Moelis & Co

Previous wording

As of June 30, 2025, we served our clients globally with 940 advisory bankers. We generate revenues primarily from providing advisory services on transactions that are subject to individually negotiated engagement letters which set forth our fees. We generally generate fees at key transaction milestones, such as closing, the timing of which is outside of our control. As a result, revenues and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter. The performance of our business depends on the ability of our professionals to build relationships with clients over many years by providing trusted advice and exceptional transaction execution.

Current wording

As of September 30, 2025, we served our clients globally with 1,035 advisory bankers. We generate revenues primarily from providing advisory services on transactions that are subject to individually negotiated engagement letters which set forth our fees. We generally generate fees at key transaction milestones, such as closing, the timing of which is outside of our control. As a result, revenues and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter. The performance of our business depends on the ability of our professionals to build relationships with clients over many years by providing trusted advice and exceptional transaction execution.

Previous wording

Economic and global financial conditions can materially affect our operational and financial performance. See “Risk Factors” in Part II. Other Information of this Form 10-Q and in our Form 10-K for a discussion of some of the factors that can affect our performance. The M&A market data for announced and completed transactions during the three and six months ended June 30, 2025 and 2024, referenced throughout this Form 10-Q was obtained from LSEG - Financial Technology & Data (formerly known as Refinitiv) as of July 7, 2025 and July 3, 2024, respectively.

Current wording

Economic and global financial conditions can materially affect our operational and financial performance. See “Risk Factors” in Part II. Other Information of this Form 10-Q and in our Form 10-K for a discussion of some of the factors that can affect our performance. The M&A market data for announced and completed transactions during the three and nine months ended September 30, 2025 and 2024, referenced throughout this Form 10-Q was obtained from LSEG - Financial Technology & Data (formerly known as Refinitiv) as of October 6, 2025 and October 4, 2024, respectively.

Previous wording

For the first six months of 2025, we earned GAAP revenues of $672.0 million compared with $482.1 million earned during the same period in 2024. This represents an increase of 39% compared to a 2% increase in the number of global completed M&A transactions greater than $100 million in the same period.

Current wording

For the first nine months of 2025, we earned GAAP revenues of $1,028.9 million compared with $755.8 million earned during the same period in 2024. This represents an increase of 36% compared to a 7% increase in the number of global completed M&A transactions greater than $100 million in the same period.

Previous wording

We remain encouraged by the strength of our new business origination and progression of our deal pipeline, including for M&A transactions, but we caution that the impact of existing and any future tariff policy announcements could delay the timing of our revenues. Our team of investment banking professionals remain busy providing our expertise to clients to help them better understand their capital needs and how they can adapt or transform their business for this environment. We have seen improvement in the M&A market as companies continue to use M&A and the capital markets as a tool to realize long-term strategic priorities. Additionally, the near-record levels of capital accumulated by financial sponsors combined with unsold portfolio companies should provide for more sponsor-related M&A activity. Our capital structure advisory and capital markets teams are working closely together with companies on liability management exercises to bolster company balance sheets to be more durable. Further, we are optimistic that recent investments in our private capital advisory business will provide meaningful secondary and primary capital solutions for our sponsor clients and allow us to grow this franchise into a market leader. We believe we are well-positioned to navigate these dynamic markets as we have a strong balance sheet with substantial liquidity and zero debt.

Current wording

Our new business origination and deal activity are strong. We have seen improvement in the M&A market as companies continue to use M&A and the capital markets as a tool to realize long-term strategic priorities. Additionally, the near-record levels of capital accumulated by financial sponsors combined with unsold portfolio companies should provide for more sponsor-related M&A activity. Our capital structure advisory team continues to be engaged on a consistent level of liability management assignments although ample liquidity, access to diverse pools of capital and historically low credit spreads are resulting in fewer traditional restructurings. Our capital markets business has experienced significant growth benefiting from the rapid expansion of private credit, a risk-on environment fueled by emerging trends in new technologies and improving M&A activity. While still in the early stages, we are encouraged by our recent investments in our private capital advisory business, and we have seen an increase in active engagements over the last several months. The impact of existing and any future tariff policy announcements and the recent U.S. government shut down could delay the timing of our revenues. We believe we are well-positioned to navigate these dynamic markets as we have a strong balance sheet with substantial liquidity and zero debt.

Previous wording

The following is a discussion of our results of operations for the three and six months ended June 30, 2025 and 2024.

Current wording

The following is a discussion of our results of operations for the three and nine months ended September 30, 2025 and 2024.

Previous wording

Revenues were $365.4 million for the three months ended June 30, 2025 as compared with $264.6 million for the same period in 2024, representing an increase of 38%. The increase in revenues was driven by an increase in average fees earned per completed transaction as compared to the prior year period.

Current wording

Revenues were $356.9 million for the three months ended September 30, 2025 as compared with $273.8 million for the same period in 2024, representing an increase of 30%. The increase in revenues was driven by an increase in the average fees per completed transaction and the number of completed transactions as compared to the prior year period.

Previous wording

For the three months ended June 30, 2025 and 2024, we earned revenues from 136 clients and 163 clients, respectively, and, the number of clients that paid fees equal to or greater than $1 million was 60 clients and 64 clients, respectively.

Current wording

For the three months ended September 30, 2025 and 2024, we earned revenues from 155 clients and 163 clients, respectively, and the number of clients that paid fees equal to or greater than $1 million was 72 clients and 67 clients, respectively.

Previous wording

Revenues were $672.0 million for the six months ended June 30, 2025 as compared with $482.1 million for the same period in 2024, representing an increase of 39%. The increase in revenues was driven by an increase in average fees earned per completed transaction as compared to the prior year period.

Current wording

Revenues were $1,028.9 million for the nine months ended September 30, 2025 as compared with $755.8 million for the same period in 2024, representing an increase of 36%. The increase in revenues was driven by an increase in the average fees per completed transaction and the number of completed transactions as compared to the prior year period.

Previous wording

For the six months ended June 30, 2025 and 2024, we earned revenues from 220 clients and 239 clients, respectively, and, the number of clients that paid fees equal to or greater than $1 million was 117 clients and 117 clients, respectively.

Current wording

For the nine months ended September 30, 2025 and 2024, we earned revenues from 290 clients and 314 clients, respectively, and the number of clients that paid fees equal to or greater than $1 million was 181 clients and 177 clients, respectively.

Previous wording

Operating expenses were $304.7 million for the three months ended June 30, 2025 and represented 83% of revenues, compared with $244.5 million for the same period in 2024 which represented 92% of revenues. The increase in operating expenses was primarily driven by increased compensation and benefits expense associated with higher revenues compared to the prior year period.

Current wording

Operating expenses were $308.6 million for the three months ended September 30, 2025 and represented 86% of revenues, compared with $258.2 million for the same period in 2024 which represented 94% of revenues. The increase in operating expenses was primarily driven by increased compensation and benefits expense associated with higher revenues compared to the prior year period.

Previous wording

Operating expenses were $574.4 million for the six months ended June 30, 2025 and represented 85% of revenues, compared with $456.2 million for the same period in 2024 which represented 95% of revenues. The increase in operating expenses was primarily driven by increased compensation and benefits expense associated with higher revenues compared to the prior year period.

Current wording

Operating expenses were $883.0 million for the nine months ended September 30, 2025 and represented 86% of revenues, compared with $714.4 million for the same period in 2024 which represented 95% of revenues. The increase in operating expenses was primarily driven by increased compensation and benefits expense associated with higher revenues compared to the prior year period.

Previous wording

Our compensation and benefits expenses are determined by management based on revenues earned, the mark-to-market impact on investments where our employees and the Moelis advisory platform contributed meaningfully to the acquisition of the asset, the competitiveness of the prevailing labor market and anticipated compensation requirements for our employees, the level of recruitment of new Managing Directors and other bankers, the amount of compensation expenses amortized related to equity awards and other relevant factors. As a result, our compensation expenses may fluctuate materially in any particular period. Accordingly, the amount of compensation expenses recognized in any particular period may not be consistent with prior periods or indicative of future periods.

Current wording

Our compensation and benefits expenses are determined by management based on revenues earned, the results from investments where our employees and the Moelis advisory platform contributed meaningfully to the acquisition of the asset, the competitiveness of the prevailing labor market and anticipated compensation requirements for our employees, the level of recruitment of new Managing Directors and other bankers, the amount of compensation expenses amortized related to equity awards and other relevant factors. As a result, our compensation expenses may fluctuate materially in any particular period. Accordingly, the amount of compensation expenses recognized in any particular period may not be consistent with prior periods or indicative of future periods.

Previous wording

For the three months ended June 30, 2025, compensation related expenses of $252.1 million represented 69% of revenues, compared with $197.9 million which represented 75% of revenues in the prior year period. The increase in compensation and benefits is primarily attributable to increased headcount and a higher discretionary bonus accrual, as a result of higher revenues earned, as compared to the prior year period. As a percentage of revenues, compensation related expenses decreased as compared to the prior year period due to greater revenues.

Current wording

For the three months ended September 30, 2025, compensation related expenses of $255.4 million represented 72% of revenues, compared with $210.7 million which represented 77% of revenues in the prior year period. The increase in compensation and benefits is primarily attributable to increased headcount and a higher discretionary bonus accrual, as a result of higher revenues earned, as compared to the prior year period. As a percentage of revenues, compensation related expenses decreased as compared to the prior year period due to greater revenues.

Previous wording

For the six months ended June 30, 2025, compensation related expenses of $463.7 million represented 69% of revenues, compared with $362.3 million which represented 75% of revenues in the prior year period. The increase in compensation and benefits is primarily attributable to increased headcount and a higher discretionary bonus accrual, as a result of higher revenues earned, as compared to the prior year period. As a percentage of revenues, compensation related expenses decreased as compared to the prior year period due to greater revenues.

Current wording

For the nine months ended September 30, 2025, compensation related expenses of $719.1 million represented 70% of revenues, compared with $573.0 million which represented 76% of revenues in the prior year period. The increase in compensation and benefits is primarily attributable to increased headcount and a higher discretionary bonus accrual, as a result of higher revenues earned, as compared to the prior year period. As a percentage of revenues, compensation related expenses decreased as compared to the prior year period due to greater revenues.

Previous wording

For the three months ended June 30, 2025, non‑compensation expenses of $52.6 million represented 14% of revenues, compared with $46.6 million which represented 18% of revenues in the prior year period. The increase in non-compensation expenses is primarily related to increased travel and related expenses, and communications and technology expenses driven by increased headcount.

Current wording

For the three months ended September 30, 2025, non‑compensation expenses of $53.2 million represented 15% of revenues, compared with $47.5 million which represented 17% of revenues in the prior year period. The increase in non-compensation expenses is primarily related to increased travel and related expenses, and communications and technology expenses driven by increased headcount.

Previous wording

For the six months ended June 30, 2025, non‑compensation expenses of $110.8 million represented 16% of revenues, compared with $93.9 million which represented 19% of revenues in the prior year period. The increase in non-compensation expenses is primarily related to increased travel and related expenses, and communications and technology expenses driven by increased headcount.

Current wording

For the nine months ended September 30, 2025, non‑compensation expenses of $163.9 million represented 16% of revenues, compared with $141.4 million which represented 19% of revenues in the prior year period. The increase in non-compensation expenses is primarily related to increased travel and related expenses, and communications and technology expenses driven by increased headcount.

Previous wording

For the three months ended June 30, 2025, other income and expenses was income of $3.5 million, primarily related to $3.9 million in net gains and income on financial assets. For the prior year period, other income and expenses was income of $1.7 million, primarily related to interest and gains of $1.7 million on financial assets measured at fair value and $0.9 million from the Company's share of earnings in MA financial.

Current wording

For the three months ended September 30, 2025, other income and expenses was income of $34.0 million, primarily related to a gain of $19.1 million from the sale of 5,000,000 shares of our investment in MA Financial, $6.5 million in income associated with the forfeiture or return of compensation by former employees, and $3.5 million in income from the Company's investment in MA Financial. For the prior year period, other income and expenses was income of $11.1 million, primarily related to a $7.0 million gain on the sale of 5,000,000 shares of our investment in MA Financial and $3.9 million in interest and gains on financial assets measured at fair value.

Previous wording

For the six months ended June 30, 2025, other income and expenses was income of $9.7 million, primarily related to $8.2 million in net gains and income on financial assets and $1.5 million in the Company's share of earnings in MA Financial. For the prior year period, other income and expenses was income of $5.9 million, primarily related to interest and gains on financial assets measured at fair value of $5.0 million and $1.0 million from the Company's share of earnings in MA financial.

Current wording

For the nine months ended September 30, 2025, other income and expenses was income of $43.7 million, primarily related to a gain of $19.1 million from the sale of 5,000,000 shares of our investment in MA Financial, $13.4 million in net gains and income on financial assets, $6.5 million in income associated with the forfeiture or return of compensation by former employees, and $5.1 million in income from the Company's investment in MA Financial. For the prior year period, other income and expenses was income of $17.0 million, primarily related to $7.0 million gain on the sale of 5,000,000 shares of our investment in MA Financial and $6.2 million in interest and gains on financial assets measured at fair value.

Previous wording

The Company’s provision for income taxes was an expense of $17.4 million against a pre-tax income of $64.1 million and an expense of $6.9 million against pre-tax income of $21.8 million for the three months ended June 30, 2025 and 2024, respectively. The income tax provisions for the aforementioned periods primarily reflect the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rate.

Current wording

The Company’s provision for income taxes was an expense of $22.2 million against pre-tax income of $82.3 million and an expense of $7.4 million against pre-tax income of $26.7 million for the three months ended September 30, 2025 and 2024, respectively. The income tax provisions for the aforementioned periods primarily reflect the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rate.

Previous wording

The Company’s provision for income taxes was an expense of $6.7 million against a pre-tax income of $107.2 million and a benefit of $0.6 million against pre-tax loss of $31.8 million for the six months ended June 30, 2025 and 2024, respectively. The income tax provisions for the aforementioned periods primarily reflect the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rate, offset by the effect of the excess tax benefit recognized in connection with the delivery of equity-based compensation at an appreciated price above the grant date price for such equity.

Current wording

The Company’s provision for income taxes was an expense of $28.9 million against pre-tax income of $189.5 million and an expense of $6.8 million against pre-tax income of $58.5 million for the nine months ended September 30, 2025 and 2024, respectively. The income tax provisions for the aforementioned periods primarily reflect the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rate, offset by the effect of the excess tax benefit recognized in connection with the delivery of equity-based compensation at an appreciated price above the grant date price for such equity.

Previous wording

We evaluate our cash needs on a regular basis in light of current market conditions. Cash and cash equivalents include all short‑term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of June 30, 2025 and December 31, 2024, the Company had cash equivalents of $119.6 million and $350.9 million, respectively, invested primarily in U.S. and U.K. sovereign debt securities, money market funds, and certificates of deposit. Additionally, as of June 30, 2025 and December 31, 2024, the Company had cash of $102.1 million and $61.5 million, respectively, maintained in U.S. and non‑U.S. bank accounts, of which most bank account balances exceeded the U.S. Federal Deposit Insurance Corporation (“FDIC”) and U.K. Financial Services Compensation Scheme (“FSCS”) coverage limits.

Current wording

We evaluate our cash needs on a regular basis in light of current market conditions. Cash and cash equivalents include all short‑term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of September 30, 2025 and December 31, 2024, the Company had cash equivalents of $201.8 million and $350.9 million, respectively, invested primarily in U.S. and U.K. sovereign debt securities, money market funds, and certificates of deposit. Additionally, as of September 30, 2025 and December 31, 2024, the Company had cash of $79.8 million and $61.5 million, respectively, maintained in U.S. and non‑U.S. bank accounts, of which most bank account balances exceeded the U.S. Federal Deposit Insurance Corporation (“FDIC”) and U.K. Financial Services Compensation Scheme (“FSCS”) coverage limits.

Previous wording

In addition to cash and cash equivalents, we hold sovereign debt securities and certificates of deposit, which are both highly liquid instruments in active markets, that are classified as investments on our condensed consolidated statements of financial condition as they have original maturities of three months or more from the date of purchase. As of June 30, 2025 and December 31, 2024, the Company held $253.2 million and $147.9 million of investments, respectively, primarily composed of sovereign debt securities.

Current wording

In addition to cash and cash equivalents, we hold sovereign debt securities and certificates of deposit, which are both highly liquid instruments in active markets, that are classified as investments on our condensed consolidated statements of financial condition as they have original maturities of three months or more from the date of purchase. As of September 30, 2025 and December 31, 2024, the Company held $338.3 million and $147.9 million of investments, respectively, primarily composed of sovereign debt securities.

Previous wording

Our liquidity is highly dependent upon cash receipts from clients which generally requires the successful completion of transactions. The timing of receivable collections typically occurs within 60 days of billing. As of June 30, 2025 and December 31, 2024 accounts receivable were $56.5 million and $51.4 million, respectively, net of allowances of $1.8 million and $1.7 million, respectively.

Current wording

Our liquidity is highly dependent upon cash receipts from clients which generally requires the successful completion of transactions. The timing of receivable collections typically occurs within 60 days of billing. As of September 30, 2025 and December 31, 2024 accounts receivable were $55.2 million and $51.4 million, respectively, net of allowances of $2.4 million and $1.7 million, respectively.

Previous wording

The Board of Directors of Moelis & Company declared a regular quarterly dividend of $0.65 per share. The $0.65 per share will be paid on September 18, 2025 to Class A common stockholders of record on August 4, 2025. During the six months ended June 30, 2025 the Company paid aggregate dividends of $1.30 per share.

Current wording

The Board of Directors of Moelis & Company declared a regular quarterly dividend of $0.65 per share. The $0.65 per share will be paid on December 4, 2025 to Class A common stockholders of record on November 10, 2025. During the nine months ended September 30, 2025 the Company paid aggregate dividends of $1.95 per share.

Previous wording

During the six months ended June 30, 2025 and 2024, the Company repurchased 186,889 and 165,604 shares, respectively, from its employees for the purpose of settling tax liabilities incurred upon delivery of equity-based compensation awards and pursuant to the Company's share repurchase program. In July 2021, the Board of Directors authorized the repurchase of up to $100 million of shares of Class A common stock and/or Class A partnership units of Group LP with no expiration date. The dollar value of shares that may yet be purchased under the program was $61.1 million as of June 30, 2025.

Current wording

During the nine months ended September 30, 2025 and 2024, the Company repurchased 401,744 and 181,718 shares, respectively, from its employees for the purpose of settling tax liabilities incurred upon delivery of equity-based compensation awards and pursuant to the Company's share repurchase program. In July 2021, the Board of Directors authorized the repurchase of up to $100 million of shares of Class A common stock and/or Class A partnership units of Group LP with no expiration date. The dollar value of shares that may yet be purchased under the program was $46.6 million as of September 30, 2025.

Previous wording

Cash, cash equivalents and restricted cash were $222.5 million at June 30, 2025, a decrease of $190.7 million from $413.2 million at December 31, 2024. Operating activities resulted in a net inflow of $38.7 million primarily attributable to cash collected from clients, net of cash operating outflows, including discretionary bonus paid during the period. Investing activities resulted in a net outflow of $113.1 million primarily attributable to net purchases of investments. Financing activities resulted in a net outflow of $117.8 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.

Current wording

Cash, cash equivalents and restricted cash were $282.4 million at September 30, 2025, a decrease of $130.8 million from $413.2 million at December 31, 2024. Operating activities resulted in a net inflow of $237.6 million primarily attributable to cash collected from clients, net of cash operating outflows, including discretionary bonus paid during the period. Investing activities resulted in a net outflow of $186.2 million primarily attributable to net purchases of investments. Financing activities resulted in a net outflow of $184.4 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.

Previous wording

Cash, cash equivalents and restricted cash were $151.2 million at June 30, 2024, a decrease of $36.0 million from $187.2 million at December 31, 2023. Operating activities resulted in a net outflow of $25.0 million primarily attributable to cash operating outflows, including discretionary bonuses paid during the period, net of cash collected from clients. Investing activities resulted in a net inflow of $108.8 million primarily attributable to net proceeds from the sale of investments. Financing activities resulted in a net outflow of $119.6 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.

Current wording

Cash, cash equivalents and restricted cash were $146.1 million at September 30, 2024, a decrease of $41.1 million from $187.2 million at December 31, 2023. Operating activities resulted in a net inflow of $112.1 million primarily attributable to cash collected from clients, net of cash operating outflows, including discretionary bonuses paid during the period. Investing activities resulted in a net inflow of $13.4 million primarily attributable to net proceeds from the sale of investments. Financing activities resulted in a net outflow of $168.1 million primarily related to the payment of dividends and tax distributions.

Previous wording

As of June 30, 2025, the Company has a total payable of $298.8 million due pursuant to the tax receivable agreement in the condensed consolidated financial statements and of this amount an estimated $31.6 million will be due in less than one year. These amounts represent management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement. Payments made under the tax receivable agreement are required to be made within 225 days of the filing of our tax returns. We generally expect to receive the tax savings prior to making the cash payments to the eligible selling holders of Group LP partnership units. The Company made a payment of $0.3 million pursuant to the tax receivable agreement during the first six months of 2025.

Current wording

As of September 30, 2025, the Company has a total payable of $299.2 million due pursuant to the tax receivable agreement in the condensed consolidated financial statements and of this amount an estimated $32.0 million will be due in less than one year. These amounts represent management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement. Payments made under the tax receivable agreement are required to be made within 225 days of the filing of our tax returns. We generally expect to receive the tax savings prior to making the cash payments to the eligible selling holders of Group LP partnership units. The Company made a payment of $0.3 million pursuant to the tax receivable agreement during the first nine months of 2025.

Previous wording

The Company is exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of the Company’s non‑U.S. dollar denominated assets and liabilities. Non‑functional currency‑related transaction gains and losses are recorded in the condensed consolidated statements of operations. In addition, the reported amounts of our revenues and other income from investments may be affected by movements in the rate of exchange between the pound sterling, euro, Brazilian real, Hong Kong dollar, Israeli shekel, rupee, Australian dollar, Saudi riyal and the U.S. dollar, in which our financial statements are denominated. Other comprehensive income (loss) in the condensed consolidated statements of comprehensive income were gains of $1.3 million and $0.5 million for the three months ended June 30, 2025 and 2024, respectively, and gains of $2.6 million and losses of $0.3 million for the six months ended June 30, 2025 and 2024, respectively, primarily from the fluctuations of foreign currencies. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations through the use of derivative instruments or other methods.

Current wording

The Company is exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of the Company’s non‑U.S. dollar denominated assets and liabilities. Non‑functional currency‑related transaction gains and losses are recorded in the condensed consolidated statements of operations. In addition, the reported amounts of our revenues and other income from investments may be affected by movements in the rate of exchange between the pound sterling, euro, Brazilian real, Hong Kong dollar, Israeli shekel, rupee, Australian dollar, Saudi riyal and the U.S. dollar, in which our financial statements are denominated. Other comprehensive income (loss) in the condensed consolidated statements of comprehensive income were losses of $1.5 million and gains of $2.3 million for the three months ended September 30, 2025 and 2024, respectively, and gains of $1.1 million and $2.0 million for the nine months ended September 30, 2025 and 2024, respectively, primarily from the fluctuations of foreign currencies. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations through the use of derivative instruments or other methods.

Previous wording

ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three and six months ended June 30, 2025 and 2024, no unrecognized tax benefit was recorded. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. For the three and six months ended June 30, 2025 and 2024, no such amounts were recorded.

Current wording

ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three and nine months ended September 30, 2025 and 2024, no unrecognized tax benefit was recorded. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. For the three and nine months ended September 30, 2025 and 2024, no such amounts were recorded.