MIL-OSI USA: Carbajal Introduces Bill to Prevent Dangerous Individuals from Accessing Firearms

Source: United States House of Representatives – Representative Salud Carbajal (CA-24)

U.S. Representative Salud Carbajal (D-CA-24) introduced the Extreme Risk Protection Order Expansion Act, legislation to prevent people who are in crisis from accessing deadly weapons. The bill would establish grants to support the implementation of extreme risk protection (ERPO) laws, also known as “red flag” laws, at the state and local levels. In addition, the bill would extend federal firearms restrictions to people subject to ERPOs, giving law enforcement the tools to remove access to firearms from people who are considered a danger to themselves or others.

“Too often, shootings are preceded by unmistakable warning signs, but communities have lacked the tools to step in before it’s too late,” said Rep. Carbajal. “This legislation recognizes the value of extreme risk protection orders, and gives law enforcement a clear path to intervene before tragedy strikes.”

U.S. Senator Richard Blumenthal (D-CT) leads companion legislation in the U.S. Senate.

The legislation is supported by a number of organizations including Brady, GIFFORDS, Sandy Hook Promise Action Fund, and Everytown for Gun Safety.

Earlier this month, Carbajal introduced a pair of bipartisan bills, the Filling Public Safety Vacancies Act and Increasing Behavioral Health Treatment Act, to improve public safety nationwide. The package aims to address the staffing shortages at local law enforcement departments and removes the limitations on the provision of Medicaid funding for patients in an institution for mental disease (IMD) in order to improve behavioral health.

MIL OSI USA News –

July 1, 2025

MIL-OSI New Zealand: Police College opened in Auckland

Source: New Zealand Police

Police is celebrating the opening of the Royal New Zealand Police College (RNZPC) Auckland Campus.

The RNZPC Auckland Campus was formally opened this morning by Police Commissioner Richard Chambers, Minister of Police Mark Mitchell and Associate Minister of Police Casey Costello.

Police Commissioner Richard Chambers says the new facilities leased from Te Kunenga ki Pūrehuroa Massey University allow Police to hold senior training courses and have the added bonus of a recruit wing.

“I have made it clear my expectation is for high standards. That starts the moment a recruit walks into Police College and continues throughout their policing career.

“To ensure those expectations are met and our front line is supported, ongoing training is essential, and the Auckland Campus will be important for holding our senior courses.

“In recent years we have had to provide more senior courses online and in districts to improve efficiency and to free up space for recruit training at RNZPC in Wellington.

“However, that is not possible for some courses and bringing people together in person is an important opportunity for staff to learn from each other as well.”

Since signing the lease, a huge amount of planning and organisation has gone into making the space fit-for-purpose in time for courses to begin on 30 June. The first senior course at the Auckland Campus, a Leadership and Development group conference, has begun.

The facility includes multiple classrooms, a locker room, storage space, offices, car parks and dorm rooms. Police also has access to other facilities including the gym and recreation centre.

RNZPC Auckland is also being used for recruit wing 390 which has 40 recruits.

The Patron for Wing 390 is former Prime Minister, the Rt Hon Sir John Key.

Commissioner Chambers says: “Being away from home for 20 weeks to attend recruit training in Wellington has been a deterrent for some people wanting to join Police.

“Offering training in Auckland is one of the things we can do to attract as many quality applications as possible.

“Aside from appealing to people who live in Auckland, Wing 390 has a large number of recruits from Northland who will be based in the dorms.

“Northland has been one of our priority districts for recruitment and offering training closer to home has been a real drawcard.”

The Auckland recruits will need to spend about five weeks in Porirua for elements of training we cannot do in Auckland, but being able to do the bulk of the course in Auckland gives them their chance at a career they wanted.

“We will consider the possibility of future recruit wings later in the year depending on demand and the schedule for senior courses,” Commissioner Chambers says.

“Having a Police College campus in our largest city is a significant opportunity for us to continue developing world-class police officers and growing our frontline police presence.

“New Zealand Police offers exciting career progression and more than 30 different career paths.

“Whether you’re taking your first steps into the workforce or considering a career change, the best time to apply is right now.”

If you are ready to start your training for one of the most rewarding careers there is, visit newcops.govt.nz to apply today.

ENDS.

Nicole Bremner/NZ Police

MIL OSI New Zealand News –

July 1, 2025

MIL-OSI USA: ICE Buffalo removes illegal alien, child sex predator to Guatemala

Source: US Immigration and Customs Enforcement

BUFFALO, N.Y. — U.S. Immigration and Customs Enforcement removed illegally present Guatemalan national Alvaro De Jesus Martinez-Juarez from the United States to Guatemala June 28. Martinez is a felon and predator convicted of acting in a course of sexual conduct against a child.

“ICE will not tolerate criminal aliens preying on innocent children in our communities,” said ICE Buffalo Enforcement and Removal Operations Deputy Field Office Director Joseph Freden. “We will prioritize the pursuit of these vile predators and seek their prompt removal from the United States.”

Martinez, 55, admitted to illegally entering the United States in 1990 by crossing the border from Mexico into California without being admitted or paroled by a U.S. immigration official. On March 17, 2015, the Nassau County Police Department arrested him for two counts of first-degree course of sexual conduct against child where the victim is less than 13 years old and the perpetrator is over 18. The Nassau County Court convicted Martinez of one count of the aforementioned charge Sept. 18, 2017, and sentenced him to 12 years in prison.

An immigration judge ordered him removed from the U.S. April 9, 2019.

ICE Buffalo arrested Martinez June 20 upon his release from the New York State Department of Corrections and Community Supervision’s custody in Wallkill and detained him at the Buffalo Federal Detention facility to await his removal to Guatemala.

Learn more about ERO Buffalo’s mission to preserve public safety on X at @EROBuffalo.

MIL OSI USA News –

July 1, 2025

MIL-OSI: $HAREHOLDER ALERT: Class Action Attorney Juan Monteverde Investigates the Merger of Carisma Therapeutics Inc. (NASDAQ: CARM)

Source: GlobeNewswire (MIL-OSI)

NEW YORK, June 30, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Carisma Therapeutics Inc. (NASDAQ: CARM) related to its to OrthoCellix, Inc. Upon completion of the proposed transaction, existing Carisma shareholders are expected to own approximately 10% of the combined company. Is it a fair deal?

Click here for more info https://monteverdelaw.com/case/carisma-therapeutics-inc. It is free and there is no cost or obligation to you.

NOT ALL LAW FIRMS ARE EQUAL. Before you hire a law firm, you should talk to a lawyer and ask:

Do you file class actions and go to Court?
When was the last time you recovered money for shareholders?
What cases did you recover money in and how much?

About Monteverde & Associates PC

Our firm litigates and has recovered money for shareholders…and we do it from our offices in the Empire State Building. We are a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court.

No one is above the law. If you own common stock in the above listed company and have concerns or wish to obtain additional information free of charge, please visit our website or contact Juan Monteverde, Esq. either via e-mail at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

Contact:
Juan Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. Suite 4740
New York, NY 10118
United States of America
jmonteverde@monteverdelaw.com
Tel: (212) 971-1341

Attorney Advertising. (C) 2025 Monteverde & Associates PC. The law firm responsible for this advertisement is Monteverde & Associates PC (www.monteverdelaw.com). Prior results do not guarantee a similar outcome with respect to any future matter.

The MIL Network –

July 1, 2025

MIL-OSI: Ellomay Capital Reports Results for the Three Months Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

TEL-AVIV, Israel, June 30, 2025 (GLOBE NEWSWIRE) — Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today reported its unaudited interim consolidated financial results for the three month period ended March 31, 2025.

Financial Highlights

Total assets as of March 31, 2025 amounted to approximately €721.2 million, compared to total assets as of December 31, 2024 of approximately €677.3 million.
Revenues for the three months ended March 31, 2025 were approximately €8.9 million, compared to revenues of approximately €8.2 million for the three months ended March 31, 2024.
Profit for the three months ended March 31, 2025 was approximately €6.8 million, compared to loss of approximately €4.9 million for the three months ended March 31, 2024.
EBITDA for the three months ended March 31, 2025 was approximately €2.9 million, compared to EBITDA of approximately €1.6 million for the three months ended March 31, 2024. See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA.

Financial Overview for the Three Months Ended March 31, 2025

Revenues were approximately €8.9 million for the three months ended March 31, 2025, compared to approximately €8.2 million for the three months ended March 31, 2024. The increase in revenues mainly results from revenues generated from our 19.8 MW and 18.1 MW Italian solar facilities that were connected to the grid in February-May 2024 and in January 2025, respectively.
Operating expenses were approximately €4.6 million for the three months ended March 31, 2025, compared to approximately €4.6 million for the three months ended March 31, 2024. Depreciation and amortization expenses were approximately €4.2 million for the three months ended March 31, 2025, compared to approximately €4.1 million for the three months ended March 31, 2024.
Project development costs were approximately €1 million for the three months ended March 31, 2025, compared to approximately €1.4 million for the three months ended March 31, 2024. The decrease in project development costs is mainly due to projects that reached “ready to build” status, which results in the commencement of the capitalization of expenses related to such projects into fixed assets.
General and administrative expenses were approximately €1.7 million for the three months ended March 31, 2025, compared to approximately €1.6 million for the three months ended March 31, 2024.
The Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €1.2 million for the three months ended March 31, 2025, compared to approximately €1.3 million for the three months ended March 31, 2024.
Other income was approximately €0.2 million for the three months ended March 31, 2025, compared to €0 for the three months ended March 31, 2024. The income during the three months ended March 31, 2025 was recognized based on insurance compensation in connection with the fire near the Talasol and Ellomay Solar facilities in Spain in July 2024 due to loss of income in 2025.
Financing income, net, were approximately €7.2 million for the three months ended March 31, 2025, compared to financing expenses of approximately €3.3 million for the three months ended March 31, 2024. The change in financing expenses, net, was mainly attributable to higher income resulting from exchange rate differences that amounted to approximately €10.7 million for the three months ended March 31, 2025, compared to loss from exchange rate differences of approximately €0.6 million for the three months ended March 31, 2024, an aggregate change of approximately €11.3 million. The exchange rate differences were mainly recorded in connection with the New Israeli Shekel (“NIS”) cash and cash equivalents and the Company’s NIS denominated debentures and were caused by the 5.9% devaluation of the NIS against the euro during the three months ended March 31, 2025, compared to a revaluation of 0.8% during the three months ended March 31, 2024. The increase in financing income for the three months ended March 31, 2025 was partially offset by an increase in financing expenses of approximately €0.9 million in connection with derivatives and warrants for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
Tax benefit was approximately €0.9 million for the three months ended March 31, 2025, compared to tax benefit of approximately €0.8 million for the three months ended March 31, 2024.
Loss from discontinued operation (net of tax) was €0 for the three months ended March 31, 2025, compared to a loss from discontinued operation (net of tax) of approximately €0.3 million for the three months ended March 31, 2024.
Profit for the three months ended March 31, 2025 was approximately €6.8 million, compared to loss of approximately €4.9 million for the three months ended March 31, 2024.
Total other comprehensive loss was approximately €4.9 million for the three months ended March 31, 2025, compared to total other comprehensive income of approximately €12 million in the three months ended March 31, 2024. The change in total other comprehensive income (loss) is primarily as the result of foreign currency translation adjustments due to the change in the NIS/euro exchange rate and by changes in fair value of cash flow hedges, including a material decrease in the fair value of the liability resulting from the financial power swap that covers approximately 80% of the output of the Talasol solar plant (the “Talasol PPA”). The Talasol PPA experienced a high volatility due to the substantial change in electricity prices in Europe. In accordance with hedge accounting standards, the changes in the Talasol PPA’s fair value are recorded in the Company’s shareholders’ equity through a hedging reserve and not through the accumulated deficit/retained earnings. The changes do not impact the Company’s consolidated net profit/loss or the Company’s consolidated cash flows.
Total comprehensive income was approximately €1.9 million for the three months ended March 31, 2025, compared to total comprehensive income of approximately €7.1 million for the three months ended March 31, 2024.
EBITDA was approximately €2.9 million for the three months ended March 31, 2025, compared to approximately €1.6 million for the three months ended March 31, 2024.
Net cash from operating activities was approximately €0.3 million for the three months ended March 31, 2025, compared to approximately €1.2 million for the three months ended March 31, 2024.
On February 16, 2025, the Company issued in an Israeli public offering an aggregate principal amount of NIS 214,479,000 of newly issued Series G Debentures, due December 31, 2032. The net proceeds of the offering, net of related expenses such as consultancy fee and commissions, were approximately NIS 211.7 million (approximately €56.7 million as of the issuance date).

CEO Review for the First Quarter of 2025

In the first quarter, the Company’s revenues amounted to €8.9 million, an increase of approximately 9% in revenues compared to the corresponding quarter last year. These revenues do not include the Company’s share of Dorad’s revenues. The Company presented an increase of approximately 81% in EBITDA compared to the corresponding quarter last year (€2.9 million compared to €1.6 million in the corresponding quarter last year). The Company’s first quarter is a winter quarter and is characterized by low production and revenues compared to the other quarters of the year.

In the first half of 2025, the Company recorded significant progress in the start of construction and connection to the grid of new projects, which are expected to contribute to revenue growth in the near future.

In Italy – Financing agreements were signed for solar projects with a total capacity of 198 MW (of which 38 MW are already connected to the electricity grid), and a transaction was signed and consummated with Clal Insurance to enter as a partner (49%) in the aforementioned 198 MW. Construction work on 160 MW has begun and construction is progressing as planned. The remainder of the portfolio held by the Company (100%) is approximately 264 MW solar, of which 124 MW have received construction permits and the rest are expected to receive permits in the near future. These 264 MW are scheduled to begin construction in the last quarter of 2026.

In the US – The Company is advancing additional solar projects with a capacity of approximately 50 MW (beyond the existing portfolio (49 MW) which has completed construction), which are expected to begin construction during 2025. The intention is that these projects will be able to enjoy the full tax benefit currently in effect. The addition of battery storage to each of the projects is also under planning.

In the Netherlands – the Company received, after March 31, 2025, a license to increase production at the GGG facility by 64%. Licenses to increase production at the two additional facilities are in advanced stages. The new regulation for the obligation to blend green gas with fossil gas will commence according to the law in January 2027 (a delay of one year), but the targets for the first year have increased. Agreements have been signed for the sale of green certificates issued under the new regulation at a price of approximately €1 per certificate. The blending obligation is expected to significantly increase the profitability of operations in the Netherlands at current production capacity. The expected increase in production capacity from 16 million cubic meters of gas per year to around 24 million cubic meters of gas per year is expected to add significantly beyond that.

In Israel – the Company is in negotiations with the Israeli Electricity Authority for compensation for delays and war damage to the Manara project. Ellomay Luzon (50% owned) provided a notice of exercise of its right of first refusal on the Zorlu-Phoenix transaction for the sale of Dorad’s shares. Ellomay Luzon and another shareholder exercised their right of first refusal with respect to all of the shares offered (15% of Dorad’s shares), and, subject to the timely fulfillment of the conditions to closing, Ellomay Luzon and the other shareholder are expected to share these shares in equal parts.

In Spain – The Company’s development activity in Spain focuses on battery storage, due to the high volatility in electricity prices in Spain, which stems from an excess of renewable energy during the transition seasons and causes damage to the stability of the grid. In the Company’s assessment, the solution is a significant increase in storage capacity, which is currently at very low levels in Spain. Regulation in Spain is also starting to move in this direction.

Use of Non-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company’s EBITDA may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results. The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 17 of this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

Approximately 335.9 MW of operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and 51% of approximately 38 MW of operating solar power plants in Italy;
9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;
Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;
83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;
51% of solar projects in Italy with an aggregate capacity of 160 MW that commenced construction processes;
Solar projects in Italy with an aggregate capacity of 134 MW that have reached “ready to build” status; and
Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 27 MW that are connected to the grid and additional 22 MW that are awaiting connection to the grid.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of the war and hostilities in Israel and Gaza and between Israel and Iran, the impact of the continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company, inability to obtain the financing required for the development and construction of projects, inability to advance the expansion of Dorad, increases in interest rates and inflation, changes in exchange rates, delays in development, construction, or commencement of operation of the projects under development, failure to obtain permits – whether within the set time frame or at all, climate change, and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com

Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Financial Position
	March 31,	December 31,	March 31,
	2025	2024	2025
	Unaudited	Audited	Unaudited
	€ in thousands		Convenience Translation into US$ in thousands*
Assets
Current assets:
Cash and cash equivalents	35,148	41,134	38,021
Short term deposits	36,301	–	39,268
Restricted cash	656	656	710
Intangible asset from green certificates	195	178	211
Trade and revenue receivables	5,911	5,393	6,394
Other receivables	15,518	15,341	16,786
Derivatives asset short-term	650	146	703
	94,379	62,848	102,093
Non-current assets
Investment in equity accounted investee	40,107	41,324	43,385
Advances on account of investments	547	547	592
Fixed assets	487,100	482,747	526,914
Right-of-use asset	41,276	34,315	44,650
Restricted cash and deposits	15,569	17,052	16,842
Deferred tax	8,525	9,039	9,222
Long term receivables	13,882	13,411	15,017
Derivatives	19,855	15,974	21,478
	626,861	614,409	678,100

Total assets	721,240	677,257	780,193

Liabilities and Equity
Current liabilities
Current maturities of long-term bank loans	20,761	21,316	22,458
Current maturities of other long-term loans	5,866	5,866	6,345
Current maturities of debentures	47,233	35,706	51,094
Trade payables	9,928	8,856	10,738
Other payables	8,913	10,896	9,642
Current maturities of derivatives	40	1,875	43
Current maturities of lease liabilities	733	714	793
Warrants	1,740	1,446	1,882
	95,214	86,675	102,995
Non-current liabilities
Long-term lease liabilities	32,673	25,324	35,344
Long-term bank loans	242,177	245,866	261,972
Other long-term loans	29,578	30,448	31,996
Debentures	186,691	155,823	201,951
Deferred tax	2,652	2,609	2,869
Other long-term liabilities	950	939	1,028
Derivatives	135	288	146
	494,856	461,297	535,306
Total liabilities	590,070	547,972	638,301

Equity
Share capital	25,613	25,613	27,707
Share premium	86,275	86,271	93,327
Treasury shares	(1,736)	(1,736)	(1,878)
Transaction reserve with non-controlling Interests	5,697	5,697	6,163
Reserves	7,381	14,338	7,984
Accumulated deficit	(3,567)	(11,561)	(3,859)
Total equity attributed to shareholders of the Company	119,663	118,622	129,444
Non-Controlling Interest	11,507	10,663	12,448
Total equity	131,170	129,285	141,892
Total liabilities and equity	721,240	677,257	780,193

* Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)
	For the three months ended March 31,		For the year ended December 31,	For the three months ended March 31,
	2025	2024	2024	2025
	Unaudited		Audited	Unaudited
	€ in thousands (except per share data)			Convenience Translation into US$*
Revenues	8,860	8,243	40,467	9,584
Operating expenses	(4,627)	(4,563)	(19,803)	(5,005)
Depreciation and amortization expenses	(4,238)	(4,055)	(15,887)	(4,584)
Gross profit (loss)	(5)	(375)	4,777	(5)

Project development costs	(1,045)	(1,415)	(4,101)	(1,130)
General and administrative expenses	(1,662)	(1,620)	(6,063)	(1,798)
Share of profits of equity accounted investee	1,189	1,286	11,062	1,286
Other income	198	–	3,409	214
Operating profit (loss)	(1,325)	(2,124)	9,084	(1,433)

Financing income	11,483	631	2,495	12,422
Financing income (expenses) in connection with derivatives and warrants, net	(376)	536	1,140	(407)
Financing expenses in connection with projects finance	(1,375)	(1,501)	(6,190)	(1,487)
Financing expenses in connection with debentures	(1,741)	(1,711)	(6,641)	(1,883)
Interest expenses on minority shareholder loan	(476)	(554)	(2,144)	(515)
Other financing expenses	(294)	(713)	(8,311)	(318)
Financing income (expenses), net	7,221	(3,312)	(19,651)	7,812
Profit (loss) before taxes on income	5,896	(5,436)	(10,567)	6,379
Tax benefit	922	828	1,424	997
Profit (loss) from continuing operations	6,818	(4,608)	(9,143)	7,376
Profit (loss) from discontinued operation (net of tax)	–	(312)	137	–
Profit (loss) for the period	6,818	(4,920)	(9,006)	7,376
Profit (loss) attributable to:
Owners of the Company	7,994	(3,613)	(6,524)	8,647
Non-controlling interests	(1,176)	(1,307)	(2,482)	(1,271)
Profit (loss) for the period	6,818	(4,920)	(9,006)	7,376

Other comprehensive income items
That after initial recognition in comprehensive income were or will be transferred to profit or loss:
Foreign currency translation differences for foreign operations	(9,538)	1,124	8,007	(10,318)
Foreign currency translation differences for foreign operations that were recognized in profit or loss	–	–	255
Effective portion of change in fair value of cash flow hedges	4,264	10,461	5,631	4,613
Net change in fair value of cash flow hedges transferred to profit or loss	337	457	(813)	365
Total other comprehensive income	(4,937)	12,042	13,080	(5,340)

Total other comprehensive income (loss) attributable to:
Owners of the Company	(6,957)	6,656	10,039	(7,526)
Non-controlling interests	2,020	5,386	3,041	2,186
Total other comprehensive income (loss)	(4,937)	12,042	13,080	(5,340)
Total comprehensive income for the period	1,881	7,122	4,074	2,036

Total comprehensive income for the period attributable to:
Owners of the Company	1,037	3,043	3,515	1,121
Non-controlling interests	844	4,079	559	915
Total comprehensive income for the period	1,881	7,122	4,074	2,036

* Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (cont’d)
	For the three months ended March 31,		For the year ended December 31,	For the three months ended March 31,
	2025	2024	2024	2025
	Unaudited		Audited	Unaudited
	€ in thousands (except per share data)			Convenience Translation into US$*

Basic profit (loss) per share	0.62	(0.28)	(0.51)	0.67
Diluted profit (loss) per share	0.62	(0.28)	(0.51)	0.67

Basic profit (loss) per share continuing operations	0.62	(0.31)	(0.52)	0.67
Diluted profit (loss) per share continuing operations	0.62	(0.31)	(0.52)	0.67

Basic profit (loss) per share discontinued operation	–	(0.02)	0.01	–
Diluted profit (loss) per share discontinued operation	–	(0.02)	0.01	–

* Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity

Attributable to shareholders of the Company

Non- controlling

Total

Interests

Equity

Share capital

Share premium

Accumulated Deficit

Treasury shares

Translation reserve from
foreign operations

Hedging Reserve

Interests Transaction reserve with
non-controlling Interests

Total

€ in thousands

For the three months

ended March 31, 2025 (unaudited):

Balance as at January 1, 2025

25,613

86,271

(11,561)

(1,736)

8,446

5,892

5,697

118,622

10,663

129,285

Profit for the period

–

7,994

–

7,994

(1,176)

6,818

Other comprehensive income for the period

–

(9,329)

2,372

–

(6,957)

2,020

(4,937)

Total comprehensive income for the period

–

7,994

–

(9,329)

2,372

–

1,037

844

1,881

Transactions with owners of the Company, recognized directly in equity:

Share-based payments

–

4

–

4

–

4

Balance as at March 31, 2025

25,613

86,275

(3,567)

(1,736)

(883)

8,264

5,697

119,663

11,507

131,170

For the three months

ended March 31, 2024 (unaudited):

Balance as at January 1, 2024

25,613

86,159

(5,037)

(1,736)

385

3,914

5,697

114,995

10,104

125,099

Loss for the period

–

(3,613)

–

(3,613)

(1,307)

(4,920)

Other comprehensive income for the period

–

1,088

5,568

–

6,656

5,386

12,042

Total comprehensive income (loss) for the period

–

(3,613)

–

1,088

5,568

–

3,043

4,079

7,122

Transactions with owners of the Company, recognized directly in equity:

Share-based payments

–

30

–

30

–

30

Balance as at March 31, 2024

25,613

86,189

(8,650)

(1,736)

1,473

9,482

5,697

118,068

14,183

132,251

Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
			Attributable to shareholders of the Company						Non- controlling	Total
									Interests	Equity
	Share capital	Share premium	Accumulated Deficit	Treasury shares	Translation reserve from foreign operations	Hedging Reserve	Interests Transaction reserve with non-controlling Interests	Total
	€ in thousands
For the year ended
December 31, 2024 (audited):
Balance as at January 1, 2024	25,613	86,159	(5,037)	(1,736)	385	3,914	5,697	114,995	10,104	125,099
Loss for the year	–	–	(6,524)	–	–	–	–	(6,524)	(2,482)	(9,006)
Other comprehensive income for the year	–	–	–	–	8,061	1,978	–	10,039	3,041	13,080
Total comprehensive income (loss) for the year	–	–	(6,524)	–	8,061	1,978	–	3,515	559	4,074
Transactions with owners of the Company, recognized directly in equity:
Share-based payments	–	112	–	–	–	–	–	112	–	112
Balance as at December 31, 2024	25,613	86,271	(11,561)	(1,736)	8,446	5,892	5,697	118,622	10,663	129,285

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

Attributable to shareholders of the Company

Non- controlling
Interests

Total
Equity

Share capital

Share premium

Accumulated Deficit

Treasury shares

Translation reserve from
foreign operations

Hedging Reserve

Interests Transaction reserve with
non-controlling Interests

Total

Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

For the three months

ended March 31, 2025 (unaudited):

Balance as at January 1, 2025

27,707

93,323

(12,506)

(1,878)

9,136

6,374

6,163

128,319

11,533

139,852

Loss for the period

–

8,647

–

8,647

(1,271)

7,376

Other comprehensive income for the period

–

(10,092)

2,566

–

(7,526)

2,186

(5,340)

Total comprehensive income for the period

–

8,647

–

(10,092)

2,566

–

1,121

915

2,036

Transactions with owners of the Company, recognized directly in equity:

Share-based payments

–

4

–

4

–

4

Balance as at March 31, 2025

27,707

93,327

(3,859)

(1,878)

(956)

8,940

6,163

129,444

12,448

141,892

Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash Flow
	For the three months ended March 31,		For the year ended December 31,	For the three months ended March 31,
	2025	2024	2024	2025
	Unaudited		Audited	Unaudited
	€ in thousands			Convenience Translation into US$*
Cash flows from operating activities
Profit (loss) for the period	6,818	(4,920)	(9,006)	7,376
Adjustments for:
Financing expenses (income), net	(7,221)	3,167	19,247	(7,812)
Loss from settlement of derivatives contract	–	–	316	–
Impairment losses on assets of disposal groups classified as held-for-sale	–	601	405	–
Depreciation and amortization expenses	4,238	4,084	15,935	4,584
Share-based payment transactions	4	30	112	4
Share of profit of equity accounted investees	(1,189)	(1,286)	(11,062)	(1,286)
Payment of interest on loan from an equity accounted investee	–	–	–	–
Change in trade receivables and other receivables	6,178	(2,342)	(8,824)	6,683
Change in other assets	(496)	–	3,770	(537)
Change in receivables from concessions project	–	315	793	–
Change in trade payables	1,267	(68)	(31)	1,371
Change in other payables	(5,538)	2,796	4,455	(5,796)
Tax benefit	(922)	(805)	(1,429)	(997)
Income taxes refund (paid)	–	564	623	–
Interest received	351	907	2,537	380
Interest paid	(3,408)	(1,892)	(9,873)	(3,687)
	(6,556)	6,071	16,974	(7,093)
Net cash from operating activities	262	1,151	7,968	283

Cash flows from investing activities
Acquisition of fixed assets	(18,550)	(9,020)	(72,922)	(20,066)
Interest paid capitalized to fixed assets	(876)	–	(2,515)	(948)
Proceeds from sale of investments	–	–	9,267	–
Advances on account of investments	–	–	(163)	–
Proceeds from advances on account of investments	–	–	514	–
Investment in settlement of derivatives, net	–	14	(316)	–
Proceed from restricted cash, net	1,307	1,153	689	1,414
Proceeds from investment in short-term deposits	(39,132)	(28)	1,004	(42,331)
Net cash used in investing activities	(57,251)	(7,881)	(64,442)	(61,931)

Cash flows from financing activities
Issuance of warrants	–	3,735	2,449	–
Cost associated with long term loans	(658)	(638)	(2,567)	(712)
Payment of principal of lease liabilities	(372)	(299)	(2,941)	(402)
Proceeds from long-term loans	306	380	19,482	331
Repayment of long-term loans	(1,792)	(2,357)	(11,776)	(1,938)
Repayment of debentures	—	–	(35,845)	–
Proceeds from issuance of debentures, net	56,729	36,450	74,159	61,366
Net cash from financing activities	54,213	37,271	42,961	58,645

Effect of exchange rate fluctuations on cash and cash equivalents	(3,210)	1,667	3,092	(3,472)
Increase (decrease) in cash and cash equivalents	(5,986)	32,208	(10,421)	(6,475)
Cash and cash equivalents at the beginning of year	41,134	51,555	51,127	44,496
Cash from disposal groups classified as held-for-sale	–	(1,041)	428	–
Cash and cash equivalents at the end of the period	35,148	82,722	41,134	38,021

* Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

Ellomay Capital Ltd. and its Subsidiaries

Operating Segments

Italy

Spain

USA

Netherlands

Israel

Total

Subsidized

28 MV

reportable

Total

Solar

Plants

Solar

Talasol

Solar

Biogas

Dorad

Manara

segments

Reconciliations

consolidated

For the three months ended March 31, 2025

€ in thousands

Revenues

945

786

406

3,246

–

3,477

15,061

–

23,921

(15,061)

8,860

Operating expenses

(435)

(105)

(84)

(1,024)

(305)

(3,206)

(11,693)

–

(16,851)

12,224

(4,627)

Depreciation expenses

(225)

(229)

(252)

(2,839)

–

(676)

(1,268)

–

(5,489)

1,251

(4,238)

Gross profit (loss)

313

452

84

(617)

(305)

(405)

2,100

–

1,623

(1,628)

(5)

Adjusted gross profit (loss)

313

452

84

(617)

(305)

(405)

2,100

–

1,623

(1,628)

(5)

Project development costs

(1,045)

General and administrative expenses

(1,662)

Share of loss of equity accounted investee

1,189

Other income, net

198

Operating profit

(1,325)

Financing income

11,483

Financing income in connection

with derivatives and warrants, net

(376)

Financing expenses in connection with projects finance

(1,375)

Financing expenses in connection with debentures

(1,741)

Interest expenses on minority shareholder loan

(476)

Other financing expenses

(294)

Financing expenses, net

7,221

Loss before taxes on income

5,896

Segment assets as at March 31, 2025

87,185

13,242

19,475

223,844

60,458

32,801

108,858

180,504

726,366

(5,126)

721,240

Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit (Loss) to EBITDA
	For the three months ended March 31,		For the year ended December 31,	For the three months ended March 31,
	2025	2024	2024	2025
	€ in thousands			Convenience Translation into US$*
Net profit (loss) for the period	6,818	(4,920)	(9,006)	7,376
Financing expenses (income), net	(7,221)	3,312	19,651	(7,812)
Tax benefit	(922)	(828)	(1,424)	(997)
Depreciation and amortization expenses	4,238	4,055	15,887	4,584
EBITDA	2,913	1,619	25,108	3,151

* Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture Holders

Financial Covenants

Pursuant to the Deeds of Trust governing the Company’s Series C, Series D, Series E, Series F and Series G Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 30, 2025, and below.

Net Financial Debt

As of March 31, 2025, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €170 million (consisting of approximately €303¹ million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €241.4² million in connection with (i) the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021), (ii) the Series D Convertible Debentures issuance (in February 2021), (iii) the Series E Secured Debentures issuance (in February 2023), (iv) the Series F Debentures issuance (in January, April, August and November 2024) and (v) the Series G Debentures issuance (in February 2025)), net of approximately €71.4 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €303³ million of project finance and related hedging transactions of the Company’s subsidiaries).

Discussion concerning Warning Signs

Upon the issuance of the Company’s Debentures, the Company undertook to comply with the “hybrid model disclosure requirements” as determined by the Israeli Securities Authority and as described in the Israeli prospectuses published in connection with the public offering of the company’s Debentures. This model provides that in the event certain financial “warning signs” exist in the Company’s consolidated financial results or statements, and for as long as they exist, the Company will be subject to certain disclosure obligations towards the holders of the Company’s Debentures.

One possible “warning sign” is the existence of a working capital deficiency if the Company’s Board of Directors does not determine that the working capital deficiency is not an indication of a liquidity problem. In examining the existence of warning signs as of March 31, 2025, the Company’s Board of Directors noted the working capital deficiency as of March 31, 2025, in the amount of approximately €0.96 million. The Company’s Board of Directors reviewed the Company’s financial position, outstanding debt obligations and the Company’s existing and anticipated cash resources and uses and determined that the existence of a working capital deficiency as of March 31, 2025, does not indicate a liquidity problem. In making such determination, the Company’s Board of Directors noted the following: (i) the execution of the agreement to sell tax credits in connection with the US solar projects, which is expected to contribute approximately $19 million during the next twelve months, (ii) the Company’s positive cash flow from operating activities during 2023 and 2024, and (iii) funds received from the investment transaction with Clal Insurance Company Ltd. that was consummated in June 2025.

Ellomay Capital Ltd.
Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series C Debenture Holders

The Deed of Trust governing the Company’s Series C Debentures (as amended on June 6, 2022, the “Series C Deed of Trust”), includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series C Deed of Trust) was approximately €116.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA,⁴ was 6.3.

The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended March 31, 2025:

		For the four-quarter period ended March 31, 2025
		Unaudited
		€ in thousands
Profit for the period		2,274
Financing expenses, net		9,118
Taxes on income		(1,641)
Depreciation and amortization expenses		16,651
Share-based payments		86
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model		484
Adjusted EBITDA as defined the Series C Deed of Trust		26,972

The Series C Debentures were fully repaid on June 30, 2025 in accordance with their terms.

Ellomay Capital Ltd.
Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series D Debenture Holders

The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €116.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁵ was 6.1.

The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended March 31, 2025:

		For the four-quarter period ended March 31, 2025
		Unaudited
		€ in thousands
Loss for the period		2,274
Financing expenses, net		9,118
Taxes on income		(1,641)
Depreciation and amortization expenses		16,651
Share-based payments		86
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model		484
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters⁶		899
Adjusted EBITDA as defined the Series D Deed of Trust		27,871

Ellomay Capital Ltd.

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series E Debenture Holders

The Deed of Trust governing the Company’s Series E Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series E Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series E Deed of Trust) was approximately €116.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁷ was 6.1.

The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended March 31, 2025:

		For the four-quarter period ended March 31, 2025
		Unaudited
		€ in thousands
Profit for the period		2,274
Financing expenses, net		9,118
Taxes on income		(1,641)
Depreciation and amortization expenses		16,651
Share-based payments		86
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model		484
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters⁸		899
Adjusted EBITDA as defined the Series E Deed of Trust		27,871

In connection with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“Ellomay Luzon Energy”)), which were pledged to the holders of the Company’s Series E Debentures, will become subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.

As of March 31, 2025, the value of the assets pledged to the holders of the Series E Debentures in the Company’s books (unaudited) is approximately €40.1 million (approximately NIS 161.3 million based on the exchange rate as of such date).

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series F Debenture Holders

The Deed of Trust governing the Company’s Series F Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series F Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €115.9 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁹ was 6.1.

The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended March 31, 2025:

		For the four-quarter period ended March 31, 2025
		Unaudited
		€ in thousands
Profit for the period		2,274
Financing expenses, net		9,118
Taxes on income		(1,641)
Depreciation and amortization expenses		16,651
Share-based payments		86
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model		484
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters¹⁰		899
Adjusted EBITDA as defined the Series F Deed of Trust		27,871

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series G Debenture Holders

The Deed of Trust governing the Company’s Series G Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series G Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series G Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series G Deed of Trust) was approximately €115.9 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA¹¹ was 6.1.

The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series G Deed of Trust) for the four-quarter period ended March 31, 2025:

		For the four-quarter period ended March 31, 2025
		Unaudited
		€ in thousands
Profit for the period		2,274
Financing expenses, net		9,118
Taxes on income		(1,641)
Depreciation and amortization expenses		16,651
Share-based payments		86
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model		484
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters¹²		899
Adjusted EBITDA as defined the Series G Deed of Trust		27,871

____________________________
¹ The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately €4.5 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s balance sheet.

² The amount of the debentures provided above includes an amount of approximately €6.7 million associated costs, which was capitalized and discount or premium and therefore offset from the debentures amount that is recorded in the Company’s balance sheet. This amount also includes the accrued interest as at March 31, 2025 in the amount of approximately €0.8 million.

³ The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).

⁴ The term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef solar plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

⁵ The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

⁶ The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

⁷ The term “Adjusted EBITDA” is defined in the Series E Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series E Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series E Deed of Trust). The Series E Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series E Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

⁸ The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

⁹ The term “Adjusted EBITDA” is defined in the Series F Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series F Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series F Deed of Trust). The Series F Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series F Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

¹⁰ The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

¹¹ The term “Adjusted EBITDA” is defined in the Series G Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series G Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series G Deed of Trust). The Series G Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series G Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

¹² The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

The MIL Network –

July 1, 2025

MIL-OSI: Mensa IQ Test – Free International Mensa IQ Quiz with Instant Results Now Offered by QuickIQTest.org

Source: GlobeNewswire (MIL-OSI)

New York City, June 30, 2025 (GLOBE NEWSWIRE) — QuickIQTest.org, a trusted leader in online cognitive assessments, proudly announces the official launch of its Free Mensa IQ Test 2025. Designed to closely mirror the structure and rigor of a Mensa international IQ test, this new online Mensa IQ test offers individuals around the world an engaging and accessible way to evaluate their intelligence according to Mensa standards.

⇒ Reveal Your Cognitive Strengths with a Real Mensa IQ Test!

As part of its 2025 initiative to expand cognitive assessment opportunities, QuickIQTest.org now provides a free Mensa practice test built to simulate an authentic Mensa intelligence test. Participants can measure essential cognitive abilities, including logical reasoning, pattern recognition, and problem-solving skills, while receiving instant results and a detailed breakdown of their cognitive strengths.

“Our mission is to make high-quality intelligence testing available to everyone,” said a spokesperson for QuickIQTest.org. “With this online Mensa IQ test, global users can discover their potential, practice with realistic Mensa test questions, and prepare for future challenges.”

⇒ Take the Official Mensa IQ Test Free Today!

The newly updated Mensa IQ practice test features advanced scoring algorithms, a user-friendly interface, and full compatibility across devices, allowing seamless access for all. Whether preparing for the Mensa Norway IQ test, exploring an interest in mental challenges, or simply curious about is Mensa IQ test accurate, this free Mensa IQ test online is the perfect solution.

Users can instantly access the Mensa test free without any downloads or subscriptions required. From Mensa sample test exercises to complete Mensa practice test free offerings, QuickIQTest.org ensures a reliable and enriching online experience.

⇒ Examine Your Skills Through a Trusted Mensa IQ Assessment!

For those interested in exploring more Mensa-style testing opportunities — including Mensa IQ test answers, Mensa online IQ test details, and the best online Mensa test options — visit QuickIQTest.org today.

What Is a Mensa IQ Test?

An IQ or intelligence quotient test is a standardized assessment designed to measure various aspects of human intelligence. The Mensa IQ test specifically evaluates individuals who score within the top 2% of the population, identifying those with advanced cognitive abilities. These tests are gateways to membership in Mensa International, the world’s largest and oldest high-IQ society.

An IQ test, Mensa style, aims to measure intelligence objectively. It’s not about academic knowledge or memorization, but raw intellectual processing, how efficiently and accurately a person can solve unfamiliar problems.

⇒ Measure Your Intelligence with a Proven Mensa IQ Test!

History and Evolution of IQ Testing

IQ testing has evolved significantly since its origins in the early 20th century. French psychologist Alfred Binet developed the first modern intelligence test to assess children’s learning potential. Over time, these early models expanded into more sophisticated forms, such as the Stanford-Binet and Wechsler scales. Today, digital platforms like QuickIQTest.org carry forward this tradition, offering advanced, user-friendly tools that make high-quality testing widely available.

As organizations like Mensa gained global recognition, specialized exams like the Mensa intelligence test emerged. These are designed to evaluate fluid intelligence—the innate ability to think logically, solve problems, and detect patterns rather than rely on learned knowledge.

⇒ Take the Official Mensa IQ Quiz Free at QuickIQTest.org

Types of Intelligence Measured

The Mensa IQ Quiz online offered by QuickIQTest.org is structured to assess multiple forms of cognitive functioning, including:

Logical reasoning – Ability to follow sequences, rules, and arguments
Pattern recognition – Identifying visual and numerical patterns
Spatial awareness – Understanding shapes and objects in space
Quantitative reasoning – Working with numbers and abstract concepts

⇒ Discover How You Score on the Mensa IQ Test!

This multidimensional testing approach ensures that the online Mensa test remains balanced, challenging, and reflective of real-world problem-solving. Unlike knowledge-based exams, this test focuses on natural cognitive ability, providing meaningful insights across all backgrounds and education levels.

QuickIQTest.org continues to innovate how users engage with intelligence testing. Through its Mensa IQ test free platform, it empowers individuals worldwide to explore their potential with professional-grade accuracy and instant feedback.

⇒ Challenge Your Mind with a Mensa IQ Test!

How Do Online Mensa IQ Tests Work?

The rise of digital testing platforms has made assessing intelligence from the comfort of home easier than ever. Services like QuickIQTest.org provide a seamless way to take an authentic Mensa IQ Quiz online, designed to replicate the structure and challenge level of official assessments used by Mensa International.

⇒ Find Out If You Qualify for Mensa Today!

Structure and Typical Question Formats

The Mensa IQ practice test on QuickIQTest.org typically consists of various non-verbal, logic-based questions that challenge different aspects of cognitive performance. Common formats include:

Visual analogies: Identify the missing piece in a visual pattern
Number series: Determine the following number in a logical sequence
Matrix reasoning: Choose the image that completes a matrix
Pattern recognition: Spot the rule that governs a set of symbols

These questions are intentionally culture-free and language-neutral, ensuring fairness and accessibility. The Mensa IQ Quiz reflects the kinds of problems one might encounter on the Mensa intelligence test, giving users a realistic preview of the real experience.

⇒ Get Your Mensa IQ Test Results Instantly!

Timed vs. Untimed Online IQ Tests

Most Mensa online IQ tests, including the one provided by QuickIQTest.org, use a timed format to evaluate accuracy and speed of reasoning. Time constraints add a layer of difficulty, requiring users to think quickly and strategically under pressure.

However, QuickIQTest.org also allows users to pause and return later if needed, providing flexibility while maintaining test integrity. This hybrid model makes the test more inclusive without sacrificing the quality of results.

Whether preparing for the Mensa Norway IQ test, training for mental agility, or simply curious about how your brain works, the online Mensa test offers a structured yet user-friendly environment.

⇒ Try the Mensa IQ Test That Everyone’s Talking About!

How Results Are Calculated

After completing the test, users receive instant feedback with a detailed performance analysis. Scores are calculated using psychometric modeling based on standard deviation and population averages, which estimate where the individual ranks compared to the general population.

The results from QuickIQTest.org are easy to understand and based on real scientific methods. The platform’s algorithm evaluates consistency, accuracy, and completion time to provide a precise cognitive profile. Many users report that their scores from the Mensa IQ test answers offered here closely match what they later receive from official testing centers.

By taking the Mensa practice test free exams, users can gain valuable insight into their reasoning ability and better prepare for the official Mensa qualification.

⇒ Test Your Intelligence with a Trusted Mensa IQ Format

Benefits of Taking a Mensa Practice Test Online

Taking a Mensa practice test online is more than just an intellectual challenge. It’s an effective way to uncover personal strengths, enhance self-awareness, and evaluate readiness for official Mensa qualification. At QuickIQTest.org, users can experience a structured, intuitive version of the Mensa IQ test designed to match real-world testing standards closely.

Whether you’re preparing for the Mensa Norway IQ test or simply want to know how your reasoning skills compare globally, here’s why millions are turning to QuickIQTest.org for a trusted experience.

⇒ See How You Rank with the Mensa IQ Challenge!

1. Accessible from Anywhere, Anytime

The digital nature of the online Mensa IQ test at QuickIQTest.org makes it available on demand, removing common barriers like testing centers, fees, and scheduling. This is especially valuable for international users who may not have access to local Mensa offices.

You can begin the Mensa IQ test online from any device, desktop, tablet, or smartphone, making it ideal for busy professionals, students, and lifelong learners.

2. Realistic Mensa Test Questions and Format

The Mensa test questions included in the QuickIQTest.org version are modeled on the structure of official exams. These include questions that measure fluid intelligence, your ability to think abstractly and identify logical patterns.

Using a Mensa sample test, users can familiarize themselves with the challenges they’ll face in real Mensa evaluations. This practice benefits individuals who plan to apply to Mensa International formally.

⇒ Take the Most Accurate Mensa IQ Quiz with QuickIQTest.org!

3. Timed Assessment Simulates Real Testing Conditions

One key benefit of using this platform is its timed testing format, which adds an authentic layer of difficulty to the assessment. Users must manage their time wisely and stay focused under mild pressure, just as they would during an official test.

QuickIQTest.org also offers flexibility by allowing users to pause and resume if needed, ensuring accessibility without sacrificing accuracy.

4. Detailed, Instant Results

Upon completion, the Mensa IQ test answers are calculated and analyzed using a standardized scoring system based on IQ distribution. This ensures that the results are meaningful, not random or arbitrary.

The free Mensa International IQ test gives users immediate feedback with a breakdown of performance areas useful for tracking improvement over time or comparing results with national and international averages.

⇒ Complete a Realistic Mensa IQ Test Online!

5. Cost-Free Experience with Professional Quality

QuickIQTest.org delivers a Mensa practice test free of charge, with no hidden fees or sign-up requirements. This no-strings-attached model has made the platform a most recommended choice for those interested in taking a Mensa IQ quiz online.

Users receive a high-quality assessment built on real psychometric science even without payment. That’s part of why many regard it as one of the most accurate ways to test IQ digitally.

6. Confidence Building for Future Testing

Taking a Mensa practice test helps reduce test anxiety by familiarizing users with the format and expectations of intelligence testing. This confidence can be a game-changer during actual Mensa entrance exams.

Users often report improved performance on later exams after using the Mensa test free platform as their preparation tool.

⇒ Take the Next Step: Mensa IQ Testing Starts Here!

7. Useful for Educational and Professional Planning

Understanding your cognitive strengths can offer value beyond the test itself. Many use their IQ test Mensa results for career planning, educational development, or personal insight.

By identifying strong areas in logic, memory, or pattern recognition, individuals can better align their future goals with how their mind naturally operates.

8. Legitimate and Trusted Platform

QuickIQTest.org is a highly regarded service used by thousands seeking an accurate Mensa IQ test alternative online. The platform is recognized for its reliability, scientific structure, and commitment to user privacy.

You can confidently take the Mensa online IQ test, knowing your experience is aligned with international testing practices.

⇒ Want to Join Mensa? Start with This IQ Test!

Free vs. Paid Mensa IQ Test

With growing interest in intelligence testing, people often wonder whether they should take a free Mensa IQ test or invest in a paid one. While many online platforms offer both, the real difference lies in the test’s design quality, scoring accuracy, and trustworthiness. QuickIQTest.org offers one of the most reliable solutions, delivering a Mensa IQ test online that’s accessible, professional, and based on genuine IQ testing principles.

⇒ Take the Free Mensa IQ Test Officially at QuickIQTest.org!

What’s Included in a Free Mensa International IQ test?

A Mensa practice test, free of charge, can still offer tremendous value if a scientifically grounded platform develops it. At QuickIQTest.org, users can take a free Mensa IQ test replicating the structure and challenge level of formal IQ assessments. It includes:

20 to 40 timed logic-based questions
Instant scoring based on international IQ distribution
Cognitive performance breakdown
Familiarization with Mensa test questions and problem-solving formats

The free online Mensa IQ test is a legitimate way to prepare for more formal assessments, especially if you’re considering applying to the Mensa International IQ test.

Unlike many “free” quizzes online that are mostly entertainment-focused, this test is based on psychometric standards and cognitive science, making it one of the most accurate free resources available.

⇒ Test Your Logical Skills with a Mensa IQ Format!

Are Paid Tests More Accurate or Detailed?

Sometimes, paid IQ tests offer additional features such as detailed analytics, personality insights, or official certification for academic or professional use. However, price does not always equal quality.

QuickIQTest.org proves that an online, free Mensa IQ test can still deliver serious, research-backed results. Their algorithm calculates scores using valid statistical models that align with global IQ norms.

For users asking, “Is Mensa IQ test accurate if it’s free?” — the answer depends on the source. In the case of QuickIQTest.org, the platform is structured to offer a highly reliable Mensa-style testing experience without hidden fees or subscriptions.

Many users find that their IQ test Mensa scores from QuickIQTest.org are consistent with those they receive on formal Mensa evaluations.

⇒ Try the Most Popular Mensa IQ Test Online!

Red Flags to Avoid in Online Testing Sites

Not all online IQ tests are created equal. Here are some warning signs to avoid:

Vague or overly simplistic questions: Real Mensa sample test formats include complex reasoning challenges.
No scoring explanation: A legitimate platform should explain how your score is calculated.
Clickbait-style results: Avoid tests that give generic or overly flattering results without clear metrics.
Aggressive upselling or paywall traps: Some sites lure users with a “free” label only to demand payment after they complete the transaction.
No credibility or transparency: The platform should clarify its methodology and data use policy.

QuickIQTest.org avoids all of these pitfalls. The Mensa test is structured, transparent, and built to replicate the experience of a Mensa-style intelligence test. It’s one of the most trusted options for users seeking clarity and confidence before pursuing formal membership with the Mensa International IQ test.

⇒ Take a Mensa IQ Test That Reflects Real Results!

How to Prepare for a Mensa IQ Test

Preparing for a Mensa IQ test is about more than just intelligence; it’s about readiness. Whether you aim to qualify for the Mensa International IQ test or simply want to measure your cognitive abilities with a high-standard Mensa IQ test online, preparation helps sharpen your edge.

The Mensa IQ Quiz, available at QuickIQTest.org, can help you build the confidence and accuracy needed to succeed. This preparation process includes becoming familiar with question styles, reducing test-day anxiety, and boosting your ability to concentrate under time pressure.

⇒ Simulate a Real Mensa IQ Test Free at QuickIQTest.org!

Practice Mensa-Style Question Types

The official Mensa intelligence test isn’t based on rote knowledge; it assesses your ability to solve problems, think abstractly, and detect patterns. The most effective way to prepare is to consistently work through Mensa test questions in a format similar to the real test.

Some of the major categories you’ll encounter include:

Raven’s matrix-style pattern recognition
Logical progressions in shapes and numbers
Odd-one-out visual discrimination
Verbal reasoning and analogies
Spatial rotations and transformations

QuickIQTest.org is the most recommended source for a Mensa sample test that closely reflects these categories. Users can take the free Mensa practice test multiple times to build familiarity, speed, and confidence with each question type.

⇒ Start the Journey to Mensa Membership with This IQ Test!

Managing Test Anxiety

Nervousness is normal, but if unmanaged, it can disrupt your ability to think clearly and finish within the time limit. Since the Mensa online IQ test is typically timed, staying calm is essential for optimal performance.

Here are effective ways to control anxiety before and during the test:

Create a calm environment: Choose a quiet, comfortable place to take the test.
Establish a pre-test routine: Drink water, stretch, and do a quick mental warm-up.
Practice breathing techniques: Slow breathing helps reduce cortisol levels.
Mentally rehearse success: Visualize yourself completing the test calmly and efficiently.
Use the platform repeatedly: The more you take the free Mensa IQ test at QuickIQTest.org, the less intimidating the process becomes.

Knowing what to expect and rehearsing under real conditions—using the Mensa test, free format—can dramatically lower stress.

⇒ Take the Online Mensa IQ Quiz with Instant Results!

Tips to Improve Focus and Performance

Mental clarity plays a huge role in your outcome. To improve your focus and achieve an accurate score on your online Mensa test, consider these strategies:

Take practice tests when you’re mentally sharp, such as mid-morning.
Limit screen time beforehand to reduce eye strain and mental fatigue.
Eat a light, protein-rich snack before testing for sustained energy.
Use noise-canceling headphones or ambient sounds to eliminate distractions.
Practice skipping hard questions and circling back later.

The IQ test, the Mensa model from QuickIQTest.org, allows you to engage with realistic time pressure and genuine question logic. Practicing under these conditions enhances both speed and precision.

⇒ Try Mensa IQ Test Free and Accurate at QuickIQTest.org!

Use a Reliable Practice Source

Above all, choose a platform that mirrors the integrity of official Mensa testing. Not all online IQ tests are credible. With QuickIQTest.org, you’re training with one of the most accurate and trusted online formats. Their Mensa IQ test free system aligns with psychometric best practices and gives instant, meaningful results.

This test also benefits those preparing for region-specific exams like the Mensa Norway IQ test, offering a versatile preparation path for global candidates.

By repeatedly using the Mensa practice test free provided by QuickIQTest.org, users set themselves up mentally, emotionally, and strategically for success.

⇒ Find Out Where You Stand with the Mensa IQ Exam!

Most Accurate Online Mensa IQ Test in 2025

As the demand for online intelligence testing continues to grow in 2025, finding a trusted and most accurate Mensa IQ test online has become more critical. While dozens of websites and apps claim to offer valid assessments, only a few provide the depth, credibility, and design quality needed to reflect an actual Mensa intelligence test experience. Among them, QuickIQTest.org stands out as a highly regarded platform offering a legitimate, science-backed way to measure your IQ.

⇒ Try the Official Free Mensa IQ Test with Fast Scoring!

Trusted Platforms and Apps

The internet is saturated with IQ tests, but very few are structured by actual psychometric testing principles. When evaluating platforms, it’s essential to look for those that:

Offer pattern-based logic questions similar to official Mensa test questions
Provide timed tests that simulate the real testing pressure..
Deliver scoring based on standard deviation from the IQ bell curve..
Offer a well-explained breakdown of performance.

QuickIQTest.org ticks every one of these boxes. The platform’s online Mensa test is not a personality quiz or a gamified distraction. It is a research-based tool offering accurate feedback about fluid intelligence and reasoning capabilities.

⇒ Take the Most Accurate Mensa IQ Quiz with QuickIQTest.org!

Certified vs. Unofficial Tests

One common question from test takers is: Are certified tests better than unofficial ones?

Certified Mensa admissions tests, typically taken under supervised conditions, are the gold standard for official membership. However, high-quality online IQ assessments can serve as a highly accurate predictor of whether someone might qualify for Mensa. The key is to choose a platform designed by experts in cognitive science and pattern recognition.

QuickIQTest.org is not claiming to replace official testing but offers a Mensa IQ practice test that provides a strong, data-backed indication of your potential Mensa eligibility. It is one of the most reliable platforms for those who want to prepare, assess their standing, or challenge their intellect.

Many users begin with the free Mensa IQ test and later, based on their results, take the official supervised exam. The scores align well with what people typically achieve in certified evaluations.

⇒ Explore Your IQ with an Accurate Mensa-Based Test

User Reviews and Reliability

Credibility is built over time, and QuickIQTest.org has developed a growing user base of individuals who report high satisfaction with the platform’s structure, accuracy, and transparency.

Standard user feedback highlights:

Realistic difficulty that matches the Mensa IQ test answers users encounter in formal tests
Clear explanations of score metrics and how IQ is calculated
No hidden fees or misleading claims
Seamless user experience and clean test design

One user noted, “I took the Norway Mensa IQ test after using QuickIQTest.org and scored within the same range. It really helped me prepare.”

Thousands of learners have used the platform’s Mensa practice test free to sharpen their cognitive skills and explore their intellectual strengths.

When people ask, “Is the Mensa IQ test accurate if taken online?” the answer is yes, when you choose a platform like QuickIQTest.org. Its consistency, logic-based framework, and precise scoring method make it one of the most trusted online tools available in 2025.

⇒ Take the Classic Mensa IQ Test Online Anytime!

Understanding Your IQ Score

After completing a Mensa IQ Quiz online, the next crucial step is interpreting your results. Your score is more than just a number—it reflects how your cognitive abilities compare with the general population. Whether you’re using a free Mensa IQ test or a more structured Mensa intelligence test, it’s essential to understand what the score represents, how it’s calculated, and what it doesn’t say about you.

⇒ Curious About Your IQ? Take the Mensa Test Now!

What Your Score Means

IQ scores are designed to follow a standard distribution, with the average set at 100. When you take a Mensa IQ practice test through a reliable source like QuickIQTest.org, your final score is calculated based on the number of correct answers, the difficulty of questions, and how your performance compares to others.

Your result is often accompanied by a percentile rank, which shows how many people you outperformed. For example:

A score of 100 means your intelligence level is right in the middle of the population.
A score of 130 or above may indicate potential eligibility for Mensa.
A score below 85 is still within the standard curve but on the lower end of the distribution.

QuickIQTest.org provides immediate, easy-to-read score explanations after each Mensa online IQ test, helping users see where they stand and what it might mean for their educational or professional development.

⇒ See If You Make the Cut with This Mensa IQ Test!

Average, High, and Low IQ Ranges

Most online tests use the Wechsler scale or similar bell curves. Here’s how typical IQ scores are categorized:

Below 70: Considered well below average; may indicate developmental challenges
70–84: Below average range
85–114: Average range (majority of the population)
115–129: Above average
130+: High IQ; potential Mensa qualification

The Mensa practice test, free at QuickIQTest.org, aligns its scoring with these global standards, offering users an accurate assessment of where they fall.

While scoring above 130 on the IQ test doesn’t automatically mean Mensa membership, it’s often a strong indicator that you might qualify if you pursue the official supervised exam.

⇒ Reveal Your Cognitive Strengths with a Mensa IQ Test!

Limitations and Misconceptions

IQ tests measure specific types of intelligence—remarkably fluid reasoning, pattern recognition, and logic. They do not assess:

Creativity
Emotional intelligence (EQ)
Social skills
Practical problem-solving
Wisdom or moral judgment

A common misconception is that a high IQ automatically equates to success or genius. While many high-IQ individuals thrive academically or professionally, success is influenced by many other factors, including motivation, opportunity, and emotional resilience.

Another myth is that taking the Mensa IQ test multiple times will significantly inflate your score. While practice improves familiarity, accurate intelligence scores remain relatively stable over time.

That said, tools like QuickIQTest.org offer meaningful insights and preparation. They’re designed for those aiming to join Mensa and for anyone curious about their cognitive strengths.

⇒ Test Yourself Against Mensa Standards!

8. Mensa IQ Test for Kids, Teens, and Adults

Intelligence testing isn’t limited to adults. An adequately designed Mensa IQ test can help assess children, teenagers, and adults’ cognitive ability. However, it’s essential to recognize that age plays a critical role in measuring and interpreting IQ. Whether for educational placement, personal insight, or curiosity, the online Mensa IQ test at QuickIQTest.org adapts well across age groups by offering a flexible, pattern-based format appropriate for different developmental stages.

Age-Appropriate IQ Assessments

IQ testing must be aligned with age-related expectations to be accurate. The mental tasks a 10-year-old can solve differ significantly from those expected of a 30-year-old. Modern IQ tests adjust scoring to ensure fair comparisons across ages.

QuickIQTest.org provides an IQ test and a Mensa platform suitable for teens and adults. It is typically recommended for ages 14 and up. For younger children, supervised testing with child-specific formats is more appropriate. However, for teens preparing for academic challenges or seeking Mensa eligibility, the Mensa practice test offers an excellent simulation of the logic-based reasoning questions used in official exams.

Adults aged 20, 40, or 65 can use the Mensa online IQ test to evaluate cognitive agility. Unlike knowledge tests, these pattern-recognition exercises are designed to minimize age or cultural bias.

⇒ Start the Mensa IQ Test Online Free with QuickIQTest.org!

Educational vs. General Intelligence Tests

Educational IQ tests often assess verbal comprehension, arithmetic skills, and memory, traits aligned with classroom performance. In contrast, a Mensa intelligence test focuses on fluid intelligence: your ability to reason and think abstractly.

The free Mensa IQ test from QuickIQTest.org is particularly well-suited for general intelligence evaluation. It doesn’t require prior academic knowledge. Instead, it asks questions based on logic, patterns, and spatial awareness—abilities that tend to be stable across diverse educational backgrounds.

This makes the Mensa test a free experience appealing to students looking to challenge themselves and working professionals interested in their cognitive strengths.

⇒ Discover the IQ Test Modeled After Mensa Exams!

How Schools or Employers May Use Results

Schools may recommend IQ testing for gifted program eligibility or special education placement. An above-average score—particularly in problem-solving and pattern recognition—can support a child’s placement in accelerated academic tracks.

Some employers also use intelligence testing in hiring processes, especially for roles requiring critical thinking, analysis, or technical decision-making. While many organizations don’t ask for an actual Mensa IQ test, scores from high-quality platforms like QuickIQTest.org can provide personal insight and potentially be included in a professional portfolio.

It’s worth noting that many individuals voluntarily share their Mensa IQ test answers or scores with mentors, educators, and coaches to guide future development.

The Mensa practice test is free, and it’s a low-pressure way to get started, whether you’re a student preparing for higher education or a professional seeking a mental challenge.

⇒ Unlock Your IQ Potential with This Mensa-Based Test!

9. Is a Mensa IQ Test Legitimate?

With the explosion of online testing platforms, it’s natural to question whether a Mensa IQ test taken online is accurate or valid. While not every internet quiz holds scientific value, well-structured assessments like those offered by QuickIQTest.org are developed to reflect genuine intelligence-testing principles. When done correctly, an online Mensa IQ test can provide results closely aligned with traditional, supervised testing used in clinical or academic settings.

⇒ Measure Your Intelligence with a Mensa-Style Quiz

How Accurate Are Online IQ Tests Compared to Clinical Ones?

Clinical IQ assessments, like the Stanford-Binet or WAIS-IV, are typically administered in controlled environments by certified professionals. They are used in education, employment, and mental health contexts and offer highly detailed insight into cognitive performance. They assess several forms of intelligence, including working memory, spatial reasoning, and processing speed.

While online versions don’t provide the same depth, many use similar formats, particularly for fluid intelligence (the ability to identify patterns, solve problems, and reason abstractly). A properly designed Mensa practice test mimics these core aspects with visual pattern recognition, number series, and logic puzzles. QuickIQTest.org uses time-based challenges and varied question structures to replicate these elements, producing surprisingly consistent results with official Mensa entry exams.

Many users of QuickIQTest.org report that their scores from this free Mensa IQ test fall within the same range as those received from in-person evaluations.

⇒ Start a Mensa IQ Assessment from Anywhere!

How to Tell If a Test Is Scientifically Valid

With so many tests online claiming to be “official” or “accurate,” how can you spot the real ones?

Here are signs of scientific credibility in an online Mensa IQ test:

Timed sections: Intelligence isn’t just about getting the correct answer—it’s about speed and efficiency under time pressure.
Standardized scoring: Real IQ tests distribute results on a bell curve. Look for scores where 100 is average, with clear percentile rankings.
Diverse questions: A valid test includes spatial, numeric, and abstract reasoning, each targeting different cognitive functions.
Adaptive difficulty: The test should gradually increase in complexity, which mirrors how official Mensa assessments are structured.
No personality quizzes or gimmicks: IQ tests aren’t mood surveys but analytical and performance-based.

QuickIQTest.org delivers on all these fronts. Their online Mensa IQ test uses a scoring algorithm rooted in psychometric testing standards. The platform is built not to entertain, but to challenge users across different reasoning dimensions.

⇒ Take the IQ Test Designed for High Performers!

Credentials to Look For in a Reliable IQ Test

Even if a test is online, it should still meet standards that suggest professional input and real-world value. You don’t need a clinical psychologist to validate it, but some benchmarks help:

Developer transparency: Reputable IQ tests often mention who created the test, ideally, experts in cognitive science or psychometric testing.
Consistent user reviews: Real users should report that their scores feel realistic and reflect other intelligence evaluations they’ve taken.
No unrealistic promises: Beware of tests that guarantee Mensa admission or claim impossible accuracy. A legitimate Mensa intelligence test will acknowledge that only official, supervised tests can grant membership.

At QuickIQTest.org, the goal is not to mislead users. Instead, they offer a highly regarded, free Mensa test alternative that enables individuals to evaluate their reasoning ability before deciding whether to apply for official Mensa testing.

⇒ Find Out If You Have a Mensa-Eligible Score!

The Role of a Mensa Practice Test

Think of a Mensa IQ test online like a practice run—it’s not a certification, but it’s the next best thing. It offers valuable preparation, helps reduce test anxiety, and gives you a clear picture of your strengths.

Additionally, it is an excellent IQ screening tool because the Mensa sample test at QuickIQTest.org is patterned after real Mensa questions. It gives users honest feedback while preserving the integrity of what a real test should feel like.

⇒ Take the Mensa IQ Test Officially at QuickIQTest.org

FAQS

Can I take a free Mensa IQ test online?

Taking a free Mensa IQ test online is possible, especially for practice and personal evaluation. While official Mensa tests must be supervised and often involve a fee, trusted platforms like QuickIQTest.org provide access to a Mensa IQ test online that mimics the structure and complexity of the real thing. This Mensa practice test free version includes timed questions and instant scoring, offering an effective way to understand how you might perform on a formal Mensa assessment. It benefits those interested in preparing before attempting an official supervised exam.

How does the online Mensa IQ test work?

An online Mensa IQ test generally presents a series of timed questions designed to test logic, spatial awareness, pattern recognition, and numerical reasoning. These tests are based on the same principles as formal IQ assessments used by Mensa International. At QuickIQTest.org, the structure includes:

Timed sections: Questions must be answered within a specific time limit to simulate real-world conditions.
Adaptive scoring: The test evaluates accuracy and the difficulty of questions answered correctly.
Instant results: Once completed, you receive a score range that corresponds with general IQ benchmarks, giving you an idea of where you stand compared to the population.

This Mensa IQ practice test provides an accessible way to explore your intellectual strengths before considering official testing.

How accurate is the online Mensa IQ test?

The accuracy of an online Mensa IQ test depends on how well it follows accepted psychometric standards. While online versions do not replace supervised clinical assessments, services like QuickIQTest.org aim to provide a highly accurate and reliable evaluation. Their test uses cognitive science and logic-based structures similar to official IQ tests. It focuses on visual and numerical reasoning rather than learned knowledge, which makes it more reflective of your innate problem-solving abilities. While the score cannot be used for formal Mensa membership, it can indicate your potential and help guide whether you should pursue official testing.

What does my IQ score mean?

Your IQ score is a numerical expression of your cognitive performance relative to the general population. Most scoring systems are based on a bell curve, with 100 as the average IQ. Here’s a general breakdown:

85–115: Average range (most people fall here)
116–129: Above average
130 and above: Gifted; potential Mensa qualification
Below 85: May indicate challenges in some areas of reasoning.

When you take the IQ test, Mensa style, at QuickIQTest.org, your score will fall within a percentile rank, giving context to where you stand. However, it’s essential to understand that IQ is just one measure of cognitive potential and does not capture creativity, emotional intelligence, or other forms of intelligence.

Media Contact
Company: Quick IQ Test
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Email: support@quickiqtest.org
Address: 3445 Canterbury Drive, New York, NY 10016, USA
URL: https://quickiqtest.org/
Phone: +1 646-598-0584
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The MIL Network –

July 1, 2025

MIL-OSI USA: Reps. Cherfilus-McCormick and Wasserman Schultz Lead Letter Urging USDA and HHS to Protect Free School Meals Amid Cuts

Source: United States House of Representatives – Congresswoman Sheila Cherfilus-McCormick (D-Florida 20th district))

WASHINGTON, D.C. — Today, Congresswoman Sheila Cherfilus-McCormick (FL-20) and Congresswoman Debbie Wasserman Schultz (FL-25) led 29 of their colleagues in urging the U.S. Departments of Agriculture (USDA) and Health and Human Services (HHS) to assess and address the harmful impacts potential cuts to Medicaid and SNAP would have on students’ access to free and reduced-price school meals.

In a letter to USDA Secretary Brooke Rollins and HHS Secretary Robert F. Kennedy, Jr.,Congresswomen Sheila Cherfilus-McCormick (FL-20) and Debbie Wasserman Schultz (FL-25) expressed concern that proposed cuts in the current reconciliation bill could strip SNAP benefits from over 2 million children and jeopardize their Medicaid coverage—putting access to school meals at risk.

“With food prices soaring and school meal debt at crisis levels, this is the moment to strengthen—not slash—the nutrition programs that keep our children fed, healthy, and ready to learn,” said Congresswoman Cherfilus-McCormick (D-FL). “No parent should fear their child will go hungry or be left unprotected in a place of learning. This is more than policy—it’s a moral obligation. Feeding children should never be up for debate. As a mother, I carry that responsibility every day. America must do the same. Congress must act with urgency to protect these essential programs because our children’s health, safety, and futures depend on it.”

“Republicans want to ram their ‘Big Ugly Bill’ through the House this week and hide its cruel impacts on our children,” said Wasserman Schultz (D-FL). “Deep Medicaid and SNAP cuts risk children losing both access to healthcare coverage and food at home – but it also chokes off access to free healthy school lunches. Republicans want to bury the real harm their cuts will inflict, and the ugly reality that it’s all being done to pay for wealthy tax breaks. But I’ll proudly fight for our children and schools and ensure the cuts they face are not covered up.”

The letter highlights the importance of direct certification and the Community Eligibility Provision (CEP), which allows high-need schools to offer free meals to all students. Changes to Medicaid and SNAP could disqualify many schools—particularly in communities like Broward County, Florida—from meeting CEP thresholds, reversing hard-fought progress made under the previous Administration.

Additional signatories of the letter include Reps. Amo (D-RI), Brownley (D-CA), Carson (D-IN), Carter (D-LA), Castor (D-FL), Clarke (D-NY), Cohen (D-TN), Crockett (D-TX), Davis (D-IL), DelBene (D-WA), Evans (D-PA), Figures (D-AL), García (D-IL), Gottheimer (D-NJ), Krishnamoorthi (D-IL), McIver (D-NJ), Olszewski (D-MD), Peters (D-CA), Pettersen (D-CO), Ramirez (D-IL), Salinas (D-OR), Smith (D-WA), Strickland (D-WA), Takano (D-CA), Thanedar (D-MI), Thompson (D-MI), Tlaib (D-MI), Velázquez (D- NY), and Wilson (D-FL).

Read the Full letter here.

###

MIL OSI USA News –

July 1, 2025

MIL-OSI USA: Congresswoman Bice Supports Military Construction and Veterans Affairs Appropriations Act

Source: United States House of Representatives – Congresswoman Stephanie Bice (OK-05)

Washington, D.C.– Today, the U.S. House of Representatives voted on their first appropriations bill, H.R. 3944, the Military Construction, Veterans Affairs, and Related Agencies Appropriations Act. This legislation includes $452.64 billion for the U.S. Department of Veterans Affairs and $18 billion for military construction and family housing, an increase over FY25 funding levels. This is the first of the twelve appropriations bills to be considered on the House floor and the Appropriations committee continues working to pass the remaining bills out of committee for floor consideration

Congresswoman Bice issued the following statement:
“Under the leadership of Chairman Cole, the House passed the Military Construction, Veterans Affairs, and Related Agencies Appropriations Act. As a member of this subcommittee, I am focused on fully funding veterans’ health care, benefits, and programs and supporting our military families. This bill also reflects the priorities of the Trump Administration by protecting the Second Amendment rights of veterans and preventing funding for DEI initiatives and gender affirming care. I look forward to continuing the appropriations process and working to responsibly fund the federal government.”

MIL OSI USA News –

July 1, 2025

MIL-OSI Africa: CORRECTION: African Development Bank, Asian Infrastructure Investment Bank (AIIB) sign Memorandum of Understanding (MOU) renewing their collaboration on sustainable economic development for Africa

The African Development Bank (www.AfDB.org) and the Asian Infrastructure Investment Bank (AIIB) have signed an agreement strengthening their collaboration on sustainable economic development, designed to boost infrastructure development and economic opportunities across the African continent.

The Memorandum of Understanding, which builds on an earlier one in 2018, was signed by African Development Bank president, Dr. Akinwumi Adesina, and AIIB President and Chair of the Board of Directors Jin Liqun on Saturday 28 June. The signing took place on the sidelines of a meeting of Heads of Multilateral Development Banks held in Paris, France, the same day.

The agreement outlines continued collaboration from both parties in six priority areas, aligned with the Bank Group’s Ten-Year Strategy 2024–2033 as well as AIIB’s Corporate Strategy and its Strategy on Financing Operations in Non-Regional Members. The areas are:

(i) Green infrastructure

(ii) Industrialization

(iii) Private capital mobilization including Public – Private Partnerships

(iv) Cross-border-connectivity

(v) Digitalization; and

(vi) Policy-based financing

The MOU will promote among other things, co-financing, co-guaranteeing and other forms of joint participation in financial assistance for development projects primarily in sustainable infrastructure. The African Development Bank and AIIB’s existing cooperation in this area, includes providing guarantees to support the issuance of Egypt’s first Sustainable Panda Bond in 2023, valued at RMB 3.5 billion.

This historic issuance—backed by guarantees from both AfDB and AIIB—marked the first African sovereign bond placed in the Chinese interbank bond market. The guarantees provided by the two triple-A-rated multilateral banks were instrumental in de-risking the transaction, enabling Egypt to secure competitive terms and attract investor confidence.

“This partnership continues to be an effective pathway to provide economic development for our member countries, especially in infrastructure. By reaffirming today, we are boosting energy access by accelerating Mission 300 which is targeting to connect 300 million people to electricity by 2030,” Dr Adesina said.

Mr. Jin Liqun remarked: “The renewal of our partnership with the African Development Bank reflects AIIB’s commitment to supporting sustainable development beyond Asia. Through this collaboration, we can leverage our combined expertise to deliver transformative projects that will benefit millions across the continent and create prosperity through quality infrastructure investment.”

Distributed by APO Group on behalf of African Development Bank Group (AfDB).

Editor’s note:
This press release is re-issued to correct an error in the number of members AIIB has worldwide. An earlier version issued today 30 June, incorrectly stated that it has 84 members, instead of 110.

Contact:
Amba Mpoke-Bigg
Communication and External Relations Department
Email: media@afdb.org

About the Asian Infrastructure Investment Bank (AIIB):
The Asian Infrastructure Investment Bank is a multilateral development bank dedicated to financing “infrastructure for tomorrow,” with sustainability at its core. AIIB began operations in 2016, now has 110 approved members worldwide, is capitalized at USD100 billion and is AAA-rated by major international credit rating agencies. AIIB collaborates with partners to mobilize capital and invest in infrastructure and other productive sectors that foster sustainable economic development and enhance regional connectivity.

About the African Development Bank Group:
The African Development Bank Group is Africa’s premier development finance institution. It comprises three distinct entities: the African Development Bank (AfDB), the African Development Fund (ADF) and the Nigeria Trust Fund (NTF). On the ground in 41 African countries with an external office in Japan, the Bank contributes to the economic development and the social progress of its 54 regional member states. For more information: www.AfDB.org

MIL OSI Africa –

July 1, 2025

MIL-OSI Africa: Niger’s Prime Minister Joins African Energy Week (AEW) 2025 as Country Eyes Increased Oil Exports

Mahamane Lamine Zeine, Prime Minister of the Republic of Niger, has joined the African Energy Week (AEW): Invest in African Energies 2025 conference as a speaker. During the event – which takes place September 29 to October 3 in Cape Town – Zeine is expected to share insight into the country’s oil and gas projects, detailing initiatives being implemented to increase production and crude exports.

As the largest event of its kind in Africa, AEW: Invest in African Energies represents a strategic platform for African countries to not only promote their respective energy opportunities but foster cross-border collaboration and regional ties. Niger has been leveraging regional relations in recent months to advance oil exports, with infrastructure projects such as the Niger-Benin pipeline. The 100,000 barrel-per-day pipeline started operations in 2024, with oil successfully reaching the town of Sémè Kraké in Benin. The pipeline spans 1,950km and connects Niger’s Agadem oilfields to the Atlantic Ocean. During AEW: Invest in African Energies 2025, Zeine is expected to highlight the impact of the pipeline and how the project will support future oil and gas developments by providing a direct route to export markets.

AEW: Invest in African Energies is the platform of choice for project operators, financiers, technology providers and government, and has emerged as the official place to sign deals in African energy. Visit www.AECWeek.com for more information about this exciting event.

With the start of operations of the Niger-Benin pipeline, Niger is well-positioned to increase crude production. The country is currently promoting new investments in exploration blocks, with several milestones achieved in several months. Algeria’s national oil company (NOC) Sonatrach – in partnership with Niger’s NOC Sonidep – announced plans to revive exploration activities in the country. The companies signed a memorandum of understanding (MoU) in 2024, committing to exploring opportunities for cooperation. The agreement paves the way for the companies to form partnerships in exploration, production, refining, petrochemicals and petroleum product distribution. Sonatrach is currently engaged in the country’s Kafra block in northern Niger. The block has featured two exploration wells – KFR-1 and KFRN-1 -, with the discovery of 168 million barrels and 100 million barrels of proven and probably oil reserves, respectively.

Sonatrach is also looking at constructing a refinery and petrochemical complex in Dosso, situated in southwestern Niger. The refinery will have an initial capacity of 30,000 bpd, with potential expansion to 100,000 bpd. Following its completion, the refinery is expected to offer low-cost fuel products for the domestic market. Meanwhile, under the terms of a signed agreement, Sonatrach will provide specialized training program for Nigerien engineers and technicians at Algerian refineries, supporting skills development in Niger.

Niger currently produces approximately 20,000 bpd of crude from the Agadem Rift Basin. In 2024, China National Petroleum Corporation signed a deal worth $400 million for the sale of crude from the Agadem oilfield. This signals new opportunities for crude exports and comes as players in the country make strides towards increasing production. Notably, oil and gas company Savannah Energy is a key player in Niger’s hydrocarbon sector. The company plans to increase production to 5,000 bpd through the development of recently-discovered oil blocks. Savannah’s hydrocarbon license interests cover approximately 13,655 km² – representing 50% of the country’s main petroleum basin, the Agadem Rift Basin. The company has identified 35 million barrels of gross 2C resources across its R3 East discoveries, with an additional 90 million barrels of gross unrisked prospective resources identified from five prospects and leads within tie-in distance to the planned R3 East facilities. With five wells drilled and five discoveries to date, Savannah Energy has witnessed significant success in Niger.

“Niger has significant potential to become a major crude exporter, with projects such as the Niger-Benin pipeline poised to play an instrumental part in getting Nigerien crude to global markets. To unlock the true potential of this project, Niger requires significant investment across the upstream sector. Insights shared at AEW: Invest in African Energies 2025 will support future deal-signing and exploration,” states NJ Ayuk, Executive Chairman, African Energy Chamber.

Distributed by APO Group on behalf of African Energy Chamber.

MIL OSI Africa –

July 1, 2025

MIL-OSI Russia: The Politburo of the CPC Central Committee reviewed a set of regulations on the work of the directive, advisory and coordinating bodies of the CPC Central Committee.

Translation. Region: Russian Federal

Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

Source: People’s Republic of China – State Council News

BEIJING, June 30 (Xinhua) — The Political Bureau of the Communist Party of China (CPC) Central Committee held a meeting on Monday to review a set of regulations on the work of the decision-making, advisory and coordinating organs of the CPC Central Committee. General Secretary of the CPC Central Committee Xi Jinping chaired the meeting.

The meeting participants noted that the establishment of the CPC Central Committee’s decision-making, advisory and coordinating organs is an important institutional measure to strengthen the unified centralized leadership of the CPC Central Committee over key work and ensure the fulfillment of key tasks. The formulation and issuance of regulations will further standardize the establishment, definition of duties and operation of such organs. The regulations are of great significance for improving top-level planning, overall coordination, comprehensive advancement and effective implementation of key work.

The meeting stressed that the decision-making, advisory and coordinating organs of the CPC Central Committee should have a clear understanding of their duties and status. They should focus on planning, discussing and supervising the implementation of major tasks, and provide more effective overall leadership and coordination of key work. While fully fulfilling their coordinating duties, they should avoid taking on other people’s functions and exceeding the limits of their authority. At the same time, they should conduct in-depth studies to improve the quality and efficiency of decision-making and discussion, and propose practical and effective policies. At the same time, it is extremely important to avoid formalism and bureaucracy and achieve practical results.

Other issues were also discussed during the meeting. –0–

MIL OSI Russia News –

July 1, 2025

MIL-OSI Russia: Georgia and the International Maritime Organization discussed expanding cooperation at sea

Translation. Region: Russian Federal

Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

Source: People’s Republic of China – State Council News

Tbilisi, June 30 (Xinhua) — Georgian Minister of Economy and Sustainable Development Mariam Kvrivishvili met with International Maritime Organization (IMO) Secretary General Arsenio Dominguez, who is visiting Georgia, in Tbilisi on Monday. The issues of introducing electronic services in Georgian ports, implementing joint projects, developing maritime education and employing seafarers were discussed during the meeting, the Georgian Ministry of Economy and Sustainable Development reported.

M. Kvrivishvili emphasized that the maritime sector plays an important role in the country’s economy and its development is one of the priorities for the Georgian government. According to her, Georgia fulfills all obligations stipulated by the international legal instruments of the IMO and consistently maintains high standards in the field of maritime safety, training and certification of seafarers, and environmental protection.

The parties noted the important role of maritime infrastructure in realizing Georgia’s transit potential, including in terms of further development of the Trans-Caspian International Transport Route. Particular attention was paid to the Anaklia deep-water port project, which, as M. Kvrivishvili noted, will create favorable conditions for the development of logistics services and an industrial zone in the adjacent territory.

Georgia has been a member of the IMO since 1993. In 2015, the country underwent a voluntary audit, and in 2025, a mandatory audit. –0–

MIL OSI Russia News –

July 1, 2025

MIL-OSI Russia: Uzbekistan exported $17.1 million worth of tomatoes in the first five months of 2025

Translation. Region: Russian Federal

Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

Source: People’s Republic of China – State Council News

Tashkent, June 30 (Xinhua) — Uzbekistan exported 17.1 thousand tons of tomatoes worth $17.1 million in the first five months of this year, Uzbek media reported on Monday, citing data from the National Statistics Committee of the Republic of Uzbekistan.

It is reported that among the countries to which the export was carried out, Russia was the main buyer, with 14 thousand tons of products sent there.

After Russia, Kazakhstan and Kyrgyzstan were the main buyers of Uzbek tomatoes, where 1.6 thousand and 1.4 thousand tons were exported, respectively. –0–

MIL OSI Russia News –

July 1, 2025

MIL-OSI Canada: Joint Statement of the G7 Foreign Ministers on Iran and the Middle East

Source: Government of Canada News

June 30, 2025 – Ottawa, Ontario – Global Affairs Canada

We the G7 Foreign Ministers of Canada, France, Germany, Italy, Japan, the United Kingdom and the United States of America, and the High Representative of the European Union, met in The Hague on June 25, 2025, where we discussed recent events in the Middle East.

We reiterate our support for the ceasefire between Israel and Iran announced by U.S. President Trump, and urge all parties to avoid actions that could further destabilize the region.

We appreciate Qatar’s important role in facilitating the ceasefire and express our full solidarity to Qatar and Iraq following the recent strikes by Iran and its proxies and partners against their territory. We welcome all efforts in the region towards stabilization and de-escalation.

We reaffirm that the Islamic Republic of Iran can never have nuclear weapons, and urge Iran to refrain from reconstituting its unjustified enrichment activities. We call for the resumption of negotiations, resulting in a comprehensive, verifiable and durable agreement that addresses Iran’s nuclear program.

In order to have a sustainable and credible resolution, we call on Iran to urgently resume full cooperation with the International Atomic Energy Agency (IAEA) as required by its safeguards obligations and to provide the IAEA with verifiable information about all nuclear material in Iran, including by providing access to IAEA inspectors. We condemn calls in Iran for the arrest and execution of IAEA Director General Grossi

We underscore the centrality of the Nuclear Non-Proliferation Treaty (NPT) as the cornerstone of the global nuclear non-proliferation regime. It is essential that Iran remains party to and fully implements its obligations under the Treaty.

We reiterate our commitment to peace and stability in the Middle East. In this context, we reaffirm that Israel has a right to defend itself. We reiterate our support for the security of Israel.

MIL OSI Canada News –

July 1, 2025

MIL-OSI: Progress Software Announces Second Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Annualized Recurring Revenue (“ARR”) of $838 million Grew 46% year-over-year
Revenue of $237 million Grew 36% year-over-year
Raises Full Year Guidance for Revenue, Operating Margin, Earnings Per Share, and Cash Flow
Acquires Agentic RAG AI Company

BURLINGTON, Mass., June 30, 2025 (GLOBE NEWSWIRE) — Progress Software (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced financial results for its fiscal second quarter ended May 31, 2025.

Second Quarter 2025 Highlights:

Revenue of $237 million increased 36% year-over-year on an actual currency basis and 35% on a constant currency basis.
Annualized Recurring Revenue (“ARR”) of $838 million increased 46% year-over-year on a constant currency basis.
Operating margin was 16% and non-GAAP operating margin was 40%.
Diluted earnings per share was $0.39 compared to $0.37 in the same quarter last year, an increase of 5%.
Non-GAAP diluted earnings per share was $1.40 compared to $1.09 in the same quarter last year, an increase of 28%.

“We’re extremely pleased with our solid Q2 results” said Yogesh Gupta, CEO of Progress Software. “Revenue contributions were strong across all geographies resulting in ARR of $838 million or 46% year-over-year growth. Our Net Retention Rate was 100%, demonstrating the consistent strength of our product portfolio. Our confidence in the business is reflected in our raised guidance for FY25. Equally important, our integration of ShareFile is going extremely well as we have completed numerous major synergy milestones, and we remain confident in our ability to reach all our ShareFile targets by the end of the year.”

Additional financial highlights included:

	Three Months Ended
	GAAP								Non-GAAP
(in thousands, except percentages and per share amounts)	May 31, 2025			May 31, 2024			% Change		May 31, 2025			May 31, 2024			% Change
Revenue	$	237,355		$	175,077		36	%	$	237,355		$	175,077		36	%
Income from operations	$	38,616		$	27,148		42	%	$	95,461		$	67,086		42	%
Operating margin		16	%		16	%	0 bps			40	%		38	%	200 bps
Net income	$	17,029		$	16,188		5	%	$	61,749		$	47,899		29	%
Diluted earnings per share	$	0.39		$	0.37		5	%	$	1.40		$	1.09		28	%
Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)	$	29,996		$	63,681		(53	)%	$	37,068		$	64,073		(42	)%
	$	29,996		$	63,681				$	51,579		$	69,679		(26	)%

See Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures, and Select Performance Metrics and a reconciliation of non-GAAP adjustments to Progress’ GAAP financial results at the end of this press release.

Other fiscal second quarter 2025 metrics and recent results included:

Cash and cash equivalents were $102.0 million at the end of the quarter.
Days sales outstanding was 53 days compared to 41 days in the fiscal second quarter of 2024 and 48 days in the fiscal first quarter of 2025.

“Our second quarter performance reflects the continued strong execution by our teams and this is further reflected in our increase to full year guidance across the board,” said Anthony Folger, CFO of Progress Software. “Our ShareFile business is progressing well and we are ahead of schedule with the integration and moving swiftly towards reaching our synergy targets. On the balance sheet, we again made significant progress on paying down our revolving credit facility, with another $40 million this quarter, putting us on a solid trajectory to hit our goal of $160 million debt paydown this year.”

Acquisition of Nuclia

In a separate press release, the Company also announced today its acquisition of Nuclia, an innovator in agentic Retrieval-Augmented Generation (“RAG”) AI solutions. Nuclia provides unique, easy-to-use agentic RAG-as-a-service technology enabling organizations to automatically leverage their own proprietary business information to retrieve verifiable, accurate answers using GenAI. Nuclia will extend the end-to-end value of the Progress Data Platform while creating new opportunities to reach a broader market of organizations looking to leverage agentic RAG technology.

The acquisition was signed and closed today and is immaterial to Progress’ financials.

To learn more about Nuclia, go to https://nuclia.com/.

2025 Business Outlook

Progress provides the following guidance for the fiscal year ending November 30, 2025 and the fiscal third quarter ending August 31, 2025:

	Updated FY 2025 Guidance (June 30, 2025)		Prior FY 2025 Guidance (March 31, 2025)
(in millions, except percentages and per share amounts)	GAAP	Non-GAAP	GAAP	Non-GAAP
Revenue	$962 – $974	$962 – $974	$958 – $970	$958 – $970
Diluted earnings per share	$1.27 – $1.43	$5.28 – $5.40	$1.19 – $1.35	$5.25 – $5.37
Operating margin	15%	38% – 39%	14% – 15%	38%
Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)	$218 – $230	$228 – $240	$216 – $228	$226 – $238
		$285 – $296		$283 – $294
Effective tax rate	17%	20%	19%	20%

	Q3 2025 Guidance
(in millions, except per share amounts)	GAAP	Non-GAAP
Revenue	$237 – $243	$237 – $243
Diluted earnings per share	$0.29 – $0.35	$1.28 – $1.34

Based on current exchange rates, the expected positive currency translation impact on our:

Fiscal year 2025 business outlook compared to 2024 exchange rates is approximately $2.4 million on revenue.
GAAP and non-GAAP diluted earnings per share for fiscal year 2025 is approximately $0.02.
Fiscal Q3 2025 business outlook compared to 2024 exchange rates is approximately $1.7 million on revenue.
GAAP and non-GAAP diluted earnings per share for fiscal Q3 2025 is approximately $0.01.

To the extent that there are changes in exchange rates versus the current environment and/or our expectations, this may have an impact on Progress’ business outlook.

Conference Call

Progress will hold a conference call to review its financial results for the fiscal second quarter of 2025 at 5:00 p.m. ET on Monday, June 30, 2025. Participants must register for the conference call here: https://register-conf.media-server.com/register/BIc386d20e6fbd46acbadafca492a42b35. The webcast can be accessed at: https://edge.media-server.com/mmc/p/bujcypbf/. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and an archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

About Progress

Progress Software (Nasdaq: PRGS) empowers organizations to achieve transformational success in the face of disruptive change. Our software enables our customers to develop, deploy and manage responsible AI-powered applications and digital experiences with agility and ease. Customers get a trusted provider in Progress, with the products, expertise and vision they need to succeed. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com.

Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended								Six Months Ended
(in thousands, except per share data)	May 31, 2025			May 31, 2024			% Change		May 31, 2025			May 31, 2024			% Change
Revenue:
Software licenses	$	50,795		$	53,979		(6	)%	$	109,240		$	118,079		(7	)%
Maintenance, SaaS, and professional services		186,560			121,098		54	%		366,130			241,683		51	%
Total revenue		237,355			175,077		36	%		475,370			359,762		32	%
Costs of revenue:
Cost of software licenses		2,987			2,497		20	%		5,912			5,228		13	%
Cost of maintenance, SaaS, and professional services		33,764			22,176		52	%		66,648			44,395		50	%
Amortization of acquired intangibles		10,537			7,398		42	%		20,959			15,257		37	%
Total costs of revenue		47,288			32,071		47	%		93,519			64,880		44	%
Gross profit		190,067			143,006		33	%		381,851			294,882		29	%
Operating expenses:
Sales and marketing		49,677			37,889		31	%		100,973			77,000		31	%
Product development		46,570			35,435		31	%		92,945			70,423		32	%
General and administrative		25,637			21,983		17	%		51,260			43,327		18	%
Amortization of acquired intangibles		26,063			16,316		60	%		51,871			33,705		54	%
Cyber vulnerability response expenses, net		730			3,036		(76	)%		1,467			4,023		(64	)%
Restructuring expenses		1,043			651		60	%		8,072			3,000		169	%
Acquisition-related expenses		1,731			548		216	%		4,221			1,250		238	%
Total operating expenses		151,451			115,858		31	%		310,809			232,728		34	%
Income from operations		38,616			27,148		42	%		71,042			62,154		14	%
Other expense, net		(18,752	)		(7,020	)	167	%		(37,876	)		(14,419	)	163	%
Income before income taxes		19,864			20,128		(1	)%		33,166			47,735		(31	)%
Provision for income taxes		2,835			3,940		(28	)%		5,191			8,908		(42	)%
Net income	$	17,029		$	16,188		5	%	$	27,975		$	38,827		(28	)%

Earnings per share:
Basic	$	0.40		$	0.37		8	%	$	0.65		$	0.89		(27	)%
Diluted	$	0.39		$	0.37		5	%	$	0.63		$	0.87		(28	)%
Weighted average shares outstanding:
Basic		43,053			43,213		—	%		43,154			43,508		(1	)%
Diluted		44,156			43,964		—	%		44,522			44,395		—	%

Cash dividends declared per common share	$	—		$	0.175		(100	)%	$	—		$	0.350		(100	)%

^{Stock-based compensation is included in the condensed consolidated statements of operations, as follows:}

^{Cost of revenue}

^$

^1,560

^$

⁹¹²

⁷¹

^%

^$

^2,755

^$

^1,898

⁴⁵

^%

^{Sales and marketing}

^3,663

^2,458

⁴⁹

^%

^6,695

^4,770

⁴⁰

^%

^{Product development}

^4,984

^3,391

⁴⁷

^%

^9,394

^7,056

³³

^%

^{General and administrative}

^6,534

^5,228

²⁵

^%

^12,580

^10,729

¹⁷

^%

^Total

^$

^16,741

^$

^11,989

⁴⁰

^%

^$

^31,424

^$

^24,453

²⁹

^%

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(in thousands)	May 31, 2025		November 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	102,006	$	118,077
Accounts receivable, net		140,122		163,575
Unbilled receivables, current portion		34,136		34,672
Other current assets		49,387		52,489
Total current assets		325,651		368,813
Property and equipment, net		12,474		13,746
Goodwill and intangible assets, net		1,944,387		2,015,748
Right-of-use lease assets		27,351		30,894
Unbilled receivables, non-current portion		29,890		28,893
Other assets		73,839		68,872
Total assets	$	2,413,592	$	2,526,966
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and other current liabilities	$	75,610	$	113,801
Convertible senior notes, current portion, net		358,051		—
Operating lease liabilities, current portion		8,250		9,202
Deferred revenue, current portion, net		308,360		332,142
Total current liabilities		750,271		455,145
Long-term debt, net		660,000		730,000
Convertible senior notes, non-current portion, net		440,244		796,267
Operating lease liabilities, non-current portion		22,548		26,259
Deferred revenue, non-current portion, net		80,219		72,270
Other non-current liabilities		7,609		8,237
Stockholders’ equity:
Common stock and additional paid-in capital		362,522		354,592
Retained earnings		90,179		84,196
Total stockholders’ equity		452,701		438,788
Total liabilities and stockholders’ equity	$	2,413,592	$	2,526,966

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ended						Six Months Ended
(in thousands)	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
Cash flows from operating activities:
Net income	$	17,029		$	16,188		$	27,975		$	38,827
Depreciation and amortization		39,568			27,529			78,777			55,073
Stock-based compensation		16,741			11,989			31,424			24,453
Other non-cash adjustments		(1,332	)		(812	)		1,738			515
Changes in operating assets and liabilities		(42,010	)		8,787			(40,971	)		15,317
Net cash flows from operating activities		29,996			63,681			98,943			134,185
Capital expenditures		(495	)		(955	)		(1,785	)		(1,264	)
Repurchases of common stock, net of issuances		(13,478	)		(44,636	)		(37,348	)		(59,553	)
Dividend equivalent and dividend payments to stockholders		(295	)		(7,951	)		(654	)		(16,122	)
Payments for acquisitions		—			—			(1,195	)		—
Proceeds from the issuance of debt, net of payment of issuance costs		—			431,929			—			431,929
Repayment of revolving line of credit and principal payment on term loan		(40,000	)		(337,813	)		(70,000	)		(371,250	)
Purchase of capped calls		—			(42,210	)		—			(42,210	)
Other		2,117			(4,847	)		(4,032	)		(12,253	)
Net change in cash and cash equivalents		(22,155	)		57,198			(16,071	)		63,462
Cash and cash equivalents, beginning of period		124,161			133,222			118,077			126,958
Cash and cash equivalents, end of period	$	102,006		$	190,420		$	102,006		$	190,420

RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
(Unaudited)

	Three Months Ended						Six Months Ended
(in thousands, except per share data)	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
Adjusted income from operations:
GAAP income from operations	$	38,616		$	27,148		$	71,042		$	62,154
Amortization of acquired intangibles		36,600			23,714			72,830			48,962
Stock-based compensation		16,741			11,989			31,424			24,453
Restructuring expenses		1,043			651			8,072			3,000
Acquisition-related expenses		1,731			548			4,221			1,250
Cyber vulnerability response expenses, net		730			3,036			1,467			4,023
Non-GAAP income from operations	$	95,461		$	67,086		$	189,056		$	143,842

Adjusted net income:
GAAP net income	$	17,029		$	16,188		$	27,975		$	38,827
Amortization of acquired intangibles		36,600			23,714			72,830			48,962
Stock-based compensation		16,741			11,989			31,424			24,453
Restructuring expenses		1,043			651			8,072			3,000
Acquisition-related expenses		1,731			548			4,221			1,250
Cyber vulnerability response expenses, net		730			3,036			1,467			4,023
Provision for income taxes		(12,125	)		(8,227	)		(25,245	)		(16,688	)
Non-GAAP net income	$	61,749		$	47,899		$	120,744		$	103,827

Adjusted diluted earnings per share:
GAAP diluted earnings per share	$	0.39		$	0.37		$	0.63		$	0.87
Amortization of acquired intangibles		0.83			0.54			1.64			1.10
Stock-based compensation		0.37			0.27			0.71			0.56
Restructuring expenses		0.02			0.02			0.18			0.07
Acquisition-related expenses		0.04			0.01			0.09			0.03
Cyber vulnerability response expenses, net		0.02			0.07			0.03			0.09
Provision for income taxes		(0.27	)		(0.19	)		(0.57	)		(0.38	)
Non-GAAP diluted earnings per share	$	1.40		$	1.09		$	2.71		$	2.34

Non-GAAP weighted avg shares outstanding – diluted		44,156			43,964			44,522			44,395

OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Adjusted Free Cash Flow and Unlevered Free Cash Flow

	Three Months Ended								Six Months Ended
(in thousands)	May 31, 2025			May 31, 2024			% Change		May 31, 2025			May 31, 2024			% Change
Cash flows from operations	$	29,996		$	63,681		(53	)%	$	98,943		$	134,185		(26	)%
Purchases of property and equipment		(495	)		(955	)	(48	)%		(1,785	)		(1,264	)	41	%
Free cash flow		29,501			62,726		(53	)%		97,158			132,921		(27	)%
Add back: restructuring payments		7,567			1,347		462	%		13,121			3,356		291	%
Adjusted free cash flow	$	37,068		$	64,073		(42	)%	$	110,279		$	136,277		(19	)%
Add back: tax-effected interest expense		14,511			5,606		159	%		29,253			11,481		155	%
Unlevered free cash flow	$	51,579		$	69,679		(26	)%	$	139,532		$	147,758		(6	)%

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
(Unaudited)

Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
	Fiscal Year Ending November 30, 2025
(in millions)	Low			High
GAAP income from operations	$	140.7		$	149.2
GAAP operating margins		15	%		15	%
Acquisition-related expense		6.0			6.0
Restructuring expense		9.2			9.2
Stock-based compensation		63.0			63.0
Amortization of acquired intangibles		145.7			145.7
Cyber vulnerability response expenses, net		4.2			4.2
Total adjustments⁽¹⁾		228.1			228.1
Non-GAAP income from operations	$	368.8		$	377.3
Non-GAAP operating margin		38	%		39	%
⁽¹⁾Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
	Fiscal Year Ending November 30, 2025
(in millions, except per share data)	Low			High
GAAP net income	$	56.9		$	64.8
Adjustments (from previous table)		228.1			228.1
Income tax adjustment⁽²⁾		(47.7	)		(48.0	)
Non-GAAP net income	$	237.3		$	244.9

GAAP diluted earnings per share	$	1.27		$	1.43
Non-GAAP diluted earnings per share	$	5.28		$	5.40

Diluted weighted average shares outstanding		45.0			45.4



_{² Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:}
	_{Fiscal Year Ending November 30, 2025}
	_Low			_High
_{Non-GAAP income from operations}	_$	_368.8		_$	_377.3
_{Other (expense) income}		_(72.2	₎		_(71.2	₎
_{Non-GAAP income from continuing operations before income taxes}		_296.6			_306.1
_{Non-GAAP net income}		_237.3			_244.9
_{Tax provision}	_$	_59.3		_$	_61.2
_{Non-GAAP tax rate}		₂₀	_%		₂₀	_%

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
(Unaudited)

Fiscal Year 2025 Adjusted Free Cash Flow and Unlevered Free Cash Flow Guidance
	Fiscal Year Ending November 30, 2025
(in millions)	Low			High
Cash flows from operations (GAAP)	$	218		$	230
Purchases of property and equipment		(7	)		(7	)
Add back: restructuring payments		17			17
Adjusted free cash flow (non-GAAP)		228			240
Add back: tax-effected interest expense		57			56
Unlevered free cash flow (non-GAAP)	$	285		$	296

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2025 GUIDANCE
(Unaudited)

Q3 2025 Non-GAAP Earnings per Share Guidance
	Three Months Ending August 31, 2025
	Low			High
GAAP diluted earnings per share	$	0.29		$	0.35
Acquisition-related expense		0.02			0.02
Restructuring expense		0.01			0.01
Stock-based compensation		0.35			0.35
Amortization of acquired intangibles		0.83			0.83
Cyber vulnerability response expenses, net		0.03			0.03
Total adjustments⁽¹⁾		1.24			1.24
Income tax adjustment		(0.25	)		(0.25	)
Non-GAAP diluted earnings per share	$	1.28		$	1.34
⁽¹⁾Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures and Select Performance Metrics

Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that excluding the effects of certain GAAP-related items helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affording a view of our operating results that may be more easily compared to our peer companies, and (iv) enabling investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior acquisitions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (“GAAP”) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress’ GAAP financial results is included in the tables above.

In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

Amortization of acquired intangibles – We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
Stock-based compensation – We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans.
Restructuring expenses – In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates relating to restructuring expenses from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
Acquisition-related expenses – We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition-related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.
Cyber vulnerability response expenses, net – We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in our filings with the Securities and Exchange Commission since June 5, 2023. Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit Vulnerability. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
Provision for income taxes – We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.
Constant currency – Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates.

In the noted fiscal periods, we also present the following liquidity measures:

Adjusted free cash flow (“AFCF”) and unlevered free cash flow (“Unlevered FCF”) – AFCF is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments. Unlevered FCF is AFCF plus tax-effected interest expense on outstanding debt.

In the noted fiscal periods, we also present the following select performance metrics:

Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.
We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period.

Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term.

The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.

ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

Net Retention Rate (“NRR”) – We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end (“Prior Period ARR”). We then calculate the ARR from these same customers as of the current period end (“Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.

Note Regarding Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress’ business outlook (including future acquisition activity) and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations; and (vi) expected synergies and benefits of the ShareFile acquisition may not be realized which could negatively impact our future results of operations and financial condition. For further information regarding risks and uncertainties associated with Progress’ business, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

The MIL Network –

July 1, 2025

MIL-OSI: Progress Software Announces Second Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Annualized Recurring Revenue (“ARR”) of $838 million Grew 46% year-over-year
Revenue of $237 million Grew 36% year-over-year
Raises Full Year Guidance for Revenue, Operating Margin, Earnings Per Share, and Cash Flow
Acquires Agentic RAG AI Company

BURLINGTON, Mass., June 30, 2025 (GLOBE NEWSWIRE) — Progress Software (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced financial results for its fiscal second quarter ended May 31, 2025.

Second Quarter 2025 Highlights:

Revenue of $237 million increased 36% year-over-year on an actual currency basis and 35% on a constant currency basis.
Annualized Recurring Revenue (“ARR”) of $838 million increased 46% year-over-year on a constant currency basis.
Operating margin was 16% and non-GAAP operating margin was 40%.
Diluted earnings per share was $0.39 compared to $0.37 in the same quarter last year, an increase of 5%.
Non-GAAP diluted earnings per share was $1.40 compared to $1.09 in the same quarter last year, an increase of 28%.

“We’re extremely pleased with our solid Q2 results” said Yogesh Gupta, CEO of Progress Software. “Revenue contributions were strong across all geographies resulting in ARR of $838 million or 46% year-over-year growth. Our Net Retention Rate was 100%, demonstrating the consistent strength of our product portfolio. Our confidence in the business is reflected in our raised guidance for FY25. Equally important, our integration of ShareFile is going extremely well as we have completed numerous major synergy milestones, and we remain confident in our ability to reach all our ShareFile targets by the end of the year.”

Additional financial highlights included:

	Three Months Ended
	GAAP								Non-GAAP
(in thousands, except percentages and per share amounts)	May 31, 2025			May 31, 2024			% Change		May 31, 2025			May 31, 2024			% Change
Revenue	$	237,355		$	175,077		36	%	$	237,355		$	175,077		36	%
Income from operations	$	38,616		$	27,148		42	%	$	95,461		$	67,086		42	%
Operating margin		16	%		16	%	0 bps			40	%		38	%	200 bps
Net income	$	17,029		$	16,188		5	%	$	61,749		$	47,899		29	%
Diluted earnings per share	$	0.39		$	0.37		5	%	$	1.40		$	1.09		28	%
Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)	$	29,996		$	63,681		(53	)%	$	37,068		$	64,073		(42	)%
	$	29,996		$	63,681				$	51,579		$	69,679		(26	)%

See Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures, and Select Performance Metrics and a reconciliation of non-GAAP adjustments to Progress’ GAAP financial results at the end of this press release.

Other fiscal second quarter 2025 metrics and recent results included:

Cash and cash equivalents were $102.0 million at the end of the quarter.
Days sales outstanding was 53 days compared to 41 days in the fiscal second quarter of 2024 and 48 days in the fiscal first quarter of 2025.

“Our second quarter performance reflects the continued strong execution by our teams and this is further reflected in our increase to full year guidance across the board,” said Anthony Folger, CFO of Progress Software. “Our ShareFile business is progressing well and we are ahead of schedule with the integration and moving swiftly towards reaching our synergy targets. On the balance sheet, we again made significant progress on paying down our revolving credit facility, with another $40 million this quarter, putting us on a solid trajectory to hit our goal of $160 million debt paydown this year.”

Acquisition of Nuclia

In a separate press release, the Company also announced today its acquisition of Nuclia, an innovator in agentic Retrieval-Augmented Generation (“RAG”) AI solutions. Nuclia provides unique, easy-to-use agentic RAG-as-a-service technology enabling organizations to automatically leverage their own proprietary business information to retrieve verifiable, accurate answers using GenAI. Nuclia will extend the end-to-end value of the Progress Data Platform while creating new opportunities to reach a broader market of organizations looking to leverage agentic RAG technology.

The acquisition was signed and closed today and is immaterial to Progress’ financials.

To learn more about Nuclia, go to https://nuclia.com/.

2025 Business Outlook

Progress provides the following guidance for the fiscal year ending November 30, 2025 and the fiscal third quarter ending August 31, 2025:

	Updated FY 2025 Guidance (June 30, 2025)		Prior FY 2025 Guidance (March 31, 2025)
(in millions, except percentages and per share amounts)	GAAP	Non-GAAP	GAAP	Non-GAAP
Revenue	$962 – $974	$962 – $974	$958 – $970	$958 – $970
Diluted earnings per share	$1.27 – $1.43	$5.28 – $5.40	$1.19 – $1.35	$5.25 – $5.37
Operating margin	15%	38% – 39%	14% – 15%	38%
Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)	$218 – $230	$228 – $240	$216 – $228	$226 – $238
		$285 – $296		$283 – $294
Effective tax rate	17%	20%	19%	20%

	Q3 2025 Guidance
(in millions, except per share amounts)	GAAP	Non-GAAP
Revenue	$237 – $243	$237 – $243
Diluted earnings per share	$0.29 – $0.35	$1.28 – $1.34

Based on current exchange rates, the expected positive currency translation impact on our:

Fiscal year 2025 business outlook compared to 2024 exchange rates is approximately $2.4 million on revenue.
GAAP and non-GAAP diluted earnings per share for fiscal year 2025 is approximately $0.02.
Fiscal Q3 2025 business outlook compared to 2024 exchange rates is approximately $1.7 million on revenue.
GAAP and non-GAAP diluted earnings per share for fiscal Q3 2025 is approximately $0.01.

To the extent that there are changes in exchange rates versus the current environment and/or our expectations, this may have an impact on Progress’ business outlook.

Conference Call

Progress will hold a conference call to review its financial results for the fiscal second quarter of 2025 at 5:00 p.m. ET on Monday, June 30, 2025. Participants must register for the conference call here: https://register-conf.media-server.com/register/BIc386d20e6fbd46acbadafca492a42b35. The webcast can be accessed at: https://edge.media-server.com/mmc/p/bujcypbf/. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and an archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

About Progress

Progress Software (Nasdaq: PRGS) empowers organizations to achieve transformational success in the face of disruptive change. Our software enables our customers to develop, deploy and manage responsible AI-powered applications and digital experiences with agility and ease. Customers get a trusted provider in Progress, with the products, expertise and vision they need to succeed. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com.

Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended								Six Months Ended
(in thousands, except per share data)	May 31, 2025			May 31, 2024			% Change		May 31, 2025			May 31, 2024			% Change
Revenue:
Software licenses	$	50,795		$	53,979		(6	)%	$	109,240		$	118,079		(7	)%
Maintenance, SaaS, and professional services		186,560			121,098		54	%		366,130			241,683		51	%
Total revenue		237,355			175,077		36	%		475,370			359,762		32	%
Costs of revenue:
Cost of software licenses		2,987			2,497		20	%		5,912			5,228		13	%
Cost of maintenance, SaaS, and professional services		33,764			22,176		52	%		66,648			44,395		50	%
Amortization of acquired intangibles		10,537			7,398		42	%		20,959			15,257		37	%
Total costs of revenue		47,288			32,071		47	%		93,519			64,880		44	%
Gross profit		190,067			143,006		33	%		381,851			294,882		29	%
Operating expenses:
Sales and marketing		49,677			37,889		31	%		100,973			77,000		31	%
Product development		46,570			35,435		31	%		92,945			70,423		32	%
General and administrative		25,637			21,983		17	%		51,260			43,327		18	%
Amortization of acquired intangibles		26,063			16,316		60	%		51,871			33,705		54	%
Cyber vulnerability response expenses, net		730			3,036		(76	)%		1,467			4,023		(64	)%
Restructuring expenses		1,043			651		60	%		8,072			3,000		169	%
Acquisition-related expenses		1,731			548		216	%		4,221			1,250		238	%
Total operating expenses		151,451			115,858		31	%		310,809			232,728		34	%
Income from operations		38,616			27,148		42	%		71,042			62,154		14	%
Other expense, net		(18,752	)		(7,020	)	167	%		(37,876	)		(14,419	)	163	%
Income before income taxes		19,864			20,128		(1	)%		33,166			47,735		(31	)%
Provision for income taxes		2,835			3,940		(28	)%		5,191			8,908		(42	)%
Net income	$	17,029		$	16,188		5	%	$	27,975		$	38,827		(28	)%

Earnings per share:
Basic	$	0.40		$	0.37		8	%	$	0.65		$	0.89		(27	)%
Diluted	$	0.39		$	0.37		5	%	$	0.63		$	0.87		(28	)%
Weighted average shares outstanding:
Basic		43,053			43,213		—	%		43,154			43,508		(1	)%
Diluted		44,156			43,964		—	%		44,522			44,395		—	%

Cash dividends declared per common share	$	—		$	0.175		(100	)%	$	—		$	0.350		(100	)%

^{Stock-based compensation is included in the condensed consolidated statements of operations, as follows:}

^{Cost of revenue}

^$

^1,560

^$

⁹¹²

⁷¹

^%

^$

^2,755

^$

^1,898

⁴⁵

^%

^{Sales and marketing}

^3,663

^2,458

⁴⁹

^%

^6,695

^4,770

⁴⁰

^%

^{Product development}

^4,984

^3,391

⁴⁷

^%

^9,394

^7,056

³³

^%

^{General and administrative}

^6,534

^5,228

²⁵

^%

^12,580

^10,729

¹⁷

^%

^Total

^$

^16,741

^$

^11,989

⁴⁰

^%

^$

^31,424

^$

^24,453

²⁹

^%

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(in thousands)	May 31, 2025		November 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	102,006	$	118,077
Accounts receivable, net		140,122		163,575
Unbilled receivables, current portion		34,136		34,672
Other current assets		49,387		52,489
Total current assets		325,651		368,813
Property and equipment, net		12,474		13,746
Goodwill and intangible assets, net		1,944,387		2,015,748
Right-of-use lease assets		27,351		30,894
Unbilled receivables, non-current portion		29,890		28,893
Other assets		73,839		68,872
Total assets	$	2,413,592	$	2,526,966
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and other current liabilities	$	75,610	$	113,801
Convertible senior notes, current portion, net		358,051		—
Operating lease liabilities, current portion		8,250		9,202
Deferred revenue, current portion, net		308,360		332,142
Total current liabilities		750,271		455,145
Long-term debt, net		660,000		730,000
Convertible senior notes, non-current portion, net		440,244		796,267
Operating lease liabilities, non-current portion		22,548		26,259
Deferred revenue, non-current portion, net		80,219		72,270
Other non-current liabilities		7,609		8,237
Stockholders’ equity:
Common stock and additional paid-in capital		362,522		354,592
Retained earnings		90,179		84,196
Total stockholders’ equity		452,701		438,788
Total liabilities and stockholders’ equity	$	2,413,592	$	2,526,966

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ended						Six Months Ended
(in thousands)	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
Cash flows from operating activities:
Net income	$	17,029		$	16,188		$	27,975		$	38,827
Depreciation and amortization		39,568			27,529			78,777			55,073
Stock-based compensation		16,741			11,989			31,424			24,453
Other non-cash adjustments		(1,332	)		(812	)		1,738			515
Changes in operating assets and liabilities		(42,010	)		8,787			(40,971	)		15,317
Net cash flows from operating activities		29,996			63,681			98,943			134,185
Capital expenditures		(495	)		(955	)		(1,785	)		(1,264	)
Repurchases of common stock, net of issuances		(13,478	)		(44,636	)		(37,348	)		(59,553	)
Dividend equivalent and dividend payments to stockholders		(295	)		(7,951	)		(654	)		(16,122	)
Payments for acquisitions		—			—			(1,195	)		—
Proceeds from the issuance of debt, net of payment of issuance costs		—			431,929			—			431,929
Repayment of revolving line of credit and principal payment on term loan		(40,000	)		(337,813	)		(70,000	)		(371,250	)
Purchase of capped calls		—			(42,210	)		—			(42,210	)
Other		2,117			(4,847	)		(4,032	)		(12,253	)
Net change in cash and cash equivalents		(22,155	)		57,198			(16,071	)		63,462
Cash and cash equivalents, beginning of period		124,161			133,222			118,077			126,958
Cash and cash equivalents, end of period	$	102,006		$	190,420		$	102,006		$	190,420

RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
(Unaudited)

	Three Months Ended						Six Months Ended
(in thousands, except per share data)	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
Adjusted income from operations:
GAAP income from operations	$	38,616		$	27,148		$	71,042		$	62,154
Amortization of acquired intangibles		36,600			23,714			72,830			48,962
Stock-based compensation		16,741			11,989			31,424			24,453
Restructuring expenses		1,043			651			8,072			3,000
Acquisition-related expenses		1,731			548			4,221			1,250
Cyber vulnerability response expenses, net		730			3,036			1,467			4,023
Non-GAAP income from operations	$	95,461		$	67,086		$	189,056		$	143,842

Adjusted net income:
GAAP net income	$	17,029		$	16,188		$	27,975		$	38,827
Amortization of acquired intangibles		36,600			23,714			72,830			48,962
Stock-based compensation		16,741			11,989			31,424			24,453
Restructuring expenses		1,043			651			8,072			3,000
Acquisition-related expenses		1,731			548			4,221			1,250
Cyber vulnerability response expenses, net		730			3,036			1,467			4,023
Provision for income taxes		(12,125	)		(8,227	)		(25,245	)		(16,688	)
Non-GAAP net income	$	61,749		$	47,899		$	120,744		$	103,827

Adjusted diluted earnings per share:
GAAP diluted earnings per share	$	0.39		$	0.37		$	0.63		$	0.87
Amortization of acquired intangibles		0.83			0.54			1.64			1.10
Stock-based compensation		0.37			0.27			0.71			0.56
Restructuring expenses		0.02			0.02			0.18			0.07
Acquisition-related expenses		0.04			0.01			0.09			0.03
Cyber vulnerability response expenses, net		0.02			0.07			0.03			0.09
Provision for income taxes		(0.27	)		(0.19	)		(0.57	)		(0.38	)
Non-GAAP diluted earnings per share	$	1.40		$	1.09		$	2.71		$	2.34

Non-GAAP weighted avg shares outstanding – diluted		44,156			43,964			44,522			44,395

OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Adjusted Free Cash Flow and Unlevered Free Cash Flow

	Three Months Ended								Six Months Ended
(in thousands)	May 31, 2025			May 31, 2024			% Change		May 31, 2025			May 31, 2024			% Change
Cash flows from operations	$	29,996		$	63,681		(53	)%	$	98,943		$	134,185		(26	)%
Purchases of property and equipment		(495	)		(955	)	(48	)%		(1,785	)		(1,264	)	41	%
Free cash flow		29,501			62,726		(53	)%		97,158			132,921		(27	)%
Add back: restructuring payments		7,567			1,347		462	%		13,121			3,356		291	%
Adjusted free cash flow	$	37,068		$	64,073		(42	)%	$	110,279		$	136,277		(19	)%
Add back: tax-effected interest expense		14,511			5,606		159	%		29,253			11,481		155	%
Unlevered free cash flow	$	51,579		$	69,679		(26	)%	$	139,532		$	147,758		(6	)%

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
(Unaudited)

Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
	Fiscal Year Ending November 30, 2025
(in millions)	Low			High
GAAP income from operations	$	140.7		$	149.2
GAAP operating margins		15	%		15	%
Acquisition-related expense		6.0			6.0
Restructuring expense		9.2			9.2
Stock-based compensation		63.0			63.0
Amortization of acquired intangibles		145.7			145.7
Cyber vulnerability response expenses, net		4.2			4.2
Total adjustments⁽¹⁾		228.1			228.1
Non-GAAP income from operations	$	368.8		$	377.3
Non-GAAP operating margin		38	%		39	%
⁽¹⁾Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
	Fiscal Year Ending November 30, 2025
(in millions, except per share data)	Low			High
GAAP net income	$	56.9		$	64.8
Adjustments (from previous table)		228.1			228.1
Income tax adjustment⁽²⁾		(47.7	)		(48.0	)
Non-GAAP net income	$	237.3		$	244.9

GAAP diluted earnings per share	$	1.27		$	1.43
Non-GAAP diluted earnings per share	$	5.28		$	5.40

Diluted weighted average shares outstanding		45.0			45.4



_{² Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:}
	_{Fiscal Year Ending November 30, 2025}
	_Low			_High
_{Non-GAAP income from operations}	_$	_368.8		_$	_377.3
_{Other (expense) income}		_(72.2	₎		_(71.2	₎
_{Non-GAAP income from continuing operations before income taxes}		_296.6			_306.1
_{Non-GAAP net income}		_237.3			_244.9
_{Tax provision}	_$	_59.3		_$	_61.2
_{Non-GAAP tax rate}		₂₀	_%		₂₀	_%

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
(Unaudited)

Fiscal Year 2025 Adjusted Free Cash Flow and Unlevered Free Cash Flow Guidance
	Fiscal Year Ending November 30, 2025
(in millions)	Low			High
Cash flows from operations (GAAP)	$	218		$	230
Purchases of property and equipment		(7	)		(7	)
Add back: restructuring payments		17			17
Adjusted free cash flow (non-GAAP)		228			240
Add back: tax-effected interest expense		57			56
Unlevered free cash flow (non-GAAP)	$	285		$	296

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2025 GUIDANCE
(Unaudited)

Q3 2025 Non-GAAP Earnings per Share Guidance
	Three Months Ending August 31, 2025
	Low			High
GAAP diluted earnings per share	$	0.29		$	0.35
Acquisition-related expense		0.02			0.02
Restructuring expense		0.01			0.01
Stock-based compensation		0.35			0.35
Amortization of acquired intangibles		0.83			0.83
Cyber vulnerability response expenses, net		0.03			0.03
Total adjustments⁽¹⁾		1.24			1.24
Income tax adjustment		(0.25	)		(0.25	)
Non-GAAP diluted earnings per share	$	1.28		$	1.34
⁽¹⁾Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures and Select Performance Metrics

Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that excluding the effects of certain GAAP-related items helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affording a view of our operating results that may be more easily compared to our peer companies, and (iv) enabling investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior acquisitions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (“GAAP”) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress’ GAAP financial results is included in the tables above.

In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

Amortization of acquired intangibles – We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
Stock-based compensation – We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans.
Restructuring expenses – In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates relating to restructuring expenses from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
Acquisition-related expenses – We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition-related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.
Cyber vulnerability response expenses, net – We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in our filings with the Securities and Exchange Commission since June 5, 2023. Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit Vulnerability. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
Provision for income taxes – We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.
Constant currency – Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates.

In the noted fiscal periods, we also present the following liquidity measures:

Adjusted free cash flow (“AFCF”) and unlevered free cash flow (“Unlevered FCF”) – AFCF is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments. Unlevered FCF is AFCF plus tax-effected interest expense on outstanding debt.

In the noted fiscal periods, we also present the following select performance metrics:

Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.
We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period.

Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term.

The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.

ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

Net Retention Rate (“NRR”) – We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end (“Prior Period ARR”). We then calculate the ARR from these same customers as of the current period end (“Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.

Note Regarding Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress’ business outlook (including future acquisition activity) and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations; and (vi) expected synergies and benefits of the ShareFile acquisition may not be realized which could negatively impact our future results of operations and financial condition. For further information regarding risks and uncertainties associated with Progress’ business, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

The MIL Network –

July 1, 2025

MIL-OSI NGOs: UK: disappointing High Court arms to Israel judgment ‘does not change the facts’ of Gaza genocide

Source: Amnesty International –

UK: DISAPPOINTING HIGH COURT ARMS TO ISRAEL JUDGMENT ‘DOES NOT CHANGE THE FACTS’ OF GAZA GENOCIDE

Amnesty International UK has expressed disappointment following today’s High Court ruling that the court found it did not have the constitutional authority to intervene in the Government’s policy of supplying spare parts for the F35 fighter jet for use by Israel in the occupied Gaza Strip.

Amnesty International will be considering the implications of the full judgment with more details to follow.

In response to the verdict, Sacha Deshmukh, Chief Executive of Amnesty International UK, said:

“We are disappointed by today’s ruling, but the court has been clear that while it does not have the authority to make a judgment on UK exports of F-35 arms parts, this does not absolve the executive and Parliament from their responsibilities to act.

“The UK has a legal obligation to help prevent and punish genocide and yet it continues to authorise the export of weapons to Israel despite the clear risks that these weapons will be used to commit genocide.

“The horrifying reality in Gaza is unfolding in full view of the world: entire families obliterated, civilians killed in so-called safe zones, hospitals reduced to rubble, and a population driven into starvation by a cruel blockade and forced displacement. These are not isolated tragedies; they are part of a systematic assault on a besieged population

“This judgment does not change the facts on the ground, nor does it absolve the UK government of its responsibilities under international law. The risk that UK arms may be used to facilitate serious international crimes remains alarmingly high. If the courts will not intervene, then the moral and legal burden on the Government and Parliament to act – before more lives are lost and further irreparable harm is done – is even greater.

“The UK must end all arms transfers to Israel if we are serious as a country about our commitments to international law and human rights.”

Interveners

The case, brought by campaigners seeking to halt UK arms transfers to Israel, highlighted the devastating impact of Israeli military operations in the occupied Gaza Strip – attacks that have led to the killing of tens of thousands of civilians, the destruction of essential infrastructure, and the forced displacement of over a million people. These exports have been linked to potential war crimes in Gaza, including bombings in Al-Mawasi, a designated safe zone where at least 90 people were reported to have been killed in a single attack.

Amnesty International UK and Human Rights Watch intervened in the case, submitting extensive documentation and legal arguments demonstrating Israel’s sustained disregard for international humanitarian law, and underscoring the UK’s binding obligation under Article 1 of the Genocide Convention to act to prevent genocide.

MIL OSI NGO –

July 1, 2025

MIL-OSI USA: Senator Marshall Announces Funding for Homeless Veterans in South Central Kansas

US Senate News:

Source: United States Senator for Kansas Roger Marshall
Washington – U.S. Senator Roger Marshall, M.D. (R-Kansas), is pleased to announce the awarding of $500,000 in funding from the U.S. Department of Labor to the Workforce Alliance Center of South Central Kansas for homeless veterans reintegration.
“As a veteran myself, I believe that our nation should do all it can to support those who have served their country,” said Senator Marshall. “As Kansas and the Wichita community continue to develop programs and opportunities to help homeless individuals learn skills and gain employment, the Workforce Alliance’s focus on veterans will provide unique services for members of that community. The targeted service area of the Workforce Center faces unique challenges, including a poverty and violent crime rate that is greater than the national average.”
The Homeless Veterans’ Reintegration Program (HVRP), Incarcerated Veterans’ Transition Program (IVTP), and the Homeless Women Veterans and Homeless Veterans with Children Reintegration Grant Program (HWVHVWC) grant from the Department of Labor will provide the Workforce Center and resources it needs to serve the veteran community, help members overcome unique obstacles and re-enter the workforce.

MIL OSI USA News –

July 1, 2025

MIL-OSI USA: Senator Marshall: Republicans are Preserving, Protecting, & Strengthening Medicaid

US Senate News:

Source: United States Senator for Kansas Roger Marshall
Washington – Today, U.S. Senator Roger Marshall, M.D. (R-Kansas), delivered brief remarks defending the Republican reconciliation bill’s Medicaid provisions during the ‘vote-a-rama.’ He detailed how the bill will strengthen and preserve the federal program for those who need it the most.
Click HERE or the above image to watch the full remarks.
Full remarks as delivered:
“Mr. President, good morning. It’s great to be here. I just want to share with America the great work that Republicans have done on Medicaid – that we’re preserving it, we’re protecting it, we’re strengthening it for those who meet it need it the most. We’re going to make sure that your seniors in nursing homes, pregnant women, children, and people with disabilities have Medicaid in the future – we are fiscally making Medicaid more sound.
“You know, it’s only in Washington, DC, that you increase spending at a rate faster than inflation, and you call it a cut. We’re increasing spending on this legislation. We’re increasing funding for Medicaid. We are preserving and protecting it for those who need it the most. I urge everyone to vote no on this amendment. Thank you.”

MIL OSI USA News –

July 1, 2025

MIL-OSI Video: Health Care Fraud Takedown Results in 324 Defendants in Connection with over $14.6B Alleged Fraud

Source: United States Department of Justice (video statements)

The Justice Department announced the results of its 2025 National Health Care Fraud Takedown, which resulted in criminal charges against 324 defendants, including 96 doctors, nurse practitioners, pharmacists, and other licensed medical professionals, in 50 federal districts and 12 State Attorneys General’s Offices across the United States, for their alleged participation in various health care fraud schemes involving over $14.6 billion in intended loss. The Takedown involved federal and state law enforcement agencies across the country and represents an unprecedented effort to combat health care fraud schemes that exploit patients and taxpayers.

Related: https://www.justice.gov/opa/pr/national-health-care-fraud-takedown-results-324-defendants-charged-connection-over-146
https://www.justice.gov/opa/speech/supervisory-official-matthew-r-galeotti-delivers-remarks-regarding-health-care-fraud

https://www.youtube.com/watch?v=dFtO2fL97gY

MIL OSI Video –

July 1, 2025

MIL-OSI United Kingdom: Foreign, Commonwealth and Development Office summons Georgian Chargé d’Affaires – 30 June 2025

Source: United Kingdom – Executive Government & Departments

News story

Foreign, Commonwealth and Development Office summons Georgian Chargé d’Affaires – 30 June 2025

The Foreign, Commonwealth and Development Office protests Georgian Dreams crackdown on civil society, independent media and critical voice in Georgia

Today (30 June 2025), the Georgian Chargé d’Affaires was summoned to the Foreign, Commonwealth and Development Office, where a senior official made clear the UK’s firm opposition to their country’s increasingly harmful trajectory and strongly objected to false claims and public attacks launched by Georgian Dream against the UK and international partners.

An FCDO Spokesperson said:

“The imprisonment of prominent opposition leaders is the latest attempt by the Georgian government to crack down on freedoms and stifle dissent.

“The detention of election rivals is incompatible with any remaining Euro-Atlantic aspirations held by Georgian Dream as well as their own constitutional commitments.

“The UK Government will not hesitate to consider further action should Georgia not return to respecting and upholding democracy, freedoms, and human rights.”

Published 30 June 2025

MIL OSI United Kingdom –

July 1, 2025

MIL-OSI United Nations: UNDRR deepens support for local resilience at the 12th European Urban Resilience Forum

Source: UNISDR Disaster Risk Reduction

The 12th European Urban Resilience Forum (EURESFO), held in Rotterdam, the Netherlands from 25-27 June 2025, provided an important platform for urban resilience practitioners to reinforce their commitment to accelerating local action on resilience, climate adaptation, and disaster risk reduction in the context of growing urban challenges.

As urban areas in Europe and beyond face cascading risks-from heatwaves and floods to geopolitical instability and infrastructure stress-UNDRR used the platform to underscore the critical role of local governments in driving meaningful disaster risk reduction and climate adaptation.

In a video message to the Forum’s opening plenary, Kamal Kishore, Special Representative of the UN Secretary-General for Disaster Risk Reduction, emphasized three global priorities: strengthening local implementation of DRR strategies, unlocking resilience financing, and scaling up community-driven innovation.

“If we do not reduce risk at the local level, we will not succeed in reducing losses at the global level,” he stated, calling for stronger investment and partnerships to translate plans into action.

UNDRR’s active engagement throughout the Forum showcased its commitment to supporting cities through the Making Cities Resilient 2030 (MCR2030) initiative. Yigyeong Oh, MCR2030 Regional Focal Point for Europe and Central Asia, spoke in multiple sessions, including the opening plenary “Resilience in Crisis: Accelerating Action for a Just Future” and the panel discussion “Building Urban Resilience in an Era of Polycrisis: The Holistic Agenda.” She highlighted how MCR2030 has grown into a global movement of over 1,850 cities, supporting local governments with risk-informed governance, resilience assessments, and stakeholder collaboration.

“In a time of polycrisis, resilience is not a siloed agenda,” Oh noted. “Cities are facing overlapping challenges-climate shocks, economic pressures, and social inequality-and MCR2030 enables them to plan holistically, act collectively, and learn globally.”

UNDRR also co-moderated the workshop “Local Action to Address Extreme Heat – CitiesHitRefresh,” which addressed one of the fastest growing disaster risks in Europe. Zdravko Maxomovic from Kraljevo, an MCR2030 city from Serbia, shared its practical experiences in managing heat risks and contributing to the upcoming second edition of UNDRR’s Flames of Change report, a knowledge product documenting inclusive urban resilience solutions.

Nature-based solutions were another key theme. UNDRR supported the session “Collaborate, Educate, Transform: Building the Future of Nature-Based Solutions in Cities,” where Małgorzata Bartyna-Zielińska from the City of Wrocław, an MCR2030 Resilience Hub, presented its award-winning LifeCOOLCity project. The session underscored the power of peer learning through networks like MCR2030.

Beyond technical sessions, UNDRR joined ICLEI and other partners for a side meeting with Ukrainian cities, including Lviv, an MCR2030 Resilience Hub, focused on the Ukraine Recovery Roadmap and aligning international support with local resilience priorities.

UNDRR also pitched the MCR2030 Climate Resilience Addendum to the Disaster Resilience Scorecard for Cities during the pitch session, offering cities a practical tool to assess and enhance resilience to climate-related risks.

As the Forum concluded, a common message resonated across sessions: Europe has a unique role in shaping standards, fostering multilevel governance, and investing in long-term resilience. UNDRR reaffirmed its commitment to advancing these goals by supporting local governments with tools, knowledge, and partnerships through MCR2030 and other initiatives. With the urgency of accelerating resilience action, the Forum reinforced the need for collective action-local leadership supported by global collaboration-to ensure no city is left behind.

MIL OSI United Nations News –

July 1, 2025

MIL-OSI Canada: Judicial appointment advances access to justice

Source: Government of Canada regional news (2)

Albertans deserve to have a justice system that delivers transparent, fair and timely services. Investing in court resources through judicial appointments maximises capacity in the courts and improves access to justice for those involved in civil, criminal and family matters.

Syra Dhaliwal has been appointed as a part-time justice of the peace in Calgary effective June 30. This new appointment brings the total number of justices of the peace in Alberta to 43. Since June 2023, Alberta’s government has made 33 judicial appointments to improve Albertans’ access to court.

“Appointing judiciary to our courts continues to be a priority as we strive to ensure Albertans have access to an efficient justice system that works better and faster. I am confident Ms. Dhaliwal will serve Albertans well. I welcome her to the Alberta Court of Justice for Calgary and congratulate her on this new role.”

Mickey Amery, Minister of Justice and Attorney General

Lawyers with at least five years at the bar are eligible to apply for appointment as a justice of the peace in Alberta. Appointments are made for a term of 10 years. Each application undergoes a thorough, independent review by both the Alberta Judicial Council and the Alberta Judicial Nominating Committee before being recommended for appointment.

“The Alberta Court of Justice congratulates Ms. Dhaliwal on her appointment as a justice of the peace. Each court appointment is a step towards ensuring timely and effective access to justice for Albertans. I am confident that her background and experience will serve her well.”

James Hunter, chief justice, Alberta Court of Justice

Syra Dhaliwal received her bachelor of laws degree from the University of Manchester, UK, in 2008, and that same year began her legal career working as a legal advocate in the Community Legal Assistance Society’s mental health law program in Vancouver. She was called to the Alberta Bar in September 2012, and then practiced law in the private sector. In November 2013, she studied mediating divorce and family conflicts at the Legal Education Society of Alberta. She most recently practiced law in Calgary in the areas of civil litigation, family law, wills and estates and real estate, from 2018 until her appointment in June 2025 as a part-time justice of the peace for the Alberta Court of Justice.

Quick facts

Full-time and part-time justices of the peace currently sit in traffic court in Edmonton, Calgary, Medicine Hat, Red Deer, Lethbridge and Grande Prairie. Justices of the peace also sit in the Hearing Offices of Edmonton and Calgary.
The Hearing Office in Calgary handles applications from Red Deer south to the border of the province. The Edmonton Hearing Office handles matters from north of Red Deer to the territorial border. Click for further information.

Related information

Alberta’s government is actively recruiting justices of the peace and encourages qualified lawyers to apply. Qualified lawyers who wish to be considered for appointment can access the application form online.

Related news

Judicial appointments increase Albertans access to court (May 14, 2025)
Ensuring access to justice for Albertans (May 7, 2025)
Judicial appointments increase Albertans access to justice (April 9, 2025)
Increasing court capacity (Jan. 15, 2025)
Strengthening Alberta’s courts (Dec. 4, 2024)

MIL OSI Canada News –

July 1, 2025

MIL-OSI USA: Jabil Selects Rowan County for Nearly 1,200 New Jobs and $500 Million Multi-Year Investment

Source: US State of North Carolina

Headline: Jabil Selects Rowan County for Nearly 1,200 New Jobs and $500 Million Multi-Year Investment

Jabil Selects Rowan County for Nearly 1,200 New Jobs and $500 Million Multi-Year Investment
lsaito
Mon, 06/30/2025 – 15:30

Raleigh, NC

Today Governor Josh Stein announced Jabil Inc., a leader in engineering, supply chain, and manufacturing solutions, expects to create 1,181 new jobs in Rowan County. The company says it will invest approximately $500 million over several years to establish a manufacturing facility to support cloud and AI data center customers.

“Companies that are already operating in North Carolina know the value of doing business in our state better than anyone,” said Governor Josh Stein. “We welcome Jabil’s expansion, and we are committed to further developing the largest manufacturing workforce in the southeast and the business-friendly climate they need for this next phase of growth.”

Headquartered in St. Petersburg, Florida, Jabil has a global footprint that spans more than 25 countries and 140,000 employees. The company has 30 locations across the United States, including three in North Carolina. Jabil supports customers across various industries, including AI data center infrastructure, healthcare, warehouse automation, and robotics.

“The drive to build AI data centers is only accelerating in the United States,” said Matt Crowley, Executive Vice President, Global Business Units. “We are excited to help meet that demand, provide additional scale and capabilities for our data center customers, and empower the AI solutions of the future with Jabil’s new facility here in Rowan County.”

“North Carolina has a proven track record of cultivating an environment where companies like Jabil can manufacture innovative solutions for the global economy,” said Commerce Secretary Lee Lilley. “Our ecosystem of workforce training partnerships, Tier 1 research, and growing supply chain is sure to ignite the advancement of this next generation technology and provide the company a great return on its investment.”

Jabil plans to offer job opportunities to attract skilled manufacturing and engineering professionals. These new jobs could create a potential annual payroll impact of more than $73.2 million for the region.

Jabil’s expansion in North Carolina will be facilitated, in part, by a Job Development Investment Grant (JDIG) approved by the state’s Economic Investment Committee earlier today. Over the course of the 12-year term of this grant, the project is estimated to grow the state’s economy by $3.2 billion. Using a formula that takes into account $264 million of the company’s investment as well as the new tax revenues generated by the new jobs, the JDIG agreement authorizes the potential reimbursement to the company of up to $11,251,800, spread over 12 years. State payments only occur following performance verification by the departments of Commerce and Revenue that the company has met its incremental job creation and investment targets.

The project’s projected return on investment of public dollars is 115 percent, meaning for every dollar of potential cost to the state, the state receives $2.15 in state revenue. JDIG projects result in positive net tax revenue to the state treasury, even after taking into consideration the grant’s reimbursement payments to a given company.

Because Jabil chose to locate to Rowan County, classified by the state’s economic tier system as Tier 2, the company’s JDIG agreement also calls for moving $1,250,200 into the state’s Industrial Development Fund – Utility Account. The Utility Account helps rural communities finance necessary infrastructure upgrades to attract future business. Even when new jobs are created in a Tier 2 county such as Rowan, the new tax revenue generated through JDIG grants helps more economically challenged communities elsewhere in the state.

“We welcome Jabil to Rowan County,” said Senator Carl Ford. “These new jobs are proof that our state and local investments to prepare for announcements like this are paying off for both our existing industry and local economy.”

“This is outstanding news for our region,” said Representative Harry Warren. “Our community is centrally located along to East Coast, and thanks to the state’s well-connected transportation network, Jabil can easily access the global market.”

In addition to the North Carolina Department of Commerce and the Economic Development Partnership of North Carolina, other key partners in this project include the North Carolina General Assembly, N.C. Commerce’s Division of Workforce Solutions, the North Carolina Community College System, Rowan-Cabarrus Community College, Rowan County, and Rowan Economic Development Council.

With this announcement, since January 1st, Governor Stein has announced business expansions or new projects that will make nearly $17 billion of new capital investment in North Carolina and create more than 19,000 new good-paying jobs.

To learn more about job opportunities at Jabil, please visit the Jabil Careers site.

Jun 30, 2025

MIL OSI USA News –

July 1, 2025

MIL-OSI: PBK Miner Allocates $1 Million Reward Pool for New AI-Powered 1-Day Mining Contract

Source: GlobeNewswire (MIL-OSI)

Carshalton, UK, June 30, 2025 (GLOBE NEWSWIRE) — PBK Miner, a leading global crypto asset management platform, has officially launched its innovative “1-day contract”, providing new users with a flexible, low-risk way to experience the platform’s capabilities. The product launch coincides with a major promotion with a total giveaway of more than $1 million, with each new registered user receiving a $10 bonus.

Click here to learn more about PBK Miner.

What is PBK Miner? Why buy it now?

PBK Miner has built an intelligent, convenient and sustainable crypto asset management ecosystem. At its core is the proprietary PBK-AI system, which dynamically reconfigures assets between high-potential cryptocurrencies based on real-time market data to optimize returns.

With the launch of “1-Day Contract”, PBK Miner [pbkminer.com] transforms from a high-performance niche platform to an open model that welcomes retail traders and everyday investors around the world.

The platform currently serves more than 8 million users in 183 countries, with recent performance metrics including:

5-day contract strategy: +6.17% return

15-day contract strategy: +20.9% return

30-day contract strategy: +55.8% return

These numbers represent actual user results (not predictions), demonstrating PBK Miner’s AI-driven revenue optimization and results-centric operating model.

“1-Day Contract” Release Details:

This new product is available today on PBK Miner’s web and mobile platforms. Priced at just $10, with daily earnings of $0.60, it provides an easy entry point into PBK Miner’s growing ecosystem.

Community Rewards Event with Over $1 Million

To celebrate the launch, PBK Miner has launched a board-approved bounty program of over $1 million. The event provides a truly hassle-free trial opportunity – all new registered users can receive a $10 bounty, which will be credited to their account dashboard.

Click here to become a new PBK Miner user.

Limited-time event highlights:

– 24-hour intensive mining window: Designed to accelerate earnings, users can mine XRP in a time-optimized manner.

– $1 million mining reward: PBK Miner offers structured reward levels of $10/$40/$1,900/$4,900 to encourage new and old miners to participate.

– Increased daily income: During the event, participants will enjoy higher than usual mining income.

This bold marketing move is designed to attract new users, encourage sharing, and showcase the core product value of PBK Miner.

Click here to view the limited-time mining event.

What it means for cryptocurrency investors

PBK Miner combines AI innovation, fintech advancements, and practical cryptocurrency functionality – three powerful elements that resonate with cryptocurrency investors around the world. It delivers returns without requiring deep technical or trading expertise.

Why PBK Miner is the first choice for both new and experienced XRP miners:

– No equipment required: Get institutional-grade mining power instantly.

– Zero maintenance fees: PBK Miner takes care of power, cooling, and hardware maintenance – users just need to activate the plan.

– $10 welcome bonus: Every new user gets a sign-up bonus and a daily login bonus.

– Daily income + fund security: Users earn income daily, and the principal is returned at contract expiration. Focusing on measurable performance rather than hype, PBK Miner has become a lasting value proposition in the cryptocurrency investment ecosystem.

About PBK Miner

PBK Miner is operated by PBK FINANCIAL SERVICES LTD (Company Number: 12272456), which represents a new digital asset platform – data-driven, performance-focused, and globally trusted. Since its establishment in 2019, the Leyland-based company has grown into one of the most popular cryptocurrency investment opportunities for return-oriented (rather than speculative) investors this year.

Full details and how to participate: https://pbkminer.com/

Disclaimer: The information provided in this press release does not constitute an investment solicitation, nor does it constitute investment advice, financial advice, or a trading recommendation. Cryptocurrency mining and staking involve risks and may result in the loss of funds. It is strongly recommended that you perform due diligence before investing or trading in cryptocurrencies and securities, including consulting a professional financial advisor.

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The MIL Network –

July 1, 2025

MIL-OSI: The Herzfeld Caribbean Basin Fund, Inc. Pays Distribution

Source: GlobeNewswire (MIL-OSI)

MIAMI BEACH, Fla., June 30, 2025 (GLOBE NEWSWIRE) — The Herzfeld Caribbean Basin Fund, Inc. (NASDAQ: CUBA) (the “Fund”) today announced that the Fund has made the following distribution pursuant to the Fund’s Managed Distribution Policy (the “Policy”):

Declaration Date	Ex-Date	Record Date	Payment Date	Per Share
05/09/2025	05/23/2025	05/23/2025	06/30/2025	$0.2325

The distribution for stockholders has been paid in cash or shares of the Fund’s common stock at the election of stockholders. The total amount of cash distributed to all stockholders was limited to 20% of the total distribution to be paid, excluding any cash paid for fractional shares. The remainder of the distribution (approximately 80%) was paid in the form of shares of the Fund’s common stock. The exact distribution of cash and stock to any given stockholder was dependent upon his/her election as well as elections of other stockholders, subject to the pro-rata limitation.

The price used to calculate the number of shares to be issued in lieu of cash is $2.4618, which was determined using the volume weighted average price per share of the Fund on June 12, 13 and 16, 2025. The total amount of cash and shares distributed under the Policy was as follows:

Total Cash		Total Shares
$731,093.39		1,187,755.00

Stockholders who elected to receive the distribution solely in shares of common stock and stockholders who did not make an election will receive approximately 0.0944 shares of common stock for each share of common stock they owned on the record date of May 9, 2025. Holders of approximately 50.62% of the Company’s common stock elected to receive only stock or did not make an election.

Stockholders electing to receive the distribution in all cash will receive cash in the amount of $0.09418 per common share, or approximately 40.51% of the $0.2325 distribution, and 0.0562 shares of common stock, or approximately 59.49% of the total distribution for each share of common stock they owned on the record date of May 9, 2025. Cash in lieu of fractional shares will be issued, if applicable. Total outstanding shares of the Company’s common stock following the distribution will be approximately 16,908,652.

The primary purpose of the Policy is to provide stockholders with a constant, but not guaranteed, fixed minimum rate of distribution (currently set at the annual rate of 15% of the Fund’s net asset value as determined on June 30, 2024). Under the Policy, distributions may be made at quarterly, semi-annual or annual periods of distribution and are reviewed by the Board each quarter. This allows the Fund to maintain its 15% annual distribution of NAV, but provides flexibility in determining the timing of those distributions in order to account for required year-end regulatory distributions of capital gains necessary to maintain the Fund’s tax-free status.

The Fund cannot predict what effect, if any, the Policy will have on the market price of its shares or whether such market price will reflect a greater or lesser discount to net asset value as compared to prior to the adoption of the Policy

Under the Policy, the Fund will distribute all available investment income to its stockholders, consistent with its investment objective and as required by the Internal Revenue Code of 1986, as amended (the “Code”). The amount distributed per share is subject to change at the discretion of the Board. If sufficient investment income is not available on a quarterly basis, the Fund will distribute long-term capital gains and/or return capital to its stockholders in order to maintain its managed distribution level. The Fund is currently not relying on any exemptive relief from Section 19(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund may make additional distributions from time to time, including additional capital gain distributions at the end of the taxable year, if required to meet requirements imposed by the Code and/or the 1940 Act. Please note that for shareholders enrolled in the Fund’s Dividend Distribution Reinvestment Plan, the distribution will be reinvested in additional shares of the Fund as described in the Policy.

The Fund expects that distributions under the Policy will exceed investment income and available capital gains and thus expects that distributions under the Policy will likely include returns of capital for the foreseeable future. A return of capital may occur, for example, when some or all of a stockholder’s investment is paid back to the stockholder. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ Furthermore, a return of capital distribution is not a guarantee of future distributions or yield.’ Any such returns of capital will decrease the Fund’s total assets and, therefore, could have the effect of increasing the Fund’s expense ratio. In addition, in order to maintain the level of distributions called for under its Policy, the Fund may have to sell portfolio securities at a less than opportune time.

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions declared this fiscal year to date from the following sources: net investment income, net realized capital gains and return of capital. All amounts are expressed per common share.

	Current Distribution	% Breakdown of the Current Distribution	Total Cumulative Distributions for the Fiscal Year to Date	% Breakdown of the Total Cumulative Distributions for the Fiscal Year to Date
Net Investment Income	$0.00	0%	$0.00	0%
Net Realized Short-Term Capital Gains	$0.00	0%	$0.00	0%
Net Realized Long-Term Capital Gains	$0.2122	91.25%	$0.2122	45.6%
Return of Capital	$0.0203	8.75%	$0.2528	54.4%
Total (per common share)	$0.2325	100%	$0.4650	100%

Average annual total return (in relation to NAV) for the 5-year period ending on May 30, 2025	2.52%
Annualized current distribution rate expressed as a percentage of NAV as of May 30, 2025	17.55%
Cumulative total return (in relation to NAV) for the fiscal year through May 30, 2025	0.09%
Cumulative fiscal year distributions as a percentage of NAV as of May 30, 2025	17.55%

No conclusions should be drawn about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the Policy.

The amount distributed per share is subject to change at the discretion of the Board. The Policy is subject to ongoing review by the Board to determine whether it should be continued, modified or terminated. The Board may amend the terms of the Policy, suspend the Policy, or terminate the Policy at any time without prior notice to the Fund’s stockholders if it deems such actions to be in the best interest of the Fund or its stockholders. The amendment or termination of the Policy could have an adverse effect on the market price of the Fund’s shares. On May 9, 2024, the Board approved certain modifications to the Policy and extended the Policy through June 30, 2025.

With each distribution that does not consist solely of net investment income, the Fund will issue a notice to stockholders and an accompanying press release that will provide detailed information regarding the amount and composition of the distribution and other related information. The amounts and sources of distributions reported in the notice to stockholders are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during its full fiscal year and may be subject to changes based on tax regulations. The Fund will send stockholders a Form 1099-DIV for the respective calendar year that will tell them how to report these distributions for federal income tax purposes. Stockholders should consult their tax advisor for proper tax treatment of the Fund’s distributions.

About Thomas J. Herzfeld Advisors, Inc.

Thomas J. Herzfeld Advisors, Inc., founded in 1984, is an SEC registered investment advisor, specializing in investment analysis and account management in closed-end funds. The Firm also specializes in investment in the Caribbean Basin. The HERZFELD/CUBA division of Thomas J. Herzfeld Advisors, Inc. serves as the investment advisor to The Herzfeld Caribbean Basin Fund, Inc. a publicly traded closed-end fund (NASDAQ: CUBA).

More information about the advisor can be found at www.herzfeld.com.

Past performance is no guarantee of future performance. An investment in the Fund is subject to certain risks, including market risk. In general, shares of closed-end funds often trade at a discount from their net asset value and at the time of sale may be trading on the exchange at a price which is more or less than the original purchase price or the net asset value. An investor should carefully consider the Fund’s investment objective, risks, charges and expenses. Please read the Fund’s disclosure documents before investing.

Forward-Looking Statements

This press release, and other statements that TJHA or the Fund may make, may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the Fund’s or TJHA’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions. TJHA and the Fund caution that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and TJHA and the Fund assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. With respect to the Fund, the following factors, among others, could cause actual events to differ materially from forward-looking statements or historical performance: (1) changes and volatility in political, economic or industry conditions, particularly with respect to Cuba and other Caribbean Basin countries, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for the Fund or in the Fund’s net asset value; (2) the relative and absolute investment performance of the Fund and its investments; (3) the impact of increased competition; (4) the unfavorable resolution of any legal proceedings; (5) the extent and timing of any distributions or share repurchases; (6) the impact, extent and timing of technological changes; (7) the impact of legislative and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulatory, supervisory or enforcement actions of government agencies relating to the Fund or TJHA, as applicable; (8) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or TJHA or the Fund; (9) TJHA’s and the Fund’s ability to attract and retain highly talented professionals; (10) the impact of TJHA electing to provide support to its products from time to time; (11) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions; and (12) the effects of an epidemic, pandemic or public health emergency, including without limitation, COVID-19. Annual and Semi-Annual Reports and other regulatory filings of the Fund with the SEC are accessible on the SEC’s website at www.sec.gov and on TJHA’s website at www.herzfeld.com/cuba, and may discuss these or other factors that affect the Fund. The information contained on TJHA’s website is not a part of this press release.

Contact:
Tom Morgan
Chief Compliance Officer
Thomas J. Herzfeld Advisors, Inc.
1-305-777-1660

The MIL Network –

July 1, 2025

MIL-OSI: Bank OZK Announces Date for Second Quarter 2025 Earnings Release and Conference Call

Source: GlobeNewswire (MIL-OSI)

LITTLE ROCK, Ark., June 30, 2025 (GLOBE NEWSWIRE) — Bank OZK (the “Bank”) (Nasdaq: OZK) expects to report its second quarter 2025 earnings after the market closes on Thursday, July 17, 2025. Management’s comments on the second quarter of 2025 will be released simultaneously with the earnings press release and financial supplement which will be available on the Bank’s investor relations website.

Management will conduct a conference call to take questions at 7:30 a.m. CT (8:30 a.m. ET) on Friday, July 18, 2025. Interested parties may access the conference call live via webcast on the Bank’s investor relations website, or may participate via telephone by registering using this online form. Upon registration, all telephone participants will receive the dial-in number along with a unique PIN number that can be used to access the call. A replay of the conference call webcast will be archived on the Bank’s website for at least 30 days.

GENERAL INFORMATION
Bank OZK (Nasdaq: OZK) is a regional bank providing innovative financial solutions delivered by expert bankers with a relentless pursuit of excellence. Established in 1903, Bank OZK conducts banking operations in over 250 offices in nine states including Arkansas, Georgia, Florida, North Carolina, Texas, Tennessee, New York, California and Mississippi and had $39.2 billion in total assets as of March 31, 2025. For more information, visit ozk.com.




Investor Relations Contact:	Jay Staley (501) 906-7842



Media Contact:	Michelle Rossow (501) 906-3922

The MIL Network –

July 1, 2025

MIL-OSI: Top California Lender Welcomes New Investors to Fuel Expanded Lending Capacity

Source: GlobeNewswire (MIL-OSI)

SANTA MONICA, Calif., June 30, 2025 (GLOBE NEWSWIRE) — Top California Lender, LLC, a leading private lender in commercial real estate, is thrilled to announce the onboarding of a dynamic group of new investors to significantly bolster its capital base for funding. This strategic partnership enhances the company’s ability to support an expanding pipeline of real estate projects across the nation.

The new investors include a consortium of seasoned real estate magnates, innovative tech entrepreneurs, and forward-thinking family offices, each bringing a wealth of experience and fresh perspectives. Among them are prominent figures from Silicon Valley, known for backing cutting-edge infrastructure projects, alongside East Coast-based wealth managers with decades of expertise in urban development. Additionally, a group of international investors from Asia, drawn by the allure of U.S. market growth, joins the fold, eager to tap into emerging opportunities. Their collective vision emphasizes sustainable growth and resilience, aligning perfectly with current market demands.

This infusion of capital empowers Top California Lender to accelerate closings and broaden its reach across diverse asset classes, including multifamily, office, retail, industrial, mixed-use, and land developments. The added resources will support loans ranging from $3 million to over $100 million, with a strong emphasis on bridge and construction financing.

Jerry Dean, CEO of Top California Lender, shared, “We are elated to welcome this vibrant mix of investors, whose diverse backgrounds and bold strategies will propel our mission to unlock real estate potential across emerging markets. This capital boost positions us to seize rising opportunities and deliver exceptional value to our partners.”

For more information about Top California Lender’s loan programs, including Rehab/Renovation Loans, Construction Loans, Bridge Loans, Commercial Acquisition Loans, and Change of Use Loans, visit www.topcalifornialender.com or contact info@topcalifornialender.com.

The MIL Network –

July 1, 2025

MIL-OSI: Yorkville Acquisition Corp. Announces Closing of $172,500,000 Initial Public Offering, Including Full Exercise of Underwriters’ Over-Allotment Option

Source: GlobeNewswire (MIL-OSI)

Mountainside, NJ, June 30, 2025 (GLOBE NEWSWIRE) — Yorkville Acquisition Corp. (Nasdaq: YORKU) (the “Company”) today announced that it closed its initial public offering of 17,250,000 units, including the issuance of 2,250,000 units as result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per unit. The gross proceeds from the offering were $172.5 million before deducting underwriting discounts and estimated offering expenses. The units began trading on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “YORKU” on June 27, 2025.

Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share of the Company at a price of $11.50 per share. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “YORK” and “YORKW”, respectively.

The Company intends to use the net proceeds from the offering and the simultaneous private placement of units to pursue and consummate a business combination with one or more businesses.

Clear Street is acting as the sole book-running manager in the offering. D. Boral Capital LLC is acting as co-manager of the offering. DLA Piper LLP (US) is serving as legal counsel to the Company and Maples and Calder (Cayman LLP) is serving as Cayman Islands legal counsel to the Company. Loeb & Loeb LLP is serving as legal counsel to the underwriters.

The offering was made only by means of a prospectus, copies of which may be obtained from Clear Street, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007, by email at ecm@clearstreet.io, or from the SEC website at www.sec.gov.

A registration statement relating to these securities sold in the initial public offering was declared effective by the Securities and Exchange Commission (“SEC”) on June 26, 2025.This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Yorkville Acquisition Corp.

The Company is a blank check company incorporated in the Cayman Islands as an exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The Company has not selected any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination. While the Company may pursue a business combination target in any business or industry, it intends to focus its search for businesses at the intersection of media, technology, and entertainment.

Forward-Looking Statements

This press release includes forward-looking statements, including with respect to the Company’s anticipated use of the net proceeds thereof and the Company’s search for an initial business combination. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the registration statement and related prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.

Contact Information

Yorkville Acquisition Corp.
1012 Springfield Avenue
Mountainside, New Jersey 07092

Kevin McGurn
Chief Executive Officer
Email: kjmcgurn@gmail.com

The MIL Network –

July 1, 2025

MIL-OSI: Progress Software Acquires Nuclia, an Innovator in Agentic RAG AI Technology

Source: GlobeNewswire (MIL-OSI)

Company adds easy-to-use agentic RAG-as-a-service product for organizations to automate and retrieve verifiable, high-quality AI search and generative answers

BURLINGTON, Mass., June 30, 2025 (GLOBE NEWSWIRE) — Progress Software (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced the acquisition of Nuclia, an innovator in agentic Retrieval-Augmented Generation (RAG) AI solutions. Nuclia provides a unique agentic RAG-as-a-service product enabling organizations to automatically leverage their own proprietary business information to retrieve verifiable, accurate answers using GenAI.

“Nuclia’s easy-to-use, self-service SaaS product democratizes the use of trustworthy and verifiable GenAI,” said Yogesh Gupta, CEO of Progress Software. “Small to mid-sized businesses, as well as large global corporations, can quickly and easily reap the benefits of sophisticated agentic RAG capabilities using Nuclia SaaS without the need for significant upfront investment.”

“The rapid evolution of AI has transformed how organizations interact with information, creating new possibilities for more accurate, dynamic, and context-aware systems,” said Eudald Camprubí, CEO and Co-founder at Nuclia. “Agentic RAG is a cutting-edge approach that combines the power of large language models (LLMs) with business’ own proprietary data to provide accurate and trustworthy answers. Our team at Nuclia is proud of what we have built, and we are excited to join Progress to continue to advance this important technology.”

Nuclia will extend the end-to-end value of the Progress Data Platform while creating opportunities to reach a broader market of organizations looking to easily leverage the value of agentic RAG technology.

The acquisition was signed and closed today and is immaterial to Progress’ financials.

To learn more about Nuclia, go to https://nuclia.com.

About Progress Software
Progress Software (Nasdaq: PRGS) empowers organizations to achieve transformational success in the face of disruptive change. Our software enables our customers to develop, deploy and manage responsible AI-powered applications and digital experiences with agility and ease. Customers get a trusted provider in Progress, with the products, expertise and vision they need to succeed. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com.

About Nuclia
Nuclia, the RAG-as-a-Service company, is revolutionizing data-driven systems and processes to deliver previously unimaginable business value. Organizations across all sectors grapple with a common challenge: how to extract answers and unlock value from their internal data, both tacit and explicit. Nuclia uniquely solves this problem by converting this extensive and valuable repository of data into actionable, accessible knowledge. Learn more at https://nuclia.com.

Progress and Nuclia are trademarks or registered trademarks of Progress Software Corporation and/or one of its subsidiaries or affiliates in the U.S. and other countries. Any other trademarks contained herein are the property of their respective owners.

Press Contact:
Kim Baker
Progress Software
+1-800-477-6473
pr@progress.com

The MIL Network –

July 1, 2025

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Foreign, Commonwealth and Development Office summons Georgian Chargé d’Affaires – 30 June 2025

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