Arxis 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto.Commission file number 001-43234ARXIS, INC.(Exact name of registrant as specified in its charter) 39-5113483(I.R.S. EmployerIdentification Number) Delaware(State or other jurisdiction ofincorporation or organization) 1332 Blue Hills Avenue, Bloomfield, Connecticut06002(Address of principal executive offices)(Zip Code)+(860) 243-7100Registrant’s Telephone Number, Including Area Code(Former name, former address and former fiscal year, if changed since last report)Securities registered pursuant to Section 12(b) of the Act: Trading symbol(s)Name of each exchange on which registered Title of each class The NasdaqGlobal Select Market ARXS Class A common stock, $0.01 par value per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares outstanding of Arxis, Inc.'s Class A common stock, par value $0.01 per share, was 69,657,950 as of May1, 2026. The number of shares outstanding of Arxis, Inc.'s Class B common stock, par value $0.01 per share, was 340,676,783 as ofMay 1, 2026. The number of shares outstanding of Arxis, Inc.'s Class C common stock, par value $0.01 per share, was 0 as of May1, 2026. The number of shares outstanding of Arxis, Inc.'s convertible common stock, par value $0.01 per share, was 1 as of May 1,2026. ARXIS INDEX Part I.Financial InformationItem 1.Financial Statements3Condensed Combined Balance Sheets as of March 31, 2026 and December 31, 20253Condensed Combined Statements of Operations for the Three Months Ended March 31, 2026 and 20254Condensed Combined Statements of Comprehensive Income (Loss) for the Three Months Ended March 31,2026 and 20255Condensed Combined Statements of Members’ Equity for the Three Months Ended March 31, 2026 and 20256Condensed Combined Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20257Notes to Condensed Combined Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 3.Quantitative and Qualitative Disclosures About Market Risk38Item 4.Controls and Procedures38Part II.Other InformationItem 1.Legal Proceedings40Item 1A.Risk Factors40Item 2.Unregistered Sales of Equity Securities and Use of Proceeds64Item 5.Other Information65Item 6.Exhibits66Signatures67 ArxisCondensed Combined Balance Sheets(Unaudited, in thousands) Members’ EquityBalance as of December 31, 2025$3,124,058Net income53,309Other comprehensive loss(15,033)Issuance of members’ units2,500Settlement of notes receivable4,361Contributions11,344Distributions(307)Share-based compensation expense3,042Balance as of March 31, 2026$3,183,274(a) Balance as of December 31, 2024$2,977,127Net loss(4,324)Other comprehensive income17,987Issuance of notes receivable(3,000)Contributions385,000Distributions(350,257)Share-based compensation expense2,330Balance as of March 31, 2025$3,024,863 See accompanying notes to the condensed combined financial statements. Notes to Arxis Condensed Combined Financial Statements(Unaudited, in thousands, except units and where explicitly stated) Note 1. Organization and Nature of Operations Organization and Description of Business Arcline Engineered Polymer Topco, L.P., Hawkeye TopCo, L.P., Connector TopCo, L.P., and Ovation TopCo, L.P. and certain oftheir respective wholly-owned subsidiaries (collectively, “Arxis,” the “Arxis Businesses” or “Compan