year ended December 31, 2023)

300

206

688,138,649

Quarterly dividend (for the period ended March 31, 2024)

300

207

688,614,914

Quarterly dividend (for the period ended June 30, 2024)

300

207

688,617,645

Quarterly dividend (for the period ended September 30, 2024)

300

207

689,038,731

Annual dividend (for the year ended December 31, 2024)

1,304

900

690,344,530

Quarterly dividend (for the period ended March 31, 2025)

375

259

690,412,123

Quarterly dividend (for the period ended June 30, 2025)

375

259

690,455,268

Quarterly dividend (for the period ended September 30, 2025)

375

263

701,684,263

Annual dividend (for the year ended December 31, 2025)

1,875

1,328

708,113,147

Quarterly dividend (for the period ended March 31, 2026)

375

267

711,073,295

We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder.

In November 2024, the Board approved our shareholder return policy for the fiscal years 2025 through 2027. Such policy contemplated that we would pay an

aggregate dividend amount of W 1,500 per share with respect to each fiscal year in four equal quarterly installments of W 375 per quarter. We may contemplate providing additional shareholder return if we expect to generate a material amount of excess cash flow.

If we pay any dividends on our common shares, we will pay those dividends which are payable in respect of the common shares underlying our ADSs to the

depositary, as the registered holder of such common shares, and the depositary then will pay such amounts to our ADS holders in proportion to the common shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit

agreement, including the fees and expenses payable thereunder. Cash dividends on our common shares, if any, will be paid in U.S. dollars. See “Description of American Depositary Shares.”

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MARKET PRICE INFORMATION

Our common shares are listed on the KRX KOSPI Market under the identification code “000660.” Our common shares are also listed on the

Luxembourg Stock Exchange under the symbol “HYNSE” in the form of global depositary receipts evidencing global depositary shares, with each global depositary share representing one common share.

The table below sets forth, for the periods indicated, the high and low closing prices and the average daily volume of trading activity on the KRX KOSPI

Market for our common shares.

KRX KOSPI Market

Closing Price Per

Common Stock

Average Daily

Trading Volume

High

Low

(in Won)

(in thousands of

shares)

2021

148,500

91,500

4,131

2022

133,000

75,000

3,311

2023

141,500

75,600

3,432

First Quarter

94,900

75,600

2,903

Second Quarter

119,500

83,800

4,127

Third Quarter

128,000

110,300

3,258

Fourth Quarter

141,500

115,400

3,453

2024

241,000

131,000

4,363

First Quarter

183,000

131,000

3,943

Second Quarter

237,500

170,600

3,757

Third Quarter

241,000

152,800

5,810

Fourth Quarter

201,000

158,800

3,909

2025

651,000

164,800

3,765

First Quarter

225,500

171,200

3,967

Second Quarter

293,000

164,800

3,675

Third Quarter

361,000

245,000

3,338

Fourth Quarter

651,000

360,000

4,130

2026 (through July 3)

2,919,000

677,000

5,008

First Quarter

1,099,000

677,000

4,680

Second Quarter

2,919,000

830,000

5,245

Third Quarter (through July 3)

2,560,000

2,187,000

6,649

July (through July 3)

2,560,000

2,187,000

6,649

Source: KRX

KOSPI Market

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EXCHANGE RATES

The tables below set forth, for the periods and dates indicated, information concerning the noon buying rate for Won, expressed in Won per one U.S.

dollar. The “noon buying rate” is the rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. We do not intend to imply that the Won or U.S. dollar

amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Won, as the case may be, at any particular rate, or at all. On June 26, 2026, the noon buying rate was W 1,533.4 to US$1.00.

Won per U.S. dollar (noon buying rate)

Low

High

Average (1)

Period-End

2021

1,081.6

1,198.7

1,144.9

1,188.6

2022

1,187.0

1,440.5

1,291.8

1,260.2

2023

1,220.3

1,362.9

1,306.8

1,291.0

2024

1,300.5

1,477.9

1,363.4

1,477.9

2025

1,353.5

1,481.5

1,421.4

1,444.6

2026 (through June 26)

1,427.1

1,556.0

1,482.3

1,533.4

January

1,433.8

1,478.3

1,455.5

1,444.5

February

1,427.1

1,463.1

1,447.3

1,439.8

March

1,439.8

1,523.5

1,490.5

1,523.5

April

1,461.7

1,511.3

1,483.8

1,477.9

May

1,447.0

1,517.3

1,488.4

1,504.0

June (through June 26)

1,508.1

1,556.0

1,527.8

1,533.4

Source: Federal

Reserve Bank of New York

(1)

The average rate for each period is calculated as the average of the noon buying rates on each business day during the

relevant period (or portion thereof).

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CAPITALIZATION

The table below sets forth the current portion of our long-term debt and our capitalization as of March 31, 2026, as follows:

•

on a historical basis; and

•

as adjusted, to reflect the estimated net proceeds from the issuance and sale of the ADSs by us in the offering at the

public offering price of US$158.14 per ADS (based on the last reported trading price of our common shares on the KRX KOSPI Market as set forth on the cover page of this prospectus), and after deducting the estimated underwriting discount and

commissions and estimated offering expenses payable by us. Our total capitalization may be different in the event that we do not allocate the net proceeds of this offering as described under “Use of Proceeds.”

You should read this table in conjunction with “Presentation of Financial and Other Information” “Use of Proceeds,”

“Summary Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Audited Financial Statements and Interim Financial Statements, together with the

notes thereto, in each case included elsewhere in this prospectus. The current portion of our long-term debt and our capitalization following the closing of the offering (including the use of proceeds therefrom) will be adjusted based on the actual

offering price and other terms of this offering determined at pricing.

As of March 31, 2026

Actual

As Adjusted (1)

(In billions of Won)

Current portion of long-term debt:

Current portion of long-term borrowings

W

1,716

W

1,716

Current portion of debentures (2)

1,652

1,652

Total current portion of long-term debt

3,369

3,369

Long-term debt:

Borrowings

13,427

13,427

Total long-term debt

13,427

13,427

Equity:

Equity attributable to owners of the parent company

Capital stock

3,658

3,747

Capital surplus

8,510

51,038

Other equity

(368

)

(368

)

Accumulated other comprehensive income

3,745

3,745

Retained earnings

148,746

148,746

Total equity attributable to owners of the parent company

164,291

206,908

Non-controlling interest

89

89

Total equity

164,380

206,997

Total capitalization

W

177,807

W

220,424

(1)

As adjusted to reflect the estimated net proceeds from the issuance and sale of 17,790,000 common shares represented by

ADSs by us in the offering at the public offering price of US$158.14 per ADS (based on the last reported trading price of our common shares on the KRX KOSPI Market as set forth on the cover page of this prospectus), and after deducting the estimated

underwriting discount and commissions and estimated offering expenses payable by us, which amount is converted into Won at the exchange rate of

W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.

(2)

Includes the carrying value of our exchangeable bonds due 2030. On April 28, 2026, we exercised our option to redeem the

entire balance of such exchangeable bonds remaining outstanding as of the end of May 18, 2026, and we completed such redemption on May 28, 2026. See Notes 14 and 32(2) of the notes to the Interim Financial Statements for further information.

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An increase or reduction of US$1.00 in the assumed public offering price of US$158.14 per ADS

(based on the last reported trading price of our common shares on the KRX KOSPI Market as set forth on the cover page of this prospectus) would, after the completion of the offering, increases (decreases) the value of (1) our total equity and

(2) our total capitalization by US$177.0 million (or W 269.7 billion based on the exchange rate of W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States),

assuming that the number of ADSs offered in this prospectus, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discount and commissions and estimated offering expenses payable by us.

An increase (decrease) of 1,000,000 ADSs sold in the offering by us would increase (decrease) the value of (1) our total equity and our

(2) total capitalization by US$157.3 million (or W 239.7 billion based on the exchange rate of

W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United

States), assuming a public offering price of US$158.14 per ADS (based on the last reported trading price of our common shares on the KRX KOSPI Market as set forth on the cover page of this prospectus), and after deducting the estimated underwriting

discount and commissions payable by us.

Except as set forth herein, there has been no other material change to our capitalization since March

31, 2026.

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DILUTION

As of March 31, 2026, our outstanding capital stock (not including treasury shares) consisted of 708,297,021 common shares. If you invest in

our ADSs in the offering, your ownership interest will be diluted to the extent of the difference between the offering price per ADS and the net book value per ADS upon the completion of the offering. Dilution results from the fact that the per-ADS offering price of ADS in the offering could be substantially in excess of the actual book value per ADS. As of March 31, 2026, we had a net tangible book value of W 158,497 billion or US$146.88 per common share or US$14.69 per ADS, based on the exchange rate of

W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.

Net tangible book value per common share represents the amount of our total tangible assets of W 216,946 billion (total assets less intangible

assets and deferred tax assets) less total liabilities of W 58,449 billion, divided by the total number of our common shares outstanding as of

March 31, 2026.

Dilution of Shareholders’ Interest After the Offering

After giving effect to the sale of the ADSs offered by us in the offering at the offering price of US$158.14 per ADS (based on the last reported trading

price of our common shares on the KRX KOSPI Market as set forth on the cover page of this prospectus) and, after deducting the estimated underwriting discount and commissions and estimated offering expenses payable by us, our net tangible book value

estimated as of March 31, 2026 would have been US$132,008 million, based on the exchange rate of W 1,523.5 per US$1.00, the noon buying rate

in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States, representing US$181.81 per common share and US$18.18 per ADS. This represents an immediate increase in net tangible book value of

US$34.93 per common share and US$3.49 per ADS to existing shareholders, and an immediate dilution in tangible book value of US$1,399.60 per common share and US$139.96 per ADS to purchasers of ADSs in the offering. Dilution for this

purpose represents the difference between the price per common share paid by these purchasers and net tangible book value per common share immediately after the completion of the offering.

The following table shows the dilution to investors purchasing our ADSs in the offering:

US$ per

Common

Share

US$ per ADS

Assumed offering price per common share/ADS

1,581.41

158.14

Net tangible book value per common share/ADS as of March 31, 2026

146.88

14.69

Increase in net tangible book value per common share/ADS after the offering attributable to existing

shareholders

34.93

3.49

Net tangible book value per common share/ADS after the offering

181.81

18.18

Dilution per common share/ADS to investors (1)

1,399.60

139.96

(1)

Dilution for this purpose represents the difference between the price per common share/ADS paid by the investors in the

offering and the shareholders’ equity value per common share/ADS immediately after the completion of the offering.

A

US$1.00 increase (decrease) in the assumed public offering price of US$158.14 per ADS would increase (decrease) our net tangible book value after the offering by US$177 million, the net tangible book value per common share and per ADS

after the offering by US$0.24 per common share and US$0.02 per ADS, and increase (decrease) the dilution in the net book value per common share and per ADS to investors in the offering by US$9.76 per common share and US$0.98 per ADS,

assuming the number of ADSs offered under the international offering, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discount and commissions and estimated offering expenses payable by

us.

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The following table presents, as of March 31, 2026, the number of common shares purchased or

to be purchased from us, the total consideration paid to us or to be paid to us (which includes net proceeds received from the issuance of our common shares) and the average price paid or to be paid to us per common share, in each case by our

directors, other members of our senior management and their respective affiliates during the last five years and by investors participating in this offering at the initial public offering price of US$158.14 per ADS, based on the last reported

trading price of our common shares on the KRX KOSPI Market as set forth on the cover page of this prospectus, after deducting estimated underwriting discount and commissions and estimated offering expenses payable by us:

Common shares purchased

Total consideration

Average price

per common

share (1)

Number

Percent

Amount (1)

(in millions)

Percent

Directors, senior management and affiliates

262,804

1.5

%

US$

42

0.1

%

US$

158.23

New investors

17,790,000

98.5

28,133

99.9

1,581.41

Total

18,052,804

100.0

%

US$

28,175

100.0

%

US$

1,560.69

(1)

Converted into U.S. dollars at the exchange rate of W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.

A US$1.00 increase (decrease) in the assumed public offering price of US$158.14 per ADS would increase (decrease) total consideration paid by new

investors by US$178 million, assuming the number of ADSs offered under the international offering, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discount and commissions and

estimated offering expenses payable by us.

The discussion and tables above also assume no exercise of any outstanding stock options. As of March

31, 2026, there were 149,423 shares of our common stock deliverable upon exercise of outstanding stock options. See “Management — Compensation — Stock Options.” To the extent that any of these options are exercised,

there will be further dilution to new investors.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

This section contains forward-looking statements that involve risks and uncertainties. Our actual results and the

timing of events may differ significantly from those expressed or implied in these forward-looking statements for several reasons, including those described under “Cautionary Note Regarding Forward-Looking Statements” and “Risk

Factors.”

The following analysis and discussion of our financial condition and results of operations should be read in conjunction

with our Audited Financial Statements and Interim Financial Statements included elsewhere in this prospectus, as well as the information set forth under “Presentation of Financial and Other Information” and “Summary Financial and

Other Information.”

Overview

We are one of

the world’s largest memory semiconductor companies and engage in the design, manufacture and sale of advanced memory semiconductors. In the DRAM market that includes HBM, we were ranked second globally based on revenue with a market share of

29.1% in the first quarter of 2026, according to market research conducted by IDC. In the HBM market, we were ranked first globally based on revenue with a market share of 56.4% in the first quarter of 2026, according to IDC. In addition, we were

the second largest supplier of NAND flash memory based on revenue, with a worldwide market share of 18.5% in the first quarter of 2026, according to IDC. Our memory products can be used in virtually all electronic devices, including graphics cards,

PCs, data center servers, mobile devices such as smartphones and tablets, and other consumer electronics products. We also conduct our foundry business through SK hynix system ic and SK keyfoundry, our wholly-owned subsidiaries.

We sell a wide variety of DRAM and NAND flash memory products with various configuration options, architectures and performance characteristics tailored

to meet application- and customer-specific needs. We believe that we are one of the world’s leading companies in developing DRAMs with advanced specifications, particularly those requiring higher density, faster data-processing speed and lower

power consumption. We are continually developing higher-density DRAM modules, SSDs and other advanced DRAM and NAND flash memory products that are optimized for our customers’ specific applications. In recent years, we have substantially

increased our sales of HBMs. HBMs are advanced memory semiconductors designed to deliver fast data transfers while using less power, making them especially useful in high-performance applications such as GPUs, AI and high-performance computing.

Factors Affecting Our Results of Operations and Financial Condition

Our results of operations and financial condition, including our operating profit and corresponding changes in our operating profit as a percentage of

total revenue (or operating profit margin), have been and will continue to be materially affected by a number of factors and developments, some of which are outside of our control, including:

•

cyclical nature, volatility and seasonality of the semiconductor industry;

•

fluctuation in exchange rates of major foreign currencies;

•

the level of, and returns on, our capital expenditures and production capacity expansion;

•

changes in our product mix reflecting rapidly evolving customer preferences and advancements in technology;

•

the level of, and returns on, our investment in our research and development activities; and

•

our ability to pursue additional operational cost savings.

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Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry

Our business is affected by market conditions in the highly cyclical memory semiconductor industry. The industry’s cyclical demand cycles are due,

in large part, to fluctuations in demand for the end products that use memory semiconductors. The largest end product industries that use memory semiconductors are the information and technology industry and the consumer electronics industry, which

are sensitive to general macroeconomic conditions impacting the global economy. Uncertainties in the global economy have increased in recent years, with global financial and capital markets experiencing substantial volatility. Such uncertainties

have been caused by, and continue to be exacerbated by, among other things, deterioration in economic and trade relations between major economies (particularly between the United States and China), the outbreak of the Russia-Ukraine war in February

2022 and the military conflicts between Iran and other countries, including the United States and Israel, that have destabilized the global energy sector, the slowdown of economic growth in China and other major emerging market economies, adverse

economic and political conditions in Europe and Latin America, continuing geopolitical and social instability in North Korea and various parts of the Middle East and impositions of tariffs and other trade protective measures around the world. Actual

or anticipated improvement or deterioration in economic conditions in any of our major markets may affect customer confidence and spending, resulting in a corresponding fluctuation in consumption of end products that may impact the level of demand

for our products and prices at which they can be sold.

The following table presents changes in our bit sales volumes and average selling prices (in

U.S. dollars) of our DRAMs for each quarter, compared to the immediately preceding quarter, for the periods indicated.

1Q 2023

2Q 2023

3Q 2023

4Q 2023

1Q 2024

2Q 2024

3Q 2024

4Q 2024

1Q 2025

2Q 2025

3Q 2025

4Q 2025

1Q 2026

DRAM Bit

Sales

Volume

Around 20% Decrease

Mid-30% Increase

Around 20% Increase

Low-single% Increase

Mid-teen% Decrease

Low-20% Increase

Slight Decrease

Mid-single% Increase

High-single% Decrease

Mid-20% Increase

High-single% Increase

Low-single% Increase

Flat

DRAM Average

Selling Price

High-teen% Decrease

High-single% Increase

Around 10% Increase

High-teen% Increase

Over 20% Increase

Mid-teen% Increase

Mid-teen% Increase

Around 10% Increase

Flat

Low-single% Increase

Mid-single% Increase

Mid-20% Increase

Mid-60% Increase

The following table presents changes in our bit sales volumes and average selling prices (in U.S. dollars) of our NAND

flash memory products for each quarter, compared to the immediately preceding quarter, for the periods indicated.

1Q 2023

2Q 2023

3Q 2023

4Q 2023

1Q 2024

2Q 2024

3Q 2024

4Q 2024

1Q 2025

2Q 2025

3Q 2025

4Q 2025

1Q 2026

NAND Flash Bit

Sales Volume

Mid-teen% Decrease

Around 50% Increase

Mid-single% Increase

Low-single% Decrease

Flat

Low-single% Decrease

Mid-teen% Decrease

Mid-single% Decrease

High-teen% Decrease

Over 70% Increase

Mid-single% Decrease

Around 10% Increase

Around 10% Decrease

NAND Flash

Average

Selling

Price

Around 10% Decrease

Around 10% Decrease

Slight Decrease

Over 40% Increase

Over 30% Increase

Mid-high-teen% Increase

Mid-teen% Increase

Mid-single% Decrease

Around 20% Decrease

High-single% Decrease

Low-teen% Increase

Low 30% Increase

Mid 70% Increase

The long lead times for new facilities to become operational have in some cases resulted in significant increases in the

industry’s production capacity coinciding with weakening demand, resulting in global oversupply of products and declining prices. Demand growth expectations in the end markets that use memory semiconductors have typically been accompanied by

increased capital investment by manufacturers. In addition, semiconductor manufacturers worldwide have migrated to finer line-width processes and advanced stacking technologies, which have increased the number of bits produced per wafer. These

capital investments and the adoption of new technologies may result in increases in the supply of memory semiconductors that are not matched by commensurate growth in demand in the end markets for such products. From time to time, the memory

semiconductor industry has experienced significant and sometimes prolonged periods of oversupply and weak prices. As a result of such fluctuations in global demand and in the manufacturing capacity available to produce memory semiconductors, our

results of operations may be volatile from period to period.

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Our business is also subject to seasonal variations in demand. Historically, demand for our products

has been lowest in the first quarter and gradually increases in each subsequent quarter, reaching its highest level in the fourth quarter.

Fluctuation in Exchange Rates of Major Foreign Currencies

Our consolidated financial statements are prepared based on the local currency-denominated financial results, assets and liabilities and cash flows of us

and our subsidiaries around the world, which are then translated into Won. There has been considerable volatility in exchange rates in recent years, including exchange rates between the Won and the U.S. dollar. To the extent that we incur costs in

one currency and make sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. In particular, our investments in manufacturing facilities in China have increased the proportion of our expenses

that are incurred in Chinese Yuan, while our sales in China are denominated in U.S. dollars. Accordingly, an unhedged increase in the value of the Chinese Yuan would increase our construction and manufacturing costs and adversely impact our

profitability. Changes in exchange rates can also affect the Won value of sales proceeds and operating and non-operating costs that are denominated in foreign currencies. We are unable to increase the prices

of our products to adjust fully for the negative effects of exchange rate movements because prices in the memory semiconductor industry are dictated by worldwide supply and demand. In addition, exchange rate fluctuations can affect the Won value of

our equity investments and monetary assets and liabilities denominated in foreign currencies. See “Exchange Rates” and “Risk Factors — Fluctuations in exchange rates may have a material adverse effect on our financial

condition and results of operations.”

Appreciation of the Won may materially and adversely affect our results of operations because, among

other things, it reduces the Won value of our export sales, which are primarily denominated in U.S. dollars, and causes our export products to be less competitive by raising their prices in U.S. dollar terms. On the other hand, depreciation of the

Won would create foreign exchange translation losses and increase the amount, in Won terms, of interest and principal of our foreign currency-denominated debt, as well as increase in Won terms the cost of raw materials and equipment that we purchase

from overseas sources. Under our current operating and capital structure, appreciation of the Won generally has a net negative impact on our operating income. Although the impact of exchange rate fluctuations has in the past been partially mitigated

by hedging strategies, our results of operations have historically been affected by exchange rate fluctuations. See “ — Market Risks — Foreign Exchange Risk” for a sensitivity analysis on our foreign currency exposure from

foreign exchange rate change against the Won.

Level of Our Capital Expenditures and Production Capacity Expansion

We make substantial capital expenditures annually to support our business goals and objectives, and we plan to continue to invest in enhancing and

expanding our production facilities and upgrading our equipment and manufacturing processes. We operate in an especially capital-intensive industry that requires continual investments in capacity expansion, equipment upgrades and migration to

advanced technologies and manufacturing processes. Our cash outflows for acquisitions of property, plant and equipment amounted to W 7,657

billion in the first quarter of 2026 and W 6,284 billion in the first quarter of 2025, and W 27,519 billion in 2025, W 15,946 billion in 2024 and W 8,325 billion in 2023. In 2026, we plan to increase our capital expenditures considerably compared to 2025. In addition to regular maintenance

and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new extension fab called “M15X” in Cheongju, which we plan to utilize to further increase our production capacity of next-generation DRAMs such as HBM. We

began wafer input at the M15X in the first quarter of 2026 and expect to gradually ramp up our production volume. As part of our efforts to ensure our long-term competitiveness, we have also announced initiatives to construct an integrated

industrial complex in Yongin, Korea for our next generation of fabs and research and development

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facilities. We began construction of our first fab at the Yongin complex in February 2025 with the phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We are

currently constructing an advanced packaging plant called “P&T7” in Cheongju and expect to complete construction by the end of 2027. In December 2024, we also announced plans to build an advanced packaging plant in Indiana, United

States, and expect to commence operations in the second half of 2028.

We plan to continue to invest in enhancing and expanding our production

facilities and upgrading our equipment and manufacturing processes in order to increase our production capacity, achieve additional economies of scale and enable production of new products. We expect that increases in production capacity will enable

us to lower our per-unit manufacturing costs. In addition, we expect that our continued efforts to enhance the efficiency and technical capacities of each successive fab we build will also have a significant

effect on our financial condition and results of operations. We periodically adjust our capital expenditure plans based on market demand for our products, the production outlook of the global memory semiconductor industry and general global economic

conditions. We may delay or not implement some of our announced capital expenditure plans based on our assessment of such market conditions. Production capacity expansion would increase depreciation and amortization expenses and financing costs

related to capital expenditures. The level of our capital expenditures, as well as the returns we are able to achieve on our capital expenditure investments, will affect our financial condition and results of operations.

Changes in Our Product Mix

Our

operating results are significantly impacted by our ability to anticipate and respond to emerging customer preferences and demands. To improve our operating results, we must continually improve our existing products and develop new products. We sell

a wide variety of DRAM and NAND flash memory products with various configuration options, architectures and performance characteristics tailored to meet application- and customer-specific needs. We believe that we are one of the world’s

leading companies in developing DRAMs with advanced specifications, particularly those requiring higher density, faster data-processing speed and lower power consumption. We are continually developing higher-density DRAM modules, SSDs and other

advanced DRAM and NAND flash memory products that are optimized for our customers’ specific applications. In recent years, we have substantially increased our sales of HBMs. HBMs are advanced memory semiconductors designed to deliver fast

data transfers while using less power, making them especially useful in high-performance applications such as GPUs, AI and high-performance computing. We seek to strengthen our relationships with leading manufacturers of GPUs, AI accelerators and

high-performance computing to more effectively meet their needs for HBMs. We believe that our strengths in HBM, server DRAM and eSSD enable us to mitigate the risks associated with the cyclicality of the memory semiconductor market.

As part of our efforts to further strengthen our product portfolio, we acquired the NAND flash memory and storage business of Intel. See “Business

— Investments and Acquisitions.” We have also been striving to diversify our business to areas other than DRAM and NAND flash memory semiconductors in recent years. We have expanded our product portfolio into non-memory semiconductors, such as by engaging in the foundry business through SK hynix system ic and SK keyfoundry, our wholly-owned subsidiaries. From time to time, we adjust our manufacturing facilities in order

to execute changes in our product mix. Changes in our product mix will affect our financial condition and results of operations.

Investment

Levels in Research and Development Activities

We compete in highly competitive global markets characterized by rapidly changing

technologies, evolving industry standards and continual improvements in manufacturing processes and product

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performance features, which results in short product lifecycles, frequent introduction of new products and price erosion of existing products. We believe that continued and timely development of

new technologies and products and enhancements to existing products and manufacturing processes are critical to maintaining and improving our competitive position. Accordingly, we have made, and expect to continue to make, significant investments in

research and development activities. We incurred expenditures on research and development of W 2,550 billion in the first quarter of 2026 and W 1,515 billion in the first quarter of 2025, and

W 6,733 billion in 2025,

W 4,854 billion in 2024 and

W 4,101 billion in 2023. Of such amounts, we capitalized development costs of W 99 billion in the first quarter of 2026 and W 43 billion in the first quarter of 2025,

and W 267 billion in 2025,

W 418 billion in 2024 and

W 351 billion in 2023 as intangible assets. The amounts that we spend on our research and development activities, as well as the returns we

are able to achieve on such investments through the successful development and deployment of next-generation technologies and products, will affect our financial condition and results of operations.

Our Ability to Pursue Additional Operational Cost Savings

The average selling prices of our DRAM and NAND flash memory products have generally been impacted by global market supply and demand dynamics. The

market for our products is highly competitive, and we face intense global competition. Our competitors have in the past used aggressive pricing and marketing strategies in order to maintain or gain market share. Accordingly, the success of our

business depends, in part, on our ability to continually reduce our manufacturing costs and operating expenses. We continually engage in various cost-saving and other expense reduction initiatives intended to reduce costs and increase productivity,

including initiatives aimed at refining our manufacturing processes to increase production yields and reduce production cycle time. Our results of operations and profitability will continue to be affected by our ability to improve our productivity

and enhance the cost efficiency of our operations.

Critical Accounting Policies

The preparation of our financial statements requires us to make difficult, complex and subjective judgments in making the appropriate estimates and

assumptions that affect the amounts reported in our financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our

observation of trends in the relevant industry, information provided by our customers and information available from other outside sources, as appropriate. While we believe that our estimates and judgments are reasonable under the circumstances in

which they were made, there can be no assurance that our judgments will prove to be correct or that actual results reported in future periods will not differ from our expectations reflected in our accounting treatment of certain items. See Note 3 of

the notes to the Audited Financial Statements for our critical accounting estimates and assumptions.

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Results of Operations – First Quarter of 2026 Compared to First Quarter of 2025

The following table presents selected income statement data and changes therein for the first quarter of 2026 and the first quarter of 2025.

Changes

For the Three Months Ended

March 31,

First Quarter of 2026 versus

First Quarter of 2025

2026

2025

Amount

%

(In billions of Won, except for percentages)

Revenue

W

52,576

W

17,639

W

34,937

198.1

%

Cost of sales

10,897

7,537

3,360

44.6

Gross profit

41,679

10,102

31,577

312.6

Selling and administrative expenses

1,618

1,190

428

36.0

Research and development expenses

2,451

1,472

980

66.6

Finance income

17,056

2,687

14,369

534.7

Finance expenses

3,023

765

2,259

295.4

Share of loss of equity-accounted investees

(27

)

(41

)

14

(34.9

)

Other income

15

79

(64

)

(81.0

)

Other expenses

15

102

(87

)

(85.7

)

Profit before income tax

51,617

9,299

42,318

455.1

Income tax expense

11,271

1,191

10,080

846.3

Profit for the period

W

40,346

W

8,108

W

32,238

397.6

%

Revenue

The following table presents a breakdown of our revenue by principal product category and changes therein for the first quarter of 2026 and the first

quarter of 2025.

Changes

For the Three Months Ended

March 31,

First Quarter of 2026 versus

First Quarter of 2025

2026

2025

Amount

%

(In billions of Won, except for percentages)

DRAM

W

40,659

W

14,037

W

26,622

189.7

%

NAND flash

11,574

3,229

8,345

258.5

Other products (1)

343

373

(30

)

(8.0

)

Total revenue

W

52,576

W

17,639

W

34,937

198.1

%

(1)

Includes revenue from sales of foundry products, lease income and revenue from certain domestic subsidiaries.

Our revenue increased by 198.1%, or

W 34,937 billion, to W 52,576 billion in

the first quarter of 2026 from W 17,639 billion in the first quarter of 2025, primarily due to increases in revenue from DRAM and NAND flash

sales. Specifically:

•

Revenue from DRAM sales increased by 189.7%, or

W 26,622 billion, to W 40,659 billion in

the first quarter of 2026 from W 14,037 billion in the first quarter of 2025, primarily due to (i) an increase in the average selling price of

such products and (ii) an increase in their sales volume. The average selling price of DRAMs on a U.S. dollar basis increased significantly in the first quarter of 2026 compared to the first quarter of 2025 reflecting an acceleration in global

demand for DRAMs, particularly for advanced server DRAMs that are used to support the data processing and storage requirements of AI accelerators and data centers. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor

Industry.” Our overall DRAM bit sales volume increased in the first quarter of 2026 compared to the first quarter of 2025 reflecting increases in demand for DRAMs and HBMs. See “— Cyclical Nature, Volatility and Seasonality of the

Semiconductor Industry.”

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•

Revenue from NAND flash sales increased by 258.5%, or W 8,345 billion, to W 11,574 billion in the first quarter of 2026 from W 3,229 billion in the first quarter of 2025, primarily due to (i) an increase in the average selling price of such products and (ii) an increase in

their sales volume. The average selling price of NAND flash memory products on a U.S. dollar basis increased significantly in the first quarter of 2026 compared to the first quarter of 2025 reflecting a strong increase in global demand across all

our major NAND flash memory product categories, particularly high-density, high-performance eSSDs. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” Our overall NAND flash bit sales volume increased

in the first quarter of 2026 compared to the first quarter of 2025 reflecting such increases in demand. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.”

•

Revenue from our other products decreased by 8.0%, or W 30 billion, to W 343 billion in the first quarter of 2026 from W 373 billion in the first quarter of 2025, primarily reflecting a decrease in revenue from sales of CISs.

Cost of Sales and Gross Profit

Our

cost of sales increased by 44.6%, or W 3,360 billion, to

W 10,897 billion in the first quarter of 2026 from

W 7,537 billion in the first quarter of 2025, primarily due to increases in (i) salaries, employee benefits and others,

(ii) expenses related to raw materials, supplies and consumables and (iii) depreciation and amortization expenses. Salaries, employee benefits and others increased primarily due to a significant increase in accrued bonuses under our

profit-sharing incentive program, reflecting an improvement in our operating results in the first quarter of 2026 compared to the first quarter of 2025. See “Business — Employees” for a discussion of our profit-sharing incentive

program. Our expenses related to raw materials, supplies and consumables increased to W 3,048 billion in the first quarter of 2026 from W 2,525 billion in the first quarter of 2025 primarily due to increases in our sales volumes of DRAM and NAND flash memory products. Our

depreciation and amortization expenses increased primarily due to an increase in our investments in property, plant and equipment that increased depreciation of certain assets in the first quarter of 2026.

Our gross profit increased by 312.6%, or

W 31,577 billion, to

W 41,679 billion in the first quarter of 2026 from

W 10,102 billion in the first quarter of 2025. Our gross profit margin increased to 79.3% in the first quarter of 2026 from 57.3% in the

first quarter of 2025, primarily due to an increase in revenue reflecting a strong increase in demand for memory semiconductor products and their average selling prices, which outpaced an increase in cost of sales as described above.

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Selling and Administrative Expenses

The following table presents a breakdown of our selling and administrative expenses and changes therein for the first quarter of 2026 and the first

quarter of 2025.

Changes

For the Three Months Ended

March 31,

First Quarter of 2026 versus

First Quarter of 2025

2026

2025

Amount

%

(In billions of Won, except for percentages)

Selling and administrative expenses:

Salaries

W

844

W

438

W

407

92.9

%

Defined benefit plan

13

13

(0

)

(2.2

)

Employee benefits

91

65

26

39.5

Commission

177

193

(16

)

(8.2

)

Depreciation

71

76

(5

)

(6.3

)

Amortization

118

135

(17

)

(12.4

)

Freight and custody charges

17

13

4

28.2

Taxes and dues

43

29

14

48.9

Advertising

26

15

11

74.8

Supplies

39

22

17

75.3

Sales promotion expenses

114

101

13

13.3

Quality control cost

(43

)

(4

)

(39

)

1,076.0

Training

28

27

2

6.6

Others

78

67

11

17.2

Total

W

1,618

W

1,190

W

428

36.0

%

Our selling and administrative expenses increased by 36.0%, or W 428 billion, to W 1,618 billion in the first quarter of 2026 from W 1,190 billion in the first quarter of 2025, primarily due to increases in salaries and employee benefits. Specifically:

•

Salaries increased by 92.9%, or

W 407 billion, to W 844 billion

in the first quarter of 2026 from W 438 billion in the first quarter of 2025, primarily due to a significant increase in accrued bonuses

under our profit-sharing incentive program, reflecting an improvement in our operating results in the first quarter of 2026 compared to the first quarter of 2025. See “Business — Employees” for a discussion of our profit-sharing

incentive program.

•

Employee benefits increased by 39.5%, or

W 26 billion, to W 91 billion

in the first quarter of 2026 from W 65 billion in the first quarter of 2025, primarily due to increases in our contribution to the employee

welfare fund and health insurance-related payments.

Our selling and administrative expenses as a percentage of total revenue

decreased to 3.1% in the first quarter of 2026 from 6.7% in the first quarter of 2025.

Research and Development Expenses

The following table presents a breakdown of our research and development expenses and changes therein for the first quarter of 2026 and the first quarter

of 2025.

Changes

For the Three Months Ended

March 31,

First Quarter of 2026 versus

First Quarter of 2025

2026

2025

Amount

%

(In billions of Won, except for percentages)

Research and development expenses:

Expenditure on research and development

W

2,550

W

1,515

W

1,035

68.3

%

Development cost capitalized

(99

)

(43

)

(56

)

128.4

Total

W

2,451

W

1,472

W

980

66.6

%

Our expenditure on research and development, after adjusting for capitalized development cost, increased by 66.6%, or W 980 billion, to W 2,451 billion in

the first quarter of 2026 from W 1,472 billion in

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the first quarter of 2025, primarily reflecting an increase in labor expenses of our research and development personnel and an increase in our AI-related

research and development activities.

Our research and development expenses as a percentage of total revenue decreased to 4.7% in the first quarter

of 2026 from 8.3% in the first quarter of 2025.

Finance Income and Expenses

The following table presents a breakdown of our finance income and expenses and changes therein for the first quarter of 2026 and the first quarter of

2025.

Changes

For the Three Months Ended

March 31,

First Quarter of 2026 versus

First Quarter of 2025

2026

2025

Amount

%

(In billions of Won, except for percentages)

Interest income

W

189

W

106

W

83

78.1

%

Dividend income

3,952

4

3,948

96,116.8

Foreign exchange differences

2,931

629

2,302

366.3

Gain on valuation of financial instruments

9,942

1,900

8,042

423.3

Others

43

48

(6

)

(11.5

)

Total finance income

17,056

2,687

14,369

534.7

Interest expenses

167

258

(91

)

(35.2

)

Foreign exchange differences

1,358

507

851

167.8

Loss on derivatives

1,499

—

1,499

N.A.

(1)

Others

—

0

(0

)

(100.0

)

Total finance expenses

W

3,023

W

765

W

2,259

295.4

%

(1)

N.A. means not applicable.

Our gain on valuation of financial instruments increased by 423.3%, or

W 8,042 billion, to

W 9,942 billion in the first quarter of 2026 from

W 1,900 billion in the first quarter of 2025, which related primarily to our stake in Kioxia. The market value of Kioxia increased

significantly in the first quarter of 2026, reflecting an increase in global demand for memory semiconductor products.

Our dividend income

increased significantly by W 3,948 billion to

W 3,952 billion in the first quarter of 2026 from

W 4 billion in the first quarter of 2025, which related primarily to dividend payments from Kioxia.

Our net gain on foreign exchange differences increased by

W 1,452 billion, to

W 1,573 billion in the first quarter of 2026 from

W 122 billion in the first quarter of 2025, as the Won appreciated against the U.S. dollar during the first quarter of 2025 but depreciated

during the first quarter of 2026. In terms of the noon buying rate, the Won appreciated against the U.S. dollar to W 1,474.4 to US$1.00 as of

March 31, 2025 from W 1,477.9 to US$1.00 as of December 31, 2024, but depreciated to W 1,523.5 to US$1.00 as of

March 31, 2026 from W 1,444.6 to US$1.00 as of December 31, 2025. The noon buying rate, which was W 1,477.9 to US$1.00 as of December 31, 2024, appreciated during the first quarter of 2025 to an average of W 1,452.0 to US$1.00. However, during the first quarter of 2026, the noon buying rate, which was W 1,444.6 to US$1.00 as of December 31, 2025, depreciated to an average of W 1,465.6

to US$1.00.

We recognized net loss on derivatives of

W 1,499 billion in the first quarter of 2026 compared to no such loss in the first quarter of 2025. Such change was primarily driven by

settlement losses on exchange rights related to our then outstanding exchangeable bonds which were classified as financial liabilities at fair value through profit or loss, required to be recorded under IFRS Accounting Standards as issued by the

IASB, reflecting an increase in our share price relative to the share price as of December 31, 2025. Such net loss on derivatives does not impact our cash flows. On April 28, 2026, we exercised our option to

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redeem the entire balance of such exchangeable bonds remaining outstanding as of the end of May 18, 2026, and we completed such redemption on May 28, 2026. See Notes 14 and 32(2) of the

Notes to the Interim Financial Statements for further information.

Share of Loss of Equity-accounted Investees

In the first quarter of 2026, we recorded share of loss of equity-accounted investees of W 27 billion primarily due to our share of loss of W 30 billion from SK hynix

system ic (Wuxi) Co., Ltd., which was partially offset by our share of gain of W 3 billion from HITECH Semiconductor (Wuxi) Co., Ltd.

(“HITECH Semiconductor”).

In the first quarter of 2025, we recorded share of loss of equity-accounted investees of W 41 billion primarily due to our share of losses of

W 27 billion from SK hynix system ic (Wuxi) Co., Ltd. and

W 13 billion from SK South East Asia Investment Pte. Ltd.

Other Income

The following table

presents a breakdown of our other income and changes therein for the first quarter of 2026 and the first quarter of 2025.

Changes

For the Three Months Ended

March 31,

First Quarter of 2026 versus

First Quarter of 2025

2026

2025

Amount

%

(In billions of Won, except for percentages)

Gain on disposal of property, plant and equipment

W

10

W

45

W

(35

)

(77.5

)

Others

5

34

(29

)

(85.5

)

Total other income

W

15

W

79

W

(64

)

(81.0

)%

Our other income decreased by 81.0%, or

W 64 billion, to W 15 billion

in the first quarter of 2026 from W 79 billion in the first quarter of 2025, primarily due to a decrease in gain on disposal of property,

plant and equipment by 77.5%, or W 35 billion, to

W 10 billion in the first quarter of 2026 from

W 45 billion in the first quarter of 2025. Such decrease related primarily to a decrease in disposal of idle equipment.

Other Expenses

The following table

presents a breakdown of our other expenses and changes therein for the first quarter of 2026 and the first quarter of 2025.

Changes

For the Three Months Ended

March 31,

First Quarter of 2026 versus

First Quarter of 2025

2026

2025

Amount

%

(In billions of Won, except for percentages)

Donation

W

3

W

4

W

(1

)

(29.4

)%

Loss on impairment of property, plant and equipment

0

0

(0

)

(82.9

)

Loss on disposal of property, plant and equipment

7

2

5

285.1

Loss on disposal of intangible assets

1

1

0

88.2

Depreciation expenses on assets not in use

3

12

(8

)

(71.5

)

Others

0

84

(83

)

(99.8

)

Total other expenses

W

15

W

102

W

(87

)

(85.7

)%

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Our other expenses decreased by 85.7%, or W 87 billion, to W 15 billion in the first quarter of 2026 from W 102 billion in the first quarter of 2025, primarily due to a decrease in other expenses. In the first quarter of 2025, we recognized other

expenses of W 84 billion, which primarily related to costs incurred in connection with the settlement of consideration payable for the

second closing of the Intel NAND Business Acquisition in March 2025.

Income Tax Expense

Our income tax expense increased by 846.3%, or

W 10,080 billion, to

W 11,271 billion in the first quarter of 2026 from

W 1,191 billion in the first quarter of 2025, primarily due to an increase in our profit before income tax by 455.1%, or W 42,318 billion, to W 51,617 billion

in the first quarter of 2026 from W 9,299 billion in the first quarter of 2025. Our effective tax rate increased to 21.8% in the first

quarter of 2026 from 12.8% in the first quarter of 2025. In the first quarter of 2025, we recorded lower effective tax rate primarily due to tax credits related to our capital expenditures.

Profit for the Period

Primarily due

to the factors described above, our profit for the year increased by 397.6%, or W 32,238 billion, to

W 40,346 billion in the first quarter of 2026 from

W 8,108 billion in the first quarter of 2025. Our net profit margin increased to 76.7% in the first quarter of 2026 from 46.0% in the first

quarter of 2025.

Results of Operations – 2025 Compared to 2024

The following table presents selected income statement data and changes therein for 2025 and 2024.

Changes

For the Year Ended December 31,

2025 versus 2024

2025

2024

Amount

%

(In billions of Won, except for percentages)

Revenue

W

97,147

W

66,193

W

30,954

46.8

%

Cost of sales

38,456

34,365

4,091

11.9

Gross profit

58,691

31,828

26,863

84.4

Selling and administrative expenses

5,019

3,924

1,094

27.9

Research and development expenses

6,466

4,436

2,029

45.7

Finance income

16,373

4,855

11,518

237.2

Finance expenses

12,505

5,708

6,797

119.1

Share of loss of equity-accounted investees

(565

)

(38

)

(526

)

1,376.1

Other income

333

1,477

(1,143

)

(77.4

)

Other expenses

378

167

211

125.8

Profit before income tax

50,466

23,886

26,580

111.3

Income tax expense

7,518

4,088

3,429

83.9

Profit for the year

W

42,948

W

19,797

W

23,151

116.9

%

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Revenue

The following table presents a breakdown of our revenue by principal product category and changes therein for 2025 and 2024.

Changes

For the Year Ended December 31,

2025 versus 2024

2025

2024

Amount

%

(In billions of Won, except for percentages)

DRAM

W

74,904

W

44,732

W

30,172

67.5

%

NAND flash

20,690

19,274

1,416

7.3

Other products (1)

1,552

2,187

(635

)

(29.0

)

Total revenue

W

97,147

W

66,193

W

30,954

46.8

%

(1)

Includes revenue from sales of CISs and foundry products, lease income and consolidated revenue from certain domestic

subsidiaries.

Our revenue increased by 46.8%, or

W 30,954 billion, to W 97,147 billion in

2025 from W 66,193 billion in 2024, primarily due to increases in revenue from DRAM and NAND flash sales. Specifically:

•

Revenue from DRAM sales increased by 67.5%, or

W 30,172 billion, to W 74,904 billion in

2025 from W 44,732 billion in 2024, primarily due to (i) an increase in the average selling price of such products, (ii) an increase in their

sales volume and (iii) depreciation of the average value of the Won against the U.S. dollar in 2025 compared to 2024 that contributed to an increase in our revenue from such products in Won terms. The average selling price of DRAMs on a U.S. dollar

basis increased significantly in 2025 compared to 2024 reflecting a general increase in global demand for DRAMs, particularly for premium products such as HBMs designed to meet faster data-processing speed requirements of graphics applications that

incorporate deep learning and AI technologies as well as advanced server DRAMs that are used to support the data processing and storage requirements of AI accelerators and data centers. See “— Cyclical Nature, Volatility and Seasonality

of the Semiconductor Industry.” Our overall DRAM bit sales volume increased significantly in 2025 compared to 2024 in response to such increase in demand for DRAMs. See “— Cyclical Nature, Volatility and Seasonality of the

Semiconductor Industry.” The noon buying rate depreciated to an average of W 1,421.4 to US$1.00 in 2025 compared to an average of W 1,363.4 to US$1.00 in 2024. The noon buying rate was

W 1,291.0 to US$1.00 as of December 31, 2023.

•

Revenue from NAND flash sales increased by 7.3%, or

W 1,416 billion, to W 20,690 billion in

2025 from to W 19,274 billion in 2024, primarily due to (i) an increase in their sales volume and (ii) depreciation of the average value of the

Won against the U.S. dollar in 2025 compared to 2024 as discussed above, the impact of which was partially offset by a decrease in the average selling price of such products. Our overall NAND flash bit sales volume increased significantly in 2025

compared to 2024 reflecting an increase in global demand for high-density, high-performance eSSDs in the second half of 2025. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” On the other hand, the

average selling price of NAND flash memory products on a U.S. dollar basis decreased significantly in 2025 compared to 2024. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” Despite a recovery in

demand centered on eSSDs in the second half of 2025, the annual blended selling price of NAND flash memory products declined due to sluggish market conditions in the first half of 2025 and a reduction in the overall proportion of high-value NAND

flash memory solutions within NAND flash sales in 2025 compared to 2024.

•

Revenue from our other products decreased by 29.0%, or W 635 billion, to W 1,552 billion in 2025 from W 2,187 billion in 2024, primarily reflecting a decrease in revenue from sales of CISs.

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Table of Contents

Cost of Sales and Gross Profit

Our cost of sales increased by 11.9%, or

W 4,091 billion, to W 38,456 billion

in 2025 from W 34,365 billion in 2024, primarily due to increases in (i) salaries, employee benefits and others, (ii) expenses related to raw

materials, supplies and consumables and (iii) depreciation and amortization expenses. Salaries, employee benefits and others increased primarily due to a significant increase in accrued bonuses under our profit-sharing incentive program, reflecting

an improvement in our operating results in 2025 compared to 2024. See “Business — Employees” for a discussion of our profit-sharing incentive program. Our expenses related to raw materials, supplies and consumables increased to W 12,097 billion in 2025 from W 10,575 billion

in 2024 primarily due to increases in our sales volumes of DRAM and NAND flash memory products. Our depreciation and amortization expenses increased primarily due to commencement of depreciation of completed plants following an increase in our

investments in property, plant and equipment in recent years.

Our gross profit increased by 84.4%, or W 26,863 billion, to W 58,691 billion in 2025 from W 31,828 billion in 2024. Our gross profit margin increased to 60.4% in 2025 from 48.1% in 2024, primarily due to an increase in revenue reflecting a

strong increase in demand for memory semiconductor products and the average selling price of DRAMs, which outpaced an increase in cost of sales as described above.

Selling and Administrative Expenses

The following table presents a breakdown of our selling and administrative expenses and changes therein for 2025 and 2024.

Changes

For the Year Ended December 31,

2025 versus 2024

2025

2024

Amount

%

(In billions of Won, except for percentages)

Selling and administrative expenses:

Salaries

W

1,859

W

1,258

W

602

47.8

%

Defined benefit plan

47

41

6

14.0

Employee benefits

279

235

45

19.0

Commission

787

774

13

1.7

Depreciation

295

303

(7

)

(2.4

)

Amortization

484

257

227

88.2

Freight and custody charges

63

54

8

15.5

Taxes and dues

138

101

37

36.2

Advertising

148

123

25

19.8

Supplies

125

112

12

11.0

Sales promotion expenses

299

216

82

38.0

Quality control cost

(4

)

48

(53

)

N.A.

(1)

Training

96

74

22

30.3

Others

404

327

76

23.3

Total

W

5,019

W

3,924

W

1,094

27.9

%

(1)

N.A. means not applicable.

Our selling and administrative expenses increased by 27.9%, or

W 1,094 billion, to W 5,019 billion

in 2025 from W 3,924 billion in 2024, primarily due to increases in salaries, amortization and sales promotion expenses. Specifically:

•

Salaries increased by 47.8%, or

W 602 billion, to W 1,859 billion in

2025 from W 1,258 billion in 2024, primarily due to a significant increase in accrued bonuses under our profit-sharing incentive program,

reflecting an improvement in our operating results in 2025 compared to 2024.

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•

Amortization increased by 88.2%, or

W 227 billion, to W 484 billion in

2025 from W 257 billion in 2024, primarily due to commencement of amortization of development costs related to our 321 layers technology.

•

Sales promotion expenses increased by 38.0%, or

W 82 billion, to W 299 billion in

2025 from W 216 billion in 2024, primarily due to an increase in the distribution of promotional samples.

Our selling and administrative expenses as a percentage of total revenue decreased to 5.2% in 2025 from 5.9% in 2024.

Research and Development Expenses

The

following table presents a breakdown of our research and development expenses and changes therein for 2025 and 2024.

Changes

For the Year Ended December 31,

2025 versus 2024

2025

2024

Amount

%

(In billions of Won, except for percentages)

Research and development expenses:

Expenditure on research and development

W

6,733

W

4,854

W

1,878

38.7

%

Development cost capitalized

(267

)

(418

)

151

(36.1

)

Total

W

6,466

W

4,436

W

2,029

45.7

%

Our expenditure on research and development, after adjusting for capitalized development cost, increased by 45.7%, or W 2,029 billion, to W 6,466 billion in

2025 from W 4,436 billion in 2024, primarily reflecting an increase in labor expenses of our research and development personnel and an increase

in our AI-related research and development activities.

Our research and development expenses as a percentage of total revenue remained unchanged at

6.7% in 2025 and 2024.

Finance Income and Expenses

The following table presents a breakdown of our finance income and expenses and changes therein for 2025 and 2024.

Changes

For the Year Ended December 31,

2025 versus 2024

2025

2024

Amount

%

(In billions of Won, except for percentages)

Interest income

W

494

W

345

W

150

43.4

%

Dividend income

941

29

911

3,109.3

Foreign exchange differences

2,738

4,221

(1,483

)

(35.1

)

Gain on valuation of financial instruments

12,012

89

11,923

13,358.4

Gain on disposal of financial instruments

188

162

26

16.0

Gain on derivatives

0

9

(8

)

(95.5

)

Total finance income

16,373

4,855

11,518

237.2

Interest expenses

924

1,345

(422

)

(31.3

)

Foreign exchange differences

3,186

3,952

(766

)

(19.4

)

Loss on valuation of financial instruments

28

294

(266

)

(90.5

)

Loss on derivatives

8,366

103

8,263

8,004.3

Others

1

14

(13

)

(93.0

)

Total finance expenses

W

12,505

W

5,708

W

6,797

119.1

%

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Table of Contents

Our gain on valuation of financial instruments increased significantly by W 11,923 billion, to W 12,012 billion in

2025 from W 89 billion in 2024, which related primarily to our stake in Kioxia. Following Kioxia’s initial public offering in December

2024, the market value of Kioxia increased significantly during 2025.

Our net loss on derivatives increased significantly by W 8,271 billion to W 8,366 billion in

2025 from W 95 billion in 2024. Such increase was primarily driven by valuation and settlement losses on exchange rights related to our then

outstanding exchangeable bonds which were classified as financial liabilities at fair value through profit or loss, required to be recorded under IFRS Accounting Standards as issued by the IASB, reflecting an increase in our share price relative to

the share price as of December 31, 2024. Such net loss on derivatives does not impact our cash flows. On April 28, 2026, we exercised our option to redeem the entire balance of such exchangeable bonds remaining outstanding as of the end of

May 18, 2026, and we completed such redemption on May 28, 2026. See Notes 16 and 35(5) of the Notes to the Annual Financial Statements for further information.

Dividend income increased significantly by W 911

billion to W 941 billion in 2025 from

W 29 billion in 2024, primarily due to dividend income from our stake in Kioxia.

Interest expenses decreased by 31.3%, or W 422

billion, to W 924 billion in 2025 from

W 1,345 billion in 2024, primarily reflecting a decrease in our borrowings as well as a general decrease in interest rates in 2025 compared

to 2024.

Interest income increased by 43.4%, or

W 150 billion, to W 494 billion in 2025

from W 345 billion in 2024, primarily reflecting an increase in our interest-earning financial assets, which impact was partially offset by

a general decrease in interest rates in 2025 compared to 2024.

We recognized net loss on foreign exchange differences of W 448 billion in 2025 compared to net gain on foreign exchange differences of

W 269 billion in 2024, as the Won depreciated against the U.S. dollar at year-end in 2024 but appreciated at year-end in 2025. In terms of the

noon buying rate, the Won appreciated against the U.S. dollar to W 1,444.6 to US$1.00 as of December 31, 2025 from W 1,477.9 to US$1.00 as of December 31, 2024. However, the Won depreciated against the U.S. dollar to W 1,477.9 to US$1.00 as of December 31, 2024 from W 1,291.0 to US$1.00 as of

December 31, 2023. The noon buying rate depreciated to an average of W 1,421.4 to US$1.00 in 2025 compared to an average of W 1,363.4 to US$1.00 in 2024. The noon buying rate was

W 1,291.0 to US$1.00 as of December 31, 2023.

Share of Loss of Equity-accounted Investees

In 2025, we recorded share of loss of equity-accounted investees of

W 565 billion primarily due to

(i) W 471 billion in loss reflecting the difference between the book value and the recoverable amount of our investment in SK hynix

system ic (Wuxi) Co., Ltd. and (ii) our share of losses of W 133 billion from SK hynix system ic (Wuxi) Co., Ltd.

In 2024, we recorded share of loss of equity-accounted investees of

W 38 billion primarily due to (i) our share of losses of

W 35 billion from SK hynix system ic (Wuxi) Co., Ltd. and

W 13 billion from SiFive, Inc. and (ii)

W 25 billion in loss reflecting the difference between the book value and the recoverable amount of our investment in SiFive Inc., the aggregate

impact of which was partially offset by our share of gain of W 18 billion from HITECH Semiconductor (Wuxi) Co., Ltd. (“HITECH

Semiconductor”).

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Other Income

The following table presents a breakdown of our other income and changes therein for 2025 and 2024.

Changes

For the Year Ended December 31,

2025 versus 2024

2025

2024

Amount

%

(In billions of Won, except for percentages)

Reversal on impairment of intangible assets

W

0

W

0

W

(0

)

(41.2

)

Gain on disposal of property, plant and equipment

98

70

28

39.4

Gain on disposal of non-current assets held for sale

29

1,317

(1,287

)

(97.8

)

Gain on disposal of subsidiaries

0

36

(36

)

(99.2

)

Others

206

54

152

281.1

Total other income

W

333

W

1,477

W

(1,143

)

(77.4

)%

Our other income decreased by 77.4%, or

W 1,143 billion, to W 333 billion in

2025 from W 1,477 billion in 2024, primarily due to a decrease in gain on disposal of non-current assets held for sale by 97.8%, or W 1,287 billion, to W 29 billion in 2025 from W 1,317 billion in 2024. In 2025, we recognized such gain primarily from our disposal of interest in Sky High Memory Limited. In 2024, we recognized

such gain primarily from our disposal of SK hynix system ic (Wuxi) Co., Ltd.

Other Expenses

The following table presents a breakdown of our other expenses and changes therein for 2025 and 2024.

Changes

For the Year Ended December 31,

2025 versus 2024

2025

2024

Amount

%

(In billions of Won, except for percentages)

Donation

W

85

W

83

W

2

2.3

%

Loss on impairment of property, plant and equipment

45

—

45

N.A.

(1)

Loss on disposal of property, plant and equipment

44

18

26

147.7

Loss on impairment of intangible assets

38

0

38

13,448.8

Loss on disposal of intangible assets

39

9

29

312.8

Depreciation expenses on assets not in use

40

37

4

10.1

Others

87

20

67

327.4

Total other expenses

W

378

W

167

W

211

125.8

%

(1)

N.A. means not applicable.

Our other expenses increased by 125.8%, or

W 211 billion, to W 378 billion in

2025 from W 167 billion in 2024, primarily due to an increase in other expenses, recognition of loss on impairment of property, plant and

equipment in 2025 compared to no such loss in 2024 and an increase in loss on impairment of intangible assets. Specifically:

•

Our other expenses increased by 327.4%, or

W 67 billion, to W 87 billion in 2025

from W 20 billion in 2024, primarily due to costs incurred in connection with the settlement of consideration payable for the second closing

of the Intel NAND Business Acquisition in March 2025.

•

In 2025, we recognized loss on impairment of property, plant and equipment of W 45 billion related to the demolition of a building.

•

In 2025, we recognized loss on impairment of intangible assets of W 38 billion related to our decision to integrate our CIS business unit into our AI memory operations.

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Table of Contents

Income Tax Expense

Our income tax expense increased by 83.9%, or

W 3,429 billion, to W 7,518 billion

in 2025 from W 4,088 billion in 2024, primarily due to an increase in our profit before income tax by 111.3%, or W 26,580 billion, to W 50,466 billion in 2025

from W 23,885 billion in 2024. Our effective tax rate decreased to 14.9% in 2025 from 17.1% in 2024, primarily due to an increase in tax credits

related to our capital expenditures. See Note 29 of the notes to the Audited Financial Statements.

Profit for the Year

Primarily due to the factors described above, our profit for the year increased by 116.9%, or W 23,151 billion, to W 42,948 billion in 2025 from W 19,797 billion in 2024. Our net profit margin increased to 44.2% in 2025 from 29.9% in 2024.

Results of Operations – 2024 Compared to 2023

The

following table presents selected income statement data and changes therein for 2024 and 2023.

Changes

For the Year Ended December 31,

2024 versus 2023

2024

2023

Amount

%

(In billions of Won, except for percentages)

Revenue

W

66,193

W

32,766

W

33,427

102.0

%

Cost of sales

34,365

33,299

1,066

3.2

Gross profit (loss)

31,828

(533

)

32,362

N.A.

(1)

Selling and administrative expenses

3,924

3,446

478

13.9

Research and development expenses

4,436

3,751

686

18.3

Finance income

4,855

2,262

2,593

114.7

Finance expenses

5,708

6,093

(385

)

(6.3

)

Share of profit (loss) of equity-accounted investees

(38

)

15

(53

)

N.A.

(1)

Other income

1,477

624

853

136.7

Other expenses

167

735

(568

)

(77.2

)

Profit (loss) before income tax

23,885

(11,658

)

35,543

N.A.

(1)

Income tax expense (benefit)

4,088

(2,520

)

6,609

N.A.

(1)

Profit (loss) for the year

W

19,797

W

(9,138

)

W

28,934

N.A.

(1)

(1)

N.A. means not applicable.

Revenue

The following table presents a

breakdown of our revenue by principal product category and changes therein for 2024 and 2023.

Changes

For the Year Ended December 31,

2024 versus 2023

2024

2023

Amount

%

(In billions of Won, except for percentages)

DRAM

W

44,732

W

20,769

W

23,963

115.4

%

NAND flash

19,274

9,653

9,621

99.7

Other products (1)

2,187

2,344

(157

)

(6.7

)

Total revenue

W

66,193

W

32,766

W

33,427

102.0

%

(1)

Includes revenue from sales of CISs and foundry products, lease income and consolidated revenue from certain domestic

subsidiaries.

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Table of Contents

Our revenue increased by 102.0%, or W 33,427 billion, to W 66,193 billion in 2024 from W 32,766 billion in 2023, primarily due to increases in revenue from DRAM and NAND flash sales. Specifically:

•

Revenue from DRAM sales significantly increased by 115.4%, or W 23,963 billion, to W 44,732 billion in 2024 from W 20,769 billion in 2023, primarily due to (i) an increase in the average selling price of such products, (ii) an increase in their

sales volume and (iii) depreciation of the average value of the Won against the U.S. dollar in 2024 compared to 2023 that contributed to an increase in our revenue from such products in Won terms. The average selling price of DRAMs on a U.S.

dollar basis increased significantly in 2024 compared to 2023 reflecting a general increase in global demand for DRAMs, particularly for premium products such as HBMs designed to meet faster data-processing speed requirements of graphics

applications that incorporate deep learning and AI technologies. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” Our overall DRAM bit sales volume increased significantly in 2024 compared to 2023

in response to such increase in demand for DRAMs. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” The noon buying rate depreciated to an average of W 1,363.4 to US$1.00 in 2024 compared to an average of W 1,306.8 to US$1.00 in 2023. The

noon buying rate was W 1,260.2 to US$1.00 as of December 31, 2022.

•

Revenue from NAND flash sales increased by 99.7%, or

W 9,621 billion, to

W 19,274 billion in 2024 from

W 9,653 billion in 2023, primarily due to (i) an increase in the average selling price of such products and (ii) depreciation of

the average value of the Won against the U.S. dollar in 2024 compared to 2023 as discussed above. The average selling price of NAND flash memory products on a U.S. dollar basis increased significantly in 2024 compared to 2023 reflecting an increase

in global demand for high-density, high-performance eSSDs and an improved supply-demand balance in the overall NAND flash memory market. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” The

increase in our overall NAND flash bit sales volume in 2024 compared to 2023 was marginal. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.”

•

Revenue from our other products decreased by 6.7%, or W 157 billion, to W 2,187 billion in 2024 from W 2,344 billion in 2023, primarily reflecting a decrease in revenue from sales of CISs.

Cost of Sales and Gross Profit (Loss)

Our cost of sales increased by 3.2%, or

W 1,066 billion, to

W 34,365 billion in 2024 from

W 33,299 billion in 2023, primarily due to increases in (i) salaries, employee benefits and others and (ii) expenses related to

raw materials, supplies and consumables, the aggregate impact of which was partially offset by a decrease in depreciation and amortization expenses. Salaries, employee benefits and others increased primarily due to an increase in our accrued

payments under employee profit-sharing arrangements. Our expenses related to raw materials, supplies and consumables increased to

W 10,575 billion in 2024 from

W 9,547 billion in 2023 primarily due to increases in our sales volumes of DRAM and NAND flash memory products. Our depreciation and

amortization expenses decreased, primarily reflecting completion of depreciation and amortization of certain assets in 2023.

We recorded gross

profit of W 31,828 billion in 2024 compared to gross loss of

W 533 billion in 2023. We recorded gross profit margin of 48.1% in 2024 compared to gross loss margin of 1.6% in 2023, primarily due to an

increase in revenue reflecting a strong increase in demand for memory semiconductor products and their average selling prices, which outpaced an increase in cost of sales as described above.

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Table of Contents

Selling and Administrative Expenses

The following table presents a breakdown of our selling and administrative expenses and changes therein for 2024 and 2023.

Changes

For the Year Ended December 31,

2024 versus 2023

2024

2023

Amount

%

(In billions of Won, except for percentages)

Selling and administrative expenses:

Salaries

W

1,258

W

829

W

429

51.7

%

Defined benefit plan

41

36

6

16.6

Employee benefits

235

221

14

6.3

Commission

774

769

4

0.6

Depreciation

303

304

(2

)

(0.5

)

Amortization

257

283

(26

)

(9.1

)

Freight and custody charges

54

54

1

1.5

Taxes and dues

101

86

15

17.9

Advertising

123

84

40

47.7

Supplies

112

121

(8

)

(6.9

)

Sales promotion expenses

216

118

99

83.7

Quality control cost

48

147

(98

)

(66.9

)

Training

74

79

(5

)

(6.6

)

Others

327

317

10

3.2

Total

W

3,924

W

3,446

W

478

13.9

%

Our selling and administrative expenses increased by 13.9%, or W 478 billion, to W 3,924 billion in 2024 from W 3,446 billion in 2023, primarily due to increases in salaries and sales promotion expenses, which were partially offset by a decrease in quality

control cost. Specifically:

•

Salaries increased by 51.7%, or

W 429 billion, to

W 1,258 billion in 2024 from

W 829 billion in 2023, primarily due to an increase in our accrued payments under employee profit-sharing arrangements.

•

Sales promotion expenses increased by 83.7%, or

W 99 billion, to W 216 billion

in 2024 from W 118 billion in 2023, primarily due to an increase in the distribution of promotional samples.

•

Quality control cost decreased by 66.9%, or

W 98 billion, to W 48 billion

in 2024 from W 147 billion in 2023, primarily reflecting the base effect of warranty provisions recognized in 2023 for anticipated costs

related to quality issues of certain products, including cash compensation and product replacements.

Our selling and

administrative expenses as a percentage of total revenue decreased to 5.9% in 2024 from 10.5% in 2023.

Research and Development Expenses

The following table presents a breakdown of our research and development expenses and changes therein for 2024 and 2023.

Changes

For the Year Ended December 31,

2024 versus 2023

2024

2023

Amount

%

(In billions of Won, except for percentages)

Research and development expenses:

Expenditure on research and development

W

4,854

W

4,101

W

753

18.4

%

Development cost capitalized

(418

)

(351

)

(67

)

19.2

Total

W

4,436

W

3,751

W

686

18.3

%

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Our expenditure on research and development, after adjusting for capitalized development cost,

increased by 18.3%, or W 686 billion, to

W 4,436 billion in 2024 from

W 3,751 billion in 2023, primarily reflecting an increase in labor expenses of our research and development personnel and an increase in our

AI-related research and development activities.

Our research and development expenses as a percentage of total revenue decreased to 6.7% in 2024

from 11.4% in 2023.

Finance Income and Expenses

The following table presents a breakdown of our finance income and expenses and changes therein for 2024 and 2023.

Changes

For the Year Ended December 31,

2024 versus 2023

2024

2023

Amount

%

(In billions of Won, except for percentages)

Interest income

W

345

W

216

W

128

59.3

%

Dividend income

29

13

16

118.9

Foreign exchange differences

4,221

1,904

2,317

121.7

Gain on valuation of financial instruments

89

30

59

193.5

Gain on disposal of financial instruments

162

84

78

92.4

Gain on derivatives

9

14

(5

)

(37.1

)

Total finance income

4,855

2,262

2,593

114.7

Interest expenses

1,345

1,468

(123

)

(8.4

)

Foreign exchange differences

3,952

2,222

1,730

77.8

Loss on valuation of financial instruments

294

1,488

(1,195

)

(80.3

)

Loss on derivatives

103

914

(811

)

(88.7

)

Others

14

0

14

N.M.

(1)

Total finance expenses

W

5,708

W

6,093

W

(385

)

(6.3

)%

(1)

N.M. means not meaningful.

Our loss on valuation of financial instruments decreased by 80.3%, or

W 1,195 billion, to W 294 billion in 2024

from W 1,488 billion in 2023. Such fluctuation in valuation of financial instruments related primarily to our stake in Kioxia.

Our net loss on derivatives, which primarily related to our then outstanding exchangeable bonds, decreased by 89.5%, or W 806 billion, to W 95 billion in 2024 from W 900 billion in 2023. Such decrease was primarily attributable to the relatively smaller increase in our share price during 2024 as compared to the

increase in 2023.

We recognized net gain on foreign exchange differences of

W 269 billion in 2024 compared to net loss on foreign exchange differences of W 319 billion in 2023, as the Won depreciated against the U.S. dollar at year-end in 2023 and further depreciated (to a much greater extent) at year-end in 2024. In terms of the noon buying rate, the Won depreciated against the U.S. dollar to W 1,477.9 to

US$1.00 as of December 31, 2024 from W 1,291.0 to US$1.00 as of December 31, 2023. The Won depreciated against the U.S. dollar to W 1,291.0 to US$1.00 as of December 31, 2023 from

W 1,260.2 to US$1.00 as of December 31, 2022. The noon buying rate depreciated to an average of W 1,363.4 to US$1.00 in 2024 compared to an average of W 1,306.8 to US$1.00 in 2023. The

noon buying rate was W 1,260.2 to US$1.00 as of December 31, 2022.

Interest income increased by 59.3%, or

W 128 billion, to W 345 billion

in 2024 from W 216 billion in 2023, primarily reflecting an increase in our interest-earning financial assets, which impact was partially

offset by a general decrease in interest rates in 2024 compared to 2023.

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Interest expenses decreased by 8.4%, or W 123 billion, to W 1,345 billion in 2024 from W 1,468 billion in 2023, primarily reflecting a decrease in our borrowings as well as a general decrease in interest rates in 2024 compared to

2023.

Share of Profit (Loss) of Equity-accounted Investees

In 2024, we recorded share of loss of equity-accounted investees of

W 38 billion primarily due to (i) our share of losses of

W 35 billion from SK hynix system ic (Wuxi) Co., Ltd. and

W 13 billion from SiFive, Inc. and (ii)

W 25 billion in loss reflecting the difference between the book value and the recoverable amount of our investment in SiFive Inc., the

aggregate impact of which was partially offset by our share of gain of W 18 billion from HITECH Semiconductor.

In 2023, we recorded share of profit of equity-accounted investees of

W 15 billion primarily due to our share of gains of

W 17 billion from HITECH Semiconductor and

W 12 billion from SK China Company Limited, the aggregate impact of which was partially offset by our share of loss of W 11 billion from SiFive, Inc.

Other

Income

The following table presents a breakdown of our other income and changes therein for 2024 and 2023.

Changes

For the Year Ended December 31,

2024 versus 2023

2024

2023

Amount

%

(In billions of Won, except for percentages)

Reversal on impairment of intangible assets

W

0

W

324

W

(324

)

(100.0

)%

Gain on disposal of property, plant and equipment

70

250

(180

)

(71.9

)

Gain on disposal of non-current assets held for sale

1,317

—

1,317

N.A.

(1)

Gain on disposal of subsidiaries

36

—

36

N.A.

(1)

Others

54

50

4

7.1

Total other income

W

1,477

W

624

W

853

136.7

%

(1)

N.A. means not applicable.

Our other income increased by 136.7%, or

W 853 billion, to

W 1,477 billion in 2024 from

W 624 billion in 2023, primarily due to gain on disposal of non-current assets held for sale in 2024

compared to no such gain in 2023, which was partially offset by decreases in reversal on impairment of intangible assets and gain on disposal of property, plant and equipment. Specifically:

•

We recognized gain on disposal of non-current assets held for sale of W 1,317 billion in 2024 compared to no such gain in 2023. In 2024, we recognized such gain primarily from our disposal of SK hynix system ic

(Wuxi) Co., Ltd.

•

Our reversal on impairment of intangible assets decreased by 100.0%, or W 324 billion, to W 0.034 billion in 2024 from W 324 billion in 2023. In 2023, such reversal on impairment related primarily to the recovery of the intangible assets of the Solidigm business.

•

Our gain on disposal of property, plant and equipment decreased by 71.9%, or W 180 billion, to W 70 billion in 2024 from W 250 billion in 2023. In 2024, such gain on disposal of property, plant and equipment related primarily to sales of idle equipment. In 2023, such

gain on disposal of property, plant and equipment related primarily to sales of real estate.

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Other Expenses

The following table presents a breakdown of our other expenses and changes therein for 2024 and 2023.

Changes

For the Year Ended December 31,

2024 versus 2023

2024

2023

Amount

%

(In billions of Won, except for percentages)

Donation

W

83

W

65

W

18

27.2

%

Loss on impairment of property, plant and equipment

—

166

(166

)

(100.0

)

Loss on disposal of property, plant and equipment

18

74

(57

)

(76.2

)

Loss on impairment of intangible assets

0

167

(167

)

(99.8

)

Loss on disposal of intangible assets

9

16

(6

)

(40.2

)

Depreciation expenses on assets not in use

37

55

(18

)

(32.6

)

Others

20

193

(172

)

(89.4

)

Total other expenses

W

167

W

735

W

(568

)

(77.2

)%

Our other expenses decreased by 77.2%, or

W 568 billion, to W 167 billion

in 2024 from W 735 billion in 2023, primarily due to a decrease in loss on impairment of intangible assets and no recognition of loss on

impairment of property, plant and equipment in 2024 compared to recognition of such loss in 2023. Specifically:

•

Our loss on impairment of intangible assets decreased by 99.8%, or W 167 billion, to W 0.3 billion in 2024 from W 167 billion in 2023. In 2023, such loss on impairment related primarily to capitalized development costs.

•

We recognized no loss on impairment of property, plant and equipment in 2024 compared to W 166 billion in 2023. In 2023, such loss on impairment related to idle equipment of the Solidigm business.

Income Tax Expense (Benefit)

We

recorded income tax expense of W 4,088 billion in 2024 compared to income tax benefit of W 2,520 billion in 2023, primarily due to our recognition of profit before income tax of

W 23,885 billion in 2024 compared to loss before income tax of

W 11,658 billion in 2023. Our effective tax rate in 2024, which was 17.1%, was lower than the statutory tax rate primarily due to tax

credits related to our capital expenditures. Our effective tax rate in 2023, which was 21.6%, was lower than the statutory tax rate, reflecting unrecognized deferred tax assets related to tax loss carryfowards. See Note 29 of the notes to the

Audited Financial Statements.

Profit (Loss) for the Year

Primarily due to the factors described above, we recorded profit for the year of

W 19,797 billion in 2024 compared to loss for the year of

W 9,138 billion in 2023. We recorded net profit margin of 29.9% in 2024 compared to net loss margin of 27.9% in 2023.

Liquidity and Capital Resources

Capital Resources and

Requirements

We have traditionally met our working capital and other capital requirements principally from cash provided by operating

activities, while raising the remainder of our requirements primarily through long-term and short-term borrowings. We expect that these sources will continue to be our principal sources of cash in the future. From time to time, we may also generate

cash through sale of our holdings in short-term investment assets.

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Our principal cash requirements or uses have historically been:

•

capital expenditures for property, plant and equipment;

•

cash required for our operations, including purchases of raw materials, supplies and consumables, research and development

expenses, payroll costs and commissions;

•

investments and acquisitions, including those in connection with pursuing strategic relationships;

•

interest and principal payments on our short-term and long-term borrowings;

•

payments of cash dividends to our shareholders; and

•

acquisition of treasury shares.

We make substantial capital expenditures annually to support our business goals and objectives, and we plan to continue to invest in enhancing and

expanding our production facilities and upgrading our equipment and manufacturing processes. We operate in an especially capital-intensive industry that requires continual investments in capacity expansion, equipment upgrades and migration to

advanced technologies and manufacturing processes. Our cash outflows for acquisitions of property, plant and equipment amounted to W 7,657

billion in the first quarter of 2026 and W 6,284 billion in the first quarter of 2025, and W 27,519 billion in 2025, W 15,946 billion in 2024 and W 8,325 billion in 2023. In 2026, we plan to increase our capital expenditures considerably compared to 2025. We periodically adjust our capital

expenditure plans on an ongoing basis subject to market demand for our products, the production outlook of the global memory semiconductor industry as well as general global economic conditions. We may delay or not implement some of our announced

capital expenditure plans based on our assessment of such market conditions.

Payments of contractual obligations and commitments will also require

considerable capital resources. In the ordinary course of our business, we routinely enter into commercial commitments for various aspects of our operations, including long-term purchase agreements for raw materials as well as provision of

guarantees for indebtedness of our related parties and others. For our contingent liabilities, see Note 29 of the notes to the Interim Financial Statements.

The following sets forth the contractual maturities of financial liabilities as of December 31, 2025.

Payments Due by Period

Less

than

1 year

1 to 2

years

2 to 5

years

More than

5 years

Total

(In billions of Won)

Borrowings (1)

W

7,979

W

4,846

W

8,676

W

3,272

W

24,773

Lease liabilities

577

426

1,069

944

3,016

Trade payables

2,848

—

—

—

2,848

Other payables

6,437

135

158

166

6,896

Other non-trade payables

1,225

10

10

0

1,245

Other financial liabilities

146

1

0

—

146

Total

W

19,211

W

5,418

W

9,913

W

4,383

W

38,925

(1)

Including payments of interest under terms and conditions of borrowing contracts as of December 31, 2025.

From time to time, we may make significant investments and acquisitions, including those in connection with pursuing strategic

relationships. For example, as described in “Business — Investments and Acquisitions,” we participated as a member of the Bain Consortium in its purchase of a stake in Kioxia from Toshiba Corporation in June 2018. As of

March 31, 2026, the book value of our investment in SPC 1 was W 6,616 billion, and the book value of our investment in the convertible bond

issued by SPC 2 was W 13,609 billion, which are accounted for as financial assets measured at fair value through profit or loss. In

June 2026, SPC 1 completed the sale of all of its remaining equity interest in Kioxia.

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In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including

the NAND flash memory manufacturing facility in Dalian, China, NAND flash memory and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in

December 2021 and US$2.2 billion in March 2025. We created a subsidiary in the United States to operate the acquired business under the brand name “Solidigm.” See “Business — Investments and Acquisitions.”

Cash Flow

The following table

sets forth our cash flows for the periods indicated.

For the Three Months Ended

March 31,

For the Year Ended December 31,

2026

2025

2025

2024

2023

(In billions of Won)

Net cash provided by operating activities

W

26,330

W

9,024

W

53,373

W

29,796

W

4,278

Net cash used in investing activities

(17,635

)

(8,218

)

(48,054

)

(18,005

)

(7,335

)

Net cash provided by (used in) financing activities

(2,951

)

509

(1,445

)

(8,704

)

5,697

Effects of exchange rate changes on cash and cash equivalents

499

39

(155

)

530

(30

)

Net increase in cash and cash equivalents

6,243

1,353

3,719

3,618

2,610

Cash and cash equivalents at the beginning of the period

14,924

11,205

11,205

7,587

4,977

Cash and cash equivalents at the end of the period

21,167

12,558

14,924

11,205

7,587

Cash Flows from Operating Activities

Our net cash provided by operating activities significantly increased to

W 26,330 billion in the first quarter of 2026 from

W 9,024 billion in the first quarter of 2025, primarily reflecting a significant increase in gross cash flow from our sales activities as

discussed in “— Results of Operations — First Quarter of 2026 Compared to First Quarter of 2025 — Revenue.”

Our net

cash provided by operating activities significantly increased to W 53,373 billion in 2025 from W 29,796 billion in 2024, primarily reflecting a significant increase in gross cash flow from our sales activities as discussed in “— Results of Operations — 2025 Compared to

2024 — Revenue.”

Our net cash provided by operating activities significantly increased to W 29,796 billion in 2024 from W 4,278 billion in 2023, primarily reflecting a

significant increase in gross cash flow from our sales activities as discussed in “— Results of Operations — 2024 Compared to 2023 — Revenue.”

Cash Flows from Investing Activities

Our net cash used in investing activities increased to

W 17,635 billion in the first quarter of 2026 from

W 8,218 billion in the first quarter of 2025. This increase was primarily attributable to a net increase in short-term investment assets to W 9,505 billion in the first quarter of 2026 from

W 80 billion in the first quarter of 2025. In addition, our cash used in increase in other financial assets increased to W 3,500 billion in the first quarter of 2026 from

W 1 billion in the first quarter of 2025. Such increases were offset in part by a decrease in our cash outflow from business combination. We did

not record such cash outflow in the first quarter of 2026 compared to W 3,063 billion in the first quarter of 2025, which was primarily related

to the settlement of consideration payable for the second closing of the Intel NAND Business Acquisition in March 2025.

Our net cash used in

investing activities increased to W 48,054 billion in 2025 from

W 18,005 billion in 2024. This increase was primarily attributable to an increase in cash outflow related to acquisitions

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of property, plant and equipment to W 27,519 billion in 2025 from W 15,946 billion in 2024, primarily reflecting expanded capital expenditures to increase our production capacity. In addition, we recorded an increase

in net cash used in acquisition of short-term financial instruments to W 12,291 billion in 2025 from W 1,872 billion in 2024, primarily reflecting higher cash holdings. We also recorded net increase in short-term investment assets of W 4,553 billion in 2025 compared to net decrease in short-term investment assets of W 457

billion in 2024.

Our net cash used in investing activities increased to

W 18,005 billion in 2024 from

W 7,335 billion in 2023. This increase was primarily attributable to an increase in cash outflow related to acquisitions of property, plant

and equipment to W 15,946 billion in 2024 from

W 8,325 billion in 2023, primarily reflecting expanded capital expenditures to increase our production capacity. In addition, we recorded an

increase in net cash used in acquisition of short-term financial instruments to W 1,872 billion in 2024 from W 60 billion in 2023, primarily reflecting higher cash holdings. Such impact was partially offset by a decrease in cash proceeds from disposal of

property, plant and equipment to W 47 billion in 2024 from

W 1,540 billion in 2023.

Cash

Flows from Financing Activities

We recorded net cash used in financing activities of W 2,951 billion in the first quarter of 2026 compared to net cash provided by financing activities of

W 509 billion in the first quarter of 2025. Such change was primarily attributable to net repayments of borrowings, after adjusting for proceeds

from borrowings, of W 2,754 billion in the first quarter of 2026 compared to net proceeds from borrowings, after adjusting for repayment of

borrowings, of W 645 billion in the first quarter of 2025.

Our net cash used in financing activities decreased to

W 1,445 billion in 2025 from W 8,704

billion in 2024. Such change was primarily attributable to net proceeds from borrowings, after adjusting for repayment of borrowings, of W 768

billion in 2025 compared to net repayment of borrowings, after adjusting for repayment of borrowings, of W 7,376 billion in 2024. Such impact was

partially offset by an increase in dividends paid to W 1,681 billion in 2025 from W 826 billion in 2024.

We recorded net cash used in financing activities of W 8,704 billion in 2024 compared to net cash provided by financing activities of W 5,697 billion in 2023. Such change was primarily attributable to net repayment of borrowings, after adjusting for repayment of borrowings, of W 7,376 billion in 2024 compared to net proceeds from borrowings, after adjusting for repayment of borrowings, of

W 6,969 billion in 2023.

Liquidity

We had a working capital

surplus (defined as current assets net of current liabilities) of W 65,806 billion as of March 31, 2026, W 32,079 billion as of December 31, 2025,

W 17,313 billion as of December 31, 2024 and

W 9,460 billion as of December 31, 2023. We manage our liquidity risk to maintain adequate net working capital by constantly managing

projected cash flows. We also aim to mitigate liquidity risk by contracting with financial institutions with respect to bank overdrafts, cash pooling and banking facility agreements for efficient management of funds. We believe that cash from our

operations, current and future financing arrangements (including short-term and long-term borrowing facilities and issuances of debentures) and cash and cash equivalents are likely to be sufficient to satisfy our operating cash requirements, capital

expenditure needs and debt service requirements for the next 12 months and beyond such period.

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We strive to maintain a sound capital structure, and we monitor capital on the basis of our liabilities-to-equity ratio and net borrowing ratio. The following table sets forth our liabilities-to-equity ratio and net borrowing ratio as of the dates indicated:

As of

March 31,

2026

As of December 31,

2025

2024

2023

(In billions of Won, except for percentages)

Total liabilities

W

58,449

W

55,441

W

45,940

W

46,826

Total equity

164,380

120,667

73,916

53,504

Cash and cash equivalents, short-term financial instruments and short-term investment assets

54,330

34,942

14,156

8,921

Total borrowings

19,318

22,248

22,684

29,469

Liabilities-to-equity ratio (1)

35.56

%

45.95

%

62.15

%

87.52

%

Net borrowing ratio (2)

—

—

11.54

%

38.40

%

(1)

Ratio of total liabilities divided by total equity.

(2)

Ratio of (i) total borrowings minus cash and cash equivalents, short-term financial instruments and short-term

investment assets divided by (ii) total equity. Net borrowing ratios as of March 31, 2026 and December 31, 2025 are not disclosed because the ratios are negative as of such dates.

We believe that we have various options to meet our financing needs, including short-term and long-term borrowing facilities and issuances of

debentures. However, our ability to continue to obtain debt financing at a reasonable cost will depend on several factors, some of which may be outside our control, including general economic conditions, the liquidity of the Korean and international

capital markets and commercial banking markets and the Government’s policies regarding Won and foreign currency borrowings. These policies can affect our ability to borrow and gain access to domestic and foreign capital markets and commercial

banking markets or restrict the use of proceeds of any financing, and can require us to incur indebtedness from other sources that entail higher interest rates or shorter maturities.

Market Risks

Market risk is the risk of loss related to

adverse changes in market prices, including (i) foreign exchange risk, (ii) interest rate risk and (iii) price risk associated with our investments in equity and debt securities. Our overall risk management program focuses on the

unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance. Risk management is carried out by our corporate finance division in accordance with policies approved by the Board. Our corporate

finance division identifies, evaluates and hedges financial risks in close cooperation with our operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign

exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity.

Foreign Exchange Risk

We operate

internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the U.S. dollar, Chinese Yuan, Euro and Japanese Yen. Our foreign exchange risk primarily arises from future commercial

transactions, recognized assets and liabilities in foreign currencies and net investments in foreign operations. From time to time, we also use derivative instruments to partially hedge our foreign exchange risk. In the past, we have selectively

entered into fixed-to-fixed cross-currency swaps and floating-to-fixed cross-currency

interest rate swaps to partially hedge foreign exchange risk relating to bonds and borrowings.

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As of March 31, 2026, the effect on our profit before income tax as a result of strengthening or

weakening of the foreign currencies by 10% is as follows:

If strengthened by 10%

If weakened by 10%

(In billions of Won)

U.S. dollar

W

2,954

W

(2,954

)

Japanese Yen

409

(409

)

Chinese Yuan

(23

)

23

Euro

(52

)

52

Interest Rate Risk

Interest rate risk is defined as the risk that the interest expenses arising from borrowings will fluctuate because of changes in future market interest

rates. We are exposed to interest rate risk on our existing floating rate borrowings and on additional debt financings that we may periodically undertake for various reasons, including capital expenditures and refinancing of our existing borrowings.

A rise in interest rates will increase the cost of our existing variable rate borrowings.

As of March 31, 2026, if interest rates on borrowings

were 100 basis points higher/lower with all other variables held constant, profit before income tax for the one-year period would have been

W 11 billion lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings (except for floating rate

borrowings amounting to W 163 billion under

floating-to-fixed cross-currency interest rate swap agreements and

W 317 billion under an interest rate swap agreement) and interest income on floating rate financial assets.

Security Price Risk

Our investment

portfolio consists of direct and indirect investments in listed and non-listed equity securities as well as debt securities. Such securities are exposed to security price risk. As of March 31, 2026, the book

value of our short-term investment assets was W 14,943 billion. As of such date, the book value of our long-term investment assets was W 20,658 billion, which included assets related to our participation as a member of the Bain Consortium in its purchase of a stake in Kioxia from

Toshiba Corporation in June 2018. As of March 31, 2026, the book value of our investment in SPC 1 was W 6,616 billion, and the book value

of our investment in the convertible bond issued by SPC 2 was W 13,609 billion, which are accounted for as financial assets measured at fair

value through profit or loss. In June 2026, SPC 1 completed the sale of all of its remaining equity interest in Kioxia.

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INDUSTRY OVERVIEW

The proliferation of AI, from advanced LLMs and generative and agentic AI applications to autonomous systems and intelligent edge devices, is

driving a significant transformation across many industries. This AI-driven transformation is having a profound influence on the semiconductor market, where demand for specialized processing and memory

solutions is creating an inflection point for the semiconductor market’s growth. Consequently, the semiconductor market is expanding into an even larger, more foundational, and integral component of the global economy.

At the very core of this expansion of the semiconductor market lies the memory semiconductor market as a key segment of the industry. This crucial

segment is currently in the early stages of a period of increased demand, as it directly addresses the immense data processing and storage requirements of AI. This structural shift in demand is not only influencing the growth trajectory of the

memory semiconductor market but also reinforcing its importance within the technology ecosystem.

A. Key Segments

The memory semiconductor market is primarily composed of two principal product categories, DRAM and NAND flash memory, with HBM and eSSD emerging as key

high-value sub-segments.

DRAM

•

Traditional DRAM: DRAM is a type of volatile memory that stores data for the short term, providing the rapid

data access required for processors to execute tasks. It is widely used in computing devices, with primary applications in servers, mobile devices and personal computers.

•

HBM: HBM is a specialized, high-performance category of DRAM designed to address the immense data

processing needs of AI accelerators. It involves vertically stacking multiple DRAM dies and connecting them through TSV packaging technology to achieve significantly higher memory bandwidth than traditional DRAM. Due to its complexity and critical

role in AI performance, HBM commanded a significant price premium of more than five times that of traditional DRAM on a per-gigabyte basis in 2025, according to Gartner.

NAND Flash Memory

•

NAND : NAND is a type of non-volatile memory that retains data even when

power is turned off, used for long-term data storage. Its primary applications include consumer-grade SSDs for personal computers and tablets, and embedded storage for mobile devices and other consumer electronics products, where cost-effectiveness

and density are key considerations.

•

eSSD : eSSD is a NAND flash-based solid-state storage device designed for enterprise and data center environments

that require reliable, high-capacity data storage and processing capabilities. It is characterized by advanced error correction, power loss protection and robust controllers to ensure data integrity and consistent performance under continuous, heavy

workloads.

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B.

Market Size and Growth: An AI-Driven Semiconductor Upcycle

The following graph provides information regarding the size of the global semiconductor market by product category for the

periods indicated.

Global Semiconductor Market Size

(In billions of U.S. dollars)

Source: Gartner, Forecast: Semiconductors and Electronics, Worldwide (4Q22 update for 2020A and 2021A figures, 4Q23 update for

2022A figures, 2023-2029, 4Q25 update for 2023A figures and 2024-2030, 1Q26 update for 2024A–2027E figures), R. Rajput et al., March 26, 2026.

Note:

“A” means actual and “E” means estimate forecast.

The semiconductor market is experiencing significant growth momentum,

driven by the proliferation of AI. According to Gartner, total semiconductor revenues are forecast to reach US$1.32 trillion in 2026 and are projected to grow at a compounded annual growth rate (“CAGR”) of 38.9% from 2025 to 2027,

reaching US$1.56 trillion in 2027.

The memory semiconductor segment is central to this growth. According to Gartner, the overall memory

semiconductor market is projected to increase from US$216 billion in 2025 to US$633 billion in 2026, representing year-over-year growth of 192.7%, and to grow at a CAGR of 86.0% from 2025 to reach approximately US$748 billion in 2027.

This expansion is expected to be driven primarily by the rapid growth of the HBM segment, an important component supporting AI computing and storage demand, along with strong increases in the average selling prices of DRAM and NAND products.

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The following graph provides information regarding the size of the global memory semiconductor market

by product category for the periods indicated.

Global Memory Semiconductor Market Size

(In billions of U.S. dollars)

Source: Gartner, Forecast: DRAM Market Statistics, Supply and Demand, Worldwide (2020-2027, 4Q23 update for 2020A and 2021A

figures, 2022-2029, 4Q25 update for 2022A figures and 2023-2030, 1Q26 update for 2023A–2027E figures), S. Pant, March 26, 2026, Gartner, Forecast: NAND Flash Market Statistics, Supply and Demand, Worldwide (2023-2030, 1Q26 update for

2020A-2027E figures), J. Unsworth, April 9, 2026, and Gartner, Forecast: Semiconductors and Electronics, Worldwide (4Q22 update for 2020A and 2021A figures, 4Q23 update for 2022A figures, 2023-2029, 4Q25 update for 2023A figures and

2024-2030, 1Q26 update for 2024A-2027E figures), R. Rajput et al., March 26, 2026.

(1)

HBM figures are available from 2022 onwards.

(2)

Includes emerging memory (phase-change memory, conductive bridge RAM, magnetoresistive RAM, etc.) and other memory (static

RAM, pseudostatic RAM, Not-OR (“NOR”) flash memory, etc.).

(3)

Includes HBM, server DRAM and eSSD (enterprise server and storage SSDs).

Note: “A” means actual and “E” means estimate forecast.

According to Gartner, overall DRAM revenues are forecast to grow at a CAGR of 67.3% from US$143 billion in 2025 to US$401 billion in 2027, while HBM

revenues are forecast to increase from US$33 billion in 2025 to US$86 billion in 2027, representing a CAGR of 60.5%.

According to

Gartner, NAND revenues are forecast to grow at a CAGR of 123.7% from US$68 billion in 2025 to US$341 billion in 2027.

Driven by AI-related demand, the memory industry is experiencing a significant shift from consumer to enterprise applications. An increasing number of AI servers are designed and deployed using a tiered memory architecture in

which HBM is positioned adjacent to GPUs and comprises the highest bandwidth memory, server DRAM is positioned adjacent to CPUs and comprises the working memory layer supporting task orchestration and eSSD is positioned at the bottom of the stack

and provides persistent, high capacity storage. This tiered architecture reinforces the structural interdependence of these three memory categories. As AI server configurations scale in complexity, the demand for each tier grows in tandem. HBM,

server DRAM and eSSD have therefore benefited from the expansion of AI server deployments and the increase in required memory and storage content

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per server node. According to Gartner, the enterprise segment’s contribution to the overall memory semiconductor market increased from 26.5% in 2020 to 43.1% in 2025 and is projected to

reach 51.9% in 2027. This growing demand from enterprise customers, supported by long-term AI and cloud infrastructure investments, is expected to provide a more resilient demand base and mitigate the historical cyclicality of the memory

semiconductor market.

C.

Key Trends and Growth Drivers

1.

Traditional DRAM: A Structural Supply Constraint

•

In recent periods, major memory semiconductor producers have allocated their limited cleanroom space and capital

expenditure to the production of HBM, given its robust demand and the significantly higher complexity and wafer intensity of its manufacturing process compared to traditional DRAM. In addition, expanding data processing and storage demand from AI

accelerators and data centers is driving increasing demand not only for HBM but also for traditional DRAM products such as server DDR5 and RDIMM. In particular, as agentic AI and AI inference proliferate, CPU-orchestrated workloads, including

scheduling, data preprocessing and memory management, are expanding, which has accelerated the demand for high-capacity server DRAM. This significant increase in demand for HBM and server DRAM has significantly constrained the supply of PC, mobile

and consumer DRAM for the traditional DRAM market as semiconductor producers seek to allocate their manufacturing capacity.

•

As a result, the traditional DRAM market has been experiencing a significant price recovery since the third quarter of

2025, driven by (i) structural undersupply arising from the industry-wide reallocation of production capacity to HBM, (ii) increase in demand for server DRAMs and (iii) growing demand from PC and smartphone manufacturers driven by

rising on-device AI adoption. According to Gartner, traditional DRAM’s average selling price increased by 45.2% year-over-year in the fourth quarter of 2025 and is forecast to increase 136.4% and 198.1% year-over-year in the first quarter of

2026 and the second quarter of 2026, respectively, with the favorable pricing environment being expected to continue throughout 2026.

2.

HBM: The Epicenter of AI Growth

•

The rapid growth in the size and complexity of AI models has created what is often referred to as a “memory

wall,” where the performance of AI accelerators is limited not by their processing power, but by the speed at which data can be fed to them. HBM directly addresses such bottleneck by providing a wide data interface and bandwidth that are

significantly higher than traditional DRAM, making it an important component for high-performance AI systems. Demand for HBM is therefore closely tied to the robust growth of the AI market.

•

Relative to traditional memory products, HBM has demonstrated strong pricing resilience, reflecting its important role in

AI infrastructure. Supported by sustained demand from AI accelerators and a highly complex and capacity-limited supply chain, HBM has maintained double-digit year-over-year average selling price growth throughout 2024 and 2025, according to Gartner,

and this robust pricing trend is expected to continue over the next several quarters.

3.

NAND: Foundation for Pervasive Data Storage and AI Infrastructure

•

NAND flash memory is essential for long-term data storage across various digital ecosystems. With SSD’s multiple

advantages over HDD, adoption rates of SSD are

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increasing for personal computing and mobile devices. As SSD utilizes flash memory technology, it enables faster boot times, quicker application loading and improved system responsiveness

compared to HDD. In addition, SSD operates without moving mechanical parts, which makes it more durable and reliable as it is less prone to damage from impact, especially for portable devices. SSD also allows for longer battery life in mobile

devices as it consumes less power than HDD.

•

The AI infrastructure build-out, driven by the rapid expansion of AI inference

workloads, is fueling the need for scalable, low-latency memory storage solutions across AI data centers, and driving an increase in demand for high-capacity, high-performance eSSD. The increased demand for eSSD in AI servers has been driven by

existing requirements for data staging, model checkpointing and high-speed access to large datasets and the expanding compute workloads required by agentic AI. We believe this demand will continue to grow as eSSD emerges as a critical throughput

storage layer for AI operations.

•

Favorable strong demand, primarily driven by robust and long-term demand for eSSDs from AI data centers, reflects NAND

flash memory’s important role across various digital ecosystems in the AI era. This demand has contributed to strong price recovery beginning in the fourth quarter of 2025. According to Gartner, NAND flash memory’s average selling price

is expected to increase year-over-year by 111.1% and 243.8% in the first quarter of 2026 and the second quarter of 2026, respectively, and more than 250% in each of the third and fourth quarters of 2026.

D.

Competitive Landscape

The memory semiconductor market is highly consolidated, with distinct competitive dynamics in each key segment.

DRAM

The following graph provides

market share information of the global DRAM market for the periods indicated.

Global DRAM Market Shares by Revenue (1)

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Source: IDC, Worldwide Memory Market Shares (4Q25 update for 2021A-2025A figures), S. Kim, March 9, 2026, and

IDC, Worldwide DRAM Demand and Supply (1Q26-4Q27 and 2026-2030 update for 1Q26A figures), S. Kim, May 27, 2026.

(1)

Includes HBM.

Note:

“A” means actual.

The following graph provides market share information of the global HBM market for the periods indicated.

Global HBM Market Shares by Revenue

Source: IDC, Worldwide DRAM Demand and Supply (4Q25-4Q26 and 2026-2030 update for 2024A figures and 1Q26-4Q27 and 2026-2030

update for 2025A and 1Q26A figures), S. Kim, May 27, 2026.

Note: “A” means actual.

The overall DRAM market is largely concentrated among three players, collectively accounting for more than 90% of market share by revenue in the first

quarter of 2026, according to IDC. Leveraging our strengths in high-value products such as HBM, SK hynix ranked as the second largest DRAM supplier globally in the first quarter of 2026 with a 29.1% market share by revenue, according to IDC. Other

major players include Samsung Electronics and Micron Technology, according to IDC.

As the first company to mass-produce multiple generations of HBM

products, including HBM3 and HBM3E, SK hynix is a leading player in the HBM market, with a 56.4% market share by revenue in the first quarter of 2026, according to IDC.

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NAND Flash Memory

The following graph provides market share information of the global NAND flash memory market for the periods indicated.

Global NAND Flash Memory Market Shares by Revenue (1)

Source: IDC, Worldwide Memory Market Shares (4Q25 update for 2021A-2025A figures), S. Kim, March 9, 2026, and IDC,

Worldwide NAND Flash Demand and Supply (1Q26 4Q27 and 2026-2030 update for 1Q26A figures), S. Kim, June 2, 2026.

(1)

SK hynix figures include Solidigm. Sandisk figures prior to 2025 are those of Western Digital.

Note: “A” means actual.

The NAND flash memory market

includes a slightly larger number of players with five companies accounting for more than 90% of market share by revenue in the first quarter of 2026, according to IDC. As the second-largest supplier in the overall NAND flash memory market, with an

18.5% market share by revenue in the first quarter of 2026, according to IDC, our key strength lies in eSSD, an important sub-segment in the AI era.

High Barriers to Entry

The memory

semiconductor industry is highlighted by significant barriers to entry, which helps to solidify established players’ competitive positioning against new market entrants:

◾

Technological Complexity : The production of memory semiconductor products requires highly integrated and

multifaceted capabilities across stable supply chain management, design, fabrication and packaging processes. While continual development in advanced node technologies and sophisticated packaging solutions achieve stable manufacturing yields as well

as scalability for mass production, they also require significant technical expertise and resources that only few players in the market possess.

◾

Intense Capital Requirements : The industry is capital-intensive, particularly with respect to the construction and

equipping of a new, advanced semiconductor fabrication plant. A high level of sustained capital expenditure is feasible only for a small number of large, well-capitalized global players with the ability to generate returns on that investment.

According to Gartner, the total global semiconductor capital spending in 2026 is projected to be US$237 billion, of which the top 20 spenders account for US$208 billion, representing 87.6% of total expenditures.

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BUSINESS

Overview

We are one of the world’s largest memory

semiconductor companies and engage in the design, manufacture and sale of advanced memory semiconductors. In the DRAM market that includes HBM, we were ranked second globally based on revenue with a market share of 29.1% in the first quarter of

2026, according to market research conducted by IDC. In the HBM market, we were ranked first globally based on revenue with a market share of 56.4% in the first quarter of 2026, according to IDC. In addition, we were the second largest supplier of

NAND flash memory based on revenue, with a worldwide market share of 18.5% in the first quarter of 2026, according to IDC. Our memory products can be used in virtually all electronic devices, including graphics cards, PCs, data center servers,

mobile devices such as smartphones and tablets, and other consumer electronics products. We also conduct our foundry business through SK hynix system ic and SK keyfoundry, our wholly-owned subsidiaries.

We sell a wide variety of DRAM and NAND flash memory products with various configuration options, architectures and performance characteristics tailored

to meet application- and customer-specific needs. We believe that we are one of the world’s leading companies in developing DRAMs with advanced specifications, particularly those requiring higher

density, faster data-processing speed and lower power consumption. We are continually developing higher-density DRAM modules, SSDs and other advanced DRAM and NAND flash memory products that are optimized for our customers’ specific

applications. In recent years, we have substantially increased our sales of HBMs. HBMs are advanced memory semiconductors designed to deliver fast data transfers while using less power, making them especially useful in high-performance

applications such as GPUs, AI and high-performance computing.

We have focused our sales and marketing activities in recent years on expanding our

base of long-term strategic customers. We believe that our expertise and know-how in producing advanced memory semiconductors, strong long-term relationships with our key customers and state-of-the-art global production facilities in key strategic locations provide us with sustainable competitive advantages that will

continue to differentiate us from our competitors and enable us to take advantage of attractive growth opportunities. We believe that we are a global leader in the HBM market with advanced production know-how

and development of specific configurations that meet our customers’ demands. Our customers seek HBM suppliers with whom they can better align their own product development efforts and their strict quality standards often require HBM

manufacturers to comply with rigorous testing and approval processes. We believe that our strengths in HBM, server DRAM and eSSD enable us to mitigate the risks associated with the cyclicality of the memory semiconductor market.

We own and operate wafer fabs in Icheon and Cheongju, Korea and Wuxi and Dalian, China. We also own and operate assembly and testing facilities for back-end processing of our products in Icheon and Cheongju, Korea and Chongqing, China. As part of our efforts to reduce unit manufacturing costs, improve manufacturing yields and enhance our profitability, we

periodically phase out the operations of our older fabs or upgrade them to implement more advanced processing technologies. In addition to regular maintenance and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new

extension fab called “M15X” in Cheongju, which we plan to utilize to further increase our production capacity of next-generation DRAMs such as HBM. We began wafer input at the M15X in the first quarter of 2026 and expect to gradually

ramp up our production volume. As part of our efforts to ensure our long-term competitiveness, we have also announced initiatives to construct an integrated industrial complex in Yongin, Korea for our next generation of fabs and research and

development facilities. We began construction of our first fab at the Yongin complex in February 2025 with the

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phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We are currently constructing an advanced packaging plant called “P&T7” in Cheongju and

expect to complete construction by the end of 2027. In December 2024, we also announced plans to build an advanced packaging plant in Indiana, United States, and expect to commence operations in the second half of 2028.

In order to maintain our technological leadership, as well as to access new markets for our products, we engage in strategic initiatives, including

making investments and acquisitions, from time to time. In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including the NAND flash memory manufacturing facility in Dalian, China, NAND flash memory and

SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in December 2021 and US$2.2 billion in March 2025. We created a subsidiary in the

United States to operate the acquired business under the brand name “Solidigm.” We also selectively acquire minority equity positions in other industry players to further strengthen our business relationships and acquire complementary

businesses that we believe can further strengthen our leading position in the industry. See “Business — Investments and Acquisitions.”

Our revenue was W 52,576 billion in the first

quarter of 2026 and W 17,639 billion in the first quarter of 2025, and

W 97,147 billion in 2025,

W 66,193 billion in 2024 and

W 32,766 billion in 2023. We recorded profit for the period of

W 40,346 billion in the first quarter of 2026 and

W 8,108 billion in the first quarter of 2025, and profit for the year of

W 42,948 billion in 2025 and

W 19,797 billion in 2024 and loss for the year of

W 9,138 billion in 2023. We had total assets of

W 222,829 billion and total equity of

W 164,380 billion as of March 31, 2026, and total assets of

W 176,108 billion and total equity of

W 120,667 billion as of December 31, 2025.

Our

Competitive Strengths

We are a leading player in the global memory semiconductor industry serving as a supplier of advanced DRAM and NAND flash

memory solutions optimized for a broad range of applications and customers. Our competitive strengths are underpinned by technological leadership in high-value products, including HBMs, server DRAMs and eSSDs, supporting AI infrastructure through

the development of foundational memory solutions, complemented by a strong presence in traditional DRAM and NAND flash memory semiconductor markets. Our competitive strengths also include our research and development activities, operational

capabilities, close collaboration with customers and a solid financial profile that enable sustained strategic investments to further strength our competitiveness.

1.

Critical Role in the AI Era with Unrivaled Expertise in the HBM Segment

•

We play a critical role in the AI era, particularly through our leadership in the HBM segment. HBMs are critical because

they act as the high-speed data backbone for AI processors, mitigating the “memory wall” that occurs when powerful GPUs outpace the speed of traditional memory. According to IDC, we held a 56.4% market share of the HBM segment by revenue

in the first quarter of 2026.

•

We are a technological innovator in the HBM segment. We were the first to develop HBMs using TSV packaging technology, and

we commercialized HBM3E in 2024 and developed the next-generation HBM4 in 2025, further strengthening our technological capabilities in the HBM segment.

•

Beyond technological innovation, our competitive edge in the HBM segment lies with our robust mass production capabilities

and demonstrated track record, which are key factors prioritized by our customers. We invest in efficient state-of-the-art

fabrication facilities and

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advanced packaging lines, which enable us to support our production volumes while meeting our customers’ stringent product quality requirements. Our extensive experience in handling diverse

customer needs and satisfying complex qualification processes further supports our position as a trusted HBM supplier.

2.

Comprehensive DRAM Portfolio Beyond HBM that is Optimized for AI Infrastructure Buildout

•

Beyond HBM, we provide DRAM products such as advanced server DRAMs that are used to support the data processing of AI

accelerators and data centers.

•

Our product portfolio includes advanced DDR5/LPDDR5-based modules such as RDIMM and SOCAMM2 that are specifically designed

for high capacity and bandwidth needs of AI accelerators and data centers. As AI server architectures evolve, the role of CPUs within these systems is expanding. Expanded CPU utilization requires higher server DRAM demand per node, as larger and

faster DRAM capacity is needed to support the throughput and working memory of CPU-orchestrated AI workloads. Our DRAMs with higher capacity and bandwidth are used to provide the data processing required by CPUs in AI servers, and complement our

HBMs by offering a balanced solution for memory capacity, bandwidth and cost-effectiveness across a wide range of AI computing environments.

3.

Expertise in eSSD Memory Solutions that are Ideally Suited for Evolution of AI Server Architecture

•

With the evolution of AI server architecture, notably KV cache offloading from system memory to SSD, eSSDs are playing an

increasingly active and important role in large scale build-out of AI inference infrastructure, where eSSD is no longer a storage peripheral but an active participant in the memory subsystem. We believe that

demand for eSSD will further increase to address the workloads related to generative and agentic AI and foundation model inferencing, making the eSSD segment an attractive opportunity for future growth.

•

Leveraging our advanced NAND scaling capabilities, including the next-generation vertical cell architectures that support

higher density and performance at a lower cost per bit, as well as our expertise in controller integration and firmware optimization, we provide reliable and scalable eSSD solutions for cloud and hyperscale data centers, which form the backbone

of AI inference infrastructure. Following our October 2020 agreement to acquire Intel’s NAND flash memory and storage business, we have further strengthened our capabilities in the high-end eSSD market.

4.

Global Leadership in DRAM and NAND Flash Memory to Capitalize on Favorable Market Upcycle

•

We maintain a significant market presence in the global DRAM and NAND flash memory semiconductor markets. Our core memory

product lines form a substantial and stable revenue base, and our products are used across a range of computing and storage applications in various markets.

•

According to IDC, we ranked as the second-largest player in the global DRAM market in the first quarter of 2026 with a

29.1% market share by revenue. This market leading position is supported by our HBM offerings for AI accelerators as well as our comprehensive portfolio of traditional DRAM products, including DDR5, LPDDR5T/5X and GDDR7, that serve a diverse range

of markets including mobile, PC, server and graphics. We believe that our production expertise is critical to our success. For example, we obtained the industry’s first 1c DRAM

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production technology, the sixth generation of the 10nm-class production process that delivers improvements in operating speed, power efficiency and cost competitiveness of our DRAMs.

•

According to IDC, we ranked as the second-largest player in the global NAND flash memory semiconductor market in the first

quarter of 2026, with an 18.5% market share by revenue. Our strong market position is supported by our ongoing technological innovations, including our transition from utilizing 176 layer technology to 238 and 321 layer technologies for

higher-density NAND flash memory products with more competitive cost structures.

5.

Visionary Research and Development and

Best-in-Class Production Execution

•

Our leading position in the global memory semiconductor market and technology, HBM in particular, reflects our long-term

investment in research and development. Recognizing the potential of HBM to overcome the performance barriers of memory semiconductors, we began the development of core technologies used in HBM production such as TSV packaging technology and MR-MUF, which enable high density die stacking by overcoming key challenges including thermal management and warpage while supporting high-volume, high-yield manufacturing.

•

Our expenditure on research and development activities, after adjusting for capitalized development cost, was W 2,451 billion in the first quarter of 2026 and

W 1,472 billion in the first quarter of 2025, and

W 6,466 billion in 2025,

W 4,436 billion in 2024 and

W 3,751 billion in 2023. In recent years, we have focused our research and development activities on the development of our next-generation

memory products such as HBM4/4E and AI-optimized products. Our commitment has led to multiple technology milestones, including the industry’s first HBM and next-generation HBM4 developments, the

world’s fastest advanced LPDDR5T mobile DRAM, and the industry’s leading 321 layers technology. We also integrate our technology roadmap with leading semiconductor and cloud service providers to anticipate market needs in the AI era.

•

An important factor in our production operations is our highly efficient and capable workforce, particularly our

engineering and research and development teams. Our significant investment in research and development is matched by our commitment to attracting and retaining engineering talent. These highly skilled professionals are responsible for the ongoing

development of memory technology, from fundamental research to process development and product design. We maintain active research and development personnel in strategic locations such as Korea and the United States, to foster collaboration, align

roadmaps with ecosystem partners, and ensure that we sustain our technological advancements and operational best practices in the rapidly evolving semiconductor industry.

•

We maintain a proven track record of operational excellence across yield, cycle time, cost management and production ramp-up. We believe that our fab operations in Korea (Icheon and Cheongju) and China (Dalian and Wuxi) are among the most advanced in the industry, and we have continually demonstrated our ability to transition

across process nodes with minimal disruption and strong gross margin recovery during upcycles.

6.

Strong Customer and Partner Relationships Driving Collaborative Innovation

•

Our business focuses on the development and supply of competitive memory solutions. This focus on memory products positions

us as a dedicated, non-competing technology partner to our customers. Our focused business model has enabled us to build an extensive global customer base, consisting of the world’s leading technology

companies, and relationships with partners across the semiconductor supply chain.

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•

We actively engage with our customers and partners from the earliest stages of product conceptualization and design,

ensuring our memory solutions are designed to meet the evolving requirements in the AI era. These collaborations position us as a long-term key supplier in the memory value chain as deep customization and integration lead to substantial switching

costs, which serve as a strong barrier to entry.

7.

Solid Financial Profile that Enables Capacity for Continued Strategic Investments

•

Supported by an efficient cost structure and disciplined capital expenditure management, we have maintained financial

discipline and investment-grade credit metrics in recent years. With a strong semiconductor recovery cycle underway, we have benefited from operating leverage as average selling prices improve and our product mix shifts toward higher value-added

products such as HBM and eSSD, resulting in revenue of W 97 trillion, revenue growth of 46.8% year-over-year and Adjusted EBITDA margin

(calculated by dividing Adjusted EBITDA by revenue) and net margin (calculated by dividing profit by revenue) of 62.9% and 44.2% in 2025, respectively. In the first quarter of 2026, we recorded revenue of W 53 trillion, revenue growth of 198.1% compared to the first quarter of 2025 and Adjusted EBITDA margin and net margin of 78.6% and 76.7%, respectively.

•

Our balance sheet resilience is supported by prudent leverage, diversified funding sources and a strong liquidity position.

As of March 31, 2026, we held W 54 trillion in cash and cash equivalents including short-term financial instruments and short-term investment

assets. In addition, our liabilities-to-equity ratio (ratio of total liabilities divided by total equity) decreased from 87.5% as of December 31, 2023 to 35.6% as of March 31, 2026.

•

As the semiconductor industry is highly capital-intensive, our robust financial fundamentals provide sufficient capacity

and flexibility to continually re-invest in cutting-edge technology and manufacturing infrastructure, thereby sustaining our technological leadership and competitive edge in the long term.

Our Strategy

We are committed to

expanding our position in high-value memory solutions, scaling our global manufacturing capacity and developing new technologies that are aligned with increasing demand related to AI and next-generation computing. In the past, memory semiconductor

companies provided commodity components. However, in the AI era, memory semiconductors are playing a critical role in optimizing the performance of AI and next-generation computing, and our vision is to cooperate closely with our customers and

partners to better understand and address their needs, proactively participate in designing the landscape of the AI ecosystem, and become a “Full Stack AI Memory Creator.” Our vision is supported by robust financial management,

disciplined capital investments and continuous innovation across the memory value chain, positioning us to play a leading role in the global AI infrastructure buildout while fostering sustainable shareholder returns.

1.

Solidifying Technological Leadership and Memory Innovation

•

We aim to solidify our strong market position and technological capabilities across multiple memory product segments. This

involves advancing our technology roadmap in alignment with the evolving needs of AI and high-performance computing, where memory architectures are facing increasing pressure to deliver higher bandwidth, better power efficiency and more modular

integration.

•

We strive to strengthen our technological leadership in the HBM segment to further solidify our market leading

position. HBM is a highly complex product that requires implementation of advanced production processes such as TSV packaging technology and compliance with rigorous testing and approval processes required by our

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customers. Leveraging our proven track record of development and mass production of successful products such as HBM3E, we have established a differentiated technological edge. We aim to

further enhance our ability to satisfy our customers’ testing and approval processes and seamlessly translate them to efficient mass production. We also strive to enhance our advanced packaging technologies to widen our technological gap

in the HBM segment and develop our next-generation of HBM products, while further strengthening our production and cost competitiveness.

•

Leveraging our technological leadership, we are expanding our DRAM offerings beyond traditional DRAMs to include AI-optimized DRAM solutions under the “AI-D” architecture framework, comprising (i) AI-D O (Optimization) for low-energy use while delivering high performance such as MRDIMM and SoCAMM2, (ii) AI-D B (Breakthrough) for high density and flexible memory allocation such as CMM and LPDDR6

PIM and (iii) AI-D E (Expansion) for specialized DRAMs for specific use beyond data centers, such as robotics, mobility and industrial automation. We believe our specialized solutions are better suited to

meet emerging demands in AI inference, edge computing and memory disaggregation, supporting more power-efficient and flexible system designs at a time when memory performance is becoming an increasingly important differentiator in AI workloads.

•

As AI workloads continue to grow in scale and complexity, the role of NAND flash memory is evolving. To address this, we

are enhancing our NAND portfolio with a focus on performance, density and system-level integration. As part of this effort, we are accelerating our transition to 321-layers technology and development of

next-generation eSSDs with industry-leading capacity of 245TB that are tailored to the needs of large scale data centers. Additionally, we are advancing a roadmap of AI-optimized NAND solutions under the “AI-N” architecture framework, comprising (i) AI-N P (Performance) for high-speed, low-latency response, (ii) AI-N B (Bandwidth) leveraging HBF technology for advanced parallelism and stacking and (iii) AI-N D (Density) enabling high-capacity storage in a compact form

factor. These solutions are designed to support a wide range of AI use cases, from data pre-processing and model training to retrieval-augmented generation and multi-modal inference.

•

To further grow our role as a visionary leader and critical co-developer of the AI

ecosystem, we are establishing global research centers in the United States, China and Japan. They will further provide valuable insights into evolving computing system architecture and strengthen collaboration with global technology companies. This

initiative significantly enhances our ability to not only anticipate future requirements of memory semiconductors but also to actively shape the next generation of AI-optimized memory solutions.

2.

Strengthening Customer and Partner Relationships and Developing Customized HBM Products

•

We are proactively preparing for future demands by strengthening our customer relationships, better understanding their

needs and developing custom HBM solutions. In June 2026, we announced a technology partnership with NVIDIA Corporation (“NVIDIA”) to advance next-generation memory aligned with NVIDIA’s AI infrastructure roadmap, which also

includes the supply of memory semiconductors. The two companies expect to collaborate on memory technology for NVIDIA’s platforms such as Vera Rubin AI supercomputers, Vera CPUs, RTX Spark-owered PCs and Jetson Thor robotic computing

platforms. We expect to integrate NVIDIA’s software stack, including CUDA-X, PhysicsNeMo and Omniverse, to accelerate semiconductor design, simulate manufacturing processes and develop digital twins for autonomous fab operations. To further

solidify our HBM leadership, we are strengthening customer relationships through dedicated personnel that cover specific key customers and work closely with them to better understand their specific needs. We plan to provide

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comprehensive support during various development phases of the customers’ end products and proactively offer them solutions through differentiated technological capabilities while

maintaining cost competitiveness. Concurrently, we are strategically pursuing customer diversification beyond traditional AI accelerator providers, including leading cloud service providers to broaden our market presence.

•

We are investing in the development of HBM4E and future generations of DRAMs, focusing on critical technologies such as

custom base die integration and advanced stacking techniques. These innovations enable customized HBM solutions that are designed to improve performance for our customers’ specific architecture and workload requirements. These efforts, pursued

in close collaboration with key AI ecosystem partners, are strategically aimed at addressing evolving AI market demands that are shifting from general-purpose performance to inference efficiency and cost optimization, thereby ensuring that our HBM

solutions continue to support advancements in performance of AI accelerators.

3.

Pursuing Production Capacity Expansion in Korea to Address Growing Demand

•

To meet the rising demand for advanced memory driven by AI training, inference and

cloud-scale workloads, we are executing capacity expansion plans over the next decade. Subject to market demand for our products, the production outlook of the global memory semiconductor industry and general

global economic conditions, we are targeting to double our wafer production capacity within the next five years and continue to expand our capacity beyond such period. We currently expect to invest approximately W 600 trillion for the Yongin complex (which includes the acquisition of land, construction of four fabs, purchase and installation of equipment and

ancillary expenses), with target completion of the first cleanroom of the fourth fab by 2033. Other than W 31 trillion approved for

the construction of the first fab (not including purchase and installation of equipment), the remainder of such investment plan remains subject to further internal determination and approval by our board of directors.

•

On June 29, 2026, we also announced preliminary plans to invest (i) approximately W 100 trillion for the Cheongju complex, which includes

W 80 trillion for the construction of a new NAND flash memory fab (including installation of equipment and ancillary expenses) on land we

currently own with a target opening date of the cleanroom in the first half of 2029, as well as W 20 trillion for the enhancements of advanced

packaging facilities, including construction of the P&T7 advanced packing plant with a target opening date of the cleanroom by the end of 2027 and installation of equipment following such construction and (ii) approximately W 400 trillion for our next-generation complex to be located in the Southwestern region of Korea, with the target opening date subject to further

consideration. The estimated long-term investment amount relating to the Southwestern region includes the acquisition of land, construction of a multi-fab cluster, purchase and installation of equipment and ancillary expenses. Our investment plans

announced on June 29, 2026 remain subject to further internal determination, discussion with the Government and approval by our board of directors. We may delay or not implement some of our capital expenditure plans based on our ongoing assessment

of market conditions. We believe that our efforts to better understand the needs of our customers will enable us to optimally adjust our capital expenditure plans on a timely basis and more effectively respond to changes in market conditions.

•

Our current capacity expansion projects in Korea include:

•

Yongin Semiconductor Cluster: We are currently constructing a multi-fab

cluster in Yongin, Korea. The first fab will consist of six cleanrooms, and we are currently planning to sequentially construct three additional fabs, subject to evolving market conditions of the memory semiconductor industry. We began construction

of our first fab at the Yongin complex in February 2025 with the phase 1 cleanroom of the first fab expected to open in the first quarter of 2027.

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•

Cheongju M15 X : M15X is a next-generation extension fab in

Cheongju, Korea that is dedicated primarily to the production of HBM and high-performance DRAM products. It incorporates EUV lithography and advanced cleanroom automation, serving as a blueprint for future fabs. This site anchors our near-term

ability to meet rapidly increasing HBM demand. We began wafer input in the first quarter of 2026 and expect to gradually ramp up our production volume.

•

Cheongju P&T7 Fab: We are currently constructing an advanced packaging plant in Cheongju, Korea primarily for

packaging AI memory products. We expect to complete construction by the end of 2027.

•

We maintain a disciplined capital allocation policy, targeting a capex-to-sales ratio in the mid-30% range based on a rolling three-year average. This approach is intended to preserve financial flexibility while supporting our

long-term technology leadership.

4.

Investing in U.S.-Based Advanced Packaging Facility to Support AI Memory Demand

•

As part of our strategy to establish a local manufacturing presence in our largest market, we are investing approximately W 5,900 billion to construct our first U.S. production facility in West Lafayette, Indiana. The facility will focus on the advanced packaging of

HBMs for use in AI accelerators, and we are targeting completion of the first cleanroom in the second half of 2028.

•

The Indiana site will also house research and development and reliability evaluation centers, enabling closer collaboration

with North American customers including large cloud service providers, AI chipmakers and system original equipment manufacturers (“OEMs”).

•

This investment enhances geographic diversification of our production facilities and enables us to benefit from federal

subsidies and loans from the U.S. Department of Commerce under the CHIPS Act. We believe that it also enhances joint activities with our key customers in the United States for customized memory solutions, including reduction of product development

lead time and acceleration of commercialization.

5.

Expanding Our Role Beyond that of a Memory Semiconductor Producer in the AI Era

•

To capitalize on the growing opportunities in the AI era, we established a dedicated entity in the United States for making

strategic investments in AI innovators. Established in March 2026, the entity will proactively identify investment opportunities in companies with cutting-edge AI capabilities, with the goal of accelerating

discovery of innovative AI solutions.

•

We plan to commit US$10 billion to the new entity with the funds to be deployed by 2030 on a capital-call basis as

suitable investment opportunities are identified. Our initial focus will be on securing AI architecture and software technologies, with plans to gradually expand investments across the AI ecosystem.

6.

Focusing on Financial Management to Provide Sustainable Shareholder Returns

•

We will continue to focus on strengthening our balance sheet and optimizing cash flows to ensure financial resilience

across market cycles. We plan to pursue prudent working capital management and implement disciplined investment strategies that are strategically aligned with our long-term objectives to balance growth with profitability.

•

We are committed to our shareholder return policy, under which we evaluate dividends and share repurchase programs in light

of our financial performance, market conditions and long-term strategic investment needs. We seek to maintain an appropriate balance between investing in innovations and production capacity expansions for future growth in alignment with our

strategic objectives against returning value to our shareholders.

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•

As part of our efforts to enhance shareholder returns, we retired 15.3 million treasury shares in February 2026, which

represent all of our treasury shares other than those reserved for employee compensation and conversion of outstanding exchangeable bonds. We also increased our dividend payments for 2025 to W 3,000 per share compared to W 2,204 per share for 2024. On April 22, 2026, we declared

a dividend of W 375 per share for the first quarter of 2026 in line with that for the first quarter of 2025. We will continue to monitor our

earnings and cash flow trends while exploring measures such as dividend payments and share buybacks to further enhance shareholder returns, including in the remainder of 2026.

History

In 1983, our predecessor, Hyundai Electronics

Industries Co., Ltd. (“Hyundai Electronics Industries”), entered the memory semiconductor industry with the construction of its first fab in Icheon, Korea. In December 1996, Hyundai Electronics Industries became a public company through

an initial public offering and listing of its common shares on the KRX KOSPI Market. In May 1999, Hyundai Electronics Industries acquired the memory semiconductor business of the LG Group, and such business was subsequently merged into Hyundai

Electronics Industries.

In response to a substantial decline in global DRAM prices as a result of worldwide oversupply, Hyundai Electronics

Industries underwent a corporate restructuring starting in 2001, including divestment of non-core businesses and a restructuring of its debt through debt cancellations, extensions of maturities and reductions

of interest rates as well as a debt-to-equity swap with its creditors. In March 2001, Hyundai Electronics Industries changed its name to Hynix Semiconductor Inc.

(“Hynix Semiconductor”), and the Korea Fair Trade Commission approved its disaffiliation from the former Hyundai Group in August 2001. In February 2012, the former creditors of Hynix Semiconductor sold their remaining interest in us to

SK Telecom Co., Ltd. (“SK Telecom”). Hynix Semiconductor changed its name to SK hynix Inc. in March 2012. As of March 31, 2026, SK square, which was demerged from SK Telecom in 2021, held a 20.5% interest in us.

Products and Applications

We sell a wide variety of DRAM and

NAND flash memory products with various configuration options, architectures and performance characteristics tailored to meet application- and customer-specific needs. We also conduct our foundry business through SK hynix system ic and SK

keyfoundry, our wholly-owned subsidiaries. We acquired SK keyfoundry in August 2022.

The following table sets forth our revenue by

principal product category and the related percentage data for the periods indicated.

Three Months Ended March 31,

Year Ended December 31,

2026

2025

2025

2024

2023

Revenue

%

Revenue

%

Revenue

%

Revenue

%

Revenue

%

(In billions of Won, except for percentages)

DRAM

W

40,659

77.3

%

W

14,037

79.6

%

W

74,904

77.1

%

W

44,732

67.6

%

W

20,769

63.4

%

NAND Flash

11,574

22.0

3,229

18.3

20,690

21.3

19,274

29.1

9,653

29.5

Other Products

343

0.7

373

2.1

1,552

1.6

2,187

3.3

2,344

7.2

Total

W

52,576

100.0

%

W

17,639

100.0

%

W

97,147

100.0

%

W

66,193

100.0

%

W

32,766

100.0

%

DRAMs

DRAMs are a type of random access memory semiconductor and are the highest density and lowest cost per bit memory component generally available for

high-speed digital data storage and retrieval. Sales of DRAMs accounted for 77.3% of our total revenue in the first quarter of 2026 and

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79.6% in the first quarter of 2025, and 77.1% in 2025, 67.6% in 2024 and 63.4% in 2023. We offer a wide range of traditional DRAMs as well as advanced DRAMs for applications with higher

performance requirements. Our advanced DRAMs are primarily used in servers, graphics, mobile, PC and other consumer electronics applications.

Server Memory. Data centers that provide cloud computing services utilize our high-density DRAM memory modules that are

specifically designed for servers. Demand for such products is driven by the growing popularity of analytics applications based on AI and machine learning technologies that require sophisticated big data cloud computing, as well as the build-out of 5G mobile infrastructure utilizing edge computing paradigms that bring computation and data storage closer to the location where they are needed to improve response time and save bandwidth. Our

representative server memory module products are offered in densities ranging from 16 gigabyte (“GB”) to 256 GB in DDR4 and DDR5 configurations.

Graphics Memory. In recent years, the increasing popularity of AI has substantially increased demand for

high-end GPUs that utilize advanced graphic memory products using HBMs. HBMs are advanced memory semiconductors designed to deliver fast data transfers while using less power, making them especially

useful in high-performance applications such as GPUs, AI and high-performance computing. Unlike traditional DRAM, HBM connects multiple vertically stacked memory chips through TSV packaging technology. Typically, HBMs are placed very close to the

processors, allowing a wide data pathway and shorter communication distance. Our representative advanced HBM configuration graphics memory products include HBM3E (generation 3 extension) 8Hi and HBM3E 12Hi.

The increasing popularity of high-resolution online games and 4K and 8K video content streaming and production of online media content and cinematic 3D

motion graphics have also contributed to a steady increase in demand for traditional graphics memory products that are primarily used in GPUs and other graphics cards. Our representative traditional graphics memory products are offered in densities

ranging from 8 gigabit (“Gb”) to 16 Gb in GDDR6 or GDDR7 configurations.

Mobile Memory. Our mobile memory

products are designed to have low-power and high-bandwidth features that are optimized for use in mobile devices such as smartphones and tablets. Although growth in the global sales volume of smartphones has

decreased in the past decade, we believe that increases in memory density per device will continue to contribute to growth in demand for mobile memory products. Our representative mobile memory products are offered in densities ranging from 4 GB to

12 GB in an LPDDR4X configuration, 8 GB to 18 GB in an LPDDR5 configuration and 16GB in LPDDR5T and LPDDR5X configurations that provide faster data-processing speed while consuming less power. We expect the demand for high-density and

high performance mobile memory products to increase in the future, driven by an increase in demand for mobile phones with on-device AI capabilities that we believe will play an increasingly important role as a hub for personal AI applications.

PC Memory. We offer traditional DRAMs that are primarily used in the PC industry. Our representative memory module products are

offered in densities ranging from 4 GB to 32 GB in a DDR4 configuration to 8 GB to 32 GB in a DDR5 configuration that offer higher performance, lower power consumption and better resiliency compared to DDR4. In the past, the introduction of

new or updated Windows operating systems has resulted in the upgrade of PCs, which in turn has increased the demand for traditional DRAMs. We expect the demand for high-density and high performance PC memory products to increase in the future,

driven by an increase in usage of AI applications in work and home PCs.

Consumer Memory. We also offer traditional DRAMs for

use in various consumer electronics devices. We design our consumer memory products to meet the specific requirements of our customers and offer a full lineup of standardized to highly advanced products in various specifications.

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We believe that increasing demand across robotics, mobility and industrial automation will contribute to the continued growth in demand for consumer memory products.

NAND Flash Memory

NAND flash memory

is a non-volatile memory device, which retains memory content even when power is turned off. Sales of NAND flash memory products accounted for 22.0% of our total revenue in the first quarter of 2026 and 18.3%

in the first quarter of 2025, and 21.3% in 2025, 29.1% in 2024 and 29.5% in 2023. In the past, we sold NAND flash memory products principally for use in portable devices with storage needs, such as USB drives and digital still cameras. In more

recent years, the increasing popularity of more advanced smartphones and tablets with multimedia functions as well as increases in consumption of high-resolution content have contributed to growth in demand for NAND flash memory products. In

addition, NAND flash memory-based SSDs, which provide faster and more reliable data access and consume less power compared to hard disk drives, have replaced hard disk drives as the main storage device for laptops and servers. Enterprise use of SSDs

is expected to increase further as cloud computing services offered by data centers and IoT applications with higher storage requirements and real-time data-processing needs continue to evolve.

We manufacture our NAND flash memory products primarily in triple-level cell and quad-level cell formats. In order to more effectively respond to

evolving market trends, we continue to invest in enhancements to our NAND stacking technology, which enables NAND flash memory cells to be stacked vertically in multiple layers, and have been transitioning the mass production of our NAND flash

memory products from utilizing 176 layer technology to 238 and 321 layer technologies. We offer a wide range of NAND flash memory products in various application formats, including eSSD, consumer SSD, UFS, eMMC and MCP. In the SSD market, our

representative SSD products for enterprise customers are offered in densities ranging from 480 GB to 122 TB, and our representative SSD products for retail customers are offered in densities ranging from 128 GB to 2 TB.

In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including the NAND flash memory manufacturing facility in

Dalian, China, NAND flash memory and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in December 2021 and US$2.2 billion in March

2025. With the Intel NAND Business Acquisition, we believe that we have enhanced the competitiveness of our storage solution (including eSSDs) capabilities in the rapidly growing NAND flash memory market. We created a subsidiary in the United States

to operate the acquired business under the brand name “Solidigm.” Solidigm utilizes its industry-leading NAND SSD and quad-level cell NAND flash memory technology and manufacturing capability to offer a portfolio of advanced NAND flash

memory solutions, particularly high-end eSSDs.

Other Products and Services

We operate our foundry business through SK hynix system ic and SK keyfoundry, our wholly-owned subsidiaries. Our foundry business primarily produces non-memory semiconductors hat have been designed by our customers. As part of our efforts to expand our foundry business and 8-inch foundry capacity, we acquired SK keyfoundry

in August 2022 for W 576 billion.

In

March 2025, we decided to integrate our CIS business unit into our AI memory operations as part of our strategy to strengthen our competitiveness.

Customers, Sales and Marketing

We have a global customer

base consisting of leading manufacturers and OEMs of consumer electronics products, AI accelerators, communications equipment, PCs, servers and workstations. Our

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two largest customers represented 14.8% and 12.4%, respectively, of our total revenue in the first quarter of 2026 and our largest customer represented 23.9% of our total revenue in 2025. See

note 4 of the notes to the Interim Financial Statements and note 4 of the notes to the Audited Financial Statements, respectively. In addition to establishing a strong long-term customer base, we actively seek to expand our customer base by

targeting emerging markets.

The following table sets forth our revenue by region based on the location of sales entities and the related percentage

data for the periods indicated.

Three Months Ended March 31,

Year Ended December 31,

2026

2025

2025

2024

2023

Revenue

%

Revenue

%

Revenue

%

Revenue

%

Revenue

%

(In billions of Won, except for percentages)

United States

W

33,999

64.7

%

W

12,795

72.5

%

W

66,885

68.8

%

W

41,961

63.4

%

W

15,390

47.0

%

China

12,797

24.3

2,694

15.3

19,136

19.7

15,534

23.5

10,110

30.9

Asia (1)

4,473

8.5

1,258

7.1

7,216

7.4

5,381

8.1

4,297

13.1

Europe

1,128

2.1

449

2.5

1,977

2.0

1,413

2.1

935

2.9

Korea

179

0.3

443

2.5

1,932

2.0

1,904

2.9

2,034

6.2

Total

W

52,576

100.0

%

W

17,639

100.0

%

W

97,147

100.0

%

W

66,193

100.0

%

W

32,766

100.0

%

(1)

Other than China and Korea.

Sales outside of Korea are primarily conducted through our overseas sales subsidiaries, including those located in the United States, Europe, China,

Japan, India, Taiwan, Singapore and Hong Kong. Our sales subsidiaries typically sell directly to our customers. We also rely on semiconductor product distributors depending on the characteristics of the customer base and geographic location. Such

distributors typically carry a wide variety of different products, including our products and those of our competitors, in inventory for onward sale to their customers. Our sales subsidiaries have significantly reduced their dependence on

distributors, relying more on their internal sales and marketing teams to sell directly to our end customers.

In line with the increase in

segmentation within the DRAM market and the growth of applications that require tailored memory solutions, we have focused our sales and marketing activities on expanding our long-term customer base who look to us as their preferred supplier of

advanced memory products. We believe having a diversified portfolio of long-term customers makes us less susceptible to variations in demand in different market segments, especially in the traditional DRAM market. Our customers look for reliability,

scale and timely delivery, and we believe that our close relationships with our strategic customers enable us to anticipate market trends and evolving customer product needs more effectively. The supply arrangements for our products are designed to

take into consideration our ongoing partnerships with key customers. Specific quantities and pricing are typically determined through mutual agreement at the time of purchase, taking into account market conditions and demand.

We manage our accounts receivable and credit exposure to customers by establishing credit limits for each customer in accordance with our internal

credit guidelines. We maintain three general categories of customer accounts:

•

Strategic accounts for global OEMs: Our chief financial officer conducts a comprehensive review of all strategic account

customers at least once each year. Our chief financial officer has discretion to adjust credit limits for all strategic account customers, including downgrades.

•

Core accounts for leading OEMs: Core accounts are monitored, and credit limits adjusted, by the respective core account

managers at our headquarters who report directly to our chief financial officer at least once each year.

•

Local accounts for smaller-scale OEMs and distributors: Local accounts are required to pay in cash and customers are

typically unable to obtain credit in excess of the value of the collateral provided, typically a letter of credit.

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We consider each customer’s current and potential contribution to our overall sales, industry

leadership and product technology as well as other quantitative and qualitative criteria to determine individual credit limits. We also take certain measures, such as factoring arrangements and procurement of insurance for trade receivables, to

protect us from excessive exposure to credit risks. We have not experienced any material problems relating to customer payments in recent years.

Product

Warranty

Despite our quality control efforts, we may ship products that do not fully comply with customer specifications, contain defects or are

otherwise incompatible with their intended uses. Under our general terms and conditions of sale and in accordance with industry practice, we provide a multi-year warranty that is usually limited to repair or replacement of defective items or return

of, or a credit with respect to, amounts paid for such items. From time to time, we may provide more extensive warranty coverage to certain customers.

Investments and Acquisitions

We continually seek out

opportunities to further our strategic objectives, including by making investments and acquisitions, to further solidify our market position as a leading semiconductor company in the world. Such strategic initiatives have increased in response to

the growing diversity and complexity of memory semiconductors and applications, demand for technological enhancements and increasing costs associated with keeping pace with industry developments. We believe that such strategic initiatives will not

only assist in maintaining and growing our presence in existing markets but also provide us with a cost-effective means of accessing new markets, products and technologies.

From time to time, we have acquired minority equity stakes in other industry players to further strengthen our business relationships and may do

so again in the future. For example, in June 2018, we participated as a member of the Bain Consortium in its purchase of a stake in Kioxia from Toshiba Corporation. As a member of the Bain Consortium, we invested W 2,637 billion for an indirect limited partnership interest in SPC 1, which in turn holds an equity interest in Kioxia. In addition, we invested W 1,279 billion to acquire a convertible bond issued by a second special purpose company, SPC 2, which is convertible into an approximately 15.0%

equity interest in SPC 2. SPC 2 in turn holds an equity interest in Kioxia. As of March 31, 2026, the book value of our investment in SPC 1 was

W 6,616 billion, and the book value of our investment in the convertible bond issued by SPC 2 was W 13,609 billion, which are accounted for as financial assets measured at fair value through profit or loss. In June 2026, SPC 1 completed the sale of all of its remaining equity interest

in Kioxia.

We may also pursue acquisitions of complementary businesses and technologies rather than internally develop similar businesses or

technologies.

Intel NAND Business Acquisition

In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including the NAND flash memory manufacturing facility in

Dalian, China, NAND flash memory and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in December 2021 and US$2.2 billion in March

2025. The Chinese State Administration for Market Regulation granted a conditional business combination approval for such acquisition with certain conditions, including the obligation to maintain a reasonable pricing policy and production level and

support the entry of third-party competitors in the Chinese eSSD market for five years from December 2021. Given our current outlook for sustained strong demand for NAND flash memory products throughout 2026, we expect the obligation to maintain a

reasonable pricing policy will limit our ability to significantly increase the price of our NAND

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flash memory products sold in China in 2026. We may apply for a waiver of such conditions after expiration of the five-year period, and the Chinese State Administration for Market Regulation

would then determine whether to approve the waiver based on the competitive landscape of the Chinese eSSD market at that time, among others.

We

believe that the Intel NAND Business Acquisition has enhanced the competitiveness of our storage solution (including eSSDs) capabilities in the rapidly growing NAND flash memory market. We created a subsidiary in the United States to operate the

acquired business under the brand name “Solidigm.” Solidigm utilizes its industry-leading NAND SSD and quad-level cell NAND flash memory technology and manufacturing capability to offer a portfolio of advanced NAND flash memory

solutions, particularly high-end eSSDs.

SK keyfoundry Acquisition

As part of our efforts to expand our foundry business and 8-inch foundry capacity, we acquired SK keyfoundry in August 2022 for W 576 billion.

Competition

We operate in an intensely competitive market, which has been characterized by the erosion of selling prices, frequent product enhancements from changes

in technology and relatively short product life cycles. During the past decade, the memory semiconductor industry has experienced consolidation as well as the formation of strategic alliances. Our major competitors in the DRAM market include Samsung

Electronics, Micron Technology and CXMT. Our major competitors in the NAND flash memory market include Samsung Electronics, Kioxia, Micron Technology and Sandisk.

The competitiveness of our principal product lines are based on the following factors:

•

pricing;

•

manufacturing costs, yields and product availability;

•

product performance, quality and reliability;

•

successful and timely development of new products and manufacturing processes;

•

ability to tailor products to specific designs required by customers;

•

ability to deliver products in large volumes on a timely basis;

•

ability to meet changes in customer demand;

•

marketing and distribution capability;

•

customer service, including technical support; and

•

brand recognition and financial strength.

Entry into the memory semiconductor industry requires substantial capital expenditures and significant technological and manufacturing expertise.

Although we believe that our production capabilities, experience and technological expertise provide “time to market” and economies of scale advantages, we face increasing competition from emerging companies that may significantly expand

the scale of their operations, as well as from potential repositioning and expansion by storage solution companies and customers that may develop memory solutions in-house. In addition, in recent years,

various industrialized countries have taken measures to promote the development and expansion of high-technology industries, which may intensify the competitive landscape of the semiconductor industry. For example, in August 2022, the U.S.

Government enacted the CHIPS Act, which provides

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federal aid to promote emerging industries in the United States, including measures to strengthen the United States’ domestic semiconductor manufacturing capabilities. Such efforts may

incentivize U.S. semiconductor companies to invest in the expansion of their production capabilities. As part of its efforts to promote a robust semiconductor supply chain, the U.S. Government has also initiated the Chip 4 Alliance, a new U.S.-Asian

semiconductor partnership among the United States, Korea, Japan and Taiwan. In recent years, such an alliance has led China to take measures to more actively develop its semiconductor manufacturing capabilities, which may further intensify

competition in the global semiconductor industry.

Equipment and Suppliers

Like other memory semiconductor manufacturers, we also depend on a limited number of manufacturers in the Netherlands, the United States and Japan for

our key equipment. The principal pieces of equipment we use to manufacture our semiconductors include steppers, scanners, tracks, etchers, furnaces, wet stations, implanters, chemical vapor deposition equipment, metrology inspection equipment and

chemical mechanical planarization equipment. We also seek to maintain equipment with the ability to test a variety of different memory semiconductors. In addition to specialized testing equipment, we maintain a variety of other types of equipment

which are also used in the testing process, such as automated handlers and probers (with special handlers for wafer probing), reformers and PC workstations for use in software development.

We generally seek to obtain testing equipment with similar functionality from various vendors. However, our purchases of

high-end equipment have historically been limited to several manufacturers. In periods of high market demand, the lead times from order to delivery of such equipment can be over one year. We seek to manage

this process through the early reservation of appropriate delivery slots and constant communication with our equipment suppliers.

Raw Materials and Supplies

The raw materials used in our semiconductor fabrication process include polished silicon wafers, chemicals, metals such as titanium and

aluminum, gases and subsidiary materials. Wafers are the most significant raw material in terms of cost, representing approximately 10% of our cost of sales in recent years. The other principal raw materials used in the assembly of our products

include substrates, gold wire, wafer backside lamination tape and printed circuit boards. We source most of our raw materials, including wafers, from suppliers in Korea, Japan and the United States. In addition, our manufacturing processes

also require a significant amount of electricity and purified water. In order to obtain reliable electricity and water supplies, we maintain back-up power and water storage facilities.

We are not dependent on any one supplier for a substantial portion of our raw material requirements for fabrication and packaging, and we believe that

we generally have access to alternative sources of supply for our principal raw materials. However, from time to time, we and other semiconductor manufacturers have experienced shortages and increases in lead times for the delivery of raw materials,

which in turn have resulted in interruptions in production and delivery of products from time to time. To minimize the risk of significant interruptions to supplies of our principal raw materials, we have entered into multi-year supply agreements

with our key material suppliers and plan to enter into similar agreements with other major suppliers, as well as diversify the geographic location of key international suppliers and increase sourcing from suppliers in Korea.

Our purchasing strategy prioritizes the capability of a supplier to meet our development and production requirements. Our principal raw material

suppliers are selected primarily based on the technical requirements established by our engineers, quality control staff and purchase staff. Our purchases are generally planned at the end of the year based on the

non-binding forecasts provided by

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our customers. To improve material quality, we have also undertaken regular information exchange and joint research and product development with strategic suppliers of raw materials.

Manufacturing

Manufacturing Processes

The manufacturing process for DRAMs involves etching a hole into the substrate. The front-end production of a

semiconductor begins with the mask-making process, in which each layer of the pattern of the circuit is duplicated on a photographic negative, known as a mask, by an electron beam generator. Next, raw silicon wafers are oxidized and modified to form

transistors, and semiconductor materials are applied to the wafer in multiple layers through a series of patterning, etching, deposition and implantation processes. Each of these processes is conducted in a highly controlled, clean environment. Dust

particles, equipment errors, minute impurities in materials or defects in photo masks cause wafers to be discarded or chips to be non-functional.

The back-end production process involves inspection of individual semiconductors, called “chips” or

“dies.” Chips that fail this test are either scrapped or repaired by laser trimming. A wafer is then cut into individual dies. Good chips are connected to a conductive lead frame through wire bonding and the bonded semiconductors are

then encapsulated using a plastic mold compound or a ceramic casing. These packaged semiconductors are fully tested for functionality and reliability using specialized testing equipment. DRAMs in HBM configurations are manufactured by stacking

multiple memory chips vertically and connected using TSV packaging technology.

The manufacturing process for NAND flash memory products is

substantially similar to that of DRAMs, but does not include the capacitor manufacturing step. Consequently, NAND flash memory production, as compared to that for DRAMs, results in increased efficiency in utilizing fab space, reduced yield risk and

reduced turn-around time.

Due to the competitive nature of the memory semiconductor market, manufacturers are continually seeking the most optimal

production methods. The five most important determinants of competitive advantage in production are:

Yield . Yield means the

percentage of “good dies” per wafer. Manufacturing processes and quality control need to be optimized to generate maximum yield.

Line W idth/ L ayer . Line width is the minimum feature size or distance

between two features (lines) on a chip. Transitioning to finer line-widths is important in order to increase the number of dies per wafer and eventually reduce cost per bit. Leading manufacturers are currently manufacturing using 1a, 1b and 1c nm

class technology for DRAMs and 176/238/321 layers technology for NAND flash memory products. Different manufacturers define line width differently and there may be slight variations in feature size for any given line-width process technology.

Wafer Size. The number of chips produced depends on the technology used and the size of the wafer. Typically, semiconductor

manufacturers, including us, manufacture using wafers with a diameter of 12 inches.

Density . Density is measured by the number

of memory cells per chip. For a given wafer size, assuming the same process technology, doubling the density doubles the area used on the wafer and the price received upon selling the chip. The assembly and final testing costs remain the same.

Cycle Time. Semiconductor manufacturing is composed of several hundred wafer processing steps. As more advanced technology such as finer

line width is adopted, additional manufacturing process steps are required, which results in lengthened cycle time. Controlling the level of cycle time is becoming more critical in order to maintain competitiveness.

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Manufacturing Facilities

We own and operate fabs located in Icheon and Cheongju, Korea and Wuxi and Dalian, China. The Icheon facility is located approximately 80 kilometers from

Seoul. The Cheongju facility is located approximately 140 km from Seoul. The Wuxi facility is located approximately 140 kilometers from Shanghai. The Dalian facility, which was purchased from Intel in December 2021, is located in the

third-most populous city of Northeast China on the southern tip of the Liaodong peninsula.

The following table sets forth information regarding our

fabs as of March 31, 2026:

Fab

Product Category

Commencement of Operations

Icheon, Korea

M10

DRAM

Second quarter of 2005

M14

DRAM

Third quarter of 2015

M16

DRAM

First quarter of 2021

Cheongju, Korea

M11

NAND flash

Second quarter of 2008

M12

NAND flash

Second quarter of 2012

M15

NAND flash

Fourth quarter of 2018

Wuxi, China

C2

DRAM

Third quarter of 2006

C2F

DRAM

Second quarter of 2019

Dalian, China

Dalian

NAND

Purchased from Intel in December 2021 (1)

(1)

For a discussion of the Intel NAND Business Acquisition, see “Business — Investments and Acquisitions —

Intel NAND Business Acquisition.”

Our fabs operate at full utilization, 365 days a year, 24 hours a day on a three-shift,

eight hours per shift basis, providing capacity to support expected growth while maintaining operational flexibility. Maintenance at each facility is performed concurrently with production. Our fabs are staffed with engineers, technicians and other

employees whose duty is to monitor design and production processes to ensure high quality. These employees include line inspectors who work with members of the production staff to conduct examination, testing and fine-tuning of products during the

production process. Quality control personnel are involved from initial design to production. We may periodically adjust our production capacity based on market demand for our products, the production outlook of the global memory semiconductor

industry as well as general global economic conditions.

We also own and operate assembly and testing facilities for

back-end processing of our products in Icheon and Cheongju, Korea and Chongqing, China. We also utilize a factory operated by HITECH Semiconductor in Wuxi, China, a joint venture company established by us and

Wuxi Taiji Industry Co., Ltd. (“Wuxi Taiji Industry”). As of March 31, 2026, we held a 45.0% interest in HITECH Semiconductor.

As part of our efforts to reduce unit manufacturing costs, improve manufacturing yields and enhance our profitability, we periodically phase out the

operations of our older fabs or upgrade them to new fabs that implement more advanced processing technologies. In addition to regular maintenance and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new extension fab

called “M15X” in Cheongju, which we plan to utilize to further increase our production capacity of next-generation DRAMs. We began wafer input at the M15X in the first quarter of 2026 and expect to gradually ramp up our production

volume. As part of our efforts to ensure our long-term competitiveness, we have also announced initiatives to construct an integrated industrial complex in Yongin, Korea for our next generation of fabs and research and development facilities. We

began construction of our first fab at the Yongin complex in February 2025 with the phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We plan to finance the construction of the Yongin complex primarily through cash

generated from our operating activities. We are currently constructing

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an advanced packaging plant called “P&T7” in Cheongju and expect to complete construction by the end of 2027. In December 2024, we also announced plans to build an advanced

packaging plant in Indiana, United States, and expect to commence operations in the second half of 2028. Under the CHIPS Act, upon meeting certain project milestones, we may receive federal subsidies of up to US$458 million and loans of up to

US$570 million from the U.S. Department of Commerce in connection with the Indiana complex. We plan to finance the remaining costs related to construction of the Indiana complex primarily through cash generated from our operating activities.

Our cash outflows for acquisitions of property, plant and equipment amounted to W 7,657 billion in the first quarter of 2026 and W 6,284 billion in the first quarter of

2025, and W 27,519 billion in 2025,

W 15,946 billion in 2024 and

W 8,325 billion in 2023. In 2026, we plan to increase our capital expenditures considerably compared to 2025. We periodically adjust

our capital expenditure plans based on market demand for our products, the production outlook of the global memory semiconductor industry and general global economic conditions. We may delay or not implement some of our announced capital expenditure

plans based on our assessment of such market conditions.

The following table summarizes our planned major capital expenditures projects as of

March 31, 2026:

Project

Expected

Cleanroom

Open Date (1)

Total Expected

Cost of Project

(In billions of Won)

Phase 1 of fab 1 at the Yongin complex, Korea

First quarter of 2027

W

9,412

(2)

Phases 2 to 6 of fab 1 at the Yongin complex, Korea

End of 2030

21,608

(2)

P&T7 (advanced packing plant) in Cheongju, Korea

End of 2027

19,000

(3)

Advanced packaging plant in Indiana, United States

Second half of 2028

5,900

(3)

(1)

Not including installation of equipment.

(2)

Fab construction costs only and not including equipment and ancillary costs.

(3)

Including equipment and ancillary costs.

Research and Development

We compete in an industry

characterized by rapid technological changes. Our research and development activities focus on maintaining technological leadership in advanced memory solutions through continual investment in next-generation semiconductor technologies and product

development aligned with the growth of AI and other high-performance computing markets. Accordingly, we have made, and expect to continue to make, significant investments in our research and development activities. Our main research and development

facilities are located in Icheon, Korea and we engage in various research and development activities, including in the areas of advanced process development, circuit and layout design, enhancement of manufacturing processes, process integration,

photo mask design and development, physical and electrical analysis and simulation and modeling. We incurred expenditures on research and development of

W 2,550 billion in the first quarter of 2026 and

W 1,515 billion in the first quarter of 2025, and

W 6,733 billion in 2025,

W 4,854 billion in 2024 and

W 4,101 billion in 2023. Of such amounts, we capitalized development costs of W 99 billion in the first quarter of 2026 and W 43 billion in the first quarter of 2025,

and W 267 billion in 2025,

W 418 billion in 2024 and

W 351 billion in 2023 as intangible assets.

We have entered into a number of licensing and cross-licensing agreements with other manufacturers pursuant to which we obtain access to advanced

technologies for incorporation into our own manufacturing processes. See “— Patents and Licensed Technologies.”

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Patents and Licensed Technologies

Both our ability to develop our own technologies as well as our access, through licenses or other arrangements, to technologies of other leading

international companies are important to our ability to design and manufacture competitive products. Our success depends in part on our ability to obtain patents, licenses and other intellectual property rights relating to our products. As of

March 31, 2026, on a standalone basis, we owned 4,823 patents, 130 trademarks, 18 copyrights and seven design rights in Korea and 16,680 patents, 263 trademarks, one copyright and four design rights outside Korea. Our patents are related

primarily to semiconductors and semiconductor manufacturing processes.

We also license a number of patented technologies and processes from third

parties under cross-licensing, technical assistance and other agreements. These agreements generally grant us a non-exclusive license to manufacture products in return for payment of royalties or a

cross-license to manufacture and sell certain products both in Korea and overseas during a fixed but usually renewable term. We consider our technical assistance and licensing agreements to be important to our business and believe that we will be

able to negotiate additional licenses as needed and renew existing agreements on commercially reasonable terms that will not adversely affect our ability to use the related technology.

Environmental Matters

Our manufacturing operations use and

generate a variety of chemicals and gases, and we are subject to certain regulations relating to the use, storage, discharge and disposal of such chemicals and gases and other emissions and waste. We are vigorous in our efforts to engage in

environmentally responsible management of, and to protect the environment from damage resulting from, our operations. We believe that our levels of pollution control are higher than those mandated by Korean and Chinese government standards. We

employ licensed environmental specialists for various environmental areas, including air quality, water quality and toxic materials. We also operate a comprehensive environmental management system to eliminate or minimize the possible negative

effects of our manufacturing processes on the environment and employees. We educate and train our employees in environmental issues and the proper handling of hazardous substances and requires adherence to corporate guidelines on environmental

protection measures.

Our ESG Management Committee, chaired by our Chief Executive Officer, serves as the core executive-level decision-making body

for our ESG management policies. Key matters discussed by such committee are reported upward to the Sustainable Management Committee under the Board, which provides company-wide oversight and final endorsement of ESG strategy, targets and

performance.

We undergo periodic internal reviews as well as inspection by external inspectors in accordance with ISO 14001 standards to monitor

the operation and maintenance of our environmental management system. In order to continue certification, we are required to meet annual requirements in environmental policy, compliance, planning, management, structure and responsibility, training,

communication, document control, operational control, emergency preparedness and response, record keeping and management review.

We also undergo

periodic internal reviews as well as inspection by external inspectors in accordance with ISO 45001 standards to monitor the operation and maintenance of our occupational health and safety management systems.

Insurance

We maintain property insurance policies with

reputable insurance companies covering our equipment, manufacturing facilities, research and development facilities and inventory. These

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insurance policies cover losses due to fire, earthquake, flood and other natural disasters. We also maintain liability and casualty insurance policies that cover various incidents, including

work-related injuries to employees, product liability, environmental pollution liability and director and officer liability. We consider our insurance coverage to be consistent with market practice in the Korean semiconductor industry.

Employees

As of March 31, 2026, we, on a stand-alone

basis, had 35,929 full-time employees, and, on a consolidated basis, had 47,639 full-time employees, including 35,321 in Korea, 11,333 in China and 591 in the United States. As of March 31, 2026, we, on a stand-alone basis, had 94

temporary employees and consultants. Our success depends to a significant extent upon our ability to attract, retain and motivate qualified employees. Such employees, particularly engineers, production managers and technicians in the memory

semiconductor industry, are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees. We seek to leverage the SK Group’s brand-recognition to attract top-tier talent from both Korea and outside Korea and strive to maintain an entrepreneurial, productive and innovation-focused culture.

We grant annual increases in basic wages and pays periodic bonuses. We also provide benefits such as medical insurance, employment insurance and

workers’ compensation to our employees as well as providing fringe benefits including housing loans, periodic health checkups and the provision of childcare and recreational facilities. In addition, as of March 31, 2026, we had

collective bargaining agreements with three labor unions, the two largest of which represented a total of 15,684 employees. Our latest collective bargaining agreements with such labor unions came into effect in April 2024 for a two-year term. We also engage in wage negotiations each year, which are retroactively applied for that year. In addition, we operate a profit-sharing incentive program linked to our operating results, which utilizes

10% of our operating profit as determined under K-IFRS. We have not experienced a strike or other material work stoppage in recent years. We generally consider our relations with our employees to be good.

Our full-time employees in Korea, including executive officers as well as non-executive employees, are subject

to a pension insurance system pursuant to the National Pension Act of Korea, under which we make monthly contributions to the pension accounts of the employees, and upon retirement, such employees are paid from their pension accounts. In

accordance with the National Pension Act of Korea, we contribute an amount equal to 4.75% of an employee’s standard monthly wages, and each employee contributes 4.75% of his or her standard monthly wages into his or her personal pension

account, as of the date of this prospectus. Such rates, however, are scheduled to gradually increase to 6.5% by 2033. We also operate defined benefit and defined contribution retirement pension plans for our employees. For further information

regarding our obligations under our retirement pension plans, see Note 17 of the notes to the Interim Financial Statements.

Litigation and Regulatory

Proceedings

We are subject to a number of claims and are a party to a number of legal and regulatory proceedings, including those that are

incidental to the normal course of our business.

ITC Investigation in the United States

On February 17, 2026, as supplemented on February 25, 2026 and March 16, 2026, MonolithIC filed a complaint with the ITC naming us and Kioxia as

respondents, alleging among others that certain of our DRAM and NAND flash memory products infringe seven patents owned by MonolithIC. The complaint requested that the ITC institute an investigation pursuant to Section 337 of the Tariff Act of

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1930 and issue a limited exclusion order and cease and desist orders. On March 26, 2026, the ITC announced its decision to institute an investigation. Subsequently, the ITC set August 30, 2027 as

the target date for the completion of the investigation. In addition, on May 11, 2026, as supplemented on May 28, 2026 and June 1, 2026, MonolithIC filed a second complaint with the ITC naming us and Kioxia as respondents, alleging among others

that certain of our DRAM and NAND flash memory products infringe an additional five patents owned by MonolithIC and seeking relief similar to those sought in the above-described initial complaint. On June 10,

2026, the ITC announced its decision to institute an investigation. The target date for the completion of the second investigation has not been set by the ITC. The investigations are ongoing, and we are currently unable to predict their outcomes.

Litigation Related to the Construction of our Indiana Facility

In June 2025, three residents of West Lafayette, Indiana filed lawsuits in the Tippecanoe County Circuit Court seeking to void a re-zoning ordinance

adopted by the West Lafayette City Council. The ordinance re-zoned certain areas from residential to industrial use to facilitate the construction of our advanced packaging plant in Indiana, United States. See “— Manufacturing —

Manufacturing Facilities” for a discussion of our plan to build such plant. The plaintiffs allege, among other things, that the re-zoning ordinance lacks a rational basis, was procedurally deficient and violated open door laws. We and the

other defendants have moved for summary judgment, contending that the plaintiffs lack standing, among others. In May 2026, the court denied the defendants’ motion for summary judgment on the standing issue without prejudice, leaving the matter

to be addressed at trial. The plaintiffs have also moved for summary judgment on certain issues and have sought a preliminary injunction to halt construction of the facility. Additional hearings on the outstanding motions are scheduled through the

fall of 2026, and a bench trial on the merits has been scheduled for December 2026. The litigation is ongoing, and we are currently unable to predict its outcome.

Antitrust Litigation in the United States

On June 25, 2026, a putative antitrust class action suit was filed in the U.S. District Court for the Northern District of California. The case was

brought by indirect purchasers of conventional DRAM products against SK hynix Inc., SK hynix America Inc. and two other memory semiconductor manufacturers alleging that the defendants conspired to restrict the supply of and inflate prices for

conventional DRAM beginning in approximately October 2022, through coordinated production cuts, capacity shifts toward HBM production, product-line exits and other allegedly coordinated conduct. Plaintiffs seek injunctive relief and monetary damages

under various federal and state antitrust and related business practice laws. While we intend to defend this suit vigorously, the case is in its initial stages, and as such, we are unable to reasonably evaluate the outcome of the action or estimate

the potential loss or range of loss, if any.

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MANAGEMENT

Board of Directors

The Board has ultimate responsibility

for the management of our business affairs. We are required to have six or more directors but the number of directors may not exceed ten directors, and independent directors must constitute a majority of the total number of directors in accordance

with our articles of incorporation. All directors are required to be elected by an affirmative vote of a majority of shares present at the general meeting of shareholders, provided that such affirmative votes may not be less than one-fourth of the total issued shares. In the election or removal of any Audit Committee member, shareholders who own voting shares in excess of 3% of the total voting shares may not exercise their voting rights

with respect to such excess shares under the KCC. The term of office of a director will expire upon the close of the third ordinary general meeting of shareholders to be convened after his or her inauguration.

Independent directors are non-standing directors elected from among those persons who do not have a special

relationship with us that would interfere with the exercise of their independent judgment. The Independent Director Candidate Nomination Committee recommends the candidates for independent directors to the general meeting of shareholders. Our

articles of incorporation require that candidates for independent directors have professional knowledge or experience in management, economy, law or relevant technologies and satisfy the eligibility requirements under the KCC and other relevant laws

and regulations. Pursuant to the KCC, as amended on July 22, 2025, with effect from July 23, 2026, a listed company is required to appoint independent directors (i.e., independent directors who perform their duties independently from

executive directors and other inside directors) in a number equal to at least one-third of the total number of directors. In addition, independent directors must satisfy qualification requirements that are

more stringent than those applicable to independent directors and will be disqualified from office if they no longer meet such requirements. A listed company must appoint independent directors through an independent director nominating committee

composed of a majority of independent directors. Pursuant to the Addenda to the amended KCC, independent directors appointed under the KCC prior to the amendment will be deemed independent directors under the amended KCC; provided, however, that a

listed company must comply with the qualification requirements applicable to independent directors under the amended KCC within one year from the effective date of the amendment. We intend to comply with the foregoing requirements prior to the

effective date of the amended provisions.

Executive directors are our directors who also serve as our executive officers, and they also comprise

the senior management, or the key personnel who manage us.

The representative director is a director elected by an affirmative vote of a majority

of the directors present at a meeting of the Board where a majority of directors in office are present and is empowered to make decisions regarding our day-to-day

business as our chief executive officer. Nohjung Kwak serves as our representative director.

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Directors and Senior Management

Directors

The table below sets forth

information regarding our directors as of the date of this prospectus. The business address of each of our directors and senior management is at our registered office at 2091, Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do 17336, Korea.

Name

Position

Age

First Elected

End of

Current Term

Nohjung Kwak

Executive director, Chief Executive Officer and President

61

March 2022

March 2028

Seon Yong Cha

Executive director, President and Head of Research and Development

59

March 2026

March 2029

Yong Ho Jang

Non-executive director

62

March 2024

March 2027

Jung Kyu Kim

Non-executive director

50

March 2026

March 2029

Deog Kyoon Jeong

Independent director

68

March 2023

March 2029

Zeong Won Kim

Independent director

58

March 2023

March 2029

Donghoon Yang

Independent director

68

March 2024

March 2027

Hyun Chul Sohn

Independent director

65

March 2024

March 2027

Seung Beom Koh

Chairperson of the Board; Independent director

64

March 2026

March 2029

Gahng Gook Choi

Independent director

57

March 2026

March 2029

Brief descriptions of the experience of each member of the Board are set forth below:

Mr. Nohjung Kwak was appointed to the Board on March 30, 2022. He currently serves as our President and Chief Executive Officer. Mr. Kwak has

an undergraduate degree in 1989, a master’s degree in 1991 and a Ph.D. in 1994 from Korea University. He also serves as the Chairman of the Semiconductor Committee at the SUPEX Council at the SK Group. He previously served as the President of

our Manufacturing and Technology Division and the Head of Technology and Development of our Cheongju fab.

Mr. Seon Yong Cha was appointed to

the Board on March 25, 2026. He currently serves as our President and Head of Research and Development. Mr. Cha has an undergraduate degree in 1991, a master’s degree in 1995 and a Ph.D. in 2000 in Electrical Engineering from Korea

Advanced Institute of Science & Technology. He previously served as the Head of our DRAM Development Team.

Mr. Yong Ho Jang was appointed

to the Board on March 27, 2024. He currently serves as our Non-executive Director. Mr. Jang has an undergraduate degree in 1989 from Seoul National University. He is currently the President and Chief Executive Officer of SK Inc. He previously

served as the President and Chief Executive Officer of SK siltron Co., Ltd.

Mr. Jung Kyu Kim was appointed to the Board on March 25, 2026. He

currently serves as our Non-executive Director. Mr. Kim has an undergraduate degree in 2002 from Korea University and a Master of Business Administration degree in 2017 from the University of Pennsylvania. He is currently the Chief Executive

Officer of SK square. He previously served as Head of the Secretariat at SK Inc., Head of the Strategy Support Team at the SUPEX Council at the SK Group and Team Leader of the U.S. branch of SK Planet.

Mr. Deog Kyoon Jeong was appointed to the Board on March 29, 2023. He currently serves as our independent director. Mr. Jeong has an

undergraduate degree in 1981 and a master’s degree in 1984 from Seoul National University, and a Ph.D. in 1989 from the University of California, Berkeley. He is currently an Emeritus Professor of Electrical and Computer Engineering at Seoul

National University. He previously served as a Professor of Electrical and Computer Engineering at Seoul National University and the Chair of the Inter-University Semiconductor Research Center at Seoul National University.

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Ms. Zeong Won Kim was appointed to the Board on March 29, 2023. She currently serves as our

independent director. Ms. Kim has an undergraduate degree in 1991 from Ewha Womans University and a Master of Business Administration degree in 2003 from the University of Chicago. She previously served as Managing Director at Citibank,

and the Deputy Head of the Financial Planning Group at Citibank Korea.

Mr. Donghoon Yang was appointed to the Board on March 27, 2024. He

currently serves as our independent director. Mr. Yang has an undergraduate degree in 1982 and a Ph.D. in 1996 from Sungkyunkwan University, a master’s degree from the University of Iowa in 1990 and a Ph.D. in 1999 from Syracuse

University. He is currently a Professor Emeritus of Accounting at Dongguk University. He previously served as a Distinguished Professor at the Korean Accounting Association and Samil PricewaterhouseCoopers.

Mr. Hyun Chul Sohn was appointed to the Board on March 27, 2024. He currently serves as our independent director. Mr. Sohn has an

undergraduate degree in 1984 and a master’s degree in 1986 from Seoul National University, and a Ph.D. in 1993 from the University of California, Berkeley. He is currently a Professor of Materials Science and Engineering at Yonsei University.

He previously served as a semiconductor researcher at SK hynix.

Mr. Seung Beom Koh was appointed to the Board on March 25, 2026. He currently

serves as our independent director. Mr. Koh has an undergraduate degree in 1985 and a master’s degree in 1988 from Seoul National University, and a Ph.D. in 1995 from American University. He is currently a Senior Advisor at Bae, Kim & Lee

LLC. He previously served as Chairman of the FSC.

Mr. Gahng Gook Choi was appointed to the Board on March 25, 2026. He currently serves as our

independent director. Mr. Choi has a Bachelor of Laws degree in 1996 from Seoul National University, a Master of Laws degree in 1998 from Yale University and a Master of Laws in Taxation degree in 2001 from New York University. He is currently a

Senior Advisor at Gaon Law Group. He previously served as a Managing Director at Ernst & Young and a Partner at PricewaterhouseCoopers.

Senior Management (Other than Directors)

The table below sets forth information regarding our senior management, other than our directors, as of the date of this prospectus. The business address

of each of our directors and senior management is at our registered office at 2091, Gyeongchung-daero, Bubal-eup, Icheon-si,

Gyeonggi-do 17336, Korea.

Name

Position

Age

Responsibility and Division

Tae Won Chey

Chairman

65

Visionary Stewardship

Ju Seon Kim

President

59

Head of AI Infra

Hyunjong Song

President

60

Head of Corporate Center

Sung Jin Yeum

President

53

Head of Communication

Hyun Ahn

President

58

Head of Development

Sangrak Lee

Vice President

58

Head of Global Sales

Jong Hwan Kim

Vice President

53

Head of DRAM Development

Woo Pyo Jeong

Vice President

58

Head of NAND Development

Chun Sung Kim

Vice President

52

Head of Solution Development

Byoungki Lee

Vice President

54

Head of Global Production

Jaesoon Kwon

Vice President

56

Head of Manufacturing and Technology

Woojin Choi

Vice President

54

Head of Package and Test

Choonhwan Kim

Vice President

59

Head of Global Infra

Donggyu Kim

Vice President

53

Head of Corporate Strategy and Planning

Woo Hyun Kim

Vice President

59

Head of Finance and Chief Financial Officer

Youjong Kang

Vice President

55

Head of Procurement

Jin Soo Kang

Vice President

58

Head of Growth Strategy

Bogun Jin

Vice President

51

Head of Corporate Culture

Jung San Choi

Vice President

59

Head of Global Quality and Reliability Assurance

Seungyong Doh

Vice President

53

Head of Digital Transformation

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Name

Position

Age

Responsibility and Division

Sunggon Jin

Vice President

57

Head of Infra Tech. Center

Dong Hui Son

Vice President

55

Principal Accounting Officer

Hyung Mo Yang

Vice President

51

Head of Financial Management

Seonghwan Park

Vice President

57

Head of Investor Relations

Brief descriptions of the experience of each senior management are set forth below:

Mr. Tae Won Chey currently serves as our Chairman, providing guidance with respect to our long-term vision. He also serves as the Chairman of the SK

Group, Representative Director and Chairman of SK Inc., and Chairman of SK Telecom and the Korea Chamber of Commerce and Industry.

Mr. Ju Seon Kim

currently serves as our President and Head of AI Infra, overseeing global market and marketing strategies. Mr. Kim previously served as our Head of Global Sales and Marketing.

Mr. Hyunjong Song currently serves as our President and Head of Corporate Center. Mr. Song previously served as Chief Strategy Officer at SK Telecom

Co., Ltd.

Mr. Sung Jin Yeum currently serves as our President and Head of Communication, leading corporate communication and corporate relations.

He previously served as Head of the Business Support Office at the Korea Chamber of Commerce and Industry.

Mr. Hyun Ahn currently serves as our

President and Head of Development, overseeing the overall development of memory and storage products. Mr. Ahn previously served as our Head of Solution Development.

Mr. Sangrak Lee currently serves as our Vice President and Head of Global Sales, managing global sales and customer relationships. Mr. Lee previously

served as our Head of the Americas Region.

Mr. Jong Hwan Kim currently serves as our Vice President and Head of DRAM Development, managing DRAM

product and technology development. Mr. Kim previously served as our Head of Research and Development Technology Development.

Mr. Woo Pyo Jeong

currently serves as our Vice President and Head of NAND Development, overseeing NAND product and technology development. Mr. Jeong previously served as our Head of NAND Design and previously held NAND design positions at Intel Corporation.

Mr. Chun Sung Kim currently serves as our Vice President and Head of Solution Development, managing solution product and technology development. Mr. Kim

previously served as our Head of eSSD Product Development.

Mr. Byoungki Lee currently serves as our Vice President and Head of Global Production,

overseeing global production operations including the Yongin Cluster. Mr. Lee previously served as our Head of Manufacturing and Technology and was responsible for the Cheongju fab and the M15X project.

Mr. Jaesoon Kwon currently serves as our Vice President and Head of Manufacturing and Technology, leading process technology and manufacturing

innovation. Mr. Kwon previously served as our Head of Manufacturing and Technology and was responsible for Wuxi production technology.

Mr. Woojin

Choi currently serves as our Vice President and Head of Package and Test. Mr. Choi previously served as an officer of Package and Test.

Mr.

Choonhwan Kim currently serves as our Vice President and Head of Global Infra, managing infrastructure and manufacturing facilities of the Indiana fab project. He previously served as our Head of the Icheon fab and the Cheongju fab, respectively,

and was responsible for the research and development process.

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Mr. Donggyu Kim currently serves as our Vice President and Head of Corporate Strategy and Planning,

managing our mid-to-long-term growth strategies and business portfolios. He previously served as our Head of Corporate Strategy and was responsible for business analysis.

Mr. Woo Hyun Kim currently serves as our Vice President and Head of Finance and Chief Financial Officer, overseeing the finance function including

treasury, accounting and investor relations. He previously served as Head of Corporate Center at SK Broadband Co., Ltd. and Head of Strategy and Planning Group at SK Telecom Co., Ltd.

Mr. Youjong Kang currently serves as our Vice President and Head of Procurement, managing global procurement and supply chain strategies. He previously

served as our Head of Fab Raw Material Procurement and was responsible for the Japan region in AI Infra Global Sales and Marketing.

Mr. Jin Soo

Kang currently serves as our Vice President and Head of Growth Strategy, overseeing new business models and product planning. He previously served as Chief Operating Officer of Solidigm.

Mr. Bogun Jin currently serves as our Vice President and Head of Corporate Culture, leading talent and organization strategies. He previously served as

our Head of Human Relations.

Mr. Jung San Choi currently serves as our Vice President and Head of Global Quality and Reliability Assurance. He

previously served as our Head of Mobile Quality Assurance.

Mr. Seungyong Doh currently serves as our Vice President and Head of Digital

Transformation. He previously served as our Head of the Digital Transformation Project Management Office.

Mr. Sunggon Jin currently serves as our

Vice President and Head of Infra Tech. Center. He previously served as our Head of Thin Film Technology.

Mr. Dong Hui Son currently serves as our

Vice President and Principal Accounting Officer. Mr. Son previously served as our Head of Finance and Business Administration.

Mr. Hyung Mo

Yang currently serves as our Vice President and Head of Financial Management. Mr. Yang previously served as our Head of Accounting Management.

Mr.

Seonghwan Park currently serves as our Vice President and Head of Investor Relations. Mr. Park has consistently held Investor Relations positions.

Committees of the Board

We currently have five committees

that serve under the Board:

•

Audit Committee;

•

Independent Director Candidate Nomination Committee;

•

Sustainability Committee; and

•

Human Resources and Compensation Committee.

The Board may establish other committees if it deems them necessary. The Board appoints each member of these committees, except for members of the Audit

Committee.

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Audit Committee

Under Korean law and our articles of incorporation, we are required to have an Audit Committee consisting of three or more directors, at least two-thirds of whom must be independent directors. Members of the Audit Committee are elected by our shareholders at the general meeting of shareholders. The term of office of each member of the Audit Committee shall

be coterminous with such member’s term of office as a director.

Our Audit Committee is responsible for reviewing our business affairs and

accounts and monitoring the various matters carried out by the Board. The Audit Committee also has the right to request the Board to convene an extraordinary general meeting of shareholders by presenting a written statement to the Board that sets

forth the agenda of the meeting and grounds for convening the meeting. We are required to appoint independent auditors selected by our Audit Committee and to report such appointments to our shareholders at the general meeting of shareholders or to

notify the shareholders as of the latest record date of such appointment in writing or by electronic mail or by disclosure on our website.

Currently, our Audit Committee consists of four directors: Seung Beom Koh, Gahng Gook Choi, Zeong Won Kim and Donghoon Yang. The chairperson of the

committee is Donghoon Yang. The Board has determined that Donghoon Yang is an “audit committee financial expert” as defined under the applicable rules of the SEC.

Meetings of the Audit Committee consist of regular meetings, which are held on a quarterly basis, and special meetings, which may be convened from time

to time as necessary. Resolutions of the Audit Committee require the attendance of a majority of its members and the affirmative vote of a majority of the members present. Any member who has a special interest in a matter to be resolved shall not be

entitled to exercise voting rights with respect to such matter.

Independent Director Candidate Nomination Committee

Our Independent Director Candidate Nomination Committee is responsible for reviewing and recommending candidates for independent directors for election

at the general meeting of shareholders. Members of the Independent Director Candidate Nomination Committee are appointed and removed by the Board. The Committee shall consist of two or more directors, at least

one-half of whom must be independent directors. The term of office of each member of the Committee shall be coterminous with such member’s term of office as a director.

Currently, our Independent Director Candidate Nomination Committee consists of three members: Seung Beom Koh, Donghoon Yang and Deog Kyoon Jeong. The

chairperson of the committee is Deog Kyoon Jeong.

Meetings of the Independent Director Candidate Nomination Committee consist of regular

meetings and special meetings. Regular meetings shall be held on, or within seven days prior to, the date of the Board’s resolution to convene the annual general meeting of shareholders. Special meetings may be convened from time to time as

necessary. Resolutions of the Independent Director Candidate Nomination Committee require the attendance of a majority of the total number of members and the affirmative vote of a majority of the total number of members.

Sustainable Management Committee

Our

Sustainable Management Committee is responsible for: (i) reviewing our compliance management systems and activities, including matters relating to antitrust, anti-corruption, safety, health and environment (“SHE”), and

subcontracting; and (ii) reviewing matters relating to sustainable management, including (a) sustainable management and social value creation strategies and performance, (b) major corporate social responsibility activities, and

(c) our ESG status and related response measures.

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Members of the Sustainable Management Committee are appointed and removed by the Board. The

chairperson of the Committee is elected by the Board or by the Committee. The Committee shall consist of two or more directors, at least one-half of whom must be independent directors. The term of office of

each member of the Committee shall be coterminous with such member’s term of office as a director. Currently, the Sustainability Committee consists of five members: Seon Yong Cha, Jung Kyu Kim, Zeong Won Kim, Gahng Gook Choi and Hyun Chul

Sohn. The chairperson of the committee is Zeong Won Kim.

Meetings of the Sustainable Management Committee are generally held on a quarterly basis,

but may be convened from time to time as necessary. Resolutions of the Sustainable Management Committee require the attendance of a majority of the total number of members and the affirmative vote of a majority of the total number of members.

Human Resources and Compensation Committee

Our Human Resources and Compensation Committee is responsible for reviewing and resolving matters related to compensation of our management. Members of

the Human Resources and Compensation Committee are appointed and removed by the Board. The chairperson of the Committee is elected by the Board or by the Committee. The Committee shall consist of two or more directors, at least one-half of whom must be independent directors. The term of office of each member of the Committee shall be coterminous with such member’s term of office as a director. Currently, the Human Resources and

Compensation Committee consists of four members: Yong Ho Jang, Hyun Chul Sohn, Deog Kyoon Jeong and Zeong Won Kim. The chairperson of the committee is Deog Kyoon Jeong.

Regular meetings of the Human Resources and Compensation Committee are held prior to the annual general meeting of shareholders convened following the

end of each fiscal year. Special meetings may be convened from time to time as necessary. Resolutions of the Human Resources and Compensation Committee require the attendance of a majority of its members and the affirmative vote of a majority of the

members present.

Compensation

The aggregate

compensation, consisting of salaries, defined benefit plan benefits and share-based payments, to our directors, including directors who also held executive officer positions with us, was approximately W 7 billion in 2025, W 4 billion in 2024 and W 7 billion in 2023.

The

compensation of our directors who received total annual compensation exceeding W 500 million in 2025 was as follows:

Name

Position

Composition of Total Compensation

Total

Compensation

Salary

Bonus

Gain from

Stock

Options

Exercised

Other

Earned

Income

Severance

(in millions of Won)

Nohjung Kwak

Chief Executive Officer and President

W

1,540

W

2,695

—

W

4

—

W

4,239

(1)

Hyun Ahn

President

W

750

W

1,214

—

W

88

—

W

2,052

(1)

(1)

Does not include stock options. See “— Stock Options” below.

(2)

Does not include stock options. See “— Stock Options” below.

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The maximum amount of the aggregate remuneration for our directors is determined by shareholder

resolution. The aggregate of the remuneration paid and in-kind benefits granted to our executive officers (excluding all executive directors, who also serve as our executive officers) during the year ended

December 31, 2025 totaled approximately W 183 billion.

The compensation of the five individuals who received the highest compensation among those who received total annual compensation exceeding W 500 million in 2025 was as follows:

Name

Position

Composition of Total Compensation

Total

Compensation

Salary

Bonus

Gain from

Stock

Options

Exercised

Other

Earned

Income

Severance

(in millions of Won)

Jung-Ho Park

Management Advisor

W

1,840

W

7,770

—

—

—

W

9,610

Tae Won Chey

Chairman

3,500

1,250

—

—

—

4,750

Nohjung Kwak

Chief Executive Officer and President

1,540

2,695

—

4

—

4,239

(1)

Ju Seon Kim

President

825

2,005

—

—

—

2,830

(2)

Dong-Sub Kim

Management Advisor

660

1,400

648

22

—

2,730

(3)

(1)

Does not include stock options. See “— Stock Options” below.

(2)

Does not include stock options. See “— Stock Options” below.

(3)

Does not include stock options. See “— Stock Options” below.

We operate two short-term performance-based bonus plans. The “Target Incentive” plan rewards employees for their individual performance

against established key performance indicators, with final payouts also reflecting the company’s overall performance. The “Value Incentive” plan is linked to our broader financial results, such as operating profit, and is designed

to reflect overall corporate performance and value creation.

As of the date of this prospectus, there were no outstanding transactions other than

in the ordinary course of business undertaken by us in which our directors or executive officers were interested parties. As of the date of this prospectus, there were no loans granted by us to any of our directors and executive officers.

Equity-based Compensation

Stock Options

We believe that the use of stock options is an important element of our strategy to maintain a highly motivated management team and to align the

interests of senior management with those of our shareholders. Under Korean law, subject to certain exceptions, we may by special resolution of the shareholders grant stock options to our officers and employees who have contributed or are expected

to contribute to our management and technical innovation, up to an aggregate of 15% of the total number of our then-issued shares. Stock options to officers and employees other than directors may also be granted pursuant to a resolution of the Board

in an amount not exceeding the upper limit provided in the applicable laws, which is within 10% of our total number of then-issued shares. In such case, we are required to obtain the approval for the granting of stock options by the first general

meeting of the shareholders that is convened after such granting of stock options.

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The following table summarizes the exercisable stock options granted to our current and former

directors and executive officers as of the date of this prospectus:

Recipient

Position

Grant date (1)

Exercise period

Exercise price

(per share)

Number of

shares deliverable

From

To

Nohjung Kwak

Chief Executive Officer

March 20, 2020

March 21, 2023

March 20, 2027

86,548

5,199

Hyun Ahn

Head of Development

March 20, 2020

March 21, 2023

March 20, 2027

86,548

5,199

March 30, 2022

March 31, 2024

March 30, 2027

124,220

7,683

Dong-Sub Kim

Former Head of Communication and External Affairs

March 20, 2020

March 21, 2023

March 20, 2027

86,548

7,799

March 30, 2022

March 31, 2024

March 30, 2027

124,220

9,507

Seong-Han Kim

Vice President, Corporate Culture

March 30, 2022

March 31, 2024

March 30, 2027

124,220

4,610

Young-Sik Kim

Former Head of Production

March 30, 2022

March 31, 2024

March 30, 2027

124,220

5,185

Woo Hyun Kim

Head of Finance and Chief Financial Officer

March 30, 2022

March 31, 2024

March 30, 2027

124,220

4,610

Youn-Wook Kim

Former Vice President, Communication and External Affairs

March 30, 2022

March 31, 2024

March 30, 2027

124,220

5,278

Jong Hwan Kim

Head of DRAM Development

March 30, 2022

March 31, 2024

March 30, 2027

124,220

3,977

Ju Seon Kim

Head of AI Infra

March 30, 2022

March 31, 2024

March 30, 2027

124,220

4,610

Choonhwan Kim

Head of Global Infra

March 30, 2022

March 31, 2024

March 30, 2027

124,220

4,148

Jong-won Noh

Former Head of America Business Task Force

March 20, 2020

March 21, 2023

March 20, 2027

86,548

5,199

March 30, 2022

March 31, 2024

March 30, 2027

124,220

11,525

Kyoung Park

Vice President, AI Infra

March 30, 2022

March 31, 2024

March 30, 2027

124,220

4,148

Jung-Sik Park

Former Head of Quality and Reliability Assurance

March 20, 2020

March 21, 2023

March 20, 2027

86,548

3,466

Hyunjong Song

Head of Corporate Center

March 30, 2022

March 31, 2024

March 30, 2027

124,220

6,199

Sang-Kyu Shin

Vice President, Corporate Culture

March 30, 2022

March 31, 2024

March 30, 2027

124,220

5,185

Kang-Wook Lee

Vice President, Package and Test

March 30, 2022

March 31, 2024

March 30, 2027

124,220

2,535

Byoungki Lee

Head of Global Production

March 30, 2022

March 31, 2024

March 30, 2027

124,220

3,073

Sangrak Lee

Head of Global Sales

March 30, 2022

March 31, 2024

March 30, 2027

124,220

4,610

Sang-Hwa Lee

Former Vice President, Manufacturing and Technology

March 30, 2022

March 31, 2024

March 30, 2027

124,220

2,300

Joo-Hwan Cho

Vice President, DRAM Development

March 30, 2022

March 31, 2024

March 30, 2027

124,220

3,073

Il-Sup Jin

Former Vice President, Research and Development

March 30, 2022

March 31, 2024

March 30, 2027

124,220

1,500

Seon Yong Cha

Executive Director, President and Head of Research and Development

March 20, 2020

March 21, 2023

March 20, 2027

86,548

5,199

March 30, 2022

March 31, 2024

March 30, 2027

124,220

7,683

Joon Choi

Vice President, AI Infra

March 30, 2022

March 31, 2024

March 30, 2027

124,220

5,185

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Stock Grant Program

Pursuant to applicable resolutions of the Board, we have been granting portions of our employees’ performance-based remuneration and independent

directors’ remuneration in the form of shares using our treasury shares. In 2026, 2025 and 2023, we also operated the “Shareholder Participation Program,” under which we granted treasury shares equal to a portion of a participating

employee’s bonus.

In 2026 to date, we have granted a total of 410,807 treasury shares to 12,064 executive officers and employees, and 265

treasury shares to six independent directors, in multiple rounds.

In 2025, we granted a total of 1,436,442 treasury shares to 49,566 executive

officers and employees, and 1,568 treasury shares to five independent directors, in multiple rounds.

In 2024, we granted a total of 477,069

treasury shares to 31,752 executive officers and employees, and 1,927 treasury shares to six independent directors, in multiple rounds.

In 2023, we

granted a total of 484,197 treasury shares to 5,605 executive officers and employees, and 3,412 treasury shares to seven independent directors, in multiple rounds.

Stock Appreciation Rights (“SARs”) Program

Since 2023, we have been granting SARs to certain of our executive officers and employees. Each SAR corresponds to a virtual number of shares, with

the cash difference between the grant price and the market price payable one year from the grant date. The rights are subject to a service-based vesting condition requiring the participant to be in active employment at the time of payout. SARs are

scheduled to be settled in two separate installments. In 2026 to date, we have not granted any SARs to our executive officers and employees. In 2025, we granted a total of 9,779 SARs to 252 executive officers and employees. In 2024, we

granted a total of 11,785 SARs to 257 executive officers and employees. In 2023, we granted a total of 22,633 SARs to 252 executive officers and employees.

Performance Shared Unit (“PSU”) Program

Since 2023, pursuant to applicable resolutions of our Human Resources and Compensation Committee, we have been granting PSUs to certain of our executive

officers and employees. Each year, we grant a number of PSUs corresponding to a fixed percentage of the grantee’s annual salary, with grantees able to elect either an annual or quarterly grant calculation cycle. After a three-year vesting

period, the PSUs settle in cash or our common shares based on the achievement of performance targets tied to our absolute share price appreciation, as adjusted for our relative share price performance against the KOSPI 200 Index. In the case of

exceptional performance, grantees may receive additional shares of up to 100% of the number of shares initially subject to the PSU award. If the grantee’s employment with us is terminated within two years of January 1 of the year the PSUs

were granted, the PSUs are forfeited. In each of 2026 to date and 2025, we did not grant any PSUs to our executive officers and employees. In 2024, we granted a total of 129,162 PSUs to 259 executive officers and employees. In 2023, we

granted a total of 218,166 PSUs to 234 executive officers and employees.

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Share Ownership

The following table sets forth the share ownership by our directors and senior management as of the date of this prospectus:

Name

Position

Number of

Shares Owned

Percentage

of Total

Shares

Outstanding

Special

Voting

Rights

Stock

Options

Directors:

Nohjung Kwak

Executive Director, Chief Executive Officer and President

14,312

*

None

5,199

Seon Yong Cha

Executive Director, President and Head of Research and Development

6,834

*

None

12,882

Yong Ho Jang

Non-executive Director

—

*

None

—

Jung Kyu Kim

Non-executive Director

—

*

None

—

Deog Kyoon Jeong

Independent Director

1,028

*

None

—

Zeong Won Kim

Independent Director

1,028

*

None

—

Donghoon Yang

Independent Director

612

*

None

—

Hyun Chul Sohn

Independent Director

612

*

None

—

Seung Beom Koh

Independent Director

65

*

None

—

Gahng Gook Choi

Independent Director

40

*

None

—

Senior Management:

Tae Won Chey

Chairman

—

*

None

—

Ju Seon Kim

Head of AI Infra

2,881

*

None

4,610

Hyunjong Song

Head of Corporate Center

2,315

*

None

6,199

Sung Jin Yeum

Head of Communication

—

*

None

—

Hyun Ahn

Head of Development

8,319

*

None

12,882

Sangrak Lee

Head of Global Sales

2,101

*

None

4,610

Jong Hwan Kim

Head of DRAM Development

1,868

*

None

3,977

Woo Pyo Jeong

Head of NAND Development

512

*

None

—

Chun Sung Kim

Head of Solution Development

1,695

*

None

—

Byoungki Lee

Head of Global Production

3,773

*

None

3,073

Jaesoon Kwon

Head of Manufacturing and Technology

1,273

*

None

—

Woojin Choi

Head of Package and Test

2,215

*

None

—

Choonhwan Kim

Head of Global Infra

3,148

*

None

4,148

Donggyu Kim

Head of Corporate Strategy and Planning

1,315

*

None

—

Woo Hyun Kim

Head of Finance and Chief Financial Officer

3,042

*

None

4,610

Youjong Kang

Head of Procurement

1,163

*

None

—

Jin Soo Kang

Head of Growth Strategy

1,263

*

None

—

Bogun Jin

Head of Corporate Culture

1,254

*

None

—

Jung San Choi

Head of Global Quality and Reliability Assurance

180

*

None

—

Seungyong Doh

Head of Digital Transformation

1,505

*

None

—

Sunggon Jin

Head of Infra Tech. Center

679

*

None

—

Dong Hui Son

Principal Accounting Officer

232

*

None

—

Hyung Mo Yang

Head of Financial Management

1,583

*

None

—

Seonghwan Park

Head of Investor Relations

711

*

None

—

Total

67,558

*

62,190

*

Less than 1%.

See “— Compensation” for information regarding the exercisable stock options granted to our directors and executive officers.

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Code of Ethics

We have a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, senior accounting officers and employees. We also have an

internal control and disclosure policy designed to promote full, fair, accurate, timely and understandable disclosure in all of our reports and publicly filed documents. A copy of our code of ethics is available on our website at www.skhynix.com. If

we amend the provisions of our code of ethics that apply to our Chief Executive Officer, Chief Financial Officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our

website. We intend to disclose any amendments to or waivers of our code of ethics on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq.

Foreign Private Issuer Status

The Nasdaq listing rules

include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance

standards of the Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the Korean corporate governance practices we do follow in lieu of the relevant Nasdaq

corporate governance standard. The following is a summary of the significant differences between the Nasdaq’s corporate governance standards and those that we follow under Korean law.

Nasdaq Corporate Governance Standards

Our Corporate Governance Practice

Director Independence

Nasdaq Stock Market Listing Rules 5605(b)(1) and (2) require that a majority of the board of directors must be comprised of

independent directors and that independent directors must have regularly scheduled meetings at which only independent directors are present.

Of the ten members of the Board, six are independent directors. Several business days prior to the meeting of the board of directors, our independent directors meet separately from the full Board.

Executive Session

Nasdaq Stock Market Listing Rule 5605(b)(2) requires that independent directors must have regularly scheduled meetings at which

only independent directors are present.

We operate an independent directors’ committee comprised solely of independent directors, and such committee generally holds meetings once every month. In addition, our Audit Committee, which is comprised solely of four

independent directors, generally holds meetings once every month.

Compensation Committee and Independent Director Nomination Committee

Nasdaq Stock Market Listing Rule 5605(d) requires that compensation of executive officers must be determined by, or recommended

to, the board of directors for determination, either by a majority of the independent directors, or a compensation committee comprised solely of independent directors. The compensation committee must have a charter that addresses the

responsibilities of the committee and reassess the adequacy of the charter on an annual basis. Nasdaq Stock Market Listing Rule 5605(e) requires that director nominees be selected, or recommended for selection, either by a majority of the

independent directors or a nomination committee comprised solely of independent directors.

We maintain a Human Resources and Compensation Committee comprised of one non-independent director and three independent directors, and an Independent Director Candidate Nomination Committee comprised solely of three independent

directors.

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Nasdaq Corporate Governance Standards

Our Corporate Governance Practice

Audit Committee

Nasdaq Stock Market Listing Rule 5605(c) requires that listed companies must have an audit committee that is comprised of at least

three directors and satisfies the independence and other requirements of Rule 10A-3 under the Exchange Act. All members must be independent. The audit committee must have a charter that addresses the

responsibilities of the committee and reassess the adequacy of the charter on an annual basis.

We currently maintain an audit committee comprised solely of four independent directors who meet the applicable independence criteria set forth under Rule 10A-3 of the Exchange Act.

Shareholder Approval of Equity Compensation Plan

Nasdaq Stock Market Listing Rule 5635(c) requires shareholder approval prior to the issuance of securities when a stock option or

purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain

exceptions.

We currently have four equity compensation plans or programs: a stock option program, a stock grant program, a SARs program and a PSU program. See “Management — Equity-based Compensation.” We manage such

compensation plans and programs in compliance with applicable laws, provided that, under certain circumstances, the grant of equity compensation or matters relating to the foregoing equity compensation programs are not subject to shareholders’

approval under Korean law.

Shareholder Approval of Equity Offerings

Nasdaq Stock Market Listing Rule 5635(d) requires shareholder approval prior to issuing or selling securities (or securities

convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or sale.

Pursuant to the KCC and the FSCMA, our shareholders are generally entitled to preemptive rights with respect to the issuance of new shares. Exceptions include public offerings as prescribed in the FSCMA and allotments to third

parties in cases necessary for the achievement of a business purpose, such as the introduction of new technology and the improvement of our financial condition.

Charters

Nasdaq Stock Market Listing Rules 5605(c)(1), (d)(1) and (e)(2) require that each of the audit committee, compensation committee

and the independent director nomination committee must have a formal written charter.

Each of our Audit Committee, Human Resources and Compensation Committee and the Independent Director Candidate Nomination Committee has adopted a formal written charter, and such charters are available on our website at

www.skhynix.com.

Code of Business Conduct and Ethics

Each company shall adopt a code of conduct applicable to all directors, officers and employees, which shall be publicly available.

Any waivers of the code for directors or executive officers must be approved by the board or a board committee.

We have a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, senior accounting officers and employees, and such code is also available on our website at www.skhynix.com .

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PRINCIPAL SHAREHOLDERS

The following table sets forth certain information relating to our shareholder composition as of the date of this prospectus (except as set forth

below), which is the most recent practicable date as to which we have information available.

Shareholder

Number of Common Shares

Ownership Percentage

SK square (1)

146,100,000

20.50

%

National Pension Service (2)

57,439,774

8.06

Capital Research and Management Company (3)

25,149,374

3.53

BlackRock Inc. (4)

36,407,157

5.11

Others (5)

445,979,195

62.58

Treasury shares (6)

1,626,865

0.23

Total issued common shares

712,702,365

100.00

%

(1)

SK square is a member company of the SK Group, as determined by the Korea Fair Trade Commission. Founded in the early

1950s as a textile manufacturer, the SK Group has evolved into a major business group with interests in various industries including energy, chemical, telecommunications, information and technology, construction, engineering, trading and leisure.

Each year, the Korea Fair Trade Commission identifies major business groups in Korea that are subject to regulation by such commission. See “Risk Factors — Related party transactions that we engage in are subject to scrutiny by the Korea

Fair Trade Commission and the Korean tax authorities.” The Korea Fair Trade Commission has determined the SK Group to be a major business group and Mr. Tae Won Chey as the person controlling the SK Group.

As of March 31, 2026, Mr. Chey held 17.90% of SK Inc., the holding company of the SK Group, which is listed on the KRX KOSPI Market. Mr. Chey serves as a

representative director and chairman of SK Inc. As of March 31, 2026, SK Inc. held 32.14% of SK square, which is also listed on the KRX KOSPI Market, and SK square held 20.50% of us. The Chief Executive Officer of SK square, Mr. Jung Kyu Kim, serves

as our non-executive director. Pursuant to the Monopoly Regulation and Fair Trade Act, SK square is required to maintain ownership of at least 20% of our issued shares. See “Korean Foreign Exchange Controls and Securities Regulations —

Holding Company Regulations.” The Korea Fair Trade Commission has determined us to be a member company of the SK Group, as it has deemed that the above affiliates of the SK Group exercise controlling influence over us.

(2)

Information as of December 31, 2025.

(3)

Information as of May 29, 2026.

(4)

Information as of February 10, 2026.

(5)

Information as of June 29, 2026.

(6)

Information as of June 29, 2026.

Except as described above, no other person or entity known by us to be acting in concert, directly or indirectly, jointly or severally, owned 5% or more

of our issued common shares or exercised control or could exercise control over us as of the date of this prospectus.

As of July 3, 2026,

696,690,159 common shares representing 98.0% of our outstanding capital stock (not including treasury shares) were publicly traded on the KRX KOSPI Market. As of such date, 14,385,341 common shares representing 2.0% of our outstanding capital stock

(not including treasury shares) were also listed on the Luxembourg Stock Exchange under the symbol “HYNSE” in the form of global depositary receipts evidencing global depositary shares, with each global depositary share representing one

common share.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

From time to time, we have issued guarantees in favor of affiliated and related companies, and we have also engaged in various transactions with our

related parties. We believe that we have conducted our transactions with related parties as we would in comparable arm’s-length transactions with a

non-related party, on a basis substantially as favorable to us as would be obtainable in such transactions. In addition, some of our directors, corporate auditors and executive officers concurrently serve in

senior positions at certain of our affiliates with which we have ordinary course business agreements and engage in ordinary course business transactions. See “Management.”

Under the KCC, in the event we enter into a transaction with any of our directors, major shareholders or certain related parties of such directors or

major shareholders, (i) material terms about the transaction shall be disclosed to the Board and (ii) the transaction must be approved by the Board (by the affirmative vote of two-thirds or more of

the directors).

In addition, in the event that we enter into any of the following transactions with our specially-related parties such as our

affiliates where the transaction value (in case of the fourth item below, the aggregate amount incurred over a fiscal quarter) exceeds

(i) W 10 billion or (ii) 5% of the greater of our total equity or paid-in capital or, if

less than W 500 million, W 500 million,

we are required to (i) obtain approval from the Board and (ii) disclose such transaction pursuant to the Monopoly Regulation and Fair Trade Act.

•

providing funds for or dealing with provisional payments or loan payments;

•

providing or dealing with securities such as stocks or corporate bonds;

•

providing or dealing with assets such as real estate or intangible assets; and

•

providing services or products for or dealing with certain affiliates which satisfy the requirements under the Enforcement

Decree of the Monopoly Regulation and Fair Trade Act, as a counterpart or on behalf of such affiliate.

A summary of our material

transactions with our related parties from January 1, 2023 and up to the date of this prospectus is set forth below.

Transactions with SK ecoplant Co.,

Ltd.

Our transactions with SK ecoplant Co., Ltd. (“SK ecoplant” and formerly SK Engineering & Construction Co., Ltd.)

consist primarily of SK ecoplant’s construction of facilities and our acquisition of such assets. SK ecoplant is a subsidiary of SK Inc. and a leading construction company in Korea. Our acquisition of assets from SK ecoplant amounted to W 986 billion in the first quarter of 2026 and

W 292 billion in the first quarter of 2025, and

W 4,708 billion in 2025,

W 1,068 billion in 2024 and

W 465 billion in 2023.

Transactions with ESSENCORE

Limited

Our transactions with ESSENCORE Limited (“ESSENCORE”) consist primarily of sales of our NAND flash memory products.

ESSENCORE is a subsidiary of SK Inc. Operating revenues and others received from ESSENCORE amounted to W 1,550 billion in the first quarter of

2026 and W 347 billion in the first quarter of 2025, and

W 2,726 billion in 2025,

W 644 billion in 2024 and

W 754 billion in 2023.

Transactions with HITECH

Semiconductor

Our transactions with HITECH Semiconductor consist primarily of provision by HITECH Semiconductor of back-end processing services for our products. HITECH Semiconductor is a provider

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of integrated circuit packaging and testing services for semiconductors and was established in November 2009 as a joint venture between us and Wuxi Taiji Industry. As of March 31, 2026, we

held a 45.0% interest in HITECH Semiconductor. Operating expenses and others paid to HITECH Semiconductor amounted to W 217 billion in the first

quarter of 2026 and W 178 billion in the first quarter of 2025, and

W 789 billion in 2025, W 697 billion

in 2024 and W 712 billion in 2023.

Transactions

with Clean Industrial REIT Co., Ltd.

Our transactions with Clean Industrial REIT Co., Ltd., a subsidiary of SK REIT Co., Ltd., consist primarily

of our sale of our wastewater management facility located in Icheon, Korea, to Clean Industrial REIT Co., Ltd. in September 2023 for

W 1,120 billion and the following leaseback of the facility. SK REIT Co., Ltd. principally engages in the real estate investment trusts

business.

Transactions with PRISM Energy International Pte. Ltd.

Our transactions with PRISM Energy International Pte. Ltd., a subsidiary of SK E&S Co., Ltd., consist primarily of sales by PRISM Energy

International Pte. Ltd. of liquified natural gas. Operating expenses and others paid to PRISM Energy International Pte. Ltd. amounted to W 173

billion in the first quarter of 2026 and W 818 billion in 2025.

There are no outstanding loans made by us to or for the benefit of any of our related parties, except that we have provided a payment guarantee for RMB

701 million to Wuxi Xinfa Group Co., Ltd. for the benefit of Hystars Semiconductor (Wuxi) Co., Ltd., our joint venture. For further information relating to our transactions with related parties, see Note 31 of the notes to the Audited Financial

Statements and Note 28 of the notes to the Interim Financial Statements.

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DESCRIPTION OF ARTICLES OF INCORPORATION AND CAPITAL STOCK

This section provides information relating to our capital stock, including brief summaries of material provisions of our articles of incorporation, the

FSCMA, the KCC and related laws of Korea, all as currently in effect. The following summaries are subject to, and are qualified in their entirety by reference to, our articles of incorporation and the applicable provisions of the FSCMA and the KCC.

We have filed a copy of our articles of incorporation as an exhibit to our Form F-1.

General

The name of our company is SK hynix Inc. We are registered under the laws of Korea under the commercial registry number of 134411-0001387. As specified

in Article 2 of our articles of incorporation, our corporate purpose is to engage in the manufacture and sale of semiconductor devices and related businesses. To achieve this purpose, we are engaged in the following business activities:

•

manufacture and sale of semiconductor devices;

•

manufacture, assembly and sale of machinery, apparatus and equipment utilizing the characteristics of electronic motion

through semiconductor devices and other similar products, and the manufacture, assembly and sale of parts and materials used therein;

•

development and leasing of software for computer utilization;

•

manufacture, sale, leasing and provision of related services for electronic and electrical equipment, telecommunications

machinery and apparatus, and components thereof;

•

manufacture of machinery parts and molds;

•

technical research and provision of services on a contract basis;

•

leasing of electronic and electrical machinery and apparatus;

•

manufacture, sale, leasing and provision of services for equipment related to special communications (including satellite

communications) and broadcasting;

•

information services;

•

publishing;

•

trading;

•

sale and leasing of real estate;

•

power generation;

•

construction;

•

manufacture of electron tubes;

•

warehousing;

•

operation of parking facilities;

•

satellite communications business;

•

leasing of telecommunications line facilities;

•

electronic commerce and internet-related business;

•

any business incidental or related to the foregoing items, and investments therein; and

•

lifelong education and operation of lifelong education facilities.

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Currently, our authorized capital stock consists of 9,000,000,000 shares. Each share has a par

value of W 5,000. We are authorized to issue registered common shares and registered class shares (together, the “shares”). The class

shares may consist of non-voting dividend-preference shares, convertible shares, redeemable shares or shares combining all or any portion of the foregoing features. We may issue each of non-voting dividend-preference shares, convertible shares and redeemable shares in a number up to 25% of the total number of our issued Shares. As of July 3, 2026, 712,702,365 common shares were issued, and no

class shares were issued.

Board of Directors

Meetings of the Board may be convened by the chairperson of the Board elected by the Board, or by another director as otherwise determined by the Board.

When convening a meeting, notice must be given to each director in writing or orally no later than the day before the meeting date; provided, however, that if all directors consent, a meeting may be held at any time without such notice.

Resolutions of the Board must be adopted in the presence of a majority of the directors then in office and by the affirmative vote of a majority of the

directors present. Notwithstanding the foregoing, matters relating to the prohibition on usurpation of corporate opportunities and self-dealing, as prescribed under the KCC, require the affirmative vote of at least

two-thirds of the directors then in office. Any director who has a special interest in a resolution cannot exercise voting rights with respect to such resolution.

Directors are elected at general meetings of shareholders. The election of directors requires the affirmative vote of a majority of the voting rights of

the shareholders present, with a quorum of at least one-fourth of the total number of issued shares. At the annual general meeting of shareholders held in March 2026, our articles of incorporation were amended

to remove the provision excluding cumulative voting for the election of directors. As a result, cumulative voting under the KCC now applies to director elections. Specifically, when two or more directors are to be appointed at a general meeting of

shareholders, shareholders holding at least 1% of the total issued shares (excluding non-voting shares) may request the use of cumulative voting.

The term of office of each director expires at the close of the third annual general meeting of shareholders convened after such director’s

appointment.

Dividends

We distribute dividends to our

shareholders in proportion to the number of shares owned by each shareholder. Our common shares represented by the ADSs have the same dividend rights as other outstanding common shares. For a detailed discussion of our dividend policy, see

“Dividends and Dividend Policy.”

Distribution of Free Shares

In addition to paying dividends in shares out of our retained or current earnings, we may also distribute to our shareholders an amount transferred from

our capital surplus or earned surplus reserve to our stated capital in the form of free shares. We must distribute such free shares to all of our shareholders in proportion to their existing shareholdings.

Issuance of Additional Shares

We may issue new shares in the

following manners: (i) by granting existing shareholders the opportunity to subscribe for new shares in proportion to the number of shares they hold; (ii) within a

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limit not exceeding 30% of the total number of our issued shares, by granting specific persons (including existing shareholders) the opportunity to subscribe for new shares, when necessary to

achieve our managerial purposes, such as the introduction of new technology or improvement of our financial structure; and (iii) within a limit not exceeding 30% of the total number of our issued shares, by granting an unspecified number of

persons (including existing shareholders) the opportunity to subscribe for new shares and allocating such new shares to the subscribers accordingly.

Issuances pursuant to item (ii) above include, without limitation: (1) issuances of new shares in connection with the issuance of depositary

receipts pursuant to the FSCMA; (2) issuances of new shares to domestic or foreign financial institutions, affiliated entities, strategic investors or foreign investors for financing, technology introduction or other managerial needs;

(3) issuances of new shares in consideration for contributions in kind; and (4) issuances of new shares to persons prescribed by the Presidential Decree of the FSCMA where necessary for our managerial purposes.

In the case of issuances pursuant to item (iii) above, the Board must, by resolution, allocate the new shares by one of the following methods:

(1) allocating new shares to an unspecified number of subscribers without classifying the types of persons afforded the opportunity to subscribe; (2) allocating new shares to members of our employee stock ownership association in

accordance with applicable laws and regulations, and granting an opportunity to subscribe for the remaining unsubscribed shares to an unspecified number of persons; (3) granting shareholders a preemptive right to subscribe for new shares and,

if any shares remain unsubscribed, granting an opportunity to an unspecified number of persons to be allocated such shares; or (4) granting an opportunity to subscribe for new shares to a specified category of persons based on reasonable

standards prescribed by applicable laws and regulations, such as demand forecasts prepared by an investment dealer or investment broker acting as underwriter or placement agent.

The type and number of shares to be issued, the issue price, and other terms and conditions of issuance must be determined by a resolution of the Board.

In the case of allocations under items (ii) or (iii) above, we must, no later than two weeks prior to the payment date, notify or publicly announce to shareholders the class and number of the new shares, the issue price and payment date, and

the method of subscription for the new shares; provided that such notice or public announcement may be substituted by filing a material event report with the FSC and the Korea Exchange.

The subscription rights described in this section will not apply to this offering.

Stock Options

We may, pursuant to a special resolution

of the general meeting of shareholders, which must be adopted by the affirmative vote of at least two-thirds of the voting rights of the shareholders present and must also represent at least one-third of the affirmative vote of the total number of voting shares then issued, grant stock options to our officers or employees who have contributed or may contribute to our incorporation, management, overseas

business or technological innovation, within a limit not exceeding 15% of the total number of our issued shares; provided that within a limit not exceeding 10% of the total number of our issued shares, the Board may resolve to grant stock options,

in which case such grant must be approved at the first general meeting of shareholders convened after the grant.

The number of officers and

employees to whom stock options may be granted cannot exceed 30% of the officers and employees in service, and the number of shares underlying stock options granted to any single officer or employee cannot exceed 1% of the total number of our issued

shares.

Stock options may be exercised during the period beginning on a date no earlier than the second anniversary of the resolution approving

their grant and ending no later than the fifth anniversary of the

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exercise commencement date specified in such resolution. The exercise price of stock options must be at least: (i) where newly issued shares are delivered upon exercise, the greater of the

fair market value of the relevant shares as of the grant date or W 5,000 (par value); and (ii) in all other cases, the fair market value as

of the grant date. Shares to be delivered upon exercise of stock options must be either common shares or class shares, as determined at the time of the resolution approving the grant of the stock options.

We may cancel the grant of stock options by a resolution of the Board if: (i) after the grant, the relevant officer or employee voluntarily resigns

or retires; (ii) the relevant officer or employee, through intent or negligence, causes material damage to us; or (iii) any other cancelation event specified in the applicable stock option grant agreement occurs.

General Meeting of Shareholders

We convene annual general

meetings of shareholders within three months after the end of each fiscal year, and extraordinary general meetings of shareholders from time to time as necessary pursuant to resolutions of the Board. General meetings of shareholders are convened in

Icheon, where our principal executive offices are located, or within Seoul.

When convening a general meeting of shareholders, we notify each

shareholder in writing or by electronic document of the date, time, place and agenda of the meeting at least two weeks prior to the meeting date; provided that, in lieu of such written or electronic notice to shareholders who own not more than 1% of

the total number of issued voting shares, we may give notice by public announcement published at least twice in the Korea Economic Daily and Maeil Business Newspaper, or by public notice through the electronic disclosure system operated by the

Financial Supervisory Service (the “FSS”) or the Korea Exchange.

According to the KCC, when we convene a general meeting of

shareholders for the election of directors or auditors, we must include in the notice or public announcement the candidate’s name, resume, nominator, the candidate’s relationship with the largest shareholder, the details of any

transactions between the candidate and us during the most recent three years, whether the candidate has been subject to a delinquency disposition under the National Tax Collection Act of Korea or the Local Tax Collection Act of Korea during the last

five years as of the date of the general meeting of shareholders, whether the company where the candidate served as an executive officer has been subject to rehabilitation or bankruptcy proceedings under the Debtor Rehabilitation and Bankruptcy Act

of Korea as of the date of the general meeting of shareholders, and whether the candidate has any grounds for disqualification as an independent director or auditor, including statutory or regulatory employment restrictions, and we may elect only

from among candidates who have been so notified or publicly announced.

Voting Rights

Holders of our common shares are entitled to one vote for each common share, except that voting rights of common shares held by us (including treasury

shares and shares held by bank trust funds controlled by us), or by a corporate shareholder in which we own more than 10.0% equity interest, either directly or indirectly, may not be exercised.

Resolutions of a general meeting of shareholders must be adopted by the affirmative vote of a majority of the voting rights of the shareholders present,

and such affirmative votes must also represent at least one-fourth of the total number of voting shares then issued. However, under the KCC and our articles of incorporation, the following matters, among

others, require approval by the special resolution (which must be adopted by the affirmative vote of at least two-thirds of the voting rights of

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the shareholders present and must also represent at least one-third of the affirmative vote of the total number of voting shares then issued) of the

general meeting of shareholders:

•

amending our articles of incorporation;

•

removing a director;

•

granting stock options;

•

transferring the whole or any significant part of our business;

•

effecting our acquisition of all of the business of any other company or a part of the business of any other company having

a material effect on our business;

•

reducing our capital;

•

effecting any dissolution, merger or consolidation of us; or

•

issuing any new shares at a price lower than their par value.

A shareholder may exercise voting rights by proxy, and the proxy must submit a document evidencing its authority before the opening of the general

meeting of shareholders.

A shareholder holding two or more votes may exercise such voting rights separately without aggregating them, provided that

the shareholder notifies us in writing of its intention and the reasons therefore at least three days prior to the meeting date. We may refuse a request for split voting; provided, however, that we may not refuse such request where the shareholder

holds shares in trust or otherwise holds shares for the account of another person.

Holders of ADRs may exercise their voting rights through the

depositary, an agent of which is the record holder of the underlying common shares. Subject to the provisions of the deposit agreement, ADR holders are entitled to instruct the depositary how to vote our common shares underlying their ADSs.

Rights of Dissenting Shareholders

Under the FSCMA, in some

limited circumstances, including the transfer of all or a significant part of our business and our merger or consolidation with another company (with certain exceptions), dissenting shareholders (including holders

of non-voting shares) have the right to require us to purchase their shares. In order for a dissenting shareholder to be entitled to such right, the shares must have been acquired before the relevant

resolution of the Board was disclosed to the public or the legal action resulting in the acquisition of the shares must have been taken no later than the date immediately following the date on which the resolution was disclosed. To exercise this

right, dissenting shareholders must (i) submit to us a written notice of their intention to dissent prior to the general meeting of shareholders and (ii) request, in writing, that we purchase their shares within 20 days after the relevant

resolution is passed at the meeting, which request must specify the class and number of such shares. We are obliged to purchase the shares of such dissenting shareholders within one month after the expiration of

the 20-day period. Holders of ADSs will not be able to exercise dissenter’s rights unless they have withdrawn the underlying common shares and become our direct shareholders.

The purchase price for the shares is required to be determined through negotiation between the dissenting shareholders and us. If we cannot agree on a

price through negotiation, the purchase price will be the average of (1) the weighted average of the daily share prices on the KRX KOSPI Market for the two-month period before the date of the adoption of

the relevant board resolution, (2) the weighted average of the daily share price on the KRX KOSPI Market for the one month period before the date of the adoption of the relevant resolution and (3) the weighted average of the daily share

price on the

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KRX KOSPI Market for the one week period before the date of the adoption of the relevant resolution. However, a court may determine the purchase price if we or dissenting shareholders do not

accept the purchase price. If either we or the dissenting shareholders object to the purchase price determined in the manner described above, either party may petition the court to determine the purchase price.

Registry of Shareholders and Record Dates

Our transfer

agent, KEB Hana Bank, maintains the register of our shareholders at its office at Euljiro 35, Jung-gu, Seoul, Korea. The transfer agent records and registers transfers of shares onto the register of

shareholders.

The record date for annual dividends is determined by the Board with at least two weeks’ prior public notice. For the purpose

of determining shareholders entitled to any other rights pertaining to the shares, we may, with at least two weeks’ prior public notice, set a record date and/or close the registry of shareholders for not more than three months. The trading of

shares and the electronic transfer of our shares may continue while the registry of shareholders is closed.

Annual Report

At least one week before the annual general meeting of shareholders, we must make our business report and audited consolidated Korean IFRS financial

statements available for inspection at our principal office and at all of our branch offices. In addition, copies of business reports, the audited consolidated Korean IFRS financial statements and any resolutions adopted at the general meeting of

shareholders will be available to our shareholders.

We must file with the FSC and the Korea Exchange (1) an annual report within 90 days

after the end of our fiscal year, (2) a mid-year report within 45 days after the end of the first six months of our fiscal year and (3) quarterly reports within 45 days after the

end of the third month and the ninth month of our fiscal year. Copies of these reports are or will be available for public inspection at the FSC and the Korea Exchange.

Transfer of Shares

Under the KCC and the Act on Electronic

Registration of Stocks, Bonds, etc., the transfer of shares is effected by registration on the electronic registration ledger. However, to assert shareholders’ rights against us, the transferee must have his or her name and address registered

on our registry of shareholders, maintained by our transfer agent. A non-Korean shareholder may file a specimen signature in place of a seal, unless he is a citizen of a country with a sealing system similar

to that of Korea. In addition, a non-resident shareholder must appoint an agent authorized to receive notices on his or her behalf in Korea and file a mailing address in Korea. The above requirements do not

apply to the holders of ADSs. The Electronic Registration Act also provides that, with respect to the transfer of electronically registered shares, the effect of transfer will occur upon the completion of the electronic registration of such

transfer, and therefore, no entry of change will be required.

Under current Korean regulations, the Korea Securities Depository, foreign exchange

banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license and internationally recognized custodians may act as agents and provide related services for foreign

shareholders. Certain foreign exchange controls and securities regulations apply to the transfer of shares by non-residents or non-Korean citizens.

See “Korean Foreign Exchange Controls and Securities Regulations.”

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Acquisition of Shares by Us

We may acquire our own shares with the approval of the general meeting of shareholders, either through market purchases on a stock exchange or by

acquiring shares on uniform terms pro rata to the number of shares held by each shareholder (which does not apply to redeemable shares). However, the aggregate acquisition price must not exceed the amount obtained by subtracting the following from

the net assets shown on the balance sheet for the immediately preceding fiscal year: (i) the amount of stated capital; (ii) the aggregate amount of capital reserve and earned surplus reserve accumulated through that fiscal year;

(iii) the amount of earned surplus reserve to be appropriated for that fiscal year; and (iv) unrealized gains.

We may resell or transfer

any shares acquired by us to a third party pursuant to an approval by the Board. Corporate entities in which we own a 50.0% or more equity interest may not acquire our common shares, except in the following cases: (i) in connection with a share-for-share exchange, a share transfer, a merger involving us, or the acquisition of all of another company’s business; or (ii) when necessary to achieve the

purpose of exercising our rights.

Liquidation Rights

In

the event of our liquidation, assets remaining after payment of all debts, liquidation expenses and taxes will be distributed among shareholders in proportion to their shareholdings. Holders

of non-voting dividend-preference shares have no preference in liquidation.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

Citibank, N.A. has agreed to act as the depositary for the ADSs. Citibank, N.A.’s depositary offices are located at 388 Greenwich Street, New

York, New York 10013. ADSs represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as “American Depositary Receipts” or

“ADRs.” The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Korea Securities Depository, located at BIFC, 40, Munhyeongeumyung-ro, Nam-gu, Busan 48400, Korea.

We have appointed Citibank, N.A. as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a

Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC’s website (www.sec.gov). Please refer to Registration Number 333-297185 when retrieving such copy.

We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that

summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review

the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.

Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, one-tenth of a common share that is on deposit with the

depositary and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed

to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to change the ADS-to-common share ratio by amending the deposit agreement. This amendment may

give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property

does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will, under the terms of the deposit agreement, be vested in the beneficial owners of the ADSs. The

depositary, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs

may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs

(on behalf of the applicable ADS owners) only through the depositary, and the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon the terms of

the deposit agreement.

If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will

be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as an owner of ADSs and those of the depositary. As an ADS

holder, you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of common shares will continue to be governed by the laws of

Korea, which may be different from the laws of the United States.

In addition, applicable laws and regulations may require you to satisfy reporting

requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or

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any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatory approvals

under applicable laws and regulations.

As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct

shareholder rights. The depositary will hold on your behalf the shareholder rights attached to the common shares underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholders rights for the common shares represented by your

ADSs through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancelation of your ADSs and become

a direct shareholder.

The manner in which you own the ADSs (e.g., in a brokerage account vs. as registered holder, or as holder of certificated

vs. uncertificated ADSs) may affect your rights and obligations, and the manner in which, and the extent to which, the depositary’s services are made available to you. As an owner of ADSs, you may hold your ADSs either by means of an ADR

registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as

the “direct registration system” or “DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs

is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and DTC, the central book-entry clearing and settlement system for equity

securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as an ADS owner. Banks and brokers typically hold securities

such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any

questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name

and, as such, we will refer to you as the “holder.” When we refer to “you,” we assume the reader owns ADSs and will own ADSs at the relevant time.

The registration of the common shares in the name of the depositary or the custodian shall, to the maximum extent permitted by applicable law, vest in

the depositary or the custodian the record ownership in the applicable common shares, with the beneficial ownership rights and interests in such common shares being at all times vested with the beneficial owners of the ADSs representing the common

shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited

property.

Dividends and Distributions

As a holder of

ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs

will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.

Distributions of Cash

Whenever we make a cash distribution

for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds,

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the depositary will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to

the laws and regulations of Korea.

The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to

the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit

agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution

can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

Distributions of Shares

Whenever we make a free distribution

of common shares for the securities on deposit with the custodian, we will deposit the applicable number of common shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new

ADSs representing the common shares deposited or modify the ADS-to-common share ratio, in which case each ADS you hold will represent rights and interests in the additional common shares so deposited.

Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

The distribution of new ADSs or the modification of the ADS-to-common share ratio upon a distribution of common

shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new common

shares so distributed.

No such distribution of new ADSs will be made if it would violate a law ( e.g. , the U.S. securities laws) or if it is

not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the common shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of

a distribution of cash.

Distributions of Rights

Whenever we intend to distribute rights to subscribe for additional common shares, we will give prior notice to the depositary and we will assist the

depositary in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders.

The

depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and

if we provide to the depositary all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for

the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for new common shares other than in the form of ADSs.

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The depositary will not distribute the rights to you if:

•

We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you;

•

We fail to deliver reasonably satisfactory documents to the depositary; or

•

It is not lawful or reasonably practicable to distribute the rights.

The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such

sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

Whenever we intend to distribute a

dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we

will assist the depositary in determining whether such distribution is lawful and reasonably practicable.

The depositary will make the election

available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or

additional ADSs, in each case as described in the deposit agreement.

If the election is not made available to you, you will receive either cash or

additional ADSs, depending on what a shareholder in Korea would receive upon failing to make an election, as more fully described in the deposit agreement.

Other Distributions

Whenever we intend to distribute

property other than cash, common shares or rights to subscribe for additional common shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in

determining whether such distribution to holders is lawful and reasonably practicable.

If it is reasonably practicable to distribute such property

to you and if we provide to the depositary all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.

The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In

order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.

The depositary will not

distribute the property to you and will sell the property if:

•

we do not request that the property be distributed to you or if we request that the property not be distributed to you; or

•

we do not deliver reasonably satisfactory documents to the depositary; or

•

the depositary determines that all or a portion of the distribution to you is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

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Redemption

Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable and if

we provide to the depositary all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.

The custodian will be instructed to surrender the common shares being redeemed against payment of the applicable redemption price. The depositary will

convert into U.S. dollars upon the terms of the deposit agreement the redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of

their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata

basis, as the depositary may determine upon consultation with us.

Changes Affecting Common Shares

The common shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancelation, consolidation or any other reclassification of such common shares or a recapitalization, reorganization, merger, consolidation or sale of our assets.

If any such change were to occur, your ADSs would, to the extent permitted by law and the deposit agreement, represent the right to receive the property

received or exchanged in respect of the common shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that the depositary, in consultation with us, considers appropriate to reflect as to the ADSs the change affecting the common

shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Issuance of ADSs upon Deposit of Common Shares

Upon

completion of this offering, the common shares being offered pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs to the underwriters named in this

prospectus. After the completion of this offering, the common shares that are being offered for sale pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs

to the underwriters named in the prospectus.

After the closing of this offering, the depositary may create ADSs on your behalf if you or your

broker deposit common shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the common shares to the

custodian. Your ability to deposit common shares and receive ADSs may be limited by legal considerations in the United States and Korea applicable at the time of deposit. In addition, under the terms of the deposit agreement, the depositary is

required to obtain our prior consent to any such deposit if, after giving effect to such deposit, the total number of our common shares represented by ADSs exceeds the limits imposed by applicable laws and regulations or our articles of

incorporation, or otherwise exceeds a specified maximum that we may establish from time to time, subject to adjustment under certain circumstances. See “Risk Factors — If you surrender your ADSs in order to withdraw the underlying common

shares, you may not be allowed to deposit the common shares again to obtain ADSs.”

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The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that

all required approvals have been given and that the common shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.

When you make a deposit of common shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed

to represent and warrant that:

•

the common shares are duly authorized, validly issued, fully paid, non-assessable

and legally obtained;

•

all preemptive (and similar) rights, if any, with respect to such common shares have been validly waived or exercised;

•

you are duly authorized to deposit the common shares;

•

the common shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage,

pledge or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement);

•

you have obtained all necessary approvals from any applicable governmental agency in Korea, made all applicable filings

with any such governmental agency, and otherwise complied with all applicable laws of Korea and the rules and regulations of any such governmental agency to make such deposit; and

•

the common shares presented for deposit have not been stripped of, or limited from, any rights or entitlements.

If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take

any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination and Split Up of ADRs

As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to

surrender the ADRs to be transferred to the depositary and also must:

•

ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;

•

provide such proof of identity and genuineness of signatures as the depositary deems appropriate;

•

provide any transfer stamps required by the State of New York or the United States; and

•

pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms

of the deposit agreement, upon the transfer of ADRs.

To have your ADRs either combined or split up, you must surrender the ADRs

in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of

ADRs.

Withdrawal of Common Shares Upon cancelation of ADSs

As a holder, you will be entitled to present your ADSs to the depositary for cancelation and then receive the corresponding number of underlying common

shares at the custodian’s offices. Your ability

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to withdraw the common shares held in respect of the ADSs may be limited by legal considerations in the United States and Korea applicable at the time of withdrawal. In order to withdraw the

common shares represented by your ADSs, you will be required to pay to the depositary the fees for cancelation of ADSs and any charges and taxes payable upon the transfer of the common shares. You assume the risk for delivery of all funds and

securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

If you hold ADSs registered in your name,

the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the common shares represented by your ADSs

may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancelation that represent a whole number of securities on

deposit.

You will have the right to withdraw the securities represented by your ADSs at any time except as a result of:

•

temporary delays that may arise because (i) the transfer books for the common shares or ADSs are closed, or

(ii) common shares are immobilized on account of a shareholders’ meeting or a payment of dividends;

•

obligations to pay fees, taxes and similar charges; or

•

restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to

comply with mandatory provisions of law.

Voting Rights

As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the common shares

represented by your ADSs. The voting rights of holders of common shares are described in “Description of Articles of Incorporation and Capital Stock — Voting Rights.”

At our request, the depositary will distribute to you any notice of shareholders’ meeting received from us together with information explaining

how to instruct the depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the depositary may, with our written consent, distribute to holders of ADSs instructions on how to retrieve

such materials upon request.

If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities

(in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions.

Securities for which no voting

instructions have been received will not be voted (except as otherwise contemplated in the deposit agreement). Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations

and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner.

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Fees and Charges

As an ADS holder, you will be required to pay the following fees (some of which may be cumulative) under the terms of the deposit agreement:

Service

Fees

Issuance of ADSs (e.g., an issuance upon a deposit of common shares, upon a change in the ADS(s)-to-common share ratio, ADS conversions, or for any other reason), excluding ADS issuances as a result of distributions of common shares

Up to US$5.00 per 100 ADSs (or fraction thereof) issued

Cancelation of ADSs (e.g., a cancelation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-common share ratio, ADS conversions,

upon termination of the deposit agreement, or for any other reason)

Up to US$5.00 per 100 ADSs (or fraction thereof) canceled

Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)

Up to US$5.00 per 100 ADSs (or fraction thereof) held

Distribution of ADSs pursuant to (i) share dividends or other free share distributions, or (ii) an exercise of rights to purchase additional ADSs

Up to US$5.00 per 100 ADSs (or fraction thereof) held

Distribution of financial instruments, including, without limitation, securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares and contingent value rights)

Up to US$5.00 per 100 ADSs (or fraction thereof) held

ADS Services

Up to US$5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the depositary

Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)

Up to US$5.00 per 100 ADSs (or fraction thereof) transferred

Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the deposit agreement) into freely

transferable ADSs, and vice versa or conversion of ADSs for unsponsored American Depositary Shares (e.g., upon termination of the deposit agreement)).

Up to US$5.00 per 100 ADSs (or fraction thereof) converted

As an ADS holder, you will also be responsible to pay certain charges (some of which may be cumulative) such as:

•

taxes (including applicable interest and penalties) and other governmental charges;

•

the registration fees as may from time to time be in effect for the registration of common shares on the share register and

applicable to transfers of common shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;

•

certain cable, telex and facsimile transmission and delivery expenses;

•

the fees, expenses, spreads, taxes and other charges of the depositary and/or service providers (which may be a division,

branch or affiliate of the depositary) in the conversion of foreign currency;

•

the reasonable and customary out-of-pocket

expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to common shares, ADSs and ADRs;

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•

the fees, charges, costs and expenses incurred by the depositary, the custodian or any nominee in connection with the ADR

program; and

•

the amounts payable to the depositary by any party to the deposit agreement pursuant to any ancillary agreement to the

deposit agreement in respect of the ADR program, the ADSs and the ADRs.

ADS fees and charges for (i) the issuance of ADSs

and (ii) the cancelation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are canceled (in the case of ADS cancellations). In the case of ADSs issued by the depositary

into DTC, the ADS issuance and cancelation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being canceled,

as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the

time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from

the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be

deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC

participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of

ADS transfers, the ADS transfer fee will be payable by the ADS holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may entail the

cancelation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the applicable ADS issuance, cancelation, transfer and conversion fees will be payable by the holder whose ADSs are converted or by the person

to whom the converted ADSs are delivered.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit

agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder. Certain of the depositary fees and charges (such as the ADS services fee) may

become payable shortly after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes. The depositary

may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from

time to time. Any failure by us to timely pay any fees, charges and reimbursements of the depositary for which we are responsible pursuant to the deposit agreement, or any ancillary agreement between us and the depositary, may suspend the obligation

of the depositary to provide the services contemplated in the deposit agreement at our expense (including services being made available to you), and the depositary shall have no obligation to provide any such services made available at our expense

(including services being made available to you) unless and until we have made payment in full.

Amendments and Termination

We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days’ prior

notice of any modifications that would materially

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prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are

reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to

provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement

become effective. The deposit agreement cannot be amended to prevent you from withdrawing the common shares represented by your ADSs (except as permitted by law).

We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own

initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.

After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request

the cancelation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a

non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction

of applicable fees, taxes and expenses).

In connection with any termination of the deposit agreement, the depositary may make available to owners

of ADSs a means to withdraw the common shares represented by ADSs and to direct the depositary of such common shares into an unsponsored American depositary share program established by the depositary. The ability to receive unsponsored American

depositary shares upon termination of the deposit agreement would be subject to limitations of the laws of Korea, satisfaction of certain U.S. regulatory requirements applicable to the creation of unsponsored American depositary shares and the

payment of applicable depositary fees.

Books of Depositary

The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but

solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.

The

depositary will maintain in New York facilities to record and process the issuance, cancelation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not

prohibited by law.

Limitations on Obligations and Liabilities

The deposit agreement limits our obligations and the depositary’s obligations to you. Please note the following:

•

We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without

negligence or bad faith.

•

We and the depositary disclaim any liability for any failure to carry out voting instructions, for any manner in which a

vote is cast or for the effect of any vote, provided any such action or omission is in good faith and in accordance with the terms of the deposit agreement.

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•

We and the depositary disclaim any liability for any failure to determine the lawfulness or practicality of any action, for

the investment risks associated with investing in common shares, for any tax consequences that result from the ownership of ADSs, common shares or deposited property, for the credit-worthiness of any third party or for allowing any rights to lapse

under the terms of the deposit agreement. The depositary disclaims any liability for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the validity or worth of the common

shares, for any financial transaction entered into by any person in respect of the ADSs or any deposited property, for any transaction involving the ADSs or deposited property, for the timeliness of any of our notices or for our failure to give

notice.

•

We and the depositary disclaim any liability for any action or failure to act by any holder of ADSs relating to such

holder’s obligation under any laws of Korea or regulation relating to foreign investment in Korea in respect to a withdrawal or sale of shares, including without limitation, any failure to comply with a requirement to register such investment

prior to such withdrawal or any failure to report foreign exchange transactions.

•

We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit

agreement.

•

We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any

civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present

or future provision of any provision of our articles of incorporation, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

•

We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided

for in the deposit agreement or in our articles of incorporation or in any provisions of or governing the securities on deposit.

•

We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information

received from legal counsel, accountants, any person presenting common shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or

information.

•

We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering,

right or other benefit that is made available to holders of common shares but is not, under the terms of the deposit agreement, made available to you.

•

We and the depositary may rely without any liability upon any written notice, request or other document believed to be

genuine and to have been signed or presented by the proper parties.

•

We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the

deposit agreement.

•

No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.

•

Nothing in the deposit agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship,

among us, the depositary and you as ADS holder.

•

Nothing in the deposit agreement precludes Citibank, N.A. (or its affiliates) from engaging in transactions in which

parties adverse to us or the ADS owners have interests, and nothing in the deposit agreement obligates Citibank, N.A. to disclose those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to

account for any payment received as part of those transactions.

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As the above limitations relate to our obligations and the depositary’s obligations to you

under the deposit agreement, we believe that, as a matter of construction of the deposit agreement, such limitations would likely continue to apply to ADS holders who withdraw the common shares from the ADS facility with respect to obligations or

liabilities incurred under the deposit agreement before the cancelation of the ADSs and the withdrawal of the common shares, and such limitations would most likely not apply to ADS holders who withdraw the common shares from the ADS facility with

respect to obligations or liabilities incurred after the cancelation of the ADSs and the withdrawal of the common shares and not under the deposit agreement.

In any event, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary’s compliance with

U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, you cannot waive our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

Taxes

You will be responsible for the taxes and other

governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on

deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges

are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the

depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for

any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute

the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other

governmental requirements.

If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not

obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:

•

Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the

conversion and distribution is lawful and practical.

•

Distribute the foreign currency to holders for whom the distribution is lawful and practical.

•

Hold the foreign currency (without liability for interest) for the applicable holders.

Governing Law/Waiver of Jury Trial

The deposit agreement,

the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of common shares (including common shares represented by ADSs) are governed by the laws of Korea.

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AS A PARTY TO THE DEPOSIT AGREEMENT, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THE DEPOSIT AGREEMENT, THE ADSs OR THE ADRs AGAINST US AND/OR THE DEPOSITARY.

The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have

against us or the depositary arising out of or relating to our common shares, the ADSs or the deposit agreement, including any claim under U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the

court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. However, you will not be deemed by agreeing to the terms of the deposit agreement to have waived our or the

depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

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SHARES AND AMERICAN DEPOSITARY SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have 728,865,500 outstanding common shares (including 17,790,000 common shares represented by 177,900,000

ADSs issued in this offering) and 1,626,865 treasury shares. All ADSs sold in this offering will be freely transferable by persons other than our “affiliates” as that term is defined in Rule 144 under the Securities Act as currently in

effect, or “Rule 144,” without restriction or further registration under the Securities Act. All outstanding shares prior to this offering are “restricted securities” as that term is defined in Rule 144 because they were

issued in a transaction or series of transactions not involving a public offering in the United States. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under

the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rule 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted

shares of our common stock may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Securities Act, or “Regulation S.” Previously

outstanding shares of our common stock are eligible for trading on the KRX KOSPI Market. This prospectus may not be used in connection with any resale of our ADSs acquired in this offering by our affiliates.

Sales of substantial amounts of our shares or ADSs in the public market could adversely affect their prevailing market prices. Prior to this offering,

there has been no public market for shares of our ADSs, and while we have applied to list our ADSs on Nasdaq, we cannot assure you that a regular trading market will develop.

Rule 144

In general, under Rule 144, a person who has

beneficially owned our common shares that are restricted shares for at least six months would be entitled to sell such securities, provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time

during the 90 days preceding, a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned our common shares that are restricted shares for at

least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three month period only a number of

securities that does not exceed the greater of either of the following:

•

1% of the number of our common shares then outstanding; or

•

the average weekly trading volume of our common shares represented by ADSs on the Nasdaq during the four calendar weeks

preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic

reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of

Rule 144 to the extent applicable.

Regulation S

Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements of the

Securities Act. In general, this means that our common shares may be sold in some other manner outside the United States without requiring registration in the United States. Previously outstanding shares of our common stock are eligible for trading

on the KRX KOSPI Market.

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Lock-up Agreements

We and certain of our affiliates may agree with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ADSs,

common shares or similar securities for a period of 90 days after the date of this prospectus. See “Underwriting” for more information.

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KOREAN FOREIGN EXCHANGE CONTROLS AND SECURITIES REGULATIONS

General

The Foreign Exchange Transactions Act of Korea and

the Presidential Decree and regulations under that Act and Decree, collectively referred to as the “Foreign Exchange Transaction Laws,” regulate investments in Korean securities

by non-residents and issuances of securities outside Korea by Korean companies. Non-residents may invest in Korean securities pursuant to the Foreign

Exchange Transaction Laws. The FSC has also adopted, pursuant to its authority under the FSCMA, regulations that restrict investments by foreigners in Korean securities and regulate issuances of securities outside Korea by Korean companies.

Subject to certain limitations, the Ministry of Finance and Economy has the authority to take the following actions under the Foreign Exchange

Transaction Laws:

•

if the Government deems it necessary on account of war, armed conflict, natural disaster or grave and sudden and

significant changes in domestic or foreign economic circumstances or similar events or circumstances, the Ministry of Finance and Economy may (i) temporarily suspend payment, receipt or performance under any or all foreign exchange

transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange), (ii) impose an obligation to deposit, safe-keep or sell precious metal or any means of payment

to the Bank of Korea, a foreign exchange equalization fund or certain other governmental agencies or financial companies, or (iii) require resident creditors to collect and recover debts owed by

non-resident debtors and to send such amounts to the creditors’ accounts in Korea; and

•

if the Government concludes that the international balance of payments and international financial markets are experiencing

or are likely to experience significant disruption or that the movement of capital between Korea and other countries is likely to adversely affect its currency policies, exchange rate policies or other macroeconomic policies, the Ministry of Finance

and Economy may take action to require any person who intends to effect a capital transaction to obtain permission or to require any person who effects a capital transaction to deposit a portion of the means of payment acquired in such transaction

with the Bank of Korea, a foreign exchange equalization fund or certain other governmental agencies or financial companies.

Such

authority of the Ministry of Finance and Economy would not, however, be applicable to foreign investments made pursuant to the Foreign Investment Promotion Act of Korea.

Holding Company Regulations

Under the Monopoly Regulation and Fair Trade Act, a company that qualifies as a holding company is required, among other restrictions, to satisfy minimum

equity ownership requirements with respect to its subsidiaries. The applicable minimum ownership thresholds differ before and after the effective date of the amendments to the Monopoly Regulation and Fair Trade Act that took effect on December 30,

2021. Under the current rules, a holding company is generally required to hold at least 30% of the issued voting shares of a listed subsidiary and at least 50% of the issued voting shares of an unlisted subsidiary. However, pursuant to the

transitional provisions, if a holding company was newly established or converted into a holding company prior to December 30, 2021, the prior minimum ownership thresholds (20% for listed subsidiaries and 40% for unlisted subsidiaries) continue to

apply to the subsidiaries held by such holding company prior to December 30, 2021. SK square, our largest shareholder, converted into a holding company prior to December 30, 2021 and, accordingly, is subject to the 20% minimum ownership threshold

with respect to a listed subsidiary (including us) that it held prior to December 30, 2021, and is required to maintain ownership of at least 20% of our issued shares.

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Pricing of Newly Issued Shares

Article 5-18 ( Determination of the Issue Price for Paid-in Capital Increases ) of the Regulation on the Issuance and Disclosure, Etc. of Securities

of Korea generally applies where a listed company conducts a paid-in capital increase through a third-party allotment. If the offering price is determined at a discount from the trading price, the discount rate is to be determined against a base

price, which is generally the volume-weighted arithmetic average of the share price (i.e., a price calculated by dividing the total value of such shares traded on the Korea Exchange during the relevant period by the total volume of such shares

traded during such period) during the period from the third trading day to the fifth trading day prior to the subscription date, which will be the closing date for this offering. The discount rate is generally required to be set within 10% for a

third-party allotment under the above regulation. Based on the position of the FSS, our issuance of new shares to the depositary for purposes of the offering is viewed as a third-party allotment, and therefore, the initial public offering price is

subject to the above restrictions on the discount rate, which could constrain the pricing flexibility of the offering.

Government Review of Issuances of ADSs

Under the FSCMA, its Presidential Decree and the FSC regulations promulgated thereunder, where an issuer makes solicitation of an offer to

subscribe for the securities to be newly issued by it to 50 or more investors (aggregated with the number of the investors who have received the solicitation of an offer to purchase or subscribe for the securities of the same class within six months

prior to the commencement date of the solicitation of an offer to subscribe for the securities to be newly issued, but excluding certain professional investors and the issuer-related persons specified in the Presidential Decree of the FSCMA), such

solicitation would constitute an “offering,” and the issuer would be required to file a securities registration statement with the FSC. In addition, even if the number of the investors who received the solicitation as calculated above is

fewer than 50, such solicitation would nevertheless be deemed an “offering” and the issuer would be required to file a securities registration statement with the FSC if:

•

in the case where the securities in question are issued in Korea, there has been a prior offering or sale of the securities

of the same class; or

•

in the case where the securities in question are issued outside Korea, such securities may be transferred to Korean

residents within one year from the issuance date thereof.

In order for us to issue the common shares to the depositary for

issuing the ADSs, we are required to file a securities registration statement with the FSC and such securities registration statement must become effective in accordance with the FSCMA, its Presidential Decree and the FSC regulations promulgated

thereunder, because such issuance of our common shares would be deemed an “offering” in Korea even if there is no solicitation of an offer to subscribe for such common shares or ADSs in Korea or to the residents of Korea, as discussed

above. Accordingly, we have filed a Korean-language securities registration statement with the FSC separately from this prospectus. However, the ADSs will not be offered, sold, or delivered in Korea or to, or for the account of or benefit of any

investors in Korea, at the time of their issuance.

Under the Foreign Exchange Transaction Laws, in order for the depositary to issue ADSs

based on the Common Shares newly issued and deposited by us in connection with this offering in excess of US$50 million, we are required to file a securities issuance report with the Ministry of Finance and Economy via our designated foreign

exchange bank with respect to the issuance of the ADSs prior to such issuance; provided that such US$50 million threshold amount would be reduced by the aggregate principal amount of any foreign currency loans borrowed from non-residents, and any foreign currency denominated securities issued outside Korea or to non-residents in Korea on a private placement

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basis, each during the one-year period immediately preceding the filing date of such report. The Ministry of Finance and Economy may at

its discretion direct us to take necessary measures to avoid exchange rate fluctuation in connection with its acceptance of the securities issuance report for the issuance of the ADSs. We are required to submit the report on the results of the

issuance of the ADSs without delay after the net subscription money for the ADSs is paid to us.

Under the Foreign Exchange Transaction Laws, if

the securities are to be listed in a manner that involves the movement of securities between the Korea Exchange and an overseas stock exchange, a securities issuance report is required to be filed with the Ministry of Finance and Economy only once

at the time of the initial listing, and the person who has filed the securities issuance report as described above is required to submit a post-transaction report to the Ministry of Finance and Economy by the end of the month immediately following

the month in which either any movement of securities between the Korea Exchange and the applicable overseas stock exchange or any change in the number of the total issued securities occurs.

Under the Presidential Decree of FSCMA and the FSC regulations promulgated thereunder, the depositary is required to obtain our prior consent for any

proposed deposit of our issued common shares if the number of shares to be deposited in such proposed deposit exceeds the number of common shares initially deposited by us for the issuance of ADSs (including deposits in connection with the initial

and all subsequent issuances of ADSs by us or with our consent and stock dividends or other distributions related to the ADSs).

In addition to

such restrictions under Korean laws and regulations, there are also restrictions on the deposits of our common shares for issuance of ADSs. Therefore, a holder of ADRs who surrenders ADRs and withdraws shares may not be permitted subsequently

to deposit those shares and obtain ADRs.

Reporting Requirements for Holders of Substantial Interests

Under the FSCMA, any person whose direct or beneficial ownership of the shares with voting rights, equity-related

debt securities, including convertible bonds, bonds with warrants, exchangeable bonds, certificates representing the rights to subscribe for common shares, derivatives-linked securities and depositary receipts

representing the aforementioned securities, which we refer to collectively as “equity securities,” of a listed company in Korea, together with the equity securities directly or beneficially owned and held by certain related persons or by

any person acting in concert with the person, accounts for 5% or more of the total outstanding equity securities (including treasury shares) of such listed company is required to report the status and purpose (in terms of whether the purpose of the

shareholding is to participate in the management of the issuer) of the holdings, the major terms and conditions of the agreements relating to the equity securities and other matters prescribed by the Presidential Decree under the FSCMA to the FSC

and the Korea Exchange within five business days after reaching the 5% ownership interest.

As mentioned above, the 5% threshold relates to not only

ownership, but also holdings of equity securities. The concept of “holding” includes (i) any equity securities that are owned for the shareholder’s own account, regardless of the title (i.e., a nominee or other person holding

legal title on behalf of the underlying shareholder), (ii) claims for delivery of equity securities that are held in accordance with provisions of law or contract (i.e., legal or contractual rights to acquire equity securities), (iii) voting rights

(including rights to instruct the exercise of voting rights) of equity securities held in accordance with provisions of law or contract, including money trusts or collateral contracts (e.g., security agreements where the entity that has the

collateral holds the voting right), (iv) the power to decide on acquisitions or dispositions of equity securities held in accordance with provisions of laws or contracts, including money trusts or collateral contracts, (v) the right to

unilaterally complete the

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purchase and sale contract of the equity securities and become the purchaser to the contract (i.e., a legal right to acquire the equity securities if the contract conditions are within the

potential shareholder’s control), (vi) contractual rights such as call options pursuant to derivatives in which the underlying assets are equity securities and (vii) stock options in which the holder of such options becomes the owner of

the underlying equity shares when the options are exercised.

In addition, (A) any change in the number of the owned equity securities that is

1% or more of the total outstanding equity securities subsequent to the report or (B) any change in (i) the purpose of the shareholding or ownership of the equity securities, (ii) the major terms and conditions of the agreements

relating to the equity securities owned (such as trust agreements and collateral agreements) to the extent the number of relevant equity securities is 1% or more of the total outstanding equity securities or (iii) the type of the ownership

(direct ownership or holdings) to the extent the number of relevant equity securities is equal to or exceeds 1% of the total outstanding equity securities, subsequent to the report, must be reported to the FSC and the Korea Exchange, provided that

clause (B)(ii) is not applicable to holders who have invested for a simple investment purpose only (exercising only the rights guaranteed by applicable law regardless of the number of shares they hold) and clause (B)(iii) is only applicable to

shareholders whose investment purpose is to participate in the management of the company. Changes set forth in clauses (A) and (B) above must be reported within five business days from the date of such change (or by the tenth day of

the month following the month in which the change described in (A) above occurs, in the case of a person (other than certain professional investors prescribed by the Presidential Decree under the FSCMA) with a simple investment purpose or by

the tenth day from the date of such change in the case of a person (other than certain professional investors prescribed by the Presidential Decree under the FSCMA) whose intent is neither a simple investment nor management participation).

Notwithstanding the foregoing, certain professional investors prescribed by the Presidential Decree of the FSCMA may report the 5% ownership status and

the changes described in (A) above to the FSC and the Korea Exchange by the tenth day of the month immediately following the end of the quarter in which such 5% ownership interest is reached or the change occurs.

When filing a report to the FSC and the Korea Exchange in accordance with the reporting requirements described above, a copy of such report must also be

sent to the issuer.

Violation of these reporting requirements may subject a person to sanctions, such as prohibition on the exercise of voting

rights with respect to the equity securities for which the reporting requirement was violated, or fines and/or imprisonment. Furthermore, the FSC may order the disposal of the equity securities for which the reporting requirement was violated or may

impose a monetary penalty.

A person reporting to the FSC and the Korea Exchange that its purpose of holding the equity securities of the relevant

listed company in Korea is to participate in the management of such company is prohibited from acquiring additional equity securities of such company and exercising its voting rights, in each case during the period commencing from the date on which

the event triggering the reporting requirement occurs and ending on the fifth day from the date on which the report is made.

In addition to the

reporting requirements described above, any person whose direct or beneficial ownership of our common shares (including in the form of ADSs) accounts for 10.0% or more of the total issued shares with voting rights (a “major

shareholder”), other than certain exempted persons as listed under the Presidential Decree of the FSCMA, must report the status of his or her shareholding (including our shares (whether with voting rights or not) as well as any securities

convertible into or exchangeable for, or any warrants, rights or options to purchase or subscribe for, such shares, which we refer to collectively as “specific securities”) to the Securities and Futures Commission, a specialized

decision-making body within the FSC focusing on capital markets oversight, and the Korea Exchange

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within five business days after such person becomes a major shareholder. In addition, any change in the ownership interest subsequent to the report must be reported to the Securities and Futures

Commission and the Korea Exchange by the fifth business day of any changes in such person’s ownership level in our specific securities. Violations of these reporting requirements may subject such person to criminal sanctions, such as fines or

imprisonment.

If a director, executive officer or a major shareholder (other than certain exempted persons as listed under the Presidential

Decree of the FSCMA) intends to buy, sell or otherwise trade our specific securities, certain reporting obligations may arise. Such person must report, among others, the purpose of the trade, the expected trading price, trading volume and trading

period (which shall be not more than 30 days), which we refer to collectively as “trading plan,” to the Securities and Futures Commission and the Korea Exchange prior to the expected trading date, if the expected trading volume or amount

of our specific securities when aggregated with such person’s total trading volume or amount of our specific securities over the past six months (i) represents at least 1% of the total number of our issued specific securities or

(ii) is at least W 5 billion. Flexibility of up to 30% of the expected trading amount (equal to the expected trading price multiplied

by the expected trading volume as set out in the trading plan) is permitted to accommodate the market situation at the time of the transaction.

The Presidential Decree of the FSCMA also exempts certain types of trades from the aforementioned reporting obligations. Such trades include acquisition

of certain securities by inheritance or stock dividend and acquisition through exercise of the exchange rights under exchangeable bonds.

Restrictions Applicable

to ADSs

No Korean governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the

withdrawal of shares underlying ADSs and the delivery of shares in Korea in connection with the withdrawal. The acquisition of the shares by a foreigner must be reported by the foreigner or his or her standing proxy (as described in “—

Restrictions Applicable to Shares” below) in Korea immediately to the Governor (the “Governor”) of the FSS.

Persons who have

acquired shares as a result of the withdrawal of shares underlying the ADSs may exercise their voting rights and preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further governmental

approval.

In addition, we are required to file a securities registration statement with the FSC and such securities registration statement has to

become effective pursuant to the FSCMA in order for us to issue shares represented by ADSs.

Restrictions Applicable to Shares

As a result of amendments to the Foreign Exchange Transaction Laws and the FSC regulations adopted in connection with the stock market opening from

January 1992, which we refer to collectively as the “Investment Rules,” foreigners may invest, with limited exceptions and subject to certain procedural requirements, in shares of all Korean companies listed on the KRX KOSPI Market

or the KRX KOSDAQ Market unless prohibited by specific laws. Foreign investors may trade shares listed on the KRX KOSPI Market or the KRX KOSDAQ Market only through the KRX KOSPI Market or the KRX KOSDAQ Market, except in limited circumstances,

including, among others, the following:

•

odd-lot trading of shares;

•

acquisition of shares by exercise of warrants, conversion rights or exchange rights under bonds with warrants, convertible

bonds or exchangeable bonds, or withdrawal rights under depositary receipts issued outside of Korea by a listed company in Korea;

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•

acquisition of shares as a result of inheritance, donation, bequest or exercise of shareholders’ rights, including

preemptive rights or rights to participate in free distributions and receive dividends;

•

over-the-counter transactions between

foreigners of shares of a public service corporation for which the upper limit on aggregate ownership by foreigners as explained below, has been reached or exceeded;

•

shares acquired by way of foreign direct investment and/or the disposal of such shares by the investor;

•

disposal of shares pursuant to the exercise of appraisal rights of dissenting shareholders;

•

acquisition or disposal of shares in connection with a tender offer;

•

acquisition of shares by a foreign depositary in connection with the issuance of depositary receipts;

•

acquisition and disposal of shares through an overseas stock exchange market if such shares are simultaneously listed on

the KRX KOSPI Market or the KRX KOSDAQ Market and such overseas stock exchange; and

•

arm’s-length transactions between foreigners, if all of such foreigners

belong to the investment group managed by the same person.

Odd-lot trading of shares

outside the KRX KOSPI Market or the KRX KOSDAQ Market must involve an investment dealer licensed in Korea as the other party. Foreign investors are prohibited from engaging in margin transactions by borrowing shares from investment brokers or

investment dealers with respect to shares that are subject to a foreign ownership limit.

Prior to an amendment to the Presidential Decree of FSCMA

to abolish the foreign investors’ registration requirement which came into effect on December 14, 2023, the Investment Rules required a foreign investor who wished to invest in or dispose of shares on the KRX KOSPI Market or the KRX

KOSDAQ Market (including shares being issued or sold for initial listing on the KRX KOSPI Market or the KRX KOSDAQ Market) to register its identity with the FSS prior to making any such investment or disposal unless it has previously registered.

However, pursuant to the above-described amendment to the Presidential Decree of the FSCMA, foreign investors are now able to open investment accounts at securities firms without having to go through a prior registration process with the FSS.

Foreign corporate entities can use their legal entity identifiers, and foreign individuals can use their passport numbers, to open investment accounts. Foreign investors that already have obtained investment registration certificates can continue to

use their investor registration number so that potential inconvenience caused by changing the system may be minimized.

Under the previous laws and

regulations, foreign investors could only trade listed securities on the Korea Exchange, and over-the-counter transactions were permitted only for certain exceptional

circumstances. Over-the-counter transactions of foreign investors involving listed securities had been limited in practice because a prior review and approval had to be

obtained from financial supervisory authorities for such transactions with the exception of certain specific types of transactions that can be reported on an ex-post basis (e.g., foreign direct investment,

exercise of appraisal rights of dissenting shareholders, exercise of stock options, inheritance/gift, exercise of the rights associated with convertible bonds, bonds with warrants and repurchase agreements).

However, following the above-described amendment to the Presidential Decree of FSCMA and the abolition of the registration system for foreign investors

that came into effect on December 14, 2023, such regulatory changes have significantly expanded the scope of over-the-counter transactions eligible for ex-post reporting to cover those transactions that do not require a close review and are

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highly demanded by market participants. Specifically, ex-post reporting is permitted for the following types of over-the-counter transactions: (i) acquisition and disposition of shares resulting from spin-offs and mergers of a foreign entity, (ii) acquisition and disposition of securities resulting from

dividends in kind paid by a foreign entity, (iii) over-the-counter transfer of securities between foreigners where there is no change in the beneficial owner and

(iv) acquisition and disposition of shares resulting from in-kind delivery following the liquidation of a foreign fund.

A foreign investor may appoint a standing proxy among the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign

banks), investment dealers, investment brokers and collective investment companies (collectively, “financial investment firms”), including domestic branches of foreign financial investment firms, and internationally recognized custodians

which will act as a standing proxy to exercise shareholders’ rights or perform any matters related to the foregoing activities if the foreign investor does not perform these activities itself. Generally, a foreign investor may not permit any

person, other than its standing proxy, to exercise rights relating to its shares or perform any tasks related thereto on its behalf. However, a foreign investor may be exempted from complying with these standing proxy rules with the approval of the

Governor of the FSS in cases deemed inevitable by reason of conflict between the laws of Korea and those of the home country of the foreign investor.

Shares of a listed company in Korea owned by a foreign investor must be electronically registered by an eligible custodian. Only foreign exchange banks

(including domestic branches of foreign banks), financial investment firms (including domestic branches of foreign financial investment firms), the Korea Securities Depository and internationally recognized custodians are eligible to act as a

custodian of shares for a foreign investor. The custodian of a foreign investor must deposit such foreign investor’s shares with the Korea Securities Depository. However, a foreign investor may be exempted from complying with this deposit

requirement when such shares are electronically registered pursuant to applicable laws.

Under the Investment Rules, with certain exceptions,

foreign investors may own shares of a Korean company without being subject to any foreign investment ceiling. As one such exception, no person may hold for its own account shares issued by a designated public service corporation in excess of certain

ceilings, regardless of the legal ownership of such shares. However, as of the date of this prospectus, we are not such a designated public service corporation.

Furthermore, in the case of investments amounting to

W 100 million or more, (i) an investment by a foreign investor in 10% or more of the outstanding shares with voting rights of a Korean

company or (ii) an acquisition of the right by a foreign investor holding shares of a Korean company to dispatch or appoint directors or officers of such company constitutes a foreign direct investment for purposes of the Foreign Investment

Promotion Act of Korea. Generally, under the Foreign Investment Promotion Act of Korea, a foreign direct investment must be reported to a foreign exchange bank or Korea Trade-Investment Promotion Agency

designated by the Ministry of Trade, Industry and Energy prior to such investment (within 60 days after the date of such investment, if the investment is made by acquiring outstanding shares of a Korean company listed on the Korea Exchange).

The acquisition of shares of a Korean company by a foreign investor may also be subject to certain foreign or other shareholding restrictions in the event that the restrictions are prescribed in a specific law that regulates the business of the

Korean company. Changes in ownership of shares of a Korean company by a foreign direct investor, as well as changes in certain aspects of the foreign direct investment (including change in the foreign direct investor’s name, address or

business), are subject to reporting requirements.

Under the Foreign Exchange Transaction Laws, a foreign investor who wishes to trade shares

without obtaining separate governmental approvals or submitting separate reports to the Government

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must designate a foreign exchange bank and open a foreign currency account and a Won account with the bank exclusively for stock investments. No approval is required for remittance of foreign

currency funds into Korea or for deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account to a Won account opened with an investment dealer or an investment broker

at the time the foreign investor is required to place a deposit for, or settle the purchase price of, a stock purchase transaction to an investment dealer or investment broker’s Won account. Funds in the foreign currency account may be

remitted abroad without any governmental approval.

Dividends on shares of Korean companies are paid in Won. No governmental approval is required

for foreign investors to receive dividends on, or the Won proceeds of the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by a

non-resident of Korea may be deposited either in a Won account with the investor’s investment dealer or investment broker or its Won account with the foreign exchange bank. Funds in the investor’s

Won account may be transferred to its foreign currency account or withdrawn for local living expenses, provided that any withdrawal of local living expenses in excess of a certain amount must be reported to the Governor of the FSS by the foreign

exchange bank at which the Won account is maintained. Funds in the Won account in Korea may also be used for future investment in shares or for payment of the subscription price of new shares acquired through the exercise of preemptive rights.

Investment dealers and investment brokers are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating

foreign investors’ stock investments in Korea. Through these accounts, investment dealers and investment brokers may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds,

either as a counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.

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THE KOREAN SECURITIES MARKET

The Korea Exchange

On January 27, 2005, the Korea

Exchange was established pursuant to the Korea Securities and Futures Exchange Act by consolidating the Korea Stock Exchange, the Korea Futures Exchange, the KOSDAQ Stock Market, Inc., or the KOSDAQ, and the KOSDAQ Committee of the Korea Securities

Dealers Association, which had formerly managed the KOSDAQ. On July 1, 2013, the Korea Exchange launched the Korea New Exchange (KONEX, a new securities exchange market that focuses on small- and medium-sized enterprises). There are four different markets operated by the Korea Exchange: the KRX KOSPI Market, the KRX KOSDAQ Market, the KONEX Market and the KRX Derivatives Market. The Korea Exchange has three

trading floors located in Seoul, one for the KRX KOSPI Market, one for the KRX KOSDAQ Market and one for the KONEX Market, and one trading floor in Busan for the KRX Derivatives Market. The Korea Exchange is a stock corporation (“ jusik

hoesa ” in Korean), the shares of which are held by (i) investment brokers and investment dealers that were formerly members of the Korea Futures Exchange or the Korea Stock Exchange and (ii) the stockholders of the KOSDAQ.

Currently, the Korea Exchange is the only stock exchange in Korea and is operated by membership, having as its members most of the Korean investment brokers and investment dealers and some Korean branches of foreign investment brokers and investment

dealers.

According to data published by the Korea Exchange, as of July 3, 2026, the aggregate market value of equity securities listed on the

KRX KOSPI Market was approximately W 6,617 trillion, and the average daily trading volume of equity securities in 2026 (through July 3)

was approximately 795 million shares with an average daily transaction value of W 36,551 billion.

The Korea Exchange has the power in some circumstances to suspend trading in the shares of a specific company or to

de-list a security pursuant to the Regulation on Listing on the Korea Exchange. The Korea Exchange also restricts share price movements. All listed companies are required to file accounting reports annually, semi-annually and quarterly and to release immediately certain information that may affect trading in a security.

The Korea Exchange publishes the KOSPI every ten seconds, which is an index of all equity securities listed on the KRX KOSPI Market. On January 1,

1983, the method of computing KOSPI was changed from the Dow Jones method to the aggregate value method. In the new method, the market capitalizations of all listed companies are aggregated, subject to certain adjustments, and this aggregate is

expressed as a percentage of the aggregate market capitalization of all listed companies as of the base date, January 4, 1980.

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Movements in KOSPI are set out in the following table:

Opening

High

Low

Closing

1984

115.25

142.46

115.25

142.46

1985

139.53

163.37

131.40

163.37

1986

161.40

279.67

153.85

272.61

1987

264.82

525.11

264.82

525.11

1988

532.04

922.56

527.89

907.20

1989

919.61

1,007.77

844.75

909.72

1990

908.59

928.82

566.27

696.11

1991

679.75

763.10

586.51

610.92

1992

624.23

691.48

459.07

678.44

1993

697.41

874.10

605.93

866.18

1994

879.32

1,138.75

855.37

1,027.37

1995

1,013.57

1,016.77

847.09

882.94

1996

888.85

986.84

651.22

651.22

1997

653.79

792.29

350.68

376.31

1998

385.49

579.86

280.00

562.46

1999

587.57

1,028.07

498.42

1,028.07

2000

1,059.04

1,059.04

500.60

504.62

2001

520.95

704.50

468.76

693.70

2002

724.95

937.61

584.04

627.55

2003

635.17

822.16

515.24

810.71

2004

821.26

936.06

719.59

895.92

2005

893.71

1,379.37

870.84

1,379.37

2006

1,389.27

1,464.70

1,203.86

1,434.46

2007

1,435.26

2,064.85

1,355.79

1,897.13

2008

1,853.45

1,888.88

938.75

1,124.47

2009

1,157.40

1,723.17

992.69

1,682.77

2010

1,696.14

2,052.97

1,548.78

2,051.00

2011

2,070.08

2,228.96

1,652.71

1,825.74

2012

1,826.37

2,049.28

1,769.31

1,997.05

2013

2,031.10

2,059.58

1,780.63

2,011.34

2014

1,967.19

2,082.61

1,886.85

1,915.59

2015

1,926.44

2,173.41

1,829.81

1,961.31

2016

1,918.76

2,068.72

1,835.28

2,026.46

2017

2,026.16

2,557.97

2,026.16

2,467.49

2018

2,479.65

2,598.19

1,996.05

2,041.04

2019

2,010.00

2,248.63

1,909.71

2,197.67

2020

2,175.17

2,873.47

1,457.64

2,873.47

2021

2,944.45

3,305.21

2,839.01

2,977.65

2022

2,988.77

2,989.24

2,155.49

2,236.40

2023

2,225.67

2,667.07

2,218.68

2,655.28

2024

2,669.81

2,891.35

2,360.58

2,399.49

2025

2,398.94

4,221.87

2,293.70

4,214.17

2026 (through July 3)

4,309.63

9,114.55

4,309.63

8,088.34

Source:

The Korea Exchange

Shares are quoted “ex-dividend” on the trading day immediately preceding

the last trading day of the relevant company’s accounting period. Since the calendar year is the accounting period for the majority of listed companies, this may account for the drop in KOSPI between the closing price of the second trading day

preceding the last trading day of one calendar year and the opening price of the trading day immediately preceding the last trading day of such calendar year.

The Ministry of Justice of Korea has recently issued an official ruling to the effect that (i) a record date for determining shareholders entitled

to exercise of their voting rights at the general meeting of shareholders for declaration of dividends and (ii) a record date for determining the shareholders entitled to payment of dividends so declared may be separately set. Based on the

foregoing official ruling, the Government has recommended the listed companies to set the record date for determining

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the shareholders entitled to payment of dividends after the date of the general meeting of shareholders by resolution of their board of directors so that the investors may invest in the shares of

the listed companies after checking whether the dividend is declared and the amount of dividend so declared. As a result of the recommendation of the Government, many listed companies amended their articles of incorporation which previously provided

the shareholders shown at the register of shareholders as of the end of the fiscal year are entitled to both (i) exercise of their voting rights at the general meeting of shareholders for declaration of dividends and (ii) payment of

dividends so declared. The above change from past practice is also expected to affect the “ex-dividend” practice in the Korean securities markets including the KRX KOSPI Market.

With certain exceptions, principally to take account of a share being quoted “ex-dividend” and “ex-rights,” permitted upward and downward movements in share prices of any category of shares on any trading day are limited under the rules of the Korea Exchange to 30% of the previous trading

day’s closing price of the shares, rounded down as set out below:

Previous trading day’s closing price (Won)

Rounded down to (Won)

Less than 2,000

1

2,000 to less than 5,000

5

5,000 to less than 20,000

10

20,000 to less than 50,000

50

50,000 to less than 200,000

100

200,000 to less than 500,000

500

500,000 or more

1,000

As a consequence, if a particular closing price is the same as the price set by the fluctuation limit, the closing price

may not reflect the price at which persons would have been prepared, or would be prepared to continue, if so permitted, to buy and sell shares. Orders are executed on an auction system with priority rules to deal with competing bids and offers.

Due to deregulation of restrictions on brokerage commission rates, the brokerage commission rate on equity securities transactions may be determined by

the parties, subject to commission schedules being filed with the Korea Exchange by the investment brokers and the investment dealers. In addition, a securities transaction tax (including agricultural and fishery special surtax thereon) of 0.20% of

the sales price will generally be imposed on the transfer of shares or certain securities representing rights to subscribe for shares on the Korea Exchange. See “Certain Tax Considerations — Material Korean Tax Considerations.”

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The number of companies listed on the KRX KOSPI Market, the corresponding total market capitalization

at the end of the periods indicated and the average daily trading volume for those periods are set forth in the following table:

Market capitalization on the

last day of each period

Average daily trading volume, value

Year

Number of listed

companies

(Billions of Won)

Thousands of shares

(Millions of Won)

1984

336

5,149

14,847

10,642

1985

342

6,570

18,925

12,315

1986

355

11,994

31,755

32,870

1987

389

26,172

20,353

70,185

1988

502

64,544

10,367

198,364

1989

626

95,477

11,757

280,967

1990

669

79,020

10,866

183,692

1991

686

73,118

14,022

214,263

1992

688

84,712

24,028

308,246

1993

693

112,665

35,130

574,048

1994

699

151,217

36,862

776,257

1995

721

141,151

26,130

487,762

1996

760

117,370

26,571

486,834

1997

776

70,989

41,525

555,759

1998

748

137,799

97,716

660,429

1999

725

349,504

278,551

3,481,620

2000

704

188,042

306,163

2,602,211

2001

689

255,850

473,241

1,997,420

2002

683

258,681

857,245

3,041,598

2003

684

355,363

542,010

2,216,636

2004

683

412,588

372,895

2,232,108

2005

702

655,075

467,629

3,157,662

2006

731

704,588

279,096

3,435,180

2007

745

951,900

363,732

5,539,588

2008

763

592,635

355,205

5,189,643

2009

770

887,935

485,657

5,795,426

2010

777

1,141,885

380,859

5,619,768

2011

791

1,041,999

353,759

6,863,146

2012

784

1,154,294

486,480

4,823,643

2013

777

1,185,974

328,325

3,993,422

2014

773

1,119,253

278,082

3,983,580

2015

770

1,242,832

455,256

5,351,734

2016

779

1,308,440

376,772

4,523,044

2017

774

1,605,821

340,457

5,325,760

2018

788

1,343,972

397,972

6,548,622

2019

799

1,475,909

470,723

4,989,807

2020

795

1,980,543

895,256

12,200,417

2021

824

2,203,367

844,811

13,400,335

2022

826

1,767,235

595,197

9,008,398

2023

839

2,126,373

538,210

9,602,689

2024

848

1,963,329

486,868

10,741,556

2025

847

3,477,840

445,035

12,400,178

2026 (through July 3)

835

6,617,011

794,963

36,551,362

Source:

The Korea Exchange

The Korean securities markets are principally regulated by the FSC under the regulations set forth in the FSCMA. In

August 2007, the National Assembly of Korea enacted the FSCMA. The FSCMA, which came into effect on February 4, 2009, comprehensively regulates the Korean capital markets, the financial investment businesses (including collective

investment businesses and trust businesses) and financial investment products (such as securities and derivatives). The FSCMA imposes, among others, restrictions on insider trading and price manipulation, requires specified information to be made

available by listed companies to investors and establishes rules regarding margin trading, proxy

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solicitation, takeover bids, acquisition of treasury shares and reporting requirements for shareholders holding substantial interests. The FSCMA regulates the operation and monitoring of the

securities and derivatives markets.

Protection of Customer’s Interest in Case of Insolvency of Investment Brokers or Investment Dealers

Under Korean law, the relationship between a customer and an investment broker or an investment dealer in connection with a securities sell or buy order

is deemed to be a consignment and the securities acquired by a consignment agent (i.e., the investment broker or the investment dealer) through such sell or buy order are regarded as belonging to the customer insofar as the customer and the

consignment agent’s creditors are concerned. Therefore, in the event of a bankruptcy or reorganization procedure involving an investment broker or an investment dealer, the customer of the investment broker or the investment dealer is entitled

to claim the securities acquired by the investment broker or the investment dealer for the customer’s account.

Under the FSCMA, the Korea

Exchange is obliged to indemnify any loss or damage incurred by a counterparty as a result of a breach by members of the KRX KOSPI Market or the KRX KOSDAQ Market. If an investment broker or an investment dealer that is a member of the KRX KOSPI

Market or the KRX KOSDAQ Market breaches its obligation in connection with a buy order, the Korea Exchange is obliged to pay the purchase price on behalf of the breaching member. Therefore, the customer can acquire the securities subject to the buy

order that it has placed with the breaching member.

When a customer places a buy order with a non-member

company and the non-member company places a buy order with a member company, the customer has the legal right to the securities received by the non-member company from

the member company because the purchased securities are regarded as belonging to the customer insofar as the customer and the non-member company’s creditors are concerned.

As cash deposited with an investment broker or an investment dealer is regarded as belonging to the investment broker or investment dealer, which is

liable to return the same at the request of its customer, the customer cannot take back deposited cash from the investment broker or the investment dealer if a bankruptcy or rehabilitation procedure is instituted in respect of the investment broker

or the investment dealer and, therefore, can suffer a loss or damage as a result. However, the Depositor Protection Act provides that the Korea Deposit Insurance Corporation will, upon the request of an investor, pay the investor up to W 100 million of cash deposited with an investment broker or an investment dealer in case of the investment broker or the investment

dealer’s bankruptcy, liquidation, cancelation of investment broker or investment dealer license or other insolvency events. Investment brokers and investment dealers pay premiums to the Korea Deposit Insurance Corporation for this insurance.

Pursuant to the FSCMA, investment brokers or investment dealers are required to deposit cash received from its customers at the Korea Securities Finance Corporation, a special entity established pursuant to the FSCMA.

Set-off or attachment of any such cash deposits by investment brokers or investment dealers is prohibited.

Clearance and

Settlement

The settlement of trades on the Korea Exchange is required to be handled by a settlement agency of the Korea Exchange. The Korea

Securities Depository is the institution commissioned by the Korea Exchange to handle all such settlement of trades.

The settlement of trades on

the Korea Exchange takes place through a clearance and settlement procedure. The Korea Exchange has adopted the multilateral netting system and carries out the

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clearance of the trades by netting the sales and purchases of each Korea Securities Depository participant. The Korea Exchange is required to provide the daily net settlement results of the

trades to the Korea Securities Depository by 6 p.m. on the business day immediately prior to the settlement date. The Korea Securities Depository then handles settlement of the securities and the funds based on the information received from the

Korea Exchange. The securities are settled through book-entry changes in the accounts of Korea Securities Depository participants and the funds are settled by transfer to accounts at a bank designated by the

Korea Securities Depository. Settlement of trades is generally required to take place on the third trading day following the day of the sale and purchase contract (with the day of the sale and purchase contract being the first trading day).

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CERTAIN TAX CONSIDERATIONS

U.S. Federal Income Tax Considerations

The following is a

summary of material U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of our common shares or ADSs by a U.S. Holder (as defined below).

This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial

interpretations thereof, in force as of the date hereof, and the United States – Republic of Korea Income Tax Convention dated January 1, 1980 (the “Treaty”). Those authorities may be changed at any time, perhaps

retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.

This summary is not a comprehensive

discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold or dispose of common shares or ADSs. In particular, this summary is directed only to U.S. Holders that hold common shares or

ADSs as capital assets and does not address particular tax consequences that may be applicable to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to

mark to market, financial institutions, life insurance companies, tax-exempt entities, regulated investment companies, entities or arrangements that are treated as partnerships for U.S. federal income tax

purposes (or partners therein), holders that own or are treated as owning 10% or more of our stock by vote or value, persons holding common shares or ADSs as part of a hedging or conversion transaction or a straddle, or persons whose functional

currency is not the U.S. dollar. Moreover, this summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of common shares or ADSs.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of common shares or ADSs that is a citizen or resident of the United

States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such common shares or ADSs.

You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the common shares or ADSs,

including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.

ADSs

In general, if you are a U.S.

Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying common shares that are represented by those ADSs. References to “shares” below in this subsection apply to both common

shares and ADSs, unless the context indicates otherwise.

Taxation of Dividends

Subject to the discussion below under “— Passive Foreign Investment Company Status,” the gross amount of any distribution of cash or

property with respect to our shares (including any amount withheld in respect of Korean taxes) that is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be includible in

your taxable income as ordinary dividend income and will not be eligible for the dividends-received deduction allowed to corporations under the Code.

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We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal

income tax principles. You therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.

Dividends paid in a currency other than U.S. dollars generally will be includible in your income in a U.S. dollar amount calculated by reference to the

exchange rate in effect on the day you receive the dividends, in the case of common shares, or the date the depositary receives the dividends, in the case of shares represented by ADSs. Any gain or loss on a subsequent sale, conversion or other

disposition of such non-U.S. currency generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States.

The U.S. dollar amount of dividends received by an individual with respect to the shares will be subject to taxation at a preferential rate if the

dividends are “qualified dividends.” Subject to certain exceptions for short-term positions, dividends paid on the shares will be treated as qualified dividends if:

•

the shares are readily tradable on an established securities market in the United States or we are eligible for the

benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and

•

we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend

is paid, a passive foreign investment company (a “PFIC”).

The ADSs will be listed on the Nasdaq, and will qualify as

readily tradable on an established securities market in the United States so long as they are so listed. In addition, the U.S. Treasury has determined that the Treaty meets the requirements for reduced rates of taxation, and we believe we are

eligible for the benefits of the Treaty. As discussed in more detail below under “— Passive Foreign Investment Company Status,” based on our financial statements and our current expectations regarding the value and nature of our

assets, the sources and nature of our income, and relevant market and shareholder data, we do not expect to become a PFIC for our current taxable year or in the foreseeable future. Holders should consult their own tax advisors regarding the

availability of the reduced dividend tax rate in light of their own particular circumstances.

Subject to generally applicable limitations and

conditions, Korean withholding tax imposed on dividends paid at the appropriate rate applicable to you may be eligible for a credit against your U.S. federal income tax liability. These generally applicable limitations and conditions include

requirements adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021, and any Korean tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. Holder.

In the case of a U.S. Holder that consistently elects to apply a modified version of these rules under temporary guidance, and complies with specific requirements set forth in such guidance, the Korean tax on dividends will be treated as meeting the

requirements and therefore as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Korean tax on dividends is uncertain and we have not determined whether these requirements are met. If the Korean tax

is not a creditable tax for you or you do not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, you may be able to deduct the Korean tax in computing your taxable income for U.S. federal

income tax purposes. Dividends will constitute income from sources without the United States and, if such withholding tax is a creditable tax for a U.S. Holder that elects to claim foreign tax credits, generally will constitute “passive

category income” for foreign tax credit purposes.

The availability and calculation of foreign tax credits and deductions for foreign taxes

depend on a U.S. Holder’s particular circumstances and involve the application of complex rules to those

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circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary

guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular circumstances.

Any Korean securities transaction tax or agricultural and fishery special surtax that you pay will not be creditable for foreign tax credit purposes.

Taxation of Dispositions of Shares

Subject to the discussion below under “— Passive Foreign Investment Company Status ,” upon a sale, exchange or other taxable

disposition of the shares, you will realize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the disposition and your adjusted tax basis in the shares, as determined in U.S.

dollars as discussed below. Such gain or loss will be capital gain or loss, and will generally be long-term capital gain or loss if the shares have been held for more than one year. Long-term capital gain realized by a U.S. Holder that is an

individual generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.

If you sell or

otherwise dispose of our shares in exchange for currency other than U.S. dollars, the amount realized generally will be the U.S. dollar value of the currency received at the spot rate in effect on the date of sale or other disposition (or, if the

shares are traded on an established securities market at such time, in the case of cash basis and electing accrual basis U.S. holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the

spot exchange rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot exchange rates in effect on the date of the sale or other

disposition and the settlement date. You will generally have a tax basis in the currency received equal to the U.S. dollar value of the currency received at the spot rate in effect on the settlement date. Any currency gain or loss realized on the

settlement date or the subsequent sale, conversion or other disposition of the non-U.S. currency received for a different U.S. dollar amount generally will be U.S.-source ordinary income or loss, and will not

be eligible for the reduced tax rate applicable to long-term capital gains. If you are an accrual basis U.S. Holder that makes the election described in the first sentence of this paragraph, it must be applied consistently from year to year and

cannot be revoked without the consent of the IRS. U.S. Holders should consult their own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received in a sale or other disposition of the

shares.

Gain, if any, realized by a U.S. Holder on the sale or other disposition of the common shares or ADSs generally will be treated as U.S.

source income for U.S. foreign tax credit purposes. A U.S. Holder that is eligible for, and properly elects, the benefits of the Treaty, will generally not be subject to Korean withholding tax on capital gains. If you are not eligible for benefits

under the Treaty and are therefore subject to Korean withholding tax on capital gains, you generally will not be entitled to credit any Korean tax imposed on the sale or other disposition of the shares against your U.S. federal income tax liability,

except in the case of a U.S. Holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under temporary guidance and complies with the specific requirements set forth in such guidance.

Consequently, even if the withholding tax qualifies as a creditable tax, a U.S. Holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and

limitations) against tax due on other income treated as derived from foreign sources. If the Korean tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the shares even if the U.S. Holder has

elected to claim a foreign tax credit for other taxes in the same year.

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The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a

U.S. Holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the

December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of these

rules to their particular circumstances.

Deposits and withdrawals of our common shares by U.S. Holders in exchange for our ADSs will not result in

the realization of gain or loss for U.S. federal income tax purposes.

Passive Foreign Investment Company Status

Special U.S. tax rules apply to investors in companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if,

after applying certain look-through rules, either

•

75 percent or more of our gross income for the taxable year is passive income; or

•

the average percentage of the value of our assets that produce or are held for the production of passive income is at least

50 percent.

For this purpose, passive income generally includes dividends, interest, gains from certain commodities

transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income. Cash is generally considered a passive asset for these purposes. Goodwill is an active asset under the PFIC rules to the

extent attributable to activities that produce active income.

Based on our financial statements and our expectations about the nature and amount of

our income, assets and activities, and the market value of our equity, we do not expect to be a PFIC in our current taxable year. However, the determination whether we are a PFIC must be made annually after the close of each taxable year and based

on the facts and circumstances at that time, and therefore is subject to change. Because we will hold a substantial amount of cash following this offering, we may be or become a PFIC for any taxable year if the value of our goodwill and other

intangible assets that we believe should be treated as active assets are determined by reference to our market capitalization and our market capitalization fluctuates or declines considerably after this offering. Accordingly, there can be no

assurance that we will not be a PFIC for any year in which a U.S. Holder holds our shares.

If we are a PFIC for any taxable year and any entity in

which we own or are deemed to own equity interests is also a PFIC (a “Lower-tier PFIC”), a U.S. Holder will be deemed to own a proportionate amount (by value) of the shares of each Lower-tier PFIC and will be subject to U.S. federal

income tax according to the rules described in the next paragraph on (i) certain distributions by the Lower-tier PFIC and (ii) dispositions of shares of the Lower-tier PFIC, in each case as if the U.S. Holder held such shares directly,

even though the U.S. Holder will not receive any proceeds of those distributions or dispositions.

If we are classified as a PFIC, and a U.S. Holder

does not make a mark-to-market election as described below, the U.S. Holder will be subject to a special tax at ordinary income tax rates on “excess

distributions” (generally, any distributions that a U.S. Holder receives in a taxable year that are greater than 125 percent of the average annual distributions that such holder has received in the preceding three taxable years, or the

U.S. Holder’s holding period, if shorter), and gain that the U.S. Holder recognizes on the sale of the holder’s shares. Under these rules (a) the excess distribution or gain will be allocated ratably over the U.S. Holder’s

holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we are a PFIC will be

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taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for

that year, and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. If we are a PFIC for any taxable year during which a U.S. Holder owns our shares, we

will generally continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years during which the holder owns the shares, even if we cease to meet the threshold requirements for PFIC status, unless the holder makes a timely

“deemed sale” election, in which case any gain on the deemed sale will be taxed under the PFIC rules described above.

U.S. Holders may

be able to mitigate some of the unfavorable rules described in the preceding paragraph by electing to mark the shares they own to market, provided the shares are considered “marketable.” The shares will be marketable if they are

regularly traded on certain qualifying U.S. stock exchanges, including the Nasdaq, or on a foreign stock exchange that meets certain requirements. If a U.S. Holder makes this

mark-to-market election, the holder will be required in any year in which we are a PFIC to include as ordinary income the excess of the fair market value of the

holder’s shares at the end of the holder’s taxable year over the holder’s basis in those shares. If at the end of a U.S. Holder’s taxable year, the holder’s basis in the shares exceeds their fair market value, the U.S.

Holder will be entitled to deduct the excess as an ordinary loss, but only to the extent of the holder’s net mark-to-market gains from previous years. A U.S.

Holder’s adjusted tax basis in the shares will be adjusted to reflect any income or loss recognized under these rules. In addition, any gain a U.S. Holder recognizes upon the sale of the holder’s shares will be taxed as ordinary income

in the year of sale and any loss will be treated as an ordinary loss to the extent of the holder’s net mark-to-market gains from previous years. Once made, the

election cannot be revoked without the consent of the IRS unless the shares cease to be marketable. A mark-to-market election cannot be made with respect to any

Lower-tier PFIC unless the shares of such Lower-tier PFIC are themselves “marketable.” As a result, if a U.S. Holder makes a mark-to-market election with

respect to the shares they own, the holder could nevertheless be subject to the PFIC rules described in the preceding paragraph with respect to the holder’s indirect interest in any Lower-tier PFIC. Prospective investors should consult their

own tax adviser regarding the availability and advisability of making a mark-to-market election in their particular circumstances if we are a PFIC for any taxable year.

If we are a PFIC (or treated as a PFIC with respect to a U.S. Holder) for any taxable year in which we pay a dividend or the preceding taxable

year, the favorable tax rate described above with respect to dividends paid to certain non-corporate U.S. Holders will not apply.

A U.S. Holder that owns an equity interest in a PFIC generally must annually file IRS Form 8621, and may be required to file other IRS forms. A failure

to file one or more of these forms as required may toll the running of the statute of limitations in respect of each of the holder’s taxable years for which such form is required to be filed. As a result, the taxable years with respect to

which a U.S. Holder fails to file the form may remain open to assessment by the IRS indefinitely, until the form is filed.

Prospective investors

should consult their own tax advisor regarding the potential application of the PFIC rules to an investment in our shares.

Foreign Financial

Asset Reporting.

Individual U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of

US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets.

“Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S.

issuer that

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are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this

reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on objective criteria. U.S. Holders who fail to report the required information could

be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application

of these rules, including the application of the rules to their particular circumstances.

Backup Withholding and Information Reporting

Dividends paid to, and proceeds from a sale or other disposition by, a holder that is a “United States person” (as defined in

the Code) in respect of the shares generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the holder provides an accurate taxpayer identification number and makes any other

required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a holder will be allowed as a refund or credit against the holder’s U.S. federal

income tax liability, provided the required information is furnished to the IRS in a timely manner.

A holder that is not a “United States

person” may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.

Material Korean Tax Considerations

The following is a

summary of the principal Korean tax consequences to owners of the common shares or ADSs, as the case may be, who are non-resident individuals or non-Korean corporations

without a permanent establishment in Korea to which the relevant income is attributable or with which the relevant income is effectively connected (“Non-resident Holders”). The statements regarding

Korean tax laws set forth below are based on the laws in force and as interpreted by the Korean taxation authorities as of the date hereof. This summary is not exhaustive of all possible tax considerations which may apply to a particular investor

and potential investors are advised to satisfy themselves as to the overall tax consequences of the acquisition, ownership and disposition of the common shares or ADSs, including specifically the tax consequences under Korean law, the laws of the

jurisdiction of which they are resident, and any tax treaty between Korea and their country of residence, by consulting their own tax advisors.

Tax on Dividends

Dividends on the

common shares or ADSs paid (whether in cash or in shares) to a Non-resident Holder will be subject to Korean withholding taxes at the rate of 22.0% (including local income tax) or such lower rate as is

applicable under a treaty between Korea and such Non-resident Holder’s country of tax residence. Free distributions of shares representing a capitalization of certain capital surplus reserves may be

subject to Korean withholding taxes.

The tax is withheld by the payer of the dividend. While it is the payer that is required to withhold the tax,

Korean law generally entitles the person who was subject to the withholding of Korean tax to recover from the Government any part of the Korean tax withheld upon providing evidence that it was entitled to have tax withheld at a lower rate if certain

conditions are met.

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Tax on Capital Gains

As a general rule, capital gains earned by a Non-resident Holder upon transfer of the common shares or ADSs are

subject to Korean withholding tax at the lower of (1) 11.0% (including local income tax) of the gross proceeds realized or (2) 22.0% (including local income tax) of the net realized gains (subject to the production of satisfactory evidence of the

acquisition costs and certain direct transaction costs), unless exempt from Korean income taxation under the effective Korean tax treaty with the Non-resident Holder’s country of tax residence.

However, a Non-resident Holder will not be subject to Korean income taxation on capital gains realized upon the

sale of the common shares through the KRX KOSPI Market if the Non-resident Holder (1) has no permanent establishment in Korea and (2) did not or has not owned (together with any shares owned by any

entity with certain special relationship with such Non-resident Holder) 25.0% or more of the total issued shares of us at any time during the calendar year in which the sale occurs and during the five calendar

years prior to the calendar year in which the sale occurs.

It should be noted that capital gains earned by a

Non-resident Holder (regardless of whether such Non-resident Holder has a permanent establishment in Korea) from a transfer of ADSs outside Korea will generally be

exempt from Korean income taxation, provided that the ADSs are deemed to have been issued overseas. If and when an owner of the underlying common shares transfers the ADSs following the conversion of the underlying shares for ADSs, such person will

not be exempt from Korean income taxation.

Inheritance Tax and Gift Tax

Korean inheritance tax is imposed upon (1) all assets (wherever located) of the deceased if at the time of his death he was a tax resident of Korea

and (2) all property located in Korea which passes on death (irrespective of the domicile of the deceased). Gift tax is imposed in similar circumstances to the above. The taxes are imposed if the value of the relevant property is above a

certain limit and vary depending on the value of the property and the identity of the parties involved.

Under Korean inheritance and gift tax laws,

securities issued by a Korean corporation are deemed to be located in Korea irrespective of where they are physically located or by whom they are owned.

Securities Transaction Tax

Securities

transaction tax is imposed on the transfer of shares issued by a Korean corporation or the right to subscribe for such shares generally at the rate of 0.35% of the sales price. In the case of the transfer of shares listed on the KRX KOSPI Market

(such as our common shares), the securities transaction tax is imposed generally at the rate of (1) 0.20% of the sales price of such shares (including agricultural and fishery special surtax thereon) if traded on the KRX KOSPI Market or

(2) subject to certain exceptions, 0.35% of the sales price of such shares if traded outside the KRX KOSPI Market.

Securities transaction tax

or the agricultural and fishery special surtax is not applicable if the shares or rights to subscribe for shares are listed on a designated foreign stock exchange (e.g., the New York Stock Exchange or the Nasdaq Stock Market).

Securities transaction tax, if applicable, must be paid by the transferor of the shares or rights, in principle. When the transfer is effected through a

securities settlement company, such settlement company is generally required to withhold and pay (to the tax authority) the tax, and when such transfer is made through a financial investment company with a brokerage license only, such company is

required to withhold and pay the tax. Where the transfer is effected by a Non-resident Holder without

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a permanent establishment in Korea, other than through a securities settlement company or a financial investment company with a brokerage license, the transferee is required to withhold the

securities transaction tax. Failure to do so will result in the imposition of penalties equal to the sum of (1) between 10.0% to 60.0% of the tax amount due, depending on the nature of the improper reporting, and (2) 8.03% per annum on the

tax amount due for the default period.

Tax Treaties

Currently, Korea has income tax treaties with a number of countries, inter alia, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany,

Italy, Japan, Luxembourg, Ireland, the Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland, the United Kingdom and the United States under which the rate of withholding tax on dividend and interest is reduced, generally to between 5.0%

and 16.5% (including local income tax), and the tax on capital gains derived by a Non-resident Holder from the transfer of securities issued by a Korean company is often eliminated.

Each Non-resident Holder of common shares should inquire for itself whether it is entitled to the benefits of a

tax treaty with Korea. It is the responsibility of the party claiming the benefits of a tax treaty in respect of interest, dividend, capital gains or “other income” to submit to us (or our agent), the purchaser or the financial

investment company with a brokerage license, as the case may be, prior to or at the time of payment, such evidence of tax residence of the party claiming the treaty benefit as the Korean tax authorities may require in support of its claim for treaty

protection. In the absence of sufficient proof, we (or our agent), the purchaser or the financial investment company with a brokerage license, as the case may be, must withhold tax at the normal rates.

Furthermore, in order for a Non-resident Holder to obtain the benefits of tax exemption on certain Korean source

income (e.g., capital gains) under an applicable tax treaty, Korean tax law requires such Non-resident Holder (or its agent) to submit to the payer of such Korean source income an application for a tax

exemption along with the documents evidencing the beneficial owner of such Korean source income, including a certificate of tax residency of such Non-resident Holder issued by a competent authority of the Non-resident Holder’s country of tax residence, subject to certain exceptions. If a Non-resident Holder is seeking such tax exemption for an amount that is W 1 billion or more (including where the aggregate amount exempted within one year from the last day of the month in which the payment was made is

W 1 billion or more), Non-resident Holder will additionally be required to submit (i) the names

and addresses of all of the members of the board of directors, (ii) the identities and shareholding percentages of all of the shareholders (provided that if there are more than 100 shareholders, the

Non-resident Holder may instead provide a statement showing the total number of shareholders and the aggregate investment amount from each country) and (iii) financial statements (including the documents

attached to the financial statements), tax returns, or audit reports for the three most recent years submitted to the tax authorities of the Non-resident Holder’s country of residence (or, if the entity

has been in existence for less than three years, such documents since incorporation). These documents must generally be submitted along with a Korean translation, unless the Korean tax authority approves the submission of the original documents in

English. The payer of such Korean source income, in turn, is required to submit such application to the relevant district tax office by the ninth day of the month following the date of the first payment of such income. However, this treaty-based

filing requirement does not apply where the capital gains from the transfer of the common shares or ADSs are exempt from Korean taxation under Korean tax law, as described under “— Tax on Capital Gains” above.

For a Non-resident Holder to obtain the benefits of treaty-reduced tax rates on certain Korean source income

(e.g., dividend) under an applicable tax treaty, Korean tax law requires such Non-resident Holder (or its agents) to submit to the payer of such Korean source income an application for entitlement to reduced

tax rates along with the documents proving the beneficial owner of such

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Korean source income including a certificate of tax residency of such Non-resident Holder issued by a competent authority of the Non-resident Holder’s country of tax residence prior to receipt of such Korean source income. The payer of such Korean source income, in turn, is required to submit such application to the relevant district

tax office by the end of February of the year following the year in which the relevant income payment date falls. However, an owner of ADSs who is a Non-resident Holder is not required to submit such

application, if the Korean source income on the ADSs is paid through an account opened at the Korea Securities Depository to a foreign depository.

Subject to certain exceptions, where the Korean source income is paid to an overseas investment vehicle (which is not the beneficial owner of such

income) (“OIV”), a beneficial owner claiming the benefit of an applicable tax treaty with respect to the Korean source income must submit an application for a tax exemption or application for entitlement to reduced tax rates to such OIV,

which must submit an OIV report and a schedule of beneficial owners together with the applications collected from each beneficial owner to the withholding agent prior to the payment date of such Korean source income. Effective from January 1,

2022, an OIV is deemed to be a beneficial owner of the Korean source income if (i) under the applicable tax treaty, the OIV bears tax liabilities in the country in which it is established or the OIV is deemed to be the beneficial owner of the

Korean source income, and (ii) the Korean source income is eligible for the treaty benefits under the tax treaty. The benefits under a tax treaty between Korea and the country of such OIV’s residence will apply with respect to the

relevant income paid to such OIV, subject to certain application requirements as prescribed by the Corporate Income Tax Law or Individual Income Tax Law.

At present, Korea has not entered into any tax treaty relating to inheritance or gift tax.

THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF THE ADSs. HOLDERS ARE

ENCOURAGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES ARISING IN EACH PARTICULAR CASE.

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UNDERWRITING

In alphabetical order, each of BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities LLC

(collectively, the “Global Coordinators”) is acting as the global coordinator of the offering and as representative of the underwriters. Subject to the terms and conditions set forth in an underwriting agreement among us and the

underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of common shares represented by ADSs set forth opposite its name below.

Underwriter

Number

of ADSs

BofA Securities, Inc.

Citigroup Global Markets Inc.

Goldman Sachs (Asia) L.L.C.

J.P. Morgan Securities LLC

Cantor Fitzgerald & Co.

Mizuho Securities USA LLC

Needham & Company, LLC

Nomura Securities International, Inc.

RBC Capital Markets, LLC

Rosenblatt Securities Inc.

Stifel, Nicolaus & Company, Incorporated

Wedbush Securities Inc.

William Blair & Company, L.L.C.

WR Securities, LLC

Total

177,900,000

“Wolfe | Nomura Alliance” is the marketing name used by Wolfe Research Securities and Nomura

Securities International, Inc. in connection with certain equity capital markets activities conducted jointly by the firms. Both Nomura Securities International, Inc. and WR Securities, LLC are serving as underwriters in the offering described

herein. In addition, WR Securities, LLC and certain of its affiliates may provide sales support services, investor feedback, investor education, and/or other independent equity research services in connection with this offering.

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of

the common shares represented by ADSs sold under the underwriting agreement if any of these common shares represented by ADSs are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the

non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against

certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the common shares represented by ADSs, subject to prior sale, when, as and if issued to and accepted by them, subject to

approval of legal matters by their counsel, including the validity of the common shares and ADSs, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal

opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Sales of

any common shares represented by ADSs made outside of the United States may be made by affiliates of the underwriters.

The underwriters expect

to deliver the ADSs against payment in New York on or about , 2026, which will be the third business day following the pricing of the ADSs. Under Rule 15c6-1 under the

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Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, any purchasers who

wish to trade the ADSs prior to the delivery of the ADSs hereunder (i) will be required to specify alternate settlement arrangements at the time of any such trade to prevent a failed settlement and (ii) should consult their own advisors with respect

to conducting such trade.

Commissions

Each

representative has advised us that the underwriters propose initially to offer the common shares represented by ADSs to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price subject to a

concession or commission not in excess of US$      per ADS. After the initial offering, the public offering price, fee or any other term of the offering may be changed.

The following table shows the public offering price, underwriting discount and commissions, and proceeds, before expenses, to us.

Per ADS

Total

Public offering price

US$

US$

Underwriting discount and commissions

US$

US$

Proceeds, before expenses, to us

US$

US$

The expenses of the offering, not including the underwriting commissions, are estimated at US$19,469,456 and are

payable by us. We have agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority in an amount not to exceed US$225,000. The underwriters have agreed to reimburse us for

certain expenses relating to the offering, including printing expenses, in an amount not to exceed US$700,000.

No Over-Allotment Option

We will not grant the underwriters any over-allotment option to purchase additional       ADSs from us due to restrictions

under Korean law.

No Sales of Similar Securities

During

a period of 90 days from the date of this prospectus (the “restricted period”), we will not, without the prior written consent of the Global Coordinators, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any

transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by us or any of our affiliates or any person in

privity with us or any affiliate of our affiliates) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate

or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any common shares, ADSs or any securities convertible into, or exercisable, or exchangeable for, common shares or ADSs (collectively, the “lock-up securities”), or publicly announce an intention to effect any such transaction.

The

restrictions described above shall not apply to (A) the ADSs offered and sold hereunder, (B) common shares (including in the form of ADSs) issued, sold, transferred or otherwise disposed of pursuant to any employee stock option plan, stock

ownership plan, dividend reinvestment plan or equity-based compensation plan, or (C) common shares issued upon the conversion of securities or the exercise of warrants outstanding as of the date of this prospectus.

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In addition, certain of our affiliates (the

“lock-up parties”) may agree that, subject to certain exceptions, during the restricted period, they will not directly or indirectly, without the prior written consent of the Global Coordinators,

(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise transfer or dispose of any lock-up securities, owned now or acquired later by such lock-up party or for which such lock-up party later acquires the power of

disposition, (ii) request or demand that we file or make a confidential submission of a registration statement related to any lock-up securities, (iii) enter into any swap or any other agreement that

transfers, in whole or in part, the economic consequence of ownership of lock-up securities, whether any such swap or transaction is to be settled by delivery of common shares or ADSs or other securities, in

cash or otherwise, or (iv) publicly disclose the intention to do any of the actions described in clauses (i), (ii) and/or (iii) above.

Nasdaq Listing

We have applied to list the ADSs on the Nasdaq under the symbol “SKHY.” In order to meet the requirements for listing on that

exchange, the underwriters have undertaken to sell a minimum number of ADSs to a minimum number of beneficial owners as required by that exchange.

Before this offering, there has been no public market for the ADSs. The initial public offering price will be determined through negotiations between us

and each representative by reference to the last reported trading price of our common shares on the KRX KOSPI Market prior to the pricing date, subject to certain restrictions under Korean law in the event the initial public offering price is

determined at a discount from the trading price of our common shares on the KRX KOSPI Market (see “Korean Foreign Exchange Controls and Securities Regulations — Pricing of Newly Issued Shares”). On July 3, 2026, the last

reported trading price of our common shares on the KRX KOSPI Market was W 2,425,000 per common share (equivalent to approximately US$1,581.41 per

common share or US$158.14 per ADS, based on the exchange rate of W 1,533.44 per US$1.00, the noon buying rate in effect on June 26, 2026 as

quoted by the Federal Reserve Bank of New York in the United States). In addition to prevailing market conditions and the closing price of the common shares on the last KRX KOSPI Market trading date prior to the pricing date, the factors to be

considered in determining the initial public offering price are:

•

the valuation multiples of publicly traded companies that each representative believes to be comparable to us;

•

our financial information;

•

the history of, and the prospects for, our company and the industry in which we compete;

•

an assessment of our management, its past and present operations, and the prospects for, and timing of, our future

revenues;

•

the present state of our development;

•

the general condition of the securities markets at the time of this offering;

•

the information set forth in this prospectus and otherwise available to each representative;

•

the recent market prices of, and demand for, publicly traded common stock of generally comparable companies;

•

certain restrictions under Korean law; and

•

other factors deemed relevant by the underwriters and us.

In addition, the initial offering price is subject to requirements under Article 5-18 (Determination of the Issue Price for Paid-in Capital Increases)

of the Regulation on the Issuance and Disclosure, Etc. of Securities of Korea, which applies where a listed company conducts a paid-in capital increase through

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a third-party allotment. If the offering price is determined at a discount from the trading price, the discount rate is to be determined against a base price, which is generally the

volume-weighted arithmetic average of the share price (i.e., a price calculated by dividing the total value of such shares traded on the Korea Exchange during the relevant period by the total volume of such shares traded during such period) during

the period from the third trading day to the fifth trading day prior to the subscription date, which will be the closing date for this offering. The discount rate is generally required to be set within 10% for a third-party allotment under the above

regulation. Based on the position of the FSS, our issuance of new shares to the depositary for purposes of the offering is viewed as a third-party allotment, and therefore, the initial public offering price is subject to the above restrictions on

the discount rate, which could constrain the pricing flexibility of the offering.

An active trading market for the ADSs may not develop. It is also

possible that after the offering the ADSs will not trade in the public market at or above the initial public offering price.

Price Stabilization, Short

Positions and Penalty Bids

Until the distribution of the common shares represented by ADSs is completed, SEC rules may limit underwriters and

selling group members from bidding for and purchasing the common shares represented by ADSs. However, each representative may engage in transactions that stabilize the price of our common shares represented by ADSs, such as bids or purchases to peg,

fix or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common shares represented by ADSs in the

open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of common shares

represented by ADSs than they are required to purchase in the offering. Because we will not grant the underwriters any over-allotment option to purchase additional ADSs from us, the underwriters must close out any short position by purchasing common

shares represented by ADSs in the open market. Stabilizing transactions consist of various bids for or purchases of common shares represented by ADSs by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting

commissions received by it because each representative has repurchased common shares represented by ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or

maintaining the market price of the common shares represented by ADSs or preventing or retarding a decline in the market price of the common shares represented by ADSs. As a result, the price of common shares represented by ADSs may be higher than

the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the Nasdaq, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions

described above may have on the price of our common shares or ADSs. In addition, neither we nor any of the underwriters make any representation that each representative will engage in these transactions or that these transactions, once commenced,

will not be discontinued without notice.

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Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, a prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters

may agree to allocate a number of common shares or ADSs to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by each representative to underwriters and selling group

members that may make Internet distributions on the same basis as other allocations.

Other Relationships

The underwriters and their affiliates are full service financial institutions engaged in various activities, which may include sales and trading,

commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services.

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, a variety of these services in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary

fees and commissions for these transactions. For example, Citibank, N.A. has agreed to act as the depositary for the ADSs and will receive customary fees for services provided as the depositary. In addition, from time to time, certain of the

underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the

future.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of

investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities

may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial

instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Indications of Interest

Baillie Gifford Overseas Limited, acting on behalf of a number of its and its affiliates’ clients, investment funds managed by Coatue

Management, L.L.C., and Situational Awareness Partners LP (in alphabetical order), collectively comprising the Cornerstone Investors, have, severally and not jointly, indicated an interest in purchasing up to an aggregate of US$7 billion of the ADSs

offered in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase, any of the

Cornerstone Investors may determine to purchase more, fewer, or no ADSs in this offering, or the underwriters may determine to sell more, fewer, or no ADSs to any of the Cornerstone Investors. The underwriters will receive the same underwriting

discount on any ADSs purchased by the Cornerstone Investors as they will from the other ADSs sold to the public in this offering.

Selling Restrictions

No action may be taken in any jurisdiction other than the United States that would permit a public offering of the ADSs or the possession,

circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or

advertisements in connection with the ADSs may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or

jurisdiction.

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Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and

Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport

to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any

offer in Australia of the ADSs may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investor” (within the

meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the ADSs without disclosure to investors under Chapter 6D of the

Corporations Act.

The ADSs applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months

after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or

where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring ADSs must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any

particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives

and circumstances, and, if necessary, seek expert advice on those matters.

Bahamas

The ADSs may not be offered or sold in The Bahamas via a public offer. ADSs may not be offered or sold or otherwise disposed of in any way to any

person(s) deemed “resident” for exchange control purposes by the Central Bank of The Bahamas.

Bermuda

The ADSs may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the

sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under

applicable Bermuda legislation.

Brazil

The offer and sale of the ADSs have not been and will not be registered with the Brazilian Securities Commission ( Comiss&atilde;o de Valores

Mobili&aacute;rios , or “CVM”) and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under CVM Resolution No 160, dated July 13, 2022, as amended, or unauthorized distribution

under Brazilian laws and regulations. The ADSs will be authorized for trading on organized non-Brazilian securities markets and may only be offered to Brazilian professional investors (as defined by the

applicable CVM regulation), who may only acquire the ADSs through a non-Brazilian account, with settlement outside Brazil in non-Brazilian currency. The trading of these

ADSs on regulated securities markets in Brazil is prohibited.

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British Virgin Islands

The ADSs are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf

of the issuer. The ADSs may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands) (“BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI

Company entirely outside of the British Virgin Islands.

Canada

The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National

Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103

Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this

prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s

province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts, or NI 33-105, the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Cayman Islands

This prospectus

is not intended to constitute a public offer of the ADSs or common shares, whether by way of sale or subscription, in the Cayman Islands. No offer or invitation may be made to the public in the Cayman Islands to subscribe for or purchase the common

shares or any ADS. Each underwriter has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, any ADSs or common shares in the Cayman Islands.

Chile

These ADSs are privately

offered in Chile pursuant to the provisions of Law 18,045, the security market law of, and Norma De Car&aacute;cter General No. 336 (“Rule 336”), dated June 27, 2012, issued by the Superintendencia De Valores Y

Seguros De Chile (“SVS”), the securities regulator of Chile, to resident qualified investors that are listed in Rule 336 and further defined in Rule 216 of June 12, 2008 issued by the SVS.

Pursuant to Rule 336 the following information is provided in Chile to prospective resident investors in the offered securities:

1. The initiation of the offer in Chile is July 6, 2026.

2. The offer is subject to NCG 336 of June 27, 2012 issued by the Superintendencia De Valores Y Seguros De Chile (superintendency of securities and

insurance of Chile)

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3. The offer refers to securities that are not registered in the Registro De Valores (securities

registry) or the Registro De Valores Extranjeros (foreign securities registry) of the SVS and therefore:

a. The securities are not subject to the

oversight of the SVS; and

b. The issuer thereof is not subject to reporting obligation with respect to itself or the offered securities.

4. The securities may not be publicly offered in Chile unless and until they are registered in the securities registry of the SVS.

Dubai International Finance Center

This document relates to an Exempt Offer, as defined in the Offered Securities Rules module of the DFSA Rulebook, or the OSR, in accordance with the

Offered Securities Rules of the Dubai Financial Services Authority. This document is intended for distribution only to persons, as defined in the OSR, of a type specified in those rules. It must not be delivered to, or relied on by, any other

person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the

information set out in it, and has no responsibility for it. The ADSs to which this document relates may be illiquid and/or subject to restrictions on their resale.

Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of this document

you should consult an authorized financial adviser.

European Economic Area and the United Kingdom

In relation to the EU Prospectus Regulation (EU) 2017/1129 repealing Directive (2003/71/EC) (as amended, the “Prospectus Regulation”), as

implemented by the member states of the European Economic Area (each, a “Relevant State”), an offer to the public of any ADSs which are the subject of the offering contemplated by this prospectus may not be made in that Relevant State

unless the prospectus has been approved by the competent authority in such Relevant State or, where appropriate, approved by the competent authority of another Relevant State and notified to the competent authority in that Relevant State, all in

accordance with the Prospectus Regulation, except that an offer to the public in that Relevant State of any ADSs may be made at any time under the following exemptions under the Prospectus Regulation, as implemented in that Relevant State:

•

to “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation;

•

by the underwriters to fewer than 150 natural or legal persons (other than “qualified investors” as defined in

the Prospectus Regulation) subject to obtaining the prior consent of the underwriters for any such offer; or

•

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of ADSs shall result in a requirement for the publication by us or the underwriters of a prospectus pursuant to Article 3 of the

Prospectus Regulation, to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or to file an Annex IX document with the competent authority of that Relevant State and make such document available to the public pursuant to

Article 1(4) of the Prospectus Regulation.

Any person making or intending to make any offer of ADSs within the EEA should only do so in

circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such offer or to file an Annex IX document with the relevant competent authority and make such document available to the public. Neither we nor

the underwriters have authorized, nor do they authorize, the making of any offer of ADSs through any financial intermediary, other than offers made by the underwriters which constitute the final offering of ADSs contemplated in this prospectus.

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For the purposes of this provision, and your representation below, the expression an “offer of

ADSs to the public” in relation to any ADSs in any Relevant State means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and any ADSs to be offered, so as to enable an

investor to decide to purchase or subscribe for any ADSs, as the same may be varied in that Relevant State by any measure implementing the Prospectus Regulation in that Relevant State. This definition also applies to the placing of securities

through financial intermediaries.

Each person in a Relevant State who receives any communication in respect of, or who acquires any ADSs under, the

offer of ADSs contemplated by this prospectus will be deemed to have represented, warranted and agreed to and with us and each underwriter that:

•

it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation or the law in

that Relevant State implementing such provision (unless otherwise expressly disclosed to us and/or the relevant underwriter in writing); and

•

in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 5(1) of the

Prospectus Regulation, (i) the ADSs acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant State other than “qualified

investors” (within the meaning of the law in that Relevant State implementing Article 2(e) of the Prospectus Regulation or the law in that Relevant State implementing such provision), or in circumstances in which the prior consent of the

underwriters has been given to the offer or resale; or (ii) where ADSs have been acquired by it on behalf of persons in any Relevant State other than qualified investors, the offer of those ADSs to it is not treated under the Prospectus

Regulation as having been made to such persons.

No ADSs have been offered in the United Kingdom, except that an offer to the

public of any ADSs may be made in the United Kingdom at any time:

•

to any qualified investor as defined under paragraph 15 of Schedule 1 of the POATR;

•

to fewer than 150 persons (other than qualified investors as defined in Paragraph 15 of Schedule 1 of the POATR), subject

to obtaining the prior consent of underwriters for any such offer; or

•

in any other circumstances falling within Part I of Schedule 1 of the POATR.

For the purposes of this provision, the expression an “offer to the public” in relation to the ADSs in the United Kingdom means the

communication in any form and by any means of sufficient information on the terms of the offer and any ADS to be offered so as to enable an investor to decide to buy or subscribe for any ADSs and the expression “POATR” means the Public

Offers and Admissions to Trading Regulations 2024.

In addition, in the United Kingdom, this document is being distributed only to, and is directed

only at, and any offer subsequently made may only be directed at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the “Order”), (ii) who are high-net-worth entities falling within Article 49(2)(a) to (d) of the Order, and

(iii) any other persons to whom it may otherwise lawfully be communicated pursuant to the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United

Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons. Any person in the United Kingdom who is

not a relevant person should not act or rely on this prospectus or any of its contents.

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Hong Kong

The ADSs may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within

the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong

Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of

Hong Kong), and no advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of

which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to

“professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Indonesia

This prospectus does not,

and is not intended to, constitute a public offering in Indonesia under Law Number 8 of 1995 regarding Capital Market. This prospectus may not be distributed in the Republic of Indonesia and the ADSs may not be offered or sold in the Republic of

Indonesia or to Indonesian citizens wherever they are domiciled, or to Indonesia residents, in a manner which constitutes a public offering under the laws of the Republic of Indonesia.

Israel

In the State of Israel, the

ADSs offered hereby may not be offered to any person or entity other than the following:

•

a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in

Trust, 5754-1994, or a management company of such a fund;

•

a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management

company of such a fund;

•

an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, a banking entity or satellite entity,

as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•

a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the

Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•

a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the

Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;

•

a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the

type listed in Section 15A(b) of the Securities Law 1968;

•

an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;

•

a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of

investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);

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•

an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above

criteria; and

•

an entity, other than an entity formed for the purpose of purchasing the ADSs in this offering, in which the shareholders

equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess

of NIS 250 million.

Any offeree of the ADSs offered hereby in the State of Israel shall be required to submit written

confirmation that it falls within the scope of one of the above criteria. This prospectus will not be distributed or directed to investors in the State of Israel who do not fall within one of the above criteria.

Japan

No registration pursuant to

Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended), or the FIEL, has been made or will be made with respect to the solicitation of the application for the acquisition of the ADSs.

Accordingly, the ADSs have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or

to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for

re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration

requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

Korea

The ADSs are not being offered or sold and may not be offered or sold to persons located in or who are resident of Korea in this offering, and the

registration statement of which this prospectus forms a part may not be circulated or distributed, directly or indirectly, in Korea. Persons located in or who are resident of Korea will not be permitted to acquire, directly or indirectly, the ADSs

in this offering.

Kuwait

Unless

all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 “Regulating the Negotiation of Securities and Establishment of Investment Funds,” its Executive Regulations and the various

Ministerial Orders issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus

(including any related document), nor any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.

Malaysia

No prospectus or other

offering material or document in connection with the offer and sale of the ADSs has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets

and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or

sold, or be made the subject of an invitation for subscription or purchase, whether directly or

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indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a person who acquires the

ADSs, as principal, if the offer is on terms that the ADSs may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or

total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding

RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per

annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets

exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as

defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the ADSs is made by

a holder of a Capital Markets Services License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the

purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Mexico

The ADSs have not been and

will not be registered with the Mexican National Securities Registry (Registro Nacional de Valores, or the RNV) maintained by the Mexican National Banking and Securities Commission (Comisi&oacute;n Nacional Bancaria y de Valores, or the CNBV), and

therefore, may not be offered or sold publicly in Mexico or otherwise be subject to intermediation activities in Mexico; however, the ADSs may only be offered and sold in Mexico on a private placement basis to investors that qualify as institutional

or qualified investors pursuant to the private placement exemption set forth in Article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. The information contained in this prospectus is solely our

responsibility and has not been reviewed or authorized by the CNBV and may not be publicly distributed in Mexico. In making an investment decision, all investors, including any Mexican investor, who may acquire the ADSs from time to time, must rely

on their own examination of the Company and the terms of this offering, including the merits and risks involved.

Monaco

The ADSs may not be offered or sold, directly or indirectly, to the public in Monaco other than by a Monaco Bank or a duly authorized Monegasque

intermediary acting as a professional institutional investor which has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of an investment in us. Consequently, this prospectus and its

contents may only be communicated to (i) banks, and (ii) portfolio management companies duly licensed by the “Commission de Contr&ocirc;le des Activit&eacute;s Financi&egrave;res” by virtue of Law n&deg; 1.338, of

September 7, 2007, and authorized under Law n&deg; 1.144 of July 26, 1991. Such regulated intermediaries may in turn communicate this prospectus to potential investors under their own liability.

New Zealand

This document has not

been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the “FMA Act”). The ADSs may only be

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offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

•

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

•

meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

•

is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

•

is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

•

is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

People’s Republic of China

This

prospectus may not be circulated or distributed in the PRC and the ADSs may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of

the PRC except pursuant to applicable laws and regulations of the PRC. This paragraph does not apply to Taiwan and the special administrative regions of Hong Kong and Macau.

Qatar

In the State of Qatar, the

offer contained herein is made on an exclusive basis to the specifically intended recipient thereof, upon that person’s request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of

securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar

Financial Center Regulatory Authority or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties in Qatar on a need to know basis for the purpose of evaluating the contained

offer. Any distribution of this prospectus by the recipient to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.

Saudi Arabia

This prospectus may not

be distributed in the Kingdom except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness

of this prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence

on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus you should consult an authorized financial adviser.

Singapore

This prospectus has not

been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be

circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under

Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified

in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

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Where the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person

which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which

is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of

the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred

within six months after that corporation or that trust has acquired the ADSs pursuant to an offer made under Section 275 of the SFA, except:

•

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising

from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

•

where no consideration is or will be given for the transfer;

•

where the transfer is by operation of law;

•

as specified in Section 276(7) of the SFA; or

•

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)

Regulations 2005 of Singapore.

South Africa

Due to restrictions under the securities laws of South Africa, no “offer to the public” (as such term is defined in the South African

Companies Act, No. 71 of 2008 (as amended or re-enacted) (the “South African Companies Act”) is being made in connection with the issue of the ADSs in South Africa. Accordingly, this document

does not, nor is it intended to, constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed

with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. The ADSs are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person

with an address in South Africa, unless one or other of the following exemptions stipulated in section 96 (1) applies:

Section 96

(1) (a) the offer, transfer, sale, renunciation or delivery is to:

(i) persons whose ordinary business, or part of whose ordinary

business, is to deal in securities, as principal or agent;

(ii) the South African Public Investment Corporation;

(iii) persons or entities regulated by the Reserve Bank of South Africa;

(iv) authorized financial service providers under South African law;

(v) financial institutions recognized as such under South African law;

(vi) a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorized portfolio

manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law);

(vii)

any combination of the person in (i) to (vi); or

Section 96 (1) (b) the total contemplated acquisition cost of the securities,

for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may

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be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.

Information made available in this prospectus should not be considered as “advice” as defined in the South African Financial Advisory and

Intermediary Services Act, 2002.

Switzerland

The ADSs may not be offered or sold to any investors in Switzerland other than on a non-public basis. This

prospectus does not constitute a prospectus within the meaning of Article 652a and Art. 1156 of the Swiss Code of Obligations (Schweizerisches Obligationenrecht). Neither this offering nor the ADSs have been or will be approved by any Swiss

regulatory authority.

Taiwan

The

ADSs have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in

circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or

entity in Taiwan has been authorized to offer or sell the ADSs in Taiwan through a public offering or in such an offering that require registration, filing or approval of the Financial Supervisory Commission of Taiwan except pursuant to the

applicable laws and regulations of Taiwan and the competent authority’s ruling thereunder.

Thailand

This prospectus does not, and is not intended to, constitute a public offering in Thailand. The ADSs may not be offered or sold to persons in Thailand,

unless such offering is made under the exemptions from approval and filing requirements under applicable laws, or under circumstances which do not constitute an offer for sale of the shares to the public for the purposes of the Securities and

Exchange Act of 1992 of Thailand, nor require approval from the Office of the Securities and Exchange Commission of Thailand.

United Arab

Emirates

The ADSs have not been offered or sold, and will not be offered or sold, directly or indirectly, in the United Arab Emirates,

except: (1) in compliance with all applicable laws and regulations of the United Arab Emirates; and (2) through persons or corporate entities authorized and licensed to provide investment advice and/or engage in brokerage activity and/or

trade in respect of foreign securities in the United Arab Emirates. The information contained in this prospectus does not constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal

Law No. 8 of 1984 (as amended)) or otherwise and is not intended to be a public offer and is addressed only to persons who are sophisticated investors.

Vietnam

This offering of ADSs has not

been and will not be registered with the State Securities Commission of Vietnam under the Law on Securities of Vietnam and its guiding decrees and circulars. The ADSs will not be offered or sold in Vietnam through a public offering and will not be

offered or sold to Vietnamese persons other than those who are licensed to invest in offshore securities under the Law on Investment of Vietnam.

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EXPENSES OF THE OFFERING

We estimate that our expenses in connection with this offering, other than underwriting discount and commissions, will be as follows:

Amount (US$)

Expenses:

SEC registration fee

4,169,606

Nasdaq listing fee

325,000

FINRA filing fee

224,850

Legal fees and expenses

4,500,000

Accounting fees and expenses

4,750,000

Miscellaneous costs

5,500,000

Total

19,469,456

All amounts in the table are estimates except the SEC registration fee, the Nasdaq listing fee and the FINRA

filing fee. The underwriters have agreed to bear certain expenses in connection with this offering, including printing expenses.

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LEGAL MATTERS

Certain matters of U.S. federal and New York State law will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, and for the

underwriters by Paul Hastings LLP. Certain matters of Korean law will be passed upon for us by Shin & Kim LLC and for the underwriters by Kim & Chang.

EXPERTS

The

Audited Financial Statements have been included herein and in the registration statement in reliance upon the report of KPMG Samjong Accounting Corp., independent registered public accounting firm, appearing elsewhere herein, and upon the authority

of said firm as experts in accounting and auditing.

The registered business address of KPMG Samjong Accounting Corp. is 27th Floor, Gangnam Finance

Center, 152 Teheran-ro, Gangnam-gu, Seoul, 06236, Korea.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a corporation organized under the laws of Korea. A majority of our directors and officers and

certain other persons named in this prospectus reside in Korea, and a significant portion of the assets of the directors and officers and certain other persons named in this prospectus and a substantial majority of our assets are located in Korea.

As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against any of them in the United States court judgments obtained in U.S. courts, including judgments

predicated upon the civil liability provisions of the securities laws of the United States or any State or territory within the United States. There is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement

of judgments of U.S. courts, of civil liabilities predicated on the securities laws of the United States or any State or territory within the United States.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-1 (including amendments and exhibits to the

registration statement) under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration

statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the

copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. Each statement regarding a contract, agreement or other document is qualified

in its entirety by reference to the actual document.

Upon completion of this offering, we will be subject to the informational requirements of the

Exchange Act that are applicable to foreign private issuers. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy

statements, and our executive officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to

file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC within four months after the end of each

fiscal year (which is currently four months from December 31, the end of our fiscal year), or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements,

which will be examined and reported on with an opinion expressed by an independent public accounting firm.

As a foreign private issuer, we are also

exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the

anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 of the Exchange Act. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required

by U.S. domestic reporting companies, our shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount and at the same time as information is received from, or provided

by, U.S. domestic reporting companies.

We also maintain an investor website at www.skhynix.com. Our website and the information contained

therein or connected thereto will not be deemed to be incorporated into the prospectus or the registration statement of which this prospectus forms a part, and you should not rely on any such information in making your decision whether to purchase

the ADSs.

We will send the depositary a copy of all notices of shareholders’ meetings and other reports, communications and information

that are made generally available to shareholders. The depositary has agreed to mail to all shareholders a notice containing the information (or a summary of the information) contained in any notice of a meeting of our shareholders received by the

depositary and will make available to all shareholders such notices and all such other reports and communications received by the depositary.

194

Table of Contents

You may request a copy of our SEC filings, at no cost, by contacting us at the number or address

specified below.

SK hynix Inc. Investor Relations

SK U-Tower, 9, Seongnam-daero 343 beon-gil,

Bundang-gu,

Seongnam-si,

Gyeonggi-do 13558, Korea

+82 (31) 5185-4114

ir@skhynix.com

195

Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Pages

Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Statements of Financial Position

F-4

Consolidated Statements of Comprehensive Income (Loss)

F-6

Consolidated Statements of Changes in Equity

F-7

Consolidated Statements of Cash Flows

F-10

Notes to the Consolidated Financial Statements

F-11

Condensed Consolidated Interim Financial Statements

Condensed Consolidated Interim Statements of Financial Position

F-89

Condensed Consolidated Interim Statements of Comprehensive Income

F-91

Condensed Consolidated Interim Statements of Changes in Equity

F-92

Condensed Consolidated Interim Statements of Cash Flows

F-94

Notes to the Condensed Consolidated Interim Financial Statements

F-95

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

SK hynix Inc.:

Opinion on the Consolidated Financial Statements

We have audited the

accompanying consolidated statements of financial position of SK hynix Inc. and subsidiaries (the “Group”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), changes in equity, and

cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with International Financial Reporting Standards (IFRS) Accounting Standards, as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board

(PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a

matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the

consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken

as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Timing of commencement of depreciation for machinery

As discussed in Note 2

(11) and Note 12 to the consolidated financial statements, as of December 31, 2025, the Group’s machinery (presented in property, plant and equipment) amounted to

W 39,560,170 million. During the year ended December 31, 2025, the Group commenced depreciation of machinery amounting to W 17,618,705 million. The Group begins depreciating machinery when the asset is ready for its intended use.

F-2

Table of Contents

We identified the timing of commencement of depreciation for machinery as a critical audit matter. Evaluating the

commencement of depreciation required subjective auditor judgment, as the nature of supporting documentation varies depending on the type of machinery. This included determining, for each type of machinery, the nature and extent of audit evidence

obtained on when machinery is ready for its intended use.

The following are the primary procedures we performed to address this critical audit matter. We applied

auditor judgment to determine the nature and extent of procedures to be performed for each type of machinery.

•

We evaluated the design and tested the operating effectiveness of certain internal controls related to the process of

machinery (including Construction In Progress, or CIP) management, including the controls over determination of when machinery is ready for its intended use.

•

We evaluated the timing of when the machinery was ready for its intended use, for a sample of machinery which were ready

for its intended use during the year, by inspecting supporting evidence, including internal inspection reports and installation completion documents.

•

For a sample of CIP projects that exceeded their expected completion dates as of year-end, we inspected relevant supporting

documentation to assess the appropriateness of whether the assets were ready for intended use as of the year-end.

•

We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the

appropriateness of the nature and extent of such evidence.

/s/ KPMG Samjong Accounting Corp.

KPMG Samjong Accounting Corp.

We have served as the Group’s auditor since

2022.

Seoul, Korea

May 7, 2026

F-3

Table of Contents

SK hynix Inc. and Subsidiaries

Consolidated Statements of Financial Position

December 31, 2025 and 2024

(In millions of Korean won)

Notes

2025

2024

Assets

Current assets

Cash and cash equivalents

5,6

W

14,923,766

W

11,205,117

Short-term financial instruments

5,6,7

14,679,719

2,382,010

Short-term investment assets

5,6

5,338,768

569,236

Trade receivables, net

5,6,8,31

18,199,078

13,019,006

Loans and other receivables, net

5,6,8,31

386,343

293,061

Other financial assets

5,6,7,21

195,259

45,309

Inventories, net

9

14,289,390

13,313,937

Current tax assets

67,715

57,467

Other current assets

10

1,378,035

1,393,744

69,458,073

42,278,887

Non-current assets

Investments in associates and joint ventures

11

1,320,927

1,940,663

Long-term investment assets

5,6

14,547,099

4,041,276

Loans and other receivables, net

5,6,8,31

420,036

444,286

Other financial assets

5,6,7,21

1,114,462

346,749

Property, plant and equipment, net

12,32

77,502,704

60,157,474

Right-of-use assets,

net

13,31

2,336,457

2,486,871

Intangible assets, net

14

4,049,402

4,018,847

Investment property, net

188

200

Deferred tax assets

20,29

3,660,493

2,811,559

Employee benefit assets

19

1,552,888

1,154,255

Other non-current assets

10

144,930

174,142

106,649,586

77,576,322

Total assets

W

176,107,659

W

119,855,209

See accompanying notes to the consolidated financial statements.

F-4

Table of Contents

SK hynix Inc. and Subsidiaries

Consolidated Statements of Financial Position, Continued

December 31,

2025 and 2024

(In millions of Korean won)

Notes

2025

2024

Liabilities

Current liabilities

Trade payables

5,6,31

W

2,848,455

W

2,277,347

Other payables

5,6,31,32

6,434,144

6,967,013

Other non-trade payables

5,6,15,31

6,283,111

3,983,543

Borrowings

5,6,16,31,32

8,161,757

5,252,238

Other financial liabilities

5,6,21,31

4,913,879

1,741,587

Provisions

18

228,937

270,235

Current tax liabilities

7,023,813

3,083,950

Lease liabilities

5,6,13,31

547,296

588,355

Other current liabilities

17

937,607

801,176

37,378,999

24,965,444

Non-current liabilities

Long-term other payables

5,6

375,141

477,027

Other non-trade payables

5,6,15,31

19,970

51,897

Borrowings

5,6,16,32

14,086,148

17,431,495

Other financial liabilities

5,6,21

2,487

5,909

Defined benefit liabilities, net

19

66,144

68,090

Deferred tax liabilities

20

248,395

217,852

Lease liabilities

5,6,13,31

1,962,647

2,180,021

Other non-current liabilities

17

1,300,977

541,770

18,061,909

20,974,061

Total liabilities

55,440,908

45,939,505

Equity

Equity attributable to owners of the Parent Company

Capital stock

22

3,657,652

3,657,652

Capital surplus

22

8,953,714

4,487,123

Other equity

22,34

(1,348,598

)

(2,191,549

)

Accumulated other comprehensive income

22

2,676,862

2,532,107

Retained earnings

23

106,576,548

65,418,061

Total equity attributable to owners of the Parent Company

120,516,178

73,903,394

Non-controlling interests

150,573

12,310

Total equity

120,666,751

73,915,704

Total liabilities and equity

W

176,107,659

W

119,855,209

See accompanying notes to the consolidated financial statements.

F-5

Table of Contents

SK hynix Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

Years ended December 31, 2025, 2024 and 2023

(In millions of Korean won, except per share information)

Notes

2025

2024

2023

Revenue

4,24,31

W

97,146,675

W

66,192,960

W

32,765,719

Cost of sales

26,31

38,455,885

34,364,814

33,299,167

Gross profit (loss)

58,690,790

31,828,146

(533,448

)

Selling and administrative expenses

25,26

5,018,834

3,924,486

3,446,158

Research and development expenses

25,26

6,465,637

4,436,341

3,750,707

Finance income

5,27

16,373,480

4,855,082

2,261,801

Finance expenses

5,27

12,504,998

5,707,997

6,093,167

Share of profit (loss) of equity-accounted investees

11

(564,553

)

(38,245

)

15,061

Other income

28

333,277

1,476,579

623,867

Other expenses

28

377,973

167,388

735,065

Profit (loss) before income tax

50,465,552

23,885,350

(11,657,816

)

Income tax expense (benefits)

29

7,517,650

4,088,448

(2,520,269

)

Profit (loss) for the year

W

42,947,902

W

19,796,902

W

(9,137,547

)

Other comprehensive income (loss)

Item that will never be reclassified to profit or loss:

Remeasurements of defined benefit liability, net of tax

19

(79,633

)

(273,610

)

(17,944

)

Items that are or may be reclassified to profit or loss:

Foreign operations – foreign currency translation differences, net of tax

173,701

1,374,587

132,561

Gain (loss) on valuation of derivatives, net of tax

21

2,118

637

(22,414

)

Equity-accounted investees – share of other comprehensive income (loss), net of tax

11

(26,740

)

145,906

7,848

Other comprehensive income for the year, net of tax

69,446

1,247,520

100,051

Total comprehensive income (loss) for the year

W

43,017,348

W

21,044,422

W

(9,037,496

)

Profit (loss) attributable to:

Owners of the Parent Company

W

42,919,287

W

19,788,681

W

(9,112,428

)

Non-controlling interests

28,615

8,221

(25,119

)

Total comprehensive income (loss) attributable to:

Owners of the Parent Company

W

42,984,408

W

21,033,123

W

(9,014,999

)

Non-controlling interests

32,940

11,299

(22,497

)

Earnings (loss) per share

30

Basic earnings (loss) per share (in won)

W

62,044

W

28,732

W

(13,244

)

Diluted earnings (loss) per share (in won)

W

60,378

W

28,419

W

(13,244

)

See accompanying notes to the consolidated financial statements

F-6

Table of Contents

SK hynix Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

Years ended December 31, 2025, 2024 and 2023

(In millions of Korean won)

Attributable to owners of the Parent Company

Notes

Capital

stock

Capital

surplus

Other

equity

Accumulated

other

comprehensive

income (loss)

Retained

earnings

Total

Non-

controlling

interests

Total equity

Balance at January 1, 2023

W

3,657,652

W

4,336,170

W

(2,311,409

)

W

898,682

W

56,685,260

W

63,266,355

W

24,187

W

63,290,542

Comprehensive income (loss):

Loss for the year

—

—

—

—

(9,112,428

)

(9,112,428

)

(25,119

)

(9,137,547

)

Other comprehensive income (loss)

Remeasurements of defined benefit liability, net of tax

19

—

—

—

—

(17,944

)

(17,944

)

—

(17,944

)

Other comprehensive income of associate, net of tax

11

—

—

—

7,848

—

7,848

—

7,848

Gain (Loss) on valuation of derivatives, net of tax

21

—

—

—

(22,414

)

—

(22,414

)

—

(22,414

)

Foreign currency translation differences for foreign operations, net of tax

—

—

—

129,939

—

129,939

2,622

132,561

Total comprehensive income (loss) for the year

—

—

—

115,373

(9,130,372

)

(9,014,999

)

(22,497

)

(9,037,496

)

Transactions with owners of the Parent Company:

Dividends paid

23

—

—

—

—

(825,575

)

(825,575

)

—

(825,575

)

Disposal of treasury shares

22

—

13,566

27,798

—

—

41,364

—

41,364

Share-based payment transactions

34

—

25,291

14,317

—

—

39,608

4,530

44,138

Issue of shares of subsidiaries and changes in ownership in the subsidiaries

—

(2,468

)

—

—

—

(2,468

)

(6,753

)

(9,221

)

Total transactions with owners of the Parent Company

—

36,389

42,115

—

(825,575

)

(747,071

)

(2,223

)

(749,294

)

Balance at December 31, 2023

W

3,657,652

W

4,372,559

W

(2,269,294

)

W

1,014,055

W

46,729,313

W

53,504,285

W

(533

)

W

53,503,752

See accompanying notes to the consolidated

financial statements.

F-7

Table of Contents

SK hynix Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

Years ended December 31,

2025, 2024 and 2023, Continued

(In millions of Korean won)

Attributable to owners of the Parent Company

Notes

Capital

stock

Capital

surplus

Other

equity

Accumulated

other

comprehensive

income (loss)

Retained

earnings

Total

Non-

controlling

interests

Total equity

Balance at January 1, 2024

W

3,657,652

W

4,372,559

W

(2,269,294

)

W

1,014,055

W

46,729,313

W

53,504,285

W

(533

)

W

53,503,752

Comprehensive income (loss):

Profit for the year

—

—

—

—

19,788,681

19,788,681

8,221

19,796,902

Other comprehensive income (loss)

Remeasurements of defined benefit liabilities, net of tax

19

—

—

—

—

(273,610

)

(273,610

)

—

(273,610

)

Other comprehensive income of associate, net of tax

11

—

—

—

145,906

—

145,906

—

145,906

Gain on valuation of derivatives, net of tax

21

—

—

—

637

—

637

—

637

Foreign currency translation differences for foreign operations, net of tax

—

—

—

1,371,509

—

1,371,509

3,078

1,374,587

Total comprehensive income for the year

—

—

—

1,518,052

19,515,071

21,033,123

11,299

21,044,422

Transactions with owners of the Parent Company:

Dividends paid

23

—

—

—

—

(826,323

)

(826,323

)

—

(826,323

)

Disposal of treasury shares

22

—

75,995

51,313

—

—

127,308

—

127,308

Share-based payment transactions

34

—

38,569

26,432

—

—

65,001

(4,488

)

60,513

Issue of shares of subsidiaries and changes in ownership in the subsidiaries

—

—

—

—

—

—

6,032

6,032

Total transactions with owners of the Parent Company

—

114,564

77,745

—

(826,323

)

(634,014

)

1,544

(632,470

)

Balance at December 31, 2024

W

3,657,652

W

4,487,123

W

(2,191,549

)

W

2,532,107

W

65,418,061

W

73,903,394

W

12,310

W

73,915,704

See accompanying notes to the consolidated

financial statements.

F-8

Table of Contents

SK hynix Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

Years ended December 31,

2025, 2024 and 2023, Continued

(In millions of Korean won)

Attributable to owners of the Parent Company

Notes

Capital

stock

Capital

surplus

Other

equity

Accumulated

other

comprehensive

income (loss)

Retained

earnings

Total

Non-

controlling

interests

Total equity

Balance at January 1, 2025

W

3,657,652

W

4,487,123

W

(2,191,549

)

W

2,532,107

W

65,418,061

W

73,903,394

W

12,310

W

73,915,704

Comprehensive income (loss):

Profit for the year

—

—

—

—

42,919,286

42,919,286

28,616

42,947,902

Other comprehensive income (loss)

Remeasurements of defined benefit liabilities, net of tax

19

—

—

—

—

(79,633

)

(79,633

)

—

(79,633

)

Other comprehensive loss of associate, net of tax

11

—

—

—

(26,740

)

—

(26,740

)

—

(26,740

)

Gain on valuation of derivatives, net of tax

21

—

—

—

2,118

—

2,118

—

2,118

Foreign currency translation differences for foreign operations, net of tax

—

—

—

169,377

—

169,377

4,324

173,701

Total comprehensive income for the year

—

—

—

144,755

42,839,653

42,984,408

32,940

43,017,348

Transactions with owners of the Parent Company:

Changes in ownership in subsidiaries

—

73,008

—

—

—

73,008

—

73,008

Dividends paid

23

—

—

—

—

(1,681,166

)

(1,681,166

)

—

(1,681,166

)

Disposal of treasury shares

22

—

4,313,106

714,992

—

—

5,028,098

—

5,028,098

Changes in consolidation scope

—

—

—

—

—

—

446

446

Share-based payment transactions

20,34

—

80,477

127,959

—

—

208,436

104,877

313,313

Total transactions with owners of the Parent Company

—

4,466,591

842,951

—

(1,681,166

)

3,628,376

105,323

3,733,699

Balance at December 31, 2025

W

3,657,652

W

8,953,714

W

(1,348,598

)

W

2,676,862

W

106,576,548

W

120,516,178

W

150,573

W

120,666,751

See accompanying notes to the consolidated financial statements.

F-9

Table of Contents

SK hynix Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years ended

December 31, 2025, 2024 and 2023

(In millions of Korean won)

Note

2025

2024

2023

Cash flows from operating activities

Cash generated from operating activities

33

W

58,904,432

W

31,250,846

W

6,688,866

Interest received

337,982

322,960

198,872

Interest paid

(938,849

)

(1,276,564

)

(1,261,540

)

Dividends received

960,716

50,731

35,935

Income tax paid

(5,891,155

)

(552,088

)

(1,383,942

)

Net cash provided by operating activities

53,373,126

29,795,885

4,278,191

Cash flows from investing activities

Decrease in short-term financial instruments

6,513,772

1,499,026

1,409,187

Increase in short-term financial instruments

(18,804,330

)

(3,370,863

)

(1,469,396

)

Decrease (increase) in short-term investment assets, net

(4,552,604

)

457,163

199,912

Collection of loans and other receivables

32,880

38,222

47,564

Increase in loans and other receivables

(178,331

)

(47,704

)

(251,498

)

Proceeds from disposal of long-term investment assets

1,233,030

2,373

18,279

Acquisitions of long-term investment assets

(33,956

)

(19,460

)

(30,537

)

Decrease in other financial assets

115,091

57

577

Increase in other financial assets

(1,105,649

)

(109,646

)

(5,358

)

Proceeds from disposal of property, plant and equipment

144,828

47,126

1,539,825

Acquisitions of property, plant and equipment

(27,518,924

)

(15,945,534

)

(8,325,138

)

Proceeds from disposal of intangible assets

2,142

19,703

484

Acquisitions of intangible assets

(1,060,419

)

(717,106

)

(454,710

)

Proceeds from disposal of investments in associates

16,875

22,510

8,847

Acquisitions of investments in associates

(9,000

)

(25,859

)

(22,765

)

Proceeds from disposal of assets held for sale

85,216

145,355

—

Cash outflow from business combination

32

(3,079,783

)

—

—

Receipt of government grants

144,911

—

—

Net cash used in investing activities

(48,054,251

)

(18,004,637

)

(7,334,727

)

Cash flows from financing activities

Proceeds from borrowings

33

8,183,735

8,717,964

20,657,967

Repayment of borrowings

33

(7,416,131

)

(16,093,621

)

(13,689,433

)

Payment of lease liabilities

33

(596,465

)

(601,821

)

(461,466

)

Dividends paid

(1,681,166

)

(826,323

)

(825,575

)

Exercise stock-options

—

—

53

Issue of shares by subsidiaries and changes in ownership in subsidiaries

—

6,032

(9,220

)

Proceeds from disposal of treasury shares

65,035

93,829

24,519

Net cash provided by (used in) financing activities

(1,444,992

)

(8,703,940

)

5,696,845

Effects of exchange rate changes on cash and cash equivalents

(155,234

)

530,480

(29,987

)

Net increase in cash and cash equivalents

3,718,649

3,617,788

2,610,322

Cash and cash equivalents at the beginning of the year

11,205,117

7,587,329

4,977,007

Cash and cash equivalents at the end of the year

W

14,923,766

W

11,205,117

W

7,587,329

See accompanying notes to the consolidated financial statements.

F-10

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31, 2025, 2024 and 2023

1. General Information

(1)

General information about SK hynix Inc. (the “Parent Company”) and its subsidiaries (collectively the

“Group”) is as follows:

The Parent Company manufactures, distributes, and sells semiconductor products. The Parent Company was

established on October 15, 1949 and its shares have been listed on the Korea Exchange since 1996. The Parent Company’s headquarter is located at 2091 Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do, South Korea, and the Group has

manufacturing facilities in Icheon-si and Cheongju-si, South Korea, and Wuxi, Chongqing and Dalian, China.

As of

December 31, 2025 and 2024, the shareholders of the Parent Company are as follows:

Shareholder

Number of shares

Percentage

of ownership

(%)

2025

2024

2025

2024

SK Square Co., Ltd.

146,100,000

146,100,000

20.07

20.07

Other investors

555,591,520

542,938,731

76.32

74.58

Treasury shares 1

26,310,845

38,963,634

3.61

5.35

728,002,365

728,002,365

100.00

100.00

1

Treasury shares include 8,932,547 shares deposited with the Korea Securities Depository due to the issuance of

exchangeable bonds. Excluding these, the number of treasury shares is 17,378,298 (equivalent to 2.39% of ownership interest) as of December 31, 2025.

The Parent Company’s common shares and depositary receipts (DRs) are listed on the Stock Market of Korea Exchange and the Luxembourg Stock Exchange, respectively.

F-11

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

1. General Information,

Continued

(2)

Details of the Group’s consolidated subsidiaries as of December 31, 2025 and 2024 are as follows:

Ownership

(%)

Company

Controlling company

Location

Business

2025

2024

SK hyeng Inc.

SK hynix Inc.

Korea

Construction and service

100

100

SK hystec Inc.

SK hynix Inc.

Korea

Business support and service

100

100

Happymore Inc.

SK hynix Inc.

Korea

Semiconductor apparel manufacturing, baking and services

100

100

SK hynix system ic Inc.

SK hynix Inc.

Korea

Semiconductor research and development and business support

100

100

HappyNarae Co., Ltd.

SK hynix Inc.

Korea

Industrial material supply

100

100

SK Keyfoundry Inc.

SK hynix Inc.

Korea

Semiconductor sales, manufacturing and others

100

100

SK hynix America Inc.

SK hynix Inc.

U.S.A

Semiconductor sales

100

100

SK hynix Deutschland GmbH

SK hynix Inc.

Germany

Semiconductor sales

100

100

SK hynix Asia Pte. Ltd.

SK hynix Inc.

Singapore

Semiconductor sales

100

100

SK hynix Semiconductor Hong Kong Ltd.

SK hynix Inc.

Hong Kong

Semiconductor sales

100

100

SK hynix U.K. Ltd.

SK hynix Inc.

U.K.

Semiconductor sales

100

100

SK hynix Semiconductor Taiwan Inc.

SK hynix Inc.

Taiwan

Semiconductor sales

100

100

SK hynix Japan Inc.

SK hynix Inc.

Japan

Semiconductor sales

100

100

SK hynix (Wuxi) Semiconductor Sales Ltd.

SK hynix Inc.

China

Semiconductor sales

100

100

SK hynix Semiconductor (China) Ltd.

SK hynix Inc.

China

Semiconductor manufacturing

100

100

SK hynix memory solutions Taiwan Ltd.

SK hynix Inc.

Taiwan

Semiconductor research and development

100

100

SK APTECH Ltd.

SK hynix Inc.

Hong Kong

Overseas investment

100

100

SK hynix Ventures Hong Kong Ltd.

SK hynix Inc.

Hong Kong

Overseas investment

100

100

Gauss Labs Inc. 1

SK hynix Inc.

U.S.A

Information and Communications Industry

97.38

98.17

SK hynix NAND Product Solutions Corp. 1

SK hynix Inc.

U.S.A

Semiconductor sales, research and development and others

97.48

98.49

SK hynix Semiconductor (Dalian) Co., Ltd.

SK hynix Inc.

China

Semiconductor manufacturing

100

100

SK hynix memory solutions Poland sp. z o.o.

SK hynix Inc.

Poland

Semiconductor research and development

100

100

SK Keyfoundry America Inc.

SK Keyfoundry Inc.

U.S.A

Semiconductor sales

100

100

SK Keyfoundry Shanghai Co., Ltd.

SK Keyfoundry Inc.

China

Semiconductor sales

100

100

SK Powertech 2

SK Keyfoundry Inc.

Korea

Semiconductor manufacturing

99.42

—

SkyHigh Memory Limited 3

SK hynix system ic Inc.

Hong Kong

Semiconductor manufacturing and sales

—

60.00

SUZHOU HAPPYNARAE Co., Ltd.

HappyNarae Co., Ltd.

China

Overseas industrial material supply

100

100

HappyNarae America LLC

HappyNarae Co., Ltd.

U.S.A

Overseas industrial material supply

100

100

F-12

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

1. General Information,

Continued

(2)

Details of the Group’s consolidated subsidiaries as of December 31, 2025 and 2024 are as follows, Continued:

Ownership

(%)

Company

Controlling company

Location

Business

2025

2024

HappyNarae Hungary Kft 4

HappyNarae Co., Ltd.

Hungary

Overseas industrial material supply

100

100

SK hynix Semiconductor (Chongqing) Ltd.

SK APTECH Ltd.

China

Semiconductor manufacturing

100

100

SK hynix (Wuxi) Education Service Development Co., Ltd.

SK hynix (Wuxi) Education Technology Co., Ltd.

China

Overseas education

100

100

SK hynix (Wuxi) Industry Development Ltd.

SK hynix (Wuxi) Investment Ltd.

China

Foreign hospital construction

100

100

SK hynix Happiness (Wuxi) Hospital Management Ltd.

SK hynix (Wuxi) Investment Ltd.

China

Foreign hospital operation

70

70

SK hynix cleaning (Wuxi) Ltd.

SK hynix (Wuxi) Investment Ltd.

China

Building maintenance and others

100

100

SK hynix (Wuxi) Education Technology Co., Ltd.

SK hynix (Wuxi) Investment Ltd.

China

Overseas education

100

100

SK hynix Semiconductor West Lafayette LLC

SK hynix America Inc.

U.S.A

Semiconductor manufacturing

100

100

SK hynix memory solutions America Inc. 5

SK hynix America Inc.

U.S.A

Semiconductor research and development

100

98.49

SK hynix Semiconductor India Private Ltd.

SK hynix Asia Pte. Ltd.

India

Semiconductor sales

100

100

SK hynix NAND Product Solutions Taiwan Co.,

Ltd. 1

SK hynix NAND Product Solutions Corp.

Taiwan

Semiconductor research and development and sales

97.48

98.49

SK hynix NAND Product Solutions Canada Ltd. 1

SK hynix NAND Product Solutions Corp.

Canada

Semiconductor research and development

97.48

98.49

SK hynix NAND Product Solutions Mexico,

S. DE R.L. DE

C.V. 1

SK hynix NAND Product Solutions Corp.

Mexico

Semiconductor research and development

97.48

98.49

SK hynix NAND Product Solutions UK Limited 1

SK hynix NAND Product Solutions Corp.

U.K.

Semiconductor sales

97.48

98.49

SK hynix NAND Product Solutions Israel Ltd. 1

SK hynix NAND Product Solutions Corp.

Israel

Semiconductor sales

97.48

98.49

SK hynix NAND Product Solutions Japan G.K. 6

SK hynix NAND Product Solutions Corp.

Japan

Semiconductor sales

—

98.49

SK hynix NAND Product Solutions International

LLC 1

SK hynix NAND Product Solutions Corp.

U.S.A

Semiconductor sales

97.48

98.49

SK hynix NAND Product Solutions Asia Pacific

LLC 1

SK hynix NAND Product Solutions Corp.

U.S.A

Semiconductor sales

97.48

98.49

SK hynix NAND Product Solutions Singapore Pte.

Ltd. 1

SK hynix NAND Product Solutions Corp.

Singapore

Semiconductor sales

97.48

98.49

SK hynix NAND Product Solutions Malaysia Sdn.

Bhd. 1

SK hynix NAND Product Solutions Corp.

Malaysia

Semiconductor sales

97.48

98.49

SK HYNIX NAND PRODUCT SOLUTIONS POLAND sp.

z o.o. 1

SK hynix NAND Product Solutions Corp.

Poland

Semiconductor research and development

97.48

98.49

SK hynix NAND Product Solutions (Beijing) Co.,

Ltd. 1

SK hynix NAND Product Solutions Corp.

China

Semiconductor sales

97.48

98.49

SK Hynix NAND Product Solutions (Shanghai) Co.,

Ltd. 1

SK hynix NAND Product Solutions Corp.

China

Semiconductor research and development

97.48

98.49

Intel NDTM US LLC. 7

SK hynix NAND Product Solutions Corp.

U.S.A

Semiconductor research and development

97.48

—

SK hynix (Wuxi) Investment Ltd.

SK hynix Semiconductor (China) Ltd.

China

Overseas investment

100

100

SK hynix semiconductor storage technology (Dalian) Co.,

Ltd. 7,8

SK hynix Semiconductor (Dalian) Co., Ltd.

China

Semiconductor manufacturing support

100

—

SkyHigh Memory China Limited 3

SkyHigh Memory Limited

China

Semiconductor sales

—

60

F-13

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

1. General Information,

Continued

(2)

Details of the Group’s consolidated subsidiaries as of December 31, 2025 and 2024 are as follows, Continued:

Ownership

(%)

Company

Controlling company

Location

Business

2025

2024

SkyHigh Memory Limited Japan 3

SkyHigh Memory Limited

Japan

Semiconductor sales

—

60

CHONGQING HAPPYNARAE Co., Ltd.

SUZHOU HAPPYNARAE Co., Ltd.

China

Overseas industrial material supply

100

100

MMT (Money Market Trust)

—

Korea

Money Market Trust

100

100

1

The Group’s ownership interest decreased due to exercise of stock options by the employees of SK hynix NAND Product

solutions Corp. and its subsidiaries during the year ended December 31, 2025.

2

SK Powertech was included as a consolidated subsidiary through acquisition during the year ended December 31, 2025.

3

SkyHigh Memory Limited and its subsidiaries, SkyHigh Memory China Limited and SkyHigh Memory Limited Japan, were excluded

from the Group’s consolidated subsidiaries upon disposal the year ended December 31, 2025.

4

Liquidation is in progress as of December 31, 2025.

5

SK hynix NAND Product Solutions Corp. transferred its shares to SK hynix America Inc. during the year ended December 31,

2025.

6

Liquidation was completed during the year ended December 31, 2025.

7

Intel holds the legal ownership of these entities as of December 31, 2024. However, the Group consolidated these

entities since the initial closing of the acquisition when management determined that it obtained control over these entities as it has the power to direct the relevant activities of these entities and is exposed to, or has rights to, variable

returns. The Group acquired legal ownership through the 2nd Closing of Intel NAND business acquisition during the year ended December 31, 2025.

8

The entity changed its name from Intel Semiconductor Storage Technology (Dalian) Ltd. to SK hynix semiconductor storage

technology (Dalian) Co., Ltd. during the year ended December 31, 2025.

F-14

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

1. General

Information, Continued

(3)

Changes in the Group’s consolidated subsidiaries for the year ended December 31, 2025 are as follows:

Type

Company

Reason

Addition

SK Powertech

Acquisition

Derecognition

SK hynix NAND Product Solutions Japan G.K.

Liquidation

Derecognition

SkyHigh Memory Limited

Divestment

Derecognition

SkyHigh Memory China Limited

Divestment

Derecognition

SkyHigh Memory Limited Japan

Divestment

(4) The Group’s subsidiaries do not have material non-controlling interests as of

December 31, 2025 and December 31, 2024.

2. Material Accounting Policies

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) Accounting Standards, as

issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were authorized for issue by management in

connection with the filing with the U.S. Securities Exchange Commission on May 7, 2026.

(1) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for the following material items in the consolidated statements of

financial position:

•

derivative financial instruments are measured at fair value

•

financial instruments at fair value through profit or loss are measured at fair value

•

financial instruments at fair value through other comprehensive income are measured at fair value

•

assets or liabilities for defined benefit plans are recognized at the net of the total present value of defined benefit

obligations less the fair value of plan assets (Employee benefit assets)

•

liabilities for cash-settled share-based compensations are measured at fair value

(2) Functional and presentation currency

Financial statements of entities within

the Group are presented in functional currency and the currency of the primary economic environment in which each entity operates. Consolidated financial statements of the Group are presented in Korean won, which is the Parent Company’s

functional and presentation currency.

The material accounting policies applied in preparation of these consolidated financial statements are set out below. These

accounting policies have been consistently applied to all the years presented, unless otherwise stated.

F-15

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(3) Operating Segments

The

Group’s CODM is the board of directors, who do not receive and therefore do not review discrete financial information for any component of the Group. Accordingly, no operating segment information is included in these consolidated financial

statements. Entity wide disclosures of geographic, product and customer information are provided in notes 4 and 24.

(4) Consolidation

(a) Non-controlling interests

Non-controlling interests are measured at their

proportionate share of the acquiree’s identifiable net assets at the date of acquisition, and the Group shall also attribute total comprehensive income to the owners of the parent and to the non-controlling interests even if this results in

the non-controlling interests having a deficit balance.

(b) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated

financial statements. The Group’s share of unrealized gain incurred from transactions with equity-accounted investees are eliminated and unrealized loss are eliminated using the same basis if there are no evidence of asset impairments.

(c) Business combinations under common control

The assets and liabilities acquired

in the combination of entities or business under common control are recognized at the carrying amounts recognized previously in the consolidated financial statements of the ultimate parent. The difference between consideration transferred and

carrying amounts of net assets acquired is added to or deducted from capital surplus.

(5) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant

risk of changes in their fair value and are used by the Group in the management of its short-term commitments.

(6) Inventories

The cost of inventories is based on the weighted average method (except for goods in-transit that is based on the specific identification method), and includes

expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing inventories to their existing location and condition. In the case of manufactured inventories and work-in-process, cost includes

an appropriate share of production overheads based on the actual capacity of production facilities. However, the normal capacity is used for the allocation of fixed production overheads if the actual level of production is lower than the normal

capacity.

Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of

business less the estimated costs of completion and

F-16

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(6) Inventories, Continued

selling expenses. The amount of any write-down of inventories to net realizable value and all losses of inventories shall be recognized as an expense in the period the write-down or loss occurs.

The amount of any reversal of any write-down of inventories, arising from an increase in net realizable value, shall be recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs.

(7) Trade Receivables

Trade receivables are initially recognized at the transaction

price if they do not contain a significant financing component. If a significant financing component exists, the receivables are initially recognized at fair value. The trade receivables are subsequently measured by subtracting the loss allowance

from the amortized cost applied with the effective interest method.

(8) Non-derivative financial assets

(a) Initial recognition and measurement

Trade and other receivables, and debt

investment are initially recognized when they are originated. Other financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

(b) Classification and subsequent measurements

In assessing whether the contractual

cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of

contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

•

contingent events that would change the amount or timing of cash flows;

•

terms that may adjust the contractual coupon rate, including variable-rate features;

•

prepayment and extension features; and

•

terms that limit the Group’s claim to cash flows from specified assets.

(9) Derivative financial instruments

(a) Hedge accounting

The Group enters into a fixed-to-fixed cross currency swap contract and a floating-to-fixed cross currency interest rate swap contract to hedge interest rate risk and

currency risk.

On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including

the risk management objectives and strategy in undertaking the hedge transaction. In addition, the document includes hedging instruments; hedged items; initial commencement date of those hedge relationship; fair value of hedged items based on

hedged risk during the subsequent period; and the method of valuation on hedging instruments offsetting changes in cash flow.

F-17

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(9) Derivative financial instruments, Continued

(b) Embedded Derivative

Embedded

derivative is accounted separately and separated from the host contract if the host contract is not a financial asset and meets certain requirements.

(10)

Impairment of financial assets

(a) Recognition of impairment on financial assets

The Group recognizes loss allowances for expected credit losses (ECLs) on:

•

financial assets measured at amortized costs; and

•

IFRS 15 contract assets.

The Group measures impairment losses at an amount equal to lifetime ECLs except for the below assets, which are measured at 12-month ECLs.

•

credit risk of debt instruments is low at the end of reporting date

•

credit risk has not increased significantly since the initial recognition of debt investment (lifetime ECL: ECL that

resulted from all possible default events over the expected life of a financial instrument)

The Group adopted an accounting policy to recognize

loss allowances at an amount equal to lifetime expected credit losses for trade receivables and contract assets.

(b) Credit-impaired financial instrument

A debt instrument carried at amortized cost and fair value through other comprehensive income (FVOCI) is assessed at the end of each reporting period to determine

whether there is objective evidence that it is impaired. A financial asset is credit- impaired when one or more events that have a detrimental impact on the estimated future cash flows of that asset have occurred.

(c) Presentation of credit loss allowance on financial position

Loss allowances for

financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

(11) Property, plant and equipment

The Group begins depreciation when an asset is available for its intended use. For production machinery, this assessment considers asset specific facts and

circumstances, including completion of installation and setup, successful testing, and readiness to operate on a standalone or integrated basis.

Property, plant

and equipment, except for land, are depreciated on a straight-line basis over estimated useful lives that appropriately reflect the pattern in which the asset’s future economic benefits are expected to be consumed.

F-18

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(11) Property, plant and equipment, Continued

The estimated useful lives of the Group’s property, plant and equipment are as follows:

Estimated

Useful

lives (years)

Buildings

10 - 50

Structures

10 - 20

Machinery

5 - 15

Vehicles

5 - 10

Other

5 - 10

(12) Intangible assets

Amortization of intangible

assets is calculated on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The residual value of intangible assets is zero. However, certain intangible assets are determined as

having indefinite useful lives and not amortized as there is no foreseeable limit to the period over which the assets are expected to be available for use.

Estimated

Useful

lives (years)

Industrial rights

5 - 10

Development costs

2

Other intangible assets

4 - 20

As of December 31, 2025, the Group has entered into a number of patent license agreements related to the design and production of

its products. Royalties under this contract are paid in the form of either of lump-sum royalty or running royalty, and the payment amount of the lump-sum royalty is recognized as intangible assets and amortized in a straight-line manner according to

the patent license period.

(13) Government grants

(a) Grants related to assets

Government grants for which the primary condition is that the Group purchases, constructs or otherwise acquires non-current assets are deducted from the cost of the

asset. The grant is recognized in profit or loss over the useful lives of depreciable assets as deduction to depreciation expense.

(b) Grants related to income

Government grants which are intended to compensate the Group for expenses incurred are recognized in profit or loss as deduction of the related expenses.

(14) Impairment of non-financial assets

The carrying amounts of the Group’s

non-financial assets, other than assets arising from employee benefits, inventories, and deferred tax assets, are reviewed at the end of the reporting period to

F-19

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(14) Impairment of non-financial assets, Continued

determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets that have indefinite

useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, are tested for impairment annually by comparing their recoverable amount to their carrying amount.

The Group estimates the recoverable amount of an individual asset; however, if it is impossible to measure the individual recoverable amount of an asset, the Group

estimates the recoverable amount of cash-generating unit (“CGU”). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. The value in use is estimated by applying a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU for which estimated future cash flows have not been adjusted, to the estimated future cash flows expected to be generated by

the asset or CGU.

(15) Leases

(a) As a lessee

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The Group generally uses its incremental

borrowing rate as the discount rate.

The Group has elected not to recognize right-of-use assets and lease liabilities for some leases of low-value assets and

short-term leases. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

At inception or

on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of their relative stand-alone prices. However, for certain agreements, the Group

has elected practical expedient not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Group

separately presents right-of-use assets that do not meet the definition of investment property in the statement of financial position.

(16) Non-derivative

financial liabilities

The Group classifies non-derivative financial liabilities into financial liabilities at fair value through profit or loss or other financial

liabilities in accordance with the substance of the contractual arrangement and the definitions of financial liabilities. The Group recognizes financial liabilities in the consolidated statement of financial position when the Group becomes a party

to the contractual provisions of the financial liability.

F-20

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(17) Employee benefits

(a)

Retirement benefits: defined benefit plans

As of the end of reporting period, defined benefits liabilities relating to defined benefit plans are recognized as

present value of defined benefit obligations, net of fair value of plan assets.

The calculation is performed annually by an independent actuary using the projected

unit credit method. When the fair value of plan assets exceeds the present value of the defined benefit obligation, the Group recognizes an asset, to the extent of the present value of any economic benefits available in the form of refunds from the

plan or reduction in the future contributions to the plan.

(18) Foreign currencies

(a) Foreign operations

If the presentation currency of the Group is different from a

foreign operation’s functional currency, the financial statements of the foreign operation are translated into the presentation currency using the following methods:

The assets and liabilities of foreign operations, whose functional currency is not the currency of a hyperinflationary economy, are translated to presentation currency

at exchange rates at the end of reporting period. The income and expenses of foreign operations are translated to functional currency at average exchange rates. Foreign currency differences are recognized in other comprehensive income.

(19) Revenue from contracts with customers

Revenue is recognized when the customer

obtains control of that asset, which is typically upon delivery or shipment depending on the terms of the contract.

When the good is defective, the customer is

granted the right to return the defective goods in exchange for a functioning product or cash.

Revenue is measured at the amount of consideration for the sale of

goods, reflecting the expected amount of return estimated through historical information. The Group’s right to recover products from customers and refund liability is recognized.

Refund liability is initially measured at the former carrying amount of the product less any expected costs to recover those products. Refund liability is included in

contract liabilities (See note 17) and right to recover products from customers is included in contract assets (See note 10). The Group reviews its estimate of expected returns at the end of each reporting period and updates the amounts of the asset

and liabilities accordingly.

(20) Income taxes

Income tax expense comprises

current and deferred tax. Current and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

F-21

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(20) Income taxes, Continued

(a) Deferred tax

The Group

recognizes a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries, associates and joint ventures except to the extent that the Group is able to control the timing of the reversal of the temporary

difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Group recognizes deferred tax assets for all deductible temporary differences including unused tax loss and tax credit to the extent that it

is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

(21) New and amended standards or interpretations adopted by the Group

The Group

has applied the following new and revised IFRS Accounting Standards that are effective from January 1, 2025.

(a) Amendments

to IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ and IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’ – ‘Lack

of Exchangeability’

When an entity estimates a spot exchange rate because exchangeability between two currencies is lacking, the entity shall

disclose related information. The amendments do not have a significant impact on the financial statements.

(22) New and amended standards or interpretations not

yet adopted by the Group

The following new accounting standards and interpretations have been published that are not mandatory for December 31, 2025 reporting

periods and have not been early adopted by the Group.

(a) Amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments:

Disclosures’

Disclosure requirements have been amended to respond to recent questions arising in practice, and to include new requirements. The amendments

should be applied for annual periods beginning on or after January 1, 2026, and earlier application is permitted. Management does not expect the amendments to have a significant impact on the consolidated financial statements.

•

Clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some

financial liabilities settled through an electronic cash transfer system.

•

Clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and

interest (SPPI) criterion.

•

Add new disclosures of impact on the entity and the extent to which the entity is exposed for each type of financial

instruments if the timing or amount of contractual cash flow changes due to amendment of contract term.

•

Update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

F-22

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(22) New and amended standards or interpretations not yet adopted by the Group, Continued

(b) Amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7

‘Financial Instruments: Disclosures’—Contracts Referencing Nature-dependent Electricity

Contracts referencing nature-dependent electricity are

defined contracts that expose an entity to variability in the underlying amount of electricity because the source of electricity generation depends on uncontrollable natural conditions (for example, the weather). The amendments clarify that

‘contracts to buy or sell such electricity’ are assessed for eligibility under the own-use exemption.

In addition, the amendments modify hedge

accounting requirements by allowing an entity to designate as the hedged item a variable nominal amount of forecast electricity transactions that reflect the nature-dependent variability of electricity and introduce additional disclosure

requirements.

The amendments should be applied for annual periods beginning on or after January 1, 2026, and earlier application is permitted. Management does

not expect the amendments to have a significant impact on the consolidated financial statements.

(c) Annual Improvements to IFRS - Volume 11

IFRS Annual Improvements Volume 11 should be applied for annual periods beginning on or after January 1, 2026, and earlier application is permitted. Management does not

expect the amendments to have a significant impact on the consolidated financial statements.

•

IFRS 1 First-time Adoption of IFRS: Application of hedge accounting when IFRS is first adopted

•

IFRS 7 Financial Instruments: Disclosures: Gain or loss on disposals, Practical application guidance

•

IFRS 9 Financial Instruments: Accounting for a lease termination and determining the transaction price

•

IFRS 10 Consolidated Financial Statements: Determination of a ‘de facto agent’

•

IAS 7 Statement of Cash Flows: Cost Method

(d) New Standard: IFRS 18 Presentation and Disclosure in Financial Statements

IFRS

18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements and includes new requirements aimed at enhancing comparability of financial performance between similar entities and providing more relevant

information to users. While the amendments do not affect the recognition or measurement of items in the financial statements, they are expected to have an extensive impact on presentation and disclosure, including the income statement and the

disclosure of management-defined performance measures.

The standard should be applied for annual periods beginning on or after January 1, 2027, and earlier

application is permitted. In accordance with the retrospective application requirements, comparative information for all comparative periods presented shall be restated under IFRS 18.

F-23

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(22) New and amended standards or interpretations not yet adopted by the Group, Continued

(d) New Standard: IFRS 18 Presentation and Disclosure in Financial Statements, Continued

Management is in the process of evaluating the impact of applying the new standard on the Group’s consolidated

financial statements. Based on a preliminary assessment, the following potential effects have been identified.

Adoption of the standard is not expected to have an

impact on the Group’s net profit or loss; however, it will require revenues and expenses in the income statements to be classified into new categories, which is expected to have an impact on the calculation and presentation of operating profit

(loss). Based on a preliminary assessment conducted by the Group, the following items have been identified as potentially affecting operating profit (loss).

•

“Operating profit” will be a subtotal required to be presented in the income statement.

•

Exchange differences currently presented in ‘Finance Income and Expenses’ may need to be presented separately

in the new categories, and certain foreign exchange gains and losses may be presented in operating profit.

•

The standard specifies detailed requirements for the categorization of gains and losses on derivative instruments. Such

gains and losses should be presented in the same category as the income and expenses affected by the risks the derivative instruments are used to manage. Currently, the Group presents these gains and losses within finance income and costs.

Consequently, there may be changes to the classification of these items in the income statement.

Applying the concept of ‘a useful

structured summary’ and the enhanced principles of aggregation and disaggregation may result in changes to the line items presented in the primary financial statements. In addition, goodwill must be presented separately on the

statement of financial position; therefore, the Group will present goodwill and other intangible assets as separate line items.

The requirements for disclosing

material information remain unchanged; therefore, the Group does not expect significant changes to the information currently disclosed in the Notes. However, as a result of the principles of aggregation and disaggregation, the way information is

grouped may change. In addition, significant new disclosures will be required for the following matters.

•

Management-defined performance measure

•

A breakdown of line items classified by function within the operating category of the income statement into their nature

(required only for specified nature expenses)

•

Reconciliation of differences for each line item in the income statement between the amounts previously presented under IAS

1 and the restated amounts by applying IFRS 18 for the comparative period immediately preceding the period in which this standard is first applied.

There is a change in the presentation of interest received and interest paid in the statement of cash flows. Interest paid will be presented as cash flows from

financing activities, and interest received as cash flows from investing activities, resulting in a change from the current presentation of cash flows from operating activities.

F-24

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

2.

Material Accounting Policies, Continued

(22) New and amended standards or interpretations not yet adopted by the Group, Continued

(e) IFRS 19 Subsidiaries without Public Accountability: Disclosures

Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IFRS Accounting Standards to apply reduced disclosure

requirements. This standard does not have a significant impact on the financial statements.

3. Critical Accounting Estimates and Assumptions

The preparation of financial statements requires the Group to make estimates and assumptions concerning the future. Management also needs to exercise judgement in

applying the Group’s accounting policies. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the

circumstances. As the resulting accounting estimates will, by definition, seldom equal the related actual results, it can contain a significant risk of causing a material adjustment.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial

year are discussed below. Additional information of significant judgement and assumptions of certain items are included in relevant notes.

(1) Fair value of

financial instruments

In principle, the fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The

Group makes judgments on the selection and assumptions of various evaluation techniques based on relevant market conditions as of the end of the reporting period (see note 6).

(2) Net defined benefit liabilities

The present value of the net defined benefit

liability is affected by various factors determined by the actuarial method, especially changes in the discount rate (see note 19).

(3) Inventories

Estimating the net realizable value of inventories is based on the most reliable evidence available as of the measurement date for the amount expected to be realized

from inventories. In addition, if the Group confirms the circumstances in which an event exists at the end of the reporting period, it shall estimate the change in price or cost directly related to the event.

(4) Development cost

The recoverable amounts of development cost have been

determined based on value-in-use.

F-25

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

4. Operating Segment and Entity-wide Information

The Group has a single reportable segment that is engaged in the manufacture and sale of semiconductor products. The Chief Operating Decision Maker of the Group reviews

the operational results of the semiconductor business with the reporting information which is prepared in the same manner with that used by management during the establishment of the Group’s business strategy.

(1) The Group’s non-current assets (excluding financial assets, loans and other receivables, investment in associates and joint

ventures and deferred tax assets etc.) information by region based on the location of the Parent Company and its subsidiaries as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31,

2025

December 31,

2024

Korea

W

74,293,530

W

54,926,692

China

10,533,204

12,415,083

Asia(other than China)

15,424

19,044

U.S.A.

738,739

627,323

Europe

5,672

3,647

W

85,586,569

W

67,991,789

(2) For the year ended December 31, 2025, revenue of W 23,260,076 million (2024: W 10,902,817 million), or 23.9% (2024: 16.5%) of the

Group’s revenue, is derived from an external customer A. For the year ended December 31, 2023, no revenue derived from a single customer reached over 10% of the Group’s revenue.

(3) Entity-wide revenue information by region is disclosed in note 24 (3).

5. Carrying Amounts of Financial Instruments by Categories

(1) Carrying amounts of financial assets by categories as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31, 2025

Financial

assets at fair

value through

profit or loss

Financial

assets at fair

value through

other

comprehensive

income or loss

Financial

assets at

amortized cost

Others

Total

Cash and cash equivalents

W

—

W

—

W

14,923,766

W

—

W

14,923,766

Short-term financial instruments

222,500

—

14,457,219

—

14,679,719

Short-term investment assets

5,338,768

—

—

—

5,338,768

Trade receivables 1

—

1,256,429

16,942,649

—

18,199,078

Loans and other receivables

—

—

806,379

—

806,379

Other financial assets

62

—

1,113,792

195,867

1,309,721

Long-term investment assets

14,547,099

—

—

—

14,547,099

W

20,108,429

W

1,256,429

W

48,243,805

W

195,867

W

69,804,530

F-26

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

5.

Carrying Amounts of Financial Instruments by Categories, Continued

(1) Carrying amounts of financial assets by categories as of

December 31, 2025 and 2024 are as follows, Continued:

(In millions of Korean won)

December 31, 2024

Financial

assets at fair

value through

profit or loss

Financial

assets at fair

value through

other

comprehensive

income or loss

Financial

assets at

amortized cost

Others

Total

Cash and cash equivalents

W

—

W

—

W

11,205,117

W

—

W

11,205,117

Short-term financial instruments

222,500

—

2,159,510

—

2,382,010

Short-term investment assets

569,236

—

—

—

569,236

Trade receivables 1

—

672,860

12,346,146

—

13,019,006

Loans and other receivables

—

—

737,347

—

737,347

Other financial assets

8,692

—

122,940

260,426

392,058

Long-term investment assets

4,041,276

—

—

—

4,041,276

W

4,841,704

W

672,860

W

26,571,060

W

260,426

W

32,346,050

1

The Group transferred certain portion of trade receivables, which are from specific customers, and derecognized the trade

receivables from the consolidated financial statements when all the risks and rewards are substantially transferred. Accordingly, the Group recognized gain or loss on disposal of trade receivables.

(2) Carrying amounts of financial liabilities by categories as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31, 2025

Financial

liabilities at fair

value through

profit or loss

Financial

liabilities at

amortized cost

Others

Total

Trade payables

W

—

W

2,848,455

W

—

W

2,848,455

Other payables

—

6,809,285

—

6,809,285

Other non-trade payables 1

—

1,541,016

—

1,541,016

Borrowings 2

—

22,247,905

—

22,247,905

Lease liabilities

—

2,509,943

—

2,509,943

Other financial liabilities

4,911,955

1,585

2,826

4,916,366

W

4,911,955

W

35,958,189

W

2,826

W

40,872,970

1

Among other non-trade payables, employee benefits liabilities that correspond to the Group’s obligations under the

employee benefit plan were excluded because they were not subject to disclosure of financial instruments.

F-27

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

5.

Carrying Amounts of Financial Instruments by Categories, Continued

(2) Carrying amounts of financial liabilities by categories

as of December 31, 2025 and 2024 are as follows, Continued:

2

The Group participated in supplier financing arrangements under letters of credit, where financial institutions pay the

Group’s obligations to suppliers within a certain limit, and the Group subsequently repays the financial institutions. There were no short-term borrowings under the supplier financing arrangements as of December 31, 2025.

(In millions of Korean won)

December 31, 2024

Financial

liabilities at fair

value through

profit or loss

Financial

liabilities at

amortized cost

Others

Total

Trade payables

W

—

W

2,277,347

W

—

W

2,277,347

Other payables 1

—

7,444,040

—

7,444,040

Other non-trade payables 2

—

1,387,034

—

1,387,034

Borrowings 3

—

22,683,733

—

22,683,733

Lease liabilities

—

2,768,376

—

2,768,376

Other financial liabilities

1,738,962

2,100

6,434

1,747,496

W

1,738,962

W

36,562,630

W

6,434

W

38,308,026

1

The Group participated in supplier financing arrangements through corporate purchase card agreements with certain

financial institutions to pay income taxes, electricity bills and others. Under these arrangements, the Group pays the card issuer the settlement amount on the credit extension period end date. There were no unpaid amounts in trade payables under

the supplier financing arrangements as of December 31, 2024.

2

Among other non-trade payables, employee benefits liabilities that correspond to the Group’s obligations under the

employee benefit plan were excluded because they were not subject to disclosure of financial instruments.

3

The Group participated in supplier financing arrangements under letters of credit, where financial institutions pay the

Group’s obligations to suppliers within a certain limit, and the Group subsequently repays the financial institutions. There were no short-term borrowings under the supplier financing arrangements as of December 31, 2024.

(3) Details of gain and loss on financial assets and liabilities by category for the years ended

December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Financial assets at amortized cost

Interest income

W

493,112

W

343,674

W

215,234

Foreign exchange differences

(607,440

)

2,962,818

267,611

Loss on disposal

(5

)

(3,680

)

(15,663

)

Reversal of (Loss on) impairment

(428

)

1,433

(8,518

)

(114,761

)

3,304,245

458,664

Financial assets at fair value through profit or loss

Dividend income

940,739

29,313

13,392

Interest income

1,215

1,140

1,195

Gain on disposal

187,469

150,287

84,217

Gain (Loss) on valuation

11,984,285

(195,773

)

(1,457,915

)

Gain on transaction

329

—

—

Foreign exchange differences

(115,479

)

205,716

(245,564

)

12,998,558

190,683

(1,604,675

)

F-28

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

5.

Carrying Amounts of Financial Instruments by Categories, Continued

(3) Details of gain and loss on financial assets and

liabilities by category for the years ended December 31, 2025, 2024 and 2023 are as follows, Continued:

(In millions of Korean won)

2025

2024

2023

Financial liabilities at amortized cost

Interest expenses

(923,703

)

(1,345,239

)

(1,468,273

)

Foreign exchange differences

220,266

(2,691,682

)

(392,040

)

Loss on transaction

(555

)

(1,913

)

—

(703,992

)

(4,038,834

)

(1,860,313

)

Financial liabilities at fair value through profit or loss

Loss on valuation

(4,163,304

)

(79,495

)

(855,216

)

Loss on transaction

(4,202,673

)

(20,344

)

(58,985

)

Foreign exchange differences

28,080

(212,444

)

14,771

(8,337,897

)

(312,283

)

(899,430

)

Others

Gain (Loss) on transaction

—

(3,391

)

13,819

W

3,841,908

W

(859,580

)

W

(3,891,935

)

6. Financial Risk Management

(1) Financial

risk management

The Group’s activities are exposed to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price

risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.

Risk management is carried out by the Parent Company’s corporate finance division in accordance with policies approved by the board of directors. The Parent

Company’s corporate finance division identifies, evaluates, and hedges financial risks in close cooperation with the Group’s operating units. The board of directors provides written principles for overall risk management, as well as

written policies covering specific areas, such as foreign exchange risk, interest rate risk, and credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

(a) Market risk

(i) Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Euro,

Chinese yuan and Japanese yen. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities in foreign currencies, and net investments in foreign operations.

F-29

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

6.

Financial Risk Management, Continued

(1) Financial risk management, Continued

(a) Market risk, Continued

(i) Foreign exchange risk, Continued

Monetary foreign currency assets and liabilities as of December 31, 2025 are as follows:

(In millions of Korean won and millions of foreign currencies)

Assets

Liabilities

Foreign

currencies

Korean won

equivalent

Foreign

currencies

Korean won

equivalent

USD

23,074

W

33,108,951

15,528

W

22,280,863

JPY

904

8,295

116,044

1,064,852

CNY

1,748

357,939

2,734

559,886

EUR

25

42,240

149

251,626

Also, as described in note 21, the Group entered into a fixed-to-fixed cross currency swap and a floating-to-fixed cross currency

interest rate swap to hedge foreign currency rate risk relating to bonds and borrowings denominated in foreign currencies

When the exchange rate of the functional

currency for each foreign currency fluctuates by 10% as of December 31, 2025, the impact of the change in the exchange rate on profit before income tax expenses is as follows:

(In millions of Korean won)

If

increased

by 10%

If

decreased

by 10%

USD

W

1,210,371

W

(1,210,371

)

JPY

(105,656

)

105,656

CNY

(20,195

)

20,195

EUR

(20,939

)

20,939

(ii) Interest rate risk

Interest rate risk of the

Group is defined as the risk that the interest expenses arising from borrowings will fluctuate due to changes in future market interest rate. The interest rate risk mainly arises through floating rate borrowings and is partially offset by interests

received from floating rate financial assets.

The Group is managing cash flow interest rate risk using floating-to-fixed cross currency interest rate swaps. These

interest rate swaps have an economic effect of converting floating interest borrowings into fixed interest borrowings. Generally, the Group borrows at a floating interest rate and then swaps at a fixed rate. Under the swap agreement, the Group will

settle the difference between fixed interest costs and the floating interest costs calculated according to the principal agreed upon for each counterparty and specific period (mainly quarterly).

The Group is partially exposed to the risk of changing net interest costs due to changes in interest rates as of December 31, 2025. The Group has signed a currency

interest rate swap contract on floating interest rate borrowings in foreign currency amount to W 199,451 million and an interest rate swap

contract on floating interest rate borrowings in local currency of W 348,800 million. Therefore, the

F-30

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

6.

Financial Risk Management, Continued

(1) Financial risk management, Continued

(a) Market risk, Continued

(ii) Interest rate risk, Continued

changes in interest costs subject to fluctuation of interest rates do not have an impact on the profit before income tax for the year ended December 31, 2025.

As of December 31, 2025, if interest rates on borrowings and financial assets had been 100 basis points higher/lower with all other variables held constant, profit

before income tax would have been W 41,875 million (2024:

W 49,875 million) lower/higher over the next year, mainly as a result of higher/lower net interest costs on floating-rate borrowings and interest

income on floating-rate financial assets.

(iii) Price risk

The Group invests

in equity and debt securities resulted from its business needs and the purpose of liquidity management. The Group’s equity and debt securities are exposed to price risk as of December 31, 2025.

(b) Credit risk

Credit risk is the risk of financial loss to the Group if a

customer or counterparty to a financial instrument fails to meet its contractual obligations and arises mainly from operating and investing activities. In order to manage credit risk, the Group periodically evaluates the creditworthiness of each

customer or counterparty through the analysis of its financial information, historical transaction records and other factors, based on which the Group establishes credit limits for each customer or counterparty.

(i) Trade and other receivables

For each new customer, the Group individually

analyzes its creditworthiness before standard payment and delivery terms and conditions are offered. In addition, the Group is continuously managing trade and other receivables by reevaluating the customer’s creditworthiness and securing

collaterals in order to limit its credit risk exposure.

The Group reviews at the end of each reporting period whether trade and other receivables are impaired and

enters into credit insurance contracts to manage credit risk exposure from oversea customers. The extent of the Group’s exposure to credit risk as of December 31, 2025 is equal to the carrying amount of trade and other receivables.

(ii) Other financial assets

Credit risk also arises from other financial assets

such as cash and cash equivalents, short-term financial instruments, short-term investment assets, and short-term and long-term loans mainly due to the bankruptcy of each counterparty to those financial assets. The maximum exposure to credit risk as

of December 31, 2025 is the carrying amount of those financial assets. The Group deposits cash and cash equivalents, short-term financial instruments, and others in several financial institutions, and

F-31

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

6.

Financial Risk Management, Continued

(1) Financial risk management, Continued

(b) Credit risk, Continued

(ii) Other financial assets, Continued

transacts only with banks and financial institutions with high credit ratings. Accordingly, management does not expect any significant loss from non-performance by the counterparties.

(c) Liquidity risk

Liquidity risk is defined as the risk that the Group is unable

to meet its short-term payment obligations on time due to deterioration of its business performance or inability to access financing. The Group forecasts its cash flow and liquidity status and sets action plans on a regular basis to manage liquidity

risk proactively.

The Group invests surplus cash in interest-bearing current accounts, time deposits, and demand deposits choosing instruments with appropriate

maturities or sufficient liquidity to provide sufficient headroom as determined by the above-mentioned forecasts.

The contractual maturity of financial liabilities

held by the Group as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31, 2025

Less than

1 year

1 - 2 years

2 - 5

years

More than

5 years

Total

Borrowings 1

W

7,978,826

4,845,560

8,676,290

3,272,460

W

24,773,136

Lease liabilities

576,548

426,197

1,068,681

944,492

3,015,918

Trade payables

2,848,455

—

—

—

2,848,455

Other payables

6,436,829

134,985

157,957

166,236

6,896,007

Other non-trade payables

1,224,871

10,378

9,698

162

1,245,109

Other financial liabilities

145,648

724

113

—

146,485

W

19,211,177

5,417,844

9,912,739

4,383,350

W

38,925,110

1

The cash flow includes payment of interest under terms and conditions of borrowing.

(In millions of Korean won)

December 31, 2024

Less than

1 year

1 - 2 years

2 - 5 years

More than

5 years

Total

Borrowings 1

W

3,844,805

6,732,584

11,218,578

4,246,482

W

26,042,449

Lease liabilities

602,620

461,676

1,063,224

1,128,611

3,256,131

Trade payables

2,277,347

—

—

—

2,277,347

Other payables

6,983,374

186,336

179,794

217,925

7,567,429

Other non-trade payables

1,086,615

12,440

41,166

165

1,140,386

Other financial liabilities

151,855

2,515

1,604

—

155,974

W

14,946,616

7,395,551

12,504,366

5,593,183

W

40,439,716

1

The cash flow includes payment of interest under terms and conditions of borrowing.

F-32

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

6.

Financial Risk Management, Continued

(1) Financial risk management, Continued

(c) Liquidity risk, Continued

The table above analyzes the Group’s financial liabilities into relevant maturity groups based on the remaining

period at the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

(2) Capital management

The Group’s objectives when managing capital are to

safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends to shareholders, procure and repay borrowings, issue new shares, or

sell assets.

The debt-to-equity ratio and net borrowing ratio as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31,

2025

December 31,

2024

Total liabilities (A)

W

55,440,908

W

45,939,505

Total equity (B)

120,666,751

73,915,704

Cash and cash equivalents, and others 1 (C)

34,942,253

14,156,363

Total borrowings (D)

22,247,905

22,683,733

Debt-to-equity ratio (A/B)

45.95

%

62.15

%

Net borrowing ratio 2 (D-C)/B

-

11.54

%

1

Total amount of cash and cash equivalents, short-term financial instruments and short-term investment assets.

2

Net borrowing ratio is not disclosed because the ratio is negative as of December 31, 2025.

Under major borrowing contracts, the Group is obliged to comply with a certain level of debt ratio and Loan-To-Value ratio. The Group has complied with all of these

conditions as of December 31, 2025.

(3) Fair value

Fair values are

categorized into different levels in a fair value hierarchy based on the inputs used in valuation techniques as follows:

•

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity can access at the

measurement date.

•

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (i.e. as prices) or indirectly (i.e. derived from prices)

•

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

F-33

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

6.

Financial Risk Management, Continued

(3) Fair value, Continued

(a)

The following table presents the Group’s carrying amounts and fair values of financial instruments by categories,

including their levels in the fair value hierarchy, as of December 31, 2025 and 2024:

(In millions of Korean won)

December 31, 2025

Carrying

amounts

Level 1

Level 2

Level 3

Total

Financial assets measured at fair value

Short-term financial instruments

W

222,500

W

—

W

—

W

222,500

W

222,500

Short-term investment assets

5,338,768

—

5,338,768

—

5,338,768

Trade receivables 1

1,256,429

—

1,256,429

—

1,256,429

Long-term investment assets

14,547,099

—

—

14,547,099

14,547,099

Other financial assets

195,929

—

195,929

—

195,929

21,560,725

—

6,791,126

14,769,599

21,560,725

Financial assets not measured at fair value

Cash and cash equivalents 2

14,923,766

—

—

—

—

Short-term financial instruments 2

14,457,219

—

—

—

—

Trade receivables 2

16,942,649

—

—

—

—

Loans and other receivables 2

806,379

—

—

—

—

Other financial assets 2

1,113,792

—

—

—

—

48,243,805

—

—

—

—

Total financial asset

W

69,804,530

W

—

W

6,791,126

W

14,769,599

W

21,560,725

Financial liabilities measured at fair value

Other financial liabilities

W

4,914,781

W

—

W

4,914,781

W

—

W

4,914,781

Financial liabilities not measured at fair value

Trade payables 2

2,848,455

—

—

—

—

Other payables 2

6,809,285

—

—

—

—

Other non-trade payables 2

1,541,016

—

—

—

—

Borrowings

22,247,905

—

22,449,184

—

22,449,184

Lease liabilities 2

2,509,943

—

—

—

—

Other financial liabilities 2

1,585

—

—

—

—

35,958,189

—

22,449,184

—

22,449,184

Total financial liabilities

W

40,872,970

W

—

W

27,363,965

W

—

W

27,363,965

1

The Group transferred some of the trade receivables and substantially transferred the risks and rewards to the customer.

Accordingly, the Group derecognized trade receivables from the consolidated financial statement on the date of assets transfer and recognized gain or loss on disposal of trade receivables.

2

The Group did not present fair values of financial assets and liabilities of which carrying amounts are considered to be a

reasonable approximation of fair values.

F-34

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

6.

Financial Risk Management, Continued

(3) Fair value, Continued

(a)

The following table presents the Group’s carrying amounts and fair values of financial instruments by categories,

including their levels in the fair value hierarchy, as of December 31, 2025 and 2024, Continued:

(In millions of Korean won)

December 31, 2024

Carrying

amounts

Level 1

Level 2

Level 3

Total

Financial assets measured at fair value

Short-term financial instruments

W

222,500

W

—

W

—

W

222,500

W

222,500

Short-term investment assets

569,236

—

569,236

—

569,236

Trade receivables 1

672,860

—

672,860

—

672,860

Long-term investment assets

4,041,276

—

—

4,041,276

4,041,276

Other financial assets

269,118

—

269,118

—

269,118

5,774,990

—

1,511,214

4,263,776

5,774,990

Financial assets not measured at fair value

Cash and cash equivalents 2

11,205,117

—

—

—

—

Short-term financial instruments 2

2,159,510

—

—

—

—

Trade receivables 2

12,346,146

—

—

—

—

Loans and other receivables 2

737,347

—

—

—

—

Other financial assets 2

122,940

—

—

—

—

26,571,060

—

—

—

—

Total financial asset

W

32,346,050

W

—

W

1,511,214

W

4,263,776

W

5,774,990

Financial liabilities measured at fair value

Other financial liabilities

W

1,745,396

W

—

W

1,745,396

W

—

W

1,745,396

Financial liabilities not measured at fair value

Trade payables 2

2,277,347

—

—

—

—

Other payables 2

7,444,040

—

—

—

—

Other non-trade payables 2

1,387,034

—

—

—

—

Borrowings

22,683,733

—

22,604,615

—

22,604,615

Lease liabilities 2

2,768,376

—

—

—

—

Other financial liabilities 2

2,100

—

—

—

—

36,562,630

—

22,604,615

—

22,604,615

Total financial liabilities

W

38,308,026

W

—

W

24,350,011

W

—

W

24,350,011

1

The Group transferred some of the trade receivables and substantially transferred the risks and rewards to the customer.

Accordingly, the Group derecognized trade receivables from the consolidated financial statement on the date of assets transfer and recognized gain or loss on disposal of trade receivables.

2

The Group did not present fair values of financial assets and liabilities of which carrying amounts are considered to be a

reasonable approximation of fair values.

F-35

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

6.

Financial Risk Management, Continued

(3) Fair value, Continued

(b) Valuation Techniques

The

valuation techniques of recurring and non-recurring fair value measurements and quoted prices classified as level 2 or level 3 are as follows:

(In millions of Korean won)

Fair value

Level

Valuation Techniques

Financial assets at fair value through profit or loss:

Short-term investment assets

W

5,338,768

2

Present value technique

Short-term financial instruments

222,500

3

Present value technique

Long-term investment assets

14,547,099

3

Present value technique and others

Financial assets at fair value through other comprehensive income:

Trade receivables

W

1,256,429

2

Present value technique

Others:

Other financial assets

W

195,929

2

Present value technique

Financial liabilities at fair value through profit or loss:

Embedded derivative liabilities

W

4,911,955

2

Binominal model and others

Others:

Other financial liabilities

W

2,826

2

Present value technique

Long-term investments assets measured at level 3 in the fair value hierarchy include investments in special purpose companies of BCPE

Pangea Intermediate Holdings Cayman, L.P. (“SPC1”) amounting to W 7,405,240 million and BCPE Pangea Cayman2 Limited

(“SPC2”) amounting to W 6,746,627 million in connection with the acquisition of KIOXIA Holdings Corporation

(“KIOXIA”)(formerly, Toshiba Memory Corporation). The fair value of the long-term investments is measured based on the equity value of the underlying asset, KIOXIA.

The fair value of equity investment in SPC1 is measured using an option pricing model allocating the estimated fair value of KIOXIA equity between investors based on

distribution priority pursuant to the underlying investment arrangement together with consideration of expected SPC1 liquidation.

The fair value of debt investment

in SPC2 convertible bonds is measured based on the estimated KIOXIA’s equity value and SPC2’s equity ownership in KIOXIA (14.30%).

F-36

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

6.

Financial Risk Management, Continued

(3) Fair value, Continued

(b)

Valuation Techniques, Continued

The valuation techniques and key inputs used in valuation of the equity investment in SPC1 and investment in SPC2

convertible bonds are as follows:

(In millions of Korean won)

Fair value

Valuation Techniques

Inputs of

level 3 financial asset

Input

Range

Equity investment in SPC1

W

7,405,240

Option-pricing method

Expected expiration(years)

0.21

Liquidity discount

8.95

%

Volatility

48.48

%

Risk free rate

0.60

%

SPC2 convertible bonds

W

6,746,627

Adjusted net asset method

Liquidity discount

8.95

%

Among the level 3 inputs, a decrease in liquidity discount, which is a key assumption, will result in a higher fair value of the equity

investment in SPC1, while any change in volatility and risk-free rate may have either positive or negative impact on the fair value of the investment in SPC1. In addition, when the liquidity discount decreases it will result in higher fair value of

the investment in SPC2 convertible bonds.

Any positive or negative changes in these significant unobservable inputs will have a direct impact on the fair value of

investments in SPC1 and SPC2, respectively. As these inputs are significant and unobservable, the equity investment in SPC1 and the SPC2 convertible bonds are classified within Level 3 of the fair value hierarchy. Accordingly, changes in key

valuation inputs may have a significant impact on the fair values of these investments.

The sensitivity analysis results of the effect of changes in the input

variables of each long-term investment classified as Level 3 on fair value are as follows:

(In millions of Korean won)

Positive

fluctuation

Negative

fluctuation

Equity investment in SPC1 1

W

79,428

W

(79,428

)

SPC2 convertible bonds 1

74,114

(74,114

)

1

Fair value fluctuations were calculated by increasing or decreasing the liquidity discount, which is major unobservable

input, by 1.0% points.

(c)

There was no transfer between fair value hierarchy levels during the year ended December 31, 2025 and changes in

financial assets classified as level 3 fair value measurements during the year ended December 31, 2025 are as follows:

(In millions of Korean won)

Beginning

Balance

Acquisition

Disposals

Gain on

Valuation

Foreign

Exchange

Difference

Ending

Balance

Financial assets:

Short-term financial instruments

W

222,500

—

—

—

—

W

222,500

Long-term investment assets

W

4,041,276

28,143

(1,206,875

)

11,938,050

(253,495

)

W

14,547,099

F-37

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

7. Restricted Financial Instruments

Details of restricted financial instruments as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December

31, 2025

December 31,

2024

Short-term financial instruments:

Restricted for supporting small businesses

W 222,500

W

222,500

Pledged for consumption tax

5,506

5,619

Others

324

256

228,330

228,375

Other financial assets:

Escrow account

—

110,391

Bank overdrafts guarantee deposit

13

11

Others

2,822

1,807

2,835

112,209

W 231,165

W

340,584

8. Trade Receivables and Loans and Other Receivables

(1) Details of loans and other receivables as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December

31, 2025

December 31,

2024

Current:

Other receivables

W

89,511

W

215,385

Accrued income

156,266

27,519

Short-term loans

117,592

13,462

Short-term guarantee and other deposits

22,974

36,695

386,343

293,061

Non-current:

Long-term other receivables

74,024

95,122

Long-term loans

189,262

193,487

Guarantee deposits

156,488

155,409

Others

262

268

420,036

444,286

W

806,379

W

737,347

F-38

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

8. Trade

Receivables and Loans and Other Receivables, Continued

(2)

Trade receivables and loans and other receivables, net of provision for impairment, as of December 31, 2025 and 2024

are as follows:

(In millions of Korean won)

December 31, 2025

Gross

amount

Provision for

impairment

Carrying

amount

Trade receivables

W

18,201,785

W

(2,707

)

W

18,199,078

Current loans and other receivables

386,419

(76

)

386,343

Non-current loans and other receivables

420,972

(936

)

420,036

W

19,009,176

W

(3,719

)

W

19,005,457

(In millions of Korean won)

December 31, 2024

Gross

amount

Provision for

impairment

Carrying

amount

Trade receivables

W

13,020,351

W

(1,345

)

W

13,019,006

Current loans and other receivables

293,155

(94

)

293,061

Non-current loans and other receivables

445,227

(941

)

444,286

W

13,758,733

W

(2,380

)

W

13,756,353

(3) Details of provision for impairment

Changes in

the provision for impairment of trade receivables for the years ended December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

2024

Beginning balance

W 1,345

W

9,717

Bad debt expense

3,782

46

Reversal

(345

)

(1,327

)

Write-off

(2,076

)

(7,070

)

Foreign exchange difference

1

(21

)

Ending balance

W 2,707

W

1,345

Changes in the provision for impairment of current loans and other receivables for the years ended December 31, 2025 and 2024 are

as follows:

(In millions of Korean won)

2025

2024

Beginning balance

W

94

W

39

Bad debt expense

821

94

Reversal

(94

)

—

Write-off

(745

)

(39

)

Ending balance

W

76

W

94

F-39

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended

December 31, 2025, 2024 and 2023

8. Trade

Receivables and Loans and Other Receivables, Continued

(3) Details of provision for impairment, Continued

Changes in the provision for impairment of non-current loans and other receivables for the years ended

December 31, 2025 and 2024 are as follows

(In millions of Korean won)

2025

2024

Beginning balance

W

941

W

913

Bad debt expense

10

8

Reversal

7

(101

)

Foreign exchange difference

(22

)

121

Ending balance

W

936

W

941

(4)

The aging analysis of trade receivables and loans and other receivables as of December 31, 2025 and 2024 are as

follows:

(In millions of Korean won)

December 31, 2025

Not impaired

Overdue

Not past

due

Less than

3 months

Over 3

months

and less than

6 months

Over

6 months

Impaired

Total

Trade receivables

W

18,199,078

—

—

—

2,707

W

18,201,785

Current loans and other receivables

386,343

—

—

—

76

386,419

Non-current loans and other receivables

420,036

—

—

—

936

420,972

W

19,005,457

—

—

—

3,719

W

19,009,176

(In millions of Korean won)

December 31, 2024

Not impaired

Overdue

Not past

due

Less than

3 months

Over 3

months

and less than

6 months

Over

6 months

Impaired

Total

Trade receivables

W

13,019,006

—

—

—

1,345

W

13,020,351

Current loans and other receivables

293,061

—

—

—

94

293,155

Non-current loans and other receivables

444,286

—

—

—

941

445,227

W

13,756,353

—

—

—

2,380

W

13,758,733

F-40

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

9. Inventories

(1) Details

of inventories as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31, 2025

Acquisition

cost

Inventory valuation

allowance

Carrying

amount

Merchandise

W

5,564

W

(261

)

W

5,303

Finished goods

2,616,635

(209,670

)

2,406,965

Work-in-process

9,290,708

(83,271

)

9,207,437

Raw materials

1,507,058

(17,745

)

1,489,313

Supplies

1,086,570

(183,958

)

902,612

Goods in transit

277,760

—

277,760

W

14,784,295

W

(494,905

)

W

14,289,390

(In millions of Korean won)

December 31, 2024

Acquisition

cost

Inventory valuation

allowance

Carrying

amount

Merchandise

W

33,492

W

(26,717

)

W

6,775

Finished goods

3,138,975

(624,692

)

2,514,283

Work-in-process

8,952,952

(330,187

)

8,622,765

Raw materials

1,521,521

(60,495

)

1,461,026

Supplies

700,846

(114,547

)

586,299

Goods in transit

122,789

—

122,789

W

14,470,575

W

(1,156,638

)

W

13,313,937

(2)

The amount of the inventories recognized as cost of sales for the years ended December 31, 2025, 2024 and 2023 are

as follows:

(In millions of Korean won)

2025

2024

2023

Inventories recognized as cost of sales

W

39,117,310

W

35,634,490

W

32,206,255

(3)

The changes in inventory valuation allowance during the years ended December 31, 2025 and 2024 are as follows:

(In millions of won)

2025

2024

Beginning balance

W

1,156,637

W

2,426,602

Charged to cost of sales

112,906

98,592

Utilization upon sales

(774,638

)

(1,368,557

)

Ending balance

W

494,905

W

1,156,637

There were no significant reversals of inventory write-downs recognized during 2025 and 2024.

F-41

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

10. Other Current and Non-current Assets

Details of other current and non-current assets as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31,

2025

December 31,

2024

Current:

Advance payments

W

73,312

W

62,928

Prepaid expenses

291,529

247,166

Value added tax refundable

876,429

937,926

Contract assets

125,240

123,894

Others

11,525

21,830

1,378,035

1,393,744

Non-current:

Long-term advance payments

79,810

113,564

Long-term prepaid expenses

33,778

25,997

Others

31,342

34,581

144,930

174,142

W

1,522,965

W

1,567,886

11. Investments in Associates and Joint Ventures

(1) General information of investments in associates and joint ventures is as follows:

Type

Investee

Location

Business

Associates

SK China Company Limited 1

China

Consulting and investment

SK South East Asia Investment Pte. Ltd.

Singapore

Consulting and investment

SiFive, Inc. 2

U.S.A

Design and manufacture of semiconductor

Wuxi xinfa IC industry park., Ltd.

China

Developing science-technological park

Others

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd. 3

China

Manufacture of semiconductor parts

SK hynix system ic (Wuxi) Co., Ltd. 4, 5

China

Foundry factory construction

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor 3 , 7

Korea

Investment

Specialized Investment-type Private Equity Investment Trust For

Win-win System Semiconductor 3 , 6

Korea

Investment

Others

1

Management of the Group is able to exercise significant influence over the entity by participating the Board of Directors.

Accordingly, the investment has been classified as an associate.

2

The Group is able to exercise significant influence through its right to appoint a director to the Board of Directors of

investee. Accordingly, the investment has been classified as an associate.

3

It has been classified to a joint venture as it is stated in the agreement that unanimous vote is required for relevant

activities.

4

Net asset share amount and carrying amount of SK hynix system ic (Wuxi) Co., Ltd. were prepared based on the consolidated

financial statements including Hystars Semiconductor (Wuxi) Co., Ltd.

5

The Group disposed 49.9% of its shares of SK hynix system ic (Wuxi) Co., Ltd. and lost control over SK hynix system ic

(Wuxi) Co., Ltd. based on the agreement that major decisions of SK hynix system ic (Wuxi) Co., Ltd. require the approval of more than two-thirds of the shareholders during the year ended December 31,

2024. The fair value of remaining shares has been recognized as an investment in a joint venture. The Group’s ownership decreased due to a capital increase by issuing new shares to a third party during the year ended December 31, 2025. Due to

accumulated losses, an impairment loss of W 470,869 million was recognized during the year ended December 31, 2025 for the difference

between the recoverable amount and the carrying amount.

6

The principal amount of

W 2,700 million was collected during the year ended December 31, 2025.

7

The principal amount of

W 1,909 million was collected during the year ended December 31, 2025.

F-42

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

11. Investments in

Associates and Joint Ventures, Continued

(2) Details of investments in associates and joint ventures as of December 31,

2025 and 2024 are as follows:

(In millions of Korean won)

December 31, 2025

December 31, 2024

Investee

Ownership

(%)

Net asset

value

Carrying

amount

Ownership

(%)

Carrying

amount

Associates:

SK China Company Limited

11.87

W

410,963

W

463,560

11.87

W

456,471

SK South East Asia Investment Pte. Ltd.

20.00

370,671

370,671

20.00

401,843

SiFive, Inc.

6.84

9,651

9,175

6.81

18,311

Wuxi xinfa IC industry park., Ltd.

30.00

46,990

46,990

30.00

44,895

Others

152,863

160,957

131,978

Joint ventures:

HITECH Semiconductor (Wuxi) Co., Ltd.

45.00

150,937

152,015

45.00

157,255

SK hynix system ic (Wuxi) Co., Ltd.

49.79

(13,564

)

78,548

50.10

688,702

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor

33.33

9,039

9,039

33.33

11,237

Specialized Investment-type Private Equity Investment Trust For

Win-win System Semiconductor

37.50

19,574

19,574

37.50

22,459

Others

10,398

10,398

7,512

W

1,167,522

W

1,320,927

W

1,940,663

(3) Changes in investments in associates and joint ventures for the years ended December 31, 2025

and 2024 are as follows:

(In millions of Korean won)

2025

Beginning

balance

Acquis-

ition

Share of

profit

(loss)

Other

equity

movement

Dividend

Recovery

of

principal

Impairment

loss

Ending

balance

SK China Company Limited

W

456,471

W

—

W 4,005

W 3,084

W —

W —

W —

W

463,560

SK South East Asia Investment Pte. Ltd.

401,843

—

(10,281

)

(20,891

)

—

—

—

370,671

SiFive, Inc.

18,311

—

(9,854

)

718

—

—

—

9,175

Wuxi xinfa IC industry park., Ltd.

44,895

—

1,155

940

—

—

—

46,990

HITECH Semiconductor (Wuxi) Co., Ltd.

157,255

—

17,673

(4,441

)

(18,472

)

—

—

152,015

SK hynix system ic (Wuxi) Co., Ltd. 1

688,702

—

(133,296

)

(5,989

)

—

—

(470,869

)

78,548

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor

11,237

—

469

(167

)

(591

)

(1,909

)

—

9,039

Specialized Investment-type Private Equity Investment Trust For Win-win System Semiconductor

22,459

—

(185

)

—

—

(2,700

)

—

19,574

Others

139,490

9,000

36,769

6

(1,505

)

(12,266

)

(139

)

171,355

W

1,940,663

W

9,000

W (93,545)

W (26,740)

W (20,568)

W (16,875)

W (471,008)

W

1,320,927

1

During the year ended December 31, 2025, an impairment loss of W 470,869 million was recognized as actual operating performance during the year materially underperformed the business plan used in prior impairment assessments, resulting in accumulated

losses and a recoverable amount below the carrying amount.

F-43

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

11. Investments in

Associates and Joint Ventures, Continued

(3) Changes in investments in associates and joint ventures for the years ended

December 31, 2025 and 2024 are as follows, Continued:

(In millions of Korean won)

2024

Beginning

balance

Acquisi-

tion

Share of

profit

(loss)

Other

equity

move-

ment

Dividend

Recovery

of

principal

Impair-

ment loss

Transfer

Ending

balance

SK China Company Limited

W

408,230

W

—

W

4,609

W

43,632

W

—

W

—

W

—

W

—

W

456,471

SK South East Asia Investment Pte. Ltd.

351,923

—

4,093

45,827

—

—

—

—

401,843

SiFive, Inc. 1

53,277

—

(12,694

)

2,466

—

—

(24,738

)

—

18,311

Wuxi xinfa IC industry park., Ltd.

42,458

—

(2,215

)

4,652

—

—

—

—

44,895

HITECH Semiconductor (Wuxi) Co., Ltd.

137,655

—

17,603

19,172

(17,175

)

—

—

—

157,255

SK hynix system ic (Wuxi) Co., Ltd. 2

—

483,721

(35,348

)

(5,646

)

—

—

—

245,975

688,702

Hystars Semiconductor (Wuxi) Co., Ltd. 2

220,373

—

832

24,770

—

—

—

(245,975

)

—

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor

19,283

—

3,520

(66

)

(3,107

)

(8,393

)

—

—

11,237

Specialized Investment-type Private Equity Investment Trust For

Win-win System Semiconductor

29,779

—

37

143

—

(7,500

)

—

—

22,459

Others

104,370

25,859

6,056

10,956

(1,135

)

(6,616

)

—

—

139,490

W

1,367,348

W

509,580

W

(13,507

)

W

145,906

W

(21,417

)

W

(22,509

)

W

(24,738

)

W

—

W

1,940,663

1

Due to SiFive, Inc.’s continued accumulation of losses, the Group recognized

W 24,738 million, the difference between the book value and recoverable amount, as a loss related to investments in associates.

2

As Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd. during

the year ended December 31, 2024, the book value of Hystars Semiconductor (Wuxi) Co., Ltd. was transferred with the book value of SK hynix system ic (Wuxi) Co., Ltd.

F-44

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

11. Investments in

Associates and Joint Ventures, Continued

(4) Major associates and joint ventures’ summarized financial information as of

December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31, 2025

Current

assets

Non-current

assets

Current

liabilities

Non-current

liabilities

SK China Company Limited

W

1,787,188

W

2,120,977

W

151,370

W

293,452

SK South East Asia Investment Pte. Ltd.

1,021,847

983,307

58,110

36,458

HITECH Semiconductor (Wuxi) Co., Ltd.

298,955

277,560

182,138

58,962

SK hynix system ic (Wuxi) Co., Ltd.

210,511

1,233,265

962,673

520,468

(In millions of Korean won)

December 31, 2024

Current

assets

Non-current

assets

Current

liabilities

Non-current

liabilities

SK China Company Limited

W

1,621,534

W

2,168,615

W

111,297

W

299,593

SK South East Asia Investment Pte. Ltd.

1,197,435

2,268,114

613,999

14,918

HITECH Semiconductor (Wuxi) Co., Ltd.

272,861

306,426

69,219

163,986

SK hynix system ic (Wuxi) Co., Ltd. 1

456,634

1,361,701

1,011,649

585,647

1

Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the

year ended December 31, 2024.

(5) Major associates and joint ventures summarized financial information for

the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Revenue

Net profit

(loss)

Revenue

Net profit

(loss)

Revenue

Net profit

(loss)

SK China Company Limited

W

68,074

W

42,472

W

15,111

W

38,846

W

34,798

W

102,711

SK South East Asia Investment Pte. Ltd.

97,960

10,656

133,764

20,467

266,728

(43,317

)

Magnus Private Investment Co., Ltd. 1

—

—

—

—

—

(2,721

)

HITECH Semiconductor (Wuxi) Co., Ltd.

779,854

39,469

688,331

37,292

—

35,718

SK hynix system ic (Wuxi) Co., Ltd. 2

348,182

(265,822

)

45,996

(57,481

)

702,074

—

Hystars Semiconductor (Wuxi) Co., Ltd. 2

—

—

55,620

1,660

—

1,659

1

Liquidation was completed during the year ended December 31, 2023.

2

Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the

year ended December 31, 2024.

F-45

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

12. Property, Plant and Equipment

(1) Changes in property, plant and equipment for the years ended December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

Land

Buildings

Structures

Machinery

Vehicles

Others

Construction-

in-progress

Total

Beginning balance Changes during 2025

W

1,205,857

10,474,146

3,207,904

33,674,111

25,914

462,318

11,107,224

W

60,157,474

Acquisitions

16,317

627,479

327,158

11,867,710

379

318,128

17,015,647

30,172,818

Impairment

—

(45,120

)

—

—

—

(37

)

—

(45,157

)

Disposals

(1,171

)

(12,729

)

(7,469

)

(29,847

)

(455

)

(8,709

)

(31,036

)

(91,416

)

Depreciation

—

(471,753

)

(247,033

)

(11,718,575

)

(2,657

)

(223,498

)

—

(12,663,516

)

Transfers

466,389

(281,589

)

315,928

5,750,995

57

85,083

(6,329,203

)

7,660

Foreign exchange differences and others

(1,465

)

(42,343

)

9,202

(21,790

)

(3

)

1,239

(18,895

)

(74,055

)

Reclassified as assets held for sale

—

—

(2

)

(1,091

)

—

(1,270

)

—

(2,363

)

Business combination

—

—

1,777

38,657

—

817

8

41,259

Ending balance

W

1,685,927

10,248,091

3,607,465

39,560,170

23,235

634,071

21,743,745

W

77,502,704

Acquisition cost

W

1,685,927

13,544,821

5,322,428

139,232,683

46,864

3,034,803

21,769,815

W

184,637,341

Accumulated depreciation

—

(3,209,393

)

(1,694,511

)

(99,343,367

)

(23,629

)

(2,399,992

)

—

(106,670,892

)

Accumulated impairment

—

(68,346

)

(15,339

)

(299,800

)

—

(16

)

(26,070

)

(409,571

)

Government grants

—

(18,991

)

(5,113

)

(29,346

)

—

(724

)

—

(54,174

)

W

1,685,927

10,248,091

3,607,465

39,560,170

23,235

634,071

21,743,745

W

77,502,704

(In millions of Korean won)

2024

Land

Buildings

Structures

Machinery

Vehicles

Others

Construction-

in-progress

Total

Beginning balance

W

1,207,988

10,341,242

3,080,243

31,471,525

31,044

554,024

6,018,787

W

52,704,853

Changes during 2024

Acquisitions

66

156,877

292,362

9,990,891

526

152,395

7,362,704

17,955,821

Impairment

—

—

—

21

—

(12

)

—

9

Disposals

—

(24

)

(1,858

)

(21,042

)

(2,557

)

(1,729

)

(4,840

)

(32,050

)

Depreciation

—

(505,552

)

(227,972

)

(10,553,687

)

(3,144

)

(245,280

)

—

(11,535,635

)

Transfers

(9,735

)

121,201

49,237

2,327,386

—

3,786

(2,490,804

)

(1,071

)

Foreign exchange differences and others

7,538

360,402

98,560

841,568

45

12,722

221,541

1,542,376

Reclassified as assets held for sale

—

—

(82,668

)

(382,551

)

—

(13,588

)

(164

)

(478,971

)

Ending balance

W

1,205,857

10,474,146

3,207,904

33,674,111

25,914

462,318

11,107,224

W

60,157,474

Acquisition cost

W

1,205,857

13,771,703

4,615,743

123,124,358

47,115

2,664,488

11,175,488

W

156,604,752

Accumulated depreciation

—

(3,256,494

)

(1,389,621

)

(89,123,068

)

(21,200

)

(2,201,560

)

—

(95,991,943

)

Accumulated impairment

—

(23,226

)

(15,339

)

(261,984

)

—

(13

)

(68,264

)

(368,826

)

Government grants

—

(17,837

)

(2,879

)

(65,195

)

(1

)

(597

)

—

(86,509

)

W

1,205,857

10,474,146

3,207,904

33,674,111

25,914

462,318

11,107,224

W

60,157,474

F-46

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

12. Property, Plant and

Equipment, Continued

(2) Details of depreciation expense allocation for the years ended December 31, 2025,

2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Cost of sales

W

11,839,495

W

10,696,150

W

11,810,720

Selling and administrative expenses

242,739

249,368

250,180

Research and development expenses and others

581,282

590,117

669,550

W

12,663,516

W

11,535,635

W

12,730,450

(3) Certain property, plant and equipment are pledged as collaterals for borrowings of the Group as of

December 31, 2025 (See note 32).

(4) The Group capitalized borrowing costs amounting to W 249,760 million (2024: W 202,995 million

and 2023: W 136,622 million) on qualifying assets during the year ended December 31, 2025. Borrowing costs were calculated using a

capitalization rate of 3.91% (2024: 6.32% and 2023: 4.34%) for the year ended December 31, 2025.

(5) The Group provides certain

property, plant, and equipment as operating leases. Rental income from the property, plant and equipment during the year ended December 31, 2025 are

W 29,144 million (2024:

W 23,811 million and 2023: W 28,403

million).

13. Leases

(1) Leases as lessee

(a) Changes in right-of-use assets for the years ended December 31, 2025 and 2024

are as follows:

(In millions of Korean won)

2025

Properties

Structures

Machinery

Vehicles

Others

Total

Beginning balance

W

412,296

1,513,255

540,219

19,821

1,280

W

2,486,871

Increase

61,141

111,711

75,928

13,576

27,742

290,098

Termination

(3,005

)

—

—

(2,410

)

—

(5,415

)

Depreciation

(75,121

)

(152,098

)

(185,859

)

(13,726

)

(8,979

)

(435,783

)

Foreign exchange difference

(2,448

)

4,324

—

36

1

1,913

Reclassified as assets held for sale

(1,227

)

—

—

—

—

(1,227

)

Ending balance

W

391,636

1,477,192

430,288

17,297

20,044

W

2,336,457

Acquisition cost

W

648,293

2,169,989

673,504

36,689

27,775

W

3,556,250

Accumulated depreciation

(223,209

)

(692,797

)

(243,216

)

(19,392

)

(7,731

)

(1,186,345

)

Government grants

(33,448

)

—

—

—

—

(33,448

)

W

391,636

1,477,192

430,288

17,297

20,044

W

2,336,457

F-47

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

13. Leases, Continued

(1) Leases as lessee, Continued

(a) Changes in right-of-use assets for the years ended December 31, 2025 and 2024 are as follows, Continued:

(In millions of Korean won)

2024

Properties

Structures

Machinery

Vehicles

Others

Total

Beginning balance

W

419,162

1,523,997

709,973

23,551

18,161

W

2,694,844

Increase

43,827

204,843

51,627

13,534

(195

)

313,636

Termination

(6,142

)

—

—

(4,171

)

—

(10,313

)

Depreciation

(74,900

)

(152,250

)

(193,853

)

(13,170

)

(15,516

)

(449,689

)

Foreign exchange difference

33,045

41,827

1,073

317

403

76,665

Reclassified as assets held for sale

(2,696

)

(105,162

)

(28,601

)

(240

)

(1,573

)

(138,272

)

Ending balance

W

412,296

1,513,255

540,219

19,821

1,280

W

2,486,871

Acquisition cost

W

606,918

2,048,948

802,452

34,245

22,647

W

3,515,210

Accumulated depreciation

(160,786

)

(535,693

)

(262,233

)

(14,424

)

(21,367

)

(994,503

)

Government grants

(33,836

)

—

—

—

—

(33,836

)

W

412,296

1,513,255

540,219

19,821

1,280

W

2,486,871

(b) Changes in lease liabilities for the years ended December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

2024

Beginning balance

W

2,768,376

W

3,029,874

Acquisition

290,133

266,528

Termination

(5,361

)

(13,971

)

Interest expenses

97,843

105,238

Payments

(648,765

)

(635,953

)

Foreign exchange difference

8,954

161,165

Reclassified as liabilities held for sale

(1,237

)

(144,505

)

Ending balance

W

2,509,943

W

2,768,376

(c) The details of the minimum lease payment to be paid in the future for each period in connection

with lease liabilities, present value and current/non-current classification of lease liabilities as of December 31, 2025 are as follows:

(In millions of Korean won)

2025

Less than one year

W

576,548

One to five years

1,494,878

More than five years

944,492

Total lease liabilities undiscounted as of December 31, 2025

3,015,918

Present value of lease liabilities recognized as of December 31, 2025

2,509,943

Current lease liabilities

547,296

Non-current lease liabilities

1,962,647

F-48

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

13. Leases, Continued

(1) Leases as lessee, Continued

(d) The amounts recognized in profit or loss in relation to right-of-use assets and lease liabilities for the years ended December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

2024

Depreciation of right-to-use

assets

W

435,783

W

449,689

Interest expenses of lease liabilities

97,843

105,238

Expenses relating to short-term leases or to leases of low-value

assets

7,906

7,997

The total cash outflow from leases is

W 656,671 million (2024:

W 643,950 million).

14. Intangible Assets

(1) Changes in intangible assets for the years ended December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

Goodwill

Industrial

property

rights

Development

costs

Others

Total

Beginning balance

W

848,828

90,464

713,642

2,365,913

W

4,018,847

Changes during 2025

Internal development

—

—

266,890

—

266,890

External acquisition

—

2,012

—

689,777

691,789

Business combination

—

3

—

1,409

1,412

Disposals

(32,596

)

(856

)

—

(6,316

)

(39,768

)

Amortization

—

(17,442

)

(348,757

)

(464,620

)

(830,819

)

Impairment

—

—

—

(38,053

)

(38,053

)

Transfers

—

21,966

—

(29,718

)

(7,752

)

Reclassified as assets held for sale

—

—

—

(287

)

(287

)

Others

(8,709

)

(6

)

—

(4,142

)

(12,857

)

Ending balance

W

807,523

96,141

631,775

2,513,963

W

4,049,402

Acquisition cost

W

1,830,625

242,212

5,213,157

5,773,909

W

13,059,903

Accumulated amortization and impairment

(1,023,102

)

(146,071

)

(4,581,382

)

(3,259,946

)

(9,010,501

)

W

807,523

96,141

631,775

2,513,963

W

4,049,402

F-49

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

14. Intangible Assets,

Continued

(1) Changes in intangible assets for the years ended December 31, 2025 and 2024 are as follows, Continued:

(In millions of Korean won)

2024

Goodwill

Industrial

property

rights

Development

costs

Others

Total

Beginning balance

W

803,348

92,096

410,667

2,528,456

W

3,834,567

Changes during 2024

Internal development

—

—

417,724

—

417,724

External acquisition

—

1,581

—

327,530

329,111

Disposals

—

(9,092

)

—

(8,592

)

(17,684

)

Amortization

—

(17,421

)

(114,749

)

(464,030

)

(596,200

)

Impairment

—

—

—

(216

)

(216

)

Transfers

—

23,271

—

(32,483

)

(9,212

)

Reclassified as assets held for sale

—

—

—

(29,094

)

(29,094

)

Others

45,480

29

—

44,342

89,851

Ending balance

W

848,828

90,464

713,642

2,365,913

W

4,018,847

Acquisition cost

W

1,896,957

227,202

4,946,266

5,319,455

W

12,389,880

Accumulated amortization and impairment

(1,048,129

)

(136,738

)

(4,232,624

)

(2,953,542

)

(8,371,033

)

W

848,828

90,464

713,642

2,365,913

W

4,018,847

(2) Details of amortization expense allocation for the years ended December 31, 2025, 2024 and

2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Cost of sales

W

321,740

W

311,226

W

234,001

Selling and administrative expenses

483,516

256,853

282,685

Research and development expenses and other

25,563

28,121

35,855

W

830,819

W

596,200

W

552,541

(3) Goodwill impairment tests

The Group

allocates goodwill to identified CGUs, and the details of goodwill for each CGU as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

2024

SK hynix CGU (*)

W

807,523

W

848,328

(*)

The SK hynix CGU is comprised of non-current assets of the Group excluding those

of Solidigm.

The Group performs goodwill impairment tests annually. For the purpose of impairment tests, goodwill is allocated to the relevant

CGU. The recoverable amount of the SK hynix CGU as of December 31, 2025 and 2024 was determined considering the fair value less costs to sell, which was determined based on the amount using the current stock price as of December 31, 2025

and 2024. No impairment loss of goodwill was recognized since the recoverable amount is higher than the carrying value of the CGU as of December 31, 2025 and 2024.

F-50

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

14. Intangible Assets,

Continued

(4) Among costs associated with development activities, W 266,890 million (2024: W 417,724 million

and 2023: W 350,550 million) that met capitalization criteria, were capitalized as development cost for the year ended December 31, 2025. In

addition, costs associated with research activities and other development expenditures that did not meet the criteria in the amount of

W 6,465,637 million (2024:

W 4,436,341 million and 2023:

W 3,750,706 million) were recognized as expenses for the year ended December 31, 2025.

The Group assesses whether there’s any indication for impairment of development costs at the end of the reporting period, and no impairment loss was recognized for

development projects during the years ended December 31, 2025 and 2024 as there are no development projects of which the recoverable value is less than the book value.

15. Other Payables

Details of other payables as of December 31, 2025

and 2024 are as follows:

(In millions of Korean won)

December 31,

2025

December 31,

2024

Current:

Accrued expenses

W

6,277,237

W

3,977,166

Deposits payable

5,874

6,377

6,283,111

3,983,543

Non-current:

Long-term accrued expenses

8,400

40,584

Deposits payable

11,570

11,313

19,970

51,897

W

6,303,081

W

4,035,440

16. Borrowings

(1) Details of borrowings as

of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31,

2025

December 31,

2024

Current:

Short-term borrowings

W

2,395,797

W

1,283,488

Current portion of long-term borrowings

1,470,301

1,143,258

Current portion of debentures 1

4,295,659

2,825,492

8,161,757

5,252,238

Non-current:

Long-term borrowings

2,879,750

5,022,069

Debentures

11,206,398

12,409,426

14,086,148

17,431,495

W

22,247,905

W

22,683,733

1

The carrying amount includes exchangeable bond issued by the Group during the year ended December 31, 2023. The

maturity date of the exchangeable bond is in 2030, but the Group has classified the exchangeable bond as current borrowings

F-51

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

16. Borrowings, Continued

(1) Details of borrowings as of December 31, 2025 and 2024 are as follows, Continued:

due to the possibility of exercising conversion rights by the bondholders. During the year ended December 31, 2025, exchangeable bonds equivalent to USD 926,400,000 were

exchanged for 11,206,742 shares upon exercise of exchange rights by the bondholders. On a cumulative basis, exchangeable bonds equivalent to USD 961,600,000 have been exchanged for 11,627,828 shares. The conditions of issuance are as follows:

Type of bond Issue amount

Foreign exchangeable bond

USD 1,700,000,000

Outstanding balance of bonds issued 1

USD 738,400,000

Interest rate

Coupon Rate

1.75%

Yield Rate

1.75%

Maturity Date

April 11, 2030

Redemption measures

1) Redemption upon maturity: redemption of the remaining amounts for which conversion rights or early redemption has not been exercised upon maturity date

2) Early redemption: Redemption by the Call Option of the Issuer or redemption by the Put Option of Bondholders

Details of conversion

right

Conversion Rate

100.00% of the principal amount

Conversion price

W 108,811 per share

Subject of Conversion

Ordinary shares of the SK hynix Inc. (currently held as treasury shares)

Conversion period

May 22, 2023 - April 1, 2030

Adjustment to Conversion Price

Adjustment of the Conversion Price in certain circumstances, including but not limited to:

Bonus issue, subdivision, consolidation, reclassification, rights issues of options or warrants

over shares, share dividends, capital distribution, modification of rights of conversion, issues at less than Current Market Price, etc.

Put Option of Bondholders

The fourth anniversary from the transaction date (April 11, 2027)

In the case of a change of control of the Parent company

In the case of the Shares of the Parent company ceases to be listed or admitted to trading or are suspended for trading for a period equal to or exceeding 20 consecutive Trading Days

Call Option of the Issuer

On or after April 25, 2028, in the case of the closing price of the Shares for any 20 trading days in a period of 30 consecutive trading days is at least 130% of the prevailing Conversion Price

In the case of the aggregate principal amount of the Bonds outstanding is less than 10% of the aggregate principal amount originally issued (Clean Up Call)

In the case of the Issuer becomes obliged to pay any additional amounts, as a result of changes relating to tax laws in Korea.

1

The number of exchangeable shares was 20,126,911 upon initial issuance, but due to the exercise of conversion rights and

adjustments in the conversion price, the number of exchangeable shares has been changed to 8,932,547 as of December 31, 2025.

F-52

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

16. Borrowings, Continued

(2) Details of borrowings as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

Financial institutions

Maturity date

Interest rate

per annum in

2025 (%)

2025

2024

Short-term borrowings:

Commercial Paper

Shinhan Bank

2026.09

3.7~4.0

W

300,000

W

300,000

General borrowings

Nonghyup Bank and others

2026.01~2026.12

1.4~6.3

2,095,797

983,488

2,395,797

1,283,488

Long-term borrowings:

Funds for equipment

MUFG and others

2026.01~2030.12

1.0~7.7

3,473,363

5,076,594

General borrowings

The Export-Import Bank of Korea and others

2026.12~2027.12

2.9~4.5

883,200

1,104,402

4,356,563

6,180,996

Less: Current portion

(1,470,301

)

(1,143,258

)

Less: Discounts on borrowings

(6,512

)

(15,669

)

W

2,879,750

W

5,022,069

F-53

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

16. Borrowings, Continued

(3) Details of debentures as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

Maturity

date

Interest rate per

annum in 2025 (%)

December 31,

2025

December 31,

2024

Unsecured notes in local currency:

Unsecured corporate bonds 219-2nd

2025.08.27

2.67

W

—

W

90,000

Unsecured corporate bonds 220-3rd

2026.05.09

2.17

120,000

120,000

Unsecured corporate bonds 220-4th

2029.05.09

2.54

250,000

250,000

Unsecured corporate bonds 221-2nd

2025.02.14

1.72

—

360,000

Unsecured corporate bonds 221-3rd

2027.02.14

1.93

130,000

130,000

Unsecured corporate bonds 221-4th

2030.02.14

2.21

230,000

230,000

Unsecured corporate bonds 222-1st

2030.11.10

2.33

70,000

70,000

Unsecured corporate bonds 222-2nd

2035.11.10

2.73

100,000

100,000

Unsecured corporate bonds 223-2nd

2026.04.13

1.89

360,000

360,000

Unsecured corporate bonds 223-3rd

2028.04.13

2.11

80,000

80,000

Unsecured corporate bonds 223-4th

2031.04.13

2.48

190,000

190,000

Unsecured corporate bonds 224-1st

2026.02.13

3.83

430,000

430,000

Unsecured corporate bonds 224-2nd

2028.02.14

4.27

780,000

780,000

Unsecured corporate bonds 224-3rd

2030.02.14

4.52

100,000

100,000

Unsecured corporate bonds 224-4th

2033.02.14

4.90

80,000

80,000

Unsecured corporate bonds 225-1st

2027.04.08

3.63

350,000

350,000

Unsecured corporate bonds 225-2nd

2029.04.08

3.72

300,000

300,000

Unsecured corporate bonds 225-3rd

2031.04.08

3.84

100,000

100,000

Unsecured corporate bonds 226-1st

2028.01.20

2.98

440,000

—

Unsecured corporate bonds 226-2nd

2030.01.20

3.03

190,000

—

Unsecured corporate bonds 226-3rd

2032.01.20

3.09

70,000

—

4,370,000

4,120,000

Unsecured notes in foreign currency:

Unsecured global bonds 10-2nd

2026.01.19

1.50

1,434,900

1,470,000

Unsecured global bonds 10-3rd

2031.01.19

2.38

1,434,900

1,470,000

Unsecured global bonds 11-1st

2026.01.17

6.25

1,076,175

1,102,500

Unsecured global bonds 11-2nd

2028.01.17

6.38

1,434,900

1,470,000

Unsecured global bonds 11-3rd

2033.01.17

6.50

1,076,175

1,102,500

Unsecured global bonds 12th

2025.11.17

5.89

—

441,000

Unsecured global bonds 14-1st

2027.01.16

5.50

717,450

735,000

Unsecured global bonds 14-2nd

2029.01.16

5.50

1,434,900

1,470,000

Unsecured global bonds 15-1st

2028.09.11

4.25

860,940

—

Unsecured global bonds 15-2nd

2030.09.11

4.38

860,940

—

10,331,280

9,261,000

Foreign exchangeable bond:

Unsecured global bonds 13th

2030.04.11

1.75

1,059,530

2,447,256

1,059,530

2,447,256

15,760,810

15,828,256

Less: Discounts on debentures

(258,753

)

(593,338

)

Less: Current portion

(4,295,659

)

(2,825,492

)

W

11,206,398

W

12,409,426

F-54

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

17. Other Current and Non-current Liabilities

Details of other current and non-current liabilities as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31,

2025

December 31,

2024

Current

Advance receipts

W

59,298

W

40,161

Unearned income

6,499

3,730

Withholdings

318,105

157,970

Contract liabilities 1

474,185

543,477

Others

79,520

55,838

937,607

801,176

Non-current

Other long-term employee benefits

1,300,847

302,141

Others

130

239,629

1,300,977

541,770

W

2,238,584

W

1,342,946

1

Contract liabilities include advance receipts from customers and return liabilities, and the advance receipts from

customers at the beginning of 2024 were recognized as revenue during the year ended December 31, 2024.

18. Provisions

(1) Changes in provisions for the years ended December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

Beginning

Balance

Increase

Utilization

Reversal

Ending

Balance

Warranty

W

263,001

W

—

W

(6,206

)

W

(34,044

)

W

222,751

Emission allowances

5,407

—

—

(1,048

)

4,359

Restoration

1,827

—

—

—

1,827

W

270,235

W

—

W

(6,206

)

W

(35,092

)

W

228,937

(In millions of Korean won)

2024

Beginning

Balance

Increase

Utilization

Reversal

Ending

Balance

Purchase commitments

W

29,656

W

—

W

—

W

(29,656

)

W

—

Warranty

256,402

18,155

(11,556

)

—

263,001

Emission allowances

234

7,414

(2,241

)

—

5,407

Restoration

1,827

—

—

—

1,827

W

288,119

W

25,569

W

(13,797

)

W

(29,656

)

W

270,235

(2) Provisions for warranty

The Group estimates the

expected warranty costs based on historical results and records provisions for warranty. Regarding the durability issue of certain products sold in the prior years, the Group separately estimated and recorded warranty provisions for the amount

expected to be paid for product replacement and other customer supporting activities.

F-55

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

18. Provisions, Continued

(3) Provision for emission allowances

The Group recognizes estimated future payment for the number of emission certificates required to settle the Group’s obligation exceeding the actual number of

certificates on hand as emission allowances according to the Act on Allocation and Trading of Greenhouse Gas Emission Permits.

(a) Details of the allocated amount

of emission permits are as follows:

(In ten thousand tons CO2-eq)

The third compliance period

(2021 - 2025)

2021

2022

2023

2024

2025

Total

Allocated emission permits

548

524

504

577

554

2,707

(b) Changes in the emission permits rights for the year ended December 31, 2025 are as follows:

(In ten thousand tons CO2-eq)

2024

Beginning balance

19

Allocated

577

Submission

(524

)

Carryforwards

(58

)

Disposal

(14

)

Ending balance

—

(c) The estimated net volume of emission made by the Group is 6.23 million tons as of December 31, 2025.

19. Defined Benefit Liabilities (Assets)

Under the defined benefit plan, the

Group pays employee benefits to retired employees in the form of a lump sum based on their salaries and years of service at the time of their retirement. Accordingly, the Group is exposed to a variety of actuarial assumption risks such as risk

associated with expected years of service, interest risk, and market (investment) risk.

(1) Details of defined benefit liabilities(assets) as of December 31,

2025 and 2024 are as follows:

(In millions of Korean won)

December 31,

2025

December 31,

2024

Present value of defined benefit obligations

W

3,447,188

W

3,125,802

Fair value of plan assets

(4,933,932

)

(4,211,967

)

Net defined benefit liabilities(assets)

W

(1,486,744

)

W

(1,086,165

)

Defined benefit liabilities

W

66,144

W

68,090

Employee benefit assets 1

W

1,552,888

W

1,154,255

1

The Parent Company and certain subsidiaries’ fair value of plan assets in excess of the present value of defined

benefit obligations, presented as employee benefit assets, amounted to W 1,552,888 million and W 1,154,255 million as of December 31, 2025 and 2024, respectively.

F-56

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

19. Defined Benefit

Liabilities (Assets), Continued

(2) Principal actuarial assumptions as of December 31, 2025 and 2024 are as follows:

December 31,

2025 (%)

December 31,

2024 (%)

Discount rate for defined benefit obligations

4.08 ~ 5.64

3.46 ~ 5.07

Expected rate of salary increase

3.00 ~ 6.04

3.50 ~ 6.84

(3)

Weighted average durations of defined benefit obligations as of December 31, 2025 and 2024 are 10.96 years and 11.57

years, respectively.

(4)

Changes in defined benefit obligations for the years ended December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

2024

Beginning balance

W

3,125,802

W

2,511,541

Current service cost

293,157

244,640

Past service cost

(5,404

)

2,965

Interest expense

153,278

144,914

Transfer from associates

(7,355

)

3,069

Remeasurements:

73,063

343,386

Demographic assumption

4,910

33,869

Financial assumption

(119,948

)

238,461

Adjustment based on experience

188,101

71,056

Benefits paid

(185,615

)

(125,654

)

Others

262

941

Ending balance

W

3,447,188

W

3,125,802

(5)

Changes in plan assets for the years ended December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

2024

Beginning balance

W

4,211,967

W

3,851,623

Contributions

736,528

269,436

Interest income

208,769

223,602

Transfer from associates

(4,983

)

2,672

Benefits paid

(183,803

)

(108,727

)

Remeasurements

(33,700

)

(26,751

)

Others

(846

)

112

Ending balance

W

4,933,932

W

4,211,967

F-57

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

19. Defined Benefit

Liabilities (Assets), Continued

(6)

The amounts recognized in profit or loss for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Current service cost

W

293,157

W

244,640

W

229,788

Past service cost

(5,404

)

2,965

4,323

Net interest income

(55,491

)

(78,688

)

(82,141

)

W

232,262

W

168,917

W

151,970

(7)

The amounts in which defined benefit plan related expenses are included for the years ended December 31, 2025, 2024

and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Cost of sales

W

129,160

W

83,640

W

76,187

Selling and administrative expenses

47,250

41,440

35,537

Research and development expenses and other

55,852

43,837

40,246

W

232,262

W

168,917

W

151,970

(8)

Details of plan assets as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

2025

2024

Deposits

W

4,825,314

W

4,210,840

Others

108,618

1,127

W

4,933,932

W

4,211,967

Actual return on plan assets for the years ended December 31, 2025, 2024 and 2023 amounted to W 175,069 million, W 196,851 million and W 190,641 million, respectively.

(9)

As of December 31, 2025, the Group funded defined benefit obligations through insurance plans with Mirae Asset Life

Insurance Co., Ltd. and other insurance companies. The Group’s reasonable estimation of contribution to the plan assets for the year ending December 31, 2026 is

W 848,730 million under the assumption that the Group maintains the defined benefit plan.

F-58

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

19. Defined Benefit

Liabilities (Assets), Continued

(10)

The sensitivity analysis of the defined benefit obligations as of December 31, 2025 to changes in the principal

assumptions is as follows:

(In millions of Korean won)

Effects on defined

benefit obligation

Increase

of rate

Decrease

of rate

Discount rate (if changed by 1% point)

W

(331,254

)

W

388,314

Expected salary increase rate (if changed by 1% point)

394,054

(341,465

)

The sensitivity analysis above was calculated under the assumption that other assumptions were constant. The sensitivity of defined

benefit liabilities to changes in major actuarial assumptions was calculated using the same predictive unit approach used to calculate defined benefit liabilities recognized in the statement of financial position.

(11)

In addition to defined benefit plans, the Group also operates defined contribution plans. Contributions to defined

contribution plans amounting to W 19,637 million (2024:

W 13,350 million and 2023: W 9,903)

were recognized as cost for the year ended December 31, 2025.

20. Deferred Income Tax

(1)

Changes in deferred income tax assets and liabilities for the years ended December 31, 2025 and 2024 without taking

into consideration the offsetting of balances within the same tax authority, are as follows:

(In millions of Korean won)

2025

Beginning

Profit

or loss

Equity

Foreign

exchange

differences

Ending

Inventories, net

W

332,496

(60,848

)

—

(99

)

W

271,549

Property, plant and equipment, net

219,328

250,083

—

11,162

480,573

Defined benefits liabilities, net

(309,437

)

(99,030

)

28,071

953

(379,443

)

Short-term and long-term investment assets and others

4,620

(2,900,523

)

—

—

(2,895,903

)

Employee benefits

121,216

276,813

—

(2,693

)

395,336

Provisions

(25,112)

(35,279

)

—

4,314

(56,077

)

Other assets and other liabilities

61,364

15,512

—

142

77,018

Accrued expenses

258,083

(69,847

)

—

—

188,236

Other financial liabilities

335,912

978,914

(809

)

(32

)

1,313,985

Others

90,378

(5,452

)

—

(56,601

)

28,325

Deferred tax assets for temporary differences, net

1,088,848

(1,649,657

)

27,262

(42,854

)

(576,401

)

Tax loss carryforwards recognized

42,781

(906

)

—

(113

)

41,762

Tax credit carryforwards recognized and others

1,462,078

2,353,881

—

9

3,815,968

Equity-settled share-based payments

—

18,069

112,700

—

130,769

Deferred tax assets recognized, net

W

2,593,707

721,387

139,962

(42,958

)

W

3,412,098

F-59

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

20. Deferred Income Tax,

Continued

(1)

Changes in deferred income tax assets and liabilities for the years ended December 31, 2025 and 2024 without taking

into consideration the offsetting of balances within the same tax authority, are as follows, Continued:

(In millions of Korean won)

2024

Beginning

Profit

or loss

Equity

Foreign

exchange

differences

Ending

Inventories, net

W

598,419

(266,611

)

—

688

W

332,496

Property, plant and equipment, net

104,570

53,737

—

61,021

219,328

Defined benefits liabilities, net

(358,931

)

(46,932

)

96,418

8

(309,437

)

Short-term and long-term investment assets and others

92,238

(87,618

)

—

—

4,620

Employee benefits

90,834

30,382

—

—

121,216

Provisions

5,173

(28,523

)

—

(1,762

)

(25,112

)

Other assets and other liabilities

26,162

35,902

—

(700

)

61,364

Accrued expenses

115,618

142,465

—

—

258,083

Other financial liabilities

258,670

77,024

(779

)

997

335,912

Others

36,325

26,995

—

27,058

90,378

Deferred tax assets for temporary differences, net

969,078

(63,179

)

95,639

87,310

1,088,848

Tax loss carryforwards recognized

1,270,086

(1,228,632

)

—

1,327

42,781

Tax credit carryforwards recognized and others

635,912

825,481

—

685

1,462,078

Deferred tax assets recognized, net

W

2,875,076

(466,330

)

95,639

89,322

W

2,593,707

(2)

As of December 31, 2025 and 2024, the temporary differences and others, for which no deferred tax assets

(liabilities) were recognized are as follows:

(In millions of Korean won)

December 31, 2025

December 31, 2024

Investments in subsidiaries, associates, and joint ventures and others:

Deductible temporary differences

W

10,861,746

W

11,642,857

Taxable temporary differences

(4,276,726

)

(2,427,114

)

Other deductible temporary differences

3,633,879

3,800,846

10,218,899

13,016,589

Tax losses and others 1

W

3,488,375

W

4,712,492

1

As of December 31, 2025 and 2024, the amount and maturity of tax loss carryforwards and tax credit carryforwards that

are not recognized as deferred tax assets are as follows:

(In millions of Korean won)

December 31, 2025

December 31, 2024

Amount

Maturity

Amount

Maturity

Tax losses

W

847,567

2026~2030

W

678,443

2025~2030

8,093

2031~2036

9,095

2031~2036

417,707

2037~2045

432,927

2037~2043

2,100,709

—

3,479,716

—

Tax credits

6,121

2026~2030

4,688

2025~2030

8,716

2031~2039

3,003

2031~2034

51,012

2042~2044

65,350

2042~2044

48,450

—

39,270

—

F-60

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

20. Deferred Income Tax,

Continued

(3)

Details of period when the deferred income tax assets (liabilities) are expected to be recovered (settled) as of

December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31,

2025

December 31,

2024

Deferred income tax assets to be recovered after more than 12 months

W

6,165,228

W

2,973,435

Deferred income tax assets to be recovered within 12 months

2,594,722

2,096,919

Deferred income tax assets recognized

8,759,950

5,070,354

Deferred income tax liabilities to be settled after more than 12 months

(5,307,021

)

(2,472,027

)

Deferred income tax liabilities to be settled within 12 months

(40,831

)

(4,620

)

Deferred income tax liabilities recognized

W

(5,347,852

)

W

(2,476,647

)

Net income deferred tax assets recognized

W

3,412,098

W

2,593,707

21. Derivative Financial Instruments

(1)

Currency and interest rate swap

(a)

Details of derivative financial instruments applying cash flow hedge accounting as of December 31, 2025 are as

follows:

(In millions of Korean won and thousands of foreign currencies)

Hedged items

Hedging instruments

Borrowing

date

Financial instrument

Hedged risk

Type of contract

Financial

institution

Contract

period

2019.10.02

Foreign currency denominated borrowing for equipment with floating rate

(Par value: USD 125,000)

Foreign currency risk and interest rate risk

Floating-to-fixed

cross currency interest rate swap

Korea Development Bank

2019.10.02 ~

2026.10.02

2025.10.02

Foreign currency denominated borrowing for equipment with floating rate (Par value: USD 14,000)

Foreign currency risk and interest rate risk

Floating-to-fixed cross currency interest rate swap

Shinhan Bank

2025.10.02 ~

2029.10.02

2023.01.17

Foreign currency denominated bond with fixed rate

(Par value: USD 750,000)

Foreign currency risk

Fixed-to-fixed

cross currency swap

Kookmin Bank and others

2023.01.17 ~

2026.01.17

2023.04.04

Borrowing for equipment with floating rate

(Par value: KRW 100,000)

Interest rate risk

Interest rate swap

Woori Bank

2023.04.04 ~

2028.04.04

2024.03.07

Borrowing for equipment with floating rate

(Par value: KRW 248,800)

Interest rate risk

Interest rate swap

Shinhan Bank

2024.03.07 ~

2027.10.18

F-61

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

21. Derivative Financial

Instruments, Continued

(b)

The fair value of derivative financial assets and derivative financial liabilities held by the Group are presented in

other financial assets and other financial liabilities in the consolidated financial statements of financial position as of December 31, 2025, and the details are as follows:

(In millions of Korean won and thousands of foreign currencies)

Type of contract

Hedged items

Cash flow

hedge

Fair value

Fixed-to-fixed cross

currency swap

Foreign currency denominated bond with fixed rate

(Par value: USD 750,000)

W

162,969

W

162,969

Floating-to-fixed cross

currency interest rate swap

Foreign currency denominated borrowing for equipment with floating rate

(Par value: USD

139,000)

32,898

32,898

Derivative financial assets

W

195,867

Interest rate swap

Borrowing for equipment with floating rate

(Par value: KRW 348,800)

W

2,826

W

2,826

Derivative financial liabilities

W

2,826

As of December 31, 2025, changes of fair value of the derivative are recognized in other comprehensive income or loss as all of

designated hedging instruments are all effective against risks. And reclassified from other comprehensive income to profit and loss is amounting to

W 11,254 million (2024:

W 249,435 million and 2023:

W 123,197 million) for the year ended December 31, 2025.

(2) Embedded Derivatives

The details of the embedded derivatives held by the Group

presented in other financial liabilities in the consolidated financial statements of financial position as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

Derivative financial liabilities

December 31,

2025

December 31,

2024

Fair value

Embedded Derivatives 1

W

4,911,677

W

1,738,962

W

4,911,677

1

Embedded derivatives are conversion right, call option, and put options granted on exchangeable bonds issued by the Group

on April 11, 2023 (see note 16).

(3) Option Contract

The Group had a call option to purchase shares of Skyhigh Memory Ltd., held by Cypress at book value through a contract with Cypress, a

non-controlling shareholder as of December 31, 2024. Due to the exercise of the call option, there are no call options as of December 31, 2025.

(In millions of Korean won)

Derivative financial assets

December 31,

2025

December 31,

2024

Fair value

Call options

W

—

W

8,692

W

—

F-62

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

21. Derivative Financial

Instruments, Continued

(4) Currency Forward Contracts

The

Group enters into currency forward contracts to minimize accounting profits and losses arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies other than USD, but hedge accounting is not applied. The

details of the derivatives related to currency forward contracts held by the Group presented in other financial assets and other financial liabilities in the consolidated financial statements of financial position as of December 31, 2025 and 2024

are as follows:

(In millions of Korean won)

December 31, 2025

December 31, 2024

Assets

Liabilities

Assets

Liabilities

Current derivatives:

Currency forwards

W

62

W

277

W

—

W

—

22. Capital Stock, Capital Surplus, Other Equity and Accumulated Other Comprehensive Income

(1)

The Parent Company has 9,000,000,000 authorized shares and the face value per share is W 5,000 as of December 31, 2025. The number of shares issued, common stock, capital surplus and other equity as of December 31, 2025 and

2024, are as follows:

(In millions of Korean won and shares)

December 31,

2025

December 31,

2024

Issued shares 1

728,002,365

728,002,365

Capital stock:

Common stock

W

3,657,652

W

3,657,652

Capital surplus:

Additional paid-in capital

W

3,625,797

W

3,625,797

Others 2

5,327,917

861,326

W

8,953,714

W

4,487,123

Other equity:

Acquisition cost of treasury shares 2

W

(1,499,954

)

W

(2,221,277

)

Share options

64,018

48,760

Others

87,338

(19,032

)

W

(1,348,598

)

W

(2,191,549

)

Accumulated other comprehensive income:

Equity-accounted investees – share of other comprehensive income

W

252,064

W

278,804

Foreign operations – foreign currency

translation differences

2,416,253

2,246,876

Gain on valuation of derivatives

8,545

6,427

W

2,676,862

W

2,532,107

Number of treasury shares:

Number of treasury shares 2

26,310,845

38,963,634

1

The number of issued shares decreased due to share retirement from the past.

2

The Group disposed 12,652,789 treasury shares during 2025, and recognized gains on disposal of treasury shares of W 4,313,106 million.

F-63

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

22. Capital Stock, Capital

Surplus, Other Equity and Accumulated Other Comprehensive Income, Continued

(2)

The number of outstanding shares, which deducted treasury shares held by the Parent Company from listed issued shares, as

of December 31, 2025 and 2024, are as follows:

(In shares)

December 31, 2025

Listed

Shares

Treasury

Shares

Outstanding

Shares

The number of issued shares

728,002,365

26,310,845

701,691,520

(In shares)

December 31, 2024

Listed

Shares

Treasury

Shares

Outstanding

Shares

The number of issued shares

728,002,365

38,963,634

689,038,731

23. Retained Earnings and Dividends

(1)

Retained earnings as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

December 31,

2025

December 31,

2024

Legal reserve 1

W

845,040

W

693,015

Discretionary reserve 2

235,507

235,507

Unappropriated retained earnings 3

105,496,001

64,489,539

W

106,576,548

W

65,418,061

1

The Commercial Code of the Republic of Korea requires the Parent Company to appropriate for each financial period, as a

legal reserve, an amount equal to a minimum of 10% of cash dividends paid until such reserve equals 50% of its issued capital stock. The reserve is not available for cash dividends payment but may be transferred to capital stock or used to reduce

accumulated deficit.

2

Discretionary reserve is the reserve for technology development.

3

Dividends amounting to

W 900,209 million, which were approved at shareholders’ meeting held on March 27, 2025,

W 258,905 million, which were approved at board of directors’ meeting held on April 23, 2025, W 258,921 million, which were approved at board of directors’ meeting held on July 23, 2025, and W 263,132 million, which were approved at board of directors’ meeting held on October 29, 2025 were distributed as of December 31,

2025.

(2)

Dividends

(a)

Details of dividends for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won and in thousands of shares)

2025

2024

2023

Type of dividends

Cash Dividends

Cash Dividends

Cash Dividends

Outstanding ordinary shares

708,077

690,345

688,139

Par value (in won)

W

5,000

W

5,000

W

5,000

Dividend rate

60.00

%

44.08

%

24.00

%

Total dividends

W

2,108,601

W

1,520,090

W

825,721

F-64

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

23. Retained Earnings and

Dividends, Continued

(2)

Dividends, Continued

(b)

Dividend payout ratio for the years ended December 31, 2025, 2024 and 2023 is as follows:

(In millions of Korean won)

2025

2024

2023

Dividends

W

2,108,601

W

1,520,090

W

825,721

Profit attributable to owners of the Parent Company

42,919,287

19,788,681

(9,112,428

)

Dividend payout ratio 1

4.91

%

7.68

%

—

1

As the dividend payout ratio was calculated as negative (-) due to loss attributable to owners of the Parent Company for

the year ended December 31, 2023, it is not stated.

(c)

Dividend yield ratio for the years ended December 31, 2025, 2024 and 2023 is as follows:

(In Korean won)

2025

2024

2023

Dividends per share

W

3,000

W

2,204

W

1,200

Closing stock price

651,000

173,900

141,500

Dividend yield ratio

0.46

%

1.27

%

0.85

%

24. Revenue

(1)

Details of the Group’s revenue for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Sale of goods and other products

W

97,024,278

W

66,100,890

W

32,680,033

Providing services

122,397

92,070

85,686

W

97,146,675

W

66,192,960

W

32,765,719

(2)

Details of the Group’s revenue by product and service types for the years ended December 31, 2025, 2024 and

2023 are as follows:

(In millions of Korean won)

2025

2024

2023

DRAM

W

74,904,134

W

44,731,664

W

20,768,662

NAND Flash

20,690,084

19,274,112

9,653,061

Others

1,552,457

2,187,184

2,343,996

W

97,146,675

W

66,192,960

W

32,765,719

F-65

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

24. Revenue, Continued

(3)

The Group’s revenue information by region based on the location of selling entities for the years ended

December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Korea

W

1,932,342

W

1,904,112

W

2,033,857

U.S.A.

66,885,115

41,961,072

15,390,229

China

19,136,237

15,533,563

10,110,084

Asia (other than China)

7,215,598

5,381,439

4,296,937

Europe

1,977,383

1,412,774

934,612

W

97,146,675

W

66,192,960

W

32,765,719

(4)

Details of the Group’s revenue by the timing of revenue recognition during the years ended December 31, 2025,

2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Performance obligations satisfied at a point in time

W

97,024,278

W

66,100,890

W

32,680,033

Performance obligations satisfied over time

122,397

92,070

85,686

W

97,146,675

W

66,192,960

W

32,765,719

25. Selling and Administrative Expenses and Research and Development Expenses

(1)

Selling and administrative expenses for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Selling and administrative expenses:

Salaries

W

1,859,324

W

1,257,824

W

829,260

Defined benefit plan

47,250

41,440

35,537

Employee benefits

279,156

234,562

220,675

Commission

786,867

773,853

769,489

Depreciation

295,423

302,775

304,389

Amortization

483,516

256,853

282,685

Freight and custody charges

62,890

54,473

53,680

Taxes and dues

137,546

100,974

85,672

Advertising

147,962

123,462

83,575

Supplies

124,620

112,233

120,607

Sales promotion expenses

298,690

216,473

117,811

Quality control costs

(4,265

)

48,465

146,604

Training

96,104

73,775

78,984

Others

403,751

327,324

317,190

W

5,018,834

W

3,924,486

W

3,446,158

F-66

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

25. Selling and

Administrative Expenses and Research and Development Expenses, Continued

(2)

Research and development expenses for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Research and development expenses:

Expenditure on research and development

W

6,732,527

W

4,854,065

W

4,101,257

Development cost capitalized

(266,890

)

(417,724

)

(350,550

)

W

6,465,637

W

4,436,341

W

3,750,707

26. Expenses by Nature

Nature of expenses

for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Changes in finished goods,

work-in-process, and others

W

(475,883

)

W

19,983

W

1,769,061

Raw materials, supplies and consumables

12,097,207

10,574,809

9,547,151

Salaries, employee benefits and others

12,176,694

8,215,773

5,406,915

Depreciation and amortization

13,889,639

12,544,767

13,619,161

Commission

4,068,126

3,536,261

3,133,975

Utilities

3,053,958

2,817,646

2,563,624

Repair

2,937,517

2,366,654

1,763,270

Outsourcing

2,192,002

1,865,024

1,496,271

Others

397,872

1,240,758

1,534,757

Transfer: capitalized development cost and others

(396,776

)

(456,034

)

(338,153

)

Total 1

W

49,940,356

W

42,725,641

W

40,496,032

1

Total expenses consist of cost of sales, selling and administrative expenses and research and development expenses.

F-67

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

27. Finance Income and Expenses

Finance income and expenses for the years ended December 31, 2025, 2024, and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Finance Income:

Interest income

W

494,327

W

344,814

W

216,429

Dividend income

940,739

29,313

13,392

Foreign exchange differences 1

2,738,019

4,220,985

1,903,535

Gain on valuation of financial instruments

12,012,137

89,254

30,406

Gain on disposal of financial instruments

187,868

162,023

84,220

Gain on derivatives

390

8,693

13,819

16,373,480

4,855,082

2,261,801

2025

2024

2023

Finance Expenses:

Interest expense

W

923,703

W

1,345,239

W

1,468,273

Foreign exchange differences 2

3,186,451

3,952,159

2,222,368

Loss on valuation of financial instruments

27,913

293,719

1,488,321

Loss on derivatives

8,365,976

103,229

914,201

Others

955

13,651

4

12,504,998

5,707,997

6,093,167

Net finance income (expenses)

W

3,868,482

W

(852,915

)

W

(3,831,366

)

1

The foreign exchange differences gain from long-term investment assets amounting to W 0 million (2024: W 94,839 million and

2023: W 1,069 million) are included for the year ended December 31, 2025.

2

The foreign exchange differences loss from long-term investment assets amounting to W 247,087 million (2024: W 0 million and 2023: W 224,756 million) are included for the year ended December 31, 2025.

28. Other Income and Expenses

(1)

Other income for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Reversal on impairment of intangible assets

W

20

W

34

W

323,772

Gain on disposal of property, plant and equipment

97,688

70,082

249,647

Gain on disposal of non-current assets held for sale

29,456

1,316,592

—

Gain on disposal of subsidiaries

295

35,861

—

Others

205,818

54,010

50,448

W

333,277

W

1,476,579

W

623,867

F-68

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

28. Other Income and

Expenses, Continued

(2)

Other expenses for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Donation

W

84,884

W

82,954

W

65,234

Loss on impairment of property, plant and equipment

45,157

—

165,704

Loss on disposal of property, plant and equipment

43,813

17,686

74,222

Loss on impairment of intangible assets

38,072

281

167,079

Loss on disposal of intangible assets

38,663

9,366

15,663

Depreciation expenses on assets not in use

40,491

36,769

54,515

Others

86,893

20,332

192,648

W

377,973

W

167,388

W

735,065

29. Income Tax Expense (Benefit)

(1)

Income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Current tax:

Current tax on profits for the year

W

8,262,910

W

3,736,506

W

321,949

Adjustments for income tax expense attributable to prior year, but recognized in current year

(23,873

)

(115,414

)

(253,962

)

Pillar 2 tax

—

1,026

—

8,239,037

3,622,118

67,987

Deferred tax:

Changes in net deferred tax assets, tax loss carryforwards and others

(721,387

)

466,330

(2,588,256

)

Income tax expense (benefit)

W

7,517,650

W

4,088,448

W

(2,520,269

)

(2)

The relationship between income tax expense (benefit) and accounting profit for the years ended December 31, 2025,

2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Profit (loss) before income tax

W

50,465,552

W

23,885,350

W

(11,657,816

)

Tax calculated at domestic tax rates applicable to profits in the respective countries

13,738,957

6,009,019

(2,731,494

)

Tax effects of:

Tax-exempt income

(977,567

)

(103,356

)

(55,316

)

Non-deductible expenses

516,293

212,291

91,091

Change in unrecognized deferred tax assets

(259,556

)

63,865

976,261

Tax credits

(5,262,773

)

(1,868,839

)

(585,050

)

Adjustments for income tax expense attributable to prior year, but recognized in current year

(23,873

)

(115,414

)

(253,962

)

Others

(213,831

)

(109,118

)

38,201

Income tax expense (benefit)

W

7,517,650

W

4,088,448

W

(2,520,269

)

F-69

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

29. Income Tax Expense

(Benefit), Continued

(3)

Income taxes recognized in other comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023

are as follows:

(In millions of Korean won)

2025

2024

2023

Remeasurements of defined benefit liabilities

W

28,071

W

96,418

W

5,200

Loss(gain) on valuation of derivatives

(809

)

(779

)

7,991

Gain on disposal of treasury shares

(1,547,092

)

(27,259

)

(4,866

)

Equity-settled share-based payment

112,700

—

—

W

(1,407,130

)

W

68,380

W

8,325

(4)

Impact of introduction of the International Tax Reform—Pillar Two Model Rules

Under the International Tax Reform(Pillar Two Model Rules) legislation, the Group is liable to pay a top-up tax for the

difference between their GloBE effective tax rate per jurisdiction of the Parent Company and its subsidiaries, and the 15% minimum rate from 2024.

Based on the

relevant detailed regulations, all companies within the consolidated entity have a GloBE effective tax rate of higher than 15% in the relevant country, and there is no Pillar 2 income tax expense is recognized for the year ended December 31,

2025 (2024: W 1,026 million).

30. Earnings (loss)

per Share

Basic earnings (loss) per share is calculated by dividing the profit (loss) attributable to ordinary shareholders of the Parent Company by the

weighted average number of outstanding ordinary shares for the years ended December 31, 2025, 2024 and 2023.

(1)

Basic earnings (loss) per share for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of won, except for shares

and per share information)

2025

2024

2023

Profit (loss) attributable to ordinary shareholders of the Parent Company

W

42,919,287

W

19,788,681

W

(9,112,428

)

Weighted average number of outstanding ordinary

shares 1

691,755,200

688,730,603

688,051,238

Basic earnings (loss) per share (in Korean won)

W

62,044

W

28,732

W

(13,244

)

1

Weighted average number of outstanding ordinary shares is calculated as follows:

(In shares)

2025

2024

2023

Issued ordinary shares

728,002,365

728,002,365

728,002,365

Acquisition of treasury shares

(36,247,165

)

(39,271,762

)

(39,951,127

)

Weighted average number of outstanding ordinary shares

691,755,200

688,730,603

688,051,238

F-70

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

30. Earnings (loss) per

Share, Continued

(2)

Diluted earnings (loss) per share for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of Korean won, except for

shares and per share information)

2025

2024

2023

Profit (loss) attributable to ordinary shareholders of the Parent Company

W

42,919,287

W

19,788,681

W

(9,112,428

)

Adjustment:

Changes in profit (loss) attributable to ordinary shareholders of the Parent Company due to the exercise of

Restricted Stock Units (RSUs) related to subsidiaries

(21,231

)

(29,846

)

—

Interest expense(After-tax)

83,069

82,364

—

Loss (Gain) on foreign currency translation(After-tax)

(36,415

)

331,349

—

Diluted profit (loss) attributable to ordinary shareholders of the Parent Company

42,944,710

20,172,548

(9,112,428

)

Weighted average number of diluted outstanding ordinary

shares 1

711,266,733

709,834,641

688,051,238

Diluted earnings (loss) per share (in Korean won)

W

60,378

W

28,419

W

(13,244

)

1

Weighted average number of diluted outstanding ordinary shares is calculated as follows:

(In shares)

2025

2024

2023

Weighted average number of outstanding ordinary shares

691,755,200

688,730,603

688,051,238

Share options

912,230

957,919

—

Exchangeable bond

18,599,303

20,146,119

—

Weighted average number of diluted outstanding ordinary shares 1

711,266,733

709,834,641

688,051,238

1

There was a potential dilutive effect of 20,126,911 shares due to the issuance of exchangeable bonds, but it was not

considered when calculating diluted earnings (loss) per share due to the antidilution during the year ended December 31, 2023.

F-71

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

31. Transactions with Related Parties and Others

(1)

Details of related parties as of December 31, 2025 are as follows:

Type

Name of related parties

Associates

Stratio, Inc., SK China Company Limited, Gemini Partners Pte. Ltd., TCL Fund,

SK South East Asia Investment Pte. Ltd.,

Hushan Xinju (Chengdu) Venture Investment

Center (Smartsource),

Prume Social Farm, Co., Ltd., Wuxi xinfa IC industry park., Ltd.,

Mirae Asset Committee Semiconductor No.1 Startup Venture Private Equity Investment Co., Ltd.,

L&S (No.10) Early Stage III Investment Association,

SiFive Inc., YD-SK-KDB Social Value,

Ningbo Zhongxin Venture Capital Partnership (Limited Partnership),

Jiangsu KVTS Semiconductor science and

Technology Co., Ltd., SAPEON Inc.,

SK Japan Inc., SK Americas, Inc.

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd., SK hynix system ic (Wuxi) Co., Ltd., and its subsidiaries,

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor,

Specialized Investment-type Private Equity Investment Trust For Win-win System

Semiconductor,

Semiconductor Ecosystem Fund

Other related parties

SK Square Co., Ltd., which has significant influence over the Group, and its subsidiaries,

SK Holdings Co., Ltd., which has control over SK Square Co., Ltd., and its subsidiaries

(2)

Significant transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as follows:

(In millions of

Korean won)

For the year ended December 31, 2025

Company

Sales and

others

Purchase

and others

Asset

acquisition

Associates

SK China Company Limited

W

13

W

11,041

W

—

Prume Social Farm, Co., Ltd.

—

70

—

SK Japan Inc. (formerly, SK telecom Japan Inc.)

11

3,251

—

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.

14,053

789,250

225,459

SK hynix system ic (Wuxi) Co., Ltd.

8,672

—

—

SK hynix system ic Wuxi solutions Inc.

19,013

271

—

Wuxi xinfa IC industry park., Ltd

—

101

—

Other related parties

SK Telecom Co., Ltd.

62,791

56,253

12,177

SK Holdings Co., Ltd.1

23,589

369,430

337,143

ESSENCORE Limited

2,726,387

—

—

SK Ecoplant Co., Ltd.

57,967

215

4,707,561

SK Energy Co., Ltd.

47,921

132,546

—

SK Networks Co., Ltd.

4,287

5,155

249

SK enpulse Co., Ltd.

807

28,977

—

Chungcheong energy service Co., Ltd.

164

45,877

71

SK Specialty Co., Ltd.

1,017

26,810

—

SK Siltron Co., Ltd.

39,232

502,707

—

SK Airplus Inc. (formerly, SK Materials Airplus Inc.)

5,283

110,780

75,832

Techdream Co., Ltd.

—

148,938

—

SK Tri Chem Co., Ltd.

889

147,021

—

SK Shieldus Co., Ltd.

893

116,142

32,067

SK Innovation Co., Ltd.

6,796

86,171

—

SK Square Co., Ltd.

75

—

—

SK REIT Co., Ltd.

—

6,025

284

Clean Industrial REIT Co., Ltd.

—

27,318

1,903

FSK L&S Co., Ltd.

70

40,293

2,898

PRISM Energy International Pte. Ltd.

—

818,419

—

Others

142,907

313,515

97,867

W

3,162,837

W

3,786,576

W

5,493,511

1

Royalty expense for the use of the SK brand for the year ended December 31, 2025 is included .

F-72

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

31. Transactions with

Related Parties and Others, Continued

(2)

Significant transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as follows,

Continued:

(In millions of Korean won)

Company

For the year ended December 31, 2024

Sales

and others

Purchase

and others

Asset

acquisition

Associates

SK China Company Limited

W

3

W

11,964

W

—

Prume Social Farm, Co., Ltd.

—

101

—

SK Japan Inc. (formerly, SK telecom Japan Inc.)

—

3,496

—

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.

11,307

697,217

26,445

SK hynix system ic (Wuxi) Co., Ltd. 1

2,271

—

—

SK hynix system ic Wuxi solutions

Inc. 2

4,505

—

—

Hystars Semiconductor (Wuxi) Co.,

Ltd. 3

—

11,725

40,415

Other related parties

SK Telecom Co., Ltd.

111,225

51,816

5,474

SK Holdings Co., Ltd. 4

19,611

281,501

100,051

ESSENCORE Limited

643,886

—

—

SK Ecoplant Co., Ltd.

29,913

5

1,067,550

SK Energy Co., Ltd.

45,687

100,100

—

SK Networks Co., Ltd.

7,045

4,756

1,477

SK enpulse Co., Ltd. (formerly, SKC Solmics Co., Ltd.)

405

62,439

1,496

Chungcheong energy service Co., Ltd.

43

46,805

61

SK Specialty Co., Ltd. (formerly, SK Materials Co., Ltd.)

5,173

109,967

—

SK Siltron Co., Ltd.

37,248

440,230

—

SK Airplus Inc. (formerly, SK Materials Airplus Inc.)

811

104,504

145,563

Techdream Co., Ltd.

—

113,651

—

SK Tri Chem Co., Ltd.

1,079

151,943

—

SK Shieldus Co., Ltd.

833

106,561

19,998

SK Innovation Co., Ltd.

10,650

57,720

78

SK Square Co., Ltd.

50

—

—

SK REIT Co., Ltd.

—

6,833

11,165

Clean Industrial REIT Co., Ltd.

—

29,300

8,985

FSK L&S Co., Ltd.

73

48,337

4,198

SK E&S Co., Ltd.

111

27,263

1,455

SK LNG Trading Pte., Ltd.

—

591,128

37,826

Others

182,052

277,656

257,649

W

1,113,981

W

3,337,018

W

1,729,886

1

Including transactions only after classification as a joint venture.

2

Subsidiary of SK hynix system ic (Wuxi) Co., Ltd., which was incorporated as a joint venture during the year ended

December 31, 2024.

3

Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the

year ended December 31, 2024.

4

Royalty expense for the use of the SK brand for the year ended December 31, 2024 is included .

F-73

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

31. Transactions with

Related Parties and Others, Continued

(2)

Significant transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as follows,

Continued:

(In millions of Korean won)

Company

For the year ended December 31, 2023

Sales

and others

Purchase

and others

Asset

acquisition

Associates

SK China Company Limited

W

38

W

13,505

W

—

Prume Social Farm, Co., Ltd.

—

112

—

SK telecom Japan Inc.

—

84

2,496

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.

6,109

711,627

82,994

Hystars Semiconductor (Wuxi) Co., Ltd.

46

15,639

38,637

Other related parties

SK Telecom Co., Ltd.

110,932

51,803

6,281

SK Holdings Co., Ltd. 1

19,679

282,827

39,704

ESSENCORE Limited

754,144

—

—

SK Ecoplant Co., Ltd.

33,791

176

464,685

SK Energy Co., Ltd.

63,220

140,614

18,700

SK Networks Co., Ltd.

7,030

5,282

974

SK enpulse Co., Ltd. (formerly, SKC Solmics Co., Ltd.)

1,021

131,140

97

Chungcheong energy service Co., Ltd.

17

54,931

5

SK Specialty Co., Ltd. (formerly, SK Materials Co., Ltd.)

5,081

134,057

—

SK Siltron Co., Ltd.

36,555

416,726

—

SK Airplus Inc. (formerly, SK Materials Airplus Inc.)

458

64,089

88,105

Techdream Co., Ltd.

—

122,486

—

SK Tri Chem Co., Ltd.

893

142,710

—

SK Shieldus Co., Ltd.

3,701

99,021

13,699

SK Innovation Co., Ltd.

18,202

72,414

35

SK Square Co., Ltd.

106

—

—

SK REIT Co., Ltd.

—

7,183

—

Clean Industrial REIT Co., Ltd 2

1,120,315

7,938

495,320

FSK L&S Co., Ltd.

63

44,174

2,199

SK E&S Co., Ltd.

198

15,849

1,951

SK LNG Trading Pte., Ltd.

—

214,582

14,143

Others

258,573

225,155

165,650

W

2,440,172

W

2,974,124

W

1,435,675

1

Royalty expense for the use of the SK brand for the year ended December 31, 2023 is included.

2

Sales and others to Clean Industrial REIT Co., Ltd for the year ended December 31, 2023 include proceeds from asset

disposal that amount to W 1,120,315 million.

The above related party transactions include transactions executed based on agreements executed in the course of the Group’s business activities such as purchase

or construction of property, plant and equipment, procurements of steam, gas and raw materials, and system developments and maintenance services.

F-74

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

31. Transactions with

Related Parties and Others, Continued

(3)

The balances from significant transactions as of December 31, 2025 and 2024 are as follows:

(In millions of Korean won)

Company

December 31, 2025

Trade

receivables

and others

Other

payables

and others

Associates

SK China Company Limited

W

5

W

9,372

Prume Social Farm, Co., Ltd.

—

8

SK Japan Inc. (formerly, SK telecom Japan Inc.)

620

3,242

TCL Fund

7,809

—

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.

664

374,408

SK hynix system ic (Wuxi) Co., Ltd.

261,110

—

SK hynix system ic Wuxi solutions Inc.

1,814

156

Hystars Semiconductor (Wuxi) Co., Ltd.

—

46,410

Other related parties

SK Telecom Co., Ltd.

845

23,483

SK Holdings Co., Ltd.

2,322

328,169

ESSENCORE Limited

1,012,569

—

SK Ecoplant Co., Ltd.

11,819

2,792,416

SK Energy Co., Ltd.

2,781

25,495

SK Networks Co., Ltd.

90

2,659

SK enpulse Co., Ltd.

—

705

Chungcheong energy service Co., Ltd.

7

6,330

SK Siltron Co., Ltd.

107,300

44,478

SK Airplus Inc. (formerly, SK Materials Airplus Inc.)

326

698,786

Techdream Co., Ltd.

—

4,918

SK Tri Chem Co., Ltd.

117

12,267

SK Shieldus Co., Ltd.

79

18,026

SK Innovation Co., Ltd.

917

4,142

SK Square Co., Ltd.

198

—

SK REIT Co., Ltd.

17,330

140,571

Clean Industrial REIT Co., Ltd

—

524,661

FSK L&S Co., Ltd.

4

5,382

PRISM Energy International Pte. Ltd.

—

215,472

Others

31,688

173,308

W

1,460,414

W

5,454,864

F-75

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

31. Transactions with

Related Parties and Others, Continued

(3)

The balances from significant transactions as of December 31, 2025 and 2024 are as follows, Continued:

(In millions of Korean won)

Company

December 31, 2024

Trade

receivables

and others

Other

payables

and others

Associates

SK China Company Limited

W

—

W

13,101

Prume Social Farm, Co., Ltd.

—

5

SK Japan Inc. (formerly, SK telecom Japan Inc.)

640

2,670

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.

457

401,028

SK hynix system ic (Wuxi) Co., Ltd.

129,832

—

SK hynix system ic Wuxi solutions Inc. 1

14,448

—

Hystars Semiconductor (Wuxi) Co., Ltd. 2, 3

—

195,422

Other related parties

SK Telecom Co., Ltd.

14,851

17,334

SK Holdings Co., Ltd.

2,270

171,624

ESSENCORE Limited

113,691

—

SK Ecoplant Co., Ltd.

5,917

719,843

SK Energy Co., Ltd.

3,836

26,851

SK Networks Co., Ltd.

204

5,744

SK enpulse Co., Ltd. (formerly, SKC Solmics Co., Ltd.)

46

14,861

Chungcheong energy service Co., Ltd.

7

6,997

SK Specialty Co., Ltd. (formerly, SK Materials Co., Ltd.)

619

10,165

SK Siltron Co., Ltd.

142,071

49,192

SK Airplus Inc. (formerly, SK Materials Airplus Inc.)

134

648,325

Techdream Co., Ltd.

—

2,629

SK Tri Chem Co., Ltd.

174

13,143

SK Shieldus Co., Ltd.

74

15,426

SK Innovation Co., Ltd.

1,382

3,468

SK Square Co., Ltd.

166

—

SK REIT Co., Ltd.

17,330

157,728

Clean Industrial REIT Co., Ltd

—

570,704

FSK L&S Co., Ltd.

11

5,416

SK LNG Trading Pte., Ltd.

—

87,931

Others

34,390

137,565

W

482,550

W

3,277,172

1

Subsidiary of SK hynix system ic (Wuxi) Co., Ltd., which was incorporated as a joint venture during the year ended

December 31, 2024.

2

Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the

year ended December 31, 2024.

3

Other payables and others include

W 163,897 million of borrowings.

F-76

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

31. Transactions with

Related Parties and Others, Continued

(4) Key management compensation

The Group considers registered directors who have authority and responsibility for planning, directing and controlling the activities of the Group as key management. The

compensation paid to key management for employee services for the years ended December 31, 2025 and 2024 is as follows:

(In millions of Korean won)

Details

2025

2024

2023

Salaries

W

8,458

W

7,410

W

6,469

Defined benefit plan related expenses

815

907

468

Share-based payments

9,436

2,733

10,847

W

18,709

W

11,050

W

17,784

(5)

The significant transactions between the Group and the companies that are in the same conglomerate group according to

‘ Fair Trade Law’ for the years ended December 31, 2025, 2024 and 2023 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures .

(In millions of Korean won)

2025

Name of entity

Sales

and others

Purchase

and others

Asset

acquisition

SK Chemicals Co., Ltd.

W

8,523

W

—

W

—

SK Bioscience Co., Ltd.

1,726

136

—

UNA Digital Inc.

—

4,886

—

SMCore. Inc

630

1,777

4,331

Korea Nexlene Company

5,381

—

—

Others

2,006

—

—

W

18,266

W

6,799

W

4,331

(In millions of Korean won)

2024

Name of entity

Sales

and others

Purchase

and others

Asset

acquisition

SK Chemicals Co., Ltd.

W

7,891

W

—

W

—

SK Bioscience Co., Ltd.

1,972

5

—

UNA Digital Inc.(formerly, ANTS Co., Ltd.)

6

13,556

—

SMCore. Inc

111

1,151

2,912

Korea Nexlene Company

5,007

—

—

Others

1,975

—

—

W

16,962

W

14,712

W

2,912

F-77

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

31. Transactions with

Related Parties and Others, Continued

(5)

The significant transactions between the Group and the companies that are in the same conglomerate group according to

‘ Fair Trade Law’ for the years ended December 31, 2025, 2024 and 2023 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures ., Continued

(In millions of Korean won)

2023

Name of entity

Sales

and others

Purchase

and others

Asset

acquisition

SK Chemicals Co., Ltd.

W

7,726

W

822

W

—

SK Bioscience Co., Ltd.

2,341

248

—

UNA Digital Inc.(formerly, ANTS Co., Ltd.)

6

10,989

—

SM Core Co., Ltd.

12

2,635

3,985

Korea Nexlene Company

4,665

—

—

Others

1,914

—

—

W

16,664

W

14,694

W

3,985

(6)

The balances of significant transactions between the Group and the companies that are in the same conglomerate group

designated by ‘ Fair Trade Law’ as of December 31, 2025 and 2024 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures .

(In millions of Korean won)

December 31, 2025

Name of entity

Trade receivables

and others

Other payables

and others

SK Chemicals Co., Ltd.

W

707

W

—

SK Bioscience Co., Ltd.

245

—

SMCore. Inc

18

5,637

Korea Nexlene Company

122

—

Others

178

—

W

1,270

W

5,637

(In millions of Korean won)

December 31, 2024

Name of entity

Trade receivables

and others

Other payables

and others

SK Chemicals Co., Ltd.

W

717

W

—

SK Bioscience Co., Ltd.

195

—

UNA Digital Inc.(formerly, ANTS Co., Ltd.)

—

187

SMCore. Inc

3

2,710

Korea Nexlene Company

277

—

Others

443

3

W

1,635

W

2,900

F-78

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

31. Transactions with

Related Parties and Others, Continued

(7)

The right-of-use assets and lease

liabilities recognized regarding the lease agreements with HITECH Semiconductor (Wuxi) Co., Ltd. and Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture for the year ended December 31, 2025 increased by W 8,947 million (2024: W 68,623 million

increased) and increased by W 8,947 million(2024:

W 68,996 million increased), respectively, and lease payments to HITECH Semiconductor (Wuxi) Co., Ltd., and Hystars Semiconductor(Wuxi) Co.,

Ltd., a joint venture for the year ended December 31, 2025 amount to W 66,235 million (2024: W 84,155 million). The right-of-use assets and lease liabilities recognized regarding the lease agreements with

other related parties including SK Airplus Inc. (formerly, SK Materials Airplus Inc.) for the year ended December 31, 2025, increased by

W 110,681 million(2024:

W 174,063 million increased) and increased by

W 110,681 million (2024:

W 174,063 million increased), respectively, and lease payments to the other related parties including SK Airplus Inc. (formerly, SK

Materials Airplus Inc.) for the year ended December 31, 2025 amount to W 174,716 million (2024: W 166,381 million).

(8)

The Group provides a payment guarantee amounting to RMB 701 million to Wuxi Xinfa Group Co., Ltd. on behalf of

Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture.

(9)

The establishment of the subsidiary is explained in Note 1, and the acquisitions and additional investments of associates

are explained in Note 11.

(10)

Financial transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as

follows :

(In millions of Korean won)

Company

For the year ended December 31, 2025

Dividend

received

Dividend

paid

Joint ventures

Hystars Semiconductor (Wuxi) Co., Ltd.

W

18,472

W

—

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor,

591

—

Other related parties

SK Square Co., Ltd.

—

354,877

W

19,063

W

354,877

(In millions of Korean won)

Company

For the year ended December 31, 2024

Proceeds from

borrowings

Dividend

received

Dividend

paid

Associates

Mirae Asset Committee Semiconductor No.1 Startup Venture Private Equity Investment

Co., Ltd.

W

—

W

94

W

—

Joint ventures

Hystars Semiconductor (Wuxi) Co., Ltd.

120,084

—

—

HITECH Semiconductor (Wuxi) Co.,

Ltd. 1

—

17,064

—

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor

—

3,107

—

Other related parties

SK Square Co., Ltd.

—

—

175,320

W

120,084

W

20,265

W

175,320

1

Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the

year ended December 31, 2024.

F-79

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

31. Transactions with

Related Parties and Others, Continued

(10)

Financial transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as follows,

Continued:

(In millions of Korean won)

Company

For the year ended December 31, 2023

Dividend

received

Dividend

paid

Joint venture

HITECH Semiconductor (Wuxi) Co., Ltd.

W

15,863

W

—

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor,

153

—

Associate

Magnus Private Investment Co., Ltd.

262

—

Other related parties

SK Square Co., Ltd.

—

175,320

W

16,278

W

175,320

32. Commitments and Contingencies

(1)

Significant pending litigations and claims of the Group as of December 31, 2025 are as follows:

(a)

The antitrust investigation in China

The State Administration for Market Regulation of China initiated to investigate the violation of the antitrust law regarding major DRAM companies’ sales in China

in May 2018. The pending case currently is under investigation. As of December 31, 2025, the Group cannot predict the outcome of this investigation.

(b)

Other patent infringement claims and litigation

In addition to the above litigations, as of December 31, 2025, the Group is involved in various legal claims and litigation. In connection with those legal claims and

litigation for which no provision was recognized, management does not believe the Group has a present obligation, nor is it expected any of these claims or litigation will have a significant impact on the Group’s financial position or

operating results in the event an outflow of resources is ultimately necessary.

(2)

Back-end process service contract with HITECH Semiconductor (Wuxi) Co., Ltd.

(HITECH)

The Group has entered into an agreement with HITECH to be provided with back-end process service

by HITECH. The conditions of the service provided include package, package test, modules and others. According to the agreement, the Group has paid a certain level of guaranteed margin to HITECH as the Group has priority to use HITECH’s

equipment.

F-80

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

32. Commitments and

Contingencies, Continued

(3)

Assets provided as collateral

Details of assets provided as collateral as of December 31, 2025 are as follows:

(In millions of Korean won and millions of foreign currencies)

Book value

Pledged amount

Category

Amount

Currency

Amount

in USD

Amount

in KRW

Remark

Land and buildings

W

26,261

KRW

—

14,854

Borrowings

for

equipment

and others

Machinery

1,036,725

USD

600

860,940

KRW

—

1,480,000

USD

600

860,940

W

1,062,986

KRW

—

1,494,854

(In millions of Korean won and millions of foreign currencies)

Book value

Collateral liabilities amount

Category

Amount

Currency

Amount

in USD

Amount

in KRW

Remark

Land and buildings

W

26,261

KRW

—

1,393

Borrowings

for

equipment

and others

Machinery

1,036,725

USD

125

179,363

KRW

—

1,000,000

USD

125

179,363

W

1,062,986

KRW

—

1,001,393

(4)

Financing agreements

Details of credit lines with financial institutions as of December 31, 2025 are as follows:

(In millions of Korean won and millions of foreign currencies)

Financial

Institution

Commitment

Currency

Amount

The Parent Company

Hana Bank and others

Import finance and others including usance

USD

330

Comprehensive limit contract for import and export including usance

USD

1,690

Overdrafts with banks

KRW

20,000

Accounts receivable factoring contracts which have no right to recourse

KRW

30,000

SK hynix Semiconductor (China) Ltd.

Agricultural Bank of China and others

Import finance and others including usance

RMB

USD

950

490

SK hynix America Inc. and other sales entities

Citibank and others

Accounts receivable factoring contracts which have no right to recourse

USD

837

Domestic subsidiaries

Hana Bank and others

Import finance and others

KRW

29,500

Import finance and others including usance

USD

15

F-81

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

32. Commitments and

Contingencies, Continued

(5)

The Group’s commitments in relation to future capital expenditures on property, plant and equipment that

have not been recognized as of December 31, 2025 are W 6,667,863 million (as of December 31, 2024: W 8,837,748 million).

(6)

Investment in KIOXIA Holdings Corporation (“KIOXIA”)

In regard to the Group’s interests in KIOXIA through the investments in BCPE Pangea Intermediate Holdings Cayman, L.P. and BCPE Pangea Cayman2 Limited, the equity

interests in KIOXIA that the Group may hold, directly or indirectly, are limited to a certain percentage for a specified period following the acquisition. In addition, during the same restricted period, the Group is also prohibited from appointing

directors to KIOXIA and as a result, is unable to exercise significant influence over KIOXIA’s operations and management.

(7) Acquisition of the Intel NAND

business

The Group entered into a master purchase agreement with Intel Corporation (“Intel”) to acquire the entire NAND business of Intel excluding the

Optane division of Non-Volatile Memory Solutions Group during the year ended December 31, 2020. The business was transferred in two separate processes through overseas subsidiaries, with a total

transaction amount of USD 8,844 million. The Group paid KRW 7,843,437 million (USD 6,609 million) at the first deal closing, and the remaining KRW 3,079,783 million (USD 2,235 million) was paid in March 2025.

In the process of obtaining a conditional business combination approval for the Intel NAND business acquisition from the Chinese competition authority (Chinese State

Administration for Market Regulation) in connection with the first closing of the Intel NAND business completed during the year ended December 31, 2021, the Group was imposed with certain conditions, mainly including the obligation to maintain

a reasonable pricing policy, increase production and to support the entry of third-party competitors into the Chinese eSSD market. These obligations apply for a five-year period from December 2021. After the end of this period, the Group may apply

for a waiver of the conditions, and the Chinese State Administration for Market Regulation will determine whether to approve the waiver based on the competitive landscape of the Chinese eSSD market at that time.

(8)

The Group entered into supplier finance arrangements. In accordance with the arrangements, when the finance providers pay

the payables related to the Group’s trade and other payables to the suppliers, the Group pays the finance providers on the payment due date. In order for the finance providers to pay the payable, the Group had to have received the goods or

services and approved the invoices.

If suppliers choose early collection of payment, the finance providers pay the amount before the payment due

date. The Group settles the trade and other payables with the finance providers on the payment due date. All trade and other payables subject to the supplier finance arrangements are included in trade and other payables in the Group’s

consolidated statement of financial position. As of December 31, 2025, the amount paid to suppliers under the supplier finance arrangements is KRW 1,743,555 million. Meanwhile, the Group’s trade and other payables arising from supplier

finance arrangements are operating payables from ordinary purchase transactions; accordingly, changes in these balances are primarily driven by operating cash flows, and non-cash movements are not significant.

F-82

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

33. Cash Flows

(1)

Reconciliations between profit for the years and cash generated from operations for the years ended December 31,

2025, 2024 and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Profit (Loss) for the year Adjustment

W

42,947,902

W

19,796,902

W

(9,137,547

)

Income tax expense (benefit)

7,517,650

4,088,448

(2,520,269

)

Interest expense

923,703

1,345,239

1,468,273

Interest income

(494,327

)

(344,814

)

(216,429

)

Depreciation

13,099,311

11,985,337

12,730,450

Amortization

830,819

596,200

552,541

Defined benefit plan

231,904

170,659

152,374

Loss on foreign currency translation

946,742

2,244,407

906,120

Gain on foreign currency translation

(437,292

)

(1,892,306

)

(573,884

)

Gain on disposal of financial instruments

(187,868

)

(162,023

)

(84,220

)

Loss on disposal of property, plant and equipment

43,813

17,686

74,222

Gain on disposal of property, plant and equipment

(97,688

)

(70,082

)

(249,647

)

Share of loss

93,545

13,507

(15,061

)

Loss on impairment of intangible assets

38,072

281

167,079

Gain on valuation of financial instruments

(12,011,484

)

(89,254

)

(30,406

)

Loss on valuation of financial instruments

27,260

293,719

1,488,321

Loss on derivatives

8,365,586

94,538

900,383

Dividend income

(940,739

)

(29,313

)

(13,392

)

Loss on impairment of investments in associates

471,006

24,738

—

Share-based payments

414,114

104,110

28,793

Gain on disposal of non-current assets held for sale

(29,456

)

(1,316,592

)

—

Others, net

32,836

(20,722

)

267,377

Changes in operating assets and liabilities

Increase in trade receivables

(5,584,225

)

(5,098,005

)

(1,406,188

)

Decrease (increase) in inventories

(1,059,484

)

166,722

2,288,020

Decrease (increase) in other assets

31,776

(370,258

)

113,317

Decrease in loans and other receivables

188,989

13,717

(20,307

)

Increase in trade payables

863,996

274,980

(168,095

)

Increase (decrease) in other payables

116,326

(1,378,294

)

251,297

Increase in other non-trade payables

2,336,757

2,228,576

(1,454,172

)

Increase (decrease) in provisions

(40,021

)

5,397

8,622

Increase (decrease) in other liabilities

1,009,154

(1,160,573

)

1,436,514

Payment of defined benefit liabilities

(7,717

)

(12,645

)

(5,048

)

Contributions to plan assets

(736,528

)

(269,436

)

(250,173

)

Cash generated from operations

W

58,904,432

W

31,250,846

W

6,688,866

F-83

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

33. Cash Flows, Continued

(2)

Details of significant transactions without inflows and outflows of cash for the years ended December 31, 2025, 2024

and 2023 are as follows:

(In millions of Korean won)

2025

2024

2023

Increase in other payables related to property, plant and equipment

W

2,456,765

W

1,807,294

W

—

Excluded from subsidiaries and transferred to investments in joint ventures

—

483,721

—

Decrease in derivative liabilities and exchangeable bonds due to the exercise of exchange rights

2,077,966

65,732

—

Decrease in borrowings related to sale and leaseback contract

—

—

(342,070

)

(3)

Changes in liabilities arising from financing activities during the years ended December 31, 2025 and 2024 are as

follows:

(In millions of Korean won)

2025

Borrowings

Lease

liabilities

Total

Beginning balance

W

22,683,733

W

2,768,376

W

25,452,109

Cash flows from financing activities

• Proceeds from borrowings

8,183,735

—

8,183,735

• Repayment of borrowings

(7,416,131

)

—

(7,416,131

)

• Payment of lease liabilities

—

(596,465

)

(596,465

)

Increase of lease liabilities

—

290,133

290,133

Foreign currency differences and others

(1,310,749

)

3,592

(1,307,157

)

Present value discount (interest expense)

107,317

97,843

205,160

Interest paid

—

(52,300

)

(52,300

)

Reclassified as liabilities held for sale

—

(1,236

)

(1,236

)

Ending balance

W

22,247,905

W

2,509,943

W

24,757,848

(In millions of Korean won)

2024

Borrowings

Lease

liabilities

Total

Beginning balance

W

29,468,632

W

3,029,874

W

32,498,506

Cash flows from financing activities

• Proceeds from borrowings

8,717,964

—

8,717,964

• Repayment of borrowings

(16,093,620

)

—

(16,093,620

)

• Payment of lease liabilities

—

(601,821

)

(601,821

)

Increase of lease liabilities

—

266,528

266,528

Foreign currency differences and others

1,703,320

147,194

1,850,514

Present value discount (interest expense)

108,592

105,238

213,830

Interest paid

—

(34,132

)

(34,132

)

Reclassified as liabilities held for sale

(1,221,155

)

(144,505

)

(1,365,660

)

Ending balance

W

22,683,733

W

2,768,376

W

25,452,109

F-84

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

33. Cash Flows, Continued

(4)

The Group presented the inflow and outflow of cash from short-term investment assets, etc. which are frequently traded

and have a large total amount and mature in a short period of time, as net increases and decreases.

34. Share-based Payment

(1)

Details of the granted share-based payment

(a)

The Parent Company accounts for share-based payment, with options granted to employees to choose either cash-settled or

equity-settled share-based payment, in accordance with the substance of transactions and the details of the share options as of December 31, 2025 are as follows:

(In shares)

Total numbers of

share option granted

Forfeited or

Canceled

Exercised

Outstanding at

December 31, 2025

10 th 1

54,020

10,764

10,504

32,752

12 th

1

6,469

—

3,469

3,000

13 th

1

75,163

29,851

23,657

21,655

14 th

1

195,460

59,167

19,622

116,671

331,112

99,782

57,252

174,078

Grant date

Service Period for Vesting

Exercisable Period

Exercise price

(in Korean won)

10 th 1

March 20, 2020

March 20, 2020 - March 20, 2023

March 21, 2023 - March 20, 2027

W

84,730

12 th

1

March 30, 2021

March 30, 2021 - March 30, 2023

March 31, 2023 - March 30, 2026

136,060

13 th

1

March 30, 2021

March 30, 2021 - March 30, 2023

March 31, 2023 - March 30, 2026

136,060

14 th 1

March 30, 2022

March 30, 2022 - March 30, 2024

March 31, 2024 - March 30, 2027

121,610

1

During the year ended December 31, 2025, the share options were exercised with cash settlement.

(b)

Details of equity-settled share-based payment granted by the Group are as follows:

1-1 st

1-2 nd

2 nd

3 rd

Grant date

2022-03-17

2022-04-27

2023-06-28

2024-04-30

Types of shares

to be

issued

Registered common shares

Registered common shares

Registered common shares

Registered common shares

Grant method

Reissue of treasury shares

Reissue of treasury shares

Reissue of treasury shares

Reissue of treasury shares

Number of shares

Initial grant size TSR Adjustment ratio / Stock price on exercise date 1,3

Initial grant size TSR Adjustment ratio / Stock price on exercise date 1,3

Initial grant size * (Adjustment ratio + increase rate of stock price – increase rate of

KOSPI200) 2,3

Initial grant size * (Adjustment ratio + increase rate of stock price – increase rate of

KOSPI200) 2

Base stock price

W 124,000

W 108,500

W 79,975

W 135,975

Exercisable period

March 17, 2025

~ March 17, 2029 4

April 27, 2025

~ April 27, 2029

January 1, 2026 lump sum payment

January 1, 2027 lump sum payment

Service period for vesting

2 years’ service from the grant date

2 years’ service from the grant date

3 years’ service from January 1, 2023 5

3 years’ service from January 1, 2024 5

F-85

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

34. Share-based Payment,

Continued

(1)

Details of the granted share-based payment, Continued

(b)

Details of equity-settled share-based payment granted by the Group are as follows, Continued:

1

TSR (Total shareholder return) is calculated as “(Stock price on exercise notification date—Base stock price +

company’s total dividends per share from grant date to exercise notification date)/base stock price”, and the adjustment ratio considers the Group’s TSR compared to the TSR of its industry peers.

2

The adjustment ratio considers increase rate of stock price, and the maximum adjusted shares is 2 times of initial grant

shares. If the increase rate of stock price rises by 100% or higher and exceeds the increase rate of KOSPI200 by 50% points, additional shares equal to the initial grant will be paid.

3

Some of the 1-1 and 1-2 share-based

payments were canceled and a replacement amount was granted in the 2nd share-based payment.

4

A portion of the stock options was exercised and settled during the year ended December 31, 2025.

5

When employed for more than 2 years but less than 3 years, the granted amount is adjusted in proportion to the period of

service.

(c)

In addition to above share options granted by the Parent Company, restricted stock units (RSUs) for the Parent

Company’s subsidiary, SK hynix NAND product Solutions Corp., are also granted to the subsidiary and its employees.

(In shares)

Grant cycle

Total numbers of

share option granted

Forfeited or

Canceled

Exercised

Quarterly

173,451,396

50,576,962

42,623,861

(2)

Details of liabilities recognized for stock appreciation rights as of December 31, 2025 are as follows:

(In millions of Korean won)

December 31,

2025

Stock appreciation rights liabilities 1

W

71,423

1

As of December 31, 2025, the intrinsic value of the vested salary for the above stock appreciation right

liabilities is W 93,007 million.

(3)

Measurement of fair value

(a)

The compensation cost is calculated by applying a binomial option-pricing model in estimating the fair value of the

option as of December 31, 2025. The inputs used are as follows:

10 th

12 th

13 th

14 th

Share price (Closing stock price on valuation date, in Korean won)

W

530,000

W

530,000

W

530,000

W

530,000

Expected volatility

46.40

%

46.40

%

46.40

%

46.40

%

Estimated fair value of share option (in Korean won)

W

445,270

W

393,940

W

393,940

W

408,492

Dividend yield ratio

0.42

%

0.42

%

0.42

%

0.42

%

Risk free ratio

2.70

%

2.47

%

2.47

%

2.71

%

F-86

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

34. Share-based Payment,

Continued

(3)

Measurement of fair value, Continued

(b)

The compensation cost regarding the equity-settled share-based payment granted by the Group is calculated by applying a

binomial option-pricing model in estimating the fair value of the option. The inputs used to measure the fair value of the share-based payment as of the grant date are as follows.

1-1 st

1-2 nd

2 nd

3 rd

Expected volatility

33.92

%

34.22

%

34.81

%

36.85

%

Per-share fair value of the option(in Korean won)

W

52,729

W

42,064

W

155,443

W

224,203

Dividend yield ratio 1

—

—

1.50

%

1.10

%

Risk-free interest rate (Government bonds yield)

2.65

%

3.19

%

3.60

%

3.53

%

1

Payout ratio was not taken into consideration as it was assumed that the stock price decline due to dividends would be

compensated as the dividend amount until the exercise period is added in the calculation of 1-1st and 1-2nd TSR.

(4)

The compensation expense for the year ended December 31, 2025 is W 215,713 million (2024: W 118,867 million and

2023: W 75,395 million).

35. Subsequent Event

(1)

On January 28, 2026, SK hynix NAND Product Solutions Corp., a subsidiary, resolved at the board of directors’

meeting to transfer its business to a newly formed entity, Solidigm Inc. as part of a restructuring of its business structure. On March 1, 2026, SK hynix NAND Product Solutions Corp. transferred to Solidigm Inc. its business relating to the

sale and research and development of Nand Flash Memory and SSD, including all related assets, contracts, rights and personnel, as well as the assets and liabilities contracted between the transferee and the transferor under their agreement.

Accordingly, SK hynix NAND Product Solutions Corp. acquired from Solidigm Inc. shares issued by Solidigm inc. equivalent in value to the transfer consideration.

(2)

On January 28, 2026, the Parent Company resolved at the board of directors’ meeting to cancel its treasury shares,

and canceled all 15,300,000 treasury shares previously acquired on February 9, 2026. As a result of this cancelation, the total number of issued ordinary shares decreased from 728,002,365 shares before the cancelation to 712,702,365 shares upon

completion of the cancelation, while the amount in capital stock remains the same.

(3)

Subsequent to December 31, 2025 and through the date of authorization for issuance of the accompanying financial

statements, the Group disposed of 8,150,835 shares of treasury shares in connection with the exercise of exchange rights on exchangeable bonds, share-based compensation settlement related to long-term incentive plans, and the grant of treasury

shares to employees for enterprise value-linked compensation, resulting in a gain on disposal of treasury shares of W5,293,476 million, which was recognized in equity.

(4)

The board of the Directors of the Group resolved to merge SK hynix Semiconductor (Dalian) Co., Ltd. with its subsidiary,

SK hynix semiconductor storage technology (Dalian) Co., Ltd. on April 22, 2026. Following this resolution, the two companies entered into a merger agreement, and the effective date of the merger is July 1, 2026.

F-87

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Consolidated Financial Statement

Years ended December 31,

2025, 2024 and 2023

35. Subsequent Event,

Continued

(5)

On April 28, 2026, the Group decided to acquire, prior to maturity, the entire outstanding balance of its foreign

exchangeable bonds through the exercise of an early redemption option. The details of the transaction are as follows:

Bonds to be acquired

Foreign exchangeable bond

(Issue date: April 11, 2023)

Issue amount

USD 1,700,000,000

Amount to be acquired

USD 100,800,000

Event for early redemption

Exercise of the issuer’s early redemption option (Call Option)

• In the case of the aggregate principal amount of the Bonds outstanding is less than 10% of the aggregate principal amount originally issued (Clean Up Call)

Number of shares exchangeable

1,219,445 shares

Expected payment date

May 28, 2026

F-88

Table of Contents

SK hynix Inc. and Subsidiaries

Condensed Consolidated Interim Statements of Financial Position

March 31, 2026 and December 31, 2025 (Unaudited)

(In millions of Korean won)

Notes

March 31,

2026

December 31,

2025

Assets

Current assets

Cash and cash equivalents

5,6

W

21,166,904

W

14,923,766

Short-term financial instruments

5,6

18,220,075

14,679,719

Short-term investment assets

5,6

14,942,782

5,338,768

Trade receivables, net

5,6,7,28

33,807,843

18,199,078

Loans and other receivables, net

5,6,7,28

476,602

386,343

Other financial assets

5,6,18

31,771

195,259

Inventories, net

8

15,974,133

14,289,390

Current tax assets

20,643

67,715

Other current assets

9

1,865,363

1,378,035

106,506,116

69,458,073

Non-current assets

Investments in associates and joint ventures

10

1,356,327

1,320,927

Long-term investment assets

5,6

20,657,583

14,547,099

Loans and other receivables, net

5,6,7,28

424,097

420,036

Other financial assets

5,6,18

2,014,761

1,114,462

Property, plant and equipment, net

11,29

82,051,924

77,502,704

Right-of-use assets,

net

12,28

2,353,676

2,336,457

Intangible assets, net

13

4,050,617

4,049,402

Investment property, net

185

188

Deferred tax assets

1,832,432

3,660,493

Employee benefit assets

17

1,441,600

1,552,888

Other non-current assets

9

139,426

144,930

116,322,628

106,649,586

Total assets

W

222,828,744

W

176,107,659

See accompanying notes to the condensed consolidated interim financial statements.

F-89

Table of Contents

SK hynix Inc. and Subsidiaries

Condensed Consolidated Interim Statements of Financial Position, Continued

March 31, 2026 and December 31, 2025 (Unaudited)

(In millions of Korean won)

Notes

March 31,

2026

December 31,

2025

Liabilities

Current liabilities

Trade payables

5,6,28

W

2,797,840

W

2,848,455

Other payables

5,6,20,28

7,902,601

6,434,144

Other non-trade payables

5,6,28

6,134,993

6,283,111

Borrowings

5,6,14,29

5,890,940

8,161,757

Other financial liabilities

5,6,18

1,597,938

4,913,879

Provisions

16

180,107

228,937

Current tax liabilities

14,579,682

7,023,813

Lease liabilities

5,6,12,28

526,303

547,296

Other current liabilities

15

1,090,126

937,607

40,700,530

37,378,999

Non-current liabilities

Long-term other payables

5,6

381,019

375,141

Other non-trade payables

5,6

20,910

19,970

Borrowings

5,6,14,29

13,426,725

14,086,148

Other financial liabilities

5,6,18

977

2,487

Defined benefit liabilities, net

17

69,192

66,144

Deferred tax liabilities

285,024

248,395

Lease liabilities

5,6,12,28

1,988,448

1,962,647

Other non-current liabilities

15

1,576,120

1,300,977

17,748,415

18,061,909

Total liabilities

58,448,945

55,440,908

Equity

Equity attributable to owners of the Parent Company

Capital stock

19

3,657,652

3,657,652

Capital surplus

19

8,510,283

8,953,714

Other equity

19,31

(368,427

)

(1,348,598

)

Accumulated other comprehensive income

19

3,745,189

2,676,862

Retained earnings

20

148,746,385

106,576,548

Total equity attributable to owners of the Parent Company

164,291,082

120,516,178

Non-controlling interests

88,717

150,573

Total equity

164,379,799

120,666,751

Total liabilities and equity

W

222,828,744

W

176,107,659

See accompanying notes to the condensed consolidated interim financial statements.

F-90

Table of Contents

SK hynix Inc. and Subsidiaries

Condensed Consolidated Interim Statements of Comprehensive Income

Three-month periods ended March 31, 2026 and 2025 (Unaudited)

(In millions of Korean won, except per share information)

Notes

2026

2025

Revenue

4,21,28

W

52,576,287

W

17,639,141

Cost of sales

23,28

10,896,873

7,537,150

Gross profit

41,679,414

10,101,991

Selling and administrative expenses

22,23,28

1,617,671

1,189,730

Research and development expenses

22,23,28

2,451,460

1,471,757

Finance income

24

17,056,350

2,687,359

Finance expenses

24

3,023,483

764,604

Share of loss of equity-accounted investees

10

(26,778

)

(41,109

)

Other income

25,28

15,023

78,943

Other expenses

25,28

14,537

101,864

Profit before income tax

51,616,858

9,299,229

Income tax expense

26

11,270,949

1,191,034

Profit for the period

W

40,345,909

W

8,108,195

Other comprehensive income (loss)

Item that will never be reclassified to profit or loss:

Remeasurements of defined benefit liability, net of tax

17

(44,025

)

(3,060

)

Items that are or may be reclassified to profit or loss:

Foreign operations – foreign currency translation differences, net of tax

1,009,383

35,791

Loss on valuation of derivatives, net of tax

18

(7,940

)

(11,276

)

Equity-accounted investees – share of other comprehensive income (loss), net of tax

10

66,868

(13,724

)

Other comprehensive income for the period, net of tax

1,024,286

7,731

Total comprehensive income for the period

W

41,370,195

W

8,115,926

Profit attributable to:

Owners of the Parent Company

W

40,330,176

W

8,107,081

Non-controlling interests

15,733

1,114

Total comprehensive income attributable to:

Owners of the Parent Company

W

41,354,478

W

8,114,054

Non-controlling interests

15,717

1,872

Earnings per share

27

Basic earnings per share (in Korean won)

W

57,175

W

11,756

Diluted earnings per share (in Korean won)

W

56,670

W

11,411

See accompanying notes to the condensed consolidated interim financial statements.

F-91

Table of Contents

SK hynix Inc. and Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity

Three-month periods ended March 31, 2026 and 2025 (Unaudited)

(In millions of Korean won)

Attributable to owners of the Parent Company

Notes

Capital

stock

Capital

surplus

Other

equity

Accumulated

other

comprehensive

income

Retained

earnings

Total

Non-

controlling

interests

Total equity

Balance at January 1, 2025

W

3,657,652

W

4,487,123

W

(2,191,549

)

W

2,532,107

W

65,418,061

W

73,903,394

W

12,310

W

73,915,704

Comprehensive income :

Profit for the period

—

—

—

—

8,107,081

8,107,081

1,114

8,108,195

Other comprehensive income

Remeasurements of defined benefit liability, net of tax

17

—

—

—

—

(3,060

)

(3,060

)

—

(3,060

)

Other comprehensive income of associate, net of tax

10

—

—

—

(13,724

)

—

(13,724

)

—

(13,724

)

Loss on valuation of derivatives, net of tax

18

—

—

—

(11,276

)

—

(11,276

)

—

(11,276

)

Foreign currency translation differences for foreign operations, net of tax

—

—

—

35,033

—

35,033

758

35,791

Total comprehensive income for the period

—

—

—

10,033

8,104,021

8,114,054

1,872

8,115,926

Transactions with owners of the Parent Company:

Changes in ownership to the subsidiaries

—

73,265

—

—

—

73,265

—

73,265

Dividends paid

—

—

—

—

(900,209

)

(900,209

)

—

(900,209

)

Disposal of treasury shares

19

—

144,616

74,442

—

—

219,058

—

219,058

Share-based payment transactions

31

—

10,031

4,418

—

—

14,449

560

15,009

Total transactions with owners of the Parent Company

—

227,912

78,860

—

(900,209

)

(593,437

)

560

(592,877

)

Balance at March 31, 2025

W

3,657,652

W

4,715,035

W

(2,112,689

)

W

2,542,140

W

72,621,873

W

81,424,011

W

14,742

W

81,438,753

See accompanying notes to the condensed consolidated interim financial statements.

F-92

Table of Contents

SK hynix Inc. and Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity, Continued

Three-month periods ended March 31, 2026 and 2025 (Unaudited)

(In millions of Korean won)

Attributable to owners of the Parent Company

Notes

Capital

stock

Capital

surplus

Other

equity

Accumulated

other

comprehensive

income

Retained

earnings

Total

Non-

controlling

interests

Total equity

Balance at January 1, 2026

W

3,657,652

W

8,953,714

W

(1,348,598

)

W

2,676,862

W

106,576,548

W

120,516,178

W

150,573

W

120,666,751

Comprehensive income (loss):

Profit for the period

—

—

—

—

40,330,176

40,330,176

15,733

40,345,909

Other comprehensive income (loss)

Remeasurements of defined benefit liability, net of tax

17

—

—

—

—

(44,025

)

(44,025

)

—

(44,025

)

Other comprehensive loss of associate, net of tax

10

—

—

—

66,868

—

66,868

—

66,868

Loss on valuation of derivatives, net of tax

18

—

—

—

(7,940

)

—

(7,940

)

—

(7,940

)

Foreign currency translation differences for foreign operations, net of tax

—

—

—

1,009,399

—

1,009,399

(16

)

1,009,383

Total comprehensive income for the period

—

—

—

1,068,327

40,286,151

41,354,478

15,717

41,370,195

Transactions with owners of the Parent Company:

Changes in ownership in subsidiary

—

(338,118

)

—

—

—

(338,118

)

(87,671

)

(425,789

)

Dividends paid

20

—

—

—

—

(1,327,712

)

(1,327,712

)

—

(1,327,712

)

Transfer of capital surplus to retained earnings

19

—

(4,083,635

)

—

—

4,083,635

—

—

—

Disposal of treasury shares

19

—

3,984,135

132,497

—

—

4,116,632

—

4,116,632

Cancelation of treasury shares

19

—

—

872,237

—

(872,237

)

—

—

—

Share-based payment transactions

31

—

(5,813

)

(24,563

)

—

—

(30,376

)

10,098

(20,278

)

Total transactions with owners of the Parent Company

—

(443,431

)

980,171

—

1,883,686

2,420,426

(77,573

)

2,342,853

Balance at March 31, 2026

W

3,657,652

W

8,510,283

W

(368,427

)

W

3,745,189

W

148,746,385

W

164,291,082

W

88,717

W

164,379,799

See accompanying notes to the condensed consolidated interim financial statements.

F-93

Table of Contents

SK hynix Inc. and Subsidiaries

Condensed Consolidated Interim Statements of Cash Flows

Three-month periods ended March 31, 2026 and 2025 (Unaudited)

(In millions of Korean won)

Notes

2026

2025

Cash flows from operating activities

Cash generated from operating activities

30

W

25,880,207

W

10,653,945

Interest received

140,490

106,269

Interest paid

(355,197

)

(319,264

)

Dividends received

3,952,793

4,107

Income tax paid

(3,288,174

)

(1,421,386

)

Net cash provided by operating activities

26,330,119

9,023,671

Cash flows from investing activities

Decrease in short-term financial instruments

5,708,347

2,485,281

Increase in short-term financial instruments

(6,610,597

)

(1,152,741

)

Increase in short-term investment assets, net

(9,504,554

)

(80,607

)

Decrease in other financial assets

1,308

498

Increase in other financial assets

(3,500,000

)

(1,172

)

Collection of loans and other receivables

4,950

13,063

Increase in loans and other receivables

(6,508

)

(12,787

)

Proceeds from disposal of long-term investment assets

4,123,908

6,241

Acquisitions of long-term investment assets

(14,120

)

(6,033

)

Proceeds from disposal of property, plant and equipment

14,693

46,010

Acquisitions of property, plant and equipment

(7,657,403

)

(6,284,222

)

Acquisitions of intangible assets

(207,963

)

(170,465

)

Proceeds from disposal of investments in associates

3,518

3,581

Acquisitions of investments in associates

—

(2,100

)

Cash outflow from business combination

—

(3,063,035

)

Receipt of government grants

9,522

—

Net cash used in investing activities

(17,634,899

)

(8,218,488

)

Cash flows from financing activities

Proceeds from borrowings

1,006,250

2,111,363

Repayments of borrowings

(3,760,030

)

(1,466,432

)

Repayments of lease liabilities

(147,792

)

(151,657

)

Proceeds from disposal of treasury shares

7,775

15,620

Changes in ownership in subsidiary

(57,682

)

—

Net cash provided by (used in) financing activities

(2,951,479

)

508,894

Effects of exchange rate changes on cash and cash equivalents

499,397

38,875

Net increase in cash and cash equivalents

6,243,138

1,352,952

Cash and cash equivalents at the beginning of the period

14,923,766

11,205,117

Cash and cash equivalents at the end of the period

W

21,166,904

W

12,558,069

See accompanying notes to the condensed consolidated interim financial statements.

F-94

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

1. General Information

(1)

General information about SK hynix Inc. (the “Parent Company”) and its subsidiaries (collectively the

“Group”) is as follows:

The Parent Company manufactures, distributes and sells semiconductor products. The Parent Company was

established on October 15, 1949 and its shares have been listed on the Korea Exchange since 1996. The Parent Company’s headquarter is located at 2091 Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do, South Korea, and the Group has manufacturing facilities in Icheon-si and

Cheongju-si, South Korea, and Wuxi, Chongqing and Dalian, China.

As of March 31, 2026 and December 31, 2025, the

shareholders of the Parent Company are as follows:

Shareholder

Number of shares

Percentage

of ownership (%)

March 31,

2026

December 31,

2025

March 31,

2026

December 31,

2025

SK Square Co., Ltd.

146,100,000

146,100,000

20.50

20.07

Other investors

562,197,021

555,591,520

78.88

76.32

Treasury shares 1

4,405,344

26,310,845

0.62

3.61

712,702,365

728,002,365

100.00

100.00

1

Treasury shares include 2,753,353 shares deposited with the Korea Securities Depository due to the issuance of

exchangeable bonds. Excluding these, the number of treasury shares is 1,651,991 (equivalent to 0.23% of ownership interest) as of March 31, 2026.

The Parent Company’s common shares and depositary receipts (DRs) are listed on the Stock Market of Korea Exchange and the Luxembourg Stock Exchange, respectively.

F-95

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

1. General Information, Continued

(2)

Details of the Group’s consolidated subsidiaries as of March 31, 2026 and December 31, 2025 are as

follows:

Ownership (%)

Company

Controlling company

Location

Business

2026

2025

SK hyeng Inc.

SK hynix Inc.

Korea

Construction and service

100

100

SK hystec Inc.

SK hynix Inc.

Korea

Business support and service

100

100

Happymore Inc.

SK hynix Inc.

Korea

Semiconductor apparel manufacturing, baking and services

100

100

SK hynix system ic Inc.

SK hynix Inc.

Korea

Semiconductor research and development and business support

100

100

HappyNarae Co., Ltd.

SK hynix Inc.

Korea

Industrial material supply

100

100

SK Keyfoundry Inc.

SK hynix Inc.

Korea

Semiconductor sales, manufacturing and others

100

100

SK hynix America Inc.

SK hynix Inc.

U.S.A

Semiconductor sales

100

100

SK hynix Deutschland GmbH

SK hynix Inc.

Germany

Semiconductor sales

100

100

SK hynix Asia Pte. Ltd.

SK hynix Inc.

Singapore

Semiconductor sales

100

100

SK hynix Semiconductor Hong Kong Ltd.

SK hynix Inc.

Hong Kong

Semiconductor sales

100

100

SK hynix U.K. Ltd.

SK hynix Inc.

U.K.

Semiconductor sales

100

100

SK hynix Semiconductor Taiwan Inc.

SK hynix Inc.

Taiwan

Semiconductor sales

100

100

SK hynix Japan Inc.

SK hynix Inc.

Japan

Semiconductor sales

100

100

SK hynix (Wuxi) Semiconductor Sales Ltd.

SK hynix Inc.

China

Semiconductor sales

100

100

SK hynix Semiconductor (China) Ltd.

SK hynix Inc.

China

Semiconductor manufacturing

100

100

SK hynix memory solutions Taiwan Ltd.

SK hynix Inc.

Taiwan

Semiconductor research and development

100

100

SK APTECH Ltd.

SK hynix Inc.

Hong Kong

Overseas investment

100

100

SK hynix Ventures Hong Kong Ltd.

SK hynix Inc.

Hong Kong

Overseas investment

100

100

Gauss Labs Inc.

SK hynix Inc.

U.S.A

Information and Communications Industry

97.38

97.38

SK hynix NAND Product Solutions Corp. 2,4

SK hynix Inc.

U.S.A

Semiconductor sales, research and development and others

100

97.48

SK hynix Semiconductor (Dalian) Co., Ltd.

SK hynix Inc.

China

Semiconductor manufacturing

100

100

SK hynix memory solutions Poland sp. z o.o.

SK hynix Inc.

Poland

Semiconductor research and development

100

100

SK Keyfoundry America Inc.

SK Keyfoundry Inc.

U.S.A

Semiconductor sales

100

100

SK Keyfoundry Shanghai Co., Ltd.

SK Keyfoundry Inc.

China

Semiconductor sales

100

100

SK Powertech

SK Keyfoundry Inc.

Korea

Semiconductor manufacturing

99.42

99.42

SUZHOU HAPPYNARAE Co., Ltd.

HappyNarae Co., Ltd.

China

Overseas industrial material supply

100

100

HappyNarae America LLC 1

HappyNarae Co., Ltd.

U.S.A

Overseas industrial material supply

100.00

100.00

HappyNarae Hungary Kft 1

HappyNarae Co., Ltd.

Hungary

Overseas industrial material supply

100.00

100.00

SK hynix Semiconductor (Chongqing) Ltd.

SK APTECH Ltd.

China

Semiconductor manufacturing

100.00

100.00

SK hynix (Wuxi) Education Service Development Co., Ltd.

SK hynix (Wuxi) Education Technology Co., Ltd.

China

Overseas education

100.00

100.00

F-96

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

1. General Information, Continued

(2)

Details of the Group’s consolidated subsidiaries as of March 31, 2026 and December 31, 2025 are as

follows, Continued:

Ownership (%)

Company

Controlling company

Location

Business

2026

2025

SK hynix (Wuxi) Industry Development Ltd.

SK hynix (Wuxi) Investment Ltd.

China

Foreign hospital construction

100.00

100.00

SK hynix Happiness (Wuxi) Hospital Management Ltd.

SK hynix (Wuxi) Investment Ltd.

China

Foreign hospital operation

70.00

70.00

SK hynix cleaning (Wuxi) Ltd.

SK hynix (Wuxi) Investment Ltd.

China

Building maintenance and others

100.00

100.00

SK hynix (Wuxi) Education Technology Co., Ltd.

SK hynix (Wuxi) Investment Ltd.

China

Overseas education

100.00

100.00

SK hynix Semiconductor West Lafayette LLC

SK hynix America Inc.

U.S.A

Semiconductor manufacturing

100.00

100.00

SK hynix memory solutions America Inc.

SK hynix America Inc.

U.S.A

Semiconductor research and development

100.00

100.00

SK hynix Semiconductor India Private Ltd.

SK hynix Asia Pte. Ltd.

India

Semiconductor sales

100.00

100.00

Solidigm Inc. 3,4

SK hynix NAND Product Solutions Corp.

U.S.A

Semiconductor sales, research and development and others

100.00

—

SK hynix NAND Product Solutions Taiwan Co.,

Ltd. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

Taiwan

Semiconductor research and development and sales

100.00

97.48

SK hynix NAND Product Solutions Canada Ltd. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

Canada

Semiconductor research and development

100.00

97.48

SK hynix NAND Product Solutions Mexico, S. DE R.L. DE

C.V. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

Mexico

Semiconductor research and development

100.00

97.48

SK hynix NAND Product Solutions UK Limited 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

U.K.

Semiconductor sales

100.00

97.48

SK hynix NAND Product Solutions Israel Ltd. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

Israel

Semiconductor sales

100.00

97.48

SK hynix NAND Product Solutions International

LLC 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

U.S.A

Semiconductor sales

100.00

97.48

SK hynix NAND Product Solutions Asia Pacific

LLC 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

U.S.A

Semiconductor sales

100.00

97.48

SK hynix NAND Product Solutions Singapore Pte.

Ltd. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

Singapore

Semiconductor sales

100.00

97.48

SK hynix NAND Product Solutions Malaysia Sdn.

Bhd. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

Malaysia

Semiconductor sales

100.00

97.48

SK HYNIX NAND PRODUCT SOLUTIONS POLAND sp. z

o.o. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

Poland

Semiconductor research and development

100.00

97.48

SK hynix NAND Product Solutions (Beijing) Co.,

Ltd. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

China

Semiconductor sales

100.00

97.48

SK Hynix NAND Product Solutions (Shanghai) Co.,

Ltd. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

China

Semiconductor research and development

100.00

97.48

F-97

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

1. General Information, Continued

(2)

Details of the Group’s consolidated subsidiaries as of March 31, 2026 and December 31, 2025 are as

follows, Continued:

Ownership (%)

Company

Controlling company

Location

Business

2026

2025

Intel NDTM US LLC. 2

SK hynix NAND Product Solutions Corp. and Solidigm

Inc. 5

U.S.A

Semiconductor research and development

100.00

97.48

SK hynix (Wuxi) Investment Ltd.

SK hynix Semiconductor (China) Ltd.

China

Overseas investment

100.00

100.00

SK hynix semiconductor storage technology (Dalian) Co., Ltd.

SK hynix Semiconductor (Dalian) Co., Ltd.

China

Semiconductor manufacturing support

100.00

100.00

CHONGQING HAPPYNARAE Co., Ltd.

SUZHOU HAPPYNARAE Co., Ltd.

China

Overseas industrial material supply

100.00

100.00

MMT (Money Market Trust)

—

Korea

Money Market Trust

100.00

100.00

1

Liquidation is in progress as of March 31, 2026.

2

The ownership interest increased due to the acquisition of non-controlling

interests during the three-month period ended March 31, 2026.

3

The entity was newly established as a subsidiary of SK Hynix NAND Product Solutions Corp. during the three-month period

ended March 31, 2026.

4

As part of the business reorganization of SK hynix NAND Product Solutions Corp., the NAND flash memory and SSD sales and

research and development, including related assets, contracts, rights, employees, and the associated assets and liabilities previously held by SK hynix NAND Product Solutions Corp., were transferred to Solidigm Inc. during the three-month period

ended March 31, 2026.

5

Certain subsidiaries have been transferred to Solidigm Inc. as of March 31, 2026, and the transfer of the remaining

related subsidiaries to Solidigm Inc. is expected to be completed by December 31, 2026.

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SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

1. General Information, Continued

(3)

Changes in the Group’s consolidated subsidiaries for the period ended March 31, 2026 are as follows:

Type

Company

Reason

Addition

Solidigm Inc.

Establishment

(4) The Group’s subsidiaries do not have material

non-controlling interests as of March 31, 2026 and December 31, 2025.

2. Material Accounting Policies

These accompanying condensed consolidated interim financial statements were authorized for issue by management in connection with the filing with the U.S. Securities

Exchange Commission on May 22, 2026.

2.1 Basis of Preparation

The

Group’s condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting .

2.1.1 New and

amended standards or interpretations adopted by the Group

The Group has applied the following new and amended IFRS Accounting Standards or interpretations that are

effective from January 1, 2026.

(a) Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

Disclosure requirements have been amended to include the followings in response to recent questions arising in practice. The amendments did not have a significant impact

on the consolidated interim financial statements.

•

Clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some

financial liabilities settled through an electronic cash transfer system.

•

Clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and

interest (SPPI) criterion.

•

Add new disclosures of impact on the entity and the extent to which the entity is exposed for each type of financial

instruments if the timing or amount of contractual cash flow changes due to amendment of contract term.

•

Update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

F-99

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

2. Material Accounting Policies, Continued

2.1.1 New and amended standards or interpretations adopted by the Group, Continued

(b) Annual Improvements to IFRS - Volume 11

The amendments did not have a significant impact on the consolidated interim financial statements.

•

IFRS 1 First-time Adoption of International Financial Reporting Standards: Hedge accounting by a first-time adopter

•

IFRS 7 Financial Instruments: Disclosures: Gain or loss on derecognition and implementation guidance

•

IFRS 9 Financial Instruments: Derecognition of lease liabilities and definition of transaction price

IFRS 10 Consolidated Financial Statements: Determination of a ‘de facto agent’

•

IAS 7 Statement of Cash Flows: Cost Method

(c) Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity

Contracts referencing nature-dependent electricity are defined contracts that expose an entity to variability in the underlying amount of electricity because the source

of electricity generation depends on uncontrollable natural conditions (for example, the weather). The amendments clarify that ‘contracts to buy or sell such electricity’ are assessed for eligibility under the own-use exemption.

In addition, the amendments modify hedge accounting requirements by allowing an entity to designate as the

hedged item a variable nominal amount of forecast electricity transactions that reflect the nature-dependent variability of electricity and introduce additional disclosure requirements. The amendments did not have a significant impact on the

consolidated interim financial statements.

2.1.2 New and amended standards or interpretations not yet adopted by the Group

The following new accounting standards and interpretations have been published that are not mandatory for March 31, 2026 reporting periods and have not been early

adopted by the Group.

(a) New Standard: IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements and includes new requirements aimed at enhancing

comparability of financial performance between similar entities and providing more relevant information to users. While the amendments do not affect the recognition or measurement of items in the financial statements, they are expected to have an

extensive impact on presentation and disclosure, including the income statement and the disclosure of management-defined performance measures.

The standard should

be applied for annual periods beginning on or after January 1, 2027, and earlier application is permitted. In accordance with the retrospective application requirements, comparative information for all comparative periods presented shall be

restated under IFRS 18.

Management is in the process of evaluating the impact of applying the new standard on the Group’s consolidated financial statements.

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Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

2. Material Accounting Policies, Continued

2.1.2 New and amended standards or interpretations not yet adopted by the Group, Continued

(b) IFRS 19 Subsidiaries without Public Accountability: Disclosures

Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IFRS Accounting Standards to apply reduced disclosure

requirements. This standard does not have a significant impact on the financial statements.

2.2 Accounting Policies

Material accounting policies and measurement method used in the preparation of the consolidated interim financial statements are consistent with those of the

consolidated financial statements as of and for the year ended December 31, 2025, except for the changes due to the application of amendments and enactments of new standards described in Note 2.1.1 and as described below.

2.2.1 Income tax expense

Income tax expense for the interim period is recognized

based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual effective income tax rate is applied to the pre-tax

income for the interim period.

The Group is subject to the Global Minimum Tax (Pillar Two). The Group has not recognized additional income tax expenses in relation

to Pillar Two during the three-month period ended March 31, 2026 and applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

3. Critical Accounting Estimates and Assumptions

The Group makes estimates

and assumptions concerning the future. The estimates and assumptions are continuously assessed, considering historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

These resulting accounting estimates may differ from the actual results.

Critical accounting estimates and assumptions made in the preparation of these

consolidated interim financial statements are consistent with those applied in the preparation of the consolidated financial statements as of and for the year ended December 31, 2025, except for the estimates used to determine the income tax

expense.

4. Operating Segment and Entity-wide Information

The Group has

a single reportable segment that is engaged in the manufacture and sale of semiconductor products. The Chief Operating Decision Maker of the Group reviews the operational results of the semiconductor business with the reporting information which is

prepared in the same manner with that used by management during the establishment of the Group’s business strategy.

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SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

4. Operating Segment and Entity-wide

Information, Continued

(1) The Group’s non-current assets

(excluding financial assets, loans and other receivables, investment in associates and joint ventures and deferred tax assets etc.) information by region based on the location of the Parent Company and its subsidiaries as of March 31, 2026 and

December 31, 2025 are as follows:

(In millions of Korean won)

March 31,

2026

December 31,

2025

Korea

W

78,295,807

W

74,293,530

China

10,903,323

10,533,204

Asia (other than China)

15,049

15,424

U.S.A.

817,705

738,739

Europe

5,544

5,672

W

90,037,428

W

85,586,569

(2) For the three-month period ended March 31, 2026, revenues of W 7,780,590 million and

W 6,536,458 million, or 14.80% and 12.43% of the Group’s revenue, were derived from external Customers A and B, respectively. For the

three-month period ended March 31, 2025, revenue of W 4,786,233 million, or 27.13% of the Group’s revenue, is derived from an

external Customer A.

(3) Entity-wide revenue information by region is disclosed in note 21 (3).

5. Carrying Amounts of Financial Instruments by Categories

(1) Carrying amounts of financial assets by categories as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31, 2026

Financial

assets at fair

value through

profit or loss

Financial

assets at fair

value through

other

comprehensive

income or loss

Financial

assets at

amortized cost

Others

Total

Cash and cash equivalents

W

—

W

—

W

21,166,904

W

—

W

21,166,904

Short-term financial instruments

222,500

—

17,997,575

—

18,220,075

Short-term investment assets

14,942,782

—

—

—

14,942,782

Trade receivables 1

—

1,363,090

32,444,753

—

33,807,843

Loans and other receivables

—

—

900,699

—

900,699

Other financial assets

194

—

2,012,721

33,617

2,046,532

Long-term investment assets

20,657,583

—

—

—

20,657,583

W

35,823,059

W

1,363,090

W

74,522,652

W

33,617

W

111,742,418

1

The Group transferred certain portion of trade receivables, which are from specific customers, and derecognized the trade

receivables from the consolidated financial statements when all the risks and rewards are substantially transferred. Accordingly, the Group recognized gain or loss on disposal of trade receivables.

F-102

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

5. Carrying Amounts of Financial Instruments by

Categories, Continued

(1) Carrying amounts of financial assets by categories as of March 31, 2026 and December 31,

2025 are as follows, Continued:

(In millions of Korean won)

December 31, 2025

Financial

assets at fair

value through

profit or loss

Financial

assets at fair

value through

other

comprehensive

income or loss

Financial

assets at

amortized cost

Others

Total

Cash and cash equivalents

W

—

W

—

W

14,923,766

W

—

W

14,923,766

Short-term financial instruments

222,500

—

14,457,219

—

14,679,719

Short-term investment assets

5,338,768

—

—

—

5,338,768

Trade receivables 1

—

1,256,429

16,942,649

—

18,199,078

Loans and other receivables

—

—

806,379

—

806,379

Other financial assets

62

—

1,113,792

195,867

1,309,721

Long-term investment assets

14,547,099

—

—

—

14,547,099

W

20,108,429

W

1,256,429

W

48,243,805

W

195,867

W

69,804,530

1

The Group transferred certain portion of trade receivables, which are from specific customers, and derecognized the trade

receivables from the consolidated financial statements when all the risks and rewards are substantially transferred. Accordingly, the Group recognized gain or loss on disposal of trade receivables.

(2) Carrying amounts of financial liabilities by categories as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31, 2026

Financial

liabilities at fair

value through

profit or loss

Financial

liabilities at

amortized cost

Others

Total

Trade payables

W

—

W

2,797,840

W

—

W

2,797,840

Other payables

—

8,283,620

—

8,283,620

Other non-trade

payables 1

—

1,964,954

—

1,964,954

Borrowings 2

—

19,317,665

—

19,317,665

Lease liabilities

—

2,514,751

—

2,514,751

Other financial liabilities

1,596,942

1,557

416

1,598,915

W

1,596,942

W

34,880,387

W

416

W

36,477,745

1

Among other non-trade payables, employee benefits liabilities that correspond to

the Group’s obligations under the employee benefit plan were excluded because they were not subject to disclosure of financial instruments.

2

The Group participated in supplier-financing arrangements under letters of credit, where financial institutions pay the

Group’s obligations to suppliers within a certain limit, and the Group subsequently repays the financial institutions. There were no short-term borrowings under the supplier financing arrangements as of March 31, 2026.

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SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

5. Carrying Amounts of Financial Instruments by

Categories, Continued

(2) Carrying amounts of financial liabilities by categories as of March 31, 2026 and

December 31, 2025 are as follows, Continued:

(In millions of Korean won)

December 31, 2025

Financial

liabilities at fair

value through

profit or loss

Financial

liabilities at

amortized cost

Others

Total

Trade payables

W

—

W

2,848,455

W

—

W

2,848,455

Other payables

—

6,809,285

—

6,809,285

Other non-trade

payables 1

—

1,541,016

—

1,541,016

Borrowings 2

—

22,247,905

—

22,247,905

Lease liabilities

—

2,509,943

—

2,509,943

Other financial liabilities

4,911,955

1,585

2,826

4,916,366

W

4,911,955

W

35,958,189

W

2,826

W

40,872,970

1

Among other non-trade payables, employee benefits liabilities that correspond to

the Group’s obligations under the employee benefit plan were excluded because they were not subject to disclosure of financial instruments.

2

The Group participated in supplier-financing arrangements under letters of credit, where financial institutions pay the

Group’s obligations to suppliers within a certain limit, and the Group subsequently repays the financial institutions. There were no short-term borrowings under the supplier financing arrangements as of December 31, 2025.

6. Financial Risk Management

(1) Financial risk

management

The Group’s activities are exposed to a variety of financial risks, including market risk (foreign exchange risk, interest rate risk and price

risk), credit risk and liquidity risk. The consolidated interim financial statements do not include all the financial risk management policies and disclosures required for the consolidated annual financial statements; accordingly, reference should

be made to see the consolidated annual financial statements for a comprehensive discussion of the Group’s financial risk management policies and disclosures. There have been no significant changes in Group’s risk management organization

or risk management policies subsequent to December 31, 2025.

(a) Market risk

(i) Foreign exchange risk

The Group operates internationally and is exposed to

foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Euro, Chinese Yuan and Japanese Yen. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities in

foreign currencies, and net investments in foreign operations.

F-104

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

6. Financial Risk Management, Continued

(1) Financial risk management, Continued

(a) Market risk, Continued

(i) Foreign exchange risk, Continued

Monetary foreign currency assets and liabilities as of March 31, 2026 are as follows:

(In millions of Korean won and millions of foreign currencies)

Assets

Liabilities

Foreign

currencies

Korean won

equivalent

Foreign

currencies

Korean won

equivalent

USD

34,202

W

51,761,447

14,793

W

22,387,699

JPY

561,976

5,320,393

129,782

1,228,687

CNY

1,866

408,174

2,924

639,523

EUR

15

25,947

313

542,168

Also, as described in note 18, the Group entered into a

fixed-to-fixed cross currency swap and a floating-to-fixed cross currency interest rate

swap to hedge foreign currency rate risk relating to bonds and borrowings denominated in foreign currencies.

When the exchange rate of the functional currency for

each foreign currency fluctuates by 10% as of March 31, 2026, the impact of the change in the exchange rate on profit before income tax expenses is as follows:

(In millions of Korean won)

If

increased

by 10%

If

decreased

by 10%

USD

W

2,953,682

W

(2,953,682

)

JPY

409,171

(409,171

)

CNY

(23,135

)

23,135

EUR

(51,622

)

51,622

(ii) Interest rate risk

Interest rate risk of the

Group is defined as the risk that the interest expenses arising from borrowings will fluctuate due to changes in future market interest rate. The interest rate risk mainly arises through floating rate borrowings and is partially offset by interests

received from floating rate financial assets.

The Group is managing cash flow interest rate risk using floating-to-fixed cross currency interest rate swaps. These interest rate swaps have an economic effect of converting floating interest borrowings into fixed interest borrowings. Generally, the Group borrows

at a floating interest rate and then swaps at a fixed rate. Under the swap agreement, the Group will settle the difference between fixed interest costs and the floating interest costs calculated according to the principal agreed upon for each

counterparty and specific period (mainly quarterly).

The Group is partially exposed to the risk of changing net interest costs due to changes in interest rates as

of March 31, 2026. The Group has signed a currency interest rate swap contract on floating interest rate borrowings in foreign currency amount to

W 163,069 million and an interest rate swap contract on floating interest rate borrowings in local currency of W 317,400 million. Therefore, the

F-105

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

6. Financial Risk Management, Continued

(1) Financial risk management, Continued

(a) Market risk, Continued

(ii) Interest rate risk, Continued

changes in interest costs subject to fluctuation of interest rates do not have an impact on the profit before income tax for the three-month period ended March 31, 2026.

As of March 31, 2026, if interest rates on borrowings and financial assets had been 100 basis points higher/lower with all other variables held constant, profit

before income tax would have been W 10,792 million (2025: W 13,750 million) lower/higher over the next year, mainly as a result of higher/lower net interest costs on floating-rate borrowings and interest income on floating-rate financial

assets.

(iii) Price risk

The Group invests in equity and debt securities

resulted from its business needs and the purpose of liquidity management. The Group’s equity and debt securities are exposed to price risk as of March 31, 2026.

(b) Credit risk

Credit risk is the risk of financial loss to the Group if a

customer or counterparty to a financial instrument fails to meet its contractual obligations and arises mainly from operating and investing activities. In order to manage credit risk, the Group periodically evaluates the creditworthiness of each

customer or counterparty through the analysis of its financial information, historical transaction records and other factors, based on which the Group establishes credit limits for each customer or counterparty.

(i) Trade and other receivables

For each new customer, the Group individually

analyzes its creditworthiness before standard payment and delivery terms and conditions are offered. In addition, the Group is continuously managing trade and other receivables by reevaluating the customer’s creditworthiness and securing

collaterals in order to limit its credit risk exposure.

The Group reviews at the end of each reporting period whether trade and other receivables are impaired and

enters into credit insurance contracts to manage credit risk exposure from oversea customers. The extent of the Group’s exposure to credit risk as of March 31, 2026 is equal to the carrying amount of trade and other receivables.

(ii) Other financial assets

Credit risk also arises from other financial assets

such as cash and cash equivalents, short-term financial instruments, short-term investment assets, and short-term and long-term loans mainly due to the bankruptcy of each counterparty to those financial assets. The maximum exposure to credit risk as

of March 31, 2026 is the carrying amount of those financial assets. The Group deposits cash and cash

F-106

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

6. Financial Risk Management, Continued

(1) Financial risk management, Continued

(b) Credit risk, Continued

(ii) Other financial assets, Continued

equivalents, short-term financial instruments and others in several financial institutions, and transacts only with banks and financial institutions with high credit ratings. Accordingly,

management does not expect any significant loss from non-performance by the counterparties.

(c) Liquidity risk

Liquidity risk is defined as the risk that the Group is unable to meet its short-term payment obligations on time due to deterioration of its business performance or

inability to access financing. The Group forecasts its cash flow and liquidity status and sets action plans on a regular basis to manage liquidity risk proactively.

The Group invests surplus cash in interest-bearing current accounts, time deposits, and demand deposits choosing instruments with appropriate maturities or sufficient

liquidity to provide sufficient headroom as determined by the above-mentioned forecasts.

(2) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders

and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital

structure, the Group may adjust the amount of dividends to shareholders, procure and repay borrowings, issue new shares, and sell assets.

The debt-to-equity ratio and net borrowing ratio as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31,

2026

December 31,

2025

Total liabilities (A)

W

58,448,945

W

55,440,908

Total equity (B)

164,379,799

120,666,751

Cash and cash equivalents, and others 1 (C)

54,329,761

34,942,253

Total borrowings (D)

19,317,665

22,247,905

Debt-to-equity ratio

(A/B)

35.56

%

45.95

%

Net borrowing ratio 2

(D-C)/B

—

—

1

Total amount of cash and cash equivalents, short-term financial instruments and short-term investment assets.

2

Net borrowing ratio is not disclosed because the ratio is negative.

Under major borrowing contracts, the Group is obliged to comply with a certain level of debt ratio and

Loan-To-Value ratio. The Group has complied with all of these conditions as of March 31, 2026.

F-107

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

6. Financial Risk Management, Continued

(3) Fair value

Fair values are

categorized into different levels in a fair value hierarchy based on the inputs used in valuation techniques as follows:

•

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity can access at

the measurement date.

•

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (i.e. as prices) or indirectly (i.e. derived from prices)

•

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

(a)

The following table presents the Group’s carrying amounts and fair values of financial instruments by categories,

including their levels in the fair value hierarchy, as of March 31, 2026 and December 31, 2025:

(In millions of Korean won)

March 31, 2026

Carrying

amounts

Level 1

Level 2

Level 3

Total

Financial assets measured at fair value

Short-term financial instruments

W

222,500

W

—

W

—

W

222,500

W

222,500

Short-term investment assets

14,942,782

—

14,942,782

—

14,942,782

Trade receivables 1

1,363,090

—

1,363,090

—

1,363,090

Long-term investment assets

20,657,583

—

—

20,657,583

20,657,583

Other financial assets

33,811

—

33,811

—

33,811

37,219,766

—

16,339,683

20,880,083

37,219,766

Financial assets not measured at fair value

Cash and cash equivalents 2

21,166,904

—

—

—

—

Short-term financial instruments 2

17,997,575

—

—

—

—

Trade receivables 2

32,444,753

—

—

—

—

Loans and other receivables 2

900,699

—

—

—

—

Other financial assets 2

2,012,721

—

—

—

—

74,522,652

—

—

—

—

Total financial asset

W

111,742,418

W

—

W

16,339,683

W

20,880,083

W

37,219,766

Financial liabilities measured at fair value

Other financial liabilities

W

1,597,358

W

—

W

1,597,358

W

—

W

1,597,358

Financial liabilities not measured at fair value

Trade payables 2

2,797,840

—

—

—

—

Other payables 2

8,283,620

—

—

—

—

Other non-trade

payables 2

1,964,954

—

—

—

—

Borrowings

19,317,665

—

19,350,642

—

19,350,642

Lease liabilities 2

2,514,751

—

—

—

—

Other financial liabilities 2

1,557

—

—

—

—

34,880,387

—

19,350,642

—

19,350,642

Total financial liabilities

W

36,477,745

W

—

W

20,948,000

W

—

W

20,948,000

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Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

6. Financial Risk Management, Continued

(3) Fair value, Continued

(a)

The following table presents the Group’s carrying amounts and fair values of financial instruments by categories,

including their levels in the fair value hierarchy, as of March 31, 2026 and December 31, 2025, Continued:

1

The Group transferred some of the trade receivables and substantially transferred the risks and rewards to the customer.

Accordingly, the Group derecognized trade receivables from the consolidated financial statement on the date of assets transfer and recognized gain or loss on disposal of trade receivables.

2

The Group did not present fair values of financial assets and liabilities of which carrying amounts are considered to be a

reasonable approximation of fair values.

(In millions of Korean won)

December 31, 2025

Carrying

amounts

Level 1

Level 2

Level 3

Total

Financial assets measured at fair value

Short-term financial instruments

W

222,500

W

—

W

—

W

222,500

W

222,500

Short-term investment assets

5,338,768

—

5,338,768

—

5,338,768

Trade receivables 1

1,256,429

—

1,256,429

—

1,256,429

Long-term investment assets

14,547,099

—

—

14,547,099

14,547,099

Other financial assets

195,929

—

195,929

—

195,929

21,560,725

—

6,791,126

14,769,599

21,560,725

Financial assets not measured at fair value

Cash and cash equivalents 2

14,923,766

—

—

—

—

Short-term financial instruments 2

14,457,219

—

—

—

—

Trade receivables 2

16,942,649

—

—

—

—

Loans and other receivables 2

806,379

—

—

—

—

Other financial assets 2

1,113,792

—

—

—

—

48,243,805

—

—

—

—

Total financial asset

W

69,804,530

W

—

W

6,791,126

W

14,769,599

W

21,560,725

Financial liabilities measured at fair value

Other financial liabilities

W

4,914,781

W

—

W

4,914,781

W

—

W

4,914,781

Financial liabilities not measured at fair value

Trade payables 2

W

2,848,455

W

—

W

—

W

—

W

—

Other payables 2

6,809,285

—

—

—

—

Other non-trade

payables 2

1,541,016

—

—

—

—

Borrowings

22,247,905

—

22,449,184

—

22,449,184

Lease liabilities 2

2,509,943

—

—

—

—

Other financial liabilities 2

1,585

—

—

—

—

35,958,189

—

22,449,184

—

22,449,184

Total financial liabilities

W

40,872,970

W

—

W

27,363,965

W

—

W

27,363,965

1

The Group transferred some of the trade receivables and substantially transferred the risks and rewards to the customer.

Accordingly, the Group derecognized trade receivables from the consolidated financial statement on the date of assets transfer and recognized gain or loss on disposal of trade receivables.

2

The Group did not present fair values of financial assets and liabilities of which carrying amounts are considered to be a

reasonable approximation of fair values.

F-109

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

6. Financial Risk Management, Continued

(3) Fair value, Continued

(b) Valuation Techniques

The

valuation techniques used to measure financial instruments with fair value level 2 and level 3 are the same as those applied by the Group in its consolidated financial statements as of and for the year ended December 31, 2025.

(c)

There was no transfer between fair value hierarchy levels for the three-month period ended March 31, 2026 and

changes in financial assets classified as level 3 fair value measurements during the three-month period ended March 31, 2026 are as follows:

(In millions of Korean won)

Beginning

Balance

Acquisition

Disposals

Gain on

Valuation

Foreign

Exchange

Difference

Ending

Balance

Financial assets:

Short-term financial instruments

W

222,500

—

—

—

—

W

222,500

Long-term investment assets

W

14,547,099

W

14,120

W

(4,120,220

)

W

9,881,310

W

335,274

W

20,657,583

7. Trade Receivables and Loans and Other Receivables

(1) Details of loans and other receivables as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31,

2026

December 31,

2025

Current

Other receivables

W

120,932

W

89,511

Accrued income

205,060

156,266

Short-term loans

124,682

117,592

Short-term guarantee and other deposits

25,928

22,974

476,602

386,343

Non-current

Long-term other receivables

79,937

74,024

Long-term loans

186,388

189,262

Guarantee deposits

157,496

156,488

Others

276

262

424,097

420,036

W

900,699

W

806,379

F-110

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

7. Trade Receivables and Loans and Other

Receivables, Continued

(2)

Trade receivables and loans and other receivables, net of provision for impairment, as of March 31, 2026 and

December 31, 2025 are as follows:

(In millions of Korean won)

March 31, 2026

Gross

amount

Provision for

impairment

Carrying

amount

Trade receivables

W

33,810,734

W

(2,891

)

W

33,807,843

Current loans and other receivables

476,678

(76

)

476,602

Non-current loans and other receivables

425,083

(986

)

424,097

W

34,712,495

W

(3,953

)

W

34,708,542

(In millions of Korean won)

December 31, 2025

Gross

amount

Provision for

impairment

Carrying

amount

Trade receivables

W

18,201,785

W

(2,707

)

W

18,199,078

Current loans and other receivables

386,419

(76

)

386,343

Non-current loans and other receivables

420,972

(936

)

420,036

W

19,009,176

W

(3,719

)

W

19,005,457

8. Inventories

Details of inventories as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31, 2026

Acquisition

cost

Inventory

valuation

allowance

Carrying

amount

Merchandise

W

4,547

W

(292

)

W

4,255

Finished goods

3,233,195

(163,107

)

3,070,088

Work-in-process

9,666,848

(38,925

)

9,627,923

Raw materials

1,962,505

(15,524

)

1,946,981

Supplies

1,293,783

(193,866

)

1,099,917

Goods in transit

224,969

—

224,969

W

16,385,847

W

(411,714

)

W

15,974,133

(In millions of Korean won)

December 31, 2025

Acquisition

cost

Inventory

valuation

allowance

Carrying

amount

Merchandise

W

5,564

W

(261

)

W

5,303

Finished goods

2,616,635

(209,670

)

2,406,965

Work-in-process

9,290,708

(83,271

)

9,207,437

Raw materials

1,507,058

(17,745

)

1,489,313

Supplies

1,086,570

(183,958

)

902,612

Goods in transit

277,760

—

277,760

W

14,784,295

W

(494,905

)

W

14,289,390

F-111

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

9. Other Current and Non-current Assets

Details of other current and non-current assets as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31,

2026

December 31,

2025

Current

Advance payments

W

71,503

W

73,312

Prepaid expenses

367,544

291,529

Value added tax refundable

947,397

876,429

Contract assets

77,038

125,240

Others

401,881

11,525

1,865,363

1,378,035

Non-current

Long-term advance payments

71,623

79,810

Long-term prepaid expenses

32,731

33,778

Others

35,072

31,342

139,426

144,930

W

2,004,789

W

1,522,965

10. Investments in Associates and Joint Ventures

(1) General information of investments in associates and joint ventures is as follows:

Type

Investee

Location

Business

Associates

SK China Company Limited 1

China

Consulting and investment

SK South East Asia Investment Pte. Ltd.

Singapore

Consulting and investment

SiFive, Inc. 2

U.S.A

Design and manufacture of semiconductor

Wuxi xinfa IC industry park., Ltd.

China

Developing science-technological park

Others

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd. 3

China

Manufacture of semiconductor parts

SK hynix system ic (Wuxi) Co., Ltd. 4, 5

China

Foundry factory construction

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor 3

Korea

Investment

Specialized Investment-type Private Equity Investment Trust For

Win-win System Semiconductor 3

Korea

Investment

Others

1

Management of the Group is able to exercise significant influence over the entity by participating the Board of Directors.

Accordingly, the investment has been classified as an associate.

2

The Group is able to exercise significant influence through its right to appoint a director to the Board of Directors of

investee. Accordingly, the investment has been classified as an associate.

3

It has been classified to a joint venture as it is stated in the agreement that unanimous vote is required for relevant

activities.

4

Net asset share amount and carrying amount of SK hynix system ic (Wuxi) Co., Ltd. were prepared based on the consolidated

financial statements including Hystars Semiconductor (Wuxi) Co., Ltd.

5

As major decisions require the approval of more than two-thirds of the

shareholders, the entity has been classified as an investment in a joint venture.

F-112

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

10. Investments in Associates and Joint

Ventures, Continued

(2) Details of investments in associates and joint ventures as of March 31, 2026

and December 31, 2025 are as follows:

(In millions of Korean won)

March 31, 2026

December 31, 2025

Investee

Ownership

(%)

Net asset

value

Carrying

amount

Ownership

(%)

Carrying

amount

Associates:

SK China Company Limited

11.87

W

435,304

W

487,901

11.87

W

463,560

SK South East Asia Investment Pte. Ltd.

20.00

388,951

388,951

20.00

370,671

SiFive, Inc.

6.84

10,179

9,703

6.84

9,175

Wuxi xinfa IC industry park., Ltd.

30.00

50,368

50,368

30.00

46,990

Others

155,433

163,571

160,957

Joint ventures:

HITECH Semiconductor (Wuxi) Co., Ltd.

45.00

166,669

163,062

45.00

152,015

SK hynix system ic (Wuxi) Co., Ltd.

49.79

(45,618

)

55,662

49.79

78,548

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor

33.33

6,936

6,936

33.33

9,039

Specialized Investment-type Private Equity Investment Trust For

Win-win System Semiconductor

37.50

19,522

19,522

37.50

19,574

Others

10,650

10,651

10,398

W

1,198,394

W

1,356,327

W

1,320,927

(3) Changes in investments in associates and joint ventures for the three-month periods ended

March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

Beginning

balance

Acquisition

Share of

profit

(loss)

Other

equity

movement

Dividend

Recovery

of principal

Ending

balance

SK China Company Limited

W

463,560

W

—

W

1,780

W

22,561

W

—

W

—

W

487,901

SK South East Asia Investment Pte. Ltd.

370,671

—

(1,858

)

20,138

—

—

388,951

SiFive, Inc.

9,175

—

—

528

—

—

9,703

Wuxi xinfa IC industry park., Ltd.

46,990

—

165

3,212

—

—

50,367

HITECH Semiconductor (Wuxi) Co., Ltd.

152,015

—

2,551

8,496

—

—

163,062

SK hynix system ic (Wuxi) Co., Ltd.

78,548

—

(30,121

)

7,233

—

—

55,660

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor

9,039

—

(49

)

(53

)

(430

)

(1,570

)

6,937

Specialized Investment-type Private Equity Investment Trust For

Win-win System Semiconductor

19,574

—

(52

)

—

—

—

19,522

Others

171,355

—

806

4,753

(741

)

(1,949

)

174,224

W

1,320,927

W

—

W

(26,778

)

W

66,868

W

(1,171

)

W

(3,519

)

W

1,356,327

F-113

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

10. Investments in Associates and Joint

Ventures, Continued

(3) Changes in investments in associates and joint ventures for the three-month periods ended

March 31, 2026 and 2025 are as follows, Continued:

(In millions of Korean won)

2025

Beginning

balance

Acquisition

Share of

profit

(loss)

Other

equity

movement

Dividend

Recovery

of principal

Ending

balance

SK China Company Limited

W

456,471

W

—

W

188

W

(15,470

)

W

—

W

—

W

441,189

SK South East Asia Investment Pte. Ltd.

401,843

—

(12,500

)

1,263

—

—

390,606

SiFive, Inc.

18,311

—

(2,340

)

(221

)

—

—

15,750

Wuxi xinfa IC industry park., Ltd.

44,895

—

1,201

167

—

—

46,263

HITECH Semiconductor (Wuxi) Co., Ltd.

157,255

—

754

(309

)

—

—

157,700

SK hynix system ic (Wuxi) Co., Ltd.

688,702

—

(27,139

)

(124

)

—

—

661,439

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor

11,237

—

(971

)

921

—

—

11,187

Specialized Investment-type Private Equity Investment Trust For

Win-win System Semiconductor

22,459

—

(26

)

—

—

—

22,433

Others

139,490

2,100

(277

)

49

—

(3,581

)

137,781

W

1,940,663

W

2,100

W

(41,110

)

W

(13,724

)

W

—

W

(3,581

)

W

1,884,348

(4) Major associates and joint ventures’ summarized financial information as of March 31,

2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31, 2026

Current

assets

Non-current

assets

Current

liabilities

Non-current

liabilities

SK China Company Limited

W

2,271,763

W

1,687,604

W

90,026

W

340,484

SK South East Asia Investment Pte. Ltd.

1,077,750

1,037,101

61,289

38,453

HITECH Semiconductor (Wuxi) Co., Ltd.

286,026

278,058

188,722

7,706

SK hynix system ic (Wuxi) Co., Ltd.

490,597

1,272,474

1,314,267

541,211

(In millions of Korean won)

December 31, 2025

Current

assets

Non-current

assets

Current

liabilities

Non-current

liabilities

SK China Company Limited

W

1,787,188

W

2,120,977

W

151,370

W

293,452

SK South East Asia Investment Pte. Ltd.

1,021,847

983,307

58,110

36,458

HITECH Semiconductor (Wuxi) Co., Ltd.

298,955

277,560

182,138

58,962

SK hynix system ic (Wuxi) Co., Ltd.

210,511

1,233,265

962,673

520,468

F-114

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

10. Investments in Associates and Joint

Ventures, Continued

(5) Major associates and joint ventures’ summarized financial information for

the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Revenue

Net profit

(loss)

Revenue

Net profit

(loss)

SK China Company Limited

W

18,531

W

9,795

W

16,094

W

1,586

SK South East Asia Investment Pte. Ltd.

100,917

10,978

355,697

(62,500

)

HITECH Semiconductor (Wuxi) Co., Ltd.

216,147

16,081

174,973

8,880

SK hynix system ic (Wuxi) Co., Ltd.

74,238

(60,497

)

80,374

(61,995

)

11. Property, Plant and Equipment

(1)

Changes in property, plant and equipment for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Beginning balance

W

77,502,704

W

60,157,474

Acquisition

7,347,767

5,883,723

Disposal and retirement

(8,357

)

(6,829

)

Depreciation

(3,415,412

)

(3,014,780

)

Transfers

6,433

2,780

Foreign exchange difference, etc.

618,789

(7,068

)

Ending balance

W

82,051,924

W

63,015,300

(2) Certain machineries are pledged as collaterals for borrowings of the Group as of March 31,

2026 (see note 29).

12. Leases

(1) Changes in right-of-use assets for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Beginning balance

W

2,336,457

W

2,486,871

Acquisition

86,497

23,891

Termination

(1,672

)

(1,806

)

Depreciation

(103,087

)

(109,286

)

Foreign exchange difference

35,481

771

Ending balance

W

2,353,676

W

2,400,441

F-115

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

12. Leases, Continued

(2) Changes in lease liabilities for the three-month periods ended March 31, 2026

and 2025 are as follows:

(In millions of Korean won)

2026

2025

Beginning balance

W

2,509,943

W

2,768,376

Acquisition

86,409

23,891

Termination

(1,614

)

(1,660

)

Interest expenses

24,365

24,424

Payments

(162,606

)

(163,637

)

Foreign exchange difference

58,254

(1,299

)

Ending balance

W

2,514,751

W

2,650,095

13. Intangible Assets

Changes in intangible

assets for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Beginning balance

W

4,049,402

W

4,018,847

Acquisition

184,745

170,465

Disposal and retirement

(990

)

(526

)

Amortization

(210,566

)

(221,434

)

Transfers

(6,378

)

(2,867

)

Others 1

34,404

(1,785

)

Ending balance

W

4,050,617

W

3,962,700

1

Others include increase/decrease due to foreign exchange difference.

14. Borrowings

Details of borrowings as of March 31, 2026 and

December 31, 2025 are as follows:

(In millions of Korean won)

March 31,

2026

December 31,

2025

Current

Short-term borrowings

W

2,522,307

W

2,395,797

Current portion of long-term borrowings

1,716,223

1,470,301

Current portion of debentures 1

1,652,410

4,295,659

5,890,940

8,161,757

Non-current

Long-term borrowings

2,675,856

2,879,750

Debentures

10,750,869

11,206,398

13,426,725

14,086,148

W

19,317,665

W

22,247,905

F-116

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

14. Borrowings, Continued

Details of borrowings as of March 31, 2026 and December 31, 2025 are as follows, Continued:

1

The carrying amount includes exchangeable bond issued by the Parent Company during the year ended December 31, 2023.

The maturity date of the exchangeable bond is in 2030, but the Group has classified the exchangeable bond as current borrowings due to the possibility of exercising conversion rights by the bondholders. During the three-month period ended

March 31, 2026, exchangeable bonds equivalent to USD 510,800,000 were exchanged for 6,179,194 shares upon exercise of exchange rights by the bondholders. On a cumulative basis, exchangeable bonds equivalent to USD 1,472,400,000 have been

exchanged for 17,807,022 shares. The conditions of issuance are as follows:

Type of bond

Issue amount

Foreign exchangeable bond

USD 1,700,000,000

Outstanding balance of bonds issued 1

USD 227,600,000

Interest rate

Coupon Rate

1.75%

Yield Rate

1.75%

Maturity Date

April 11, 2030

Redemption measures

1) Redemption upon maturity: redemption of the remaining amounts for which conversion rights or early redemption has not been exercised upon maturity date

2) Early redemption: Redemption by the Call Option of the Issuer or redemption by the Put Option of Bondholders

Details of conversion

right

Conversion Rate

100.00% of the principal amount

Conversion price

W 108,811 per share

Subject of Conversion

Ordinary shares of the SK hynix Inc. (currently held as treasury shares)

Conversion period

May 22, 2023 - April 1, 2030

Adjustment to Conversion Price

Adjustment of the Conversion Price in certain circumstances, including but not limited to:

Bonus issue, subdivision, consolidation, reclassification, rights issues of options or warrants

over shares, share dividends, capital distribution, modification of rights of conversion, issues at less than Current Market Price, etc.

Put Option of Bondholders

The fourth anniversary from the transaction date (April 11, 2027)

In the case of a change of control of the Parent Company

In the case of the Shares of the Parent company ceases to be listed or admitted to trading or are suspended for trading for a period equal to or exceeding 20 consecutive Trading Days

Call Option of the Issuer

On or after April 25, 2028, in the case of the closing price of the Shares for any 20 trading days in a period of 30 consecutive trading days is at least 130% of the prevailing Conversion Price

In the case of the aggregate principal amount of the Bonds outstanding is less than 10% of the aggregate principal amount originally issued (Clean Up Call)

In the case of the Issuer becomes obliged to pay any additional amounts, as a result of changes relating to tax laws in Korea.

1

The number of exchangeable shares was 20,126,911 upon initial issuance, but due to the exercise of conversion rights and

adjustments in the conversion price, the number of exchangeable shares has been changed to 2,753,353 as of March 31, 2026.

F-117

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

15. Other Current and Non-current Liabilities

Details of other current and non-current liabilities as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31,

2026

December 31,

2025

Current

Advance receipts

W

121,245

W

59,298

Unearned income

4,350

6,499

Withholdings

386,075

318,105

Contract liabilities

483,957

474,185

Others

94,499

79,520

1,090,126

937,607

Non-current

Other long-term employee benefits

1,575,988

1,300,847

Others

132

130

1,576,120

1,300,977

W

2,666,246

W

2,238,584

16. Provisions

(1) Changes in provisions for

the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

Beginning

Balance

Utilization

Reversal

Ending

Balance

Warranty

W

222,751

W

(594

)

W

(44,015

)

W

178,142

Emission allowances

4,359

—

(4,221

)

138

Restoration costs

1,827

—

—

1,827

W

228,937

W

(594

)

W

(48,236

)

W

180,107

(In millions of Korean won)

2025

Beginning

Balance

Utilization

Reversal

Ending

Balance

Warranty

W

263,001

W

(688

)

W

(27,537

)

W

234,776

Emission allowances

5,407

—

(2,146

)

3,261

Restoration costs

1,827

—

—

1,827

W

270,235

W

(688

)

W

(29,683

)

W

239,864

(2) Provisions for warranty

The Group estimates the

expected warranty costs based on historical results and records provisions for warranty. Regarding the durability issue of certain products sold in the prior years, the Group separately estimated and recorded warranty provisions for the amount

expected to be paid for product replacement and other customer supporting activities.

F-118

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

16. Provisions, Continued

(3) Provision for emission allowances

The Group recognizes estimated future payment for the number of emission certificates required to settle the Group’s obligation exceeding the actual number of

certificates on hand as emission allowances according to the Act on Allocation and Trading of Greenhouse Gas Emission Permits.

(a) Details of the allocated amount

of emission permits and the estimated amount of emission as of March 31, 2026 are as follows:

(In ten thousand tons CO2-eq)

March 31, 2026

Allocated emission permits

664

(b) Changes in the emission permits rights for the three-month period ended March 31, 2026 are as follows:

(In ten thousand tons CO2-eq)

2025

Beginning balance

58

Allocated

547

Submission

(41

)

Carryforwards

(8

)

Disposal

(2

)

Ending balance

554

17. Defined Benefit Liabilities (Assets)

(1)

Details of defined benefit liabilities (assets) as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31,

2026

December 31,

2025

Present value of defined benefit obligations

W

3,382,411

W

3,447,188

Fair value of plan assets

(4,754,819

)

(4,933,932

)

Net defined benefit liabilities (assets)

W

(1,372,408

)

W

(1,486,744

)

Defined benefit liabilities

W

69,192

W

66,144

Employee benefit assets 1

W

1,441,600

W

1,552,888

1

The Parent Company and certain subsidiaries’ fair value of plan assets in excess of the present value of defined

benefit obligations, presented as employee benefit assets, amounted to W 1,441,600 million and W 1,552,888 million as of March 31, 2026 and December 31, 2025, respectively.

F-119

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

17. Defined Benefit Liabilities (Assets),

Continued

(2)

Changes in present value of defined benefit obligations for the three-month periods ended March 31, 2026 and 2025

are as follows:

(In millions of Korean won)

2026

2025

Beginning balance

W

3,447,188

W

3,125,802

Current service cost

75,573

72,829

Interest expense

44,958

38,319

Transfer from associates

3,944

1,862

Benefits paid

(189,433

)

(114,439

)

Others

181

1,172

Ending balance

W

3,382,411

W

3,125,545

(3)

Changes in fair value of plan assets for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Beginning balance

W

4,933,932

W

4,211,967

Contributions

839

—

Interest income

65,796

52,252

Transfer from associates

3,421

2,405

Benefits paid

(205,446

)

(137,965

)

Remeasurements

(44,025

)

(1,969

)

Others

302

(781

)

Ending balance

W

4,754,819

W

4,125,909

(4)

The amounts recognized in profit or loss for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Current service cost

W

75,573

W

72,829

Net interest income

(20,838

)

(13,933

)

W

54,735

W

58,896

(5)

Contributions to defined contribution plans amounting to W 7,624 million (2025: W 3,250 million) were recognized as

cost for the three-month period ended March 31, 2026.

F-120

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

18. Derivative Financial Instruments

(1)

Currency and interest rate swap

(a)

Details of derivative financial instruments applying cash flow hedge accounting as of March 31, 2026 are as follows:

(In millions of Korean won and thousands of foreign currencies)

Hedged items

Hedging instruments

Borrowing

date

Financial instrument

Hedged risk

Type of

contract

Financial

institution

Contract

period

2019.10.02

Foreign currency denominated borrowing for equipment with floating rate (Par value: USD 93,750)

Foreign currency risk and interest rate risk

Floating-to-fixed cross

currency interest rate swap

Korea Development Bank

2019.10.02 ~

2026.10.02

2025.10.02

Foreign currency denominated borrowing for equipment with floating rate (Par value: USD 14,000)

Foreign currency risk and interest rate risk

Floating-to-fixed cross

currency interest rate swap

Shinhan Bank

2025.10.02 ~

2029.10.02

2023.04.04

Borrowing for equipment with floating rate (Par value: KRW 100,000)

Interest rate risk

Interest rate swap

Woori Bank

2023.04.04 ~

2028.04.04

2024.03.07

Borrowing for equipment with floating rate (Par value: KRW 217,400)

Interest rate risk

Interest rate swap

Shinhan Bank

2024.03.07 ~

2027.10.18

(b)

The fair value of derivative financial assets and derivative financial liabilities held by the Group are presented in

other financial assets and other financial liabilities in the consolidated financial statements of financial position as of March 31, 2026 and the details are as follows:

(In millions of Korean won and thousands of foreign currencies)

Type of contract

Hedged items

Cash flow

hedge

Fair value

Floating-to-fixed cross

currency interest rate swap

Foreign currency denominated borrowing for equipment with floating rate (Par value: USD

107,750)

W

33,357

W

33,357

Interest rate swap

Borrowing for equipment with floating rate (Par value: KRW 100,000)

147

147

Interest rate swap

Borrowing for equipment with floating rate (Par value: KRW 217,400)

113

113

Derivative financial assets

W

33,617

Interest rate swap

Borrowing for equipment with floating rate

(Par value: KRW 217,400)

W

416

W

416

Derivative financial liabilities

W

416

As of March 31, 2026, changes of fair value of the derivative are recognized in other comprehensive income or loss as all of

designated hedging instruments are all effective against risks.

F-121

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

18. Derivative Financial Instruments, Continued

(2) Embedded Derivatives

The details of the embedded derivatives held by the Group presented in other financial liabilities in the consolidated financial statements of financial position as of

March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

Derivative financial liabilities

March 31,

2026

December 31,

2025

Embedded Derivatives 1

W

1,596,771

W

4,911,677

1

Embedded derivatives are conversion right, call option, and put options granted on exchangeable bonds issued by the Group

on April 11, 2023 (See note 14).

(3) Currency Forward Contracts

The Group enters into currency forward contracts to minimize accounting profits and losses arising from the remeasurement of monetary assets and liabilities denominated

in foreign currencies other than USD, but hedge accounting is not applied. The details of the derivatives related to currency forward contracts held by the Group presented in other financial assets and other financial liabilities in the consolidated

financial statements of financial position as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31, 2026

December 31, 2025

Assets

Liabilities

Assets

Liabilities

Current derivatives:

Currency forwards

W

194

W

171

W

62

W

277

F-122

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

19. Capital Stock, Capital Surplus, Other Equity and Accumulated Other Comprehensive Income

(1)

The Parent Company has 9,000,000,000 authorized shares and the face value per share is W 5,000 as of March 31, 2026. The number of shares issued, common stock, capital surplus and other equity as of March 31, 2026 and

December 31, 2025, are as follows:

(In millions of Korean won and shares)

March 31,

2026

December 31,

2025

Issued shares 1

712,702,365

728,002,365

Capital stock:

Common stock

W

3,657,652

W

3,657,652

Capital surplus:

Additional paid-in capital 2

W

21,406

W

3,625,797

Others 2,3

8,488,877

5,327,917

W

8,510,283

W

8,953,714

Other equity:

Acquisition cost of treasury shares 3,4

W

(251,144

)

W

(1,499,954

)

Share options

39,456

64,018

Others

(156,739

)

87,338

W

(368,427

)

W

(1,348,598

)

Accumulated other comprehensive income:

Equity-accounted investees – share of other

comprehensive income

W

318,932

W

252,064

Foreign operations – foreign currency

translation differences

3,425,652

2,416,253

Gain on valuation of derivatives

605

8,545

W

3,745,189

W

2,676,862

Number of treasury shares:

Number of treasury shares 3,4

4,405,344

26,310,845

1

The number of issued shares decreased due to share retirement during the three-month period ended March 31, 2026 and

in prior periods.

2

During the three-month period ended March 31, 2026, the Parent Company resolved at the annual general meeting of

shareholders held on March 25, 2026, to increase distributable retained earnings by transferring capital surplus to retained earnings. As a result, share premium of

W 3,604,391 million and capital reduction surplus of

W 479,244 million were transferred to retained earnings.

3

The Group disposed 6,605,501 treasury shares during the three-month period ended March 31, 2026, and recognized gains

on disposal of treasury shares of W 3,984,135 million.

4

The Group canceled 15,300,000 treasury shares during the three-month period ended March 31, 2026.

(2)

The number of outstanding shares, which deducted treasury shares held by the Parent Company from listed issued shares, as

of March 31, 2026 and December 31, 2025, are as follows:

(In shares)

March 31, 2026

Listed

Shares

Treasury

Shares

Outstanding

Shares

The number of issued shares

712,702,365

4,405,344

708,297,021

(In shares)

December 31, 2025

Listed

Shares

Treasury

Shares

Outstanding

Shares

The number of issued shares

728,002,365

26,310,845

701,691,520

F-123

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

20. Retained Earnings

Retained

earnings as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

March 31,

2026

December 31,

2025

Legal reserve 1

W

1,055,907

W

845,040

Discretionary reserve 2

235,507

235,507

Unappropriated retained earnings 3,4

147,454,971

105,496,001

W

148,746,385

W

106,576,548

1

The Commercial Code of the Republic of Korea requires the Parent Company to appropriate for each financial period, as a

legal reserve, an amount equal to a minimum of 10% of cash dividends paid until such reserve equals 50% of its issued capital stock. The reserve is not available for cash dividends payment but may be transferred to capital stock or used to reduce

accumulated deficit.

2

Discretionary reserve is the reserve for technology development.

3

For the three-month period ended March 31, 2026, the Group resolved at the annual general meeting of shareholders

held on March 25, 2026, to increase distributable retained earnings by transferring capital surplus to retained earnings. As a result, share premium of

W 3,604,391 million and capital reduction surplus of

W 479,244 million were transferred to retained earnings.

4

Dividends amounting to

W 1,327,712 million were approved at shareholders’ meeting held on March 25, 2026, and dividends payables are recorded as other payables as

of March 31, 2026.

21. Revenue

(1)

Details of the Group’s revenue for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Sale of goods and other products

W

52,545,397

W

17,608,044

Providing services

30,890

31,097

W

52,576,287

W

17,639,141

(2)

Details of the Group’s revenue by product and service types for the three-month periods ended March 31, 2026

and 2025 are as follows:

(In millions of Korean won)

2026

2025

DRAM

W

40,658,636

W

14,036,870

NAND Flash

11,574,235

3,228,835

Other

343,416

373,436

W

52,576,287

W

17,639,141

F-124

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

21. Revenue, Continued

(3)

Details of the Group’s revenue information by region based on the location of selling entities for the three-month

periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Korea

W

178,767

W

442,620

U.S.A.

33,999,158

12,794,533

China

12,796,578

2,694,352

Asia (other than China)

4,473,287

1,258,292

Europe

1,128,497

449,344

W

52,576,287

W

17,639,141

(4)

Details of the Group’s revenue by the timing of revenue recognition during the three-month periods ended

March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Performance obligations satisfied at a point in time

W

52,545,397

W

17,608,044

Performance obligations satisfied over time

30,890

31,097

W

52,576,287

W

17,639,141

22. Selling and Administrative Expenses and Research and Development Expenses

(1)

Selling and administrative expenses for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Selling and administrative expenses:

Salaries

W

844,451

W

437,819

Defined benefit plan

12,571

12,851

Employee benefits

91,285

65,449

Commission

177,124

192,976

Depreciation

70,764

75,503

Amortization

118,251

135,054

Freight and custody charges

17,099

13,340

Taxes and dues

43,089

28,932

Advertising

26,079

14,923

Supplies

39,383

22,468

Sales promotion expenses

113,945

100,577

Quality control cost

(43,101

)

(3,665

)

Training

28,426

26,667

Others

78,305

66,836

W

1,617,671

W

1,189,730

F-125

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

22. Selling and Administrative Expenses and

Research and Development Expenses, Continued

(2)

Research and development expenses for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Research and development expenses:

Expenditure on research and development

W

2,550,475

W

1,515,106

Development cost capitalized

(99,015

)

(43,349

)

W

2,451,460

W

1,471,757

23. Expenses by Nature

Nature of expenses

for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Changes in finished goods,

work-in-process and others

W

(1,082,560

)

W

(1,169,659

)

Raw materials, supplies and consumables

3,048,463

2,524,598

Salaries, employee benefit and others

5,517,273

2,732,918

Depreciation and amortization

3,725,765

3,333,928

Commission

1,214,072

1,016,503

Utilities

796,765

783,882

Repair

775,625

673,142

Outsourcing

659,180

408,631

Others

459,188

(36,862

)

Transfer: capitalized development cost and others

(147,767

)

(68,444

)

Total 1

W

14,966,004

W

10,198,637

1

Total expenses consist of cost of sales, selling and administrative expenses and research and development expenses.

F-126

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

24. Finance Income and Expenses

Finance income and expenses for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Finance Income:

Interest income

W

188,779

W

105,996

Dividend income

3,951,622

4,107

Foreign exchange differences 1

2,931,119

628,626

Gain on valuation of financial instruments

9,941,549

1,899,719

Others

43,281

48,911

17,056,350

2,687,359

Finance Expenses:

Interest expense

166,943

257,510

Foreign exchange differences 1

1,357,748

507,068

Loss on derivatives

1,498,792

—

Others

—

26

3,023,483

764,604

Net finance income (expenses)

W

14,032,867

W

1,922,755

1

The foreign exchange differences gain from long-term investment assets amounting to W 425,901 million (2025: The foreign exchange differences gain

W 169,533 million) are included for the three-month period ended March 31, 2026.

25. Other Income and Expenses

(1)

Other income for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Gain on disposal of property, plant and equipment

W

10,085

W

44,908

Others

4,938

34,035

W

15,023

W

78,943

(2)

Other expenses for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Donation

W

3,082

W

4,368

Loss on impairment of property, plant and equipment

6

35

Loss on disposal of property, plant and equipment

7,013

1,821

Loss on disposal of intangible assets

990

526

Depreciation of idle property, plant and equipment

3,301

11,575

Others

145

83,539

W

14,537

W

101,864

F-127

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

26. Income Tax Expense

Income tax expense is recognized based on management’s best estimate of the average annual effective income tax rate expected for the full financial year

multiplied by the pre-tax income of the interim reporting period. Income tax expense includes current tax expense adjustments related to prior period.

27. Earnings per Share

Basic earnings per share is calculated by dividing

the profit attributable to ordinary shareholders of the Parent Company by the weighted average number of outstanding ordinary shares during the three-month period.

(1)

Basic earnings per share for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won, except for shares and per

share information)

2026

2025

Profit attributable to ordinary shareholders of the Parent Company

W

40,330,176

W

8,107,081

Weighted average number of outstanding ordinary

shares 1

705,383,456

689,640,407

Basic earnings per share (in Korean won)

W

57,175

W

11,756

1

Weighted average number of outstanding ordinary shares is calculated as follows:

(In shares)

2026

2025

Issued ordinary shares

719,332,365

728,002,365

Acquisition of treasury shares

(13,948,909

)

(38,361,958

)

Weighted average number of outstanding ordinary shares

705,383,456

689,640,407

(2)

Diluted earnings per share for the three-month periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won, except for shares and per

share information)

2026

2025

Profit attributable to ordinary shareholders of the Parent Company

W

40,330,176

W

8,107,081

Adjustment :

Changes in profit attributable to ordinary shareholders of the Parent Company due to the exercise of

Restricted Stock Units (RSUs) by subsidiaries’ employees

(79,703

)

(4,909

)

Interest expense (After-tax)

4,795

23,113

Loss (Gain) on foreign currency translation (After-tax)

70,859

(13,646

)

Diluted profit attributable to ordinary shareholders of the Parent Company

40,326,127

8,111,639

Weighted average number of diluted outstanding common

shares 1

711,592,641

710,834,107

Diluted earnings per share (in Korean won)

W

56,670

W

11,411

F-128

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

27. Earnings per Share, Continued

(2)

Diluted earnings per share for the three-month periods ended March 31, 2026 and 2025 are as follows, Continued:

1

Weighted average number of diluted outstanding ordinary shares is calculated as follows:

(In shares)

2026

2025

Weighted average number of outstanding ordinary shares

705,383,456

689,640,407

Share options

707,266

1,054,411

Exchangeable bond

5,501,919

20,139,289

Weighted average number of diluted outstanding ordinary shares

711,592,641

710,834,107

28. Transactions with Related Parties and Others

(1)

Details of related parties as of March 31, 2026 are as follows:

Type

Name of related parties

Associates

Stratio, Inc., SK China Company Limited, Gemini Partners Pte. Ltd., TCL Fund,

SK South East Asia Investment Pte. Ltd.,

Hushan Xinju (Chengdu) Venture Investment

Center (Smartsource),

Prume Social Farm, Co., Ltd., Wuxi xinfa IC industry park., Ltd.,

Mirae Asset Committee Semiconductor No.1 Startup Venture Private Equity Investment Co., Ltd.,

L&S (No.10) Early Stage III Investment Association,

SiFive, Inc., YD-SK-KDB Social Value,

Ningbo Zhongxin Venture Capital Partnership (Limited Partnership),

Jiangsu KVTS

Semiconductor science and Technology Co., Ltd.,

SAPEON Inc., SK Japan Inc., SK Americas, Inc.

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.,

SK hynix system ic (Wuxi) Co.,

Ltd., and its subsidiaries,

Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor,

Specialized Investment-type Private Equity Investment Trust For Win-win System Semiconductor,

Semiconductor Ecosystem Fund

Other related parties

SK Square Co., Ltd., which has significant influence over the Group, and its subsidiaries,

SK Holdings Co., Ltd., which has control over SK Square Co., Ltd., and its subsidiaries

F-129

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

28. Transactions with Related Parties and

Others, Continued

(2)

Significant transactions with related parties for the three-month periods ended March 31, 2026 and 2025 are as

follows:

(In millions of Korean won)

2026

Company

Sales and

others

Purchase

and others

Asset

acquisition

Associates

SK China Company Limited

W

9

W

2,838

W

—

SK Japan Inc.

—

445

—

Wuxi xinfa IC industry park., Ltd.

—

32

—

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.

478

216,662

5,438

SK hynix system ic (Wuxi) Co., Ltd.

3,442

—

—

SK hynix system ic Wuxi solutions Inc.

4,071

3,645

—

Other related parties

SK Telecom Co., Ltd.

1,968

15,777

2,481

SK Holdings Co., Ltd. 1

5,326

129,115

2,390

ESSENCORE Limited

1,550,318

—

—

SK Ecoplant Co., Ltd.

19,176

—

986,370

SK Energy Co., Ltd.

9,561

36,850

—

SK Networks Co., Ltd.

298

1,536

—

Chungcheong energy service Co., Ltd.

25

18,169

—

SK Siltron Co., Ltd.

10,076

122,086

—

SK Airplus Inc.

1,841

1,863

—

Techdream Co., Ltd.

—

32,547

—

SK Tri Chem Co., Ltd.

204

42,908

—

SK Aircore Co., Ltd.

139

33,756

—

SK Shieldus Co., Ltd.

200

37,276

565

SK Innovation Co., Ltd.

1,296

22,557

40

SK Square Co., Ltd.

12

—

—

SK REIT Co., Ltd.

—

1,243

—

Clean Industrial REIT Co., Ltd.

—

6,255

—

FSK L&S Co., Ltd.

16

12,674

1,336

PRISM Energy International Pte. Ltd.

—

172,799

—

Others

26,274

84,676

1,860

W

1,634,730

W

995,709

W

1,000,480

1

Royalty expense for the use of the SK brand for the three-month period ended March 31, 2026 is included.

F-130

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SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

28. Transactions with Related Parties and

Others, Continued

(2)

Significant transactions with related parties for the three-month periods ended March 31, 2026 and 2025 are as

follows, Continued:

(In millions of Korean won)

Company

2025

Sales

and others

Purchase

and others

Asset

acquisition

Associates

SK China Company Limited

W

6

W

3,232

W

—

Prume Social Farm, Co., Ltd.

—

18

—

SK Japan Inc.

—

922

—

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.

4,878

178,096

6,967

SK hynix system ic (Wuxi) Co., Ltd.

2,576

—

—

Other related parties

SystemIC Solution

5,019

—

—

Hystars Semiconductor (Wuxi) Co., Ltd.

—

20,560

—

SK Telecom Co., Ltd.

1,569

13,185

—

SK Holdings Co., Ltd. 1

5,049

70,999

779

ESSENCORE Limited

346,692

—

—

SK Ecoplant Co., Ltd.

11,414

—

291,863

SK Energy Co., Ltd.

4,503

57,935

—

SK Networks Co., Ltd.

1,520

1,272

32

SK enpulse Co., Ltd

792

13,678

—

Chungcheong energy service Co., Ltd.

3

19,215

—

SK Specialty Co., Ltd.

1,017

26,810

—

SK Siltron Co., Ltd.

10,820

122,608

—

SK Airplus Inc.

88

25,771

—

Techdream Co., Ltd.

—

30,632

—

SK Tri Chem Co., Ltd.

265

34,598

—

SK Shieldus Co., Ltd.

199

30,230

812

SK Innovation Co., Ltd.

1,491

24,322

—

SK Square Co., Ltd.

26

—

—

SK REIT Co., Ltd.

—

1,399

—

Clean Industrial REIT Co., Ltd.

—

6,815

—

FSK L&S Co., Ltd.

24

10,511

960

SK LNG Trading Pte., Ltd.

—

246,882

—

Others

29,903

57,504

989

W

427,854

W

997,194

W

302,402

1

Royalty expense for the use of the SK brand for the three-month period ended March 31, 2025 is included.

F-131

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

28. Transactions with Related Parties and

Others, Continued

(3)

The balances from significant transactions as of March 31, 2026 and December 31, 2025 are as follows:

(In millions of Korean won)

Company

March 31, 2026

Trade receivables

and others

Other payables

and others

Associates

SK China Company Limited

W

—

W

2,946

SK Japan Inc.

639

2,000

Wuxi xinfa IC industry park., Ltd

—

11

TCL Fund

8,341

—

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.

391

392,470

SK hynix system ic (Wuxi) Co., Ltd.

275,816

653

SystemIC Solution

1,336

54

Hystars Semiconductor (Wuxi) Co., Ltd.

—

49,569

Other related parties

SK Telecom Co., Ltd.

937

16,782

SK Holdings Co., Ltd.

2,750

255,292

ESSENCORE Limited

558,582

—

SK Ecoplant Co., Ltd.

12,739

1,786,225

SK Energy Co., Ltd.

7,716

20,483

SK Networks Co., Ltd.

164

1,534

Chungcheong energy service Co., Ltd.

26

5,099

SK Siltron Co., Ltd.

99,599

71,339

SK Airplus Inc.

1,137

140,031

Techdream Co., Ltd.

—

4,494

SK Tri Chem Co., Ltd.

199

10,470

SK Aircore Co., Ltd.

63

369,285

SK Shieldus Co., Ltd.

75

14,462

SK Innovation Co., Ltd.

819

3,680

SK REIT Co., Ltd.

17,330

136,035

Clean Industrial REIT Co., Ltd.

—

511,912

FSK L&S Co., Ltd.

8

3,778

PRISM Energy International Pte. Ltd.

—

111,404

Others

38,144

160,589

W

1,026,811

W

4,070,597

F-132

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

28. Transactions with Related Parties and

Others, Continued

(3)

The balances from significant transactions as of March 31, 2026 and December 31, 2025 are as follows,

Continued:

(In millions of Korean won)

Company

December 31, 2025

Trade

receivables

and others

Other

payables

and others

Associates

SK China Company Limited

W

5

W

9,372

Prume Social Farm, Co., Ltd.

—

8

SK Japan Inc.

620

3,242

TCL Fund

7,809

—

Joint ventures

HITECH Semiconductor (Wuxi) Co., Ltd.

664

374,408

SK hynix system ic (Wuxi) Co., Ltd.

261,110

—

SK hynix system ic Wuxi solutions Inc.

1,814

156

Hystars Semiconductor (Wuxi) Co., Ltd.

—

46,410

Other related parties

SK Telecom Co., Ltd.

845

23,483

SK Holdings Co., Ltd.

2,322

328,169

ESSENCORE Limited

1,012,569

—

SK Ecoplant Co., Ltd.

11,819

2,792,416

SK Energy Co., Ltd.

2,781

25,495

SK Networks Co., Ltd.

90

2,659

SK enpulse Co., Ltd.

—

705

Chungcheong energy service Co., Ltd.

7

6,330

SK Siltron Co., Ltd.

107,300

44,478

SK Airplus Inc.

326

698,786

Techdream Co., Ltd.

—

4,918

SK Tri Chem Co., Ltd.

117

12,267

SK Shieldus Co., Ltd.

79

18,026

SK Innovation Co., Ltd.

917

4,142

SK Square Co., Ltd.

198

—

SK REIT Co., Ltd.

17,330

140,571

Clean Industrial REIT Co., Ltd

—

524,661

FSK L&S Co., Ltd.

4

5,382

PRISM Energy International Pte. Ltd.

—

215,472

Others

31,688

173,308

W

1,460,414

W

5,454,864

(4) Key management compensation

The Group considers

registered directors of the Parent Company who have authority and responsibility for planning, directing and controlling the activities of the Group as key management. The compensation paid to key management for employee services for the three-month

periods ended March 31, 2026 and 2025 are as follows:

(In millions of Korean won)

Details

2026

2025

Salaries

W

4,991

W

3,741

Defined benefit plan related expenses

257

204

Share-based payments

29

244

W

5,277

W

4,189

F-133

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

28. Transactions with Related Parties and

Others, Continued

(5)

The significant transactions between the Group and the companies that are in the same conglomerate group according to

‘ Fair Trade Law’ for the three-month periods ended March 31, 2026 and 2025 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures .

(In millions of Korean won)

2026

Name of entity

Sales

and others

Purchase

and others

Asset

acquisition

SK Chemicals Co., Ltd.

W

2,547

W

—

W

—

SK Bioscience Co., Ltd.

617

—

—

SMCore.Inc

30

568

2,817

Korea Nexlene Company

954

—

—

Others

338

15

—

W

4,486

W

583

W

2,817

(In millions of Korean won)

2025

Name of entity

Sales

and others

Purchase

and others

SK Chemicals Co., Ltd.

W

2,162

W

—

SK Bioscience Co., Ltd.

297

—

SMCore.Inc

173

382

Korea Nexlene Company

1,435

—

Others

333

W

—

W

4,400

W

382

(6)

The balances of significant transactions between the Group and the companies that are in the same conglomerate group

designated by ‘ Fair Trade Law’ as of March 31, 2026 and December 31, 2025 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures .

(In millions of Korean won)

March 31, 2026

Name of entity

Trade receivables

and others

Other payables

and others

SK Chemicals Co., Ltd.

W

1,021

W

—

SK Bioscience Co., Ltd.

276

—

SMCore.Inc

28

5,674

Korea Nexlene Company

436

—

Others

260

—

W

2,021

W

5,674

F-134

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

28. Transactions with Related Parties and

Others, Continued

(6)

The balances of significant transactions between the Group and the companies that are in the same conglomerate group

designated by ‘ Fair Trade Law’ as of March 31, 2026 and December 31, 2025 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures ., Continued

(In millions of Korean won)

December 31, 2025

Name of entity

Trade receivables

and others

Other payables

and others

SK Chemicals Co., Ltd.

W

707

W

—

SK Bioscience Co., Ltd.

245

—

SMCore.Inc

18

5,637

Korea Nexlene Company

122

—

Others

178

—

W

1,270

W

5,637

(7) The right-of-use

assets and lease liabilities recognized regarding the lease agreements with HITECH Semiconductor (Wuxi) Co., Ltd. and Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture for the three-month period ended March 31, 2026 amount to W 5,438 million (2025:

W 6,967 million) and

W 5,438 million (2025: W 6,967

million), respectively, and lease payments to HITECH Semiconductor (Wuxi) Co., Ltd. and Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture for the three-month period ended March 31, 2026 amount to W 14,107 million (2025: W 18,400 million). The right-of-use assets and lease liabilities recognized regarding the lease agreements with other related parties including SK Broadband Co., Ltd. for the three-month period ended March 31, 2026 increased

by W 1,013 million (2025:

W 32 million increased) and increased by

W 1,013 million (2025:

W 32 million increased), respectively, and lease payments to the other related parties including SK Aircore Co., Ltd. for the three-month

period ended March 31, 2026 amount to W 45,552 million (2025:

W 41,525 million).

(8) As

of March 31, 2026, the Group provides a payment guarantee amounting to KRW 153,396 million (RMB 701 million) to Wuxi Xinfa Group Co., Ltd. on behalf of Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture.

(9) The establishment of the subsidiary is explained in Note 1, and the acquisitions and additional investments of associates are

explained in Note 10.

(10) Financial transactions with related parties for the three-month periods ended March 31, 2026 and 2025

are as follows :

(In millions of Korean won)

2026

Company

Dividend

Paid

Other related parties

SK Square Co., Ltd.

W

273,938

(In millions of Korean won)

2025

Company

Dividend

Paid

Other related parties

SK Square Co., Ltd.

W

190,514

F-135

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

29. Commitments and Contingencies

(1)

As of March 31, 2026, the Group is involved in various legal claims and litigation. In connection with those legal

claims and litigation for which no provision was recognized, management does not believe the Group has a present obligation, nor is it expected any of these claims or litigation will have a significant impact on the Group’s financial position

or operating results in the event an outflow of resources is ultimately necessary.

(2)

Back-end process service contract with HITECH Semiconductor (Wuxi) Co., Ltd.

(“HITECH”)

The Group has entered into an agreement with HITECH to be provided with back-end

process service by HITECH. The conditions of the service provided include package, package test, modules and others. According to the agreement, the Group has paid a certain level of guaranteed margin to HITECH as the Group has priority to use

HITECH’s equipment.

(3)

Assets provided as collateral

Details of assets provided as collateral as of March 31, 2026 are as follows:

(In millions of Korean won and millions of foreign currencies)

Book value

Pledged amount

Category

Amount

Currency

Amount

in USD

Amount

in KRW

Remark

Land and buildings

W

25,902

KRW

—

14,854

Borrowings for

equipment

and others

Machinery

USD

600

908,040

920,751

KRW

—

1,480,000

USD

600

908,040

W

946,653

KRW

—

1,494,854

(In millions of Korean won and millions of foreign currencies)

Book value

Collateral liabilities amount

Category

Amount

Currency

Amount

in USD

Amount

in KRW

Remark

Land and buildings

W

25,902

KRW

—

1,175

Borrowings for

equipment

and others

Machinery

USD

94

141,881

920,751

KRW

—

1,000,000

USD

94

141,881

W

946,653

KRW

—

1,001,175

F-136

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

29. Commitments and Contingencies, Continued

(4)

Financing agreements

Details of credit lines with financial institutions as of March 31, 2026 are as follows:

(In millions of Korean won and millions of foreign currencies)

Financial

Institution

Commitment

Currency

Amount

The Parent Company

Hana Bank and others

Import finance and others including usance

USD

330

Comprehensive limit contract for import and export including usance

USD

1,690

Overdrafts with banks

KRW

20,000

Accounts receivable factoring contracts which have no right to recourse

KRW

30,000

Supplier finance arrangement

KRW

2,360,000

SK hynix Semiconductor (China) Ltd.

Agricultural Bank of China

and others

Import finance and others including usance

RMB

950

USD

490

SK hynix America Inc.

and other sales subsidiaries

Citibank and others

Accounts receivable factoring contracts which have no right to recourse

USD

837

Domestic subsidiaries

Hana Bank and others

Supplier finance arrangement

KRW

42,720

Import finance and others including usance

USD

15

(5)

The Group’s commitments in relation to future capital expenditures on property, plant and equipment that

have not been recognized as of March 31, 2026 are W 30,921,877 million (as of December 31, 2025 W 6,667,863 million).

(6)

Investment in KIOXIA Holdings Corporation (“KIOXIA”)

In regard to the Group’s interests in KIOXIA through the investments in BCPE Pangea Intermediate Holdings Cayman, L.P. and BCPE Pangea Cayman2 Limited, the equity

interests in KIOXIA that the Group may hold, directly or indirectly, are limited to a certain percentage for a specified period following the acquisition. In addition, during the same restricted period, the Group is also prohibited from appointing

directors to KIOXIA and as a result, is unable to exercise significant influence over KIOXIA’s operations and management.

(7)

Acquisition of the Intel NAND business

In the process of obtaining a conditional business combination approval for the Intel NAND business acquisition from the Chinese competition authority (Chinese State

Administration for Market Regulation) in connection with the first closing of the Intel NAND business completed during the year ended December 31, 2021, the Group was imposed with certain conditions, mainly including the obligation to maintain

a reasonable pricing policy, increase production and to support the entry of third-party competitors into the Chinese eSSD market. These obligations apply for a five-year period from December 2021. After the end of this period, the Group may apply

for a waiver of the conditions, and the Chinese State Administration for Market Regulation will determine whether to approve the waiver based on the competitive landscape of the Chinese eSSD market at that time.

F-137

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

29. Commitments and Contingencies, Continued

(8)

The Group entered into supplier finance arrangements. In accordance with the arrangements, when the finance providers pay

the payables related to the Group’s trade and other payables to the suppliers, the Group pays the finance providers on the payment due date. In order for the finance providers pay the receivable, the Group had to have received the goods or

services and approved the invoices.

If suppliers choose early collection of payment, the finance providers pay the amount before the payment due

date. The Group settles the trade and other payables with the finance providers on the payment due date. All trade and other payables subject to the supplier finance arrangements are included in trade and other payables in the Group’s

consolidated statement of financial position. As of March 31, 2026, the amount paid to suppliers under the supplier finance arrangements is KRW 887,956 million. Meanwhile, the Group’s trade and other payables arising from supplier

finance arrangements are operating payables from ordinary purchase transactions; accordingly, changes in these balances are primarily driven by operating cash flows, and non-cash movements are not significant.

30. Consolidated Interim Statements of Cash Flows

(1)

Reconciliations between profit and cash generated from operations for the three-month periods ended March 31, 2026

and 2025 are as follows:

(In millions of Korean won)

2026

2025

Profit for the period

W

40,345,909

W

8,108,195

Adjustment

Income tax expense

11,270,949

1,191,034

Interest expense

166,943

257,510

Interest income

(188,779

)

(105,996

)

Depreciation

3,518,501

3,124,069

Amortization

210,566

221,434

Defined benefit plan

54,735

58,896

Loss on foreign currency translation

829,259

112,969

Gain on foreign currency translation

(1,708,435

)

(365,083

)

Gain on disposal of financial instruments

(42,910

)

(40,417

)

Gain on disposal of property, plant and equipment

(10,085

)

(44,908

)

Share of loss

26,778

41,110

Gain on valuation of financial instruments

(9,941,549

)

(1,899,719

)

Loss (gain) on derivatives

1,498,421

(8,494

)

Dividend income

(3,951,622

)

(4,107

)

Share-based payments

21,001

200,238

Others

45,218

(2,956

)

Changes in operating assets and liabilities

Decrease (increase) in trade receivables

(13,177,522

)

2,426,173

Decrease in loans and other receivables

337,528

190,977

Increase in inventories

(1,435,500

)

(1,235,634

)

Decrease (increase) in other assets

(330,937

)

76,733

Decrease in trade payables

(1,628,282

)

(370,455

)

Increase (decrease) in other payables

20,779

(67,393

)

Decrease in other non-trade payables

(804,406

)

(1,096,433

)

Decrease in provisions

(45,884

)

(27,878

)

Increase (decrease) in other liabilities

798,759

(88,429

)

Payment of defined benefit liabilities

1,611

2,509

Contributions to plan assets

(839

)

—

Cash generated from operating activities

W

25,880,207

W

10,653,945

F-138

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

30. Consolidated Interim Statements of Cash

Flows, Continued

(2)

Details of significant transactions without inflows and outflows of cash for the three-month periods ended March 31,

2026 and 2025 are as follows:

(In millions of Korean won)

2026

2025

Increase in other payables related to dividends

W

1,327,712

W

900,209

Decrease in derivative liabilities and exchangeable bonds due to the exercise of exchange rights

4,004,607

—

(3)

The Group presented the inflow and outflow of cash from short-term investment assets, etc. which are frequently traded

and have a large total amount and mature in a short period of time, as net increases and decreases.

31. Share-based Payment

(1)

Details of the granted share-based payment

(a)

The Parent Company accounts for share-based payment, with options granted to employees to choose either cash-settled or

equity-settled share-based payment, in accordance with the substance of transactions and the details of the share options as of March 31, 2026 are as follows:

(In shares)

Total numbers of

share option granted

Forfeited or

Cancelled

Exercised

Outstanding at

March 31, 2026

10 th

54,020

10,764

10,504

32,752

12 th 1

6,469

—

6,469

—

13 th 2

75,163

29,851

45,312

—

14 th

195,460

59,167

19,622

116,671

331,112

99,782

81,907

149,423

Grant date

Service Period for Vesting

Exercisable Period

Exercise price

(in Korean won)

10 th

March 20, 2020

March 20, 2020 - March 20, 2023

March 21, 2023 - March 20, 2027

W

84,730

12 th 1

March 30, 2021

March 30, 2021 - March 30, 2023

March 31, 2023 - March 30, 2026

136,060

13 th

2

March 30, 2021

March 30, 2021 - March 30, 2023

March 31, 2023 - March 30, 2026

136,060

14 th

March 30, 2022

March 30, 2022 - March 30, 2024

March 31, 2024 - March 30, 2027

121,610

1

During the three-month period ended March 31, 2026, the share options were exercised as equity-settled share-based

payment.

2

During the three-month period ended March 31, 2026, the share options were exercised as equity-settled and

cash-settled share-based payment.

F-139

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

31. Share-based Payment, Continued

(1)

Details of the granted share-based payment, Continued

(b)

Details of equity-settled share-based payment granted by the Parent Company are as follows:

1-1 st

1-2 nd

2 nd

3 rd

Grant date

2022-03-17

2022-04-27

2023-06-28

2024-04-30

Types of shares to be issued

Registered common shares

Registered common shares

Registered common shares

Registered common shares

Grant method

Reissue of treasury shares

Reissue of treasury shares

Reissue of treasury shares

Reissue of treasury shares

Number of shares

Initial grant size TSR Adjustment ratio / Stock price on exercise date 1,3

Initial grant size TSR Adjustment ratio / Stock price on exercise date 1,3

Initial grant size * (Adjustment ratio + increase rate of stock price – increase rate of KOSPI200) 2,3

Initial grant size * (Adjustment ratio + increase rate of stock price – increase rate of KOSPI200) 2

Base stock price (in Korean won)

W 124,000

W 108,500

W 79,975

W 135,975

Exercisable period

March 17, 2025

~ March 17, 2029 4

April 27, 2025

~ April 27, 2029

January 1, 2026

lump sum payment 5

January 1, 2027 lump sum payment

Service period for vesting

2 years’ service from

the grant date

2 years’ service from

the grant date

3 years’ service from January 1, 2023 6

3 years’ service from January 1, 2024 6

1

TSR (Total shareholder return) is calculated as “(Stock price on exercise notification date—Base stock price +

company’s total dividends per share from grant date to exercise notification date)/base stock price”, and the adjustment ratio considers the Group’s TSR compared to the TSR of its industry peers.

2

The adjustment ratio considers increase rate of stock price, and the maximum adjusted shares is 2 times of initial grant

shares. If the increase rate of stock price rises by 100% or higher and exceeds the increase rate of KOSPI200 by 50% points, additional shares equal to the initial grant will be paid.

3

Some of the 1-1st and 1-2nd share-based

payments were cancelled and a replacement amount was granted in the 2nd share-based payment.

4

A portion of the stock options was exercised and settled during the year ended December 31, 2025.

5

As of March 31, 2026, a portion of the shares remains unpaid.

6

When employed for more than 2 years but less than 3 years, the granted amount is adjusted in proportion to the period of

service.

(c)

In addition to above share options granted by the Parent Company, restricted stock units (RSUs) for the Parent

Company’s subsidiary, SK hynix NAND product Solutions Corp., were also granted to the subsidiary and its employees. However, during the three-month period ended March 31, 2026, the business and assets/liabilities of SK hynix NAND Product

Solutions Corp. were transferred to Solidigm Inc. The current status of the Restricted Stock Units (RSUs) of Solidigm Inc. is as follows:

(In shares)

Grant cycle

Total numbers of

share option granted

Forfeited or

Cancelled

Exercised

Quarterly

173,275,440

56,163,149

46,994,195

F-140

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

31. Share-based Payment, Continued

(2)

Details of liabilities recognized for stock appreciation rights as of March 31, 2026 are as follows:

(In millions of Korean won)

March 31,

2026

Stock appreciation rights liabilities

W

71,423

(3)

Measurement of fair value

(a)

The compensation cost is calculated by applying a binomial option-pricing model in estimating the fair value of the

option as of March 31, 2026. The inputs used are as follows:

10 th

12 th

13 th

14 th

Share price (Closing stock price on valuation date, in Korean won)

W

530,000

W

530,000

W

530,000

W

530,000

Expected volatility

46.40

%

46.40

%

46.40

%

46.40

%

Estimated fair value of share option

(in Korean won)

W

445,270

W

393,940

W

393,940

W

408,492

Dividend yield ratio

0.42

%

0.42

%

0.42

%

0.42

%

Risk free ratio

2.70

%

2.47

%

2.47

%

2.71

%

(b)

The compensation cost regarding the equity-settled share-based payment granted by the Parent Company is calculated by

applying a binomial option-pricing model in estimating the fair value of the option. The inputs used to measure the fair value of the share-based payment as of the grant date are as follows.

1-1 st

1-2 nd

2 nd

3 rd

Expected volatility

33.92

%

34.22

%

34.81

%

36.85

%

Per-share fair value of the option (in Korean won)

W

52,729

W

42,064

W

155,443

W

224,203

Dividend yield ratio 1

—

—

1.50

%

1.10

%

Risk-free interest rate (Government bonds yield)

2.65

%

3.19

%

3.60

%

3.53

%

1

Payout ratio was not taken into consideration as it was assumed that the stock price decline due to dividends would be

compensated as the dividend amount until the exercise period is added in the calculation of 1-1st and 1-2nd TSR.

(4)

The compensation expense for the three-month period ended March 31, 2026 is

W 20,274 million (2025: W 17,982

million).

32. Subsequent Event

(1)

On April 22, 2026, the Board of Directors of the Parent Company resolved to merge SK hynix Semiconductor (Dalian)

Co., Ltd. with its subsidiary, SK hynix semiconductor storage technology (Dalian) Co., Ltd. Following this resolution, the two companies entered into a merger agreement, and the effective date of the merger is expected to be July 1, 2026.

F-141

Table of Contents

SK hynix Inc. and Subsidiaries

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2026 and 2025 and December 31, 2025 (Unaudited)

32. Subsequent Event, Continued

(2)

On April 28, 2026, the Parent Company decided to early redeem the entire outstanding balance of its foreign

exchangeable bonds by delivering treasury shares to the bondholders. The details of the transaction are as follows:

Bonds to be redeemed

Foreign exchangeable bond

(Issue date: April 11,

2023)

Issue amount

USD 1,700,000,000

Amount to be redeemed

USD 100,800,000

Event for early redemption

Exercise of the issuer’s early redemption option (Call Option)

• In the event that the aggregate principal amount of the Bonds outstanding is less than 10% of the aggregate principal amount originally issued (Clean Up

Call)

Number of shares exchangeable

1,219,445 shares

Expected redemption date

May 28, 2026

F-142

Table of Contents

Table of Contents

17,790,000 Common Shares

Represented by American Depositary Shares

PROSPECTUS

, 2026

BofA Securities

Citigroup

Goldman Sachs

J.P. Morgan

Cantor

Mizuho

Needham & Company

RBC Capital Markets

Rosenblatt

Stifel

Wedbush Securities

William Blair

Wolfe | Nomura Alliance

Through and including       , 2026 (the 25th day after the date of this

prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an

underwriter and with respect to an unsold allotment or subscription.

Table of Contents

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.

Indemnification of Directors and Officers.

Under Article 400 of the KCC, (i) a director may be absolved from liability under Article 399 of

the KCC by consent of all shareholders, and (ii) a company may, in accordance with its articles of incorporation, absolve a director of liability under Article 399 in an amount exceeding six times (in the case

of independent directors, three times) the director’s remuneration (including bonuses and any profit arising from the exercise of stock options) for the 12 months prior to the date of the act or misconduct by the director; provided

that no director may be absolved if the loss or damage incurred is the result of, among other things, intentional misconduct or gross negligence. Our articles of incorporation provide that we shall indemnify a director or former director for all

litigation expenses, losses, damages and liability suffered in connection with performing his or her duties, except for expenses, losses, damages and liability caused by the director’s intentional act or gross negligence, or any other

indemnity that is prohibited by law.

Our directors and executive officers are insured against liability relating to the performance of

their duties under a directors’ and officers’ insurance policy. The policy provides coverage of up to W 100 billion in the

aggregate for all insured persons, with respect to each incident triggering liability, subject to certain exemptions.

In addition, pursuant

to the underwriting agreement, the underwriters will agree to indemnify us and our directors and executive officers for certain liabilities arising under the Securities Act.

Item 7. Recent Sales of Unregistered Securities.

The

following table sets forth the date of sale and title and amount of securities sold within the last three years that were not registered under the Securities Act. We believe that each of such issuances was exempt from registration under the

Securities Act.

Date of Issuance

Title

Securities Act

Registration

Exemption

Offering

Price

Underwriters and Other

Purchasers

Purchase

Discounts

and

Underwriters’

Commissions

(Percentage)

(In billions of Won

and millions of

US$)

January 16, 2024

US$500,000,000 5.500% Notes due 2027

Rule 144A / Regulation S

99.894

BNP Paribas, Citigroup Global Markets Inc., Cr&eacute;dit Agricole Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities plc, The Korea Development Bank, Mizuho Securities Asia

Limited, MUFG Securities Asia Limited

US$

2.5

January 16, 2024

US$1,000,000,000 5.500% Notes due 2029

Rule 144A / Regulation S

99.548

BNP Paribas, Citigroup Global Markets Inc., Cr&eacute;dit Agricole Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities plc, The Korea Development Bank, Mizuho Securities Asia

Limited, MUFG Securities Asia Limited

US$

5.0

April 8, 2024

W 350,000,000,000 3.63% Notes due April 8, 2027

Regulation S

100.000

SK Securities Co., Ltd., KB Securities Co., Ltd., Shinhan Securities Co., Ltd.

W

1.1

II-1

Table of Contents

Date of Issuance

Title

Securities Act

Registration

Exemption

Offering

Price

Underwriters and Other

Purchasers

Purchase

Discounts

and

Underwriters’

Commissions

(Percentage)

(In billions of Won

and millions of

US$)

April 8, 2024

W 300,000,000,000 3.72% Notes due April 8, 2029

Regulation S

100.000

SK Securities Co., Ltd., KB Securities Co., Ltd., Shinhan Securities Co., Ltd.

W

0.9

April 8, 2024

W 100,000,000,000 3.84% Notes due April 8, 2031

Regulation S

100.000

SK Securities Co., Ltd., KB Securities Co., Ltd., Shinhan Securities Co., Ltd.

W

0.3

January 20, 2025

W 440,000,000,000 2.98% Notes due January 20, 2028

Regulation S

100.000

SK Securities Co., Ltd., NH Investment & Securities Co., Ltd., Korea Investment & Securities Co., Ltd.

W

1.3

January 20, 2025

W 190,000,000,000 3.03% Notes due January 20, 2030

Regulation S

100.000

SK Securities Co., Ltd., NH Investment & Securities Co., Ltd., Korea Investment & Securities Co., Ltd.

W

0.6

January 20, 2025

W 70,000,000,000 3.09% Notes due January 20, 2032

Regulation S

100.000

SK Securities Co., Ltd., NH Investment & Securities Co., Ltd., Korea Investment & Securities Co., Ltd.

W

0.2

September 11, 2025

US$600,000,000 4.250% Notes due 2028

Rule 144A / Regulation S

99.905

Citigroup Global Markets Inc., Cr&eacute;dit Agricole Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation Limited, Mizuho Securities Asia Limited, Morgan Stanley & Co. International plc, MUFG

Securities Asia Limited

US$3.0

September 11, 2025

US$600,000,000 4.375% Notes due 2030

Rule 144A / Regulation S

99.632

Citigroup Global Markets Inc., Cr&eacute;dit Agricole Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation Limited, Mizuho Securities Asia Limited, Morgan Stanley & Co. International plc, MUFG

Securities Asia Limited

US$3.0

II-2

Table of Contents

Item 8. Exhibits and Financial Statement Schedules.

a.

The following documents are filed as part of this prospectus:

1.1

Form of underwriting agreement.

3.1**

English translation of articles of incorporation of SK hynix Inc.

4.1

Form of deposit agreement among SK hynix Inc.,

Citibank, N.A. and the ADS holders (incorporated by reference to our registration statement on Form F-6 (File No. 333-297185) filed with the SEC on July 1, 2026).

5.1**

Opinion of Shin & Kim LLC, Korean counsel of the registrant, as to the validity of the common shares underlying the ADSs.

21.1**

List of subsidiaries of the registrant.

23.1

Consent of KPMG Samjong Accounting Corp.

23.2**

Consent of Shin & Kim LLC (included in Exhibit 5.1).

24.1**

Power of attorney (included on signature page to the registration statement).

107

Filing fee table.

**

Previously filed.

b.

Financial Statement Schedules:

All schedules have been omitted because they are not required, are not applicable or the required information is otherwise set forth in the consolidated

financial statements or related notes thereto.

Item 9. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such

denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification

for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the

Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the

registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the

securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against

public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes

that:

1.

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of

prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of

this registration statement as of the time it was declared effective.

2.

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that

contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the

requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in

Icheon-si, Gyeonggi-do, Korea, on July 6, 2026.

SK hynix Inc.

By:

/s/ Nohjung Kwak

Name:

Nohjung Kwak

Title:

Chief Executive Officer and President

II-4

Table of Contents

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the

following persons in the capacities and on the dates indicated.

Signature

Title

Date

*

Chief Executive Officer and President, Executive Director

July 6, 2026

Name: Nohjung Kwak

(principal executive officer)

*

Chief Financial Officer

July 6, 2026

Name: Woo Hyun Kim

(principal financial officer)

*

Principal Accounting Officer

July 6, 2026

Name: Dong Hui Son

*

Executive Director

July 6, 2026

Name: Seon Yong Cha

*

Non-executive Director

July 6, 2026

Name: Yong Ho Jang

*

Non-executive Director

July 6, 2026

Name: Jung Kyu Kim

*

Independent Director

July 6, 2026

Name: Deog Kyoon Jeong

*

Independent Director

July 6, 2026

Name: Zeong Won Kim

*

Independent Director

July 6, 2026

Name: Donghoon Yang

*

Independent Director

July 6, 2026

Name: Hyun Chul Sohn

*

Independent Director

July 6, 2026

Name: Seung Beom Koh

*

Independent Director

July 6, 2026

Name: Gahng Gook Choi

*By:

/s/ Hyung Mo Yang

Name:

Hyung Mo Yang

Title:

Attorney-in-fact

II-5

Table of Contents

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of SK hynix Inc., has signed this

registration statement or amendment thereto in San Jose, California on July 6, 2026.

SK hynix America Inc.

Authorized U.S.

Representative

By:

/s/ Jeong Hwan Oh

Name:

Jeong Hwan Oh

Title:

Chief Financial Officer

II-6

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Here's Why Shares in USA Rare Earth Slumped 23% in June

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Here

Here's Why Shares in USA Rare Earth Slumped 23% in June

Lee Samaha, The Motley Fool

Sun, July 5, 2026 at 8:36 PM GMT+8 3 min read

• USAR

-2.07%

Shares in USA Rare Earth (NASDAQ: USAR) fell by 23% in June, according to data from S&P Global Market Intelligence . There are probably three unrelated reasons for the stock's decline this month. The first relates to a filing with the Securities and Exchange Commission (SEC) that might concern investors worried about a potential flood of selling by investors who had acquired their stock at lower levels. The second concerns the blacklisting of the company as part of China's export controls, and the third is a legal matter.

An overhang of shares for sale?

On June 5th, the company filed an S-3/A registration statement with the SEC covering the potential resale of 93,822,662 shares, representing 35.2% of the company's issued and outstanding common stock on a diluted basis.

Missed Nvidia in 2009? This Rare Signal Is Flashing Again. In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. For the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. Continue »

The selling stockholders include shares acquired at much lower prices than the current stock price via business combinations, the conversion of preferred stock and warrants , share purchase agreements, and private investment in public equity (PIPE) transactions.

It's important to stress that there's nothing unusual about the filing, and the company was legally obligated to file it. Still, the potential overhang of shares for sale in such a large amount is bound to cause investor concern, particularly for a company that clearly needs investment to build magnet production and ultimately develop the Round Top mine in 2028.

China blacklists USA Rare Earth

Toward late June, China added USA Rare Earth and its peer MP Materials to its list of companies with restricted access to Chinese technology. While neither company buys or sells directly from China, the export restrictions also cover Chinese components used in final products that could be sold to USA Rare Earth and MP Materials. Consequently, they may need to reassess their supply chains, which could affect both companies at a time when they are looking to ramp up magnet production and acquire rare-earth processing technology.

MP Materials lawsuit against USA Rare Earth

Finally, MP Materials is taking legal action against USA Rare Earth, alleging that "USA Rare Earth Inc. stole its proprietary technology through a former employee," according to a Bloomberg report . While lawsuits are, unfortunately, not uncommon among peers in the U.S, the legal challenge is a distraction in the future.

Story Continues

Image source: Getty Images.

Where next for USA Rare Earth

The events in June highlight that, as exciting as the company's long-term prospects are, there's still a long way to go, with plenty of execution risk ahead, the potential for further shareholder dilution, and the risk of concerted selling pressure taking its toll on the stock.

That said, the company is one of the solutions to the challenge of securing a domestic supply of rare earth materials and magnets, and while that remains the case, it's likely to find favor among the government and investors.

Should you buy stock in USA Rare Earth right now?

Before you buy stock in USA Rare Earth, consider this:

The Motley Fool Stock Advisor analyst team just identified what they believe are the 10 best stocks for investors to buy now… and USA Rare Earth wasn't one of them. The 10 stocks that made the cut are built for long-term growth and could produce monster returns in the coming years.

Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $418,761 ! Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $1,195,804 !

That performance is why people listen. With a track record of beating the S&P 500 by 4x , Stock Advisor offers a distinct advantage. Don't miss the latest top 10 list, available with Stock Advisor , and join an investing community built for the long haul.

See the 10 stocks »

*Stock Advisor returns as of July 5, 2026.

Lee Samaha has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends MP Materials. The Motley Fool has a disclosure policy .

Here's Why Shares in USA Rare Earth Slumped 23% in June was originally published by The Motley Fool

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What Rare Earths Stock Can Best Deliver Gains From America's Reshoring Boom?

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What Rare Earths Stock Can Best Deliver Gains From America

What Rare Earths Stock Can Best Deliver Gains From America's Reshoring Boom?

Reuben Gregg Brewer, The Motley Fool

Sun, July 5, 2026 at 11:35 AM GMT+8 5 min read

• MP

+0.97%

• USAR

-2.07%

• TMC

+1.45%

• NVDA

+4.03%

Every investment you make requires you to balance risk against reward. That can be a difficult process, and it is highly individual. Still, there are usually different ways to play the same investment idea. Rare-earth metals provide an interesting example.

Here's why rare-earth metals are such an interesting investment opportunity. And why some investors will prefer MP Materials (NYSE: MP) over USA Rare Earth (NASDAQ: USAR). And only a select few will favor TMC The Metals Company (NASDAQ: TMC).

Missed Nvidia in 2009? This Rare Signal Is Flashing Again. In 2009, a "Double Down" signal flashed for a little-known chipmaker called Nvidia. For the first time in years, that same "Total Conviction" signal is flashing for a company 1/100th the size of Nvidia. Continue »

Image source: Getty Images.

An untenable situation exists in rare-earth metals

Most rare-earth metals come from China . China has proven it is willing to use access to rare-earth metals as a geopolitical bargaining chip. On the surface, that is a problem, but this situation gets even more difficult to defend when you understand the importance of rare-earth metals.

Rare-earth metals are used in everything from cellphones to automobiles. The last time China got stingy with rare-earth metals, a range of car companies warned that production could be compromised. Electric vehicles would likely be the hardest-hit segment of the auto market if rare-earth metal supplies were limited, given their electric motors, but the materials are used throughout the car-making process.

However, there's another wrinkle here: rare-earth metals are also widely used in the defense industry. That includes everything from electrical devices to vehicles to missile defense systems. A sovereign nation simply can't allow another country to control its access to rare-earth metals. This is why the United States and many other countries are looking for alternative sources of rare-earth metals. MP Materials, USA Rare Earth, and The Metals Company are all positioning themselves to help solve this problem.

Different stages of development

MP Materials, USA Rare Earth, and The Metals Company are all start-up businesses. So they aren't likely to be good options for risk-averse investors. That said, they are all at different stages of their development. Thus, they are likely to interest different types of investors.

MP Materials is probably the furthest along as a business. It operates a rare-earth metals mine in California. And it has the processing facilities to turn those metals into usable products. Moreover, it posted an adjusted profit in the first quarter of 2026. The company appears to be on the verge of becoming sustainably profitable.

Story Continues

USA Rare Earth is still building a mine in Texas. That's going to cost a lot of money, and it won't be completed for a couple of years. The company isn't currently profitable and likely won't be for a bit longer. That said, USA Rare Earth has made aggressive use of acquisitions to get its business up and running. It has material processing exposure in the U.S. and Europe, and recently acquired an operating rare-earth metals mine in South America. The company appears to be making good progress in its business, but its acquisition focus and lack of profits will likely turn off more conservative investors.

The riskiest choice, and perhaps the one with the most growth potential, is The Metals Company. The game plan is for the company to build an undersea mine. It is still seeking the regulatory approvals needed to get started. And even after it does get the green light, building a mine under the ocean is going to be even more difficult and expensive than building one on land. This is a very high-risk investment, and it will likely continue to bleed red ink for a long time to come. Only the most aggressive investors should consider The Metals Company.

You need to take a long-term investment approach

MP Materials, USA Rare Earth, and The Metals Company are best looked at as long-term investments. Although MP Materials is probably the furthest along, they are all at the very start of building their businesses. That is why there could be a huge opportunity for each company to serve the rare-earth metals needs of companies building production facilities in the U.S. market. And why the risk of investing in these three rare-earth metals stocks is high. If you decide to buy any of them, or all of them, go in with a long-term view.

Should you buy stock in USA Rare Earth right now?

Before you buy stock in USA Rare Earth, consider this:

The Motley Fool Stock Advisor analyst team just identified what they believe are the 10 best stocks for investors to buy now… and USA Rare Earth wasn't one of them. The 10 stocks that made the cut could produce monster returns in the coming years.

Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $418,761 ! Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $1,195,804 !

Now, it's worth noting Stock Advisor's total average return is 918% — a market-crushing outperformance compared to 208% for the S&P 500. Don't miss the latest top 10 list, available with Stock Advisor , and join an investing community built by individual investors for individual investors.

See the 10 stocks »

*Stock Advisor returns as of July 4, 2026.

Reuben Gregg Brewer has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends MP Materials. The Motley Fool has a disclosure policy .

What Rare Earths Stock Can Best Deliver Gains From America's Reshoring Boom? was originally published by The Motley Fool

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ETF Inflows Top $1 Trillion at the Halfway Point of 2026

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ETF Inflows Top $1 Trillion at the Halfway Point of 2026

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Top-Performing ETF Areas of 1H 2026

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Top-Performing ETF Areas of 1H 2026

Top-Performing ETF Areas of 1H 2026

Sanghamitra Saha

July 2, 2026 4 min read

• ^GSPC

+0.42%

• ^IXIC

+0.29%

• UGA

-1.13%

• BWET

+1.97%

• PSI

-0.03%

U.S. stocks just capped a strong first half of 2026 and a robust second quarter as semiconductor shares powered the market rally. The strength in semiconductors provided a major boost to the broader market and reinforced investor confidence in the ongoing AI-driven growth story.

Major Indexes Deliver Strong First-Half Returns

The Dow Jones advanced 8.9% during the first six months of the year, marking its best first-half performance since 2021, when it gained 12.7%. The S&P 500 rose 9.6%, while the Nasdaq outperformed with a gain of more than 12%.

Small-cap stocks also enjoyed a standout period. The Russell 2000 jumped nearly 22%, recording its strongest first-half performance since 1991, as quoted on CNBC.

Volatile Start Gives Way to a Strong Recovery

The first half of the year was marked by significant volatility. Markets reached record highs despite sharp fluctuations in energy prices caused by the Iran conflict and ongoing concerns about whether AI-related spending could remain sustainable.

Inside the Iran War

Following large-scale U.S.-Israel strikes on Iranian military infrastructure in February 2026, the United States and Iran engaged in months of warfare. The conflict severely disrupted global oil routes when Iran moved to block the Strait of Hormuz.

However, by mid-2026, the two nations signaled a ceasefire, bringing active hostilities to a halt and moving toward an extended period of Pakistan-mediated negotiations.

AI Bubble Concerns Doing Rounds

The AI trade has been a winning market theme, but the gains have been relatively narrow, increasing portfolio concentration risk and leaving investors more exposed to drawdowns and volatility in the technology sector.

As per a CNBC article, in June, approximately $2.3 trillion was wiped off the combined market value of the Mag 7 as investors grew increasingly concerned about the sustainability of massive AI infrastructure spending and whether the expected returns would justify the significant capital outlays.

Upbeat Earnings: Key Positive of 1H 2026

Solid corporate earnings remained the key market driver. Total S&P 500 earnings are expected to increase by 23.7% in the June quarter of 2026 from the same period last year, with revenues expected to rise 11.4% year over year.

Note that investor sentiment improved considerably during the second quarter as worries surrounding the AI trade subsided and geopolitical tensions appeared to be moving toward resolution.

The S&P 500 and Nasdaq gained 14.9% and 21.4%, respectively, in Q2, delivering their strongest quarterly performances since the second quarter of 2020. The Dow climbed 12.9%, its best quarter since the final three months of 2022, as quoted on the same CNBC article.

Story Continues

Fed Stays Put, Hints at Hawkish Path Ahead

The Federal Reserve left interest rates unchanged in June for the fourth straight policy meeting, keeping the benchmark federal funds rate in the 3.50%-3.75% range. This meeting was also the first under the new Fed Chair Kevin Warsh.

While the Fed kept rates on hold, its latest projections suggest that policymakers are leaning toward keeping borrowing costs higher for longer. Several officials signaled rate hikes later this year, as quoted on Yahoo Finance.

Alphabet Joins Dow Jones

Alphabet GOOGL officially entered the Dow Jones Industrial Average, earning one of Wall Street's most recognizable blue-chip distinctions in June-end.The addition marks a major milestone for the Dow Jones index, shifting its focus away from traditional telecommunications toward artificial intelligence and other key tech areas (read: Alphabet Joins Dow Jones: ETF Likely to Benefit).

Winning ETF Areas in Focus

Against this backdrop, below we highlight a few winning ETF areas of this year.

Shipping

Breakwave Tanker Shipping ETF BWET – Up 670.2% YTD

The Middle East conflict and the closure of the Strait of Hormuz have disrupted key shipping routes, driving a sharp surge in freight rates. This has strengthened the investment case for BWET.

Semiconductor

Invesco Semiconductors ETF PSI – Up 121.2%

The rise of AI, cloud computing, big data, data centers, the Internet of Things, 5G expansion, smartphone upgrades, and new gadgets has been fueling demand for chips and other semiconductor products.

South Korea

iShares MSCI South Korea ETF EWY – Up 90.8%

South Korean stocks have seen an unprecedented rally in 2026. Driven by the global artificial intelligence boom and heavy international demand for memory chips, the tech-heavy EWY has rallied.

Utilities

Tortoise AI Infrastructure ETF TCAI – Up 77.7%

In 2026, the AI infrastructure market has grown far beyond foundational chipmakers to encompass memory, networking, power management, and physical data center construction.

Gasoline

United States Gasoline Fund LP UGA – Up 68.8%

The fund's price surged in 2026 due to supply shocks linked to Middle East hostilities, particularly the U.S.-Iran conflict in late winter, which sent wholesale gasoline futures sharply higher. This was further augmented by the start of the summer driving season.

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Invesco Semiconductors ETF (PSI): ETF Research Reports

Alphabet Inc. (GOOGL) : Free Stock Analysis Report

iShares MSCI South Korea ETF (EWY): ETF Research Reports

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Best Performing ETFs of 2026

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标的：`PSI`来源：etf.com发布日期：2026-07-01重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：1243

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Best Performing ETFs of 2026

Best Performing ETFs of 2026

Sumit Roy

July 2, 2026 6 min read

• VOO

+0.46%

• QQQ

+0.32%

With one half of 2026 in the books, the year is shaping up to be another good one for stocks.

Through the first six months, the Vanguard S&P 500 ETF (VOO) gained 10.2%, while the Invesco QQQ Trust (QQQ) doubled that with a 20.2% return.

As usual, though, plenty of ETFs did far better than that, and that's what we'll look at here.

A pair of funds ran up more than 900% on the year, and it took a gain north of 535% just to crack the overall top 10. The top of the board is dominated by leveraged products, with only a single nonleveraged fund making the cut.

But even if you strip the leveraged funds out, the bar is still high. A fund needed a roughly a 100% gain to land in the nonleveraged top 10.

Below we'll take a look at both sides, the nonleveraged winners and the leveraged ones.

A Tanker Fund Leads the Way

On the nonleveraged side, the Breakwave Tanker Shipping ETF (BWET) sits on top with a 684% gain. I've written about this fund a few times this year. BWET holds crude oil tanker freight futures, contracts tied to the rate for hauling oil by sea, with most of the portfolio tracking very large crude carriers traveling from the Persian Gulf to Asia.

When the Strait of Hormuz effectively closed earlier this year and tankers were pushed onto longer routes, freight rates went vertical and BWET went with them.

Oil prices themselves have since come back down as the strait reopened, but tanker futures have held up far better, because the crossing is still fragile, the backlog of stranded ships is only slowly clearing, and war risk premiums remain elevated.

It's worth remembering that BWET is a trading vehicle rather than a buy-and-hold investment, as freight rates have historically been mean reverting.

Then It's Semiconductors, All the Way Down

Outside of BWET, every other fund in the nonleveraged top 10 traces back to the AI infrastructure and semiconductor boom. That includes the Invesco Semiconductors ETF (PSI) , up 138%, and the VistaShares Artificial Intelligence Supercycle ETF (AIS) , up 124%.

I've written about AIS before. What makes it stand out is that it's an AI fund beating most of the straight semiconductor ETFs while holding a broader basket than chips alone (though it still leans heavily on semiconductor names).

The well-known iShares Semiconductor ETF (SOXX) also made the list at 113%, as did the iShares MSCI South Korea ETF (EWY) at 106%. EWY's gain came courtesy of its outsized weightings in SK Hynix and Samsung, two of the biggest winners from the super spike in memory prices.

Investors leaned on EWY as a memory proxy for a good stretch this year, until the Roundhill Memory ETF (DRAM) launched and stole its thunder. Incidentally, DRAM returned 166% from its April 2 launch through June 30, but it's not included on our list since it wasn't trading at the start of the year.

Story Continues

Outside the Top 10

The pattern continues past the top 10: Semiconductor ETFs keep turning up well down the list, alongside broader AI funds that are themselves stuffed with chip names, plus the occasional Korea or Taiwan fund that's essentially a de facto semiconductor play.

You have to go all the way to number 17 to hit something a little different: the ProShares Nanotechnology ETF (TINY) .

TINY tracks the Solactive Nanotechnology Index, but—surprise—its top holdings include a number of semiconductor equipment stocks, names like Applied Materials, Lam Research, and ASML.

A few other names further down are worth calling out. The Nomura Focused Emerging Markets Equity ETF (EMEQ) gained 77%, roughly three times the return of the broader iShares Core MSCI Emerging Markets ETF (IEMG) .

But once again, the performance is being powered by semiconductors. EMEQ holds about a third of its portfolio in TSMC, SK Hynix, and Samsung.

Other ETFs worth mentioning: the KraneShares SSE STAR Market 50 Index ETF (KSTR) , up 72%; the iShares MSCI Taiwan ETF (EWT) , up 71%; the State Street Galaxy Hedged Digital Asset Ecosystem ETF (HECO) , up 71%; the Global X Hydrogen ETF (HYDR) , up 67%; and the United States Gasoline Fund (UGA) , up 66%.

The Full List

Just as the nonleveraged list of best performing ETFs is dominated by AI stocks, so too is the all-encompassing list.

The overall top 10 is almost entirely 2x long bets on single AI stocks. The Direxion Daily MU Bull 2X Shares (MUU) leads at 959%, followed by the Direxion Daily INTC Bull 2X Shares (LINT) at 842% and the GraniteShares 2x Long DELL Daily ETF (DLLL) at 772%, and on down the line.

Impressively, BWET managed to break into this list too with its 684%, the lone nonleveraged fund keeping pace with a field of geared single-stock products.

The only other fund in the top 10 that isn't a single-stock bet is the Direxion Daily Semiconductor Bull 3X Shares (SOXL) , up 537%. It tracks an index rather than one stock, but its triple leverage, grandfathered in from an earlier regulatory era, let it hang with the 2x single-stock crowd.

For the full list of the top-performing ETFs of the first half of 2026, see the tables below.

Best Performing ETFs of 2026 (excluding leverage/single stock ETFs)

Name

Ticker

YTD Return

Breakwave Tanker Shipping ETF

BWET

683.84%

Invesco Semiconductors ETF

PSI

138.09%

VistaShares Artificial Intelligence Supercycle ETF

AIS

124.37%

First Trust Nasdaq Semiconductor ETF

FTXL

120.38%

Xtrackers Semiconductor Select Equity ETF

CHPS

118.74%

iShares Semiconductor ETF

SOXX

113.00%

iShares MSCI South Korea ETF

EWY

105.80%

YieldMax Target 12 Semiconductor Option Income ETF

SOXY

101.84%

Invesco PHLX Semiconductor ETF

SOXQ

101.45%

Franklin FTSE South Korea ETF

FLKR

101.26%

YieldMax Semiconductor Portfolio Option Income ETF

CHPY

95.36%

Global X AI Semiconductor & Quantum ETF

CHPX

94.58%

State Street SPDR S&P Semiconductor ETF

XSD

94.11%

Tortoise AI Infrastructure ETF

TCAI

88.98%

Matthews Korea Active ETF

MKOR

87.31%

VanEck Semiconductor ETF

SMH

82.30%

ProShares Nanotechnology ETF

TINY

80.27%

Invesco Exchange-Traded Fund Trust Invesco Dorsey Wright Technology Momentum ETF

PTF

78.53%

State Street Galaxy Transformative Tech Accelerators ETF

TEKX

78.51%

Strive US Semiconductor ETF

SHOC

78.25%

Best Performing ETFs of 2026 (all U.S.-listed ETFs)

Name

Ticker

YTD Return (NAV)

Direxion Daily MU Bull 2X ETF

MUU

959.13%

GraniteShares 2x Long MU Daily ETF

MULL

927.48%

Direxion Daily Intc Bull 2X ETF

LINT

842.84%

GraniteShares 2x Long INTC Daily ETF

INTW

840.82%

GraniteShares 2x Long DELL Daily ETF

DLLL

771.63%

GraniteShares 2x Long MRVL Daily ETF

MVLL

701.19%

Breakwave Tanker Shipping ETF

BWET

683.84%

Leverage Shares 2X Long ARM Daily ETF

ARMG

593.29%

Direxion Daily Semiconductor Bull 3X ETF

SOXL

536.58%

Tradr 2X Long BE Daily ETF

BEX

535.25%

GraniteShares 2x Long NBIS Daily ETF

NBIL

531.70%

Tradr 2X Long NBIS Daily ETF

NEBX

524.46%

Leverage Shares 2X Long BE Daily ETF

BEG

518.96%

Leverage Shares 2X Long NBIS Daily ETF

NBIG

516.86%

Direxion Daily AMD Bull 2X ETF

AMUU

435.95%

Graniteshares 2x Long AMD Daily ETF

AMDL

432.43%

Leverage Shares 2X Long AMD Daily ETF

AMDG

429.37%

Tradr 2X Long LRCX Daily ETF

LRCU

396.41%

Tradr 2X Long ALAB Daily ETF

LABX

382.11%

Leverage Shares 2X Long KLAC Daily ETF

KLAG

368.94%

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SOXL’s 16% Daily Collapse Exposes the Real Cost: $7.9 Billion in Hidden Swap Financing

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标的：`SOXL`来源：24/7 Wall St.发布日期：2026-07-01重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：732

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SOXL’s 16% Daily Collapse Exposes the Real Cost: $7.9 Billion in Hidden Swap Financing

SOXL’s 16% Daily Collapse Exposes the Real Cost: $7.9 Billion in Hidden Swap Financing

Michael Williams

July 2, 2026 4 min read

• SOXL

-0.10%

• SMH

+0.54%

• SOXX

-0.06%

Quick Read

• SOXL dropped 16% in one session while its index fell just 6%, and embedded swap financing costs quietly erode NAV every trading day.

• SOXX and SMH track the same semiconductor basket without daily resets or swap financing, charging just 0.34% annually with no volatility decay.

• Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

On July 1, 2026, holders of Direxion Daily Semiconductor Bull 3X Shares ( NYSEARCA:SOXL ) watched the fund drop 16.38% in a single session, from $266.71 to $223.01. The underlying semiconductor basket, tracked by the iShares Semiconductor ETF, fell 5.68% the same day. That gap, roughly triple the index move, is the product you bought: a daily 3x leveraged bet on semis.

24/7 Wall St.

What You're Actually Paying

SOXL is a daily 3x leveraged fund. The fund runs a derivatives book with $7.9 billion in notional swap and futures exposure, roughly 46.6% of net assets, to deliver that daily multiple on roughly $16.95 billion in net assets. Those swaps are not free. Counterparties charge financing spreads over short rates, and those costs come out of your NAV every day, whether the fund rises or falls.

The management fee itself is not disclosed in the most recent NPORT filing, but the swap financing embedded in the structure is the larger cost. By contrast, iShares Semiconductor ETF ( NASDAQ:SOXX ), which tracks the same index unlevered, carries a net expense ratio of 0.34%, or about $34 per year per $10,000 invested. SOXL holders pay that fee equivalent several times over once financing on the swap book is included.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

The Part the Factsheet Doesn't Highlight

Leverage decay is the real hidden tax. A 3x daily reset fund does not deliver 3x the index return over any period longer than one day. It compounds daily, which means volatility eats returns even when the index finishes flat. The VIX averaged 18.09 over the past 12 months and spiked to 31.05 on March 27, 2026, with sustained readings in the 25 to 31 range from March 6 through the end of the month. Every one of those choppy days quietly compounded losses that never show up on a fee line.

You can see the drag in the long numbers. Over ten years, SOXL returned 16,172.67% and SOXX returned 2,182.74%. Triple the unlevered return would be far higher than what SOXL actually delivered. Over five years, SOXL gained 545.48% against SOXX at 346.78%. That is less than 2x the index over a period when SOXL charged you 3x the risk.

Story Continues

There is a concentration cost too. The top ten holdings, names like AMD at 4.56%, Broadcom at 4.51%, Micron at 4.33%, and NVIDIA at 3.89%, overlap almost perfectly with SOXX. You are renting the same basket as SOXX, with a financing bill attached.

The Cheaper Mirror

SOXX gives you the same semiconductor index at 0.34%, with no daily reset, no swap financing, and no volatility decay. VanEck Semiconductor ETF ( NASDAQ:SMH ) is another unlevered option with similar exposure at a low fee. The trade-off is obvious: you give up the 3x upside in a straight-line rally like the 534.57% YTD 2026 run in SOXL versus 113% in SOXX. You also give up the 16% single-day drops that reset your compounding base.

What This Means for You

Reddit's r/investing has been circulating a thread titled "What is your worst investing mistake? I've made one" where SOXL comes up as a cautionary example, drawing nearly 400 upvotes and over 470 comments by June 22, 2026. SOXL can clearly rally. The question worth asking is whether you understand that the fund is engineered for a single trading day, and whether the swap financing, daily reset, and volatility drag are costs you consciously chose to pay.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

Contact editorial@247wallst.com for any questions or corrections.

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Applied Digital交付Polaris Forge 1第二栋楼一期

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标的：`APLD`来源：Applied Digital Investor Relations发布日期：2026-07-01重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：1207

中文摘要

• Applied Digital称Polaris Forge 1第二栋楼一期已达到Ready for Service，按计划向客户交付75MW运营容量。
• 公司称该园区上线容量由此达到175MW，完全建成后合同约定的关键IT负载为400MW。
• 公司风险披露列出建设完工、融资、客户集中、供电及设备故障等不确定性。

英文原文

Applied Digital Delivers Second Building at Polaris Forge 1

Applied Digital Delivers Second Building at Polaris Forge 1

July 01, 2026 1:00pm EDT

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On-time delivery of Building 2 Phase 1 reinforces Applied Digital’s repeatable model for turning power into operational AI capacity

DALLAS, July 01, 2026 (GLOBE NEWSWIRE) -- Applied Digital (NASDAQ: APLD), a designer, builder, and operator of high-performance, sustainably engineered data centers and colocation services for artificial intelligence, cloud, networking, and blockchain workloads, today announced it has achieved Ready for Service for Phase 1 of Building 2 at Polaris Forge 1, delivering 75 MW of operational AI capacity to its customer on schedule and bringing total live capacity at the campus to 175 MW.

The delivery marks the next major milestone in the continued buildout of Polaris Forge 1, Applied Digital’s fully leased AI Factory Campus designed to support high-density artificial intelligence and high-performance computing workloads. At full build out, Polaris Forge 1 is contracted to deliver 400 MW of critical IT load under long-term lease agreements.

“Delivering this phase on time underscores the strength of our execution model,” said Wes Cummins, Chairman and Chief Executive Officer of Applied Digital. “Polaris Forge 1 continues to demonstrate the depth of our team and the discipline it takes to bring critical AI infrastructure capacity online for our customers. Achieving this milestone required intense coordination across the field, construction, engineering, operations, procurement, development, and corporate teams, and I’m proud of the entire Applied Digital organization for delivering as planned. With 175 MW now live at the campus, Polaris Forge 1 demonstrates the repeatable model we are scaling across our AI Factory footprint.”

This latest achievement follows Applied Digital’s on-time completion of the first 100 MW building at Polaris Forge 1 and further demonstrates the Company’s ability to bring critical IT capacity online in alignment with customer deployment timelines. With 175 MW now live, Polaris Forge 1 continues to demonstrate Applied Digital’s ability to execute across multiple phases of a large-scale AI infrastructure deployment.

Applied Digital’s execution approach is built around what the Company refers to as its AI Factory franchise model: a repeatable framework that replicates a core team of design, construction, and operations professionals across each campus, supported by centralized expertise and dedicated site-level execution teams.

“Polaris Forge 1 continues to validate the repeatable model we are building across our AI Factory platform,” Cummins continued. “We are not just securing power; we are turning it into live, operational AI capacity. That is the hard part, and it is where Applied Digital continues to differentiate itself.”

As demand for large-scale AI infrastructure continues to grow, customers are placing increasing importance on execution certainty and speed to market. Applied Digital’s on-time delivery of another major phase at Polaris Forge 1 reinforces the Company’s ability to bring complex infrastructure online in alignment with customer timelines.

Polaris Forge 1 is located in Ellendale, North Dakota, where Applied Digital has operated since 2021 and built long-standing relationships with local leaders, partners, and community stakeholders. As the campus continues to expand, the Company remains focused on responsible development, local partnership, and creating long-term value in the communities where it builds.

About Applied Digital

Applied Digital (Nasdaq: APLD), named Best Data Center in the Americas 2025 by Datacloud — designs, builds, and operates high-performance, sustainably engineered data centers and colocation services for artificial intelligence, cloud, networking, and blockchain workloads. Headquartered in Dallas, TX, and founded in 2021, the company combines hyperscale expertise, closed-loop cooling, and rapid deployment capabilities to deliver secure, scalable compute at industry-leading speed and efficiency, while creating economic opportunities in underserved communities through its AI Factory franchise model.

Learn more at applieddigital.com or follow @APLDdigital on X and LinkedIn.

Forward-Looking Statements

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, future operating and financial performance, product development, market position, business strategy and objectives, and future financing plans. These statements use words, and variations of words, such as “will,” “continue,” “build,” “future,” “increase,” “drive,” “believe,” “look,” “ahead,” “confident,” “proven,” “deliver,” “outlook,” “expect,” “project” and “predict.” Other examples of forward-looking statements may include, but are not limited to, (i) statements that reflect perspectives and expectations regarding lease agreements and any current or prospective data center campus development; (ii) statements about the high-performance computing (HPC) industry; (iii) statements of company plans and objectives, including the company’s evolving business model, or estimates or predictions of actions by suppliers; (iv) statements of future economic performance; (v) statements of assumptions underlying other statements and statements about the company or its business; and (vi) the company’s plans to obtain future project financing. You are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the company’s expectations and projections. These risks, uncertainties, and other factors include, among others: whether or not our customers exercise the renewal options under their leases with us (if not, we will not recognize further revenue from such customer under its respective lease); our ability to complete construction of our data center campuses as planned; the lead time of customer acquisition and leasing decisions and related internal approval processes; changes to artificial intelligence and HPC infrastructure needs and their impact on future plans; costs related to the HPC operations and strategy; our ability to timely deliver any services required in connection with completion of installation under lease agreements; our ability to raise additional capital to fund the ongoing datacenter construction and operations; our ability to obtain financing of datacenter leases and more broadly for our development and general corporate activities; our dependence on principal customers, including our ability to execute and perform our obligations under our leases with key customers; our ability to timely and successfully build new hosting facilities with the appropriate contractual margins and efficiencies; power or other supply disruptions and equipment failures; the inability to comply with regulations, developments and changes in regulations; cash flow and access to capital; availability of financing to continue to grow our business; decline in demand for our products and services; maintenance of third party relationships; and conditions in the debt and equity capital markets. A further list and description of these risks, uncertainties, and other factors can be found in the company’s most recently filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including in the sections captioned “Forward-Looking Statements” and “Risk Factors,” and in the company’s subsequent filings with the Securities and Exchange Commission. Copies of these filings are available online at www.sec.gov , on the company’s website ( www.applieddigital.com ) under “Investors,” or on request from the company. Information in this press release is as of the dates and time periods indicated herein, and the company does not undertake to update any of the information contained in these materials, except as required by law.

Media Contact

JSA (Jaymie Scotto & Associates)

(856) 264-7827

jsa_applied@jsa.net

Investor Relations Contacts

Matt Glover or Ralf Esper

Gateway Group, Inc.

(949) 574-3860

APLD@gateway-grp.com

Source: Applied Digital Corporation

Released July 1, 2026

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Kurv Launches the KMEM ETF: The Purest Play on Memory Production

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标的：`KMEM`来源：Business Wire发布日期：2026-07-01重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：725

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Kurv Launches the KMEM ETF: The Purest Play on Memory Production

This is a paid press release. Contact the press release distributor directly with any inquiries.

Kurv Launches the KMEM ETF: The Purest Play on Memory Production

KMEM: Top 3 Holdings with Look-Through

Business Wire

July 1, 2026 3 min read

• CBOE

• 000660.KS

• 005930.KS

• MU

New fund provides a more focused and selective approach to gaining exposure to the supply/demand imbalance inherent in the ongoing AI build-out.

SAN FRANCISCO, July 01, 2026 --( BUSINESS WIRE )--Kurv Investment Management, an asset manager bringing an institutional approach to active ETFs, today announced the launch of the Kurv Memory Select ETF (CBOE BZX: KMEM ).

KMEM is designed to offer investors targeted exposure to the companies dominating memory chip production, including the current "Big Three" memory manufacturers - SK hynix, Samsung, and Micron Technology - as well as additional companies playing a major role in this space.

"AI infrastructure is only as powerful as the memory behind it and as demand for faster processing and larger models accelerates, memory chips are becoming the backbone of the AI economy," said Howard Chan, Founder and Chief Executive Officer of Kurv Investment Management. "At the same time, that demand is outpacing the supply, creating a supply/demand imbalance that could present an interesting opportunity for investors looking at the AI and AI-adjacent components of their equity portfolios."

"Names that are merely ancillary to this theme could in fact become hindrances to performance as the current leaders consolidate their positions and upstarts work to obtain market share," added Chan. "That makes it essential to have a pure play strategy when looking at memory. This is exactly what we've designed with KMEM and why we are so excited to be bringing this fund to market at this pivotal time."

"Despite the recent run up in price, we believe the bottleneck in the sector will continue for at least the next 3-4 years," said Chan. "KMEM tends to focus on names like SK hynix, where valuation is still cheaper compared to its competitors."

KMEM is actively managed and seeks to provide highly targeted exposure to domestic and international companies that design, manufacture and distribute a range of different memory chips, including Dynamic Random Access Memory (DRAM), Static Random Access Memory (SRAM), Random Access Memory (RAM), Flash Memory and other emerging memory types.

"The ongoing AI build-out stalls if the production of memory chips, and further innovation in memory, doesn't keep pace," continued Chan. "Forget the 'picks and shovels' of the AI trade, these are the mines themselves from which all of the advancements inherent in AI are waiting to be extracted."

For more information about KMEM, visit https://www.kurvinvest.com/etf/kmem#Exposure

Story Continues

About Kurv Investment Management

Kurv Investment Management is a tax-aware, option-based investment manager founded by a team of highly experienced professionals from industry-leading firms. Kurv Investment Management removes costly and complicated barriers to entry and streamlines management and reporting to serve its mission to provide access to high-caliber portfolio tools and investment options previously reserved for only the largest institutional investors.

Important Information:

An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. To obtain a prospectus containing this and other information, please call 1-833-955-KURV (5878) or visit KurvInvest.com . Read the prospectus carefully before investing.

Investing in the Fund entails risk, including the loss of principal. The Fund is not a complete investment program and investors should review the risks associated with the Fund before investing. The Fund is an actively managed portfolio, and the portfolio managers will apply investment techniques and risk analyses that may not produce the desired result. There can be no guarantee that the Fund will meet its investment objective. The Fund is new with a limited operating history.

Fund Objective: The fund seeks to maximize total return.

Fund Risks: The Fund seeks to primarily invest under normal circumstances in companies, domestic or foreign, that design, manufacture, and distribute memory chips (memory chip activities) ("Memory Companies"). Memory chips are semiconductor devices designed for the temporary or permanent storage and retrieval of data in computer systems.

The Kurv Memory Select ETF is distributed by Foreside Fund Services LLC, Member FINRA/SIPC. Foreside Fund Services LLC is not affiliated with Kurv Investment Management.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260701217846/en/

Contacts

Media Contact:

Chris Sullivan

Craft & Capital

chris@craftandcapital.com

Client Solutions Contact:

clientsolutions@kurvinvest.com

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Semiconductor ETFs to Buy as Micron Leads $2T AI-Led Chip Market Rally

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标的：`FTXL`来源：Zacks发布日期：2026-07-01重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：1034

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Semiconductor ETFs to Buy as Micron Leads $2T AI-Led Chip Market Rally

Semiconductor ETFs to Buy as Micron Leads $2T AI-Led Chip Market Rally

Semiconductor ETFs to Buy as Micron Leads $2T AI-Led Chip Market Rally · Zacks

Aparajita Dutta

July 1, 2026 5 min read

• MU

-1.24%

• AMD

+2.04%

• INTC

-2.40%

• FTXL

-0.51%

• SHOC

+0.57%

Micron Technology MU delivered a historic rally in the second quarter of 2026, with its shares surging over 240% and adding approximately $920 billion to its market capitalization. As the broader semiconductor industry is experiencing an absolute renaissance, ignited by the global artificial intelligence (AI) boom, other chip giants, particularly Advanced Micro Devices AMD and Intel INTC, also contributed significantly to the industry's rally.

Micron's extraordinary performance was complemented by Intel's 216% jump, which added $480 billion to its market cap, while AMD's shares climbed 186% to add $615 billion in market value. Together, this rally contributed to a combined $2 trillion increase in market value for these three chipmakers alone (as cited in CNBC).

While such gains might tempt investors to add individual names like Micron or AMD to their portfolios, those concerned about chasing stocks at all-time highs may find a more balanced approach through semiconductor exchange-traded funds (ETFs) that hold these chip giants in their top positions, allowing them to benefit from the broader industry rally.

But before adding one or all of these ETFs to their portfolio, prudent investors may want to investigate the factors that drove this unprecedented growth, particularly Micron's, and understand why semiconductor ETFs offer a compelling strategy to capture the industry's potential.

Catalysts Behind Micron's Historic Q2 Surge

Micron's exceptional performance was driven by skyrocketing memory prices fueled by insatiable chip demand coming from accelerating AI infrastructure build-out worldwide. This helped this chipmaker top a $1 trillion market value for the first time in late May 2026, as its shares popped 19% in a single trading session.

MU's memory rally is further highlighted by its latest reported quarterly results, where its revenues more than quadrupled year over year. This upside in its top line was primarily driven by robust AI-led memory demand, with its data center revenues exceeding $25 billion, reflecting an annualized run rate of more than $100 billion.

Its gross margins jumped dramatically from 39% to an eye-popping 84.9%, thanks to higher pricing. Consequently, the memory chipmaker delivered record adjusted earnings growth of over 1,200% on a year-over-year basis.

No doubt, such strong quarterly results caused MU's stock price to jump 15% in after-hours trading following the earnings announcement.

Investor confidence in MU's long-term viability was further cemented by its latest partnership with AI leader Anthropic to supply next-generation infrastructure. With memory chip supply expected to remain tight past 2027, this deal locks in years of predictable, high-margin revenues for Micron and adds impetus to its share price appreciation.

Story Continues

A Booming Semiconductor Market & the Case for ETFs

The AI boom has transformed the semiconductor landscape, with investors widening their focus beyond chip giants like NVIDIA NVDA to include the entire ecosystem of "AI enablers". As a result, companies that design the processors, interconnects, and interfaces needed to support and leverage high-speed memory technologies such as High Bandwidth Memory ("HBM") are also experiencing strong share price appreciation, boosting the entire semiconductor industry.

For instance, Marvell Technology MRVL, which specializes in custom silicon and complex network data infrastructure, climbed approximately 201% in the second quarter.

The semiconductor industry is projected to maintain a massive multi-year growth trajectory, supported by constrained supply lines and unrelenting hyperscaler data center spending.

Timing entries into individual chip stocks can be challenging for investors, while also exposing them to the risks associated with concentrated single-stock investments. Specialized semiconductor ETFs can offer diversified exposure to the entire semiconductor value chain, enabling investors to capture upside from multiple segments, including memory makers like Micron, CPU manufacturers such as Intel and AMD, and networking specialists like Marvell.

ETFs to Buy

Considering the aforementioned discussion, one may consider adding the following semiconductor ETFs to their portfolios:

Strive U.S. Semiconductor ETF SHOC

This fund, with net assets worth $269 million, offers exposure to U.S.-listed semiconductor stocks. NVDA holds the first position in this fund, with 17.26% weightage, while MU holds the second spot with 13.81% weightage. AMD holds the sixth position in this fund, with 5% weightage, while INTC holds the ninth spot with 4.53% weightage. MRVL holds the 10th position with 4.13% weightage.

SHOC has rallied 77.7% year to date. The fund charges 40 basis points (bps) as fees.

Global X AI Semiconductor & Quantum ETF CHPX

This fund, with net assets worth $256.2 million, offers exposure to 38 companies that are positioned to benefit from the growth and advancement of the artificial intelligence (AI) semiconductor and quantum computing ecosystems. MU holds the first position in this fund, with 13.65% weightage, while AMD holds the sixth spot with 4.97% weightage. MRVL holds the seventh position in this fund, with 4.88% weightage, while INTC holds the ninth spot with 4.66% weightage.

CHPX has surged 95% year to date. The fund charges 50 bps as fees.

First Trust NASDAQ Semiconductor ETF FTXL

This fund, with net assets worth $2.75 billion, offers exposure to 34 U.S. semiconductor companies. INTC holds the first position in this fund, with 13.02% weightage, while MU holds the second spot with 12.52% weightage. MRVL holds the third position in this fund, with 7.67% weightage, while AMD holds the fourth spot with 6.08% weightage.

FTXL has jumped 120% year to date. The fund charges 60 bps as fees.

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Intel Corporation (INTC) : Free Stock Analysis Report

Advanced Micro Devices, Inc. (AMD) : Free Stock Analysis Report

Micron Technology, Inc. (MU) : Free Stock Analysis Report

NVIDIA Corporation (NVDA) : Free Stock Analysis Report

Marvell Technology, Inc. (MRVL) : Free Stock Analysis Report

First Trust NASDAQ Semiconductor ETF (FTXL): ETF Research Reports

Strive U.S. Semiconductor ETF (SHOC): ETF Research Reports

Global X AI Semiconductor & Quantum ETF (CHPX): ETF Research Reports

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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GlobalFoundries公布2026年第二季度财报电话会安排

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发布时间早于日报 5 天摘要窗口。

标签

标的：`GFS`来源：GlobalFoundries Investor Relations发布日期：2026-07-01重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：255

中文摘要

• GlobalFoundries确认将在2026年8月5日08:30美东时间召开第二季度财报电话会，财务结果将在会前发布。
• 本地期权输入中GFS存在可用期权链和Max Pain数据，但没有Volume/OI告警行。

英文原文

GlobalFoundries Announces Conference Call to Review Second Quarter 2026 Financial Results | GlobalFoundries Inc.

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##

GlobalFoundries Announces Conference Call to Review Second Quarter 2026 Financial Results

July 1, 2026

PDF Version

MALTA, N.Y., July 01, 2026 (GLOBE NEWSWIRE) -- GlobalFoundries (NASDAQ: GFS) today announced that it will host a conference call on Wednesday, August 5, 2026, at 8:30 a.m. ET following the release of the company’s second quarter 2026 financial results.

Conference Call and Webcast Information

The company will host a conference call with the financial community on Wednesday, August 5, 2026, at 8:30 a.m. ET. Interested parties may join the scheduled conference call by registering here .

The company’s financial results and a webcast of the conference call will be available on GlobalFoundries’ Investor Relations website at https://investors.gf.com .

About GF

GlobalFoundries (GF) is a leading manufacturer of essential semiconductors, enabling AI at scale from the cloud to the physical world. Through deep partnerships with customers, GF delivers differentiated, power-efficient and high-performance solutions for automotive, aerospace and defense, data center, smart mobile devices, internet of things and other high-growth markets. With global manufacturing operations across the U.S., Europe and Asia, GF is a trusted and holistic technology partner for customers around the world. GF’s talented, global team remains focused every day on security, longevity and sustainability. For more information, visit www.gf.com .

© 2026 GlobalFoundries Inc. GF®, GlobalFoundries®, the GF logos and other GF marks are trademarks of GlobalFoundries Inc. or its subsidiaries. All other trademarks are the property of their respective owners.

For further information, please contact:

ir@gf.com

Search GF investor relations site

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Intel, AMD Jump 7% as Chip Stocks Catch a Risk-On Bid

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标的：`SOXL`来源：24/7 Wall St.发布日期：2026-06-30重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：836

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Intel, AMD Jump 7% as Chip Stocks Catch a Risk-On Bid

Intel, AMD Jump 7% as Chip Stocks Catch a Risk-On Bid

David Moadel

July 1, 2026 4 min read

• AMD

+2.04%

• INTC

-2.40%

• SOXL

-0.10%

• AVGO

-0.28%

• NVDA

+4.03%

Quick Read

• Intel (INTC) and Advanced Micro Devices (AMD) shares each jumped 7% Tuesday, extending year-to-date gains of 277% and 163% as AI infrastructure spending powers broad semiconductor demand.

• AMD now trades at 172x earnings and Intel's analyst consensus target of $96 sits well below current prices, flagging stretched valuations despite the rally.

• Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and AMD didn't make the cut. Grab the names FREE today .

Chip stocks are catching a strong risk-on bid at midday Tuesday, with mega-cap semiconductors leading the broader tape higher. Intel ( NASDAQ:INTC ) stock is up 7% to $140.56, while Advanced Micro Devices ( NASDAQ:AMD ) stock is up 7% to $577.13.

Thinkstock The leveraged sector proxy is moving even harder. Direxion Daily Semiconductor Bull 3X Shares ( NYSEARCA:SOXL ) shares are up 11% to $263.09, amplifying the broader chip group's gain in a textbook session for the 3x daily product.

The move builds on a long stretch of leadership for AI infrastructure names. AMD stock is up 163% year to date and, astoundingly, Intel stock is up 277% over the same time frame.

Risk-On Bid Lifts the Chip Group

Today's rally looks like a broad sector move rather than a stock-specific event for either Advanced Micro Devices or Intel. The bid appears broadly sector-wide, with AMD and Intel rising alongside peers rather than on company-specific news.

The backdrop remains the AI infrastructure spending narrative that has powered semiconductors all year. AMD's most recent quarter showed Data Center revenue of $5.8 billion, up 57% year over year, with CEO Lisa Su telling investors customer engagement around the MI450 Series and Helios was "strengthening, with leading customer forecasts exceeding our initial expectations."

Intel's own Q1 2026 report showed Data Center and AI revenue up 22% year over year to $5.05 billion, with CEO Lip-Bu Tan flagging Intel Xeon 6 as the host CPU for NVIDIA ( NASDAQ:NVDA ) DGX Rubin NVL8 systems. That ecosystem positioning continues to support sentiment.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and AMD didn't make the cut. Grab the names FREE today .

SOXL Amplifies the Sector Move

SOXL offers broad leveraged exposure to the chip group. The Direxion Daily Semiconductor Bull 3X Shares is a leveraged ETF that seeks 300% of the daily performance of a broad semiconductor index whose constituents include NVIDIA, Advanced Micro Devices, Broadcom ( NASDAQ:AVGO ), and Intel. Top holdings as of the latest filing included Advanced Micro Devices at 4.56%, Broadcom at 4.51%, and Intel at 3.57%.

Story Continues

Because of the 3x daily reset, a strong up day for the chip group produces an outsized move in the ETF. That mechanic explains why a mid-single-digit advance in the underlying index translates into a double-digit pop for SOXL shares.

Investors can treat the product accordingly. Importantly, leveraged ETFs are designed for single-day tactical exposure.

They amplify both gains and losses, and due to daily compounding and volatility decay, they can underperform the underlying index over longer holding periods. SOXL is a high-risk instrument intended for short-term use, with daily compounding making it ill-suited for buy-and-hold portfolios.

Context: Big Runs, Big Volatility

Today's move comes off a soft prior week. Over the past year, AMD stock is up 298% and Intel stock is up 522%. SOXL shares are up 16% over the past month, even after a sharp pullback into late June.

Retail sentiment is reflecting the bounce. Reddit chatter on Advanced Micro Devices stock flipped from bearish readings of 28 to 43 in late June to bullish prints of 64 to 74 heading into this week. The composite sentiment read on AMD now sits at 60.68, bullish with medium confidence.

The valuation backdrop remains demanding, though. AMD trades at a P/E ratio of 172x, and the analyst consensus target on Intel of $96.07 sits well below the current share price.

What to Watch

The first question is whether today's gains hold into the close, or whether momentum traders fade the move after the SOXL spike. Volume and tape action through the afternoon will tell that story.

Beyond today, investors can watch for any incremental analyst notes on AI capex and the next round of hyperscaler commentary. With AMD's Q2 2026 guidance of $11.2 billion in revenue already on the table, the next scheduled earnings cycle is the more durable catalyst. In any case, position sizing should stay modest given how far these names have run.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and AMD didn't make the cut. Grab the names FREE today .

Contact editorial@247wallst.com for any questions or corrections.

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The Zacks Analyst Blog Highlights Micron, MUU, MULL, SHOC,CHPX and FTXL

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标的：`FTXL`来源：Zacks发布日期：2026-06-26重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：997

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英文原文

The Zacks Analyst Blog Highlights Micron, MUU, MULL, SHOC,CHPX and FTXL

The Zacks Analyst Blog Highlights Micron, MUU, MULL, SHOC,CHPX and FTXL

Zacks Equity Research

June 26, 2026 5 min read

• MU

-1.24%

• NOVN.SW

-0.02%

• QCOM

-1.02%

• MUU

-2.52%

• CHPX

-0.32%

For Immediate Release

Chicago, IL – June 26, 2026 – Zacks.com announces the list of stocks and featured in the Analyst Blog. Every day the Zacks Equity Research analysts discuss the latest news and events impacting stocks and the financial markets. Stocks recently featured in the blog include: Micron Technology MU, Direxion Daily MU Bull 2X ETF MUU and GraniteShares 2x Long MU Daily ETF MULL, AXS Knowledge Leaders ETF KNO, iShares MSCI USA Value Factor ETF VLUE, Strive U.S. Semiconductor ETF SHOC, Global X AI Semiconductor & Quantum ETF CHPX and First Trust Nasdaq Semiconductor ETF FTXL.

Here are highlights from Friday's Analyst Blog:

Top Research Reports for JPMorgan, Novartis & Qualcomm

On June 24, 2026, Micron Technology delivered another blockbuster quarter, reinforcing the strength of the AI memory cycle. The stock jumped 15% in after-hours trading following the announcement.

Record Quarter Crushes Expectations

Micron reported fiscal third-quarter results that comfortably beat Wall Street estimates. Revenues of $41.46 billion topped the Zacks Consensus Estimate of $36.52 billion. Adjusted EPS of $25.11 outperformed the Zacks Consensus Estimate of $20.98.

Revenues surged more than fourfold from $9.3 billion a year ago. Net income soared to $28.24 billion compared with $1.89 billion in the year-ago period.

Looking ahead, Micron projected fourth-quarter revenue of approximately $50 billion, far above the Zacks Consensus Estimate of $42.64 billion.

AI Demand Keeps Memory Markets Tight

The AI revolution continues to reshape the memory industry. Demand from data centers is consuming available production capacity, pushing up prices not only for high-performance AI memory but also for chips used in smartphones, laptops and automotive applications.

Supply shortages in memory and storage could take years to fully ease, even as industry capacity gradually improves through 2028, per management, as quoted on CNBC.

Perhaps the most significant development was Micron's announcement of 16 long-term customer agreements spanning three to five years.Thesecustomers include the likes of data center operators and automakers, per CNBC.

Sturdy Margins

Gross margin climbed to a record 84.9%, up from 74.9% in the previous quarter and just 39% a year earlier. The company expects margins to expand further to roughly 86% in the current quarter, as quoted on Yahoo Finance.

The numbers suggest that the memory market remains exceptionally tight rather than showing signs of weakening.

Data Center Business Leads the Charge

Story Continues

All four business segments delivered explosive growth, with data centers standing out as the primary driver.

Data center revenues jumped more than sevenfold to $11.5 billion from $1.53 billion a year earlier. Cloud memory revenues surged over 300% to $13.77 billion, while the mobile and client segment grew 250% to $11.52 billion. Automotive and embedded applications more than quadrupled, reaching $4.63 billion in sales.

AI Customers Are Securing Supply, Not Just Buying Chips

The broader takeaway for investors is that AI customers increasingly view memory as a strategic bottleneck rather than a commodity input.

Advanced AI systems require enormous amounts of high-speed memory. Micron's technology serves as a key component in chips produced by NVIDIA and Alphabet, as well as the servers that contain those processors.

As a result, customers are locking in long-term access to supply instead of relying on spot markets. The shift could help reduce Micron's historical earnings volatility and create a steadier growth profile.

ETFs in Focus

Against this backdrop, below we highlight a few ETFs that are heavy on Micron. While leveraged Micron ETFs include the likes of Direxion Daily MU Bull 2X ETF and GraniteShares 2x Long MU Daily ETF , these are risky bets.

AXS Knowledge Leaders ETF , iShares MSCI USA Value Factor ETF , Strive U.S. Semiconductor ETF , Global X AI Semiconductor & Quantum ETF and First Trust Nasdaq Semiconductor ETF has considerable weight in MU shares.

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Past performance is no guarantee of future results. Inherent in any investment is the potential for loss . This material is being provided for informational purposes only and nothing herein constitutes investment, legal, accounting or tax advice, or a recommendation to buy, sell or hold a security. No recommendation or advice is being given as to whether any investment is suitable for a particular investor. It should not be assumed that any investments in securities, companies, sectors or markets identified and described were or will be profitable. All information is current as of the date of herein and is subject to change without notice. Any views or opinions expressed may not reflect those of the firm as a whole. Zacks Investment Research does not engage in investment banking, market making or asset management activities of any securities. These returns are from hypothetical portfolios consisting of stocks with Zacks Rank = 1 that were rebalanced monthly with zero transaction costs. These are not the returns of actual portfolios of stocks. The S&P 500 is an unmanaged index. Visit https://www.zacks.com/performance for information about the performance numbers displayed in this press release.

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Micron Technology, Inc. (MU) : Free Stock Analysis Report

iShares MSCI USA Value Factor ETF (VLUE): ETF Research Reports

First Trust NASDAQ Semiconductor ETF (FTXL): ETF Research Reports

Strive U.S. Semiconductor ETF (SHOC): ETF Research Reports

Global X AI Semiconductor & Quantum ETF (CHPX): ETF Research Reports

This article originally published on Zacks Investment Research (zacks.com).

Zacks Investment Research

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ETF League Tables: T.Rowe Price Adds $1.1 Billion

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标的：`SOXL`来源：etf.com发布日期：2026-06-25重要性：未评级

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英文原文

ETF League Tables: T.Rowe Price Adds $1.1 Billion

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ETF Fund Flows: Semiconductors Pop on Relatively Flat Day

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发布时间早于日报 5 天摘要窗口。

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标的：`SOXL`来源：etf.com发布日期：2026-06-25重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：344

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英文原文

ETF Fund Flows: Semiconductors Pop on Relatively Flat Day

ETF Fund Flows: Semiconductors Pop on Relatively Flat Day

ETF.com Staff

June 26, 2026 2 min read

• SOXX

-0.06%

• DRAM

-2.05%

• SOXL

-0.10%

etf.com Top 10 Creations (All ETFs)

Ticker

Name

Net Flows ($, mm)

AUM ($, mm)

AUM % Change

IVV

iShares Core S&P 500 ETF

14,262.66

856,312.50

1.67%

SPY

SPDR S&P 500 ETF Trust

3,081.45

772,110.12

0.40%

QQQ

Invesco QQQ Trust Series I

999.36

481,582.71

0.21%

SOXX

iShares Semiconductor ETF

935.25

43,594.53

2.15%

DRAM

Roundhill Memory ETF

881.11

23,362.81

3.77%

SPYM

SPDR Portfolio S&P 500 ETF

738.28

149,021.30

0.50%

SOXL

Direxion Daily Semiconductor Bull 3x Shares

642.43

26,465.69

2.43%

AVLV

Avantis U.S. Large Cap Value ETF

530.20

15,166.98

3.50%

QQQM

Invesco NASDAQ 100 ETF

505.50

98,263.12

0.51%

DFUS

Dimensional U.S. Equity Market ETF

327.88

20,579.96

1.59%

Top 10 Redemptions (All ETFs)

Ticker

Name

Net Flows ($, mm)

AUM ($, mm)

AUM % Change

VOO

Vanguard S&P 500 ETF

-12,887.49

975,475.86

-1.32%

SMH

VanEck Semiconductor ETF

-1,615.56

71,794.30

-2.25%

VO

Vanguard Mid-Cap ETF

-1,573.09

104,926.67

-1.50%

IWM

iShares Russell 2000 ETF

-1,093.10

81,406.41

-1.34%

VB

Vanguard Small-Cap ETF

-942.54

79,569.16

-1.18%

NVDL

GraniteShares 2x Long NVDA Daily ETF

-768.13

4,044.15

-18.99%

VTV

Vanguard Value ETF

-727.04

185,444.44

-0.39%

DIA

SPDR Dow Jones Industrial Average ETF Trust

-619.93

43,029.68

-1.44%

GLD

SPDR Gold Shares

-569.32

134,700.88

-0.42%

VBK

Vanguard Small-Cap Growth ETF

-474.91

23,805.33

-1.99%

ETF Daily Flows By Asset Class

Net Flows ($, mm)

AUM ($, mm)

% of AUM

Alternatives

1,360.14

140,927.69

0.97%

Asset Allocation

105.57

41,927.25

0.25%

Commodities E T Fs

-978.21

316,970.45

-0.31%

Currency

-194.05

95,790.02

-0.20%

International Equity

-245.32

2,811,378.26

-0.01%

International Fixed Income

967.25

433,911.75

0.22%

Inverse

-69.04

14,505.74

-0.48%

Leveraged

1,117.64

194,689.13

0.57%

Us Equity

1,882.28

9,379,411.11

0.02%

Us Fixed Income

979.32

2,127,567.88

0.05%

Total:

4,925.58

15,557,079.28

0.03%

Disclaimer: All data as of 6 a.m. Eastern time the date the article is published. Data is believed to be accurate; however, transient market data is often subject to subsequent revision and correction by the exchanges.

Permalink | © Copyright 2026 etf.com. All rights reserved

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Micron Soars Post Q3 Earnings on AI Memory Crunch: ETFs to Watch

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标的：`FTXL`来源：Zacks发布日期：2026-06-25重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：642

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Micron Soars Post Q3 Earnings on AI Memory Crunch: ETFs to Watch

Micron Soars Post Q3 Earnings on AI Memory Crunch: ETFs to Watch

Sanghamitra Saha

June 26, 2026 3 min read

• MU

-1.24%

• FTXL

-0.51%

• CHPX

-0.32%

• KNO

+0.48%

• MUU

-2.52%

On June 24, 2026, Micron Technology MU delivered another blockbuster quarter, reinforcing the strength of the AI memory cycle. The stock jumped 15% in after-hours trading following the announcement.

Record Quarter Crushes Expectations

Micron reported fiscal third-quarter results that comfortably beat Wall Street estimates. Revenues of $41.46 billion topped the Zacks Consensus Estimate of $36.52 billion. Adjusted EPS of $25.11 outperformed the Zacks Consensus Estimate of $20.98.

Revenues surged more than fourfold from $9.3 billion a year ago. Net income soared to $28.24 billion compared with $1.89 billion in the year-ago period.

Looking ahead, Micron projected fourth-quarter revenue of approximately $50 billion, far above the Zacks Consensus Estimate of $42.64 billion.

AI Demand Keeps Memory Markets Tight

The AI revolution continues to reshape the memory industry. Demand from data centers is consuming available production capacity, pushing up prices not only for high-performance AI memory but also for chips used in smartphones, laptops and automotive applications.

Supply shortages in memory and storage could take years to fully ease, even as industry capacity gradually improves through 2028, per management, as quoted on CNBC.

Perhaps the most significant development was Micron's announcement of 16 long-term customer agreements spanning three to five years.Thesecustomers include the likes of data center operators and automakers, per CNBC.

Sturdy Margins

Gross margin climbed to a record 84.9%, up from 74.9% in the previous quarter and just 39% a year earlier. The company expects margins to expand further to roughly 86% in the current quarter, as quoted on Yahoo Finance.

The numbers suggest that the memory market remains exceptionally tight rather than showing signs of weakening.

Data Center Business Leads the Charge

All four business segments delivered explosive growth, with data centers standing out as the primary driver.

Data center revenues jumped more than sevenfold to $11.5 billion from $1.53 billion a year earlier. Cloud memory revenues surged over 300% to $13.77 billion, while the mobile and client segment grew 250% to $11.52 billion. Automotive and embedded applications more than quadrupled, reaching $4.63 billion in sales.

AI Customers Are Securing Supply, Not Just Buying Chips

The broader takeaway for investors is that AI customers increasingly view memory as a strategic bottleneck rather than a commodity input.

Advanced AI systems require enormous amounts of high-speed memory. Micron's technology serves as a key component in chips produced by NVIDIA and Alphabet, as well as the servers that contain those processors.

Story Continues

As a result, customers are locking in long-term access to supply instead of relying on spot markets. The shift could help reduce Micron's historical earnings volatility and create a steadier growth profile.

ETFs in Focus

Against this backdrop, below we highlight a few ETFs that are heavy on Micron. While leveraged Micron ETFs include the likes of Direxion Daily MU Bull 2X ETF MUU and GraniteShares 2x Long MU Daily ETF MULL, these are risky bets.

AXS Knowledge Leaders ETF KNO, iShares MSCI USA Value Factor ETF VLUE, Strive U.S. Semiconductor ETF SHOC, Global X AI Semiconductor & Quantum ETF CHPX and First Trust Nasdaq Semiconductor ETF FTXL has considerable weight in MU shares.

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Micron Technology, Inc. (MU) : Free Stock Analysis Report

iShares MSCI USA Value Factor ETF (VLUE): ETF Research Reports

First Trust NASDAQ Semiconductor ETF (FTXL): ETF Research Reports

Strive U.S. Semiconductor ETF (SHOC): ETF Research Reports

Global X AI Semiconductor & Quantum ETF (CHPX): ETF Research Reports

This article originally published on Zacks Investment Research (zacks.com).

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Micron发布2026财年第三季度创纪录业绩

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标的：`MU`来源：Micron Technology发布日期：2026-06-24重要性：未评级原文字数：5

中文摘要

• Micron 2026财年第三季度营收414.56亿美元，GAAP净利润282.43亿美元，经营现金流253.88亿美元。
• Cloud Memory收入137.69亿美元，Core Data Center收入115.24亿美元。
• 公司称HBM4已面向首要客户平台大批量出货，并已向多个终端客户发送认证样品；HBM4E计划在2027年量产。
• 公司给出的2026财年第四季度营收指引为500亿美元上下10亿美元，GAAP毛利率约86%。

英文原文

Micron Technology, Inc. Reports Record Results for the Third Quarter of Fiscal 2026

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Yesterday’s Tech Rout Shows How Leveraged ETFs Can Destroy Wealth

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标的：`SOXL`来源：24/7 Wall St.发布日期：2026-06-24重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：941

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英文原文

Yesterday’s Tech Rout Shows How Leveraged ETFs Can Destroy Wealth

Yesterday’s Tech Rout Shows How Leveraged ETFs Can Destroy Wealth

Rich Duprey

June 24, 2026 5 min read

• SOXL

-0.10%

• NVDA

+4.03%

Quick Read

• Total U.S. leveraged ETF assets have surged to a record $198 billion, up 55% in months, as investors chase amplified tech and semiconductor gains.

• When semiconductors dropped 7.9% in yesterday's rout, the 3x leveraged SOXL collapsed 23%, requiring nearly a 30% gain just to break even.

• Leveraged ETFs reset daily using derivatives and borrowed money, making long-term holding a wealth-destroying strategy during prolonged volatility or downturns.

• Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

The stock market has rewarded risk-taking for much of the past three years. Artificial intelligence spending continues to fuel demand for technology stocks, semiconductor companies have generated outsized gains, and investors have increasingly looked for ways to amplify their returns. That search for bigger profits has fueled a surge in leveraged exchange-traded funds (ETFs).

bowie15 from Getty Images As long as markets move higher, leveraged ETFs can look like a shortcut to wealth. Yesterday's technology sell-off offered a reminder that they can also accelerate losses just as quickly. The lesson for investors is simple: leverage works both ways.

Leveraged ETFs Are Growing at a Record Pace

According to a recent Reuters report, leveraged single-stock ETFs now account for roughly 8% of total U.S. exchange trading volume. The growth has been rapid, with 275 leveraged single-stock ETFs launching since January 2025 alone.

Investors have piled into products designed to magnify returns from some of the market's hottest sectors.

According to the Financial Times using data from S&P Capital IQ, assets under management in several popular leveraged funds have surged since April:

ETF

Strategy

Assets Under Management

ProShares UltraPro QQQ 3x Shares ( NASDAQ:TQQQ )

3x Nasdaq-100

~$40 billion

Direxion Daily Semiconductor Bull 3X ETF ( NASDAQ:SOXL )

3x Semiconductor Sector

~$34 billion

ProShares Ultra QQQ 2x Shares ( NASDAQ:QLD )

2x Nasdaq-100

~$15 billion

The growth has been remarkable. Assets in SOXL have more than tripled since April, while TQQQ's assets have nearly doubled. QLD added approximately $7 billion in assets during the same period, representing growth of 88%.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

As a result, total U.S. leveraged ETF assets have climbed to a record $198 billion, up 55% in just a few months. Investor leverage is reaching record levels at precisely the time market valuations remain elevated and volatility is increasing.

Story Continues

24/7 Wall St.

Leveraged ETFs promise triple the gains but deliver triple the pain—just ask the investors who watched a single day wipe out 23% of their holdings. © 24/7 Wall St.

How Leveraged ETFs Actually Work

A leveraged ETF seeks to deliver a multiple of an index's daily return. A 2x fund attempts to produce twice the daily gain or loss of its benchmark. A 3x fund aims for three times the daily move.

If the Nasdaq-100 rises 1% in a single day, TQQQ seeks to gain approximately 3%. If the index falls 1%, the fund aims to lose about 3%. The key word is "daily."

Leveraged ETFs reset and rebalance every trading day. They use derivatives, swaps, futures contracts, and borrowed money to maintain their target exposure. That daily rebalancing means long-term returns often diverge from what investors expect. In volatile markets, gains and losses compound in ways that can erode performance even if the underlying index eventually recovers.

That's why fund prospectuses consistently describe these products as trading vehicles rather than long-term investments.

Yesterday's Sell-Off Shows the Danger

The risks became clear during yesterday's market decline. As tech stocks were routed, the Dow Jones Industrial Average finished roughly flat, while the S&P 500 declined 1.4%. Even the tech-heavy Nasdaq-100 only fell 2.2%.

Yet the damage was much worse in semiconductors. The PHLX Semiconductor Index dropped 7.9% as technology stocks sold off around the world. For holders of SOXL, though, the losses were magnified dramatically. The fund plunged more than 23% in a single session because it seeks to deliver three times the daily performance of semiconductor stocks.

That is leverage in action. A 7.9% decline is painful enough. A 23% loss requires a subsequent gain of nearly 30% just to break even.

Sure, leveraged ETFs can generate eye-popping returns during powerful bull markets. That is exactly why investors continue pouring money into them. But markets do not move in straight lines forever. Extended downturns, bear markets, or prolonged volatility can wreak havoc on leveraged products. Multiple consecutive declines can rapidly shrink portfolio values and make recovery increasingly difficult.

Key Takeaway

In short, leveraged ETFs are designed for traders, not investors. Products such as TQQQ, SOXL, and QLD can be effective tools for short-term market bets, but their daily rebalancing and amplified exposure make them poor candidates for buy-and-hold portfolios. Yesterday's technology sell-off provided a textbook example of why.

Regardless of how bullish investors remain on artificial intelligence, semiconductors, or technology stocks, leverage magnifies losses just as efficiently as gains. The recent explosion in leveraged ETF assets suggests many investors are focusing on the upside while overlooking the downside.

In the end, smart investors should remember that successful long-term investing is usually about compounding returns steadily over time, not tripling every market move and hoping volatility stays friendly.

Don't wait: the analyst who called NVIDIA in 2010 just revealed his top 10 AI stocks. See the full list FREE now .

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SOXL’s 23% Single-Day Collapse Exposes the Real Price of 3X Leverage

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标的：`SOXL`来源：24/7 Wall St.发布日期：2026-06-23重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：729

中文摘要

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英文原文

SOXL’s 23% Single-Day Collapse Exposes the Real Price of 3X Leverage

SOXL’s 23% Single-Day Collapse Exposes the Real Price of 3X Leverage

Michael Williams

June 24, 2026 4 min read

• SOXL

-0.10%

• SMH

+0.54%

• AMD

+2.04%

• NVDA

+4.03%

• SOXX

-0.06%

Quick Read

• On June 23, 2026, SOXL plunged 23% in a single session, a drop roughly triple the 8% loss absorbed by non-leveraged semiconductor ETFs that day.

• SOXL's 479% five-year return barely topped SMH's 404%, proving 3X daily leverage fails to compensate for its higher fees and volatility decay.

• Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and AMD didn't make the cut. Grab the names FREE today .

On June 23, 2026, SOXL fell 23.06% in a single session. The same day, iShares Semiconductor ETF ( NASDAQ:SOXX ) fell 7.88% and VanEck Semiconductor ETF ( NASDAQ:SMH ) fell 7.01%. That gap is the product you bought. The marketing calls it "3X daily." Your brokerage statement calls it a $2,300 hole per $10,000.

24/7 Wall St.

What you are actually paying

Direxion Daily Semiconductor Bull 3X Shares ( NYSEARCA:SOXL ) is a leveraged ETF engineered to deliver 300% of the daily performance of the ICE Semiconductor Index. Per the Direxion prospectus, the fund carries an expense ratio in the ballpark of 0.75%. On a $10,000 position, that quietly skims roughly $75 a year off the top, before a single trade.

The mainstream alternatives charge a fraction of that. SOXX runs at a 0.34% net expense ratio, or about $34 per $10,000 per year. SMH runs at 0.35%, or $35. Hold for 20 years and the fee gap alone, before any market move, drains thousands from a leveraged holder relative to the cheaper sibling. The fact sheet shows you the ratio. It does not show you the compounding.

The part the factsheet does not highlight

The expense ratio is the visible cost. Volatility decay is the silent one. Because SOXL resets every day, a chop pattern of up 10% then down 10% leaves the underlying flat but the 3X fund down.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and AMD didn't make the cut. Grab the names FREE today .

The five-year record proves the warning. SOXL returned 478.93% over the past five years. SMH returned 403.72% over the identical window. Three times the daily exposure produced barely a fraction more total return, with vastly larger drawdowns along the way. SOXX returned 327.11% in the same five years. The leverage premium that drew you in largely evaporated in the path.

Concentration is the second silent cost. SMH's top ten holdings include AMD at 10.33%, Broadcom at 9.57%, Micron at 9.39%, Taiwan Semiconductor at 8.75%, and NVIDIA at 8.40%. SOXL tracks the same handful of names with daily-reset swaps layered on top. You are paying triple fees for nearly identical exposure plus a built-in headwind whenever the chip sector gets choppy. Reddit's r/investing forum has logged 17 of 19 recent observations at a bearish sentiment score of 22, with SOXL mentions clustering in a thread titled "What is your worst investing mistake?"

Story Continues

The cheaper mirror

For straight semiconductor beta, SOXX and SMH deliver the same chip names at roughly 0.34% to 0.35%. The trade-off is straightforward: you give up the leveraged upside on rallies (SOXL ran 973.05% over the past year versus 167.62% for SOXX) in exchange for stripping out the daily reset, the leverage financing baked into the swap contracts, and the 23% single-day air pockets. If you genuinely want 3X exposure for one or two trading days, SOXL is built for that. If you intend to hold longer, the math has worked against you.

What this means for you

SOXL can spike, as shown by a 449.23% year-to-date gain through June 23. The real question is whether the fee, the daily reset, and the symmetric downside still favor you on day 30, day 300, or day 3,000. Pull up your own holding period, compare it to SMH over the same window, and decide whether the leverage paid for itself, or quietly charged you for the privilege.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and AMD didn't make the cut. Grab the names FREE today .

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Is Invesco Semiconductors ETF (PSI) a Strong ETF Right Now?

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标的：`PSI`来源：Zacks发布日期：2026-06-18重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：727

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Is Invesco Semiconductors ETF (PSI) a Strong ETF Right Now?

Is Invesco Semiconductors ETF (PSI) a Strong ETF Right Now?

Is Invesco Semiconductors ETF (PSI) a Strong ETF Right Now? · Zacks

Zacks Equity Research

June 18, 2026 3 min read

• PSI

-0.03%

Designed to provide broad exposure to the Technology ETFs category of the market, the Invesco Semiconductors ETF (PSI) is a smart beta exchange traded fund launched on 06/23/2005.

What Are Smart Beta ETFs?

The ETF industry has traditionally been dominated by products based on market capitalization weighted indexes that are designed to represent the market or a particular segment of the market.

Because market cap weighted indexes provide a low-cost, convenient, and transparent way of replicating market returns, they work well for investors who believe in market efficiency.

On the other hand, some investors who believe that it is possible to beat the market by superior stock selection opt to invest in another class of funds that track non-cap weighted strategies--popularly known as smart beta.

These indexes attempt to select stocks that have better chances of risk-return performance, based on certain fundamental characteristics or a combination of such characteristics.

This area offers many different investment choices, such as simplest equal-weighting, fundamental weighting and volatility/momentum based weighting methodologies; however, not all of these strategies can deliver superior results.

Fund Sponsor & Index

Managed by Invesco, PSI has amassed assets over $2.86 billion, making it one of the larger ETFs in the Technology ETFs. Before fees and expenses, this particular fund seeks to match the performance of the Dynamic Semiconductor Intellidex Index.

The Dynamic Semiconductor Intellidex Index is comprised of stocks of semiconductor companies. The Index is designed to provide capital appreciation by thoroughly evaluating companies based on a variety of investment merit criteria, including fundamental growth, stock valuation, investment timeliness and risk factors.

Cost & Other Expenses

Cost is an important factor in selecting the right ETF, and cheaper funds can significantly outperform their more expensive cousins if all other fundamentals are the same.

Annual operating expenses for this ETF are 0.56%, making it on par with most peer products in the space.

It's 12-month trailing dividend yield comes in at 0.04%.

Sector Exposure and Top Holdings

Even though ETFs offer diversified exposure which minimizes single stock risk, it is still important to look into a fund's holdings before investing. Luckily, most ETFs are very transparent products that disclose their holdings on a daily basis.

Representing 100% of the portfolio, the fund has heaviest allocation to the Information Technology sector.

Story Continues

Taking into account individual holdings, Kla Corp (KLAC) accounts for about 5.28% of the fund's total assets, followed by Advanced Micro Devices Inc (AMD) and Broadcom Inc (AVGO).

The top 10 holdings account for about 46.23% of total assets under management.

Performance and Risk

So far this year, PSI has added roughly 112.38%, and is up roughly 199.15% in the last one year (as of 06/18/2026). During this past 52-week period, the fund has traded between $56.20 and $175.60.

The fund has a beta of 1.80 and standard deviation of 38.81% for the trailing three-year period, which makes PSI a high risk choice in this particular space. With about 32 holdings, it has more concentrated exposure than peers .

Alternatives

Invesco Semiconductors ETF is an excellent option for investors seeking to outperform the Technology ETFs segment of the market. There are other ETFs in the space which investors could consider as well.

iShares Semiconductor ETF (SOXX) tracks PHLX SOX Semiconductor Sector Index and the VanEck Semiconductor ETF (SMH) tracks MVIS US Listed Semiconductor 25 Index. iShares Semiconductor ETF has $44.06 billion in assets, VanEck Semiconductor ETF has $72.67 billion. SOXX has an expense ratio of 0.34% and SMH changes 0.35%.

Investors looking for cheaper and lower-risk options should consider traditional market cap weighted ETFs that aim to match the returns of the Technology ETFs

Bottom Line

To learn more about this product and other ETFs, screen for products that match your investment objectives and read articles on latest developments in the ETF investing universe, please visit Zacks ETF Center.

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Invesco Semiconductors ETF (PSI): ETF Research Reports

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SK hynix向主要客户发送12层HBM4E样品

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标的：`SK hynix`来源：SK hynix Newsroom发布日期：2026-06-18重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：649

中文摘要

• SK hynix 于2026年6月18日宣布已向主要客户发送12层HBM4E样品。

英文原文

SK hynix Ships Samples of 12-Layer Next-Gen ‘HBM4E’

-

ENG

-

中文

-

KOR

#AI Memory #CXL #DRAM #eSSD #HBM3E #HBM4 #NAND

PRESS

SK hynix Ships Samples of 12-Layer Next-Gen ‘HBM4E’

June 18, 2026

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News Highligh ts

• Delivers 12-high HBM4E samples to major customers

• Achieves a maximum speed of 16Gbps per pin with improvements in both performance and efficiency

• Utilizes Advanced MR-MUF, reducing heat resistance by 17% while improving stability

• “SK hynix strengthens its AI leadership with HBM4E based on its market-leading technological capabilities and manufacturing expertise… delivering the value needed in the market”

Seoul, June 18, 2026 – SK hynix Inc. (or “the company”, www.skhynix.com ) announced today that it has shipped samples of HBM4E, a next-generation DRAM for AI, to major customers.

“The company was able to deliver samples of the 12-stack HBM4E on schedule thanks to its advanced HBM development and production expertise for HBM,” said SK hynix, adding that “We will work closely with partners for mass production in a timely manner.”

The 12-layer HBM4E shows improvements in both performance and power efficiency. The product features a maximum data processing speed of 16Gbps per pin and power efficiency that is up more than 20 percent from previous models. These enhancements improve data processing capabilities for AI training and inference.

The HBM4E reduces data transfer latency through its latest interface and design optimization while maintaining stable operation in high-bandwidth environments. This enables customers to increase efficiency in processing data for AI datacenters and large-scale computing systems.

SK hynix utilizes Advanced MR-MUF 1 technology for HBM4E products to achieve a 48GB capacity in a 12-layer stack while ensuring structural stability. In particular, the company has also improved heat resistance by 17 percent, compared to the preceding HBM4, enabling stable operation of memory chips in high-performance computing environments.

1 MR-MUF (Mass Reflow Molded Underfill): A process used for stacking semiconductors by injecting liquid protective materials between chips to protect circuits.

SK hynix has successfully supplied optimized memory solutions to customers based on its expertise in the mass production and supply of HBM3, HBM3E, and HBM4. Leveraging its market-proven product reliability and supply capabilities, the company will support the development of next-generation infrastructure while helping address AI system bottlenecks.

“SK hynix has laid the foundation to strengthen its AI leadership with HBM4E based on its market-leading technological capabilities and manufacturing expertise,” said Ahn Hyun, President and Chief Development Officer, adding, “Through close collaboration with our partners, we will deliver the value needed in the market while reinforcing our technology leadership as a full-stack AI memory creator.”

About SK hynix Inc.

SK hynix Inc., headquartered in Korea, is the world’s top-tier semiconductor supplier offering Dynamic Random Access Memory chips (“DRAM”) and flash memory chips (“NAND flash”) for a wide range of distinguished customers globally. The Company’s shares are traded on the Korea Exchange, and the Global Depository shares are listed on the Luxembourg Stock Exchange. Further information about SK hynix is available at www.skhynix.com , news.skhynix.com .

Media Contact

SK hynix Inc.

Global Public Relations

Technical Leader

Youngwon Kim

E-Mail: global_pr@skhynix.com

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#HBM #AI #AI Memory #HBM4E #MR-MUF

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Marvell 2026年6月11日8-K文件

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发布时间早于日报 5 天摘要窗口。

标签

标的：`MRVL`来源：U.S. Securities and Exchange Commission发布日期：2026-06-11重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：1425

中文摘要

• Marvell披露原CFO Willem Meintjes自2026年6月15日起离任，并称其决定并非源于对公司运营、政策或实践的分歧。
• Daniel Durn辞去董事及审计委员会主席职务后，自2026年6月15日起担任CFO。
• 公司在同日新闻稿中重申第二财季2027财年财务展望。

英文原文

8-K

false 0001835632 0001835632 2026-06-10 2026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: June 10, 2026

(Date of earliest event reported)

MARVELL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40357

85-3971597

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1000 N. West Street , Suite 1200

Wilmington , Delaware 19801

(Address of principal executive offices, including Zip Code)

(302) 295-4840

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock

MRVL

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Financial Officer

On June 11, 2026, Marvell Technology, Inc. (the “Company”) announced that Willem Meintjes, the Company’s Chief Financial Officer and Executive Vice President, notified the Company on June 10, 2026 of his decision to resign from his position effective as of June 15, 2026. Mr. Meintjes has served as Chief Financial Officer since January 2023 and has informed the Company that the decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Although Mr. Meintjes will step down from all officer positions, he has agreed to remain available to the Company in an advisory capacity through April 17, 2027, to support an orderly transition of duties and responsibilities.

There were no new or amended compensatory arrangements with Mr. Meintjes in connection with his transition other than those previously disclosed.

Appointment of New Chief Financial Officer and Departure of Director

On June 10, 2026, Daniel Durn, a member of our board of directors (the “Board”) and Chair of the Audit Committee, resigned from the Board, including from all committees of the Board on which he served, effective immediately, and was subsequently appointed by the Board to serve as the Company’s Chief Financial Officer and Executive Vice President and principal financial officer, effective June 15, 2026.

Mr. Durn, 59, served as the Chief Financial Officer and an Executive Vice President, Finance, Technology, Security and Operations at Adobe Inc. from October 2021 to June 2026. Prior to holding those positions, Mr. Durn served as a Senior Vice President and Chief Financial Officer of Applied Materials, Inc., from August 2017 to October 2021, and he was Executive Vice President and Chief Financial Officer at NXP Semiconductors N.V. from December 2015 to August 2017 following its merger with Freescale Semiconductor Inc. (“Freescale”), where he was Senior Vice President and Chief Financial Officer prior to the merger. Before Freescale, he was Chief Financial Officer and Executive Vice President of Finance and Administration at GlobalFoundries Inc. Mr. Durn received his Master of Business Administration in Finance from Columbia Business School and graduated from the U.S. Naval Academy with a Bachelor of Science in Control Systems Engineering. He served in the Navy for six years, reaching the rank of lieutenant.

There are no family relationships between Mr. Durn and any director or executive officer of the Company and no arrangements or understandings with any other person pursuant to which he was selected as an officer. Mr. Durn has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, the Company established the following compensatory arrangements for Mr. Durn, as summarized below.

Mr. Durn’s annual base salary will be $850,000. He will be eligible to participate in the Company’s Annual Incentive Plan with a target annual incentive bonus of 120% of his annual base salary. Mr. Durn is eligible to receive a one-time cash sign-on bonus of $1,000,000, subject to the Company’s standard terms and conditions for sign-on bonuses. Mr. Durn has been designated a “Tier 2” participant in the Company’s Change in Control Severance Plan (“CIC Plan”) substantially in the form attached as Exhibit 10.12 to the Company’s Current Report on Form 10-Q filed with the SEC on August 29, 2025. In addition, he will receive grants of restricted stock units (“RSUs”) for the number of shares of Company common stock, as described below.

The equity awards described below were approved by the Compensation Committee under the Company’s Amended and Restated 1995 Stock Option Plan, subject to Mr. Durn’s commencement of employment and the terms of the applicable award agreements.

1.

25,877 RSUs for shares of common stock that vest over four (4) years from the grant date, with twenty-five percent (25%) vesting after one (1) year and the balance vesting quarterly over the following three (3) years, subject to continued service.

2.

25,877 RSUs for shares of common stock that vest in annual installments over two (2) years from the grant date, subject to continued service.

3.

25,877 RSUs for shares of common stock that vest in quarterly installments over one (1) year from the grant date, subject to continued service.

4.

25,877 Performance-based RSUs at target which will be earned based on the Company’s total shareholder return (“TSR”) performance relative to the S&P 500 Index over a performance period from April 15, 2026 to April 5, 2029, with payout capped at 200% of target and not exceeding 100% of target if absolute TSR is negative. The number of earned shares will be further adjusted by an EPS multiplier of up to 150% based on the Company’s Non-GAAP EPS compound annual growth rate relative to a peer group measured over the initial two-year portion of the performance period; provided that the product of (x) the relative TSR payout percentage and (y) the EPS multiplier will not exceed 250%. Any shares earned will vest on June 15, 2029, subject to continued service through that date.

The Company issued a press release regarding the matters described in this Item 5.02, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01

Regulation FD Disclosure.

The information contained in Item 7.01 of this report, including parts of Exhibit 99.1, shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the relevant parts of the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

On June 11, 2026, the Company issued a press release announcing its Chief Financial Officer transition and providing certain guidance information for the second quarter of fiscal year 2027.

A copy of the press release is furnished herewith as Exhibit 99.1 and the information under the heading “Reaffirming Second Quarter of Fiscal 2027 Financial Outlook” is deemed furnished and not filed.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release dated June 11, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARVELL TECHNOLOGY, INC.

Date: June 11, 2026

By:

/s/ Mark Casper

Mark Casper

Executive Vice President, Chief Legal Officer and Secretary

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Chip ETFs to Buy as Broadcom Sinks Over 10% Despite Q2 Earnings Beat

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Chip ETFs to Buy as Broadcom Sinks Over 10% Despite Q2 Earnings Beat

Chip ETFs to Buy as Broadcom Sinks Over 10% Despite Q2 Earnings Beat

Aparajita Dutta

June 5, 2026 4 min read

• AVGO

-0.28%

• SOXQ

+0.09%

• SOXX

-0.06%

• SMH

+0.54%

• FTXL

-0.51%

Shares of Broadcom Inc. AVGO plunged nearly 13% on June 4, 2026, despite the company announcing upbeat second-quarter fiscal 2026 results. The tech giant's infrastructure software revenues totaled $7.18 billion and grew 9% year over year, but fell short of analysts' expectations of $7.32 billion (as cited in CNBC). This shortfall may have weighed on investor sentiment and was reflected in the chipmaker's decline in the latest trading session.

This may encourage investors seeking exposure to AVGO to consider buying on the dip, particularly as the company's AI semiconductor revenues are expected to exceed $100 billion in fiscal 2027.

However, single-stock investing inherently exposes your portfolio to concentrated corporate vulnerabilities. In the case of AVGO, the explosive growth of its custom AI application-specific integrated circuit (ASIC) business comes with a distinct catch: lower profit margins. Notably, the company's fiscal second-quarter gross margin suffered a loss of 230 basis points year over year, primarily owing to its semiconductor business.

This margin pressure, compounded by slowing growth in the highly profitable infrastructure software segment that missed Wall Street expectations, threatens the cash-generating engine that supports Broadcom's capital-intensive AI strategy.

For investors looking to capitalize on AVGO's better-than-expected revenue growth from its AI business without being fully exposed to the company-specific challenges, a more prudent strategy would be to invest in semiconductor exchange-traded funds (ETFs) with significant exposure to this chipmaker.  This approach should help mitigate risks from customer concentration, such as Broadcom's reliance on a handful of hyperscale clients, or geopolitical factors like recent government scrutiny of its customer Anthropic.

But before diving straight into these ETFs, let us review AVGO's overall performance in the fiscal second quarter.

A Brief Analysis of AVGO's Q2 Results

Broadcom's second-quarter fiscal 2026 adjusted earnings per share surpassed the Zacks Consensus Estimate by 1.7%, while its revenues beat the consensus mark by a whisker.

Its AI revenues more than doubled on a year-over-year basis.

AVGO ended the fiscal second quarter with an inventory of $3.4 billion as it continued to secure components to support strong AI demand.

Its Semiconductor Solutions segment registered record revenues worth $15 billion, which reflected a 79% year-on-year growth driven by AI.

AVGO expects to generate infrastructure software revenues of approximately $8.9 billion in the fiscal third quarter, suggesting an improvement of 31% year over year.

Story Continues

The company expects its AI revenues to triple in the fiscal third quarter to $16 billion, falling short of Wall Street's consensus forecast of approximately $17.2 billion.

However, AVGO expects its quarterly gross margin to shrink to 74%.

As Broadcom seeks to deliver high-performance compute capacity at the lowest possible cost and power consumption for leading AI frontier labs, including Anthropic and OpenAI, it is developing the AI XPV platform with Apollo, Blackstone and other major investors with the aim to deploy more than 20 gigawatts of compute capacity by 2028.

Broadcom-Heavy ETFs to Buy

Invesco PHLX Semiconductor ETF SOXQ

This fund, with a market value worth $2.63 billion, offers exposure to the 31 largest U.S.-listed securities of companies engaged in the semiconductor business. Of these, AVGO holds the fourth spot, with a 7.76% share of the fund.

SOXQ has surged 92.3% year to date. The fund charges 19 basis points (bps) as fees and sports a Zacks ETF Rank #1 (Strong Buy). It traded at a good volume of 4.79 million shares in the last trading session.

VanEck Semiconductor ETF SMH

This fund, with net assets worth $71.71 billion, provides exposure to 26 companies involved in semiconductor production and equipment. Of these, AVGO holds the sixth spot, with a 6.44% share of the fund.

SMH has soared 74.3% year to date. The fund charges 35 bps as fees and sports a Zacks ETF Rank #1. It traded at a good volume of 10.40 million shares in the last trading session.

iShares Semiconductor ETF SOXX

This fund, with net assets worth $40.47 billion, offers exposure to 30 U.S. companies that design, manufacture, and distribute semiconductors. Of these, AVGO holds the fourth spot, with a 6.11% share of the fund.

SOXX has skyrocketed 100.1% year to date. The fund charges 34 bps as fees and sports a Zacks ETF Rank #1.  It traded at a good volume of 11.41 million shares in the last trading session.

First Trust NASDAQ Semiconductor ETF FTXL

This fund, with net assets worth $2.66 billion, provides exposure to 34 U.S. semiconductor companies. Of these, AVGO holds the fifth spot, with a 5.94% share of the fund.

FTXL has skyrocketed 110.8% year to date. The fund charges 60 bps as fees and sports a Zacks ETF Rank 1. It traded at a volume of 0.21 million shares in the last trading session.

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Invesco PHLX Semiconductor ETF (SOXQ): ETF Research Reports

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Should You Invest in the Invesco Semiconductors ETF (PSI)?

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Should You Invest in the Invesco Semiconductors ETF (PSI)?

Should You Invest in the Invesco Semiconductors ETF (PSI)?

Should You Invest in the Invesco Semiconductors ETF (PSI)? · Zacks

Zacks Equity Research

June 2, 2026 3 min read

• PSI

-0.03%

• IVZ

+1.29%

Launched on June 23, 2005, the Invesco Semiconductors ETF (PSI) is a passively managed exchange traded fund designed to provide a broad exposure to the Technology - Semiconductors segment of the equity market.

While an excellent vehicle for long term investors, passively managed ETFs are a popular choice among institutional and retail investors due to their low costs, transparency, flexibility, and tax efficiency.

Sector ETFs are also funds of convenience, offering many ways to gain low risk and diversified exposure to a broad group of companies in particular sectors. Technology - Semiconductors is one of the 16 broad Zacks sectors within the Zacks Industry classification. It is currently ranked 1, placing it in top 6%.

Index Details

The fund is sponsored by Invesco. It has amassed assets over $2.54 billion, making it one of the larger ETFs attempting to match the performance of the Technology - Semiconductors segment of the equity market. PSI seeks to match the performance of the Dynamic Semiconductor Intellidex Index before fees and expenses.

The Dynamic Semiconductor Intellidex Index is comprised of stocks of semiconductor companies. The Index is designed to provide capital appreciation by thoroughly evaluating companies based on a variety of investment merit criteria, including fundamental growth, stock valuation, investment timeliness and risk factors.

Costs

Investors should also pay attention to an ETF's expense ratio. Lower cost products will produce better results than those with a higher cost, assuming all other metrics remain the same.

Annual operating expenses for this ETF are 0.56%, making it on par with most peer products in the space.

It has a 12-month trailing dividend yield of 0.05%.

Sector Exposure and Top Holdings

ETFs offer a diversified exposure and thus minimize single stock risk but it is still important to delve into a fund's holdings before investing. Most ETFs are very transparent products and many disclose their holdings on a daily basis.

This ETF has heaviest allocation in the Information Technology sector -- about 100% of the portfolio.

Looking at individual holdings, Kla Corp (KLAC) accounts for about 5.28% of total assets, followed by Advanced Micro Devices Inc (AMD) and Broadcom Inc (AVGO).

The top 10 holdings account for about 46.23% of total assets under management.

Performance and Risk

The ETF has added about 94.82% and is up about 201.85% so far this year and in the past one year (as of 06/02/2026), respectively. PSI has traded between $53.08 and $161.63 during this last 52-week period.

Story Continues

The ETF has a beta of 1.78 and standard deviation of 37.59% for the trailing three-year period, making it a high risk choice in the space. With about 32 holdings, it has more concentrated exposure than peers.

Alternatives

Invesco Semiconductors ETF holds a Zacks ETF Rank of 1 (Strong Buy), which is based on expected asset class return, expense ratio, and momentum, among other factors. Because of this, PSI is a great option for investors seeking exposure to the Technology ETFs segment of the market. There are other additional ETFs in the space that investors could consider as well.

iShares Semiconductor ETF (SOXX) tracks PHLX SOX Semiconductor Sector Index and the VanEck Semiconductor ETF (SMH) tracks MVIS US Listed Semiconductor 25 Index. iShares Semiconductor ETF has $38.76 billion in assets, VanEck Semiconductor ETF has $68.57 billion. SOXX has an expense ratio of 0.34%, and SMH charges 0.35%.

Bottom Line

To learn more about this product and other ETFs, screen for products that match your investment objectives and read articles on latest developments in the ETF investing universe, please visit Zacks ETF Center.

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Is First Trust NASDAQ Semiconductor ETF (FTXL) a Strong ETF Right Now?

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Is First Trust NASDAQ Semiconductor ETF (FTXL) a Strong ETF Right Now?

Is First Trust NASDAQ Semiconductor ETF (FTXL) a Strong ETF Right Now?

Is First Trust NASDAQ Semiconductor ETF (FTXL) a Strong ETF Right Now? · Zacks

Zacks Equity Research

June 2, 2026 3 min read

• FTXL

-0.51%

A smart beta exchange traded fund, the First Trust NASDAQ Semiconductor ETF (FTXL) debuted on 09/20/2016, and offers broad exposure to the Technology ETFs category of the market.

What Are Smart Beta ETFs?

For a long time now, the ETF industry has been flooded with products based on market capitalization weighted indexes, which are designed to represent the broader market or a particular market segment.

A good option for investors who believe in market efficiency, market cap weighted indexes offer a low-cost, convenient, and transparent way of replicating market returns.

There are some investors, though, who think it's possible to beat the market with great stock selection; this group likely invests in another class of funds known as smart beta, which track non-cap weighted strategies.

Based on specific fundamental characteristics, or a combination of such, these indexes attempt to pick stocks that have a better chance of risk-return performance.

While this space offers a number of choices to investors, including simplest equal-weighting, fundamental weighting and volatility/momentum based weighting methodologies, not all these strategies have been able to deliver superior results.

Fund Sponsor & Index

FTXL is managed by First Trust Advisors, and this fund has amassed over $2.5 billion, which makes it one of the larger ETFs in the Technology ETFs. FTXL seeks to match the performance of the Nasdaq US Smart Semiconductor Index before fees and expenses.

The Nasdaq US Smart Semiconductor Index is a modified factor weighted index, designed to provide exposure to US companies within the semiconductor industry.

Cost & Other Expenses

When considering an ETF's total return, expense ratios are an important factor. And, cheaper funds can significantly outperform their more expensive cousins in the long term if all other factors remain equal.

Operating expenses on an annual basis are 0.60% for this ETF, which makes it on par with most peer products in the space.

FTXL's 12-month trailing dividend yield is 0.13%.

Sector Exposure and Top Holdings

ETFs offer diversified exposure and thus minimize single stock risk, but it is still important to delve into a fund's holdings before investing. Most ETFs are very transparent products and many disclose their holdings on a daily basis.

Representing 100% of the portfolio, the fund has heaviest allocation to the Information Technology sector.

When you look at individual holdings, Intel Corporation (INTC) accounts for about 8.89% of the fund's total assets, followed by Nvidia Corporation (NVDA) and Broadcom Inc. (AVGO).

Story Continues

Its top 10 holdings account for approximately 60.46% of FTXL's total assets under management.

Performance and Risk

Year-to-date, the First Trust NASDAQ Semiconductor ETF return is roughly 100.06% so far, and was up about 215.43% over the last 12 months (as of 06/02/2026). FTXL has traded between $86.19 $262.95 in this past 52-week period.

The ETF has a beta of 1.69 and standard deviation of 35.67% for the trailing three-year period. With about 35 holdings, it has more concentrated exposure than peers .

Alternatives

First Trust NASDAQ Semiconductor ETF is an excellent option for investors seeking to outperform the Technology ETFs segment of the market. There are other ETFs in the space which investors could consider as well.

iShares Semiconductor ETF (SOXX) tracks PHLX SOX Semiconductor Sector Index and the VanEck Semiconductor ETF (SMH) tracks MVIS US Listed Semiconductor 25 Index. iShares Semiconductor ETF has $38.76 billion in assets, VanEck Semiconductor ETF has $68.57 billion. SOXX has an expense ratio of 0.34% and SMH changes 0.35%.

Investors looking for cheaper and lower-risk options should consider traditional market cap weighted ETFs that aim to match the returns of the Technology ETFs

Bottom Line

To learn more about this product and other ETFs, screen for products that match your investment objectives and read articles on latest developments in the ETF investing universe, please visit Zacks ETF Center.

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The Semiconductor Play Nobody Owns Just Lapped Wall Street’s Biggest Names

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标的：`PSI`来源：24/7 Wall St.发布日期：2026-05-31重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：1484

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The Semiconductor Play Nobody Owns Just Lapped Wall Street’s Biggest Names

The Semiconductor Play Nobody Owns Just Lapped Wall Street’s Biggest Names

Austin Smith

June 1, 2026 8 min read

• NVDA

+4.03%

• ^GSPC

+0.42%

• MU

-1.24%

• LRCX

-0.80%

• INTC

-2.40%

Quick Read

• Invesco Semiconductors ETF (PSI) gained 104.96% from Dec 31, 2025 to May 26, 2026, dramatically outperforming the S&P 500's 10.07% and iShares Semiconductor ETF's 89.42% due to its equal-weight structure holding 3.86% in Nvidia instead of the typical megacap concentration, with top holdings in Micron Technology (MU), Lam Research (LRCX), and Intel (INTC) that benefited from surging memory chip pricing and semiconductor capital equipment spending.

• PSI's exceptional 2026 performance reflected the broadening of AI capital spending beyond megacap GPU designers to memory makers and equipment suppliers, a structural tailwind that is already largely priced in at current valuations, making future gains dependent on sustained memory pricing strength and hyperscaler capex momentum.

• Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Invesco Semiconductors ETF didn't make the cut. Grab the names FREE today .

A $10,000 position in Invesco Semiconductors ETF ( NASDAQ:PSI ) on the last trading day of 2025 was worth ~$20,496 by the close on May 26, 2026, and that is the kind of arithmetic that ruins dinner parties. Your brother-in-law at Goldman is up 10.07% in the S&P 500. Your friend who only buys the Nasdaq 100 through Invesco QQQ Trust ( NASDAQ:QQQ ) is up 18.88%. The hedge fund manager at the end of the table, the one who keeps mentioning his Sharpe ratio, is somewhere in between. And the cheapest, most boring sleeve of a semiconductor ETF that almost nobody at those tables holds is up 104.96% in not quite five months.

That is the headline. The mechanism is the more interesting part, and so is the question of whether a reader who shows up to the chart in late May 2026 is buying the same setup or a much more expensive version of it.

The Arithmetic, On A Specific Day, In Plain Dollars

PSI opened 2026 at an adjusted price of $78.86 on the December 31, 2025 close. It traded at $161.63 on the May 26, 2026 close, including a 5.13% single-session move on the way there. So $10,000 became ~$20,496, or roughly a double in ~100 trading days. That is total return on an adjusted basis. The figure does not require a cherry-picked entry inside the window, because the window starts on the calendar year boundary. It is the boring, defensible version of the headline.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Invesco Semiconductors ETF didn't make the cut. Grab the names FREE today .

Stretch the lens out and the picture is louder. PSI is up 217.23% over the trailing year, 298.59% over five years, and 1,793.3% over ten. The Motley Fool ran the numbers in late 2025 and noted that $100 invested ten years ago was worth ~$920 today, an 820% total return versus the S&P 500's 233%. None of this is leverage. PSI is a plain, unlevered, fully invested basket.

Story Continues

The benchmark comparison is what gives the 2026 number its edge. iShares Semiconductor ETF ( NASDAQ:SOXX ), the cap-weighted competitor most institutions actually own, is up 89.42% year to date. That is an enormous number on its own. PSI still has ~15 percentage points on it. Against the S&P 500 the gap is closer to 95 percentage points. There are not many active equity funds in the world that are going to print that kind of relative number in 2026, which is the reason the title of the article uses the phrase it uses.

Why PSI And Not One Of The Famous Semi ETFs

The mechanism here is mostly one structural choice. PSI equal-weights ~30 semiconductor companies tracked through the Dynamic Semiconductor Intellidex Index. Cap-weighted funds like SOXX and the VanEck Semiconductor ETF lean hard on the largest two or three names, which in practice means a very large slug of the two biggest megacap chip designers does most of the work. PSI carries only 3.86% in NVIDIA, which sounds like a handicap until you notice what 2026 has actually rewarded.

Memory chips and semiconductor capital equipment. Those are the two pockets the equal weight forces you into, and they are the two pockets that PineBridge and others spent the late-2025 outlook season flagging. PineBridge's 2026 equity piece called out a rebound in memory and continued investments in advanced logic, with wafer fabrication equipment spending expected to rise on the back of those two threads. PSI's top weights have sat on Micron Technology, Lam Research, and Intel, which is to say, the memory cycle and the "pick and shovel" toolmakers. When those two pockets run, an equal-weight semis ETF outruns a cap-weighted one because the cap-weighted one is mostly concentrated in the single largest GPU designer.

The second piece of the mechanism is the AI capex story finally broadening out from the obvious winners. JPMorgan's 2026 outlook framed it directly, with tech sectors accounting for 36% of S&P 500 earnings and 56% of the index's capital spending growth over the last 12 months. That spending is not staying inside the megacap GPU designer. It is flowing to the people who build the memory, the etch tools, the deposition tools, the test equipment, and the specialty foundries. PSI's TradingView writeup in late April flagged a 182.6% surge from its 52-week low, attributing the run to the AI boom and the domestic chip production push. A Tower Semiconductor holding inside the basket was up 444% on a 12-month basis on the strength of defense radar and supply-chain reshoring work.

So the engine is identifiable. Equal weight plus a sector tailwind that rewards the second and third tier of names more than the megacap. The expense ratio is 0.56%, AUM is ~$1.29 billion, and the beta is 1.58. None of those numbers are unusual for the category. The performance came from holdings.

What A Reader Buying In Late May 2026 Is Actually Buying

This is the part the dinner-party victory lap leaves out. PSI rose 13% in the past week and 19.85% in the past month. SOXX rose 14.77% in the past week. Anything moving that fast is pricing in a lot of forward good news before the news lands. Morningstar's 2026 outlook tracks its Global Next Generation AI Index against fair value and notes the index sits above fair value, having ranged from 74% to 114% of fair value since 2023. An Intellectia AI valuation note from early April put PSI itself in the "fair" zone based on forward P/S ratio versus its 5-year average, with the caveat that the level "seems unsustainable despite strong revenue growth." That was 47 dollars ago on the chart.

The conditions that produced the run are mostly still in place. Wafer fab equipment spending is still expected to grow. Memory pricing has not rolled. The reshoring story still has years of capex behind it. PineBridge's view of ~25% annual growth in datacenter equipment for the next four to five years, anchored to electrical infrastructure constraints, is the kind of structural call that has held up across multiple outlook cycles. The setup is intact. It is also a lot more expensive than it was on January 2.

Three indicators are worth watching from here, all of them observable without a Bloomberg terminal. First, the memory pricing tape, because contract DRAM and NAND pricing from the largest US memory maker is what makes the largest single weight in PSI move. Second, the quarterly capex guidance from the hyperscalers and from TSMC, because that capex is the order book for the major wafer fab equipment toolmakers. Third, the Philadelphia Semiconductor Index, which is what SOXX is built around, because if SOXX rolls, PSI is going to roll harder given its higher beta. Vanguard's 2026 piece flagged that AI investment's outsized contribution to economic growth represents the key risk factor in 2026, which is a polite way of saying that if AI capex blinks, semis blink first.

The honest read is that PSI's 2026 was earned, and that the mechanism is identifiable and largely structural. The fund did exactly what it was built to do during a regime that happened to suit it. That is the durable part. The part that will not repeat on the same scale is the starting price. You can still own the mechanism. You cannot still own the entry. Watch memory pricing and watch hyperscaler capex, because that is where the next leg, up or down, is going to show up first.

Act now: the analyst who called NVIDIA in 2010 just named his top 10 AI stocks — and Invesco Semiconductors ETF didn't make the cut. Grab the names FREE today .

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NVIDIA Vera Rubin进入全面量产爬坡

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标的：`NVDA`来源：NVIDIA发布日期：2026-05-31重要性：未评级

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• NVIDIA 表示 Vera Rubin 平台进入全面量产爬坡，供应链覆盖30个国家、350多家工厂，其中台湾合作伙伴约150家。
• Spectrum-X Ethernet Photonics已进入生产；Vera Rubin整机生产出货计划从2026年秋季开始。
• 公司列出的系统、基础设施与存储合作伙伴包括 Dell、HPE、Lenovo、Supermicro、Foxconn、Quanta、Wistron、Wiwynn 等。

英文原文

NVIDIA Vera Rubin Ramps Into Full Production to Power Agentic AI Factories Worldwide

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After Three Years of Tracking the AI Capex Cycle These 3 Semiconductor ETFs Sit on Top of the Trade

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标的：`FTXL`来源：24/7 Wall St.发布日期：2026-05-29重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：1255

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After Three Years of Tracking the AI Capex Cycle These 3 Semiconductor ETFs Sit on Top of the Trade

After Three Years of Tracking the AI Capex Cycle These 3 Semiconductor ETFs Sit on Top of the Trade

David Beren

May 29, 2026 6 min read

• SMH

+0.54%

• ASML.AS

-2.11%

• LRCX

-0.80%

• SOXX

-0.06%

• FTXL

-0.51%

Quick Read

• iShares Semiconductor ETF (SOXX) tracks 30 U.S.-listed chip stocks with a 0.34% expense ratio and returned 87% year-to-date by capturing broad supplier exposure to the AI capex cycle; VanEck Semiconductor ETF (SMH) concentrates on 25 names including Taiwan Semi (9%), ASML, and Lam Research with 4% Netherlands and 9% Taiwan exposure, returning 65% year-to-date; First Trust Nasdaq Semiconductor ETF (FTXL) uses factor-weighted screening to emphasize semicap equipment and memory stocks including Micron and Credo, returning 99% year-to-date at a 0.60% fee with $1.48B in assets.

• Hyperscaler AI capital spending projected near 25% annual growth through 2030 is distributing dollars across the semiconductor supply chain from chip designers to foundries to lithography equipment makers, and each ETF captures different layers of this structural shift.

• The analyst who called NVIDIA in 2010 just named his top 10 stocks and First Trust NASDAQ Semiconductor ETF wasn't one of them. Get them here FREE .

After three years of hyperscaler capital spending feeding through to chip designers, foundry capacity, and lithography backlogs, the semiconductor ETF complex has separated into distinct buckets. iShares Semiconductor ETF ( NASDAQ:SOXX ), VanEck Semiconductor ETF ( NASDAQ:SMH ), and First Trust Nasdaq Semiconductor ETF ( NASDAQ:FTXL ) are the three broad U.S.-listed vehicles that capture the trade in clean, liquid form. They differ in construction, and that difference has produced a wide spread in performance during the current cycle.

Goldman Sachs Asset Management's 2026 outlook frames the backdrop bluntly: the AI capex boom is "driving business and investment activity" while the rest of the U.S. economy softens. PineBridge and MetLife describe datacenter equipment growth as "essentially locked in for the next four to five years" with annual growth near 25%. That is the structural setup behind the three funds below.

SOXX: The Largest, Broadest Way to Own the Cycle

SOXX tracks the NYSE Semiconductor Index, a modified market-cap weighted basket of 30 U.S.-listed chip names. The investment logic is straightforward: AI capex is a flow of dollars moving from a small group of hyperscalers to a wide set of suppliers, and SOXX owns enough of that supplier base to capture the cycle without making a single-name bet. The fund's expense ratio runs at 0.34%, with the fact sheet referenced as of March 2026.

The analyst who called NVIDIA in 2010 just named his top 10 stocks and First Trust NASDAQ Semiconductor ETF wasn't one of them. Get them here FREE .

Story Continues

The modified weighting matters, as a pure cap weighting would allow NVIDIA to dominate to a degree that resembles holding a single stock. The cap on top names spreads exposure into equipment makers and analog franchises that benefit from the same capex wave through a different mechanism. On the positive side, SOXX is up roughly 87% year-to-date and 180% over the trailing year, mirroring the trajectory of hyperscaler order books since the deepseek-driven reset early last year.

The trade-off: SOXX is U.S.-listed only, so there is no direct exposure to ASML or TSMC. However, investors who view the lithography and foundry layers as the truest bottleneck in the AI buildout will find that exclusion meaningful.

SMH: Concentrated Exposure to the Choke Points

SMH tracks the MarketVector US Listed Semiconductor 10% Capped Screened Index and holds 25 names. The fund carries $6.3 billion in net assets with an expense ratio of 0.35%. The point of owning SMH rather than SOXX is the willingness to let the largest, most capacity-constrained companies drive returns.

The top holdings as of May 27, 2026, are NVIDIA at 16%, Taiwan Semi at 9%, Intel at 8%, Advanced Micro Devices at 7%, and Broadcom at 7%. Micron sits at 6%. Equipment names, including ASML, Lam Research, and Applied Materials, make up around 12% of the fund. Geographically, about 4% sits in the Netherlands and 9% in Taiwan, reflecting exposure to the foundry and lithography links of the chain that SOXX skips.

As it stands, SMH returned 65% year-to-date and 152% over one year, lagging SOXX in 2026, but the lag tracks the way capital has rotated within the cycle. Memory and equipment names have outrun the largest cap-weighted incumbents over the past several months, and SMH's heavier top-5 concentration has worked against it during that rotation. As Eric Jhonsa put it on a recent podcast, "demand keeps staying ahead of supply" , which has favored capacity providers over the design layer.

The trade-off is concentration: a bad quarter from AMD or Broadcom moves SMH in a way it would not move SOXX, and international tickers add a second layer of geopolitical sensitivity around Taiwan and export controls.

FTXL: The Smart-Beta Outsider That Has Quietly Led the Group

FTXL represents our value play here. This fund tracks Nasdaq's unique AlphaDEX index, which ranks chip stocks by growth, value, and momentum metrics and then groups them into tier-weighted buckets. Its structural management fee sits right at 0.60%, marking it the costliest option among these choices. According to its latest official regulatory filing, the product managed roughly $1.48 billion in total investor assets as of the close of March.

That construction is what makes FTXL relevant to the AI capex theme rather than a generic diversified bet. The factor screen pulls in semicap equipment, memory, and connectivity names at weightings that the cap-weighted indexes underemphasize. As of March 31, 2026, top positions included NVIDIA at 8%, Intel at 8%, Broadcom at 8%, Qualcomm at 8%, and Micron at 7%. The portfolio extends to 34 holdings, including KLA, Marvell, ON Semiconductor, Astera Labs, and Credo, names that benefit from datacenter interconnect and advanced packaging spend.

The performance has been a surprise to the group. FTXL returned 99% year-to-date and 219% over the trailing 12 months. Memory rebound, semicap order strength, and recovery in second-tier analog names have all rewarded the factor tilt. That outperformance does not annualize cleanly into a thesis, and the fund's smaller AUM and 0.60% fee are real costs.

The tradeoff: factor methodologies rebalance on a schedule, which can mean trimming winners that the cap-weighted indexes keep riding. FTXL also concentrates on roughly the same names as SOXX and SMH at the top, so the diversification benefit is structural rather than dramatic.

Choosing Between the Three

The decision rests on which part of the AI capex chain an investor wants exposure to. SOXX is the default broad vehicle, leaning toward U.S.-listed designers and integrated manufacturers, and the largest pool of capital. SMH provides direct exposure to the foundry and lithography sectors through TSMC and ASML, with a concentration that cuts both ways. FTXL leans into semicap equipment, memory, and emerging interconnect names through a factor screen, with a higher fee and a smaller asset base, but a 2026 return profile that has run ahead of the two larger funds.

NVIDIA's own framing, that AI capex grows "3x to 4x" by the end of the decade, sets a long runway. Each of these three funds expresses a different view on which part of that spending compounds fastest.

The analyst who called NVIDIA in 2010 just named his top 10 AI stocks

This analyst's 2025 picks are up 106% on average. He just named his top 10 stocks to buy in 2026. Get them here FREE .

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The Most-Compared ETFs Right Now — And What They Reveal

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标的：`FTXL`, `PSI`来源：etf.com发布日期：2026-05-28重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：1127

中文摘要

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英文原文

The Most-Compared ETFs Right Now — And What They Reveal

The Most-Compared ETFs Right Now — And What They Reveal

ETF.com Staff

May 29, 2026 6 min read

• QQQ

+0.32%

• SOXL

-0.10%

balance Every month, tens of thousands of investors come to ETF.com not to read about ETFs—but to compare them head to head. The ETF Comparison Tool lets users stack any two (or three) funds side by side across costs, performance, holdings, and flows. Over the last 28 days, 96,861 users ran a pure ticker-vs-ticker comparison on our tool. What they searched tells a story about where investor attention—and anxiety—is right now.

Semiconductors Are the Runaway #1 Theme

Nothing comes close. The single most-searched matchup on the entire site is SMH vs. SOXX , with 2,478 active users—more than double the next most popular pair. Semiconductor ETFs dominate the top of the list in a way no other category does.

The matchup map is deep: SMH vs. QQQ (1,153 users), SMH vs. SOXQ (896), SOXQ vs. SOXX (708), QQQ vs. SOXX (367), SOXL vs. SOXX (367), SMH vs. CHPS (193), DRAM vs. SMH (151). When you add up every comparison that includes a semiconductor ETF, it's the most-trafficked category on the tool by a wide margin—likely north of 9,000 users in the period.

The debate isn't just VanEck vs. iShares. Investors are drilling down: broad semis vs. leveraged semis, pure-play chip designers vs. the full supply chain, large-cap leaders vs. smaller names in PSI and FTXL . The semiconductor trade is alive, contested, and highly researched.

The Growth ETF Wars

The second biggest storyline is a four-way fight between SCHG , VUG , QQQM , and QQQ . Investors are trying to figure out which growth ETF deserves the core slot in their portfolio—and they're not finding an obvious answer.

SCHG vs. QQQM drew 917 users. QQQM vs. VGT pulled 809. QQQ vs. VUG got 743. VUG vs. QQQM attracted 717. SCHG vs. VUG : 620. VUG vs. VGT : 587. QQQ vs. VGT : 581. The three-way matchup VUG vs. QQQM vs. SCHG added another 459.

What's notable is how often SCHG appears. Schwab's large-cap growth fund has quietly become a serious challenger to QQQ for cost-conscious investors, and the comparison traffic reflects that. SCHG 's 0.04% expense ratio versus QQQ 's 0.20% is a conversation that 2,000+ users a month are actively having.

Core Portfolio Fundamentals Still Drive Volume

Amid all the thematic excitement, the bread-and-butter comparisons remain extremely popular. QQQ vs. SPY (771 users), VTI vs. VOO (706), IVV vs. VOO (587), QQQ vs. VOO (583), SPY vs. IVV (566)—these are the "which foundational ETF should I own" questions that never go out of style.

The QQQ vs. QQQM comparison (629 users) deserves special mention. These are essentially the same index at different price points, but investors are clearly still working through whether the switch makes sense for their situation. At this volume, it's one of the most practically useful comparisons on the tool.

Story Continues

Nuclear Energy: The Sleeper Hit

One of the more surprising findings in the data is how actively investors are researching uranium and nuclear ETFs. URA vs. NLR drew 459 users—more than many mainstream equity matchups. NLR vs. URNM pulled 355. URA vs. URNM : 291. URNM vs. URA : 168. NLR vs. URA : 143. URNJ vs. URNM : 80.

That's a niche category generating well over 1,500 comparison sessions. For a theme most investors couldn't have named three years ago, nuclear is getting serious due diligence. The nuances matter to this crowd: physical uranium vs. uranium miners, pure-play vs. diversified nuclear, large producers vs. junior miners.

Momentum Has a Moment

SPMO —Invesco's S&P 500 Momentum ETF—appears in six different matchups across the top of the data. VOO vs. SPMO (570), QQQ vs. SPMO (569), QQQM vs. SPMO (538), VGT vs. SPMO (288), SPY vs. RSP (567). Investors are stress-testing momentum against their core holdings, asking whether chasing factor performance makes sense at this point in the cycle.

The RSP comparison is a related tell: equal-weight vs. cap-weight (567 users) is a question that resurfaces whenever concentration risk is on investors' minds. When the top 10 names in the S&P 500 account for a record share of the index, the equal-weight alternative starts looking interesting—at least interesting enough to compare.

AI and Robotics: Still Being Figured Out

The AI ETF category is generating real comparison traffic, but the matchups suggest investors are still sorting out which funds belong in which bucket. AIQ vs. BOTZ: 512 users. BOTZ vs. ARKQ: 330. BOTZ vs. ROBO: 253. BOTZ vs. AIQ: 185. AIQ vs. CHAT: 267. IRBO vs. BOTZ: 131.

BOTZ shows up as the reference point—the ETF everyone else gets compared to. But the high volume across multiple AI/robotics pairs suggests this is a category where investors haven't landed on a consensus pick. That's an opportunity for editorial clarity.

Defense Goes Mainstream

Defense ETF comparisons spiked in ways consistent with investors responding to geopolitical headlines. XAR vs. PPA: 253 users. XAR vs. ITA: 196. SHLD vs. ITA: 185. PPA vs. ITA: 133. These aren't abstract research queries—they read like investors actively deciding where to put new money in a sector they've recently decided to own.

Space ETFs show up nearby: UFO vs. ARKX (352), NASA vs. UFO (111), UFO vs. ROKT (68). The overlap with defense themes—several space ETFs hold significant aerospace and defense names—suggests some investors are treating the two categories as adjacent bets.

Cash and Short-Duration Bonds: Not Going Anywhere

Despite rate cut expectations, investors are still actively comparing their cash-parking options. TBIL vs. SGOV : 384 users. SGOV vs. BIL : 319. VBIL vs. SGOV : 296. BOXX vs. SGOV : 139. BIL vs. SGOV : 79.

The BOXX comparison is notable—it signals that some investors are now aware of the more exotic cash-management structures and are doing genuine due diligence on them. The T-bill ETF category has matured from a novelty into a crowded, actively-researched space.

What the Data Tells Us

Taken together, the comparison traffic over the last 28 days paints a picture of an investor base that is engaged, specific, and often ahead of the mainstream narrative. Semiconductors are being researched at a depth that goes well beyond "I want chip exposure." Growth ETFs are being evaluated on cost and construction, not just performance. Nuclear energy has graduated from talking point to portfolio consideration.

The comparison tool is, in a sense, a live map of investor decision-making—not what people bought, but what they were thinking about buying. Right now, they're thinking hard about chips, growth factors, nuclear power, and momentum. We'll keep tracking it.

Find other ETF Comparisons using ETF.com's ETF Comparison Tool

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Should You Invest in the First Trust NASDAQ Semiconductor ETF (FTXL)?

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标的：`FTXL`来源：Zacks发布日期：2026-05-19重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：652

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英文原文

Should You Invest in the First Trust NASDAQ Semiconductor ETF (FTXL)?

Should You Invest in the First Trust NASDAQ Semiconductor ETF (FTXL)?

Should You Invest in the First Trust NASDAQ Semiconductor ETF (FTXL)? · Zacks

Zacks Equity Research

May 19, 2026 3 min read

• FTXL

-0.51%

Looking for broad exposure to the Technology - Semiconductors segment of the equity market? You should consider the First Trust NASDAQ Semiconductor ETF (FTXL), a passively managed exchange traded fund launched on September 20, 2016.

Retail and institutional investors increasingly turn to passively managed ETFs because they offer low costs, transparency, flexibility, and tax efficiency; these kind of funds are also excellent vehicles for long term investors.

Additionally, sector ETFs offer convenient ways to gain low risk and diversified exposure to a broad group of companies in particular sectors. Technology - Semiconductors is one of the 16 broad Zacks sectors within the Zacks Industry classification. It is currently ranked 2, placing it in top 13%.

Index Details

The fund is sponsored by First Trust Advisors. It has amassed assets over $2.19 billion, making it one of the larger ETFs attempting to match the performance of the Technology - Semiconductors segment of the equity market. FTXL seeks to match the performance of the Nasdaq US Smart Semiconductor Index before fees and expenses.

The Nasdaq US Smart Semiconductor Index is a modified factor weighted index, designed to provide exposure to US companies within the semiconductor industry.

Costs

Since cheaper funds tend to produce better results than more expensive funds, assuming all other factors remain equal, it is important for investors to pay attention to an ETF's expense ratio.

Annual operating expenses for this ETF are 0.6%, making it on par with most peer products in the space.

It has a 12-month trailing dividend yield of 0.15%.

Sector Exposure and Top Holdings

While ETFs offer diversified exposure, which minimizes single stock risk, a deep look into a fund's holdings is a valuable exercise. And, most ETFs are very transparent products that disclose their holdings on a daily basis.

This ETF has heaviest allocation in the Information Technology sector -- about 100% of the portfolio.

Looking at individual holdings, Intel Corporation (INTC) accounts for about 8.89% of total assets, followed by Nvidia Corporation (NVDA) and Broadcom Inc. (AVGO).

The top 10 holdings account for about 60.46% of total assets under management.

Performance and Risk

The ETF return is roughly 77.34% so far this year and was up about 169.1% in the last one year (as of 05/19/2026). In that past 52-week period, it has traded between $81.51 and $248.97.

The ETF has a beta of 1.69 and standard deviation of 35.66% for the trailing three-year period. With about 35 holdings, it has more concentrated exposure than peers.

Story Continues

Alternatives

First Trust NASDAQ Semiconductor ETF holds a Zacks ETF Rank of 1 (Strong Buy), which is based on expected asset class return, expense ratio, and momentum, among other factors. Because of this, FTXL is a great option for investors seeking exposure to the Technology ETFs segment of the market. There are other additional ETFs in the space that investors could consider as well.

iShares Semiconductor ETF (SOXX) tracks PHLX SOX Semiconductor Sector Index and the VanEck Semiconductor ETF (SMH) tracks MVIS US Listed Semiconductor 25 Index. iShares Semiconductor ETF has $32.51 billion in assets, VanEck Semiconductor ETF has $60.42 billion. SOXX has an expense ratio of 0.34%, and SMH charges 0.35%.

Bottom Line

To learn more about this product and other ETFs, screen for products that match your investment objectives and read articles on latest developments in the ETF investing universe, please visit Zacks ETF Center.

Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report

First Trust NASDAQ Semiconductor ETF (FTXL): ETF Research Reports

This article originally published on Zacks Investment Research (zacks.com).

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USA Rare Earth公布2026年第一季度业绩

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标的：`USAR`来源：USA Rare Earth Investor Relations发布日期：2026-05-13重要性：未评级

中文摘要

• 公司计划在2026年第三季度举办Investor Day，但公告称具体安排稍后公布。
• 公司当时预计2026年第四季度完成Round Top最终可行性研究，并于2027年第一季度发布。
• 公司当时预计2026年第四季度将Stillwater磁体年化产能提升至600公吨，并将LCM金属和合金年化产能提升至3000公吨。

英文原文

USA Rare Earth Reports First Quarter 2026 Financial Results

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Nebius公布2026年第一季度业绩

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标签

标的：`NBIS`来源：Nebius Group / U.S. Securities and Exchange Commission发布日期：2026-05-13重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：3528

中文摘要

• Nebius公布2026年第一季度收入3.99亿美元，调整后EBITDA为1.295亿美元。
• 公司同时宣布在宾夕法尼亚州取得最高1.2GW电力和土地，用于自有AI工厂。
• 2026年第一季度资本和无形资产支出为24.729亿美元；持续经营业务营业亏损为1.28亿美元。

英文原文

Nebius reports first quarter 2026 financial results

Exhibit 99.1

Nebius reports

first quarter 2026 financial results

Amsterdam, May 13, 2026

&ndash; Nebius Group N.V. (NASDAQ: NBIS), the AI cloud company, today announced its unaudited financial results for the first quarter

ended March 31, 2026.

Nebius today also announced that it

has secured up to 1.2 GW of power and land for a new, owned AI factory at a site in Pennsylvania.

The Company today also published founder

and CEO Arkady Volozh&rsquo;s quarterly letter to shareholders, available on its investor relations website at https://nebius.com/investor-hub.

Management will hold an earnings webcast

today at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time / 2:00 p.m. Central European Time). To register, or to listen

to the live audio webcast, please visit https://nebius.com/investor-hub.

Q1 2026 Financial Highlights

Consolidated results (1), (2)

Three months ended March 31

In USD $ millions

2025

2026

Change

Revenues

50.9

399.0

684 %

Adjusted EBITDA / (loss)

(53.7 )

129.5

n/m

Net income / (loss) from continuing operations

(104.3 )

621.2

n/m

Adjusted net loss

(83.6 )

(100.3 )

-20 %

(1) The following measures presented

in this release are &ldquo;non-GAAP financial measures&rdquo;: Adjusted EBITDA / (loss) and Adjusted net loss. Please see the section

&ldquo;Use of Non-GAAP Financial Measures&rdquo; below for a discussion of how we define these measures, as well as reconciliations at

the end of this release of each of these measures to the most directly comparable U.S. GAAP measures.

(2) Results include consolidated financial

results of: Nebius, the core AI cloud business; Avride, an autonomous vehicle platform; and TripleTen, an edtech service. In Q2 2025

following the completion of a third-party investment transaction in Toloka, an AI development platform, Nebius ceased to hold majority

voting power in Toloka and no longer includes Toloka&rsquo;s results in Nebius&rsquo; consolidated financial statements and reports its

stake as equity method investment. Toloka&rsquo;s results for prior periods have been reclassified to discontinued operations.

Operating expenses

Three months ended March 31

In USD $ millions

2025

2026

Change

Cost of revenues

24.7

103.8

320 %

as a percentage of revenues

49 %

26 %

Product development

36.5

67.4

85 %

as a percentage of revenues

72 %

17 %

Sales, general and administrative

60.9

143.8

136 %

as a percentage of revenues

120 %

36 %

Depreciation and amortization

49.1

212.0

332 %

as a percentage of revenues

96 %

53 %

Total operating costs and expenses

171.2

527.0

208 %

as a percentage of revenues

336 %

132 %

Total share-based compensation expense

17.5

35.3

102 %

as a percentage of operating expenses

10 %

7 %

Selected consolidated cash flow data

Three months ended March 31

In USD $ millions

2025

2026

Change

Cash provided by / (used in) operating activities &ndash; continuing operations

(184.1 )

2,258.0

n/m

Purchases of property and equipment and intangible assets

(543.9 )

(2,472.9 )

355 %

Outstanding

Shares

The total number of shares issued

and outstanding as of March 31, 2026 was 253,898,194, including 220,406,311 Class A shares and 33,491,883 Class B

shares, and excluding 68,142,750 Class A shares held in treasury.

Earnings webcast

Nebius Group will host a conference

call and earnings webcast at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time / 2:00 p.m. Central European Time) on May 13,

2026 to discuss these financial results. To register to participate in the conference call, or to listen to the live audio webcast, please

visit Nebius&rsquo;s Investor Relations website at group.nebius.com/investor-hub.

A replay will be available on the same

website following the call.

Contacts

Investor Relations

askIR@nebius.com

Media Relations

media@nebius.com

About Nebius

Nebius, the AI cloud company, is building

the full-stack platform for developers and companies to take charge of their AI future &mdash; from data and model training to production

deployment. Founded on deep in-house technological expertise and operating at scale with a rapidly expanding global footprint, Nebius

serves startups and enterprises building AI products, agents, and services worldwide.

Nebius Group also includes Avride (a

leading developer of autonomous vehicles and delivery robots) and TripleTen (a leading edtech platform reskilling people for careers

in tech), and owns equity stakes in other companies including ClickHouse and Toloka.

Nebius is listed on Nasdaq (NASDAQ:

NBIS) and headquartered in Amsterdam.

For more information, please visit www.nebius.com

2

FORWARD-LOOKING STATEMENTS

This document contains forward-looking

statements that involve risks and uncertainties. All statements contained or implied other than statements of historical facts, including,

without limitation, statements regarding our business plans, market opportunities, capacity buildout plans, capital expenditure requirements,

financing requirements and projected financial performance, are forward-looking statements. In some cases, these forward-looking statements

can be identified by words or phrases such as &ldquo;may,&rdquo; &ldquo;will,&rdquo; &ldquo;expect,&rdquo; &ldquo;anticipate,&rdquo;

&ldquo;aim,&rdquo; &ldquo;estimate,&rdquo; &ldquo;intend,&rdquo; &ldquo;plan,&rdquo; &ldquo;believe,&rdquo; &ldquo;potential,&rdquo;

&ldquo;continue,&rdquo; &ldquo;is/are likely to&rdquo; or other similar expressions. In addition, these forward-looking statements reflect

our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from

the results predicted or implied by such statements, and our reported results should not be considered as an indication of future performance.

The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements

include our ability to: obtain sufficient financing and manage our liquidity and capital resources to support our operations and growth;

successfully identify, develop and bring online additional data center capacity on a timely and cost-effective basis, including securing

suitable sites and access to power; implement and maintain effective internal control over financial reporting; manage supply chain risks

and secure required equipment, hardware, materials and services on acceptable terms; compete effectively in a dynamic and competitive

market while generating sustained customer demand; and manage dependence on key vendors and adapt to technological change.

Many of these risks and uncertainties

depend on the actions of third parties and are largely outside of our control. Our actual results of operations may also differ materially

from those stated in or implied by such forward-looking statements as a result of a variety of factors, including those described under

the captions &ldquo;Risk Factors&rdquo; and &ldquo;Operating and Financial Review and Prospects&rdquo; in our Annual Report on Form 20-F

for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (&ldquo;SEC&rdquo;) on April 30,

2026, which is available on our investor relations website at https://group.nebius.com and on the SEC website at www.sec.gov. All information

in this document is as of the date hereof, and the Company undertakes no duty to update this information unless required by law.

In addition, statements that &ldquo;we

believe&rdquo; and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information

available to us as of the date of this document, and while we believe such information forms a reasonable basis for such statements,

such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive

inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors

are cautioned not to unduly rely upon these statements.

We operate in an evolving environment.

New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the effect of all

factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from

those contained in any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events

or otherwise.

Disclaimer

Links to third-party websites are provided

for informational purposes only; Nebius is not responsible for the content contained on or accessible through the linked sites.

3

USE OF NON-GAAP FINANCIAL MEASURES

To supplement the financial information

prepared and presented in accordance with U.S. GAAP, we present the following non-GAAP financial measures: Adjusted EBITDA / (loss) and

Adjusted net income / (loss). The presentation of these financial measures is not intended to be considered in isolation or as a substitute

for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP

financial measures, please see the tables captioned &ldquo;Reconciliations of non-GAAP financial measures to the nearest comparable U.S.

GAAP measures&rdquo;, included following the accompanying financial tables. We define the various non-GAAP financial measures we use

as follows:

&middot; Adjusted

EBITDA / (loss) means U.S. GAAP net income / (loss) from continuing operations before

(1) depreciation and amortization, (2) SBC expense, (3) one-off restructuring

and other expenses, (4) interest income, (5) interest expense, (6) income

/ (loss) from equity method investments, (7) gain from revaluation of investments in

equity securities, (8) other income / (loss), net, (9) income tax expense/(benefit).

&middot; Adjusted

net income / (loss) means U.S. GAAP net income / (loss) from continuing operations before

(1) SBC expense, (2) one-off restructuring and other expenses, (3) amortization

of debt discount and issuance costs, net of interest expense capitalized, (4) foreign

exchange gains / (losses) and (5) gain from revaluation of investments in equity securities.

Tax effects related to the listed adjustments are excluded from adjusted net income.

These non-GAAP financial measures are

used by management for evaluating financial performance as well as decision-making. Management believes that these metrics reflect the

organic, core operating performance of the company, and therefore are useful to analysts and investors in providing supplemental information

that helps them understand, model and forecast the evolution of our operating business.

Although our management uses these non-GAAP

financial measures for operational decision-making and considers these financial measures to be useful for analysts and investors, we

recognize that there are a number of limitations related to such measures. In particular, it should be noted that several of these measures

exclude some recurring costs, particularly share-based compensation. In addition, the components of the costs that we exclude in our

calculation of the measures described above may differ from the components that our peer companies exclude when they report their results

of operations.

Below we describe why we make particular

adjustments to certain U.S. GAAP financial measures:

Net income / (loss) from discontinued

operations

We present Adjusted EBITDA / (loss)

and Adjusted net income / (loss) excluding any effects of our discontinued operations.

Information on our discontinued operations

is disclosed in our Annual Report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange

Commission (&ldquo;SEC&rdquo;) on April 30, 2026.

SBC expense

SBC (Stock-Based Compensation) is a

significant expense item and an important part of our compensation and incentive programs. As it is highly dependent on our share price

at the time of equity award grants, we believe that it is useful for investors and analysts to see certain financial measures excluding

the impact of these charges in order to obtain a clearer picture of our operating performance.

Foreign exchange gains / (losses)

The functional currency of Nebius Group

N.V. is the United States Dollar, which is also the Group&rsquo;s reporting currency. Foreign exchange gain / (loss) dynamics reflect

changes in the U.S. dollar value of monetary assets and liabilities that are denominated in other currencies, as well as changes in the

functional currencies of foreign subsidiaries' monetary assets and liabilities that are denominated in currencies different from their

respective local currencies. Because foreign exchange fluctuations are outside of our operational control, we believe that it is useful

to present Adjusted EBITDA / (loss), adjusted net income / (loss) and related margin measures excluding these effects, in order to provide

greater clarity regarding our operating performance.

4

One-off restructuring and other expenses

We believe that it is useful to present

Adjusted net income / (loss), Adjusted EBITDA / (loss) and related margin measures excluding impacts not related to our operating activities.

Adjusted net income / (loss) and Adjusted EBITDA / (loss) exclude certain expenses related to the restructuring, M&A activities and

other similar one-off expenses.

Amortization of debt discount and

issuance costs, net of interest expense capitalized

We also adjust net income / (loss) for

interest expense representing amortization of the debt discount and issuance costs related to our convertible senior notes, net of interest

expense capitalized into cost of our property and equipment. Debt discount represents the accretion of the nominal amount of notes payable

at maturity, unless the relevant notes have been earlier repurchased, redeemed or converted in accordance with their terms. We adjust

net income / (loss) for the interest expense recognized from amortization of the debt discount and issuance costs due to the significantly

different timing of payment in relation to the operating results.

The tables at the

end of this release provide detailed reconciliations of each non-GAAP financial measure we use from the most directly comparable U.S.

GAAP financial measure.

5

Nebius Group

N.V.

Unaudited Condensed

Consolidated Balance Sheets

(in millions

of U.S. dollars)

As of

December 31,

March 31,

2025*

2026

ASSETS

Cash and cash equivalents

3,678.1

9,298.2

Accounts receivable

720.3

1,479.2

Prepaid expenses

34.8

53.5

VAT reclaimable

131.4

46.9

Other current assets

146.8

360.5

Total current assets

4,711.4

11,238.3

Property and equipment

5,553.3

7,131.7

Intangible assets

19.7

48.3

Goodwill

&mdash;

163.3

Operating lease right-of-use assets

918.8

1,266.0

Equity method investments

11.1

6.4

Investments in non-marketable equity securities

836.6

1,614.1

Deferred tax assets

11.8

18.6

Other non-current assets

367.9

816.6

Total non-current assets

7,719.2

11,065.0

TOTAL ASSETS

12,430.6

22,303.3

LIABILITIES AND SHAREHOLDERS&rsquo; EQUITY

Accounts payable, accrued and other liabilities

1,210.1

621.7

Debt, current

24.5

18.4

Income and non-income taxes payable

17.7

23.3

Deferred revenue, current

275.5

685.6

Total current liabilities

1,527.8

1,349.0

Operating lease liabilities

760.5

1,045.8

Debt, non-current

4,103.2

8,432.0

Deferred revenue, non-current

1,302.0

4,092.5

Other accrued liabilities

143.1

142.1

Total non-current liabilities

6,308.8

13,712.4

Total liabilities

7,836.6

15,061.4

Shareholders&rsquo; equity:

Ordinary shares

8.4

8.4

Treasury shares at cost

(1,075.7 )

(1,061.9 )

Additional paid-in capital

2,360.9

4,386.2

Accumulated other comprehensive loss

(0.1 )

(13.5 )

Retained earnings

3,300.5

3,921.7

Total equity attributable to Nebius Group N.V.

4,594.0

7,240.9

Noncontrolling interests

&mdash;

1.0

Total shareholders&rsquo; equity

4,594.0

7,241.9

TOTAL LIABILITIES AND SHAREHOLDERS&rsquo;

EQUITY

12,430.6

22,303.3

* Derived from audited consolidated

financial statements

6

Nebius Group

N.V.

Unaudited Condensed

Consolidated Statements of Operations

(in millions

of U.S. dollars, except share and per share data)

Three months ended March 31,

2025*

2026

Revenues

50.9

399.0

Operating costs and expenses:

Cost of revenues (1)

24.7

103.8

Product development (1)

36.5

67.4

Sales, general and administrative (1)

60.9

143.8

Depreciation and amortization

49.1

212.0

Total operating costs and expenses

171.2

527.0

Loss from operations

(120.3 )

(128.0 )

Interest income

8.5

14.2

Interest expense

&mdash;

(63.7 )

Gain from revaluation of investments in equity securities

&mdash;

780.6

Income / (loss) from equity method investments

0.1

(7.6 )

Other income, net

8.3

19.9

Net income / (loss) before income taxes

(103.4 )

615.4

Income tax expense / (benefit)

0.9

(5.8 )

Net income / (loss) from continuing

operations

(104.3 )

621.2

Net loss from discontinued operations

(9.2 )

&mdash;

Net income / (loss)

(113.5 )

621.2

Net income / (loss) from continuing operations per Class A and Class B share:

Basic

(0.44 )

2.40

Diluted

(0.44 )

2.11

Net loss from discontinued operations per Class A and Class B share:

Basic

(0.04 )

&mdash;

Diluted

(0.04 )

&mdash;

Net income / (loss) per Class A and Class B share:

Basic

(0.48 )

2.40

Diluted

(0.48 )

2.11

Weighted average number of Class A and Class B shares used in per share computation:

Basic

237,916,047

258,298,911

Diluted

237,916,047

308,971,701

(1) These balances exclude depreciation and

amortization expenses, which are presented separately, and include share-based compensation,

in the amount of:

Cost of revenues

0.2

0.6

Product development

6.3

11.7

Sales, general and administrative

11.0

23.0

*Adjusted for the presentation of

discontinued operations for Toloka

7

Nebius Group

N.V.

Unaudited Condensed

Consolidated Statements of Cash Flows

(in millions

of U.S. dollars)

Three months ended March 31,

2025*

2026

CASH FLOWS PROVIDED BY / (USED IN) OPERATING ACTIVITIES:

Net income / (loss) from continuing operations

(104.3

)

621.2

Adjustments to reconcile net income / (loss) to net cash provided by operating activities:

Depreciation of property and equipment

48.6

208.8

Amortization of intangible assets

0.5

3.2

Operating lease right-of-use assets amortization

7.0

29.8

Amortization of debt discount and issuance costs, net of interest expense capitalized

&mdash;

15.7

Share-based compensation expense

17.5

35.3

Deferred income tax benefit

(0.8

)

(7.8

)

Foreign exchange (gains) / losses

3.4

(1.7

)

Gain from revaluation of investments in equity securities

&mdash;

(780.6

)

(Income) / loss from equity method investments

(0.1

)

7.6

Provision for expected credit losses

0.2

0.8

Other

1.5

4.0

Changes in operating assets and liabilities:

Accounts receivable

(9.5

)

(758.9

)

Prepaid expenses

1.3

(19.0

)

Accounts payable, accrued and other liabilities and non-income taxes payable

(57.0

)

(64.9

)

Deferred revenue

2.4

3,198.0

Other assets

(19.1

)

(318.9

)

VAT reclaimable

(75.7

)

85.4

Net cash provided by / (used in) operating activities &ndash; continuing operations

(184.1

)

2,258.0

Net cash used in operating activities &ndash; discontinued operations

(13.4

)

&mdash;

Net cash provided by / (used in) operating activities

(197.5

)

2,258.0

CASH FLOWS USED IN INVESTING ACTIVITIES:

Purchases of property and equipment and intangible assets

(543.9

)

(2,472.9

)

Acquisitions of businesses, net of cash acquired

&mdash;

(170.2

)

Net cash used in investing activities &ndash; continuing operations

(543.9

)

(2,643.1

)

Net cash used in investing activities &ndash; discontinued operations

(0.1

)

&mdash;

Net cash used in investing activities

(544.0

)

(2,643.1

)

CASH FLOWS PROVIDED BY / (USED IN) FINANCING ACTIVITIES:

Proceeds from issuance of convertible notes

&mdash;

4,337.5

Convertible notes issuance costs

&mdash;

(43.8

)

Proceeds from issuance of prefunded warrants

&mdash;

2,000.0

Withholding tax paid

(181.5

)

&mdash;

Proceeds from exercise of share options

&mdash;

1.8

Net cash provided by / (used in) financing activities &ndash; continuing operations

(181.5

)

6,295.5

Net cash provided by / (used in) financing activities &ndash; discontinued operations

&mdash;

&mdash;

Net cash provided by / (used in) financing activities

(181.5

)

6,295.5

Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents

0.3

(5.1

)

Net change in cash and cash equivalents, and restricted cash and cash equivalents

(922.7

)

5,905.3

Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period

2,450.3

3,721.6

Cash and cash equivalents, and restricted cash and cash equivalents, end of period

1,527.6

9,626.9

Less cash and cash equivalents, and restricted cash and cash equivalents

of discontinued operations, end of period

(7.3

)

&mdash;

Cash and cash equivalents, and restricted cash and cash equivalents of continuing operations, end of period

1,520.3

9,626.9

RECONCILIATION OF CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS:

Cash and cash equivalents, beginning of period

2,449.6

3,678.1

Restricted cash and cash equivalents, beginning of period

0.7

43.5

Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period

2,450.3

3,721.6

Cash and cash equivalents, end of period

1,447.0

9,298.2

Restricted cash and cash equivalents, end of period

80.6

328.7

Cash and cash equivalents, and restricted cash and cash equivalents, end of period

1,527.6

9,626.9

Cash and cash equivalents, end of period &ndash; continuing operations

1,439.7

9,298.2

Restricted cash and cash equivalents, end of period &ndash; continuing operations

80.6

328.7

Cash and cash equivalents, and restricted cash and cash equivalents, end of period &ndash; continuing operations

1,520.3

9,626.9

*Adjusted for the presentation of

discontinued operations for Toloka

8

Nebius Group

N.V.

RECONCILIATIONS

OF NON-GAAP FINANCIAL MEASURES

TO THE NEAREST

COMPARABLE U.S. GAAP MEASURES

Reconciliation

of Adjusted EBITDA / (loss) to U.S. GAAP Net Income / (loss)

Three months ended March 31,

In USD millions

2025

2026

Change

Net income / (loss)

(113.5 )

621.2

n/m

Add: net loss from discontinued operations

9.2

&mdash;

-100 %

Net income / (loss) from continuing operations

(104.3 )

621.2

n/m

Depreciation and amortization

49.1

212.0

332 %

SBC expense

17.5

35.3

102 %

One-off restructuring and other expenses

&mdash;

10.2

n/m

Interest income

(8.5 )

(14.2 )

67 %

Interest expense

&mdash;

63.7

n/m

Loss / (income) from equity method investments

(0.1 )

7.6

n/m

Gain from revaluation of investments in equity securities

&mdash;

(780.6 )

n/m

Other income, net

(8.3 )

(19.9 )

140 %

Income tax expense / (benefit)

0.9

(5.8 )

n/m

Adjusted EBITDA / (loss)

(53.7 )

129.5

n/m

Reconciliation

of Adjusted Net Income / (loss) to U.S. GAAP Net Income / (loss)

Three months ended March 31,

In USD millions

2025

2026

Change

Net income / (loss)

(113.5 )

621.2

n/m

Add: net loss from discontinued operations

9.2

&mdash;

-100 %

Net income / (loss) from continuing operations

(104.3 )

621.2

n/m

SBC expense

17.5

35.3

102 %

Foreign exchange (gains) / losses

3.4

(1.7 )

n/m

One-off restructuring and other expenses

&mdash;

10.2

n/m

Amortization of debt discount and issuance costs, net of interest expense capitalized

&mdash;

15.7

n/m

Gain from revaluation of investments in equity securities

&mdash;

(780.6 )

n/m

Tax effect of adjustments

(0.2 )

(0.4 )

-100 %

Adjusted net loss

(83.6 )

(100.3 )

-20 %

9

打开原文

Coherent公布2026财年第三季度业绩

重要性未评级

发布时间早于日报 5 天摘要窗口。

标签

标的：`COHR`来源：Coherent Corp.发布日期：2026-05-06重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：272

中文摘要

• Coherent公布2026财年第三季度收入18.1亿美元，同比增长21%；GAAP毛利率37.7%。
• 公司称数据中心与通信需求推动收入和利润率增长，并表示正在扩充产能。
• 检索时公司投资者关系主页仍以2026年5月6日第三财季结果为最新财务事件，未列出第四财季财报日期。

英文原文

Coherent Corp. Reports Third Quarter Fiscal 2026 Results

5/6/2026

For Immediate Release

COHERENT CORP. REPORTS THIRD QUARTER FISCAL 2026 RESULTS

• Q3 REVENUE OF $1.81B, INCREASED 21% Y/Y AND 27% Y/Y ON A PRO FORMA BASIS

• Q3 GAAP GROSS MARGIN OF 37.7%, INCREASED 243 bps Y/Y; Q3 NON-GAAP GROSS MARGIN OF 39.6%, INCREASED 105 bps Y/Y

• Q3 GAAP EPS OF $0.97, INCREASED $1.08 Y/Y; Q3 NON-GAAP EPS OF $1.41, INCREASED $0.50 Y/Y

SAXONBURG, Pa., May 6, 2026 (GLOBE NEWSWIRE) – Coherent Corp. (NYSE: COHR) (“Coherent,” “We,” or the “Company”), a global leader in photonics, announced financial results today for its third quarter of fiscal year 2026 ended March 31, 2026.

Revenue for the third quarter of fiscal 2026 was $1.81 billion, with GAAP gross margin of 37.7% and GAAP net income of $0.97 per diluted share. On a non-GAAP basis, gross margin was 39.6% with net income per diluted share of $1.41.

“We delivered another quarter of strong financial performance, with accelerating revenue growth, expanding margins, and improving profitability, driven by exceptionally strong demand across our datacenter and communications businesses,” said Jim Anderson, CEO. “As AI datacenter infrastructure continues to scale, we are rapidly expanding capacity to meet demand. With the breadth of our photonic technology portfolio and our manufacturing scale, we believe Coherent is uniquely well positioned to capitalize on this multi-year growth opportunity.”

Sherri Luther, CFO, said, “Significant revenue growth together with gross margin expansion drove a year-over-year increase in our GAAP and non-GAAP EPS. We remain focused on ramping our capital investment to drive increased capacity given our strong visibility into ongoing robust demand.”

Webcast       Click here for full release

Investor Presentation

打开原文

KLA Form 10-Q for the Quarter Ended March 31, 2026

重要性未评级

发布时间早于日报 5 天摘要窗口。

标签

标的：`KLAC`来源：KLA Corporation / U.S. Securities and Exchange Commission发布日期：2026-04-29重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：32039

中文摘要

• KLA的半导体过程控制业务季度收入同比增长13%，公司归因于DRAM/HBM相关存储客户、foundry/logic及服务收入增加。
• 截至2026年3月季度，KLA韩国客户收入同比增长80%，台湾客户收入同比下降12%，日本客户收入同比下降47%。
• 中国客户季度收入同比增长5%，其中传统节点需求被美国出口管制影响部分抵消。
• KLA披露本季度安装、保修和关税相关成本上升；部分运往中国的产品因客户性质或产品能力问题被美国海关扣留。

英文原文

klac-20260331

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission File Number 000-09992

KLA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware   04-2564110

(State or other jurisdiction of

incorporation or organization)   (I.R.S. Employer

Identification No.)

One Technology Drive, Milpitas, California 95035

(Address of principal executive offices) (Zip Code)

( 408 ) 875-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.001 par value per share KLAC The Nasdaq Stock Market, LLC

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes    ☒     No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer  ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐     No   ☒

As of April 27, 2026, there were 130,627,521 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.

Table of Contents

INDEX

Page

Number

PART I FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of March 31, 2026 and June 30, 2025

3

Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended March 31, 2026 and 2025

4

Condensed Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended March 31, 2026 and 2025

5

Condensed Consolidated Statements of Stockholders ’ Equity for the Three Months and Nine Months Ended March 31, 2026 and 2025

6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2026 and 2025

7

Notes to Condensed Consolidated Financial Statements

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

34

Item 3. Quantitative and Qualitative Disclosures About Market Risk

46

Item 4. Controls and Procedures

46

PART II OTHER INFORMATION

Item 1. Legal Proceedings

48

Item 1A. Risk Factors

48

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

52

Item 3. Defaults Upon Senior Securities

52

Item 4. Mine Safety Disclosures

53

Item 5. Other Information

53

Item 6. Exhibits

54

SIGNATURES

55

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

KLA CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands) March 31,

2026 June 30,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 1,787,010   $ 2,078,908

Marketable securities 3,170,928   2,415,715

Accounts receivable, net 2,304,454   2,263,915

Inventories 3,437,046   3,212,149

Other current assets 651,541   728,102

Total current assets 11,350,979   10,698,789

Land, property and equipment, net 1,363,784   1,252,775

Goodwill, net 1,788,483   1,792,193

Deferred income taxes 1,123,406   1,105,770

Purchased intangible assets, net 300,717   444,785

Other non-current assets 946,146   773,614

Total assets $ 16,873,515   $ 16,067,926

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 515,009   $ 458,509

Deferred system revenue 620,839   816,834

Deferred service revenue 576,503   548,011

Other current liabilities 2,039,204   2,262,441

Total current liabilities 3,751,555   4,085,795

Long-term debt 5,887,063   5,884,257

Deferred tax liabilities 444,182   446,945

Deferred service revenue 251,563   348,844

Other non-current liabilities 708,657   609,632

Total liabilities 11,043,020   11,375,473

Commitments and contingencies (Notes 8, 13 and 14)

Stockholders’ equity:

Common stock and capital in excess of par value 2,675,013   2,511,922

Retained earnings 3,187,462   2,179,330

Accumulated other comprehensive income (loss) ( 31,980 ) 1,201

Total stockholders’ equity 5,830,495   4,692,453

Total liabilities and stockholders’ equity $ 16,873,515   $ 16,067,926

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

Table of Contents

KLA CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended March 31, Nine Months Ended March 31,

(In thousands, except per share amounts) 2026 2025 2026 2025

Revenues:

Product $ 2,640,287   $ 2,393,821   $ 7,616,386   $ 7,000,672

Service 774,791   669,208   2,305,534   1,980,749

Total revenues 3,415,078   3,063,029   9,921,920   8,981,421

Costs and expenses:

Costs of revenues 1,327,672   1,175,689   3,841,952   3,544,581

Research and development 388,763   338,043   1,133,095   1,007,345

Selling, general and administrative 291,134   248,905   840,041   767,028

Impairment of goodwill and purchased intangible assets —   —   —   239,100

Interest expense 70,423   71,889   211,166   229,041

Other expense (income), net ( 79,675 ) ( 35,930 ) ( 160,874 ) ( 121,323 )

Income before income taxes 1,416,761   1,264,433   4,056,540   3,315,649

Provision for income taxes 215,771   176,017   588,828   456,855

Net income $ 1,200,990   $ 1,088,416   $ 3,467,712   $ 2,858,794

Net income per share

Basic $ 9.17   $ 8.21   $ 26.41   $ 21.44

Diluted $ 9.12   $ 8.16   $ 26.26   $ 21.32

Weighted-average number of shares:

Basic 130,909   132,607   131,318   133,361

Diluted 131,750   133,303   132,073   134,066

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

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KLA CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended March 31, Nine Months Ended March 31,

(In thousands) 2026 2025 2026 2025

Net income $ 1,200,990   $ 1,088,416   $ 3,467,712   $ 2,858,794

Other comprehensive income (loss):

Currency translation adjustments:

Cumulative currency translation adjustments ( 12,379 ) 4,259   ( 8,436 ) ( 765 )

Income tax (provision) benefit 498   ( 104 ) ( 146 ) 750

Net change related to currency translation adjustments ( 11,881 ) 4,155   ( 8,582 ) ( 15 )

Cash flow hedges:

Net unrealized gains (losses) arising during the period ( 270 ) ( 1,851 ) 15,499   3,136

Reclassification adjustments for net gains included in net income ( 14,265 ) ( 1,292 ) ( 38,645 ) ( 7,060 )

Income tax benefit 2,261   628   4,515   1,723

Net change related to cash flow hedges ( 12,274 ) ( 2,515 ) ( 18,631 ) ( 2,201 )

Net change related to unrecognized gains (losses) and transition obligations in connection with defined benefit plans 394   ( 209 ) 672   366

Available-for-sale securities:

Net unrealized gains (losses) arising during the period ( 11,520 ) 2,967   ( 7,974 ) 10,573

Reclassification adjustments for net gains included in net income ( 170 ) ( 9 ) ( 482 ) ( 9 )

Income tax (provision) benefit 2,511   ( 636 ) 1,816   ( 2,272 )

Net change related to available-for-sale securities ( 9,179 ) 2,322   ( 6,640 ) 8,292

Other comprehensive income (loss) ( 32,940 ) 3,753   ( 33,181 ) 6,442

Total comprehensive income $ 1,168,050   $ 1,092,169   $ 3,434,531   $ 2,865,236

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

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KLA CORPORATION

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

Common Stock and

Capital in Excess of

Par Value Retained

Earnings Accumulated

Other

Comprehensive

Income (Loss) Total

Stockholders’

Equity

(In thousands, except per share amounts) Shares Amount

Balances as of June 30, 2025 132,023   $ 2,511,922   $ 2,179,330   $ 1,201   $ 4,692,453

Net income —  —  1,121,040   —  1,121,040

Other comprehensive loss —  —  —  ( 530 ) ( 530 )

Net issuance under employee stock plans 116   ( 81,122 ) —  —  ( 81,122 )

Repurchase of common stock ( 623 ) ( 11,861 ) ( 552,539 ) —  ( 564,400 )

Cash dividends ($ 1.90 per share) and dividend equivalents declared

—  —  ( 252,552 ) —  ( 252,552 )

Stock-based compensation expense —  70,182   —  —  70,182

Balances as of September 30, 2025 131,516   2,489,121   2,495,279   671   4,985,071

Net income —  —  1,145,682   —  1,145,682

Other comprehensive income —  —  —  289   289

Net issuance under employee stock plans 87   49,826   —  —  49,826

Repurchase of common stock ( 460 ) ( 8,717 ) ( 528,836 ) —  ( 537,553 )

Cash dividends ($ 1.90 per share) and dividend equivalents declared

—  —  ( 251,531 ) —  ( 251,531 )

Stock-based compensation expense —  73,947   —  —  73,947

Balances as of December 31, 2025 131,143   2,604,177   2,860,594   960   5,465,731

Net income —  1,200,990   —  1,200,990

Other comprehensive loss —  —  —  ( 32,940 ) ( 32,940 )

Net issuance under employee stock plans 7   ( 4,361 ) —  —  ( 4,361 )

Repurchase of common stock ( 440 ) ( 8,741 ) ( 623,172 ) —  ( 631,913 )

Cash dividends ($ 1.90 per share) and dividend equivalents declared

—  —  ( 250,950 ) —  ( 250,950 )

Stock-based compensation expense —  83,938   —  —  83,938

Balances as of March 31, 2026 130,710   $ 2,675,013   $ 3,187,462   $ ( 31,980 ) $ 5,830,495

Common Stock and

Capital in Excess of

Par Value Retained

Earnings Accumulated

Other

Comprehensive

Income (Loss) Total

Stockholders’

Equity

(In thousands, except per share amounts) Shares Amount

Balances as of June 30, 2024 134,425   $ 2,280,133   $ 1,137,270   $ ( 49,075 ) $ 3,368,328

Net income —  —  945,851   —  945,851

Other comprehensive income —  —  —  23,571   23,571

Net issuance under employee stock plans 134   ( 72,245 ) —  —  ( 72,245 )

Repurchase of common stock ( 740 ) ( 12,536 ) ( 558,400 ) —  ( 570,936 )

Cash dividends ($ 1.45 per share) and dividend equivalents declared

—  —  ( 196,555 ) —  ( 196,555 )

Stock-based compensation expense —  61,700   —  —  61,700

Balances as of September 30, 2024 133,819   2,257,052   1,328,166   ( 25,504 ) 3,559,714

Net income —  —  824,527   —  824,527

Other comprehensive loss —  —  —  ( 20,882 ) ( 20,882 )

Net issuance under employee stock plans 104   43,931   —  —  43,931

Repurchase of common stock ( 979 ) ( 16,478 ) ( 639,495 ) —  ( 655,973 )

Cash dividends ($ 1.70 per share) and dividend equivalents declared

—  —  ( 228,609 ) —  ( 228,609 )

Stock-based compensation expense —  61,841   —  —  61,841

Balances as of December 31, 2024 132,944   2,346,346   1,284,589   ( 46,386 ) 3,584,549

Net income —  —  1,088,416   —  1,088,416

Other comprehensive income —  —  —  3,753   3,753

Net issuance under employee stock plans 8   ( 2,680 ) —  —  ( 2,680 )

Repurchase of common stock ( 711 ) ( 12,550 ) ( 499,153 ) —  ( 511,703 )

Cash dividends ($ 1.70 per share) and dividend equivalents declared

—  —  ( 227,797 ) —  ( 227,797 )

Stock-based compensation expense —  70,201   —  —  70,201

Balances as of March 31, 2025 132,241   $ 2,401,317   $ 1,646,055   $ ( 42,633 ) $ 4,004,739

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

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KLA CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended March 31,

(In thousands) 2026 2025

Cash flows from operating activities:

Net income $ 3,467,712   $ 2,858,794

Adjustments to reconcile net income to net cash provided by operating activities:

Impairment of goodwill and purchased intangible assets —   239,100

Depreciation and amortization 295,372   297,836

Unrealized foreign exchange loss and other 382   23,622

Stock-based compensation expense 228,067   193,742

Net gain on sale of assets ( 683 ) ( 161 )

Deferred income taxes ( 27,254 ) ( 186,095 )

Changes in assets and liabilities:

Accounts receivable ( 55,365 ) ( 300,289 )

Inventories ( 253,659 ) ( 106,651 )

Other assets ( 78,129 ) 76,105

Accounts payable 64,569   42,390

Deferred system revenue ( 195,991 ) ( 117,512 )

Deferred service revenue ( 68,789 ) 64,610

Other liabilities ( 139,583 ) ( 168,579 )

Net cash provided by operating activities 3,236,649   2,916,912

Cash flows from investing activities:

Capital expenditures ( 286,657 ) ( 234,851 )

Proceeds from capital-related government assistance 16,782   315

Purchases of available-for-sale and equity securities ( 2,850,686 ) ( 2,024,564 )

Proceeds from maturity and sale of available-for-sale securities 2,113,329   2,392,560

Purchases of trading securities ( 229,727 ) ( 88,275 )

Proceeds from sale of trading securities 217,530   79,384

Other, net 2,451   ( 1,705 )

Net cash provided by (used in) investing activities ( 1,016,978 ) 122,864

Cash flows from financing activities:

Payment of debt issuance costs ( 1,602 ) —

Repayment of debt —   ( 750,000 )

Common stock repurchases ( 1,718,772 ) ( 1,724,249 )

Payment of dividends to stockholders ( 752,498 ) ( 650,629 )

Issuance of common stock 55,543   47,538

Tax withholding payments related to vested and released restricted stock units ( 91,201 ) ( 78,534 )

Net cash used in financing activities ( 2,508,530 ) ( 3,155,874 )

Effect of exchange rate changes on cash and cash equivalents ( 3,039 ) ( 3,009 )

Net decrease in cash and cash equivalents ( 291,898 ) ( 119,107 )

Cash and cash equivalents at beginning of period 2,078,908   1,977,129

Cash and cash equivalents at end of period $ 1,787,010   $ 1,858,022

Supplemental cash flow disclosures:

Income taxes paid, net $ 582,446   $ 655,822

Interest paid, net of capitalized interest $ 270,586   $ 284,999

Non-cash activities:

Dividends payable - financing activities $ 6,730   $ 6,360

Unsettled common stock repurchase - financing activities $ 5,499   $ 5,499

Accrued purchases of land, property and equipment - investing activities $ 31,941   $ 24,322

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

7

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KLA CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

Basis of Presentation. For purposes of this report, “KLA,” “Company,” “we,” “our,” “us” or similar references mean KLA Corporation and its majority-owned subsidiaries unless the context requires otherwise. The Condensed Consolidated Financial Statements have been prepared by us pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

The unaudited interim Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for audited financial statements. The balance sheet as of June 30, 2025 was derived from the Company’s audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, but does not include all disclosures required by GAAP for audited financial statements. The unaudited interim Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for a fair statement of the financial position, results of operations, comprehensive income, stockholders’ equity and cash flows for the periods indicated. These Condensed Consolidated Financial Statements and notes, however, should be read in conjunction with Item 8 “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

The Condensed Consolidated Financial Statements include the accounts of KLA and its majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

The results of operations for the three and nine months ended March 31, 2026 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year ending June 30, 2026.

Management Estimates. The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets and liabilities (and related disclosure of contingent assets and liabilities) at the dates of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Reclassifications . The Company has reclassified certain prior period balances to conform to the current year presentation. These reclassifications did not impact any prior amounts of reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.

Significant Accounting Policies. Except for the below change, there have been no changes to our significant accounting policies summarized in Note 1 “Description of Business and Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Change in Annual Impairment Testing Date . During the second quarter of fiscal 2026, the Company changed the annual goodwill impairment testing date for all reporting units from February 28 to December 31 to better align with the timing of our budgeting and strategic planning process. We believe that the change in our annual impairment test date is preferable as it allows us to evaluate any potential impact strategic decisions may have on the recoverability of goodwill as those decisions are reached. This will also enable us to use the most current information available in the assessment process. The change in the annual impairment testing date did not delay, accelerate or avoid an impairment charge.

Recent Accounting Pronouncements

Recently Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures . The new guidance requires enhanced disclosures about significant segment expenses. This standard update is effective for our annual reports beginning in the fiscal year ended June 30, 2025, and interim period reports beginning in the first quarter of the fiscal year ending June 30, 2026. We adopted ASU 2023-07 starting with our annual report for the fiscal year ended June 30, 2025, for annual reporting and from July 1, 2025, for interim periods on a retrospective basis.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic

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350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance removes all references to prescriptive and sequential software development stages or project stages throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed, and the software will be used to perform the function intended. The standard update is effective for our annual and interim reports beginning in the first quarter of our fiscal year ending June 30, 2028. Early adoption is permitted as of the beginning of an annual reporting period. We adopted ASU 2025-06 for our first quarter of the fiscal year ending June 30, 2026 using a prospective transition approach, and the effect was immaterial to our Consolidated Financial Statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient to measure credit losses on current accounts receivable and contract assets arising from transactions accounted for under ASC 606. This practical expedient allows companies to assume the current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. The standard update is effective for our annual and interim reports beginning in the first quarter of our fiscal year ending June 30, 2027. The amendments in this ASU should be applied on a prospective basis and early adoption is permitted. We chose to early adopt ASU 2025-05 during the quarter ended March 31, 2026, and elected the practical expedient. Since we adopted it in an interim reporting period, we are required to apply the amendments as of the beginning of the annual reporting period containing this interim reporting period. The adoption did not have a material impact on our Consolidated Financial Statements or related disclosures.

Updates Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures . The new guidance requires enhanced disclosures about income tax expenses. This standard update is effective for our annual reports beginning in the fiscal year ending June 30, 2026. The amendments in this ASU will be applied on a prospective basis. Adoption of this new guidance will result in expanded disclosures in the Notes to the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The new guidance requires enhanced disclosures about certain expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. In 2025, the FASB issued ASU 2025-01 which clarifies the effective date for entities that do not have an annual reporting period that ends on December 31st. The Company is required to adopt this standard for our annual reports beginning in the fiscal year ending June 30, 2028, and interim period reports beginning in the first quarter of the fiscal year ending June 30, 2029. Early adoption is permitted. The amendments in this ASU should be applied either on a prospective or retrospective basis. We are currently evaluating the impact of this ASU on our disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The new guidance establishes the accounting for a government grant received by a business entity, including guidance for a grant related to an asset and a grant related to income. The new guidance also requires disclosures, including the nature of the government grant received, the accounting policies used to account for the grant, and significant terms and conditions of the grant unless legally prohibited from being disclosed. The standard update is effective for our annual and interim reports beginning in the fiscal year ending June 30, 2030. Early adoption is permitted in both interim and annual reporting periods in which the financial statements have not yet been issued or made available for issuance. If adopted in an interim reporting period, it must be adopted as of the beginning of the annual reporting period that includes that interim reporting period. The amendments in this ASU should be applied using a modified prospective, modified retrospective, or retrospective approach. We are currently evaluating the impact of this guidance on our Consolidated Financial Statements.

NOTE 2 – REVENUE

The following table represents the opening and closing balances of accounts receivable, net, contract assets, long-term accounts receivable, net, and contract liabilities as of the indicated dates.

As of As of

(Dollar amounts in thousands) March 31, 2026 June 30, 2025 $ Change % Change

Accounts receivable, net $ 2,304,454   $ 2,263,915   $ 40,539   2   %

Contract assets $ 100,906   $ 105,081   $ ( 4,175 ) ( 4 ) %

Long-term accounts receivable, net $ 78,210   $ —   $ 78,210   100   %

Contract liabilities $ 1,448,905   $ 1,713,689   $ ( 264,784 ) ( 15 ) %

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Our payment terms and conditions vary by contract type, although terms generally include a requirement of payment of 70 % to 90 % of total contract consideration within 30 to 60 days of shipment, with the remainder payable within 30 days of acceptance.

The change in contract assets during the nine months ended March 31, 2026 was mainly due to $ 91.1 million of contract assets reclassified to accounts receivable, net, as our right to consideration for these contract assets became unconditional, partially offset by $ 87.2 million of revenue recognized for which the payment is subject to conditions other than passage of time. Contract assets are included in other current assets on our Condensed Consolidated Balance Sheets.

The change in contract liabilities during the nine months ended March 31, 2026 was mainly due the recognition as revenue of $ 1.18 billion that was included in contract liabilities as of June 30, 2025, partially offset by an increase in the value of products and services billed to customers for which control of the products and services has not transferred to the customers. Contract liabilities are included in current liabilities and non-current liabilities, classified as deferred system revenue or deferred service revenue, on our Condensed Consolidated Balance Sheets.

The following table represents the transaction price for contracts that have not yet been recognized as revenue as of March 31, 2026, which equals our contract liabilities, and when the Company expects to recognize the amounts as revenue:

(Dollar amounts in thousands) Less than 12 months 12 to 24 months 24 months or greater Total

Contract liabilities $ 1,197,342   $ 170,588   $ 80,975   $ 1,448,905

NOTE 3 – FAIR VALUE MEASUREMENTS

Our financial assets and liabilities are measured and recorded at fair value, except for our debt and certain equity investments in privately held companies. Equity investments without a readily available fair value are accounted for using the measurement alternative. The measurement alternative is calculated as cost minus impairment, if any, plus or minus changes resulting from observable price changes. See Note 7 “Debt” to our Condensed Consolidated Financial Statements for disclosure of the fair value of our Senior Notes, as defined in that Note.

Our non-financial assets, such as goodwill, intangible assets, and land, property and equipment, are recorded at fair value only if an impairment is recognized in the current period. We assess for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. For goodwill, we assess for impairment annually.

Fair Value of Financial Instruments. We have evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. The fair value of our cash equivalents, accounts receivable, accounts payable and other current assets and liabilities approximate their carrying amounts due to the relatively short maturity of these items.

Fair Value Hierarchy. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The types of instruments valued based on quoted market prices in active markets include money market funds, certain U.S. Treasury securities, U.S. Government agency securities and equity securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.

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The types of instruments valued based on other observable inputs include corporate debt securities, sovereign securities, municipal securities and certain U.S. Treasury securities. The market inputs used to value these instruments generally consist of market yields, reported trades and broker/dealer quotes. Such instruments are generally classified within Level 2 of the fair value hierarchy.

The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants generally are large financial institutions. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.

Financial assets (excluding cash held in operating accounts and time deposits) and liabilities measured at fair value on a recurring basis, as of the dates indicated below, were presented on our Condensed Consolidated Balance Sheets as follows:

Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs

As of March 31, 2026 (In thousands) Total  (Level 1)  (Level 2)

Assets

Cash equivalents:

Corporate debt securities $ 11,623   $ —   $ 11,623

Money market funds and other 1,401,575   1,401,575   —

U.S. Treasury securities 9,949   —   9,949

Sovereign securities 5,045   —   5,045

Municipal securities 4,282   —   4,282

Marketable securities:

Corporate debt securities 1,183,003   —   1,183,003

Municipal securities 34,415   —   34,415

Sovereign securities 46,917   —   46,917

U.S. Government agency securities 98,950   98,950   —

U.S. Treasury securities 1,389,222   1,286,435   102,787

Equity securities 42,799   42,799   —

Total cash equivalents and marketable securities (1)

4,227,780   2,829,759   1,398,021

Other current assets:

Derivative assets 44,220   —   44,220

Other non-current assets:

Executive Deferred Savings Plan 371,868   356,883   14,985

Long-term accounts receivable, net 78,210   —   78,210

Total financial assets (1)

$ 4,722,078   $ 3,186,642   $ 1,535,436

Liabilities

Derivative liabilities $ ( 19,394 ) $ —   $ ( 19,394 )

Total financial liabilities $ ( 19,394 ) $ —   $ ( 19,394 )

________________

(1) Excludes cash of $ 292.0 million held in operating accounts and time deposits of $ 438.2 million (of which $ 62.6 million were cash equivalents) as of March 31, 2026.

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Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs

As of June 30, 2025 (In thousands) Total (Level 1) (Level 2)

Assets

Cash equivalents:

Municipal securities $ 6,120   $ —   $ 6,120

Corporate debt securities 1,498   —   1,498

Money market funds and other 1,531,022   1,531,022   —

U.S. Government agency securities 9,955   —   9,955

U.S. Treasury securities 9,981   —   9,981

Marketable securities:

Corporate debt securities 960,148   —   960,148

Municipal securities 51,453   —   51,453

U.S. Government agency securities 106,881   106,881   —

U.S. Treasury securities 877,578   802,682   74,896

Equity securities 23,962   23,962   —

Total cash equivalents and marketable securities (1)

3,578,598   2,464,547   1,114,051

Other current assets:

Derivative assets 59,503   —   59,503

Other non-current assets:

Executive Deferred Savings Plan 349,530   336,090   13,440

Total financial assets (1)

$ 3,987,631   $ 2,800,637   $ 1,186,994

Liabilities

Derivative liabilities $ ( 28,615 ) $ —   $ ( 28,615 )

Total financial liabilities $ ( 28,615 ) $ —   $ ( 28,615 )

________________

(1) Excludes cash of $ 437.8 million held in operating accounts and time deposits of $ 478.2 million (of which $ 82.5 million were cash equivalents) as of June 30, 2025.

We did not have any financial assets or liabilities measured at fair value on a recurring basis within Level 3 fair value measurements as of March 31, 2026 or June 30, 2025.

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NOTE 4 – FINANCIAL STATEMENT COMPONENTS

Condensed Consolidated Balance Sheets

As of As of

(In thousands) March 31, 2026 June 30, 2025

Accounts receivable, net:

Accounts receivable, gross $ 2,362,503   $ 2,297,930

Allowance for credit losses ( 58,049 ) ( 34,015 )

$ 2,304,454   $ 2,263,915

Inventories:

Customer service parts $ 602,543   $ 600,769

Raw materials 1,648,430   1,491,786

Work-in-process 929,604   833,933

Finished goods 256,469   285,661

$ 3,437,046   $ 3,212,149

Other current assets:

Prepaid expenses $ 173,576   $ 201,053

Deferred costs of revenues 172,014   223,829

Contract assets 100,906   105,081

Prepaid income and other taxes 63,958   64,704

Other current assets 141,087   133,435

$ 651,541   $ 728,102

Land, property and equipment, net:

Land $ 86,654   $ 86,677

Buildings and leasehold improvements 1,236,963   1,132,176

Machinery and equipment 1,373,586   1,238,599

Office furniture and fixtures 80,482   73,993

Construction-in-process 220,756   207,807

2,998,441   2,739,252

Less: accumulated depreciation ( 1,634,657 ) ( 1,486,477 )

$ 1,363,784   $ 1,252,775

Other non-current assets:

Executive Deferred Savings Plan (1)

$ 371,868   $ 349,530

Operating lease right of use assets 332,287   269,714

Long-term accounts receivable, net 78,210   —

Other non-current assets 163,781   154,370

$ 946,146   $ 773,614

Other current liabilities:

Compensation and benefits $ 470,913   $ 418,515

Customer deposits 411,202   636,369

Executive Deferred Savings Plan (1)

374,437   350,426

Income taxes payable 117,231   167,262

Operating lease liabilities 51,146   45,192

Interest payable 48,253   110,056

Other liabilities and accrued expenses 566,022   534,621

$ 2,039,204   $ 2,262,441

Other non-current liabilities:

Income taxes payable $ 254,498   $ 221,808

Operating lease liabilities 207,151   158,833

Pension liabilities 48,043   51,750

Customer deposits 9,653   6,823

Other non-current liabilities 189,312   170,418

$ 708,657   $ 609,632

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________________

(1) We have a non-qualified deferred compensation plan (known as the “Executive Deferred Savings Plan” or “EDSP”) under which certain employees and non-employee directors may defer a portion of their compensation. The expense (benefit) associated with changes in the EDSP liability included in selling, general and administrative (“SG&A”) was $( 8.8 ) million and $( 7.9 ) million in the three months ended March 31, 2026 and 2025, respectively, and was $ 15.8 million and $ 13.4 million during the nine months ended March 31, 2026 and 2025, respectively. The amount of net gains (losses) associated with changes in the EDSP assets included in SG&A expense was $( 9.0 ) million and $( 9.1 ) million in the three months ended March 31, 2026 and 2025, respectively, and was $ 15.4 million and $ 12.3 million during the nine months ended March 31, 2026 and 2025, respectively. For additional details, refer to Note 1 “Description of Business and Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Accumulated Other Comprehensive Income (Loss)

The components of Accumulated Other Comprehensive Income (Loss) (“AOCI”) as of the dates indicated below were as follows:

(In thousands) Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities Unrealized Gains (Losses) on Derivatives Unrealized Gains (Losses) on Defined Benefit Plans Total

Balance as of March 31, 2026 $ ( 65,859 ) $ ( 848 ) $ 46,167   $ ( 11,440 ) $ ( 31,980 )

Balance as of June 30, 2025 $ ( 57,277 ) $ 5,792   $ 64,798   $ ( 12,112 ) $ 1,201

The effects on net income of amounts reclassified from AOCI to the Condensed Consolidated Statements of Operations for the indicated periods were as follows (in thousands; amounts in parentheses indicate debits or reductions to earnings):

AOCI Components Three Months Ended Nine Months Ended

Location in the Condensed Consolidated Statement of Operations March 31, March 31,

2026 2025 2026 2025

Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts Revenues $ 2,071   $ 2,680   $ 4,474   $ 6,226

Costs of revenues and operating expenses 11,436   ( 2,146 ) 31,896   ( 1,692 )

Interest expense 758   758   2,275   2,526

Net gains reclassified from AOCI $ 14,265   $ 1,292   $ 38,645   $ 7,060

Unrealized gains on available-for-sale securities Other expense (income), net $ 170   $ 9   $ 482   $ 9

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NOTE 5 – MARKETABLE SECURITIES

The amortized cost and fair value of our fixed income marketable securities as of the dates indicated below were as follows:

As of March 31, 2026 (In thousands) Amortized

Cost Gross

Unrealized

Gains Gross

Unrealized

Losses Fair

Value

Corporate debt securities $ 1,194,203   $ 1,851   $ ( 1,428 ) $ 1,194,626

Money market funds and other 1,401,575   —  —  1,401,575

Municipal securities 38,648   54   ( 5 ) 38,697

Sovereign securities 51,985   —   ( 23 ) 51,962

U.S. Government agency securities 98,771   265   ( 86 ) 98,950

U.S. Treasury securities 1,400,879   1,365   ( 3,073 ) 1,399,171

Subtotal 4,186,061   3,535   ( 4,615 ) 4,184,981

Add: Time deposits (1)

438,179   —  —  438,179

Less: Cash equivalents 1,495,035   —   ( 4 ) 1,495,031

Marketable securities (2)

$ 3,129,205   $ 3,535   $ ( 4,611 ) $ 3,128,129

As of June 30, 2025 (In thousands) Amortized

Cost Gross

Unrealized

Gains Gross

Unrealized

Losses Fair

Value

Corporate debt securities $ 957,256   $ 4,456   $ ( 66 ) $ 961,646

Money market funds and other 1,531,022   —  —  1,531,022

Municipal securities 57,445   129   ( 1 ) 57,573

U.S. Government agency securities 116,436   458   ( 58 ) 116,836

U.S. Treasury securities 885,101   2,787   ( 329 ) 887,559

Subtotal 3,547,260   7,830   ( 454 ) 3,554,636

Add: Time deposits (1)

478,191   —  —  478,191

Less: Cash equivalents 1,641,074   1   ( 1 ) 1,641,074

Marketable securities (2)

$ 2,384,377   $ 7,829   $ ( 453 ) $ 2,391,753

________________

(1) Time deposits excluded from fair value measurements.

(2) Excludes equity marketable securities.

Our investment portfolio includes both corporate and government securities that have a maximum maturity of three years . The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As yields increase, those securities with a lower yield-at-cost show a mark-to-market unrealized loss. Most of our unrealized losses are due to changes in market interest rates and bond yields. We believe that we have the ability to realize the full value of all these investments upon maturity. As of March 31, 2026, we had 448 investments in a gross unrealized loss position. The following table summarizes the fair value and gross unrealized losses of our investments that were in an unrealized loss position as of the dates indicated below.

As of March 31, 2026 Less than 12 Months 12 Months or Greater Total

(In thousands) Fair Value Gross

Unrealized

Losses Fair Value Gross

Unrealized

Losses Fair Value Gross

Unrealized

Losses

Corporate debt securities $ 510,703   $ ( 1,428 ) $ —   $ —   $ 510,703   $ ( 1,428 )

Municipal securities 10,794   ( 5 ) —   —   10,794   ( 5 )

Sovereign securities 51,962   ( 23 ) —   —   51,962   ( 23 )

U.S. Government agency securities 38,937   ( 86 ) —   —   38,937   ( 86 )

U.S. Treasury securities 883,043   ( 3,073 ) —   —   883,043   ( 3,073 )

Total $ 1,495,439   $ ( 4,615 ) $ —   $ —   $ 1,495,439   $ ( 4,615 )

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As of June 30, 2025 Less than 12 Months 12 Months or Greater Total

(In thousands) Fair Value Gross

Unrealized

Losses Fair Value Gross

Unrealized

Losses Fair Value Gross

Unrealized

Losses

Corporate debt securities $ 98,149   $ ( 63 ) $ 2,528   $ ( 3 ) $ 100,677   $ ( 66 )

Municipal securities 5,774   ( 1 ) —   —   5,774   ( 1 )

U.S. Government agency securities 32,780   ( 58 ) —   —   32,780   ( 58 )

U.S. Treasury securities 238,627   ( 297 ) 20,330   ( 32 ) 258,957   ( 329 )

Total $ 375,330   $ ( 419 ) $ 22,858   $ ( 35 ) $ 398,188   $ ( 454 )

The contractual maturities of securities classified as available-for-sale, regardless of their classification on our Condensed Consolidated Balance Sheets, as of the date indicated below were as follows:

As of March 31, 2026 (In thousands) Amortized Cost Fair Value

Due within one year $ 1,464,028   $ 1,465,331

Due after one year through three years 1,665,177   1,662,798

Total $ 3,129,205   $ 3,128,129

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Realized gains and losses on available-for-sale securities for the three and nine months ended March 31, 2026 and 2025 were immaterial.

The costs for our equity marketable securities were $ 22.9 million as of both March 31, 2026, and June 30, 2025. Unrealized gains and losses for our equity marketable securities for the three and nine months ended March 31, 2026 and 2025 were immaterial.

NOTE 6 – GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in business combinations.

The following table presents changes in goodwill carrying value by reportable segment during the nine months ended March 31, 2026:

(In thousands) Semiconductor Process Control Specialty Semiconductor Process Printed Circuit Board (“PCB”) and Component Inspection Total

Balances as of June 30, 2025 $ 759,885   $ 681,858   $ 350,450   $ 1,792,193

Foreign currency adjustments ( 1,452 ) ( 816 ) ( 1,442 ) ( 3,710 )

Balances as of March 31, 2026 $ 758,433   $ 681,042   $ 349,008   $ 1,788,483

As of March 31, 2026, and June 30, 2025, goodwill is net of accumulated impairment losses of $ 277.6 million and $ 70.5 million in the Semiconductor Process Control and PCB and Component Inspection reportable segments, respectively.

Goodwill is not subject to amortization but is tested for impairment annually, as well as whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In testing goodwill for impairment, we utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. When performing the qualitative assessment, we consider the following factors: stock price or market capitalization, changes in the industry and competitive environment, budget-to-actual revenue and profitability performance from the prior year and projected revenue and profitability trends for future years at our reporting units. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a quantitative assessment by comparing the carrying value to the fair value of the reporting units. If the fair value is determined to be less than the carrying value, the amount of impairment is computed as the excess of the carrying value over the estimated fair value, not to exceed the carrying value of goodwill. Any impairment charges could have a material adverse effect on our operating results and net asset value in the quarter in which we recognize the impairment charge.

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As of March 31, 2026, there have been no significant events or circumstances affecting the valuation of goodwill subsequent to the annual assessment performed in the second quarter of the fiscal year 2026.

During the second quarter of fiscal 2025, in connection with our annual strategic planning process, we noted a continued deterioration of the long-term forecast for our PCB business, which is part of our PCB and Component Inspection reportable segment. In addition, in the second quarter of fiscal 2025, we completed an internal reorganization affecting the composition of reporting units within our Specialty Semiconductor Process and PCB and Component Inspection reportable segments. The downward revision of financial outlook for PCB and the reorganization of reporting units triggered goodwill impairment tests. As a result of our quantitative assessment before reorganization, we recorded a total goodwill impairment charge of $ 230.4  million in the former PCB reporting unit, which was part of the PCB and Component Inspection reportable segment, in the second quarter of fiscal 2025. No goodwill impairment was identified in the Specialty Semiconductor Process reportable segment. We assessed for impairment subsequent to the reorganization and noted no impairment. The goodwill balances of our new reporting units after reorganization were allocated on a relative fair value basis.

To determine the fair value of a reporting unit, we utilized income and market approaches and applied weighting of 75 percent and 25 percent, respectively. The income approach is estimated through discounted cash flow analysis. This valuation technique requires us to use significant estimates and assumptions, including long-term growth rates, discount rates and other inputs. The market approach estimates the fair value of the reporting unit by utilizing the market comparable method, which is based on revenue and earnings multiples from comparable companies. There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease the fair value of our reporting units, which could result in additional impairment charges in the future.

Purchased Intangible Assets

Changes in the gross carrying amount of intangible assets result from changes in foreign currency exchange rates and acquisitions. The components of purchased intangible assets as of the dates indicated below were as follows:

(In thousands) As of March 31, 2026 As of June 30, 2025

Category Gross

Carrying

Amount Accumulated

Amortization

and

Impairment Net

Amount Gross

Carrying

Amount Accumulated

Amortization

and

Impairment Net

Amount

Existing technology $ 1,555,974   $ 1,334,803   $ 221,171   $ 1,555,688   $ 1,222,520   $ 333,168

Customer relationships 358,036   309,616   48,420   359,555   285,274   74,281

Trade name / Trademark 119,346   119,346   —   119,409   113,210   6,199

Order backlog and other 91,100   85,021   6,079   89,309   84,419   4,890

Intangible assets subject to amortization

2,124,456   1,848,786   275,670   2,123,961   1,705,423   418,538

In-process research and development 44,874   19,827   25,047   46,074   19,827   26,247

Total $ 2,169,330   $ 1,868,613   $ 300,717   $ 2,170,035   $ 1,725,250   $ 444,785

Purchased intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. Impairment indicators primarily include declines in our operating cash flows from the use of these assets. If impairment indicators are present, we are required to perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to these long-lived assets to their carrying value.

As of March 31, 2026, there were no impairment indicators for purchased intangible assets.

In connection with the evaluation of the goodwill impairment in the PCB and Component Inspection reportable segment during the second quarter of fiscal 2025, due to the continued deterioration of financial outlook for the businesses and internal reorganization both noted above, the Company assessed tangible and intangible assets for impairment prior to performing the goodwill impairment test. The Company first performed a recoverability test for each asset group identified in the PCB and Component Inspection reportable segment by comparing projected undiscounted cash flows from the use and eventual disposition of each asset group to its carrying value. This test indicated that the undiscounted cash flows were not sufficient to recover the carrying value of the asset groups. We then compared the carrying value of the individual long-lived assets within those asset groups against their fair value in order to measure the impairment loss. As a result of this assessment, we recorded a total purchased intangible asset impairment charge of $ 8.7  million. No impairment was identified for other long-lived assets in the second quarter of fiscal 2025.

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Total impairment charges for goodwill and purchased intangible assets of $ 239.1  million were recognized as separate charges and included in income (loss) from operations in the nine months ended March 31, 2025.

Amortization expense for purchased intangible assets was $ 47.3 million and $ 145.8 million for the three and nine months ended March 31, 2026, respectively, and $ 53.9 million and $ 169.5 million for the three and nine months ended March 31, 2025, respectively.

Based on the purchased intangible assets gross carrying amount recorded as of March 31, 2026, the remaining estimated annual amortization expense is expected to be as follows:

Fiscal year ending June 30: Amortization (In thousands)

2026 (remaining three months) $ 44,846

2027 129,024

2028 49,123

2029 35,566

2030 14,760

2031 and thereafter 2,351

Total $ 275,670

The expected amortization expense is an estimate. Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets and other events.

NOTE 7 – DEBT

The following table summarizes our debt as of March 31, 2026 and June 30, 2025:

As of March 31, 2026 As of June 30, 2025

Amount

(In thousands) Effective

Interest Rate Amount

(In thousands) Effective

Interest Rate

Fixed-rate 4.100 % Senior Notes due on March 15, 2029

$ 800,000   4.159   % $ 800,000   4.159   %

Fixed-rate 4.650 % Senior Notes due on July 15, 2032

1,000,000   4.657   % 1,000,000   4.657   %

Fixed-rate 4.700 % Senior Notes due on February 1, 2034

500,000   4.777   % 500,000   4.777   %

Fixed-rate 5.650 % Senior Notes due on November 1, 2034

250,000   5.670   % 250,000   5.670   %

Fixed-rate 5.000 % Senior Notes due on March 15, 2049

400,000   5.047   % 400,000   5.047   %

Fixed-rate 3.300 % Senior Notes due on March 1, 2050

750,000   3.302   % 750,000   3.302   %

Fixed-rate 4.950 % Senior Notes due on July 15, 2052

1,450,000   5.023   % 1,450,000   5.023   %

Fixed-rate 5.250 % Senior Notes due on July 15, 2062

800,000   5.259   % 800,000   5.259   %

Total 5,950,000   5,950,000

Unamortized discount ( 22,239 ) ( 23,338 )

Unamortized debt issuance costs ( 40,698 ) ( 42,405 )

Total $ 5,887,063   $ 5,884,257

Reported as:

Long-term debt 5,887,063   5,884,257

Total $ 5,887,063   $ 5,884,257

Senior Notes and Debt Redemption

The original discounts on the senior, unsecured long-term notes listed in the table above (collectively, “Senior Notes”) are being amortized over the life of the debt. Interest is payable semi-annually as follows: on January 15 and July 15 of each year for the Senior Notes due July 15, 2032, 2052, and 2062; on February 1 and August 1 of each year for the Senior Notes due February 1, 2034; on March 1 and September 1 of each year for the Senior Notes due March 1, 2050; on March 15 and September 15 of each year for the Senior Notes due March 15, 2029, and 2049; and on May 1 and November 1 of each year for the Senior Notes due November 1, 2034. The Senior Notes rank senior in right of payment to all of KLA Corporation’s future

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subordinated indebtedness, equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness, are effectively subordinated in right of payment to all of our future secured indebtedness to the extent of the collateral securing such indebtedness and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of the Issuer’s subsidiaries. The relevant indentures for the Senior Notes (collectively, the “Indenture”) include covenants that limit our ability to grant liens on our facilities and enter into sale and leaseback transactions.

In certain circumstances involving a change of control followed by a downgrade of the rating of a series of Senior Notes by at least two of Moody’s Investors Service, S&P Global Ratings and Fitch Inc., unless we have exercised our rights to redeem the Senior Notes of such series, we will be required to make an offer to repurchase all or, at the holder’s option, any part, of each holder’s Senior Notes of that series pursuant to the offer described below (“Change of Control Offer”). In the Change of Control Offer, we will be required to offer payment in cash equal to 101 % of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, up to, but not including, the date of repurchase.

Based on the trading prices of the Senior Notes on the applicable dates, the fair value of the Senior Notes as of March 31, 2026 and June 30, 2025 was $ 5.46 billion and $ 5.54 billion, respectively. While the Senior Notes are recorded at cost, the fair value of the long-term debt was determined based on quoted prices in markets that are not active; accordingly, the long-term debt is categorized as Level 2 for purposes of the fair value measurement hierarchy.

As of March 31, 2026, we were in compliance with all of our covenants under the Indenture associated with the Senior Notes.

Revolving Credit Facility

On July 3, 2025, we entered into a revolving credit facility (“Revolving Credit Facility”) with a maturity date of July 3, 2030 that allows us to borrow up to $ 1.50  billion, pursuant to the terms set forth in the credit agreement (“Credit Agreement”). Subject to the terms of the Credit Agreement, the Revolving Credit Facility may be increased by an amount up to $ 500.0 million in the aggregate. As of March 31, 2026, we had no outstanding borrowings under the Revolving Credit Facility.

Under the Revolving Credit Facility, we may borrow, repay and reborrow funds until the maturity date, which may be extended following the exercise of no more than two one-year extension options with the consent of the lenders. We may prepay outstanding borrowings under the Revolving Credit Facility at any time without a prepayment penalty.

Borrowings under the Revolving Credit Facility can be made as Term Secured Overnight Financing Rate (“SOFR”) Loans or Alternate Base Rate (“ABR”) Loans, at the Company’s option. In the event that Term SOFR is unavailable, any Term SOFR elections will be converted to Daily Simple SOFR, as long as it is available. Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable Adjusted Term SOFR rate, which is equal to the applicable Term SOFR rate plus a spread ranging from 62.5 bps to 100.0 bps, as determined by the Company’s credit ratings at the time. Each ABR Loan will bear interest at a rate per annum equal to the ABR, as determined by the Company’s credit ratings at the time. We are also obligated to pay an annual commitment fee on the daily undrawn balance of the Revolving Credit Facility, which ranges from 4.0 bps to 10.0 bps, subject to an adjustment in conjunction with changes to our credit rating. The applicable interest rates and commitment fees are also subject to adjustment based on the Company’s performance against certain environmental sustainability key performance indicators (“KPI”) related to greenhouse gas emissions and renewable electricity usage. Our performance against these KPIs in calendar year 2024 resulted in reductions to the fees associated with our Revolving Credit Facility. As of March 31, 2026, the applicable commitment fee on the daily undrawn balance of the Revolving Credit Facility was 5.5 bps.

Under the Revolving Credit Facility, the maximum net leverage ratio on a quarterly basis is 3.25 to 1.00, covering the trailing four consecutive fiscal quarters for each fiscal quarter, which may be increased to 3.75 to 1.00 for a period of time in connection with a material acquisition or a series of material acquisitions. As of March 31, 2026, our maximum allowed net leverage ratio was 3.25 to 1.00.

We were in compliance with all covenants under the Credit Agreement as of March 31, 2026.

NOTE 8 – LEASES

We have operating leases for facilities, vehicles and other equipment. Our facility leases are primarily used for administrative functions, research and development (“R&D”), manufacturing, and storage and distribution. Our finance leases are not significant.

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Our existing leases do not contain significant restrictive provisions or residual value guarantees; however, certain leases contain provisions for the payment of maintenance, real estate taxes or insurance costs by us. Our leases have remaining lease terms ranging from less than one year to 27 years, including periods covered by options to extend the lease when it is reasonably certain that the option will be exercised.

Lease expense was $ 16.6 million and $ 44.5 million for the three and nine months ended March 31, 2026, respectively, and $ 13.1 million and $ 38.0 million for the three and nine months ended March 31, 2025, respectively. Expenses related to short-term leases, which were not recorded on the Condensed Consolidated Balance Sheets, were not material for the three and nine months ended March 31, 2026 and 2025. As of March 31, 2026 and June 30, 2025, the weighted-average remaining lease term was 6.7 and 6.2 years, respectively, and the weighted-average discount rate for operating leases was 3.77 % and 4.06 % as of March 31, 2026 and June 30, 2025, respectively.

Supplemental cash flow information related to leases was as follows:

Nine Months Ended March 31,

In thousands 2026 2025

Operating cash outflows from operating leases $ 41,264   $ 33,759

Right of use assets obtained in exchange for new operating lease liabilities $ 87,116   $ 43,369

Maturities of lease liabilities as of March 31, 2026 were as follows:

Fiscal Year Ending June 30: (In thousands)

2026 (remaining three months) $ 15,015

2027 59,001

2028 49,330

2029 38,905

2030 35,153

2031 and thereafter 98,962

Total lease payments 296,366

Less imputed interest ( 38,069 )

Total $ 258,297

As of March 31, 2026, we did not have material leases that had not yet commenced.

NOTE 9 – EQUITY AND LONG-TERM INCENTIVE COMPENSATION PLANS

As of March 31, 2026, 9.3 million shares remained available for issuance under the KLA Corporation 2023 Incentive Award Plan (“2023 Plan”). In addition, we have an Employee Stock Purchase Plan (“ESPP”), which enables eligible employees to purchase our common stock. We also offer a cash-based long-term incentive program (“Cash LTI”) to eligible employees.

For details of the 2023 Plan, ESPP and Cash LTI plans, refer to Note 10 “Equity, Long-Term Incentive Compensation Plans and Non-Controlling Interest” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Equity Incentive Plans - General Information

The following table summarizes the combined activity under our equity incentive plans:

(In thousands) Available

For Grant (1)

Balance as of June 30, 2025 9,574

Restricted stock units granted (2)

( 324 )

Restricted stock units granted adjustment (3)

53

Restricted stock units canceled 41

Balance as of March 31, 2026 9,344

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__________________

(1) The number of restricted stock units (“RSU”) reflects the application of the award multiplier of 2.0 x to calculate the impact of the award on the shares reserved under the 2023 Plan.

(2) Includes RSUs granted to senior management during the nine months ended March 31, 2026 with performance-based vesting criteria (in addition to service-based vesting criteria for any of such RSUs that are deemed to have been earned) (“performance-based RSU”). This line item includes all such performance-based RSUs granted during the nine months ended March 31, 2026 reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied ( 0.1 million shares for the nine months ended March 31, 2026 reflect the application of the multiplier described above).

(3) Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the nine months ended March 31, 2026.

The fair value of stock-based awards is measured at the grant date and is recognized as an expense over the employee’s requisite service period. The fair value for RSUs granted with “dividend equivalent” rights is determined using the closing price of our common stock on the grant date.

The following table shows stock-based compensation (“SBC”) expense for the indicated periods:

Three Months Ended March 31, Nine Months Ended March 31,

(In thousands) 2026 2025 2026 2025

SBC expense by:

Costs of revenues $ 16,832   $ 12,875   $ 42,328   $ 33,133

R&D 26,370   20,726   69,326   55,151

SG&A 40,736   36,600   116,413   105,458

Total SBC expense $ 83,938   $ 70,201   $ 228,067   $ 193,742

SBC capitalized as inventory was $ 32.5 million and $ 26.3 million as of March 31, 2026 and June 30, 2025, respectively.

Restricted Stock Units

The following table shows the activity and weighted-average grant date fair values for RSUs during the nine months ended March 31, 2026:

Shares (1)

(In thousands)

Weighted-Average

Grant Date

Fair Value

Outstanding RSUs as of June 30, 2025 (2)

1,292   $ 536.30

Granted (3)

162   $ 933.85

Granted adjustments (4)

( 27 ) $ 397.40

Vested and released ( 234 ) $ 436.47

Forfeited ( 19 ) $ 574.36

Outstanding RSUs as of March 31, 2026 (2)

1,174   $ 613.65

__________________

(1) Share numbers reflect actual shares subject to awarded RSUs.

(2) Includes performance-based RSUs.

(3) This line item includes performance-based RSUs granted during the nine months ended March 31, 2026 reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied ( 0.1 million shares for the nine months ended March 31, 2026, reflect the application of the multiplier described above).

(4) Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the nine months ended March 31, 2026.

The RSUs granted by us generally vest as follows, in each case subject to the recipient remaining employed by us as of the applicable vesting date: (i) with respect to awards with only service-based vesting criteria, over periods ranging from two to four years ; and (ii) with respect to awards with both performance-based and service-based vesting criteria, over periods ranging from three to four years . The RSUs granted to the independent members of the Board of Directors vest annually.

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As of March 31, 2026, the unrecognized SBC expense balance related to RSUs was $ 436.1 million, excluding the impact of estimated forfeitures, and will be recognized over an estimated weighted-average amortization period of 1.1 years. The intrinsic value of outstanding RSUs as of March 31, 2026 was $ 1.73 billion.

NOTE 10 – STOCK REPURCHASE PROGRAM

Our Board of Directors has authorized a program that permits us to repurchase our common stock, including an increase in the authorized repurchase amount of $ 7.00 billion in the third quarter of fiscal 2026. The stock repurchase program has no expiration date and may be suspended at any time. The intent of the program is, in part, to mitigate the potential dilutive impact related to our equity incentive plans and shares issued in connection with our ESPP as well as to return excess cash to our stockholders. Any and all share repurchase transactions are subject to market conditions and applicable legal requirements.

Under the authoritative guidance, share repurchases are recognized as a reduction to retained earnings to the extent available, with any excess recognized as a reduction of capital in excess of par value. In addition, the Inflation Reduction Act of 2022 introduced a 1% excise tax imposed on certain stock repurchases made after December 31, 2022 by publicly traded companies. The excise tax is recorded as part of the cost basis of treasury stock repurchased after December 31, 2022 and, as such, is included in stockholders’ equity.

As of March 31, 2026, an aggregate of $ 10.31 billion of authorization was available for repurchase under the stock repurchase program.

Share repurchases for the indicated periods (based on the trade date of the applicable repurchase) were as follows:

Three Months Ended March 31, Nine Months Ended March 31,

(In thousands) 2026 2025 2026 2025

Number of shares of common stock repurchased 440   711   1,523   2,430

Total cost of repurchases $ 631,913   $ 511,703   $ 1,733,866   $ 1,738,612

NOTE 11 – NET INCOME PER SHARE

Basic net income per share is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is calculated by using the weighted-average number of shares of common stock outstanding during the period, increased to include the number of additional shares of common stock that would have been outstanding if the shares of common stock underlying our outstanding dilutive RSUs had been issued. The dilutive effect of outstanding RSUs is reflected in diluted net income per share by application of the treasury stock method.

The following table sets forth the computation of basic and diluted net income per share:

(In thousands, except per share amounts) Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

Numerator:

Net income $ 1,200,990   $ 1,088,416   $ 3,467,712   $ 2,858,794

Denominator:

Weighted-average shares - basic, excluding unvested RSUs 130,909   132,607   131,318   133,361

Effect of dilutive RSUs and options 841   696   755   705

Weighted-average shares - diluted 131,750   133,303   132,073   134,066

Basic net income per share $ 9.17   $ 8.21   $ 26.41   $ 21.44

Diluted net income per share $ 9.12   $ 8.16   $ 26.26   $ 21.32

Anti-dilutive securities excluded from the computation of diluted net income per share —   5   1   39

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NOTE 12 – INCOME TAXES

The following table provides details of income taxes:

Three Months Ended March 31, Nine Months Ended March 31,

(Dollar amounts in thousands) 2026 2025 2026 2025

Income before income taxes $ 1,416,761 $ 1,264,433 $ 4,056,540 $ 3,315,649

Provision for income taxes $ 215,771 $ 176,017 $ 588,828 $ 456,855

Effective tax rate 15.2   % 13.9   % 14.5   % 13.8   %

Our effective tax rate was lower than the U.S. federal statutory rate during the three and nine months ended March 31, 2026, primarily due to the proportion of earnings generated in jurisdictions with tax rates lower than the U.S. statutory rate and the proportion of U.S. earnings eligible for the Foreign Derived Intangible Income deduction.

In the normal course of business, we are subject to examination by tax authorities throughout the world. We are subject to U.S. federal income tax examinations for all years beginning from the fiscal year ended June 30, 2022 and are under U.S. federal income tax examination for the fiscal year ended June 30, 2018. We have completed the federal income tax examination for the fiscal years ended June 30, 2019 and June 30, 2020. We are subject to state income tax examinations for all years beginning from the fiscal year ended June 30, 2021. We are also subject to examinations in other major foreign jurisdictions, including Singapore and Israel, for all years beginning from the calendar year ended December 31, 2019. We have completed the audit in Israel for calendar year ended December 31, 2019 to the fiscal year ended June 30, 2022. We believe our current unrecognized tax benefits are sufficient. It is possible that certain examinations may be concluded in the next 12 months. The timing and resolution of income tax examinations are uncertain. Given the uncertainty around the timing of the resolution of these ongoing examinations, we are unable to estimate the full range of possible adjustments to our unrecognized tax benefits within the next 12 months.

Legislative Developments

In January 2026, the Organization for Economic Co-operation and Development’s (“OECD”) introduced two new Pillar Two safe harbors which are expected to be available for fiscal years beginning on or after January 1, 2026: (1) the Side-by-Side Safe Harbor (“SBSSH”) for multinational entities headquartered in the jurisdictions with both eligible domestic and worldwide tax systems, and (2) the Ultimate Parent Entity (“UPE”) Safe Harbor for multinational entities with a UPE located in a jurisdiction that has only an eligible domestic tax system. The U.S. is an eligible jurisdiction for the SBSSH. We are not expecting a material tax impact to our Condensed Consolidated Financial Statements when countries begin to enact legislation to adopt the SBSSH provisions.

In December 2025, Israel adopted the Pillar Two Global Anti-Base Erosion (“GLoBE”) rules under the Multinational Enterprise (“Minimum Tax”) Act, which includes a domestic minimum tax of 15% that will be effective for us beginning in the fiscal year ending June 30, 2027. The Pillar Two GLoBE rules are deemed an alternative minimum tax so we did not recognize any deferred taxes for the estimated effects of the future minimum tax under current GAAP. We are not expecting a material tax impact to our Condensed Consolidated Financial Statements.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA provides for several permanent changes to the U.S. tax code among other items, including modifying the Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income rules from the Tax Cuts and Jobs Act; restoring full expensing for domestic research expenses; and reinstating 100% bonus depreciation provisions. ASC 740, Income Taxes, requires that the tax effects of changes in tax rates and laws be recognized in the period in which the legislation is enacted. The OBBBA provisions will result in an increase to our cash flows from operating activities and an increase to our effective tax rate in our fiscal year ending June 30, 2026. The effective tax rate changes have been reflected in the consolidated financial statements for the three and nine months ended March 31, 2026, and did not have a material impact to our Condensed Consolidated Financial Statements.

In November 2024, Singapore adopted the Pillar Two GLoBE rules under the Minimum Tax Act, which includes a domestic minimum tax of 15% that is effective for us in the current fiscal year. There was no material impact to our Condensed Consolidated Financial Statements during the three and nine months ended March 31, 2026. The Pillar Two GLoBE rules are deemed an alternative minimum tax so we did not recognize any deferred taxes for the estimated effects of the future minimum tax under current GAAP.

California Governor Newsom approved the 2024-25 California State Budget on June 27, 2024, which includes a provision to suspend the use of all net operating losses and limits the use of R&D tax credits to $5 million for tax years 2024 through 2026. This provision is effective in our fiscal years ended June 30, 2025 through September 30, 2027. There was no

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material tax impact to our Condensed Consolidated Financial Statements during the three and nine months ended March 31, 2026.

In December 2021, the OECD’s Inclusive Framework on Base Erosion and Profit Shifting released GLoBE rules under Pillar Two. For the countries that have enacted legislation to adopt the Pillar Two GLoBE rules, the provisions requiring a 15% minimum effective tax rate on income earned in the respective countries and a global 15% minimum effective top-up tax are effective for us beginning in our fiscal year ended June 30, 2025. There was no material tax impact to our Condensed Consolidated Financial Statements from these Pillar Two provisions during the three and nine months ended March 31, 2026.

NOTE 13 – LITIGATION AND OTHER LEGAL MATTERS

We are named, from time to time, as a party to lawsuits and other types of legal proceedings and claims in the normal course of our business. Actions filed against us include commercial, intellectual property (“IP”), customer, and labor and employment related claims, including complaints of alleged wrongful termination and potential class action lawsuits regarding alleged violations of federal and state wage and hour and other laws. In general, legal proceedings and claims, regardless of their merit, and associated internal investigations (especially those relating to IP or confidential information disputes) are often expensive to prosecute, defend or conduct, and may divert management’s attention and other Company resources. Moreover, the results of legal proceedings are difficult to predict, and the costs incurred in litigation can be substantial, regardless of outcome. We believe the amounts provided in our Condensed Consolidated Financial Statements are adequate in light of the probable and estimated liabilities. However, because such matters are subject to many uncertainties and the ultimate outcomes are not predictable, there can be no assurances that the actual amounts required to satisfy alleged liabilities from the matters described above will not exceed the amounts reflected in our Condensed Consolidated Financial Statements or will not have a material adverse effect on our results of operations, financial condition or cash flows.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Factoring. We have factoring agreements with financial institutions to sell certain of our trade receivables and promissory notes from customers without recourse. We do not believe we are at risk for any material losses as a result of these agreements. In addition, we periodically sell certain letters of credit (“LC”), without recourse, received from customers in payment for goods and services.

The following table shows total receivables sold under factoring agreements and proceeds from sales of LC for the indicated periods:

Three Months Ended March 31, Nine Months Ended March 31,

(In thousands) 2026 2025 2026 2025

Receivables sold under factoring agreements $ 109,405   $ 59,734   $ 286,197   $ 143,439

Proceeds from sales of LC $ 22,128   $ 20,188   $ 43,122   $ 55,525

Factoring and LC fees for the sale of certain trade receivables were recorded in other expense (income), net and were not material for the periods presented. KLA may continue servicing the receivables that are sold.

Purchase Commitments. We maintain commitments to purchase inventory from our suppliers as well as goods, services and other assets in the ordinary course of business. Our liability under these purchase commitments is generally restricted to a forecasted time-horizon as mutually agreed between the parties. This forecasted time-horizon can vary among different suppliers. Our estimate of our significant purchase commitments primarily for material, services, supplies and asset purchases is approximately $ 4.83 billion as of March 31, 2026, a majority of which are due within the next 12 months. Actual expenditures will vary based upon the volume of the transactions and length of contractual service provided. In addition, the amounts paid under these arrangements may be less in the event that the arrangements are renegotiated or canceled. Certain agreements provide for potential cancellation penalties.

Cash LTI Plan. As of March 31, 2026, we have committed $ 114.6 million for future payment obligations under our Cash LTI Plan. Cash LTI awards issued to employees under the Cash LTI Plan vest in three or four equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each anniversary of the grant date over a three - or four-year period. In order to receive payments under a Cash LTI award, participants must remain employed by us as of the applicable award vesting date.

Guarantees, Contingencies and Other. We maintain guarantee arrangements available through various financial institutions for up to $ 156.5 million, of which $ 124.6 million had been issued as of March 31, 2026, primarily to fund

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guarantees to customs authorities for value-added tax and other operating requirements of our consolidated subsidiaries worldwide.

We have a duty drawback program that allows for the recovery of certain import duties upon the export of qualifying goods. Our accounting policy is to recognize a receivable for duty drawback upon submission of a qualifying claim to U.S. Customs and Border Protection when recovery is considered probable and estimable.

In February 2026, the U.S. Supreme Court held that certain tariffs imposed under the International Emergency Economic Powers Act were not authorized. As a result, we are evaluating the appropriate method and timing of potential recovery of duties previously paid. While the administrative process for obtaining refunds under this ruling has been outlined, the timing and the potential for legal challenges remains uncertain. Any changes in the administrative process or regulations arising from legal challenges could impact our results of operations and cash flows, though the effect is not expected to be material.

In January 2025, we entered into a long-term virtual power purchase agreement to purchase a portion of the output generated from a solar energy project for a fixed price. As part of this agreement, we will also receive renewable energy credits commensurate with the power we acquire. These credits can be applied against our greenhouse gas emissions, accelerating the progress towards our goals of 100 % renewable electricity across our global operations by 2030, reduction of our Scope 1 and 2 emissions from our 2021 baseline by 50 % by 2030 and achievement of net zero Scope 1 and Scope 2 emissions by 2050. This agreement had no material impact o n our results of operations, financial condition or cash flows during the three and nine months ended March 31, 2026 or during the three months ended March 31, 2025.

Indemnification Obligations. Subject to certain limitations, we are obligated to indemnify our current and former directors, officers and employees with respect to certain litigation matters and investigations that arise in connection with their service to us. These obligations arise under the terms of our certificate of incorporation, bylaws, applicable contracts, and Delaware and California law. The obligation to indemnify generally means that we are required to pay or reimburse the individuals’ reasonable legal expenses and possibly damages and other liabilities incurred by several of our current and former directors, officers and employees in connection with these matters. For example, we have paid or reimbursed legal expenses incurred in connection with the investigation of our historical stock option practices and the related litigation and government inquiries. Although the maximum potential amount of future payments we could be required to make under the indemnification obligations generally described in this paragraph is theoretically unlimited, we believe the fair value of this liability, to the extent estimable, is appropriately considered within the reserve we have established for currently pending legal proceedings.

We are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which we customarily agree to hold the other party harmless against losses arising therefrom, or provide customers with other remedies to protect against bodily injury or damage to personal property caused by our products, non-compliance with our product performance specifications, infringement by our products of third-party IP rights and a breach of warranties, representations and covenants related to matters such as title to assets sold, validity of certain IP rights, non-infringement of third-party rights, and certain income tax-related matters. In each of these circumstances, payment by us is typically subject to the other party making a claim to and cooperating with us pursuant to the procedures specified in the particular contract. This usually allows us to challenge the other party’s claims or, in case of breach of IP representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, our obligations under these agreements may be limited in terms of amounts, activity (typically at our option to replace or correct the products or terminate the agreement with a refund to the other party), and duration. In some instances, we may have recourse against third parties and/or insurance covering certain payments made by us.

In addition, we may, in limited circumstances, enter into agreements that contain customer-specific commitments on pricing, tool reliability, spare parts stocking levels, response time and other commitments. Furthermore, we may give these customers limited audit or inspection rights to enable them to confirm that we are complying with these commitments. If a customer elects to exercise its audit or inspection rights, we may be required to expend significant resources to support the audit or inspection, as well as to defend or settle any dispute with a customer that could potentially arise out of such audit or inspection. To date, we have made no significant accruals in our Condensed Consolidated Financial Statements for this contingency. While we have not in the past incurred significant expenses for resolving disputes regarding these types of commitments, we cannot make any assurance that we will not incur any such liabilities in the future.

It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material effect on our business, financial condition, results of operations or cash flows.

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NOTE 15 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The authoritative guidance requires companies to recognize all derivative instruments, including foreign exchange contracts and rate lock agreements (collectively, “derivatives”), as either assets or liabilities at fair value on the Condensed Consolidated Balance Sheets. In accordance with the accounting guidance, we designate foreign currency forward transactions and options contracts and interest rate forward transactions as cash flow hedges. In accordance with the accounting guidance, we also designate certain foreign currency exchange contracts as net investment hedge transactions intended to mitigate the variability of the value of certain investments in foreign subsidiaries.

Our foreign subsidiaries operate and sell our products in various global markets. As a result, we are exposed to risks relating to changes in foreign currency exchange rates. We utilize foreign exchange contracts to hedge against future movements in foreign currency exchange rates that affect certain existing and forecasted foreign currency denominated sales and purchase transactions, such as the Japanese yen, the euro, the pound sterling and the new Israeli shekel.

We routinely hedge our exposures to certain foreign currencies with various financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations. These foreign exchange contracts, designated as cash flow hedges, generally have maturities of less than 12 months. Cash flow hedges are evaluated for effectiveness monthly, based on changes in total fair value of the derivatives. If a financial counterparty to any of our hedging arrangements experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material losses.

Since fiscal 2015, we have entered into five sets of forward contracts, generally to hedge the benchmark interest rate on portions of our Senior Notes prior to issuance (collectively, “Rate Lock Agreements”). Upon issuance of the associated debt, the Rate Lock Agreements were settled and their fair values were recorded within AOCI. The resulting gains and losses from these transactions are amortized to interest expense over the lives of the associated debt. As of March 31, 2026, the aggregate unamortized portion of the fair value of the forward contracts for the Rate Lock Agreements was a $ 42.2  million net gain.

For derivatives that are designated and qualify as cash flow hedges, the effective portion of the gains or losses is reported in AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For derivative contracts executed after adopting the new accounting guidance in fiscal 2019, the election to include time value for the assessment of effectiveness is made on all forward contracts designated as cash flow hedges. The change in fair value of the derivative is recorded in AOCI until the hedged item is recognized in earnings. The assessment of effectiveness of options contracts designated as cash flow hedges exclude time value. The initial value of the component excluded from the assessment of effectiveness is recognized in earnings over the life of the derivative contract. Any differences between changes in the fair value of the excluded components and the amounts recognized in earnings are recorded in AOCI.

For derivatives that are designated and qualify as a net investment hedge in a foreign operation and that meet the effectiveness requirements, the net gains or losses attributable to changes in spot exchange rates are recorded in cumulative translation within AOCI. The remainder of the change in value of such instruments is recorded in earnings on a straight-line basis over the lives of the associated derivative contracts. Recognition in earnings of amounts previously recorded in cumulative translation is limited to circumstances such as complete or substantially complete liquidation or sale of the net investment in the hedged foreign operations.

For derivatives that are not designated as hedges, gains and losses are recognized in Other expense (income), net. We use foreign exchange contracts to hedge certain foreign currency denominated assets or liabilities. The gains and losses on these derivative instruments are largely offset by the changes in the fair value of the assets or liabilities being hedged.

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Derivatives in Hedging Relationships: Foreign Exchange Contracts and Rate Lock Agreements

The gains (losses) on derivatives in cash flow and net investment hedging relationships recognized in other comprehensive income for the indicated periods were as follows:

Three Months Ended March 31, Nine Months Ended March 31,

(In thousands) 2026 2025 2026 2025

Derivatives Designated as Cash Flow Hedging Instruments:

Foreign exchange contracts:

Amounts included in the assessment of effectiveness $ ( 288 ) $ ( 1,893 ) $ 15,406   $ 3,254

Amounts excluded from the assessment of effectiveness $ 18   $ 42   $ 93   $ ( 118 )

Derivatives Designated as Net Investment Hedging Instruments:

Foreign exchange contracts (1) :

$ 193   $ 1,730   $ 25,775   $ 3,443

__________________

(1) No amounts were reclassified from AOCI into earnings related to the sale of a subsidiary, as there were no such sales during the periods presented.

The locations and amounts of designated and non-designated derivatives’ gains and losses reported in the Condensed Consolidated Statements of Operations for the indicated periods were as follows:

Three Months Ended March 31, Three Months Ended March 31,

2026 2025

(In thousands) Revenues Costs of Revenues and Operating Expenses Interest Expense Other Expense (Income), Net Revenues Costs of Revenues and Operating Expenses Interest Expense Other Expense (Income), Net

Total amounts presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 3,415,078   $ 2,007,569   $ 70,423   $ ( 79,675 ) $ 3,063,029   $ 1,762,637   $ 71,889   $ ( 35,930 )

Gains (Losses) on Derivatives Designated as Hedging Instruments:

Rate lock agreements:

Amount of gains reclassified from AOCI to earnings $ —   $ —   $ 758   $ —   $ —   $ —   $ 758   $ —

Foreign exchange contracts:

Amount of gains (losses) reclassified from AOCI to earnings $ 2,293   $ 11,436   $ —   $ —   $ 3,006   $ ( 2,146 ) $ —   $ —

Amount excluded from the assessment of effectiveness recognized in earnings $ ( 222 ) $ —   $ —   $ 6,806   $ ( 326 ) $ —   $ —   $ 363

Gains (Losses) on Derivatives Not Designated as Hedging Instruments:

Amount of gains (losses) recognized in earnings $ —   $ —   $ —   $ 1   $ —   $ —   $ —   $ ( 7,790 )

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Nine Months Ended March 31, Nine Months Ended March 31,

2026 2025

(In thousands) Revenues Costs of Revenues and Operating Expenses Interest Expense Other Expense (Income), Net Revenues Costs of Revenues and Operating Expenses Interest Expense Other Expense (Income), Net

Total amounts presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 9,921,920   $ 5,815,088   $ 211,166   $ ( 160,874 ) $ 8,981,421   $ 5,558,054   $ 229,041   $ ( 121,323 )

Gains (Losses) on Derivatives Designated as Hedging Instruments:

Rate lock agreements:

Amount of gains reclassified from AOCI to earnings $ —   $ —   $ 2,275   $ —   $ —   $ —   $ 2,526   $ —

Foreign exchange contracts:

Amount of gains (losses) reclassified from AOCI to earnings $ 5,112   $ 31,896   $ —   $ —   $ 7,435   $ ( 1,692 ) $ —   $ —

Amount excluded from the assessment of effectiveness recognized in earnings $ ( 638 ) $ —   $ —   $ 16,345   $ ( 1,209 ) $ —   $ —   $ 6,336

Gains (Losses) on Derivatives Not Designated as Hedging Instruments:

Amount of gains (losses) recognized in earnings $ —   $ —   $ —   $ 13,099   $ —   $ —   $ —   $ ( 4,390 )

The U.S. dollar equivalent of all outstanding notional amounts of foreign currency hedge contracts and rate lock agreements, with maximum remaining maturities of approximately 12 months as of the dates indicated below, were as follows:

As of As of

(In thousands) March 31, 2026 June 30, 2025

Cash flow hedge contracts - foreign currency

Purchase $ 505,004   $ 405,349

Sell $ 88,114   $ 159,475

Net investment hedge contracts - foreign currency

Sell $ 390,677   $ 384,130

Other foreign currency hedge contracts

Purchase $ 647,088   $ 618,844

Sell $ 572,240   $ 429,643

The locations and fair value of our derivatives reported in our Condensed Consolidated Balance Sheets as of the dates indicated below were as follows:

Asset Derivatives Liability Derivatives

Balance Sheet As of As of Balance Sheet As of As of

Location March 31, 2026 June 30, 2025 Location March 31, 2026 June 30, 2025

(In thousands) Fair Value Fair Value

Derivatives designated as hedging instruments

Foreign exchange contracts Other current assets $ 33,949   $ 29,492   Other current liabilities $ ( 8,831 ) $ ( 24,331 )

Total derivatives designated as hedging instruments 33,949   29,492   ( 8,831 ) ( 24,331 )

Derivatives not designated as hedging instruments

Foreign exchange contracts Other current assets 10,271   30,011   Other current liabilities ( 10,563 ) ( 4,284 )

Total derivatives not designated as hedging instruments 10,271   30,011   ( 10,563 ) ( 4,284 )

Total derivatives $ 44,220   $ 59,503   $ ( 19,394 ) $ ( 28,615 )

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The changes in AOCI, before taxes, related to derivatives for the indicated periods were as follows:

Three Months Ended March 31, Nine Months Ended March 31,

(In thousands) 2026 2025 2026 2025

Beginning AOCI $ 83,541   $ 69,835   $ 66,570   $ 68,903

Amount reclassified to earnings as net gains ( 14,265 ) ( 1,292 ) ( 38,645 ) ( 7,060 )

Net change in unrealized gains (losses) ( 77 ) ( 121 ) 41,274   6,579

Ending AOCI $ 69,199   $ 68,422   $ 69,199   $ 68,422

As of March 31, 2026, the net gain reported in AOCI that is expected to be reclassified into earnings within the next 12 months is $ 14.3 million.

Offsetting of Derivative Assets and Liabilities

We present derivatives at gross fair values in the Condensed Consolidated Balance Sheets. We have entered into arrangements with each of our counterparties, which reduce credit risk by permitting net settlement of transactions with the same counterparty under certain conditions. The information related to the offsetting arrangements for the periods indicated was as follows:

As of March 31, 2026 Gross Amounts of Derivatives Not Offset in the Condensed Consolidated Balance Sheets

(In thousands) Gross Amounts of Derivatives

Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets

Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets

Financial Instruments Cash Collateral Received Net Amount

Derivatives - assets $ 44,220   $ —   $ 44,220   $ ( 17,298 ) $ —   $ 26,922

Derivatives - liabilities $ ( 19,394 ) $ —   $ ( 19,394 ) $ 17,298   $ —   $ ( 2,096 )

As of June 30, 2025 Gross Amounts of Derivatives Not Offset in the Condensed Consolidated Balance Sheets

(In thousands) Gross Amounts of Derivatives

Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets

Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets

Financial Instruments Cash Collateral Received Net Amount

Derivatives - assets $ 59,503   $ —   $ 59,503   $ ( 28,615 ) $ —   $ 30,888

Derivatives - liabilities $ ( 28,615 ) $ —   $ ( 28,615 ) $ 28,615   $ —   $ —

NOTE 16 – SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer.

Our operating segments are aggregated into reportable segments based on several factors including, but not limited to, customer base, homogeneity of products, technology, delivery channels and similar economic characteristics. We have three reportable segments: Semiconductor Process Control; Specialty Semiconductor Process; and PCB and Component Inspection.

Semiconductor Process Control

The Semiconductor Process Control segment offers a comprehensive portfolio of inspection, metrology and data analytics products, and related services, which helps integrated circuit (“IC”) manufacturers achieve target yield throughout the entire semiconductor fabrication process, from R&D to final volume production. Our differentiated products and services are designed to provide comprehensive solutions that help our customers accelerate development and production ramp cycles, achieve higher and more stable semiconductor die yields and improve their overall profitability.

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Specialty Semiconductor Process

The Specialty Semiconductor Process segment develops and sells advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers, including manufacturers of microelectromechanical systems (“MEMS”), radio frequency (“RF”) communication chips and power semiconductors for automotive and industrial applications.

PCB and Component Inspection

The PCB and Component Inspection segment enables electronic device manufacturers to inspect, test and measure PCBs, flat panel displays and ICs to verify their quality, pattern the desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces. In March 2024, we made the decision to exit the Display business by announcing we would end manufacturing of most Display products but will continue to provide services to the installed base of Display products for existing customers.

The CODM uses total segment revenues and segment profit (loss) to assess performance and allocate resources (including employees, financial or capital resources), primarily during the annual strategic long-term planning and budgeting process. The CODM considers changes in market conditions, technology constraints and the competitive environment when making decisions about allocating resources to segments. The CODM does not evaluate segments using discrete asset information because asset allocation is not managed at the segment level and assets are not tracked by segment in a way that it is meaningful for decision-making. Segment profit (loss) represents segment income (loss) before income taxes, and excludes interest expense, other expense (income), net, restructuring costs, effects of changes in foreign currency exchange rates, and other corporate expenses.

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The following is a summary of results for each of our three reportable segments for the indicated periods:

(In thousands)

Semiconductor Process Control Specialty Semiconductor Process PCB and Component Inspection Total

For the three months ended March 31, 2026

Revenue $ 3,083,912   $ 164,028   $ 167,642   $ 3,415,582

Less:

Cost of revenue 1,127,180   88,505   80,956

R&D 344,303   13,806   29,905

SG&A 240,772   11,524   24,033

Other segment items (1)

8,805   26,754   11,420

Segment profit $ 1,362,852   $ 23,439   $ 21,328   $ 1,407,619

For the three months ended March 31, 2025

Revenue $ 2,738,817   $ 156,500   $ 168,552   $ 3,063,869

Less:

Cost of revenue 973,623   72,673   87,453

R&D 289,222   12,827   30,414

SG&A 198,305   10,415   23,909

Other segment items (1)

10,062   27,199   16,402

Segment profit $ 1,267,605   $ 33,386   $ 10,374   $ 1,311,365

For the nine months ended March 31, 2026

Revenue $ 8,987,952   $ 424,360   $ 509,305   $ 9,921,617

Less:

Cost of revenue 3,269,059   223,734   254,571

R&D 989,147   44,223   99,018

SG&A 693,436   34,912   75,002

Other segment items (1)

28,294   81,316   35,397

Segment profit $ 4,008,016   $ 40,175   $ 45,317   $ 4,093,508

For the nine months ended March 31, 2025

Revenue $ 8,069,711   $ 445,241   $ 467,615   $ 8,982,567

Less:

Cost of revenue 2,924,658   215,798   273,453

R&D 862,992   34,145   101,750

SG&A 607,133   38,117   77,962

Other segment items (1)

32,185   81,763   294,166

Segment profit (loss) $ 3,642,743   $ 75,418   $ ( 279,716 ) $ 3,438,445

__________________

(1) Other segment items for each reportable segment includes:

• Semiconductor Process Control — amortization of purchased intangible assets and acquisition related expenses.

• Specialty Semiconductor Process — amortization of purchased intangible assets.

• PCB and Component Inspection — amortization of purchased intangible assets for all periods presented and impairment of goodwill and purchased intangible assets for the nine months ended March 31, 2025.

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The following table reconciles total reportable segment revenue to total revenue for the indicated periods:

Three Months Ended March 31, Nine Months Ended March 31,

(In thousands) 2026 2025 2026 2025

Total revenues for reportable segments $ 3,415,582   $ 3,063,869   $ 9,921,617   $ 8,982,567

Effects of changes in foreign currency exchange rates ( 504 ) ( 840 ) 303   ( 1,146 )

Total revenues $ 3,415,078   $ 3,063,029   $ 9,921,920   $ 8,981,421

The following table reconciles total segment profit to total income before income taxes for the indicated periods:

Three Months Ended March 31, Nine Months Ended March 31,

(In thousands) 2026 2025 2026 2025

Total segment profit $ 1,407,619   $ 1,311,365   $ 4,093,508   $ 3,438,445

Unallocated amounts (1)

110   10,973   ( 13,324 ) 15,078

Interest expense 70,423   71,889   211,166   229,041

Other expense (income), net ( 79,675 ) ( 35,930 ) ( 160,874 ) ( 121,323 )

Income before income taxes $ 1,416,761   $ 1,264,433   $ 4,056,540   $ 3,315,649

__________________

(1) Unallocated amounts include effects of changes in exchange rates, restructuring costs and other corporate expenses.

Our significant operations outside the United States include manufacturing facilities in China, Germany, Israel and Singapore and sales, marketing and service offices in Japan, the rest of the Asia Pacific region and Europe. For geographical revenue reporting, revenues are attributed to the geographic location in which the customer is located. Long-lived assets consist of land, property and equipment, net, and are attributed to the geographic region in which they are located.

The following is a summary of revenues by geographic region, based on ship-to location, for the indicated periods:

(Dollar amounts in thousands) Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

Revenues:

Taiwan $ 869,110   25.5   % $ 988,470   32.3   % $ 2,507,705   25.3   % $ 2,331,672   26.0   %

China 829,583   24.3   % 792,884   25.9   % 3,091,630   31.2   % 3,083,713   34.3   %

Korea 681,060   19.9   % 378,548   12.4   % 1,459,747   14.7   % 974,656   10.9   %

North America 410,241   12.0   % 293,980   9.6   % 1,102,379   11.1   % 1,081,114   12.0   %

Europe and Israel 247,323   7.2   % 170,056   5.5   % 559,469   5.6   % 449,142   5.0   %

Rest of Asia 197,387   5.8   % 100,440   3.3   % 496,357   5.0   % 305,290   3.4   %

Japan 180,374   5.3   % 338,651   11.0   % 704,633   7.1   % 755,834   8.4   %

Total $ 3,415,078   100.0   % $ 3,063,029   100.0   % $ 9,921,920   100.0   % $ 8,981,421   100.0   %

The following is a summary of revenues by major product categories for the indicated periods:

(Dollar amounts in thousands) Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

Revenues:

Wafer Inspection $ 1,739,671   51   % $ 1,495,685   49   % $ 4,849,697   49   % $ 4,427,238   49   %

Patterning 615,076   18   % 636,415   21   % 1,978,664   20   % 1,743,504   20   %

Specialty Semiconductor Process 144,199   4   % 138,376   4   % 366,006   4   % 394,165   4   %

PCB and Component Inspection 95,148   3   % 104,254   3   % 292,794   3   % 270,489   3   %

Services 774,791   23   % 669,208   22   % 2,305,534   23   % 1,980,749   22   %

Other 46,193   1   % 19,091   1   % 129,225   1   % 165,276   2   %

Total $ 3,415,078   100   % $ 3,063,029   100   % $ 9,921,920   100   % $ 8,981,421   100   %

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Wafer Inspection and Patterning products are offered in the Semiconductor Process Control segment. Services are offered in multiple segments. Other includes primarily refurbished systems, remanufactured legacy systems, and enhancements and upgrades for previous-generation products that are part of the Semiconductor Process Control segment.

In the three months ended March 31, 2026, two customers accounted for approximately 19 % and 11 % of total revenues each. In the three months ended March 31, 2025, one customer accounted for approximately 23 % of total revenues. In the nine months ended March 31, 2026, one customer accounted for approximately 17 % of total revenues. In the nine months ended March 31, 2025, one customer accounted for approximately 20 % of total revenues. Three customers and two customers on an individual basis accounted for greater than 10 % of accounts receivable, net, at March 31, 2026 and June 30, 2025, respectively.

Land, property and equipment, net by geographic region as of the dates indicated below were as follows:

As of As of

(In thousands) March 31, 2026 June 30, 2025

Land, property and equipment, net:

United States $ 768,968   $ 728,162

Europe 285,242   253,848

Singapore 178,574   153,052

Rest of Asia 71,784   49,109

Israel 59,216   68,604

Total $ 1,363,784   $ 1,252,775

NOTE 17 – RESTRUCTURING CHARGES

From time to time, management approves restructuring plans including workforce reductions in an effort to streamline operations.

Restructuring charges were $ 0.2  million and $ 0.6  million for the three months ended March 31, 2026 and 2025, respectively. Restructuring charges were $ 0.9  million and $ 5.6  million for the nine months ended March 31, 2026 and 2025, respectively. The charges for fiscal years 2026 and 2025 include severance and related charges for the restructuring of the former PCB and Display operating segment, as a result of exiting the Display business. As of March 31, 2026 and June 30, 2025, the accrual for restructuring charges was $ 4.9 million and $ 5.9 million, respectively.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). All statements other than statements of historical fact may be forward-looking statements. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “could,” “would,” “should,” “expects,” “plans,” “anticipates,” “relies,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continues,” “thinks,” “seeks,” “commits”, or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements include those regarding, among others: the impact of tariffs on our business; forecasts of the future results of our operations, including profitability; orders for our products and capital equipment generally; sales of semiconductors; the investments by our customers in advanced technologies and new materials; growth of revenue in the semiconductor industry, the semiconductor capital equipment industry and our business; technological trends in the semiconductor industry; future developments or trends in the global capital and financial markets; our future product offerings and product features; the success and market acceptance of new products; timing of shipment of order backlog; our future product shipments and product and service revenues; our future gross margins; our future research and development (“R&D”) expenses and selling, general and administrative (“SG&A”) expenses; international sales and operations; our ability to maintain or improve our existing competitive position; success of our product offerings; creation and funding of programs for R&D; results of our investment in leading edge technologies; the effects of hedging transactions; the effect of the sale of trade receivables and promissory notes from customers; the effect of future compliance with laws and regulations; our future effective income tax rate; our recognition of tax benefits; the effects of any audits or litigation; future payments of dividends to our stockholders; the completion of any acquisitions of third parties, or the technology or assets thereof; benefits received from any acquisitions and development of acquired technologies; sufficiency of our existing cash balance, investments, cash generated from operations and the unfunded portion of our Revolving Credit Facility (as defined below in the “Revolving Credit Facility” section of “Liquidity and Capital Resources”) to meet our operating and working capital requirements, including debt service and payment thereof; future dividends, and stock repurchases; our compliance with the financial covenants under the Credit Agreement (as defined below in the “Revolving Credit Facility” section of “Liquidity and Capital Resources”) for our Revolving Credit Facility; the adoption of new accounting pronouncements; our repayment of our outstanding indebtedness; and our environmental, social and governance (“ESG”) related targets, goals and commitments.

Our actual results may differ significantly from those projected in the forward-looking statements in this report. Factors that might cause or contribute to such differences include, but are not limited to:

• Our vulnerability to a weakening in the condition of the financial markets and the global economy;

• Risks related to our international operations;

• Evolving Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce (“Commerce”) rules and regulations (the “BIS Rules”) and their impact on our ability to sell products to and provide services to certain customers in People’s Republic of China (“China”);

• Tariffs and other trade restrictions;

• Costly intellectual property (“IP”) disputes that could result in our inability to sell or use the challenged technology;

• Risks related to the legal, regulatory and tax environments in which we conduct our business;

• Differing stakeholder expectations, requirements and attention to ESG matters and the resulting costs, risks and impact on our business;

• Unexpected delays, difficulties and expenses in executing against our environmental, climate, or other ESG targets, goals and commitments;

• Our ability to attract, retain and motivate key personnel;

• Our vulnerability to disruptions and delays at our third-party service providers;

• Cybersecurity threats, cyber incidents affecting our and our business partners ’ s ystems and networks;

• Our inability to access critical information in a timely manner due to system failures;

• Risks related to acquisitions, integrations, strategic alliances or collaborative arrangements;

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• Climate change, earthquake, flood or other natural catastrophic events, public health crises or terrorism and the adverse impact on our business operations;

• The war between Ukraine and Russia, the armed conflict in Iran and elsewhere in the Middle East, and the significant military activity in those regions;

• Lack of insurance for losses and interruptions caused by terrorists and acts of war, and our self-insurance of certain risks including earthquake risk;

• Risks related to fluctuations in foreign currency exchange rates;

• Risks related to fluctuations in interest rates and the market values of our portfolio investments;

• Risks related to tax and regulatory compliance audits;

• Any change in taxation rules or practices and our effective tax rate;

• Compliance costs with federal securities laws, rules, regulations, NASDAQ requirements, and evolving accounting standards and practices;

• Ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns;

• Our vulnerability to a highly concentrated customer base;

• The cyclicality of the industries in which we operate;

• Our ability to timely develop new technologies and products that successfully address changes in the industry;

• Risks related to artificial intelligence (“AI”);

• Our ability to maintain our technology advantage and protect proprietary rights;

• Our ability to compete in the industry;

• Availability and cost of the materials and parts used in the production of our products;

• Our ability to operate our business in accordance with our business plan;

• Risks related to our debt and leveraged capital structure;

• We may not be able to declare cash dividends at all or in any particular amount;

• Liability to our customers under indemnification provisions if our products fail to operate properly or contain defects or our customers are sued by third parties due to our products;

• Our government funding for R&D is subject to audit, and potential termination or penalties;

• We may incur significant restructuring charges or other asset impairment charges or inventory write offs;

• We are subject to risks related to receivables factoring arrangements and compliance risk of certain settlement agreements with the government; and

• Risks related to the Court of Chancery of the State of Delaware being the sole and exclusive forum for certain actions and proceedings.

For a more detailed discussion of these and other risk factors that might cause or contribute to differences from the forward-looking statements in this report, see Part II, Item 1A “Risk Factors” in this report as well as Part I, Item 1 “Business”, Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management ’ s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended June 30, 2025. You should carefully review these risks and also review the risks described in documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, and we expressly assume no obligation and do not intend to update the forward-looking statements in this report after the date hereof.

EXECUTIVE SUMMARY

We are a leading supplier of process control and yield management solutions and services for the semiconductor and related electronics industries. Our broad portfolio of inspection and metrology products, and related service, software and other offerings, support R&D and manufacturing of integrated circuits (“IC”), wafers and reticles. Our products, services and expertise are used by our customers to measure, detect, analyze and resolve critical and nanometric level product defects, helping them to manage manufacturing process challenges and to obtain higher finished product yields at lower cost. We also offer advanced technology solutions to address various manufacturing needs of printed circuit boards (“PCB”), specialty semiconductor devices and other electronic components, including advanced packaging, light-emitting diode (“LED”), power devices, compound semiconductor, and data storage industries, as well as general materials research. In addition, our services business has grown consistently year-over-year and accounted for approximately 23% of our total revenues in the third quarter of fiscal 2026. Our services revenue, which is generated largely from recurring “subscription-like” contracts, increases the value of our contract offerings and extension of system lifetimes resulting from growth in legacy semiconductor markets.

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We are organized into three reportable segments as follows:

• Semiconductor Process Control: a comprehensive portfolio of inspection, metrology and data analytics products as well as related service offerings that help IC manufacturers achieve target yields throughout the semiconductor fabrication process, from R&D to final volume production.

• Specialty Semiconductor Process: advanced vacuum deposition and etching process tools used by a broad range of specialty semiconductor customers.

• PCB and Component Inspection: a range of inspection, testing and measurement, and direct imaging for patterning products used by manufacturers of PCBs, advanced packaging, microelectromechanical systems (“MEMS”) and other electronic components.

The semiconductor industry continues to experience significant market expansion and diversification. High-performance computing and data centers, fueled by widespread adoption of AI, are driving industry growth. We expect this momentum to continue during calendar year 2026. AI is a technology inflection point driving innovation and demand at the leading edge, and we believe our portfolio of products is uniquely positioned to support leading-edge demand and the ongoing AI buildout. Our semiconductor customers generally operate in one or both of the major semiconductor device manufacturing markets: memory and foundry/logic. End-market demand drivers that are expected to continue to benefit KLA in the long term include adoption of extreme ultraviolet lithography (“EUV”) in high volume manufacturing for Logic and DRAM memory (including high-bandwidth memory), which drives new process control requirements and growth in key markets for KLA. Demand for advanced semiconductor technologies, particularly evident in the 2-nanometer node, which is seeing higher levels of investment and process control intensity, continues to drive investments in AI. Increasing complexity and value of semiconductor packages, particularly for AI and high-performance computing applications, is also driving significant growth in our advanced packaging business. The digitization of all industries, including 5G markets, advances in healthcare and industrial applications, together with the increasing adoption of electric vehicles and intelligence in automobiles, are powering leading-edge design node technology investments and capacity expansions.

While we continue to invest in technological innovation, factors such as delays from customers in adopting new chips and technology methods could impact process control capital intensity. Pushouts or cancellations of deliveries to our customers could cause earnings volatility, due to the timing of revenue recognition as well as increased risk of inventory-related charges. Geopolitical factors, such as government regulations and tariffs, have had an adverse impact on our results of operations. However, despite these headwinds, our total revenues and net income improved in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Looking ahead, while we expect continued revenue growth in calendar year 2026, escalating costs for DRAM chips used in the Company’s image computers will continue to negatively impact our gross margin, though we expect this impact to be transitory.

We are continuously assessing the aggregate potential impact of government regulations, tariffs and other geopolitical risks on our financial results and operations. See Part II, Item 1A “Risk Factors” below, and also Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended June 30, 2025 for more information regarding how such actions by the U.S. government or another country could significantly impact our ability to provide our products and services to existing and potential customers, especially in China, and adversely affect our business, financial condition and results of operations.

The following table sets forth some of our key quarterly unaudited financial information:

(Dollar amounts in thousands, except net income per share) Three Months Ended

March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31,

2025

Total revenues $ 3,415,078 $ 3,297,146 $ 3,209,696 $ 3,174,741 $ 3,063,029

Costs of revenues $ 1,327,672 $ 1,271,210 $ 1,243,070 $ 1,207,286 $ 1,175,689

Gross margin 61.1% 61.4% 61.3% 62.0% 61.6%

Net income (1)

$ 1,200,990 $ 1,145,682 $ 1,121,040 $ 1,202,849 $ 1,088,416

Diluted net income per share (2)

$ 9.12 $ 8.68 $ 8.47 $ 9.06 $ 8.16

__________________

(1) For the explanation why our net income increased to $1.20 billion in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, refer to the “Results of Operations” section below, as the change is a result of movements in various income statement line items.

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(2) Diluted net income per share is computed independently for each of the quarters presented based on the weighted-average fully diluted shares outstanding for each quarter. Therefore, the sum of quarterly diluted net income per share information may not equal annual (or other multiple-quarter calculations of) diluted net income per share.

We continue to focus on returning cash to our investors, making $626.0 million in share repurchases and paying $248.8 million in dividends in the three months ended March 31, 2026. Our Board of Directors has authorized a program that permits us to repurchase our common stock, including an increase in the authorized repurchase amount of $7.00 billion in the third quarter of fiscal 2026. As of March 31, 2026, we had $10.31 billion of repurchase authority remaining. In March 2026, we also announced an increase in the dividend level to $2.30 per share per quarter, which was our 17th consecutive annual dividend increase. Refer to the “Liquidity and Capital Resources” section below for more information on our strong cash flow generation and strategy of returning excess cash to our stockholders.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical experience and evaluate them on an ongoing basis to ensure that they remain reasonable under current conditions. Actual results could differ from those estimates.

There have been no material changes in our critical accounting estimates since our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended June 30, 2025 for a complete description of our critical accounting estimates.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, including those recently adopted and the expected dates of adoption as well as estimated effects, if any, on our Condensed Consolidated Financial Statements of those not yet adopted, see Note 1 “Basis of Presentation” to our Condensed Consolidated Financial Statements.

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RESULTS OF OPERATIONS

Revenues and Gross Margin

Our business is affected by the concentration of our customer base and our customers’ capital equipment procurement schedules as a result of their investment plans. Our product revenues in any particular period are impacted by the amount of new orders we receive during that period and, depending upon the duration of manufacturing and installation cycles, in the preceding periods. Revenue is also impacted by average customer pricing, customer revenue deferrals associated with volume purchase agreements, the effect of fluctuations in foreign currency exchange rates, increased trade restrictions and the availability of government incentives for semiconductor capital investments. Service revenues are generated from product maintenance and support services, as well as billable time and material service calls made to our customers. The amount of our service revenues is typically a function of the number of systems installed at our customers’ sites and the utilization of those systems, but it is also impacted by other factors, such as our rate of service contract renewals, the types of systems being serviced and fluctuations in foreign currency exchange rates. A significant portion of our revenues continues to be generated in Asia, where a substantial portion of the world’s semiconductor manufacturing capacity is located, and we expect that trend to continue.

Three Months Ended March 31, Q3 FY26

vs.

Q3 FY25

(Dollar amounts in thousands) 2026 2025

Revenues:

Product $ 2,640,287 $ 2,393,821 $ 246,466  10  %

Service 774,791 669,208 105,583  16  %

Total revenues $ 3,415,078 $ 3,063,029 $ 352,049  11  %

Costs of revenues $ 1,327,672 $ 1,175,689 $ 151,983  13  %

Gross margin 61.1% 61.6%

Nine Months Ended March 31, Q3 FY26 YTD

vs.

Q3 FY25 YTD

(Dollar amounts in thousands) 2026 2025

Revenues:

Product $ 7,616,386  $ 7,000,672  $ 615,714  9  %

Service 2,305,534  1,980,749  324,785  16  %

Total revenues $ 9,921,920  $ 8,981,421  $ 940,499  10  %

Costs of revenues $ 3,841,952  $ 3,544,581  $ 297,371  8  %

Gross margin 61.3  % 60.5  %

Total revenues increased 11% in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to the increase in product revenues, and is attributable to higher investments from our memory customers, particularly in DRAM, led by high-bandwidth memory, and steady growth in foundry/logic. An increase in service revenues of 16%, due to continued growth in our installed base of tools, also contributed to higher total revenues compared to the same period in the prior year.

Total revenues increased 10% in the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025, primarily due to the increase in our product revenues, and is attributable to higher investments by our memory customers, particularly in DRAM, led by high-bandwidth memory, strong customer adoption of our advanced packaging portfolio of products, and steady growth in foundry/logic. An increase in service revenues of 16%, as a result of continued growth of our installed base of tools, also contributed to higher total revenues compared to the same period in the prior year.

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Revenues by segment (1)

Three Months Ended March 31, Q3 FY26

vs.

Q3 FY25

(Dollar amounts in thousands) 2026 2025

Revenues:

Semiconductor Process Control $ 3,083,912  $ 2,738,817  $ 345,095  13  %

Specialty Semiconductor Process 164,028  156,500  7,528  5  %

PCB and Component Inspection 167,642  168,552  (910) (1) %

Total revenues for reportable segments $ 3,415,582  $ 3,063,869  $ 351,713  11  %

Nine Months Ended March 31, Q3 FY26 YTD

vs.

Q3 FY25 YTD

(Dollar amounts in thousands) 2026 2025

Revenues:

Semiconductor Process Control $ 8,987,952  $ 8,069,711  $ 918,241  11  %

Specialty Semiconductor Process 424,360  445,241  (20,881) (5) %

PCB and Component Inspection 509,305  467,615  41,690  9  %

Total revenues for reportable segments $ 9,921,617  $ 8,982,567  $ 939,050  10  %

_______________

(1) Segment revenues exclude corporate allocations and the effects of changes in foreign currency exchange rates. For additional details, refer to Note 16 “Segment Reporting and Geographic Information” to our Condensed Consolidated Financial Statements.

Revenues from our Semiconductor Process Control segment for the three months ended March 31, 2026 increased by 13% compared to the same period in the prior year, primarily due to increased revenue from our memory customers, particularly related to DRAM, led by high-bandwidth memory, growth in foundry/logic, along with higher service revenues from an increasing number of tools in our installed base. Revenues in this segment increased by 11% for the nine months ended March 31, 2026 compared to the same period in the prior year, primarily due to increased revenue from our memory customers, particularly related to DRAM, led by high-bandwidth memory, higher revenue from advanced packaging, along with higher service revenues from an increasing number of tools in our installed base.

Revenues from our Specialty Semiconductor Process segment for the three months ended March 31, 2026 increased by 5% compared to the same period in the prior year, primarily due to timing of shipments and higher service revenues from an increasing number of tools in our installed base. Revenues in this segment decreased by 5% during the nine months ended March 31, 2026 compared to the same period in the prior year, attributable to lower volume of products sold, particularly in China, partially offset by higher service revenues from an increasing number of tools in our installed base.

Revenues from our PCB and Component Inspection segment decreased by 1% during the three months ended March 31, 2026 compared to the same period in the prior year, primarily due to revenues from our Display business being included in the prior year results, a business which has since been exited. The decrease was mostly offset by increased revenues from PCB products, along with higher service revenues from growth in our installed base of tools. Revenues in this segment increased by 9% during the nine months ended March 31, 2026 compared to the same period in the prior year, due to increased revenue from advanced packaging and PCB and component inspection products, along with higher service revenues from growth in our installed base, partially offset by the exit of the Display business.

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Below is supplementary revenue information by major product categories for the indicated periods:

(Dollar amounts in thousands) Three Months Ended March 31, Q3 FY26

vs.

Q3 FY25

2026 2025

Revenues:

Wafer Inspection $ 1,739,671  51  % $ 1,495,685  49  % $ 243,986  16  %

Patterning 615,076  18  % 636,415  21  % (21,339) (3) %

Specialty Semiconductor Process 144,199  4  % 138,376  4  % 5,823  4  %

PCB and Component Inspection 95,148  3  % 104,254  3  % (9,106) (9) %

Services 774,791  23  % 669,208  22  % 105,583  16  %

Other 46,193  1  % 19,091  1  % 27,102  142  %

Total $ 3,415,078  100  % $ 3,063,029  100  % $ 352,049  11  %

(Dollar amounts in thousands) Nine Months Ended March 31, Q3 FY26 YTD

vs.

Q3 FY25 YTD

2026 2025

Revenues:

Wafer Inspection $ 4,849,697  49  % $ 4,427,238  49  % $ 422,459  10  %

Patterning 1,978,664  20  % 1,743,504  20  % 235,160  13  %

Specialty Semiconductor Process 366,006  4  % 394,165  4  % (28,159) (7) %

PCB and Component Inspection 292,794  3  % 270,489  3  % 22,305  8  %

Services 2,305,534  23  % 1,980,749  22  % 324,785  16  %

Other 129,225  1  % 165,276  2  % (36,051) (22) %

Total $ 9,921,920  100  % $ 8,981,421  100  % $ 940,499  10  %

Revenues by region

The following is a summary of revenues by geographic region, based on ship-to location, for the indicated periods:

Three Months Ended March 31, Q3 FY26

vs.

Q3 FY25

(Dollar amounts in thousands) 2026 2025

Revenues:

Taiwan $ 869,110  25.5  % $ 988,470  32.3  % $ (119,360) (12) %

China 829,583  24.3  % 792,884  25.9  % 36,699  5  %

Korea 681,060  19.9  % 378,548  12.4  % 302,512  80  %

North America 410,241  12.0  % 293,980  9.6  % 116,261  40  %

Europe and Israel 247,323  7.2  % 170,056  5.5  % 77,267  45  %

Rest of Asia 197,387  5.8  % 100,440  3.3  % 96,947  97  %

Japan 180,374  5.3  % 338,651  11.0  % (158,277) (47) %

Total $ 3,415,078  100.0  % $ 3,063,029  100.0  % $ 352,049  11  %

Nine Months Ended March 31, Q3 FY26 YTD

vs.

Q3 FY25 YTD

(Dollar amounts in thousands) 2026 2025

Revenues:

China $ 3,091,630  31.2  % $ 3,083,713  34.3  % $ 7,917  —  %

Taiwan 2,507,705  25.3  % 2,331,672  26.0  % 176,033  8  %

Korea 1,459,747  14.7  % 974,656  10.9  % 485,091  50  %

North America 1,102,379  11.1  % 1,081,114  12.0  % 21,265  2  %

Japan 704,633  7.1  % 755,834  8.4  % (51,201) (7) %

Europe and Israel 559,469  5.6  % 449,142  5.0  % 110,327  25  %

Rest of Asia 496,357  5.0  % 305,290  3.4  % 191,067  63  %

Total $ 9,921,920  100.0  % $ 8,981,421  100.0  % $ 940,499  10  %

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Revenues from our customers in China increased 5% and by less than 1% in the three and nine months ended March 31, 2026, respectively, compared to the same periods in the prior year, primarily due to continued legacy node demand, partially offset by the effects of U.S. export controls and regulations.

Revenues from our customers in Taiwan decreased 12% in the three months ended March 31, 2026 compared to the same period in the prior year, primarily due to the timing of shipments. Revenues from customers in Taiwan increased 8% in the nine months ended March 31, 2026, compared to the same period in the prior year, primarily due to increased investments in process control to meet leading-edge demand driven by innovation and growth of AI.

Revenues from our customers in Korea increased 80% and 50% in the three and nine months ended March 31, 2026, respectively, compared to the same periods in the prior year, primarily due to increased investments from our memory customers. Revenues from our customers in North America increased 40% in the three months ended March 31, 2026 compared to the same period in the prior year, due to increased investments from both memory and foundry/logic customers. Revenues from customers in North America increased 2% in the nine months ended March 31, 2026, compared to the same period in the prior year, primarily due to increased investments from memory customers and continued legacy node demand, partially offset by lower shipments to foundry/logic customers. Revenues from our customers in Japan decreased 47% in the three months ended March 31, 2026 compared to the same period in the prior year, due to decreased investments from customers in the semiconductor process control segment. The remaining regions accounted for less than 10% of total revenues individually in the periods presented.

Gross margin

Our gross margin fluctuates with revenue levels and product mix and is affected by variations in costs related to manufacturing and servicing our products, including our ability to scale our operations efficiently and effectively in response to prevailing business conditions.

The following table summarizes the major factors that contributed to the changes in gross margin:

Gross Margin

Three Months Ended Nine Months Ended

March 31, 2025 61.6% 60.5%

Revenue volume of products and services 0.5% 0.4%

Mix of products and services sold (0.5)% 0.5%

Manufacturing labor, overhead and efficiencies (0.1)% 0.1%

Other service and manufacturing costs (0.4)% (0.2)%

March 31, 2026 61.1% 61.3%

Changes in gross margin from revenue volume of products and services reflect our ability to leverage existing infrastructure to generate higher revenues. Changes in gross margin from the mix of products and services sold reflect the impact of changes within the composition of product and service offerings. Changes in gross margin from manufacturing labor, overhead and efficiencies reflect our ability to manage costs and drive productivity as we scale our manufacturing activity to respond to customer requirements and amortization of intangible assets. In both the three and nine months ended March 31, 2026 , manufacturing labor, overhead and efficiencies included increased employee-related costs due to increases in headcount offset by absorption benefits from better build plans, compared to the same periods in the prior year. Changes in gross margin from other service and manufacturing costs include the impact of tariffs, customer support costs, including the efficiencies with which we deliver services to our customers, and the effectiveness with which we manage our production plans and inventory risk. In both the three and nine months ended March 31, 2026, o ther service and manufacturing costs included higher installation and warranty costs and increased costs due to tariffs, partially offset by lower inventory-related charges, compared to the same periods in the prior year.

Research and Development

R&D expenses may fluctuate with product development phases and project timing as well as our R&D efforts. As technological innovation is essential to our success, we may incur significant costs associated with R&D projects, including compensation for engineering talent, engineering material costs and other expenses.

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(Dollar amounts in thousands) Three Months Ended March 31, Q3 FY26

vs.

Q3 FY25

2026 2025

R&D expenses $ 388,763 $ 338,043 $ 50,720  15  %

R&D expenses as a percentage of total revenues 11  % 11  %

R&D expenses during the three months ended March 31, 2026 increased compared to the three months ended March 31, 2025 primarily due to increases in employee-related expenses of $35.7 million as a result of additional headcount and higher employee compensation and benefit costs, and engineering project material costs of $7.3 million.

(Dollar amounts in thousands) Nine Months Ended March 31, Q3 FY26 YTD

vs.

Q3 FY25 YTD

2026 2025

R&D expenses $ 1,133,095  $ 1,007,345  $ 125,750  12  %

R&D expenses as a percentage of total revenues 11  % 11  %

R&D expenses during the nine months ended March 31, 2026 increased compared to the nine months ended March 31, 2025 primarily due to increases in employee-related expenses of $87.6 million as a result of additional headcount and higher employee compensation and benefit costs, and engineering project material costs of $31.9 million.

Our future operating results will depend significantly on our ability to make products and provide services that have a competitive advantage in our marketplace. To do this, we believe that we must continue to make substantial and focused investments in our R&D. We remain committed to product development in new and emerging technologies.

Selling, General and Administrative

Three Months Ended March 31, Q3 FY26

vs.

Q3 FY25

(Dollar amounts in thousands) 2026 2025

SG&A expenses $ 291,134 $ 248,905 $ 42,229  17  %

SG&A expenses as a percentage of total revenues 9  % 8  %

SG&A expenses during the three months ended March 31, 2026 increased compared to the three months ended March 31, 2025 primarily due to increases in provision for credit losses of $23.1 million, employee-related expenses of $14.9 million as a result of additional headcount and higher employee compensation and benefit costs, and facilities-related expense of $6.6 million.

(Dollar amounts in thousands) Nine Months Ended March 31, Q3 FY26 YTD

vs.

Q3 FY25 YTD

2026 2025

SG&A expenses $ 840,041  $ 767,028  $ 73,013  10  %

SG&A expenses as a percentage of total revenues 8  % 9  %

SG&A expenses during the nine months ended March 31, 2026 increased compared to the nine months ended March 31, 2025 primarily due to increases in provision for credit losses of $26.1 million, facilities-related expense of $20.3 million, and employee-related expenses of $17.6 million as a result of additional headcount and higher employee compensation and benefit costs.

Restructuring Charges

Restructuring charges were $0.2 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively. Restructuring charges were $0.9 million and $5.6 million for the nine months ended March 31, 2026 and 2025, respectively. For additional information, refer to Note 17 “Restructuring Charges” to our Condensed Consolidated Financial Statements.

Interest Expense and Other Expense (Income), Net

Other expense (income), net is comprised primarily of fair value adjustments and realized gains or losses on sales of marketable and non-marketable securities, gains or losses from revaluations of certain foreign currency denominated assets and liabilities as well as foreign currency contracts, interest-related accruals (such as interest and penalty accruals related to our tax

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obligations) and interest income earned on our invested cash, cash equivalents and marketable securities.

(Dollar amounts in thousands) Three Months Ended March 31, Q3 FY26

vs.

Q3 FY25

2026 2025

Interest expense $ 70,423 $ 71,889 $ (1,466) (2) %

Other expense (income), net $ (79,675) $ (35,930) $ (43,745) (122) %

Interest expense as a percentage of total revenues 2  % 2  %

Other expense (income), net as a percentage of total revenues (2) % (1) %

Interest expense during the three months ended March 31, 2026 was comparable to the three months ended March 31, 2025, as average outstanding debt was essentially unchanged.

The change in other expense (income), net during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to a net fair value gain of $31.9 million from an equity security, favorable foreign exchange fluctuations of $12.4 million, and higher interest income of $4.1 million.

(Dollar amounts in thousands) Nine Months Ended March 31, Q3 FY26 YTD

vs.

Q3 FY25 YTD

2026 2025

Interest expense $ 211,166  $ 229,041  $ (17,875) (8) %

Other expense (income), net $ (160,874) $ (121,323) $ (39,551) (33) %

Interest expense as a percentage of total revenues 2  % 3  %

Other expense (income), net as a percentage of total revenues (2) % (1) %

Interest expense during the nine months ended March 31, 2026 decreased compared to the nine months ended March 31, 2025 primarily due to reduced interest expense following our $750.0 million debt repayment in the second quarter of fiscal 2025.

The change in other expense (income), net during the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025 was primarily due to a net fair value gain of $35.1 million from an equity security, favorable foreign exchange fluctuations of $13.4 million, partially offset by lower interest income of $4.3 million.

Provision for Income Taxes

The following table provides details of income taxes:

Three Months Ended March 31, Nine Months Ended March 31,

(Dollar amounts in thousands) 2026 2025 2026 2025

Income before income taxes $ 1,416,761 $ 1,264,433 $ 4,056,540  $ 3,315,649

Provision for income taxes $ 215,771 $ 176,017 $ 588,828  $ 456,855

Effective tax rate 15.2  % 13.9  % 14.5  % 13.8  %

The effective tax rate during the three months ended March 31, 2026 was higher compared to the three months ended March 31, 2025, primarily due to a decrease in the proportion of earnings generated in jurisdictions with tax rates lower than the U.S. statutory rates and a decrease in the proportion of U.S. earnings eligible for the Foreign Derived Intangible Income deduction, partially offset by a decrease in our Global Intangible Low-Taxed Income.

The effective tax rate during the nine months ended March 31, 2026 was higher compared to the nine months ended March 31, 2025, primarily due to a decrease in the proportion of earnings generated in jurisdictions with tax rates lower than the U.S. statutory rates and a decrease in the proportion of U.S. earnings eligible for the Foreign Derived Intangible Income deduction, partially offset by a decrease in our Global Intangible Low-Taxed Income and a $230.4 million goodwill impairment charge during the nine months ended March 31, 2024 which is non-deductible for income tax.

Our future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of our pre-tax income, the amount of our pre-tax income as business activities fluctuate, non-deductible expenses incurred in connection with acquisitions, R&D credits as a percentage of aggregate pre-tax income, non-taxable or non-deductible increases or decreases in the assets held within our Executive Deferred Savings Plan, the tax effects of employee stock activity and the effectiveness of our tax planning strategies. We also continue to monitor the adoption of Pillar Two relating to the global minimum tax in each of our tax jurisdictions to evaluate its impact on our effective income tax rate. For some of the

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jurisdictions that have adopted Pillar Two in their tax legislation, it was effective for us beginning in our fiscal year ended June 30, 2025.

For discussions on tax examinations, assessments and certain related proceedings, see Note 12 “Income Taxes” to our Condensed Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

As of As of

(Dollar amounts in thousands) March 31, 2026 June 30, 2025

Cash and cash equivalents $ 1,787,010 $ 2,078,908

Marketable securities 3,170,928 2,415,715

Total cash, cash equivalents and marketable securities $ 4,957,938 $ 4,494,623

Percentage of total assets 29  % 28  %

Nine Months Ended March 31,

(In thousands) 2026 2025

Cash flows:

Net cash provided by operating activities $ 3,236,649 $ 2,916,912

Net cash provided by (used in) investing activities (1,016,978) 122,864

Net cash used in financing activities (2,508,530) (3,155,874)

Effect of exchange rate changes on cash and cash equivalents (3,039) (3,009)

Net decrease in cash and cash equivalents $ (291,898) $ (119,107)

Cash, Cash Equivalents and Marketable Securities

As of March 31, 2026, our cash, cash equivalents and marketable securities totaled $4.96 billion, compared to the $4.49 billion balance as of June 30, 2025. Refer to below discussions of sources and uses of cash during the nine months ended March 31, 2026. As of March 31, 2026, $1.09 billion of our $4.96 billion of cash, cash equivalents and marketable securities were held by our foreign subsidiaries and branch offices. We have recorded appropriate provisions for income or withholding taxes that may result from future repatriations of this balance.

Cash Flows Provided by Operating Activities

We typically finance our liquidity requirements through cash generated from our operations. Net cash provided by operating activities during the nine months ended March 31, 2026 was $3.24 billion compared to $2.92 billion during the nine months ended March 31, 2025. This increase was primarily due to an increase in customer and other collections of approximately $960 million primarily driven by higher shipments, a decrease in income tax payments of approximately $73 million and a decrease in other tax payments of approximately $30 million; partially offset by increases in accounts payable payments of approximately $580 million and employee-related payments of approximately $165 million.

Cash Flows Used in Investing Activities

Net cash used in investing activities during the nine months ended March 31, 2026 was $1.02 billion compared to $122.9 million of net cash provided during the nine months ended March 31, 2025. This increase in cash used was primarily due to increases in net purchases of available-for-sale securities of $1.11 billion, and capital expenditures of $51.8 million, partially offset by a $16.5 million increase in proceeds from capital-related government assistance.

Cash Flows Used in Financing Activities

Net cash used in financing activities during the nine months ended March 31, 2026 was $2.51 billion compared to $3.16 billion during the nine months ended March 31, 2025. This decrease in cash used was primarily due to a $750.0 million debt repayment during the nine months ended March 31, 2025 and a decrease in common stock repurchases of $5.5 million, partially offset by increases in payment of dividends and dividend equivalents of $101.9 million and tax withholding payments related to vested and released restricted stock units (“RSU”) of $12.7 million.

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Stock Repurchases

The shares of common stock repurchased under our stock repurchase program have reduced our basic and diluted weighted-average shares outstanding for the nine months ended March 31, 2026 and 2025. The total amount of stock repurchases during the nine months ended March 31, 2026 and 2025 were $1.72 billion for both periods. The stock repurchase program is intended, in part, to mitigate the potential dilutive impact related to our equity incentive plans and shares issued in connection with our Employee Stock Purchase Program as well as to return excess cash to our stockholders. As of March 31, 2026, an aggregate of $10.31 billion was available for repurchase under our stock repurchase program, which reflects an increase in the authorized repurchase amount of $7.00 billion in the third quarter of fiscal 2026.

Cash Dividends

During the three months ended March 31, 2026, our Board of Directors declared a regular quarterly cash dividend of $1.90 per share on our outstanding common stock, which was paid on March 3, 2026 to our stockholders of record as of the close of business on February 17, 2026. During the same period in fiscal year ended June 30, 2025, our Board of Directors declared and paid a regular quarterly cash dividend of $1.70 per share on our outstanding common stock. The total amount of regular quarterly cash dividends and dividend equivalents paid during the three months ended March 31, 2026 and 2025 was $248.8 million and $225.8 million, respectively. The total amount of regular quarterly cash dividends and dividend equivalents paid during the nine months ended March 31, 2026 and 2025 was $752.5 million and $650.6 million, respectively. The amount of accrued dividend equivalents payable for regular quarterly cash dividends on unvested RSUs with dividend equivalent rights as of March 31, 2026 and June 30, 2025 was $15.8 million and $13.3 million, respectively. These amounts will be paid upon vesting of the underlying unvested RSUs as described in Note 9 “Equity and Long-term Incentive Compensation Plans” to our Condensed Consolidated Financial Statements.

Senior Notes

As of March 31, 2026, we had an aggregate principal amount of senior, unsecured notes totaling $5.95 billion (collectively, “Senior Notes”) with due dates ranging from fiscal 2029 through fiscal 2063. For additional information on these Senior Notes, see Note 7 “Debt” to our Condensed Consolidated Financial Statements. As of March 31, 2026, we were in compliance with all of our covenants under the Indenture associated with the Senior Notes.

Revolving Credit Facility

We have in place a Credit Agreement (“Credit Agreement”) for an unsecured Revolving Credit Facility (“Revolving Credit Facility”) with a maturity date of July 3, 2030 that allows us to borrow up to $1.50 billion. Subject to the terms of the Credit Agreement, the Revolving Credit Facility may be increased by an amount up to $500.0 million in the aggregate. As of March 31, 2026, we had no outstanding borrowings under the Revolving Credit Facility. We were in compliance with all covenants under the Credit Agreement as of March 31, 2026 (the net leverage ratio was 0.54 to 1.00, compared to a maximum net leverage ratio of 3.25 to 1.00 on a quarterly basis covering the trailing four consecutive fiscal quarters for each fiscal quarter). Considering our current liquidity position, short-term financial forecasts and ability to prepay the Revolving Credit Facility, if necessary, we expect to continue to be in compliance with our financial covenants at the end of our fiscal year ending June 30, 2026.

For additional information on the Revolving Credit Facility, see Note 7 “Debt” to our Condensed Consolidated Financial Statements.

Material Cash Requirements

For details regarding our debt and other material cash commitments, refer to Note 7 “Debt” and Note 14 “Commitments and Contingencies,” respectively, to our Condensed Consolidated Financial Statements. For additional details regarding our material cash requirements, refer to “Material Cash Requirements” in the “Liquidity and Capital Resources” section of Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Off-Balance Sheet Arrangements

As of March 31, 2026, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial position, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. Refer to Note 14 “Commitments and Contingencies” to our Condensed Consolidated Financial Statements for information related to indemnification obligations.

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Working Capital

Working capital was $7.60 billion as of March 31, 2026, which represents an increase of $986.4 million compared to our working capital of $6.61 billion as of June 30, 2025. As of March 31, 2026, our principal sources of liquidity consisted of $4.96 billion of cash, cash equivalents and marketable securities, as well as $1.50 billion availability under our Revolving Credit Facility. Our liquidity may be affected by many factors, some of which are based on the normal ongoing operations of the business, spending for business acquisitions, and other factors such as uncertainty in the global and regional economies and the semiconductor, semiconductor-related and electronic device industries. Although cash requirements will fluctuate based on the timing and extent of these factors, we believe that cash generated from operations, together with the liquidity provided by existing cash and cash equivalents balances, marketable securities and our Revolving Credit Facility, will be sufficient to satisfy our liquidity requirements associated with working capital needs, capital expenditures, cash dividends, stock repurchases and other contractual obligations for at least the next 12 months.

Credit Ratings

Our credit ratings as of March 31, 2026 are summarized below:

Rating Agency Rating

Fitch Inc. A

Moody’s Investors Service A2

S&P Global Ratings A-

Factors that can affect our credit ratings include changes in our operating performance, the economic environment, conditions in the semiconductor and semiconductor capital equipment industries, our financial position, material acquisitions and changes in our business strategy.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our interest rate risk, marketable equity security risk or foreign currency risk since our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Refer to “Quantitative and Qualitative Disclosures About Market Risk” contained in Part II, Item 7A of our Annual Report on Form 10-K for our fiscal year ended June 30, 2025 for a complete description of our market risk.

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures and Related CEO and CFO Certifications

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (“Disclosure Controls”) as of the end of the period covered by this Quarterly Report on Form 10-Q (this “Report”) required by Exchange Act Rules 13a-15(b) or 15d-15(b). The Disclosure Controls evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on this evaluation, the CEO and CFO have concluded that, as of the end of the period covered by this Report, our Disclosure Controls were effective at a reasonable assurance level.

Attached as exhibits to this Report are certifications of the CEO and CFO that are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Definition of Disclosure Controls

Disclosure Controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure Controls are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States of America. To the extent that components of our

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internal control over financial reporting are included within our Disclosure Controls, they are included in the scope of our annual controls evaluation.

Limitations on the Effectiveness of Disclosure Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls or internal control over financial reporting will prevent all error and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recent fiscal quarter covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

The information set forth above under Note 13 “Litigation and Other Legal Matters” to our Condensed Consolidated Financial Statements in Item 1 of Part 1 is incorporated herein by reference.

ITEM 1A.    RISK FACTORS

Other than the risk factors listed below, there have been no material changes in our risk factors since our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Refer to “Risk Factors” contained in Part I Item 1A of our Annual Report on Form 10-K for our fiscal year ended June 30, 2025 for a complete description of our risk factors. Any of these risks, as well as risks unknown to us or that we believe are currently immaterial, could have a material adverse impact on our business, financial condition or results of operations.

Over the past several years, there have been a variety of rules and regulations issued by Commerce that have had an impact on our ability to sell certain products and provide certain services to certain customers in China. These rules and regulations may significantly harm our business, results of operations, financial condition and cash flows in future periods, unless we are able to obtain required licenses.

We maintain significant operations outside the United States, and existing and evolving trade restrictions imposed by the U.S. and other governments could significantly disrupt our global operations. The U.S. government has tightened export controls for commodities, software, and technology (collectively, “items”) destined to China over the past several years. These controls have included, for example, restrictions on exporting certain items to military end users and for military end uses, the addition of numerous entities to the U.S. Entity List (a list of parties that are generally ineligible to receive U.S.-regulated items without prior licensing from Commerce), and the creation of new licensing requirements that apply to the export, re-export, and transfer of certain foreign-made items that are the direct product of U.S. origin technology or produced by a plant or major component of a plant that itself is the direct product of U.S. origin technology and which are destined to Huawei or its affiliates and other specified companies on the U.S. Entity List, and other facilities in China where the production of advanced node IC occurs.

In October 2022, Commerce published the 2022 BIS Rules (the “2022 BIS Rules”) that introduced restrictions related to semiconductor, semiconductor manufacturing, supercomputer, and advanced computing items and end uses. These rules impose restrictions on our ability to sell, ship and support certain equipment and otherwise conduct business with certain counterparties, primarily including China-based companies involved in advanced semiconductor manufacturing. Further, the 2022 BIS Rules impose restrictions on the activities of U.S. persons with respect to certain items that are not subject to the Export Administration Regulations (“EAR”), which departs from Commerce’s typical practice of controlling items that are subject to the EAR, and could further restrict our ability to conduct business in China. In October 2023, Commerce issued the 2023 BIS Rules (the “2023 BIS Rules”) designed to update export controls on advanced computing semiconductors and semiconductor manufacturing equipment, as well as items that support supercomputing applications and end-uses, to certain D1, D4 and/or D5 countries in Supplement No. 1 of Part 740 of the U.S. EAR, including China. The 2023 BIS Rules adjust the parameters included in the 2022 BIS Rules that determine whether an advanced computing chip is restricted and impose new measures to address risks of circumvention of the controls established by the 2022 BIS Rules.

In December 2024 and January 2025, Commerce again issued incremental 2024 BIS Rules and 2025 BIS Rules, adding even more companies to the U.S. Entity List and revising the definition of advanced DRAM, further restricting our ability to provide certain items and services to facilities in China producing advanced DRAM ICs.

In September 2025, Commerce released an interim final rule that further expands export control restrictions and licensing requirements for foreign entities 50% or more directly or indirectly owned by one or more listed parties on the U.S. Entity List, Military End-User List, and certain entities on the Specially Designated Nationals and Block Persons List, which Commerce has labeled the “Affiliates Rule.” The new rule increases compliance requirements with the EAR by imposing on exporters, re-exporters, and transferors of items subject to the EAR a responsibility to know the ownership of the parties to a transaction. In November 2025, the BIS suspended the Affiliates Rule for one year until November 2026.

Commerce may continue to add China-based entities to the U.S. Entity List and impose other end use or end user export restrictions, which could disrupt or prevent our product shipment, and further disrupt our revenue recognition, business operations and our ability to support our customers in China.

These rules and regulations may significantly harm our business unless we are able to obtain required licenses. We will continue to apply for export licenses, when required, in an effort to avoid disruption to our and our customers’ operations, but

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there can be no assurance that export licenses applied for by either us or our customers, now or in the future, will be granted. To the extent Commerce does issue licenses to us or to our customers, such licenses may have a short duration or require us to satisfy various conditions. If pending and future export license applications are not granted, or additional restrictions are imposed, or if regulators adopt new interpretations of existing regulations, the potential impact on us could be material by disrupting our supply chain and product shipment, impairing our ability to complete product development in a timely manner, or our ability to support existing customers of covered products or supply customers of covered products outside the impacted regions, and requiring us to transition certain operations out of one or more of the identified countries. Failure to obtain export licenses has harmed and could continue to harm our backlog, requiring us to return substantial deposits received from customers in China for purchase orders, and/or further limiting our ability to meet our contractual obligations and sell our products or provide services to our customers in China. In addition, the U.S. export restrictions on semiconductors and semiconductor technology to China and Chinese customers may reduce the need for our products and make it easier for our China-based competitors to develop and sell their own products and take market share from us.

We may lose revenue in future periods related to anticipated sales to customers in China unless we are able to replace their orders with other customer orders for which either an export license has been obtained or is not required. Our revenue from sales of products and provision of services to customers in China was 33%, 43% and 27% for fiscal years 2025, 2024 and 2023, respectively, and future revenue from China as a percentage of our overall revenue may decline as a result of the current and future Commerce rules and regulations.

Additionally, the Chinese government has adopted, and may further adopt, new regulations, in response to U.S. government actions, which could adversely affect our ability to do business in China.

We have faced delays and could face additional delays or denials in the export of our tools by regulatory agencies for national security or other regulatory concerns in the countries in which we do business, which could negatively affect our results of operations and timing of revenue recognition. We have controls and procedures designed to maintain compliance with U.S. and other applicable export control laws and regulations; however, we cannot guarantee that such controls and procedures will be successful in preventing violations or allegations of violations, of increasingly complex and often conflicting regulations worldwide. Recently, some of our products destined for China have been held up by U.S. Customs and Border Protection due to questions about the nature of the customer or about the capabilities of our products. We cannot make any assurance that products that have been held up will be cleared for shipment in a timely manner or without a license. Shipment delays or cancellations could have an adverse effect on our financial condition and results of operations. The complexity and evolving nature of the rules and regulations, and the fact that Commerce or other relevant regulators might adopt interpretations of regulations that differ from those of the Company, increase our risk of non-compliance.

Any violations by us of applicable export laws and regulations could result in significant civil and criminal penalties, including fines and criminal proceedings against the Company or responsible employees, a denial of export privileges, suspension or debarment. Our employees, customers, suppliers or other third parties with whom we work may also engage in conduct for which the Company might be held responsible. We could face significant compliance, litigation or settlement costs and diversion of management’s attention from our business as a result. Further, the Company may be subject to negative publicity or reputational harm, resulting in reduced demand for our products, employee attrition and other negative impact on our business, results of operations, financial condition and cash flows.

Recently announced and future U.S. tariffs or other restrictions placed on imports, retaliatory trade measures taken by other countries and resulting trade wars may have a material adverse impact on our results of operations.

In 2025, the U.S. implemented a number of tariffs on goods imported into the U.S., on a country and industry-specific basis (including aluminum, copper and steel). While some of the U.S. Tariffs have been paused, certain U.S. Tariffs are currently in effect, including a base tariff on nearly all imports into the U.S., certain reciprocal tariffs by country, and certain sectoral tariffs on copper, aluminum and steel, among others. In retaliation to the tariffs imposed on U.S. imports, a number of other countries announced reciprocal tariffs on goods imported from the U.S. While most countries paused their reciprocal tariffs on U.S. imported goods, those reciprocal tariffs could be reinstated at any time. Tariffs imposed by the U.S. on goods imported into the U.S. and tariffs imposed by other countries on U.S. goods imported into those countries may continue to evolve.

In April 2025, Commerce announced the initiation of investigations into the effects on U.S. national security of imports of semiconductors under Section 232 of the Trade Expansion Act of 1962. The scope of the investigations include semiconductors, semiconductor manufacturing equipment and their derivative products including semiconductor substrates and bare wafers, legacy chips, leading-edge chips, microelectronics and other components. While the results of the investigations are currently unknown, they may result in additional tariffs and trade restrictions which may adversely impact our business.

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In February 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act were not authorized, creating uncertainty around the status of prior tariffs, potential refund processes and the scope of future presidential tariff authority. This ruling adds volatility to an already fluid tariff environment and may result in rapid changes in tariff rates, shifts in enforcement, delays in customs processing and increased uncertainty in supply chain and capital planning for us and our customers.

The U.S. Tariffs have increased our cost of revenues due to the increase in the cost of importing foreign sourced components to our U.S. facilities to build the products that we manufacture in the U.S. Tariffs imposed on U.S. goods by other countries may harm demand for our products from customers in those regions, or may cause our customers in those regions to push out or cancel previously placed purchase orders. In addition, we have had to return deposits given to us by our customers upon cancellation of their purchase orders. Moreover, tariffs can make it difficult for us and our customers and suppliers to make and execute business and capital equipment investment plans or increase supply chain complexity, which may have an impact on our ability to source the materials necessary to manufacture our products.

Our efforts to address these risks, such as through operational adjustments and pricing strategies, may not be successful. Such efforts may need time to take effect and may have an adverse impact on our results of operations.

Unless rescinded or exemptions apply, tariffs and any escalations in the trade war could significantly harm our business, financial condition and results of operations.

We rely upon certain critical information systems for our daily business operations. Our inability to use or access our information systems at critical points in time could unfavorably impact our business operations.

Our global operations are dependent upon certain information systems, including telecommunications, the internet, our corporate intranet, network communications, email and various computer hardware and software applications. System failures or malfunctions, such as difficulties with our customer and supplier relationship management systems, could disrupt our operations and our ability to timely and accurately process and report key components of our financial results. Our enterprise resource planning (“ERP”) system is integral to our ability to accurately and efficiently maintain our books and records, record transactions, provide critical information to our management, and prepare our financial statements. We are currently upgrading our ERP system, with implementation expected to be completed in the first quarter of fiscal year 2027. Implementation of an upgrade to an ERP system requires the investment of significant resources and could lead to data migration issues, administrative and technical problems, and delays. Moreover, once our ERP system is upgraded, it may not operate as we expect it to. Any disruptions or difficulties that may occur in connection with our ERP system or other systems (whether in connection with the regular operation, periodic enhancements, modifications or upgrades of such systems or the integration of our acquired businesses into such systems, or due to cybersecurity events such as ransomware attacks, including attacks on the information systems of our business partners and other third parties) could adversely affect our ability to complete important business processes, such as the evaluation of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. Any of these events could have an adverse effect on our business, operating results and financial condition.

We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war. If international political instability or geopolitical tensions continue or increase, our business and results of operations could be harmed.

The threat of terrorism targeted at, or acts of war in, the regions of the world in which we do business increases the uncertainty in our markets. Any act of terrorism or war that affects the economy or the industries we serve could adversely affect our business. Increased international political instability or geopolitical tensions in various parts of the world, disruption in air transportation and further enhanced security measures as a result of terrorist attacks may hinder our ability to do business and may increase our costs of operations.

We maintain significant operations in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, and a state of hostility varying in degree and intensity has led to security and economic challenges for Israel. Persistent hostilities involving Iran and Iran-backed groups, including Hezbollah in Lebanon and Hamas in the Gaza Strip, have involved missile strikes against civilian targets in various parts of Israel and attacks on marine vessels traversing the Red Sea. The recent escalation of conflicts in the region has heightened instability, disrupted airspace, and increased freight and insurance costs. Disruptions in shipping routes in the Red Sea could result in delays in shipping our products to customers, which could delay the timing of revenue recognition and create uncertainty related to timeliness of shipments from the region. In addition, some of our employees in Israel are obligated to perform annual reserve duty in the Israel Defense Forces, and may be called to active military duty in emergency circumstances. The ongoing conflicts, including additional military actions, retaliatory measures, sanctions, cyberattacks, or other governmental or market responses, could lead to further disruption of global energy supplies, heighten inflationary pressures on our input costs, adversely affect global supply chains, commodity prices, currency exchange rates, financial markets and overall

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macroeconomic conditions. These developments could impact our ability to operate our business directly and indirectly through a similar impact on our suppliers and customers.

A change in our effective tax rate can have a significant adverse impact on our business.

We earn profits in, and are therefore potentially subject to taxes in, the U.S. and numerous foreign jurisdictions, including Singapore and Israel, the countries in which we earn the majority of our non-U.S. profits. Due to economic, political or other conditions, tax rates in those jurisdictions may be subject to significant change. A number of factors may adversely impact our future effective tax rates, such as the jurisdictions in which our profits are determined to be earned and taxed; changes in the tax rates imposed by those jurisdictions; expiration of tax holidays in certain jurisdictions that are not renewed; the resolution of issues arising from tax audits with various tax authorities; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development and impairment of goodwill in connection with acquisitions; changes in available tax credits; changes in stock-based compensation expense; changes in tax laws or the interpretation of such tax laws; changes in generally accepted accounting principles; and the repatriation of earnings from outside the U.S. for which we have not previously provided for U.S. taxes. A change in our effective tax rate can materially and adversely impact our results from operations.

In addition, changes to U.S. tax laws will significantly impact how U.S. multinational corporations are taxed on U.S. and foreign earnings. On July 4, 2025, the enactment of the One Big Beautiful Bill Act (“OBBBA”) provides for several permanent changes to the U. S. tax code including, among other items, modifying the Global Intangible Low-Taxed Income (“GILTI”) and Foreign-Derived Intangible Income (“FDII”) rules that were included in the Tax Cuts and Jobs Act, which was enacted into law on December 22, 2017.

The OBBBA renames GILTI to Net Controlled Foreign Corporation (“CFC”) Tested Income (“NCTI”) and modifies the percentage of foreign earnings under the GILTI regime that is taxable in the U.S. from 50% to 40% for tax years beginning after December 31, 2025. It also renames FDII to Foreign-Derived Deduction Eligible Income (“FDDEI”) and modifies the percentage of U.S. earnings under the FDII regime that is not subject to tax in the U.S. from 37.5% to 33.34% for tax years beginning after December 31, 2025. The net impact of the changes provided by the OBBBA and interpretations of such law may have a material and adverse impact to our effective tax rate.

On August 16, 2022, the enactment of the Inflation Reduction Act (“IRA”) introduced a corporate alternative minimum tax (“CAMT”) that was effective for us beginning in the quarter ended September 30, 2023. The CAMT applies a 15% minimum income tax rate on certain large corporations. Although we were not subject to the CAMT in our fiscal year ended June 30, 2025, the enactment of the OBBBA and interpretations of such law may result in our subjection to CAMT liability in future periods, which can have a material and adverse impact to our future effective tax rate.

Numerous countries are evaluating their existing tax laws due, in part, to recommendations made by the Organization for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting (“BEPS”) project. The OECD continues to advance its work under the BEPS 2.0 initiative to develop the framework for Pillar Two, which aims to implement a global minimum tax of 15%. Many countries have enacted or drafted legislation using the Pillar Two framework to propose domestic tax laws requiring a minimum tax rate of 15% (“top-up tax”) on income earned in the respective countries. The tax liability from top-up tax may have a material and adverse impact to our effective tax rate.

Our business would be harmed if we do not receive parts sufficient in number and performance to meet our production requirements and product specifications in a timely and cost-effective manner.

We use a wide range of materials in the production of our products, including custom electronic and mechanical components, and we use numerous suppliers to supply these materials. Generally, we do not have guaranteed supply arrangements with our suppliers. Because of the variability and uniqueness of customers’ orders, we do not maintain an extensive inventory of materials for manufacturing. Through our business interruption planning, we seek to minimize the risk of production and service interruptions and/or shortages of key parts by, among other things, monitoring the financial stability of key suppliers, identifying (but not necessarily qualifying) possible alternative suppliers and maintaining appropriate inventories of key parts. Although we make reasonable efforts to ensure that parts are available from multiple suppliers, certain key parts are available only from a single supplier or a limited group of suppliers. Also, key parts we obtain from some of our suppliers incorporate the suppliers’ proprietary IP; in those cases, we are increasingly reliant on third parties for high-performance, high-technology components, which reduces the amount of control we have over the availability and protection of the technology and IP that is used in our products. In addition, if certain of our key suppliers experience liquidity issues and are forced to discontinue operations, which is a heightened risk, especially during economic downturns, it could affect their ability to deliver parts and could result in delays for our products. Similarly, especially with respect to suppliers of high-technology components, our suppliers themselves have increasingly complex supply chains, and delays or disruptions at any stage of their supply chains

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may prevent us from obtaining parts in a timely manner and result in delays for our products, or our suppliers might pass on the cost of inflation to us while we are unable to adjust pricing with our own customers.

In April 2025, the Chinese government imposed export controls on seven of the seventeen elements classified as rare earth elements. In October 2025, the Chinese government imposed additional restrictions and licensing requirements on certain rare earth elements, some of which became effective immediately on the announcement date and other portions of the regulations became effective in November 2025. The Chinese government imposed export controls on an additional five rare earth elements and certain license requirements for items made outside of China that incorporate controlled rare earth elements. It is estimated that China controls about 70% of the worldwide mining of rare earth elements, 90% of the separation and processing of those elements and 93% of the magnets manufactured from those elements. Rare earth elements are critical to certain components contained in our products. If our suppliers are unable to provide the components necessary to make our products because of restrictions placed on their access to rare earth elements or products derived from rare earth elements, our business, financial condition and results of operations could be materially harmed. Our operating results and business may be adversely impacted if we are unable to obtain parts to meet our production requirements and product specifications, or if we are able to do so only on unfavorable terms.

A supplier may discontinue production of a particular part for any number of reasons, including the supplier’s financial condition or business operational decisions, which would require us to purchase, in a single transaction, a large number of such discontinued parts in order to ensure that a continuous supply of such parts remains available to our customers. Such “end-of-life” parts purchases could result in significant expenditures by us in a particular period, and, ultimately, any unused parts may result in a significant inventory write-off, either of which could have an adverse impact on our financial condition and results of operations for the applicable periods. Recently, a few large suppliers have discontinued manufacturing certain DRAM chips that are incorporated in a number of our products, and the resulting shortage has caused a dramatic increase in the prices to acquire these chips. Our efforts to procure these chips have contributed to an increase in purchase commitments in fiscal 2026. We estimate that the additional costs to procure these DRAM chips will continue to have an adverse impact on our gross margin in calendar 2026. If we are unable to acquire adequate supply of such chips or acquire them in a timely or cost-controlled manner, our results of operations could be harmed.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Equity Repurchase Plans

The following is a summary of stock repurchases for the three months ended March 31, 2026:

Period Total Number of Shares Purchased Average Price Paid per Share (3)

Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (1)

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)(2)(3)

January 1, 2026 to January 31, 2026 131,371  $ 1,431.47  131,371  $ 3,750,463,056

February 1, 2026 to February 28, 2026 190,647  $ 1,405.79  190,647  $ 3,482,453,585

March 1, 2026 to March 31, 2026 117,578  $ 1,441.02  117,578  $ 10,313,021,679

Total 439,596  439,596

__________________

(1) Our Board of Directors has authorized a program that permits us to repurchase our common stock, including a $7.00 billion increase approved by the Board in the third quarter of fiscal 2026. As of March 31, 2026, $10.31 billion remained available for repurchases under our repurchase program. All shares in the table were purchased pursuant to our publicly announced repurchase program.

(2) Our stock repurchase program has no expiration date and may be suspended at any time. Future repurchases of shares of our common stock under our repurchase program may be effected through various different repurchase transaction structures including isolated open market transactions, accelerated share repurchase agreements or systematic repurchase plans, subject to market conditions, applicable legal requirements and other factors.

(3) Average price paid per share and approximate dollar value of shares that may yet be purchased under the plans or programs exclude the excise tax imposed on certain stock repurchases as part of the Inflation Reduction Act of 2022, or other fees, costs or expenses that may be applicable to the repurchases.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

Rule 10b5-1 Trading Plans Adopted by Officers and Directors During the Third Quarter

During the three months ended March 31, 2026, the following officers of the Company adopted trading plans, or amendments to existing trading plans, to sell and/or gift shares of our common stock that have been or will be issued upon the vesting of RSUs, or purchased in our Employee Stock Purchase Plan, that are intended to satisfy the affirmative defense conditions set forth in Rule 10b5-1(c) under the Securities Exchange Act. The material terms of the trading plans other than pricing conditions are set forth in the table below:

Name of Officer

Title of Officer

Date of Adoption

Duration

Maximum Number of Shares to be Sold (1) (2)

Virendra Kirloskar

Senior Vice President and Chief Accounting Officer February 18, 2026 366 days (3)

1,759

Mary Beth Wilkinson

Executive Vice President, Chief Legal Officer and Corporate Secretary February 2, 2026 365 days (4)

11,343

(1) Due to pricing conditions in the trading plans, the number of shares actually sold under the trading plans may be less than the maximum number of shares that can be sold. Shares sold under plans upon the vesting of performance-based RSUs where the performance conditions have not been met at the time of plan adoption or are to be purchased in the future under our employee stock purchase plan are calculated at the maximum number of shares that may be issued, with fractional shares disregarded.

(2) For RSUs that have not vested, the maximum number of shares to be sold does not take into account shares withheld for taxes.

(3) Mr. Kirloskar’s trading plan terminates when the last trade is placed under the plan. The last scheduled trade is on August 7, 2026; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on February 18, 2027 .

(4) Ms. Wilkinson’s trading plan terminates when the last trade is placed under the plan. The last scheduled trade is on August 7, 2026; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on February 1, 2027 .

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ITEM 6.    EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form File Number Exhibit Number Filing Date

3.1

Restated Certificate of Incorporation

10-K No. 000-09992 3.1 August 16, 2019

3.2

Amended and Restated By-Laws

8-K No. 000-09992 3.1 November 7, 2025

10.1

Calendar Year 2026 Executive Incentive Plan*+

31.1

Certification of Chief Executive Officer under Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934

31.2

Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934

32

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 ^

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

^ Furnished herewith

* Denotes a management contract, plan or agreement.

+ Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KLA CORPORATION

(Registrant)

April 29, 2026     /s/ RICHARD P. WALLACE

(Date)     Richard P. Wallace

President and Chief Executive Officer

(Principal Executive Officer)

April 29, 2026     /s/ BREN D. HIGGINS

(Date)     Bren D. Higgins

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

April 29, 2026     /s/ VIRENDRA A. KIRLOSKAR

(Date)     Virendra A. Kirloskar

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

打开原文

NVIDIA与Marvell通过NVLink Fusion扩大AI基础设施合作

重要性未评级

标签

标的：`MRVL`来源：NVIDIA / Marvell Technology发布日期：2026-03-31重要性：未评级

中文摘要

• NVIDIA 与 Marvell 宣布通过 NVLink Fusion 建立战略合作，Marvell 将提供定制XPU、scale-up网络、光学DSP和硅光子相关能力。
• NVIDIA 同时宣布向 Marvell 投资20亿美元。
• 双方称还将围绕AI-RAN、先进光互连和硅光子开展合作。

英文原文

NVIDIA AI Ecosystem Expands as Marvell Joins Forces Through NVLink Fusion

本地未取得可读全文：HTTP 403。可使用上方“打开原文”核查。

打开原文

NVIDIA Fiscal 2026 Form 10-K

重要性未评级

发布时间早于日报 5 天摘要窗口。

标签

标的：`NVDA`来源：U.S. Securities and Exchange Commission发布日期：2026-02-25重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：53067

中文摘要

• NVIDIA披露，H20对华出口许可要求导致2026财年第一季度确认45亿美元的过剩库存及采购义务费用。
• 公司称2026年2月获得可向特定中国客户少量交付H200的许可，但截至年报日尚未产生该计划收入，也不确定中国是否允许进口。
• 相关许可要求H200在发货前于美国接受检查，并会因进入美国接受检查而承担25%进口关税。
• NVIDIA称截至2026财年末，公司实际上无法参与中国数据中心计算市场的竞争。

英文原文

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________________________

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 25 , 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-23985

NVIDIA CORP ORATION

(Exact name of registrant as specified in its charter)

Delaware 94-3177549

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

2788 San Tomas Expressway , Santa Clara , California

95051

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: ( 408 ) 486-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.001 par value per share NVDA The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer," “accelerated filer," “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 25, 2025 was approximately $ 4.0 trillion (based on the closing sales price of the registrant's common stock as reported by the Nasdaq Global Select Market on July 25, 2025). This calculation excludes 1.0 billion shares held by directors and executive officers of the registrant. This calculation does not exclude shares held by such organizations whose ownership exceeds 5% of the registrant's outstanding common stock that have represented to the registrant that they are registered investment advisers or investment companies registered under section 8 of the Investment Company Act of 1940.

The number of shares of common stock outstanding as of February 20, 2026 was 24.3 billion.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.

Table of Contents

NVIDIA Corporation

Table of Contents

Page

Part I

Item 1.

Business

4

Item 1A.

Risk Factors

12

Item 1B.

Unresolved Staff Comments

32

Item 1C

Cybersecurity

32

Item 2.

Properties

33

Item 3.

Legal Proceedings

33

Item 4.

Mine Safety Disclosures

33

Part II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

33

Item 6.

[Reserved]

35

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

36

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

44

Item 8.

Financial Statements and Supplementary Data

45

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

45

Item 9A.

Controls and Procedures

45

Item 9B.

Other Information

46

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

46

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

46

Item 11.

Executive Compensation

47

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

47

Item 13.

Certain Relationships and Related Transactions, and Director Independence

47

Item 14.

Principal Accountant Fees and Services

47

Part IV

Item 15.

Exhibits and Financial Statement Schedules

48

Item 16.

Form 10-K Summary

83

Signatures

84

2

Table of Contents

Where You Can Find More Information

Investors and others should note that we announce material financial information to our investors using our investor relations website, press releases, SEC filings and public conference calls and webcasts. We also use the following social media channels as a means of disclosing information about the company, our products, our planned financial and other announcements and attendance at upcoming investor and industry conferences, and other matters and for complying with our disclosure obligations under Regulation FD:

NVIDIA Corporate Blog (blogs.nvidia.com/)

NVIDIA Technical Blog (developer.nvidia.com/blog/)

NVIDIA LinkedIn (linkedin.com/company/nvidia)

NVIDIA Facebook (facebook.com/nvidia)

NVIDIA Instagram (instagram.com/nvidia)

NVIDIA X (x.com/nvidia)

NVIDIA Threads (threads.com/@nvidia)

NVIDIA Investor Relations (investor.nvidia.com)

NVIDIA YouTube (YouTube.com/nvidia).

The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this Annual Report on Form 10-K.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections based on management's beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties, and other factors in this Annual Report on Form 10-K in greater detail under the heading “Risk Factors.” Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Annual Report on Form 10-K completely and understand that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

All references to “NVIDIA,” “we,” “us,” “our,” or the “Company” mean NVIDIA Corporation and its subsidiaries.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the filing date of this Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

© 2026 NVIDIA Corporation. All rights reserved.

3

Table of Contents

Part I

Item 1. Business

Our Company

NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. NVIDIA is now a data center scale AI infrastructure company reshaping all industries.

Our technology stack includes the foundational NVIDIA CUDA development platform that runs on all NVIDIA GPUs, as well as hundreds of domain-specific software libraries, frameworks, algorithms, software development kits, or SDKs, and application programming interfaces, or APIs. This deep and broad software stack accelerates the performance and facilitates the deployment of NVIDIA accelerated computing for computationally intensive workloads such as artificial intelligence, or AI, model training and inference, data analytics, scientific computing, robotics, and 3D graphics, with vertical-specific optimizations to address industries ranging from healthcare and telecom to automotive and manufacturing.

Introduced with the Blackwell architecture, our data-center-scale offerings feature extreme co-design where the infrastructure’s chips, networking, systems, software, and algorithms are holistically architected and optimized to maximize performance and scale. Hundreds of thousands of GPUs can be interconnected to function as a single giant computer. This type of data center architecture and scale is needed for the development and deployment of modern AI and accelerated computing applications.

The GPU was initially used to simulate human imagination, enabling the virtual worlds of video games and films. Today, it also simulates human intelligence, enabling a deeper understanding of language, science, and the physical world. Its parallel processing capabilities, supported by tens of thousands of computing cores, are essential for deep learning algorithms. This form of AI, in which software writes itself by learning from large amounts of data, can serve as the brain of computers, robots, and self-driving cars that can perceive, understand and reason about the world. GPU-powered AI solutions are being developed by thousands of enterprises to deliver services and products that would have been immensely difficult or even impossible with traditional coding. Examples include generative AI, which can create new content such as text, code, images, audio, video, molecule structures, and recommendation systems; and agentic AI where systems of AI models work in concert to automatically complete a task.

NVIDIA has a platform strategy, bringing together hardware, systems, software, algorithms, libraries, AI models and training data sets, and services to create unique value for the markets we serve. While the computing requirements of these end markets are diverse, we address them with a unified underlying programmable architecture allowing us to support several multi-billion-dollar end markets with the same underlying technology by using a variety of software stacks developed either internally or by third-party developers and partners. The large and growing number of developers and installed base across our platforms strengthens our ecosystem and increases the value of our platform for our customers.

Innovation is at our core. We have invested over $76.7 billion in research and development since our inception, yielding inventions that are essential to modern computing. Our invention of the GPU in 1999 sparked the growth of the PC gaming market and redefined computer graphics. With our introduction of CUDA in 2006, we opened the parallel processing capabilities of our GPU to a broad range of compute-intensive applications, paving the way for the emergence of modern AI. In 2012, the AlexNet neural network, trained on NVIDIA GPUs, won the ImageNet computer image recognition competition, marking the “Big Bang” moment of AI. We introduced our first Tensor Core GPU in 2017, built from the ground-up for the new era of AI, and our first autonomous driving system-on-chips, or SoC, in 2018. Our acquisition of Mellanox in 2020 expanded our offerings to include networking, enabled our platforms to be data center scale, and led to the introduction of a new processor class – the data processing unit, or DPU. Over the past 5 years, we have built full software stacks that run on top of our GPUs and CUDA to bring AI to the world’s largest industries, including NVIDIA DRIVE stack for autonomous driving, Clara for healthcare, Omniverse for physical AI applications, and NVIDIA AI Enterprise software – essentially an operating system for enterprise AI applications. In 2023, we introduced our first data center CPU, Grace, built for giant-scale AI and high-performance computing, or HPC. In 2024, we launched the NVIDIA Blackwell architecture – connecting 36 Grace CPUs and 72 Blackwell GPUs in a data center scale, liquid-cooled design – for real-time trillion-parameter inference and training. In fiscal year 2026, we launched and scaled the NVIDIA Blackwell Ultra platform, optimized for agentic, reasoning, and physical AI. Building on the architectural breakthroughs of Blackwell and leveraging Dynamo inference software, it delivers a significant increase in token throughput and reduction in cost per token compared to the Hopper generation. More recently, in support of market development, we have accelerated the release cadence of our open AI model platforms including NVIDIA Nemotron for agentic AI and Cosmos for physical AI. With a strong engineering culture, we drive fast, yet harmonized, product and technology innovations in all dimensions of computing including silicon, systems, networking, software and algorithms. More than half of our engineers work on software.

All major cloud service providers, or CSPs, AI model makers, and enterprises use our data center-scale infrastructure and computing platforms to accelerate the services and offerings they deliver to billions of end users and customers, including AI solutions and assistants, AI foundation models, advertising, search, recommendation systems, social

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networking, data processing, online shopping, live video, and translation. AI model makers use our infrastructure and software hosted at CSPs to develop, build and run AI models, product offerings, and services.

Enterprises and startups across a broad range of industries use our accelerated computing platforms to build new generative and agentic AI-enabled products and services, and/or to dramatically accelerate and reduce the costs of their workloads and workflows. The enterprise software industry uses them for new AI assistants, chatbots, and agents; the transportation industry for autonomous driving; the healthcare industry for accelerated and computer-aided drug discovery; and the financial services industry for customer support and fraud detection.

Researchers and developers use our computing solutions to accelerate a wide range of important applications, from simulating molecular dynamics to climate forecasting. With support for 6,000 applications, NVIDIA computing enables some of the most promising areas of discovery, from climate prediction to materials science and from wind tunnel simulation to genomics. Including GPUs and networking, NVIDIA powers over 78% of the supercomputers on the global TOP500 list, including 9 of the top 10 systems on the Green500 list.

Gamers choose NVIDIA GPUs to enjoy immersive, increasingly cinematic virtual worlds. In addition to serving the growing number of gamers, the market for PC GPUs is expanding because of the growing population of live streamers, broadcasters, artists, and creators. With the advent of generative and agentic AI, we expect a broader set of PC users to choose NVIDIA GPUs for running these applications locally on their PC, which is critical for privacy, latency, and cost-sensitive AI applications.

Professional artists, architects and designers use NVIDIA partner products accelerated with our GPUs and software platform for a range of creative, engineering, and design use cases, such as creating visual effects in movies or designing buildings and products. In addition, generative and agentic AI is expanding the market for our workstation-class GPUs, as more enterprise customers develop and deploy AI applications with their data on-premises.

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

Our Businesses

We report our business results in two segments.

The Compute & Networking segment includes our Data Center accelerated computing and networking platforms and AI solutions and software, and Automotive platforms and autonomous and electric vehicle solutions including software.

The Graphics segment includes GeForce GPUs for gaming and PCs, and Quadro/NVIDIA RTX GPUs for enterprise workstation graphics.

Our Markets

We specialize in markets where our computing and AI infrastructure platforms can provide tremendous acceleration for applications. These platforms incorporate processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our platforms address four large markets where our expertise is critical: Data Center, Gaming, Professional Visualization, and Automotive.

Data Center

The NVIDIA Data Center platform is focused on accelerating compute-intensive workloads, such as AI, data processing, graphics, robotics, and scientific computing, delivering superior total cost of ownership relative to conventional CPU-only approaches. It is deployed in cloud, hyperscale, on-premises and edge data centers. The platform consists of data center compute and networking infrastructure offerings typically delivered to customers as rack-scale systems, subsystems, or modules, along with software and services.

Our Data Center infrastructure systems include supercomputing platforms and servers, bringing together our higher performance, energy efficient GPUs, CPUs, interconnects, and fully optimized AI and HPC software stacks. In addition, they include a growing body of acceleration libraries, AI models and training data sets, APIs, SDKs, and domain-specific application frameworks.

Our networking offerings include NVLink interconnects and switches, end-to-end platforms for InfiniBand and Ethernet, consisting of network adapters, cables, DPUs, switch chips and systems, as well as software. This has enabled us to architect data center-scale computing platforms that can interconnect up to hundreds of thousands of compute nodes with high-performance networking. Fueled by an expansion in AI and HPC workloads, the data center has become the new unit of computing, with networking as an integral part. In fiscal year 2026, we introduced NVIDIA NVLink Fusion to enable hyperscalers and custom ASIC designers to integrate custom CPUs and XPUs with our platform.

Our customers include all major public and private cloud providers, AI model makers, enterprises and startups, and public sector entities. We work with industry leaders to help build or transform their applications and data center infrastructure. Some of our direct customers include original equipment manufacturers, or OEMs, original device manufacturers, or

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ODMs, system integrators and distributors which we partner with to help bring our products to market. We also have partnerships in automotive, healthcare, financial services, manufacturing, retail, and technology among others, to accelerate the adoption of AI.

At the foundation of the NVIDIA accelerated computing platform are our GPUs, which excel at parallel workloads such as the training and inferencing of neural networks. These Data Center systems are extreme co-designed with the GPU, CPU, NVLink switch, DPU, NIC, and scale-out networking along with software stacks and algorithms to deliver data center-scale computing solutions.

While our approach starts with powerful chips, what makes it a full-stack computing platform is our large body of software, including the CUDA development platform, the CUDA-X collection of acceleration libraries, AI models and training data sets, APIs, SDKs, and domain-specific application frameworks.

In addition to software delivered to customers as an integral part of our data center computing and networking platform, we offer paid licenses to NVIDIA AI Enterprise, a comprehensive suite of enterprise-grade AI software and NVIDIA vGPU software for graphics-rich virtual desktops and workstations.

In fiscal year 2025, we launched the NVIDIA Blackwell architecture, a full set of data center scale infrastructure that includes GPUs, CPUs, DPUs, interconnects, switch chips and systems, and networking adapters. Blackwell excels at processing cutting edge generative AI and accelerated computing workloads with market leading performance and efficiency. Offered in a number of configurations, for customers across industries and a diverse set of AI and accelerated computing use cases. In fiscal year 2026, we unveiled the NVIDIA Rubin platform, which is expected to commence production shipments in the second half of fiscal year 2027. Built for agentic AI and reasoning, it excels at processing multi-step problem-solving and massive long-context workflows, delivering up to a 10x reduction in cost per token compared to Blackwell.

For physical AI, we provide an end-to-end platform spanning data center infrastructure, open models, systems, embedded compute modules, and software stacks to train, simulate, and deploy advanced automation and robotics solutions.

Gaming

Gaming is the largest entertainment industry, with PC gaming as the predominant platform. Many factors propel its growth, including new high production value games, the continued rise of eSports, social connectivity and the increasing popularity of game streamers, modders, or gamers who remaster games, and creators.

Our products for the gaming market include GeForce RTX GPUs for gaming desktop and laptop PCs, GeForce NOW cloud gaming service, as well as SoCs and development services for game consoles.

Our gaming platforms leverage our GPUs and sophisticated software to enhance the gaming experience with smoother, higher quality graphics. NVIDIA RTX features ray tracing technology for real-time, cinematic-quality rendering, and deep learning super sampling, or NVIDIA DLSS, our AI technology that boosts frame rates while generating high-quality images for games. RTX GPUs also feature NVIDIA tensor core technology making them well suited to accelerate a new generation of on-device AI applications.

In fiscal year 2025, we announced the NVIDIA Blackwell GeForce RTX 50 Series family of desktop and laptop GPUs. The Blackwell architecture introduced neural graphics which combines AI models with traditional rendering to boost game performance, image quality, and interactivity, as well as the next generation of our DLSS technology powered by a new transformer model architecture. In fiscal year 2026, we launched and scaled Blackwell architecture for gaming and GeForce NOW.

Professional Visualization

We serve the Professional Visualization market by working closely with independent software vendors, or ISVs, to optimize their offerings for NVIDIA GPUs. Our GPU computing platform enhances productivity and introduces new capabilities for critical workflows in many fields, such as design, engineering, and digital content creation across a wide range of industry verticals. Additionally, the increasing number of generative and agentic AI applications is giving rise to the need for the enhanced AI and data processing capabilities of our RTX PRO GPUs.

Many leading 3D design and content creation applications developed by our ecosystem partners support RTX, allowing professionals to accelerate and transform their workflows with NVIDIA RTX PRO GPUs and software. As these applications increasingly integrate AI, these GPUs are used and leverage the same Tensor Core technology found in our Data Center solutions.

Automotive

Automotive is comprised of platform solutions for automated driving from the cloud to the car. Leveraging our technology leadership in AI and building on long-standing relationships across several hundred automotive ecosystem partners, we are delivering a full stack end-to-end solution for the AV market under the DRIVE Hyperion platform. This platform consists of development infrastructure, high-performance, energy efficient DRIVE AGX computing hardware

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running an in-vehicle operating system (DRIVE OS), a reference sensor set that supports full self-driving capability as well as an open, modular DRIVE software platform for autonomous driving, mapping, and parking services, and intelligent in-vehicle experiences.

Business Strategies

NVIDIA’s key strategies that shape our overall business approach include:

Advancing the NVIDIA accelerated computing platform. Our accelerated computing platform can solve complex problems in significantly less time and with lower power consumption than alternative computational approaches. It can help solve problems that were previously deemed unsolvable. We work to deliver continued performance leaps that outpace Moore’s Law by leveraging innovation across the architecture, chip design, system, interconnect, algorithm, and software layers. This full-stack innovation approach allows us to deliver order-of-magnitude performance advantages relative to legacy approaches in our target markets, which include Data Center, Gaming, Professional Visualization, and Automotive. While the computing requirements of these end markets are diverse, we address them with a unified underlying architecture leveraging our GPUs, CPUs, CUDA and networking technologies as the fundamental building blocks. The programmable nature of our architecture allows us to make leveraged investments in research and development: we can support several multi-billion-dollar end markets with shared underlying technology by using a variety of software stacks developed either internally or by third-party developers and partners. We utilize this platform approach in each of our target markets.

Extending our technology and platform leadership in AI. We provide a complete, end-to-end accelerated computing platform for AI, addressing both training and inferencing. This includes full-stack data center-scale compute and networking solutions across processing units, interconnects, systems, and software. Our compute solutions include all three major processing units in AI servers – GPUs, CPUs, and DPUs. GPUs are uniquely suited to AI, and we will continue to add AI-specific features to our GPU architecture to further extend our leadership position.

In addition, we offer NVIDIA AI Enterprise—a comprehensive software suite designed to simplify the development and deployment of production-grade, end-to-end generative AI applications. NVIDIA AI Enterprise includes: NVIDIA NIM, which increases token throughput using industry-leading open and proprietary models; NVIDIA NeMo, a complete solution for curating, fine-tuning, reinforcement learning, evaluating, and safeguarding domain-adapted models; and AI Blueprints, pre-built, runnable templates that help enterprises build, optimize, and deploy AI agents while preserving privacy. These tools enable organizations to securely develop and run AI applications on NVIDIA-accelerated infrastructure anywhere.

Our AI technology leadership is reinforced by our large and expanding ecosystem. Our computing platforms are available from virtually every major server maker and CSP, as well as on our own AI supercomputers. There are over 7.5 million developers worldwide using CUDA and our other software tools to help deploy our technology in our target markets. We are the leader in accelerating and releasing open AI models which enterprises, sovereigns, and startups can leverage to develop and run applications on our platform. We evangelize AI through partnerships with hundreds of universities and tens of thousands of startups through our Inception program. Additionally, our Deep Learning Institute provides instruction on the latest techniques on how to design, train, and deploy neural networks in applications using our accelerated computing platform.

Extending our technology and platform leadership in computer graphics. We believe that computer graphics infused with AI is fundamental to the continued expansion and evolution of computing. We apply our research and development resources to enhance the user experience for consumer entertainment and professional visualization applications and create new virtual world and simulation capabilities. Our technologies are instrumental in driving the gaming, design, and creative industries forward, as developers leverage our libraries and algorithms to deliver an optimized experience on our GeForce and NVIDIA RTX platforms. Our computer graphics platforms leverage AI end-to-end, from the developer tools and cloud services to the Tensor Cores included in all RTX-class GPUs. Blackwell GPUs’ advanced AI and neural rendering capabilities combined with NVIDIA’s world-class AI software stacks significantly accelerate AI workloads running locally on PCs. Omniverse is real-time 3D design collaboration and virtual world simulation software that empowers artists, designers, and creators to connect and collaborate in leading design applications.

Advancing the leading autonomous vehicle platform. We believe the advent of autonomous vehicles, or AV, and electric vehicles, or EV, is revolutionizing the transportation industry. The algorithms required for autonomous driving - such as reasoning, perception, localization, and planning - are too complex for legacy hand-coded approaches and will use multiple neural networks instead. Therefore, we provide an AI-based hardware and software solution, designed and implemented from the ground up based on automotive safety standards, for the AV and EV market under the DRIVE brand, which we are bringing to market through our partnerships across the transportation industry including with automotive OEMs, mobility service providers, robotaxis, tier-1 suppliers, and start-ups. Our AV solution also includes the GPU-based hardware required to train the neural networks before their in-vehicle deployment, as well as to re-simulate their operation prior to any over-the-air software updates. We believe our comprehensive, top-to-bottom and end-to-end approach will enable the transportation industry to solve the complex problems arising from the shift to autonomous driving.

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Leveraging our intellectual property, or IP. We believe our IP is a valuable asset that can be accessed by our customers and partners through license and development agreements when they desire to build such capabilities directly into their own products or have us do so through a custom development. Such license and development arrangements can further enhance the reach of our technology.

Sales and Marketing

Our worldwide sales and marketing strategy is key to achieving our objective of providing markets with our high-performance and efficient computing platforms and software. Our sales and marketing teams, located across our global markets, work closely with customers and various industry ecosystems through our partner network. Our partner network incorporates global, regional and specialized CSPs, OEMs, ODMs, ISVs, global system integrators, add-in board manufacturers, or AIBs, distributors, automotive manufacturers and tier-1 automotive suppliers, and other ecosystem participants.

Members of our sales team have technical expertise and product and industry knowledge. We also employ a team of application engineers and solution architects to provide pre-sales assistance to our partner network in designing, testing, and qualifying system designs that incorporate our platforms. For example, our solution architects work with CSPs to provide pre-sales assistance to enable our customers to optimize their hardware and software infrastructure for generative and agentic AI and LLM training and deployment. They also work with foundation model and enterprise software developers to enable our customers to optimize the training and fine-tuning of their models and services, and with enterprise end-users, often in collaboration with their global system integrator of choice, to fine-tune models and build AI applications. We believe that the depth and quality of our design support are key to improving our partner network’s time-to-market, maintaining a high level of customer satisfaction, and fostering relationships that encourage our customers and partner network to use the next generation of our products within each platform.

To encourage the development of applications optimized for our platforms and software, we seek to establish and maintain strong relationships in the software development community. Engineering and marketing personnel engage with key software developers to promote and discuss our platforms, as well as to ascertain individual product requirements and solve technical problems. Our developer program supports the development of AI frameworks, SDKs, and APIs for software applications and game titles that are optimized for our platforms. Our Deep Learning Institute provides in-person and online training for developers in industries and organizations around the world to build AI and accelerated computing applications that leverage our platforms.

Seasonality

Our computing platforms serve a diverse set of markets such as data centers, gaming, professional visualization, and automotive. Our desktop gaming products typically see stronger revenue in the second half of our fiscal year. Historical seasonality trends may not repeat.

Manufacturing

We utilize a fabless and contracting manufacturing strategy, whereby we employ and partner with key suppliers for all phases of the manufacturing process, including wafer fabrication, assembly, testing, and packaging. We use the expertise of industry-leading suppliers that are certified by the International Organization for Standardization in such areas as fabrication, assembly, quality control and assurance, reliability, and testing. Additionally, we can avoid many of the significant costs and risks associated with owning and operating manufacturing operations. While we may directly procure certain raw materials used in the production of our products, such as memory, substrates, and a variety of components, our suppliers are responsible for procurement of most raw materials used in the production of our products. As a result, we can focus our resources on product design, quality assurance, marketing, and customer support. In periods of growth, we may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums, or provide deposits to secure future supply and capacity and may need to continue to do so.

We have expanded our supplier relationships to build redundancy and resilience in our operations to provide long-term manufacturing capacity aligned with growing customer demand. While currently our supply chain is mainly concentrated in Asia, we are expanding into the U.S. and Latin America. We utilize foundries, such as Taiwan Semiconductor Manufacturing Company Limited, or TSMC, and Samsung Electronics Co., Ltd., or Samsung, to produce our semiconductor wafers. We purchase memory from SK Hynix Inc., Micron Technology, Inc., and Samsung. We utilize CoWoS technology for semiconductor packaging. We engage with independent subcontractors and contract manufacturers such as Hon Hai Precision Industry Co., Ltd., Wistron Corporation, and Fabrinet to perform assembly, testing and packaging of our final products.

Competition

The market for our products is intensely competitive and is characterized by rapid technological change and evolving industry standards. We believe that the principal competitive factors in this market are performance, breadth of product offerings, access to customers and partners and distribution channels, software support, conformity to industry standard APIs, manufacturing capabilities, processor pricing, and total system costs. We believe that our ability to remain competitive will depend on how well we are able to anticipate the features and functions that customers and partners will

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demand and whether we are able to deliver consistent volumes of our products at acceptable levels of quality and at competitive prices. We expect competition to increase from both existing competitors and new market entrants with products that may be lower priced than ours or may provide better performance or additional features not provided by our products. In addition, it is possible that new competitors or alliances among competitors could emerge and acquire significant market share.

A significant source of competition comes from companies that provide or intend to provide GPUs, CPUs, DPUs, embedded SoCs, and other accelerated, AI computing processor products, and providers of semiconductor-based high-performance interconnect products based on InfiniBand, Ethernet, Fibre Channel, and proprietary technologies. Some of our competitors may have greater marketing, financial, distribution and manufacturing resources than we do and may be more able to adapt to customers or technological changes. We expect an increasingly competitive environment in the future.

Our current competitors include:

• suppliers and licensors of hardware and software for discrete and integrated GPUs, custom chips and other accelerated computing solutions, including solutions offered for AI, such as Advanced Micro Devices, Inc., or AMD, Huawei Technologies Co. Ltd., or Huawei, and Intel Corporation, or Intel;

• large cloud services companies with internal teams designing hardware and software that incorporate accelerated or AI computing functionality as part of their internal solutions or platforms, such as Alibaba Group, Alphabet Inc., Amazon, Inc., or Amazon, Baidu, Inc., Huawei, and Microsoft Corporation, or Microsoft;

• suppliers of Arm-based CPUs and companies that incorporate hardware and software for CPUs as part of their internal solutions or platforms, such as Amazon, Huawei, and Microsoft;

• suppliers of hardware and software for SoC products that are used in servers or embedded into automobiles, autonomous machines, and gaming devices, such as Ambarella, Inc., AMD, Broadcom, Intel, Qualcomm Incorporated, Renesas Electronics Corporation, and Samsung, or companies with internal teams designing SoC products for their own products and services, such as Tesla, Inc.; and

• networking products consisting of switches, network adapters (including DPUs), and cable solutions (including optical modules) include such as AMD, Arista Networks, Broadcom, Cisco Systems, Inc., Hewlett Packard Enterprise Company, Huawei, Intel, Lumentum Holdings Inc., and Marvell Technology, Inc, as well as internal teams of system vendors and large cloud services companies.

Patents and Proprietary Rights

We rely primarily on a combination of patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, and licensing arrangements to protect our IP in the United States and internationally. Our currently issued patents have expiration dates from March 2026 to June 2045. We have numerous patents issued, allowed, and pending in the United States and in foreign jurisdictions. Our patents and pending patent applications primarily relate to our products and the technology used in connection with our products. We also rely on international treaties, organizations, and foreign laws to protect our IP. The laws of certain foreign countries in which our products are or may be manufactured or sold, including various countries in Asia, may not protect our products or IP rights to the same extent as the laws of the United States. This decreased protection makes the possibility of piracy of our technology and products more likely. We continuously assess whether and where to seek formal protection for innovations and technologies based on such factors as:

• the location in which our products are manufactured;

• our strategic technology or product directions in different countries;

• the degree to which IP laws exist and are meaningfully enforced in different jurisdictions; and

• the commercial significance of our operations and our competitors' operations in particular countries and regions.

We have licensed technology from third parties and expect to continue entering such license agreements.

Government Regulations

Our worldwide business activities are subject to various laws, rules, and regulations of the United States as well as of foreign governments.

Over the past three years, we have been subject to a series of shifting and expanding export control restrictions, impacting our ability to serve customers outside the United States.

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In August 2022, the U.S. government, or USG, announced export restrictions and export licensing requirements targeting China’s semiconductor and supercomputing industries. These restrictions impacted exports of certain chips, as well as software, hardware, equipment and technology used to develop, produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits. In July 2023, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East.

In October 2023, the USG announced new and updated licensing requirements for exports to China and Country Groups D:1, D:4, and D:5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including, but not limited to, the A100, A800, H100, H800, L4, L40, L40S RTX 4090, GB200 NVL72, and B200. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China.

In April 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 countries, or to companies headquartered or with an ultimate parent therein, of our H20 integrated circuits and any other circuits achieving the H20’s memory bandwidth, interconnect bandwidth, or combination thereof. As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess inventory and purchase obligations, as the demand for H20 products diminished.

In August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based customers. We generated approximately $60 million in H20 revenue under those licenses. USG officials expressed an expectation that the USG will receive 15% or more of the revenue generated from licensed sales of our products, but the USG did not publish a regulation codifying such requirement.

In February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific China-based customers. To date, we have not generated any revenue under the H200 licensing program, and do not yet know whether any imports will be allowed into China. The license requires that the H200s go through an inspection process in the United States prior to any shipment to the customer. As a result, any H200 shipped under the new licensing program will be subject to a 25% tariff upon importation into the United States.

In the event that we are able to sell licensed products into the China market, we may not be able to pass along all or any of the tariff to our customers, and may be subject to litigation, increased costs, and a harmed competitive position.

The export controls applicable to China are complex and address a variety of parameters, including the total processing performance of a chip, the “performance density” of a chip, the interconnect bandwidth of a chip, and the memory bandwidth of a chip. Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive product for China’s data center market that receives approval from both the USG and the Chinese government. As of the end of fiscal year 2026, we were effectively foreclosed from competing in China's data center computing/compute market, and our effective foreclosure from the China market helped our competitors build larger developer and customer ecosystems to challenge us worldwide. Unless we are able to return with a product that meets the approval of both the USG and the Chinese government, our lost opportunity and the benefit to our competitors will have a material and adverse impact on our business, operating results, and financial condition.

In addition to controls targeting D:1, D:4 and D:5 countries, the USG has also imposed worldwide export controls impacting our products, and may impose additional controls in the future.

In January 2025, the USG published the AI Diffusion IFR in the Federal Register. The IFR would have imposed a worldwide licensing requirement on our data center products, such as our H200, GB200 and GB300. The AI Diffusion IFR would have divided the world into three tiers, relegating most countries to “Tier 2” status, and would have created a complex and burdensome scheme for licensing approvals.

In May 2025, the USG announced that it would rescind the AI Diffusion IFR and implement a replacement rule. The scope, timing, and requirements of the forthcoming rule remain uncertain. The replacement rule may impose new restrictions on our products or operations and/or add license requirements that could have a material impact on our business, operating results, and financial condition. For example, in October 2025, the Senate passed the “GAIN AI Act” in the NDAA. The GAIN AI Act would restrict the Trump Administration’s ability to adapt the Biden Administration’s export control rules, and could also allow private U.S. persons to review and overturn licensing and foreign policy decisions made by the Trump Administration.

Our competitive position has been harmed by export controls, and our competitive position and future results will be further harmed, over the long term, if the restrictions remain in place or are expanded in geographic, customer, or product scope, if customers purchase product from competitors, if customers develop their own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to significant customers or if we incur significant transition costs.

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The licensing process may not be resolved before significant business opportunities evaporate. Even if the USG grants any requested licenses, the licenses have already and may in the future be temporary, impose burdensome conditions regarding the installation, maintenance, and use of such products, or include financial or economic requirements that we or our customers or end users cannot or choose not to fulfill. The licensing requirements have already and may in the future benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China, the Middle East, and other regions to pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.

Additionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games may adversely affect our Gaming revenue, and even if we are able to participate in the China data center compute market, increased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government has encouraged customers to purchase from our China-based competitors and discouraged customers from purchasing, importing, or using our data center products, including any China-specific product designed to comply with U.S. export controls.

While we work to enhance the resiliency and redundancy of our supply chain, which is currently concentrated in Asia, new and existing export controls or changes to existing export controls could limit alternative manufacturing locations and negatively impact our business. Refer to “Item 1A. Risk Factors – Risks Related to Regulatory, Legal, Our Stock, and Other Matters” for a discussion of this potential impact.

Compliance with laws, rules, and regulations has not otherwise had a material effect upon our capital expenditures, results of operations, or competitive position and we do not currently anticipate material capital expenditures for environmental control facilities. Compliance with existing or future governmental regulations, including, but not limited to, those pertaining to IP ownership and infringement, taxes, import and export requirements and tariffs, anti-corruption, business acquisitions, foreign exchange controls and cash repatriation restrictions, data privacy requirements, competition and antitrust, advertising, employment, product regulations, cybersecurity, environmental, health and safety requirements, the responsible use of AI, climate change, cryptocurrency, and consumer laws, could further increase our costs, impact our competitive position, and otherwise may have a material adverse impact on our business, financial condition and results of operations in subsequent periods. Refer to “Item 1A. Risk Factors” for a discussion of these potential impacts.

Human Capital Management

As of the end of fiscal year 2026, we had approximately 42,000 employees in 38 countries; 31,000 were engaged in research and development and 11,000 were engaged in sales, marketing, operations, and administrative positions.

To execute our business strategy successfully, we focus on recruiting, developing, and retaining top global talent.

Within our workforce, more than 80 percent have technical roles and more than half of the workforce hold an advanced degree. Our employees also help to surface top talent, with over 40 percent of our new hires in fiscal year 2026 coming from employee referrals. In fiscal year 2026, our turnover rate was 3.7 percent.

We invest in employee development through on-the-job trainings and tuition reimbursement programs.

Our compensation and benefits are designed to reward performance and align employee interests with those of our shareholders through equity participation and comprehensive health and financial wellness programs. We also utilize employee listening systems to gather feedback and maintain an inclusive culture where hiring and promotions are based on merit.

Information About Our Executive Officers

The following sets forth certain information regarding our executive officers, their ages, and positions as of February 20, 2026:

Name Age Position

Jen-Hsun Huang 63 President and Chief Executive Officer

Colette M. Kress 58 Executive Vice President and Chief Financial Officer

Ajay K. Puri 71 Executive Vice President, Worldwide Field Operations

Debora Shoquist 71 Executive Vice President, Operations

Timothy S. Teter 59 Executive Vice President and General Counsel

Jen-Hsun Huang co-founded NVIDIA in 1993 and has served as our President, Chief Executive Officer, and a member of the Board of Directors since our inception. From 1985 to 1993, Mr. Huang was employed at LSI Logic Corporation, a computer chip manufacturer, where he held a variety of positions including as Director of Coreware, the business unit responsible for LSI's SOC. From 1983 to 1985, Mr. Huang was a microprocessor designer for AMD, a semiconductor

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company. Mr. Huang holds a B.S.E.E. degree from Oregon State University and an M.S.E.E. degree from Stanford University.

Colette M. Kress joined NVIDIA in 2013 as Executive Vice President and Chief Financial Officer. Prior to NVIDIA, Ms. Kress most recently served as Senior Vice President and Chief Financial Officer of the Business Technology and Operations Finance organization at Cisco Systems, Inc., a networking equipment company, since 2010. At Cisco, Ms. Kress was responsible for financial strategy, planning, reporting and business development for all business segments, engineering and operations. From 1997 to 2010 Ms. Kress held a variety of positions at Microsoft, a software company, including, beginning in 2006, Chief Financial Officer of the Server and Tools division, where Ms. Kress was responsible for financial strategy, planning, reporting and business development for the division. Prior to joining Microsoft, Ms. Kress spent eight years at Texas Instruments Incorporated, a semiconductor company, where she held a variety of finance positions. Ms. Kress holds a B.S. degree in Finance from University of Arizona and an M.B.A. degree from Southern Methodist University.

Ajay K. Puri joined NVIDIA in 2005 as Senior Vice President, Worldwide Sales and became Executive Vice President, Worldwide Field Operations in 2009. Prior to NVIDIA, he held positions in sales, marketing, and general management over a 22-year career at Sun Microsystems, Inc., a computing systems company. Mr. Puri previously held marketing, management consulting, and product development positions at Hewlett-Packard, an information technology company, Booz Allen Hamilton Inc., a management and technology consulting company, and Texas Instruments Incorporated. Mr. Puri holds a B.S.E.E. degree from the University of Minnesota, an M.S.E.E. degree from the California Institute of Technology and an M.B.A. degree from Harvard Business School.

Debora Shoquist joined NVIDIA in 2007 as Senior Vice President of Operations and in 2009 became Executive Vice President of Operations. Prior to NVIDIA, Ms. Shoquist served from 2004 to 2007 as Executive Vice President of Operations at JDS Uniphase Corp., a provider of communications test and measurement solutions and optical products for the telecommunications industry. She served from 2002 to 2004 as Senior Vice President and General Manager of the Electro-Optics business at Coherent, Inc., a manufacturer of commercial and scientific laser equipment. Previously, she worked at Quantum Corp., a data protection company, as President of the Personal Computer Hard Disk Drive Division, and at Hewlett-Packard. Ms. Shoquist holds a B.S. degree in Electrical Engineering from Kansas State University and a B.S. degree in Biology from Santa Clara University.

Timothy S. Teter joined NVIDIA in 2017 as Senior Vice President, General Counsel and Secretary and became Executive Vice President, General Counsel and Secretary in February 2018. Prior to NVIDIA, Mr. Teter spent more than two decades at the law firm of Cooley LLP, where he focused on litigating patent and technology related matters. Prior to attending law school, he worked as an engineer at Lockheed Missiles and Space Company, an aerospace company. Mr. Teter holds a B.S. degree in Mechanical Engineering from the University of California at Davis and a J.D. degree from Stanford Law School.

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available free of charge on or through our website, http://www.nvidia.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or the SEC. The SEC’s website, http://www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our web site and the information on it or connected to it are not a part of this Annual Report on Form 10-K.

Item 1A. Risk Factors

The following risk factors should be considered in addition to the other information in this Annual Report on Form 10-K. The following risks could harm our business, financial condition, results of operations or reputation, which could cause our stock price to decline. Additional risks, trends and uncertainties not presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations or reputation.

Risk Factors Summary

Risks Related to Our Industry and Markets

• Failure to meet the evolving needs of our industry and markets may adversely impact our financial results.

• Competition could adversely impact our market share and financial results.

Risks Related to Demand, Supply, and Manufacturing

• Long manufacturing lead times and uncertain supply and capacity availability, combined with a failure to estimate customer demand accurately has led and could lead to mismatches between supply and demand.

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• Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business.

• Defects in our products have caused and could cause us to incur significant expenses to remediate and could damage our business.

Risks Related to Our Global Operating Business

• Adverse economic conditions may harm our business.

• International sales and operations are a significant part of our business, which exposes us to risks that could harm our business.

• Product, system security and data protection incidents or breaches, as well as cyber-attacks could disrupt our operations and adversely affect our financial condition, stock price and reputation.

• Business disruptions could harm our operations and financial results.

• Climate change may have a long-term impact on our business.

• We may not be able to realize the potential benefits of business investments or acquisitions, nor successfully integrate acquisition targets.

• A significant amount of our revenue stems from a limited number of partners and distributors and we have a concentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers.

• Commercial arrangements expose us to counterparty risks, which may negatively impact our business, financial condition, or results of operations.

• We may be unable to attract, retain, and motivate our executives and key employees.

• Modification or interruption of our business processes and information systems may disrupt our business and internal controls.

• Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline.

Risks Related to Regulatory, Legal, Our Stock, and Other Matters

• We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our business.

• Scrutiny regarding our corporate sustainability practices could result in financial, reputational, or operational harm and liability.

• Issues relating to the responsible use of our technologies, including AI, may result in reputational or financial harm and liability.

• Adequately protecting our IP rights could be costly, and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products.

• We are subject to stringent and changing data privacy and security laws, rules, regulations, and other obligations. These areas could damage our reputation, deter customers, affect product design, or result in legal or regulatory proceedings and liability.

• Our operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates, changes in tax laws, and other tax-related factors.

• Our business is exposed to the burden and risks associated with litigation, investigations, and regulatory proceedings.

• Delaware law, provisions in our governing documents and our agreement with Microsoft could delay or prevent a change in control.

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Risk Factors

Risks Related to Our Industry and Markets

Failure to meet the evolving needs of our industry and markets may adversely impact our financial results.

Our accelerated computing platforms experience rapid changes in technology, customer requirements, competitive products, and industry standards.

Our success depends on our ability to:

• timely identify industry changes, adapt our strategies, and develop new or enhance and maintain existing products and technologies that meet the evolving needs of our markets, including addressing unexpected shifts in industry standards or disruptive technological innovations that could render our products incompatible with those developed by other companies;

• develop or secure access to new products and technologies through investments in research and development;

• launch new offerings with new business models including software, services, and cloud solutions, as well as software-, infrastructure-, or platform-as-a-service solutions;

• expand the ecosystem for our products and technologies;

• meet evolving and prevailing customer and industry safety, security, reliability expectations, and compliance standards;

• manage product and software lifecycles to maintain customer and end-user satisfaction;

• develop, acquire, maintain, and secure access to the internal and external infrastructure needed to scale our business, including sufficient energy for powering data centers using our products, acquisition integrations, customer support, e-commerce, IP licensing capabilities, and cloud service capacity; and

• complete technical, financial, operational, compliance, sales and marketing investments for the above activities.

We have invested in research and development in markets where we have a limited operating history, which may not produce meaningful revenue for several years, if at all. If we fail to develop or monetize new products and technologies, or if they do not become widely adopted, our financial results could be adversely affected. Obtaining design wins may involve a lengthy process and depends on our ability to anticipate and provide features and functionality that customers will demand. They also do not guarantee revenue. Failure to obtain a design win may prevent us from obtaining future design wins in subsequent generations. We cannot ensure that our products and technologies will provide value to our customers and partners. If we fail any of these key success criteria, our financial results may be harmed.

We have entered into an intellectual property license arrangement with Groq, Inc., or Groq, that required significant, nonrefundable payments. Successfully incorporating the licensed technology into our architectures and product roadmaps requires significant engineering effort and may not occur on expected timelines or at all. The licensed technology may not achieve the desired results as designed or achieve customer or ecosystem adoption. The economic outcomes of this arrangement depend on our ability to translate the licensed technology into commercially viable products and services over time, and we may be unable to recover the associated costs or realize an adequate return on this spend. If our efforts to use the licensed technology are delayed or unsuccessful, our business, operating results, and financial condition could be negatively impacted.

We entered into multi-year cloud service agreements to support our research and development activities. The timing and availability of these cloud services have changed and may continue to shift, impacting our revenue, expenses, and development timelines, and these arrangements may not deliver anticipated benefits. We also offer or plan to offer standalone software solutions, including NVIDIA AI Enterprise, NVIDIA Omniverse, NVIDIA DRIVE, and other software products. These business models or strategies may not be successful, and we may fail to sell any meaningful standalone software or services. We may incur significant costs and may not achieve any significant revenue from these offerings.

Competition could adversely impact our market share and financial results.

Our target markets remain competitive, and competition may intensify with expanding and changing product and service offerings, industry standards, customer and market needs, new entrants and consolidations. Our competitors’ products, services and technologies, including those mentioned above in this Annual Report on Form 10-K, may be cheaper or provide better functionality or features than ours, which has resulted and may in the future result in lower-than-expected selling prices or demand for our products. Some of our competitors operate their own fabrication facilities, and have longer operating histories, larger customer bases, more comprehensive IP portfolios and patent protections, more design wins, and greater financial, sales, marketing and distribution resources than we do. These competitors may be able to acquire market share and/or prevent us from doing so, more effectively identify and capitalize upon opportunities in new markets and end-user trends, more quickly transition their products, and impinge on our ability to procure sufficient

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foundry capacity and scarce input materials during a supply-constrained environment, which could harm our business. Some of our customers have in-house expertise and internal development capabilities similar to some of ours and can use or develop their own solutions to replace those we are providing. For example, others may offer cloud-based services that compete with our AI cloud service offerings, and we may not be able to establish market share sufficient to achieve the scale necessary to meet our business objectives. If we are unable to successfully compete in this environment, demand for our products, services and technologies could decrease, which may negatively impact our business.

Risks Related to Demand, Supply, and Manufacturing

Long manufacturing lead times and uncertain supply and capacity availability, combined with a failure to estimate customer demand accurately, has led and could lead to mismatches between supply and demand.

We have long manufacturing lead times and build finished products and maintain inventory in advance of anticipated demand. In periods of shortages impacting the semiconductor industry and/or limited supply or capacity in our supply chain, the lead times for certain supply may be extended. We have previously experienced and may continue to experience extended lead times of more than 12 months. To secure future supply and capacity, we have paid premiums, provided deposits, and entered into long-term supply agreements and capacity commitments, which have increased our product costs and this may continue. We may still be unable to secure sufficient commitments for capacity to address our business needs.

If we inaccurately estimate demand, or our customers change orders, as we have experienced in the past, we may not be able to reduce our supply commitments in time, at the same rate, or at all. Significant mismatches between supply and demand have varied across our market platforms, resulted in both product shortages and excess inventory, significantly harmed our financial results and could reoccur. If we underestimate demand, and our foundry partners and contract manufacturers are unable to increase production or provide sufficient supply, we may not be able to meet increased customer demand in a timely manner, or at all. Our reputation and customer relationships could be damaged and we could lose revenue and market share. Additionally, since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any one component have had and may have a broader revenue impact. For example, our ability to sell certain products has been and could be impeded if components necessary for the finished products are not available from third parties.

If we overestimate demand, or if customers cancel or defer orders or choose to purchase from our competitors, we may not be able to utilize on-hand inventory or reduce purchase commitments accordingly. We have had to reduce average selling prices, including due to our channel pricing programs, increase prices for certain of our products as a result of our suppliers’ increase in prices, write down our inventory, incur cancellation penalties, and record impairments, and may have to do so in the future. The impact of these risks would be amplified by our non-cancellable and non-returnable purchase orders placed in advance of our historical lead times and could be exacerbated if we need to make changes to the design of future products. These risks have increased and may continue to increase as our purchase obligations and prepaids have grown and are expected to continue to grow and become a greater portion of our total supply. All of these factors may negatively impact our gross margins and financial results.

Factors that have caused and/or could in the future cause us to underestimate or overestimate demand, and impact the timing and volume of our revenue, include:

• changes in product development cycles and time to market;

• competing technologies and competitor product releases, announcements or other actions;

• changes in business and economic conditions;

• sudden or sustained government lockdowns or public health issues;

• rapidly changing technology or customer requirements;

• the availability of sufficient data center capacity or energy for customers to procure;

• new product introductions and transitions resulting in less demand for existing products;

• new or unexpected end-use cases;

• increase in demand for competitive products;

• changes in end-user demand;

• purchasing decisions made, and inventory levels held by, distributors, ODMs, OEMs, system integrators, other channel partners and other third parties;

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• the ability of developers, end customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our platforms;

• the demand for accelerated computing, AI-related cloud services, or large language models;

• changes that impact the ecosystem for the architectures underlying our products and technologies;

• government actions or changes in governmental policies, such as export controls, increased restrictions on gaming usage, or tariffs;

• our customers’ and partners’ ability to secure capital and energy and to build complex datacenter infrastructure timely; and

• the availability of third-party content on our platforms, such as GeForce NOW.

The availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers and partners is crucial, and any shortage of these and other necessary resources could impact our future revenue and financial performance. Expanding energy capacity to meet demand is a complex, multi-year process involving significant regulatory, technical, and construction challenges. In addition, access to capital can be particularly constrained for less-capitalized companies, which may face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI adoption.

Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if we experience other supply constraints caused by natural disasters, pandemics or other events. Geopolitical tensions in regions where we rely on suppliers, contract manufacturers, and assembly partners that are critical to our supply continuity, could have a material adverse impact on us. Publicly announced intentions by governments or other companies to purchase our products can further complicate our demand estimates, as such announcements are often non-binding and may not result in committed volumes.

We continue to increase our supply and capacity purchases with existing and new suppliers to support our demand projections and increasing complexity of our data center products. We expect supply constraints to be a headwind to Gaming in the first quarter of fiscal year 2027 and beyond. We have also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase volumes and integration of new suppliers and contract manufacturers into our supply chain creates more complexity in managing multiple suppliers with variations in production planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to increased inventory levels. We have incurred and may in the future incur inventory provisions or impairments if our inventory or supply or capacity commitments exceed demand for our products or demand declines.

We are increasing our U.S.-based manufacturing and investing in specialized equipment and processes to support domestic production. We may experience delays or difficulties in scaling production as planned. Our ability to increase manufacturing capabilities will depend on the domestic manufacturing ecosystem's capacity to ramp production supply to the required volume timely. Delays or shortfalls could impact our ability to meet demand.

Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support new products. We are generally in various stages of transitioning the architectures of our Data Center, Gaming, Professional Visualization, and Automotive products. The computing industry is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI opportunities. We have introduced a new product and architecture cadence of our Data Center solutions where we seek to complete new computing solutions each year and provide a greater variety of Data Center offerings. The increased frequency of these transitions and the larger number of products and product configurations may magnify the challenges associated with managing our supply and demand which may further create volatility in our revenue. Qualification time for new products, customers anticipating product transitions, and channel partners reducing channel inventory of prior architectures ahead of new product introductions can reduce, or create volatility in, our revenue. Customers may delay adopting new architectures if their data center infrastructure is not ready, which could affect the timing of our revenue. We have experienced and may in the future experience reduced demand for current generation architectures when customers anticipate transitions, and we may be unable to sell multiple product architectures at the same time for current and future architecture transitions. Our financial results have been and may in the future be negatively impacted if we are unable to execute our architectural transitions as planned for any reason. The increased frequency and complexity of newly introduced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty, or other costs or result in product delays. For example, our gross margins in the second quarter of fiscal year 2025 were negatively impacted by inventory provisions for low-yielding Blackwell material.

We incur significant engineering development resources for new products, and changes to our product roadmap may impact our ability to develop other products or adequately manage our supply chain cost. Customers may delay purchasing existing products as we increase the frequency of new products or may not be able to adopt our new

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products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product transitions and have sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and may cause us to incur additional costs.

Demand estimates for our products, applications, and services can be incorrect, which may create volatility in our revenue or supply levels. We may not be able to generate significant revenue from them. Because our products may be used in multiple use cases and applications, it is difficult to estimate with any reasonable degree of precision the impact of accelerated computing and AI models on our reported revenue or forecasted demand.

The use of our GPUs for new, mercurial, or trendy applications, has impacted and can impact in the future, demand for our products, including by leading to inconsistent spikes and drops in demand. For example, several years ago, our Gaming GPUs began to be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new compute technologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in the method of verifying blockchain transactions, has impacted and can in the future impact cryptocurrency mining and demand for our products and can further impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased aftermarket sales of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or previously sold products may be resold online or on the unauthorized “gray market,” which also makes demand forecasting difficult. Gray market products and reseller marketplaces compete with our new products and distribution channels. Our inability to accurately predict our demand that arises from new use cases may create volatility in our revenue.

Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business.

We depend on foundries to manufacture our semiconductor wafers using their fabrication equipment and techniques. We do not assemble, test, or package our products, but instead contract with independent subcontractors. These subcontractors assist with procuring components used in our systems, boards, and products. We face risks which have adversely affected or could adversely affect our ability to meet customer demand and scale our supply chain, negatively impact longer-term demand for our products and services, and adversely affect our business operations, gross margin, revenue and/or financial results, including:

• lack of guaranteed supply of components and capacity;

• decommitment by our suppliers;

• potential higher wafer and component prices resulting from incorrectly estimating demand and failing to place orders with our suppliers with sufficient quantities or timely;

• failure by our foundries or contract manufacturers to procure raw materials or provide adequate levels of manufacturing or test capacity for our products;

• failure by our foundries to develop, obtain, or successfully implement high quality process technologies, including transitions to smaller geometry process technologies such as advanced process node technologies and memory designs needed to manufacture our products;

• failure by our suppliers to comply with our policies and expectations and emerging regulatory requirements;

• limited number and geographic concentration of global suppliers, foundries, contract manufacturers, assembly and test providers and memory manufacturers;

• loss of a supplier and additional expense and/or production delays as a result of qualifying a new foundry or subcontractor and commencing volume production or testing in the event of a loss, addition or change of a supplier;

• lack of direct control over product quantity, quality, and delivery schedules;

• integration of new suppliers and contract manufacturers creating more complexity in managing multiple suppliers with variations in production planning, execution, and logistics;

• suppliers or their suppliers failing to provide high quality products and/or making changes to their products without our qualification;

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• delays in product shipments, shortages, a decrease in product quality and/or higher expenses in the event our subcontractors or foundries prioritize our competitors’ or other customers’ orders over ours;

• requirements to place orders that are not cancellable upon changes in demand or requirements to prepay for supply in advance;

• low manufacturing yields resulting from issues in our product design or a foundry’s proprietary process technology;

• suppliers extending lead times and/or increasing costs during shortages; and

• disruptions in manufacturing, assembly and other processes due to closures related to heat waves, earthquakes, fires, or other natural disasters, electricity conservation efforts, pandemics, and cybersecurity incidents.

Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage our reputation and cause us to lose market share.

Our hardware and software product and service offerings are complex. They have in the past and may in the future contain defects, security vulnerabilities, experience failures, or unsatisfactory performance due to issues in design, fabrication, packaging, materials, bugs and/or use within a system. These risks may also increase when our products are introduced into new devices, markets, technologies and applications, or new versions are released, and when we rely on partners to supply and manufacture components that are used in our products, as these arrangements reduce our direct control over production. AI software products that we or our partners offer rely on training data that may originate from third parties and new training methods, and the resulting products may contain unknown or undetected defects and errors, or reflect unintended bias. Although arrangements with component providers may contain provisions for product defect expense reimbursement, we generally remain responsible to the customer for warranty product defects that may occur from time to time. Some failures in our products or services have been in the past and may in the future be only discovered after a product or service has been shipped or used.

Undiscovered vulnerabilities in our products or services could result in loss of data or intangible property, or expose our customers to unscrupulous third parties who develop and deploy malicious software programs that could attack our products or services. Defects or failure of our offerings to perform to specifications could lead to substantial damage to the products in which our offerings have been integrated by OEMs, ODMs, AIB manufacturers, automotive manufacturers, and tier 1 automotive suppliers, and to the user of such end product. Such defects have in the past had an adverse effect on our cost and supply of components and finished goods and may in the future cause us to incur significant warranty, support, and repair or replacement costs as part of a product recall or otherwise, write-off the value of related inventory, and divert the attention of our engineering and management personnel from our product development efforts to find and correct the issue. Our efforts to remedy these issues may not be timely or satisfactory to our customers. An error or defect in new products, releases or related software drivers after commencement of commercial shipments could result in failure to achieve market acceptance, loss of design wins, temporary or permanent withdrawal from a product or market and harm to our relationships with existing and prospective customers and partners and consumers’ perceptions of our brand, which would in turn negatively impact our business operations, gross margin, revenue and/or financial results. We may be required to reimburse our customers, partners or consumers, including for costs to repair or replace products in the field or in connection with indemnification obligations, or pay fines imposed by regulatory agencies.

In general, if a product liability claim regarding any of our products is brought against us, even if the alleged damage is due to the actions or inactions of a third party, such as within our supply chain, the cost of defending the claim could be significant and would divert the efforts of our technical and management personnel and harm our business. Further, our business liability insurance may be inadequate or future coverage may be unavailable on acceptable terms, which could adversely impact our financial results.

Risks Related to Our Global Operating Business

Adverse economic conditions may harm our business.

Economic and industry uncertainty or changes, including recession or slowing growth, inflation, changes or uncertainty in fiscal, monetary, or trade policy, disruptions to capital markets and the banking system, currency fluctuations, higher interest rates, tighter credit, lower capital expenditures by businesses, including on IT infrastructure, increases in unemployment, labor shortages, and lower consumer confidence and spending, global supply chain constraints, and global economic and geopolitical developments, including the implementation of tariffs by the USG or other governments, have in the past and/or could in the future have adverse, wide-ranging effects on our business and financial results, including:

• increased costs for wafers, components, logistics, and other supply chain expenses, which have negatively impacted our gross margin in the past and may do so in the future;

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• increased supply, employee, facilities and infrastructure costs and volatility in the financial markets, which have reduced and may in the future reduce our margins;

• decrease in demand for our products, services and technologies and those of our customers, partners or licensees;

• the inability of our suppliers to deliver on their supply commitments to us and our customers’ or our licensees’ inability to supply products to customers and/or end users;

• limits on our ability to forecast operating results and make business decisions;

• the insolvency of key suppliers, distributors, customers, CSPs, data center providers, licensing parties or other third parties we rely on;

• reduced profitability of customers, which may cause them to scale back operations, exit businesses, file for bankruptcy protection and potentially cease operations, or lead to mergers, consolidations or strategic alliances among other companies, which could adversely affect our ability to compete effectively;

• increased credit and collectability risks, higher borrowing costs or reduced availability of capital markets, reduced liquidity, adverse impacts on our customers and suppliers; and

• failures of counterparties, including financial institutions and insurers, asset impairments, and declines in the value of our financial instruments.

Adverse developments affecting financial institutions, such as bank failures or instability, or concerns or speculation about similar events or risks, could lead to market-wide liquidity problems and other disruptions, which could impact our customers’ ability to fulfill their payment obligations to us, our vendors’ ability to fulfill their contractual obligations to us, or our ability to fulfill our own obligations.

Additionally, we maintain a portfolio of liquid investments for cash management purposes, including various holdings, types, and maturities. These investments are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by market downturns or events that affect global financial markets, as described above. A majority of our investment portfolio comprises USG securities. A decline in global financial markets for long periods or a downgrade of the USG credit rating due to an actual or threatened default on government debt could result in higher interest rates, a decline in the value of the U.S. dollar, reduced market liquidity or other adverse conditions. These factors could cause an unrealized or realized loss position in our investments or require us to record impairment charges.

International sales and operations are a significant part of our business, which exposes us to risks that could harm our business.

We sell our products internationally, and we also have operations and conduct business internationally. Our semiconductor wafers are manufactured, assembled, tested and packaged by third parties located outside of the United States, and we generated 31% of our revenue in fiscal year 2026 from sales outside the United States. The market in China, where our offerings are limited by export controls, is highly competitive and we expect it to remain competitive going forward. The global nature of our business subjects us to a number of risks and uncertainties, which have had in the past and could in the future have a material adverse effect on our business, financial condition and results of operations. These include domestic and international economic and political conditions in countries in which we and our suppliers and manufacturers do business, government lockdowns to control case spread of global or local health issues, differing legal standards with respect to protection of IP and employment practices, different domestic and international business and cultural practices, disruptions to capital markets, counter-inflation policies, currency fluctuations, natural disasters, acts of war or other military actions, terrorism, public health issues, restrictions on international trade, such as tariffs, sanctions, and other controls on imports or exports, and catastrophic events.

Product, system security, and data protection incidents or breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue, increase our expenses, and significantly harm our business and reputation.

Security breaches, computer malware, social-engineering attacks, denial-of-service attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks are becoming increasingly sophisticated, making it more difficult to successfully detect, defend against them or implement adequate preventative measures.

Cyber-attacks, including ransomware attacks by organized criminal threat actors, nation-states, and nation-state-supported actors, may become more prevalent and severe. Our ability to recover from ransomware attacks may be limited if our backups have been affected by the attack, or if restore from backups is delayed or not feasible.

Individuals, groups of hackers and sophisticated organizations, including nation-states and nation-state-supported actors, and other threat actors have engaged and are expected to continue to engage in cyber-attacks. Additionally, some actors are using AI technology to launch more automated, targeted and coordinated attacks. Due to geopolitical conflicts

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and during times of war or other major conflicts, we and the third parties we rely upon may be subject to a heightened risk of cyber-attacks that could materially disrupt our ability to provide services and products. We may also face cybersecurity threats due to error or intentional misconduct by employees, contractors or other third-party service providers. Certain aspects of effective cybersecurity are dependent upon our employees, contractors and/or other third-party service providers safeguarding our sensitive information and adhering to our security policies and access control mechanisms. We have in the past experienced, and may in the future experience, security incidents arising from a failure to properly handle sensitive information or adhere to our security policies and access control mechanisms, including, for example, employees posting company data on third-party websites without permission, and, although no such events have had a material adverse effect on our business, there can be no assurance that an insider threat or error will not result in an incident that is material to us or lead to negative publicity. Furthermore, we rely on products and services provided by third-party suppliers to operate certain critical business systems, including without limitation, cloud-based infrastructure, encryption and authentication technology, employee email and other functions, which exposes us to supply-chain attacks or other business disruptions. We cannot guarantee that third parties and infrastructure in our supply chain or our partners’ supply chains have not been compromised or that they do not contain exploitable vulnerabilities, defects or bugs that could result in a breach of or disruption to our information technology systems, including our products and services, or the third-party information technology systems that support our services. We have incorporated third-party data into some of our AI models and used open-source datasets to train our models and may continue to do so. These datasets may be flawed, insufficient, or contain certain biased information, and may otherwise decrease resilience to security incidents that may compromise the integrity of our AI outputs, leading to potential reputational damage, regulatory scrutiny, or adverse impacts on the performance and reliability of our products, which could, in turn, affect our partners' operations, customer trust, and our revenue. We may have limited insight into the data privacy or security practices of third-party suppliers, including for our AI algorithms. Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place. In addition, if one of our third-party suppliers suffers a security incident (which has happened in the past and may happen in the future), our response may be limited or more difficult because we may not have direct access to their systems, logs and other information related to the security incident. Additionally, we are incorporated into the supply chain of a large number of entities worldwide and, as a result, if our products or services are compromised, a significant number of our customers and their data could be affected, which could result in potential liability and harm our business.

To defend against security incidents, we must continuously engineer more secure products and enhance security and reliability features, which is expected to result in increased expenses. We must also continue to develop our security measures, including training programs and security awareness initiatives, designed to ensure our suppliers have appropriate security measures in place, and continue to meet the evolving security requirements of our customers, applicable industry standards, and government regulations. While we invest in training programs and security awareness initiatives and take steps to detect and remediate certain vulnerabilities that we have identified, we may not always be able to prevent threats or detect and mitigate all vulnerabilities in our security controls, systems or software, including third-party software we have installed, as such threats and techniques change frequently and may not be detected until after a security incident has occurred. Further, we may experience delays in developing and deploying remedial measures designed to address identified vulnerabilities. These vulnerabilities could result in reputational and financial harm, and if exploited, these vulnerabilities could result in a security incident.

We hold confidential, sensitive, personal and proprietary information, including information from partners and customers. Breaches of our security measures, along with reported or perceived vulnerabilities or unapproved dissemination of proprietary information or sensitive or confidential data about us or third parties, could expose us and the parties affected to a risk of loss, or misuse of this information, potentially resulting in litigation and subsequent liability, regulatory inquiries or actions, damage to our brand and reputation or other harm, including financial, to our business. For example, we hold proprietary game source code from third-party partners in our GFN service. Breaches of our GFN security measures, which have happened in the past, could expose our partners to the risk of loss or misuse of this source code, damage both us and our partners, and expose NVIDIA to potential litigation and liability. If we or a third party we rely on experience a security incident, which has occurred in the past, or are perceived to have experienced a security incident, we may experience adverse consequences, including government enforcement actions, additional reporting requirements and/or oversight, restrictions on processing data, litigation, indemnification obligations, reputational harm, diversion of funds, diversion of management attention, financial loss, loss of data, material disruptions in our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services, and other similar harms. Inability to fulfill orders, delayed sales, lower margins or lost customers as a result of these disruptions could adversely affect our financial results, stock price and reputation. We are required by certain data privacy and security obligations to notify relevant stakeholders, including affected individuals, customers, regulators and investors, of security incidents, and mandatory disclosure of such incidents could lead to negative publicity. In addition to experiencing a security incident, third parties may gather, collect or infer sensitive information about us from public sources, data brokers or other means that reveals competitively sensitive details about our organization and could be used to harm our business.

Business disruptions could harm our operations, lead to a decline in revenue and increase our costs.

Factors that have caused and/or could in the future cause disruptions to our worldwide operations include: natural disasters, extreme weather conditions, power or water shortages, critical infrastructure failures, telecommunications failures, supplier disruptions, terrorist attacks, acts of violence, political and/or civil unrest, acts of war or other military

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actions, epidemics or pandemics, abrupt regulatory changes, and other natural or man-made disasters and catastrophic events. Our corporate headquarters, a large portion of our current data center capacity, and a portion of our research and development activities are located in California, and other critical business operations, finished goods inventory and some of our suppliers are located in Asia, making our operations vulnerable to natural disasters such as earthquakes, wildfires or other business disruptions occurring in these geographical areas. Catastrophic events can also have an impact on third-party vendors who provide us critical infrastructure services for IT and research and development systems and personnel. Geopolitical and domestic political developments and other events beyond our control can increase economic volatility globally. Political instability, changes in government or adverse political developments in or around any of the major countries in which we do business may harm our business, financial condition, and results of operations. Worldwide geopolitical tensions and conflicts, including but not limited to China, Hong Kong, Israel, Korea and Taiwan where the manufacture of our product components and final assembly of our products are concentrated may result in changing regulatory requirements, and other disruptions that could impact our operations and operating strategies, product demand, access to global markets, hiring, and profitability. For example, other countries have restricted and may continue in the future to restrict business with the State of Israel, where we have engineering, sales support operations and manufacturing, and companies with Israeli operations, including by economic boycotts. Our operations could be harmed and our costs could increase if manufacturing, logistics, or other operations are disrupted for any reason, including natural disasters, high heat events, water shortages, power shortages, information technology system failures or cyber-attacks, military actions or economic, and business, labor, environmental, public health, or political issues. The ultimate impact on us, our third-party foundries and other suppliers of being located and consolidated in certain geographical areas is unknown. In the event a disaster, war, or catastrophic event affects us, the third-party systems on which we rely, or our customers, our business could be harmed as a result of declines in revenue, increases in expenses, and substantial expenditures and time spent to fully resume operations. Our business continuity and disaster recovery planning may not be sufficient for all eventualities. All of these risks and conditions could materially adversely affect our future sales and operating results.

We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately 6,000 employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. We have experienced periods where some of our employees in the region have been on active military duty for an extended period, which caused limited disruption to our product development or operations. We have not experienced significant impact or expense to our business; however, if the conflict is further extended or expanded, it could impact future product development, operations, and revenue or create other uncertainty for our business.

Additionally, interruptions or delays in services from CSPs, data center co-location partners, and other third parties on which we rely, including due to the events described above or other events such as the insolvency of these parties, could impair our ability to provide our products and services and harm our business. As we increase our reliance on these third-party systems and services, our exposure to damage from service interruptions, defects, disruptions, outages, shortages and other performance and quality problems may increase. Data centers depend on access to clean water and predictable energy. Power or water shortages, land or permitting constraints, or regulations that limit energy, water, or land availability, could impair the ability of our customers to expand their data center capacity and consume our products and services, which may in turn negatively impact our business.

Climate change may have a long-term impact on our business.

Climate change may have an increasingly adverse impact on our business and on our customers, partners and vendors. Water and energy availability and reliability in the regions where we conduct business is critical, and certain of our facilities may be vulnerable to the impacts of extreme weather events. Extreme heat and wind coupled with dry conditions in Northern California may lead to power safety shut offs due to wildfire risk, which can have adverse implications for our Santa Clara, California headquarter offices and data centers, including impairing the ability of our employees to work effectively. Climate change, its impact on our supply chain and critical infrastructure worldwide and its potential to increase political instability in regions where we, our customers, partners and our vendors do business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations. Although we maintain insurance coverage for a variety of property, casualty, and other risks, the types and amounts of insurance we obtain vary depending on availability and cost. Some of our policies have large deductibles and broad exclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not covered by insurance may be large, which could harm our results of operations and financial condition.

Our business and those of our suppliers and customers is subject to sustainability-related laws, regulations and lawsuits. New or proposed regulations relating to carbon taxes, fuel or energy taxes, pollution limits, sustainability-related disclosure and governance and supply chain governance could result in greater direct costs, including costs associated with changes to manufacturing processes or the procurement of raw materials used in manufacturing processes, increased capital expenditures to improve facilities and equipment, higher compliance and energy costs to reduce emissions, other compliance costs, and greater indirect costs resulting from our customers and/or suppliers incurring additional compliance costs that are passed on to us. These costs and restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter our operations and product design activities.

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Stakeholder groups may find us insufficiently responsive to the implications of climate change, and therefore we may face legal action or reputational harm. We may not achieve our stated sustainability-related goals, which could harm our reputation, or we may incur additional, unexpected costs to achieve such goals. We may also experience contractual disputes due to supply chain delays arising from climate change-related disruptions, which could result in increased litigation and costs.

We also face risks related to business trends that may be influenced by climate change concerns. Our business could be negatively impacted by concerns around the high absolute energy requirements of our GPUs, despite their much more energy efficient design and operation relative to alternative computing platforms.

We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate acquired companies, which could hurt our ability to grow our business, develop new products or sell our products.

We acquire and invest in businesses that offer products, services and technologies that we believe will help expand or enhance our strategic objectives. Acquisitions or investments involve significant challenges and risks and could impair our ability to grow our business, develop new products or sell our products and ultimately could have a negative impact on our financial results. If we pursue a particular transaction, we may limit our ability to enter into other transactions that could help us achieve our other strategic objectives. If we are unable to timely complete acquisitions, including due to delays and challenges in obtaining regulatory approvals, we may be unable to pursue other transactions, we may not be able to retain critical talent from the target company, technology may evolve and make the acquisition less attractive, and other changes can take place, which could reduce the anticipated benefits of the transaction and negatively impact our business. Regulators could also impose conditions that reduce the ultimate value of our acquisitions. In addition, to the extent that our perceived ability to consummate acquisitions is harmed, future acquisitions may be more difficult, complex or expensive.

Our investments in companies could create volatility and fluctuations in our results. These investments may generate realized and unrealized gains or losses and we could realize losses up to the value of the investments. We have invested and may continue to invest in our ecosystem. Many of these companies may not achieve profitability in the near term, or at all, and there is no guarantee that we will realize a return on our investment. We may continue to invest in companies to further our strategic objectives and to support certain key business initiatives, which could be subject to delays and challenges in obtaining regulatory approvals. Our investments in private companies include early-stage companies still defining their strategic direction. Many of the securities in which we invest are non-marketable and illiquid at the time of our initial investment. To the extent any of the companies in which we invest are not successful, we could recognize an impairment and/or lose all or part of our investment.

We are finalizing an investment and partnership agreement with OpenAI. There is no assurance that we will enter into an investment and partnership agreement with OpenAI or that a transaction will be completed.

Our investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment losses.

We face additional risks related to acquisitions and strategic investments, including the diversion of capital and other resources, including management’s attention; difficulty in realizing a satisfactory return and uncertainties to realize the benefits of an acquisition or strategic investment, if at all; difficulty or inability in obtaining governmental, regulatory approval or restrictions or other consents and approvals or financing; legal proceedings initiated as a result of an acquisition or investment; and potential failure of our due diligence processes to identify significant issues with the assets or company in which we are investing or are acquiring.

Additional risks relating to acquisitions include, but are not limited to:

• difficulty in integrating the technology, systems, products, policies, processes, or operations and integrating and retaining the employees, including key personnel, of the acquired business;

• assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets;

• integrating accounting, forecasting and controls, procedures and reporting cycles;

• coordinating and integrating operations, particularly in countries in which we do not currently operate;

• stock price impact, fines, fees or reputation harm if we are unable to obtain regulatory approval for an acquisition or are otherwise unable to close an acquisition;

• potential issuances of debt to finance our acquisitions, resulting in increased debt, increased interest expense, and compliance with debt covenants or other restrictions;

• the potential for our acquisitions to result in dilutive issuances of our equity securities;

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• the potential variability of the amount and form of any performance-based consideration;

• negative changes in general economic conditions in the regions or the industries in which we or our target operate;

• exposure to additional cybersecurity risks and vulnerabilities; and

• impairment of relationships with, or loss of our or our target’s employees, vendors and customers.

For example, when integrating acquisition target systems into our own, we have experienced and may continue to experience challenges including lengthy and costly systems integration, delays in purchasing and shipping products, difficulties with system integration via electronic data interchange and other processes with our key suppliers and customers, and training and change management needs of integration personnel. These challenges have impacted our results of operations and may continue to do so in the future.

We receive a significant amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers.

We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. For fiscal year 2026, sales to one direct customer represented 22% of total revenue and sales to another direct customer represented 14% of total revenue, all of which were primarily attributable to the Compute & Networking segment. With several of these partners, we are selling multiple products and systems in our portfolio through their channels. Our operating results depend on sales to our partner network, as well as the ability of these partners to sell products that incorporate our technologies. We have a small number of partners that are involved in system integration with our key customers. As our system design becomes increasingly complex, system integrators may be unable to meet specifications of our key customers. Changes in our partners' or customers' business models or their ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to customers. In the future, these partners may decide to purchase fewer products, not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. Because most of our sales are made on a purchase order basis, our customers can generally cancel, change, or delay product purchase commitments with little notice to us and without penalty. Our partners or customers may develop their own solutions; our customers may purchase products from our competitors; and our partners may discontinue sales or lose market share in the markets for which they purchase our products, all of which may alter partners’ or customers’ purchasing patterns. Many of our indirect customers often do not purchase directly from us but through multiple OEMs, ODMs, system integrators, distributors, and other channel partners. We generate a significant amount of our revenue from a limited number of indirect customers, and we estimate some individually representing 10% or more of our revenue. If end demand increases or our finished goods supply availability is concentrated near a quarter end, the system integrators, distributors, and channel partners may have limited ability to increase their credit, which could impact the timing and amount of our revenue. The loss of any of our large customers, a significant reduction in purchases by them, our inability to sell to a customer due to U.S. or other countries’ trade restrictions, or any difficulties in collecting accounts receivable would likely harm our financial condition and results of operations.

Commercial arrangements expose us to counterparty risks.

We have entered and may in the future enter into commercial arrangements, including long-term capacity purchase obligations and financial guarantees, and have been asked to offer financing arrangements to support our customers’ and partners’ buildout of datacenter infrastructure. We have not entered into any financing arrangements. Commercial arrangements expose us to counterparty risk, including customers' or partners' inability to fulfill their financial commitments and secure necessary financing or infrastructure, the occurrence of significant project delays, and counterparty financial distress or insolvency, all of which may negatively impact our business, financial condition, or results of operations. Financing arrangements, if undertaken, may in some circumstances result in lower upfront cash flows associated with extended payment terms or payment terms made over a multi-year term and may increase credit risk.

If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.

To remain competitive and successfully execute our business strategy, we must attract, retain, and motivate our executives and key employees, as well as recruit and develop exceptional talent. However, labor is subject to external factors that are beyond our control, including our industry’s increasingly highly competitive market for skilled workers and leaders, and workforce participation rates. Changes in immigration and work permit regulations, or in their administration or interpretation, could impair our ability to attract, employ and retain qualified employees. Competition for talent drives up costs in the form of cash and stock-based compensation. In times of stock price volatility, as we have experienced in the past and may experience in the future, the retentive value of our stock-based compensation may decrease. Additionally, we are highly dependent on the services of our longstanding executive team. Failure to ensure effective succession planning, transfer of knowledge, and smooth transitions involving executives and key employees could hinder our strategic planning, execution, and long-term success.

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Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business and internal controls.

We rely upon internal processes and information systems to support key business functions, including our assessment of internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. The efficient operation and scalability of these processes and systems is critical to support our growth. We continue to design and implement updated accounting functionality related to a new enterprise resource planning, or ERP, system. Any ERP system implementation may introduce problems, such as quality issues or programming errors, that could have an impact on our continued ability to successfully operate our business or to timely and accurately report our financial results. These changes may be costly and disruptive to our operations and could impose substantial demands on management time. Failure to implement new or updated controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

Identification of material weaknesses in our internal controls, even if quickly remediated once disclosed, may cause investors to lose confidence in our financial statements and our stock price may decline. Remediation of any material weakness could require us to incur significant expenses, and if we fail to remediate any material weakness, our financial statements may be inaccurate, we may be required to restate our financial statements, our ability to report our financial results on a timely and accurate basis may be adversely affected, our access to the capital markets may be restricted, our stock price may decline, and we may be subject to sanctions or investigation by regulatory authorities.

Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline.

Our operating results have in the past fluctuated and may continue to fluctuate due to a number of factors. Therefore, investors should not rely on our past results of operations as an indication of our future performance. Factors that could affect our results of operations include, but are not limited to:

• our ability to adjust spending due to the multi-year development cycle for some of our products and services;

• our ability to comply with our contractual obligations to customers;

• our extended payment term arrangements with certain customers, the inability of some customers to make required payments, our ability to obtain credit insurance for customers with extended payment terms, and customer bad debt write-offs;

• our vendors' payment requirements;

• unanticipated costs associated with environmental liabilities; and

• changes in financial accounting standards or interpretations of existing standards.

Any of these factors could prevent us from achieving our anticipated financial results. For example, we have granted and may continue to grant extended payment terms to some customers, particularly during macroeconomic downturns, which could impact our ability to collect payment. Our vendors have requested and may continue to ask for shorter payment terms, which may impact our cash flow generation. These arrangements reduce the cash we have available for general business operations. In addition, the pace of growth in our operating expenses and investments may lag our revenue growth, creating volatility or periods where profitability levels may not be sustainable. Failure to meet our expectations or the expectations of our investors or security analysts is likely to cause our stock price to decline, as it has in the past, or substantial price volatility.

Risks Related to Regulatory, Legal, Our Stock and Other Matters

We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our business.

We are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not limited to, IP ownership and infringement; taxes; import and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreign exchange controls and cash repatriation restrictions; foreign ownership and investment; data privacy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; environmental, health, and safety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to manufacture and ship our products. There can be no assurance that our employees, contractors, suppliers, customers or agents will not violate applicable laws or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations to which we are subject, or changes to their interpretation and enforcement, could lead to materially greater compliance and other costs, and/or further restrictions on our ability to manufacture and supply our products and operate our business. For example,

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we may face increased compliance costs as a result of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity vulnerabilities and risks. Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, the United Kingdom, South Korea, Japan, and China. For example, the French Competition Authority collected information from us regarding our business and competition in the graphics card and CSP market as part of an ongoing inquiry into competition in those markets. We have also received, and continue to receive, broad requests for information from competition regulators in the European Union, the United States, the United Kingdom, China, and South Korea regarding our sales of GPUs and other NVIDIA products, our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, the markets in which we compete and our competition, our strategies, roadmaps, and efforts to develop, market, and sell hardware, software, and system solutions, and our agreements with customers, suppliers, and partners. We expect to receive additional requests for information in the future. Such requests have been and are likely to be expensive and burdensome and could negatively impact our business and our relationships with customers, suppliers, and partners.

Governments and regulators are also considering, and in certain cases, have imposed restrictions on the hardware, software, and systems used to develop frontier foundation models and generative AI. For example, the EU AI Act became effective on August 1, 2024 and will be fully applicable after a two-year transitional period. The EU AI Act may impact our ability to train, deploy, or release AI models in the EU. Several states are considering enacting or have already enacted regulations concerning AI technologies, with new state laws that took effect on January 1, 2026, which may impact our ability to train, deploy, or release AI models, and increase our compliance costs. Restrictions under these and any other regulations, if implemented, could increase the costs and burdens to us and our customers, delay or halt deployment of new systems using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or regulations or their interpretation and enforcement could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our shipments. Additionally, changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our business and results of operations.

Government actions, including trade protection and national and economic security policies of U.S. and foreign government bodies, such as tariffs, import or export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sanctions, decrees, quotas or other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export license with entities on the U.S. Department of Commerce’s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), and generally fulfill our contractual obligations and have a material adverse effect on our business. If we were ever found to have violated export control laws or sanctions of the U.S. or similar applicable non-U.S. laws, even if the violation occurred without our knowledge, we may be subject to various penalties available under the laws, any of which could have a material and adverse impact on our business, operating results and financial condition.

For example, in response to the war in Ukraine, the United States and other jurisdictions imposed economic sanctions and export control measures which blocked the passage of our products, services and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to Russia and closed business operations in Russia. Concurrently, the war in Ukraine has impacted sales in EMEA and may continue to do so in the future.

The increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings.

Concerns regarding third-party use of AI for purposes contrary to local governmental interests, including concerns relating to the misuse of AI applications, models, and solutions, has resulted in and could in the future result in unilateral or multilateral restrictions on products that can be used for training, modifying, tuning, and deploying LLMs and other AI applications. Such restrictions have limited and could in the future limit the ability of downstream customers and users worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our business and financial results.

Such restrictions could include additional unilateral or multilateral export controls on certain products or technology, including but not limited to AI technologies. As geopolitical tensions have increased, semiconductors associated with AI, including GPUs and related products, are increasingly the focus of export control restrictions proposed by stakeholders in the U.S. and its allies. The United States has imposed unilateral worldwide controls restricting GPUs and associated products, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls have been and may again be very broad in scope and application, prohibit us from exporting our products to any or all customers in one or more markets, and could negatively impact our manufacturing, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our business, revenue and financial results. Export controls and other restrictions targeting GPUs and semiconductors associated with AI, which have been imposed and are likely to be more restrictive, would further limit our ability to export our technology, products, or services, creating a competitive disadvantage for us and negatively impacting our business

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and financial results. Export controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream users of our products to restrictions on the use, resale, repair, or transfer of our products, negatively impacting our business and financial results. Controls could negatively impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our CSPs and customers to provide services to their end customers, even outside China.

Export controls have and could in the future disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China and for our non-data center products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to impose compliance burdens on our business and our customers, negatively and materially impacting our business.

Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting our business and financial results. Reduced demand due to export controls has and could in the future lead to excess inventory or cause us to incur related supply charges. Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our research and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions may not only impact our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our sales and efforts to supply the China market and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. On September 15, 2025, China’s antitrust regulators published their preliminary finding that our compliance with applicable U.S. export controls, which required us to offer degraded products to the Chinese market, discriminated unfairly against customers in the China market and therefore violated the terms of China’s approval of our Mellanox acquisition. If regulators conclude that we have failed to fulfill the terms of our Mellanox acquisition or we have violated any applicable law in China, we could be subject to financial penalties, restrictions on our ability to conduct our business, restrictions or other orders regarding our networking business, products, and services, or otherwise impact our operations in China, any of which could have a material and adverse impact on our business, operating results and financial condition.

Over the past three years, we have been subject to a series of shifting and expanding export control restrictions, impacting our ability to serve customers outside the United States.

In August 2022, the USG announced export restrictions and export licensing requirements targeting China’s semiconductor and supercomputing industries. These restrictions impacted exports of certain chips, as well as software, hardware, equipment and technology used to develop, produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits.

In July 2023, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East.

In October 2023, the USG announced new and updated licensing requirements for exports to China and Country Groups D:1, D:4, and D:5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including, but not limited to, the A100, A800, H100, H800, L4, L40, L40S RTX 4090, GB200 NVL72, and B200. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China.

In April 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 countries, or to companies headquartered or with an ultimate parent therein, of our H20 integrated circuits and any other circuits achieving the H20’s memory bandwidth, interconnect bandwidth, or combination thereof. As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess inventory and purchase obligations, as the demand for H20 products diminished.

In August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based customers. We generated approximately $60 million in H20 revenue under those licenses. USG officials expressed an expectation that the USG will receive 15% or more of the revenue generated from licensed sales of our products, but the USG did not publish a regulation codifying such requirement.

In February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific China-based customers. To date, we have not generated any revenue under the H200 licensing program, and do not yet know whether any imports will be allowed into China. The license requires that the H200s go through an inspection process in the United States prior to any shipment to the customer. As a result, any H200 shipped under the new licensing program will be subject to a 25% tariff upon importation into the United States.

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In the event that we are able to sell licensed products into the China market, we may not be able to pass along all or any of the tariff to our customers, and may be subject to litigation, increased costs, and a harmed competitive position.

The export controls applicable to China are complex and address a variety of parameters, including the total processing performance of a chip, the “performance density” of a chip, the interconnect bandwidth of a chip, and the memory bandwidth of a chip. Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive product for China’s data center market that receives approval from both the USG and the Chinese government. As of the end of fiscal year 2026, we were effectively foreclosed from competing in China's data center computing/compute market, and our effective foreclosure from the China market helped our competitors build larger developer and customer ecosystems to challenge us worldwide. Unless we are able to return with a product that meets the approval of both the USG and the Chinese government, our lost opportunity and the benefit to our competitors will have a material and adverse impact on our business, operating results, and financial condition.

In addition to controls targeting D:1, D:4 and D:5 countries, the USG has also imposed worldwide export controls impacting our products, and may impose additional controls in the future.

In January 2025, the USG published the AI Diffusion IFR in the Federal Register. The IFR would have imposed a worldwide licensing requirement on our data center products, such as our H200, GB200 and GB300. The AI Diffusion IFR would have divided the world into three tiers, relegating most countries to “Tier 2” status, and would have created a complex and burdensome scheme for licensing approvals.

In May 2025, the USG announced that it would rescind the AI Diffusion IFR and implement a replacement rule. The scope, timing, and requirements of the forthcoming rule remain uncertain. The replacement rule may impose new restrictions on our products or operations and/or add license requirements that could have a material impact on our business, operating results, and financial condition. For example, in October 2025, the Senate passed the “GAIN AI Act” in the NDAA. The GAIN AI Act would restrict the Trump Administration’s ability to adapt the Biden Administration’s export control rules, and could also allow private U.S. persons to review and overturn licensing and foreign policy decisions made by the Trump Administration.

Our competitive position has been harmed by export controls, and our competitive position and future results will be further harmed, over the long term, if the restrictions remain in place or are expanded in geographic, customer, or product scope, if customers purchase product from competitors, if customers develop their own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to significant customers or if we incur significant transition costs. The licensing process may not be resolved before significant business opportunities evaporate. Even if the USG grants any requested licenses, the licenses have already and may in the future be temporary, impose burdensome conditions regarding the installation, maintenance, and use of such products, or include financial or economic requirements that we or our customers or end users cannot or choose not to fulfill. The licensing requirements have already and may in the future benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China, the Middle East, and other regions to pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.

Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements.

For example, the USG already imposed license conditions that limit the ability of foreign firms to create and offer as a service large-scale GPU clusters, such as imposing license conditions on the use of products to be exported to certain countries, and may impose additional conditions such as requiring chip tracking and throttling mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. Such government mandates in chip designs could introduce system vulnerabilities and expose us to significant risk and potential liability, negatively impact demand for our products, and could have a material impact on our business, operating results, and financial condition. Even if not enacted into binding legislation, draft bills have impacted and may in the future negatively impact our business. For example, following U.S. legislative proposals calling for mandatory features in our chips, China’s government publicly questioned whether our H20 products have built-in vulnerabilities, discouraging customers from purchasing our products. We provided a public response explaining that our GPUs, including H20, do not include such built-in vulnerabilities, and will respond to any follow-up questions we receive.

Open-source foundation models are rapidly growing in popularity with developers worldwide. Any regulatory control or other restriction that limits our ability to provide products and services that support third-party applications and models, including applications built on foundation models originating in China such as DeepSeek, Qwen, or KIMMI, could have a material impact on our business, operating results, and financial condition.

The USG already imposed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a significant portion of our supply and distribution chain and

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negatively impact sales of such products to markets outside China, including the U.S. and Europe. In addition, as the performance of the gaming GPUs increases over time, export controls may have a greater impact on our ability to compete in markets subject to those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our products, which are warehoused in and distributed from Hong Kong.

Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in servers containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of downstream parties to create large clusters for frontier model training.

Export controls have and are likely in the future to have a disproportionate impact on NVIDIA and may disadvantage us against certain of our competitors that sell chips that are outside the scope of such control. Export controls have already and may in the future encourage customers outside China and other impacted regions to “design-out” certain U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Export controls have already encouraged and may in the future encourage overseas governments to request that our customers purchase from our competitors rather than NVIDIA or other U.S. firms, harming our business, market position, and financial results.

As a result, export controls have in the past and may in the future negatively impact demand for our products and services not only in China, but also in other markets, such as Europe, Latin America, and Southeast Asia. Export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for market, it may be subject to new unilateral export controls restricting its sale, resulting in excess inventory and purchase obligations as we recently experienced with the H20. At the same time, such controls may increase investment in foreign competitors, which would be less likely to be restricted by U.S. controls.

The increasingly complex export controls impose complex and burdensome compliance obligations on our partners, suppliers, and customers. While we seek to strictly comply with all applicable export control regulators, reports of diversion of controlled products, even when unsubstantiated and untrue, may negatively impact our business, relationships with partners and customers, and our reputation. Incorrect allegations that our compliance efforts satisfy the letter but not the “spirit” of the applicable regulations, as well as incorrect allegations that legitimate and appropriate business is using supposed “loopholes” in the export controls may negatively impact our business, relationships with partners and customers, and our reputation.

In addition to export controls, the USG may impose restrictions on the import and sale of products that incorporate technologies developed or manufactured in whole or in part in China. For example, the USG adopted “Connected Vehicle” restrictions on the import and sale of certain automotive products in the United States, which if adopted and interpreted broadly, could impact our ability to develop and supply solutions for our automotive customers. The USG is also considering restrictions that would limit our ability to support third-party applications and models built on open-source foundation models originating in China. Such restrictions, if implemented, would favor our foreign competitors and negatively impact our business.

Additionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games may adversely affect our Gaming revenue, and even if we are able to participate in the China data center compute market, increased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government has encouraged customers to purchase from our China-based competitors and discouraged customers from purchasing, importing, or using our data center products, including any China-specific product designed to comply with U.S. export controls. As another example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per memory bandwidth of accelerators used in new and renovated data centers in China. Although we are already effectively foreclosed from the China market by U.S. export controls, if those controls changed to allow us to return to the market, the Chinese government could modify or implement the Action Plan in a way that effectively prevents us from being able to design products to meet the new standard, which may restrict the ability of customers to use some of our data center products and may have a material and adverse impact on our business, operating results and financial condition. Further restrictions on our products or the products of our suppliers could negatively impact our business and financial results.

Finally, our business depends on our ability to receive consistent and reliable supply from our overseas partners, especially in Taiwan and South Korea. Any new restrictions that negatively impact our ability to receive supply of components, parts, or services from Taiwan and South Korea, would negatively impact our business and financial results.

Scrutiny from shareholders, regulators and others regarding our corporate sustainability practices could result in additional costs or risks and adversely impact our reputation and willingness of customers and suppliers to do business with us.

Certain shareholder advocacy groups, investment funds, shareholders and other market participants, customers and government regulators have focused on corporate sustainability practices and disclosures, including those associated with climate change and human rights. Stakeholders may not be satisfied with our corporate sustainability practices and goals or the speed of their adoption. Further, there are state-level initiatives in the U.S. that may differ from other

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regulatory requirements or our various stakeholders’ expectations. Additionally, our corporate sustainability practices, oversight of our practices or disclosure controls may not meet evolving shareholder, regulator or other industry stakeholder expectations, or we may fail to meet corporate sustainability disclosure or reporting standards or legal requirements. We could also incur additional costs and require additional resources to monitor, report, and comply with various corporate sustainability practices and legal requirements, choose not to conduct business with potential customers and suppliers, or discontinue or not expand business with existing customers and suppliers due to our policies. These factors and increased disclosure may negatively harm our brand, reputation and business activities or expose us to liability.

Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability.

Concerns relating to the responsible use of new and evolving technologies, such as AI, in our products and services may result in reputational or financial harm and liability and may cause us to incur costs to resolve such issues. We are increasingly building AI capabilities and protections into many of our products and services, and we also offer stand-alone AI applications. AI poses emerging legal, social, and ethical issues and presents risks and challenges that could affect its adoption, and therefore our business. If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, such as AI solutions that have unintended consequences, infringe copyright or rights of publicity, or are controversial because of their impact on human rights, privacy, employment or other social, economic or political issues, or if we are unable to implement effective internal policies and frameworks relating to the responsible development and use of AI models and systems offered through our sales channels, we may experience brand or reputational harm, competitive harm or legal liability. Leveraging AI capabilities to potentially improve our internal functions and operations may present further risks, costs, and challenges. Complying with multiple regulations from different jurisdictions related to AI may further increase our cost of doing business, may change the way that we operate in certain jurisdictions, and may impede our ability to offer certain products and services in certain jurisdictions if we are unable to comply with regulations. Compliance with existing and proposed government regulation of AI, including in jurisdictions such as the European Union, may further increase the cost of related research and development, and create additional reporting and/or transparency requirements. For example, regulation adopted in response to the European Union Code of Practice for General Purpose Artificial Intelligence could require us to notify the European Commission regarding details of some of our Trustworthy AI processes related to our risk framework. Furthermore, changes in AI-related regulation could disproportionately impact and disadvantage us and require us to change our business practices, which may negatively impact our financial results. Our failure to adequately address concerns and regulations relating to the responsible use of AI by us or others could undermine public confidence in AI and slow adoption of AI in our products and services or cause reputational or financial harm.

Actions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products.

From time to time, we are involved in lawsuits or other legal proceedings alleging patent infringement or other IP rights violations by us, our employees or parties that we have agreed to indemnify. An unfavorable ruling could include significant damages, invalidation of one or more patents, indemnification of third parties, payment of lost profits, or injunctive relief. Claims that our products or processes infringe the IP rights of others, regardless of their merit, could cause us to incur significant costs to respond to, defend, and resolve such claims, and they may also divert the efforts and attention of management and technical personnel.

We may commence legal proceedings to protect our IP rights, which may increase our operating expenses. We could be subject to countersuits as a result. If infringement claims are made against us or our products are found to infringe a third party’s IP, we or one of our indemnitees may have to seek a license to the third party’s IP rights. If we or one of our indemnitees is unable to obtain such a license on acceptable terms or at all, we could be subject to substantial liabilities or have to suspend or discontinue the manufacture and sale of one or more of our products. We may also have to make royalty or other payments or cross license our technology. If these arrangements are not concluded on commercially reasonable terms, our business could be negatively impacted. Furthermore, the indemnification of a customer or other indemnitee may increase our operating expenses and negatively impact our operating results.

We rely on patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, licensing arrangements and the laws of the countries in which we operate to protect our IP. Foreign laws may not protect our products or IP rights to the same extent as United States law. This makes the possibility of piracy of our technology and products more likely. The theft or unauthorized use or publication of our trade secrets and other confidential information could harm our competitive position and reduce acceptance of our products; as a result, the value of our investment in research and development, product development and marketing could be reduced. We also may face risks to our IP if our employees are hired by competitors. We continuously assess whether and where to seek formal protection for existing and new innovations and technologies but cannot be certain whether our applications for such protections will be approved, and, if approved, whether they will be enforceable.

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We are subject to stringent and changing data privacy and security laws, rules, regulations and other obligations. These areas could damage our reputation, deter current and potential customers, affect our product design, or result in legal or regulatory proceedings and liability.

We process sensitive, confidential or personal data or information that is subject to privacy and security laws, regulations, industry standards, external and internal policies, contracts and other obligations that govern the processing of such data by us and on our behalf. Concerns about our practices or the ultimate use of our products and services with regard to the collection, use, retention, security or disclosure of personal information or other privacy-related matters, including for use in AI, even if unfounded, could damage our reputation and adversely affect our operating results. The theft, loss or misuse of personal data in our possession or by one of our partners could result in damage to our reputation, regulatory proceedings, disruption of our business activities or increased security or remediation costs and costs related to defending legal claims.

In the United States, federal, state and local authorities have enacted numerous data privacy and security laws, including for data breach notification, personal data privacy and consumer protection. Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, or CPRA, or collectively the CCPA, gives California residents the right to access, delete and opt-out of certain sharing of their personal information, and to receive detailed information about how it is used and shared. The CCPA provides for substantial fines for intentional violation and the law created a private right of action for certain data breaches. Similar laws are being considered in several other states, as well as at the federal and local levels. Additionally, several states and localities have enacted measures related to the use of AI and machine learning in products and services. If we become subject to additional data privacy laws, the risk of enforcement action against us could increase.

Worldwide regulatory authorities are also considering and have approved various legislative proposals concerning data protection. The European Union adopted the General Data Protection Regulation, or GDPR, and the United Kingdom similarly adopted the U.K. GDPR, governing the strict handling of personal data of persons within the European Economic Area, or EEA, and the United Kingdom, respectively, including its use and protection and the ability of persons whose data is stored to access, correct, and delete such data about themselves. If we are found not to comply, we could be subject to penalties of up to €20 million or 4% of worldwide revenue, whichever is greater, and classes of individuals or consumer protection organizations may initiate litigation related to our processing of their personal data. Furthermore, the EU AI Act and similar legislation could impose onerous obligations that may disproportionately impact and disadvantage us and require us to change our business practices. Additionally, Europe’s Network and Information Security Directive, or NIS2, regulates resilience and incident response capabilities of entities operating in a number of sectors, including the digital infrastructure sector. Non-compliance with NIS2 may lead to administrative fines of a maximum of 10 million Euros or up to 2% of the total worldwide revenue of the preceding fiscal year.

In the ordinary course of business, we transfer personal data from Europe, China, and other jurisdictions to the United States or other countries. Certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws. For example, the GDPR governs the transfer of personal data to countries outside of the EEA. The European Commission released a set of “Standard Contractual Clauses” designed for entities to validly transfer personal data out of the EEA to jurisdictions that the European Commission has not found to provide an adequate level of protection, including the United States. Additionally, the U.K.’s International Data Transfer Agreement / Addendum, as well as the EU-U.S. Data Privacy Framework and the U.K. extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework) are mechanisms that may be used to transfer personal data from the EEA and U.K. to the United States. However, these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. Other jurisdictions have enacted or are considering similar cross-border personal data transfer laws and local personal data residency laws, any of which would increase the cost and complexity of doing business and could result in fines from regulators. For example, China’s law imposes various requirements relating to data processing and data localization. Data broadly defined as important under China’s law, including personal data, may not be transferable outside of China without prior assessment and approval by the Cyberspace Administration of China, or CAC. Compliance with these requirements, including CAC assessments and any deemed failures of such assessments, could cause us to incur liability, prevent us from using data collected in China or impact our ability to transfer data outside of China. The inability to import personal data to the United States could significantly and negatively impact our business operations, limit our ability to collaborate with parties that are subject to European, China and other data privacy and security laws, or require us to increase our personal data processing capabilities in Europe and/or elsewhere at significant expense. Some European regulators have prevented companies from transferring personal data out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations, which could negatively impact our business.

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We are also bound by certain contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful or may be claimed to be non-compliant. For example, certain privacy laws, such as the GDPR and the CCPA, require our customers to impose specific contractual restrictions on their service providers. We sometimes host personal data in collaboration with our customers, and if a breach exposed or altered that personal data, it could harm those customer relationships and subject us to litigation, regulatory action, or fines. We publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. Regulators in the U.S. are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.

Data protection laws around the world are quickly changing and may be interpreted and applied in an increasingly stringent fashion and in a manner that is inconsistent with our data practices. These obligations may affect our product design and necessitate changes to our information technologies, systems and practices and to those of any third parties that process personal data on our behalf. Despite our efforts, we or third parties we rely upon may fail to comply with such obligations. If we fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences, including but not limited to, government enforcement actions, litigation, additional reporting requirements and/or oversight, bans on processing personal data, and orders to destroy or not use personal data. Any of these events could have a material adverse effect on our reputation, business, or financial condition.

We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected tax rates and other tax-related factors.

We are subject to complex income tax laws and regulations, as well as non-income-based taxes, in various jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are regularly under audit by tax authorities in different jurisdictions. Although we believe our tax estimates are reasonable, any adverse outcome could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, net income, and cash flows.

Further, changes in tax laws or their interpretation by tax authorities in the U.S. or foreign jurisdictions could increase our future tax liability or cause other adverse tax impacts, which may materially impact our results of operations, or the way we conduct our business. Most of our income is taxable in the U.S., with a significant portion qualifying for preferential treatment as foreign-derived deduction eligible income, or FDDEI. If U.S. tax rates increase or the FDDEI deduction is reduced, our provision for income taxes, results of operations, net income, and cash flows would be adversely affected. In addition, our tax obligations and effective tax rate in the jurisdictions in which we conduct business could increase as a result of international tax developments, including the implementation of the Two-Pillar framework led by the Organization for Economic Cooperation and Development, or OECD, which involves the reallocation of taxing rights in respect of certain multinational enterprises above a fixed profit margin to the jurisdictions in which they carry on business (referred to as Pillar One), and imposes a minimum effective corporate tax rate (referred to as Pillar Two). A number of countries in which we conduct business have enacted, or are in the process of enacting, elements of the Pillar Two rules, including the recently released "side-by-side" framework, which provides certain additional safe harbors and coordination mechanisms. Any such tax laws, or changes in any such tax laws, including those related to the side-by-side framework, may increase tax uncertainty and compliance costs and adversely affect our provision for income taxes, cash tax payments, results of operations, and financial condition.

Our future effective tax rate may also be affected by a variety of factors, including changes in our business or statutory rates, the mix of earnings in countries with differing statutory tax rates, available tax incentives, credits and deductions, the expiration of statutes of limitations, changes in accounting principles, adjustments to income taxes upon finalization of tax returns, increases in expenses not deductible for tax purposes, the estimates of our deferred tax assets and liabilities and deferred tax asset valuation allowances, changing interpretation of existing laws or regulations, the impact of accounting for business combinations, as well as changes in the domestic or international organization of our business and structure. Furthermore, the tax effects of accounting for stock-based compensation and volatility in our stock price may significantly impact our effective tax rate in the period in which they occur. A decline in our stock price may result in reduced future tax benefits from stock-based compensation, increase our effective tax rate, and adversely affect our financial results.

Our business is exposed to the burden and risks associated with litigation, investigations and regulatory proceedings.

We currently and will likely continue to face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving shareholder, consumer, competition, intellectual property and/or other issues relating to our business. For example, we are defending a securities class action lawsuit from multiple shareholders asserting claims that we and certain of our officers made false and/or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand in 2017 and 2018. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages or fines, or an injunction stopping us from manufacturing or selling certain products, engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact. Regardless of the outcome, litigation can be costly, time-consuming, and disruptive to our operations.

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Delaware law and our certificate of incorporation, bylaws and agreement with Microsoft could delay or prevent a change in control.

The anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control. Provisions in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire a majority of our outstanding stock. These provisions include the ability of our Board of Directors to create and issue preferred stock, change the number of directors, and to make, amend or repeal our bylaws without prior shareholder approval; the inability of our shareholders to act by written consent; advance notice requirements for director nominations and shareholder proposals; and super-majority voting requirement to amend some provisions in our certificate of incorporation and bylaws. Under our agreement with Microsoft for the Xbox, if someone makes an offer to purchase at least 30% of our outstanding common stock, Microsoft may have first and last rights of refusal to purchase the stock. These provisions could delay or prevent a change in control of NVIDIA, discourage proxy contests, and make it more difficult for shareholders to elect directors of their choosing and to cause us to take other corporate actions they desire.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk management and strategy

We have in place certain infrastructure, systems, policies, and procedures that are designed to proactively prevent or reduce the impact of, and reactively address circumstances that arise when, events such as a cybersecurity incident occur. These include processes for assessing, identifying, and managing material risks from cybersecurity threats. Our information security management programs generally follow certain processes outlined in frameworks such as the ISO 27001 international standard for information security management and we evaluate and evolve our security measures as appropriate. We consult with external parties, such as cybersecurity firms and risk management and governance experts, on risk management and strategy.

Identifying, assessing, and managing cybersecurity risk is integrated into our overall risk management systems and processes, and we have in place cybersecurity and data privacy training and policies designed to (a) respond to new requirements in global privacy and cybersecurity laws and (b) prevent, detect, respond to, mitigate and recover from identified and significant cybersecurity threats.

We also have a vendor risk assessment process consisting of, depending on the nature and sensitivity of the supplier and data they process on our behalf, the distribution and review of supplier questionnaires designed to help us evaluate cybersecurity risks that we may encounter when working with third parties that have access to confidential and other sensitive company information. We take steps to review that such vendors have implemented data privacy and security controls that help mitigate the cybersecurity risks associated with these vendors, depending on the nature and sensitivity of the supplier and data they process on our behalf. We routinely assess our high-risk suppliers’ conformance to industry standards (e.g., ISO 27001, ISO 28001, and C-TPAT), and we evaluate them for additional information, product, and physical security requirements.

Refer to “Item 1A. Risk factors” in this annual report on Form 10-K for additional information about cybersecurity-related risks.

Governance

Information security matters, including managing and assessing risks from cybersecurity threats, remain under the oversight of the Company’s Board of Directors, or the Board. The Audit Committee of the Board, or the Audit Committee, also reviews the adequacy and effectiveness of the Company’s information security policies and practices and the internal controls regarding information security risks. The Audit Committee receives regular information security updates from management, including our Chief Security Officer and members of our security team. The Board also receives annual reports on information security matters from our Chief Security Officer and members of our security team.

Our security efforts are managed by a team of executive cybersecurity, IT, engineering, operations, and legal professionals. We have established a cross-functional leadership team, consisting of executive-level leaders, that meets regularly to review cybersecurity matters and evaluate emerging threats. With oversight and guidance provided by the cross-functional leadership team, our information security teams refine our practices to address emerging security risks and changes in regulations. Our executive-level leadership team also participates in cybersecurity incident response efforts by engaging with the incident response team and helping direct the company’s response to and assessment of certain cybersecurity incidents.

We have designated a Chief Security Officer, reporting to our Senior Vice President of Software Engineering, to oversee the identification, assessment, and management of material cybersecurity risks . Our Chief Security Officer’s cybersecurity expertise includes over 18 years of combined government and private sector assignments.

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Item 2. Properties

Our headquarters is in Santa Clara, California. We own and lease approximately 3 million square feet of office and building space for our corporate headquarters. In addition, we lease data center space in Santa Clara, California. We also own and lease facilities for data centers, research and development, and/or sales and administrative purposes throughout the U.S. and in various international locations, primarily in China, India, Israel, and Taiwan. We believe our existing facilities, both owned and leased, are in good condition and suitable for the conduct of our business. We do not identify or allocate assets by operating segment. For additional information regarding obligations under leases, refer to Note 17 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, which information is hereby incorporated by reference.

Item 3. Legal Proceedings

Please see Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of our legal proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the Nasdaq Global Select Market under the symbol NVDA. Public trading of our common stock began on January 22, 1999. Prior to that, there was no public market for our common stock. As of February 20, 2026, we had approximately 1,226 registered shareholders, not including those shares held in street or nominee name.

In May 2024, we announced a ten-for-one stock split, or the Stock Split, of our issued common stock, which was effected through the filing of an amendment to the Company's Restated Certificate of Incorporation, or the Amendment, with the Secretary of the State of Delaware. In June 2024, the Company filed the Amendment to effect the Stock Split and proportionately increased the number of shares of the Company’s authorized common stock from 8.0 billion to 80.0 billion. Shareholders of record at the close of market on June 6, 2024 received nine additional shares of common stock, distributed after the close of market on June 7, 2024. All share, equity award and per share amounts presented herein have been retrospectively adjusted to reflect the Stock Split.

Issuer Purchases of Equity Securities

On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. In fiscal year 2026, we repurchased 282 million shares of our common stock for $40.4 billion. As of January 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $58.5 billion of our common stock.

The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase agreements in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements, and other factors. Our share repurchase program may be suspended at any time at our discretion.

In fiscal year 2026, we paid cash dividends to our shareholders of $974 million. The payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our shareholders.

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The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2026:

Period Total Number

of Shares Purchased

(In millions) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Program (In millions) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions)

October 27, 2025 - November 23, 2025 5.6  $ 198.89  5.6  $ 61.1

November 24, 2025 - December 21, 2025 6.6  $ 179.41  6.6  $ 59.9

December 22, 2025 - January 25, 2026 7.3  $ 186.52  7.3  $ 58.5

Total 19.5  19.5

(1)    Average price paid per share includes broker commissions, but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022.

From January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $1.5 billion pursuant to a pre-established trading plan.

Restricted Stock Unit Share Withholding

We withhold shares of our common stock associated with net share settlements to cover tax withholding obligations of awards under our employee equity incentive program. During fiscal year 2026, we withheld approximately 51 million shares for a total value of $7.9 billion through net share settlements. Refer to Note 3 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion regarding our equity incentive plans.

Recent Sales of Unregistered Securities and Use of Proceeds

On December 15, 2025, we acquired a company and issued to a key employee a total of 174,676 shares of our common stock, valued at approximately $31 million based on our closing stock price on the issuance date.

The above securities were issued in a transaction not involving a public offering pursuant to an exemption from registration set forth in Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder).

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Stock Performance Graphs

The following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the Nasdaq 100 Index for the five years ended January 25, 2026. The graph assumes that $100 was invested on January 31, 2021 in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index. Our common stock is a component of each of the presented indices. Total return assumes reinvestment of dividends in each of the indices indicated. Total return is based on historical results and is not intended to indicate future performance.

*$100 invested on 1/31/2021 in stock and in indices, including reinvestment of dividends.

Source: FactSet financial data and analytics.

1/31/2021 1/30/2022 1/29/2023 1/28/2024 1/26/2025 1/25/2026

NVIDIA Corporation $ 100.00  $ 175.98  $ 157.05  $ 470.88  $ 1,100.68  $ 1,448.75

S&P 500 $ 100.00  $ 121.00  $ 112.98  $ 137.98  $ 174.50  $ 200.33

Nasdaq 100 $ 100.00  $ 112.60  $ 95.60  $ 138.07  $ 173.95  $ 206.01

Item 6. [Reserved]

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Item 1A. Risk Factors,” our Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Annual Report on Form 10-K, before deciding to purchase, hold, or sell shares of our common stock.

Overview

Our Company and Our Businesses

NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original focus on PC graphics, we have expanded to several other large and important computationally intensive fields. Fueled by the sustained demand for exceptional 3D graphics and the scale of the gaming market, NVIDIA has leveraged its GPU architecture to create platforms for scientific computing, AI, data science, autonomous vehicles, robotics, and digital twin applications. NVIDIA is now a data center scale AI infrastructure company reshaping all industries.

Our two operating segments are "Compute & Networking" and "Graphics." Refer to Note 16 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

Recent Developments, Future Objectives and Challenges

Revenue growth in fiscal year 2026 was driven by data center compute and networking platforms for accelerated computing and AI solutions. Our Blackwell architectures represented the majority of our Data Center revenue.

The availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers and partners is crucial, and any shortage of these or other necessary resources could impact our future revenue and financial performance. Expanding energy capacity to meet demand is a complex, multi-year process that involves significant regulatory, technical, and construction challenges. In addition, access to capital can be particularly constrained for less-capitalized companies, which may face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI adoption.

We continue to execute Data Center compute product introductions, bringing new advanced architectures on a one-year product cadence, including our Rubin platform. We began shipping production units of our new Blackwell Ultra platforms including GB300 in the second quarter of fiscal year 2026. The complexity of our product transitions and sophisticated system configurations has and may in the future cause delays in production and create challenges in managing supply and demand. This could further result in revenue volatility, quality issues, increased inventory provisions, decreases in product yields and higher material costs, and/or increased warranty costs. Customers may postpone purchasing new architectures or may adopt new technologies more gradually than anticipated, affecting our revenue timing and supply chain expenses.

In April 2025, the USG informed us that a license is required for exports of our H20 product into the China market. As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess inventory and purchase obligations, as the demand for H20 diminished. In August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based customers. We generated approximately $60 million in H20 revenue under those licenses.

In February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific China-based customers. To date, we have not generated any revenue under the H200 licensing program, and do not yet know whether any imports will be allowed into China. The license requires that the H200s go through an inspection process in the United States prior to any shipment to the customer. As a result, any H200 shipped under the new licensing program will be subject to a 25% tariff upon importation into the United States.

The recent rise in high-quality open-source foundation models is making advanced AI capabilities broadly accessible. Open-source AI is dependent on developer adoption and if deployed on our competitors’ platforms, it could reduce demand for our products and services.

While currently our supply chain is mainly concentrated in Asia, we are expanding into the U.S. and Latin America. These moves are expected to strengthen our supply chain, add resiliency and redundancy, and meet the growing demand for AI infrastructure. Our ability to increase manufacturing capabilities will depend on the local region's manufacturing ecosystem's capacity to ramp production supply to the required volume and on a timely basis.

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We have made, and expect to continue making, investments that support our technology roadmap and the broader AI ecosystem. In fiscal year 2026, we made the following investments:

• We invested $17.5 billion in private companies and infrastructure funds, primarily to support early‑stage startups. These investments include AI model makers that purchase our products directly or through CSPs. Many of these investments are illiquid and non‑marketable. The related early-stage startups may not become profitable in the near term, or at all, and there can be no assurance that we will realize a return on our investments.

• We made investments in publicly-held equity securities where the value may fluctuate significantly due to changes in stock prices and could adversely affect our financial results.

• To support the build-out of complex datacenter infrastructures, we enter into commercial arrangements, including guarantees with partners. We provided $3.5 billion in land, power, and shell guarantees to early‑stage companies, generally over multi‑year periods. If the escrow and the partners' operating activities are not sufficient to cover an event of default under these guarantees, we may elect to assume the underlying leases for internal use or sublease them to third parties.

Macroeconomic factors, including tariffs, inflation, interest rate changes, capital market volatility, global supply chain constraints, and global economic and geopolitical developments, have direct and indirect impacts on our results of operations, particularly demand for our products. While difficult to isolate and quantify, these macroeconomic factors impact our supply chain and manufacturing costs, employee wages, costs for capital equipment, the value of our investments, revenue and competitive position. Our product and solution pricing generally does not fluctuate with short-term changes in our costs. Within our supply chain, we continuously manage product availability and costs with our vendors.

Refer to “Item 1A. Risk Factors – Risks Related to Regulatory, Legal, Our Stock and Other Matters” for a further discussion of the potential impact of these factors on our business.

Fiscal Year 2026 Summary

Year Ended

Jan 25, 2026 Jan 26, 2025 Change

($ in millions, except per share data)

Revenue $ 215,938  $ 130,497  Up 65%

Gross margin 71.1  % 75.0  % -3.9 pts

Operating expenses $ 23,076  $ 16,405  Up 41%

Operating income $ 130,387  $ 81,453  Up 60%

Net income $ 120,067  $ 72,880  Up 65%

Net income per diluted share $ 4.90  $ 2.94  Up 67%

Revenue for fiscal year 2026 was $215.9 billion, up 65% from a year ago.

Data Center revenue for fiscal year 2026 was up 68% from a year ago. The strong year-on-year growth was driven by the major platform shifts – accelerated computing and AI.

Gaming revenue for fiscal year 2026 was up 41% from a year ago, driven by strong Blackwell demand. We expect supply constraints to be a headwind to Gaming in the first quarter of fiscal 2027 and beyond.

Professional Visualization revenue for fiscal year 2026 was up 70% from a year ago, driven by exceptional demand for Blackwell as well as the launch of our new DGX Spark.

Automotive revenue for fiscal year 2026 was up 39% from a year ago, driven by continued adoption of our self-driving platforms.

Gross margin decreased in fiscal year 2026 as our business model transitioned from offering Hopper HGX systems to Blackwell full-scale datacenter solutions. The gross margin decrease was also impacted by a $4.5 billion charge associated with H20 excess inventory and purchase obligations.

Operating expenses for fiscal year 2026 were up 41% from a year ago, driven by higher compensation and benefits expenses due to employee growth and compute and infrastructure costs.

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Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, cost of revenue, expenses and related disclosure of contingencies. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and could have a material impact on our financial condition or results of operations. We have critical accounting estimates in the areas of inventories, income taxes, non-marketable equity securities, and revenue recognition. Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a summary of significant accounting policies.

Inventories

We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products or components, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions, which requires management judgment.

Situations that may result in excess or obsolete inventory or excess product purchase commitments include changes in business and economic conditions, changes in market conditions, sudden and significant decreases in demand for our products, including potential cancellation or deferral of customer purchase orders, inventory obsolescence because of changing technology and customer requirements, new product introductions resulting in less demand for existing products or inconsistent spikes in demand, failure to estimate customer demand properly, ordering in advance of historical lead-times, government regulations and the impact of changes in future demand, or increase in demand for competitive products, including competitive actions.

The net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of 2.6% in fiscal year 2026 and 2.3% in fiscal year 2025. Our inventory and capacity purchase commitments are based on forecasts of future customer demand and consider our third-party manufacturers' lead times and constraints. Our manufacturing lead times can be and have been long, and in some cases, extended beyond twelve months for some products. We may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums and provide deposits to secure future supply and capacity. We also adjust to other market factors, such as product offerings and pricing actions by our competitors, new product transitions, and macroeconomic conditions - all of which may impact demand for our products.

Refer to the Gross Profit and Gross Margin discussion below in this Management's Discussion and Analysis for further discussion.

Income Taxes

We are subject to income taxes in the U.S. and foreign jurisdictions. Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S. or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.

We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized based on all available evidence. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Non-Marketable Equity Securities

Non-marketable equity securities consist of investments in private companies without readily determinable fair values. They are measured at cost minus impairment, if any, and are adjusted for observable price changes in orderly transactions for a similar investment in the same issuer (the measurement alternative). These adjustments may require use of unobservable inputs.

We assess impairment quarterly based on qualitative and quantitative factors, including the investee’s operating performance and market trends.

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Revenue Recognition

Revenue Allowances

For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for estimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional sales return allowances are required to reflect our estimated exposure for product returns. Return rights for certain stocking distributors for specific products are contractually limited based on a percentage of prior quarter shipments. For shipments to other customers, we do not allow returns, although we may approve returns for credit or refund based on applicable facts and circumstances.

We account for customer programs, which involve rebates and marketing development funds, or MDFs, as a reduction in revenue and accrue for such programs based on the amount we expect to be claimed by customers. Certain customer programs include distributor price incentives or other channel programs for specific products and customer classes which require judgment as to whether the applicable incentives will be attained. Estimates for customer program accruals include a combination of historical attainment and claim rates and may be adjusted based on relevant internal and external factors.

Contracts with Multiple Performance Obligations

Our contracts may contain more than one performance obligation. Judgment is required in determining whether each performance obligation within a customer contract is distinct. Except for License and Development Arrangements, NVIDIA products and services function on a standalone basis and do not require a significant amount of integration or interdependency. Therefore, multiple performance obligations contained within a customer contract are considered distinct and are not combined for revenue recognition purposes.

We allocate the total transaction price to each distinct performance obligation in an arrangement with multiple performance obligations on a relative standalone selling price basis. In most cases, we can establish standalone selling price based on directly observable prices of products or services sold separately in comparable circumstances to similar customers. If standalone selling price is not directly observable, such as when we do not sell a product or service separately, we determine standalone selling price based on market data and other observable inputs.

Results of Operations

A discussion regarding our financial condition and results of operations for fiscal year 2026 compared to fiscal year 2025 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025, filed with the SEC on February 26, 2025, which is available free of charge on the SEC’s website at http://www.sec.gov and at our investor relations website, http://investor.nvidia.com.

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The following table sets forth, for the periods indicated, certain items in our Consolidated Statements of Income expressed as a percentage of revenue.

Year Ended

Jan 25, 2026 Jan 26, 2025

Revenue 100.0  % 100.0  %

Cost of revenue 28.9  25.0

Gross profit 71.1  75.0

Operating expenses

Research and development 8.6  9.9

Sales, general and administrative 2.1  2.7

Total operating expenses 10.7  12.6

Operating income 60.4  62.4

Interest income 1.1  1.4

Interest expense (0.1) (0.2)

Other income, net

4.2  0.8

Total other income, net

5.2  2.0

Income before income tax 65.5  64.4

Income tax expense 9.9  8.6

Net income 55.6  % 55.8  %

Reportable Segments

Revenue by Reportable Segments

Year Ended

Jan 25, 2026 Jan 26, 2025 $

Change %

Change

($ in millions)

Compute & Networking

$ 193,479  $ 116,193  $ 77,286  67  %

Graphics 22,459  14,304  8,155  57  %

Total $ 215,938  $ 130,497  $ 85,441  65  %

Operating Income by Reportable Segments

Year Ended

Jan 25, 2026 Jan 26, 2025 $

Change %

Change

($ in millions)

Compute & Networking

$ 130,141  $ 82,875  $ 47,266  57  %

Graphics 9,156  5,085  4,071  80  %

Total $ 139,297  $ 87,960  $ 51,337  58  %

Compute & Networking revenue – The year over year increase was driven by the major platform shifts – accelerated computing and AI. Revenue from Data Center computing grew 59% driven by demand for our Blackwell computing platform. Revenue from Data Center networking grew 142% driven by the introduction and continued ramp of NVLink compute fabric for GB200 and GB300 systems and the growth of Ethernet and InfiniBand platforms.

Graphics revenue – The year over year increase was driven by sales of our Blackwell architecture.

Reportable segment operating income – The year over year increase in Compute & Networking segment operating income was driven by growth in revenue, partially offset by a $4.5 billion charge associated with H20 excess inventory and purchase obligations in the first quarter of fiscal year 2026. The year over year increase in Graphics segment operating income was driven by the growth in revenue.

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Concentration of Revenue

We refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, CSPs, AI model makers, and system integrators. Certain direct customers may use either internal resources or third-party system integrators to complete their build. We refer to indirect customers as those who purchase products through our direct customers; indirect customers include CSPs, Neocloud builders, AI model makers, enterprises, and public sector entities. Our revenue is concentrated among a limited number of direct and indirect customers and this trend may continue.

Direct Customers – For fiscal year 2026, sales to one direct customer represented 22% of total revenue and sales to another direct customer represented 14% of total revenue, all of which were primarily attributable to the Compute & Networking segment.

For fiscal year 2025, sales to one direct customer represented 12% of total revenue and sales to two direct customers each represented 11% of total revenue, all of which were primarily attributable to the Compute & Networking segment.

For fiscal year 2024, sales to one direct customer represented 13% of total revenue, and were primarily attributable to the Compute & Networking segment.

Indirect Customers – Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data, and other sources. Indirect customers primarily purchase our products through system integrators and distributors. We generate a significant amount of our revenue from a limited number of indirect customers, some individually representing 10% or more of our revenue. Certain companies purchase cloud and related services through various direct and indirect customers. We estimate that one AI research and deployment company contributed to a meaningful amount of our revenue purchasing cloud services from our customers in fiscal year 2026.

Revenue by geographic region is designated based on the location of the headquarters of direct customers. The end customer and shipping location may be different from our customers' headquarters location. Revenue from sales to customers headquartered outside of the United States accounted for 31% and 41% of total revenue for fiscal years 2026 and 2025, respectively.

Gross Profit and Gross Margin

Gross profit consists of total net revenue less cost of revenue. Cost of revenue consists of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, board and device costs, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory and warranty provisions, memory and component costs, tariffs, and shipping costs. Cost of revenue also includes acquisition-related intangible amortization expense, costs for license and development and service arrangements, IP-related costs, and stock-based compensation related to personnel associated with manufacturing operations.

Gross margins decreased to 71.1% in fiscal year 2026 from 75.0% in fiscal year 2025 as our business model transitioned from offering Hopper HGX systems to Blackwell full-scale datacenter solutions and a $4.5 billion charge associated with H20 excess inventory and purchase obligations in the first quarter of fiscal year 2026.

Provisions for inventory and excess inventory purchase obligations totaled $7.2 billion and $3.7 billion for fiscal years 2026 and 2025, respectively, including $4.5 billion associated with H20 excess inventory and purchase obligations for the first quarter of fiscal year 2026. Sales of previously reserved inventory and settlements of excess inventory purchase obligations resulted in a provision release of $1.5 billion and $689 million for fiscal years 2026 and 2025, respectively. The net effect on our gross margin was an unfavorable impact of 2.6% and 2.3% in fiscal years 2026 and 2025, respectively.

Operating Expenses

Year Ended

Jan 25, 2026 Jan 26, 2025 $

Change %

Change

($ in millions)

Research and development $ 18,497  $ 12,914  $ 5,583  43  %

Sales, general and administrative 4,579  3,491  1,088  31  %

Total operating expenses $ 23,076  $ 16,405  $ 6,671  41  %

The increases in research and development expenses for fiscal year 2026 were driven by a 29% increase in compensation and benefits expense, including stock-based compensation, reflecting employee growth and compensation increases and a 79% increase in compute and infrastructure.

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The increases in sales, general and administrative expenses for fiscal year 2026 were primarily driven by compensation and benefits expense, including stock-based compensation, reflecting employee growth and compensation increases.

Total Other Income, Net

Year Ended

Jan 25, 2026 Jan 26, 2025 $

Change

($ in millions)

Interest income $ 2,300  $ 1,786  $ 514

Interest expense (259) (247) (12)

Other income, net

9,022  1,034  7,988

Total other income, net

$ 11,063  $ 2,573  $ 8,490

The increase in interest income was primarily due to growth in cash, cash equivalents, and debt securities.

Interest expense is primarily comprised of coupon interest and debt discount amortization related to our notes.

Other income, net primarily consists of realized or unrealized gains and losses from investments in non-marketable equity securities, publicly-held equity securities, and the impact of changes in foreign currency rates. The change in Other income, net, compared to fiscal year 2025, was primarily driven by unrealized gains in non-marketable and publicly-held equity securities, including gains from our previously announced investment in Intel’s common stock. Refer to Note 7 and 8 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding our non-marketable equity securities.

Income Taxes

Income tax expense was $21.4 billion and $11.1 billion for fiscal years 2026 and 2025, respectively. Income tax as a percentage of income before income tax was an expense of 15.1% and 13.3% for fiscal years 2026 and 2025, respectively.

The effective tax rate increased primarily due to a lower percentage of tax benefits from stock-based compensation, FDDEI, and U.S. federal research tax credit relative to the increase in income before income tax.

Our effective tax rates for fiscal years 2026 and 2025 were lower than the U.S. federal statutory rate of 21.0% primarily due to tax benefits from FDDEI, stock-based compensation, income earned in jurisdictions that are subject to taxes at rates lower than the U.S. federal statutory tax rate, and the U.S. federal research tax credit.

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law and contains several changes to key U.S. federal income tax laws. We have recognized the tax effects of currently effective OBBBA provisions in our results for fiscal year 2026. We will continue to evaluate the impact of these legislative changes as tax authorities provide additional guidance and interpretation.

As of January 25, 2026, based on recent jurisdictional taxable income and expected future earnings, we concluded certain state deferred tax assets are more likely than not realizable and released $711 million of valuation allowance.

Refer to Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Liquidity and Capital Resources

Jan 25, 2026 Jan 26, 2025

(In millions)

Cash and cash equivalents $ 10,605  $ 8,589

Marketable securities 51,951  34,621

Cash, cash equivalents, and marketable securities $ 62,556  $ 43,210

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Year Ended

Jan 25, 2026 Jan 26, 2025

(In millions)

Net cash provided by operating activities $ 102,718  $ 64,089

Net cash used in investing activities $ (52,228) $ (20,421)

Net cash used in financing activities $ (48,474) $ (42,359)

Our fixed income security investments include highly rated, diversified investment types and credit exposures with shorter maturities.

Cash provided by operating activities increased in fiscal year 2026 compared to fiscal year 2025, due to higher revenue.

Cash used in investing activities increased in fiscal year 2026 compared to fiscal year 2025, primarily driven by higher purchases of equity investment securities and the execution of a non-exclusive license agreement with Groq.

Cash used in financing activities increased in fiscal year 2026 compared to fiscal year 2025, mainly due to higher share repurchases.

Liquidity

Our primary sources of liquidity include cash, cash equivalents, marketable securities, and cash generated by our operations. As of January 25, 2026, we had $62.6 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liquidity to meet our operating requirements for at least the next twelve months and for the foreseeable future, including our future obligations. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance future capital requirements.

Our marketable securities consist of publicly-held equity securities, debt securities issued by the U.S. government and its agencies, highly-rated corporations and financial institutions, and foreign government entities, as well as certificates of deposit issued by highly-rated financial institutions. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 7 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Except for approximately $1.7 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which we have not accrued any related foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketable securities held outside the U.S. at the end of fiscal year 2026 are available for use in the U.S. without incurring additional U.S. federal income taxes. Our first quarter of any fiscal year (including fiscal year 2027) generally does not include any estimated federal and state income tax payments and our second quarter of any fiscal year (including fiscal year 2027) generally includes two estimated federal and state income tax payments.

Capital Return to Shareholders

On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. In fiscal year 2026, we repurchased 282 million shares of our common stock for $40.4 billion. As of January 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $58.5 billion of our common stock.

From January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $1.5 billion pursuant to a pre-established trading plan. We may execute repurchases from time to time, subject to market conditions, operating requirements, and other investment opportunities, in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase agreements in compliance with Rule 10b-18 of the Exchange Act. Our share repurchase program may be suspended at any time at our discretion.

In fiscal year 2026, we paid cash dividends to our shareholders of $974 million. The payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our shareholders.

The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made after December 31, 2022. The excise tax is included in our share repurchase cost and was not material for fiscal years 2026 and 2025.

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Outstanding Indebtedness and Commercial Paper Program

Our aggregate debt maturities as of January 25, 2026, by year payable, are as follows:

Jan 25, 2026

(In millions)

Due in one year $ 1,000

Due in one to five years 2,750

Due in five to ten years 1,250

Due in greater than ten years 3,500

Unamortized debt discount and issuance costs (32)

Net carrying amount

$ 8,468

Less short-term portion 999

Total long-term portion $ 7,469

In January 2026, we increased the amount of our commercial paper program, pursuant to which we may issue unsecured commercial paper notes from time to time or all at once up to $25.0 billion. As of January 25, 2026, no commercial paper was outstanding. We will continue to evaluate issuing commercial paper as a component of our overall liquidity strategy.

Refer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion.

Material Cash Requirements and Other Obligations

For descriptions of our facility lease guarantees, long-term debt, purchase commitments, and operating lease obligations, refer to Note 10, Note 11, Note 12, and Note 17 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, respectively.

We expect to continue investing in our ecosystem. We are finalizing an investment and partnership agreement with OpenAI. There is no assurance that we will enter into an investment and partnership agreement with OpenAI or that a transaction will be completed. Refer to Item 1A. Risk Factors for additional information regarding our investments.

During fiscal year 2026 and fiscal year 2025, we spent $6.1 billion and $3.4 billion on capital expenditures, respectively. We expect to increase capital expenditures in fiscal year 2027 relative to fiscal year 2026 to support the future growth of our business.

Unrecognized tax benefits of $4.0 billion, which includes related interest and penalties of $374 million, were recorded in non-current income tax payable at the end of fiscal year 2026. We are unable to estimate the timing of any potential tax liability, interest payments, or penalties in individual years due to uncertainties in the underlying income tax positions and the timing of the effective settlement of such tax positions. We are currently under examination by the Internal Revenue Service for our fiscal years 2023 and 2024. Refer to Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further information.

Adoption of New and Recently Issued Accounting Pronouncements

Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of adoption of new and recently issued accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Investment and Interest Rate Risk

We are exposed to interest rate risk related to our fixed-rate investment portfolio and outstanding debt. The investment portfolio is managed consistent with our overall liquidity strategy in support of both working capital needs and growth of our businesses.

According to our sensitivity analysis on our investment portfolio, a decrease in the yield curve of 0.5% as of the end of fiscal year 2026 and 2025 would decrease the fair value for these investments by approximately $0.2 billion.

As of the end of fiscal year 2026, we had $8.5 billion of senior Notes outstanding. We carry the Notes at face value less unamortized discount on our Consolidated Balance Sheets. As the Notes bear interest at a fixed rate, we have no financial statement risk associated with changes in interest rates. Refer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

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Publicly-held equity securities are subject to market price volatility. A hypothetical 10% decrease in our publicly-held equity securities would decrease the fair value of the publicly-held equity securities balance by $1.8 billion and an insignificant amount as of January 25, 2026 and January 26, 2025, respectively.

Non-marketable equity securities are measured based on cost minus impairment, if any, and are adjusted for observable price changes in orderly transactions for an identical or similar investment in the same issuer. Valuations of our non-marketable equity securities are inherently complex due to the lack of readily available market data and observable transactions, and impact of macroeconomic factors.

For a description of our equity investments, refer to Notes 7 and 8 of the Notes to Condensed Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Foreign Exchange Rate Risk

We consider our direct exposure to foreign exchange rate fluctuations to be minimal as substantially all of our sales are in United States dollars and foreign currency forward contracts are used to offset movements of foreign currency exchange rates. Gains or losses from foreign currency remeasurement are included in other income or expenses. The impact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years 2026 and 2025.

Sales and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, and, therefore, are not subject to exchange rate fluctuations. Increases in the value of the United States’ dollar relative to other currencies would make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the United States’ dollar relative to other currencies could result in our suppliers raising their manufacturing costs.

If the U.S. dollar strengthened by 10% as of January 25, 2026 and January 26, 2025, the amount recorded in Accumulated other comprehensive income (loss) related to our foreign exchange contracts before tax effect would have been an adverse impact of $180 million and $136 million, respectively. Change in value of our foreign exchange contracts recorded in Accumulated other comprehensive income (loss) would be expected to offset a corresponding change in hedged forecasted foreign currency expenses when recognized.

If an adverse 10% foreign exchange rate change was applied to our balance sheet hedging contracts, it would have resulted in an adverse impact on income before taxes of $124 million and $129 million as of January 25, 2026 and January 26, 2025, respectively. These changes in fair values would be offset in Total other income, net, by corresponding change in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge contracts fully cover the foreign currency denominated monetary assets and liabilities balances.

Refer to Note 10 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Item 8. Financial Statements and Supplementary Data

The information required by this Item is set forth in our Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Controls and Procedures

Disclosure Controls and Procedures

Based on their evaluation as of January 25, 2026, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our

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management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 25, 2026 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework , our management concluded that our internal control over financial reporting was effective as of January 25, 2026.

The effectiveness of our internal control over financial reporting as of January 25, 2026 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included herein.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended January 25, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are continuing a phased upgrade of our enterprise resource planning, or ERP, system to update our existing core financial systems. The ERP system is designed to accurately maintain our financial records used to report operating results. We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within NVIDIA have been detected.

Item 9B. Other Information

The following members of our Board of Directors and/or officers adopted , modified or terminated a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a Rule 10b5-1 Trading Arrangement:

Name Title of Director or Officer Action Date Total Shares of Common Stock to be Sold Expiration Date

John O. Dabiri

Director

Adoption 12/10/2025 3,984 *

12/7/2026

Colette M. Kress

Executive Vice President and Chief Financial Officer

Adoption

12/18/2025 500,000 3/23/2027

*Estimated assuming our closing stock price as of January 23, 2026. The number of shares is based on an estimate because the plan specifies a formulaic dollar amount of shares to be sold.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Part III

Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or the 2026 Proxy Statement, no later than 120 days after the end of fiscal year 2026, and certain information included therein is incorporated herein by reference.

Item 10. Directors, Executive Officers and Corporate Governance

Identification of Directors

Information regarding directors required by this item will be contained in our 2026 Proxy Statement under the caption “Proposal 1 — Election of Directors,” and is hereby incorporated by reference.

Identification of Executive Officers

Reference is made to the information regarding executive officers appearing under the heading “Information About Our Executive Officers” in Part I of this Annual Report on Form 10-K, which information is hereby incorporated by reference.

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Identification of Audit Committee and Financial Experts

Information regarding our Audit Committee required by this item will be contained in our 2026 Proxy Statement under the captions “Report of the Audit Committee of the Board of Directors” and “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.

Material Changes to Procedures for Recommending Directors

Information regarding procedures for recommending directors required by this item will be contained in our 2026 Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.

Delinquent Section 16(a) Reports

Information regarding compliance with Section 16(a) of the Exchange Act required by this item will be contained in our 2026 Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and such disclosure, if any, is hereby incorporated by reference.

Code of Conduct

Information regarding our Code of Conduct required by this item will be contained in our 2026 Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance — Code of Conduct,” and is hereby incorporated by reference. The full text of our Code of Conduct and Financial Team Code of Conduct are published on the Investor Relations portion of our website, under Governance, at www.nvidia.com. If we make any amendments to either code, or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a report on Form 8-K. The contents of our website are not a part of this Annual Report on Form 10-K.

Insider Trading Policy

The information required by Item 408(b) of Regulation S-K is incorporated by reference from the information contained in our 2026 Proxy Statement under the heading “Information About the Board of Directors and Corporate Governance.”

Item 11. Executive Compensation

Information regarding our executive compensation required by this item will be contained in our 2026 Proxy Statement under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Director Compensation,” and “Compensation Committee Report,” and is hereby incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Ownership of NVIDIA Securities

Information regarding ownership of NVIDIA securities required by this item will be contained in our 2026 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management,” and is hereby incorporated by reference.

Equity Compensation Plan Information

Information regarding our equity compensation plans required by this item will be contained in our 2026 Proxy Statement under the caption "Equity Compensation Plan Information," and is hereby incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information regarding related transactions and director independence required by this item will be contained in our 2026 Proxy Statement under the captions “Review of Transactions with Related Persons” and “Information About the Board of Directors and Corporate Governance — Independence of the Members of the Board of Directors,” and is hereby incorporated by reference.

Item 14. Principal Accountant Fees and Services

Information regarding accounting fees and services required by this item will be contained in our 2026 Proxy Statement under the caption “Fees Billed by the Independent Registered Public Accounting Firm,” and is hereby incorporated by reference.

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Part IV

Item 15. Exhibits and Financial Statement Schedules

Page

(a) 1. Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 )

49

Consolidated Statements of Income for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4

51

Consolidated Statements of Comprehensive Income for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4

52

Consolidated Balance Sheets as of January 2 5 , 202 6 and January 2 6 , 202 5

53

Consolidated Statements of Shareholders’ Equity for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4

54

Consolidated Statements of Cash Flows for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4

55

Notes to the Consolidated Financial Statements

56

2. Financial Statement Schedule

Schedule II Valuation and Qualifying Accounts for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4

81

3. Exhibits

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this Annual Report on Form 10-K.

82

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of NVIDIA Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the “Company”) as of January 25, 2026 and January 26, 2025, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended January 25, 2026, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 25, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 25, 2026 and January 26, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 25, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 25, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Inventories - Provisions for Excess or Obsolete Inventories and Excess Product Purchase Commitments

As described in Notes 1, 9, and 12 to the consolidated financial statements, the Company charges cost of sales for inventory provisions to write-down inventory for excess or obsolete inventory and for excess product purchase commitments. Most of the Company’s inventory provisions relate to excess quantities of products, based on the Company’s inventory levels and future product purchase commitments compared to assumptions about future demand including the impact of market conditions such as regulatory export restrictions on their products. As of January 25, 2026, the Company’s consolidated inventories balance was $21.4 billion and the Company’s consolidated outstanding inventory purchase and long-term supply and capacity obligations balance was $95.2 billion, of which a significant portion relates to inventory purchase obligations.

The principal considerations for our determination that performing procedures relating to the valuation of inventories, specifically the provisions for excess or obsolete inventories and excess product purchase commitments, is a critical audit matter are the significant judgment by management when developing provisions for excess or obsolete inventories and excess product purchase commitments, including developing assumptions related to future demand and market conditions. This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assumptions related to future demand and market conditions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s provisions for excess or obsolete inventories and excess product purchase commitments, including controls over management’s assumptions related to future demand and market conditions. These procedures also included, among others, testing management’s process for developing the provisions for excess or obsolete inventories and excess product purchase commitments; evaluating the appropriateness of management’s approach; testing the completeness and accuracy of underlying data used in the approach; and evaluating the reasonableness of management’s assumptions related to future demand and market conditions. Evaluating management’s assumptions related to future demand and market conditions involved evaluating whether the assumptions used by management were reasonable considering (i) current and past results, including historical product life cycle, (ii) the consistency with external market and industry data, and (iii) changes in technology.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 25, 2026

We have served as the Company’s auditor since 2004.

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NVIDIA Corporation and Subsidiaries

Consolidated Statements of Income

(In millions, except per share data)

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

Revenue $ 215,938   $ 130,497   $ 60,922

Cost of revenue 62,475   32,639   16,621

Gross profit 153,463   97,858   44,301

Operating expenses

Research and development 18,497   12,914   8,675

Sales, general and administrative 4,579   3,491   2,654

Total operating expenses 23,076   16,405   11,329

Operating income 130,387   81,453   32,972

Interest income 2,300   1,786   866

Interest expense ( 259 ) ( 247 ) ( 257 )

Other income, net

9,022   1,034   237

Total other income, net

11,063   2,573   846

Income before income tax 141,450   84,026   33,818

Income tax expense 21,383   11,146   4,058

Net income $ 120,067   $ 72,880   $ 29,760

Net income per share:

Basic $ 4.93   $ 2.97   $ 1.21

Diluted $ 4.90   $ 2.94   $ 1.19

Weighted average shares used in per share computation:

Basic 24,359   24,555   24,690

Diluted 24,514   24,804   24,940

See accompanying Notes to the Consolidated Financial Statements.

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NVIDIA Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

Net income $ 120,067   $ 72,880   $ 29,760

Other comprehensive income, net of tax

Available-for-sale securities:

Net change in unrealized gain 107   1   80

Cash flow hedges:

Net change in unrealized gain (loss) 43   —   ( 10 )

Other comprehensive income, net of tax 150   1   70

Total comprehensive income $ 120,217   $ 72,881   $ 29,830

See accompanying Notes to the Consolidated Financial Statements.

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NVIDIA Corporation and Subsidiaries

Consolidated Balance Sheets

(In millions, except par value)

Jan 25, 2026 Jan 26, 2025

Assets

Current assets:

Cash and cash equivalents $ 10,605   $ 8,589

Marketable securities 51,951   34,621

Accounts receivable, net 38,466   23,065

Inventories 21,403   10,080

Prepaid expenses and other current assets 3,180   3,771

Total current assets 125,605   80,126

Property and equipment, net 10,383   6,283

Operating lease assets 2,867   1,793

Goodwill 20,832   5,188

Intangible assets, net 3,306   807

Deferred income tax assets 13,258   10,979

Non-marketable equity securities

22,251   3,387

Other assets 8,301   3,038

Total assets $ 206,803   $ 111,601

Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable $ 9,812   $ 6,310

Accrued and other current liabilities 21,352   11,737

Short-term debt 999   —

Total current liabilities 32,163   18,047

Long-term debt 7,469   8,463

Long-term operating lease liabilities 2,572   1,519

Other long-term liabilities 7,306   4,245

Total liabilities 49,510   32,274

Commitments and contingencies - see Note 12

—   —

Shareholders’ equity:

Preferred stock, $ 0.001 par value; 2 shares authorized; none issued

—   —

Common stock, $ 0.001 par value; 80,000 shares authorized; 24,304 shares issued and outstanding as of January 25, 2026; 24,477 shares issued and outstanding as of January 26, 2025

24   24

Additional paid-in capital 10,118   11,237

Accumulated other comprehensive income 178   28

Retained earnings 146,973   68,038

Total shareholders' equity 157,293   79,327

Total liabilities and shareholders' equity $ 206,803   $ 111,601

See accompanying Notes to the Consolidated Financial Statements.

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NVIDIA Corporation and Subsidiaries

Consolidated Statements of Shareholders' Equity

Common Stock

Outstanding Additional Paid-in Accumulated Other Comprehensive Retained Total Shareholders'

Shares Amount Capital  Income (Loss)  Earnings  Equity

(In millions, except per share data)

Balances as of Jan 29, 2023

24,661   $ 25   $ 11,948   $ ( 43 ) $ 10,171   $ 22,101

Net income —  —  —  —  29,760   29,760

Other comprehensive income —  —  —  70   —  70

Issuance of common stock

265   —  403   —  —  403

Tax withholding related to common stock

( 72 ) —  ( 2,783 ) —  —  ( 2,783 )

Shares repurchased ( 211 ) —  ( 27 ) —  ( 9,719 ) ( 9,746 )

Cash dividends declared and paid ($ 0.016 per common share)

—  —  —  —  ( 395 ) ( 395 )

Stock-based compensation —  —  3,568   —  —  3,568

Balances as of Jan 28, 2024

24,643   25   13,109   27   29,817   42,978

Net income —  —  —  —  72,880   72,880

Other comprehensive income —  —  —  1   —  1

Issuance of common stock

203   —  490   —  —  490

Tax withholding related to common stock

( 59 ) —  ( 6,930 ) —  —  ( 6,930 )

Shares repurchased ( 310 ) ( 1 ) ( 189 ) —  ( 33,825 ) ( 34,015 )

Cash dividends declared and paid ($ 0.034 per common share)

—  —  —  —  ( 834 ) ( 834 )

Stock-based compensation —  —  4,757   —  —  4,757

Balances as of Jan 26, 2025

24,477   24   11,237   28   68,038   79,327

Net income —  —  —  —  120,067   120,067

Other comprehensive income —  —  —  150   —  150

Issuance of common stock

160   —  644   —  —  644

Tax withholding related to common stock

( 51 ) —  ( 7,948 ) —  —  ( 7,948 )

Shares repurchased ( 282 ) —  ( 230 ) —  ( 40,158 ) ( 40,388 )

Cash dividends declared and paid ($ 0.04 per common share)

—  —  —  —  ( 974 ) ( 974 )

Fair value of partially vested equity awards assumed in connection with

acquisitions

—  —  28   —  —  28

Stock-based compensation —  —  6,387   —  —  6,387

Balances as of Jan 25, 2026

24,304   $ 24   $ 10,118   $ 178   $ 146,973   $ 157,293

See accompanying Notes to the Consolidated Financial Statements.

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Consolidated Statements of Cash Flows

(In millions)

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

Cash flows from operating activities:

Net income $ 120,067   $ 72,880   $ 29,760

Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation expense 6,386   4,737   3,549

Depreciation and amortization 2,843   1,864   1,508

Gains on non-marketable equity securities and publicly-held equity securities, net ( 8,918 ) ( 1,030 ) ( 238 )

Deferred income taxes ( 1,424 ) ( 4,477 ) ( 2,489 )

Other ( 287 ) ( 502 ) ( 278 )

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable ( 15,399 ) ( 13,063 ) ( 6,172 )

Inventories ( 11,324 ) ( 4,781 ) ( 98 )

Prepaid expenses and other assets 577   ( 395 ) ( 1,522 )

Accounts payable 3,096   3,357   1,531

Accrued and other current liabilities 5,257   4,278   2,025

Other long-term liabilities 1,844   1,221   514

Net cash provided by operating activities 102,718   64,089   28,090

Cash flows from investing activities:

Proceeds from sales of marketable securities 15,157   495   50

Proceeds from maturities of marketable securities 11,226   11,195   9,732

Proceeds from sales of non-marketable equity securities 84   171   1

Purchases of marketable securities ( 40,616 ) ( 26,575 ) ( 18,211 )

Purchases of non-marketable equity securities ( 17,502 ) ( 1,486 ) ( 862 )

Groq, Inc.

( 13,000 ) —   —

Purchases related to property and equipment and intangible assets ( 6,042 ) ( 3,236 ) ( 1,069 )

Acquisitions, net of cash acquired

( 1,535 ) ( 1,007 ) ( 83 )

Other —   22   ( 124 )

Net cash used in investing activities ( 52,228 ) ( 20,421 ) ( 10,566 )

Cash flows from financing activities:

Proceeds related to employee stock plans 644   490   403

Payments related to repurchases of common stock

( 40,086 ) ( 33,706 ) ( 9,533 )

Payments related to employee stock plan taxes

( 7,948 ) ( 6,930 ) ( 2,783 )

Dividends paid ( 974 ) ( 834 ) ( 395 )

Principal payments on property and equipment and intangible assets ( 101 ) ( 129 ) ( 74 )

Repayment of debt —   ( 1,250 ) ( 1,250 )

Other ( 9 ) —   ( 1 )

Net cash used in financing activities ( 48,474 ) ( 42,359 ) ( 13,633 )

Change in cash and cash equivalents 2,016   1,309   3,891

Cash and cash equivalents at beginning of period 8,589   7,280   3,389

Cash and cash equivalents at end of period $ 10,605   $ 8,589   $ 7,280

Supplemental disclosures of cash flow information:

Cash paid for income taxes, net $ 20,288   $ 15,118   $ 6,549

See accompanying Notes to the Consolidated Financial Statements.

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NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies

Our Company

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.

Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation. Non-marketable equity securities, previously presented within other assets, were reclassified to be presented separately on our consolidated balance sheets and had no impact to total assets or consolidated statement of cash flows.

Fiscal Year

We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2026, 2025 and 2024 were all 52-week years. Fiscal year 2027 will be a 53-week year with the fourth quarter consisting of 14 weeks.

Principles of Consolidation

Our consolidated financial statements include the accounts of NVIDIA Corporation and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from our estimates. On an on-going basis, we evaluate our estimates, including those related to accounts receivable, cash equivalents and marketable securities, goodwill, income taxes, inventories and product purchase commitments, investigation and settlement costs, litigation, non-marketable equity securities, other contingencies, property, plant, and equipment, revenue recognition, and stock-based compensation. These estimates are based on historical facts and various other assumptions that we believe are reasonable.

Revenue Recognition

We derive our revenue primarily from product sales including hardware and systems. We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and (5) recognition of revenue when, or as, we satisfy a performance obligation. Payment from customers, per our standard payment terms, is generally due shortly after delivery of our products.

Product Sales Revenue

Revenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration we expect to receive in exchange for those products. Certain products are sold with support or an extended warranty. Support and extended warranty revenue are recognized ratably over the service period, or as services are performed. Revenue is recognized net of allowances for returns, customer programs and any taxes collected from customers.

For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for estimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional sales return allowances are required to accurately reflect our estimated exposure for product returns.

Our customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in various target markets, and MDFs which represent monies paid to our partners that are earmarked for market segment development and are designed to support our partners’ activities while also promoting NVIDIA products. We account for customer programs as a reduction to revenue and accrue for such programs for potential rebates and MDFs based on the amount we expect to be claimed by customers.

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NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(Continued)

Contracts with Multiple Performance Obligations

Our contracts may contain more than one deliverable, each of which is separately accounted for as a distinct performance obligation. We account for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract.

We allocate the total transaction price to each distinct performance obligation in an arrangement with multiple performance obligations on a relative standalone selling price basis. The standalone selling price reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. When determining standalone selling price, we maximize the use of observable inputs.

Product Warranties

We offer a limited warranty to end-users ranging from one to three years for products to repair or replace products for manufacturing defects or hardware component failures. Cost of revenue includes the estimated cost of product warranties that are calculated at the point of revenue recognition. Under limited circumstances, we may offer an extended limited warranty to customers for certain products. We also accrue for known warranty and indemnification issues if a loss is probable and can be reasonably estimated.

Stock-based Compensation

We use the closing trading price of our common stock on the date of grant, minus a dividend yield discount, as the fair value of awards of restricted stock units, or RSUs, and performance stock units, or PSUs, that are based on our corporate financial performance targets. We use a Monte Carlo simulation on the date of grant to estimate the fair value of PSUs that are based on our stock performance compared to market performance, or market-based PSUs. The compensation expense for RSUs and market-based PSUs is recognized using a straight-line attribution method over the requisite employee service period while compensation expense for PSUs is recognized using an accelerated amortization model based on performance targets probable of achievement. We estimate the fair value of shares to be issued under our employee stock purchase plan, or ESPP, using the Black-Scholes model at the commencement of an offering period in March and September of each year. Stock-based compensation for our ESPP is expensed using an accelerated amortization model. Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical forfeitures.

Litigation, Investigation and Settlement Costs

We currently are, and will likely continue to be subject to claims, litigation, and other actions, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, commercial disputes, goods and services offered by us and by third parties, and other matters. There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments. If information becomes available that causes us to determine that a loss in any of our pending litigation, investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will record the loss. However, the actual liability in any such litigation or investigation may be materially different from our estimates, which could require us to record additional costs. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss.

Foreign Currency Remeasurement

We use the U.S. dollar as our functional currency for our subsidiaries. Foreign currency monetary assets and liabilities are remeasured into United States dollars at end-of-period exchange rates. Non-monetary assets and liabilities such as property and equipment and equity are remeasured at historical exchange rates. Revenue and expenses are remeasured at exchange rates in effect during each period, except for those expenses related to non-monetary balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in earnings in our Consolidated Statements of Income and to date have not been significant.

Income Taxes

We recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. We recognize federal, state and foreign deferred tax assets or liabilities, as appropriate, for our estimate of future tax effects attributable to temporary differences and carryforwards; and we record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.

Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change

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based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.

As of January 25, 2026, we had a valuation allowance of $ 768  million related to capital loss carryforwards, and certain other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Net Income Per Share

Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards outstanding is not included in the computation of diluted net income per share.

Cash and Cash Equivalents and Marketable Securities

We consider all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Marketable securities consist of highly liquid debt investments with maturities of greater than three months when purchased and publicly-held equity securities. We classify these investments as current or long term based on the nature of the investments and their availability for use in current operations.

We record our debt investments as cash equivalents and marketable debt securities and classify them at the date of acquisition as available-for-sale. These available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income or loss, a component of shareholders’ equity, net of tax. The fair value of interest-bearing debt securities includes accrued interest. Realized gains and losses on the sale of marketable securities are determined using the specific-identification method and recorded in the Other income (expense), net, section of our Consolidated Statements of Income.

Available-for-sale debt securities are subject to impairment review. If the estimated fair value of available-for-sale debt securities is less than its amortized cost basis, we determine if the difference, if any, is caused by expected credit losses and write-down the amortized cost basis of the securities if it is more likely than not we will be required or we intend to sell the securities before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized in the Other income, net, net section of our Consolidated Statements of Income.

Publicly-held equity securities and money market funds have readily determinable fair values with changes in fair value recorded in Other income, net.

Fair Value of Financial Instruments

The carrying value of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their relatively short maturities as of January 25, 2026 and January 26, 2025. Marketable debt and equity securities are reported at fair value. Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as accounting hedges, the effective portion of the gains or losses on the derivatives is initially reported as a component of other comprehensive income or loss and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. For derivative instruments not designated as accounting hedges, changes in fair value are recognized in earnings.

Financial instruments measured and disclosed at fair value are classified and disclosed based on the observability of inputs used in the determination of fair value as follows:

• Level 1: Observable inputs such as quoted prices in active markets.

• Level 2: Observable inputs other than Level 1 prices, such as quoted prices in less active markets or model-derived valuations that are observable either directly or indirectly.

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• Level 3: Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, marketable securities, lease guarantees, and accounts receivable. Our investment policy requires the purchase of highly-rated fixed income securities, the diversification of investment type and credit exposures, and includes certain limits on our portfolio maturities. We perform ongoing credit evaluations of our customers’ financial condition and maintain an allowance for potential credit losses. This allowance consists of an amount identified for specific customers and an amount based on overall estimated exposure. Our overall estimated exposure excludes amounts covered by credit insurance and letters of credit.

Inventories

Inventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-out basis. Inventory costs consist of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, and shipping costs, as well as the cost of purchased memory products and other component parts. We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand including the impact of regulatory export restrictions on our products. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. We record a liability for noncancelable purchase commitments with suppliers for quantities in excess of our future demand forecasts consistent with our valuation of obsolete or excess inventory.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method based on the estimated useful lives of the assets of two to seven years . Once an asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded. The estimated useful lives of our buildings are up to thirty years . Depreciation expense includes the amortization of assets recorded under finance leases. Leasehold improvements and assets recorded under finance leases are amortized over the shorter of the expected lease term or the estimated useful life of the asset.

Leases

We determine if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12 months are included in operating lease assets, accrued and other current liabilities, and long-term operating lease liabilities on our consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. We combine lease and non-lease components for offices and data centers in determining the operating lease assets and liabilities.

Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using our incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease costs are recognized on a straight-line basis over the lease term.

Goodwill

We allocate goodwill to reporting units based on the expected benefit from the business combination. Goodwill is subject to our annual impairment test during the fourth quarter of our fiscal year, or earlier if indicators of potential impairment exist. In completing our impairment test, we perform either a qualitative or a quantitative analysis on a reporting unit basis.

Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting units. Goodwill impairments were not identified for the periods presented.

Intangible Assets and Other Long-Lived Assets

Intangible assets primarily represent acquired intangible assets including developed technology and customer relationships, as well as rights acquired under technology licenses, patents, and acquired IP. We currently amortize our intangible assets with finite lives over periods ranging from one to twenty years using a method that reflects the pattern

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in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method.

Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The recoverability of assets or asset groups to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Fair value is determined based on the estimated discounted future cash flows expected to be generated by the asset or asset group. Assets and liabilities to be disposed of would be separately presented in the Consolidated Balance Sheet and the assets would be reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated.

Business Combination

The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. We allocate the fair value of the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the measurement period's conclusion or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Income.

Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.

Non-Marketable Equity Securities

Non-marketable equity securities consist of investments in privately-held companies that do not have a readily determinable fair value. These investments are measured at cost minus impairment, if any, and are adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer, or the measurement alternative. Fair value is based upon observable inputs in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. All gains and losses on these investments, realized and unrealized, are recognized in Other income, net on our Consolidated Statements of Income.

We assess whether an impairment loss has occurred on our investments in non-marketable equity securities, accounted for under the measurement alternative based on quantitative and qualitative factors. If any impairment is identified for non-marketable equity securities, we write down the investment to its fair value and record the corresponding charge through Other income, net on our Consolidated Statements of Income.

The Company assesses its investments for significant influence to determine the appropriate method of accounting, including application of the equity method. Equity method investments were not material.

Recently Issued Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board, or FASB, issued a new accounting standard requiring disclosures of certain additional expense information on an annual and interim basis, including, among other items, the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each income statement expense caption, as applicable. We will adopt this standard in the fiscal year 2028 annual report. We do not expect the adoption of this standard to have a material impact on our Consolidated Financial Statements other than additional disclosures.

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Note 2 - Groq

In December 2025, we entered into a non‑exclusive license agreement with Groq, Inc., or Groq, for its language processing unit technology and hired certain Groq employees. No customer contracts, existing products, or equity interests were purchased. We recorded $ 14.4 billion of goodwill and a $ 2.5 billion developed technology intangible asset, valued using a cost‑to‑recreate methodology with a five‑year useful life. Goodwill, primarily attributable to the workforce and future development of the licensed technology, was recorded in the Compute & Networking reporting unit. Total consideration consists of $ 13.0 billion paid at closing and $ 4 billion, inclusive of imputed interest, payable within one year included in Accrued and Other Current Liabilities on our Consolidated Balance Sheets. The goodwill is tax deductible. Pro forma results of operations have not been presented because the effect was not material.

Note 3 - Stock-Based Compensation

We recognize stock-based compensation expense from grants of restricted stock units, or RSUs, performance stock units, or PSUs, and market-based PSUs, and issuances under our employee stock purchase plan, or ESPP.

Consolidated Statements of Income include stock-based compensation expense as follows:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(In millions)

Cost of revenue $ 261   $ 178   $ 141

Research and development 4,676   3,423   2,532

Sales, general and administrative 1,449   1,136   876

Total $ 6,386   $ 4,737   $ 3,549

The following is a summary of equity awards granted under our equity incentive plans:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(In millions, except per share data)

RSUs, PSUs and Market-based PSUs

Awards granted 70   89   140

Estimated total grant-date fair value $ 9,389   $ 7,834   $ 5,316

Weighted average grant-date fair value per share $ 133.97   $ 87.99   $ 37.41

ESPP

Shares purchased 13   30   30

Weighted average price per share $ 49.13   $ 17.74   $ 15.81

Weighted average grant-date fair value per share $ 20.75   $ 8.61   $ 6.99

As of January 25, 2026, aggregate unearned stock-based compensation expense was $ 14.8 billion, which is expected to be recognized over a weighted average period of 2.3 years for RSUs, PSUs, and market-based PSUs, and 0.9 years for ESPP.

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The fair value of shares issued under our ESPP has been estimated with the following assumptions:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(Using the Black-Scholes model)

ESPP

Weighted average expected life (in years) 0.1 - 2.0

0.1 - 2.0

0.1 - 2.0

Risk-free interest rate 3.5 %- 4.3 %

3.6 %- 5.4 %

3.9 %- 5.5 %

Volatility 26 %- 96 %

31 %- 75 %

31 %- 67 %

Dividend yield   0.03 %

0.03 %

0.06 %

For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSUs, PSUs, and market-based PSUs are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield.

Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical forfeitures.

Equity Incentive Program

We grant RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs.

Amended and Restated 2007 Equity Incentive Plan

The NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. We grant RSUs, PSUs and market-based PSUs under the 2007 Plan. As of January 25, 2026, up to 192 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan, and 1.3 billion shares were available for future grants.

Subject to certain exceptions, RSUs vest generally over four years subject to continued service. PSUs vest over four years , subject to continued service and performance conditions. Market-based PSUs vest on approximately the third anniversary of the date of grant subject to market conditions. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.

Amended and Restated 2012 Employee Stock Purchase Plan

Employees who participate in the NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan, may have up to 25 % of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is about 24 months, divided into four purchase periods of six months . The price of common stock purchased under our 2012 Plan will be equal to 85 % of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering. As of January 25, 2026, we had 2.2  billion shares reserved for future issuance under the 2012 Plan.

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Equity Award Activity

The following is a summary of our equity award transactions under our equity incentive plans:

RSUs, PSUs and Market-based PSUs Outstanding

Number of Shares Weighted Average Grant-Date Fair Value Per Share

(In millions, except per share data)

Balance as of Jan 26, 2025

274   $ 44.75

Granted 70   $ 133.97

Vested ( 146 ) $ 39.14

Canceled and forfeited ( 9 ) $ 59.29

Balance as of Jan 25, 2026

189   $ 81.51

Vested and expected to vest after Jan 25, 2026

188   $ 81.15

As of January 25, 2026 and January 26, 2025, there were 1.3 billion and 1.4 billion shares, respectively, of common stock available for future grants under our equity incentive plans.

The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 25, 2026, January 26, 2025, and January 28, 2024, was $ 22.2  billion, $ 15.1  billion, and $ 8.2  billion, respectively.

Note 4 - Net Income Per Share

The following is the basic and diluted net income per share computations for the periods presented:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(In millions, except per share data)

Numerator:

Net income $ 120,067   $ 72,880   $ 29,760

Denominator:

Basic weighted average shares 24,359   24,555   24,690

Dilutive impact of outstanding equity awards 155   249   250

Diluted weighted average shares 24,514   24,804   24,940

Net income per share:

Basic (1) $ 4.93   $ 2.97   $ 1.21

Diluted (2) $ 4.90   $ 2.94   $ 1.19

Anti-dilutive equity awards excluded from diluted net income per share

41   51   150

(1)    Net income divided by basic weighted average shares.

(2)    Net income divided by diluted weighted average shares.

Note 5 - Goodwill

As of January 25, 2026, the total carrying amount of goodwill was $ 20.8 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ 20.5 billion and $ 370 million, respectively. As of January 26, 2025, the total carrying amount of goodwill was $ 5.2 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ 4.8 billion and $ 370 million, respectively. Goodwill increased by $ 15.6 billion in fiscal year 2026 and was allocated to our Compute & Networking reporting unit. During the fourth quarters of fiscal years 2026, 2025, and 2024, we completed our annual qualitative impairment tests and concluded that goodwill was no t impaired.

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Note 6 - Amortizable Intangible Assets

The components of our amortizable intangible assets are as follows:

Jan 25, 2026 Jan 26, 2025

Gross

Carrying

Amount Accumulated

Amortization Net

Carrying

Amount Gross

Carrying

Amount Accumulated

Amortization Net

Carrying

Amount

(In millions)

Acquisition-related intangible assets $ 5,656   $ ( 2,580 ) $ 3,076   $ 2,900   $ ( 2,264 ) $ 636

Patents and licensed technology 528   ( 298 ) 230   449   ( 278 ) 171

Total intangible assets $ 6,184   $ ( 2,878 ) $ 3,306   $ 3,349   $ ( 2,542 ) $ 807

Amortization expense associated with intangible assets for fiscal years 2026, 2025, and 2024 was $ 488 million, $ 593 million, and $ 614 million, respectively.

The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of January 25, 2026:

Future Amortization Expense

(In millions)

Fiscal Year:

2027 $ 923

2028 729

2029 592

2030 511

2031 468

2032 and thereafter 83

Total $ 3,306

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Note 7 - Cash Equivalents and Marketable Securities

The fair values of our financial assets are determined using quoted market prices of identical assets or market prices of similar assets from active markets. We review fair value classification on a quarterly basis. The following is a summary of cash equivalents and marketable securities:

Jan 25, 2026

Pricing Category Cost or Amortized

Cost

Unrealized

Gain Unrealized

Loss Estimated

Fair Value Reported as

Cash Equivalents Marketable Securities Other Assets

(In millions)

Debt securities issued by the U.S. Treasury Level 2 $ 21,635   $ 77   $ ( 3 ) $ 21,709   $ —   $ 21,709   $ —

Corporate debt securities Level 2 15,410   92   ( 3 ) 15,499   345   15,154   —

Debt securities issued by U.S. government agencies Level 2 2,157   4   —   2,161   —   2,161   —

Certificates of deposit Level 2 110   —   —   110   110   —   —

Foreign government bonds Level 2 40   1   —   41   —   41   —

Money market funds Level 1 7,830   —   —   7,830   7,830   —   —

Publicly-held equity securities (1) (2)

Level 1 17,726   —  12,886   4,840

Total $ 47,182   $ 174   $ ( 6 ) $ 65,076   $ 8,285   $ 51,951   $ 4,840

(1)    In the first quarter of fiscal year 2026, one investment was reclassified from non-marketable equity securities to marketable securities following public market trading. The balance as of January 25, 2026 includes $ 10.5 billion of investments which are subject to short-term lock-up restrictions on the ability to sell.

(2)    The long-term portion of marketable equity securities, which are subject to lock-up restrictions through December 2027 of $ 4.8 billion as of January 25, 2026, is included in other assets.

Publicly-held equity securities are subject to market price volatility. Net unrealized gains on investments in publicly-held equity securities held at period end were $ 6.6 billion for fiscal year 2026. Net unrealized gains on investments in publicly-held equity securities held at period end were not significant for fiscal years 2025 and 2024.

Net realized gains on investments in publicly-held equity securities sold were not significant for fiscal years 2026, 2025, and 2024, reflecting the difference between the sale proceeds and the carrying value of the equity securities at the beginning of the period or the purchase date, if later.

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Jan 26, 2025

Pricing Category Cost or Amortized

Cost Unrealized

Gain Unrealized

Loss Estimated

Fair Value Reported as

Cash Equivalents Marketable Securities

(In millions)

Corporate debt securities Level 2 $ 18,504   $ 51   $ ( 29 ) $ 18,526   $ 2,071   $ 16,455

Debt securities issued by the U.S. Treasury Level 2 16,749   42   ( 22 ) 16,769   1,801   14,968

Debt securities issued by U.S. government agencies Level 2 2,775   7   ( 5 ) 2,777   —   2,777

Foreign government bonds Level 2 177   —   —   177   137   40

Certificates of deposit Level 2 97   —   —   97   97   —

Money market funds Level 1 3,760   —   —   3,760   3,760   —

Publicly-held equity securities

Level 1 381   —  381

Total $ 42,062   $ 100   $ ( 56 ) $ 42,487   $ 7,866   $ 34,621

The following tables provide the breakdown of unrealized losses, aggregated by investment category and length of time that individual debt securities have been in a continuous loss position:

Jan 25, 2026 Jan 26, 2025

Less than 12 Months Less than 12 Months

Estimated Fair Value Gross Unrealized Loss Estimated Fair Value Gross Unrealized Loss

(In millions)

Debt securities issued by the U.S. Treasury $ 10,666   $ ( 3 ) $ 6,315   $ ( 22 )

Corporate debt securities 1,332   ( 3 ) 5,291   ( 29 )

Debt securities issued by U.S. government agencies 1,134   —   816   ( 5 )

Total $ 13,132   $ ( 6 ) $ 12,422   $ ( 56 )

Gross unrealized losses related to debt securities in a continuous loss position of twelve months or greater as of January 25, 2026 and January 26, 2025 were not significant. Gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates.

The estimated fair value of debt securities included in cash equivalents and marketable securities are shown below by contractual maturity.

Jan 25, 2026

(In millions)

Less than one year $ 20,427

Due in 1 - 5 years 19,093

Total $ 39,520

Note 8 - Non-marketable Equity Securities

Our non-marketable equity securities are valued under the measurement alternative applying valuation methods based on observable transactions for similar investments of the same issuer and unobservable inputs such as volatility, expected

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time to liquidity, risk free rate and security-specific rights and obligations. Gains and losses on these investments, realized and unrealized, are recognized in Other income, net on our Consolidated Statements of Income.

Adjustments to the carrying value of our non-marketable equity securities during fiscal years 2026 and 2025 were as follows:

Year Ended

Jan 25, 2026 Jan 26, 2025

(In millions)

Balance at beginning of period $ 3,387   $ 1,321

Adjustments related to non-marketable equity securities:

Net additions 17,444   1,309

Unrealized gains 2,369   816

Reclassification (1)

( 848 ) —

Impairments and unrealized losses ( 101 ) ( 59 )

Balance at end of period $ 22,251   $ 3,387

(1) Represents reclassifications from non-marketable equity securities to marketable securities following public market trading.

Non-marketable equity securities had cumulative gross unrealized gains of $ 2.7 billion and $ 1.1 billion, and cumulative gross unrealized losses and impairments of $ 176 million and $ 105 million on securities held as of January 25, 2026 and January 26, 2025, respectively.

Note 9 - Balance Sheet Components

We refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, CSPs, AI model makers, and system integrators. Certain direct customers may use either internal resources or third-party system integrators to complete their build. Three direct customers accounted for 25 %, 18 %, and 13 % of our accounts receivable balance as of January 25, 2026. Two direct customers accounted for 17 % and 16 % of our accounts receivable balance as of January 26, 2025.

Certain balance sheet components are as follows:

Jan 25, 2026 Jan 26, 2025

Inventories:

(In millions)

Raw materials $ 3,807   $ 3,408

Work in process 8,822   3,399

Finished goods 8,774   3,273

Total inventories (1) $ 21,403   $ 10,080

(1)    In fiscal years 2026 and 2025, we recorded inventory provisions of $ 4.0 billion and $ 1.6 billion, respectively, in cost of revenue.

Jan 25, 2026 Jan 26, 2025 Estimated

Useful Life

Property and Equipment:

(In millions) (In years)

Land $ 777   $ 511   (A)

Buildings, leasehold improvements, and furniture 2,891   2,076   (B)

Equipment, compute hardware, and software

12,619   7,568   2 - 7

Construction in process 683   529   (C)

Total property and equipment, gross 16,970   10,684

Accumulated depreciation and amortization ( 6,587 ) ( 4,401 )

Total property and equipment, net $ 10,383   $ 6,283

(A) Land is a non-depreciable asset.

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(B) The estimated useful lives of our buildings are up to thirty years . Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the expected remaining lease term.

(C) Construction in process represents assets that are not available for their intended use.

Depreciation expense for fiscal years 2026, 2025, and 2024 was $ 2.4 billion, $ 1.3 billion, and $ 894 million, respectively.

Accumulated amortization of leasehold improvements and finance leases was $ 519 million and $ 410 million as of January 25, 2026 and January 26, 2025, respectively.

Property, equipment and intangible assets acquired but not paid for during fiscal years 2026, 2025, and 2024 were $ 820 million, $ 525 million, and $ 170 million, respectively.

Jan 25, 2026 Jan 26, 2025

Accrued and Other Current Liabilities:

(In millions)

Customer program accruals $ 5,318   $ 4,880

Accrued purchase consideration

3,921   9

Product warranty

2,807   1,290

Excess inventory purchase obligations (1) 2,739   2,095

Taxes payable 2,669   881

Deferred revenue (2) 1,379   837

Accrued payroll and related expenses 1,146   848

Other 1,373   897

Total accrued and other current liabilities $ 21,352   $ 11,737

(1) In fiscal years 2026 and 2025, we recorded an expense of approximately $ 3.2 billion and $ 2.0 billion, respectively, in cost of revenue.

(2) Includes customer advances and unearned revenue related to hardware and software support, cloud services, and license and development arrangements. The balance as of January 25, 2026 and January 26, 2025 included $ 160 million and $ 81 million of customer advances, respectively.

Jan 25, 2026 Jan 26, 2025

Other Long-Term Liabilities:

(In millions)

Income tax payable (1) $ 3,958   $ 2,188

Deferred income tax 1,774   886

Deferred revenue (2) 1,193   976

Other 381   195

Total other long-term liabilities $ 7,306   $ 4,245

(1) Primarily comprised of unrecognized tax benefits and related interest and penalties.

(2) Includes unearned revenue related to hardware and software support and cloud services.

Deferred Revenue

The following table shows the changes in short- and long-term deferred revenue during fiscal years 2026 and 2025:

Jan 25, 2026 Jan 26, 2025

(In millions)

Balance at beginning of period $ 1,813   $ 1,337

Deferred revenue additions (1) 11,137   5,083

Revenue recognized (2) ( 10,378 ) ( 4,607 )

Balance at end of period $ 2,572   $ 1,813

(1)    Includes $ 9.0 billion and $ 3.6 billion of customer advances for fiscal years 2026 and 2025, respectively.

(2)    Includes $ 8.9 billion and $ 3.7 billion related to customer advances for fiscal years 2026 and 2025, respectively.

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We recognized revenue of $ 974 million and $ 729 million in fiscal years 2026 and 2025, respectively, that were included in the prior year end deferred revenue balance.

As of January 25, 2026, revenue related to remaining performance obligations from contracts greater than one year in length was $ 2.3 billion, which includes $ 1.9 billion from deferred revenue and $ 390 million which has not yet been billed nor recognized as revenue. Approximately 42 % of revenue from contracts greater than one year in length will be recognized over the next twelve months .

Note 10 - Derivative Financial Instruments

Foreign Currency Derivatives

We utilize foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. The foreign currency forward contracts for operating expenses are designated as accounting hedges. Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings. In fiscal years 2026 and 2025, the impact of foreign currency forward contracts designated as accounting hedges on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective.

We also entered into foreign currency forward contracts mitigating the impact of foreign currency movements on monetary assets and liabilities. For our foreign currency contracts for assets and liabilities, the change in fair value of these non-designated contracts was recorded in other income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and liabilities, which was also recorded in other income or expense.

The table below presents the notional value of our foreign currency contracts outstanding:

Jan 25, 2026 Jan 26, 2025

(In millions)

Designated as accounting hedges $ 1,765   $ 1,424

Not designated as accounting hedges $ 2,332   $ 1,297

The unrealized gains and losses or fair value of our foreign currency contracts were not significant as of January 25, 2026 and January 26, 2025.

As of January 25, 2026, all foreign currency contracts mature within  18 months. The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months were not significant.

Facility Lease Guarantees

In fiscal year 2026, we entered into agreements to guarantee partners’ facility lease obligations in the event of their default in exchange for warrants. The maximum gross exposure under all agreements is $ 3.5  billion, which is reduced as the partners make payments to the lessors over terms ranging from 5 to 7 years. The partners have placed $ 712  million in escrow to mitigate our potential exposure. The guarantees, classified as credit derivatives with changes in fair value recognized in Other income and expense, were not material.

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Note 11 - Debt

Expected

Remaining Term (years) Effective

Interest Rate Jan 25, 2026 Jan 26, 2025

(In millions)

3.20 % Notes Due 2026

0.6 3.31 % 1,000   1,000

1.55 % Notes Due 2028

2.4 1.64 % 1,250   1,250

2.85 % Notes Due 2030

4.2 2.93 % 1,500   1,500

2.00 % Notes Due 2031

5.4 2.09 % 1,250   1,250

3.50 % Notes Due 2040

14.2 3.54 % 1,000   1,000

3.50 % Notes Due 2050

24.2 3.54 % 2,000   2,000

3.70 % Notes Due 2060

34.2 3.73 % 500   500

Unamortized debt discount and issuance costs     ( 32 ) ( 37 )

Net carrying amount     8,468   8,463

Less short-term portion ( 999 ) —

Total long-term portion $ 7,469   $ 8,463

As of January 25, 2026 and January 26, 2025, the estimated fair value of debt was $ 7.5  billion and $ 7.2  billion, respectively. The estimated fair values are based on Level 2 inputs.

Our notes are unsecured senior obligations. Existing and future liabilities of our subsidiaries will be effectively senior to the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a make-whole premium. The maturity of the notes is calendar year.

As of January 25, 2026, we complied with the required covenants, which are non-financial in nature, under the outstanding notes.

In January 2026, we increased the size of our commercial paper program from $ 575 million to $ 25.0 billion. As of January 25, 2026, no commercial paper was outstanding.

Note 12 - Commitments and Contingencies

Commitments

Manufacturing, supply, and capacity commitments reflect datacenter-scale production and longer future ordering horizons across current and future product architectures. We enter into agreements with our supply vendors that allow them to procure inventory based upon our defined criteria, and in certain instances, these agreements are cancellable, able to be rescheduled, or adjustable for our business needs prior to placing firm orders. Changes to these agreements may result in additional costs. As of January 25, 2026, these commitments were $ 95.2  billion, of which substantially all will be paid through fiscal year 2027.

Multi-year cloud service agreement commitments as of January 25, 2026, were $ 27 billion, for which $ 7 billion, $ 6 billion, $ 5 billion, $ 5 billion, $ 2 billion, and $ 2 billion will be paid in fiscal years 2027, 2028, 2029, 2030, 2031, and 2032 and thereafter, respectively. Some cloud service capacity may be reduced, terminated or sold to others by the CSPs, in which case our commitments will be reduced. We expect cloud service agreements to be used to support our research and development efforts.

Investment commitments are $ 11.4  billion as of January 25, 2026, subject to certain contingencies, of which we expect substantially all will be made through fiscal year 2027.

Other commitments were $ 3.4  billion as of January 25, 2026, of which the majority will be paid through fiscal year 2027.

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Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was $ 2.8 billion and $ 1.3 billion as of January 25, 2026 and January 26, 2025, respectively. The estimated product returns and product warranty activity consisted of the following:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(In millions)

Balance at beginning of period $ 1,290   $ 306   $ 82

Additions 2,474   1,203   278

Utilization ( 957 ) ( 219 ) ( 54 )

Balance at end of period $ 2,807   $ 1,290   $ 306

In fiscal years 2026, 2025, and 2024 the additions in product warranty liabilities primarily related to our Compute & Networking segment.

We have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Consolidated Financial Statements for such indemnifications.

Litigation

Securities Class Action and Derivative Lawsuits

The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court’s dismissal of the case, with a third judge dissenting on the basis that the district court did not err in dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023. On December 5, 2023, the Ninth Circuit granted NVIDIA’s motion to stay the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s final disposition of the matter. NVIDIA filed a petition for a writ of certiorari on March 4, 2024. On June 17, 2024, the Supreme Court of the United States granted NVIDIA’s petition for a writ of certiorari. After briefing and argument, the Supreme Court dismissed NVIDIA’s writ of certiorari as improvidently granted on December 11, 2024, and issued judgment on January 13, 2025. On February 20, 2025, the Ninth Circuit’s judgment, entered August 25, 2023 and corrected August 28, 2023, took effect, and the case was remanded to the district court for further proceedings.

The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. The case has not yet been reopened by the court. The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including reforms and improvements to NVIDIA’s corporate governance and internal procedures.

The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-MN) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798-MN), were stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities

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Litigation action. On March 7, 2025, after the Supreme Court issued its judgment dismissing the Company’s petition for writ of certiorari as improvidently granted in the In Re NVIDIA Securities Litigation action, the district court adopted the parties' stipulation to extend the stay until the final and complete resolution of the In Re NVIDIA Corporation Securities Litigation action. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.

Another putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, captioned Horanic v. Huang, et al. (Case No. 2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and insider trading based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and reform of unspecified corporate governance measures. On August 11, 2025, the court granted the parties’ stipulation to voluntarily dismiss with prejudice plaintiff City of Westland Police and Fire Retirement System. This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities Litigation action.

Accounting for Loss Contingencies

As of January 25, 2026, there are no accrued contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while reasonably possible, are not probable. Further, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business, as well as regulatory and government inquiries and investigations, and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these matters will not have a material adverse effect on our operating results, liquidity or financial position. These matters are subject to inherent uncertainties and if the ultimate outcome is unfavorable, there exists the possibility of a material adverse impact on our operating results, liquidity or financial position in the period the outcome becomes estimable and probable.

Note 13 - Income Taxes

The FASB issued a new accounting standard which includes new and updated income tax disclosures, including disaggregation of information in the rate reconciliation and income taxes paid, which we adopted on a prospective basis for the year ending January 25, 2026.

The Income tax expense applicable to income before income taxes consists of the following:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(In millions)

Current income taxes:

Federal $ 19,039   $ 14,032   $ 5,710

State 1,218   892   335

Foreign 2,550   699   502

Total current 22,807   15,623   6,547

Deferred income taxes:

Federal ( 1,364 ) ( 4,515 ) ( 2,499 )

State ( 885 ) ( 242 ) ( 206 )

Foreign 825   280   216

Total deferred ( 1,424 ) ( 4,477 ) ( 2,489 )

Income tax expense $ 21,383   $ 11,146   $ 4,058

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Income before income tax consists of the following:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(In millions)

U.S. $ 123,181   $ 77,456   $ 29,495

Foreign 18,269   6,570   4,323

Income before income tax $ 141,450   $ 84,026   $ 33,818

The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21.0 % to income before income taxes for the fiscal year ended January 25, 2026 as follows:

Year Ended

Jan 25, 2026

(In millions, except percentages)

US Federal Statutory Tax Rate

$ 29,704   21.0   %

State and Local Income Taxes, Net of Federal Income Tax Effect (1) 258   0.2   %

Foreign tax effects

Israel

Reduced statutory tax rate on qualifying income

( 3,064 ) ( 2.2 ) %

Other

1,606   1.2   %

Other foreign jurisdictions

741   0.5   %

Effect of cross-border tax laws

Foreign-derived deduction eligible income ( 4,208 ) ( 3.0 ) %

Other

( 142 ) ( 0.1 ) %

Tax credits ( 1,933 ) ( 1.4 ) %

Nontaxable or nondeductible items

Stock-based compensation ( 1,475 ) ( 1.0 ) %

Other

29   —   %

Other (2)

( 133 ) ( 0.1 ) %

Income tax expense $ 21,383   15.1   %

(1) State taxes in California, Tennessee, Arizona, and Illinois made up the majority of the tax effect in fiscal year 2026.

(2) Includes the tax effects of enactment of new tax laws, change in valuation allowance, and change in unrecognized tax benefits.

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The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21% to income before income taxes for fiscal years ended January 26, 2025 and January 28, 2024 as follows:

Year Ended

Jan 26, 2025 Jan 28, 2024

(In millions, except percentages)

Tax expense computed at federal statutory rate $ 17,645   21.0   % $ 7,102   21.0   %

Expense (benefit) resulting from:

State income taxes, net of federal tax effect 554   0.7   % 120   0.4   %

Foreign-derived deduction eligible income ( 2,976 ) ( 3.5 ) % ( 1,408 ) ( 4.2 ) %

Stock-based compensation ( 2,097 ) ( 2.5 ) % ( 741 ) ( 2.2 ) %

U.S. federal research and development tax credit ( 990 ) ( 1.2 ) % ( 431 ) ( 1.3 ) %

Foreign tax rate differential ( 984 ) ( 1.2 ) % ( 467 ) ( 1.4 ) %

Other ( 6 ) —   % ( 117 ) ( 0.3 ) %

Income tax expense

$ 11,146   13.3   % $ 4,058   12.0   %

In July 2025, the OBBBA was enacted into law and contains several changes to key U.S. federal income tax laws. We have recognized the tax effects of currently effective OBBBA provisions in our results for fiscal year 2026.

The amount of cash paid for income taxes (net of refunds) for the fiscal year ended January 25, 2026 is as follows:

Year Ended

Jan 25, 2026

(In millions)

Federal

$ 16,755

State

California

1,049

Other

1,041

Foreign

Israel

1,287

Other

156

Total income taxes paid, net of refunds

$ 20,288

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The tax effect of temporary differences that gives rise to significant portions of the deferred tax assets and liabilities are presented below:

Jan 25, 2026 Jan 26, 2025

(In millions)

Deferred tax assets:

Capitalized research and development expenditure $ 5,436   $ 6,256

Net controlled foreign corporation tested income deferred tax assets

5,389   2,820

Accruals and reserves, not currently deductible for tax purposes 3,644   2,058

Research and other tax credit carryforwards 718   759

Operating lease liabilities 554   299

Net operating loss and capital loss carryforwards 443   456

Other deferred tax assets 679   566

Gross deferred tax assets 16,863   13,214

Less valuation allowance ( 768 ) ( 1,610 )

Total deferred tax assets 16,095   11,604

Deferred tax liabilities:

Equity investments ( 2,227 ) ( 264 )

Unremitted earnings of foreign subsidiaries ( 1,813 ) ( 891 )

Operating lease assets ( 533 ) ( 286 )

Acquired intangibles ( 38 ) ( 70 )

Gross deferred tax liabilities ( 4,611 ) ( 1,511 )

Net deferred tax asset (1) $ 11,484   $ 10,093

(1)    Net deferred tax asset includes long-term deferred tax assets of $ 13.3 billion and $ 11.0 billion and long-term deferred tax liabilities of $ 1.8 billion and $ 886 million for fiscal years 2026 and 2025, respectively. Long-term deferred tax liabilities are included in other long-term liabilities on our Consolidated Balance Sheets.

As of January 25, 2026, we intend to indefinitely reinvest approximately $ 1.4  billion of cumulative undistributed earnings held by certain subsidiaries. We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amount is not practicable.

As of January 25, 2026 and January 26, 2025, we had a valuation allowance of $ 768  million and $ 1.6  billion, respectively, related to capital loss carryforwards, and certain other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

As of January 25, 2026, based on recent jurisdictional taxable income and expected future earnings, we concluded certain state deferred tax assets are more likely than not realizable and released $ 711  million of valuation allowance.

As of January 25, 2026, we had U.S. federal, state and foreign net operating loss carryforwards of $ 747  million, $ 427  million and $ 503  million, respectively. The federal and state carryforwards will begin to expire in fiscal year 2027. The foreign net operating loss carryforwards may be carried forward indefinitely. As of January 25, 2026, we had federal research tax credit carryforwards of $ 56  million, before the impact of uncertain tax positions, that will begin to expire in fiscal year 2027. We have state research tax credit carryforwards of $ 1.4  billion, before the impact of uncertain tax positions, of which $ 1.3  billion is attributable to the State of California and may be carried over indefinitely and $ 132  million is attributable to various other states and will begin to expire in fiscal year 2028. As of January 25, 2026, we had federal capital loss carryforwards of $ 902  million that will begin to expire in fiscal year 2028.

Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other authoritative interpretations thereof, or other facts and circumstances. Utilization of tax attributes may also be subject to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state and foreign tax provisions. If any such limitations apply, the tax attributes may expire or be denied before utilization.

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A reconciliation of gross unrecognized tax benefits is as follows:

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(In millions)

Balance at beginning of period $ 2,861   $ 1,670   $ 1,238

Increases in tax positions for current year 1,959   1,268   616

Increases in tax positions for prior years 57   48   87

Lapse in statute of limitations ( 224 ) ( 27 ) ( 19 )

Decreases in tax positions for prior years ( 157 ) ( 88 ) ( 148 )

Settlements ( 76 ) ( 10 ) ( 104 )

Balance at end of period $ 4,420   $ 2,861   $ 1,670

Included in the balance of unrecognized tax benefits as of January 25, 2026 are $ 3.7  billion of tax benefits that would affect our effective tax rate if recognized.

We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate payment or receipt of cash for income taxes within one year. The amount is classified as a long-term liability, or long-term amount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a year.

We include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We recognized net interest and penalties related to unrecognized tax benefits in the income tax expense line of our consolidated statements of income of $ 103  million, $ 92  million, and $ 42  million during fiscal years 2026, 2025, and 2024, respectively. As of January 25, 2026 and January 26, 2025, we have accrued $ 374  million and $ 251  million, respectively, for the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross unrecognized tax benefits.

We are subject to examination by taxing authorities both in the United States and other countries. As of January 25, 2026, the significant tax jurisdictions that may be subject to examination include the United States for fiscal years after 2022, as well as Canada, China, Germany, Hong Kong, India, Israel, Italy, and Taiwan for fiscal years 2014 through 2025. As of January 25, 2026, the significant tax jurisdictions for which we are currently under examination include the United States, Germany, Hong Kong, India, Israel, and Taiwan for fiscal years 2014 through 2025.

Note 14 - Shareholders’ Equity

Capital Return Program

On August 26, 2025, our Board of Directors approved an additional $ 60.0  billion in share repurchase authorization, without expiration. In fiscal years 2026 and 2025, we repurchased 282 million and 310 million shares of our common stock for $ 40.4 billion and $ 34.0 billion, respectively. As of January 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $ 58.5 billion of our common stock.

From January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $ 1.5 billion pursuant to a pre-established trading plan.

In fiscal years 2026, 2025, and 2024, we paid cash dividends to our shareholders of $ 974  million, $ 834  million, and $ 395  million, respectively. The payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our shareholders.

Note 15 - Employee Retirement Plans

We provide tax-qualified defined contribution plans to eligible employees in the U.S. and certain other countries. Our contribution expense for fiscal years 2026, 2025, and 2024 was $ 442 million, $ 314 million, and $ 255 million, respectively.

Note 16 - Segment Information

Our Chief Executive Officer is our chief operating decision maker, or CODM, and reviews financial information presented on an operating segment basis for purposes of making decisions and assessing financial performance. Our CODM assesses operating performance of each segment based on regularly provided segment revenue and segment operating income. Operating results by segment include costs or expenses directly attributable to each segment, and costs or expenses that are leveraged across our unified architecture and therefore allocated between our two segments. Our

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CODM reviews expenses on a consolidated basis, and expenses attributable to each segment are not regularly provided to our CODM.

The Compute & Networking segment includes our Data Center accelerated computing and networking platforms and AI solutions and software, and Automotive platforms and autonomous and electric vehicle solutions including software.

The Graphics segment includes GeForce GPUs for gaming and PCs, and Quadro/NVIDIA RTX GPUs for enterprise workstation graphics.

Certain expenses are not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.

Our CODM does not review any information regarding total assets on a reportable segment basis. There are no intersegment transactions. The accounting policies for segment reporting are the same as for our consolidated financial statements. The table below presents details of our reportable segments.

Compute & Networking

Graphics Total

(In millions)

Year Ended Jan 25, 2026

Revenue $ 193,479   $ 22,459   $ 215,938

Other segment items (1) 63,338   13,303   76,641

Operating income

$ 130,141   $ 9,156   $ 139,297

Year Ended Jan 26, 2025

Revenue $ 116,193   $ 14,304   $ 130,497

Other segment items (1) 33,318   9,219   42,537

Operating income $ 82,875   $ 5,085   $ 87,960

Year Ended Jan 28, 2024

Revenue $ 47,405   $ 13,517   $ 60,922

Other segment items (1) 15,389   7,671   23,060

Operating income $ 32,016   $ 5,846   $ 37,862

(1) Other segment items primarily include product costs and inventory provisions, compensation and benefits excluding stock-based compensation expense, computing infrastructure expenses, and engineering development costs.

Depreciation and amortization expense attributable to our Compute & Networking segment for fiscal years 2026, 2025, and 2024 was $ 1.6 billion, $ 732 million, and $ 457 million, respectively. Depreciation and amortization expense attributable to our Graphics segment for fiscal years 2026, 2025, and 2024 was $ 590 million, $ 372 million, and $ 307 million, respectively. Acquisition-related intangible amortization expense is not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance.

77

Table of Contents

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(Continued)

A reconciliation of segment operating income to consolidated income before income tax for fiscal years 2026, 2025, and 2024 were as follows:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(In millions)

Segment operating income

$ 139,297   $ 87,960   $ 37,862

Stock-based compensation expense ( 6,386 ) ( 4,737 ) ( 3,549 )

Unallocated operating expenses

( 1,997 ) ( 1,171 ) ( 728 )

Acquisition-related and other costs ( 527 ) ( 599 ) ( 613 )

Interest income

2,300   1,786   866

Interest expense

( 259 ) ( 247 ) ( 257 )

Other income, net

9,022   1,034   237

Consolidated income before income tax

$ 141,450   $ 84,026   $ 33,818

Revenue by geographic area is based upon the location of the customers’ headquarters. The end customer and shipping location may be different from our customers' headquarters location.

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

Geographic Revenue based upon Customer Headquarters Location (1):

(In millions)

United States $ 149,617   $ 77,482   $ 31,533

Taiwan (2)

42,345   23,600   14,912

China (including Hong Kong) 19,677   25,048   12,330

Other

4,299   4,367   2,147

Total revenue $ 215,938   $ 130,497   $ 60,922

(1) In the third quarter of fiscal year 2026, we changed to revenue based upon the location of our customers’ headquarters as we believe it provides a better representation of the geographic profile of our revenue. Prior period information has been recast to reflect this change.

(2) In fiscal year 2026, we estimate 76 % of Data Center revenue from Taiwan-headquartered customers was attributed to end customers based in the United States and Europe.

Revenue from sales to customers headquartered outside of the United States accounted for 31 %, 41 %, and 48 % of total revenue for fiscal years 2026, 2025, and 2024, respectively. The increase in revenue to the United States for fiscal years 2026 and 2025 was primarily due to higher U.S.-based Compute & Networking segment demand.

We refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, CSPs, AI model makers, and system integrators. Certain direct customers may use either internal resources or third-party system integrators to complete their build. We refer to indirect customers as those who purchase products through our direct customers; indirect customers include CSPs, Neocloud builders, AI model makers, enterprises, and public sector entities. Our revenue is concentrated among a limited number of direct and indirect customers and this trend may continue.

Direct Customers – For fiscal year 2026, sales to one direct customer represented 22 % of total revenue and sales to another direct customer represented 14 % of total revenue, all of which were primarily attributable to the Compute & Networking segment.

For fiscal year 2025, sales to one direct customer represented 12 % of total revenue and sales to two direct customers each represented 11 % of total revenue, all of which were primarily attributable to the Compute & Networking segment.

For fiscal year 2024, sales to one direct customer represented 13 % of total revenue, and were primarily attributable to the Compute & Networking segment.

78

Table of Contents

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(Continued)

The following table summarizes revenue by specialized markets:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

Revenue by End Market:

(In millions)

Data Center $ 193,737   $ 115,186   $ 47,525

Compute 162,361   102,196   38,950

Networking 31,376   12,990   8,575

Gaming 16,042   11,350   10,447

Professional Visualization 3,191   1,878   1,553

Automotive 2,349   1,694   1,091

OEM and Other 619   389   306

Total revenue $ 215,938   $ 130,497   $ 60,922

The following table presents summarized information for long-lived assets by country. Long-lived assets consist of property and equipment and exclude other assets, operating lease assets, goodwill, and intangible assets.

Jan 25, 2026 Jan 26, 2025

Long-lived assets:

(In millions)

United States $ 5,125   $ 3,626

Taiwan 3,219   1,481

Israel 1,471   840

Other 568   336

Total long-lived assets $ 10,383   $ 6,283

Note 17 - Leases

Our lease obligations primarily consist of operating leases for our offices and data centers, with lease periods expiring between fiscal years 2027 and 2041.

Future minimum lease obligations under our non-cancelable lease agreements as of January 25, 2026 were as follows:

Operating Lease Obligations

(In millions)

Fiscal Year:

2027 $ 493

2028 485

2029 457

2030 381

2031 314

2032 and thereafter 1,494

Total 3,624

Less imputed interest 680

Present value of net future minimum lease payments 2,944

Less short-term operating lease liabilities 372

Long-term operating lease liabilities $ 2,572

Between fiscal years 2027 and 2030, we expect to commence leases with future obligations of $ 22.7 billion, primarily data center leases to support our research and development efforts, with lease terms of 1.8 to 20 years.

79

Table of Contents

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(Continued)

Operating lease costs for fiscal years 2026, 2025, and 2024 were $ 462 million, $ 356 million, and $ 269 million, respectively. Short-term and variable lease costs for fiscal years 2026, 2025, and 2024 were not significant.

Other information related to leases was as follows:

Year Ended

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

(In millions)

Supplemental cash flows information

Operating cash flow used for operating leases $ 428   $ 313   $ 286

Operating lease assets obtained in exchange for lease obligations $ 1,439   $ 877   $ 531

As of January 25, 2026, our operating leases have a weighted average remaining lease term of 8.8 years and a weighted average discount rate of 4.38 %. As of January 26, 2025, our operating leases had a weighted average remaining lease term of 6.5 years and a weighted average discount rate of 4.16 %.

80

NVIDIA Corporation and Subsidiaries

Schedule II – Valuation and Qualifying Accounts

Description Balance at

Beginning of Period Additions   Deductions   Balance at

End of Period

(In millions)

Fiscal year 2026

Allowance for doubtful accounts $ 4   $ —   (1) $ —   (1) $ 4

Sales return allowance $ 82   $ 188   (2) $ ( 100 ) (4) $ 170

Deferred tax valuation allowance $ 1,610   $ 31   (3) $ ( 873 ) (3) $ 768

Fiscal year 2025

Allowance for doubtful accounts $ 4   $ —   (1) $ —   (1) $ 4

Sales return allowance $ 109   $ 151   (2) $ ( 178 ) (4) $ 82

Deferred tax valuation allowance $ 1,552   $ 58   (3) $ —   (3) $ 1,610

Fiscal year 2024

Allowance for doubtful accounts $ 4   $ —   (1) $ —   (1) $ 4

Sales return allowance $ 26   $ 213   (2) $ ( 130 ) (4) $ 109

Deferred tax valuation allowance $ 1,484   $ 162   (3) $ ( 94 ) (3) $ 1,552

(1) Additions represent either expense or acquired balances and deductions represent write-offs.

(2) Additions represent estimated product returns charged as a reduction to revenue or an acquired balance.

(3) Additional valuation allowance on deferred tax assets not likely to be realized. Additions represent additional valuation allowance on certain state and other deferred tax assets. Deductions mainly represent the release of valuation allowance on certain state deferred tax assets. Refer to Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

(4) Represents sales returns.

81

Exhibit Index

Incorporated by Reference

Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date

3.1 Restated Certificate of Incorporation

10-K 3.1 3/18/2022

3.2 Amendment to Restated Certificate of Incorporation of NVIDIA Corporation

8-K 3.1 6/6/2022

3.3 Amendment to Restated Certificate of Incorporation of NVIDIA Corporation

8-K 3.1 6/7/2024

3.4 Bylaws of NVIDIA Corporation, Amended and Restated as of March 12, 2024

8-K 3.1 3/14/2024

4.1 Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4

4.2 Specimen Stock Certificate

S-1/A 4.2 4/24/1998

4.3 Indenture, dated as of September 16, 2016, by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee

8-K 4.1 9/16/2016

4.4 Officers’ Certificate, dated as of September 16, 2016

8-K 4.2 9/16/2016

4.5 Form of 2026 Note

8-K Annex B-1 to Exhibit 4.2 9/16/2016

4.6

Description of Securities

10-K 4.6 2/26/2025

4.7 Officers’ Certificate, dated as of March 31, 2020

8-K 4.2 3/31/2020

4.8 Form of 2030 Note

8-K Annex A-1 to Exhibit 4.2 3/31/2020

4.9 Form of 2040 Note

8-K Annex B-1 to Exhibit 4.2 3/31/2020

4.10 Form of 2050 Note

8-K Annex C-1 to Exhibit 4.2 3/31/2020

4.11 Form of 2060 Note

8-K Annex D-1 to Exhibit 4.2 3/31/2020

4.12 Officers' Certificate, dated as of June 16, 2021

8-K 4.2 6/16/2021

4.13

Form of 2028 Note

8-K Annex C-1 to Exhibit 4.2 6/16/2021

4.14

Form of 2031 Note

8-K Annex D-1 to Exhibit 4.2 6/16/2021

10.1 Form of Indemnity Agreement between NVIDIA Corporation and each of its directors and officers

8-K 10.1 3/7/2006

10.2+ Amended and Restated 2007 Equity Incentive Plan

10-Q 10.1 8/28/2024

10.3+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2016)

10-K 10.26 3/12/2015

10.4+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2016)

10-K 10.27 3/12/2015

10.5+ Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2019)

8-K 10.1 3/11/2019

10.6+

Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2021)

10-Q 10.2 5/26/2021

10.7+

Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2022)

10-K 10.16 3/18/2022

10.8+

Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2023)

10-K 10.14 2/24/2023

10.9+

Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2024) (version 1)

10-Q 10.2 5/29/2024

82

10.10+

Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2024)

10-Q 10.3 5/29/2024

10.11+

Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2024) (version 2)

10-Q 10.1 11/20/2024

10.12+

Amended and Restated 2007 Equity Incentive Plan - Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2025)

10-K 10.13 2/26/2025

10.13+

Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2025)

10-K 10.14 2/26/2025

10.14+

Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2025)

10-Q 10.1 8/27/2025

10.15+

Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2025)

10-Q 10.2 8/27/2025

10.16+

Amended and Restated 2012 Employee Stock Purchase Plan

10-K 10.15 2/26/2025

10.17+

Variable Compensation Plan - Fiscal Year 2025

8-K 10.1 3/14/2024

10.18+

Variable Compensation Plan - Fiscal Year 2026

8-K 10.1 3/7/2025

19.1* NVIDIA Corporation Insider Trading Policy

21.1* Subsidiaries of Registrant

23.1* Consent of PricewaterhouseCoopers LLP

24.1* Power of Attorney (included in signature page)

31.1* Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2* Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1#* Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

32.2#* Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

97.1+ Compensation Recovery Policy, as amended and restated November 30, 2023

10-K 97.1 2/21/2024

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* XBRL Taxonomy Extension Labels Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*    Filed herewith.

+  Management contract or compensatory plan or arrangement.

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

^ Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5).

Copies of above exhibits not contained herein are available to any shareholder upon written request to:

Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051

Item 16. Form 10-K Summary

Not Applicable.

83

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2026.

NVIDIA Corporation

By: /s/ Jen-Hsun Huang

Jen-Hsun Huang

President and Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Colette M. Kress, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

84

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ JEN-HSUN HUANG  President, Chief Executive Officer and Director

(Principal Executive Officer) February 25, 2026

Jen-Hsun Huang

/s/ COLETTE M. KRESS  Executive Vice President and Chief Financial Officer

(Principal Financial Officer) February 25, 2026

Colette M. Kress

/s/ DONALD ROBERTSON Vice President and Chief Accounting Officer

(Principal Accounting Officer) February 25, 2026

Donald Robertson

/s/ TENCH COXE

Director February 25, 2026

Tench Coxe

/s/ JOHN O. DABIRI Director February 25, 2026

John O. Dabiri

/s/ DAWN HUDSON Director February 25, 2026

Dawn Hudson

/s/ HARVEY C. JONES  Director February 25, 2026

Harvey C. Jones

/s/ MELISSA B. LORA Director February 25, 2026

Melissa B. Lora

/s/ STEPHEN C. NEAL Director February 25, 2026

Stephen C. Neal

/s/ A. BROOKE SEAWELL Director February 25, 2026

A. Brooke Seawell

/s/ AARTI SHAH Director February 25, 2026

Aarti Shah

/s/ MARK A. STEVENS Director February 25, 2026

Mark A. Stevens

85

打开原文

OCC有条件批准五项国家信托银行牌照申请

重要性未评级

发布时间早于日报 5 天摘要窗口。

标签

标的：`CRCL`来源：Office of the Comptroller of the Currency发布日期：2025-12-12重要性：未评级评级理由：发布时间早于日报 5 天摘要窗口。评级依据：stale原文字数：902

中文摘要

• OCC于2025年12月12日公开的是包括First National Digital Currency Bank在内的有条件批准。
• OCC说明申请方需满足资本、治理和风险管理等条件后方可开业。

英文原文

OCC Announces Conditional Approvals for Five National Trust Bank Charter Applications

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An official website of the United States government

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News Release 2025-125

|

December 12, 2025

OCC Announces Conditional Approvals for Five National Trust Bank Charter Applications

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WASHINGTON—The Office of the Comptroller of the Currency (OCC) today announced its conditional approval of five national trust bank charter applications. Subject to meeting the OCC’s conditions, these institutions will join approximately 60 other national trust banks currently supervised by the OCC.

In granting these conditional approvals, the OCC applied the same rigorous review and standards it applies to all charter applications. The OCC carefully reviewed each application, based on its individual merits, consistent with applicable statutory and regulatory factors.

“New entrants into the federal banking sector are good for consumers, the banking industry and the economy,” said Comptroller of the Currency Jonathan V. Gould. “They provide access to new products, services and sources of credit to consumers, and ensure a dynamic, competitive and diverse banking system. The OCC will continue to provide a path for both traditional and innovative approaches to financial services to ensure the federal banking system keeps pace with the evolution of finance and supports a modern economy.”

The OCC conditionally approved applications for de novo national trust bank charters for First National Digital Currency Bank and Ripple National Trust Bank.

The OCC also conditionally approved applications to convert from a state trust company to a national trust bank for BitGo Bank & Trust, National Association, Fidelity Digital Assets, National Association and Paxos Trust Company, National Association.

The federal banking system includes more than 1,000 national banks, federal savings associations, and federal branches of foreign banking organizations operating in the United States that range in size from 1,000 smaller community banks under $30 billion in assets focused on meeting local needs to the largest internationally active banks. These banking companies conduct a wide array of businesses that range from retail and wholesale banking activity to trust, credit card and other more narrowly focused services. The institutions that make up the federal banking system conduct approximately 67 percent of the banking activity in the United States, hold more than $17 trillion in assets combined and administer more than $85 trillion under their control.

Related Links

• OCC Decision to Conditionally Approve First National Digital Currency Bank, National Association (PDF)

• OCC Decision to Conditionally Approve Ripple National Trust Bank (PDF)

• OCC Decision to Conditionally Approve BitGo Bank & Trust, National Association (PDF)

• OCC Decision to Conditionally Approve Fidelity Digital Assets, National Association (PDF)

• OCC Decision to Conditionally Approve Paxos Trust Company, National Association (PDF)

Media Contact

Stephanie Collins

(202) 649-6870

Topic(s):

• Charters

• Charters & Licensing

• Conversions to Federal Charters

打开原文

应用数字暂无近期活动

重要性2/5 中低

与 APLD 直接相关，但只确认当前日程缺口，没有新的业绩或经营事实。

标签

标的：`APLD`来源：Applied Digital Investor Relations发布日期：未提供发布时间重要性：2/5 中低评级理由：与 APLD 直接相关，但只确认当前日程缺口，没有新的业绩或经营事实。评级依据：APLD直接相关, 网页抓取时间较近, 事实密度低, 无明确未来事件原文字数：54

中文摘要

核心结论

Applied Digital（应用数字，股票代码 APLD）的投资者关系日历显示，截至抓取时没有已安排的未来活动。页面仅列出 2026 财年第三季度业绩电话会为历史活动，未提供业绩材料、下一次财报日期或管理层指引。

重要性评级

评级：2/5（中低）

信息与 APLD 直接相关，但内容仅为日程状态，缺少新增公司事实和未来明确时间节点，适合用作信息缺口记录。

关键事实

• 页面“未来活动”栏目显示当前没有已安排活动。
• 唯一列出的历史活动为 2026 财年第三季度业绩电话会。
• 该电话会发生于美东时间 04/08 17:00（UTC+8 04/09 05:00）。
• 页面提供订阅未来活动和新闻稿通知的入口。
• 原文未列示下一次财报、投资者会议、演示材料、电话会实录或业绩数据。

作者观点与证据

该页面为公司投资者关系日历，没有作者分析或立场。证据仅是网站当前展示的活动条目，无法据此判断公司是否存在尚未发布的活动安排。

与相关标的的关系

APLD 直接相关：日历未给出可确认的近期投资者沟通节点，日报可据此标记公开日程信息不足。页面不包含经营、财务、项目进度或估值事实。

时效性与限制

页面未提供发布日期；抓取时间为美东时间 07/10 23:45（UTC+8 07/11 11:45）。网页状态可能随公司新增日程而变化，且“无未来活动”不等同于没有即将发生的公司事件。

后续跟踪

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• 新增新闻稿、演示材料和监管文件。
• 2026 财年第三季度电话会实录及后续业绩文件。

英文原文

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打开原文

美稀土披露技术诉讼风险

重要性3/5 中

SEC原始申报直接披露USAR与MP之间的诉讼及救济请求，事实密度和来源质量较高；但起诉日为05/22、文件署于06/22，缺少法院后续进展，适合作为中等优先级法律风险背景。

标签

标的：`USAR`来源：U.S. Securities and Exchange Commission发布日期：未提供发布时间重要性：3/5 中评级理由：SEC原始申报直接披露USAR与MP之间的诉讼及救济请求，事实密度和来源质量较高；但起诉日为05/22、文件署于06/22，缺少法院后续进展，适合作为中等优先级法律风险背景。评级依据：来源为监管申报原件, 直接涉及USAR与MP, 诉因及救济请求明确, 信息时点滞后, 缺少法院进展与证据材料原文字数：188063

中文摘要

核心结论

USA Rare Earth（美国稀土公司，代码USAR）在其S-4（证券注册声明表）修订文件中披露：MP Materials（美国稀土磁材公司，代码MP）及两家关联方已于05/22（未给出具体时刻）提起诉讼，指控USAR、其磁材运营总监Kevin Elkins及FOM Technologies侵占商业秘密等。原告寻求禁止继续使用相关技术的临时及永久禁令、未明确金额的赔偿和律师费；USAR称将积极抗辩。

重要性评级

评级：3/5（中）

该文件为美国证券交易委员会（SEC）监管申报原件，直接涉及USAR与MP两只相关标的，且列明诉因与请求救济。诉讼发生于05/22、文件署于06/22，未提供法院后续裁定或证据披露，时效性和可验证范围有限。

关键事实

• USAR于06/22（未给出具体时刻）提交S-4修订注册声明，文件同时涉及其收购Texas Mineral Resources（得州矿产资源公司，TMRC）的拟议交易。
• MP、MP Magnetics和MP Mine Operations于05/22（未给出具体时刻）起诉USAR、Kevin Elkins及FOM Technologies。
• 原告指控包括依据Texas Uniform Trade Secrets Act（得州统一商业秘密法）的商业秘密侵占、违约、侵权干预及不当得利。
• 原告请求临时和永久禁令，以阻止被指称的受保护技术被继续使用或持有，并寻求未明确金额的损害赔偿及律师费。
• USAR在申报文件中否认相关指控，并表示将积极抗辩；文件未披露法院是否已作出裁定。
• USAR与TMRC于03/04（未给出具体时刻）签署合并协议；交易完成后TMRC将成为USAR全资子公司，预计最晚于2026年第三季度完成，仍受条件满足或豁免约束。
• TMRC股东拟合计取得3,823,328股USAR普通股，对应每股TMRC股份的兑换比例取决于交割时完全摊薄后的TMRC流通股数。

作者观点与证据

文件没有给出独立评论，其法律立场来自USAR的监管披露：USAR否认指控并拟抗辩。诉讼主体、诉因和请求救济来自公司申报，属于一级披露；原文未附法院意见、证据材料、案件进度或潜在损失金额，无法据此判断指控成立概率或最终财务影响。

与相关标的的关系

• USAR：被诉公司，潜在影响包括禁令限制、诉讼费用、赔偿责任及磁材业务执行的不确定性；具体影响仍取决于法院程序和事实认定。
• MP：原告及USAR同业可比公司。该披露显示其主张相关技术受到保护，但不构成对MP业务或财务结果的直接更新。
• TMRC：拟并入USAR的交易对象；申报文件将诉讼与合并材料一并披露，原文未称该诉讼已改变合并条款或交割条件。

时效性与限制

文件署于06/22（未给出具体时刻），归档检索于美东时间 07/10 23:45（UTC+8 07/11 11:45）。可作为当日日报中的监管披露与法律风险背景引用，但距离起诉日已有约七周；应继续核对法院案卷、临时禁令申请进展及后续公司申报。原文提取仅供受保护的内部报告阅读，也限制了外部复核范围。

后续跟踪

• 法院是否受理并对临时禁令作出裁定。
• 各方是否提交答辩、证据材料、和解或撤诉文件。
• USAR后续定期报告对诉讼损失、业务影响或合并交割条件的更新。
• MP及USAR对涉案技术、磁材产能或客户安排的进一步公开披露。

英文原文

USA Rare Earth SEC filing disclosure concerning MP Materials litigation

As filed with the Securities and Exchange Commission on June 22 , 2026

File No. 333 - 295838

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

––––––––––––––––––––––––––––––––––––––––––––––––––

AMENDMENT NO. 1

TO

FORM S -4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

––––––––––––––––––––––––––––––––––––––––––––––––––

USA RARE EARTH, INC.

(Exact name of Registrant as specified in its charter)

––––––––––––––––––––––––––––––––––––––––––––––––––

Delaware

3490

98-1720278

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

100 W Airport Road,

Stillwater, OK 74075

(813) 867 -6155

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

––––––––––––––––––––––––––––––––––––––––––––––––––

Valerie Ford Jacob

Chief Legal Officer

100 W Airport Road,

Stillwater, OK 74075

(813) 867 -6155

(Name, address, including zip code, and telephone number, including area code, of agent for service)

––––––––––––––––––––––––––––––––––––––––––––––––––

With copies to:

Joel Rubinstein, Esq.

Gregory Pryor, Esq.

Joseph Rosati, Esq.

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Tel: (212) 819 -8200

Mitchell S. Nussbaum, Esq.

Holt Goddard, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

(212) 407 -4000

––––––––––––––––––––––––––––––––––––––––––––––––––

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ☐

If this form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b -2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non -accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exc hange Act Rule 13e -4 (i) (Cross -Border  Issuer Tender Offer)

☐

Exchange Act Rule 14d -1 (d) (Cross -Border  Third -Party  Tender Offer)

☐

THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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The information contained in this proxy statement / prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement / prospectus is not an offer to sell these securities, and is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation, or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION — DATED JUNE 22 , 2026

Texas Mineral Resources Corp.

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Texas Mineral Resources Corp.:

On March 4, 2026, Texas Mineral Resources Corp., a Delaware corporation (“ TMRC ”) entered into a definitive Agreement and Plan of Merger (the “ Merger Agreement ”) by and among USA Rare Earth, Inc. (“ USAR ”), TMRC, Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR (“ First Merger Sub ”) and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR (“ Second Merger Sub ” and together with First Merger Sub, the “ Merger Subs ”). The Merger Agreement provides for the successive mergers of TMRC with each of the Merger Subs, as a result of which TMRC’s business will be held by a wholly owned subsidiary of USAR, and each of the then outstanding shares of common stock, par value $0.01 per share, of TMRC (“ TMRC Shares ”) will generally be exchanged for a portion of a share of common stock, par value $0.0001 per share, of USAR (a “ USAR Share ”), as described below.

The Merger Agreement contemplates the following transactions:

•          the merger of First Merger Sub with and into TMRC, with TMRC surviving the merger as a wholly owned subsidiary of USAR (the “ First Merger ”) at the effective time of the First Merger (the “ Effective Time ”);

•          subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time, with holders of TMRC Shares who are otherwise entitled to a fractional USAR Share receiving cash in lieu of that fractional share, without interest; and

•          promptly following the Effective Time, the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR (the “ Second Merger ” and together with the First Merger, the “ Mergers ” and collectively with the other transactions contemplated by the Merger Agreement, the “ Transactions ”).

USAR’s common stock is listed on the Nasdaq Stock Market LLC (“ Nasdaq ”) under the symbol “USAR.” On June 18, 2026, the closing price of USAR’s common stock was $24.64 per share.

The parties expect to consummate the Mergers no later than the third calendar quarter of 2026, subject to the satisfaction or waiver of the conditions precedent to such closing.

The Mergers cannot be completed without approval of the proposal to adopt the Merger Agreement by the affirmative vote of holders of a majority of the outstanding TMRC Shares entitled to vote thereon. Because of this, TMRC is holding a special meeting of its stockholders on [      ], 2026 at 10:00 a.m. Eastern Time to vote on the proposal necessary to complete the Mergers. Information about the meeting, the Mergers, the Merger Agreement, and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. The TMRC Board has fixed the close of business on June 2, 2026 as the record date (the “ Record Date ”) for the determination of TMRC stockholders entitled to notice of, and to vote at, the special meeting. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of TMRC Shares.

The attached proxy statement/prospectus, which serves as the proxy statement for the special meeting, and the prospectus for the USAR Shares to be issued in the merger, includes detailed information about the special meeting and the Mergers, and a copy of the Merger Agreement. We urge you to read the accompanying proxy statement/prospectus (including the annexes hereto) and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “ Risk Factors ” section beginning on page 28.

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The TMRC Board has determined that the Merger Agreement and the Transactions are fair to and in the best interests of the TMRC and the TMRC stockholders, approved and declared advisable the Merger Agreement and the Transactions and directed that the Merger Agreement be submitted to the TMRC stockholders for consideration at a meeting of those stockholders, and recommends that TMRC stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement and the Transactions and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate.

Your vote is very important regardless of the number of TMRC Shares that you own.

Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

Thank you for your continued support.

Sincerely,

Daniel E. Gorski

Chief Executive Officer

Neither the SEC nor any state securities regulator has approved or disapproved the proposed mergers, including the issuance of USAR Shares to be issued in connection with the Mergers, or the other transactions described in this proxy statement/prospectus, or determined if the accompanying proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [      ], 2026, and is first being mailed to TMRC stockholders on or about [      ], 2026.

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TEXAS MINERAL RESOURCES CORP.

527 21 st Street, #44

Galveston, TX 77550

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on [      ] , 2026

To the Stockholders of Texas Mineral Resources Corp.:

We are pleased to invite you to attend the special meeting of stockholders of Texas Mineral Resources Corp., a Delaware corporation (“ TMRC ”), which will be held at 10:00 a.m., Eastern Time, on [      ], 2026 virtually via live webcast at www.virtualshareholdermeeting.com/TMRX2026SM , for the following purposes:

•          to vote on a proposal (the “ Merger Proposal ”) to adopt the Agreement and Plan of Merger dated March   4, 2026 (as it may be amended from time to time, the “ Merger Agreement ”) by and among USA Rare Earth, Inc. (“ USAR ”), TMRC, Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR (“ First Merger Sub ”) and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR (“ Second Merger Sub ” and together with First Merger Sub, the “ Merger Subs ”); and

•          to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement (the “ Adjournment Proposal ”).

The Merger Agreement is further described in the sections titled “The Merger” and “The Merger Agreement”, in the accompanying proxy statement/prospectus, and a copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus of which this notice is a part.

TMRC will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the TMRC Board of Directors (the “ TMRC Board ”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

TMRC fixed the close of business on June 2, 2026 as the record date (the “ Record Date ”) for the special meeting. Only TMRC stockholders of record at the Record Date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. TMRC has made a complete list of TMRC stockholders entitled to vote at the special meeting available for inspection at the office of its transfer agent, Securities Transfer Corporation, at 2901 N. Dallas Parkway, Suite 380, Plano, Texas, 75093 during regular business hours for a period of no less than 10 days before the special meeting. If you would like to inspect the list of TMRC stockholders of record, please call Securities Transfer Corporation at (469) 633 -0101 to schedule an appointment or request access. A certified list of eligible TMRC stockholders will be available for inspection during the special meeting on the website for that meeting, www.virtualshareholdermeeting.com/TMRX2026SM .

Completion of the Mergers is conditioned on adoption of the Merger Agreement by the TMRC stockholders, which requires the affirmative vote of holders of a majority of the outstanding shares of common stock, par value $0.01 per share, of TMRC (“ TMRC Shares ”) entitled to vote thereon.

The TMRC Board has determined that the Merger Agreement and the Transactions are fair to and in the best interests of TMRC and the TMRC stockholders, approved and declared advisable the Merger Agreement and the Transactions and directed that the Merger Agreement be submitted to the TMRC stockholders for consideration at a meeting of such stockholders and recommends that TMRC stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Your vote is very important regardless of the number of TMRC Shares that you own. If you plan to attend the special meeting virtually, please follow the instructions as outlined in the proxy statement / prospectus. Whether or not you expect to attend the special meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold

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your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll -free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self -addressed , stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs if you decide not to or become unable to attend the meeting. Any eligible holder of TMRC Shares may vote virtually at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the Mergers and the Merger Agreement and the other matters to be considered at the special meeting. We urge you to carefully read the proxy statement/prospectus (including the annexes hereto) and any documents incorporated by reference herein in their entirety. In particular, we urge you to carefully read the section entitled “ Risk Factors ” beginning on page 28.

This proxy statement / prospectus relates only to the special meeting in connection with the Mergers. We will separately be holding an annual meeting of stockholders, which is unrelated to the proposed merger.

If you have any questions concerning the Mergers or this proxy statement/prospectus, would like additional copies or need help voting your TMRC Shares, please contact TMRC’s proxy solicitor at the address below.

D.F. King & Co., Inc.

28 Liberty Street, FL 53

New York, NY 10005

Toll -Free : (866) 796 -7184

Banks and brokers may call collect: 212 -561-5183

Email: TMRC@dfking.com

By Order of the TMRC Board of Directors,

Daniel E. Gorski

Chief Executive Officer

[      ], 2026

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ABOUT THIS PROXY STATEMENT / PROSPECTUS

This document, which forms part of a registration statement on Form S -4  filed with the U.S. Securities and Exchange Commission (the “ SEC ”) by USAR, constitutes a prospectus of USAR under Section 5 of the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the USAR Shares to be issued to TMRC’s stockholders if the Mergers described herein are consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), with respect to the special meeting of TMRC’s stockholders at which TMRC’s stockholders will be asked to consider and vote upon a proposal to approve the Mergers, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to TMRC’s stockholders nor the issuance by USAR of USAR Shares in connection with the Mergers will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities or the solicitation of a proxy or consent in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about USAR from documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents related to USAR that are incorporated by reference in this proxy statement/prospectus, other than certain exhibits to the documents, without charge, by requesting them from USAR in writing or by telephone as follows:

USA Rare Earth, Inc.

100 W. Airport Road

Stillwater, OK 74075

(813) 867 -6155

In addition, if you would like additional copies of this proxy statement/prospectus or if you have questions about the Mergers or the proposals to be presented at the special meeting, please contact the proxy solicitor listed below. You will not be charged for any of these documents that you request.

If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent at:

D.F. King & Co., Inc.

28 Liberty Street, FL 53

New York, NY 10005

Toll -Free : (866) 796 -7184

Banks and brokers may call collect: 212 -561-5183

Email: TMRC@dfking.com

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on [      ] , 2026, you must request the information or documents by [      ] , 2026.

For a more detailed description of the information incorporated by reference in this proxy statement / prospectus and how you may obtain it, see the section captioned “ Where You Can Find More Information ” beginning on page 145 of this proxy statement / prospectus.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the SEC’s website at www.sec.gov.

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TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING

vi

SUMMARY

1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

24

RISK FACTORS

28

THE TMRC SPECIAL MEETING

52

THE MERGER PROPOSAL

57

THE MERGER AGREEMENT

83

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE MERGERS

103

BUSINESS OF TMRC

108

TMRC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

122

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF USAR

128

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF TMRC

130

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

131

DESCRIPTION OF CAPITAL STOCK OF USAR

132

COMPARISON OF RIGHTS OF USAR STOCKHOLDERS AND TMRC STOCKHOLDERS

137

OTHER PROPOSED ACTION

143

STOCKHOLDER PROPOSALS AND SUBMISSIONS

143

LEGAL MATTERS

144

EXPERTS

144

WHERE YOU CAN FIND MORE INFORMATION

145

INDEX TO FINANCIAL STATEMENTS

F-1

ANNEX A — AGREEMENT AND PLAN OF MERGER

A-1

ANNEX B — OPINION OF ROTH CAPITAL PARTNERS, LLC

B-1

ANNEX C — SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

C-1

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

II-1

i

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GLOSSARY OF TERMS

“ Adjournment Proposal ” means the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement, as further described in this proxy statement/prospectus.

“ Alteration ” means any physical or chemical change in a rock or mineral subsequent to its formation.

“ AMP ” means USAR’s Accelerated Mining Plan for the development of the Round Top Project.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Company ” means Texas Mineral Resources Corp.

“ Concession ” means a grant of a tract of land made by a government or other controlling authority in return for stipulated services or a promise that the land will be used for a specific purpose.

“ Core ” means the long cylindrical piece of a rock, about an inch in diameter, brought to the surface by diamond drilling.

“ D&O insurance ” means directors’ and officers’ liability insurance, as further described in this proxy statement/prospectus.

“ DGCL ” means the General Corporation Law of the State of Delaware, as amended.

“ Diamond drilling ” means a drilling method in which the cutting is done by abrasion using diamonds embedded in a matrix rather than by percussion. The drill cuts a core of rock, which is recovered in long cylindrical sections.

“ Drift ” means a horizontal underground opening that follows along the length of a vein or rock formation as opposed to a cross -cut which crosses the rock formation.

“ Effective Time ” means the effective time of the First Merger.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

“ Exploration ” means work involved in searching for ore, usually by drilling or driving a drift.

“ Exploration expenditures ” means costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects that may contain mineral deposit reserves.

“ First Merger ” means the merger of First Merger Sub with and into TMRC, with TMRC surviving as a wholly owned subsidiary of USAR.

“ First Merger Sub ” means Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR.

“ Geophysics ” means exploration techniques employing such indirect methods as gravity and electro -magnetism .

“ GLO ” means Texas General Land Office.

“ Grade ” means the average assay of a ton of ore, reflecting metal content.

“ HREE ” means heavy rare earth element(s).

“ Intrusive ” means a body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

“ IRS ” means the U.S. Internal Revenue Service.

“ Lode ” means a mineral deposit in solid rock.

“ Loeb ” means Loeb & Loeb LLP, outside counsel to TMRC in connection with the Transactions.

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“ LOI ” means the letter of intent delivered by White & Case on behalf of USAR to TMRC and Loeb on February 3, 2026, as further described in this proxy statement/prospectus.

“ Merger Agreement ” means the Agreement and Plan of Merger, dated March 4, 2026, by and among USAR, TMRC, First Merger Sub and Second Merger Sub, as it may be amended from time to time.

“ Merger Consideration ” means the 3,823,328 USAR Shares issuable to TMRC stockholders at the closing of the First Merger in exchange for their TMRC Shares pursuant to the Merger Agreement, based on the exchange ratio set forth therein.

“ Merger Proposal ” means the proposal to adopt the Merger Agreement, as further described in this proxy statement/prospectus.

“ Merger Subs ” means First Merger Sub and Second Merger Sub, collectively.

“ Mergers ” means the First Merger and the Second Merger, collectively.

“ Mine development ” means the work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.

“ Mineral ” means a naturally occurring homogeneous substance having definite physical properties and chemical composition, and if formed under favorable conditions, a definite crystal forms.

“ Mineral Reserve ” means that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves are customarily stated in terms of “Ore” when dealing with metalliferous minerals.

“ Mineralization ” means the presence of minerals in a specific area or geological formation.

“ Operating Agreement ” means the RTMD amended and restated limited liability company agreement, dated June 26, 2023, by and between USAR OpCo and TMRC, as it may be amended from time to time.

“ Ore ” means the naturally occurring material from which a mineral or minerals of economic value can be extracted profitably or to satisfy social or political objectives. The term is generally but not always used to refer to metalliferous material, and is often modified by the names of the valuable constituent; e.g., iron ore.

“ Ore body ” means a continuous, well -defined mass of material of sufficient ore content to make extraction economically feasible.

“ Ore Shoot ” means a zone or area within a vein that contains ore of economic grade.

“ PEA ” means preliminary economic assessment.

“ Probable (Indicated) Reserves ” means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

“ Prospect ” means a mining property, the value of which has not been determined by exploration.

“ Proven (Measured) Reserves ” means reserves for which (i) (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes and (b) grade and/or quality are computed from the results of detailed sampling and (ii) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well -established .

“ Record Date ” means the close of business on the date fixed by the TMRC Board for the determination of TMRC stockholders entitled to notice of, and to vote at, the special meeting.

“ REE ” means rare earth element(s).

“ REO ” means rare earth oxide(s).

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“ Requisite TMRC Vote ” means the affirmative vote of the holders of a majority of all outstanding TMRC Shares entitled to vote thereon, which is required to adopt the Merger Agreement.

“ Roth ” means Roth Capital Partners, LLC, the financial advisor retained by the TMRC Board in connection with the Transactions.

“ Roth Fairness Opinion ” means the written fairness opinion of Roth, dated March 3, 2026, delivered to the TMRC Board as to the fairness, from a financial point of view, of the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement.

“ Round Top Project ” means the Round Top Project that is owned by RTMD and includes the following that were assigned by the Company to RTMD in May 2021:

•          two leases with the GLO, executed in September 2011 and November 2011, that each expire in 2030, to explore and develop a 950 acre rare earths project located in Hudspeth County, Texas;

•          the 54,990 acre surface lease, known as the West Lease, that provides unrestricted surface access for the potential development and mining of the Round Top Project;

•          an option to purchase from the GLO the surface rights covering approximately 5,670 acres of which 950 acres are authorized for mining and the remaining 4,720 acres are contemplated for future use as mine processing land (e.g., for use to assist in mine development, as leach fields, and/or as plant site); and

•          a ground water lease securing the right to develop the ground -water within an 8,828 -acre lease area located approximately 4 miles from Round Top mountain, containing five existing water wells.

“ RTMD ” means Round Top Mountain Development, LLC, a Delaware limited liability company, which is the entity that owns the Round Top Project.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Second Merger ” means the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving as a wholly owned subsidiary of USAR.

“ Second Merger Sub ” means Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Series A Preferred Stock Certificate of Designation ” means the Certificate of Designations of Preferences, Rights and Limitations of 12% Series A Cumulative Convertible Preferred Stock of USAR, as amended.

“ TMRC ” means Texas Mineral Resources Corp., a Delaware corporation.

“ TMRC Board ” means the board of directors of TMRC.

“ TMRC Bylaws ” means the Bylaws of TMRC, dated August 29, 2012, as amended.

“ TMRC Charter ” means TMRC’s Certificate of Incorporation, dated August 29, 2012, as amended.

“ TMRC Shares ” means shares of common stock, par value $0.01 per share, of TMRC.

“ Tonne ” means a metric ton which is equivalent to 2,200 pounds.

“ Transactions ” means the Mergers and the other transactions contemplated by the Merger Agreement, collectively.

“ Trend ” means a general term for the direction or bearing of the outcrop of a geological feature of any dimension, such as a layer, vein, ore body, or fold.

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“ Unpatented mining claim ” means a parcel of property located on federal lands pursuant to the General Mining Law and the requirements of the state in which the unpatented claim is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode -mining claim is granted certain rights including the right to explore and mine such claim.

“ USAR ” means USA Rare Earth, Inc., a Delaware corporation.

“ USAR Board ” means the board of directors of USAR.

“ USAR Bylaws ” means the bylaws of USAR, as amended.

“ USAR Charter ” means USAR’s certificate of incorporation, as amended.

“ USAR OpCo ” means USA Rare Earth, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR.

“ USAR Preferred Investor Warrants ” means the preferred investor warrants described in the section of this proxy statement/prospectus entitled “ Description of Capital Stock of USAR — Preferred Investor Warrants .”

“ USAR Series A Preferred Stock ” means the 12% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of USAR.

“ USAR Share ” means a share of common stock, par value $0.0001 per share, of USAR.

“ Valuation Date ” means March 3, 2026, the date to which projected future cash flows were discounted in connection with the discounted cash flow analysis performed by Roth.

“ Voting Agreement ” means each voting and support agreement entered into by TMRC and USAR with each member of the TMRC Board and each of TMRC’s executive officers in connection with the execution of the Merger Agreement.

“ WACC ” means weighted average cost of capital.

“ White & Case ” means White & Case LLP, outside counsel to USAR in connection with the Transactions.

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QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the Mergers and the special meeting of TMRC stockholders (the “special meeting”). They may not include all of the information that is important to TMRC stockholders. TMRC stockholders should carefully read this entire proxy statement / prospectus (including the annexes hereto) and the other documents referred to or incorporated by reference in this proxy statement / prospectus. See “Where You Can Find More Information” beginning on page 145 of this proxy statement / prospectus.

Q: What are the Mergers?

On March 4, 2026, Texas Mineral Resources Corp., a Delaware corporation (“ TMRC ”) entered into a definitive Agreement and Plan of Merger (the “ Merger Agreement ”) by and among USA Rare Earth, Inc. (“ USAR ”), TMRC, Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR (“ First Merger Sub ”) and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR (“ Second Merger Sub ” and together with First Merger Sub, the “ Merger Subs ”). The Merger Agreement provides for the successive mergers of TMRC with each of the Merger Subs, as a result of which TMRC’s business will be held by a wholly owned subsidiary of USAR, and each of the then outstanding shares of common stock, par value $0.01 per share, of TMRC (“ TMRC Shares ”) will generally be exchanged for a portion of a share of common stock, par value $0.0001 per share, of USAR (a “ USAR Share ”), as described below.

The Merger Agreement contemplates the following transactions:

•          the merger of First Merger Sub with and into TMRC, with TMRC surviving the merger as a wholly owned subsidiary of USAR (the “ First Merger ”) at the effective time of the First Merger (the “ Effective Time ”);

•          subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time, with holders of TMRC Shares who are otherwise entitled to a fractional USAR Share receiving cash in lieu of that fractional share; and

•          promptly following the Effective Time, the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR (the “ Second Merger ” and together with the First Merger, the “ Mergers ”).

A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. The Merger Agreement contains the terms and conditions of the proposed acquisition of TMRC by USAR, which is subject to satisfaction (or, to the extent permitted by law and in accordance with the Merger Agreement, waiver) of the conditions to the Mergers set forth in the Merger Agreement and described in this proxy statement/prospectus.

As a result of the Mergers, TMRC will become a direct, wholly owned subsidiary of USAR and will no longer be a publicly held company. Following the Mergers, the TMRC Shares will no longer trade on the OTC and will be deregistered under the Exchange Act, after which TMRC will no longer be required under SEC rules and regulations to file periodic reports with the SEC.

Q: Why am I receiving these materials?

TMRC is sending these materials to TMRC stockholders to help them decide how to vote their TMRC Shares with respect to the Mergers and other matters to be considered at the special meeting.

TMRC is holding a special meeting of its stockholders to vote on the proposal to adopt the Merger Agreement and other related proposals. Information about the special meeting, the Mergers and the other business to be considered by TMRC stockholders at the special meeting is contained in this proxy statement/prospectus. The Mergers cannot be completed unless TMRC stockholders adopt the Merger Agreement with the affirmative vote of the holders of a majority of the outstanding TMRC Shares entitled to vote thereon.

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This proxy statement/prospectus constitutes both a prospectus of USAR and a proxy statement of TMRC. It is a prospectus because USAR will issue USAR Shares in exchange for outstanding TMRC Shares in the Mergers. It is a proxy statement because the board of directors of TMRC (the “ TMRC Board ”) is soliciting proxies from its stockholders.

Q: What will TMRC stockholders receive in the Mergers?

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time. Holders of TMRC Shares who are otherwise entitled to a fractional USAR Share will receive cash in lieu of such fractional share, without interest.

Q: What equity stake will TMRC stockholders hold in USAR immediately following the Mergers?

Upon the completion of the Mergers, USAR will issue 3,823,328 USAR Shares as the Merger Consideration, which will result in former TMRC stockholders holding approximately 1.5% of the outstanding fully diluted USAR Shares following closing of the Mergers, based on the number of outstanding USAR Shares (including outstanding stock -based awards of USAR, conversion of outstanding shares of USAR Series A Preferred Stock and exercise of outstanding USAR Preferred Investor Warrants) as of June 9, 2026.

Q: When do TMRC and USAR expect to complete the Mergers?

USAR and TMRC are working to complete the Mergers as soon as practicable and continue to anticipate obtaining all requisite stockholder and regulatory approvals by the third quarter of 2026. Neither USAR nor TMRC can predict the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control. See “ The Merger Agreement — Conditions to Completion of the Mergers ”.

Q: Is USAR’s obligation to complete the Mergers subject to USAR receiving financing?

No.      USAR’s obligations under the Merger Agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the Mergers.

Q: May I seek statutory appraisal rights or dissenter rights with respect to my TMRC Shares?

If the Merger is completed, TMRC stockholders who do not vote “FOR” the Merger Proposal are entitled to appraisal rights under Section 262 of the DGCL, provided that they comply with the conditions established therein. For additional information, see the provisions of Section 262 of the DGCL, attached hereto as Annex C, and the section of this proxy statement/prospectus titled “ The Merger Proposal — Appraisal and Dissenters’ Rights .”

Q: What happens if the Mergers are not completed?

If the Merger Agreement is not adopted by TMRC stockholders or if the Mergers are not completed for any other reason, TMRC stockholders will not receive any consideration for their TMRC Shares. Instead, TMRC will remain an independent company, TMRC Shares will continue to be traded on OTC and to be registered under the Exchange Act and TMRC will continue to file periodic reports with the SEC. The Merger Agreement provides that a termination fee equal to $3,250,000 will be payable by TMRC to USAR under certain specified circumstances, including a termination by USAR in the event of an adverse recommendation change by the TMRC Board. See “ The Merger Agreement — Termination of the Merger Agreement ”.

Q: Who can vote at the special meeting?

TMRC stockholders of record at the close of business on June 2, 2026 (which we refer to as the “ Record Date ”) will be entitled to vote at the special meeting. Each TMRC Share will be entitled to one vote on all matters properly brought before the special meeting. As of the Record Date, there were 88,339,693 TMRC Shares outstanding and entitled to vote at the special meeting. There are no other voting securities of TMRC outstanding.

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Q: What am I being asked to vote on, and why is this approval necessary?

TMRC stockholders are being asked to vote on the following proposals:

1.        a proposal to adopt the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “The Mergers” and “The Merger Agreement” (the “ Merger Proposal ”); and

2.        a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement (the “ Adjournment Proposal ”).

Q: What vote is required to approve each proposal at the special meeting?

The Merger Proposal:      The affirmative vote of holders of a majority of the outstanding TMRC Shares entitled to vote thereon is required to approve the Merger Proposal (the “ TMRC Stockholder Approval ”).

The Adjournment Proposal:      The affirmative vote of the holders of a majority of the TMRC Shares present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the Adjournment Proposal. If TMRC stockholders approve the Adjournment Proposal, subject to the terms of the Merger Agreement, TMRC could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from TMRC stockholders who have previously voted. TMRC does not intend to call a vote on the Adjournment Proposal if the Merger Proposal is approved at the special meeting. The completion of the Mergers is not conditioned on the approval of the Adjournment Proposal.

Q: What constitutes a quorum?

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding TMRC Shares entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non -votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. TMRC’s Bylaws provide that if a quorum fails to attend any meeting, the chairperson of the meeting and the stockholders entitled to vote thereat, present in person or by proxy, shall each have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, TMRC will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

Q: How does the TMRC Board recommend that I vote?

The TMRC Board recommends that TMRC stockholders vote “ FOR ” the Merger Proposal and “ FOR ” the Adjournment Proposal.

Q: What do I need to do now?

After carefully reading and considering the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

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Please do not submit your TMRC stock certificates or other evidence of ownership at this time. If the First Merger is completed, you will receive instructions for surrendering your TMRC stock certificates in exchange for USAR Shares from the exchange agent.

Please carefully consider the information contained in this proxy statement / prospectus (including the annexes hereto) and the information incorporated by reference herein. Whether or not you plan to attend the special meeting, TMRC encourages you to submit your proxy to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Q: How can I attend the special meeting?

TMRC stockholders as of the close of business on the Record Date may attend and vote virtually at the special meeting by logging in at www.virtualshareholdermeeting.com/TMRX2026SM . To log in, TMRC stockholders (or their authorized representatives) will need the 16 -digit control number provided on their proxy card or voting instruction form.

Q: How do I vote?

If you were the record holder of your shares as of the Record Date, you may submit your proxy to vote by mail, by telephone or via the internet.

Voting via the Internet

•          Internet — To submit your proxy via the internet, go to www.proxyvote.com . Have your proxy card in hand when you access the website and follow the instructions to vote your shares. You must log in using the 16 -digit control number located in the black rectangle next to an arrow on your Proxy Ballot Card or Voting Instruction Form. Access the proxy voting link to cast your vote. If you vote via the internet, you must do so no later than 11:59 p.m. Eastern Time on [              ], 2026.

Voting by phone

•          Telephone — To submit your proxy by telephone, call 1 -800-690-6903 . Have your proxy card in hand when you call and then follow the instructions to vote your shares. If you vote by telephone, you must do so no later than 11:59 p.m. Eastern Time on [              ], 2026.

Voting by Mail

As an alternative to submitting your proxy via the internet, you may submit your proxy by mail.

•          Mail — To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage -paid envelope. If you vote by mail, your proxy card must be received no later than 6:00 p.m. Eastern Time on [              ], 2026.

If your shares are held in “street name” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. Please follow the voting instructions provided by your broker, bank or other nominee.

The special meeting will begin promptly on [               ], 2026 at 10:00 a.m. Eastern Time. TMRC encourages its stockholders to access the meeting 15 minutes prior to the start time leaving ample time for check -in . Please follow the instructions as outlined in this proxy statement/prospectus.

If you decide to attend the special meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted. Even if you plan to attend the special meeting, TMRC recommends that you vote your shares in advance as described above so that your vote will be counted even if you later decide not to or become unable to attend the special meeting.

Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

The special meeting of TMRC stockholders will be held virtually via live webcast at www.virtualshareholdermeeting.com/TMRX2026SM , on [            ], 2026 at 10:00 a.m. Eastern Time. Online access will begin at 9:45 a.m. Eastern Time, and TMRC encourages its stockholders to access the meeting 15 minutes prior

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to the start time. Even if you plan to attend the special meeting, TMRC recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your TMRC Shares are registered directly in your name with the transfer agent of TMRC, Securities Transfer Corporation, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to TMRC or to a third party to vote at the special meeting. If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and your broker, bank or other nominee is considered the stockholder of record with respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instruction forms for you to use in directing the broker, bank or other nominee in how to vote your shares. You should follow the instructions provided by them to vote your shares.

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction form directly to TMRC. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use.

Applicable stock exchange rules permit brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Those rules do not, however, allow brokers to vote their customers’ stock held in street name on non -routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non -votes . The Merger Proposal and the Adjournment Proposal are non -routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers. You must provide voting instructions to your broker for your shares to be voted.

If you are a TMRC “street name” stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

•          your broker, bank or other nominee may not vote your shares on the Merger Proposal, which broker non -votes will have the same effect as votes cast “AGAINST” this proposal; and

•          your broker, bank or other nominee may not vote your shares on the Adjournment Proposal, which broker non -votes will have no effect on the vote for this proposal (assuming a quorum is present).

Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger Proposal:      An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the Merger Proposal.

Adjournment Proposal:      An abstention will have the same effect as a vote cast “AGAINST” the Adjournment Proposal. If a TMRC stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the Adjournment Proposal (assuming a quorum is present).

Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the TMRC Shares represented by your proxy will be voted as recommended by the TMRC Board with respect to that proposal.

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Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes.      If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of four ways:

1.        submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on [              ], 2026;

2.        signing and returning a new proxy card with a later date;

3.        voting virtually at the special meeting; or

4.        delivering, before 6:00 p.m. Eastern Time on [              ], 2026, to TMRC’s Corporate Secretary at TMRC’s executive offices at 527 21 st Street, #44, Galveston, TX 77550, written revocation of your most recent proxy.

If you are a street name stockholder and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax considerations of the Mergers?

Subject to the limitations and qualifications described in “ Certain Material U.S. Federal Income Tax Considerations of the Mergers ,” the Mergers, taken together, more likely than not qualify as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”). However, there are significant factual and legal uncertainties as to whether the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. Although we expect that requirement to be satisfied in the case of the Mergers, there is an absence of direct guidance on whether and under which circumstances the acquired corporation is treated as having conducted a historic business for purposes of satisfying that requirement in a case in which the acquired corporation, rather than conducting such a historic business directly, holds an interest in a partnership that is engaged in such a business, as is the case with respect to TMRC’s ownership of its interest in Round Top Mountain Development, LLC (“ Round Top ”), an entity classified as a partnership for U.S. federal income tax purposes. Provided the Mergers so qualify, a U.S. Holder (as defined in “ Certain Material U.S. Federal Income Tax Considerations ”) of TMRC Shares that exchanges its TMRC Shares for USAR Shares in the Mergers generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of TMRC Shares for USAR Shares. If the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the TMRC stockholders generally are expected to recognize taxable gain or loss with respect to such exchange. USAR and TMRC have not sought, and will not seek, any ruling from the IRS regarding any matters related to the transactions, and as a result, there can be no assurance that the IRS would not assert that the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or that a court would not sustain such a position.

For a more complete discussion of certain material U.S. federal income tax considerations of the Mergers, see “ Certain Material U.S. Federal Income Tax Considerations of the Mergers .”

Q: What happens if I sell my TMRC Shares after the Record Date but before the special meeting?

The Record Date (the close of business on June 2, 2026) is earlier than the date of the special meeting and earlier than the date that the First Merger is expected to be completed. If you sell or otherwise transfer your TMRC Shares after the Record Date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive any Merger Consideration in respect of such transferred shares to be received by TMRC stockholders in the Mergers. In order to receive your pro rata portion of the Merger Consideration, you must hold your shares through completion of the First Merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the Merger Proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “ Risk Factors ” beginning on page 28. You also should read and carefully consider the risk factors of USAR contained in the documents included as annexes to this proxy statement/prospectus and incorporated by reference herein.

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Q: What should I do if I receive more than one set of voting materials?

If you hold TMRC Shares in “street name” and also directly as a record holder or otherwise or if you hold TMRC Shares in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your TMRC Shares are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

Q: Who will tabulate and certify the vote?

Representatives of Broadridge Investor Communication Solutions will tabulate the votes cast at the special meeting, and representatives of Broadridge Investor Communication Solutions will act as the Inspector of Election.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, TMRC intends to file the final voting results with the SEC on a Current Report on Form 8 -K .

Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for TMRC, at:

D.F. King & Co., Inc.

28 Liberty Street, FL 53

New York, NY 10005

Toll -Free : (866) 796 -7184

Banks and brokers may call collect: 212 -561-5183

Email: TMRC@dfking.com

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SUMMARY

This summary highlights selected information from this document and may not contain all of the information that is important to you. You should carefully read this entire document and all other documents to which this document refers to fully understand the Mergers and the related transactions. See “Where You Can Find More Information”.

Information About the Companies

USAR

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, France and Brazil. Through its ownership of Less Common Metals Ltd., one of the world’s leading producers of rare earth metals and alloys, its magnet manufacturing capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil (subject to closing the Serra Verde Transaction (as defined below)) and the Round Top deposit in Texas, USAR operates across the entire value chain from mining to metal -making , alloy production and neodymium magnet manufacturing. USAR is establishing a secure, Western -aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors.

On April 19, 2026, USAR entered into a definitive agreement to acquire 100% of Serra Verde Group (“ Serra Verde ”) in exchange for $300 million in cash and 126,849,307 newly issued USAR Shares (the “ Serra Verde Transaction ”). Serra Verde is the owner of the Pela Ema rare earth mine and processing plant in Goiás, Brazil. The Pela Ema mine is the only producer outside Asia capable of supplying all four magnetic rare earth elements at scale — neodymium, praseodymium, dysprosium and terbium — together with other vital rare earth elements such as yttrium. USAR expects the Serra Verde Transaction to close in the third calendar quarter of 2026. The Serra Verde Transaction is independent of the Transactions between USAR and TMRC, and neither the Closing of the Transactions nor the closing of the Serra Verde Transaction is conditioned upon the other. You can find more information on Serra Verde and the Serra Verde Transaction, by reading the filings that USAR has made with the SEC, as described under “ Where You Can Find More Information .”

USAR is organized in the state of Delaware, its principal office is located at 100 W Airport Road, Stillwater, Oklahoma 74075, and its telephone number is (813) 867 -6155 .

TMRC

Texas Mineral Resources Corp., a Delaware corporation (OTC: TMRC) is engaged in the business of owning, acquiring, exploring and developing mineral properties.

TMRC’s principal office is located at 527 21 st Street, #44, Galveston, Texas 77550, and its telephone number is (361) 790 -5831 .

You can find more information about TMRC in the sections of this proxy statement/prospectus entitled “ Business of TMRC ” and “ TMRC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” and in TMRC’s Annual Report on Form 10 -K for the fiscal year ended August 31, 2025 and its subsequently filed Quarterly Reports on Form 10 -Q , each of which has been filed with the SEC.

The Mergers

The Merger Agreement contemplates the following transactions:

•          the merger of First Merger Sub with and into TMRC, with TMRC surviving the merger as a wholly owned subsidiary of USAR at the Effective Time;

•          subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the

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quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time, with holders of TMRC Shares who are otherwise entitled to a fractional USAR Share receiving cash in lieu of that fractional share, without interest; and

•          promptly following the Effective Time, the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR.

A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. The Merger Agreement contains the terms and conditions of the proposed acquisition of TMRC by USAR. The Merger Agreement is subject to satisfaction (or, to the extent permitted by law and in accordance with the Merger Agreement, waiver) of the conditions to the Mergers set forth in the Merger Agreement and described in this proxy statement/prospectus.

As a result of the Mergers, TMRC will become a direct, wholly owned subsidiary of USAR and will no longer be a publicly held company. Following the Mergers, the TMRC Shares will no longer trade on the OTC and will be deregistered under the Exchange Act, after which TMRC will no longer be required under SEC rules and regulations to file periodic reports with the SEC.

Consideration to be paid in the Mergers

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time. Holders of TMRC Shares who are otherwise entitled to a fractional USAR Share will receive cash in lieu of such fractional share, without interest.

USAR’s Reasons for the Mergers

USAR believes that the Mergers will advance its strategic objective of building a globally integrated, non -China critical minerals and technology platform. In particular, USAR’s board of directors (the “ USAR Board ”) considered the following factors, among others, in approving the Merger Agreement:

•          The Round Top Project is an important part of USAR’s fully integrated rare earth and permanent magnet value chain across the United States, United Kingdom, France and Brazil, encompassing mining to metal -making , alloy production and neodymium magnet manufacturing, as part of USAR’s strategy of establishing a secure, Western -aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors. The Mergers will enable USAR to acquire TMRC’s approximately 18.7% minority interest in RTMD, thereby establishing USAR as the sole operator and 100% economic beneficiary of the Round Top Project.

•          In addition, by eliminating the outstanding minority interest, the Mergers simplify governance, unify strategic decision -making , and align capital planning and execution under a single operator which the USAR Board views as essential to support the efficient transition from development to commercial production under USAR’s Accelerated Mining Plan (the “ AMP ”).

•          The Mergers will also secure for USAR the rights under existing long -term leases covering approximately 950 acres at the Round Top Project, together with prospecting rights on an additional 9,345 acres.

The USAR Board did not consider it practicable to and did not attempt to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The USAR Board viewed its position as being based on all the information and factors presented to and considered by it. In addition, individual directors may have given different weights to different information and factors.

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TMRC’s Reasons for the Mergers

The TMRC Board, at a meeting held on March 3, 2026, (a) determined that it is fair to and in the best interests of TMRC and its stockholders, and declared it advisable, to enter into the Merger Agreement, (b) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement by TMRC and the consummation by TMRC of the transactions contemplated thereby (the “ Transactions ”), including the Mergers, (c) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to submit the Merger Agreement to TMRC’s stockholders for consideration at a meeting of TMRC’s stockholders and (d) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to recommend that the holders of TMRC Shares adopt the Merger Agreement.

In reaching its determinations and recommendations, the TMRC Board consulted with company management and financial and legal advisors and considered a range of factors and scenarios, including the non -exhaustive list of factors, described below, which are not presented in any relative order of importance and each of which the TMRC Board viewed as being supportive of its determination.

•          The Mergers enable TMRC stockholders to avoid the dilution that would likely result from TMRC’s inability to fund its portion of anticipated RTMD capital calls for 2026 of as much as $50 million, which could reduce TMRC’s economic interest in RTMD to as little as 3%.

•          TMRC stockholders will receive fully registered USAR Shares in the Mergers. USAR has a much larger market capitalization and greater trading liquidity than that of TMRC. TMRC stockholders, therefore, will benefit from an enhanced ability to achieve liquidity based on USAR’s daily trading volumes in the twelve months preceding the announcement of the Transactions.

•          The Merger Agreement provides for a fixed number of USAR Shares to be issued in exchange for TMRC Shares. The Merger Consideration will not fluctuate as a result of possible changes in the market prices of TMRC Shares and USAR Shares following the announcement of the Transactions, providing protection against potential downside movement in the trading price of TMRC Shares in light of the volatility of securities trading markets and commodities prices.

•          The Mergers enable TMRC stockholders to fully participate in the value and opportunities that are expected to result from the Mergers, including equity participation in a combined business with three worldwide asset portfolios: the Round Top project, the metal -making subsidiary and the magnet manufacturing facilities, which offer significantly expanded future growth potential as compared to TMRC’s minority interest in RTMD on a standalone basis.

•          The combined company resulting from the Mergers will be better positioned to invest in RTMD as a result of its market capitalization and strong balance sheet, which may be further strengthened by a potential U.S. government investment in USAR and a collaboration with the U.S. Department of Energy. The announced letter of intent covered a total investment of $1.6 billion. Consequently, TMRC stockholders will have a greater ability to reap the benefits of their investment in the Round Top project than they would have had through a potentially diluted investment in RTMD.

•          The TMRC Board also considered the following risks inherent in maintaining the assets within the current, or a somewhat larger, standalone exploration and production company, and determined that the Transactions eliminated, or significantly reduced, key risks including:

•          concentration risk associated with having virtually 100% of TMRC assets tied up in RTMD;

•          the risks related to the ongoing trend of investors seeking to allocate capital to listed companies and the largest and most financially stable and critical mineral producers, which has contributed to reduced valuations for small and micro -cap companies that trade on the OTC; and

•          financial and operating risks associated with growing pressure to diversify away from solely critical minerals.

•          The TMRC Board’s detailed consideration of the opportunities and risks of various potential strategic alternatives to the Mergers available to TMRC, including (i) other potentially available strategic transactions such as an acquisition of TMRC by another industry participant large enough to execute an

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acquisition of TMRC or the acquisition of TMRC’s minority interest in RTMD (taking into account that USA Rare Earth, LLC (“ USAR OpCo ”) holds a right of first refusal pursuant to the RTMD amended and restated limited liability company agreement dated June   26, 2023 (the “ Operating Agreement ”)), and (ii) continuing as a stand -alone publicly traded company, and the TMRC Board’s determination that none of the possible alternatives to the Mergers was reasonably likely to present superior opportunities for TMRC to create greater value for TMRC stockholders, taking into account execution risks as well as business, financial, industry and competitive factors. In reaching such an assessment, the TMRC Board considered that no strategic alternatives emerged from its prior solicitation process in 2025, pursuant to which Roth Capital Partners, LLC reached out to three potential counterparties, which included a wide range of industry participants with market capitalizations lower than and in excess of that of USAR, on behalf of TMRC to gauge their interest in a potential transaction, all of which declined to enter into serious discussions with respect to a transaction.

•          USAR’s larger, diversified asset portfolio provides a unique opportunity for TMRC stockholders to gain equity participation in a more diversified asset base and would de -risk the TMRC stockholders’ existing concentrated exposure in RTMD.

•          USAR’s strong balance sheet has a greater ability to fund major projects at RTMD while maximizing cash returns and invest across the critical mineral value chain, optimize capital allocation across its diversified asset portfolio, explore other critical mineral opportunities, and invest in technological innovation to enhance future opportunities than TMRC has on a standalone basis.

•          USAR’s strong management team and the USAR Board will position the combined company for sustained growth and drive long -term shareholder value.

•          The complementary nature, quality and scale of assets of USAR and TMRC, including TMRC’s assets in RTMD, are complementary to those of USAR and would allow the combined company to engage in capital -efficient development. These synergies are expected to benefit TMRC stockholders by: (i) enhancing the combined company’s position globally, (ii) optimizing the combined company’s development plans to deliver greater economic efficiencies, and (iii) supporting further growth opportunities globally.

•          The combined company will have a more diversified asset portfolio and improved ability to withstand commodity supply and demand and price volatility.

•          USAR and TMRC share similar philosophies in regard to the significance of developing an end -to -end mine -to -magnet strategy.

•          The TMRC Board reviewed and considered the terms of the Merger Agreement, taken as a whole, including:

•          the representations, warranties and covenants of the parties;

•          the restrictions imposed on TMRC’s business and operations during the pendency of the Mergers are reasonable and customary for transactions like the Mergers and not unduly burdensome;

•          the lack of any financing condition or any condition based upon receiving USAR stockholder approval, which increases the likelihood that the Mergers will be completed in a timely manner;

•          that the limitations contained in the Merger Agreement on TMRC’s ability to solicit alternative proposals from third parties or respond to unsolicited acquisition proposals would not prevent or preclude any third party from making a competing proposal, subject to the terms and conditions provided in the Merger Agreement;

•          that notwithstanding the limitations contained in the Merger Agreement on TMRC’s ability to solicit alternative proposals from third parties and terminate the Merger Agreement, the Merger Agreement allows TMRC in certain circumstances before (but not after) the adoption of the Merger Agreement by the requisite holders of TMRC Shares, to engage in discussions with third parties regarding any unsolicited acquisition proposal for TMRC that constitutes or would reasonably be expected to result in a superior proposal;

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•          the ability of the TMRC Board under certain circumstances to change, withdraw or modify the recommendation that TMRC’s stockholders vote in favor of the adoption of the Merger Agreement if the TMRC Board has determined in good faith, after consultation with its legal advisors, that failing to make a change in its recommendation would be reasonably likely to be inconsistent with the TMRC Board’s fiduciary duties;

•          the provisions of the Merger Agreement that restrict TMRC’s ability to solicit possibly superior transactions and that require payment by TMRC of a $3,250,000 termination fee under the Merger Agreement in specified circumstances are reasonable in light of the circumstances and the overall terms of the Merger Agreement, consistent with fees in comparable transactions, and would not significantly discourage alternative acquisition proposals that constitute superior proposals from credible third parties willing and able to make such proposals; and

•          that there are limited circumstances in which USAR may terminate the Merger Agreement.

•          On March 3, 2026, Roth presented the TMRC Board with its financial analysis of the Mergers followed by its oral opinion, confirmed by delivery of a written opinion dated March 3, 2026, to the effect that, based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be received by the holders of TMRC Shares pursuant to the Merger Agreement was fair from a financial point of view. For a more detailed description of the opinion of Roth, see the section entitled “ Opinion of TMRC’s Financial Advisor ” on page 6.

•          The likelihood that the Mergers would be consummated based on, among other things, the likelihood and anticipated timing of consummating the Mergers in light of the limited scope of the conditions to closing, including the lack of a requirement for the USAR stockholders to approve the merger and lack of required regulatory approval closing conditions.

•          TMRC’s stockholders’ ability to exercise their statutory appraisal rights under Section 262 of the DGCL and receive payment of the “fair value” of their respective TMRC Shares in lieu of their pro rata portion of the Merger Consideration, subject to and in accordance with the DGCL, unless and until any such stockholder withdraws or loses such holder’s right to appraisal and payment under the DGCL.

•          The Mergers are intended, for U.S. federal income tax purposes, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

In the course of its deliberations, the TMRC Board also considered a variety of risks and other potentially negative factors, including the following:

•          The TMRC Board considered that because the Merger Consideration is based on a fixed number of shares, TMRC stockholders will bear the risk of a decrease in the trading price of USAR Shares during the pendency of the Mergers and the Merger Agreement does not provide TMRC with a collar or a value -based termination right.

•          The risks and contingencies relating to the announcement and pendency of the Mergers, including the potential for diversion of management and employee attention and the potential effect of the combination on the businesses of both companies and the restrictions on the conduct of TMRC’s business during the period between the execution of the Merger Agreement and the completion of the Mergers.

•          The TMRC Board considered that TMRC would be required to pay to USAR a termination fee of $3,250,000 in the event the Merger Agreement were to be terminated by USAR in certain circumstances, including in connection with a change in the TMRC Board’s recommendation to its stockholders with respect to adoption of the Merger Agreement and the possibility that such termination fee could deter a potential acquirer from proposing an alternative transaction that would provide greater value to TMRC stockholders.

•          The TMRC Board considered that the Merger Agreement required TMRC to terminate all discussions with potential alternative transaction counterparties while noting that TMRC would only have the right to respond to alternative proposals that the TMRC Board determines in good faith constitute or would reasonably be expected to result in a superior proposal and in accordance with the applicable terms of the Merger Agreement.

•          The TMRC Board considered that, based on the implied value of the Merger Consideration as of March 4, 202 6, TMRC stockholders would own less than 2% of USAR after the Mergers.

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•          The TMRC Board considered risks of the type and nature described under the sections entitled “ Cautionary Note Regarding Forward -Looking Statements ” and “ Risk Factors ” in addition to the following risks:

•          the risk that the Mergers will not be completed, or may not be completed on the anticipated timeline, due to the failure to satisfy one or more of the conditions to closing or for other reasons outside of TMRC’s control, and that if the Mergers are not completed, TMRC stockholders would not receive the Merger Consideration and TMRC would remain subject to the risks and uncertainties of operating as a standalone company;

•          the fact that TMRC has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed Transactions, regardless of whether the Mergers are consummated;

•          the potential for litigation by stockholders in connection with the Mergers, which, even where lacking in merit, could nonetheless result in distraction and expense;

•          the provisions of the Merger Agreement that impose certain restrictions on the operations of TMRC until implementation of the Mergers, which could delay or prevent TMRC from undertaking business opportunities that may arise and could have a negative impact on TMRC’s ability to maintain its existing business and employee relationships; and

•          the public announcement of the Mergers could adversely affect TMRC’s relationships with its employees, business partners, and other stakeholders, and could result in the diversion of management attention and resources away from day -to -day operations during the pendency of the Mergers.

In addition, the TMRC Board was aware of and considered that TMRC directors and executive officers may have interests in the Mergers that may be different from, or in addition to, their interests as stockholders of TMRC generally.

The foregoing discussion of factors considered by the TMRC Board is not intended to be exhaustive, but it includes material factors considered by the TMRC Board. In light of the variety of factors considered in connection with its evaluation of the Mergers, the TMRC Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the TMRC Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The TMRC Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The TMRC Board based its recommendation on the entirety of the information presented. The TMRC Board believed that, overall, the potential benefits of the Mergers to TMRC stockholders outweighed the potential risks and uncertainties of the Mergers.

Recommendation of the TMRC Board

The TMRC Board recommends that you vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. For the factors considered by the TMRC Board in reaching this decision and additional information on the recommendation of the TMRC Board, see the section entitled “ The Merger — TMRC’s Board’s Recommendation and Its Reasons for the Mergers. ”

Opinion of TMRC’s Financial Advisor

Pursuant to an engagement letter dated February 8, 2026, the TMRC Board retained Roth Capital Partners, LLC (“ Roth ”) to render its opinion to the TMRC Board as to whether the Merger Consideration to be received by the stockholders of TMRC in connection with the Transactions pursuant to the Merger Agreement, was fair from a financial point of view.

On March 3, 2026, Roth rendered its opinion to the TMRC Board, which opinion was initially rendered orally and subsequently confirmed in writing, that, as of the date of such opinion, and based upon the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review set forth in Roth’s written opinion, dated March 3, 2026 (the “ Roth Fairness Opinion ”), the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement, was fair from a financial point of view.

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In the Roth Fairness Opinion, Roth noted that the Merger Agreement provided that each TMRC Share issued and outstanding prior to the Effective Time (other than any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will be converted into the right to receive a pro rata portion of the 3,823,328 USAR Shares issuable to the TMRC stockholders as the Merger Consideration, based on the exchange ratio set forth in the Merger Agreement.

The full text of the Roth Fairness Opinion, which sets forth the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by Roth in rendering such opinion, is attached to this proxy statement/prospectus as Annex B and is incorporated by reference in its entirety to this proxy statement/prospectus. The Roth Fairness Opinion was prepared for the information and use of the TMRC Board (in its capacity as such) in connection with its consideration of the Transaction. The Roth Fairness Opinion was not intended to be used for any other purpose without Roth’s prior written approval in each instance, except as expressly provided for in the Roth Fairness Opinion. Roth has consented to the use of the Roth Fairness Opinion in this proxy statement/prospectus.

The Roth Fairness Opinion did not address TMRC’s underlying business decision to enter into the Merger Agreement or complete the Transaction, or the relative merits of the Transaction, as compared to any alternative transactions that were or may be available to TMRC, and does not constitute a recommendation to the TMRC Board or to any stockholder of TMRC as to how such stockholder should vote with respect to the Transaction or any other matter. The following summary of the Roth Fairness Opinion is qualified in its entirety by reference to the full text of such opinion.

For purposes of the Roth Fairness Opinion and in connection with Roth’s review, Roth, among other things:

•          reviewed a draft of the Merger Agreement;

•          reviewed certain publicly available information relating to USAR, including: (i) reported prices and trading activity for the USAR Shares; (ii) USAR’s Annual Report on Form 10 -K for the fiscal year ended December   31, 2024, and its subsequently filed Quarterly Reports on Form 10 -Q ; and (iii) equity research analyst estimates and target price ranges relating to USAR’s business, earnings, cash flow, assets, liabilities and prospects;

•          performed a discounted cash flow analysis of USAR based on publicly available equity research analyst forecasts and certain other assumptions, as directed by TMRC’s management;

•          conducted discussions with members of the senior management of TMRC concerning the business, operations, financial condition and prospects of TMRC and its proportionate interest in the assets, liabilities, and operations of RTMD;

•          reviewed certain publicly available information relating to TMRC, including: (i) reported prices and trading activity for the TMRC Shares; (ii) TMRC’s Annual Report on Form 10 -K for the fiscal year ended August   31, 2025, and its subsequently filed Quarterly Reports on Form 10 -Q ; and (iii) the 2019 Preliminary Economic Assessment of the Round Top Project, Sierra Blanca, Texas, commissioned by the Round Top Project (the “ Preliminary Economic Assessment ”);

•          reviewed financial projections and forecasts prepared by the management of TMRC relating to the future performance of TMRC and the Round Top Project, including TMRC’s expected future ownership stake therein, and performed a discounted cash flow analysis based on such projections and forecasts;

•          reviewed and analyzed certain publicly available financial and other information of selected publicly traded companies that Roth deemed relevant and compared such information to that of USAR and TMRC;

•          participated in discussions with representatives of the TMRC Board and its legal advisors regarding TMRC’s business, the Round Top Project, and certain other matters that Roth deemed relevant for purposes of rendering its opinion; and

•          performed such other analyses, including detailed financial analyses, and considered such other factors as Roth deemed appropriate for the purpose of reviewing the proposed Transaction and rendering its opinion.

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In rendering its opinion, Roth assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Roth by or through the TMRC Board. Roth further relied upon the assurances of the management of TMRC that such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in any material respect.

With respect to financial projections of TMRC, Roth was advised by the management of TMRC, and has assumed that such projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of TMRC for the future financial performance of TMRC. Roth does not express any view as to the assumptions on which such projections are based or the assumed probabilities associated with future events contemplated thereby.

In rendering its opinion, Roth was not provided with, and did not rely upon, any non -public financial projections or internal forecasts of USAR, including its interest in the Round Top Project, and Roth’s analyses of USAR and its interest in the Round Top Project were based solely upon publicly available information, including publicly filed reports and publicly available equity research analyst estimates.

Roth assumed that the final executed Merger Agreement would not differ in any material respect from the draft Merger Agreement reviewed by Roth and that the Transaction would be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions. Roth also assumed that, in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the proposed Transaction, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on TMRC or the contemplated benefits expected to be derived from the proposed Transaction.

Roth is not a legal, tax, accounting or regulatory advisor, and expressed no opinion as to legal, tax, accounting or regulatory matters. Roth relied upon, without independent verification, the assessment of TMRC and its legal, tax, accounting and regulatory advisors with respect to legal, tax, accounting and regulatory matters. Accordingly, the Roth Fairness Opinion does not address any legal, tax, accounting or regulatory matters, as to which Roth understood that TMRC had obtained such advice as it deemed necessary from qualified professionals.

Roth did not perform any independent valuations or appraisals of any of the assets or liabilities (fixed, contingent or other) of TMRC or USAR, and has not been furnished or provided with any such appraisals or valuations. Roth did not undertake any independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which TMRC, USAR, or any of their respective affiliates is a party or may be subject, did not make any assumptions concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.

Roth assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by or through the TMRC Board with respect to the Round Top Project, including the information set forth in the Preliminary Economic Assessment. Roth did not conduct any independent technical or geological audit of the Round Top Project, and expressed no view on the technical feasibility thereof.

The Roth Fairness Opinion was necessarily based on the economic, monetary, market, financial and other conditions as they existed and could have been evaluated as of the date of the Roth Fairness Opinion. Events occurring after the date of the Roth Fairness Opinion could materially affect the assumptions used in preparing the Roth Fairness Opinion. Roth does not have any obligation or responsibility to update, reaffirm or revise the Roth Fairness Opinion or otherwise comment upon any circumstances, developments or events occurring after the date of the Roth Fairness Opinion.

Roth is a nationally recognized investment banking firm that provides financial advisory services and is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, private placements, secondary distributions of listed and unlisted securities, and valuations for corporate, estate and other purposes. Roth was selected by TMRC based on Roth’s experience, expertise, reputation and familiarity with TMRC. The TMRC Board did not impose any limitations on Roth with respect to the investigations made or procedures followed in rendering its opinion. The Roth Fairness Opinion was approved by an authorized internal fairness committee at Roth in accordance with its customary practice.

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The Roth Fairness Opinion was limited to and addressed only the fairness of the consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement to the extent expressly set forth in the Roth Fairness Opinion. Roth was not asked to, nor did Roth offer any opinion on, and the Roth Fairness Opinion did not address, any other aspect or implication of the Merger Agreement or any agreement, arrangement or understanding entered into in connection with the Merger Agreement or otherwise, including, without limitation, the basic business decision to proceed with or effect the Transaction, the independent fair value of TMRC, or the fairness of the amount or nature of any compensation to any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, relative to the consideration in the Merger Agreement. Further, Roth expressed no opinion on the relative merits of the Merger Agreement as compared to any alternative business strategies that might exist for TMRC, the underlying business decision of the Company to proceed with the Merger Agreement, or the effects of any other transaction in which TMRC might engage. In addition, the Roth Fairness Opinion did not address the solvency or viability of TMRC or USAR before or after the consummation of the Transaction.

In connection with its engagement by the TMRC Board, Roth agreed to receive a fee of $350,000 upon the delivery of the Roth Fairness Opinion, which is payable in cash. This fee was determined by Roth and proposed to the TMRC Board. In addition, Roth is entitled to receive an advisory fee for its services as financial advisor to TMRC in connection with the Transaction in an amount equal to 0.75% of the aggregate consideration paid to or received by the stockholders of TMRC in connection with the Transaction, contingent upon the completion of the Transaction. Such advisory fee will be paid in cash at the time of, and as a condition to, the closing of the Transaction. The advisory fee is independent of any consideration for issuance of the Roth Fairness Opinion. TMRC has agreed to indemnify Roth against certain liabilities. Roth will also be reimbursed for certain expenses in connection with its services up to a limit of $35,000 for all expenses, which limit may be modified with the consent of TMRC.

Roth is a full -service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, Roth and its affiliates may acquire, hold or sell, for Roth’s or its affiliates’ own accounts and for the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of TMRC and the other parties to the Transaction, and, accordingly, may at any time hold a long or a short position in such securities. Except as described above or as set forth below, Roth has not had a material relationship with, nor has it otherwise received any fees from TMRC, USAR or any other party to the Transaction during the two years preceding the date hereof. During the two years preceding the date hereof, Roth has had certain investment banking relationships with USAR. In April 2025, Roth was engaged by USAR to act as a co -placement agent in connection with a private placement of its securities, which offering generated gross proceeds to USAR of approximately $75 million, and for which Roth received aggregate compensation of approximately $450,000 in connection with such engagement.

Summary of Material Financial Analyses

The following is a summary of material financial analyses prepared, or reviewed, by Roth and discussed with the TMRC Board in connection with the rendering of the Roth Fairness Opinion:

•          discounted cash flow analysis with respect to USAR performed by Roth;

•          selected publicly traded comparable companies analysis with respect to USAR and the Round Top Project, performed by Roth; and

•          net asset valuation analysis with respect to the Round Top Project and TMRC’s ownership interest therein, performed by Roth.

The order in which the analyses are listed above and described below does not represent the relative importance or weight given to the analyses by Roth. Some of the summaries of financial analyses include information presented in tabular format. In order to fully understand such analyses, the tables must be read together with the text of the related summary. The tables alone do not constitute a complete description of Roth’s analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 3, 2026, and is not necessarily indicative of current market conditions.

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Discounted Cash Flow Analysis

The discounted cash flow analysis is a “forward looking” methodology and is based on projected future cash flows to be generated by USAR which are then discounted back to March 3, 2026 (the “ Valuation Date ”). This methodology has three primary components: (i) the present value of projected standalone unlevered, after -tax free cash flows for a determined period, (ii) the present value of the terminal value of cash flows (representing firm value beyond the time horizon on the projection), and (iii) the weighted average cost of capital (“ WACC ”) used to discount such future cash flows and terminal value back to the present.

For purposes of the discounted cash flow analysis, Roth utilized publicly filed reports and publicly available equity research analyst forecasts and certain other assumptions, as directed by TMRC’s management, to calculate USAR’s projected standalone unlevered, after -tax free cash flows for the calendar years ending December 31, 2025 through December 31, 2030.

In performing its discounted cash flow analysis, Roth calculated ranges of the estimated present values of the unlevered, after -tax free cash flows of USAR forecasted to generate for 2025 to 2030 by applying discount rates, as of the Valuation Date, ranging from 13.8% to 17.8%, reflecting Roth’s estimates of USAR’s WACC, as further described below.

The WACC was calculated using a cost of equity of 16.1% and a cost of debt of 7.2%. Roth further calculated terminal values by applying EBITDA exit multiples ranging from 11.7x to 15.7x to USAR’s terminal year 2030 EBITDA of $966 million.

The WACC was calculated by adding (i) the estimated market value of equity as a percentage of the total market value of USAR’s capital multiplied by USAR’s estimated cost of equity, and (ii) the estimated market value of debt as a percentage of the total market value of USAR’s capital multiplied by USAR’s estimated after -tax market cost of debt. The estimated market value of USAR’s debt and equity were calculated using the average debt to equity ratios of the comparable publicly traded companies. The estimated cost of equity was calculated using the capital asset pricing model, which took into account the betas of comparable publicly traded companies, the risk -free rate, a historical equity market risk premium and a historical small capitalization risk premium, which risk premiums were sourced from the 2024 Kroll Cost of Capital Module. The estimated cost of debt was based on publicly available data as of the Valuation Date.

Selected Public Companies Analysis

Roth analyzed publicly available financial and stock market data for (i) eight selected publicly traded companies operating in the lithium and industrial mineral and hard rock rare mining industry with market capitalizations ranging from $62 million to $13.5 billion as of the Valuation Date for USAR (collectively, the “ USAR selected companies ”), and (ii) five selected publicly traded companies that have majority ownership in hard rock rare mineral mining projects with market capitalizations ranging from $80 million to $13.5 billion as of the Valuation Date for the Round Top Project (collectively, the “ Round Top Project selected companies ”).

Selected Public Companies Analysis for USAR

Roth selected the following publicly traded companies as the USAR selected companies that it considered generally relevant for the analysis for USAR:

•          Lynas Rare Earths Limited

•          MP Materials Corp.

•          Liontown Limited

•          Critical Metals Corp.

•          Dateline Resources Limited

•          Arafura Rare Earths Limited

•          Australian Strategic Materials Ltd

•          Resolution Minerals Ltd

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Roth reviewed various financial metrics of the USAR selected companies, including enterprise values, which were calculated as fully diluted equity values based on the closing stock prices on the Valuation Date, plus, if applicable for each company, total debt (excluding leases), preferred equity, and non -controlling interests minus cash and cash equivalents.

These enterprise values were analyzed as multiples of estimated revenue and EBITDA for calendar year 2027. The financial data for the USAR selected companies was sourced from publicly available data obtained from public filings with the SEC and other data sources, and subject to the following:

•          Based on Roth’s judgment and experience, the analysis excludes the highest and lowest 25% of revenue multiples for the eight USAR selected companies. After excluding these data points, the overall low to high calendar year 2027 estimated revenue multiples observed for the USAR selected companies were 5.1x to 9.8x (with an overall median of 7.0x). Roth applied the above selected ranges for projected calendar year 2027 to corresponding data of USAR.

•          Based on Roth’s judgment and experience, the analysis uses the median EBITDA multiple from the eight USAR selected companies as the midpoint, developing a range by subtracting and adding 2x to establish the low and high ends. After applying these data points, the overall low to high calendar year 2027 estimated EBITDA multiples observed for the USAR selected companies were 11.7x to 15.7x (with an overall median of 13.7x). Roth applied the above selected ranges for projected calendar year 2027 to corresponding data of USAR.

This analysis resulted in the reference ranges of implied value per USAR Share set forth below:

Multiples

Implied Value Per Share

Low

High

Low

High

EV/CY 2027P Revenue (1)

5.1x

9.8x

$

14.95

$

20.89

EV/CY 2027P EBITDA

11.7x

15.7x

$

30.15

$

43.61

____________

(1)        “EV” refers to enterprise value and “CY” refers to calendar year.

Selected Public Companies Analysis for the Round Top Project and Net Asset Value for TMRC

Roth selected the following publicly traded companies as the Round Top Project selected companies that it considered generally relevant for the analysis for the Round Top Project:

•          Lynas Rare Earths Limited — Mt Weld

•          MP Materials Corp. — Mountain Pass

•          Arafura Rare Earths Limited — Nolans

•          Rare Element Resources — Bear Lodge

•          VHM Limited — Goschen

•          Defense Metals Corp. — Wicheeda

Roth reviewed various financial metrics of the Round Top Project selected companies, including enterprise values, which were calculated as fully diluted equity values based on the closing stock prices on the Valuation Date, plus, if applicable for each company, total debt (excluding leases), preferred equity, and non -controlling interests minus cash and cash equivalents. Roth also reviewed each Round Top Project selected company’s ownership percentage in mining projects, including Total Rare Earth Element (TREE) and Net Asset Value (NAV) of each project as of the Valuation Date.

The enterprise values were analyzed as multiples of TREE and the NAVs were analyzed as multiples of price as of the Valuation Date. The financial and mining project data for the Round Top Project selected companies was sourced from publicly available data obtained from public filings with the SEC, each project’s technical and feasibility reports, and other data sources, and subject to the following:

•          Based on Roth’s judgment and experience, the analysis excludes the highest and lowest 25% of TREE multiples for the five Round Top Project selected companies. After excluding these data points, the overall low to high estimated TREE multiples observed for the Round Top Project selected companies were

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$170 million to $2.5 billion (with an overall median of $698 million). That range was further adjusted for TMRC’s expected ownership and divided by the number of TMRC Shares outstanding, which resulted in share price range of $0.19 to $2.69 per TMRC Share.

The NAV analysis is a “forward looking” methodology and is based on projected future cash flows to be generated by the Round Top Project over a 22 -year projection period, which are then discounted back to the Valuation Date. This methodology has three primary components: (i) the present value of projected standalone unlevered, free cash flows for the determined period, (ii) the projection of TMRC’s equity interest in the project over this period, as a result of expected cash calls and estimated dilution thereof, and (iii) the WACC used to discount such future cash flows back to the present.

For purposes of the NAV analysis, Roth utilized TMRC’s management assumptions and projected cash flows for the Round Top Project based on publicly available information, as well as certain other assumptions as directed by TMRC’s management. In performing its NAV analysis, Roth calculated ranges of the estimated present values of the unlevered, free cash flows of the Round Top Project for its 22 -year projection period by applying discount rates, as of the Valuation Date, ranging from 10% to 20%, reflecting Roth’s estimates of the Round Top Project’s WACC. The WACC was calculated using a cost of equity of 15.9% and a cost of debt of 7.1%. Roth further calculated the implied value attributable to TMRC, based on forecasted ownership percentage of 4.12%, accounting for expected cash calls and resulting dilution. The value was further adjusted by estimated price to NAV multiples observed for the Round Top Project selected companies, as specified below:

•          Based on Roth’s judgment and experience, the analysis excludes the highest and lowest 25% of price to NAV multiples for the five Round Top Project selected companies. After excluding these data points, the overall low to high estimated price to NAV multiples observed for the Round Top Project selected companies were 0.08x to 0.88x (with an overall median of 0.61x). Roth subtracted the above selected ranges to derive a range for TMRC’s Adjusted NAV Per Share using TMRC’s management projected 2028 ownership interest in the Round Top Project of 4.12%.

This analysis resulted in the reference ranges of implied value per TMRC Share set forth below:

Multiples (1)

Implied Value Per Share

Low

High

Low

High

EV/Total Rare Earth Element (2)

$

170

$

2,453

$

0.19

$

2.69

TMRC Adjusted NAV

0.08x

0.88x

$

0.07

$

1.39

____________

(1)        Dollar amounts are in millions of United States dollars.

(2)        “EV” refers to enterprise value.

Miscellaneous

This summary is not a complete description of the Roth Fairness Opinion or the underlying analyses and factors considered in connection with such opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to a partial analysis or summary description. Roth believes that its analyses described above must be considered as a whole and that considering any portion of such analyses or factors considered without considering all such analyses and factors could create a misleading or incomplete view of the processes underlying Roth’s analyses and its opinion. In arriving at its fairness determination, Roth considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, it made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. In performing its analyses, Roth made numerous assumptions with respect to industry performance and general business and economic conditions, such as industry growth, inflation, interest rates and many other matters, many of which are beyond the control of TMRC, USAR and their respective advisors. Any estimates used in Roth’s analyses, and the results derived from such analyses, are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. No company selected for the analyses described above is identical to TMRC and/or USAR.

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In conducting its analyses and arriving at its opinion, Roth utilized a variety of valuation methods. The analyses were prepared solely for the purpose of enabling Roth to provide its opinion to the TMRC Board as to the fairness, from a financial point of view, of the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement as of the date of the Roth Fairness Opinion, and do not purport to be appraisals or necessarily reflect the prices at which these companies or securities may actually be sold, which are inherently subject to uncertainty.

The terms of the Transaction were determined through arm’s -length negotiations between TMRC and USAR and were approved by the TMRC Board and the USAR Board. The decision to enter into the Merger Agreement by TMRC was solely that of the TMRC Board. Roth did not make any recommendations as to any specific consideration to TMRC or the TMRC Board, or that any specific amount or type of consideration constituted the only appropriate consideration for the Transaction. In addition, Roth was not authorized to, and did not, solicit any expressions of interest from any other parties with respect to any transaction involving TMRC or USAR, or review other alternative business combinations or transactions that TMRC could pursue. As described above, the Roth Fairness Opinion and the presentation of such opinion to the TMRC Board by Roth were among a number of factors taken into consideration by the TMRC Board in making its determination to approve the Merger Agreement, the Transaction and the other transactions contemplated thereby, including the factors described elsewhere in this proxy statement/prospectus.

The TMRC Special Meeting

Date, Time, Place and Purpose of the Special Meeting

The special meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/TMRX2026SM , on [    ], 2026 at 10:00 a.m. Eastern Time. The purpose of the special meeting is to consider and vote on the Merger Proposal and other related proposals. Adoption and approval of the Merger Proposal by TMRC stockholders is a condition to the obligation of TMRC and USAR to complete the Mergers.

Record Date and Outstanding TMRC Shares

Only stockholders of record of issued and outstanding TMRC Shares as of the close of business on June 2, 2026 (the “ Record Date ”) are entitled to notice of, and to vote at, the special meeting or any subsequent reconvening of the special meeting following any adjournments and postponements of the special meeting.

As of the close of business on the Record Date, there were 88,339,693 TMRC Shares issued and outstanding and entitled to vote at the special meeting. You may cast one vote for each TMRC Share that you held as of the close of business on the Record Date.

TMRC has made a complete list of TMRC stockholders entitled to vote at the special meeting available for inspection at the office of its transfer agent, Securities Transfer Corporation, at 2901 N. Dallas Parkway, Suite 380, Plano, Texas, 75093 during regular business hours for a period of no less than 10 days before the special meeting. If you would like to inspect the list of TMRC stockholders of record, please call Securities Transfer Corporation at (469) 633 -0101 to schedule an appointment or request access. A certified list of eligible TMRC stockholders will be available for inspection during the special meeting on the website for that meeting www.virtualshareholdermeeting.com/TMRX2026S M .

Quorum; Abstentions and Broker Non-Votes

A quorum of TMRC stockholders is necessary for TMRC to hold a valid meeting. The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding TMRC Shares entitled to vote at the special meeting constitutes a quorum.

If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to “abstain” in respect of the proposal, your TMRC Shares will be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting. Broker non -votes will not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.

Executed but unvoted proxies will be voted in accordance with the recommendation of the TMRC Board.

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Required Vote to Adopt and Approve the Merger Proposal

Adoption and approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding TMRC Shares entitled to vote thereon, and approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the TMRC Shares present in person or represented by proxy at the special meeting and entitled to vote thereon. Abstentions will have the same effect as votes “AGAINST” each proposal. Broker non -votes and failures to vote will have the same effect as votes “AGAINST” the Merger Proposal but will not have any effect on the outcome of the Adjournment Proposal.

The Merger Proposal and the Adjournment Proposal are described in the section entitled “ TMRC Proposals. ”

Voting by TMRC Directors and Executive Officers

As of the Record Date, TMRC directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 17,083,004 TMRC Shares, or approximately 19.3% of the total outstanding TMRC Shares as of the Record Date.

TMRC currently expects that all of its directors and executive officers will vote their shares “FOR” the Merger Proposal and Adjournment Proposal, as they have agreed to do pursuant to the Voting Agreement.

Adjournment

If a quorum is not present or if there are not sufficient votes for the approval of the Merger Proposal, the special meeting may be adjourned if the Adjournment Proposal is approved. At any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Material U.S. Federal Income Tax Considerations of the Mergers

For a discussion of certain material U.S. federal income tax considerations of the Mergers, see “ Certain Material U.S. Federal Income Tax Considerations of the Mergers ”. All holders of TMRC Shares should consult with a tax advisor to determine the particular U.S. federal, state or local or non -U .S. income or other tax consequences of the Mergers to them.

Interests of USAR’s Directors and Executive Officers in the Mergers

Except for their interests as stockholders of USAR, USAR’s directors and executive officers do not have any interests in the Mergers that are different from, or in addition to, those of other USAR stockholders generally.

Interests of TMRC’s Directors and Officers in the Mergers

In considering the recommendation of the TMRC Board to vote in favor of the Merger Proposal, TMRC stockholders should be aware that, aside from their interests as stockholders, TMRC’s directors and officers have interests in the Mergers that are different from, or in addition to, those of other TMRC stockholders generally. TMRC’s directors were aware of and considered these interests, among other matters, in evaluating the Mergers and in recommending to stockholders that they approve and adopt the Merger Agreement and the Mergers. TMRC stockholders should take these interests into account in deciding whether to approve the Merger Proposal. These interests include, among other things:

•          As a condition to closing of the Mergers, TMRC will cause completion of a transfer of certain assets to Mr. Daniel Gorski, the Chief Executive Officer of TMRC, to pay off certain indebtedness between Mr. Gorski and a subsidiary of TMRC prior to the Effective Time.

•          The Merger Agreement provides that for a period of six years from and after the Effective Time, USAR shall cause the surviving company to (or if the surviving company is not able, USAR shall) indemnify and hold harmless each present and former director or officer of TMRC or any of its subsidiaries and each other person who, at the request or for the benefit of TMRC or its subsidiaries, is or was previously serving as a director, officer, manager, employee or fiduciary of any other person or any benefit plan of TMRC or any benefit plan of any TMRC subsidiary (in each case, when acting in such capacity) (determined

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as of the Effective Time) from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time as provided in the certificate of incorporation or bylaws or other governing documents of TMRC or the applicable subsidiary of TMRC in effect on the date of the Merger Agreement or any indemnification agreement between such indemnified party and TMRC or applicable subsidiary of TMRC to the fullest extent permitted under applicable law. For six years after the Effective Time, USAR shall cause the surviving company to maintain in effect provisions in the surviving company’s certificate of formation and limited liability company agreement or similar organizational documents (or in such documents of any successor to the business of the surviving company) and the organizational documents of any TMRC subsidiary regarding exculpation, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the Merger Agreement. From and after the Effective Time, USAR, the surviving companies of the Mergers, and each of their subsidiaries including RT, shall honor and comply with their respective obligations under any indemnification agreement with any indemnified person in effect as of date of the Merger Agreement and indemnification obligations under the RTMD amended and restated limited liability company agreement, dated June   26, 2023 (the “ RT LLC Agreement ”), and not amend, repeal or otherwise modify any such agreement or the RT LLC Agreement in any manner that would adversely affect any right of any indemnified party thereunder.

•          Prior to the Effective Time, TMRC may, as of the Effective Time, obtain and fully pay for “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of TMRC’s existing directors’ and officers’ insurance policies with a claims period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance. If TMRC, for any reason, fails to obtain such “tail” insurance policies as of the Effective Time, USAR shall use its best efforts to purchase such insurance for that six -year period.

•          Under Voting and Support Agreements with TMRC and USAR, each of TMRC’s directors and executive officers has agreed to vote all of his TMRC Shares in favor of the Merger Proposal. As of the close of business on the record date for this special meeting, the TMRC stockholders who are parties to the Voting and Support Agreements collectively owned (with sole or shared voting power) approximately 19.3% of the TMRC Shares outstanding and entitled to vote at the special meeting.

These interests may have influenced TMRC’s directors in approving the Merger Agreement and the Mergers and making their recommendation to TMRC stockholders to vote in favor of the approval and adoption of the Merger Agreement and the Mergers.

Appraisal Rights and Dissenters ’ Rights

TMRC

General

If the Mergers are completed, TMRC stockholders of record and beneficial owners who do not vote in favor of the Merger Proposal, who continuously hold such shares as of immediately before and through the effective date of the Mergers and who properly demand appraisal of their shares may be entitled to appraisal rights in connection with the Mergers under Section 262 of the DGCL.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which is attached to this proxy statement/prospectus as Annex   C . The following summary does not constitute any legal or other advice nor does it constitute a recommendation that TMRC stockholders of record or beneficial owners exercise their appraisal rights under Section 262 of the DGCL. All references in Section 262 of the DGCL to a “stockholder” and all references

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in this discussion of appraisal rights to a “TMRC stockholder” are to the record holders of TMRC Shares unless otherwise noted herein. All such references to a “beneficial owner” mean a person or entity who is the beneficial owner of TMRC Shares held either in voting trust or by a broker, bank or other nominee on behalf of such person or entity unless otherwise expressly noted herein. If you hold your TMRC Shares through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or the other nominee.

Any TMRC stockholder or beneficial owner contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights. Failure to strictly follow the procedures required by Section 262 of the DGCL for demanding and perfecting appraisal rights may result in the loss of such rights.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of stockholders, such as the special meeting, the corporation, in this case TMRC, must notify not less than 20 days before the meeting each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL.  This proxy statement / prospectus constitutes TMRC ’ s notice to its stockholders that appraisal rights are available in connection with the Mergers, and the full text of Section   262 of the DGCL is attached to this proxy statement / prospectus as Annex   C . In connection with the Mergers, any stockholder of record or beneficial owner of TMRC Shares who wishes to exercise appraisal rights, or who wishes to preserve their right to do so, should review the following discussion and Annex   C carefully because failure to timely and properly comply with the procedures specified will result in the loss of such appraisal rights. A TMRC stockholder or beneficial owner who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement and elsewhere in this proxy statement / prospectus (without interest). Moreover, the process of dissenting and exercising appraisal rights requires compliance with technical prerequisites, and because of the complexity of the procedures for exercising the right to seek appraisal of TMRC Shares, TMRC believes that if a TMRC stockholder or beneficial owner considers exercising such rights, they should seek the advice of legal counsel.

How to Exercise and Perfect Your Appraisal Rights

TMRC stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their TMRC Shares must do all of the following:

•          deliver to TMRC a written demand for appraisal before the vote on the Merger Proposal at the Special Meeting, which written demand must reasonably inform TMRC of the identity of the TMRC stockholder or beneficial owner and that the TMRC stockholder or beneficial owner intends to demand appraisal of their shares. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the Merger Proposal. Voting “AGAINST” or failing to vote “FOR” the Merger Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL;

•          not vote in favor of, or abstain from voting on, the Merger Proposal (if a TMRC stockholder) or, if a beneficial owner, not instruct their broker, bank or other nominee to vote their share(s) in favor of the Merger Proposal or instruct their nominee record holder to abstain from voting on the Merger Proposal;

•          continuously hold or beneficially own, as applicable, the TMRC Shares from the date of making the demand through the Effective Time (a TMRC stockholder or beneficial owner will lose appraisal rights if the TMRC stockholder or beneficial owner of transfers the shares before the Effective Time); and

•          file a petition in the Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. While Section 262 of the DGCL provides that the surviving corporation of the First Merger (the “ First Merger Surviving Corporation ”) may file such petition, the First Merger Surviving Corporation is under no obligation to and has no intention of doing so.

Written Demand

The demand for appraisal made by a TMRC stockholder or beneficial owner must be executed by or on behalf of the TMRC stockholder or beneficial owner, as applicable.

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In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must also reasonably identify the holder of record of the shares for which the demand is made, be accompanied by documentary evidence of the beneficial owner’s ownership of the TMRC Shares (such as a brokerage or securities account statement containing such information or a letter from the broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the First Merger Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds TMRC Shares as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares held for one or more beneficial owners while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the holder of record.

All written demands for appraisal should be addressed to TMRC at 527 21 st Street, #44, Galveston, Texas 77550; Attention: Chief Executive Officer.

Withdrawal of Appraisal

At any time within 60 days after the Effective Time, any TMRC stockholder or beneficial owner who has delivered a written demand to TMRC and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration to be paid to TMRC Stockholders in connection with the Mergers by delivering to the First Merger Surviving Corporation a written withdrawal of the demand for appraisal and an acceptance of such Merger Consideration. Any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the First Merger Surviving Corporation. No appraisal proceeding in the Court of Chancery will be dismissed as to any TMRC stockholder or beneficial owner without the approval of the Court of Chancery, and such approval may be conditioned upon such terms as the Court of Chancery deems just; provided, however, that any TMRC stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration provided for in the Merger Agreement within 60 days after the effective date of the Mergers. If the First Merger Surviving Corporation does not approve a request to withdraw a demand for appraisal and to accept the Merger Consideration provided for in the Merger Agreement when that approval is required, or if the Court of Chancery does not approve the dismissal of an appraisal proceeding, the TMRC stockholder or beneficial owner will be entitled to receive only the appraised value determined in any such appraisal proceeding.

Notice by the First Merger Surviving Corporation

Within 10 days after the Effective Time, the First Merger Surviving Corporation will notify each TMRC stockholder and beneficial owner who has complied with Section 262 of the DGCL, and who has not voted in favor of the Merger Proposal, of the date on which the First Merger became effective.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, the First Merger Surviving Corporation or any TMRC stockholder or beneficial owner who has complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Court of Chancery, with a copy served upon the First Merger Surviving Corporation in the case of a petition filed by a TMRC stockholder or beneficial owner, demanding a determination of the fair value of the shares held by all TMRC stockholders or beneficial owners entitled to appraisal rights who did not vote their shares in favor of the Merger Proposal and properly demanded appraisal of such shares. The First Merger Surviving Corporation is under no obligation to and has no present intention to file a petition and TMRC stockholders and beneficial owners should not assume that the First Merger Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the TMRC Shares. Accordingly, any TMRC stockholder or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their TMRC Shares within the time and in the manner prescribed in Section 262 of the DGCL. The failure of a TMRC stockholder or beneficial owner to file such a petition in the period and manner specified in Section 262 of the DGCL could nullify the TMRC stockholder’s or beneficial owner’s previous written demand for appraisal.

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If a petition for an appraisal is timely filed by a TMRC stockholder or beneficial owner and a copy thereof is served upon the First Merger Surviving Corporation, the First Merger Surviving Corporation will then be obligated within 20 days after such service to file in the office of the Register in Chancery in which the petition was filed a duly verified list, which is referred to as the “verified list,” containing the names and addresses of all TMRC stockholders or beneficial owners who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by the First Merger Surviving Corporation. Upon the filing of any such petition, the Register in Chancery, if so ordered by the Court of Chancery, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the First Merger Surviving Corporation and the TMRC stockholders or beneficial owners shown on the verified list at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Court of Chancery. The First Merger Surviving Corporation will pay the costs of such notices.

After notice has been given to the TMRC stockholders and beneficial owners as required by the Court of Chancery, the Court of Chancery is empowered to conduct a hearing on the petition to determine those TMRC stockholders or beneficial owners who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder. At the hearing on such petition, the Court of Chancery may require the TMRC stockholders or beneficial owners who have demanded an appraisal for their shares and who hold TMRC Shares represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding; if any TMRC stockholder or beneficial owner fails to comply with such direction, the Court of Chancery may dismiss the proceedings as to such TMRC stockholder or beneficial owner.

Determination of Fair Value

After the Court of Chancery determines the TMRC stockholders and beneficial owners that are entitled to an appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court of Chancery will determine the “fair value” of the TMRC Shares, exclusive of any element of value arising from the accomplishment or expectation of the Mergers, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the First Merger Surviving Corporation pursuant to subsection (h) of Section 262 of the DGCL that have the effect of limiting the sum on which interest accrues as described below). In determining fair value, the Court of Chancery will take into account all relevant factors. Unless the Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the Court of Chancery’s entry of judgment in the proceedings, however, the Surviving Corporation may pay to each TMRC stockholder and beneficial owner entitled to appraisal an amount in cash, in which case interest will accrue thereafter only upon the sum of (i) the difference, if any, between the amount so paid by the Surviving Corporation and the fair value of the shares as determined by the Court of Chancery and (ii) interest theretofore accrued, unless paid at that time.

In determining fair value, the Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc. , the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Supreme Court of Delaware has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc. , the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but that rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger , the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

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Upon application by the First Merger Surviving Corporation or by any TMRC stockholder or beneficial owner entitled to participate in the appraisal proceeding, the Court of Chancery may, in its discretion, proceed to trial upon the appraisal before the final determination of TMRC stockholders and beneficial owners entitled to an appraisal. Any TMRC stockholder or beneficial owner whose name appears on the verified list and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if required, may participate fully in all proceedings until it is finally determined that such TMRC stockholder or beneficial owner is not entitled to appraisal rights. The Court of Chancery will direct the payment of the fair value of the TMRC Shares, together with interest, if any, by the First Merger Surviving Corporation to TMRC stockholders or beneficial owners entitled thereto.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court of Chancery and taxed upon the parties as the Court of Chancery deems equitable under the circumstances. Upon application of a TMRC stockholder or beneficial owner whose name appears on the verified list, the Court of Chancery may also order all or a portion of the expenses incurred by a TMRC stockholder or beneficial owner in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. In the absence of such an order, each party bears its own expenses.

Any TMRC stockholder or beneficial owner who had demanded appraisal rights will not, after the Effective Time, be entitled to vote shares subject to that demand for any purpose, or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the Effective Time. If any stockholder who demands appraisal of TMRC Shares under Section 262 fails to perfect, effectively withdraws or otherwise loses such holder’s right to appraisal with respect to such shares, such shares will be deemed to have been converted at the Effective Time into the right to receive the consideration provided pursuant to the Merger Agreement, without interest, upon the terms and conditions set forth therein.

If no petition for appraisal is filed within 120 days after the Effective Time, or if a TMRC stockholder or beneficial owner votes for approval of the Merger Proposal or effectively withdraws his, her or its demand for appraisal, then the right of that TMRC stockholder or beneficial owner to appraisal will cease and that TMRC stockholder or beneficial owner will be entitled to receive the Merger Consideration for his, her or its TMRC Shares provided for in the Merger Agreement. A holder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal by delivering to the First Merger Surviving Corporation a written withdrawal of his, her or its demand for appraisal and acceptance of the Mergers, except that any such attempt to withdraw made more than 60 days after the effective date of the Mergers will require the written approval of the First Merger Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, any TMRC stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw their demand for appraisal and to accept the terms offered upon the Mergers within 60 days after the effective date of the Mergers.

TMRC stockholders and beneficial owners considering seeking appraisal should be aware that the fair value of their respective shares as determined under Section 262 of the DGCL could be more than, the same as or less than the Merger Consideration they would receive pursuant to the Merger Agreement if they did not seek appraisal of their respective shares. TMRC stockholders and beneficial owners who perfect their appraisal rights and who do not subsequently effectively withdraw or otherwise lose their appraisal rights will not be entitled to any consideration under the Merger Agreement.

Accounting Treatment

USAR prepares its financial statements in accordance with U.S. GAAP. The Mergers will be accounted for by using the business combination accounting rules, which requires the application of a screen test to evaluate if substantially all the fair value of the acquired assets is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. In addition, the rules require the identification of the acquirer; the determination of the acquisition date; the determination of the fair value of consideration; and the recognition and measurement, at relative fair value, of the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the consolidated subsidiaries of the acquiree. After consideration of all applicable factors pursuant to the business combination accounting rules, the Mergers will be treated as an asset acquisition under U.S. GAAP with USAR as the acquirer. The interest of TRMC

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in RTMD that USAR is acquiring in the Mergers represents substantially all of the fair value of the assets acquired by USAR. USAR currently owns a controlling interest in RTMD and has consolidated this entity within its historical consolidated financial statements. As the acquisition of the acquiree’s interest in RTMD represents a change in the parent’s ownership interest, the acquisition of that interest will be accounted for as a change of ownership interest within the scope of U.S. GAAP Accounting Standard Codification Topic 810.

Conditions to Completion of the Mergers

The completion of the Mergers is subject to the satisfaction or waiver (where permitted) of certain conditions, including (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of all outstanding TMRC Shares entitled to vote thereon (the “ Requisite TMRC Vote ”); (ii) the authorization for listing the USAR Shares to be issued as Merger Consideration on the Nasdaq Global Market if required under its rules and regulations; (iii) the absence of any law or order that makes illegal, enjoins or otherwise prohibits the consummation of the proposed Mergers; and (iv) the effectiveness of this registration statement on Form S -4 in connection with the issuance of the USAR Shares as Merger Consideration in the First Merger, which will include a prospectus relating to the USAR Shares to be issued as Merger Consideration and a proxy statement relating to TMRC’s stockholder meeting to approve the proposed Mergers and the absence of any stop order or proceedings to that effect by the SEC. The obligation of each of USAR and TMRC to consummate the proposed Mergers is also conditioned on, among other things, the truth and correctness of the representations and warranties made by the other party as of the Closing Date (subject to certain “materiality” and “material adverse effect” qualifiers), the performance by the other party, in all material respects, of such other party’s covenants and agreements under the Merger Agreement, and the absence of the occurrence of a material adverse effect with respect to the other party from the date of the Merger Agreement through the Effective Time.

Regulatory Requirements

Based on a review of information available relating to the businesses of USAR and TMRC, USAR and TMRC believe that the completion of the Mergers will not require any regulatory filings or approvals.

Termination of the Merger Agreement

The Merger Agreement provides for certain termination rights for each of USAR and TMRC, including, among others, (i) if the closing has not occurred by the date that is nine months from the date of the execution of the Merger Agreement, (ii) if the Requisite TMRC Vote has not been obtained at a stockholder meeting, (iii) if there is a final and non -appealable law or order preventing the consummation of the Mergers or (iv) the other party is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition (subject to the applicable cure period set forth in the Merger Agreement). Further, USAR may terminate the Merger Agreement if the TMRC Board makes an adverse recommendation change or if TMRC approves or enters into an alternative acquisition agreement. The Merger Agreement further provides that a termination fee equal to $3,250,000 will be payable by TMRC to USAR under certain specified circumstances, including a termination by USAR in the event of an adverse recommendation change by the TMRC Board.

Risk Factors Summary

As used in this section, references to “Texas Mineral”, “the Company,” “we,” “our,” “us” or “TMRC” mean Texas Mineral Resources Corp. and its predecessors, as the context requires. TMRC stockholders should carefully consider the following risks before deciding whether to vote for approval of the Merger Proposal. In addition, TMRC stockholders should read and consider the risks associated with the business of USAR because these risks will relate to the combined company. Certain of these risks with respect to the business of USAR can be found in USAR’s annual report on Form 10 -K for the fiscal year ended December 31, 2025, which report is incorporated by reference into this proxy statement/prospectus.

•          Because the market price of USAR Shares will fluctuate, TMRC stockholders cannot be sure of the price of the consideration they will receive in the Mergers.

•          The market price of USAR Shares after the Mergers may be affected by factors different from those currently affecting the shares of TMRC Shares or USAR Shares.

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•          The fairness opinion rendered to the TMRC Board by Roth Capital Partners, LLC prior to the signing of the Merger Agreement does not reflect changes in events or circumstances occurring after the date of the opinion.

•          TMRC and USAR will be subject to business uncertainties and contractual restrictions while the Mergers are pending.

•          USAR may fail to realize all of the anticipated benefits of the Mergers and its other acquisitions, particularly if the integration of USAR’s and TMRC’s businesses is more difficult than expected.

•          Some of the directors and executive officers of TMRC may have interests and arrangements that may have influenced their decisions to support and recommend that you vote for the Merger Proposal.

•          USAR and TMRC are expected to incur significant costs related to the Mergers and integration.

•          If the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the TMRC stockholders may be required to pay substantial U.S. federal income taxes.

•          There could be limitations on the utilization of the historic U.S. net operating loss carryforwards of TMRC.

•          The Merger Agreement limits TMRC’s ability to pursue alternatives to the Mergers.

•          If the Mergers are not consummated by December   4, 2026, either USAR or TMRC may choose not to proceed with the Mergers.

•          The USAR Shares to be received by TMRC stockholders as a result of the Mergers will have different rights from the TMRC Shares.

•          Stockholders of TMRC will have a reduced ownership and voting interest after the Mergers and will exercise less influence over management.

•          Failure to complete the Mergers could negatively impact the future business and financial results of TMRC and USAR.

•          The issuance of USAR Shares in the Mergers and other future issuances will dilute the voting power of USAR shareholders and could dilute their percentage interest in any future earnings of USAR.

•          USAR may be unable to satisfy the milestones and other conditions required to access funding under the Parent Loan Agreement .

•          In addition to the Mergers and the other transactions described in this proxy statement / prospectus, USAR may pursue and consummate additional acquisitions or other strategic transactions at any time, which may be announced before, concurrently with or after the special meeting and which could be material to USAR and the combined company.

•          The unaudited forecasted financial information included in this proxy statement / prospectus is for illustrative purposes only and the actual financial condition and results of operations of USAR after the Mergers may differ materially.

•          The market price of USAR Shares may continue to fluctuate after the Mergers.

•          Shareholder litigation could prevent or delay the completion of the Mergers or otherwise negatively impact the business and operations of USAR and TMRC.

•          TMRC could experience a failure to fund cash calls.

•          Certain RTMD matters that require unanimous management committee approval will not be applicable if TMRC’s membership interest falls below 15% in RTMD.

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•          TMRC has relied on an exclusion from the definition of “investment company” in order to avoid being subject to the Investment Company Act of 1940. To the extent the nature of its business changes in the future or its reliance on the exclusion is misplaced, TMRC may become subject to the requirements of the 1940 Act, which would limit its business operations and require it to spend significant resources in order to comply with the 1940 Act.

•          TMRC’s financial statements have been prepared assuming that it will continue as a going concern.

•          TMRC has a history of losses and will require additional financing to fund operations. Failure to obtain additional financing could have a material adverse effect on TMRC’s financial condition and results of operation and could cast uncertainty on its ability to continue as a going concern in future periods.

•          TMRC has a limited operating history on which to base an evaluation of its business and properties.

•          The Round Top Project is in the exploration stage. There is no assurance that RTMD can establish the existence of any mineral reserve from the Round Top Project in commercially exploitable quantities. Until then, TMRC cannot earn any revenues from the Round Top Project, and its business could fail.

•          There is no history of producing metals from the Round Top Project.

•          If RTMD establishes the existence of a mineral reserve in the Round Top Project in a commercially exploitable quantity, of which there can be no assurance, TMRC will require additional capital in order to maintain its current membership interest in RTMD and fund its proportionate costs to develop the property into a producing mine. If TMRC cannot raise this additional capital, its membership interest in RTMD will be diluted, its membership interest will lose value, and TMRC could fail.

•          TMRC’s exploration activities may not be commercially successful.

•          Increased costs could affect TMRC’s financial condition.

•          Macroeconomic conditions, domestic and global political turbulence could have a materially adverse impact on TMRC’s business, financial condition, or results of operations.

•          There is no assurance that TMRC will enter into any agreement with respect to the potential Alhambra project owned by Santa Fe or that such project will proceed.

•          There is no assurance that the Steeple Rock non -binding letter of intent will result in a definitive agreement or result in materialization of a possible mining venture.

•          Licensing and permitting of mining operations in the State of New Mexico is difficult and could have a material effect on the length of time and cost of securing the required permits.

•          A shortage of equipment and supplies could adversely affect TMRC’s ability to operate its business.

•          Mining and mineral exploration is inherently dangerous and subject to conditions or events beyond TMRC’s control, which could have a material adverse effect on its business and plans.

•          The figures for mineralization are estimates based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

•          The Round Top operations may contain significant uninsured risks which could negatively impact future profitability.

•          Mineral operations are subject to market forces outside of TMRC’s control which could negatively impact it .

•          TMRC may be adversely affected by fluctuations in demand for, and prices of, rare earth minerals and products.

•          Permitting, licensing and approval processes are required for the operations at the Round Top Project and obtaining and maintaining required permits and licenses is subject to conditions which may be unable to be achieved.

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•          Round Top is subject to significant governmental regulations, which affect its operations and costs of conducting its business.

•          Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on Round Top as well as any other business in which TMRC engages.

•          Round Top’s exploration and development activities are subject to environmental risks, which could expose Round Top to significant liability and delay, suspension or termination of TMRC’s operations.

•          Round Top could be subject to environmental lawsuits.

•          Land reclamation requirements for the Round Top Project may be burdensome and expensive.

•          Mining presents potential health risks; payment of any liabilities that arise from these health risks may adversely impact Round Top.

•          There may be challenges to the title of the Round Top Project or any other mineral properties that TMRC may acquire.

•          Increased competition could adversely affect TMRC’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

•          Round Top competes with larger, better capitalized competitors in the mining industry.

•          TMRC has risks related to cybersecurity.

•          Current economic conditions and capital markets are subject to fluctuations which could adversely affect TMRC’s ability to access the capital markets, and thus adversely affect its business and liquidity.

•          TMRC’s resources may not be sufficient to manage its existing business as well as any growth; failure to properly manage its existing business will be detrimental .

•          TMRC may experience difficulty attracting and retaining qualified management to meet its current business needs and / or any growth needs, and the failure to manage any growth effectively could have a material adverse effect on its business and financial condition.

•          TMRC’s operations are dependent upon key personnel, the loss of which would be detrimental to its business.

•          TMRC has a history of losses and fluctuating operating results that raises doubt about its ability to continue as a going concern.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, and the documents that are incorporated by reference in this proxy statement/prospectus, contain forward -looking statements about USAR, USAR’s industry and the Mergers that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, and the documents that are incorporated by reference in this proxy statement/prospectus, are forward -looking statements, including statements regarding our future results of operations or financial condition, business strategies, and expectations for our business and industry. Forward -looking statements are not guarantees of performance. Although we believe these forward -looking statements are reasonable when made, we cannot assure you that we will achieve or realize these plans or expectations. In some cases, you can identify forward -looking statements because they contain words such as “will,” “may,” “could,” “should,” “likely,” “ongoing,” “anticipate,” “estimate,” “expect,” “project,” “predict,” “intend,” “plan,” “believe,” “aim,” “build,” “continue,” “potential,” “vision,” or the negative of these words or other similar terms or expressions. These forward -looking statements include, but are not limited to, statements concerning the following:

•          the Mergers, the expected timing and completion of the Mergers and the expected benefits of the Mergers including anticipated financial results and synergies;

•          USAR’s investment plans, including the development of the Round Top deposit, development and expansion of processing and separation facilities, development and expansion of metal -making and strip -casting facilities, and development and expansion of the magnet manufacturing facility, including the timing, cost, production capacities, and estimated outputs of each facility;

•          USAR’s plans for and prospects of its other acquisitions, investments and other business development activities;

•          USAR’s plans for capital raising activities, including from the U.S. government; and

•          USAR’s ability to successfully capitalize on growth opportunities and prospects.

These forward -looking statements are based on information available as of the date of this proxy statement/prospectus and the USAR management team’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside USAR’s control. Accordingly, forward -looking statements should not be relied upon as representing the USAR management team’s views as of any subsequent date. Neither USAR nor TMRC undertakes any obligation to update, add or to otherwise correct any forward -looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward -looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of USAR’s assumptions prove incorrect, USAR’s actual results or performance may be materially different from those expressed or implied by these forward -looking statements. Some factors that could cause actual results to materially differ include, but are not limited to the risks below:

•          The Mergers, or USAR’s proposed transactions with Carester SAS (“ Carester ”) and Serra Verde Rare Earths Ltd. (“ Serra Verde ”), may not be consummated on their anticipated timelines or at all, and failure to complete the transactions could adversely affect USAR’s business, financial condition, and results of operations.

•          USAR may not realize the anticipated benefits of its proposed and prior acquisitions and transactions, including transactions with TMRC, Carester and Serra Verde, including expected synergies, financial performance, estimated earnings before interest, taxes, depreciation and amortization and, in the case of Serra Verde, integration of operations, on the anticipated timeline or at all.

•          USAR’s magnet manufacturing facility in Stillwater, Oklahoma (“ Stillwater Facility ”) has recently been commissioned; however, USAR has not commenced commercial production or selling sintered neodymium -iron -boron (“ NdFeB ”) permanent magnets (also referred to as neo magnets), and USAR has no history in commercial operations and the lack of commercial operations limits the accuracy of any forward -looking forecasts, prospects or business outlook or plans.

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•          The Round Top Project is at the exploration stage and USAR has not commenced construction or commission of the mine nor related facilities, and the development of the Round Top Project into a producing mine is subject to a variety of risks, any number of which may cause the development of the Round Top Project into a producing mine to not occur, be delayed, or not result in the commercial extraction of minerals.

•          USAR may experience time delays, unforeseen expenses, increased capital costs, and other complications while developing its projects, which could delay the start of revenue -generating activities and increase development costs.

•          Until USAR’s Round Top Project is capable of satisfying USAR’s feedstock needs, if ever, USAR’s business is subject to the availability of rare earth oxide and metal feedstock, in quantities and prices that allow it to develop and commercially operate its Stillwater Facility or other future facilities.

•          The production of neo magnets is a capital -intensive business that requires the commitment of substantial resources; if USAR does not have sufficient capital or other resources necessary to provide for such production, it could negatively impact its business.

•          USAR will need to produce its products to exacting specifications in order to provide future customers with a consistently high -quality product. An inability to meet individual customer specifications would negatively impact USAR’s business.

•          USAR may be adversely affected by fluctuations in demand for, and prices of, neo magnets, magnet materials, and necessary feedstock.

•          Since USAR’s inception, it has generated negative operating cash flows and it may experience negative cash flow from operations in the future.

•          USAR may not be able to generate positive cashflow from its expected future business operations, and it may not achieve profitability.

•          USAR may not be able to convert current commercial discussions and/or memorandums of understanding with customers for the sale of its neo magnets and other products into definitive contracts, which may have a negative effect on its business.

•          The success of USAR’s business will depend, in part, on the growth of existing and emerging uses for neo magnets.

•          An increase in the global supply of neo magnets or dumping, predatory pricing and other tactics by USAR’s competitors or state actors may adversely affect its profitability.

•          USAR operates in a highly competitive industry in a high demand and growth environment and additional manufacturing, refining and mining competitors could result in a reduction in revenue.

•          Geopolitical developments or disruptions, such as changes in the political environment, export/import or environmental policy of the People’s Republic of China (“ China ”), the United States (“ U.S .”) or other countries in which USAR operates or sells product or otherwise, may adversely affect its business.

•          The amount of capital required for completion and build -out of USAR’s projects may increase materially from its current estimates, and any inability to access the capital or financial markets may limit its ability to fund its ongoing operations, execute its business plan or pursue investments that it may rely on for future growth.

•          Increasing costs, including rising electricity and other utility costs, or limited access to raw materials may adversely affect USAR’s profitability.

•          Diminished access to water may adversely affect USAR’s operations.

•          USAR is subject to certain agreements with government entities that have provided it with certain incentives and favorable financing and contain conditions and obligations, including local investment, job creation, and repayment terms, that, if not complied with, could negatively impact its business or require it to repay that financing or lose access to those incentives.

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•          USAR is dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure. Any unauthorized access to, disclosure, or theft of personal information it gathers, stores, or uses could harm its reputation and subject it to claims or litigation. Further, a failure of its information technology and data security infrastructure could adversely affect its business and operations.

•          USAR depends on key personnel for the success of its business. If it fails to retain its key personnel or if it fails to attract additional qualified personnel, it may not be able to achieve its desired level of growth and its business could suffer.

•          Work stoppages or similar difficulties, breakdown in labor relations, or a shortage of skilled technicians and engineers could significantly disrupt USAR’s operations and reduce its revenues.

•          USAR’s success depends on developing and maintaining relationships with local communities and stake -holders .

•          USAR is or may be subject to risks associated with acquisitions, strategic transactions and expansions.

•          USAR may fail to realize all of the anticipated benefits of the Less Common Metals Ltd. acquisition, including the anticipated acceleration of its mine -to -magnet strategy, on the anticipated timeline, or at all.

•          If USAR infringes, or is accused of infringing, the intellectual property rights of third parties, it may increase costs or prevent USAR from being able to commercialize new products.

•          USAR may not be able to adequately protect its intellectual property rights. If it fails to adequately enforce or defend its intellectual property rights, USAR’s business may be harmed.

•          USAR’s operations at its projects are subject, or may become subject, to environmental, health and safety regulations, which could impose additional costs and compliance requirements or could limit or prevent its ability to continue its current operations or to undertake new operations, and it may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

•          USAR will be required to obtain and maintain governmental permits and approvals to develop and operate its projects, a process which is often costly and time -consuming . Failure to obtain or retain any necessary permits or approvals for its planned operations may negatively impact USAR’s business.

•          Tariffs by the U.S., counter -tariffs by other countries and future changes in tariff policies could adversely affect USAR’s results of operations.

•          USAR is exposed to possible litigation risks, including permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims.

•          USAR is subject to the risks of war, terrorism, natural disasters or public health emergencies.

•          If USAR takes federal monies, it could become subject to federal regulations. This could delay timing and increase costs.

•          The timing and amount of funding under the Parent Loan Agreement (as defined below) with the United States Department of Commerce (the “DOC”) is subject to the satisfaction of project milestones and other conditions to disbursement that USAR may not meet on the anticipated timeline or at all, continued governmental support for the transactions contemplated by the Parent Loan Agreement remains subject to changes in laws, regulations, administrations and appropriations, the Parent Loan Agreement contains extensive affirmative and negative covenants, domestic content and national security guardrail provisions and ongoing reporting obligations that restrict USAR’s operational and financial flexibility, defaults under the Parent Loan Agreement could trigger cross -defaults across USAR’s financing arrangements, and the DOC’s equity interest in USAR as a result of the Parent Loan Agreement could limit USAR’s ability to pursue strategic transactions and may affect its relationships with customers, suppliers, partners and other counterparties.

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•          The issuance of additional USAR Shares or equity -linked securities, as a result of currently contemplated transactions or potential future transactions, could result in significant dilution to USAR’s existing stockholders and adversely affect the market price of USAR Shares.

•          The diversion of management time from ongoing business operations and opportunities as a result of the Mergers could negatively impact our business.

•          There is substantial doubt regarding TMRC’s ability to continue as a going concern for the twelve months following the issuance of its Condensed Consolidated Financial Statements for the quarter ended November   30, 2025.

•          The risks described in (i) Part I, Item 1A “ Risk Factors ” of USAR’s Annual Report on Form 10 -K for the year ended December   31, 2025, (ii) the section of this proxy statement/prospectus entitled “ Risk Factors — Risks Related to TMRC ,” and (iii) the other risks described in, or incorporated by reference into, this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “ Where You Can Find More Information .”

These statements are only predictions and involve known and unknown risks, uncertainties, and other factors. Any forward -looking statements speak only as of their date, and neither USAR nor TMRC undertakes any obligation to update any forward -looking statements to reflect events or circumstances occurring after their date or to reflect the occurrence of unanticipated events.

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward -Looking Statements,” TMRC stockholders should carefully consider the following risks before deciding whether to vote for approval of the Merger Proposal. In addition, TMRC stockholders should read and consider the risks associated with the business of USAR because these risks will relate to the combined company. Certain of these risks with respect to the business of USAR can be found in USAR’s annual report on Form 10 -K for the fiscal year ended December 31, 2025, which report is incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See “ Where You Can Find More Information ”.

Risks Related to the Mergers

Because the market price of USAR Shares will fluctuate, TMRC stockholders cannot be sure of the price of the Merger Consideration they will receive.

In the Mergers, each TMRC Share that is issued and outstanding immediately prior to the effective time of the First Merger shall automatically be cancelled and cease to exist in exchange for the right to receive a fraction of a newly issued share of USAR Stock, equal to the total number of TMRC Shares outstanding on the Closing Date on a fully -diluted basis divided by the 3,823,328 USAR Shares being issued as Merger Consideration. This exchange ratio is fixed and will not be adjusted for changes in the market price of either USAR Shares or TMRC Shares. Changes in the price of USAR Shares between now and the time of the Mergers will affect the value that TMRC stockholders will receive in the Mergers. Neither USAR nor TMRC is permitted to terminate the Merger Agreement as a result of any increase or decrease in the market price of USAR Shares or TMRC Shares.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in USAR’s businesses, operations and prospects, including as a result of USAR’s pending transactions with Carester (the “ Carester Transaction ”) and Serra Verde, and regulatory considerations, many of which are beyond TMRC’s and USAR’s control. Therefore, at the time of the special meeting, TMRC stockholders will not know the market value of the consideration that TMRC stockholders will receive at the effective time. You should obtain current market quotations for USAR Shares and for TMRC Shares.

The market price of USAR Shares after the Mergers may be affected by factors different from those currently affecting the TMRC Shares or USAR Shares.

In the Mergers, TMRC stockholders will become USAR stockholders. USAR’s business differs from that of TMRC. Accordingly, the results of operations of USAR and the market price of USAR Shares after the completion of the Mergers may be affected by factors different from those currently affecting the independent results of operations of each of USAR and TMRC.

For a discussion of the business of USAR and of certain factors to consider in connection with its business, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “ Where You Can Find More Information ”. For a discussion of the business of TMRC and of certain factors to consider in connection with its business, see the sections in this proxy statement/prospectus titled “ The Business of TMRC ,” “ TMRC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ” as well as the financial statements of TMRC included in this proxy statement/prospectus.

The fairness opinion rendered to the TMRC Board by Roth Capital Partners, LLC prior to the signing of the Merger Agreement does not reflect changes in events or circumstances occurring after the date of the opinion.

The opinion of Roth Capital Partners, LLC, financial advisor to TMRC, was delivered on and dated March 3, 2026. This opinion does not reflect changes that may occur or may have occurred after the date on which it was delivered, including changes to the operations and prospects of TMRC or USAR, changes in general market and economic conditions or other changes. Any of these changes may alter the relative value of TMRC or USAR or the prices of TMRC Shares or USAR Shares by the time the Mergers are completed. The opinion does not speak as of the date the Mergers will be completed or as of any date other than the date of the opinion. For a description of the opinion of TMRC’s financial advisor, please see “ The Merger — Opinion of TMRC’s Financial Advisor ”.

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TMRC and USAR will be subject to business uncertainties and contractual restrictions while the Mergers are pending.

Uncertainty about the effect of the Mergers on employees and customers may have an adverse effect on TMRC and, consequently, on USAR. These uncertainties may impair TMRC’s ability to attract, retain and motivate key personnel until the Mergers are consummated, and could cause customers and others that deal with TMRC to seek to change existing business relationships with TMRC. Retention of certain employees may be challenging during the pendency of the Mergers, as certain employees may experience uncertainty about their future roles with USAR. If key employees depart because of issues relating to the uncertainty or difficulty of integration or a desire not to remain with USAR, USAR’s business following the merger could be harmed. In addition, the Merger Agreement restricts TMRC and USAR from taking certain actions without the other’s consent until the Mergers occur, and generally requires both USAR and TMRC to continue their operations in the ordinary course, until completion of the Mergers. These restrictions may prevent USAR and TMRC from pursuing attractive business opportunities that may arise prior to the completion of the Mergers. These restrictions could be in place for an extended period of time if the consummation of the Mergers is delayed and could adversely affect USAR’s or TMRC’s financial condition and results of operations. Please see the section entitled “ The Merger Agreement — Conduct of Business Prior to the Consummation of the Mergers ” for a description of the restrictive covenants to which USAR and TMRC are subject.

USAR may fail to realize all of the anticipated benefits of the Mergers, particularly if the integration of USAR’s and TMRC’s businesses is more difficult than expected.

The success of the Mergers will depend, in part, on our ability to successfully combine the businesses of USAR and TMRC. USAR may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the business of TMRC or USAR may cause USAR to fail to realize some or all of the expected benefits. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect USAR’s ability to maintain relationships with commercial counterparties and employees or to achieve the anticipated benefits of the Mergers. Each of these issues might adversely affect USAR, TMRC or both during the transition period, resulting in adverse effects on USAR following the Mergers.

As a result, revenues may be lower than expected or costs may be higher than expected and the overall benefits of the Mergers may not be as great as anticipated.

Some of the directors and executive officers of TMRC may have interests and arrangements that may have influenced their decisions to support and recommend that you vote for the Merger Proposal.

The interests of some of the directors and executive officers of TMRC may be different from those of TMRC stockholders, and certain directors and executive officers of TMRC may be participants in arrangements that are different from, or are in addition to, those of TMRC stockholders. These interests are described in more detail in the section of this proxy statement/prospectus entitled “ The Mergers — Interests of TMRC’s Executive Officers and Directors in the Mergers ”.

USAR and TMRC are expected to incur significant costs related to the Mergers and integration.

USAR and TMRC have incurred and expect to incur significant, non -recurring costs in connection with negotiating the Merger Agreement and closing the Mergers. In addition, USAR will incur integration costs following the completion of the Mergers as USAR integrates the TMRC business, including facilities and systems consolidation costs and employment -related costs.

Although USAR and TMRC each expect the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the business, which should allow USAR and TMRC to offset integration -related costs over time, there can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs in the near term or at all. USAR and TMRC may also incur additional costs to maintain employee morale and to retain key employees. USAR and TMRC will also incur significant legal, financial advisory, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed.

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If the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the TMRC stockholders may be required to pay substantial U.S. federal income taxes.

Subject to the limitations and qualifications described in “ Certain Material U.S. Federal Income Tax Considerations of the Mergers ,” the Mergers, taken together, more likely than not qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, there are significant factual and legal uncertainties as to whether the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. Although we expect that requirement to be satisfied in the case of the Mergers, there is an absence of direct guidance on whether and under which circumstances the acquired corporation is treated as having conducted a historic business for purposes of satisfying that requirement in a case in which the acquired corporation, rather than conducting such a historic business directly, holds an interest in a partnership that is engaged in such a business, as is the case with respect to TMRC’s ownership of its interest in Round Top, an entity classified as a partnership for U.S. federal income tax purposes. Neither USAR nor TMRC intends to request a ruling from the IRS with respect to the tax treatment of the Mergers, and no assurance can be given that the IRS will not challenge the treatment of the Mergers as a “reorganization” within the meaning of Section 368(a) of the Code (or the tax consequences described herein) or that a court would not sustain such a challenge. If the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a U.S. Holder (as defined in “ Certain Material U.S. Federal Income Tax Considerations ”) of TMRC Shares that exchanges its TMRC Shares for USAR Shares in the Mergers generally are expected to recognize taxable gain in connection with such exchange in an amount equal to the amount realized by such TMRC stockholder in excess of its adjusted tax basis, if any, and any such gain could be substantial. For a more complete discussion of certain material U.S. federal income tax considerations of the Mergers, see “ Certain Material U.S. Federal Income Tax Considerations of the Mergers ”.

There could be limitations on the utilization of the historic U.S. net operating loss carryforwards of TMRC.

USAR’s ability to utilize TMRC’s historic U.S. net operating loss carryforwards to reduce future taxable income following the consummation of the Mergers may be subject to various limitations under the Code. In general, Section 382 of the Code imposes such a limitation upon the occurrence of ownership changes resulting from issuances of a company’s stock or the sale or exchange of such company’s stock by certain shareholders if, as a result, there is an aggregate change of more than 50% in the beneficial ownership of such company’s stock by such shareholders during any three -year period. The limitation (a “ Section 382 limitation ”) with respect to the loss carryforwards of a company that has undergone such an ownership change generally is equal to (i) the fair market value of such company’s equity multiplied by (ii) a percentage approximately equivalent to the yield on long -term tax -exempt bonds during the month in which the ownership change occurs. In addition, the Section 382 limitation is increased if there are recognized built -in gains during the five -year post -change period, but only to the extent of any net unrealized built -in gain existing on the date of the ownership change. The Mergers could result in an ownership change under Section 382 of the Code with respect to TMRC. As a result, USAR could be subject to the Section 382 limitation with respect to TMRC’s loss carryforwards that exist on the date of the Mergers.

The Merger Agreement limits TMRC’s ability to pursue alternatives to the Mergers.

The Merger Agreement contains provisions that limit TMRC’s ability to solicit, initiate, encourage or take any actions to facilitate competing third -party proposals to acquire all or substantially all of TMRC, subject to certain exceptions relating to the exercise of fiduciary duties by the TMRC Board. These provisions, which include a $3,250,000 termination fee payable under certain circumstances, might discourage a potential competing acquiror that might have an interest in acquiring all or substantially all of TMRC from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Mergers, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire TMRC than it might otherwise have proposed to pay.

If the Mergers are not consummated by December 4, 2026, either USAR or TMRC may choose not to proceed with the Mergers.

Either USAR or TMRC may terminate the Merger Agreement if the Mergers have not been completed by December 4, 2026, unless the failure of the Mergers to be completed has resulted from the failure of the party seeking to terminate the Merger Agreement to perform its obligations.

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The USAR Shares to be received by TMRC stockholders as a result of the Mergers will have different rights from the TMRC Shares.

Upon completion of the Mergers, TMRC stockholders will no longer be stockholders of TMRC but will instead become stockholders of USAR, and their rights as USAR stockholders will be governed by the terms of USAR’s certificate of incorporation and bylaws. The terms of USAR’s certificate of incorporation and bylaws are in some respects materially different than the terms of TMRC’s certificate of incorporation and bylaws, which currently govern the rights of TMRC stockholders. See the section of this proxy statement/prospectus entitled “ Comparison of Rights of Stockholders of USAR and Stockholders of TMRC ” for a discussion of the different rights associated with USAR Shares.

Stockholders of TMRC will have a reduced ownership and voting interest after the Mergers and will exercise less influence over management.

As a result of the Mergers, the percentage ownership of every TMRC stockholder in the combined company will be smaller than the TMRC stockholder’s percentage ownership of TMRC prior to the Mergers. USAR estimates that upon completion of the Mergers, former TMRC stockholders will own approximately 1.5% of the outstanding USAR Shares, and current USAR shareholders will own approximately 98.5% of the outstanding USAR Shares (including outstanding stock -based awards of USAR, conversion of outstanding shares of USAR Series A Preferred Stock and exercise of outstanding USAR Preferred Investor Warrants as of June 9, 2026, and in each case, without giving effect to the securities that will be issued in the Serra Verde Transaction).

Failure to complete the Mergers could negatively impact the future business and financial results of TMRC and USAR.

If the Mergers are not completed for any reason, including the failure to receive the requisite TMRC vote, the ongoing businesses of TMRC and USAR may be adversely affected and TMRC and USAR will be subject to several risks, including the following:

•          USAR and TMRC may experience negative reactions from the financial markets, including negative impacts on the market price of TMRC Shares or USAR Shares, to the extent that the current market prices reflect a market assumption that the Mergers will be completed;

•          USAR would not realize the benefits of the Mergers, which could have a material adverse effect on the results of operations, financial position and cash flows of USAR or the trading price of USAR Shares;

•          the manner in which industry contacts, business partners and other parties perceive USAR and TMRC may be negatively impacted, which in turn could affect TMRC’s operations or their ability to compete for new business or obtain renewals in the marketplace more broadly;

•          TMRC may be required, under certain circumstances, to pay USAR a termination fee of $3,250,000 under the Merger Agreement;

•          USAR and TMRC will be required to pay certain costs relating to the Mergers, whether or not the Mergers are completed, such as legal, accounting, financial advisor and printing fees;

•          under the Merger Agreement, USAR and TMRC are subject to certain restrictions on the conduct of their respective businesses prior to completion of the Mergers, which may adversely affect their ability to execute certain of their respective business strategies;

•          matters relating to the Mergers may require substantial commitments of time and resources by USAR’s management and TMRC’s management, which could otherwise have been devoted to other opportunities that may have been beneficial to each of USAR and TMRC as an independent company; and

•          USAR and TMRC also could be subject to litigation related to any failure to complete the Mergers or to enforcement proceedings commenced against USAR and TMRC to perform their respective obligations under the Merger Agreement.

If the Mergers are not completed, USAR and TMRC cannot assure you that the risks described above will not materialize and will not materially affect the business and financial results of USAR and TMRC.

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The issuance of USAR Shares in the Mergers and other future issuances will dilute the voting power of USAR shareholders and could dilute their percentage interest in any future earnings of USAR.

In connection with the Mergers, USAR will issue 3,823,328 USAR Shares to TMRC shareholders as consideration. In addition, USAR’s current and future shareholders will also be impacted by other transactions that are currently pending or that have been consummated since the date of the Merger Agreement, or that may be entered into in the future, including (1) USAR’s agreement to issue 126,849,307 USAR Shares as merger consideration in connection with the Serra Verde Transaction, (2) the issuance of 16,132,790 USAR Shares and a warrant to purchase 17,600,584 USAR Shares (at an exercise price of $17.17 per USAR Share) to the U.S. Department of Commerce on June 3, 2026 in connection with the Parent Loan Agreement (as defined below), (3) USAR’s commitment to issue approximately $13.5 million of USAR Shares (or pay cash) to Carester in connection with the Carester Transaction, and (4) the issuance of an aggregate of 10,100,000 USAR Shares as earnout shares upon the achievement of the applicable market -price conditions (5,050,000 USAR Shares issued on April 15, 2026 and 5,050,000 USAR Shares issued on May 15, 2026).

In the future, USAR may issue additional USAR Shares in connection with another acquisition, to increase its capital resources or for other reasons. Additional common stock offerings may dilute the holdings of USAR’s existing stockholders or reduce the market price of USAR Shares, or both. USAR may also issue shares of USAR preferred stock, which may be viewed as having adverse effects upon the holders of common stock.

As a result, the issuance of USAR Shares in the Mergers and other future issuances will reduce the relative voting power of existing USAR stockholders and TMRC shareholders who become USAR shareholders as a result of the Mergers and could dilute their percentage interest in any future earnings, dividends or other distributions of USAR. The actual extent of any such dilution will depend on a number of factors, including the future operating results of USAR and the combined company and the timing and amount of any future issuances of USAR Shares or other equity securities by USAR.

USAR may be unable to satisfy the milestones and other conditions required to access funding under the Parent Loan Agreement .

USAR’s business plans and capital requirements depend, in part, on its ability to obtain U.S. government financing on acceptable terms and on the anticipated timeline. The negotiation, execution and effectiveness of any such financing are subject to a number of conditions precedent and final government approvals outside USAR’s control, and changes in U.S. governmental policy or budgetary priorities, changes in administration, congressional action or shifts in the strategic priorities of the relevant U.S. government counterparties could result in material changes to the proposed terms or in the abandonment of the proposed financing altogether. For example, on June 3, 2026, USAR entered into (i) a direct funding agreement among USAR, certain subsidiaries of USAR, as guarantors, and the DOC, providing for direct funding awards with a maximum award amount of $277.0 million, and (ii) a loan guarantee agreement among USAR, certain subsidiaries of USAR, as guarantors, and the DOC, pursuant to which the DOC has agreed to guarantee USAR’s repayment of advances in an aggregate principal amount of up to $1.3 billion made by the Federal Financing Bank pursuant to a note purchase agreement among USAR, the Federal Financing Bank and the Secretary of Commerce (collectively, the “Parent Loan Agreement”). In connection with the Parent Loan Agreement, USAR issued to the DOC 16,132,790 USAR Shares and a warrant to purchase 17,600,584 USAR Shares at an exercise price of $17.17 per USAR Share (collectively, the “DOC Securities”). USAR’s ability to draw down funds under the Parent Loan Agreement is subject to the achievement of construction, operational, financial and other milestones over an extended period of time, compliance with affirmative and negative covenants and the absence of defaults. The failure to satisfy any such milestones or conditions could delay or prevent USAR from accessing all or a portion of the funding on the anticipated terms or at all, could result in a clawback of amounts previously disbursed, could give rise to an event of default under the Parent Loan Agreement and could require USAR to seek replacement financing on less favorable terms. In addition, the DOC will retain 100% of the DOC Securities whether or not USAR receives any or all of the funding contemplated by the Parent Loan Agreement and even if any such funding is received and subsequently clawed back, which would materially increase the effective dilution to other stockholders. The DOC’s equity interest in USAR and its broader role as a counterparty and regulator may limit USAR’s ability to pursue strategic transactions and may affect USAR’s relationships with customers, suppliers, partners and other counterparties. If USAR is unable to access the contemplated financing in a timely manner or in the amounts currently anticipated, it may need to delay, scale back or restructure its development plans, seek alternative financing on less favorable terms or forego certain business opportunities, any of which could adversely affect USAR’s business, financial condition, results of operations and growth prospects.

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In addition to the Mergers and the other transactions described in this proxy statement / prospectus, USAR may pursue and consummate additional acquisitions or other strategic transactions at any time, which may be announced before, concurrently with or after the special meeting and which could be material to USAR and the combined company.

As part of its ongoing business strategy, USAR regularly evaluates potential acquisition opportunities and other strategic transactions in the ordinary course of business, and from time to time engages in discussions and negotiations with potential acquisition targets, partners and others and may enter into letters of intent, term sheets or other preliminary agreements with respect to potential acquisitions or other strategic transactions. In addition to the Mergers, USAR has entered into the Parent Loan Agreement with the DOC and has entered into definitive agreements in respect of the Carester Transaction and the Serra Verde Transaction. USAR may, at any time before, concurrently with or following the special meeting and the closing of the Mergers, enter into additional letters of intent or definitive agreements with respect to additional acquisitions or strategic transactions, subject to the restrictions in the Merger Agreement on USAR’s pre -closing conduct described under “ The Merger Agreement — Conduct of Business Prior to the Consummation of the Mergers ”. There can be no assurance that any such transaction will be consummated on the terms contemplated, or at all. Any such additional transaction may be material to USAR and the combined company and could result in additional dilution to USAR stockholders, the incurrence of additional indebtedness, the assumption of unknown or contingent liabilities, integration challenges, diversion of management’s attention and additional transaction costs. The pendency, announcement or consummation of any such additional transaction, or the failure to consummate any such transaction, could have a material adverse effect on USAR’s and the combined company’s business, financial condition, results of operations and prospects, and on the trading price of USAR Shares.

The Mergers are not conditioned on the Carester Transaction, the Serra Verde Transaction, or any other acquisitions or strategic transactions that USAR is pursuing, or may in the future pursue. USAR may fail to consummate the Carester Transaction and/or the Serra Verde Transaction, which could have an adverse effect on the price of the USAR Shares, reducing the value of the consideration the TMRC Shareholders will receive in the Transactions. Further, TMRC shareholders voting on the Merger Proposal will not have the opportunity to evaluate, and are not being asked to approve, the specific terms of any such additional transactions, which may not be known at the time of the special meeting.

The unaudited forecasted financial information included in this proxy statement / prospectus is for illustrative purposes only and the actual financial condition and results of operations of USAR after the Mergers may differ materially.

The unaudited forecasted financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what USAR’s actual financial condition or results of operations would have been had the Mergers been completed on the dates indicated, nor is it indicative of the future financial condition or results of operations of the combined company.

The financial projections included in this proxy statement/prospectus were not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants. The financial projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, TMRC’s management. BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda have not audited, reviewed, examined, compiled, or applied agreed -upon procedures with respect to the financial projections included in this proxy statement/prospectus. Accordingly, BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda do not express an opinion or any other form of assurance with respect thereto. The reports of BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda, incorporated by reference or included in this proxy statement/prospectus relate to previously issued financial statements and do not extend to the forecasted financial information, and should not be read to do so.

Further, no other independent accountants have compiled, examined or performed any procedures with respect to the forecasted financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or the achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, the forecasted financial information. The reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement/prospectus and should not be read to do so. The forecasted financial information included in this proxy

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statement/prospectus speaks only as of the date on which such information was prepared, and neither USAR or TMRC undertakes any obligation, other than as required by applicable law, to update the forecasted financial information included herein to reflect events or circumstances after the date the forecasted financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The market price of USAR Shares may continue to fluctuate after the Mergers.

The market price of USAR Shares may fluctuate significantly following completion of the Mergers and USAR Shareholders could lose some or all of the value of their investment in such shares. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, USAR Shares, regardless of USAR’s actual operating performance.

Shareholder litigation could prevent or delay the completion of the Mergers or otherwise negatively impact the business and operations of USAR and TMRC.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on USAR’s and TMRC’s respective liquidity and financial condition.

Although TMRC and USAR are not aware of any pending or threatened lawsuits relating to the Transactions as of the date of this proxy statement/prospectus, lawsuits arising out of the Transactions could be filed in the future.

One of the conditions to the closing of the Mergers is that no order, injunction or decree issued by any court or government entity of competent jurisdiction or other legal restraint preventing the consummation of the Mergers or any of the other transactions contemplated by the Merger Agreement be in effect. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers or any of the other transactions contemplated by the Merger Agreement, then such injunction may delay or prevent the Mergers from being completed within the expected timeframe or at all, which may adversely affect USAR’s and TMRC’s respective business, financial position and results of operations. Even if such injunction is eventually lifted and the Mergers are later completed, the resulting delays and costs incurred may continue to affect the combined company following the completion of the Mergers.

Additionally, there can be no assurance that any of the defendants will be successful in the outcome any potential lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Mergers are completed may adversely affect the combined company’s business, financial condition, results of operations and cash flows.

Risks Related to TMRC

Risks Associated with TMRC’s Investment in RTMD

Failure to fund cash calls.

USAR OpCo, as manager, will issue monthly cash calls pursuant to adopted Budgets. Both parties, as members, will have 10 days after receipt of such a billing to meet the cash call. Failure to meet a cash call results in dilution. The governing provisions of the Operating Agreement with respect to cash calls and dilution are as follows:

Cash Calls .

On the basis of the adopted program and budget then in effect, the manager will submit to each member monthly cash calls at least 10 days before the last day of each month, and within 10 days of receipt, (a) USAR OpCo will pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest and (b) TMRC will either (i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the applicable estimated cash requirements that TMRC will contribute, being the Notice of Non -Contribution . Failure by TMRC to deliver payment of its proportionate share of the estimated cash requirements, as an additional

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capital contribution, or to deliver a Notice of Non -Contribution within the 10 day period shall automatically be considered a “Deemed Non -Contribution ” and shall have the same effect as if TMRC provided a timely Notice of Non -Contribution with respect to non -contribution of its entire proportionate share of the applicable cash call.

Remedies for Failure to Meet Cash Calls

Non -Contribution .     Capital contributions only will be made to fund programs and budgets. If TMRC does not contribute all or any portion of any additional capital contribution that it is required to contribute pursuant to a Notice of Non -Contribution or a Deemed Non -Contribution , then USAR OpCo shall fund the entire shortfall, being the Shortfall Amount, within 5 business days after the Notice of Non -Contribution or Deemed Non -Contribution .

Dilution.     Upon the contribution of the Shortfall Amount by USAR OpCo, the interests of the members will be recalculated based on the adjustment provision set forth below in the sub -heading “— Adjustment of Interests”.

Maximum Dilution.     The dilution of TMRC shall not fall below a 3% interest in RTMD, being the Minimum Percentage Interest. Upon the contribution by USAR OpCo of a Shortfall Amount which otherwise would result in a dilution of TMRC below the Minimum Percentage Interest, USAR OpCo will receive a priority distribution of available cash, in addition to a distribution of available cash to which USAR OpCo otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant to the applicable cash call request, up to the Shortfall Amount that would have resulted in TMRC’s interest being further diluted but for the Minimum Percentage Interest, being the Priority Distribution. The Priority Distribution will continue until USAR OpCo has been reimbursed for its contribution of the Shortfall Amount that would have resulted in TMRC having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available cash pro rata in proportion to their respective interests.

Adjustment of Interests .

If USAR OpCo contributes the Shortfall Amount, then the then current interest of TMRC will be reduced (subject to the Minimum Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget, by a fraction, expressed as a percentage:

•          the numerator of which equals the Shortfall Amount actually funded by USAR OpCo; and

•          the denominator of which equals the market capitalization of TMRC.

As such, the failure by TMRC to fund cash calls will result in dilution to its membership interest in RTMD, which could be significant over time and could ultimately reduce TMRC to a 3% membership interest and possibly a Priority Distribution owed to USAR OpCo, as described above. Dilution to TMRC’s membership interest in RTMD will adversely affect the value of TMRC and likely the value of the TMRC Shares. A decrease in TMRC’s market capitalization will negatively impact the dilution calculation. TMRC currently does not have the necessary capital to fund future cash calls and there can be no assurance that it will be able to raise additional capital to fund cash calls. Moreover, the raising of capital by issuing TMRC Shares will result in dilution to TMRC’s then existing common stockholders.

Certain RTMD matters that require unanimous management committee approval will not be applicable if TMRC’s membership interest falls below 15% in Round Top .

Meetings of the RTMD management committee will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting is by simple majority except for certain “major decisions” that require a unanimous vote. So long as TMRC maintains a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If TMRC’s ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five bullet points below). If TMRC is acquired by a REE mining company or sells its ownership interest to a REE mining company, in each case who elects a majority of the TMRC Board, this unanimous approval requirement can be suspended by USAR OpCo, at its option. The major decisions requiring unanimous approval, as set forth above, are:

•          approval of an amendment to any Budget that causes the Budget to increase by 15% or more, except for emergencies;

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•          other than purchase money security interests or other security interests in Round Top equipment to finance the acquisition or lease of RTMD equipment used in operations, the consummation of a project financing or the incurrence by RTMD of any indebtedness for borrowed money that requires the guarantee by any member of any obligations of RTMD;

•          substitution of a member under certain circumstances and dissolution of RTMD;

•          the issuance of an ownership interest or other equity interest in RTMD, or the admission of any person as a new member of RTMD, other than in connection with the exercise of a right of first offer by a member;

•          the redemption of all or any portion of an ownership interest, except for limited circumstances provided for in the Operating Agreement;

•          a decision to grant authorization for RTMD to file a petition for relief under any chapter of the United States Bankruptcy Code, to consent to such relief in any involuntary petition filed against RTMD by any third party, or to admit in writing any insolvency of RTMD or inability to pay its debts as they become due, or to consent to any receivership of RTMD;

•          the acquisition or disposition of significant mineral rights, other real property or water rights outside of the area of interest as set forth in the Operating Agreement or outside of the ordinary course of business;

•          the merger of RTMD into or with any other entity; and

•          the sale of all or substantially all of RTMD’s assets.

Any future dilution of TMRC’s membership interest in RTMD below 15% will adversely impact its input with respect to certain RTMD corporate actions, which could adversely affect it.

TMRC has relied on an exclusion from the definition of “investment company” in order to avoid being subject to the Investment Company Act of 1940. To the extent the nature of TMRC’s business changes in the future or its reliance on the exclusion is misplaced, TMRC may become subject to the requirements of the 1940 Act, which would limit its business operations and require it to spend significant resources in order to comply with the 1940 Act.

The 1940 Act defines an “investment company,” among other things, as an issuer that is engaged in the business of investing, reinvesting, owning, holding or trading in securities and owns investment securities having a value exceeding 40 percent of the issuer’s unconsolidated assets, excluding cash items and securities issued by the federal government. However, the 1940 Act excludes from this definition any company substantially all of whose business consists of owning or holding oil, gas or other mineral royalties or leases or fractional interests therein, or certificates of interest or participation relating to such mineral royalties or leases. TMRC believes that it satisfies this mineral company exception to the definition of “investment company.” If TMRC’s reliance on the mineral company exclusion from the definition of investment company is misplaced, it may have been in violation of the 1940 Act, the consequences of which can be significant. For example, investment companies that fail to register under the 1940 Act are prohibited from conducting business in interstate commerce, which includes selling securities or entering into other contracts in interstate commerce. Section 47(b) of the 1940 Act provides that a contract made, or whose performance involves, a violation of the 1940 Act is unenforceable by either party unless a court finds that enforcement would produce a more equitable result than non -enforcement . Similarly, a court may not deny rescission to any party seeking to rescind a contract that violates the 1940 Act, unless the court finds that denial of rescission would produce a more equitable result than granting rescission. Accordingly, for example, any investor who purchases TMRC’s securities during any period in which it was required to register as investment company may seek to rescind their subscriptions.

If in the future the nature of TMRC’s business changes, or a regulatory agency would disagree with its analysis regarding the exclusion from the 1940 Act, such that the mineral company exception to the threshold definition of investment company is not available to it, TMRC will be required to register as an investment company with the SEC. The ramifications of becoming an investment company, both in terms of the restrictions it would have on TMRC and the cost of compliance, would be significant. For example, in addition to expenses related to initially registering as an investment company, the 1940 Act also imposes various restrictions with regard to TMRC’s ability to enter into affiliated transactions, the diversification of its assets and its ability to borrow money. If TMRC became subject to

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the 1940 Act at some point in the future, its ability to continue pursuing its business plan would be severely limited as it would be significantly more difficult for it to raise additional capital in a manner that would comply with the requirements of the 1940 Act. To the extent TMRC is unable to raise additional capital, it may be forced to discontinue its operations or sell or otherwise dispose of its mineral assets.

Risks Related to TMRC’s Business, Including Being an Owner of a Minority Membership Interest in a Mineral Project Being Operated by RTMD

TMRC’s financial statements have been prepared assuming that it will continue as a going concern.

TMRC’s financial statements have been prepared assuming that it will continue as a going concern. TMRC has an accumulated deficit from inception through August 31, 2025, of approximately $45,110,000, has yet to achieve profitable operations, and projects further losses in the development of its business. At August 31, 2025, TMRC had a working capital surplus of approximately $506,000; however its ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

TMRC does not have sufficient capital to fund any cash calls expected during the fiscal year ending August 31, 2026 or thereafter. Moreover, TMRC only has sufficient cash to fund expected general and administrative expenses and related costs through August 31, 2026. TMRC has not been informed by RTMD of the estimated budget for the 12 months ending August 31, 2026. During the fiscal year ended August 31, 2025, TMRC did not fund its $631,042 portion of the $3,304,829 total cash call by RTMD, and elected to incur dilution to its RTMD membership interest which as of August 31, 2025 was approximately 18.8%. Subsequent thereto, TMRC received cash calls for September, October and November 2025 which resulted in the dilution of its Round Top membership to approximately 18.7% as of December 31, 2025. The failure of TMRC to make required cash calls to RTMD during the remainder of its 2026 fiscal year will result in further dilution to its membership interest. TMRC currently expects to incur continued dilution to its membership interest in Round Top rather than to fund its cash call obligations during the fiscal year ending August 31, 2026. TMRC has sufficient cash to fund general and administrative expenses and related costs through August 31, 2026. There can be no assurance that TMRC will be able to raise the necessary capital to fund its cash calls (if it determines not to continue to incur dilution) and expected general and administrative expenses and related costs subsequent to August 31, 2026. TMRC has no firm commitments for equity or debt financing and any financing that may be obtained will be on a best efforts basis. Based on these factors, there is substantial doubt as to TMRC’s ability to continue as a going concern for a period of twelve months from the issuance date of its financial statements. The failure to obtain sufficient financing may cause TMRC to curtail, cease or discontinue operations.

TMRC has a history of losses and will require additional financing to fund operations. Failure to obtain additional financing could have a material adverse effect on its financial condition and results of operation and could cast uncertainty on its ability to continue as a going concern in future periods.

During the fiscal year ended August 31, 2025, TMRC had no revenues. For the fiscal year ended August 31, 2025, its net loss was approximately $1,933,000 and its accumulated deficit at August 31, 2025 was approximately $45,110,000. At August 31, 2025, its cash position was approximately $590,000 and its working capital surplus was approximately $506,000. RTMD has not commenced commercial production on any of its mineral properties, and there can be no assurance that the Round Top Project will ever commence commercial production.

During the fiscal year ending August 31, 2026, it is likely that USAR will be required to fund TMRC’s portion of the current RTMD Budget to optimize the leaching and developing of the CIX/CIC processing of the Round Top Project, based on TMRC’s current cash position (which will result in dilution to TMRC’s membership interest in RTMD). Initial process design work has been carried out at USAR’s facility in Wheat Ridge, Colorado. It is estimated that the Round Top Project will require additional time and further expenditure to complete a bankable feasibility study, if at all.

TMRC will likely continue to elect to incur dilution to its RTMD membership interest in lieu of providing cash payments to fund its portion of the RTMD Budget, as it does not have sufficient capital to fund any cash calls during the fiscal year ending August 31, 2026 or thereafter. TMRC lacks sufficient capital to fund general and administrative expenses subsequent to August 31, 2026, as its current capital resources only cover expected general and administrative expenditures through August 31, 2026. There can be no assurance that TMRC will be able to raise additional capital to

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fund its operations subsequent to August 31, 2026 (or earlier if necessary). TMRC’s failure to fund its portion of the RTMD Budget during this current fiscal year and/or thereafter will result in the continued dilution of its membership interest in RTMD (approximately 18.7% as of December 31, 2025), which dilution during this current fiscal year and/or thereafter could be significant, and the failure to fund general and administrative expenses subsequent to August 31, 2026 would likely cause TMRC to curtail or cease its operations. The most likely source of future financing presently available to TMRC is through the sale of its securities, of which there is no assurance that it will be able to raise additional capital on reasonable terms, if at all. Any sale of TMRC Shares to raise capital will result in dilution of equity ownership to existing stockholders. This means that if TMRC sells TMRC Shares, more shares will be outstanding and each existing stockholder will own a smaller percentage of the shares then outstanding. Additionally, the actual or perceived sale of additional TMRC Shares could have the effect of decreasing TMRC’s stock price, which would further exacerbate dilution to existing shareholders (as well as negatively impacting the dilution calculation of TMRC’s membership interest in RTMD). Alternatively, TMRC may rely on debt financing and assume debt obligations that require it to make substantial interest and principal payments. Also, TMRC may issue or grant warrants or options in the future pursuant to which additional TMRC Shares may be issued. Exercise of such warrants or options will result in dilution of equity ownership to TMRC’s existing stockholders. TMRC has no firm commitments with respect to obtaining equity or debt financing and, accordingly, it will be reliant upon a best efforts financing strategy. The failure to obtain sufficient financing in this current fiscal year (or subsequent thereto) will result in the continued dilution of TMRC’s membership interest in RTMD (which could be significant) and will likely cause it to curtail or discontinue operations if it is unable to fund general and administrative expenses after August 2026.

TMRC has a limited operating history on which to base an evaluation of its business and properties.

Any investment in TMRC should be considered a high -risk investment because investors will be placing funds at risk in an early stage, under -capitalized business with unforeseen costs, expenses, competition, a history of operating losses and other problems to which start -up ventures are often subject. Investors should not invest in TMRC unless they can afford to lose their entire investment. Your investment must be considered in light of the risks, expenses, and difficulties encountered in establishing a new business in a highly competitive and mature industry. TMRC’s operating history has been restricted to the sampling of the Round Top Project and this does not provide a meaningful basis for an evaluation of the Round Top Project. Other than through conventional and typical exploration methods and procedures, TMRC has no additional way to evaluate the likelihood of whether the Round Top Project contains commercial quantities of mineral reserves or, if it does, that it will be operated successfully. TMRC anticipates that it will continue to incur operating costs in the form of cash calls in connection with its approximately 18.7% (as of December 31, 2025) membership interest in RTMD without realizing any revenues during the foreseeable future. If TMRC continues to satisfy its RTMD cash call obligations through dilution to its then current membership interest, then it will incur continued dilution to its membership interest, which could be significant. Substantially all of TMRC’s business consists of owning such minority membership interest in RTMD as of the date of this proxy statement/prospectus.

The Round Top Project is in the exploration stage. There is no assurance that RTMD can establish the existence of any mineral reserve from the Round Top Project in commercially exploitable quantities. Until then, TMRC cannot earn any revenues from the Round Top Project, and our business could fail.

TMRC has not established that the Round Top Project contains any commercial exploitable quantities of mineral reserve, nor can there be any assurance that TMRC will be able to do so. The probability of the Round Top Project ever having a commercial exploitable mineral reserve is uncertain. Even if TMRC does eventually discover commercial exploitable quantities of mineral reserve on the Round Top Project, there can be no assurance that it can be developed into a producing mine and extract those minerals. Both mineral exploration and development involve a high degree of risk and few properties, which are explored, are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond TMRC’s control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

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Even if commercial viability of a mineral deposit is established, it may take several years in the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable reserves through drilling and bulk sampling, to determine the optimal metallurgical process to extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities. Because of these uncertainties, no assurance can be given that TMRC’s exploration programs will result in the establishment or expansion of a mineral deposit or reserves.

The Round Top Project is a high risk project and investors should not make an investment in TMRC unless you have the ability to lose your entire investment.

There is no history of producing metals from the Round Top Project.

There is no history of producing metals from the Round Top Project. The Round Top Project is an exploration stage property in the early stage of exploration and evaluation. Advancing properties from exploration into the development stage requires significant capital and time, and successful commercial production from the Round Top Project, if any, will be subject to completing feasibility studies, permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As a result, TMRC is subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

•          completion of feasibility studies to verify reserves and commercial viability, including the ability to find sufficient REE reserves to support a commercial mining operation;

•          the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;

•          the availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required;

•          the availability and cost of appropriate smelting and/or refining arrangements, if required, and securing a commercially viable sales outlet for products;

•          compliance with environmental and other governmental approval and permit requirements;

•          the availability of funds to finance exploration, development and construction activities, as warranted;

•          potential opposition from non -governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent development activities;

•          dilution to TMRC’s membership interest in RTMD, which could be significant;

•          potential increases in exploration, construction and operating costs due to changes in the cost of fuel, power, materials and supplies; and

•          potential shortages of mineral processing, construction and other facilities related supplies.

The costs, timing and complexities of exploration, development and construction activities may be increased by the location of the Round Top Project (or other properties that may subsequently be acquired) and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if warranted, development, construction and mine start -up activities. Accordingly, RTMD’s activities may not result in profitable mining operations and RTMD may not succeed in establishing mining operations or profitably producing metals with respect to the Round Top Project. This is a high risk project and investors should not make an investment in TMRC unless you have the ability to lose your entire investment.

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If RTMD establishes the existence of a mineral reserve in the Round Top Project in a commercially exploitable quantity, of which there can be no assurance, TMRC will require additional capital in order to maintain its current membership interest in RTMD and fund its proportionate costs to develop the property into a producing mine. If TMRC cannot raise this additional capital, its membership interest in RTMD will be diluted, its membership interest will lose value, and TMRC could fail.

RTMD will be required to expend significant funds to determine if there exist mineral reserves in commercially exploitable quantities in the Round Top Project, and then RTMD will be required to expend substantial additional sums of money to establish the extent of the reserve, develop processes to extract it and develop extraction and processing facilities and infrastructure. Each of USAR OpCo and TMRC, as the members of RTMD, will likely need to fund such expenditure. TMRC’s failure to raise capital to fund its portion of future cash calls will result in its membership interest in RTMD being further diluted. RTMD does not have adequate capital to fund expenditures at the project level, therefore requiring the members to fund cash calls based upon TMRC’s current ownership interests in RTMD and it can elect to satisfy its cash call obligations through incurring dilution to its RTMD membership interest. There is no assurance that any RTMD project level financing can ever be obtained, which will depend initially upon obtaining a preliminary feasibility study which has not been obtained to date and of which there can be no assurance that such a preliminary feasibility study will be obtained. As such, there is no assurance that, either at the member level or project level, the necessary financing can be obtained to develop necessary facilities and infrastructure to accomplish TMRC’s goals. Although RTMD may derive substantial benefits from the discovery of a mineral deposit, there can be no assurance that such a deposit will be large enough to justify commercial operations, nor can there be any assurance that RTMD will be able to raise the funds at the RTMD level required for development on a timely basis. If RTMD cannot raise the necessary capital at the RTMD level or complete the necessary facilities and infrastructure, cash calls from the members will continue and if TMRC can’t fund its portion, its membership interest in TMRC will continue to be diluted (which dilution could be significant) and/or TMRC’s business may fail and your investment in TMRC Shares will be lost. TMRC’s membership interest was approximately 18.7% as of December 31, 2025, and it should be expected that TMRC’s membership interest in RTMD will be further diluted during this current fiscal year.

TMRC’s exploration activities may not be commercially successful.

TMRC’s long -term success depends on its ability to identify mineral deposits in the Round Top Project or other properties it may acquire, if any, that it can then develop into commercially viable mining operations. TMRC’s belief that the Round Top Project contains commercially exploitable minerals has been based solely on preliminary tests that RTMD has conducted and data provided by third parties (including USAR). There can be no assurance that the tests and data upon which TMRC has relied is correct or accurate and, accordingly, there is no assurance that the Round Top Project contains commercially exploitable minerals. Moreover, mineral exploration is highly speculative in nature, involves many risks and is frequently non -productive . Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of exploration programs. The success of mineral exploration and development is determined in part by the following factors:

•          the identification of potential mineralization based on analysis;

•          the availability of exploration permits;

•          the quality of TMRC’s management and TMRC’s geological and technical expertise; and

•          the capital available for exploration.

Substantial expenditures and time are required to establish existing proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, allowable production, importing and exporting of minerals and environmental protection. Any one or a combination of these factors may result in TMRC not receiving a return on our investment in RTMD or any other mineral project TMRC may pursue. The decision to abandon a project will have an adverse effect on the market value of TMRC’s securities and its ability, if any, to raise future financing. Accordingly, there can be no assurance that TMRC’s exploration activities will be commercially successful.

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Increased costs could affect TMRC’s financial condition.

TMRC anticipates that costs at the Round Top Project if and as it may be developed, if warranted, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on operations at the Round Top Project as well as RTMD member funding requirements.

Macroeconomic conditions, and domestic and global political turbulence could have a materially adverse impact on TMRC’s business, financial condition, or results of operations.

Macroeconomic conditions, such as high inflation, changes to monetary policy, high interest rates, volatile currency exchange rates, decreasing consumer confidence and spending, tariffs and other economic measures implemented or to be adopted by The Trump Administration and global or local recessions could negatively impact TMRC’s business, financial condition, or results of operations. Recent macroeconomic conditions have been and likely will continue to be adversely impacted by political instability and military hostilities in multiple geographies (including the ongoing conflict between Ukraine and Russia and the conflict in the Middle East). The results of these macroeconomic conditions, and the actions taken by governments and consumers in response, have, and may continue to, result in higher inflation and higher interest rates in the U.S. and globally, which may, in turn, lead to an increase in costs and cause changes in fiscal and monetary policy, including additional increased interest rates.

There is no assurance that TMRC will enter into any agreement with respect to the potential Alhambra project owned by Santa Fe or that this project will proceed.

While TMRC has entered into a mineral exploration and option agreement with Santa Fe, there is no assurance TMRC will enter into a formal joint venture agreement or otherwise pursue this project. Even if TMRC enters into a formal joint venture agreement with Santa Fe, there is no assurance that this project will be economically feasible, that exploration will be successful or that this project will be a commercial success. TMRC is currently pursuing financing sources for this project and there can be no assurance that TMRC will be able to arrange and procure necessary financing to commercially exploit a silver property currently held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. The status of TMRC’s electromagnetic surveying and testing with respect to this project is preliminary in nature and there can be no assurance that this project will proceed or that results will be positive. There can be no assurance that TMRC will have the financial resources to continue to fund exploration activities in future periods, thus jeopardizing the continuation of the option. There is no assurance that this project will ever materialize.

There is no assurance that the Steeple Rock non-binding letter of intent will result in a definitive agreement or result in materialization of a possible mining venture.

There can be no assurance that entry into the Steeple Rock non -binding letter of intent will result in a definitive agreement or, if a definitive agreement is reached, the potential project will proceed on the preliminary and general terms as currently contemplated. Legal, regulatory, business and financial diligence, along with the procurement of necessary capital to proceed with this potential project in an amount to be determined (of which there can be no assurance the necessary capital can be procured to proceed with this potential project), will need to be satisfactorily completed by the parties, as well as other customary conditions and approvals. As such, there can be no assurance that this possible mining venture will ever materialize.

Licensing and permitting of mining operations in the State of New Mexico is difficult and could have a material effect on the length of time and cost of securing the required permits.

Regulatory agencies governing permitting include the New Mexico Mining and Minerals Division of the State of New Mexico, New Mexico Environmental Department, New Mexico Office of the State Engineer, the US Forest Service, the US Fish and Wildlife Service, the EPA, Mine Safety and Health Administration and Grant County, New Mexico. The Permitting process is also vulnerable to the influence of various non -governmental organizations hostile to mining. Accordingly, there is no assurance that TMRC will be able to obtain the necessary permits with respect to the Alhambra project, either at the state or federal level.

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A shortage of equipment and supplies could adversely affect our ability to operate our business.

RTMD is and will be dependent on various supplies and equipment to carry out mining exploration and, if warranted, development operations. The shortage and/or costs of such supplies, equipment and parts could have a material adverse effect on the ability to carry out RTMD’s operations and therefore limit or increase the cost of production.

Mining and mineral exploration is inherently dangerous and subject to conditions or events beyond TMRC’s control, which could have a material adverse effect on its business and plans.

Mining and mineral exploration involves various types of risks and hazards, including:

•          environmental hazards;

•          power outages;

•          metallurgical and other processing problems;

•          unusual or unexpected geological formations;

•          personal injury, flooding, fire, explosions, cave -ins , landslides and rock -bursts ;

•          inability to obtain suitable or adequate machinery, equipment, or labor;

•          metals losses;

•          fluctuations in exploration, development and production costs;

•          labor disputes;

•          unanticipated variations in grade;

•          mechanical equipment failure; and

•          periodic interruptions due to inclement or hazardous weather conditions.

These risks could result in damage to, or destruction of, the Round Top Project, production facilities or other properties, personal injury, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability. RTMD may not be able to obtain insurance to cover these risks at economically feasible premiums. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, may be prohibitively expensive. RTMD may suffer a material adverse effect on its business if not covered by insurance policies.

The figures for mineralization are estimates based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

Unless otherwise indicated, mineralization figures presented in this proxy statement/prospectus and in TMRC’s and USAR’s filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by independent geologists and internal geologists. When making determinations about whether to advance to development any project that TMRC has or may have interest in, TMRC will be reliant upon such estimated calculations as to the mineral reserves and grades of mineralization on its properties. Until ore is actually mined and processed, mineral reserves and grades of mineralization must be considered as estimates only. All resource and grade estimates are based one validated analytical methods. However, any procedure for analyzing small amounts of metals in a chemically complex matrix may be subject to error and other uncertainties.

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Estimates made to date rely on geophysical data, and geophysics is an indirect method of exploration and must be verified by drilling and underground investigation. Additionally, estimates can be imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. TMRC cannot assure you that:

•          these interpretations and inferences will be accurate;

•          mineralization estimates will be accurate; or

•          this mineralization can be mined or processed profitably.

Investors should not rely upon any such figures in making an investment decision to acquire TMRC Shares.

The Round Top Project operations may contain significant uninsured risks which could negatively impact future profitability.

Any exploration of the Round Top Project will be subject to certain risks, including unexpected or unusual operating conditions including rock bursts, cave -ins , flooding, fire and earthquakes. It is not always possible to insure against these risks. Should events such as these arise, they could reduce or eliminate TMRC’s investment in RTMD as well as result in increased costs and a decline in the value of TMRC’s investment in RTMD.

Mineral operations are subject to market forces outside of TMRC’s control which could negatively impact it .

The marketability of minerals is affected by numerous factors beyond TMRC’s control including market fluctuations, government regulations and trade policies relating to prices, taxes, tariffs, royalties, allowable production, imports, exports and supply and demand. One or more of these risk elements could have an impact on the costs of the Round Top Project operations and, if significant enough, could impact TMRC’s investment in RTMD.

TMRC may be adversely affected by fluctuations in demand for, and prices of, rare earth minerals and products.

TMRC’s goal is for RTMD to derive revenues, if any (and of which there can be no assurance), from the sale of rare earth and related minerals by RTMD. Changes in demand for, and the market price of, these minerals could significantly affect TMRC. The value and price of TMRC Shares and its financial results may be significantly adversely affected by declines in the prices of rare earth minerals and products. Rare earth minerals and product prices may fluctuate and are affected by numerous factors beyond TMRC’s control such as interest rates, exchange rates, tariffs and other economic measures, inflation or deflation, fluctuation in the relative value of the U.S. dollar against foreign currencies on the world market, global and regional supply and demand for rare earth minerals and products, and the political and economic conditions of countries (including specifically China and the U.S.’s relationship and trade policies with China at any given time) that produce rare earth minerals and products.

A prolonged or significant economic contraction in the United States or worldwide could put further downward pressure on market prices of rare earth minerals and products. Protracted periods of low prices for rare earth minerals and products could significantly reduce any future revenues and the availability of required development funds in the future. This could cause substantial reductions to, or a suspension of, REO production operations, impair asset values and if reserves are established on our prospects, reduce TMRC’s proven and probable rare earth ore reserves.

In contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to rare earth minerals supply and demand and ultimately to the broader markets. Periods of high rare earth mineral market prices generally are beneficial to TMRC. However, strong rare earth mineral prices also create economic pressure to identify or create alternate technologies that ultimately could depress future long -term demand for rare earth minerals and products, and at the same time may incentivize development of otherwise marginal mining properties.

Permitting, licensing and approval processes are required for the operations at the Round Top Project and obtaining and maintaining required permits and licenses is subject to conditions which may be unable to be achieved.

Both mineral exploration and extraction at the Round Top Project requires permits from various federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health,

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waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Permits known to be required are (i) an operating plan for the conduct of exploration and development approved by the GLO, (ii) an operating plan for production approved by the GLO, (iii) various reporting to and approval by the Texas Railroad Commission regarding drilling and plugging of drill holes, and (v) reporting to and compliance with regulations of the Texas Commission of Environmental Quality. If RTMD recovers uranium at the Round Top Project, it will be required to obtain a source material license from the United States Nuclear Regulatory Commission. RTMD may also be subject to the reporting requirements and regulations of the Texas Department of Health. Such licenses and permits are subject to changes in regulations and changes in various operating circumstances. Companies that engage in exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Issuance of permits for the Round Top Project activities is subject to the discretion of government authorities, and RTMD may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms or on a timely basis. There can be no assurance that RTMD will be able to obtain or maintain any of the permits required for the continued exploration or development of the Round Top Project (or any other of TMRC’s mineral properties that it may subsequently acquire) or for the construction and operation of a mine on its properties that it may subsequently acquire at economically viable costs. If RTMD cannot accomplish these objectives, the business of RTMD could face difficulty and/or fail, adversely affecting TMRC as a member.

RTMD is subject to significant governmental regulations, which affect its operations and costs of conducting its business.

RTMD’s current and future operations are and will be governed by laws and regulations, including:

•          laws and regulations governing mineral concession acquisition, prospecting, development, mining and production;

•          laws and regulations related to economic measures and tariffs, exports, taxes and fees;

•          labor standards and regulations related to occupational health and mine safety;

•          environmental standards and regulations related to waste disposal, toxic substances, land use and environmental protection; and

•          other matters.

Corporations engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Failure to comply with applicable laws, regulations and permits may result in enforcement actions, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. RTMD may be required to compensate those suffering loss or damage by reason of its mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits.

Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation, could have a material adverse impact on RTMD’s business and cause increases in capital expenditures or require abandonment or delays in exploration.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on RTMD as well as any other business in which TMRC engages.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. However, legislation and increased regulation regarding climate change could impose significant costs on RTMD, TMRC’s venture partners and its suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact the ability to compete with companies situated in areas not subject to such limitations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, TMRC cannot predict how legislation and regulation will affect its financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the

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global marketplace about potential impacts on climate change by TMRC or other companies in its industry could harm TMRC’s reputation. The potential physical impacts of climate change on TMRC’s operations are highly uncertain, and would be particular to the geographic circumstances in areas in which TMRC operates. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of the Round Top Project operations or any other mineral projects TMRC may pursue.

Exploration and development activities are subject to environmental risks, which could expose RTMD to significant liability and delay, suspension or termination of our operations.

The exploration, possible future development and production phases of RTMD’s business will be subject to federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation has generally evolved in a manner which will require stricter standards and enforcement, increased fines and penalties for non -compliance , more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers, directors and employees, although it is unclear how the Trump Administration will enforce or if the Trump Administration will alter current environmental regulations. Future changes in environmental regulations, if any, may adversely affect operations. If RTMD fails to comply with any of the applicable environmental laws, regulations or permit requirements, it could face regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies could delay or stop operations or require a considerable capital expenditure. Although RTMD intends to comply with all environmental laws and permitting obligations in conducting its business, there is a possibility that those opposed to exploration and mining will attempt to interfere with its operations, whether by legal process, regulatory process or otherwise.

Environmental hazards unknown to RTMD, which have been caused by previous or existing owners or operators of the properties, may exist on the properties comprising the Round Top Project. It is possible that these properties could be located on or near the site of a Federal Superfund cleanup project; as such, it is possible that environmental cleanup or other environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and unexpected liabilities to arise.

The Comprehensive Environmental, Response, Compensation, and Liability Act (“ CERCLA ”), and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government -incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (“ RCRA ”), and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean -up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

The Clean Air Act, as amended, restricts the emission of air pollutants from many sources, including mining and processing activities. Mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the Clean Air Act and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on production levels or result in additional capital expenditures in order to comply with the rules.

The National Environmental Policy Act (“ NEPA ”) requires federal agencies to integrate environmental considerations into their decision -making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an Environmental Impact Statement (“ EIS ”). The U.S. Environmental Protection Agency (“ EPA ”), other federal agencies, and any interested

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third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

The Clean Water Act (“ CWA ”), and comparable state statutes, impose restrictions and control on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water at mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run -off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The Safe Drinking Water Act (“ SDWA ”) and the Underground Injection Control (“ UIC ”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SWDA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

RTMD could be subject to environmental lawsuits.

Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around the Round Top Project. There can be no assurance that any defense of such claims will be successful. A successful claim against RTMD could have an adverse effect on not only RTMD, but TMRC and its business prospects, financial condition and results of operation.

Land reclamation requirements for the Round Top Project may be burdensome and expensive.

Although variability exists by location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.

Reclamation may include requirements to:

•          control dispersion of potentially deleterious effluents;

•          treat ground and surface water to drinking water standards; and

•          reasonably re -establish pre -disturbance land forms and vegetation.

In order to carry out reclamation obligations imposed on RTMD in connection with potential development activities, RTMD must allocate financial resources that might otherwise be spent on further exploration and development programs. RTMD plans to set up a provision for its reclamation obligations on its properties, as appropriate, but this provision may not be adequate. If RTMD is required to carry out unanticipated reclamation work, its financial position could be adversely affected. In accordance with GLO lease/prospecting permits, all the areas impacted by the surface operations shall be reclaimed upon completion of the activity, including (a) removal of all trash, debris, plastic and contaminated soil by off -site disposal, and (b) upon completion of surface grading, the soil surface shall be left in a roughened condition to negate wind and enhance water infiltration.

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Mining presents potential health risks; payment of any liabilities that arise from these health risks may adversely impact RTMD.

Complying with health and safety standards will require additional expenditure on testing and the installation of safety equipment. Moreover, inhalation of certain minerals can result in specific potential health risks. Symptoms of these associated diseases may take years to manifest. Failure to comply with health and safety standards could result in statutory penalties and civil liability. RTMD does not currently maintain any insurance coverage against these health risks. The payment of any liabilities that arise from any such occurrences could have a material, adverse impact on RTMD.

There may be challenges to the title of the Round Top Project or any other mineral properties that TMRC may acquire.

TMRC expect that any additional properties to be acquired by RTMD or by TMRC (with respect to any other opportunities) will be by unpatented claims or by lease from those owning the property. The lease of the Round Top Project property was issued by the State of Texas. The validity of title to many types of natural resource property depends upon numerous circumstances and factual matters (many of which are not discoverable of record or by other readily available means) and is subject to many uncertainties of existing law and its application. TMRC cannot assure you that the validity of RTMD’s titles to its properties or TMRC’s title to properties it may purchase in the future will be upheld or that third parties will not otherwise invalidate those rights. In the event the validity of RTMD’s or TMRC’s titles with respect to any future properties are not upheld, such an event would have a material adverse effect on RTMD and RTMD.

Increased competition could adversely affect TMRC’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

The mining industry is intensely competitive. Significant competition exists for the acquisition of properties producing or capable of producing, REE or other metals. TMRC likely is at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals and companies, most of which have greater financial resources, operational experience and technical capabilities than TMRC. TMRC may also encounter increasing competition from other mining companies in its efforts to hire experienced mining professionals. Competition for exploration resources at all levels is currently very intense, particularly affecting the availability of manpower, drill rigs, mining equipment and production equipment. Increased competition could adversely affect TMRC’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

RTMD competes with larger, better capitalized competitors in the mining industry.

The mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition. RTMD will require significant capital, technical resources, personnel and operational experience to effectively compete in the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a project’s potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over RTMD. RTMD faces strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities. As a result of this competition, neither RTMD nor TMRC may be able to acquire financing, personnel, technical resources or attractive mining properties on acceptable terms, if at all.

TMRC could be adversely impacted as a result of future cybersecurity threats.

TMRC has not established specific processes for assessing, identifying and managing material risks from cybersecurity threats. While TMRC has not experienced, to our knowledge, any material cybersecurity threats to date, there is no assurance that we will not be adversely impacted as a result of any future cybersecurity threat.

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Current economic conditions and capital markets are subject to fluctuations which could adversely affect TMRC’s ability to access the capital markets, and thus adversely affect its business and liquidity.

The current economic conditions are in a state of flux that could have a negative impact on TMRC’s ability to access the capital markets, and thus have a negative impact on its business and liquidity. TMRC currently faces the macroeconomic headwinds of inflation and high interest rates. Furthermore, it is unclear how global hostilities will impact TMRC’s business. TMRC’s ability to access the capital markets has been and continues to be severely restricted at a time when it needs to access such markets, which could have a negative impact on its business plans. Even if TMRC is able to raise capital, it may not be at a price or on terms that are favorable. TMRC cannot predict the occurrence of future financial disruptions or how long the current market conditions may continue. It should be expected that TMRC will have difficulty to raise funds, if it is even able to raise funds at all, and any such capital raises will be dilutive to current stockholders (which dilution could be significant).

Our resources may not be sufficient to manage our existing business as well as any growth; failure to properly manage our existing business will be detrimental .

We believe that we have sufficient capital to fund general and administrative expenses and related costs through August 2026, but not thereafter. Accordingly, we may fail to adequately manage our current business. Furthermore, any growth in our operations, of which there can be no assurance as the result of our lack of sufficient capital, will place a significant strain on our administrative, financial and operational resources, and increase demands on our management and on our operational and administrative systems, controls and other resources. We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our current operations or operations in the future or that we will be able to successfully implement appropriate measures consistent with any growth. We may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems. Moreover, there can be no assurance that cybersecurity threats, breaches, or disruptions will not adversely affect us.

If we are unable to manage our current business effectively, our financial condition could be materially adversely affected. There is no assurance that our current business will continue and it may well be curtailed due to lack of capital.

TMRC may experience difficulty attracting and retaining qualified management to meet its current business needs and / or any growth needs, and the failure to manage any growth effectively could have a material adverse effect on its business and financial condition.

Competition for qualified management is intense, and TMRC may be unable to attract and retain key personnel, or to attract and retain personnel on acceptable terms. Management personnel are currently limited and they may be unable to manage TMRC’s expansion successfully and the failure to do so could have a material adverse effect on TMRC’s business, results of operations and financial condition. TMRC has not entered into non -competition agreements. As TMRC’s business is substantially dependent upon its directors, executive officers and consultants, the lack of non -competition agreements poses a significant risk in the event such persons were to resign or be terminated from such positions. Under such circumstances, such persons may provide confidential information and key contacts to TMRC’s competitors and TMRC may have difficulties in preventing the disclosure of such information. Such disclosure would have a material adverse effect on TMRC’s business and operations.

TMRC’s operations are dependent upon key personnel, the loss of which would be detrimental to its business.

The nature of TMRC’s business, including its ability to continue its exploration and development activities, depends, in large part, on the efforts of key personnel such as Daniel Gorski, TMRC’s Chief Executive Officer. The loss of Mr. Gorski could have a material adverse effect on TMRC’s business. TMRC does not maintain “key man” life insurance policies on any of its officers or employees.

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Risks Associated with TMRC Shares

TMRC has a history of losses and fluctuating operating results that raises doubt about its ability to continue as a going concern.

From inception through August 31, 2025, TMRC has incurred aggregate losses of approximately $45,110,000. There is no assurance that TMRC will operate profitably or will generate positive cash flow in the future. In addition, TMRC’s operating results in the future may be subject to significant fluctuations due to many factors not within its control, such as general economic conditions, tariffs and other economic measures that the Trump Administration has implemented or may adopt, hostilities in the Middle East and Ukraine, market price of minerals and exploration and development costs. If TMRC cannot raise sufficient financing to continue its operations subsequent to August 31, 2026, then it may be forced to scale down, curtail or cease operations. Until such time as TMRC generates revenues (not in the foreseeable future), it expects an increase in development costs and operating costs. Consequently, TMRC expects to incur operating losses and negative cash flow until its properties enter commercial production (if such event occurs). TMRC currently lacks capital necessary to fund general and administrative expenses and related costs subsequent to August 2026.

TMRC’s stock price is highly volatile .

The market price of TMRC Shares has fluctuated and may continue to fluctuate. These fluctuations may be exaggerated since the trading volume of TMRC Shares is limited, sporadic, and volatile. These fluctuations may or may not be based upon any business or operating results. The TMRC Shares may experience similar or even more dramatic price and volume fluctuations in the future. TMRC Shares have traded between $0.21 and $1.80 per share between September 1, 2024 and August 31, 2025. The TMRC Shares have limited trading volume. There is no assurance that the price of TMRC Shares will not continue to decline. Based on current market prices and current trading volume, raising any capital will likely be dilutive and difficult, and may not be possible at all. A decline in stock price reduces TMRC’s market capitalization which negatively impacts the dilution calculation with respect to its membership interest in RTMD.

The market for TMRC Shares is limited, sporadic and volatile. Any failure to develop or maintain an active trading market could negatively affect the value of such shares and make it difficult or impossible for you to sell your shares.

The TMRC Shares are currently traded on the OTCQB. Although the TMRC Shares are traded on the OTCQB, a regular trading market for TMRC’s securities may not be sustained in the future. Prices for, and coverage of, securities quoted solely on the OTCQB may be difficult to obtain. In addition, stocks quoted solely on the OTCQB tend to have a limited number of market makers and a larger spread between the bid and ask prices than those listed on an exchange. All of these factors may cause holders of TMRC Shares to be unable to resell their securities at any price. It should be expected that this limited trading also could decrease or eliminate TMRC’s ability to raise additional funds through issuances of its securities.

Failure to develop or maintain an active trading market would negatively affect the value of the TMRC Shares, make it difficult for you to sell your shares or recover any part of your investment in TMRC, and impact its ability to raise capital through the sale of its securities. Even if an active market for TMRC Shares does develop, the market price of the TMRC Shares may be highly volatile. In addition to the uncertainties relating to TMRC’s future operating performance and any profitability of its operations, factors such as variations in its interim financial results, or various, as yet unpredictable factors, many of which are beyond its control, may have a negative effect on the market price of the TMRC Shares. Accordingly, there can be no assurance as to the liquidity of any active markets that may develop for the TMRC Shares, the ability of holders of TMRC Shares to sell such TMRC Shares, the prices at which holders may be able to sell the TMRC Shares, or TMRC’s ability (if any) to sell securities to raise capital.

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The sale by TMRC of a substantial number of TMRC Shares, or the issuance of a substantial number of TMRC Shares upon exercise of TMRC’s common stock equivalents, will cause immediate and substantial dilution to existing stockholders and may depress the market price of the TMRC Shares .

In order to provide capital for the operation of TMRC’s business, it will need to enter into financing arrangements. These arrangements may involve the issuance of new TMRC Shares, preferred stock that is convertible into TMRC Shares, debt securities that are convertible into TMRC Shares or warrants for the purchase of TMRC Shares. Any of these items could result in a material increase in the number of TMRC Shares outstanding which would in turn result in a dilution of the ownership interest of existing stockholders. It is likely that any future private placements of TMRC Shares will be at prices below market, thereby further placing pressure on the price of the TMRC Shares that trade on the OTCQB — this would have the effect of (i) both reducing TMRC’s market price and diluting its current stockholders as well as (ii) negatively impacting the calculation of dilution with respect to reducing its membership interest in RTMD in the event it does not fund its cash calls with cash. As such, any future capital raises will likely adversely affect TMRC’s shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of TMRC Shares.

As of March 2, 2026, TMRC has 88,216,112 TMRC Shares issued and outstanding (100,000,000 shares of common stock are authorized to be issued.)

A low market price may severely limit the potential market for the TMRC Shares.

An equity security that trades below a certain price per share is subject to SEC rules requiring additional disclosures by broker -dealers . These rules generally apply to any non -Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions (a “ penny stock ”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker -dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker -dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker -dealer also must disclose the commissions payable to the broker -dealer , current bid and offer quotations for the penny stock and, if the broker -dealer is the sole market maker, the broker -dealer must disclose this fact and the broker -dealer ’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Since the TMRC Shares trade at a price of less than $5.00 per share, the additional burdens imposed upon broker -dealers by such requirements could discourage broker -dealers from effecting transactions in TMRC Shares.

TMRC does not currently intend to pay cash dividends.

TMRC has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future. TMRC’s present policy is to retain all available funds for use in its operations and the expansion of its business. Payment of future cash dividends, if any, will be at the discretion of the TMRC Board and will depend on TMRC’s financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that the TMRC Board considers relevant. Accordingly, investors will only see a return on their investment if the value of TMRC’s securities appreciates.

Control by current stockholders.

The current stockholders of TMRC have elected the directors and the directors have appointed current executive officers to serve TMRC. The voting power of these stockholders could also discourage others from seeking to acquire control of TMRC through the purchase of TMRC Shares which might depress the price of TMRC Shares.

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There is not now, and there may never be, an active market for TMRC Shares.

TMRC Shares have historically been thinly traded. Currently there is a limited, sporadic and highly volatile market for TMRC Shares, and no active market for TMRC Shares may develop in the future. As a result, TMRC’s stock price as quoted by the OTCQB may not reflect an actual or perceived value. Moreover, several days may pass before any shares are traded; meaning that the number of persons interested in purchasing TMRC Shares at or near ask prices at any given time may be relatively small or non -existent . This situation is attributable to a number of factors, including, but not limited to:

•          TMRC is a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume; and

•          stock analysts, stock brokers and institutional investors may be risk -averse and reluctant to follow a company such as TMRC that faces substantial doubt about the ability to continue as a going concern or to purchase or recommend the purchase of TMRC Shares until such time as TMRC becomes more viable.

As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, TMRC Shares. Accordingly, investors must assume they may have to bear the economic risk of an investment in TMRC Shares for an indefinite period of time, and may lose their entire investment. There can be no assurance that a more active market for TMRC Shares will develop, or if one should develop, there is no assurance that it will be sustained. This severely limits the liquidity of TMRC Shares and would likely have a material adverse effect on the market price of TMRC Shares and on TMRC’s ability to raise additional capital.

TMRC may issue shares of preferred stock .

The TMRC Charter authorizes the issuance of up to 10,000,000 shares of blank check preferred stock at $0.001 par value with designations, rights and preferences determined from time to time by the TMRC Board. There are currently no shares of preferred stock issued and outstanding. The TMRC Board is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the TMRC Shares. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of TMRC.

Risks Relating to the Combined Company Following the Mergers

You should read and consider risk factors specific to USAR’s business and securities that will also affect USAR following the completion of the Mergers. These risks are described in the sections entitled “Risk Factors” in USAR’s Annual Report on Form 10 -K for the year ended December 31, 2025, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “ Where You Can Find More Information ” beginning on page 145 of the proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

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THE TMRC SPECIAL MEETING

This proxy statement / prospectus is being provided to the TMRC stockholders as part of a solicitation of proxies by the TMRC Board for use at the special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement / prospectus provides TMRC stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of TMRC stockholders will be held virtually via live webcast at w ww.virtualshareholdermeeting.com/TMRX2026S M , on [            ], 2026 at 10:00 a.m. Eastern Time. On or about [    ], 2026, TMRC commenced mailing this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the special meeting.

You can access the special meeting by visiting the below website, where TMRC stockholders will be able to participate and vote online. TMRC encourages its stockholders to access the meeting 15 minutes prior to the start time leaving ample time for check -in . Please follow the instructions as outlined in this proxy statement/prospectus.

www.virtualshareholdermeeting.com/TMRX2026SM

TMRC has chosen to hold the special meeting solely via live webcast and not in a physical location.

Purpose of the Special Meeting

At the special meeting, TMRC stockholders will be asked to consider and vote on the following:

•          the Merger Proposal — a proposal to adopt the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “ The Mergers ” and “ The Merger Agreement ”; and

•          the Adjournment Proposal — a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement.

Completion of the Mergers is conditioned on the approval of the Merger Proposal.

Recommendation of the TMRC Board

At a special meeting held on March 3, 2026, the TMRC Board determined that the Merger Agreement and the Transactions are fair to and in the best interests of TMRC and the TMRC stockholders, approved and declared advisable the Merger Agreement and the Transactions and directed that the Merger Agreement be submitted to the TMRC stockholders for consideration at a meeting of such stockholders. The TMRC Board recommends that TMRC stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal .

TMRC stockholders should carefully read this proxy statement/prospectus (including the annexes hereto) and any documents incorporated by reference in their entirety for more detailed information concerning the Mergers and the Transactions.

Record Date; Stockholders Entitled to Vote

Only holders of record of TMRC Shares at the close of business on June 2, 2026 (the “ Record Date ”), will be entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof.

On the Record Date, there were 88,339,693 TMRC Shares outstanding and entitled to vote at the special meeting. Each TMRC Share outstanding on the Record Date entitles the holder thereof to one vote on each proposal to be considered at the special meeting. TMRC stockholders may vote virtually at the meeting or by proxy through the internet or by telephone or by a properly executed and delivered proxy card with respect to the special meeting.

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TMRC has made a complete list of TMRC stockholders entitled to vote at the special meeting available for inspection at the office of its transfer agent, Securities Transfer Corporation, at 2901 N. Dallas Parkway, Suite 380, Plano, Texas, 75093 during regular business hours for a period of no less than 10 days before the special meeting. If you would like to inspect the list of TMRC stockholders of record, please call Securities Transfer Corporation at (469) 633 -0101 to schedule an appointment or request access. A certified list of eligible TMRC stockholders will be available for inspection during the special meeting on the website for that meeting, w ww.virtualshareholdermeeting.com/TMRX2026 SM .

Voting by TMRC’s Directors and Executive Officers

At the close of business on June 2, 2026, the Record Date, directors and executive officers of TMRC and their respective affiliates owned and were entitled to vote 17,083,004 TMRC Shares, representing approximately 19.3% of the TMRC Shares outstanding on that date. TMRC currently expects its directors and executive officers to vote their TMRC Shares in favor of each of the proposals to be voted on at the special meeting.

In connection with the execution of the Merger Agreement, TMRC and USAR entered into a voting and support agreement (each, a “ Voting and Support Agreement ”) with each member of the TMRC Board and each of TMRC’s executive officers. Pursuant to the Voting and Support Agreements, among other things, all of TMRC’s directors and executive officers agreed to vote all of his or her TMRC Shares in favor of the various proposals related to the Transaction and the Merger Agreement.

Quorum; Adjournment

The special meeting may be adjourned or postponed, in the absence of a quorum, by the chairman of the meeting or the affirmative vote of holders of a majority of the TMRC Shares present in person or represented by proxy and entitled to vote at the special meeting. Even if a quorum is present, the special meeting may also be adjourned in order to provide more time to solicit additional proxies in favor of adoption of the merger agreement by the chairman of the meeting or if sufficient votes are cast in favor of the Adjournment Proposal. If a sufficient number of TMRC Shares is present in person or represented by proxy and votes in favor of the Merger Proposal at the special meeting such that the Merger Proposal is approved, TMRC does not anticipate that it will adjourn or postpone the special meeting.

At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting. Any adjournment or postponement of the special meeting will allow TMRC stockholders who have already submitted their proxies to revoke them at any time before their use at the special meeting that was adjourned or postponed.

Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Broker non -votes will not be counted as present for the purpose of determining the presence of a quorum.

Required Vote; Broker Non-Votes and Abstentions

Each TMRC Share outstanding on the Record Date is entitled to one vote on each of the Merger Proposal and the Adjournment Proposal. The required votes to approve the proposals at the special meeting are as follows:

•          The Merger Proposal requires the affirmative vote of holders of a majority of the outstanding TMRC Shares entitled to vote thereon. Failures to vote, broker non -votes and abstentions will have the same effect as votes cast “AGAINST” this proposal.

•          The Adjournment Proposal requires the affirmative vote of holders of a majority of the TMRC Shares present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to be present virtually or by proxy, including broker non -votes , will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal.

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The approval of the Adjournment Proposal is not a condition precedent to the approval of the Merger Proposal or the closing of the Mergers.

Voting of Proxies by Holders of Record

How to Vote by Proxy if You are the Record Holder of Your Shares

If you were the record holder of your shares as of the Record Date, you may submit your proxy to vote by mail, by telephone or via the internet.

Voting via the Internet

•          Internet  — To submit your proxy via the internet, go to www.proxyvote.com . Have your proxy card in hand when you access the website and follow the instructions to vote your shares. You must log in using the 16 -digit control number located in the black rectangle next to an arrow on your Proxy Ballot Card or Voting Instruction Form. Access the proxy voting link to cast your vote. If you vote via the internet, you must do so no later than 11:59 p.m. Eastern Time on [        ], 2026.

Voting by phone

•          Telephone — To submit your proxy by telephone, call 1 -800-690-6903 . Have your proxy card in hand when you call and then follow the instructions to vote your shares. If you vote by telephone, you must do so no later than 11:59 p.m. Eastern Time on [        ], 2026.

Voting by Mail

As an alternative to submitting your proxy via the internet, you may submit your proxy by mail.

•          Mail  — To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage -paid envelope. If you vote by mail, your proxy card must be received no later than 6:00 p.m. Eastern Time on [        ], 2026.

How to Vote Your Shares if You are a “Street Name” Holder

If you hold your shares through a broker, bank or other nominee, also referred to as a “street name” holder, check the instructions provided by that entity to determine which options are available to you with respect to voting your shares.

General

Please be aware that any costs related to voting via the internet, such as internet access charges, will be your responsibility.

All properly signed proxies that are timely received and that are not revoked will be voted at the special meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted as recommended by the TMRC Board. The proxy holders may use their discretion to vote on other matters that properly come before the special meeting.

Voting Virtually by Attendance at the Special Meeting

The special meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual special meeting will be held on [               ], at 10:00 a.m. Eastern Time. To attend the special meeting, visit ww w.virtualshareholdermeeting.com/TMRX202 6SM and enter the 16 -digit control number on the proxy card or voting instruction form you received. Stockholders of record of TMRC who wish to vote at the special meeting should follow the instructions at ww w.virtualshareholdermeeting.com/TMRX2026 SM . Online check -in will begin at 9:45 a.m., Eastern Time. Please allow time for online check -in procedures.

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The virtual stockholder meeting format uses technology designed to increase stockholder access, save TMRC and TMRC stockholders time and money, and provide TMRC stockholders rights and opportunities to participate in the meeting similar to what they would have at an in -person meeting. In addition to online attendance, we will provide TMRC stockholders with an opportunity to hear all portions of the official meeting and vote online during the meeting.

Revocability of Proxies

Any stockholder giving a proxy has the power to revoke it at any time before the proxy is voted at the special meeting. If you are a stockholder of record, you may revoke your proxy in any of the following ways:

(1)      submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on [          ], 2026;

(2)      signing and returning a new proxy card with a later date;

(3)      voting virtually at the special meeting; or

(4)      delivering, before 6:00 p.m. Eastern Time on [          ], 2026, to TMRC’s Corporate Secretary at TMRC’s executive offices at 527 21 st Street, #44, Galveston, TX 77550, a written revocation of your most recent proxy.

If you are a street name stockholder (for example, if your shares are held in the name of a bank, broker or other holder of record) and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Solicitation of Proxies

The TMRC Board is soliciting proxies for the special meeting from its stockholders. TMRC will bear the entire cost of the solicitation of proxies, including preparation, assembly and delivery, as applicable, of this proxy statement, the proxy card and any additional materials furnished to stockholders. Proxies may be solicited by directors, officers and a small number of TMRC’s regular employees personally or by mail, telephone or facsimile, but such persons will not be specially compensated for such service. TMRC has retained D.F. King & Co., Inc., a proxy solicitation firm, to assist in the solicitation of proxies for an estimated fee of approximately $18,000 plus reasonable out -of -pocket costs and expenses for the services of the firm. As appropriate, copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold TMRC Shares of record for beneficial owners for forwarding to such beneficial owners. TMRC may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

Assistance

If you need assistance with voting via the internet, voting by telephone or completing your proxy card, or have questions regarding the special meeting, please contact TMRC’s proxy solicitor at the following address and telephone number:

D.F. King & Co., Inc.

28 Liberty Street, FL 53

New York, NY 10005

Toll -Free : (866) 796 -7184

Banks and brokers may call collect: 212 -561-5183

Email: TMRC@dfking.com

Your vote is very important regardless of the number of TMRC Shares that you own. Please submit a proxy to vote your shares via the internet, vote by telephone or sign, date and return a proxy card promptly so your shares can be represented, even if you plan to attend the special meeting.

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Tabulation of Votes

Representatives of Broadridge Investor Communication Solutions will tabulate the votes cast at the special meeting, and representatives of Broadridge Investor Communication Solutions will act as the Inspector of Election.

Householding

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the applicable stockholders provide advance notice and follow certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of TMRC Shares held through brokerage firms. If your family has multiple accounts holding TMRC Shares, as applicable, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement/prospectus. The broker will arrange for delivery of a separate copy of this proxy statement/prospectus promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

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PROPOSAL NO. 1

THE MERGER PROPOSAL

In the Merger Proposal, TMRC is asking its stockholders to adopt the Merger Agreement. Approval of the Merger Proposal by TMRC stockholders is required for completion of the Mergers. TMRC stockholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the Mergers. Details about the Mergers, including each party’s reasons for the Mergers, the effect of approval of the Merger Agreement and related matters, are discussed in the section titled “ The Mergers ”.

Approval of the Merger Proposal requires the presence of a quorum and that the majority of outstanding TMRC Shares vote in favor of the proposal. Failures to vote, broker non -votes and abstentions will have the same effect as votes cast “AGAINST” this proposal.

The TMRC Board recommends that TMRC stockholders vote “FOR” the Merger Proposal.

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PROPOSAL NO. 2

THE ADJOURNMENT PROPOSAL

TMRC is submitting a proposal for consideration at the special meeting to authorize the named proxies to authorize the TMRC Board to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Merger Proposal or to vote on other matters properly before the special meeting or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to holders of TMRC Shares. Even though a quorum may be present at the special meeting, it is possible that TMRC may not have received sufficient votes to approve the Merger Proposal by the time of the meeting. In that event, the TMRC Board would need to adjourn the special meeting in order to solicit additional proxies. This proposal relates only to authorization of the TMRC Board to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Merger Proposal or to vote on other matters properly before the special meeting.

Approval of the Adjournment Proposal requires the presence of a quorum and that the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non -votes will have the same effect as votes cast “AGAINST” this proposal.

The TMRC Board recommends that TMRC stockholders vote “FOR” the Adjournment Proposal.

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INFORMATION ABOUT USAR

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, France and Brazil. Through its ownership of Less Common Metals Ltd., one of the world’s leading producers of rare earth metals and alloys, its magnet manufacturing capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil (subject to closing the Serra Verde Transaction) and the Round Top deposit in Texas, USAR operates across the entire value chain from mining to metal -making , alloy production and neodymium magnet manufacturing. USAR is establishing a secure, Western -aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors.

USAR was formerly known as Inflection Point Acquisition Corp. II (“ Inflection Point ”) and originally incorporated on March 6, 2023 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On August 21, 2024, Inflection Point entered into a business combination agreement (as amended, the “ Business Combination Agreement ”) by and among Inflection Point, USA Rare Earth, LLC, a Delaware limited liability company (“ USAR OpCo ”) and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Inflection Point (“ Merger Sub ”). On March 12, 2025, Inflection Point completed a domestication into a Delaware corporation by filing a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filing a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which Inflection Point was domesticated and continued as a Delaware corporation, changing its name to “USA Rare Earth, Inc.” On March 13, 2025 (the “ Business Combination Closing Date ”), pursuant to the Business Combination Agreement, Merger Sub merged with and into USAR OpCo, with USAR OpCo continuing as the surviving company, and on March 14, 2025, USAR Shares began trading on Nasdaq under the symbol, “USAR”.

On April 19, 2026, USAR entered into a definitive agreement to acquire 100% of Serra Verde in exchange for $300 million in cash and 126,849,307 newly issued USAR Shares. Serra Verde is the owner of the Pela Ema rare earth mine and processing plant in Goiás, Brazil. The Pela Ema mine is the only producer outside Asia capable of supplying all four magnetic rare earth elements at scale — neodymium, praseodymium, dysprosium and terbium — together with other vital rare earth elements such as yttrium. USAR expects the Serra Verde Transaction to close in the third calendar quarter of 2026. The Serra Verde Transaction is independent of the Transactions between USAR and TMRC, and neither the Closing of the Transactions nor the closing of the Serra Verde Transaction is conditioned upon the other. You can find more information on Serra Verde and the Serra Verde Transaction, by reading the filings that USAR has made with the SEC, as described under “ Where You Can Find More Information .”

On May 22, 2026, MP Materials Corp., MP Magnetics LLC, and MP Mine Operations LLC (collectively, “Plaintiffs”) sued USA Rare Earth, Inc., its Director of Magnet Operations, Kevin Elkins, and FOM Technologies Inc. alleging misappropriation of trade secrets under the Texas Uniform Trade Secrets Act, breach of contract, tortious interference, and unjust enrichment. Plaintiffs seek a temporary and permanent injunction against further alleged use and possession of their allegedly protected technology, unspecified monetary damages, and attorneys’ fees. USAR disputes the allegations and intends to vigorously defend against such claims.

USAR is incorporated in the state of Delaware and its principal office is located at 100 W Airport Road, Stillwater, Oklahoma 74075, and its telephone number is (813) 867 -6155 .

You can find more information about USAR in USAR’s filings with the SEC referenced in the section in this document titled “ Where You Can Find More Information ”.

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THE MERGERS

Terms of the Mergers

The Merger Agreement contemplates the following transactions:

•          the merger of First Merger Sub with and into TMRC, with TMRC surviving the merger as a wholly owned subsidiary of USAR at the Effective Time;

•          subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time, with holders of TMRC Shares who are otherwise entitled to a fractional USAR Share receiving cash in lieu of that fractional share, without interest; and

•          promptly following the Effective Time, the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR.

A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. The Merger Agreement contains the terms and conditions of the proposed acquisition of TMRC by USAR. Under the Merger Agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the Merger Agreement, waiver) of the conditions to the Mergers set forth in the Merger Agreement and described in this proxy statement/prospectus.

As a result of the Mergers, TMRC will become a direct, wholly owned subsidiary of USAR and will no longer be a publicly held company. Following the Mergers, the TMRC Shares will no longer trade on the OTC and will be deregistered under the Exchange Act, after which TMRC will no longer be required under SEC rules and regulations to file periodic reports with the SEC.

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time. Holders of TMRC Shares who are otherwise entitled to a fractional USAR Share will receive cash in lieu of such fractional share, without interest.

Background of the Mergers

In August 2018, TMRC and Morzev Pty. Ltd. (“ Morzev ”) entered into an agreement (the “ 2018 Option Agreement ”) whereby Morzev was granted the exclusive right to earn and acquire a 70% interest in TMRC’s Round Top Project (the “ Round Top Project ”) by financing $10 million of expenditures in connection with the Round Top Project, which equity interest could be increased to an 80% interest for an additional $3 million payment to TMRC. In November 2018, Morzev contributed the 2018 Option Agreement to a newly formed entity, USAR OpCo, and notified TMRC in May 2019 that Morzev was nominating USAR OpCo as the optionee under the terms of the 2018 Option Agreement. In August 2019, TMRC and USAR OpCo entered into an amended and restated option agreement as further amended on June 29, 2020 (the “ 2019 Option Agreement ” and collectively with the 2018 Option Agreement, the “ Option Agreement ”), whereby TMRC restated its agreement to grant USAR OpCo the exclusive right to earn and acquire a 70% - 80% interest in the Round Top Project. The 2019 Option Agreement had substantially similar terms to the 2018 Option Agreement.

On May 17, 2021, and in accordance with the terms of the Option Agreement, TMRC and USAR LLC entered into a contribution agreement whereby TMRC and USAR OpCo contributed assets constituting the Round Top Project to RTMD, a wholly -owned subsidiary of TMRC, in each case, in exchange for their ownership interests in RTMD. As a

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result of these contributions, TMRC then owned 20% of RTMD and USAR LLC owned 80% of RTMD. Concurrently therewith, TMRC and USAR OpCo, as the two members, entered into a limited liability company agreement (“ Operating Agreement ”) governing the operations of RTMD. USAR OpCo was appointed as manager of RTMD. The parties further amended the Operating Agreement on June 26, 2023 (“ Amended Operating Agreement ”) in order to adjust the provisions for satisfying capital calls. USAR OpCo continued to fund capital calls for both itself and TMRC and the relative ownership interests of RTMD were adjusted to reflect such funding based on the mechanism provided in the Amended Operating Agreement.

USAR became a publicly traded company via a de -SPAC transaction in March 2025, with USAR OpCo becoming a wholly owned subsidiary of the new parent entity USA Rare Earth, Inc, with substantially all of the assets and the business of the combined company after the de -SPAC transaction being held and operated by USAR OpCo and its subsidiaries. USAR continued to progress the Round Top Project through its controlling ownership interest in RTMD prior to and following the de -SPAC transaction.

Throughout 2025 there were regular update calls between USAR and TMRC discussing RTMD and the efforts to development the Round Top Project. Additionally, TMRC unsuccessfully spent the majority of 2025 trying to raise capital in order to satisfy the conditions necessary to enter an unrelated joint venture agreement in New Mexico.

On December 12, 2025, Anthony Marchese, Chairman of TMRC, conducted a regular update call with USAR with respect to RTMD. USAR participants included Rob Steele, CFO of USAR, Alex Moyes, SVP of Mining and Processing of USAR, and David Kronenfeld, CLO of USAR. During the call, Mr. Steele asked Mr. Marchese if TMRC would be interested in receiving an acquisition proposal from USAR. Mr. Marchese responded that TMRC’s Board would entertain all offers and would evaluate an offer depending on price and other relevant factors.

On December 29, 2025 Messrs. Kronenfeld, Moyes, and Marchese held a telephone call to discuss various items for 2026 RTMD operations including the budgeted spend for the year. On December 31, 2025, USAR delivered a draft of a letter of intent to TMRC proposing a transaction whereby USAR would deliver USAR Shares to TMRC in exchange for TMRC’s interest in RTMD. The transaction proposed in the letter of intent implied a valuation for TMRC reflecting a 10% discount from TMRC’s then -current market capitalization based on the most recent closing prices for TMRC Shares and USAR Shares on OTCQB and Nasdaq, respectively. Mr. Marchese by email acknowledging receipt of the letter of intent, and expressing reservations about a proposal offering consideration that implied a discount to TMRC’s market capitalization.

Later that day, Mr. Marchese and Michael Blitzer, Chairman of the USAR Board, conducted a phone call on the topic wherein Mr. Marchese reiterated his concerns regarding a below -market transaction price. Mr. Blitzer encouraged a counter proposal from TMRC.

On January 1, 2026, the TMRC Board held a virtual meeting to evaluate the letter of intent. During the meeting, the TMRC Board reviewed the RTMD budget and determined that TMRC’s portion of RTMD capital calls for 2026 could vary between $25 million to $50 million. The TMRC Board discussed with its management team the fact that TMRC does not control the timing or amount of the capital calls and that TMRC anticipated it would not have sufficient cash to fund those capital calls during the 2026 fiscal year. The TMRC Board also discussed the fact that its inability to fund such capital calls would reduce TMRC’s economic interest in RTMD to approximately 13% if it received a call for the maximum amount. The TMRC Board further determined that RTMD’s budget would likely be accelerated, which would trigger additional capital calls for TMRC in 2027. The TMRC Board determined that if TMRC could not fund future capital calls, this could potentially reduce TMRC’s economic interest to as little as 3%. The TMRC Board also considered the three unsuccessful separate outreaches to industry participants during 2025, and USAR OpCo’s right of first offer with respect to TMRC’s interest in RTMD, which made selling TMRC’s interest in RTMD to a third party very challenging. Additionally, the TMRC Board concluded that the most tax efficient way to effect any merger transaction of its interest in RTMD would be to sell TMRC in its entirety in a stock -for -stock transaction, in which case TMRC’s stockholder would then have the ability to participate in USAR’s three distinct business segments, as opposed to primarily an investment only in RTMD, without the danger of future dilution from capital calls. Accordingly, the TMRC Board decided to reject the proposal that involved a 10% discount to market and to pursue with USAR an at -the -market stock -for -stock acquisition and authorized TMRC’s management team, together with Mr. Marchese to proceed accordingly.

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On January 2, 2026, Mr. Marchese emailed Mr. Kronenfeld to state that the TMRC Board’s desire was for USAR to acquire all of the issued and outstanding TMRC Shares, rather than merely TMRC’s interest in RTMD. Mr. Marchese’s email also communicated TMRC’s preferred deal structure. Mr. Marchese also stated that the USAR offer undervalued TMRC Shares but that TMRC was willing to consider a transaction premised on an at -the -market exchange of stock for all of the outstanding TMRC Shares, subject to the TMRC Board, after receiving the favorable opinion of an independent financial advisor, concluding that the exchange ratio was fair to the TMRC stockholders.

On January 18, 2026, Mr. Kronenfeld delivered to TMRC a revised proposal, which included a revised draft letter of intent whereby USAR would acquire TMRC’s interest in RTMD. The proposal valued TMRC’s interest in RTMD at an amount equal to TMRC’s market capitalization based on a trailing 10 -day weighted average price of TMRC Shares. The USAR Shares delivered as consideration would also be valued on the basis of a 10 -day weighted average price. The revised proposal, by its terms, expired on January 23, 2026. The revised proposal also was conditioned on the execution of a definitive transaction agreement by the end of January 2026.

On January 23, 2026, the TMRC Board reviewed and considered the revised draft letter of intent but ultimately decided not to execute it, concluding that TMRC did not have adequate time to review and analyze the proposal, given the tight evaluation deadline of the proposal’s expiration date of January 23, 2026.

On January 26, 2026, USAR issued a press release announcing its entry into a letter of intent with the U.S. Department of Commerce regarding a potential U.S. government investment in USAR and a collaboration with the U.S. Department of Energy. The announced letter of intent covered a total investment of $1.6 billion, including $277 million in proposed federal funding and $1.3 billion in a proposed senior secured loan under the CHIPS Act. In conjunction with this announcement, USAR announced that it had also raised a common stock offering in the amount of $1.5 billion.

Later that day, Mr. Marchese and Mr. Blitzer held a conference call wherein they discussed the U.S. government’s letter of intent, during which call Mr. Blitzer expressed to Mr. Marchese that the investment, should it occur pursuant to the letter of intent, would be made in USAR and USAR would not have any obligation to use the proceeds thereof in connection with RTMD.

On the same conference call, Mr. Marchese indicated that the deadline included by USAR with its most recent proposal was not realistic. Mr. Blitzer suggested that TMRC respond to the expired draft letter of intent with suggested terms and Mr. Marchese stated that the TMRC Board would seek to engage a financial advisor and, after considering the advice of its financial advisor, respond with alternative terms. Between January 26, 2026 and February 5, 2026, representatives of TMRC conducted telephone interviews with several financial advisors with experience in mergers and acquisitions transactions similar to the one proposed by USAR and ultimately engaged Roth Capital Partners, LLC (“ Roth ”). The selection of Roth was based largely on Roth’s familiarity with TMRC as a result of prior interactions seeking to maximize shareholder value, as well as Roth’s research capabilities in the critical mineral industry. In addition, TMRC had a prior relationship with Roth in 2025, when it engaged Roth, on a best -efforts basis, to seek to raise capital for purposes of diversification. The prior engagement was not in any way related to this transaction.

On January 31, 2026, Mr. Marchese and Mr. Blitzer met in person to discuss potential transaction terms. Both agreed that it would make sense for USAR to acquire all of the TMRC Shares via a stock -for -stock transaction with an at -the -market price, in lieu of an implied discount to TMRC’s capitalization. During this meeting, Mr. Marchese and Mr. Blitzer discussed fixing the number of USAR Shares to be issued to reflect an at -the -market stock -for -stock exchange transaction. Mr. Marchese and Mr. Blitzer discussed a proposal for an acquisition of 100% of the outstanding TMRC Shares in exchange for 3.8 million USAR Shares issued by USAR and Mr. Blitzer indicated that he would be willing to propose such terms to the USAR Board.

On January 31, 2026, Mr. Blitzer sent Mr. Marchese a transaction proposal, which included a revised draft letter of intent reflecting an acquisition of 100% of the outstanding shares of TMRC by USAR in exchange for 3.8 million USAR Shares issued by USAR, conditioned on the negotiation of definitive documentation, TMRC stockholder approval, and customary regulatory approvals. The revised proposal, by its terms, expired on February 1, 2026. The TMRC Board discussed the revised letter of intent and authorized Mr. Marchese to pursue the transaction. Mr. Marchese and Mr. Blitzer held a call later that day during which they discussed their shared goal of creating an at -the -market transaction, valuing both companies at their respective current market capitalizations on a proportional basis.

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On February 1, 2026, TMRC engaged Loeb & Loeb, LLP (“ Loeb ”), as its outside counsel to represent TMRC in the proposed transaction with USAR. The selection of Loeb was made in consultation with Roth and took into account Loeb’s reputation in the financial services industry and its prior working relationship with Roth.

On February 1, 2026, Mr. Marchese transmitted a revised letter of intent to USAR that proposed that the parties sign a standstill agreement.

On February 1, 2026, White & Case LLP (“ White & Case ”), counsel to USAR, transmitted a revised letter of intent to TMRC and Loeb that, among other things, rejected the changes to the letter of intent proposed by TMRC.

On February 2, 2026, representatives of TMRC, USAR, Loeb and White & Case participated in a virtual meeting to discuss the proposed draft letter of intent. Following the meeting, Loeb circulated a new draft of the proposed draft letter of intent to USAR and White & Case that, among other things, proposed that the share consideration from USAR increase proportionally based on the exchange ratio implied by the proposed consideration of 3.8 million USAR Shares if TMRC were to issue additional TMRC Shares prior to closing, but only up to a cap of one million additional TMRC Shares.

On February 2, 2026, on behalf of USAR, White & Case transmitted a further revised letter of intent to TMRC and Loeb that, among other things: (1) removed the proposal to increase USAR’s share consideration in respect of additional TMRC Shares issued prior to closing; (2) clarified that USAR’s proposal assumed that a requirement that all outstanding securities exercisable for or convertible into TMRC Shares would be terminated at closing and that any paid exercise price remain on TMRC’s balance sheet at closing; and (3) added a 30 -day exclusivity period to negotiate definitive documentation for the proposed transaction, which would be extendible for successive 10 -day periods at USAR’s option during which TMRC would not be permitted to solicit, negotiate or enter into any alternative transactions.

On February 2, 2026, Mr. Marchese and Mr. Blitzer held a telephone conference in which they discussed the revised proposal delivered by USAR and they agreed that an exclusivity period for negotiations was appropriate.

On February 3, 2026, on behalf of TMRC, Loeb circulated a new draft letter of intent to USAR and White & Case that, among other things: (1) reintroduced TMRC’s proposal that the share consideration from USAR increase proportionally if TMRC issues additional TMRC Shares prior to closing but only up to a cap of one million additional TMRC Shares; and (2) accepted an exclusivity period for negotiations but revised the exclusivity period so that it could only be extended for a single 15 -day period and only if USAR was working in good faith towards completion of definitive documentation.

On February 3, 2026, representatives of TMRC, USAR, Loeb and White & Case participated in a virtual meeting to discuss the draft letter of intent. The parties discussed the potential increase in USAR Shares consideration if TMRC issued additional shares and USAR indicated its willingness to accept the TMRC proposal if the proportionate increase in USAR Shares consideration were to apply to the issuance of no more than an additional 500,000 TMRC Shares and only if the parties executed definitive documentation during the exclusivity period, which both parties indicated a willingness to set at 30 days.

On February 3, 2026, following such meeting, White & Case, on behalf of USAR, transmitted a further revised letter of intent (the “ LOI ”) to TMRC and Loeb that, among other things, reflected the parties’ agreement with respect to the increase in USAR Shares consideration and the 30 -day exclusivity period.

On February 3, 2026, the TMRC Board met to evaluate the terms proposed in the LOI delivered by White & Case on behalf of USAR. The LOI provided that USAR will acquire 100% of the fully diluted shares of TMRC in exchange for 3.80 million USAR Shares, subject to a proportionate upward adjustment to take into account any additional TMRC Shares issued prior to closing in connection with the exercise of warrants and the exercise or grant of equity awards, at a ratio of 0.0466558 USAR Shares for each additional TMRC Share, up to a maximum of 500,000 additional TMRC Shares. The LOI was not a legally binding obligation in respect of any of the substantive provisions of the LOI relating to the acquisition of TMRC and the parties would not be obligated to negotiate or consummate the transactions or enter into a definitive agreement. Mr. Marchese indicated that the transaction contemplated by the LOI was predicated on the TMRC Board, after receiving the favorable opinion of an independent financial advisor, concluding that the exchange ratio was fair to the TMRC stockholders.

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In addition, during the meeting the TMRC Board discussed the LOI in light of other concerns of the TMRC Board, including the concern that the weight of anticipated capital calls with respect to the Round Top Project, and the challenge TMRC would have in meeting such capital calls, could put TMRC in a position of TMRC’s interest in RTMD being diluted down to 3%. The TMRC Board also discussed that if there were capital calls beyond the time at which TMRC’s interest was diluted to 3% and TMRC was unable to fund such capital calls, then TMRC would be unable to participate in any potential profits until it funded such capital calls. The TMRC Board also considered the fact that TMRC had been unsuccessful in raising capital in 2025 in order to diversify TMRC’s business. At the end of the meeting the TMRC Board approved execution of the LOI. Later, Messrs. Marchese, Blitzer and Kronenfeld had communications that day that indicated both the TMRC Board and USAR Board had approved execution of the LOI. The USAR Board did not hold a formal meeting on the matter.

On February 3, 2026, TMRC and USAR executed the LOI.

On February 5, 2026, TMRC engaged Roth to act as its financial advisor to assess the proposed transaction and, if such assessment warranted, to prepare and deliver a fairness opinion with respect to the transaction.

On February 8, 2026, TMRC and USAR executed a mutual non -disclosure agreement, which protects confidential information furnished in connection with the proposed transaction.

On February 11, 2026, White & Case provided an initial draft merger agreement to Loeb.

On February 13, 2026, White & Case and Loeb held a virtual meeting to discuss the diligence process for each party, including the financial information regarding USAR that USAR was prepared to provide to TMRC and its representatives, including Roth, in connection with TMRC’s due diligence of USAR.

On February 15, 2026, representatives of TMRC, USAR, Loeb and White & Case participated in a virtual meeting to discuss, among other issues, the financial information, including projections, that USAR was prepared to deliver to TMRC and Roth in connection with TMRC’s due diligence of USAR. USAR’s representatives explained the basis for its inability to deliver certain financial information to TMRC.

On February 16, 2026, TMRC, at the suggestion of Loeb, engaged Potter Anderson & Corroon LLP (“ Potter Anderson ”) as its outside counsel to represent it in the proposed transaction with USAR with respect to the laws of the State of Delaware.

Between February 19, 2026, and through the date of execution on March 4, 2026, TMRC, USAR and each of their respective legal counsels engaged in numerous communications with respect to the open issues in the draft merger agreement and exchanged drafts of the merger agreement. During the course of the negotiations, significant areas of discussion involved the representations and warranties and interim operating covenants of TMRC and USAR; the amount of the termination fee payable by TMRC in connection with the termination of the transaction and the circumstances under which that fee would be payable; the potential tax treatment and related transaction structure; and conditions to closing.

On February 21, 2026, Mr. Marchese and Mr. Blitzer exchanged correspondence in which Mr. Marchese indicated that the exchange ratio contemplated in the draft merger agreement valued TMRC at a discount to its market price. Mr. Blitzer indicated a willingness to consider an increase in the amount of merger consideration if a discount persisted at the time the parties were ready to execute a definitive agreement. However, the parties concluded that if the merger consideration in the transaction was “at the market” at the time the parties signed the Merger Agreement, there should not be a need for adjustment.

On February 24, 2026, White & Case, on behalf of USAR, delivered a draft of the voting agreement to be entered into with directors and executive officers of TMRC (the “ Voting Agreement ”). Between February 24, 2026 through the date of execution on March 4, 2026, White & Case and Loeb negotiated and finalized the form of Voting Agreement.

On February 27, 2026, the TMRC Board held a meeting via video/conference call in order to discuss the USAR transaction. In attendance were Mr. Marchese, Dan Gorski, Jonathan Beigle, Cecil Wall, Don Hulse and Deepak Malhotra. Thomas C. Pritchard, an attorney of TMRC, and Chris Mathers, the CFO of TMRC, were also in attendance. Representatives of Loeb, Roth and Potter Anderson also attended.

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Mr. Marchese provided an introduction of the participants and confirmed with all board members that they have been receiving and reviewing drafts of the proposed merger agreement and the proposed voting agreement and have had, and continue to have, the opportunity to ask questions with respect to the terms and conditions of the proposed transaction.

Representatives of Roth led a detailed discussion regarding the financial analysis and processes being used in preparing the fairness opinion, including the valuation of TMRC, the implied offer value analysis of TMRC, net asset value analysis of TMRC, the WACC for TMRC, and select trading of publicly traded peer group companies of TMRC, and advised the TMRC Board that the analysis and fairness opinion were substantially complete. A robust discussion followed among counsel, Roth and the directors.

A representative of Loeb then led a detailed discussion with respect to the terms and conditions of the Merger Agreement, including the issues that remained to be resolved. A representative of Potter Anderson then led a detailed discussion of Delaware fiduciary obligations of board members.

On March 3, 2026, the TMRC Board met again to consider and vote upon the transaction. Also in attendance were representatives of Loeb, Roth, and Potter Anderson. During the board meeting, representatives of Roth led the review of Roth’s financial analysis of the transaction and provided the TMRC Board with an oral opinion (subsequently confirmed in writing) that, as of such date and based upon and subject to the procedures followed, assumptions made and qualifications and limitations on the review undertaken, and other matters considered by Roth in preparing its opinion (attached as Annex B to this proxy statement/prospectus), the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement, was fair from a financial point of view. After a robust discussion, the TMRC Board (a) determined that it is fair to and in the best interests of TMRC and its stockholders, and declared it advisable, to enter into the Merger Agreement, (b) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement by TMRC and the consummation by TMRC of the Transactions, (c) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to submit it to TMRC’s stockholders for consideration at a meeting of TMRC stockholders, and (d) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to recommend that the holders of TMRC Shares adopt the Merger Agreement.

On March 3, 2026, the USAR Board, with representatives of White & Case and members of management also in attendance, met to review the Merger Agreement and the Transactions. Members of management presented certain key commercial terms regarding the transactions to the USAR Board. A representative of White & Case summarized certain key terms regarding the Merger Agreement and Voting Agreements, including the status of the issues that remained unresolved. Following such presentations and a subsequent discussion among the USAR Board, the USAR Board (a) determined that the Merger Agreement and the Transactions are advisable and in the best interests of USAR and its stockholders and (b) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement by USAR and the consummation by USAR of the Transactions.

The Merger Agreement, Voting Agreements and other transaction documents were executed during the evening on March 4, 2026. Before the opening of market on March 5, 2026, USAR and TMRC issued a joint press release announcing the transaction.

USAR’s Reasons for the Mergers

USAR believes that the Mergers will advance its strategic objective of building a globally integrated, non -China critical minerals and technology platform. In particular, the USAR Board considered the following factors in approving the Merger Agreement:

•          The Round Top Project is an important part of USAR’s fully integrated rare earth and permanent magnet value chain across the United States, United Kingdom, France and Brazil, encompassing mining to metal -making , alloy production and neodymium magnet manufacturing, as part of USAR’s strategy of establishing a secure, Western -aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors. The Mergers will enable USAR to acquire TMRC’s approximately 18.7% minority interest in RTMD, thereby establishing USAR as the sole operator and 100% economic beneficiary of the Round Top Project.

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•          In addition, by eliminating the outstanding minority interest, the Mergers simplify governance, unify strategic decision -making , and align capital planning and execution under a single operator which the USAR Board views as essential to support the efficient transition from development to commercial production under USAR’s AMP.

•          The Mergers will also secure for USAR the rights under existing long -term leases covering approximately 950 acres at the Round Top Project, together with prospecting rights on an additional 9,345 acres.

The USAR Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The USAR Board viewed its position as being based on all the information and factors presented to and considered by it. In addition, individual directors may have given different weights to different information and factors.

TMRC’s Reasons for the Mergers

The TMRC Board, at a meeting held on March 3, 2026, (a) determined that it is fair to and in the best interests of TMRC and its stockholders, and declared it advisable, to enter into the Merger Agreement, (b) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement by TMRC and the consummation by TMRC of the transactions contemplated thereby (the “ Transactions ”), including the Mergers, (c) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to submit the Merger Agreement to TMRC’s stockholders for consideration at a meeting of TMRC’s stockholders and (d) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to recommend that the holders of TMRC Shares adopt the Merger Agreement.

In reaching its determinations and recommendations, the TMRC Board consulted with company management and financial and legal advisors and considered a range of factors and scenarios, including the non -exhaustive list of factors, described below, which are not presented in any relative order of importance and each of which the TMRC Board viewed as being supportive of its determination.

•          The Mergers enable TMRC stockholders to avoid the dilution that would likely result from TMRC’s inability to fund its portion of anticipated RTMD capital calls for 2026 of as much as $50 million, which could reduce TMRC’s economic interest in RTMD to as little as 3%.

•          TMRC stockholders will receive fully registered USAR Shares in the Mergers. USAR has a much larger market capitalization and greater trading liquidity than that of TMRC. TMRC stockholders, therefore, will benefit from an enhanced ability to achieve liquidity based on USAR’s daily trading volumes in the twelve months preceding the announcement of the Transactions.

•          The Merger Agreement provides for a fixed number of USAR Shares to be issued in exchange for TMRC Shares. The Merger Consideration will not fluctuate as a result of possible changes in the market prices of TMRC Shares and USAR Shares following the announcement of the Transactions, providing protection against potential downside movement in the trading price of TMRC Shares in light of the volatility of securities trading markets and commodities prices.

•          The Mergers enable TMRC stockholders to fully participate in the value and opportunities that are expected to result from the Mergers, including equity participation in a combined business with three worldwide asset portfolios: the Round Top project, the metal -making subsidiary and the magnet manufacturing facilities, which offer significantly expanded future growth potential as compared to TMRC’s minority interest in RTMD on a standalone basis.

•          The combined company resulting from the Mergers will be better positioned to invest in RTMD as a result of its market capitalization and strong balance sheet, which may be further strengthened by a potential U.S. government investment in USAR and a collaboration with the U.S. Department of Energy. The announced letter of intent covered a total investment of $1.6 billion. Consequently, TMRC stockholders will have a greater ability to reap the benefits of their investment in the Round Top project than they would have had through a potentially diluted investment in RTMD.

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•          The TMRC Board also considered the following risks inherent in maintaining the assets within the current, or a somewhat larger, standalone exploration and production company, and determined that the USAR transaction eliminated, or significantly reduced, key risks including:

•          concentration risk associated with having virtually 100% of TMRC assets tied up in RTMD;

•          the risks related to the ongoing trend of investors seeking to allocate capital to listed companies and the largest and most financially stable and critical mineral producers, which has contributed to reduced valuations for small and micro -cap companies that trade on the OTC; and

•          financial and operating risks associated with growing pressure to diversify away from solely critical minerals.

•          The TMRC Board’s detailed consideration of the opportunities and risks of various potential strategic alternatives to the Mergers available to TMRC, including (i) other potentially available strategic transactions such as an acquisition of TMRC by another industry participant large enough to execute an acquisition of TMRC or the acquisition of TMRC’s minority interest in RTMD (taking into account that USAR holds a right of first refusal pursuant to the RTMD amended and restated limited liability company agreement dated June   26, 2023 (the “ RT LLC Agreement ”)), and (ii) continuing as a stand -alone publicly traded company, and the TMRC Board’s determination that none of the possible alternatives to the Mergers was reasonably likely to present superior opportunities for TMRC to create greater value for TMRC stockholders, taking into account execution risks as well as business, financial, industry and competitive factors. In reaching such an assessment, the TMRC Board considered that no strategic alternatives emerged from its prior solicitation process in 2025, pursuant to which Roth Capital Partners, LLC reached out to three potential counterparties, which included a wide range of industry participants with market capitalizations lower than and in excess of that of USAR, on behalf of TMRC to gauge their interest in a potential transaction, all of which declined to enter into serious discussions with respect to a transaction.

•          USAR’s larger, diversified asset portfolio provides a unique opportunity for TMRC stockholders to gain equity participation in a more diversified asset base and would de -risk the TMRC stockholders’ existing concentrated exposure in RTMD.

•          USAR’s strong balance sheet has a greater ability to fund major projects at RTMD while maximizing cash returns and invest across the critical mineral value chain, optimize capital allocation across its diversified asset portfolio, explore other critical mineral opportunities, and invest in technological innovation to enhance future opportunities than TMRC has on a standalone basis.

•          USAR’s strong management team and the USAR Board will position the combined company for sustained growth and drive long -term shareholder value.

•          The complementary nature, quality and scale of assets of USAR and TMRC, including TMRC’s assets in RTMD, are complementary to those of USAR and would allow the combined company to engage in capital -efficient development. These synergies are expected to benefit TMRC stockholders by: (i) enhancing the combined company’s position globally, (ii) optimizing the combined company’s development plans to deliver greater economic efficiencies, and (iii) supporting further growth opportunities globally.

•          The combined company will have a more diversified asset portfolio and improved ability to withstand commodity supply and demand and price volatility.

•          USAR and TMRC share similar philosophies in regard to the significance of developing an end -to -end mine -to -magnet strategy.

•          The TMRC Board reviewed and considered the terms of the Merger Agreement, taken as a whole, including:

•          the representations, warranties and covenants of the parties;

•          the restrictions imposed on TMRC’s business and operations during the pendency of the Mergers are reasonable and customary for transactions like the Mergers and not unduly burdensome;

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•          the lack of any financing condition or any condition based upon receiving USAR stockholder approval, which increases the likelihood that the Mergers will be completed in a timely manner;

•          that the limitations contained in the Merger Agreement on TMRC’s ability to solicit alternative proposals from third parties or respond to unsolicited acquisition proposals would not prevent or preclude any third party from making a competing proposal, subject to the terms and conditions provided in the Merger Agreement;

•          that notwithstanding the limitations contained in the Merger Agreement on TMRC’s ability to solicit alternative proposals from third parties and terminate the Merger Agreement, the Merger Agreement allows TMRC in certain circumstances before (but not after) the adoption of the Merger Agreement by the requisite holders of TMRC Shares, to engage in discussions with third parties regarding any unsolicited acquisition proposal for TMRC that constitutes or would reasonably be expected to result in a superior proposal;

•          the ability of the TMRC Board under certain circumstances to change, withdraw or modify the recommendation that TMRC’s stockholders vote in favor of the adoption of the Merger Agreement if the TMRC Board has determined in good faith, after consultation with its legal advisors, that failing to make a change in its recommendation would be reasonably likely to be inconsistent with the TMRC Board’s fiduciary duties;

•          the provisions of the Merger Agreement that restrict TMRC’s ability to solicit possibly superior transactions and that require payment by TMRC of a $3,250,000 termination fee under the Merger Agreement in specified circumstances are reasonable in light of the circumstances and the overall terms of the Merger Agreement, consistent with fees in comparable transactions, and would not significantly discourage alternative acquisition proposals that constitute superior proposals from credible third parties willing and able to make such proposals; and

•          that there are limited circumstances in which USAR may terminate the Merger Agreement.

•          On March 3, 2026, Roth presented the TMRC Board with its financial analysis of the Mergers followed by its oral opinion, confirmed by delivery of a written opinion dated March 3, 2026, to the effect that, based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be received by the holders of TMRC Shares pursuant to the Merger Agreement was fair from a financial point of view. For a more detailed description of the opinion of Roth, see the section entitled “Opinion of TMRC’s Financial Advisor” on page 6.

•          The likelihood that the Mergers would be consummated based on, among other things, the likelihood and anticipated timing of consummating the Mergers in light of the limited scope of the conditions to closing, including the lack of a requirement for the USAR stockholders to approve the merger and lack of required regulatory approval closing conditions.

•          TMRC’s stockholders’ ability to exercise their statutory appraisal rights under Section 262 of the DGCL and receive payment of the “fair value” of their respective TMRC Shares in lieu of the Merger Consideration, subject to and in accordance with the DGCL, unless and until any such stockholder withdraws or loses such holder’s right to appraisal and payment under the DGCL.

•          The Mergers are intended, for U.S. federal income tax purposes, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

In the course of its deliberations, the TMRC Board also considered a variety of risks and other potentially negative factors, including the following:

•          The TMRC Board considered that because the Merger Consideration is based on a fixed number of shares, TMRC stockholders will bear the risk of a decrease in the trading price of USAR Shares during the pendency of the Mergers and the Merger Agreement does not provide TMRC with a collar or a value -based termination right.

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•          The risks and contingencies relating to the announcement and pendency of the Mergers, including the potential for diversion of management and employee attention and the potential effect of the combination on the businesses of both companies and the restrictions on the conduct of TMRC’s business during the period between the execution of the Merger Agreement and the completion of the Mergers.

•          The TMRC Board considered that TMRC would be required to pay to USAR a termination fee of $3,250,000 in the event the Merger Agreement were to be terminated by USAR in certain circumstances, including in connection with a change in the TMRC Board’s recommendation to its stockholders with respect to adoption of the Merger Agreement and the possibility that such termination fee could deter a potential acquirer from proposing an alternative transaction that would provide greater value to TMRC stockholders.

•          The TMRC Board considered that the Merger Agreement required TMRC to terminate all discussions with potential alternative transaction counterparties while noting that TMRC would only have the right to respond to alternative proposals that the TMRC Board determines in good faith constitute or would reasonably be expected to result in a superior proposal and in accordance with the applicable terms of the Merger Agreement.

•          The TMRC Board considered that, based on the implied value of the Merger Consideration as of March 4, 2026, TMRC stockholders would own less than 2% of USAR after the Mergers.

•          The TMRC Board considered risks of the type and nature described under the sections entitled “ Cautionary Note Regarding Forward -Looking Statements ” and “ Risk Factors ” in addition to the following risks:

•          the risk that the Mergers will not be completed, or may not be completed on the anticipated timeline, due to the failure to satisfy one or more of the conditions to closing or for other reasons outside of TMRC’s control, and that if the Mergers are not completed, TMRC stockholders would not receive the Merger Consideration and TMRC would remain subject to the risks and uncertainties of operating as a standalone company;

•          the fact that TMRC has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed Transactions, regardless of whether the Mergers are consummated;

•          the potential for litigation by stockholders in connection with the Mergers, which, even where lacking in merit, could nonetheless result in distraction and expense;

•          the provisions of the Merger Agreement that impose certain restrictions on the operations of TMRC until implementation of the Mergers, which could delay or prevent TMRC from undertaking business opportunities that may arise and could have a negative impact on TMRC’s ability to maintain its existing business and employee relationships; and

•          the public announcement of the Mergers could adversely affect TMRC’s relationships with its employees, business partners, and other stakeholders, and could result in the diversion of management attention and resources away from day -to -day operations during the pendency of the Mergers.

The TMRC Board believed that, overall, the potential benefits of the Mergers to TMRC stockholders outweighed the potential risks and uncertainties of the Mergers.

In addition, the TMRC Board was aware of and considered that TMRC directors and executive officers may have interests in the Mergers that may be different from, or in addition to, their interests as stockholders of TMRC generally.

The foregoing discussion of factors considered by the TMRC Board is not intended to be exhaustive, but it includes material factors considered by the TMRC Board. In light of the variety of factors considered in connection with its evaluation of the Mergers, the TMRC Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the TMRC Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The TMRC Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate

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determination. The TMRC Board based its recommendation on the entirety of the information presented. The TMRC Board believed that, overall, the potential benefits of the Mergers to TMRC stockholders outweighed the potential risks and uncertainties of the Mergers.

Opinion of TMRC’s Financial Advisor

Pursuant to an engagement letter dated February 8, 2026, the TMRC Board retained Roth Capital Partners, LLC (“ Roth ”) to render its opinion to the TMRC Board as to whether the Merger Consideration to be received by the stockholders of TMRC in connection with the Transactions pursuant to the Merger Agreement, was fair from a financial point of view.

On March 3, 2026, Roth rendered its opinion to the TMRC Board, which opinion was initially rendered orally and subsequently confirmed in writing, that, as of the date of such opinion, and based upon the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review set forth in Roth’s written opinion, dated March 3, 2026 (the “ Roth Fairness Opinion ”), the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement, was fair from a financial point of view.

In the Roth Fairness Opinion, Roth noted that the Merger Agreement provided that each TMRC Share issued and outstanding prior to the Effective Time (other than any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will be converted into the right to receive a pro rata portion of the 3,823,328 USAR Shares issuable to the TMRC stockholders as the Merger Consideration, based on the exchange ratio set forth in the Merger Agreement.

The full text of the Roth Fairness Opinion, which sets forth the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by Roth in rendering such opinion, is attached to this proxy statement/prospectus as Annex B and is incorporated by reference in its entirety to this proxy statement/prospectus. The Roth Fairness Opinion was prepared for the information and use of the TMRC Board (in its capacity as such) in connection with its consideration of the Transaction. The Roth Fairness Opinion was not intended to be used for any other purpose without Roth’s prior written approval in each instance, except as expressly provided for in the Roth Fairness Opinion. Roth has consented to the use of the Roth Fairness Opinion in this proxy statement/prospectus.

The Roth Fairness Opinion did not address TMRC’s underlying business decision to enter into the Merger Agreement or complete the Transaction, or the relative merits of the Transaction, as compared to any alternative transactions that were or may be available to TMRC, and does not constitute a recommendation to the TMRC Board or to any stockholder of TMRC as to how such stockholder should vote with respect to the Transaction or any other matter. The following summary of the Roth Fairness Opinion is qualified in its entirety by reference to the full text of such opinion.

For purposes of the Roth Fairness Opinion and in connection with Roth’s review, Roth, among other things:

•          reviewed a draft of the Merger Agreement;

•          reviewed certain publicly available information relating to USAR, including: (i) reported prices and trading activity for the USAR Shares; (ii) USAR’s Annual Report on Form 10 -K for the fiscal year ended December   31, 2024, and its subsequently filed Quarterly Reports on Form 10 -Q ; and (iii) equity research analyst estimates and target price ranges relating to USAR’s business, earnings, cash flow, assets, liabilities and prospects;

•          performed a discounted cash flow analysis of USAR based on publicly available equity research analyst forecasts and certain other assumptions, as directed by TMRC’s management;

•          conducted discussions with members of the senior management of TMRC concerning the business, operations, financial condition and prospects of TMRC and its proportionate interest in the assets, liabilities, and operations of RTMD;

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•          reviewed certain publicly available information relating to TMRC, including: (i) reported prices and trading activity for the TMRC Shares; (ii) TMRC’s Annual Report on Form 10 -K for the fiscal year ended August 31, 2025, and its subsequently filed Quarterly Reports on Form 10 -Q ; and (iii) the 2019 Preliminary Economic Assessment of the Round Top Project, Sierra Blanca, Texas, commissioned by the Round Top Project (the “ Preliminary Economic Assessment ”);

•          reviewed financial projections and forecasts prepared by the management of TMRC relating to the future performance of TMRC and the Round Top Project, including TMRC’s expected future ownership stake therein, and performed a discounted cash flow analysis based on such projections and forecasts;

•          reviewed and analyzed certain publicly available financial and other information of selected publicly traded companies that Roth deemed relevant and compared such information to that of USAR and TMRC;

•          participated in discussions with representatives of the TMRC Board and its legal advisors regarding TMRC’s business, the Round Top Project, and certain other matters that Roth deemed relevant for purposes of rendering its opinion; and

•          performed such other analyses, including detailed financial analyses, and considered such other factors as Roth deemed appropriate for the purpose of reviewing the proposed Transaction and rendering its opinion.

In rendering its opinion, Roth assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Roth by or through the TMRC Board. Roth further relied upon the assurances of the management of TMRC that such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in any material respect.

With respect to financial projections of TMRC, Roth was advised by the management of TMRC, and has assumed, that such projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of TMRC for the future financial performance of TMRC. Roth does not express any view as to the assumptions on which such projections are based or the assumed probabilities associated with future events contemplated thereby. The financial projections included in this proxy statement/prospectus were not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants. The financial projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, TMRC’s management. BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda have not audited, reviewed, examined, compiled, or applied agreed -upon procedures with respect to the financial projections included in this proxy statement/prospectus. Accordingly, BDO USA, P.C.; Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda do not express an opinion or any other form of assurance with respect thereto. The reports of BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda, incorporated by reference/included in this Form S -4 relate to previously issued financial statements and do not extend to the forecasted financial information, and should not be read to do so.

Further, no other independent accountants have compiled, examined or performed any procedures with respect to the forecasted financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or the achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, the forecasted financial information. The reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement/prospectus and should not be read to do so. The forecasted financial information included in this proxy statement/prospectus speaks only as of the date on which such information was prepared, and neither USAR or TMRC undertakes any obligation, other than as required by applicable law, to update the forecasted financial information included herein to reflect events or circumstances after the date the forecasted financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

In rendering its opinion, Roth was not provided with, and did not rely upon, any non -public financial projections or internal forecasts of USAR, including its interest in the Round Top Project, and Roth’s analyses of USAR and its interest in the Round Top Project were based solely upon publicly available information, including publicly filed reports and publicly available equity research analyst estimates.

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Roth assumed that the final executed Merger Agreement would not differ in any material respect from the draft Merger Agreement reviewed by Roth and that the Transaction would be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions. Roth also assumed that, in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the proposed Transaction, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on TMRC or the contemplated benefits expected to be derived from the proposed Transaction.

Roth is not a legal, tax, accounting or regulatory advisor, and expressed no opinion as to legal, tax, accounting or regulatory matters. Roth relied upon, without independent verification, the assessment of TMRC and its legal, tax, accounting and regulatory advisors with respect to legal, tax, accounting and regulatory matters. Accordingly, the Roth Fairness Opinion does not address any legal, tax, accounting or regulatory matters, as to which Roth understood that TMRC had obtained such advice as it deemed necessary from qualified professionals.

Roth did not perform any independent valuations or appraisals of any of the assets or liabilities (fixed, contingent or other) of TMRC or USAR, and has not been furnished or provided with any such appraisals or valuations. Roth did not undertake any independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which TMRC, USAR, or any of their respective affiliates is a party or may be subject, did not make any assumptions concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.

Roth assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by or through the TMRC Board with respect to the Round Top Project, including the information set forth in the Preliminary Economic Assessment. Roth did not conduct any independent technical or geological audit of the Round Top Project, and expressed no view on the technical feasibility thereof.

The Roth Fairness Opinion was necessarily based on the economic, monetary, market, financial and other conditions as they existed and could have been evaluated as of the date of the Roth Fairness Opinion. Events occurring after the date of the Roth Fairness Opinion could materially affect the assumptions used in preparing the Roth Fairness Opinion. Roth does not have any obligation or responsibility to update, reaffirm or revise the Roth Fairness Opinion or otherwise comment upon any circumstances, developments or events occurring after the date of the Roth Fairness Opinion.

Roth is a nationally recognized investment banking firm that provides financial advisory services and is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, private placements, secondary distributions of listed and unlisted securities, and valuations for corporate, estate and other purposes. Roth was selected by TMRC based on Roth’s experience, expertise, reputation and familiarity with TMRC. The TMRC Board did not impose any limitations on Roth with respect to the investigations made or procedures followed in rendering its opinion. The Roth Fairness Opinion was approved by an authorized internal fairness committee at Roth in accordance with its customary practice.

The Roth Fairness Opinion was limited to and addressed only the fairness of the consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement to the extent expressly set forth in the Roth Fairness Opinion. Roth was not asked to, nor did Roth offer any opinion on, and the Roth Fairness Opinion did not address, any other aspect or implication of the Merger Agreement or any agreement, arrangement or understanding entered into in connection with the Merger Agreement or otherwise, including, without limitation, the basic business decision to proceed with or effect the Transaction, the independent fair value of TMRC, or the fairness of the amount or nature of any compensation to any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, relative to the consideration in the Merger Agreement. Further, Roth expressed no opinion on the relative merits of the Merger Agreement as compared to any alternative business strategies that might exist for TMRC, the underlying business decision of the Company to proceed with the Merger Agreement, or the effects of any other transaction in which TMRC might engage. In addition, the Roth Fairness Opinion did not address the solvency or viability of TMRC or USAR before or after the consummation of the Transaction.

In connection with its engagement by the TMRC Board, Roth agreed to receive a fee of $350,000 upon the delivery of the Roth Fairness Opinion, which is payable in cash. This fee was determined by Roth and proposed to the TMRC Board. In addition, Roth is entitled to receive an advisory fee for its services as financial advisor to TMRC in connection with the Transaction in an amount equal to 0.75% of the aggregate consideration paid to or received by TMRC in connection with the Transaction, contingent upon the completion of the Transaction. Such advisory fee will

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be paid in cash at the time of, and as a condition to, the closing of the Transaction. The advisory fee is independent of any consideration for issuance of the Roth Fairness Opinion. TMRC has agreed to indemnify Roth against certain liabilities. Roth will also be reimbursed for certain expenses in connection with its services up to a limit of $35,000 for all expenses, which limit may be modified with the consent of TMRC.

Roth is a full -service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, Roth and its affiliates may acquire, hold or sell, for Roth’s or its affiliates’ own accounts and for the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of TMRC and the other parties to the Transaction, and, accordingly, may at any time hold a long or a short position in such securities. Except as described above or as set forth below, Roth has not had a material relationship with, nor has it otherwise received any fees from TMRC, USAR or any other party to the Transaction during the two years preceding the date hereof. During the two years preceding the date hereof, Roth has had certain investment banking relationships with USAR. In April 2025, Roth was engaged by USAR to act as a co -placement agent in connection with a private placement of its securities, which offering generated gross proceeds to USAR of approximately $75 million, and for which Roth received aggregate compensation of approximately $450,000 in connection with such engagement.

Summary of Material Financial Analyses

The following is a summary of material financial analyses prepared, or reviewed, by Roth and discussed with the TMRC Board in connection with the rendering of the Roth Fairness Opinion:

•          discounted cash flow analysis with respect to USAR performed by Roth;

•          selected publicly traded comparable companies analysis with respect to USAR and the Round Top Project, performed by Roth; and

•          net asset valuation analysis with respect to the Round Top Project and TMRC’s ownership interest therein, performed by Roth.

The order in which the analyses are listed above and described below does not represent the relative importance or weight given to the analyses by Roth. Some of the summaries of financial analyses include information presented in tabular format. In order to fully understand such analyses, the tables must be read together with the text of the related summary. The tables alone do not constitute a complete description of Roth’s analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 3, 2026, and is not necessarily indicative of current market conditions.

Discounted Cash Flow Analysis

The discounted cash flow analysis is a “forward looking” methodology and is based on projected future cash flows to be generated by USAR which are then discounted back to March 3, 2026 (the “ Valuation Date ”). This methodology has three primary components: (i) the present value of projected standalone unlevered, after -tax free cash flows for a determined period, (ii) the present value of the terminal value of cash flows (representing firm value beyond the time horizon on the projection), and (iii) the weighted average cost of capital (“ WACC ”) used to discount such future cash flows and terminal value back to the present.

For purposes of the discounted cash flow analysis, Roth utilized publicly filed reports and publicly available equity research analyst forecasts and certain other assumptions, as directed by TMRC’s management, to calculate USAR’s projected standalone unlevered, after -tax free cash flows for the calendar years ending December 31, 2025 through December 31, 2030.

In performing its discounted cash flow analysis, Roth calculated ranges of the estimated present values of the unlevered, after -tax free cash flows of USAR forecasted to generate for 2025 to 2030 by applying discount rates, as of the Valuation Date, ranging from 13.8% to 17.8%, reflecting Roth’s estimates of USAR’s WACC, as further described below.

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The WACC was calculated using a cost of equity of 16.1% and a cost of debt of 7.2%. Roth further calculated terminal values by applying EBITDA exit multiples ranging from 11.7x to 15.7x to USAR’s terminal year 2030 EBITDA of $966 million.

The WACC was calculated by adding (i) the estimated market value of equity as a percentage of the total market value of USAR’s capital multiplied by USAR’s estimated cost of equity, and (ii) the estimated market value of debt as a percentage of the total market value of USAR’s capital multiplied by USAR’s estimated after -tax market cost of debt. The estimated market value of USAR’s debt and equity were calculated using the average debt to equity ratios of the comparable publicly traded companies. The estimated cost of equity was calculated using the capital asset pricing model, which took into account the betas of comparable publicly traded companies, the risk -free rate, a historical equity market risk premium and a historical small capitalization risk premium, which risk premiums were sourced from the 2024 Kroll Cost of Capital Module. The estimated cost of debt was based on publicly available data as of the Valuation Date.

Selected Public Companies Analysis

Roth analyzed publicly available financial and stock market data for (i) eight (8) selected publicly traded companies operating in the lithium and industrial mineral and hard rock rare mining industry with market capitalizations ranging from $62 million to $13.5 billion as of the Valuation Date for USAR (collectively, the “ USAR selected companies ”), and (ii) six selected publicly traded companies that have majority ownership in hard rock rare mineral mining projects with market capitalizations ranging from $80 million to $13.5 billion as of the Valuation Date for the Round Top Project (collectively, the “ Round Top Project selected companies ”).

Selected Public Companies Analysis for USAR

Roth selected the following publicly traded companies as the USAR selected companies that it considered generally relevant for the analysis for USAR:

•          Lynas Rare Earths Limited

•          MP Materials Corp.

•          Liontown Limited

•          Critical Metals Corp.

•          Dateline Resources Limited

•          Arafura Rare Earths Limited

•          Australian Strategic Materials Ltd

•          Resolution Minerals Ltd

Roth reviewed various financial metrics of the USAR selected companies, including enterprise values, which were calculated as fully diluted equity values based on the closing stock prices on the Valuation Date, plus, if applicable for each company, total debt (excluding leases), preferred equity, and non -controlling interests minus cash and cash equivalents.

These enterprise values were analyzed as multiples of estimated revenue and EBITDA for calendar year 2027. The financial data for the USAR selected companies was sourced from publicly available data obtained from public filings with the SEC and other data sources, and subject to the following:

•          Based on Roth’s judgment and experience, the analysis excludes the highest and lowest 25% of revenue multiples for the eight USAR selected companies. After excluding these data points, the overall low to high calendar year 2027 estimated revenue multiples observed for the USAR selected companies were 5.1x to 9.8x (with an overall median of 7.0x). Roth applied the above selected ranges for projected calendar year 2027 to corresponding data of USAR.

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•          Based on Roth’s judgment and experience, the analysis uses the median EBITDA multiple from the eight USAR selected companies as the midpoint, developing a range by subtracting and adding 2x to establish the low and high ends. After applying these data points, the overall low to high calendar year 2027 estimated EBITDA multiples observed for the USAR selected companies were 11.7x to 15.7x (with an overall median of 13.7x). Roth applied the above selected ranges for projected calendar year 2027 to corresponding data of USAR.

This analysis resulted in the reference ranges of implied value per USAR Share set forth below:

Multiples

Implied Value Per Share

Low

High

Low

High

EV/CY 2027P Revenue (1)

5.1x

9.8x

$

14.95

$

20.89

EV/CY 2027P EBITDA

11.7x

15.7x

$

30.15

$

43.61

____________

(1)        “EV” refers to enterprise value and “CY” refers to calendar year.

Selected Public Companies Analysis for the Round Top Project and Net Asset Value for TMRC

Roth selected the following publicly traded companies as the Round Top Project selected companies that it considered generally relevant for the analysis for the Round Top Project:

•          Lynas Rare Earths Limited — Mt Weld

•          MP Materials Corp. — Mountain Pass

•          Arafura Rare Earths Limited — Nolans

•          Rare Element Resources — Bear Lodge

•          VHM Limited — Goschen

•          Defense Metals Corp. — Wicheeda

Roth reviewed various financial metrics of the Round Top Project selected companies, including enterprise values, which were calculated as fully diluted equity values based on the closing stock prices on the Valuation Date, plus, if applicable for each company, total debt (excluding leases), preferred equity, and non -controlling interests minus cash and cash equivalents. Roth also reviewed each Round Top Project selected company’s ownership percentage in mining projects, including Total Rare Earth Element (TREE) and Net Asset Value (NAV) of each project as of the Valuation Date.

The enterprise values were analyzed as multiples of TREE and the NAVs were analyzed as multiples of price as of the Valuation Date. The financial and mining project data for the Round Top Project selected companies was sourced from publicly available data obtained from public filings with the SEC, each project’s technical and feasibility reports, and other data sources, and subject to the following:

•          Based on Roth’s judgment and experience, the analysis excludes the highest and lowest 25% of TREE multiples for the five Round Top Project selected companies. After excluding these data points, the overall low to high estimated TREE multiples observed for the Round Top Project selected companies were $170 million to $2.5 billion (with an overall median of $698 million). That range was further adjusted for TMRC’s expected ownership and divided by the number of TMRC Shares outstanding, which resulted in share price range of $0.19 to $2.69 per TMRC Share.

The NAV analysis is a “forward looking” methodology and is based on projected future cash flows to be generated by the Round Top Project over a 22 -year projection period, which are then discounted back to the Valuation Date. This methodology has three primary components: (i) the present value of projected standalone unlevered, free cash flows for the determined period, (ii) the projection of TMRC’s equity interest in the project over this period, as a result of expected cash calls and estimated dilution thereof, and (iii) the WACC used to discount such future cash flows back to the present.

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For purposes of the NAV analysis, Roth utilized TMRC’s management assumptions and projected cash flows for the Round Top Project based on publicly available information, as well as certain other assumptions as directed by TMRC’s management. In performing its NAV analysis, Roth calculated ranges of the estimated present values of the unlevered, free cash flows of the Round Top Project for its 22 -year projection period by applying discount rates, as of the Valuation Date, ranging from 10% to 20%, reflecting Roth’s estimates of the Round Top Project’s WACC. The WACC was calculated using a cost of equity of 15.9% and a cost of debt of 7.1%. Roth further calculated the implied value attributable to TMRC, based on forecasted ownership percentage of 4.12%, accounting for expected cash calls and resulting dilution. The value was further adjusted by estimated price to NAV multiples observed for the Round Top Project selected companies, as specified below:

•          Based on Roth’s judgment and experience, the analysis excludes the highest and lowest 25% of price to NAV multiples for the five Round Top Project selected companies. After excluding these data points, the overall low to high estimated price to NAV multiples observed for the Round Top Project selected companies were 0.08x to 0.88x (with an overall median of 0.61x). Roth subtracted the above selected ranges to derive a range for TMRC’s Adjusted NAV Per Share using TMRC’s management projected 2028 ownership interest in the Round Top Project of 4.12%.

This analysis resulted in the reference ranges of implied value per TMRC Share set forth below:

Multiples (1)

Implied Value Per Share

Low

High

Low

High

EV/Total Rare Earth Element (2)

$

170

$

2,453

$

0.19

$

2.69

TMRC Adjusted NAV

0.08x

0.88x

$

0.07

$

1.39

____________

(1)        Dollar amounts are in millions of United States dollars.

(2)        “EV” refers to enterprise value.

Miscellaneous

This summary is not a complete description of the Roth Fairness Opinion or the underlying analyses and factors considered in connection with such opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to a partial analysis or summary description. Roth believes that its analyses described above must be considered as a whole and that considering any portion of such analyses or factors considered without considering all such analyses and factors could create a misleading or incomplete view of the processes underlying Roth’s analyses and its opinion. In arriving at its fairness determination, Roth considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, it made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. In performing its analyses, Roth made numerous assumptions with respect to industry performance and general business and economic conditions, such as industry growth, inflation, interest rates and many other matters, many of which are beyond the control of TMRC, USAR and their respective advisors. Any estimates used in Roth’s analyses, and the results derived from such analyses, are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. No company selected for the analyses described above is identical to TMRC and/or USAR.

In conducting its analyses and arriving at its opinion, Roth utilized a variety of valuation methods. The analyses were prepared solely for the purpose of enabling Roth to provide its opinion to the TMRC Board as to the fairness, from a financial point of view, of the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement as of the date of the Roth Fairness Opinion, and do not purport to be appraisals or necessarily reflect the prices at which these companies or securities may actually be sold, which are inherently subject to uncertainty.

The terms of the Transaction were determined through arm’s -length negotiations between TMRC and USAR and were approved by the TMRC Board and the USAR Board. The decision to enter into the Merger Agreement by TMRC was solely that of the TMRC Board. Roth did not make any recommendations as to any specific consideration to TMRC or the TMRC Board, or that any specific amount or type of consideration constituted the only appropriate consideration for the Transaction. In addition, Roth was not authorized to, and did not, solicit any expressions of interest from any other parties with respect to any transaction involving TMRC or USAR, or review other alternative

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business combinations or transactions that TMRC could pursue. As described above, the Roth Fairness Opinion and the presentation of such opinion to the TMRC Board by Roth were among a number of factors taken into consideration by the TMRC Board in making its determination to approve the Merger Agreement, the Transaction and the other transactions contemplated thereby, including the factors described elsewhere in this proxy statement/prospectus.

Interests of USAR’s Directors and Executive Officers in the Mergers

Except for their interests as stockholders of USAR, USAR’s directors and executive officers do not have any interests in the Mergers that are different from, or in addition to, those of other USAR stockholders generally.

Interests of TMRC’s Directors and Officers in the Mergers

In considering the recommendation of the TMRC Board to vote in favor of the Merger Proposal, TMRC stockholders should be aware that, aside from their interests as stockholders, TMRC’s directors and officers have interests in the Mergers that are different from, or in addition to, those of other TMRC stockholders generally. TMRC’s directors were aware of and considered these interests, among other matters, in evaluating the Mergers and in recommending to stockholders that they approve and adopt the Merger Agreement and the Mergers. TMRC stockholders should take these interests into account in deciding whether to approve the Merger Proposal. These interests include, among other things:

•          As a condition to closing of the Mergers, TMRC will cause completion of a transfer of certain assets to Mr. Daniel Gorski, the Chief Executive Officer of TMRC, to pay off certain indebtedness between Mr. Gorski and a subsidiary of TMRC prior to the Effective Time.

•          The Merger Agreement provides that for a period of six years from and after the Effective Time, USAR shall cause the surviving company to (or if the surviving company is not able, USAR shall) indemnify and hold harmless all present and former director or officer of TMRC or any of its subsidiaries and each other person who, at the request or for the benefit of TMRC or its subsidiaries, is or was previously serving as a director, officer, manager, employee or fiduciary of any other person or any benefit plan of TMRC or any benefit plan of any TMRC subsidiary (in each case, when acting in such capacity) (determined as of the Effective Time) from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time as provided in the certificate of incorporation or bylaws or other governing documents of TMRC or the applicable subsidiary of TMRC in effect on the date of the Merger Agreement or any indemnification agreement between such indemnified party and TMRC or applicable subsidiary of TMRC to the fullest extent permitted under applicable law. For six years after the Effective Time, USAR shall cause the surviving company to maintain in effect provisions in the surviving company’s certificate of formation and limited liability company agreement or similar organizational documents (or in such documents of any successor to the business of the surviving company) and the organizational documents of any TMRC subsidiary regarding exculpation, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the Merger Agreement. From and after the Effective Time, USAR, the surviving companies of the Mergers, and each of their subsidiaries including RT, shall honor and comply with their respective obligations under any indemnification agreement with any indemnified person in effect as of date of the Merger Agreement and indemnification obligations under the RT LLC Agreement, and not amend, repeal or otherwise modify any such agreement or the RT LLC Agreement in any manner that would adversely affect any right of any indemnified party thereunder.

•          Prior to the Effective Time, TMRC may, as of the Effective Time, obtain and fully pay for “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of TMRC’s existing directors’ and officers’ insurance policies with a claims period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to

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directors’ and officers’ liability insurance. If TMRC, for any reason, fails to obtain such “tail” insurance policies as of the Effective Time, USAR shall use its best efforts to purchase such insurance for that six -year period.

•          Under Voting and Support Agreements with TMRC and USAR, each of TMRC’s directors and executive officers, has agreed to vote all of his TMRC Shares in favor of the Merger Proposal. As of the close of business on the record date for this special meeting, the TMRC stockholders who are parties to the Voting and Support Agreements collectively owned (with sole or shared voting power) approximately 19.3% of the TMRC Shares outstanding and entitled to vote at the this special meeting.

These interests may have influenced TMRC’s directors in approving the Merger Agreement and the Mergers and making their recommendation to TMRC stockholders to vote in favor of the approval and adoption of the Merger Agreement and the Mergers.

Appraisal Rights and Dissenters ’ Rights

TMRC

General

If the Mergers are completed, TMRC stockholders of record and beneficial owners who do not vote in favor of the Merger Proposal, who continuously hold such shares as of immediately before and through the effective date of the Mergers and who properly demand appraisal of their shares may be entitled to appraisal rights in connection with the Mergers under Section 262 of the DGCL.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which is attached to this proxy statement/prospectus as Annex   C . The following summary does not constitute any legal or other advice nor does it constitute a recommendation that TMRC stockholders of record or beneficial owners exercise their appraisal rights under Section 262 of the DGCL. All references in Section 262 of the DGCL to a “stockholder” and all references in this discussion of appraisal rights to a “TMRC stockholder” are to the record holders of TMRC Shares unless otherwise noted herein. All such references to a “beneficial owner” mean a person or entity who is the beneficial owner of TMRC Shares held either in voting trust or by a broker, bank or other nominee on behalf of such person or entity unless otherwise expressly noted herein. If you hold your TMRC Shares through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or the other nominee.

Any TMRC stockholder or beneficial owner contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights. Failure to strictly follow the procedures required by Section 262 of the DGCL for demanding and perfecting appraisal rights may result in the loss of such rights.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of stockholders, such as the special meeting, the corporation, in this case TMRC, must notify not less than 20 days before the meeting each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL.  This proxy statement / prospectus constitutes TMRC ’ s notice to its stockholders that appraisal rights are available in connection with the Mergers, and the full text of Section   262 of the DGCL is attached to this proxy statement / prospectus as Annex   C . In connection with the Mergers, any stockholder of record or beneficial owner of TMRC Shares who wishes to exercise appraisal rights, or who wishes to preserve their right to do so, should review the following discussion and Annex   C carefully because failure to timely and properly comply with the procedures specified will result in the loss of such appraisal rights. A TMRC stockholder or beneficial owner who loses his, her or its appraisal rights will be entitled to receive the consideration in the Mergers described in the Merger Agreement and elsewhere in this proxy statement / prospectus (without interest). Moreover, the process of dissenting and exercising appraisal rights requires compliance with technical

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prerequisites, and because of the complexity of the procedures for exercising the right to seek appraisal of TMRC Shares, TMRC believes that if a TMRC stockholder or beneficial owner considers exercising such rights, they should seek the advice of legal counsel.

How to Exercise and Perfect Your Appraisal Rights

TMRC stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their TMRC Shares must do all of the following:

•          deliver to TMRC a written demand for appraisal before the vote on the Merger Proposal at the Special Meeting, which written demand must reasonably inform TMRC of the identity of the TMRC stockholder or beneficial owner and that the TMRC stockholder or beneficial owner intends to demand appraisal of their shares. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the Merger Proposal. Voting “AGAINST” or failing to vote “FOR” the Merger Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL;

•          not vote in favor of, or abstain from voting on, the Merger Proposal (if a TMRC stockholder) or, if a beneficial owner, not instruct their broker, bank or other nominee to vote their share(s) in favor of the Merger Proposal or instruct their nominee record holder to abstain from voting on the Merger Proposal;

•          continuously hold or beneficially own, as applicable, the TMRC Shares from the date of making the demand through the Effective Time (a TMRC stockholder or beneficial owner will lose appraisal rights if the TMRC stockholder or beneficial owner of transfers the shares before the Effective Time); and

•          file a petition in the Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. While Section 262 of the DGCL provides that the surviving corporation of the First Merger (the “First Merger Surviving Corporation”) may file such petition, the First Merger Surviving Corporation is under no obligation to and has no intention of doing so.

Written Demand

The demand for appraisal made by a TMRC stockholder or beneficial owner must be executed by or on behalf of the TMRC stockholder or beneficial owner, as applicable.

In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must also reasonably identify the holder of record of the shares for which the demand is made, be accompanied by documentary evidence of the beneficial owner’s ownership of TMRC Shares (such as a brokerage or securities account statement containing such information or a letter from the broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the First Merger Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds TMRC Shares as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares held for one or more beneficial owners while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the holder of record.

All written demands for appraisal should be addressed to TMRC at 527 21 st Street, #44, Galveston, Texas 77550; Attention: Chief Executive Officer.

Withdrawal of Appraisal

At any time within 60 days after the Effective Time, any TMRC stockholder or beneficial owner who has delivered a written demand to TMRC and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration to be paid to TMRC Stockholders in connection with the Mergers by delivering to the First Merger Surviving Corporation a written withdrawal of the demand for appraisal and an acceptance of such Merger Consideration. Any such attempt

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to withdraw the demand made more than 60 days after the Effective Time will require written approval of the First Merger Surviving Corporation. No appraisal proceeding in the Court of Chancery will be dismissed as to any TMRC stockholder or beneficial owner without the approval of the Court of Chancery, and such approval may be conditioned upon such terms as the Court of Chancery deems just; provided, however, that any TMRC stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration provided for in the Merger Agreement within 60 days after the effective date of the Mergers. If the First Merger Surviving Corporation does not approve a request to withdraw a demand for appraisal and to accept the Merger Consideration provided for in the Merger Agreement when that approval is required, or if the Court of Chancery does not approve the dismissal of an appraisal proceeding, the TMRC stockholder or beneficial owner will be entitled to receive only the appraised value determined in any such appraisal proceeding.

Notice by the First Merger Surviving Corporation

Within 10 days after the Effective Time, the First Merger Surviving Corporation will notify each TMRC stockholder and beneficial owner who has complied with Section 262 of the DGCL, and who has not voted in favor of the Merger Proposal, of the date on which the First Merger became effective.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, the First Merger Surviving Corporation or any TMRC stockholder or beneficial owner who has complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Court of Chancery, with a copy served the First Merger Surviving Corporation in the case of a petition filed by a TMRC stockholder or beneficial owner, demanding a determination of the fair value of the shares held by all TMRC stockholders or beneficial owners entitled to appraisal rights who did not vote their shares in favor of the Merger Proposal and properly demanded appraisal of such shares. The First Merger Surviving Corporation is under no obligation to and has no present intention to file a petition and TMRC stockholders and beneficial owners should not assume that the First Merger Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the TMRC Shares. Accordingly, any TMRC stockholder or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their TMRC Shares within the time and in the manner prescribed in Section 262 of the DGCL. The failure of a TMRC stockholder or beneficial owner to file such a petition in the period and manner specified in Section 262 of the DGCL could nullify the TMRC stockholder’s or beneficial owner’s previous written demand for appraisal.

If a petition for an appraisal is timely filed by a TMRC stockholder or beneficial owner and a copy thereof is served upon the First Merger Surviving Corporation, the First Merger Surviving Corporation will then be obligated within 20 days after such service to file in the office of the Register in Chancery in which the petition was filed a duly verified list, which is referred to as the “verified list,” containing the names and addresses of all TMRC stockholders or beneficial owners who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by the First Merger Surviving Corporation. Upon the filing of any such petition, the Register in Chancery, if so ordered by the Court of Chancery, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the First Merger Surviving Corporation and the TMRC stockholders or beneficial owners shown on the verified list at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Court of Chancery. The First Merger Surviving Corporation will pay the costs of such notices.

After notice has been given to the TMRC stockholders and beneficial owners as required by the Court of Chancery, the Court of Chancery is empowered to conduct a hearing on the petition to determine those TMRC stockholders or beneficial owners who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder. At the hearing on such petition, the Court of Chancery may require the TMRC stockholders or beneficial owners who have demanded an appraisal for their shares and who hold TMRC Shares represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding; if any TMRC stockholder or beneficial owner fails to comply with such direction, the Court of Chancery may dismiss the proceedings as to such TMRC stockholder or beneficial owner.

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Determination of Fair Value

After the Court of Chancery determines the TMRC stockholders and beneficial owners that are entitled to an appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court of Chancery will determine the “fair value” of the TMRC Shares, exclusive of any element of value arising from the accomplishment or expectation of the Mergers, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the First Merger Surviving Corporation pursuant to subsection (h) of Section 262 of the DGCL that have the effect of limiting the sum on which interest accrues as described below). In determining fair value, the Court of Chancery will take into account all relevant factors. Unless the Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between Effective Time and the date of payment of the judgment. At any time before the Court of Chancery’s entry of judgment in the proceedings, however, the Surviving Corporation may pay to each TMRC stockholder and beneficial owner entitled to appraisal an amount in cash, in which case interest will accrue thereafter only upon the sum of (i) the difference, if any, between the amount so paid by the Surviving Corporation and the fair value of the shares as determined by the Court of Chancery and (ii) interest theretofore accrued, unless paid at that time.

In determining fair value, the Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc. , the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Supreme Court of Delaware has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc. , the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but that rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger , the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Upon application by the First Merger Surviving Corporation or by any TMRC stockholder or beneficial owner entitled to participate in the appraisal proceeding, the Court of Chancery may, in its discretion, proceed to trial upon the appraisal before the final determination of TMRC stockholders and beneficial owners entitled to an appraisal. Any TMRC stockholder or beneficial owner whose name appears on the verified list and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if required, may participate fully in all proceedings until it is finally determined that such TMRC stockholder or beneficial owner is not entitled to appraisal rights. The Court of Chancery will direct the payment of the fair value of the TMRC Shares, together with interest, if any, by the First Merger Surviving Corporation to TMRC stockholders or beneficial owners entitled thereto.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court of Chancery and taxed upon the parties as the Court of Chancery deems equitable under the circumstances. Upon application of a TMRC stockholder or beneficial owner whose name appears on the verified list, the Court of Chancery may also order all or a portion of the expenses incurred by a TMRC stockholder or beneficial owner in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. In the absence of such an order, each party bears its own expenses.

Any TMRC stockholder or beneficial owner who had demanded appraisal rights will not, after the Effective Time, be entitled to vote shares subject to that demand for any purpose, or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the Effective Time. If any stockholder who demands appraisal of TMRC Shares under Section 262 fails to perfect,

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effectively withdraws or otherwise loses such holder’s right to appraisal with respect to such shares, such shares will be deemed to have been converted at the Effective Time into the right to receive the consideration provided pursuant to the Merger Agreement, without interest, upon the terms and conditions set forth therein.

If no petition for appraisal is filed within 120 days after the Effective Time, or if a TMRC stockholder or beneficial owner votes for approval of the Merger Proposal or effectively withdraws his, her or its demand for appraisal, then the right of that TMRC stockholder or beneficial owner to appraisal will cease and that TMRC stockholder or beneficial owner will be entitled to receive the consideration for his, her or its TMRC Shares provided for in the Merger Agreement. A holder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal by delivering to the First Merger Surviving Corporation a written withdrawal of his, her or its demand for appraisal and acceptance of the Mergers, except that any such attempt to withdraw made more than 60 days after the effective date of the Mergers will require the written approval of the First Merger Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, any TMRC stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw their demand for appraisal and to accept the terms offered upon the Mergers within 60 days after the effective date of the Mergers.

TMRC stockholders and beneficial owners considering seeking appraisal should be aware that the fair value of their respective shares as determined under Section 262 of the DGCL could be more than, the same as or less than the consideration they would receive pursuant to the Merger Agreement if they did not seek appraisal of their respective shares.      TMRC stockholders and beneficial owners who perfect their appraisal rights and who do not subsequently effectively withdraw or otherwise lose their appraisal rights will not be entitled to any consideration under the Merger Agreement.

Accounting Treatment

USAR prepares its financial statements in accordance with U.S. GAAP. The Mergers will be accounted for by using the business combination accounting rules, which requires the application of a screen test to evaluate if substantially all the fair value of the acquired assets is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. In addition, the rules require the identification of the acquirer; the determination of the acquisition date; the determination of the fair value of consideration; and the recognition and measurement, at relative fair value, of the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the consolidated subsidiaries of the acquiree. After consideration of all applicable factors pursuant to the business combination accounting rules, the Mergers will be treated as an asset acquisition under U.S. GAAP with USAR as the acquirer. The interest of TRMC in RTMD that USAR is acquiring in the Mergers represents substantially all of the fair value of the assets acquired by USAR. USAR currently owns a controlling interest in RTMD and has consolidated this entity within its historical consolidated financial statements. As the acquisition of the acquiree’s interest in RTMD represents a change in the parent’s ownership interest, the acquisition of that interest will be accounted for as a change of ownership interest within the scope of U.S. GAAP Accounting Standard Codification Topic 810.

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summarizes material provisions of the Merger Agreement, which is included as Annex A to this proxy statement/prospectus and is incorporated herein by reference in its entirety. The rights and obligations of USAR and TMRC are governed by the express terms and conditions of the Merger Agreement and not by this summary or any other information contained in this proxy statement/prospectus. TMRC stockholders are urged to read the Merger Agreement carefully and in its entirety as well as this proxy statement/prospectus before making any decisions regarding the Merger.

The Merger Agreement is included with this proxy statement/prospectus only to provide you with information regarding the terms of the Merger Agreement, and not to provide you with any other factual information regarding USAR, TMRC or their respective subsidiaries or businesses. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement. These representations and warranties have been made solely for the benefit of the other parties to the Merger Agreement and:

•          have been made only for purposes of the Merger Agreement;

•          have been qualified by certain documents filed with, or furnished to, the SEC by USAR or TMRC, as applicable, on or after January   1, 2025 and no later than March   2, 2026;

•          have been qualified by confidential disclosures made to USAR or TMRC, as applicable, in connection with the Merger Agreement;

•          are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors;

•          were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement; and

•          have been included in the Merger Agreement for the purpose of allocating risk between USAR and the Merger Subs, on the one hand, and TMRC, on the other hand, rather than establishing matters as facts.

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of USAR, TMRC or any of their respective subsidiaries or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in USAR’s or TMRC’s public disclosures.

Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus. See the section titled “ Where You Can Find More Information ” contained in this proxy statement/prospectus.

This summary is qualified in its entirety by reference to the Merger Agreement.

Overview

On March 4, 2026, Texas Mineral Resources Corp., a Delaware corporation (“ TMRC ”) entered into a definitive Agreement and Plan of Merger (the “ Merger Agreement ”) by and among USA Rare Earth, Inc., a Delaware corporation (“ USAR ”), TMRC, Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR (“ First Merger Sub ”) and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR (“ Second Merger Sub ” and together with First Merger Sub, the “ Merger Subs ”). The Merger Agreement provides for the successive mergers of TMRC with each of the Merger Subs, as a result of which TMRC’s business will be held by a wholly owned subsidiary of USAR, and each of the then outstanding shares of common stock, par value $0.01 per share, of TMRC (“ TMRC Shares ”) will generally be exchanged for a portion of a share (a “ USAR Share ”) of common stock, par value $0.0001 per share, of USAR, as described below.

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The Merger Agreement contemplates the following transactions:

•          the merger of First Merger Sub with and into TMRC, with TMRC surviving the merger as a wholly owned subsidiary of USAR (the “ First Merger ”) at the effective time of the First Merger (the “ Effective Time ”);

•          subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time, with holders of TMRC Shares who are otherwise entitled to a fractional USAR Share receiving cash in lieu of that fractional share, without interest; and

•          promptly following the Effective Time, the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR (the “ Second Merger ” and together with the First Merger, the “ Mergers ” and collectively with the other transactions contemplated by the Merger Agreement, the “ Transactions ”).

The parties expect to consummate the Mergers no later than the third calendar quarter of 2026, subject to the satisfaction or waiver of the conditions precedent to such closing.

Structure and Effective Time

The Merger Agreement provides for the merger of First Merger Sub with and into TMRC at the Effective Time, with TMRC surviving the merger as a wholly owned subsidiary of USAR. Promptly following the Effective Time, as a second step in a single integrated transaction with the First Merger, the Merger Agreement also contemplates a second merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR.

At the Effective Time, the TMRC Charter as in effect immediately prior to the Effective Time will be amended and restated in its entirety to read as set forth in Exhibit B to the Merger Agreement (and will be the certificate of incorporation of the surviving corporation) until thereafter amended as provided therein or by applicable law. The bylaws of First Merger Sub in effect immediately prior to the Effective Time will be the bylaws of the surviving corporation until thereafter amended as provided therein or by applicable law.

At the effective time of the Second Merger (the “ Second Effective Time ”), the certificate of formation of Second Merger Sub as in effect immediately prior to the Second Effective Time will be amended and restated in its entirety to read as set forth in Exhibit D to the Merger Agreement (and will be the certificate of formation of the surviving company) except that all references to Second Merger Sub’s name shall be replaced by references to “DyTb, LLC”, until thereafter amended as provided therein or by applicable law. The limited liability company agreement of Second Merger Sub in effect immediately prior to the Second Effective Time will be the limited liability company agreement of the surviving company until thereafter amended as provided therein or by applicable law.

The directors and officers of First Merger Sub at the Effective Time will be the directors and officers of the surviving corporation, from and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation. The officers of Second Merger Sub immediately prior to the Second Effective Time will continue as the officers of the surviving company from and after the Second Effective Time until their successors have been duly elected or appointed or until their earlier death, resignation or removal in accordance with the certificate of formation or the limited liability company agreement of the surviving company.

Unless otherwise mutually agreed in writing between USAR and TMRC, the closing of the First Merger will take place at 10:00 a.m. (Eastern Time) on the fifth business day following the day on which the last to be satisfied or waived of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at or immediately prior to the closing, but subject to fulfillment or waiver of those conditions) is satisfied or waived by the party entitled to benefit in accordance with the Merger Agreement.

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At the closing, USAR and TMRC will cause a certificate of merger substantially in the form of Exhibit A to the Merger Agreement to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL, and make any other filings, recordings or publications required to be made by TMRC or First Merger Sub under the DGCL. The First Merger will become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as TMRC and USAR shall agree in writing and such time shall be specified in the certificate of merger.

Promptly after the Effective Time, Second Merger Sub will file a certificate of merger substantially in the form attached as Exhibit C to the Merger Agreement to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 264 of the DGCL and Section 18 -209 of the Delaware Limited Liability Company Act (“ Delaware LLC Act ”), and make any other filings, recordings or publications required to be made by the surviving corporation or Second Merger Sub under the DGCL and Delaware LLC Act. The Second Merger will become effective at the time when the second step certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as TMRC and USAR shall agree in writing and such time shall be specified in the second step certificate of merger.

Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time. Holders of TMRC Shares who are otherwise entitled to a fractional USAR Share will receive cash in lieu of such fractional share, without interest, in an amount representing such holder’s proportionate interest in the net cash proceeds from the aggregation and sale by the exchange agent of USAR Shares representing the fractional USAR Shares that would otherwise be issued.

If the Mergers are completed, TMRC stockholders who do not vote in favor of the adoption of the Merger Agreement, who continuously hold their TMRC Shares through the Effective Time and who properly demand appraisal of their TMRC Shares in compliance with the requirements of Section 262 of the DGCL will not be converted into or represent the right to receive their portion of the Merger Consideration and instead will be entitled to exercise appraisal rights in connection with the Mergers under Section 262 of the DGCL. This means that holders of TMRC Shares who may exercise appraisal rights and who also have properly exercised, perfected and not waived, withdrawn or lost those appraisal rights are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their TMRC Shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest (subject to certain exceptions) to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery, so long as those holders comply exactly with the procedures established by Section 262 of the DGCL and a court of competent jurisdiction does not determine that such holders are not entitled to relief provided by Section 262 of the DGCL with respect to their TMRC Shares. For additional information about appraisal rights, see the section titled “ The Mergers — Appraisal Rights and Dissenters Rights ” contained in this proxy statement/prospectus.

If, between the date of the Merger Agreement and the Effective Time, the issued and outstanding TMRC Shares or securities convertible or exchangeable into or exercisable for TMRC Shares or the issued and outstanding USAR Shares or securities convertible or exchangeable into or exercisable for USAR Shares changes into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), split -up , combination, exchange of shares, readjustment, reorganization, stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, then the Merger Consideration will be equitably adjusted, without duplication, to proportionally reflect such change.

Based upon the closing price of a USAR Share on Nasdaq of $24.64 on June 18, 2026, the last practicable trading date prior to the date of this proxy statement/prospectus, the value of the Merger Consideration was approximately $94.2 million.

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Payment and Issuance of the Merger Consideration

USAR will select an exchange agent reasonably acceptable to TMRC (the “ exchange agent ”) for the payment of the aggregate Merger Consideration in respect of the TMRC Shares as contemplated by the Merger Agreement. Promptly following the Effective Time, USAR will deposit or cause to be deposited with the exchange agent the number of USAR Shares necessary to pay the Merger Consideration pursuant to the Merger Agreement and any net cash proceeds from the sale of fractional USAR Shares.

As promptly as reasonably practicable after the Effective Time but in no event later than five business days thereafter, USAR will instruct the exchange agent to mail to each holder of record of certified TMRC Shares or book -entry TMRC Shares not held through DTC (i) a letter of transmittal and (ii) instructions advising such stockholder how to surrender its TMRC Shares or transfer the book -entry TMRC Shares to the exchange agent in exchange for the Merger Consideration.

After the Effective Time, each holder of TMRC Shares will be entitled to receive the pro rata portion of the Merger Consideration (i) upon surrender to the exchange agent of TMRC Shares that are represented by certificates, by physical surrender of such certificates in accordance with the terms of the letter of transmittal and accompanying instructions, (ii) upon the transfer of TMRC Shares that are book -entry TMRC Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions, or (iii) upon the transfer of TMRC Shares that are book -entry TMRC Shares held through DTC, including by delivery of an “agent’s message”, in accordance with DTC’s customary procedures and such other procedures as agreed by USAR, the exchange agent and DTC. Interest will not be paid or accrue in respect of any of the Merger Consideration, and the amount of any Merger Consideration paid to stockholders of TMRC may be reduced by the amount of applicable withholding taxes.

After the Effective Time, there will be no further transfers on the stock transfer books of TMRC of TMRC Shares that were outstanding immediately prior to the Effective Time. After the Effective Time, holders of a certificate or book -entry TMRC Share outstanding immediately prior to the Effective Time will cease to have any rights with respect to the TMRC Shares except as provided in the Merger Agreement or by applicable law. If, after the Effective Time, any certificate or book -entry TMRC Share are presented to the surviving company, USAR or the exchange agent for transfer, they will be canceled and exchanged for the aggregate Merger Consideration to which the stockholder thereof is entitled, pursuant to and in accordance with the Merger Agreement.

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by TMRC, with respect to TMRC and its subsidiaries, and USAR and the Merger Subs, with respect to USAR, its subsidiaries and the Merger Subs, including representations and warranties relating to:

•          corporate organization, good standing and similar matters;

•          capital structure and equity securities;

•          corporate power and authority to execute and deliver the Merger Agreement and each ancillary agreement thereto and to consummate the Transactions;

•          authorization of the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement and enforceability of the Merger Agreement;

•          required governmental filings and consents in connection with the execution, delivery and performance of the Merger Agreement and the closing of the Mergers and the other transactions contemplated by the Merger Agreement;

•          the absence of (i) with or without notice, lapse of time or both, conflicts with or breach or violation of, or default under, the charter documents or comparable governing documents, (ii) with or without notice, lapse of time or both, breach or violation of, a termination (or right of termination), cancellation (or right of cancellation) or default under, the creation or acceleration of any obligations under, the loss or reduction of any benefits under, or the creation of a lien on any of the assets of TMRC or any of its subsidiaries pursuant to any material contract, any license necessary to conduct its business or any law to which TMRC

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or its subsidiaries or USAR or its subsidiaries, as applicable, is subject and (iii) any change in the rights or obligations of any party under any contract binding upon TMRC or its subsidiaries or USAR or its subsidiaries, as applicable;

•          accuracy of reports and financial statements filed with the SEC;

•          disclosure controls and procedures and internal controls over financial reporting;

•          legal proceedings;

•          the absence of undisclosed liabilities;

•          broker’s, finder’s and similar fees payable in connection with the merger and the other transactions contemplated by the Merger Agreement;

•          compliance with applicable laws (including anti -corruption laws and trade laws), court orders and certain regulatory matters;

•          tax matters; and

•          accuracy of information supplied for inclusion or incorporation in the S -4 registration statement.

In addition, TMRC made certain representations and warranties with respect to TMRC and its subsidiaries relating to:

•          the absence of any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of TMRC or its subsidiaries or any of their respective assets or properties;

•          the absence of certain changes or events, including a material adverse event, and the conduct of business in the ordinary course of business of TMRC and its subsidiaries since August   31, 2025;

•          title to assets and sufficiency of assets for the conduct of the business;

•          employee compensation and benefits matters;

•          the inapplicability of state takeover statutes or similar provisions in TMRC’s charter or bylaws and the absence of stockholders rights agreements;

•          environmental matters and compliance with environmental laws;

•          labor matters;

•          intellectual property and IT security matters;

•          data privacy and cybersecurity matters;

•          insurance matters;

•          material contracts;

•          real and personal property;

•          mining operations and permits and licenses related thereto;

•          mineral reserves and resources and rights thereto;

•          related party agreements; and

•          derivative transactions.

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In addition, USAR made certain representations and warranties with respect to USAR, its subsidiaries and the Merger Subs relating to:

•          the absence of certain changes or events, including a material adverse event, and the conduct of business in the ordinary course of business of USAR and its subsidiaries since January   1, 2025; and

•          activities of the Merger Subs.

Significant portions of the representations and warranties of TMRC, USAR and the Merger Subs are qualified as to “materiality” or the “Material Adverse Effect”. Under the Merger Agreement, a “Material Adverse Effect” with respect to TMRC or USAR is defined to mean any event, change, effect, development, state of facts, fact, condition, circumstance or occurrence that, individually or in the aggregate with all other events, changes, effects, developments, states of facts, fact, conditions, circumstances and occurrences, (a) would, or would reasonably be expected to, prevent, materially delay or materially impede the ability of TMRC or USAR, as applicable, to consummate the Mergers and the other transactions contemplated by the Merger Agreement prior to the end date or (b) is, or would reasonably be expected to be, materially adverse to the business, results of operations, or financial condition of TMRC or USAR, as applicable, and their respective subsidiaries, taken as a whole; provided that none of the following (or the results thereof) will be taken into account, either alone or in combination, in determining whether a Material Adverse Effect has occurred for purposes of clause (b) of this definition:

•          any changes in general U.S. or global economic conditions;*

•          any changes in the general conditions of the industries in which TMRC or USAR, as applicable, and their respective subsidiaries operate (including any change (on a current or forward basis) in the price of precious metals or rare earth metals or minerals, changes in commodity prices or general market prices affecting the mining industry generally);*

•          any decline in the market price or trading volume of the TMRC Shares or USAR Shares, as applicable, in and of itself (provided that the exception in this clause will not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such decline from being taken into account in determining whether there has been a Material Adverse Effect);

•          any failure, in and of itself, by TMRC or USAR, as applicable, to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (provided that the exception in this clause will not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such failure from being taken into account in determining whether there has been a Material Adverse Effect);

•          the negotiation, execution and delivery of the Merger Agreement or the public announcement or pendency of the Mergers or any of the other transactions contemplated by the Merger Agreement (provided that the exception in this clause will not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of the Merger Agreement);

•          any change in applicable law or U.S. generally accepted accounting principles (“ GAAP ”) or authoritative interpretations or enforcement thereof;*

•          (A) any hurricane, tornado, earthquake, flood, fire, explosion, weather -related event, natural or man -made disaster, act of God or other force majeure events or occurrences, (B) epidemics, pandemics or disease outbreaks (including COVID -19 ) or the worsening thereof or applicable Laws (or the interpretation thereof) adopted in response thereto, or (C) any outbreak or escalation or worsening of hostilities, acts of war (whether or not declared), military actions, acts of insurrection, political unrest, riots or any act of sabotage or terrorism (foreign or domestic) including, in all cases of this clause, the response of any governmental entities thereto;* or

•          any action taken by one party or its subsidiaries at the other party’s written request.

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except, in the case of the four bullets marked with an asterisk above, to the extent that TMRC or USAR, as applicable, and their respective subsidiaries, taken as a whole, are disproportionately adversely affected thereby in any material respect as compared to other participants in the industries or geographies in which TMRC or USAR, as applicable, and their respective subsidiaries operate.

The representations and warranties of TMRC, USAR and the Merger Subs will expire upon the consummation of the Mergers.

Conduct of Business Pending the Closing

Each of TMRC and USAR has undertaken certain covenants in the Merger Agreement restricting the conduct of their respective businesses between the date of the Merger Agreement and the Effective Time.

Unless USAR otherwise approves in writing and except as contemplated by the Merger Agreement, as required by applicable laws, orders or governmental entities or as previously disclosed in writing to USAR, TMRC has agreed that during the period from the date of the Merger Agreement until the Effective Time, TMRC and its subsidiaries will use their commercially reasonable efforts to conduct their businesses in the ordinary course, consistent with past practice, and use their respective commercially reasonable efforts to:

•          preserve their business organizations intact and maintain existing relations and goodwill with governmental entities, customers, suppliers, distributors, creditors, lessors, insurers, employees and business associates;

•          maintain in effect all licenses and contracts that do not expire by their terms prior to the Effective Time;

•          keep available the services of their present officers, employees and agents;

•          maintain their material tangible assets in good working order; and

•          in the ordinary course of business consistent with past practice timely file or cause to be timely filed all tax returns (taking into account any valid extension of time within which to file) and timely pay or withhold and remit (or cause to be timely paid or withheld and remitted) all taxes shown as due on such tax returns or that are otherwise required to be paid or withheld and remitted by or on behalf of TMRC or any of its subsidiaries (unless such taxes are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP).

In addition, TMRC has agreed that, subject to the exceptions listed above, it will not, and will cause its subsidiaries not to, do the following:

•          adopt or propose any change in its certificate of incorporation or bylaws or other applicable governing instruments, or terms of any security of TMRC or any subsidiary;

•          merge or consolidate itself or any of its subsidiaries with any other person or restructure, reorganize or completely or partially liquidate or propose or adopt a plan to do any of the foregoing;

•          acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any other person or any material portion thereof or material equity interest therein or enter into any contract that involves a joint venture entity, limited liability company or legal partnership;

•          issue, sell, pledge, dispose of, grant, transfer or encumber (or authorize any of the foregoing) any shares of their capital stock or the capital stock of any of its subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than the issuance of any securities of a wholly owned subsidiary of TMRC to TMRC or any other wholly owned subsidiary of TMRC;

•          make any loans, advances or capital contributions to or investments in any person (other than loans or advances between or among TMRC and any of its direct or indirect wholly owned subsidiaries or capital contributions into Round Top Mountain Development, LLC);

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•          declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned subsidiary of TMRC to TMRC or to any other direct or indirect wholly owned subsidiary of TMRC that are made in compliance with all contractual obligations of TMRC and its subsidiaries);

•          except with respect to the Voting and Support Agreements executed in connection with the Merger Agreement, enter into any agreement with respect to the voting of its capital stock or any shareholder rights plan;

•          reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or amend the terms of, directly or indirectly, any shares of its or its subsidiaries’ capital stock or securities convertible or exchangeable into or exercisable for any shares of its or its subsidiaries, as applicable, capital stock;

•          (A) incur any indebtedness (including any long -term or short -term debt), or issue or sell any debt securities or warrants or other rights to acquire any debt securities of TMRC or its subsidiaries, except for intercompany indebtedness among TMRC and its wholly owned subsidiaries; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, except solely with respect to obligations by TMRC or any wholly owned subsidiary of indebtedness of TMRC or any other wholly owned subsidiary of TMRC; or (C) except for the promissory note, dated as of December   5, 2024, by and between Daniel Gorski and TMRC (the “ DG Promissory Note ”), redeem, repay, defease or cancel any indebtedness, other than as required in accordance with its terms;

•          make or authorize any payment of, accrual or commitment for, capital expenditures in excess of $20,000 individually or $50,000 in the aggregate;

•          (A) amend, modify, terminate or waive any material right under any material contract or (B) enter into any contract that would have been a material contract had it been entered into prior to the Merger Agreement;

•          (A) make any material changes with respect to accounting policies or procedures, except as required by changes in GAAP that become effective after the date of the Merger Agreement, (B) change its fiscal year or (C) make any material change in internal accounting controls or disclosure controls and procedures;

•          settle, propose to settle or compromise any action before a governmental entity if such settlement, proposed settlement or compromise (A) with respect to the payment of monetary damages, involves the payment of monetary damages by TMRC or its subsidiaries that exceed $50,000 in the aggregate, (B) that imposes any material equitable or non -monetary relief, penalty or restriction on TMRC or any of its subsidiaries (or, after the Effective Time, on USAR or any of USAR’s subsidiaries), (C) that would reasonably be expected to affect the rights or defenses available to TMRC or any of its subsidiaries in any related or similar claims that, individually or in the aggregate, are material to TMRC and its subsidiaries, taken as a whole, or (D) that involves the admission of wrongdoing by TMRC or any subsidiary of TMRC or would result in an actual or potential violation of any criminal law;

•          (A) make, change or rescind any tax election that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the tax liability of TMRC or any of its subsidiaries, (B) adopt or change any tax accounting method that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the tax liability of TMRC or any of its subsidiaries, (C) adopt or change any tax accounting period that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the tax liability of TMRC or any of its subsidiaries, (D) amend any tax return with respect to a material amount of tax, (E) settle, compromise, concede or abandon any tax liability, claim or assessment or enter into any closing agreement with respect to taxes, in each case that exceeds $50,000 individually or $100,000 in the aggregate (together with (x) all other settlements, compromises, concessions, or abandonments with respect to any tax liability, claim or assessment or (y) closing agreements entered into, made or taken with respect to taxes, in each case of clauses (x) and (y), on or after the date of the Merger Agreement), (F) surrender any right to claim a refund of material taxes, (G) waive or extend any statute of limitations with respect to a material amount of taxes, (H) seek or obtain any ruling from a taxing authority with respect to taxes or tax matters, or (I) enter into any contract that would cause TMRC or any of its subsidiaries to have any liability for taxes of any person, other than agreements entered into in the ordinary course of business that do not primarily relate to tax matters;

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•          transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of, or grant or permit any lien on, any of their properties, except licenses, operations, assets, product lines or businesses or those of any of its subsidiaries, including any equity interests of any of its subsidiaries (other than with respect to equity interests of any of its subsidiaries) in connection with goods or services provided in the ordinary course of business consistent with past practice;

•          except as required by any TMRC benefit plan existing as of the date of the Merger Agreement, (A) increase or accelerate, or promise to increase or accelerate, the payment of any compensation or benefits to any current or former directors, officers, employees, or independent contractors or consultants (who are natural persons) of TMRC or its subsidiaries, whether under a TMRC benefit plan or otherwise, (B) pay or award, or commit to pay or award, any compensation, bonuses, incentive compensation or other benefits (or accelerate the payments, rights or benefits) payable to any director, officer, consultant or independent contractor (who is a natural person) or employee of TMRC or any of its subsidiaries, whether under a TMRC benefit plan or otherwise, (C) accelerate the time of funding or payment of, or increase the amount required to fund, any TMRC benefit plan, or fund any rabbi trust or similar arrangement associated with or intended to satisfy liabilities under any TMRC benefit plan, (D) forgive any loans, or issue any loans (other than routine travel advances issued in the ordinary course of business consistent with past practice) to any of its or its subsidiaries’ directors, officers, employees, consultants or independent contractors, except for the DG Promissory Note Payoff Agreement and DG Transfer Instrument (each, as defined below), (E) amend, modify, or terminate any TMRC benefit plan or enter into, establish, adopt, amend, modify or terminate any other plan, program, policy, practice, contract, agreement or arrangement which would be a TMRC benefit plan if it were in effect on the date of the Merger Agreement, (F) adopt, enter into, modify, negotiate, amend or terminate any collective bargaining agreement, agreement with any works council or similar collective labor contract, or (G) hire or engage any employee or independent contractor or consultant (who is a natural person);

•          waive, release or assign any material rights, claims or benefits of TMRC or its subsidiaries;

•          enter into any new line of business outside of TMRC’s existing line of business as of the date of the Merger Agreement;

•          enter into or terminate any material interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments other than in the ordinary course of business;

•          terminate, suspend, amend or modify in any material respect, any permit with a governmental entity;

•          enter into or amend any contract with any broker, finder, investment banker or other person under which such person is or may be entitled to any brokerage, finder’s or other similar fee or commission (whether in connection with the Transactions or otherwise); or

•          agree, authorize or commit to do any of the foregoing.

USAR has agreed that, unless TMRC consents in writing (which consent may not be unreasonably withheld, conditioned or delayed) and except as contemplated by the Merger Agreement, as required by applicable laws, orders or governmental entities, or as previously disclosed in writing to TMRC, it will use its commercially reasonable efforts to conduct its and its subsidiaries’ business in the ordinary course of business, and USAR and its subsidiaries will use their respective commercially reasonable efforts to:

•          preserve their business organization intact and maintain existing relations and goodwill with governmental entities, customers, suppliers, distributors, creditors, lessors, insurers, employees, unions and business associates; and

•          maintain all licenses and contracts that do not expire by their terms prior to the Effective Time.

In addition, USAR has agreed that, subject to the exceptions listed above, it will not, and will cause its subsidiaries not to, do the following:

•          adopt or propose any change in the USAR Charter or USAR Bylaws, or the terms of any capital stock of USAR, in each case, in a manner disproportionately adverse to TMRC’s stockholders;

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•          reclassify, split, combine, subdivide or redeem, directly or indirectly, any of its capital stock;

•          declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or repurchase any USAR Shares at a premium; provided that, in each case solely to the extent in compliance with the credit agreements, indentures and other contractual obligations of USAR and its subsidiaries, USAR may continue to declare and pay regular quarterly cash dividends to its stockholders not in excess of the amounts disclosed to TMRC prior to the date of the Merger Agreement, in each case in accordance with USAR’s past practice and USAR may give effect to dividend equivalent rights with respect to outstanding grants under USAR’s equity award plans;

•          propose or adopt a plan to restructure, reorganize, wind -up or completely or partially liquidate (other than with respect to its wholly owned subsidiaries);

•          except in connection with the acquisition of any person or business, whether through the acquisition of assets, securities, merger, consolidation or otherwise or a capital raising transaction, whether pursuant to a public offering (including any underwritten offering, at -the -market offering, or block trade), a private placement, or any other equity financing transaction, issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of USAR capital stock or any of its subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than the issuance of (A) any USAR Shares upon the settlement of any grant made under any USAR stock plan, (B) any securities of a subsidiary of USAR to USAR or any other subsidiary of USAR, or (C) any grants under the USAR stock plan; or

•          agree, authorize or commit to do any of the foregoing.

No-Solicitation ; Acquisition Proposals; Change in Recommendation

In the Merger Agreement, except as otherwise provided below, TMRC agreed not to, and to cause its subsidiaries and its and their respective officers and directors not to, and to instruct and use its reasonable best efforts to cause its and its subsidiaries’ other representatives not to, directly or indirectly:

•          initiate, solicit or knowingly encourage or knowingly facilitate (including by way of furnishing information), or take any other action which would reasonably be expected to lead to, any acquisition proposal;

•          enter into, engage in, maintain, continue or otherwise participate in any discussions or negotiations with (other than to state that they are not permitted to have discussions), or furnish or otherwise make available any information or data or afford access to the business, properties, assets, books or records of TMRC or its subsidiaries to, any third party, in each case, in connection with any acquisition proposal;

•          approve, endorse or recommend any acquisition proposal;

•          waive, terminate, modify or release any person from any provision of any “standstill” or similar agreement or obligation, except where the failure to do so would, in the good faith determination of the TMRC board of directors (the “ TMRC Board ”), reasonably be expected to breach the directors’ fiduciary duties under applicable law;

•          execute or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, memorandum of understanding or other contract relating to, or that could be expected to lead to, an acquisition proposal (other than a customary confidentiality agreement, provided that such confidentiality agreement contains confidentiality provisions that (i) are no less favorable in the aggregate to TMRC (and its affiliates and representatives) than those contained in the confidentiality agreement between TMRC and USAR that are applicable to TMRC, (ii) do not restrict TMRC’s ability to comply with its obligations under the Merger Agreement and (iii) do not require TMRC or its subsidiaries to pay or reimburse the counter -party ’s fees, costs or expense of any nature (an “ acceptable confidentiality agreement ”)); or

•          authorize, commit, resolve or agree to do any of the foregoing.

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From the date of the Merger Agreement until the Effective Time (or if earlier, the termination of the Merger Agreement as provided therein), TMRC agreed to, and to cause its subsidiaries and use its reasonable best efforts to cause its and their respective representatives to (i) cease immediately and cause to be terminated any and all existing activities, discussions, solicitations, encouragements or negotiations, if any, with any third party and/or its representatives, with respect to any acquisition proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to, any acquisition proposal, (ii) promptly (within 1 business day following the date of the Merger Agreement) request that each third party to whom confidential information has been furnished or otherwise made available by or on behalf of TMRC or any of its subsidiaries within the 12 -month period preceding the date of the Merger Agreement in connection with, or for the purpose of evaluating, an acquisition proposal return or destroy all such confidential information so furnished or otherwise made available in accordance with any applicable confidentiality agreements and (iii) terminate access to all persons (other than USAR and its representatives) to any physical or electronic data rooms relating to an acquisition proposal.

In addition, notwithstanding the restrictions described above, if, at any time prior to the adoption of the Merger Agreement by the requisite holders of TMRC Shares, TMRC receives an unsolicited bona fide acquisition proposal that did not result from a breach by TMRC or its subsidiaries or representatives of the non -solicitation provisions of the Merger Agreement that the TMRC Board determines in good faith, after consultation with its outside legal counsel and financial advisor, constitutes or would reasonably be expected to result in a superior proposal, then, before (but not after) the adoption of the Merger Agreement by the requisite holders of TMRC Shares, TMRC, upon a good faith determination by the TMRC Board (after consultation with its outside legal advisor) that failure to do so would be inconsistent with its fiduciary duties under applicable law, directly or indirectly through its representatives, may:

•          engage in negotiations or discussions with such third party making the acquisition proposal and its representatives regarding an acquisition proposal; and

•          furnish to such third party or its representatives information, including non -public information, relating to, and afford access to the business, properties, assets, books and records of, TMRC and any of its subsidiaries, in each case, subject to entering into an acceptable confidentiality agreement; provided that TMRC must promptly provide to USAR any such information that is provided to any such third party that was not previously provided to or made available to USAR; and provided, further, that TMRC and its subsidiaries must, and must cause their respective representatives to, promptly (and in any event within 24 hours) following the time (if any) that the TMRC Board determines in good faith that such acquisition proposal does not constitute and would not reasonably be expected to result in a superior proposal, terminate such negotiations, discussions and information access and request that such third party promptly return or destroy all confidential information made available to such third party.

Except in the circumstances described in the following paragraph, the TMRC Board or any committee thereof, may not, directly or indirectly: (A) (i) fail to include its recommendation that the holders of TMRC Shares adopt the Merger Agreement in the proxy statement/prospectus with respect to the Mergers when disseminated to the TMRC stockholders (and at all times thereafter prior to receipt of the vote of the requisite holders of TMRC Shares), (ii) withhold, withdraw or amend (or qualify or modify in a manner adverse to USAR and the Merger Subs) such recommendation or its approval of the Merger Agreement or the Mergers or publicly propose to do so, (iii) make any public recommendation in connection with a tender offer or exchange offer, other than a recommendation against such offer or as expressly permitted by the Merger Agreement, or fail to recommend against acceptance of such a tender or exchange offer by the close of business on the earlier of (x) the fifth business day after the commencement of such tender offer or exchange offer pursuant to Rule 14e -2 under the Exchange Act and (y) the third business day prior to the TMRC stockholder meeting at which the Merger Agreement is to be voted upon (or promptly after commencement of such tender offer or exchange offer if commenced on or after the third business day prior to such stockholder meeting), (iv) adopt, approve, recommend to its stockholders, endorse or otherwise declare advisable any acquisition proposal or resolve or agree or publicly propose to take any such actions, or (v) if an acquisition proposal has been publicly disclosed, fail to publicly without qualification reaffirm the TMRC recommendation within five business days after USAR’s written request that TMRC do so (or, relating to any acquisition proposal or material amendments, revisions or changes to the terms of any such previously publicly disclosed acquisition proposal that are publicly disclosed within the last five business days prior to the then -scheduled TMRC stockholder meeting (if applicable), fail to take the actions referred to in this clause (v), with references to the applicable five business day period being replaced with two business days) (each such action being referred to herein as an “ adverse recommendation change ”) or (B) authorize, cause or permit TMRC or any of its controlled affiliates to enter into any letter of intent, memorandum

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of understanding, agreement (including an acquisition agreement, merger agreement, joint venture agreement or other agreement), commitment or agreement in principle with respect to any acquisition proposal, other than an acceptable confidentiality agreement.

Prior to the time the requisite holders of TMRC Shares vote to adopt the Merger Agreement, but not after, the TMRC Board may, after complying with the procedure described in the following paragraph:

(i)       effect an adverse recommendation change if (and only if) (A) an intervening event occurs and (B) the TMRC Board determines in good faith, after consultation with TMRC’s outside legal counsel, that the failure to make an adverse recommendation change in response to such intervening event would be inconsistent with the exercise of its fiduciary duties to the stockholders of TMRC under applicable law, or

(ii)      effect an adverse recommendation change if (and only if) (x) TMRC receives an unsolicited bona fide acquisition proposal that did not result from a breach by TMRC of the non -solicitation restrictions described herein that is not withdrawn and (y) the TMRC Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that such acquisition proposal constitutes a superior proposal.

The TMRC Board may not take any action described in the preceding paragraph unless it has first (i) caused TMRC to provide USAR at least five business days’ prior written notice of its intent to make an adverse recommendation change, which written notice must (x) in the case of an action contemplated by clause (i) of the preceding paragraph, specify in reasonable detail the circumstances related to the intervening event and the TMRC Board’s determination with respect thereto, or (y) in the case of an action contemplated by clause (ii) of the preceding paragraph, (A) state that TMRC has received an unsolicited superior proposal, (B) specify the material terms and conditions of such superior proposal, (C) identify the person making such superior proposal, and (D) enclose the most recent unredacted draft of any agreements intended to be entered into in connection with such superior proposal; (ii) caused TMRC and its representatives to provide USAR the opportunity to meet with the TMRC Board and its outside legal counsel and negotiate, to the extent USAR so wishes to negotiate, in good faith during such five business day period following delivery of such notice with USAR concerning any revisions to the terms of the Merger Agreement that USAR wishes to propose in response to the intervening event or superior proposal, as applicable; (iii) following the end of such notice period, determined in good faith after consultation with its outside legal counsel and financial advisor, that (x) in the case of an action contemplated by clause (i) of the preceding paragraph, the failure to effect an adverse recommendation change in response to such intervening event continues to be inconsistent with its fiduciary duties to the stockholders of TMRC under applicable law after taking into account any changes to which USAR has committed in writing to make to the Merger Agreement, or (y) in the case of an action contemplated by clause (ii) of the preceding paragraph, such acquisition proposal continues to constitute a superior proposal after taking into account any changes to which USAR has committed in writing to make to the Merger Agreement, and (iv) in the event of any revisions to the financial or other material terms of any applicable superior proposal, TMRC delivers to USAR a new notice describing such revisions (including copies of the most recent draft of any agreements implementing such revisions) and gives USAR an additional opportunity to negotiate changes to the terms of the Merger Agreement (except that the notice period need only be three business days).

TMRC has also agreed to notify USAR promptly (but in no event later than 24 hours) after receipt by TMRC (or any of its representatives) of any acquisition proposal or any inquiry, proposal, offer, or request for access to information that would reasonably be expected to lead to an acquisition proposal, which notice will include the material terms and conditions of any such acquisition proposal, unredacted copies of any material written communications and draft documentation received relating to such acquisition proposal and indicating the name of the person making such acquisition proposal. Thereafter, TMRC will keep USAR reasonably informed, on a timely basis, of the status and material terms of any such acquisition proposal (including any amendments thereto) and the status of any material discussions or negotiations with such person or its representatives and provide copies of all material written communications and draft documentation received relating to such acquisition proposal. Without limiting the foregoing, TMRC must promptly (and in any event within 24 hours after any determination and at least 48 hours prior to engaging or participating in any such discussions or negotiations with, or furnishing any non -public information to, such person) advise USAR in writing if TMRC determines to begin providing information or engage in discussions or negotiations concerning an acquisition proposal pursuant to the Merger Agreement.

An “ acquisition proposal ” as used herein means any inquiry, proposal (whether or not in writing) or offer from any person or group (other than USAR and its subsidiaries) relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition of any of TMRC’s interest in Round Top Mountain Development,

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LLC, (ii) acquisition that, if consummated, would result in any person or group owning 20% or more of the consolidated assets (based on the fair market value thereof), revenues or net income of TMRC and its subsidiaries, (iii) acquisition of TMRC Shares representing 20% or more of the outstanding TMRC Shares, (iv) tender offer or exchange offer that, if consummated, would result in any person or group having beneficial ownership of TMRC Shares representing 20% or more of the outstanding TMRC Shares, (v) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving TMRC pursuant to which such person or group (or the equity holders of any person) would acquire, directly or indirectly, 20% or more of the aggregate voting power of TMRC or such surviving entity, or (vi) combination of the foregoing, in each case, other than the Mergers.

An “ intervening event ” as used herein means any material change, event, fact, circumstance, condition, development or occurrence that first becomes known to the TMRC Board after the date of the Merger Agreement and was not reasonably foreseeable by the TMRC Board as of the date of the Merger Agreement; provided, however, that in no event shall any of the following constitute or be deemed to contribute to or otherwise be taken into account in determining whether there has been, an intervening event: (i) the receipt, existence or terms of any acquisition proposal, or any proposal or offer that would reasonably be expected to lead to an acquisition proposal, (ii) any changes in general United States or global market conditions, (iii) any changes in the general conditions of the industries in which TMRC and its subsidiaries or USAR and its subsidiaries operate (including any change (on a current or forward basis) in the price of precious metals or rare earth metals or minerals, changes in commodity prices or general market prices affecting the mining industry generally), (iv) any outbreak or escalation of hostilities, any acts of war (whether or not declared), military actions, acts of insurrection, political unrest, riots or any act of sabotage or terrorism (foreign or domestic) including, in all cases of this clause (iv), the response of any governmental entities thereto, (v) (A) any hurricane, tornado, earthquake, flood, fire, explosion, weather related event, natural or man made disaster, act of God or other force majeure events or occurrences or (B) epidemics, pandemics or disease outbreaks (including COVID -19 ) or the worsening thereof or applicable laws (or the interpretation thereof) adopted in response thereto, (vi) any change in applicable law or GAAP (or authoritative interpretations thereof) after the date of the Merger Agreement, (vii) any change in the market price or trading volume of the TMRC Shares or the USAR Shares, in and of itself, (viii) TMRC, USAR or any of their respective subsidiaries, meeting or exceeding any applicable internal or published projections, forecasts, estimates or predictions of revenues, earnings or other financial or operating metrics for any period, or (ix) any failure, in and of itself, by TMRC or USAR to meet any applicable internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period.

A “ superior proposal ” means an unsolicited bona fide written acquisition proposal (but substituting “50%” for all references to “20%” in the definition of such term) that did not result from a violation of the non -solicitation provisions of the Merger Agreement and that the TMRC Board has determined in its good faith judgment, after consultation with its outside legal counsel and financial advisor, and taking into account the terms and conditions and all other relevant factors (including all legal, financial and regulatory aspects of the proposal, the certainty of financing or available proceeds for such a proposed transaction, and the person making the proposal), would be more favorable to TMRC stockholders from a financial point of view than the Transactions (after taking into account (a) any revisions to the terms of the Merger Agreement that USAR has committed in writing to make pursuant to its matching rights and (b) the certainty of completion and the time likely to be required to consummate such acquisition proposal).

Nothing described above limits TMRC’s or the TMRC Board’s ability to (i) take and disclose to its stockholders a position contemplated by Rule 14d -9 , Rule 14e -2 (a) and Item 1012(a) of Regulation M -A promulgated under the Exchange Act or to make any legally required disclosure to stockholders with regard to the Transactions (provided that neither TMRC nor the TMRC Board may effect an adverse recommendation change except under the circumstances described above); (ii) issue a “stop, look and listen” communication pursuant to Rule 14d -9 (f) under the Exchange Act or (iii) disclose that the TMRC Board or any committee thereof has determined that an acquisition proposal constitutes a superior proposal, that the TMRC Board or any committee thereof intends to make an adverse recommendation change and in each case any material facts and circumstances relating thereto.

Efforts to Obtain TMRC Stockholder Approval

TMRC has agreed to (a) as soon as reasonably practicable (and in any event, within five business days) following the date on which the S -4 registration statement of which this proxy statement/prospectus forms a part is declared effective under the Securities Act and the SEC staff advises that it has no further comments on the proxy statement/prospectus, duly call and give notice of, and commence mailing of the proxy statement/prospectus to the holders of TMRC Shares as of the record date established for the special meeting to consider and vote upon the

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adoption of this Agreement, (b) as soon as reasonably practicable (but in any event within 35 calendar days) following the commencement of the mailing of the proxy statement/prospectus pursuant to clause (a) above, convene and hold the special meeting, and (c) use its reasonable best efforts to solicit proxies from its stockholders in favor of the adoption of the Merger Agreement and take all other actions necessary or advisable to secure TMRC stockholder approval.

Notwithstanding this section, TMRC may (and if requested by USAR, will be required to) adjourn or postpone the special meeting to a later date, of not more than 15 days, to the extent TMRC believes in good faith, after consultation with USAR, that such adjournment or postponement is reasonably necessary (i) to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to the holders of TMRC Shares within a reasonable amount of time in advance of the special meeting, (ii) to allow reasonable additional time to solicit additional proxies necessary to obtain stockholder approval, (iii) to ensure that there are sufficient TMRC Shares (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the special meeting, or (iv) otherwise where required to comply with applicable law. Subject to the Merger Agreement, the TMRC Board will recommend the adoption of the Merger Agreement at the special meeting and, unless there has been an adverse recommendation change permitted by and in accordance with the Merger Agreement, will include the company recommendation in the proxy statement/prospectus and take all lawful action necessary, proper or advisable on its part to solicit such adoption. Notwithstanding any adverse recommendation change, TMRC will submit the Merger Agreement to its stockholders for approval at the TMRC stockholder meeting.

Efforts to Complete the Mergers

USAR and TMRC have agreed to cooperate with each other and use (and cause their respective subsidiaries to use) their respective reasonable best efforts to:

•          take or cause to be taken all actions necessary or advisable to consummate and make effective the Mergers and other transactions contemplated by the Merger Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings;

•          obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the Mergers or any of the other transactions contemplated by the Merger Agreement, including making any filings in connection therewith and supplying as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to such filings;

•          execute and deliver any additional instruments necessary to consummate the Transactions; and

•          upon the reasonable written request of USAR or either Merger Sub, obtain all necessary or appropriate consents under any material contracts to which TMRC or any of its subsidiaries is a party in connection with the Merger Agreement and the consummation of the Transactions; provided that no party or its subsidiaries shall be required prior to the Effective Time to pay any costs, expenses, consent or other similar fee or other consideration (other than immaterial administrative and/or legal costs and expenses) or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any material contract that is not conditioned upon the consummation of the Mergers, to obtain any such consent.

USAR and TMRC have agreed to cooperate in scheduling and conducting any meetings with any governmental entity, coordinating and making any applications and filings with, and resolving any investigation or other inquiry of, any agency or other governmental entity, and obtaining the required statutory approvals, consents and approvals from any governmental entity necessary, proper or advisable to consummate the Mergers, including, in each case, the strategy related thereto; provided that, in the event USAR and TMRC cannot reach an agreement after cooperating in good faith, USAR will have the final determination over such matters.

Notwithstanding anything to the contrary in the Merger Agreement, in no event will USAR or its affiliates be required to propose, negotiate, effect or agree to the sale, divestiture, license or other disposition of any assets, properties or businesses of USAR or any of its affiliates or TMRC or any of its subsidiaries, or otherwise to take (and TMRC and its subsidiaries shall not take without the prior written consent of USAR) any action that limits the freedom

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of action or otherwise restricts any of the assets, properties or businesses of USAR and its affiliates or TMRC and its subsidiaries if such action (together with any other required action) would be reasonably expected to have a material impact on (i) TMRC and its subsidiaries, taken as a whole, (ii) USAR and its affiliates, taken as a whole, or (iii) the benefits reasonably sought to be derived from the transactions. TMRC, USAR and the Merger Subs and any of their respective affiliates will not take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any applicable waiting period under any antitrust laws, or the obtaining of approval of any applicable governmental entity, as necessary.

Fees Payable by TMRC and USAR

Whether or not the Mergers are consummated, all costs and expenses incurred in connection with the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement will be paid by the party incurring such expense, except (a) that expenses incurred in connection with the filing fee for the S -4 registration statement and printing and mailing this proxy statement/prospectus and the S -4 registration statement will be shared equally by TMRC and USAR and (b) as otherwise expressly provided in the Merger Agreement.

Indemnification and Directors’ and Officers’ Insurance

Under the Merger Agreement, for a period of six years from and after the Effective Time, USAR will cause the surviving company to, and USAR will, if the surviving company is not able, indemnify and hold harmless each present and former director or officer of TMRC or any of its subsidiaries and each other person who, at the request or for the benefit of TMRC or any of its subsidiaries, is or was previously serving as a director, officer, manager, employee or fiduciary of any other person or any benefit plan of TMRC or any benefit plan of any of the subsidiaries of TMRC (in each case, when acting in such capacity), determined as of the Effective Time (the “ indemnified parties ”), from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, as provided in the certificate of incorporation or bylaws or other governing documents of TMRC or its applicable subsidiary in effect on the date of the Merger Agreement or any indemnification agreement between such indemnified parties and TMRC in existence as of, and disclosed to USAR prior to, the date of the Merger Agreement, to the fullest extent permitted under applicable law.

In addition, for a period of six years from and after the Effective Time, USAR will advance fees, costs and expenses (including attorney’s fees and disbursements) as incurred to the fullest extent permitted under applicable law; provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and nonappealable judicial determination that such person is not entitled to indemnification pursuant to the Merger Agreement or applicable law.

Any indemnified party wishing to claim indemnification under the preceding paragraph, upon learning of any such claim, action, suit, proceeding or investigation, must promptly notify the surviving company thereof, but the failure to so notify will not relieve the surviving company or USAR, as applicable, of any liability it may have to such indemnified party except to the extent such failure materially prejudices the indemnifying party.

USAR agreed to, for six years after the Effective Time, cause the surviving company to maintain in effect provisions in the surviving company’s certificate of formation and limited liability company agreement or similar organizational documents (or in such documents of any successor to the business of the surviving company) and the organizational documents of any subsidiary of TMRC regarding exculpation, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the Merger Agreement. From and after the Effective Time, USAR, the surviving corporation and its subsidiaries and from and after the Second Effective Time, USAR, the surviving company and its subsidiaries, in each case, will honor and comply with their respective obligations under any indemnification agreement with any indemnified party in effect as of (and disclosed or made available to USAR prior to) the date of the Merger Agreement, and indemnification obligations under the limited liability company agreement of Round Top Mountain Development, LLC, and not amend, repeal or otherwise modify any such agreement or the limited liability company agreement of Round Top Mountain Development, LLC in any manner that would adversely affect any right of any indemnified party thereunder.

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The parties agreed that, prior to the Effective Time, TMRC may, as of the Effective Time, obtain and fully pay for “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of TMRC’s existing directors’ and officers’ insurance policies with a claims period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as TMRC’s current insurance carrier with respect to directors’ and officers’ liability insurance (collectively, “ D&O insurance ”) with benefits and levels of coverage no less favorable in any material respect to the indemnified parties than TMRC’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with the Merger Agreement or the Transactions); provided, however, that in no event will TMRC expend for such policies a premium amount in excess of the amount disclosed by TMRC to USAR in connection with the Merger Agreement. If TMRC, for any reason, fails to obtain such “tail” insurance policies as of the Effective Time, USAR will or will cause the surviving company to use its best efforts to purchase D&O insurance for such six year period with benefits and levels of coverage no less favorable in any material respect to the indemnified parties than TMRC’s existing policies as of the date of the Merger Agreement with respect to matters existing or occurring at or prior to the Effective Time (including in connection with the Merger Agreement or the transactions contemplated therein), provided, however, that in no event will USAR or the surviving company be required to expend for such policies an annual premium amount in excess of the amount disclosed by TMRC to USAR in connection with the Merger Agreement; and, provided further that if the annual premium of such insurance coverage exceeds such amount, the surviving company will obtain a policy with the greatest coverage available for a cost not exceeding such amount.

Other Covenants

The Merger Agreement contains certain other covenants and agreements, including covenants relating to:

•          cooperation between TMRC and USAR in the preparation of this proxy statement/prospectus;

•          confidentiality and access by each party to certain information about the other party and notice obligations during the period prior to the effective time of the Mergers;

•          the use of reasonable best efforts by USAR to cause the USAR Shares to be issued in the First Merger to be approved for listing on Nasdaq if required under the rules and regulations of Nasdaq;

•          cooperation between USAR and TMRC and the use of reasonable best efforts by TMRC to enable the delisting by the surviving corporation or the surviving company, as the case may be, of the TMRC Shares from OTC and the deregistration of the TMRC Shares under the Exchange Act as promptly as practicable after the effective time, and in any event no more than ten calendar days after the Closing Date;

•          cooperation between USAR and TMRC in connection with public announcements;

•          other actions by TMRC and USAR, including with respect to state takeover statutes and Section 16 of the Exchange Act;

•          cooperation between USAR and TMRC in the defense or settlement of any stockholder litigation relating to the merger, including notice and consultation obligations; and

•          tax matters, including related to the intended tax treatment.

Conditions to Completion of the Merger

The respective obligations of USAR and TMRC to complete the Mergers are subject to the satisfaction or waiver by the parties to the Merger Agreement at or prior to the Effective Time of the following conditions:

•          the receipt of the TMRC stockholder approval;

•          the authorization of the USAR Shares to be issued as Merger Consideration for listing on Nasdaq, subject to official notice of issuance if required under the rules and regulations of Nasdaq;

•          the absence of any applicable law or order that makes illegal, enjoins or otherwise prohibits the consummation of the Mergers; and

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•          the effectiveness of the registration statement, of which this proxy statement/prospectus forms a part, in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the registration statement shall have been issued (and not rescinded), and no proceeding for that purpose shall be pending before the SEC.

In addition, each of TMRC’s and USAR’s obligations to complete the Mergers are subject to the satisfaction or waiver of the following additional conditions:

•          the representations and warranties of the other party being true and correct to the extent specified in the Merger Agreement;

•          the other party having performed or complied with, in all material respects, all of its obligations under the Merger Agreement required to be performed or complied with by it at or prior to the closing of the merger;

•          the absence, since the date of the Merger Agreement, of any Material Adverse Effect on the other party that is continuing;

•          each party shall have received at the closing a certificate on behalf of the other party by an executive officer to the effect that the foregoing conditions in this section have been satisfied; and

•          the waiting periods, if any, applicable to the Mergers will have expired or otherwise been terminated, or all requisite consents, directions or orders required to consummate the Mergers pursuant thereto will have been obtained, and, in the case of USAR, no burdensome condition shall have been imposed in connection therewith.

In addition, USAR’s obligations to complete the Mergers are subject to the satisfaction or waiver of the following conditions:

•          TMRC shall have received a duly executed agreement between Daniel Gorski and Standard Silver Corp. (“ Standard Silver ”) that, upon the repayment of all amounts due under the DG Promissory Note, (i) the DG Promissory Note is terminated and shall be of no further force or effect, (ii) the holder thereof has released and discharged Standard Silver and its affiliates (including, from and after the Effective Time, USAR and its affiliates) from any and all claims, obligations, liens and liabilities arising under or in connection with the DG Promissory Note, and (iii) the holder thereof shall have no further rights or claims against Standard Silver and its affiliates (including, from and after the Effective Time, USAR and its affiliates) arising under or in connection with the DG Promissory Note (“ DG Promissory Note Payoff Agreement ”) and such agreement is in full force and effect as of the Effective Time; and

•          USAR shall have received a copy of a duly executed transfer and assignment agreement or other document or instrument necessary to validly reconvey, transfer, and assign the property referenced in the DG Promissory Note Payoff Agreement from Standard Silver to Daniel Gorski (“ DG Transfer Instrument ”) and such instrument will have been validly conveyed, transferred and assigned from Standard Silver to Daniel Gorski and duly recorded as of the Effective Time.

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after receipt of the TMRC stockholder approval, under the following circumstances:

•          by mutual written consent of USAR and TMRC;

•          by either USAR or TMRC:

o         if the Mergers are not consummated by December 4, 2026 (the “end date”), except that, the right to terminate the Merger Agreement is not available pursuant to this subsection to any party that has materially breached its obligations in any manner whose actions or failure to act has been the primary cause, or primarily resulted in, the failure of the Mergers to have been consummated by the end date;

o         if the TMRC stockholder approval is not obtained at the special meeting or at any adjournment or postponement thereof; or

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o         if any law or order permanently restraining, enjoining or otherwise prohibiting the closing of the Mergers shall become final and non -appealable , except that, the right to terminate the Merger Agreement is not available pursuant to this subsection to any party whose action or failure to act has been the primary cause of, or primarily resulted in, the action or event described in this subsection, and the party seeking termination pursuant to this subsection must have complied with its obligations under the governmental notices and filings covenant (Section 6.05) of the Merger Agreement;

•          by TMRC, whether before or after the TMRC stockholder approval, if there has been a breach of any representation, warranty, covenant or agreement made by USAR or the Merger Subs in the Merger Agreement, such that (i) a condition set forth in the portions of the Merger Agreement detailing the conditions to obligations of TMRC relating to representations and warranties and the performance of obligations of USAR and the Merger Subs would not be satisfied and (ii) such breach is not curable or, if curable by the end date, USAR (A) has not commenced good faith efforts to cure such breach or failure to perform within 15 calendar days following receipt by USAR of written notice of such breach or failure to perform from TMRC stating TMRC’s intention to terminate the Merger Agreement pursuant to the Merger Agreement and the basis for such termination or (B) is not thereafter continuing to take good faith efforts to cure such breach or failure to perform;

•          by USAR, if the TMRC Board makes an adverse recommendation change or TMRC approves or enters into an alternative acquisition agreement; or

•          by USAR, if there has been a breach of any representation, warranty, covenant or agreement made by TMRC in the Merger Agreement, such that (i) a condition set forth in the portions of the agreement detailing the conditions to obligations of USAR relating to representations and warranties and the performance of obligations of TMRC would not be satisfied and (ii) such breach is not curable or, if curable by the end date, TMRC (A) has not commenced good faith efforts to cure such breach or failure to perform within 15 calendar days following receipt by TMRC of written notice of such breach or failure to perform from USAR stating USAR’s intention to terminate the Merger Agreement pursuant to the Merger Agreement and the basis for such termination or (B) is not thereafter continuing to take good faith efforts to cure such breach or failure to perform.

Effect of Termination

If the Merger Agreement is terminated and the Mergers are abandoned in accordance with the Merger Agreement, then the Merger Agreement will be void and of no effect with no liability to any person, except that no termination of the Merger Agreement will relieve any party from liability or damages to the other party resulting from fraud in the making of any representation or warranty expressly set forth in the Merger Agreement or any willful breach of the Merger Agreement.

Termination Fee; Liability for Breach

TMRC will pay to USAR a termination fee of $3,250,000 if:

•          USAR terminates the Merger Agreement because the TMRC Board makes an adverse recommendation change or TMRC approves or enters into an alternative acquisition agreement;

•          USAR or TMRC terminates the Merger Agreement due to the approval of the TMRC stockholders not having been obtained at the special meeting or at any adjournment or postponement thereof at any time after USAR would have been permitted to terminate the Merger Agreement because the TMRC Board made an adverse recommendation change or TMRC approved or entered into an alternative acquisition agreement; or

•          (A)(x) USAR or TMRC terminates because the TMRC stockholders fail to approve the Merger Agreement at the special meeting or the end date has arrived or (y) USAR terminates because TMRC breaches any of its representations, warranties, covenants or agreements in the Merger Agreement and such breach is not curable or, if curable by the end date, TMRC has not commenced good faith efforts to cure such breach or failure to perform within 15 calendar days following receipt of written notice of such breach or failure to

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perform stating USAR’s intention to terminate the Merger Agreement and the basis for such termination or is not thereafter continuing to take good faith efforts to cure such breach or failure to perform, (B) an acquisition proposal has been publicly announced or otherwise communicated to TMRC’s stockholders after the date of the Merger Agreement but prior to the date the Merger Agreement is terminated, and (C) within 12 months following the date of such termination, (1) the TMRC Board recommends that stockholders vote in favor of, or tender into, an acquisition proposal, (2) TMRC enters into an alternative acquisition agreement providing for the consummation of an acquisition proposal, or (3) an acquisition proposal is consummated (provided that for purposes of this clause (C), the term “acquisition proposal” shall have the meaning as set forth above under “ No -Solicitation ; Acquisition Proposals; Change in Recommendation ” except that all references to 20% shall be deemed to be references to 50%).

The parties have agreed that in no event shall TMRC be required to pay the termination fee on more than one occasion, and except in the case of a willful breach of the Merger Agreement, if USAR receives the full amount of the termination fee from TMRC, such payment will be the sole and exclusive remedy of USAR against TMRC and its subsidiaries and their respective former, current or future partners, stockholders, managers, members, affiliates and representatives and none of TMRC, any of its subsidiaries or any of their respective former, current or future partners, stockholders, managers, members, affiliates or representatives will have any further liability or obligation relating to or arising out of the Merger Agreement or the Transactions.

Specific Enforcement

The parties agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached. The parties accordingly agreed that (i) the parties will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to specifically enforce the terms and provisions of the Merger Agreement in the Delaware Court of Chancery, without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which such party is entitled at law or in equity and each party will not allege and waives the defense that there is an adequate remedy available at law, and (ii) that the right of specific enforcement is an integral part of the Transactions and without that right neither TMRC nor USAR would have entered into the Merger Agreement.

Withholding Taxes

Each of TMRC, USAR, the Merger Subs, the surviving corporation, the surviving company, the exchange agent, and any other “withholding agent” under U.S. federal, state, local or foreign tax law, shall be entitled to deduct and withhold from such amounts payable or otherwise deliverable to any person pursuant to the Merger Agreement such amounts as are required to be deducted and withheld with respect to the making of any such payments under any provision of any applicable law, including the U.S. Internal Revenue Code of 1986, as amended, the U.S. Treasury regulations promulgated thereunder or any other provision of U.S. federal tax law, or under any provision of state, local or foreign tax law. Any amount deducted or withheld pursuant to the Merger Agreement, and paid over to the appropriate taxing authority, shall be treated as having been paid to the person in respect of which such deduction or withholding was made.

Modifications or Amendments; Waiver

At any time prior to the Effective Time, the Merger Agreement may be amended, modified or supplemented in writing by the parties, by action of the board of directors of the respective parties; provided that after the TMRC stockholder approval has been obtained there will be no amendment or waiver that would require the further approval of the stockholders of TMRC, under applicable law without such approval having first been obtained.

The parties may waive the conditions to each of the parties’ obligations to consummate the Mergers which are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law; provided that any failure or delay in exercising any right pursuant to the Merger Agreement will not constitute a waiver of such right.

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Assignment

The Merger Agreement and any of the rights, interests or obligations thereunder cannot be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties, and any purported assignment in contravention thereof will be null and void. Subject to this anti -assignment provision and except as set forth in the Merger Agreement, the Merger Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Governing Law

The Merger Agreement, all actions, claims, suits or proceedings in equity, in contract, in tort, or otherwise, that may be based upon, arise out of or relate to the Merger Agreement, the negotiation of the Merger Agreement or the performance of the Merger Agreement or the Transactions will be interpreted, construed and governed by and in accordance with the law of the State of Delaware without regard to the conflict of law principles thereof to the extent that such principles would have the effect of applying the laws of, or directing a matter to, another jurisdiction.

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE MERGERS

The following discussion is a summary of certain material U.S. federal income tax considerations for U.S. Holders and Non -U .S. Holders (each as defined below, and together, “ Holders ”) who exchange TMRC Shares for USAR Shares (including any fractional USAR Shares for which cash is received) in the Mergers. This section applies only to Holders that hold their TMRC Shares as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). This discussion is limited to U.S. federal income tax considerations and does not address any estate, gift or other U.S. federal non -income tax considerations or considerations arising under the tax laws of any U.S. state, or local or non -U .S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to any particular investor in light of their particular circumstances, including any alternative minimum tax, the Medicare tax on certain investment income, the potential applicability of any tax treaties between the United States and non -U .S. governments and any different consequences that may apply to Holders subject to special rules under U.S. federal income tax law, such as:

•          banks, financial institutions or financial services entities;

•          broker -dealers ;

•          taxpayers that are subject to the mark -to -market accounting rules with respect to the TMRC Shares;

•          governments or agencies or instrumentalities thereof;

•          insurance companies;

•          regulated investment companies or real estate investment trusts;

•          partnerships (including entities or arrangements treated as partnerships) for U.S. federal income tax purposes or persons that hold the TMRC Shares through such partnerships;

•          subchapter S corporations or persons that hold the TMRC Shares through such entities;

•          grantor trusts;

•          tax -exempt entities or organizations, qualified retirement plans, individual retirement accounts, or other tax -deferred accounts;

•          cooperatives;

•          U.S. expatriates or former long -term residents of the United States;

•          except as specifically provided below, persons that directly, indirectly, or constructively own 5% or more (by vote or value) of all classes of TMRC’s stock;

•          persons that directly, indirectly, or constructively own, or immediately after giving effect to the Mergers will own, 5% or more (by vote or value) of the outstanding USAR common stock;

•          persons that acquired their TMRC Shares pursuant to an exercise of employee share options, in connection with employee share incentive plans, or otherwise as compensation;

•          persons that hold their TMRC Shares as part of a straddle, constructive sale, hedge, wash sale, conversion or other integrated or similar transaction;

•          persons that exercise appraisal rights in respect of their TMRC Shares in connection with the Mergers under Section 262 of the DGCL;

•          persons that are subject to special tax accounting rules under Section 451(b) of the Code;

•          U.S. Holders (as defined below) that hold their TMRC Shares in connection with a trade or business conducted, or a permanent establishment located, outside the United States;

•          U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or

•          “specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.

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If a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes holds TMRC Shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding any TMRC Shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Mergers.

This discussion is based on the Code, U.S. Treasury regulations promulgated thereunder (whether final, temporary, or proposed), and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. The parties to the Merger Agreement have not sought, and do not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein. Accordingly, there can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE MERGERS TO HOLDERS OF TMRC SHARES WHO EXCHANGE TMRC SHARES FOR USAR SHARES IN THE MERGERS. THE U.S. FEDERAL INCOME TAX TREATMENT OF THE MERGERS TO HOLDERS OF TMRC SHARES AND TMRC MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. EACH HOLDER OF TMRC SHARES SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE MERGERS, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON -U .S. TAX LAWS AND THE POTENTIAL APPLICABILITY OF ANY TAX TREATIES BETWEEN THE UNITED STATES AND NON -U .S. GOVERNMENTS.

I.         U.S. Holders

As used herein, a “ U.S. Holder ” is a beneficial owner of a TMRC Share, who or that is for U.S. federal income tax purposes:

•          an individual who is a citizen or resident of the United States;

•          a corporation that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•          an estate whose income is subject to U.S. federal income tax regardless of its source; or

•          a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

The U.S. federal income tax consequences of the Mergers to U.S. Holders will depend primarily on whether the Mergers qualify as a reorganization within the meaning of Section 368 of the Code (a “ Reorganization ”). TMRC and USAR intend for the Mergers, taken together, to be treated as a Reorganization and each of TMRC and USAR to be treated as “a party to a reorganization” within the meaning of Section 368(b) of the Code. Based upon customary assumptions, as well as certain representations made by, and covenants and undertakings of, TMRC and USAR, it is the opinion of Loeb & Loeb LLP, legal counsel to TMRC, that the Mergers, taken together, more likely than not qualify as a Reorganization. However, there are significant factual and legal uncertainties as to whether the Mergers will qualify as a Reorganization. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. Although we expect that requirement to be satisfied in the case of the Mergers, there is an absence of direct guidance on whether and under which circumstances the acquired corporation is treated as having conducted a historic business for purposes of satisfying that requirement in a case in which the acquired corporation, rather than conducting such a historic business directly, holds an interest in a partnership that is engaged in such a business, as is the case with respect to TMRC’s ownership of its interest in Round Top, an entity classified as a partnership for U.S. federal income

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tax purposes. Moreover, if any of the facts, assumptions, representations, covenants or undertakings by TMRC and USAR are incorrect, incomplete or inaccurate or are violated, the accuracy of the opinion may be affected and the U.S. federal income tax consequences of the Mergers could differ from those described in this proxy statement/prospectus. Neither USAR nor TMRC intends to request a ruling from the IRS with respect to the tax treatment of the Mergers, and no assurance can be given that the IRS will not challenge the treatment of the Mergers as qualifying for Reorganization treatment (or the tax consequences described below) or that a court would not sustain such a challenge.

Subject to the discussion below of cash in lieu of fractional shares, if the Mergers qualify as a Reorganization, U.S. Holders of TMRC Shares generally would not recognize gain or loss on the exchange of TMRC Shares for USAR Shares as a result of the Mergers. If so treated, each U.S. Holder’s tax basis in the USAR Shares received in the Mergers would be the same as such U.S. Holder’s tax basis in the TMRC Shares surrendered in the Mergers in exchange therefor, and the holding period of the USAR Shares received in the Mergers by such U.S. Holder would include the holding period of the TMRC Shares surrendered in the Mergers in exchange therefor. A U.S. Holder who receives cash in lieu of a fractional USAR Share in the Mergers generally would be treated as having received such fractional share in the Mergers and then as having received such cash in redemption of such fractional share. If so treated, gain or loss generally would be recognized by such U.S. Holder based on the difference between the amount of cash received and the portion of the U.S. Holder’s aggregate adjusted tax basis of the TMRC Shares surrendered that is allocable to such fractional share. Such gain or loss generally would be capital gain or loss and would be long -term capital gain or loss if such TMRC Shares have been held for more than one year at the time of the First Merger. Long -term capital gain of non -corporate U.S. Holders (including individuals) is taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. The U.S. federal income tax treatment of a U.S. Holder who receives cash in lieu of a fractional share is not entirely clear, however, and under certain circumstances the receipt of cash in lieu of a fractional share could be treated as being received as a distribution with respect to USAR Shares. In such a case, such U.S. Holder may have dividend income up to the amount of cash received by it in the Mergers, depending on the current or accumulated “earnings and profits” of USAR. Because the possibility of dividend treatment depends primarily upon each holder’s particular circumstances, including the application of certain constructive ownership rules, all holders of TMRC Shares should consult their tax advisors regarding the application of the foregoing rules to them in their particular circumstance.

If the Mergers fail to qualify as a Reorganization, a U.S. Holder of TMRC Shares generally would recognize gain or loss in an amount equal to the difference between (i) the fair market value of the USAR Shares received (including any fractional USAR Shares for which cash is received) in exchange for such surrendered TMRC Shares upon completion of the Mergers and (ii) the U.S. Holder’s adjusted tax basis in the TMRC Shares surrendered. Such gain or loss generally would be capital gain or loss and would be long -term capital gain or loss if such TMRC Shares have been held for more than one year at the time of the First Merger. Long -term capital gain of non -corporate U.S. Holders (including individuals) is taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. If so treated, a U.S. Holder’s tax basis in the USAR Shares received in the Mergers generally would be equal to the fair market value of such USAR Shares, and the U.S. Holder’s holding period in such USAR Shares generally would begin on the day following the First Merger.

For purposes of the foregoing, if a U.S. Holder acquired different blocks of TMRC Shares at different times or at different prices, such U.S. Holder should consult its tax advisor regarding the appropriate manner in which USAR Shares (including any fractional USAR Shares for which cash is received) should be allocated among different blocks of TMRC Shares.

U.S. Holders are urged to consult their tax advisors regarding the tax consequences to them of the Mergers.

II.       NON-U .S. HOLDERS

As used herein, a “ Non -U .S. Holder ” is a beneficial owner of a TMRC Share who or that is for U.S. federal income tax purposes:

•          a non -resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;

•          a foreign corporation; or

•          an estate or trust that is not a U.S. Holder.

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Subject to the discussion of “United States real property holding corporations” below, the Mergers are not expected to result in any U.S. federal income tax consequences to a Non -U .S. Holder with respect to the receipt of USAR Shares in exchange for TMRC Shares if the Mergers qualify as a Reorganization. If the Mergers fail to qualify as a Reorganization, a Non -U .S. Holder of TMRC Shares generally will not be subject to U.S. federal income tax on gain recognized on the exchange of TMRC Shares for USAR Shares (including any fractional USAR Shares for which cash is received) in the Mergers unless

(i)       the gain is effectively connected with the Non -U .S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment or fixed base maintained by the Non -U .S. Holder in the United States);

(ii)      the Non -U .S. Holder is a non -resident alien individual present in the United States for 183 days or more during the taxable year of the exchange and certain other requirements are met; or

(iii)     TMRC is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time during the shorter of the five -year period preceding the First Merger or the period during which the Non -U .S. Holder held TMRC Shares and either (A) the TMRC Shares are not treated as “regularly traded” on an “established securities market” (as such terms are defined under applicable U.S. Treasury regulations) or (B) the Non -U .S. Holder owned, directly or under certain constructive ownership rules under the Code, more than 5% of the TMRC Shares at any time during the five -year period preceding the First Merger.

Based on the composition of TMRC’s assets, TMRC is expected to be a “United States real property holding corporation” (“ USRPHC ”) for its current taxable year because the fair market value of its “United States real property interests” is expected to equal or exceed 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. However, such determination is factual in nature and subject to change, and no assurance can be provided as to whether TMRC is or will be a USRPHC with respect to a particular Non -U .S. Holder of TMRC Shares.

Any gain described in clause (i) above generally would be subject to U.S. federal income tax on a net income basis in substantially the same manner as if the Non -U .S. Holder were a U.S. Holder (unless an applicable income tax treaty provides otherwise), and if the Non -U .S. Holder is a corporation, it may also be subject to an additional “branch profits tax” at a 30% rate (or such lower rate as may be provided by an applicable income tax treaty). A Non -U .S. Holder described in clause (ii) above generally would be subject to tax at a rate of 30% (or such lower rate as may be provided by an applicable income tax treaty) on any gain recognized, which may be offset by U.S. -source capital losses recognized in the same taxable year (if any). If clause (iii) above applies to a Non -U .S. Holder, any gain realized by such holder generally would be subject to tax at generally applicable U.S. federal income tax rates.

If the Mergers qualify as a Reorganization for U.S. federal income tax purposes, then any gain described in clauses (i) or (ii) above (which gain is not also described in clause (iii) above) in respect of a Non -U .S. Holder of TMRC Shares that exchanges such TMRC Shares for USAR Shares (including any fractional USAR Shares for which cash is received) generally will not be treated as recognized taxable gain in the exchange. If so treated, subject to the below discussion of gain described in clause (iii) above, each Non -U .S. Holder’s tax basis in the USAR Shares received in the Mergers would be the same as such Non -U .S. Holder’s tax basis in the TMRC Shares surrendered in the Mergers in exchange therefor, and the holding period of the USAR Shares received in the Mergers by such Non -U .S. Holder would include the holding period of the TMRC Shares surrendered in the Mergers in exchange therefor.

Whether or not the Mergers qualify as a Reorganization for U.S. federal income tax purposes, in the case of gain described in clause (iii) above, such gain would be subject to tax at generally applicable U.S. federal income tax rates; further, if the TMRC Shares are not considered “regularly traded” on an “established securities market,” withholding of U.S. federal income tax may be required at a rate of 15% on the amount realized by such Non -U .S. Holder of TMRC Shares. If a Non -U .S. Holder is subject to tax under the rules described in clause (iii) above, such Non -U .S. Holder’s basis in the USAR Shares received in the Mergers would be the fair market value of such USAR Shares at the time of the First Merger, and the Non -U .S. Holder’s holding period in such USAR Shares would begin on the day following the First Merger. If a Non -U .S. Holder is not subject to tax under clause (iii) and the Mergers qualify as a Reorganization, the basis and holding period rules described above under the discussion of the Mergers qualifying as a Reorganization generally would apply to the USAR Shares received by such Non -U .S. Holder.

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A Non -U .S. Holder subject to tax as described in the preceding paragraphs is required to file a U.S. federal income tax return with the IRS.

Non -U .S. Holders are urged to consult their tax advisors regarding the tax consequences to them of the Mergers.

III.     Reporting AND BACKUP WITHHOLDING Requirements

Each Holder that receives USAR Shares (including any fractional USAR Shares for which cash is received) in the Mergers may be required to retain permanent records pertaining to the Mergers and make such records available to any authorized IRS officers and employees. Such records may include information regarding the number, basis, and fair market value of the TMRC Shares exchanged and USAR Shares received in exchange therefor (including any fractional USAR Shares for which cash is received).

Additionally, a Holder that is required to file U.S. federal income tax returns and who owned immediately before the Mergers at least 1% (by vote or value) of the total outstanding equity of TMRC may be required to attach a statement to their U.S. federal income tax returns for the year in which the Mergers are consummated that contains the information listed in U.S. Treasury regulations Section 1.368 -3 (b). Such statement must include such Holder’s tax basis in its TMRC Shares surrendered in the Mergers, the fair market value of such TMRC Shares, the date of the Mergers and the name and employer identification number of the parties to the Reorganization. Holders should consult their tax advisors regarding the application of these rules to the Mergers.

A Holder may, under certain circumstances, be subject to information reporting and backup withholding (currently at a rate of 24%) on amounts received in the Mergers, unless such Holder properly establishes an exemption or provides its correct tax identification number on an IRS Form W -9 (in the case of a U.S. Holder) or the appropriate IRS Form W -8 (in the case of a Non -U .S. Holder) and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a payee’s U.S. federal income tax liability, if any, so long as such payee furnishes the required information to the IRS in a timely manner.

All Holders of TMRC Shares are urged to consult their tax advisors as to the tax consequences to them of the Mergers. The discussion of the material U.S. federal income tax CONSIDERATIONS contained herein is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Mergers. Tax consequences may vary with, or be dependent on, individual circumstances. TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGERS WILL DEPEND ON THE FACTS OF EACH HOLDER’S OWN SITUATION.

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BUSINESS OF TMRC

As used in this section, references to “Texas Mineral”, “the Company,” “we,” “our,” “us” or “TMRC” mean Texas Mineral Resources Corp. and its predecessors, as the context requires.

We are engaged in the business of owning, acquiring, exploring and developing mineral properties. We own an approximately 18.7% membership interest in RTMD, which entity holds two mineral property leases with the GLO to explore and develop the Round Top Project. The leases expire in 2030 with provisions for automatic renewal if RTMD is producing in paying quantities (the receipt from the sale of materials exceeds all costs and expenses associated therewith for the prior 12 months). The strategy with the Round Top Project is to develop a metallurgical process to concentrate or otherwise extract the metals from the Round Top Project’s rhyolite, conduct additional engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round Top Project. The Round Top Project is considered an ‘exploration stage property’ under Item 1300 of Regulation S -K , in that the Round Top Project is a property that has no mineral reserves disclosed. Mineral resources that are not mineral reserves have no demonstrated economic viability.

Rare earth elements are a group of chemically similar elements that usually are found together in nature — they are referred to as the “lanthanide series.” These individual elements have a variety of characteristics that are critical in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without these elements, multiple high -tech technologies would not be possible. These technologies include:

•          cell phones;

•          computer and television screens;

•          battery operated vehicles;

•          clean energy technologies, such as hybrid and electric vehicles and wind power turbines;

•          fiber optics, lasers and hard disk drives;

•          numerous defense applications, such as guidance and control systems and global positioning systems; and

•          advanced water treatment technology for use in industrial, military and outdoor recreation applications.

Because of these applications, global demand for REE is projected to steadily increase due to continuing growth in existing applications and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue to fund our participation interest in the Round Top Project may be impacted by, among other factors, future prices for REEs.

As a part of our ongoing operations, we will occasionally investigate potential new mining opportunities. We may also incur expenses associated with our investigations. These costs are expensed as incurred until such time when we have agreements in place to purchase any such mining rights.

Operations Update

USAR OpCo, the operating manager of the Round Top Project, continues to progress the Round Top Project toward operations. To date, USAR OpCo has successfully separated all heavy rare -earth elements from light rare -earth elements and is now beginning our work on individual separations including dysprosium and terbium, as well as critical minerals, such as hafnium and zirconium, from the Round Top Project ore.

History of the Round Top Project

In 2011, the Company entered into two leases with the GLO to explore and develop the Round Top Project, which leases were transferred to RTMD in 2021.

In March 2013, we purchased the 54,990 acre surface lease covering the Round Top Project, known as the West Lease, from the Southwest Wildlife and Range Foundation (“ Foundation ”) for $500,000 and the issuance of 1,063,830 TMRC Shares and agreed to support the Foundation through an annual payment of $45,000 for ten years

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to support conservation efforts within the Rio Grande Basin. The West Lease provides exclusive surface access to the area for the potential development and mining of the Round Top Project. We transferred the West lease to RTMD in 2021.

In October 2014, we executed agreements with the GLO securing the option to purchase the surface rights covering the Round Top Project mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers approximately 5,670 acres of which 950 acres are authorized for mining and the remaining 4,720 acres are contemplated for future use as mine processing land (e.g., for use to assist in mine development, as leach fields, and/or as plant site). The option may be exercised for all or part of the option acreage at any time during the primary term of the mineral lease as defined above. The “primary term” of the GLO mineral leases and the option is through August 2030. The option can be kept current by an annual payment of $10,000. The purchase price will be the appraised value of the surface at the time of exercising the option. The ground water lease secures the right to develop the ground water within an 8,828 -acre lease area located approximately 4 miles from the Round Top Project. This lease has an annual minimum production payment of $5,000 prior to production of water for the operation. After initiation of production payments of $0.95 per thousand gallons or $20,000 annually, whichever is greater, is required. This lease remains effective as long as the mineral lease is in effect. We transferred the option to purchase the surface rights and water lease to RTMD in 2021.

Cautionary Note

Cautionary Note to Investors:      The PEA dated August 16, 2019 was prepared in accordance with Canadian National Instrument 43 -101  — Standards of Disclosure for Mineral Projects (“ NI 43 -101 ”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “ CIM ”) —  CIM Definition Standards on Mineral Resources and Mineral Reserves , adopted by the CIM Council, as amended. The Company voluntarily had the PEA prepared in accordance with NI 43 -101 but the Company is not subject to regulation by Canadian regulatory authorities and no Canadian regulatory authority has reviewed the PEA or passed upon its accuracy or compliance with NI 43 -101 . The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43 -101 . These definitions differ from the definitions in Item 1300 of Regulation S -K under the Securities Act. Under Item 1300 of Regulation S -K standards, a “final” or “bankable” feasibility study is required to report reserves, the three -year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” while defined in NI 43 -101 and Item 1300 of Regulation S -K are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre -feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by Item 1300 of Regulation S -K standards as in place tonnage and grade without reference to unit measures. Accordingly, information in the PEA contains descriptions of our mineral deposits that may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. The Round Top Project as described in the PEA currently does not contain any known proven or probable mineral reserves under Item 1300 of Regulation S -K reporting standards. U.S. investors are urged to consider closely the disclosure in the Registrant’s latest reports filed with the SEC.  U.S. Investors are cautioned not to assume that any defined resources in these categories will ever be converted into Item 1300 of Regulation  S -K compliant reserves.

USA Rare Earth Agreement

In August 2018, the Company and Morzev entered into the 2018 Option Agreement whereby Morzev was granted the exclusive right to earn and acquire a 70% interest in the Round Top Project by financing $10 million of expenditures in connection with the Round Top Project, increasable to an 80% interest, for an additional $3 million payment to the Company. In connection with the formation of USAR OpCo in May 2019, Morzev notified the

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Company that it was nominating USAR OpCo as the optionee under the terms of the 2018 Option Agreement. In August 2019, the Company and USAR entered into the 2019 Option Agreement, whereby the Company restated its agreement to grant USAR OpCo the exclusive right to earn and acquire a 70% interest, increasable to an 80% interest, in the Round Top Project.

In May 2021, and in accordance with the terms of the Option Agreement, the Company and USAR OpCo entered into the Contribution Agreement whereby the Company and USAR OpCo contributed assets to RTMD, at the time a wholly -owned subsidiary of the Company, in exchange for their initial ownership interests in RTMD, of which the Company initially owned a membership interest equating to 20% of RTMD and USAR OpCo initially owned a membership interest equating to 80% of RTMD. Concurrently therewith, the Company and USAR OpCo as the two members entered into the Operating Agreement governing the operations of RTMD which contains customary and industry standard terms as contemplated by the Option Agreement. USAR OpCo serves as manager of RTMD.

Upon entry into the Contribution Agreement, the Company assigned the following contracts and assets to RTMD in exchange for its initial 20% membership interest in RTMD:

•          the assignment and assumption agreement with respect to the mineral leases from the Company to RTMD;

•          the assignment and assumption agreement with respect to the surface lease from the Company to RTMD;

•          the assignment and assumption agreement with respect to the surface purchase option from the Company to RTMD;

•          the assignment and assumption agreement with respect to the water lease from the Company to RTMD; and

•          the bill of sale and assignment agreement of existing data and other relevant contracts and permits with respect to RTMD owned by the Company.

Upon entry into the Contribution Agreement, USAR OpCo assigned the following assets to Round Top (or the Company, as applicable) for its initial 80% membership interest in RTMD:

•          cash to RTMD to continue to fund RTMD operations in the amount of approximately $3,761,750 comprising the balance of the $10 million required expenditure to earn a 70% interest in RTMD;

•          cash in the amount of $3 million to the Company upon exercise of the USAR OpCo option to acquire from the Company an additional 10% interest in RTMD, resulting in the aggregate ownership interest of 80% in RTMD;

•          bill of sale and assignment agreement of the Pilot Plant and other relevant contracts and permits to RTMD; and

•          bill of sale and assignment agreement of existing data and intellectual property owned by USAR OpCo to RTMD.

In June 2023, the Company and USAR OpCo adopted the Amended Operating Agreement and the following material amendments to the Amended Operating Agreement were adopted:

Cash Calls.

On the basis of the adopted program and budget (sometimes referred to as the “ RTMD Budget ”) then in effect, the manager will submit to each member monthly cash calls at least 10 days before the last day of each month, and within 10 days of receipt, (a) USAR OpCo will pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest and (b) the Company will either (i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the applicable estimated cash requirements that the Company will contribute (the “ Notice of Non -Contribution ”). Failure by the Company to deliver payment of its proportionate share of the estimated cash requirements, as an additional capital contribution,

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or to deliver a Notice of Non -Contribution within the 10 day period shall automatically be considered a “Deemed Non -Contribution ” and shall have the same effect as if the Company provided a timely Notice of Non -Contribution with respect to non -contribution of its entire proportionate share of the applicable cash call.

Remedies for Failure to Meet Cash Calls

Non -Contribution .     Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of any additional capital contribution that it is required to contribute pursuant to a Notice of Non -Contribution or a Deemed Non -Contribution (such unfunded amount shall be deemed the “ Shortfall Amount ”), then USAR OpCo shall fund the entire Shortfall Amount within 5 business days after the Notice of Non -Contribution or Deemed Non -Contribution .

Dilution.     Upon the contribution of the Shortfall Amount by USAR OpCo, the interests of the members will be recalculated based on the adjustment provision set forth below in the sub -heading “— Adjustment of Interests”.

Maximum Dilution.     The dilution of the Company shall not fall below a 3% interest in RTMD (the “ Minimum Percentage Interest ”). Upon the contribution by USAR OpCo of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum Percentage Interest, USAR OpCo will receive a priority distribution of available cash, in addition to a distribution of available cash to which USAR OpCo otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant to the applicable cash call request, up to the Shortfall Amount that would have resulted in the Company’s interest being further diluted but for the Minimum Percentage Interest (the “ Priority Distribution ”). The Priority Distribution will continue until USAR OpCo has been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available cash pro rata in proportion to their respective interests.

Adjustment of Interests.     If USAR OpCo contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject to the Minimum Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget, by a fraction, expressed as a percentage:

•          the numerator of which equals the Shortfall Amount actually funded by USAR OpCo; and

•          the denominator of which equals the market capitalization of the Company.

In October 2025, RTMD sent a cash call notice for the November 2025 RTMD cash call in the aggregate amount of $903,978, of which $734,429 was contributed by USAR OpCo and $169,549 was to be contributed by the Company but the Company elected to incur dilution rather than to fund its portion. The dilution to the Company’s membership interest in RTMD with respect to the November 2025 RTMD cash call notice was calculated as follows: (A) the USAR OpCo ownership interest in RTMD at September 30, 2025 was 81.260% and the Company’s ownership interest in RTMD at September 30, 2025 was 18.740%; (B) the Company provided a Notice of Non -Contribution in October 2025 stating that it will not contribute the $169,549 which then became the Shortfall Amount; (C) USAR OpCo contributed its $734,429 plus the Shortfall Amount; (D) the Company as of the date of the Notice of Non -Contribution had a market capitalization of $126,783,791; and (E) as the Shortfall Amount equaled 0.134% of the Company’s market capitalization, the Company’s percentage Interest in RTMD was reduced to approximately 18.7% as of December 31, 2025.

Distributions

Cash in excess of authorized reserves will be distributed to the members pro -rata in proportion to their respective interests on a periodic basis as determined by the management committee. RTMD will be required to make tax distributions to each member. Once USAR OpCo has been paid the Priority Distribution, if applicable, all distributions made in connection with the sale or exchange of all or substantially all of RTMD’s assets and all distributions made in connection with the liquidation of RTMD will be made to the members pro -rata in accordance with their respective interests.

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Other material terms of the Amended Operating Agreement that remain unchanged are as follows:

Management .

A management committee will make the major decisions of RTMD, such as approval of the respective program and budget, and the manager will implement such decisions. The management committee consists of three representatives of the members, with two being appointed by USAR OpCo and one by the Company which is Dan Gorski. The representatives vote the ownership percentage interests of their appointing member.

Management Committee Meetings .

Meetings will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting is by simple majority except for certain “major decisions” that require a unanimous vote. So long as the Company maintains a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the Company’s ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company, in each case who elects a majority of the Company’s board, this unanimous approval requirement can be suspended by USAR OpCo, at its option. The major decisions requiring unanimous approval, as set forth above, are:

•          approval of an amendment to any program and budget that causes the program and budget to increase by 15% or more, except for emergencies;

•          other than purchase money security interests or other security interests in RTMD equipment to finance the acquisition or lease of RTMD equipment used in operations, the consummation of a project financing or the incurrence by RTMD of any indebtedness for borrowed money that requires the guarantee by any member of any obligations of RTMD;

•          the redemption of all or any portion of an ownership interest, except for limited circumstances provided for in the Operating Agreement;

•          the issuance of an ownership interest or other equity interest in RTMD, or the admission of any person as a new member of RTMD, other than in connection with the exercise of a right of first offer by a member;

•          substitution of a member under certain circumstances and dissolution of RTMD;

•          a decision to grant authorization for RTMD to file a petition for relief under any chapter of the United States Bankruptcy Code, to consent to such relief in any involuntary petition filed against RTMD by any third party, or to admit in writing any insolvency of RTMD or inability to pay its debts as they become due, or to consent to any receivership of RTMD;

•          acquisition or disposition of significant mineral rights, other real property or water rights outside of the area of interest as set forth in the Operating Agreement or outside of the ordinary course of business;

•          the merger of RTMD into or with any other entity; and

•          the sale of all or substantially all of RTMD’s assets.

Manager .

The manager will manage, direct and control operations in accordance with program and budget, will prepare and present to the management committee a proposed program and budget, and will generally oversee and implement all of the day to day activities of RTMD. The manager will conduct necessary equipment and materials procurement and property and equipment maintenance activities, with all operations to be conducted in accordance with adopted program and budget.

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Permitted Transfers .

Certain transfers are permitted under the Amended Operating Agreement, including transfers to affiliates or through certain mergers or other forms of business reorganization. A member may also encumber its ownership interest provided that if the ownership interest is foreclosed upon, the other member has a pre -emptive right to acquire such ownership interest at the foreclosure sale. If the transfer is a “permitted transfer ,” the transferee is automatically admitted as a member; otherwise unless the other member agrees, the transferee is only an economic interest holder with no voting or other rights held by a member.

Right of First Offer .

If a member desires to transfer all or a portion of its ownership interest to a third party (other than a permitted transfer), it may do that without the consent of the other member so long as it gives the other member the first right to purchase its ownership interest on the same terms. If the other member does not elect to purchase the ownership interest on such terms, the member may sell its ownership interest on such terms and the transfer will be a permitted transfer.

Drag -Along Right .

If USAR OpCo accepts a bona fide offer to purchase its entire ownership interest and all other rights under the Operating Agreement from an unrelated third party, the Company will then be obligated to sell its entire ownership interest and all other rights under the Amended Operating Agreement to the unrelated third party on the same terms and conditions as are accepted by USAR OpCo.

Current Ownership in Round Top .

Pursuant to the Amended Operating Agreement, USAR OpCo initially owned membership interests equating to 80% of Round Top and the Company initially owned membership interests equating to 20% of Round Top. These ownership interests have been and will be adjusted further under a variety of circumstances, including a decision by us not to fund in cash our portion of an RTMD Budget. Currently, USAR OpCo and the Company are obligated, subject to an election by the Company not to fund in cash its portion of an RTMD cash call and in lieu thereof to incur dilution to its membership interests, to fund further expenditures in proportion to their respective ownership interests. We did not fund any of our $631,042 cash call requirements during the fiscal year ended August 31, 2025 (total cash call for RTMD was $3,304,829) which resulted in the dilution of our RTMD membership interest to 18.779% at August 31, 2025. Subsequent thereto, we received cash calls for September, October and November 2025 which resulted in the dilution of our RTMD membership to approximately 18.7% as of December 31, 2025. We have not been advised by USAR OpCo with respect to any preliminary estimate of the RTMD Budget for the fiscal year ending August 31, 2026. Last year we were not advised as to any RTMD Budget. In the prior year, we were advised that the estimated budget for the fiscal year ended August 31, 2024 was anticipated to be between $15 million to $20 million, with the Company’s portion estimated to be between $3 million to $4 million. During the fiscal year ended August 31, 2024, the total expenditure on the Round Top Project by USAR OpCo (as we elected not to fund our portion, have USAR OpCo fund our portion, and in lieu thereof to incur dilution) was $4,200,996 (of which $898,740 was our portion funded by USAR OpCo when we elected to incur dilution rather than fund). It is possible that the RTMD Budget for the current fiscal year ending August 31, 2026 will exceed prior year cash calls, and it should be expected that in future periods the RTMD Budget will be higher. The Company likely will decide to incur dilution to its then current membership interest in lieu of funding in cash its RTMD Budget obligations during this fiscal year, as it currently does not have sufficient capital to fund any cash calls during this current fiscal year (and only has sufficient cash to fund estimated general and administrative expenses and related costs through August 2026); consequently our ownership interest in the Round Top Project will likely be further diluted during this current fiscal year. We will be required to raise additional capital to fund future cash calls from RTMD (unless we elect in lieu of making cash contributions to dilute our membership interest percentage, which dilution could be significant), and there can be no assurance that we will be able to raise the necessary capital to fund future RTMD cash calls (or to fund estimated general and administrative expenses subsequent to August 2026). We estimate that our current cash is sufficient to fund estimated general and administrative expenses and related costs through August 2026. See “ TMRC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources .”

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Operations of the Round Top Project

During the fiscal year ended August 31, 2025, the total cash calls by RTMD, and expenditures in RTMD, was $3,304,829 used primarily to optimize the leaching and developing of the CIX/CIC processing of the Round Top Project. It is unclear what the preliminary estimate of the RTMD Budget will be for the fiscal year ending August 31, 2026. Initial process design work has been carried out at USAR’s facility in Wheat Ridge, Colorado. The Round Top Project will require additional time and further expenditure to complete a bankable feasibility study. The Company lacks sufficient capital to fund any cash calls during the current fiscal year or thereafter and we expect to incur dilution to our then current membership interest in lieu of funding our RTMD cash calls during 2026.

Potential Santa Fe Gold Corporation / Alhambra Project

In November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation (“ Santa Fe ”), which agreement was amended in May 2024. Under the option agreement, the Company has the right to pursue a joint venture arrangement with Santa Fe to jointly explore and develop one or more target silver properties to be selected by the Company among patented and unpatented mining claims held by Santa Fe within the project area located in the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement, if any, is subject to the successful outcome of a multi -phase exploration plan leading to a bankable feasibility study planned to be undertaken in the near future by the Company. Under the contemplated terms of the proposed joint venture agreement, the Company would be project operator and initially own 50.5% of the joint venture while Santa Fe would initially own 49.5%. Additional terms of the joint venture are to be negotiated between the Company and Santa Fe in the future. There can be no assurance that the Company and Santa Fe will enter into a formal joint venture agreement, that there will be a successful outcome to any multi -phase exploration plan, that we will have the financial resources to fund exploration activities in the future, that any bankable feasibility study will be completed, or that this project will be commercialized.

Under the terms of the option agreement, the Company plans to conduct a district -wide evaluation among the patented and unpatented claims held by Santa Fe, as well as the area of interest, consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. Based on the district -wide evaluation, the Company would designate a “project area or areas,” the size or sizes of which will be decided at the time, and commence development work. The property covered in the option agreement is approximately 1,600 acres and covers approximately 75% of the Black Hawk Mining District. The area to be studied also includes a two -mile radius “area of interest.” The term of the option is for so long as the Company continues to conduct exploration activities in the Project Area (although there can be no assurance that the Company will continue to conduct exploration activities in any future period, due to lack of financial resources or otherwise) and can be exercised on 60 days’ notice to Santa Fe. During the term of the option and subject to limited exceptions, Santa Fe has agreed not to transfer any portion of its patented and unpatented mining claims within the Black Hawk Mining District without granting the Company the right of first refusal. In October 2024, a Minimum Impact Exploration Permit, No. GR094EM, was issued by the New Mexico Mining and Minerals Division related to the project area.

The Black Hawk district and the Alhambra mine, in particular, are historically known for the occurrence of native silver lenses, randomly distributed in narrow carbonate veins. The “ore shoots” are small, ranging from ten feet to seventy feet along the vertical axis and five to fifty feet along the horizontal axis. We believe that the excessive cost of locating and mining these small “ore shoots” has been the principal reason for the inability to sustain a mining operation in this district.

Because of the high native silver content of ore historically mined in the district, we have considered the use of geophysics to locate these small lenses and pods, with the goal to make potential development and mining feasible. We have worked with a geophysical service provider and consultants, and have completed four phases of electromagnetic surveying in the immediate area of the Alhambra mine. The method producing the most meaningful geological data is a method called NANOTEM by its developer, Zonge International. This technique was developed to locate small electrically conducting objects such as pipes, underground tanks and unexploded ordinance. Working with consultants and with Zonge International this technique was modified and applied to the immediate area of the Alhambra mine. Results are encouraging and plans have been made to conduct a diamond drilling campaign to test the electrically conductive anomalies detected to date. This drilling is sited to test these “anomalies” within the geologically favorable area along the vein immediately to the north of the Alhambra mine workings.

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During April and May 2025, 20 diamond drill holes aggregating 2751 feet were drilled at the historic Alhambra mine; eight drill holes were directed to test electro -magnetic anomalies separate from the Alhambra vein itself; three were multi -targeted to test electro -magnetic features and also to intersect the Alhambra vein; eight were drilled to intersect the Alhambra vein in the upper workings; and one was abandoned. Planning of the next phase of exploration is ongoing and while there can be no assurance that further exploration will continue, such continuation will be guided by analysis of the drill core.

Potential Steeple Rock Project

The Company entered into a non -binding letter of intent with Steeple Rock Holding Company, LLC (“ Steeple Rock ”) to explore the possibility of entering into a mining venture involving (i) four mines, being the Billali mine, the Jim Crow mine, the inactive Imperial mine, and the Carlisle mine, all located on patented mining claims in Grant County, New Mexico, and (ii) certain related assets including a 150 tons per day, unassembled flotation mill located in Duncan, Arizona. New Mexico Minimum Impact Mining permits are in effect for the Billali mine, which also holds a valid Federal Discharge Permit, and the Jim Crow and adjacent Imperial mine which are operated under a common permit. The millsite holds a valid operating permit issued by the State of Arizona. The Carlisle mine is currently unpermitted.

The initial anticipated capital required for the potential project, in an amount to be determined and agreed upon by the parties, is expected to be used for the initiation of mining and milling operations. There can be no assurance that entry into the non -binding letter of intent will result in a definitive agreement or, if a definitive agreement is reached, the potential project will proceed on the preliminary and general terms described above or at all. Legal, regulatory, business and financial diligence, along with the procurement of necessary capital to proceed with this potential project in an amount to be determined (of which there can be no assurance the necessary capital can be procured to proceed with this potential project), will need to be satisfactorily completed by the parties, as well as other customary conditions and approvals. No exploration costs were incurred with respect to this potential project in the fiscal year ended August 31, 2025.

We may acquire up to a 50.1% interest in this potential project by contribution of the Carlisle mine and by raising the initial capital needed, in an amount to be determined, to assemble the mill and commence development and production.

Trends — Markets

Rare earth elements, or REEs, are a group of chemically similar elements that usually are found together in nature — they are referred to as the “lanthanide series.” These individual elements have a variety of characteristics that are important in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications including: computer hard drives, cell phones, clean energy technologies, such as hybrid and electric vehicles and wind power turbines; multiple high -tech uses, including fiber optics, lasers and hard disk drives; numerous defense applications, such as guidance and control systems and global positioning systems; and advanced water treatment technology for use in industrial, military and outdoor recreation applications. As a result, global demand for REE is projected to due to continuing growth in existing applications and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic necessity as there is limited production of these elements outside of China. Our ability, if any, to raise additional funds in order to fund our expected cash calls in RTMD may be impacted by future prices for REEs.

Sources and Availability of Raw Materials

The Round Top Project is currently in the exploration stage and as such RTMD does not require any significant raw materials in order to carry out its primary operating activities. The goal of RTMD is to continue to fund the exploration and development of the Round Top Project to determine whether it is commercially feasible, of which there can be no assurance. The raw materials that the current operations of RTMD rely upon are gasoline and diesel fuel for the exploration vehicles and for the heavy equipment required to build roads and conduct drilling operations. Water is expected to be provided per service contract by Eagle Mountain Gang or through other sources.

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Seasonality

Seasonality in the State of Texas is not a material factor to our operations for our project.

Competition

The mining industry is highly competitive. RTMD competes with numerous companies, some of which have greater financial resources available to them. RTMD may, therefore, be operating at a disadvantage in the course of acquiring mining properties and obtaining materials, supplies, labor, and equipment. Additionally, RTMD is and we are and will continue to be an insignificant participant in the business of exploration and mineral property development. A large number of established and well -financed companies are active in the mining industry and will have an advantage over RTMD and the Company if they are competing for the same properties. Nearly all such entities have greater financial resources, technical expertise and managerial capabilities than ourselves and, consequently, RTMD and the Company will be at a competitive disadvantage in identifying possible mining properties and procuring the same.

China accounts for the vast majority of rare earth element production. While rare earth element projects exist outside of China, very few are in actual production. Further, given the timeline for current exploration projects to come into production, if at all, it is likely that the Chinese will be able to dominate the market for rare earth elements into the future. This gives the Chinese a competitive advantage in controlling the supply of rare earth elements and engaging in competitive price reductions to discourage competition. Any increase in the amount of rare earth elements exported from other nations, and increased competition, may result in price reductions, reduced margins and loss of potential market share, any of which could materially adversely affect our operations. As a result of these factors, RTMD and the Company may not be able to compete effectively against current and future competitors.

Government Approvals

The exploration, drilling and mining industries operate in a legal environment that requires permits to conduct virtually all operations. Thus permits are required by local, state and federal government agencies. Local authorities, usually counties, also have control over mining activity. The various permits address such issues as prospecting, development, production, labor standards, taxes, occupational health and safety, toxic substances, air quality, water use, water discharge, water quality, noise, dust, wildlife impacts, as well as other environmental and socioeconomic issues.

Prior to receiving the necessary permits to explore or mine, the operator must comply with all regulatory requirements imposed by all governmental authorities having jurisdiction over the project area. Very often, in order to obtain the requisite permits, the operator must have its land reclamation, restoration or replacement plans pre -approved . Specifically, the operator must present its plan as to how it intends to restore or replace the affected area. Often all or any of these requirements can cause delays or involve costly studies or alterations of the proposed activity or time frame of operations, in order to mitigate impacts. All of these factors make it more difficult and costly to operate and have a negative and sometimes fatal impact on the viability of the exploration or mining operation. It is possible that future changes in these laws or regulations could have a significant impact on our business as well as RTMD’s business, causing those activities to be economically reevaluated at that time.

Effect of Existing or Probable Government and Environmental Regulations

Mineral exploration, including mining operations are subject to governmental regulation. The Round Top Project’s operations may be affected in varying degrees by government regulation such as restrictions on production, price controls, tax increases, expropriation of property, environmental and pollution controls or changes in conditions under which minerals may be marketed. An excess supply of certain minerals may exist from time to time due to lack of markets, restrictions on exports, and numerous factors beyond our control. These factors include market fluctuations and government regulations relating to prices, taxes, royalties, allowable production and importing and exporting minerals. The effect of these factors cannot be accurately determined. This section is intended as a brief overview of the laws and regulations described herein and is not intended to be a comprehensive treatment of the subject matter.

Overview.     Like all other mining companies doing business in the United States, RTMD is subject to a variety of federal, state and local statutes, rules and regulations designed to protect the quality of the air and water, and threatened or endangered species, in the vicinity of its operations. These include “permitting” or pre -operating approval requirements designed to ensure the environmental integrity of a proposed mining facility, operating requirements

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designed to mitigate the effects of discharges into the environment during exploration, mining operations, and reclamation or post -operation requirements designed to remediate the lands affected by a mining facility once commercial mining operations have ceased.

Federal legislation in the United States and implementing regulations adopted and administered by the Environmental Protection Agency, the Forest Service, the Bureau of Land Management, the Fish and Wildlife Service, the Army Corps of Engineers and other agencies -in particular, legislation such as the federal Clean Water Act, the Clean Air Act, the National Environmental Policy Act, the Endangered Species Act, the National Forest Management Act, the Wilderness Act, and the Comprehensive Environmental Response, Compensation and Liability Act -have a direct bearing on domestic mining operations. These federal initiatives are often administered and enforced through state agencies operating under parallel state statutes and regulations.

The Clean Water Act.      The federal Clean Water Act is the principal federal environmental protection law regulating mining operations in the United States as it pertains to water quality.

At the state level, water quality is regulated by the Environment Department, Water and Waste Management Division under the Water Quality Act (state). If our exploration or any future development activities might affect a ground water aquifer, it will have to apply for a Ground Water Discharge Permit from the Ground Water Quality Bureau in compliance with the Groundwater Regulations. If exploration affects surface water, then compliance with the Surface Water Regulations is required.

The Clean Air Act.      The federal Clean Air Act establishes ambient air quality standards, limits the discharges of new sources and hazardous air pollutants and establishes a federal air quality permitting program for such discharges. Hazardous materials are defined in the federal Clean Air Act and enabling regulations adopted under the federal Clean Air Act to include various metals. The federal Clean Air Act also imposes limitations on the level of particulate matter generated from mining operations.

National Environmental Policy Act (NEPA).      NEPA requires all governmental agencies to consider the impact on the human environment of major federal actions as therein defined.

Endangered Species Act (ESA).      The ESA requires federal agencies to ensure that any action authorized, funded or carried out by such agency is not likely to jeopardize the continued existence of any endangered or threatened species or result in the destruction or adverse modification of their critical habitat. In order to facilitate the conservation of imperiled species, the ESA establishes an interagency consultation process. When a federal agency proposes an action that “may affect” a listed species, it must consult with the United States Fish and Wildlife Service (“ USFWS ”) and must prepare a “biological assessment” of the effects of a major construction activity if the USFWS advises that a threatened species may be present in the area of the activity.

National Forest Management Act.      The National Forest Management Act, as implemented through title 36 of the Code of Federal Regulations, provides a planning framework for lands and resource management of the National Forests. The planning framework seeks to manage the National Forest System resources in a combination that best serves the public interest without impairment of the productivity of the land, consistent with the Multiple Use Sustained Yield Act of 1960.

Wilderness Act.      The Wilderness Act of 1964 created a National Wilderness Preservation System composed of federally owned areas designated by Congress as “wilderness areas” to be preserved for future use and enjoyment.

The Comprehensive Environmental Response, Compensation and Liability Act (CERCLA).      CERCLA imposes clean -up and reclamation responsibilities with respect to discharges into the environment, and establishes significant criminal and civil penalties against those persons who are primarily responsible for such discharges.

The Resource Conservation and Recovery Act (RCRA).      RCRA was designed and implemented to regulate the disposal of solid and hazardous wastes. It restricts solid waste disposal practices and the management, reuse or recovery of solid wastes and imposes substantial additional requirements on the subcategory of solid wastes that are determined to be hazardous. Like the Clean Water Act, RCRA provides for citizens’ suits to enforce the provisions of the law.

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National Historic Preservation Act.      The National Historic Preservation Act was designed and implemented to protect historic and cultural properties. Compliance with the Act is necessary where federal properties or federal actions are undertaken, such as mineral exploration on federal land, which may impact historic or traditional cultural properties, including native or Indian cultural sites.

In the fiscal year ended August 31, 2025, RTMD incurred minimal costs in complying with environmental laws and regulations in relation to its operating activities.

Employees

Including our executive officers, we currently have two full -time employees. We also utilize the services of qualified consultants with geological and mineralogical expertise as well as an individual for accounting services.

Investment Company Act Exclusion

Section 3(c)(9) of the Investment Company Act of 1940, as amended (“ 1940 Act ”), provides that a company “substantially all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests” is not an investment company within the meaning of the 1940 Act. The Company has determined that this exemption applies to it giving consideration to the following four factors:

•          Whether the exempted activity constitutes “substantially all” of the Company’s business.

The Company has owned mineral leases since 2011, substantially all of our business to date has been comprised of owning and developing the mineral leases and, after the May 2021 “farm -down ” of its 100% interest in the mineral leases, substantially all of our business continues to be comprised of owning and holding a certificate of interest and a participation in the mineral leases owned by RTMD. The Company’s mineral assets historically, as well as the value of the certificate of interest at August 31, 2025, have been booked at cost in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”). We have an accumulated deficit of approximately $45.1 million at August 31, 2025 as a result of owning and developing the Round Top Project.

•          Whether the Company owns or trades in the mineral leases.

The Company has owned the mineral leases, which are now owned by RTMD, since 2011 and neither the Company nor RTMD is in the business of dealing or trading in the mineral leases.

•          What qualifies as an eligible asset for purposes of the exception.

The statute specifically references mineral leases and our mineral leases were owned by the Company and are now owned by RTMD. In accordance with Regulation S -K Item 1300 that governs disclosure by registrants engaged in mining operations, the definition of mineral resource is “a concentration or occurrence of material of economic interest in or on the Earth’s crust.” Our rare earth elements and minerals underlying the mineral leases meet that definition, as well as does coal, silver, gold and other material mined for economic value by registrants involved in mining operations. The SEC staff has recognized that an excepted entity can also engage in related business activities such as exploring, developing, and operating the eligible assets.

•          What qualifies as a “certificate of interest or participation in” or an “investment contract relative to” the eligible assets.

The statute allows a company to own a “certificate of interest” or “participation in” the mineral leases. The SEC staff has advised that limited partnership interests and/or similar securities issued by entities that themselves own the leases constitute “certificate of interest or participation in or investment contracts” related to such leases. The Company’s 18.7% membership interest (as of December 31, 2025) in RTMD constitutes a “certificate of interest” and a “participation in” the mineral leases that are owned by RTMD.

The Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an “investment company” under the 1940 Act.

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Properties of TMRC

Executive and Field Offices

Our headquarters are located at 527 21 st Street, #44, Galveston, Texas 77550. Our accounting functions are conducted by personnel in Galveston, Texas and Castle Rock, Colorado, all under the supervision of our chief financial officer.

Overview of the Round Top Project

The Round Top Project is considered an ‘exploration stage property’ under Item 1300 of Regulation S -K , in that the Round Top Project is a property that has no mineral reserves disclosed. Mineral resources that are not mineral reserves have no demonstrated economic viability. The Round Top Project is currently owned by RTMD in which we had an 18.7% membership interest as of December 31, 2025.

Description and Access of RTMD

The Round Top Project is located in Hudspeth County approximately eight miles northwest of the town of Sierra Blanca. The property is reached by truck on a private dirt road that turns north off Interstate 10 access road approximately one mile west of the town of Sierra Blanca. A railroad line is located near the Round Top Project and a spur line stops at a stone quarry within three miles of the Round Top Project.

Round Top Location Map

September 2011 Lease

In September 2011, the Company entered into a new mining lease with the GLO covering Sections 7 and 18 of Township 7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the GLO provided for the right to explore, produce, develop, mine, extract, mill, remove, and market uranium, rare earth elements, all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years from the execution date of the lease so long as minerals are produced in paying quantities. This lease was assigned to Round Top in May 2021.

Under the lease, RTMD is obligated to pay the State of Texas a lease bonus of $142,518; $44,718 of which the Company previously paid upon the execution of the lease, and $97,800 which will be due and payable by RTMD upon the submission of a supplemental plan of operations to conduct mining. Upon the sale of minerals removed from the Round Top Project, RTMD will be required to pay the State of Texas a $500,000 minimum advance royalty.

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Thereafter, RTMD will be required to pay the State of Texas a production royalty equal to 8% of the market value of uranium and other fissionable minerals and 6.25% percent of the market value of all other leased minerals.

If paying quantities have not been obtained, RTMD may pay additional delay rental fees to extend the term of the lease for successive one year periods pursuant to the following schedule:

Per Acre

Amount

Total

Amount

September 2, 2025 – 2029

$

200

$

178,873

In August 2025, RTMD paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $178,873.

November 2011 Lease

In November 2011, the Company entered into a mining lease with the State of Texas covering approximately 90 acres contiguous with and extending the September 2011 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $20,700 which was paid upon the execution of the lease. Upon the sale of minerals removed from the Round Top Project, RTMD will be required to pay the State of Texas a $500,000 minimum advance royalty. Thereafter, RTMD will be required to pay the State of Texas a production royalty equal to 8% of the market value of uranium and other fissionable minerals and 6.25% percent of the market value of all other leased minerals. The term of the lease is nineteen years from the execution date of the lease so long as minerals are produced in paying quantities. This lease was assigned to RTMD in May 2021.

If paying quantities have not been obtained, RTMD may pay additional delay rental fees to extend the term of the lease for successive one year periods pursuant to the following schedule:

Per Acre

Amount

Total

Amount

November 1, 2025 – 2029

$

200

$

18,000

In August 2025, RTMD paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $18,000.

March 2013 Lease

On March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife and Range Foundation (since renamed the Rio Grande Foundation) for $500,000 cash and 1,063,830 TMRC Shares valued at $500,000. The Company also agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation efforts within the Rio Grande Basin. The West Lease comprises approximately 54,990 acres. The purchase of the surface lease provides unrestricted surface access for the potential development and mining of the Round Top Project. The West Lease was assigned to RTMD in May 2021.

October 2014 Surface Option and Water Lease

In October 2014, the Company executed agreements with the GLO securing the option to purchase the surface rights covering the potential Round Top Project mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers approximately 5,670 acres of which 950 acres are authorized for mining and the remaining 4,720 acres are contemplated for future use as mine processing land (e.g., for use to assist in mine development, as leach fields, and/or as plant site). RTMD may exercise the option for all or part of the option acreage at any time during the sixteen year primary term of the mineral lease. The option can be kept current by an annual payment of $10,000. The purchase price will be the appraised value of the surface at the time of exercising the option.

The ground water lease secures the right to develop the ground water within an 8,828 acre lease area located approximately 4 miles from the Round Top deposit. This lease has an annual minimum production payment of $5,000 prior to production of water for the operation. After initiation of production, RTMD will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater. This lease remains effective as long as the mineral lease is in effect.

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This option and groundwater lease were assigned to RTMD in May 2021.

March 2021 Purchased the South ½ of Section 45, Block 71, Township 6, T&P RR Survey

This ½ section comprising 320 acres more or less is owned by RTMD. This tract is contiguous with the Surface Option area and was assigned to RTMD in May 2021.

May 2021 Easements

On May 7, 2021, the Company purchased a road, water line and power line easement extending slightly over a mile from the western boundary of the Water lease to the southeastern corner of the Section 45 tract. This easement completes the arrangements for the main access road from State Highway 111, across the Water Lease and into the Surface Option area, and was assigned to RTMD in May 2021.

Geology of Round Top

The Round Top Project area lies within the Texas Lineament Zone and Trans -Pecos Trend. The lineament is a northwest trending structural zone where Laramide thrust faulting followed by basin and range normal faulting were active. Tertiary igneous activity is also associated with the lineament zone, both intrusive and extrusive.

Locally the project area is characterized by five Tertiary rhyolite bodies that intruded Cretaceous sedimentary rocks. The rhyolites occur as laccoliths, mushroom -shaped bodies emplaced at relatively shallow depths. At the current erosional levels, laccoliths form resistant peaks with relief up to 2,000 feet. The rhyolites are enriched with various minerals which may or may not be economical to recover. The rare earth elements are located within the intrusive rhyolite body.

Sedimentary rocks exposed in the area are middle to upper Cretaceous limestone shales and sandstones. The limestone, where it is in contact with the microgranites, is the host for fluorspar mineralization.

Initial exploration took place in the mid -1980 ’s. During the course of this exploration, approximately 200 drill holes were drilled, targeting potential beryllium mineralization which penetrated varying thicknesses of the rhyolite volcanic rock that makes up the mass of Round Top Mountain.

The Texas Bureau of Economic Geology, working with the project geologists, conducted an investigation of the rhyolite to better understand its rare metal content. The study identified beryllium mineralization and rare earth mineralization in the rhyolite. They analyzed a series of samples from outcrop and drill holes and studied the geochemistry and mineralogy of the rhyolite. The results of their research were published in the GSA, Geological Society of America, Special Paper 246, 1990.

Carlisle Mine

In December 2024, Dan Gorski, our chief executive officer and a director, assigned all of his ownership interest in the Carlisle mine and related real estate to a wholly -owned subsidiary of the Company in consideration for a $75,000 promissory note, without interest, due and payable by the Company in December 2025, secured by the property conveyed. Mr. Gorski acquired this property for $75,000 in 2022. The Carlisle mine and related real estate consist of the following:

•          Carlisle Millsite, patent No. 280, described as Section   12, township 17S, range 21W, comprising 5.00 acres, more or less;

•          Homestead Lode, patent No. 283, described as Section   12, township 17S, range 21W, comprising 17.91 acres, more or less;

•          Columbia Lode, patent No. 284, Described as Section   12, township 17S, range 21W, comprising 19.46 acres, more or less; and

•          Carlisle Lode, patent No. 279, described as Section   01, township 17S, range 21W, comprising 20.660 acres, more or less.

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TMRC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this section, references to “Texas Mineral”, “the Company,” “we,” “our,” “us” or “TMRC” mean Texas Mineral Resources Corp. and its predecessors, as the context requires.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this proxy statement / prospectus. This discussion and analysis contains forward -looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward -Looking Statements.” Our actual results may differ materially from those anticipated in these forward -looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this proxy statement / prospectus.

Overview

We are engaged in the business of owning, acquiring, exploring and developing mineral properties. We own an approximately 18.7% membership interest (as of December 31, 2025) in RTMD, which entity holds two mineral property leases with the GLO to explore and develop a 950 -acre rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases expire in 2030 with provisions for automatic renewal if RTMD is producing in paying quantities (the receipt from the sale of materials exceeds all costs and expenses associated therewith for the prior 12 months). The business strategy of RTMD is to develop a metallurgical process to concentrate or otherwise extract the metals from the Round Top Project’s rhyolite, conduct additional engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round Top Project. There can be no assurance that RTMD will be successful in this endeavor. The Round Top Project has not established as of the date hereof that any of the properties contain any probable mineral reserves or proven mineral reserves under Item 1300 of Regulation S -K nor can there be any assurance that this will occur.

Rare earth elements are a group of chemically similar elements that usually are found together in nature — they are referred to as the “lanthanide series.” These individual elements have a variety of characteristics that are critical in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without these elements, multiple high -tech technologies would not be possible. These technologies include:

•          cell phones;

•          computer and television screens;

•          battery operated vehicles;

•          clean energy technologies, such as hybrid and electric vehicles and wind power turbines;

•          fiber optics, lasers and hard disk drives;

•          numerous defense applications, such as guidance and control systems and global positioning systems; and

•          advanced water treatment technology for use in industrial, military and outdoor recreation applications.

Because of these applications, global demand for REE is projected to increase due to continuing growth in existing applications and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue to fund our participation interest in the Round Top Project may be impacted by future prices for REEs.

Operations Update

USAR OpCo, the operating manager of the Round Top Project, continues to progress the Round Top Project toward operations. To date, USAR OpCo has successfully separated all heavy rare -earth elements from light rare -earth elements and is now beginning our work on individual separations including dysprosium and terbium, as well as critical minerals, such as hafnium and zirconium, from the Round Top Project ore.

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History of the Round Top Project

In May 2021, we contributed our assets in the Round Top Project to RTMD in exchange for our original 20% membership interest in RTMD. Between September 1, 2024 through August 31, 2025, we elected not to contribute an aggregate of $631,042 to fund our cash calls, and our membership interest in RTMD was diluted from 20% to 18.779%. Our membership interest in RTMD was approximately 18.715% as of the date of this proxy statement/prospectus.

As a part of our ongoing operations, we will occasionally investigate new mining opportunities. We may also incur expenses associated with our investigations. These costs are expensed as incurred until such time when we have agreements in place to purchase such mining rights.

Investment Company Act Exclusion

Section 3(c)(9) of the 1940 Act provides that a company “substantially all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests” is not an investment company within the meaning of the 1940 Act. The Company has determined that this exemption applies to it giving consideration to the following four factors:

•          the exempted activity (ownership of our certificate of interest in the underlying mineral leases) constitutes “substantially all” of our business;

•          we own, and do not trade, in the certificate of interest in the mineral leases or the underlying mineral leases;

•          mineral leases qualify as an eligible asset for purposes of the exception; and

•          a membership interest in a limited liability company constitutes a “certificate of interest or participation in” or an “investment contract relative to” the eligible assets.

The Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an “investment company” under the 1940 Act.

Our financial statements have been prepared assuming that the Company will continue as a going concern.

Our financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit from inception through February 28, 2026, of approximately $46,157,000 and has yet to achieve profitable operations, and projects further losses in the development of its business. At February 28, 2026, the Company had a working capital surplus of approximately $3,738,000; however the Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The Company doesn’t expect to generate revenue from operations in the near future.

The Company does not have sufficient capital to fund its portion of the Round Top cash calls expected during the fiscal year ending August 31, 2026 or thereafter. The Company has sufficient cash to fund expected general and administrative expenses and related costs (including costs related to the Merger Agreement and Transaction) through August 31, 2026. During the six months ended February 28, 2026, we did not fund our $1,260,311 portion of the $6,748,702 total cash call by Round Top, and elected to incur dilution to our Round Top membership interest which was reduced to 18.505% at February 28, 2026. Subsequent to February 28, 2026, pursuant to the March 2026 cash call of $1,834,579 (our portion of the cash call was $339,104), we did not fund our portion, and we elected to incur dilution to our Round Top membership interest which was reduced to 18.422% at March 31, 2026. We have been informed by Round Top that the total remaining estimated budget for the 2026 calendar year is approximately $10,520,000, to be funded pro -rata by the Company and USAR. The failure of the Company to make required cash calls to Round Top during the remainder of the 2026 calendar year will result in further dilution to our current 18.422% ownership interest. We currently expect to incur continued dilution to our membership interest in Round Top rather than to fund our cash call obligations during the remainder of the 2026 calendar year. There can be no assurance that the Company will be able to raise the necessary capital to fund its cash calls (if it determines not to continue to incur dilution). We have no firm commitments for equity or debt financing and any financing that may be obtained will be on a best efforts basis. Based on these factors, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of these financial statements. The failure to obtain sufficient financing may cause us to curtail, cease or discontinue operations.

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Liquidity and Capital Resources

Recent Convertible Debt Financing

In February 2025, pursuant to the closing of the $1,098,000 of debt financing, the Company issued unsecured promissory notes in the principal amount of $1,098,000 and, as additional consideration for effecting the loans, the Company issued warrants to purchase an aggregate of up to 10,980,000 shares of common stock.

On August 9, 2025, the notes in an aggregate principal amount of $1,098,000 were converted by the holders into an aggregate of 3,660,000 shares of common stock pursuant to the terms of the fixed conversion rate in the notes. As a result of the conversion of the notes in the aggregate principal amount of $1,098,000 into an aggregate of 3,660,000 shares of common stock, these notes were extinguished in full.

During the six months ended February 28, 2026, (i) holders exercised warrants to purchase 2,100,000 shares of the Company’s common stock at an exercise price of $0.30 per share (resulting in the Company receiving aggregate cash consideration of $630,000) and (ii) holders of warrants to purchase 8,880,000 shares of common stock exercised these warrants on a cashless, net issuance exercise basis and were issued 6,187,472 shares of common stock. No warrants issued in connection with the February 2025 transaction remain outstanding.

Transfer of USAR Common Stock by Mr. Gorski to the Company and Subsequent Sale by the Company of the USAR Common Stock

On January 12, 2026, Mr. Gorski (chief executive officer and director of the Company) assigned to the Company 157,686 shares of USAR common stock that were previously issued by USAR to Mr. Gorski, originally as an award of incentive units granted by USAR to Mr. Gorski in May 2020 and subsequently such award of incentive units automatically converted into USAR common stock in connection with the closing of the USAR business combination in March 2025 (“Business Combination”), for his personal services rendered with respect to advancing the Round Top project. These shares of USAR common stock, when issued to Mr. Gorski as an award of incentive units in May 2020, had nominal value. As the result of USAR completing its Business Combination, its shares of common stock commenced trading on The Nasdaq Stock Market LLC and, as such, the market value of the USAR shares transferred to the Company by Mr. Gorski, based on the closing price on the date the shares were actually received by the Company, was approximately $3,480,000 and was recorded as additional paid -in capital. At February 28, 2026, the shares were marked to market and had a value of approximately $2,980,000 with an unrealized loss of approximately $500,000 recognized as an other (expense) in the consolidated statements of operations. On March 10, 2026, the Company sold these 157,686 shares of USAR common stock for total net proceeds of $2,999,000.

Liquidity

At February 28, 2026, our accumulated deficit was approximately $46,157,000 and our cash position was approximately $790,000. We had a working capital surplus of approximately $3,738,000. Round Top has not commenced commercial production on the Round Top Project. We have no revenues from operations and anticipate we will have no operating revenues until production from the Round Top Project, if any, of which there can be no assurance. This property is in the exploration stage.

During the six months ending February 28, 2026, we did not fund our cash call obligations pursuant to the Operating Agreement. In lieu of funding our $1,260,311 portion of the $6,748,702 total cash call by Round Top during the six months ended February 28, 2026, we incurred dilution in our membership interest, reducing our membership interest from 18.779% at August 31, 2025 to 18.505% at February 28, 2026. In March 2026, in lieu of funding our $339,104 portion of the April 2026 $1,834,579 total cash call by Round Top, we incurred dilution in our membership interest, reducing our membership interest from 18.505% to 18.422% at March 31, 2026. We have been informed by Round Top that the total remaining estimated budget for the 2026 calendar year is approximately $10,520,000, to be funded pro -rata by the Company and USAR. The Company likely will decide to incur dilution to its then current membership interest in lieu of funding in cash its Round Top budget obligations during the 2026 calendar year, as it currently does not have sufficient capital to fund any cash calls; consequently our ownership interest in the Round Top Project will likely be further diluted during the 2026 calendar year. We will be required to raise additional capital to fund future cash calls from Round Top (unless we elect in lieu of making cash contributions to continue diluting our membership interest percentage, which dilution could be significant, and there can be no assurance that we will be able

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to raise the necessary capital to fund future Round Top cash calls. We estimate that our current cash position is only sufficient to fund estimated general and administrative expenses (including costs related to the Merger Agreement and Transaction) through August 2026.

While we do not have sufficient cash on hand to fund any portion of the Round Top budget during our current fiscal year and through the end of the 2026 calendar year, we do estimate that we have sufficient capital to fund our estimated general and administrative expenses (including costs related to the Merger Agreement and Transaction) through August 31, 2026. Therefore, we will need to raise additional capital to fund our portion of the Round Top budget if we elect not to dilute our Round Top membership interest. If we elect to dilute our Round Top membership interest (through choice or as a result of the failure to raise capital), such event will result in the dilution to our Round Top membership interest. If we are not able to raise capital to fund our estimated general and administrative expenses past our current fiscal year, we will likely need to curtail operations. The most likely source of future financing presently available to us is through the sale of our securities. Any sale of our shares of common stock will result in dilution of equity ownership to existing stockholders. This means that if we sell shares of common stock, more shares will be outstanding and each existing stockholder will own a smaller percentage of the shares then outstanding. Moreover, the actual or perceived sale of additional shares of our common stock to raise capital could depress the price of our common stock which could adversely impact our ability to raise capital, result in more dilution to be incurred by existing stockholders, and also negatively impact the dilution calculation with respect to our Round Top membership interest. Alternatively, we may rely on debt financing and assume debt obligations that require us to make substantial interest and capital payments. Also, we may issue or grant warrants or options in the future pursuant to which additional shares of common stock may be issued. Exercise of such warrants or options will result in dilution of equity ownership to our existing stockholders. We have no firm commitment with respect to obtaining debt or equity financing and, accordingly, we will be reliant upon a best efforts financing strategy. Accordingly, there is no assurance that we will be able to raise necessary capital, if any, to (i) fund our portion of the Round Top budget during the fiscal year ending August 31, 2026 and through the end of the 2026 calendar year (in the event we decide not to incur dilution to our membership interest) and (ii) fund general and administrative expenses past our current fiscal year, the failure of which would likely cause us to curtail, discontinue or cease our operations.

Results of Operations

Fiscal Years ended August 31, 2025 and 2024

Revenue

During the fiscal year ended August 31, 2025 and 2024, we had no revenues. For the fiscal year ended August 31, 2025, our net loss was approximately $1,933,000. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $45,110,000 as of August 31, 2025.

Operating expenses and resulting losses from operations .

We incurred exploration costs for the fiscal years ended August 31, 2025 and 2024, in the amount of approximately $337,000 and $76,000, respectively. Expenditures during fiscal year 2025 and 2024 were primarily used to fund project contractors for our potential New Mexico mining exploration. Currently most of the expenditures associated with the USAR OpCo joint venture are funded by our joint venture partner, USAR OpCo.

Our general and administrative expenses for the fiscal year ended August 31, 2025 were approximately $872,000 of which approximately $261,000 were stock compensation for services. The remaining expenditures were primarily for payroll, professional fees and other general and administrative expenses necessary for our operations.

Our general and administrative expenses for the fiscal year ended August 31, 2024 were approximately $877,000 of which approximately $245,000 were stock compensation for services. The remaining expenditures were primarily for payroll, professional fees and other general and administrative expenses necessary for our operations.

We had losses from operations for the fiscal years ended August 31, 2025 and 2024 totaling approximately $1,209,000 and $954,000, respectively. We had a net loss for the fiscal year ended August 31, 2025 and 2024 totaling approximately $1,933,000 and $833,000, respectively. We earned interest from our cash balances of approximately $21,000 and $36,000 for the years ended August 31, 2025 and 2024, respectively. Other income in fiscal 2024 also

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included $85,000 as a reimbursement for expenses incurred in a prior fiscal year. Interest expense in fiscal 2025 included approximately $746,000 to accrete debt discount to interest expense associated with the value assigned to the detachable warrants.

Six months ended February 28, 2026 and February 28, 2025

General and Revenue

We had no operating revenues during the six months ended February 28, 2026 and February 29, 2025. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $46,157,000 as of February 28, 2026.

Operating expenses, other income (expenses) and resulting losses from Operations.

We incurred exploration costs for the six months ended February 28, 2026 and February 28, 2025, in the amount of approximately $20,000 and $26,000, respectively. The expenditures for the six months ended February 28, 2026 and February 28, 2025 were primarily for exploration costs for the Black Hawk project in New Mexico. During the six months ended February 28, 2026 and February 28, 2025, any exploration expenditures for mining activities at Round Top were funded by RTMD. We account for our interest in RTMD under the proportional consolidation method. Under the proportional consolidation method, we record our share of expenses of RTMD within the income statement in the same line items that we would if we were to consolidate our financial statements with RTMD.

Our general and administrative expenses for the six months ended February 28, 2026 and February 28, 2025, respectively, were approximately $543,000 and $411,000. For the six months ended February 28, 2026 and February 28, 2025, this amount included approximately $168,000 and $104,000, respectively, in stock -based compensation to directors and Common Stock. The remaining expenditures were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations.

For the six months ended February 28, 2026 and February 28, 2025, we earned approximately $15,000 and $6,000, respectively, in interest income from depository accounts. Other expense for the six months ended February 28, 2026 includes approximately $500,000 as a change in value of our USAR common stock.

For the six months ended February 28, 2025, we recognized approximately $39,000 in interest expense related to accretion of debt discount recognized on our convertible notes.

We had losses from operations for the six months ended February 28, 2026 and February 28, 2025 totaling approximately $562,000 and $437,000, respectively.

We had net losses for the six months ended February 28, 2026 and February 28, 2025 totaling approximately $1,047,000 and $471,000, respectively.

Three months ended February 28, 2026 and 2025

General and Revenue

We had no operating revenues during the three months ended February 28, 2026 and February 28, 2025. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $46,157,000 as of February 28, 2026.

Operating expenses, other income (expenses) and resulting losses from Operations.

We incurred exploration costs for the three months ended February 28, 2026 and February 28, 2025 in the amount of approximately $15,000 and $4,000, respectively. The expenditures for the three months ended February 28, 2026 and February 28, 2025 were primarily for exploration costs for the Black Hawk project in New Mexico. During the three months ended February 28, 2026 and February 28, 2025, any exploration expenditures for mining activities at Round Top were funded by RTMD. We account for our interest in RTMD under the proportional consolidation method. Under the proportional consolidation method, we record our share of expenses of RTMD within the income statement in the same line items that we would if we were to consolidate our financial statements with RTMD.

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Our general and administrative expenses for the three months ended February 28, 2026 and February 28, 2025 were approximately $296,000 and $200,000, respectively. For the three months ended February 28, 2026 and February 28, 2025, this amount included approximately $81,000 and $51,000, respectively, in stock -based compensation to directors. The remaining expenditures were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations.

For the three months ended February 28, 2026 and February 28, 2025, we earned approximately $9,000 and $2,000, respectively, in interest income from depository accounts. Other expense for the three months ended February 28, 2026 includes approximately $500,000 as a change in value of our USAR common stock.

For the three months ended February 28, 2025, we recognized approximately $39,000 in interest expense related to accretion of debt discount recognized on our convertible notes.

We had losses from operations for the three months ended February 28, 2026 and February 28, 2025 totaling approximately $311,000 and $204,000, respectively.

We had net losses for the three months ended February 28, 2026 and February 28, 2025 totaling approximately $801,000 and $242,000, respectively.

Off-Balance Sheet Arrangements

None

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position, or cash flow.

Critical Accounting Estimates

Management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF USAR

The following table sets forth information regarding the beneficial ownership of the USAR Shares and USAR Series A Preferred Stock as of June 9, 2026 for:

•          each person who was named as USAR’s executive officer or director, and all of USAR’s executive officers and directors as a group; and

•          each person who is a beneficial owner of more than 5% of a class of USAR’s equity securities.

The information below is based on an aggregate of 244,658,413 USAR Shares, and 1,224,351 shares of USAR Series A Preferred Stock issued and outstanding as of June 9, 2026. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including preferred stock and warrants that are convertible or currently exercisable or convertible or exercisable within 60 days. In the table below, shares issuable upon the conversion of shares of USAR Series A Preferred Stock and the exercise of USAR Preferred Investor Warrants that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by the person holding such USAR Series A Preferred Stock and/or USAR Preferred Investor Warrants for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. USAR Shares issuable upon conversion of USAR Series A Preferred Stock take into account accrued and unpaid payment -in -kind dividends as of June 9, 2026 and the current conversion price of $7.00. USAR Shares issuable upon exercise of USAR Preferred Investor Warrants are based on the current exercise price of $7.00.

Percentage of total voting power in the table below reflects the voting power of the named persons with respect to all outstanding shares of USAR Common Stock and USAR Series A Preferred Stock as a single class. As of June 9, 2026, the holders of USAR Common Stock are entitled to one vote per share and each holder of USAR Series A Preferred Stock is entitled to a number of votes equal to the number of shares of USAR Series A Preferred Stock held by such holder as of June 9, 2026 multiplied by 1.9437 and rounded up to the nearest whole share.

Directors and Executive Officers (1)

Number of

USAR

Shares

%

Number of

shares of

Series A

Preferred

Stock

%

Total

Voting

%

Michael Blitzer (2)

1,687,152

*

411,018

33.6

%

*

Barbara Humpton

—

—

—

—

—

Thomas Caulfield (3)

55,455

*

—

—

*

David Kronenfeld ( 4 )

122,804

*

—

—

*

Otto Schwethelm ( 5 )

30,483

*

—

—

*

Michael Senft ( 6 )

30,483

*

—

—

*

Carolyn Trabuco ( 7 )

18,783

*

—

—

*

William Robert Steele Jr. ( 8 )

42,002

*

—

—

*

All officers and directors as a group (8 individuals)

1,864,358

*

411,018

33.6

%

*

Five Percent Holders

Alyeska Master Fund, L.P. ( 9 )

13,191,881

5.4

%

—

—

5.4

%

Blackrock, Inc. ( 10 )

12,850,199

5.3

%

—

—

5.2

%

The Critical Minerals Trust (11)

15,580,745

6.4

%

—

—

6.3

%

Inflection Point Fund I, LP ( 12 )

1,242,610

*

343,137

28.0

%

*

Bowon M&P Co., Ltd. ( 13 )

2,153,877

*

367,000

30.0

%

*

Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B ( 14 )

404,874

*

103,196

8.4

%

*

____________

*          Less than one percent

(1)        Unless otherwise noted, the business address of each person is 100 W Airport Road, Stillwater, Oklahoma 74075, c/o USAR.

(2)        Consists of (i) 872,500 shares of USAR Common Stock held by the Michael Blitzer 2012 Revocable Living Trust, (ii) 411,018 shares of USAR Series A Preferred Stock held by the Michael Blitzer 2012 Revocable Living Trust and (iii) 814,652 issuable upon conversion of 411,018 shares of USAR Series A Preferred Stock held by the Michael Blitzer 2012 Revocable Living Trust. Mr. Blitzer is the grantor and trustee of the Michael Blitzer 2012 Revocable Living Trust and holds voting and investment discretion with respect to the securities held of record by the Michael Blitzer 2012 Revocable Living Trust. Mr. Blitzer disclaims any beneficial ownership of the securities held by the Michael Blitzer 2012 Revocable Living Trust, other than to the extent of any pecuniary interest he may have therein.

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(3)        Consists of 55,455 USAR Shares owned by the Thomas Caulfield Revocable Trust.

(4)        Consists of 122,804 USAR Shares. Mr. Kronenfeld is included in the table because he was a named executive officer of USAR for the fiscal year ended December 31, 2025, and is therefore a “named executive officer” for purposes of Item 403(b) of Regulation S -K . Mr. Kronenfeld ceased serving as an executive officer of USAR on March 9, 2026, and is not a current executive officer or director of USAR. Mr. Kronenfeld’s shares are not included in the totals shown for all directors and executive officers as a group, which consist of current directors and executive officers.

(5)        Consists of 30,483 USAR Shares owned.

(6)        Consists of 30,483 USAR Shares owned.

(7)        Consists of 18,783 USAR Shares owned.

(8)        Consists of 42,002 USAR Shares owned.

(9)        Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“ Alyeska ”), has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1 -1104 , Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601.

(10)      Based on information supplied by BlackRock, Inc. (“ BlackRock ”) in a Schedule 13G filed with the SEC on April 27, 2026. According to the Schedule 13G, BlackRock has sole power to dispose or to direct the disposition of 12,850,199 USAR Shares and BlackRock has sole power to vote or direct the vote of 12,625,734 USAR Shares as of March 31, 2026. The address for Blackrock is 50 Hudson Yards, New York, NY 10001.

(11)      Consists of 15,580,745 USAR Shares held of record by The Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick is the sole beneficial owner of such shares.

(12)      Consists of (i) 562,500 USAR Shares held by (“ Inflection Point Fund ”), (ii) 343,137 shares of USAR Series A Preferred Stock held by Inflection Point Fund, and (680,110) USAR Shares issuable upon conversion of 343,137 shares of USAR Series A Preferred Stock held by Inflection Point Fund. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund. Voting and dispositive power over securities beneficially owned by Inflection Point Fund are vested in an investment committee of three members, including Michael Blitzer, Chairman of the USAR Board, Kevin Shannon, an advisor to USAR’s Board, and a third individual who does not have, and has not had during the past three years, any relationship with USAR or any of its predecessors or affiliates. Under the so -called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity’s securities. The business address of Inflection Point Fund is 1680 Michigan Ave, Suite 700 #1016, Miami Beach, FL 33139.

(13)      Consists of (i) 367,000 shares of USAR Series A Preferred Stock held by Bowon M&P Co., Ltd. (“ Bowon ”), (ii) 727,406 USAR Shares issuable upon conversion of 367,000 shares of USAR Series A Preferred Stock held by Bowon, and (iii) 1,426,471 USAR Shares issuable upon exercise of a Preferred Investor Warrant held by Bowon. The address for Bowon is Nabul -Li 133, Samho -Eup , Youngam -Gun , Jeonnam, South Korea. USAR was informed by Bowon that the beneficial owner of the shares held of record by Bowon is Mr. Kwangshik Ma.

(16)      Consists of (i) 103,196 shares of USAR Series A Preferred Stock, (ii) 204,538 USAR Shares issuable upon conversion of 103,196 shares of USAR Series A Preferred Stock at the initial exercise price and excluding any accrued and unpaid payment -in -kind dividends and (iii) 200,336 USAR Shares issuable upon exercise of a Preferred Investor Warrant. Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC — Segregated Master Portfolio B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC — Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, as the managing member of Ayrton Capital LLC, the investment manager of Alto Opportunity Master Fund, SPC — Segregated Master Portfolio B, may be deemed to share beneficial ownership of the reported securities. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these securities. The business address for Alto Opportunity Master Fund, Ayrton Capital LLC and Mr. Khatri is c/o Ayrton Capital, 55 Post Road West, 2 nd Floor Westport, Connecticut 06880.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF TMRC

The following table sets forth information as of June 8, 2026, regarding the ownership of TMRC Shares by: (i) each Named Executive Officer, each director and all of TMRC’s directors and executive officers as a group; and (ii) each person who is known by us to own more than 5% of TMRC’s shares of common stock. The number of shares beneficially owned and the percentage of shares beneficially owned are based on 88,339,693 shares of common stock outstanding as of June 8, 2026. “Named Executive Officer” means: (a) each principal executive officer, (b) the two most highly compensated executive officers other than the principal executive officer, at the end of the most recently completed financial year; and (c) up to two additional individuals who would be an Named Executive Officer under paragraph (b) but for the fact that the individual was not serving as an executive officer of TMRC at the end of that financial year. There are only two Named Executive Officers, each of which is listed below. TMRC only has two employees, being our Named Executive Officers.

Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission. Except as indicated in the footnotes to this table, and as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.

Name and Address of Beneficial Owner

Number of

Shares of

Common Stock

Beneficially

Owned

Percent of

Class

Beneficially

Owned

Daniel E. Gorski

7,213,090

8.2

%

Anthony Marchese

7,195,532

​ (1)

8.2

%

Cecil Wall

1,743,780

​ (2)

2.0

%

Wm Chris Mathers

448,454

*

Jonathan Beigle

60,767

*

Donald E. Hulse

176,585

*

Deepak Malhotra

244,796

*

All directors and executive officers as a group (7 persons)

17,083,004

19.3

%

Navajo Transitional Energy Company

9,361,883

​ (3)

10.6

%

LaVern K Lund

9,537,968

​ (3)

10.8

%

Peter Jr. Denetclaw

9,525,172

​ (3)

10.8

%

____________

*          Less than 1%.

(1)        Consists of (i) 5,171,492 TMRC Shares owned individually, (ii) 2,024,040 TMRC Shares registered in the name of the Insiders Trend Fund, LP., an entity in which Mr. Marchese serves as general partner and chief investment officer.

(2)        Consists of 47,112 TMRC Shares owned directly by Mr. Wall and 1,696,668 TMRC Shares in the name of various trusts or entities controlled by Mr. Wall.

(3)        Based solely on the Schedule 13/A filed on December 2, 2025 jointly by Navajo Transitional Energy Company (“NTEC”), LaVern K Lund, and Peter Jr. Denetclaw. NTEC may be deemed to be the beneficial owner of 9,361,883 TMRC Shares, Mr. Lund may be deemed to be the beneficial owner of 9,537,968 TMRC Shares, and Mr. Denetclaw may be deemed to be the beneficial owner of 9,525,172 TMRC Shares. The principal business address of NTEC, LaVern K Lund, and Peter Jr. Denetclaw is 527 21 st Street, #44, Galveston, TEXAS, 77550.

It is believed by TMRC that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table and the footnotes thereto. Under the rules of the SEC, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security.

Holders

The approximate number of holders of record of TMRC’s Common Stock as of June 2, 2026 was 538.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

The USAR Shares are listed on the Nasdaq Stock Market LLC under the symbol “USAR,” and the TMRC Shares are quoted on OTCQB under the symbol “TMRC.” The following table sets forth the closing sale prices per USAR Share and TMRC Share on (i) March 4, 2026, the last full trading day prior to the public announcement of the execution of the Merger Agreement, (ii) June 2, 2026, the Record Date, and (iii) June 18, 2026, the last practicable trading date prior to the date of this proxy statement/prospectus. The table also shows, for each date, the assumed exchange ratio and the implied value of the consideration per TMRC Share, in each case calculated for illustrative purposes only. The assumed exchange ratio for each date below reflects the quotient of 3,823,328 USAR Shares being issued as Merger Consideration divided by the aggregate number of TMRC Shares outstanding on a fully diluted basis on the given date. The quotations the TMRC Common Stock reflect inter -dealer prices without retail mark -up , mark -down or commission and may not necessarily represent actual transactions.

Date

USAR

Common Stock

Closing Price

TMRC

Common Stock

Closing Price

Assumed

Exchange

Ratio

Implied Value of

Per Share Stock

Consideration

March 4, 2026

$

18.91

$

0.86

0.043340473

$

0.8196568

June 2, 2026 (the Record Date)

$

30.70

$

1.17

0.043279843

$

1.3286912

June 18, 2026

$

24.64

$

0.89

0.043279843

$

1.066415

Dividends

Neither USAR nor TMRC has ever paid a cash dividend on its common stock. The Merger Agreement limits the ability of TMRC to declare or pay dividends prior to completion of the Mergers, without the consent of USAR.

The USAR Series A Preferred Stock accrues dividends daily at the rate of 12% per annum of the stated value (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the stated value (if paid in cash), plus the amount of previously accrued dividends. Such dividends compound semi -annually .

The declaration, amount, and payment of any future dividends on USAR Shares is at the sole discretion of USAR’s Board, and we may reduce or discontinue entirely the payment of such dividends at any time. USAR’s Board may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as USAR’s Board may deem relevant.

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DESCRIPTION OF CAPITAL STOCK OF USAR

The following summary of the material terms of the capital stock of USAR is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the USAR Charter, the Series A Preferred Stock Certificate of Designation, as amended, the USAR Bylaws, and the forms of USAR Preferred Investor Warrant, described herein, and certain provisions of Delaware law. We urge you to read each of those documents in their entirety for a complete description of the rights and preferences of our securities.

General

USAR’s Charter authorizes the issuance of 800,000,000 shares, consisting of:

•          750,000,000 USAR Shares, par value $0.0001 per share; and

•          50,000,000 shares of preferred stock, par value $0.0001 per share.

Except as otherwise required by the USAR Charter, including the Series A Preferred Stock Certificate of Designation, as amended, and any other certificates of designation that USAR may file in the future, the holders of USAR Shares shall vote together as a single class (or, if any holders of shares of preferred stock are entitled to vote together with the holders of USAR Shares, as the USAR Series A Preferred Stock is entitled to do, as a single class with such holders of preferred stock) on all matters submitted to a vote of our stockholders.

Common Stock

Voting rights.      Each holder of record of USAR Shares, as such, shall have one vote for each USAR Share that is outstanding and held of record or by proxy on all matters on which stockholders are entitled to vote generally. The holders of USAR Shares do not have cumulative voting rights.

Dividend rights.      Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock or any other class or series of stock, in each case having a preference over or the right to participate with the USAR Shares with respect to the payment of dividends and other distributions in cash, property or shares of USAR stock, dividends and other distributions may be declared and paid ratably on USAR Shares out of USAR’s assets that are legally available for this purpose at such times and in such amounts as the USAR Board, in its discretion, shall determine.

The payment of future dividends on the USAR Shares will depend on USAR’s financial condition, and is subject to the discretion of the USAR Board. There can be no guarantee that cash dividends will be declared. USAR’s ability to declare dividends may be limited by the terms and conditions of other financing and other agreements entered into by USAR or any of its subsidiaries from time to time.

Rights upon liquidation.      In the event of dissolution, liquidation or winding up of USAR, after payment or provision for payment of the debts and other liabilities of USAR and subject to the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference over or the right to participate with the USAR Shares with respect to the distribution of assets of USAR upon such dissolution, liquidation or winding up of USAR, the holders of USAR Shares shall be entitled to receive the remaining assets of USAR available for distribution to its stockholders ratably in proportion to the number of shares held by them.

Other rights.      The holders of USAR Shares have no pre -emptive  or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the USAR Shares. The rights, preferences and privileges of holders of the USAR Shares are, and will be, subject to those of the holders of any shares of preferred stock that USAR has issued and that USAR may issue in the future.

Preferred Stock

1,224,351 shares of preferred stock, all of which are designated as USAR Series A Preferred Stock, are issued and outstanding as of June 9, 2026. The USAR Charter authorizes the USAR Board to establish one or more series of preferred stock. Unless required by law or any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by the holders of USAR Shares. 15,000,000 shares of preferred stock were initially designated as USAR Series A Preferred Stock. Each share of USAR Series A Preferred Stock has a stated value of $12.00.

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The USAR Board has the discretion to determine the powers, preferences and relative, participating, optional and other special rights, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of USAR without further action by the stockholders. Additionally, the issuance of preferred stock may adversely affect the holders of the USAR Shares by restricting dividends on the USAR Shares, diluting the voting power of the USAR Shares or subordinating the liquidation rights of the USAR Shares. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of the USAR Shares.

The USAR Board adopted the Series A Preferred Stock Certificate of Designation creating the USAR Series A Preferred Stock.

Dividends:      The USAR Series A Preferred Stock accrues dividends daily at the rate of 12% per annum of the stated value (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the stated value (if paid in cash), plus the amount of previously accrued dividends. Such dividends compound semi -annually .

Liquidation Preference:      Upon any liquidation or deemed liquidation event, the holders of USAR Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of USAR Shares or any other junior securities, an amount per share equal to the greater of (i) 100% of the Accrued Value (as defined in the Series A Preferred Stock Certificate of Designation) or (ii) such amount per share as would have been payable had all shares of USAR Series A Preferred Stock been converted into USAR Shares immediately prior to the liquidation event. Thereafter, the holders of USAR Series A Preferred Stock will be entitled to receive their pro -rata  share, of the remaining available proceeds available for distribution to stockholders, on an as -converted  to USAR Shares basis.

Voting:      The USAR Series A Preferred Stock will (i) vote together with the USAR Shares as a single class, except as required by law and (ii) as noted below under “ Protective Provisions ”. Each holder of USAR Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole USAR Shares into which the shares of USAR Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.

Protective Provisions:      While at least 20% of the shares of USAR Series A Preferred Stock issued as of the closing of USAR’s business combination with Inflection Point Acquisition Corp. II on March 13, 2025 (the “ Business Combination Closing ”) were held by Inflection Point Asset Management LLC, and certain other holders of USAR Series A Preferred Stock and their respective affiliates, USAR was not permitted to, without the affirmative vote or action by written consent of holders of at least a majority of the issued and outstanding shares of USAR Series A Preferred Stock (the “ Requisite Holders ”), take certain enumerated actions. Because that ownership threshold is no longer met, the protective provisions no longer apply.

Conversion:      Each share of USAR Series A Preferred Stock is convertible into USAR Shares at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then -applicable  conversion price. The conversion price was initially $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti -dilution  adjustments, including with respect to future issuances or sales of USAR Shares at prices less than $10.00 per share, and is $7.00 per share as of the date of this prospectus.

Put Rights:      Unless prohibited by applicable law governing distributions to stockholders, the USAR Series A Preferred Stock shall be redeemable at the option of the Requisite Holders commencing any time after the 5 th  anniversary of the Business Combination Closing at a price equal to the Accrued Value.

Call Rights:     Unless prohibited by applicable law governing distributions to stockholders, the USAR Series A Preferred Stock shall be redeemable at the option of USAR commencing any time (A) prior to the 1 st  anniversary of the Business Combination Closing at a price equal to the 150% of the Accrued Value, (B) on or after the 1 st  anniversary but prior to the 2 nd  anniversary of the Business Combination Closing at a price equal to the 140% of the Accrued Value, (C) on or after the 2 nd  anniversary of the Business Combination Closing but prior to the 3 rd  anniversary of the Business Combination Closing at a price equal to the 130% of the Accrued Value, (D) on or after the 3 rd  anniversary of the Business Combination Closing but prior to the 4 th  anniversary of the Business Combination Closing at a price equal

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to the 120% of the Accrued Value, (E) on or after the 4 th  anniversary of the Business Combination Closing but prior to the 5 th  anniversary of the Business Combination Closing at a price equal to the 110% of the Accrued Value, or (F) on or after the 5 th  anniversary of the Business Combination Closing at a price equal to the 100% of the Accrued Value.

Preferred Investor Warrants

USAR has issued the USAR Preferred Investor Warrants initially exercisable for up to 5,279,412 USAR Shares, subject to adjustment. As of June 9, 2026, the outstanding USAR Preferred Investor Warrants are exercisable for up to 2,436,518 USAR Shares, subject to adjustment, after giving effect to reductions in the exercise price and corresponding increases to the number of underlying USAR Shares and exercises of USAR Preferred Investor Warrants through June 9, 2026.

The USAR Preferred Investor Warrants were immediately exercisable upon issuance as of the Business Combination Closing and expire five years from the date of the Business Combination Closing at 5:00 p.m., New York City time (the “ PIW Termination Date ”). The USAR Preferred Investor Warrants include customary cash and cashless exercise provisions. Each USAR Preferred Investor Warrant was initially exercisable at $12.00 per USAR Share, subject to the same anti -dilution  and other adjustments as the USAR Series A Preferred Stock. The current exercise price is $7.00 per share.

The USAR Preferred Investor Warrants do not include any redemption features. The USAR Preferred Investor Warrants may be exercised on a cashless basis if, at any time after the six -month  anniversary of the Business Combination Closing, there is not an effective registration statement with respect to the USAR Shares issuable upon exercise of the USAR Preferred Investor Warrants. On the PIW Termination Date, the USAR Preferred Investor Warrants will be automatically exercised on a cashless basis. To exercise on a cashless basis, the holder of the USAR Preferred Investor Warrant would pay the exercise price by surrendering the USAR Preferred Investor Warrant (or part thereof) for that number of USAR Shares equal to the quotient obtained by dividing (x) the product of the number of USAR Shares underlying the USAR Preferred Investor Warrant, multiplied by the excess of the daily volume weighted average price of the USAR Shares on the date specified by the USAR Preferred Investor Warrant less the exercise price of such USAR Preferred Investor Warrant by (y) the daily volume weighted average price of the USAR Shares on the date specified by the USAR Preferred Investor Warrant.

The holders of USAR Preferred Investor Warrants will not have the rights or privileges of holders of USAR Shares or any voting rights in respect of the USAR Preferred Investor Warrants or underlying USAR Shares until they exercise their USAR Preferred Investor Warrants and receive USAR Shares. After the issuance of USAR Shares upon exercise of the USAR Preferred Investor Warrants, each holder will be entitled to one vote for each USAR Share held of record on all matters to be voted on by stockholders.

Anti-Takeover Effects of the USAR Charter, the USAR Bylaws and Certain Provisions of Delaware Law

The provisions of the USAR Charter, the USAR Bylaws and the DGCL summarized below may have an anti -takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your USAR Shares.

The USAR Certificate of Incorporation and the USAR Bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of the USAR Board and that may have the effect of delaying, deferring or preventing a future takeover or change in control of us unless such takeover or change in control is approved by such board of directors.

These provisions include:

•          Authorized but Unissued Capital Stock.     The authorized but unissued shares of preferred stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of preferred stock could render more difficult or discourage an attempt to obtain control of a majority of USAR Shares by means of a proxy contest, tender offer, merger or otherwise.

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•          No Cumulative Voting for Directors.     The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. The USAR Charter does not provide for cumulative voting. As a result, the holders of USAR Shares representing a majority of the voting power of all of the outstanding shares of our capital stock will be able to elect all of the directors then standing for election.

•          Quorum.     The USAR Bylaws provide that at all meetings of the USAR Board, a majority of the total number of directors that USAR would have if there were no vacancies on the USAR Board will constitute a quorum for the transaction of business.

•          Action by Written Consent.     Any action required or permitted to be taken by USAR’s stockholders must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in lieu of a meeting of stockholders by such holders; provided, however, that any action required or permitted to be taken by the holders of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate(s) of designation relating to such series of preferred stock.

•          Special Meetings of Stockholders.     The USAR Charter provides that, except as otherwise required by law and subject to the rights of the holders of any series of preferred stock, special meetings of USAR stockholders for any purpose or purposes may be called at any time only by or at the direction of the Chair of the USAR Board or by a resolution adopted by the affirmative vote of a majority of the total number of directors that USAR would have if there were no vacancies on the USAR Board, but such special meetings may not be called by stockholders or any other person or persons.

•          Advance Notice Procedures.     The USAR Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of the stockholders, and for stockholder nominations of persons for election to the USAR Board to be brought before an annual or special meeting of stockholders. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the USAR Board or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given the secretary of USAR timely written notice, in proper form, of the stockholder’s intention to bring that business or nomination before the meeting. Although the USAR Bylaws do not give the USAR Board the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, as applicable, the USAR Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of USAR.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. The USAR Charter includes a provision that eliminates the personal liability of directors and officer for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of the USAR Charter and its stockholders, through stockholders’ derivative suits on USAR’s behalf, to recover monetary damages from a director or officer for breach of fiduciary duty as a director or officer, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director or officer or if such director or officer has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.

The USAR Bylaws provide that we must indemnify and advance expenses to directors and officers to the fullest extent authorized by the DGCL. USAR is also expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for directors, officers and certain employees for some liabilities. USAR believes that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

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The limitation of liability, indemnification and advancement provisions in the USAR Charter and the USAR Bylaws may discourage stockholders from bringing a lawsuit against directors and officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit USAR and its stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. USAR believes that these provisions, liability insurance and any indemnity agreements that may be entered into are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to USAR’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, USAR has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

There is currently no pending material litigation or proceeding involving any of USAR directors, officers or employees for which indemnification is sought.

Transfer Agent and Registrar

The Transfer Agent and registrar for the USAR Shares is Continental Stock Transfer & Trust Company.

Listing

The USAR Shares are listed on Nasdaq under the symbol “USAR.”

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COMPARISON OF RIGHTS OF USAR STOCKHOLDERS AND TMRC STOCKHOLDERS

The rights of TMRC’s stockholders are currently governed by TMRC’s Certificate of Incorporation dated August 29, 2012 (including any amendment, the “ TMRC Charter ”) and TMRC’s Bylaws dated August 29, 2012 (the “ TMRC Bylaws ”). If the Mergers are completed, TMRC’s stockholders will become stockholders of USAR, and their rights will be governed by USAR’s certificate of incorporation (as amended, the “ USAR Charter ”) and the bylaws of USAR (as amended, the “ USAR Bylaws ”). The following table sets forth a comparison the TMRC stockholders’ rights under the TMRC Charter and TMRC Bylaws and USAR’s stockholder’s rights under USAR Charter and USAR Bylaws.

The following summary does not purport to be a complete summary of the TMRC Charter, TMRC Bylaws, USAR Charter, or USAR Bylaws. We urge you to read each of those documents in their entirety.

TMRC

USAR

Authorized Capital Stock

The TMRC Charter authorizes the issuance of up to 110,000,000 shares, consisting of: 100,000,000 shares of common stock, par value $0.01 per share; and 10,000,000 shares of preferred stock, par value $0.001 per share.

See Article 5 of the TMRC Charter.

The USAR Charter authorizes the issuance of up to 800,000,000 shares, consisting of: 750,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of preferred stock, par value $0.0001 per share.

See Article IV, subsection A of the USAR Charter .

Voting

Pursuant to the DGCL, the holders of TMRC Shares have one vote for each share held.

See Article 1.8 of the TMRC Bylaws.

Pursuant to the USAR Charter, each holder of USAR Shares is entitled to one vote for each share held and each holder of USAR Series A Preferred Stock is entitled to a number of votes per share of USAR Series A Preferred Stock equal to the number of USAR Shares into which such share of USAR Series A Preferred Stock is convertible at the applicable time.

See Article IV, subsection C of the USAR Charter and Section 4.B of the Series A Preferred Stock Certificate of Designation.

Rights of Preferred Stock

None. TMRC does not have any shares of preferred stock issued and outstanding.

The USAR Board has the discretion to determine the powers, preferences and relative, participating, optional and other special rights, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The USAR Board adopted the Series A Preferred Stock Certificate of Designation creating the USAR Series A Preferred Stock.

There are currently 1,224,351 shares of USAR Series A Preferred Stock outstanding.

For additional information on the terms of the USAR Series A Preferred Stock, please see the section entitled “ Description of Capital Stock ” and the Series A Preferred Stock Certificate of Designation.

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TMRC

USAR

Number and Qualification of Directors

The TMRC Bylaws provide that the board shall consist of one or more members, and the number of directors shall be determined from time to time by resolutions of the stockholders or by resolution of the TMRC Board.

See Article 2.2 of the TMRC Bylaws.

The USAR Charter and the USAR Bylaws provide that, subject to the rights, if any, of any series of preferred stock to elect additional directors under circumstances specified in a certificate of designation for preferred stock, the authorized number of directors may be fixed from time to time only by a resolution adopted by a majority of the total number of directors that the company would have if there were no vacancies on the USAR Board.

See Article VI, subsection A of the USAR Charter and Section 15 of the USAR Bylaws.

Structure of the Board; Election of Directors

The TMRC Bylaws provide that directors are elected annually.

The USAR Charter provides that, subject to the rights granted to the holders of any one or more series of preferred stock then outstanding, at each annual meeting of stockholders, the directors of USAR shall be elected annually by stockholders and shall hold office until the next annual meeting of stockholders and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

See Section VI, subsection B of the USAR Charter.

Removal of Directors

The TMRC Bylaws provide that any director may be removed from office at any time, either with or without cause, by the affirmative vote of stockholders having a majority of the voting power of TMRC.

See Article 2.13 of the TMRC Bylaws.

The USAR Bylaws provide that, subject to the rights, if any, of the holders of any series of preferred stock to elect directors, any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority in voting power of all the then outstanding shares of stock of USAR entitled to vote on the election of such director, voting together as a single class.

See Section 17 of the USAR Bylaws .

Supermajority Voting Provision

None.

In addition to any vote required by applicable law or the USAR Charter (including any certificate of designation relating to any series of preferred stock), the amendment, alteration, repeal or rescission of, in whole or in part, or the adoption of any provision inconsistent with, the following provisions in the USAR Charter shall require the affirmative vote of the holders of at least 66⅔% in voting power of all the then -outstanding shares of stock of USAR entitled to vote thereon, voting together as a single class: Article V (amendment to USAR Charter and USAR Bylaws), Article VI (Board), Article VII (D&O liability), Article VIII (stockholder consent in lieu of meeting, annual and special meetings of stockholders), Article IX (stockholder relationships) and Article X(B) (forum).

See Article V, subsection A of the USAR Charter.

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TMRC

USAR

Cumulative Voting

The TMRC Bylaws provide that there is no cumulative voting in the election of directors.

The USAR Charter provides that the holders of USAR Shares shall not have cumulative voting rights.

See Article IV, subsection C of the USAR Charter.

Vacancies on the Board of Directors

The TMRC Bylaws provide that vacancies on the TMRC Board may be filled by a vote of the directors then in office, though less than a quorum, in any way approved by the meeting.

See Article 2.5 of the TMRC Bylaws.

The USAR Bylaws provide that, subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under circumstances specified in a certificate of designation for preferred stock, newly created directorships resulting from any increase in the authorized number of directors and any vacancies on the USAR Board resulting from death, resignation, disqualification, removal or other cause may be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the USAR Board, or by a sole remaining director.

See Section 16 of the USAR Bylaws.

Special Meeting of the Board of Directors

Special meetings of the TMRC Board may be called for any purpose permitted by Chairperson of the TMRC Board, the President, the Chief Executive Officer, the Secretary or any two directors.

See Article 2.9 of the TMRC Bylaws.

Special meetings of the USAR Board may be called by the Chairman on one day’s notice to each director by whom such notice is not waived, given in a manner permitted by Section 28 or by the DGCL, and will be called by the Chairman, in like manner and on like notice, upon the request of a majority of the total number of directors that the company would have if there were no vacancies on the USAR Board.

See Section 20 of the USAR Bylaws .

Amendment of Bylaws

The TMRC Bylaws provide that TMRC Board and TMRC stockholders shall have the power to adopt, amend, alter, or repeal the bylaws.

See Article IX of the TMRC Bylaws.

The USAR Charter permits the USAR Board to amend, alter, repeal or rescind the USAR Bylaws without the consent or vote of the stockholders of USAR.

See Article V, subsection (B) of the USAR Charter .

The USAR Bylaws permit holders of outstanding shares of capital stock to adopt, amend or repeal the USAR Bylaws, provided they receive the affirmative vote of at least two -thirds  of the voting power.

See Section 40 of the of the USAR Bylaws and Article V, subsection B of the USAR Charter.

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TMRC

USAR

Quorum

The TMRC Bylaws provide that the presence, in person or by proxy, of the holders of record of a majority in voting power of all outstanding shares of stock of TMRC entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting.

See Article 2.10 of the TMRC Bylaws.

The USAR Bylaws provide that, except as otherwise provided by law or in a certificate of designation for preferred stock, the holders of a majority in voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, will constitute a quorum at a meeting of stockholders for the transaction of business thereat.

See Section 6 of the USAR Bylaws.

Stockholder Action by Written Consent

The TMRC Bylaws provide that any action required or permitted to be taken by the stockholders may be taken without a meeting, without prior notice and without a vote, if all members of the TMRC Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the TMRC Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

See Article 11 of the TMRC Bylaws.

Under the USAR Charter, any action required or permitted to be taken by the stockholders of USAR must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in lieu of a meeting of stockholders by such holders; provided, however, that any action required or permitted to be taken by the holders of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate(s) of designation relating to such series of preferred stock.

See Article VIII, subsection A of the USAR Charter.

Special Stockholder Meetings

The TMRC Bylaws provide that special meetings of stockholders may be called by the TMRC Board, President, Chief Executive Officer or by one or more of the stockholders holding shares in the aggregate entitled to cast not less than 20% of the votes at that meeting.

See Article 1.3 of the TMRC Bylaws.

The USAR Charter provides that except as otherwise required by law and subject to the rights of the holders of any series of preferred stock, special meetings of the stockholders of USAR for any purpose or purposes may be called at any time only by or at the direction of the Chairman of the USAR Board or by a resolution adopted by the affirmative vote of a majority of the total number of directors that the company would have if there were no vacancies on the USAR Board, but such special meetings may not be called by stockholders or any other person or persons.

See Article VIII, subsection B of the USAR Charter.

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TMRC

USAR

Notice of Stockholders Meetings

The TMRC Bylaws provide that, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which the stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of the stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

See Article 1.4 of the TMRC Bylaws.

The USAR Bylaws provide that, notice of every meeting of stockholders, stating the place, if any, date and time thereof, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be given, in a form permitted by Section 28 of the USAR Bylaws or by the DGCL, not less than ten nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting, except as otherwise provided by law.

See Section 4 of the USAR Bylaws.

Stockholder Nominations of Persons for Election of Directors

None.

The USAR Bylaws permit stockholders to nominate directors for election at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) of stockholders, subject to the provisions of the USAR Charter. To nominate a director, the stockholder must provide the information required by the USAR Bylaws. In addition, the stockholder must give timely notice to USAR’s secretary in accordance with the USAR Bylaws.

See Sections 10 and 11 of the USAR Bylaws.

Stockholder Proposals (Other than Nominations of Persons for Election of Directors)

None.

The USAR Bylaws establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders. The USAR Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (a) specified in the notice of such meeting (or any supplement or amendment thereto) given by or at the direction of the USAR Board or any authorized committee of the USAR Board, (b) otherwise properly brought before such meeting by or at the direction of the USAR Board, or (c) otherwise properly brought before such meeting by a stockholder present in person who (A) was a record owner of USAR Shares at the time of giving the notice and is such a stockholder at the time of the such meeting, (B) is entitled to vote at such meeting, and (C) has complied with notice procedures specified in the USAR Bylaws in all applicable respects.

See Sections 9 and 11 of the USAR Bylaws.

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TMRC

USAR

Limitation of Liability of Directors and Officers

The TMRC Charter provides that to the fullest extent permitted by law, a director of TMRC shall not be personally liable to TMRC or to its stockholders for monetary damages for any breach of fiduciary duty as a director.

See Article 8 of the TMRC Charter.

The USAR Charter provides that to the fullest extent permitted by law, a director or officer of USAR shall not be personally liable to USAR or its stockholders for monetary damages for breach of fiduciary duty owed to USAR or its stockholders.

See Article VII, subsection A of the USAR Charter.

Indemnification of Directors, Officers, Employees and Agents

Pursuant to the TMRC Bylaws, TMRC shall indemnify its directors, officers to the fullest extent allowed by DGCL. It is within the discretion of the TMRC whether to advance any funds in advance of the disposition of any action, suit or proceeding. TMRC shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL.

See Article V of the TMRC Bylaws.

Pursuant to the USAR Bylaws, USAR will indemnify its directors and officers to the fullest extent permitted by law. USAR has entered into and expects to continue to enter into agreements to indemnify its directors, executive officers and other employees as determined by our board of directors. Under the terms of such indemnification agreements, USAR is required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was USAR’s director or officer or was serving at USAR’s request in an official capacity for another entity. The indemnification agreements also require USAR, if so requested, to advance all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by USAR. It is within the discretion of the USAR Board to indemnify and advance expenses to any employee or agent of USAR and to any person (in addition to an indemnitee) serving at the request of USAR as an officer, director, employee or agent of any other enterprise.

See Section 27 of the USAR Bylaws.

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OTHER PROPOSED ACTION

The TMRC Board does not intend to bring any other matters before the special meeting, nor does it know of any matters that other persons intend to bring before the special meeting. If, however, other matters not mentioned in this proxy statement/prospectus properly come before the special meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with the recommendation of the TMRC Board.

STOCKHOLDER PROPOSALS AND SUBMISSIONS

If the Mergers are completed as currently anticipated, TMRC does not expect to hold an annual meeting of stockholders in 2026. If the Mergers not completed as anticipated, TMRC may hold a 2026 annual meeting of stockholders. Pursuant to Rule 14a -8 under the Exchange Act, a stockholder who intends to present a proposal at TMRC’s annual meeting of stockholders, if held in 2026, and who wishes the proposal to be included in the proxy statement and form of proxy for that meeting must submit the proposal in writing a reasonable time before TMRC begins to print and send its proxy materials in connection with such meeting, after which date such stockholder proposal will be considered untimely. Such proposal must be submitted to our executive offices located at 527 21 st Street, #44, Galveston, TX 77550, attention Chief Executive Officer.

In order for proposals of stockholders made outside of Rule 14a -8 to be considered “timely” within the meaning of Rule 14a -4 (c) promulgated under the Exchange Act, such proposals also must be received by the Secretary at the above address a reasonable time before TMRC begins to print and send its proxy materials in connection with such meeting.

Whether or not you expect to be present at the special meeting, we ask that you please sign and return the enclosed proxy card, or submit your proxy by the internet or telephone, promptly. If you are a stockholder of record and attend the special meeting and wish to vote in person, you may withdraw your proxy at any time prior to the vote.

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LEGAL MATTERS

The validity of the common stock offered hereby has been passed upon by White & Case LLP, New York, New York.

EXPERTS

The consolidated financial statements of USA Rare Earth, Inc. as of December 31, 2025 and 2024 and for each of the years then ended, incorporated by reference in this prospectus and in the registration statement have been so incorporate in reliance on the report of BDO USA, P.C. (formerly HORNE LLP), an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The audited historical financial statements of SVRE Holdings Ltd. incorporated in this Prospectus by reference to USA Rare Earth, Inc.’s Current Report on Form 8 -K dated May 12, 2026 have been so incorporated in reliance on the report of PricewaterhouseCoopers Auditores Independentes Ltda., independent auditors, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Texas Mineral Resources Corp. as of August 31, 2025 and 2024 and each of the years in the two -year period ended August 31, 2025, included in this Proxy Statement/Prospectus have been audited by Ham, Langston & Brezina, L.L.P., independent registered public accounting firm, as stated in their report which is included herein. Such financial statements have been so included in reliance on the report of Ham, Langston & Brezina, L.L.P., an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

USAR files annual, quarterly and current reports, proxy statements and other information with the SEC. You may access this information at the SEC’s internet website that contains reports, proxy statements and other information regarding issuers, including USAR, who file electronically with the SEC. The address of that site is www.sec.gov . The information contained on the SEC’s website is expressly not incorporated by reference into this proxy statement/prospectus.

USAR has filed with the SEC a registration statement on Form S -4 of which this proxy statement/prospectus forms a part. The registration statement registers the USAR Shares to be issued to TMRC stockholders in connection with the merger. The registration statement, including the attached exhibits and annexes, contains additional relevant information about USAR and TMRC, respectively. The rules and regulations of the SEC allow USAR to omit certain information included in the registration statement from this proxy statement/prospectus.

In addition, the SEC allows USAR to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information included directly in this proxy statement/prospectus or incorporated by reference subsequent to the date of this proxy statement/prospectus as described below.

This proxy statement/prospectus includes as annexes or incorporates by reference the documents listed below that USAR have previously filed with the SEC. They contain important information about the companies and their financial condition.

•          Annual Report on Form 10 -K for the year ended December   31, 2025, filed with the SEC on March   30, 2026.

•          Quarterly Report on Form 10 -Q for the quarter ended March 31, 2026, filed with the SEC on May 14, 2026.

•          The information in our Definitive Proxy Statement on Schedule 14A , filed with the SEC on April   23, 2026 that is responsive to Part III of Form 10 -K .

•          Current Reports on Form 8 -K filed with the SEC on January   26, 2026 , January   29, 2026 , February   3, 2026 , March   5, 2026 , March   12, 2026 , April   20, 2026 , April   20, 2026 , April   23, 2026 , May 13, 2026 (filed at 9:27 a.m.), June 2, 2026 , June 3, 2026 , June 4, 2026 , June 5, 2026 , June 15, 2026 and June 18, 2026 (except, with respect to each of the foregoing, for the portions of such reports which were deemed to be furnished and not filed).

•          The description of our Common Stock in Exhibit 4.5 to our Annual Report on Form 10 -K for the year ended December   31, 2025, and as may be further amended by any amendments or reports filed for the purposes of updating this description.

In addition, USAR incorporates by reference any future filings they make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this proxy statement/prospectus and until the date that the offering is terminated, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement (excluding, in each case, any current reports on Form 8 -K to the extent disclosure is furnished and not filed). Those documents are considered to be a part of this proxy statement/prospectus, effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

You can obtain any of the other documents listed above from the SEC, through the SEC’s website at the address indicated above, or from USAR, by requesting them in writing or by telephone as follows:

USA Rare Earth, Inc.

100 W Airport Road

Stillwater, OK 74075

(813) 867 -6155

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USAR will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus. You can also find information about USAR at its internet website at https: // www.usare.com / . Information contained on these websites does not constitute part of this proxy statement/prospectus.

You may also obtain documents incorporated by reference into this document by requesting them in writing or by telephone, at the following address and telephone number:

USA Rare Earth, Inc.

100 W. Airport Road

Stillwater, OK 74075

(813) 867 -6155

If you are a stockholder of TMRC and would like to request documents, please do so by [               ], 2026, which is five business days before the special meeting, to receive them before the meeting. If you request any documents from USAR, USAR will mail them to you by first class mail, or another equally prompt means, within one business day after USAR receives your request.

This proxy statement/prospectus is a prospectus of USAR and a proxy statement of TMRC for the special meeting. Neither USAR nor TMRC has authorized anyone to give any information or make any representation about the Mergers or USAR or TMRC that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that USAR has incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. This proxy statement/prospectus is dated [      ], 2026. You should not assume that the information is accurate as of any date other than that date, and neither its mailing to TMRC stockholders nor the issuance of USAR Shares in the Mergers will create any implication to the contrary.

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INDEX TO FINANCIAL STATEMENTS

Texas Mineral Resources Corp.

Page

Audited Consolidated Financial Statements as of and for the fiscal years ended August 31, 2025 and 2024

Report of Independent Registered Public Accounting Firm Ham, Langston & Brezina, L.L.P., Houston, Texas (PCAOB ID No. 298)

F-2

Financial Statements

Consolidated Balance Sheets – August 31, 2025 and 2024

F-4

Consolidated Statements of Operations – Years ended August 31, 2025 and 2024

F-5

Consolidated Statements of Cash Flows – Years ended August 31, 2025 and 2024

F-6

Consolidated Statements of Shareholders’ Equity – Years ended August 31, 2025 and 2024

F-7

Notes to Consolidated Financial Statements

F-8

Unaudited Consolidated Financial Statements as of and for the three and six months ended February 28, 2026 and 2025

Consolidated Balance Sheets – February 28, 2026 (Unaudited) and August 31, 2025

F-25

Consolidated Statements of Operations – Three and six months February 28, 2026 and 2025 (Unaudited)

F-26

Consolidated Statements of Shareholders’ Equity – Three and six months February 28, 2026 and 2025 (Unaudited)

F-27

Consolidated Statements of Cash Flows – Three and six months February 28, 2026 and 2025 (Unaudited)

F-28

Notes to Interim Consolidated Financial Statements (Unaudited)

F-29

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Texas Mineral Resources Corp.

Galveston, Texas

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Texas Mineral Resources Corp. (the Company) as of August 31, 2025 and 2024, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two -year period ended August 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two -year period ended August 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company does not have sufficient cash on hand to fund general and administrative expenses as they become due or to meet its funding requirements for its interest in Round Top Mountain Development, LLC, which would result in dilution of its ownership interest. The Company has not generated any revenues and the Company does not have resources sufficient to meet the projected funding requirements. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relate.

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Convertible Notes with Detachable Warrants — Refer to Note 2 and Note 6 to the financial statements

Critical Audit Matter Description

During the year ended August 31, 2025, the Company issued convertible promissory notes with detachable warrants. As described in Note 6, the Company was required to allocate the proceeds received between the convertible promissory notes and the warrants and assess the conversion features for embedded derivatives requiring bifurcation in accordance with the relevant guidance. Auditing management’s determination of the accounting for the convertible notes and detachable warrants was complex and involved significant judgement in determining whether the warrants a required to be classified as equity or a liability and whether the embedded features require derivative accounting treatment.

How We Addressed the Matter in Our Audit

Our audit procedures with respect to management’s assessment of the accounting for the convertible notes and warrants, included the following, among others:

•          We inspected and reviewed the warrant agreements to evaluate the Company’s determination that the warrants should be classified as equity, including evaluating and assessing management’s application of the relevant accounting standards.

•          We inspected and reviewed the convertible promissory notes to evaluate the Company’s assessment of the convertible promissory notes for embedded features requiring bifurcation in accordance with the relevant accounting standards.

•          We evaluated the accuracy and completeness of the Company’s presentation and related disclosures of these instruments in accordance with the relevant accounting standards.

/s/ Ham, Langston & Brezina, L.L.P.

We have served as the Company’s auditor since 2020.

Houston, Texas

November 28, 2025

PCAOB ID #298

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TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

August 31, 2025 and 2024

2025

2024

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

590,350

$

428,197

Prepaid expenses and other current assets

41,460

62,690

Total current assets

631,810

490,887

Restricted investment

38,766

—

Mineral properties, net

490,606

415,606

TOTAL ASSETS

$

1,161,182

$

906,493

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities

$

50,400

$

42,664

Notes payable, related party

75,000

—

Total current liabilities

125,400

42,664

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY

Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of August 31, 2025 and 2024

—

—

Common stock, par value $0.01; 100,000,000 shares authorized, 78,855,273 and 74,343,826 shares issued and outstanding as of August 31, 2025 and 2024, respectively

788,553

743,439

Additional paid-in capital

45,357,513

43,297,421

Accumulated deficit

(45,110,284

)

(43,177,031

)

Total shareholders’ equity

1,035,782

863,829

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

1,161,182

$

906,493

The accompanying notes are an integral part of these consolidated financial statements.

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TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended August 31, 2025 and 2024

2025

2024

OPERATING EXPENSES

Exploration costs

$

336,885

$

76,325

General and administrative

871,708

877,278

Total operating expenses

1,208,593

953,603

LOSS FROM OPERATIONS

(1,208,593

)

(953,603

)

OTHER (EXPENSE) INCOME, NET

Interest income

21,473

35,594

Interest expense

(746,133

)

Other income

—

85,000

Total other (expense) income, net

(724,660

)

120,594

NET LOSS

$

(1,933,253

)

$

(833,009

)

Net loss per common share Basic and diluted

$

(0.03

)

$

(0.01

)

Weighted average shares outstanding Basic and diluted

74,998,154

73,934,797

The accompanying notes are an integral part of these consolidated financial statements.

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TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended August 31, 2025 and 2024

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(1,933,253

)

$

(833,009

)

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

261,073

244,753

Accretion of debt discount

746,133

—

Changes in operating assets and liabilities:

Prepaid expenses and other assets

21,230

(23,112

)

Accounts payable and accrued liabilities

7,736

(50,742

)

Net cash used in operating activities

(897,081

)

(662,110

)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of restricted investment

(38,766

)

—

Net cash used in investing activities

(38,766

)

—

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from exercise of common stock options and warrants

—

11,000

Proceeds from convertible debt and detachable warrants

1,098,000

—

Net cash provided by financing activities

1,098,000

11,000

NET CHANGE IN CASH AND CASH EQUIVALENTS

162,153

(651,110

)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

428,197

1,079,307

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

590,350

$

428,197

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Cash paid for interest expense

$

—

$

—

Cash paid for income taxes

$

—

$

—

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Mineral properties acquired under notes payable, related party

$

75,000

$

—

Issuance of detachable warrants and discount on convertible notes

$

746,133

$

—

Conversion of convertible notes into common stock

$

1,098,000

$

—

The accompanying notes are an integral part of these consolidated financial statements.

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TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Years Ended August 31, 2025 and 2024

Preferred Stock

Common Stock

Additional

Paid-in

Capital

Accumulated

Deficit

Total

Shares

Amount

Shares

Amount

Balance at August 31, 2023

—

$

—

73,728,262

$

737,283

$

43,047,824

$

(42,344,022

)

$

1,441,085

Stock based compensation

—

—

565,564

5,656

200,022

—

205,678

Common stock options issued for services

—

—

—

—

39,075

—

39,075

Common stock issued upon exercise of options and warrants

—

—

50,000

500

10,500

—

11,000

Net loss

—

—

—

—

—

(833,009

)

(833,009

)

Balance at August 31, 2024

—

—

74,343,826

743,439

43,297,421

(43,177,031

)

863,829

Stock based compensation

—

—

851,447

8,514

252,559

—

261,073

Issuance of detachable

warrants

—

—

—

—

746,133

—

746,133

Conversion of note payable to common stock

—

—

3,660,000

36,600

1,061,400

—

1,098,000

Net loss

—

—

—

—

—

(1,933,253

)

(1,933,253

)

Balance at August 31, 2025

—

$

—

78,855,273

$

788,553

$

45,357,513

$

(45,110,284

)

$

1,035,782

The accompanying notes are an integral part of these consolidated financial statements.

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS

Texas Mineral Resources Corp. (the “Company”) was incorporated in the State of Nevada in 1970 as Standard Silver Corporation. In 2010, the Company changed its name from “Standard Silver Corporation” to “Texas Rare Earth Resources Corp”. In 2012, the Company changed its state of incorporation from Nevada to Delaware under a plan of conversion dated August 24, 2012. In 2016, the Company changed its name to Texas Mineral Resources Corp.

We are a mining company engaged in the business of owning, acquiring, exploring and developing mineral properties. At August 31, 2025, we owned a 18.779% membership interest in Round Top Mountain Development, LLC, a Delaware limited liability company (“Round Top” or “RTMD”), which entity holds two mineral property leases with the GLO to explore and develop a 950  -acre rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases expire in 2030. Round Top also holds prospecting permits covering 9,345 acres adjacent to the Round Top Project. The business strategy of Round Top is to develop a metallurgical process to concentrate or otherwise extract the metals from the Round Top Project’s rhyolite, conduct additional engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round Top Project. The Round Top Project has not established as of the date hereof that any of the properties contain any probable mineral reserves or proven mineral reserves under Item 1300 of Regulation S -K (“Item 1300”).

NOTE 2 — SUMMARY OF ACCOUNTING POLICIES

Exploration-Stage Company

Since January 1, 2009, the Company has been classified as an “exploration stage” company for purposes of Item 1300 of the U.S. Securities and Exchange Commission (“SEC”). Under Item 1300, companies engaged in significant mining operations are classified into three categories, referred to as “stages” — exploration, development, and production. Exploration stage includes all companies that do not have established reserves in accordance with Item 1300. Such companies are deemed to be “in the search for mineral deposits.” Notwithstanding the nature and extent of development -type or production -type activities that have been undertaken or completed, a company cannot be classified as a development or production stage company unless it has established reserves in accordance with Item 1300.

Basis of Presentation

The Company’s financial records are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of Texas Mineral Resources Corp and its proportionate interest in the assets, liabilities, and operations of Round Top and the Company’s wholly -owned subsidiary, Standard Silver, Inc. All significant intercompany balances and transactions have been eliminated.

Going Concern

These financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit from inception through August 31, 2025, of approximately $45,110,000 and has yet to achieve profitable operations, and projects further losses in the development of its business.

At August 31, 2025, the Company had a working capital surplus of approximately $506,000, however the Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should we be unable to continue as a going concern.

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Table of Contents

TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 2 — SUMMARY OF ACCOUNTING POLICIES (cont.)

We do not have sufficient cash on hand to fund any portion of the Round Top Budget during our current fiscal year. We have sufficient capital to fund our estimated general and administrative expenses only through August 31, 2026. In accordance with our current projected budget, the Company does not have sufficient capital to fund its total cash calls during the fiscal year ending August 31, 2026. Failure by the Company to make required cash calls to Round Top during the twelve month period from the issuance date of these financial statements, would result in dilution to its membership interest in Round Top, which is 18.779% at August 31, 2025. Accordingly, the Company may be required to raise additional capital to fund its obligations during the fiscal year ending August 31, 2026. There can be no assurance that the Company will be able to raise the necessary capital to fund its cash calls (if it elects not to dilute its membership interest in lieu of funding the cash calls) and expected general and administrative expenses. The Company may also seek to obtain short -term loans from the directors of the Company. Based on these factors, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of these financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents currently consists of demand deposits and money market accounts at commercial banks. The Company maintains cash and cash equivalents at banks selected by management based upon their assessment of the financial stability of the institution. Balances periodically exceed the federal depository insurance limit; however, the Company has not experienced any losses on deposits.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360 -10-35-15 ,  Impairment or Disposal of Long -Lived Assets.

Warrants

The Company has issued freestanding warrants to purchase shares of common stock in connection with financing activities (see Note 6) and accounts for them in accordance with applicable accounting guidance as either liabilities or as equity instruments depending on the specific terms of the warrant agreements.

Issuance of Debt and Equity

The Company issues complex financial instruments which include debt and equity features. We analyze each instrument under Accounting Standards Codification (“ASC”) 480,  Distinguishing Liabilities from Equity , ASC 815,  Derivatives and Hedging  and, ASC 470,  Debt , in order to establish whether such instruments should be classified as debt or equity in the financial statements, and whether they include any embedded derivatives.

Debt Discount

The debt discount, which reduces the related debt balance in the balance sheets, is comprised of the issuance date fair value of warrants issued with the debt. The debt discount is amortized to interest expense over the contractual term of the related debt using the effective interest method.

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 2 — SUMMARY OF ACCOUNTING POLICIES (cont.)

Share-based Payments

The Company estimates the fair value of share -based compensation on the date of grant using the Black -Scholes valuation model, in accordance with the provisions of ASC 718,  Stock Compensation . Key inputs and assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, market price of the underlying common stock, volatility of the common stock, risk -free rate, and dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the option holders, and subsequent events are not indicative of the reasonableness of the original estimates of fair value.

Income Taxes

Income taxes are computed using the asset and liability method, in accordance with ASC 740,  Income Taxes . Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company recognizes and measures a tax benefit from uncertain tax positions when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company adjusts these liabilities when its judgement changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate or future recognition of an unrecognized tax benefit. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. The Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the consolidated statements of operations. Management believes the Company has no uncertain tax positions at August 31, 2025 and 2024.

Basic and Diluted Income (Loss) Per Share

The Company computes income (loss) per share in accordance with ASC 260,  Earnings Per Share , which requires presentation of both basic and diluted earnings per share on the face of the consolidated statements of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period, including stock options and warrants using the treasury method. Dilutive income (loss) per share excludes all potential common shares if their effect is anti -dilutive .

At August 31, 2025, options to purchase 820,000 shares of common stock and warrants to purchase 10,980,000 shares of common stock were outstanding but not included in the computation of dilutive earnings per share because these options and warrants were antidilutive.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Table of Contents

TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 2 — SUMMARY OF ACCOUNTING POLICIES (cont.)

Fair Value Measurements

The Company accounts for assets and liabilities measured at fair value in accordance with ASC 820,  Fair Value Measurements and Disclosures.  ASC 820 emphasizes that fair value is a market -based measurement, not an entity -specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified with Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).The three levels of inputs used to measure fair value are as follows:

•          Level 1:    Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

•          Level 2:    Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•          Level 3:   Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The Company’s financial instruments consist principally of cash and cash equivalents, restricted investment and accounts payable and accrued liabilities. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short -term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

Segment Reporting

In accordance with ASC Topic 280 — “Segment Reporting (ASC 280)” the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any material intra -segment sales and transfers of assets. The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (the “CEO”). The CEO, with the Chief Financial Officer assesses the performance and makes operating decisions of the Company on a consolidated basis, based on the Company’s net increase/decrease in shareholder’s equity resulting from operations (“net income”/”net loss”). Company assets are not reviewed by the CODM at a different asset level or category, but at the consolidated level. As the Company’s operations are comprised of a single operating segment, the segment assets are reflected on the accompanying Consolidated Balance Sheets as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statement of Operations.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation. The reclassification had no effect on the reported results of operations.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023 -07 , “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. ASU 2023 -07 requires additional disclosures for segment reporting, including disclosure of the title and position of the Chief Operating Decision Maker and requires a public entity that has a single reportable segment to provide all the disclosures required by amendments in ASU 2023 -07 , and all existing segment disclosures in Topic 280. ASU 2023 -07 is effective for fiscal periods beginning after December 15, 2023.

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 2 — SUMMARY OF ACCOUNTING POLICIES (cont.)

The Company adopted ASU 2023 -07 effective for its Annual Report on this Form 10 -K for the year ended August 31, 2025. Since ASU 2023 -07 addresses only disclosures, the adoption did not have a significant impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023 -09 , “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under ASU 2023 -09 , companies must consistently categorize and provide greater disaggregation of information in the rate reconciliation and further disaggregate income taxes paid. ASU 2023 -09 is effective for companies for annual reporting periods beginning after December 15, 2024. The Company does not expect the adoption of ASU 2023 -09 to have a significant impact on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024 -03 , “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220 -40 ): Disaggregation of Income Statement Expenses”. Under ASU 2024 -03 companies are required to disclose disaggregated information about certain costs and expenses in the notes to the financial statements. ASU 2024 -03 is effective for companies for annual reporting periods beginning after December 15, 2026. The requirements can be applied either prospectively or retrospectively. Although early adoption is permitted, the Company will adopt the pronouncement when the pronouncement becomes effective on January 1, 2027. The Company does not expect the adoption of ASU 2024 -03 to have a significant impact on its consolidated financial statements.

NOTE 3 — JOINT VENTURE ARRANGEMENTS

In August 2018, the Company and Morzev Pty. Ltd. (“Morzev”) entered into an agreement (the “2018 Option Agreement”) whereby Morzev was granted the exclusive right to earn and acquire a 70% interest in the Round Top Project by financing $10 million of expenditures in connection with the Round Top Project, increasable to an 80% interest, for an additional $3 million payment to the Company. Morzev began engaging in business as USA Rare Earth and in May 2019 notified the Company that it was nominating USA Rare Earth, LLC (“USARE”) as the optionee under the terms of the 2018 Option Agreement. In August 2019, the Company and USARE entered into an amended and restated option agreement as further amended on June 29, 2020 (the “2019 Option Agreement” and collectively with the 2018 Option Agreement, the “Option Agreement”), whereby the Company restated its agreement to grant USARE the exclusive right to earn and acquire a 70% interest, increasable to an 80% interest, in the Round Top Project.

In May 2021, and in accordance with the terms of the Option Agreement, the Company and USARE entered into a contribution agreement (“Contribution Agreement”) whereby the Company and USARE contributed assets to Round Top, at the time a wholly -owned subsidiary of the Company, in exchange for their initial ownership interests in Round Top, of which the Company initially owned a membership interest equating to 20% of Round Top and USARE initially owned a membership interest equating to 80% of Round Top. Concurrently therewith, the Company and USARE as the two members entered into a limited liability company agreement (“Operating Agreement”) governing the operations of Round Top which contains customary and industry standard terms as contemplated by the Option Agreement. USARE serves as manager of Round Top.

Upon entry into the Contribution Agreement, the Company assigned the following contracts and assets to Round Top in exchange for its initial 20% membership interest in Round Top:

•          the assignment and assumption agreement with respect to the mineral leases from the Company to Round Top;

•          the assignment and assumption agreement with respect to the surface lease from the Company to Round Top;

•          the assignment and assumption agreement with respect to the surface purchase option from the Company to Round Top;

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 3 — JOINT VENTURE ARRANGEMENTS (cont.)

•          the assignment and assumption agreement with respect to the water lease from the Company to Round Top; and

•          the bill of sale and assignment agreement of existing data and other relevant contracts and permits with respect to Round Top owned by the Company.

Upon entry into the Contribution Agreement, USARE assigned the following assets to Round Top (or the Company, as applicable) for its initial 80% membership interest in Round Top:

•          cash to Round Top to continue to fund Round Top operations in the amount of approximately $3,761,750 comprising the balance of the $10 million required expenditure to earn a 70% interest in Round Top;

•          cash in the amount of $3 million to the Company upon exercise of the USARE option to acquire from the Company an additional 10% interest in Round Top, resulting in the aggregate ownership interest of 80% in Round Top;

•          bill of sale and assignment agreement of the Pilot Plant and other relevant contracts and permits to Round Top; and

•          bill of sale and assignment agreement of existing data and intellectual property owned by USARE to Round Top.

In June 2023, the Company, USARE and the manager amended and restated the Operating Agreement and the following material amendments to the Operating Agreement were adopted:

Cash Calls

On the basis of the adopted program and budget then in effect, the manager will submit to each member monthly cash calls at least 10 days before the last day of each month, and within 10 days of receipt, (a) USARE will pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest and (b) the Company will either (i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the applicable estimated cash requirements that the Company will contribute (the “Notice of Non -Contribution ”). Failure by the Company to deliver payment of its proportionate share of the estimated cash requirements, as an additional capital contribution, or to deliver a Notice of Non -Contribution within the 10 day period shall automatically be considered a “Deemed Non -Contribution ” and shall have the same effect as if the Company provided a timely Notice of Non -Contribution with respect to non -contribution of its entire proportionate share of the applicable cash call.

Remedies for Failure to Meet Cash Calls

Non -Contribution .     Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of any additional capital contribution that it is required to contribute pursuant to a Notice of Non -Contribution or a Deemed Non -Contribution (such unfunded amount shall be deemed the “Shortfall Amount”), then USARE shall fund the entire Shortfall Amount within 5 business days after the Notice of Non -Contribution or Deemed Non -Contribution .

Dilution.     Upon the contribution of the Shortfall Amount by USARE, the interests of the members will be recalculated based on the adjustment provision set forth below in the sub -heading “— Adjustment of Interests”.

Maximum Dilution.     The dilution of the Company shall not fall below a 3% interest in RTMD (the “Minimum Percentage Interest”). Upon the contribution by USARE of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum Percentage Interest, USARE will receive a priority distribution of

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 3 — JOINT VENTURE ARRANGEMENTS (cont.)

available cash, in addition to a distribution of available cash to which USARE otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant to the applicable cash call request, up to the Shortfall Amount that would have resulted in the Company’s interest being further diluted but for the Minimum Percentage Interest (the “Priority Distribution”). The Priority Distribution will continue until USARE has been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available cash pro rata in proportion to their respective interests.

Adjustment of Interests.     If USARE contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject to the Minimum Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget, by a fraction, expressed as a percentage:

•          the numerator of which equals the Shortfall Amount actually funded by USARE; and

•          the denominator of which equals the market capitalization of the Company.

Distributions

Cash in excess of authorized reserves will be distributed to the members pro -rata in proportion to their respective interests on a periodic basis as determined by the management committee. RTMD will be required to make tax distributions to each member. Once USARE has been paid the Priority Distribution, if applicable, all distributions made in connection with the sale or exchange of all or substantially all of RTMD’s assets and all distributions made in connection with the liquidation of RTMD will be made to the members pro -rata in accordance with their respective interests.

Other material terms of the Operating Agreement that remain unchanged are as follows:

Management

A management committee will make the major decisions of RTMD, such as approval of the respective program and budget, and the manager will implement such decisions. The management committee consists of three representatives of the members, with two being appointed by USARE and one by the Company which is Dan Gorski. The representatives vote the ownership percentage interests of their appointing member.

Management Committee Meetings

Meetings will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting is by simple majority except for certain “major decisions” that require a unanimous vote. So long as the Company maintains a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the Company’s ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company, in each case who elects a majority of the Company’s board, this unanimous approval requirement can be suspended by USARE, at its option. The major decisions requiring unanimous approval, as set forth above, are:

•          approval of an amendment to any program and budget that causes the program and budget to increase by 15% or more, except for emergencies;

•          other than purchase money security interests or other security interests in RTMD equipment to finance the acquisition or lease of RTMD equipment used in operations, the consummation of a project financing or the incurrence by RTMD of any indebtedness for borrowed money that requires the guarantee by any member of any obligations of RTMD;

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 3 — JOINT VENTURE ARRANGEMENTS (cont.)

•          substitution of a member under certain circumstances and dissolution of RTMD;

•          the issuance of an ownership interest or other equity interest in RTMD, or the admission of any person as a new member of RTMD, other than in connection with the exercise of a right of first offer by a member;

•          the redemption of all or any portion of an ownership interest, except for limited circumstances provided for in the Operating Agreement;

•          a decision to grant authorization for RTMD to file a petition for relief under any chapter of the United States Bankruptcy Code, to consent to such relief in any involuntary petition filed against RTMD by any third party, or to admit in writing any insolvency of RTMD or inability to pay its debts as they become due, or to consent to any receivership of RTMD;

•          acquisition or disposition of significant mineral rights, other real property or water rights outside of the area of interest as set forth in the Operating Agreement or outside of the ordinary course of business;

•          the merger of RTMD into or with any other entity; and

•          the sale of all or substantially all of RTMD’s assets.

Manager

The manager will manage, direct and control operations in accordance with program and budget, will prepare and present to the management committee a proposed program and budget, and will generally oversee and implement all of the day to day activities of RTMD. The manager will conduct necessary equipment and materials procurement and property and equipment maintenance activities, with all operations to be conducted in accordance with adopted program and budget.

The Company accounts for its interest in Round Top using the proportionate consolidation method, which is an exception available to entities in the extractive industries, thereby recognizing its pro -rate share of the assets, liabilities, and operations of Round Top in the appropriate classifications in the financial statements.

NOTE 4 — MINERAL PROPERTIES

As further discussed in Note 3, Joint Venture Arrangements, in May 2021, the Company assigned all rights and obligations related to the Round Top Project to Round Top in exchange for a 20% interest. The following discussion of the “August 2010 Lease”, “November 2011 Lease”, “March 2013 Lease”, and “October 2014 Surface Option and Water Lease” pertain to the Round Top Project and were assigned to Round Top in May 2021.

August 2010 Lease

On August 17, 2010, the Company executed a new mining lease with the Texas General Land Office covering Sections 7 and 18 of Township 7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the Texas General Land Office provides for the right to explore, produce, develop, mine, extract, mill, remove, and market rare earth elements, all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years so long as minerals are produced in paying quantities.

Under the terms of the lease, Round Top is obligated to pay the State of Texas a total lease bonus of $142,518. The Company paid $44,718 upon the execution of the lease, and Round Top will be required to pay the remaining $97,800 upon submission of a supplemental plan of operations to conduct mining. Upon the sale of any minerals removed from the Round Top Project, Round Top will pay the State of Texas a $500,000 minimum advance royalty.

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 4 — MINERAL PROPERTIES (cont.)

Thereafter, if paying quantities of minerals are obtained, Round Top will be required to pay the State of Texas a production royalty equal to eight percent of the market value of uranium and other fissionable materials removed and sold from the Round Top Project and six and one quarter percent of the market value of all other minerals removed and sold. If paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule:

Per Acre

Amount

Total

Amount

September 2, 2025 – 2029

200

178,873

In August 2025, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $178,873.

November 2011 Lease

On November 1, 2011, the Company executed a mining lease with the State of Texas covering approximately 90 acres of land that is adjacent to the August 2010 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $20,700 upon the execution of the lease. Upon the sale of minerals removed from the Round Top Project, Round Top will be required to pay the State of Texas a $50,000 minimum advance royalty. Thereafter, if paying quantities of minerals are obtained, Round Top will be required to pay the State of Texas a production royalty equal to eight percent of the market value of uranium and other fissionable materials removed and sold from the Round Top Project and six and one quarter percent of the market value of all other minerals. If paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule:

Per Acre

Amount

Total

Amount

November 1, 2025 – 2029

200

18,000

In August 2025, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $18,000.

March 2013 Lease

On March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife and Range Foundation (since renamed the Rio Grande Foundation) for $500,000 cash and 1,063,830 shares of common stock valued at $500,000. The Company also agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation efforts within the Rio Grande Basin. The West Lease comprises approximately 54,990 acres. The purchase of the surface lease provides unrestricted surface access for the potential development and mining of the Round Top Project.

October 2014 Surface Option and Water Lease

On October 29, 2014, the Company announced the execution of agreements with the Texas General Land Office securing the option to purchase the surface rights covering the potential Round Top project mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers approximately 5,670 acres over the mining lease. Round Top may exercise the option for all or part of the option acreage at any time during the sixteen -year primary term of the mineral lease. The option can be maintained through annual payments of $10,000. The purchase price will be the appraised value of the surface at the time of option exercise. All annual payments have been made as of the date of this filing.

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 4 — MINERAL PROPERTIES (cont.)

The ground water lease secures the right to develop the ground water within a 13,120 -acre lease area located approximately 4 miles from the Round Top deposit. The lease terms include an annual minimum production payment of $5,000 prior to production of water for the operation. After initiation of production Round Top will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater. This lease remains in effect so long as the mineral lease is in effect.

Potential Santa Fe Gold Corporation / Alhambra Project

In November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation (“Santa Fe”). Under the option agreement, the Company has the right to pursue a joint venture arrangement with Santa Fe to jointly explore and develop a target silver property to be selected by the Company among patented and unpatented mining claims held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement, if any, is subject to the successful outcome of a multi -phase exploration plan leading to a bankable feasibility study to be undertaken in the near future by the Company. Under the contemplated terms of the proposed joint venture agreement, the Company would be project operator and initially own 50.5% of the joint venture while Santa Fe would initially own 49.5%. Additional terms of the joint venture are to be negotiated between the Company and Santa Fe in the future.

Under the terms of the option agreement, the Company plans to conduct a district -wide evaluation among the patented and unpatented claims held by Santa Fe, as well as the area of interest, consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. Based on the district -wide evaluation, the Company would designate a “project area or areas,” the size or sizes of which will be decided at the time, and commence development work. The property covered in the option agreement is approximately 1,600 acres and covers approximately 75% of the Black Hawk Mining District. The area to be studied also includes a two -mile radius “area of interest.” The term of the option is for so long as the Company continues to conduct exploration activities in the Project Area (although there can be no assurance that the Company will continue to conduct exploration activities in any future period, due to lack of financial resources or otherwise) and can be exercised on 60 days’ notice to Santa Fe. During the term of the option and subject to limited exceptions, Santa Fe has agreed not to transfer any portion of its patented and unpatented mining claims within the Black Hawk Mining District without granting the Company the right of first refusal.

Carlise Mine

In December 2024, Dan Gorski, our chief executive officer and a director, assigned all of his ownership interest in the Carlisle mine and related real estate to a wholly -owned subsidiary of the Company in consideration for a $75,000 promissory note, without interest, due and payable by the Company in December 2025, secured by the property conveyed. Mr. Gorski acquired this property for $75,000 in 2022. The Carlisle mine and related real estate consist of the following:

•          Carlisle Millsite, patent No. 280, described as Section   12, township 17S, range 21W, comprising 5.00 acres, more or less;

•          Homestead Lode, patent No. 283, described as Section   12, township 17S, range 21W, comprising 17.91 acres, more or less;

•          Columbia Lode, patent No. 284, Described as Section   12, township 17S, range 21W, comprising 19.46 acres, more or less; and

•          Carlisle Lode, patent No. 279, described as Section   01, township 17S, range 21W, compromising 20.660 acres, more or less..

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 5 — RECLAMATION

In connection with a Minimum Impact Exploration Permit No. GR094EM issued by the New Mexico Mining and Minerals Division, the Company was required to provide an irrevocable standby letter of credit as financial support for reclamation costs. As of August 31, 2025 and August 31, 2024, there were $38,766 and $0, respectively, of outstanding letters of credit. The Company has legally pledged a certificate of deposit in the amount of $38,766, which is included in non -current restricted investments, for purposes of settling reclamation obligations that may become due.

NOTE 6 — CONVERTIBLE NOTES PAYABLE

Notes and Warrants Issued Pursuant to the Loan Agreements Dated February 10, 2025

On February 20, 2025, pursuant to the closing of the $848,000 of debt financing in accordance with the Loan Agreements dated February 10, 2025, the Company issued to thirteen accredited investors unsecured promissory notes in the principal amount of $848,000 (“Notes”) and, as additional consideration for effecting the loans, on February 20, 2025, the Company issued these thirteen investors warrants (“Warrants”) to purchase an aggregate of up to 8,480,000 shares of common stock, par value $0.01 per share (“Common Stock”).

The Notes issued to the thirteen investors (i) are in the aggregate principal amount of $848,000, (ii) do not bear interest, (iii) mature and are due and payable on August 10, 2025, (iv) are convertible at any time on or prior to the maturity date, at the option of the holders, into shares of Common Stock at a conversion price of $0.30 per share, and (v) are exchangeable, at the option of the holders, into any Company debt or equity securities issued by the Company for cash consideration in any financing exceeding $1,000,000 that closes on or prior to August 10, 2025, by exchanging the principal amount of the Note(s) for an investment in the financing equal to the principal amount of the Note(s) so exchanged. The principal amount of $848,000 is convertible into an aggregate of 2,826,667 shares of Common Stock. The Notes are prepayable by the Company at any time, without penalty, prior to maturity. Upon an event of default, the Notes may become immediately due and payable.

The Warrants issued to the thirteen investors are exercisable, at any time on or prior to February 10, 2030, to purchase an aggregate of 8,480,000 shares of Common Stock at a purchase price of $0.30 per share. The Company has granted piggy -back registration rights with respect to the resale of the shares of Common Stock underlying the Warrants and, commencing on February 10, 2026, if the resale of the underlying shares may not be effected pursuant to an effective resale registration statement, the Warrants provide for a net issuance exercise.

On February 20, 2025, with respect to these thirteen investors, the Company issued to: (i) four of these investors that are directors Notes representing an aggregate principal amount of $203,000 (convertible into up to 676,667 shares of Common Stock) and Warrants exercisable to purchase up to 2,030,000 shares of Common Stock, with Mr. Marchese being issued a Note in the principal amount of $100,000 and a Warrant exercisable for 1,000,000 shares of Common Stock, Mr. Wall being issued Notes in the aggregate principal amount of $75,000 and Warrants exercisable for an aggregate of 750,000 shares of Common Stock, Mr. Gorski being issued a Note in the principal amount of $20,000 and a Warrant exercisable for 200,000 shares of Common Stock, and Mr. Malhotra being issued a Note in the principal amount of $8,000 and a Warrant exercisable for 80,000 shares of Common stock; and (ii) three of these investors that are adult family members of Mr. Marchese were issued Notes in the aggregate amount of $225,000 (convertible into up to 750,000 shares of Common Stock) and Warrants exercisable to purchase up to 2,250,000 shares of Common Stock.

The Company received $848,000 in gross proceeds from the offering. At inception, the proceeds for the Notes and Warrants were allocated on a relative fair value basis. The Company assessed the Notes for embedded derivatives requiring bifurcation in accordance with ASC 815 -15 and did not bifurcate any derivatives.

The Notes are measured at amortized cost. Interest expense, representing the amortization of the $575,235 of initial relative fair value of the Warrants is amortized using an effective interest rate of 250% over the term of the Notes. The Company recorded $575,235 of interest expense related to the Notes during the year ended August 31, 2025.

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 6 — CONVERTIBLE NOTES PAYABLE (cont.)

During the year ended August 31, 2025, all of the Company’s Notes were converted into shares of the Company’s common stock pursuant to the terms of the respective note agreements. Upon conversion, the aggregate principal amount of $848,000 was converted into 2,826,667 shares of common stock at a conversion price of $0.30 per share. As a result of the conversion, the carrying amount of the Notes was reclassified from liabilities to shareholders’ equity, and no gain or loss was recognized. Following the conversion, the Company had no convertible notes outstanding as of August 31, 2025.

The Warrants met all requirements to be classified in equity pursuant to ASC 815 -40 .

Notes and Warrants Issued Pursuant to the Loan Agreements Dated February 18, 2025

On February 18, 2025, the Company entered into a Loan Agreement (identical to the Loan Agreement dated February 10, 2025) with two accredited investors (one of which is the adult son -in -law of Mr. Wall), pursuant to which the two accredited investors agreed to lend the Company an aggregate principal amount of $250,000.

On February 20, 2025, pursuant to the closing of the $250,000 of debt financing in accordance with the Loan Agreements dated February 18, 2025, the Company issued to the two investors unsecured Notes (identical to the Notes issued pursuant to the Loan Agreements dated February 10, 2025) in the principal amount of $250,000 and, as additional consideration for effecting the loans, on February 20, 2025, the Company issued to these two investors Warrants (identical to the Warrants issued pursuant to the Loan Agreements dated February 10, 2025) to purchase an aggregate of up to 2,500,000 shares of Common Stock.

The Notes issued to the two investors (i) are in the aggregate principal amount of $250,000, (ii) do not bear interest, (iii) mature and are due and payable on August 10, 2025, (iv) are convertible at any time on or prior to the maturity date, at the option of the holders, into shares of Common Stock at a conversion price of $0.30 per share, and (v) are exchangeable, at the option of the holders, into any Company debt or equity securities issued by the Company for cash consideration in any financing exceeding $1,000,000 that closes on or prior to August 10, 2025, by exchanging the principal amount of the Note(s) for an investment in the financing equal to the principal amount of the Note(s) so exchanged. The principal amount of $250,000 is convertible into an aggregate of 833,333 shares of Common Stock. The Notes are prepayable by the Company at any time, without penalty, prior to maturity. Upon an event of default, the Notes may become immediately due and payable.

The Warrants issued to the two investors are exercisable, at any time on or prior to February 10, 2030, to purchase an aggregate of 2,500,000 shares of Common Stock at a purchase price of $0.30 per share. The Company has granted piggy -back registration rights with respect to the resale of the shares of Common Stock underlying the Warrants and, commencing on February 10, 2026, if the resale of the underlying shares may not be effected pursuant to an effective resale registration statement, the Warrants provide for a net issuance exercise.

On February 20, 2025, with respect to one of two investors who is an adult son -in -law of Mr. Wall, the Company issued a Note in the principal amount of $50,000 (convertible into up to 166,667 shares of Common Stock) and Warrants exercisable to purchase up to 500,000 shares of Common Stock.

The Company received $250,000 in gross proceeds from the offering. At inception, the proceeds for the Notes and Warrants were allocated on a relative fair value basis. The Company assessed the Notes for embedded derivatives requiring bifurcation in accordance with ASC 815 -15 and did not bifurcate any derivatives.

The Notes are measured at amortized cost. Interest expense, representing the amortization of the $170,898 of initial relative fair value of the Warrants is amortized using an effective interest rate of 267% over the term of the Notes. The Company recorded $170,898 of interest expense related to the Notes during the year ended August 31, 2025.

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TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 6 — CONVERTIBLE NOTES PAYABLE (cont.)

During the year ended August 31, 2025, all of the Company’s Notes were converted into shares of the Company’s common stock pursuant to the terms of the respective note agreements. Upon conversion, the aggregate principal amount of $250,000 was converted into 833,334 shares of common stock at a conversion price of $0.30 per share. As a result of the conversion, the carrying amount of the Notes was reclassified from liabilities to shareholders’ equity, and no gain or loss was recognized. Following the conversion, the Company had no convertible notes outstanding as of August 31, 2025.

The Warrants met all requirements to be classified in equity pursuant to ASC 815 -40 .

NOTE 7 — INCOME TAXES

The following table sets forth a reconciliation of the federal income tax benefit to the United States federal statutory rate of 21% for the years ended August 31, 2025 and 2024:

2025

2024

Income tax benefit at 21% statutory rate

$

405,983

$

174,932

Stock-based compensation

(54,825

)

(51,398

)

Amortization of debt discount

(156,688

)

—

Other

136,567

—

Increase in valuation allowance

(331,037

)

(123,534

)

$

—

$

—

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as a deferred tax asset and liability. Significant components of the deferred tax assets are set out below along with a valuation allowance to reduce the net deferred tax asset to zero.

Management has established a valuation allowance because, based on an analysis of the tax benefits underlying deferred tax assets, it is unable to establish that it is more -likely - than -not that a tax benefit will be realized. Significant components of deferred tax asset at August 31, 2025 and 2024 are as follows:

2025

2024

Net operating loss carryforward

$

5,070,788

$

4,810,496

Difference in property and equipment basis

1,047,789

977,043

Less valuation allowance

(6,118,577

)

(5,787,539

)

Net deferred tax asset

$

—

$

—

As a result of a change in control effective in April 2007, net operating losses prior to that date may be partially or entirely unavailable under tax law, to offset future income and; accordingly, these net operating losses are excluded from deferred tax assets.

The net operating loss carryforward in the approximate amount of $24,147,000 began to expire in 2028.

The Company files income tax returns in the United States and in one state jurisdiction. With few exceptions, the Company is no longer subject to United States federal income tax examinations for fiscal years ended on or before August 31, 2021 and no longer subject to state tax examinations for years prior to 2023.

NOTE 8 — SHAREHOLDERS’ EQUITY

The Company’s authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share.

All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non -cumulative vote per share in all matters to be voted upon by shareholders. Shares of common stock have no pre -emptive , subscription, conversion or redemption rights and may be issued only as fully paid and non -assessable

F-20

Table of Contents

TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 8 — SHAREHOLDERS’ EQUITY (cont.)

shares. Holders of common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Company’s Board of Directors (the “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Company, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding.

Following is an analysis of common stock issuances during the years ended August 31, 2025 and 2024:

Issuances during the fiscal year ended August 31, 2025

In October 2024, we issued 244,599 shares of Common Stock related to director fees earned and expensed during the year ended August 31, 2024.

During the year ended August 31, 2025, the Company issued 606,848 shares of common stock valued at a market value of $175,373, as payment for director fees. In addition, the Company recognized stock compensation and a corresponding charge to additional paid -in capital in the amount of $85,700 for director’s fees earned during the quarter ended August 31, 2025. The Company issued the related 123,132 shares of Common Stock in October 2025.

On August 12, 2025, the Company issued 3,660,000 shares of Common Stock upon conversion of its convertible notes payable. See Note 6, Convertible Notes Payable, for additional discussion.

In connection with the loan agreements dated February 10, 2025, the Company issued warrants that are exercisable, at any time on or prior to February 10, 2030, to purchase an aggregate of 8,480,000 shares of Common Stock at a purchase price of $0.30 per share. The Company has granted piggy -back registration rights with respect to the resale of the shares of Common Stock underlying the warrants and, commencing on February 10, 2026, if the resale of the underlying shares may not be effected pursuant to an effective resale registration statement, the warrants provide for a net issuance exercise.

In connection with the loan agreements dated February 18, 2025, the Company issued warrants that are exercisable, at any time on or prior to February 10, 2030, to purchase an aggregate of 2,500,000 shares of Common Stock at a purchase price of $0.30 per share. The Company has granted piggy -back registration rights with respect to the resale of the shares of Common Stock underlying the warrants and, commencing on February 10, 2026, if the resale of the underlying shares may not be effected pursuant to an effective resale registration statement, the warrants provide for a net issuance exercise.

The warrants were determined to be a separate unit of account from the convertible notes based on an evaluation of the contractual terms of the convertible notes and the warrant agreements. As a result, amount were allocated to the convertible notes and the warrants using the relative fair value method at the date of issuance. At issuance, the fair value of the warrants and convertible notes totaled approximately $3,500,000 and $1,600,000, respectively. The proceeds assigned to the warrants totaling $746,133 was recognized as additional paid -in capital and a corresponding discount on the convertible notes. The fair values of the warrants as of the issuance date were determined using the Black -Scholes option pricing model and the following assumptions:

Risk-free interest rate

4.34% – 4.40%

Expected dividend yield

0.00%

Expected term in years

5.00

Expected volatility

89.86%

There were 10,980,000 warrant shares issued and outstanding as of August 31, 2025. See Note 6 — Convertible Notes Payable for further discussion of the warrants and Note 10 — Subsequent Events for warrants exercised subsequent to August 31, 2025.

F-21

Table of Contents

TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 8 — SHAREHOLDERS’ EQUITY (cont.)

Issuances during the fiscal year ended August 31, 2024

In October 2023, the Company issued 56,547 shares of common stock to directors for fees earned and expensed during the year ended August 31, 2023.

During the year ended August 31, 2024, the Company issued 509,017 shares of common stock valued at a market value of $152,845, as payment for director fees. In addition, the Company recognized stock compensation and a corresponding charge to additional paid -in capital in the amount of $52,833 for director’s fees earned during the quarter ended August 31, 2024. The Company issued the related 244,599 shares of common stock in October 2024.

During the year ended August 31, 2024, the holder of 50,000 common stock options were exercised for total cash consideration of $11,000. The exercise price of the common stock options was $0.22 per share.

Options

The following table sets forth certain information as of August 31, 2025 and 2024 concerning common stock that may be issued upon the exercise of options issued under the Amended 2008 Plan and outside of the Amended 2008 Plan (all options are fully vested and exercisable at August 31, 2025 and 2024):

Shares

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contractual

Life

Aggregate

Intrinsic

Value

Outstanding, vested and exercisable at

1,030,000

$

0.80

2.79

$

693,300

Options granted

120,000

1.97

—

—

Options exercised

(50,000

)

0.22

—

—

Options cancelled/forfeited/expired

(180,000

)

0.45

—

—

Options vested and exercisable at August 31, 2024

920,000

1.06

3.25

784,476

Options granted

—

—

—

—

Options exercised

—

—

—

—

Options cancelled forfeited/expired

(100,000

)

0.22

—

—

Options vested and exercisable at August 31, 2025

$

820,000

$

1.16

2.59

$

—

In September 2008, the Board adopted the 2008 Stock Option Plan (the “2008 Plan”), which was approved by the Company’s shareholders and provided 2,000,000 shares available for grant. In 2011, 2012, and 2016, the Board adopted amendments to the 2008 Plan, approved by the shareholders, that increased the shares available for issuance under the 2008 Plan by a total of 7,000,000 shares (as amended, the “Amended 2008 Plan”). No further securities are eligible to be issued pursuant to the Amended 2008 Plan.

During the year ended August 31, 2025, the Company did not grant any stock options.

During the year ended August 31, 2024, the Company granted a total of 120,000 non -qualified , non -plan stock options, with a fair value of $39,075 on the date of grant, to a consultant. The fair value of the options was determined using the Black -Scholes option -pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk -free interest rate of 4.00%, (ii) estimated volatility of 202% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years. The Company recognized the full $39,075 as compensation expense during the year ended August 31, 2024.

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Table of Contents

TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 8 — SHAREHOLDERS’ EQUITY (cont.)

Warrants

Warrant activity for the years ended August 31, 2025 and 2024 was as follows:

Shares

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contractual

Life (In Years)

Aggregate

Intrinsic

Value

Outstanding and exercisable at August 31, 2023

—

$

—

—

$

—

Warrants granted

—

—

—

—

Warrants exercised

—

—

—

—

Warrants cancelled/forfeited/expired

—

—

—

—

Outstanding and exercisable at August 31, 2024

—

—

—

—

Warrants granted

10,980,000

0.30

4.5

—

Warrants exercised

—

—

—

—

Warrants cancelled forfeited/expired

—

—

—

—

Outstanding and exercisable at August 31, 2025

10,980,000

$

0.30

4.5

$

9,442,800

NOTE 9 — RELATED PARTIES

Certain members of our board of directors and their immediate family members participated in the Loan Agreements as further discussed in Note 6 — Convertible Notes Payable.

In December 2024, the Company acquired an ownership interest in the Carlisle Mine and related real estate from Dan Gorski, the Company’s Chief Executive Officer and a director, in consideration for a promissory note in the amount of $75,000. See Note 4 — Mineral Properties, for additional information.

During the three and twelve months ended August 31, 2025, the Company engaged a family member of a board member for consulting purposes and incurred and paid $1,500, in costs which is included in general and administrative expenses in the accompanying consolidated statements of operations.

NOTE 10 — SUBSEQUENT EVENTS

Subsequent to August 31, 2025, holders of the Company’s outstanding equity -classified warrants issued in February 2025 exercised an aggregate of 2,100,000 warrants to purchase 2,100,000 shares of the Company’s common stock at an exercise price of $0.30 per share. The Company received total cash proceeds of approximately $630,000 in connection with these warrant exercises.

Because the warrants were previously classified within shareholders’ equity, the exercises did not result in the recognition of any gain or loss in the Company’s consolidated statement of operations. The proceeds from the exercises were recorded as increases to common stock and additional paid -in capital.

Following these exercises, 8,880,000 warrants remain outstanding as of the date these financial statements were issued.

F-23

Table of Contents

TEXAS MINERAL RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2025 AND 2024

NOTE 10 — SUBSEQUENT EVENTS (cont.)

On October 15, 2025, the Company issued an aggregate of 123,132 shares of Common Stock to its directors in lieu of cash directors’ fees and on October 15, 2025, the Company issued 257,407 shares of Common Stock to a director upon a cashless exercise of a previously issued Common Stock option.

Management evaluated subsequent events through November 28, 2025, the date the financial statements were available to be issued, and determined that no other material subsequent events occurred that would require adjustment to or disclosure in the accompanying consolidated financial statements.

F-24

Table of Contents

TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

February 28,

2026

August 31,

2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

789,564

$

590,350

Marketable equity securities

2,980,265

—

Prepaid expenses and other current assets

112,745

41,460

Total current assets

3,882,574

631,810

Restricted investment

38,766

38,766

Mineral properties, net

490,606

490,606

TOTAL ASSETS

$

4,411,946

$

1,161,182

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities

$

69,756

$

50,400

Note payable, related party

75,000

75,000

Total current liabilities

144,756

125,400

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY

Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of February 28, 2026 and August 31, 2025

—

—

Common stock, par value $0.01; 100,000,000 shares authorized, 88,216,112 and 78,855,273 shares issued and outstanding as of February 28, 2026 and August 31, 2025, respectively

882,161

788,553

Additional paid-in capital

49,542,434

45,357,513

Accumulated deficit

(46,157,405

)

(45,110,284

)

Total shareholders’ equity

4,267,190

1,035,782

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

4,411,946

$

1,161,182

The accompanying notes are an integral part of these interim consolidated financial statements.

F-25

Table of Contents

TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six and Three Months Ended February 28, 2026 and February 28, 2025

(Unaudited)

Six Months Ended

Three Months Ended

2026

2025

2026

2025

OPERATING EXPENSES

Exploration costs

$

19,517

$

25,737

$

14,530

$

4,002

General and administrative expenses

542,563

411,394

296,051

200,385

Total operating expenses

562,080

437,131

310,581

204,387

LOSS FROM OPERATIONS

(562,080

)

(437,131

)

(310,581

)

(204,387

)

OTHER (EXPENSE) INCOME

Interest expense

—

(39,425

)

—

(39,425

)

Change in value of equity securities

(499,865

)

—

(499,865

)

—

Other income

14,824

5,506

9,112

1,859

Total other (expense) income

(485,041

)

(33,919

)

(490,753

)

(37,566

)

NET LOSS

$

(1,047,121

)

$

(471,050

)

$

(801,334

)

$

(241,953

)

Net loss per share:

Basic and diluted net loss per share

$

(0.01

)

$

(0.01

)

$

(0.01

)

$

(0.00

)

Weighted average shares outstanding:

Basic and diluted

81,158,463

74,587,075

81,769,868

74,732,468

The accompanying notes are an integral part of these interim consolidated financial statements.

F-26

Table of Contents

TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Six Months Ended February 28, 2026 and February 28, 2025

(Unaudited)

Preferred Stock

Common stock

Additional

Paid-in

Capital

Accumulated

Deficit

Total

Shares

Amount

Shares

Amount

Balance at August 31, 2025

—

$

—

78,855,273

$

788,553

$

45,357,513

$

(45,110,284

)

$

1,035,782

Stock based compensation

—

—

123,132

1,231

85,769

—

87,000

Common stock issued upon cashless exercise of options

—

—

257,407

2,574

(2,574

)

—

—

Common stock issued upon exercise of options and warrants

—

—

2,100,000

21,000

609,000

—

630,000

Net loss

—

—

—

—

—

(245,787

)

(245,787

)

Balance at November 30, 2025

—

—

81,335,812

813,358

46,049,708

(45,356,071

)

1,506,995

Stock based compensation

—

—

111,729

1,117

80,282

—

81,399

Common stock issued upon cashless exercise of options and warrants

—

—

6,768,571

67,686

(67,686

)

—

—

Contribution of marketable equity securities

—

—

—

—

3,480,130

—

3,480,130

Net loss

—

—

—

—

—

(801,334

)

(801,334

)

Balance at February 28, 2026

—

$

—

88,216,112

$

882,161

$

49,542,434

$

(46,157,405

)

$

4,267,190

Balance at August 31, 2024

—

$

—

74,343,826

$

743,439

$

43,297,421

$

(43,177,031

)

$

863,829

Stock based compensation

—

—

244,599

2,446

50,391

—

52,837

Net loss

—

—

—

—

—

(229,097

)

(229,097

)

Balance at November 30, 2024

—

—

74,588,425

745,885

43,347,812

(43,406,128

)

687,569

Stock based compensation

—

—

244,599

2,446

48,224

—

50,670

Issuance of detachable warrants

—

—

—

—

746,133

—

746,133

Net loss

—

—

—

—

—

(241,953

)

(241,953

)

Balance at February 28, 2025

—

$

—

74,833,024

$

748,331

$

44,142,169

$

(43,648,081

)

$

1,242,419

F-27

Table of Contents

TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended February 28, 2026 and February 28, 2025

(Unaudited)

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(1,047,121

)

$

(471,050

)

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

168,399

103,507

Accretion of debt discount

—

39,425

Change in value of equity securities

499,865

—

Changes in current assets and liabilities:

Prepaid expenses and other current assets

(71,285

)

14,697

Accounts payable and accrued liabilities

19,356

7,176

Net cash used in operating activities

(430,786

)

(306,245

)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of restricted investment

—

(37,600

)

Net cash used in investing activities

—

(37,600

)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from exercise of common stock options and warrants

630,000

—

Proceeds from convertible notes and detachable warrants

—

1,098,000

Net cash provided by financing activites

630,000

1,098,000

NET CHANGE IN CASH AND CASH EQUIVALENTS

199,214

754,155

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

590,350

428,197

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

789,564

$

1,182,352

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid

$

—

$

—

Taxes paid

$

—

$

—

NON-CASH INVESTING AND FINANCING ACTIVITIES

Mineral properties acquired under note payable, related party

$

—

$

75,000

Issuance of detachable warrants and discount on convertible notes

$

—

$

746,133

Contribution of marketable equity securities

$

3,480,130

$

—

The accompanying notes are an integral part of these interim consolidated financial statements.

F-28

Table of Contents

Texas Mineral Resources Corp.

Notes to Interim Consolidated Financial Statements

February 28, 2026

(Unaudited)

NOTE 1 — GENERAL

Exploration-Stage Company

Since January 1, 2009, Texas Mineral Resources Corp. (“we”, “us”, “our”, the “Company”) has been classified as an “exploration stage” company for purposes of Regulation S -K Item 1300 of the U.S. Securities and Exchange Commission (“SEC”). Under SEC Regulation S -K Item 1300, companies engaged in significant mining operations are classified into three categories, referred to as “stages” — exploration, development, and production. Exploration stage includes all companies that do not have established reserves in accordance with Item 1300. Such companies are deemed to be “in the search for mineral deposits.” Notwithstanding the nature and extent of development -type or production -type activities that have been undertaken or completed, a company cannot be classified as a development or production stage company unless it has established reserves in accordance with Item 1300.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Texas Mineral Resources Corp. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the SEC, and should be read in conjunction with the audited financial statements and notes thereto contained in our annual report on Form 10 -K , for the year ended August 31, 2025, dated November 28, 2025, as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended August 31, 2025, as reported in our annual report on Form 10 -K , have been omitted.

Principles of Consolidation

The consolidated financial statements include the accounts of Texas Mineral Resources Corp., its wholly -owned subsidiary Standard Silver Corp. and its proportionate interest in the assets, liabilities, and operations of Round Top Mountain Development Company, LLC (“Round Top” or “RTMD”). All significant intercompany balances and transactions have been eliminated.

Going Concern

These financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit from inception through February 28, 2026, of approximately $46,157,000 and has yet to achieve profitable operations, and projects further losses in the development of its business.

At February 28, 2026, the Company had a working capital surplus of approximately $3,738,000, however the Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should we be unable to continue as a going concern.

We do not have sufficient cash on hand to fund our portion of the Round Top budget, being our portion of the Round Top cash calls, during our current fiscal year. We believe we have sufficient capital to fund our estimated general and administrative expenses through August 31, 2026. Failure by the Company to fund required cash calls to Round Top during the twelve -month period from the issuance date of these financial statements would result in dilution to its membership interest in Round Top, which is 18.505% at February 28, 2026. Accordingly, the Company may be required to raise additional capital to fund its Round Top cash call obligations during the fiscal year ending August 31, 2026 and there can be no assurance that the Company will be able to raise the necessary capital to fund

F-29

Table of Contents

Texas Mineral Resources Corp.

Notes to Interim Consolidated Financial Statements

February 28, 2026

(Unaudited)

NOTE 1 — GENERAL (cont.)

its cash calls if it elects not to dilute its membership interest in lieu of funding the cash calls. Based on these factors, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of these financial statements.

Segment Reporting

In accordance with ASC Topic 280 — “Segment Reporting (ASC 280)” the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any material intra -segment sales and transfers of assets. The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (the “CEO”). The CEO, with the Chief Financial Officer assesses the performance and makes operating decisions of the Company on a consolidated basis, based on the Company’s net increase/decrease in shareholder’s equity resulting from operations (“net income”/“net loss”). Company assets are not reviewed by the CODM at a different asset level or category, but at the consolidated level. As the Company’s operations are comprised of a single operating segment, the segment assets are reflected on the accompanying Consolidated Balance Sheets as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statement of Operations.

NOTE 2 — JOINT VENTURE ARRANGEMENTS

The Company accounts for its interest in RTMD using the proportionate consolidation method, which is an exception available to entities in the extractive industries, thereby recognizing its pro -rata share of the assets, liabilities, and operations of RTMD in the appropriate classifications in the financial statements.

NOTE 3 — MINERAL PROPERTIES

The following discussion under “— RTMD Mineral Properties” provides a history of the ownership and obligations of the Round Top Project, of which we, as of February 28, 2026, held a 18.505% proportionate interest and USA Rare Earth, Inc. (“USAR”) held an 81.495% proportionate interest.

RTMD Mineral Properties

Au g ust 2010 Lease

On August 17, 2010, the Company executed a new mining lease with the Texas General Land Office covering Sections 7 and 18 of Township 7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the Texas General Land Office provides for the right to explore, produce, develop, mine, extract, mill, remove, and market rare earth elements, all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years and so long thereafter as minerals are produced in paying quantities.

Under the terms of the lease, Round Top is obligated to pay the State of Texas a total lease bonus of $142,518. The Company paid $44,718 upon the execution of the lease, and Round Top will be required to pay the remaining $97,800 upon submission of a supplemental plan of operations to conduct mining. Upon the sale of any minerals removed from the Round Top Project, Round Top will pay the State of Texas a $500,000 minimum advance royalty. Thereafter, if paying quantities of minerals are obtained, Round Top will be required to pay the State of Texas a production royalty equal to eight percent of the market value of uranium and other fissionable materials removed and

F-30

Table of Contents

Texas Mineral Resources Corp.

Notes to Interim Consolidated Financial Statements

February 28, 2026

(Unaudited)

NOTE 3 — MINERAL PROPERTIES (cont.)

sold from the Round Top Project and six and one quarter percent of the market value of all other minerals removed and sold. If paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule:

Per Acre

Amount

Total

Amount

September 2, 2025 – 2029

200

178,873

In August 2025, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $178,873.

November 2011 Lease

On November 1, 2011, the Company executed a mining lease with the State of Texas covering approximately 90 acres of land that is adjacent to the August 2010 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $20,700 upon the execution of the lease. Upon the sale of minerals removed from the Round Top Project, Round Top will be required to pay the State of Texas a $50,000 minimum advance royalty. Thereafter, if paying quantities of minerals are obtained, Round Top will be required to pay the State of Texas a production royalty equal to eight percent of the market value of uranium and other fissionable materials removed and sold from the Round Top Project and six and one quarter percent of the market value of all other minerals. If paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule:

Per Acre

Amount

Total

Amount

November 1, 2025 – 2029

200

18,000

In August 2025, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $18,000.

March 2013 Lease

On March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife and Range Foundation (since renamed the Rio Grande Foundation) for $500,000 cash and 1,063,830 shares of common stock valued at $500,000. The Company also agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation efforts within the Rio Grande Basin. The West Lease comprises approximately 54,990 acres. The purchase of the surface lease provides unrestricted surface access for the potential development and mining of the Round Top Project.

October 2014 Surface Option and Water Lease

On October 29, 2014, the Company announced the execution of agreements with the Texas General Land Office securing the option to purchase the surface rights covering the potential Round Top project mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers approximately 5,670 acres over the mining lease. Round Top may exercise the option for all or part of the option acreage at any time during the sixteen -year  primary term of the mineral lease. The option can be maintained through annual payments of $10,000. The purchase price will be the appraised value of the surface at the time of option exercise. All annual payments have been made as of the date of this filing.

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Table of Contents

Texas Mineral Resources Corp.

Notes to Interim Consolidated Financial Statements

February 28, 2026

(Unaudited)

NOTE 3 — MINERAL PROPERTIES (cont.)

The ground water lease secures the right to develop the ground water within a 13,120 -acre lease area located approximately 4 miles from the Round Top deposit. The lease terms include an annual minimum production payment of $5,000 prior to production of water for the operation. After initiation of production Round Top will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater. This lease remains in effect so long as the mineral lease is in effect.

Other Mineral Properties

Potential Santa Fe Gold Corporation / Alhambra Project

In November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation (“Santa Fe”). Under the option agreement, the Company has the right to pursue a joint venture arrangement with Santa Fe to jointly explore and develop a target silver property to be selected by the Company among patented and unpatented mining claims held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement, if any, is subject to the successful outcome of a multi -phase exploration plan leading to a bankable feasibility study to be undertaken in the near future by the Company and there can be no assurance that any joint venture agreement will be completed. Under the contemplated terms of the proposed joint venture agreement, the Company would be project operator and initially own 50.5% of the joint venture while Santa Fe would initially own 49.5%. Additional terms of the joint venture are to be negotiated between the Company and Santa Fe in the future.

Under the terms of the option agreement, the Company plans to conduct a district -wide evaluation among the patented and unpatented claims held by Santa Fe, as well as the area of interest, consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. Based on the district -wide evaluation, the Company would designate a “project area or areas,” the size or sizes of which will be decided at the time, and commence development work. The property covered in the option agreement is approximately 1,600 acres and covers approximately 75% of the Black Hawk Mining District. The area to be studied also includes a two -mile radius “area of interest.” The term of the option is for so long as the Company continues to conduct exploration activities in the Project Area (although there can be no assurance that the Company will continue to conduct exploration activities in any future period, due to lack of financial resources or otherwise) and can be exercised on 60 days’ notice to Santa Fe. During the term of the option and subject to limited exceptions, Santa Fe has agreed not to transfer any portion of its patented and unpatented mining claims within the Black Hawk Mining District without granting the Company the right of first refusal.

Carlise Mine

In December 2024, Dan Gorski, our chief executive officer and a director, assigned all of his ownership interest in the Carlisle mine and related real estate to a wholly -owned subsidiary of the Company in consideration for a $75,000 promissory note, without interest, due and payable by the Company upon demand, secured by the property conveyed. Mr. Gorski acquired this property for $75,000 in 2022. The Carlisle mine and related real estate consist of the following:

•          Carlisle Millsite, patent No. 280, described as Section   12, township 17S, range 21W, comprising 5.00 acres, more or less;

•          Homestead Lode, patent No. 283, described as Section   12, township 17S, range 21W, comprising 17.91 acres, more or less;

•          Columbia Lode, patent No. 284, Described as Section   12, township 17S, range 21W, comprising 19.46 acres, more or less; and

F-32

Table of Contents

Texas Mineral Resources Corp.

Notes to Interim Consolidated Financial Statements

February 28, 2026

(Unaudited)

NOTE 3 — MINERAL PROPERTIES (cont.)

•          Carlisle Lode, patent No. 279, described as Section   01, township 17S, range 21W, compromising 20.660 acres, more or less.

See Note 7 — Subsequent Events, for additional information.

NOTE 4 — RECLAMATION

In connection with a Minimum Impact Exploration Permit No. GR094EM issued by the New Mexico Mining and Minerals Division, the Company was required to provide an irrevocable standby letter of credit as financial support for reclamation costs. As of both February 28, 2026 and August, 31, 2025, there were $38,766 of outstanding letters of credit. The Company has legally pledged a certificate of deposit in the amount of $38,766, which is included in non -current restricted investments, for purposes of settling reclamation obligations that may become due.

NOTE 5 — SHAREHOLDERS’ EQUITY

The Company’s authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share.

All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non -cumulative vote per share in all matters to be voted upon by shareholders. Shares of common stock have no pre -emptive , subscription, conversion or redemption rights and may be issued only as fully paid and non- assessable shares. Holders of common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Company’s Board of Directors (the “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Company, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding.

In February 2025, pursuant to the closing of $1,098,000 of debt financing in accordance with loan agreements, the Company issued unsecured promissory notes in the principal amount of $1,098,000 (which notes were converted in full into 3,660,000 shares of common stock in August 2025) and, as additional consideration for effecting the loans, the Company issued five -year warrants to purchase an aggregate of up to 10,980,000 shares of common stock. During the six months ended February 28, 2026, (i) holders exercised warrants to purchase 2,100,000 shares of the Company’s common stock at an exercise price of $0.30 per share (resulting in the Company receiving aggregate cash consideration of $630,000) and (ii) holders of warrants to purchase 8,880,000 shares of common stock exercised these warrants on a cashless, net issuance exercise basis and were issued 6,187,472 shares of common stock. As of February 28, 2026, no warrants issued in connection with the February 2025 transaction remain outstanding.

Because the warrants were previously classified within shareholders’ equity, the exercises (both on a cash and cashless basis) did not result in the recognition of any gain or loss in the Company’s consolidated statements of operations. The exercises were recorded as increases to common stock and additional paid -in capital.

On October 15, 2025, the Company issued an aggregate of 123,132 shares of common stock related to director fees earned and expensed during the year ended August 31, 2025.

During the quarter ended November 30, 2025, a total of 500,000 common stock options were exercised on a cashless basis into 257,407 shares of common stock. The common stock options had exercise prices of $1.31.

During the quarter ended November 30, 2025, the Company recognized stock compensation and a corresponding charge to additional paid -in capital in the amount of $87,000 for director’s fees earned during the quarter. The Company issued the related 111,729 shares of common stock in January 2026.

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Table of Contents

Texas Mineral Resources Corp.

Notes to Interim Consolidated Financial Statements

February 28, 2026

(Unaudited)

NOTE 5 — SHAREHOLDERS’ EQUITY (cont.)

In February, 2026, the Company entered into an option redemption -exchange agreement with a consultant whereby the consultant’s options to purchase 340,000 shares of Company common stock at an exercise price of $1.97 per share, issued by the Company to consultant in accordance with a consulting agreement dated August 31, 2013, as subsequently amended, were redeemed in full by the Company in exchange for the issuance by the Company of 45,250 shares of Company common stock.

During the quarter ended February 28, 2026, the Company recognized stock compensation and a corresponding charge to additional paid -in capital in the amount of $81,399 for director’s fees earned during the quarter. The Company issued the related 123,581 shares of common stock in March 2026.

NOTE 6 — RELATED PARTIES

In December 2024, the Company acquired an ownership interest in the Carlisle mine and related real estate from Dan Gorski, the Company’s chief executive officer and a director, in consideration for a promissory note in the amount of $75,000. See Note 3 — Mineral Properties and Note 7 — Subsequent Events, for additional information.

On January 12, 2026, Mr. Gorski (chief executive officer and director of the Company) assigned to the Company 157,686 shares of USAR common stock that were previously issued by USAR to Mr. Gorski, originally as an award of incentive units granted by USAR to Mr. Gorski in May 2020 and subsequently such award of incentive units automatically converted into USAR common stock in connection with the closing of the USAR business combination in March 2025 (“Business Combination”), for his personal services rendered with respect to advancing the Round Top project. These shares of USAR common stock, when issued to Mr. Gorski as an award of incentive units in May 2020, had nominal value. As the result of USAR completing its Business Combination, its shares of common stock commenced trading on The Nasdaq Stock Market LLC and, as such, the market value of the USAR shares transferred to the Company by Mr. Gorski, based on that closing price on the date the shares were actually received by the Company (a level 1 input), was approximately $3,480,000 and was recorded as additional paid -in capital. At February 28, 2026, these shares were marked to market and had a value of approximately $2,980,000 with an unrealized loss of approximately $500,000 recognized as an other (expense) in the consolidated statements of operations for the three and six months ended February 28, 2026.

NOTE 7 — SUBSEQUENT EVENTS

Entry into Merger Agreement

As previously announced in an 8 -K filing with the SEC on March 5, 2026, the Company entered into an Agreement and Plan of Merger dated March 4, 2026 (“Merger Agreement”) with USAR, Hamer Merger Sub, Inc., a wholly owned subsidiary of USAR (“Merger Sub 1”), and Hamer Merger Sub, LLC, a wholly owned subsidiary of USAR (“Merger Sub 2”). Pursuant to the Merger Agreement, the Company will enter into a series of mergers with Merger Sub 1 and Merger Sub 2 that will result in the business of the Company being held by a wholly owned subsidiary of USAR, and the common stock of the Company being converted into the right to receive the merger consideration described below (“Transaction”).

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions found in the Merger Agreement, the following steps will occur as part of a single integrated transaction on the closing date of the Merger (“Closing”).

(a)       Merger Sub 1 will merge with and into the Company (the “First Merger”), the separate existence of Merger Sub 1 will cease, and the Company will be the surviving corporation of the Merger and a wholly owned subsidiary of USAR (such entity from and after the Merger, the “Surviving Corporation”);

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Table of Contents

Texas Mineral Resources Corp.

Notes to Interim Consolidated Financial Statements

February 28, 2026

(Unaudited)

NOTE 7 — SUBSEQUENT EVENTS (cont.)

(b)      the Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger”), the separate existence of the Surviving Corporation will cease, and Merger Sub 2 will be the surviving company of the Merger and a wholly owned subsidiary of USAR that holds all of the assets of the Company;

(c)       all of the issued and outstanding shares of Company common stock prior to the effective time of the First Merger will be converted into the right to receive a fraction of a share of common stock of USAR determined as described below; and

(d)      USAR will issue to the holders of Company common stock an aggregate of 3,823,328 shares of USAR common stock pro rata according to the number of shares of Company common stock owned.

Under the Merger Agreement, each share of Company common stock that is issued and outstanding immediately prior to the effective time of the First Merger shall automatically be cancelled and cease to exist in exchange for the right to receive a fraction of a newly issued share of USAR common stock, equal to the total number of shares of Company common stock outstanding on the Closing divided by the 3,823,328 shares of USAR common stock being issued in the Transaction.

Our board of directors has approved and declared advisable the Merger Agreement and the Transaction and resolved to recommend that our stockholders approve the Merger Agreement, the Transaction and related matters.

In connection with the execution of the Merger Agreement, the Company and USAR entered into a voting and support agreement (each, a “Voting and Support Agreement”) with each member of the Company’s board of directors and each of the Company’s executive officers. Pursuant to the Voting and Support Agreements, among other things, all of the Company’s directors and executive officers agreed to vote all of their shares of Company common stock in favor of the various proposals related to the Transaction and the Merger Agreement and any other matters necessary or reasonably requested by USAR for consummation of the Transaction and against any action reasonably expected to impede, delay or materially and adversely affect the Transaction.

The Merger Agreement contains customary representations, warranties and covenants as well as conditions to Closing. One of the Closing conditions is that the Carlisle mine and related real estate is transferred to Mr. Gorski at or prior to Closing in consideration for the cancellation and discharge of the $75,000 promissory note owed by the Company to Mr. Gorski. Additionally, the Merger Agreement provides for termination rights and sets forth a termination fee equal to $3,250,000 owed by the Company to USAR under certain circumstances.

Sale of USAR Common Stock

On March 10, 2026, the Company sold its 157,686 shares of USAR common stock, assigned by Mr. Gorski to the Company on January 12, 2026, for total net proceeds of $2,999,000.

Other

Management evaluated subsequent events through April 14, 2026, the date the financial statements were available to be issued, and determined that no other material subsequent events occurred that would require adjustment to or disclosure in the accompanying consolidated financial statements.

F-35

Table of Contents

Annex A

Dated March 4, 2026

Agreement and Plan of Merger

among

Texas Mineral Resources Corp.

as Company,

USA Rare Earth, Inc.

as Parent,

Hamer Merger Sub, Inc.

as First Merger Sub,

and

Hamer Merger Sub, LLC

as Second Merger Sub

Table of Contents

Table of Contents

Annex A

Page Nos.

ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME

A-2

Section 1.01

The Mergers.

A-2

Section 1.02

Closing

A-2

Section 1.03

Effective Time

A-2

Section 1.04

Effect of the Mergers.

A-3

ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING CORPORATION and the Surviving Company

A-3

Section 2.01

The Certificate of Incorporation of the Surviving Corporation; the Cer tificat e of Formation of the Surviving Company

A-3

Section 2.02

The Bylaws; Limited Liability Company Agreement

A-3

ARTICLE III DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION and the surviving Company

A-3

Section 3.01

Directors

A-3

Section 3.02

Officers

A-4

ARTICLE IV EFFECT OF THE MERGERs ON Securities; EXCHANGE OF CER TIFICATE S

A-4

Section 4.01

Effect on Securities

A-4

Section 4.02

Exchange of Company Shares

A-4

Section 4.03

Appraisal Rights

A-7

Section 4.04

Adjustments

A-7

Section 4.05

Termination of Company Stock Plan

A-8

Section 4.06

Withholdings

A-8

Section 4.07

Tax Treatment of the Mergers

A-8

ARTICLE V REPRESENTATIONS AND WARRANTIES

A-8

Section 5.01

Representations and Warranties of the Company

A-8

Section 5.02

Representations and Warranties of Parent and Merger Subs

A-23

ARTICLE VI COVENANTS

A-29

Section 6.01

Interim Operations

A-29

Section 6.02

Acquisition Proposals

A-32

Section 6.03

Proxy Filing; Information Supplied

A-35

Section 6.04

Stockholders Meeting

A-36

Section 6.05

Filings; Other Actions; Notification

A-37

Section 6.06

Access and Reports

A-38

Section 6.07

Stock Exchange Listing and Delisting

A-38

Section 6.08

Publicity

A-38

Section 6.09

Expenses

A-39

Section 6.10

Indemnification; Directors’ and Officers’ Insurance

A-39

Section 6.11

Other Actions by the Company and Parent

A-40

Section 6.12

Litigation

A-41

Section 6.13

Obligations of Merger Subs

A-41

Section 6.14

Tax Matters

A-41

Annex A-i

Table of Contents

Annex A

Page Nos.

ARTICLE VII CONDITIONS

A-41

Section 7.01

Conditions to Each Party’s Obligation to Effect the Mergers

A-41

Section 7.02

Conditions to Obligations of Parent and Merger Subs

A-42

Section 7.03

Conditions to Obligations of the Company

A-43

ARTICLE VIII TERMINATION

A-43

Section 8.01

Termination by Mutual Consent

A-43

Section 8.02

Termination by Either Parent or the Company

A-43

Section 8.03

Termination by the Company

A-44

Section 8.04

Termination by Parent

A-44

Section 8.05

Effect of Termination and Abandonment

A-44

ARTICLE IX MISCELLANEOUS AND GENERAL

A-45

Section 9.01

Survival

A-45

Section 9.02

Modification or Amendment

A-46

Section 9.03

Waiver of Conditions

A-46

Section 9.04

Counterparts

A-46

Section 9.05

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPE CIFIC  PERFORMANCE; REMEDIES

A-46

Section 9.06

Notices

A-47

Section 9.07

Entire Agreement

A-48

Section 9.08

No Third Party Beneficiaries

A-48

Section 9.09

Severability

A-48

Section 9.10

Interpretation; Construction

A-48

Section 9.11

Assignment

A-49

Section 9.12

Company Disclosure Letter

A-49

Section 9.13

Parent Disclosure Letter

A-50

ARTICLE X CERTAIN DEFINITIONS

A-50

Section 10.01

Definitions

A-50

Exhibits

Exhibit A

Form of Certificate of Merger

Exhibit B

Surviving Corporation Certificate of Incorporation

Exhibit C

Form of Second Step Certificate of Merger

Exhibit D

Surviving Company Certificate of Formation

Annex A-ii

Table of Contents

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (as the same may be amended from time to time in accordance with its terms, this “ Agreement ”), dated as of March 4, 2026, is by and among Texas Mineral Resources Corp., a Delaware corporation (the “ Company ”), USA Rare Earth, Inc., a Delaware corporation (“ Parent ”), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ First Merger Sub ”), and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“ Second Merger Sub ” and together with First Merger Sub, the “ Merger Subs ” and each a “ Merger Sub ”). The Company, Parent and each of the Merger Subs are each referred to herein as a “ Party ” and collectively, the “ Parties .”

RECITALS

WHEREAS, Parent desires to acquire the Company on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, each of the Merger Subs was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has not conducted any business, other than organizational matters, prior to the date hereof and has no, and prior to the Effective Time will conduct no business and will have no, assets, liabilities or obligations of any nature other than those incidental to its formation or incorporation, as applicable, or pursuant to this Agreement and the Mergers (as defined below);

WHEREAS, in furtherance of such acquisition of the Company by Parent, and on the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the “ DGCL ”), First Merger Sub shall be merged with and into the Company (the “ First Merger ”), with the Company surviving the First Merger as a wholly owned Subsidiary of Parent, and each outstanding Company Share (other than Excluded Shares) shall be converted into the right to receive the Merger Consideration on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Parties intend that, as a second step in a single integrated transaction with the First Merger and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”), that the Surviving Corporation (as defined below) be merged with and into Second Merger Sub (the “ Second Merger ” and together with the First Merger, the “ Mergers ”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of Parent;

WHEREAS, the Board of Directors of the Company (the “ Company Board ”) has (a) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (b) approved this Agreement and the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (the “ Transactions ”), including the Mergers, (c) resolved, on the terms and subject to the conditions set forth in this Agreement, to submit this Agreement to the Company’s stockholders for consideration at a meeting of Company’s stockholders and (d) resolved, on the terms and subject to the conditions set forth in this Agreement, to recommend that the holders of Company Shares adopt this Agreement;

WHEREAS, the Board of Directors of Parent (the “ Parent Board ”), the Board of Directors of First Merger Sub (the “ First Merger Sub Board ”), each have unanimously (a) determined that it is in the best interests of Parent and each Merger Sub, respectively, and declared it advisable, to enter into this Agreement and (b) approved this Agreement and the execution, delivery and performance of this Agreement by Parent and each Merger Sub, respectively, and the consummation by Parent and the Merger Subs, respectively, of the Transactions, including the Mergers; and

WHEREAS, concurrently with the execution of this Agreement, and as a condition of, and inducement to, the willingness of Parent to enter into this Agreement, each member of the Company Board and each executive officer of the Company have entered into agreements to vote in favor of the Transactions with Parent (the “ Voting and Support Agreements ”);

WHEREAS, the Parties desire and intend that, for U.S. federal income tax purposes, the Mergers, taken together, will be treated as an integrated transaction, described in Rev. Rul. 2001-46, 2001-2 C.B. 321, that qualifies as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code (the “ Intended Tax Treatment ”); and

Annex A-1

Table of Contents

WHEREAS, the Company, Parent and each Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, IT IS AGREED: in consideration of the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

ARTICLE I

THE MERGER; CLOSING; EFFECTIVE TIME

Section 1.01 The Mergers.

(a) On the terms and subject to the satisfaction or waiver, as applicable, of the conditions set forth in this Agreement and in accordance with Section 251 the DGCL, at the Effective Time, First Merger Sub shall be merged with and into the Company and the separate corporate existence of First Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the First Merger (the “ Surviving Corporation ”) and a wholly owned Subsidiary of Parent, and the separate corporate existence of the Company with all of its property, rights, privileges, immunities, powers, franchises and authority shall continue unaffected by the First Merger, except as set forth in Article II .

(b) As part of a single integrated plan, promptly following the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the Delaware LLC Act, the Surviving Corporation shall be merged with and into Second Merger Sub and the separate corporate existence of the Surviving Corporation shall thereupon cease. Second Merger Sub shall be the surviving company in the Second Merger (the “ Surviving Company ”) and a wholly owned Subsidiary of Parent, and the separate corporate existence of Second Merger Sub with all of its property, rights, privileges, immunities, powers, franchises and authority shall continue unaffected by the Second Merger, except as set forth in Article II .

Section 1.02 Closing . Unless otherwise mutually agreed in writing between the Company and Parent, the closing for the First Merger (the “ Closing ”) shall be effected by the electronic exchange of signatures by electronic transmission or, if such exchange is not practicable, such Closing shall take place at the offices of White & Case LLP, 1221 Avenue of the Americas, New York, NY 10020, at 10:00 A.M. (Eastern Time) on the fifth (5 th ) Business Day following the day on which the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject to the fulfillment or waiver of those conditions) is satisfied or waived by the Party entitled to the benefit thereof in accordance with this Agreement or at such other time, location or date as Parent and the Company shall mutually agree in writing. The date on which the Closing actually takes place is referred to as the “ Closing Date ”.

Section 1.03 Effective Time .

(a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company and Parent will cause a Certificate of Merger substantially in the form attached hereto as Exhibit A (the “ Certificate of Merger ”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL, and make any other filings, recordings or publications required to be made by the Company or First Merger Sub under the DGCL. The First Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as the Company and Parent shall agree in writing and such time shall be specified in the Certificate of Merger (the “ Effective Time ”).

(b) Promptly after the Effective Time, Second Merger Sub shall file a Certificate of Merger substantially in the form attached hereto as Exhibit C (the “ Second Step Certificate of Merger ”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 264 of the DGCL and Section 18-209 of the Delaware LLC Act, and make any other filings, recordings or publications required to be made by the Surviving Corporation or Second Merger Sub under the DGCL and Delaware LLC Act. The Second Merger shall become effective at the time when the Second Step Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as the Company and Parent shall agree in writing and such time shall be specified in the Second Step Certificate of Merger (the “ Second Effective Time ”).

Annex A-2

Table of Contents

Section 1.04 Effect of the Mergers.

(a) The First Merger shall have the effects set forth in this Agreement and the relevant provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers, franchises and authority of the Company and First Merger Sub shall vest in the Surviving Corporation and all debts, liabilities and duties of the Company and First Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

(b) The Second Merger shall have the effects set forth in this Agreement and in the relevant provisions of the DGCL and the Delaware LLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all of the property, rights, privileges, immunities, powers, franchises and authority of the of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Company and all debts, liabilities, and duties of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Company.

ARTICLE II

ORGANIZATIONAL DOCUMENTS

OF THE SURVIVING CORPORATION and the Surviving Company

Section 2.01 The Certificate of Incorporation of the Surviving Corporation; the Certificate of Formation of the Surviving Company .

(a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall, at the Effective Time, be amended and restated in its entirety to read as set forth in Exhibit B (the “ Charter ”) (and shall, by virtue of the First Merger, and without any further action by Parent, the Company, or Merger Sub, be the certificate of incorporation of the Surviving Corporation from and after the Effective Time), until thereafter amended as provided therein or by applicable Law.

(b) The certificate of formation of Second Merger Sub as in effect immediately prior to the Second Effective Time shall, at the Second Effective Time, be amended and restated in its entirety to read as set forth in Exhibit D (the “ Certificate of Formation ”) (and shall, by virtue of the Second Merger, and without any further action by Parent, the Company, or Merger Subs, be the certificate of formation of the Surviving Company from and after the Second Effective Time), until thereafter amended as provided therein or by applicable Law.

Section 2.02 The Bylaws; Limited Liability Company Agreement .

(a) The Parties shall take all actions necessary so that the bylaws of the Company as in effect immediately prior to the Effective Time shall, at the Effective Time, be amended and restated in their entirety to be in the form of the bylaws of First Merger Sub in effect immediately prior to the Effective Time (the “ Bylaws ”).

(b) The Parties shall take all actions necessary so that the limited liability company agreement of Second Merger Sub as in effect immediately prior to the Second Effective Time shall, at the Second Effective Time, be amended and restated in its entirety to be in the form of the limited liability company agreement of Second Merger Sub in effect immediately prior to the Second Effective Time (the “ LLCA ”), except that all references to Second Merger Sub’s name shall be replaced by references to “DyTb, LLC”, until thereafter amended as provided therein or by applicable Law.

ARTICLE III

DIRECTORS AND OFFICERS

OF THE SURVIVING CORPORATION and the surviving Company

Section 3.01 Directors . The Parties shall take all actions necessary so that the members of the First Merger Sub Board immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws.

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Section 3.02 Officers . The Parties shall take all actions necessary such that (a) the officers of First Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly appointed or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws; and (b) the officers of Second Merger Sub immediately prior to the Second Effective Time shall, from and after the Second Effective Time, be the officers of the Surviving Company until their successors have been duly appointed or until their earlier death, resignation or removal in accordance with the Certificate of Formation and the LLCA.

ARTICLE IV

EFFECT OF THE MERGERs ON Securities;

EXCHANGE OF CERTIFICATES

Section 4.01 Effect on Securities . At the Effective Time, as a result of the First Merger and without any action on the part of the holder of any capital stock of the Company or on the part of the Parties:

(a) Each share of the common stock, par value $0.01 per share, of the Company (each a “ Company Share ,” and collectively, the “ Company Shares ”) issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares, Company Shares owned by Parent, any Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent and Company Shares owned by the Company or any direct or indirect wholly owned Subsidiary of the Company, and in each case, not held on behalf of third parties (each an “ Excluded Share ”)) shall be converted into, and become exchangeable for, the right to receive that portion of a validly issued, fully paid and nonassessable Parent Share equal to the Exchange Ratio (the “ Merger Consideration ”), subject in all events to Section 4.02(f) . At the Effective Time, all of the Company Shares (other than Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and each certificate (a “ Certificate ”) formerly representing any of the Company Shares, and each uncertificated Company Share represented by book entry (each, a “ Book Entry Company Share ”), other than in each case those representing Excluded Shares, shall thereafter represent only the right to receive, without interest, (A) the Merger Consideration and (B) the right, if any, to receive (1) pursuant to Section 4.02(f)  cash in lieu of fractional Parent Shares into which such Company Shares have been converted pursuant to this Section 4.01(a)  and (2) any distribution or dividend payable pursuant to Section 4.02(d)  (if any).

(b) Each Company Share that is an Excluded Share shall be cancelled and shall cease to exist, with no consideration paid in exchange therefor.

(c) At the Effective Time, each share of common stock, par value $0.01 per share, of First Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation and such shares, collectively, shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

(d) Subject to the terms and provisions of this Agreement, at the Second Effective Time, and by virtue of the Second Merger and without any action on the part of Parent, Merger Subs or the Company or any holder of securities of Parent, Merger Subs or the Company, each share of capital stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled without any consideration therefor and each limited liability company interest of Second Merger Sub shall remain unchanged and continue to remain outstanding as a limited liability company interest in the Surviving Company.

Section 4.02 Exchange of Company Shares .

(a) At or prior to the Effective Time, Parent shall enter into an agreement in form and substance reasonably acceptable to the Company with an exchange agent selected by Parent and reasonably acceptable to the Company (the “ Exchange Agent ”) for the payment of the aggregate Merger Consideration in respect of the Company Shares in accordance with this Article IV . Promptly following the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, to be held in trust for the benefit of the holders of Company Shares, (i) the number of Parent Shares equal to the aggregate Merger Consideration (excluding any consideration pursuant to Section 4.02(f) ), (ii) any cash proceeds from the sale of fractional Parent Shares pursuant to Section 4.02(f) , and (iii) as necessary from time to time after the Effective Time, if applicable, any cash and dividends or other distributions with respect to the Parent Shares to be issued or to be paid pursuant to Section 4.02(d) , in exchange for Company Shares outstanding immediately prior to the Effective Time, deliverable upon due surrender of the Certificates (or affidavits

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of lost, stolen or destroyed Certificates in lieu thereof as provided in Section 4.02(h) ) or Book Entry Company Shares pursuant to the provisions of this Article IV (such cash, certificates for Parent Shares and evidence of Book Entry Parent Shares, together with the amount of any dividends or other distributions payable pursuant to this Article IV with respect thereto, in the aggregate, the “ Exchange Fund ”). The Exchange Agent shall invest the cash available in the Exchange Fund as directed by Parent; provided that such investments shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature and shall not affect the amounts payable to holders of Company Shares. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 4.01(a)  shall be promptly returned to Parent. The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book Entry Company Shares and shall obtain no rights or interests in the shares represented thereby.

(b) As promptly as reasonably practicable after the Effective Time but in no event later than five (5) Business Days thereafter, Parent shall instruct the Exchange Agent to mail to each holder of record of Company Shares (other than Excluded Shares) that are evidenced by Certificates or Book Entry Company Shares not held through the Depository Trust Company (“ DTC ”) (i) a letter of transmittal which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Company Shares shall pass only upon delivery of the Certificates (or affidavits of lost, stolen or destroyed Certificates in lieu of the Certificates as provided in Section 4.02(h) ) or transfer of the Book Entry Company Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Company Shares) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of lost, stolen or destroyed Certificates in lieu of the Certificates) or transferring the Book Entry Company Shares to the Exchange Agent in exchange for the Merger Consideration and any cash paid in lieu of fractional Parent Shares payable pursuant to Section 4.02(f)  and any dividends or distributions, in each case, which the holder has the right to receive pursuant to Section 4.02(d) . With respect to Book Entry Company Shares held through DTC, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the Closing Date but in no event later than five (5) Business Days thereafter, upon surrender of Company Shares (other than Excluded Shares) held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, any cash in lieu of fractional Parent Shares pursuant to Section 4.02(f)  and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement, including pursuant to Section 4.02(d) .

(c)  Procedures for Surrender .

(i) After the Effective Time, and (A) upon surrender to the Exchange Agent of Company Shares (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 4.02(h) ) in accordance with the terms of the letter of transmittal and accompanying instructions, (B) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry Company Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC, the holder of such Company Shares shall be entitled to receive in exchange therefor, and Parent and the Surviving Company shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable but in no event later than five (5) Business Days thereafter, (1) the number of Certificates of Parent Shares or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 4.01(a) , (2) any dividends or other distributions payable pursuant to Section 4.02(d) , and (3) any cash in lieu of fractional Parent Shares payable pursuant to Section 4.02(f) , if applicable.

(ii) In the event of a transfer of ownership of Company Shares that are not registered in the transfer records of the Company, the Exchange Agent may make payment of the proper amount of Merger Consideration to such transferee if (A) in the case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Company Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid

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or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. If any Parent Shares are to be delivered to a Person other than the holder in whose name any Company Shares are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Parent Shares to a Person other than the registered holder of any Company Shares, or shall establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not applicable.

(iii) No interest shall be paid or accrue on any cash payable upon surrender of the Company Shares. Any Certificate that has been surrendered shall be voided and cancelled by the Exchange Agent.

(d)  Distributions with Respect to Unexchanged Company Shares . All Parent Shares to be issued pursuant to the First Merger shall be deemed issued and outstanding as of the Effective Time and, whenever a dividend or other distribution is declared by Parent in respect of Parent Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Parent Shares constituting Merger Consideration issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Shares shall be paid to any holder of any unsurrendered Certificate or untransferred Book Entry Company Share until such Certificate (or affidavits of lost, stolen or destroyed Certificates in lieu of the Certificate as provided in Section 4.02(h) ) or Book Entry Company Share is transferred for exchange in accordance with this Article IV . Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavits of lost, stolen or destroyed Certificates in lieu of the Certificate as provided in Section 4.02(h) ) or transfer of such Book Entry Company Share that has been converted into the right to receive the Merger Consideration, there shall be issued and/or paid to the holder of the certificates representing whole Parent Shares (or as applicable, Book Entry Parent Shares) issued in exchange therefor, without interest, (i) at the time of such surrender or transfer, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Parent Shares (and not previously paid) and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole Parent Shares with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrender or transfer, as applicable.

(e)  Transfers . After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Company Shares that were outstanding immediately prior to the Effective Time. After the Effective Time, the holders of any Certificate or Book Entry Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Certificate or Book Entry Company Share is presented to the Surviving Company, Parent or the Exchange Agent for transfer, it shall be cancelled and exchanged for the aggregate Merger Consideration (and to the extent applicable, cash in lieu of fractional Parent Shares payable pursuant to Section 4.02(f)  and/or any dividends or other distributions pursuant to Section 4.02(d) ) to which the holder thereof is entitled pursuant to this Article IV .

(f)  Fractional Company Shares . Notwithstanding any other provision of this Agreement, no fractional Parent Shares will be issued and any holder of Company Shares entitled to receive a fractional Parent Share (determined after aggregating all Company Shares with respect to such holder) but for this Section 4.02(f)  shall be entitled to receive a cash payment in lieu thereof, without interest, that shall be calculated by the Exchange Agent and shall be an amount (rounded to the nearest cent) representing such holder’s proportionate interest in the cash proceeds (net of all commissions, transfer Taxes and other out-of-pocket costs and expenses of the Exchange Agent incurred in connection with such sales) from the aggregation and sale by the Exchange Agent of Parent Shares representing the fractional Parent Shares (rounded to the nearest whole share) that would otherwise be issued on behalf of all such holders that would otherwise be entitled to receive such fractional Parent Shares. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional Parent Shares. The Parties acknowledge that payment of such cash consideration in lieu of issuing fractional Parent Shares is not separately bargained-for consideration, but merely represents a mechanical rounding off in accordance with Section 155 of the DGCL for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares.

(g)  Termination of Exchange Fund . Any portion of the Exchange Fund (including the proceeds of any investments of the Exchange Fund and any Parent Shares) that remains unclaimed by the stockholders of the Company for one (1) year after the Effective Time shall, subject to applicable Law, be delivered to Parent. Any holder of Company Shares (other than Excluded Shares) who has theretofore not complied with this Article IV shall thereafter look only to Parent or the Surviving Company for delivery of any Merger Consideration (and to the extent applicable,

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cash in lieu of fractional Parent Shares payable pursuant to Section 4.02(f)  and/or any dividends or other distributions pursuant to Section 4.02(d) ), payable and/or issuable pursuant to Section 4.02 upon due surrender of their Certificates (or affidavits of lost, stolen or destroyed Certificates in lieu of the Certificates as provided in Section 4.02(h) ) or transfer of Book Entry Company Shares, in each case, without any interest thereon. Notwithstanding the foregoing, none of the Surviving Corporation, Surviving Company, Parent, Merger Subs, the Exchange Agent or any other Person shall be liable to any former holder of Company Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any portion of the Exchange Fund which remains undistributed to the holders of Company Shares immediately prior to the time at which the Exchange Fund would otherwise escheat to, or become property of, any Governmental Entity, shall, to the extent permitted by Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

(h)  Lost, Stolen or Destroyed Certificates . In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in a reasonable amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against Parent, the Exchange Agent or any of Parent’s Subsidiaries (including, the Surviving Corporation or the Surviving Company) with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration, and (to the extent applicable) any cash pursuant to Section 4.02(f)  or unpaid dividends or other distributions pursuant to Section 4.02(d) , that would have been payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

(i)  No Dividends or Distributions . No dividends or other distributions with respect to capital stock of the Surviving Corporation with a record date after the Effective Time or the limited liability company interests of the Surviving Company with a record date after the Second Effective Time will be paid to the holder of any unsurrendered Certificates or Book Entry Company Shares.

Section 4.03 Appraisal Rights . Notwithstanding anything in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Person who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Company Shares pursuant to, and who complies in all respects with, all provisions of Section 262 of the DGCL (such shares, “ Appraisal Shares ” until such time as such Person fails to perfect, effectively withdraws, waives or otherwise loses such Person’s appraisal rights under the DGCL with respect to his or her Appraisal Shares, at which time such shares shall cease to be Appraisal Shares, as applicable) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 4.01(a), but rather the holders of Appraisal Shares shall be entitled in lieu thereof only to those rights provided to Persons holding Appraisal Shares under Section 262 of the DGCL, including the right to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares as determined in accordance with and to the extent provided thereby (it being understood and acknowledged that at the Effective Time, such Appraisal Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the rights afforded by Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL with respect to Appraisal Shares, or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL with respect to any Company Shares, then the right of such holder to seek appraisal of such Company Shares shall cease and such Company Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest (and to the extent applicable, cash in lieu of fractional Parent Shares payable pursuant to Section 4.02(f) and/or any dividends or other distributions pursuant to Section 4.02(d)). Prior to the Effective Time, the Company shall give prompt notice, and in any event within two (2) Business Days of receipt, to Parent of any demands received by the Company for appraisal of any Company Shares and any withdrawals of such demands and of any other communications received by the Company pursuant to Section 262 of the DGCL, and Parent shall participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Section 4.04 Adjustments . Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Company Shares or securities convertible or exchangeable into or exercisable for Company Shares or the issued and outstanding Parent Shares or securities

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convertible or exchangeable into or exercisable for Parent Shares, shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), s plit-u p, combination, exchange of shares, readjustment, reorganization, stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, then the Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change and as so adjusted shall, from and after the date of such event, be the Merger Consideration; provided that nothing in this Section 4.04 shall be construed to permit the Company or Parent to take any of the foregoing actions with respect to its securities to the extent otherwise prohibited by the terms of this Agreement.

Section 4.05 Termination of Company Stock Plan . On or prior to the date hereof, the Company, the Company Board, or the appropriate committees of the Company Board, as applicable, have adopted any resolutions and taken, or caused to be taken, any actions which are necessary or appropriate to terminate the Company Stock Plan.

Section 4.06 Withholdings . Notwithstanding anything in this Agreement to the contrary, each of the Company, Parent, Merger Subs, the Surviving Corporation, the Surviving Company, the Exchange Agent, and any other “withholding agent” under U.S. federal, state, local or foreign Tax Law, shall be entitled to deduct and withhold from such amounts payable or otherwise deliverable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of any such payments under any provision of any applicable Law, including the Code, the Treasury Regulations or any other provision of U.S. federal Tax Law, or under any provision of state, local or foreign Tax Law. Any amount deducted or withheld pursuant to this Section 4.06 , and paid over to the appropriate Taxing Authority, shall be treated as having been paid to the Person in respect of which such deduction or withholding was made.

Section 4.07 Tax Treatment of the Mergers . For U.S. federal income tax purposes, the Mergers, taken together, are intended to qualify for the Intended Tax Treatment. The Parties hereby (i) adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations, (ii) agree to file and retain such information with respect to the Mergers as shall be required under Section 1.368-3 of the Treasury Regulations, and (iii) agree to file all Tax and other informational returns with respect to the Mergers on a basis consistent with such characterization, unless required to do otherwise pursuant to a final determination as defined in Section 1313(a) of the Code (or pursuant to any similar provision of applicable state, local or foreign Law). Each of the Parties acknowledge and agree that each such Party (a) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement and (b) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Mergers are determined not to qualify for the Intended Tax Treatment.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties of the Company . Except as set forth in the Company Reports publicly filed with the SEC on or after January 1, 2025, and no later than two (2) Business Days prior to the date of this Agreement (without giving effect to any amendment to any such Company Reports filed on or after the date that is two (2) Business Days prior to the date of this Agreement) (excluding, in each case, any disclosures set forth in any risk factor Section or in any other Section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) it being agreed that nothing disclosed in the Company Reports will be deemed to modify or qualify the representations and warranties set forth in Section 5.01(a) , Section 5.01(b) , Section 5.01(c) , Section 5.01(d)(ii) , Section 5.01(j)(iv) , Section 5.01(t)  or, subject to Section 9.12 , in the disclosure letter delivered to Parent by the Company prior to entering into this Agreement (the “ Company Disclosure Letter ”), the Company hereby represents and warrants to Parent and Merger Subs that:

(a)  Organization, Good Standing and Qualification . The Company and each Subsidiary of the Company is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, and each of the Company and its Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company and each Subsidiary of the Company is qualified or licensed to do business and is in good standing to do business as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, or to have such power or authority, would not constitute a Company Material

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Adverse Effect. The Company has, at least two (2) Business Days prior to the execution of this Agreement, made available to Parent complete and correct copies of the Company’s and its Subsidiaries’ certificates of incorporation and bylaws or comparable governing documents, each as amended to the date of this Agreement, and each as so made available is in full force and effect. The Company and its Subsidiaries are not in breach, default, or violation of their respective certificates of incorporation and bylaws or comparable governing documents in any material respect. Section 5.01(a)  of the Company Disclosure Letter contains a correct and complete list, as of the date of this Agreement, of each Subsidiary of the Company and jurisdiction where the Company and its Subsidiaries are organized, formed, or incorporated. No Subsidiary of the Company owns or has any outstanding right or interest in any Company Shares.

(b)  Capital Structure .

(i) The authorized capital stock of the Company consists of 110,000,000 shares of stock, of which 100,000,000 shall be Company Shares and 10,000,000 shall be shares of preferred stock, par value $0.001 per share (“ Company Preferred Shares ”). As of the close of business on March 2, 2026 (the “ Capitalization Date ”), (A) 88,216,112 Company Shares were issued and outstanding (not including Company Shares held in treasury), (B) no Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) no Company Shares were issued and outstanding pursuant to awards granted, or reserved and available for issuance, under the Company Stock Plan and (E) (1) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding and (2) there are no other equity interests or securities convertible into or exchangeable for Company Shares or equity awards pursuant to which Company Shares are issuable, reserved for issuance or outstanding. All issued and outstanding Company Shares are, and any additional Company Shares issued after the Capitalization Date in accordance with Section 6.01(a)  will be, duly authorized, validly issued, fully paid and non-assessable. Each of the outstanding shares of capital stock or other securities of each of the Subsidiaries of the Company is duly authorized, validly issued, fully paid and non-assessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of all Liens (other than Permitted Liens). Except as set forth above in Section 5.01(b)(i) , for changes after the date of this Agreement in compliance with Section 6.01(a)  or consented to by Parent in writing, there are no (A) shares of capital stock or other securities of, or ownership interests in, the Company or any Subsidiary of the Company, (B) securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (C) preemptive or other outstanding rights, options, warrants, subscriptions, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (1) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company or (2) obligate the Company or any Subsidiary of the Company to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company, or (D) obligations of the Company or any Subsidiary of the Company to issue, deliver, sell, repurchase, redeem or otherwise acquire or cause to be issued, delivered, sold, repurchased, redeemed, or otherwise acquired any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no dividends or distributions that have been declared by the Company. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

(ii)  Section 5.01(b)(ii)  of the Company Disclosure Letter sets forth each Subsidiary of the Company that is not wholly owned by the Company or another wholly owned Subsidiary of the Company and, in each case, the respective jurisdiction of organization, a statement of the capitalization and the name of every other equity holder (or Person holding a right to acquire equity) of such Subsidiary of the Company.

(iii)  Section 5.01(b)(iii)  of the Company Disclosure Letter sets forth a complete and correct list of each Person in which the Company or any Subsidiary of the Company holds any shares or other equity interests, other than the Subsidiaries of the Company and RT (each, a “ Company Invested Entity ”), including the portion of the equity interests of such entities held by the Company or the applicable Subsidiary of the Company, and the respective jurisdiction of incorporation or organization of each Company Invested Entity. The Company or a Subsidiary of the Company, as set forth in Section 5.01(b)(iii)  of the Company Disclosure Letter, owns, of record and beneficially, all

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shares and other equity interests in each such Person listed as owned by it in Section 5.01(b)(iii)  of the Company Disclosure Letter, free and clear of all Liens (other than Permitted Liens). Except as set forth in Section 5.01(b)(iii)  of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any (A) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person other than the Subsidiaries of the Company, or (B) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person. The Company has made available to Parent as of the date of this Agreement complete and correct copies of the organizational documents of each Company Invested Entity and all stockholders’ or similar agreements with respect to each Company Invested Entity, each as amended prior to the execution of this Agreement and each organizational documents and stockholders’ or similar agreement, as made available to Parent, is in full force and effect, and neither the Company nor any of its Subsidiaries is in material violation of any of the provisions of such organizational documents or stockholders’ or similar agreement.

(c)  Corporate Authority; Approval .

(i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other Ancillary Agreement to which it is a party and to consummate the Transactions, subject only to the adoption of this Agreement by the holders of a majority of the voting power of the issued and outstanding Company Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “ Requisite Company Vote ”). The Requisite Company Vote is the only vote of the holders of capital stock of the Company that is necessary under applicable Law, OTC rules, and the Company’s certificate of incorporation and bylaws to adopt, approve and authorize this Agreement and the Transactions. This Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by the Company and, assuming due execution and delivery by each of Parent and Merger Subs, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “ Bankruptcy and Equity Exception ”).

(ii) The Company Board has, at a meeting duly called and held, (A) approved this Agreement and declared advisable and in the best interest of its stockholders, the acquisition of the Company by Parent by means of the Mergers, and resolved subject to Section 6.02, to recommend the adoption of this Agreement to the holders of Company Shares (the “ Company Recommendation ”), (B) approved the inclusion of the Company Recommendation in the Prospectus/Proxy Statement, subject to Section 6.02 , and (C) directed that this Agreement be submitted to the holders of Company Shares for their adoption. The Company Board has taken all necessary action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement, the Ancillary Agreements or the consummation of the Transactions in the manner contemplated hereby.

(d)  Governmental Filings; No Violations; Certain Contracts, Etc.

(i) Other than the filings and/or notices (A) pursuant to Section 1.03 , (B) under any applicable national, federal, state or foreign applicable Laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purposes or effect of monopolization, lessening of competition or restraint of trade (the “ Antitrust Laws ”), the Exchange Act and the Securities Act, (C) required to be made with the OTC, and (D) under state securities, takeover and “blue sky” Laws, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any U.S. or foreign governmental or regulatory authority, agency, commission, division, department, autonomous constitutional body, instrumentality, official, ministry, organization, unit, body, court or other legislative, executive or judicial governmental entity or self-regulatory organization, including the OTC (each, a “ Governmental Entity ”), in connection with the execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party and the consummation of the Mergers and the other Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not constitute a Company Material Adverse Effect.

(ii) The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party do not, and the consummation of the Mergers and the other Transactions will not, (A) with or without notice, lapse of time or both, contravene, conflict with or result in a breach or violation of, or default under, the certificate of incorporation or bylaws of the Company or the comparable governing documents

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of any of its Subsidiaries, (B) with or without notice, lapse of time or both, constitute or result in a breach or violation of, a termination (or right of termination), a cancellation (or right of cancellation) or default under, the creation or acceleration of any obligations under, the loss or reduction of any benefits under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to (1) any Material Contract; (2) any License necessary to conduct its business as presently conducted; or (3) assuming (solely with respect to performance of this Agreement and the consummation of the Mergers and the other Transactions) compliance with the matters referred to in Section 5.01(d)(i)  and obtaining the Requisite Company Vote, any Law to which the Company or any of its Subsidiaries is subject, (C) any change in the rights or obligations of any party under any Contract binding upon the Company or any of its Subsidiaries, or (D) give rise to or result in any Person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or its Subsidiaries or any of their respective assets or properties, except, in the case of clauses (B) , (C)  or (D)  above, for any such breach, conflict, violation, termination, default, creation, acceleration, loss, Lien, right or change that would not constitute a Company Material Adverse Effect.

(e)  Company Reports; Financial Statements .

(i) The Company has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, prospectuses, registration statements, reports, schedules and documents (including exhibits and other information incorporation therein) required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2023 (the “ Applicable Date ”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments and supplements thereto, the “ Company Reports ”). Each of the Company Reports, at the time of its filing or being furnished (or in the case of a registration statement under the Securities Act, at the time such registration statement was declared effective by the SEC or in the case of proxy materials, at the time of the relevant meeting) complied, or if not yet filed or furnished, will when so filed or furnished comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the OTC or the SEC with respect to any Company Reports and none of the Company Reports (other than confidential treatment requests) is, to the Company’s Knowledge, the subject of ongoing OTC or SEC review. There are no internal investigations, or, to the Knowledge of the Company, any OTC or SEC inquiries or investigations or other governmental inquiries or investigations pending or, threatened, in each case regarding any accounting practices of the Company. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), and in the case of a registration statement under the Securities Act, at the time such registration statement was declared effective by the SEC and in the case of proxy materials, at the time of the relevant meeting, the Company Reports did not, and none of the Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will when so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company is in compliance in all material respects with the applicable listing and corporate governance standards, rules and regulations of the OTC.

(ii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the OTC and the SEC and other public disclosure documents (including auditors and the audit committee of the Company Board as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act) and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the fiscal year ended August 31, 2025. The Company maintains internal control over financial reporting (as defined in and meeting the requirements of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, as applicable, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

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financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries, as applicable, are being made only in accordance with authorizations of management and directors of the Company, and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s or any of its Subsidiaries’, as applicable, assets that could have a material effect on its financial statements. There (1) are no significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s, ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the Company Board any material weaknesses in internal control over financial reporting, (2) is not, and since the Applicable Date, has not been any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and (3) is not, and since the Applicable Date, has not been, any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. The Company has made available to Parent as of the date of this Agreement a summary of any such disclosure made by management to the Company’s independent registered public accounting firm and audit committee since the Applicable Date.

(iii) Each of the financial statements included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, comprehensive income, changes in equity and cash flows included in or incorporated by reference into the Company Reports, including any related notes and schedules, fairly presents in all material respects, the results of operations, cash flows, retained earnings (loss) and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

(iv) Neither the Company nor any of its Subsidiaries has, since the Applicable Date, received any material, written unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, and no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has, to the Knowledge of the Company, reported in writing credible evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the General Counsel, Chief Executive Officer or Chief Financial Officer of the Company.

(v) The Company Shares are listed and quoted for trading on the OTCQB and the Company has not taken any action which would reasonably be expected to result in the delisting or suspension of the Company Shares on or from OTCQB and the Company is currently in compliance in all material respects with the applicable listing, corporate governance, and other standards, rules, policies and regulations of applicable securities Laws and the standards, rules, regulations and policies of the OTCQB to which the listing and quotation for trading of the Company Shares is subject.

(f)  Absence of Certain Changes .

(i) Since August 31, 2025, except for the negotiation of, and entry into, this Agreement and the Ancillary Agreements, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of such businesses consistent with past practice in all material respects.

(ii) Since August 31, 2025, through the date of this Agreement, there has not been any Company Material Adverse Effect.

(iii) Since August 31, 2025, through the date of this Agreement, there has not been any action taken by the Company or event that would have required the consent of Parent pursuant to Section 6.01 had such covenant applied after August 31, 2025.

(g)  Litigation and Liabilities . There are no civil, criminal or administrative actions, suits, claims, charges, complaints, inquiries, audits, examinations, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries which

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would, individually or in the aggregate, reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity, except in each case for those that would not constitute a Company Material Adverse Effect. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, known or unknown, asserted or unasserted, absolute, determined, determinable or otherwise, and whether or not accrued other than: (i) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Reports; (iii) liabilities or obligations incurred in connection with the Transactions; and (iv) liabilities or obligations that would not constitute a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries, in the Company’s consolidated financial statements or the Company Reports.

(h)  Title to Assets; Sufficiency . The Company and its Subsidiaries have good and valid title to all material tangible assets owned by them as of the date of this Agreement, including all material tangible assets (other than capitalized or operating leases) reflected on the Company’s audited balance sheet in the most recent Annual Report on Form 10-K (the “ Balance Sheet ”) filed by the Company with the SEC prior to the date hereof, except for tangible assets sold or otherwise disposed of in the ordinary course of business since the date of such Balance Sheet, free and clear of all Liens other than Permitted Liens, except where such failure would not constitute a Company Material Adverse Effect. All facilities, machinery, equipment, fixtures, vehicles and other tangible personal properties and tangible assets owned, leased or used by the Company and its Subsidiaries: (i) are adequate and sufficient in all material respects for the conduct of the business of the Company and its Subsidiaries as currently conducted; and (ii) are in good operating condition, subject to normal wear and tear and reasonably fit and usable for the purposes for which they are being used.

(i)  Employee Benefits .

(i)  Section 5.01(i)(i)  of the Company Disclosure Letter sets forth an accurate and complete list, as of the date of this Agreement, of each Company Benefit Plan. No Company Benefit Plan is maintained outside of the United States for the benefit of current and former service providers of the Company or any of its Subsidiaries who are situated outside of the United States or otherwise is subject to the Laws of any Governmental Entity other than those of the United States.

(ii) With respect to each Company Benefit Plan, the Company has made available to Parent accurate and complete copies of the following items (in each case, only if applicable): (A) plan documents and all related trust agreements, insurance contacts, or other funding arrangements or other documentation embodying or governing the terms of such Company Benefit Plan; (B) written descriptions of the material terms of any Company Benefit Plans that are not set forth in writing; (C) the most recent summary plan description together with the summary or summaries of material modifications thereto; (D) the most recent financial statement and actuarial valuation report prepared in respect thereof, (E) the most recently filed Form 5500 annual report (with all applicable attachments) or other annual report required to be filed with any Governmental Entity; (F) all material, nonroutine correspondence to or from any Governmental Entity received in the last three (3) years with respect to any Company Benefit Plan; and (G) copies of the most recent IRS determination letter or opinion with respect to each such Company Benefit Plan.

(iii) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has received or is entitled to rely on a favorable determination letter or opinion to that effect from the IRS, and, to the Knowledge of the Company, no fact or event has occurred since the date of such determination letter or opinion letter from the IRS that would adversely affect the qualification of any such Company Benefit Plan.

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(iv) Except as would not constitute a Company Material Adverse Effect, (A) each Company Benefit Plan has been maintained in compliance with its terms and all applicable Laws, including ERISA and the Code, (B) there are no pending or, to the Knowledge of the Company, threatened actions, disputes, suits, claims, arbitrations or legal, administrative or governmental action against any Company Benefit Plan, any fiduciary thereof, the Company or any of its Subsidiaries (other than claims for benefits in the ordinary course), and (C) all contributions, premiums and any other payments required to be made by the Company or any of its Subsidiaries to any Company Benefit Plan have been made, or have been properly accrued for, on or before their applicable due dates.

(v) To the Knowledge of the Company none of the Company, nor any of its Subsidiaries, nor any officer of the Company or of any of its Subsidiaries nor any of the Company Benefit Plans, any trusts created thereunder or any trustee or administrator or “party in interest” or “disqualified person” with respect to a Company Benefit Plan, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject any Company Benefit Plan, the Company, any of its Subsidiaries or any officer of the Company or of any Subsidiary to any Tax or penalty on prohibited transactions imposed by such Section 4975 of the Code or to any material liability under Section 502(i) or 502(1) of ERISA.

(vi) Neither the Company nor any of its Subsidiaries has any liability in respect of, and no Company Benefit Plan provides for, post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any or its Subsidiaries (or any beneficiary thereof), other than for continuation coverage required to be provided pursuant to Section 4980B of the Code or any local applicable Laws at the retired, former, or current employee’s sole expense.

(vii) Neither the Company nor any of its Subsidiaries, nor any of their respective ERISA Affiliates, sponsors, maintains or contributes to, or has any liability with respect to, or has ever sponsored, maintained, contributed to, been required to contribute to, or had liability with respect to any Multiemployer Plan, any other “employee pension benefit plan,” as defined in Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, any “multiple employer plan” subject to Sections 4063 or 4064 of ERISA or Section 413(c) of the Code, or any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA (in all cases, whether or not subject to ERISA). No liability under Section 302 or Title IV of ERISA or Section 412 of the Code has been incurred by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full.

(viii) The execution and delivery of this Agreement, the Requisite Company Vote or other approval of this Agreement, and the consummation of the Transactions will not, either alone or in combination with another event: (A) result in the accelerated vesting or payment of, or any increase in, or in the funding (through a grantor trust or otherwise) of, any compensation or benefits to any present or former employee, consultant or director, officer or independent contractor of the Company or any of its Subsidiaries; (B) result in the entitlement of any present or former employee, consultant, director, officer or independent contractor of the Company or any of the Subsidiaries to any compensation or benefits; (C) limit or restrict the right of the Company to merge, amend or terminate any of the Company Benefit Plans; (D) result in any forgiveness of Indebtedness or obligation to fund benefits with respect to any such employee, director, officer, consultant or independent contractor of the Company or any of its Subsidiaries; or (E) directly or indirectly cause the Company or any of its Subsidiaries to transfer or set aside any assets to fund any benefits under any Company Benefit Plan.

(ix) The execution and delivery of this Agreement, the Requisite Company Vote or other approval of this Agreement, and the consummation of the Transactions will not, either alone or in combination with another event, could result in the payment, provision, or retention of any amount that could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code or be nondeductible under Section 4999 of the Code.

(x) Neither the Company nor any of its Subsidiaries has an obligation to gross-up or otherwise reimburse any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries for any Taxes or interest or penalty related thereto incurred by such individual under Section 409A of the Code, Section 4999 of the Code, or otherwise.

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(j)  Compliance with Laws .

(i) The Company and its Subsidiaries are and have at all times in the past three (3) years been in compliance with all and have not violated or defaulted under any applicable U.S. federal, state, local, territorial, municipal, provincial or foreign laws, statutes, acts, constitutions, edicts, ordinances, treaties, conventions, codes, common laws or any rules, regulations, standards, judgments, rulings, orders, writs, injunctions, decrees, arbitration awards, agency requirements, licenses or permits issued, promulgated, adopted or applied by any Governmental Entity (collectively, “ Laws ”), except for violations that would not constitute a Company Material Adverse Effect. Except with respect to regulatory matters covered by Section 6.05 , no investigation, examination, audit, review or other proceeding by any Governmental Entity with respect to the Company or any of its Subsidiaries is, to the Knowledge of the Company, pending or threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same, except, in each case, as would not constitute a Company Material Adverse Effect. Except as would not constitute a Company Material Adverse Effect, (x) the Company and its Subsidiaries, have each obtained and is in compliance with all permits, certifications, approvals, registrations, consents, decrees, classifications, waivers, approvals, authorizations, franchises, variances, exemptions, allowances, credits and orders issued or granted by a Governmental Entity (“ Licenses ”) necessary to conduct its business as presently conducted (y) the Company and its Subsidiaries have paid all fees and assessments due and payable in connection therewith, and (z) all such Licenses are valid and in full force and effect and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, and the Company and its Subsidiaries are in compliance with the terms of the Licenses, except, in each case, where such failure would not constitute a Company Material Adverse Effect.

(ii) (A) The Company, its Subsidiaries, their respective directors, officers and employees and, to the Knowledge of the Company or its Subsidiaries, their respective agents are, and at all times in the past three (3) years have been, in compliance with the Anti-Corruption Laws and the Trade Laws, (B) the Company and its Subsidiaries have developed and currently implement a compliance program that includes corporate policies and procedures designed to ensure compliance with the Anti-Corruption Laws and the Trade Laws, (C) there have been no voluntary disclosures by the Company or any of its Subsidiaries under any Anti-Corruption Law or Trade Law, (D) no Governmental Entity has notified the Company or any Subsidiary of the Company in writing of any actual or alleged violation or breach of any Anti-Corruption Law or Trade Law, (E) neither the Company nor any Subsidiary of the Company has undergone or is undergoing any audit, review, inspection, survey or examination of records or, to the Company’s Knowledge, investigation, relating to the Company’s or any such Subsidiary’s compliance with any Anti-Corruption Law or Trade Law, (F) neither the Company nor any Subsidiary of the Company nor any of their respective directors, officers, employees or, to the Company’s Knowledge, agents has been or is now under any administrative, civil or criminal charge or indictment or, to the Company’s Knowledge, investigation alleging non-compliance with the Anti-Corruption Laws or the Trade Laws, and (G) since the Applicable Date, neither the Company nor any Subsidiary of the Company nor any of their respective directors, officers, employees or, to the Company’s Knowledge, agents has been or is now a party to any administrative or civil litigation alleging noncompliance with any Anti-Corruption Law or Trade Law.

(iii) Neither the Company nor any of its Subsidiaries, nor any director, officer or employee of the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any agent or other Person acting for, on behalf of, or at the direction of the Company or any of its Subsidiaries has provided, offered, gifted or promised, directly or indirectly, anything of value to any Government Official, political party or candidate for government office, nor provided or promised anything of value to any other Person while knowing that all or a portion of that thing of value would or will be offered, given, or promised, directly or indirectly, to any Government Official, political party or candidate for government office, for the purpose of:

(A) influencing any act or decision of such official, party or candidate in his or her official capacity, inducing such official, party or candidate to do or omit to do any act in violation of their lawful duty, or securing any improper advantage for the benefit of the Company or its Subsidiaries; or

(B) inducing such official, party or candidate to use his or her influence with his or her government or instrumentality to affect or influence any act or decision of such government or instrumentality, in order to assist the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, any Person.

(iv) Neither the Company, its Subsidiaries nor any of their respective officers, managers, directors, employees or, to the Knowledge of the Company, agents or other Representatives, is a Person that is, or is owned or controlled by Persons that are, (i) the subject or target of any sanctions implemented, administered or

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enforced by the United States (including, but not limited to, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce and the U.S. Department of State), the United Nations Security Council, the European Union and any Member State of the European Union, His Majesty’s Treasury in the United Kingdom, or any other relevant sanctions authority (collectively, “ Sanctions ”), or (ii) located, organized, or resident in a country, region or territory that is the target of Sanctions (including, currently, Cuba, Iran, North Korea, Syria and the Crimea, the so-called Donetsk People’s Republic and so-called Luhansk People’s Republic Regions of Ukraine) (hereinafter, each, a “ Sanctioned Country ”). Neither the Company, its Subsidiaries nor any of their respective officers, managers, directors or, to the Knowledge of the Company, employees, agents or other Representatives is or has been, since April 24, 2019, engaged in any dealings or transactions, directly or indirectly, with or involving any Person, or in or involving any Sanctioned Country, that at the time of such dealing or transaction is or was the subject or target of Sanctions. Neither the Company, its Subsidiaries and their respective directors, officers, employees, and, to the Knowledge of the Company, consultants and Representatives has, since April 24, 2019, made any disclosure (voluntary or otherwise) with respect to an apparent or actual violation of Sanctions or Trade Laws or has been the subject of any actual or, to the knowledge of the Company, any asserted or threatened charge, claim, proceeding, action, investigation or inquiry with respect to potential or actual violations of Sanctions or Trade Laws. The Company, its Subsidiaries, and their respective officers, managers, directors, employees or, to the Knowledge of the Company, any Representatives have at all times complied with, are in compliance with, and shall remain in compliance with all applicable Sanctions and Trade Laws, and have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Sanctions and Trade Laws.

(k)  Takeover Statutes . No “fair price,” “moratorium,” “control share acquisition” or other similar a nti-take over statute or regulation (each, a “ Takeover Statute ”) or any anti-takeover provision in the Company’s certificate of incorporation or bylaws is applicable to the Company, the Company Shares, the Mergers or the other Transactions. As of the date of this Agreement, there is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Company or any of its Subsidiaries is subject, party or otherwise bound.

(l)  Environmental Matters . Except as would not constitute a Company Material Adverse Effect:

(i) In the past three (3) years, the Company and each Subsidiary of the Company has been in compliance with all Environmental Laws, which compliance includes, but is not limited to, obtaining all Licenses and other governmental authorizations required under Environmental Laws for the conduct of their respective businesses (the “ Environmental Permits ”), and complying with the terms and conditions thereof. Since the Applicable Date, (A) neither the Company nor any Subsidiary of the Company has received any written communication alleging that the Company or any Subsidiary of the Company is not in such compliance, and (B) to the Knowledge of the Company, there is no reasonable basis for the revocation, adverse modification, or non-renewal of any Environmental Permits held by the Company or any Subsidiary of the Company, or for the denial of any pending application for, or modification of the proposed terms of, any Environmental Permit necessary for the Company or any Subsidiary of the Company to operate as currently planned.

(ii) There is no Environmental Claim pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary of the Company, or to the Knowledge of the Company against any Person whose liability for any Environmental Claim the Company or any Subsidiary of the Company has retained or assumed either contractually or by operation of law.

(iii) To the Knowledge of the Company, there are no Hazardous Substances at, in, under or migrating to or from properties owned or leased by the Company or any Subsidiary or with respect to which the Company or any Subsidiary has any Mining Rights that require investigation, control, monitoring, removal, restoration, rehabilitation, reclamation or remediation under Environmental Laws.

(iv) To the Knowledge of the Company, except with respect to the matters that have been fully resolved prior to the date of this Agreement with no further liability or obligations, there are no past or present actions, activities, circumstances, facts, conditions, events or incidents, including the presence, Release or threatened Release of any Hazardous Substance, that would reasonably be expected to form the basis of any Environmental Claim against, or any liability under any Environmental Law of, the Company or any Subsidiary of the Company, or any Person whose liability the Company or any Subsidiary of the Company has retained or assumed either contractually or by operation of law.

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(v) There has been no environmental investigation, study, audit, review, or other analysis conducted since the Applicable Date prepared by or for the Company or that are otherwise in the possession, custody or control of the Company or any Subsidiary, addressing potentially material environmental liabilities with respect to any current or prior business of the Company or any Subsidiary or any property or facility now or previously owned, leased or operated by the Company or any Subsidiary which has not been made available to Parent prior to the date hereof, excluding routine environmental monitoring conducted by the Company in the ordinary course of operations.

(vi) The Company and its Subsidiaries have evaluated their respective restoration, rehabilitation, mine closure, reclamation, remediation, and other operational and post-operational obligations under Environmental Laws and applicable Environmental Permits, has complied during the past three (3) years with all requirements under Environmental Laws and applicable Environmental Permits respecting those obligations, and has sufficient financial assurance in place to satisfy those and any reasonably anticipated obligations. A true, correct, and complete list of all financial assurance mechanisms (including their amounts) posted or provided by such Company or its Subsidiaries, and currently in effect, to comply with Environmental Laws and Environmental Permits is set forth in Section 5.01(l)(vi)  of the Company Disclosure Letter. Neither such Company nor any of its Subsidiaries has received any unresolved or pending written notice from Governmental Entity indicating that such financial assurance is or may be insufficient to satisfy the requirements of Environmental Laws, applicable Environmental Permits, or any applicable closure or reclamation plans.

(m)  Taxes . Except as has not and would not constitute a Company Material Adverse Effect:

(i) The Company and each of its Subsidiaries (A) has timely filed or caused to be timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by it and all such filed Tax Returns are true, correct and complete in all respects and were prepared and filed in accordance with applicable Law; (B) has timely paid or withheld and remitted (or caused to be timely paid or withheld and remitted) all Taxes that are required to have been paid or withheld and remitted by it in respect of its income, assets, properties or otherwise, as applicable, other than Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP; and (C) does not have in effect any waiver or extension of any statute of limitations with respect to Taxes or any waiver or extension of time with respect to a Tax assessment or deficiency and no request for any such waiver or extension is currently pending.

(ii) There are no pending audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters of the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received written notice of any threatened audits or investigations relating to any Taxes or Tax matters that remain pending.

(iii) A true, complete and accurate copy of each Tax Return filed by or on behalf of the Company or any of its Subsidiaries prior to the date of this Agreement with respect to a Tax period ending on or after the Applicable Date has been made available to Parent.

(iv) There are no pending claims that have been made in writing against the Company or any of its Subsidiaries by any Taxing Authority in a jurisdiction where the Company or its Subsidiaries did not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by, or required to file any Tax Return in, that jurisdiction.

(v) Neither the Company nor any of its Subsidiaries (A) is or has been a member of an affiliated, combined, consolidated or unitary Tax group other than a Tax group of which the Company or any of its Subsidiaries was the common parent, or (B) has any liability for Taxes of any Person (other than the Company or such applicable Subsidiaries) (1) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), (2) as a transferee or successor, or (3) by Contract, other than agreements entered into in the ordinary course of business that do not primarily relate to Tax matters.

(vi) Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, during the five (5) year period prior to the date of this Agreement, in a transaction in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied.

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(vii) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction within the meaning of Treasury Regulations Section 1.6011-4(b).

(viii) No Liens for Taxes exist with respect to any of the Company’s assets or properties or those of its Subsidiaries, except for Permitted Liens.

(ix) No closing agreements, private letter rulings, determinations, technical advice memoranda or similar agreements or rulings have been requested, entered into or issued by any Taxing Authority with respect to the Company or any of its Subsidiaries.

(x) Neither the Company nor any of its Subsidiaries will be required to include any item of income in or exclude any item of deduction from taxable income for any Tax period beginning on or after the Effective Time, as a result of any (A) change in accounting method for a Tax period ending at or before the Effective Time under Section 481(c) of the Code (or any similar provision of state, local or foreign Law), (B) a ruling or written agreement with any Taxing Authority, including a “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law), (C) installment sale or open transaction disposition made prior to the Effective Time, (D) prepaid amount received or deferred revenue recognized on or prior to the Effective Time, (E) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law), or (F) intercompany item under Treasury Regulations Section 1.1502-13 or an excess loss account under Treasury Regulations Section 1.1502-19.

(xi) Neither the Company nor any of its Subsidiaries owns any interest in a “controlled foreign corporation” within the meaning of Section 957 of the Code or any “passive foreign investment company” within the meaning of Section 1297 of the Code.

(n)  Labor Matters .

(i) Neither the Company nor any of the Subsidiaries of the Company is, or has ever been, a party to, bound by, negotiating, or required to negotiate, and no employee of the Company or any of its Subsidiaries is bound by, any collective bargaining agreement, agreement with any works council, or similar collective labor contract. To the Knowledge of the Company, at present, and at all times since the Applicable Date, no demand has been made or petition filed or proceedings initiated by an employee or group of employees of the Company or any of its Subsidiaries with any labor relations board or other Governmental Entity seeking recognition of any labor organization, and to the Knowledge of the Company, none of the foregoing have been threatened. Except as would not constitute a Company Material Adverse Effect, at present, and at all times since the Applicable Date, (A) neither the Company nor any of its Subsidiaries has been the subject of a slowdown, strike, picketing, boycott, group work stoppage, labor dispute, unfair labor practice charge, grievance, labor arbitration, lockout, or, to the Knowledge of the Company, attempt to organize or union organizing activity, or any similar activity or dispute, against or affecting the Company or any of its Subsidiaries or any of their respective employees, and, to the Knowledge of the Company, none of the foregoing has been threatened, (B) there are no claims, actions, or other similar proceedings pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries brought by any current or former employee, officer, director or independent contractor of the Company or its Subsidiaries (or any applicant for such position), or related to the Company’s and its Subsidiaries’ labor and employment practices, and (C) there are no grievances or unfair labor practice complaints pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Entity.

(ii) Since the Applicable Date, neither the Company nor any of the Company’s Subsidiaries has taken any action that constitutes a “mass layoff” or “plant closing” as defined in the Worker Adjustment and Retraining Notification Act of 1988, or any similar state or local plant closing or mass layoff statute, rule or regulation (the “ WARN Act ”), has announced or planned any such action, or has incurred any liabilities under the WARN Act that remains unsatisfied.

(iii) Since the Applicable Date, (i) to the Company’s Knowledge, no allegations of violence, sexual harassment, sexual misconduct or sexual assault have been made against any member of the Company Board or employee of the Company or any of its Subsidiaries in their respective capacities as such, and (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of violence, sexual harassment, sexual misconduct or sexual assault involving any member of the Company Board or employee of the Company or any of its Subsidiaries.

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(iv) The Company and the Subsidiaries of the Company are and have been since the Applicable Date in compliance with all applicable Laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, pay equity, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations and unemployment insurance, except for noncompliance as would not constitute a Company Material Adverse Effect.

(o)  Intellectual Property .

(i)  Section 5.01(o)(i)  of the Company Disclosure Letter sets forth a correct and complete list of all Company Intellectual Property currently registered or subject to a pending application for registration (the “ Registered IP ”), indicating for each item therein, (A) the record owner, (B) the registration or application number and (C) the applicable filing jurisdiction or Internet domain registrar.

(ii) Except as would not constitute a Company Material Adverse Effect, (A) the Company and the Subsidiaries of the Company solely and exclusively own or have a valid and sufficient right or license, free and clear of all Liens and Orders, other than Permitted Liens, to use (I) all Company Intellectual Property and (II) all other Intellectual Property that is both licensed to the Company or one of its Subsidiaries and used in or necessary for the operation of their businesses as currently conducted; (B) in the past three (3) years, no proceedings or Orders are pending or, to the Knowledge of the Company, have been threatened (including cease and desist letters or requests for a patent license) against the Company or any Subsidiary of the Company with regard to any Intellectual Property and no written claim challenging the ownership, use, validity or enforceability of any of the Registered IP has been received by the Company or any of its Subsidiaries; (C) the operation of the Company’s business and the businesses of the Subsidiaries of the Company as currently conducted and as conducted in the past three (3) years did not and does not infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person and, to the Knowledge of the Company, no Person is infringing, misappropriating, or otherwise violating, or has infringed, misappropriated, or otherwise violated, any Company Intellectual Property; and (D) the Registered IP is subsisting, unexpired, valid and enforceable and in full force and effect.

(iii) The Company and each Subsidiary of the Company have taken and take commercially reasonable actions to maintain and protect the confidentiality of Trade Secrets and other confidential information included in the Company Intellectual Property, in each case to the extent any of the foregoing (a) derives economic value from not being generally known to other Persons or (b) is protectable as a trade secret under applicable Law. Except as would not constitute a Company Material Adverse Effect, to the Knowledge of the Company, there has not been any disclosure or use without authorization by any other Person of any such Trade Secrets, except to the extent that such Person is under an obligation of confidentiality pursuant to written, valid and appropriate non-disclosure agreements which have not, to the Knowledge of the Company, been breached.

(iv) The Company and each Subsidiary of the Company take commercially reasonable actions to maintain and protect the integrity, security and operation of their software and systems (and all information transmitted thereby or stored therein), and there have been no material violations of the policies and procedures of the Company or any Subsidiary of the Company in the past three (3) years with respect to the matters described in this clause (iv) .

(v) The Company and each of the Subsidiaries of the Company have obtained from all parties (including current or former employees, officers, directors, consultants and contractors) who have created or developed any portion of, or otherwise who would have any rights in or to, Company Intellectual Property enforceable present assignments of any work, invention, improvement or other rights in or to such Company Intellectual Property to the Company or its Subsidiaries, except where failure to do so would not constitute a Company Material Adverse Effect.

(p)  Data Privacy and Cybersecurity.

(i) The Company and its Subsidiaries have at all times maintained in place adequate policies and commercially reasonable security measures, controls, technologies, polices and safeguards reasonably designed to protect Personal Information, Company Data and confidential information related to the businesses of each of the Company and its Subsidiaries from a Security Breach. The Company and its Subsidiaries have implemented a reasonable plan, or plans, that, as appropriate, (A) identifies internal and external risks to the security of Personal

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Information, Company Data and confidential information related to the businesses of each of the Company and its Subsidiaries; (B) implements, monitors and maintains commercially reasonable administrative, electronic and physical safeguards to control those risks; (C) maintains notification procedures in compliance with applicable Laws in the case of any breach of security compromising data, including data containing Personal Information, Company Data or confidential information related to the businesses of each of the Company and its Subsidiaries; and (D) provides for the prevention of data loss. The Company and its Subsidiaries (including its subcontractors) maintain disaster recovery and business continuity plans, procedures and facilities that are commercially reasonable and that materially satisfy contractual and legal obligations with respect to the businesses of each of the Company and its Subsidiaries.

(ii) Neither the Company nor its Subsidiaries has experienced any material Security Breach. The Company and its Subsidiaries have at all times used in all material respects commercially reasonable controls, technologies, processes and practices to detect, identify and remediate Security Breaches. The information technology and software applications owned and operated by the Company do not contain any worms, virus, spyware, keylogger software or other vulnerability, faults or malicious code or other devices designed or reasonably expected to adversely impact the functionality of or permit unauthorized access or to disable or otherwise harm any information technology or software applications.

(iii) The Company and its Subsidiaries have complied in all material respects with all relevant requirements of any applicable data protection, cybersecurity Law, Order, Company policies, contractual requirements, including compliance with their own data protection principles, requests from data subjects for access to data held by the Company and its Subsidiaries and any Law, Order or industry standard requirements relating to the registration of data users insofar as the same pertain to any aspect of the businesses of each of the Company and its Subsidiaries. Each of the Company and its Subsidiaries has complied in all material respects and is currently conducting its business in compliance in all material respects with all applicable Laws governing the privacy, security or confidentiality of Personal Information. The Company and its Subsidiaries have not received any Order or other notification from a Governmental Entity or any other Person regarding non-compliance or violation of any data protection Law or information security-related incident. The Company and its Subsidiaries have not been required by applicable Law or contract to notify in writing, any person or entity of any personal data or information security-related incident. All data gathered and collected from third party sources have been gathered and collected without material violation of any data protection principles, Law, Contract or Intellectual Property right held by third parties. No Person has claimed any compensation from the Company for the loss of or unauthorized disclosure or transfer of personal data.

(q)  Insurance . As of the date hereof, the Company and its Subsidiaries have insurance policies with reputable insurance carriers covering the Company and its Subsidiaries and their employees, properties and assets which provide full and adequate coverage for all normal risks incident to the business of the Company and its Subsidiaries and their respective properties and assets, are in breadth of coverage and amount at least equivalent to that carried by Persons of similar sizes and engaged in similar businesses and subject to similar perils or hazards, copies of which have been made available to Parent. All insurance policies (“ Insurance Policies ”) with respect to the business and assets of the Company and the Subsidiaries of the Company are in full force and effect and all premiums due thereon have been paid in full, and no written notice of cancellation, termination, non-renewal or amendment has been received with respect to any such Insurance Policy, except for such failures to be in full force and effect that have a Company Material Adverse Effect. Neither the Company nor any of the Subsidiaries of the Company is in material breach or default, and neither the Company nor any of the Subsidiaries of the Company have taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a material breach or default, or permit termination or modification of any material Insurance Policies. With respect to each of the legal proceedings set forth in the Company Reports, no such insurer has informed the Company or any of the Subsidiaries in writing of the Company of any denial of coverage, or questioned or dispute such coverage, except for such denials that would not constitute Company Material Adverse Effect. The Company and the Subsidiaries of the Company have not received any written notice of cancellation of any of the Insurance Policies, except for such cancellations that would not constitute a Company Material Adverse Effect. All appropriate insurers under the Insurance Policies have been timely notified of all material pending litigation and other potentially insurable material losses to the Company of which the Company has Knowledge, and all appropriate actions have been taken to timely file all claims in respect of such insurable matters.

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(r)  Material Contracts . Section 5.01(r)  of the Company Disclosure Letter sets forth a list of each Material Contract to which the Company or any of its Subsidiaries is, as of the date of this Agreement, a party or by which it or its assets or properties are bound. Each Material Contract is valid and binding on the Company and its Subsidiaries as applicable and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party to a Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or violation of any provision of, or in default under, any Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that, would not constitute a Company Material Adverse Effect. A true, complete and accurate copy of each Material Contract has previously been delivered to Parent. No party to any Material Contract has (i) exercised any termination rights with respect thereto, or (ii) given written notice of intent not to renew any Material Contract, in the case of clauses (i) and (ii) except as would not constitute a Company Material Adverse Effect. To the Company’s Knowledge, no Material Contract is invalid, there are no grounds for termination, rescission, avoidance or repudiation of any Material Contract and the Company has not received written or oral notice of termination of any Material Contract.

(s)  Real and Personal Property .

(i)  Section 5.01(s)(i)  of the Company Disclosure Letter sets forth a correct and complete list, as of the date of this Agreement, of all real property owned by the Company and any Subsidiary of the Company (the “ Owned Real Property ”). Except as would not constitute a Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to all of the Owned Real Property free and clear of all Liens other than Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein.

(ii)  Section 5.01(s)(ii)  of the Company Disclosure Letter sets forth a correct and complete list, as of the date of this Agreement, of all leases, or subleases, that cover real property used by the Company or any of its Subsidiaries (each such lease or sublease, a “ Real Property Lease ”) and sets forth the street address of the real property that is the subject of any Real Property Lease (the “ Leased Real Property ,” and together with the Owned Real Property, the “ Real Property ”). Except as would not constitute a Company Material Adverse Effect, (A) the Company and its Subsidiaries have a valid leasehold interest in the Leased Real Property free and clear of all Liens other than Permitted Liens and each Real Property Lease is valid and in full force and effect, (B) neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to a Real Property Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Real Property Lease, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Real Property Lease, (C) no Person other than the Company and its Subsidiaries leases, subleases, licenses or otherwise has a right to use or occupy any of the Real Property, and (D) all improvements located on the Real Property are in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the business of the Company and its Subsidiaries to be operated in the ordinary course as currently operated. A true, complete and accurate copy of each material Real Property Lease has previously been made available to Parent.

(iii) The mining rights, permits, licenses, leases, claims (patented or unpatented), agreements, or concessions (or similar) granted to, or owned by, or purported to be granted to, or owned by, the Company or its Subsidiaries (the “ Mining Rights ”) (A) are owned by and, to the extent required by Law, duly filed and registered in the name of, or for the benefit of, the Company or a Subsidiary of the Company with good and valid title thereto in accordance with all applicable Laws, (B) are in full force and effect and valid, subsisting, and enforceable against the parties thereto, (C) may be disposed of, in part or in full, by the Company or its Subsidiaries at any time (including, following the Closing, the Surviving Corporation and the Surviving Company), and (D) no other Person (other than the Company and its Subsidiaries) has any right, title, or interest in, to, or under any such Mining Rights or has filed or registered an application for any competing or conflicting mining rights, permits, licenses, leases, claims (patented or unpatented), agreements, or concessions (or similar) against such Mining Rights. During the three (3) year period prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has received any notice, whether written or oral, from any Governmental Entity or any Person of any default, revocation, expropriation, or challenge to ownership, adverse claim or intention to revoke, expropriate or challenge the interest of the Company or its Subsidiaries in any of the Mining Rights. Except pursuant to the DG Promissory Note Payoff Agreement and the DG Transfer Instrument, none of the directors or officers of the Company or its Subsidiaries holds any right, title, or

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interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in the Mining Rights or any other Real Property or in any rights, permits, licenses, leases, claims (patented or unpatented), agreements, or concessions or similar right to explore for, exploit, develop, mine or produce minerals, ore, or metals from or in any manner in related to each Company Real Property and any other properties located within 30 kilometers of any Real Property.

(t)  Brokers and Finders . Neither the Company nor any of its officers or directors has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders fees in connection with the Mergers or the other Transactions, except that the Company has employed the Persons identified in Section 5.01(t)  of the Company Disclosure Letter as its financial advisor in connection with the Transactions. The Company has made available to Parent a complete and accurate copy of all agreements pursuant to which any advisor to the Company is entitled to any fees, expenses or indemnification in connection with the Mergers. The Company has received the opinion of Roth Capital Partners, LLC that, based on and subject to the assumptions, limitations, qualifications and other matters considered in connection with the preparation of its opinion, the Merger Consideration to be received by the holders of Company Shares (other than Excluded Shares) in the Transaction is, as of the date of such opinion, fair, from a financial point of view, to such holders.

(u)  Operations . All exploration, development and mining operations on the Company’s Real Property have been conducted in all material respects in accordance with reasonable and prudent international mining industry practices. All applicable royalties (whether statutory or contractual), overriding royalty interests, production payments, net profits, earnouts, streaming agreements, metal pre-payment or similar agreements, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of the Company and its Subsidiaries, have been, in all material respects: (i) duly paid; and (ii) duly performed.

(v)  Mineral Reserves and Resources . The estimated proven and probable mineral reserves and estimated indicated, measured and inferred mineral resources disclosed in the Company Reports have been prepared and disclosed in all material respects in accordance with accepted mining, engineering, and geoscience industry practices and applicable Laws. The Company and its Subsidiaries hold any material mineral or access rights and interests necessary to explore for, develop, mine, produce, process or refine, minerals, concentrates or similar for development purposes on the Company’s and its Subsidiaries’ properties, including the Mining Rights.

(w)  Related Party Agreements . Except as disclosed in the Company Reports, neither the Company nor any of its Subsidiaries are party to any transaction or arrangement under which any (a) present or former executive officer or director of the Company or any of its Subsidiaries, (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of any class of equity of the Company or (c) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing is a party to any actual or proposed loan, lease or other contract with or binding upon the Company or any of its Subsidiaries or owns or has any interest in any of their respective properties or assets, in each case as would be required to be disclosed by the Company pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.

(x)  Information Supplied . The information supplied or to be supplied by the Company for inclusion or incorporation by reference in the S-4 Registration Statement (including the Prospectus/Proxy Statement), shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading at: (a) the time such information is filed, submitted or made publicly available (provided, if such information is revised by any subsequently filed amendment or supplement to the S-4 Registration Statement prior to the time the S-4 Registration Statement is declared effective by the SEC, this clause (a) shall solely refer to the time of such subsequent revision or supplement); (b) the time the S-4 Registration Statement is declared effective by the SEC; (c) the time the Prospectus/Proxy Statement included in the S-4 Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company; or (d) the time of Company Stockholders Meeting. Notwithstanding the foregoing provisions of this Section 5.01(x) , no representation or warranty is made by the Company with respect to information or statements made in the S-4 Registration Statement (including the Prospectus/Proxy Statement) or any amendment thereof or supplement thereto which were not supplied by or on behalf of the Company.

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(y)  Derivative Transactions . Neither the Company nor any of its Subsidiaries have any material obligations or liabilities, direct or indirect, vested or contingent in respect of any streaming transactions, rate swap transactions, basis swaps, forward rate transactions, commodity swap, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cross-currency rate swap transactions or currency options or other similar transactions (including any option with respect to any such transactions) or any combination of such transactions.

(z)  No Other Representations or Warranties . The Company acknowledges that it is relying on its own investigation, examination and valuation of the Transactions. Except for the representations and warranties expressly contained in Section 5.02 , the Company acknowledges that neither Parent, Merger Subs nor any Person acting on their behalf makes any other express or any implied representations or warranties with respect to (i) Parent or any of its Subsidiaries, any of their businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other matter relating to Parent or the Subsidiaries of Parent or (ii) the accuracy or completeness of any documentation, forecasts or other information provided by Parent, Merger Subs or any Person acting on their behalf to the Company, any Affiliate of the Company or any Person acting on any of their behalf.

Section 5.02 Representations and Warranties of Parent and Merger Subs . Except as set forth in the Parent Reports publicly filed with the SEC on or after January 1, 2025, and no later than two (2) Business Days prior to the date of this Agreement (without giving effect to any amendment to any such Parent Reports filed on or after the date that is two (2) Business Days prior to the date of this Agreement) (excluding, in each case, any disclosures set forth in any risk factor Section or in any other Section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) (it being agreed that nothing disclosed in the Parent Reports will be deemed to modify or qualify the representations and warranties set forth in Section 5.02(b) ) or in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “ Parent Disclosure Letter ” and together with the Company Disclosure Letter, the “ Disclosure Letters ”) (it being agreed that disclosure of any item in any Section or subsection of Parent Disclosure Letter shall be deemed disclosure with respect to any other Section or subsection of the Parent Disclosure Letter to the extent that the relevance of such item to such Section or subsection is reasonably apparent on its face), Parent and each Merger Sub hereby represent and warrant to the Company that:

(a)  Organization, Good Standing and Qualification . Each of Parent, Merger Subs and each other Subsidiary of Parent is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, and each of Parent and its Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Subs and each other Subsidiary of Parent is qualified or licensed to do business and is in good standing to do business as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent has, at least two (2) Business Days prior to the execution of this Agreement, made available to the Company complete and correct copies of Parent’s, Merger Sub’s, Second Merger Sub’s and each of Parent’s Significant Subsidiaries’ certificates of incorporation and bylaws or comparable governing documents, each as amended to the date of this Agreement, and each as so made available is in full force and effect. Parent and its Significant Subsidiaries are not in breach, default, or violation of their respective certificates of incorporation and bylaws or comparable governing documents. Section 5.02(a)  of the Parent Disclosure Letter contains a correct and complete list, as of the date of this Agreement, of each Significant Subsidiary of the Company and jurisdiction where the Company and its Significant Subsidiaries are organized, formed, or incorporated. No Subsidiary of Parent owns or has any outstanding right or interest in any Parent Shares.

(b)  Capital Structure .

(i) The authorized capital stock of Parent consists of 750,000,000 Parent Shares and 50,000,000 shares of Series A Preferred Stock, par value $0.0001 per share (“ Parent Preferred Stock ”). As of the close of business on the Capitalization Date, (A) 217,940,638 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) no Parent Shares were held in treasury, (C) 1,224,351 shares of Parent Preferred Stock were issued and outstanding, (D) 2,436,518 Parent Shares were issuable upon the exercise of outstanding options to purchase Parent Shares, (E) 2,022,103 Parent Shares were subject to outstanding restricted stock units (including performance stock units, assuming achievement of the applicable performance measures at the maximum level) of

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Parent, (F) 10,869,187 Parent Shares were reserved and available for issuance under the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan (the “ Parent Stock Plan ”), and (G) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding.

(ii) All outstanding Parent Shares are, and all Parent Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, issued in compliance with all applicable Laws, applicable listing and corporate governance standards, rules and regulations of the SEC, and, to the extent applicable, all applicable U.S. federal and state securities registration exemptions, and duly authorized, validly issued, fully paid and non-assessable. Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of all Liens. Except as set forth in Section  5.02(b)(i ) , and for changes after the date of this Agreement in compliance with Section 6.01(b) , there are no (A) shares of capital stock or other securities of, or ownership interests in, Parent, (B) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in Parent or any Subsidiary, (C) preemptive or other outstanding rights, options, warrants, subscriptions, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (1) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary or (2) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary, or (D) obligations of Parent or any Subsidiary to issue, deliver, sell, repurchase, redeem or otherwise acquire or cause to be issued, delivered, sold, repurchased, redeemed, or otherwise acquired any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary (other than in connection with (x) the payment of the exercise price of options to purchase Parent Shares (including in connection with “net” exercises), (y) Tax withholding in connection with the exercise options to purchase Parent Shares and vesting of restricted stock units of Parent, and (z) forfeitures of options to purchase Parent Shares or restricted stock units of Parent). Parent has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. There are no dividends or distributions that have been declared by Parent. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any Subsidiary of Parent is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of Parent or any Subsidiary of Parent.

(iii) The authorized capital stock of First Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. The authorized equity interests of Second Merger Sub consists of 100 limited liability company interests, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of First Merger Sub is, and at the Effective Time will be, and all of the issued and outstanding limited liability company interests of Second Merger Sub is, and at the Second Effective time will be, in each case, owned by Parent, and there are (A) no other shares of capital stock, limited liability company interests, voting securities, or other equity interests of Merger Subs, (B) no securities of Merger Subs convertible into or exchangeable for shares of capital stock, limited liability company interests, voting securities, or other equity interests of Merger Subs, and (C) no options or other rights to acquire from Merger Subs, and no obligations of any Merger Sub to issue, any capital stock, limited liability company interests, voting securities or securities convertible into or exchangeable for capital stock, limited liability company interests, or voting securities of Merger Subs, as applicable. Merger Subs have not conducted any business prior to the date of this Agreement, other than organizational matters and have no, and with respect to Merger Sub, prior to the Effective Time and with respect to Second Merger Sub, prior to the Second Effective Time, will have no, assets, liabilities or obligations of any nature other than those incident to its formation or incorporation, as applicable, and pursuant to this Agreement and the Mergers and the other Transactions.

(c)  Corporate Authority; Approval .

(i) Each of Parent and each Merger Sub has all requisite corporate or limited liability company power and authority and has taken all corporate or limited liability company action, as applicable, necessary in order to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement to which to which Parent or each Merger Sub, as applicable, is a party and to consummate the Transactions, subject only to the adoption of this Agreement by Parent as the sole stockholder of First Merger Sub and sole member of Second Merger

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Sub (which will occur promptly following the execution of this Agreement). This Agreement and each Ancillary Agreement to which Parent or each Merger Sub, as applicable, is a party has been duly executed and delivered by Parent and each Merger Sub and constitutes a valid and binding agreement of Parent and each Merger Sub enforceable against Parent and each Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(ii) The Parent Board and First Merger Sub Board, have each, at a meeting duly called and held (or by written consent in lieu of a meeting), unanimously determined that it is in the best interests of Parent and Merger Subs, respectively, and declared it advisable, to enter into this Agreement and approved this Agreement, the Transactions, including the Mergers, and the issuance of Parent Shares in the First Merger on the terms and subject to the conditions set forth in this Agreement, and the First Merger Sub Board has resolved to submit the Agreement to the sole stockholder of Merger Sub, for adoption and approval, and has recommended that the sole stockholder of First Merger Sub vote in favor thereof. Parent, in its capacity as the sole stockholder of First Merger Sub and sole member of Second Merger Sub, has approved and adopted this Agreement and the Transactions contemplated thereby, including the Mergers. The shareholders of Parent are not required to vote to approve the Transactions, including the Mergers, under applicable Law.

(d)  Governmental Filings; No Violations; Certain Contracts, Etc.

(i) Other than the filings and/or notices (A) pursuant to Section 1.03 , (B) under the Antitrust Laws, the Exchange Act and the Securities Act, (C) required to be made with Nasdaq, and (D) under state securities, takeover and “blue sky” Laws, no notices, reports or other filings are required to be made by Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Subs from any Governmental Entity in connection with the execution, delivery and performance by Parent and each Merger Sub of this Agreement and each Ancillary Agreement to which Parent or any Merger Sub, as applicable, is a party and the consummation of the Mergers and the other Transactions, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not constitute a Parent Material Adverse Effect.

(ii) The execution, delivery and performance by Parent and each Merger Sub of this Agreement and each Ancillary Agreement to which Parent or each Merger Sub, as applicable, is a party does not, and the consummation of the Mergers and the other Transactions will not (A) with or without notice, lapse of time or both, contravene, conflict with or result in a breach or violation of, or a default under, the certificate of incorporation or bylaws of Parent or Merger Sub, the certificate of formation or limited liability company agreement of Second Merger Sub, or the comparable governing documents of any of Parent’s other Subsidiaries, (B) with or without notice, lapse of time or both, constitute or result in a breach or violation of, a termination (or right of termination), a cancellation (or right of cancellation) or default under, the creation or acceleration of any obligations under, the loss or reduction of any benefits under, or the creation of a Lien on any of the assets of Parent or Merger Subs or any other Subsidiary of Parent pursuant to (1) any Material Contract; (2) any License necessary to conduct its business as presently conducted; or (3) assuming (solely with respect to performance of this Agreement and the consummation of the Mergers and the other Transactions) compliance with the matters referred to in Section 5.02(d)(i) , any Law to which Parent or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding upon Parent or any of its Subsidiaries, except, in the case of paragraph (B)  or (C)  above, for any such breach, conflict violation, termination, default, creation, acceleration, loss, Lien, right or change that would not constitute a Parent Material Adverse Effect.

(e)  Parent Reports; Financial Statements .

(i) Parent has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, prospectuses, registration statements, reports, schedules and documents (including exhibits and other information incorporation therein) required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments and supplements thereto, the “ Parent Reports ”). Each of the Parent Reports, at the time of its filing or being furnished (or in the case of a registration statement under the Securities Act, at the time such registration statement was declared effective by the SEC or in the case of proxy materials, at the time of the relevant meeting) complied, or if not yet filed or furnished, will when so filed or furnished, comply in all material respects with the applicable requirements of the

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Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and any standards, rules and regulations promulgated thereunder applicable to the Parent Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any Parent Reports and none of the Parent Reports (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of Parent, threatened, in each case regarding any accounting practices of Parent. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), and in the case of a registration statement under the Securities Act, at the time such registration statement was declared effective by the SEC and in the case of proxy materials, at the time of the relevant meeting, the Parent Reports did not, and none of the Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement will when so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Parent is in compliance in all material respects with the applicable listing and corporate governance standards, rules and regulations of Nasdaq.

(ii) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents (including auditors and the audit committee of the Parent Board as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act) and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the fiscal year ended December 31, 2025. Parent maintains internal control over financial reporting (as defined in and meeting the requirements of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent and its Subsidiaries, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries, are being made only in accordance with authorizations of management and directors of Parent, and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent and its Subsidiaries assets that could have a material effect on its financial statements. There (1) are no significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and has identified for Parent’s auditors and audit committee of the Parent Board any material weaknesses in internal control over financial reporting, (2) is not, and since the Applicable Date, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and (3) is not, and since the Applicable Date, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. Parent has made available to the Company as of the date of this Agreement a summary of any such disclosure made by management to Parent’s independent registered public accounting firm and audit committee since the Applicable Date. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from employees of Parent regarding questionable accounting or auditing matters, have been received by Parent.

(iii) Each of the financial statements included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects, or, in the case of the Parent Reports filed after the date of this Agreement, will fairly present in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as of its date and each of the consolidated statements of operations, comprehensive income, changes in equity and cash flows included in or incorporated by reference into the Parent Reports including any related notes and schedules, fairly presents in all material respects, or, in the case of Parent Reports filed after the date of this Agreement, will fairly present in all material respects, the results of operations, cash flows, retained earnings (loss) and changes in financial position, as the case may be, of Parent and

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its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

(iv) Neither Parent nor any of its Subsidiaries has received any material, written unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, and no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has, to the Knowledge of Parent, reported in writing credible evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or their respective officers, directors, employees or agents to the Parent Board or any committee thereof or to the General Counsel, Chief Executive Officer or Chief Financial Officer of Parent.

(f)  Absence of Certain Changes .

(i) Since January 1, 2025, through the date of this Agreement, Parent and its Subsidiaries have conducted their respective businesses in the ordinary course of such businesses.

(ii) Since January 1, 2025, through the date of this Agreement, there has not been any Parent Material Adverse Effect.

(g)  Litigation and Liabilities . There are no civil, criminal or administrative actions, suits, claims, charges, complaints, inquiries, audits, examinations, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to result in any claims against, or obligations or liabilities of, Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity, except in each case for those that would not constitute a Parent Material Adverse Effect. There are no liabilities other than: (i) liabilities disclosed and provided for in the most recent balance sheet included in the Parent Reports or in the notes to such balance sheet; (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Parent Reports; (iii) liabilities incurred in connection with the Transactions; and (iv) liabilities that do not or would not constitute a Parent Material Adverse Effect.

(h)  Brokers and Finders . None of Parent, Merger Subs or any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders fees in connection with the Mergers or the other Transactions, except that Parent has employed the Persons identified in Section 5.02(h)  of the Parent Disclosure Letter as its financial advisors in connection with the Transactions, the fees of which will be paid by Parent or a Subsidiary of Parent.

(i)  Compliance with Laws . Parent and its Subsidiaries are, and have at all times in the past three (3) years been, in compliance with all, and have not violated or defaulted under any, Law, except for violations that would not constitute a Parent Material Adverse Effect. Except with respect to regulatory matters covered by Section 6.05 , no investigation, examination, audit, review or other proceeding by any Governmental Entity with respect to Parent or any of its Subsidiaries is, to the Knowledge of Parent, pending or threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same, in each case, as would not constitute a Parent Material Adverse Effect. Except as would not constitute a Parent Material Adverse Effect, (x) Parent and its Subsidiaries have each obtained. and is in compliance with, all Licenses necessary to conduct its business as presently conducted, (y) Parent and its Subsidiaries have paid all material fees and assessments due and payable in connection therewith, and (z) all such Licenses are valid and in full force and effect and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of Parent, threatened, and Parent and its Subsidiaries are in compliance with the terms of the Licenses, in each case, where such failure would not constitute a Parent Material Adverse Effect.

(j)  Taxes . Except as has not and would not constitute a Parent Material Adverse Effect:

(i) Parent and each of its Subsidiaries (A) has timely filed or caused to be timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by it and all such filed Tax Returns are true, correct and complete in all respects and were prepared and filed in accordance with applicable Law; (B) has timely paid or withheld and remitted (or caused to be timely paid or withheld and remitted) all

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Taxes that are required to have been paid or withheld and remitted by it in respect of its income, assets, properties or otherwise, as applicable, other than Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP; and (C) does not have in effect any waiver or extension of any statute of limitations with respect to Taxes or any waiver or extension of time with respect to a Tax assessment or deficiency and no request for any such waiver or extension is currently pending.

(ii) There are no pending audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, and none of Parent or any of its Subsidiaries has received written notice of any threatened audits or investigations relating to any Taxes or Tax matters that remain pending.

(iii) There are no pending claims that have been made in writing against Parent or any of its Subsidiaries by any Taxing Authority in a jurisdiction where Parent or its Subsidiaries did not file Tax Returns that Parent or any of its Subsidiaries is or may be subject to taxation by, or required to file any Tax Return in, that jurisdiction.

(iv) Neither Parent nor any of its Subsidiaries has participated in any reportable transaction within the meaning of Treasury Regulations Section 1.6011-4(b).

(v) No Liens for Taxes exist with respect to any of Parent’s assets or properties or those of its Subsidiaries, except for Permitted Liens.

(k)  Information Supplied . The information supplied or to be supplied by Parent for inclusion or incorporation by reference in the S-4 Registration Statement (including the Prospectus/Proxy Statement) shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading at (a) the time such information is first mailed to the stockholders of the Company; or (d) the time of the Company Stockholders Meeting. Notwithstanding the foregoing provisions of this Section 5.02(k) , no representation or warranty is made by Parent with respect to information or statements made in the S-4 Registration Statement (including the Prospectus/Proxy Statement) or any amendment thereof or supplement thereto which were not supplied by or on behalf of Parent.

(l)  Additional Tax Matters .

(i) Each Merger Sub was incorporated or formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will conduct no business and will have no, assets, liabilities or obligations of any nature other than those incidental to its incorporation or formation, as applicable, or pursuant to this Agreement and the Mergers.

(ii) All of the limited liability company or other equity interests in Second Merger Sub will be owned by Parent, and Second Merger Sub will be, since formation and through the time immediately after the consummation of the Second Merger, disregarded as an entity (within the meaning of Section 301.7701-3 of the Treasury Regulations) separate from Parent.

(m)  No Other Representations or Warranties . Except for the representations and warranties expressly contained in Section 5.01 , each of Parent and each Merger Sub acknowledges that neither the Company nor any Person acting on its behalf makes any other express or any implied representations or warranties with respect to (i) the Company or any Subsidiaries of the Company, any of their businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other matter relating to the Company or the Subsidiaries of the Company or (ii) the accuracy or completeness of any documentation, forecasts or other information provided by the Company or any Person acting on any of their behalf to Parent or Merger Subs, any Affiliate of Parent or any Person acting on any of their behalf.

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ARTICLE VI

COVENANTS

Section 6.01 Interim Operations .

(a)  Covenants of the Company . The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing) and except as expressly contemplated by this Agreement, as required by applicable Law or as set forth on Section 6.01(a)  of the Company Disclosure Letter, it shall use its commercially reasonable efforts to conduct its and its Subsidiaries’ business in the ordinary course of business, consistent with past practice, and it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, insurers, employees, and business associates, maintain in effect all Licenses and Contracts that do not expire by their terms prior to the Effective Time and keep available the services of its and its Subsidiaries’ present officers, employees and agents and maintain their material tangible assets in good working order and, in the ordinary course of business consistent with past practice timely file or cause to be timely filed all Tax Returns (taking into account any valid extension of time within which to file) and timely pay or withhold and remit (or cause to be timely paid or withheld and remitted) all Taxes shown as due on such Tax Returns or that are otherwise required to be paid or withheld and remitted by or on behalf of the Company or any of its Subsidiaries (unless such Taxes are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP). Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (x) as otherwise expressly required by this Agreement or required by any applicable Law, (y) as Parent may approve in writing, or (z) as set forth in the relevant subsection of Section 6.01(a)  of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to:

(i) adopt or propose any change in its certificate of incorporation or bylaws or other applicable governing instruments, or the terms of any security of the Company or any Subsidiary;

(ii) (A) merge or consolidate itself or any of its Subsidiaries with any other Person or (B) restructure, reorganize or completely or partially liquidate or propose or adopt a plan to do any of the foregoing;

(iii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any other Person or any material portion thereof or material equity interest therein or enter into any Contract that involves a joint venture entity, limited liability company or legal partnership;

(iv) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or the capital stock of any of its Subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than the issuance of any securities of a wholly owned Subsidiary of the Company to the Company or any other wholly owned Subsidiary of the Company;

(v) make any loans, advances or capital contributions to or investments in any Person (other than loans or advances between or among the Company and any of its direct or indirect wholly owned Subsidiaries or capital contributions into RT);

(vi) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned Subsidiary of the Company to the Company or to any other direct or indirect wholly owned Subsidiary of the Company that are made in compliance with all contractual obligations of the Company and its Subsidiaries);

(vii) except with respect to the Voting and Support Agreements, enter into any agreement with respect to the voting of its capital stock or any shareholder rights plan;

(viii) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or amend the terms of, directly or indirectly, any of its or its Subsidiaries’ capital stock or securities convertible or exchangeable into or exercisable for any shares of its or its Subsidiaries, as applicable, capital stock;

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(ix) (A) incur any Indebtedness (including any long-term or short-term debt), or issue or sell any debt securities or warrants or other rights to acquire any of its debt securities or its Subsidiaries debt securities, except for intercompany Indebtedness among the Company and its wholly owned Subsidiaries; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except solely with respect to obligations by the Company or any wholly owned Subsidiary of the Company of Indebtedness of the Company or any other wholly owned Subsidiary of the Company; or (C) except for the DG Promissory Note, redeem, repay, defease or cancel any Indebtedness, other than as required in accordance with its terms;

(x) make or authorize any payment of, accrual or commitment for, capital expenditures, in each case, in excess of $20,000 individually or $50,000 in the aggregate;

(xi) (A) amend, modify, terminate or waive any material right under any Material Contract or (B) enter into any Contract that would have been a Material Contract had it been entered into prior to this Agreement;

(xii) (A) make any material changes with respect to accounting policies or procedures, except as required by changes in GAAP that become effective after the date of this Agreement, (B) change its fiscal year, or (C) make any material change in internal accounting controls or disclosure controls and procedures;

(xiii) except as permitted by Section 6.01(a)(xiv)(E) , settle, propose to settle or compromise any action before a Governmental Entity if such settlement, proposed settlement or compromise (A) with respect to the payment of monetary damages, involves the payment of monetary damages by the Company or its Subsidiaries that exceed $50,000 in the aggregate (together with all other settlements or compromises after the date of this Agreement), (B) that imposes any material equitable or non-monetary relief, penalty or restriction on the Company or any of its Subsidiaries (or, after the Effective Time, on Parent or any of Parent’s Subsidiaries), (C) that would reasonably be expected to affect the rights or defenses available to the Company or any of its Subsidiaries in any related or similar claims that, individually or in the aggregate, are material to the Company and its Subsidiaries, taken as a whole; provided that, notwithstanding any of the foregoing, the Company may not settle, propose to settle or compromise any claim or action that is covered by Section 6.12 except as is expressly permitted by Section 6.12 , or (D) that involves the admission of wrongdoing by the Company or any Subsidiary of the Company or would result in an actual or potential violation of any criminal Law;

(xiv) (A) make, change or rescind any Tax election that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the Tax liability of the Company or any Subsidiary of the Company, (B) adopt or change any Tax accounting method that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the Tax liability of the Company or any Subsidiary of the Company, (C) adopt or change any Tax accounting period that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the Tax liability of the Company or any Subsidiary of the Company, (D) amend any Tax Return with respect to a material amount of Tax, (E) settle, compromise, concede or abandon any Tax liability, claim or assessment or enter into any closing agreement with respect to Taxes, in each case that exceeds $50,000 individually or $100,000 in the aggregate (together with (x) all other settlements, compromises, concessions, or abandonments with respect to any Tax liability, claim or assessment or (y) closing agreements entered into, made or taken with respect to Taxes, in each case of clauses (x) and (y), on or after the date of this Agreement), (F) surrender any right to claim a refund of material Taxes, (G) waive or extend any statute of limitations with respect to a material amount of Taxes, (H) seek or obtain any ruling from a Taxing Authority with respect to Taxes or Tax matters, or (I) enter into any Contract that would cause the Company or any of its Subsidiaries to have any liability for Taxes of any Person, other than agreements entered into in the ordinary course of business that do not primarily relate to Tax matters;

(xv) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of, or grant or permit any Lien on, any of its properties, licenses, operations, assets, product lines or businesses or those of any of its Subsidiaries, including any equity interests of any of its Subsidiaries, except (other than with respect to equity interests of any Subsidiary of the Company) in connection with goods or services provided in the ordinary course of business consistent with past practice;

(xvi) except as required by the terms of any Company Benefit Plan existing as of the date of this Agreement, (A) increase or accelerate, or promise to increase or accelerate, the payment of any compensation or benefits to any current or former directors, officers, employees, or independent contractors or consultants (who are natural persons) of the Company or its Subsidiaries, whether under a Company Benefit Plan or otherwise, (B) pay or

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award, or commit to pay or award, any compensation, bonuses, incentive compensation or other benefits (or accelerate the payments, rights or benefits) payable to any director, officer, consultant or independent contractor (who is a natural person) or employee of the Company or any of its Subsidiaries, whether under a Company Benefit Plan or otherwise, (C) accelerate the time of funding or payment of, or increase the amount required to fund, any Company Benefit Plan, or fund any rabbi trust or similar arrangement associated with or intended to satisfy liabilities under any Company Benefit Plan, (D) forgive any loans, or issue any loans (other than routine travel advances issued in the ordinary course of business consistent with past practice) to any of its or its Subsidiaries’ directors, officers, employees, consultants or independent contractors, except for the DG Promissory Note Payoff Agreement and DG Transfer Instrument, (E) amend, modify, or terminate any Company Benefit Plan or enter into, establish, adopt, amend, modify, or terminate any other plan, program, policy, practice, Contract, agreement or arrangement which would be a Company Benefit Plan if it were in effect on the date of this Agreement, (F) adopt, enter into, modify, negotiate, or amend or terminate any collective bargaining agreement, agreement with any works council, or similar collective labor contract, or (G) hire or engage any employee or independent contractor or consultant (who is a natural person);

(xvii) waive, release or assign any material rights, claims or benefits of the Company or its Subsidiaries;

(xviii) enter into any new line of business outside of the Company’s existing line of business as of the date hereof;

(xix) enter into or terminate any material interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments other than in the ordinary course of business;

(xx) terminate, suspend, amend or modify in any material respect, any permit with a Governmental Entity;

(xxi) enter into or amend any Contract with any broker, finder, investment banker or other Person under which such Person is or may be entitled to any brokerage, finder’s or other similar fee or commission (whether in connection with the Transactions or otherwise); or

(xxii) agree, authorize or commit to do any of the foregoing.

(b)  Covenants of Parent . From the date of this Agreement until the Effective Time, except (x) as otherwise expressly contemplated by this Agreement or required by applicable Law, (y) as Company may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), or (z) as set forth in the relevant subsection of Section 6.01(b)  of the Parent Disclosure Letter, Parent shall it shall use its commercially reasonable efforts to conduct its and its Subsidiaries’ business in the ordinary course of business, and it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, insurers, employees, unions and business associates and maintain in effect all Licenses and Contracts that do not expire by their terms prior to the Effective Time and Parent will not and it will cause its Subsidiaries not to:

(i) adopt or propose any change in its certificate of incorporation or bylaws, or the terms of any capital stock of Parent, in each case, in a manner disproportionately adverse to the Company stockholders;

(ii) reclassify, split, combine, subdivide or redeem, directly or indirectly, any of its capital stock;

(iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or repurchase any Parent Shares at a premium; provided that, in each case solely to the extent in compliance with the credit agreements, indentures and other contractual obligations of Parent and its Subsidiaries, (A) Parent may continue to declare and pay regular quarterly cash dividends to the holders of Parent Shares in an amount not in excess of the amount set forth in Section 6.01(b)(iii)  of the Parent Disclosure Letter, in each case in accordance with Parent’s past practice, and (B) Parent may give effect to dividend equivalent rights with respect to outstanding grants under the Parent Stock Plan, any similar Parent plan;

(iv) propose or adopt a plan to restructure, reorganize, wind-up or completely or partially liquidate (other than with respect to its wholly owned Subsidiaries);

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(v) except in connection with the acquisition of any Person or business, whether through the acquisition of assets, securities, merger, consolidation or otherwise or a capital raising transaction, whether pursuant to a public offering (including any underwritten offering, at-the-market offering, or block trade), a private placement, or any other equity financing transaction, issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or the capital stock of any of its Subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than the issuance of (A) any Parent Shares upon the settlement of any grants made under any Parent Stock Plan, or any similar Parent plan; (B) any securities of a Subsidiary of Parent to Parent or any other Subsidiary of Parent; or (C) any grants under the Parent Stock Plan, or any similar Parent plan; or

(vi) agree, authorize or commit to do any of the foregoing.

(c)  Interim Communications by the Company . Prior to making any written or oral communications disseminated to the employees or independent contractors of the Company or its Subsidiaries pertaining to compensation, benefit or other matters related to the Transactions, the Company shall provide Parent with a copy of the intended communication, and Parent shall have a reasonable period of time to review and comment on the communication but shall respond in any event within two (2) Business Days and the Company shall incorporate all reasonable comments received from Parent. The Parties shall cooperate in providing any such mutually agreeable communication.

Section 6.02 Acquisition Proposals .

(a)  No-Shop . The Company agrees that, except as expressly permitted by this Section 6.02 , it shall not and it shall cause its Subsidiaries and its and their respective directors and officers not to, and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly:

(i) initiate, solicit or knowingly encourage or knowingly facilitate (including by way of furnishing information), or take any other action which would reasonably be expected to lead to, any Acquisition Proposal;

(ii) enter into, engage in, maintain, continue or otherwise participate in any discussions or negotiations with (other than to state that they are not permitted to have discussions), or furnish or otherwise make available any information or data or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, any Person other than Parent and each Merger Sub, or any of their Affiliates or any of their respective Representatives (a “ Third Party ”), in each case, in connection with any Acquisition Proposal;

(iii) approve, endorse or recommend any Acquisition Proposal;

(iv) waive, terminate, modify or release any Person from any provision of any “standstill” or similar agreement or obligation; provided, that, if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that such action or the failure to take such action would reasonably be expected to be in breach of the directors’ fiduciary duties under applicable Law, the Company may, with prompt written notice to Parent thereafter, waive any such standstill provision solely to the extent necessary to permit a third party (if it has not been solicited in breach of this Section 6.02 ) to make an Acquisition Proposal to the Company Board;

(v) execute or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, memorandum of understanding or other Contract (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.02(c) ) relating to, or that could be expected to lead to, an Acquisition Proposal (an “ Alternative Acquisition Agreement ”); or

(vi) authorize, commit, resolve or agree to do any of the foregoing.

(b)  Cessation of Discussions . From the date of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article VIII , the Company shall, and shall cause its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to, (i) cease immediately and cause to be terminated any and all existing activities, discussions, solicitations, encouragements or negotiations, if any, with any Third Party and/or its Representatives, with respect to any Acquisition Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to, any Acquisition Proposal (ii) promptly (in any event within

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one (1) Business Days following the date hereof) request that each Third Party to whom confidential information has been furnished or otherwise made available by or on behalf of the Company or any of its Subsidiaries within the twelve (12) month period preceding the date of this Agreement in connection with, or for the purpose of evaluating, an Acquisition Proposal return or destroy all such confidential information so furnished or otherwise made available in accordance with any applicable confidentiality agreements and (iii) terminate access to all persons (other than Parent and its Representatives) to any physical or electronic data rooms relating to an Acquisition Proposal.

(c)  No-Shop Exception . Notwithstanding anything to the contrary in Section 6.02(a) , or Section 6.02(b) , between the date of this Agreement and the time the Requisite Company Vote is obtained, if (i) the Company receives an unsolicited bona fide written Acquisition Proposal that did not result from a breach by the Company or its Subsidiaries or Representatives of this Section 6.02 that the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal, then, before (but not after) the Requisite Company Vote is obtained, the Company, upon a good faith determination by the Company Board (after consultation with its outside legal advisor) that failure to do so would be inconsistent with its fiduciary duties under applicable Law, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party making the Acquisition Proposal and its Representatives regarding an Acquisition Proposal and (B) furnish to such Third Party or its Representatives information, including non-public information, relating to, and afford access to the business, properties, assets, books and records of, the Company and any of its Subsidiaries, in each case, subject to entering into an Acceptable Confidentiality Agreement; provided, that the Company shall (i) promptly provide to Parent any such information that is provided to any such Third Party that was not previously provided to or made available to Parent and (ii) only pursuant to customary “clean-room” or other appropriate procedures, provide such portions of documents or information to the extent relating to any pricing or other matters that are highly sensitive or competitive in nature, if the exchange of such information (or portions thereof) would reasonably be likely to be harmful to the operation of the Company or its Subsidiaries in any material respect; provided , further , that the Company and its Subsidiaries shall, and shall cause their respective Representatives to, promptly (and in any event within 24 hours) following the time (if any) that the Company Board determines in good faith that such Acquisition Proposal does not constitute and would not reasonably be expected to result in a Superior Proposal, terminate such negotiations, discussions and information access and request that such Third Party promptly return or destroy all confidential information made available to such Third Party.

(d)  Restrictions on Changes of Recommendation . Subject to Section 6.02(e)  and Section 6.02(g) , the Company Board and each committee thereof shall not, directly or indirectly: (A)(i) fail to include the Company Recommendation in the Prospectus/Proxy Statement when disseminated to the Company’s stockholders (and at all times thereafter prior to receipt of the Requisite Company Vote), (ii) withhold, withdraw or amend (or qualify or modify in a manner adverse to the other Parties) the Company Recommendation or its approval of this Agreement or the Mergers or publicly propose to do so, (iii) make any public recommendation in connection with a tender offer or exchange offer, other than a recommendation against such offer or as expressly permitted by Section 6.02(f) , or fail to recommend against acceptance of such a tender or exchange offer or Acquisition Proposal by the close of business on the earlier of (x) the fifth (5 th ) Business Day after the commencement of such tender offer or exchange offer pursuant to Rule 14e-2 under the Exchange Act and (y) the third (3 rd ) Business Day prior to the Company Stockholders Meeting, as the same may be postponed in accordance with Section 6.04 (or promptly after commencement of such tender offer or exchange offer if commenced on or after the third (3 rd ) Business Day prior to the date the Company Stockholders Meeting is held), (iv) (except as permitted by Section 6.02(e) ) adopt, approve, recommend to its stockholders, endorse or otherwise declare advisable any Acquisition Proposal or resolve or agree or publicly propose to take any such actions, or (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly without qualification reaffirm the Company Recommendation within five (5) Business Days after Parent’s written request that the Company do so (or, relating to any Acquisition Proposal or material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the then-scheduled Company Stockholders Meeting (if applicable), fail to take the actions referred to in this clause (v) , with references to the applicable five (5) Business Day period being replaced with two (2) Business Days) (each such action set forth in this Section 6.02(d)  with respect to the Company Board being referred to herein as an “ Adverse Recommendation Change ”) or (B) authorize, cause or permit the Company or any of its controlled Affiliates to enter into any letter of intent, memorandum of understanding, agreement (including an acquisition agreement, merger agreement, joint venture agreement or other agreement), commitment or agreement in principle with respect to any Acquisition Proposal, other than an Acceptable Confidentiality Agreement entered into in accordance with (c) .

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(e)  Permitted Changes of Recommendation . Notwithstanding anything contained in this Section 6.02 to the contrary, prior to the time the Requisite Company Vote is obtained, but not after, the Company Board may, after complying with Section 6.02(g) ,

(i) effect an Adverse Recommendation Change if (and only if) (A) an Intervening Event occurs and (B) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to make an Adverse Recommendation Change in response to such Intervening Event would be inconsistent with the exercise of its fiduciary duties to the stockholders of the Company under applicable Law, or

(ii) (A) effect an Adverse Recommendation Change if (and only if) (x) the Company receives a unsolicited bona fide Acquisition Proposal that did not result from a breach by the Company of this Section 6.02 that is not withdrawn and (y) the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that such Acquisition Proposal constitutes a Superior Proposal.

(f)  Certain Permitted Disclosure . In addition, nothing contained in this Section 6.02 shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rul e 14d-9 , Rule 14e-2(a) and Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any legally required disclosure to stockholders with regard to the Transactions ( provided that neither the Company nor the Company Board may effect an Adverse Recommendation Change unless permitted by Section 6.02(e) ), (ii) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, or (iii) disclosing that the Company Board or any committee thereof has determined that an Acquisition Proposal constitutes a Superior Proposal, that the Company Board or any committee thereof intends to make an Adverse Recommendation Change and in each case any material facts and circumstances relating thereto.

(g)  Match Rights . The Company Board shall not take any action set forth in Section 6.02(e)  unless it has first:

(i) caused the Company to provide Parent at least five (5) Business Days’ prior written notice of its intent to make an Adverse Recommendation Change (a “ Specified Event Notice ”), which notice shall (x) in the case of an action contemplated by Section 6.02(e)(i) , specify in reasonable detail the circumstances related to the Intervening Event and the Company Board’s determination with respect thereto, or (y) in the case of an action contemplated by Section 6.02(e)(ii) , (A) state that the Company has received an unsolicited Superior Proposal, (B) specify the material terms and conditions of such Superior Proposal, (C) identify the Person making such Superior Proposal, and (D) enclose the most recent unredacted draft of any agreements intended to be entered into in connection with such Superior Proposal (it being understood and agreed that the delivery of the notification contemplated by this clause  (i)  shall not, in and of itself, constitute an Adverse Recommendation Change);

(ii) caused the Company and its Representatives to provide Parent the opportunity to meet with the Company Board and its outside legal counsel and negotiate, to the extent Parent so wishes to negotiate, in good faith during such five (5) Business Day period following delivery of the Specified Event Notice (the “ Notice Period ”), with Parent concerning any revisions to the terms of this Agreement that Parent wishes to propose in response to such Intervening Event or Superior Proposal, as applicable; and

(iii) following the end of the Notice Period, determined in good faith after consultation with its outside legal counsel and financial advisor, that (x) in the case of an action contemplated by Se ction 6.02(e)(i) , the failure to effect an Adverse Recommendation Change in response to such Intervening Event continues to be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law after taking into account any changes to which Parent has committed in writing to make to this Agreement, or (y) in the case of an action contemplated by Section 6.02(e)(ii) , such Acquisition Proposal continues to constitute a Superior Proposal after taking into account any changes to which Parent has committed in writing to make to this Agreement; provided , however , that, in the case of a Specified Event Notice in response to a Superior Proposal, if, during the Notice Period, any revisions are made to the financial or other material terms of the Superior Proposal that is the subject of such Specified Event Notice, the Company shall deliver to Parent a new notice describing such revisions (and providing copies of the most recent draft of any agreements implementing such revisions) and shall comply with the requirements of clause (i)  and clause (iii)  of this Section 6.02(g)  (except that the Notice Period for such Superior Proposal shall be reduced from five (5) Business Days to three (3) Business Days).

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(h)  Notice of Acquisition Proposals . The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Acquisition Proposal or any inquiry, proposal, offer, or request for access to information that would reasonably be expected to lead to an Acquisition Proposal, which notice shall include the material terms and conditions of any such Acquisition Proposal, unredacted copies of any material written communications and draft documentation received relating to such Acquisition Proposal and indicating the name of the Person making such Acquisition Proposal, and thereafter the notifying Party shall keep the other Party reasonably informed, on a timely basis, of the status and material terms of any such Acquisition Proposal (including any amendments thereto) and the status of any material discussions or negotiations with such Person or its Representatives (without prejudice to the restrictions set forth in Sections 6.02(a) , 6.02(a)(v)  and the other provisions of this Section 6.02 ) and provide copies of all material written communications and draft documentation received relating to such Acquisition Proposal. Without limiting the foregoing, the Company shall promptly (and in any event within 24 hours after any determination and at least forty-eight (48) hours prior to engaging or participating in any such discussions or negotiations with, or furnishing any non-public information to, such person) advise Parent in writing if the Company determines to begin providing information or engage in discussions or negotiations concerning an Acquisition Proposal pursuant to Section 6.02(c) .

(i)  Representatives . Notwithstanding anything to the contrary in this Section 6.02 , any action, or failure to take action, by a Representative of the Company that is taken by, at the direction of, or at the request of the Company or its Subsidiaries or their respective directors, officers, employees or Affiliates in violation of this Section 6.02 shall be deemed to be a breach of this Section 6.02 by the Company. In the event any Representative of the Company or its Subsidiaries (other than any director, officer, employee or Affiliate of the Company or its Subsidiaries) takes any action on behalf of the Company, which, if taken by the Company, would constitute a breach of this Section 6.02 , and the Company does not cure such breach within three (3) Business Days of the date on which the Company obtains actual knowledge of such breach, then the Company shall be deemed to be in breach of this Section 6.02 .

Section 6.03 Proxy Filing; Information Supplied .

(a) As promptly as reasonably practicable following the date of this Agreement (but in no event later than twenty (20) days), Parent and the Company shall promptly and jointly prepare and file with the SEC the prospectus/proxy statement relating to the Company Stockholder Meeting (the “ Prospectus/Proxy Statement ”) in preliminary form, and Parent shall as promptly as reasonably practicable prepare and file with the SEC the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Shares in the First Merger, which shall include the Prospectus/Proxy Statement (the “ S-4 Registration Statement ”). Parent and the Company each shall use its reasonable best efforts to have the Prospectus/Proxy Statement cleared by the SEC as promptly as practicable after such filing, and Parent shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after its filing (and keep the S-4 Registration Statement effective for so long as may be necessary to consummate the Merger), and promptly thereafter the Company shall mail the Prospectus/Proxy Statement to its stockholders. Each of the Parties shall promptly furnish to the other all non-privileged information concerning such Party that is required by applicable Law to be included in the Prospectus/Proxy Statement or the S-4 Registration Statement so as to enable Parent to file the S-4 Registration Statement and the Company to file the Prospectus/Proxy Statement. Each of the Company, Parent and each Merger Sub shall promptly correct any information provided by it or any of its Representatives for use in the Prospectus/Proxy Statement or the S-4 Registration Statement if and to the extent that such information is discovered by the Company, Parent or Merger Subs, as applicable, to be or to have become false or misleading in any material respect. Each of the Company and Parent shall, as promptly as practicable after the receipt thereof, provide the other Party with copies of any written comments and advise the other Party of any oral comments with respect to the Prospectus/Proxy Statement or the S-4 Registration Statement received by such Party from the SEC, including any request from the SEC for amendments or supplements thereto, and shall provide the other with copies of all other material or substantive correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Prospectus/Proxy Statement and the S-4 Registration Statement or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall provide the other Party and its counsel a reasonable opportunity to review such document or response (including the proposed final version of such document or response) and consider in good faith the comments of the other Party in connection with any such document or response. No filing of, or amendment or supplement to, the S-4 Registration Statement or the Prospectus/Proxy Statement will be made by either Parent or the Company, respectively, without the other’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and without providing the other Party a reasonable opportunity

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to review and comment thereon. None of the Company, Parent or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Prospectus/Proxy Statement or the S-4 Registration Statement unless, to the extent permitted by the SEC, it consults with the other Party in advance and, to the extent permitted by the SEC, allows the other Party to participate. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the S-4 Registration Statement, and the issuance of any stop order relating thereto or the suspension of the qualification of Parent Shares for offering or sale in any jurisdiction, and each of the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.

(b) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the S-4 Registration Statement (and any amendment or supplement thereto) will, at the time the S-4 Registration Statement is filed and the date it becomes effective under the Securities Act or any post-effective amendment thereto is filed or is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Company stockholders and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and Parent will cause the S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder.

(c) If at any time prior to the Requisite Company Vote, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to either of the Prospectus/Proxy Statement or the S-4 Registration Statement, so that either of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under applicable Law, disseminated to the Company stockholders.

(d) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable Party) stockholders and such other matters as may reasonably be necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or the OTC or Nasdaq, as applicable, in connection with the Prospectus/Proxy Statement and the S-4 Registration Statement.

Section 6.04 Stockholders Meeting . Subject in all events to the terms of this Agreement, the Company shall (a) as soon as reasonably practicable (and in any event within five (5) Business Days) following the date on which the S-4 Registration Statement is declared effective under the Securities Act and the SEC staff advises that it has no further comments on the Prospectus/Proxy Statement or that the Company may commence mailing the Prospectus/Proxy Statement, duly call and give notice of, and commence mailing of the Prospectus/Proxy Statement to the holders of Company Shares as of the record date established for, a meeting of holders of the Company Shares (the “ Company Stockholders Meeting ”) to consider and vote upon the adoption of this Agreement, (b) as soon as reasonably practicable (but in any event within thirty-five (35) calendar days) following the commencement of the mailing of the Prospectus/Proxy Statement pursuant to clause (a)  above, convene and hold the Company Stockholders Meeting, and (c) use its reasonable best efforts to solicit proxies from the Company stockholders in favor of the adoption of this Agreement and take all other actions necessary or advisable to secure the Requisite Company Vote; notwithstanding this Section 6.04 , the Company may (and if requested by Parent, shall be required to) adjourn or postpone the Company Stockholders Meeting to a later date, of not more than fifteen (15) days, to the extent the Company believes in good faith, after consultation with Parent, that such adjournment or postponement is reasonably necessary (i) to ensure that any required supplement or amendment to the Prospectus/Proxy Statement is provided to the holders of Company Shares within a reasonable amount of time in advance of the Company Stockholders Meeting, (ii) to allow reasonable additional time to solicit additional proxies necessary to obtain the Requisite Company Vote, (iii) to ensure that there are sufficient Company Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, or (iv) otherwise where required to comply with applicable Law. Subject to Section 6.02 , the Company Board shall recommend the adoption of the Agreement at the

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Company Stockholders Meeting and, unless there has been an Adverse Recommendation Change permitted by and in accordance with Section 6.02(e) , shall include the Company Recommendation in the Prospectus/Proxy Statement and take all lawful action necessary, proper or advisable on its part to solicit such adoption. For the avoidance of doubt, notwithstanding any Adverse Recommendation Change, the Company shall submit this Agreement to its stockholders for approval at the Company Stockholders Meeting and nothing contained herein (unless this Agreement is terminated in accordance with Article VIII prior to the Company Stockholders Meeting) shall relieve the Company of such obligation.

Section 6.05 Filings; Other Actions; Notification .

(a)  Cooperation .

(i) Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to (A) take or cause to be taken all actions necessary or advisable to consummate and make effective the Mergers and the other Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, (B) obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Mergers or any of the other Transactions, including making any filings in connection therewith and supplying as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to such filings, consents, registrations, approvals, permits and authorizations, (C) execute and deliver any additional instruments necessary to consummate the Transactions and (D) upon the reasonable written request of Parent or any Merger Sub, obtain all necessary or appropriate consents under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the Transactions; provided , that no Party or its Subsidiaries shall be required prior to the Effective Time to pay (and the Company and its Subsidiaries shall not, without the prior written consent of Parent, pay) any costs, expenses, consent or other similar fee or other consideration (other than immaterial administrative and/or legal costs and expenses) or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Material Contract that is not conditioned upon the consummation of the Mergers, to obtain any such consent of any Person under any Material Contract. Parent and the Company shall cooperate in scheduling and conducting any meetings with any Governmental Entity, coordinating and making any applications and filings with, and resolving any investigation or other inquiry of, any agency or other Governmental Entity, obtaining the required statutory approvals, consents, and approvals from any Governmental Entity necessary, proper or advisable to consummate the Mergers, including, in each case, the strategy related thereto; provided, that, in the event Parent and the Company cannot reach an agreement after cooperating in good faith, Parent shall have the final determination over such matters.

(ii) Notwithstanding anything in this Agreement to the contrary, in no event shall Parent or its Affiliates be required to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any assets, properties or businesses of Parent or any of its Affiliates or the Company or any of its Subsidiaries or otherwise to take, and the Company and its Subsidiaries shall not take without the prior written consent of Parent, any action that limits the freedom of action or otherwise restricts any of the assets, properties or businesses of Parent and its Affiliates or the Company and its Subsidiaries if such action (together with any other required action) would be reasonably expected to have a material impact on (A) the Company and its Subsidiaries, taken as a whole, (B) Parent and its Affiliates, taken as a whole, or (C) the benefits reasonably sought to be derived from the Transactions (a “ Burdensome Condition ”). The Company, Parent and each Merger Sub and any of their respective Affiliates shall not take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any applicable waiting period under any Antitrust Laws, or the obtaining of approval of any applicable Governmental Entity, as necessary.

(b)  Information . The Company and Parent each shall, upon request by the other, use reasonable best efforts to furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably be necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Mergers and the Transactions; provided that the limitations set forth in the provisos to Section 6.06 shall apply to the Company’s and Parent’s obligations, mutatis mutandis .

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(c)  Status .

(i) Subject to applicable Law and as required by any Governmental Entity, the Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly informing the other of any substantive oral communication with, and promptly furnishing the other with copies of written notices or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from, any Governmental Entity with respect to such Transactions. Subject to Section 6.05(a) , neither the Company nor Parent shall permit any of its Representatives to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or other inquiry relating to the Transactions unless it, to the extent permitted by Law, consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat.

(ii) Without limiting the generality of Section 6.05(a)  or Section 6.05(c)(i) , the Company and Parent shall each promptly advise the other Party if it obtains knowledge of (A) any written notice or other written communication from any counterparty to a Contract with regard to any action, consent, approval or waiver that is required to be taken or obtained with respect to such Contract in connection with the consummation of the Mergers (and provide a copy thereof) or (B) any written notice or other written communication from any other Person alleging that the consent of such Person is or may be required in connection with the Mergers (and provide a copy thereof). The Company shall notify Parent as promptly as practicable of any written notice or other written communication received after the date of this Agreement from any party to any Material Contract to the effect that such Party has terminated or intends to terminate or otherwise materially and adversely modify its relationship with the Company or any Subsidiary of the Company. Notwithstanding the foregoing, a Party’s failure to comply with this Section 6.05(c)(ii)  ( provided that such failure was not in bad faith) shall not constitute a failure of any condition set forth in Article VII to be satisfied, or otherwise provide any other Party the right not to effect the Transactions, except to the extent that any other provision of this Agreement independently provides such right.

Section 6.06 Access and Reports . Subject to any applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers, directors and employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, provided that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality, (ii) to disclose such documents or information that are reasonably pertinent to any adverse actions, claims, suits or proceedings between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, or (iii) to disclose any privileged information or information subject to attorney work product protection of the Company or any of its Subsidiaries. Notwithstanding anything in this Section 6.06 to the contrary, the Company shall use reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use reasonable best efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements pursuant to which certain Representatives of Parent could be provided access to any such information. All requests for information made pursuant to this Section 6.06 shall be directed to such officer of the Company designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Section 6.07 Stock Exchange Listing and Delisting . Parent shall use its reasonable best efforts to cause the Parent Shares to be issued in the First Merger to be approved for listing on Nasdaq if required under the rules and regulations of Nasdaq, subject to official notice of issuance, prior to the Closing Date. Prior to the Closing, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the OTC to enable the delisting by the Surviving Corporation or the Surviving Company, as the case may be, of the Company Shares from the OTC and the deregistration of the Company Shares under the Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten (10) calendar days after the Closing Date.

Section 6.08 Publicity . The initial press release regarding the Transactions shall be a joint press release, and thereafter, unless an Adverse Recommendation Change shall have occurred, and except with respect to press releases and other public statements in connection with Section 6.02 (to the extent expressly permitted

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pursuant to Section 6.02 ), the Company and Parent each shall obtain the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed prior to issuing any press releases or otherwise making public announcements with respect to the Mergers and the other Transactions unless such Party determines, after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or an interdealer quotation system or a trading market to issue or cause the publication of any press release or other public announcement with respect to the Mergers, this Agreement or the other Transactions, in which event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Party to review and comment upon such press release or other announcement as far in advance as is reasonably practicable and shall give due consideration to all reasonable additions, deletions or changes suggested thereto. Notwithstanding the foregoing, the Company and Parent (and their respective Subsidiaries) may make statements that substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements made by the Parties in compliance with this Section 6.08 . Nothing in this Section 6.08 shall restrict or prohibit the Parties from making any announcement from the date hereof through the Effective Time to its respective employees, customers and other business relations to the extent such Party, as the case may be, determines in good faith that such announcement is necessary or advisable and is consistent in all substantive respects with previous press releases or public disclosures relating to the Mergers and this Agreement.

Section 6.09 Expenses . Whether or not the Mergers are consummated, all costs and expenses incurred in connection with this Agreement, the Mergers and the other Transactions shall be paid by the Party incurring such expense, except (a) that expenses incurred in connection with the filing fee for the S-4 Registration Statement and printing and mailing the Prospectus/Proxy Statement and the S-4 Registration Statement shall be shared equally by Parent and the Company and (b) as otherwise expressly set forth in this Agreement.

Section 6.10 Indemnification; Directors’ and Officers’ Insurance .

(a) For a period of six (6) years from and after the Effective Time, Parent shall cause the Surviving Company, and Parent shall, if the Surviving Company is not able, to indemnify and hold harmless each present and former director or officer of the Company or any of its Subsidiaries and each other Person who, at the request or for the benefit of the Company or any of its Subsidiaries, is or was previously serving as a director, officer, manager, employee or fiduciary of any other Person or any benefit plan of the Company or any benefit plan of any of the Subsidiaries of the Company (in each case, when acting in such capacity), determined as of the Effective Time (the “ Indemnified Parties ”), from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, as provided in the certificate of incorporation or bylaws or other governing documents of the Company or the applicable Subsidiary of the Company in effect on the date of this Agreement or any indemnification agreement between such Indemnified Parties and the Company in existence as of, and disclosed to Parent prior to, the date hereof, to the fullest extent permitted under applicable Law (and Parent shall also advance fees, costs and expenses (including attorney’s fees and disbursements) as incurred to the fullest extent permitted under applicable Law, provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and nonappealable judicial determination that such Person is not entitled to indemnification hereunder or thereunder).

(b) Any Indemnified Party wishing to claim indemnification under Section 6.10(a) , upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Company thereof, but the failure to so notify shall not relieve the Surviving Company or Parent, as applicable, of any liability it may have to such Indemnified Party except to the extent such failure materially prejudices the indemnifying party.

(c) For six (6) years after the Effective Time, Parent shall cause the Surviving Company to maintain in effect provisions in the Surviving Company’s certificate of formation and limited liability company agreement or similar organizational documents (or in such documents of any successor to the business of the Surviving Company) and the organizational documents of any Subsidiary of the Company regarding exculpation, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement (including with respect to the Indemnified Parties). From and after the Effective Time, Parent, the Surviving Corporation and its Subsidiaries and from and after the Second Effective Time, Parent, the Surviving Company and its Subsidiaries, in each

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case, including RT, shall honor and comply with their respective obligations under any indemnification agreement with any Indemnified Party in effect as of (and disclosed or made available to Parent prior to) the date of this Agreement and indemnification obligations under the RT LLC Agreement, and not amend, repeal or otherwise modify any such agreement or the RT LLC Agreement in any manner that would adversely affect any right of any Indemnified Party thereunder.

(d) Prior to the Effective Time, the Company may, as of the Effective Time, obtain and fully pay for “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies with a claims period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance (collectively, “ D&O Insurance ”) with benefits and levels of coverage no less favorable in any material respect to the Indemnified Parties than the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions); provided , however , that in no event shall the Company expend for such policies a premium amount in excess of the amount set forth in Section 6.10(d)  of the Company Disclosure Letter. If the Company, for any reason, fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall or shall cause the Surviving Company to use its best efforts to purchase D&O Insurance for such six (6) year period with benefits and levels of coverage no less favorable in any material respect to the Indemnified Parties than the Company’s existing policies as of the date of this Agreement with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions), provided , however , that in no event shall Parent or the Surviving Company be required to expend for such policies an annual premium amount in excess of the amount set forth in Section 6.10(d)  of the Company Disclosure Letter; and, provided further that if the annual premium of such insurance coverage exceed such amount, Parent or the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount.

(e) If Parent or the Surviving Company or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company shall assume all of the obligations set forth in this Section 6.10 .

(f) The provisions of this Section 6.10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective successors, heirs, assigns and legal representatives. From and after the Effective Time, the obligations of Parent and the Surviving Company under this Section 6.10 shall not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 6.10 applies without the consent of such Indemnified Party.

(g) The rights of the Indemnified Parties under this Section 6.10 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation or bylaws or other governing documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws.

Section 6.11 Other Actions by the Company and Parent .

(a)  Takeover Statute . If any Takeover Statute is or may become applicable to the Mergers or the other Transactions, each of Parent and the Company and their respective boards of directors shall grant such approvals and take such actions as are necessary so that such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate (or to the extent elimination is not possible, minimize) the effects of such statute or regulation on such Transactions.

(b)  Section 16 Matters . The Company Board and the Parent Board shall, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt (i) the disposition of Company Shares and other derivative securities with respect to Company Shares, (ii) the conversion of Company Shares and other derivative securities with respect to Company Shares into Parent Shares or other derivative securities with respect to Parent Shares, as the case may be, and (iii) the acquisition of Parent Shares or other derivative securities with respect to Parent Shares as the case may be, pursuant to the terms

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of this Agreement by officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of the Company who may become an officer or director of Parent subject to the reporting requirements of Section 16(a) of the Exchange Act.

(c) The Company agrees that prior to the Effective Time, neither the Company nor any of its Subsidiaries shall (i) file any registration statement (other than on Form S-8) or (ii) consummate any unregistered offering of securities that by the terms of such offering requires subsequent registration under the Securities Act.

Section 6.12 Litigation . Prior to the Effective Time, the Company will provide Parent with prompt notice of any and all litigation or other legal proceedings commenced or threatened in writing by a Company stockholder against the Company or any of its Subsidiaries, or their respective Boards of Directors, in each case in connection with, arising from or otherwise relating to or regarding the Mergers or the Transactions, including any legal proceeding alleging or asserting any misrepresentation or omission in the Prospectus/Proxy Statement or any other communications to the Company stockholders, other than any legal proceedings among the Parties and their Affiliates (“ Transaction Litigation ”) (including by providing copies of all pleadings with respect thereto) and keep Parent reasonably informed on a current basis with respect to the status thereof and promptly furnish Parent with copies of communications received or documents filed. The Company and Parent shall cooperate in the defense and settlement of any Transaction Litigation. The Company shall promptly notify Parent of such litigation (including any threats thereof) and (i) consult with Parent on, and consider in good faith all of Parent’s comments to, all filings, pleadings and responses proposed to be filed or submitted by or on behalf of the Company prior to such filing or submission, (ii) give Parent the opportunity to participate in the Company’s defense or settlement of any Transaction Litigation at Parent’s sole cost and expense and (iii) consult with Parent with respect to the proposed strategy, material actions and significant decisions (including relating to defense, settlement and prosecution) with respect to any Transaction Litigation. The Company agrees that it shall not settle or offer to settle any Transaction Litigation without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 6.13 Obligations of Merger Subs . Parent shall take all action necessary to cause each Merger Sub, the Surviving Corporation, and the Surviving Company to perform their respective obligations under this Agreement.

Section 6.14 Tax Matters .

(a)  Intended Tax Treatment . Each of the Parties shall (and shall cause their respective Affiliates to) use its reasonable best efforts (1) to cause the Mergers, taken together, to qualify for the Intended Tax Treatment, and (2) not to knowingly take any action not required by this Agreement or fail to take any action required by this Agreement that could reasonably be expected to prevent or impede the Mergers, taken together, from qualifying for the Intended Tax Treatment; provided, that, notwithstanding any provision in this Agreement to the contrary, following the Mergers, neither Parent nor any Subsidiary of Parent (including, without limitation, the Surviving Company and its Subsidiaries) shall be obligated to retain any assets of the Company or any of its Subsidiaries other than those that, in the sole discretion of Parent, exercised in good faith, are directly related to the ownership and operation of RT and its business.

(b)  Tax Opinions . If, in connection with the preparation and filing of the S-4 Registration Statement (including the Prospectus/Proxy Statement), the SEC requires that a tax opinion be prepared and submitted to the SEC regarding the tax treatment of the Mergers, each Party shall use reasonable best efforts to execute and deliver customary Tax representation letters to counsel rendering such opinion in form and substance reasonably satisfactory to such counsel.

ARTICLE VII

CONDITIONS

Section 7.01 Conditions to Each Party’s Obligation to Effect the Mergers . The respective obligation of each Party to effect the Mergers is subject to the satisfaction or waiver by the Parties at or prior to the Effective Time of each of the following conditions:

(a)  Company Stockholder Approval . This Agreement shall have been duly adopted by holders of Company Shares constituting the Requisite Company Vote in accordance with applicable Law and the certificate of incorporation and bylaws of the Company.

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(b)  Nasdaq Listing . The Parent Shares issuable to the Company stockholders pursuant to this Agreement shall have been authorized for listing on Nasdaq subject to official notice of issuance if required under the rules and regulations of Nasdaq.

(c)  No Injunctions or Restraints . No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order that makes illegal, enjoins or otherwise prohibits the consummation of the Mergers.

(d)  S-4 . The S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued (and not rescinded), and no proceedings for that purpose shall be pending before the SEC.

Section 7.02 Conditions to Obligations of Parent and Merger Subs . The obligations of Parent and each Merger Sub to effect the Mergers are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

(a)  Representations and Warranties . Each of the representations and warranties of the Company set forth in (i)  Section 5.01 (other than Section 5.01(a)  ( Organization, Good Standing and Qualification ), Section 5.01(b)  ( Capital Structure ), Section 5.01(c)  ( Corporate Authority, Approval ), Section  5.01(d)(ii)(A ) ( N on-Co ntravention ), Section 5.01(f)(ii)  ( Absence of Certain Changes ), and Section 5.01(t)  ( Brokers and Finders )) shall be true and correct (without regard to “materiality,” “Company Material Adverse Effect” and similar qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), other than for such failures to be so true and correct that would not constitute a Company Material Adverse Effect, (ii)  Section 5.01(b)(i) and Section 5.01(b)(ii)  shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), except for de minimis inaccuracies, and (iii)  Section 5.01(a)  ( Organization, Good Standing and Qualification ), Section 5.01(b)  (other than Sectio n 5.01(b)(i )  and Section 5.01(b)(ii))  ( Capital Structure ), Section 5.01(c)  ( Corporate Authority, Approval ), Section 5.01(d)(ii)(A)  ( No n-Contrave ntion ), Section 5.01(f)(ii)  ( Absence of Certain Changes ), and Section 5.01(t)  ( Brokers and Finders ) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date).

(b)  Performance of Obligations of the Company . The Company shall have performed and complied with, in all material respects, all of its obligations under this Agreement required to be performed or complied with by it at or prior to the Closing.

(c)  No Company Material Adverse Effect . Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect that is continuing.

(d)  DG Promissory Note Payoff Agreement . The Company shall have received the DG Promissory Note Payoff Agreement duly executed by all parties thereto and the DG Promissory Note Payoff Agreement is in full force and effect as of the Effective Time.

(e)  DG Transfer Instrument . Parent shall have received a copy of the DG Transfer Instrument duly executed by DG and Standard Silver, and the Property (as defined in the DG Promissory Note Payoff Agreement) shall have been validly conveyed, transferred and assigned from Standard Silver to DG and duly recorded as of the Effective Time.

(f)  Officer’s Certificate . Parent shall have received at the Closing a certificate signed on behalf of the Company by an executive officer of the Company to the effect that the conditions set forth in Section 7.02(a) , Section 7.02(b) , Section 7.02(c) , Section 7.02(d)  and Section 7.02(e)  have been satisfied.

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(g)  Regulatory Consents . The waiting periods, if any, (and any extensions thereof pursuant to an agreement with a Governmental Entity) applicable to the Mergers will have expired or otherwise been terminated, or all requisite consents, directions or orders required to consummate the Mergers pursuant thereto will have been obtained without the imposition of a Burdensome Condition.

Section 7.03 Conditions to Obligations of the Company . The obligation of the Company to effect the Mergers is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

(a)  Representations and Warranties . Each of the representations and warranties of Parent and Merger Subs set forth in (i)  Section 5.02 (other than Section 5.02(a)  ( Organization, Good Standing and Qualification ), Section 5.02(b)  ( Capital Structure ), Section 5.02(c)  ( Corporate Authority, Approval ), Section 5. 02(d)(ii)  ( No n-Contrav ention ), Section 5.02(f)(ii)  ( Absence of Certain Changes ), and Section 5.02(h)  ( Brokers and Finders )) shall be true and correct (without regard to “materiality,” “Parent Material Adverse Effect” and similar qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), other than for such failures to be so true and correct that would not constitute a Parent Material Adverse Effect, (ii)  Section 5.02(b)(i)  and Section 5.02(b)(ii)  shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), except for de minimis inaccuracies, and (iii)  Section 5.02(a)  ( Organization, Good Standing and Qualification ), Section 5.02(b)  (other than Secti on 5.02(b)(i ) and Section 5.02(b)(ii) ) ( Capital Structure ), Section 5.02(c)  ( Corporate Authority, Approval ), Section 5.02(d)(ii) ( Non-Contrav ention ), Section 5.02(f)(ii)  ( Absence of Certain Changes ), and Section 5.02(h)  ( Brokers and Finders ) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date).

(b)  Performance of Obligations of Parent and Merger Subs . Each of Parent and each Merger Sub shall have performed and complied with, in all material respects, all of their respective obligations under this Agreement required to be performed or complied with by them at or prior to the Closing.

(c)  No Parent Material Adverse Effect . Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect that is continuing.

(d)  Officer’s Certificate . The Company shall have received at the Closing a certificate signed on behalf of Parent and each Merger Sub by an executive officer of Parent to the effect the conditions set forth in Section 7.03(a) , Section 7.03(b) , and Section 7.03(c)  have been satisfied.

(e)  Regulatory Consents . The waiting periods, if any, (and any extensions thereof pursuant to an agreement with a Governmental Entity) applicable to the Mergers will have expired or otherwise been terminated, or all requisite consents, directions or orders required to consummate the Mergers pursuant thereto will have been obtained.

ARTICLE VIII

TERMINATION

Section 8.01 Termination by Mutual Consent . This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after the Requisite Company Vote is obtained, by mutual written consent of the Company and Parent.

Section 8.02 Termination by Either Parent or the Company . This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after the Requisite Company Vote, by either Parent or the Company if:

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(a) the Mergers shall not have been consummated by December 4, 2026 (the “ End Date ”); provided that the right to terminate this Agreement pursuant to this Section 8.02(a)  shall not be available to any Party that has materially breached its obligations under this Agreement in any manner whose action or failure to act has been the primary cause of, or primarily resulted in, the failure of the Mergers to have been consummated by the End Date;

(b) the adoption of this Agreement by the stockholders of the Company shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; or

(c) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable provided , however , that the right to terminate this Agreement pursuant to this Section 8.02(c)  shall not be available to a Party whose action or failure to act has been the primary cause of, or primarily resulted in, the action or event described in this Section 8.02(c)  occurring; and provided further that , the Party seeking to terminate this Agreement pursuant to this Section 8.02(c)  shall have complied with its obligations under Section 6.05 .

Section 8.03 Termination by the Company . This Agreement may be terminated and the Mergers may be abandoned by the Company at any time prior to the Effective Time:

(a) whether before or after the Requisite Company Vote is obtained, if there has been a breach of any representation, warranty, covenant or agreement made by Parent or Merger Subs in this Agreement, such that (i)  Section 7.03(a) , Section 7.03(b) , or Section 7.03(c)  would not be satisfied and (ii) such breach is not curable or, if curable by the End Date, Parent (A) shall not have commenced good faith efforts to cure such breach or failure to perform within fifteen (15) calendar days following receipt by Parent of written notice of such breach or failure to perform from the Company stating the Company’s intention to terminate this Agreement pursuant to this Section 8.03(a)  and the basis for such termination or (B) is not thereafter continuing to take good faith efforts to cure such breach or failure to perform.

Section 8.04 Termination by Parent . This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time by Parent if:

(a) if an Adverse Recommendation Change shall have occurred or the Company approves or enters into an Alternative Acquisition Agreement; or

(b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, such that (i)  Sections 7.02(a) , Section 7.02(b)  or Section 7.02(c)  would not be satisfied and (ii) such breach is not curable or, if curable by the End Date, the Company (A) shall not have commenced good faith efforts to cure such breach or failure to perform within fifteen (15) calendar days following receipt by the Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 8.04(b)  and the basis for such termination or (B) are not thereafter continuing to take good faith efforts to cure such breach or failure to perform.

Section 8.05 Effect of Termination and Abandonment .

(a) The Party terminating this Agreement pursuant to this Article VIII (other than pursuant to Section 8.01 ) must deliver written notice thereof to the other Parties setting forth in reasonable details the provision of this Article VIII pursuant to which this Agreement is being terminated and the facts and circumstances forming the basis for such termination pursuant to such provision. Any proper and valid termination of this Agreement pursuant to this Article VIII will be effective immediately upon the delivery of written notice by the terminating Party to the other Parties. Except as otherwise provided in this Section 8.05 , in the event of termination of this Agreement and the abandonment of the Mergers pursuant to this Article VIII , this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided , however , and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any Party of any liability or damages to the other Party resulting from fraud in the making of any representation or warranty expressly set forth herein or any Willful Breach of this Agreement and (ii) the provisions set forth in this Section 8.05 and Art icle IX shall survive termination of this Agreement.

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(b)  Payment of Termination Fee by the Company .

(i) If this Agreement is terminated by Parent pursuant to Section 8.04(a)  ( Company Adverse Recommendation Change ), then the Company shall pay to Parent, by wire transfer of immediately available funds, $3,250,000 (the “ Termination Fee ”) within two (2) Business Days following the date of any such termination by Parent; provided , that if either Parent or the Company terminates this Agreement pursuant to Section 8.02(b)  ( Company Stockholder Approval Not Obtained ) at any time after Parent would have been permitted to terminate this Agreement pursuant to Section 8.04(a)  ( Company Adverse Recommendation Change ), this Agreement shall be deemed terminated by Parent pursuant to Section 8.04(a)  ( Company Adverse Recommendation Change ) for purposes of this Section 8.05(b)(i) .

(ii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.02(a)  ( Termination for End Date ) or Section 8.02(b)  ( Company Stockholder Approval Not Obtained ), or by Parent pursuant to Section 8.04(b)  ( Company Terminable Breach ), (B) an Acquisition Proposal has been publicly announced or otherwise communicated to the Company’s stockholders after the date of this Agreement and before the date this Agreement is so terminated, and (C) within twelve (12) months following the date of such termination (1) the Company Board has recommended that stockholders vote in favor of, or tender into, an Acquisition Proposal, (2) the Company has entered into an Alternative Acquisition Agreement providing for the consummation of an Acquisition Proposal, or (3) an Acquisition Proposal has been consummated ( provided, that for purposes of this Section 8.05(b)(ii)(C) , each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in cash in immediately available funds, concurrently with the occurrence of the applicable event described in Section 8.05(b)(ii)(C) above, the Termination Fee.

(iii) The Company acknowledges that the agreements contained in this Section 8.05(b)  are an integral part of the Transactions, and that, without these agreements, Parent and each Merger Sub would not enter into this Agreement. Accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 8.05(b) , and, in order to obtain such payment, Parent or any Merger Sub commences a suit that results in a judgment against the Company requiring payment of the Termination Fee or reimbursement of expenses set forth in this Section 8.05(b)  or any portion of such amounts, the Company shall pay to Parent and each Merger Sub their costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on the amount of the fee, at the prime rate (as published in The Wall Street Journal ) in effect on the date such payment was required to be made, from the date such payment was required to be made through the date of payment.

(c)  Exclusive Remedy . The Parties agree and understand that in no event shall the Company be required to pay the Termination Fee on more than one occasion. Except in the case of a Willful Breach of this Agreement, if Parent receives the full amount of the Termination Fee from the Company in the circumstances described in Section 8.05(b)(i)  or (ii) , such payment shall be the sole and exclusive remedy of Parent against the Company and its Subsidiaries and their respective former, current or future partners, stockholders, managers, members, Affiliates and Representatives and none of the Company, any of its Subsidiaries or any of their respective former, current or future partners, stockholders, managers, members, Affiliates, or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions.

(d)  Liquidated Damages . Without in way limiting the rights of the Parties to seek specific performance or other equitable remedy pursuant to Section 9.05 , the Company, Parent and each Merger Sub acknowledge and agree that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which such Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergers, which amount would otherwise be impossible to calculate with precision.

ARTICLE IX

MISCELLANEOUS AND GENERAL

Section 9.01 Survival . This Article IX and the agreements of the Company, Parent and Merger Subs contained in Article II , Article III , Article IV , Section 6.07 ( Stock Exchange Listing and Delisting ), Section 6.09 ( Expenses ), Section 6.10 ( Indemnification; Directors’ and Officers’ Insurance ) and Article IX shall survive the consummation of the Mergers. All other representations, warranties, covenants and agreements in this Agreement shall not survive the consummation of the Mergers.

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Section 9.02 Modification or Amendment . Subject to the provisions of applicable Law, at any time prior to the Effective Time, this Agreement may be amended, modified or supplemented in writing by the Parties, by action of the board of directors of the respective Parties; provided, that after the Requisite Company Vote has been obtained there shall be no amendment or waiver that would require the further approval of the stockholders of the Company under applicable Law without such approval having first been obtained.

Section 9.03 Waiver of Conditions . The conditions to each of the Parties’ obligations to consummate the Mergers are for the sole benefit of such Party and may be waived by such Party in whole or in part to the extent permitted by applicable Law. Any failure or delay in exercising any right pursuant to this Agreement will not constitute a waiver of such right.

Section 9.04 Counterparts . This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

Section 9.05 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE; REMEDIES .

(a) THIS AGREEMENT, ALL ACTIONS, CLAIMS, SUITS OR PROCEEDINGS IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE, THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, THE NEGOTIATION OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTIONS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD HAVE THE EFFECT OF APPLYING THE LAWS OF, OR DIRECTING A MATTER TO, ANOTHER JURISDICTION. The Parties hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and, if such courts will not have jurisdiction, the Federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Mergers and the other Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such a Delaware State or Federal court. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9.06 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OF THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED TO SUCH PARTY, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.05 .

(c) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that (i) the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware, without the necessity of proving

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the inadequacy of money damages as a remedy (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which such Party is entitled at Law or in equity and each Party agrees that it shall not allege, and each Party hereby waives the defense, that there is an adequate remedy available at Law, and (ii) the right of specific enforcement is an integral part of the Transactions and without that right neither the Company nor Parent would have entered into this Agreement. The Parties further agree that (i) by seeking the remedies provided for in this Section 9.05(c) , a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement, including, subject to Section 8.05(c) , monetary damages in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 9.05(c)  are not available or otherwise are not granted and (ii) nothing contained in this Section 9.05(c)  shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 9.05(c)  before exercising any termination right under Article VIII (and pursuing damages after such termination) nor shall the commencement of any action pursuant to this Section 9.05(c)  or anything contained in this Section 9.05(c)  restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of Article VIII or pursue any other remedies under this Agreement that may be available then or thereafter. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 9.05(c)  shall not be required to provide any bond or other security in connection with any such order or injunction.

(d) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby or by law or equity upon such Party, and the exercise by a Party of any one remedy will not in and of itself preclude the exercise of any other remedy; provided , that the Parties acknowledge and agree that, while a Party may pursue a grant of specific performance prior to the valid termination of this Agreement, following a valid termination of this Agreement, under no circumstances shall such Party be permitted or entitled to seek a grant of specific performance to cause the Closing to occur or to enforce any provision of this Agreement which does not survive such termination.

Section 9.06 Notices . Any notice, request, instruction or other document or communication to be given to any Party hereunder shall be in writing and will be deemed to have been duly delivered and received hereunder (a) upon delivery if personally delivered by hand providing proof of delivery, (b) on the date sent by email (provided that no “bounce back” or similar message of non-delivery is received with respect thereto), or (c) when delivered if sent by a nationally recognized overnight courier service (with confirmation of delivery), in each case to the intended recipient as set forth below:

(a) if to Parent or Merger Subs:

USA Rare Earth, Inc.

100 West Airport Road

Stillwater, OK 74075

Attention: David Kronenfeld

Email: david.kronenfeld@usare.com

(with a copy, which shall not constitute notice, to):

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: Joel Rubinstein; Gregory Pryor; Joseph F. Rosati

E-mail: joel.rubinstein@whitecase.com; gpryor@whitecase.com; joseph.rosati@whitecase.com

(b) if to the Company:

Texas Mineral Resources Corp.

527 21 st Street, #44

Galveston, TX 77550

Attention: Anthony Marchese

Email: amarchese@tmrcorp.com

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(with a copy, which shall not constitute notice, to):

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attention: Mitchell Nussbaum; Megan Stombock

Email: mnussbaum@loeb.com; mstombock@loeb.com

or to such other Persons or addresses as may be designated in writing by the Party to receive such notice as provided above.

Section 9.07 Entire Agreement . This Agreement (including any exhibits and schedules hereto), the Ancillary Agreements, and the Non-Disclosure Agreement dated February 8, 2026, between Parent and the Company (the “ Confidentiality Agreement ”) constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the Parties, with respect to the subject matter of this Agreement.

Section 9.08 No Third Party Beneficiaries . Parent, each Merger Sub and the Company hereby agree that their respective representations, warranties and covenants set forth herein and in the Ancillary Agreements are solely for the benefit of the Parties, in accordance with and subject to the terms of this Agreement and the Ancillary Agreements and are not intended to, and do not, confer upon any Person other than the Parties any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, except (a) as provided in Section 6.10 ( Indemnification; Directors’ and Officers’ Insurance ) and (b) if the Effective Time occurs, the right of the Company’s shareholders to receive the Merger Consideration, cash in lieu of fractional Parent Shares pursuant to Section 4.02(f)  and any distribution or dividend payable pursuant to Section 4.02(d)  in accordance with Article IV . The Parties further agree that the rights of third party beneficiaries under Section 6.10 shall not arise unless and until the Effective Time occurs.

Section 9.09 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of such provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

Section 9.10 Interpretation; Construction .

(a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions of this Agreement. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” are not exclusive. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “made available to Parent,” “furnished,” “provided” or “delivered” and words of similar import refer to documents or information posted to the “Project Hammer – VDR” file on SharePoint by or on behalf of the Company by no later than 5:00 p.m. Eastern Time on March 2, 2026, or that has been filed with the SEC and is publicly accessible on the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) database at least two (2) Business Days prior to the date hereof. All references to lists or copies of any documents (including those “made available to Parent,” “furnished,” “provided” or “delivered” and words of similar import (as applicable)) shall mean true, correct and complete copies of such lists or documents, as applicable. All pronouns and all variations thereof will be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person may require. The defined terms contained in this Agreement are applicable to the singular, as well as to the plural, forms of such terms. References to any statute, rule, regulation, law or Law shall be deemed to refer to all applicable Laws as amended or supplemented from time to time and to any rules, regulations and interpretations promulgated thereunder. All references to “$” or “cents” in this Agreement are to United States dollars

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or divisions thereof. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time, in accordance with its terms. References to any Person include the successors and permitted assigns of that Person. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.”

(b) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

(c) References to days mean calendar days unless otherwise specified. The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date. If no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following May 18 is June 18 and one month following May 31 is July 1). When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively.

(d) A reference to any specific legislation or to any provision of any legislation includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto, except that, for purposes of any representations and warranties in that Agreement that are made as a specific date, references to any specific legislation will be deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued thereunder or pursuant thereto) as of such date. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time, and any exhibits, schedules, annexes, statements of work, riders and other documents attached thereto.

(e) References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by electronic delivery. References to “written” will be construed in the same manner.

Section 9.11 Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence and except as set forth herein, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 9.12 Company Disclosure Letter . The Parties agree that the disclosure set forth in any particular section or subsection of the Company Disclosure Letter will be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Company that are set forth in the corresponding Section or subsection of this Agreement; and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b)  only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure, notwithstanding the omission of any reference or cross-reference thereto. Each capitalized term used in the Company Disclosure Letter but not otherwise defined therein has the meaning given to such term herein. The Company Disclosure Letter may include items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts herein or in the Company Disclosure Letter, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes hereof or otherwise. Notwithstanding any provision of this Agreement to the contrary, the Company Disclosure Letter are “facts ascertainable” as that term is used in Section 251(b) of the DGCL, and does not form part of this Agreement but instead operates upon the terms of this Agreement as provided herein in accordance with Section 268(b) of the DGCL.

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Section 9.13 Parent Disclosure Letter . The Parties agree that the disclosure set forth in any particular section or subsection of the Parent Disclosure Letter will be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of Parent and Merger Subs that are set forth in the corresponding Section or subsection of this Agreement; and (b) any other representations and warranties (or covenants, as applicable) of Parent and Merger Subs that are set forth in this Agreement, but in the case of this clause (b)  only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure, notwithstanding the omission of any reference or cross-reference thereto. Each capitalized term used in the Parent Disclosure Letter but not otherwise defined therein has the meaning given to such term herein. The Parent Disclosure Letter may include items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts herein or in the Parent Disclosure Letter, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes hereof or otherwise. Notwithstanding any provision of this Agreement to the contrary, the Parent Disclosure Letter are “facts ascertainable” as that term is used in Section 251(b) of the DGCL, and does not form part of this Agreement but instead operates upon the terms of this Agreement as provided herein in accordance with Section 268(b) of the DGCL.

ARTICLE X

CERTAIN DEFINITIONS

Section 10.01 Definitions . For the purposes of this Agreement, the following terms shall have the meanings specified in this Section 10.01 .

“ Acceptable Confidentiality Agreement ” means a confidentiality agreement that (i) contains provisions that are no less favorable in the aggregate to the Company (and its Affiliates and Representatives) than those contained in the Confidentiality Agreement that are applicable to the Company, (ii) does not contain terms that restrict the Company’s ability to comply with its obligations under this Agreement (including Section 6.02 ) and (iii) that does not contain any provision requiring the Company or its Subsidiaries to pay or reimburse the counter-party’s fees, costs or expense of any nature.

“ Acquisition Proposal ” means any inquiry, proposal (whether or not in writing) or offer from any person or group (other than Parent and its Subsidiaries) relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition of any of the Company’s interest in RT, (ii) acquisition that, if consummated, would result in any person or group owning twenty percent (20%) or more of the consolidated assets (based on the fair market value thereof), revenues or net income of the Company and its subsidiaries, (iii) acquisition of Company Shares representing twenty percent (20%) or more of the outstanding Company Shares, (iv) tender offer or exchange offer that, if consummated, would result in any person or group having beneficial ownership of Company Shares representing twenty percent (20%) or more of the outstanding Company Shares, (v) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which such person or group (or the equity holders of any person) would acquire, directly or indirectly, twenty percent (20%) or more of the aggregate voting power of the Company or such surviving entity, or (vi) combination of the foregoing, in each case, other than the Mergers.

“ Adverse Recommendation Change ” has the meaning set forth in Section 6.02(d) .

“ Affiliate ” means, when used with respect to any Party, any Person who is an “affiliate” of that Party within the meaning of Rule 405 promulgated under the Securities Act.

“ Agreement ” has the meaning set forth in the Preamble.

“ Alternative Acquisition Agreement ” has the meaning set forth in Section 6.02(a)(v) .

“ Ancillary Agreements ” means the Confidentiality Agreement, the Voting and Support Agreements, and the other documents certificates and instruments and agreements among the Parties as contemplated by or referred to herein.

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“ Anti-Corruption Laws ” means all U.S. and non-U.S. Laws related to the prevention of corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Canada Corruption of Foreign Public Officials Act of 1999, the UK Bribery Act 2010, the legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable Law that prohibits bribery, corruption, fraud or other improper payments.

“ Antitrust Laws ” has the meaning set forth in Section 5.01(d)(i) .

“ Applicable Date ” has the meaning set forth in Section 5.01(e)(i) .

“ Appraisal Shares ” has the meaning set forth in Section 4.03 .

“ Balance Sheet ” has the meaning set forth in Section 5.01(h) .

“ Bankruptcy and Equity Exception ” has the meaning set forth in Section 5.01(c)(i) .

“ Book Entry Company Share ” has the meaning set forth in Section 4.01(a) .

“ Book Entry Parent Shares ” means uncertificated Parent Shares represented by book entry.

“ Burdensome Condition ” has the meaning set forth in Section 6.05(a)(ii) .

“ Business Day ” means any day ending at 11:59 p.m. (Eastern Time), other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City of New York.

“ Bylaws ” has the meaning set forth in Section 2.02(a) .

“ Capitalization Date ” has the meaning set forth in Section 5.01(b)(i) .

“ Certificate ” has the meaning set forth in Section 4.01(a) .

“ Certificate of Formation ” has the meaning set forth in Section 2.01(b) .

“ Certificate of Merger ” has the meaning set forth in Section 1.03(a) .

“ Charter ” has the meaning set forth in Section 2.01 .

“ Closing ” has the meaning set forth in Section 1.02 .

“ Closing Date ” has the meaning set forth in Section 1.02 .

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Commerce Department ” means the United States Department of Commerce.

“ Company ” has the meaning set forth in the Preamble.

“ Company Benefit Plan ” means (a) all “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) and (b) all other compensation or benefit plans, programs, policies, practices, agreements or other arrangements, whether or not subject to ERISA, including, all cash, equity-based, incentive, bonus, employment, consulting, retention, change of control, health, medical, dental, disability, accident, life insurance, vacation, relocation, loan, fringe benefit, severance, retirement, supplemental retirement, profit sharing, pension, deferred compensation, defined contribution, savings, or termination plans, programs, policies, practices agreements or other arrangements, in each case of paragraphs (a)  and (b), that are sponsored, maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any current, potential, or contingent liability, in each case, for the benefit of any current or former employee, director, or individual independent contractor (or any dependent or beneficiary thereof).

“ Company Board ” has the meaning set forth in the Recitals.

“ Company Data ” means any and all data and information received, generated, collected, owned or processed by or on behalf of the Company in connection with the operation of its business.

“ Company Disclosure Letter ” has the meaning set forth in Section 5.01 .

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“ Company Intellectual Property ” means any and all Intellectual Property owned (or purported to be owned), in whole or in part, by the Company or any of its Subsidiaries, and includes all Registered IP.

“ Company Invested Entity ” has the meaning set forth in Section 5.01(b)(iii) .

“ Company Material Adverse Effect ” means any event, change, effect, development, state of facts, fact, condition, circumstance or occurrence that, individually or in the aggregate with all other events, changes, effects, developments, states of facts, fact, conditions, circumstances and occurrences, (a) would, or would reasonably be expected to, prevent, materially delay or materially impede the ability of the Company to consummate the Mergers and the other Transactions prior to the End Date or (b) is, or would reasonably be expected to be, materially adverse to the business, results of operations, or financial condition of the Company and its Subsidiaries, taken as a whole; provided that none of the following (or the results thereof) shall be taken into account, either alone or in combination, in determining whether a Company Material Adverse Effect has occurred for purposes of clause (b)  of this definition: (i) any changes in general United States or global economic conditions, (ii) any changes in the general conditions of the industries in which the Company and its Subsidiaries operate (including any change (on a current or forward basis) in the price of precious metals or rare earth metals or minerals, changes in commodity prices or general market prices affecting the mining industry generally), (iii) any decline in the market price or trading volume of the Company Shares, in and of itself ( provided that the exception in this clause (iii)  shall not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such decline from being taken into account in determining whether there has been a Company Material Adverse Effect), (iv) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period ( provided that the exception in this clause (iv)  shall not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such failure from being taken into account in determining whether there has been a Company Material Adverse Effect), (v) the negotiation, execution and delivery of this Agreement or the public announcement or pendency of the Mergers or any of the other Transactions ( provided that the exception in this clause (v)  shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Transactions), (vi) any change in applicable Law or GAAP (or authoritative interpretations or enforcement thereof), (vii) (A) any hurricane, tornado, earthquake, flood, fire, explosion, weather-related event, natural or man-made disaster, act of God or other force majeure events or occurrences, (B) epidemics, pandemics or disease outbreaks (including COVID-19) or the worsening thereof or applicable Laws (or the interpretation thereof) adopted in response thereto, or (C) any outbreak or escalation or worsening of hostilities, acts of war (whether or not declared), military actions, acts of insurrection, political unrest, riots or any act of sabotage or terrorism (foreign or domestic) including, in all cases of this clause (vii), the response of any Governmental Entities thereto, or (viii) any action taken by the Company or its Subsidiaries at Parent’s written request; except, in the cases of clauses (i), (ii), (vi) and (vii), to the extent that the Company and its Subsidiaries, taken as a whole, are disproportionately adversely affected thereby in any material respect as compared to other participants in the industries or geographies in which the Company and its Subsidiaries operate.

“ Company Preferred Shares ” has the meaning set forth in Section 5.01(b)(i) .

“ Company Recommendation ” has the meaning set forth in Section 5.01(c)(ii) .

“ Company Reports ” has the meaning set forth in Section 5.01(e)(i) .

“ Company Share ” has the meaning set forth in Section 4.01(a) .

“ Company Stock Plan ” means the Texas Mineral Resources Corp. Amended and Restated 2008 Stock Option Plan, as amended from time to time.

“ Company Stockholders Meeting ” has the meaning set forth in Section 6.04 .

“ Confidentiality Agreement ” has the meaning set forth in Section 9.07 .

“ Contract ” means any agreement, lease, license, contract, note, mortgage, indenture, arrangement, franchise, arrangement, commitment, understanding, joint venture, partnership, instrument, or other right or obligation (whether written or oral).

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“ D&O Insurance ” has the meaning set forth in Section 6.10(d) .

“ Delaware LLC Act ” has the meaning set forth in the Recitals.

“ DG ” means Daniel Gorski.

“ DG Promissory Note ” means that certain promissory note, dated as of December 5, 2024, by and between DG and the Company.

“ DG Promissory Note Payoff Agreement ” means an agreement, in form and substance reasonably satisfactory to Parent, between DG and Standard Silver that, upon the repayment of all amounts due under the DG Promissory Note as set forth therein in property, (i) the DG Promissory Note is terminated and shall be of no further force or effect, (ii) the holder thereof has released and discharged Standard Silver and its Affiliates (including, from and after the Effective Time, Parent and its Affiliates) from any and all claims, obligations, Liens and liabilities arising under or in connection with the DG Promissory Note, and (iii) the holder thereof shall have no further rights or claims against Standard Silver and its Affiliates (including, from and after the Effective Time, Parent and its Affiliates) arising under or in connection with the DG Promissory Note.

“ DG Transfer Instrument ” means such transfer and assignment agreement, grant, deed, bill of sale, or other document or instrument necessary to validly reconvey, transfer, and assign the Property (as defined in the DG Promissory Note Payoff Agreement), from Standard Silver to DG which such DG Transfer Instrument shall include indemnification provisions in favor of the Company and its Affiliates (including, from and after the Effective Time, Parent and its Affiliates) in respect of any and all liabilities to the extent arising out of, or relating to the DG Promissory Note Payoff Agreement and the DG Transfer Instrument in form and substance reasonably satisfactory to Parent.

“ DGCL ” has the meaning set forth in the Recitals.

“ Disclosure Letters ” has the meaning set forth in Section 5.02 .

“ DTC ” has the meaning set forth in Section 4.02(b) .

“ Effective Time ” has the meaning set forth in Section 1.03(a) .

“ End Date ” has the meaning set forth in Section 8.02(a) .

“ Environmental Claim ” means any claim, action, cause of action, suit, proceeding, investigation, removal or remedial action, request for information, decree, order, demand or notice (written or oral) by any Person alleging actual or potential liability (including, actual or potential liability for investigatory costs, cleanup costs, indemnification, governmental response costs, natural resources damages, remedial or other property damages, compliance or enforcement costs, personal injuries, attorneys’ or consultants’ fees or penalties) arising out of, based on, resulting from or relating to (a) the presence, Release of or exposure to any Hazardous Substance, or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

“ Environmental Law ” means Law relating to: (a) pollution or the protection, restoration, rehabilitation, mine closure, reclamation, remediation, investigation or restoration of the environment or natural resources, (b) the handling, disposal, use, presence, sale, distribution, marketing, labeling, importation, exportation, generation, treatment, storage, Release or threatened Release of, or contamination by, any Hazardous Substance, (c) health and safety relating to exposure to any hazardous, dangerous or toxic substances, or (d) consumer product, worker or environmental warnings as relates to exposure to hazardous, dangerous or toxic substances.

“ Environmental Permits ” has the meaning set forth in Section 5.01(l)(i) .

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means all employers (whether or not incorporated) that would be treated together with any other employer (whether or not incorporated), as a “single employer” within the meaning of Section 414 of the Code.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Exchange Agent ” has the meaning set forth in Section 4.02(a) .

“ Exchange Fund ” has the meaning set forth in Section 4.02(a) .

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“ Exchange Ratio ” means the quotient obtained by dividing (a) the Parent Share Consideration by (b) the aggregate number of Company Shares outstanding as of the Effective Time on a fully diluted basis.

“ Excluded Share ” has the meaning set forth in Section 4.01(a) .

“ First Merger ” has the meaning set forth in the Recitals.

“ First Merger Sub ” has the meaning set forth in the Preamble.

“ First Merger Sub Board ” has the meaning set forth in the Recitals.

“ GAAP ” means generally accepted accounting principles in the United States as of the date of this Agreement.

“ Government Official ” means any officer or employee of a Governmental Entity or any department, agency or instrumentality thereof, including state-owned entities, or of a public organization or any person acting in an official capacity for or on behalf of any such government, department, agency, or instrumentality or on behalf of any such public organization.

“ Governmental Entity ” has the meaning set forth in Section 5.01(d)(i) .

“ Hazardous Substance ” means any substance that is listed, classified or regulated pursuant to, or that may give rise to standards of conduct or liability under, any Environmental Law, including any petroleum product, compound or by-product, explosive material, volatile organic compounds, semi-volatile organic compounds, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, dioxins, heavy metals, per- and polyfluoroalkyl substances, mold, radioactive material and radon.

“ Indebtedness ” means, excluding the DG Promissory Note, with respect to any Person, without duplication, as of the date of determination: (a) all obligations of such Person for borrowed money, including accrued and unpaid interest, and any prepayment fees or penalties; (b) all obligations of such Person evidenced by bonds, debentures, indentures, notes or similar instruments; (c) all obligations of such Person issued or assumed as the deferred purchase price of property or service (including any potential future earn-out, purchase price adjustment, release of “holdback” or similar payment); (d) all lease obligations of such Person which have been or should be, in accordance with GAAP, recorded as capitalized lease liabilities; (e) all Indebtedness of others secured by a Lien on property or assets owned or acquired by such Person, whether or not the Indebtedness secured thereby have been assumed; (f) all obligations of such Person under interest rate, currency or commodity derivatives or hedging transactions or similar arrangement (valued at the termination value thereof); (g) all letters of credit, performance bonds or surety bonds issued for the account of such Person, to the extent drawn upon; (h) any earned, owed, or accrued, but unpaid, salaries, wages, or other compensation (including, severance) or unpaid expense reimbursements and accrued but unused vacation or similar paid time off, or any unfunded deferred compensation or pension or other defined benefit liability, and any employer-side payroll or similar Taxes thereon; (i) deferred or unpaid purchase price liabilities related to past acquisitions; (j) payment obligations arising in connection with earnouts, “seller financing” or other contingent payment obligations (other than contingent indemnification obligations that have not matured and as to which no claims have been made or, to the Knowledge of the Company, threatened); (k) all obligations of such person to purchase, redeem, retire, defease, or otherwise acquire for value any capital stock of such person or rights to acquire such capital stock; (l) direct or indirect guarantees or other contingent liabilities with respect to any indebtedness, obligation, claim or liability of any other person of a type described in clauses (a) through (k) above, and with respect to any indebtedness, obligation, claim or liability of a type described in clauses (a) through (1) above, all accrued and unpaid interest, premiums, penalties, breakage costs, unwind costs, fees, termination costs, redemption costs, expenses and other charges with respect thereto.

“ Indemnified Parties ” has the meaning set forth in Section 6.10(a) .

“ Insurance Policies ” has the meaning set forth in Section 5.01(q) .

“ Intellectual Property ” means any and all rights in or to any of the following anywhere in the world, whether registered or unregistered: (a) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (b) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, divisionals, continuations, continuations-in-part and renewal applications,

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renewals, extensions, validations, counterparts and reissues, and other Governmental Entity-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models); (c) Trade Secrets; (d) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; (e) Internet domain names and social media accounts or user names; and (f) all other intellectual property or proprietary rights.

“ Intended Tax Treatment ” has the meaning set forth in the Recitals.

“ Intervening Event ” means any material change, event, fact, circumstance, condition, development or occurrence that first becomes known to the Company’s Board after the date of this Agreement and was not reasonably foreseeable by the Company’s Board as of the date of this Agreement; provided , however , that in no event shall any of the following constitute or be deemed to contribute to or otherwise be taken into account in determining whether there has been, an Intervening Event: (i) the receipt, existence or terms of any Acquisition Proposal, or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (ii) any changes in general United States or Global Market conditions, (iii) any changes in the general conditions of the industries in which the Company and its Subsidiaries or Parent and its Subsidiaries operate (including any change (on a current or forward basis) in the price of precious metals or rare earth metals or minerals, changes in commodity prices or general market prices affecting the mining industry generally) (iv) any outbreak of escalation of hostilities, any acts of war (whether or not declared), military actions, acts of insurrection, political unrest, riots or any act of sabotage or terrorism (foreign or domestic) including, in all cases of this clause (iv), the response of any Governmental Entities thereto, (v) (A) any hurricane, tornado, earthquake, flood, fire, explosion, weather related event, natural or man made disaster, act of God or other force majeure events or occurrences or (B) epidemics, pandemics or disease outbreaks (including COVID-19) or the worsening thereof or applicable Laws (or the interpretation thereof) adopted in response thereto, (vi) any change in applicable Law or GAAP (or authoritative interpretations thereof) after the date of this Agreement, (vii) any change in the market price or trading volume of the Company Shares or the Parent Shares, in and of itself, (viii) the Company or Parent, or any of their respective Subsidiaries, meeting or exceeding any applicable internal or published projections, forecasts, estimates or predictions of revenues, earnings or other financial or operating metrics for any period, or (ix) any failure, in and of itself, by the Company or Parent to meet any applicable internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period.

“ IRS ” means the United States Internal Revenue Service.

“ Knowledge ” means (a) with respect to the Company, the actual knowledge after reasonable inquiry of the individuals listed in Section 10.01(b)  of the Company Disclosure Letter and (b) with respect to Parent, the actual knowledge after reasonable inquiry of the individuals listed in Section 10.01(a)  of the Parent Disclosure Letter.

“ Law ” has the meaning set forth in Section 5.01(j)(i) .

“ Leased Real Property ” has the meaning set forth in Section 5.01(s)(ii) .

“ Licenses ” has the meaning set forth in Section 5.01(j)(i) .

“ Lien ” means any lien (statutory, regulatory, or otherwise), charge, pledge, hypothecation, mortgage, lease, restriction, covenant, title defect, assignment, encumbrance, adverse right, community or material property interest, claim, option, right of first refusal, preemptive right or security interest of any kind or nature whatsoever, including reclamation obligations and any restriction on the voting or transfer of any security (except for those imposed by applicable securities Laws).

“ LLCA ” has the meaning set forth in Section 2.02(b) .

“ Material Contract ” means with respect to the Company and its Subsidiaries, any of the following Contracts:

(i) that is or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act;

(ii) pursuant to which the Company or any Subsidiary of the Company has any material continuing “earn-out” or other contingent payment obligations arising in connection with the acquisition or disposition by the Company or any of its Subsidiaries;

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(iii) containing any standstill or similar provision remaining in effect pursuant to which the Company or any Subsidiary of the Company has agreed not to acquire securities or material assets of another Person;

(iv) relating to any issuance or potential issuance of any securities of the Company or any of its Subsidiaries;

(v) with a Governmental Entity;

(vi) that (A) limits in any material respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries, or (C) grants “most favored nation” status that, following the Transactions, would apply to Parent or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries and the Surviving Company and its Subsidiaries;

(vii) that, (A) is an indenture, loan or credit Contract, security agreement, bond, loan note, mortgage Contract, letter of credit or other Contract representing or otherwise in respect of or relating to Indebtedness of the Company or any Subsidiary of the Company in an outstanding principal amount in excess of $50,000, individually or in the aggregate, (B) is a guarantee by the Company or any Subsidiary of the Company of Indebtedness or any other obligation of any Person other than the Company or a wholly owned Subsidiary of the Company in excess of $50,000, individually or in the aggregate, or (C) provide for any Lien on any asset of the Company or any Subsidiary of the Company;

(viii) involving the guarantee, assumption or acting as a surety by the Company or any of its Subsidiaries in respect of any liabilities or obligations of another Person (including letters of credit, surety bonds, credit assurances, agreements relating to the posting of cash collateral, certificates of deposit, or any other type of credit or financial support provided by the Company or any of its Subsidiaries);

(ix) that, excluding any agreement between the Parties or their Affiliates with respect to RT, grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any Person (other than the Company or a wholly owned Subsidiary of the Company), in each case with respect to any asset that is material to the Company or any of its Subsidiaries;

(x) that was entered into to settle any litigation and which imposes ongoing obligations on the Company or included any acknowledgement of guilt or liability;

(xi) limiting or restricting the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests;

(xii) pursuant to which (A) the Company or any of its Subsidiaries grants to any third party any license, release, covenant not to sue or similar right with respect to Company Intellectual Property, (B) the Company or any of its Subsidiaries receives a license, release, covenant not to sue or similar right with respect to any material Intellectual Property owned by a third party, (C) any Third Party has developed or has been engaged by the Company or any of its Subsidiaries to develop any Intellectual Property for or on behalf of the Company or any of its Subsidiaries; or (D) is entered into to settle or resolve any Intellectual Property related dispute or otherwise affecting the Company’s or any of its Subsidiaries’ rights to use or enforce any Company Intellectual Property, including settlement agreements, coexistence agreements, covenant not to sue agreements, and consent to use agreements; in each of (A) to (D) above, excluding any and all (v) non-negotiated, standard form licenses pertaining to open source software; (w) non-exclusive licenses incidental to the lease, sale or purchase of products or services; (x) non-exclusive outbound licenses granted to customers and suppliers in the ordinary course of business; (y) inbound licenses of generally commercially available, off-the-shelf software in object code form; and (z) employee, independent contractor, sub-contractor, or consultant agreements and nondisclosure agreements entered into in the ordinary course of business on the Company’s or its Subsidiaries’ standard forms;

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(xiii) excluding any agreement between the parties with respect to RT, that is a partnership, limited liability company, joint venture, profit-sharing, or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 10% or more, other than with respect to any wholly owned Subsidiary of the Company;

(xiv) that relates to the acquisition or disposition of any business, assets, or equity of the Company or any of its Subsidiaries in each case, whether by merger, scheme of arrangement, purchase or sale of stock or assets or otherwise, in excess of $50,000;

(xv) that requires or is expected to require in the next year aggregate annual payments by or to the Company or any of its Subsidiaries in excess of $50,000;

(xvi) that obligates the Company and its Subsidiaries to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $50,000;

(xvii) that is a contractual royalty, production payment, net profits, earn-out or similar contract on a material property of such Party that has a value or expected value in excess of $50,000 from the date hereof;

(xviii) involving any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract including commodities;

(xix) that purports to limit or contains covenants expressly limiting in any material respect the freedom of the Company or any of its Subsidiaries to: (A) compete with any Person in a product line or line of business; (B) operate in any geographic area; (C) solicit customers; including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (D) to purchase or acquire an interest in any other Person;

(xx) (other than those made in the ordinary course): (A) that provide for the grant of any preferential rights to purchase or lease any tangible asset of the Company or any of its Subsidiaries; or (B) provide for any exclusive right to sell or distribute any material product or service of the Company or any of its Subsidiaries;

(xxi) that obligates the Company and its Subsidiaries to make any capital commitment or expenditure in excess of $50,000 excluding any agreement between the Parties or their Affiliates with respect to RT;

(xxii) under which the Company or any of its Subsidiaries has advanced or loaned any amount of money to any of its officers, directors, employees or consultants, in each case with a principal amount in excess of $50,000;

(xxiii) with any of the top ten (10) vendors, suppliers, distributors, or other service provider (excluding legal, accounting, tax and similar professional service providers whose Contracts may be cancelled without material liability to the Company or its Subsidiaries upon notice of 90 days or less) to the Company and its Subsidiaries, taken as a whole, determined on the basis of spend, by the Company and its Subsidiaries, taken as a whole, for the twelve (12) months ended August 31, 2025;

(xxiv) with any of the top ten (10) customers of the Company and its Subsidiaries, taken as a whole, determined on the basis of revenue, by the Company and its Subsidiaries, taken as a whole, for the twelve (12) months ended August 31, 2025;

(xxv) any Contract that requires the Company, its Subsidiaries or any third party to either take delivery of goods or pay a specified amount (a “take-or-pay” Contract);

(xxvi) relating to or involving Mining Rights; or

(xxvii) that is otherwise material to the Company and its Subsidiaries, taken as a whole.

“ Mergers ” has the meaning set forth in the Recitals.

“ Merger Consideration ” has the meaning set forth in Section 4.01(a) .

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“ Merger Subs ” has the meaning set forth in the Preamble.

“ Mining Rights ” has the meaning set forth in Section 5.01(s)(iii) .

“ Multiemployer Plan ” means a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

“ Nasdaq ” means the Nasdaq Global Market.

“ Notice Period ” has the meaning set forth in Section 6.02(g)(ii) .

“ Order ” means any order, writ, assessment, decision, injunction (whether temporary, preliminary or permanent), decree, judgment, ruling, award, settlement or stipulation issued, promulgated or entered into by or with any Governmental Entity.

“ OTC ” means OTC Markets Group, Inc., the operator of OTCQB and other quotation marketplaces (or any successors to any of the foregoing).

“ OTCQB ” means the OTCQB® Venture Market operated by the OTC (or any successor to the foregoing).

“ Owned Real Property ” has the meaning set forth in Section 5.01(s)(i) .

“ Parent ” has the meaning set forth in the Preamble.

“ Parent Board ” has the meaning set forth in the Recitals.

“ Parent Disclosure Letter ” has the meaning set forth in Section 5.02 .

“ Parent Material Adverse Effect ” means any event, change, effect, development, state of facts, fact, condition, circumstance or occurrence that, individually or in the aggregate with all other events, changes, effects, developments, states of facts, fact, conditions, circumstances and occurrences, (a) would, or would reasonably be expected to, prevent, materially delay or materially impede the ability of Parent to consummate the Mergers and the other Transactions prior to the End Date or (b) is, or would reasonably be expected to be, materially adverse to the business, results of operations or financial condition of Parent and its Subsidiaries, taken as a whole; provided that none of the following (or the results thereof) shall be taken into account, either alone or in combination, in determining whether a Parent Material Adverse Effect has occurred for purposes of clause b of this definition: (i) any changes in general United States or global economic conditions, (ii) any changes in the general conditions of the industries in which Parent and its Subsidiaries operate (including any change (on a current or forward basis) in the price of precious metals or rare earth metals or minerals, changes in commodity prices or general market prices affecting the mining industry generally), (iii) any decline in the market price or trading volume of the Parent Shares, in and of itself ( provided that the exception in this clause (iii) shall not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such decline from being taken into account in determining whether there has been a Parent Material Adverse Effect), (iv) any failure, in and of itself, by Parent to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period ( provided that the exception in this clause (iv) shall not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such failure from being taken into account in determining whether there has been a Parent Material Adverse Effect), (v) the negotiation, execution and delivery of this Agreement or the public announcement or pendency of the Mergers or any of the other Transactions (provided that the exception in this clause (v) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Transactions), (vi) any change in applicable Law or GAAP (or authoritative interpretations or enforcement thereof), (vii) (A) any hurricane, tornado, earthquake, flood, fire, explosion, weather-related event, natural or man-made disaster, act of God or other force majeure events or occurrences, (B) epidemics, pandemics or disease outbreaks (including COVID-19) or the worsening thereof or applicable Laws (or the interpretation thereof) adopted in response thereto, or (C) any outbreak or escalation or worsening of hostilities, acts of war (whether or not declared), military actions, acts of insurrection, political unrest, riots or any act of sabotage or terrorism (foreign or domestic) including, in all cases of this clause (vii), the response of any Governmental Entities thereto, or (viii) any action taken by Parent or its Subsidiaries at Company’s written request; except, in the cases of clauses (i), (ii), (vi) and (vii), to the extent that Parent and its Subsidiaries, taken as a whole, are disproportionately adversely affected thereby in any material respect as compared to other participants in the industries or geographies in which Parent and its Subsidiaries operate.

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“ Parent Preferred Stock ” has the meaning set forth in Section 5.02(b)(i) .

“ Parent Reports ” has the meaning set forth in Section 5.02(e)(i) .

“ Parent Share ” means the common stock, par value $0.0001 per share, of Parent.

“ Parent Share Consideration ” means 3,823,328 Parent Shares.

“ Parent Stock Plan ” has the meaning set forth in Section 5.02(b)(i) .

“ Parties ” has the meaning set forth in the Preamble.

“ Party ” has the meaning set forth in the Preamble.

“ Permitted Lien ” means (a) any Lien for Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP, (b) vendors’, mechanics’, materialmen’s, carriers’, workers’, landlords’, repairmen’s, warehousemen’s, construction and other similar Liens arising or incurred in the ordinary and usual course of business consistent with past practice or with respect to liabilities that are not yet due and payable or, if due, are not delinquent or are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside for the payment thereof, (c) Liens imposed by applicable Law with respect to the Owned Real Property or Leased Real Property (e.g., zoning and building restrictions), (d) Liens or deposits in connection with workers’ compensation, unemployment insurance, and other social security legislation, (e) Liens relating to intercompany borrowings among a Person and its wholly owned Subsidiaries, (f) defects, irregularities or imperfections of title which do not materially interfere with, or materially impair the use of, the property or assets subject thereto, (g) Liens that constitute non-exclusive licenses to Intellectual Property granted to customers or suppliers in the ordinary course of business, (h) Liens that will be terminated in connection with or prior to Closing or (i) Liens in connection with any agreement between the Parties or their Affiliates with respect to RT.

“ Person ” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

“ Personal Information ” shall mean any information relating to an identified or identifiable natural person or an identified or identifiable legal entity (which such information is similarly protected as Personal Information under applicable law); an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity.

“ Prospectus/Proxy Statement ” has the meaning set forth in Section 6.03(a) .

“ Real Property ” has the meaning set forth in Section 5.01(s)(ii) .

“ Real Property Lease ” has the meaning set forth in Section 5.01(s)(ii) .

“ Registered IP ” has the meaning set forth in Section 5.01(o)(i) .

“ Release ” means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, emitting, placing, discarding, abandoning, escaping or emptying into or upon the indoor or outdoor environment, including any soil, sediment, subsurface strata, surface water, groundwater, ambient air, the atmosphere or any other media.

“ Representatives ” means, when used with respect to Parent, Merger Subs or the Company, the directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives of Parent, Merger Subs, or the Company, as applicable, and its respective Subsidiaries.

“ Requisite Company Vote ” has the meaning set forth in Section 5.01(c)(i) .

“ RT ” means Round Top Mountain Development, LLC, a Delaware limited liability company.

“ RT LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of RT between and among Parent, Company and RT dated June 26, 2023.

Annex A-59

Table of Contents

“ S-4 Registration Statement ” has the meaning set forth in Section 6.03(a) .

“ Sanctioned Country ” has the meaning set forth in Section 5.01(j)(iv) .

“ Sanctions ” has the meaning set forth in Section 5.01(j)(iv) .

“ Sarbanes-Oxley Act ” has the meaning set forth in Section 5.01(e)(i) .

“ SEC ” means the United States Securities and Exchange Commission.

“ Second Effective Time ” has the meaning set forth in Section 1.03(b) .

“ Second Merger ” has the meaning set forth in the Recitals.

“ Second Merger Sub ” has the meaning set forth in the Preamble.

“ Second Step Certificate of Merger ” has the meaning set forth in Section 1.03(b) .

“ Securities Act ” means the Securities Act of 1933.

“ Security Breach ” means, with respect to the Company or its Subsidiaries, any event or circumstance in which any Person gains unauthorized access to or engages in unauthorized processing of (A) any Personal Information, Company Data or confidential information related to the Company and its Subsidiaries and held by the Company and its Subsidiaries or any other Person on their behalf; or (B) any databases, computers, servers, storage media (e.g., backup tapes), network devices or other devices or systems that process Personal Information, Company Data or confidential information related to the Company and its Subsidiaries and owned or maintained by the Company and its Subsidiaries, their customers or vendors, or any other Persons on their behalf.

“ Significant Subsidiary ” is as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Exchange Act.

“ Specified Event Notice ” has the meaning set forth in Section 6.02(g)(i) .

“ Standard Silver ” means Standard Silver Corp., a Delaware corporation and wholly owned Subsidiary of the Company.

“ Subsidiary ” means, when used with respect to any Person, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, of which (a) such Person or any of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership, (b) at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its Subsidiaries, or (c) that is required to be consolidated in such Person’s financial statements under GAAP; provided, that, for the avoidance of doubt, RT shall not be considered a Subsidiary of the Company for purposes of this definition.

“ Superior Proposal ” means an unsolicited bona fide written Acquisition Proposal (but substituting “50%” for all references to “20%” in the definition of such term) that did not result from a violation of Section 6.02 and that the Company Board has determined in its good faith judgment, after consultation with its outside legal counsel and financial advisor, and taking into account the terms and conditions and all other relevant factors (including all legal, financial and regulatory aspects of the proposal, the certainty of financing or available proceeds for such a proposed transaction, the Person making the proposal), would be more favorable to the Company’s stockholders from a financial point of view than the transaction contemplated by this Agreement (after taking into account (a) any revisions to the terms of this Agreement that Parent has committed in writing to make pursuant to Section 6.02(f)(iii)  and (b) the certainty of completion and the time likely to be required to consummate such Acquisition Proposal).

“ Surviving Company ” has the meaning set forth in Section 1.01(b) .

“ Surviving Corporation ” has the meaning set forth in Section 1.01(a) .

“ Takeover Statute ” has the meaning set forth in Section 5.01(k) .

Annex A-60

Table of Contents

“ Tax ” means all federal, state, local and foreign income, profits, franchise, gross receipts, alternative minimum, environmental, customs duty, license, capital stock, severance, stamp, payroll, sales, employment, unemployment, social security, disability, use, property, withholding, excise, production, value added, ad valorem, occupancy, transfer, registration, goods and services, abandonment or unclaimed property, escheat, estimated or other taxes or governmental fees, duties or assessments, in each case in the nature of a tax, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions, whether disputed or not.

“ Tax Return ” means all returns, reports and documents (including elections, declarations, disclosures, schedules, estimates, claims for refund and information returns) or other information or filing supplied to or required to be supplied to a Taxing Authority relating to Taxes or Tax matters, including any amendment or attachment thereto.

“ Taxing Authority ” means any Governmental Entity having jurisdiction in matters relating to Taxes.

“ Termination Fee ” has the meaning set forth in Section 8.05(b)(i) .

“ Third Party ” has the meaning set forth in Section 6.02(a)(ii) .

“ Trade Laws ” means any Law concerning the importation, exportation, re-exportation or deemed exportation of products, technical data, technology and/or services, and the terms and conduct of transactions and making or receiving of payment related to such importation, exportation, re-exportation or deemed exportation, including, but not limited to, as applicable, (a) the Tariff Act of 1930, and the Laws, regulations, and programs administered or enforced by the Commerce Department, the United States International Trade Commission, United States Customs and Border Protection, United States Immigration and Customs Enforcement and their predecessor agencies, (b) the Export Administration Act of 1979, (c) the Export Administration Regulations, including related restrictions with regard to transactions involving persons and entities on the Commerce Denied Persons List or Entity List, (d) the Arms Export Control Act, (d) the International Traffic in Arms Regulations, including related restrictions with regard to transactions involving persons and entities on the Debarred List, (e) the International Emergency Economic Powers Act, (f) the Trading With the Enemy Act, (g) the embargoes and restrictions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State, (h) orders of the President of the United States regarding embargoes and restrictions on transactions with designated countries and entities, including but not limited to Persons and entities designated on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List and the Sectoral Sanctions Identifications List, and (i) the anti-boycott regulations administered by the U.S. Commerce Department and the U.S. Treasury Department.

“ Trade Secrets ” means all confidential or proprietary information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists, and all rights therein or thereto.

“ Transaction Litigation ” has the meaning set forth in Section 6.12 .

“ Transactions ” has the meaning set forth in the Recitals.

“ Treasury Regulations ” means the United States Treasury regulations promulgated under the Code.

“ Voting and Support Agreements ” has the meaning set forth in the Recitals.

“ WARN Act ” has the meaning set forth in Section 5.01(n)(ii) .

“ Willful Breach ” means a material breach of this Agreement that is a consequence of an act or failure to act undertaken or omitted to be taken by the breaching Party with the actual knowledge that the taking of such act or failure to take such act would constitute a material breach of this Agreement.

(Signature Pages Follow)

Annex A-61

Table of Contents

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the Parties as of the date first written above.

TEXAS MINERAL RESOURCES CORP.

By

/s/ Daniel E. Gorski

Name:

Daniel E. Gorski

Title:

Chief Executive Officer

[ Signature Page to Merger Agreement ]

Annex A-62

Table of Contents

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the Parties as of the date first written above.

USA RARE EARTH, INC.

By

/s/ David Kronenfeld

Name:

David Kronenfeld

Title:

Chief Legal Officer

HAMER MERGER SUB, INC.

By

/s/ David Kronenfeld

Name:

David Kronenfeld

Title:

President, Secretary, Treasurer

HAMER MERGER SUB, LLC

by: USA Rare Earth, Inc., its Sole Member

By

/s/ David Kronenfeld

Name:

David Kronenfeld

Title:

Chief Legal Officer

[ Signature Page to Merger Agreement ]

Annex A-63

Table of Contents

EXHIBIT A

Form of Certificate of Merger

[Attached]

Annex A-64

Table of Contents

CERTIFICATE OF MERGER

OF

HAMER MERGER SUB, INC.

WITH AND INTO

TEXAS MINERAL RESOURCES CORP.

Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware (the “ DGCL ”), Texas Mineral Resources Corp., a Delaware corporation (the “ Corporation ”), hereby certifies the following information relating to the merger of Hamer Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), with and into the Corporation (the “ Merger ”):

FIRST: The name and jurisdiction of incorporation, of each of the constituent entities (the “ Constituent Entities ”) in the Merger are:

Name

Jurisdiction of Incorporation

Texas Mineral Resources Corp.

Delaware

Hamer Merger Sub, Inc.

Delaware

SECOND: The Agreement and Plan of Merger, dated as of March [•], 2026, by and among the Corporation, USA Rare Earth, Inc., a Delaware corporation, Merger Sub, and Hamer Merger Sub, LLC, a Delaware limited liability company (the “ Merger Agreement ”), setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Entities in accordance with the requirements of Title 8, Section 251(c) of the DGCL.

THIRD: The Constituent Entity surviving the Merger shall be Texas Mineral Resources Corp. (the “ Surviving Corporation ”), which shall continue its existence as a corporation governed under the laws of the State of Delaware.

FOURTH: At the Effective Time, the certificate of incorporation of the Surviving Corporation in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth on Exhibit A attached hereto and, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation at (and with effect from and after) the Effective Time until further amended pursuant to the DGCL.

FIFTH: The Merger shall be effective on [•], 2026, at [•] AM Eastern Time (the “ Effective Time ”).

SIXTH: The executed Merger Agreement is on file at a place of business of the Surviving Corporation, located at 100 West Airport Road, Stillwater, Oklahoma 74075.

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Entities.

[ Signature page follows ]

*****

Annex A-65

Table of Contents

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be duly executed as of the date first written above.

Texas Mineral Resources Corp.

By:

Name:

Title:

Authorized Signatory

Annex A-66

Table of Contents

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

See attached.

Annex A-67

Table of Contents

EXHIBIT B

Surviving Corporation Certificate of Incorporation

[Attached]

Annex A-68

Table of Contents

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TEXAS MINERAL RESOURCES CORP.

____________________________________________

FIRST: The name of the Corporation (the “ Corporation ”) is

Texas Mineral Resources Corp.

SECOND: The registered office of the Corporation in the State of Delaware is located at 1521 Concord Pike, Suite 201, Wilmington, Delaware 19803. The name of its registered agent in the State of Delaware at such address is Corporate Creations Network Inc.

THIRD: The purpose of the Corporation is to engage, directly or indirectly, in any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH: The total authorized capital stock of the Corporation shall be 100 shares of common stock, $0.01 par value per share.

FIFTH: The business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation (the “ Board of Directors ”) except as otherwise provided by law. The number of directors of the Corporation shall be fixed from time to time by, or in the manner provided in, the By-Laws of the Corporation (the “ By-Laws ”). Election of directors need not be by written ballot unless the By-Laws shall so provide.

SIXTH: The Board of Directors may make, alter or repeal the By-Laws except as otherwise provided in the By-Laws adopted by the Corporation’s stockholders.

SEVENTH: The directors shall be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the DGCL.

1. A director shall under no circumstances have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for those breaches and acts or omissions with respect to which the DGCL expressly provides that this provision shall not eliminate or limit such personal liability of directors. Neither the modification or repeal of this paragraph 1 of Article SEVENTH nor any amendment to the DGCL that does not have retroactive application shall limit the right of the directors hereunder to exculpation from personal liability for any act or omission occurring prior to such amendment, modification or repeal.

2. The Corporation shall indemnify each director and officer of the Corporation (including the heirs, executors, administrators and other personal representatives of such person) to the fullest extent permitted by applicable law, except as may be otherwise provided in the By-Laws, and in furtherance hereof the Board of Directors is expressly authorized to amend the By-Laws from time to time to give full effect hereto, notwithstanding possible self-interest of the directors in the action being taken. Neither the modification or repeal of this paragraph 2 of Article SEVENTH nor any amendment to the DGCL that does not have retroactive application shall limit the right of the directors and the officers to indemnification hereunder with respect to any act or omission occurring prior to such modification, amendment or repeal.

3. Expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by any person who may have a right of indemnification under this Article SEVENTH in defending any threatened, pending or completed suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent defendant to repay such amount where the director, officer, employee or agent defendant has been adjudged to have engaged in intentional acts of willful misconduct, acts or omissions not in good faith, or acts or omissions which are knowing violations of law.

EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred herein upon the Corporation’s stockholders, directors and officers are granted subject to this reservation.

    *

Annex A-69

Table of Contents

EXHIBIT C

Form of Second Step Certificate of Merger

[Attached]

Annex A-70

Table of Contents

CERTIFICATE OF MERGER

OF

TEXAS MINERAL RESOURCES CORP.

WITH AND INTO

HAMER MERGER SUB, LLC

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law (the “ DGCL ”) and Section 18-209(c) of the Delaware Limited Liability Company Act (the “ Act ”), Hamer Merger Sub, LLC, a Delaware limited liability company (“ Merger Sub ”), in connection with the merger of Texas Mineral Resources Corp., a Delaware corporation (the “ Company ”), with and into Merger Sub (the “ Merger ”), hereby certifies as follows:

FIRST: The names and states of formation or incorporation, as applicable, of the constituent entities to the Merger (the “ Constituent Entities ”) are:

Name

Jurisdiction of Formation or Incorporation

Hamer Merger Sub, LLC

Delaware

Texas Mineral Resources Corp.

Delaware

SECOND: An Agreement and Plan of Merger, dated as of March [•], 2026, by and among USA Rare Earth, Inc., a Delaware corporation, Merger Sub, Hamer Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and the Company (the “ Merger Agreement ”), has been approved, adopted, certified, executed and acknowledged by each of the Constituent Entities in accordance with the DGCL and the Act.

THIRD: At the Effective Time, Merger Sub shall be the surviving entity (the “ Surviving Entity ”), and the name of the Surviving Entity shall be “DyTb, LLC”.

FOURTH: At the Effective Time, the certificate of formation of Merger Sub in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth on Exhibit A attached hereto and, as so amended and restated, shall be the certificate of formation of the Surviving Entity at (and with effect from and after) the Effective Time until further amended pursuant to the Act.

FIFTH: The Merger shall be effective on [•], 2026, at [•] AM Eastern Time (the “ Effective Time ”).

SIXTH: An executed copy of the Merger Agreement is on file at an office of the Surviving Entity at 100 West Airport Road, Stillwater, Oklahoma 74075.

SEVENTH: An executed copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any member or stockholder, as applicable, of either of the Constituent Entities.

*

Annex A-71

Table of Contents

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be duly executed as of the date first written above.

Texas Mineral Resources Corp.

By:

Name:

David Kronenfeld

Title:

Authorized Signatory

Annex A-72

Table of Contents

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

[see attached]

Annex A-73

Table of Contents

EXHIBIT D

Surviving Company Certificate of Formation

[Attached]

Annex A-74

Table of Contents

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

DYTB, LLC

A DELAWARE LIMITED LIABILITY COMPANY

1. Name . The name of the limited liability company formed and continued hereby is DyTb, LLC (the “ Company ”).

2. Registered Office and Registered Agent . The Company’s registered office in the State of Delaware is located at 1521 Concord Pike, Suite 201, in the City of Wilmington, New Castle County, Delaware 19803. The registered agent of the Company for service of process is Corporate Creations Network Inc. located at 1521 Concord Pike, Suite 201, in the City of Wilmington, New Castle County, Delaware 19803.

    *

Annex A-75

Table of Contents

ANNEX B

Opinion of Roth Capital Partners, LLC

March 4, 2026

Board of Directors

Texas Mineral Resources Corp.

527 21 st Street

Galveston, TX 77550

Members of the Board of Directors:

Roth Capital Partners, LLC (“Roth,” “us” or “we”) understands that Texas Mineral Resources Corp., a Delaware corporation (the “Company”), proposes to enter into an Agreement and Plan of Merger substantially in the form of the Draft Merger Agreement (the “Merger Agreement”), by and among the Company, USA Rare Earth, Inc., a Delaware corporation (“Parent”), a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), a newly formed Delaware corporation and a wholly owned subsidiary of Parent, and a newly formed Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

As more specifically set forth in the Merger Agreement and the other agreements to be executed in connection therewith, and subject to the terms, conditions and adjustments set forth therein, the following transactions (collectively, the “Transaction”) are expected to be consummated at the Closing: (i) Merger Sub merge with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of Parent (the “First Merger), and each share of the common stock, par value $0.01 per share, of the Company (each, a “Company Share” and collectively, the “Company Shares”) issued and outstanding prior to the Effective Time other than Excluded Shares shall be converted into the right to receive a pro rata portion of the aggregate number of the shares of the common stock, par value $0.0001 per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”) deemed to be the Parent Share Consideration, as determined in accordance with the Merger Agreement and which, for purposes of the opinion set forth herein, we have assumed is equal to 3,823,328 Parent Shares (the “Merger Consideration”); and (ii) as a second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger”), with Second Merger Sub surviving the Second Merger and continuing as a wholly owned subsidiary of Parent.

By virtue of the First Merger, each Company Share issued and outstanding prior to the Effective Time (other than Excluded Shares) will be converted into the right to receive a pro rata portion of the Parent Share Consideration, based on the Exchange Ratio set forth in the Merger Agreement (the “Merger Consideration”).

The Merger Consideration consists solely of Parent Shares, with cash payable in lieu of any fractional Parent Shares or as otherwise specified in the Merger Agreement. There is no collar or other price-based adjustment to the Exchange Ratio.

You have asked us to render an opinion, as of the date hereof, as to the fairness, from a financial point of view, of the Merger Consideration to be received by the Company’s shareholders in connection with the Transaction.

Annex B-1

Table of Contents

Board of Directors

Texas Mineral Resources Corp.

March 4, 2026

For purposes of the opinion set forth herein, we have, among other things:

i.       reviewed a draft of the Agreement and Plan of Merger, dated March 4, 2026 (the “Draft Merger Agreement”);

ii.     reviewed certain publicly available information relating to Parent, including: (i) reported prices and trading activity for Parent Shares; (ii) Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Parent’s subsequently filed Quarterly Reports on Form 10-Q; and (iii) equity research analyst estimates and target price ranges relating to Parent’s business, earnings, cash flow, assets, liabilities and prospects;

iii.  performed a discounted cash flow analysis of Parent based on publicly available equity research analyst forecasts and certain other assumptions, as directed by the Company’s management;

iv.     conducted discussions with members of the senior management of the Company concerning the business, operations, financial condition and prospects of the Company and its proportionate interest in the assets, liabilities, and operations of Round Top Mountain Development Company, LLC (the “Round Top Project”);

v.      reviewed certain publicly available information relating to the Company, including (i) reported prices and trading activity for Company Shares, (ii) the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025, and the Company’s subsequently filed Quarterly Reports on Form 10-Q, and (iii) the Preliminary Economic Assessment of the Round Top Heavy Rare Earth, Lithium and Critical Minerals Project, Hudspeth County, Texas, commissioned by the Round Top Project and publicly available at https://tmrcorp.com/_resourc es/reports/TMRC-NI43-101-PEA-2019-16-August-2019.pdf (the “Preliminary Economic Assessment”);

vi.     reviewed financial projections and forecasts prepared by the management of the Company relating to the future performance of the Company and the Round Top Project, including the Company’s expected future ownership stake therein, and performed a discounted cash flow analysis based on such projections and forecasts;

vii. reviewed and analyzed certain publicly available financial and other information of selected publicly traded companies that we deemed relevant and compared such information to that of Parent and the Company;

viii.participated in discussions with representatives of the Board of Directors of the Company (the “Board of Directors”) and its legal advisors regarding the Company’s business, the Round Top Project, and certain other matters we deemed relevant for purposes of rendering this opinion; and

ix.     performed such other analyses, including detailed financial analyses, and considered such other factors as we deemed appropriate for the purpose of reviewing the proposed Transaction and rendering this opinion.

We have assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to us by or through the Board of Directors. We have further relied upon the assurances of the management of the Company that such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in any material respect.

With respect to financial projections of the Company, we have been advised by the management of the Company, and we have assumed, with your consent, that such projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company. We express no view as to the assumptions on which such projections are based or the assumed probabilities associated with future events contemplated thereby.

Annex B-2

Table of Contents

Board of Directors

Texas Mineral Resources Corp.

March 4, 2026

We note that we were not provided with, and did not rely upon, any non-public financial projections or internal forecasts of Parent, including its interest in the Round Top Project, and our analyses of Parent and its interest in the Round Top Project were based solely upon publicly available information, including publicly filed reports and publicly available equity research analyst estimates.

In addition, we have assumed that the final executed Merger Agreement will not differ in any material respect from the Draft Merger Agreement reviewed by us and that the Transaction will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions. We have also assumed that, in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the proposed Transaction, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the Company or the contemplated benefits expected to be derived from the proposed Transaction.

We are not legal, tax, accounting or regulatory advisors. We have relied upon, without independent verification, the assessment of the Company and its legal, tax, accounting and regulatory advisors with respect to legal, tax, accounting and regulatory matters.

In arriving at our opinion, we have not performed any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of the Company or Parent, and have not been furnished or provided with any such appraisals or valuations. Without limiting the generality of the foregoing, we have undertaken no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Parent, the Company or any of their respective affiliates is a party or may be subject, and at your direction and with your consent, our opinion makes no assumption concerning, and therefore does not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.

We have assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to us by or through the Board of Directors with respect to the Round Top Project, including the information set forth in the Preliminary Economic Assessment. We have not conducted any independent technical or geological audit of the Round Top Project, and express no view on the technical feasibility thereof.

Our opinion addresses only the fairness, from a financial point of view, as of the date hereof, of the Merger Consideration to be received by the Company’s shareholders pursuant to the Merger Agreement. Our opinion does not in any manner address any other aspect or implication of the Merger Agreement or any agreement, arrangement or understanding entered into in connection with the Merger Agreement or otherwise, including, without limitation, the basic business decision to proceed with or effect the Transaction, the independent fair value of the Company, or the fairness of the amount or nature of any compensation to any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, relative to the consideration in the Merger Agreement. Our opinion also does not address the relative merits of the Merger Agreement as compared to any alternative business strategies that might exist for the Company, the underlying business decision of the Company to proceed with the Merger Agreement, or the effects of any other transaction in which the Company might engage. In addition, our opinion does not address the solvency or viability of the Company or Parent before or after the consummation of the Transaction.

The issuance of this opinion was approved by an authorized internal fairness committee of Roth in accordance with our customary practice. Our opinion is necessarily based on the economic, monetary, market, financial and other conditions as they exist and can be evaluated, and the information made available to us, as of the date hereof. We express no opinion as to the underlying valuation, future performance or long-term viability of the Company or Parent. Further, we express no opinion as to the actual value of the Company Shares or the Parent Shares to be issued in the Transaction, or the prices at which such shares will trade at any time before or after the announcement of the Transaction or between announcement and the closing thereof. It should be understood that, although subsequent developments or events may affect various assumptions used by us in preparing our opinion, we do not have any obligation to update, revise or reaffirm our opinion based on such developments, events or otherwise and we expressly disclaim any responsibility to do so. Our opinion does not address any legal, tax or accounting matters.

Annex B-3

Table of Contents

Board of Directors

Texas Mineral Resources Corp.

March 4, 2026

Roth has been engaged by the Company to render this opinion to the Board of Directors, and we will receive a fee for our services in connection with the rendering of this opinion, which fee will be payable upon delivery of this opinion and is not contingent upon our conclusion as to fairness. In addition, Roth is acting as financial advisor to the Company in connection with the proposed Transaction and will receive a separate fee for such advisory services, which fee is contingent upon the consummation of the Transaction. The Company has also agreed to reimburse our expenses and to indemnify us for certain liabilities arising out of our engagement. Except as described above, we will not receive any other compensation in connection with the Transaction.

We note that, in connection with performing and rendering our services to the Board of Directors, we were not authorized by the Board of Directors to, and did not, solicit any expressions of interest from any other parties with respect to any transaction involving the Company or Parent, or review other alternative acquisitions or transactions that the Company could pursue.

Roth is a full-service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, we and our affiliates may acquire, hold or sell, for our and our affiliates’ own accounts and for the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company, Parent and the other parties to the Transaction, and, accordingly, may at any time hold a long or short position in such securities.

During the two years preceding the date hereof, Roth has had certain investment banking relationships with Parent. In April 2025, Roth acted as a co-placement agent in connection with a private placement of securities by Parent, which generated gross proceeds of approximately $75   million, and for which Roth received aggregate compensation of approximately $450,000 in connection with such engagement.

Except as described above or as otherwise set forth herein, Roth has not had any other material relationship with, nor otherwise received material fees from, the Company, Parent or any other parties to the Transaction during the two years preceding the date hereof.

Consistent with applicable legal and regulatory requirements, Roth has adopted policies and procedures to establish and maintain the independence of our research departments and personnel. As a result, our research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company or the Transaction that differ from the views of our investment banking personnel.

This opinion has been prepared for the information of the Board of Directors for its use in connection with its consideration of the Transaction. Except as described below, this opinion shall not be disclosed, referred to or published (in whole or in part), nor shall any public reference to us be made, without our prior written approval. The Board of Directors may furnish copies of this letter to the Board of Directors’ legal counsel.

On the basis of and subject to the foregoing, we are of the opinion, as of the date hereof, that the Merger Consideration to be received by the Company’s shareholders pursuant to the Merger Agreement is fair from a financial point of view.

Very truly yours,

/s/ ROTH Capital Partners, LLC

ROTH Capital Partners, LLC

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ANNEX C

SECTION 262 OF THE

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

APPRAISAL RIGHTS

Appraisal Rights.

(a) Any stockholder of a corporations of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository; the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person; and the word “person” means any individual, corporation, partnership, unincorporated association or other entity.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation in a merger, consolidation, conversion, transfer, domestication or continuance to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title (other than, in each case and solely with respect to a converted or domesticated corporation, a merger, consolidation, conversion, transfer, domestication or continuance authorized pursuant to and in accordance with the provisions of § 265 or § 388 of this title):

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders, or at the record date fixed to determine the stockholders entitled to consent pursuant to § 228 of this title, to act upon the agreement of merger or consolidation or the resolution providing for the conversion, transfer, domestication or continuance (or, in the case of a merger pursuant to § 251(h) of this title, as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation if the holders thereof are required by the terms of an agreement of merger or consolidation, or by the terms of a resolution providing for conversion, transfer, domestication or continuance, pursuant to § 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or of the converted entity or the entity resulting from a transfer, domestication or continuance if such entity is a corporation as a result of the conversion, transfer, domestication or continuance, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger, consolidation, conversion, transfer, domestication or continuance will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

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d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(4) [Repealed.]

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation, the sale of all or substantially all of the assets of the corporation or a conversion effected pursuant to § 266 of this title or a transfer, domestication or continuance effected pursuant to § 390 of this title. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger, consolidation, conversion, transfer, domestication or continuance for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations or the converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and, § 114 of this title, if applicable) may be accessed without subscription or cost. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger, consolidation, conversion, transfer, domestication or continuance, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger, consolidation, conversion, transfer, domestication or continuance shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity shall notify each stockholder of each constituent or converting, transferring, domesticating or continuing corporation who has complied with this subsection and has not voted in favor of or consented to the merger, consolidation, conversion, transfer, domestication or continuance, and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section, of the date that the merger, consolidation or conversion has become effective; or

(2) If the merger, consolidation, conversion, transfer, domestication or continuance was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent, converting, transferring, domesticating or continuing corporation before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, or the surviving, resulting or converted entity within 10 days after such effective date, shall notify each stockholder of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation who is entitled to appraisal rights of the approval of the merger, consolidation, conversion, transfer, domestication or continuance and that appraisal rights are available for any or all shares of such class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting, transferring, domesticating or continuing corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and § 114 of this title, if applicable) may be accessed without subscription or cost. Such notice may, and, if given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, shall, also notify such stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance. Any stockholder entitled to appraisal rights

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may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving, resulting or converted entity the appraisal of such holder’s shares; provided that a demand may be delivered to such entity by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs such entity of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, either (i) each such constituent corporation or the converting, transferring, domesticating or continuing corporation shall send a second notice before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance notifying each of the holders of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation that are entitled to appraisal rights of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance or (ii) the surviving, resulting or converted entity shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation or entity that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation or the converting, transferring, domesticating or continuing corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(3) Notwithstanding subsection (a) of this section (but subject to this paragraph (d)(3)), a beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with either paragraph (d)(1) or (2) of this section, as applicable; provided that (i) such beneficial owner continuously owns such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of this section and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the surviving, resulting or converted entity hereunder and to be set forth on the verified list required by subsection (f) of this section.

(e) Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity, or any person who has complied with subsections (a) and (d) of this section and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance. Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person who has complied with the requirements of subsections (a) and (d) of this section, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the surviving, resulting or converted entity a statement setting forth the aggregate number of shares not voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2) of this title)), and, in either case, with respect to which demands for appraisal have been received and the aggregate

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number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to paragraph (d)(3) of this section, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement shall be given to the person within 10 days after such person’s request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section, whichever is later.

(f) Upon the filing of any such petition by any person other than the surviving, resulting or converted entity, service of a copy thereof shall be made upon such entity, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by such entity. If the petition shall be filed by the surviving, resulting or converted entity, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving, resulting or converted entity and to the persons shown on the list at the addresses therein stated. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving, resulting or converted entity.

(g) At the hearing on such petition, the Court shall determine the persons who have complied with this section and who have become entitled to appraisal rights. The Court may require the persons who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Court may dismiss the proceedings as to such person. If immediately before the merger, consolidation, conversion, transfer, domestication or continuance the shares of the class or series of stock of the constituent, converting, transferring, domesticating or continuing corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger, consolidation, conversion, transfer, domestication or continuance for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

(h) After the Court determines the persons entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, consolidation, conversion, transfer, domestication or continuance, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger, consolidation, conversion, transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving, resulting or converted entity may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving, resulting or converted entity or by any person entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving, resulting or converted entity to the persons entitled thereto. Payment shall be so made to each such person upon such terms and conditions as the Court may order. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving, resulting or converted entity be an entity of this State or of any state.

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(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section who participated in the proceeding and incurred expenses in connection therewith, the Court may order all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of this section or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of this section.

(k) Subject to the remainder of this subsection, from and after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, no person who has demanded appraisal rights with respect to some or all of such person’s shares as provided in subsection (d) of this section shall be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger, consolidation, conversion, transfer, domestication or continuance). If a person who has made a demand for an appraisal in accordance with this section shall deliver to the surviving, resulting or converted entity a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares in accordance with subsection (e) of this section, either within 60 days after such effective date or thereafter with the written approval of the corporation, then the right of such person to an appraisal of the shares subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery shall not be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under subsection (j) of this section; provided, however that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, as set forth in subsection (e) of this section. If a petition for an appraisal is not filed within the time provided in subsection (e) of this section, the right to appraisal with respect to all shares shall cease.

(l) The shares or other equity interests of the surviving, resulting or converted entity to which the shares of stock subject to appraisal under this section would have otherwise converted but for an appraisal demand made in accordance with this section shall have the status of authorized but not outstanding shares of stock or other equity interests of the surviving, resulting or converted entity, unless and until the person that has demanded appraisal is no longer entitled to appraisal pursuant to this section.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not eliminate or limit the liability (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director or officer derived an improper personal benefit.

Additionally, the USAR Charter limits the liability of USAR’s directors and officers to the fullest extent permitted by the DGCL, and the USAR Bylaws provide that USAR will indemnify them to the fullest extent permitted by such law. USAR has entered into and expects to continue to enter into agreements to indemnify USAR’s directors, executive officers and other employees as determined by USAR’s Board. Under the terms of such indemnification agreements, USAR is required to indemnify each of its directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was USAR’s director or officer or was serving at USAR’s request in an official capacity for another entity. USAR

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must indemnify its officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require USAR, if so requested, to advance all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by USAR. Any claims for indemnification by USAR’s directors and officers may reduce USAR’s available funds to satisfy successful third -party  claims against it and may reduce the amount of money available to it.

Item 21. Exhibits and Financial Statement Schedules

(a)       The following exhibits are filed as part of this registration statement:

Exhibit No

Exhibit

2.1†

Agreement and Plan of Merger, dated March 4, 2026, by and among USAR, TMRC and Merger Subs (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex A).

2.2†

Business Combination Agreement, dated as of August 21, 2024, by and among Inflection Point Acquisition Corp. II, LLC, IPXX Merger Sub, LLC and USA Rare Earth, LLC (incorporated herein by reference to Exhibit 2.1 filed with the Registration Statement on Form S-4/A (Reg. No. 333-283181) filed by USA Rare Earth, Inc. on February 13, 2025).

2.3

Amendment No. 1 to Business Combination Agreement, dated as of November 11, 2024, by and among Inflection Point Acquisition Corp. II, LLC, IPXX Merger Sub, LLC and USA Rare Earth, LLC (incorporated herein by reference to Exhibit 2.2 filed with the Registration Statement on Form S-4/A (Reg. No. 333-283181) filed by USA Rare Earth, Inc. on February 13, 2025).

2.4†

Amendment No. 2 to Business Combination Agreement, dated as of January 30, 2025, by and among Inflection Point Acquisition Corp. II, LLC, IPXX Merger Sub, LLC and USA Rare Earth, LLC (incorporated herein by reference to Exhibit 2.3 filed with the Registration Statement on Form S-4/A (Reg. No. 333-283181) filed by USA Rare Earth, Inc. on February 13, 2025).

2.5

Certificate of Merger of IPXX Merger Sub, LLC with and into USA Rare Earth, LLC (incorporated herein by reference to Exhibit 2.4 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on March 19, 2025).

2.6†

Plan of Domestication (incorporated herein by reference to Exhibit 2.5 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on March 19, 2025).

2.7†

Share Purchase Agreement, dated as of September 26, 2025, by and among USA Rare Earth, Inc., Laconia Acquisition Sub Limited, Indian Ocean Rare Metals Pte Ltd, the shareholders of Indian Ocean Rare Metals Pte Ltd and Grant Smith, solely in his capacity as the sellers’ representative (incorporated herein by reference to Exhibit 2.1 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on September 29, 2025).

2.8†

Agreement and Plan of Merger, dated April 19, 2026, by and among USA Rare Earth, Inc., SVRE Holdings LTD, Middlebury Merger Sub Ltd. and the Serra Verde Rare Earths Ltd., as the Seller Representative (incorporated herein by reference to Exhibit 2.1 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on April 20, 2026).

3.1

Certificate of Corporate Domestication of USA Rare Earth, Inc (incorporated herein by reference to Exhibit 3.1 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the USA Rare Earth, Inc. on March 19, 2025).

3.2

Certificate of Incorporation of USA Rare Earth, Inc. (incorporated herein by reference to Exhibit 3.2 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on March 19, 2025).

3.3

Bylaws of USA Rare Earth, Inc. (incorporated herein by reference to Exhibit 3.3 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on March 19, 2025).

3.4

USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.4 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on March 19, 2025).

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Exhibit No

Exhibit

3.5

Certificate of Amendment, dated May 1, 2025, to USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.2 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on May 5, 2025).

3.6

Certificate of Amendment, dated January 26, 2026, USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on January 26, 2026).

4.1

Specimen Common Stock Certificate of USA Rare Earth, Inc. (incorporated herein by reference to Exhibit 4.5 filed with the Registration Statement on Form S-4/A (Reg. No. 333-283181) filed by USA Rare Earth, Inc. on February 13, 2025).

4.2

Form of Warrant issued to each Series A Investor (incorporated herein by reference to Exhibit 4.4 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on March 19, 2025).

4.3

Form of Warrant issued to Closing PIPE Investors (incorporated herein by reference to Exhibit 4.2 filed with the Quarterly Report on Form 10-Q (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on May 15, 2025).

4.4

Form of Waiver to Warrants issued to Series A Investors and Closing PIPE Investors (incorporated herein by reference to Exhibit 4.5 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on May 5, 2025).

4.5

Form of Amendment to Warrants issued to Series A Investors and Closing PIPE Investors (incorporated herein by reference to Exhibit 4.1 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on January 26, 2026).

5.1**

Opinion of White & Case LLP with respect to the legality of the securities being offered.

8.1*

Opinion of Loeb & Loeb LLP regarding certain U.S. income tax aspects of the Mergers.

10.1

Form of Voting and Support Agreement (incorporated herein by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on March 5, 2026).

21.1

List of Subsidiaries of USA Rare Earth, Inc. (incorporated by reference to Exhibit 21.1 filed with the Annual Report on Form 10-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc, on March 30, 2026).

23.1*

Consent of BDO USA, P.C. (formerly, Horne, LLP), independent registered public accountants for the Registrant.

23.2*

Consent of PricewaterhouseCoopers Auditores Independentes Ltda., independent registered public accountants for SVRE Holdings Ltd.

23.3*

Consent of Ham, Langston & Brezina LLP, independent registered public accountant for TMRC.

23.4**

Consent of White & Case LLP (included in Exhibit 5.1 hereto).

24.1**

Power of Attorney (included on the signature page to the initial filing of this registration statement).

99.1*

Form of Proxy Card of Texas Mineral Resources Corp.

99.2**

Consent of Roth Capital Partners, LLC.

107**

Filing Fee Table.

____________

*          Filed herewith.

**        Previously filed.

†          The annexes schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S -K . The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

Item 22. Undertakings

The undersigned registrant hereby undertakes as follows:

(a)

(1)      To file, during any period in which offers or sales are being made, a post -effective  amendment to this registration statement:

(i)       To include any prospectus required by Section 10(a)(3) of the Securities Act;

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(ii)      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post -effective  amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “ Calculation of Registration Fee ” table in the effective registration statement;

(iii)     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)      That, for the purpose of determining any liability under the Securities Act, each such post -effective  amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial  bona fide  offering thereof.

(3)      To remove from registration by means of a post -effective  amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)      That, for the purpose of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)      That, for the purpose of determining any liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)       Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)      Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)     The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)     Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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(6)      That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(7)      That every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post -effective  amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(8)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b)      The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the proxy statement/prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c)       The undersigned registrant hereby undertakes to supply by means of a post -effective  amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stillwater, State of Oklahoma, on June 22, 2026.

USA RARE EARTH, INC.

By:

/s/ William Robert Steele Jr.

Name:

William Robert Steele Jr.

Title:

Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities set forth below on June 22, 2026.

Signature

Title

*

Director, Chief Executive Officer

Barbara Humpton

(Principal Executive Officer)

/s/ William Robert Steele Jr.

Chief Financial Officer

William Robert Steele Jr.

(Principal Financial and Accounting Officer)

*

Chair

Michael Blitzer

*

Director

Thomas Caulfield

*

Director

Otto Schwethelm

*

Director

Michael Senft

*

Director

Carolyn Trabuco

*By:

/s/ William Robert Steele Jr.

Name:

William Robert Steele Jr.

Title:

Attorney -In-Fact

II-6

打开原文

稀土公司披露既往沟通节点

重要性2/5 中低

公司一手日程资料与 USAR 直接相关，但主要汇总历史活动，缺少新的可验证经营或交易进展。

标签

标的：`USAR`来源：USA Rare Earth Investor Relations发布日期：未提供发布时间重要性：2/5 中低评级理由：公司一手日程资料与 USAR 直接相关，但主要汇总历史活动，缺少新的可验证经营或交易进展。评级依据：USAR直接相关, 公司一手来源, 最新活动距今较近, 未来日程和实质进展缺失原文字数：321

中文摘要

核心结论

USA Rare Earth（美国稀土，股票代码 USAR）的活动页面显示未来活动尚待公布，近期已列示的投资者沟通包括 6 月 23 日摩根大通自然资源会议，以及 5 月 13 日第一季度业绩电话会。页面同时保留 Serra Verde Group（塞拉韦尔德集团）收购与 Carester（稀土材料公司）战略投资的既往材料入口，但未披露新的交易进展。

重要性评级

评级：2/5（中低）

来源为公司投资者关系页面，直接关联 USAR，能够确认既往沟通和材料可得性；未来日程未定，且没有新的财务、项目或收购事实。

关键事实

• “未来活动”栏目仅称后续将有更多活动，未列出日期或时间。
• 公司于美东时间 06/23 10:55（UTC+8 06/23 22:55）参加 2026 年摩根大通自然资源会议。
• 2026 年第一季度业绩电话会于美东时间 05/13 17:00（UTC+8 05/14 05:00）举行，页面提供演示材料。
• 公司于美东时间 04/20 08:30（UTC+8 04/20 20:30）就收购 Serra Verde Group 举行投资者活动，并附演示材料和文字记录。
• 公司于美东时间 04/09 08:30（UTC+8 04/09 20:30）就对 Carester 的战略投资举行活动，并附演示材料和文字记录。
• 页面还列出 06/17 至 06/18 的第 16 届 ROTH 伦敦会议、06/02 的 William Blair 增长股会议及多项 2025 年活动。

作者观点与证据

页面是活动归档和资料入口，没有作者判断。收购与战略投资事项仅以历史活动标题和支持材料呈现，页面未说明交易完成状态、对价、监管进度或财务影响。

与相关标的的关系

USAR 直接相关：活动记录指向公司在稀土资源、并购和投资事项上的既往投资者沟通。对收购和投资的实质影响应以公司公告、财报和交易文件为准。

时效性与限制

页面未提供发布日期；抓取时间为美东时间 07/10 23:45（UTC+8 07/11 11:45）。最新明确活动发生在 06/23，未来活动无日期，内容主要为历史索引，不能替代新的公司公告或监管披露。

后续跟踪

• 公司公布的下一场业绩电话会或投资者会议。
• Serra Verde Group 收购的完成、审批与整合文件。
• Carester 战略投资的资金安排和项目进展。
• 第一季度业绩材料中的经营指标与后续更新。

英文原文

Events - USA Rare Earth

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Stock Information

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Financials

IR Services

Contact

info@usare.com

Events

Upcoming Events

More events are coming soon.

Past Events

The 2026 J.P. Morgan Natural Resources Conference: An Energy, Power, Renewables & Mining Event

Jun 23, 2026 10:55 AM EDT

View Webcast

16th Annual ROTH London Conference

Jun 17 - Jun 18, 2026

William Blair 46th Annual Growth Stock Conference

Jun 2, 2026 12:20 PM EDT

View Webcast

Supporting Materials

Presentation 3.5 MB

5th Annual CG Global Metals & Mining Conference

May 20, 2026

Q1 2026 Earnings Call

May 13, 2026 5:00 PM EDT

View Webcast

Supporting Materials

Presentation 824.9 KB

USA Rare Earth to Acquire Serra Verde Group

Apr 20, 2026 8:30 AM EDT

View Webcast

Supporting Materials

Presentation 3 MB

Transcript 271.8 KB

USA Rare Earth Strategic Investment in Carester

Apr 9, 2026 8:30 AM EDT

View Webcast

Supporting Materials

Presentation 637.8 KB

Transcript 213.8 KB

38th Annual Roth Conference

Mar 23 - Mar 24, 2026

USA Rare Earth Announces Proposed U.S. Government Collaboration

Jan 26, 2026

View Webcast

Supporting Materials

Presentation 2.9 MB

Transcript 164.6 KB

Fact Sheet 724.9 KB

Q3 2025 Earnings Call

Nov 6, 2025

View Webcast

Supporting Materials

Presentation 1.9 MB

Transcript 309.3 KB

USA Rare Earth to Acquire Less Common Metals

Sep 29, 2025

View Webcast

Supporting Materials

Presentation 1.1 MB

Transcript 163.7 KB

Canaccord Growth Conference, Boston

Aug 12, 2025

View Webcast

Supporting Materials

Presentation 8.1 MB

Q2 2025 Earnings Call

Aug 11, 2025 5:00 PM EDT

View Webcast

Supporting Materials

Presentation 800.6 KB

Transcript 346.4 KB

Q1 2025 Earnings Call

May 14, 2025 5:00 PM EDT

View Webcast

Supporting Materials

Transcript 311.9 KB

37th Annual ROTH Conference

Mar 17, 2025

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打开原文

Nebius近期日程尚未更新

重要性2/5 中低

NBIS 直接相关的公司日程信息，但仅有历史活动记录，缺少新披露与实质性数据。

标签

标的：`NBIS`来源：Nebius Group发布日期：未提供发布时间重要性：2/5 中低评级理由：NBIS 直接相关的公司日程信息，但仅有历史活动记录，缺少新披露与实质性数据。评级依据：NBIS直接相关, 公司一手来源, 网页抓取时间较近, 历史日程材料为主, 缺少财务和经营细节原文字数：254

中文摘要

核心结论

Nebius Group（云计算基础设施公司，股票代码 NBIS）的投资者活动页面显示暂无未来活动。最近列示项目为 6 月 3 日美国银行全球科技会议；页面还保留 5 月第一季度业绩直播和多场历史会议记录，未发布新的财务或业务信息。

重要性评级

评级：2/5（中低）

页面对 NBIS 的公开沟通日程具有直接相关性，但没有未来明确事件、业绩内容或管理层新增表述，日报阅读优先级较低。

关键事实

• “未来活动”栏目显示暂无活动，并提示关注后续更新。
• 公司于美东时间 06/03 16:20（UTC+8 06/04 04:20）参加美国银行全球科技会议。
• 2026 年第一季度财务结果和直播于美东时间 05/13 08:00（UTC+8 05/13 20:00）举行。
• 公司于美东时间 03/04 10:45（UTC+8 03/04 23:45）参加摩根士丹利科技、媒体与电信会议。
• 2025 年第四季度财务结果和直播于美东时间 02/12 08:00（UTC+8 02/12 21:00）举行。
• 页面还列出 2025 年至 2024 年的季度业绩活动和技术会议记录。

作者观点与证据

该页面是公司投资者关系日程，没有作者观点或业绩解读。其证据仅限活动名称和时间，未包含演示材料、电话会实录、营收指标、客户进展或前瞻指引。

与相关标的的关系

NBIS 直接相关：页面可确认公司最近一次公开会议和上次季度业绩沟通时间。由于未来活动尚未公布，当前不能从日程页推导新的经营催化或财务变化。

时效性与限制

页面未提供发布日期；抓取时间为美东时间 07/10 23:45（UTC+8 07/11 11:45）。最新列出的活动在 06/03，信息存在滞后可能；“暂无未来活动”仅反映页面当前状态。

后续跟踪

• 下一次季度业绩公告和直播时间。
• 公司是否发布新的会议演示材料或实录。
• 业绩文件中的云计算基础设施扩张、客户和资本开支事实。
• 投资者关系页面的未来活动更新。

英文原文

Events

Upcoming Events

No upcoming events yet. Please stay tuned.

Past Events

For Investors

Nebius to present at BofA Global Technology conference

June 3, 2026 1:20 PM (PDT) / 4:20 PM (EDT) / 10:20 PM (CEST)

For Investors

Q1 Financial results and live webcast

May 13, 2026 5:00 AM (PDT) / 8:00 AM (EDT) / 2:00 PM (CEST)

For Investors

Nebius to present at Morgan Stanley Technology, Media and Telecom conference

March 4, 2026 7:45 AM (PST) / 10:45 AM (EST) / 4:45 PM (CET)

For Investors

Q4 Financial results and live webcast

February 12, 2026 5:00 AM (PST) / 8:00 AM (EST) / 2:00 PM (CET)

For Investors

Nebius to present at UBS Global Technology and AI Conference

December 3, 2025 7:55 AM (PST) / 10:55 AM (EST) / 4:55 PM (CET)

For Investors

Q3 Financial results and live webcast

November 11, 2025 5:00 AM (PST) / 8:00 AM (EST) / 2:00 PM (CET)

For Investors

Q2 Financial results and live webcast

August 7, 2025 5:00 AM (PDT) / 8:00 AM (EDT) / 2:00 PM (CEST)

For Investors

Q1 Financial results and live webcast

May 20, 2025 5:00 AM (PDT) / 8:00 AM (EDT) / 2:00 PM (CEST)

For Investors

Q4 Financial results and live webcast

February 20, 2025 5:00 AM (PST) / 8:00 AM (EST) / 2:00 PM (CET)

For Investors

Q3 Financial results and live webcast

October 31, 2024 6:00 AM (PDT) / 9:00 AM (EDT) / 2:00 PM (CET)

打开原文

TSMC 2026 Q2 Quarterly Results

重要性未评级

标签

标的：`TSM`来源：Taiwan Semiconductor Manufacturing Company发布日期：未提供发布时间重要性：未评级

中文摘要

• TSMC确认2026年第二季度法人说明会将在7月16日14:00至15:30台湾时间举行。
• 官方页面列示第二季度营收指引为390亿至402亿美元、毛利率指引65.5%至67.5%、营业利润率指引56.5%至58.5%。
• TSMC的静默期为7月6日至15日。

英文原文

TSMC 2026 Q2 Quarterly Results

本地未取得可读全文：HTTP 403。可使用上方“打开原文”核查。

打开原文

USDC储备与网络覆盖

重要性3/5 中

直接覆盖CRCL核心产品的规模、储备与基础设施，但材料是公司营销页面，独立验证不足。

标签

标的：`CRCL`来源：Circle发布日期：未提供发布时间重要性：3/5 中评级理由：直接覆盖CRCL核心产品的规模、储备与基础设施，但材料是公司营销页面，独立验证不足。评级依据：时效性, 直接标的关联, 官方一手来源, 证据完整度有限原文字数：1791

中文摘要

核心结论

Circle将USDC描述为可按1:1兑回美元、由高流动性现金及现金等价物全额支持的受监管稳定币；页面截至07/09显示流通量为732亿美元。该材料直接说明CRCL的核心产品规模、合规与跨链覆盖，但主要属于发行方营销与自述，储备规模、市场份额和监管定性仍需结合独立披露核验。

重要性评级

评级：3/5（中）

USDC是CRCL最直接的业务与资产基础，流通量和储备安排具有较高相关性；网页为发行方一手资料，但缺少完整储备金额、审验报告链接及独立竞争比较。

关键事实

• Circle称USDC可按1:1兑换美元，并由100%高流动性现金及现金等价物支持。
• 页面列示USDC流通量为732亿美元，统计时点标为美东时间07/09 20:00（UTC+8 07/10 08:00）。
• Circle称多数储备投资于Circle Reserve Fund（Circle储备基金，USDXX），该基金为SEC（美国证券交易委员会）注册的2a-7政府货币市场基金；页面称其由贝莱德管理、纽约梅隆银行托管。
• Circle称其每月发布由四大会计师事务所出具的储备鉴证，并自2022财年起由德勤审计财务报表。
• 页面称USDC原生发行于35条区块链；常见问题部分则称截至05/13（未给出具体时刻）支持34条网络，两个口径存在差异。
• Circle称CCTP（跨链传输协议）可在部分网络间转移USDC，并提供应用程序接口和软件开发工具包供开发者接入。

作者观点与证据

页面采取明确的产品推广立场，将USDC定位为全球支付、链上流动性和可编程资金工具。支撑材料包括流通量、储备结构、审计安排、网络列表和合作网络描述；“最大受监管稳定币”“高度流动”等比较性表述引用的是Circle自身口径，未展示完整同业数据或原始鉴证文件。

与相关标的的关系

CRCL是Circle的相关股票代码。USDC流通量、赎回机制、储备基金安排、监管许可与跨链采用度，均与Circle的稳定币发行及基础设施业务直接相关。该页面未提供CRCL收入、利润、估值或新增商业合同数据。

时效性与限制

网页于美东时间07/10 23:45（UTC+8 07/11 11:45）获取；流通量采用07/09的页面标注时点。适合作为产品与储备框架的背景引用，不能单独证明储备余额、实际赎回能力、市场份额或近期经营变化；页面还存在34条与35条网络的表述差异。

后续跟踪

• Circle最新月度储备鉴证及储备基金资产明细。
• USDC流通量、铸造和赎回的后续变化。
• 原生支持网络数量与CCTP覆盖范围是否统一更新。
• 监管许可、稳定币规则及机构合作的正式披露。

英文原文

USDC | Powering global finance. Issued by Circle.

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USDC

USDC

USDC

The world’s largest regulated 1 stablecoin powering global finance

Fully backed digital dollars

Redeemable 1:1 for US dollars, USDC enables 24/7 liquidity for near-instant, low-cost global payments.

Built for rapid global payments and 24/7 financial markets, USDC is a regulated digital currency you can redeem 1:1 for US dollars.

Partner with Circle

View docs

Why businesses choose USDC

Near-instant, always-on settlement

Boost capital efficiency and minimize prefunding with real-time transactions.

Regulatory compliance

USDC is the world’s largest regulated stablecoin, issued by Circle. 1

Expanded market access

Unlock new markets that were previously unreachable or too costly to serve.

Programmable money

USDC lets you move value as easily as data and build next-gen financial applications.

Thunes Meets Demand for Always-On Global Payments with USDC

Read case study

Circle helps Immersve bring digital dollars to everyday spending

Read case study

Nubank pioneers digital dollar access in Brazil with USDC

Read case study

An active network

USDC is highly liquid, widely adopted, and supported by a global network of partners.

-

$

0.00

T

all-time volume 2

-

1000+

banks, blockchains, distributors, and other partners

-

108%

yearly growth 3

Accessible to all

Global reach

Available to anyone with an internet connection — all around the world, 24/7.

Local settlement

A network of leading global banks that enable FX settlement with diverse fiat currencies.

For everyone

Providing financial opportunities for people everywhere.

Click for sound

Industry-leading security

Fully backed

100% backed by highly liquid cash and cash-equivalent assets.

Highly regulated

Issued 1 by the most licensed stablecoin company in the world. 4

Transparently managed

Circle publishes monthly reserve attestations by a Big Four accounting firm.

$

73.2

B

USDC in Circulation

as of

9 July 2026

• $

B

USD in reserves 5

as of

9 July 2026

View reserves

View reserves

See disclosures

View Reserves

Developer-ready

USDC is natively issued on 35 blockchain networks, and, with CCTP, seamlessly moves between subsets of these blockchains. It’s built on open protocols with a supporting suite of APIs and SDKs.

Fueling financial opportunities

USDC enables businesses to offer payment connectivity and dollar-backed financial services to more people in more places.

24/7 real-time money movement

Enable low-cost payments around the world that can settle in seconds, for you or your customers.

Partners

7

Learn more

Worldwide access to digital dollars

Hold, transfer, and transact in USDC from almost anywhere, without relying on traditional banks.

Partners

Learn more

Institutional-grade liquidity

Access, trade, and rebalance USDC at scale any time across chains or borders.

Partners

8

Learn more

Get started

Partner with Circle

Join the Circle network to unlock instant access to our global ecosystem of partners and products.

Get started

Get started

Get started

Build with Circle

Explore our Developer Console to see how you can integrate Circle solutions for your use case.

Start building

Start building

Start building

Learn more about USDC

Fully backed digital dollars

USDC is 100% backed by highly liquid cash and cash-equivalent assets stored in transparently managed reserves with independent attestations conducted by a Big Four accounting firm.

Learn more

Collaborating with regulators

Circle, the issuer of USDC 1 , actively engages in policy discussions, adheres to regulatory frameworks, and obtains necessary licenses to maintain compliance and transparency in its operations.

Read on

Build with USDC

USDC is programmable money built for global accessibility and crosschain interoperability, unlocking new opportunities for your business.

Join the community

FAQs

How does Circle guarantee that USDC is fully backed and redeemable 1:1 for US dollars?

USDC is a digital dollar backed 100% by highly liquid cash and cash-equivalent assets and is redeemable 1:1 for US dollars. The majority of the USDC reserve is invested in the Circle Reserve Fund (USDXX), an SEC-registered 2a-7 government money market fund. Daily, independent, third-party reporting on the portfolio is publicly available via BlackRock .

Learn more about our approach to transparency .

Which blockchains is USDC available on?

As of May 13, 2026, USDC is natively supported on 34 blockchain networks: Algorand , Aptos , Arbitrum , Avalanche , Base , Celo , Codex , EDGE Chain , Cronos , Ethereum , Hedera , HyperEVM , Injective , Ink , Linea , Monad , Morph , NEAR , Noble , OP Mainnet , Pharos , Plume , Polkadot , Polygon PoS , Sei , Solana , Sonic , Starknet , Stellar , Sui , Unichain , World Chain , XDC , XRP Ledger and ZKsync – with more expected in the future.

‍

For more details, see our developer docs .

How can I get USDC and convert it back to fiat currency?

Circle Mint enables exchanges, institutional traders, banks, and large financial institutions to directly redeem USDC 1:1 for USD from Circle. Mint is not available to individuals or small businesses.

Startups and small businesses can access USDC via on/offramp providers in the Circle Alliance Program. Learn more about CAP or go right to the CAP directory to find a provider.

Individuals and everyday users can access USDC via exchanges, neobanks, and digital wallets. Learn more on the dedicated USDC website .

What does it mean for USDC to be “minted” or “burned”?

Businesses can apply for a Circle Mint account to exchange US dollars for USDC. When a business deposits USD into its Circle Account, Circle issues the equivalent amount of USDC to the business. The process of issuing new USDC is known as “minting” as new digital dollars are created and put into circulation.

Similarly, when a business wants to exchange its USDC for US dollars, the business can deposit USDC into their Mint account and request to receive US dollars. This process of redeeming USDC is known as “burning” as this process takes USDC out of circulation.

When everyday users swap US dollars for USDC on a digital asset exchange, it is the exchange that provides that USDC. If the exchange needs more USDC to fulfill the swap, the exchange will often use its Mint account to mint more USDC.

Is USDC a cryptocurrency?

USDC is a fully reserved stablecoin, which is a type of cryptocurrency designed to maintain steady value. Unlike other cryptocurrencies that fluctuate in price, USDC is designed to maintain price equivalence to the US dollar. USDC is redeemable 1:1 for US dollars while benefiting from the speed and security of blockchain technology.

How is USDC different from a central bank digital currency (CBDC)?

USDC is issued through regulated affiliates of Circle 1 , a financial technology company in the private sector, while a CBDC would be issued by a government. While most CBDCs are only in the research phase, USDC exists today and is widely used by millions of people around the world. Circle has developed the technology to enable USDC to run on public blockchain networks, with open-source and private market innovation driving rapid progress in digital dollar currency models. Read more about Circle’s insights on the Federal Reserve’s CBDC discussion .

Who is Circle’s independent auditor?

Deloitte & Touche LLP is Circle’s independent auditor and has audited Circle’s financials since fiscal year 2022. Prior to Deloitte, Grant Thornton LLP served as Circle’s independent auditor from 2015.

Is USDC a security?

Our view is that USDC is not a security. In April 2025, the staff of the U.S. Securities and Exchange Commission (SEC) issued a Statement on Stablecoins (the Statement) , which confirmed that as described in the Statement, the offer and sale of “Covered Stablecoins” in the manner described in the Statement does not constitute the offer and sale of securities under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Is USDC a “Covered Stablecoin”?

Our view is that USDC is a Covered Stablecoin. The Statement on Stablecoins defines “Covered Stablecoins” as those which are "designed to maintain a stable value relative to the United States Dollar, or 'USD,' on a one-for-one basis, can be redeemed for USD on a one-for-one basis (i.e., one stablecoin to one USD), and are backed by assets held in a reserve that are considered low-risk and readily liquid with a USD-value that meets or exceeds the redemption value of the stablecoins in circulation.

Our view is that USDC is a "covered stablecoin" as it is designed to maintain a stable value relative to the USD, is redeemable 1:1 for USD 9 , and is 100% backed by highly liquid cash and cash equivalent assets. Information on the reserves backing USDC is made publicly available with monthly third-party assurances that the value of the reserves meets or exceeds the value of USDC in circulation.

What makes USDC fully backed and redeemable 1:1 for US dollars?

USDC is a digital dollar backed 100% by highly liquid cash and cash-equivalent assets and is redeemable 1:1 for US dollars. 6 The majority of the USDC reserve is invested in the Circle Reserve Fund (USDXX), an SEC-registered 2a-7 government money market fund. Daily, independent, third-party reporting on the portfolio is publicly available via BlackRock . Learn more about our approach to transparency .

• USDC is issued through regulated affiliates of Circle. A list of Circle’s regulatory authorizations can be found here .

• July 9, 2026 8:00 PM

• September 30, 2024 - September 30, 2025. Retrieved from Q3 2025 quarterly earnings report .

• Based on a competitive comparison analyzing the top 10 stablecoin companies by market capitalization based on CoinMarketCap . A list of Circle’s licenses can be found here .

• USDC is backed by the equivalent value of US dollar denominated assets held as reserves for the benefit of USDC holders. Cash is held at regulated financial institutions. The portfolio of the Circle Reserve Fund, which can contain short-dated US Treasuries, overnight US Treasury repurchase agreements, and cash, is custodied at The Bank of New York Mellon and is managed by BlackRock.

• Circle Ventures, an affiliate of Circle Internet Financial, LLC, has invested in Airtm.

• Circle Ventures, an affiliate of Circle Internet Financial, LLC, has invested in Arf.

• Circle Mint customers are able to redeem USDC directly from Circle. In addition, Circle will redeem all USDC presented to it for redemption in compliance with MiCAR, regardless of whether the holder is a Circle Mint customer. Circle Mint is currently available only to institutions and is not available to individuals.

打开原文

Solana主网服务正常

重要性3/5 中

官方实时运行状态与SOL直接相关且更新较新，但没有事故或性能异常，属于确认性基础信息。

标签

标的：`SOL`来源：Solana Status发布日期：未提供发布时间重要性：3/5 中评级理由：官方实时运行状态与SOL直接相关且更新较新，但没有事故或性能异常，属于确认性基础信息。评级依据：时效性, 直接标的关联, 官方一手来源, 事实密度原文字数：29

中文摘要

核心结论

Solana官方状态接口显示，主网集群、远程过程调用节点、浏览器、官网及测试服务均处于正常运行状态，未列出进行中的事故或计划维护。该结果可确认当时未见官方披露的基础设施中断，但不提供SOL价格、链上交易量、验证者状况或生态收入证据。

重要性评级

评级：3/5（中）

数据来自Solana官方实时状态接口，且与SOL的网络可用性直接相关；内容为单次运行状态快照，未报告故障、性能变化或新增生态事件，信息增量有限。

关键事实

• 接口在美东时间07/10 23:14（UTC+8 07/11 11:14）更新，整体状态为“所有系统正常”。
• Mainnet Beta Cluster（主网测试版集群）状态为正常运行。
• Mainnet Beta RPC Nodes（主网远程过程调用节点）及美国、欧洲、亚洲节点均为正常运行。
• Explorer（区块浏览器）、solana.com官网和Break Solana测试服务均为正常运行。
• 接口的事故列表为空，计划维护列表亦为空。
• 数据于美东时间07/10 23:45（UTC+8 07/11 11:45）获取，距接口更新时间约31分钟。

作者观点与证据

该接口没有主观评论，提供的是运营状态枚举。证据是Solana状态页对各组件的“正常运行”标记及空的事故、维护数组；它只能反映状态页纳入组件的可用性，不能替代链上性能、去中心化程度或安全事件的独立审计。

与相关标的的关系

SOL是Solana网络的相关代币。主网和远程过程调用服务正常有助于确认网络当时可用，属于基础运行事实；状态页没有给出代币需求、手续费、资金流或价格变动的直接信息。

时效性与限制

接口更新于美东时间07/10 23:14（UTC+8 07/11 11:14），获取于美东时间07/10 23:45（UTC+8 07/11 11:45），时效性较高。状态页由项目方维护，覆盖范围受其组件定义限制；没有性能指标、历史故障持续时间或第三方监测数据。

后续跟踪

• 后续是否新增事故、维护或组件降级记录。
• 主网出块、确认延迟和交易失败率等链上性能数据。
• 远程过程调用节点分区域可用性是否持续一致。
• 官方状态与第三方网络监测结果是否一致。

英文原文

Solana Status API Summary

{"page":{"id":"rm9mn997x8jd","name":"Solana","url":"https://status.solana.com","time_zone":"Etc/UTC","updated_at":"2026-07-11T03:14:23.383Z"},"components":[{"id":"qxs6x3yc9cxg","name":"Mainnet Beta - Cluster","status":"operational","created_at":"2021-03-22T22:46:32.540Z","updated_at":"2024-02-06T15:09:24.815Z","position":1,"description":"Status for the Mainnet-Beta cluster","showcase":true,"start_date":"2021-03-17","group_id":null,"page_id":"rm9mn997x8jd","group":false,"only_show_if_degraded":false},{"id":"b21c1qbg5g4n","name":"Mainnet Beta - RPC Nodes","status":"operational","created_at":"2021-02-12T19:28:12.426Z","updated_at":"2021-03-22T23:27:09.122Z","position":2,"description":"RPC Node Status for https://api.mainnet-beta.solana.com","showcase":false,"start_date":null,"group_id":null,"page_id":"rm9mn997x8jd","group":true,"only_show_if_degraded":false,"components":["2crkrxks5bjn","bk51srwy3mdx","2gnd2zr0bz4t"]},{"id":"5rnv38l37mll","name":"Explorer","status":"operational","created_at":"2021-03-17T01:05:54.232Z","updated_at":"2023-12-22T14:41:18.719Z","position":3,"description":"Status for https://explorer.solana.com","showcase":true,"start_date":"2021-03-17","group_id":null,"page_id":"rm9mn997x8jd","group":false,"only_show_if_degraded":false},{"id":"2crkrxks5bjn","name":"US RPC Nodes","status":"operational","created_at":"2021-03-17T01:00:17.560Z","updated_at":"2023-02-26T15:53:41.087Z","position":5,"description":null,"showcase":true,"start_date":"2021-03-17","group_id":"b21c1qbg5g4n","page_id":"rm9mn997x8jd","group":false,"only_show_if_degraded":false},{"id":"bk51srwy3mdx","name":"EU RPC Nodes","status":"operational","created_at":"2021-03-17T01:01:37.391Z","updated_at":"2023-02-26T15:54:19.864Z","position":6,"description":null,"showcase":true,"start_date":"2021-03-17","group_id":"b21c1qbg5g4n","page_id":"rm9mn997x8jd","group":false,"only_show_if_degraded":false},{"id":"2gnd2zr0bz4t","name":"Asia RPC Nodes","status":"operational","created_at":"2021-03-17T01:02:15.765Z","updated_at":"2023-02-26T15:54:44.711Z","position":7,"description":null,"showcase":true,"start_date":"2021-03-17","group_id":"b21c1qbg5g4n","page_id":"rm9mn997x8jd","group":false,"only_show_if_degraded":false},{"id":"3ttmccl6l1dw","name":"solana.com","status":"operational","created_at":"2021-03-17T01:04:43.032Z","updated_at":"2023-12-22T14:40:31.870Z","position":8,"description":null,"showcase":true,"start_date":"2021-03-17","group_id":null,"page_id":"rm9mn997x8jd","group":false,"only_show_if_degraded":false},{"id":"kwd1m25ztxmf","name":"Break Solana","status":"operational","created_at":"2021-03-17T01:05:30.206Z","updated_at":"2021-05-01T19:56:26.321Z","position":9,"description":"Status for https://break.solana.com","showcase":true,"start_date":"2021-03-17","group_id":null,"page_id":"rm9mn997x8jd","group":false,"only_show_if_degraded":false}],"incidents":[],"scheduled_maintenances":[],"status":{"indicator":"none","description":"All Systems Operational"}}

打开原文

WASDE页面未含报告正文

重要性1/5 低

来源权威，但归档内容缺少WASDE正文、数据和发布日期，无法支持日报研究。

标签

来源：U.S. Department of Agriculture发布日期：未提供发布时间重要性：1/5 低评级理由：来源权威，但归档内容缺少WASDE正文、数据和发布日期，无法支持日报研究。评级依据：来源质量, 正文提取完整度不足, 无直接标的关联, 无可用事实数据原文字数：365

中文摘要

核心结论

该条目的标题指向美国农业部WASDE（世界农业供需估测）报告，但归档正文仅提取到美国农业部官网导航、食品安全和农业服务宣传内容，没有实际WASDE报告、供需表、发布日期或商品预测。它不能作为农产品供需研究的事实来源。

重要性评级

评级：1/5（低）

美国农业部是权威机构，但本次归档未取得报告正文或任何可用数据，且未关联具体标的；对当日日报没有可直接引用的新增事实。

关键事实

• 页面来源为美国农业部官网，属于美国政府机构网站。
• 条目标题为WASDE Report（世界农业供需估测报告），归档内容却没有报告章节、数据表或下载文件。
• 提取内容主要是网站导航，以及食品安全、农业保险、林业、可持续发展和贸易市场的一般介绍。
• 正文没有给出农作物产量、库存、出口、消费、价格预估或全球供需平衡数据。
• 页面没有提供报告发布日期，也没有具体标的或相关股票代码。
• 归档获取时间为美东时间07/10 23:45（UTC+8 07/11 11:45）。

作者观点与证据

归档文本没有形成WASDE分析立场，也没有可供验证的报告结论。唯一可确认的是来源网站的机构属性和提取结果缺失；不能据此推断美国农业部对粮食、油籽、棉花或畜牧市场的最新判断。

与相关标的的关系

输入未列出相关代码。WASDE通常可影响农产品及相关产业链研究，但本条没有报告事实、期次或商品数据，无法建立针对特定标的的证据链。

时效性与限制

页面于美东时间07/10 23:45（UTC+8 07/11 11:45）获取，但未提供报告发表日期。当前材料存在正文提取缺失，适合记录为数据质量问题，不适合作为当前供需或价格判断的引用依据。

后续跟踪

• 获取对应期次的WASDE正式报告全文及表格。
• 核对报告发布日期、发布期次和修订说明。
• 提取主要农产品的产量、库存、出口与消费预测。
• 将报告数据与相关农产品和产业链标的建立明确映射。

英文原文

WASDE Report

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美股事实摘要

• 报价事实：上涨 5 / 下跌 13 / 震荡 0；广度 27.78%；平均较前交易日 -0.44%。
• 公开新闻/财报讨论覆盖：18 / 18 个标的；新闻条目 144 条。

公开数据对照

标的	IBKR 当前价	K线收盘	K线来源	差异	5D	20D	K线行数
MSFT	385.36	385.10	Yahoo Finance chart API	+0.07%	-1.38%	-3.09%	124
NVDA	210.58	210.96	Yahoo Finance chart API	-0.18%	+8.28%	+5.26%	124
MRVL	236.55	235.81	Yahoo Finance chart API	+0.31%	-3.86%	-6.64%	124
GFS	69.08	68.97	Yahoo Finance chart API	+0.16%	-1.25%	-7.82%	124
APLD	31.15	31.15	Yahoo Finance chart API	+0.00%	-5.78%	-19.96%	124
USAR	18.60	18.48	Yahoo Finance chart API	+0.65%	-3.50%	-9.10%	124
SOXX	581.34	581.34	Yahoo Finance chart API	+0.00%	+2.65%	+7.36%	124
SOXL	194.39	192.26	Yahoo Finance chart API	+1.11%	+5.95%	+6.43%	124
FTXL	254.05	254.05	Yahoo Finance chart API	-0.00%	+1.49%	+3.96%	124
PSI	159.42	159.42	Yahoo Finance chart API	+0.00%	+0.89%	+7.14%	124
DRAM	63.00	63.04	Yahoo Finance chart API	-0.06%	+3.97%	+9.88%	68
KMEM	21.29	21.29	Yahoo Finance chart API	+0.00%	+2.90%	N/A	7
VRT	318.86	318.86	Yahoo Finance chart API	-0.00%	+6.10%	+13.48%	124
COHR	324.60	324.50	Yahoo Finance chart API	+0.03%	-2.66%	-8.53%	124
CRCL	66.64	66.14	Yahoo Finance chart API	+0.76%	+2.35%	-16.20%	124
SPCX	145.92	145.30	Yahoo Finance chart API	+0.43%	-10.31%	N/A	19
GOOG	355.05	355.03	Yahoo Finance chart API	+0.01%	-0.32%	+0.48%	124
NBIS	220.00	219.65	Yahoo Finance chart API	+0.16%	+1.87%	+3.76%	124

期权链事实

观察标的：MSFT, NVDA, MRVL, GFS, APLD, USAR, SOXX, SOXL, FTXL, PSI, DRAM, KMEM, VRT, COHR, CRCL, SPCX, GOOG, SPY, QQQ, NBIS

来源：Yahoo Finance 公开期权链

覆盖：19 / 20 个观察标的。

标的	ATM IV	Put/Call Vol	Put/Call OI	Max Pain	最大OI	期限结构	Vol/OI异常	大单数	新闻数
MSFT	32.79%	0.41	0.53	390.00	C 475.00 (45,239) / P 420.00 (16,687)	5D 32.79% / 26D 45.69% / 68D 39.63% / 96D 38.70%	3		5
NVDA	36.40%	0.38	0.72	200.00	C 190.00 (106,518) / P 180.00 (78,773)	5D 36.40% / 26D 39.11% / 68D 42.68% / 96D 42.48%	8		5
MRVL	87.29%	0.84	1.17	220.00	C 270.00 (12,817) / P 75.00 (11,269)	5D 87.29% / 26D 91.69% / 68D 94.88% / 96D 92.97%	6		5
GFS	68.87%	1.30	0.61	60.00	C 100.00 (12,655) / P 60.00 (4,326)	5D 68.87% / 40D 80.70% / 96D 75.62% / 187D 75.73%	0	0	5
APLD	83.30%	0.77	0.51	35.00	C 60.00 (15,220) / P 28.00 (9,348)	5D 83.30% / 26D 105.96% / 68D 102.16% / 96D 104.39%	1	0	5
USAR	84.47%	0.79	0.54	21.00	C 22.00 (13,445) / P 25.00 (9,128)	5D 84.47% / 26D 88.09% / 40D 90.14% / 68D 91.19%	1	0	5
SOXX	56.17%	2.00	1.32	585.00	C 670.00 (15,586) / P 480.00 (11,477)	5D 56.17% / 26D 62.72% / 68D 59.38% / 96D 58.75%	3		5
SOXL	160.13%	3.69	2.12	190.00	C 270.00 (5,076) / P 100.00 (7,527)	5D 160.13% / 26D 182.61% / 68D 171.04% / 131D 166.33%	5	0	5
FTXL	28.55%	0.55	0.33	250.00	C 300.00 (376) / P 280.00 (68)	5D 28.55% / 40D 64.97% / 68D 0.20% / 159D 62.02%	0	0	5
PSI	57.28%	0.16	0.11	160.00	C 205.00 (1,150) / P 130.00 (41)	5D 57.28% / 40D 56.87% / 131D 55.97% / 222D 58.59%	0	0	5
DRAM	89.67%	0.58	0.83	65.00	C 75.00 (36,605) / P 55.00 (32,977)	5D 89.67% / 26D 97.77% / 68D 94.56% / 96D 91.63%	3	0	5
VRT	72.87%	1.45	1.48	320.00	C 320.00 (2,266) / P 230.00 (8,415)	5D 72.87% / 26D 80.48% / 68D 74.49% / 96D 73.40%	0	0	5
COHR	93.14%	0.59	0.95	350.00	C 250.00 (2,137) / P 320.00 (1,519)	5D 93.14% / 26D 98.12% / 68D 100.90% / 96D 99.50%	2	0	5
CRCL	81.96%	0.32	0.84	75.00	C 110.00 (6,815) / P 35.00 (7,774)	5D 81.96% / 26D 91.85% / 68D 88.75% / 96D 88.22%	8		5
SPCX	61.72%	0.94	0.81	165.00	C 450.00 (206,779) / P 150.00 (46,012)	5D 61.72% / 26D 82.01% / 68D 80.56% / 96D 77.93%	5		5
GOOG	29.32%	0.38	0.91	350.00	C 400.00 (16,970) / P 330.00 (26,286)	5D 29.32% / 26D 41.51% / 68D 35.99% / 96D 35.89%	2	0	5
SPY	9.66%	1.58	3.40	744.00	C 760.00 (50,380) / P 520.00 (209,836)	5D 9.66% / 26D 12.64% / 68D 14.57% / 96D 15.07%	8		0
QQQ	19.01%	1.78	1.47	713.00	C 800.00 (45,324) / P 570.00 (68,432)	5D 19.01% / 26D 22.59% / 68D 23.80% / 96D 24.30%	8		0
NBIS	122.42%	1.12	1.85	220.00	C 220.00 (23,012) / P 170.00 (33,358)	5D 122.42% / 26D 134.68% / 68D 130.38% / 131D 124.63%	4		5

大单 / 异常成交历史

大单成交历史来自每日/每次期权链快照的高成交合约记录，不是逐笔成交 tape。 当前显示：本次快照 Top 80。

观察时间	标的	合约	方向	Strike	到期	Volume	OI	IV	Vol/OI	估算权利金
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00210000	call	210.00	2026-07-17	119,010	67,013	37.01%	1.78	$56,529,750
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00205000	call	205.00	2026-07-17	37,416	30,047	38.72%	1.25	$29,932,800
2026-07-11 06:02:18.304Z	SPY	SPY260918C00400000	call	400.00	2026-09-18	727	746	83.45%	0.97	$26,045,502
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00010000	call	10.00	2026-09-18	1,133	1,464	291.41%	0.77	$22,784,630
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00215000	call	215.00	2026-07-17	86,638	56,369	35.83%	1.54	$21,442,905
2026-07-11 06:02:18.304Z	SPY	SPY260717C00752000	call	752.00	2026-07-17	32,386	5,774	11.16%	5.61	$20,127,899
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00200000	call	200.00	2026-07-17	15,952	88,571	41.70%	0.18	$19,182,280
2026-07-11 06:02:18.304Z	QQQ	QQQ260918C00490000	call	490.00	2026-09-18	685	439	61.12%	1.56	$16,476,648
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00205000	call	205.00	2026-09-18	8,443	23,132	45.20%	0.36	$16,463,850
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00190000	call	190.00	2026-07-17	7,644	27,960	51.22%	0.27	$16,358,160
2026-07-11 06:02:18.304Z	SPY	SPY260717C00725000	call	725.00	2026-07-17	5,127	4,923	22.14%	1.04	$15,734,763
2026-07-11 06:02:18.304Z	SPCX	SPCX260717P00200000	put	200.00	2026-07-17	2,829	7,601	108.20%	0.37	$15,517,065
2026-07-11 06:02:18.304Z	MSFT	MSFT260717P00450000	put	450.00	2026-07-17	2,310	915	51.47%	2.52	$15,026,550
2026-07-11 06:02:18.304Z	MRVL	MRVL260717C00180000	call	180.00	2026-07-17	2,518	9,583	137.21%	0.26	$14,396,665
2026-07-11 06:02:18.304Z	QQQ	QQQ260918P00900000	put	900.00	2026-09-18	820	0	28.22%	N/A	$14,285,630
2026-07-11 06:02:18.304Z	QQQ	QQQ261016P00680000	put	680.00	2026-10-16	7,336	10,948	25.14%	0.67	$13,234,144
2026-07-11 06:02:18.304Z	QQQ	QQQ260717C00725000	call	725.00	2026-07-17	15,787	14,410	20.09%	1.10	$13,095,317
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00207500	call	207.50	2026-07-17	19,641	27,586	37.66%	0.71	$12,275,625
2026-07-11 06:02:18.304Z	SPY	SPY260717C00750000	call	750.00	2026-07-17	15,568	35,346	11.71%	0.44	$11,964,008
2026-07-11 06:02:18.304Z	SPY	SPY260717C00680000	call	680.00	2026-07-17	1,519	2,368	53.71%	0.64	$11,476,805
2026-07-11 06:02:18.304Z	QQQ	QQQ260717C00360000	call	360.00	2026-07-17	300	301	219.24%	1.00	$10,981,800
2026-07-11 06:02:18.304Z	SPY	SPY260717C00753000	call	753.00	2026-07-17	19,213	4,885	10.92%	3.93	$10,634,396
2026-07-11 06:02:18.304Z	MRVL	MRVL260918C00230000	call	230.00	2026-09-18	2,167	3,221	98.26%	0.67	$9,242,255
2026-07-11 06:02:18.304Z	SPCX	SPCX260918P00160000	put	160.00	2026-09-18	3,111	5,926	79.94%	0.52	$9,130,785
2026-07-11 06:02:18.304Z	SPY	SPY260717P00750000	put	750.00	2026-07-17	41,922	54,681	9.99%	0.77	$8,929,386
2026-07-11 06:02:18.304Z	MRVL	MRVL260807C00235000	call	235.00	2026-08-07	3,578	451	94.33%	7.93	$8,900,275
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00200000	call	200.00	2026-09-18	3,975	47,756	45.88%	0.08	$8,894,063
2026-07-11 06:02:18.304Z	QQQ	QQQ260717P00730000	put	730.00	2026-07-17	9,285	8,419	17.33%	1.10	$8,737,185
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00195000	call	195.00	2026-07-17	5,207	20,191	47.22%	0.26	$8,617,585
2026-07-11 06:02:18.304Z	SPY	SPY260717C00670000	call	670.00	2026-07-17	1,008	1,644	56.68%	0.61	$8,603,784
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00212500	call	212.50	2026-07-17	24,038	9,957	36.55%	2.41	$8,353,205
2026-07-11 06:02:18.304Z	CRCL	CRCL260717P00130000	put	130.00	2026-07-17	1,321	1,000	336.52%	1.32	$8,352,023
2026-07-11 06:02:18.304Z	SPY	SPY260717C00755000	call	755.00	2026-07-17	19,235	20,778	10.34%	0.93	$8,222,963
2026-07-11 06:02:18.304Z	MRVL	MRVL260918C00240000	call	240.00	2026-09-18	2,097	2,371	97.17%	0.88	$7,973,843
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00145000	call	145.00	2026-07-17	1,207	5,259	210.89%	0.23	$7,945,077
2026-07-11 06:02:18.304Z	SOXX	SOXX260717C00470000	call	470.00	2026-07-17	700	696	82.08%	1.01	$7,843,500
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00240000	call	240.00	2026-09-18	12,639	48,516	42.69%	0.26	$7,614,998
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00202500	call	202.50	2026-07-17	7,476	13,059	39.53%	0.57	$7,401,240
2026-07-11 06:02:18.304Z	CRCL	CRCL260918P00140000	put	140.00	2026-09-18	1,001	1,228	123.12%	0.82	$7,364,858
2026-07-11 06:02:18.304Z	CRCL	CRCL260717P00140000	put	140.00	2026-07-17	1,000	0	361.72%	N/A	$7,322,500
2026-07-11 06:02:18.304Z	QQQ	QQQ260918P00700000	put	700.00	2026-09-18	3,936	58,995	23.67%	0.07	$7,222,560
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00220000	call	220.00	2026-07-17	61,854	82,333	35.28%	0.75	$6,958,575
2026-07-11 06:02:18.304Z	QQQ	QQQ260717C00720000	call	720.00	2026-07-17	6,010	13,919	21.24%	0.43	$6,902,485
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00215000	call	215.00	2026-09-18	4,679	14,146	44.25%	0.33	$6,749,458
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00225000	call	225.00	2026-09-18	6,447	22,134	43.34%	0.29	$6,656,527
2026-07-11 06:02:18.304Z	NVDA	NVDA261016C00215000	call	215.00	2026-10-16	3,596	11,602	44.39%	0.31	$6,266,030
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00210000	call	210.00	2026-09-18	3,723	57,463	44.57%	0.06	$6,254,640
2026-07-11 06:02:18.304Z	SPY	SPY260717C00751000	call	751.00	2026-07-17	8,949	6,177	11.51%	1.45	$6,197,183
2026-07-11 06:02:18.304Z	SPCX	SPCX260717P00150000	put	150.00	2026-07-17	7,796	40,067	61.35%	0.19	$6,002,920
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00220000	call	220.00	2026-09-18	4,815	33,149	43.70%	0.15	$5,886,338
2026-07-11 06:02:18.304Z	SPCX	SPCX260918P00150000	put	150.00	2026-09-18	2,556	46,012	79.75%	0.06	$5,853,240
2026-07-11 06:02:18.304Z	NVDA	NVDA260717P00210000	put	210.00	2026-07-17	15,992	27,830	35.79%	0.57	$5,837,080
2026-07-11 06:02:18.304Z	MSFT	MSFT260717P00435000	put	435.00	2026-07-17	1,061	1,026	66.16%	1.03	$5,307,653
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00195000	call	195.00	2026-09-18	1,930	83,525	46.95%	0.02	$4,945,625
2026-07-11 06:02:18.304Z	QQQ	QQQ260717P00720000	put	720.00	2026-07-17	9,269	24,108	19.35%	0.38	$4,870,860
2026-07-11 06:02:18.304Z	QQQ	QQQ260717C00721000	call	721.00	2026-07-17	4,420	2,270	21.00%	1.95	$4,775,810
2026-07-11 06:02:18.304Z	SPCX	SPCX260717C00150000	call	150.00	2026-07-17	14,814	6,995	63.33%	2.12	$4,666,410
2026-07-11 06:02:18.304Z	QQQ	QQQ260918C00275000	call	275.00	2026-09-18	100	101	117.32%	0.99	$4,530,650
2026-07-11 06:02:18.304Z	QQQ	QQQ260717P00726000	put	726.00	2026-07-17	5,987	1,645	18.14%	3.64	$4,484,263
2026-07-11 06:02:18.304Z	NVDA	NVDA260918C00230000	call	230.00	2026-09-18	5,183	31,458	42.93%	0.16	$4,470,338
2026-07-11 06:02:18.304Z	MSFT	MSFT260717P00445000	put	445.00	2026-07-17	743	295	74.98%	2.52	$4,439,425
2026-07-11 06:02:18.304Z	QQQ	QQQ260717C00724000	call	724.00	2026-07-17	4,969	2,882	20.31%	1.72	$4,412,472
2026-07-11 06:02:18.304Z	NVDA	NVDA260918P00200000	put	200.00	2026-09-18	4,370	44,197	41.70%	0.10	$4,391,850
2026-07-11 06:02:18.304Z	NVDA	NVDA260918P00210000	put	210.00	2026-09-18	3,021	16,625	40.78%	0.18	$4,350,240
2026-07-11 06:02:18.304Z	QQQ	QQQ260717C00717000	call	717.00	2026-07-17	3,163	1,527	21.97%	2.07	$4,308,006
2026-07-11 06:02:18.304Z	SOXX	SOXX260918P00630000	put	630.00	2026-09-18	502	167	54.98%	3.01	$4,294,610
2026-07-11 06:02:18.304Z	QQQ	QQQ260717C00555000	call	555.00	2026-07-17	250	256	96.14%	0.98	$4,280,125
2026-07-11 06:02:18.304Z	QQQ	QQQ260717C00726000	call	726.00	2026-07-17	5,513	4,149	19.88%	1.33	$4,250,523
2026-07-11 06:02:18.304Z	NVDA	NVDA260918P00205000	put	205.00	2026-09-18	3,469	9,786	41.32%	0.35	$4,197,490
2026-07-11 06:02:18.304Z	SPCX	SPCX260717P00145000	put	145.00	2026-07-17	8,643	11,950	60.47%	0.72	$4,062,210
2026-07-11 06:02:18.304Z	SPY	SPY260717C00760000	call	760.00	2026-07-17	21,173	50,380	9.39%	0.42	$4,033,456
2026-07-11 06:02:18.304Z	NVDA	NVDA260807C00205000	call	205.00	2026-08-07	3,151	3,243	41.47%	0.97	$3,986,015
2026-07-11 06:02:18.304Z	NVDA	NVDA260717P00220000	put	220.00	2026-07-17	3,964	13,334	34.30%	0.30	$3,983,820
2026-07-11 06:02:18.304Z	MRVL	MRVL260717C00060000	call	60.00	2026-07-17	224	261	421.48%	0.86	$3,942,960
2026-07-11 06:02:18.304Z	QQQ	QQQ260918P00710000	put	710.00	2026-09-18	1,782	7,771	22.85%	0.23	$3,821,499
2026-07-11 06:02:18.304Z	NBIS	NBIS260717P00400000	put	400.00	2026-07-17	212	106	235.84%	2.00	$3,820,770
2026-07-11 06:02:18.304Z	NVDA	NVDA260717C00217500	call	217.50	2026-07-17	22,386	11,164	35.55%	2.01	$3,816,813
2026-07-11 06:02:18.304Z	SPY	SPY260717P00755000	put	755.00	2026-07-17	10,064	13,943	8.98%	0.72	$3,789,096
2026-07-11 06:02:18.304Z	QQQ	QQQ260717C00722000	call	722.00	2026-07-17	3,709	2,181	20.77%	1.70	$3,762,781
2026-07-11 06:02:18.304Z	NVDA	NVDA260717P00205000	put	205.00	2026-07-17	19,754	20,583	37.01%	0.96	$3,733,506

技术指标事实

标的	类型	Benchmark	最新价	Strength	1H 支撑 / 压力	4H 支撑 / 压力	1D 支撑 / 压力	数据限制
MSFT	美股/ETF	SPY	385.3800	-1.13	383.9079 (-0.38%；摆动低点/布林下轨/摆动高点) / 388.7546 (+0.88%；摆动高点/摆动低点/布林上轨)	384.7628 (-0.16%；MA10/摆动低点/摆动高点) / 391.1333 (+1.49%；摆动高点/摆动低点/布林上轨)	381.2668 (-1.00%；MA20/布林中轨/MA10) / 385.3380 (+0.06%；摆动高点/MA5)	-
NVDA	美股/ETF	SPY	210.5800	2.57	206.1465 (-2.11%；摆动高点/MA20/布林中轨) / 210.6655 (+0.04%；MA10/MA5/摆动高点)	209.2100 (-0.65%；摆动高点) / 211.8887 (+0.62%；摆动高点/布林上轨)	208.5649 (-1.14%；MA60/摆动低点) / 213.5036 (+1.21%；摆动高点/布林上轨)	-
MRVL	美股/ETF	SPY	236.5500	0.80	236.0734 (-0.20%；摆动低点/MA60/摆动高点) / 238.5388 (+0.84%；摆动低点/MA20/布林中轨)	232.0200 (-1.92%；摆动低点) / 238.2698 (+0.73%；摆动高点/摆动低点/MA5)	222.8546 (-5.49%；布林下轨/摆动低点) / 238.1520 (+0.99%；MA5)	-
GFS	美股/ETF	SPY	69.0800	-8.18	68.2484 (-1.20%；摆动低点/MA60/布林下轨) / 69.2365 (+0.23%；MA5/MA10/MA20)	68.3887 (-1.00%；MA20/布林中轨/摆动低点) / 69.2740 (+0.28%；MA5/MA10)	68.2800 (-1.00%；MA5) / 69.7600 (+1.15%；摆动低点)	-
APLD	美股/ETF	SPY	31.3300	-22.53	31.2932 (-0.12%；MA5/MA10) / 31.7062 (+1.20%；MA60/摆动低点/摆动高点)	30.5945 (-2.35%；摆动低点) / 31.7310 (+1.28%；摆动低点/MA5)	30.5100 (-2.05%；摆动低点) / 31.8690 (+2.31%；MA5/摆动高点)	-
USAR	美股/ETF	SPY	18.5900	-10.62	18.5062 (-0.45%；摆动低点/MA60/MA10) / 18.7393 (+0.80%；摆动高点/摆动低点/MA20)	18.2850 (-1.64%；摆动低点) / 18.6548 (+0.35%；摆动低点/MA20/布林中轨)	18.1500 (-1.79%；摆动高点) / 18.5860 (+0.57%；MA5)	-
SOXX	美股/ETF	SPY	584.0000	3.31	580.3516 (-0.62%；摆动低点/MA20/布林中轨) / 586.1315 (+0.36%；摆动高点/布林上轨)	579.6425 (-0.75%；MA10/MA5) / 588.6450 (+0.80%；摆动低点)	571.6270 (-1.67%；摆动低点/MA5) / 586.6685 (+0.92%；摆动高点/摆动低点/MA10)	-
SOXL	美股/ETF	SPY	194.3900	10.69	192.5400 (-0.95%；MA5) / 194.9275 (+0.28%；摆动低点/摆动高点)	192.3000 (-1.08%；摆动低点) / 204.5500 (+5.23%；摆动高点)	191.7950 (-0.24%；摆动高点/摆动低点) / 203.7310 (+5.97%；MA10)	-
FTXL	美股/ETF	SPY	254.0500	-0.10	249.5755 (-1.76%；摆动低点/布林下轨/MA60) / 254.4993 (+0.18%；摆动高点/MA20/布林中轨)	253.5933 (-0.18%；MA10/MA5/摆动低点) / 257.8000 (+1.48%；摆动高点)	252.4600 (-0.63%；摆动低点) / 254.5600 (+0.20%；摆动低点)	-
PSI	美股/ETF	SPY	161.1300	0.67	161.0301 (-0.06%；摆动高点/布林上轨) / 162.4600 (+0.83%；摆动低点)	- / -	155.8980 (-2.21%；MA5/摆动高点) / 163.2300 (+2.39%；摆动低点)	4H 少于 60 根K线；4H 无可用K线
DRAM	美股/ETF	SPY	63.0000	5.04	61.9727 (-1.63%；MA60) / 63.1487 (+0.24%；MA5/MA10/MA20)	62.4520 (-0.87%；MA20/布林中轨) / 63.3700 (+0.59%；MA5/MA10)	62.9580 (-0.13%；MA5) / 65.8950 (+4.53%；MA10)	-
KMEM	美股/ETF	SPY	21.3500	N/A	21.0925 (-1.21%；摆动低点/摆动高点/MA60) / 21.4422 (+0.43%；摆动低点/摆动高点/MA20)	20.7100 (-3.00%；摆动低点) / 21.3735 (+0.11%；MA20/布林中轨)	19.8600 (-6.72%；摆动低点/区间极值) / 21.4200 (+0.61%；MA5)	4H 少于 60 根K线；1D 少于 60 根K线
VRT	美股/ETF	SPY	318.8600	-0.82	- / -	- / -	316.4267 (-0.76%；MA20/布林中轨/MA5) / 322.4030 (+1.11%；MA60)	1H 少于 60 根K线；1H 无可用K线；4H 少于 60 根K线；4H 无可用K线
COHR	美股/ETF	SPY	324.6000	-16.38	323.1647 (-0.44%；MA60/摆动低点/MA10) / 327.2000 (+0.80%；摆动低点/摆动高点)	- / -	323.7240 (-0.24%；MA5) / 336.0900 (+3.57%；摆动低点)	4H 少于 60 根K线；4H 无可用K线
CRCL	美股/ETF	SPY	66.6400	-18.63	66.3782 (-0.39%；MA20/布林中轨/MA5) / 68.0200 (+2.07%；摆动低点)	- / -	65.4040 (-1.11%；MA5) / 66.5750 (+0.66%；MA10)	4H 少于 60 根K线；4H 无可用K线
SPCX	美股/ETF	SPY	145.9200	N/A	145.1074 (-0.56%；布林下轨/摆动低点/区间极值) / 147.4290 (+1.03%；摆动低点/MA10)	- / -	135.0000 (-7.09%；区间极值) / 147.1100 (+1.25%；摆动低点)	4H 少于 60 根K线；4H 无可用K线；1D 少于 60 根K线
GOOG	美股/ETF	SPY	355.0500	-0.87	349.9842 (-1.43%；摆动低点/区间极值/布林下轨) / 355.7488 (+0.20%；摆动低点/MA10/MA20)	- / -	343.6300 (-3.21%；摆动低点) / 355.3030 (+0.08%；摆动低点/MA10/MA20)	4H 少于 60 根K线；4H 无可用K线
NBIS	美股/ETF	SPY	220.0000	-3.32	218.5059 (-0.68%；MA20/布林中轨/摆动高点) / 224.2440 (+1.93%；摆动高点/布林上轨)	- / -	212.1080 (-3.43%；MA5) / 227.5530 (+3.60%；摆动高点/MA10)	4H 少于 60 根K线；4H 无可用K线
BTCUSDT	Crypto	BTCUSDT	64,120.9000	0.00	63,559.8829 (-0.87%；摆动高点/MA60/摆动低点) / 64,177.4940 (+0.09%；MA20/布林中轨/MA10)	64,044.8875 (-0.12%；MA10/摆动高点/MA5) / 64,720.7118 (+0.94%；摆动高点/区间极值/布林上轨)	63,298.7950 (-1.28%；MA10/MA5) / 64,470.9500 (+0.55%；摆动高点)	自身为基准
ETHUSDT	Crypto	BTCUSDT	1,797.3100	3.50	1,796.6677 (-0.04%；MA20/布林中轨/MA10) / 1,811.2300 (+0.77%；摆动高点/区间极值)	1,794.2660 (-0.17%；MA5) / 1,810.2712 (+0.72%；摆动高点/布林上轨)	1,772.1327 (-1.40%；MA10/MA5/摆动高点) / 1,833.7150 (+2.03%；摆动高点/MA60)	-
SOLUSDT	Crypto	BTCUSDT	77.7900	-0.80	76.9137 (-1.13%；摆动低点/区间极值/布林下轨) / 77.9961 (+0.26%；摆动高点/摆动低点/MA5)	76.6392 (-1.47%；摆动低点/摆动高点/布林下轨) / 78.0438 (+0.34%；MA5/MA20/布林中轨)	76.6873 (-1.42%；MA60) / 78.4400 (+0.84%；MA5)	-