ACACIA RESEARCH CORP
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
ACTG$4.17-2.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report.
(1)Financial Statements.
| Page | |
| Acacia Research Corporation Consolidated Financial Statements: | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) | F-1 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-3 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
| Supplemental Information on Oil and Natural Gas Producing Activities (Unaudited) | F-54 |
(2)Financial Statement Schedules.
All other schedules not listed above have been omitted as not applicable or because the required information is included in the consolidated financial statements or in the notes thereto.
(3)Exhibits.
Refer to Item 15(b) below.
(b)Exhibits. The following exhibits are either filed herewith or incorporated herein by reference:
| ExhibitNumber | Description |
| 2.1^ | Purchase and Sale Agreement dated February 16, 2024 by and between Revolution Resources II, LLC, Revolution II NPI Holding Company, LLC, Jones Energy, LLC, Nosley Assets, LLC, Nosley Acquisition, LLC, and Nosley Midstream, LLC, as Sellers, and BE Anadarko II, LLC, as Buyer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 20, 2024) |
| 2.2^ | Stock Purchase Agreement dated as of October 18, 2024, by and among Deflecto Holdco LLC, as Purchaser, Deflecto Holdings, LLC and Evriholder Finance LLC (collectively, the “Sellers”), Deflecto Acquisition, Inc. and the Sellers’ Representative named therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 21, 2024) |
| 3.1 | Fourth Amended and Restated Certificate of Incorporation of Acacia Research Corporation (incorporated by reference to the Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2025) |
| 3.2 | Fifth Amended and Restated Bylaws of Acacia Research Corporation (incorporated by reference to Exhibit 3.1 to Amendment No.1 to the Company’s Current Report on Form 8-K filed on August 2, 2023) |
| 3.3 | Certificate of Retirement of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed on August 2, 2023) |
| 4.1# | Description of Acacia Research Corporation Capital Stock |
| 10.1* | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 16, 2020) |
| 10.2* | Acacia Research Corporation Amended and Restated Executive Severance Policy (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 26, 2009) |
| 10.3* | 2013 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 24, 2013) |
| 10.4* | Form of Stock Issuance Agreement under the 2013 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on May 22, 2013) |
| 10.5* | 2016 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed on August 9, 2016) |
| 10.6* | Form of Stock Option Agreement under the 2016 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 10, 2017) |
| 10.7* | Form of Stock Issuance Agreement under the 2016 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 10, 2017) |
| 10.8* | Employment Agreement, dated June 19, 2020, by and between Acacia Research Group, LLC and Marc W. Booth (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 25, 2020) |
| 10.9* | Employment Agreement, effective March 16, 2021, by and between Acacia Research Group, LLC and Jason Soncini (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 22, 2021) |
| 10.10* | Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed on August 3, 2023) |
| 10.11* | Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed on August 3, 2023) |
| 10.12* | Amended and Restated Employment Agreement, effective February 13, 2024, by and between Acacia Research Corporation and Martin D. McNulty, Jr. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 14, 2024) |
| 10.13* | Employment Agreement, effective May 3, 2023, among Acacia Research Corporation and Robert Rasamny (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024) |
| 10.14* | 2024 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on April 19, 2024) |
| 10.15 | Recapitalization Agreement dated October 30, 2022, by and among Acacia Research Corporation, Starboard Value Partners LP and the investors listed on the Schedule of Investors attached thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 1, 2022) |
| 10.16 | Amended and Restated Registration Rights Agreement dated as of February 14, 2023, by and among Acacia Research Corporation and the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 14, 2023) |
| 10.17^ | Loan Agreement dated as of April 17, 2024, by and among BE Anadarko, as Borrower, Frost Bank, as Administrative Agent and LC Issuer, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 17, 2024) |
| 10.18^ | Second Amendment to Loan Agreement dated as of November 3, 2025, by and among BE Anadarko II, LLC, as Borrower, Frost Bank, as Administrative Agent and LC Issuer, West Texas National Bank, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed on November 6, 2025) |
| 10.19 | Services Agreement dated December 12, 2023 by and between Starboard Value LP and Acacia Research Corporation (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024) |
| 10.20^ | Amended and Restated Credit Agreement dated October 18, 204, among Deflecto, LLC, as Borrower, the other Loan Parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report 8-K filed on October 21, 2024) |
| 10.21* | Employment Agreement, effective June 24, 2025, by and between Acacia Research Corporation and Michael Zambito (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2025) |
| 10.22#^ | Second Amendment, dated as of March 11, 2026, to Amended and Restated Credit Agreement dated October 18, 2024, among Deflecto, LLC, as Borrower, the other Loan Parties thereto, the Lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent |
| 19.1 | Acacia Research Corporation Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 17, 2025) |
| 21.1# | List of Subsidiaries |
| 23.1# | Consent of Independent Registered Public Accounting Firm, Grant Thornton LLP |
| 23.2# | Consent of Cawley, Gillespie & Associates, Inc. as of December 31, 2025 |
| 24.1 | Power of Attorney (included in the signature page hereto). |
| 31.1# | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 |
| 31.2# | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 |
| 32.1† | Certification of Principal Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 |
| 32.2† | Certification of Principal Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 |
| 97.1 | Acacia Research Corporation Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024) |
| 99.1# | Report of Cawley, Gillespie & Associates, Inc. as of December 31, 2025 |
| 101# | The following financial statements from the Company’s Annual Report on Form 10-K for the years ended December 31, 2025 and 2024, formatted in Inline Extensible Business Reporting Language (iXBRL) include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders' Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. |
| 104# | Cover Page Interactive Data File (formatted in iXBRL and included in Exhibit 101). |
*The referenced exhibit is a management contract, compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(a)(3) of Form 10-K.
^ This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment for any schedules or exhibits so furnished.
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