Acadia Healthcare Company, Inc.

Previous wording

the impact of class action and other claims brought against us or our facilities including claims for damages for personal injuries, medical malpractice, overpayments, breach of contract, securities law violations and tort and employee related claims;

Current wording

the impact of class action and other claims brought against us or our facilities including claims for damages for personal injuries, medical malpractice, overpayments, breach of contract, securities law violations, tort and employee related claims;

Previous wording

Our business strategy is to become the indispensable behavioral healthcare provider for the high-acuity and complex needs patient population. We are committed to providing the communities we serve with high-quality, cost-effective behavioral healthcare services, while growing our business, increasing profitability and creating long-term value for our stockholders. This strategy includes five growth pathways: expansions of existing facilities, joint venture partnerships, de novo facilities, acquisitions and expansion across our continuum of care. At March 31, 2026, we operated 275 behavioral healthcare facilities with approximately 12,400 beds in 40 states and Puerto Rico. During the three months ended March 31, 2026, we added 82 beds, consisting of 42 beds added to existing facilities and 40 beds added through the opening of one wholly-owned facility and one joint venture facility with Tufts Medicine. During the three months ended March 31, 2026, we closed four facilities with an aggregate of 251 beds.

Current wording

Our business strategy is to become the indispensable behavioral healthcare provider for the high-acuity and complex needs patient population. We are committed to providing the communities we serve with quality, cost-effective behavioral healthcare services, while growing our business, increasing profitability and creating long-term value for our stockholders. This strategy includes five growth pathways: expansions of existing facilities, joint venture partnerships, de novo facilities, acquisitions and expansion across our continuum of care. At June 30, 2026, we operated 279 behavioral healthcare facilities with approximately 12,600 beds in 40 states and Puerto Rico. During the six months ended June 30, 2026, we added 322 beds, consisting of 42 beds added to existing facilities and 280 beds added through the opening of one wholly-owned facility and three joint venture facilities. The three joint venture facilities opened during the six months ended June 30, 2026, were through partnerships with Tufts Medicine, Orlando Heath, and Methodist Jennie Edmundson. During the six months ended June 30, 2026, we opened two CTCs.

Previous wording

In addition, the OBBBA includes significant changes to Medicaid funding mechanisms by restricting federal matching funds received by state Medicaid programs. The law prohibits states from establishing new provider assessments or taxes, or increasing the rates of existing provider assessments, for state fiscal years beginning after October 1, 2026, while also limiting the structure and application of such assessments. Pursuant to the OBBBA, the HHS revised regulations governing state directed payment program arrangements to cap total payment rates paid by Medicaid managed care organizations for certain services at Medicare payment rates instead of average commercial rates and imposed lower caps in Medicaid expansion states, which impacts Medicaid payment rates for services rendered in our hospital facilities. The revised regulations apply to state directed payment programs established on or after July 4, 2025 unless the program meets certain grandfathering criteria. The OBBBA provides that payments under grandfathered programs will be reduced beginning January 1, 2028.

Current wording

In addition, the OBBBA includes significant changes to Medicaid funding mechanisms by restricting federal matching funds received by state Medicaid programs. The law prohibits states from establishing new provider assessments or taxes, or increasing the rates of existing provider assessments, for state fiscal years beginning after October 1, 2026, while also limiting the structure and application of such assessments. Pursuant to the OBBBA, the U.S. Department of Health and Human Services revised regulations governing state directed payment program arrangements to cap total payment rates paid by Medicaid managed care organizations for certain services at Medicare payment rates instead of average commercial rates and imposed lower caps in Medicaid expansion states, which impacts Medicaid payment rates for services rendered in our hospital facilities. The revised regulations apply to state directed payment programs established on or after July 4, 2025 unless the program meets certain grandfathering criteria. The OBBBA provides that payments under grandfathered programs will be reduced beginning January 1, 2028.

Previous wording

We believe that we are well positioned to help meet the growing demand for behavioral healthcare services and recorded revenue growth of 7.6% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Similar to many other healthcare providers and other industries across the country, we have been navigating a tight labor market. While we experienced higher wage inflation compared to historical averages in recent years, we continue to see stability in our labor costs and our proactive focus helps us manage through this environment. We remain focused on ensuring that we have the level of staff to meet the demand in our markets across 40 states and Puerto Rico.

Current wording

We believe that we are well positioned to help meet the growing demand for behavioral healthcare services and recorded revenue growth of 3.3% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Similar to many other healthcare providers and other industries across the country, we have been navigating a tight labor market. While we experienced higher wage inflation compared to historical averages in recent years, we continue to see stability in our labor costs and our proactive focus helps us manage through this environment. We remain focused on ensuring that we have the level of staff to meet the demand in our markets across 40 states and Puerto Rico.

Previous wording

The following table sets forth percent changes in same facility operating data for the three months ended March 31, 2026 compared to the same period in 2025:

Current wording

The following table sets forth percent changes in same facility operating data for the three and six months ended June 30, 2026 compared to the same periods in 2025:

Previous wording

Same facility results include operating results only for facilities and services operated in both the current and prior year periods. These metrics exclude the operating results associated with facilities under operation for less than one year and facilities acquired during the current or prior year, as well as facilities divested or removed from service, and also exclude general and administrative costs related to our corporate functions. Such costs related to our corporate functions include, amongst others, costs for accounting and finance, information systems, human resources, legal and operational and executive leadership. General and administrative costs directly related to the facilities are included in same facility results. Such costs directly related to our facilities include, amongst others, labor at the facility level, insurance, including property, professional, legal and general liability insurance, hospital supplies, including medication, utilities and food service, and general maintenance costs for the facility. We determine which general and administrative costs to exclude and include in same facility results by ensuring those costs directly associated with facility operations are captured at the facility level for reporting.

Current wording

Same facility results include operating results only for facilities and services operated in both the current and prior year. These metrics exclude the operating results associated with facilities under operation for less than one year and facilities acquired during the current or prior year, as well as facilities divested or removed from service, and also exclude general and administrative costs related to our corporate functions. Such costs related to our corporate functions include, amongst others, costs for accounting and finance, information systems, human resources, legal and operational and executive leadership. General and administrative costs directly related to the facilities are included in same facility results. Such costs directly related to our facilities include, amongst others, labor at the facility level, insurance, including property, professional, legal and general liability insurance, hospital supplies, including medication, utilities and food service, and general maintenance costs for the facility. We determine which general and administrative costs to exclude and include in same facility results by ensuring those costs directly associated with facility operations are captured at the facility level for reporting.

Previous wording

Revenue. Revenue increased $58.3 million, or 7.6%, to $828.8 million for the three months ended March 31, 2026 from $770.5 million for the three months ended March 31, 2025. Same facility revenue increased $55.0 million, or $7.3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, resulting from same facility growth in revenue per day of 5.6%; same facility growth in patient days of 1.6%; and same facility growth in admissions of 6.5%. Consistent with same facility revenue growth in 2025, the growth in same facility patient days for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 resulted from the addition of beds to our existing facilities and ongoing demand for our services.

Current wording

Revenue. Revenue decreased $3.4 million, or 0.4%, to $865.8 million for the three months ended June 30, 2026 from $869.2 million for the three months ended June 30, 2025. The three months ended June 30, 2026, included $22.3 million of revenue from one state government program based on timing of program approval, all of which related to services rendered in prior periods. The three months ended June 30, 2025, included $65.6 million of revenue from one state government program based on timing of program approval, $48.7 million of which related to services rendered in prior periods. Same facility revenue decreased $0.4 million, or 0.1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, resulting from same facility decline in revenue per day of 0.8%, partially offset by same facility growth in patient days of 0.8% and same facility growth in admissions of 6.4%. Consistent with same facility revenue growth in 2025, the growth in same facility patient days for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 resulted from the addition of beds to our existing facilities and ongoing demand for our services.

Previous wording

Salaries, wages and benefits. Salaries, wages and benefits (“SWB”) expense was $467.0 million for the three months ended March 31, 2026 compared to $445.3 million for the three months ended March 31, 2025, an increase of $21.7 million. SWB expense included $8.0 million and $8.7 million of equity-based compensation expense for the three months ended March 31, 2026 and 2025, respectively. Excluding equity-based compensation expense, SWB expense was $459.0 million, or 55.4% of revenue, for the three months ended March 31, 2026, compared to $436.6 million, or 56.7% of revenue, for the three months ended March 31, 2025. Same facility SWB expense was $411.0 million for the three months ended March 31, 2026, or 50.5% of revenue, compared to $396.5 million for the three months ended March 31, 2025, or 52.3% of revenue.

Current wording

Salaries, wages and benefits. Salaries, wages and benefits (“SWB”) expense was $474.1 million for the three months ended June 30, 2026 compared to $452.4 million for the three months ended June 30, 2025, an increase of $21.7 million. SWB expense included $11.0 million and $10.5 million of equity-based compensation expense for the three months ended June 30, 2026 and 2025, respectively. Excluding equity-based compensation expense, SWB expense was $463.1 million, or 53.5% of revenue, for the three months ended June 30, 2026, compared to $441.9 million, or 50.8% of revenue, for the three months ended June 30, 2025. Same facility SWB expense was $421.2 million for the three months ended June 30, 2026, or 49.2% of revenue, compared to $403.4 million for the three months ended June 30, 2025, or 47.1% of revenue.

Previous wording

Professional fees. Professional fees were $53.2 million for the three months ended March 31, 2026, or 6.4% of revenue, compared to $45.7 million for the three months ended March 31, 2025, or 5.9% of revenue. Same facility professional fees were $44.9 million for the three months ended March 31, 2026, or 5.5% of revenue, compared to $40.2 million for the three months ended March 31, 2025, or 5.3% of revenue.

Current wording

Professional fees. Professional fees were $55.8 million for the three months ended June 30, 2026, or 6.4% of revenue, compared to $50.0 million for the three months ended June 30, 2025, or 5.7% of revenue. Same facility professional fees were $48.2 million for the three months ended June 30, 2026, or 5.6% of revenue, compared to $43.8 million for the three months ended June 30, 2025, or 5.1% of revenue.

Previous wording

Supplies. Supplies expense was $29.5 million for the three months ended March 31, 2026, or 3.6% of revenue, compared to $28.3 million for the three months ended March 31, 2025, or 3.7% of revenue. Same facility supplies expense was $28.5 million for the three months ended March 31, 2026, or 3.5% of revenue, compared to $27.6 million for the three months ended March 31, 2025, or 3.6% of revenue.

Current wording

Supplies. Supplies expense was $30.2 million for the three months ended June 30, 2026, or 3.5% of revenue, compared to $28.5 million for the three months ended June 30, 2025, or 3.3% of revenue. Same facility supplies expense was $29.5 million for the three months ended June 30, 2026, or 3.4% of revenue, compared to $27.9 million for the three months ended June 30, 2025, or 3.3% of revenue.

Previous wording

Rents and leases. Rents and leases were $11.7 million for the three months ended March 31, 2026, or 1.4% of revenue, compared to $11.7 million for the three months ended March 31, 2025, or 1.5% of revenue. Same facility rents and leases were $10.0 million for the three months ended March 31, 2026, or 1.2% of revenue, compared to $10.3 million for the three months ended March 31, 2025, or 1.4% of revenue.

Current wording

Rents and leases. Rents and leases were $11.8 million for the three months ended June 30, 2026, or 1.4% of revenue, compared to $12.6 million for the three months ended June 30, 2025, or 1.5% of revenue. Same facility rents and leases were $10.2 million for the three months ended June 30, 2026, or 1.2% of revenue, compared to $11.2 million for the three months ended June 30, 2025, or 1.3% of revenue.

Previous wording

Other operating expenses. Other operating expenses consisted primarily of purchased services, utilities, insurance, provider taxes, travel and repairs and maintenance expenses. Other operating expenses were $131.1 million for the three months ended March 31, 2026, or 15.8% of revenue, compared to $114.0 million for the three months ended March 31, 2025, or 14.8% of revenue. Same facility other operating expenses were $120.0 million for the three months ended March 31, 2026, or 14.7% of revenue, compared to $105.3 million for the three months ended March 31, 2025, or 13.9% of revenue.

Current wording

Other operating expenses. Other operating expenses consisted primarily of purchased services, utilities, insurance, provider taxes, travel and repairs and maintenance expenses. Other operating expenses were $155.7 million for the three months ended June 30, 2026, or 18.0% of revenue, compared to $134.4 million for the three months ended June 30, 2025, or 15.5% of revenue. Same facility other operating expenses were $146.3 million for the three months ended June 30, 2026, or 17.1% of revenue, compared to $124.9 million for the three months ended June 30, 2025, or 14.6% of revenue. Other operating expenses for three months ended June 30, 2026 includes an unfavorable adjustment of $28.6 million to our estimated liability for self-insured professional and general liability claims relating to the settlement or expected settlement of certain prior year claims.

Previous wording

Depreciation and amortization. Depreciation and amortization expense was $52.4 million for the three months ended March 31, 2026, or 6.3% of revenue, compared to $47.0 million for the three months ended March 31, 2025, or 6.1% of revenue. The increase in depreciation and amortization was primarily due to the opening of new facilities and expansion of existing facilities.

Current wording

Depreciation and amortization. Depreciation and amortization expense was $50.4 million for the three months ended June 30, 2026, or 5.8% of revenue, compared to $49.0 million for the three months ended June 30, 2025, or 5.6% of revenue.

Previous wording

Interest expense. Interest expense was $38.3 million for the three months ended March 31, 2026 compared to $29.2 million for the three months ended March 31, 2025. The increase in interest expense was primarily the result of increased borrowings.

Current wording

Interest expense. Interest expense was $38.2 million for the three months ended June 30, 2026 compared to $35.1 million for the three months ended June 30, 2025. The increase in interest expense was primarily the result of increased borrowings.

Previous wording

Gain on sale of property, net. Gain on sale of property was $1.2 million for the three months ended March 31, 2026 related to the sale of several closed properties.

Current wording

Gain on sale of property, net. During the three months ended June 30, 2026, we recorded a $2.4 million gain on property sale related to the sale of several closed properties. During the three months ended June 30, 2025, we recorded an $8.7 million gain on property sale related to the sale of a facility.

Previous wording

Transaction, legal and other costs. Transaction, legal and other costs were $22.0 million for the three months ended March 31, 2026, compared to $31.1 million for the three months ended March 31, 2025. Transaction, legal and other costs represent legal, accounting, government investigation, termination, restructuring, management transition, acquisition and other similar costs incurred in the respective period, as summarized below (in thousands).

Current wording

Transaction, legal and other costs. Transaction, legal and other costs were $22.6 million for the three months ended June 30, 2026, compared to $64.4 million for the three months ended June 30, 2025. Transaction, legal and other costs represent legal, accounting, government investigation, termination, restructuring, management transition, acquisition and other similar costs incurred in the respective period, as summarized below (in thousands).

Previous wording

Provision for income taxes. For the three months ended March 31, 2026, the provision for income taxes was $6.5 million, reflecting an effective tax rate of 59.3%, compared to $4.4 million, reflecting an effective tax rate of 32.7%, for the three months ended March 31, 2025. The increase in the effective tax rate for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributable to an increase in nondeductible executive compensation and an increase in valuation allowances against certain state deferred tax assets in the current year.

Current wording

Provision for income taxes. For the three months ended June 30, 2026, the provision for income taxes was $9.7 million, reflecting an effective tax rate of 44.3%, compared to $12.1 million, reflecting an effective tax rate of 24.1%, for the three months ended June 30, 2025. The increase in the effective tax rate for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily attributable to an increase in nondeductible legal settlements and an increase in valuation allowances against certain state deferred tax assets in the current year.

Previous wording

Debt extinguishment costs. Debt extinguishment costs were $1.3 million for the three months ended March 31, 2025 related to the refinancing of the Prior Credit Facility.

Current wording

Debt extinguishment costs. Debt extinguishment costs were $1.3 million for the six months ended June 30, 2025 related to the refinancing of the Prior Credit Facility.

Previous wording

Legal settlements expense. Legal settlements expense was $13.8 million for the three months ended March 31, 2026 related to costs associated with the Sandoval Litigation. Legal settlements expense was $3.5 million for the three months ended March 31, 2025 related to costs associated with the Desert Hills Litigation.

Current wording

Legal settlements expense. Legal settlements expense was $13.8 million for the six months ended June 30, 2026 related to costs associated with the Sandoval Litigation. Legal settlements expense was $3.5 million for the six months ended June 30, 2025 related to costs associated with the Desert Hills Litigation.

Previous wording

Government investigations include legal fees and settlement costs related to certain litigation, including the matters referenced in Note 8 — Commitments and Contingencies in the accompanying notes to our condensed consolidated financial statements. Termination and restructuring costs include costs, net of gains, incurred related to workforce reductions, contract amendments, and the closure and disposition of certain facilities, including related lease terminations. Management transition costs during the three months ended March 31, 2026, consist primarily of severance benefits incurred with the departure of the Company’s former Chief Executive Officer, Christopher H. Hunter. Legal, accounting and other acquisition-related costs include costs incurred for the development of new facilities ($0.2 million and $0.9 million for the three months ended March 31, 2026 and 2025, respectively) and legal and settlement costs incurred related to certain litigation not included in government investigations ($0.5 million and $(3.0) million for the three months ended March 31, 2026 and 2025, respectively).

Current wording

Government investigations include legal fees and settlement costs related to certain litigation, including the matters referenced in Note 8 – Commitments and Contingencies in the accompanying notes to our condensed consolidated financial statements. Termination and restructuring costs include costs, net of gains, incurred related to workforce reductions, contract amendments, and the closure and disposition of certain facilities, including related lease terminations. Legal, accounting and other acquisition-related costs include costs incurred for the development of new facilities ($0.3 million and $1.3 million for six months ended June 30, 2026 and 2025, respectively); and legal and settlement costs incurred related to certain litigation not included in government investigations ($9.7 million and $(2.6) million for the six months ended June 30, 2026 and 2025, respectively). Management transition costs during the six months ended June 30, 2026, consist primarily of severance benefits incurred with the departure of the Company’s former Chief Executive Officer, Christopher H. Hunter.

Previous wording

The following table presents revenue by payor type and as a percentage of revenue for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Current wording

The table below presents revenue by payor type and as a percentage of revenue (dollars in thousands) and includes an immaterial revision of amounts for the three months ended June 30, 2025, and the six months ended June 30, 2026 and 2025, to correct the classification of certain revenue among payors.

Previous wording

Cash provided by operating activities for the three months ended March 31, 2026 was $61.5 million compared to $11.5 million for the three months ended March 31, 2025. The increase in operating cash flows for the three months ended March 31, 2026 was primarily related to collection of the insurance proceeds for the 2019 Securities Litigation and an increase in funds received from certain state supplemental payment programs, offset by unfavorable changes in working capital and other liabilities. Days sales outstanding at March 31, 2026 was 51 days compared to 49 days at December 31, 2025 due primarily to new facilities that continue to ramp up during the start-up period, as well as identifiable payor delays with targeted actions underway to accelerate collections.

Current wording

Cash provided by operating activities for the six months ended June 30, 2026 was $223.6 million compared to $145.0 million for the six months ended June 30, 2025. The increase in operating cash flows for the six months ended June 30, 2026 was primarily related to collection of the insurance proceeds for the 2019 Securities Litigation, an increase in funds received from certain state supplemental payment programs and favorable changes in working capital and other liabilities. Days sales outstanding were 49 days at both June 30, 2026 and December 31, 2025.

Previous wording

Cash used in investing activities for the three months ended March 31, 2026 was $60.2 million compared to $183.2 million for the three months ended March 31, 2025. Cash used in investing activities for the three months ended March 31, 2026 primarily consisted of $76.6 million of cash paid for capital expenditures, offset by $16.4 million of proceeds from sale of property and equipment. Cash paid for capital expenditures for the three months ended March 31, 2026 was $76.6 million, consisting of routine or maintenance capital expenditures of $25.1 million and expansion capital expenditures of $51.5 million. We define expansion capital expenditures as those that increase the capacity of our facilities or otherwise enhance revenue. Routine or maintenance capital expenditures, including information technology capital expenditures, were approximately 3% of revenue for the three months ended March 31, 2026. Cash used in investing activities for the three months ended March 31, 2025 primarily consisted of $174.6 million of cash paid for capital expenditures and $8.6 million of cash paid for acquisitions. Cash paid for capital expenditures for the three months ended March 31, 2025 was $174.6 million, consisting of routine or maintenance capital expenditures of $22.2 million and expansion capital expenditures of $152.4 million.

Current wording

Cash used in investing activities for the six months ended June 30, 2026 was $92.9 million compared to $334.0 million for the six months ended June 30, 2025. Cash used in investing activities for the six months ended June 30, 2026 primarily consisted of $115.1 million of cash paid for capital expenditures and $4.3 million of other, offset by $26.5 million of proceeds from the sale of property and equipment. Cash paid for capital expenditures for the six months ended June 30, 2026 was $115.1 million, consisting of routine or maintenance capital expenditures of $34.9 million and expansion capital expenditures of $80.2 million. We define expansion capital expenditures as those that increase the capacity of our facilities or otherwise enhance revenue. Routine or maintenance capital expenditures, including information technology capital expenditures, were approximately 2% of revenue for the six months ended June 30, 2026. Cash used in investing activities for the six months ended June 30, 2025 primarily consisted of $342.4 million of cash paid for capital expenditures, $8.2 million of cash paid for acquisitions and $0.1 million of other, offset by $16.6 million of proceeds from sales of property and equipment. Cash paid for capital expenditures for the six months ended June 30, 2025 was $342.4 million, consisting of routine or maintenance capital expenditures of $51.2 million and expansion capital expenditures of $291.2 million.

Previous wording

Cash provided by financing activities for the three months ended March 31, 2026 was $23.9 million compared to $186.7 million for the three months ended March 31, 2025. Cash provided by financing activities for the three months ended March 31, 2026 consisted of borrowings on revolving credit facility of $85.0 million and contributions from noncontrolling partners in joint ventures of $0.7 million, offset by principal payments on revolving credit facility of $55.0 million, principal payments on long-term debt of $4.1 million and repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises, of $2.7 million. Cash provided by financing activities for the three months ended March 31, 2025 consisted of borrowings on long-term debt of $1,200.0 million and borrowings on revolving credit facility of $760.0 million, offset by principal payments on revolving credit facility of $1,035.0 million, repayment of long term debt of $670.9 million, payment of debt issuance costs of $18.6 million, repurchase of common stock of $46.9 million and repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises, of $1.9 million.

Current wording

Cash used in financing activities for the six months ended June 30, 2026 was $92.7 million compared to cash provided by financing activities of $244.2 million for the six months ended June 30, 2025. Cash used in financing activities for the six months ended June 30, 2026 consisted of principal payments on revolving credit facility of $160.0 million, principal payments on long-term debt of $12.2 million, repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises, of $3.8 million, distributions to noncontrolling partners in joint ventures of $2.6 million and $0.1 million of other, offset by borrowings on revolving credit facility of $85.0 million and contributions from noncontrolling partners in joint ventures of $1.0 million. Cash provided by financing activities for the six months ended June 30, 2025 consisted of borrowings on long-term debt of $1,200.0 million and borrowings on revolving credit facility of $830.0 million, offset by principal payments on revolving credit facility of $1,035.0 million, repayment of long-term debt of $670.9 million, repurchase of common stock of $50.0 million, payment of debt issuance costs of $18.6 million, principal payments on long-term debt of $4.1 million, repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises, of $3.7 million, distributions to noncontrolling partners in joint ventures of $2.0 million, cash paid for contingent consideration of $1.5 million and $0.1 million of other.

Previous wording

We had total available cash and cash equivalents of $158.5 million and $133.2 million at March 31, 2026 and December 31, 2025, respectively, of which approximately $9.6 million and $8.0 million was held by our foreign subsidiaries, respectively. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S.

Current wording

We had total available cash and cash equivalents of $171.3 million and $133.2 million at June 30, 2026 and December 31, 2025, respectively, of which approximately $12.4 million and $8.0 million was held by our foreign subsidiaries, respectively. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S.

Previous wording

On February 28, 2025, we entered into the Credit Agreement, which provides for the $1.0 billion Revolving Facility (including a $50.0 million sublimit for the issuance of letters of credit and a $50.0 million swingline subfacility) and the $650.0 million Term Loan Facility, each maturing on February 28, 2030.

Current wording

On the Credit Facility Closing Date, we entered into the Credit Agreement, which provides for the $1.0 billion Revolving Facility (including a $50.0 million sublimit for the issuance of letters of credit and a $50.0 million swingline subfacility) and the $650.0 million Term Loan Facility, each maturing on February 28, 2030.

Previous wording

Borrowings under the Credit Agreement bear interest at a floating rate equal to, at our option, either (i) a SOFR-based rate plus a margin ranging from 1.375% to 2.250% or (ii) a base rate plus a margin ranging from 0.375% to 1.250%, in each case, depending on our Consolidated Total Net Leverage Ratio. In addition, an unused fee that varies according to our Consolidated Total Net Leverage Ratio ranging from 0.200% to 0.350% is payable quarterly in arrears based on the average daily undrawn portion of the commitments in respect of the Revolving Facility. The Term Loan Facility requires quarterly principal repayments of $8.1 million from June 30, 2026 to March 31, 2028, $12.2 million from June 30, 2028 to March 31, 2029 and $16.3 million from June 30, 2029 to December 31, 2029, with the remaining outstanding principal balance of the Term Loan Facility due on the maturity date of February 28, 2030.

Current wording

Borrowings under the Credit Agreement bear interest at a floating rate equal to, at our option, either (i) a SOFR-based rate plus a margin ranging from 1.375% to 2.250% or (ii) a base rate plus a margin ranging from 0.375% to 1.250%, in each case, depending on our Consolidated Total Net Leverage Ratio. In addition, an unused fee that varies according to our Consolidated Total Net Leverage Ratio ranging from 0.200% to 0.350% is payable quarterly in arrears based on the average daily undrawn portion of the commitments in respect of the Revolving Facility. The Term Loan Facility requires quarterly principal repayments of $8.1 million through March 31, 2028, $12.2 million from June 30, 2028 to March 31, 2029 and $16.3 million from June 30, 2029 to December 31, 2029, with the remaining outstanding principal balance of the Term Loan Facility due on the maturity date of February 28, 2030.

Previous wording

The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including limitations on the ability of us and our subsidiaries to: (i) incur debt; (ii) permit additional liens; (iii) make investments and acquisitions; (iv) merge or consolidate with others; (v) dispose of assets; (vi) pay dividends and distributions; (vii) pay junior indebtedness; and (viii) enter into affiliate transactions, in each case, subject to customary exceptions. In addition, the Credit Agreement contains financial covenants requiring us to maintain, on a consolidated basis as of the last day of each quarterly period, a Consolidated Total Net Leverage Ratio of not more than 5.0 to 1.0 (which may be increased in connection with a material acquisition to 5.5 to 1.0 for a four quarter period up to three times during the term of the Credit Agreement) and a Consolidated Interest Coverage Ratio of at least 3.0 to 1.0. The Credit Agreement also includes events of default customary for facilities of this type and upon the occurrence of such events of default, among other things, all outstanding loans under the Credit Agreement may be accelerated, lenders commitments terminated, and/or lenders may exercise collateral remedies. At March 31, 2026, our Consolidated Total Net Leverage Ratio was 3.9x, and we were in compliance with all financial covenants. Consolidated Total Net Leverage Ratio is being reported as calculated under the Credit Agreement and not pursuant to GAAP. Investors should refer to the agreements governing the Credit Agreement attached as exhibits to our periodic reports for further information related to the calculation thereof and should not consider Consolidated Total Net Leverage Ratio as an alternative for any measures derived in accordance with GAAP. For risks related to our indebtedness and compliance with these covenants, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including limitations on the ability of us and our subsidiaries to: (i) incur debt; (ii) permit additional liens; (iii) make investments and acquisitions; (iv) merge or consolidate with others; (v) dispose of assets; (vi) pay dividends and distributions; (vii) pay junior indebtedness; and (viii) enter into affiliate transactions, in each case, subject to customary exceptions. In addition, the Credit Agreement contains financial covenants requiring us to maintain, on a consolidated basis as of the last day of each quarterly period, a Consolidated Total Net Leverage Ratio of not more than 5.0 to 1.0 (which may be increased in connection with a material acquisition to 5.5 to 1.0 for a four quarter period up to three times during the term of the Credit Agreement) and a Consolidated Interest Coverage Ratio of at least 3.0 to 1.0. The Credit Agreement also includes events of default customary for facilities of this type and upon the occurrence of such events of default, among other things, all outstanding loans under the Credit Agreement may be accelerated, lenders commitments terminated, and/or lenders may exercise collateral remedies. At June 30, 2026, our Consolidated Total Net Leverage Ratio was 4.1x, and we were in compliance with all financial covenants. Consolidated Total Net Leverage Ratio is being reported as calculated under the Credit Agreement and not pursuant to GAAP. Investors should refer to the agreements governing the Credit Agreement attached as exhibits to our periodic reports for further information related to the calculation thereof and should not consider Consolidated Total Net Leverage Ratio as an alternative for any measures derived in accordance with GAAP. For risks related to our indebtedness and compliance with these covenants, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

During the three months ended March 31, 2026, we borrowed $85.0 million on the Revolving Facility and repaid $55.0 million of the balance outstanding.

Current wording

During the six months ended June 30, 2026, we borrowed $85.0 million on the Revolving Facility and repaid $160.0 million of the balance outstanding.

Previous wording

At March 31, 2026, we had $564.8 million of availability under the Revolving Facility and had standby letters of credit outstanding of $1.2 million related to security for multiple development projects.

Current wording

At June 30, 2026, we had $669.8 million of availability under the Revolving Facility and had standby letters of credit outstanding of $1.2 million related to security for multiple development projects.

Previous wording

For the three months ended March 31, 2025, we borrowed $115.0 million on the Prior Revolving Facility and repaid $485.0 million of the balance outstanding prior to February 28, 2025, when the Prior Credit Facility was refinanced in connection with entering into the Credit Facility.

Current wording

During the six months ended June 30, 2025, we borrowed $115.0 million on the Prior Revolving Facility and repaid $485.0 million of the balance outstanding prior to February 28, 2025, when the Prior Credit Facility was refinanced in connection with entering into the Credit Facility.

Previous wording

The Senior Notes issued by us are guaranteed by each of our subsidiaries that guarantee our obligations under the Credit Facility. The guarantees are full and unconditional and joint and several.

Current wording

The Senior Notes issued by us are guaranteed by each of our subsidiaries that guarantee our obligations under the Credit Agreement. The guarantees are full and unconditional and joint and several.

Previous wording

We conduct all of our business through our subsidiaries. The Senior Notes are jointly and severally guaranteed on an unsecured senior basis by all of our subsidiaries that guarantee our obligations under the Credit Facility. The summarized financial information presented below is consistent with our condensed consolidated financial statements, except transactions between combining entities have been eliminated. Financial information for our combined non-guarantor entities has been excluded pursuant to SEC Regulation S-X Rule 13-01. Presented below is condensed financial information for our combined wholly-owned subsidiary guarantors at March 31, 2026 and December 31, 2025, and for the three months ended March 31, 2026. The information presented below as of December 31, 2025 has been revised to correct an immaterial error included in the Supplemental Guarantor Financial Information in Part I, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

We conduct all of our business through our subsidiaries. The Senior Notes are jointly and severally guaranteed on an unsecured senior basis by all of our subsidiaries that guarantee our obligations under the Credit Facility. The summarized financial information presented below is consistent with our condensed consolidated financial statements, except transactions between combining entities have been eliminated. Financial information for our combined non-guarantor entities has been excluded pursuant to SEC Regulation S-X Rule 13-01. Presented below is condensed financial information for our combined wholly-owned subsidiary guarantors at June 30, 2026 and December 31, 2025, and for the six months ended June 30, 2026. The information presented below as of December 31, 2025 has been revised to correct an immaterial error included in the Supplemental Guarantor Financial Information in Part I, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.