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What changed in ACACIA RESEARCH CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ACACIA RESEARCH CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+388 added−395 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-17)

Top changes in ACACIA RESEARCH CORP's 2025 10-K

388 paragraphs added · 395 removed · 302 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

55 edited+5 added−6 removed164 unchanged
Biggest changeIn January 2025, however, President Trump signed a series of executive orders that call upon the EPA to submit a report on the continuing applicability of its endangerment finding for GHGs under the Clean Air Act, directed federal executive departments and agencies to initiate a regulatory freeze for certain rules that have not taken effect pending review by the newly appointed agency head, directed federal agencies to identify and exercise emergency authority to facilitate conventional energy production, transportation, and refining, and mandated a review of existing regulations that may burden domestic energy development.
Biggest changeThe Trump Administration has directed federal agencies to identify and exercise emergency authority to facilitate conventional energy production, transportation, and refining, and mandated a review of existing regulations that may burden domestic energy development.
Our Energy Operations Business faces intense competition in identifying, evaluating, and executing attractive oil and gas asset acquisitions from other entities with similar business objectives, including major and independent oil and natural gas companies and private equity groups.
Our Energy Operations Business faces intense competition in identifying, evaluating, and executing attractive oil and natural gas asset acquisitions from other entities with similar business objectives, including major and independent oil and natural gas companies and private equity groups.
We can provide no assurance that we will not incur significant costs and liabilities. Also, it is possible that other developments, such as stricter environmental laws and regulations and claims for damages to property or persons resulting from oil and natural gas production could result in substantial costs and liabilities to us. 14 Table of Contents Solid and Hazardous Waste.
We can provide no assurance that we will not incur significant costs and liabilities. 14 Table of Contents Also, it is possible that other developments, such as stricter environmental laws and regulations and claims for damages to property or persons resulting from oil and natural gas production could result in substantial costs and liabilities to us. Solid and Hazardous Waste.
In 2024, the EPA published final rules imposing new, stricter requirements for methane monitoring, reporting, and emissions control at certain oil and natural gas facilities, as well as a final rule implementing a charge on large emitters of waste methane from the oil and gas sector.
In 2024, the EPA published final rules imposing new, stricter requirements for methane monitoring, reporting, and emissions control at certain oil and natural gas facilities, as well as a final rule implementing a charge on large emitters of waste methane from the oil and natural gas sector.
Any future laws or regulations that limit emissions of GHGs from our equipment and operations could require us to both develop and implement new practices aimed at reducing GHG emissions, such as emissions control technologies, which could increase our operating costs and could adversely affect demand for the oil and gas that we produce.
Any future laws or regulations that limit emissions of GHGs from our equipment and operations could require us to both develop and implement new practices aimed at reducing GHG emissions, such as emissions control technologies, which could increase our operating costs and could adversely affect demand for the oil and natural gas that we produce.
Fish and Wildlife Service (the “FWS”) may designate critical habitat and suitable habitat areas it believes are necessary for survival of a threatened or endangered species. A critical habitat or suitable habitat designation could result in further material restrictions to federal land use and may materially delay or prohibit land access for oil and gas development.
Fish and Wildlife Service (the “FWS”) may designate critical habitat and suitable habitat areas it believes are necessary for survival of a threatened or endangered species. A critical habitat or suitable habitat designation could result in further material restrictions to federal land use and may materially delay or prohibit land access for oil and natural gas development.
These include the regulation of the size of drilling and spacing units or proration units, the density of wells that may be drilled and the unitization or pooling of oil and gas properties. Some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases.
These include the regulation of the size of drilling and spacing units or proration units, the density of wells that may be drilled and the unitization or pooling of oil and natural gas properties. Some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases.
Subsurface placement of fluids (including disposal wells or enhanced oil recovery) is governed by federal or state regulatory authorities that, in some cases, includes the state’s oil and gas regulatory authority or the state’s environmental authority. These regulations may increase the costs of compliance for some facilities. Hydraulic Fracturing.
Subsurface placement of fluids (including disposal wells or enhanced oil recovery) is governed by federal or state regulatory authorities that, in some cases, includes the state’s oil and natural gas regulatory authority and/or the state’s environmental authority. These regulations may increase the costs of compliance for some facilities. Hydraulic Fracturing.
Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and gas assets at attractive valuations. Benchmark’s current position is concentrated in the Anadarko Basin region of Western Oklahoma and the Texas panhandle.
Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and natural gas assets at attractive valuations. Benchmark’s current position is concentrated in the Anadarko Basin region of Western Oklahoma and the Texas panhandle.
The EPA has also adopted rules requiring the monitoring and reporting of GHG emissions from specified sources in the U.S., including, among others, certain oil and gas production facilities on an annual basis, which includes certain of our operations.
The EPA has also adopted rules requiring the monitoring and reporting of GHG emissions from specified sources in the U.S., including, among others, certain oil and natural gas production facilities on an annual basis, which includes certain of our operations.
Following closing of the Revolution Transaction, the Company’s interest in Benchmark is approximately 73.5%. Development In connection with our investment in Benchmark in November 2023 and Benchmark’s subsequent acquisition of the Revolutions assets in 2024, we commenced an evaluation of the development potential of Benchmark’s undrilled assets.
Following closing of the Revolution Transaction, the Company’s interest in Benchmark is approximately 73.5%. Development In connection with our investment in Benchmark in November 2023 and Benchmark’s subsequent acquisition of the Revolution assets in 2024, we commenced an evaluation of the development potential of Benchmark’s undrilled assets.
The regulatory burden on the oil and gas industry often increases the cost of doing business and, consequently, affects our profitability. These laws and regulations, however, do not affect us differently than others in the industry.
The regulatory burden on the oil and natural gas industry often increases the cost of doing business and, consequently, affects our profitability. These laws and regulations, however, do not affect us differently than others in the industry.
Through the end of December 31, 2024, we have received proceeds of $564.1 million as we monetized the Life Sciences portfolio. We retained an investment in the Life Sciences Portfolio consisting of public and private securities valued at $25.7 million at December 31, 2024.
Through the end of December 31, 2025, we have received proceeds of $564.1 million as we monetized the Life Sciences portfolio. We retained an investment in the Life Sciences Portfolio consisting of public and private securities valued at $25.7 million at December 31, 2025.
On January 19, 2024, we completed the sale of our 33,023,210 shares of Arix Bioscience PLC (“Arix”) to RTW Biotech Opportunities Operating Ltd, a subsidiary of RTW Biotech Opportunities Ltd, for $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP).
On January 19, 2024, we completed the sale of our 33,023,210 shares of Arix Bioscience PLC (“Arix”) to RTW Biotech Opportunities Operating 11 Table of Contents Ltd, a subsidiary of RTW Biotech Opportunities Ltd, for $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP).
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information about our Energy Operations. 10 Table of Contents Industrial Operations Business In October 2021, we acquired Printronix Holding Corp. (“Printronix”). Printronix is a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information about our Energy Operations. Industrial Operations Business In October 2021, we acquired Printronix Holding Corp. (“Printronix”). Printronix is a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services.
To the extent financial markets view climate change and GHG emissions as a financial risk, this could negatively impact our cost of, and access to, capital. Future implementation or adoption of legislation or regulations adopted to address climate change could also make our products more or less desirable than competing sources of energy.
To the extent financial markets view climate change and GHG emissions as a financial risk, this could negatively impact our cost of, and access to, capital. Future implementation or adoption of legislation or regulations adopted to address climate change 17 Table of Contents could also make our products more or less desirable than competing sources of energy.
Due to concerns raised relating to potential impacts of hydraulic fracturing on groundwater quality, legislative and regulatory efforts at the U.S. federal, state and local levels have been initiated to render permitting and compliance requirements more stringent for hydraulic fracturing or to restrict or prohibit the activity altogether.
Due to concerns raised relating to potential impacts of hydraulic fracturing on groundwater quality, legislative and regulatory efforts at the U.S. federal, state and local levels have been considered or implemented to render permitting and compliance requirements more stringent for hydraulic fracturing or to restrict or prohibit the activity altogether.
The Occupational Safety and Health Act hazard communication standard, the EPA community right‑to‑know regulations under the Title III of CERCLA and similar state laws require that we organize and disclose information about hazardous materials 17 Table of Contents used or produced in our operations.
The Occupational Safety and Health Act hazard communication standard, the EPA community right‑to‑know regulations under the Title III of CERCLA and similar state laws require that we organize and disclose information about hazardous materials used or produced in our operations.
Congress or the various state legislatures and what effect, if any, such proposals might have on us. Further, we cannot predict whether the recent trend 13 Table of Contents toward federal deregulation of the natural gas industry will continue or what effect future policies will have on our sale of gas.
Congress or the various state legislatures and what effect, if any, such proposals might have on us. Further, we cannot predict whether the recent trend toward federal deregulation of the natural gas industry will continue or what effect future policies will have on our sale of gas.
We focus on identifying, pursuing, and acquiring businesses where we are uniquely positioned to deploy our differentiated strategy, people and processes to generate and compound shareholder value. We have a wide range of transactional and operational capabilities to realize the intrinsic value of the businesses that we acquire.
We focus on identifying, pursuing, and acquiring businesses where we are uniquely positioned to deploy our differentiated strategy, people and processes to generate and compound shareholder value. We have a wide range of transactional and operational capabilities to realize the intrinsic value of the businesses that 4 Table of Contents we acquire.
See “ Risk Factors—Risks Related to our Operations—Currently, our Energy Operations Business is concentrated in the Anadarko basin, making it vulnerable to risks associated with operating in a limited number of geographic areas. ” Refer to Item 2. “Properties” and Item 7.
See “ Risk Factors— 10 Table of Contents Risks Related to our Operations—Currently, our Energy Operations Business is concentrated in the Anadarko basin, making it vulnerable to risks associated with operating in a limited number of geographic areas. ” Refer to Item 2. “Properties” and Item 7.
The Trump Administration has issued a series of executive orders that signal a shift in the United States’ energy and climate change policies from the prior administration. Future administrations may, however, pursue executive orders similar to, or more restrictive than, current and prior administrations.
The Trump Administration has issued a series of executive orders and taken measures that signal a shift in the United States’ energy and climate change policies from the prior administration. Future administrations may, however, pursue executive orders similar to, or more restrictive than prior administrations.
Following the completion of the share sale, we no longer own any shares of Arix. Additionally, some of the businesses in which we continue to hold an interest generate income through the receipt of 11 Table of Contents royalties and milestone payments.
Following the completion of the share sale, we no longer own any shares of Arix. Additionally, some of the businesses in which we continue to hold an interest generate income through the receipt of royalties and milestone payments.
We cannot predict what new or different regulations the FERC and other regulatory agencies may adopt, or what effect subsequent regulations may have on our activities. Similarly, we cannot predict what proposals, if any, that affect the oil and natural gas industry might actually be enacted by the U.S.
We cannot predict what new or different regulations the FERC and other regulatory agencies may 13 Table of Contents adopt, or what effect subsequent regulations may have on our activities. Similarly, we cannot predict what proposals, if any, that affect the oil and natural gas industry might actually be enacted by the U.S.
Starboard provides ready access to its extensive network of industry executives and, as part of our relationship, Starboard has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate acquisition opportunities.
Starboard has provided, and we expect will continue to provide, ready access to its extensive network of industry executives and, as part of our relationship, Starboard has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate acquisition opportunities.
Our ideal transactions include the acquisition of public or private companies, the acquisition of divisions of 4 Table of Contents other companies, or structured transactions that can result in the recapitalization or restructuring of the ownership of a business to enhance value.
Our ideal transactions include the acquisition of public or private companies, the acquisition of divisions of other companies, or structured transactions that can result in the recapitalization or restructuring of the ownership of a business to enhance value.
This study and other studies that may be undertaken by the EPA or other federal agencies could spur initiatives to further regulate hydraulic fracturing under the Safe Drinking Water Act, the Toxic Substances Control Act, or other statutory and regulatory mechanisms.
This study and other studies that 16 Table of Contents may be undertaken by the EPA or other federal agencies could spur initiatives to further regulate hydraulic fracturing under the Safe Drinking Water Act, the Toxic Substances Control Act, or other statutory and regulatory mechanisms.
Chief Executive Officer Jason Soncini General Counsel Robert Rasamny Chief Administrative Officer Kirsten Hoover Interim Chief Financial Officer Information About our Directors Name Position Gavin Molinelli Senior Partner and Co-Portfolio Manager of Starboard Value LP Martin (“MJ”) D. McNulty, Jr. Chief Executive Officer of the Company Isaac T.
Chief Executive Officer Jason Soncini General Counsel Robert Rasamny Chief Administrative Officer Michael Zambito Chief Financial Officer Information About our Directors Name Position Gavin Molinelli Senior Partner and Co-Portfolio Manager of Starboard Value LP Martin (“MJ”) D. McNulty, Jr. Chief Executive Officer of the Company Isaac T.
Our Operations Intellectual Property Operations - Patent Licensing, Enforcement and Technologies Business We invest in intellectual property (“IP”) and engage in the licensing and enforcement of patented technologies, in each case through our wholly-owned subsidiary Acacia Research Group LLC and its wholly owned subsidiaries.
Our Operations Intellectual Property Operations - Patent Licensing, Enforcement and Technologies Business We invest in intellectual property (“IP”) and engage in the licensing and enforcement of patented technologies, in each case through our wholly-owned subsidiary Acacia Research Group LLC and its wholly owned subsidiaries (our “Intellectual Property Operations” or “Intellectual Property Business”).
The information on our website is not part of this Annual Report on Form 10-K and is not incorporated herein by reference. 18 Table of Contents
The information on our website is not part of this Annual Report on Form 10-K and is not incorporated herein by reference.
Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring and seeks to acquire predictable and shallow decline, cash-flowing oil and gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage.
Benchmark is run by an experienced management team and seeks to acquire predictable and shallow decline, cash-flowing oil and natural gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage.
Also, pursuant to the Occupational Safety and Health Act, the Occupational Safety and Health Administration (the “OSHA”) has established a variety of standards related to workplace exposure to hazardous substances and employee health and safety. Human Capital As of December 31, 2024, on a consolidated basis, we had 1,036 full-time employees and six contractors.
Also, pursuant to the Occupational Safety and Health Act, the Occupational Safety and Health Administration (the “OSHA”) has established a variety of standards related to workplace exposure to hazardous substances and employee health and safety. Human Capital As of December 31, 2025, on a consolidated basis, we had 986 full-time employees and 76 contractors.
State and federal laws applicable to oil and gas wastes and properties have become stricter over time.
State and federal laws applicable to remediation of oil and natural gas wastes and properties have become stricter over time.
We find unique situations, bring a flexible and creative approach to transacting, and relationships and expertise to drive continual improvement in operating performance. We approach transactions as business owners and operators rather than purely as financial investors and we believe it is our differentiator for creating long-term value for shareholders and partners.
We find unique situations, bring a flexible and creative approach to transacting, combining relationships and expertise to drive continual improvement in operating performance. We approach transactions as business owners and operators, rather than purely as financial investors. We believe this differentiates us in creating long-term value for shareholders and partners.
Production from Benchmark’s operated and non-operated wells during the year ended December 31, 2024 totaled 1,680 Mboe, or an average of 4.6 Mboe per day. Acquisitions On November 13, 2023, we invested $10.0 million to acquire a 50.4% equity interest in Benchmark.
Production from Benchmark’s operated and non-operated wells during the year ended December 31, 2025 totaled 2,081 Mboe, or an average of 5.7 Mboe per day. Acquisitions On November 13, 2023, we invested $10.0 million to acquire a 50.4% equity interest in Benchmark.
Existing environmental laws and regulations could be revised or reinterpreted, including by the Trump administration, which introduces further uncertainty as to our compliance obligations. The overturning of the Chevron doctrine on June 28, 2024 by the U.S.
Existing environmental laws and regulations may be revised or reinterpreted from time to time, which introduces further uncertainty as to our compliance obligations. The overturning of the Chevron doctrine on June 28, 2024 by the U.S.
The patents and patent rights acquired in 2021 and 2020 have estimated economic useful lives of approximately five years. We have established a proven track record of licensing and enforcement success with over 1,600 license agreements executed as of December 31, 2024, across nearly 200 patent portfolio licensing and enforcement programs.
The patents and patent rights acquired have estimated economic useful lives ranging from two to five years. We have established a proven track record of licensing and enforcement success with over 1,600 license agreements executed as of December 31, 2025, across nearly 200 patent portfolio licensing and enforcement programs.
As of December 31, 2024, Benchmark’s operated assets consisted of 551 gross (472 net) operated wells, and its non-operated assets consisted of an average working interest of 13% in 64 gross (8 net) productive wells including the assets acquired in the Revolution Transaction (as defined below).
As of December 31, 2025, Benchmark’s operated assets consisted of 554 gross (474 net) operated wells, and its non-operated assets consisted of an average working interest of 10% in 82 gross (8 net) productive wells including the assets acquired in the Revolution Transaction (as defined below).
As of December 31, 2024, we have generated gross licensing revenue of approximately $1.9 billion, and have returned $881.0 million to our patent partners. During the past five calendar years ending on December 31, 2024, we generated gross licensing revenue of approximately $234.0 million and returned approximately $91.2 million to our patent partners.
As of December 31, 2025, we have generated gross licensing revenue of approximately $1.9 billion, and have returned $898.2 million to our patent partners. During the past five calendar years ending on December 31, 2025, we generated gross licensing revenue of approximately $282.6 million and returned approximately $87.3 million to our patent partners.
Relationship with Starboard Value, LP Our strategic relationship with Starboard Value, LP (together with certain funds and accounts affiliated with, or managed by, Starboard Value LP, “Starboard”), the Company’s controlling shareholder, expands our sourcing and operating network and resources; and enhances our access to operating partners and industry experts with whom we evaluate potential acquisition opportunities, which enhances the oversight and value creation of our businesses.
Relationship with Starboard Value, LP Our strategic relationship with Starboard Value, LP (together with certain funds and accounts affiliated with, or managed by, Starboard Value LP, “Starboard”), the Company’s controlling shareholder, provides us access to industry expertise, and operating partners and industry experts to evaluate potential acquisition opportunities and enhance the oversight and value creation of such businesses once acquired.
Operations in areas where threatened or endangered species or their habitat are known to exist may require us to incur increased costs to implement mitigation or protective measures and also may restrict or preclude our drilling activities in those areas or during certain seasons, such as breeding and nesting seasons.
Operations in areas where threatened or endangered species or their habitat are known to exist may require us to incur increased costs to implement mitigation or protective measures and also may restrict or preclude our drilling activities in those areas or during certain seasons, such as breeding and nesting seasons. 15 Table of Contents New listing petitions continue to be filed with the FWS which could impact our Energy Operations Business.
As of December 31, 2024, our parent company had 13 full-time employees and one contractor, our Intellectual Property Operations Business had six full-time employees and two contractors; our Industrial Operations Business had 134 full-time employees and no contractors; our Energy Operations Business had 41 full-time employees and no contractors; and our Manufacturing Operations Business had 842 full-time employees and three contractors.
As of December 31, 2025, our parent company had 13 full-time employees and two contractors, our Intellectual Property Operations had seven full-time employees and one contractor; our Industrial Operations Business had 128 full-time employees and no contractors; our Energy Operations Business had 45 full-time employees and no contractors; and our Manufacturing Operations Business had 793 full-time employees and 73 contractors.
Certain of our Energy Operations Business oil and natural gas properties may be subject to certain imperfections in title, encumbrances, easements, servitudes or other restrictions, none of which, in management’s opinion, will in the aggregate materially restrict its operations.
Certain of our Energy Operations Business oil and natural gas properties may be subject to certain imperfections in title, encumbrances, easements, servitudes or other restrictions, none of which, in management’s opinion, will in the aggregate materially restrict its operations. 12 Table of Contents Regulation - Environment, Health and Safety Regulation of Oil and Natural Gas Exploration and Production Exploration and production operations are subject to various types of regulation at the federal, state and local levels.
Headquartered in Indianapolis, Indiana, Deflecto is a leading specialty manufacturer of essential products serving the commercial transportation, HVAC, and office markets. The Deflecto Transaction closed simultaneously with the execution of the Deflecto Stock Purchase Agreement on October 18, 2024.
Headquartered in Indianapolis, Indiana, Deflecto is a leading specialty manufacturer of essential products serving the commercial transportation, HVAC, and office markets.
The Oil Pollution Act of 1990 (the “OPA”) and implementing regulations impose a variety of obligations on responsible parties related to the prevention of oil spills and liability for damages resulting from such spills in waters of the U.S. The term “waters of the U.S.” has been broadly defined to include some inland water bodies, including wetlands and intermittent streams.
The Oil Pollution Act of 1990 (the “OPA”) and implementing regulations impose a variety of obligations on responsible parties related to the prevention of oil spills and liability for damages resulting from such spills into waters of the U.S.
Benchmark had not adopted a long-term development plan as of December 31, 2024 or 2023 and, in accordance with SEC rules, its undrilled assets could not be classified as having proved undeveloped reserves for such periods. As a result, Benchmark’s estimated net proved reserves at December 31, 2024 and 2023 consist entirely of proved developed reserves.
Benchmark had not adopted a long-term development plan as of December 31, 2024 and, in accordance with SEC rules, its unproved and unevaluated properties could not be classified as having proved undeveloped reserves as of such dates.
Under the terms and conditions of the Deflecto Stock Purchase Agreement, the aggregate consideration paid to the Deflecto Sellers in the Deflecto Transaction consisted of $103.7 million, subject to certain working capital, debt and other customary adjustments set forth in the Deflecto Stock Purchase Agreement (the “Deflecto Purchase Price”).
The aggregate consideration paid to the Deflecto Sellers in the Deflecto Transaction consisted of $103.7 million in cash, subject to certain working capital, debt and other customary adjustments set forth in the Deflecto Stock Purchase Agreement, which was funded with a combination of borrowings under a $48.0 million secured term loan (the “Deflecto Term Loan”) and cash on hand.
The increase in endangered species listings may limit our ability to explore for or produce oil and gas in certain areas or cause us to incur additional costs. 15 Table of Contents Clean Water Act.
Many non-governmental organizations (“NGOs”) work closely with the FWS regarding the listing of many species, including species with broad and even nationwide ranges. The increase in endangered species listings may limit our ability to explore for or produce oil and natural gas in certain areas or cause us to incur additional costs. Clean Water Act.
Our operations in certain areas could be adversely impacted if we are unable to secure sufficient amounts of water or to dispose of or recycle the water used in our operations.
In certain areas, there may be insufficient water available for drilling and completion activities. Water must then be obtained from other sources and transported to the drilling site. Our operations in certain areas could be adversely impacted if we are unable to secure sufficient amounts of water or to dispose of or recycle the water used in our operations.
When applicable, we share licensing revenue, net of costs, with our patent partners after we have achieved our agreed upon minimum return threshold. We may also provide upfront capital to patent owners as an advance against future licensing revenue. We did not acquire any new patent portfolios in calendar years 2024, 2023 and 2022.
When applicable, we share licensing revenue, net of costs, with our patent partners after we have achieved our agreed upon minimum return threshold. We may also provide upfront capital to patent owners as an advance against future licensing revenue. We acquired one new patent portfolio during the year ended December 31, 2025 consisting of Wi-Fi 7 standard essential patents.
Headquartered in Austin, Texas, Benchmark is an independent oil and gas company focused on the acquisition, production and development of operated and non-operated oil and natural gas assets in Texas and Oklahoma.
Headquartered in Austin, Texas, Benchmark is an independent oil and natural gas company that acquires, produces and develops oil and natural gas assets in Texas and Oklahoma.
Ajay Sundar Managing Director at Starboard Value LP Michelle Felman Member of Board of Directors of Cushman Wakefield For Additional Information For further details of the development of our business, refer to our website at www.acaciaresearch.com .
Kohlberg Former Senior Associate Provost and Chief Technology Development Officer at Harvard University Maureen O’Connell Member of the Board of Directors of Terex Corporation and Northwest Healthcare Properties REIT Geoff Ribar Member of the Board of Directors of MACOM Technology, Everspin Technologies, Inc. and QuantumScape Corporation Ajay Sundar Managing Director at Starboard Value LP Michelle Felman Member of the Board of Directors of Cushman Wakefield 18 Table of Contents For Additional Information For further details of the development of our business, refer to our website at www.acaciaresearch.com .
The OPA assigns joint and several strict liability to each responsible party for oil removal costs and a variety of public and private damages.
Although the definition has been both expanded and narrowed in recent years, the term “waters of the U.S.” has been broadly defined to include some inland water bodies, including wetlands and intermittent streams. The OPA assigns joint and several strict liability to each responsible party for oil removal costs and a variety of public and private damages.
The Company’s consolidated financial statements include Deflecto’s consolidated operations from October 18, 2024 through December 31, 2024. Refer to Note 3 to the consolidated financial statements elsewhere herein for additional information. Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional Manufacturing Operations information.
A portion of the Deflecto purchase price is being held in escrow to indemnify us against certain claims, losses and liabilities. Refer to Notes 3 and 11 to the consolidated financial statements elsewhere herein for additional information. Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional Manufacturing Operations information.
A number of federal agencies are analyzing, or have been requested to review, a variety of environmental issues associated with hydraulic fracturing practices. 16 Table of Contents Our inability to locate sufficient amounts of water, or to dispose of or recycle water used or produced in our exploration and production operations, could adversely impact our operations.
Our inability to locate sufficient amounts of water, or to dispose of or recycle water used or produced in our exploration and production operations, could adversely impact our operations. For water sourcing, we first seek to use non-potable water supplies, or recycled produced water for our operational needs.
Removed
The Deflecto Purchase Price was funded with a combination of borrowings of a $48.0 million secured term loan (the “Deflecto Term Loan”) and cash on hand. A portion of the Deflecto Purchase Price is being held in escrow to indemnify Deflecto Purchaser against certain claims, losses and liabilities.
Added
All proved undeveloped reserves as of December 31, 2025 are part of a development plan adopted by Benchmark in 2025 indicating that such locations are scheduled to be drilled within five years of initial booking. In December 2025, Benchmark spud its first horizontal development well which is expected to be completed and producing in the first quarter of 2026.
Removed
Regulation - Environment, Health and Safety Regulation of Oil and Natural Gas Exploration and Production 12 Table of Contents Exploration and production operations are subject to various types of regulation at the federal, state and local levels.
Added
Benchmark intends to continue these development activities in 2026 and has adopted a plan for future development thereafter. With Benchmark’s ability and intention to develop these assets over the next five years, certain undrilled locations have been reclassified as proved undeveloped reserves as of December 31, 2025.
Removed
New listing petitions continue to be filed with the FWS which could impact our Energy Operations Business. Many non-governmental organizations (“NGOs”) work closely with the FWS regarding the listing of many species, including species with broad and even nationwide ranges.
Added
To this end, on September 12, 2025, the EPA issued a proposed rule that would rescind the GHG reporting rule, other than for natural gas systems subject to waste emission charges, and would delay requirement or these systems until 2034.
Removed
For water sourcing, we first seek to use non-potable water supplies, or recycled produced water for our operational needs. In certain areas, there may be insufficient water available for drilling and completion activities. Water must then be obtained from other sources and transported to the drilling site.
Added
Further, in late 2025, the EPA issued final rules extending certain compliance deadlines in the new methane rule and the federal Clean Air Act new source performance standard rules for the oil and natural gas sector.
Removed
Thus, the future of the new methane and waste emission charge rules, as well as the regulation of GHGs by the federal government, is uncertain at this time.
Added
Although there has been a recent push at the federal level in the United States to roll back previous initiatives relating to the regulation of GHG emissions, including the EPA’s announcement on February 12, 2026, that it has finalized a rule rescinding the 2009 GHG endangerment finding that serves as the basis for many EPA regulations of GHGs under the CAA, the ultimate outcome and long-term effect of this proposed rescission other roll back initiatives are uncertain at this time.
Removed
Kohlberg Senior Associate Provost and Chief Technology Development Officer at Harvard University Maureen O’Connell Member of the Board of Directors of ISACA and HH Global Ltd. Geoff Ribar Member of the Board of Directors of MACOM Technology and Everspin Technologies, Inc.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

86 edited+43 added−13 removed291 unchanged
Biggest changeWe may also be disproportionately exposed to the impact of regional supply and demand factors, governmental regulations or midstream capacity constraints. Delays or interruptions caused by such adverse developments could have a material adverse effect on our financial condition and results of operations.
Biggest changeAs a result of our geographic concentration, adverse industry developments in our operating area could have a greater impact on our financial condition and results of operations than if we were more geographically diverse. We may also be disproportionately exposed to the impact of regional supply and demand factors, governmental regulations or midstream capacity constraints.
Acquisitions involve numerous risks and uncertainties, including: • difficulties in integrating and managing the combined operations, technology platforms, or offerings of any business we acquire, and realizing the anticipated economic, operational and other benefits of the acquisition in a timely manner, which could result in substantial costs and delays; • failure to execute on the intended strategy and synergies; • failure of the acquired operating businesses to achieve anticipated revenue, earnings, or cash flow; • diversion of management’s attention or other resources from our existing business; • higher-than-expected earn-out payments, unforeseen transaction-related costs or delays or other circumstances such as disputes with or the loss of key or other personnel from acquired businesses; • inability to maintain the key customers, business relationships, suppliers, and brand potential of acquired operating businesses; • uncertainty of entry into businesses or geographies in which we have limited or no prior experience or in which competitors have stronger positions; • unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses; • responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, such as liabilities arising out of the failure to maintain effective privacy, data protection and cybersecurity controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws; 19 Table of Contents • difficulties in or costs associated with assigning or transferring to us the acquired operating business’ intellectual property or its licenses to third-party intellectual property; • inability to maintain our culture and values, ethical standards, controls, procedures, and policies; • challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies; • challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with Generally Accepted Accounting Principles; and • potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or intellectual property, are later determined to be impaired and written down in value.
Acquisitions involve numerous risks and uncertainties, including: • difficulties in integrating and managing the combined operations, technology platforms, or offerings of any business we acquire, and realizing the anticipated economic, operational and other benefits of the acquisition in a timely manner, which could result in substantial costs and delays; • failure to execute on the intended strategy and synergies; • failure of the acquired operating businesses to achieve anticipated revenue, earnings, or cash flow; • diversion of management’s attention or other resources from our existing business; • higher-than-expected earn-out payments, unforeseen transaction-related costs or delays or other circumstances such as disputes with or the loss of key or other personnel from acquired businesses; • inability to maintain the key customers, business relationships, suppliers, and brand potential of acquired operating businesses; • uncertainty of entry into businesses or geographies in which we have limited or no prior experience or in which competitors have stronger positions; • unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses; 19 Table of Contents • responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, such as liabilities arising out of the failure to maintain effective privacy, data protection and cybersecurity controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws; • difficulties in or costs associated with assigning or transferring to us the acquired operating business’ intellectual property or its licenses to third-party intellectual property; • inability to maintain our culture and values, ethical standards, controls, procedures, and policies; • challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies; • challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with Generally Accepted Accounting Principles; and • potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or intellectual property, are later determined to be impaired and written down in value.
Our Industrial Operations is dependent on a limited number of customers to derive a large portion of its revenue, and the loss of one of these customers may adversely affect its financial condition, business and operational results. Printronix derives a significant amount of revenue from a concentrated number of retailers, distributors, and manufacturers.
Our Industrial Operations Business is dependent on a limited number of customers to derive a large portion of its revenue, and the loss of one of these customers may adversely affect its financial condition, business and operational results. Printronix derives a significant amount of revenue from a concentrated number of retailers, distributors, and manufacturers.
Risks Related to Our Business and Business Strategy We intend to grow our company by acquiring additional operating businesses and intellectual property assets which may not occur, and any acquisitions that we complete will be costly and could negatively affect our results of operations, and dilute our stockholders’ ownership, or cause us to incur significant expense, and we may not realize the expected benefits of our operating businesses because of difficulties related to integration.
Risks Related to Our Business and Business Strategy We intend to grow our company by acquiring additional operating businesses, energy assets and intellectual property assets, which may not occur, and any acquisitions that we complete will be costly and could negatively affect our results of operations, and dilute our stockholders’ ownership, or cause us to incur significant expense, and we may not realize the expected benefits of our operating businesses because of difficulties related to integration.
Risks Related to our Energy Operations Business and Industry If oil and gas prices decline from current levels, or if there is an increase in the differential between the NYMEX-WTI and NYMEX-Henry Hub or other benchmark prices of oil and the wellhead price we receive for our production, our cash flows from our Energy Operations Business will decline.
Risks Related to our Energy Operations Business and Industry If oil and natural gas prices decline from current levels, or if there is an increase in the differential between the NYMEX-WTI and NYMEX-Henry Hub or other benchmark prices of oil and the wellhead price we receive for our production, our cash flows from our Energy Operations Business will decline.
Our oil and gas properties can become damaged, our operations may be curtailed, delayed or canceled and the costs of such operations may increase as a result of a variety of factors, including, but not limited to: • unexpected drilling conditions, pressure conditions or irregularities in reservoir formations; • loss of drilling fluid circulation; • equipment failures or accidents; • fires, explosions, blowouts, cratering or loss of well control, as well as the mishandling, surface spillage or underground migration of fluids and chemicals; • risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives; • adverse weather conditions and natural disasters, such as tornadoes, earthquakes, hurricanes and extreme temperatures, which may be exacerbated by climate change; • issues with title or in receiving governmental permits or approvals; • restricted takeaway capacity for our production, including due to inadequate midstream infrastructure or constrained downstream markets; • environmental hazards or liabilities, including liabilities for environmental damage caused by previous owners or operators of properties; • restrictions on access to, or disposal of, water used or produced in drilling and completion operations; • shortages or delays in the availability of services or delivery of equipment; and • unexpected or unforeseen changes in regulatory policy, and political or public opinions.
Our oil and natural gas properties can become damaged, our operations may be curtailed, delayed or canceled and the costs of such operations may increase as a result of a variety of factors, including, but not limited to: • unexpected drilling conditions, pressure conditions or irregularities in reservoir formations; • loss of drilling fluid circulation; • equipment failures or accidents; • fires, explosions, blowouts, cratering or loss of well control, as well as the mishandling, surface spillage or underground migration of fluids and chemicals; • risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives; • adverse weather conditions and natural disasters, such as tornadoes, earthquakes, hurricanes and extreme temperatures, which may be exacerbated by climate change; • issues with title or in receiving governmental permits or approvals; • restricted takeaway capacity for our production, including due to inadequate midstream infrastructure or constrained downstream markets; • environmental hazards or liabilities, including liabilities for environmental damage caused by previous owners or operators of properties; • restrictions on access to, or disposal of, water used or produced in drilling and completion operations; 34 Table of Contents • shortages or delays in the availability of services or delivery of equipment; and • unexpected or unforeseen changes in regulatory policy, and political or public opinions.
Implementation of tariffs by the United States, or the imposition of retaliatory tariffs and other restrictions by other countries, could result in a material increase in the cost of our Manufacturing Operations Business’s products, which may result in the products becoming less attractive relative to products offered by our competitors.
Implementation of additional tariffs by the United States, or the imposition of additional retaliatory tariffs and other restrictions by other countries, could result in a material increase in the cost of our Manufacturing Operations Business’s products, which may result in the products becoming less attractive relative to products offered by our competitors.
Furthermore, the operations of our Energy Operations Business may be curtailed, delayed or canceled as a result of other factors, including: high costs, shortages or delivery delays of equipment, labor or other services; unexpected operational events and conditions; adverse weather conditions and natural disasters; injection plant or other facility or equipment malfunctions and equipment failures or accidents; title disputes; unitization difficulties; pipe or cement failures, casing collapses or other downhole failures; compliance with environmental and other governmental requirements; lost or damaged oilfield service tools; unusual or unexpected geological formations and reservoir pressure; loss of injection fluid circulation; restrictions in access to, or disposal of, water used or produced in oil and natural gas production; costs or delays imposed by or resulting from compliance with regulatory requirements; fires, blowouts, surface craterings, explosions and other hazards that could also result in personal injury and loss of life, pollution and suspension of operations; and uncontrollable flows of oil or well fluids.
Furthermore, the operations of our Energy Operations Business may be curtailed, delayed or canceled as a result of other factors, including: high costs, shortages or delivery delays of equipment, labor or other services; unexpected operational events and conditions; adverse weather conditions and 31 Table of Contents natural disasters; injection plant or other facility or equipment malfunctions and equipment failures or accidents; title disputes; unitization difficulties; pipe or cement failures, casing collapses or other downhole failures; compliance with environmental and other governmental requirements; lost or damaged oilfield service tools; unusual or unexpected geological formations and reservoir pressure; loss of injection fluid circulation; restrictions in access to, or disposal of, water used or produced in oil and natural gas production; costs or delays imposed by or resulting from compliance with regulatory requirements; fires, blowouts, surface craterings, explosions and other hazards that could also result in personal injury and loss of life, pollution and suspension of operations; and uncontrollable flows of oil or well fluids.
Market uncertainty and a variety of additional factors that are beyond the control of our Energy Operations Business, include: the domestic and foreign supply of and demand for crude oil, natural gas and NGLs; market expectations about future prices of crude oil, natural gas and NGLs; the price and quantity of imports of crude oil, natural gas and NGLs; overall domestic and global economic conditions; political and economic conditions in other oil producing countries, including embargoes and continued hostilities in the Middle East and other sustained military campaigns, acts of terrorism or sabotage, and world-wide epidemics, including the coronavirus; the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls; trading in oil derivative contracts; the level of consumer product demand; weather conditions and natural disasters; technological advances affecting energy consumption; domestic and foreign governmental regulations and taxes; the proximity, cost, availability and capacity of oil pipelines and other transportation facilities; the impact of the U.S. dollar exchange rates on oil prices; and the price and availability of alternative fuels.
Market uncertainty and a variety of additional factors that are beyond the control of our Energy Operations Business, include: the domestic and foreign supply of and demand for crude oil, natural gas and NGLs; market expectations about future prices of crude oil, natural gas and NGLs; the price and quantity of imports of crude oil, natural gas and NGLs; overall domestic and global economic conditions; political and economic conditions in other oil producing countries, including embargoes and continued hostilities in the Middle East and other sustained military campaigns, acts of terrorism or sabotage, and world-wide epidemics, including the coronavirus; the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls; trading in oil derivative 29 Table of Contents contracts; the level of consumer product demand; weather conditions and natural disasters; technological advances affecting energy consumption; domestic and foreign governmental regulations and taxes; the proximity, cost, availability and capacity of oil pipelines and other transportation facilities; the impact of the U.S. dollar exchange rates on oil prices; and the price and availability of alternative fuels.
Any acquisitions completed by our Energy Operations Business are subject to substantial risks that could adversely affect financial conditions and operational results. One of the growth strategies of our Energy Operations Business is to capitalize on opportunistic acquisitions of oil and gas reserves.
Any acquisitions completed by our Energy Operations Business are subject to substantial risks that could adversely affect financial conditions and operational results. One of the growth strategies of our Energy Operations Business is to capitalize on opportunistic acquisitions of oil and natural gas reserves.
We intend to grow our company by acquiring additional operating businesses and intellectual property assets. Our growth and success will be dependent on identifying and acquiring operating companies and intellectual property at attractive prices to realize their intrinsic value.
We intend to grow our company by acquiring additional operating businesses, energy assets and intellectual property assets. Our growth and success will be dependent on identifying and acquiring operating companies and intellectual property at attractive prices to realize their intrinsic value.
In addition, utilization of net operating losses and tax credit carryovers to offset potential future taxable income and related income taxes that would otherwise be due is subject to annual limitations under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state / foreign provisions, if we were to experience an “ownership change.” In particular, under the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating losses and other pre-change tax attributes (such as foreign tax credit carryforwards) to offset its post-change taxable income or taxes may be limited.
In addition, utilization of net operating losses and tax credit carryovers to offset potential future taxable income and related income taxes that would otherwise be due is subject to annual limitations under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state / 22 Table of Contents foreign provisions, if we were to experience an “ownership change.” In particular, under the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating losses and other pre-change tax attributes (such as foreign tax credit carryforwards) to offset its post-change taxable income or taxes may be limited.
We have a history of losses, and we may not be consistently profitable in the future . While we achieved profitability in 2023, we incurred net losses in 2024 and have incurred net losses in certain years prior.
We have a history of losses, and we may not be consistently profitable in the future . While we achieved profitability in 2023 and 2025, we incurred net losses in 2024 and have incurred net losses in certain years prior.
Benchmark is not the operator of all of the properties in which we have an interest, and has limited ability to exercise influence over the operations of such non-operated properties or their associated costs. As of December 31, 2024, non-operated wells represented approximately 10 percent of Benchmark’s total owned gross wells, or 2 percent of Benchmark’s owned net wells.
Benchmark is not the operator of all of the properties in which we have an interest, and has limited ability to exercise influence over the operations of such non-operated properties or their associated costs. As of December 31, 2025, non-operated wells represented approximately 10 percent of Benchmark’s total owned gross wells, or 2 percent of Benchmark’s owned net wells.
The adoption and implementation of any new laws, rules, regulations, requests, or directives that restrict the ability to dispose of water, including by plugging back the depths of disposal wells, reducing the volume of oil and natural gas wastewater disposed in such wells, restricting disposal well locations, or by requiring the shut-down of disposal wells, could have a material adverse effect on the ability of our Energy Operations Business to produce oil and natural gas economically, or at all, and accordingly, could materially and adversely affect the business, financial condition and results of operations of our Energy Operations Business.
The adoption and implementation of any new laws, rules, regulations, requests, or directives that restrict the ability to dispose of water, including by plugging back the depths of disposal wells, reducing the volume of oil and natural gas wastewater disposed in such wells, restricting disposal well locations, or by requiring the shut-down of disposal wells, 37 Table of Contents could have a material adverse effect on the ability of our Energy Operations Business to produce oil and natural gas economically, or at all, and accordingly, could materially and adversely affect the business, financial condition and results of operations of our Energy Operations Business.
Although Printronix is attempting to transition its business mix from lower-margin printer sales to higher-margin consumable products, it may not be successful. Printronix expects approximately 56.0% of its revenue for its fiscal year ending March 31, 2025 will be derived from the sale of supplies.
Although Printronix is attempting to transition its business mix from lower-margin printer sales to higher-margin consumable products, it may not be successful. Printronix expects approximately 56.0% of its revenue for its fiscal year ending March 31, 2026 will be derived from the sale of supplies.
Although we have adopted a provision in our certificate of incorporation designed to discourage investors from acquiring ownership 22 Table of Contents of our common stock in a manner that could trigger a Code Section 382 ownership change, and we have completed studies to provide reasonable assurance that a Code Section 382 ownership change has not occurred to date for our existing businesses, we cannot be certain that a taxing authority would reach the same conclusion.
Although we have adopted a provision in our certificate of incorporation designed to discourage investors from acquiring ownership of our common stock in a manner that could trigger a Code Section 382 ownership change, and we have completed studies to provide reasonable assurance that a Code Section 382 ownership change has not occurred to date for our existing businesses, we cannot be certain that a taxing authority would reach the same conclusion.
Under the Recapitalization Agreement, we agreed with Starboard that for a period from the date of the Recapitalization Agreement until May 12, 2026, the Board will include at least two directors that are independent of, and not affiliates (as defined in Rule 144 of the Securities Act of 1933, as amended) of, Starboard, with current Board members Maureen O’Connell and Isaac T.
Under the Recapitalization Agreement, we agreed with Starboard that for a period from the date of the Recapitalization Agreement until May 12, 2026, the Board will include at least two directors that are independent of, and not affiliates (as 45 Table of Contents defined in Rule 144 of the Securities Act of 1933, as amended) of, Starboard, with current Board members Maureen O’Connell and Isaac T.
If we are unable to uncover all material information about these companies, we may not make a fully informed decision, and we may lose money on our acquisition. If, in the future, we cease to control and operate our operating businesses, we may be deemed to be an investment company under the Investment Company Act of 1940, as amended.
If we are unable to uncover all material information about these companies, we may not make a fully informed decision, and we may lose money on our acquisition. 21 Table of Contents If, in the future, we cease to control and operate our operating businesses, we may be deemed to be an investment company under the Investment Company Act of 1940, as amended.
In addition, the United States may, at any time, enact changes to U.S. patent law and regulations, including by legislation, by regulatory rulemaking, or by judicial precedent, that adversely affects the scope of patent protection available and weakens the rights of patent owners to obtain patents, enforce against patent infringement and obtain injunctions and/or damages.
In addition, the United States may, at any time, enact changes to U.S. patent law and regulations, including by legislation, by regulatory 26 Table of Contents rulemaking, or by judicial precedent, that adversely affects the scope of patent protection available and weakens the rights of patent owners to obtain patents, enforce against patent infringement and obtain injunctions and/or damages.
The ultimate impact of 35 Table of Contents GHG agreements, legislation and measures on our financial performance is highly uncertain because we are unable to predict, for a multitude of individual jurisdictions, the outcome of political decision-making processes and the variables and trade-offs that inevitably occur in connection with such processes.
The ultimate impact of GHG agreements, legislation and measures on our financial performance is highly uncertain because we are unable to predict, for a multitude of individual jurisdictions, the outcome of political decision-making processes and the variables and trade-offs that inevitably occur in connection with such processes.
As an example, in addition to indirectly raising transportation costs of the raw materials Printronix uses to manufacture its products, the invasion of Ukraine by Russia in March 2022 required Printronix to adapt its operations and require its customers in the region to pre-pay expenses such that Printronix can avoid accruing accounts receivable.
As an example, in addition to indirectly raising transportation costs of the raw materials Printronix uses to manufacture its products, the invasion of Ukraine by Russia in March 2022 required Printronix to adapt its operations and require its customers in the region to pre-pay expenses such that Printronix can avoid 40 Table of Contents accruing accounts receivable.
We cannot ensure that any of our current or prospective patent prosecution or litigation matters will result in a favorable outcome for us. We may experience delays in successful prosecution, enforcement, and licensing of our patent portfolio. The value of our patent portfolios is dependent upon the issuance of patents in a timely manner.
We cannot ensure that any of our current or prospective patent prosecution or litigation matters will result in a favorable outcome for us. 28 Table of Contents We may experience delays in successful prosecution, enforcement, and licensing of our patent portfolio. The value of our patent portfolios is dependent upon the issuance of patents in a timely manner.
In addition, these lawsuits, regardless of their merits, could be time consuming and expensive to resolve and could divert management’s time and attention. The costs associated with any of these actions could be substantial and 37 Table of Contents could have a material adverse effect on our Industrial Operations Business’s financial condition, business, and results of operations.
In addition, these lawsuits, regardless of their merits, could be time consuming and expensive to resolve and could divert management’s time and attention. The costs associated with any of these actions could be substantial and could have a material adverse effect on our Industrial Operations Business’s financial condition, business, and results of operations.
Our Industrial Operations Business must also address production and supply constraints, including product disruptions caused by quality issues, and delays or disruptions in the 38 Table of Contents supply of key components necessary for production. Such delays, disruptions or shortages may result in lost revenue or in additional costs to meet customer demand.
Our Industrial Operations Business must also address production and supply constraints, including product disruptions caused by quality issues, and delays or disruptions in the supply of key components necessary for production. Such delays, disruptions or shortages may result in lost revenue or in additional costs to meet customer demand.
Additionally, our Energy Operations Business may elect not to obtain insurance if it believes that the cost of available insurance is excessive relative to the perceived 33 Table of Contents risks presented. Losses could, therefore, occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage.
Additionally, our Energy Operations Business may elect not to obtain insurance if it believes that the cost of available insurance is excessive relative to the perceived risks presented. Losses could, therefore, occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage.
As a result, Starboard and its affiliates can determine the outcome of all matters requiring stockholder approval 43 Table of Contents and are able to cause or prevent a change of control of our Company or a change in the composition of our Board and could preclude any acquisition of our Company.
As a result, Starboard and its affiliates can determine the outcome of all matters requiring stockholder approval and are able to cause or prevent a change of control of our Company or a change in the composition of our Board and could preclude any acquisition of our Company.
Due to the international nature of our Industrial Operations Business, changes in a country’s or region’s political or economic conditions or other factors could negatively impact operational results. We expect revenue derived from international sales by our Industrial Operations Business will comprise approximately 55.0% of Printronix’s revenue for its fiscal year ending March 31, 2025.
Due to the international nature of our Industrial Operations Business, changes in a country’s or region’s political or economic conditions or other factors could negatively impact operational results. We expect revenue derived from international sales by our Industrial Operations Business will comprise approximately 51.0% of Printronix’s revenue for its fiscal year ending March 31, 2026.
In addition, our Manufacturing Operations Business writes off inventories that are considered obsolete based upon changes in customer demand, product design changes including those required by new product regulation, that result in existing inventory obsolescence, or new product introductions, which eliminate demand for existing products. Remaining inventory balances are adjusted to approximate net realizable market value.
In addition, our Manufacturing Operations Business writes off inventories that are considered obsolete based upon changes in customer demand, product design changes including those required by new product regulation, that result in existing inventory obsolescence, or new product introductions, which 42 Table of Contents eliminate demand for existing products. Remaining inventory balances are adjusted to approximate net realizable market value.
In addition, the obligations of our Energy Operations Business under its revolving credit 32 Table of Contents facility are secured by substantially all of its assets, and if it is unable to repay its indebtedness under its revolving credit facility, the lenders could seek to foreclose on its assets.
In addition, the obligations of our Energy Operations Business under its revolving credit facility are secured by substantially all of its assets, and if it is unable to repay its indebtedness under its revolving credit facility, the lenders could seek to foreclose on its assets.
In addition, the laws of foreign countries may not protect our businesses’ intellectual property rights effectively or to the same extent as the laws of the United States.
In addition, the laws of foreign countries may not protect our business’s intellectual property rights effectively or to the same extent as the laws of the United States.
If we make significant investments in businesses we do not operate or control, or cease to operate and control our operating businesses, we may be deemed to be an investment company under the Investment Company Act of 1940, as 21 Table of Contents amended (the “Investment Company Act”).
If we make significant investments in businesses we do not operate or control, or cease to operate and control our operating businesses, we may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
If we are unable to efficiently manage the vulnerability of our systems and effectively maintain and upgrade system safeguards, we and they may incur unexpected costs and certain of our or their systems may become more vulnerable to unauthorized access.
If we are 23 Table of Contents unable to efficiently manage the vulnerability of our systems and effectively maintain and upgrade system safeguards, we and they may incur unexpected costs and certain of our or their systems may become more vulnerable to unauthorized access.
If our remedial measures are insufficient to address the material weakness, or if one or more additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could, in turn, harm our reputation, cause a decline in investor confidence and in the market price of our stock, or restrict our access to capital markets.
If one or more additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could, in turn, harm our reputation, cause a decline in investor confidence and in the market price of our stock, or restrict our access to capital markets.
In addition to increasing uncertainty regarding our ability to obtain patents in the future, 25 Table of Contents this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S.
In addition to increasing uncertainty regarding our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S.
Our operating businesses also need qualified and competent personnel to execute their business plans and serve their customers, suppliers and other stakeholders. To compete, we must attract, retain, and motivate both executives and other key employees, and our failure to do so could harm our financial performance.
Our operating businesses also need qualified and competent personnel to execute their business plans and serve their customers, suppliers and other stakeholders. To compete, we must attract, retain, and motivate both executives and other 20 Table of Contents key employees, and our failure to do so could harm our financial performance.
The curtailments arising from these and similar circumstances may last from a few days to 31 Table of Contents several months or even longer, and, in many cases, we may be provided only limited, if any, notice as to when these circumstances will arise and their duration.
The curtailments arising from these and similar circumstances may last from a few days to several months or even longer, and, in many cases, we may be provided only limited, if any, notice as to when these circumstances will arise and their duration.
When a new well is completed and produced, the pressure differential in the vicinity of the well causes the migration of reservoir fluids towards the new wellbore (and potentially away from existing wellbores).
When a new well is completed and produced, the pressure differential in the vicinity of the well causes the migration of 33 Table of Contents reservoir fluids towards the new wellbore (and potentially away from existing wellbores).
Our Manufacturing Operations Business operates 9 manufacturing facilities across the United States, Canada, the United Kingdom and China, and we are continuing to evaluate the impact of these announced and other proposed tariffs.
Our Manufacturing Operations Business operates nine manufacturing facilities across the United States, Canada, the United Kingdom and China, and we are continuing to evaluate the impact of announced and other proposed tariffs.
Moreover, such appeals may not be successful; • New legislation, regulations or rules related to enforcement actions, including any fee or cost shifting provisions, could significantly increase our operating costs and decrease our profit generating opportunities.
Moreover, such appeals may not be successful; 27 Table of Contents • New legislation, regulations or rules related to enforcement actions, including any fee or cost shifting provisions, could significantly increase our operating costs and decrease our profit generating opportunities.
As producing or development 28 Table of Contents projects become uneconomic, Benchmark's reserve estimates will be adjusted downward, which could negatively impact its borrowing base under its current revolving credit facility and its ability to fund operations.
As producing or development projects become uneconomic, Benchmark's reserve estimates will be adjusted downward, which could negatively impact its borrowing base under its current revolving credit facility and its ability to fund operations.
Our Manufacturing Operations Business may incur additional indebtedness. If new debt is added to our Manufacturing Operations Business’s existing debt levels, the related risks that our Manufacturing Operations Business now faces would increase. 42 Table of Contents Furthermore, our Manufacturing Operations Business’s current indebtedness is subject to variable interest rates.
Our Manufacturing Operations Business may incur additional indebtedness. If new debt is added to our Manufacturing Operations Business’s existing debt levels, the related risks that our Manufacturing Operations Business now faces would increase. Furthermore, our Manufacturing Operations Business’s current indebtedness is subject to variable interest rates.
In addition, our Manufacturing Operations Business may encounter difficulty in finding buyers or executing alternative exit strategies at acceptable prices and terms and in a timely manner, and prospective buyers may 41 Table of Contents have difficulty obtaining financing.
In addition, our Manufacturing Operations Business may encounter difficulty in finding buyers or executing alternative exit strategies at acceptable prices and terms and in a timely manner, and prospective buyers may have difficulty obtaining financing.
In some cases, the requirements of Industrial Operations Business’s business mandate that it obtain certain components and sub-assemblies included in its products from a single supplier or a limited group of suppliers.
In some cases, the requirements of Printronix’s business mandate that it obtain certain components and sub-assemblies included in its products from a single supplier or a limited group of suppliers.
Complying 23 Table of Contents with such numerous and complex regulations can be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and liability.
Complying with such numerous and complex regulations can be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and liability.
The costs are typically substantial, and the outcomes are unpredictable. Enforcement actions divert our managerial, technical, legal and financial resources from business operations and there are no assurances that such enforcement actions will result in favorable results for us.
Enforcement actions divert our managerial, technical, legal and financial resources from business operations and there are no assurances that such enforcement actions will result in favorable results for us.
In addition, supply chain disruptions and other inflationary pressures being experienced throughout the U.S. and global economy and in the oil and natural gas industry may limit our Energy Operations Business’ ability to procure the necessary products and services needed for drilling, completing and producing wells in a timely and cost-effective manner, which could result in reduced margins and delays to its operations and could, in turn, have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, supply chain disruptions and other inflationary pressures being experienced throughout the U.S. and global economy and in the oil and natural gas industry may limit our Energy Operations Business’ ability to procure the necessary products and services needed for drilling, completing and producing wells in a timely and cost-effective manner, which could result in reduced margins and delays to its operations and could, in turn, have a material adverse effect on our business, financial condition, results of operations and cash flows. 30 Table of Contents Our Energy Operations Business’s hedging strategy may be ineffective in mitigating the impact of commodity price volatility on cash flows, which could adversely affect its financial condition.
Benchmark’s hedging strategy may limit its ability to realize cash flows from commodity price increases. Many of its commodity derivative contracts require Benchmark to make cash payments to the extent the applicable index exceeds a predetermined price, thereby limiting its ability to realize the benefit of increases in oil prices.
Many of its commodity derivative contracts require Benchmark to make cash payments to the extent the applicable index exceeds a predetermined price, thereby limiting its ability to realize the benefit of increases in oil prices.
If commodity prices decline from current levels, production from some of Benchmark’s assets may become uneconomic and cause write downs of the value of its properties, which may adversely affect its ability to borrow, its financial condition and its ability to make distributions.
These discounts, if significant, could similarly adversely affect cash flows from operations and financial condition. If commodity prices decline from current levels, production from some of Benchmark’s assets may become uneconomic and cause write downs of the value of its properties, which may adversely affect its ability to borrow, its financial condition and its ability to make distributions.
Due to the completion of the transactions pursuant to the Recapitalization Agreement, Starboard controls a majority of the voting power of our outstanding common stock. As of March 12, 2025, Starboard controlled approximately 63.6% of the voting power of our common stock.
Due to the completion of the transactions pursuant to the Recapitalization Agreement, Starboard controls a majority of the voting power of our outstanding common stock. As of March 9, 2026, Starboard controlled approximately 63.4% of the voting power of our common stock.
The imposition of new environmental regulations could further restrict our ability to conduct operations such as hydraulic fracturing by restricting the disposal of substances such as produced water and drilling fluids. 34 Table of Contents Our Energy Operations Business depends in part on transportation, pipelines and refining facilities owned by others.
The imposition of new environmental regulations that limit the ability to dispose of waste waters we generate could further restrict our ability to conduct operations such as hydraulic fracturing by restricting the disposal of substances such as produced water and drilling fluids. Our Energy Operations Business depends in part on transportation, pipelines and refining facilities owned by others.
Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may avail itself of certain corporate governance exemptions afforded to controlled companies, including the requirements that a majority of the Board consist of independent directors, we have a nominating and corporate governance committee that is composed entirely of independent directors, and we have a compensation committee that is composed entirely of independent directors.
Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may avail itself of certain corporate governance exemptions afforded to controlled companies, including the requirements that a majority of the Board consist of independent directors, we have a nominating and corporate governance committee that is composed entirely of independent directors, and we have a compensation committee that is composed entirely of independent directors. 24 Table of Contents As of the date of this Annual Report on Form 10-K , we have not elected to rely on any of these exemptions.
Increased focus on the growing number of patent-related lawsuits may result in legislative changes which increase our costs and related risks of asserting patent enforcement actions; • Courts may rule that our subsidiaries have violated certain statutory, regulatory, federal, local or governing rules or standards by pursuing such enforcement actions, which may expose us and our operating subsidiaries to material liabilities, which could harm our operating results and our financial position; • The complexity of negotiations and potential magnitude of exposure for potential infringers associated with higher quality patent portfolios may lead to increased intervals of time between the filing of litigation and potential revenue events (i.e., markman dates, trial dates), which may lead to increased legal expenses, consistent with the higher revenue potential of such portfolios; and • Fluctuations in overall patent portfolio related enforcement activities, which are impacted by the portfolio intake challenges discussed above that could harm our operating results and our financial position. 26 Table of Contents Patent litigation is inherently risky because courts may find our patents invalid, not infringed, or unenforceable, and the USPTO, or other relevant patent office, may either invalidate our patents or materially narrow the scope of their claims during a reexamination, opposition or other such proceeding.
Increased focus on the growing number of patent-related lawsuits may result in legislative changes which increase our costs and related risks of asserting patent enforcement actions; • Courts may rule that our subsidiaries have violated certain statutory, regulatory, federal, local or governing rules or standards by pursuing such enforcement actions, which may expose us and our operating subsidiaries to material liabilities, which could harm our operating results and our financial position; • The complexity of negotiations and potential magnitude of exposure for potential infringers associated with higher quality patent portfolios may lead to increased intervals of time between the filing of litigation and potential revenue events (i.e., markman dates, trial dates), which may lead to increased legal expenses, consistent with the higher revenue potential of such portfolios; and • Fluctuations in overall patent portfolio related enforcement activities, which are impacted by the portfolio intake challenges discussed above that could harm our operating results and our financial position.
After prosecuting our patents, our Intellectual Property business can incur significant general and administrative and legal expenses prior to entering into license agreements and generating license revenues. We spend considerable resources educating prospective licensees on the benefits of a license arrangement with us.
After prosecuting our patents, our Intellectual Property Business can incur significant general and administrative and legal expenses prior to entering into license agreements and generating license revenues. We spend considerable resources educating prospective licensees on the benefits of a license arrangement with us. As such, we may incur significant losses in any particular period before any associated revenue stream begins.
Future sales of our common stock could reduce the market price of our common stock . In the future, we may issue securities to raise cash for operations and patent portfolio investments or pay for interests in additional subsidiary companies by using shares of our common stock or a combination of cash and shares of our common stock.
In the future, we may issue securities to raise cash for operations and patent portfolio investments or pay for interests in additional subsidiary companies by using shares of our common stock or a combination of cash and shares of our common 44 Table of Contents stock. We may also issue securities convertible into our common stock.
Delaware law and our charter documents contain provisions that could discourage or prevent a potential takeover of our company that might otherwise result in our stockholders receiving a premium over the market price of their shares .
This could also impair our ability to raise additional capital through the sale of our securities. Delaware law and our charter documents contain provisions that could discourage or prevent a potential takeover of our company that might otherwise result in our stockholders receiving a premium over the market price of their shares .
As of December 31, 2024, we did not maintain effective internal control over financial reporting attributable to a certain identified material weakness. We describe this material weakness in Item 9A, “Controls and Procedures,” in this Annual Report on Form 10-K.
We identified a material weakness in our internal control over financial reporting at Benchmark. As of December 31, 2024, a material weakness existed in our internal control over financial reporting. We describe this material weakness in Item 9A, “Controls and Procedures,” in this Annual Report on Form 10-K.
Also, the prices that our Energy Operations Business receives for oil and gas production often reflects a regional discount, based on the location of the production, to the relevant benchmark prices, such as the NYMEX-WTI and NYMEX-Henry Hub, that are used for calculating hedge positions. These discounts, if significant, could similarly adversely affect cash flows from operations and financial condition.
Also, the prices that our Energy Operations Business receives for oil and natural gas production often reflects a regional discount, based on the location of the production, to the relevant benchmark prices, such as the NYMEX-WTI and NYMEX-Henry Hub, that are used for calculating hedge positions.
In addition, Starboard beneficially owns 61,123,595 shares of our common stock as of March 12, 2025, representing approximately 63.6% of our common stock, based on 96,086,040 shares of common stock issued and outstanding as of such date.
In addition, Starboard beneficially owns 61,123,595 shares of our common stock as of March 9, 2026, representing approximately 63.4% of our common stock, based on 96,475,469 shares of common stock issued and outstanding as of such date.
In addition, the United States has at times been a party to certain international agreements, pacts and other commitments designed to address climate change and reduce GHG emissions, including the Paris Agreement and the Glasgow Climate Pact. However, in January 2025, the Trump administration issued an executive order directing the U.S.
In addition, the United States has at times been a party to certain international agreements, pacts and other commitments designed to address climate change and reduce GHG emissions, including the Paris Agreement and the Glasgow Climate Pact.
In addition, when we are not the majority owner or operator of a particular oil or natural gas project, if we are not willing or able to fund our capital expenditures relating to such projects when required by the majority owner or operator, our interests in these projects may be reduced or forfeited.
In addition, when we are not the majority owner or operator of a particular oil or natural gas project, if we are not willing or able to fund our capital expenditures relating to such projects when required by the majority owner or operator, our interests in these projects may be reduced or forfeited. 35 Table of Contents Oil and natural gas production operations, especially those using hydraulic fracturing, are substantially dependent on the availability of water.
Furthermore, we may be unable to enter into additional commodity derivative contracts during favorable market conditions and, thus, may be unable to lock in attractive future prices for our product sales.
Furthermore, we may be unable to enter into additional commodity derivative contracts during favorable market conditions and, thus, may be unable to lock in attractive future prices for our product sales. Finally, Benchmark’s revolving credit facility and associated amendments may cause Benchmark to enter into commodity derivative contracts at inopportune times.
Similarly, the concentration of our assets within a small number of producing formations exposes us to risks, such as changes in field wide rules, which could adversely affect development activities or production relating to those formations.
Delays or interruptions caused by such adverse developments could have a material adverse effect on our financial condition and results of operations. Similarly, the concentration of our assets within a small number of producing formations exposes us to risks, such as changes in field wide rules, which could adversely affect development activities or production relating to those formations.
Any additional tariffs on Chinese-origin goods, or on other certain products imported into the United States or European Union, such as carbon import taxes could increase the cost of some of our products and reduce our margins. 40 Table of Contents Further, the United States has recently imposed tariffs on goods imported from China and certain other countries, and increasingly levied sanctions and export controls on China and other countries.
Any additional tariffs on Chinese-origin goods, or on other certain products imported into the United States or European Union, such as carbon import taxes could increase the cost of some of our products and reduce our margins.
If any of these factors were to occur with respect to a particular property, Benchmark could lose all or a part of its investment in the property, or it could fail to realize the expected benefits from the property, either of which could materially and adversely affect the financial condition or results of operations. 30 Table of Contents Estimated proved reserves and future production rates are based on many assumptions that may prove to be inaccurate.
If any of these factors were to occur with respect to a particular property, Benchmark could lose all or a part of its investment in the property, or it could fail to realize the expected benefits from the property, either of which could materially and adversely affect the financial condition or results of operations.
Any negative change involving these retailers, distributors, and manufacturers, including industry consolidation, store closings, reduction in purchasing levels or bankruptcies, could negatively impact the sales of Printronix and may have a material adverse effect on our Industrial Operations Business’s results of operations, financial condition, and cash flows.
Any negative change involving these retailers, distributors, and manufacturers, including industry consolidation, store closings, reduction in purchasing levels or bankruptcies, could negatively impact the sales of Printronix and may have a material adverse effect on our Industrial Operations Business’s results of operations, financial condition, and cash flows. 39 Table of Contents Our Industrial Operations Business has limited suppliers for key product components and services and any interruption in supply could impair its ability to make and deliver its signature products, adversely affecting its business, financial condition, and operational results.
However, if in the future we decide to rely on some or all of these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. 24 Table of Contents Our principal stockholder, Starboard, controls 63.6% of the voting power of our Common Stock, and its interests may conflict with our other stockholders in the future.
However, if in the future we decide to rely on some or all of these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
Our Manufacturing Operations Business also faces the risk of changes in the strategy or structure of its major customers, such as overall store and inventory reductions. 39 Table of Contents Our Manufacturing Operations Business’s sales are dependent on purchases by large customers and any significant decline in these purchases or pressure from these customers to reduce prices could have a negative effect on future financial performance .
Our Manufacturing Operations Business’s sales are dependent on purchases by large customers and any significant decline in these purchases or pressure from these customers to reduce prices could have a negative effect on future financial performance .
Obtaining and enforcing patents across various industries, including the life science industry, involves a high degree of technological and legal complexity. Our patent rights may be affected by developments or uncertainty in U.S. or foreign patent statutes, patent case law, U.S. Patent and Trademark Office (“USPTO”) rules and regulations and the rules and regulations of foreign patent offices.
Our patent rights may be affected by developments or uncertainty in U.S. or foreign patent statutes, patent case law, U.S. Patent and Trademark Office (“USPTO”) rules and regulations and the rules and regulations of foreign patent offices.
The expenses of a recall and the damage to our reputation, or the reputation of alternative products generally, could have an adverse effect on our Manufacturing Operations Business’s results of operations or financial condition.
The expenses of a recall and the damage to our reputation, or the reputation of alternative products generally, could have an adverse effect on our Manufacturing Operations Business’s results of operations or financial condition. 43 Table of Contents Our Manufacturing Operations Business’s indebtedness may limit its financial and operating flexibility, and our Manufacturing Operations Business may incur additional debt, which could increase the associated risks .
Our Energy Operations Business may not always be able to inspect every well on properties owned by third parties, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken.
Our Energy Operations Business may not always be able to inspect every well on properties owned by third parties, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. 32 Table of Contents Currently, our producing properties are concentrated in the Anadarko Basin, making us vulnerable to risks associated with operating in a limited number of geographic areas.
Unfavorable shifts in industry-wide demand for our Manufacturing Operations Business’s products could result in inventory valuation risk . Our Manufacturing Operations Business evaluates its ending inventories for excess quantities, impairment of value, and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand based upon input received from our customers, sales team, and management.
Our Manufacturing Operations Business evaluates its ending inventories for excess quantities, impairment of value, and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand based upon input received from our customers, sales team, and management. If inventories on hand are in excess of demand or slow moving, appropriate write-downs may be recorded.
As such, we may incur significant losses in any particular period before any associated revenue stream begins. 27 Table of Contents We are frequently engaged in litigation to enforce the terms of our existing license agreements, protect our trade secrets, or determine the validity and scope of the proprietary rights of others. Enforcement proceedings are typically protracted and complex.
We are frequently engaged in litigation to enforce the terms of our existing license agreements, protect our trade secrets, or determine the validity and scope of the proprietary rights of others. Enforcement proceedings are typically protracted and complex. The costs are typically substantial, and the outcomes are unpredictable.
Significant inflation in the costs of labor, finished goods, raw materials, energy and transportation has negatively impacted, and will likely continue to negatively impact results of operations. There is no assurance that we will be able to fully offset any such cost increases through cost reduction programs or price increases of our products, especially given the competitive environment.
There is no assurance that we will be able to fully offset any such cost increases through cost reduction programs or price increases of our products, especially given the competitive environment.
Risks Related to our Industrial Operations Business Our Industrial Operations Business relies, or may rely in the future, on its intellectual property and licenses to use others’ intellectual property for competitive advantage.
If our Energy Operations Business is not able to recover the resulting costs through insurance or increased revenues, its ability to make cash distributions. 38 Table of Contents Risks Related to our Industrial Operations Business Our Industrial Operations Business relies, or may rely in the future, on its intellectual property and licenses to use others’ intellectual property for competitive advantage.
We may also issue securities convertible into our common stock. Any of these events may dilute stockholders’ ownership interests in our company and have an adverse impact on the price of our common stock.
Any of these events may dilute stockholders’ ownership interests in our company and have an adverse impact on the price of our common stock. Sales of a substantial amount of our common stock in the public market, or the perception that these sales may occur, could reduce the market price of our common stock.
Finally, Benchmark’s revolving credit facility and associated amendments may cause Benchmark to enter into commodity derivative contracts at inopportune times. 29 Table of Contents Our Energy Operations Business’s hedging activities could result in cash losses and may limit the prices it would otherwise realize for production, which could reduce cash flows from operations.
Our Energy Operations Business’s hedging activities could result in cash losses and may limit the prices it would otherwise realize for production, which could reduce cash flows from operations. Benchmark’s hedging strategy may limit its ability to realize cash flows from commodity price increases.
Hiring and retaining qualified executives, operations personnel (including operating partners), engineers, technical staff, sales, marketing and support positions are and will be critical to businesses, and competition for experienced employees in the industries of our operating businesses can be intense. 20 Table of Contents To help attract, retain, and motivate qualified employees and management, we must offer a competitive compensation package, which could include a combination of cash, cash-based incentive awards and share-based incentive awards, such as restricted stock units.
Hiring and retaining qualified executives, operations personnel (including operating partners), engineers, technical staff, sales, marketing and support positions are and will be critical to businesses, and competition for experienced employees in the industries of our operating businesses can be intense.
Oil and natural gas reserve engineering is complex, requiring subjective estimates of underground accumulations of oil and natural gas and assumptions concerning future oil and natural gas prices, future production levels and operating and development costs. As a result, estimated quantities of proved reserves, projections of future production rates and the timing of development expenditures may prove inaccurate.
As a result, estimated quantities of proved reserves, projections of future production rates and the timing of development expenditures may prove inaccurate.
Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of the estimated reserves of our Energy Operations Business. It is not possible to measure underground accumulations of oil and natural gas in an exact way.
Estimated proved reserves and future production rates are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of the estimated reserves of our Energy Operations Business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSpecifically, we have retained a Virtual Chief Information Security Officer and other members of our cybersecurity control group, each of whom supports our cybersecurity risk management and governance practices.
Biggest changeThe control group is comprised of members of senior leadership, including in-house legal counsel, and multiple independent third-party Certified Information Systems Security Professional (CISSP) information technology and cybersecurity consultants. Specifically, we have retained a Virtual Chief Information Security Officer and other members of our cybersecurity control group, each of whom supports our cybersecurity risk management and governance practices.
We also have processes in place to stay informed of and monitor prevention, detection, mitigation, and remediation of cybersecurity risks, including but not limited to: employing appropriate incident prevention and detection software where appropriate; employing industry-standard encryption protocols where appropriate; conducting regular vulnerability scans; applying patches in a timely manner; conducting penetration tests and implementing recommended corrective actions in a 44 Table of Contents timely manner; maintaining a well-defined incident response plan and supporting procedures; conducting regular phishing simulations and tabletop exercises; and requiring employees to complete cybersecurity training.
We also have processes in place to stay informed of and monitor prevention, detection, mitigation, and remediation of cybersecurity risks, including but not limited to: employing appropriate incident prevention and detection software where appropriate; employing industry-standard encryption protocols where appropriate; conducting regular vulnerability scans; applying patches in a timely manner; conducting penetration tests and implementing recommended corrective actions in a timely manner; maintaining a well-defined incident response plan and supporting procedures; conducting regular phishing simulations and tabletop exercises; and requiring employees to complete cybersecurity training.
Moreover, on a quarterly basis, a senior member of our internal control group reports to the Audit Committee and assists the committee with its review of relevant cybersecurity risks and evaluation and updating of our Cyber Risk Controls.
Moreover, on a quarterly basis, a senior member of our internal control group reports to the Audit Committee and assists the committee with its more comprehensive review of relevant cybersecurity risks and evaluation and updating of our Cyber Risk Controls.
Managing Material Risks & Integrated Overall Risk Management To manage cybersecurity risk and threats, we have developed and continuously review and update our internal risk controls (“Cyber Risk Controls”), which include administrative, physical, and technical controls and which are aligned to the CIS Critical Security Controls and the National Institute of Standards and Technology Cybersecurity Framework.
Managing Material Risks & Integrated Overall Risk Management To manage cybersecurity risk and threats, we have developed and continuously review and update our internal risk controls (“Cyber Risk Controls”), which include administrative, physical, and technical controls and which are aligned to the CIS Critical Security Controls Framework.
Certain members of our Audit Committee have specific experience in 45 Table of Contents information security and cybersecurity, and the Company has made cybersecurity training available to members of the Audit Committee.
Certain members of our Audit Committee have specific experience in information security and cybersecurity, and the Company has made cybersecurity training available to members of the Audit Committee.
Material Impact from Cybersecurity Incidents While we have experienced and will continue to experience varying cyber incidents in the normal conduct of our business, thus far to our knowledge, such incidents have not materially affected, and are not reasonably likely to materially affect, the Company, including its business strategy, results of operations, or financial condition.
Material Impact from Cybersecurity Incidents While we have experienced and will continue to experience varying cyber incidents in the normal conduct of our business, thus far to our knowledge, such incidents have not materially affected, and are not reasonably likely to materially affect, the Company, including its business strategy, results of operations, or financial condition. 46 Table of Contents Governance Management Personnel Our internal cybersecurity control group has responsibility for assessing, monitoring, and managing risks related to cybersecurity threats.
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Governance Management Personnel Our internal cybersecurity control group has responsibility for assessing, monitoring, and managing risks related to cybersecurity threats. The control group is comprised of members of senior leadership, including in-house legal counsel, and multiple independent third-party Certified Information Systems Security Professional (CISSP) Information Technology and Cybersecurity consultants.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeEstimated Reserves at SEC Pricing (1) December 31, 2024 2023 Estimated Proved Reserves: Crude Oil (MBbls) 5,315 361 NGLs (MBbls) 68,110 18,444 Natural gas (MMcf) 8,613 1,156 Total (MBoe) 25,279 4,591 Percent Proved Developed (2) 100 % 100 % Estimated Proved Developed Reserves: Crude Oil (MBbls) Producing 5,134 251 Non-Producing 181 110 Total 5,315 361 Natural gas (MMcf) Producing 66,173 14,119 Non-Producing 1,937 4,325 Total 68,110 18,444 NGLs (MBbls) Producing 8,373 924 Non-Producing 240 232 Total 8,613 1,156 Total Proved Developed Reserves (MBoe) (2) 25,279 4,591 Estimated Proved Undeveloped Reserves: Total Proved Undeveloped Reserves (MBoe) (2) — — _________________________ (1) Prices for natural gas, oil and NGLs, respectively, used in preparing Benchmark’s estimated proved reserves based on SEC rules and regulations regarding oil and natural gas reserve reporting (i) at December 31, 2024 were $72.01 per Bbl for crude oil, $0.86 per Mcf for natural gas and $25.16 per Bbl for NGLs, and (ii) at December 31, 2023 were $75.73 per Bbl for crude oil, $1.65 per Mcf for natural gas and $28.16 per Bbl for NGLs.
Biggest changeEstimated Reserves at SEC Pricing (1) December 31, 2025 2024 Estimated Proved Reserves: Crude Oil (MBbls) 7,631 5,315 NGLs (MBbls) 85,500 68,110 Natural gas (MMcf) 11,122 8,613 Total (MBoe) 33,003 25,279 Percent Proved Developed (2) 68 % 100 % Estimated Proved Developed Reserves: Crude Oil (MBbls) Producing 4,358 5,134 Non-Producing 465 135 Behind Pipe 51 46 Total 4,874 5,315 Natural gas (MMcf) Producing 56,200 66,173 Non-Producing 3,831 1,299 Behind Pipe 678 638 Total 60,709 68,110 NGLs (MBbls) Producing 6,757 8,373 Non-Producing 554 192 Behind Pipe 51 48 Total 7,362 8,613 Total Proved Developed Reserves (MBoe) (2) 22,354 25,279 Estimated Proved Undeveloped Reserves: Total Proved Undeveloped Reserves (MBoe) (2) 10,649 — _________________________ (1) Net realized prices for natural gas, oil and NGLs, respectively, used in preparing Benchmark’s estimated proved reserves based on SEC rules and regulations regarding oil and natural gas reserve reporting (i) at December 31, 2025 were $63.02 per Bbl for crude oil, $1.96 per Mcf for natural gas and $22.35 per Bbl for NGLs, and (ii) at December 31, 2024 were $72.01 per Bbl for crude oil, $0.86 per Mcf for natural gas and $25.16 per Bbl for NGLs. 49 Table of Contents (2) In connection with our investment in Benchmark in November 2023 and Benchmark’s subsequent acquisition of the Revolution assets in 2024, we commenced an evaluation of the development potential of Benchmark’s undrilled assets.
Certain new producing properties were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a relatively high degree of accuracy. Non-producing and behind pipe reserve estimates were forecast using either production performance, volumetric or analogy methods, or a combination of each.
Certain new producing properties were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a relatively high degree of accuracy. Non-producing and behind pipe reserve estimates were forecast using either production performance, analogy methods, or a combination of each.
In addition, our leases typically provide that the lease does not expire at the end of the primary term if 52 Table of Contents drilling operations have been commenced. While we generally expect to establish production from most of our acreage prior to expiration of the applicable lease terms, there can be no guarantee they can do so.
In addition, our leases typically provide that the lease does not expire at the end of the primary term if 53 Table of Contents drilling operations have been commenced. While we generally expect to establish production from most of our acreage prior to expiration of the applicable lease terms, there can be no guarantee they can do so.
Refer to Note 15 to the consolidated financial statements elsewhere herein for additional information. Intellectual Property Operations Our Patent Licensing, Enforcement and Technologies Business, is based in Frisco, Texas, where we lease office space under a lease agreement that expires in 2025. One additional subsidiary leases office space in Austin, Texas that expires in 2025.
Refer to Note 15 to the consolidated financial statements elsewhere herein for additional information. Intellectual Property Operations Our Patent Licensing, Enforcement and Technologies Business, is based in Frisco, Texas, where we lease office space under a lease agreement that expires in 2026. One additional subsidiary leases office space in Austin, Texas that expires in 2026.
At December 31, 2024, we did not have any development wells or exploration wells in the process of being drilled, being completed or awaiting completion operations. Productive Wells The following table presents information relating to Benchmark’s productive wells as of December 31, 2024. Wells are classified as oil wells or natural gas wells according to their predominant production stream.
At December 31, 2025, we did not have any development wells or exploration wells in the process of being drilled, being completed or awaiting completion operations. Productive Wells The following table presents information relating to Benchmark’s productive wells as of December 31, 2025. Wells are classified as oil wells or natural gas wells according to their predominant production stream.
We believe that our Patent Licensing, Enforcement and Technologies Business’s facilities are adequate, suitable and of sufficient capacity to support its immediate needs. Industrial Operations Printronix conducts its foreign and domestic operations using leased facilities under non-cancelable operating leases that expire at various dates through 2026.
We believe that our Patent Licensing, Enforcement and Technologies Business’s facilities are adequate, suitable and of sufficient capacity to support its immediate needs. Industrial Operations Printronix conducts its foreign and domestic operations using leased facilities under non-cancelable operating leases that expire at various dates through 2028.
(4) Excludes ad valorem taxes and oil and natural gas production taxes. 51 Table of Contents Drilling and Development Activity The table below sets forth the number of gross and net productive and non-productive wells in which we owned a working interest drilled in the periods indicated.
(4) Excludes ad valorem taxes and oil and natural gas production taxes. 52 Table of Contents Drilling and Development Activity The table below sets forth the number of gross and net productive and non-productive wells in which we owned a working interest drilled in the periods indicated.
Please see the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Results of Operations” for information on our production, prices, and production cost. Our Energy Operations Business consists of the Company’s approximately 73.5% interest in Benchmark.
Please see the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Results of Operations” for information on our production, prices, and production costs. Our Energy Operations Business consists of the Company’s approximately 73.5% interest in Benchmark.
Brooker meets or exceeds the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers; he is proficient in judiciously applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.
Brooker meets or exceeds the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers; he is proficient in judiciously applying industry standard practices to engineering and geoscience 50 Table of Contents evaluations as well as applying SEC and other industry reserves definitions and guidelines.
The estimated reserves shown are for proved reserves only and do not include any unproved reserves classified as probable or possible reserves that might exist 47 Table of Contents for Benchmark’s properties, nor do they include any consideration that could be attributable to interests in unproved and unevaluated acreage beyond those tracts for which proved reserves have been estimated.
The estimated reserves shown are for proved reserves only and do not include any unproved reserves classified as probable or possible reserves that might exist for Benchmark’s properties, nor do they include any consideration that could be attributable to interests in unproved and unevaluated acreage beyond those tracts for which proved reserves have been estimated.
Refer to the Unaudited Supplemental Information on Oil and Natural Gas Properties included elsewhere in this Annual Report for additional discussion of the Standardized Measure and changes thereto: December 31, 2024 (in thousands) Standardized measure of discounted future net cash flows $166,159 Independent Petroleum Engineers We have engaged CGA to independently certify our estimated net proved reserves.
Refer to the Unaudited Supplemental Information on Oil and Natural Gas Properties included elsewhere in this Annual Report for additional discussion of the Standardized Measure and changes thereto: December 31, 2025 (in thousands) Standardized measure of discounted future net cash flows $205,102 Independent Petroleum Engineers We have engaged CGA to independently certify our estimated net proved reserves.
With respect to the property interests we own, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, production taxes, recompletion and development costs and product prices are based on the SEC regulations, geological maps, well logs, core analyses, and pressure measurements.
With respect to the property interests we own, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, production taxes, recompletion and development costs and product prices are based on the SEC regulations.
In preparing its reports, CGA evaluated properties representing all of Benchmark’s proved developed reserves at December 31, 2024 and 2023 in accordance with current SEC rules and regulations regarding oil and natural gas reserve reporting. Benchmark’s proved developed reserves accounted for 100% of its total proved reserves for such periods.
In preparing its reports, CGA evaluated properties representing all of Benchmark’s proved developed reserves at December 31, 2025 and 2024 in accordance with current SEC rules and regulations regarding oil and natural gas reserve reporting. Benchmark’s proved developed reserves accounted for 68% and 100% of its total proved reserves as of December 31, 2025 and 2024, respectively.
He is a member of the Society of Petroleum Engineers and Society of Petroleum Evaluation Engineers. 49 Table of Contents In accordance with applicable requirements of the SEC, estimates of our net proved reserves and future net revenues are made using average prices at the beginning of each month in the 12-month period prior to the date of such reserve estimates and are held constant throughout the life of the properties (except to the extent a contract specifically provides for escalation).
In accordance with applicable requirements of the SEC, estimates of our net proved reserves and future net revenues are made using average prices at the beginning of each month in the 12-month period prior to the date of such reserve estimates and are held constant throughout the life of the properties (except to the extent a contract specifically provides for escalation).
ITEM 2. PROPERTIES Corporate Our principal executive office is located in New York, New York, where we lease approximately 4,600 square feet of office space, under a lease agreement that expires in 2027.
ITEM 2. PROPERTIES Corporate Our principal executive office is located in New York, New York, where we lease approximately 5,300 square feet of office space, under a lease agreement that expires in 2031.
The number of wells drilled refers to the number of wells completed at any time during the period, regardless of when drilling was initiated. Year Ended December 31, 2024 Gross Net Exploratory wells Productive 1.0 0.80 Development wells Productive (1) 11.0 0.40 Total wells 12.0 1.20 ________________________ (1) Represents non-operated wells in which Benchmark holds a working interest.
The number of wells drilled refers to the number of wells completed at any time during the period, regardless of when drilling was initiated. Year Ended December 31, 2025 Gross Net Exploratory wells Productive — — Development wells Productive (1) 6.0 0.8 Total wells 23.0 1.0 ________________________ (1) Represents non-operated wells in which Benchmark holds a working interest.
Benchmark had not adopted a long-term development plan as of December 31, 2024 or 2023 and, in accordance with SEC rules, its undrilled assets could not be classified as having proved undeveloped reserves for such periods.
Benchmark had not adopted a long-term development plan as of December 31, 2024 or 2023 and, in accordance with SEC rules, its unproved and unevaluated properties could not be classified as having proved undeveloped reserves as of such dates.
Year Ended December 31, 2024 Net Production (1) Oil (MBbls) 364 Natural gas (MMcf) 4,678 NGLs (MBbls) 536 Total (MBoe) (2) 1,680 Average daily production (Boe/d) 4,601 Average Sales Prices (3) Oil (per Bbl) $ 72.62 Natural gas (per Mcf) $ 1.97 NGLs (per Bbl) $ 24.30 Average Production Costs (4) Total (per Boe) (4) $ 12.29 _________________________ (1) All of Benchmark’s production comes from the Anadarko Basin in Texas and Oklahoma.
Years Ended December 31, 2025 2024 Net Production (1) Oil (MBbls) 453 364 Natural gas (MMcf) 5,827 4,678 NGLs (MBbls) 657 536 Total (MBoe) (2) 2,081 1,680 Average daily production (Boe/d) 5,701 4,601 Average Sales Prices (3) Oil (per Bbl) $ 63.02 $ 72.62 Natural gas (per Mcf) $ 3.12 $ 1.97 NGLs (per Bbl) $ 22.96 $ 24.30 Average Production Costs (4) Total (per Boe) (4) $ 14.45 $ 12.29 _________________________ (1) All of Benchmark’s production comes from the Anadarko Basin in Texas and Oklahoma.
As of December 31, 2024 Benchmark had an approximate average working interest of 85.8% in all wells that it operated and an approximate average working interest of 13% in wells that it does not operate.
As of December 31, 2025 Benchmark had an approximate average working interest of 85.6% in all wells that it operated and an approximate average working interest of 10.1% in wells that it does not operate.
Benchmark had not adopted a long-term development plan as of December 31, 2024 or 2023 and, in accordance with SEC rules, its unproved and unevaluated properties could not be classified as having proved undeveloped reserves for such periods. As a result, Benchmark’s estimated net proved reserves at December 31, 2024 consist entirely of proved developed reserves.
Benchmark had not adopted a long-term development plan as of December 31, 2024 or 2023 and, in accordance with SEC rules, its unproved and unevaluated properties could not be classified as having proved undeveloped reserves as of such dates.
Production from Benchmark’s operated and non-operated wells during the year ended December 31, 2024 totaled 1,680 Mboe, or an average of 4.6 Mboe per day. 46 Table of Contents The following table presents certain production and operating information for Benchmark as of or for the year ended December 31, 2024, as applicable.
Production from Benchmark’s operated and non-operated wells during the year ended December 31, 2025 totaled 2,081 Mboe, or an average of 5.7 Mboe per day. The following table presents certain production and operating information for Benchmark as of or for the year ended December 31, 2025, as applicable.
As of December 31, 2024, Benchmark’s operated assets consisted of 551 gross (472 net) operated wells, and its non-operated assets consisted of an average working interest of 13% in 64 gross (8 net) wells including the assets acquired in the Revolution Transaction (as defined below).
As of December 31, 2025, Benchmark’s operated assets consisted of 554 gross (474 net) operated wells, and its non-operated assets consisted of an average working interest of 10% in 82 gross (8 net) wells including the assets acquired in the Revolution Transaction.
Due to normal production declines, increases or decreases in drilling activity and the effects of acquisitions or divestitures, the historical information presented below should not be interpreted as being indicative of future results.
These amounts represent Benchmark’s historical results of operations without making pro forma adjustments for any acquisitions, divestitures or drilling activity that occurred during the respective years. Due to normal production declines, increases or decreases in drilling activity and the effects of acquisitions or divestitures, the historical information presented below should not be interpreted as being indicative of future results.
Printronix's principal executive office is located in Irvine, California, under a lease agreement that expires in 2026. Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances.
Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances. We believe that Printronix’s facilities are adequate, suitable and of sufficient capacity to support its immediate needs.
Developed Acreage Undeveloped Acreage (1) Total Acreage (in thousands) Gross Net Gross Net Gross Net Anadarko Basin 1,151 148 122 8 1,273 156 _________________________ (1) Represents acreage that is not allocated or assignable to productive wells.
Developed Acreage Undeveloped Acreage (1) Total Acreage (in thousands) Gross Net Gross Net Gross Net Anadarko Basin 1,174 149 123 9 1,297 158 _________________________ (1) Represents acreage that is not allocated or assignable to productive wells.
We provide information to our independent reserve engineers about our crude oil, natural gas and NGLs properties which includes, but is not limited to, production profiles, ownership and production sharing rights, prices, costs and future drilling plans. Our independent reserve engineers prepare their own estimates of the reserves attributable to our properties.
Our controls over reserve estimation include engaging and retaining qualified independent petroleum and geological firms with respect to reserves information. We provide information to our independent reserve engineers about our crude oil, natural gas and NGLs properties which includes, but is not limited to, production profiles, ownership and production sharing rights, prices, costs and future drilling plans.
Rachel received a Bachelor of Science in Biological Engineering with high distinction from the University of Arkansas in 2012 and a Masters of Business Administration from the University of Oklahoma in 2018. Mrs. Henderson has over 12 years of oil and gas experience, with her entire career focused on reservoir engineering.
Rachel received a Bachelor of Science in Biological Engineering with high distinction from the University of Arkansas in 2012 and a Masters of Business Administration from the University of Oklahoma in 2018. Mrs.
Manufacturing Operations Deflecto’s primary corporate and manufacturing offices are located in Indianapolis. Deflecto conducts its foreign and domestic operations using leased facilities under non-cancelable operating leases that expire at various dates through 2031. Deflecto leases other warehouses and manufacturing sites located in the United States, United Kingdom, Canada and China.
Refer to Note 15 to the consolidated financial statements elsewhere herein for additional information. Manufacturing Operations Deflecto’s primary corporate and manufacturing offices are located in Indianapolis. Deflecto conducts its foreign and domestic operations using leased facilities under non-cancelable operating leases that expire at various dates through 2031.
As of December 31, 2024 Productive Wells (1) Average Daily Production (2) Estimated Proved Reserves (3) Total Net Acreage Gross Net (Boe/d) (Mboe) Texas/Oklahoma Anadarko Basin 155,861 615 480 4,601 25,279 _________________________ (1) Benchmark’s operated and non-operated productive wells. (2) Represents the average daily production for the year ended December 31, 2024 from Benchmark’s operated and non-operated producing wells.
As of December 31, 2025 Productive Wells (1) Average Daily Production (2) Estimated Proved Reserves (3) Total Net Acreage Gross Net (Boe/d) (Mboe) % Developed Texas/Oklahoma Anadarko Basin 155,861 636 482 5,701 33,003 68 % _________________________ (1) Benchmark’s operated and non-operated productive wells.
(2) In connection with our investment in Benchmark in November 2023 and Benchmark’s subsequent acquisition of the Revolutions assets in 2024, we commenced an evaluation of the development potential of Benchmark’s undrilled assets.
(2) Represents the average daily production for the year ended December 31, 2025 from Benchmark’s operated and non-operated producing wells. (3) In connection with our investment in Benchmark in November 2023 and Benchmark’s subsequent acquisition of the Revolution assets in 2024, we commenced an evaluation of the development potential of Benchmark’s undrilled assets.
We believe that Deflecto’s facilities are adequate, suitable and of sufficient capacity to support its immediate needs.
Deflecto leases other warehouses and manufacturing sites located in the United States, United Kingdom, Canada and China. We believe that Deflecto’s facilities are adequate, suitable and of sufficient capacity to support its immediate needs.
Oil and Natural Gas Reserves Summary of Net Proved Reserves The table below presents Benchmark’s estimated net proved reserves for the periods indicated based on reports prepared by Cawley, Gillespie & Associates (“CGA”), Benchmark’s third-party independent reserve engineers.
All proved undeveloped reserves as of December 31, 2025 are part of a development plan adopted by Benchmark in 2025 indicating that such locations are scheduled to be drilled within five years of initial booking. 48 Table of Contents Oil and Natural Gas Reserves Summary of Net Proved Reserves The table below presents Benchmark’s estimated net proved reserves for the periods indicated based on reports prepared by Cawley, Gillespie & Associates (“CGA”), Benchmark’s third-party independent reserve engineers.
Benchmark’s reservoir engineering department meets with CGA to review properties and discuss evaluation methods and assumptions used in CGA’s proved reserves estimates, in accordance with Benchmark’s prescribed internal control procedures. Our controls over reserve estimation include engaging and retaining qualified independent petroleum and 50 Table of Contents geological firms with respect to reserves information.
Henderson has over 13 years of oil and gas experience, with her entire career focused on reservoir engineering. 51 Table of Contents Benchmark’s reservoir engineering department meets with CGA to review properties and discuss evaluation methods and assumptions used in CGA’s proved reserves estimates, in accordance with Benchmark’s prescribed internal control procedures.
Standardized Measure The following table sets forth the standardized measure of discounted future net cash flows (the “Standardized Measure”) of Benchmark proved reserves as of the period presented.
This increase was partially offset by production in 2025 of 2,081 Mboe, as well as net downward revisions of prior estimates for proved reserves of 1,961 Mboe. Standardized Measure The following table sets forth the standardized measure of discounted future net cash flows (the “Standardized Measure”) of Benchmark proved reserves as of the period presented.
Oil Wells Natural Gas Wells Total Wells Gross Net Gross Net Gross Net Anadarko Basin Operated Wells 245 205 306 267 551 472 Non-Operated Wells 42 4 22 4 64 8 Total 287 209 328 271 615 480 Acreage The following table summarizes Benchmark’s estimated gross and net developed and undeveloped acreage as of December 31, 2024.
Oil Wells Natural Gas Wells Total Wells Gross Net Gross Net Gross Net Anadarko Basin Operated Wells 245 204 309 270 554 474 Non-Operated Wells 61 4 21 4 82 8 Total 306 208 330 274 636 482 Acreage The following table summarizes Benchmark’s estimated gross and net developed and undeveloped acreage as of December 31, 2025.
As a result, Benchmark’s estimated net proved reserves at December 31, 2024 and 2023 consist entirely of proved developed reserves. 48 Table of Contents Changes in Proved Reserves The following table summarizes changes in our estimated proved reserves at December 31, 2024: Proved Reserves (1) (MBoe) Balance at December 31, 2023 4,591 Production (1,680) Revisions of previous estimates (298) Purchase of reserves 22,666 Balance at December 31, 2024 25,279 _________________________ (1) Benchmark’s estimated net proved reserves at December 31, 2024 and 2023 consist entirely of proved developed reserves.
Changes in Proved Reserves The following table summarizes changes in our estimated proved reserves at December 31, 2025: Proved Reserves (MBoe) Balance at December 31, 2024 25,279 Production (2,081) Revisions of previous estimates (1,961) Extensions and discoveries 9,600 Purchase of reserves 2,166 Balance at December 31, 2025 33,003 Benchmark’s estimated proved reserves increased 31% from 25,279 MBoe at December 31, 2024 to 33,003 MBoe at December 31, 2025.
Production, Prices and Production Costs The price that Benchmark receives for the oil, natural gas and NGLs it produces is largely a function of market supply and demand. Demand has historically been affected by global economic conditions, including recession concerns, conflicts involving oil producing regions, and weather and other seasonal conditions.
Demand has historically been affected by global economic conditions, including recession concerns, conflicts involving oil producing regions, and weather and other seasonal conditions. The following table sets forth Benchmark’s production volumes, average prices received and average production costs during the periods indicated.
Removed
We believe that Printronix’s facilities are adequate, suitable and of sufficient capacity to support its immediate needs. Refer to Note 15 to the consolidated financial statements elsewhere herein for additional information.
Added
Printronix's principal executive office is located in Irvine, California, under a lease 47 Table of Contents agreement that expires in 2028.
Removed
(3) In connection with our investment in Benchmark in November 2023 and Benchmark’s subsequent acquisition of the Revolution assets in 2024, we commenced an evaluation of the development potential of Benchmark’s unproved properties.
Added
All proved undeveloped reserves as of December 31, 2025 are part of a development plan adopted by Benchmark in 2025 indicating that such locations are scheduled to be drilled within five years of initial booking.
Removed
Benchmark’s estimated proved reserves increased 451% from 4,591 MBoe at December 31, 2023 to 25,279 MBoe at December 31, 2024. This increase in proved reserves was primarily attributable to the Revolution Acquisition in April 2024, which increased our proved reserves by 22,666 Mboe during 2024.
Added
This increase in proved reserves was primarily attributable to extensions of reserves previously classified as unproved reserves as of December 31, 2024 and are currently presented as proved undeveloped reserve as of December 31, 2025.
Removed
This increase was partially offset by production in 2024 of 1,680 Mboe, as well as net downward revisions of prior estimates for proved reserves of 298 Mboe. 789 Mboe of the downward revisions are due to price decreases in the trailing 12-month averages for oil, gas and NGLs that was partially offset by 491 Mboe of positive revisions due to the performance of our wells due to the positive impact of our 2024 worker programs.
Added
He is a member of the Society of Petroleum Engineers and Society of Petroleum Evaluation Engineers.
Removed
The reserves estimates for our assets shown herein have been independently evaluated by CGA . As discussed in Item 9A, “Controls and Procedures,” we concluded our disclosure controls and procedures related to Benchmark were not effective as of December 31, 2024, resulting in a material weakness over financial reporting related to Benchmark.
Added
Our independent reserve engineers prepare their own estimates of the reserves attributable to our properties. The reserves estimates for our assets shown herein have been independently evaluated by CGA. Production, Prices and Production Costs The price that Benchmark receives for the oil, natural gas and NGLs it produces is largely a function of market supply and demand.
Removed
While the material weakness affects systems that provide input into the reserves process, there were no identified material misstatements to our current year financial statements, no restatements of prior period financial statements and no changes in previously released financial results required as a result of these control deficiencies, including to Benchmark’s reserve estimations.
Removed
The following table sets forth Benchmark’s production volumes, average prices received and average production costs during the periods indicated. These amounts represent Benchmark’s historical results of operations without making pro forma adjustments for any acquisitions, divestitures or drilling activity that occurred during the respective years.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+0 added−0 removed8 unchanged
Biggest changeUnfavorable or adverse outcomes may result in losses, exhaustion of financial resources or other adverse effects which could encumber our Intellectual Property Operations Business’s ability to effectively and efficiently monetize its assets. Refer to Note 15 to the consolidated financial statements elsewhere herein for additional information related to current legal proceedings. ITEM 4.
Biggest changeUnfavorable or adverse outcomes may result in losses, exhaustion of financial resources or other adverse effects which could encumber our Intellectual Property Operations Business’s ability to effectively and efficiently monetize its assets. Refer to Note 16 to the consolidated financial statements elsewhere herein for additional information related to current legal proceedings. ITEM 4.
We believe that any liability arising from these actions will not have a material adverse effect on our consolidated financial position, operational results or cash flow. For information regarding certain pending litigation, see Note 15 to our consolidated financial statements.
We believe that any liability arising from these actions will not have a material adverse effect on our consolidated financial position, operational results or cash flow. For information regarding certain pending litigation, see Note 16 to our consolidated financial statements.
MINE SAFETY DISCLOSURES None. 53 Table of Contents PART II
MINE SAFETY DISCLOSURES None. 54 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+1 added−4 removed2 unchanged
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock trades on The Nasdaq Global Select Market under the symbol “ACTG.” Holders of Common Stock On March 12, 2025, there were 52 owners of record of our common stock.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock trades on The Nasdaq Global Select Market under the symbol “ACTG.” Holders of Common Stock On March 9, 2026, there were 48 owners of record of our common stock.
The decision to institute a dividend is at the discretion of, and rests with Acacia’s Board of Directors. Securities Authorized for Issuance under Equity Compensation Plans Information required by this item is incorporated by reference to our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders. Recent Sales of Unregistered Securities None.
The decision to institute a dividend is at the discretion of, and rests with Acacia’s Board of Directors. Securities Authorized for Issuance under Equity Compensation Plans Information required by this item is incorporated by reference to our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders. Recent Sales of Unregistered Securities None.
Removed
Stock Repurchases Issuer Purchases of Equity Securities (1) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Program (In thousands) October 1, 2024 - October 31, 2024 1,175,872 $ 4.64 1,175,872 $ 7,310 November 1, 2024 - November 30, 2024 798,398 $ 4.50 798,398 $ 3,721 December 3, 2024 - December 31, 2024 846,969 $ 4.50 846,969 $ — Total repurchases in the quarter 2,821,239 $ 4.56 2,821,239 (1) On November 9, 2023, the Board approved a stock repurchase program (the “Repurchase Program”) for up to $20.0 million of the Company’s common stock, subject to a cap of 5,800,000 shares of common stock.
Added
Stock Repurchases There were no stock repurchases during the quarter ended December 31, 2025. Refer to Note 17 to the consolidated financial statements elsewhere herein for additional information related to past repurchase programs. ITEM 6. [Reserved] Not applicable. 55 Table of Contents
Removed
The Repurchase Program has no time limit and does not require the repurchase of a minimum number of shares. The common stock may be repurchased on the open market, in block trades, or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Exchange Act of 1934, as amended.
Removed
Under the Repurchase Program as of December 31, 2024, we have repurchased a total of 4,358,361 shares at an average price per share of $4.61, 54 Table of Contents for a total of $20.0 million. As of December 31, 2024, the Repurchase Program has been completed. Refer to Note 16 to the consolidated financial statements elsewhere herein for additional information.
Removed
ITEM 6. [Reserved] Not applicable. 55 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

108 edited+32 added−62 removed65 unchanged
Biggest changeRefer to Note 11 to the accompanying consolidated financial statements for additional information. 71 Table of Contents Cash Flows Summary The net change in cash and cash equivalents for the periods presented was comprised of the following: Years Ended December 31, 2024 2023 (In thousands) Net cash (used in) provided by: Operating activities $ 50,122 $ (22,506) Investing activities (212,963) 16,178 Financing activities 97,556 58,632 Effect of exchange rates on cash and cash equivalents (926) 1 (Decrease) increase in cash and cash equivalents $ (66,211) $ 52,305 Cash Flows from Operating Activities Cash flows from operating activities were comprised of the following for the periods presented: Years Ended December 31, 2024 2023 (In thousands) Net (loss) income including noncontrolling interests in subsidiaries $ (34,698) $ 68,930 Adjustments to reconcile net loss including noncontrolling interests in subsidiaries to net cash provided by (used in) operating activities: Depreciation, depletion and amortization 33,574 14,728 Accretion of asset retirement obligation 986 — Change in fair values Series A redeemable convertible preferred stock embedded derivatives and Series B warrants — (6,716) Gain on exercise of Series B warrants — (1,525) Compensation expense for share-based awards 4,795 3,297 Loss (gain) on foreign currency exchange 370 (53) Change in fair value of equity securities 31,412 (31,423) (Gain) loss on sale of equity securities (28,861) 10,930 Unrealized loss (gain) on derivatives 610 (781) Earnings on equity investment in joint venture — (4,167) Deferred income taxes, net of acquired net deferred tax assets (6,051) (3,657) Changes in assets and liabilities: Accounts receivable 69,225 (70,313) Inventories 1,054 3,301 Prepaid expenses and other assets (9,329) (820) Accounts payable and accrued expenses (8,124) (4,651) Royalties and contingent legal fees payable (5,338) 751 Deferred revenue 497 (337) Net cash provided by (used in) operating activities $ 50,122 $ (22,506) 72 Table of Contents Cash receipts from ARG’s licensees totaled $91.3 million and $12.2 million for the years ended December 31, 2024 and 2023, respectively.
Biggest changeCash Flows Summary The net change in cash and cash equivalents for the periods presented was comprised of the following: Years Ended December 31, 2025 2024 (In thousands) Net cash provided by (used in): Operating activities $ 75,242 $ 50,122 Investing activities (21,007) (212,963) Financing activities (22,733) 97,556 Effect of exchange rates on cash and cash equivalents 1,337 (926) Increase (decrease) in cash and cash equivalents $ 32,839 $ (66,211) 70 Table of Contents Cash Flows from Operating Activities Cash flows from operating activities were comprised of the following for the periods presented: Years Ended December 31, 2025 2024 (In thousands) Net income (loss) including noncontrolling interests in subsidiaries $ 24,470 $ (34,698) Adjustments to reconcile net income (loss) including noncontrolling interests in subsidiaries to net cash provided by (used in) operating activities: Depreciation, depletion and amortization 43,348 33,574 Accretion of asset retirement obligation 1,734 986 Loss on disposal of assets 169 — Compensation expense for share-based awards 5,738 4,795 (Gain) loss on foreign currency exchange (414) 370 Change in fair value of equity securities (1,092) 31,412 Loss (gain) on sale of equity securities 25 (28,861) Unrealized (gain) loss on derivatives (3,718) 610 Deferred income taxes 4,839 (6,051) Changes in operating assets and liabilities: Accounts receivable 664 69,225 Inventories 212 1,054 Prepaid expenses and other assets (5,286) (9,329) Accounts payable and accrued expenses 3,143 (8,124) Royalties and contingent legal fees payable 1,312 (5,338) Deferred revenue 98 497 Net cash provided by operating activities $ 75,242 $ 50,122 Cash receipts from ARG’s licensees totaled $76.7 million and $91.3 million for the years ended December 31, 2025 and 2024, respectively.
Under Acacia’s ownership, Deflecto is a market leader across each of its segments and end markets, supplying essential, regulatory mandated products to a blue-chip customer base via long-term relationships with more than 1,500 leading retail, wholesale and OEM customers and distribution partners globally.
Under Acacia’s ownership, Deflecto is a market leader across each of its segments and end markets, supplying essential, regulatory mandated products to a blue-chip customer base via long-term relationships with more than 1,500 leading retail, wholesale and OEM customers and distribution partners globally.
Industrial Operations Refer to “Industrial Operations Business” above for information related to Printronix’s operating activities. Energy Operations Refer to “Energy Operations Business” above for information related to Benchmark’s operating activities. 62 Table of Contents Manufacturing Operations Refer to “Manufacturing Operations Business” above for information related to Deflecto’s operating activities.
Industrial Operations Refer to “Industrial Operations Business” above for information related to Printronix’s operating activities. 62 Table of Contents Energy Operations Refer to “Energy Operations Business” above for information related to Benchmark’s operating activities. Manufacturing Operations Refer to “Manufacturing Operations Business” above for information related to Deflecto’s operating activities.
The economic terms of patent portfolio related partnering agreements and contingent legal fee arrangements, if any, including royalty obligations, if any, royalty rates, contingent fee rates and other terms and conditions, vary across the patent portfolios owned or controlled by our operating subsidiaries. In certain instances, we have invested in certain patent portfolios without future patent partner royalty obligations.
The economic terms of patent portfolio related partnering agreements and contingent legal fee arrangements, if any, including royalty obligations, if any, royalty rates, contingent fee rates and other terms and conditions, vary across the patent portfolios owned or controlled by our operating subsidiaries. In certain instances, we have invested in patent portfolios without future patent partner royalty obligations.
We believe that of the significant accounting policies discussed in Note 2 to the consolidated financial statements included elsewhere herein, the following accounting policies require our most difficult, subjective or complex assumptions, judgments and estimates: • revenue recognition; • estimates of crude oil and natural gas reserves and values and standardized measure of discounted future net cash flows • valuation of long-lived assets, goodwill and other intangible assets; • accounting for income taxes.
We believe that of the significant accounting policies discussed in Note 2 to the consolidated financial statements included elsewhere herein, the following accounting policies require our most difficult, subjective or complex assumptions, judgments and estimates: • revenue recognition; • estimates of crude oil and natural gas reserves and values and standardized measure of discounted future net cash flows; • valuation of long-lived assets, goodwill and other intangible assets; and • accounting for income taxes.
Acacia made a control investment in Benchmark and intends to utilize its significant capital base to acquire predictable and shallow decline, cash-flowing oil and gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage.
Acacia made a control investment in Benchmark and intends to utilize its significant capital base to acquire predictable and shallow decline, cash-flowing oil and natural gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage.
The oil and natural gas industry and the broader U.S. economy have experienced higher than expected inflationary pressures in recent years related to increases in oil and natural gas prices, continued supply chain disruptions, labor shortages and geopolitical instability, among other pressures.
Inflation The oil and natural gas industry and the broader U.S. economy have experienced higher than expected inflationary pressures in recent years related to increases in oil and natural gas prices, continued supply chain disruptions, labor shortages and geopolitical instability, among other pressures.
However, we may not complete any acquisitions, and any acquisitions that we complete will be costly and could negatively affect our results of operations, and dilute our stockholders’ ownership, or cause us to incur significant expense, and we may not realize the expected benefits of acquisitions.
However, we may not complete any acquisitions, and any acquisitions that we complete may be costly and could negatively affect our results of operations, and dilute our stockholders’ ownership, or cause us to incur significant expense, and we may not realize the expected benefits of acquisitions.
Furthermore, we intend to grow our company by acquiring additional operating businesses and intellectual property assets. We expect to finance such acquisitions through cash on hand or by engaging in equity or debt financing.
Furthermore, we intend to grow our company by acquiring additional operating businesses, energy assets and intellectual property assets. We expect to finance such acquisitions through cash on hand or by engaging in equity or debt financing.
On April 17, 2024, Benchmark consummated the Revolution Transaction contemplated in the Revolution Purchase Agreement pursuant to which Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells, for a purchase price of $145 million in cash, subject to customary post-closing adjustments (as described further in Note 1 to the accompanying consolidated financial statements).
Recent Acquisitions On April 17, 2024, Benchmark consummated the Revolution Transaction contemplated in the Revolution Purchase Agreement pursuant to which Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells, for a purchase price of $145 million in cash, subject to customary post-closing adjustments (as described further in Note 1 to the accompanying consolidated financial statements).
Patent infringement trials are components of its overall patent licensing process and are one of many factors that contribute to possible future revenue generating opportunities. Scheduled trial dates, as promulgated by the respective court, merely provide an indication of when, in future periods, the trials may occur according to the court’s scheduling calendar at a specific point in time.
Patent infringement trials are components of ARG’s overall patent licensing process and are one of many factors that contribute to possible future revenue generating opportunities. Scheduled trial dates, as promulgated by the respective court, merely provide an indication of when, in future periods, the trials may occur according to the court’s scheduling calendar at a specific point in time.
For additional information regarding ARG’s patent portfolio valuation estimates, refer to Note 2 to the consolidated financial statements. The Company did not record any long-lived asset, patent or other intangible asset impairment charges for the years ended December 31, 2024 and 2023. Goodwill asset impairment reviews include determining the estimated fair values of our reporting units.
For additional information regarding ARG’s patent portfolio valuation estimates, refer to Note 2 to the consolidated financial statements. The Company did not record any long-lived asset, patent or other intangible asset impairment charges for the years ended December 31, 2025 and 2024. Goodwill asset impairment reviews include determining the estimated fair values of our reporting units.
The Company did not record any goodwill impairment charges for the years ended December 31, 2024 and 2023. Accounting for Income Taxes As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate.
The Company did not record any goodwill impairment charges for the years ended December 31, 2025 and 2024. Accounting for Income Taxes As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate.
Due to uncertainties related to our ability to utilize certain deferred tax assets in future periods, we have recorded a partial valuation allowance against our net deferred tax assets as of December 31, 2024 and 2023. These assets primarily consist of foreign tax credits and net operating loss carryforwards.
Due to uncertainties related to our ability to utilize certain deferred tax assets in future periods, we have recorded a partial valuation allowance against our net deferred tax assets as of December 31, 2025 and 2024. These assets primarily consist of foreign tax credits and net operating loss carryforwards.
Benchmark recognizes revenue when performance obligations are satisfied at the point control of the product is transferred to the customer.
Revenue Recognition Benchmark recognizes revenue when performance obligations are satisfied at the point control of the product is transferred to the customer.
Through the end of December 31, 2024, we have received proceeds of $564.1 million as we monetized the Life Sciences portfolio. We retained an investment in the Life Sciences Portfolio consisting of public and private securities valued at $25.7 million at December 31, 2024.
Through the end of December 31, 2025, we have received proceeds of $564.1 million as we monetized the Life Sciences portfolio. We retained an investment in the Life Sciences Portfolio consisting of public and private securities valued at $25.7 million at December 31, 2025.
In particular, our facilities lease obligations, guarantees and certain contingent obligations are further described in Note 15 to the accompanying consolidated financial statements. Historically, we have not entered into off-balance sheet financing arrangements.
In particular, our facilities lease obligations, guarantees and certain contingent obligations are further described in Note 16 to the accompanying consolidated financial statements. Historically, we have not entered into off-balance sheet financing arrangements.
Patent Licensing and Enforcement Patent Litigation Trial Dates and Related Trials As of the date of this Annual Report, our Patent Licensing, Enforcement and Technologies Business has two pending patent infringement case with scheduled trial dates in the next twelve months.
Patent Licensing and Enforcement Patent Litigation Trial Dates and Related Trials As of the date of this Annual Report, our Patent Licensing, Enforcement and Technologies Business has one pending patent infringement case with scheduled trial dates in the next twelve months.
In addition to the following results of operations discussion, more information related to our Intellectual Property Operations, Industrial Operations, Energy Operations and Manufacturing Operations segment revenues may be found in Notes 2 and 21 to the consolidated financial statements.
In addition to the following results of operations discussion, more information related to our Intellectual Property Operations, Industrial Operations, Energy Operations and Manufacturing Operations segment revenues may be found in Notes 2 and 22 to the consolidated financial statements.
We find unique situations, bring a flexible and creative approach to transacting, and rely on our relationships and expertise to drive continual improvement in operating performance. We approach transactions as business owners and operators rather than purely as financial investors, and we believe this is our core differentiator for creating long-term value for shareholders and partners.
We find unique situations and bring a flexible and creative approach to transacting, combining relationships and expertise to drive continual improvement in operating performance. We approach transactions as business owners and operators rather than purely as financial investors, and we believe this is our core differentiator for creating long-term value for shareholders and partners.
On January 19, 2024, we completed the sale of our 33,023,210 shares of Arix Bioscience PLC (“Arix”) to RTW Biotech Opportunities Operating Ltd, a subsidiary of RTW Biotech Opportunities Ltd, for $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP).
On January 19, 2024, we completed the sale of our 33,023,210 shares of Arix Bioscience PLC (“Arix”) to RTW Biotech Opportunities Operating Ltd, a subsidiary of RTW Biotech Opportunities Ltd, for $57.1 million in aggregate (representing £1.43 per share at an 59 Table of Contents exchange rate of 1.2087 USD/GBP).
We regularly evaluate opportunities to acquire new businesses, where our research, execution and operating partners can drive attractive earnings and book value per share growth.
We regularly evaluate opportunities to acquire new businesses, where our research, execution and operating partners can drive attractive earnings, cash flow and book value per share growth.
After the acquisition of Revolution, Benchmark’s existing assets consist of approximately 156,000 net acres and an interest in approximately 615 wells, the majority of which are operated. Acacia owns approximately 73.5% of Benchmark. Benchmark intends to enhance the value of such assets via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage.
After the acquisition of Revolution, Benchmark’s existing assets consist of approximately 155,000 net acres and an interest in approximately 600 wells, the majority of which are operated. Acacia owns approximately 73.5% of Benchmark. Benchmark intends to enhance the value of such assets via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage.
Our 2024 effective tax rate in each period differed from the U.S. federal statutory rate primarily due to foreign withholding taxes which we could not recognize as a foreign tax credit and non-deductible items.
Our 2024 effective tax rate differed from the U.S. federal statutory rate primarily due to foreign withholding taxes which we could not recognize as a foreign tax credit and non-deductible items.
In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of 75 Table of Contents the asset, an impairment loss is recorded in an amount equal to the excess of the asset’s carrying value over its fair value.
In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded in an amount equal to the excess of the asset’s carrying value over its fair value.
We discuss below the critical accounting assumptions, judgements and estimates associated with these policies. Historically, our critical accounting estimates relative to our significant accounting policies have not differed materially 74 Table of Contents from actual results. For further information on the related significant accounting policies, refer to Note 2 to the consolidated financial statements.
We discuss below the critical accounting assumptions, judgements and estimates associated with these policies. Historically, our critical accounting estimates relative to our significant accounting policies have not differed materially from actual results. For further information on the related significant accounting policies, refer to Note 2 to the consolidated financial statements.
Deflecto manufactures its products at nine manufacturing facilities across the United States, Canada, the United Kingdom and China Operating Activities Intellectual Property Operations Our Intellectual Property Operations revenues historically have fluctuated quarterly, and can vary significantly period to period, based on several factors including the following: • the dollar amount of agreements executed each period, which can be driven by the nature and characteristics of the technology or technologies being licensed and the magnitude of infringement associated with a specific licensee; • the specific terms and conditions of agreements executed each period including the nature and characteristics of rights granted, and the periods of infringement or term of use contemplated by the respective payments; • fluctuations in the total number of agreements executed each period; • the number of, timing, results and uncertainties associated with patent licensing negotiations, mediations, patent infringement actions, trial dates and other enforcement proceedings relating to our patent licensing and enforcement programs; • the relative maturity of licensing programs during the applicable periods; • other external factors, including the periodic status or results of ongoing negotiations, the status or results of ongoing litigations and appeals, actual or perceived shifts in the regulatory environment, impact of unrelated patent related judicial proceedings and other macroeconomic factors; • the willingness of prospective licensees to settle significant patent infringement cases and pay reasonable license fees for the use of our patented technology, as such infringement cases approach a court determined trial date; and • fluctuations in overall patent portfolio related enforcement activities which are impacted by the portfolio intake challenges discussed above.
Operating Activities Intellectual Property Operations Our Intellectual Property Operations revenues historically have fluctuated quarterly, and can vary significantly period to period, based on several factors including the following: • the dollar amount of agreements executed each period, which can be driven by the nature and characteristics of the technology or technologies being licensed and the magnitude of infringement associated with a specific licensee; • the specific terms and conditions of agreements executed each period including the nature and characteristics of rights granted, and the periods of infringement or term of use contemplated by the respective payments; • fluctuations in the total number of agreements executed each period; • the number of, timing, results and uncertainties associated with patent licensing negotiations, mediations, patent infringement actions, trial dates and other enforcement proceedings relating to our patent licensing and enforcement programs; • the relative maturity of licensing programs during the applicable periods; • other external factors, including the periodic status or results of ongoing negotiations, the status or results of ongoing litigations and appeals, actual or perceived shifts in the regulatory environment, impact of unrelated patent related judicial proceedings and other macroeconomic factors; • the willingness of prospective licensees to settle significant patent infringement cases and pay reasonable license fees for the use of our patented technology, as such infringement cases approach a court determined trial date; and • fluctuations in overall patent portfolio related enforcement activities which are impacted by the portfolio intake challenges discussed above.
Liquidity and Capital Resources General Our foreseeable material cash requirements as of December 31, 2024, are recognized as liabilities or generally are otherwise described in Note 15, “Commitments and Contingencies,” to the consolidated financial statements included elsewhere herein.
Liquidity and Capital Resources General Our foreseeable material cash requirements as of December 31, 2025, are recognized as liabilities or generally are otherwise described in Note 16, “Commitments and Contingencies,” to the consolidated financial statements included elsewhere herein.
In such event, a court may issue monetary sanctions against us or our operating subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material. At December 31, 2024, our primary sources of liquidity were cash and cash equivalents on hand and cash generated from our operating activities.
In such event, a court may issue monetary sanctions against us or our operating subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material. 69 Table of Contents At December 31, 2025, our primary sources of liquidity were cash and cash equivalents on hand and cash generated from our operating activities.
The Company has recorded a partial valuation allowance against our net deferred tax assets as of December 31, 2024 and 2023 on foreign tax credits and certain state net operating losses. Refer to Notes 2 and 19 to the consolidated financial statements elsewhere herein for additional income tax information.
The Company has recorded a partial valuation allowance against our net deferred tax assets as of December 31, 2025 and 2024 for foreign tax credits and certain state net operating losses. Refer to Notes 2 and 20 to the consolidated financial statements elsewhere herein for additional income tax information.
Recent Accounting Pronouncements The effects of accounting standards adopted in 2024 and the potential effects of accounting standards to be adopted in the future are described in Note 2 to consolidated financial statements included elsewhere herein. 76 Table of Contents
Recent Accounting Pronouncements The effects of accounting standards adopted in 2025 and the potential effects of accounting standards to be adopted in the future are described in Note 2 to consolidated financial statements included elsewhere herein. 75 Table of Contents
If we fail to obtain additional financing when needed, we may not be able to execute our business plans and our business, conducted by our operating subsidiaries, may suffer. Cash, Cash Equivalents and Investments Our consolidated cash, cash equivalents and equity securities totaled $297.0 million at December 31, 2024, compared to $403.2 million at December 31, 2023.
If we fail to obtain additional financing when needed, we may not be able to execute our business plans and our business, conducted by our operating subsidiaries, may suffer. Cash, Cash Equivalents and Investments Our consolidated cash, cash equivalents and equity securities totaled $324.3 million at December 31, 2025, compared to $297.0 million at December 31, 2024.
The patents and patent rights acquired in 2021 and 2020 have estimated economic useful lives of approximately five years. Industrial Operations Business Our Printronix subsidiary is a worldwide leader in multi‐technology supply‐chain printing solutions for a variety of industries, including auto manufacturing, transportation and logistics, retail distribution, food and beverage distribution, and pharmaceutical distribution.
The patents and patent rights acquired have estimated economic useful lives ranging from two to five years. Industrial Operations Business Our Printronix subsidiary is a worldwide leader in multi‐technology supply‐chain printing solutions for a variety of industries, including auto manufacturing, transportation and logistics, retail distribution, food and beverage distribution, and pharmaceutical distribution.
Non-recurring legacy legal expense Years Ended December 31, 2024 2023 $ Change % Change (In thousands, except percentage change values) Non-recurring legacy legal expense $ (14,857) $ — $ (14,857) n/a During the year ended December 31, 2024, we recorded $12.9 million in connection with the AIP Matter in other income (expense) and $2.0 million in other income (expense) in connection with the Slingshot settlement in the consolidated statements of operations.
Non-recurring legacy legal expense Years Ended December 31, 2025 2024 $ Change % Change (In thousands, except percentage change values) Non-recurring legacy legal expense $ — $ (14,857) $ 14,857 (100 %) During the year ended December 31, 2024, we recorded $12.9 million in connection with the AIP Matter in other income (expense) and an accrual of $2.0 million in other income (expense) in connection with the Slingshot settlement in the consolidated statements of operations.
The remainder of the Revolution Purchase Price was funded by a combination of borrowings under the Benchmark Revolving Credit Facility and a cash contribution of $15.25 million from other investors in Benchmark, including McArron Partners. Following closing of the Revolution Transaction, the 58 Table of Contents Company’s interest in Benchmark is approximately 73.5%.
The remainder of the Revolution Purchase Price was funded by a combination of borrowings under the Benchmark Revolving Credit Facility and a cash contribution of $15.25 million from other investors in Benchmark, including McArron Partners. As of December 31, 2025, the Company’s interest in 58 Table of Contents Benchmark is approximately 73.5%.
In addition, the obligations of our Energy Operations Business related to the 70 Table of Contents Benchmark Revolving Credit Facility and the obligations of our Manufacturing Operations Business related to the Deflecto Term Loan are further described in Note 11 to the accompanying consolidated financial statements.
In addition, the obligations of our Energy Operations Business related to the Benchmark Revolving Credit Facility and the obligations of our Manufacturing Operations Business related to the Deflecto Facility are further described in Note 11 to the accompanying consolidated financial statements.
This table shows production on a barrel of oil equivalent basis in which natural gas is converted to oil at the ratio of 6 Mcf of natural gas to one barrel of oil. This ratio may not be reflective of the current price ratio between two products.
This table shows production on a barrel of oil (“boe”) equivalent basis in which natural gas is converted to oil at the ratio of 6 thousand cubic feet (“Mcf”) of natural gas to one barrel of oil. This ratio may not be reflective of the current price ratio between two products.
Refer to Note 19 to the consolidated financial statements for additional information.
Refer to Note 20 to the consolidated financial statements for additional information.
Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Printronix’s revenue arrangements and related concentrations.
Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding our revenue arrangements and related concentrations for the periods presented herein.
Prior to Benchmark’s acquisition of additional assets in April 2024, Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated.
Benchmark is run by an experienced management team. Prior to Benchmark’s acquisition of additional assets in April 2024, Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated.
Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding our cash and cash equivalents and investments in equity securities.
Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding our cash and cash equivalents.
Energy Operations Business Headquartered in Austin, Texas, Benchmark is an independent oil and gas company that acquires, produces and develops oil and gas assets in Texas and Oklahoma. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring.
Energy Operations Business Headquartered in Austin, Texas, Benchmark is an independent oil and natural gas company that acquires, produces and develops oil and natural gas assets in Texas and Oklahoma. Benchmark is run by an experienced management team.
For more information, refer to the section entitled “ Manufacturing Operations ” below. Recent Business Developments and Trends Business Strategy We intend to grow our Company by acquiring additional operating businesses, energy assets and intellectual property assets.
Refer to Notes 3 and 11 for additional information related to the Deflecto Transaction and the Deflecto Term Loan, respectively. For more information, refer to the section entitled “ Manufacturing Operations Business ” below. Recent Business Developments and Trends Business Strategy We intend to grow our Company by acquiring additional operating businesses, energy assets and intellectual property assets.
Its products include emergency warning triangles and vehicle mudguards used by the transportation industry, various airducts and air registers used by the HVAC market and literature, sign holders and floormats used by the office market. Deflecto manufactures its products at nine manufacturing facilities across the United States, Canada, the United Kingdom and China.
As of December 31, 2025, Deflecto’s products include emergency warning triangles and vehicle mud flaps used by the transportation industry, various airducts and air registers used by the HVAC market and literature and sign holders used by the office market. Deflecto manufactures its products at nine manufacturing facilities across the United States, Canada, the United Kingdom and China.
Following closing, the Company’s interest in Benchmark is approximately 73.5%. 59 Table of Contents On October 18, 2024, Deflecto Purchaser, a wholly-owned subsidiary of Acacia, acquired Deflecto. Headquartered in Indianapolis, Indiana, Deflecto is a leading specialty manufacturer of essential products serving the commercial transportation, HVAC and office markets.
Following closing, the Company’s interest in Benchmark is approximately 73.5%. On October 18, 2024, we acquired Deflecto, a leading specialty manufacturer of essential products serving the commercial transportation, HVAC and office markets that is headquartered in Indianapolis, Indiana.
Refer to “Intellectual Property Operations – Cost of Revenues” below for further discussion. • Contingent legal fees decreased $8.7 million, from $11.0 million to $2.3 million in 2024, primarily due to the change in Intellectual Property Operations revenues described above.
Refer to “Intellectual Property Operations – Cost of Revenues” below for further discussion. • Contingent legal fees increased $5.3 million, from $2.3 million to $7.6 million in 2025, primarily due to the change in Intellectual Property Operations revenues described above.
Our reported cash provided by operations for the year ended December 31, 2024 was $50.1 million, compared to cash used in operations of $22.5 million in the prior year.
Our reported cash provided by operations for the year ended December 31, 2025 was $75.2 million, compared to cash provided by operations of $50.1 million in the prior year.
Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances.
Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances. This acquisition was made at what we believe to be an attractive purchase price.
Cost of Revenues Deflecto’s cost of revenues from October 18, 2024 through December 31, 2024 was $16.9 million. Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Deflecto’s cost of revenues.
Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Deflecto’s revenue arrangements and related concentrations. Cost of Revenues Deflecto’s cost of revenues for the year ended December 31, 2025 was $86.9 million and for the period from October 18, 2024 to December 31, 2024 was $16.9 million.
The Printronix business serves a diverse group of customers that operate across healthcare, food and beverage, manufacturing and logistics, and other sectors. This mature technology is known for its ability to operate in hazardous environments.
Printronix is a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services. The Printronix business serves a diverse group of customers that operate across healthcare, food and beverage, manufacturing and logistics, and other sectors. This mature technology is known for its ability to operate in hazardous environments.
We may also provide upfront capital to patent owners as an advance against future licensing revenue. Currently, on a consolidated basis, our operating subsidiaries own or control the rights to multiple patent portfolios, which include U.S. patents and certain foreign counterparts, covering technologies used in a variety of industries.
Currently, on a consolidated basis, our operating subsidiaries own or control the rights to multiple patent portfolios, which include U.S. patents and certain foreign counterparts, covering technologies used in a variety of industries.
Headquartered in Indianapolis, Indiana, Deflecto is a leading specialty manufacturer of essential products serving the commercial transportation, HVAC and office markets.
Manufacturing Operations On October 18, 2024, we acquired Deflecto a leading specialty manufacturer of essential products serving the commercial transportation, HVAC and office markets that is headquartered in Indianapolis, Indiana.
The Benchmark Revolving Credit Facility and Deflecto Revolving Credit Facility include covenants potentially limiting our borrowing capacity as determined by a leverage ratio. As of December 31, 2024, we were in compliance with all financial covenants applicable to our debt agreements.
The Benchmark Revolving Credit Facility and Deflecto Facility include covenants potentially limiting our borrowing capacity as determined by a leverage ratio. As of December 31, 2025, we were in compliance with all financial covenants applicable to the Benchmark Revolving Credit Facility and the Deflecto Facility. Refer to Note 11 to the consolidated financial statements elsewhere herein for additional information.
These rights were primarily granted on a perpetual basis, extending until the expiration of the underlying patents. Paid-up revenue decreased $70.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to a decrease in the number of new license agreements in 2024 and a decrease in average license fees.
These rights were primarily granted on a perpetual basis, extending until the expiration of the underlying patents. Paid-up revenue increased $59.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to an increase in average license fees per agreement.
ARG revenues decreased due to a decrease in the number of license agreements executed and a decrease in average license fees, which contributed to Intellectual Property Operations revenues decreasing by $69.6 million. Refer to “Investments in Patent Portfolios” above for additional information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues.
Intellectual Property Operations revenues increased due to an increase in average license fees, which contributed to Intellectual Property Operations revenues increasing by $58.8 million. Refer to “Investments in Patent Portfolios” above for additional information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues.
Estimated crude oil, natural gas and NGL reserves affect the carrying value of oil and gas properties, depreciation, depletion and amortizations, asset retirement obligations, and evaluation of impairment of oil and natural gas properties. Changes in the estimated reserves could have a significant impact on future results of operations.
Estimated crude oil, natural gas and NGL reserves affect the carrying value of oil and gas properties, depreciation, depletion and amortizations, asset retirement obligations, and evaluation of impairment of oil and natural gas properties.
Intellectual Property Operations Revenues ARG’s revenue activity for the periods presented included the following: Years Ended December 31, 2024 2023 $ Change % Change (In thousands, except percentage change values and count totals) Paid-up license revenue agreements $ 17,253 $ 87,835 $ (70,582) (80 %) Recurring license revenue agreements 2,272 1,321 951 72 % Total revenues $ 19,525 $ 89,156 $ (69,631) (78 %) New license agreements executed 9 16 (7) (44 %) Licensing and enforcement programs generating revenues 6 7 (1) (14 %) For the periods presented above, the majority of the revenue agreements executed during the relevant period provided for the payment of one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technology owned by our operating subsidiaries.
Intellectual Property Operations Revenues ARG’s revenue activity for the periods presented included the following: Years Ended December 31, 2025 2024 $ Change % Change (In thousands, except percentage change values and count totals) Paid-up license revenue agreements $ 76,865 $ 17,253 $ 59,612 346 % Recurring license revenue agreements 1,490 2,272 (782) (34 %) Total revenues $ 78,355 $ 19,525 $ 58,830 301 % New license agreements executed 6 9 (3) (33 %) Licensing and enforcement programs generating revenues 7 6 1 17 % Licensing and enforcement programs with initial revenues 1 — 1 n/m New patent portfolios 1 — 1 n/m For the periods presented above, the majority of the revenue agreements executed during the relevant period provided for the payment of one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technology owned by our operating subsidiaries.
Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and gas assets at attractive valuations. 61 Table of Contents Manufacturing Operations Business In October 2024, we acquired Deflecto.
Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and natural gas assets at attractive valuations. 61 Table of Contents Manufacturing Operations Business In October 2024, we acquired Deflecto, a leading specialty manufacturer of essential products serving the commercial transportation, HVAC and office markets that is headquartered in Indianapolis, Indiana.
In some cases, universities and other technology sources compete against us as they seek to develop and commercialize technologies. Universities may receive financing for basic research in exchange for the exclusive right to commercialize resulting inventions.
Our current or future relationships may not provide the volume or quality of technologies necessary to sustain our licensing, enforcement and overall business. In some cases, universities and other technology sources compete against us as they seek to develop and commercialize technologies. Universities may receive financing for basic research in exchange for the exclusive right to commercialize resulting inventions.
Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and gas assets at attractive valuations. The Company’s consolidated financial statements include Benchmark’s consolidated operations from November 13, 2023 through December 31, 2024. Refer to Note 1 to the consolidated financial statements elsewhere herein for additional information.
Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and natural gas assets at attractive valuations. Refer to Note 1 to the consolidated financial statements elsewhere herein for additional information. On April 17, 2024, Benchmark consummated the Revolution Transaction contemplated in the Revolution Purchase Agreement.
Under the terms and conditions of the Deflecto Stock Purchase Agreement, the aggregate consideration paid to the sellers in the Deflecto Transaction consisted of $103.7 million, subject to certain working capital, debt and other customary adjustments set forth in the Deflecto Stock Purchase Agreement.
The aggregate consideration paid to the Deflecto Sellers in the Deflecto Transaction consisted of $103.7 million in cash, subject to certain working capital, debt and other customary adjustments set forth in the Deflecto Stock Purchase Agreement, which was funded with a combination of borrowings under the $48.0 million Deflecto Term Loan and cash on hand.
Industrial Operations Revenues Printronix's net revenues for the periods presented included the following: Years Ended December 31, 2024 2023 $ Change % Change (In thousands, except percentage change value) Printers and parts $ 10,021 $ 12,513 $ (2,492) (20 %) Consumable products 17,054 19,091 (2,037) (11 %) Services 3,346 3,494 (148) (4 %) Total $ 30,421 $ 35,098 $ (4,677) (13 %) For the periods presented above, the majority of the contract agreements executed in the relevant period include various combinations of tangible products (which include printers, consumables and parts) and services.
Industrial Operations Revenues Printronix's net revenues for the periods presented included the following: Years Ended December 31, 2025 2024 $ Change % Change (In thousands, except percentage change value) Printers and parts $ 9,643 $ 10,021 $ (378) (4 %) Consumable products 15,454 17,054 (1,600) (9 %) Services 3,170 3,346 (176) (5 %) Total $ 28,267 $ 30,421 $ (2,154) (7 %) For the periods presented above, the majority of the contract agreements executed in the relevant period include various combinations of tangible products (which include printers, consumables and parts) and services.
While we partner from time to time with inventors and patent owners, ranging in size and including large corporations, we control and assume all responsibility in pursuing patent licensing and enforcement programs, and for the related operating expenses. When applicable, share licensing revenue, net of costs, with our patent partners after we have achieved our agreed upon minimum return threshold.
While we partner from time to time with inventors and patent owners, ranging in size and including large corporations, we control and assume all responsibility in pursuing patent licensing and enforcement programs, and for the related operating expenses.
Refer to Note 11 to the consolidated financial statements elsewhere herein for additional information regarding the Benchmark Revolving Credit Facility and the Deflecto Term Loan.
Refer to Note 11 to the consolidated financial statements elsewhere herein for additional information regarding the Benchmark Revolving Credit Facility and Deflecto Facility. On March 11, 2026, the Company entered into an amendment to the Deflecto Credit Agreement. Refer to Note 23 to the consolidated financial statements for additional information.
Refer to “Intellectual Property Operations – Cost of Revenues” below for further discussion. • Amortization of patents expense from our Intellectual Property Operations increased $4.7 million, from $11.4 million to $16.1 million in 2024, due to an increase in scheduled amortization from our additional preferential future returns paid from our existing patent portfolios.
Refer to “Intellectual Property Operations – Cost of Revenues” below for further discussion. • Amortization of patents expense from our Intellectual Property Operations increased $4.4 million, from $16.1 million to $20.5 million in 2025, due to an increase in amortization from the 2025 patent portfolio acquisition.
Cash receipts from Deflecto’s customers totaled $24.3 million for the post acquisition period from October 18, 2024 through December 31, 2024. The fluctuations in cash receipts for the periods presented primarily reflects the corresponding fluctuations in revenues recognized during the same periods, as described above, and the related timing of payments received from licensees and customers.
The fluctuations in cash receipts for the periods presented primarily reflect the corresponding fluctuations in revenues recognized during the same periods, as described above, and the related timing of payments received from licensees and customers.
Energy Operations Revenues The following table provides the components of Benchmark’s revenues for the periods indicated, as well as each period’s respective average realized prices and production volumes.
Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Printronix’s cost of sales. Energy Operations Revenues The following table provides the components of Benchmark’s revenues for the periods indicated, as well as each period’s respective average realized prices and production volumes.
There were no milestones earned during the year ended December 31, 2024. Refer to Note 4 to the consolidated financial statements elsewhere herein for additional information.
There were no comparable expenses for the year ended December 31, 2025. Refer to Note 16 to the consolidated financial statements elsewhere herein for additional information regarding the AIP Matter.
Refer to Item 1A “Risk Factors” of this Annual Report for additional information regarding litigation and licensing expense risk. 60 Table of Contents Investments in Patent Portfolios With respect to our licensing, enforcement and overall business, neither we nor our operating subsidiaries invent new technologies or products; rather, we depend upon the identification and investment in patents, inventions and companies that own IP through our relationships with inventors, universities, research institutions, technology companies and others.
Investments in Patent Portfolios With respect to our licensing, enforcement and overall business, neither we nor our operating subsidiaries invent new technologies or products; rather, we depend upon the identification and investment in patents, inventions and companies that own IP through our relationships with inventors, universities, research institutions, technology companies and others. 60 Table of Contents If our operating subsidiaries are unable to maintain those relationships and identify and grow new relationships, then we may not be able to identify new technology-based patent opportunities for sustainable revenue and/or revenue growth.
Refer to Note 16 to the consolidated financial statements elsewhere herein for additional information regarding the repurchase of common stock. Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America.
Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America.
Refer to “Manufacturing Operations – Cost of Revenues ” below for further discussion. • General and administrative expenses increased $10.9 million, from $44.4 million to $55.4 million in 2024, primarily due to our Energy Operations which contributed $3.4 million of general and administrative costs in 2024 and our Manufacturing Operations which contributed $4.2 million of post-acquisition general administrative costs from Deflecto for the period from October 18, 2024 through December 31, 2024.
Refer to "Manufacturing Operations – Cost of Revenues" below for further discussion. ◦ General and administrative expenses increased $9.8 million, from $55.4 million to $65.1 million in 2025, primarily due to our Manufacturing Operations which contributed $15.2 million of general administrative costs due to the acquisition in the fourth quarter of 2024.
Under the terms and conditions of the Deflecto Stock Purchase Agreement, the aggregate consideration paid to the Deflecto Sellers in the Deflecto Transaction consisted of $103.7 million, subject to certain working capital, debt and other customary adjustments set forth in the Stock Purchase Agreement (the “Deflecto Purchase Price”).
T he aggregate consideration paid to the Deflecto Sellers in the Deflecto Transaction consisted of $103.7 million in cash, subject to certain working capital, debt and other customary adjustments set forth in the Deflecto Stock Purchase Agreement, which was funded with a combination of borrowings under the $48.0 million Deflecto Term Loan and cash on hand.
Our current active patent portfolios are: our Atlas Technologies portfolio, which covers Wi-Fi 6 standard essential patents, our Unification Technologies portfolio, which covers flash memory technology; our Monarch Networking Technologies portfolio, which covers IP networking technology; our Stingray IP Solutions portfolio, which covers wireless networking; and our R2 Solutions portfolio, which covers internet search, advertising and cloud computing technology. 57 Table of Contents We have established a proven track record of licensing and enforcement success with over 1,600 license agreements executed as of December 31, 2024, across nearly 200 patent portfolio licensing and enforcement programs.
Our current active patent portfolios are: our Atlas Technologies portfolio, which covers Wi-Fi 6 standard essential patents, our Avalon Technologies portfolio, which covers Wi-Fi 7 standard essential patents, our Unification Technologies portfolio, which covers flash memory technology; our Monarch Networking Technologies portfolio, which covers IP networking 57 Table of Contents technology; our Stingray IP Solutions portfolio, which covers wireless networking; and our R2 Solutions portfolio, which covers internet search, advertising and cloud computing technology.
Recurring revenue, that provides for quarterly sales-based license fees, increased $1.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, from various on-going license arrangements.
Recurring revenue, that provides for quarterly sales-based license fees, decreased $782,000 for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to the expiration of certain on-going license arrangements.
The obligations of our Energy Operations Business related to the asset retirement obligations are further described in Note 10 to the accompanying consolidated financial statements. Additional cash requirements are generally derived from our operating and investing activities including expenditures for working capital (discussed below), human capital, business development, investments in equity securities and intellectual property, and business combinations.
Additional cash requirements are generally derived from our operating and investing activities including expenditures for working capital (discussed below), property and equipment, additions to oil and natural gas properties, human capital, business development, investments in equity securities and intellectual property, and business combinations.
Cash receipts from Printronix's customers totaled $31.0 million and $37.3 million for the years ended December 31, 2024 and 2023, respectively. Cash receipts from Benchmark’s customers totaled $61.7 million for the year ended December 31, 2024 and $1.8 million for the period from November 13, 2023 through December 31, 2023.
Cash receipts from Printronix’s customers totaled $28.5 million and $31.0 million for the years ended December 31, 2025 and 2024, respectively. Cash receipts from Benchmark’s customers totaled $95.6 million and $61.7 million for the years ended December 31, 2025 and 2024, respectively.
The Deflecto Purchase Price was funded with a combination of borrowings of a $48.0 million secured term loan and cash on hand. A portion of the Deflecto Purchase Price is being held in escrow to indemnify Purchaser against certain claims, losses and liabilities. Refer to Note 1 to the accompanying consolidated financial statements for additional information.
A portion of the Deflecto purchase price is being held in escrow to indemnify us against certain claims, losses and liabilities. Refer to “Manufacturing Operations” above and Note 1 to the consolidated financial statements elsewhere herein for additional information.
Other Income/Expense Equity Securities Investments Years Ended December 31, 2024 2023 $ Change % Change (In thousands, except percentage change values) Change in fair value of equity securities $ (31,412) $ 31,423 $ (62,835) (200 %) Gain (loss) on sale of equity securities 28,861 (10,930) 39,791 (364 %) Earnings on equity investment in joint venture — 4,167 (4,167) (100 %) Total net realized and unrealized gain $ (2,551) $ 24,660 $ (27,211) (110 %) 69 Table of Contents Our equity securities investments, including the Life Sciences Portfolio and trading securities portfolio, are recorded at fair value at each balance sheet date.
Other Income/Expense Equity Securities Investments Years Ended December 31, 2025 2024 $ Change % Change (In thousands, except percentage change values) Change in fair value of equity securities $ 1,092 $ (31,412) $ 32,504 n/m (Loss) gain on sale of equity securities (25) 28,861 (28,886) n/m Total net realized and unrealized gain (loss) $ 1,067 $ (2,551) $ 3,618 n/m Our equity securities investments, including the Life Sciences Portfolio and trading securities portfolio, are recorded at fair value at each balance sheet date.
In the event that actual results differ from these estimates or we adjust these estimates should we believe we would be able to realize these deferred tax assets in the future, an adjustment to the valuation allowance would increase income in the period such determination was made.
In the event that actual results differ from these estimates or we adjust these estimates should we believe we would be able to realize these deferred tax assets in the future, an adjustment to the valuation allowance would increase income in the period such determination was made. 74 Table of Contents Any changes in the judgments, assumptions and estimates associated with our analysis of the need for a valuation allowance in any future periods could materially impact our financial position and results of operations in the periods in which those determinations are made.
Refer to “Energy Operations - Revenues” and “Manufacturing Operations - Revenues” below for further discussion. Loss before income taxes was $38.1 million for the year ended December 31, 2024, as compared to income before income taxes of $67.4 million for the year ended December 31, 2023.
The increases were offset by a decrease in Industrial Operations revenue of $2.2 million. Refer to “Industrial Operations – Revenues” below for further detailed discussion. Income before income taxes was $31.3 million for the year ended December 31, 2025, as compared to a loss of $38.1 million for the year ended December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign Currency Exchange Risk Although we historically have not had material foreign operations, we are also exposed to market risks related to fluctuations in foreign currency exchange rates between the U.S. dollar, and the British Pound and Euro currency exchange rates, primarily related to foreign cash accounts.
Biggest changeForeign Currency Exchange Risk Although we historically have not had material foreign operations, we are also exposed to market risks related to fluctuations in foreign currency exchange rates between the U.S. dollar, and the British Pound, Canadian Dollar, Chinese Yuan and Euro currency exchange rates, primarily related to foreign cash accounts.
Accordingly, a 100 basis point increase in interest rates or a 10% decline in the value of the United States equity markets would not be expected to have a material impact on the value of such money market funds. Declines in interest rates over time will, however, reduce our interest income.
Accordingly, a 100 basis point increase in interest rates or a 10% decline in the value of the United States equity markets would not be expected to have a material impact on the value of such money market funds. However, declines in interest rates over time will reduce our interest income.
As of December 31, 2024, we did not have any foreign denominated equity securities. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and related financial information required to be filed hereunder are indexed under Item 15 of this report and are incorporated herein by reference. ITEM 9.
As of December 31, 2025, we did not have any foreign denominated equity securities. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and related financial information required to be filed hereunder are indexed under Item 15 of this report and are incorporated herein by reference. ITEM 9.
We record our equity investments in publicly traded companies at fair value, which are subject to market price volatility. As of December 31, 2024, a hypothetical 10% adverse change in the market price of our investments in publicly traded common stock would have resulted in a decrease of approximately $2.3 million in such equity investments.
We record our equity investments in publicly traded companies at fair value, which are subject to market price volatility. As of December 31, 2025, a hypothetical 10% adverse change in the market price of our investments in publicly traded common stock would have resulted in a decrease of approximately $1.8 million in such equity investments.
These investments are subject to significant fluctuations in fair value due to the volatility of the securities markets and of the underlying businesses. As of December 31, 2024 and 2023, the carrying value of our equity investments in public and private companies was $59.9 million and $99.8 million, respectively.
These investments are subject to significant fluctuations in fair value due to the volatility of the securities markets and of the underlying businesses. As of December 31, 2025 and 2024, the carrying value of our equity investments in public and private companies was $54.3 million and $59.9 million, respectively.

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