Arxis, Inc. files for resale of 13.35M Class A shares by holders; company receives no proceeds

13,351,964 shares, which may be offered from time to time by the Holders.

Class A common stock, which is entitled to one vote per share on all matters on which our stockholders generally are entitled to vote; Class B common stock, which is entitled to twenty votes per share on all matters on which our stockholders generally are entitled to vote; Class C common stock, which is not entitled to vote on any matter on which our stockholders generally are entitled to vote

Our Class B common stock and convertible common stock, which are held solely by investment funds affiliated with our Sponsor, represent 98.7% of the total voting power of our outstanding common stock (excluding the voting power of the convertible common stock).

8,929,287 shares of Class A common stock are subject to lock-up restrictions as of the time of this offering.

Our Class B common stock and convertible common stock, which are held solely by investment funds affiliated with Arcline Investment Management, L.P. ("Arcline" or our "Sponsor"), represent 98.7% of the total voting power of our outstanding common stock (excluding the voting power of the convertible common stock). As a result, our Sponsor controls nearly all voting power in the Company and, under Nasdaq corporate governance standards, we are considered a “controlled company.” Consequently, we intend to rely on exemptions from certain corporate governance requirements.

We previously identified a material weakness in our internal control over financial reporting. If we experience additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements may be adversely affected;

On August 17, 2026, we completed our acquisition of Omnetics, a designer and manufacturer of proprietary high-reliability Micro-D-Sub and Nano-D-Sub connectors and interconnect assemblies used in defense and space, commercial aerospace and medical applications, pursuant to an Agreement and Plan of Merger dated May 29, 2026. Omnetics operates within our Electronic Components segment. The aggregate merger consideration was based on an agreed enterprise value of $770.0 million, subject to customary closing adjustments. At closing, we issued 13,351,964 shares of our Class A common stock to the Holders as merger consideration.

In connection with the Reorganization, Arxis entered into a Convertible-Related Tax Receivable Agreement with Arcline Arxis Advisory I, L.P. whereby we will pay to Arcline Arxis Advisory I, L.P. 85% of the cash tax savings we realize with respect to the compensation deduction resulting from the transfer of the convertible common stock in respect of the services to be provided under the amended and restated advisory and consulting services agreement. As of June 30, 2026, the Company accrued $13.3 million related to its obligations under the TRA within Other long-term liabilities.

With approximately 46% and 47% of our revenue for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively, generated from Defense and Space programs, we expect to benefit from sustained demand driven by heightened national security priorities, evolving geopolitical dynamics and ongoing technology modernization cycles.

We will not receive any proceeds from the sale of Class A common stock by the Holders.

We intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future.

The Holders will offer Class A common stock at the prevailing market prices or a privately negotiated price as it may determine from time to time.

Our business is concentrated on the aerospace and defense industries.

We generate a significant portion of our revenue from suppliers and contractors for the U.S. government, particularly the Department of War ("DoW"), also known as the Department of Defense, and suppliers and contractors for foreign governments.

On August 17, 2026, we completed our acquisition of Omnetics. We may not realize the anticipated benefits of the Omnetics Merger, and sales of shares by the holders of shares of our Class A common stock who received such shares as consideration in the Omnetics Merger could adversely affect the market price of our Class A common stock.

As of June 30, 2026, we had $1,733.7 million outstanding principal amount of indebtedness.

We are also subject to the DoW Cybersecurity Maturity Model Certification (“CMMC”) program, which mandates assessments, including in certain cases by third parties, for companies working with the DoW in order to verify such companies’ adherence to specific cybersecurity standards.

Based on these remediation measures, we have concluded that the identified material weakness has been remediated. However, we cannot assure you that the measures we have implemented will be sufficient to avoid future material weaknesses.

Our Sponsor beneficially owns common stock with 98.7% of the total voting power of our outstanding common stock (excluding the voting power of the convertible common stock).

We are a “controlled company” within the meaning of Nasdaq corporate governance standards and, as a result, we qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Net income (loss) | $ (4,909) | $ (29,256) | $ 48,400 | $ (33,580)

Selling, general and administrative expenses increased by $113.1 million, or 140.3%, for the three months ended June 30, 2026 as compared to the 2025 period. Selling, general and administrative expenses increased by $132.7 million, or 89.0%, for the six months ended June 30, 2026 as compared to the 2025 period. These increases were primarily driven by share-based compensation expense and transaction expenses recognized in connection with our IPO.

Net income (loss) | $ 48,400 | $ (33,580) | $ 45,989 | $ (55,472) | $ (59,918)

As of June 30, 2026, we had $1,732.9 million of borrowings outstanding under the Term Loan Facility, and a $201.0 million commitment under our delayed draw term loan (“DDTL”), all of which was undrawn as of June 30, 2026. We had no outstanding balance under our senior secured revolving credit facility (the “Revolving Credit Facility”, and together with the Term Loan Credit Facility and DDTL, the “Credit Facilities”) and $3.7 million letters of credit were utilized, resulting in an available borrowing capacity of $396.3 million on the Revolving Credit Facility.

Revenue increased by $100.3 million, or 25.0%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Revenue increased by $179.1 million, or 22.9%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Net proceeds from the IPO were $1,220.6 million, after deducting underwriting discounts, commissions and offering costs. A portion of the net proceeds was used to repay $946.0 million of outstanding indebtedness under the Company’s Term Loan Credit Facility, with the remainder to be used for working capital and general corporate purposes.

The Company’s effective income tax rate was (247.2)% for the three months ended June 30, 2026, compared to 200.6% for the three months ended June 30, 2025. The change in the effective tax rate was primarily due to IPO-related items, including share-based compensation expense, which resulted in a near break-even pre-tax book loss.

Adjusted EBITDA | $ 386,693 | $ 287,799 | $ 571,304 | $ 243,999 | $ 125,178

On September 30, 2024, the equity interests of Arcline Engineered Polymer Topco, L.P., Hawkeye TopCo, L.P., Connector TopCo, L.P., and Ovation TopCo, L.P., were contributed to a newly-formed limited partnership series-entity (the “Arxis ... Businesses Transaction”).

Total revenue | $ 1,591,020 | $ 742,992 | $ 424,495

On February 26, 2025, the Company entered into a credit agreement (the “2025 Credit Agreement”) with the Arxis Businesses as co-borrowers. The 2025 Credit Agreement includes a senior secured term loan of $2,650,000 with a maturity date of February 26, 2032 (the “2025 Term Loan”), a senior secured revolving credit facility with a borrowing capacity of $400,000 with a maturity date of February 26, 2030 (the “2025 Revolver”), and a delayed draw term loan with commitments of $250,000 with a maturity date of February 26, 2032 (the “2025 DDTL”).

As of December 31, 2025 and 2024, $45,015 and $45,272, respectively, is accrued for these environmental investigation and remediation activities in Other long-term liabilities.

The remaining claims, related to loss of property and business interruption, proceeded to trial and there was a verdict awarding $22,000 to the plaintiff. Additional pre-judgment and post-judgment interest will apply. The jury found there was no design defect in the K-Max blades. The Company, along with the insurance carriers, are preparing to appeal the verdict.

On June 27, 2025, the Company acquired 100% equity interest in Oldham Seals Group Limited (“Oldham”), a Chichester, England based company that designs and manufactures highly engineered elastomeric and polymer products for the naval and civilian shipping industry, oil and gas and traction industries. The total consideration comprised $115,099 of cash and $331 of deferred consideration.

On January 8, 2025, the Company acquired 100% equity interest in Spira Manufacturing Corporation (“Spira”), which specializes in custom manufacturing of electromagnetic interference and radio-frequency interference shielding gaskets and products. The total consideration comprised $49,916 of cash and $551 of deferred consideration.

Segment Adjusted EBITDA | $ 274,995 | $ 296,309 | $ 571,304

On June 20, 2025, RSM was dismissed as the continuing independent accountant of SI Holdings, Inc. and Subsidiaries, Quantic Electronics, LLC and Qnnect, LLC (collectively the Companies).

On June 20, 2025, KPMG was engaged as the independent registered public accounting firm to perform combined audits of the Arxis Businesses as of and for each of the annual periods ended December 31, 2024 and 2025.