
OR Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, and every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting companyor an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule 12b‑2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes☐No☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, was $664.7 million based on the number of shares held by non-affiliates of the registrant as of December 31, 2025. Shares of the registrant’s common stock held by each executive officer,director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. Thiscalculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. As of February 26, 2026, 64,868,507shares of common stock were outstanding.Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A inconnection with the registrant’s 2026 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference intoPart IIIof this Form 10-K where indicated. Such definitive proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended December 31, 2025. TABLE OF CONTENTS PART IItem 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresPART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesItem 6.Selected Consolidated Financial DataItem 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Consolidated Financial Statements and Supplementary DataItem 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure221Item 9A.Controls and Procedures221Item 9B.Other Information222Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections222PART III223Item 10.Directors, Executive Officers and Corporate Governance223Item 11.Executive Compensation223Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters223Item 13.Certain Relationships and Related Transactions, and Director Independence223Item 14.Principal Accountant Fees and Services223PART IV224Item 15.Exhibits, Consolidated Financial Statement Schedules224Item 16.Form 10-K Summary228Signatures229 CERTAIN DEFINITIONS Except as otherwise specified in




