Category: Business

MIL-OSI: Ready Capital Corporation Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

– GAAP EARNINGS PER COMMON SHARE FROM CONTINUING OPERATIONS OF $0.47 –
– DISTRIBUTABLE LOSS PER COMMON SHARE OF $(0.09) –
– DISTRIBUTABLE EARNINGS PER COMMON SHARE BEFORE REALIZED LOSSES OF $0.00 –

NEW YORK, May 08, 2025 (GLOBE NEWSWIRE) — Ready Capital Corporation (“Ready Capital” or the “Company”) (NYSE: RC), a multi-strategy real estate finance company that originates, acquires, finances, and services lower-to-middle-market (“LMM”) investor and owner-occupied commercial real estate loans, today reported financial results for the quarter ended March 31, 2025.

“Market volatility, tariff implementations, declining consumer confidence and increased recession expectations provide headwinds for our business”, said Thomas Capasse, Ready Capital’s Chairman and Chief Executive Officer. “Despite this challenging macroeconomic environment, the Company continues to take decisive actions to reset the balance sheet and restore profitability.”

First Quarter Highlights

LMM commercial real estate originations of $79 million
Small Business Lending (“SBL”) loan originations of $387 million, including $343 million of Small Business Administration 7(a) loans
Declared and paid dividend of $0.125 per share in cash
Book value of $10.61 per share of common stock as of March 31, 2025
Completed the acquisition of United Development Funding IV, a real estate investment trust providing capital solutions to residential real estate developers and regional homebuilders
Acquired approximately 3.4 million shares of the Company’s common stock at an average price of $5.02 per share as part of stock repurchase program
Closed a private placement of $220 million in aggregate principal amount of its 9.375% Senior Secured Notes due 2028

Subsequent Events

On April 16, 2025, ReadyCap Holdings issued an additional $50.0 million in aggregate principal amount of its 9.375% Senior Secured Notes due 2028. The Company used the net proceeds from the issuance of such notes to repay its indebtedness.

Use of Non-GAAP Financial Information

In addition to the results presented in accordance with U.S. GAAP, this press release includes distributable earnings, formerly referred to as core earnings, which is a non-U.S. GAAP financial measure. The Company defines distributable earnings as net income adjusted for unrealized gains and losses related to certain mortgage backed securities (“MBS”) not retained by us as part of our loan origination business, realized gains and losses on sales of certain MBS, unrealized gains and losses related to residential mortgage servicing rights (“MSR”) from discontinued operations, unrealized changes in our current expected credit loss reserve, unrealized gains or losses on de-designated cash flow hedges, unrealized gains or losses on foreign exchange hedges, unrealized gains or losses on certain unconsolidated joint ventures, non-cash compensation expense related to our stock-based incentive plan, and one-time non-recurring gains or losses, such as gains or losses on discontinued operations, bargain purchase gains, or merger related expenses.

The Company believes that this non-U.S. GAAP financial information, in addition to the related U.S. GAAP measures, provides investors greater transparency into the information used by management in its financial and operational decision-making, including the determination of dividends. However, because distributable earnings is an incomplete measure of the Company’s financial performance and involves differences from net income computed in accordance with U.S. GAAP, it should be considered along with, but not as an alternative to, the Company’s net income computed in accordance with U.S. GAAP as a measure of the Company’s financial performance. In addition, because not all companies use identical calculations, the Company’s presentation of distributable earnings may not be comparable to other similarly-titled measures of other companies.

In calculating distributable earnings, Net Income (in accordance with U.S. GAAP) is adjusted to exclude unrealized gains and losses on MBS acquired by the Company in the secondary market but is not adjusted to exclude unrealized gains and losses on MBS retained by Ready Capital as part of its loan origination businesses, where the Company transfers originated loans into an MBS securitization and the Company retains an interest in the securitization. In calculating distributable earnings, the Company does not adjust Net Income (in accordance with U.S. GAAP) to take into account unrealized gains and losses on MBS retained by us as part of the loan origination businesses because the unrealized gains and losses that are generated in the loan origination and securitization process are considered to be a fundamental part of this business and an indicator of the ongoing performance and credit quality of the Company’s historical loan originations. In calculating distributable earnings, Net Income (in accordance with U.S. GAAP) is adjusted to exclude realized gains and losses on certain MBS securities considered to be non-distributable. Certain MBS positions are considered to be non-distributable due to a variety of reasons which may include collateral type, duration, and size.

In addition, in calculating distributable earnings, Net Income (in accordance with U.S. GAAP) is adjusted to exclude unrealized gains or losses on residential MSRs, held at fair value from discontinued operations. Servicing rights relating to the Company’s small business commercial business are accounted for under ASC 860, Transfer and Servicing. In calculating distributable earnings, the Company does not exclude realized gains or losses on commercial MSRs, as servicing income is a fundamental part of Ready Capital’s business and is an indicator of the ongoing performance.

To qualify as a REIT, the Company must distribute to its stockholders each calendar year at least 90% of its REIT taxable income (including certain items of non-cash income), determined without regard to the deduction for dividends paid and excluding net capital gain. There are certain items, including net income generated from the creation of MSRs, that are included in distributable earnings but are not included in the calculation of the current year’s taxable income. These differences may result in certain items that are recognized in the current period’s calculation of distributable earnings not being included in taxable income, and thus not subject to the REIT dividend distribution requirement until future years.

The table below reconciles Net Income computed in accordance with U.S. GAAP to Distributable Earnings.

(in thousands)	Three Months Ended March 31, 2025
Net Income	$	81,965
Reconciling items:
Unrealized loss on MSR – discontinued operations		8,952
Unrealized loss on joint ventures		5,639
Decrease in CECL reserve		(112,127	)
Increase in valuation allowance		99,718
Non-recurring REO impairment		2,346
Non-cash compensation		1,785
Merger transaction costs and other non-recurring expenses		2,993
Bargain purchase gain		(102,471	)
Realized losses on sale of investments		20,084
Total reconciling items	$	(73,081	)
Income tax adjustments		(4,744	)
Distributable earnings before realized losses	$	4,140
Realized losses on sale of investments, net of tax		(15,524	)
Distributable loss	$	(11,384	)
Less: Distributable earnings attributable to non-controlling interests		1,985
Less: Income attributable to participating shares		2,228
Distributable loss attributable to common stockholders	$	(15,597	)
Distributable earnings before realized losses on investments, net of tax per common share – basic and diluted	$	0.00
Distributable loss per common share – basic and diluted	$	(0.09	)

U.S. GAAP return on equity is based on U.S. GAAP net income, while distributable return on equity is based on distributable earnings, which adjusts U.S. GAAP net income for the items Din the distributable earnings reconciliation above.

Webcast and Earnings Conference Call

Management will host a webcast and conference call on Friday, May 9, 2025 at 8:30am ET to provide a general business update and discuss the financial results for the quarter ended March 31, 2025. During the conference call, the Company may discuss and answer questions concerning business and financial developments and trends that have occurred after quarter-end. The Company’s responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously.

The Company encourages use of the webcast due to potential extended wait times to access the conference call via dial-in. The webcast of the conference call will be available in the Investor Relations section of the Company’s website at www.readycapital.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software.

To Participate in the Telephone Conference Call:

Dial in at least five minutes prior to start time.

Domestic: 1-877-407-0792
International: 1-201-689-8263

Conference Call Playback:

Domestic: 1-844-512-2921
International: 1-412-317-6671
Replay Pin #: 13750797

The playback can be accessed through May 23, 2025.

Safe Harbor Statement

This press release contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, applicable regulatory changes; general volatility of the capital markets; changes in the Company’s investment objectives and business strategy; the availability of financing on acceptable terms or at all; the availability, terms and deployment of capital; the availability of suitable investment opportunities; changes in the interest rates or the general economy; increased rates of default and/or decreased recovery rates on investments; changes in interest rates, interest rate spreads, the yield curve or prepayment rates; changes in prepayments of Company’s assets; the degree and nature of competition, including competition for the Company’s target assets; and other factors, including those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

About Ready Capital Corporation

Ready Capital Corporation (NYSE: RC) is a multi-strategy real estate finance company that originates, acquires, finances and services lower-to-middle-market investor and owner occupied commercial real estate loans. The Company specializes in loans backed by commercial real estate, including agency multifamily, investor, construction, and bridge as well as U.S. Small Business Administration loans under its Section 7(a) program and government guaranteed loans focused on the United States Department of Agriculture. Headquartered in New York, New York, the Company employs approximately 500 professionals nationwide.

Contact
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com

Additional information can be found on the Company’s website at www.readycapital.com.


READY CAPITAL CORPORATION UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands)	March 31, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	205,917		$	143,803
Restricted cash		39,603			30,560
Loans, net (including $2,018 and $3,533 held at fair value)		4,354,017			3,378,149
Loans, held for sale (including $81,789 and $128,531 held at fair value and net of valuation allowance of $158,068 and $97,620)		528,726			241,626
Mortgage-backed securities		31,415			31,006
Investment in unconsolidated joint ventures (including $6,371 and $6,577 held at fair value)		170,920			161,561
Derivative instruments		6,907			7,963
Servicing rights		129,814			128,440
Real estate owned, held for sale		199,910			193,437
Other assets		399,702			362,486
Assets of consolidated VIEs		3,723,738			5,175,295
Assets held for sale		185,782			287,595
Total Assets	$	9,976,451		$	10,141,921
Liabilities
Secured borrowings		2,713,415			2,035,176
Securitized debt obligations of consolidated VIEs, net		2,574,139			3,580,513
Senior secured notes, net		671,510			437,847
Corporate debt, net		817,156			895,265
Guaranteed loan financing		668,847			691,118
Contingent consideration		15,982			573
Derivative instruments		575			352
Dividends payable		23,929			43,168
Loan participations sold		98,128			95,578
Due to third parties		1,071			1,442
Accounts payable and other accrued liabilities		185,533			188,051
Liabilities held for sale		156,614			228,735
Total Liabilities	$	7,926,899		$	8,197,818
Preferred stock Series C, liquidation preference $25.00 per share		8,361			8,361

Commitments & contingencies

Stockholders’ Equity
Preferred stock Series E, liquidation preference $25.00 per share		111,378			111,378
Common stock, $0.0001 par value, 500,000,000 shares authorized, 172,507,227 and 162,792,372 shares issued and outstanding, respectively		17			17
Additional paid-in capital		2,302,101			2,250,291
Retained earnings (deficit)		(450,276	)		(505,089	)
Accumulated other comprehensive loss		(21,673	)		(18,552	)
Total Ready Capital Corporation equity		1,941,547			1,838,045
Non-controlling interests		99,644			97,697
Total Stockholders’ Equity	$	2,041,191		$	1,935,742
Total Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity	$	9,976,451		$	10,141,921



READY CAPITAL CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31,
(in thousands, except share data)		2025			2024
Interest income	$	154,967		$	232,354
Interest expense		(140,466	)		(183,805	)
Net interest income before recovery of loan losses	$	14,501		$	48,549
Recovery of loan losses		109,568			26,544
Net interest income after recovery of loan losses	$	124,069		$	75,093
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned		10,669			18,868
Net unrealized gain (loss) on financial instruments		(1,750	)		4,632
Valuation allowance, loans held for sale		(99,718	)		(146,180	)
Servicing income, net of amortization and impairment of $5,294 and $3,697		6,456			3,758
Gain on bargain purchase		102,471			—
Income (loss) on unconsolidated joint ventures		(3,982	)		468
Other income		11,590			15,826
Total non-interest income (expense)	$	25,736		$	(102,628	)
Non-interest expense
Employee compensation and benefits		(21,254	)		(18,414	)
Allocated employee compensation and benefits from related party		(3,276	)		(2,500	)
Professional fees		(5,488	)		(7,065	)
Management fees – related party		(5,577	)		(6,648	)
Loan servicing expense		(15,844	)		(12,794	)
Transaction related expenses		(2,694	)		(650	)
Impairment on real estate		(2,346	)		(16,972	)
Other operating expenses		(16,123	)		(13,215	)
Total non-interest expense	$	(72,602	)	$	(78,258	)
Income (loss) from continuing operations before benefit (provision) for income taxes		77,203			(105,793	)
Income tax benefit		5,207			30,211
Net income (loss) from continuing operations	$	82,410		$	(75,582	)
Discontinued operations
Income (loss) from discontinued operations before benefit for income taxes		(594	)		1,887
Income tax benefit (provision)		149			(472	)
Net income (loss) from discontinued operations	$	(445	)	$	1,415
Net income (loss)	$	81,965		$	(74,167	)
Less: Dividends on preferred stock		1,999			1,999
Less: Net income attributable to non-controlling interest		2,460			117
Net income (loss) attributable to Ready Capital Corporation	$	77,506		$	(76,283	)

Earnings per common share from continuing operations – basic	$	0.47		$	(0.45	)
Earnings per common share from discontinued operations – basic	$	0.00		$	0.01
Total earnings per common share – basic	$	0.47		$	(0.44	)

Earnings per common share from continuing operations – diluted	$	0.46		$	(0.45	)
Earnings per common share from discontinued operations – diluted	$	0.00		$	0.01
Total earnings per common share – diluted	$	0.46		$	(0.44	)

Weighted-average shares outstanding
Basic		165,166,276			172,032,866
Diluted		167,723,519			173,104,415

Dividends declared per share of common stock	$	0.125		$	0.30



READY CAPITAL CORPORATION UNAUDITED SEGMENT REPORTING

	Three Months Ended March 31, 2025
(in thousands)	LMM Commercial Real Estate			Small Business Lending			Corporate-Other			Consolidated
Interest income	$	124,973		$	29,994		$	—		$	154,967
Interest expense		(120,354	)		(20,112	)		—			(140,466	)
Net interest income before recovery of (provision for) loan losses	$	4,619		$	9,882		$	—		$	14,501
Recovery of (provision for) loan losses		117,941			(8,373	)		—			109,568
Net interest income after recovery of (provision for) loan losses	$	122,560		$	1,509		$	—		$	124,069
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned		(14,600	)		25,269			—			10,669
Net unrealized gain (loss) on financial instruments		(604	)		(1,146	)		—			(1,750	)
Valuation allowance, loans held for sale		(99,718	)		—			—			(99,718	)
Servicing income, net		1,415			5,041			—			6,456
Gain on bargain purchase		—			—			102,471			102,471
Income (loss) on unconsolidated joint ventures		(4,005	)		23			—			(3,982	)
Other income		3,037			7,262			1,291			11,590
Total non-interest income (loss)	$	(114,475	)	$	36,449		$	103,762		$	25,736
Non-interest expense
Employee compensation and benefits		(5,871	)		(15,304	)		(79	)		(21,254	)
Allocated employee compensation and benefits from related party		(328	)		—			(2,948	)		(3,276	)
Professional fees		(818	)		(2,905	)		(1,765	)		(5,488	)
Management fees – related party		—			—			(5,577	)		(5,577	)
Loan servicing expense		(15,064	)		(780	)		—			(15,844	)
Transaction related expenses		—			—			(2,694	)		(2,694	)
Impairment on real estate		(2,346	)		—			—			(2,346	)
Other operating expenses		(3,336	)		(11,071	)		(1,716	)		(16,123	)
Total non-interest expense	$	(27,763	)	$	(30,060	)	$	(14,779	)	$	(72,602	)
Income (loss) before provision for income taxes	$	(19,678	)	$	7,898		$	88,983		$	77,203
Total assets	$	7,897,270		$	1,510,635		$	382,764		$	9,790,669

The MIL Network –

May 9, 2025

MIL-OSI: TC Energy announces 2025 annual meeting Board of Directors election results

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, May 08, 2025 (GLOBE NEWSWIRE) — News Release – TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or the Company) today announced that at its 2025 annual meeting of shareholders held earlier today, each of the following 13 nominees were elected as directors of TC Energy on a vote by ballot to serve until the next annual meeting of shareholders of TC Energy, or until their successors are elected or earlier appointed:

Nominee	# Votes For	% Votes For	# Votes Against	% Votes Against
Scott Bonham	677,017,619	99.84	1,061,492	0.16
Cheryl F. Campbell	673,225,982	99.28	4,853,157	0.72
Michael R. Culbert	673,422,055	99.31	4,657,086	0.69
William D. Johnson	665,190,544	98.10	12,887,833	1.90
Susan C. Jones	673,349,772	99.30	4,729,368	0.70
John E. Lowe	663,231,215	97.81	14,847,922	2.19
Dawn Madahbee Leach	677,045,840	99.85	1,033,300	0.15
François L. Poirier	673,662,897	99.35	4,415,592	0.65
Una Power	666,886,403	98.35	11,192,739	1.65
Mary Pat Salomone	669,245,147	98.70	8,833,994	1.30
Siim A. Vanaselja	665,004,883	98.07	13,074,258	1.93
Thierry Vandal	668,886,158	98.64	9,192,983	1.36
Dheeraj “D” Verma	671,156,491	98.98	6,922,648	1.02

Final voting results on all matters voted on at the meeting will be filed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov) and posted to the Investors section of the Company website at www.tcenergy.com by Friday, May 9, 2025.

About TC Energy
We’re a team of 6,500+ energy problem solvers connecting the world to the energy it needs. Our extensive network of natural gas infrastructure assets is one-of-a-kind. We seamlessly move, generate and store energy and deliver it to where it is needed most, to homes and businesses in North America and across the globe through LNG exports. Our natural gas assets are complemented by our strategic ownership and low-risk investments in power generation.

TC Energy’s common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit us at TCEnergy.com.

FORWARD-LOOKING INFORMATION
This release contains certain information that is forward-looking and is subject to important risks and uncertainties (such statements are usually accompanied by words such as “anticipate”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). Forward-looking statements in this document are intended to provide TC Energy security holders and potential investors with information regarding TC Energy and its subsidiaries, including management’s assessment of TC Energy’s and its subsidiaries’ future plans and financial outlook. All forward-looking statements reflect TC Energy’s beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. As actual results could vary significantly from the forward-looking information, you should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking information due to new information or future events, unless we are required to by law. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to the most recent Quarterly Report to Shareholders and Annual Report filed under TC Energy’s profile on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission at www.sec.gov.

-30-

Media Inquiries:
Media Relations
media@tcenergy.com
403-920-7859 or 800-608-7859

Investor & Analyst Inquiries:
Gavin Wylie / Hunter Mau
investor_relations@tcenergy.com
403-920-7911 or 800-361-6522

PDF available: http://ml.globenewswire.com/Resource/Download/1071dba2-fbc1-4544-9cd9-9c2c4c94f968

The MIL Network –

May 9, 2025

MIL-OSI: NuVista Energy Ltd. Announces Strong First Quarter 2025 Results and Significant Progress on Our Shareholder Return Strategy

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, May 08, 2025 (GLOBE NEWSWIRE) — NuVista Energy Ltd. (“NuVista” or the “Company“) (TSX: NVA) is pleased to announce strong financial and operating results for the three months ended March 31, 2025, and to provide an update on our operational performance. Our high-quality asset base continues to deliver strong returns across commodity price cycles, supported by the consistent achievement of new production milestones. We made significant progress on our NCIB to return capital to shareholders and further enhanced our financial strength by successfully amending and renewing our three-year covenant-based credit facility. Having completed a strong first quarter, we are pleased to reaffirm our annual capital and production guidance.

Operational and Financial Highlights

During the first quarter ended March 31, 2025, NuVista:

Achieved our highest-ever quarterly average production of 89,516 Boe/d, surpassing our guidance range of 87,000 – 88,000 Boe/d and representing a 12% increase in production compared to the first quarter of 2024. The production composition for the first quarter was 28% condensate⁽¹⁾, 10% NGLs and 62% natural gas;
Executed a net capital expenditure⁽³⁾ program of $153.4 million, resulting in the drilling and completion of 9 and 24 wells, respectively;
Generated adjusted funds flow⁽²⁾ of $191.9 million ($0.94/share, basic⁽⁴⁾), reflecting a 42% increase compared to the first quarter of 2024;
Realized free adjusted funds flow⁽³⁾ of $35.0 million ($0.17/share, basic⁽⁴⁾);
Delivered a strong operating netback⁽⁵⁾ at $28.41/Boe and a corporate netback⁽⁵⁾ at $23.84/Boe, reflecting increases of 30% and 28%, respectively, compared to the first quarter of 2024;
Repurchased and cancelled 3.6 million common shares, at an average price of $12.86 per common share, for a total cost of $45.8 million. Since the inception of the Company’s normal course issuer bid (“NCIB”) in 2022, we have repurchased and cancelled 40.5 million common shares for an aggregate cost of $487.3 million or $12.04 per share;
Strengthened our financial position through the amendment and renewal of our three-year covenant-based credit facility, increasing the facility size to $550 million and extending its maturity by one year to May 8, 2028;
Exited the period with $2.7 million of available cash and net debt⁽²⁾ of $267.6 million, maintaining a favorable net debt to annualized first quarter adjusted funds flow⁽²⁾ ratio of 0.3x; and
Achieved net earnings of $112.2 million ($0.55/share, basic), reflecting a 214% increase compared to the first quarter of 2024;

Notes:

(1)	Natural gas liquids are defined by National Instrument 51-101 –Standards of Disclosure for Oil and Gas Activities to include ethane, butane, propane, pentanes plus and condensate. Unless explicitly stated in this press release, references to “NGL” refers only to ethane, butane and propane and references to “condensate” refers to only to condensate and pentanes plus. NuVista has disclosed condensate and pentanes plus values separately from ethane, butane and propane values as NuVista believes it provides a more accurate description of NuVista’s operations and results therefrom.
(2)	Each of “adjusted funds flow”, “net debt” and “net debt to annualized first quarter adjusted funds flow” are capital management measures. Reference should be made to the section entitled “Specified Financial Measures” in this press release.
(3)	Each of “free adjusted funds flow” and “net capital expenditures” are non-GAAP financial measures that do not have any standardized meanings under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other companies where similar terminology is used. Reference should be made to the section entitled “Specified Financial Measures” in this press release.
(4)	Each of “adjusted funds flow per share” and “free adjusted funds flow per share” are supplementary financial measures. Reference should be made to the section entitled “Specified Financial Measures” in this press release.
(5)	Each of “operating netback” and “corporate netback” are non-GAAP ratios that do not have any standardized meanings under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other companies where similar terminology is used. Reference should be made to the section entitled “Specified Financial Measures” in this press release.

Operations Update

Operations during the first three months of 2025 have progressed well. We have reached new corporate production milestones facilitated by the consistent utilization of our two drilling rigs and established completions crew.

Notable operational achievements in the first quarter ended March 31, 2025, included:

Sustaining production above 90,000 Boe/d for the month of March, which exhibits our productive capability prior to our planned expansions coming on-stream later in the second quarter of 2025;
Drilling a 4-well Lower and Mid-Montney co-developed pad in Gold Creek, which is slated to come on-stream early in the third quarter of 2025. This pad offsets a 6-well co-developed pad, that in its first year produced an average of 1,250 Boe/d per well (50% condensate), which is 45% above the Gold Creek historical average;
Completing and bringing a 5-well pad in Elmworth online early in the second quarter of 2025. Notably, execution performance on this pad continued to set new benchmarks for the area. These improvements have resulted in average drilling and completion costs per well on the pad coming in 17% below the offsetting pad, which was executed in 2024. Production from this pad will be an important datapoint as development moves toward the higher condensate weighted portion of Elmworth;
Bringing a 5-well pad in Bilbo online in January, which targeted three benches, including the Lower Montney. The pad has reached its IP60 milestone producing on average 1,580 Boe/d per well, including 46% condensate. Importantly, the Lower Montney exceeded the IP60 average, producing 1,850 Boe/d and over 50% condensate; and
Completing a 14-well pad and commencing the drilling of an additional 8-well pad in Pipestone. These wells will underpin our growth into the newly expanded Pipestone infrastructure beginning later in the second quarter.

Return of Capital to Shareholders and Balance Sheet Strength

NuVista’s approach to capital allocation remains unchanged, maintaining a clear focus on the compounding benefits of absolute growth and reducing outstanding shares to deliver industry-leading total returns. We intend to allocate a minimum of $100 million in 2025, to the repurchase of the Company’s common shares under our NCIB and will allocate at least 75% of any incremental annual free adjusted funds flow above $100 million towards additional share repurchases.

Given our strong operational and financial performance year-to-date, and based on our current commodity outlook at US$60/Bbl WTI and US$3.50/MMBtu NYMEX, we expect to generate over $200 million in free adjusted funds flow in 2025, positioning us to materially exceed our minimum threshold for the year.

We remain focused on our disciplined and value-adding growth strategy, and providing significant shareholder returns. We continue to view share repurchases as the most effective initial method of returning capital to shareholders and will reassess this approach as our growth plan progresses.

As at March 31, 2025, we maintained a strong financial position with $2.7 million in cash and no amounts drawn on our covenant-based credit facility, resulting in net debt of $267.6 million. This remains well below our net debt soft ceiling of $350 million, reinforcing our ability to keep net debt to adjusted funds flow at or below 1.0x, even in a stress case of US$45/Bbl WTI and US$2.00/MMBtu NYMEX. For the first quarter, our net debt to annualized adjusted funds flow was 0.3x.

Further strengthening our financial position, on May 8, 2025, we renewed and amended our three-year, covenant-based credit facility, increasing its facility size by $100 million from $450 million to $550 million and extending the maturity by one year to May 8, 2028.

Board Retirement Update

After 22 years of leadership at NuVista, Mr. Ronald (Ron) Poelzer has decided to retire from our Board, and as such, will not be standing for re-election at this year’s annual shareholders’ meeting. Ron has been a distinguished leader and steadfast advocate for the oil and gas industry, leaving a lasting legacy through the many individuals he has worked with and mentored. As a co-founder of NuVista, he has played a vital role on our board and has been instrumental in shaping NuVista into the strong industry player we are today. His strategic insight, vision, and leadership have helped guide our growth and position us for long-term success.

The Board of Directors, management team, and all of us at NuVista extend our deepest gratitude to Ron for his invaluable contributions since the Company’s inception in 2003, and we thank him for his long and impactful service while wishing him and his family continued success and happiness in retirement.

2025 Guidance Update

Production thus far in 2025 has continued to perform well, with NuVista exceeding first quarter guidance. As previously communicated, the majority of our 2025 growth will come from the Pipestone area with the start-up of a third-party gas plant (“Pipestone Plant”), which is expected to be online late in the second quarter of 2025. Additionally, our annual guidance reflects the planned 4-year turnaround operations that are scheduled to impact production from our Pipestone South, Gold Creek and Elmworth operations during June and July. As such, our second quarter production guidance is 75,000 – 77,000 Boe/d. Subsequent to the planned turnaround and commissioning of the Pipestone Plant, the infrastructure will be in place to support production of approximately 100,000 Boe/d in the fourth quarter of 2025. We reiterate our annual production guidance of approximately 90,000 Boe/d.

Further we reaffirm our annual net capital expenditure guidance target of approximately $450 million, which will allow us to continue to prioritize at least a triple-digit return of capital to shareholders through the repurchase of our outstanding common shares. However, given recent volatility we continue to monitor the macro environment with a focus on prioritizing economics and returns, as such, if commodity prices continue to weaken and persist, we have the flexibility to adjust our capital program to maximize shareholder returns and preserve our growth economics for a more robust price environment.

Please note that our updated corporate presentation will be available at www.nuvistaenergy.com on May 8, 2025. NuVista’s management’s discussion and analysis, condensed consolidated interim financial statements for the three months ended March 31, 2025 and notes thereto, will be filed on SEDAR+ (www.sedarplus.ca) on May 8, 2024 and can also be obtained at www.nuvistaenergy.com.

FINANCIAL AND OPERATING HIGHLIGHTS
	Three months ended March 31
($ thousands, except otherwise stated)	2025		2024		% Change
FINANCIAL
Petroleum and natural gas revenues	371,405		309,024		20
Cash provided by operating activities	232,663		147,893		57
Adjusted funds flow ⁽³⁾	191,886		135,413		42
Per share, basic ⁽⁶⁾	0.94		0.65		45
Per share, diluted ⁽⁶⁾	0.94		0.64		47
Net earnings	112,152		35,769		214
Per share, basic	0.55		0.17		224
Per share, diluted	0.55		0.17		224
Total assets	3,579,218		3,134,976		14
Net capital expenditures ⁽¹⁾	153,411		187,856		(18	)
Net debt ⁽³⁾	267,568		261,171		2
OPERATING
Daily Production
Natural gas (MMcf/d)	334.8		292.8		14
Condensate (Bbls/d)	25,178		24,220		4
NGLs (Bbls/d)	8,542		7,022		22
Total (Boe/d)	89,516		80,042		12
Condensate & NGLs weighting	38%		39%
Condensate weighting	28%		30%
Average realized selling prices ⁽⁵⁾
Natural gas ($/Mcf)	3.91		3.08		27
Condensate ($/Bbl)	98.17		95.10		3
NGLs ($/Bbl) ⁽⁴⁾	40.53		27.23		49
Netbacks ($/Boe)
Petroleum and natural gas revenues	46.10		42.43		9
Realized gain (loss) on financial derivatives	2.18		(0.18	)	(1,311	)
Other income	0.01		0.05		(80	)
Royalties	(3.89	)	(4.47	)	(13	)
Transportation expense	(4.75	)	(4.47	)	6
Net operating expense ⁽²⁾	(11.24	)	(11.51	)	(2	)
Operating netback ⁽²⁾	28.41		21.85		30
Corporate netback ⁽²⁾	23.84		18.58		28
SHARE TRADING STATISTICS
High ($/share)	14.51		12.11		20
Low ($/share)	10.61		9.59		11
Close ($/share)	13.60		11.88		14
Common shares outstanding (thousands of shares)	200,664		206,332		(3	)

Notes:

⁽¹⁾	Non-GAAP financial measure that does not have any standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other companies where similar terminology is used. Reference should be made to the section entitled“Specified Financial Measures”.
⁽²⁾	Non-GAAP ratio that does not have any standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other companies where similar terminology is used. Reference should be made to the section entitled“Specified Financial Measures”.
⁽³⁾	Capital management measure. Reference should be made to the section entitled“Specified Financial Measures”.
⁽⁴⁾	Natural gas liquids (“NGLs”) includes butane, propane and ethane revenue and sales volumes, and sulphur revenue.
⁽⁵⁾	Product prices exclude realized gains/losses on financial derivatives.
⁽⁶⁾	Supplementary financial measure. Reference should be made to the section entitled“Specified Financial Measures”.

Advisories Regarding Oil and Gas Information

BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. As the value ratio between natural gas and crude oil based on the current prices of natural gas and crude oil is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

Any references in this press release to initial production rates are useful in confirming the presence of hydrocarbons, however, such rates are not determinative of the rates at which such wells will continue production and decline thereafter. While encouraging, readers are cautioned not to place reliance on such rates in calculating the aggregate production for NuVista.

This press release contains certain oil and gas metrics, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included herein to provide readers with additional measures to evaluate NuVista’s performance; however, such measures are not reliable indicators of NuVista’s future performance and future performance may not compare to NuVista’s performance in previous periods and therefore such metrics should not be unduly relied upon. Management uses these oil and gas metrics for its own performance measurements and to provide security holders with measures to compare NuVista’s operations over time. Readers are cautioned that the information provided by these metrics, or that can be derived from the metrics presented in this presentation, should not be relied upon for investment or other purposes.

In this press release reference is made to 2025 price outlook in the forecast of annual free adjusted funds flow. The forecast is based on 2025 price assumptions of: US$60/Bbl WTI, US$3.50/MMBtu NYMEX, C$1.95/GJ AECO and 1.38:1 CAD:USD FX.

Basis of presentation

Unless otherwise noted, the financial data presented in this press release has been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) also known as International Financial Reporting Standards (“IFRS”).

Natural gas liquids are defined by National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities” to include ethane, butane, propane, pentanes plus and condensate. Unless explicitly stated in this press release, references to “NGL” refers only to ethane, butane and propane and references to “condensate” refers to only to condensate and pentanes plus. NuVista has disclosed condensate and pentanes plus values separately from ethane, butane and propane values as NuVista believes it provides a more accurate description of NuVista’s operations and results therefrom.

Production split for Boe/d amounts referenced in the press release are as follows:

*Reference*	*Total Boe/d*	*Natural Gas* %		*Condensate* %		*NGLs* %

Q1 2025 production – actual	*89,516*	62	%	28	%	10	%
Q1 2025 production – guidance	*87,000 – 88,000*	63	%	28	%	9	%
Q2 2025 production – guidance	*75,000 – 77,000*	62	%	29	%	9	%
2025 annual production guidance	*~90,000*	61	%	30	%	9	%

Advisory regarding forward-looking information and statements

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. The use of any of the words “will”, “expects”, “believe”, “plans”, “potential” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements, including but not limited to:

that the amendment and renewal of our three-year covenant-based credit facility will strengthen our financial position;
our expectation that a 4-well Lower and Mid-Montney co-development pad in Gold Creek will be brought on-stream in the second quarter;
our expectation that an 8-well pad in Pipestone will be brought on-steam late in the third quarter and the anticipated benefits therefrom;
our expectations regarding production from the 5-well pad in Elmworth and the anticipated benefits therefrom;
our expectation that we will generate $200 million in free adjusted funds flow in 2025;
our intention to allocate $100 million to repurchase our common shares in 2025, with at least 75% of any incremental free adjusted funds flow also allocated to the repurchase of our common share pursuant to our NCIB;
our expectation that we will have fulfilled the $100 million repurchase commitment to shareholders in the first half of the year;
that our soft ceiling net debt will allow our current production levels to be sustainable and maintain an adjusted funds flow ratio below 1.0x in a stress test price environment of US$45/Bbl WTI and US$2.00/MMBtu NYMEX;
NuVista’s ability to continue directing free adjusted funds flow towards a prudent balance of return of capital to shareholders and debt reduction, while investing in high return growth projects;
the anticipated allocation of free adjusted funds flow;
guidance with respect to second quarter 2025 production and production mix;
the expected timing of start-up of the Pipestone Plant and the anticipated benefits thereof;
our expectations that following the planned turnaround and commissioning of the Pipestone Plant, the infrastructure will be in place to support production of approximately 100,000 Boe/d in the fourth quarter of 2025;
our 2025 full year production, full year production mix and net capital expenditures guidance ranges;
our plan to continue to maintain an efficient drilling program by employing 2-drill-rig execution;
our future focus, strategy, plans, opportunities and operations; and
other such similar statements.

The future acquisition of our common shares pursuant to a share buyback (including through our normal course issuer bid), if any, and the level thereof is uncertain. Any decision to acquire common shares pursuant to a share buyback will be subject to the discretion of the Board of Directors and may depend on a variety of factors, including, without limitation, the Company’s business performance, financial condition, financial requirements, growth plans, expected capital requirements and other conditions existing at such future time including, without limitation, contractual restrictions and satisfaction of the solvency tests imposed on the Company under applicable corporate law. There can be no assurance of the number of common shares that the Company will acquire pursuant to a share buyback, if any, in the future.

By their nature, forward-looking statements are based upon certain assumptions and are subject to numerous risks and uncertainties, some of which are beyond NuVista’s control, including the impact of general economic conditions, industry conditions, current and future commodity prices and inflation rates; that (i) the tariffs that are currently in effect on goods exported from or imported into Canada continue in effect for an extended period of time, the tariffs that have been threatened are implemented, that tariffs that are currently suspended are reactivated, the rate or scope of tariffs are increased, or new tariffs are imposed, including on oil and natural gas, (ii) the U.S. and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas, and (iii) the tariffs imposed or threatened to be imposed by the U.S. on other countries and retaliatory tariffs imposed or threatened to be imposed by other countries on the U.S., will trigger a broader global trade war which could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and the Company, including by decreasing demand for (and the price of) oil and natural gas, disrupting supply chains, increasing costs, causing volatility in global financial markets, and limiting access to financing; the impact of ongoing global events, including Middle East and European tensions, with respect to commodity prices, currency and interest rates, anticipated production rates, borrowing, operating and other costs and adjusted funds flow; the timing, allocation and amount of net capital expenditures and the results therefrom; anticipated reserves and the imprecision of reserve estimates; the performance of existing wells; the success obtained in drilling new wells; the sufficiency of budgeted net capital expenditures in carrying out planned activities; access to infrastructure and markets; competition from other industry participants; availability of qualified personnel or services and drilling and related equipment; stock market volatility; effects of regulation by governmental agencies including changes in environmental regulations, tax laws and royalties; the ability to access sufficient capital from internal sources and bank and equity markets; that we will be able to execute our 2025 drilling plans as expected; our ability to carry out our 2025 production and capital guidance as expected, and by extension the oil and gas industry; and including, without limitation, those risks considered under “Risk Factors” in our Annual Information Form.

Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. NuVista’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, or if any of them do so, what benefits NuVista will derive therefrom. NuVista has included the forward-looking statements in this press release in order to provide readers with a more complete perspective on NuVista’s future operations and such information may not be appropriate for other purposes. NuVista disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This press release also contains financial outlook and future oriented financial information (together, “FOFI”) relating to NuVista including, without limitation, net capital expenditures in 2025, production and free adjusted funds flow which are based on, among other things, the various assumptions disclosed in this press release including under “Advisory regarding forward-looking information and statements” and including assumptions regarding benchmark pricing as it relates to the 2025 capital allocation framework. Notwithstanding the foregoing, the FOFI contained in this press release does not include the potential impact of tariff or trade-related regulation that have been announced by the U.S. and Canada, including the tariffs imposed by the U.S. on Canada effective March 4, 2025. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and the impact of the tariffs on NuVista’s business operations and financial condition, while currently unknown, may be material and adverse and, as such, undue reliance should not be placed on FOFI. NuVista’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these FOFI, or if any of them do so, what benefits NuVista will derive therefrom. NuVista has included the FOFI in order to provide readers with a more complete perspective on NuVista’s future operations and such information may not be appropriate for other purposes.

These forward-looking statements and FOFI are made as of the date of this press release and NuVista disclaims any intent or obligation to update any forward-looking statements and FOFI, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities law.

Specified Financial Measures

This press release uses various specified financial measures (as such terms are defined in National Instrument 52-112 – Non-GAAP Disclosure and Other Financial Measures Disclosure (“NI 51-112”)) including “non-GAAP financial measures”, “non-GAAP ratios”, “capital management measures” and “supplementary financial measures” (as such terms are defined in NI 51-112), which are described in further detail below. Management believes that the presentation of these non-GAAP measures provides useful information to investors and shareholders as the measures provide increased transparency and the ability to better analyze performance against prior periods on a comparable basis.

(1) Non-GAAP financial measures

NI 52-112 defines a non-GAAP financial measure as a financial measure that: (i) depicts the historical or expected future financial performance, financial position or cash flow of an entity; (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity; (iii) is not disclosed in the financial statements of the entity; and (iv) is not a ratio, fraction, percentage or similar representation.

These non-GAAP financial measures are not standardized financial measures under IFRS Accounting Standards and might not be comparable to similar measures presented by other companies where similar terminology is used. Investors are cautioned that these measures should not be construed as alternatives to or more meaningful than the most directly comparable GAAP measures as indicators of NuVista’s performance. Set forth below are descriptions of the non-GAAP financial measures used in this press release.

Free adjusted funds flow

Free adjusted funds flow is adjusted funds flow less net capital expenditures, power generation expenditures, and asset retirement expenditures. Each of the components of free adjusted funds flow are non-GAAP financial measures. Please refer to disclosures under the headings “Capital management measures” and “Net capital expenditures” for a description of each component of free adjusted funds flow. Management uses free adjusted funds flow as a measure of the efficiency and liquidity of its business, measuring its funds available for additional capital allocation to manage debt levels and return capital to shareholders through its NCIB program and/or dividend payments. By removing the impact of current period net capital and asset retirement expenditures, management believes this measure provides an indication of the funds NuVista has available for future capital allocation decisions.

The following table sets out our free adjusted funds flow compared to the most directly comparable GAAP measure of cash provided by operating activities less cash used in investing activities for the applicable periods:

	Three months ended March 31
($ thousands)	2025		2024
Cash provided by operating activities	232,663		147,893
Cash used in investing activities	(178,028	)	(166,027	)
Excess cash provided by operating activities over cash used in investing activities	54,635		(18,134	)

Adjusted funds flow	191,886		135,413
Net capital expenditures	(153,411	)	(187,856	)
Power generation expenditures	—		(1,680	)
Asset retirement expenditures	(3,480	)	(6,450	)
Free adjusted funds flow	34,995		(60,573	)

Net Capital expenditures

Net capital expenditures are equal to cash used in investing activities, excluding changes in non-cash working capital, other asset expenditures, and power generation expenditures. The Company includes funds used for property acquisitions or proceeds from property dispositions within net capital expenditures as these transactions are part of its development plans. NuVista considers net capital expenditures to represent its organic capital program inclusive of capital spending for acquisition and disposition proposes and a useful measure of cash flow used for capital reinvestment. There were no differences between capital expenditures and net capital expenditures for the three months ended March 31, 2025, and March 31, 2024, as NuVista did not complete any property acquisitions or dispositions during these periods.

The following table provides a reconciliation between the non-GAAP measure of net capital expenditures to the most directly comparable GAAP measure of cash used in investing activities for the applicable periods:

	Three months ended March 31
($ thousands)	2025		2024
Cash used in investing activities	(178,028	)	(166,027	)
Changes in non-cash working capital	(398	)	(23,509	)
Other asset expenditures	25,015		—
Power generation expenditures	—		1,680
Net capital expenditures	(153,411	)	(187,856	)

The following table provides a breakdown of net capital expenditures and power generation expenditures by category for the applicable periods:

	Three months ended March 31
($ thousands, except % amounts)	2025	% of total	2024	% of total
Land and retention costs	—	—	964	—
Geological and geophysical	363	—	185	—
Drilling and completion	131,494	86	128,965	69
Facilities and equipment	19,720	13	56,101	30
Corporate and other	1,834	1	1,641	1
Net capital expenditures	153,411		187,856
Power generation expenditures	—		1,680

(2) Non-GAAP ratios

NI 52-112 defines a non-GAAP ratio as a financial measure that: (i) is in the form of a ratio, fraction, percentage or similar representation; (ii) has a non-GAAP financial measure as one or more of its components; and (iii) is not disclosed in the financial statements of the entity. Set forth below is a description of the non-GAAP ratios used in this MD&A.

These non-GAAP ratios are not standardized financial measures under IFRS Accounting Standards and might not be comparable to similar measures presented by other companies where similar terminology is used. Investors are cautioned that these ratios should not be construed as alternatives to or more meaningful than the most directly comparable IFRS Accounting Standards measures as indicators of NuVista’s performance.

Per Boe disclosures for petroleum and natural gas revenues, realized gains/losses on financial derivatives, royalties, transportation expense, G&A expense, financing costs, and DD&A expense are non-GAAP ratios that are calculated by dividing each of these respective GAAP measures by NuVista’s total production volumes for the period.

Non-GAAP ratios presented on a “per Boe” basis may also be considered to be supplementary financial measures (as such term is defined in NI 51-112).

Operating netback and corporate netback (“netbacks”), per Boe NuVista calculated netbacks per Boe by dividing the netbacks by total production volumes sold in the period. Each of operating netback and corporate netback are non-GAAP financial measures. Operating netback is calculated as petroleum and natural gas revenues, realized financial derivative gains/losses and other income, less royalties, transportation expense and net operating expense. Corporate netback is operating netback less general and administrative expense, cash share-based compensation expense (recovery), financing costs excluding accretion expense, and current income tax expense (recovery).
Management believes both operating and corporate netbacks are key industry benchmarks and measures of operating performance for NuVista that assists management and investors in assessing NuVista’s profitability, and are commonly used by other petroleum and natural gas producers. The measurement on a Boe basis assists management and investors with evaluating NuVista’s operating performance on a comparable basis.

Net operating expense, per BoeNuVista calculated net operating expense per Boe by dividing net operating expense by NuVista’s production volumes for the period.
Management believes that net operating expense, calculated as gross operating expense less processing income and other recoveries, which are included in NuVista’s statements of earnings, is a meaningful measure for investors to understand the net impact of the Company’s operating activities. The measurement on a Boe basis assists management and investors with evaluating NuVista’s operating performance on a comparable basis.

(3) Capital management measures

NI 52-112 defines a capital management measure as a financial measure that: (i) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital; (ii) is not a component of a line item disclosed in the primary financial statements of the entity; (iii) is disclosed in the notes to the financial statements of the entity; and (iv) is not disclosed in the primary financial statements of the entity.

NuVista has defined net debt, adjusted funds flow, and net debt to annualized fourth quarter adjusted funds flow ratio as capital management measures used by the Company in this press release.

Adjusted funds flow

NuVista considers adjusted funds flow to be a key measure that provides a more comprehensive view of the company’s ability to generate cash flow necessary for financing capital expenditures, meeting asset retirement obligations, and fulfilling its financial commitments. Adjusted funds flow is calculated by adjusting cash flow from operating activities to exclude changes in non-cash working capital and asset retirement expenditures. Management believes these elements are subject to timing variations in collection, payment, and occurrence. By excluding them, management is able to provide a more meaningful performance measure of NuVista’s ongoing operations. Specifically, expenditures on asset retirement obligations may fluctuate depending on the company’s capital programs and the maturity of its operating areas, while environmental remediation recovery is tied to an infrequent incident that management does not expect to recur regularly. The settlement of asset retirement obligations is managed through NuVista’s capital budgeting process, which incorporates the available adjusted funds flow.

A reconciliation of adjusted funds flow is presented in the following table:

	Three months ended March 31
		2025		2024
Cash provided by operating activities	$	232,663	$	147,893
Asset retirement expenditures		3,480		6,450
Change in non-cash working capital	(44,257)		(18,930)
Adjusted funds flow	$	191,886	$	135,413

Net debt is used by management to provide a more comprehensive understanding of NuVista’s capital structure and to assess the company’s liquidity. NuVista calculates net debt by considering cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, long-term debt (the credit facility), senior unsecured notes, and other liabilities. Management uses total market capitalization and the ratio of net debt to annualized adjusted funds flow for the current quarter to analyze balance sheet strength and liquidity.

The following is a summary of total market capitalization, net debt and net debt to annualized current quarter adjusted funds flow:

	March 31, 2025		December 31, 2024
Basic common shares outstanding (thousands of shares)		200,664		203,701
Share price⁽¹⁾	$	13.60	$	13.82
Total market capitalization	$	2,729,030	$	2,815,148
Cash and cash equivalents	$	(2,677)	$	—
Accounts receivable and other		(135,657)		(132,538)
Prepaid expenses		(47,985)		(45,584)
Accounts payable and accrued liabilities		256,804		206,862
Current portion of other liabilities		16,907		18,351
Long-term debt		—		5,353
Senior unsecured notes		163,698		163,258
Other liabilities		16,478		16,801
Net debt	$	267,568	$	232,503
Annualized current quarter adjusted funds flow	$	767,544	$	548,236
Net debt to annualized current quarter adjusted funds flow		0.3		0.4

⁽¹⁾ Represents the closing share price on the TSX on the last trading day of the period.

(4) Supplementary financial measures

This press release may contain certain supplementary financial measures. NI 52-112 defines a supplementary financial measure as a financial measure that: (i) is intended to be disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of an entity; (ii) is not disclosed in the financial statements of the entity; (iii) is not a non-GAAP financial measure; and (iv) is not a non-GAAP ratio.

NuVista calculates “adjusted funds flow per share” by dividing adjusted funds flow for a period by the number of weighted average common shares of NuVista for the specified period by dividing operating netback for a period by the number of weighted average common shares of NuVista for the specified period.

FOR FURTHER INFORMATION CONTACT:

Mike J. Lawford	Ivan J. Condic
President and CEO	VP, Finance and CFO
(403) 538-1936	(403) 538-1945

The MIL Network –

May 9, 2025

MIL-OSI: ECN Capital Reports US$0.03 in Adjusted Net Income per Common Share in Q1-2025

Source: GlobeNewswire (MIL-OSI)

TORONTO, May 08, 2025 (GLOBE NEWSWIRE) — ECN Capital Corp. (TSX: ECN) (“ECN Capital” or the “Company”) today reported financial results for the three-month period ended March 31, 2025.

For the three-month period ended March 31, 2025, ECN Capital reported Adjusted net income (loss) applicable to common shareholders of $7.2 million or $0.03 per share (basic) versus $4.4 million or $0.02 per share (basic) for the previous three-month period and ($0.3) million or $0.00 per share (basic) for the prior year comparable period.

“Our strong Q1 results, with adjusted net income at the top end of guidance, highlight ECN’s strength and resilience, even in the face of market volatility,” said Steven Hudson, CEO of ECN Capital Corp.

Originations for the three-month period ended March 31, 2025 were $538.2 million, versus $547.6 million in the previous three-month period and $468.4 million for the prior year comparable period. Originations for the three-month period ended March 31, 2025 include $332.8 million of originations from our Manufactured Housing Finance segment and $205.4 million of originations from our Recreational Vehicle and Marine Finance segment.

Managed Assets as at March 31, 2025 were $7.2 billion versus $6.9 billion as at December 31, 2024 and $5.2 billion as at March 31, 2024.

Adjusted EBITDA for the three-month period ended March 31, 2025 was $25.5 million versus $24.1 million for the previous three-month period and $21.8 million for the prior year comparable period.

Operating Expenses for the three-month period ended March 31, 2025 were $29.4 million versus $31.2 million for the previous three-month period and $27.8 million for the prior year comparable period.

Net loss attributable to common shareholders for the three-month period ended March 31, 2025 was ($2.5) million versus ($3.9) million for the previous three-month period and ($8.5) million for the prior year comparable period.

Dividends Declared

The Company’s Board of Directors has authorized and declared a quarterly dividend of C$0.01 per outstanding common share to be paid on June 30, 2025 to shareholders of record at the close of business on June 13, 2025. These dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).

The Company’s Board of Directors has authorized and declared a quarterly dividend of C$0.4960625 per outstanding Cumulative 5-Year Rate Reset Preferred Share, Series C (TSX: ECN.PR.C) to be paid on June 30, 2025 to shareholders of record on the close of business on June 13, 2025. These dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).

The Company’s Board of Directors has authorized and declared a semi-annual dividend of C$0.0603 per outstanding Mandatory Convertible Preferred Share, Series E to be paid on June 30, 2025 to shareholders of record on the close of business on June 13, 2025. These dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).

Webcast

The Company will host an analyst briefing to discuss these results commencing at 5:30 PM (ET) on Thursday, May 8, 2025. The call can be accessed as follows:

A telephone replay of the conference call may also be accessed until June 8, 2025, by dialing 1-800-645-7964 and entering the passcode 5036#.

Non-IFRS Measures

The Company’s interim unaudited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and the accounting policies we adopted in accordance with IFRS.

The Company believes that certain Non-IFRS Measures can be useful to investors because they provide a means by which investors can evaluate the Company’s underlying key drivers and operating performance of the business, exclusive of certain adjustments and activities that investors may consider to be unrelated to the underlying economic performance of the business of a given period. Throughout this news release, management uses a number of terms and ratios which do not have a standardized meaning under IFRS and are unlikely to be comparable to similar measures presented by other organizations, including adjusted EBITDA, adjusted net income, adjusted net income per common share and managed assets. A full description of these measures, along with a reconciliation to the most directly comparable IFRS measure, where applicable, can be found in the Management Discussion & Analysis (“MD&A”) that accompanies ECN Capital’s financial statements for the three-month period ended March 31, 2025.

ECN Capital’s MD&A for the three-month period ended March 31, 2025 has been filed on SEDAR+ (www.sedarplus.com) and is available under the investor section of the Company’s website (www.ecncapitalcorp.com).

About ECN Capital Corp.

With managed assets of US$7.2 billion, ECN Capital Corp. (TSX: ECN) is a leading provider of business services to North American-based institutional investor, insurance company, pension plan, bank and credit union partners (collectively, its “Partners”). ECN Capital originates, manages and advises on credit assets on behalf of its Partners, specifically consumer (manufactured housing and recreational vehicle and marine) loans and commercial (floorplan and rental) loans. Its Partners are seeking high-quality assets to match with their deposits, term insurance or other liabilities. These services are offered through two operating segments: (i) Manufactured Housing Finance, and (ii) Recreational Vehicle and Marine Finance.

Contact

Forward-looking Statements

This news release includes forward-looking statements regarding ECN Capital and its business. Such statements are based on the current expectations and views of future events of ECN Capital’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Forward-looking statements in this news release include those relating to the future financial and operating performance of ECN Capital, the strategic advantages, business plans and future opportunities of ECN Capital and the ability of ECN Capital to access adequate funding sources, identify and execute on acquisition opportunities and transition to an asset management business. The forward-looking events and circumstances discussed in this news release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting ECN Capital, including risks regarding the finance industry, economic factors, and many other factors beyond the control of ECN Capital. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. A discussion of the material risks and assumptions associated with this outlook can be found in ECN Capital’s MD&A for the three-month period ended March 31, 2025 and ECN Capital’s 2024 Annual Information Form dated February 27, 2025 for the year ended December 31, 2024 which have been filed on SEDAR+ and can be accessed at www.sedarplus.com. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and ECN Capital does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

The MIL Network –

May 9, 2025

MIL-OSI: Firm Capital Property Trust Reports Q1/2025 Results

Source: GlobeNewswire (MIL-OSI)

TORONTO, May 08, 2025 (GLOBE NEWSWIRE) — Firm Capital Property Trust (“FCPT” or the “Trust”), (TSX: FCD.UN) is pleased to report its financial results for the three months ended March 31, 2025.

PROPERTY PORTFOLIO HIGHLIGHTS
The portfolio consists of 64 commercial properties with a total gross leasable area (“GLA”) of 2,513,445 square feet, five multi-residential complexes comprised of 599 units and four Manufactured Home Communities comprised of 537 units. The portfolio is well diversified and defensive in terms of geographies and property asset types, with 51% of NOI (43% of asset value) comprised of grocery anchored retail followed by industrial at 25% of NOI (30% of asset value). In addition, the portfolio is well diversified in terms of geographies with 37% of NOI (40% of asset value) comprised of assets located in Ontario, followed by Quebec at 36% of NOI (33% of asset value).

TENANT DIVERSIFICATION
The portfolio is well diversified by tenant profile with no tenant currently accounting for more than 12.9% of total net rent. Further, the top 10 tenants are comprised of large national tenants and account for 32.2% of total net rent.

MANAGEABLE MORTGAGE MATURITY PROFILE GOING INTO 2025 AND 2026
The Trust was able to refinance or repay in full all 2024 mortgage maturities. Going forward, the Trust has only $13.2 million and $41.9 million or 4.3% and 13.8% of its total outstanding mortgages coming due in 2025 and 2026, respectively. Senior management is currently in active discussions with its lenders regarding the 2025 maturities and does not anticipate any refinancing issues to occur.

Q1/2025 HIGHLIGHTS

Key highlights for the three months ended March 31, 2025 are as follows:

Adjusted Funds From Operations (“AFFO”) was approximately $4.3 million, a 3% decrease than the same period in 2024;
AFFO per Unit for Q1/2025 decreased 2% to $0.117 over Q1/2024.
AFFO Payout ratio increased to 111% for Q1/2025 from 108% over the same period in 2024;
Net income was approximately $4.4 million, compared to income of $9.9 million recorded for the same period in 2024;
$7.82 Net Asset Value (“NAV”) per Unit, a 3% increase from Q1/2024;
Net Operating Income (“NOI”) was approximately $9.4 million, a 1.5% increase from the same period in 2024;
Same Property NOI increased 1.1% over Q1/2024;
Commercial occupancy was 93.4%, Multi-Residential occupancy was 96.1% while Manufactured Homes Communities occupancy was 99.8%;
Conservative leverage profile with Debt / Gross Book Value (“GBV”) at 50.8%; and
The Trust declared and approved monthly distributions in the amount of $0.04333 per Trust Unit for Unitholders of record on July 31, 2025, August 29, 2025 and September 30, 2025, payable on or about August 15, 2025, September 15, 2025, and October 15, 2025, respectively.

See chart below for additional information:

	Three Months Ended
	Mar 31, 2025		Mar 31, 2024		Change
Rental Revenue	$15,533,650			$15,013,173	3%
NOI – IFRS Basis		9,408,346		9,271,592	1%
NOI – Cash Basis		9,566,843		9,414,912	2%
Same-Property NOI		9,376,064		9,269,833	1%
Net Income (loss)		4,412,482		9,884,839	(55%)
FFO		4,348,260		4,552,640	(4%)
AFFO		4,325,706		4,444,140	(3%)

Total Assets		646,292,657		639,407,795	1%
Total Mortgages		303,520,810		307,886,051	(1%)
Credit Facility		25,000,000		24,300,000	3%

Unitholders’ Equity		305,992,410		296,777,652	3%
Units Outstanding (000s)		36,926		36,926	0%

FFO Per Unit	$0.118			$0.123	(4%)
AFFO Per Unit	$0.117			$0.120	(2%)
Distributions Per Unit	$0.130			$0.130	0%

FFO Payout Ratio		110%		105%	540 bps
AFFO Payout Ratio		111%		108%	297 bps
Wtd. Avg. Int. Rate – Mort. Debt		4.2%		3.9%	30 bps
Debt to GBV		51%		52%	(117) bps

GLA – Commercial, SF		2,513,445		2,545,858	(1%)
Units – Multi-Res		599		599	0%
Units – MHCs		537		537	0%

Occupancy – Commercial		93.4%		95.2%	(180) bps
Occupancy – Multi-Res		96.1%		99.1%	(300) bps
Occupancy MHCs		99.8%		100.0%	(20) bps

Rent PSF – Retail	$19.01			$18.96	0%
Rent PSF – Industrial	$9.27			$8.33	11%
Rent per month – Multi-Res	$1,626			$1,448	12%
Rent per month – MHCs	$678			$624	9%

For the complete financial statements, Management’s Discussion & Analysis and supplementary information, please visit www.sedar.com or the Trust’s website at www.firmcapital.com

DISTRIBUTION REINVESTMENT PLAN & UNIT PURCHASE PLAN
The Trust has in place a Distribution Reinvestment Plan (“DRIP”) and Unit Purchase Plan (the “UPP”). Under the terms of the DRIP, FCPT’s Unitholders may elect to automatically reinvest all or a portion of their regular monthly distributions in additional Units, without incurring brokerage fees or commissions. Under the terms of the UPP, FCPT’s Unitholders may purchase a minimum of $1,000 of Units per month and maximum purchases of up to $12,000 per annum. Management and trustees have not participated in the DRIP or UPP to date and own or control approximately 10% of the issued and outstanding trust units of the Trust.

ABOUT FIRM CAPITAL PROPERTY TRUST (TSX : FCD.UN)
Firm Capital Property Trust is focused on creating long-term value for Unitholders, through capital preservation and disciplined investing to achieve stable distributable income. In partnership with management and industry leaders. The Trust’s plan is to own as well as to co-own a diversified property portfolio of multi-residential, flex industrial, and net lease convenience retail. In addition to stand alone accretive acquisitions, the Trust will make joint acquisitions with strong financial partners and acquisitions of partial interests from existing ownership groups, in a manner that provides liquidity to those selling owners and professional management for those remaining as partners. Firm Capital Realty Partners Inc., through a structure focused on an alignment of interests with the Trust sources, syndicates and property and asset manages investments on behalf of the Trust.

FORWARD LOOKING INFORMATION

This press release may contain forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, and by discussions of strategies that involve risks and uncertainties. The forward-looking statements are based on certain key expectations and assumptions made by the Trust. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Although management of the Trust believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that future results, levels of activity, performance or achievements will occur as anticipated. Neither the Trust nor any other person assumes responsibility for the accuracy and completeness of any forward-looking statements, and no one has any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or such other factors which affect this information, except as required by law.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, which may be made only by means of a prospectus, nor shall there be any sale of the Units in any state, province or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under securities laws of any such state, province or other jurisdiction. The Units of the Firm Capital Property Trust have not been, and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold or delivered in the United States absent registration or an application for exemption from the registration requirements of U.S. securities laws.

Certain financial information presented in this press release reflect certain non- International Financial Reporting Standards (“IFRS”) financial measures, which include NOI, Same Store NOI, FFO and AFFO. These measures are commonly used by real estate investment entities as useful metrics for measuring performance and cash flows, however, they do not have standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other real estate investment entities. These terms are defined in the Trust’s Management Discussion and Analysis (“MD&A”) for the year ended December 31, 2024 as filed on www.sedar.com.

For further information, please contact:

Robert McKee		Sandy Poklar
President & Chief Executive Officer		Chief Financial Officer
(416) 635-0221		(416) 635-0221

For Investor Relations information, please contact:

Victoria Moayedi
Director, Investor Relations
(416) 635-0221

The MIL Network –

May 9, 2025

MIL-OSI: Fireweed Announces $45 Million Financing
Source: GlobeNewswire (MIL-OSI)

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, May 08, 2025 (GLOBE NEWSWIRE) — FIREWEED METALS CORP. (“Fireweed” or the “Company”) (TSXV: FWZ; OTCQX: FWEDF), is pleased to announce a brokered and non-brokered financing for up to $45 million from strategic and other investors, including the Lundin Family Trusts, to advance exploration and development activities at the Company’s Macpass, Mactung, Gayna and NCIIP projects located in northern Canada.

Brokered Private Placement

The Company is pleased to announce that it has entered into an agreement with Ventum Financial Corp. as co-lead agent and bookrunner, alongside Haywood Securities Inc, as co-lead agent, on behalf of a syndicate of agents (together the “Agents”), pursuant to which the Company will undertake a brokered private placement to raise aggregate gross proceeds of up to $35,002,090 (the “Brokered Offering”).

The Brokered Offering will consist of:
- 10,753,000 critical mineral charity flow-through common shares (“CM FT Shares”) of the Company at a price of $2.79 per CM FT Share.
- 1,946,000 non-critical mineral charity flow-through common shares (“NCM FT Shares”) of the Company at a price of $2.57 per NCM FT Share.
The proceeds from the Brokered Offering will be used for exploration and development of the Company’s projects in northern Canada. The aggregate gross proceeds raised from the NCM FT Shares (the “NCM Commitment Amount”) will be used before on or before December 31, 2026, for general exploration expenditures which will constitute Canadian exploration expenses (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”)) and “flow-through mining expenditures” under the Tax Act (the “NCM Qualifying Expenditures”). The aggregate gross proceeds raised from the CM FT Shares (the “CM Commitment Amount”) will be used on or before December 31, 2026 for general exploration expenditures which will constitute Canadian exploration expenses (within the meaning of subsection 66(15) of the Tax Act and as “flow-through critical mineral mining expenditures” within the meaning of the Tax Act (the “CM Qualifying Expenditures” and NCM Qualifying Expenditures are referred to collectively as “Qualifying Expenditures”).

The Brokered Offering is expected to close on or about May 28, 2025, and is subject to certain customary conditions, including, but not limited to, the execution of an agency agreement and the receipt of all necessary regulatory approvals and approval of the TSX Venture Exchange.

The securities issued pursuant to the Brokered Offering shall be subject to a four-month plus one day hold period commencing on the day of the closing of the Brokered Offering under applicable Canadian securities laws. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Non-Brokered Private Placement

Concurrently with the Brokered Offering, the Company will conduct a non-brokered private placement to raise up to $10 million (the “Non-Brokered Offering”). The Lundin Family Trusts (as defined below) have indicated their intention of subscribing in the Non-Brokered Offering.

The Non-Brokered Offering will consist of:
- 5,555,600 common shares (“Shares”) of the Company at a price of $1.80 per Share.
The proceeds from the Non-Brokered Offering will be used for exploration and development of the Company’s projects in northern Canada as well as for working capital and general corporate purposes.

Trusts settled by the late Adolf H. Lundin (the “Lundin Family Trust”) have indicated their intention to participate in the Non-Brokered Offering. Any such participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as a private entity controlled by the Lundin Family Trusts currently holds more than 10% of the Company’s outstanding shares. Such participation will be exempt from the formal valuation and minority shareholder approval requirements under Sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities acquired by the insiders, nor the consideration for the securities paid by such insiders, will exceed 25% of the Company’s market capitalization.

The Company expects that participation in the Non-Brokered Offering by the Lundin Family Trusts will require approval of the disinterested shareholders of the Company pursuant to Policy 4.1 of the TSXV Corporate Finance Manual. It is anticipated that a special meeting of the Company’s shareholders (the “Special Meeting”) to consider and approve the Lundin Family Trust’s participation in the Non-Brokered Offering will be held in June 2025.

Closing of the Non-Brokered Offering is expected to occur promptly following the Special Meeting, or may occur in tranches, and is subject to other customary closing conditions and receipt of certain regulatory approvals.

Full details of the Non-Brokered Offering will be included in the management information circular and related documents (the “Meeting Materials”) and are expected to be delivered to the Company’s shareholders in May 2025 in connection with the Special Meeting.

The Brokered Offering and Non-Brokered Offering are both subject to customary closing conditions, including approval of the TSXV.

About Fireweed Metals Corp.

Fireweed is an exploration company focused on unlocking value in a new critical metals district located in Northern Canada. Fireweed is 100% owner of the Macpass District, a large and highly prospective 985 km² land package. The Macpass District includes the Macpass zinc-lead-silver project and the Mactung tungsten project. A Lundin Group company, Fireweed is strongly positioned to create meaningful value.

Fireweed trades on the TSX Venture Exchange under the trading symbol “FWZ”, on the OTCQX Best Market under the symbol “FWEDF”, and on the Frankfurt Stock Exchange under the trading symbol “M0G”.

Additional information about Fireweed and its projects can be found on the Company’s website at FireweedMetals.com and at www.sedarplus.com

ON BEHALF OF FIREWEED METALS CORP.

“Ian Gibbs”

CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

Forward Looking Statements

This news release contains “forward-looking” statements and information (“forward-looking statements”). All statements, other than statements of historical facts, included herein, including, without limitation, statements relating to the Brokered Offering and the Non-Brokered Offering, timing thereof, completion and use of proceeds thereof, statements relating to interpretation of drill results, targets for exploration, potential extensions of mineralized zones, geophysical anomalies, future work plans, and the potential of the Company’s projects, are forward looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements are based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management and reflect the beliefs, opinions, and projections on the date the statements are made. Forward-looking statements involve various risks and uncertainties and accordingly, readers are advised not to place undue reliance on forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include but are not limited to, exploration and development risks, unanticipated reclamation expenses, expenditure and financing requirements, general economic conditions, changes in financial markets, the ability to properly and efficiently staff the Company’s operations, the sufficiency of working capital and funding for continued operations, title matters, First Nations relations, operating hazards, political and economic factors, competitive factors, metal prices, relationships with vendors and strategic partners, governmental regulations and oversight, permitting, seasonality and weather, technological change, industry practices, uncertainties involved in the interpretation of drilling results and laboratory tests, and one-time events. The Company assumes no obligation to update forward‐looking statements or beliefs, opinions, projections or other factors, except as required by law.

Contact: Alex Campbell

Phone: +1 (604) 689-7842

Email: info@fireweedmetals.com

The MIL Network –
May 9, 2025

MIL-OSI: VAALCO Energy, Inc. Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, May 08, 2025 (GLOBE NEWSWIRE) — VAALCO Energy, Inc. (NYSE: EGY, LSE: EGY) (“Vaalco” or the “Company”) today reported operational and financial results for the first quarter of 2025.

First Quarter 2025 Highlights and Recent Key Items:

Reported net income of $7.7 million ($0.07 per diluted share), Adjusted Net Income of $6.3 million ($0.06 per diluted share) and Adjusted EBITDAX⁽¹⁾of $57.0 million;
Produced 17,764 net revenue interest (“NRI”)⁽²⁾barrels of oil equivalent per day (“BOEPD”), above the high end of guidance, or 22,402 working interest (“WI”)⁽³⁾BOEPD, toward the high end of guidance;
Sold 19,074 NRI BOEPD, toward the high end of guidance;
Entered into new reserves based revolving credit facility with an initial commitment of $190 million with the ability to grow to $300 million, secured against certain Vaalco assets;
Reduced full year capital expenditure guidance by about 10%, without impacting full year production or sales guidance;
Acquired 70% WI⁽³⁾in and will operate the CI-705 block in offshore Côte D’Ivoire;
Declared quarterly cash dividend of $0.0625 per share of common stock to be paid on June 27, 2025; and
Announced that it will host a Capital Markets Day presentation on Wednesday, May 14, 2025.

(1)	Adjusted EBITDAX, Adjusted Net Income, Adjusted Working Capital and Free Cash Flow are Non-GAAP financial measures and are described and reconciled to the closest GAAP measure in the attached table under “Non-GAAP Financial Measures.”
(2)	All NRI sales and production rates are Vaalco’s working interest volumes less royalty volumes, where applicable.
(3)	All WI production rates and volumes are Vaalco’s working interest volumes, where applicable.

George Maxwell, Vaalco’s Chief Executive Officer commented, “We delivered another successful quarter, once again meeting or exceeding our guidance. Sales for the first quarter were toward the high end of guidance and our NRI production was above the high end of guidance, leading to solid net income of $0.07 per diluted share and Adjusted EBITDAX of $57.0 million. We continue to execute our strategic vision, with multiple accomplishments achieved in the first quarter that lay the foundation for profitable growth in 2025 and beyond. We entered into a new credit facility that will supplement our internally generated cash flow and cash balance to assist in funding our robust organic growth projects. In Côte D’Ivoire, we commenced the FPSO refurbishment project and are preparing for a drilling campaign in 2026 to augment the production and economic life of the Baobab field. In Gabon, we are preparing for the 2025/2026 drilling program which is scheduled to begin in Q3 2025. While we are continuing with these two major projects, we have decided to reduce our capital expenditure budget for 2025 by about 10%. We are delaying discretionary capital spending and are deferring our capital program in Canada. We are doing all of this without impacting production or sales forecasts for 2025 due to the strong performance of our assets in Gabon and Egypt.”

“We believe that we are well positioned to fund the meaningful growth and opportunities that we have planned over the next few years which should lead to even greater growth and value for the remainder of the decade. We look forward to providing additional details at our Capital Markets Day next week describing our diversified asset portfolio and the upside that we believe is available to drive future organic growth.”

Operational Update

Egypt

The start of the 2024 drilling campaign was deferred until late 2024. In Q4 2024, we completed one well. In Q1 2025, we completed an additional five wells. Four of the five wells that were completed in Q1 2025 were brought online and had an average initial production rate for the first 30 days of approximately 135 barrels of oil per day (“BOPD”). The fifth well was brought online in early Q2 2025. In addition to all new wells successfully increasing production levels, new reserves and a new production zone were discovered in the Bakr formation. The Company is reviewing several options to improve flow as the reservoir contains heavier oil.

The Company continues to perform detailed technical reviews of its newly drilled and existing wells while also continuing to work on enhancing production through a series of planned workovers and recompletions.

Canada

In the first half of 2024, Vaalco drilled and completed four 2.75 mile lateral wells in Canada. These wells continue to meet production expectations and the Company is monitoring their longer-term performance for future drilling opportunities. In 2025, Vaalco has decided to defer the drilling of additional wells in Canada to reduce the Company’s overall capital expenditures.

Gabon

The Company secured a drilling rig in December 2024 in conjunction with its 2025/2026 drilling program, which is planned to begin in Q3 2025 to drill multiple development wells, and appraisal or exploration wells, as well as to perform workovers, with options to drill additional wells. Vaalco plans to drill the wells at both the Etame platform and at the Seent platform, and perform a re-drill and several workovers in the Ebouri field to access production and reserves that were previously shut in and removed from proved reserves due to the presence of hydrogen sulfide (“H₂S”).

In Q1 2025, Vaalco conducted an extended flow test on the Ebouri 4-H well to gather information on the H₂S concentrations at this location to aid in equipment design and to evaluate Vaalco’s chemical crude sweetening process. The well has flowed for over four months, and the H₂S concentration is within modeling expectations, demonstrating Vaalco’s ability to treat the oil. The well has provided additional production, with some additional operating costs associated with the chemical treatment, adding to the Company’s strong first quarter results.

Côte d’Ivoire

As part of the planned dry dock refurbishment, the Baobab Floating Production Storage and Offloading vessel (“FPSO”) ceased hydrocarbon production on January 31, 2025 and the final lifting of crude oil from the FPSO took place in February 2025. The vessel departed from the field in late March 2025 and is now currently under tow to the shipyard in Dubai for the refurbishment. Significant development drilling is expected to begin in 2026 after the FPSO is expected to return to service with potential meaningful additions to production from the main Baobab field in CI-40, as well as a potential future development of the Kossipo field, which is also on the license.

In March 2025, Vaalco announced that it had farmed into the CI-705 block offshore Côte d’Ivoire. Vaalco is the operator of the block with a 70% WI and a 100% paying interest through a commercial carry arrangement and is partnering with Ivory Coast Exploration Oil & Gas SAS and PETROCI. The CI-705 block is located in the prolific Tano basin and is approximately 70 kilometers (“km”) to the west of Vaalco’s CI-40 Block, where the Baobab and Kossipo oil fields are located, and 60 km west of ENI’s recent Calao discovery. Block CI-705 covers approximately 2,300 km² and is lightly explored with three wells drilled to date on the block. The water depth across the block ranges from zero to 2,500 meters. Vaalco has invested $3 million to acquire its interest in the new block, which it believes has significant prospectivity.

Financial Update – First Quarter of 2025

Vaalco reported net income of $7.7 million ($0.07 per diluted share) for Q1 2025, which was down 34% compared with net income of $11.7 million ($0.11 per diluted share) in Q4 2024 and up modestly compared to $7.7 million ($0.07 per diluted share) in Q1 2024. The decrease in earnings compared with Q4 2024 was driven by lower sales volume in Q1 2025 of 1,717 MBOE compared to a sales volume of 1,872 MBOE in Q4 2024 and higher production expense, partially offset by lower depreciation, depletion and amortization (“DD&A”) and lower income tax expense.

Adjusted EBITDAX totaled $57.0 million in Q1 2025, a 25% decrease from $76.2 million in Q4 2024. The decrease was primarily due to lower sales volumes and higher production expense. Adjusted EBITDAX was down 8% from $61.7 million generated in Q1 2024.

Quarterly Summary – Sales and Net Revenue
$ in thousands	Three Months Ended March 31, 2025														Three Months Ended December 31, 2024
	Gabon			Egypt			Canada			Côte d’Ivoire		Total			Gabon			Egypt			Canada			Côte d’Ivoire		Total
Oil Sales		59,864			57,656			5,325			18,042	$	140,887			54,172			59,010			6,685			28,045	$	147,912
NGL Sales		—			—			1,808			—		1,808			—			—			1,965			—		1,965
Gas Sales		—			—			636			—		636			—			—			421			—		421
Gross Sales		59,864			57,656			7,769			18,042		143,331			54,172			59,010			9,071			28,045		150,298

Selling Costs & Carried Interest		—			(149	)		(232	)		—		(381	)		450			(130	)		(319	)		—		1
Royalties & Taxes		(7,677	)		(23,587	)		(1,357	)		—		(32,621	)		(7,455	)		(19,899	)		(1,224	)		—		(28,578	)

Net Revenue		52,187			33,920			6,180			18,042		110,329			47,167			38,981			7,528			28,045		121,721

Oil Sales MMB (working interest)		757			920			80			238		1,995			733			923			99			379		2,134
Average Oil Price Received	$	79.09		$	62.49		$	66.17		$	75.87	$	70.61		$	73.92		$	63.92		$	67.68		$	73.90	$	69.30
Change													2	%
Average Brent Price												$	75.87													$	74.66
Change													2	%

Gas Sales MMCF (working interest)		—			—			413			—		413			—			—			431			—		431
Average Gas Price Received		—			—		$	1.54			—	$	1.54			—			—		$	0.98			—	$	0.98
Change													57	%
Average Aeco Price ($USD)		—			—		$	1.43			—	$	1.43			—			—		$	1.36			—	$	1.36
Change													5	%

NGL Sales MMB (working interest)		—			—			69			—		69			—			—			75			—		75
Average Liquids Price Received		—			—		$	26.39			—	$	26.39			—			—		$	26.22			—	$	26.22
Change													1	%


Revenue and Sales	Q1 2025		Q1 2024		% Change Q1 2025 vs. Q1 2024		Q4 2024		% Change Q1 2025 vs. Q4 2024
Production (NRI BOEPD)		17,764		16,848	5	%		20,775	(14	%)
Sales (NRI BOE)		1,717,000		1,490,000	15	%		1,872,000	(8	%)
Realized commodity price ($/BOE)	$	64.27	$	66.43	(3	%)	$	64.77	(1)%
Commodity (Per BOE including realized commodity derivatives)	$	64.34	$	66.41	(3	%)	$	64.48	—	%
Total commodity sales ($MM)	$	110.3	$	100.2	10	%	$	121.7	(9	%)

In Q1 2025, Vaalco had a net revenue decrease of $11.4 million or 9% compared to Q4 2024 as total NRI sales volumes of 1,717 MBOE was 8% lower than the Q4 2024 volumes of 1,872 MBOE but was 15% higher compared to 1,490 MBOE for Q1 2024, primarily due to production from the Cote d’Ivoire assets acquired in April 2024. Q1 2025 NRI sales were toward the high end of Vaalco’s guidance.

Costs and Expenses	Q1 2025			Q1 2024			% Change Q1 2025 vs. Q1 2024		Q4 2024			% Change Q1 2025 vs. Q4 2024
Production expense, excluding offshore workovers and stock comp ($MM)	$	44.7		$	32.1		39	%	$	36.5		23	%
Production expense, excluding offshore workovers ($/BOE)	$	26.08		$	21.58		21	%	$	19.52		34	%
Offshore workover expense ($MM)	$	—		$	(0.1	)	—	%	$	0.1		—	%
Depreciation, depletion and amortization ($MM)	$	30.3		$	25.8		17	%	$	37.0		(18	%)
Depreciation, depletion and amortization ($/BOE)	$	17.65		$	17.30		2	%	$	19.79		(11	%)
General and administrative expense, excluding stock-based compensation ($MM)	$	7.8		$	5.9		31	%	$	7.1		9	%
General and administrative expense, excluding stock-based compensation ($/BOE)	$	4.51		$	3.90		16	%	$	3.80		19	%
Stock-based compensation expense ($MM)	$	1.4		$	0.9		50	%	$	1.4		(3	%)
Current income tax expense (benefit) ($MM)	$	17.7		$	25.7		(31	%)	$	26.2		(32)%
Deferred income tax expense (benefit) ($MM)	$	(1.6	)	$	(3.4	)	(53	%)	$	(9.0	)	(82	%)

Total production expense (excluding offshore workovers and stock compensation) of $44.7 million in Q1 2025 increased by 23% compared to Q4 2024 and 39% compared to Q1 2024. The increase in Q1 2025 compared to Q1 2024 was primarily driven by higher expenses in Gabon related to government audit settlements of approximately $4.7 million (net to Vaalco), additional chemical costs associated with the H₂S treatment and to the increased sales associated with the purchase of the Côte d’Ivoire asset. The increase in Q1 2025 compared to Q4 2024 was driven by higher expenses in Gabon related to the government audit settlements and higher chemical costs.

DD&A expense for Q1 2025 was $30.3 million which was lower than $37.0 million in Q4 2024 and higher than $25.8 million in Q1 2024. The decrease in Q1 2025 DD&A expense compared to Q4 2024 is due primarily to the impact of the year end 2024 depletion adjustments based on the year end reserve reports. The increase in Q1 2025 DD&A expense compared to Q1 2024 is due to higher depletable costs in Côte d’Ivoire partially offset by lower depletable costs in Gabon, Egypt, and Canada.

General and administrative (“G&A”) expense, excluding stock-based compensation, increased slightly to $7.8 million in Q1 2025 from $7.1 million in Q4 2024 and increased from $5.9 million in Q1 2024. The increase in G&A expenses compared to Q1 2024 was primarily due to higher professional service fees, salaries and wages, and accounting and legal fees. Q1 2025 cash G&A was within the Company’s guidance.

Non-cash stock-based compensation expense was $1.4 million for Q1 2025 compared to $0.9 million for Q1 2024. Non-cash stock-based compensation expense for Q4 2024 was $1.4 million.

Other income (expense), net, was an expense of $2.4 million for Q1 2025, compared to an expense of $2.3 million during Q1 2024 and an expense of $9.7 million for Q4 2024. Other income (expense), net, normally consists of foreign currency losses and interest expense, net. Also in Q4 2024, the Company recorded a reduction in the bargain purchase gain of $6.4 million as a result of the change in fair value estimates of the net assets acquired in the Svenska acquisition.

Income tax expense (benefit) was an expense for Q1 2025 of $16.1 million and is comprised of current expense of $17.7 million and deferred tax benefit of $1.6 million. In Q1 2024, income tax expense was $22.3 million and is comprised of current expense of $25.7 million and deferred tax benefit of $3.4 million. Q4 2024 income tax expense was $17.2 million, and is comprised of current tax expense of $26.2 million and deferred tax benefit of $9.0 million.

Taxes paid by jurisdiction are as follows:

(in thousands)

Gabon

Egypt

Canada

Equatorial Guinea

Cote d’Ivoire

Corporate and Other

Total

Cash/In Kind Taxes Paid:

Three months ended March 31, 2025

30,253

6,953

—

790

—

37,996

Capital Investments/Balance Sheet

For the first quarter of 2025, net capital expenditures totaled $58.5 million on a cash basis and $51.3 million on an accrual basis. These expenditures were primarily related to costs associated with project costs and long lead items for Gabon and Côte d’Ivoire and the development drilling program in Egypt.

At the end of the first quarter of 2025, Vaalco had an unrestricted cash balance of $40.9 million. Working capital at March 31, 2025 was $23.2 million compared with $56.2 million at December 31, 2024, while Adjusted Working Capital at March 31, 2025 totaled $40.4 million.

In March 2025, Vaalco entered into a new reserves based revolving credit facility (the “new facility”) with an initial commitment of $190 million and the ability to grow to $300 million, led by The Standard Bank of South Africa Limited, Isle of Man Branch with other participating banks and financial partners. The new facility, which is subject to customary administrative conditional precedents, replaces the Company’s existing undrawn revolving credit facility that was provided by Glencore Energy UK Ltd. The Company arranged the new facility primarily to provide short-term funding that may be needed from time-to-time to supplement its internally generated cash flow and cash balance as it executes its planned investment programs across its diversified asset base over the next few years.

Quarterly Cash Dividend

Vaalco paid a quarterly cash dividend of $0.0625 per share of common stock for the first quarter of 2025 on March 28, 2025. The Company also recently announced its next quarterly cash dividend of $0.0625 per share of common stock for the second quarter of 2025 ($0.25 annualized), to be paid on June 27, 2025 to stockholders of record at the close of business on May 23, 2025. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Vaalco Board of Directors.

Hedging

The Company continued to opportunistically hedge a portion of its expected future production to lock in strong cash flow generation to assist in funding its capital and shareholder return programs.

The following includes hedges remaining in place as of the end of the first quarter of 2025:

Weighted Average Hedge Price ($/Bbl)

Settlement Period

Commodity

Type of Contract

Index

Average Volumes Hedged (Bbl)

Floor

Ceiling

April 2025 – June 2025

Oil

Collars

Dated Brent

70,000

65.00

81.00

July 2025 – September 2025

Oil

Collars

Dated Brent

60,000

65.00

80.00

Subsequent to March 31, 2025, the Company entered into the following additional derivative contracts to cover its future anticipated production:

Settlement Period		Commodity		Type of Contract		Index		Average Volumes Hedged (GJ)^(a)		Weighted Average Hedge Price (CAD/GJ)
May 2025 – October 2025		Natural Gas		Swap		AECO (7A)		114,000		$	2.15

a) One gigajoule (GJ) equals one billion joules (J). A gigajoule of natural gas is approximately 25.5 cubic meters standard conditions.

Settlement Period		Commodity		Type of Contract		Index		Average Volumes Hedged (Bbl)		Weighted Average Hedge Price ($/Bbl)
July 1, 2025 – July 31, 2025		Oil		Swap		Dated Brent		100,000		$	65.45

Capital Markets Day Presentation

Vaalco announced that it will host a Capital Markets Day presentation on Wednesday, May 14, 2025. The presentation will begin at 8 a.m. Central Time (2 p.m. London Time) and is expected to conclude around 10:00 a.m. Central Time. The agenda will include presentations by key members of management on Vaalco’s longer-term vision including growth across its diversified, multi-country asset base.

Participation in the Capital Markets Day is directed to Vaalco’s shareholders, buy side and sell side analysts, as well as large institutional investors and portfolio managers. The session will be web cast live along with related presentation materials through Vaalco’s web site at www.vaalco.com in the “Investors” section of the web site. A replay will be archived on the site shortly after the presentation concludes.

2025 Guidance:

The Company has provided second quarter 2025 guidance and updated its full year 2025 guidance. All of the quarterly and annual guidance is detailed in the tables below.

		FY 2025	Gabon	Egypt	Canada	Côte d’Ivoire
Production (BOEPD)	WI	19250 – 22310	7000 – 8300	9750 – 11100	2200 – 2600	300 – 310
Production (BOEPD)	NRI	14500 – 16710	6200 – 7100	6200 – 7200	1800 – 2100	300 – 310
Sales Volume (BOEPD)	WI	19850 – 22700	7300 – 8300	9750 – 11100	2200 – 2600	600 – 700
Sales Volume (BOEPD)	NRI	14900 – 17200	6300 – 7200	6200 – 7200	1800 – 2100	600 – 700
Production Expense (millions)	WI & NRI	$148.5 – $161.5 MM
Production Expense per BOE	WI	$18.00 – $21.50
Production Expense per BOE	NRI	$24.00 – $28.00
Offshore Workovers (millions)	WI & NRI	$0 – $10 MM
Cash G&A (millions)	WI & NRI	$25.0 – $31.0 MM
CAPEX excluding acquisitions (millions)	WI & NRI	$250 – $300 MM
DD&A ($/BOE)	NRI	$16.00 – $20.00

		Q2 2025	Gabon	Egypt	Canada	Côte d’Ivoire
Production (BOEPD)	WI	20000 – 22100	7800 – 8600	10100 – 11200	2100 – 2300	—
Production (BOEPD)	NRI	15400 – 16800	6800 – 7500	6900 – 7400	1700 – 1900	—
Sales Volume (BOEPD)	WI	22800 – 24900	10600 – 11400	10100 – 11200	2100 – 2300	—
Sales Volume (BOEPD)	NRI	17800 – 19300	9200 – 10000	6900 – 7400	1700 – 1900	—
Production Expense (millions)	WI & NRI	$39.5 – $48.0 MM
Production Expense per BOE	WI	$18.00 – $23.00
Production Expense per BOE	NRI	$23.00 – $29.00
Offshore Workovers (millions)	WI & NRI	$0 – $0 MM
Cash G&A (millions)	WI & NRI	$6.0 – $8.0 MM
CAPEX excluding acquisitions (millions)	WI & NRI	$65 – $85 MM
DD&A ($/BOE)	NRI	$16.00 – $20.00

Conference Call

As previously announced, the Company will hold a conference call to discuss its first quarter 2025 financial and operating results, Friday, May 9, 2025, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time and 3:00 p.m. London Time). Interested parties may participate by dialing (833) 685-0907. Parties in the United Kingdom may participate toll-free by dialing 08082389064 and other international parties may dial (412) 317-5741. Participants should request to be joined to the “Vaalco Energy First Quarter 2025 Conference Call.” This call will also be webcast on Vaalco’s website at www.vaalco.com. An archived audio replay will be available on Vaalco’s website.

A “Q1 2025 Supplemental Information” investor deck will be posted to Vaalco’s website prior to its conference call on May 9, 2025 that includes additional financial and operational information.

About Vaalco

Vaalco, founded in 1985 and incorporated under the laws of Delaware, is a Houston, Texas, USA based, independent energy company with a diverse portfolio of production, development and exploration assets across Gabon, Egypt, Côte d’Ivoire, Equatorial Guinea, Nigeria and Canada.

For Further Information

Vaalco Energy, Inc. (General and Investor Enquiries)	+00 1 713 543 3422
Website:	www.vaalco.com

Al Petrie Advisors (US Investor Relations)	+00 1 713 543 3422
Al Petrie / Chris Delange

Buchanan (UK Financial PR)	+44 (0) 207 466 5000
Ben Romney / Barry Archer	VAALCO@buchanan.uk.com

Forward Looking Statements

This press release includes “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, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws(collectively, “forward-looking statements”). Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,” “may,” “likely,” “plan” and “probably” or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release include, but are not limited to, statements relating to (i) estimates of future drilling, production, sales and costs of acquiring crude oil, natural gas and natural gas liquids; (ii) expectations regarding Vaalco’s ability to effectively integrate assets and properties it has acquired as a result of the Svenska acquisition into its operations; (iii) expectations regarding future exploration and the development, growth and potential of Vaalco’s operations, project pipeline and investments, and schedule and anticipated benefits to be derived therefrom; (iv) expectations regarding future acquisitions, investments or divestitures; (v) expectations of future dividends; (vi) expectations of future balance sheet strength; and (vii) expectations of future equity and enterprise value.

Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: risks relating to any unforeseen liabilities of Vaalco; the ability to generate cash flows that, along with cash on hand, will be sufficient to support operations and cash requirements; risks relating to the timing and costs of completion for scheduled maintenance of the FPSO servicing the Baobab field; and the risks described under the caption “Risk Factors” in Vaalco’s most recent Annual Report on Form 10-K.

Dividends beyond the second quarter of 2025 have not yet been approved or declared by the Board of Directors for Vaalco. The declaration and payment of future dividends remains at the discretion of the Board and will be determined based on Vaalco’s financial results, balance sheet strength, cash and liquidity requirements, future prospects, crude oil and natural gas prices, and other factors deemed relevant by the Board. The Board reserves all powers related to the declaration and payment of dividends. Consequently, in determining the dividend to be declared and paid on Vaalco common stock, the Board may revise or terminate the payment level at any time without prior notice.

Any forward-looking statement made by Vaalco in this press release is based only on information currently available to Vaalco and speaks only as of the date on which it is made. Except as may be required by applicable securities laws, Vaalco undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Other Oil and Gas Advisories

Investors are cautioned when viewing BOEs in isolation. BOE conversion ratio is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalencies described above, utilizing such equivalencies may be incomplete as an indication of value.

Inside Information

This announcement contains inside information as defined in Regulation (EU) No. 596/2014 on market abuse which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”) and is made in accordance with the Company’s obligations under article 17 of MAR. The person responsible for arranging the release of this announcement on behalf of Vaalco is Matthew Powers, Corporate Secretary of Vaalco.

VAALCO ENERGY, INC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

	As of March 31, 2025		As of December 31, 2024
	*(in thousands)*
ASSETS
Current assets:
Cash and cash equivalents	$	40,914	$	82,650
Receivables:
Trade, net of allowances for credit loss and other of $0.2 million and $0.2 million, respectively		120,252		94,778
Accounts with joint venture owners, net of allowance for credit losses of $1.8 million and $1.5 million, respectively		2,847		179
Egypt receivables and other		3,235		35,763
Other current assets		33,590		24,557
Total current assets		200,838		237,927
Crude oil, natural gas and NGLs properties and equipment, net		562,926		538,103
Other noncurrent assets:
Right of use operating lease assets		16,303		17,254
Right of use finance lease assets		78,862		79,849
Deferred tax assets		48,364		55,581
Other long-term assets		19,810		26,236
Total assets	$	927,103	$	954,950
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	177,675	$	181,728
Asset retirement obligations		81,053		78,592
Operating lease liabilities – net of current portion		12,915		13,903
Finance lease liabilities – net of current portion		66,198		67,377
Deferred tax liabilities		85,168		93,904
Other long-term liabilities		—		17,863
Total liabilities		423,009		453,367
Total shareholders’ equity		504,094		501,583
Total liabilities and shareholders’ equity	$	927,103	$	954,950

VAALCO ENERGY, INC AND SUBSIDIARIES
Consolidated Statements of Operations

	Three Months Ended
	March 31, 2025			March 31, 2024			December 31, 2024
	(in thousands except per share amounts)
Revenues:
Crude oil, natural gas and natural gas liquids sales	$	110,329		$	100,155		$	121,721
Operating costs and expenses:
Production expense		44,806			32,089			36,641
Exploration expense		—			48			—
Depreciation, depletion and amortization		30,305			25,824			37,047
Transaction costs related to acquisition		—			1,313			—
General and administrative expense		9,051			6,710			8,454
Credit losses and other		(27	)		1,812			1,082
Total operating costs and expenses		84,135			67,796			83,224
Other operating income, net		—			(166	)		10
Operating income		26,194			32,193			38,507
Other income (expense):
Derivative instruments gain (loss), net		(74	)		(847	)		(365	)
Interest expense, net		(1,295	)		(935	)		(1,092	)
Bargain purchase gain		—			—			(6,366	)
Other income (expense), net		(1,012	)		(487	)		(1,828	)
Total other income (expense), net		(2,381	)		(2,269	)		(9,651	)
Income before income taxes		23,813			29,924			28,856
Income tax expense		16,083			22,238			17,192
Net income	$	7,730		$	7,686		$	11,664
Other comprehensive income (loss):
Currency translation adjustments		117			(2,454	)		(5,975	)
Comprehensive income	$	7,847		$	5,232		$	5,689

Basic net income per share:
Net income per share	$	0.07		$	0.07		$	0.11
Basic weighted average shares outstanding		103,758			103,659			103,743
Diluted net income per share:
Net income per share	$	0.07		$	0.07		$	0.11
Diluted weighted average shares outstanding		103,785			104,541			103,812

VAALCO ENERGY, INC AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows

	Three Months Ended March 31,
		2025			2024
	*(in thousands)*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,730		$	7,686
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		30,305			25,824
Exploration expense		146			—
Deferred taxes		(1,519	)		(3,441	)
Unrealized foreign exchange loss		1,673			(102	)
Stock-based compensation		1,475			898
Cash settlements paid on exercised stock appreciation rights		—			(154	)
Derivative instruments (gain) loss, net		74			847
Cash settlements paid on matured derivative contracts, net		123			(24	)
Cash settlements paid on asset retirement obligations		—			(29	)
Credit losses and other		(27	)		1,812
Other operating loss, net		—			166
Equipment and other expensed in operations		972			302
Change in operating assets and liabilities		(8,246	)		(11,953	)
Net cash provided by operating activities		32,706			21,832
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment expenditures		(58,527	)		(16,618	)
Acquisition of crude oil and natural gas properties		(247	)		—
Net cash used in investing activities		(58,774	)		(16,618	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuances of common stock		—			447
Dividend distribution		(6,570	)		(6,463	)
Treasury shares		(155	)		(6,344	)
Deferred financing costs		(5,118	)		—
Payments of finance lease		(2,943	)		(2,095	)
Net cash used in in financing activities		(14,786	)		(14,455	)
Effects of exchange rate changes on cash		27			(208	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(40,827	)		(9,449	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		97,726			129,178
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	56,899		$	119,729

VAALCO ENERGY, INC AND SUBSIDIARIES
Selected Financial and Operating Statistics
(Unaudited)

	Three Months Ended
	March 31, 2025	March 31, 2024	December 31, 2024
NRI SALES DATA
Crude oil, natural gas and natural gas liquids sales (MBOE)	1,717	1,490	1,872
Average daily sales volumes (BOE)	19,074	16,374	20,352

WI PRODUCTION DATA
Etame Crude oil (MBbl)	767	819	791
Gabon Average daily production volumes (BOEPD)	8,522	9,001	8,598

Egypt Crude oil (MBbl)	920	950	923
Egypt Average daily production volumes (BOEPD)	10,225	10,440	10,035

Canada Crude Oil (MBbl)	80	61	99
Canada Natural Gas (MMcf)	413	469	431
Canada Natural Gas Liquid (MBOE)	69	76	75
Canada Crude oil, natural gas and natural gas liquids (MBOE)	218	215	246
Canada Average daily production volumes (BOEPD)	2,420	2,363	2,669

Côte d’Ivoire Crude oil (MBbl)	111	—	368
Côte d’Ivoire Average daily production volumes (BOEPD)	1,235	—	3,997

Total Crude oil, natural gas and natural gas liquids production (MBOE)	2,016	1,984	2,328
Average daily production volumes (BOEPD)	22,402	21,804	25,300

NRI PRODUCTION DATA
Etame Crude oil (MBbl)	667	713	688
Gabon Average daily production volumes (BOEPD)	7,414	7,835	7,481

Egypt Crude oil (MBbl)	642	641	644
Egypt Average daily production volumes (BOEPD)	7,131	7,044	7,001

Canada Crude Oil (MBbl)	66	51	85
Canada Natural Gas (MMcf)	338	392	371
Canada Natural Gas Liquid (MBOE)	56	63	64
Canada Crude oil, natural gas and natural gas liquids (MBOE)	179	179	211
Canada Average daily production volumes (BOEPD)	1,984	1,971	2,296

Côte d’Ivoire Crude oil (MBbl)	111	—	368
Côte d’Ivoire Average daily production volumes (BOEPD)	1,235	—	3,997

Total Crude oil, natural gas and natural gas liquids production (MBOE)	1,599	1,533	1,911
Average daily production volumes (BOEPD)	17,764	16,850	20,775

AVERAGE SALES PRICES:
Crude oil, natural gas and natural gas liquids sales (per BOE) – WI basis	$	67.03	$	69.62	$	65.69
Crude oil, natural gas and natural gas liquids sales (per BOE) – NRI basis	$	64.27	$	66.43	$	64.77
Crude oil, natural gas and natural gas liquids sales (Per BOE including realized commodity derivatives) – NRI basis	$	64.34	$	66.41	$	64.48

COSTS AND EXPENSES (Per BOE of sales):
Production expense		26.10	$	21.54	$	19.57
Production expense, excluding offshore workovers and stock compensation*		26.05	$	21.56	$	19.49
Depreciation, depletion and amortization		17.65	$	17.33	$	19.79
General and administrative expense**		5.27	$	4.50	$	4.52
Property and equipment expenditures, cash basis (in thousands)	$	58,527	$	16,618	$	41,466

* Offshore workover costs excluded for the three months ended March 31, 2025 and 2024 and December 31, 2024 are $0.0 million, $(0.1) million and $0.1 million, respectively.
* Stock compensation associated with production expense excluded from the three months ended March 31, 2025 and 2024 and December 31, 2024 are immaterial.
** General and administrative expenses include $0.76, $0.58 and $0.72 per barrel of oil related to stock-based compensation expense in the three months ended March 31, 2025 and 2024 and December 31, 2024, respectively.

NON-GAAP FINANCIAL MEASURES

Management uses Adjusted Net Income to evaluate operating and financial performance and believes the measure is useful to investors because it eliminates the impact of certain non-cash and/or other items that management does not consider to be indicative of the Company’s performance from period to period. Management also believes this non-GAAP measure is useful to investors to evaluate and compare the Company’s operating and financial performance across periods, as well as to facilitate comparisons to others in the Company’s industry. Adjusted Net Income is a non-GAAP financial measure and as used herein represents net income, plus deferred income tax expense (benefit), unrealized derivative instrument loss (gain), bargain purchase gain on the Svenska Acquisition, FPSO demobilization, transaction costs related to the Svenska acquisition and non-cash and other items.

Adjusted EBITDAX is a supplemental non-GAAP financial measure used by Vaalco’s management and by external users of the Company’s financial statements, such as industry analysts, lenders, rating agencies, investors and others who follow the industry. Management believes the measure is useful to investors because it is as an indicator of the Company’s ability to internally fund exploration and development activities and to service or incur additional debt. Adjusted EBITDAX is a non-GAAP financial measure and as used herein represents net income, plus interest expense (income) net, income tax expense (benefit), depreciation, depletion and amortization, exploration expense, FPSO demobilization, non-cash and other items including stock compensation expense, bargain purchase gain on the Svenska Acquisition, other operating (income) expense, net, non-cash purchase price adjustment, transaction costs related to acquisition, credit losses and other and unrealized derivative instrument loss (gain).

Management uses Adjusted Working Capital as a transition tool to assess the working capital position of the Company’s continuing operations excluding leasing obligations because it eliminates the impact of discontinued operations as well as the impact of lease liabilities. Under the applicable lease accounting standards, lease liabilities related to assets used in joint operations include both the Company’s share of expenditures as well as the share of lease expenditures which its non-operator joint venture owners’ will be obligated to pay under joint operating agreements. Adjusted Working Capital is a non-GAAP financial measure and as used herein represents working capital excluding working capital attributable to discontinued operations and current liabilities associated with lease obligations.

Management uses Free Cash Flow to evaluate financial performance and to determine the total amount of cash over a specified period available to be used in connection with returning cash to shareholders, and believes the measure is useful to investors because it provides the total amount of net cash available for returning cash to shareholders by adding cash generated from operating activities, subtracting amounts used in financing and investing activities, effects of exchange rate changes on cash and adding back amounts used for dividend payments and stock repurchases. Free Cash Flow is a non-GAAP financial measure and as used herein represents net change in cash, cash equivalents and restricted cash and adds the amounts paid under dividend distributions and share repurchases over a specified period.

Free Cash Flow has significant limitations, including that it does not represent residual cash flows available for discretionary purposes and should not be used as a substitute for cash flow measures prepared in accordance with GAAP. Free Cash Flow should not be considered as a substitute for cashflows from operating activities before discontinued operations or any other liquidity measure presented in accordance with GAAP. Free Cash Flow may vary among other companies. Therefore, the Company’s Free Cash Flow may not be comparable to similarly titled measures used by other companies.

Adjusted EBITDAX and Adjusted Net Income have significant limitations, including that they do not reflect the Company’s cash requirements for capital expenditures, contractual commitments, working capital or debt service. Adjusted EBITDAX, Adjusted Net Income, Adjusted Working Capital and Free Cash Flow should not be considered as substitutes for net income (loss), operating income (loss), cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDAX and Adjusted Net Income exclude some, but not all, items that affect net income (loss) and operating income (loss), and the calculation of these measures may vary among other companies. Therefore, the Company’s Adjusted EBITDAX, Adjusted Net Income, Adjusted Working Capital and Free Cash Flow may not be comparable to similarly titled measures used by other companies.

The tables below reconcile the most directly comparable GAAP financial measures to Adjusted Net Income, Adjusted EBITDAX, Adjusted Working Capital and Free Cash Flow.

VAALCO ENERGY, INC AND SUBSIDIARIES
Reconciliations of Non-GAAP Financial Measures
(Unaudited)
(in thousands)

	Three Months Ended
Reconciliation of Net Income to Adjusted Net Income	March 31, 2025			March 31, 2024			December 31, 2024
Net income	$	7,730		$	7,686		$	11,664
Adjustment for discrete items:
Unrealized derivative instruments loss (gain)		198			823			96
Bargain purchase gain		—			—			6,366
Deferred income tax expense (benefit)		(1,610	)		(3,441	)		(11,781	)
Transaction costs related to acquisition		22			1,313			508
Other operating (income) expense, net		—			166			(10	)
Adjusted Net Income	$	6,340		$	6,547		$	6,843

Diluted Adjusted Net Income per Share	$	0.06		$	0.06		$	0.07
Diluted weighted average shares outstanding ⁽¹⁾		103,785			104,541			103,812

⁽¹⁾No adjustments to weighted average shares outstanding

	Three Months Ended
Reconciliation of Net Income to Adjusted EBITDAX	March 31, 2025			March 31, 2024		December 31, 2024
Net income	$	7,730		$	7,686	$	11,664
Add back:
Interest expense, net		1,295			935		1,092
Income tax expense		16,083			22,238		17,192
Depreciation, depletion and amortization		30,305			25,824		37,047
Exploration expense		—			48		—
Non-cash or unusual items:
Stock-based compensation		1,352			899		1,196
Unrealized derivative instruments loss		198			823		96
Bargain purchase gain		—			—		6,366
Other operating (income) expense, net		—			166		(10	)
Transaction costs related to acquisition		22			1,313		508
Credit losses and other		(27	)		1,812		1,082
Adjusted EBITDAX	$	56,958		$	61,744	$	76,233

VAALCO ENERGY, INC AND SUBSIDIARIES
Reconciliations of Non-GAAP Financial Measures
(Unaudited)
(in thousands)

Reconciliation of Working Capital to Adjusted Working Capital	March 31, 2025			December 31, 2024			Change
Current assets	$	200,838		$	237,927		$	(37,089	)
Current liabilities		(177,675	)		(181,728	)		4,053
Working capital		23,163			56,199			(33,036	)
Add: lease liabilities – current portion		17,249			16,895			354
Adjusted Working Capital	$	40,412		$	73,094		$	(32,682	)


	Three Months Ended March 31, 2025
Reconciliation of Free Cash Flow	(in thousands)
Net cash provided by Operating activities	$	32,706
Net cash used in Investing activities		(58,774	)
Net cash used in Financing activities		(14,786	)
Effects of exchange rate changes on cash		27
Total net cash change		(40,827	)

Add back shareholder cash out:
Dividends paid		6,570
Total cash returned to shareholders		6,570

Free Cash Flow	$	(34,257	)

The MIL Network –

May 9, 2025

MIL-OSI: Guardian Capital Group Limited (TSX: GCG; GCG.A) Announces 2025 First Quarter Operating Results

Source: GlobeNewswire (MIL-OSI)

TORONTO, May 08, 2025 (GLOBE NEWSWIRE) —

All per share figures disclosed below are stated on a diluted basis.


For the three months ended March 31,	2025		2024
($ in thousands, except per share amounts)

Net revenue	$	95,161	$	62,497
Operating earnings		7,050		12,318
Net gains (losses)		(15,723)		12,737
Net earnings (loss)		(6,664)		21,441


EBITDA⁽¹⁾	$	15,920	$	18,906
Adjusted cash flow from operations⁽¹⁾		13,038		15,209


Attributable to shareholders:
Net earnings (loss)	$	(7,052)	$	21,167
EBITDA⁽¹⁾		15,255		18,333
Adjusted cash flow from operations⁽¹⁾		12,460		14,695
Per share, diluted:
Net earnings (loss)	$	(0.30)	$	0.86
EBITDA⁽¹⁾		0.65		0.75
Adjusted cash flow from operations⁽¹⁾		0.53		0.60


As at	2025		2024		2024
($ in millions, except per share amounts)	March 31		December 31		March 31


Total client assets	$	167,227	$	168,979	$	61,316
Shareholders’ equity		1,304		1,318		1,255
Securities, net		1,201		1,211		1,253

Per share amounts (diluted):
Shareholders’ equity⁽¹⁾	$	53.30	$	53.76	$	50.30
Securities, net⁽¹⁾		49.11		49.38		50.22

The Company is reporting Total Client Assets (which includes assets under management and advisement) of $167.2 billion as at March 31, 2025. This is a 1% decrease from $169.0 billion as at December 31, 2024, and a 172.7% increase from $61.3 billion as at March 31, 2024. The decline during the current quarter is largely due to net client outflows year-to-date, partially offset by positive market performance, while the significant increase year over year is largely the result of approximately $109 billion contributed by Sterling, which was acquired on July 2, 2024.

Net revenue for the current quarter was $95.2 million, compared to $62.5 million in the same quarter in the prior year, with $35.9 million being contributed by Sterling, which was partially offset by lower interest income.

Operating earnings and EBITDA⁽¹⁾ were $7.1 million and $15.9 million, respectively, for the quarter ended March 31, 2025, compared to $12.3 million and $18.9 million, respectively, in the same quarter in the prior year. Dampening the current quarter’s results were $4.6 million of costs, associated with the acquisition and integration of Sterling.

Net losses in the current quarter were $15.7 million, compared to Net gains of $12.7 million in the same quarter in the prior year, which largely reflect the changes in fair values of Guardian’s Securities portfolio.

Net losses attributable to shareholders were $7.1 million in the current quarter, compared to Net earnings of $21.2 million in the comparative period, resulting largely from the swing from Net gains to Net losses described above.

Adjusted cash flow from operations attributable to shareholders⁽¹⁾ for the current quarter was $12.5 million, compared to $14.7 million in the comparative period. The decrease of $2.2 million was due largely to decrease in Operating earnings as described above.

Shareholders’ equity as at March 31, 2025 was $1,304 million, or $53.30 per share⁽¹⁾, compared to $1,318 million, or $53.76 per share⁽¹⁾ as at December 31, 2024. Guardian’s Securities, net as at March 31, 2025 had a fair value of $1,201 million, or $49.11 per share⁽¹⁾, compared to $1,211 million, or $49.38 per share⁽¹⁾ as at December 31, 2024.

The Board of Directors is pleased to have declared a quarterly eligible dividend of $0.39 per share, payable on July 18, 2025, to shareholders of record on July 11, 2025.

The Company’s financial results for the past eight quarters are summarized in the following table.


	Mar 31, 2025		Dec 31, 2024		Sep 30, 2024		Jun 30, 2024		Mar 31, 2024		Dec 31, 2023		Sep 30, 2023		Jun 30, 2023


As at ($ in millions)
Total client assets	$	167,227	$	168,979	$	165,061	$	58,628	$	61,316	$	58,774	$	56,215	$	56,527

For the three months ended ($ in thousands)
Net revenue	$	95,161	$	98,614	$	98,128	$	64,164	$	62,497	$	62,245	$	62,611	$	61,833
Operating earnings		7,050		7,385		4,790		14,333		12,318		13,097		18,474		17,038
Net gains (losses)		(15,723)		64,476		39,392		(39,161)		12,737		60,747		(17,358)		(3,736)
Net earnings (losses)		(6,664)		63,231		39,658		(22,730)		21,441		68,048		(2,270)		11,532
Net earnings (loss) attributable to shareholders		(7,052)		62,849		39,222		(23,137)		21,167		67,087		(2,506)		11,145


Per share amounts (in $)
Net earnings (loss) attributable to shareholders:
Basic	$	(0.30)	$	2.72	$	1.69	$	(0.99)	$	0.90	$	2.85	$	(0.11)	$	0.47
Diluted		(0.30)		2.58		1.60		(0.99)		0.86		2.68		(0.11)		0.45

Dividends paid	$	0.37	$	0.37	$	0.37	$	0.37	$	0.34	$	0.34	$	0.34	$	0.34


As at
Shareholders’ equity($ in millions)	$	1,304	$	1,318	$	1,245	$	1,223	$	1,255	$	1,241	$	1,201	$	1,213
Per share amounts(in $)
Basic	$	55.94	$	56.54	$	53.73	$	52.59	$	53.69	$	52.87	$	50.90	$	51.11
Diluted		53.30		53.76		50.38		49.34		50.30		49.39		47.54		47.63

Total Class A and Common shares outstanding(shares in thousands)		24,647		24,647		24,867		24,959		25,136		25,230		25,408		25,609

Guardian Capital Group Limited (Guardian) is a global investment management company servicing institutional, retail and private clients through its subsidiaries. It also manages a proprietary portfolio of securities. Founded in 1962, Guardian’s reputation for steady growth, long-term relationships and its core values of trustworthiness, integrity and stability have been key to its success over six decades. Its Common and Class A shares are listed on the Toronto Stock Exchange as GCG and GCG.A, respectively. To learn more about Guardian, visit www.guardiancapital.com.

For further information, contact:

Donald Yi	George Mavroudis
Chief Financial Officer	President and Chief Executive Officer
(416) 350-3136	(416) 364-8341

Investor Relations: investorrelations@guardiancapital.com.

Caution Concerning Forward-Looking Information

Certain information included in this press release constitutes forward-looking information within the meaning of applicable Canadian securities laws. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plan”, “continue”, or similar expressions suggesting future outcomes or events or the negative thereof. Forward-looking information in this press release includes, but is not limited to, statements with respect to management’s beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations. Such forward-looking information reflects management’s beliefs and is based on information currently available. All forward-looking information in this press release is qualified by the following cautionary statements.

Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves known and unknown risks and uncertainties which may cause Guardian’s actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially include but are not limited to: general economic and market conditions, including interest rates, business competition, changes in government regulations, tax laws or tariffs, the duration and severity of pandemics, natural disasters, military conflicts in various parts of the world, as well as those risk factors discussed or referred to in the risk factors section and the other disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca. The reader is cautioned to consider these factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information.

The forward-looking information included in this press release is made as of the date of this press release and should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release.

(1) Non IFRS Measures
The Company’s management uses EBITDA, EBITDA attributable to shareholders, including the per share amount, Adjusted cash flows from operations, Adjusted cash flow from operations attributable to shareholders, including the per share amount, Shareholders’ equity per share and Securities per share to evaluate and assess the performance of its business. These measures do not have standardized measures under International Financial Reporting Standards (“IFRS”), and are therefore unlikely to be comparable to similar measures presented by other companies. However, management believes that most shareholders, creditors, other stakeholders and investment analysts prefer to include the use of these measures in analyzing the Company’s results. The Company defines EBITDA as net earnings before interest, income taxes, amortization, and stock-based compensation expenses, net gains or losses and net earnings from discontinued operations. EBITDA attributable shareholders as EBITDA less the amounts attributable to non-controlling interests. The Company defines Adjusted cash flow from operations as net cash from operating activities, net of changes in non-cash working capital items and cash flow from discontinued operations. Adjusted cash flow from operations attributable to shareholders as Adjusted cash flow from operations less the amounts attributable to non-controlling interests. A reconciliation between these measures and the most comparable IFRS measures are as follows:


For the three months ended March 31, ($ in thousands)	2024		2023

Net earnings (loss)	$	(6,664)	$	21,441
Add (deduct):
Income tax expense (recovery)		(2,009)		3,614
Net gains		15,723		(12,737)
Stock-based compensation		1,021		866
Interest expense		2,150		2,449
Amortization		5,699		3,273
EBITDA		15,920		18,906
Less attributable to non-controlling interests		(665)		(573)
EBITDA attributable to shareholders	$	15,255	$	18,333


For the three months ended March 31, ($ in thousands)	2024		2023

Net cash from operating activities	$	(46,073)	$	(8,407)
Add (deduct):
Net change in non-cash working capital items		59,111		23,616
Adjusted cash flow from operations		13,038		15,209
Less attributable to non-controlling interests		(578)		(514)
Adjusted cash flow from operations attributable to shareholders	$	12,460	$	14,695

The per share amounts for EBITDA attributable to shareholders, Adjusted cash flow from operations attributable to shareholders and Shareholders’ equity are calculated by dividing the amounts by diluted shares, which is calculated in a manner similar to net earnings attributable to shareholders per share.

Securities, net and Securities, net per share
Securities, net and Securities, net per share are used by management to indicate the value available to shareholders created by the Company’s investment in securities, without the netting of debt or deferred income taxes associated with the unrealized gains. The most comparable IFRS measures are “Securities” & “Securities sold short”, which are disclosed in the Company’s Consolidated Balance Sheet. Securities, net defined as the net sum of Securities and Securities sold short. The per share amount is calculated by dividing the amounts by diluted shares, which is calculated in a manner similar to net earnings attributable to shareholders per share..

More detailed descriptions of these non-IFRS measures are provided in the Company’s Management’s Discussion and Analysis.

The MIL Network –

May 9, 2025

MIL-OSI: Logan Ridge Finance Corporation Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Reports Solid First Quarter Results with Net Investment Income of $0.35 Per Share and a Net Asset Value of $29.66 Per Share

Declared a Distribution of $0.36 Per Share for the Second Quarter of 2025

Successfully Exited its Equity Investment in GA Communications, Inc., Further Reducing the Company’s Non-Yielding Equity Portfolio

Investors are Encouraged to Vote FOR the Merger with Portman Ridge Finance Corporation (“PTMN”)

NEW YORK, May 08, 2025 (GLOBE NEWSWIRE) — Logan Ridge Finance Corporation (“Logan Ridge”, “LRFC”, the “Company”, “we”, “us” or “our”) (Nasdaq: LRFC) announced today its financial results for the first quarter ended March 31, 2025.

First Quarter 2025 Highlights

Total investment income was $4.6 million for the quarter ended March 31, 2025, as compared to $5.4 million reported for the quarter ended December 31, 2024.
Net investment income (“NII”) was $0.9 million, or $0.35 per share, for the quarter ended March 31, 2025, as compared to $1.5 million or $0.56 per share, for the quarter ended December 31, 2024.
Net asset value was $29.66 per share as of March 31, 2025, as compared to $32.04 per share as of December 31, 2024.
The Company made approximately $15.1 million of investments and had approximately $12.4 million in repayments and sales of investments, resulting in net deployment of approximately $2.7 million during the quarter ended March 31, 2025.

Subsequent Events

On May 7, 2025, the Company’s Board of Directors approved a second quarter distribution of $0.36 per share, payable on May 29, 2025, to stockholders of record as of May 19, 2025.

Management Commentary
Ted Goldthorpe, Chief Executive Officer and President of Logan Ridge, said, “Following record results in 2024, Logan Ridge continued to make significant strides in strengthening its portfolio, despite the large write-down on the Company’s legacy term loan to Sequoia Healthcare. Notably, during the quarter, the Company grew its portfolio with net deployment, and as previously announced, Logan Ridge continued rotating out of the legacy equity portfolio with the successful exit of its second largest non-yielding equity investment in GA Communications, Inc. This exit stands as another important achievement in our long-term strategy of rotating out of the legacy equity portfolio, which has now been reduced to just 10.8% of our portfolio at fair value, down from 13.8% as of the prior quarter and 18.2% in the first quarter of 2024.

Looking forward, with the continued monetization of the legacy equity portfolio, we believe the Company is well-positioned to continue to grow earnings and increase long-term shareholder value as we navigate this dynamic market shaped by renewed uncertainty, increased market volatility, and shifting geopolitical dynamics.

Finally, we remain excited about the opportunities the proposed combination with Portman Ridge presents. This transaction offers the potential for increased scale, improved liquidity, and enhanced operational efficiencies, all of which would strengthen our ability to deliver greater value to shareholders. The combination of these companies would be a marquee transaction for our BDC franchise and a significant milestone for the BC Partners Credit Platform. We encourage all shareholders to vote FOR the proposed merger, as recommended by the Board of Directors of both companies. We are excited about the road ahead and look forward to sharing more updates at the upcoming Special Meeting of Stockholders.”

Selected Financial Highlights

Total investment income for the quarter ended March 31, 2025, decreased by $0.4 million, to $4.6 million, compared to $5.0 million for the quarter ended March 31, 2024.
Total operating expenses for the quarter ended March 31, 2025, decreased by $0.4 million, to $3.7 million, compared to $4.1 million for the quarter ended March 31, 2024.
Net investment income for the quarter ended March 31, 2025, was $0.9 million, or $0.35 per share, unchanged from the quarter ended March 31, 2024.
Net asset value as of March 31, 2025, was $78.8 million, or $29.66 per share, compared to $85.1 million, or $32.04 per share, as of December 31, 2024.
Cash and cash equivalents as of March 31, 2025, were $5.1 million compared to $15.0 million as of December 31, 2024.
The investment portfolio as of March 31, 2025, consisted of investments in 59 portfolio companies with an aggregate fair value of approximately $169.6 million. This compares to 59 portfolio companies with an aggregate fair value of approximately $172.3 million as of December 31, 2024.
Deployment was judicious and prudent. During the quarter ended March 31, 2025, the Company made approximately $15.1 million in investments and had $12.4 million in repayments and sales of investments, resulting in net deployment of approximately $2.7 million.
The debt investment portfolio as of March 31, 2025, represented 86.6% of the fair value of the total portfolio, with a weighted average annualized yield of approximately 10.7% (excluding income from non-accruals and collateralized loan obligations), compared to a debt investment portfolio of approximately 83.3% with a weighted average annualized yield of approximately 10.7% (excluding income from non-accruals and collateralized loan obligations) as of December 31, 2024. As of March 31, 2025, 9.3% of the fair value of the debt investment portfolio was bearing a fixed rate of interest, compared to 12.1% of the fair value of the debt investment portfolio as of December 31, 2024.
Non-accruals: As of March 31, 2025, the Company had debt investments in three portfolio companies on non-accrual status with an amortized cost and fair value of $17.2 million and $3.7 million, respectively, representing 8.7% and 2.2% of the investment portfolio’s amortized cost and fair value, respectively. This compares to debt investments in three portfolio companies on non-accrual status with an aggregate amortized cost and fair value of $17.2 million and $7.9 million, respectively, representing 9.0% and 4.6% of the investment portfolio’s amortized cost and fair value, respectively, as of December 31, 2024.
Asset coverage ratio as of March 31, 2025, was 179.4%.

Results of Operations
Our operating results for the three months ended March 31, 2025 and March 31, 2024, were as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2025			2024
Total investment income	$	4,631		$	5,003
Total expenses		3,703			4,056
Net investment income		928			947
Net realized gain (loss) on investments		2,603			287
Net change in unrealized appreciation (depreciation) on investments		(8,755	)		675
Net realized gain (loss) on extinguishment of debt		(146	)		(58	)
Net increase (decrease) in net assets resulting from operations	$	(5,370	)	$	1,851

Investment income
The composition of our investment income for the three months ended March 31, 2025 and March 31, 2024, was as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2025		2024
Interest income	$	3,906	$	4,633
Payment-in-kind interest		547		353
Dividend income		143		17
Other income		35		–
Total investment income	$	4,631	$	5,003

Fair Value of Investments
The composition of our investments as of March 31, 2025 and December 31, 2024, at amortized cost and fair value of investments was as follows (dollars in thousands):

March 31, 2025	Investments at Amortized Cost		Amortized Cost Percentage of Total Portfolio			Investments at Fair Value		Fair Value Percentage of Total Portfolio
First Lien Debt	$	131,479		66.5	%	$	114,600		67.6	%
Second Lien Debt		10,834		5.5	%		9,119		5.4	%
Subordinated Debt		27,060		13.7	%		23,040		13.6	%
Collateralized Loan Obligations		309		0.2	%		572		0.3	%
Joint Venture		4,119		2.1	%		3,948		2.3	%
Equity		23,709		12.0	%		18,334		10.8	%
Total	$	197,510		100.0	%	$	169,613		100.0	%

December 31, 2024	Investments at Amortized Cost		Amortized Cost Percentage of Total Portfolio			Investments at Fair Value		Fair Value Percentage of Total Portfolio
First Lien Debt	$	123,068		64.4	%	$	111,460		64.7	%
Second Lien Debt		10,623		5.5	%		9,051		5.3	%
Subordinated Debt		26,996		14.1	%		22,858		13.3	%
Collateralized Loan Obligations		852		0.4	%		940		0.5	%
Joint Venture		4,170		2.2	%		4,153		2.4	%
Equity		25,723		13.4	%		23,828		13.8	%
Total	$	191,432		100.0	%	$	172,290		100.0	%

Interest Rate Risk
Based on our consolidated statements of assets and liabilities as of March 31, 2025, the following table shows the annual impact on net income (excluding the potential related incentive fee impact) of base rate changes in interest rates (considering interest rate floors for variable rate securities), assuming no changes in our investment and borrowing structure (dollars in thousands):

Basis Point Change	Increase (decrease) in interest income			(Increase) decrease in interest expense			Increase (decrease) in net income
Up 300 basis points	$	4,200		$	(1,322	)	$	2,878
Up 200 basis points		2,800			(881	)		1,919
Up 100 basis points		1,400			(441	)		959
Down 100 basis points		(1,400	)		441			(959	)
Down 200 basis points		(2,744	)		881			(1,863	)
Down 300 basis points		(3,984	)		1,322			(2,662	)

Conference Call and Webcast
We will hold a conference call on Friday, May 9, 2025, at 11:00 a.m. Eastern Time to discuss the first quarter 2025 financial results. Stockholders, prospective stockholders, and analysts are welcome to listen to the call or attend the webcast.

To access the conference call, please dial (646) 307-1963 approximately 10 minutes prior to the start of the call and use the conference ID 8145997.

A replay of this conference call will be available shortly after the live call through May 16, 2025.

A live audio webcast of the conference call can be accessed via the Internet, on a listen-only basis on the Company’s website www.loganridgefinance.com in the Investor Resources section under Events and Presentations. The webcast can also be accessed by clicking the following link: https://edge.media-server.com/mmc/p/h9fj5e3y. The online archive of the webcast will be available on the Company’s website shortly after the call.

About Logan Ridge Finance Corporation
Logan Ridge Finance Corporation (Nasdaq: LRFC) is a business development company that invests primarily in first lien loans and, to a lesser extent, second lien loans and equity securities issued by lower middle-market companies. The Company invests in performing, well-established middle-market businesses that operate across a wide range of industries. It employs fundamental credit analysis, targeting investments in businesses with relatively low levels of cyclicality and operating risk. For more information, visit www.loganridgefinance.com.

About Mount Logan Capital Inc.
Mount Logan Capital Inc. (“MLC”) is an alternative asset management company that is focused on public and private debt securities in the North American market. MLC seeks to source and actively manage loans and other debt-like securities with credit-oriented characteristics. MLC actively sources, evaluates, underwrites, manages, monitors, and primarily invests in loans, debt securities, and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle.

About BC Partners Advisors L.P. and BC Partners Credit
BC Partners is a leading international investment firm in private equity, private credit and real estate strategies. Established in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm’s offices in North America and Europe. For more information, please visit www.bcpartners.com.

BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across sectors, leveraging the deal sourcing and infrastructure made available from BC Partners.

Cautionary Statement Regarding Forward-Looking Statements
Some of the statements in this communication constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to future operating results of PTMN and LRFC, and distribution projections; business prospects of PTMN and LRFC, and the prospects of their portfolio companies; and the impact of the investments that PTMN and LRFC expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this communication involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate the merger on the expected timeline, or at all; (ii) the expected synergies and savings associated with the merger; (iii) the ability to realize the anticipated benefits of the merger, including the expected elimination of certain expenses and costs due to the merger; (iv) the percentage of PTMN shareholders and LRFC shareholders voting in favor of the applicable Proposal (as defined below) submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived; (vii) risks related to diverting management’s attention from ongoing business operations; (viii) the combined company’s plans, expectations, objectives and intentions, as a result of the merger; (ix) any potential termination of the merger agreement; (x) the future operating results and net investment income projections of PTMN, LRFC or, following the closing of the merger, the combined company; (xi) the ability of Sierra Crest Investment Management LLC (“Sierra Crest”) to implement its future plans with respect to the combined company; (xii) the ability of Sierra Crest and its affiliates to attract and retain highly talented professionals; (xiii) the business prospects of PTMN, LRFC or, following the closing of the merger, the combined company, and the prospects of their portfolio companies; (xiv) the impact of the investments that PTMN, LRFC or, following the closing of the merger, the combined company expect to make; (xv) the ability of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company to achieve their objectives; (xvi) the expected financings and investments and additional leverage that PTMN, LRFC or, following the closing of the merger, the combined company may seek to incur in the future; (xvii) the adequacy of the cash resources and working capital of PTMN, LRFC or, following the closing of the merger, the combined company; (xviii) the timing of cash flows, if any, from the operations of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company; (xix) the risk that stockholder litigation in connection with the merger may result in significant costs of defense and liability; and (xx) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities). PTMN and LRFC have based the forward-looking statements included in this document on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although PTMN and LRFC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that PTMN and LRFC in the future may file with the SEC, including the Registration Statement and Joint Proxy Statement (in each case, as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Additional Information and Where to Find It
This document relates to the proposed merger of PTMN and LRFC and certain related matters (the “Proposals”). In connection with the Proposals, PTMN has filed a registration statement (Registration No. 333-285230) with the SEC (the “Registration Statement”) that contains a combined joint proxy statement for PTMN and LRFC and a prospectus of PTMN (the “Joint Proxy Statement”) and will mail the Joint Proxy Statement to its and LRFC’s respective shareholders. The Registration Statement and Joint Proxy Statement will contain important information about PTMN, LRFC and the Proposals. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. SHAREHOLDERS OF PTMN AND LRFC ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PTMN, LRFC AND THE PROPOSALS. Investors and securityholders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by PTMN, from PTMN’s website at https://www.portmanridge.com, and, for documents filed by LRFC, from LRFC’s website at https://www.loganridgefinance.com.

Participants in the Solicitation
PTMN, its directors, certain of its executive officers and certain employees and officers of Sierra Crest and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of PTMN is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2025. LRFC, its directors, certain of its executive officers and certain employees and officers of Mount Logan Management LLC, and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of LRFC is set forth in the Annual Report on Form 10-K/A, which was filed with the SEC on April 29, 2025. Information regarding
the persons who may, under the rules of the SEC, be considered participants in the solicitation of the PTMN and LRFC shareholders in connection with the Proposals will be contained in the Registration Statement, including the Joint Proxy Statement included therein, and other relevant materials when such documents become available. These documents may be obtained free of charge from the sources indicated above.

No Offer or Solicitation
This document is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this document is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in PTMN, LRFC or in any fund or other investment vehicle managed by BC Partners or any of its affiliates.

Contacts:
Logan Ridge Finance Corporation
650 Madison Avenue, 3rd Floor
New York, NY 10022

Brandon Satoren
Chief Financial Officer
Brandon.Satoren@bcpartners.com
(212) 891-2880

Lena Cati
The Equity Group Inc.
lcati@equityny.com
(212) 836-9611

Val Ferraro
The Equity Group Inc.
vferraro@equityny.com
(212) 836-9633

Logan Ridge Finance Corporation Consolidated Statements of Assets and Liabilities (in thousands, except share and per share data)

	As of March 31, 2025			As of December 31, 2024
	(unaudited)
ASSETS
Investments at fair value:
Non-control/non-affiliate investments (amortized cost of $162,447 and $152,393, respectively)	$	143,121		$	138,079
Affiliate investments (amortized cost of $35,063 and $39,039, respectively)		26,492			34,211
Total investments at fair value (amortized cost of $197,510 and $191,432, respectively)		169,613			172,290
Cash and cash equivalents		5,073			15,015
Interest and dividend receivable		1,572			1,404
Prepaid expenses		4,061			2,543
Receivable for unsettled trades		—			1,082
Other assets		343			335
Total assets	$	180,662		$	192,669
LIABILITIES
2026 Notes (net of deferred financing costs and original issue discount of $602 and $694, respectively)	$	49,398		$	49,306
2032 Convertible Notes (net of deferred financing costs and original issue discount of $283 and $439, respectively)		4,717			7,061
KeyBank Credit Facility (net of deferred financing costs of $1,092 and $1,147, respectively)		42,369			47,607
Management and incentive fees payable		805			834
Interest and financing fees payable		1,541			942
Accounts payable and accrued expenses		3,057			1,820
Total liabilities	$	101,887		$	107,570
Commitments and contingencies
NET ASSETS
Common stock, par value $0.01, 100,000,000 shares of common stock authorized, 2,655,973 and 2,655,898 shares of common stock issued and outstanding, respectively	$	27		$	27
Capital in excess of par value		188,860			188,858
Total distributable loss		(110,112	)		(103,786	)
Total net assets	$	78,775		$	85,099
Total liabilities and net assets	$	180,662		$	192,669
Net asset value per share	$	29.66		$	32.04

Logan Ridge Finance Corporation Consolidated Statements of Operations (in thousands, except share and per share data)

	For the Three Months Ended March 31,
	2025			2024
INVESTMENT INCOME
Interest income:
Non-control/non-affiliate investments	$	3,699		$	4,633
Affiliate investments		207			—
Total interest income		3,906			4,633
Payment-in-kind interest and dividend income:
Non-control/non-affiliate investments		432			336
Affiliate investments		115			17
Total payment-in-kind interest and dividend income		547			353
Dividend income:
Affiliate investments		143			17
Total dividend income		143			17
Other income:
Non-control/non-affiliate investments		35			—
Total other income		35			—
Total investment income		4,631			5,003
EXPENSES
Interest and financing expenses		1,813			2,007
Base management fee		805			893
Directors’ expense		116			150
Administrative service fees		272			201
General and administrative expenses		697			805
Total expenses		3,703			4,056
NET INVESTMENT INCOME		928			947
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on investments:
Non-control/non-affiliate investments		70			287
Affiliate investments		2,533			—
Net realized gain (loss) on investments		2,603			287
Net change in unrealized appreciation (depreciation) on investments:
Non-control/non-affiliate investments		(5,012	)		(3,904	)
Affiliate investments		(3,743	)		4,579
Net change in unrealized appreciation (depreciation) on investments		(8,755	)		675
Total net realized and change in unrealized gain (loss) on investments		(6,152	)		962
Net realized loss on extinguishment of debt		(146	)		(58	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(5,370	)	$	1,851
NET INCREASE (DECREASE) IN NET ASSETS PER SHARE RESULTING FROM OPERATIONS – BASIC	$	(2.02	)	$	0.69
WEIGHTED AVERAGE COMMON STOCK OUTSTANDING – BASIC		2,655,899			2,678,342
NET INCREASE (DECREASE) IN NET ASSETS PER SHARE RESULTING FROM OPERATIONS – DILUTED	$	(2.02	)	$	0.65
WEIGHTED AVERAGE COMMON STOCK OUTSTANDING – DILUTED		2,655,899			3,195,740
DISTRIBUTIONS PAID PER SHARE	$	0.36		$	0.32

The MIL Network –

May 9, 2025

MIL-OSI USA: Gillibrand Sounds Alarm On Trump Tariffs Set To Make Cost Of Baby Necessities Skyrocket

US Senate News:

Source: United States Senator for New York Kirsten Gillibrand
Today, U.S. Senator Kirsten Gillibrand held a virtual press conference on the impact President Trump’s haphazard tariffs on China will have on the availability and cost of essential baby products, including strollers, car seats, and cribs.
Over the past weeks, the Trump administration has raised tariffs on Chinese goods imported to the United States by 145 percent and shipments of goods into the U.S. have plunged. China produces the overwhelming majority of strollers and car seats and is a major supplier of other baby essentials. Skyrocketing prices will force families to spend more or rely on older or pre-owned products that do not meet the most up-to-date safety standards.
“American families will pay the price for President Trump’s chaotic and reckless tariff policies,” said Senator Gillibrand. “His 145% tariff on China is halting imports of basic necessities for new parents and babies and forcing companies to raise prices to compensate. The costs of raising a child are already astronomical, and the president should be finding ways to lower those costs, not raise them even further. President Trump must exempt all baby safety essentials from tariffs immediately.”
According to the Juvenile Products Manufacturers Association, over 70% of baby essentials sold in the United States are made in China. According to the U.S. Census Bureau, China’s share of imports include 98% of car seats; 97% of strollers; 94% of beds, bassinets, and play pens; 92% of highchairs; 89% of baby care appliances including sterilizers and bottle warmers; and 46% of cribs. President Trump himself exempted certain baby safety products from tariffs he imposed during his first term.
The full text of Senator Gillibrand’s letter to Trump administration officials is available here or below:
Dear Ambassador Greer,
I write to express my deep concerns around the financial impact this administration’s exorbitant tariffs will have on our children and families. In a child’s first year, parents will spend on average 31 percent of their income on child-related costs, or $20,384.1 The administration’s 145 percent tariff on Chinese imports will cause this percentage to skyrocket and result in higher costs for new and expecting parents. It is imperative that you exempt child-related goods from these reckless tariffs to ensure that American families do not face additional unnecessary costs to care for their newborn or infant.
Parents across the country rely heavily on manufactured goods from China, particularly baby products like car seats, strollers, and cribs that are critical for child safety. According to BabyList, 97 percent of strollers and 87 percent of car seats are manufactured in China.2
While this administration’s intended purpose for these tariffs is to help domestic manufacturers be more competitive, existing supply chain constraints limit our ability to competitively produce these goods stateside.
With the implementation of the 145 percent tariffs against China, some baby goods companies have frozen large quantities of imports from China and have started adjusting the prices of essential products parents need to bring their baby home from the hospital. Parents are now seeing an average increase of 30 percent for baby essentials from baby product companies including UPPAbaby, Cybex, and Valco.3 Families cannot absorb this “baby tax” and has led to fears of panic buying and the possibility that parents will turn to unsafe cost-saving alternatives, such as using expired car seats or retaining recalled items.
Parents should not be forced to choose between safety and making ends meet. It is imperative that you exempt baby safety essentials like car seats, cribs and strollers from these tariffs and we urge you to take immediate action.

MIL OSI USA News –

May 9, 2025
MIL-OSI USA: Senator Gillibrand Statement On The GENIUS Act

US Senate News:

Source: United States Senator for New York Kirsten Gillibrand
Today, U.S. Senator Kirsten Gillibrand issued the following statement on the GENIUS Act:
“I believe it is essential to the future of the U.S. economy and to everyday Americans that we enact strict stablecoin regulations and consumer protections where none currently exist. Over the past few years, I have worked in good faith with Republicans to author robust stablecoin legislation that protects consumers, enables innovation to thrive, and maintains the dominance of the U.S. dollar. The bipartisanship of this effort was on display when the bill passed out of the Banking Committee with strong support from Democrats and Republicans.
However, developments over the past week made it clear that there were a number of outstanding issues that needed to be addressed before this bill could pass the full Senate. I fully support my colleagues’ efforts and applaud Senator Hagerty for his tireless work across the aisle to improve and strengthen this bill.
For as hard as the senators worked, we were unable to have bill text in time before today’s cloture vote. I remain extremely confident and hopeful that very soon we can finish the job.”

MIL OSI USA News –

May 9, 2025
MIL-OSI Video: Ukraine Ratifies Economic Partnership with the U.S.

Source: United States of America – Department of State (video statements)

Today, the Ukrainian Rada, their parliament, unanimously voted to ratify the U.S.-Ukraine Reconstruction Investment Fund that we signed last week, a deal shaped by President Trump’s unmatched ability to get results on the world stage, as the best dealmaker in the world.

https://www.youtube.com/watch?v=9LXicYjyRNI

MIL OSI Video –

May 9, 2025
MIL-OSI USA: Advantage Health Matters Inc Recalls “Organic Jumbo Pumpkin Seeds” Because of Possible Health Risk

Source: US Department of Health and Human Services – 3

Summary

Company Announcement Date:
May 08, 2025
FDA Publish Date:
May 08, 2025
Product Type:
Food & BeveragesFoodborne Illness
Reason for Announcement:

Recall Reason Description
Potential Foodborne Illness – Salmonella

Company Name:
Advantage Health Matters Inc.
Brand Name:

Brand Name(s)
Organic traditions

Product Description:

Product Description
Organic Jumbo Pumpkin Seeds

Company Announcement
Advantage Health Matters of 5787 Steeles Ave W, North York, ON, Canada M9L 2W3, is recalling its 8-ounce packages of ” Organic Jumbo Pumpkin Seeds ” food treats because they have the potential to be contaminated with Salmonella, an organism which can cause serious and sometimes fatal infections in young children, frail or elderly people, and others with weakened immune systems. Healthy persons infected with Salmonella often experience fever, diarrhea (which may be bloody), nausea, vomiting and abdominal pain. In rare circumstances, infection with Salmonella can result in the organism getting into the bloodstream and producing more severe illnesses such as arterial infections (i.e., infected aneurysms), endocarditis and arthritis.
The recalled ” Organic Jumbo Pumpkin Seeds ” were distributed in states of New York, New Jersy and Virginia in retail stores and through mail orders.
The product comes in a 8 ounce, clear plastic package marked with lot # L250320200 on the back and with an expiration date of 05/02/2027 stamped on the side.
No illnesses have been reported to date in connection with this problem.
This recall was triggered by a recall of a supplier in another country.
Production of the product has been suspended while the company continue their investigation as to the source of the problem.
Consumers who have purchased 8 ounce packages of ” Organic Jumbo Pumpkin Seeds ” are urged to return them to the place of purchase for a full refund. Consumers with questions may contact the company at info@organictraditions.com.

Company Contact Information

Product Photos

Content current as of:
05/08/2025

Regulated Product(s)

Topic(s)

Follow FDA

MIL OSI USA News –

May 9, 2025

MIL-OSI: Montauk Renewables Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

PITTSBURGH, May 08, 2025 (GLOBE NEWSWIRE) — Montauk Renewables, Inc. (“Montauk” or “the Company”) (NASDAQ: MNTK), a renewable energy company specializing in the management, recovery, and conversion of biogas into renewable natural gas (“RNG”), today announced financial results for the first quarter ended March 31, 2025.

First Quarter Highlights:

• Revenues of $42.6 million, increased 9.8% compared to the first quarter of 2024

• Net loss of $0.5 million, compared to net income of $1.9 million for the first quarter of 2024

• Non-GAAP Adjusted EBITDA of $8.8 million, decreased 7.2% year-over-year

• RNG production of 1.4 million MMBtu, flat compared to first quarter of 2024

• RINs sold of 9.9 million, increased 2.0 million or 25.3% year-over-year

Our profitability is highly dependent on the market price of environmental attributes, including the market price for RINs. As we self-market a significant portion of our RINs, a decision to not to commit to transfer available RINs during a period will impact our revenue and operating profit. As a result of our decision to not commit RINs available to be sold during the 2024 fourth quarter, we had approximately 6.8 million RINs available but unsold at year end. Including these RINs, we have sold all RINs associated to our 2024 RNG production. We have subsequently entered into commitments to transfer the majority of our RINs in inventory as of March 31, 2025. The Environmental Protection Agency’s (“EPA”) Biogas Regulatory Reform Rule became effective in 2025. New rules requiring the separation of RINs after dispensing has delayed by approximately one month our ability to have RINs available for sale from current year production. Additionally, the EPA extending the compliance period for 2024 has impacted the timing of obligated party purchases of RINs from 2025 production.

Related to our gas rights agreement with our landfill host at our Rumpke RNG location, in 2025, we began the process of planning the relocation of our existing Rumpke RNG facility. The timing of this project and requirement to relocate the facility coincides with the landfills filling practices to move into the existing area of our now current Rumpke RNG facility and is contractually obligated. We expect to begin capital expenditures for long lead time equipment in the second quarter of 2025 and expect to target a commissioning in 2028. Depending on the timing of capital expenditure and potential additional production capabilities in addition to RNG production related to the full design, we estimate capital expenditures to range between $80 million to $110 million. Finally, related to the development of our Blue Granite RNG project, we received notice from the utility that it will no longer accept RNG into its distribution system, which was in opposition to the letter of intent issue when we were awarded the gas rights to the site. This notice led to our impairing of certain RNG equipment. We continue to discuss with the landfill host various alternatives related to the site as we continue to own the rights to develop the site.

First Quarter Financial Results

Total revenues in the first quarter of 2025 were $42.6 million, an increase of $3.8 million (9.8%) compared to $38.8 million in the first quarter of 2024. The increase is primarily driven by the monetization of the RINs sold in the first quarter of 2025 related to 2024 RNG production. Our average realized RIN price in the first quarter of 2025 was $2.46 which decreased approximately 24.3% compared to $3.25 in the first quarter of 2024. Natural gas index pricing increased approximately 62.9% during the first quarter of 2025 compared to the first quarter of 2024. Operating and maintenance expenses for our RNG facilities in the first quarter of 2025 were $14.1 million, an increase of $2.0 million (16.1%) compared to $12.1 million in the first quarter of 2024. The primary drivers of this increase were timing of preventative maintenance, media changeout maintenance, and wellfield operational enhancement programs, at our Apex, McCarty, Rumpke, and Coastal facilities. Our Renewable Electricity Generation operating and maintenance expenses in the first quarter of 2025 were $3.4 million, an increase of $1.1 million (46.2%) compared to $2.3 million in the first quarter of 2024, primarily driven by non-capitalizable expenses at our Montauk Ag Renewables projects. Total general and administrative expenses were $8.8 million in the first quarter of 2025, a decrease of $0.6 million (7.1%) compared to $9.4 million in the first quarter of 2024. Operating income in the first quarter of 2025 was $0.4 million, a decrease of $2.0 million (82.7%) compared to $2.4 million in the first quarter of 2024. Net loss in the first quarter of 2025 was $0.5 million, a decrease of $2.4 million (125.1%) compared to net income of $1.9 million in the first quarter of 2024.

First Quarter Operational Results

We produced approximately 1.4 million Metric Million British Thermal Units (“MMBtu”) of RNG in the first quarter of 2025, flat compared to 1.4 million MMBtu produced in the first quarter of 2024. At our Rumpke facility, we produced 39 MMBtu more in the first quarter of 2025 compared to the first quarter of 2024 as a result of previously disclosed plant processing equipment failure that occurred in the first quarter of 2024. At our Apex facility, we produced 57 fewer MMBtu in the first quarter of 2025 compared to the first quarter of 2024 as a result of cold weather conditions impacting gas feedstock availability, wellfield extraction environmental factors, and plant processing equipment failures. We produced approximately 46 thousand megawatt hours (“MWh”) in Renewable Electricity in the first quarter of 2025, a decrease of 8 thousand MWh compared to 54 thousand MWh produced in the first quarter of 2024. Our Security facility produced approximately 6 thousand MWh less in the first quarter of 2025 compared to the first quarter of 2024 as a result of us ceasing operations in connection with the sale of gas rights back to the landfill host.

2025 Full Year Outlook

RNG revenues are expected to range between $150 and $170 million
RNG production volumes are expected to range between 5.8 and 6.0 million MMBtu
REG revenues are expected to range between $17 and $18 million
REG production volumes are expected to range between 178 and 186 thousand MWh

Conference Call Information

The Company will host a conference call May 9th, 2025 at 8:30 a.m. Eastern time to discuss results. The registration for the conference call will be available via the following link:

• https://register-conf.media-server.com/register/BI3885b2c10f194fb3bc2e62b037d47425

Please register for the conference call and webcast using the above link in advance of the call start time. The webcast platform will register your name and organization as well as provide dial-ins numbers and a unique access pin. The conference call will be broadcast live and be available for replay at https://edge.media-server.com/mmc/p/5jzw2eww/ and on the Company’s website at https://ir.montaukrenewables.com after 11:30 a.m. Eastern time on the same day through May 9, 2026.

Use of Non-GAAP Financial Measures

This press release and the accompanying tables include references to EBITDA and Adjusted EBITDA, which are Non-GAAP financial measures. We present EBITDA and Adjusted EBITDA because we believe the measures assist investors in analyzing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

In addition, EBITDA and Adjusted EBITDA are financial measurements of performance that management and the board of directors use in their financial and operational decision-making and in the determination of certain compensation programs. EBITDA and Adjusted EBITDA are supplemental performance measures that are not required by or presented in accordance with GAAP. EBITDA and Adjusted EBITDA should not be considered alternatives to net (loss) income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities or a measure of our liquidity or profitability.

About Montauk Renewables, Inc.

Montauk Renewables, Inc. (NASDAQ: MNTK) is a renewable energy company specializing in the management, recovery and conversion of biogas into RNG. The Company captures methane, preventing it from being released into the atmosphere, and converts it into either RNG or electrical power for the electrical grid (“Renewable Electricity”). The Company, headquartered in Pittsburgh, Pennsylvania, has more than 30 years of experience in the development, operation and management of landfill methane-fueled renewable energy projects. The Company has current operations at 13 operating projects and on going development projects located in California, Idaho, Ohio, Oklahoma, Pennsylvania, North Carolina, South Carolina, and Texas. The Company sells RNG and Renewable Electricity, taking advantage of Environmental Attribute premiums available under federal and state policies that incentivize their use. For more information, visit https://ir.montaukrenewables.com.

Company Contact:
John Ciroli
Chief Legal Officer (CLO) & Secretary
investor@montaukrenewables.com
(412) 747-8700

Investor Relations Contact:
Georg Venturatos
Gateway Investor Relations
MNTK@gateway-grp.com
(949) 574-3860

Safe Harbor Statement

This release contains “forward-looking statements” within the meaning of U.S. federal securities laws that involve substantial risks and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements. Forward-looking statements refer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance, and business. Forward-looking statements may include words such as “anticipate,” “assume,” “believe,” “can have,” “contemplate,” “continue,” “strive,” “aim,” “could,” “design,” “due,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “likely,” “may,” “might,” “objective,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events. For example, all statements we make relating to our future results of operations, financial condition, expectations and plans, including those related to the Montauk Ag project in North Carolina, the Second Apex RNG Facility, the Blue Granite RNG Facility, the Bowerman RNG Facility, the delivery of biogenic carbon dioxide volumes to European Energy, the Emvolon collaboration and pilot project, the Tulsa facility project, the resolution of gas collection issues at the McCarty facility, the delays and cancellations of landfill host wellfield expansion projects, the mitigation of wellfield extraction environmental factors at the Rumpke and Apex facilities, how we may monetize RNG production and weather-related anomalies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expect and, therefore, you should not unduly rely on such statements. The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward-looking statements include but are not limited to: our ability to develop and operate new renewable energy projects, including with livestock farms, and related challenges associated with new projects, such as identifying suitable locations and potential delays in acquisition financing, construction, and development; reduction or elimination of government economic incentives to the renewable energy market, whether as a result of the new presidential administration or otherwise; the inability to complete strategic development opportunities; widespread manmade, natural and other disasters (including severe weather events), health emergencies, dislocations, geopolitical instabilities or events, terrorist activities, international hostilities, government shutdowns, political elections, security breaches, cyberattacks or other extraordinary events that impact general economic conditions, financial markets and/or our business and operating results; taxes, tariffs, duties or other assessments on equipment necessary to generate or deliver renewable energy or continued inflation could raise our operating costs or increase the construction costs of our existing or new projects; rising interest rates could increase the borrowing costs of future indebtedness; the failure to attract and retain qualified personnel or a possible increased reliance on third-party contractors as a result, and the potential unenforceability of non-compete clauses with our employees; the length of development and optimization cycles for new projects, including the design and construction processes for our renewable energy projects; dependence on third parties for the manufacture of products and services and our landfill operations; the quantity, quality and consistency of our feedstock volumes from both landfill and livestock farm operations; reliance on interconnections with and access to electric utility distribution and transmission facilities and gas transportation pipelines for our Renewable Natural Gas and Renewable Electricity Generation segments; our ability to renew pathway provider sharing arrangements at historical counterparty share percentages; our projects not producing expected levels of output; potential benefits associated with the combustion-based oxygen removal condensate neutralization technology; concentration of revenues from a small number of customers and projects; our outstanding indebtedness and restrictions under our credit facility; our ability to extend our fuel supply agreements prior to expiration; our ability to meet milestone requirements under our power purchase agreements; existing regulations and changes to regulations and policies that effect our operations, whether as a result of a new presidential administration or otherwise; expected impacts of the Production Tax Credit and other tax credit benefits under the Inflation Reduction Act of 2022; decline in public acceptance and support of renewable energy development and projects; our expectations regarding Environmental Attribute volume requirements and prices and commodity prices; our expectations regarding the period during which we qualify as an emerging growth company under the Jumpstart Our Business Startups Act (“JOBS Act”); our expectations regarding future capital expenditures, including for the maintenance of facilities; our expectations regarding the use of net operating losses before expiration; our expectations regarding more attractive carbon intensity scores by regulatory agencies for our livestock farm projects; market volatility and fluctuations in commodity prices and the market prices of Environmental Attributes and the impact of any related hedging activity; regulatory changes in federal, state and international environmental attribute programs and the need to obtain and maintain regulatory permits, approvals, and consents; profitability of our planned livestock farm projects; sustained demand for renewable energy; potential liabilities from contamination and environmental conditions; potential exposure to costs and liabilities due to extensive environmental, health and safety laws; impacts of climate change, extreme and changing weather patterns and conditions and natural disasters; failure of our information technology and data security systems; increased competition in our markets; continuing to keep up with technology innovations; concentrated stock ownership by a few stockholders and related control over the outcome of all matters subject to a stockholder vote; and other risks and uncertainties detailed in the section titled “Risk Factors” in our latest Annual Report on Form 10-K and our other filings with the SEC.

We make many of our forward-looking statements based on our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in our Securities and Exchange Commission filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties. The forward-looking statements included herein are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

MONTAUK RENEWABLES, INC.
CONSOLIDATED BALANCE SHEETS


(in thousands, except share data)

	as of March 31,			as of December 31,
ASSETS	2025			2024
Current assets:
Cash and cash equivalents	$	40,111		$	45,621
Accounts and other receivables		8,491			8,172
Current restricted cash		8			8
Income tax receivable		344			41
Current portion of derivative instruments		401			471
Prepaid insurance and other current assets		2,824			2,911
Total current assets	$	52,179		$	57,224
Non-current restricted cash	$	375		$	375
Property, plant and equipment, net		259,678			252,288
Goodwill and intangible assets, net		17,881			18,113
Deferred tax assets		1,605			1,272
Non-current portion of derivative instruments		154			298
Operating lease right-of-use assets		7,095			7,064
Finance lease right-of-use assets		93			110
Other assets		15,166			12,271
Total assets	$	354,226		$	349,015

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	16,411		$	8,856
Accrued liabilities		10,232			10,069
Related party payable	—				625
Current portion of operating lease liability		2,378			2,049
Current portion of finance lease liability		76			76
Current portion of long-term debt		11,857			11,853
Total current liabilities	$	40,954		$	33,528
Long-term debt, less current portion		40,796			43,763
Non-current portion of operating lease liability		4,817			5,138
Non-current portion of finance lease liability		19			36
Asset retirement obligations		6,456			6,338
Other liabilities		2,997			2,795

Total liabilities	$	96,039		$	91,598

STOCKHOLDERS’ EQUITY

Common stock, $0.01 par value, authorized 690,000,000 shares; 143,792,811 shares issued at March 31, 2025 and December 31, 2024, respectively; 142,711,797 shares outstanding at March 31, 2025 and December 31, 2024, respectively		1,426			1,426
Treasury stock, at cost, 2,308,524 shares March 31, 2025 and December 31, 2024, respectively		(21,262	)		(21,262	)
Additional paid-in capital		223,139			221,905
Retained earnings		54,884			55,348
Total stockholders’ equity		258,187			257,417
Total liabilities and stockholders’ equity	$	354,226		$	349,015

MONTAUK RENEWABLES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS


(in thousands, except for share and per share data)	Three Months Ended March 31,
	2025			2024
Total operating revenues	$	42,603		$	38,787

Operating expenses:
Operating and maintenance expenses		17,557			14,451
General and administrative expenses		8,754			9,427
Royalties, transportation, gathering and production fuel		7,571			6,518
Depreciation, depletion and amortization		6,264			5,434
Impairment loss		2,047			528
Transaction costs		–			61
Total operating expenses	$	42,193		$	36,419
Operating income	$	410		$	2,368

Other expenses (income):
Interest expense	$	1,243		$	1,165
Other income		(52	)		(1,060	)
Total other expenses	$	1,191		$	105
(Loss) income before income taxes	$	(781	)	$	2,263

Income tax (benefit) expense		(317	)		413
Net (loss) income	$	(464	)	$	1,850

(Loss) income per share:
Basic	$	(0.00	)	$	0.01
Diluted	$	(0.00	)	$	0.01

Weighted-average common shares outstanding:
Basic		142,711,797			141,986,189
Diluted		142,711,797			142,369,219

MONTAUK RENEWABLES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS


(in thousands):
	Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net (loss) income	$	(464	)	$	1,850
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		6,264			5,434
Provision for deferred income taxes		(333	)		249
Stock-based compensation		1,274			2,241
Derivative mark-to-market adjustments and settlements		214			(91	)
Net loss on sale of assets		15			22
(Decrease) increase in earn-out liability		(425	)		(849	)
Accretion of asset retirement obligations		118			108
Liabilities associated with properties sold		–			(225	)
Amortization of debt issuance costs		97			90
Impairment loss		2,047			528
Cash provided (used) by changes in assets and labilities:
Accounts receivable		(319	)		3,083
Royalty offset long term receivable		(739	)		(1,600	)
Income tax payables		(303	)		(411	)
Critical spare inventory		(215	)		209
Accounts payable and Accrued liabilities		2,213			3,468
Other		(304	)		186
Net cash provided by operating activities	$	9,140		$	14,292
Cash flows from investing activities:
Capital expenditures	$	(11,632	)	$	(21,986	)
Asset acquisition		—			(820	)
Cash collateral deposits		—			20
Net cash used in investing activities	$	(11,632	)	$	(22,786	)
Cash flows from financing activities:
Repayments of long-term debt	$	(3,000	)	$	(2,000	)
Finance lease payments		(18	)		(20	)
Net cash used in financing activities	$	(3,018	)	$	(2,020	)
Net decrease in cash and cash equivalents and restricted cash	$	(5,510	)	$	(10,514	)
Cash and cash equivalents and restricted cash at beginning of period	$	46,004		$	74,242
Cash and cash equivalents and restricted cash at end of period	$	40,494		$	63,728

Reconciliation of cash, cash equivalents, and restricted cash at end of period:
Cash and cash equivalents	$	40,111		$	63,277
Restricted cash and cash equivalents – current	8			8
Restricted cash and cash equivalents – non-current	375			443
	$	40,494		$	63,728

Supplemental cash flow information:
Cash paid for interest	$	1,055		$	1,237
Cash paid for income taxes		319			574
Accrual for purchase of property, plant and equipment included in accounts payable and accrued liabilities		8,534			7,492

MONTAUK RENEWABLES, INC.
NON-GAAP FINANCIAL MEASURES

(in thousands):

The following table provides our EBITDA and Adjusted EBITDA, as well as a reconciliation to net (loss) income which is the most directly comparable GAAP measure for the three months ended March 31, 2025 and 2024, respectively:

	Three Months Ended March 31,
	2025			2024
Net (loss) income	$	(464	)	$	1,850
Depreciation, depletion and amortization		6,264			5,434
Interest expense		1,243			1,165
Income tax (benefit) expense		(317	)		413
Consolidated EBITDA		6,726			8,862

Impairment loss		2,047			528
Net loss on sale of assets		15			22
Transaction costs		—			61
Adjusted EBITDA	$	8,788		$	9,473

The MIL Network –

May 9, 2025

MIL-OSI: Alaris Equity Partners Income Trust Releases 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

NOT FOR DISTRIBUTION IN THE UNITED STATES.

FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

CALGARY, Alberta, May 08, 2025 (GLOBE NEWSWIRE) — Alaris Equity Partners Income Trust (TSX-AD.UN) (together, as applicable, with its subsidiaries, “Alaris” or the “Trust“) is pleased to announce its results for the three months ended March 31, 2025. The results are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. All amounts below are in Canadian dollars unless otherwise noted.

Highlights:

For the period ended March 31, 2025, Alaris generated $0.12 per unit of additional Net book value ⁽¹⁾, improving this metric to $24.34. Driving this increase is current quarter earnings of $0.50 per unit, offset by $0.34 of distributions to unitholders;
During the quarter, the Trust, through its normal course issuer bid (“NCIB”), purchased and cancelled 218,900 units, which reflects a $0.02 per unit of additional Net book value ⁽¹⁾;
The Trust, together with its Acquisition Entities, earned $43.0 million of Partner distribution revenue in Q1 2025, an increase of $3.7 million or 9% for the three-month period as compared to Q1 2024. The period over period increase is primarily the result of new and follow-on investments made subsequent to Q1 2024, higher common distributions received and for preferred distributions that were subject to a reset, an increase of distributions of approximately 4% based on unaudited result from each of its Partners;
Alaris’ net distributable cash flow ⁽²⁾ for the three months ended March 31, 2025, of $30.4 million increased by 19% as compared to the three months ended March 31, 2024.
- The Actual Payout Ratio ⁽³⁾ for the Trust, based on the Alaris net distributable cash ⁽²⁾ flow for the three months ended March 31, 2025 was 59%, which is inclusive of the cash disbursements related to the quarters NCIB purchases;
Following March 31, 2025, Federal Management Partners, LLC (“FMP”) experienced suspension of certain key contracts, primarily driven by changes in U.S. federal procurement policies, resulting in a material reduction in revenue. These developments are expected to have a significant adverse impact on FMP’s financial performance and outlook in the near term. Given the evolving circumstances and associated uncertainty, Alaris anticipates that FMP’s ability to sustain distribution payments for the remainder of the year will be negatively affected. Furthermore, these factors are expected to lead to a material downward reassessment of the fair value of FMP. FMP management is actively evaluating mitigation strategies and Alaris is continuing to assess the potential impact to FMP’s long-term outlook;
The weighted average combined Earnings Coverage Ratio ⁽⁴⁾ for Alaris’ Partners is approximately 1.5x with ten of twenty Partners greater than 1.5x. In addition, twelve of our partners have either no debt or less than 1.0x Senior Debt to EBITDA on a trailing twelve-month basis;
Subsequent to quarter end, Alaris completed an amendment to its senior credit facility, which included converting the credit facility from CDN$500 million to US$450 million, in addition to converting the accordion feature from CDN$50 million to US$50 million. As of the date of this release, total drawn of the facility is approximately US$289 million and US$161 million remaining available.

“Our first quarter saw solid performance from the portfolio despite a very uncertain environment. The combination of predominantly required service, low leverage businesses continues to shield us from extreme volatility. The US government cuts have ultimately hit one of our partners, FMP, in a negative way. Despite it appearing that the company had dodged anything significant through the end of April, a surprise cut to some of their large contracts has resulted in a substantial loss of revenue and a need to pivot. This is still a profitable company with no net debt and an extremely talented, aligned management team. FMP is already focusing on targeting new opportunities to replace lost contracts but this will take time to execute on. We are confident in this management team’s ability to build the revenue stream back up. We’re very fortunate that as a portfolio, the impact of the government cuts and tariffs has been quite small in the context of our total portfolio. On a positive note, the current environment is presenting our company with a large number of opportunities to invest in very good, long-term assets. We expect an active second half of deployment.” said Steve King President and CEO.

Results of Operations

Three months ended March 31,		2025		2024	% Change
Change in Net book value per unit	$	0.12	$	0.54	-77.8	%
Alaris net distributable cash flow per unit	$	0.67	$	0.56	+19.6	%
Earnings from operations per unit	$	0.62	$	0.52	+19.2	%
Earnings and comprehensive income per unit	$	0.50	$	1.62	-69.1	%
Weighted average basic units (000’s)		45,534		45,498

Net book value ⁽¹⁾ per unit at March 31, 2025 increased by $0.12 during the quarter to $24.34 per unit, which is a 77.8% decrease from Q1 2024 change in Net book value ⁽¹⁾ of $0.54 per unit . The $0.12 per unit increase in Net book value ⁽¹⁾ is primarily driven by $0.50 earnings per unit recorded by the Trust during Q1 2025, less the quarterly dividend of $0.34 per unit. In Q1 2024, $0.46 of the $0.54 per unit change in Net book value ⁽¹⁾ was related to a foreign exchange gain of $20.1 million as compared to a foreign exchange loss of $4.9 million in the current quarter. These foreign exchange gains and losses are primarily related to the revaluation of U.S dollar denominated assets due to changes in foreign exchange rates from period to period.

Alaris net distributable cash flow ⁽²⁾ per unit increased by 19.6%, primarily due to higher preferred and common Partner distributions received in Q1 2025 in addition to higher cash taxes recovered by the Acquisition Entities during the quarter. Partner distributions increased quarter over quarter, reflecting higher common Distributions received in Q1 2025 and higher preferred distributions, primarily due to Alaris’ new investment in Cresa, LLC (“Cresa”) and follow-on investment in The Shipyard, LLC (”Shipyard”) that were made partway through the prior year. New investments in The Berg Demo Holdings, LLC (“Berg”) and Professional Electric Contractors of Connecticut, Inc. (“PEC”) completed in Q1 2025, also contributed to the increase. These were partially offset by lower distributions following the redemption of Brown & Settle Investments, LLC and a subsidiary thereof (collectively, “Brown & Settle”) and as part of Ohana Growth Partners, LLC (“Ohana”) asset under management transaction in Q4 2024, which had lower yields on the new convertible preferred units received.

Earnings and comprehensive income decreased by 69.1% per unit due to a non-recurring gain of $30.3 million recognized in Q1 2024 on the derecognition of previously consolidated entities, as well as a foreign exchange loss of $4.9 million recognized during Q1 2025 as compared to a foreign exchange gain of $20.8 million in Q1 2024. Partially offsetting period over period decrease to earnings and comprehensive income is a 19.2% increase to earnings from operations in Q1 2025 as compared to Q1 2024, which is primarily due to higher revenue and operating income driven by higher Distributions from Partners and increases to the fair value of Partner investments. The Trust recorded a net increase of $10.1 million to the fair value of its investment in Partners during Q1 2025, largely driven by gains to the fair value of Alaris’ investment in Shipyard and Ohana, and partially offset by a fair value decrease in Sono Bello, LLC (“Sono Bello“).

Outlook

In Q1 2025, the Trust together with its Acquisition Entities earned $43.7 million of revenue from Partners, which included $43.0 million of Partner Distributions and $0.7 million of third party transaction and management fee revenue, collectively which was ahead of previous guidance of $42.5 million due to higher than expected common Distributions received, as well as a higher realized foreign exchange rate on US denominated distributions. Alaris expects total revenue from its Partners in Q2 2025 of approximately $41.4 million.

During the three months ended March 31, 2025, the Trust, through its Acquisition Entities invested in two new Partners, Berg and PEC, for a total investment of approximately $118 million. Subsequent to March 31, 2025, FMP was impacted by the loss of certain key contracts which Alaris anticipates will require FMP to defer distributions. These investments and the deferral of FMP’s distributions are reflected in Alaris’ Run Rate Revenue ⁽⁵⁾ for the next twelve months, of approximately $178 million, which includes an estimated $19.1 million of common dividends.

The Run Rate Cash Flow ⁽⁶⁾ table below outlines the Trust and it’s Acquisition Entities’ combined expectation for Partners Distribution revenue, transaction fee revenue, general and administrative expenses, third party interest expense, tax expense and distributions to unitholders for the next twelve months. The Run Rate Cash Flow ⁽⁶⁾ is a forward looking supplementary financial measure and outlines the net cash from operating activities, less the distributions paid, that Alaris is expecting to generate over the next twelve months. The Trust’s method of calculating this measure may differ from the methods used by other issuers. Therefore, it may not be comparable to similar measures presented by other issuers.

Run rate general and administrative expenses are currently estimated at $18.5 million and include all public company costs incurred by the Trust and its Acquisition Entities. The Trust’s Run Rate Payout Ratio ⁽⁷⁾ is expected to be within a range of 60% and 65% when including Run Rate Revenue ⁽⁵⁾, overhead expenses and our existing capital structure. The table below sets out our estimated Run Rate Cash Flow ⁽⁶⁾ as well as the after-tax impact of positive net investment, the impact of every 1% increase in Secure Overnight Financing Rate (“SOFR”) based on current outstanding USD debt and the impact of every $0.01 change in the USD to CAD exchange rate.

Run Rate Cash Flow ($ thousands except per unit)		Amount ($)			$ / Unit
Run Rate Revenue, Partner Distribution revenue		$	178,000		$	3.91
General and administrative expenses			(18,500	)		(0.41	)
Third party Interest and taxes			(60,600	)		(1.33	)
Net cash from operating activities		$	98,900		$	2.17
Distributions paid			(61,900	)		(1.36	)
Run Rate Cash Flow		$	37,000		$	0.81

Other considerations (after taxes and interest):
New investments	Every $50 million deployed @ 14%		+2,550			+0.06
Interest rates	Every 1.0% increase in SOFR		-3,200			-0.07
USD to CAD	Every $0.01 change of USD to CAD	+/- 900			+/- 0.02

Alaris’ financial statements and MD&A are available on SEDAR+ at www.sedarplus.ca and on our website at www.alarisequitypartners.com.

Earnings Release Date and Conference Call Details

Alaris management will host a conference call at 9am MT (11am ET), Friday, May 9, 2025 to discuss the financial results and outlook for the Trust.

Participants must register for the call using this link: Q1 2025 Conference Call. Pre-register to receive the dial-in numbers and unique PIN to access the call seamlessly. It is recommended that you join 10 minutes prior to the event start (although you may register and dial in at any time during the call). Participants can access the webcast here: Q1 Webcast. A replay of the webcast will be available two hours after the call and archived on the same web page for six months. Participants can also find the link on our website, stored under the “Investors” section – “Presentations and Events”, at www.alarisequitypartners.com.

An updated corporate presentation will be posted to the Trust’s website within 24 hours at www.alarisequitypartners.com.

About the Trust:

Alaris’ investment and investing activity refers to providing, through the Acquisition Entities, structured equity to private companies (“Partners”) to meet their business and capital objectives, which includes management buyouts, dividend recapitalization, growth and acquisitions. Alaris achieves this by investing its unitholder capital, as well as debt, through the Acquisition Entities, in exchange for distributions, dividends or interest (collectively, “Distributions”) as well as capital appreciation on both preferred and common equity. The principal objective is to generate predictable cash flows for distribution payments to its unitholders while growing net book value through returns from capital appreciation. Distributions, other than common equity Distributions, from the Partners are adjusted annually based on the percentage change of a “top-line” financial performance measure such as gross margin or same store sales and rank in priority to common equity position.

Non-GAAP and Other Financial Measures

The terms Net book value, Alaris net distributable cashflow, Earnings Coverage Ratio, Run Rate Payout Ratio, Actual Payout Ratio, Run Rate Revenue, Run Rate Cash Flow, and Per Unit amounts (collectively, the “Non-GAAP and Other Financial Measures”) are financial measures used in this MD&A that are not standard measures under International Financial Reporting Standards (“IFRS”) . The Trust’s method of calculating the Non-GAAP and Other Financial Measures may differ from the methods used by other issuers. Therefore, the Trust’s Non-GAAP and Other Financial Measures may not be comparable to similar measures presented by other issuers.

(1) “Net book value” and “net book value per unit” are Non-GAAP financial measures and represents the equity value of the company or total assets less total liabilities and the same amount divided by weighted average basic units outstanding. Net book value and net book value per unit are used by management to determine the growth in assets over the period net of amounts paid out to unitholders as distributions. Management believes net book value and net book value per unit are useful supplemental measures from which to compare the Trust’s growth period over period. The Trust’s method of calculating these Non-GAAP financial measures may differ from the methods used by other issuers. Therefore, they may not be comparable to similar measures presented by other issuers.

	31-Mar		31-Dec		31-Mar
*$ thousands except per unit amounts*		2025		2024		2024
Total Assets	$	1,201,210	$	1,199,683	$	1,073,401
Total Liabilities	$	92,749	$	97,721	$	87,985
Net book value	$	1,108,461	$	1,101,962	$	985,416
Weighted average basic units (000’s)		45,534		45,503		45,498
Net book value per unit	$	24.34	$	24.22	$	21.66

(2) “Alaris net distributable cashflow” is a non-GAAP measure that refers to all sources of external revenue in both the Trust and the Acquisition Entities less all general and administrative expenses, third party interest expense and cash tax paid (received). Alaris net distributable cashflow is a useful metric for management and investors as it provides a summary of the total cash from operating activities that can be used to pay the Trust distribution, repay senior debt and/or be used for additional investment purposes. The Trust’s method of calculating this Non-GAAP measure may differ from the methods used by other issuers. Therefore, it may not be comparable to similar measures presented by other issuers.

	Three months ended March 31
*$ thousands except per unit amounts*		2025			2024		% Change
Partner Distribution revenue – Preferred	$	40,579		$	38,193
Partner Distribution revenue – Common	$	2,393		$	601
Third party management and advisory fees	$	706		$	510

Expenditures of the Trust:
General and administrative	$	(4,185	)	$	(4,110	)
Third party cash interest paid by the Trust	$	(2,028	)	$	(2,032	)
Cash taxes (paid) / received by the Trust	$	(7	)	$	–

Expenditures incurred by Acquisition Entities:
Operating costs and other	$	(866	)	$	(903	)
Transactions costs	$	(1,869	)	$	(1,362	)
Cash interest paid, senior credit facility and convertible debentures	$	(6,290	)	$	(5,428	)
Cash taxes received by the Acquisition Entities	$	1,988		$	63
Alaris net distributable cash flow	$	30,421		$	25,532			+19.1	%
Alaris net distributable cash flow per unit	$	0.67		$	0.56			+19.6	%

(3) “Actual Payout Ratio” is a supplementary financial measure and refers to Alaris’ total distributions paid during the period (annually or quarterly) divided by Alaris net distributable cashflow generated for the period. It represents the net cash from operating activities after distributions paid to unitholders available for either repayments of senior debt and/or to be used in investing activities.

(4) “Earnings Coverage Ratio (“ECR”)” is a supplementary financial measure and refers to the EBITDA of a Partner divided by such Partner’s sum of debt servicing (interest and principal), unfunded capital expenditures and distributions to Alaris. Management believes the earnings coverage ratio is a useful metric in assessing our partners continued ability to make their contracted distributions.

(5) “Run Rate Revenue” is a supplementary financial measure and refers to Alaris’ total revenue expected to be generated over the next twelve months based on contracted distributions from current Partners, excluding any potential Partner redemptions, it also includes an estimate for common dividends or distributions based on past practices, where applicable. Run Rate Revenue is a useful metric as it provides an expectation for the amount of revenue Alaris can expect to generate in the next twelve months based on information known.

(6) “Run Rate Cash Flow” is a Non-GAAP financial measure and outlines the net cash from operating activities, net of distributions paid, that Alaris is expecting to have after the next twelve months. This measure is comparable to net cash from operating activities less distributions paid, as outlined in Alaris’ consolidated statements of cash flows.

(7) “Run Rate Payout Ratio” is a Non-GAAP financial ratio that refers to Alaris’ distributions per unit expected to be paid over the next twelve months divided by the net cash from operating activities per unit calculated in the Run Rate Cash Flow table. Run Rate Payout Ratio is a useful metric for Alaris to track and to outline as it provides a summary of the percentage of the net cash from operating activities that can be used to either repay senior debt during the next twelve months and/or be used for additional investment purposes. Run Rate Payout Ratio is comparable to Actual Payout Ratio as defined above.

(8) “Per Unit” values, other than earnings per unit, refer to the related financial statement caption as defined under IFRS or related term as defined herein, divided by the weighted average basic units outstanding for the period.

The terms Net Book Value, Components of Corporate investments, EBITDA, Adjusted EBITDA, Alaris net distributable cashflow, Earnings Coverage Ratio, Run Rate Payout Ratio, Actual Payout Ratio, Run Rate Revenue, Run Rate Cash Flow, and Per Unit amounts should only be used in conjunction with the Trust’s unaudited interim condensed consolidated financial statements, complete versions of which available on SEDAR+ at www.sedarplus.ca.

Forward-Looking Statements

This news release contains forward-looking information and forward-looking statements (collectively, “forward-looking statements”) under applicable securities laws, including any applicable “safe harbor” provisions. Statements other than statements of historical fact contained in this news release are forward-looking statements, including, without limitation, management’s expectations, intentions and beliefs concerning the growth, results of operations, performance of the Trust and the Partners, the future financial position or results of the Trust, business strategy and plans and objectives of or involving the Trust or the Partners. Many of these statements can be identified by looking for words such as “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words or the negative thereof. In particular, this news release contains forward-looking statements regarding: the anticipated financial and operating performance of the Partners; the attractiveness of Alaris’ capital offering; the Trust’s Run Rate Payout Ratio, Run Rate Cash Flow, Run Rate Revenue and total revenue; the impact of recent new investments and follow-on investments; expectations regarding receipt (and amount of) any common equity Distributions or dividends from Partners in which Alaris holds common equity, including the impact on the Trust’s net cash from operating activities, Run Rate Revenue, Run Rate Cash Flow and Run Rate Payout Ratio; the impact of future deployment; the Trust’s ability to deploy capital; expected gains on common equity and future exits; payout of Alaris’ AUM strategy including, without limitation, the impact of management fees and profit participation; the yield on the Trust’s investments and expected resets on Distributions; changes in interest rates, including SOFR and exchange rates; the impact of deferred Distributions and the timing of repayment there of; the Trust’s return on its investments; and Alaris’ expenses for the next twelve months. To the extent any forward-looking statements herein constitute a financial outlook or future oriented financial information (collectively, “FOFI”), including estimates regarding revenues, Distributions from Partners (restarting full or partial Distributions and common equity distributions), Run Rate Payout Ratio, Run Rate Cash Flow, net cash from operating activities, expenses and impact of capital deployment, they were approved by management as of the date hereof and have been included to provide an understanding with respect to Alaris’ financial performance and are subject to the same risks and assumptions disclosed herein. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur.

By their nature, forward-looking statements require Alaris to make assumptions and are subject to inherent risks and uncertainties. Assumptions about the performance of the Canadian and U.S. economies over the next 24 months and how that will affect Alaris’ business and that of its Partners (including, without limitation, the impact of any global health crisis, like COVID-19, and global economic and political factors) are material factors considered by Alaris management when setting the outlook for Alaris. Key assumptions include, but are not limited to, assumptions that: the Russia/Ukraine conflict, conflicts in the Middle East, and other global economic pressures over the next twelve months will not materially impact Alaris, its Partners or the global economy; interest rates will not rise in a matter materially different from the prevailing market expectation over the next 12 months; global heath crises, like COVID-19 or variants thereof, will not impact the economy or our Partners operations in a material way in the next 12 months; the businesses of the majority of our Partners will continue to grow; more private companies will require access to alternative sources of capital; the businesses of new Partners and those of existing Partners will perform in line with Alaris’ expectations and diligence; and that Alaris will have the ability to raise required equity and/or debt financing on acceptable terms. Management of Alaris has also assumed that the Canadian and U.S. dollar trading pair will remain in a range of approximately plus or minus 15% of the current rate over the next 6 months. In determining expectations for economic growth, management of Alaris primarily considers historical economic data provided by the Canadian and U.S. governments and their agencies as well as prevailing economic conditions at the time of such determinations.

There can be no assurance that the assumptions, plans, intentions or expectations upon which these forward-looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. The actual results of the Trust and the Partners could materially differ from those anticipated in the forward-looking statements contained herein as a result of certain risk factors, including, but not limited to, the following: impact of widespread health crises is, like COVID-19 (or its variants), other global economic factors (including, without limitation, the Russia/Ukraine conflict, conflicts in the Middle East, inflationary measures and global supply chain disruptions on the global economy, tariffs and internal trade disputes on the Trust and the Partners (including how many Partners will experience a slowdown of their business and the length of time of such slowdown)); the dependence of Alaris on the Partners, including any new investment structures; leverage and restrictive covenants under credit facilities; reliance on key personnel; failure to complete or realize the anticipated benefit of Alaris’ financing arrangements with the Partners; a failure to obtain required regulatory approvals on a timely basis or at all; changes in legislation and regulations and the interpretations thereof; risks relating to the Partners and their businesses, including, without limitation, a material change in the operations of a Partner or the industries they operate in; inability to close additional Partner contributions or collect proceeds from any redemptions in a timely fashion on anticipated terms, or at all; a failure to settle outstanding litigation on expected terms, or at all; a change in the ability of the Partners to continue to pay Alaris at expected Distribution levels or restart distributions (in full or in part); a failure to collect material deferred Distributions; a change in the unaudited information provided to the Trust; a negative impact on the Trust or Partners with risk to cybersecurity and or implementation of artificial intelligence; and a failure to realize the benefits of any concessions or relief measures provided by Alaris to any Partner or to successfully execute an exit strategy for a Partner where desired. Additional risks that may cause actual results to vary from those indicated are discussed under the heading “Risk Factors” and “Forward Looking Statements” in Alaris’ Management Discussion and Analysis and Annual Information Form for the year ended December 31, 2024, which is or will be (in the case of the AIF) filed under Alaris’ profile at www.sedarplus.ca and on its website at www.alarisequitypartners.com.

Readers are cautioned that the assumptions used in the preparation of forward-looking statements, including FOFI, although considered reasonable at the time of preparation, based on information in Alaris’ possession as of the date hereof, may prove to be imprecise. In addition, there are a number of factors that could cause Alaris’ actual results, performance or achievement to differ materially from those expressed in, or implied by, forward looking statements and FOFI, or if any of them do so occur, what benefits the Trust will derive therefrom. As such, undue reliance should not be placed on any forward-looking statements, including FOFI.

The Trust has included the forward-looking statements and FOFI in order to provide readers with a more complete perspective on Alaris’ future operations and such information may not be appropriate for other purposes. The forward-looking statements, including FOFI, contained herein are expressly qualified in their entirety by this cautionary statement. Alaris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

For more information please contact:
Investor Relations
Alaris Equity Partners Income Trust
403-260-1457
ir@alarisequity.com

The MIL Network –

May 9, 2025

MIL-OSI: Quartzsea Acquisition Corp Announces the Separate Trading of its Ordinary Shares and Rights

Source: GlobeNewswire (MIL-OSI)

NEW YORK, May 08, 2025 (GLOBE NEWSWIRE) — Quartzsea Acquisition Corp (Nasdaq: QSEAU, the “Company”) announced that, holders of the 8,280,000 units sold in the Company’s initial public offering may elect to separately trade the ordinary shares and rights included in the units, commencing on or about May 12, 2025. Any units not separated will continue to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “QSEAU,” and the separated ordinary shares and rights are expected to trade on the Nasdaq under the symbols “QSEA” and “QSEAR,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Co., the Company’s transfer agent, in order to separate the units into ordinary shares and rights.

This press release shall not constitute an offer to sell or the 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 Quartzsea Acquisition Corp

Quartzsea Acquisition Corporation is a blank check company formed 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’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. 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.

Contact

Qi Gong
Chief Executive Officer
Email: qgong@quartzsea.com
Tel: (212) 612-1400

The MIL Network –

May 9, 2025
MIL-OSI USA: PREPARED REMARKS: Sanders Confronts Congress’ Silence on Gaza

US Senate News:

Source: United States Senator for Vermont – Bernie Sanders
WASHINGTON, May 8 – Sen. Bernie Sanders (I-Vt.) today gave remarks on the Senate floor marking 68 days since Israel allowed humanitarian aid into Gaza and calling on the U.S. to end its complicity in the destruction of the Palestinian people.
Sanders’ remarks, as prepared for delivery, are below and can be watched HERE:
M. President, I want to say a few words about an issue that people all over the world are thinking about – are appalled by – but for some strange reason gets very little discussion here in the nation’s capital or in the halls of Congress. And that is the horrific humanitarian disaster that is unfolding in Gaza.
Today marks 68 days and counting since ANY humanitarian aid was allowed into Gaza. For more than nine weeks, Israel has blocked all supplies: no food, no water, no medicine, and no fuel.
Hundreds of truckloads of lifesaving supplies are waiting to enter Gaza, sitting just across the border, but are denied entry by Israeli authorities.
There is no ambiguity here: Netanyahu’s extremist government talks openly about using humanitarian aid as a weapon. Defense Minister Israel Katz said “Israel’s policy is clear: no humanitarian aid will enter Gaza, and blocking this aid is one of the main pressure levers.”
M. President, starving children to death as a weapon of war is a clear violation of the Geneva Convention, the Foreign Assistance Act, and basic human decency. Civilized people do not starve children to death.
What is going on in Gaza is a war crime, committed openly and in broad daylight, and continuing every single day.
M. President, there are 2.2 million people who live in Gaza. Today, these people are trapped. The borders are sealed. And Israel has pushed the population into an ever-smaller area.
With Israel having cut off all aid, what we are seeing now is a slow, brutal process of mass starvation and death by the denial of basic necessities. This is methodical, it is intentional, it is the stated policy of the Netanyahu government.
Without fuel, there is no ability to pump fresh water, leaving people increasingly desperate, unable to find clean water to drink, wash with, or cook properly. Disease is once again spreading in Gaza.
Most of the bakeries in Gaza have now shut down, having run out of fuel and flour. The few remaining community kitchens are also shutting down. Most people are now surviving on scarce canned goods, often a single can of beans or some lentils, shared between a family once a day.
The UN reports that more than 2 million people out of a population of 2.2 million face severe food shortages.
The starvation hits children hardest. At least 65,000 children now show symptoms of malnutrition, and dozens have already starved to death.
Malnutrition rates increased 80 percent in March, the last month for which data is available, after Netanyahu began the siege, but the situation has severely deteriorated since then.
UNICEF reported yesterday that “the situation is getting worse every day,” and that they are treating about 10,000 children for severe malnutrition.
Without adequate nutrition or access to clean water, many children will die of easily preventable diseases, killed by something as simple as diarrhea.
For the tens of thousands of injured people in Gaza, particularly the countless burn victims from Israeli bombing, their wounds cannot heal without adequate food and clean water. Left to fester, infections will kill many who should have survived.
With no infant formula, and with malnourished mothers unable to breastfeed, many infants are also at severe risk of death. Those that survive will bear the scars of their suffering for the rest of their lives.
And with little medicine available, easily treatable illnesses and chronic diseases like diabetes or heart disease can be a death sentence in Gaza.
M. President, what is going on there is not some terrible earthquake, it is not a hurricane, it is not a storm. What is going on in Gaza today is a manmade nightmare. And nothing can justify this.
What is happening in Gaza will be a permanent stain on the world’s collective conscience. History will never forget that we allowed this to happen and, for us here in the United States, that we, in fact, enabled this atrocity.
There is no doubt that Hamas, a terrorist organization, began this terrible war with its barbaric October 7, 2023, attack on Israel, which killed 1,200 innocent people and took 250 hostages.
The International Criminal Court was right to indict Yahya Sinwar and other leaders of Hamas as war criminals for those atrocities.
Clearly, Israel had the right to defend itself against Hamas.
But Netanyahu’s extremist government has not just waged war against Hamas. Instead, they have waged an all-out barbaric war of annihilation against the Palestinian people.
They have intentionally made life unlivable in Gaza.
Israel, up to now, has killed more than 52,000 people and injured more than 118,000 – 60 percent of whom are women, children, and the elderly. More than 15,000 children have been killed.
M. President, Israel’s indiscriminate bombardment has damaged or destroyed two-thirds of all structures in Gaza, including 92 percent of the housing units. Most of the population now is living in tents or other makeshift structures.
M. President, the health care system in Gaza has been essentially destroyed. Most of the territory’s hospitals and primary health care facilities have been bombed.
Gaza’s civilian infrastructure has been totally devastated, including almost 90 percent of water and sanitation facilities. Most of the roads have been destroyed.
Gaza’s education system has been obliterated. Hundreds of schools have been bombed, as has every single one of Gaza’s 12 universities.
And there has been no electricity in Gaza for 18 months.
M. President, given this reality, nobody should have any doubts that Netanyahu is a war criminal. Just like his counterparts in Hamas, he has a massive amount of innocent blood on his hands.
And now Netanyahu and his extremist ministers have a new plan: to indefinitely reoccupy all of Gaza, flatten the few buildings that are still standing, and force the entire population of 2.2 million people into a single tiny area, where hired U.S. security contractors will distribute rations to the survivors.
Israeli officials are quite open about the goal here: to force Palestinians to leave for other countries “in line with President Trump’s vision for Gaza,” as one Israeli official said this week.
Israeli Finance Minister Smotrich said this week that “Gaza will be entirely destroyed,” and that its population will “leave in great numbers.”
For many in Netanyahu’s extremist government, this has been the plan all along: it’s called ethnic cleansing.
This would be a terrible tragedy, no matter where or why it was happening. But what makes this tragedy so much worse for us in America is that it is our government, the United States government, that is absolutely complicit in creating and sustaining this humanitarian disaster.
Last year alone, the United States provided $18 billion in military aid to Israel. This year, the Trump administration has approved $12 billion more in bombs and weapons.
And for months, Trump has offered blanket support for Netanyahu. More than that, he has repeatedly said that the United States will actually take over Gaza after the war, that the Palestinians will be pushed out, and that the U.S. will redevelop it into what Trump calls “the Riviera of the Middle East,” a playground for billionaires.
M. President, this war has killed or injured more than 170,000 people in Gaza. It has cost American taxpayers well over $20 billion in the last year. And right now, as we speak, thousands of children are starving to death. And the U.S. president is actively encouraging the ethnic cleansing of over 2 million people.
Given that reality, one might think that there would be a vigorous discussion right here in the Senate: do we really want to spend billions of taxpayer dollars starving children in Gaza. You tell me why spending billions of dollars to support Netanyahu’s war and starving children in Gaza is a good idea. I’d love to hear it.
But, M. President, we are not having that debate. And let me suggest to you why I think we are not having that debate.
That is because we have a corrupt campaign finance system that allows AIPAC to set the agenda here in Washington.
In the last election cycle, AIPAC’s PAC and Super PAC spent nearly $127 million combined.
And the fact is that, if you are a member of Congress and you vote against Netanyahu’s war in Gaza, AIPAC is there to punish you with millions of dollars in advertisements to see that you’re defeated.
One might think that in a democracy there would be a vigorous debate on an issue of such consequence. But because of our corrupt campaign finance system, people are literally afraid to stand up. If they do, suddenly you will have all kinds of ads coming in to your district to defeat you.
Sadly, I must confess, that this political corruption works. Many of my colleagues will privately express their horror at Netanyahu’s war crimes, but will do or say very little publicly about it.
M. President, history will not forgive our complicity in this nightmare. The time is long overdue for us to end our support for Netanyahu’s destruction of the Palestinian people. We must not put another nickel into Netanyahu’s war machine. We must demand an immediate ceasefire, a surge in humanitarian aid, the release of the hostages, and the rebuilding of Gaza – not for billionaires to enjoy their Riviera there – but rebuilding Gaza for the Palestinian people.

MIL OSI USA News –

May 9, 2025
MIL-OSI USA: Disaster Alert: Reed Warns Trump’s Efforts to Dismantle NOAA Threatens Economy, People, & Environment

US Senate News:

Source: United States Senator for Rhode Island Jack Reed

WASHINGTON, DC – As hurricane season approaches, U.S. Senator Jack Reed (D-RI) is leading Senate colleagues in sounding the alarm about President Trump’s attacks on the National Oceanographic and Atmospheric Administration (NOAA) and the National Weather Service (NWS) and urging bipartisan action to protect the critical agency from privatization.

Every day, NOAA employees collect, analyze, and freely disseminate vast amounts of data through its National Weather Service – vital information all Americans count on. American commerce – particularly the transportation sector – relies heavily on federal weather forecasts, flooding predictions, hurricane and storm alerts, air temperature readings, nautical charts, and other scientific data. The research, services, and forecasts provided by these federal agencies is essential for everything from accurately predicting the next severe weather front to supporting farmers and fishermen to scientifically assessing the long-term costs of extreme weather events linked to climate change.

In a letter to Commerce Secretary Howard Lutnick, Senator Reed led U.S. Senators Richard Blumenthal (D-CT), Chris Coons (D-DE), Sheldon Whitehouse (D-RI), and Ed Markey (D-MA) in pointing to a new public letter released this week by five former Weather Service directors. The Senators say it offers an early warning on how the Trump Administration’s cuts to staff and programs could lead to “needless loss of life.”

“On May 2, five former NWS Directors – who served under both Republican and Democratic administrations – wrote a letter expressing alarm that the NWS is operating at a dangerous staffing deficit, with more than 10% of its workforce lost in recent months due to the Trump Administration’s reckless buyouts and mass firings,” the Senators wrote. “These massive staffing cuts, combined with the Trump Administration’s proposal to slash funding for the NWS’s parent agency – the National Oceanic and Atmospheric Administration – by 25%, led these Directors to conclude that their “worst nightmare is that weather forecast offices will be so understaffed that there will be needless loss of life.””

In his preliminary budget request, President Trump called for a $1.5 billion cut to NOAA programs, including a $209 million cut for NOAA’s weather satellites which help to ensure accurate weather forecasting is available to Americans.

In their letter, the five Senators called on Secretary Lutnick to “reverse course on the Trump Administration’s staffing and funding cuts, which will prevent the National Weather Service (NWS) from being fully prepared and operational.”

According to NWS, its employees collect over six billion weather observations every day, monitor local conditions through a host of field offices across the nation, issue daily forecasts, and circulate warnings before dangerous weather events. NWS provides the public with forecasts and alerts free of charge. Private companies like AccuWeather, Google, and Apple also rely on NOAA’s observational data and satellites, buoys, and weather sensors to power their own weather products.

The Senators say that President Trump’s proposed cuts, paired with the administration’s efforts to significantly downsize NOAA and NWS, is already upending the agency’s ability to promptly alert and prepare Americans for imminent and dangerous severe weather events.

“Forecasters at Colorado State University have predicted an “above-average” 2025 hurricane season, with an estimated nine hurricanes, four of which are expected to reach Category 3 status or stronger,” the Senators continued. “Understaffed forecast offices mean longer wait times for critical alerts, slower radar maintenance, and a reduction in the high level of accuracy the public has come to rely upon. Any degradation in service risks loss of life, economic disruption, and long-term damage to public trust in our nation’s ability to prepare for and respond to extreme weather.”

Earlier this year, the so-called Department of Government Efficiency (DOGE) either fired or pushed out more than 10 percent of NOAA’s workforce, including top meteorologists and researchers who are charged with providing the public with accurate, life-saving weather reports and data. The Administration is reportedly working on further diminishing NOAA’s workforce by another 10 percent.

According to data obtained by the Associated Press, nearly half of all NWS forecast offices are now critically understaffed. Due to these shortages, NWS meteorologists are reportedly being forced to forego important surveys of storm damage that help inform and improve future forecasts and warnings.

While researchers, scientists, and experts point to a connection between climate change and worsening extreme storms, the Trump Administration is reportedly planning to propose eliminating NOAA’s research office and cutting NOAA research funding by 74 percent. It is anticipated that cuts to NOAA climate programs and activities will also have impacts on the collection of key weather data.

In March, Senator Reed called attention to the Trump Administration’s staffing cuts at NOAA and NWS and warned about negative impacts for Rhode Islanders. And last fall, Senator Reed sounded the alarm about Project 2025’s extremist plan to dismantle NOAA, which it labelled “one of the main drivers of the climate change alarm industry.” Reed warned plans to gut the National Weather Service and emergency management would be a major disaster.

Full text of the letter follows:

May 8, 2025

The Honorable Howard Lutnick, Secretary

U.S. Department of Commerce

1401 Constitution Ave NW

Washington, D.C. 20230

Dear Secretary Lutnick:

As we approach the 2025 Atlantic hurricane season, which begins on June 1, we write to demand you reverse course on the Trump Administration’s staffing and funding cuts, which will prevent the National Weather Service (NWS) from being fully prepared and operational.

The NWS and its employees play a critical role in protecting lives, property, and our national economy. From issuing tornado and hurricane warnings to providing essential weather information for aviation, shipping, agriculture, and emergency response, the NWS is integral to Americans’ daily lives. Its employees include highly trained meteorologists, technicians, and support staff who work hard to deliver life-saving data all across the United States.

On May 2, five former NWS Directors – who served under both Republican and Democratic administrations – wrote a letter expressing alarm that the NWS is operating at a dangerous staffing deficit, with more than 10% of its workforce lost in recent months due to the Trump Administration’s reckless buyouts and mass firings. These massive staffing cuts, combined with the Trump Administration’s proposal to slash funding for the NWS’s parent agency – the National Oceanic and Atmospheric Administration – by 25%, led these Directors to conclude that their “worst nightmare is that weather forecast offices will be so understaffed that there will be needless loss of life.”

Forecasters at Colorado State University have predicted an “above-average” 2025 hurricane season, with an estimated nine hurricanes, four of which are expected to reach Category 3 status or stronger. Understaffed forecast offices mean longer wait times for critical alerts, slower radar maintenance, and a reduction in the high level of accuracy the public has come to rely upon. Any degradation in service risks loss of life, economic disruption, and long-term damage to public trust in our nation’s ability to prepare for and respond to extreme weather.

We urge you to provide a detailed plan on how you will ensure that this critical agency has the staffing and resources it needs to ensure Americans are safe heading into this hurricane season. We look forward to your prompt response to this important matter.

Sincerely,

MIL OSI USA News –

May 9, 2025
MIL-OSI USA: Reed Rebukes Trump’s Misuse of Military in Immigration Enforcement

US Senate News:

Source: United States Senator for Rhode Island Jack Reed

WASHINGTON, DC – Over the past three months, the Trump Administration has surged military personnel to the Southwest Border, Guantanamo Bay, and the U.S. southern coasts. The Administration has spent nearly $500 billion and engaged tens of thousands of troops, Navy warships, armored combat vehicles, and military aircraft in its immigration enforcement operation.

On Thursday, U.S. Senator Jack Reed (D-RI), Ranking Member of the Senate Armed Services Committee, spoke on the Senate floor to address the unprecedented and likely illegal use of the U.S. military in domestic law enforcement.

A video of Senator Reed’s remarks may be viewed here.

A copy of Senator Reed’s letter to the Department of Defense Office of Inspector General may be viewed here.

A transcript of Senator Reed’s floor speech follows:

REED: Mr. President, I rise to address President Trump’s dangerous and inappropriate use of the U.S. military to carry out his immigration enforcement campaign.

Before I discuss the Trump Administration spending nearly half a billion dollars and sending tens of thousands of troops, ships, combat vehicles, and aircraft away from their real missions, I want to make clear that border security is a priority. I do not support open borders. And I believe that those who enter the United States and break our laws should be subject to deportation in accordance with the law and due process. I have voted time and time again for billions of dollars of increased support for border agents, detection technology, and physical barriers where it makes sense.

Mr. President, it is no secret that our borders have been under pressure for more than a decade because of a broken immigration system that Congressional Republicans have consistently refused to help fix. We have considered bipartisan immigration reform bills in 2006, in 2007, in 2013, and in 2024, all of which were shut down by Republicans. The mess that we have today rests largely on their decision to put political advantage above real progress.

Now, President Trump is ignoring Congress, ignoring the law, ignoring the Courts, and ignoring the Constitution in order to implement an immigration policy that fails to respect due process, adversely impacts our innovation economy, and to the point of my remarks, degrades our military. In the name of his anti-immigrant efforts, President Trump is using the U.S. military to conduct operations on American soil that it has neither the training or authority to carry out. Our troops, who are already stretched thin for time and resources, are now burning time, assets, morale, and readiness for these overblown operations.

The President has declared an emergency at the border to justify using the military for civilian law enforcement. This, despite border encounters currently at the lowest level since August of 2020. Over the past 12 months, since President Biden’s executive actions last June, there has been a continued, significant decrease in unlawful border crossings – including a?more than 60 percent decrease in encounters?from May 2024 to December 2024.

In short, all along the Southern Border we have seen a dramatic drop in illegal crossings and migrant encounters, well before President Trump took office. A national emergency? It seems not.

We already have an entire federal agency to protect our borders and address illegal immigration: the Department of Homeland Security. DHS includes Customs and Border Protection, Immigration and Customs Enforcement, and other law enforcement groups. I have voted consistently to give these agencies additional resources to carry out their missions. But immigration enforcement is not, and must not become, a function of the Department of Defense.

Our military has long provided technical and logistical support to DHS at the border, but always and exclusively in a supporting role, drawing a clear line between military law enforcement authorities. Indeed, since the Reconstruction Era, U.S. presidents have been prohibited from using the military in civilian law enforcement by a law known as the Posse Comitatus Act. This law has kept the commander-in-chief from wielding the military as a domestic political weapon, and it continues to provide an important check on the President’s ability to use the military domestically against American citizens.

I understand American citizens asking if it matters which Department enforces immigration, as long as the job gets done. Well, there are plenty of reasons to be concerned by the President’s current approach, even if one agrees with him politically.

Most alarmingly, President Trump is taking real steps to militarize immigration enforcement. Once he uses the military for this reason, it will be easier for him to use it for other purposes. And given the tenor of his public statements, it is a reasonable fear that he may someday order the use of the armed forces in American cities and against American citizens.

Indeed, the Brennan Center – a law and public policy institution – recently analyzed President Trump’s military actions at the border and concluded, quote: “Using the military for border enforcement is a slippery slope. If soldiers are allowed to take on domestic policing roles at the border, it may become easier to justify uses of the military in the U.S. interior in the future. Our nation’s founders warned against the dangers of an army turned inward, which can all too easily be turned into an instrument of tyranny.”

Beyond these concerns, there are real, immediate consequences for our troops, which we are seeing right now.

Readiness

One of the military’s top priorities is readiness. America faces real, growing threats from China, Russia, Iran, and other adversaries, and the Department of Defense needs to be laser focused on preparing troops to defend our interests abroad.

It is difficult to explain the border missions as anything but a distraction from readiness. We should acknowledge the jobs that our troops are actually doing there. In the past, up to 2,000 National Guard and Reserve troops would rotate to the border each year to assist DHS and Customs and Border Patrol with basic monitoring, logistics, and warehousing activities. These missions were designed to be “behind the scenes” logistical support to free up Border Patrol agents from administrative duties and return them back to the field to conduct their core mission of immigration enforcement.

Today, however, Trump has surged more than 12,000 active-duty troops to the border to carry out a variety of expanded missions that do not look anything like “behind the scenes” administrative support. For example, one Marine battalion has been stringing miles and miles of barbed wire across the California mountains. Multiple Army infantry companies are patrolling the Rio Grande riverbank on foot, rifles loaded. Navy aircrews are flying P-8 Poseidons – the most advanced submarine hunting planes in the world – over the desert. Two Navy destroyers are loitering off our East and West Coasts, looking for migrant boats in the water. And at least one Army transportation unit is changing the oil and tires on Border Patrol trucks all day, every day.

In addition, the Administration has wasted massive amounts of defense dollars by flying migrants out of the country using military aircraft. Often, they have had to return them to the United States mainland just days later. According to U.S. Transportation Command, it costs at least $20,000 per flight hour to use a C-130 and $28,500 per flight hour to use a C-17. In comparison, contracted ICE flights that regularly transport migrants inside of the U.S. cost only $8,500 per flight hour. President Trump’s decision to use military aircraft instead of ICE aircraft to shuttle migrants across the globe—to as far away as India—is a gross misuse of taxpayer dollars and servicemembers’ time.

Just yesterday, we learned that the White House wanted to fly migrants, on military aircraft, to Libya, which is one of the most dangerous, hostile locations on earth. Human rights groups have called the conditions in Libya’s network of migrant detention centers “horrific” and “deplorable.” The plan has been cancelled for now, but it is unconscionable for the Trump Administration to consider sending migrants to Libya and endangering our troops in the process.

Further, the Department of Defense has informed Congress that the current surge in border missions—including troop deployments and military flights—could cost as much as $2 billion by the end of the fiscal year. Secretary Hegseth has claimed that the border mission is so overwhelming that we will have to withdraw massive numbers of troops from Europe in order to meet the demand. Incredibly, he has also claimed that the border missions will have “no impact” on our military readiness.

However, we know that these border missions are harming military readiness. Last month, when the NORTHCOM commander testified before the Armed Services Committee, I asked how his forces on the border mission are maintaining their required military training. He testified that his troops are spending 5 days a week supporting Customs and Border Patrol and other agencies, and only 1 day a week training. In other words, 20 percent – at most – of our servicemembers’ time is being spent training on their critical military tasks.

In my personal engagements with commanders at all levels, they have made clear that readying their formations requires extensive time and training, as well as stability for families. Border missions will not build these warfighting requirements. Border missions will distract from training, drain resources, and undermine readiness. The Government Accountability Office, or GAO, has assessed previous military support missions to DHS and found them to be detrimental to unit readiness. Specifically, in its 2021 report, GAO found that, quote, “separating units in order to assign a portion of them to the Southwest Border mission was a consistent trend in degrading readiness ratings.”

Guantanamo Bay

In February, President Trump issued an unprecedented order to the Defense Department to begin transporting and detaining migrants at Guantanamo Bay, Cuba. For decades, the U.S. Naval Station at Guantanamo Bay has housed a facility called the Migrant Operations Center that is used to temporarily house migrants who are saved at sea while traveling in unsafe vessels from Cuba, Haiti, or other nearby nations. The facility is typically unoccupied and is kept in a low-level operational state until needed and, until February, it was run by private contractors. The intended use for this center was never to house migrants flown from the United States to Guantanamo Bay.

Nonetheless, President Trump ordered the military to expand the Migrant Operations Center to accommodate up to 30,000 migrants who would be brought there from the United States. Within weeks, approximately 1,000 active-duty troops were sent to Guantanamo to build tents for this massive number of migrants. However, once built, the tents were found not to meet ICE standards and, to date, they have never been used and are now being dismantled. The hundreds of troops sent down for the mission have had very little to do in the meantime.

Since February, around 500 individuals identified by the Administration as illegal migrants have been flown to Guantanamo Bay, and most have been detained for no more than two weeks. Rather than being taken to the Migrant Operations Center, about half of these migrants have been held on the other side of the island at the detention facility that was built and used for law of war detainees – such as 9/11 terrorist Khalid Sheikh Mohammed.

There are currently 15 law of war detainees remaining on Guantanamo Bay. The facilities housing these detainees have deteriorated significantly in the 20 years since they were built, and the military personnel who guard these individuals also endure the same tough conditions in these dilapidated facilities. Needless to say, these servicemembers have been stretched thin. Last fall, it was a significant morale boost for them when the remaining law of war detainees were moved to a “newer” facility. Naturally, it was a blow to morale when, just one month later, they were ordered back to the older, more decrepit facility to make way for migrants at the newer facility.

While it is crystal clear that the military is in charge of the law of war detention center at Guantanamo Bay, it is not clear who is legally responsible for the migrants being held there. Longstanding law dictates that U.S. Immigration and Customs Enforcement maintain “custody and control” of migrants, but in the detention center, the military maintains control. This leads to questions about who is in charge and accountable. When I have asked those questions, the answers have often been contradictory. That’s disturbing.

To investigate these issues, I traveled to Guantanamo Bay in March with several colleagues, including Senators Shaheen, Peters, King, and Padilla. We conducted a firsthand examination of the missions underway there and met with military servicemembers, ICE officers, and DHS officials to fully understand the costs and military readiness impacts of these missions. This trip raised many new questions and concerns.

I have grave doubts about the legality of removing migrants from the U.S. to Cuba, a foreign nation, and detaining them there. There are at least a dozen open cases and court orders impacting the Guantanamo mission. The detention center has only been used for law of war detainees, and it is reckless to equate migrants with international war criminals.

I was outraged by the scale of wastefulness that we found there. It is obvious that Guantanamo Bay is an illogical location to detain migrants. The staggering financial cost to fly these migrants out of the United States and detain them at Guantanamo Bay—a mission costing tens of millions of dollars a month—is an insult to American taxpayers. President Trump could implement his immigration policies for a fraction of the cost by using existing ICE facilities in the U.S., but he is obsessed with the image of using Guantanamo, no matter the cost.

I am also frustrated that my Senate colleagues and I had to fly to Cuba to get answers to the questions that Defense Secretary Hegseth and Homeland Security Secretary Noem have been ducking for months. By avoiding questions, they are putting servicemembers and officers on the ground in the position of trying to make sense of contradictory and political orders without any guidance or support from the Pentagon or DHS headquarters.

Domestic Law Enforcement

Since coming into office, the Trump Administration has expanded the role of the military in immigration enforcement in other troubling ways. The movement of migrants from the U.S. to Guantanamo Bay is unprecedented, and the buildup of 12,000 active duty troops at the Southern Border, including the Army’s 10^th Mountain Division and 100 armored Stryker combat vehicles, has a huge impact on our military posture. This is a larger force than we deployed to Afghanistan in 2002 and 2003.

This Administration has purposely placed many of our military forces into the immigration debate in this country, and I fear it will also place them in legal and ethical risk.

For example, on March 30^th, a military flight traveled from Guantanamo Bay to El Salvador with foreign nationals on board, including seven Venezuelans. To my understanding, not a single DHS official or civilian was on the flight, meaning that military personnel maintained both custody and control of the migrants, contrary to longstanding DOD policy and practice.

Here is an image of that plane unloading in El Salvador. As you can see, the crew does not include any DHS officials or civilian law enforcement personnel – only uniformed troops, who are physically handing migrants to the Salvadoran police.

This flight would clearly have been in violation of various immigration laws and policies, recent judicial orders, and the Posse Comitatus Act, as the military carried out a core law enforcement function of deportation without any DHS officials present. After the fact, the Administration tried to explain itself by saying it used, quote, “counter-terrorism” authorities rather than law enforcement authorities. I am not aware of any counter-terrorism authorities that would authorize such a flight.

Accordingly, last month I sent a letter to the Department of Defense Office of Inspector General asking that office to conduct an inquiry into the incident and any laws or Defense Department policies that may have been violated. I expect the IG to exercise his independence in carrying out this inquiry, and I am disturbed that the Administration continues to put servicemembers in legal and physical jeopardy through these reckless orders. Mr. President, I would submit that letter for the record.

I am also concerned about the Trump Administration’s dubious creation of “National Defense Areas” along the Southern Border in recent weeks. These National Defense Areas, first designated in New Mexico and later expanded into Texas, were created when the Department of Interior transferred land, including the Roosevelt Reservation—a 60-foot-wide strip along the border—to the Department of Defense. So now, large swaths of the border are considered military installations. The Administration has created these zones so that when a migrant crosses the border in those areas, prosecutors can charge them with both entering the U.S. illegally and trespassing on a military installation. In effect, the National Defense Zones evade the long-standing protections of the Posse Comitatus Act by allowing military forces to act as de facto border police, detaining migrants until they can be transferred to Customs and Border Protection. In the Administration’s telling, this approach permits military involvement in immigration control without invoking the Insurrection Act of 1807.

This is both unprecedented and a legal fiction. As the Brennan Center report found, quote: “No matter how the Trump administration frames these activities… they are civilian law enforcement functions. He cannot turn them into military operations by misusing the language of war. These civilian law enforcement activities are not “incidental” — they are the reason for creating the installation.”

The Administration is also considering using military bases to detain thousands of migrants inside the United States. Unlike in past emergencies, when military bases near the border were used to hold migrants during large surges, this administration is seeking to use installations deep within the country, including in New Jersey, Indiana, Delaware, California, and Virginia. One could be forgiven for extrapolating that these bases are being selected to hold round-ups of migrants in major cities.

The President is not taking these military actions out of necessity; he is testing the boundaries of our legal system, and, in my view, violating them. If left unchecked and unchallenged, he will go much, much further in employing the armed forces in to enforce domestic immigration laws, traditionally a civilian law enforcement function.

For years, Mr. Trump has publicly expressed his desire to use U.S. military personnel for domestic law enforcement. During the last campaign, he repeatedly claimed that, if elected, he would order the National Guard and active-duty military to carry out mass deportations of undocumented migrants. He even said that he would deploy the military to conduct local law enforcement in cities, and that troops could shoot shoplifters leaving the scene of a crime.

Trump’s defenders often say that he is joking or exaggerating when he makes such claims. But we know these are not idle threats. In his first 100 days in office, he has declared multiple national emergencies and invoked the Alien Enemies Act of 1798 to deport migrants without due process. Indeed, he has even unapologetically deported U.S. citizens in violation of the Constitution. We have all seen the chilling videos of masked and hooded ICE agents arresting civilians on the street – scenes we are accustomed to seeing on the nightly news in countries run by dictators. The Administration is expanding its operation one step at a time, and President Trump’s deployment of forces to the border, the military deportation flights, and the establishment of National Defense Areas can be interpreted as setting the stage to invoke the Insurrection Act and order the military to carry out domestic law enforcement inside the country.

In fact, we have seen this situation before. In June 2020, then-President Trump, infuriated by protesters in front of the White House and across the country, ordered his staff to prepare to invoke the Insurrection Act to allow him to deploy active-duty military forces to patrol the streets of DC and other cities. Then-Defense Secretary Mark Esper and Chairman of the Joint Chiefs of Staff Mark Milley talked him out of it, but the President clearly views this as a serious option.

Beyond the immorality of Trump’s desire to deploy the military domestically, to do so would simply be illegal. As I mentioned, the doctrine of Posse Comitatus is sacred in our nation to separate the military from direct law enforcement responsibilities.

The use of National Guard or active-duty troops should be reserved only to those rare circumstances where civilian law enforcement has collapsed, and state leaders have specifically asked for presidential assistance. Their deployment should never be at the sole discretion of a President, as Trump has demonstrated that such power begs abuse.

Ultimately, U.S. military members are trained to engage the enemies of the United States abroad with deadly force, not to arrest migrants on the Southern Border or to deport them from U.S. cities. The military has a sacred role in our country, but the public’s trust is easily lost, and a pillar of our society is cracked when the commander-in-chief uses the military recklessly.

Our constitutional system is fundamentally designed to separate military and civilian roles, reserving police powers for law enforcement agencies, and endowing the military with the superior weaponry and firepower necessary to fight and win the nations’ wars. When we allow the military to be used in the routine exercise of the police power, the nation teeters on the brink of autocracy and military rule. One need not be a student of history to see how easily this backsliding can occur. It is all around us in the world today.

Trump’s clear intent to use the U.S. military in potentially illegal and certainly inappropriate ways for his own political benefit is antithetical to the spirit of our American democracy. Such power is the hallmark of authoritarians around the world.

President Trump and Secretary Hegseth must use common sense, follow the law, and immediately cease the military border deployments and deportation flights. And my colleagues, particularly my colleagues in the majority, should demand the same and hold the Administration accountable for its actions.

I yield the floor.

MIL OSI USA News –

May 9, 2025
MIL-OSI USA: Reed Denounces Trump’s Meme Coin Corruption Scheme & Backs Ban on Presidents, Lawmakers, and Their Families from Issuing Digital Assets

US Senate News:

Source: United States Senator for Rhode Island Jack Reed

WASHINGTON, DC – In an effort to crack down on corruption and prevent the swindling of unsuspecting crypto users, U.S. Senator Jack Reed (D-RI) is sounding the alarm about corruption surrounding the Trump family’s cryptocurrency “meme coins” and stablecoins that President Donald Trump and First Lady Melania Trump launched in conjunction with taking office. This week, Senator Reed helped introduce new legislation to prevent cryptocurrency-related corruption by elected officials at the highest levels of the federal government.

Reed is teaming up with Senator Jeff Merkley (D-OR) and several colleagues in introducing the End Crypto Corruption Act. This legislation would ban the President, Vice President, Senior Executive Branch Officials, Members of Congress, and their immediate families from financially benefiting from issuing, endorsing, or sponsoring crypto assets, such as meme coins and stablecoins.

Just days before his second-term inauguration, President-elect Donald Trump launched the $TRUMP meme coin, which surged over 300 percent within hours of its release, reaching an alleged value of nearly $6 billion. Two days later, first-lady-in-waiting Melania Trump launched her own coin: $MELANIA. At least one large U.S. trading venue then began offering $TRUMP for sale to retail investors, when it was trading at $74. This allowed insiders and early investors to cash out, dump their tokens on the unsuspecting public, cause the price to collapse, and leave retail investors holding the bag. As a result, the Trump family and their cronies received millions of real dollars, while investors received a crypto coin in free fall.

Since the $TRUMP coin was launched earlier this year, it has generated more than $320 million in fees for its creators, according to the blockchain analysis firm Chainalysis. And just moments before Melania Trump publicly announced her cryptocurrency, two dozen digital wallets rapidly purchased large quantities of the token, netting a collective $99.6 million windfall, an investigation by the Financial Times revealed.

So-called meme coins are a form of digital currency that tend to catch on thanks to viral trends, jokes, or celebrity endorsements. They are usually created to engage a community. While most meme coins never take off, some do, and the most known, such as Dogecoin, which was started as a parody and touted by Elon Musk, has a supposed value of more than $25 billion.

When President Trump’s meme coin lost 88 percent of its value earlier this year, the Trump family promoted a private meeting with President Trump for some of the meme coin’s top investors at a VIP dinner on May 22 at Trump National Golf Club followed by a special White House tour.

Chainalysis reports that 58 wallets have made over $10 million each from President Donald Trump’s meme coin, totaling $1.1 billion in profits. Meanwhile, 764,000 wallets of mostly small holders have lost money on $TRUMP, according to the firm.

Another example of the Trump family’s crypto entanglements is the Emirati venture firm MGX announcing it will use stablecoins issued by World Liberty Financial—the Trump family’s blockchain company—to pay for its recent $2 billion investment into the crypto exchange Binance. MGX could have made their investments with real U.S. dollars, but instead chose to do so using Trump’s crypto dollar alternative. According to experts, this deal could net the Trump family $80 million over a year.

A stablecoin is any cryptocurrency designed to have a relatively stable price, typically through being pegged to a commodity or currency or having its supply regulated by an algorithm.

The End Crypto Corruption Act directly addresses and curbs the Trump Administration’s ethically dubious actions regarding both meme coins and stablecoins.

“Currently, people who wish to cultivate influence with the president can enrich him personally by buying cryptocurrency he owns or controls,” said Senator Merkley. “This is a profoundly corrupt scheme. It endangers our national security and erodes public trust in government. Let’s end this corruption immediately.”

“If Donald Trump wants to become a crypto trader, he can resign and go do it on his own dime. But the president and members of Congress should not be able to misuse their position of public trust to cash in on brazen pay-to-play money grabs that smack of corruption and should be widely condemned. Presidents should not have a giant crypto-bribery funnel just sitting out there for foreign entities and favor seekers to transfer them money and get special access or favors in return. Americans should not grow numb to such corrosive misconduct or tolerate a Grifter-in-Chief,” said Senator Reed. “This is not a partisan issue, it’s an anti-corruption imperative: Those who wield political power to enrich themselves must be held accountable, whether they are taking a sack full of cash or millions in crypto currency.”

Reed has also noted that in order for cryptocurrency to be sustainable, digital asset market participants need investor protections to ensure the marketplace is not rigged and plagued with corruption. A balanced regulatory framework for digital assets coupled with strong oversight is also essential to ensure investors and capital markets are protected.

In addition to Merkley and Reed, the End Crypto Corruption Act is cosponsored by U.S. Senators Chuck Schumer (D-NY), Elizabeth Warren (D-MA), Mazie K. Hirono (D-HI), Chris Van Hollen (D-MD), Kirsten Gillibrand (D-NY), Catherine Cortez Masto (D-NV), Bernie Sanders (I-VT), Andy Kim (D-NJ), Angela Alsobrooks (D-MD), Cory Booker (D-NJ), Edward J. Markey (D-MA), Tammy Duckworth (D-IL), Elissa Slotkin (D-MI), Mark Kelly (D-AZ), Lisa Blunt Rochester (D-DE), Ron Wyden (D-OR), and Richard Blumenthal (D-CT).

Non-profits such as Democracy Defenders Action and Public Citizen have endorsed the End Crypto Corruption Act.

“The cryptocurrency industry is desperately in need of regulation—but not at the expense of allowing it to become an effective tool for corruption,” said Virginia Canter, Anticorruption and Ethics Chief Counsel and Director at Democracy Defenders Action. “It’s critical that we prevent public officials like the President and members of Congress from offering volatile and novel assets that create an unacceptable conflict of interest risk. By prohibiting these officials from issuing digital assets —and including similar language in all cryptocurrency legislation—Congress will demonstrate that their focus, and the focus of all public servants, remains squarely on the needs and interests of the nation, not on the profits they can make from encouraging others to speculate in the highly volatile digital marketplace.”

MIL OSI USA News –

May 9, 2025
MIL-OSI USA: Shaheen Statement on President Trump’s “Trade Deal” with UK

US Senate News:

Source: United States Senator for New Hampshire Jeanne Shaheen

(Washington, DC) – U.S. Senator Jeanne Shaheen (D-NH), Ranking Member of the U.S. Senate Foreign Relations Committee and a top member of the U.S. Senate Small Business Committee, released the following statement in response to President Trump’s announcement of a trade deal with the UK:

“This is one step forward after taking five steps back. Even after President Trump’s so-called ‘comprehensive’ deal is finalized, we will still have dramatically higher tariffs on the United Kingdom than we did at the beginning of this trade war, and American families and exporters will pay the cost.

“I agree with the President that we should be looking for ways to ensure fair access for American businesses where real barriers exist – but it is clear that his destructive and chaotic trade war is doing nothing to accomplish this for American families and businesses. Instead, we have higher prices, exporters and manufacturers who are reeling from increasing costs and laying off staff, defense supply chains disrupted and enormous diplomatic damage that is driving our allies into China’s arms.

“While I’m glad the administration is now recognizing the need to undo some of the harm it has done, Americans are still paying a new 10 percent tax on goods. This does nothing to address the arbitrary and self-imposed trade barriers we’ve placed on nearly 200 other countries. It’s high time this administration stop using tariffs to coerce our allies and partners to the negotiating table before it inflicts long term damage on our economy.”

MIL OSI USA News –

May 9, 2025
MIL-OSI USA: Delivering Real Results for Colorado: Gov. Polis Signs Landmark Housing Bill Into Law, Celebrates Actions for Coloradans on Education, Housing, Public Safety
Source: US State of Colorado

DENVER – Today, Governor Polis marked the end of the successful 2025 legislative session with House Speaker McCluskie, Senate President Coleman, House Majority Leader Duran, Senate Majority Leader Rodriguez and Lt. Governor Primavera and then signed SB25-002 – Regional Building Codes for Factory-Built Structures to break down barriers to modular housing and discussed the successful 2025 legislative session.

“We are delivering real results for hardworking Coloradans, and during this session, we took major actions that will create more housing Coloradans can afford, support students and educators, cut through government red tape, and improve safety across our state. It’s fitting that I’m signing the modular housing bill, a law that will create more housing options that Coloradans can afford, to kick off the next 30 days of bill signings. We know our work is far from over, and I will continue looking for new opportunities to make life better for all Coloradans,” said Governor Jared Polis.

During his 2025 State of the State address, the Governor outlined key priorities for the legislative session that would build on Colorado’s work to break down barriers to housing, improve public safety in Colorado communities, and invest in students and educators. These successful legislative priorities resulted in new laws that will help reduce costs and strengthen Colorado communities.

MORE HOUSING NOW:

IMPROVING PUBLIC SAFETY:
- SB25-310 – Proposition 130 Implementation: This law supports funding for local law enforcement agencies to help recruit peace officers by providing financial reimbursements and tuition assistance for initial and continuing education and training for peace officers, as well as pay incentives and bonuses. The bill also provides funding to ensure that the families of fallen officers get the support they need after losing their loved one in the line of duty.
- HB25-1062 Penalty for Theft of Firearm: This legislation cracks down on gun theft by reclassifying firearm theft as a class 6 felony regardless of the value of the firearm stolen.
- HB25-1171 – Possession of Weapon by Previous Offender Crimes: This legislation adds first-degree motor vehicle theft to the list of criminal offenses that would make an individual ineligible to possess a firearm.
- SB25-281 – Increase Penalties Careless Driving: adjusts penalties for persons convicted of careless driving, making each individual seriously injured or killed in a careless driving event a separate violation and clarifies that careless driving resulting in serious bodily injury or death is an included crime for the purposes of the “Victim Rights Act”.
- Budget to Make Colorado Safer: Governor Polis continues working to make Colorado safer for everyone and by signing this year’s budget, Colorado continues investing in preventing and addressing crime. This includes:
  - Youth Crime Prevention: Helping to prevent at-risk youth from entering the criminal justice system through increased funding for prevention services.
  - Community Corrections Capacity: The budget also provides $2.4 million to invest in community corrections placement, increasing capacity.
  - Supporting Crime Victims: Additionally, this budget implements Colorado’s Proposition KK, designating $30.0M in spending authority to crime victims’ services, $8 million for mental health services, and $1 million for school safety. $15 million ongoing for critical public safety communication infrastructure, supporting over 1,000 local, regional, state, tribal, and federal public safety entities.
  - Funding for CBI’s Colorado Gangs Database: The Colorado Gangs database (CoG) is an application that stores gang information such as gang names, gang members, gang contacts, and is used by law enforcement as an investigative tool. It allows law enforcement the ability to add and change any information about the gangs, tracking gangs, and gang members that they contact during patrol or other investigative efforts conducted by law enforcement. This information is also queryable in the Colorado Crime Information Center (CCIC), which provides law enforcement with the most accurate information possible.
- HB25-1146 – Juvenile Detention Bed Cap: This legislation allows judicial districts to utilize more juvenile detention beds to ensure that individuals deemed high-risk do not re-enter communities before receiving the rehabilitative services they need.
FULLY FUND SCHOOLS AND SUPPORT COLORADO’S WORKFORCE:
- HB25-1320 – School Finance Act: This legislation implements Colorado’s student-focused school finance formula without bringing back the budget stabilization factor. It also increases per-pupil funding again to $11,864, an increase from FY24-25 of $412 per student, or an average of $9,000 per classroom.
- SB25-315 – Postsecondary & Workforce Readiness Programs: This legislation realigns Postsecondary and Workforce Readiness administration and funding to ensure all students have the opportunity to graduate high school with postsecondary credit, an industry-recognized credential, or work-based learning experience.
- HB25-1278 – Education Accountability System: This legislation modernizes Colorado’s K-12 accountability system for the first time since 2009 to better measure student outcomes, including the creation of a new sub-indicator to support postsecondary and workforce readiness before graduation.
- HB25-1192 – Financial Literacy Graduation Requirement: This legislation ensures that every student takes a course incorporating all financial literacy standards before they graduate high school, as well as practice filling out financial aid forms so that they are equipped with the know-how to plan for and secure their financial futures.
- HB25-1038 – Postsecondary Credit Transfer Website: This law will support students by providing more information about how their credits earned through prior learning, concurrent and dual enrollment, and GT Pathways courses will transfer to each Colorado public institution. By allowing students to evaluate and compare the value of their transfer credits across institutions and programs, students can save money and more successfully plan their educational journeys.
DRIVING COLORADO’S ECONOMY:

FREE STATE OF COLORADO:

BOLD CLIMATE GOALS AND IMPROVING AIR QUALITY:
- HB25-1267 – Support for Statewide Energy Strategies: This legislation builds on our EV success by empowering the Division of Oil and Public Safety to adopt retail EV charging rules to promote consistency and provide for a more seamless EV charging experience.
- HB25-1269 Building Decarbonization Measures: This law will make it simpler for buildings to comply with statewide standards by complying with a local standard and will help achieve the administration’s 2030 carbon emission reduction targets.
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MIL OSI USA News –
May 9, 2025
MIL-OSI Security: Founder Of Celsius Sentenced To 12 Years For Fraud And Market Manipulation

Source: Office of United States Attorneys

Alexander Mashinsky Deceived Customers About Celsius’s Financial Stability and Rigged the Price of Celsius’s Crypto Token, Leading to Billions in Losses

Jay Clayton, the United States Attorney for the Southern District of New York, announced today that ALEXANDER MASHINSKY, the founder and former Chief Executive Officer of Celsius Network LLC and their affiliated entities (collectively, “Celsius”), was sentenced to 12 years for committing commodities fraud and securities fraud at Celsius. MASHINSKY previously pled guilty on December 3, 2024, before U.S. District Judge John G. Koeltl, who imposed today’s sentence.

U.S. Attorney Jay Clayton said: “Alexander Mashinsky targeted retail investors with promises that he would keep their “digital assets” safer than a bank, when in fact he used those assets to place risky bets and to line his own pockets. In the end, Mashinsky made tens of millions of dollars while his customers lost billions. America’s investors deserve better. The case for tokenization and the use of digital assets is strong but it is not a license to deceive. The rules against fraud still apply, and the SDNY will hold those who flout them accountable for their crimes.”

According to the allegations contained in the Indictment and statements made in public filings and in public court proceedings:

Celsius, a crypto asset platform, offered customers “rewards” on deposited assets, secured loans, and custody services. Marketing itself as the “safest place for your crypto,” Celsius encouraged customers to “unbank” themselves by transferring crypto assets to its platform. Celsius’s primary offering, “Earn” program, promised to deploy customer assets to generate investment returns. Celsius also provided “Custody” and “Borrow” programs, the latter allowing customers to obtain loans by posting crypto assets as collateral. MASHINSKY, as CEO, directly marketed Celsius to retail customers globally. Throughout his tenure, he repeatedly misrepresented key aspects of Celsius’s business and finances to attract customers and retain their assets. His false claims covered the safety of Celsius’s yield-generating activities, its profitability, the sustainability of high rewards rates, and the risks associated with depositing crypto assets on the platform. As MASHINSKY portrayed Celsius as secure, the platform grew exponentially. By the fall of 2021, Celsius had become one of the largest crypto platforms in the world, holding approximately $25 billion in assets at its peak.

MASHINSKY and others orchestrated a yearslong scheme to mislead customers about Celsius’s proprietary crypto token CEL. They manipulated CEL’s price by spending hundreds of millions purchasing it on the open market to artificially inflate its value. At times, they used customer deposits to fund these market purchases, without disclosing that to customers. Without aggressive manipulation, CEL’s price would have been significantly lower. As Roni Cohen-Pavon, Celsius’s Chief Revenue Officer who later pled guilty to illegally manipulating CEL’s price, privately told MASHINSKY, “the value was fake and was based on us spending millions.”

To further the manipulation scheme, MASHINSKY repeatedly made false public statements about Celsius’s market activity and role in supporting and inflating CEL’s. In some instances, MASHINSKY and other executives personally purchased CEL to artificially support its value. The artificial price inflation allowed MASHINSKY to profit approximately $48 million from his own sales of CEL. He publicly claimed he was not selling CEL, while actually selling large quantities, sometimes to Celsius itself.

Before Celsius halted customer withdrawals on June 12, 2022, MASHINSKY continued assuring customers of Celsius’s strong financial position and liquidity. Meanwhile, he withdrew $8 million worth of his own non-CEL assets from Celsius. When Celsius announced it was halting customer withdrawals, hundreds of thousands of Celsius customers had $4.7 billion in inaccessible assets on the platform. Celsius filed for bankruptcy on July 13, 2022.

* * *

In addition to the prison term, MASHINSKY, 59, of New York, New York, was sentenced to three years of supervised release and ordered to pay a $50,000 fine and forfeiture of $48,393,446.

Mr. Clayton praised the outstanding work of the Federal Bureau of Investigation. Mr. Clayton also thanked the U.S. Securities and Exchange Commission and the Commodity Futures Trading Commission, each of which has filed a parallel civil action.

The case is being overseen by the Office’s Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys Peter J. Davis, Adam S. Hobson, and Allison Nichols are in charge of the prosecution.

MIL Security OSI –

May 9, 2025

MIL-OSI: PDF Solutions® Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

SANTA CLARA, Calif., May 08, 2025 (GLOBE NEWSWIRE) — PDF Solutions, Inc. (Nasdaq: PDFS), a leading provider of comprehensive data solutions for the semiconductor and electronics ecosystem, today announced financial results for its first quarter ended March 31, 2025.

Financial Highlights of First Quarter 2025

Quarterly total revenues of $47.8 million, up 16% over last year’s comparable quarter
Quarterly analytics revenue of $42.5 million, up 10% over last year’s comparable quarter
GAAP gross margin of 73% and non-GAAP gross margin of 77%
GAAP diluted loss per share of ($0.08) and non-GAAP diluted earnings per share of $0.21
Backlog of $226.7 million as of March 31, 2025
Completed acquisition of SecureWise LLC, a widely-used, secure, remote connectivity solution in the semiconductor manufacturing equipment industry, during the first quarter of 2025, financed using a combination of new bank debt of $70.0 million and cash on hand

Total revenues for the first quarter of 2025 were $47.8 million, compared to $50.1 million for the fourth quarter of 2024 and $41.3 million for the first quarter of 2024. Analytics revenue for the first quarter of 2025 was $42.5 million, compared to $47.9 million for the fourth quarter of 2024 and $38.5 million for the first quarter of 2024. Integrated Yield Ramp revenue for the first quarter of 2025 was $5.3 million, compared to $2.2 million for the fourth quarter of 2024 and $2.8 million for the first quarter of 2024.

GAAP gross margin for the first quarter of 2025 was 73%, compared to 68% for the fourth quarter of 2024 and 67% for the first quarter of 2024.

Non-GAAP gross margin for the first quarter of 2025 was 77%, compared to 72% for the fourth quarter of 2024 and 72% for the first quarter of 2024.

On a GAAP basis, net loss for the first quarter of 2025 was $3.0 million, or ($0.08) per diluted share, compared to net income of $0.5 million, or $0.01 per diluted share, for the fourth quarter of 2024, and net loss of $0.4 million, or ($0.01) per diluted share, for the first quarter of 2024.

Non-GAAP net income for the first quarter of 2025 was $8.1 million, or $0.21 per diluted share, compared to non-GAAP net income of $9.9 million, or $0.25 per diluted share, for the fourth quarter of 2024, and non-GAAP net income of $5.7 million, or $0.15 per diluted share, for the first quarter of 2024.

Financial Outlook

“The first quarter of 2025 saw strong customer activity and platform development, driven by AI-driven digitization. Sapience Manufacturing Hub saw record bookings, and we acquired secureWISE to enhance supply chain collaboration. Our platform – spanning analytics, AI/Model Ops, enterprise connectivity, and supply chain tools – empowers customers to handle today’s complex manufacturing and testing environments and data requirements. With a strong portfolio and momentum, we reaffirm our 21-23% annual revenue growth prior guidance range for this year,” said John Kibarian, CEO and President.

Conference Call

As previously announced, PDF Solutions will discuss these results on a live conference call beginning at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time today. To participate on the live call, analysts and investors should pre-register at: https://register-conf.media-server.com/register/BI6d53831ac55c4a1ab7f4514ab0ec41ca. Registrants will receive dial-in information and a unique passcode to access the call. We encourage participants to dial into the call ten minutes ahead of the scheduled time. The teleconference will also be webcast simultaneously on the Company’s website at https://ir.pdf.com/webcasts. A replay of the conference call webcast will be available after the call on the Company’s investor relations website. A copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the comparable GAAP measures, which non-GAAP measures may be used periodically by PDF Solutions’ management when discussing financial results with investors and analysts, will also be available on PDF Solutions’ website at http://www.pdf.com/press-releases following the date of this release.

First Quarter 2025 Financial Commentary Available Online

A Management Report reviewing the Company’s first quarter 2025 financial results will be furnished to the Securities and Exchange Commission on Form 8-K and published on the Company’s website at http://ir.pdf.com/financial-reports. Analysts and investors are encouraged to review this commentary prior to participating in the conference call.

Information Regarding Use of Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), PDF Solutions also provides certain non-GAAP financial measures. Non-GAAP gross profit and margin exclude stock-based compensation expense and the amortization of acquired technology under costs of revenues. Non-GAAP net income excludes stock-based compensation expense, amortization of acquired technology under costs of revenues, amortization of other acquired intangible assets, amortization of debt issuance costs and the effects of certain non-recurring items, such as expenses for certain legal proceedings, non-recurring legal, finance, integration and other costs, loss on damaged equipment in-transit, and their related income tax effects, as applicable, as well as adjustments for the valuation allowance for deferred tax assets and reconciling items. These non-GAAP financial measures are used by management internally to measure the Company’s profitability and performance. PDF Solutions’ management believes that these non-GAAP measures provide useful supplemental information to investors regarding the Company’s ongoing operations in light of the fact that none of these categories of expense and income has a current effect on the future uses of cash (with the exception of expenses related to certain legal proceedings and non-recurring legal, finance, integration and other costs) nor do they impact the generation of current or future revenues. These non-GAAP results should not be considered an alternative to, or a substitute for, GAAP financial information, and may differ from similarly titled non-GAAP measures used by other companies. In particular, these non-GAAP financial measures are not a substitute for GAAP measures of income or loss as a measure of performance, or to cash flows from operating, investing and financing activities as a measure of liquidity. Since management uses these non-GAAP financial measures internally to measure profitability and performance, PDF Solutions has included these non-GAAP measures to give investors an opportunity to see the Company’s financial results as viewed by management. A reconciliation of the comparable GAAP financial measures to the non-GAAP financial measures is provided at the end of the Company’s condensed consolidated financial statements presented below.

About PDF Solutions

PDF Solutions (Nasdaq: PDFS) provides comprehensive data solutions designed to empower organizations across the semiconductor and electronics industry ecosystems to improve the yield and quality of their products and operational efficiency for increased profitability. The Company’s products and services are used by Fortune 500 companies across the semiconductor ecosystem to achieve smart manufacturing goals by connecting and controlling equipment, collecting data generated during manufacturing and test operations, and performing advanced analytics and machine learning to enable profitable, high-volume manufacturing.

Founded in 1991, PDF Solutions is headquartered in Santa Clara, California, with operations across North America, Europe, and Asia. The Company (directly or through one or more subsidiaries) is an active member of SEMI, INEMI, TPCA, IPC, the OPC Foundation, and DMDII. For the latest news and information about PDF Solutions or to find office locations, visit https://www.pdf.com/.

PDF Solutions and the PDF Solutions logo are trademarks or registered trademarks of PDF Solutions, Inc. or its subsidiaries.

Forward-Looking Statements

This press release and the planned conference call include forward-looking statements regarding the Company’s future expected business performance and financial results, including expectations about total revenue growth for 2025 and other statements identified by words such as “could,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or similar expressions and the negatives of those terms, that are subject to future events and circumstances. Other than statements of historical fact, all statements contained in this press release and the planned conference call are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those expressed in these forward-looking statements. Risks and uncertainties that could cause results to differ materially include risks associated with: the effectiveness of the Company’s business and technology strategies; current semiconductor industry trends and competition; rates of adoption of the Company’s solutions by new and existing customers; project milestones or delays and performance criteria achieved; cost and schedule of new product development and investments in research and development; the continuing impact of macroeconomic conditions, including inflation, changing interest rates and tariffs, the evolving trade regulatory environment and geopolitical tensions, and other trends impacting the semiconductor industry, the Company’s customers, operations, and supply and demand for its products; supply chain disruptions; the success of the Company’s strategic growth opportunities and partnerships; recent and future acquisitions, strategic alliances and relationships and the Company’s ability to successfully integrate acquired businesses and technologies; whether the Company can successfully convert backlog into revenue; customers’ production volumes under contracts that provide Gainshare; the sufficiency of the Company’s cash resources and anticipated funds from operations; the Company’s ability to obtain additional financing if needed and its ability to use support and updates for certain open-source software; and other risks and uncertainties discussed in PDF Solutions’ periodic public filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and any amendments to such reports. All forward-looking statements made in this press release and the conference call are made as of the date hereof, and PDF Solutions does not assume any obligation to update such statements nor the reasons why actual results could differ materially from those projected in such statements.

PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands)


	March 31,			December 31,
	2025			2024

ASSETS
Current assets:
Cash and cash equivalents	$	43,734		$	90,594
Short-term investments		10,415			24,291
Accounts receivable, net		63,676			73,649
Prepaid expenses and other current assets		22,800			17,445
Total current assets		140,625			205,979
Property and equipment, net		56,564			48,465
Operating lease right-of-use assets, net		3,661			4,029
Goodwill		96,645			14,953
Intangible assets, net		58,357			12,307
Deferred tax assets, net		215			43
Other non-current assets		33,905			29,513
Total assets	$	389,972		$	315,289

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,394		$	8,255
Accrued compensation and related benefits		10,902			16,855
Accrued and other current liabilities		13,037			8,752
Operating lease liabilities ‒ current portion		1,591			1,675
Deferred revenues ‒ current portion		27,131			25,005
Current portion of long-term debt, net		2,240			—
Total current liabilities		64,295			60,542
Long-term income taxes		2,932			2,915
Non-current operating lease liabilities		3,154			3,504
Long-term debt, net		66,416			—
Other non-current liabilities		4,195			2,291
Total liabilities		140,992			69,252

Stockholders’ equity:
Common stock and additional paid-in capital		511,751			502,908
Treasury stock, at cost		(162,672	)		(159,352	)
Accumulated deficit		(97,020	)		(93,988	)
Accumulated other comprehensive loss		(3,079	)		(3,531	)
Total stockholders’ equity		248,980			246,037
Total liabilities and stockholders’ equity	$	389,972		$	315,289

PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)


	Three months ended
	March 31,			December 31,			March 31,
	2025 (1)			2024			2024

Revenues:
Analytics	$	42,471		$	47,926		$	38,463
Integrated yield ramp		5,307			2,159			2,847
Total revenues		47,778			50,085			41,310

Costs and Expenses:
Costs of revenues		12,955			15,901			13,529
Research and development		14,628			14,417			12,984
Selling, general, and administrative		23,372			19,073			16,498
Amortization of acquired intangible assets		378			182			259
Income (loss) from operations		(3,555	)		512			(1,960	)
Interest expense		(311	)		—			—
Other income (expense), net		870			962			1,692
Income before income tax expense		(2,996	)		1,474			(268	)
Income tax expense		(36	)		(935	)		(125	)
Net income (loss)	$	(3,032	)	$	539		$	(393	)

Net income (loss) per share:
Basic	$	(0.08	)	$	0.01		$	(0.01	)
Diluted	$	(0.08	)	$	0.01		$	(0.01	)

Weighted average common shares used to calculate net income (loss) per share:
Basic		39,088			38,783			38,500
Diluted		39,088			39,104			38,500

(1) Analytics Revenue includes revenue from SecureWise LLC, a wholly owned subsidiary we acquired in March 2025.

PDF SOLUTIONS, INC.
RECONCILIATION OF GAAP GROSS MARGIN TO NON-GAAP GROSS MARGIN (UNAUDITED)
(In thousands)


	Three months ended
	March 31,			December 31,			March 31,
	2025			2024			2024

GAAP
Total revenues	$	47,778		$	50,085		$	41,310
Costs of revenues		12,955			15,901			13,529
GAAP gross profit	$	34,823		$	34,184		$	27,781
GAAP gross margin		73	%		68	%		67	%

Non-GAAP
GAAP gross profit	$	34,823		$	34,184		$	27,781
Adjustments to reconcile GAAP to non-GAAP gross margin:
Stock-based compensation expense		1,342			1,336			1,200
Amortization of acquired technology		678			583			584
Non-GAAP gross profit	$	36,843		$	36,103		$	29,565
Non-GAAP gross margin		77	%		72	%		72	%

PDF SOLUTIONS, INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (UNAUDITED)
(In thousands, except per share amounts)


	Three months ended
	March 31,			December 31,		March 31,
	2025			2024		2024

GAAP net income (loss)	$	(3,032	)	$	539	$	(393	)
Adjustments to reconcile GAAP net income (loss) to non-GAAP net income:
Stock-based compensation expense		6,596			6,507		6,110
Amortization of acquired technology under costs of revenues		678			583		584
Amortization of other acquired intangible assets		378			182		259
Expenses for certain legal proceedings (1)		115			69		—
Non-recurring legal, finance, integration and other costs		4,345			940		—
Loss on damaged equipment in-transit		—			663		—
Amortization of debt issuance costs		5			—		—
Tax impact of valuation allowance for deferred tax assets and reconciling items (2)		(970	)		375		(813	)
Non-GAAP net income	$	8,115		$	9,858	$	5,747

GAAP net income (loss) per diluted share	$	(0.08	)	$	0.01	$	(0.01	)
Non-GAAP net income per diluted share	$	0.21		$	0.25	$	0.15

Weighted average common shares used in GAAP net income (loss) per diluted share calculation		39,088			39,104		38,500
Weighted average common shares used in non-GAAP net income per diluted share calculation		39,285			39,104		39,053

(1) Represents legal costs and expenses related to certain litigation and an arbitration proceeding, which are expected to continue until these matters are resolved.

(2) The difference between the GAAP and non-GAAP income tax provisions is primarily due to the valuation allowance on a GAAP basis and non-GAAP adjustments. For example, on a GAAP basis, the Company does not receive a deferred tax benefit for foreign tax credits or research and development credits after the valuation allowance. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense is not calculated with a full U.S. federal or state valuation allowance due to the Company’s cumulative non-GAAP income and management’s conclusion that it is more likely than not to utilize its net deferred tax assets (DTAs). Each reporting period, management evaluates the need for a valuation allowance and may place a valuation allowance against its U.S. net DTAs on a non-GAAP basis if it concludes it is more likely than not that it will not be able to utilize some or all of its U.S. DTAs on a non-GAAP basis.


Company Contacts:
Adnan Raza		Sonia Segovia
Chief Financial Officer		Investor Relations
Tel: (408) 516-0237		Tel: (408) 938-6491
Email: adnan.raza@pdf.com		Email: sonia.segovia@pdf.com

The MIL Network –

May 9, 2025

MIL-OSI: Prospect Capital Announces Financial Results for Fiscal March 2025 Quarter

Source: GlobeNewswire (MIL-OSI)

NEW YORK, May 08, 2025 (GLOBE NEWSWIRE) — Prospect Capital Corporation (NASDAQ: PSEC) (“Prospect”, “our”, or “we”) today announced financial results for our fiscal quarter ended March 31, 2025.

FINANCIAL RESULTS

All amounts in $000’s except per share amounts (on weighted average basis for period numbers)	Quarter Ended March 31, 2025	Quarter Ended December 31, 2024	Quarter Ended March 31, 2024

Net Investment Income (“NII”)	$83,489	$86,431	$94,375
NII per Common Share	$0.19	$0.20	$0.23
Interest as % of Total Investment Income	93.3%	91.0%	91.0%

Net Income (Loss) Applicable to Common Shareholders	$(171,331)	$(30,993)	$113,891
Net Income (Loss) per Common Share	$(0.39)	$(0.07)	$0.27

Distributions to Common Shareholders	$59,966	$65,554	$74,685
Distributions per Common Share	$0.135	$0.15	$0.18
Cumulative Paid and Declared Distributions to Common Shareholders⁽¹⁾	$4,527,079	$4,445,060	$4,263,149
Cumulative Paid and Declared Distributions per Common Share⁽¹⁾	$21.57	$21.39	$21.00
Multiple of Net Asset Value (“NAV”) per Common Share⁽¹⁾	3.0x	2.7x	2.3x

Total Assets	$6,996,312	$7,234,855	$7,905,794
Total Liabilities	$2,118,522	$2,164,305	$2,603,811
Preferred Stock	$1,632,426	$1,630,514	$1,559,764
Net Asset Value (“NAV”) to Common Shareholders	$3,245,364	$3,440,036	$3,742,219
NAV per Common Share	$7.25	$7.84	$8.99

Balance Sheet Cash + Undrawn Revolving Credit Facility Commitments	$1,716,035	$1,879,738	$1,101,604

Net of Cash Debt to Total Assets	28.7%	28.1%	31.2%
Net of Cash Debt to Equity Ratio⁽²⁾	40.8%	39.8%	46.2%
Net of Cash Asset Coverage of Debt Ratio⁽²⁾	345%	351%	316%

Unsecured Debt + Preferred Equity as % of Total Debt + Preferred Equity	87.5%	91.9%	77.7%
Unsecured and Non-Recourse Debt as % of Total Debt	100.0%	100.0%	100.0%

⁽¹⁾	Declared dividends are through the August 2025 distribution. May through August 2025 distributions are estimated based on shares outstanding as of 5/7/2025.
⁽²⁾	Including our preferred stock as equity.

CASH COMMON SHAREHOLDER DISTRIBUTION DECLARATION

Prospect is declaring distributions to common shareholders as follows:

Monthly Cash Common Shareholder Distribution	Record Date	Payment Date	Amount ($ per share)
May 2025	5/28/2025	6/18/2025	$0.0450
June 2025	6/26/2025	7/22/2025	$0.0450
July 2025	7/29/2025	8/20/2025	$0.0450
August 2025	8/27/2025	9/18/2025	$0.0450

Prospect expects to declare September 2025 and October 2025 distributions to common shareholders in August 2025.

Taking into account past distributions and our current share count for declared distributions, since inception through our April 2025 declared distribution, Prospect will have distributed $21.57 per share to original common shareholders, representing 3.0 times March 2025 common NAV per share, aggregating $4.5 billion in cumulative distributions to all common shareholders.

Since Prospect’s initial public offering in July 2004 through March 31, 2025, Prospect has invested over $21 billion across over 450 investments, exiting over 325 of these investments.

Since Prospect’s initial public offering in July 2004 through March 31,2025, Prospect’s exited investments resulted in an investment level realized gross internal rate of return (“IRR”) of approximately 13% (based on total capital invested and of approximately $11.8 billion and total proceeds from such exited investments of approximately $14.9 billion).

Drivers focused on optimizing our business include: (1) rotation of assets into and increased focus on our core business of first lien senior secured middle market loans (with our first lien mix increasing 60 basis points from the prior quarter and 650 basis points from the prior year), including sometimes with selected equity investments, (2) continued amortization of our already significantly reduced subordinated structured notes portfolio (now down to 4.2% of total assets), (3) prudent exits of equity linked assets (including real estate properties and corporate investments, with an additional real estate property exit this past quarter), (4) enhancement of portfolio company operating performance, and (5) greater utilization of our cost efficient revolving floating rate credit facility (which significantly matches with our majority floating rate assets).

In our middle market lending strategy, we continued our focus on first lien senior secured loans during the quarter, with such investments totaling $149 million of our $196 million of originations during the quarter. Investments during the quarter included our new platform investment in Taos Footwear Holdings, LLC, a leading innovative footwear brand with a two decade history, and other follow-on investments in existing portfolio companies to support acquisitions, working capital needs, organic growth initiatives, and other objectives.

Our subordinated structured notes portfolio as of March 31, 2025 represented 4.2% of our investment portfolio, a reduction of 310 basis points from 7.3% as of March 31, 2024. Since the inception of this strategy in 2011 and through March 31, 2025, we have exited 15 subordinated structured note investments that have earned an unlevered investment level gross cash internal rate of return (“IRR”) of 12.1% and cash on cash multiple of 1.3 times. The remaining subordinated structured notes portfolio had a trailing twelve month average cash yield of 30.2% and an annualized GAAP yield of 4.4% (in each case as of March 31, 2025, based on fair value, and excluding investments being redeemed), with the difference between cash yield and GAAP yield representing amortization of our cost basis.

In our real estate property portfolio at National Property REIT Corp. (“NPRC”), since the inception of this strategy in 2012 and through March 31, 2025, we have exited 52 property investments (including one exit in the March 2025 quarter) that have earned an unlevered investment-level gross cash IRR of 24.0% and cash on cash multiple of 2.4 times. The remaining real estate property portfolio included 58 properties and paid us an income yield of 4.5% for the quarter ended March 31, 2025. Our aggregate investment in NPRC had a $460 million unrealized gain as of March 31, 2025.

Our senior management team and employees own 28.8% of all common shares outstanding (an increase of 240 basis points since June 30, 2024) or $0.9 billion of our common equity as measured at NAV.

PORTFOLIO UPDATE AND INVESTMENT ACTIVITY

All amounts in $000’s except per unit amounts	As of March 31, 2025	As of December 31, 2024	As of March 31, 2024

Total Investments (at fair value)	$6,901,364	$7,132,928	$7,806,712
Number of Portfolio Companies	114	114	122
Number of Industries	33	33	36

First Lien Debt	65.5%	64.9%	59.0%
Second Lien Debt	10.5%	10.2%	14.6%
Subordinated Structured Notes	4.2%	5.8%	7.3%
Unsecured Debt	0.1%	0.1%	0.1%
Equity Investments	19.7%	19.0%	19.0%
Mix of Investments with Underlying Collateral Security	80.2%	80.9%	80.9%

Annualized Current Yield – All Investments	9.2%	9.1%	9.7%
Annualized Current Yield – Performing Interest Bearing Investments	11.5%	11.2%	12.1%

Non-Accrual Loans as % of Total Assets ⁽¹⁾	0.6%	0.4%	0.4%

Middle-Market Loan Portfolio Company Weighted Average EBITDA⁽²⁾	$97,732	$101,418	$107,796
Middle-Market Loan Portfolio Company Weighted Average Net Leverage Ratio⁽²⁾	5.6x	5.6x	5.1x

⁽¹⁾	Calculated at fair value.
⁽²⁾	For additional disclosure see “Middle-Market Loan Portfolio Company Weighted Average EBITDA and Net Leverage” at the end of the release.

During the June 2025 (to date), March 2025, and December 2024 quarters, investment originations (including follow on investments in existing portfolio companies) and repayments were as follows:

All amounts in $000’s	Quarter Ended	Quarter Ended	Quarter Ended
All amounts in $000’s	June 30, 2025 (to date)	March 31, 2025	December 31, 2024

Total Originations	$65,577	$196,144	$134,956

Middle-Market Lending	75.5%	81.0%	67.7%
Middle-Market Lending / Buyouts	—%	4.9%	14.5%
Real Estate	21.3%	14.1%	17.8%
Subordinated Structured Notes	—%	—%	—%

Total Repayments and Sales	$20,348	$191,656	$383,363

Originations, Net of Repayments and Sales	$45,229	$4,488	$(248,407)

For additional disclosure see “Primary Origination Strategies” at the end of this release. Totals may not add to 100% given there are other smaller and non-core investment strategies.

CAPITAL AND LIQUIDITY

Our multi-year, long-term laddered and diversified historical funding profile has included a $2.1 billion revolving credit facility (aggregate commitments with 48 current lenders), program notes, institutional bonds, convertible bonds, listed preferred stock, and program preferred stock. We have retired multiple upcoming maturities and, after successfully retiring our $156.2M convertible bond maturity in March 2025 (utilizing existing liquidity on hand), have just $2.4M remaining of debt maturing during calendar year 2025.

On April 9, 2025, we commenced a tender offer to purchase for cash any and all of the $342.9 million aggregate principal amount of our outstanding 3.706% Notes due 2026 (the “2026 Notes”) at a purchase price of $990.00 for each $1,000 principal, plus accrued and unpaid interest. On April 22, 2025, $135.7 million was validly tendered and accepted, representing 39.6% of the outstanding notes. Approximately $207.2 million aggregate principal amount of the 2026 Notes remain outstanding.

Our total unfunded eligible commitments to portfolio companies totals approximately $43 million, of which $17 million are considered at our sole discretion, representing 0.6% and 0.2% of our total assets as of March 31, 2025, respectively.

	As of	As of
All amounts in $000’s	March 31, 2025	December 31, 2024
Net of Cash Debt to Total Assets Ratio	28.7%	28.1%
Net of Cash Debt to Equity Ratio⁽¹⁾	40.8%	39.8%
% of Interest-Bearing Assets at Floating Rates	77.5%	79.8%
Unsecured Debt + Preferred Equity as % of Total Debt + Preferred Equity	87.5%	91.9%

Balance Sheet Cash + Undrawn Revolving Credit Facility Commitments	$1,716,035	$1,879,738

Unencumbered Assets	$4,440,135	$4,763,601
% of Total Assets	63.5%	65.8%

⁽¹⁾	Including our preferred stock as equity.

The below table summarizes our March 2025 quarter term debt issuance and repurchase/repayment activity:

All amounts in $000’s	Principal	Coupon	Maturity
Debt Issuances
Prospect Capital InterNotes^®	$2,366	7.00% – 7.50%	March 2028 – April 2030
Total Debt Issuances	$2,366

Debt Repurchases/Repayments
Prospect Capital InterNotes^®	$3,302	2.50% – 5.50%	February 2025 – March 2052
2026 Notes	$33,325	3.706%	January 2026
2025 Notes	$156,168	6.375%	March 2025
Total Debt Repurchases/Repayments	$192,795

Net Debt Repurchases/Repayments	$(190,429)

We currently have three separate unsecured debt issuances aggregating approximately $0.8 billion outstanding, not including our program notes, with laddered maturities extending through October 2028. At March 31, 2025, $643 million of program notes were outstanding with laddered maturities through March 2052.

At March 31, 2025 our weighted average cost of unsecured debt financing was 4.33%, a decrease of 0.16% from December 31, 2024, and an increase of 0.19% from March 31, 2024.

We have raised significant capital from our existing $2.25 billion perpetual preferred stock offering programs. The preferred stock provides Prospect with a diversified source of programmatic capital without creating scheduled maturity risk due to the perpetual term of multiple preferred tranches.

DIVIDEND REINVESTMENT PLAN

We have adopted a dividend reinvestment plan (also known as our “DRIP”) that provides for reinvestment of our distributions on behalf of our shareholders, unless a shareholder elects to receive cash. On April 17, 2020, our board of directors approved amendments to the Company’s DRIP, effective May 21, 2020. These amendments principally provide for the number of newly-issued shares pursuant to the DRIP to be determined by dividing (i) the total dollar amount of the distribution payable by (ii) 95% of the closing market price per share of our stock on the valuation date of the distribution (providing a 5% discount to the market price of our common stock), a benefit to shareholders who participate. HOW TO PARTICIPATE IN OUR DIVIDEND REINVESTMENT PLAN

Shares held with a broker or financial institution

Many shareholders have been automatically “opted out” of our DRIP by their brokers. Even if you have elected to automatically reinvest your PSEC stock with your broker, your broker may have “opted out” of our DRIP (which utilizes DTC’s dividend reinvestment service), and you may therefore not be receiving the 5% pricing discount. Shareholders interested in participating in our DRIP to receive the 5% discount should contact their brokers to make sure each such DRIP participation election has been made through DTC. In making such DRIP election, each shareholder should specify to one’s broker the desire to participate in the “Prospect Capital Corporation DRIP through DTC” that issues shares based on 95% of the market price (a 5% discount to the market price) and not the broker’s own “synthetic DRIP” plan (if any) that offers no such discount. Each shareholder should not assume one’s broker will automatically place such shareholder in our DRIP through DTC. Each shareholder will need to make this election proactively with one’s broker or risk not receiving the 5% discount. Each shareholder may also consult with a representative of such shareholder’s broker to request that the number of shares the shareholder wishes to enroll in our DRIP be re-registered by the broker in the shareholder’s own name as record owner in order to participate directly in our DRIP.

Shares registered directly with our transfer agent

If a shareholder holds shares registered in the shareholder’s own name with our transfer agent (less than 0.1% of our shareholders hold shares this way) and wants to make a change to how the shareholder receives dividends, please contact our plan administrator, Equiniti Trust Company, LLC by calling (888) 888-0313 or by mailing Equiniti Trust Company LLC, PO Box 10027, Newark, New Jersey 07101.

EARNINGS CONFERENCE CALL

Prospect will host an earnings call on Friday, May 9, 2025 at 9:00 a.m. Eastern Time. Dial 888-338-7333. For a replay after May 9, 2025 visit www.prospectstreet.com or call 877-344-7529 with passcode 7141044.


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (in thousands, except share and per share data)

	March 31, 2025			June 30, 2024
	(Unaudited)			(Audited)
Assets
Investments at fair value:
Control investments (amortized cost of $3,339,028 and $3,280,415, respectively)	$	3,702,161		$	3,872,575
Affiliate investments (amortized cost of $11,735 and $11,594, respectively)		22,693			18,069
Non-control/non-affiliate investments (amortized cost of $3,604,248 and $4,155,165, respectively)		3,176,510			3,827,599
Total investments at fair value (amortized cost of $6,955,011 and $7,447,174, respectively)		6,901,364			7,718,243
Cash and cash equivalents (restricted cash of $2,300 and $3,974, respectively)		54,498			85,872
Receivables for:
Interest, net		16,176			26,936
Other		1,910			1,091
Deferred financing costs on Revolving Credit Facility		20,018			22,975
Prepaid expenses		1,576			1,162
Due from broker		715			734
Due from Affiliate		55			79
Total Assets		6,996,312			7,857,092
Liabilities
Revolving Credit Facility		459,963			794,796
Public Notes (less unamortized discount and debt issuance costs of $8,841 and $12,433, respectively)		934,106			987,567
Prospect Capital InterNotes® (less unamortized debt issuance costs of $8,975 and $7,999, respectively)		633,923			496,029
Convertible Notes (less unamortized debt issuance costs of $0 and $649, respectively)		—			155,519
Due to Prospect Capital Management		39,781			58,624
Interest payable		21,709			21,294
Dividends payable		20,460			25,804
Accrued expenses		3,674			3,591
Due to Prospect Administration		2,809			5,433
Due to broker		1,748			10,272
Other liabilities		349			242
Total Liabilities		2,118,522			2,559,171
Commitments and Contingencies
Preferred Stock, par value $0.001 per share (847,900,000 and 647,900,000 shares of preferred stock authorized, with 80,000,000 and 80,000,000 as Series A1, 80,000,000 and 80,000,000 as Series M1, 80,000,000 and 80,000,000 as Series M2, 20,000,000 and 20,000,000 as Series AA1, 20,000,000 and 20,000,000 as Series MM1, 1,000,000 and 1,000,000 as Series A2, 6,900,000 and 6,900,000 as Series A, 80,000,000 and 80,000,000 as Series A3, 80,000,000 and 80,000,000 as Series M3, 90,000,000 and 80,000,000 as Series A4, 90,000,000 and 80,000,000 as Series M4, 20,000,000 and 20,000,000 as Series AA2, 20,000,000 and 20,000,000 as Series MM2, 90,000,000 and 0 as Series A5, and 90,000,000 and 0 as Series M5, each as of March 31, 2025 and June 30, 2024; 27,423,137 and 28,932,457 Series A1 shares issued and outstanding, 1,226,738 and 1,788,851 Series M1 shares issued and outstanding, 0 and 0 Series M2 shares issued and outstanding, 0 and 0 Series AA1 shares issued and outstanding, 0 and 0 Series MM1 shares issued and outstanding, 163,000 and 164,000 Series A2 shares issued and outstanding, 5,251,157 and 5,251,157 Series A shares issued and outstanding, 24,283,306 and 24,810,648 Series A3 shares issued and outstanding, 2,321,362 and 3,351,101 Series M3 shares issued and outstanding, 2,208,613 and 1,401,747 Series M4 shares issued and outstanding, 6,982,590 and 3,766,166 Series A4 issued and outstanding, 0 and 0 Series AA2 shares issued and outstanding, 0 and 0 Series MM2 shares issued and outstanding, 1,029,762 and 0 Series A5 issued and outstanding, and 193,289 and 0 Series M5 issued and outstanding as of March 31, 2025 and June 30, 2024, respectively) at carrying value plus cumulative accrued and unpaid dividends		1,632,426			1,586,188
Net Assets Applicable to Common Shares	$	3,245,364		$	3,711,733
Components of Net Assets Applicable to Common Shares and Net Assets, respectively
Common stock, par value $0.001 per share (1,152,100,000 and 1,352,100,000 common shares authorized; 447,344,378 and 424,846,963 issued and outstanding, respectively)		447			425
Paid-in capital in excess of par		4,304,253			4,208,607
Distributions in excess of earnings		(1,059,336	)		(497,299	)
Net Assets Applicable to Common Shares	$	3,245,364		$	3,711,733
Net Asset Value Per Common Share	$	7.25		$	8.74


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) (Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
		2025			2024			2025			2024
Investment Income
Interest income (excluding payment-in-kind (“PIK”) interest income):
Control investments	$	60,584		$	47,295		$	170,352		$	138,111
Non-control/non-affiliate investments		75,874			97,665			257,943			309,770
Structured credit securities		3,272			4,748			11,505			30,317
Total interest income (excluding PIK interest income)		139,730			149,708			439,800			478,198
PIK interest income:
Control investments		8,915			21,210			42,509			72,161
Non-control/non-affiliate investments		10,611			13,014			30,360			30,651
Total PIK Interest Income		19,526			34,224			72,869			102,812
Total interest income		159,256			183,932			512,669			581,010
Dividend income:
Control investments		4,387			510			8,774			737
Affiliate investments		—			—			141			1,307
Non-control/non-affiliate investments		3,366			1,469			8,209			4,334
Total dividend income		7,753			1,979			17,124			6,378
Other income:
Control investments		416			14,192			15,799			55,553
Non-control/non-affiliate investments		3,291			2,112			6,898			6,461
Total other income		3,707			16,304			22,697			62,014
Total Investment Income		170,716			202,215			552,490			649,402
Operating Expenses
Base management fee		35,578			39,218			111,253			117,594
Income incentive fee		4,207			17,390			33,519			61,332
Interest and credit facility expenses		36,151			39,841			113,890			120,478
Allocation of overhead from Prospect Administration		5,318			5,708			16,734			20,073
Audit, compliance and tax related fees		583			583			2,383			2,079
Directors’ fees		150			150			450			416
Other general and administrative expenses		5,240			4,950			14,464			10,516
Total Operating Expenses		87,227			107,840			292,693			332,488
Net Investment Income		83,489			94,375			259,797			316,914
Net Realized and Net Change in Unrealized Gains (Losses) from Investments
Net realized gains (losses)
Control investments		4			1,186			6,374			1,039
Non-control/non-affiliate investments		(63,184	)		(70,949	)		(216,577	)		(278,168	)
Net realized gains (losses)		(63,180	)		(69,763	)		(210,203	)		(277,129	)
Net change in unrealized gains (losses)
Control investments		(73,292	)		125,827			(217,121	)		8,592
Affiliate investments		2,481			(487	)		4,483			2,101
Non-control/non-affiliate investments		(90,058	)		(5,523	)		(112,078	)		183,012
Net change in unrealized gains (losses)		(160,869	)		119,817			(324,716	)		193,705
Net Realized and Net Change in Unrealized Gains (Losses) from Investments		(224,049	)		50,054			(534,919	)		(83,424	)
Net realized gains (losses) on extinguishment of debt		644			(68	)		1,128			(212	)
Net Increase (Decrease) in Net Assets Resulting from Operations		(139,916	)		144,361			(273,994	)		233,278
Preferred Stock dividends		(26,698	)		(24,812	)		(80,083	)		(72,033	)
Net gain (loss) on redemptions of Preferred Stock		(1,586	)		(925	)		(188	)		(46	)
Gain (loss) on Accretion to Redemption Value of Preferred Stock		(3,131	)		(4,733	)		(13,128	)		(4,733	)
Net Increase (Decrease) in Net Assets Resulting from Operations applicable to Common Stockholders	$	(171,331	)	$	113,891		$	(367,393	)	$	156,466


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES ROLLFORWARD OF NET ASSET VALUE PER COMMON SHARE (in actual dollars)

	Three Months Ended March 31,								Nine Months Ended March 31,
		2025				2024				2025				2024
Per Share Data
Net asset value per common share at beginning of period	$	7.84			$	8.92			$	8.74			$	9.24
Net investment income⁽¹⁾		0.19				0.23				0.60				0.77
Net realized and change in unrealized gains (losses)⁽¹⁾		(0.51	)			0.11				(1.25	)			(0.22	)
Net increase (decrease) from operations		(0.33	)	₍₇₎		0.34				(0.66	)	₍₇₎		0.56		₍₇₎
Distributions of net investment income to preferred stockholders		(0.06	)	₍₄₎		(0.06	)	₍₃₎		(0.18	)	₍₄₎		(0.18	)	₍₃₎
Distributions of capital gains to preferred stockholders		—		₍₄₎		—		₍₃₎		—		₍₄₎		—		₍₃₎
Total distributions to preferred stockholders		(0.06	)			(0.06	)			(0.18	)			(0.18	)
Net increase (decrease) from operations applicable to common stockholders		(0.39	)			0.27		₍₇₎		(0.84	)			0.38
Distributions of net investment income to common stockholders		(0.14	)	₍₄₎		(0.18	)	₍₃₎		(0.47	)	₍₄₎		(0.52	)	₍₃₎
Return of capital to common stockholders		—		₍₄₎		—		₍₃₎		—		₍₄₎		(0.02	)	₍₃₎₍₆₎
Total distributions to common stockholders		(0.14	)			(0.18	)			(0.47	)			(0.54	)
Common stock transactions⁽²⁾		(0.08	)			(0.03	)			(0.21	)			(0.09	)
Net asset value per common share at end of period	$	7.25		₍₇₎	$	8.99		₍₇₎	$	7.25		₍₇₎	$	8.99

(1)	Per share data amount is based on the basic weighted average number of common shares outstanding for the year/period presented (except for dividends to stockholders which is based on actual rate per share). Realized gains (losses) is inclusive of net realized losses (gains) on investments, realized losses (gains) from extinguishment of debt and realized gains (losses) from the repurchases and redemptions of preferred stock.
(2)	Common stock transactions include the effect of our issuance of common stock in public offerings (net of underwriting and offering costs), shares issued in connection with our common stock dividend reinvestment plan, common shares issued to acquire investments, common shares repurchased below net asset value pursuant to our Repurchase Program, and common shares issued pursuant to the Holder Optional Conversion of our 5.50% Preferred Stock and 6.50% Preferred Stock.
(3)	Tax character of distributions is not yet finalized for the respective fiscal period and will not be finalized until we file our tax return for our tax year ending August 31, 2024.
(4)	Tax character of distributions is not yet finalized for the respective fiscal period and will not be finalized until we file our tax return for our tax year ending August 31, 2025.
(5)	Diluted net decrease from operations applicable to common stockholders was $0.39 for the three months ended March 31, 2025. Diluted net increase from operations applicable to common stockholders was $0.20 for the three months ended March 31, 2024. Diluted net decrease from operations applicable to common stockholders was $0.84 for the nine months ended March 31, 2025. Diluted net increase from operations applicable to common stockholders was $0.33 for the nine months ended March 31, 2024.
(6)	The amounts reflected for the respective fiscal periods were updated based on tax information received subsequent to our Form 10-K filing for the year ended June 30, 2023 and our Form 10-Q filing for March 31, 2024. Certain reclassifications have been made in the presentation of prior period amounts.
(7)	Does not foot due to rounding.

MIDDLE-MARKET LOAN PORTFOLIO COMPANY WEIGHTED AVERAGE EBITDA, NET LEVERAGE AND INTERNAL RATE OF RETURN

Middle-Market Loan Portfolio Company Weighted Average Net Leverage (“Middle-Market Portfolio Net Leverage”) and Middle-Market Loan Portfolio Company Weighted Average EBITDA (“Middle-Market Portfolio EBITDA”) provide clarity into the underlying capital structure of PSEC’s middle-market loan portfolio investments and the likelihood that such portfolio will make interest payments and repay principal. PSEC’s consumer finance middle-market lending / buyout portfolio company investments are excluded from Middle-Market Portfolio Net Leverage and Middle-Market Portfolio EBITDA because consumer finance companies typically rely on financing to fund their lending activities.

Middle-Market Portfolio Net Leverage reflects the net leverage of each of PSEC’s middle-market loan portfolio company debt investments, weighted based on the current fair market value of such debt investments. The net leverage for each middle-market loan portfolio company is calculated based on PSEC’s investment in the capital structure of such portfolio company, with a maximum limit of 10.0x adjusted EBITDA. This calculation excludes debt subordinate to PSEC’s position within the capital structure because PSEC’s exposure to interest payment and principal repayment risk is limited beyond that point. Additionally, subordinated structured notes, rated secured structured notes, real estate investments, investments for which EBITDA is not available, and equity investments, for which principal repayment is not fixed, are also not included in the calculation. The calculation does not exceed 10.0x adjusted EBITDA for any individual investment because 10.0x captures the highest level of risk to PSEC. Middle-Market Portfolio Net Leverage provides PSEC with some guidance as to PSEC’s exposure to the interest payment and principal repayment risk of PSEC’s middle-market loan portfolio. PSEC monitors its Middle-Market Portfolio Net Leverage on a quarterly basis.

Middle-Market Portfolio EBITDA is used by PSEC to supplement Middle-Market Portfolio Net Leverage and generally indicates a portfolio company’s ability to make interest payments and repay principal. Middle-Market Portfolio EBITDA is calculated using the EBITDA of each of PSEC’s middle-market loan portfolio companies, weighted based on the current fair market value of the related investments. The calculation provides PSEC with insight into profitability and scale of the portfolio companies within PSEC’s middle-market loan portfolio.

These calculations include addbacks that are typically negotiated and documented in the applicable investment documents, including but not limited to transaction costs, share-based compensation, management fees, foreign currency translation adjustments, and other nonrecurring transaction expenses.

Together, Middle-Market Portfolio Net Leverage and Middle-Market Portfolio EBITDA assist PSEC in assessing the likelihood that PSEC will timely receive interest and principal payments. However, these calculations are not meant to substitute for an analysis of PSEC’s underlying portfolio company debt investments, but to supplement such analysis.

Internal Rate of Return (“IRR”) is the discount rate that makes the net present value of all cash flows related to a particular investment equal to zero. IRR is gross of general expenses not related to specific investments as these expenses are not allocable to specific investments. Investments are considered to be exited when the original investment objective has been achieved through the receipt of cash and/or non-cash consideration upon the repayment of a debt investment or sale of an investment or through the determination that no further consideration was collectible and, thus, a loss may have been realized. Prospect’s gross IRR calculations are unaudited. Information regarding internal rates of return are historical results relating to Prospect’s past performance and are not necessarily indicative of future results, the achievement of which cannot be assured.

PRIMARY ORIGINATION STRATEGIES

Lending to Companies – We make directly-originated, agented loans to companies, including companies which are controlled by private equity sponsors and companies that are not controlled by private equity sponsors (such as companies that are controlled by the management team, the founder, a family or public shareholders). This debt can take the form of first lien, second lien, unitranche or unsecured loans. These loans typically have equity subordinate to our loan position. We may also purchase selected equity investments in such companies. In addition to directly-originated, agented loans, we also invest in senior and secured loans syndicated loans and high yield bonds that have been sold to a club or syndicate of buyers, both in the primary and secondary markets. These investments are often purchased with a long term, buy-and-hold outlook, and we often look to provide significant input to the transaction by providing anchoring orders.

Lending to Companies and Purchasing Controlling Equity Positions in Such Companies – This strategy involves purchasing senior and secured yield-producing debt and controlling equity positions in operating companies across various industries. We believe this strategy provides enhanced certainty of closing to sellers and the opportunity for management to continue on in their current roles. These investments are often structured in tax-efficient partnerships, enhancing returns.

Purchasing Controlling Equity Positions and Lending to Real Estate Companies – We purchase debt and controlling equity positions in tax-efficient real estate investment trusts (“REIT” or “REITs”). The real estate investments of National Property REIT Corp. (“NPRC”) are in various classes of developed and occupied real estate properties that generate current yields, including multi-family properties, student housing and senior living. NPRC seeks to identify properties that have historically significant occupancy rates and recurring cash flow generation. NPRC generally co-invests with established and experienced property management teams that manage such properties after acquisition. Additionally, NPRC makes investments in rated secured structured notes (primarily debt of structured credit). NPRC also purchases loans originated by certain consumer loan facilitators. It purchases each loan in its entirety (i.e., a “whole loan”). The borrowers are consumers, and the loans are typically serviced by the facilitators of the loans.

Investing in Structured Credit – We make investments in structured credit, often taking a significant position in subordinated structured notes (equity). The underlying portfolio of each structured credit investment is diversified across approximately 100 to 200 broadly syndicated loans and does not have direct exposure to real estate, mortgages, or consumer-based credit assets. The structured credit portfolios in which we invest are managed by established collateral management teams with many years of experience in the industry.

About Prospect Capital Corporation

Prospect is a business development company lending to and investing in private businesses. Prospect’s investment objective is to generate both current income and long-term capital appreciation through debt and equity investments.

Prospect has elected to be treated as a business development company under the Investment Company Act of 1940. We have elected to be treated as a regulated investment company under the Internal Revenue Code of 1986.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, whose safe harbor for forward-looking statements does not apply to business development companies. Any such statements, other than statements of historical fact, are highly likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under our control, and that we may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from any forward-looking statements. Such statements speak only as of the time when made, and we undertake no obligation to update any such statement now or in the future.

For additional information, contact:

Grier Eliasek, President and Chief Operating Officer
grier@prospectcap.com
Telephone (212) 448-0702

The MIL Network –

May 9, 2025

MIL-OSI: Definitive Healthcare Reports Financial Results for First Quarter Fiscal Year 2025

Source: GlobeNewswire (MIL-OSI)

FRAMINGHAM, Mass., May 08, 2025 (GLOBE NEWSWIRE) — Definitive Healthcare Corp. (“Definitive Healthcare” or the “Company”) (Nasdaq: DH), an industry leader in healthcare commercial intelligence, today announced financial results for the quarter ended March 31, 2025.

First Quarter 2025 Financial Highlights:

Revenue was $59.2 million, a decrease of 7% from $63.5 million in Q1 2024.
Net Loss, inclusive of goodwill impairment charges of $176.5 million, was $(155.1) million, or (262)% of revenue, compared to $(12.7) million or (20)% of revenue in Q1 2024.
Adjusted Net Income was $7.0 million, compared to $13.0 million in Q1 2024.
Adjusted EBITDA was $14.7 million, or 25% of revenue, compared to $20.0 million, or 32% of revenue in Q1 2024.
Cash Flow from Operations was $26.1 million in the quarter.
Unlevered Free Cash Flow was $22.9 million in the quarter.

“We delivered first quarter results above the high end of our guidance for both revenue and earnings, reflecting solid new logo momentum across markets, and our continued focus on operational efficiency,” said Kevin Coop, CEO of Definitive Healthcare. “Even with rising macroeconomic uncertainty, we remain firmly on track to meet our full-year financial targets.”

Recent Business and Operating Highlights:

Customer Wins

In the first quarter, Definitive Healthcare continued to win new logos and expansion opportunities across all end-markets, by providing the data, insights and integrations that drive their critical business use cases. Customer wins for the quarter included:

A California-based medical device company, focused on continuous patient monitoring, recently selected our Carevoyance platform to equip their sales team with the insights and data they need to identify high-value targets, including ambulatory surgery centers and hospitals.
A regional health system in the Southern US recently selected our Populi platform to support new service line expansions, physician recruitment, and telemedicine growth opportunities, along with competitive intelligence and insights on technology adoption.
A leading office supply company recently returned to Definitive Healthcare after switching to a competitor in 2023. The decision was driven by our comprehensive data on hospitals, health systems, and post-acute care organizations, our robust affiliations and hierarchy insights that were critical for their enterprise sales team, and our ability to easily integrate with Salesforce.com.
As we expand our focus on digital marketing activation partnerships, we recently signed two leading healthcare advertising agencies. Both agencies are currently ramping, and we expect to see momentum continuing to build in the second half of 2025.

Business Outlook

Based on information as of May 8, 2025, the Company is issuing the following financial guidance.

Second Quarter 2025:

Revenue is expected to be in the range of $58.5 – $60.0 million.
Adjusted Operating Income is expected to be in the range of $12.0 – $13.0 million.
Adjusted EBITDA is expected to be in the range of $15.0 – $16.0 million, and 25 – 27% adjusted EBITDA margin.
Adjusted Net Income is expected to be $6.5 – $7.5 million.
Adjusted Net Income Per Diluted Share is expected to be $0.04 to $0.05 per share on approximately 147.9 million weighted-average shares outstanding.

Full Year 2025:

Revenue is expected to be in the range of $234.0 – $240.0 million, raising the bottom end of our prior range by $4.0 million.
Adjusted Operating Income is expected to be in the range of $49.0 – $53.0 million.
Adjusted EBITDA is expected to be in the range of $61.0 – $65.0 million, for a full-year adjusted EBITDA margin ranging from 26 – 28%.
Adjusted Net Income is expected to be $30.0 – $34.0 million.
Adjusted Net Income Per Diluted Share is expected to be $0.20 – $0.23 per share on approximately 148.8 million weighted-average shares outstanding.

We do not provide a quantitative reconciliation of the forward-looking non-GAAP financial measures included in this press release to the most directly comparable GAAP measures due to the high variability and difficulty in predicting certain items excluded from these non-GAAP financial measures; in particular, the effects of equity-based compensation expense, taxes and amounts under the tax receivable agreement, deferred tax assets and deferred tax liabilities, and transaction, integration, and restructuring expenses. We expect the variability of these excluded items may have a significant and potentially unpredictable impact on our future GAAP financial results.

Conference Call Information

Definitive Healthcare will host a conference call today May 8, 2025, at 5:00 p.m. (Eastern Time) to discuss the Company’s full financial results and current business outlook. Participants may access the call at 1-877-358-7298 or 1-848-488-9244. Shortly after the conclusion of the call, a replay of this conference call will be available through June 7, 2025, at 1-800-645-7964 or 1-757-849-6722. The replay passcode is 1765#. A live audio webcast of the event will be available on Definitive Healthcare’s Investor Relations website at https://ir.definitivehc.com/.

About Definitive Healthcare

At Definitive Healthcare, our passion is to transform data, analytics and expertise into healthcare commercial intelligence. We help clients uncover the right markets, opportunities and people, so they can shape tomorrow’s healthcare industry. Learn more at definitivehc.com.

Forward-Looking Statements

This press release includes forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by words or phrases written in the future tense and/or preceded by words such as “likely,” “will,” “should,” “may,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “assumes,” “would,” “potentially” or similar words or variations thereof, or the negative thereof, references to future periods, or by the inclusion of forecasts or projections, but these terms are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook, financial guidance, the benefits of our healthcare commercial intelligence solutions, our overall future prospects, customer behaviors and use of our solutions, the market, industry and macroeconomic environment, our plans to improve our operational and financial performance and our business, our ability to execute on our plans, customer growth, including our upsell and cross-sell opportunities, and our ability to successfully transition executive leadership.

Forward-looking statements in this press release are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following: global geopolitical tension and difficult macroeconomic conditions; actual or potential changes in international, national, regional and local economic, business and financial conditions, including tariffs, sanctions, trade barriers, recessions, fluctuating inflation, high interest rates, volatility in the capital markets and related market uncertainty; our inability to acquire new customers and generate additional revenue from existing customers; our inability to generate sales of subscriptions to our platform or any decline in demand for our platform and the data we offer; the competitiveness of the market in which we operate and our ability to compete effectively; the failure to maintain and improve our platform, or develop new modules or insights for healthcare commercial intelligence; the inability to obtain and maintain accurate, comprehensive or reliable data, which could result in reduced demand for our platform; the loss of our access to our data providers; the failure to respond to advances in healthcare commercial intelligence; an inability to attract new customers and expand subscriptions of current customers; our ability to successfully transition executive leadership; the possibility that our security measures are breached or unauthorized access to data is otherwise obtained; and the risks of being required to collect sales or other related taxes for subscriptions to our platform in jurisdictions where we have not historically done so.

Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

For additional discussion of factors that could impact our operational and financial results, refer to our Quarterly Report on Form 10-Q for the three months ended March 31, 2025 that will be filed following this earnings release, as well as our Current Reports on Form 8-K and other subsequent SEC filings, which are or will be available on the Investor Relations page of our website at ir.definitivehc.com and on the SEC website at www.sec.gov.

All information in this press release speaks only as of the date on which it is made. We undertake no obligation to publicly update this information, whether as a result of new information, future developments or otherwise, except as may be required by law.

Website

Definitive Healthcare intends to use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at https://www.definitivehc.com/. Accordingly, you should monitor the investor relations portion of our website at https://ir.definitivehc.com/ in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section of our investor relations page at https://ir.definitivehc.com/.

Non-GAAP Financial Measures

We have presented supplemental non-GAAP financial measures as part of this earnings release. We believe that these supplemental non-GAAP financial measures are useful to investors because they allow for an evaluation of the Company with a focus on the performance of its core operations, including providing meaningful comparisons of financial results to historical periods and to the financial results of peer and competitor companies. Our use of these non-GAAP terms may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies and are not measures of performance calculated in accordance with GAAP. Our presentation of these non-GAAP financial measures are intended as supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures should not be considered as alternatives to loss from operations, net loss, earnings per share, or any other performance measures derived in accordance with GAAP or as measures of operating cash flows or liquidity. A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included at the end of this press release. In evaluating our non-GAAP financial measures, you should be aware that in the future, we may incur expenses similar to those eliminated in these presentations.

We refer to Unlevered Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Net Income and Adjusted Net Income Per Diluted Share as non-GAAP financial measures. These non-GAAP financial measures are not required by or prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). These are supplemental financial measures of our performance and should not be considered substitutes for cash provided by (used in) operating activities, loss from operations, net (loss) income, net (loss) income margin, gross profit, gross margin, or any other measure derived in accordance with GAAP.

We define Unlevered Free Cash Flow as net cash provided by operating activities less purchases of property, equipment and other assets, plus cash interest expense, and cash payments related to transaction, integration, and restructuring related expenses, earnouts, and other non-core items. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.

We define EBITDA as earnings before debt-related costs, including interest expense (income), net, and loss on partial extinguishment of debt, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items of a significant or unusual nature, including other income, net, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin are key metrics used by management and our board of directors to assess the profitability of our operations. We believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to help investors to assess our operating performance because these metrics eliminate non-core and unusual items and non-cash expenses, which we do not consider indicative of ongoing operational performance. We believe that these metrics are helpful to investors in measuring the profitability of our operations on a consolidated level.

We define Adjusted Gross Profit as gross profit excluding acquisition-related amortization and equity-based compensation costs and Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. Adjusted Gross Profit and Adjusted Gross Margin are key metrics used by management and our board of directors to assess our operations. We exclude acquisition-related depreciation and amortization expenses as they have no direct correlation to the cost of operating our business on an ongoing basis. A small portion of equity-based compensation is included in cost of revenue in accordance with GAAP but is excluded from our Adjusted Gross Profit calculations due to its non-cash nature.

We define Adjusted Operating Income as loss from operations plus acquisition related amortization, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses.

We define Adjusted Net Income as Adjusted Operating Income less interest (expense), income net, recurring income tax (provision) benefit, foreign currency gain (loss), and tax impacts of adjustments. We define Adjusted Net Income Per Diluted Share as Adjusted Net Income divided by diluted outstanding shares.

In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in these presentations.

Investor Contact:
Brian Denyeau
ICR for Definitive Healthcare
brian.denyeau@icrinc.com
646-277-1251

Media Contact:
Bethany Swackhamer
bswackhamer@definitivehc.com

Definitive Healthcare Corp.
Condensed Consolidated Balance Sheets
(in thousands, except number of shares and par value; unaudited)

	March 31, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	106,099		$	105,378
Short-term investments		94,574			184,786
Accounts receivable, net		42,923			53,232
Prepaid expenses and other assets		16,173			13,040
Deferred contract costs		13,673			13,736
Total current assets		273,442			370,172
Property and equipment, net		9,483			3,791
Operating lease right-of-use assets, net		6,982			7,521
Other assets		2,991			2,300
Deferred contract costs		14,299			14,389
Intangible assets, net		284,708			297,933
Goodwill		216,752			393,283
Total assets	$	808,657		$	1,089,389
Liabilities and Equity
Current liabilities:
Accounts payable		8,218			10,763
Accrued expenses and other liabilities		26,963			40,896
Deferred revenue		109,724			93,344
Term loan		8,750			13,750
Operating lease liabilities		2,422			2,408
Total current liabilities		156,077			161,161
Long term liabilities:
Deferred revenue		2,790			32
Term loan		162,385			229,368
Operating lease liabilities		7,051			7,586
Tax receivable agreements liability		23,124			49,511
Deferred tax liabilities		13,912			25,088
Other liabilities		7,413			9,449
Total liabilities		372,752			482,195

Equity:
Class A Common Stock, par value $0.001, 600,000,000 shares authorized, 109,646,157 and 113,953,554 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		110			114
Class B Common Stock, par value $0.00001, 65,000,000 shares authorized, 38,997,184 and 38,995,217 shares issued and outstanding, respectively, at March 31, 2025, and 39,439,198 and 39,375,806 shares issued and outstanding, respectively, at December 31, 2024		—			—
Additional paid-in capital		1,071,732			1,085,445
Accumulated other comprehensive deficit		(1,264	)		(610	)
Accumulated deficit		(747,802	)		(640,574	)
Noncontrolling interests		113,129			162,819
Total equity		435,905			607,194
Total liabilities and equity	$	808,657		$	1,089,389


Definitive Healthcare Corp.
Condensed Consolidated Statements of Operations
(in thousands, except share amounts and per share data; unaudited)

	Three Months Ended March 31,
	2025			2024
Revenue	$	59,191		$	63,480
Cost of revenue:
Cost of revenue exclusive of amortization ⁽¹⁾		10,141			9,736
Amortization		5,290			3,362
Gross profit		43,760			50,382
Operating expenses:
Sales and marketing ⁽¹⁾		20,653			21,760
Product development ⁽¹⁾		9,301			10,132
General and administrative ⁽¹⁾		12,269			16,883
Depreciation and amortization		8,527			9,322
Transaction, integration, and restructuring expenses		1,265			8,534
Goodwill impairment		176,531			–
Total operating expenses		228,546			66,631
Loss from operations		(184,786	)		(16,249	)
Other (expense) income, net
Interest (expense) income, net		(381	)		111
Other income, net		19,188			2,640
Total other income, net		18,807			2,751
Net loss before income taxes		(165,979	)		(13,498	)
Benefit from income taxes		10,886			780
Net loss		(155,093	)		(12,718	)
Less: Net loss attributable to noncontrolling interests		(47,865	)		(3,200	)
Net loss attributable to Definitive Healthcare Corp.	$	(107,228	)	$	(9,518	)
Net loss per share of Class A Common Stock:
Basic and diluted	$	(0.95	)	$	(0.08	)
Weighted average Class A Common Stock outstanding:
Basic and diluted		112,782,505			117,433,520


⁽¹⁾ Amounts include equity-based compensation expense as follows:
	Three Months Ended March 31,
	2025			2024
Cost of revenue	$	160		$	271
Sales and marketing		1,179			2,271
Product development		1,739			2,761
General and administrative		4,241			10,279
Total equity-based compensation expense	$	7,319		$	15,582


Definitive Healthcare Corp.
Condensed Consolidated Statements of Cash Flows
(in thousands; unaudited)

	Three Months Ended March 31,
	2025			2024
Cash flows provided by (used in) operating activities:
Net loss	$	(155,093	)	$	(12,718	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		591			554
Amortization of intangible assets		13,226			12,130
Amortization of deferred contract costs		3,947			3,692
Equity-based compensation		7,319			15,582
Amortization of debt issuance costs		126			176
(Benefit from) provision for doubtful accounts receivable		(142	)		211
Loss on partial extinguishment of debt		507			—
Non-cash restructuring charges		192			—
Goodwill impairment charges		176,531			—
Tax receivable agreement remeasurement		(20,664	)		(2,267	)
Changes in fair value of contingent consideration		(690	)		270
Deferred income taxes		(11,007	)		(847	)
Changes in operating assets and liabilities:
Accounts receivable		10,351			2,999
Prepaid expenses and other assets		(5,683	)		(1,399	)
Deferred contract costs		(3,794	)		(2,699	)
Contingent consideration		—			(602	)
Accounts payable, accrued expenses, and other liabilities		(8,745	)		(8,231	)
Deferred revenue		19,094			9,738
Net cash provided by operating activities		26,066			16,589
Cash flows (used in) provided by investing activities:
Purchases of property, equipment, and other assets		(7,706	)		(266	)
Purchases of short-term investments		(12,000	)		(83,826	)
Maturities of short-term investments		103,251			73,588
Cash paid for acquisitions, net of cash acquired		—			(13,530	)
Net cash provided by (used in) investing activities		83,545			(24,034	)
Cash flows used in financing activities:
Repayments of term loan		(246,250	)		(3,438	)
Proceeds from term loan		175,000			—
Payments of debt issuance costs		(1,660	)		—
Taxes paid related to net share settlement of equity awards		(1,874	)		(5,806	)
Repurchases of Class A Common Stock		(21,155	)		—
Payments of contingent consideration		—			(1,000	)
Payments under tax receivable agreement		(13,767	)		(6,950	)
Net cash used in financing activities		(109,706	)		(17,194	)
Net decrease in cash and cash equivalents		(95	)		(24,639	)
Effect of exchange rate changes on cash and cash equivalents		816			(343	)
Cash and cash equivalents, beginning of period		105,378			130,976
Cash and cash equivalents, end of period	$	106,099		$	105,994
Supplemental cash flow disclosures:
Cash paid during the period for:
Interest	$	2,242		$	3,642
Income taxes	$	32		$	—
Acquisitions:
Net assets acquired, net of cash acquired	$	—		$	13,675
Working capital adjustment receivable		—			(145	)
Net cash paid for acquisitions	$	—		$	13,530
Supplemental disclosure of non-cash investing activities:
Capital expenditures included in accounts payable and accrued expenses and other liabilities	$	5,393		$	—


Definitive Healthcare Corp.
Reconciliations of Non-GAAP Financial Measures to Closest GAAP Equivalent

Reconciliation of GAAP Operating Cash Flow to Unlevered Free Cash Flow
(in thousands; unaudited)

	Three Months Ended March 31,
	2025			2024
Net cash provided by operating activities	$	26,066		$	16,589
Purchases of property, equipment, and other assets		(7,706	)		(266	)
Interest paid in cash		2,242			3,642
Transaction, integration, and restructuring expenses paid in cash ^(a)		1,763			8,264
Earnout payment ^(b)		—			602
Other non-core items ^(c)		560			(528	)
Unlevered Free Cash Flow	$	22,925		$	28,303

(a) Transaction and integration expenses paid in cash primarily represent legal, accounting, and consulting expenses related to our acquisitions. Restructuring expenses paid in cash relate to our restructuring plans.
(b) Earnout payment represents final settlement of contingent consideration included in cash flow from operations.
(c) Non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and unrelated to our core operations.

Reconciliation of GAAP Net Loss to Adjusted Net Income and
GAAP Operating Loss to Adjusted Operating Income
(in thousands, except share and per share amounts; unaudited)

	Three Months Ended March 31,
	2025			2024
Net loss	$	(155,093	)	$	(12,718	)
Add: Income tax benefit		(10,886	)		(780	)
Add: Interest expense (income), net		381			(111	)
Add: Loss on partial extinguishment from debt		507			—
Add: Other income, net		(19,695	)		(2,640	)
Loss from operations		(184,786	)		(16,249	)
Add: Amortization of intangible assets acquired through business combinations		11,089			11,211
Add: Equity-based compensation		7,319			15,582
Add: Transaction, integration, and restructuring expenses		1,265			8,534
Add: Goodwill impairment charge		176,531			—
Add: Other non-core items		560			(528	)
Adjusted Operating Income		11,978			18,550
Less: Interest (expense) income, net		(381	)		111
Less: Recurring income tax benefit		352			780
Less: Foreign currency (loss) gain		(969	)		373
Less: Tax impacts of adjustments to net loss		(4,008	)		(6,772	)
Adjusted Net Income	$	6,972		$	13,042
Shares for Adjusted Net Income Per Diluted Share ^(a)		151,800,030			156,634,698
Adjusted Net Income Per Share	$	0.05		$	0.08

(a) Diluted Adjusted Net Income Per Share is computed by giving effect to all potential weighted average Class A common stock and any securities that are convertible into Class A common stock, including Definitive OpCo units and restricted stock units. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method assuming proceeds from unrecognized compensation as required by GAAP. Fully diluted shares are 162,079,150 and 164,977,953 as of March 31, 2025 and 2024, respectively.

Reconciliation of GAAP Gross Profit and Margin to Adjusted Gross Profit and Margin
(in thousands, except percentages; unaudited)

	Three Months Ended March 31,
	2025				2024
(in thousands)	Amount		% of Revenue		Amount		% of Revenue
Reported gross profit and margin	$	43,760	74	%	$	50,382	79	%
Amortization of intangible assets acquired through business combinations		3,153	5	%		2,443	4	%
Equity compensation costs		160	0	%		271	0	%
Adjusted gross profit and margin	$	47,073	80	%	$	53,096	84	%

Reconciliation of GAAP Net Loss and Margin to Adjusted EBITDA and Margin
(in thousands, except percentages; unaudited)

	Three Months Ended March 31,
	2025						2024
	Amount			% of Revenue			Amount			% of Revenue
Net loss and margin	$	(155,093	)		(262	)%	$	(12,718	)	(20	)%
Interest expense (income), net		381			1	%		(111	)	(0	)%
Benefit from income taxes		(10,886	)		(18	)%		(780	)	(1	)%
Loss on partial extinguishment of debt		507			1	%		—		0	%
Depreciation & amortization		13,817			23	%		12,684		20	%
EBITDA and margin		(151,274	)		(256	)%		(925	)	(1	)%
Other income, net ^(a)		(19,695	)		(33	)%		(2,640	)	(4	)%
Equity-based compensation ^(b)		7,319			12	%		15,582		25	%
Transaction, integration, and restructuring expenses ^(c)		1,265			2	%		8,534		13	%
Goodwill impairment ^(d)		176,531			298	%		—		0	%
Other non-core items ^(e)		560			1	%		(528	)	(1	)%
Adjusted EBITDA and margin	$	14,706			25	%	$	20,023		32	%

(a) Primarily represents foreign exchange and Tax Receivable Agreement liability remeasurement gains and losses.
(b) Equity-based compensation represents non-cash compensation expense recognized in association with equity awards made to employees and directors.
(c) Transaction and integration expenses primarily represent legal, accounting, and consulting expenses and fair value adjustments for contingent consideration related to our acquisitions and strategic partnerships. Restructuring expenses relate to the 2024 Restructuring Plan as well as impairment and restructuring charges related to office closures, relocations, and consolidations.

	Three Months Ended March 31,
(in thousands)	2025			2024
Merger and acquisition due diligence and transaction costs	$	1,178		$	609
Integration costs		557			434
Fair value adjustment for contingent consideration		(690	)		270
Restructuring charges for severance and other separation costs		28			7,221
Office closure and relocation restructuring charges and impairments		192			—
Total transaction, integration and restructuring expenses	$	1,265		$	8,534

(d) Goodwill impairment represents non-cash, pre-tax, goodwill impairment charges. We experienced declines in our market capitalization as a result of a sustained decrease in our stock price, which represented a triggering event requiring our management to perform a quantitative goodwill impairment test as of the end of the first quarter of 2025. As a result of the impairment test conducted, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded the impairment charge.

(e) Other non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and/or unrelated to our core operations. These expenses are comprised of non-core legal and regulatory costs isolated to unique and extraordinary litigation, legal and regulatory matters that are not considered normal and recurring business activity, including sales tax accrual adjustments inclusive of penalties and interest for sales taxes that we may have been required to collect from customers in certain previous years, and other non-recurring legal and regulatory matters. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as professional fees related to financing, capital structure changes, and other non-recurring items.


	Three Months Ended March 31,
(in thousands)	2025			2024
Non-core legal and regulatory	$	53		$	(865	)
Consulting and severance costs for strategic transition initiatives		168			330
Other non-core expenses		339			7
Total other non-core items	$	560		$	(528	)

The MIL Network –

May 9, 2025

MIL-OSI: Oportun Reports First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

GAAP Net income of $9.8 million increased $36 million year-over-year

GAAP EPS of $0.21 increased $0.89 year-over-year

Adjusted EPS of $0.40 increased $0.31 year-over-year

Operating expenses of $93 million reduced 15% year-over-year

Reiterating full year 2025 credit performance and profit expectations

SAN CARLOS, Calif., May 08, 2025 (GLOBE NEWSWIRE) — Oportun Financial Corporation (Nasdaq: OPRT) (“Oportun”, or the “Company”) today reported financial results for the first quarter ended March 31, 2025.

“We started 2025 with a strong first quarter, building on the momentum from last year. I’m pleased to report our second consecutive quarter of GAAP profitability, with net income increasing by $36 million year-over-year,” said Raul Vazquez, CEO of Oportun. “We’ve also delivered profitability on an adjusted basis for the fifth consecutive quarter, with Adjusted Net Income up $15 million year-over-year. Our Return on Equity (ROE) improved to 11%, while our Adjusted ROE also improved by 17 percentage points, to 21%. We maintained strong cost discipline, reducing quarterly operating expenses by 15% year-over-year during the quarter. In addition, credit continued to perform well, with 30-plus day delinquencies and dollar net-charge-offs declining year-over-year for the fifth and sixth consecutive quarters, respectively. Given the current macroeconomic uncertainty, we are prudently moderating our expectations for full year loan originations growth from the 10% to 15% range, to approximately 10%. Factoring in both this adjustment and our Q1 outperformance, we’re reiterating our full year 2025 Adjusted EPS guidance of $1.10 to $1.30 per share, implying growth of 53% to 81%.

First Quarter 2025 Results

Metric	GAAP		Adjusted¹
	1Q25	1Q24	1Q25	1Q24
Total revenue²	$236	$250
Net income (loss)	$9.8	$(26)	$19	$3.6
Diluted EPS	$0.21	$(0.68)	$0.40	$0.09
Adjusted EBITDA			$34	$1.9
Dollars in millions, except per share amounts.
¹See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.
²1Q24 total revenue includes $11 million from the credit cards receivable portfolio which was sold in November 2024.

Business Highlights

Aggregate Originations were $469 million, a 39% increase compared to $338 million in the prior-year quarter
Portfolio Yield was 33.0%, an increase of 49 basis points compared to 32.5% in the prior-year quarter
Owned Principal Balance at end-of-period was $2.7 billion, a decrease of 3% compared to $2.8 billion in the prior-year quarter
Annualized Net Charge-Off Rate of 12.2%, an increase of 16 basis points compared to 12.0% in the prior-year quarter; dollar Net Charge-Offs declined 5% year-over-year, marking the sixth consecutive quarterly decrease
30+ Day Delinquency Rate of 4.7%, a decrease of 56 basis points compared to 5.2% for the prior-year quarter; fifth consecutive quarterly decline

Financial and Operating Results

All figures are as of or for the quarter ended March 31, 2025, unless otherwise noted.

Operational Drivers

Originations – Aggregate Originations for the first quarter were $469 million, an increase of 39% compared to $338 million in the prior-year quarter, as the Company grew originations year-over-year for the second consecutive quarter. Management currently expects full year 2025 Aggregate Originations growth in the 10% range.

Portfolio Yield – Portfolio Yield for the first quarter was 33.0%, an increase of 49 basis points as compared to 32.5% in the prior-year quarter, primarily attributable to increased pricing on loans.

Financial Results

Revenue – Total revenue for the first quarter was $236 million, a decrease of 6% as compared to $250 million in the prior-year quarter. The decline was primarily due to the absence of $11 million of revenue from the credit cards receivable portfolio which was sold in November 2024. Net revenue for the first quarter was $106 million, a 34% increase compared to net revenue of $79 million in the prior-year quarter, as reduced fair value marks and net charge-offs more than offset the total revenue decline and higher interest expense.

Operating Expense and Adjusted Operating Expense – For the first quarter, total operating expense was $93 million, a decrease of 15% as compared to $110 million in the prior-year quarter. The decrease is attributable to a combined set of cost reduction initiatives enacted during the last year. The Company continues to expect full year 2025 operating expenses of approximately $390 million, averaging $97.5 million a quarter for a 5% reduction from full year 2024. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 13% year-over-year to $89 million.

Net Income (Loss) and Adjusted Net Income (Loss) – Net income was $9.8 million as compared to a net loss of $26 million in the prior-year quarter. The increased profitability was attributable to expense reduction initiatives, and increased net revenue driven by reduced fair value mark-to-market impact and improved credit performance. Adjusted Net Income was $19 million as compared to $3.6 million in the prior-year quarter. The increase in Adjusted Net Income was also driven by reduced operating expenses, along with improved credit performance.

Earnings (Loss) Per Share and Adjusted EPS – GAAP earnings per share, basic and diluted, were both $0.21 during the first quarter, compared to GAAP net loss per share, basic and diluted of $0.68 in the prior-year quarter. Adjusted Earnings Per Share was $0.40 as compared to $0.09 in the prior-year quarter.

Adjusted EBITDA – Adjusted EBITDA was $34 million, up from $1.9 million in the prior-year quarter, driven by the cost reduction initiatives enacted during the last year along with improved credit performance.

Credit and Operating Metrics

Net Charge-Off Rate – The Annualized Net Charge-Off Rate for the quarter was 12.2%, compared to 12.0% for the prior-year quarter. Net Charge-offs in dollars for the quarter were down 5% to $81 million, compared to $85 million for the prior-year quarter.

30+ Day Delinquency Rate – The Company’s 30+ Day Delinquency Rate was 4.7% at the end of the quarter, compared to 5.2% at the end of the prior-year quarter.

Following the first quarter, the Company’s 30+ Day Delinquency Rate declined to 4.5% at the end of April.

Operating Expense Ratio and Adjusted Operating Expense Ratio – Operating Expense Ratio for the quarter was 13.9% as compared to 15.5% in the prior-year quarter, a 157 basis points improvement. Adjusted Operating Expense Ratio was 13.3% as compared to 14.3% in the prior-year quarter, a 102 basis points improvement. The Adjusted Operating Expense Ratio excludes stock-based compensation expense and certain non-recurring charges. The improvement in Adjuste d Operating Expense Ratio is primarily attributable to the Company’s focus on reducing operating expenses, partially offset by a decrease in Average Daily Principal Balance including the impact from the sale of the credit cards receivable portfolio in November 2024.

Return On Equity (“ROE”) and Adjusted ROE – ROE for the quarter was 11%, as compared to (27)% in the prior-year quarter. The improvement was attributable to the increase in net income. Adjusted ROE for the quarter was 21%, as compared to 4% in the prior-year quarter.

Secured Personal Loans

As of March 31, 2025, the Company had a secured personal loan receivables balance of $178 million, up from $112 million at the end of the first quarter of 2024. Oportun currently offers secured personal loans in California, Texas, Florida, Arizona, New Jersey and Illinois. During the full year 2024, secured personal loans losses ran approximately 500 basis points lower compared to unsecured personal loans. Furthermore, secured personal loans originated during the first quarter are expected to generate approximately twice the revenue per loan compared to unsecured personal loans, primarily due to higher average loan sizes.

Funding and Liquidity

As of March 31, 2025, total cash was $231 million, consisting of cash and cash equivalents of $79 million and restricted cash of $152 million. Cost of Debt and Debt-to-Equity were 8.2% and 7.6x, respectively, for and at the end of the first quarter 2025 as compared to 7.5% and 7.3x, respectively, for and at the end of the prior-year quarter. As of March 31, 2025, the Company had $317 million of undrawn capacity on its existing $766 million personal loan warehouse lines. The Company’s personal loan warehouse lines are committed through September 2027 and August 2028.

Financial Outlook for Second Quarter and Full Year 2025

Oportun is providing the following guidance for 2Q 2025 and full year 2025 as follows:

	2Q 2025	Full Year 2025
Total Revenue	$237 – $242M	$945 – $970M
Annualized Net Charge-Off Rate	11.90% +/- 15 bps	11.5% +/- 50 bps
Adjusted EBITDA¹	$29 – $34M	$135 – $145M
Adjusted Net Income¹	—	$53 – $63M
Adjusted EPS¹	—	$1.10 – $1.30
GAAP Net Income	—	GAAP Profitable


¹ See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “Reconciliation of Forward Looking Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.

Paul Appleton, Treasurer and Head of Capital Markets, serving as interim Chief Financial Officer

As previously indicated in a March 17th 2025 Form 8-K filing, Paul Appleton, the Company’s Treasurer and Head of Capital Markets, began serving as interim Chief Financial Officer on March 28th, 2025. Mr. Appleton’s appointment followed Jonathan Coblentz’ retirement as the Company’s Chief Financial Officer and he is expected to serve in this interim role until the search for Mr. Coblentz’ successor is completed. With the assistance of a leading executive search firm, the Company has identified and engaged with several highly qualified candidates in connection with its search process for a permanent chief financial officer.

Conference Call

As previously announced, Oportun’s management will host a conference call to discuss first quarter 2025 results at 5:00 p.m. ET (2:00 p.m. PT) today. A live webcast of the call will be accessible from the Investor Relations page of Oportun’s website at https://investor.oportun.com. The dial-in number for the conference call is 1-888-396-8049 (toll-free) or 1-416-764-8646 (international). Participants should call in 10 minutes prior to the scheduled start time. Both the call and webcast are open to the general public. For those unable to listen to the live broadcast, a webcast replay of the call will be available at https://investor.oportun.com for one year. A file that includes supplemental financial information and reconciliations of certain non-GAAP measures to their most directly comparable GAAP measures, will be available on the Investor Relations page of Oportun’s website at https://investor.oportun.com following the conference call.

About Non-GAAP Financial Measures

This press release presents information about the Company’s Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted Operating Expense, Adjusted Operating Expense Ratio, and Adjusted ROE, all of which are non-GAAP financial measures provided as a supplement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes these non-GAAP measures can be useful measures for period-to-period comparisons of its core business and provide useful information to investors and others in understanding and evaluating its operating results. Non-GAAP financial measures are provided in addition to, and not as a substitute for, and are not superior to, financial measures calculated in accordance with GAAP. In addition, the non-GAAP measures the Company uses, as presented, may not be comparable to similar measures used by other companies. Reconciliations of non-GAAP to GAAP measures can be found below.

About Oportun

Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $20.3 billion in responsible and affordable credit, saved its members more than $2.4 billion in interest and fees, and helped its members set aside an average of more than $1,800 annually. For more information, visit Oportun.com.

Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements as to future performance, results of operations and financial position; achievement of the Company’s strategic priorities and goals; expectations regarding the Company’s interim CFO; the Company’s expectations regarding macroeconomic conditions; the Company’s profitability and future growth opportunities including expected revenue growth in connection with increasing originations; the effect of and trends in fair value mark-to-market adjustments on the Company’s loan portfolio and asset-backed notes; the Company’s second quarter and full year 2025 outlook; the Company’s expectations regarding Adjusted EPS in full year 2025; the Company’s expectations related to future profitability on an adjusted basis, and the plans and objectives of management for our future operations, are forward-looking statements. These statements can be generally identified by terms such as “expect,” “plan,” “goal,” “target,” “anticipate,” “assume,” “predict,” “project,” “outlook,” “continue,” “due,” “may,” “believe,” “seek,” or “estimate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These forward-looking statements speak only as of the date on which they are made and, except to the extent required by federal securities laws, Oportun disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause Oportun’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Oportun has based these forward-looking statements on its current expectations and projections about future events, financial trends and risks and uncertainties that it believes may affect its business, financial condition and results of operations. These risks and uncertainties include those risks described in Oportun’s filings with the Securities and Exchange Commission, including Oportun’s most recent annual report on Form 10-K, and include, but are not limited to, Oportun’s ability to retain existing members and attract new members; Oportun’s ability to accurately predict demand for, and develop its financial products and services; the effectiveness of Oportun’s A.I. model; macroeconomic conditions, including fluctuating inflation and market interest rates; increases in loan non-payments, delinquencies and charge-offs; Oportun’s ability to increase market share and enter into new markets; Oportun’s ability to realize the benefits from acquisitions and integrate acquired technologies; the risk of security breaches or incidents affecting the Company’s information technology systems or those of the Company’s third-party vendors or service providers; Oportun’s ability to successfully offer loans in additional states; Oportun’s ability to compete successfully with other companies that are currently in, or may in the future enter, its industry; and changes in Oportun’s ability to obtain additional financing on acceptable terms or at all.

Contacts

Investor Contact
Dorian Hare
(650) 590-4323
ir@oportun.com

Media Contact
Michael Azzano
Cosmo PR for Oportun
(415) 596-1978
michael@cosmo-pr.com

Oportun and the Oportun logo are registered trademarks of Oportun, Inc.


Oportun Financial Corporation CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except share and per share data, unaudited)

	Three Months Ended March 31,
		2025			2024
Revenue
Interest income	$	220.2		$	230.6
Non-interest income		15.7			19.9
Total revenue		235.9			250.5
Less:
Interest expense		57.4			54.5
Net decrease in fair value		(72.7	)		(116.9	)
Net revenue		105.8			79.2

Operating expenses:
Technology and facilities		36.4			47.1
Sales and marketing		19.9			16.0
Personnel		21.0			24.5
Outsourcing and professional fees		8.0			10.2
General, administrative and other		7.4			11.8
Total operating expenses		92.7			109.6

Income (loss) before taxes		13.2			(30.5	)
Income tax expense (benefit)		3.4			(4.0	)
Net income (loss)	$	9.8		$	(26.4	)

Diluted Earnings (Loss) per Common Share	$	0.21		$	(0.68	)
Diluted Weighted Average Common Shares		47,037,799			38,900,876

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, unaudited)

	March 31,			December 31,
		2025			2024
Assets
Cash and cash equivalents	$	78.5		$	60.0
Restricted cash		152.4			154.7
Loans receivable at fair value		2,770.5			2,778.5
Capitalized software and other intangibles		81.9			86.6
Right of use assets – operating		9.3			9.8
Other assets		133.6			137.6
Total assets	$	3,226.3		$	3,227.1

Liabilities and stockholders’ equity
Liabilities
Secured financing	$	445.5		$	535.5
Asset-backed notes at fair value		863.9			1,080.7
Asset-backed borrowings at amortized cost		1,281.3			984.3
Acquisition and corporate financing		199.7			203.8
Lease liabilities		16.1			18.2
Other liabilities		53.8			50.9
Total liabilities		2,860.2			2,873.3
Stockholders’ equity
Common stock		—			—
Common stock, additional paid-in capital		615.2			612.6
Accumulated deficit		(242.8	)		(252.5	)
Treasury stock		(6.3	)		(6.3	)
Total stockholders’ equity		366.1			353.8
Total liabilities and stockholders’ equity	$	3,226.3		$	3,227.1

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions, unaudited)

	Three Months Ended March 31,
		2025			2024
Cash flows from operating activities
Net income (loss)	$	9.8		$	(26.4	)
Adjustments for non-cash items		83.2			128.2
Proceeds from sale of loans in excess of originations of loans sold and held for sale		3.0			1.1
Changes in balances of operating assets and liabilities		4.9			(17.0	)
Net cash provided by operating activities		101.0			85.9

Cash flows from investing activities
Net loan principal repayments (loan originations)		(49.7	)		38.3
Proceeds from loan sales originated as held for investment		—			1.4
Capitalization of system development costs		(5.6	)		(3.1	)
Other, net		(0.2	)		(0.1	)
Net cash provided by (used in) investing activities		(55.5	)		36.5

Cash flows from financing activities
Borrowings		745.4			260.3
Repayments		(774.0	)		(391.8	)
Net stock-based activities		(0.5	)		(0.2	)
Net cash used in financing activities		(29.1	)		(131.8	)

Net increase (decrease) in cash and cash equivalents and restricted cash		16.3			(9.5	)
Cash and cash equivalents and restricted cash beginning of period		214.6			206.0
Cash and cash equivalents and restricted cash end of period	$	231.0		$	196.6

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation CONSOLIDATED KEY PERFORMANCE METRICS (unaudited)

	Three Months Ended March 31,
Key Financial and Operating Metrics	2025			2024
Aggregate Originations (Millions)	$	469.4		$	338.2
Portfolio Yield (%)		33.0	%		32.5	%
30+ Day Delinquency Rate (%)		4.7	%		5.2	%
Annualized Net Charge-Off Rate (%)		12.2	%		12.0	%

Other Metrics
Managed Principal Balance at End of Period (Millions)	$	2,955.0		$	3,027.5
Owned Principal Balance at End of Period (Millions)	$	2,659.4		$	2,752.4
Average Daily Principal Balance (Millions)	$	2,705.2		$	2,851.7

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
ABOUT NON-GAAP FINANCIAL MEASURES
(unaudited)

This press release dated May 8, 2025 contains non-GAAP financial measures. The following tables reconcile the non-GAAP financial measures in this press release to the most directly comparable financial measures prepared in accordance with GAAP.

The Company believes that the provision of these non-GAAP financial measures can provide useful measures for period-to-period comparisons of Oportun’s core business and useful information to investors and others in understanding and evaluating its operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies.

Adjusted EBITDA

The Company defines Adjusted EBITDA as net income, adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted EBITDA is an important measure because it allows management, investors and its board of directors to evaluate and compare operating results, including return on capital and operating efficiencies, from period to period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of Oportun’s business, as it removes the effect of income taxes, certain non-cash items, variable charges and timing differences.

The Company believes it is useful to exclude the impact of income tax expense, as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations.
The Company believes it is useful to exclude depreciation and amortization and stock-based compensation expense because they are non-cash charges.
The Company believes it is useful to exclude the impact of interest expense associated with the Company’s corporate financing facilities, including the senior secured term loan and the residual financing facility, as it views this expense as related to its capital structure rather than its funding.
The Company excludes the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
The Company also excludes fair value mark-to-market adjustments on its loans receivable portfolio and asset-backed notes carried at fair value because these adjustments do not impact cash.

Adjusted Net Income

The Company defines Adjusted Net Income as net income adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted Net Income is an important measure of operating performance because it allows management, investors, and the Company’s board of directors to evaluate and compare its operating results, including return on capital and operating efficiencies, from period to period, excluding the after-tax impact of non-cash, stock-based compensation expense and certain non-recurring charges.

The Company believes it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations. The Company also includes the impact of normalized income tax expense by applying a normalized statutory tax rate.
The Company believes it is useful to exclude the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect its ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
The Company believes it is useful to exclude stock-based compensation expense because it is a non-cash charge.
The Company also excludes the fair value mark-to-market adjustment on its asset-backed notes carried at fair value to align with the 2023 accounting policy decision to account for new debt financings at amortized cost.

Adjusted Operating Expense and Adjusted Operating Expense Ratio

The Company defines Adjusted Operating Expense as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges. Other non-recurring charges include litigation reserve, impairment charges, and debt amendment costs related to our Corporate Financing facility. The Company defines Adjusted Operating Expense Ratio as Adjusted Operating Expense divided by Average Daily Principal Balance. The Company believes Adjusted Operating Expense is an important measure because it allows management, investors and Oportun’s board of directors to evaluate and compare its operating costs from period to period, excluding the impact of non-cash, stock-based compensation expense and certain non-recurring charges. The Company believes Adjusted Operating Expense Ratio is an important measure because it allows management, investors and Oportun’s board of directors to evaluate how efficiently the Company is managing costs relative to revenue and Average Daily Principal Balance.

Adjusted Return on Equity
The Company defines Adjusted Return on Equity (“ROE”) as annualized Adjusted Net Income divided by average stockholders’ equity. Average stockholders’ equity is an average of the beginning and ending stockholders’ equity balance for each period. The Company believes Adjusted ROE is an important measure because it allows management, investors and its board of directors to evaluate the profitability of the business in relation to its stockholders’ equity and how efficiently it generates income from stockholders’ equity.

Adjusted EPS
The Company defines Adjusted EPS as Adjusted Net Income divided by weighted average diluted shares outstanding.


Oportun Financial Corporation RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in millions, unaudited)

	Three Months Ended March 31,
Adjusted EBITDA		2025			2024
Net income (Loss)	$	9.8		$	(26.4	)
Adjustments:
Income tax expense (benefit)		3.4			(4.0	)
Interest on corporate financing		9.7			13.9
Depreciation and amortization		11.1			13.2
Stock-based compensation expense		2.8			4.0
Workforce optimization expenses		(0.1	)		0.8
Other non-recurring charges		1.8			3.5
Fair value mark-to-market adjustment		(4.9	)		(3.0	)
Adjusted EBITDA	$	33.5		$	1.9

	Three Months Ended March 31,
Adjusted Net Income	2025			2024
Net income (Loss)	$	9.8		$	(26.4	)
Adjustments:
Income tax expense (benefit)		3.4			(4.0	)
Stock-based compensation expense		2.8			4.0
Workforce optimization expenses		(0.1	)		0.8
Other non-recurring charges		1.8			3.5
Mark-to-market adjustment on ABS notes		7.9			27.1
Adjusted income before taxes		25.5			5.0
Normalized income tax expense		6.9			1.3
Adjusted Net Income (Loss)	$	18.6		$	3.6

Stockholders’ equity	$	366.1		$	382.0
GAAP ROE		11.0	%	(27.0		)%
Adjusted ROE (%) ⁽¹⁾		21.0	%		3.7	%

Note: Numbers may not foot or cross-foot due to rounding.
⁽¹⁾ Calculated as Adjusted Net Income (Loss) divided by average stockholders’ equity.


Oportun Financial Corporation RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in millions, unaudited)

	Three Months Ended March 31,
Adjusted Operating Expense Ratio	2025			2024
OpEx Ratio		13.9	%		15.5	%

Total Operating Expense	$	92.7		$	109.6
Adjustments:
Stock-based compensation expense		(2.8	)		(4.0	)
Workforce optimization expenses		0.1			(0.8	)
Other non-recurring charges		(1.0	)		(3.1	)
Total Adjusted Operating Expense	$	88.9		$	101.7

Average Daily Principal Balance	$	2,705.2		$	2,851.7

Adjusted OpEx Ratio		13.3	%		14.3	%

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in millions, except share and per share data, unaudited)

	Three Months Ended March 31,
GAAP Earnings (loss) per Share		2025		2024
Net income (loss)	$	9.8	$	(26.4	)
Net income (loss) attributable to common stockholders	$	9.8	$	(26.4	)

Basic weighted-average common shares outstanding		45,496,705		38,900,876
Weighted average effect of dilutive securities:
Stock options		—		—
Restricted stock units		1,541,094		—
Diluted weighted-average common shares outstanding		47,037,799		38,900,876

Earnings (loss) per share:
Basic	$	0.21	$	(0.68	)
Diluted	$	0.21	$	(0.68	)

	Three Months Ended March 31,
Adjusted Earnings (loss) Per Share		2025		2024
Diluted earnings (loss) per share	$	0.21	$	(0.68	)

Adjusted Net Income	$	18.6	$	3.6

Basic weighted-average common shares outstanding		45,496,705		38,900,876
Weighted average effect of dilutive securities:
Stock options		—		—
Restricted stock units		1,541,094		435,763
Diluted adjusted weighted-average common shares outstanding		47,037,799		39,336,639

Adjusted Earnings (loss) Per Share	$	0.40	$	0.09

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation RECONCILIATION OF FORWARD LOOKING NON-GAAP FINANCIAL MEASURES (in millions, unaudited)

	2Q 2025						FY 2025
	Low			High			Low		High
Adjusted EBITDA
Net income	$	3.3	*	$	7.2	*	$	23.2	$	33.4
Adjustments:
Income tax expense (benefit)		0.9			1.9			6.3		9.0
Interest on corporate financing		9.0			9.0			36.5		36.5
Depreciation and amortization		10.7			10.7			41.1		41.1
Stock-based compensation expense		3.7			3.7			13.7		13.7
Other non-recurring charges		1.4			1.4			6.0		6.0
Fair value mark-to-market adjustment	*			*				8.3		5.3
Adjusted EBITDA	$	29.0		$	34.0		$	135.0	$	145.0

*Due to the uncertainty in macroeconomic conditions and quarterly volatility in the fair value mark to market adjustment, we are unable to precisely forecast the fair value mark-to-market adjustments on our loan portfolio and asset-backed notes on a quarterly basis. As a result, while we fully expect there to be a fair value mark-to-market adjustment which could have an impact on GAAP net income (loss), the net income (loss) number shown above assumes no change in the fair value mark-to-market adjustment.

	FY 2025
Adjusted Net Income and Adjusted EPS	Low		High
Net income	$	23.2	$	33.4
Adjustments:
Income tax expense (benefit)		6.3		9.0
Stock-based compensation expense		13.7		13.7
Other non-recurring charges		6.0		6.0
Mark-to-market adjustment on ABS notes		23.5		23.5
Adjusted income before taxes	$	72.6	$	85.6
Normalized income tax expense		19.6		23.1
Adjusted Net Income	$	53.0	$	62.5

Diluted weighted-average common shares outstanding		48.0		48.0

Diluted earnings per share	$	0.48	$	0.70
Adjusted Earnings Per Share	$	1.10	$	1.30

Note: Numbers may not foot or cross-foot due to rounding.

The MIL Network –

May 9, 2025

MIL-OSI: MARA Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

Revenues increased 30% YoY to $214 million
Bitcoin holdings increased 174% YoY to 47,531 from 17,320 at the end of Q1 2024

Fort Lauderdale, FL, May 08, 2025 (GLOBE NEWSWIRE) — MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a vertically integrated digital energy and infrastructure company that leverages high-intensity compute, such as bitcoin mining, to monetize excess energy and optimize power management, today announced its first quarter 2025 financial results in a letter to shareholders.

Investors are invited to access the first quarter 2025 shareholder letter at MARA’s website at ir.mara.com. A copy of the letter will also be furnished to the Securities and Exchange Commission on a Form 8-K.

MARA will hold a webcast and conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) today to discuss these financial results. To register to participate in the conference call, please use the link below.

Earnings Webcast and Conference Call Details
Date: Thursday, May 8, 2025
Time: 5:00 p.m. Eastern time (2:00 p.m. Pacific time)
Registration link: LINK

The webcast will also be available for replay at MARA’s website at ir.mara.com. If you have any difficulty connecting to the conference call, please contact MARA’s investor relations team at ir@mara.com.

About MARA
MARA (NASDAQ: MARA) is a vertically integrated digital energy and infrastructure company that leverages high-intensity compute, such as bitcoin mining, to monetize excess energy and optimize power management. We are focused on two key priorities: strategically growing by shifting our model toward low-cost energy with more efficient capital deployment and bringing to market a full suite of solutions for data centers and edge inference – including energy management, load balancing, and advanced cooling.

For more information, visit www.mara.com, or follow us on:
Twitter: @MARAHoldings
LinkedIn: www.linkedin.com/company/MARAHoldings
Facebook: www.facebook.com/MARAHoldings
Instagram: @MARAHoldingsInc

MARA Company Contact:
Telephone: 800-804-1690
Email: ir@mara.com

MARA Media Contact:
Email: mara@wachsman.com

The MIL Network –

May 9, 2025
MIL-OSI: Triumph Completes Acquisition of Greenscreens.ai

Source: GlobeNewswire (MIL-OSI)

DALLAS, May 08, 2025 (GLOBE NEWSWIRE) — Triumph Financial, Inc. (Nasdaq: TFIN), a financial and technology company focused on payments, factoring, intelligence and banking solutions for the transportation industry, today announced it has completed its previously announced acquisition of Greenscreens.ai.

Greenscreens.ai is a disrupter in the freight technology market. Its dynamic pricing infrastructure transforms how freight industry participants make real-time pricing decisions by harnessing high-quality data, machine learning and predictive analytics.

“We acquired Greenscreens.ai to change how freight industry participants approach pricing strategy,” said Aaron P. Graft, founder, vice chairman, and chief executive officer of Triumph. “This acquisition allows us to bring to market a powerful alternative to the bundled solutions that have limited customer choice for too long. Backed by the scale, quality and connectivity of data inside the Triumph Network, we’re well positioned to launch best-in-class Intelligence offerings that empower brokers and shippers to transact confidently.”

Triumph’s Intelligence offerings will serve as a foundation for transparent rate discovery, verified performance measurement and optimized RFP bid strategies. By leveraging the veracity of Triumph’s network data, its solutions will deliver customized insights based exclusively on real transaction data—giving brokers and shippers a more precise alternative to legacy tools. Triumph’s Intelligence offerings will simplify decision-making by providing the most actionable rate intelligence in the market.

In conjunction with the close, Dawn Salvucci-Favier, chief executive officer and chief product officer of Greenscreens.ai, has been named President of Triumph’s Intelligence segment. She will lead the integration of Greenscreens.ai and ISO into a unified offering, including the upcoming launch of Triumph’s new rating and performance platform.

“Being part of Triumph gives us the resources and reach to expand the impact of what we’ve built,” said Salvucci-Favier. “Our mission has always been to provide transparent, customizable and actionable intelligence that helps customers make confident decisions. Now, with Triumph’s backing, we can deliver that value at scale, meet the industry’s demand for credible alternatives, and accelerate innovation across the freight ecosystem.”

Under the terms of the agreement, Triumph acquired Greenscreens.ai for $140 million in cash and 256,984 shares of TFIN common stock. J.P. Morgan served as financial advisor and Wachtell, Lipton, Rosen & Katz acted as legal counsel to Triumph in connection with the transaction. DLA Piper acted as legal counsel to Greenscreens.ai in connection with the transaction.

About Triumph
Triumph Financial, Inc. (Nasdaq: TFIN) is a financial holding company focused on payments, factoring, intelligence and banking. Headquartered in Dallas, Texas, its portfolio of brands includes TriumphPay, Triumph, TBK Bank and LoadPay.

About Greenscreens.ai
Greenscreens.ai is transforming how the freight industry operates by delivering real-time, dynamic decision support powered by machine learning and quality data. Its platform empowers brokers and shippers to work more efficiently, make informed decisions, and build resilient strategies in a volatile market.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and that actual events or results may differ materially. Triumph Financial’s expected financial results or other plans are subject to a number of risks and uncertainties. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: Triumph Financial may be unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies with Greenscreens.ai within Triumph Financial management’s expected timeframes or at all; and the ability of Triumph Financial or Greenscreens.ai to retain and hire key personnel. For a discussion of risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 11, 2025. Forward-looking statements speak only as of the date made and Triumph Financial undertakes no duty to update the information.

Source: Triumph Financial, Inc.

The MIL Network –

May 9, 2025

MIL-OSI: Synaptics Reports Third Quarter Fiscal 2025 Results

Source: GlobeNewswire (MIL-OSI)

Quarterly revenues increased 12% year-over-year, driven by a 43% growth in Core IoT product sales

Q3’25 Financial Results

Revenue of $266.6 million
GAAP gross margin of 43.4%
Non-GAAP gross margin of 53.5%
GAAP loss per share of $0.56
Non-GAAP diluted earnings per share of $0.90
Repurchased approximately 546,000 shares for $37.9 million

SAN JOSE, Calif., May 08, 2025 (GLOBE NEWSWIRE) — Synaptics Incorporated (Nasdaq: SYNA) today reported financial results for its third quarter of fiscal 2025 ended March 29, 2025.

Net revenue for the third quarter of fiscal 2025 was $266.6 million. GAAP net loss for the third quarter of fiscal 2025 was $21.8 million, or a loss of $0.56 per basic share. Non-GAAP net income for the third quarter of fiscal 2025 was $35.3 million, or $0.90 per diluted share.

“We delivered another solid quarter, with revenues increasing by over 12 percent year-over-year, marking our fourth consecutive quarter of year-over-year growth. This momentum was driven by our Core IoT products, which grew 43% year-over-year in the third quarter and accounted for 25% of total sales. Our strategic initiatives in the IoT market continue to gain traction. During the quarter, we launched several new products including Wi-Fi 7 solutions, broad markets devices, and next-generation Touch controllers that strengthen our portfolio and position the company for long-term growth,” said Ken Rizvi, Synaptics’ Interim CEO and Chief Financial Officer.

Business Outlook
Ken Rizvi added, “We remain focused on executing to our technology roadmap and growth initiatives, while staying agile and disciplined as we navigate the current macroeconomic and trade environment. Our balance sheet is strong and we generated over $74 million in cash flow from operations in the third quarter demonstrating the underlying strength in our business. Looking ahead, our fourth quarter guidance reflects improving demand trends, with expectations of both sequential and year-over-year revenue growth. We remain focused on delivering long-term value for our stockholders, customers, and employees.”

The fourth quarter fiscal 2025 outlook information provided below is based on the company’s current estimates and is not a guarantee of future performance. These statements are forward-looking and actual results may differ materially. Refer to the “Cautionary Statement Regarding Forward-Looking Statements” section below for information on the factors that could cause the Company’s actual results to differ materially from these forward-looking statements.

For the fourth quarter of fiscal 2025, the company expects:


	GAAP	Non-GAAP Adjustment	Non-GAAP

Revenue	$280M ± $15M	N/A	N/A

Gross Margin*	42.5 percent ± 2.0 percent	$30M ± $1M	53.5 percent ± 1.0 percent

Operating Expense**	$150M ± $4M	$47M ± $2M	$103M ± $2M

Earnings (loss) per share***	($0.68) ± $0.30	$1.68 ± $0.10	$1.00 ± $0.20

* Projected Non-GAAP gross margin excludes $28.0 to $30.0 million acquisition and integration-related costs and $1.0 million share-based compensation.

** Projected Non-GAAP operating expense excludes $39.0 to $40.0 million in share-based compensation costs, and $6.0 to $9.0 million acquisition and integration related costs.

*** Projected Non-GAAP earnings (loss) per share excludes $1.03 to $1.05 in share-based compensation costs, $0.94 to $0.98 acquisition and integration related costs, and ($0.30) to ($0.34) other non-cash and Non-GAAP tax adjustments.

Earnings Call and Supplementary Materials
The Synaptics third quarter fiscal 2025 teleconference and webcast is scheduled to begin at 2:00 p.m. PT (5:00 p.m. ET), on Thursday, May 8, 2025, during which the company may discuss forward-looking information.

Speaker:

Ken Rizvi, Interim CEO and Chief Financial Officer

To participate on the live call, analysts and investors should pre-register at Synaptics Q3 FY2025 Earnings Call Registration.
https://register-conf.media-server.com/register/BI116ee59c921049ac96b9faa761d08c9c.

Supplementary slides, a copy of the prepared remarks, and a live and archived webcast of the conference call will be accessible from the “Investor Relations” section of the company’s website at https://investor.synaptics.com/.

About Synaptics Incorporated:
Synaptics (Nasdaq: SYNA) is driving innovation in AI at the Edge, bringing AI closer to end users and transforming how we engage with intelligent connected devices, whether at home, at work, or on the move. As a go-to partner for forward-thinking product innovators, Synaptics powers the future with its cutting-edge Synaptics Astra™ AI-Native embedded compute, Veros™ wireless connectivity, and multimodal sensing solutions. We’re making the digital experience smarter, faster, more intuitive, secure, and seamless. From touch, display, and biometrics to AI-driven wireless connectivity, video, vision, audio, speech, and security processing, Synaptics is a force behind the next generation of technology enhancing how we live, work, and play. Follow Synaptics on LinkedIn, X and Facebook, or visit synaptics.com.

Use of Non-GAAP Financial Information
In evaluating its business, Synaptics considers and uses Non-GAAP Net Income, which we define as net income excluding share-based compensation, acquisition-related costs, and certain other non-cash or recurring and non-recurring items the company does not believe are indicative of its core operating performance, as a supplemental measure of operating performance. Non-GAAP Net Income is not a measurement of the company’s financial performance under GAAP and should not be considered as an alternative to GAAP Net Income. The company presents Non-GAAP Net Income because it considers it an important supplemental measure of its performance since it facilitates operating performance comparisons from period to period by eliminating potential differences in net income caused by the existence and timing of share-based compensation charges, acquisition and integration-related costs, restructuring costs, and certain other non-cash or recurring and non-recurring items. Non-GAAP Net Income has limitations as an analytical tool and should not be considered in isolation or as a substitute for the company’s GAAP Net Income. The principal limitations of this measure are that it does not reflect the company’s actual expenses and may thus have the effect of inflating its net income and net income per share as compared to its operating results reported under GAAP. In addition, the company presents components of Non-GAAP Net Income, such as Non-GAAP Gross Margin, Non-GAAP operating expenses and Non-GAAP operating margin, for similar reasons.

As presented in the “Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures” tables that follow, Non-GAAP Net Income and each of the other Non-GAAP financial measures excludes one or more of the following items:

Acquisition and integration-related costs
Acquisition and integration-related costs primarily consist of:

amortization of purchased intangibles, which include acquired intangibles such as developed technology, customer relationships, trademarks, backlog, licensed technology, patents, and in-process technology when post-acquisition development is determined to be substantively complete;
inventory fair value adjustments affecting the carrying value of inventory acquired in an acquisition;
transitory post-acquisition incentive programs negotiated in connection with an acquired business or designed to encourage post-acquisition retention of key employees; and
legal and consulting costs directly associated with acquisitions, potential acquisitions and refinancing costs, including non-recurring acquisition related costs and services.

These acquisition and integration-related costs are not factored into the company’s evaluation of its ongoing business operating performance or potential acquisitions, as they are not considered as part of the company’s principal operations. Further, the amount of these costs can vary significantly from period to period based on the terms of an earn-out arrangement, revisions to assumptions that went into developing the estimate of the contingent consideration associated with an earn-out arrangement, the size and timing of an acquisition, the lives assigned to the acquired intangible assets, and the maturity of the business acquired. Excluding acquisition related costs from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability and potential earnings volatility associated with purchase accounting and acquisition-related items.

Share-based compensation
Share-based compensation expense relates to employee equity award programs and the vesting of the underlying awards, which includes stock options, deferred stock units, market stock units, performance stock units, phantom stock units and the employee stock purchase plan. Share-based compensation settled with stock, which includes stock options, deferred stock units, market stock units, performance stock units and the employee stock purchase plan, is a non-cash expense, while share-based compensation settled with cash, which includes phantom stock units, is a cash expense. Settlement of all employee equity award programs, whether settled with cash or stock, varies in amount from period to period and is dependent on market forces that are often beyond the company’s control. As a result, the company excludes share-based compensation from its internal operating forecasts and models. The company believes that Non-GAAP measures reflecting adjustments for share-based compensation provide investors with a basis to compare the company’s principal operating performance against the performance of peer companies without the variability created by share-based compensation resulting from the variety of equity-linked compensatory awards used by other companies and the varying methodologies and assumptions used.

Intangible asset impairment charge
Intangible asset impairment charge represents the excess carrying value of an indefinite-lived asset over its fair value. The intangible asset impairment charge is a non-cash charge. The company excludes intangible asset impairment charge from its internal operating forecasts and models when evaluating its ongoing business performance. The company believes that Non-GAAP measures, reflecting adjustments for intangible asset impairment charge, provide investors with a basis to compare the company’s principal operating performance against the performance of other companies without the variability created by the intangible asset impairment charge.

Restructuring costs
Restructuring costs are costs incurred to address cost structure inefficiencies of acquired or existing business operations and consist primarily of employee termination, asset disposal and office closure costs, including the reversal of such costs. As a result, the company excludes restructuring costs from its internal operating forecasts and models when evaluating its ongoing business performance. The company believes that Non-GAAP measures reflecting adjustments for restructuring costs provide investors with a basis to compare the company’s principal operating performance against the performance of other companies without the variability created by restructuring costs designed to address cost structure inefficiencies of acquired or existing business operations.

Site remediation accrual
Site remediation accrual represents an update to the estimated future costs associated with the ongoing planning and remediation of a site contamination project from an acquisition. As we evaluate progress on our ongoing remediation effort and as we work with governmental organizations to update our remediation plan to meet the evolving guidelines, we estimate costs associated with plan revisions to determine if our liability has changed. Excluding the site remediation accrual from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability associated with the site remediation accrual.

Legal settlement accruals and other
Legal settlement accruals and other represent our estimated cost of settling legal claims and any obligations to indemnify a counterparty against third party claims that are unusual or infrequent. As a result, the company will exclude these settlement charges from its internal operating forecasts and models when evaluating its ongoing business performance. The company believes that non-GAAP measures reflecting an adjustment for settlement charges provide investors with a basis to compare the company’s principal operating performance against the performance of other companies without the variability created by unusual or infrequent settlement accruals designed to address non-recurring or non-routine costs.

Loss on early extinguishment of debt
Loss on extinguishment of debt represents a non-cash item based on the difference in the carrying value of the debt and the fair value of the debt when extinguished. Loss on early extinguishment of debt is excluded from Non-GAAP results as it is non-cash. Excluding loss on early extinguishment of debt from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability associated with loss on early extinguishment of debt.

Other non-cash items
Other non-cash items include non-cash amortization of debt discount and issuance costs. These items are excluded from Non-GAAP results as they are non-cash. Excluding other non-cash items from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability associated with other non-cash items.

Non-GAAP tax adjustments
The company forecasts its long-term Non-GAAP tax rate in order to provide investors with improved long-term modeling accuracy and consistency across financial reporting periods by eliminating the effects of certain items in our Non-GAAP net income and Non-GAAP net income per share, including the type and amount of share-based compensation, the taxation of post-acquisition intercompany intellectual property cross-licensing or transfer transactions, and the impact of other acquisition items that may or may not be tax deductible. The company intends to evaluate its long-term Non-GAAP tax rate annually for significant events, including material tax law changes in the major tax jurisdictions in which the company operates, corporate organizational changes related to acquisitions or tax planning opportunities, and substantive changes in our geographic earnings mix.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements related to the company’s current expectations and projections relating to its financial condition, results of operations, including the company’s financial guidance for fourth quarter fiscal 2025, plans, objectives, future performance and business, including the expected benefits from the transaction with Broadcom. Such forward-looking statements may include words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,” “target,” “strategy,” “continue,” “may,” “commit,” “will,” “should,” variations of such words, or other words and terms of similar meaning. All forward-looking statements are based upon the company’s current expectations or various assumptions. The company’s expectations and assumptions are expressed in good faith, and the company believes there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements, including risks related to macroeconomic uncertainties in the U.S. and globally, including trade tensions, tariffs, supply chain disruptions, and inflation, which may adversely affect our products and those of our customers and suppliers; risks related to the company’s dependence on its solutions for the Core IoT and Enterprise and Automotive product applications market for a substantial portion of its revenue; the volatility of the company’s net revenue from its solutions for Core IoT and Enterprise and Automotive product applications; the company’s dependence on one or more large customers; the company’s exposure to industry downturns and cyclicality in its target markets; the company’s ability to successfully offer product solutions for new markets; the company’s expectations regarding technology and strategic investments and the anticipated timing or benefits thereof; the company’s ability to execute on its cost reduction initiatives and to achieve expected synergies and expense reductions; the company’s ability to maintain and build relationships with its customers; the company’s dependence on third parties to maintain satisfactory manufacturing yields and deliverable schedule; the company’s indemnification obligations for any third party claims; risks related to global and geopolitical tensions, regional instabilities and hostilities (including the conflict in the Middle East), economic volatility, and regulatory changes, including tariff increases, any of which may lead to reduced customer demand, supply chain disruptions, and increased costs, which could require operational adjustments such as reductions in force, adversely affecting our business and results of operations; risks related to the company’s ability to recruit and retain key personnel, particularly during a CEO transition period; the company’s ability to realize anticipated benefits from the transaction with Broadcom, the company’s ability to grow sales and expand into the serviceable wireless market as expected; risks related to our ability to deliver expected financial or strategic benefits from investing in growth while simultaneously returning capital to shareholders through share repurchases; and other risks as identified in the “Risk Factors,” “Management’ Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of the company’s most recent Annual Report on Form 10-K and the company’s most recent Quarterly Report on Form 10-Q; and other risks as identified from time to time in the company’s Securities and Exchange Commission reports. For any forward-looking statements contained in this press release, the company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the company assumes no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

Synaptics and the Synaptics logo are trademarks of Synaptics in the United States and/or other countries. All other marks are the property of their respective owners.

For more information, please contact:
Munjal Shah
Head of Investor Relations
+1-408-518-7639
munjal.shah@synaptics.com


SYNAPTICS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In millions) (Unaudited)

	March 2025			June 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	360.4		$	876.9
Short-term investments		61.0			—
Accounts receivable, net		132.0			142.4
Inventories, net		132.9			114.0
Prepaid expenses and other current assets		26.3			29.0
Total current assets		712.6			1,162.3
Property and equipment, net		71.0			75.5
Goodwill		872.3			816.4
Acquired intangibles, net		296.3			288.4
Deferred tax assets		389.0			345.6
Other non-current assets		213.1			136.8
Total assets	$	2,554.3		$	2,825.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	90.0		$	87.5
Accrued compensation		46.7			27.4
Other accrued liabilities		110.8			156.3
Current portion of long-term debt		—			6.0
Total current liabilities		247.5			277.2
Long-term debt		834.2			966.9
Other long-term liabilities		85.6			114.1
Total liabilities		1,167.3			1,358.2
Stockholders’ Equity:
Common stock and additional paid-in capital		1,183.2			1,107.1
Treasury stock		(990.8	)		(878.0	)
Retained earnings		1,194.6			1,237.7
Total stockholders’ equity		1,387.0			1,466.8
Total liabilities and stockholders’ equity	$	2,554.3		$	2,825.0

SYNAPTICS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share data) (Unaudited)

	Three Months Ended						Nine Months Ended
	March						March
		2025			2024			2025			2024
Net revenue	$	266.6		$	237.3		$	791.5		$	712.0
Cost of revenue		150.8			127.0			432.6			385.6
Gross margin		115.8			110.3			358.9			326.4
Operating expenses:
Research and development		88.6			83.4			253.2			251.9
Selling, general, and administrative		34.7			40.5			134.2			122.5
Acquired intangibles amortization (1)		4.5			4.0			12.1			13.4
Intangible asset impairment charges (2)		13.8			—			13.8			—
Restructuring costs (3)		0.5			(0.2	)		15.5			9.1
Total operating expenses		142.1			127.7			428.8			396.9
Operating loss		(26.3	)		(17.4	)		(69.9	)		(70.5	)
Interest and other expense, net		(1.1	)		(5.9	)		(11.3	)		(17.4	)
Loss on early extinguishment of debt		—			—			(6.5	)		—
Loss before benefit from income taxes		(27.4	)		(23.3	)		(87.7	)		(87.9	)
Benefit from income taxes		(5.6	)		(5.2	)		(44.6	)		(5.2	)
Net loss	$	(21.8	)	$	(18.1	)	$	(43.1	)	$	(82.7	)
Net loss per share:
Basic	$	(0.56	)	$	(0.46	)	$	(1.09	)	$	(2.12	)
Diluted	$	(0.56	)	$	(0.46	)	$	(1.09	)	$	(2.12	)
Shares used in computing net loss per share:
Basic		39.0			39.3			39.5			39.1
Diluted		39.0			39.3			39.5			39.1

(1) These acquisition related costs consist primarily of amortization associated with certain acquired intangible assets. (2) Intangible asset impairment charges represent the excess carrying value of certain indefinite-lived asset over its fair value. (3) Restructuring costs primarily include severance related costs associated with operational restructurings.

SYNAPTICS INCORPORATED Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (In millions, except per share data) (Unaudited)

	Three Months Ended						Nine Months Ended
	March						March
		2025			2024			2025			2024
GAAP gross margin	$	115.8		$	110.3		$	358.9		$	326.4
Acquisition and integration related costs		26.6			14.3			68.2			46.5
Share-based compensation		0.3			1.0			(2.1	)		3.2
Non-GAAP gross margin	$	142.7		$	125.6		$	425.0		$	376.1
GAAP gross margin – percentage of revenue		43.4	%		46.5	%		45.3	%		45.8	%
Acquisition and integration related costs – percentage of revenue		10.0	%		6.0	%		8.6	%		6.5	%
Share-based compensation – percentage of revenue		0.1	%		0.4	%		(0.2	%)		0.5	%
Non-GAAP gross margin – percentage of revenue		53.5	%		52.9	%		53.7	%		52.8	%
GAAP research and development expense	$	88.6		$	83.4		$	253.2		$	251.9
Share-based compensation		(18.5	)		(15.0	)		(48.6	)		(45.7	)
Non-GAAP research and development expense	$	70.1		$	68.4		$	204.6		$	206.2
GAAP selling, general, and administrative expense	$	34.7		$	40.5		$	134.2			122.5
Share-based compensation		(1.1	)		(13.9	)		(35.2	)		(43.4	)
Acquisition and integration related costs		(1.7	)		—			(6.4	)		—
Site remediation accrual		—			—			—			(1.6	)
Legal settlement accruals and other		(0.8	)		—			(3.0	)		—
Non-GAAP selling, general, and administrative expense	$	31.1		$	26.6		$	89.6		$	77.5
GAAP operating loss	$	(26.3	)	$	(17.4	)	$	(69.9	)	$	(70.5	)
Acquisition and integration related costs		32.8			18.3			86.7			59.9
Share-based compensation		19.9			29.9			81.7			92.3
Legal settlement accruals and other		0.8			—			3.0			—
Restructuring costs		0.5			(0.2	)		15.5			9.1
Intangible asset impairment		13.8			—			13.8			—
Site remediation accrual		—			—			—			1.6
Non-GAAP operating income	$	41.5		$	30.6		$	130.8		$	92.4
GAAP net loss	$	(21.8	)	$	(18.1	)	$	(43.1	)	$	(82.7	)
Acquisition and integration related costs		32.8			18.3			86.7			59.9
Share-based compensation		19.9			29.9			81.7			92.3
Restructuring costs		0.5			(0.2	)		15.5			9.1
Intangible asset impairment		13.8			—			13.8			—
Site remediation accrual		—			—			—			1.6
Legal settlement accruals and other		0.8			—			3.0			—
Loss on early extinguishment of debt		—			—			6.5			—
Other non-cash items		0.7			0.6			1.9			1.9
Non-GAAP tax adjustments		(11.4	)		(9.5	)		(61.6	)		(18.3	)
Non-GAAP net income	$	35.3		$	21.0		$	104.4		$	63.8
GAAP net loss per share	$	(0.56	)	$	(0.46	)	$	(1.09	)	$	(2.12	)
Acquisition and integration related costs		0.84			0.47			2.19			1.53
Share-based compensation		0.51			0.76			2.07			2.36
Restructuring costs		0.01			(0.01	)		0.39			0.23
Intangible asset impairment		0.35			—			0.35			—
Site remediation accrual		—			—			—			0.04
Legal settlement accruals and other		0.02			—			0.08			—
Loss on early extinguishment of debt		—			—			0.16			—
Other non-cash items		0.02			0.02			0.05			0.05
Non-GAAP tax adjustments		(0.29	)		(0.24	)		(1.56	)		(0.47	)
Share adjustment		—			(0.01	)		(0.02	)		—
Non-GAAP net income per share – diluted	$	0.90		$	0.53		$	2.62		$	1.62

SYNAPTICS INCORPORATED CONDENSED CONSOLIDATED CASH FLOWS (In millions) (Unaudited)

	Nine Months Ended
	March 2025
		2025			2024
Net loss	$	(43.1	)	$	(82.7	)
Non-cash operating items		161.0			176.8
Changes in working capital		(33.1	)		(23.2	)
Net cash provided by operating activities		84.8			70.9

Acquisition of business, net of cash and cash equivalents acquired		(198.8	)		—
Purchase of intangible assets		(10.0	)		(13.5	)
Purchases of short-term investments		(61.0	)		(16.6	)
Advance payment on intangible assets		—			(116.5	)
Net proceeds from maturities and sales of short-term investments and other		—			26.0
Purchases of property and equipment		(19.2	)		(26.1	)
Net cash used in investing activities		(289.0	)		(146.7	)

Proceeds from issuance of convertible senior notes, net of issuance costs		439.5			—
Payment of debt issuance costs on convertible senior notes and revolving credit facility		(4.4	)		—
Payments for capped call transactions related to the convertible senior notes		(49.9	)		—
Repurchases of common stock, excluding excise taxes		(112.3	)		—
Equity compensation, net		(3.3	)		(17.8	)
Repayment of debt		(583.5	)		(6.0	)
Other		0.9			3.4
Net cash used in financing activities		(313.0	)		(20.4	)
Effect of exchange rate changes on cash and cash equivalents		0.7			(0.4	)
Net decrease in cash and cash equivalents		(516.5	)		(96.6	)
Cash and cash equivalents, beginning of period		876.9			924.7
Cash and cash equivalents, end of period	$	360.4		$	828.1

The MIL Network –

May 9, 2025