Category: Commerce

  • MIL-OSI: LPL Financial Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Key Financial Results:

    • Net Income was $273 million, translating to diluted earnings per share (“EPS”) of $3.40, up 5% from a year ago
    • Adjusted EPS* increased 16% year-over-year to $4.51
      • Gross profit* increased 21% year-over-year to $1,304 million
      • Core G&A* increased 15% year-over-year to $426 million
      • Adjusted pre-tax income* increased 23% year-over-year to $490 million

    Key Business Results:

    • Total advisory and brokerage assets increased 28% year-over-year to $1.9 trillion
      • Advisory assets increased 28% year-over-year to $1.1 trillion
      • Advisory assets as a percentage of total assets decreased to 55.3%, down from 55.4% a year ago
    • Total organic net new assets were $21 billion, representing 5% annualized growth
      • This included $0.1 billion of assets from Wintrust Investments, LLC and certain private client business at Great Lakes Advisors, LLC (collectively, “Wintrust”), and $4 billion of assets that off-boarded as part of the previously disclosed planned separation from misaligned large OSJs. Prior to these impacts, organic net new assets were $24 billion, translating to a 5% annualized growth rate
    • Recruited assets(1)were $18 billion, down 24% from a year ago
      • Recruited assets over the trailing twelve months were $161 billion
    • Total client cash balances were $51 billion, a decrease of $2 billion sequentially and an increase of $7 billion year-over-year
      • Client cash balances as a percentage of total assets were 2.6%, down from 3.0% in the prior quarter and down from 2.9% in the prior year

    Key Capital and Liquidity Measures:

    • Corporate cash(2)was $3.6 billion
    • Leverage ratio(3)was 1.23x
    • Dividends paid were $24.0 million

    *See the Non-GAAP Financial Measures section and the endnotes to this release for further details about these non-GAAP financial measures

    Key Updates

    Large Institutions:

    • First Horizon Bank (“First Horizon”): Expect to onboard in the third quarter of 2025. First Horizon supports approximately 120 advisors, managing approximately $17 billion of brokerage and advisory assets

    M&A:

    • Atria Wealth Solutions, Inc. (“Atria”): Completed the conversion of Atria to the LPL platform
    • Commonwealth Financial Network (“Commonwealth”): Expect to close the acquisition of Commonwealth on August 1, 2025 and complete the conversion in the fourth quarter of 2026. Commonwealth supports approximately 3,000 advisors in the U.S., managing approximately $305 billion of brokerage and advisory assets(4)
    • Liquidity & Succession: Deployed approximately $105 million of capital to close nine deals in Q2, including one external practice

    Core G&A:

    • Given our performance to date, we are lowering our 2025 Core G&A* outlook to a range of $1,720-1,750 million, including $170-180 million related to Prudential and Atria
    • Additionally, we are increasing the range by $160-170 million to include costs related to the acquisition of Commonwealth, resulting in an updated range of $1,880-1,920 million

    Capital Management:

    • Debt Rating: On July 14, 2025, Fitch Ratings assigned LPL a long-term issuer default rating of BBB, further improving our profile in the investment grade market

    SAN DIEGO, July 31, 2025 (GLOBE NEWSWIRE) — LPL Financial Holdings Inc. (Nasdaq: LPLA) (the “Company”) today announced results for its second quarter ended June 30, 2025, reporting net income of $273 million, or $3.40 per share. This compares with $244 million, or $3.23 per share, in the second quarter of 2024 and $319 million, or $4.24 per share, in the prior quarter.

    “We continue to execute on our vision to be the best firm in wealth management,” said Rich Steinmeier, CEO. “In Q2, we delivered another quarter of strong business performance and excellent financial results, while continuing to advance key initiatives.”

    “In the second quarter, we recorded industry-leading organic growth, continued preparation to onboard First Horizon, and successfully onboarded Atria. In addition, we expect to complete our acquisition of Commonwealth tomorrow morning,” said Matt Audette, President and CFO. “Looking ahead, our business momentum and financial strength position us well to continue delivering long-term shareholder value.”

    Dividend Declaration

    The Company’s Board of Directors declared a $0.30 per share dividend to be paid on August 29, 2025 to all stockholders of record as of August 15, 2025.

    Conference Call and Additional Information

    The Company will hold a conference call to discuss its results at 5:00 p.m. ET on Thursday, July 31, 2025. The conference call will be accessible and available for replay at investor.lpl.com/events.

    Contacts

    Investor Relations
    investor.relations@lplfinancial.com

    Media Relations
    media.relations@lplfinancial.com

    About LPL Financial

    LPL Financial Holdings Inc. (Nasdaq: LPLA) is among the fastest growing wealth management firms in the U.S. As a leader in the financial advisor-mediated marketplace(5), LPL supports over 29,000 financial advisors and the wealth management practices of approximately 1,100 financial institutions, servicing and custodying approximately $1.9 trillion in brokerage and advisory assets on behalf of approximately 7 million Americans. The firm provides a wide range of advisor affiliation models, investment solutions, fintech tools and practice management services, ensuring that advisors and institutions have the flexibility to choose the business model, services, and technology resources they need to run thriving businesses. For further information about LPL, please visit https://lpl.com/.

    Securities and advisory services offered through LPL Financial LLC (“LPL Financial”) or its affiliate LPL Enterprise, LLC (“LPL Enterprise”), both registered investment advisers and broker-dealers. Members FINRA/SIPC.

    Throughout this communication, the terms “financial advisors” and “advisors” are used to refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial or LPL Enterprise.

    We routinely disclose information that may be important to shareholders in the “Investor Relations” or “Press Releases” section of our website.

    Forward-Looking Statements

    This press release contains statements regarding:

    • the expected closing of the Company’s acquisition of Commonwealth, the Company’s retention of Commonwealth advisors following the closing and Commonwealth’s future financial and operating performance;
    • the amount and timing of the onboarding of acquired, recruited or transitioned brokerage and advisory assets, including Commonwealth and First Horizon;
    • the Company’s future financial and operating results, growth, plans, priorities and business strategies, including forecasts and statements related to the Company’s ICA yield, service and fee revenue, transaction revenue, tax rate, core G&A expense, promotional expense, interest expense and income, depreciation and amortization, leverage ratio (including plans to reduce leverage), payout rate, corporate cash, run-rate EBITDA, transaction revenue, operating margin and share repurchases; and
    • future capabilities, future advisor service experience, future investments and capital deployment, including share repurchase activity and dividends, if any, and long-term shareholder value.

    These and any other statements that are not related to present facts or current conditions, or that are not purely historical, constitute forward-looking statements. They reflect the Company’s expectations and objectives as of July 31, 2025 and are not guarantees that expectations or objectives expressed or implied will be achieved. The achievement of such expectations and objectives involves risks and uncertainties that may cause actual results, levels of activity or the timing of events to differ materially from those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include:

    • the failure to satisfy the closing conditions applicable to the Company’s purchase agreement with Commonwealth;
    • difficulties and delays in onboarding the assets of acquired, recruited or transitioned advisors, including the receipt and timing of regulatory approvals that may be required;
    • disruptions in the businesses of the Company and Commonwealth that could make it more difficult to maintain relationships with advisors and their clients;
    • the choice by clients of acquired or recruited advisors not to open brokerage and/or advisory accounts at the Company;
    • changes in general economic and financial market conditions, including retail investor sentiment;
    • changes in interest rates and fees payable by banks participating in the Company’s client cash programs, including the Company’s success in negotiating agreements with current or additional counterparties;
    • the Company’s strategy and success in managing client cash program fees;
    • fluctuations in the levels of advisory and brokerage assets, including net new assets, and the related impact on revenue;
    • effects of competition in the financial services industry and the success of the Company in attracting and retaining financial advisors and institutions, and their ability to provide financial products and services effectively;
    • whether retail investors served by newly-recruited advisors choose to move their respective assets to new accounts at the Company;
    • changes in the growth and profitability of the Company’s fee-based offerings and asset-based revenues;
    • the effect of current, pending and future legislation, regulation and regulatory actions, including disciplinary actions imposed by federal and state regulators and self-regulatory organizations;
    • the cost of defending, settling and remediating issues related to regulatory matters or legal proceedings, including civil monetary penalties or actual costs of reimbursing customers for losses in excess of our reserves or insurance;
    • changes made to the Company’s services and pricing, including in response to competitive developments and current, pending and future legislation, regulation and regulatory actions, and the effect that such changes may have on the Company’s gross profit streams and costs;
    • the execution of the Company’s capital management plans, including its compliance with the terms of the Company’s amended and restated credit agreement, the committed revolving credit facilities of the Company and LPL Financial, and the indentures governing the Company’s senior unsecured notes;
    • strategic acquisitions and investments, including pursuant to the Company’s Liquidity & Succession solution, and the effect that such acquisitions and investments may have on the Company’s capital management plans and liquidity;
    • the price, availability and trading volumes of shares of the Company’s common stock, which will affect the timing and size of future share repurchases by the Company, if any;
    • the execution of the Company’s plans and its success in realizing the synergies, expense savings, service improvements or efficiencies expected to result from its investments, initiatives and acquisitions, expense plans and technology initiatives;
    • whether advisors affiliated with Commonwealth and First Horizon will transition registration to the Company and whether assets reported as serviced by such financial advisors will translate into assets of the Company;
    • the performance of third-party service providers to which business processes have been transitioned;
    • the Company’s ability to control operating risks, information technology systems risks, cybersecurity risks and sourcing risks; and
    • the other factors set forth in the Company’s most recent Annual Report on Form 10-K, as may be amended or updated in the Company’s Quarterly Reports on Form 10-Q or other filings with the Securities and Exchange Commission.

    Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this earnings release, and you should not rely on statements contained herein as representing the Company’s view as of any date subsequent to the date of this press release.


    LPL Financial Holdings Inc.

    Condensed Consolidated Statements of Income
    (In thousands, except per share data)
    (Unaudited)
        Three Months Ended   Three Months Ended  
        June 30, March 31,   June 30,  
          2025     2025   Change   2024   Change
    REVENUE            
    Advisory   $ 1,717,738   $ 1,689,245   2% $ 1,288,163   33%
    Commission:            
    Sales-based     619,792     610,038   2%   423,070   46%
    Trailing     418,295     437,719   (4%)   363,976   15%
    Total commission     1,038,087     1,047,757   (1%)   787,046   32%
    Asset-based:            
    Client cash     397,332     392,031   1%   341,475   16%
    Other asset-based     305,015     303,210   1%   259,533   18%
    Total asset-based     702,347     695,241   1%   601,008   17%
    Service and fee     151,839     145,199   5%   135,000   12%
    Interest income, net     76,941     43,851   75%   47,478   62%
    Transaction     60,541     67,864   (11%)   58,935   3%
    Other     87,532     (19,150 ) n/m   14,139   n/m
        Total revenue     3,835,025     3,670,007   4%   2,931,769   31%
    EXPENSE            
    Advisory and commission     2,483,165     2,353,925   5%   1,819,027   37%
    Compensation and benefits     319,100     305,546   4%   274,000   16%
    Promotional     177,552     145,645   22%   136,125   30%
    Interest expense on borrowings     105,636     85,862   23%   64,341   64%
    Depreciation and amortization     96,231     92,356   4%   70,999   36%
    Occupancy and equipment     81,443     77,240   5%   69,529   17%
    Amortization of other intangibles     46,103     43,521   6%   30,607   51%
    Brokerage, clearing and exchange     43,290     44,138   (2%)   32,984   31%
    Professional services     41,092     36,326   13%   22,100   86%
    Communications and data processing     21,417     19,506   10%   19,406   10%
    Other     51,192     48,689   5%   62,580   (18%)
        Total expense     3,466,221     3,252,754   7%   2,601,698   33%
    INCOME BEFORE PROVISION FOR INCOME TAXES     368,804     417,253   (12%)   330,071   12%
    PROVISION FOR INCOME TAXES     95,555     98,680   (3%)   86,271   11%
    NET INCOME   $ 273,249   $ 318,573   (14%) $ 243,800   12%
    EARNINGS PER SHARE            
    Earnings per share, basic   $ 3.42   $ 4.27   (20%) $ 3.26   5%
    Earnings per share, diluted   $ 3.40   $ 4.24   (20%) $ 3.23   5%
    Weighted-average shares outstanding, basic     79,984     74,600   7%   74,725   7%
    Weighted-average shares outstanding, diluted     80,373     75,112   7%   75,548   6%
    LPL Financial Holdings Inc.
    Condensed Consolidated Statements of Income
    (In thousands, except per share data)
    (Unaudited)
        Six Months Ended  
        June 30,  
          2025     2024   Change
    REVENUE        
    Advisory   $ 3,406,983   $ 2,487,974   37%
    Commission:        
    Sales-based     1,229,830     808,305   52%
    Trailing     856,014     725,187   18%
    Total commission     2,085,844     1,533,492   36%
    Asset-based:        
    Client cash     789,363     693,857   14%
    Other asset-based     608,225     507,872   20%
    Total asset-based     1,397,588     1,201,729   16%
    Service and fee     297,038     267,172   11%
    Transaction     128,405     116,193   11%
    Interest income, net     120,792     91,003   33%
    Other     68,382     66,799   2%
        Total revenue     7,505,032     5,764,362   30%
    EXPENSE        
    Advisory and commission     4,837,090     3,552,514   36%
    Compensation and benefits     624,646     548,369   14%
    Promotional     323,197     262,744   23%
    Interest expense on borrowings     191,498     124,423   54%
    Depreciation and amortization     188,587     138,157   37%
    Occupancy and equipment     158,683     135,793   17%
    Amortization of other intangibles     89,624     60,159   49%
    Brokerage, clearing and exchange     87,428     63,516   38%
    Professional services     77,418     35,379   119%
    Communications and data processing     40,923     39,150   5%
    Other     99,881     99,895   —%
        Total expense     6,718,975     5,060,099   33%
    INCOME BEFORE PROVISION FOR INCOME TAXES     786,057     704,263   12%
    PROVISION FOR INCOME TAXES     194,235     171,699   13%
    NET INCOME   $ 591,822   $ 532,564   11%
    EARNINGS PER SHARE        
    Earnings per share, basic   $ 7.66   $ 7.13   7%
    Earnings per share, diluted   $ 7.61   $ 7.05   8%
    Weighted-average shares outstanding, basic     77,307     74,644   4%
    Weighted-average shares outstanding, diluted     77,760     75,529   3%
    LPL Financial Holdings Inc.
    Condensed Consolidated Statements of Financial Condition
    (In thousands, except share data)
    (Unaudited)
        June 30, 2025 March 31, 2025 December 31, 2024
    ASSETS
    Cash and equivalents   $ 4,185,337   $ 1,229,181   $ 967,079  
    Cash and equivalents segregated under federal or other regulations     1,611,200     1,513,037     1,597,249  
    Restricted cash     116,675     112,458     119,724  
    Receivables from clients, net     710,463     613,766     633,834  
    Receivables from brokers, dealers and clearing organizations     129,490     112,249     76,545  
    Advisor loans, net     2,536,190     2,468,033     2,281,088  
    Other receivables, net     951,063     939,411     902,777  
    Investment securities ($124,639, $122,729, and $42,267 at fair value at June 30, 2025, March 31, 2025, and December 31, 2024, respectively)     139,962     138,007     57,481  
    Property and equipment, net     1,278,991     1,237,693     1,210,027  
    Goodwill     2,213,393     2,213,100     2,172,873  
    Other intangibles, net     1,641,133     1,570,558     1,482,988  
    Other assets     1,959,779     1,815,729     1,815,739  
    Total assets   $ 17,473,676   $ 13,963,222   $ 13,317,404  
    LIABILITIES AND STOCKHOLDERS’ EQUITY
    LIABILITIES:        
    Client payables   $ 2,090,520   $ 2,045,285   $ 1,898,665  
    Payables to brokers, dealers and clearing organizations     273,593     252,035     129,228  
    Accrued advisory and commission expenses payable     303,614     303,837     323,996  
    Corporate debt and other borrowings, net     7,175,032     5,686,678     5,494,724  
    Accounts payable and accrued liabilities     556,086     479,803     588,450  
    Other liabilities     2,000,415     2,071,801     1,951,739  
    Total liabilities     12,399,260     10,839,439     10,386,802  
    STOCKHOLDERS’ EQUITY:        
    Common stock, $0.001 par value; 600,000,000 shares authorized; 136,603,206, 131,194,549, and 130,914,541 shares issued at June 30, 2025, March 31, 2025, and December 31, 2024, respectively     136     131     131  
    Additional paid-in capital     3,787,009     2,089,155     2,066,268  
    Treasury stock, at cost — 56,599,471, 56,611,181, and 56,253,909 shares at June 30, 2025, March 31, 2025, and December 31, 2024, respectively     (4,332,275 )   (4,331,582 )   (4,202,322 )
    Retained earnings     5,619,546     5,366,079     5,066,525  
    Total stockholders’ equity     5,074,416     3,123,783     2,930,602  
    Total liabilities and stockholders’ equity   $ 17,473,676   $ 13,963,222   $ 13,317,404  
    LPL Financial Holdings Inc.
    Management’s Statements of Operations
    (In thousands, except per share data)
    (Unaudited)
    Certain information in this release is presented as reviewed by the Company’s management and includes information derived from the Company’s unaudited condensed consolidated statements of income, non-GAAP financial measures and operational and performance metrics. For information on non-GAAP financial measures, please see the section titled“Non-GAAP Financial Measures”in this release.

        Quarterly Results
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Gross Profit(6)            
    Advisory   $ 1,717,738   $ 1,689,245   2% $ 1,288,163   33%
    Trailing commissions     418,295     437,719   (4%)   363,976   15%
    Sales-based commissions     619,792     610,038   2%   423,070   46%
    Advisory fees and commissions     2,755,825     2,737,002   1%   2,075,209   33%
    Production-based payout(7)     (2,406,692 )   (2,374,368 ) 1%   (1,812,050 ) 33%
    Advisory fees and commissions, net of payout     349,133     362,634   (4%)   263,159   33%
    Client cash(8)     413,516     408,224   1%   361,316   14%
    Other asset-based(9)     305,015     303,210   1%   259,533   18%
    Service and fee     151,839     145,199   5%   135,000   12%
    Transaction     60,541     67,864   (11%)   58,935   3%
    Interest income, net(10)     60,738     27,637   120%   27,618   120%
    Other revenue(11)     6,785     2,023   n/m   6,621   2%
    Total net advisory fees and commissions and attachment revenue     1,347,567     1,316,791   2%   1,112,182   21%
    Brokerage, clearing and exchange expense     (43,290 )   (44,138 ) (2%)   (32,984 ) 31%
    Gross Profit(6)     1,304,277     1,272,653   2%   1,079,198   21%
    G&A Expense            
    Core G&A(12)     425,595     413,069   3%   370,912   15%
    Regulatory charges     7,267     6,887   6%   7,594   (4%)
    Promotional (ongoing)(13)(14)     163,575     151,932   8%   147,830   11%
    Acquisition costs excluding interest(14)     71,562     43,407   65%   36,876   94%
    Employee share-based compensation     19,504     18,366   6%   19,968   (2%)
    Total G&A     687,503     633,661   8%   583,180   18%
    EBITDA(15)     616,774     638,992   (3%)   496,018   24%
    Depreciation and amortization     96,231     92,356   4%   70,999   36%
    Amortization of other intangibles     46,103     43,521   6%   30,607   51%
    Interest expense on borrowings(16)     102,323     80,725   27%   64,341   59%
    Acquisition costs – interest(14)     3,313     5,137   (36%)     100%
    INCOME BEFORE PROVISION FOR INCOME TAXES     368,804     417,253   (12%)   330,071   12%
    PROVISION FOR INCOME TAXES     95,555     98,680   (3%)   86,271   11%
    NET INCOME   $ 273,249   $ 318,573   (14%) $ 243,800   12%
    Earnings per share, diluted   $ 3.40   $ 4.24   (20%) $ 3.23   5%
    Weighted-average shares outstanding, diluted     80,373     75,112   7%   75,548   6%
    Adjusted EBITDA(15)   $ 688,336   $ 682,399   1% $ 532,894   29%
    Adjusted pre-tax income(17)   $ 489,782   $ 509,318   (4%) $ 397,554   23%
    Adjusted EPS(18)   $ 4.51   $ 5.15   (12%) $ 3.88   16%
    LPL Financial Holdings Inc.
    Operating Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Market Drivers            
    S&P 500 Index (end of period)     6,205     5,612   11%   5,460   14%
    Russell 2000 Index (end of period)     2,175     2,012   8%   2,048   6%
    Fed Funds daily effective rate (average bps)     433     433   —bps   533   (100bps)
                 
    Advisory and Brokerage Assets(19)            
    Advisory assets   $ 1,060.7   $ 977.4   9% $ 829.1   28%
    Brokerage assets     858.5     817.5   5%   668.7   28%
    Total Advisory and Brokerage Assets   $ 1,919.2   $ 1,794.9   7% $ 1,497.8   28%
    Advisory as a % of Total Advisory and Brokerage Assets     55.3 %   54.5 % 80bps   55.4 % (10bps)
                 
    Assets by Platform            
    Corporate advisory assets(20)   $ 766.4   $ 699.1   10% $ 567.8   35%
    Independent RIA advisory assets(20)     294.3     278.3   6%   261.3   13%
    Brokerage assets     858.5     817.5   5%   668.7   28%
    Total Advisory and Brokerage Assets   $ 1,919.2   $ 1,794.9   7% $ 1,497.8   28%
                 
    Centrally Managed Assets            
    Centrally managed assets(21)   $ 183.5   $ 164.4   12% $ 126.9   45%
    Centrally Managed as a % of Total Advisory Assets     17.3 %   16.8 % 50bps   15.3 % 200bps
    LPL Financial Holdings Inc.
    Operating Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Organic Net New Assets (NNA)(22)            
    Organic net new advisory assets   $ 23.1   $ 35.7   n/m $ 26.6   n/m
    Organic net new brokerage assets     (2.6 )   35.2   n/m   2.5   n/m
    Total Organic Net New Assets   $ 20.5   $ 70.9   n/m $ 29.0   n/m
                 
    Acquired Net New Assets(22)            
    Acquired net new advisory assets   $   $ 1.9   n/m $ 0.3   n/m
    Acquired net new brokerage assets         6.0   n/m   4.8   n/m
    Total Acquired Net New Assets   $   $ 7.9   n/m $ 5.0   n/m
                 
    Total Net New Assets(22)            
    Net new advisory assets   $ 23.1   $ 37.6   n/m $ 26.8   n/m
    Net new brokerage assets     (2.6 )   41.2   n/m   7.2   n/m
    Total Net New Assets   $ 20.5   $ 78.8   n/m $ 34.0   n/m
                 
    Net brokerage to advisory conversions(23)   $ 6.4   $ 5.9   n/m $ 3.7   n/m
    Organic advisory NNA annualized growth(24)     9.5 %   14.9 % n/m   13.4 % n/m
    Total organic NNA annualized growth(24)     4.6 %   16.3 % n/m   8.1 % n/m
                 
    Net New Advisory Assets(22)            
    Corporate RIA net new advisory assets   $ 24.8   $ 31.7   n/m $ 23.4   n/m
    Independent RIA net new advisory assets     (1.7 )   5.9   n/m   3.4   n/m
    Total Net New Advisory Assets   $ 23.1   $ 37.6   n/m $ 26.8   n/m
    Centrally managed net new advisory assets(22)   $ 6.1   $ 6.5   n/m $ 4.4   n/m
                 
    Net buy (sell) activity(25)   $ 36.6   $ 42.0   n/m $ 39.3   n/m
    Note: Totals may not foot due to rounding.
    LPL Financial Holdings Inc.
    Client Cash Data
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Client Cash Balances (in billions)(26)            
    Insured cash account sweep   $ 34.2   $ 36.1   (5%) $ 31.0   10%
    Deposit cash account sweep     10.8     10.7   1%   9.2   17%
    Total Bank Sweep     44.9     46.8   (4%)   40.2   12%
    Money market sweep     3.7     4.3   (14%)   2.3   61%
    Total Client Cash Sweep Held by Third Parties     48.6     51.1   (5%)   42.5   14%
    Client cash account (CCA)     2.0     1.9   5%   1.5   33%
    Total Client Cash Balances   $ 50.6   $ 53.1   (5%) $ 44.0   15%
    Client Cash Balances as a % of Total Assets     2.6 %   3.0 % (40bps)   2.9 % (30bps)
    Note: Totals may not foot due to rounding.
      Three Months Ended
      June 30, 2025 March 31, 2025 June 30, 2024
    Interest-Earnings Assets Average Balance (in billions) Revenue Net Yield (bps)(27) Average Balance (in billions) Revenue Net Yield (bps)(27) Average Balance (in billions) Revenue Net Yield (bps)(27)
    Insured cash account sweep $ 34.4 $ 293,420 342 $ 36.0 $ 299,618 337 $ 31.7 $ 250,804 318
    Deposit cash account sweep   10.7   101,298 381   10.2   89,728 356   9.0   89,070 399
    Total Bank Sweep   45.1   394,718 351   46.2   389,346 341   40.7   339,874 336
    Money market sweep   4.0   2,614 26   4.1   2,685 26   2.3   1,601 28
    Total Client Cash Held ByThird Parties   49.1   397,332 325   50.4   392,031 316   43.0   341,475 320
    Client cash account (CCA)   1.7   16,184 378   1.8   16,193 368   1.7   19,841 472
    Total Client Cash   50.8   413,516 326   52.2   408,224 317   44.7   361,316 326
    Margin receivables   0.6   12,080 807   0.6   11,444 789   0.5   10,521 889
    Other interest revenue   4.4   48,658 448   1.3   16,193 512   1.3   17,097 545
    Total Client Cash andInterest Income, Net $ 55.8 $ 474,254 341 $ 54.0 $ 435,861 327 $ 46.5 $ 388,934 337
    Note: Totals may not foot due to rounding.
    LPL Financial Holdings Inc.
    Monthly Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
        June 2025 May 2025 Change April 2025 March 2025
    Advisory and Brokerage Assets(19)            
    Advisory assets   $ 1,060.7   $ 1,021.6   4% $ 978.6   $ 977.4  
    Brokerage assets     858.5     832.9   3%   809.4     817.5  
    Total Advisory and Brokerage Assets   $ 1,919.2   $ 1,854.5   3% $ 1,787.9   $ 1,794.9  
                 
    Organic Net New Assets (NNA)(22)            
    Organic net new advisory assets   $ 7.9   $ 8.3   n/m $ 6.9   $ 12.7  
    Organic net new brokerage assets     0.1     (1.8 ) n/m   (0.8 )   0.5  
    Total Organic Net New Assets   $ 8.0   $ 6.5   n/m $ 6.1   $ 13.1  
                 
    Acquired Net New Assets(22)            
    Acquired net new advisory assets   $   $   n/m $   $ 1.8  
    Acquired net new brokerage assets           n/m       5.3  
    Total Acquired Net New Assets   $   $   n/m $   $ 7.1  
                 
    Total Net New Assets(22)            
    Net new advisory assets   $ 7.9   $ 8.3   n/m $ 6.9   $ 14.5  
    Net new brokerage assets     0.1     (1.8 ) n/m   (0.8 )   5.8  
    Total Net New Assets   $ 8.0   $ 6.5   n/m $ 6.1   $ 20.2  
    Net brokerage to advisory conversions(23)   $ 2.4   $ 2.2   n/m $ 1.7   $ 1.9  
                 
    Client Cash Balances(26)            
    Insured cash account sweep   $ 34.2   $ 33.4   2% $ 35.2   $ 36.1  
    Deposit cash account sweep     10.8     10.6   2%   10.7     10.7  
    Total Bank Sweep     44.9     44.0   2%   45.9     46.8  
    Money market sweep     3.7     3.9   (5%)   4.2     4.3  
    Total Client Cash Sweep Held by Third Parties     48.6     47.9   1%   50.2     51.1  
    Client cash account (CCA)     2.0     1.3   54%   1.6     1.9  
    Total Client Cash Balances   $ 50.6   $ 49.2   3% $ 51.8   $ 53.1  
                 
    Net buy (sell) activity(25)   $ 12.7   $ 13.5   n/m $ 10.4   $ 13.2  
                 
    Market Drivers            
    S&P 500 Index (end of period)     6,205     5,912   5%   5,569     5,612  
    Russell 2000 Index (end of period)     2,175     2,066   5%   1,964     2,012  
    Fed Funds effective rate (average bps)     433     433   —bps   433     433  
    Note: Totals may not foot due to rounding.
    LPL Financial Holdings Inc.
    Financial Measures
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Commission Revenue by Product            
    Annuities   $ 629,763   $ 615,594   2% $ 469,100   34%
    Mutual funds     223,317     233,895   (5%)   187,432   19%
    Fixed income     53,014     61,553   (14%)   53,192   —%
    Equities     47,811     49,074   (3%)   34,434   39%
    Other     84,182     87,641   (4%)   42,888   96%
    Total commission revenue   $ 1,038,087   $ 1,047,757   (1%) $ 787,046   32%
                 
    Commission Revenue by Sales-based and Trailing                    
    Sales-based commissions            
    Annuities   $ 393,654   $ 365,767   8% $ 260,188   51%
    Mutual funds     52,301     55,607   (6%)   42,981   22%
    Fixed income     53,014     61,553   (14%)   53,192   —%
    Equities     47,811     49,074   (3%)   34,434   39%
    Other     73,012     78,037   (6%)   32,275   126%
    Total sales-based commissions   $ 619,792   $ 610,038   2% $ 423,070   46%
    Trailing commissions            
    Annuities   $ 236,109   $ 249,827   (5%) $ 208,912   13%
    Mutual funds     171,016     178,288   (4%)   144,451   18%
    Other     11,170     9,604   16%   10,613   5%
    Total trailing commissions   $ 418,295   $ 437,719   (4%) $ 363,976   15%
    Total commission revenue   $ 1,038,087   $ 1,047,757   (1%) $ 787,046   32%
                 
    Payout Rate(7)     87.33 %   86.75 % 58bps   87.32 % 1bps
    LPL Financial Holdings Inc.
    Capital Management Measures
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Q4 2024
    Cash and equivalents   $ 4,185,337   $ 1,229,181   $ 967,079  
    Cash at regulated subsidiaries     (1,288,722 )   (1,085,459 )   (884,779 )
    Excess cash at regulated subsidiaries per the Credit Agreement     720,359     476,908     397,138  
    Corporate Cash(2)   $ 3,616,974   $ 620,630   $ 479,438  
             
    Corporate Cash(2)        
    Cash at LPL Holdings, Inc.   $ 2,841,718   $ 104,080   $ 39,782  
    Excess cash at regulated subsidiaries per the Credit Agreement     720,359     476,908     397,138  
    Cash at non-regulated subsidiaries     54,897     39,642     42,518  
    Corporate Cash   $ 3,616,974   $ 620,630   $ 479,438  
             
    Leverage Ratio        
    Total debt   $ 7,220,000   $ 5,720,000   $ 5,517,000  
    Total corporate cash     3,616,974     620,630     479,438  
    Credit Agreement Net Debt   $ 3,603,026   $ 5,099,370   $ 5,037,562  
    Credit Agreement EBITDA (trailing twelve months)(28)   $ 2,922,433   $ 2,797,285   $ 2,665,033  
    Leverage Ratio     1.23 x   1.82 x   1.89 x
        June 30, 2025  
    Total Debt   Balance Current Applicable Margin Interest Rate Maturity
    Revolving Credit Facility(a)   $   ABR+37.5 bps / SOFR+147.5 bps 5.797 % 5/20/2029
    Broker-Dealer Revolving Credit Facility       SOFR+125 bps 5.700 % 5/18/2026
    Senior Unsecured Term Loan A     1,020,000   SOFR+147.5 bps(b) 5.791 % 12/5/2026
    Senior Unsecured Notes     500,000   5.700% Fixed 5.700 % 5/20/2027
    Senior Unsecured Notes     400,000   4.625% Fixed 4.625 % 11/15/2027
    Senior Unsecured Notes     500,000   4.900% Fixed 4.900 % 4/3/2028
    Senior Unsecured Notes     750,000   6.750% Fixed 6.750 % 11/17/2028
    Senior Unsecured Notes     900,000   4.000% Fixed 4.000 % 3/15/2029
    Senior Unsecured Notes     750,000   5.200% Fixed 5.200 % 3/15/2030
    Senior Unsecured Notes     500,000   5.150% Fixed 5.150 % 6/15/2030
    Senior Unsecured Notes     400,000   4.375% Fixed 4.375 % 5/15/2031
    Senior Unsecured Notes     500,000   6.000% Fixed 6.000 % 5/20/2034
    Senior Unsecured Notes     500,000   5.650% Fixed 5.650 % 3/15/2035
    Senior Unsecured Notes     500,000   5.750% Fixed 5.750 % 6/15/2035
    Total / Weighted Average   $ 7,220,000     5.352 %  
    (a) Unsecured borrowing capacity of $2.25 billion at LPL Holdings, Inc.
    (b) The SOFR rate option is a one-month SOFR rate and subject to an interest rate floor of 0 bps.
    LPL Financial Holdings Inc.
    Key Business and Financial Metrics
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Business Metrics            
    Advisors     29,353     29,493   —%   23,462   25%
    Net new advisors     (140 )   605   (123%)   578   (124%)
    Annualized advisory fees and commissions per advisor(29)   $ 375   $ 375   —% $ 358   5%
    Average total assets per advisor ($ in millions)(30)   $ 65.4   $ 60.9   7% $ 63.8   3%
    Transition assistance loan amortization ($ in millions)(31)   $ 89.4   $ 81.8   9% $ 61.9   44%
    Total client accounts (in millions)     10.5     10.4   1%   8.6   22%
    Recruited AUM ($ in billions)     18.4     38.6   (52%)   24.3   (24%)
                 
    Employees(32)     9,389     9,097   3%   8,625   9%
                 
    AUM retention rate (quarterly annualized)(33)     97.6 %   98.2 % (60bps)   98.4 % (80bps)
                 
    Capital Management            
    Capital expenditures ($ in millions)(34)   $ 137.0   $ 119.5   15% $ 128.9   6%
     Acquisitions, net ($ in millions)(35)   $ 102.8   $ 95.1   8% $ 115.1   n/m
                 
    Share repurchases ($ in millions)   $   $ 100.0   (100%) $   —%
    Dividends ($ in millions)     24.0     22.4   7%   22.4   7%
    Total Capital Returned ($ in millions)   $ 24.0   $ 122.4   (80%) $ 22.4   7%


    Non-GAAP Financial Measures

    Management believes that presenting certain non-GAAP financial measures by excluding or including certain items can be helpful to investors and analysts who may wish to use this information to analyze the Company’s current performance, prospects and valuation. Management uses this non-GAAP information internally to evaluate operating performance and in formulating the budget for future periods. Management believes that the non-GAAP financial measures and metrics discussed below are appropriate for evaluating the performance of the Company.

    Adjusted EPS and Adjusted net income

    Adjusted EPS is defined as adjusted net income, a non-GAAP measure defined as net income plus the after-tax impact of amortization of other intangibles and acquisition costs, divided by the weighted average number of diluted shares outstanding for the applicable period. The Company presents adjusted net income and adjusted EPS because management believes that these metrics can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items, acquisition costs, and certain other charges that management does not believe impact the Company’s ongoing operations. Adjusted net income and adjusted EPS are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income, earnings per diluted share or any other performance measure derived in accordance with GAAP. For a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS, please see the endnote disclosures in this release.

    Gross profit

    Gross profit is calculated as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation. All other expense categories, including depreciation and amortization of property and equipment and amortization of other intangibles, are considered general and administrative in nature. Because the Company’s gross profit amounts do not include any depreciation and amortization expense, the Company considers gross profit to be a non-GAAP financial measure that may not be comparable to similar measures used by others in its industry. Management believes that gross profit can provide investors with useful insight into the Company’s core operating performance before indirect costs that are general and administrative in nature. For a calculation of gross profit, please see the endnote disclosures in this release.

    Core G&A

    Core G&A consists of total expense less the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; promotional (ongoing); employee share-based compensation; regulatory charges; and acquisition costs. Management presents core G&A because it believes core G&A reflects the corporate expense categories over which management can generally exercise a measure of control, compared with expense items over which management either cannot exercise control, such as advisory and commission, or which management views as promotional expense necessary to support advisor growth and retention, including conferences and transition assistance. Core G&A is not a measure of the Company’s total expense as calculated in accordance with GAAP. For a reconciliation of the Company’s total expense to core G&A, please see the endnote disclosures in this release. The Company does not provide an outlook for its total expense because it contains expense components, such as advisory and commission, that are market-driven and over which the Company cannot exercise control. Accordingly, a reconciliation of the Company’s outlook for total expense to an outlook for core G&A cannot be made available without unreasonable effort.

    EBITDA and Adjusted EBITDA

    EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles. Adjusted EBITDA is defined as EBITDA, a non-GAAP measure, plus acquisition costs. The Company presents EBITDA and adjusted EBITDA because management believes that they can be useful financial metrics in understanding the Company’s earnings from operations. EBITDA and adjusted EBITDA are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to EBITDA and adjusted EBITDA, please see the endnote disclosures in this release.

    Adjusted pre-tax income

    Adjusted pre-tax income is defined as income before provision for income taxes plus amortization of other intangibles and acquisition costs. The Company presents adjusted pre-tax income because management believes that it can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items, acquisition costs, and certain other charges that management does not believe impact the Company’s ongoing operations. Adjusted pre-tax income is not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to income before provision for income taxes or any other performance measure derived in accordance with GAAP. For a reconciliation of income before provision for income taxes to adjusted pre-tax income, please see the endnote disclosures in this release.

    Credit Agreement EBITDA

    Credit Agreement EBITDA is defined in, and calculated by management in accordance with, the Company’s amended and restated credit agreement (“Credit Agreement”) as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. The Company presents Credit Agreement EBITDA because management believes that it can be a useful financial metric in understanding the Company’s debt capacity and covenant compliance under its Credit Agreement. Credit Agreement EBITDA is not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to Credit Agreement EBITDA, please see the endnote disclosures in this release.

    Endnote Disclosures

    (1) Represents the estimated total advisory and brokerage assets expected to transition to the Company’s primary broker-dealer subsidiary, LPL Financial, in connection with advisors who transferred their licenses to LPL Financial during the period. The estimate is based on prior business reported by the advisors, which has not been independently and fully verified by LPL Financial. The actual transition of assets to LPL Financial generally occurs over several quarters and the actual amount transitioned may vary from the estimate.

    (2) Corporate cash, a component of cash and equivalents, is the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement, which include LPL Financial, LPL Enterprise, LLC, The Private Trust Company, N.A. and certain of Atria’s introducing broker-dealer subsidiaries, in excess of the capital requirements of the Company’s Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries.

    (3) Compliance with the Leverage Ratio is only required under the Company’s revolving credit facility.

    (4) Based on unaudited information of Commonwealth for the quarter ended June 30, 2025.

    (5) The Company was named a Top RIA custodian (Cerulli Associates, 2024 U.S. RIA Marketplace Report); No. 1 Independent Broker-Dealer in the U.S. (based on total revenues, Financial Planning magazine 1996-2022); and, among third-party providers of brokerage services to banks and credit unions, No. 1 in AUM Growth from Financial Institutions; No. 1 in Market Share of AUM from Financial Institutions; No. 1 in Market Share of Revenue from Financial Institutions; No. 1 on Financial Institution Market Share; No. 1 on Share of Advisors (2021-2022 Kehrer Bielan Research and Consulting Annual TPM Report). Fortune 500 as of June 2021.

    (6) Gross profit is a non-GAAP financial measure. Please see a description of gross profit under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a calculation of gross profit for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Total revenue   $ 3,835,025   $ 3,670,007   $ 2,931,769  
    Advisory and commission expense     2,483,165     2,353,925     1,819,027  
    Brokerage, clearing and exchange expense     43,290     44,138     32,984  
    Employee deferred compensation     4,293     (709 )   560  
    Gross profit   $ 1,304,277   $ 1,272,653   $ 1,079,198  

    (7) Production-based payout is a financial measure calculated as advisory and commission expense plus (less) advisor deferred compensation. The payout rate is calculated by dividing the production-based payout by total advisory and commission revenue. Below is a reconciliation of the Company’s advisory and commission expense to the production-based payout and a calculation of the payout rate for the periods presented (in thousands, except payout rate):

        Q2 2025 Q1 2025 Q2 2024
    Advisory and commission expense   $ 2,483,165   $ 2,353,925   $ 1,819,027  
    Plus (Less): Advisor deferred compensation     (76,473 )   20,443     (6,977 )
    Production-based payout   $ 2,406,692   $ 2,374,368   $ 1,812,050  
             
    Advisory and commission revenue   $ 2,755,825   $ 2,737,002   $ 2,075,209  
             
    Payout rate     87.33 %   86.75 %   87.32 %

    (8) Below is a reconciliation of client cash revenue per Management’s Statements of Operations to client cash revenue, a component of asset-based revenue, on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

             
        Q2 2025 Q1 2025 Q2 2024
    Client cash on Management’s Statement of Operations   $ 413,516   $ 408,224   $ 361,316  
    Interest income on CCA balances segregated under federal or other regulations(10)     (16,184 )   (16,193 )   (19,841 )
    Client cash on Condensed Consolidated Statements of Income   $ 397,332   $ 392,031   $ 341,475  

    (9) Consists of revenue from the Company’s sponsorship programs with financial product manufacturers, omnibus processing and networking services but does not include fees from client cash programs.

    (10) Below is a reconciliation of interest income, net per Management’s Statements of Operations to interest income, net on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Interest income, net on Management’s Statement of Operations   $ 60,738   $ 27,637     27,618  
    Interest income on CCA balances segregated under federal or other regulations(8)     16,184     16,193     19,841  
    Interest income on deferred compensation     19     21     19  
    Interest income, net on Condensed Consolidated Statements of Income   $ 76,941   $ 43,851   $ 47,478  

    (11) Below is a reconciliation of other revenue per Management’s Statements of Operations to other revenue on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Other revenue on Management’s Statement of Operations   $ 6,785   $ 2,023   $ 6,621  
    Interest income on deferred compensation     (19 )   (21 )   (19 )
    Deferred compensation     80,766     (21,152 )   7,537  
    Other revenue on Condensed Consolidated Statements of Income   $ 87,532   $ (19,150 ) $ 14,139  

    (12) Core G&A is a non-GAAP financial measure. Please see a description of core G&A under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of the Company’s total expense to core G&A for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Core G&A Reconciliation        
    Total expense   $ 3,466,221   $ 3,252,754   $ 2,601,698  
    Advisory and commission     (2,483,165 )   (2,353,925 )   (1,819,027 )
    Depreciation and amortization     (96,231 )   (92,356 )   (70,999 )
    Interest expense on borrowings(16)     (105,636 )   (85,862 )   (64,341 )
    Brokerage, clearing and exchange     (43,290 )   (44,138 )   (32,984 )
    Amortization of other intangibles     (46,103 )   (43,521 )   (30,607 )
    Employee deferred compensation     (4,293 )   709     (560 )
    Total G&A     687,503     633,661     583,180  
    Promotional (ongoing)(13)(14)     (163,575 )   (151,932 )   (147,830 )
    Acquisition costs excluding interest(14)     (71,562 )   (43,407 )   (36,876 )
    Employee share-based compensation     (19,504 )   (18,366 )   (19,968 )
    Regulatory charges     (7,267 )   (6,887 )   (7,594 )
    Core G&A   $ 425,595   $ 413,069   $ 370,912  

    (13) Promotional (ongoing) includes $21.2 million, $14.8 million and $12.2 million for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024, respectively, of support costs related to full-time employees that are classified within Compensation and benefits expense in the condensed consolidated statements of income and excludes costs that have been incurred as part of acquisitions that have been classified within acquisition costs.

    (14) Acquisition costs include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of the acquisitions. The below table summarizes the primary components of acquisition costs for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Acquisition costs        
    Change in fair value of contingent consideration(36)   $ 309   $ 6,594   $ 24,624  
    Compensation and benefits     16,054     17,417     6,827  
    Professional services     11,057     6,145     3,567  
    Promotional(13)     35,198     8,538     539  
    Interest(16)     3,313     5,137      
    Other     8,944     4,713     1,319  
    Acquisition costs   $ 74,875   $ 48,544   $ 36,876  

    (15) EBITDA and adjusted EBITDA are non-GAAP financial measures. Please see a description of EBITDA and adjusted EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    EBITDA and adjusted EBITDA Reconciliation        
    Net income   $ 273,249   $ 318,573   $ 243,800  
    Interest expense on borrowings(16)     105,636     85,862     64,341  
    Provision for income taxes     95,555     98,680     86,271  
    Depreciation and amortization     96,231     92,356     70,999  
    Amortization of other intangibles     46,103     43,521     30,607  
    EBITDA   $ 616,774   $ 638,992   $ 496,018  
    Acquisition costs excluding interest(14)     71,562     43,407     36,876  
    Adjusted EBITDA   $ 688,336   $ 682,399   $ 532,894  

    (16) Below is a reconciliation of interest expense on borrowings per Management’s Statements of Operations to interest expense on borrowings on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Interest expense on borrowings on Management’s Statement of Operations   $ 102,323   $ 80,725   $ 64,341  
    Cost of debt issuance related to Commonwealth acquisition(14)     3,313     5,137      
    Interest expense on borrowings on Condensed Consolidated Statements of Income   $ 105,636   $ 85,862   $ 64,341  

    (17) Adjusted pre-tax income is a non-GAAP financial measure. Please see a description of adjusted pre-tax income under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of income before provision for income taxes to adjusted pre-tax income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Income before provision for income taxes   $ 368,804   $ 417,253   $ 330,071  
    Amortization of other intangibles     46,103     43,521     30,607  
    Acquisition costs(14)     74,875     48,544     36,876  
    Adjusted pre-tax income   $ 489,782   $ 509,318   $ 397,554  

    (18) Adjusted net income and adjusted EPS are non-GAAP financial measures. Please see a description of adjusted net income and adjusted EPS under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in thousands, except per share data):

        Q2 2025 Q1 2025 Q2 2024
        Amount Per Share Amount Per Share Amount Per Share
    Net income / earnings per diluted share   $ 273,249   $ 3.40   $ 318,573   $ 4.24   $ 243,800   $ 3.23  
    Amortization of other intangibles     46,103     0.57     43,521     0.58     30,607     0.41  
    Acquisition costs(14)     74,875     0.93     48,544     0.65     36,876     0.49  
    Tax benefit     (31,433 )   (0.39 )   (23,937 )   (0.32 )   (17,816 )   (0.24 )
    Adjusted net income / adjusted EPS   $ 362,794   $ 4.51   $ 386,701   $ 5.15   $ 293,467   $ 3.88  
    Diluted share count     80,373       75,112       75,548    
    Note: Totals may not foot due to rounding.

    (19) Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial, as well as assets under custody of a third-party custodian related to Atria’s seven introducing broker-dealer subsidiaries.

    (20) Assets on the Company’s corporate advisory platform are serviced by investment advisor representatives of LPL Financial. Assets on the Company’s independent RIA advisory platform are serviced by investment advisor representatives of separate registered investment advisor firms rather than representatives of LPL Financial.

    (21) Consists of advisory assets in LPL Financial’s Model Wealth Portfolios, Optimum Market Portfolios, Personal Wealth Portfolios and Guided Wealth Portfolios platforms.

    (22) Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. The Company considers conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.

    (23) Consists of existing custodied assets that converted from brokerage to advisory, less existing custodied assets that converted from advisory to brokerage.

    (24) Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.

    (25) Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.

    (26) Client cash balances include CCA and exclude purchased money market funds. CCA balances include cash that clients have deposited with LPL Financial that is included in Client payables in the condensed consolidated balance sheets. The following table presents purchased money market funds for the periods presented (in billions):

        Q2 2025 Q1 2025 Q2 2024
    Purchased money market funds   $ 47.0   $ 44.7   $ 35.7  

    (27) Calculated by dividing revenue for the period by the average balance during the period.

    (28) EBITDA and Credit Agreement EBITDA are non-GAAP financial measures. Please see a description of EBITDA and Credit Agreement EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Under the Credit Agreement, management calculates Credit Agreement EBITDA for a trailing twelve month period at the end of each fiscal quarter and in doing so may make further adjustments to prior quarters. Below are reconciliations of trailing twelve month net income to trailing twelve month EBITDA and Credit Agreement EBITDA for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q4 2024
    EBITDA and Credit Agreement EBITDA Reconciliations        
    Net income   $ 1,117,874   $ 1,088,425   $ 1,058,616  
    Interest expense on borrowings     341,256     299,961     274,181  
    Provision for income taxes     356,812     347,528     334,276  
    Depreciation and amortization     358,957     333,725     308,527  
    Amortization of other intangibles     164,699     149,203     135,234  
    EBITDA   $ 2,339,598   $ 2,218,842   $ 2,110,834  
    Credit Agreement Adjustments:        
    Acquisition costs and other(14)(37)   $ 269,638   $ 249,870   $ 223,614  
    Employee share-based compensation     84,226     84,690     88,957  
    M&A accretion(38)     222,150     237,160     235,048  
    Advisor share-based compensation     2,838     2,740     2,597  
    Loss on extinguishment of debt     3,983     3,983     3,983  
    Credit Agreement EBITDA   $ 2,922,433   $ 2,797,285   $ 2,665,033  

    (29) Calculated based on the average advisor count from the current period and prior periods.

    (30) Calculated based on the end of period total advisory and brokerage assets divided by end of period advisor count.

    (31) Represents amortization expense on forgivable loans for transition assistance to advisors and institutions.

    (32) During the first quarter of 2025, the Company updated its reporting of employees to include all full-time employees, including those reflected in Core G&A, promotional (ongoing) and advisory and commission expense. Prior period disclosures have been updated to reflect this change as applicable.

    (33) Reflects retention of total advisory and brokerage assets, calculated by deducting quarterly annualized attrition from total advisory and brokerage assets, divided by the prior quarter total advisory and brokerage assets.

    (34) Capital expenditures represent cash payments for property and equipment during the period.

    (35) Acquisitions, net represent cash paid for acquisitions, net of cash acquired during the period. Acquisitions, net for the three months ended March 31, 2025 excludes $70.2 million related to The Investment Center, Inc., which was prefunded on October 1, 2024 in conjunction with the close of the Atria acquisition, as well as cash inflows associated with working capital and other post-closing adjustments.

    (36) Represents a fair value adjustment to our contingent consideration liabilities that is reflected in other expense in the condensed consolidated statements of income.

    (37) Acquisition costs and other primarily include acquisition costs related to Atria, costs incurred related to the integration of the strategic relationship with Prudential Advisors, a $26.4 million reduction related to the departure of the Company’s former Chief Executive Officer and related clawback of share-based compensation awards, and an $18.0 million regulatory charge recognized during the three months ended September 30, 2024 reflecting the amount of a penalty proposed by the SEC as part of its civil investigation of the Company’s compliance with certain elements of the Company’s AML compliance program.

    (38) M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of such acquisition.

    The MIL Network

  • MIL-OSI: iRhythm Technologies Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SAN FRANCISCO, July 31, 2025 (GLOBE NEWSWIRE) — iRhythm Technologies, Inc. (NASDAQ: IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict, and prevent disease, today reported financial results for the three months ended June 30, 2025.

    Second Quarter 2025 Financial Highlights

    • Revenue of $186.7 million, a 26.1% increase compared to second quarter 2024
    • Gross margin of 71.2%, a 130-basis point increase compared to second quarter 2024
    • Unrestricted cash, cash equivalents, and marketable securities of $545.5 million as of June 30, 2025
    • Increased fiscal year 2025 guidance for revenue and adjusted EBITDA

    Recent Operational Highlights

    • Second quarter 2025 record quarterly revenue driven by continued momentum in our core long-term continuous monitoring business, sustained demand for Zio AT, progress within innovative value-based care accounts, and contribution from international markets
    • Executed strategic partnership with Lucem Health, a leader in AI-driven early disease detection, to accelerate early identification of undiagnosed arrhythmias in patient populations with comorbid conditions, a bold step toward predictive, preventive, and precise care that is powered by AI, informed by data, and designed for scale1
    • Results from two large-scale real-world studies presented at the American Diabetes Association’s 85th Scientific Sessions (ADA 2025) demonstrated that cardiac arrhythmias present frequent, early, and often preceding major cardiovascular events (MACE), highlighting a critical opportunity to enhance early detection strategies in at-risk cardiometabolic populations

    “The second quarter of 2025 was another record quarter for iRhythm, with growth of more than 26%, showcasing the strength of our diversified growth strategy,” said Quentin Blackford, President and Chief Executive Officer of iRhythm. “Our continued momentum spans three key areas: accelerating growth in our core monitoring business, continued penetration of Zio AT across major health systems, and successful expansion with innovative value-based care partners. With strong execution, combined with our transformative AI partnership with Lucem Health and the growing abundance of compelling clinical evidence, we’re uniquely positioned to revolutionize early cardiac detection and create substantial value for patients, providers, and shareholders while addressing the growing need for preventative care.”

    Second Quarter Financial Results
    Revenue for the second quarter of 2025 was $186.7 million, up 26.1% from $148.0 million during the same period in 2024. The increase was driven by growth in demand for Zio services within core existing accounts, from continued market penetration of Zio AT, and at new innovative channel partners.

    Gross profit for the second quarter of 2025 was $132.9 million, up 28.4% from $103.5 million during the same period in 2024, while gross margin was 71.2%, up from 69.9% during the same period in 2024. The increase in gross profit was primarily due to increased volume of Zio services provided due to higher demand. The increase in gross margin was primarily due to volume leverage as well as operational efficiencies, partially offset by an increased blended cost per unit from a higher Zio AT product mix.

    Operating expenses for the second quarter of 2025 were $151.6 million, compared to $126.5 million for the same period in 2024. Adjusted operating expenses for the second quarter of 2025 were $145.2 million, compared to $125.2 million during the same period in 2024. The increase in adjusted operating expenses was primarily driven by funding of new and sustaining development activities as well as incremental costs to serve a growing volume of patients globally.

    Net loss for the second quarter of 2025 was $14.2 million, or a diluted loss of $0.44 per share, compared with net loss of $20.1 million, or a diluted loss of $0.65 per share, for the same period in 2024. Adjusted net loss for the second quarter of 2025 was $10.2 million, or a diluted loss of $0.32 per share, compared with an adjusted net loss of $18.8 million, or a diluted loss of $0.61 per share, for the same period in 2024. The decrease in net loss was primarily driven by our revenue growth and operating leverage achieved through implementation of efficiency initiatives.

    Unrestricted cash, cash equivalents, and marketable securities were $545.5 million as of June 30, 2025.

    2025 Annual Guidance
    iRhythm projects revenue for the full year 2025 between $720 million to $730 million. Adjusted EBITDA margin for the full year 2025 is expected to range from approximately 8.0% to 8.5% of revenues.

    Webcast and Conference Call Information
    iRhythm’s management team will host a conference call today beginning at 1:30 p.m. PT/4:30 p.m. ET. Interested parties may access a live and archived webcast of the presentation on the “Events & Presentations” section of the company’s investor website at investors.irhythmtech.com.

    About iRhythm Technologies, Inc.
    iRhythm is a leading digital health care company that creates trusted solutions that detect, predict, and prevent disease. Combining wearable biosensors and cloud-based data analytics with powerful proprietary algorithms, iRhythm distills data from millions of heartbeats into clinically actionable information. Through a relentless focus on patient care, iRhythm’s vision is to deliver better data, better insights, and better health for all.

    Reclassifications
    Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications have no impact on previously reported results of operations or financial position.

    Use of Non-GAAP Financial Measures
    We refer to certain financial measures that are not recognized under U.S. generally accepted accounting principles (GAAP) in this press release, including adjusted EBITDA, adjusted net loss, adjusted net loss per share and adjusted operating expenses. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. See the schedules attached to this press release for additional information and reconciliations of such non-GAAP financial measures. We have not reconciled our adjusted operating expenses and adjusted EBITDA margin estimates for full year 2025 because certain items that impact these figures are uncertain or out of our control and cannot be reasonably predicted. Accordingly, a reconciliation of adjusted operating expenses and adjusted EBITDA estimates is not available without unreasonable effort.

    Adjusted EBITDA excludes non-cash operating charges for stock-based compensation expense, changes in fair value of strategic investments, impairment and restructuring charges, business transformation costs, certain intellectual property litigation expenses and settlements, and loss on extinguishment of debt. Business transformation costs include costs associated with professional services, employee termination and relocation, third-party merger and acquisition, integration, and other costs to augment and restructure the organization, inclusive of both outsourced and offshore resources.

    Forward-Looking Statements
    This press release contains 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, and the Private Securities Litigation Reform Act of 1995. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘target’ and other words and terms of similar meaning in connection with any discussion of future actions or operating or financial performance. In particular, these statements include statements regarding financial guidance, market opportunity, ability to penetrate the market, international market expansion, anticipated productivity and quality improvements, and expectations for growth. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled “Risk Factors” and elsewhere in our filings made with the Securities and Exchange Commission, including those on the Form 10-Q expected to be filed on or about July 31, 2025. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. iRhythm disclaims any obligation to update these forward-looking statements.

    Investor Contact
    Stephanie Zhadkevich
    investors@irhythmtech.com

    Media Contact
    Kassandra Perry
    irhythm@highwirepr.com

    1. The predictive-AI solution does not represent the functionality of any Zio branded medical device.
    IRHYTHM TECHNOLOGIES, INC.
    Condensed Consolidated Balance Sheets
    (In thousands, except par value)
    (unaudited)
     
      June 30, 2025   December 31, 2024
    Assets      
    Current assets:      
    Cash and cash equivalents $ 309,105     $ 419,597  
    Marketable securities   236,435       115,956  
    Accounts receivable, net   82,153       79,941  
    Inventory   18,399       14,039  
    Prepaid expenses and other current assets   17,825       16,286  
    Total current assets   663,917       645,819  
    Property and equipment, net   139,703       125,092  
    Operating lease right-of-use assets   44,749       47,564  
    Restricted cash   8,358       8,358  
    Goodwill   862       862  
    Long-term strategic investments   64,897       61,902  
    Other assets   41,544       41,852  
    Total assets $ 964,030     $ 931,449  
    Liabilities and Stockholders’ Equity      
    Current liabilities:      
    Accounts payable $ 12,775     $ 7,221  
    Accrued liabilities   99,577       84,900  
    Deferred revenue   3,499       2,932  
    Operating lease liabilities, current portion   16,360       15,867  
    Total current liabilities   132,211       110,920  
    Long-term senior convertible notes   648,007       646,443  
    Other noncurrent liabilities   9,775       8,579  
    Operating lease liabilities, noncurrent portion   70,377       74,599  
    Total liabilities   860,370       840,541  
    Stockholders’ equity:      
    Preferred stock, $0.001 par value – 5,000 shares authorized; none issued and outstanding at June 30, 2025 and December 31, 2024          
    Common stock, $0.001 par value – 100,000 shares authorized; 32,334 shares issued and 32,105 shares outstanding at June 30, 2025, respectively; and 31,621 shares issued and 31,392 shares outstanding at December 31, 2024, respectively   32       31  
    Additional paid-in capital   932,467       874,607  
    Accumulated other comprehensive (loss) income   (26 )     165  
    Accumulated deficit   (803,813 )     (758,895 )
    Treasury stock, at cost; 229 shares at June 30, 2025 and December 31, 2024   (25,000 )     (25,000 )
    Total stockholders’ equity   103,660       90,908  
    Total liabilities and stockholders’ equity $ 964,030     $ 931,449  
     
    IRHYTHM TECHNOLOGIES, INC.
    Condensed Consolidated Statements of Operations
    (In thousands, except per share data)
    (unaudited)
     
        Three Months Ended June 30,   Six Months Ended June 30,
          2025       2024       2025       2024  
    Revenue, net   $ 186,687     $ 148,047     $ 345,364     $ 279,976  
    Cost of revenue     53,830       44,576       103,291       88,989  
    Gross profit     132,857       103,471       242,073       190,987  
    Operating expenses:                
    Research and development     21,012       19,690       42,531       36,684  
    Acquired in-process research and development     1,698             1,994        
    Selling, general and administrative     126,376       106,762       246,333       215,422  
    Impairment charges     2,479             2,479        
    Total operating expenses     151,565       126,452       293,337       252,106  
    Loss from operations     (18,708 )     (22,981 )     (51,264 )     (61,119 )
    Interest and other income (expense), net:                
    Interest income     5,321       6,685       10,240       9,742  
    Interest expense     (3,278 )     (3,312 )     (6,551 )     (6,172 )
    Loss on extinguishment of debt                       (7,589 )
    Other income (expense), net     2,264       (305 )     3,139       (410 )
    Total interest and other income (expense), net     4,307       3,068       6,828       (4,429 )
    Loss before income taxes     (14,401 )     (19,913 )     (44,436 )     (65,548 )
    Income tax (benefit) provision     (183 )     194       482       226  
    Net loss   $ (14,218 )   $ (20,107 )   $ (44,918 )   $ (65,774 )
    Net loss per common share, basic and diluted   $ (0.44 )   $ (0.65 )   $ (1.41 )   $ (2.12 )
    Weighted-average shares, basic and diluted     31,990       31,145       31,791       31,089  
     
    IRHYTHM TECHNOLOGIES, INC.
    Reconciliation of GAAP to Non-GAAP Financial Information
    (in thousands, except per share data)
    (unaudited)
     
        Three Months Ended June 30,   Six Months Ended June 30,
          2025       2024       2025       2024  
    Adjusted EBITDA reconciliation*                
    Net loss, as reported1   $ (14,218 )   $ (20,107 )   $ (44,918 )   $ (65,774 )
    Interest expense     3,278       3,312       6,551       6,172  
    Interest income     (5,321 )     (6,685 )     (10,240 )     (9,742 )
    Changes in fair value of strategic investments     (2,152 )           (2,995 )      
    Income tax (benefit) provision     (183 )     194       482       226  
    Depreciation and amortization     5,105       5,160       10,315       10,291  
    Stock-based compensation     22,827       21,821       46,171       42,812  
    Impairment charges     2,479             2,479        
    Business transformation costs     925       1,296       1,428       1,296  
    Intellectual property litigation costs2     2,956             3,788        
    Loss on extinguishment of debt                       7,589  
    Adjusted EBITDA   $ 15,696     $ 4,991     $ 13,061     $ (7,130 )
                     
    Adjusted net loss reconciliation*                
    Net loss, as reported1   $ (14,218 )   $ (20,107 )   $ (44,918 )   $ (65,774 )
    Impairment charges     2,479             2,479        
    Business transformation costs     925       1,296       1,428       1,296  
    Intellectual property litigation costs2     2,956             3,788        
    Changes in fair value of strategic investments     (2,152 )           (2,995 )      
    Loss on extinguishment of debt                       7,589  
    Tax effect of adjustments3     (214 )           (305 )      
    Adjusted net loss   $ (10,224 )   $ (18,811 )   $ (40,523 )   $ (56,889 )
                     
    Adjusted net loss per share reconciliation*                
    Net loss per share, as reported1   $ (0.44 )   $ (0.65 )   $ (1.41 )   $ (2.12 )
    Impairment charges per share     0.08             0.08        
    Business transformation costs per share     0.03       0.04       0.04       0.04  
    Intellectual property litigation costs per share2     0.09             0.12        
    Changes in fair value of strategic investments per share     (0.07 )           (0.09 )      
    Loss on extinguishment of debt per share                       0.24  
    Tax effect of adjustments per share3     (0.01 )           (0.01 )      
    Adjusted net loss per share   $ (0.32 )   $ (0.61 )   $ (1.27 )   $ (1.84 )
    Weighted-average shares, basic and diluted     31,990       31,145       31,791       31,089  
        Three Months Ended June 30,   Six Months Ended June 30,
          2025       2024       2025       2024  
    Adjusted operating expenses reconciliation*                
    Operating expenses, as reported   $ 151,565     $ 126,452     $ 293,337     $ 252,106  
    Impairment charges     (2,479 )           (2,479 )      
    Business transformation costs     (925 )     (1,296 )     (1,428 )     (1,296 )
    Intellectual property litigation costs2     (2,956 )           (3,788 )      
    Adjusted operating expenses   $ 145,205     $ 125,156     $ 285,642     $ 250,810  
     

    *Certain numbers expressed may not sum due to rounding.
    1 Net loss for the three and six months ended June 30, 2025 includes $1.7 million and $2.0 million of acquired in-process research and development expense, respectively.
    2 Excludes third-party attorneys’ fees and expenses associated with patent litigation brought against the Company by Welch Allyn, Inc. and Bardy Diagnostics, Inc., subsidiaries of Baxter International, Inc.
    3 Income tax impact of Non-GAAP adjustments listed.

    The MIL Network

  • MIL-OSI: AppFolio Names Tim Eaton as Chief Financial Officer

    Source: GlobeNewswire (MIL-OSI)

    SANTA BARBARA, Calif., July 31, 2025 (GLOBE NEWSWIRE) — AppFolio (NASDAQ:APPF), the technology leader powering the future of the real estate industry, today announced that its Board of Directors has appointed Tim Eaton as the Chief Financial Officer of AppFolio, effective July 30, 2025.

    Eaton’s appointment follows a distinguished tenure at AppFolio, where he most recently served as Interim Chief Financial Officer since October 2024. Since joining AppFolio in 2020, he has also held other key positions including Chief of Staff to the CEO and various other leadership roles. Before joining AppFolio, Eaton built a strong foundation through his work in financial, strategic, and operational positions at Visa, Google, and Goldman Sachs. He earned his M.B.A. in finance and entrepreneurship from the Wharton School at the University of Pennsylvania, a B.S. in Business Management from Brigham Young University, and is a CFA charterholder.

    “Tim’s appointment reflects his impactful leadership in positioning AppFolio for long-term growth and success,” said Shane Trigg, CEO of AppFolio. “I look forward to continuing to partner with Tim as we drive AppFolio’s path forward, focused on creating even greater value for our customers, our people, and our shareholders.”

    “AppFolio’s future is bright, and I am deeply proud to be part of an organization that values continuous innovation, close customer partnerships, and building trust every day,” said Eaton. “We are building the platform where the real estate industry comes to do business, and I am honored to fully embrace the CFO role and help lead our exceptional team as we power the future of the real estate industry.”

    About AppFolio
    AppFolio is the technology leader powering the future of the real estate industry. Our innovative platform and trusted partnership enable our customers to connect communities, increase operational efficiency, and grow their business. For more information about AppFolio, visit appfolio.com.

    For more information, please contact:
    Stephanie Mitchell
    pr@appfolio.com

    Lori Barker
    ir@appfolio.com

    Forward-Looking Statements
    This press release contains “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 statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements that are not statements of historical fact contained in this press release, and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “future’” “predicts, “projects,” “target,” “seeks,” “contemplates,” “should,” “will,” “would” or similar expressions and the negatives of those expressions. In particular, forward-looking statements contained in this press release relate to future operating results and financial position, including the Company’s fiscal year 2025 financial outlook, anticipated future expenses and investments, the Company’s business opportunities, the impact of the Company’s strategic actions and initiatives, the effect of the Company’s 2025 Share Repurchase Program, the potential benefits and effect of the Company’s resident experience related services, including FolioSpace, and their impact on the Company’s plans, objectives, expectations and capabilities.

    Forward-looking statements represent AppFolio’s current beliefs and expectations based on information currently available and speak only as of the date the statement is made. Forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors that may cause the Company’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. The risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to materially differ from those expressed or implied by these forward-looking statements include those risks, uncertainties and other factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 6, 2025, as such risk factors may be updated from time to time in our subsequent filings with the SEC, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recently filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as well as in the Company’s other filings with the SEC. You should read this press release with the understanding that the Company’s actual future results may be materially different from the results expressed or implied by these forward-looking statements.

    The Company undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/898e150a-0354-4ac2-8326-f803d579ccd2

    The MIL Network

  • MIL-OSI: Ready Capital Corporation Announces Second Quarter 2025 Results and Webcast Call

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) — Ready Capital Corporation (NYSE: RC) (the “Company”) today announced that the Company will release its second quarter 2025 financial results after the New York Stock Exchange closes on Thursday, August 7, 2025. Management will host a webcast and conference call on Friday, August 8, 2025 at 8:30 a.m. Eastern Time to provide a general business update and discuss the financial results for the quarter ended June 30, 2025. 

    Webcast:
    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.

    Dial-in:
    The conference call can be accessed by dialing 877-407-0792 (domestic) or 201-689-8263 (international).

    Replay:
    A replay of the call will also be available on the Company’s website approximately two hours after the live call through August 22, 2025.  To access the replay, dial 844-512-2921 (domestic) or 412-317-6671 (international). The replay pin number is 13753253.

    About Ready Capital Corporation

    Ready Capital Corporation (NYSE: RC) is a multi-strategy real estate finance company that originates, acquires, finances and services 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. 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

    The MIL Network

  • MIL-OSI Canada: More Than $53 Million for Southwest and Area Highway Improvements Move Export Based Economy

    Source: Government of Canada regional news

    Released on July 31, 2025

    Today, the Government of Saskatchewan provided an update about more than $53 million of highway investments this year in the southwest and area that keep Saskatchewan’s export-based economy moving.

    “These projects are a snapshot of our provincial government’s ongoing commitment and investment to maintain, improve and upgrade our highways,” Education Minister and Swift Current MLA Everett Hindley said on behalf of Highways Minister David Marit. “Our road network is a key link in getting Saskatchewan goods and products throughout the province, across Canada and around the world to support our economy to maintain our quality of life. We appreciate the patience and understanding of all motorists during road construction. Drivers are reminded to be cautious, alert and obey all signage and flag persons when approaching work zones as highway crews and contractors do this important work. We want everyone to get home safely.”

    Provincial highway work includes paving, culvert replacements, grading and various maintenance.

    “The Swift Current and District Chamber of Commerce sincerely appreciates the provincial government’s investment in highways and related infrastructure in the southwest,” Swift Current and District Chamber of Commerce CEO Corla Rokochy said. “Continued investment in our transportation network helps local businesses grow, supports tourism and ensures that communities across southwest Saskatchewan remain connected. We value the Government of Saskatchewan’s ongoing commitment to building and maintaining the infrastructure that drives economic opportunity in our region.”

    “Infrastructure investments like those being made in southwest Saskatchewan are vital to the success of our industry,” Saskatchewan Trucking Association Executive Director Susan Ewart said. “Enhancing key trade routes, such as the Trans-Canada Highway, strengthens supply chains, supports innovation through modern vehicle configurations and ensures goods move safely and efficiently. The Saskatchewan Trucking Association welcomes these improvements and the continued commitment to growing our province’s economic backbone.” 

    Some of the projects in the southwest in the Swift Current and Kindersley areas include:

    • An estimated $12.2 million toward Trans-Canada Highway 1 east of Swift Current to pave about 25 km and to upgrade five culverts. The culverts are under Highway 1 eastbound between Waldeck and 7 km west. The paving portions are in the westbound lanes of Highway 1 from west of the Herbert Access Road to about 3 km east of its junction with Highway 4. Work began in April and was completed in July.
    • About $4.5 million to micro-surface more than 95 km of Highway 1 west of Swift Current. Work is expected to begin around mid-August and be completed this fall.
    • An estimated $14 million for daily routine maintenance from spring to fall this year in the southwest. Examples of that maintenance work, which can occur over a day or two include: shoulder work on Highway 37 from its junction with Highway 18 north to Shaunavon and spot sealing west of Cadillac on Highway 13 earlier this year.
    • An estimated $15.9 million to grade and replace culverts toward upgrading work on more than 24 km of Highway 51 west of Biggar. Work began in July and is expected to be finished by late 2026. Paving for the project has yet to be tendered.
    • An estimated $3.4 million toward improving the driving surface of about a 4.5 km segment of Highway 44 between Glidden and Eston. Work began in May and will be completed this summer.
    • About $3.5 million for surface mixing and paving on approximately 10 km of Highway 13 west of Cadillac. The work is anticipated to start in summer of 2025.

    The start and completion dates of all projects are subject to weather.

    Motorists are reminded to check the Highway Hotline before heading out. Saskatchewan’s provincial road information service provides details about construction zones, ferry crossings, closures and incidents related to wildfires.

    Since 2008, the Government of Saskatchewan has invested more than $13.8 billion in transportation infrastructure, improving over 21,800 kilometres of highways across the province.

    -30-

    For more information, contact:

    Dan Palmer
    Highways
    Regina
    Phone: 306-787-3179
    Email: 
    dan.palmer@gov.sk.ca

    MIL OSI Canada News

  • MIL-OSI USA: Crapo Announces Finance Committee Staff Updates

    US Senate News:

    Source: United States Senator for Idaho Mike Crapo

    Washington, D.C.–Senate Finance Committee Chairman Mike Crapo (R-Idaho) today announced the following staff updates:

    Molly Newell, Chief International Trade Counsel

    Molly has been promoted to Chief International Trade Counsel. Molly joined the Finance Committee in January 2023 from Hogan Lovells US LLP, where she was an associate in the International Trade and Investment practice group working on issues involving trade remedies, customs, and U.S. trade policy. Before Hogan Lovells, she was a Senior Legislative Assistant in Representative Luke Messer’s (R-Indiana) office. Molly holds a J.D. from Georgetown University Law Center; a Master in Economic Law from Sciences Po; and a B.A. in French and International Studies from Indiana University.

    Brian Bombassaro, International Trade Counsel

    Brian rejoined the Committee in March after working as a Senior Associate at Arnold & Porter LLP. Prior to that, he served under former Finance Committee Chairmen Chuck Grassley (R-Iowa) and Orrin Hatch (R-Utah). He received his J.D. from Yale Law School, M.P.P. from the Harvard Kennedy School and B.S.B.A. and B.A. from the University of Florida.

    Caitlin Wilson, Senior Health Counsel

    Caitlin joins the Committee from the Senate Budget Committee, where she participated in the reconciliation process to pass the One Big Beautiful Bill Act as senior counsel. She previously served as counsel to Senators John Cornyn (R-Texas), Roy Blunt (R-Missouri) and the House Energy and Commerce Committee under Chair Cathy McMorris Rodgers (R-Washington). She received her J.D. from Catholic University in Washington, D.C., and her B.A. in Political Science from Gettysburg College.

     

    MIL OSI USA News

  • MIL-OSI USA: Sens. Markey, Padilla, Schiff Decry Homeland Security’s Surveillance of Americans, Violation of Privacy and First Amendment Rights

    US Senate News:

    Source: United States Senator for Massachusetts Ed Markey

    Letter Text (PDF)

    Washington (July 31, 2025) – Senator Edward J. Markey (D-Mass.), member of the Committee on Commerce, Science, and Transportation, and Senators Alex Padilla (D-Calif.) and Adam Schiff (D-Calif.) today led a letter to Secretary of Homeland Security Kristi Noem on the Department of Homeland Security’s (DHS) recent usage of Predator drones and aerial surveillance against peaceful protesters in Los Angeles. This surveillance is a clear threat to the protesters’ privacy and their constitutional rights that are guaranteed by the First Amendment. Senators Bernie Sanders (I-Vt.) and Chris Van Hollen (D-Md.) also signed the letter.

    In the letter the lawmakers write, “Even if the technology were perfectly accurate, this form of surveillance could have a chilling effect on constitutionally protected rights, particularly freedom of assembly and speech. Protesters may fear that showing up at a rally could result in DHS or other government entities logging their names into a government database, sharing records with law enforcement, or even subjecting them to reprisal. That fear is not theoretical. Authoritarian regimes already use facial recognition to track down dissidents. But even in democratic societies, such tools can disproportionately target and harm communities of color, intensifying existing biases in law enforcement and eroding trust in public institutions.”

    The lawmakers continue, “On June 10, the Department posted a video to X — collected from a drone — overlayed with a dramatic soundtrack and a caption stating ‘WATCH: DHS drone footage of LA rioters. This is not calm. This is not peaceful. California politicians must call off their rioting mob.’ The publication of these videos appears to be a violation of the Department’s own requirement limiting the disclosure of video collected on an aircraft to authorized personnel with an authorized purpose. Americans could easily understand the publication of this video as an implicit threat to reveal the identities of protesters, instilling fear in any members of the public who seek to exercise their constitutionally protected rights to speech and assembly.”

    The lawmakers request responses by August 21, 2025, to questions including:

    1. What cameras, radar, or other surveillance equipment were equipped on the Predator drones that flew over Paramount and Los Angeles during the June protests?
    2. Did DHS officials identify any individuals based on information collected by the unmanned aircraft that surveilled the California protests, including in combination with other information or with the assistance of facial recognition technology?
    3. Which agencies and officials requested support from the Predator drones, when was the request made, and when and by whom were they approved?
    4. What data privacy protocols are currently used to govern information captured by aerial surveillance at U.S. protests?
    5. How are DHS staff with access to aerial surveillance data trained on data management protocols?
    6. What was the approval process for publishing videos taken by the Predator drones of the protests in Los Angeles on X?
    7. Has DHS deployed manned or unmanned aircraft systems to photograph, record, or otherwise monitor other protests since January 20, 2025?

    MIL OSI USA News

  • MIL-OSI USA: Sens. Markey, Padilla, Schiff Decry Homeland Security’s Surveillance of Americans, Violation of Privacy and First Amendment Rights

    US Senate News:

    Source: United States Senator for Massachusetts Ed Markey

    Letter Text (PDF)

    Washington (July 31, 2025) – Senator Edward J. Markey (D-Mass.), member of the Committee on Commerce, Science, and Transportation, and Senators Alex Padilla (D-Calif.) and Adam Schiff (D-Calif.) today led a letter to Secretary of Homeland Security Kristi Noem on the Department of Homeland Security’s (DHS) recent usage of Predator drones and aerial surveillance against peaceful protesters in Los Angeles. This surveillance is a clear threat to the protesters’ privacy and their constitutional rights that are guaranteed by the First Amendment. Senators Bernie Sanders (I-Vt.) and Chris Van Hollen (D-Md.) also signed the letter.

    In the letter the lawmakers write, “Even if the technology were perfectly accurate, this form of surveillance could have a chilling effect on constitutionally protected rights, particularly freedom of assembly and speech. Protesters may fear that showing up at a rally could result in DHS or other government entities logging their names into a government database, sharing records with law enforcement, or even subjecting them to reprisal. That fear is not theoretical. Authoritarian regimes already use facial recognition to track down dissidents. But even in democratic societies, such tools can disproportionately target and harm communities of color, intensifying existing biases in law enforcement and eroding trust in public institutions.”

    The lawmakers continue, “On June 10, the Department posted a video to X — collected from a drone — overlayed with a dramatic soundtrack and a caption stating ‘WATCH: DHS drone footage of LA rioters. This is not calm. This is not peaceful. California politicians must call off their rioting mob.’ The publication of these videos appears to be a violation of the Department’s own requirement limiting the disclosure of video collected on an aircraft to authorized personnel with an authorized purpose. Americans could easily understand the publication of this video as an implicit threat to reveal the identities of protesters, instilling fear in any members of the public who seek to exercise their constitutionally protected rights to speech and assembly.”

    The lawmakers request responses by August 21, 2025, to questions including:

    1. What cameras, radar, or other surveillance equipment were equipped on the Predator drones that flew over Paramount and Los Angeles during the June protests?
    2. Did DHS officials identify any individuals based on information collected by the unmanned aircraft that surveilled the California protests, including in combination with other information or with the assistance of facial recognition technology?
    3. Which agencies and officials requested support from the Predator drones, when was the request made, and when and by whom were they approved?
    4. What data privacy protocols are currently used to govern information captured by aerial surveillance at U.S. protests?
    5. How are DHS staff with access to aerial surveillance data trained on data management protocols?
    6. What was the approval process for publishing videos taken by the Predator drones of the protests in Los Angeles on X?
    7. Has DHS deployed manned or unmanned aircraft systems to photograph, record, or otherwise monitor other protests since January 20, 2025?

    MIL OSI USA News

  • MIL-OSI USA: Senator Markey Releases Discussion Draft of Legislation to Keep TikTok Online and Protect National Security

    US Senate News:

    Source: United States Senator for Massachusetts Ed Markey

    Bill Text (PDF) | One Pager (PDF)

    Washington (July 31, 2025) – Senator Edward J. Markey (D-Mass.), member of the Commerce, Science, and Transportation Committee, today released a discussion draft of legislation, called the TikTok Transparency and Data Security Act, that would address the national security risks posed by ByteDance’s ownership of TikTok without banning an application used by 170 million American users and 7 million American businesses. After President Donald Trump’s repeated illegal extensions of the TikTok divestment deadline, the next deadline is September 17, 2025.

    The TikTok Transparency and Data Security Act would eliminate the requirement that Bytedance sell TikTok’s U.S. operations or face a ban if the company (1) establishes transparency requirements about the content displayed and promoted on the application, and (2) limits foreign access to the data of TikTok’s American users. This two-pronged approach is designed to address the biggest risks from Bytedance’s ownership of TikTok.

    “For months, I have been urging my colleagues to find an alternative path to the TikTok ban that keeps TikTok online without jeopardizing national security,” said Senator Markey. “Today, I am proposing a new approach. The TikTok Transparency and Data Security Act abandons the failed effort to force Bytedance to sell TikTok and seeks to directly address the app’s national security risks. With Trump continuing to illegally extend the divestment deadline, it’s time for Congress to reassert its legislative power, fix its mistake, and consider a new approach to TikTok. I look forward to reviewing the feedback on this discussion draft.”

    In March 2025, Senator Markey, along with Senator Cory Booker (D-N.J.) and Chris Van Hollen D-Md.), sent a letter to President Donald Trump, requesting additional information on any efforts to keep TikTok online in the United States and urging the Administration to work with Congress on any potential resolutions to the TikTok ban. President Trump has not answered Senator Markey’s letter. On April 9, 2025, Senator Markey asked for unanimous consent to pass his Extend the TikTok Deadline Act on the Senate floor. Senate Republicans blocked it.

    On January 16, 2025, Senator Markey, along with Senators Cory Booker (D-N.J.) and Chris Van Hollen (D-Md.), sent a letter to President Joe Biden urging him to trigger the 90-day extension in the Protection Americans’ Data from Foreign Adversary Controlled Applications Act to allow ByteDance additional time to divest from TikTok. On January 15, 2025, Senators Markey, Booker, and Ron Wyden (D-Ore.) and Congressman Khanna (CA-17) introduced the Extend the TikTok Deadline Act, legislation that would delay the January 19 deadline by which ByteDance must sell TikTok or face a ban, by an additional 270 days.

    In December 2024, Senators Markey and Rand Paul (R-Ky.), along with Congressman Khanna, submitted a bipartisan, bicameral amicus brief urging the U.S. Supreme Court to reverse the D.C. Circuit Court’s decision in TikTok Inc. v. Garland, which upheld the TikTok ban established under the Protecting Americans from Foreign Adversary Controlled Applications Act. On December 19, Senators Markey and Paul sent a letter to President Joe Biden urging him to provide TikTok owner ByteDance with a 90-day extension to either sell TikTok or face the ban.

    MIL OSI USA News

  • MIL-OSI USA: Cortez Masto, Fischer Introduce MAP for Broadband Funding Act

    US Senate News:

    Source: United States Senator for Nevada Cortez Masto

    Washington, D.C. – Today, U.S. Senators Catherine Cortez Masto (D-Nev.) and Deb Fischer (R-Neb.) introduced the Modernization, Accountability, and Planning (MAP) for Broadband Funding Act, to provide oversight of the Federal Communication Commission’s (FCC) Broadband Funding Map to ensure it is functioning effectively for the public, federal agencies, and broadband providers.

    Cortez Masto and Fischer originally created the Broadband Funding Map as part of the Bipartisan Infrastructure Law. With oversight needed to ensure federal agencies are utilizing the Map to its full potential, the MAP For Broadway Funding Act will ensure that these agencies are reliably reporting their funding data to the FCC.

    “As we work to expand broadband access across the country, it’s critical that we do so with as much transparency, accountability, and coordination as possible,” said Senator Cortez Masto. “Reliable access to the internet is already so important for people to work and take care of their everyday tasks. Congress must ensure we continue to expand its access efficiently.”

    “I have worked diligently for years to close the digital divide for unserved and underserved communities,” said Senator Fischer. “My work with Senator Cortez Masto was underscored by the Broadband Funding Map, which we created in 2021. While I’m pleased the FCC launched the Map in 2023, it is clear oversight is needed here to ensure all federal agencies are utilizing the Map to its full potential. I won’t relent in my efforts to expand Internet connectivity for those who lack access—this is a critical step in that mission.”

    The MAP for Broadband Funding Act provides fresh oversight for the FCC’s Broadband Funding Map to ensure the Map is functioning effectively, efficiently, and transparently as possible for the public, federal agencies, and broadband providers alike. To meet this goal, the bill:

    • Directs the FCC to conduct a Notice of Inquiry on the Map’s function and data it displays for maximum usability, assessing any necessary updates from a user-experience perspective, and
    • Directs the Government Accountability Office (GAO) to evaluate how well federal agencies are populating the Map in compliance with current law, identifying any gaps in reporting for its optimum functionality. 

    As part of her Innovation State Initiative, Senator Cortez Masto has led efforts to improve broadband access and strengthen Nevada’s economy. She successfully called for increased accountability for federal broadband programs through efforts like the FCC broadband map which helped deliver the State of Nevada additional BEAD funding – totaling $416 million – through more accurate broadband accessibility data. The Senator has also passed her bipartisan ACCESS Broadband Act to establish a broadband oversight office in the Commerce Department, which administers the Bipartisan Infrastructure Law BEAD funding, provides technical assistance to communities, and tracks taxpayer dollars. Most recently, the Senator has condemned the Trump Administration’s reckless decision to rescind approval for states to receive their share of BEAD program funding from the U.S. Department of Commerce.

    MIL OSI USA News

  • MIL-OSI: ANNOUNCEMENT OF A VOLUNTARY SHARE EXCHANGE OFFER MADE BY EURONEXT N.V. TO ACQUIRE THE ORDINARY REGISTERED SHARES OF HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. IN CONSIDERATION FOR SHARES OF EURONEXT N.V.

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY, OR CONSTITUTE A VIOLATION OF, THE RELEVANT LAWS OF THAT JURISDICTION OR REQUIRE EURONEXT AND/OR ATHEX TO TAKE ANY FURTHER ACTION.

    PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS ANNOUNCEMENT.

    ANNOUNCEMENT OF A VOLUNTARY SHARE EXCHANGE OFFER MADE BY EURONEXT N.V. TO ACQUIRE THE ORDINARY REGISTERED SHARES OF HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. IN CONSIDERATION FOR SHARES OF EURONEXT N.V.

    31 July 2025

    Executive Summary

    Euronext N.V. (“Euronext” or the “Offeror”, and together with any and all of its directly, or indirectly, wholly, or partially, owned subsidiaries, the “Euronext Group”) announces today the submission of a voluntary share exchange offer (the “Tender Offer”) to acquire all common registered shares, each having a nominal value of €0.42 (each, an “ATHEX Share”) of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (“ATHEX” or the “Company” and together with its subsidiaries, the “ATHEX Group”), for newly issued ordinary shares in the capital of the Offeror, with a nominal value of €1.60 each (each, a “Consideration Share”) on a ratio of 0.050 Consideration Share for 1 ATHEX Share, in accordance with Greek Law 3461/2006 (the “Law”). Based on Euronext’s 1-week VWAP of €147.24 as of 29 July 2025, the Offer values the entire issued and to be issued ordinary share capital1 of ATHEX at approximately €425.9 million on a fully diluted basis.

    The purpose of the Tender Offer is for the Offeror to acquire direct control over ATHEX and integrate the ATHEX Group into the Euronext Group. Pursuant to the Tender Offer, the Offeror seeks to become the direct parent company of ATHEX and the ultimate parent company of ATHEX Group with a shareholding structure where all ATHEX shareholders will become shareholders of the Offeror.

    The principal objective of the Tender Offer is to acquire and integrate ATHEX into Euronext, a comprehensive pan-European business model characterized by a single liquidity pool, a single order book, a single trading technology platform, a common approach to listing and a unified post-trading framework in order to reduce fragmentation in European financial markets, reinforcing the Savings and Investment Union endeavors, and finance the real European economy effectively.

    The integration of ATHEX Group within the Euronext group is expected to (i) strengthen access to financing for Greek corporates, (ii) embed ATHEX within a pan-European trading framework, (iii) reinforce the operating resiliency of the local capital markets and (iv) create a unified post-trade infrastructure.

    Greek ecosystem to be fully part of the Offeror’s governance and supervision through (i) the CEO of ATHEX joining the Managing Board of Euronext, (ii) HCMC joining Euronext’s College of Regulators and (iii) subject to the Offeror’s shareholders’ and regulatory approvals, an independent director representing the Greek ecosystem will join the Offeror’s Supervisory Board.

    ATHEX Group will maintain its ties to Greece after the Tender Offer, retaining its head office in Athens, while ATHEX’s tax residence will remain in Greece.

    On 30 July 2025, the Offeror and ATHEX entered into a Cooperation Agreement that outlines the terms and conditions under which both the Offeror and ATHEX agree to work together towards the completion of the Tender Offer.

    In addition, all members of the Board of Directors of ATHEX owning ATHEX shares including CEO Yannos Kontopoulos have agreed to tender ATHEX shares they own today or may own during Tender Offer subject to the issuance of a reasoned opinion of ATHEX’s Board of Directors in favour of the Tender Offer.

    Deutsche Bank AG is acting as advisor to Euronext in connection with the Tender Offer.

    The Tender Offer

    In accordance with the Law, Euronext, announces the submission of the Tender Offer to acquire all of the outstanding ordinary registered shares of ATHEX, as at 30 July 2025 (the “Date of the Tender Offer”), i.e. 60,348,000 ATHEX Shares representing 100% of the total issued share capital and voting rights of ATHEX as at that date.

    ATHEX is a Greek société anonyme under the name “HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A.”, registered with the General Commercial Registry with registration number 003719101000 and registered seat at 110 Athinon Ave, 104 42, Athens. The share capital of ATHEX amounts to €25,346,160.00 and is divided into 60,348,000 shares, with a par value of €0.42 each, which has been fully paid-up. The ATHEX’s shares are commonly registered with a voting right. According to the announcements that ATHEX has published until and including 30 July 2025, ATHEX held an aggregate of 2,498,000 of issued ATHEX Shares (the “Treasury Shares”). ATHEX’s shares were admitted to trading on the Athens Stock Exchange in August 2000 and are currently traded on the main market of the Athens Stock Exchange under the trading symbol EXAE.

    The Date of the Tender Offer is the date on which Euronext initiated the Tender Offer process by informing the Hellenic Capital Market Commission (the “HCMC”) and the board of directors of ATHEX of the Tender Offer and submitting to them a draft of the Greek information circular (the “Information Circular”), in accordance with article 10, paragraph 1 of the Law.

    The Offeror will publish by way of separate announcement the commencement of the acceptance period of the Tender Offer (the “Acceptance Period”) and the means to tender.

    The companies of the Euronext Group are acting in concert with the Offeror for the purposes of the Tender Offer, pursuant to article 2, case (e) of the Law .There are no other persons acting in concert with the Offeror for the purposes of the Tender Offer, pursuant to article 2, case (e) of the Law. As at the Date of the Tender Offer, no ATHEX Shares were held, directly or indirectly, by the Euronext Group.

    The Offeror may purchase ATHEX Shares in the market or over-the-counter until and including the end of the Acceptance Period.

    On 30 July 2025, the Offeror and ATHEX entered into a cooperation agreement which details the cooperation between the Offeror and ATHEX in relation to the Tender Offer (the “Cooperation Agreement”). The Cooperation Agreement provides, among others, that ATHEX will not tender the Treasury Shares in the Tender Offer.

    Other than the Cooperation Agreement and the aforementioned written statements received by the Offeror from the ATHEX directors, there are no special agreements relating to the Tender Offer or the exercise of rights arising from the ATHEX Shares to which the Offeror is a party.

    The purpose of the Tender Offer is for the Offeror to acquire direct control over ATHEX and integrate the ATHEX Group into the Euronext Group. Pursuant to the Tender Offer, the Offeror seeks to become the direct parent company of ATHEX and the ultimate parent company of ATHEX Group with a shareholding structure where ATHEX shareholders will become shareholders of the Offeror.

    Consideration and Tender Offer Structure

    In consideration for every ATHEX Share lawfully and validly tendered in the Tender Offer, and in accordance with the first clause of paragraph 1 of article 9 of the Law, Euronext offers five hundredths (0.050) of a Consideration Share for 1 ATHEX Share (the “Offer Consideration”). The shares of the Offeror are held in book-entry form through the Central Securities Depository for the Offeror Shares (“Euronext Securities”).

    The Offer Consideration meets the criteria of “fair and equitable” consideration under article 9, paragraphs 4 and 5 of the Law.

    1. The Offer Consideration of the Tender Offer means the amount of 0.050 Consideration Shares for 1 ATHEX Share, to be issued pursuant to the Tender Offer.
    2. As provided for in article 9, paragraph 5 (a) of the Law, the following shall be taken into account for the price of the ATHEX share:

    a)   its VWAP during the six months preceding the Date of the Tender Offer, where in this case the VWAP of ATHEX’s share during the six months preceding 30 July 2025, is €5.9770.

    b)   the Offeror did not acquire ATHEX Shares during the twelve (12) months preceding the Date of the Tender Offer.

    C. A valuation is not required for ATHEX based on the provisions of par. 6 of article 9 of the Law, as none of the conditions referred to therein are met, namely:

    • no sanctions have been imposed by the Board of Directors of HCMC for manipulation of ATHEX Shares that took place within the 18-month period preceding the Date of the Tender Offer,
    • during the six (6) months preceding the Date of the Tender Offer, (i) Share transactions have been carried out on the Athens Stock Exchange on more than three-fifths (3/5) of the operating days of the relevant market, and specifically, they amounted to 100% of them and (ii) Share transactions that have been carried out exceed ten percent (10%) of the total number of Shares of ATHEX, and specifically, they amounted to 39.1% of them.
    • The “fair and equitable” consideration as determined by the criteria of paragraph 4 of Article 9 of the Law, exceeds eighty percent (80%) of the book value per share, based on the data of the average of the last two published financial statements of Law 3556/2007, on a consolidated basis.

    D.         As provided for in article 9 par. 5 (b) of the Law, for the price of the Offeror’s share provided as consideration, the VWAP of the Offeror’s share during the six months preceding the Date of the Tender Offer is taken into account, where in this case the VWAP of the Offeror’s share during the six months preceding 30 July 2025 is €135.0369.

    E. Therefore, 0.050 of the Offeror’s share provided as consideration is equal to €6.7518 per ATHEX Share, taking into account the VWAP of the Offeror Share. Therefore, the Offer Consideration meets the criteria of “fair and equitable” consideration, as described in Article 9, paragraphs 4 and 5 of the Law.

    This amount on the Date of the Tender Offer exceeds by 13.0% the “fair and equitable” consideration, as defined in Article 9, paragraphs 4 and 5, as on the one hand the VWAP of ATHEX during the six months preceding the Tender Offer is €5.9770, and on the other hand the Offeror did not acquire Shares during the twelve (12) months preceding the Date of the Tender Offer.

    This amount on the Date of the Tender Offer represents a 7.51% discount to the closing price of the ATHEX Share on the Athens Stock Exchange on the date preceding the Date of the Tender Offer, which amounted to €7.3000, as both ATHEX and Euronext shares have appreciated over the past six months.

    In addition:

    • the Offer Consideration calculated on the basis of the price of the Offeror Share on the date preceding the Date of the Tender Offer represents a 1.7% discount to the closing price of the ATHEX Share on the Athens Stock Exchange on the date preceding the Date of the Tender Offer.
    • the Offer Consideration calculated on the basis of the price of the Offeror Share on 27 June 2025, being the date when the Offeror issued a statement confirming its discussions with ATHEX (the “Date of the Initial Statement”) exceeds by 21.3% the closing price of the ATHEX Share on the Athens Stock Exchange on the Date of the Initial Statement.

    On 15 May 2025, the general meeting of the Offeror has designated the Managing Board of the Offeror for a period of eighteen (18) months as the competent body to, subject to the approval of the Supervisory Board of the Offeror, issue ordinary shares and to grant rights to subscribe for ordinary shares up to a total of 10% of the issued ordinary share capital at the date of the annual general meeting held in 2025, and to restrict or exclude the pre-emptive rights of shareholders pertaining to (the right to subscribe for) ordinary shares upon any issuance of ordinary shares (the AGM Delegation). Pursuant to the AGM-Delegation, the Managing Board of the Offeror resolved on 29 July 2025 to issue Consideration Shares, subject to the terms and conditions set forth in this Information Circular. On the same date, the Supervisory Board of the Offeror approved the resolution adopted by the Managing Board in accordance with the AGM-Delegation. The maximum number of Consideration Shares that Euronext will issue in connection with the Tender Offer, the Right of Squeeze-Out and the Right to Sell-Out (being 3,017,400 Consideration Shares) is smaller than the number of Offeror Shares that the Euronext boards are capable of issuing pursuant to such mandate (being 10,423,550 Offeror Shares). Euronext will assume payment of the duties levied in favor of the Hellenic Central Securities Depository S.A. (the “ATHEXCSD”) on the registration of the over-the-counter transfer of the Transferred Shares in accordance with the codified decision 18 (Meeting 311/22.02.2021) of the Board of Directors of ATHEXCSD, which would otherwise be payable by the accepting shareholders of ATHEX. Such duties amount to 0.08% and are calculated in accordance with the provisions of such decision.

    Shareholders who offer the ATHEX Shares they hold in the context of the Tender Offer, including those electing to receive the Cash Consideration in the context of the exercise of the Right of Squeeze-out or the Right to Sell-out, will also be responsible for all charges and taxes that are due in connection with the Tender Offer, and the Offeror assumes no responsibility nor liability in the payment of said charges and taxes other than the duties levied in favor of the ATHEXCSD expressly set forth in this Information Circular. Notably, based on the letter of the circular issued by the Greek Independent Authority for Public Revenue with reference number Ε.2048/2024, the transfer of the Transferred Shares to the Offeror in consideration for Consideration Shares can be excluded from the tax provided for in article 9 paragraph 2 of Law 2579/1998 in favor of the Greek State provided all conditions mentioned therein are met, which amounts to 0.10%, and is imposed on sales of shares listed on the Athens Stock Exchange, since such transfer does not constitute a sale under the abovementioned provision. Shareholders are advised to consult their own tax advisors regarding the tax implications of the Tender Offer that may concern them in Greece or abroad.

    Euronext will publish, through a separate announcement, the commencement of the Acceptance Period and the means to tender.

    If after the end of the Acceptance Period, Euronext possesses the Minimum Number of Shares but less than 52.065.000 ATHEX Shares representing 90% of the voting rights of ATHEX, ATHEX shares will continue to be traded in the Athens Stock Exchange.

    Squeeze-Out and Sell-Out Procedures, Delisting of ATHEX

    If, at the end of the Acceptance Period, Euronext holds at least 52,065,000 ATHEX Shares representing 90% of ATHEX’s total voting rights (the “Relevant Threshold”):

    (a)   Euronext will initiate the squeeze-out procedure under the Law to cause any remaining holders of Company Shares to transfer those ATHEX Shares to Euronext, in accordance with the Law (the “Right of Squeeze-Out”); and

    (b)   holders of ATHEX Shares who have not accepted the Tender Offer will be entitled, within a period of three (3) months from the publication of the results of the Tender Offer, to exercise the right to sell-out, in accordance with the Law (the “Right to Sell-Out”).

    The consideration offered for each Company Share regarding both the Right of Squeeze-Out and the Right to Sell-Out, will be in accordance with the provisions of Articles 27 and 28 of the Law.

    If the Relevant Threshold is reached or exceeded at the end of the Acceptance Period, the Offeror expects that the Right of Squeeze-out process will be completed within four to eight weeks after Closing. The Offeror intends to apply for the commencement of unconditional listing and trading on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris of any Offeror Shares which may be issued as consideration in connection with the Right of Squeeze-out as soon as practicable following completion of the Right of Squeeze-out process.

    If the Relevant Threshold is reached or exceeded at the end of the Acceptance Period, the Right to Sell-out will automatically expire upon completion of the Right of Squeeze-Out. As a result, the Offeror expects that completion of the Right to Squeeze-out process will precede the completion of the Right of Sell-out process. If completion of the Right to Sell-out process does not precede the completion of the Right of Squeeze-out out process, the Offeror intends to apply for the commencement of unconditional listing and trading on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris of any Offeror Shares which may be issued as consideration pursuant to the Right to Sell-out as soon as practicable following completion of the Right to Sell-out process.

    If, following completion of the Tender Offer or after the exercise of the Right of Squeeze-out or the Right to Sell-out, as the case may be, the Offeror holds 95% of ATHEX’s share capital, the Offeror intends to request the convocation of a General Meeting of the Shareholders to resolve upon the submission of an application to the HCMC requesting the delisting of the ATHEX Shares from the Athens Stock Exchange, in accordance with article 17 paragraph 5 of Law 3371/2005, at which (General Meeting) the Offeror will exercise its voting rights in favor of such resolution.

    Plans for ATHEX and Euronext following the Tender Offer

    Embed ATHEX within a pan-European trading framework

    As part of the combined group, ATHEX will be able to join the Euronext Group’s single liquidity pool, enabled by a single order book and powered by a single technology platform, where members can access all its markets in a seamless manner, with the ambition of deepening investor interest and creating greater liquidity as well as fair and transparent markets. Today, more than €13 billion worth of equities are traded daily on the Offeror’s seven (7) European markets that are part of the single liquidity pool. Thanks to its highly flexible architecture, the Offeror expects to see reduced time to market for new products in the combined group. This integration aims to deepen investor interest, create greater liquidity, and ensure fair and transparent markets.

    Strengthen access to financing for Greek corporates

    With ATHEX joining the Euronext Group, Greece will become a key hub for listings under a harmonized framework, offering greater scale, visibility, and access to European liquidity. In addition to listing larger Greek companies, the Offeror will bolster its capabilities in financing Greek SMEs. The pan-European pre-IPO educational program “IPOready” will be deployed across Greece. This program has already enabled over 1,200 companies to understand the benefits of listing, resulting in 33 new listings (€1.6 billion raised at listing, €5.7 billion aggregate market cap at listing). The Offeror will also provide a platform for Greek companies to list debt, diversifying their financing sources.

    Following the successful completion of the Tender Offer, ATHEX will be incorporated into a trusted framework for European and international investors. The Offeror has a proven track record of delivering substantial benefits to the local ecosystems of acquired market operators.

    Reinforce the operating resiliency of the local capital markets

    The Offeror’s size and operational DNA enable it to operate within extremely high reliability standards. The Offeror is investing massively in market technology and has built the best-in-class technology operations with cyber-security excellence. The Offeror has been granted the highest security ratings in its recent annual technology audit performed by Bitsight. The Offeror is a technology business first and foremost, with more than 875 technology and operations employees (35% of total employees), mainly located in Milan, Porto and Paris. ATHEX will benefit from an immediate change in scale in terms of technology platforms and operations, notably from a fully integrated cybersecurity and operational framework operation ensuring maximum resilience of the Greek market in a world of increasingly complex technology threats.

    Create a unified post-trade infrastructure

    The Offeror relies on a single clearing house, clearing all of its European market flows across cash and derivatives products. As part of the combined group, the Offeror intends to expand Euronext Clearing, which centralizes clearing for the whole Euronext Group, and which has benefitted from significant investments over the past few years, to Greek securities. This central European clearing expansion is key to the integration of Greek markets within the Offeror’s framework.

    The Offeror relies on a converging technology framework to create the conditions of success for the custody and settlement of financial products across Europe. As part of the combined group, the CSD function of ATHEX will be part of Euronext Securities’ convergence program, aiming at delivering a unified post-trading core settlement service through a single platform for securities settlement (TARGET2-Securities or T2S) by leveraging the CSDs of the Euronext Group.

    ATHEX as the cornerstone of the Offeror in Southeast Europe

    As the largest exchange group in the highly dynamic Southeastern region of Europe, ATHEX is best placed to lead the Offeror’s expansion across the region. As part of the Euronext Group, ATHEX will be the cornerstone of the Offeror’s expansion in the region, where business opportunities are numerous.

    Greek ecosystem to be fully part of the Offeror’s governance and supervision

    After and subject to successful completion of the Tender Offer, the composition of the Offeror’s Supervisory Board and the structure of its corporate governance will be amended. Subject to the Offeror’s shareholders and regulatory approvals, an independent director representing the Greek ecosystem will join the Offeror’s Supervisory Board.

    In addition, the Chief Executive Officer of the ATHEX will join the Offeror’s Managing Board, subject to the Offeror shareholders’ and regulatory approvals.

    In terms of regulatory framework, the Offeror is supervised at group level by a College of Regulators. The College of Regulators is made up of the seven (7) national regulatory authorities supervising the respective Euronext’s national regulated markets. After and subject to Closing occurring, the Offeror will recommend inviting HCMC to join the Offeror’s College of Regulators, pari passu with the national regulatory authorities currently supervising the Offeror, with a rotating chair every semester to exercise supervision at group level of the combined group. The direct regulatory oversight of ATHEX and the Greek market will remain unchanged. This will allow HCMC to continue regulating ATHEX and the Greek market and be part of the supervision of ATHEX at group-level through the Offeror’s College of Regulators.

    Reunite complementary skills and expertise

    Should the potential combination occur, it could create opportunities for knowledge sharing, career development, and cross-functional collaboration, fostering an environment where talent thrives. Euronext would aim to cultivate an inclusive, collaborative, and entrepreneurial work environment. With a long-standing commitment to diversity and inclusion, Euronext believes that recognizing and valuing diversity benefits both employees and the business’s long-term success. Euronext would ensure that ATHEX employees have opportunities for career development, encouraging them to take on wider responsibilities and roles in the pan-European development of their activities. They would also be encouraged to explore opportunities across various locations to embrace new challenges within Euronext. The diversification of Euronext’s businesses would consistently offer opportunities for high-performing employees, not only in traditional exchange roles but also in new activities developed through the innovation program.

    Following the successful completion of the Tender Offer and upon approval of the ATHEX shareholders meeting, the Offeror intends to modify, subject to ATHEX’s shareholders approval by a simple majority, ATHEX’s trademark name. As such, it will operate under the name “Euronext Athens”, fully embedding the Greek financial infrastructure and creating a sense of togetherness.

    Tender Offer Conditions

    Completion of the Tender Offer is subject to the satisfaction of the following conditions and minimum number of shares:

    (a)   the approval of the HCMC in relation to the direct change of control of ATHEX;

    (b)   the approval of the HCMC in relation to the indirect change of control of ΑΤΗΕΧClear;

    (c)   the approval of the HCMC in relation to the indirect change of control of ATHEXCSD;

    (d)   the approval of RAEWW and the HCMC in relation to the change of control of ATHEX due to its participation in Hellenic Energy Exchange (“HenEx”) and EnEx Clearing House (“EnExClear”);

    (e)   the approval of the HCMC in relation to the acquisition by the Euronext Reference Shareholders2 of an indirect qualifying holding between 20% and 50% of ATHEX, ATHEXCSD and ATHEXClear;

    (f)   the issuance of a declaration of non-objection from the competent foreign authorities regarding the coordinated regulation and supervision of Euronext being the AMF, AFM, CBI, NFSA, FSMA, CMVM, and CONSOB (together with (a)-(f), the “Conditions”); and

    (g)   no later than the end of the Acceptance Period, at least 38,759,500 ATHEX Shares, corresponding to at least 67% of ATHEX’s total paid-up voting share capital, shall have been lawfully and validly tendered to the Offeror (the “Minimum Number of Shares”). This condition may be amended in accordance with the provisions of the Law.

    If (i) the Minimum Number of Shares is not fulfilled as at the end of the Acceptance Period and/or (ii) the Conditions are not satisfied, the Tender Offer will ipso jure lapse, with retroactive effect, and have no legal effect, and the ATHEX Shares tendered to the Offeror will be returned to their holders.

    The Offeror may revoke the Tender Offer if (i) a competing offer, as provided by the Law, has been submitted, or (ii) subject to the HCMC’s approval, if an unforeseen change in circumstances beyond the control of the Offeror occurs that makes the Tender Offer particularly onerous.

    The declarations of acceptance which are submitted cannot be revoked, unless a competing offer, as provided by the Law, has been submitted, in which case the accepting shareholder will be entitled to exercise a revocation right.

    Shareholders’ Statements – Undertakings

    All members of the Board of Directors of ATHEX owning ATHEX shares including CEO Ioannis Kontopoulos have provided irrevocable undertakings to tender their shares in the Tender Offer subject to the issuance of a reasoned opinion of ATHEX’s Board of Directors in favour of the Tender Offer.

    Name Number of shares held
    George Ηandjinicolaou 15,000
    Ioannis Kontopoulos 95,000

    Euronext Advisors

    Deutsche Bank AG, a credit institution incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main, registered address Taunusanlage 12, 60325 Frankfurt am Main, acts as advisor of Euronext in respect of the Tender Offer, in accordance with article 12 of the Law (the “Advisor”).

    For the purpose of the Tender Offer only, Deutsche Bank AG has certified to the HCMC that Euronext (i) has taken all appropriate measures to be able to issue and deliver the Euronext Shares to the shareholders who will accept the Tender Offer and (ii) has the necessary wherewithal to pay in full the total amount in respect of the 0.16% clearing duties, namely 0.08% payable by Euronext and 0.08% payable by each of ATHEX’s shareholders who lawfully and validly accept the Tender Offer, payable by Euronext to the Hellenic Central Securities Depository S.A., in connection with the registration of the over-the-counter transfer of all the ordinary shares of ATHEX tendered to Euronext by ATHEX’s shareholders. It is clarified that this certificate does not constitute any offer of financing or any other type of commitment and/or assumption of any obligation whatsoever, and that this certificate is not provided as nor does it constitute advice, or recommendation within the meaning of Article 729 of the Greek Civil Code. Deutsche Bank AG, by means of this certificate, does not provide any guarantee (within the meaning of Article 847 of the Greek Civil Code) or letter of guarantee, for the fulfillment of the delivery obligations, monetary or other obligations undertaken by the Offeror in the context of the Tender Offer.

    About Euronext

    Euronext is a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands on 15 March 2014 and is domiciled in the Netherlands. Euronext’s statutory seat (statutaire zetel) is in Amsterdam, the Netherlands, and its registered office and principal place of business is at Beursplein 5, 1012 JW Amsterdam, the Netherlands. The Company is registered with the trade register of the Chamber of Commerce for Amsterdam, the Netherlands, under number 60234520, and the telephone number is +31 (0)20-7214444. Euronext’s LEI is 724500QJ4QSZ3H9QU415 and its corporate website is https://www.euronext.com/en.

    Under its Articles of Association, the Offeror’s authorized share capital amounts to €200,000,001.60 and is divided into 125,000,000 Ordinary Shares, each with a nominal value of €1.60 and one priority share with a nominal value of €1.60. The priority share has not been issued. All of Euronext’s shares have been or will be issued under Dutch law.

    As of December 31st, 2024, the Offeror’s issued share capital amounted to €166,776,811.20 and was divided into 104,235,507 ordinary shares, whereas the Offeror held 1,475,395 treasury shares.

    On 11 March 2025, the Offeror announced the completion of its €300 million share repurchase programme for which 2,692,979 shares, or approximately 2.58% of Euronext’s share capital, were repurchased.

    Following the repurchase programme, and as of the cancellation of the purchased shares under this programme which is expected to occur on 5 August 2025, the Offeror’s issued share capital amounts to €162,468,044.80 and divided into 101,542,528 ordinary shares.

    On 22 May 2025, the Offeror launched an offering of bonds due 2032 convertible into new shares and/or exchangeable for existing shares (“OCEANEs”) for a nominal amount of €425 million. Bondholders will be granted the right to convert or exchange the Bonds into new and/or existing Shares (the “Conversion/Exchange Right”) which they may exercise at any time from the 41st day (inclusive) following the Issue Date (30 May 2025) up to the 7th business day (inclusive) preceding the Maturity Date (30 May 2032) or, as the case may be, the relevant early redemption date. For illustrative purposes, considering a nominal amount of €425 million, a reference share price of €145 and a 32.5% conversion premium corresponding to the mid-point of the marketing range, the potential dilution would represent approximately 2.1% of the Company’s outstanding share capital, if the Conversion/Exchange Right was exercised for all the Bonds and the Company decided to deliver new Shares only upon exercise of the Conversion/Exchange Right.

    The Offeror is subject to the provisions of the Dutch Civil Code, the Dutch Financial Supervision Act and the Articles of Association with regard to the issue of shares following admission. The shares are in registered form and are only available in the form of an entry in the Offeror’s shareholders’ register and not in certificated form.

    The Euronext Group provides exchange listing, trading, post trade and related services in Europe. The Company operates Regulated Markets and Multilateral Trading Facilities (each a “MTF”) in seven European countries (Belgium, France, Ireland, Italy, the Netherlands, Norway, and Portugal). The Group operates these venues under a regulatory licence, under national legislation implementing MiFID II / MiFIR granted to the local market operator and the relevant National Competent Authority (each a “NCA”) or Ministry when appropriate. Each market operator is subject to the national laws and regulations supervised by the NCAs, central banks and finance ministries as appropriate. As part of their regular supervision, NCAs perform from time-to-time audits, inspections and on-site visits. This may lead to recommendations or other measures as appropriate. The Group also operates central securities depositories (each a “CSD”) in four European countries (Denmark, Italy, Norway and Portugal). Each of the CSDs is a limited liability company subject to national laws and regulations; however, they all operate under the brand “Euronext Securities”. VP Securities A/S (Euronext Securities Copenhagen), Monte Titoli S.p.A. (Euronext Securities Milan), Interbolsa S.A. (Euronext Securities Porto), and Verdipapirsentralen ASA (Euronext Securities Oslo) hold a licence under the CSDR, under limited national implementing provisions, granted by their NCA on 3 January 2018, 18 December 2019, 12 July 2018, and 28 January 2022 respectively.

    Euronext, through Euronext Securities Copenhagen, Euronext Securities Milan and Euronext Securities Porto, participates in the ECB’s TARGET2-Securities (T2S) platform. The CSDs migrated respectively in September 2016 (with EUR in 2016 and with Danish Kroner in 2018), August 2015 and March 2016.

    Moreover, the Group operates a Central Counterparty in Italy, Cassa di Compensazione e Garanzia S.p.A (“Euronext Clearing“). The company was incorporated on 31 March 1992, holds its registered office in Rome at Via Tomacelli 146, and is registered with the Italian Register of Companies under no. 04289511000. It is authorised by the Bank of Italy as a CCP pursuant to Article 17 of EMIR with effect from 20 May 2014.

    Important Notices

    General

    The Tender Offer described herein is addressed to holders of ATHEX Shares and only to persons to whom it may be lawfully addressed. The Tender Offer will be made in the territory of the Hellenic Republic. The making of the Tender Offer to specific persons who are residents in or nationals or citizens of jurisdictions outside the Hellenic Republic or to custodians, nominees or trustees of such persons (the “Excluded Shareholders”) may be made only in accordance with the laws of the relevant jurisdiction. It is the responsibility of the Excluded Shareholders and each person wishing to accept the Tender Offer to inform themselves of and ensure compliance with the laws of their respective jurisdictions in relation to the Tender Offer. If you have any doubts as to your status, you should consult with your professional advisor in the relevant jurisdiction.

    The Tender Offer is not being made, directly or indirectly, by mail or by any means in or into any jurisdiction within which, under its laws, rules and regulations, the submission, the making or the presentation of the Tender Offer or the mailing or distribution of the Information Circular to be approved by the HCMC a declaration of acceptance and any other document or material relevant thereto (together, the “Relevant Documents”) is illegal or contravenes any applicable legislation, rule or regulation (together, the “Excluded Territories”). Accordingly, copies of any such Relevant Documents and materials will not be, and must not be, directly or indirectly, mailed, distributed or otherwise sent to anyone or from anyone in or into or from any Excluded Territory.

    No Offeror Shares have been offered or will be offered pursuant to the Tender Offer to the public in the United Kingdom, except that the Offeror Shares may be offered to the public in the United Kingdom at any time: (a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation); or (c) in any other circumstances falling within Section 86 of the FSMA. Provided that no such offer of the Offeror Shares shall require Euronext or the Advisor to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the Offeror Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Offeror Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Offeror Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

    The Consideration Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws of the United States. This release does not constitute an offer to sell or solicitation of an offer to buy any of the Consideration Shares in the United States. Euronext has no intention to register any part of the Tender Offer in the United States or make a public offering of the Consideration Shares in the United States. Any Consideration Shares offered in the United States will be offered only to (i) holders of the Company Shares located outside of the United States and (ii) holders of Company Shares located within the United States that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act). Such holders of Company Shares will be required to make such acknowledgements and representations to, and agreements with, Euronext as Euronext may require establishing that they are entitled to receive Consideration Shares pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. Accordingly, any holder of Company Shares located within the United States who is not a Qualified Institutional Buyer or who does not make such acknowledgement and representation to establish their entitlement to receive the Consideration Shares is ineligible to participate in the Tender Offer, and any purported acceptance of the Tender Offer by such holder will be ineffective and disregarded.

    The Tender Offer is being made in the U.S. in reliance on the expected availability of the Tier II exemption pursuant to Rule 14d-1(d) of, and otherwise in compliance with Section 14E of, and Regulation 14E promulgated under, the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and otherwise in accordance with the requirements of Greek law. The Tender Offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. The Company is not currently subject to the periodic reporting requirements under the Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.

    Pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the Exchange Act, during the period of the Tender Offer, Euronext may purchase, or arrange to purchase, whether directly or through any of its affiliates, any broker or other financial institution acting as its agent or any affiliates of any broker or other financial institution acting as its agent, shares of the Company as permitted by applicable law. The Offeror Shares are issued to the Company’s existing shareholders in Singapore without the intention of being on-sold there, and no documents issued by or on behalf of the Company may be used in any subsequent sale by these shareholders. The Information Circular has not been and will not be lodged with or registered as a prospectus under the Securities and Futures Act 2001 of Singapore with the Monetary Authority of Singapore. Therefore, the Information Circular does not constitute an offer or invitation for the sale or purchase of the Offeror Shares in Singapore, whether directly or indirectly, and shall not form the basis of any contract for the issue or sale of the Consideration Shares in Singapore.

    This announcement is only made available to a limited number of “Professional Investors” within the meaning of the SCA’s Board of Directors Decision No. 13 of 2021 Concerning the Financial Activities Rule Book, as amended. By receiving this announcement, the entity to whom it has been issued understands, acknowledges and agrees that it has not been approved by or filed with the UAE Central Bank, the UAE Securities and Commodities Authority, the Dubai Financial Services Authority (“DFSA“), the Financial Services Regulatory Authority of Abu Dhabi (“FSRA“) or any other relevant regulatory or licensing authorities in the UAE, nor has the originator, or any other related party received authorization or licensing from the UAE Central Bank, the UAE Securities and Commodities Authority, the DFSA, the FSRA, or any other authorities in the UAE. This announcement does not constitute a public offer of Offeror Shares in the UAE in accordance with the UAE SCA Chairman of the Board Resolution No. (11/R.M) of 2016 On the Regulations for Issuing and Offering Shares of Public Joint Stock Companies, Federal Decree-No. 32 of 2021 on Commercial Companies, or otherwise.

    The Offeror Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA“) and no application has or will be made to admit the Offeror Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. The Information Circular and any related offering or marketing materials regarding the Offeror Shares do not constitute a prospectus under the FinSA and must not be publicly distributed or made available in Switzerland.

    The Offeror Shares have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the Offeror Shares in Kuwait on the basis a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of the Offeror Shares is being made in Kuwait, and no agreement relating to the sale of the Ordinary Shares will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Offeror Shares in Kuwait.

    The Offeror Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Offeror Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

    The Offeror Shares have not been and will not be registered in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “FIEA“) in reliance upon the exemption from the registration requirements since the offering constitutes the private placement to qualified institutional investors only as provided for in “i” of Article 2, Paragraph 3, Item 2 of the FIEA. A transferor of the Offeror Shares shall not transfer or resell them except where a transferee is a qualified institutional investor under Article 10 of the Cabinet Office Ordinance concerning Definitions provided in Article 2 of the Financial Instruments and Exchange Act of Japan (the Ministry of Finance Ordinance No. 14 of 1993, as amended).

    This announcement does not constitute an invitation to the public in the Cayman Islands. Any invitation to participate in the Tender Offer is not being conducted in or from with the Cayman Islands or a place of business in the Cayman Islands.

    No person receiving a copy of this announcement or of any Relevant Document in any jurisdiction outside the Hellenic Republic may treat any such document as if it constituted a solicitation or offer to such person and under no circumstances may such person use any Relevant Document if, in the relevant jurisdiction, such solicitation or offer may not be lawfully made to such person or if such Relevant Document may not be lawfully used without breaching any legal requirements. In those instances, any such Relevant Document is sent for information purposes only.

    This regulatory announcement does not contain, constitute or form part of any offer or invitation to sell or subscribe or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, and neither this regulatory announcement (nor any part of it) nor the fact of its distribution form the basis of, or may be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

    Cautionary Statement Regarding Forward-Looking Statements

    The information contained in this announcement does not purport to be full or complete. The exact dates of the Tender Offer may change.

    This announcement contains forward-looking statements which are subject to numerous assumptions, risks and uncertainties which change over time and relate to, amongst others, the business activities and certain plans and objectives that Euronext has in respect of the ATHEX Group and the Euronext Group. In some cases, the forward-looking statements may be identified by words such as “may”, “hope”, “might”, “can”, “could”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” and the negative of these terms accordingly. There are many factors (for instance, without limitation, commercial, operational, economic, political and financial), as a consequence of which the actual results and the actual developments may potentially substantially differ from the plans and the objectives of Euronext and the ATHEX Group set out in this announcement. As such, Euronext and the ATHEX Group evolve in a highly competitive landscape and rapidly changing environment, where new risks and uncertainties not specifically described herein this announcement may emerge from time to time and it is not possible to predict all risks and uncertainties.

    Although Euronext believes that, as of the date of this announcement, the expectations reflected in the forward-looking statements are reasonable, Euronext cannot assure you that future events will meet these expectations. Moreover, neither Euronext nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. After the date of this announcement, unless Euronext is required by applicable law to update these forward-looking statements, Euronext will not necessarily update any of these forward-looking statements to conform them either to actual results or to changes in expectations.


    1 Based on a total number of shares as at 30 June 2025 of 57,850,000, which exclude the number of treasury shares of 2,498,000
    2 These are the Reference Shareholders:

    Attachment

    The MIL Network

  • MIL-OSI Europe: The Government’s participation in UN Climate Change Conference COP28

    Source: Government of Sweden

    From 30 November to 12 December, the world is gathering in Dubai for the UN Climate Change Conference (COP28). The Swedish Government is being be represented there by Prime Minister Ulf Kristersson, Minister for Energy, Business and Industry Ebba Busch, Minister for Climate and the Environment Romina Pourmokhtari and Minister for International Development Cooperation and Foreign Trade Johan Forssell.

    MIL OSI Europe News

  • MIL-OSI: Quadient Maintains Momentum in UK Smart Locker Reach with Shell Service Stations Alliance

    Source: GlobeNewswire (MIL-OSI)

    Quadient Maintains Momentum in UK Smart Locker Reach with Shell Service Stations Alliance

    • The partnership builds on recent strategic alliances, advancing Quadient’s mission to deliver nationwide smart open locker access with first 200 locations underway

    Quadient (Euronext Paris: QDT), a global automation platform powering secure and sustainable business connections, announces a new partnership with Shell Service Stations, which has over 540 petrol forecourt locations throughout the UK. Known for its commitment to “making life’s journeys better,” Shell offers a premium retail experience focused on convenience, choice, and quality services.

    As part of the new collaboration, Parcel Pending by Quadient smart lockers are being deployed across the UK, with the first 200 installations already rolling out, marking another successful step in Quadient’s mission to scale up to 5,000 open-access units nationwide by 2027. Accessible to all carriers and service providers, the smart lockers offer a flexible, secure platform for 24/7 delivery, returns, and exchanges. They also serve as versatile service points, accommodating temporary storage and services such as prescription pickup, click-and-collect retail orders, spare part distribution, and key collection.

    “Partnering with Shell Service Stations brings Parcel Pending by Quadient smart lockers even closer to everyday life for communities across the UK,” said Katia Bourgeais Crémel, EVP Parcel Locker Solutions Europe, Quadient. “Shell’s highly accessible locations are open long hours and seamlessly embedded into people’s daily routines, making them prime locations for expanding our open locker network. Together, we’re simplifying last-mile logistics by offering people a convenient, secure way to send, return, or collect parcels on their terms. This collaboration not only strengthens our UK footprint but also supports Shell’s ambition to deliver more sustainable, customer-centric services.”

    “We’re pleased to be working with Quadient to bring their smart locker services to our service stations” said Sarah Reid, Business Development Manager for Convenience Retail Services at Shell UK. “This collaboration enhances the convenience we offer our customers by integrating a trusted, open-access parcel service that elevates the retail experience we offer. It’s another step in expanding our services to meet evolving customer needs while supporting more sustainable, flexible delivery options for communities nationwide.”

    To learn more about Quadient’s open locker network, visit parcelpending.com.

    About Quadient®
    Quadient is a global automation platform powering secure and sustainable business connections through digital and physical channels. Quadient supports businesses of all sizes in their digital transformation and growth journey, unlocking operational efficiency and creating meaningful customer experiences. Listed in compartment B of Euronext Paris (QDT) and part of the CAC® Mid & Small and EnterNext® Tech 40 indices, Quadient shares are eligible for PEA-PME investing. For more information about Quadient, visit www.quadient.com.

    Media Contacts
    Joe Scolaro, Quadient
    Global Press Relations Manager
    +1 203-301-3673
    j.scolaro@quadient.com

    Kiley Ribordy, Walker Sands
    Senior PR Director
    quadientpr@walkersands.com

    Attachment

    The MIL Network

  • Cambodia asks Thailand to release detained soldiers as truce holds

    Source: Government of India

    Source: Government of India (4)

    Cambodia accused Thailand on Thursday of detaining 20 of its soldiers and killing another in post-ceasefire incidents, as a fragile peace held for a third day along their disputed border.

    Five days of intense clashes between the Southeast Asian neighbours that began last week killed at least 43 people, many of them civilians, and displaced more than 300,000, until a truce brokered in Malaysia on Monday halted the fighting.

    Thailand has since accused Cambodian troops of violating the ceasefire multiple times, a charge denied by authorities in Phnom Penh, who instead allege that the Thai military has wrongfully detained a number of its soldiers.

    “We appeal to the Thai side to promptly return all 20 of our forces, including other forces if any are under Thai control,” Cambodian Prime Minister Hun Manet said on Thursday.

    In a statement, senior Cambodian defence official Lieutenant General Rath Dararoth said one Cambodian soldier had died in Thai custody since the ceasefire and his body had been returned. He did not provide further details.

    Thailand currently has custody of 20 Cambodian soldiers who had surrendered, including two who are under medical treatment, Thai Rear Admiral Surasant Kongsiri told reporters.

    “We are investigating them to verify the facts. After this is finished, they will be released,” Thailand’s Acting Prime Minister Phumtham Wechayachai said, stressing the Thai military had not violated the ceasefire agreement.

    As per talks between military commanders held after Monday’s truce announcement, Thailand and Cambodia agreed to facilitate the return of wounded soldiers and bodies of those deceased, besides refraining from reinforcing troops along the border.

    Cambodia took military attaches and diplomats to a border checkpoint on Wednesday to verify the ceasefire as both sides exchanged accusations of violating the truce.

    For decades, Thailand and Cambodia have wrangled over undemarcated points along their 817-km (508-mile) land border, with ownership of the ancient Hindu temples Ta Moan Thom and the 11th century Preah Vihear central to the disputes.

    The recent truce followed a push by Malaysia and calls by U.S. President Donald Trump’s phone calls to leaders of Thailand and Cambodia, warning them that trade deals would not be concluded if the fighting continued.

    Both countries face a tariff of 36% on goods sent to the U.S., their biggest export market.

    U.S. Commerce Secretary Howard Lutnick, in an interview with Fox News’ Sean Hannity, said early on Thursday that trade deals had been made with both countries ahead of the August 1 tariff deadline.

    (Reuters) 

  • MIL-OSI Africa: Hlabisa engages with business on review of White Paper on Local Government

    Source: Government of South Africa

    Hlabisa engages with business on review of White Paper on Local Government

    The Minister of Cooperative Governance and Traditional Affairs (CoGTA), Velenkosini Hlabisa, has wrapped up the fourth strategic CoGTA–National Business Initiative (NBI) Roundtable focused on reviewing the 1998 White Paper on Local Government.

    This final session took place yesterday in East London, Eastern Cape, in anticipation of the 31 July 2025 deadline for public submissions on the Discussion Document regarding the review of the White Paper.

    This Eastern Cape-focused session follows successful engagements in the Western Cape, Gauteng and KwaZulu-Natal, forming part of a broader, inclusive and participatory policy reform process under the theme: ‘Every Municipality Must Work – A Call to Collective Action’.

    “The roundtable aimed to harness practical insights from the business sector to shape a modern, fit-for-purpose local government system. 

    “In his keynote address, Minister Hlabisa emphasised the critical importance of leadership in local government, particularly regarding competence, capability, and ethical conduct,” a CoGTA statement read. 

    The talks provided the business sector with a platform to reflect on the legacy and limitations of the 1998 White Paper and identify policy priorities for a renewed local government framework. 

    Hlabisa commended the cleanliness of East London, noting that this final consultation was not a cosmetic exercise but a substantive effort to reset the vision of the 1998 White Paper. 

    He also acknowledged the current challenges facing municipalities, including rapid urbanisation, climate change, youth unemployment and declining public trust.

    “Throughout the public consultations, a consistent message has emerged from traditional leaders, business, civil society organisations, and citizens alike that every municipality must work to create a conducive environment for investment, stimulate economic activity, and ensure sustainable service delivery matched by payment for services.” 

    The Minister further reflected on the need to reposition municipalities as economic enablers through a differentiated funding regime, overseen by a competent and accountable leadership. 

    He also stressed the importance of streamlining regulatory frameworks to enable climate-resilient planning, budgeting, and infrastructure development – guided by investment foresight and institutionalised collaborative partnerships beyond the review process.

    “In conclusion, the Minister committed to requesting the establishment of a dedicated unit within the South African Police Service (SAPS) to combat corruption in local government, noting that eliminating corruption is essential to achieving effective governance,” CoGTA said.

    The Minister was joined by the Executive Mayor of Buffalo City Metro, Princess Faku, who welcomed the timely review, highlighting the complex challenges municipalities face and the need for tailored collaborations with business to address capacity constraints and stimulate local economic development.

    The CEO of NBI, Shameela Soobramoney, described the engagement as a pivotal moment to shape sustainable and inclusive local government systems. 

    She emphasised the need for the evolution of Integrated Development Plans (IDPs) into investment prospectuses – bankable project portfolios that can drive meaningful change.

    “Efficient local government is essential for economic growth and business sustainability. This roundtable offered business leaders a strategic platform to influence policies that reduce investment risk and foster a more conducive business environment.” – SAnews.gov.za 
     

    Gabisile

    MIL OSI Africa

  • MIL-OSI Africa: 5 Reasons to Consider Payroll Outsourcing

    Source: APO

    Accurate and timely payroll impacts costs, tax compliance, and employee morale. Many organisations assume that insourced payroll is inherently superior. Yet in today’s dynamic business environment, this assumption can be more costly. It can burden valuable personnel, increase compliance risks, and saddle organisations with expensive, yet obsolete, software.

    Workplaces are becoming more complex through a wide variety of employment conditions, frequent regulation changes, and growth risks (especially when operating in multiple regions). Payroll systems don’t always keep up, which is why over a third of companies are dissatisfied with their internal payroll systems (http://apo-opa.co/45tJ0Ko).

    “The importance of accurate and timely payroll is undeniable. But assuming that insourcing payroll is inherently superior misses the mark. In today’s dynamic business environment, clinging to outdated internal systems is costly, diverts valuable personnel, and complicates software management,” says Heinrich Swanepoel, Head of Business Development at Deel Local Payroll, powered by PaySpace.

    Outsourced payroll’s strategic advantages

    Outsourcing payroll is a strategic move that adds scale and flexibility to an organisation’s operations. Whether it’s for five or five thousand employees, one office or multiple countries, using an experienced and technologically capable outsourced payroll provider creates crucial advantages in workforce management and adaptability.

    Here are five key reasons why payroll outsourcing is a game-changer:

    1. Remove Legacy System Limitations and Costs: Outdated payroll software an expose you to delays, errors, and fragmented workflows. Outsourcing with modern technology provides flexibility. Providers can efficiently handle payroll tasks regardless of onboarding surges, market expansions, or workforce adjustments.
    1. Empower Staff for Higher-Impact Work: Outsourced experts add knowledge, coupled with payroll automation, secure collaboration tools, data integration, and enhanced financial visibility. They help key personnel in payroll, HR, and finance to focus on strategic, high-value priorities.
    1. Navigate Payroll Compliance: Outsourcing specialists make it their business to know local and international tax rules, labour laws, and data regulations. They use software with built-in compliance checks, audit trails, and secure document tracking. The provider shares and even inherits the responsibility of payroll software compliance such as GDPR, POPIA, SOC 1 & 2, and ISO 27001.
    1. Flexible payroll management: Outsourced payroll providers use scalable and flexible software to align with organisational changes, enabling their clients to adapt without reconfiguring payroll departments with restructuring or new hires.
    1. Access Advanced Features: Keeping up with new features and aligning them with operations is expensive and disruptive. Outsourced payroll providers introduce cutting-edge technologies like cloud computing, artificial intelligence, and data analytics as part of their core business strategies. They offer seamless integration with client business systems for real-time, fully compliant payroll operations that the client controls without adding technical risks.

    Evaluating an outsourced payroll partner

    Outsourcing payroll creates huge advantages. But not all outsourced payroll providers are the same. The best candidates combine human expertise with the advantages of modern cloud-native payroll platforms.

    To evaluate a provider, test their payroll expertise and compliance knowledge. Security and data protection are non-negotiable, and assess their track record with other clients. Look at what software they use—the capabilities of the software and how well their people can use those features are as important as the staff’s professional capabilities. Are they masters of their tools as well as their craft?

    Interrogate their service levels and how they extend capabilities to clients, such as self-service and ad hoc reporting. Evaluate the technology platform in terms of real-time data access, automated calculations, integration with HR and accounting tools, and compliance.

    “Outsourcing payroll isn’t just about saving time — it’s a strategic move that positions your business for growth, compliance, and agility,” says Swanepoel. “With the right partner, you can reduce costs, streamline operations, and focus your energy where it matters most: on your people and your business.”

    Distributed by APO Group on behalf of Deel Local Payroll, powered by PaySpace.

    For media queries please contact:
    Victoria Lindsay:
    victoria@innocomm.co.za.

    About Deel Local Payroll:
    Deel Local Payroll, powered by PaySpace (www.PaySpace.com), revolutionises payroll management. It offers online, multi-country payroll and HR management for businesses from start-ups through to enterprise in over 40 African countries, the United Kingdom, the Middle East, and Brazil.

    Cloud-native, Deel Local Payroll, is scalable, configurable, highly secure, and easy-to-use—delivering anytime, anywhere access. It features payroll automation, self-service features, automatic legislation and feature updates, customised reporting, and more.

    Since 2024, Deel Local Payroll has been part of Deel, operating as an independent subsidiary, serving its customers through the PaySpace platform. 

    Media files

    .

    MIL OSI Africa

  • MIL-OSI Russia: Chinese Commerce Minister Meets US-China Business Council Delegation

    Translation. Region: Russian Federal

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

    An important disclaimer is at the bottom of this article.

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

    BEIJING, July 30 (Xinhua) — Chinese Commerce Minister Wang Wentao met with a U.S. delegation led by Raj Subramaniam, chairman of the U.S.-China Business Council, in Beijing on Wednesday.

    The parties exchanged views on issues of Chinese-American trade and economic relations, as well as on issues of developing enterprises with American capital in China.

    Despite ups and downs, China and the United States remain important economic and trade partners for each other, Wang Wentao said. He stressed that severing ties and decoupling supply chains will not bring the desired result, and that equal dialogue and consultation are the key to resolving differences.

    As Wang Wentao recalled, under the leadership of the heads of the two states, the countries reached consensus in the trade and economic sphere in Geneva and a framework agreement in London, and in recent days, the teams of the two sides held talks in Stockholm.

    The Chinese Commerce Minister expressed hope that the United States will work with China to maintain stable, healthy and sustainable development of trade and economic relations.

    Opening up is a fundamental national policy of China, and the country’s doors will only open wider, Wang Wentao promised, adding that China’s policy on using foreign investment has not changed and will not change.

    He noted that China’s consumer market remains one of the largest in the world, with huge growth potential and innovative vitality. The minister said China welcomes enterprises from all countries, including American-funded companies, to invest in China and share its development opportunities.

    As R. Subramaniam noted in turn, the US-China Business Council is pleased to see that the trade and economic teams of the two countries are maintaining dialogue and achieving positive results.

    China has sent a positive signal to the world that it will continue to deepen reforms and remain committed to opening up, and this has boosted market confidence, he said.

    The US-China Business Council and its member companies are committed to long-term development in China and intend to play a constructive role in expanding bilateral trade and economic cooperation, R. Subramaniam emphasized. –0–

    Please note: This information is raw content obtained directly from the source of the information. It is an accurate report of what the source claims and does not necessarily reflect the position of MIL-OSI or its clients.

    .

    MIL OSI Russia News

  • MIL-OSI Russia: Government meeting (2025, No. 25)

    Translation. Region: Russian Federal

    Source: Government of the Russian Federation – Government of the Russian Federation –

    An important disclaimer is at the bottom of this article.

    1. On Amendments to the Resolution of the Government of the Russian Federation of June 12, 2008 No. 450

    The draft resolution was developed in order to consolidate the powers of the Ministry of Agriculture of the Russian Federation, established by Federal Law No. 52-FZ of April 1, 2025 “On Amendments to Certain Legislative Acts of the Russian Federation”.

    2. On the draft federal law “On Amendments to Article 61-1 of the Federal Law “On Consumer Credit (Loan)”

    The bill is aimed at supporting citizens in the event of the birth or adoption of a second child or subsequent children.

    3. On the draft federal law “On Amending Article 3462 of Part Two of the Tax Code of the Russian Federation”

    The bill is aimed at preserving the status of agricultural producers for organizations and individual entrepreneurs operating in the constituent entities of the Russian Federation, in whose territory the legal regime of the counter-terrorism operation has been introduced and (or) was in effect.

    4. On the allocation of budgetary allocations to Rosleskhoz in 2025 from the reserve fund of the Government of the Russian Federation for the provision of subventions from the federal budget to the budgets of the constituent entities of the Russian Federation

    The draft order is aimed at providing financial support for the costs of the constituent entities of the Russian Federation for extinguishing forest fires in emergency situations in forests of various types.

    5. On the draft federal constitutional law “On Amendments to Certain Federal Constitutional Laws”

    The draft law proposes to establish that in the territories of the Donetsk People’s Republic, the Lugansk People’s Republic, the Zaporizhia and Kherson regions, documents on the verification of measuring instruments issued by state and other official bodies of Ukraine, state and other official bodies of new entities, are valid until the end of their validity period. The draft law is expected to enter into force on January 1, 2026.

    6. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 840725-8 “On Amendments to Articles 2463 and 427 of Part Two of the Tax Code of the Russian Federation”

    The draft amendments are aimed at increasing the investment attractiveness of the preferential regime created in the Kuril Islands.

    7. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 819547-8 “On Amendments to the Federal Law “On Protection of Competition” and Certain Legislative Acts of the Russian Federation”

    The draft amendments are aimed at clarifying the provisions of the bill, which provides for the transfer of mandatory auctions by law to electronic form according to uniform unified rules.

    8. On amendments to certain acts of the Government of the Russian Federation (in terms of amendments to the Regulation on the Ministry of Transport of the Russian Federation and the regulations on federal executive bodies subordinate to it)

    The draft act is aimed at implementing the powers to establish a public easement by Rosmorrechflot, Rosavtodor, Rosaviatsia and the Ministry of Transport of Russia in cases stipulated by Federal Law No. 254-FZ of July 31, 2020 “On the specifics of regulating certain relations for the purpose of implementing priority projects for the modernization and expansion of infrastructure and on amendments to certain legislative acts of the Russian Federation.”

    Moscow, July 30, 2025

    The content of the press releases of the Department of Press Service and References is a presentation of materials submitted by federal executive bodies for discussion at a meeting of the Government of the Russian Federation.

    Please note: This information is raw content obtained directly from the source of the information. It is an accurate report of what the source claims and does not necessarily reflect the position of MIL-OSI or its clients.

    .

    MIL OSI Russia News

  • MIL-OSI Russia: Materials for the Government meeting on July 31, 2025

    Translation. Region: Russian Federal

    Source: Government of the Russian Federation – Government of the Russian Federation –

    An important disclaimer is at the bottom of this article.

    The following issues are planned to be considered at the meeting:

    1. On Amendments to the Resolution of the Government of the Russian Federation of June 12, 2008 No. 450

    The draft resolution was developed in order to consolidate the powers of the Ministry of Agriculture of the Russian Federation, established by Federal Law No. 52-FZ of April 1, 2025 “On Amendments to Certain Legislative Acts of the Russian Federation”.

    2. On the draft federal law “On Amendments to Article 61-1 of the Federal Law “On Consumer Credit (Loan)”

    The bill is aimed at supporting citizens in the event of the birth or adoption of a second child or subsequent children.

    3. On the draft federal law “On Amending Article 3462 of Part Two of the Tax Code of the Russian Federation”

    The bill is aimed at preserving the status of agricultural producers for organizations and individual entrepreneurs operating in the constituent entities of the Russian Federation, in whose territory the legal regime of the counter-terrorism operation has been introduced and (or) was in effect.

    4. On the allocation of budgetary allocations to Rosleskhoz in 2025 from the reserve fund of the Government of the Russian Federation for the provision of subventions from the federal budget to the budgets of the constituent entities of the Russian Federation

    The draft order is aimed at providing financial support for the costs of the constituent entities of the Russian Federation for extinguishing forest fires in emergency situations in forests of various types.

    5. On the draft federal constitutional law “On Amendments to Certain Federal Constitutional Laws”

    The draft law proposes to establish that in the territories of the Donetsk People’s Republic, the Lugansk People’s Republic, the Zaporizhia and Kherson regions, documents on the verification of measuring instruments issued by state and other official bodies of Ukraine, state and other official bodies of new entities, are valid until the end of their validity period. The draft law is expected to enter into force on January 1, 2026.

    6. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 840725-8 “On Amendments to Articles 2463 and 427 of Part Two of the Tax Code of the Russian Federation”

    The draft amendments are aimed at increasing the investment attractiveness of the preferential regime created in the Kuril Islands.

    7. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 819547-8 “On Amendments to the Federal Law “On Protection of Competition” and Certain Legislative Acts of the Russian Federation”

    The draft amendments are aimed at clarifying the provisions of the bill, which provides for the transfer of mandatory auctions by law to electronic form according to uniform unified rules.

    8. On amendments to certain acts of the Government of the Russian Federation (in terms of amendments to the Regulation on the Ministry of Transport of the Russian Federation and the regulations on federal executive bodies subordinate to it)

    The draft act is aimed at implementing the powers to establish a public easement by Rosmorrechflot, Rosavtodor, Rosaviatsia and the Ministry of Transport of Russia in cases stipulated by Federal Law No. 254-FZ of July 31, 2020 “On the specifics of regulating certain relations for the purpose of implementing priority projects for the modernization and expansion of infrastructure and on amendments to certain legislative acts of the Russian Federation.”

    Moscow, July 30, 2025

    The content of the press releases of the Department of Press Service and References is a presentation of materials submitted by federal executive bodies for discussion at a meeting of the Government of the Russian Federation.

    Please note: This information is raw content obtained directly from the source of the information. It is an accurate report of what the source claims and does not necessarily reflect the position of MIL-OSI or its clients.

    .

    MIL OSI Russia News

  • MIL-OSI Europe: Joint statement by Canada and Sweden on sustained engagement on critical raw materials, battery value chains and emerging technologies

    Source: Government of Sweden

    The countries are working together to build economic resiliency and provide new market opportunities for Canadian and Swedish businesses. The Honourable François-Philippe Champagne, Minister of Innovation, Science and Industry, and Ebba Busch, Minister for Energy, Business and Industry and Deputy Prime Minister of Sweden made the following statement.

    MIL OSI Europe News

  • MIL-OSI United Kingdom: Directors banned after Stoke firm made hundreds of thousands of nuisance calls

    Source: United Kingdom – Executive Government & Departments

    Press release

    Directors banned after Stoke firm made hundreds of thousands of nuisance calls

    The company also received a £150,000 fine from the Information Commissioner’s Office

    • Mohammed Liaqat and Rubani Ghulam were directors of a company which harassed people with nuisance cold-calls in 2020 and 2021 

    • Posh Windows UK Ltd, based in Stoke-on-Trent, made more than 400,000 unsolicited marketing calls trying to sell home improvements within a nine-month period 

    • Both have now been disqualified as company directors following investigations by the Insolvency Service 

    Two businessmen from Stoke-on-Trent who allowed their home improvements company to make hundreds of thousands of nuisance cold-calls have been banned as directors. 

    Mohammed Liaqat, 37, and Rubani Ghulam, 55, were directors of Posh Windows UK Ltd, which specialised in a range of products including windows, doors and conservatories. 

    However, the company made 461,062 unsolicited marketing calls in a nine-month period between August 2020 and April 2021. 

    The calls were to people who had registered with the Telephone Preference Service (TPS), a statutory register of people who have said they do not want to receive marketing calls.  

    Posh Windows UK Ltd was fined £150,000 by the Information Commissioner’s Office (ICO) in 2022 but went into liquidation in the same year without having paid any of the fine. 

    Liaqat, of Clarke Street, and Ghulam, of Thorndyke Street, have now been disqualified as company directors for four years. 

    Simon Gillett, Chief Investigator at the Insolvency Service, said: 

    Mohammed Liaqat and Rubani Ghulam allowed their company to make nearly half a million nuisance calls to people who had explicitly said they did not want to receive marketing calls, causing significant inconvenience to members of the public. 

    Many of the victims were also subjected to aggressive pressure tactics and repeated calls. 

    Directors who ignore privacy regulations and allow their companies to harass the public through relentless cold-calling will face the consequences. In this case, both Liaqat and Ghulam have been banned from running companies for four years, protecting consumers from further misconduct.

    Posh Windows UK Ltd was based on Cheapside in Stoke-on-Trent, with Liaqat and Ghulam appointed as directors in 2018. 

    The company first came to the attention of the ICO in January 2021 when one of its employees received an unsolicited direct marketing call in the evening. 

    During the call, the caller referred to government grants for home improvements and wanted to book an appointment for the following day. 

    They only hung up when the recipient told them that the telephone number was registered with the TPS. 

    Further complaints to the TPS and ICO indicated that pressure tactics were being used and constant calls were made, often outside standard business hours. Some callers were called more than 10 times, even after they had told them to stop. 

    In total, Posh Windows UK Ltd made 630,971 calls between 1 August 2020 and 30 April 2021. Of those, 461,062 were made to subscribers whose telephone numbers had been registered with the TPS for more than 28 days 

    All but 84 of the 461,062 calls were made from a withheld number, breaching privacy regulations. 

    ICO investigations began in March 2021 but Liaqat still allowed the company to trade for more than a year without the ability to adequately screen numbers against the TPS register. 

    Andy Curry, Head of Investigations at the ICO, said:  

    We welcome the decision to disqualify Mohammed Liaqat and Rubani Ghulam as directors of Posh Windows UK Ltd.  

    Nobody should be made to feel uncomfortable or distressed after simply answering the phone, and our investigation found that this company showed complete disregard for both the law and the thousands of people they were aggressively pestering.  

    Our Financial Investigation Unit works closely with the Insolvency Service to bring companies and directors to account. By disrupting the non-compliant activities of directors such as Mohammed Liaqat and Rubani Ghulam, we can help ensure they can’t easily resurface under a different name and continue to cause further harm to people.

    The Secretary of State for Business and Trade accepted disqualification undertakings from Liaqat and Ghulam, and their bans started on Thursday 31 July. 

    The undertakings prevent them from being involved in the promotion, formation or management of a company, without the permission of the court.  

    Further information  

    About us 

    The Insolvency Service is a government agency that helps to deliver economic confidence by supporting those in financial distress, tackling financial wrongdoing and maximising returns to creditors. 

    The Insolvency Service is an executive agency, sponsored by the Department for Business and Trade

    Read more about what we do 

    Press Office 

    Journalists with enquiries can call the Insolvency Service Press Office on 0303 003 1743 or email press.office@insolvency.gov.uk (Monday to Friday, 9am to 5pm). 

    Out of hours 

    For any out of hours media enquiries, please contact the Department for Business and Trade (DBT) newsdesk on 020 7215 2000.

    Updates to this page

    Published 31 July 2025

    MIL OSI United Kingdom

  • MIL-OSI: Aurora Mobile and Figma: Unleashing Design to Drive Innovation

    Source: GlobeNewswire (MIL-OSI)

    SHENZHEN, China, July 31, 2025 (GLOBE NEWSWIRE) — Aurora Mobile Limited (NASDAQ: JG) (“Aurora Mobile” or the “Company”), a leading provider of customer engagement and marketing technology services in China, today announced that it plans to incorporate products from Figma, a world – renowned design platform, into its service offerings. Figma’s tools will empower Aurora Mobile to revolutionize the way it approaches design within its business model, ecosystems, and various services.

    How Aurora Mobile’s Business Model Will Benefit from Figma

    Aurora Mobile’s business model is centered on providing comprehensive services to mobile app developers, leveraging vast amounts of real – time and anonymous device – level mobile behavioral data. By integrating Figma’s design services, Aurora Mobile can enhance the user interface (UI) and user experience (UX) of its own platforms and the solutions it offers its clients.
    Figma’s intuitive design tools will enable Aurora Mobile’s design teams to create more engaging and user – friendly interfaces for its data analytics dashboards, marketing campaign management platforms, and customer engagement tools.

    Strengthening Aurora Mobile’s Ecosystem with Figma

    Aurora Mobile has built a robust ecosystem with partnerships across multiple industries, including mobile app developers, telecommunications carriers, data analytics providers, and AI technology firms. Figma’s stools will play a crucial role in enhancing the design – related aspects of this ecosystem.

    For mobile app developers within Aurora Mobile’s network, Figma’s design capabilities can be integrated into the app development process. Designers and developers can collaborate more efficiently using Figma’s real – time collaboration features, ensuring that the final versions of apps have a seamless and attractive design. This will not only improve the quality of apps but also reduce the time – to – market.

    In the context of vertical application service offerings, Figma can be leveraged to design more effective data visualization tools. By presenting data in a more visually appealing and understandable way, Aurora Mobile can help its partners to extract deeper insights from the data, leading to better – informed business decisions.

    With the services of Figma, Aurora Mobile can enhance the design of its AI – powered solutions, such as GPTBots.ai. A well – designed interface for AI agents can improve user interaction, making it easier for enterprises to use these services and unlocking greater value from the AI technology.

    Mr. Weidong Luo, Chairman and Chief Executive Officer of Aurora Mobile, commented, “We are thrilled about the potential of integrating Figma’s services into our operations. Design is playing an increasingly vital role in the success of our services and the overall user experience. By leveraging Figma’s world – class design platform, we will drive innovation across our business model, ecosystems, and services, ultimately delivering greater value to our customers and partners.”

    About Aurora Mobile Limited

    Founded in 2011, Aurora Mobile (NASDAQ: JG) is a leading provider of customer engagement and marketing technology services in China. Since its inception, Aurora Mobile has focused on providing stable and efficient messaging services to enterprises and has grown to be a leading mobile messaging service provider with its first-mover advantage. With the increasing demand for customer reach and marketing growth, Aurora Mobile has developed forward-looking solutions such as Cloud Messaging and Cloud Marketing to help enterprises achieve omnichannel customer reach and interaction, as well as artificial intelligence and big data-driven marketing technology solutions to help enterprises’ digital transformation.

    For more information, please visit https://ir.jiguang.cn/.

    Safe Harbor Statement

    This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, the Business Outlook and quotations from management in this announcement, as well as Aurora Mobile’s strategic and operational plans, contain forward-looking statements. Aurora Mobile may also make written or oral forward-looking statements in its reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Aurora Mobile’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Aurora Mobile’s strategies; Aurora Mobile’s future business development, financial condition and results of operations; Aurora Mobile’s ability to attract and retain customers; its ability to develop and effectively market data solutions, and penetrate the existing market for developer services; its ability to transition to the new advertising-driven SAAS business model; its ability to maintain or enhance its brand; the competition with current or future competitors; its ability to continue to gain access to mobile data in the future; the laws and regulations relating to data privacy and protection; general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release, and Aurora Mobile undertakes no duty to update such information, except as required under applicable law.

    For more information, please contact:

    Aurora Mobile Limited
    E-mail: ir@jiguang.cn

    Christensen

    In China
    Ms. Xiaoyan Su
    Phone: +86-10-5900-1548
    E-mail: Xiaoyan.Su@christensencomms.com

    In US
    Ms. Linda Bergkamp
    Phone: +1-480-614-3004
    Email: linda.bergkamp@christensencomms.com

    The MIL Network

  • MIL-OSI Africa: How Customer Experience Management Summit (CEM) Africa, the continent’s leading CX Summit signals the next wave of customer experience innovation

    Source: APO

    Customer expectations are evolving, and businesses must keep pace to stay competitive. The Customer Experience Africa Summit (CEM), hosted by Vuka Group (www.WeAreVUKA.com) on 12 – 14 August 2025 at Century City Conference Centre in Cape Town, is set to be a defining moment for the industry. CEM Africa is where customer experience leaders meet to explore industry shifts, solve pressing CX challenges, and innovate solutions that create measurable business impact. Featuring impactful presentations and workshops led by CX leaders like Zendesk, Cisco and CX Experts, this event will unpack the transformative role of AI and other innovations in reshaping customer engagement.

    Here’s why the summit is a must-attend for anyone looking to lead in the CX space.

    AI: The Engine of CX Transformation

    Artificial intelligence is no longer a buzzword, it’s a cornerstone of modern customer experience. Delegates will be treated to an exciting keynote, delivered by Ahmad Zureiki, Director of Cisco Collaboration Business for MEA. Titled “Driving Business Success: AI’s Role in Redefining Customer Experience,” Zureiki’s session will explore what it truly takes to unlock AI’s potential for reimagining customer interactions and driving enterprise success. Moving beyond hype to practical applications, Cisco’s insights will set the stage for a summit focused on actionable strategies.

    This theme of AI-driven transformation runs through the summit’s workshops. For example, Zendesk’s James Stubbs and Matt Harman will lead “Beyond Bots: AI at Every Stage of the Customer Journey,” a 60-minute interactive session. This workshop will showcase how Zendesk AI enhances self-service resolutions, empowers agents with real-time insights, and streamlines contact centre workflows. Through practical examples, attendees will learn how to embed AI to tackle complex issues, boost productivity, and deliver seamless customer experiences.

    Practical Strategies for Exceptional CX

    Delivering outstanding customer experiences requires more than technology, it demands strategy and execution. The summit’s workshops address this head-on. One session, “Practical Insights on Delivering a Great Customer Experience,” will explore how organizations can blend proactive engagement, digital channels, and AI-driven solutions to achieve meaningful outcomes. Attendees will tackle key challenges, such as where to begin and how to prioritise, to create CX strategies that drive results.

    Another workshop, “Delivering Great CX from Within: Enhancing Employee Experiences with AI,” highlights the critical link between employee empowerment and customer satisfaction. This session will demonstrate how AI can streamline workflows for customer-facing teams, enabling agents and supervisors to deliver better experiences with greater efficiency. By focusing on employee experience, organisations can create a ripple effect that transforms customer interactions.

    Learning from AI’s Real-World Impact

    As AI reshapes CX, real-world lessons are invaluable. The workshop “Realisation of AI in the Customer Experience Domain – Lessons Learnt So Far” will delve into the evolving landscape of AI adoption. This session will cover trends, challenges, and insights from early adopters, offering practical guidance for organizations at any stage of their AI journey. Whether you’re just starting or refining existing strategies, this workshop will help you avoid common pitfalls and embrace sustainable AI adoption.

    Why CEM Africa Summit Matters

    The stakes for CX are higher than ever. A recent study by PwC found that 73% of consumers prioritise experience over price, making CX a key driver of loyalty and revenue. The CEM Africa Summit addresses this reality by bringing together industry leaders like Cisco and Zendesk to share actionable insights. As Terry Southam, Group Director: Retail at Vuka Group, notes: “CEM Africa is a catalyst for redefining how businesses connect with customers. By bringing together visionaries like Cisco’s Ahmad Zureiki and Zendesk’s James Stubbs and Matt Harman, we are equipping attendees with the tools to lead in CX innovation.”

    Looking Ahead

    CEM Africa Summit, taking place at Century City Conference Centre in Cape Town, is more than an event, it is a glimpse into the future of customer experience. By spotlighting AI’s transformative power, practical CX strategies, and real-world lessons, the summit will inspire and empower professionals to drive meaningful change.

    Learn more and register at www.CEMAfricaSummit.com

    Distributed by APO Group on behalf of VUKA Group.

    For media enquiries, contact:
    Steven Dennett
    steven.dennett@wearevuka.com

    Social Media:
    Join the conversation on social media by following CEM on LinkedIn: http://apo-opa.co/45e91fs

    Media files

    .

    MIL OSI Africa

  • MIL-OSI United Kingdom: New members appointed to OPSS Advisory Board

    Source: United Kingdom – Executive Government & Departments

    News story

    New members appointed to OPSS Advisory Board

    New members appointed to the Office for Product Safety and Standards Advisory Board.

    Five new members have been appointed to the Office for Product Safety and Standards (OPSS) Advisory Board. They are:

    • Jen Dinmore – Legal Director, Digital, Commerce and Creative team, Lewis Silk 
    • Frank Given – Founder, Close Focus
    • Amanda Long – Chief Executive, Construction Product Information
    • Professor John Loughhead – Industrial Professor of Clean Energy at the University of Birmingham and Chair of the Redwheel-Turquoise ClimateTech fund
    • John McDermid – Professor of Software Engineering, University of York

    OPSS welcomes these new members of its Advisory Board, who have a wealth of experience in areas including engineering, regulation, research and standards development.

    The OPSS Advisory Board typically meets once a quarter. Its members act as critical friends, providing external challenge and bringing fresh perspectives and ideas, ensuring OPSS is best prepared to deal with current and future challenges. The group is not involved in operational decisions, such as handling individual regulatory incidents.

    Updates to this page

    Published 31 July 2025

    MIL OSI United Kingdom

  • MIL-OSI Russia: Chinese border town becomes key hub for importing Russian Kamchatka crabs

    Translation. Region: Russian Federal

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

    An important disclaimer is at the bottom of this article.

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

    BEIJING, July 31 (Xinhua) — Did you know that out of five Russian Kamchatka crabs eaten by Chinese, four came from the border town of Hunchun, (Yanbian Korean Autonomous Prefecture, Northeast China’s Jilin Province), which is not actually a coastal town?

    At the King Crab Exhibition Hall located in the Northeast Asia Cross-Border E-Commerce Industrial Park in Hunchun, hundreds of blue and red king crabs from the Bering Strait live comfortably in a huge pool.

    The cool air in the exhibition hall mixes with the faint salty taste of sea water. It turns out that the pool is filled with sea water from the “native land” of king crabs, and its temperature is maintained at about 2 degrees Celsius.

    “The king crabs, which cost more than 320 yuan (US$44.5) per kilogram, were transported to China using original transport and water environment to ensure their longer life,” said Cui Ling, an employee of Hunchun Shengjin International Trade Co., Ltd., adding that July to August is the busiest time of the year. On average, up to 150 king crabs are sold per day through online and offline sales. These king crabs are shipped from here and delivered across the country within two weeks. In many regions, customers who order this seafood delicacy in the morning receive it the next day.

    Why hasn’t the coastal city of Hunchun become the key hub for importing Russian Kamchatka crabs?

    Previously, Kamchatka crabs imported from Russia to China had to be transported through the Republic of Korea and Japan, which led to higher costs and a deterioration in the quality of king crabs.

    After Hunchun Port was approved as a specialized port for importing chilled seafood and edible aquatic animals, this “golden corridor” for importing king crabs into China was opened. In addition, the Kamchatka-Zarubino-Hunchun route made the transportation of aquatic products between China and Russia more stable and smooth.

    To ensure the freshness of imported seafood, Hunchun Customs has opened a “green channel” to provide inspection and release services by appointment all year round and around the clock, speeding up customs clearance.

    “In 2024, about 1.5 million pieces of king crab worth 3.31 billion yuan were imported into China through Hunchun Port, accounting for more than 80 percent of the country’s total market,” said Sun Jufeng, head of the Hunchun Port Management Service Center.

    According to him, in recent years the efficiency of customs clearance has been constantly improving. If the driver registers in advance, the passage through the checkpoint can be completed in a matter of minutes.

    Let us recall that last year, construction of a new terminal began in Hunchun on the territory of the checkpoint in order to meet the increasing volumes of cargo flow between China and Russia. The new terminal with a design capacity of 2 million tons will be put into operation during this year, and then the volume of transportation through the Hunchun checkpoint will increase more than fourfold.

    In recent years, Chinese consumers’ interest in Russian Kamchatka crabs has grown rapidly. According to the General Administration of Customs of China, the total value of China’s imports of live, fresh and frozen crabs from Russia exceeded US$1.14 billion last year, up 16.7 percent from the previous year. -0-

    Please note: This information is raw content obtained directly from the source of the information. It is an accurate report of what the source claims and does not necessarily reflect the position of MIL-OSI or its clients.

    .

    MIL OSI Russia News

  • MIL-OSI Europe: More online travel agencies commit to refund within 14 days for cancelled flights, following a dialogue with the Commission and consumer authorities

    Source: EuroStat – European Statistics

    European Commission Press release Brussels, 31 Jul 2025
    Following a dialogue with the European Commission and the Consumer Protection Cooperation (CPC) Network of national consumer authorities, Expedia and Lastminute.com have committed to better inform consumers of their rights and ensure they receive ticket refunds within 14 days in case of a flight cancellation by the airline.

    MIL OSI Europe News

  • MIL-OSI: Introducing Commerce, the New Parent Brand of BigCommerce, Feedonomics and Makeswift, Powering an AI-Driven Future

    Source: GlobeNewswire (MIL-OSI)

    Commerce’s open, intelligent ecosystem connects the tools and systems that drive growth and empower businesses to unlock data potential and deliver seamless, personalized experiences at scale

    Commerce unveils unified AI vision to enable every merchant to thrive in the agentic commerce era

    AUSTIN, Texas, July 31, 2025 (GLOBE NEWSWIRE) — BigCommerce Holdings, Inc. (Nasdaq: BIGC), a leading open SaaS ecommerce platform for B2C and B2B businesses, today announced the launch of its new parent brand, Commerce, and that it has officially changed its corporate name to Commerce.com, Inc. (“Commerce” or the “Company”), unifying BigCommerce, Feedonomics and Makeswift to power the next era of agentic commerce. In connection with the name change and rebranding, effective on or about August 1, 2025, the Company’s common stock will begin trading on the Nasdaq Global Market under the ticker symbol “CMRC” and cease trading under “BIGC.” This strategic move introduces a bold vision for the future where AI navigates choices for consumers and businesses adapt with intelligent, composable tools.

    In conjunction with the rebrand, Commerce also unveiled the company’s vision and strategy for powering agentic commerce where AI acts on behalf of consumers to research, recommend and even transact. To support this shift, Commerce is focused on enabling merchants with the data infrastructure and intelligent storefronts needed to thrive in this next chapter of digital commerce.

    “Launching the Commerce brand is about more than a new name and logo,” said Commerce CEO Travis Hess. “It is a clear declaration to our customers, partners, investors and team that we are doubling down on innovation to give brands, retailers, manufacturers, distributors and wholesalers the flexibility, connectivity and care to help them move faster, scale smarter and grow on their terms. Agentic commerce requires a new playbook, and Commerce is here to deliver it with an open ecosystem built for speed, intelligence and flexibility.”

    Unifying Three Market-leading Solutions

    The individual BigCommerce, Feedonomics and Makeswift brands will continue to exist as three powerful solutions with a unified purpose:

    • BigCommerce is the flexible ecommerce platform that grows with merchants. It is trusted by teams that value speed and scalability, empowering innovation without constraint.
    • Feedonomics turns data into a competitive advantage, ensuring every product is AI-ready and optimized across hundreds of global channels.
    • Built for both marketers and developers, Makeswift is the intuitive visual editor that lets whole teams collaborate to create cutting-edge, personalized digital experiences.

    Together, Commerce connects the tools and systems that drive growth, whether it is part of our family of brands or a trusted outside partner. Its open, intelligent ecosystem empowers businesses to unlock data potential and deliver seamless, personalized experiences at scale.

    “Commerce is more than just another ecommerce company,” said Hess. “We are a trusted partner, an innovation engine and a champion that stands behind what we promise, and one of those promises is to provide an AI-driven ecosystem that aligns innovation with outcomes.”

    Delivering AI to Drive Results

    The way consumers discover and purchase products online is undergoing a dramatic transformation. Traditional organic search is rapidly losing ground as the “front door” of the internet. Instead, shoppers are turning to answer engines—AI-powered platforms like ChatGPT, Perplexity, Copilot and Google Cloud with Gemini—to find what they need and even buy it. In this new era, AI agents act on behalf of shoppers, searching, comparing, and even checking out across multiple channels, often without ever visiting a merchant’s website. These AI-driven experiences are seamless, contextual and increasingly the default for how consumers interact with commerce online.

    For large retail brands and technology companies, this means that web traffic is already shifting as the old playbook of SEO and paid ads becomes less effective. The conversation is focused on regaining visibility and relevance in a fundamentally new digital landscape.

    Commerce offers a complete solution for the AI era. Feedonomics optimizes merchant data for every touchpoint and holds strategic partnerships with leading AI platforms. BigCommerce provides the operating system for merchants of record. Makeswift powers AI-optimized storefronts. Every merchant needs an end-to-end strategy with these pillars for success in AI-driven commerce.

    Over the last few weeks, Commerce brands BigCommerce and Feedonomics have expanded partnerships with AI leaders Perplexity and Google Cloud to help businesses capitalize on agentic commerce opportunities to meet consumer expectations and create a competitive advantage.

    “At Commerce, we leverage AI where it delivers real, measurable results: powering personalization, automation and data orchestration across the entire customer journey from discovery to checkout,” said Vipul Shah, chief product officer at Commerce. “By delivering relevant, context-optimized data to digital channels including answer engines, and creating agentic tools to help merchants optimize their operations, Commerce helps businesses adapt in real time and grow intelligently. We’re not just following the AI wave; we’re in the room with the product and engineering teams from the leading AI companies shaping the future of the internet so that we are positioned to help our customers win.”

    Adventure brand Revelyst, the parent company of Bell, Bushnell, CamelBak and Giro; global consumer brand URBN, the parent company of Urban Outfitters, Anthropologie and many others; and Tapestry, the parent company of fashion brands such as Coach and Kate Spade New York; and Dell Technologies are already leveraging Commerce’s product data integrations to improve visibility, protect brand consistency and boost performance across AI-driven search experiences.

    “Since Travis stepped into the CEO role, he has assembled an experienced and visionary leadership team that came together with clarity and conviction to transform the company,” said Ellen Siminoff, executive chair of the board of directors at Commerce. “The launch of Commerce is the culmination of bold thinking, careful planning and hard work during a period of rapid industry change. This transformation positions the company for a return to long-term, sustainable growth. We are proud of our progress thus far and look forward to continuous execution.”

    Conference Call Information

    Commerce will host its first quarterly earnings call under the Commerce name later this morning at 7:00 a.m. CT (8:00 a.m. ET) Thursday, July 31, 2025. The conference call can be accessed by dialing (833) 634-1254 from the United States and Canada or (412) 317-6012 internationally and requesting to join the “Commerce conference call.” The live webcast of the conference call can be accessed from BigCommerce’s investor relations website at http://investors.bigcommerce.com.

    Following the completion of the call through 11:59 p.m. ET on Thursday, August 7, 2025, a telephone replay will be available by dialing (877) 344-7529 from the United States, (855) 669-9658 from Canada or (412) 317-0088 internationally with conference ID 7863771. A webcast replay will also be available at http://investors.bigcommerce.com for 12 months.

    About Commerce

    Commerce empowers businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. As the parent company of BigCommerce, Feedonomics, and Makeswift, Commerce connects the tools and systems that power growth, enabling businesses to unlock the full potential of their data, deliver seamless and personalized experiences across every channel, and adapt swiftly to an ever-changing market. Trusted by leading businesses like Coldwater Creek, Cole Haan, Harvey Nichols, King Arthur Baking Co., Melissa & Doug, Mizuno, Patagonia, Perry Ellis, Puma, SportsShoes, and Uplift Desk, Commerce delivers the storefront control, optimized data, and AI-ready tools businesses need to grow, serve diverse buyers, and operate with confidence in an increasingly intelligent, multi-surface world. For more information, visit commerce.com or follow us on X and LinkedIn.

    BigCommerce,® the Commerce logo, and other brands are the trademarks or registered trademarks of BigCommerce Pty. Ltd. Third-party trademarks and service marks are the property of their respective owner.

    Forward-Looking Statements

    This press release contains “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. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy, “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our ability to successfully execute our rebranding initiative, our increased focus on AI enablement, market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social media platforms, and a cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024 and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to Commerce at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Commerce assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

    Media Contact:
    Brad Hem
    pr@commerce.com

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/0e3864e0-299e-4612-a8de-892adb7645e8

    The MIL Network

  • MIL-OSI: Radware Report Reveals Shifting Attack Vectors in Credential Stuffing Campaigns

    Source: GlobeNewswire (MIL-OSI)

    MAHWAH, N.J., July 31, 2025 (GLOBE NEWSWIRE) — Radware® (NASDAQ: RDWR), a global leader in application security and delivery solutions for multi-cloud environments, today released a new research reportThe Invisible Breach: Business Logic Manipulation and API Exploitation in Credential Stuffing Attacks. The report reveals a paradigm shift in credential stuffing attacks. It underscores a fundamental transformation from volume-based attacks leveraging a series of repeated password attempts to sophisticated, multi-stage infiltration techniques.

    “To bypass traditional defenses, modern credential stuffing attacks are shifting away from traditional password-spraying techniques in favor of business logic manipulation, cross-platform device spoofing, and strategic API exploitation,” said Arik Atar, senior cyber threat intelligence researcher at Radware. “The message for defending organizations is clear. To match this new reality, they must move beyond credential-centric controls to adopt security strategies that validate entire user journeys, correlate cross-request behavior, and detect suspicious patterns in business logic flows.”

    Radware’s research examined 100 advanced credential stuffing configurations deployed through a well-known account takeover tool called SilverBullet.

    Advanced attack methodologies

    • Business logic attacks: 94% of configurations implement four or more business logic attack elements, with 54% demonstrating advanced orchestration, using 13+ distinct techniques.
    • API exploitation: 83% of configurations contain explicit API-targeting techniques.
    • Multi-device spoofing: 24% of attack scripts alternate between two device types during execution, with 71% employing cross-platform transitions, primarily between iOS and Windows.

    Primary targets

    • Industries: Technology/SaaS emerged as the primary target sector (27%), followed by financial services/government (16%), and the travel/airline (13%) sectors.
    • Online tools: There is a significant shift toward high-value AI tools (44% of all technology targets), potentially exploited by spammers who engage in account cracking to create large-scale phishing content. In addition, corporate tools (30%), including Microsoft 365, OneDrive, and Outlook, are likely targets for ransomware groups pursuing initial access to organizational systems.

    Centralized threat landscape

    • Concentration: 51% of the analyzed configurations, randomly collected over six months, were written by just three advanced threat actors: SVBCONFIGSMAKER, t.me/mrcombo1services, and @Magic_Ckg.
    • Specialization: Each threat actor had over two years of operational experience in distinct areas of specialization, including AI platform authentication bypass, mobile API exploitation, and Microsoft cloud services.

    Radware’s complete report—The Invisible Breach: Business Logic Manipulation and API Exploitation in Credential Stuffing Attacks—can be downloaded here.

    The research methodology was based on an analysis of 100 SilverBullet credential stuffing attack scripts to identify emerging trends, techniques, and tactics in modern account takeover (ATO) campaigns. The scripts were collected from Telegram channels of threat actors and published between December 2024 and May 2025.

    About Radware
    Radware® (NASDAQ: RDWR) is a global leader in application security and delivery solutions for multi-cloud environments. The company’s cloud application, infrastructure, and API security solutions use AI-driven algorithms for precise, hands-free, real-time protection from the most sophisticated web, application, and DDoS attacks, API abuse, and bad bots. Enterprises and carriers worldwide rely on Radware’s solutions to address evolving cybersecurity challenges and protect their brands and business operations while reducing costs. For more information, please visit the Radware website.

    Radware encourages you to join our community and follow us on: Facebook, LinkedIn, Radware Blog, X, and YouTube.

    ©2025 Radware Ltd. All rights reserved. Any Radware products and solutions mentioned in this press release are protected by trademarks, patents, and pending patent applications of Radware in the U.S. and other countries. For more details, please see: https://www.radware.com/LegalNotice/. All other trademarks and names are property of their respective owners.

    THIS PRESS RELEASE AND RADWARE’S THE INVISIBLE BREACH: BUSINESS LOGIC MANIPULATION AND API EXPLOITATION IN CREDENTIAL STUFFING ATTACKS REPORT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THESE MATERIALS ARE NOT INTENDED TO BE AN INDICATOR OF RADWARE’S BUSINESS PERFORMANCE OR OPERATING RESULTS FOR ANY PRIOR, CURRENT, OR FUTURE PERIOD.

    Radware believes the information in this document is accurate in all material respects as of its publication date. However, the information is provided without any express, statutory, or implied warranties and is subject to change without notice.

    The contents of any website or hyperlinks mentioned in this press release are for informational purposes and the contents thereof are not part of this press release.

    Safe Harbor Statement
    This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements made herein that are not statements of historical fact, including statements about Radware’s plans, outlook, beliefs, or opinions, are forward-looking statements. Generally, forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” For example, when we say in this press release that to match this new reality, organizations must move beyond credential-centric controls to adopt security strategies that validate entire user journeys, correlate cross-request behavior, and detect suspicious patterns in business logic flows, we are using forward-looking statements. Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware’s current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions, including as a result of the state of war declared in Israel in October 2023 and instability in the Middle East, the war in Ukraine, tensions between China and Taiwan, financial and credit market fluctuations (including elevated interest rates), impacts from tariffs or other trade restrictions, inflation, and the potential for regional or global recessions; our dependence on independent distributors to sell our products; our ability to manage our anticipated growth effectively; our business may be affected by sanctions, export controls, and similar measures, targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries; the ability of vendors to provide our hardware platforms and components for the manufacture of our products; our ability to attract, train, and retain highly qualified personnel; intense competition in the market for cybersecurity and application delivery solutions and in our industry in general, and changes in the competitive landscape; our ability to develop new solutions and enhance existing solutions; the impact to our reputation and business in the event of real or perceived shortcomings, defects, or vulnerabilities in our solutions, if our end-users experience security breaches, or if our information technology systems and data, or those of our service providers and other contractors, are compromised by cyber-attackers or other malicious actors or by a critical system failure; our use of AI technologies that present regulatory, litigation, and reputational risks; risks related to the fact that our products must interoperate with operating systems, software applications and hardware that are developed by others; outages, interruptions, or delays in hosting services; the risks associated with our global operations, such as difficulties and costs of staffing and managing foreign operations, compliance costs arising from host country laws or regulations, partial or total expropriation, export duties and quotas, local tax exposure, economic or political instability, including as a result of insurrection, war, natural disasters, and major environmental, climate, or public health concerns; our net losses in the past and the possibility that we may incur losses in the future; a slowdown in the growth of the cybersecurity and application delivery solutions market or in the development of the market for our cloud-based solutions; long sales cycles for our solutions; risks and uncertainties relating to acquisitions or other investments; risks associated with doing business in countries with a history of corruption or with foreign governments; changes in foreign currency exchange rates; risks associated with undetected defects or errors in our products; our ability to protect our proprietary technology; intellectual property infringement claims made by third parties; laws, regulations, and industry standards affecting our business; compliance with open source and third-party licenses; complications with the design or implementation of our new enterprise resource planning (“ERP”) system; our reliance on information technology systems; our ESG disclosures and initiatives; and other factors and risks over which we may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Radware, refer to Radware’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC), and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the SEC’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.

    The MIL Network

  • MIL-OSI: WTW Reports Second Quarter 2025 Earnings

    Source: GlobeNewswire (MIL-OSI)

    • Revenue1of $2.3 billion was flat compared to prior-year quarter due to the sale of TRANZACT
    • Organic Revenue growth of 5% for the quarter
    • Diluted Earnings per Share was $3.32 for the quarter, up 144% over prior year
    • Adjusted Diluted Earnings per Share was $2.86 for the quarter, up 20% over prior year2
    • Operating Margin was 16.3% for the quarter, up 690 basis points over prior year
    • Adjusted Operating Margin was 18.5% for the quarter, up 150 basis points from prior year

    LONDON, July 31, 2025 (GLOBE NEWSWIRE) — WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the second quarter ended June 30, 2025.

    “Our strong second quarter results demonstrate the meaningful progress we’ve made towards advancing our strategy, helping deliver solid topline results, along with margin and earnings growth,” said Carl Hess, WTW’s Chief Executive Officer. “I’m pleased with how our businesses continued to prove their value and resilience this quarter, providing our clients with critical solutions to help manage people, risk and capital amidst economic uncertainty. Building on our strong first-half performance and continued momentum, we enter the second half of 2025 on track to deliver on our financial framework, including mid-single digit organic revenue growth, operating margin expansion, adjusted earnings per share growth, and free-cash-flow margin expansion. I’d like to thank our colleagues for their consistent execution and dedication to delivering for our clients.”

    Consolidated Results

    As reported, USD millions, except %

    Key Metrics Q2-25 Q2-242 Y/Y Change
    Revenue1 $2,261 $2,265 Reported (0)% | CC (1)% | Organic 5%
    Income from Operations $368 $212 74%
    Operating Margin % 16.3% 9.4% 690 bps
    Adjusted Operating Income $419 $385 9%
    Adjusted Operating Margin % 18.5% 17.0% 150 bps
    Net Income $332 $142 134%
    Adjusted Net Income $285 $247 15%
    Diluted EPS $3.32 $1.36 144%
    Adjusted Diluted EPS $2.86 $2.39 20%
    1 The revenue amounts included in this release are presented on a U.S. GAAP basis except where stated otherwise. The segment discussion is on an organic basis.
       
    2 Refer to “WTW Non-GAAP Measures” below and the Q2-25 Supplemental Slides for recast of historical Non-GAAP measures.
       

    Revenue was $2.26 billion for the second quarter of 2025, which was flat compared to $2.27 billion for the same period in the prior year due to the sale of TRANZACT. Excluding the impact of foreign currency, revenue decreased 1%. On an organic basis, revenue increased 5%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.

    Net Income for the second quarter of 2025 was $332 million compared to Net Income of $142 million in the prior-year second quarter. Adjusted EBITDA for the second quarter was $470 million, or 20.8% of revenue, an increase of 6%, compared to Adjusted EBITDA of $445 million, or 19.6% of revenue, in the prior-year second quarter. The U.S. GAAP tax rate for the second quarter was (6.8)%, and the adjusted income tax rate for the second quarter used in calculating adjusted diluted earnings per share was 18.0%.

    Cash Flow and Capital Allocation

    Cash flows from operating activities were $326 million for the six months ended June 30, 2025, compared to cash flows from operating activities of $431 million for the same prior-year period. Free cash flow for the six months ended June 30, 2025 and 2024 was $217 million and $305 million, respectively, a decrease of $88 million. The decline was primarily due to increased compensation and cash tax payments as well as the absence of cash inflows from TRANZACT following its sale on December 31, 2024, partly offset by lower Transformation program spending and operational improvements. During the quarter ended June 30, 2025, the Company repurchased 1,614,427 of its outstanding shares for $500 million.

    Second Quarter 2025 Segment Highlights

    Health, Wealth & Career (“HWC”)

    As reported, USD millions, except %

    Health, Wealth & Career Q2-25 Q2-24 Y/Y Change
    Total Revenue $1,180 $1,260 Reported (6)% | CC (8)% | Organic 4%
    Operating Income $280 $276 1%
    Operating Margin % 23.8% 21.9% 190 bps

    The HWC segment had revenue of $1.18 billion in the second quarter of 2025, a decrease of 6% (8% decrease constant currency and organic growth of 4%) from $1.26 billion in the prior year due to the sale of TRANZACT. Health delivered organic revenue growth driven by double-digit increases outside North America and solid performance in North America. Wealth generated organic revenue growth from higher levels of Retirement work globally alongside growth in our Investments business from new business wins and product launches. Career had modest revenue growth as healthy demand for advisory project work outside North America was offset by North America client postponement decisions made earlier in the year. Benefits Delivery & Outsourcing revenue was materially flat, as increased project and core administration work within Europe was tempered by lower commission revenue in the Individual Marketplace business compared to the prior year.

    Operating margins in the HWC segment increased 190 basis points from the prior-year second quarter to 23.8%, primarily due to the sale of TRANZACT. Excluding TRANZACT operating margins increased 20 basis points. Please refer to the Supplemental Slides for TRANZACT’s standalone historical financial results.

    Risk & Broking (“R&B”)

    As reported, USD millions, except %

    Risk & Broking Q2-25 Q2-24 Y/Y Change
    Total Revenue $1,047 $979 Reported 7% | CC 6% | Organic 6%
    Operating Income $222 $202 10%
    Operating Margin % 21.2% 20.6% 60 bps

    The R&B segment had revenue of $1.05 billion in the second quarter of 2025, an increase of 7% (6% increase constant currency and organic) from $979 million in the prior year. Corporate Risk & Broking (CRB) had organic revenue growth driven by higher levels of new business activity and strong client retention globally. Insurance Consulting and Technology (ICT) revenue was flat for the quarter as clients managed spend more cautiously amid ongoing economic uncertainty.

    Operating margins in the R&B segment increased 60 basis points from the prior-year second quarter to 21.2%, due primarily to operating leverage driven by strong organic revenue growth and savings from the Transformation program which were partially offset by headwinds from decreased interest income and foreign currency fluctuations.

    Select 2025 Financial Considerations

    Changes to Non-GAAP financial measures:

    • All reported non-GAAP metrics will exclude non-cash net periodic pension and postretirement benefits
    • Free cash flow and free cash flow margin will capture cash outflows for capitalized software costs
    • Refer to Supplemental Slides for recast of historical Non-GAAP measures

    Business mix:

    • TRANZACT business, which contributed $1.14 to adjusted diluted earnings per share in 2024, is no longer part of the business portfolio following the completion of the TRANZACT sale in the fourth quarter of 2024
    • Reinsurance joint venture with Bain Capital expected to be a headwind on adjusted diluted earnings per share of approximately $0.20, which will be partially mitigated by gains from other equity investments, resulting in a net headwind of approximately $0.10 at the interest in earnings of associates level

    Free cash flow:

    • Expect cash outflows in 2025 from the payment of accrued costs related to the Transformation program which concluded in 2024

    Capital allocation:

    • Expect share repurchases of ~$1.5 billion, subject to market conditions and potential capital allocation to organic and inorganic investment opportunities

    Foreign exchange:

    • Expect a foreign currency tailwind on adjusted diluted earnings per share of approximately $0.05 in 2025 at today’s rates

    Adjusted operating margin outlook:

    • ~100 basis points of average annual margin expansion over next 3 years in R&B
    • Incremental annual margin expansion at HWC and enterprise levels

    The 2025 Financial Considerations above include Non-GAAP financial measures. We do not reconcile forward-looking Non-GAAP measures for reasons explained under “WTW Non-GAAP Measures” below.

    Conference Call

    The Company will host a conference call to discuss the financial results for the second quarter 2025. It will be held on Thursday, July 31, 2025, beginning at 9:00 a.m. Eastern Time. A live, listen-only webcast of the conference call will be available on WTW’s website. Analysts and institutional investors may participate in the conference call’s question-and-answer session by registering in advance here. An online replay will be available at investors.wtwco.com shortly after the call concludes.

    About WTW

    At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at www.wtwco.com.

    WTW Non-GAAP Measures

    In order to assist readers of our consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Rate, (9) Free Cash Flow and (10) Free Cash Flow Margin.

    We believe that those measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.

    Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. Items applicable to the quarter or full year results, or the comparable periods, include the following:

    • Restructuring costs and transaction and transformation – Management believes it is appropriate to adjust for restructuring costs and transaction and transformation when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.
    • Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations. Among other things, we determine this by reference to the amount of the loss (net of insurance and other recovery receivables) and by reference to whether the matter relates to an unusual and complex scenario that is not expected to be repeated as part of our ongoing, ordinary business. These amounts are presented net of insurance and other recovery receivables. See the footnotes to the reconciliation tables below for more specificity on the litigation matter excluded from adjusted results.
    • Gains and losses on disposals of operations – Adjustment to remove the gains or losses resulting from disposed operations that have not been classified as discontinued operations.
    • Net periodic pension and postretirement benefits – Adjustment to remove the recognition of net periodic pension and postretirement benefits (including pension settlements), other than service costs. We have included this adjustment as applicable in our prior-period disclosures in order to conform to the current-period presentation.
    • Tax effect of significant adjustments – Relates to the incremental tax expense or benefit resulting from significant or unusual events including significant statutory tax rate changes enacted in material jurisdictions in which we operate, internal reorganizations of ownership of certain businesses that reduced the investment held by our U.S.-controlled subsidiaries and the recovery of certain refunds or payment of taxes related to businesses in which we no longer participate.

    We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

    We consider Constant Currency Change, Organic Change, Adjusted Operating Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate and Free Cash Flow to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating and liquidity results against our competitors. These non-GAAP measures are important in illustrating what our comparable operating and liquidity results would have been had we not incurred transaction-related and non-recurring items. Reconciliations of these measures are included in the accompanying tables with the following exception: The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

    Our non-GAAP measures and their accompanying definitions are presented as follows:

    Constant Currency Change – Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.

    Organic Change – Excludes the impact of fluctuations in foreign currency exchange rates, as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.

    Adjusted Operating Income/Margin – Income from operations adjusted for amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.

    Adjusted EBITDA/Margin – Net Income adjusted for provision for income taxes, interest expense, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA Margin is calculated by dividing adjusted EBITDA by revenue. We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.

    Adjusted Net Income – Net Income Attributable to WTW adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of internal reorganizations. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.

    Adjusted Diluted Earnings Per Share – Adjusted Net Income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.

    Adjusted Income Before Taxes – Income from operations before income taxes and interest in earnings of associates adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.

    Adjusted Income Taxes/Tax Rate – Provision for income taxes adjusted for taxes on certain items of amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, the tax effects of significant adjustments and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate. Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations.

    Free Cash Flow – Cash flows from operating activities less cash used to purchase fixed assets and software. Free Cash Flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures. Management believes that free cash flow presents the core operating performance and cash-generating capabilities of our business operations. As a result of our change in presentation, free cash flow for the prior period has been adjusted to conform to the current period, which includes the deduction of our capitalized software costs.

    Free Cash Flow Margin – Free Cash Flow as a percentage of revenue, which represents how much of revenue would be realized on a cash basis. We consider this measure to be a meaningful metric for tracking cash conversion on a year-over-year basis due to the non-cash nature of our pension income, which is included in our GAAP and Non-GAAP earnings metrics presented herein.

    These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.

    WTW Forward-Looking Statements

    This document contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as: our outlook; the potential impact of natural or man-made disasters like health pandemics and other world health crises; future capital expenditures; ongoing working capital efforts; future share repurchases; financial results (including our revenue, costs or margins) and the impact of changes to tax laws on our financial results; existing and evolving business strategies including those related to acquisitions and dispositions; demand for our services and competitive strengths; strategic goals; the benefits of new initiatives; growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings initiatives generated from our completed multi-year operational transformation program or other expense savings initiatives; our recognition of future impairment charges; and plans and references to future performance, including our future financial and operating results, short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to free cash flow generation, adjusted net revenue, adjusted operating margin and adjusted earnings per share, are forward-looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

    There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following: our ability to successfully establish, execute and achieve our global business strategy as it evolves; our ability to fully realize the anticipated benefits of our growth strategy, including inorganic growth through acquisitions; our ability to achieve our short-term and long-term financial goals, such as with respect to our cash flow generation, and the timing with respect to such achievement; the risks related to changes in general economic conditions, business and political conditions, changes in the financial markets, inflation, credit availability, increased interest rates, changes in trade policies, increased tariffs and retaliatory actions; the risks to our short-term and long-term financial goals from any of the risks or uncertainties set forth herein; the risks relating to the adverse impacts of macroeconomic trends, including those relating to changes in trade policies and tariffs, as well as political events, war, such as the Russia-Ukraine and Israel-Hamas wars, and other international disputes, terrorism, natural disasters, public health issues and other business interruptions on the global economy and capital markets, such as uncertainty in the global markets, inflation, changes in interest rates and recessionary trends, changes in spending by government agencies and contractors, which could have a material adverse effect on our business, financial condition, results of operations and long-term goals; our ability to successfully hedge against fluctuations in foreign currency rates; the risks relating to the adverse impacts of natural or man-made disasters such as health pandemics and other world health crises on the demand for our products and services, our cash flows and our business operations; material interruptions to or loss of our information processing capabilities, or failure to effectively maintain and upgrade our information technology resources and systems and related risks of cybersecurity breaches or incidents; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity and artificial intelligence; the risks relating to the transitional arrangements in effect subsequent to our completed sale of TRANZACT; significant competition that we face and the potential for loss of market share and/or profitability; the impact of seasonality and differences in timing of renewals and non-recurring revenue increases from disposals and book-of-business sales; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation; the risk of substantial negative outcomes on existing or potential future litigation or investigation matters; changes in the regulatory environment in which we operate, including, among other risks, the impacts of pending competition law and regulatory investigations; various claims, government inquiries or investigations or the potential for regulatory action; our ability to make divestitures or acquisitions, including our ability to integrate or manage acquired businesses or carve-out businesses to be disposed, as well as our ability to identify and successfully execute on opportunities for strategic collaboration; our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; our ability to successfully manage ongoing organizational changes, including as a result of our recently-completed multi-year operational transformation program, investments in improving systems and processes, and in connection with our acquisition and divestiture activities; disasters or business continuity problems; our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow; our ability to properly identify and manage conflicts of interest; reputational damage, including from association with third parties; reliance on third-party service providers and suppliers; risks relating to changes in our management structures and in senior leadership; the loss of key employees or a large number of employees and rehiring rates; our ability to maintain our corporate culture; doing business internationally, including the impact of global trade policies and retaliatory considerations as well as foreign currency exchange rates; compliance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associated sanction regulations (such as sanctions imposed on Russia) and related counter-sanctions; our ability to effectively apply technology, data and analytics solutions, including through the use of artificial intelligence, for internal operations, maintaining industry standards, meeting client preferences and gaining competitive advantage, among other things; changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare, and any other changes and developments in legal, regulatory, economic, business or operational conditions that could impact our businesses; the inability to protect our intellectual property rights, or the potential infringement upon the intellectual property rights of others; fluctuations in our pension assets and liabilities and related changes in pension income, including as a result of, related to, or derived from movements in the interest rate environment, investment returns, inflation, or changes in other assumptions that are used to estimate our benefit obligations and their effect on adjusted earnings per share; our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each; our ability to obtain financing on favorable terms or at all; adverse changes in our credit ratings; the impact of recent or potential changes to U.S. or foreign laws, and the enactment of additional, or the revision of existing, state, federal, and/or foreign laws and regulations, recent judicial decisions and development of case law, other regulations and any policy changes and legislative actions, including those that may impose additional excise taxes or impact our effective tax rate; U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares; changes in accounting principles, estimates or assumptions; our recognition of future impairment charges; risks relating to or arising from environmental, social and governance (‘ESG’) practices; fluctuation in revenue against our relatively fixed or higher-than-expected expenses; the risk that investment levels increase; the laws of Ireland being different from the laws of the U.S. and potentially affording less protections to the holders of our securities; and our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries.

    The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at http://www.sec.gov or www.wtwco.com.

    Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

    Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

    Contact

    INVESTORS
    Claudia De La Hoz | Claudia.Delahoz@wtwco.com

    WTW
    Supplemental Segment Information
    (In millions of U.S. dollars)
    (Unaudited)
         
    REVENUE    
                  Components of Revenue Change(i)
                        Less:       Less:    
        Three Months Ended
    June 30,
        As Reported   Currency   Constant Currency   Acquisitions/   Organic
        2025     2024     % Change   Impact   Change   Divestitures   Change
                                     
    Health, Wealth & Career                                
    Revenue excluding interest income   $ 1,173     $ 1,251     (6)%   1%   (7)%   (12)%   4%
    Interest income     7       9                      
    Total     1,180       1,260     (6)%   1%   (8)%   (12)%   4%
                                     
    Risk & Broking                                
    Revenue excluding interest income   $ 1,024     $ 950     8%   1%   6%   0%   6%
    Interest income     23       29                      
    Total     1,047       979     7%   1%   6%   0%   6%
                                     
    Segment Revenue   $ 2,227     $ 2,239     (1)%   1%   (2)%   (7)%   5%
    Corporate, reimbursable expenses and other     24       20                      
    Interest income     10       6                      
    Revenue   $ 2,261     $ 2,265     0%   1%   (1)%   (6)%   5%(ii)
                  Components of Revenue Change(i)
                        Less:       Less:    
        Six Months Ended June 30,     As Reported   Currency   Constant Currency   Acquisitions/   Organic
        2025     2024     % Change   Impact   Change   Divestitures   Change
                                     
    Health, Wealth & Career                                
    Revenue excluding interest income   $ 2,331     $ 2,578     (10)%   0%   (10)%   (13)%   3%
    Interest income     14       18                      
    Total     2,345       2,596     (10)%   0%   (10)%   (13)%   3%
                                     
    Risk & Broking                                
    Revenue excluding interest income   $ 2,029     $ 1,900     7%   0%   7%   0%   7%
    Interest income     45       57                      
    Total     2,074       1,957     6%   0%   6%   0%   6%
                                     
    Segment Revenue   $ 4,419     $ 4,553     (3)%   0%   (3)%   (7)%   5%
    Corporate, reimbursable expenses and other     45       41                      
    Interest income     20       12                      
    Revenue   $ 4,484     $ 4,606     (3)%   0%   (3)%   (7)%   5%(ii)
    (i) Components of revenue change may not add due to rounding.
    (ii) Interest income did not contribute to organic change for the three and six months ended June 30, 2025.


    BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME

        Three Months Ended June 30,
        HWC   R&B   Corporate   Total
        2025   2024   2025   2024   2025   2024   2025   2024
    Book-of-business settlements   $     $     $ 3     $ 2     $     $     $ 3     $ 2  
    Interest income     7       9       23       29       10       6       40       44  
    Total   $ 7     $ 9     $ 26     $ 31     $ 10     $ 6     $ 43     $ 46  
        Six Months Ended June 30,
        HWC   R&B   Corporate   Total
        2025   2024   2025   2024   2025   2024   2025   2024
    Book-of-business settlements   $ 2     $     $ 3     $ 4     $     $     $ 5     $ 4  
    Interest income     14       18       45       57       20       12       79       87  
    Total   $ 16     $ 18     $ 48     $ 61     $ 20     $ 12     $ 84     $ 91  


    SEGMENT OPERATING INCOME
    (i)

        Three Months Ended
    June 30,
        2025   2024
                 
    Health, Wealth & Career   $ 280     $ 276  
    Risk & Broking     222       202  
    Segment Operating Income   $ 502     $ 478  
        Six Months Ended
    June 30,
        2025   2024
                 
    Health, Wealth & Career   $ 591     $ 612  
    Risk & Broking     448       405  
    Segment Operating Income   $ 1,039     $ 1,017  
    (i) Segment operating income excludes certain costs, including amortization of intangibles, restructuring costs, transaction and transformation expenses, certain litigation provisions, and to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses reported for U.S. GAAP purposes.


    SEGMENT OPERATING MARGINS

        Three Months Ended June 30,
        2025   2024
    Health, Wealth & Career   23.8%   21.9%
    Risk & Broking   21.2%   20.6%
        Six Months Ended June 30,
        2025   2024
    Health, Wealth & Career   25.2%   23.6%
    Risk & Broking   21.6%   20.7%


    RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE INCOME TAXES

        Three Months Ended June 30,
        2025   2024
                 
    Segment Operating Income   $ 502     $ 478  
    Amortization     (49 )     (60 )
    Restructuring costs           (3 )
    Transaction and transformation(i)     (2 )     (97 )
    Unallocated, net(ii)     (83 )     (106 )
    Income from Operations     368       212  
    Interest expense     (64 )     (68 )
    Other income, net     9       23  
    Income from operations before income taxes and interest in earnings of associates   $ 313     $ 167  
        Six Months Ended June 30,
        2025   2024
                 
    Segment Operating Income   $ 1,039     $ 1,017  
    Amortization     (97 )     (120 )
    Restructuring costs           (21 )
    Transaction and transformation(i)     (2 )     (222 )
    Unallocated, net(ii)     (140 )     (162 )
    Income from Operations     800       492  
    Interest expense     (129 )     (132 )
    Other (loss)/income, net     (55 )     49  
    Income from operations before income taxes and interest in earnings of associates   $ 616     $ 409  
    (i) In addition to legal fees and other transaction costs, includes primarily consulting fees and compensation costs related to the Transformation program.
    (ii)  Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.
    WTW
    Reconciliations of Non-GAAP Measures
    (In millions of U.S. dollars, except per share data)
    (Unaudited)
     
    RECONCILIATIONS OF NET INCOME ATTRIBUTABLE TO WTW TO ADJUSTED DILUTED EARNINGS PER SHARE
           
        Three Months Ended June 30,
        2025   2024
                 
    Net income attributable to WTW   $ 331     $ 141  
    Adjusted for certain items:            
    Amortization     49       60  
    Restructuring costs           3  
    Transaction and transformation     2       97  
    Provision for specified litigation matter (i)           13  
    Net periodic pension and postretirement benefits     (13 )     (21 )
    Tax effect on certain items listed above(ii)     (10 )     (39 )
    Tax effect of significant adjustments     (74 )     (7 )
    Adjusted Net Income   $ 285     $ 247  
                 
    Weighted-average ordinary shares, diluted     100       103  
                 
    Diluted Earnings Per Share   $ 3.32     $ 1.36  
    Adjusted for certain items:(iii)            
    Amortization     0.49       0.58  
    Restructuring costs           0.03  
    Transaction and transformation     0.02       0.94  
    Provision for specified litigation matter (i)           0.13  
    Net periodic pension and postretirement benefits     (0.13 )     (0.20 )
    Tax effect on certain items listed above(ii)     (0.10 )     (0.38 )
    Tax effect of significant adjustments     (0.74 )     (0.07 )
    Adjusted Diluted Earnings Per Share(iii)   $ 2.86     $ 2.39  
        Six Months Ended June 30,
        2025   2024
                 
    Net income attributable to WTW   $ 566     $ 331  
    Adjusted for certain items:            
    Amortization     97       120  
    Restructuring costs           21  
    Transaction and transformation     2       222  
    Provision for specified litigation matter(i)           13  
    Net periodic pension and postretirement benefits     62       (43 )
    Gain on disposal of operations     (14 )      
    Tax effect on certain items listed above(ii)     (38 )     (85 )
    Tax effect of significant adjustments     (74 )     (7 )
    Adjusted Net Income   $ 601     $ 572  
                 
    Weighted-average ordinary shares, diluted     100       104  
                 
    Diluted Earnings Per Share   $ 5.64     $ 3.20  
    Adjusted for certain items:(iii)            
    Amortization     0.97       1.16  
    Restructuring costs           0.20  
    Transaction and transformation     0.02       2.14  
    Provision for specified litigation matter(i)           0.13  
    Net periodic pension and postretirement benefits     0.62       (0.42 )
    Gain on disposal of operations     (0.14 )      
    Tax effect on certain items listed above(ii)     (0.38 )     (0.82 )
    Tax effect of significant adjustments     (0.74 )     (0.07 )
    Adjusted Diluted Earnings Per Share(iii)   $ 5.99     $ 5.53  
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
    (ii) The tax effect was calculated using an effective tax rate for each item.
    (iii) Per share values and totals may differ due to rounding.


    RECONCILIATIONS OF NET INCOME TO ADJUSTED EBITDA

        Three Months Ended June 30,  
        2025   2024  
                   
    Net Income   $ 332   14.7% $ 142   6.3%
    (Benefit from)/provision for income taxes     (21 )     26    
    Interest expense     64       68    
    Depreciation     57       57    
    Amortization     49       60    
    Restructuring costs           3    
    Transaction and transformation     2       97    
    Provision for specified litigation matter(i)           13    
    Net periodic pension and postretirement benefits     (13 )     (21 )  
    Adjusted EBITDA and Adjusted EBITDA Margin   $ 470   20.8% $ 445   19.6%
        Six Months Ended June 30,  
        2025   2024  
                   
    Net Income   $ 571   12.7% $ 336   7.3%
    Provision for income taxes     44       74    
    Interest expense     129       132    
    Depreciation     111       116    
    Amortization     97       120    
    Restructuring costs           21    
    Transaction and transformation     2       222    
    Provision for specified litigation matter(i)           13    
    Net periodic pension and postretirement benefits     62       (43 )  
    Gain on disposal of operations     (14 )        
    Adjusted EBITDA and Adjusted EBITDA Margin   $ 1,002   22.3% $ 991   21.5%
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.


    RECONCILIATIONS OF INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME

        Three Months Ended June 30,  
        2025   2024  
                   
    Income from operations and Operating margin   $ 368   16.3% $ 212   9.4%
    Adjusted for certain items:              
    Amortization     49       60    
    Restructuring costs           3    
    Transaction and transformation     2       97    
    Provision for specified litigation matter(i)           13    
    Adjusted operating income and Adjusted operating income margin   $ 419   18.5% $ 385   17.0%
        Six Months Ended June 30,  
        2025   2024  
                   
    Income from operations and Operating margin   $ 800   17.8% $ 492   10.7%
    Adjusted for certain items:              
    Amortization     97       120    
    Restructuring costs           21    
    Transaction and transformation     2       222    
    Provision for specified litigation matter(i)           13    
    Adjusted operating income and Adjusted operating income margin   $ 899   20.0% $ 868   18.8%
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.


    RECONCILIATIONS OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED INCOME TAXES/TAX RATE

        Three Months Ended June 30,
        2025   2024
                 
    Income from operations before income taxes and interest in earnings of associates   $ 313     $ 167  
                 
    Adjusted for certain items:            
    Amortization     49       60  
    Restructuring costs           3  
    Transaction and transformation     2       97  
    Provision for specified litigation matter(i)           13  
    Net periodic pension and postretirement benefits     (13 )     (21 )
    Adjusted income before taxes   $ 351     $ 319  
                 
    (Benefit from)/provision for income taxes   $ (21 )   $ 26  
    Tax effect on certain items listed above(ii)     10       39  
    Tax effect of significant adjustments     74       7  
    Adjusted income taxes   $ 63     $ 72  
                 
    U.S. GAAP tax rate     (6.8 )%     15.6 %
    Adjusted income tax rate     18.0 %     22.4 %
        Six Months Ended June 30,
        2025   2024
                 
    Income from operations before income taxes and interest in earnings of associates   $ 616     $ 409  
                 
    Adjusted for certain items:            
    Amortization     97       120  
    Restructuring costs           21  
    Transaction and transformation     2       222  
    Provision for specified litigation matter(i)           13  
    Net periodic pension and postretirement benefits     62       (43 )
    Gain on disposal of operations     (14 )      
    Adjusted income before taxes   $ 763     $ 742  
                 
    Provision for income taxes   $ 44     $ 74  
    Tax effect on certain items listed above(ii)     38       85  
    Tax effect of significant adjustments     74       7  
    Adjusted income taxes   $ 156     $ 166  
                 
    U.S. GAAP tax rate     7.1 %     18.1 %
    Adjusted income tax rate     20.5 %     22.3 %
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
    (ii) The tax effect was calculated using an effective tax rate for each item.


    RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW

        Six Months Ended June 30,
        2025   2024
                 
    Cash flows from operating activities   $ 326     $ 431  
    Less: Additions to fixed assets and software     (109 )     (126 )
    Free Cash Flow   $ 217     $ 305  
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Statements of Income
    (In millions of U.S. dollars, except per share data)
    (Unaudited)
                 
        Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025   2024   2025   2024
    Revenue   $ 2,261     $ 2,265     $ 4,484     $ 4,606  
                             
    Costs of providing services                        
    Salaries and benefits     1,449       1,397       2,773       2,739  
    Other operating expenses     336       439       701       896  
    Depreciation     57       57       111       116  
    Amortization     49       60       97       120  
    Restructuring costs           3             21  
    Transaction and transformation     2       97       2       222  
    Total costs of providing services     1,893       2,053       3,684       4,114  
                             
    Income from operations     368       212       800       492  
                             
    Interest expense     (64 )     (68 )     (129 )     (132 )
    Other income/(loss), net     9       23       (55 )     49  
                             
    INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES   313       167       616       409  
                             
    Benefit from/(provision for) income taxes     21       (26 )     (44 )     (74 )
                             
    INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES   334       141       572       335  
                             
    Interest in earnings of associates, net of tax     (2 )     1       (1 )     1  
                             
    NET INCOME   332       142       571       336  
                             
    Income attributable to non-controlling interests     (1 )     (1 )     (5 )     (5 )
                             
    NET INCOME ATTRIBUTABLE TO WTW   $ 331     $ 141     $ 566     $ 331  
                             
    EARNINGS PER SHARE                        
    Basic earnings per share   $ 3.34     $ 1.37     $ 5.68     $ 3.22  
    Diluted earnings per share   $ 3.32     $ 1.36     $ 5.64     $ 3.20  
                             
    Weighted-average ordinary shares, basic     99       103       100       103  
    Weighted-average ordinary shares, diluted     100       103       100       104  
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Balance Sheets
    (In millions of U.S. dollars, except share data)
    (Unaudited)
                 
        June 30,   December 31,
        2025   2024
    ASSETS            
    Cash and cash equivalents   $ 1,963     $ 1,890  
    Fiduciary assets     10,720       9,504  
    Accounts receivable, net     2,364       2,494  
    Prepaid and other current assets     558       1,217  
    Total current assets     15,605       15,105  
    Fixed assets, net     696       661  
    Goodwill     8,938       8,799  
    Other intangible assets, net     1,232       1,295  
    Right-of-use assets     495       485  
    Pension benefits assets     578       530  
    Other non-current assets     934       806  
    Total non-current assets     12,873       12,576  
    TOTAL ASSETS   $ 28,478     $ 27,681  
    LIABILITIES AND EQUITY            
    Fiduciary liabilities   $ 10,720     $ 9,504  
    Deferred revenue and accrued expenses     1,726       2,211  
    Current debt     549        
    Current lease liabilities     124       118  
    Other current liabilities     752       765  
    Total current liabilities     13,871       12,598  
    Long-term debt     4,762       5,309  
    Liability for pension benefits     550       615  
    Provision for liabilities     369       341  
    Long-term lease liabilities     500       502  
    Other non-current liabilities     246       299  
    Total non-current liabilities     6,427       7,066  
    TOTAL LIABILITIES     20,298       19,664  
    COMMITMENTS AND CONTINGENCIES            
    EQUITY(i)            
    Additional paid-in capital     11,012       10,989  
    (Accumulated deficit)/retained earnings     (206 )     109  
    Accumulated other comprehensive loss, net of tax     (2,706 )     (3,158 )
    Total WTW shareholders’ equity     8,100       7,940  
    Non-controlling interests     80       77  
    Total Equity     8,180       8,017  
    TOTAL LIABILITIES AND EQUITY   $ 28,478     $ 27,681  
         
    (i) Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 97,853,208 (2025) and 99,805,780 (2024); Outstanding 97,853,208 (2025) and 99,805,780 (2024) and (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2025 and 2024.
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Statements of Cash Flows
    (In millions of U.S. dollars)
    (Unaudited)
           
        Six Months Ended June 30,
        2025   2024
    CASH FLOWS FROM OPERATING ACTIVITIES            
    NET INCOME   $ 571     $ 336  
    Adjustments to reconcile net income to total net cash from operating activities:            
    Depreciation     111       116  
    Amortization     97       120  
    Non-cash restructuring charges           12  
    Non-cash lease expense     47       49  
    Net periodic cost/(benefit) of defined benefit pension plans     94       (11 )
    Provision for doubtful receivables from clients     7       10  
    Benefit from deferred income taxes     (70 )     (25 )
    Share-based compensation     68       54  
    Net gain on disposal of operations     (14 )      
    Non-cash foreign exchange loss/(gain)     30       (12 )
    Other, net     18       22  
    Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:            
    Accounts receivable     225       118  
    Other assets     (99 )     (161 )
    Other liabilities     (778 )     (242 )
    Provisions     19       45  
    Net cash from operating activities     326       431  
                 
    CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES            
    Additions to fixed assets and software     (109 )     (126 )
    Acquisitions of operations, net of cash acquired     (14 )     (18 )
    Contributions to investments in associates     (8 )      
    Net proceeds from sale of operations     836        
    Net purchases of held-to-maturity securities     (50 )      
    Net purchases of available-for-sale securities     (43 )     (14 )
    Net cash from/(used in) investing activities     612       (158 )
                 
    CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES            
    Senior notes issued           746  
    Debt issuance costs           (9 )
    Repayments of debt     (2 )     (652 )
    Repurchase of shares     (700 )     (301 )
    Net proceeds from fiduciary funds held for clients     141       783  
    Payments of deferred and contingent consideration related to acquisitions     (15 )      
    Cash paid for employee taxes on withholding shares     (43 )     (24 )
    Dividends paid     (179 )     (176 )
    Acquisitions of and dividends paid to non-controlling interests     (2 )     (3 )
    Net cash (used in)/from financing activities     (800 )     364  
                 
    INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH     138       637  
    Effect of exchange rate changes on cash, cash equivalents and restricted cash     207       (53 )
    CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)     4,998       3,792  
    CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)   $ 5,343     $ 4,376  
         
    (i) The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in the Supplemental Disclosure of Cash Flow Information section.

    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

        Six Months Ended June 30,
        2025   2024
                 
    Supplemental disclosures of cash flow information:            
    Cash and cash equivalents   $ 1,963     $ 1,247  
    Fiduciary funds (included in fiduciary assets)     3,380       3,129  
    Total cash, cash equivalents and restricted cash   $ 5,343     $ 4,376  
                 
    Decrease in cash, cash equivalents and other restricted cash   $ (3 )   $ (154 )
    Increase in fiduciary funds     141       791  
    Total (i)   $ 138     $ 637  
    (i) Does not include the effect of exchange rate changes on cash, cash equivalents and restricted cash.

    The MIL Network

  • MIL-OSI: Axi Honoured with Five Awards by World Business Outlook Awards for 2025

    Source: GlobeNewswire (MIL-OSI)

    SYDNEY, July 31, 2025 (GLOBE NEWSWIRE) — Axi, an industry-leading global broker, has been recognised with five awards* from the World Business Outlook Awards for 2025, marking a significant milestone in its continued growth and commitment to excellence:

    Best CFD Provider Australia

    Best Forex Trading Platform Australia

    Best 24/7 Customer Service Provider Australia

    Best Forex Broker Australia

    Most User-Friendly Trading Experience Australia

    We are beyond proud and humbled to receive five awards from World Business Outlook Awards,” said Louis Cooper, CCO at Axi. “This recognition reflects and reinforces our mission to help our traders and partners gain the edge they need to stay ahead in this rapidly evolving industry. From providing the best-in-class trading platform and backing it up with top-tier customer service, we’re incredibly excited to see our efforts reaffirmed.

    The latest accolade follows a series of other notable achievements for Axi. Earlier this year, Global Business and Finance Magazine Awards recognised Axi with the ‘Best Financial Institution 2025’ award for the UK, Middle East, and LatAm markets. In 2024, the broker received widespread industry acclaim with the ‘Innovator of the Year’ award at the 2024 Dubai Forex Expo. That same year, Axi was named Best Broker (MENA), Most Trusted Broker (LatAm), Most Reliable Broker (Europe), and Best Introducing Broker Program (Asia) by Global Forex Awards.

    About Axi

    Axi is a global online FX and CFD trading company, with thousands of customers in 100+ countries worldwide. Axi offers CFDs for several asset classes including Forex, Shares, Gold, Oil, Coffee, and more.

    For more information or additional comments from Axi, please contact: mediaenquiries@axi.com

    *These awards are granted to the Axi group of companies.

    The MIL Network