Arxis adds Omnetics financials after acquisition

The added statements show Omnetics’ standalone results and provide illustrative combined income figures for 2025 and the first nine months of 2026.

Available on EDGAR 10/29/2026 - 07:50 AM EDT Accepted by SEC EDGAR 10/29/2026 - 07:50 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Arxis, Inc. (ARXS) added Omnetics Connector Corporation’s audited and interim financial statements and illustrative combined results after completing the acquisition on August 17, 2026. The agreed enterprise value was $770.0 million, subject to customary closing adjustments. Arxis issued 13,351,964 Class A shares to Omnetics’ former shareholders and funded $8.0 million of cash escrow accounts. Preliminary consideration transferred was $777,074,416.

Omnetics reported 2025 net sales of $113.5 million and net income attributable to Omnetics of $22.9 million. For the six months ended June 30, 2026, it reported net sales of $66.5 million and net income attributable to Omnetics of $14.4 million. These figures describe Omnetics on a standalone basis.

Pro forma combined revenue and net income were $1,608.345 million and $145.954 million for the nine months ended September 30, 2026, and $1,704.538 million and $46.307 million for 2025. The pro forma statements treat the merger as if it occurred January 1, 2025; they are illustrative and exclude potential revenue and operating synergies and cost savings.

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• Moderate pointOmnetics acquisition closed August 17, 2026; preliminary consideration transferred was $777,074,416. 3.3% of market cap

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Filing Explained

The completed deal’s 13,351,964 issued shares reduce existing holders’ ownership percentages, while acquired intangibles add amortization to pro forma results.

This amendment adds a preliminary purchase-price allocation for the completed Omnetics acquisition: $462.0 million is assigned to identifiable intangible assets, $354.6 million to goodwill, and $136.9 million to assumed liabilities, including $115.7 million of deferred tax liabilities. The 13,351,964 Class A shares issued at closing increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.

Pro forma basic and diluted earnings per share are $0.34 for the nine months ended September 30, 2026 and $0.11 for 2025. The weighted-average share calculations include 13,352 thousand merger shares; diluted calculations also include convertible common stock and unvested awards.

The purchase-price allocation remains preliminary; the filing says differences between the preliminary and final allocation may cause actual results to differ from the pro forma amounts.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Agreed enterprise value: $770.0 million Preliminary consideration transferred: $777,074,416 Class A common shares issued: 13,351,964 shares +5 more

8 metrics

Agreed enterprise value $770.0 million Omnetics acquisition; subject to customary closing adjustments

Preliminary consideration transferred $777,074,416 Omnetics acquisition

Class A common shares issued 13,351,964 shares Issued to former Omnetics shareholders at closing

Cash escrow accounts $8.0 million Funded pursuant to the merger agreement

Omnetics net sales $113.5 million Year ended December 31, 2025

Omnetics net income attributable to Omnetics $22.9 million Year ended December 31, 2025

Omnetics net sales $66.5 million Six months ended June 30, 2026

Omnetics net income attributable to Omnetics $14.4 million Six months ended June 30, 2026

Key Terms

enterprise value, acquisition method of accounting, preliminary purchase price allocation, goodwill, +1 more

5 terms

enterprise value financial

"agreed enterprise value, which was $770.0 million"

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

acquisition method of accounting financial

"prepared using the acquisition method of accounting pursuant to ASC 805"

An accounting method used when one company obtains control of another; the acquirer records the purchase by measuring the fair value of the consideration it gives up, identifying and measuring the acquiree’s identifiable assets and liabilities at their fair values, and recognizing either goodwill for excess purchase price or a gain if the fair value of net assets exceeds consideration. Measurement-period adjustments are allowed to revise provisional amounts as more information becomes available; the method applies only when control is obtained and replaces earlier approaches that combined owners’ interests without fair-value measurement.

preliminary purchase price allocation financial

"Preliminary Purchase Price Allocation"

goodwill financial

"the estimated excess of the purchase price over the fair value"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

two-class method financial

"pro forma basic net income per share is calculated using the two-class method"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much was Arxis’ acquisition of Omnetics?

The agreed enterprise value was $770.0 million, subject to customary closing adjustments, while preliminary consideration transferred was $777,074,416. Arxis issued 13,351,964 Class A shares to former Omnetics shareholders and funded $8.0 million of cash escrow accounts.

What were Omnetics’ reported financial results?

Omnetics reported $113.5 million in net sales and $22.9 million in net income attributable to Omnetics for 2025. For the six months ended June 30, 2026, it reported $66.5 million in net sales and $14.4 million in net income attributable to Omnetics.

What was included in Omnetics’ preliminary purchase price allocation?

The preliminary allocation included $914.0 million of total assets acquired, including $462.0 million of intangible assets, $354.6 million of goodwill, $52.5 million of inventories, and $44.9 million of other assets. It included $136.9 million of total liabilities, including $115.7 million of deferred tax liabilities.

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0002093536true00020935362026-08-172026-08-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2026

ARXIS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-43234	39-5113483
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1332 Blue Hills Avenue
Bloomfield, Connecticut				06002
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 860 243-7100

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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(s)		Name of each exchange on which registered
Class A common stock, par value $0.01 per share		ARXS		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. ☐

Explanatory Note

On August 18, 2026, Arxis, Inc. (the “Company”) filed a Current Report on Form 8-K (the "Initial 8-K") with the Securities and Exchange Commission (the "SEC") disclosing that on August 17, 2026, the Company closed on the transactions contemplated by the Agreement and Plan of Merger (the “Merger”) with Orion Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Arxis (the “Merger Sub”), Omnetics Connector Corporation, a Minnesota corporation (“Omnetics”), and Gary Jacobs, President of Omnetics, in his capacity as shareholder representative (the “Shareholder Representative”), entered into on May 29, 2026 (the "Merger Agreement"). The aggregate consideration for the Merger was based on an agreed enterprise value, which was $770.0 million, subject to customary closing adjustments. At closing, the Company issued 13,351,964 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”), to the former shareholders of Omnetics and funded $8.0 million of cash escrow accounts pursuant to the Merger Agreement. The issuance of the Company’s Class A common stock was made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

This Amendment No. 1 (this “Amendment”) amends the Initial 8-K to file the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K to be filed by amendment no later than 71 calendar days after the date on which the Initial 8-K was required to be filed. This Amendment should be read in conjunction with the Initial 8-K and the Company’s other filings with the SEC. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Initial 8-K with the SEC on August 18, 2026 and no attempt has been made in this Amendment to modify or update other information as disclosed in the Initial 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

•The audited consolidated financial statements of Omnetics as of and for the year ended December 31, 2025 and the notes related thereto are filed as Exhibit 99.2 hereto and are incorporated by reference herein.

•The unaudited consolidated financial statements of Omnetics as of and for the six months ended June 30, 2026 and the notes related thereto are filed as Exhibit 99.3 hereto and are incorporated by reference herein.

(b) Pro forma financial information.

The unaudited pro forma combined statements of income of the Company for the nine months ended September 30, 2026 and for the year ended December 31, 2025, giving pro forma effect to the Company's acquisition of all outstanding equity securities of Omnetics, and the notes related thereto are filed as Exhibit 99.4 hereto and are incorporated herein by reference.

(d) Exhibits.

Exhibit No.
23.1**		Consent of Boulay PLLP
99.1*		Press Release dated August 18, 2026 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed with the SEC on August 18, 2026)
99.2**		Omnetics Connector Corporation December 31, 2025 Audited Consolidated Financial Statements
99.3**		Omnetics Connector Corporation June 30, 2026 Unaudited Condensed Consolidated Financial Statements
99.4**		Arxis, Inc. Unaudited Pro Forma Financial Information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________________________

* Previously filed.

** Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Arxis, Inc.
Date:	October 29, 2026	By:	/s/ Azad Badakhsh
			Azad Badakhsh Chief Financial Officer and Treasurer

Exhibit 99.2

Omnetics Connector Corporation

Table of Contents

Independent Auditor's Report	1-2
Consolidated Financial Statements
Consolidated Balance Sheet	3
Consolidated Statement of Operations and Comprehensive Income	4
Consolidated Statement of Changes in Stockholders' Equity	5
Consolidated Statement of Cash Flows	6
Notes to the Consolidated Financial Statements	7-15

Independent Auditor's Report

To the Board of Directors and Stockholders

Omnetics Connector Corporation

Minneapolis, Minnesota

Opinion

We have audited the accompanying consolidated financial statements of Omnetics Connector Corporation (the "Company"), which comprise the consolidated balance sheet as of December 31, 2025, and the related consolidated statements of operations and comprehensive income, changes in stockholders' equity and cash flows for the year then ended, and the related notes to the consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

MN Eden Prairie | Mankato | Minneapolis

BoulayGroup.com (t) 952.893.9320

1

Independent Auditor's Report

In performing an audit in accordance with generally accepted auditing standards, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluate the overall presentation of the consolidated financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Minneapolis, Minnesota October 29, 2026

2

Omnetics Connector Corporation

Consolidated Balance Sheet

	December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	28,736,058
Marketable securities		19,171,084
Trade accounts receivable		13,023,878
Inventories, net		39,786,216
Prepaid assets		960,964
Total current assets		101,678,200
Long-term marketable securities		26,832,766
Property and equipment, net		7,985,796
Deferred income taxes		456,000
Goodwill		1,039,000
Operating lease right-of-use asset		5,409,766
Other assets		88,744
Total Assets	$	143,490,272
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable	$	2,053,869
Accrued expenses		7,657,973
Operating lease liability		292,547
Total current liabilities		10,004,389
Long-term portion of operating lease liability		6,260,197
Total liabilities		16,264,586
Stockholders' equity
Common stock, $.01 par value; 1,000,000 shares authorized, 618,831 shares issued and outstanding at December 31, 2025		6,188
Additional paid-in capital		60,433
Retained earnings		124,919,365
Accumulated other comprehensive income		449,513
Total stockholders' equity attributable to Omnetics Connector Corporation		125,435,499
Noncontrolling interest - Omnetics, LLC		1,790,187
Total stockholders' equity		127,225,686
Total Liabilities and Stockholders' Equity	$	143,490,272

The accompanying notes are an integral part of these consolidated financial statements.

3

Omnetics Connector Corporation

Consolidated Statement of Operations and Comprehensive Income

	Year Ended December 31, 2025
Net sales	$	113,518,473
Cost of products sold		64,588,339
Gross profit		48,930,134
Selling, general and administrative expenses		15,947,527
Operating income		32,982,607
Other income		2,028,874
Income before provision for income taxes		35,011,481
Provision for income taxes		7,535,000
Net income		27,476,481
Less: net income attributable to noncontrolling interest - Omnetics, LLC		4,592,551
Net income attributable to Omnetics Connector Corporation		22,883,930
Other Comprehensive Income:
Unrealized holding gains on marketable securities, net of tax		543,455
Less reclassification of gains on marketable securities included in net income, net of tax		(4,847)
Total other comprehensive income		538,608
Comprehensive income attributable to Omnetics Connector Corporation	$	23,422,538

The accompanying notes are an integral part of these consolidated financial statements.

4

Omnetics Connector Corporation

Consolidated Statement of Changes in Stockholders' Equity

	Common Stock Shares		Common Stock Par Value		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity - OCC		Noncontrolling Interest – Omnetics, LLC		Total Stockholders' Equity
Balance at December 31, 2024	618,831	$	6,188	$	60,433	$	102,035,435	$	(89,095)	$	102,012,961	$	4,994,907	$	107,007,868
Net income	—		—		—		22,883,930		—		22,883,930		4,592,551		27,476,481
Distributions	—		—		—		—		—		—		(7,797,271)		(7,797,271)
Other comprehensive income	—		—		—		—		538,608		538,608		—		538,608
Balance at December 31, 2025	618,831	$	6,188	$	60,433	$	124,919,365	$	449,513	$	125,435,499	$	1,790,187	$	127,225,686

The accompanying notes are an integral part of these consolidated financial statements.

5

Omnetics Connector Corporation

Consolidated Statement of Cash Flows

	Year Ended December 31, 2025
Cash Flows from Operating Activities
Net income	$	27,476,481
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,920,909
Deferred income taxes		1,611,826
Realized gain on sale of marketable securities		(6,135)
Non-cash operating lease expense		46,629
Unrealized loss on equity marketable securities		23,269
Changes in operating assets and liabilities:
Trade accounts receivable		(688,703)
Inventories		(2,758,505)
Prepaids and other assets		(219,246)
Trade accounts payable		(397,797)
Accrued expenses		1,720,983
Net cash provided by operating activities		28,729,711
Cash Flows used in Investing Activities
Payments for capital expenditures		(1,494,229)
Proceeds from marketable securities		10,534,873
Purchase of marketable securities		(23,409,070)
Net cash used in investing activities		(14,368,426)
Cash Flows used in Financing Activities
Distributions paid from Omnetics, LLC		(7,797,271)
Net cash used in financing activities		(7,797,271)
Net Increase in Cash and Cash Equivalents		6,564,014
Cash and Cash Equivalents - Beginning of Year		22,172,044
Cash and Cash Equivalents - End of Year	$	28,736,058

The accompanying notes are an integral part of these consolidated financial statements.

6

Notes to Omnetics Connector Corporation Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Omnetics Connector Corporation and its wholly-owned subsidiaries (the “Company”). The Company’s financials also consolidate Omnetics, LLC, including its wholly-owned subsidiary Omnetics Global Sales, Inc., as variable interest entities as described in Note 11.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). All significant intercompany balances and transactions have been eliminated in consolidation.

Nature of Business

The Company designs and manufactures micro-miniature and nano-miniature connectors along with custom cable harnesses for the avionics, aerospace, medical, and other high technology industries.

Accounting Estimates

Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates and the difference could be material. Significant items subject to such estimates and assumptions include the valuation of inventory, useful lives of property and equipment, and allowance for credit losses. It is at least reasonably possible that these estimates could change in the near term.

Revenue Recognition

The Company determines revenue recognition through the following steps:

•Identification of the contract or contracts with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when or as the Company satisfies the performance obligations.

The Company derives its revenues primarily from the sale of products and recognizes revenue at a point in time when control of these products is transferred to customers, and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. Control is generally transferred when the Company has a legal right to payment and usually occurs when products are shipped. Payment for products is usually received shortly after control of the product transfers to the customer. In certain instances, the Company will receive advances from customers. The Company records these advances as customer deposits when the cash is received and recognizes revenue as shipments are made.

The Company records reductions to revenues related to future product returns, allowances, and rebates based on the Company’s expectations and historical experience. Variable consideration is estimated at the most likely amount that is expected to be earned and is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

Sales and other taxes collected from customers that are remitted to governmental authorities are excluded from revenues. The Company has elected to expense the incremental costs incurred to obtain a contract, as the amortization period is less than a year.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose the transaction price allocated to unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company maintains its accounts primarily at two financial institutions. At times throughout the year, the Company’s cash and cash equivalents balances, which include cash invested in money market funds, may exceed amounts insured by the Federal Deposit Insurance Corporation. At December 31, 2025, cash equivalents were approximately $17,678,000. The Company does not believe it is exposed to any significant credit risk on cash and cash equivalents.

7

Marketable Securities

Marketable securities consist of debt and equity securities. The debt securities are comprised of corporate bonds and fixed income government securities and are considered available-for-sale and are recorded at their estimated fair value. Debt securities unrealized holding gains and losses are recorded as the difference between fair value and the amortized cost at the balance sheet date. The difference between the original cost and maturity value of a debt security is amortized to interest income. The cost of available-for-sale debt securities is determined by the specific identification method for purposes of computing unrealized and realized gains and losses. Unrealized holding gains and losses on available-for-sale debt securities are excluded from earnings and are reported as a separate component of Accumulated other comprehensive income (loss) until realized.

The equity securities are comprised of mutual funds and the Company reports any unrealized and realized gains and losses in other income on the Consolidated Statement of Operations and Comprehensive Income. The cost of equity securities is determined by the specific identification method for purposes of computing unrealized and realized gains and losses.

Marketable securities are classified as short-term or long-term in the Consolidated Balance Sheet based on their contractual maturity date or expectations regarding future sales.

The Company monitors its marketable securities to determine whether a loss exists related to the credit quality of the issuer. If the present value of the cash flows expected to be collected from the security is less than the amortized cost basis of the security, then a credit loss exists and an allowance against the security for credit losses is recorded. The allowance is limited to the amount by which fair value is below amortized cost, recognizing that the investment could be sold at fair value. Credit losses continue to be remeasured in subsequent reporting periods. When developing an estimate of expected credit losses, management considers all relevant information, including historical experience, current conditions, and reasonable forecasts of expected future cash flows. The Company is of the belief that such marketable securities will be collected in all material respects and thus, an allowance is not necessary at December 31, 2025.

Trade Accounts Receivable

Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition, and generally requires no collateral. The Company maintains an allowance for expected credit losses on accounts receivable, which is recorded as an offset to accounts receivable. Changes in the allowance for credit losses are included as a component of Selling, general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income. The Company assesses credit losses on a collective basis where similar risk characteristics exist. Risk characteristics considered by the Company include customer type, geography, market, credit status, and age of the receivable. Receivables that do not share risk characteristics with other receivables, or where known collectability issues exist, are evaluated on an individual basis. In determining the allowance for credit losses, the Company considers historical loss rates, adjusted for current market conditions, and reasonable and supportable forecasts of future economic conditions, when applicable. Accounts considered to be uncollectible are written off against the allowance for credit losses. The Company’s allowance for credit losses was not material at December 31, 2025.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined by the weighted average method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

The Company performs ongoing evaluations of all inventory for potential obsolescence. The evaluation includes analysis of historical sales and purchasing information as well as expected future product demand.

Long-Lived Assets

Property and equipment are stated at cost. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.

Depreciation is provided for using the straight-line method over the estimated useful lives as follows for the major classes of assets:

Asset Description Estimated Lives

Building 39 years

Office equipment, furniture and fixtures 5 years

Machinery and equipment 5 years

Leasehold improvements 5-15 years

Long-lived assets, such as property and equipment and operating lease right-of-use ("ROU") assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third party independent appraisals, as considered necessary.

8

Leases

The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Variable lease payments are recognized as lease expense in the period in which the obligation for those payments is incurred. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable. When the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. The operating lease ROU asset includes deferred rent previously recorded as a liability. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For lease agreements that contain both lease and non-lease components, the Company generally accounts for each component separately.

Rent expense, including the effects of lease incentives, is recognized on a straight-line basis over the term of the lease.

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company does not amortize goodwill. Goodwill is tested for impairment at least annually, and more frequently whenever economic events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. No goodwill impairment was recorded in 2025.

Income Taxes

The Company is taxed as a C corporation. As a result, the Company's taxable income is subject to federal and state income taxes at the corporate level. Therefore, a provision and liability for federal and state income taxes has been included in these consolidated financial statements.

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the bases of property and equipment, deferred revenue, and certain accrued liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent future tax return consequences of the book to tax differences, which will either be deductible or taxable, when the assets and liabilities are recovered or settled. Deferred taxes are also recognized in the event of operating losses that are available to offset future taxable income and tax credits that are available to offset future income taxes payable. The Company elected to account for the tax effects of the global intangible low tax income provision as a current period expense. In addition, the Company releases the income tax effects of items recorded in accumulated other comprehensive income (“AOCI”) using the aggregate portfolio approach.

The Company's accounting for uncertainty in income taxes follows the prescribed recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return with either (1) an increase in liability for income taxes or a reduction of an income tax refund receivable and/or (2) a reduction in a deferred tax asset or an increase in a deferred tax liability. On an annual basis, the Company performs a review of its material tax positions in accordance with recognition and measurement standards. Based on the Company's analysis, no significant uncertain tax positions require recognition at December 31, 2025.

The Company files income tax returns in the U.S. federal jurisdiction and in various states. The Company is no longer subject to U.S. federal income tax examinations for years before 2022, with few exceptions, and is no longer subject to state income tax examinations by tax authorities for years before 2021.

Research and Development

Research and development costs are expensed as incurred. Research and development costs amounted to approximately $2,257,000 for the year ended December 31, 2025, and are included within Selling, general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income.

Variable Interest Entities

Under generally accepted accounting principles, an enterprise is required to consolidate a variable interest entity (“VIE”) in which it holds a variable interest and is the primary beneficiary of the entity. In general, a VIE is a legal entity that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Under the revised accounting rules, an enterprise is the primary beneficiary of a VIE, which is the party that would be required to consolidate the VIE, if it has (1) the power to direct the activities that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If it is a related party group that holds these characteristics rather than a single party, then it is the party within the related party group that is most closely associated with the VIE that is the primary beneficiary.

9

In determining whether it is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors and judgments, including which activities most significantly impact the VIE's economic performance and which party controls such activities; the amount and characteristics of the Company’s interests in and other involvements with the VIE; the obligation and likelihood for the Company or other investors to provide financial support to the VIE; and the similarity with and significance of the business activities of the VIE to the Company and other parties or investors involved.

Fair Value of Financial Instruments

The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

•Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date.

•Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying values of cash equivalents, trade accounts receivable, trade accounts payable, and other financial working capital items approximate fair value at December 31, 2025, due to the short maturity nature of these items.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), to enhance the transparency and decision usefulness of income tax disclosures primarily related to the tax rate reconciliation and income taxes paid information. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. The Company adopted this standard in 2025 on a prospective basis, and updated its income tax note. The adoption of this accounting pronouncement did not have a material impact on the consolidated financial position or results of operations. See “Note 10. Income Taxes” for further information.

2. Concentrations, Risks, and Uncertainties

The Company's customers are predominantly major, well-established corporations that are located worldwide. Foreign sales were approximately 21% of net sales for the year ended December 31, 2025. Foreign customers represented 23% of trade accounts receivable at December 31, 2025.

One customer accounted for approximately 10% of total accounts receivable at December 31, 2025. The Company did not have any sales concentrations for the year ended December 31, 2025.

3. Inventories

Inventories consist of the following:

	December 31, 2025
Raw materials	$	22,122,210
Work in process		11,885,679
Finished goods		5,778,327
Inventories	$	39,786,216

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4. Marketable Securities

The amortized cost and fair value of the Company's investments in available-for-sale debt and equity securities at December 31, 2025 were as follows:

		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Debt Securities:
Fixed income government securities	$	30,561,864	$	387,991	$	(11,502)	$	30,938,353
Corporate bonds		12,289,900		213,764		(20,935)		12,482,729
Total debt securities		42,851,764		601,755		(32,437)		43,421,082
Equity Securities:
Fixed income mutual fund		2,646,819		—		(64,051)		2,582,768
Total equity securities		2,646,819		—		(64,051)		2,582,768
Totals	$	45,498,583	$	601,755	$	(96,488)	$	46,003,850

At December 31, 2025, gross unrealized holding gains (losses) related to marketable debt securities totaled approximately $569,000, excluding the impact of taxes. The Company recorded gross realized gains (losses) on the sale of marketable debt securities of approximately $6,000 for the year ended December 31, 2025. Other income in the Consolidated Statement of Operations and Comprehensive Income includes approximately $1,991,000 dividend and interest income for the year ended December 31, 2025.

Unrealized gains (losses) on marketable equity securities are reported in Other income on the Consolidated Statement of Operations and Comprehensive Income and totaled approximately $(23,000) for the year ended December 31, 2025.

The approximate maturities of the Company's marketable securities consist of the following:

	December 31, 2025
Fixed income mutual fund
Within one year	$	2,582,768
Fixed income government securities
Within one year		15,265,987
One to five years		15,672,366
Corporate bonds
Within one year		1,322,329
One to five years		11,160,400
Totals	$	46,003,850

The Company's investment in the fixed income mutual fund does not have a contractual maturity but is shown with current maturities in the table above and in the Consolidated Balance Sheet.

5. Fair Value Measurement

The following table summarizes the Company's financial instruments that were measured at fair value on a recurring basis at December 31, 2025:

				Fair Value Measurement
		Carrying Amount			Level 1			Level 2			Level 3
Fixed income mutual fund	$	2,582,768		$	2,582,768		$	—		$	—
Fixed income government securities		30,938,353			—			30,938,353			—
Corporate bonds		12,482,729			—			12,482,729			—
Totals	$	46,003,850		$	2,582,768		$	43,421,082		$	—

The mutual fund is valued by using quoted prices in an active market which are considered Level 1 inputs. Fixed income government securities and corporate bonds are valued by using quoted prices for identical or similar assets in a non-active market which are considered Level 2 inputs.

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period. There were no transfers into or out of Levels 1, 2, or 3 during the year ended December 31, 2025.

11

6. Property and Equipment

Property and equipment consists of the following:

		December 31, 2025
Land and building	$	2,291,175
Office equipment, furniture and fixtures		1,919,237
Machinery and equipment		15,626,225
Leasehold improvements		2,044,989
Deposits on equipment		77,199
Property and equipment, gross		21,958,825
Less: accumulated depreciation		(13,973,029)
Property and equipment, net	$	7,985,796

Depreciation expense was $1,920,909 for the year ended December 31, 2025.

7. Goodwill

The Company acquired Metric Tool & Stamping, LLC in 2023 and all of the goodwill relates to this business combination. Goodwill was $1,039,000 at December 31, 2025, and there were no changes in the carrying amount of goodwill during the year ended December 31, 2025.

8. Accrued Expenses

Accrued expenses consist of the following:

		December 31, 2025
Accrued compensation, related benefits and taxes	$	5,478,045
Accrued commissions		1,092,661
Accrued income taxes		1,066,105
Other accrued expenses		21,162
Accrued expenses	$	7,657,973

9. Lease Obligation

The Company has an operating lease agreement for its office and production facility that extends through March 2038. The Company has the option to renew the lease for two consecutive periods of five years each. The Company has not included the renewal options in the calculation. The Company is responsible for costs of insurance, taxes, repairs, and maintenance.

The components of lease expense consist of the following:

		Year Ended December 31, 2025
Operating lease expense	$	660,000
Variable lease expense		607,000
Total lease expense	$	1,267,000

At December 31, 2025, the estimated minimum future lease payments were as follows:

		Amount
2026	$	651,743
2027		667,827
2028		684,840
2029		702,162
2030		719,484
After 2030		5,778,454
Total lease payments		9,204,510
Less amount representing interest		(2,651,766)
Total lease liabilities	$	6,552,744

12

Supplemental cash flow and other information related to the lease was as follows for the year ended December 31, 2025:

Cash paid for amounts included in the measurement of lease liabilities:		613,000
Weighted average remaining lease term – operating lease (years)		12.25
Weighted average discount rate - operating lease		5.64%

10. Income Taxes

The income tax provision consists of the following components for the year ended December 31, 2025:

Current:
Federal	$	4,401,000
State		1,522,000
Total Current Tax Expense		5,923,000
Deferred:
Federal		1,583,000
State		29,000
Total Deferred Tax Expense		1,612,000
Total provision for income taxes	$	7,535,000

All pre-tax income is considered domestic for the year ended December 31, 2025.

For the year ended December 31, 2025, the change in deferred taxes within the income tax provision excludes approximately $143,000 of the deferred tax asset related to unrealized gains (losses) on debt investments, which was allocated to Accumulated other comprehensive income.

In connection with becoming a public business entity, the Company presents the rate reconciliation using the specific categories required by ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended December 31, 2025 was as follows:

U.S. Federal Statutory Tax Rate	$	7,352,000		21.00%
State and Local Income Taxes, Net of Federal Income Tax Effect (1)		1,315,000		3.77%
Effect of Cross-Border Tax Laws
Foreign derived intangible income deduction		(38,000)		(0.11)%
Tax Credit
Research and development tax credits		(97,000)		(0.28)%
Nontaxable or Nondeductible Items
Effect of nontaxable entity		(964,000)		(2.76)%
Other adjustments		5,000		0.01%
Other Adjustments		(38,000)		(0.11)%
Totals	$	7,535,000		21.52%

(1)State taxes in California and Minnesota made up the majority (greater than 50%) of the tax effect in this category.

Cash paid for income taxes, net of refunds, during the year ended December 31, 2025, was as follows:

Federal	$	5,000,000
California		769,000
Other		10,000
Total cash paid for income taxes, net of refunds	$	5,779,000

13

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below at December 31, 2025:

Accrued vacation	$	343,000
Inventories		679,000
Operating lease liabilities		1,490,000
R&D credit		516,000
Other assets		20,000
Deferred tax assets		3,048,000
Operating lease right of use asset		(1,231,000)
Property, plant, and equipment, net		(1,152,000)
Other liabilities		(209,000)
Deferred tax liabilities		(2,592,000)
Net deferred tax asset	$	456,000

At December 31, 2025, the Company had federal and state capital loss carryforwards (tax effected) of approximately $16,000 and federal and state credit carryforwards (tax effected) of approximately $516,000. The federal capital loss carryforward will expire between 2027 and 2029. The state loss and credit carryforwards will expire between 2037 and 2041. Utilization of the Company’s capital loss and tax credit carryforwards may be subject to annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of state net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three year period.

In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, reversal of existing temporary differences, and forecasts of future taxable income. A valuation allowance is required to be established unless management determines it is more likely than not that the Company will ultimately utilize the tax benefit associated with a deferred tax asset. At December 31, 2025, no deferred tax asset valuation allowance was considered necessary, as the Company has determined it is more likely than not that the deferred assets will be realized in future periods.

The Company remains subject to IRS examination for the 2022 through 2024 tax years. Additionally, the Company files multiple state and local income tax returns and remains subject to examination in various jurisdictions for the 2021 through 2024 tax years. The California income tax examinations for tax years 2019 and 2020 have been concluded, while the examinations for tax years 2022 and 2023 remain ongoing. The Company does not currently anticipate material additional tax liabilities related to these open examinations. At December 31, 2025, the Company did not have any unrecognized tax benefit.

On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” into law. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic research and development expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense. These changes, primarily timing differences with no net impact, were incorporated in the income tax provision for the year ended December 31, 2025.

11. Variable Interest Entities

Omnetics Connector Corporation holds a variable interest in, and is the primary beneficiary of, Omnetics, LLC and its wholly-owned subsidiary, Omnetics Global Sales, Inc (the “Omnetics VIE”). This determination was primarily due to common ownership, the Company's shareholders and the members of Omnetics, LLC are the same, and the economic purpose of the Omnetics VIE. The Omnetics VIE was created to obtain tax benefits for the Company’s sales outside of the United States of America. All operating activities of the Omnetics VIE are consolidated into the financial statements of the Company and the equity interests of the Omnetics VIE not owned by the Company are presented as noncontrolling interest.

During 2025, the Company's significant transactions with the Omnetics VIE included recording commission expense totaling approximately $4,583,000.

The Company does not have any explicit liquidity arrangements or obligations to provide financial support to the Omnetics VIE beyond the commission arrangement described above. Except for the assets presented in the balance sheet below, which can be used only to settle the obligations of Omnetics VIE, the consolidated assets of the Company are not restricted for this purpose.

The balance sheet of the Omnetics VIE, before eliminations, was as follows:

December 31, 2025

Assets

14

Cash	$	4,080
Receivable from Omnetics Connector Corporation		1,792,721
Total assets		1,796,801
Liabilities and Members' Equity
Members' equity		1,796,801
Total liabilities and members' equity	$	1,796,801

12. Employee Benefit Plans

The Company has established the Omnetics Connector Corporation 401(k) profit sharing plan for employees who have attained certain age and service requirements. The Plan is a defined contribution profit sharing plan with a 401(k) salary deferral provision. Eligible employees may elect to defer up to 100% of compensation not to exceed IRS limitations.

The Company may make discretionary profit sharing and/or safe harbor nonelective contributions. The Company made safe harbor nonelective contributions of approximately $1,052,000 for the year ended December 31, 2025. The Company also made a discretionary profit sharing contribution of approximately $400,000 for the year ended December 31, 2025.

13. Subsequent Events

On May 29, 2026, Omnetics Connector Corporation entered into an Agreement and Plan of Merger with Arxis, Inc. (the “Omnetics Merger”). The Omnetics Merger closed on August 17, 2026, with Arxis acquiring 100% of the outstanding equity of Omnetics. Preliminary purchase consideration of $777,074,416 was paid to the Company’s shareholders primarily in the form of shares of Arxis, Inc.’s Class A common stock. The consideration transferred is subject to customary closing adjustments.

The Company has evaluated subsequent events through October 29, 2026, the date the consolidated financial statements were available to be issued.

15

Exhibit 99.3

Omnetics Connector Corporation

Table of Contents

Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheet	1
Condensed Consolidated Statement of Operations and Comprehensive Income	2
Condensed Consolidated Statement of Changes in Stockholders' Equity	3
Condensed Consolidated Statement of Cash Flows	4
Notes to Omnetics Connector Corporation Condensed Consolidated Financial Statements	5-8

Omnetics Connector Corporation

Condensed Consolidated Balance Sheet (Unaudited)

		June 30, 2026
Assets
Current assets
Cash and cash equivalents	$	41,596,320
Marketable securities		23,031,676
Trade accounts receivable		16,476,765
Inventories, net		44,398,216
Prepaid assets		414,518
Total current assets		125,917,495
Property and equipment, net		7,499,179
Deferred income taxes		566,818
Goodwill		1,039,000
Operating lease right-of-use asset		5,250,254
Other assets		88,096
Total Assets	$	140,360,842
Liabilities and Stockholders' Equity
Current liabilities
Trade accounts payable	$	1,427,947
Accrued expenses		9,312,183
Operating lease liability		309,073
Total current liabilities		11,049,203
Long-term portion of operating lease liability		6,101,442
Total liabilities		17,150,645
Stockholders' equity
Common stock, $.01 par value; 1,000,000 shares authorized; 618,831 shares issued and outstanding at June 30, 2026		6,188
Additional paid-in capital		60,433
Retained earnings		119,456,820
Accumulated other comprehensive income		32,293
Total stockholders' equity attributable to Omnetics Connector Corporation		119,555,734
Noncontrolling interest – Omnetics, LLC		3,654,463
Total stockholders' equity		123,210,197
Total Liabilities and Stockholders' Equity	$	140,360,842

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Omnetics Connector Corporation

Condensed Consolidated Statement of Operations and Comprehensive Income (Unaudited)

		Six Months Ended June 30, 2026
Net sales	$	66,547,727
Cost of products sold		35,557,056
Gross profit		30,990,671
Selling, general and administrative expenses		9,863,263
Operating income		21,127,408
Other income		1,451,814
Income before provision for income taxes		22,579,222
Provision for income taxes		4,363,698
Net income		18,215,524
Less: net income attributable to noncontrolling interest - Omnetics, LLC		3,813,594
Net Income Attributable to Omnetics Connector Corporation		14,401,930
Other Comprehensive Loss:
Unrealized holding losses on marketable securities, net of tax		(233,169)
Less reclassification of gains on marketable securities included in net income, net of tax		(184,051)
Total other comprehensive loss		(417,220)
Comprehensive income attributable to Omnetics Connector Corporation	$	13,984,710

The accompanying notes are an integral part of these condensed consolidated financial statements

1

Omnetics Connector Corporation

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)

	Common Stock Shares		Common Stock Par Value		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders' Equity - OCC		Noncontrolling Interest – Omnetics, LLC		Total Stockholders' Equity
Balance at December 31, 2025	618,831	$	6,188	$	60,433	$	124,919,365	$	449,513	$	125,435,499	$	1,790,187	$	127,225,686
Net income	—		—		—		14,401,930		—		14,401,930		3,813,594		18,215,524
Distributions	—		—		—		(19,864,475)		—		(19,864,475)		(1,949,318)		(21,813,793)
Other comprehensive loss	—		—		—		—		(417,220)		(417,220)		—		(417,220)
Balance at June 30, 2026	618,831	$	6,188	$	60,433	$	119,456,820	$	32,293	$	119,555,734	$	3,654,463	$	123,210,197

The accompanying notes are an integral part of these condensed consolidated financial statements

2

Omnetics Connector Corporation

Condensed Consolidated Statement of Cash Flows (Unaudited)

		Six Months Ended June 30, 2026
Cash Flows from Operating Activities
Net income	$	18,215,524
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		949,920
Realized gain on sale of marketable securities		(227,466)
Non-cash operating lease expense		17,283
Unrealized gain on equity marketable securities		(64,051)
Changes in operating assets and liabilities:
Trade accounts receivable		(3,452,887)
Inventories		(4,612,000)
Prepaids and other assets		547,183
Trade accounts payable		(625,922)
Accrued expenses		1,654,210
Net cash provided by operating activities		12,401,794
Cash Flows from Investing Activities
Payments for capital expenditures		(463,303)
Proceeds from marketable securities		23,629,724
Purchase of marketable securities		(894,160)
Net cash provided by investing activities		22,272,261
Cash Flows used in Financing Activities
Distributions paid from Omnetics Connector Corporation		(19,864,475)
Distributions paid from Omnetics, LLC		(1,949,318)
Net cash used in financing activities		(21,813,793)
Net Increase in Cash and Cash Equivalents		12,860,262
Cash and Cash Equivalents – Beginning of Period		28,736,058
Cash and Cash Equivalents – End of Period	$	41,596,320

The accompanying notes are an integral part of these condensed consolidated financial statements

3

Notes to Omnetics Connector Corporation Condensed Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Omnetics Connector Corporation and its wholly-owned subsidiaries, (the “Company”). The Company’s financials also consolidate Omnetics, LLC, including its wholly-owned subsidiary Omnetics Global Sales, Inc., as variable interest entities as described in Note 10. All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period have been included. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and related notes at and for the year ended December 31, 2025. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the valuation of inventory, useful lives of property and equipment, and the allowance for credit losses. Actual results could differ from those estimates.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies from those described in the audited consolidated financial statements for the year ended December 31, 2025.

Research and Development

Research and development costs are expensed as incurred. Research and development costs amounted to approximately $1,129,000 for the six months ended June 30, 2026, and are included within Selling, general and administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive Income.

2. Concentrations, Risks, and Uncertainties

The Company's customers are predominantly major, well-established corporations that are located worldwide. Foreign sales were approximately 18% of net sales for the six months ended June 30, 2026. Foreign customers represented approximately 32% of trade accounts receivable at June 30, 2026.

The Company did not have any sales concentrations for the six months ended June 30, 2026. All of the Company's revenue from contracts with customers for the six months ended June 30, 2026 was recognized at a point in time when control transferred to customers, generally upon shipment in accordance with the applicable contractual terms.

The Company did not have any accounts receivable concentrations at June 30, 2026. The Company's allowance for credit losses was not material at June 30, 2026.

3. Inventories

Inventories consist of the following:

		June 30, 2026
Raw materials	$	20,803,367
Work in process		17,696,804
Finished goods		5,898,045
Inventories	$	44,398,216

4

4. Marketable Securities

The amortized cost and fair value of the Company's investments in available-for-sale debt at June 30, 2026 were as follows:

		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Debt Securities:
Fixed income government securities	$	22,823,140	$	118,396	$	(82,016)	$	22,859,520
Corporate bonds		167,345		4,811		—		172,156
Totals	$	22,990,485	$	123,207	$	(82,016)	$	23,031,676

At June 30, 2026, gross unrealized holding gains (losses) related to marketable debt securities totaled approximately $41,000, excluding the impact of taxes. The Company reviewed its available-for-sale securities in an unrealized loss position and concluded that the decline in fair value was not related to credit losses and is recoverable. The Company recorded gross realized gains (losses) on the sale of marketable securities of approximately $227,000 for the six months ended June 30, 2026. Other income in the Condensed Consolidated Statement of Operations and Comprehensive Income includes approximately $1,174,000 of dividend and interest income for the six months ended June 30, 2026.

The approximate maturities of the Company's marketable securities consist of the following:

	June 30, 2026
Fixed income government securities
Within one year	$	11,861,942
One to five years		10,997,578
Corporate bonds
Within one year		—
One to five years		172,156
Totals	$	23,031,676

Although certain of the Company's marketable debt securities have contractual maturities beyond one year, the Company considers all of its marketable securities to be available for use in current operations and, accordingly, has classified all marketable securities as current assets in the Condensed Consolidated Balance Sheet at June 30, 2026.

5. Fair Value Measurement

The following table summarizes the Company's financial instruments that were measured at fair value on a recurring basis at June 30, 2026:

			Fair Value Measurement
		Carrying Amount		Level 1		Level 2		Level 3
Fixed income government securities	$	22,859,520	$	—	$	22,859,520	$	—
Corporate bonds		172,156		—		172,156		—
Totals	$	23,031,676	$	—	$	23,031,676	$	—

The fixed income government securities and corporate bonds are valued by using quoted prices for identical or similar assets in a non-active market which are considered Level 2 inputs.

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period. There were no transfers into or out of Levels 1, 2, or 3 during the six months ended June 30, 2026.

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6. Property and Equipment

Property and equipment consists of the following:

	June 30, 2026
Land and building	$	2,291,175
Office equipment, furniture and fixtures		1,939,656
Machinery and equipment		16,146,308
Leasehold improvements		2,044,989
Property and equipment, gross		22,422,128
Less: accumulated depreciation		(14,922,949)
Property and equipment, net	$	7,499,179

Depreciation expense was $949,920 for the six months ended June 30, 2026.

7. Goodwill

The Company acquired Metric Tool & Stamping, LLC in 2023 and all of the goodwill relates to this business combination. Goodwill was $1,039,000 at June 30, 2026, and there were no changes in the carrying amount of goodwill during the six months ended June 30, 2026.

8. Accrued Expenses

Accrued expenses consist of the following:

		June 30, 2026
Accrued compensation, related benefits and taxes	$	5,156,748
Accrued income taxes		3,095,939
Accrued commissions		1,055,019
Other accrued expenses		4,477
Accrued expenses	$	9,312,183

9. Income Taxes

The Company is taxed as a C corporation. The provision for income taxes for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items recognized in the period. The Company's effective tax rate for the six months ended June 30, 2026 was approximately 19.33%, which differs from the federal statutory rate of 21% primarily due to state income taxes, the foreign-derived intangible income deduction, research and development credits, and the effect of income attributable to the nontaxable entity. No significant uncertain tax positions require recognition at June 30, 2026.

10. Variable Interest Entities

Omnetics Connector Corporation holds a variable interest in, and is the primary beneficiary of, Omnetics, LLC and its wholly-owned subsidiary, Omnetics Global Sales, Inc (the “Omnetics VIE”). This determination was primarily due to common ownership, the Company's shareholders and the members of Omnetics, LLC are the same, and the economic purpose of the Omnetics VIE. The Omnetics VIE was created to obtain tax benefits for the Company’s sales outside of the United States of America. All operating activities of the Omnetics VIE are consolidated into the financial statements of the Company and the equity interests of the Omnetics VIE not owned by the Company are presented as noncontrolling interest.

During the six months ended June 30, 2026, the Company recorded commission expense to the Omnetics VIE of approximately $3,814,000, which is eliminated in consolidation.

The Company does not have any explicit liquidity arrangements or obligations to provide financial support to Omnetics, LLC or Omnetics Global Sales, Inc. beyond the commission arrangement described above. Except for the assets presented in the balance sheet below, which can be used only to settle the obligations of Omnetics, LLC and its subsidiary, the consolidated assets of the Company are not restricted for this purpose.

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The condensed balance sheet of the Omnetics VIE, before eliminations, was as follows:

		June 30, 2026
Assets
Cash	$	3,925
Receivable from Omnetics Connector Corporation		3,654,619
Total assets		3,658,544
Liabilities and Members' Equity
Members' equity		3,658,544
Total liabilities and members' equity	$	3,658,544

11. Employee Benefit Plans

The Company has established the Omnetics Connector Corporation 401(k) profit sharing plan for employees who have attained certain age and service requirements. The Plan is a defined contribution profit sharing plan with a 401(k) salary deferral provision. Eligible employees may elect to defer up to 100% of compensation not to exceed IRS limitations. The Company may make discretionary profit sharing and/or safe harbor nonelective contributions. The Company made safe harbor nonelective contributions of approximately $613,000 for the six months ended June 30, 2026. The Company also made a discretionary profit sharing contribution of approximately $200,000 for the six months ended June 30, 2026.

12. Subsequent Events

On May 29, 2026, Omnetics Connector Corporation entered into an Agreement and Plan of Merger with Arxis, Inc (the “Omnetics Merger”). The Omnetics Merger closed on August 17, 2026, with Arxis acquiring 100% of the outstanding equity of Omnetics. Preliminary purchase consideration of $777,074,416 was paid to the Company's shareholders primarily in the form of shares of Arxis, Inc’s Class A common stock. The consideration transferred is subject to customary closing adjustments.

The Company has evaluated subsequent events through October 29, 2026, the date the condensed consolidated financial statements were available to be issued.

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Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On August 17, 2026 (the “Closing Date”), Arxis, Inc. (“Arxis” or the “Company”) completed the previously announced acquisition of Omnetics Connector Corporation (“Omnetics”) pursuant to the Agreement and Plan of Merger (the “Omnetics Merger”).

The following unaudited pro forma condensed combined financial information was prepared in accordance with the requirements of Article 11 of Regulation S-X and gives effect to the Omnetics Merger (the “Transaction Accounting Adjustments”, as described below in "Note 1. Description of the Omnetics Merger and Basis of Presentation”) as if it had occurred on January 1, 2025 for purposes of the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026 and for the year ended December 31, 2025.

The unaudited pro forma condensed combined financial information gives pro forma effect only to the Omnetics Merger and does not give pro forma effect to any other transactions completed by the Company during 2026, except as described in Note 2(g) with respect to the determination of pro forma weighted-average common shares outstanding. The results of such other transactions are included in the historical results of the Company from their respective transaction dates.

In accordance with Rule 11-02(c)(1) of Regulation S-X, the unaudited pro forma condensed combined financial information is not required to, and does not, include an unaudited pro forma condensed combined balance sheet as of September 30, 2026 because the Omnetics Merger is already reflected in the Company’s historical condensed consolidated balance sheet as of September 30, 2026, included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the Securities and Exchange Commission (“SEC”) on October 29, 2026.

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X using accounting policies in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The unaudited pro forma condensed combined financial information: (1) was prepared using the acquisition method of accounting pursuant to Accounting Standards Codification 805, Business Combinations (“ASC 805”), with the Company being the accounting acquirer, and (2) has been adjusted to give pro forma effect to the historical consolidated financial statements of the Company and Omnetics to account for the Omnetics Merger.

In accordance with ASC 805, the Company used its best estimates and assumptions to assign fair values to the tangible and identifiable intangible assets acquired and liabilities assumed, and to the related income tax impacts as of the Closing Date. The estimated excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed was allocated to goodwill. The estimated fair values of the assets acquired and liabilities assumed are considered preliminary and are based on the information that was available as of the Closing Date. Actual future results of the combined company may differ significantly from the pro forma amounts presented here due to various factors, including differences between the preliminary purchase price allocation and the final allocation, future business performance, integration efforts, and market conditions. The unaudited pro forma condensed combined financial information reflects all material adjustments necessary to be in accordance with Article 11 of Regulation S-X and is based on available information and certain assumptions we believe are reasonable but are subject to change.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only. Such information is not necessarily indicative of the operating results or financial position that would have been achieved if the Omnetics Merger had been consummated on the date indicated, or that the combined company may achieve in future periods. Further, the unaudited pro forma condensed combined financial information does not reflect any revenue and operating synergies or cost savings that may result from the Omnetics Merger.

The unaudited pro forma condensed combined financial information and related notes are derived from:

•The historical unaudited condensed consolidated financial statements of Arxis for the nine months ended September 30, 2026, and related notes, included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, as filed with the SEC on October 29, 2026;

•The historical audited combined financial statements of Arxis for the year ended December 31, 2025, and related notes, included in the Company’s final prospectus filed with the SEC on April 16, 2026 pursuant to Rule 424(b) of the Securities Act of 1933;

•The historical audited consolidated financial statements of Omnetics as of and for the year ended December 31, 2025, and related notes, included as Exhibit 99.2 to this Current Report on Form 8-K/A; and

•The historical unaudited condensed consolidated financial statements of Omnetics as of and for the six months ended June 30, 2026, and related notes, included as Exhibit 99.3 to this Current Report on Form 8-K/A.

ARXIS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2026

(in thousands, except per share data)

				Historical Omnetics
	Historical Arxis(1)			Period from January 1 to June 30, 2026			Period from July 1 to August 16, 2026			Transaction Accounting Adjustments			Note 2			Pro Forma Arxis
Revenue	$	1,523,565		$	66,548		$	18,232		$	—						$	1,608,345
Cost of revenue		720,036			35,557			9,242			(4,828)		(a), (c), (d)					760,007
Gross profit		803,529			30,991			8,990			4,828							848,338
Selling, general and administrative expenses		413,913			9,864			2,991			6		(a), (c)					426,774
Amortization of intangible assets		113,001			—			—			15,437		(b)					128,438
Operating income (loss)		276,615			21,127			5,999			(10,615)							293,126
Interest expense, net		101,273			—			—			—							101,273
Other income, net		(11,990)			(1,452)			(106)			—							(13,548)
Net income (loss) before income taxes		187,332			22,579			6,105			(10,615)							205,401
Income tax expense (benefit)		55,219			4,363			1,189			(1,324)		(f)					59,447
Net income (loss)		132,113			18,216			4,916			(9,291)							145,954
Less: Net income (loss) attributable to noncontrolling interest		—			3,814			494			(4,308)		(e)					—
Net income (loss) attributable to Arxis	$	132,113		$	14,402		$	4,422		$	(4,983)						$	145,954
Income (loss) per share
Basic	$	0.19											(g)				$	0.34
Diluted	$	0.19											(g)				$	0.34
Number of shares used in computing income (loss) per share:
Basic		409,073											(g)					422,895
Diluted		419,211											(g)					433,033

(1)Includes Omnetics results from the closing date of August 17, 2026 through September 30, 2026.

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

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ARXIS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2025

(in thousands, except per share data)

		Historical Arxis			Historical Omnetics			Transaction Accounting Adjustments			Note 2		Pro Forma Arxis
Revenue		$	1,591,020		$	113,518		$	—				$	1,704,538
Cost of revenue			836,304			64,588			8,465		(a), (c), (d)			909,357
Gross profit			754,716			48,930			(8,465)					795,181
Selling, general and administrative expenses			339,081			15,947			33		(a), (c), (e)			355,061
Amortization of intangible assets			138,937			—			24,659		(b)			163,596
Operating income (loss)			276,698			32,983			(33,157)					276,524
Interest expense, net			220,316			—			—					220,316
Other income, net			(5,932)			(2,029)			—					(7,961)
Net income (loss) before income taxes			62,314			35,012			(33,157)					64,169
Income tax expense (benefit)			16,325			7,535			(5,998)		(f)			17,862
Net income (loss)			45,989			27,477			(27,159)					46,307
Less: Net income (loss) attributable to noncontrolling interest			—			4,593			(4,593)		(e)			—
Net income (loss) attributable to Arxis		$	45,989		$	22,884		$	(22,566)				$	46,307
Income (loss) per share
Basic			N/A								(g)		$	0.11
Diluted			N/A								(g)		$	0.11
Number of shares used in computing net income (loss) per share:
Basic			N/A								(g)			422,775
Diluted			N/A								(g)			432,913

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Description of the Omnetics Merger and Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and presents the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026, and for the year ended December 31, 2025, which combine the historical statements of operations of Arxis and Omnetics, giving effect to the Omnetics Merger as if it had occurred on January 1, 2025.

The unaudited pro forma combined statements of operations combine the results of operations of Arxis for the nine months ended September 30, 2026 (which includes the results of Omnetics starting August 17, 2026) with the results of operations of Omnetics for the six months ended June 30, 2026 and for the period from July 1, 2026 to August 16, 2026.

The Omnetics Merger

On May 29, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Omnetics. Omnetics is a leading designer and manufacturer of proprietary high-reliability Micro-D-Sub and Nano-D-Sub connectors and interconnect assemblies used in critical defense and space, commercial aerospace and medical applications and operates within the Company’s Electronic Components segment.

On August 17, 2026, the Company closed the Omnetics Merger. The aggregate consideration for the Merger was based on an agreed enterprise value, which was $770.0 million, subject to customary closing adjustments. At closing, the Company issued 13,351,964 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”), to the former shareholders of Omnetics and funded $8.0 million of cash escrow accounts pursuant to the Merger Agreement.

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of the Omnetics Merger. Under the acquisition method of accounting, in accordance with ASC 805, the assets and liabilities of Omnetics, at the Closing Date, were recorded at their estimated fair values and any excess of the consideration transferred over the fair value of Omnetics’ net assets was allocated to goodwill. The assets and liabilities of Omnetics have been measured based on various estimates, based on information that is currently available. The results of operations of Omnetics are included within the Company’s results of operations prospectively from the Closing Date.

The unaudited pro forma condensed combined financial data does not reflect any cost savings, operating synergies, or revenue enhancements from the Omnetics Merger.

Preliminary Consideration Transferred

The total preliminary consideration transferred is calculated as follows (in thousands, except per share data):

Shares of Arxis Class A common stock issued		13,352
Price per share of Arxis Class A common stock(1)	$	57.60
Fair value of shares issued	$	769,073
Cash consideration(2)	$	8,001
Total consideration transferred	$	777,074

(1)Represents the closing price per share of Arxis Class A common stock as of August 17, 2026.

(2)Represents cash held in escrow and cash paid in lieu of fractional shares.

Preliminary Purchase Price Allocation

The preliminary consideration transferred was allocated to the identifiable assets acquired and liabilities assumed of Omnetics based on their preliminary estimated fair values and consisted of total assets acquired of $914.0 million, including $462.0 million of intangible assets, $354.6 million of goodwill, $52.5 million of inventories, and $44.9 million of all other current and non-current assets, with $136.9 million of assumed total liabilities, which includes $115.7 million of deferred tax liabilities.

Goodwill is calculated as the excess of the total consideration transferred over the estimated fair value of the net assets acquired. The goodwill is attributable to synergies and economies of scale expected from combining the operations of Arxis and Omnetics.

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Note 2. Notes to Unaudited Pro Forma Condensed Combined Statements of Operations

Transaction Accounting Adjustments include the following adjustments related to the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026 and for the year ended December 31, 2025, as follows:

(a)Represents an adjustment to Cost of revenue and Selling, general and administrative expenses for amortization expense related to a favorable lease asset recognized in connection with below-market contractual lease terms, with a fair value of $2.2 million and a remaining lease term of 11 years.

		Period from January 1, 2026 to August 16, 2026
(in thousands)		Historical Amortization Expense			Pro Forma Adjustment			Pro Forma Amortization Expense
Cost of revenue	$	—		$	105		$	105
Selling, general and administrative expenses		—			21			21
Total amortization expense	$	—		$	126		$	126

		Year Ended December 31, 2025
(in thousands)		Historical Amortization Expense			Pro Forma Adjustment			Pro Forma Amortization Expense
Cost of revenue	$	—		$	169		$	169
Selling, general and administrative expenses		—			32			32
Total amortization expense	$	—		$	201		$	201

(b)Represents an adjustment to Amortization of intangible assets for amortization expense related to the step-up in fair value of definite-lived intangible assets acquired, including Customer Relationships, Developed Technology, and Trademarks, with fair values of $311.7 million, $117.7 million, and $32.6 million, respectively, and estimated useful lives of 23 years, 15 years, and 10 years, respectively.

		Period from January 1, 2026 to August 16, 2026
(in thousands)		Historical Amortization Expense			Pro Forma Adjustment			Pro Forma Amortization Expense
Amortization of intangible assets	$	—		$	15,437		$	15,437

		Year Ended December 31, 2025
(in thousands)		Historical Amortization Expense			Pro Forma Adjustment			Pro Forma Amortization Expense
Amortization of intangible assets	$	—		$	24,659		$	24,659

(c)Represents an adjustment to Cost of revenue and Selling, general and administrative expenses for depreciation expense related to the step-up in fair value of Property, plant and equipment acquired, with a total fair value of $15.1 million and an estimated useful life range of 3 - 30 years.

		Period from January 1, 2026 to August 16, 2026
(in thousands)		Historical Depreciation Expense			Pro Forma Adjustment			Pro Forma Depreciation Expense
Cost of revenue	$	1,138		$	(85)		$	1,053
Selling, general and administrative expenses		123			(15)			108
Total depreciation expense	$	1,261		$	(100)		$	1,161

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		Year Ended December 31, 2025
(in thousands)		Historical Depreciation Expense			Pro Forma Adjustment			Pro Forma Depreciation Expense
Cost of revenue	$	1,738		$	(57)		$	1,681
Selling, general and administrative expenses		182			(9)			173
Total depreciation expense	$	1,920		$	(66)		$	1,854

(d)Represents an adjustment to Cost of revenue related to the step-up in fair value of inventory acquired for the year ended December 31, 2025. The Company recognizes the step-up in Cost of revenue as the related inventory is sold, which is based on the Company's average historical inventory turnover, and is expected to occur within 12 months of the Closing Date. Accordingly, the full amount of the step-up is reflected in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025. The adjustment for the nine months ended September 30, 2026 reduces Cost of revenue due to the reversal of the inventory fair value step-up recognized in the post-acquisition period from August 17, 2026 to September 30, 2026 that would not have been recognized on a pro forma basis assuming the Omnetics Merger occurred on January 1, 2025.

		Nine Months Ended September 30, 2026
(in thousands)		Historical Amortization Expense			Pro Forma Adjustment			Pro Forma Amortization Expense
Cost of revenue	$	4,848		$	(4,848)		$	—

		Year Ended December 31, 2025
(in thousands)		Historical Amortization Expense			Pro Forma Adjustment			Pro Forma Amortization Expense
Cost of revenue	$	—		$	8,353		$	8,353

(e)Represents an adjustment to Selling, general and administrative expenses and Net income (loss) attributable to noncontrolling interest to remove the historical results of operations of a variable interest entity (the “VIE”) previously consolidated by Omnetics, as the agreements between Omnetics and the VIE were terminated on the Closing Date.

		Period from January 1, 2026 to August 16, 2026
(in thousands)		Historical Amount			Pro Forma Adjustment			Pro Forma Amount
Net income (loss) attributable to noncontrolling interest	$	4,308		$	(4,308)		$	—

		Year Ended December 31, 2025
(in thousands)		Historical Amount			Pro Forma Adjustment			Pro Forma Amount
Selling, general and administrative expenses	$	(10)		$	10		$	—
Net income (loss) attributable to noncontrolling interest		4,593			(4,593)			—

(f)Represents an adjustment to Income tax expense (benefit) of $(1.3) million and $(6.0) million to reflect the tax impact of the aforementioned adjustments using the corporate statutory tax rate of 21% for the nine months ended September 30, 2026 and for the year ended December 31, 2025. This includes incremental income tax expense due to the elimination of the VIE.

(g)The unaudited pro forma condensed combined basic and diluted net income per share calculations give effect to the shares of Class A common stock issued as consideration in the Omnetics Merger as if such shares had been outstanding as of the beginning of each period presented.

Because Arxis did not have common stock outstanding prior to the Reorganization, pro forma weighted-average common shares outstanding for both periods include the shares issued in the Reorganization and the IPO (as described and defined within the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on April 16, 2026) as if issued on January 1, 2025, reflecting the Company’s capital structure at the time of the Omnetics Merger. The Reorganization and the IPO are reflected solely in pro forma weighted-average common shares outstanding for purposes of determining pro forma net income per share. Shares of common stock issued upon the vesting of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) granted in connection with the Reorganization are included in pro forma basic weighted-average common shares outstanding from their

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respective vesting dates. Unvested RSAs and RSUs are excluded from pro forma basic weighted-average common shares outstanding.

The Company’s share of convertible common stock is a participating security. Accordingly, pro forma basic net income per share is calculated using the two-class method, under which pro forma net income is allocated to the convertible common stock based on its contractual right to participate in dividends on an as-converted basis, determined using shares outstanding as of September 30, 2026. For pro forma diluted net income per share, the Company applied the if-converted method, which was more dilutive than the two-class method for both periods presented.

Pro forma diluted weighted-average common shares outstanding include the dilutive effect of unvested RSAs and RSUs granted in connection with the Reorganization and the convertible common stock as if such instruments had been outstanding for the entirety of each period presented. The dilutive effect of unvested RSAs and RSUs was calculated using the treasury stock method based on the Company’s computation for the period from April 1, 2026 through September 30, 2026 in its historical financial statements. Because the Company’s Class A common stock was not publicly traded prior to the IPO, the same incremental shares were applied to the year ended December 31, 2025. The dilutive effect of the convertible common stock was calculated under the if-converted method as of September 30, 2026, consistent with the Company’s diluted net income per share for the nine months ended September 30, 2026.

The following table summarizes the computation of the unaudited pro forma net income per share, basic and diluted:

(in thousands, except per share data)	For the Nine Months Ended September 30, 2026			For the Year Ended December 31, 2025
Numerator:
Pro forma combined net income	$	145,954		$	46,307
Less: net income allocated to convertible common stock		(1,714)			(544)
Pro forma net income attributable to common stockholders, basic	$	144,240		$	45,763
Plus: net income allocated to convertible common stock(1)		1,714			544
Pro forma net income attributable to common stockholders, diluted	$	145,954		$	46,307
Denominator:
Common stock issued in our Reorganization and IPO in April 2026(2)		409,423			409,423
Shares issued in connection with the Omnetics Merger		13,352			13,352
Weighted-average shares for vested RSAs and RSUs post-April 2026		120			—
Pro Forma weighted-average common shares outstanding, basic		422,895			422,775
Effect of dilutive securities, restricted shares and restricted stock units		5,109			5,109
Effect of dilutive securities, convertible common stock(1)		5,029			5,029
Pro Forma weighted-average common shares outstanding, diluted		433,033			432,913
Pro forma net income per share, basic	$	0.34		$	0.11
Pro forma net income per share, diluted	$	0.34		$	0.11

(1)The holders of the convertible common stock have conversion rights which enable them to convert the share of convertible common stock for shares of Class B common stock (or Class A common stock if no Class B common stock is outstanding at the time of such conversion). The conversion rights cause the convertible common stock to be considered potentially dilutive shares for purposes of dilutive income per share calculations. Prior to conversion, the convertible common stock participates in dividends on an as-converted basis and is therefore a participating security. The convertible common stock, unvested RSAs and unvested RSUs are included in the computation of pro forma diluted net income per share as if outstanding for the entirety of each period presented. The dilutive effect of unvested RSAs and RSUs is based on the incremental shares calculated under the treasury stock method for the period from April 1, 2026 through September 30, 2026, and the dilutive effect of the convertible common stock is based on the as-converted shares calculated as of September 30, 2026.

(2)Net of shares related to awards issued in the Reorganization that were subsequently forfeited.

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Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.2 EX-99.2 644.1 KB
• EX-99.3 EX-99.3 273.8 KB
• EX-99.4 EX-99.4 467.2 KB

Financial & Certifications

• EX-23.1 EX-23.1 4.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.2 KB