8-K
Acacia Research Corp (ACTG)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 7, 2026
ACACIA RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-37721 | 95-4405754 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction of <br>incorporation) | (Commission <br>File Number) | (I.R.S. Employer <br>Identification No.) | 777 Third Avenue, | ||
| --- | --- | ||||
| 26th Floor | |||||
| New York, | |||||
| NY | 10017 | ||||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (332) 236-8500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | ACTG | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02.Results of Operations and Financial Condition.
On May 7, 2026, Acacia Research Corporation (the “Corporation”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of that release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).
The information contained within this Report and the exhibit attached hereto as Exhibit 99.1 are being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Report and the exhibit attached hereto as Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation by reference language in such filings, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release datedMayactg-20260331xex991.htm7, 2026 of Acacia Research Corporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 7, 2026 | ||
|---|---|---|
| ACACIA RESEARCH CORPORATION | ||
| By: | /s/ Martin D. McNulty Jr. | |
| Name: | Martin D. McNulty Jr. | |
| Title: | Chief Executive Officer |
Document
Exhibit 99.1
Acacia Research Corporation Reports First Quarter 2026 Financial Results
Total Revenue of $54.2 million, up 8% from the Prior Quarter
GAAP Net Loss of ($15.7) million and GAAP Diluted EPS of ($0.16) for the Quarter
Adjusted Net Loss1 of ($6.6) million and Adjusted Diluted EPS1 of ($0.07) for the Quarter
Total Company Adjusted EBITDA1 of $1.6 million and Operated Segment Adjusted EBITDA1 of $6.8 million for the Quarter
Total Cash, Cash Equivalents, Equity Securities Measured at Fair Value and Loans Receivable of $329.9 million, or $3.41 per share
New York, NY, May 7, 2026 - Acacia Research Corporation (Nasdaq: ACTG) (“Acacia” or the “Company”), which acquires and operates businesses across the industrial, energy and technology sectors, today reported financial results for the three months ended March 31, 2026. The Company also posted its first quarter 2026 earnings presentation on its website at www.acaciaresearch.com under Quarterly Results.
Martin (“MJ”) D. McNulty, Jr., Chief Executive Officer, stated, “Acacia delivered strong financial and operating results for the first quarter, generating total revenue of $54.2 million, Operated Segment Adjusted EBITDA of $6.8 million and Total Company Adjusted EBITDA of $1.6 million. Operationally, our companies continued to execute on our strategic objectives, including targeted pricing strategies, cost savings initiatives and continued tariff countermeasures. We are pleased to announce that our Energy Operations subsidiary, Benchmark Energy, delivered its strongest revenue quarter under Acacia ownership driven by favorable oil prices and continued investments in new well development. Given the constructive commodity price environment and the early success with Benchmark’s recently completed Cherokee well, drilling in both our Cherokee and Cleveland acreage has become more attractive and we are in advanced stages of evaluating additional projects. Our Deflecto subsidiary completed its facility consolidation, which we expect to drive meaningful cost synergies on an annualized basis.
As we look ahead to the remainder of 2026, our strategic focus is centered on leveraging our significant capital base and experienced management team to drive long-term growth across our operating businesses. As of the end of the first quarter, cash, cash equivalents, equity securities and loans receivable was approximately $329.9 million, or $3.41 per share. Our acquisition pipeline remains very active, and our strong cash position and balance sheet provide us with the flexibility to execute on accretive organic and inorganic growth opportunities, driving differentiated value for our shareholders.”
1 Adjusted Net Income (Loss), Adjusted Diluted Earnings Per Share (EPS), Total Company Adjusted EBITDA and Operated Segment Adjusted EBITDA are non-GAAP financial measures. See below for reconciliations of Adjusted Net Income (Loss), Adjusted Diluted EPS, and Total Company Adjusted EBITDA to their most directly comparable GAAP financial measure. For the definition of these measures and a reconciliation of the components of Operated Segment Adjusted EBITDA to their most directly comparable GAAP financial measures, see the accompanying supplemental information section.
First Quarter 2026 Highlights:
•Total revenue of $54.2 million, compared to $124.4 million for the prior-year quarter, primarily driven by lower paid-up license revenue from our Intellectual Property Operations segment.
•Benchmark Energy recorded revenue of $18.7 million, the strongest revenue quarter for the business under Acacia ownership following the Revolution Acquisition in April 2024.
•GAAP Net Loss of ($15.7) million, or ($0.16) GAAP Diluted EPS.
•Adjusted Net Loss of ($6.6) million, or ($0.07) Adjusted Diluted EPS.
•Operated Segment Adjusted EBITDA of $6.8 million.
•Total Company Adjusted EBITDA of $1.6 million.
•At quarter end, cash, cash equivalents, equity securities measured at fair value and loans receivable totaled approximately $329.9 million, or $3.41 per share.
•Deflecto completed its consolidation of two manufacturing facilities into a single facility, which is expected to drive cost savings in the second half of 2026 and position Deflecto well when volumes return to incrementally add to EBITDA and cash flow.
•Benchmark Energy successfully drilled and completed its first Cherokee well in-line with budget, with anticipated wellhead returns in excess of 60%.
Revenue
The following table provides a breakdown of the Company’s total revenue for the three months ended March 31, 2026 and March 31, 2025. For the purposes of financial reporting, Acacia's operations are broken out as follows: Energy Operations (Benchmark), Industrial Operations (Printronix), Manufacturing Operations (Deflecto) and Intellectual Property Operations (Acacia Research Group).
| Three Months Ended March 31, | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| (In thousands, unaudited) | |||||
| Energy Operations | $ | 18,669 | $ | 18,306 | |
| Industrial Operations | 7,182 | 7,676 | |||
| Manufacturing Operations | 27,666 | 28,535 | |||
| Intellectual Property Operations | 722 | 69,905 | |||
| Total Revenues | $ | 54,239 | $ | 124,422 |
Adjusted EBITDA
The following table provides a reconciliation of consolidated Net Income (Loss), the most directly comparable GAAP measure, to Total Company Adjusted EBITDA for the three months ended March 31, 2026 and March 31, 2025.
| Three Months Ended March 31, | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| (In thousands, unaudited) | |||||
| GAAP Net Income (Loss) | $ | (15,741) | $ | 24,287 | |
| Net (Income) Loss Attributable to Noncontrolling Interests | (1,860) | (759) | |||
| Income Tax Expense (Benefit) | (2,564) | 6,081 | |||
| Interest Expense | 1,886 | 2,451 | |||
| Interest Income | (2,815) | (2,510) | |||
| (Gain) Loss on Foreign Currency Exchange | 59 | (155) | |||
| Net Realized and Unrealized (Gain) Loss on Derivatives | 10,699 | 5,021 | |||
| Net Realized and Unrealized (Gain) Loss on Investments | 2,164 | 3,172 | |||
| Other (Income) Expense, net | (185) | 717 | |||
| GAAP Operating Income (Loss) | $ | (8,357) | $ | 38,305 | |
| Depreciation, Depletion & Amortization | 8,487 | 10,610 | |||
| Stock-Based Compensation | 1,000 | 922 | |||
| Realized Hedge Gain | (973) | (43) | |||
| Transaction-Related Costs | 792 | 554 | |||
| Legacy Matter Costs | — | 8 | |||
| Severance Costs | 153 | 343 | |||
| Restructuring Expense | 462 | — | |||
| Total Company Adjusted EBITDA | $ | 1,564 | $ | 50,699 |
The following table provides the Adjusted EBITDA for each of the Company’s operating segments for the three months ended March 31, 2026 and March 31, 2025.
| Three Months Ended March 31, | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| (In thousands, unaudited) | |||||
| Energy Operations Adjusted EBITDA2 | $ | 7,710 | $ | 7,936 | |
| Industrial Operations Adjusted EBITDA2 | 1,392 | 1,021 | |||
| Manufacturing Operations Adjusted EBITDA2 | 1,164 | 2,439 | |||
| Operated Segment Adjusted EBITDA<br> (excluding Intellectual Property Operations) | 10,266 | 11,396 | |||
| Intellectual Property Operations Adjusted EBITDA2 | (3,509) | 43,265 | |||
| Operated Segment Adjusted EBITDA | 6,757 | 54,661 | |||
| Parent Costs2 | (5,193) | (3,962) | |||
| Total Company Adjusted EBITDA | $ | 1,564 | $ | 50,699 |
2 Energy Operations Adjusted EBITDA, Industrial Operations Adjusted EBITDA, Manufacturing Operations Adjusted EBITDA, Intellectual Property Operations Adjusted EBITDA, and Parent Costs are non-GAAP financial measures. For the definitions of these measures and reconciliations of these measures to the most directly comparable GAAP financial measures, see the accompanying supplemental information section.
Adjusted Net Income (Loss) and Adjusted Diluted EPS
The following table provides a reconciliation of Net Income (Loss), the most directly comparable GAAP measure, to Adjusted Net Income (Loss) and Adjusted Diluted EPS for the three months ended March 31, 2026 and March 31, 2025.
| Three Months Ended March 31, | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| (In thousands, except share and per share data, unaudited) | |||||
| GAAP Net Income (Loss) | $ | (15,741) | $ | 24,287 | |
| Legacy Matter Costs3 | — | 258 | |||
| Stock-Based Compensation | 1,000 | 922 | |||
| Severance Costs | 153 | 343 | |||
| Transaction-Related Costs | 792 | 554 | |||
| Restructuring Expense | 462 | — | |||
| Amortization of Acquired Intangibles | 875 | 907 | |||
| Unrealized Loss (Gain) on Securities | 1,559 | 4,777 | |||
| Unrealized Loss (Gain) on Hedges | 7,149 | 3,661 | |||
| Tax Effect of Adjustments | (2,812) | (2,629) | |||
| Adjusted Net Income (Loss) | $ | (6,563) | $ | 33,080 | |
| GAAP Diluted EPS | $ | (0.16) | $ | 0.25 | |
| GAAP diluted weighted average shares | 96,487,121 | 96,981,413 | |||
| Adjusted Diluted EPS | $ | (0.07) | $ | 0.34 | |
| Adjusted diluted weighted average shares | 96,487,121 | 96,981,413 |
Free Cash Flow4
The following table provides a reconciliation of Free Cash Flow (“FCF”) for the three months ended March 31, 2026.
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Energy Operations | Industrial Operations | Manufacturing Operations | Intellectual Property Operations | Parent Costs | Consolidated Total | |||||||||||||||||||||
| (In thousands, unaudited) | ||||||||||||||||||||||||||
| Net Cash from (used in) Operating Activities (GAAP) | $ | 6,596 | $ | 3,146 | $ | 439 | $ | (2,920) | $ | (3,856) | $ | 3,405 | ||||||||||||||
| Less: Capital Expenditures | (8,502) | (14) | (679) | (1,750) | — | (10,945) | ||||||||||||||||||||
| Free Cash Flow (Non-GAAP) | $ | (1,906) | $ | 3,132 | $ | (240) | $ | (4,670) | $ | (3,856) | $ | (7,540) | Three Months Ended March 31, 2025 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||
| Energy Operations | Industrial Operations | Manufacturing Operations | Intellectual Property Operations | Parent Costs | Consolidated Total | |||||||||||||||||||||
| (In thousands, unaudited) | ||||||||||||||||||||||||||
| Net Cash from (used in) Operating Activities (GAAP) | $ | 5,452 | $ | 2,530 | $ | 1,016 | $ | (2,266) | $ | (4,307) | $ | 2,425 | ||||||||||||||
| Less: Capital Expenditures | (1,872) | (5) | (213) | — | — | (2,090) | ||||||||||||||||||||
| Free Cash Flow (Non-GAAP) | $ | 3,580 | $ | 2,525 | $ | 803 | $ | (2,266) | $ | (4,307) | $ | 335 |
Balance Sheet and Capital Structure
•Cash, cash equivalents, equity securities measured at fair value and loans receivable totaled $329.9 million at March 31, 2026 compared to $339.6 million at December 31, 2025, a decrease of $9.7 million. This change in cash was primarily due to an increase in cash generated from operating activities across all Operated Segments of $7.3 million and proceeds from the sale of an unoccupied portion of Deflecto’s manufacturing facility in the U.K. of $1.6 million. Cash was reduced by Parent Costs of $3.9 million and further by $8.5 million and $0.7 million of
3 Legacy Matter Costs for the three months ended March 31, 2025 includes $250,000 related to a one-time legacy tax matter at Printronix that has been settled, which amount is included within Other Expense, Net in Acacia's condensed consolidated statement of operations.
4 Free Cash Flow (FCF) is a non-GAAP financial measure. For a definition of this measure, see the accompanying supplemental information section.
capital expenditures at Benchmark and Deflecto, respectively, as well as $1.8 million incurred by our Intellectual Property Operations for the purchase of additional interests in the Wi-Fi 7 portfolio. Cash used in financing activities reduced cash by $1.9 million, primarily from $1.6 million of debt repayment on the Deflecto facility and $0.3 million of taxes paid related to net share settlement of share-based awards. Additionally, the change in the fair market value of equity securities reduced cash, cash equivalents, equity securities at fair value and loans receivable by $2.2 million.
•Equity securities without readily determinable fair value totaled $5.8 million at March 31, 2026, unchanged from December 31, 2025.
•Investment securities representing equity method investments totaled $19.9 million at March 31, 2026 (net of noncontrolling interests), unchanged from December 31, 2025. Acacia owns 64% of MalinJ1, which results in a 26% indirect ownership stake in Viamet Pharmaceuticals, Inc. for Acacia.
•Loans receivable totaled $8.1 million at March 31, 2026, which represents the commercial loans collateralized by Bitcoin that Acacia has purchased through its partnership with Unchained Capital.
•The Parent company’s total indebtedness was zero at March 31, 2026. On a consolidated basis, Acacia’s total indebtedness was $90.5 million, consisting of $59.5 million in non-recourse debt at Benchmark and $31.0 million in non-recourse debt at Deflecto, net of debt discount and issuance costs, as of March 31, 2026.
Book Value as of March 31, 2026
At March 31, 2026, Acacia’s book value (which includes noncontrolling interests) was $567.2 million and there were 96.6 million shares of common stock outstanding, for a book value per share of $5.87. This value is impacted by one-time expenses and other adjustments detailed in the above reconciliation from GAAP Net Income (Loss) to Adjusted Net Income (Loss). In the first quarter, book value per share was primarily impacted by an unrealized loss at our Energy Operations subsidiary of ($0.10) per share caused by the mark-to-market of our multi-year hedge book.
Investor Conference Call
The Company will host a conference call today, May 7, 2026 at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time).
To access the live call, please dial 888-506-0062 (U.S. and Canada) or 973-528-0011 (international) and if requested, reference the access code 130499. The conference call will also be simultaneously webcasted at https://www.webcaster5.com/Webcast/Page/2371/53915 and on the investor relations section of the Company’s website at www.acaciaresearch.com under Events. Following the conclusion of the live call, a replay of the webcast will be available on the Company's website for at least 30 days.
About the Company
Acacia (Nasdaq: ACTG) is a value-oriented acquirer and operator of businesses across public and private markets and industries including the industrial, energy and technology sectors where it believes it can leverage its expertise, significant capital base, and deep industry relationships to drive value. Acacia evaluates opportunities based on the attractiveness of the underlying cash flows, without regard to a specific investment horizon. Acacia operates its businesses based on three key principles of people, process and performance and has built a management team with demonstrated expertise in research, transactions and execution, and operations and management. Additional information about Acacia and its subsidiaries is available at www.acaciaresearch.com.
Safe Harbor Statement
This news release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon the Company’s current expectations and speak only as of the date hereof. All statements other than statements of historical fact are forward-looking statements and include statements related to estimates and projections with respect to, among other things, the Company’s anticipated financial condition, operating performance, the value of the Company’s assets, general economic and market conditions and other future circumstances and events. This news release attempts to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “focus,” “future,” “guidance,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target” and “will,” and similar words and expressions; however, the absence of these words does not mean that the statements are not forward-looking. While the Company believes its assumptions concerning future events are reasonable, a number of factors could cause actual results to differ materially and adversely from those expressed or implied in any forward-looking statements, including, but not limited to: the Company’s ability to successfully identify, diligence, complete, and integrate strategic acquisitions of businesses, divisions, and/or assets, the performance of the Company’s businesses, divisions, and/or assets,
disruptions or uncertainty caused by an ability to retain or changes to the employees or management teams of the Company’s businesses, changes to the Company’s relationship and arrangements with Starboard Value LP, any inability of the Company’s operating businesses to execute on their business and, risks to the Company’s operating businesses related to acts of war or terrorist acts and the government or military response thereto, price and other fluctuations in the oil and gas market, inflationary pressures, supply chain disruptions or labor shortages, the impact of tariffs and trade policy, non-performance by third parties of contractual or legal obligations, changes in the Company’s credit ratings or the credit ratings of the Company’s businesses, security threats, including cybersecurity threats and disruptions to the Company’s business and operations from breaches of information technology systems, or breaches of information technology systems and, with respect to Benchmark, risks related to its hedging strategy, development plan, facilities and infrastructure of third parties with which the Company transacts business, oil or natural gas production becoming uneconomic, causing write downs or adversely affecting Benchmark’s ability to borrow, Benchmark’s ability to replace reserves and efficiently develop current reserves, risks, operational hazards, unforeseen interruptions and other difficulties involved in the production of oil and natural gas, the impact of any seismic events, environmental liability risk, regulatory changes related to the oil and gas industry, the ability to successfully develop licensing programs and attract new business, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments addressing licensing and enforcement of patents and/or intellectual property in general, the decrease in demand for Printronix' products, changes in safety, health, environmental, tax and other regulations, requirements or initiatives, hazards such as weather conditions, pandemics, general economic conditions, and the success of the Company’s investments. For further discussions of risks and uncertainties, you should refer to the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. In addition, actual results may differ materially as a result of additional risks and uncertainties of which the Company is currently unaware or which the Company does not currently view as material. Except as otherwise required by applicable law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Investor Contact:
Gagnier Communications
ir@acaciares.com
ACACIA RESEARCH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| March 31, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 307,507 | $ | 306,719 |
| Equity securities | 14,206 | 17,551 | ||
| Equity securities without readily determinable fair value | 5,816 | 5,816 | ||
| Equity method investments | 30,934 | 30,934 | ||
| Loans receivable | 8,137 | 15,299 | ||
| Accounts receivable, net | 28,694 | 26,165 | ||
| Inventories | 23,417 | 26,559 | ||
| Prepaid expenses and other current assets | 12,394 | 21,050 | ||
| Total current assets | 431,105 | 450,093 | ||
| Property, plant and equipment, net | 20,231 | 21,291 | ||
| Oil and natural gas properties, net | 195,879 | 190,705 | ||
| Goodwill | 25,735 | 25,790 | ||
| Other intangible assets, net | 45,294 | 48,148 | ||
| Operating lease, right-of-use assets | 11,657 | 11,500 | ||
| Deferred income tax assets, net | 18,290 | 14,836 | ||
| Other non-current assets | 7,680 | 8,593 | ||
| Total assets | $ | 755,871 | $ | 770,956 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 11,431 | $ | 13,358 |
| Accrued expenses and other current liabilities | 23,480 | 19,661 | ||
| Accrued compensation | 5,955 | 6,727 | ||
| Current asset retirement obligation | 1,608 | 1,589 | ||
| Royalties and contingent legal fees payable | 6,630 | 6,761 | ||
| Deferred revenue | 1,260 | 945 | ||
| Total current liabilities | 50,364 | 49,041 | ||
| Asset retirement obligation | 33,027 | 32,586 | ||
| Long-term lease liabilities | 8,867 | 8,424 | ||
| Deferred income tax liabilities, net | 2,182 | 2,152 | ||
| Benchmark revolving credit facility | 59,500 | 59,500 | ||
| Deflecto facility | 31,021 | 32,566 | ||
| Other long-term liabilities | 3,685 | 2,655 | ||
| Total liabilities | 188,646 | 186,924 | ||
| Commitments and contingencies | ||||
| Stockholders' equity: | ||||
| Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding | — | — | ||
| Common stock, par value $0.001 per share; 300,000,000 shares authorized; 96,589,132 and 96,475,469 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | 96 | 96 | ||
| Treasury stock, at cost, 20,542,064 shares as of March 31, 2026 and December 31, 2025 | (118,542) | (118,542) | ||
| Accumulated other comprehensive income | 784 | 670 | ||
| Additional paid-in capital | 916,010 | 915,330 | ||
| Accumulated deficit | (269,845) | (254,104) | ||
| Total Acacia Research Corporation stockholders' equity | 528,503 | 543,450 | ||
| Noncontrolling interests | 38,722 | 40,582 | ||
| Total stockholders' equity | 567,225 | 584,032 | ||
| Total liabilities and stockholders' equity | $ | 755,871 | $ | 770,956 |
ACACIA RESEARCH CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share data)
| Three Months Ended March 31, | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| Revenues: | |||||
| Intellectual property operations | $ | 722 | $ | 69,905 | |
| Industrial operations | 7,182 | 7,676 | |||
| Energy operations | 18,669 | 18,306 | |||
| Manufacturing operations | 27,666 | 28,535 | |||
| Total revenues | 54,239 | 124,422 | |||
| Costs and expenses: | |||||
| Cost of revenues - intellectual property operations | 4,833 | 27,912 | |||
| Cost of revenues - industrial operations | 3,279 | 4,064 | |||
| Cost of production - energy operations | 11,689 | 12,698 | |||
| Cost of revenues - manufacturing operations | 22,383 | 20,811 | |||
| Sales and marketing expenses - industrial and manufacturing operations | 3,119 | 3,312 | |||
| General and administrative expenses | 17,293 | 17,320 | |||
| Total costs and expenses | 62,596 | 86,117 | |||
| Operating (loss) income | (8,357) | 38,305 | |||
| Other income (expense): | |||||
| Equity securities investments: | |||||
| Change in fair value of equity securities | (1,559) | (4,777) | |||
| (Loss) gain on sale of equity securities | (605) | 1,605 | |||
| Net realized and unrealized loss | (2,164) | (3,172) | |||
| Loss on derivatives - energy operations | (10,699) | (5,021) | |||
| (Loss) gain on foreign currency exchange | (59) | 155 | |||
| Interest expense | (1,886) | (2,451) | |||
| Interest income | 2,815 | 2,510 | |||
| Other income (expense), net | 185 | (717) | |||
| Total other expense | (11,808) | (8,696) | |||
| (Loss) income before income taxes | (20,165) | 29,609 | |||
| Income tax benefit (expense) | 2,564 | (6,081) | |||
| Net (loss) income including noncontrolling interests in subsidiaries | (17,601) | 23,528 | |||
| Net loss (income) attributable to noncontrolling interests in subsidiaries | 1,860 | 759 | |||
| Net (loss) income attributable to Acacia Research Corporation | $ | (15,741) | $ | 24,287 | |
| (Loss) income per share: | |||||
| Net (loss) income attributable to common stockholders - Basic | $ | (15,741) | $ | 24,287 | |
| Weighted average number of shares outstanding - Basic | 96,487,121 | 96,018,047 | |||
| Basic net (loss) income per common share | $ | (0.16) | $ | 0.25 | |
| Net (loss) income attributable to common stockholders - Diluted | $ | (15,741) | $ | 24,287 | |
| Weighted average number of shares outstanding - Diluted | 96,487,121 | 96,981,413 | |||
| Diluted net (loss) income per common share | $ | (0.16) | $ | 0.25 | |
| Other comprehensive income (loss): | |||||
| Foreign currency translation | $ | 114 | $ | 662 | |
| Total other comprehensive income, net | 114 | 662 | |||
| Total comprehensive (loss) income | (17,487) | 24,190 | |||
| Comprehensive loss (income) attributable to noncontrolling interests | 1,860 | 759 | |||
| Comprehensive (loss) income attributable to Acacia Research Corporation | $ | (15,627) | $ | 24,949 |
ACACIA RESEARCH CORPORATION - SUPPLEMENTAL INFORMATION
NON-GAAP FINANCIAL MEASURE
This earnings release includes Adjusted EBITDA on a consolidated basis and for each of the Company’s segments. Total Company Adjusted EBITDA, Operated Segment Adjusted EBITDA and Adjusted EBITDA and Free Cash Flow (FCF) for each of the Company’s segments are supplemental non-GAAP financial measures used by management and external users of the Company’s consolidated financial statements. This earnings release also includes the Company’s Adjusted Net Income (Loss) and Adjusted Diluted Earnings Per Share (EPS), which are non-GAAP financial measures. GAAP refers to generally accepted accounting principles in the United States. A non-GAAP financial measure is a numerical measure of historical or future performance, financial position or cash flow that includes or excludes amounts that are excluded or included, respectively, in the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s financial statements.
Total Company Adjusted EBITDA is defined as net income / (loss) before net income / (loss) attributable to noncontrolling interests, income tax (benefit) / expense, interest expense, interest income, and other expense, net and loss / (gain) on foreign currency exchange, net realized and unrealized (gain) / loss on derivatives, net realized and unrealized loss / (gain) on investments, non-recurring legacy legal expenses, depreciation, depletion and amortization, stock-based compensation, transaction-related costs, severance costs, restructuring expense, and costs related to the legacy items, and includes realized hedge gain / (loss) and service provider settlement income. Operated Segment Adjusted EBITDA is the aggregate of Energy Operations Adjusted EBITDA, Manufacturing Operations Adjusted EBITDA, Industrial Operations Adjusted EBITDA, and Intellectual Property Operations Adjusted EBITDA. See below for the definition of each of those measures. The Company is providing Total Company Adjusted EBITDA and Operated Segment Adjusted EBITDA, non-GAAP financial measures, because management believes these metrics provide investors with useful supplemental information in comparing the operating results across reporting periods by excluding items that are not considered indicative of core operating performance. These measures are not intended to replace the presentation of financial results in accordance with GAAP and may be different from or otherwise inconsistent with similar non-GAAP financial measures used by other companies. The presentation of these non-GAAP financial measures supplements other metrics the Company uses to internally evaluate its subsidiary businesses and facilitate the comparison of past and present operating performance. These measures should not be considered in isolation or as a substitute for measures calculated and presented in accordance with GAAP.
Energy Operations
Energy Operations Adjusted EBITDA is defined as operating income / (loss) for Acacia’s Energy Operations before depreciation, depletion and amortization expense and transaction-related costs, and including realized hedge gain / (loss). The Company is providing its Energy Operations Adjusted EBITDA, a non-GAAP financial measure, because the metric provides investors with useful supplemental information in comparing the operating results across reporting periods by excluding items that are not considered indicative of core operating performance.
Industrial Operations
Industrial Operations Adjusted EBITDA is defined as operating income / (loss) for Acacia’s Industrial Operations before amortization of acquired intangibles, depreciation and amortization expense, and severance costs. The Company is providing its Industrial Operations Adjusted EBITDA, a non-GAAP financial measure, because the metric provides investors with useful supplemental information in comparing the operating results across reporting periods by excluding items that are not considered indicative of core operating performance.
Intellectual Property Operations
Intellectual Property Operations Adjusted EBITDA is defined as operating income / (loss) for Acacia’s Intellectual Property Operations before patent amortization, depreciation expense and stock-based compensation, and including service provider settlement income. The Company is providing Intellectual Property Operations Adjusted EBITDA, a non-GAAP financial measure, because the metric provides investors with useful supplemental information in comparing the operating results across reporting periods by excluding items that are not considered indicative of core operating performance.
Manufacturing Operations
Manufacturing Operations Adjusted EBITDA is defined as operating income / loss for Acacia’s Manufacturing Operations before amortization of acquired intangibles, depreciation and amortization expense, severance costs, restructuring expense, and transaction-related costs. The Company is providing its Manufacturing Operations Adjusted EBITDA, a non-GAAP
financial measure, because the metric provides investors with useful supplemental information in comparing the operating results across reporting periods by excluding items that are not considered indicative of core operating performance.
Parent Costs are defined as operating income / (loss) attributable to Parent before depreciation and amortization expense, stock-based compensation, transaction-related costs, and costs related to certain legacy matters attributable to the Parent organization. The Company is providing Parent Costs, a non-GAAP financial measure, because it believes it gives investors a clear picture of normalized Parent-level expenses.
Free Cash Flow is defined as net cash provided by (used in) operating activities, less net purchases of property and equipment, and patent acquisitions (“Capital Expenditures”). The Company is providing Free Cash Flow, a non-GAAP financial measure, because it believes free cash flow gives investors a good sense of how much cash flows are available to be used for de-levering, making acquisitions, repurchasing shares or similar uses of cash.
Adjusted Net Income (Loss)
Adjusted Net Income (Loss) is defined as Acacia’s GAAP Net Income (Loss) excluding costs related to certain legacy matters, stock-based compensation, transaction-related costs, amortization of acquired intangibles, severance costs, restructuring expense, any unrealized (gain) / loss on securities, any unrealized (gain) / loss on hedges, and any (gain) / loss on non-cash derivatives and taking into account the tax effect(s) of those adjustments. The Company is providing Adjusted Net Income (Loss), a non-GAAP financial measure, because the metric provides investors with useful supplemental information in comparing the operating results across reporting periods by excluding items that are not considered indicative of core operating performance.
Adjusted Diluted Earnings Per Share (EPS)
Adjusted Diluted EPS is defined as Adjusted Net Income (Loss) divided by the Company’s weighted average diluted share count as of the relative period end date. The Company is providing its Adjusted Diluted EPS, a non-GAAP financial measure, because the metric provides investors with useful supplemental information in comparing the operating results across reporting periods by excluding items that are not considered indicative of core operating performance.
The following tables reconcile Operating Income (Loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA for each of the Company’s operating segments and for Parent Costs for the three months ended March 31, 2026 and March 31, 2025.
| Three Months Ended March 31, 2026 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | Energy Operations | Industrial Operations | Manufacturing Operations | Intellectual Property Operations | Parent Costs | Consolidated Total | ||||||
| (In thousands, unaudited) | ||||||||||||
| GAAP Operating Income (Loss) | $ | 5,317 | $ | 876 | $ | (456) | $ | (7,368) | $ | (6,726) | $ | (8,357) |
| Depreciation, Depletion & Amortization | 3,366 | 516 | 833 | 3,761 | 11 | 8,487 | ||||||
| Stock-Based Compensation | — | — | — | 98 | 902 | 1,000 | ||||||
| Realized Hedge Gain (Loss) | (973) | — | — | — | — | (973) | ||||||
| Transaction-Related Costs | — | — | 172 | — | 620 | 792 | ||||||
| Severance Costs | — | — | 153 | — | — | 153 | ||||||
| Restructuring Expense | — | — | 462 | — | — | 462 | ||||||
| Adjusted EBITDA | $ | 7,710 | $ | 1,392 | $ | 1,164 | $ | (3,509) | $ | (5,193) | $ | 1,564 |
| Parent Interest Income | $ | 2,713 | ||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Adjusted EBITDA | Energy Operations | Industrial Operations | Manufacturing Operations | Intellectual Property Operations | Parent Costs | Consolidated Total | ||||||
| (In thousands, unaudited) | ||||||||||||
| GAAP Operating Income (Loss) | $ | 4,001 | $ | 302 | $ | 271 | $ | 38,508 | $ | (4,777) | $ | 38,305 |
| Depreciation, Depletion & Amortization | 3,978 | 552 | 1,545 | 4,520 | 15 | 10,610 | ||||||
| Stock-Based Compensation | — | — | — | 237 | 685 | 922 | ||||||
| Realized Hedge Gain (Loss) | (43) | — | — | — | — | (43) | ||||||
| Transaction-Related Costs | — | — | 447 | — | 107 | 554 | ||||||
| Legacy Matter Costs | — | — | — | — | 8 | 8 | ||||||
| Severance Costs | — | 167 | 176 | — | — | 343 | ||||||
| Restructuring Expense | — | — | — | — | — | — | ||||||
| Adjusted EBITDA | $ | 7,936 | $ | 1,021 | $ | 2,439 | $ | 43,265 | $ | (3,962) | $ | 50,699 |
| Parent Interest Income | $ | 2,422 |
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