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Category: Finance

  • MIL-Evening Report: Auckland is NZ’s ‘primate city’ but its potential remains caged in by poor planning and vision

    Source: The Conversation (Au and NZ) – By Timothy Welch, Senior Lecturer in Urban Planning, University of Auckland, Waipapa Taumata Rau

    Getty Images

    The recent report comparing Auckland to nine international peer cities delivered an uncomfortable truth: our largest city is falling behind, hampered by car dependency, low-density housing and “weak economic performance”.

    The Deloitte State of the City analysis was no surprise to anyone who has watched successive governments treat the city as a problem to manage, rather than an engine to fuel.

    The report’s findings were stark: Auckland rates 82nd out of 84 cities globally for pedestrian friendliness, and its car-dependent transport system is more carbon-intensive and slower to decarbonise than peer cities.

    This is the direct result of decades of planning failures, including what urban researchers call the 1970s “great down-zoning” which halved central Auckland’s housing capacity.

    This isn’t just Auckland’s problem. When we mismanage what geographers call a “primate city,” it reveals our fundamental misunderstanding of how modern economies work.

    The concept of the primate city was formalised by geographer Mark Jefferson in 1939. Such cities are defined as being “at least twice as large as the next largest city and more than twice as significant”.

    Auckland fits this definition perfectly. With more than 1.7 million people, it is over four times larger than Christchurch or the greater Wellington region. The city accounts for 34% of New Zealand’s population and is projected to hit 40% of the working-age population by 2048.

    Auckland contributes 38% of New Zealand’s gross domestic product and its per-capita GDP is 15% higher than the rest of the country’s. Its most productive area, the central business district, enjoys a 40% productivity premium over the national average.

    To economists, these numbers represent the “agglomeration benefits” research shows primate cities generate. It is the economic effect of combining businesses, talent and infrastructure.

    Yet New Zealand systematically underinvests in the very place generating this outsized economic contribution.

    A pattern of infrastructure failure

    Auckland’s infrastructure deficit follows a predictable pattern. The City Rail Link, while progressing, has grown from an initial budget of NZ$2-3 billion to $5.5 billion, with opening delayed until 2026.

    Light rail was cancelled entirely after years of planning. A second harbour crossing has been studied for decades without a shovel hitting dirt. Each represents billions in opportunity costs while congestion worsens.

    This goes well beyond project mismanagement. It is a deep structural problem.

    The Infrastructure Commission-Te Waihanga identifies a $210 billion national infrastructure shortfall, with Auckland bearing a disproportionate burden despite generating a disproportionately high level of revenue.

    International research by the OECD shows successful countries treat metropolitan regions as engines of national growth, not a burden.

    The ‘Wellington problem’

    Public policy expert Ian Shirley called it the “Wellington Problem”: the way Auckland’s governance became an obsession for politicians and bureaucrats based in Wellington.

    The tension dates to 1865 when the capital was moved from Auckland to Wellington, establishing a pattern where political power was deliberately separated from economic power.

    Auckland loses an estimated $415.35 million annually in GST collected on rates. This goes to Wellington and into government revenue rather than being reinvested locally. Central government properties in Auckland, worth $36.3 million in rates, are exempt from payment while still using Auckland’s infrastructure.

    When Auckland speaks with “one voice” through its unified council, Wellington responds with legislative overrides.

    The recent National Land Transport Programme, for example, cut Auckland’s transport funding by $564 million. Mayor Wayne Brown said the government’s transport policy “makes zero sense for Auckland”.

    Learning from others

    The contrast with international approaches reveals just how counterproductive New Zealand’s approach has been.

    London has an integrated Transport for London authority with congestion charging powers, generating £136 million annually for reinvestment. Paris is investing more than €35 billion in the Grand Paris Express transit project.

    Japan’s “Quality Infrastructure Investment” principles include ¥13.2 trillion in regional infrastructure investment. Australia’s A$120 billion infrastructure programme explicitly recognises its largest cities contribute over 50% of GDP and require proportional investment.

    Research has shown excessive urban concentration in one country can create problems. But denying the primate city resources only leads to a “deterioration in the quality of life” that drags down the entire national economy.

    The solution lies in making strategic investments that maximise the benefits of agglomeration while managing any negative costs to the national economy.

    Growing pains

    Auckland isn’t a problem to be managed, it is an asset to be leveraged. Every successful developed economy has learned this lesson. Paris generates 31% of France’s GDP and gets treated accordingly.

    Seoul produces 23% of South Korea’s output and receives massive infrastructure investment. Tokyo drives Japan’s economy.

    The international evidence is unambiguous: countries that strategically invest in their primate cities achieve higher productivity growth and maintain competitive advantages.

    Auckland doesn’t need sympathy or special treatment. It needs what every primate city in every successful economy gets: infrastructure investment proportional to its economic contribution, governance structures that reflect its scale, and political leadership that understands agglomeration economics.

    The question isn’t whether Auckland is too big. The question is whether New Zealand is big enough to nurture its primate city.

    Timothy Welch does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    – ref. Auckland is NZ’s ‘primate city’ but its potential remains caged in by poor planning and vision – https://theconversation.com/auckland-is-nzs-primate-city-but-its-potential-remains-caged-in-by-poor-planning-and-vision-261176

    MIL OSI Analysis – EveningReport.nz –

  • MIL-OSI USA: Rosen Calls on Senate Republicans to Reject Trump Administration’s Devastating Housing Cuts

    US Senate News:

    Source: United States Senator Jacky Rosen (D-NV)

    WASHINGTON, DC – Today, U.S. Senator Jacky Rosen (D-NV) called on the members of the Senate Appropriations Subcommittee overseeing housing funding to reject the Trump Administration’s proposed cuts to affordable housing programs. The proposed 44 percent cut to the Department of Housing and Urban Development’s (HUD) budget in the Fiscal Year 2026 Budget Request would eliminate or severely reduce funding for critical programs that Nevadans and Americans nationwide depend on.
    “The Trump Administration’s proposed cuts threaten many of the key housing programs Nevadans depend on to be able to afford a home,” wrote Senator Rosen. “HUD programs have helped build thousands of homes in Nevada, with CDBG assisting nearly 4,800 low-income households and the HOME program building or preserving nearly 9,000 homes in the state. With Nevada facing the largest shortfall of affordable housing nationwide, eliminating these successful programs will undoubtedly worsen the current housing shortage.”
    “If enacted, it is clear the Trump Administration’s proposed housing cuts would have catastrophic impacts in Nevada – hindering affordable housing development, threatening the housing security of thousands of Nevadans, and crippling the ability of Public Housing Agencies and nonprofits to provide housing resources,” she continued. “To avoid these consequences, I call on the Senate Appropriations Subcommittee on Transportation, Housing, and Urban Development to reject President Trump’s harmful proposed cuts and fully fund the proven federal affordable housing, homelessness, and community development programs communities in Nevada and across the country rely on.”
    The full letter can be found HERE.
    Senator Rosen has long championed efforts to make housing more affordable for hardworking Nevadans. She helped introduce the Housing Choice Vouchers Fairness Act, which updates HUD’s outdated voucher allocation formula to ensure rapid-growth cities like Las Vegas receive more funding. Senator Rosen is also a co-sponsor of the Affordable Housing Credit Improvement Act to raise low‑income housing tax credits by 50 percent to spur new affordable developments across the state. Last year, Senator Rosen celebrated securing over $43 million in HUD housing grants for Nevada, which helped fund Community Development Block Grants and HOME Investment Partnership Program investments.

    MIL OSI USA News –

  • MIL-OSI: Cre8 Enterprise Limited Announces Pricing of Initial Public Offering and Listing on Nasdaq

    Source: GlobeNewswire (MIL-OSI)

    Hong Kong, July 22, 2025 (GLOBE NEWSWIRE) — Cre8 Enterprise Limited (Nasdaq: CRE) (the “Company”), a Hong Kong-based integrated financial printing service provider, today announced the pricing of its initial public offering (the “Offering”) of 1,450,000 Class A ordinary shares (the “Class A Ordinary Shares”) on July 22, 2025, at a price of $4.00 per Class A Ordinary Share (the “Offering Price”).

    The Class A Ordinary Shares are expected to begin trading on the Nasdaq Capital Market on July 23, 2025 under the symbol “CRE”. The Offering is expected to close on July 24, 2025, subject to the satisfaction of customary closing conditions.

    The Company expects to receive gross proceeds of approximately US$5.8 million from the Offering, before deducting underwriting discounts and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 217,500 Class A Ordinary Shares of the Company, at the Offering Price, representing 15% of the Class A Ordinary Shares sold in the Offering (the “Over-allotment”). 

    The Company intends to use the net proceeds for upgrading the Company’s office in the Central District in Hong Kong and expanding its business, expanding its workforce and staff training, upgrading and/or acquiring equipment and information technology systems, and for working capital and other general corporate purposes.

    The Offering is being conducted on a firm commitment basis. American Trust Investment Services, Inc. is acting as the representative of the underwriters, with Prime Number Capital, LLC acted as the co-underwriter (collectively, the “Underwriters”) for the Offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company. Winston & Strawn LLP acted as the legal counsel to the Underwriters in connection with the Offering. 

    The Offering is being conducted pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-281629) previously filed with, and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 22, 2025. The Offering is being made only by means of a prospectus. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, electronic copies of the prospectus relating to the Offering may be obtained from American Trust Investment Services, Inc. by standard mail to 1244 119th Street, Whiting, IN 46394, by telephone at +1 (219) 473-5542 or via email at IB@amtruinvest.com; or from Prime Number Capital, LLC by standard mail to Prime Number Capital, LLC, 12 E 49 St, Floor 27, New York, NY 10017, by email at info@pncps.com, or by telephone at +1 (516) 717-5671.

    Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

    About Cre8 Enterprise Limited

    Cre8 Enterprise Limited provides 24/7 integrated financial printing services for listed companies, IPO applicants and private companies in the finance and capital market in Hong Kong under its brand, “Cre8”. The services cover concept creation and artwork design, typesetting, proofreading, translation, printing, binding, logistics arrangement, uploading or making e-submissions of customers’ financial reports and compliance documents and media placements. In addition to these core services, it has expanded its offerings to include complementary design services such as website design, branding, and content creation for marketing materials. Moreover, it is now providing technological support to its customers by disseminating and publishing announcements, circulars, financial reports, and industry news feeds through a website of its “Cre8IR” brand. 

    Forward-Looking Statements

    This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Class A Ordinary Shares on the Nasdaq Capital Market, its intended use of proceeds and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

    For more information, please contacts:

    Cre8 Enterprise Limited

    Email: ir@cre8corp.com
    Phone: +852 3693 2688

    The MIL Network –

  • MIL-OSI USA: At Nomination Hearing, Warren Secures Agreement from Trump Treasury Nominee to Work on Raising Deposit Insurance Limits for Business Transaction Accounts

    US Senate News:

    Source: United States Senator for Massachusetts – Elizabeth Warren
    July 22, 2025
    “Raising FDIC insurance limits is a common-sense policy that levels the playing field for the small and mid-sized banks that actually lend to small businesses.”
    Watch here (YouTube)
    Washington, D.C. – Today, U.S. Senator Elizabeth Warren (D-Mass.), member of the Senate Finance Committee and Ranking Member of the Senate Banking, Housing, and Urban Affairs Committee, secured an agreement from Jonathan McKernan, nominee to be Undersecretary of the Treasury for Domestic Finance, on working together towards increasing the limit for deposit insurance for business transaction accounts to help level the playing field in our banking system. Republican Senator James Lankford had a similar exchange with Mr. McKernan at the hearing, underscoring the bipartisan interest in deposit insurance reform.
    Below is the full transcript of Ranking Member Warren’s questioning with McKernan:
    Ranking Member Warren: FDIC insurance is limited to $250,000. Above that, customers with bigger deposits are supposed to wait in line and hope they can recover a portion of their funds when a bank fails.
    In March 2023, Silicon Valley Bank and Signature Bank blew up, creating the third- and fourth-largest bank failures in U.S. history. In order to prevent additional bank runs and a full-blown financial crisis, the Fed, FDIC, and Treasury took the extraordinary step of guaranteeing all—ALL—uninsured deposits at those banks. That meant that huge companies, like the venture capital firm Sequoia, crypto company Circle, and electronics company Roku, had billions of dollars in deposits and they didn’t lose a penny. FDIC made good on all of it.
    Now I want to contrast that with what Senator Lankford said about the treatment of two small bank failures in Oklahoma and Texas in the years after SVB crashed. Local small businesses, like pharmacies, grocery stores, and construction companies that kept payroll and other money at these community banks, got $250,000 in FDIC coverage and lost millions of dollars of the uninsured balance.
    People understand which banks will—and won’t—get bailed out if there’s trouble. In the week following SVB’s crash, $100 billion in deposits left smaller banks, while the largest 25 banks saw $120 billion in new deposits.
    Mr. McKernan, you were a Board Member at the FDIC in 2023 when SVB and Signature collapsed and you saw some of these dynamics up close. Has it become clear to the market that, in the event of failure, depositors at giant banks will get fully reimbursed while depositors at small banks may not?
    Jonathan McKernan: Senator I was at the FDIC during those events. What I would say is, by law, uninsured depositors are at risk of loss. There has been a developing market expectation to the contrary at least with respect to large banks. The events around SVPB and signature may have reinforced that market expectation
    Warren: Mr. McKernan, can you explain the implications of this two-tier system on both the banking system and broader economy?
    McKernan: As the Secretary said, he is focused on the mainstream. What that means as a practical matter for me is it will focus on community banks and on every main street there is a community bank all too often that is a community bank under pressure whether from a mounting compliance burden or this market perception that may advantage the largest banks. So I think a central issue for financial regulation is how we ensure community banks continue to play a role in the financial system of the future
    Warren: One way to help level the playing field is to increase deposit insurance limits for business transaction accounts – bank accounts that businesses use to make payroll and rent. Banks that benefit from the increase would pay for this expanded coverage ahead of time through their regular deposit insurance premiums.
    This would help smaller banks compete. It also would require big banks to start paying for some of the insurance coverage they’ve been implicitly receiving for free. If small and mid-sized businesses are protected, this could also limit the government’s impulse to bail out giant banks whenever trouble hits.
    Mr. McKernan, this idea has received broad bipartisan support. Do you believe that Congress should increase deposit insurance limits for business transaction accounts?
    McKernan: Senator, as I was discussing with Senator Lankford, the Secretary has spoken on this and expressed a real interest in exploring an increase in the cap on deposit insurance for business, payment accounts, that would obviously require legislation, that would require congressional action. But I did recently discuss this issue with him. He’s heard this issue over and over again from many, many community banks that he’s met with inside the Treasury and outside the Treasury. The bottom line here is the Secretary would be very eager to see legislation to that effect to move the cap up on deposit insurance for business and community banks.
    Warren: Will you work with me and Chairman Scott on the Banking Committee to get this done?
    McKernan: Yes, Senator.
    Warren: Great. The giant banks don’t need another subsidy. Raising FDIC insurance limits is a common-sense policy that levels the playing field for the small and mid-sized banks that actually lend to small businesses.

    MIL OSI USA News –

  • MIL-OSI USA: WATCH: Padilla Sets the Record Straight on Trump Administration’s Harmful Mass Deportation Agenda

    US Senate News:

    Source: United States Senator Alex Padilla (D-Calif.)

    WATCH: Padilla Sets the Record Straight on Trump Administration’s Harmful Mass Deportation Agenda

    Highlighted testimony from Alejandro Barranco — a veteran and the son of Narciso, who was violently detained by masked CBP agents in Orange County

    WATCH: Padilla criticizes Trump and Republicans for backtracking on pledge to target violent criminalsWASHINGTON, D.C. — Today, U.S. Senator Alex Padilla (D-Calif.), Ranking Member of the Senate Judiciary Immigration Subcommittee, joined a Senate Judiciary Subcommittee hearing to set the record straight on President Trump and Stephen Miller’s cruel mass deportation campaign, blasting the Administration for intentionally stoking fear and scapegoating immigrants.
    Padilla emphasized that far from the Trump Administration’s stated plan to target violent criminals, less than 10 percent of immigrants whom Immigration and Customs Enforcement (ICE) has taken into custody have serious criminal convictions, and there has been a staggering 500 percent increase in the number of arrests of noncitizens without criminal records. He stressed that these ICE sweeps often illegally profile and target people based on their race, accents, or occupation, while hurting the economy by ripping away farm workers, service industry employees, and other essential workers.
    Padilla called out Republicans for attempting to distract from the sharp turn in public opinion away from the President’s immigration policy by relitigating complaints from the Biden presidency more than six months into Trump’s second term. An all-time record 79 percent of Americans believe immigration is a good thing for the country.
    He also criticized the $150 billion funding surge to carry out Trump’s enforcement agenda in Republicans’ billionaire-first reconciliation bill, underscoring that ICE’s budget is now larger than the budget of the Federal Bureau of Investigation (FBI); Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF); Drug Enforcement Administration (DEA); U.S. Marshals Service, and Bureau of Prisons combined.
    “It’s clear why we’re here today: we’re here because Donald Trump is scapegoating immigrants,” Padilla said in committee. “It’s always been his outlet. This is their break-glass-in-case-of-emergency option when public sentiment turns against them and their agenda. It hasn’t been about only targeting violent criminals and it’s certainly not about fixing or modernizing our immigration system.”
    Padilla questioned three witnesses on the Trump Administration’s harmful immigration enforcement. He asked Deborah Fleischaker, a former ICE Acting Chief of Staff and longtime Department of Homeland Security official, to set the record straight that the Biden Administration encouraged ICE to do its job to detain violent criminals. He also highlighted the need for additional funding beyond immigration enforcement to support the hiring of more immigration judges and asylum officers.
    Padilla heard further from Alejandro Barranco — a Marine veteran and the eldest son of Narciso Barranco, who was violently detained by masked Customs and Border Protection (CBP) agents in Orange County — about the dangers of indiscriminate immigration enforcement, including sweeping up hardworking people with no history of violent crime.
    PADILLA: The way they present it, the way they talk about President Biden’s administration and prior Democratic administrations is like it was never a priority for Democratic administrations to go after criminals, and that Democrats and Democratic administrations just didn’t care about the presence of dangerous people in our communities. Simply not true. … Ms. Fleischaker, you were in ICE leadership. In your view, in your experience, did the Biden Administration ever restrain ICE from pursuing serious criminals?
    FLEISCHAKER: We absolutely did not stop ICE agents from enforcing the law and going after public safety threats. In fact, we encouraged them to do so. We very much want to want to find and arrest public safety threats in the community. […]
    PADILLA: I don’t think anyone here would disagree with the idea of rooting out the ‘worst of the worst,’ even if we disagree over what immigration policy should be, but I believe it’s unacceptable that these raids are so indiscriminate that they end up sweeping up people with no history of violent crime, hardworking people trying to give their children a better life, like Alejandro’s father, Narciso. Alejandro, question is for you. … Is there anything else that you would like to share about the cruelty with which your father was treated or what your family’s gone through?
    BARRANCO: I think that the way they treated him and the way they handled that situation was very unprofessional. It showed men who were not trained. It doesn’t seem like it. … They were running with guns in their hand, with fingers on the trigger, pointing it at civilian vehicles. And honestly, I don’t think that’s for the best of public safety, and I believe that they should have better training and go out and chase after the real criminals.
    PADILLA: Well, I couldn’t agree more, and the more resources, personnel, funding, and otherwise that’s directed at again, just broad-based enforcement is less focus, less prioritization of those violent criminals that we know are out there, the Administration knows are out there, but they’re not the clear priority or focus.
    Padilla also expressed concern about indiscriminate immigration raids creating widespread fear, keeping people home from work, businesses, church, and public spaces, while limiting the reporting of crimes. He heard from Dr. Giovanni Veliz, a retired Minneapolis Police Department Commander, about the importance of building trust with immigrant communities to combat crime and keep police officers safe.
    Video of Senator Padilla’s opening remarks is available here, and his questions are available here.
    More information on the hearing is available here.

    MIL OSI USA News –

  • MIL-OSI New Zealand: Trade – NZ-UAE trade deal a boost to export and investment – ExportNZ

    Source: BusinessNZ

    ExportNZ welcomes news of the United Arab Emirates Comprehensive Economic Partnership Agreement Legislation Amendment Bill passing into law last night, saying it marks the next step forward in seeing the Agreement between New Zealand and UAE provide a boost to exporters.
    Executive Director Joshua Tan says recent engagements with exporters nationwide proves there is plenty of interest from businesses to explore opportunities in the UAE.
    “The UAE is a fast-moving, high-value market with demand for exactly the kinds of quality, sustainable, and trusted products and services New Zealand is known for.
    “We not only see opportunities for exporting products and services to the UAE, but also fostering investment opportunities in New Zealand. We are excited about the potential for growth in the New Zealand-Emirati economic relationship.
    “ExportNZ acknowledges the hard work of our government officials and the Minister for Trade & Investment for moving quickly to conclude and pass this high-quality agreement. We look forward to notification of when the Comprehensive Economic Partnership Agreement will come into force for exporters to begin leveraging.”
    The BusinessNZ Network including BusinessNZ, EMA, Business Central, Business Canterbury and Business South, represents and provides services to thousands of businesses, small and large, throughout New Zealand.

    MIL OSI New Zealand News –

  • MIL-OSI New Zealand: CE03162 [2025] NZPrivCmr2 – Finance business did not recognise that a fraud incident was also a notifiable privacy breach

    Source: Privacy Commissioner

    What happened

    A finance business received a phone call from a person claiming to be an existing customer. They knew the name, date of birth and address of the customer and were able to mislead customer centre staff at the finance business. They obtained further personal information about the customer, accessed their account, and made changes to their password settings. 

    The customer noticed their account had been changed and contacted the finance business, which took steps to protect the customer’s account by applying warning notes on the account. Yet the other person was able to bypass these protections multiple times, make further changes to the customer’s information and used their account for unauthorised transactions. 

    The customer repeatedly said someone was accessing their account, and both using and making changes to their personal information. The finance business did not identify these concerns as privacy issues and only focussed on the fraud aspect of the customer’s concerns. 

    The affected customer raised a complaint with OPC.

    Relevant privacy concerns

    This matter raised several concerns under the Privacy Act 2020:

    1. Principle 5 states agencies must ensure there are safeguards in place that are reasonable in the circumstances to prevent loss, misuse or disclosure of personal information.
    2. Principle 8 states that agencies must check before using or disclosing personal information that it is accurate, up to date, complete, relevant and not misleading.
    3. Principle 11 states that an organisation may generally only disclose personal information for the purpose for which it was originally collected. Sometimes other reasons for disclosure are allowed, such as disclosure, where an individual has consented to their information being shared or disclosure is necessary to prevent a serious threat to a person’s safety.
    4. Section 114 requires agencies to notify the Privacy Commissioner as soon as practicable after becoming aware of a notifiable privacy breach. 

    Our complaint investigation

    We investigated the complaint and formed a preliminary view that the finance business had breached principles 5, 8, and 11. On that basis, we worked with the complainant and the finance business to resolve the issue, with the finance business taking steps to protect the complainant’s account and agreed to financial compensation for the emotional harm caused by the breach. 

    Although the specific complaint was resolved, we had wider concerns about the finance business’s privacy practices and so the matter was referred to our Compliance and Enforcement Team for review.  

    Compliance review into the privacy breach

    On reviewing the matter, we identified that the finance business’s actions amounted to a notifiable privacy breach. As the agency had failed to report it to OPC, the requirements of the Privacy Act were not met. 

    We raised concerns about the limited customer verification steps to confirm the customer. This deficiency allowed the individual to obtain more details about the customer’s account and make several changes to the initial settings. 

    We also identified a failure to follow internal procedures by staff to verify the additional security placed on the customer’s account. This failure led to missing multiple times the additional password and warning notes that were place on that account. 

    A lack of understanding the overlap between fraud incidents and privacy breach incidents as well as unclear privacy incident management plans led the finance business to miss its statutory obligation for reporting this privacy breach incident to OPC. They were of the belief that because the individual already had details of the customer obtained elsewhere it was not a privacy matter and as the unauthorised transactions were reimbursed there was no harm caused to the customer.  

    In this case, the unauthorised access to sensitive financial information created a high likelihood of harm for the customer, not only financial but also emotional harm due to the significant stress the customer experienced after seeing their account was bypassed multiple times. We determined the finance business breached the Privacy Act. 

    Compliance response

    We considered our compliance options for the breaches of the Privacy Act using our Compliance and Enforcement Regulatory Action Framework.

    In this case, the finance business engaged productively with both OPC and the affected individual. We took into consideration its willingness to learn and acknowledgement that it failed to comply with the Privacy Act. They immediately took steps to improve its processes in relation to customer verification checks as well as conducting privacy training for all staff.

    We instructed the finance business to meet its statutory obligation and notify the privacy breach incident to OPC as well as review its privacy breach management plans and share the reviewed documents with OPC.

    Conclusion

    Fraud is a growing problem in the finance industry, and it raises significant privacy concerns, primarily due to the sensitive nature of financial information and the potential for privacy breaches. These breaches can compromise customer information, leading to financial loss, reputational damage, emotional harm, stress, anxiety and violation of privacy.

    Finance businesses such as banks and lending institutions are common targets for fraud and often hold large volumes of sensitive personal information. In some cases, staff may inadvertently disclose personal information in response to fraudulent requests, potentially breaching the Privacy Act.

    This incident highlights the importance of robust identity verification in high-risk sectors and compliance with statutory obligations under the Privacy Act. 

    Resources available

    MIL OSI New Zealand News –

  • MIL-OSI United Nations: Noting Almost 3 Billion People Lack Safe Place to Live, Deputy Secretary-General Urges Investment in Adequate Housing as Both Development, Peace Infrastructure

    Source: United Nations General Assembly and Security Council

    Following are UN Deputy Secretary-General Amina Mohammed’s remarks, as prepared for delivery, at the joint Economic and Social Council and the United Nations Human Settlements Programme (UN-Habitat) high-level dialogue on adequate housing, today:

    It is a privilege to join you today for this important dialogue.  I thank the President of the Economic and Social Council and UN-Habitat for convening us at such a critical moment.

    Let me begin with a simple question:  What did it take for us to be here today?  We woke up somewhere safe.  We had an address where documents could reach us, where our families knew to find us.  We had a place to eat a meal, charge our phones and prepare for this day.  For almost 3 billion people on our planet, none of that is guaranteed.

    This is why today’s dialogue — at this critical moment during the High-Level Political Forum — matters so urgently.  Housing is not simply about a roof over one’s head.  It is a fundamental human right and the foundation upon which peace itself rests.  Sustainable development and sustainable peace are inseparable.

    Today, in an increasingly urbanized world, almost 3 billion people still live in inadequate conditions, in informal settlements, overcrowded housing or with no shelter at all.  Among them are more than 120 million refugees and internally displaced persons — families torn from their homes by conflict, persecution and violence.

    When homes are destroyed, when families are forced to flee, when communities are uprooted, we witness how housing becomes both a casualty and weapon of war.  In Gaza, in Ukraine, in Sudan, in Yemen, in Myanmar and beyond, we have seen this time and again.

    There is no safe housing in rubble, and without shelter, we lose the very basis of social cohesion and stability that makes peace possible.  This crisis touches every Sustainable Development Goal we’ve committed to achieving by 2030.

    We often say that home is where the heart is.  Our work on housing sits at the very heart of the Sustainable Development Goals, and when we secure adequate housing for all, we nurture the conditions where every other goal can flourish.

    We know that when people have access to safe, adequate, and affordable housing, children perform better in school.  Workers are more productive.  Health outcomes improve dramatically.  Decent work becomes accessible.  Communities become more resilient to the forces that fuel conflict and division.  And while adequate housing cannot eliminate gender-based violence within the home, it reduces women and girls’ exposure to violence in public spaces.

    So, the reality is that the ambition of the 2030 Agenda to leave no one behind begins with something as fundamental as a safe place to call home. By 2030, 60 per cent of the world’s population will live in cities, rising to nearly 70 per cent by 2050.

    We have the tools and the commitment to grow cities, not slums, guided by the New Urban Agenda’s call for planned, inclusive urbanization that ensures housing, services and dignity for all.  Success or failure to deliver on our commitments will depend on our ability to act urgently and work together.

    At the Financing for Development Forum, Member States rightly called for bold reforms and investments to strengthen the social contract.  That must include housing, not as a stand-alone project, but as a driver of inclusive development.

    The Pact for the Future reaffirmed the 2030 Agenda and gave us a mandate to make multilateralism deliver in the lives of people, in the neighbourhoods where they live.  It also gave us a mandate to prevent conflict and sustain peace — and housing sits at the intersection of both.

    Later this year, the Second World Social Summit offers us an opportunity to reaffirm that housing is critical for social protection, decent work, access to services, and essential to building a just and cohesive society.  It is also an opportunity to recognize housing as a pillar of conflict prevention and peacebuilding.

    As Chair of the UN Sustainable Development Group, I see how country teams are working every day with governments, civil society and local and regional governments to advance these goals.

    But we need to do more.  Concretely, that means aligning political commitment and financing with the urgency and scale of the challenge.  It means investing in adequate housing, not just as development infrastructure, but peace infrastructure.

    We also need to bring to the centre those who are too often pushed to the margins:  women, young people, older persons, persons with disabilities, Indigenous Peoples, displaced populations and people living in homelessness.

    Their voices and experiences must inform the policies and solutions because they know what works, what’s missing, and they can inform the solutions we need to scale.  They also know intimately the connections between displacement, insecurity and conflict. Their involvement is the best measure of our commitment to equity, dignity and human rights.

    The first place where opportunity begins or where it is denied is not an office building or a school – it’s a home.  Together, let’s deliver not only shelter, but lasting solutions that offer security and a path to prosperity.  Not only four walls and a roof, but the opportunity to live in dignity.

    MIL OSI United Nations News –

  • MIL-OSI Security: Springfield Man Sentenced to 25 Years for Methamphetamine Trafficking, Illegal Firearms

    Source: Office of United States Attorneys

    SPRINGFIELD, Mo. – A Springfield, Mo., man was sentenced in federal court today for his role in a conspiracy to distribute large amounts of methamphetamine in Greene County, Mo., and possessing firearms.

    Russell Lee Deck, Jr., 47, was sentenced by U.S. District Court Judge Brian C. Wimes to a total sentence of 25 years in federal prison without parole, followed by three years of supervised release.

    On Nov. 8, 2024, Deck pleaded guilty to one count of conspiracy to distribute methamphetamine and one count of possessing a firearm in furtherance of a drug trafficking crime. Deck admitted he participated in a conspiracy to distribute methamphetamine in Greene County from June 1 to Aug. 25, 2022, and to possessing firearms.

    The drug trafficking conspiracy ended when a Springfield police officer attempted to conduct a traffic stop on Deck on Aug. 18, 2022. When the officer pulled behind Deck’s vehicle in a hotel parking lot and activated his lights, Deck put the car in reverse and rammed the officer’s vehicle. The officer got out of his vehicle, pulled his duty weapon, and ordered the vehicle’s occupants to stop. Instead, Deck drove forward, then put his vehicle in reverse and rammed the officer’s vehicle again before fleeing the parking lot.

    A police pursuit ensued, with Deck driving at a high rate of speed in a residential neighborhood, while Deck’s passenger shot at the officer’s vehicle. The pursuit ended when Deck crashed into a Jeep SUV at an intersection. While the Jeep suffered significant damage, the innocent driver appeared to be unharmed. Deck’s passenger fled the crash on foot and was arrested after Greene County deputies found the passenger hiding under a car. Shell casings and damage from gunfire were located throughout the neighborhood.

    Officers removed Deck from the wrecked vehicle and found two bags containing a total of 46.2 grams of methamphetamine in Deck’s pockets. Inside Deck’s vehicle, officers found two handguns on the front passenger side floorboard.

    Deck’s passenger who fired the shots during the pursuit, Blake Basten, was sentenced in federal court to a total sentence of 10 years for two counts of felon in possession of a firearm on Feb. 27, 2024.

    Deck’s co-defendant in the drug trafficking conspiracy, Justin Hollingsworth, was sentenced to a total sentence of 18 years for conspiracy to distribute methamphetamine and possession of a firearm in furtherance of a drug trafficking crime on June 24, 2024.

    This case was prosecuted by Assistant U.S. Attorney Stephanie Wan. It was investigated by the Bureau of Alcohol, Tobacco, Firearms and Explosives, the Federal Bureau of Investigation, and the Springfield, Mo., Police Department.

    Project Safe Neighborhoods

    This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone. On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results.

    MIL Security OSI –

  • MIL-OSI Security: Springfield Man Sentenced to 25 Years for Methamphetamine Trafficking, Illegal Firearms

    Source: Office of United States Attorneys

    SPRINGFIELD, Mo. – A Springfield, Mo., man was sentenced in federal court today for his role in a conspiracy to distribute large amounts of methamphetamine in Greene County, Mo., and possessing firearms.

    Russell Lee Deck, Jr., 47, was sentenced by U.S. District Court Judge Brian C. Wimes to a total sentence of 25 years in federal prison without parole, followed by three years of supervised release.

    On Nov. 8, 2024, Deck pleaded guilty to one count of conspiracy to distribute methamphetamine and one count of possessing a firearm in furtherance of a drug trafficking crime. Deck admitted he participated in a conspiracy to distribute methamphetamine in Greene County from June 1 to Aug. 25, 2022, and to possessing firearms.

    The drug trafficking conspiracy ended when a Springfield police officer attempted to conduct a traffic stop on Deck on Aug. 18, 2022. When the officer pulled behind Deck’s vehicle in a hotel parking lot and activated his lights, Deck put the car in reverse and rammed the officer’s vehicle. The officer got out of his vehicle, pulled his duty weapon, and ordered the vehicle’s occupants to stop. Instead, Deck drove forward, then put his vehicle in reverse and rammed the officer’s vehicle again before fleeing the parking lot.

    A police pursuit ensued, with Deck driving at a high rate of speed in a residential neighborhood, while Deck’s passenger shot at the officer’s vehicle. The pursuit ended when Deck crashed into a Jeep SUV at an intersection. While the Jeep suffered significant damage, the innocent driver appeared to be unharmed. Deck’s passenger fled the crash on foot and was arrested after Greene County deputies found the passenger hiding under a car. Shell casings and damage from gunfire were located throughout the neighborhood.

    Officers removed Deck from the wrecked vehicle and found two bags containing a total of 46.2 grams of methamphetamine in Deck’s pockets. Inside Deck’s vehicle, officers found two handguns on the front passenger side floorboard.

    Deck’s passenger who fired the shots during the pursuit, Blake Basten, was sentenced in federal court to a total sentence of 10 years for two counts of felon in possession of a firearm on Feb. 27, 2024.

    Deck’s co-defendant in the drug trafficking conspiracy, Justin Hollingsworth, was sentenced to a total sentence of 18 years for conspiracy to distribute methamphetamine and possession of a firearm in furtherance of a drug trafficking crime on June 24, 2024.

    This case was prosecuted by Assistant U.S. Attorney Stephanie Wan. It was investigated by the Bureau of Alcohol, Tobacco, Firearms and Explosives, the Federal Bureau of Investigation, and the Springfield, Mo., Police Department.

    Project Safe Neighborhoods

    This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone. On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results.

    MIL Security OSI –

  • MIL-OSI Security: Zuni Man Charged in Unprovoked Stabbing That Left Victim Seriously Injured

    Source: Office of United States Attorneys

    ALBUQUERQUE – A Zuni man has been charged in federal court for allegedly stabbing another man without provocation, causing serious injuries.

    According to court documents, on the night of June 16, 2025, Adrian Cheama, 36, an enrolled member of the Zuni Pueblo, allegedly approached the victim while he was walking with a friend along a residential street in Zuni, New Mexico. Without provocation, Cheama stabbed the victim in the abdomen with a weapon described as either a circular metal pole or a knife, then walked away laughing. The victim sustained serious injuries as a result.

    Multiple witnesses placed Cheama at the scene and described him carrying a backpack and a baton-like object before and during the attack. The investigation revealed that Cheama had previously made statements suggesting he was looking for the victim.

    Cheama is charged with assault resulting in serious bodily injury and assault with a dangerous weapon. He will remain in custody pending trial, which has not yet been scheduled. If convicted of the current charges, Cheama faces up to 10 years in prison.

    U.S. Attorney Ryan Ellison and Philip Russell, Acting Special Agent in Charge of the Federal Bureau of Investigation’s Albuquerque Field Office, made the announcement today.

    The Gallup Resident Agency of the Federal Bureau of Investigation’s Albuquerque Field Office investigated this case with assistance from the Zuni Police Department. Assistant U.S. Attorney Aaron Jordan is prosecuting the case.

    A criminal complaint is merely an allegation. All defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

    MIL Security OSI –

  • MIL-OSI Security: ‘We knocked her out with some gummies:’ trafficker sent to prison for conspiring to smuggle toddler from Mexico

    Source: Office of United States Attorneys

    LAREDO, Texas – A 23-year-old Laredo woman has been ordered to prison for her role in an unaccompanied minor smuggling ring, announced U.S. Attorney Nicholas J. Ganjei.

    Vanessa Valadez pleaded guilty Sept. 20, 2024, admitting she smuggled a child into the United States for financial gain.

    U.S. District Judge Keith P. Ellison has now ordered her to serve 18 months in federal prison to be immediately followed by three years of supervised release.

    “Those that choose to engage in the human trafficking business are not good people. They aren’t motivated by altruism or sympathy. They are paid to traffic in human beings, and they treat people they smuggle as nothing more than cargo,” said Ganjei. “The Southern District of Texas will not rest until all such smuggling rings—particularly those that deal in children—are completely eradicated.”

    “The sentencing of this individual underscores the serious consequences for those who exploit and endanger vulnerable populations, especially children,” said Immigration and Customs Enforcement – Homeland Security Investigations (ICE-HSI) San Antonio Special Agent in Charge Craig S. Larrabee. “Drugging children to facilitate human smuggling is not only criminal it’s inhumane. HSI is committed to identifying and dismantling the criminal networks behind these horrific acts and ensuring those responsible are brought to justice.”

    From August to September 2023, Valadez and other family members operated a child smuggling ring working to bring young illegal minors from Nuevo Laredo, Mexico, into the United States. All the children were under the age of five. 

    On the night of Sept. 19, 2023, members of the smuggling ring retrieved a young girl from a stash house which the organization members operated. The co-conspirators smuggled the girl across the border and delivered her to Valadez in downtown Laredo. Co-conspirators then took the child further into the United States and delivered her to unknown people.

    Two days later, the ring attempted to transport another young girl. However, law enforcement intercepted them following a routine border inspection at the Juarez Lincoln Bridge in Laredo. To carry out their scheme, co-conspirators had sedated the girl with melatonin gummies and used an unlawfully obtained birth certificate to deceive authorities into believing the girl was a family member. 

    The investigation revealed the smuggling ring had attempted to similarly transport at least four girls into the United States, three of whom remain unidentified and their whereabouts are unknown. Members of the smuggling ring obtained birth certificates of U.S. citizen children to pose as a family unit at ports of entry to the United States. At times, organization members used melatonin gummies to sedate at least one child to ensure a successful smuggling attempt. 

    One text message uncovered in the investigation showed an image depicting an unconscious child and a caption, “La noquiamos con unas gomitas,” translated in English as “we knocked her out with some gummies.”

    Co-conspirators Ana Laura Bryand, 47, Dallas; her niece Kayla Marie Bryand, 20, Jose Eduardo Bryand, 43, and Nancy Guadalupe Bryand, 44, all of Laredo; and Lizeth Esmeralda Bryand Arredondo, 32, Mexico, previously pleaded guilty and have all already been sentenced to federal prison.

    ICE-HSI conducted the investigation with Customs and Border Protection’s Office of Field Operations and assistance from Border Patrol, Laredo Police Department, Department of Health and Human Services – Office of the Inspector General and FBI. Assistant U.S. Attorney Michael Makens and former Special Assistant U.S. Attorney Terence A. Check Jr. prosecuted the case. 

    MIL Security OSI –

  • MIL-OSI Security: 11 Venezuelan Nationals and One Columbian National Indicted for Financial Fraud in the District of Utah

    Source: Office of United States Attorneys

    SALT LAKE CITY, Utah – An indictment was unsealed today charging a dozen foreign nationals of bank fraud and engaging in transactions involving criminally derived property. The defendants were indicted by a federal grand jury in April 2025 at the U.S. District Court in Salt Lake City. Eleven Venezuelan nationals and one Colombian national are accused of committing financial fraud crimes after they allegedly participated in a scheme to defraud banks in Utah and elsewhere.

    According to court documents, between January 2023 and June 2023, the defendants were involved in a scheme to defraud financial institutions by opening accounts and presenting fraudulent cashier’s checks to be deposited to those accounts. In some instances, defendants deposited multiple counterfeit checks at different branches on the same day. Defendants then laundered the funds by check, cashier’s check, and cash withdrawal.

    Defendants are residents of Salt Lake County:

    1.    Gilberto Emiro Andrade-Romero, 36, of Venezuela
    2.    Felipe Enrique Linares-Lobo aka Carlos M. Hidalgo Noguera, 32, of Venezuela
    3.    Alexis Jose Calixto-Bracho, 25, of Venezuela
    4.    Daniel Jose Fuenmayor-leal, aka Enais Inciarte-Urdaneta, 34, of Venezuela
    5.    Yeritza Astrid Cuello-Plata, 40, of Venezuela
    6.    Federico Javier Gutierrez-Pirela, 36, of Venezuela
    7.    Hendry Ricardo Martinez-Concho, 42, of Venezuela
    8.    Cristina Paola Nava-Yoris, 24, of Venezuela
    9.    Patricia Del Carmen Orozco-Cuello, 37, of Colombia
    10.    Ismael Norberto Rodriguez-Moreno, 47, of Venezuela
    11.    Jorge Luis Urribarri-Vento, 32, of Venezuela
    12.    Rayner Jose Delgado-Quiroz, 24, of Venezuela

    Acting United States Attorney Felice John Viti for the District of Utah made the announcement.

    The case is being investigated by Homeland Security Investigations (HSI) and a HSI Task Force Officer with the Salt Lake City Police Department.

    Assistant United States Attorneys Brent L. Andrus and Carl D. Lesueur of the District of Utah are prosecuting the case.

    This is part of Operation Take Back America, a nationwide initiative that marshals the full resources of the Department of Justice to repel the invasion of illegal immigration, achieve the total elimination of cartels and transnational criminal organizations (TCOs), and protect our communities from the perpetrators of violent crime. Operation Take Back America streamlines efforts and resources from the Department’s Organized Crime Drug Enforcement Task Forces (OCDETF) and Project Safe Neighborhoods (PSN).

    An indictment is merely an allegation and all defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law. 
     

    MIL Security OSI –

  • MIL-OSI: Pulse Seismic Inc. Reports Strong Q2 2025 Financial Results and Declares Special and Regular Quarterly Dividends

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, July 22, 2025 (GLOBE NEWSWIRE) — Pulse Seismic Inc. (TSX:PSD) (OTCQX:PLSDF) (“Pulse” or the “Company”) is pleased to report its financial and operating results for the three and six months ended June 30, 2025. The unaudited condensed consolidated interim financial statements, accompanying notes and MD&A are being filed on SEDAR+ (www.sedarplus.ca) and will be available on Pulse’s website at www.pulseseismic.com.

    Today, Pulse’s Board of Directors declared a regular quarterly dividend of $0.0175 per common share and also declared a special dividend of $0.20 per common share. The total dividend declared will be approximately $11.0 million based on Pulse’s 50,755,057 common shares outstanding as of July 22, 2025, to be paid on August 20, 2025, to shareholders of record on August 13, 2025. This dividend is designated as an eligible dividend for Canadian income tax purposes. For non-resident shareholders, Pulse’s dividends are subject to Canadian withholding tax.

    “In the first half of 2025 the Company has benefited from increases in traditional data sales as well as energy sector M&A, generating revenue of $41.1 million, an EBITDA margin of 86% and $27.2 million of shareholder free cashflow,” stated Neal Coleman, Pulse’s President and CEO. “Pulse’s industry leading seismic data library contains vital subsurface information used by E&P companies for risk mitigation and maximization of drilling results,” he continued. “The Company continues to rely on shareholder free cashflow as the basis for its capital allocation strategy and remains focused on returns to shareholders, as evidenced by distributing 84% of 2025 free cash flow in the form of dividends. Pulse’s Board of Directors today declared the second special dividend of 2025,” Coleman continued. “In the last 24 months, special dividends of $0.80 have been declared, in addition to the regular dividend which has increased annually and is currently set at $0.07 per year,” he concluded.

    HIGHLIGHTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

    • The regular quarterly dividend of $0.0175 per common share declared and paid in the second quarter of 2025 was a 17% increase over the regular quarterly dividend of $0.015 per common share declared and paid in the first quarter of 2025. A special dividend of $0.20 per common share totaling $10.2 million was also declared and paid in the first quarter of 2025;
    • The Company renewed its Normal Course Issuer Bid (NCIB) on February 24, 2025. During the six months ended June 30, 2025, the Company purchased and cancelled 80,600 shares under the NCIB at an average price of $2.43 per share, for total cost of approximately $197,000;
    • Total revenue for the three months ended June 30, 2025, was $18.3 million, compared to $6.3 million for the same period in 2024. Total revenue for the six months ended June 30, 2025, was $41.1 million, compared to $15.1 million for the same period in 2024. Revenue generated in the first half of 2025 reflects an increase of 71% compared to the last three years average of annual revenue;
    • Shareholder free cash flow(a) was $11.7 million ($0.23 per share basic and diluted) for the three months ended June 30, 2025, compared to $3.9 million ($0.07 per share basic and diluted) for the same period in 2024. Shareholder free cash flow was $27.2 million ($0.53 per share basic and diluted) for the six months ended June 30, 2025, compared to $8.9 million ($0.17 per share basic and diluted) for the same period in 2024;
    • EBITDA(a) was $15.2 million ($0.30 per share basic and diluted) for the three months ended June 30, 2025, compared to $4.4 million ($0.0.09 per share basic and diluted) for the same period in 2024. For the six months ended June 30, 2025, EBITDA was $35.3 million ($0.69 per share basic and diluted) compared to $10.6 million ($0.21 per share basic and diluted) for the same period in 2024;
    • Net earnings for the three months ended June 30, 2025, was $9.6 million ($0.19 per share basic and diluted) compared to net earnings of $1.3 million ($0.03 per share basic and diluted) for the same period in 2024. Net earnings for the six months ended June 30, 2025, was $22.9 million ($0.45 per share basic and diluted) compared to net earnings of $4.0 million ($0.08 per share basic and diluted) for the same period in 2024; and
    • At June 30, 2025, the Company had a cash balance of $25.9 million as well as $5.0 million of available liquidity on its revolving demand credit facility.
    SELECTED FINANCIAL AND
    OPERATING INFORMATION    		          
               
               
    (Thousands of dollars except per share data, Three months ended June 30, Six months ended June 30, Year ended,
    numbers of shares and kilometres of seismic data) 2025 2024   2025 2024 December 31,
      (Unaudited) (Unaudited) 2024
    Revenue 18,316 6,300   41,075 15,077 23,379
               
    Amortization of seismic data library 2,224 2,279   4,449 4,549 9,090
    Net earnings 9,565 1,341   22,940 4,022 3,391
    Per share basic and diluted 0.19 0.03   0.45 0.08 0.07
    Cash provided by (used in) operating activities 12,543 (1,269 ) 29,158 9,195 14,195
    Per share basic and diluted 0.25 (0.02 ) 0.57 0.18 0.28
    EBITDA (a) 15,238 4,418   35,286 10,647 15,496
    Per share basic and diluted (a) 0.30 0.09   0.69 0.21 0.30
    Shareholder free cash flow (a) 11,733 3,869   27,152 8,907 12,408
    Per share basic and diluted (a) 0.23 0.07   0.53 0.17 0.24
               
    Capital expenditures          
    Seismic data – –   – 225 225
    Property and equipment – –   – – 45
    Total capital expenditures – –   – 225 270
               
    Dividends          
    Regular dividends declared 885 775   1,648 1,490 3,018
    Special dividends declared – –   10,167 – 2,548
    Total dividends declared 885 775   11,815 1,490 5,566
               
    Normal course issuer bid          
    Number of shares purchased and cancelled 37,300 539,500   80,600 1,166,800 1,784,000
    Cost of shares purchased and cancelled 91 1,222   197 2,407 3,880
               
    Weighted average shares outstanding          
    Basic and diluted 50,761,321 51,734,590   50,795,174 51,928,298 51,448,985
    Shares outstanding at period-end     50,755,057 51,455,063 50,837,863
               
    Seismic library          
    2D in kilometres     829,207 829,207 829,207
    3D in square kilometres     65,310 65,310 65,310
    FINANCIAL POSITION
    AND RATIO    		          
          June 30, June 30, December 31,
    (Thousands of dollars except ratio)     2025 2024 2024
    Working capital     24,202 10,996 9,222
    Working capital ratio     4.8:1 4.0:1 5.1:1
    Cash and cash equivalents     25,876 9,392 8,722
    Total assets     36,479 29,184 21,516
    Trailing 12 -month (TTM) EBITDA(b)     40,135 27,528 15,496
    Shareholders’ equity     29,177 25,177 18,295
               

    (a)The Company’s continuous disclosure documents provide discussion and analysis of “EBITDA”, “EBITDA per share”, “shareholder free cash flow” and “shareholder free cash flow per share”. These financial measures do not have standard definitions prescribed by IFRS and, therefore, may not be comparable to similar measures disclosed by other companies. The Company has included these non-GAAP financial measures because management, investors, analysts and others use them as measures of the Company’s financial performance. The Company’s definition of EBITDA is cash available for interest payments, cash taxes, repayment of debt, purchase of its shares, discretionary capital expenditures and the payment of dividends, and is calculated as earnings (loss) from operations before interest, taxes, depreciation and amortization. The Company believes EBITDA assists investors in comparing Pulse’s results on a consistent basis without regard to non-cash items, such as depreciation and amortization, which can vary significantly depending on accounting methods or non-operating factors such as historical cost. EBITDA per share is defined as EBITDA divided by the weighted average number of shares outstanding for the period. Shareholder free cash flow further refines the calculation of capital available to invest in growing the Company’s 2D and 3D seismic data library, to repay debt, to purchase its common shares and to pay dividends by deducting non-discretionary expenditures from EBITDA. Non-discretionary expenditures are defined as non-cash expenses, debt financing costs (net of deferred financing expenses amortized in the current period), net restructuring costs and current tax provisions. Shareholder free cash flow per share is defined as shareholder free cash flow divided by the weighted average number of shares outstanding for the period.
    These non-GAAP financial measures are defined, calculated and reconciled to the nearest GAAP financial measures in the Management’s Discussion and Analysis.
    (b) TTM EBITDA is defined as the sum of EBITDA generated over the previous 12 months and is used to provide a comparable annualized measure.
    These non-GAAP financial measures are defined, calculated and reconciled to the nearest GAAP financial measures in the Management’s Discussion and Analysis.

    OUTLOOK
    Pulse had a very strong first half year, generating revenue of $41.1 million and ending the quarter with $24.2 million of working capital including $25.9 million in cash. These financial results have provided capital returns to shareholders, strengthened the balance sheet, and positioned the Company for solid financial performance in 2025.

    Pulse’s ability to forecast future revenue continues to be challenging, as significant annual fluctuations are the norm in the seismic data library business. Industry trends that we consider relevant as we look forward include land sales in Western Canada, drilling forecasts for the year, commodity price levels, M&A forecasts and the status of industry infrastructure improvements. It is difficult to predict in the midst of the current market dynamics how this will unfold through the remainder of 2025. M&A activity for the year so far, has surpassed many analysts’ earlier expectations and is expected to remain strong for the remainder of 2025. Lower oil prices have contributed to decreased corporate valuations which often lead to acquisition opportunities. Alberta land sales through 2024 were strong, but at midpoint in 2025 have generated just over half the amount for the same period in 2024. In British Columbia land sales were resumed in Q3 2024 after a pause of over three years. New infrastructure, such as the TMX pipeline expansion, a driver of increased drilling activity, which was completed in 2024 has provided increased export capacity. The Canadian Association of Energy Contractors, in November 2024 forecast an increase to 6,604 wells to be drilled in 2025, an approximate 7% increase over 2024. There has been no update published to this forecast, and drilling activity is reported to be relatively stable. LNG Canada’s liquified natural gas export facility is now operational and is expected to contribute to increased drilling and may lead to an improvement in Canadian natural gas prices.

    Of course, there continues to be a high level of uncertainty on political and economic fronts. Uncertainty around energy tariffs and trade policy between Canada and the United States, are contributing to the lack of clarity for the future. It is clear that Canada needs to continue to build pipelines and increase natural gas egress, to support the country’s energy security, as well as to secure new buyers of Canadian energy.

    Pulse, as previously stated, has low visibility regarding future seismic data library sales levels, regardless of industry conditions. The Company remains focused on business practices that have served throughout the full range of conditions. The Company maintains a strong balance sheet and carries no debt. Led by an experienced and capable management team, Pulse operates with a low-cost structure and focuses on maintaining excellent client relations and providing exceptional customer service. Pulse’s strong financial position, high leverage to increased revenue in its EBITDA margin and careful management of its cash resources continue to translate to the return of capital to shareholders through regular and special dividends.

    CORPORATE PROFILE

    Pulse is a market leader in the acquisition, marketing and licensing of 2D and 3D seismic data to the western Canadian energy sector. Pulse owns the largest licensable seismic data library in Canada, currently consisting of approximately 65,310 square kilometres of 3D seismic and 829,207 kilometres of 2D seismic. The library extensively covers the Western Canada Sedimentary Basin, where most of Canada’s oil and natural gas exploration and development occur.

    For further information, please contact:
    Neal Coleman, President and CEO
    Or
    Pamela Wicks, Vice President Finance and CFO
    Tel.: 403-237-5559
    Toll-free: 1-877-460-5559
    E-mail: info@pulseseismic.com.
    Please visit our website at www.pulseseismic.com

    This document contains information that constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities legislation. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “forecast”, “target”, “project”, “guidance”, “may”, “will”, “should”, “could”, “estimate”, “predict” or similar words suggesting future outcomes or language suggesting an outlook.

    The Outlook section herein contain forward-looking information which includes, but is not limited to, statements regarding:

    > The outlook of the Company for the year ahead, including future operating costs and expected revenues;

    > Recent events on the political, economic, regulatory, and legal fronts affecting the industry’s medium- to longer-term prospects, including progression and completion of contemplated infrastructure projects;

    > The Company’s capital resources and sufficiency thereof to finance future operations, meet its obligations associated with financial liabilities and carry out the necessary capital expenditures through 2025;

    > Pulse’s capital allocation strategy;

    > Pulse’s dividend policy;

    > Oil and natural gas prices and forecast trends;

    > Oil and natural gas drilling activity and land sales activity;

    > Oil and natural gas company capital budgets;

    > Future demand for seismic data;

    > Future seismic data sales;

    > Pulse’s business and growth strategy; and

    > Other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results and performance, as they relate to the Company or to the oil and natural gas industry as a whole.

    By its very nature, forward-looking information involves inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. Pulse does not publish specific financial goals or otherwise provide guidance, due to the inherently poor visibility of seismic revenue. The Company cautions readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking information.

    These factors include, but are not limited to:

    > Uncertainty of the timing and volume of data sales;

    > Volatility of oil and natural gas prices;

    > Risks associated with the oil and natural gas industry in general;

    > The Company’s ability to access external sources of debt and equity capital;

    > Credit, liquidity and commodity price risks;

    > The demand for seismic data;

    > The pricing of data library licence sales;

    > Cybersecurity;

    > Relicensing (change-of-control) fees and partner copy sales;

    > Environmental, health and safety risks;

    > Federal and provincial government laws and regulations, including those pertaining to taxation, royalty rates, environmental protection, public health and safety;

    > Competition;

    > Dependence on key management, operations and marketing personnel;

    > The loss of seismic data;

    > Protection of intellectual property rights;

    > The introduction of new products; and

    > Climate change.

    Pulse cautions that the foregoing list of factors that may affect future results is not exhaustive. Additional information on these risks and other factors which could affect the Company’s operations and financial results is included under “Risk Factors” in the Company’s most recent annual information form, and in the Company’s most recent audited annual financial statements, most recent MD&A, management information circular, quarterly reports, material change reports and news releases. Copies of the Company’s public filings are available on SEDAR+ at www.sedarplus.ca.

    When relying on forward-looking information to make decisions with respect to Pulse, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Furthermore, the forward-looking information contained in this document is provided as of the date of this document and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking information, except as required by law. The forward-looking information in this document is provided for the limited purpose of enabling current and potential investors to evaluate an investment in Pulse. Readers are cautioned that such forward-looking information may not be appropriate, and should not be used, for other purposes.

    PDF available: http://ml.globenewswire.com/Resource/Download/8df92694-2a01-45f3-b5b4-ecc0f5bd6edb

    The MIL Network –

  • MIL-OSI USA: Congresswoman Cherfilus-McCormick Introduces African Diaspora Investment and Development Act (AIDA)

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

    Unlocking the development potential of diaspora communities and helping reduce reliance on foreign aid

    WASHINGTON, D.C. – Today, Rep. Sheila Cherfilus-McCormick (D-FL) and Rep. Jonathan J. Jackson (D-IL) introduced the African Diaspora Investment and Development Act (AIDA), groundbreaking legislation that harnesses the economic power of African and Caribbean diaspora communities to advance sustainable development, reduce remittance costs, and align U.S. foreign policy with grassroots investment. 

    Millions of Americans with heritage in Africa and the Caribbean send billions of dollars annually to support loved ones and communities in their countries of origin. Yet, they often face high transaction fees, limited investment tools, and few incentives to grow their impact. AIDA addresses these barriers head-on. 

    As highlighted in Realizing Africa’s Potential: A Journey to Prosperity by Professor Landry Signé, published by the Brookings Institution, the diaspora can be a powerful driver of development in their home countries—not just through remittances, but by fostering trade, investment, research, innovation, and the transfer of knowledge and technology. This dynamic strengthens U.S. interests by empowering African and Caribbean diaspora communities, who are an integral part of the American fabric, to spur economic growth and innovation both abroad and at home, reinforcing U.S. global partnerships and domestic prosperity. 

    The African Diaspora Investment and Development Act: 

    • Reduces the cost of remittances by promoting transparency, competition, and innovation in money transfers.
    • Creates tax incentives for diaspora investments that drive sustainable economic development in African and Caribbean countries.
    • Encourages financial inclusion through fintech and diaspora-owned money transfer platforms.
    • Supports diaspora-led investments with U.S. financial backing.
    • Advances U.S. development goals by strengthening diaspora engagement in entrepreneurship, infrastructure, and community development projects abroad. 

    “The African and Caribbean diasporas are economic engines that deserve recognition and support,” said Rep. Sheila Cherfilus-McCormick (D-FL). “This bill creates smart incentives that empower families, foster sustainable development, and reflect our values in U.S. foreign policy. AIDA is about unlocking diaspora investment potential. By empowering these communities, we can reduce reliance on foreign aid and embrace a model based on investment, dignity, and shared prosperity.” 

    “This bill is timely and vital, especially at a time when US policy towards Africa and the Diaspora is shifting from aid to trade,” said Rep. Jonathan L. Jackson (D-IL). “Remittances ($90 billion inflow to Africa in 2023) have surpassed both foreign assistance and direct investment in many countries in Africa and the Caribbean; a source for development and economic growth. AIDA strengthens the Diaspora contributions in GPD growth through investments and family support – food, housing, education, health care, etc.” 

    “Reducing remittance costs and eliminating taxes on remittances are critical measures that ensure every dollar sent goes further, directly benefiting health, education, small businesses, and local infrastructure,” said President of the Nigerian Physicians Advocacy Group, Susan Edionwe. “These changes will empower organizations like ours, whose work relies heavily on diaspora contributions, to expand our impact and better serve the people of Nigeria and beyond.” 

    “The proposed AIDA bill is a fundamental recognition that as a nation of immigrants the USA holds the ultimate power of transformation in the contributions of its diaspora to the rest of the world,” said Founder and CEO of Hamstrings, Inc., Eric V. Guichard. “AIDA is about leveraging these diaspora resources for good. It is a paradigm shift in development finance whose time has come.” 

    “Remittances from family and friends in the U.S. to these regions primarily address basic necessities for recipients including housing, food, education, services, small business support and humanitarian assistance,” said Haiti Renewal Alliance. “A framework for partnerships with the U.S. DFC and diasporas via the AIDA Act to channel remittances for coordinated and robust investments with people on the ground in African and Caribbean countries, ushers the U.S. leading the next generation of successful global development for inclusive growth, peace, stability and opportunity, appreciating diaspora from Africa and Caribbean as key contributors.” 

    During a time when development assistance from the United States in Africa and in the Caribbean, is being drastically curtailed or even eliminated, African and Caribbean countries will need to increasingly rely on remittances coming from the Diaspora to meet basic needs and to get by,” said President of Constituency for Africa (CFA), Melvin Foote. “The proposed AIDA legislation if passed, would certainly be a huge step in the right direction.” 

    The legislation has received early praise from diaspora organizations, development experts, and financial inclusion advocates. 

    ### 

    MIL OSI USA News –

  • MIL-OSI: Timberland Bancorp Third Fiscal Quarter Net Income Increases to $7.10 Million

    Source: GlobeNewswire (MIL-OSI)

    • Quarterly EPS Increases 22% to $0.90 from $0.74 One Year Ago
    • Quarterly Net Interest Margin Increases to 3.80%
    • Quarterly Return on Average Assets Increases to 1.47%
    • Quarterly Return on Average Equity Increases to 11.23%
    • Announces New Stock Repurchase Program

    HOQUIAM, Wash., July 22, 2025 (GLOBE NEWSWIRE) — Timberland Bancorp, Inc. (NASDAQ: TSBK) (“Timberland” or “the Company”), the holding company for Timberland Bank (the “Bank”), today reported net income of $7.10 million, or $0.90 per diluted common share for the quarter ended June 30, 2025. This compares to net income of $6.76 million, or $0.85 per diluted common share for the preceding quarter and $5.92 million, or $0.74 per diluted common share, for the comparable quarter one year ago.

    For the first nine months of fiscal 2025, Timberland’s net income increased 16% to $20.72 million, or $2.60 per diluted common share, from $17.93 million, or $2.21 per diluted common share for the first nine months of fiscal 2024.

    “Timberland delivered solid third fiscal quarter results, driven by continued net interest margin expansion and steady balance sheet growth,” stated Dean Brydon, Chief Executive Officer. “Net income and earnings per share increased 20% and 22%, respectively, compared to the third fiscal quarter a year ago. Compared to the prior quarter, net income and earnings per share increased 5% and 6%, respectively, primarily due to higher net interest income and non-interest income. We also posted year-over-year improvements across all key profitability metrics, and our tangible book value per share (non-GAAP) continued its upward trend. Looking ahead we believe our strong capital position, solid earnings, and continued focus on disciplined growth position us well to navigate the current environment and drive long-term shareholder value.”

    “As a result of Timberland’s strong earnings and sound capital position, our Board of Directors announced a quarterly cash dividend to shareholders of $0.26 per share, payable on August 22, 2025, to shareholders of record on August 8, 2025,” stated Jonathan Fischer, President and Chief Operating Officer. “This represents the 51st consecutive quarter Timberland will have paid a cash dividend. In addition, the Company also announced the adoption of a new stock repurchase program. We believe Timberland stock presents a strong investment opportunity, and buying back shares is a strategy to enhance long-term value for shareholders. Under the new repurchase program, the Company may repurchase up to 5% of the outstanding shares, or 393,842 shares. The new stock repurchase program replaces our existing stock repurchase program, which had 31,762 shares available to be repurchased.”

    “Our net interest margin continued to show positive momentum in the third fiscal quarter, expanding to 3.80%,” said Marci Basich, Chief Financial Officer. “This represents a one basis point increase from the prior quarter and a 27 basis point improvement compared to the same period last year, reflecting our disciplined asset-liability management and favorable shift in earning asset yields. Total deposits grew by $19 million, or 1%, during the quarter, driven primarily by higher balances in certificates of deposit. This growth highlights the continued strength of our customer relationships and the effectiveness of our deposit-gathering strategies. We remain focused on maintaining a well-balanced funding mix while sustaining stable margin performance going forward.”

    “The loan portfolio continues to expand at a steady pace, with growth of 2% over the prior quarter and 3% year-over year,” Brydon continued. “Credit quality remains an area we are monitoring closely, as we are seeing a mix of stable-to-positive trends alongside a few metrics that have shown modest deterioration. Net charge-offs continue to be minimal, with net recoveries of $1,000 during the third quarter. Our non-performing assets (“NPA”) ratio increased to 0.21% at June 30, 2025, compared to 0.13% at the end of the prior quarter. However, it remains a slight improvement from the 0.22% reported a year ago. Although non-accrual loans increased this quarter primarily due to a single matured loan, total non-accrual balances remain modestly below year-ago levels.”

    Earnings and Balance Sheet Highlights (at or for the periods ended June 30, 2025, compared to June 30, 2024, or March 31, 2025):
      
        Earnings Highlights:

    • Earnings per diluted common share (“EPS”) increased 6% to $0.90 for the current quarter from $0.85 for the preceding quarter and increased 22% from $0.74 for the comparable quarter one year ago; EPS increased 18% to $2.60 for the first nine months of fiscal 2025 from $2.21 for the first nine months of fiscal 2024;
    • Net income increased 5% to $7.10 million for the current quarter from $6.76 million for the preceding quarter and increased 20% from $5.92 million for the comparable quarter one year ago; Net income increased 16% to $20.72 million for the first nine months of fiscal 2025 from $17.93 million for the first nine months of fiscal 2024;
    • Return on average equity (“ROE”) and return on average assets (“ROA”) for the current quarter were 11.23% and 1.47%, respectively;
    • Net interest margin (“NIM”) for the current quarter expanded to 3.80% from 3.79% for the preceding quarter and 3.53% for the comparable quarter one year ago; and
    • The efficiency ratio for the current quarter improved to 54.48% from 56.25% for the preceding quarter and 58.97% for the comparable quarter one year ago.

       Balance Sheet Highlights:

    • Total assets increased 1% from the prior quarter and increased 3% year-over-year;
    • Net loans receivable increased 2% from the prior quarter and increased 3% year-over-year;
    • Total deposits increased 1% from the prior quarter and increased 3% year-over-year;
    • Total shareholders’ equity increased 2% from the prior quarter and increased 6% year-over-year; 34,236 shares of common stock were repurchased during the current quarter for $1.02 million;
    • Non-performing assets to total assets ratio was 0.21% at June 30, 2025 compared to 0.13% at March 31, 2025 and 0.22% at June 30, 2024;
    • Book and tangible book (non-GAAP) values per common share increased to $32.58 and $30.62 respectively, at June 30, 2025; and
    • Liquidity (both on-balance sheet and off-balance sheet) remained strong at June 30, 2025 with only $20 million in borrowings and additional secured borrowing line capacity of $674 million available through the Federal Home Loan Bank (“FHLB”) and the Federal Reserve.

    Operating Results

    Operating revenue (net interest income before the provision for credit losses plus non-interest income) for the current quarter increased 3% to $20.50 million from $19.90 million for the preceding quarter and increased 9% from $18.77 million for the comparable quarter one year ago. The increase in operating revenue compared to the preceding quarter was primarily due to increases in total interest and dividend income and non-interest income, which were partially offset by an increase in total funding costs. Operating revenue increased 8% to $60.06 million for the first nine months of fiscal 2025 from $55.82 million for the first nine months of fiscal 2024, primarily due to an increase in total interest and dividend income, which was partially offset by an increase in funding costs.

    Net interest income increased $409,000, or 2%, to $17.62 million for the current quarter from $17.21 million for the preceding quarter and increased $1.64 million, or 10%, from $15.98 million for the comparable quarter one year ago. The increase in net interest income compared to the preceding quarter was primarily due to a $20.80 million increase in the average balance of total interest-earning assets and, to a lesser extent, a two-basis point increase in the weighted average yield on total interest-earning assets to 5.50% from 5.48%. These increases were partially offset by a $20.21 million increase in the average balance of interest-bearing liabilities and a two-basis point increase in the weighted average cost of interest-bearing liabilities. Timberland’s NIM for the current quarter expanded to 3.80% from 3.79% for the preceding quarter and 3.53% for the comparable quarter one year ago.   The NIM for the current quarter was increased by approximately four basis points due to the collection of $102,000 in pre-payment penalties, non-accrual interest, and late fees, and the accretion of $68,000 of the fair value discount on acquired loans.   The NIM for the preceding quarter was increased by approximately five basis points due to the collection of $201,000 in pre-payment penalties, non-accrual interest, and late fees, and the accretion of $17,000 of the fair value discount on acquired loans.   The NIM for the comparable quarter one year ago was increased by approximately three basis points due to the collection of $124,000 in pre-payment penalties, non-accrual interest, and late fees, and the accretion of $9,000 of the fair value discount on acquired loans. Net interest income for the first nine months of fiscal 2025 increased $4.19 million, or 9%, to $51.81 million from $47.62 million for the first nine months of fiscal 2024, primarily due to a 32 basis point increase in the weighted average yield of total interest-earning assets to 5.49% from 5.17% and a $49.96 million increase in the average balance of total interest-earning assets. These increases to net interest income were partially offset by a seven basis point increase in the weighted average cost of interest-bearing liabilities to 2.53% from 2.46% and a $58.86 million increase in the average balance of total interest-bearing liabilities. Timberland’s NIM expanded to 3.74% for the first nine months of fiscal 2025 from 3.53% for the first nine months of fiscal 2024.

    A $351,000 provision for credit losses on loans was recorded for the quarter ended June 30, 2025. The provision was primarily due to loan portfolio growth and changes in the composition of the loan portfolio. This compares to a $237,000 provision for credit losses on loans for the preceding quarter and a $264,000 provision for credit losses on loans for the comparable quarter one year ago. In addition, a $93,000 provision for credit losses on unfunded commitments and a $4,000 recapture of credit losses on investment securities were recorded for the current quarter.  

    Non-interest income increased $188,000, or 7%, to $2.88 million for the current quarter from $2.69 million for the preceding quarter and increased $84,000, or 3%, from $2.79 million for the comparable quarter one year ago. The increase in non-interest income compared to the preceding quarter was primarily due to an increase in ATM and debit card interchange transaction fees and smaller changes in several other categories. Fiscal year-to-date non-interest income increased by 1%, to $8.26 million from $8.20 million for the first nine months of fiscal 2024.

    Total operating (non-interest) expenses for the current quarter decreased $27,000 (less than 1%), to $11.17 million from $11.19 million for the preceding quarter and increased $98,000, or 1%, from $11.07 million for the comparable quarter one year ago.   The decrease in operating expenses compared to the preceding quarter was primarily due to decreases in salaries and employee benefits, premises and equipment, technology and communications, professional fees, and smaller decreases in several other expense categories. These decreases were partially offset by increases in state and local taxes and smaller increases in several other expense categories. The efficiency ratio for the current quarter improved to 54.48% from 56.25% for the preceding quarter and 58.97% for the comparable quarter one year ago. Fiscal year-to-date operating expenses increased 2% to $33.43 million from $32.68 million for the first nine months of fiscal 2024. The efficiency ratio for the first nine months of fiscal 2025 improved to 55.65% from 58.55% for the first nine months of fiscal 2024.

    The provision for income taxes for the current quarter increased $85,000, or 5%, to $1.79 million from $1.71 million for the preceding quarter, primarily due to higher taxable income. Timberland’s effective income tax rate was 20.1% for the quarter ended June 30, 2025, compared to 20.2% for the quarter ended March 31, 2025 and 20.6% for the quarter ended June 30, 2024. Timberland’s effective income tax rate was 20.1% for the first nine months of fiscal 2025 compared to 20.2% for the first nine months of fiscal 2024.  

    Balance Sheet Management

    Total assets increased $24.46 million, or 1%, during the quarter to $1.96 billion at June 30, 2025 from $1.93 billion at March 31, 2025 and increased $56.56 million, or 3%, from $1.90 billion one year ago. The increase during the current quarter was primarily due to a $21.42 million increase in net loans receivable and smaller increases in several other categories.

    Liquidity

    Timberland has continued to maintain a strong liquidity position, both on-balance sheet and off-balance sheet. Liquidity, as measured by the sum of cash and cash equivalents, CDs held for investment, and available for sale investment securities, was 17.0% of total liabilities at June 30, 2025, compared to 16.9% at March 31, 2025, and 14.7% one year ago. Timberland also had secured borrowing line capacity of $674 million available through the FHLB and the Federal Reserve at June 30, 2025. With a strong and diversified deposit base, only 17% of Timberland’s deposits were uninsured or uncollateralized at June 30, 2025. (Note: This calculation excludes public deposits that are fully collateralized.)

    Loans

    Net loans receivable increased $21.42 million, or 2%, during the quarter to $1.44 billion at June 30, 2025 from $1.42 billion at March 31, 2025. This increase was primarily due to a $21.83 million increase in multi-family loans, a $5.67 million increase in commercial real estate loans, a $3.89 million increase in land loans and smaller increases in several other loan categories. These increases were partially offset by a $5.50 million decrease in construction loans, a $4.80 million decrease in commercial business loans, and smaller decreases in several other loan categories. The increase in multi-family loans was, in large part, due to several multi-family construction projects being completed and converting to permanent financing during the quarter.

    Loan Portfolio
    ($ in thousands)
     
      June 30, 2025   March 31, 2025   June 30, 2024
      Amount   Percent   Amount   Percent   Amount   Percent
    Mortgage loans:                      
    One- to four-family (a) $317,574     21%     $315,421     21%     $288,611     19%  
    Multi-family   200,418     13       178,590     12       177,950     12  
    Commercial   607,924     40       602,248     40       597,865     40  
    Construction – custom and                      
    owner/builder   128,900     8       114,401     7       128,222     9
    Construction – speculative
    one-to four-family    		   9,595     1       9,791     1       11,441     1  
    Construction – commercial   15,992     1       22,352     1       32,130     2  
    Construction – multi-family   32,731     2       46,602     3       35,631     2  
    Construction – land                      
    development   15,461     1       15,032     1       19,104     1  
    Land   36,193     2       32,301     2       32,384     2  
    Total mortgage loans   1,364,788     89       1,336,738     88       1,323,338     88  
                           
    Consumer loans:                      
    Home equity and second                      
    mortgage   47,511     3       47,458     3       43,679     3  
    Other   2,176     —       2,375     —       3,121     —  
    Total consumer loans   49,687     3       49,833     3       46,800     3  
                           
    Commercial loans:                      
    Commercial business loans   126,497     8       131,243     9       136,213     9  
    SBA PPP loans   101     —       156     —       314     —  
    Total commercial loans   126,598     8       131,399     9       136,527     9  
    Total loans   1,541,073     100%       1,517,970     100%       1,506,665     100%  
    Less:                      
    Undisbursed portion of                      
    construction loans in                      
    process   (76,272)           (75,042)           (87,196)      
    Deferred loan origination                      
    fees   (5,427)           (5,329)           (5,404)      
    Allowance for credit losses   (17,878)           (17,525)           (17,046)      
    Total loans receivable, net $1,441,496         $1,420,074         $1,397,019      

    _______________________
    (a)   Does not include one- to four-family loans held for sale totaling $1,763, $1,151, and $1,795 at June 30, 2025, March 31, 2025, and June 30, 2024, respectively.  

    The following table provides a breakdown of commercial real estate (“CRE”) mortgage loans by collateral type as of June 30, 2025:

    CRE Loan Portfolio Breakdown by Collateral
    ($ in thousands)
    Collateral Type   Balance   Percent of
    CRE
    Portfolio    		   Percent of
    Total Loan
    Portfolio    		   Average
    Balance Per
    Loan    		   Non-
    Accrual
    Industrial warehouses   $128 822   21%     8%     $1 301   $161
    Medical/dental offices     81 238   13     5       1 269     —
    Office buildings     68 916   11     5       801     —
    Other retail buildings     54 472   9     3       567     —
    Mini-storage     38 483   6     2       1 539     —
    Hotel/motel     31 656   5     2       2 638     —
    Restaurants     27 485   5     2       585     —
    Gas stations/conv. stores     24 359   4     2       1 015     —
    Churches     14 690   3     1       918     —
    Nursing homes     13 532   2     1       2 255     —
    Shopping centers     10 507   2     1       1 751     —
    Mobile home parks     8 882   2     1       444     —
    Additional CRE     104 882   17     7       760     —    
    Total CRE   $607 924   100%     40%     $951   $161

    Timberland originated $81.99 million in loans during the quarter ended June 30, 2025, compared to $56.76 million for the preceding quarter and $74.32 million for the comparable quarter one year ago. Timberland continues to originate fixed-rate one- to four-family mortgage loans, a portion of which are sold into the secondary market for asset-liability management purposes and to generate non-interest income.   During the current quarter, fixed-rate one- to four-family mortgage loans totaling $5.11 million were sold compared to $5.17 million for the preceding quarter and $3.05 million for the comparable quarter one year ago.

    Investment Securities
            
    Timberland’s investment securities and CDs held for investment increased $2.04 million, or 1%, to $237.36 million at June 30, 2025, from $235.33 million at March 31, 2025. The increase was primarily due to the purchase of additional U.S. government agency mortgage-backed investment securities and U.S. Treasury investment securities. Partially offsetting these increases was the sale of $13.49 million available for sale investment securities, which resulted in a net gain of $24,000.

    Deposits

    Total deposits increased $18.65 million, or 1%, during the quarter to $1.67 billion at June 30, 2025, from $1.65 billion at March 31, 2025. The quarter’s increase consisted of a $16.01 million increase in certificates of deposit account balances, a $4.66 million increase in money market account balances, and a $1.60 million increase in NOW checking account balances. These decreases were partially offset by a $2.03 million decrease in savings account balances and a $1.59 million decrease in non-interest-bearing checking account balances.

    Deposit Breakdown
    ($ in thousands)
     
          June 30, 2025   March 31, 2025   June 30, 2024  
          Amount    Percent   Amount   Percent   Amount   Percent  
    Non-interest-bearing demand     $406,222   24%   $407,811   25%   $407,125   25%  
    NOW checking     334,922   20   333,325   20   324,795   20  
    Savings     205,829   12   207,857   13   207,921   13  
    Money market     305,207   18   300,552   18   327,162   20  
    Certificates of deposit under $250     244,063   15   227,137   14   195,022   12  
    Certificates of deposit $250 and over     126,254   8   124,009   7   117,788   7  
    Certificates of deposit – brokered     46,980   3   50,139   3   48,731   3  
    Total deposits     $1,669,477   100%   $1,650,830   100%   $1,628,544   100%  

    Borrowings

    Total borrowings were $20.00 million at both June 30, 2025 and March 31, 2025. At June 30, 2025, the weighted average rate on the borrowings was 3.97%.

    Shareholders’ Equity and Capital Ratios

    Total shareholders’ equity increased $4.14 million, or 2%, to $256.66 million at June 30, 2025, from $252.52 million at March 31, 2025, and increased $15.44 million, or 6%, from $241.22 million at June 30, 2024.   The increase in shareholders’ equity during the quarter was primarily due to net income of $7.10 million, which was partially offset by the payment of $2.05 million in dividends to shareholders and the repurchase of 34,236 shares of common stock for $1.02 million (an average price of $29.74 per share).

    Timberland remains well capitalized with a total risk-based capital ratio of 20.54%, a Tier 1 leverage capital ratio of 12.63%, a tangible common equity to tangible assets ratio (non-GAAP) of 12.42%, and a shareholders’ equity to total assets ratio of 13.11% at June 30, 2025.   Timberland’s held to maturity investment securities were $141.57 million at June 30, 2025, with a net unrealized loss of $5.99 million (pre-tax). Although not permitted by U.S. Generally Accepted Accounting Principles (“GAAP”), including these unrealized losses in accumulated other comprehensive income (loss) (“AOCI”) would result in a ratio of shareholders’ equity to total assets of 12.90%, compared to 13.11%, as reported.

    New Stock Repurchase Program

    The Company announced a new stock repurchase program today. Under the repurchase program, the Company may repurchase up to 5% of the Company’s outstanding shares, or 393,842 shares. The new stock repurchase program replaces the existing stock repurchase program which had 31,762 shares available to be repurchased.

    The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission (“SEC”). Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interest of both the Company and its shareholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the SEC and other applicable legal requirements. The repurchase program may be suspended, terminated, or modified at any time for any reason, including market conditions, the cost of repurchasing the shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any particular number of shares.

    Asset Quality
    Timberland’s non-performing assets to total assets ratio was 0.21% at June 30, 2025, compared to 0.13% at March 31, 2025 and 0.22% at June 30, 2024.   Net recoveries totaled $1,000 for the current quarter compared to net charge-offs of less than $1,000 for the preceding quarter and net charge-offs of $36,000 for the comparable quarter one year ago. During the current quarter, provisions for credit losses of $351,000 on loans and $93,000 unfunded commitments were made, which was partially offset by a $4,000 recapture of credit losses on investment securities. The allowance for credit losses (“ACL”) for loans as a percentage of loans receivable was 1.23% at June 30, 2025, compared to 1.22% at March 31, 2025 and 1.21% one year ago.

    Total delinquent loans (past due 30 days or more) and non-accrual loans increased $2.86 million or 86%, to $6.18 million at June 30, 2025, from $3.32 million at March 31, 2025 and increased $1.95 million, or 46%, from $4.23 million at June 30, 2024. Non-accrual loans increased $1.52 million, or 65%, to $3.84 million at June 30, 2025 from $2.33 million at March 31, 2025 and decreased $277,000, or 7%, from $4.12 million at March 31, 2024.   The quarterly increase in non-accrual loans was primarily due to one loan (secured by several single family homes) being past maturity. The loan is well collateralized (based on recent appraisals) and the Bank is working with the borrower to renew the loan. Loans graded “Substandard” totaled $32.37 million (or 2% of total loans receivable) at June 30, 2025.

    Non-Accrual Loans
    ($ in thousands)
     
      June 30, 2025   March 31, 2025   June 30, 2024
      Amount   Quantity   Amount   Quantity   Amount   Quantity
    Mortgage loans:                      
    One- to four-family $1,781   1   $47   1   $135   2
    Commercial   161   2     324   3     1,310   4
    Construction – custom and                      
    owner/builder   —   —     —   —     152   1
    Total mortgage loans   1,942   3     371   4     1,597   7
                           
    Consumer loans:                      
    Home equity and second                      
    mortgage   575   3     575   3     615   3
    Other   —   —     —   —     —   —
    Total consumer loans   575   3     575   3     615   3
                           
    Commercial business loans   1,326   9     1,381   11     1,908   8
    Total loans $3,843   15   $2,327   18   $4,120   18

            
    Timberland had two properties classified as other real estate owned (“OREO”) at June 30, 2025:

      June 30, 2025   March 31, 2025   June 30, 2024
      Amount   Quantity   Amount   Quantity   Amount   Quantity
    Other real estate owned:                      
    Commercial $221   1   $221   1   $ —   —
    Land   —   1     —   1     —   1
    Total mortgage loans $221   2   $221   2   $ —   1

    About Timberland Bancorp, Inc.
    Timberland Bancorp, Inc., a Washington corporation, is the holding company for Timberland Bank. The Bank opened for business in 1915 and primarily serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 23 branches (including its main office in Hoquiam).    

    Disclaimer
    Certain matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about future economic performance. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession or slowed economic growth; continuing elevated levels of inflation and the impact of current and future monetary policies of the Board of Governors of the Federal Reserve System (“Federal Reserve”) in response thereto; the effects of any federal government shutdown; credit risks of lending activities, including any deterioration in the housing and commercial real estate markets which may lead to increased losses and non-performing loans in our loan portfolio resulting in our ACL not being adequate to cover actual losses and thus requiring us to materially increase our ACL through the provision for credit losses; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long-term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; results of examinations of us by the Federal Reserve and of our bank subsidiary by the Federal Deposit Insurance Corporation (“FDIC”), the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, institute a formal or informal enforcement action against us or our bank subsidiary which could require us to increase our ACL, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; legislative or regulatory changes that adversely affect our business including changes in banking, securities and tax law, in regulatory policies and principles, or the interpretation of regulatory capital or other rules; our ability to attract and retain deposits; our ability to control operating costs and expenses; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans in our consolidated balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our business strategies; our ability to manage loan delinquency rates; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common stock; the quality and composition of our securities portfolio and the impact if any adverse changes in the securities markets, including on market liquidity; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board (“FASB”), including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the economic impact of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest and other external events on our business; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and other risks described elsewhere in this press release and in the Company’s other reports filed with or furnished to the Securities and Exchange Commission.

    Any of the forward-looking statements that we make in this press release and in the other public statements we make are based upon management’s beliefs and assumptions at the time they are made. We do not undertake and specifically disclaim any obligation to publicly update or revise any forward-looking statements included in this press release to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur and we caution readers not to place undue reliance on any forward-looking statements. These risks could cause our actual results for fiscal 2025 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company’s consolidated financial condition and results of operations as well as its stock price performance.

    TIMBERLAND BANCORP INC. AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF INCOME    		   Three Months Ended
    ($ in thousands, except per share amounts) (unaudited)   June 30,   March 31,   June 30,
          2025       2025       2024  
      Interest and dividend income            
      Loans receivable   $21,411     $20,896     $19,537  
      Investment securities     2,064       2,003       2,335  
      Dividends from mutual funds, FHLB stock and other investments     83       82       94  
      Interest bearing deposits in banks     1,986       1,884       2,173  
      Total interest and dividend income     25,544       24,865       24,139  
                   
      Interest expense            
      Deposits     7,721       7,454       7,938  
      Borrowings     201       198       220  
      Total interest expense     7,922       7,652       8,158  
      Net interest income     17,622       17,213       15,981  
      Provision for credit losses – loans     351       237       264  
      Recapture of credit losses – investment securities     (4)       (5)       (12)  
      Prov. for (recapture of ) credit losses – unfunded commitments     93       14       (8)  
      Net int. income after provision for (recapture of) credit losses     17,182       16,967       15,737  
                   
      Non-interest income            
      Service charges on deposits     966       959       1,014  
      ATM and debit card interchange transaction fees     1,262       1,176       1,297  
      Gain on sales of investment securities, net     24       —       —  
      Gain on sales of loans, net     138       122       68  
      Bank owned life insurance (“BOLI”) net earnings     171       165       158  
      Other     314       265       254  
      Total non-interest income, net     2,875       2,687       2,791  
                   
      Non-interest expense            
      Salaries and employee benefits     5,825       5,977       5,928  
      Premises and equipment     973       1,075       1,011  
      Gain on sale of premises and equipment, net     —       —       (3)  
      Advertising     182       189       211  
      OREO and other repossessed assets, net     8       9       —  
      ATM and debit card processing     658       521       580  
      Postage and courier     137       142       130  
      State and local taxes     570       335       335  
      Professional fees     341       431       335  
      FDIC insurance     211       219       208  
      Loan administration and foreclosure     99       155       156  
      Technology and communications     993       1,121       1,086  
      Deposit operations     345       319       450  
      Amortization of core deposit intangible (“CDI”)     45       45       56  
      Other, net     780       656       586  
      Total non-interest expense, net     11,167       11,194       11,069  
                   
      Income before income taxes     8,890       8,460       7,459  
      Provision for income taxes     1,790       1,705       1,535  
      Net income   $7,100     $6,755     $5,924  
                   
      Net income per common share:            
      Basic   $0.90     $0.85     $0.74  
      Diluted     0.90       0.85       0.74  
                   
      Weighted average common shares outstanding:            
      Basic     7,893,308       7,937,063       8,004,552  
      Diluted     7,921,762       7,968,632       8,039,345  
    TIMBERLAND BANCORP INC. AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF INCOME    		   Nine Months Ended
    ($ in thousands, except per share amounts) (unaudited)   June 30,   June 30,
          2025       2024  
      Interest and dividend income        
      Loans receivable   $63,339     $56,841  
      Investment securities     6,205       6,892  
      Dividends from mutual funds, FHLB stock and other investments     252       266  
      Interest bearing deposits in banks     5,870       5,791  
      Total interest and dividend income     75,666       69,790  
               
      Interest expense        
      Deposits     23,259       21,383  
      Borrowings     602       787  
      Total interest expense     23,861       22,170  
      Net interest income     51,805       47,620  
      Provision for credit losses – loans     640       810  
      Recapture of credit losses – investment securities     (14)       (20)  
      Prov. for (recapture of) credit losses – unfunded commitments     87       (130)  
      Net int. income after provision for (recapture of) credit losses     51,092       46,960  
               
      Non-interest income        
      Service charges on deposits     2,924       3,024  
      ATM and debit card interchange transaction fees     3,706       3,773  
      Gain on sales of investment securities, net     24       —  
      Gain on sales of loans, net     303       188  
      Bank owned life insurance (“BOLI”) net earnings     503       470  
      Other     799       749  
      Total non-interest income, net     8,259       8,204  
               
      Non-interest expense        
      Salaries and employee benefits     17,893       17,863  
      Premises and equipment     2,998       3,065  
      Gain on sale of premises and equipment, net     —       (3)  
      Advertising     552       556  
      OREO and other repossessed assets, net     17       1  
      ATM and debit card processing     1,700       1,796  
      Postage and courier     401       401  
      State and local taxes     1,251       979  
      Professional fees     1,118       908  
      FDIC insurance     640       624  
      Loan administration and foreclosure     383       395  
      Technology and communications     3,253       3,101  
      Deposit operations     997       1,094  
      Amortization of core deposit intangible (“CDI”)     135       169  
      Other, net     2,090       1,735  
      Total non-interest expense, net     33,428       32,684  
               
      Income before income taxes     25,923       22,480  
      Provision for income taxes     5,208       4,552  
      Net income   $20,715     $17,928  
               
      Net income per common share:        
      Basic   $2.61     $2.22  
      Diluted     2.60       2.21  
               
      Weighted average common shares outstanding:        
      Basic     7,929,626       8,067,068  
      Diluted     7,963,412       8,109,043  
    TIMBERLAND BANCORP INC. AND SUBSIDIARY
    CONSOLIDATED BALANCE SHEETS    		  
    ($ in thousands, except per share amounts) (unaudited)   June 30,   March 31,   June 30,
          2025       2025       2024  
    Assets            
    Cash and due from financial institutions   $32,532     $26,010     $25,566  
    Interest-bearing deposits in banks     161,095       165,201       133,347  
      Total cash and cash equivalents     193,627       191,211       158,913  
                   
    Certificates of deposit (“CDs”) held for investment, at cost     8,462       8,711       10,458  
    Investment securities:            
      Held to maturity, at amortized cost (net of ACL – investment securities)     141,570       140,954       176,787  
      Available for sale, at fair value     86,475       84,807       74,515  
    Investments in equity securities, at fair value     855       853       836  
    FHLB stock     2,045       2,045       2,037  
    Other investments, at cost     3,000       3,000       3,000  
    Loans held for sale     1,763       1,151       1,795  
                 
    Loans receivable     1,459,374       1,437,599       1,414,065  
    Less: ACL – loans     (17,878)       (17,525)       (17,046)  
      Net loans receivable     1,441,496       1,420,074       1,397,019  
                   
    Premises and equipment, net     21,490       21,436       21,558  
    OREO and other repossessed assets, net     221       221       —  
    BOLI     24,113       23,942       23,436  
    Accrued interest receivable     7,174       7,127       7,045  
    Goodwill     15,131       15,131       15,131  
    CDI     316       361       508  
    Loan servicing rights, net     911       1,051       1,526  
    Operating lease right-of-use assets     1,248       1,324       1,550  
    Other assets     7,295       9,331       4,515  
      Total assets   $1,957,192     $1,932,730     $1,900,629  
                   
    Liabilities and shareholders’ equity            
    Deposits: Non-interest-bearing demand   $406,222     $407,811     $407,125  
    Deposits: Interest-bearing     1,263,255       1,243,019       1,221,419  
      Total deposits     1,669,477       1,650,830       1,628,544  
                   
    Operating lease liabilities     1,350       1,426       1,649  
    FHLB borrowings     20,000       20,000       20,000  
    Other liabilities and accrued expenses     9,701       7,950       9,213  
      Total liabilities     1,700,528       1,680,206       1,659,406  
                 
    Shareholders’ equity            
    Common stock, $.01 par value; 50,000,000 shares authorized;
            7,876,853 shares issued and outstanding – June 30, 2025
            7,903,489 shares issued and outstanding – March 31, 2025
            7,953,431 shares issued and outstanding – June 30, 2024    		     27,226       28,028       30,681  
    Retained earnings     230,213       225,166       211,087  
    Accumulated other comprehensive loss     (775)       (670)       (545)  
      Total shareholders’ equity     256,664       252,524       241,223  
      Total liabilities and shareholders’ equity   $1,957,192     $1,932,730     $1,900,629  
      Three Months Ended
    PERFORMANCE RATIOS:   June 30, 2025   March 31, 2025   June 30, 2024
    Return on average assets (a)     1.47%       1.43%       1.25%  
    Return on average equity (a)     11.23%       10.95%       9.95%  
    Net interest margin (a)     3.80%       3.79%       3.53%  
    Efficiency ratio     54.48%       56.25%       58.97%  
                 
      Nine Months Ended
        June 30, 2025       June 30, 2024
    Return on average assets (a)     1.44%           1.27%  
    Return on average equity (a)     11.07%           10.10%  
    Net interest margin (a)     3.74%           3.53%  
    Efficiency ratio     55.65%           58.55%  
                 
      Three Months Ended
    ASSET QUALITY RATIOS AND DATA: ($ in thousands)   June 30, 2025   March 31, 2025   June 30, 2024
    Non-accrual loans   $3,843     $2,327     $4,120  
    Loans past due 90 days and still accruing     —       —       —  
    Non-performing investment securities     38       41       72  
    OREO and other repossessed assets     221       221       —  
    Total non-performing assets (b)   $4,102     $2,589     $4,192  
                 
    Non-performing assets to total assets (b)     0.21%       0.13%       0.22%  
    Net charge-offs (recoveries) during quarter   $(1)     $ —     $36  
    Allowance for credit losses – loans to non-accrual loans     465%       753%       414%  
    Allowance for credit losses – loans to loans receivable (c)     1.23%       1.22%       1.21%  
                 
                 
    CAPITAL RATIOS:            
    Tier 1 leverage capital     12.63%       12.55%       12.04%  
    Tier 1 risk-based capital     19.29%       19.04%       17.97%  
    Common equity Tier 1 risk-based capital     19.29%       19.04%       17.97%  
    Total risk-based capital     20.54%       20.29%       19.22%  
    Tangible common equity to tangible assets (non-GAAP)     12.42%       12.36%       11.97%  
                 
    BOOK VALUES:            
    Book value per common share   $32.58     $31.95     $30.33  
    Tangible book value per common share (d)     30.62       29.99       28.36  

    ________________________________________________

    (a) Annualized
    (b) Non-performing assets include non-accrual loans, loans past due 90 days and still accruing, non-performing investment securities and OREO and other repossessed assets.
    (c) Does not include loans held for sale and is before the allowance for credit losses.
    (d) Tangible common equity divided by common shares outstanding (non-GAAP).                                

    AVERAGE BALANCES, YIELDS, AND RATES – QUARTERLY
    ($ in thousands)
    (unaudited)

      For the Three Months Ended 
      June 30, 2025    March 31, 2025    June 30, 2024 
      Amount   Rate   Amount   Rate   Amount   Rate
                           
    Assets                      
    Loans receivable and loans held for sale $ 1,450,350     5.92 %   $ 1,435,999     5.90 %   $ 1,391,582     5.65 %
    Investment securities and FHLB stock (1)   232,272     3.71       232,532     3.64             268,954     3.63  
    Interest-earning deposits in banks and CDs   178,887     4.45       172,175     4.44       161,421     5.41  
    Total interest-earning assets   1,861,509     5.50       1,840,706     5.48            1,821,957     5.33  
    Other assets         79,715           77,563           82,008      
    Total assets $ 1,941,224         $ 1,918,269         $ 1,903,965      
                           
    Liabilities and Shareholders’ Equity                      
    NOW checking accounts $ 333,074     1.39 %   $ 328,115     1.32 %   $ 329,344     1.29 %
    Money market accounts   304,526     3.16       306,137     3.18       326,023     3.56  
    Savings accounts   205,592     0.35       206,054     0.28       208,488     0.27  
    Certificates of deposit accounts   363,342     3.77       343,945     3.82       311,545     4.21  
    Brokered CDs   48,028     4.83       50,104     4.85       45,442     5.32  
    Total interest-bearing deposits   1,254,562     2.47       1,234,355     2.45       1,220,842     2.62  
    Borrowings   20,002     4.03       20,000     4.04       20,001     4.42  
    Total interest-bearing liabilities   1,274,564     2.49       1,254,355     2.47       1,240,843     2.64  
                           
    Non-interest-bearing demand deposits   402,717           403,738           413,494      
    Other liabilities   10,266           10,064           10,245      
    Shareholders’ equity   253,677           250,112           239,383      
    Total liabilities and shareholders’ equity $ 1,941,224         $ 1,918,269         $ 1,903,965      
                           
    Interest rate spread     3.01 %       3.01 %       2.69 %
    Net interest margin (2)     3.80 %       3.79 %       3.53 %
    Average interest-earning assets to                      
    average interest-bearing liabilities   146.05 %         146.75 %         146.83 %    

               _____________________________________
    (1) Includes other investments
    (2) Net interest margin = annualized net interest income /
          average interest-earning assets
            

    AVERAGE BALANCES, YIELDS, AND RATES
    ($ in thousands)
    (unaudited)

      For the Nine Months Ended 
      June 30, 2025    June 30, 2024 
      Amount   Rate   Amount   Rate
                   
    Assets              
    Loans receivable and loans held for sale $ 1,441,506     5.87 %   $ 1,363,213     5.57 %
    Investment securities and FHLB stock (1)   237,400     3.81             294,789     3.24  
    Interest-earning deposits in banks and CDs       172,591     4.55       143,537     5.39  
    Total interest-earning assets        1,851,497     5.49            1,801,539     5.17  
    Other assets   77,595           81,650      
    Total assets $ 1,929,092         $ 1,883,189      
                   
    Liabilities and Shareholders’ Equity              
    NOW checking accounts $ 329,883     1.36 %   $ 358,052     1.48 %
    Money market accounts   311,762     3.26       273,683     3.09  
    Savings accounts   205,764     0.30       214,275     0.24  
    Certificates of deposit accounts   346,313     3.89       291,707     4.12  
    Brokered CDs   48,169     4.71       42,856     5.37  
    Total interest-bearing deposits   1,241,891     2.50       1,180,573     2.42  
    Borrowings   20,001     4.02       22,457     4.68  
    Total interest-bearing liabilities   1,261,892     2.53       1,203,030     2.46  
                   
    Non-interest-bearing demand deposits   406,906           431,849      
    Other liabilities             10,159           11,273      
    Shareholders’ equity   250,135           237,037      
    Total liabilities and shareholders’ equity $ 1,929,092         $ 1,883,189      
                   
    Interest rate spread     2.96 %       2.71 %
    Net interest margin (2)     3.74 %       3.53 %
    Average interest-earning assets to              
    average interest-bearing liabilities   146.72 %         149.75 %    

    _____________________________________
    (1) Includes other investments
    (2) Net interest margin = annualized net interest income /
    average interest-earning assets

    Non-GAAP Financial Measures
    In addition to results presented in accordance with GAAP, this press release contains certain non-GAAP financial measures. Timberland believes that certain non-GAAP financial measures provide investors with information useful in understanding the Company’s financial performance; however, readers of this report are urged to review these non-GAAP financial measures in conjunction with GAAP results as reported.

    Financial measures that exclude intangible assets are non-GAAP measures. To provide investors with a broader understanding of capital adequacy, Timberland provides non-GAAP financial measures for tangible common equity, along with the GAAP measure. Tangible common equity is calculated as shareholders’ equity less goodwill and CDI. In addition, tangible assets equal total assets less goodwill and CDI.

    The following table provides a reconciliation of ending shareholders’ equity (GAAP) to ending tangible shareholders’ equity (non-GAAP) and ending total assets (GAAP) to ending tangible assets (non-GAAP).

    ($ in thousands)   June 30, 2025   March 31, 2025   June 30, 2024
                 
    Shareholders’ equity   $ 256,664     $ 252,524     $ 241,223  
    Less goodwill and CDI     (15,447)       (15,492)       (15,639)  
    Tangible common equity   $ 241,217     $ 237,032     $ 225,584  
                 
    Total assets   $ 1,957,192     $ 1,932,730     $ 1,900,629  
    Less goodwill and CDI     (15,447)       (15,492)       (15,639)  
    Tangible assets   $ 1,941,745     $ 1,917,238     $ 1,884,990  

    Contact: Dean J. Brydon, CEO 
    Jonathan A. Fischer, President & COO
     Marci A. Basich, CFO 
    (360) 533-4747 
    www.timberlandbank.com

    The MIL Network –

  • MIL-OSI USA: Luján Secures Nearly $190 Million in Federal Investments for New Mexico in Committee-Passed Appropriations Bills

    US Senate News:

    Source: United States Senator Ben Ray Luján (D-New Mexico)

    Washington, D.C. – Today, U.S. Senator Ben Ray Luján (D-N.M.) announced funding secured for New Mexico communities through the Appropriations Committee’s bipartisan passage of the Fiscal Year (FY) 2026 Military Construction, Veterans Affairs, and Related Agencies (MilCon-VA) Appropriations Bill and Fiscal Year (FY) 2026 Commerce, Justice, Science, and Related Agencies (CJS) Appropriations Bill.

    From both appropriations bills, Senator Luján secured $189,820,000 for key local projects that will strengthen our national security, boost violence intervention programs, and equip law enforcement with the resources needed to keep New Mexico communities safe.  

    “Across New Mexico, these vital investments will deliver resources to enhance public safety in our communities and upgrade infrastructure at our military bases to boost our military’s readiness and safety,” said Senator Luján. “This funding will equip our brave law enforcement officers with the tools they need to protect New Mexicans, support programs aimed at reducing youth violence and violence in Tribal communities, and reinforce critical infrastructure at our military bases. I’m proud to have fought to secure these investments for our communities, and I’ll continue working to deliver the federal support our families and communities need and deserve.”

    The Committee process is the first step, and the appropriations bills will next be considered by the full U.S. Senate.

    Senator Luján Secured Nearly $190 Million for the Following Local Projects:

    Strengthening New Mexico’s Air Force Bases:

    • $90,000,000 for Cannon Air Force Base to construct a 192-bed dormitory. Secured by Senator Luján and Senator Heinrich.
    • $83,000,000 for Kirtland Air Force Base to construct a Space Rapid Capabilities Office. Secured by Senator Luján and Senator Heinrich.
    • $8,100,000 for infrastructure upgrades at Cannon Air Force Base, specifically for ADAL Security Forces Facility. Secured by Senator Luján and Senator Heinrich.
    • $2,000,000 for infrastructure upgrades at Kirtland Air Force Base, specifically for the design for the Wyoming Gate Project. Secured by Senator Luján and Senator Heinrich.
    • $700,000 for infrastructure upgrades at Holloman Air Force Base, specifically for the design for the Holloman High Speed Test Track. Secured by Senator Luján and Senator Heinrich.

    Boosting Public Safety Throughout New Mexico:

    • $1,069,000 for the City of Albuquerque’s Real Time Crime Center for the purchase of law enforcement technology.
    • $1,042,000 for Bernalillo County Sheriff’s Office to purchase a new fleet of vehicles.
    • $1,031,000 for the New Mexico Department of Public Safety Police to provide 5G technology in fleet vehicles. Secured by Senator Luján, Senator Heinrich, and Representative Stansbury in the House-companion bill.
    • $1,000,000 for UNM Office of the Medical Investigator DNA processing laboratory to allow for the purchase of equipment for DNA identification. Secured by Senator Luján and Senator Heinrich.
    • $500,000 for Bernalillo County public safety technology upgrades to address high rates of crime in the Albuquerque metro area. Secured by Senator Luján, Senator Heinrich, and Representative Vasquez in the House-companion bill.
    • $250,000 for the San Juan County Partnership’s Law Enforcement Assisted Diversion (LEAD) program to assist in mitigating individuals with substance use disorder or mental/behavioral health challenges from continuously interacting with law enforcement.

    Funding Violence Intervention and Prevention Programs:

    • $1,0350,000 for the City of Albuquerque’s expansion of school-based violence intervention program to assist at risk students by improving grades and reducing youth violence.
    • $93,000 for the Coalition to Stop Violence Against Native women to address challenges in domestic violence and sexual violence in Tribal communities.

    MIL OSI USA News –

  • MIL-OSI: Talen Energy Reports PJM Auction Results for the 2026/2027 Planning Year

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, July 22, 2025 (GLOBE NEWSWIRE) — Talen Energy Corporation (“Talen,” “we,” or “our”) (NASDAQ: TLN), a leading independent power producer, today reported its results from the PJM Base Residual Auction for the 2026/2027 planning year. Talen cleared a total of 6,702 megawatts at a clearing price of $329.17 per megawatt-day across the MAAC, PPL and PSEG Locational Deliverability Areas, equating to approximately $805 million in capacity revenues for the 2026/2027 planning year. The planning year runs from June 1, 2026, through May 31, 2027.

    About Talen

    Talen Energy (NASDAQ: TLN) is a leading independent power producer and energy infrastructure company dedicated to powering the future. We own and operate approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet. We produce and sell electricity, capacity, and ancillary services into wholesale U.S. power markets, with our generation fleet principally located in the Mid-Atlantic and Montana. Our team is committed to generating power safely and reliably and delivering the most value per megawatt produced. Talen is also powering the digital infrastructure revolution. We are well-positioned to serve this growing industry, as artificial intelligence data centers increasingly demand more reliable, clean power. Talen is headquartered in Houston, Texas. For more information, visit https://www.talenenergy.com/.

    Investor Relations:
    Sergio Castro
    Vice President & Treasurer
    InvestorRelations@talenenergy.com

    Media:
    Taryne Williams
    Director, Corporate Communications
    Taryne.Williams@talenenergy.com

    Forward-Looking Statements

    This communication contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this communication, or incorporated by reference into this communication, are forward-looking statements. Throughout this communication, we have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasts,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements address future events and conditions concerning, among other things, capital expenditures, earnings, litigation, regulatory matters, hedging, liquidity and capital resources and accounting matters. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this communication. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from expectations, and are subject to numerous factors that present considerable risks and uncertainties.

    The MIL Network –

  • MIL-OSI: First Busey Corporation Announces 2025 Second Quarter Earnings

    Source: GlobeNewswire (MIL-OSI)

    LEAWOOD, Kan., July 22, 2025 (GLOBE NEWSWIRE) — First Busey Corporation (Nasdaq: BUSE) Announces 2025 Second Quarter Earnings.

    Net Income   Diluted EPS   Net Interest Margin1   ROAA1   ROATCE1
    $47.4 million   $0.52   3.49%   1.00%   11.24%
    $57.4 million (adj)2   $0.63 (adj)2   3.33% (adj)2   1.21% (adj)2   13.61% (adj)2
                     
    MESSAGE FROM OUR CHAIRMAN & CEO
    This quarter’s bank merger and data conversion represents a significant milestone for our organization, as we officially welcome CrossFirst Bank customers to Busey Bank. We are proud to offer a premier, full-service banking experience for both consumer and commercial clients, with 78 locations spanning 10 states. Our comprehensive services also include a robust wealth management platform and cutting-edge payment technology solutions through FirsTech, Inc. This transformational partnership allows us to enhance Busey’s rich 157-year legacy of service excellence, further advancing our organization for the benefit of all our Pillars—associates, customers, communities, and shareholders.

    Van A. Dukeman
    Chairman and Chief Executive Officer
     

    FINANCIAL RESULTS

    CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands, except per share amounts)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Total interest income   $ 247,446     $ 166,815     $ 131,939     $ 414,261     $ 257,759  
    Total interest expense     94,263       63,084       49,407       157,347       99,373  
    Net interest income     153,183       103,731       82,532       256,914       158,386  
    Provision for credit losses1     5,700       45,593       1,908       51,293       6,268  
    Net interest income after provision for credit losses1     147,483       58,138       80,624       205,621       152,118  
    Total noninterest income     44,863       21,223       33,703       66,086       68,616  
    Total noninterest expense1     127,833       112,030       75,906       239,863       147,353  
    Income (loss) before income taxes     64,513       (32,669 )     38,421       31,844       73,381  
    Income taxes     17,109       (2,679 )     11,064       14,430       19,799  
    Net income (loss)     47,404       (29,990 )     27,357       17,414       53,582  
    Dividends on preferred stock     155       —       —       155       —  
    Net income (loss) available to common stockholders   $ 47,249     $ (29,990 )   $ 27,357     $ 17,259     $ 53,582  
                         
    Basic earnings (loss) per common share   $ 0.53     $ (0.44 )   $ 0.48     $ 0.22     $ 0.95  
    Diluted earnings (loss) per common share   $ 0.52     $ (0.44 )   $ 0.47     $ 0.22     $ 0.94  
    Effective income tax rate     26.52 %     8.20 %     28.80 %     45.31 %     26.98 %

    ___________________________________________

    1. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense.

    Following the acquisition of CrossFirst Bankshares, Inc. (“CrossFirst”) and its subsidiary CrossFirst Bank, by First Busey Corporation, the holding company for Busey Bank, in the first quarter of 2025, CrossFirst Bank was merged with and into Busey Bank (the “Bank Merger”) on June 20, 2025. At the time of the Bank Merger, CrossFirst Bank banking centers became banking centers of Busey Bank. Throughout this document, we refer to First Busey Corporation, together with its consolidated subsidiaries, as “Busey,” the “Company,” “we,” “us,” or “our.”

    Busey’s net income for the second quarter of 2025 was $47.4 million, or $0.52 per diluted common share, compared to a net loss of $30.0 million, or $0.44 per diluted common share, for the first quarter of 2025, and net income of $27.4 million, or $0.47 per diluted common share, for the second quarter of 2024. Annualized return on average assets and annualized return on average tangible common equity2 were 1.00% and 11.24%, respectively, for the second quarter of 2025. The second quarter of 2025 represented the first full quarter in which the CrossFirst acquisition contributed to Busey’s financial results.

    Busey views certain non-operating items, including acquisition-related expenses, restructuring charges, and nonrecurring strategic events, as adjustments to net income reported under U.S. generally accepted accounting principles (“GAAP”). We also adjust for net securities gains and losses to align with industry and research analyst reporting. The objective of our presentation of adjusted earnings and adjusted earnings metrics is to allow investors and analysts to more clearly identify quarterly trends in core earnings performance. Non-operating pre-tax adjustments for acquisition and restructuring expenses2 in the second quarter of 2025 were $16.6 million, with an additional $4.0 million adjustment to the initial provision for unfunded commitments resulting from the adoption of a new Current Expected Credit Losses (“CECL”) model. Further, net securities gains were $6.0 million, almost entirely related to unrealized gains on Busey’s approximately 3% equity ownership of a financial institution that was the target of an announced acquisition at a significant market premium. For more information and a reconciliation of these non-GAAP measures (which are identified with the End Note labeled as 2) in tabular form, see “Non-GAAP Financial Information” beginning on page 13.

    Adjusted net income,2 which excludes the impact of non-GAAP adjustments, was $57.4 million, or $0.63 per diluted common share, for the second quarter of 2025, compared to $39.9 million, or $0.57 per diluted common share, for the first quarter of 2025 and $30.5 million, or $0.53 per diluted common share, for the second quarter of 2024. Annualized adjusted return on average assets2 and annualized adjusted return on average tangible common equity2 were 1.21% and 13.61%, respectively, for the second quarter of 2025.

    Pre-Provision Net Revenue2

    Pre-provision net revenue2 was $64.2 million for the second quarter of 2025, compared to $28.7 million for the first quarter of 2025 and $40.7 million for the second quarter of 2024. Pre-provision net revenue to average assets2 was 1.35% for the second quarter of 2025, compared to 0.78% for the first quarter of 2025, and 1.35% for the second quarter of 2024.

    Adjusted pre-provision net revenue2 was $80.8 million for the second quarter of 2025, compared to $54.7 million for the first quarter of 2025 and $42.6 million for the second quarter of 2024. Adjusted pre-provision net revenue to average assets2 was 1.70% for the second quarter of 2025, compared to 1.50% for the first quarter of 2025 and 1.42% for the second quarter of 2024.

    Net Interest Income and Net Interest Margin2

    Net interest income was $153.2 million in the second quarter of 2025, compared to $103.7 million in the first quarter of 2025 and $82.5 million in the second quarter of 2024.

    Net interest margin2 was 3.49% for the second quarter of 2025, compared to 3.16% for the first quarter of 2025 and 3.03% for the second quarter of 2024. Excluding purchase accounting accretion, adjusted net interest margin2 was 3.33% for the second quarter of 2025, compared to 3.08% in the first quarter of 2025 and 3.00% in the second quarter of 2024.

    Components of the 33 basis point increase in net interest margin2 during the second quarter of 2025, which includes a full quarter of assets assumed in the CrossFirst acquisition, were as follows:

    • Increased loan portfolio and held for sale loan yields contributed +54 basis points
    • Increased purchase accounting accretion contributed +8 basis points
    • Securities repositioning executed in March contributed +4 basis points
    • Decreased borrowing expense contributed +4 basis points, of which +2 basis points were related to the redemption of subordinated debt in June
    • Increased non-maturity deposit funding costs contributed -25 basis points
    • Decreased cash and securities portfolio yield contributed -12 basis points

    Based on our most recent Asset Liability Management Committee (“ALCO”) model, a +100 basis point parallel rate shock is expected to increase net interest income by 2.8% over the subsequent twelve-month period. Busey continues to evaluate and execute off-balance sheet hedging and balance sheet repositioning strategies as well as embedding rate protection in our asset originations to provide stabilization to net interest income in lower rate environments. Time deposit and savings specials have continued to stabilize the funding base, and we had excess earning cash during the second quarter of 2025. Brokered deposit balances were reduced by $368.6 million during the second quarter of 2025 and at June 30, 2025, the Bank had $353.6 million, or 2.2% of total deposits, of remaining brokered funding. Total deposit cost of funds increased, as expected, from 1.91% during the first quarter of 2025 to 2.21% during the second quarter of 2025. Deposit cost of funds increased due to a full quarter of the higher mix of acquired CrossFirst indexed/managed rate customer products and brokered deposits. Busey will continue to deploy excess cash to pay down non-core and non-relationship high cost funding, which we anticipate will compress the asset base in the short term while helping to reduce the Bank’s overall funding cost. We expect the deposit beta will lessen during the year and is expected to normalize in a range between 45% and 50% of the upper limit of the federal funds target range.

    Noninterest Income

      Three Months Ended   Six Months Ended
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    NONINTEREST INCOME                  
    Wealth management fees $ 16,777   $ 17,364     $ 15,917     $ 34,141     $ 31,466  
    Payment technology solutions   4,956     5,073       5,915       10,029       11,624  
    Treasury management services   4,981     3,017       2,145       7,998       4,046  
    Card services and ATM fees   4,880     3,709       3,430       8,589       6,390  
    Other service charges on deposit accounts   1,513     1,533       2,321       3,046       4,669  
    Mortgage revenue   776     329       478       1,105       1,224  
    Income on bank owned life insurance   1,745     1,446       1,442       3,191       2,861  
    Realized net gains (losses) on the sale of mortgage servicing rights   —     —       277       —       7,742  
    Net securities gains (losses)   5,997     (15,768 )     (353 )     (9,771 )     (6,728 )
    Other noninterest income   3,238     4,520       2,131       7,758       5,322  
    Total noninterest income $ 44,863   $ 21,223     $ 33,703     $ 66,086     $ 68,616  
                                         

    Total noninterest income increased by 111.4% compared to the first quarter of 2025 and increased by 33.1% compared to the second quarter of 2024, primarily due to net securities gains and losses, as well as the benefit of a full quarter of income from the CrossFirst acquisition.

    Excluding the impact of net securities gains and losses and the gains on the sale of mortgage servicing rights, adjusted noninterest income2 increased by 5.1% to $38.9 million, or 20.2% of operating revenue2, during the second quarter of 2025, compared to $37.0 million, or 26.3% of operating revenue2, for the first quarter of 2025. Compared to the second quarter of 2024, adjusted noninterest income2 increased by 15.1% from $33.8 million, or 29.0% of operating revenue.2

    Our fee-based businesses continue to add revenue diversification. Wealth management fees, wealth management referral fees included in other noninterest income, and payment technology solutions contributed 56.4% of adjusted noninterest income2 for the second quarter of 2025.

    Noteworthy components of noninterest income are as follows:

    • Wealth management fees declined by 3.4% compared to the first quarter of 2025. The decrease in the second quarter of 2025 was primarily related to seasonal fees, with a decrease in farm management fees, partially offset by higher tax preparation fees. Compared to the second quarter of 2024 wealth management fees increased by 5.4%. Busey’s Wealth Management division ended the second quarter of 2025 with $14.10 billion in assets under care, compared to $13.68 billion at the end of the first quarter of 2025 and $13.02 billion at the end of the second quarter of 2024. Our portfolio management team continues to focus on long-term returns and managing risk in the face of volatile markets and has outperformed its blended benchmark3 over the last three and five years.
    • Payment technology solutions includes income from electronic payments, merchant processing, and lockbox. Revenue in this category declined by 2.3% compared the first quarter of 2025 and declined by 16.2% compared to the second quarter of 2024, primarily due to decreases in income from electronic payments.
    • Treasury management services consist primarily of business analysis charges and wire transfer fees on commercial accounts. Income from treasury management services increased by 65.1% compared to the first quarter of 2025 and increased by 132.2% compared to the second quarter of 2024 due to the addition of CrossFirst commercial services.
    • Card services and ATM fees, which include both commercial and consumer accounts, increased by 31.6% compared to the first quarter of 2025 and increased by 42.3% compared to the second quarter of 2024 primarily due to addition of CrossFirst corporate card services.
    • Other service charges on deposit accounts declined by 1.3% compared to the first quarter of 2025 and declined by 34.8% compared to the second quarter of 2024. Declines are largely related to lower non-sufficient fund charges.
    • Other noninterest income decreased by 28.4% compared to the first quarter of 2025, primarily due to declines in gains on commercial loan sales, loss on sales of other real estate owned and a related reduction in income from the sold property, and decreases in venture capital investments. Compared to the second quarter of 2024, other noninterest income increased by 51.9%, primarily due to increases in venture capital investments, commercial loan servicing income, and other loan fee income.

    Operating Efficiency

      Three Months Ended   Six Months Ended
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    NONINTEREST EXPENSE                  
    Salaries, wages, and employee benefits $ 78,360   $ 67,563   $ 43,478   $ 145,923   $ 85,568
    Data processing   14,021     9,575     7,100     23,596     13,650
    Net occupancy expense of premises   7,832     5,799     4,590     13,631     9,310
    Furniture and equipment expenses   2,409     1,744     1,695     4,153     3,508
    Professional fees   2,874     9,511     2,495     12,385     4,748
    Amortization of intangible assets   4,592     3,083     2,629     7,675     5,038
    Interchange expense   1,297     1,343     1,733     2,640     3,344
    FDIC insurance   2,424     2,167     1,460     4,591     2,860
    Other noninterest expense1   14,024     11,245     10,726     25,269     19,327
    Total noninterest expense1 $ 127,833   $ 112,030   $ 75,906   $ 239,863   $ 147,353

    ___________________________________________

    1. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within other noninterest expense or total noninterest expense.

    Total noninterest expense increased by 14.1% compared to the first quarter of 2025 and increased by 68.4% compared to the second quarter of 2024. Growth in noninterest expense was primarily attributable to nonrecurring acquisition expenses related to the CrossFirst acquisition, added costs for operating expenses for two banks during the majority of the second quarter, until the banks were merged on June 20, 2025, and increased expense associated with the larger organization and branch network. Annual pre-tax expense synergy estimates resulting from the CrossFirst acquisition remain on track at $25.0 million, and we expect 50% of the identified synergies to be realized in 2025 and 100% in 2026.

    Adjusted noninterest expense,2 which excludes acquisition and restructuring expenses and amortization of intangible assets, was $106.6 million in the second quarter of 2025, a 28.6% increase compared to $82.9 million in the first quarter of 2025 and a 50.1% increase compared to $71.1 million in the second quarter of 2024.

    Noteworthy components of noninterest expense are as follows:

    • Salaries, wages, and employee benefits expenses increased by $10.8 million compared to the first quarter of 2025, with acquisition and restructuring expenses declining by $4.3 million. In connection with the CrossFirst acquisition in March and the addition of 16 banking centers, Busey’s workforce expanded, which resulted in only one month of associated expenses during the first quarter of 2025 in contrast to a full quarter of associated expenses reflected in the Company’s results for the second quarter of 2025. Compared to the second quarter of 2024, salaries, wages, and employee benefits expenses increased by $34.9 million, of which $10.4 million was attributable to increases in acquisition and restructuring expenses. Including associates added in connection with the CrossFirst acquisition, Busey has added 430 FTEs over the past year.
    • Data processing expense increased by $4.4 million compared to the first quarter of 2025 and by $6.9 million compared to the second quarter of 2024, of which $1.7 million and $3.6 million, respectively, was attributable to increases in acquisition and restructuring expenses. Busey has continued to make investments in technology enhancements and has also experienced inflation-driven price increases.
    • Professional fees declined by $6.6 million compared to the first quarter of 2025, which was primarily driven by a $7.0 million decrease in acquisition and restructuring expenses. Compared to the second quarter of 2024, professional fees increased by $0.4 million, primarily due to increased audit and accounting fees and legal fees, partially offset by $0.1 million declines in acquisition and restructuring expenses.
    • Amortization of intangible assets increased by $1.5 million compared to the first quarter of 2025, and by $2.0 million compared to the second quarter of 2024. The CrossFirst acquisition added an estimated $81.8 million of finite-lived intangible assets with amortization of $2.4 million and $3.1 million during the second quarter of 2025 and the first six months of 2025, respectively. Busey uses an accelerated amortization methodology.
    • Other noninterest expense increased by $2.8 million compared to the first quarter of 2025, and increased by $3.3 million compared to the second quarter of 2024. Items contributing to the increases included marketing, business development, supplies, and onboarding costs as well as increases in acquisition and restructuring expenses of $0.2 million compared to the first quarter of 2025 and $0.5 million compared to the second quarter of 2024.

    Busey’s efficiency ratio2 was 63.9% for the second quarter of 2025, compared to 77.1% for the first quarter of 2025 and 62.6% for the second quarter of 2024. Our adjusted efficiency2 ratio was 55.3% for the second quarter of 2025, compared to 58.7% for the first quarter of 2025, and 60.9% for the second quarter of 2024.

    Busey’s annualized ratio of adjusted noninterest expense to average assets was 2.24% for the second quarter of 2025, compared to 2.27% for the first quarter of 2025 and 2.36% for the second quarter of 2024. As our business grows, Busey remains focused on prudently managing our expense base and operating efficiency.

    BALANCE SHEET STRENGTH

    CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
               
      As of
    (dollars in thousands, except per share amounts) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024
    ASSETS          
    Cash and cash equivalents $ 752,352     $ 1,200,292     $ 285,269  
    Debt securities available for sale   2,217,788       2,273,874       1,829,896  
    Debt securities held to maturity   802,965       815,402       851,261  
    Equity securities   16,171       10,828       9,618  
    Loans held for sale   10,497       7,270       11,286  
    Portfolio loans   13,808,619       13,868,357       7,998,912  
    Allowance for credit losses   (183,334 )     (195,210 )     (85,226 )
    Restricted bank stock   77,112       53,518       6,884  
    Premises and equipment, net   181,394       182,003       121,647  
    Right of use assets   38,065       40,594       11,137  
    Goodwill and other intangible assets, net   488,181       496,118       370,580  
    Other assets   708,930       711,206       560,152  
    Total assets $ 18,918,740     $ 19,464,252     $ 11,971,416  
               
    LIABILITIES & STOCKHOLDERS’ EQUITY          
    Liabilities          
    Deposits:          
      Noninterest-bearing deposits $ 3,590,363     $ 3,693,070     $ 2,832,776  
      Interest-bearing checking, savings, and money market deposits   9,578,953       9,675,324       5,619,470  
      Time deposits   2,632,456       3,091,076       1,523,889  
    Total deposits   15,801,772       16,459,470       9,976,135  
    Securities sold under agreements to repurchase   158,030       137,340       140,283  
    Short-term borrowings   —       11,209       —  
    Long-term debt   189,726       313,535       227,245  
    Junior subordinated debt owed to unconsolidated trusts   77,187       77,117       74,693  
    Lease liabilities   39,235       41,111       11,469  
    Other liabilities   240,244       244,864       207,781  
    Total liabilities   16,506,194       17,284,646       10,637,606  
               
    Stockholders’ equity          
    Retained earnings   273,799       249,484       261,820  
    Accumulated other comprehensive income (loss)   (155,311 )     (172,810 )     (220,326 )
    Other stockholders’ equity1   2,294,058       2,102,932       1,292,316  
    Total stockholders’ equity   2,412,546       2,179,606       1,333,810  
    Total liabilities & stockholders’ equity $ 18,918,740     $ 19,464,252     $ 11,971,416  

    ___________________________________________

    1. Net balance of preferred stock ($0.001 par value), common stock ($0.001 par value), additional paid-in capital, and treasury stock.
    AVERAGE BALANCES (unaudited)
                       
      Three Months Ended   Six Months Ended
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    ASSETS                  
    Cash and cash equivalents $ 868,164   $ 861,021   $ 346,381   $ 864,613   $ 470,287
    Investment securities   3,083,284     2,782,435     2,737,313     2,933,690     2,822,228
    Loans held for sale   6,899     3,443     9,353     5,181     7,093
    Portfolio loans   13,840,190     9,838,337     8,010,636     11,850,318     7,804,976
    Interest-earning assets   17,700,356     13,363,594     11,000,785     15,543,955     11,003,344
    Total assets   19,068,086     14,831,298     12,089,692     16,961,396     12,056,950
                       
    LIABILITIES & STOCKHOLDERS’ EQUITY                  
    Noninterest-bearing deposits   3,542,617     3,036,127     2,816,293     3,290,770     2,762,439
    Interest-bearing deposits   12,450,529     9,142,781     7,251,582     10,805,793     7,290,844
    Total deposits   15,993,146     12,178,908     10,067,875     14,096,563     10,053,283
    Federal funds purchased and securities sold under agreements to repurchase   141,978     144,838     144,370     143,400     161,514
    Interest-bearing liabilities   12,985,015     9,627,841     7,725,832     11,315,702     7,778,744
    Total liabilities   16,783,504     12,896,222     10,757,877     14,850,601     10,753,180
    Stockholders’ equity – preferred   103,619     2,669     —     53,423     —
    Stockholders’ equity – common   2,180,963     1,932,407     1,331,815     2,057,372     1,303,770
    Tangible common equity1   1,686,490     1,521,387     955,591     1,604,394     939,150

    ___________________________________________

    1. See “Non-GAAP Financial Information” for reconciliation.

    Busey’s financial strength is built on a long-term conservative operating approach. That focus has endured over time and will continue to guide us in the future.

    Total assets were $18.92 billion as of June 30, 2025, compared to $19.46 billion as of March 31, 2025, and $11.97 billion as of June 30, 2024. Average interest-earning assets were $17.70 billion for the second quarter of 2025, compared to $13.36 billion for the first quarter of 2025, and $11.00 billion for the second quarter of 2024.

    Portfolio Loans

    We remain steadfast in our conservative approach to underwriting and our disciplined approach to pricing. Loan demand has been tempered with borrowers hesitant to invest because of lingering macroeconomic uncertainty. At the same time, our commercial real estate portfolio continues to season, resulting in payoffs as properties are completed, stabilized, and refinanced to permanent markets or sold. We expect continued pressure from paydowns within our commercial real estate portfolio through the remainder of 2025. Portfolio loans totaled $13.81 billion at June 30, 2025, compared to $13.87 billion at March 31, 2025, and $8.00 billion at June 30, 2024.

    Average portfolio loans were $13.84 billion for the second quarter of 2025, compared to $9.84 billion for the first quarter of 2025 and $8.01 billion for the second quarter of 2024.

    Asset Quality

    Asset quality continues to be strong. Busey Bank maintains a well-diversified loan portfolio and, as a matter of policy and practice, limits concentration exposure in any particular loan segment. Following the Bank Merger in June, we are operating as one bank, with a singular credit policy, concentration limits, and monitoring that will continue to align with Busey Bank’s pillars of credit quality.

    ASSET QUALITY (unaudited)
               
      As of
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024
    Total assets $ 18,918,740     $ 19,464,252     $ 11,971,416  
    Portfolio loans   13,808,619       13,868,357       7,998,912  
    Loans 30 – 89 days past due   42,188       18,554       23,463  
    Non-performing loans:          
    Non-accrual loans   53,614       48,647       8,393  
    Loans 90+ days past due and still accruing   941       6,077       712  
    Non-performing loans   54,555       54,724       9,105  
    Other non-performing assets   3,596       4,757       90  
    Non-performing assets   58,151       59,481       9,195  
    Substandard (excludes 90+ days past due)   117,580       131,078       86,579  
    Classified assets $ 175,731     $ 190,559     $ 95,774  
               
    Allowance for credit losses $ 183,334     $ 195,210     $ 85,226  
               
    RATIOS          
    Non-performing loans to portfolio loans   0.40 %     0.39 %     0.11 %
    Non-performing assets to total assets   0.31 %     0.31 %     0.08 %
    Non-performing assets to portfolio loans and other non-performing assets   0.42 %     0.43 %     0.11 %
    Allowance for credit losses to portfolio loans   1.33 %     1.41 %     1.07 %
    Coverage ratio of the allowance for credit losses to non-performing loans 3.36 x   3.57 x   9.36 x
    Classified assets to Bank Tier 1 capital1and reserves   7.70 %     8.40 %     6.40 %

    ___________________________________________

    1. Capital amounts for the second quarter of 2025 are not yet finalized and are subject to change.

    Loans 30-89 days past due increased by $23.6 million compared to March 31, 2025, and increased by $18.7 million compared to June 30, 2024. Increases are primarily due to two commercial credits, one of which—representing approximately $12.5 million—was brought current after the end of the second quarter.

    Non-performing loans decreased by $0.2 million compared to March 31, 2025, and increased by $45.5 million compared to June 30, 2024, with the increase compared to the prior year due to loans purchased with credit deterioration (“PCD” loans) assumed in the CrossFirst acquisition. Non-performing loans were 0.40% of portfolio loans as of June 30, 2025, a 1 basis point increase from March 31, 2025, and a 29 basis point increase from June 30, 2024.

    Non-performing assets decreased by $1.3 million compared to March 31, 2025, and increased by $49.0 million compared to June 30, 2024, with the increase compared to the prior year due to the PCD loans assumed in the CrossFirst acquisition. Non-performing assets represented 0.31% of total assets as of both June 30, 2025, and March 31, 2025, which is a 23 basis point increase from June 30, 2024.

    Classified assets decreased by $14.8 million compared to March 31, 2025, and increased by $80.0 million compared to June 30, 2024, with the increase compared to the prior year due to the PCD loans assumed in the CrossFirst acquisition.

    The allowance for credit losses was $183.3 million as of June 30, 2025, representing 1.33% of total portfolio loans outstanding, and providing coverage of 3.36 times our non-performing loans balance.

    NET CHARGE-OFFS (RECOVERIES) AND PROVISION EXPENSE (RELEASE) (unaudited)
                       
      Three Months Ended   Six Months Ended
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net charge-offs (recoveries) $ 12,882   $ 31,429   $ 9,856     $ 44,311   $ 15,072  
                       
    Provision for loan losses1 $ 1,005   $ 42,452   $ 2,277     $ 43,457   $ 7,315  
    Provision for unfunded commitments2   4,695     3,141     (369 )     7,836     (1,047 )
    Provision for credit losses3 $ 5,700   $ 45,593   $ 1,908     $ 51,293   $ 6,268  

    ___________________________________________

    1. Amounts reported as provision for loan losses for periods ending prior to June 30, 2025, were previously reported as provision for credit losses. March 31, 2025, included $42.4 million to establish an initial allowance for credit losses for loans purchased without credit deterioration (“non-PCD” loans) following the close of the CrossFirst acquisition.
    2. June 30, 2025, included an additional $4.0 million adjustment to the initial provision for unfunded commitments resulting from the adoption of a new CECL model. March 31, 2025, included $3.1 million to establish an initial allowance for unfunded commitments following the close of the CrossFirst acquisition.
    3. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses.

    Net charge-offs decreased by $18.5 million when compared to the first quarter of 2025, and increased by $3.0 million when compared with the second quarter of 2024. Net charge-offs during the second quarter of 2025 primarily related to one legacy-Busey medical office credit. Net charge-offs during the first quarter of 2025 included $29.6 million related to PCD loans acquired from CrossFirst Bank, which were fully reserved at acquisition and did not require recording additional provision expense.

    The $1.0 million provision for loan losses recorded in the second quarter of 2025 included a release of the PCD provision of $11.8 million due to PCD loan payoffs/paydowns and non-PCD provision expense of $12.8 million to support charge-offs, to adjust for the loan portfolio mix, and as a response to economic factors.

    Deposits

    Total deposits were $15.80 billion at June 30, 2025, compared to $16.46 billion at March 31, 2025, and $9.98 billion at June 30, 2024. Average deposits were $15.99 billion for the second quarter of 2025, compared to $12.18 billion for the first quarter of 2025 and $10.07 billion for the second quarter of 2024. The deliberate run-off of higher cost brokered deposits and listing service CD reductions accounted for $386.8 million of the quarter over quarter decrease as well as seasonal tax payments that put additional pressure on funding during the quarter.

    Core deposits2 accounted for 92.5% of total deposits as of June 30, 2025. The quality of our core deposit franchise is a critical value driver of our institution. We estimated that 33% of our deposits were uninsured and uncollateralized4 as of June 30, 2025, and we have sufficient on- and off-balance sheet liquidity to manage deposit fluctuations and the liquidity needs of our customers.

    We have executed various deposit campaigns to attract term funding and savings accounts at a lower rate than our marginal cost of funds. New certificate of deposit production in the second quarter of 2025 had a weighted average term of 8.0 months at a rate of 3.74%, which was 80 basis points below our average marginal wholesale equivalent-term funding cost during the quarter.

    Borrowings

    On June 1, 2025, Busey redeemed the entire $125.0 million outstanding principal amount of its 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Subordinated Notes”). The aggregate principal amount of the Subordinated Notes, plus accrued and unpaid interest thereon up to, but excluding, June 1, 2025, was $128.3 million.

    Liquidity

    As of June 30, 2025, Busey’s available sources of on- and off-balance sheet liquidity5 totaled $7.95 billion. Furthermore, Busey’s balance sheet liquidity profile continues to be aided by the cash flows expected from Busey’s relatively short-duration securities portfolio. Those cash flows were approximately $123.1 million in the second quarter of 2025. Cash flows from maturing securities within our portfolio are expected to be approximately $181.0 million for the remainder of 2025, with a current book yield of 2.52%, and approximately $289.7 million for 2026, with a current book yield of 2.58%.

    Capital Strength

    The strength of our balance sheet is also reflected in our capital foundation. Although still impacted by the strategic deployment of capital for the CrossFirst acquisition, as well as by Busey’s active share repurchase program, our capital ratios remain strong, and as of June 30, 2025, our estimated regulatory capital ratios6 continued to provide a buffer of more than $870 million above levels required to be designated well-capitalized. Busey’s Common Equity Tier 1 ratio is estimated6 to be 12.22% at June 30, 2025, compared to 12.00% at March 31, 2025, and 13.20% at June 30, 2024. Our Total Capital to Risk Weighted Assets ratio is estimated6 to be 15.75% at June 30, 2025, compared to 14.88% at March 31, 2025, and 17.50% at June 30, 2024.

    Busey’s tangible common equity2 was $1.71 billion at June 30, 2025, compared to $1.68 billion at March 31, 2025, and $963.2 million at June 30, 2024. Tangible common equity2 represented 9.27% of tangible assets at June 30, 2025, compared to 8.83% at March 31, 2025, and 8.30% at June 30, 2024.

    Busey’s tangible book value per common share2 was $19.18 at June 30, 2025, compared to $18.62 at March 31, 2025, and $16.97 at June 30, 2024, reflecting a 13.0% year-over-year increase.

    Dividends

    Busey’s strong capital levels, coupled with its earnings, have allowed the Company to provide a steady return to its stockholders through dividends. During the second quarter of 2025, Busey paid a dividend of $0.25 per share on its common stock. Busey has consistently paid dividends to its common stockholders since the bank holding company was organized in 1980. Additionally, during the second quarter of 2025, Busey paid a dividend of $20.00 per share on its Series A Non-cumulative Perpetual Preferred Stock, which was issued in connection with the CrossFirst acquisition.

    Series B Preferred Stock Issuance

    On May 20, 2025, Busey issued an aggregate of 8,600,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of Busey’s 8.25% Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock, $0.001 par value (the “Series B Preferred Stock”), with a liquidation preference of $1,000 per share of Series B Preferred Stock (equivalent to $25 per Depositary Share). Additional information about the Depositary Shares and Series B Preferred Stock issuance can be found in Busey’s 8-K filed with the SEC on May 20, 2025, and the related exhibits thereto.

    Share Repurchases

    During the second quarter of 2025, Busey’s board of directors authorized the purchase of up to 2,000,000 additional shares of the Company’s common stock under Busey’s stock repurchase plan. Busey purchased 1,012,000 shares of its common stock under the plan during the second quarter of 2025 at a weighted average price of $21.40 per share for a total of $21.7 million. As of June 30, 2025, Busey had 2,687,275 shares remaining available for repurchase under the plan.

    SECOND QUARTER EARNINGS INVESTOR PRESENTATION

    For additional information on Busey’s financial condition and operating results, please refer to our Q2 2025 Earnings Investor Presentation furnished via Form 8‑K on July 22, 2025, in connection with this earnings release.

    CORPORATE PROFILE

    As of June 30, 2025, First Busey Corporation (Nasdaq: BUSE) was a $18.92 billion financial holding company headquartered in Leawood, Kansas.

    Busey Bank, a wholly-owned bank subsidiary of First Busey Corporation headquartered in Champaign, Illinois, had total assets of $18.87 billion as of June 30, 2025. Busey Bank currently has 78 banking centers, with 21 in Central Illinois markets, 17 in suburban Chicago markets, 20 in the St. Louis Metropolitan Statistical Area, four in the Dallas-Fort Worth-Arlington Metropolitan Statistical Area, three in the Kansas City Metropolitan Statistical Area, three in Southwest Florida, one in Indianapolis, two in Oklahoma City, one in Tulsa, one in Wichita, one in Denver, one in Colorado Springs, one in Phoenix, one in Tucson, and one in New Mexico. More information about Busey Bank can be found at busey.com.

    Through Busey’s Wealth Management division, the Company provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations. Assets under care totaled $14.10 billion as of June 30, 2025. More information about Busey’s Wealth Management services can be found at busey.com/wealth-management.

    Busey Bank’s wholly-owned subsidiary, FirsTech, specializes in the evolving financial technology needs of small and medium-sized businesses, highly regulated enterprise industries, and financial institutions. FirsTech provides comprehensive and innovative payment technology solutions, including online, mobile, and voice-recognition bill payments; money and data movement; merchant services; direct debit services; lockbox remittance processing for payments made by mail; and walk-in payments at retail agents. Additionally, FirsTech simplifies client workflows through integrations enabling support with billing, reconciliation, bill reminders, and treasury services. More information about FirsTech can be found at firstechpayments.com.

    For the fourth consecutive year, Busey was named among Forbes’ 2025’s America’s Best Banks. In 2025, Forbes also recognized Busey as a Best-in-State Bank, based on rankings of customer service, quality of financial advice, fee structures, ease of digital services, accessing help at branch locations and the degree of trust inspired. Busey was also named among the 2024 Best Banks to Work For by American Banker and the 2024 Best Places to Work in Money Management by Pensions and Investments. We are honored to be consistently recognized as an outstanding financial services organization with an engaged culture of integrity and commitment to community development.

    NON-GAAP FINANCIAL INFORMATION

    This earnings release contains certain financial information determined by methods other than GAAP. Management uses these non-GAAP measures, together with the related GAAP measures, in analysis of Busey’s performance and in making business decisions, as well as for comparison to Busey’s peers. Busey believes the adjusted measures are useful for investors and management to understand the effects of certain non-core and non-recurring items and provide additional perspective on Busey’s performance over time.

    The following tables present reconciliations between these non-GAAP measures and what management believes to be the most directly comparable GAAP financial measures.

    These non-GAAP disclosures have inherent limitations and are not audited. They should not be considered in isolation or as a substitute for operating results reported in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Tax effected numbers included in these non-GAAP disclosures are based on estimated statutory rates, estimated federal income tax rates, or effective tax rates, as noted with the tables below.

    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

    Pre-Provision Net Revenue and Related Measures
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net interest income (GAAP)   $ 153,183     $ 103,731     $ 82,532     $ 256,914     $ 158,386  
    Total noninterest income (GAAP)     44,863       21,223       33,703       66,086       68,616  
    Net security (gains) losses (GAAP)     (5,997 )     15,768       353       9,771       6,728  
    Total noninterest expense (GAAP)1     (127,833 )     (112,030 )     (75,906 )     (239,863 )     (147,353 )
    Pre-provision net revenue (Non-GAAP) [a]   64,216       28,692       40,682       92,908       86,377  
    Acquisition and restructuring expenses, excluding initial provision expenses     16,600       26,026       2,212       42,626       2,620  
    Realized net (gains) losses on the sale of mortgage service rights     —       —       (277 )     —       (7,742 )
    Adjusted pre-provision net revenue (Non-GAAP) [b] $ 80,816     $ 54,718     $ 42,617     $ 135,534     $ 81,255  
                         
    Average total assets [c] $ 19,068,086     $ 14,831,298     $ 12,089,692     $ 16,961,396     $ 12,056,950  
                         
    Pre-provision net revenue to average total assets (Non-GAAP)2 [a÷c]   1.35 %     0.78 %     1.35 %     1.10 %     1.44 %
    Adjusted pre-provision net revenue to average total assets (Non-GAAP)2 [b÷c]   1.70 %     1.50 %     1.42 %     1.61 %     1.36 %

    ___________________________________________

    1. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense.
    2. Annualized measure.
    Adjusted Net Income, Average Tangible Common Equity, and Related Ratios
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands, except per share amounts)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net income (loss) (GAAP) [a] $ 47,404     $ (29,990 )   $ 27,357     $ 17,414     $ 53,582  
    Day 2 provision for credit losses1     —       45,572       —       45,572       —  
    Adjustment of initial provision for unfunded commitments due to adoption of new model1     4,030       —       —       4,030       —  
    Other acquisition expenses     16,600       26,026       2,212       42,626       2,497  
    Restructuring expenses     —       —       —       —       123  
    Net securities (gains) losses     (5,997 )     15,768       353       9,771       6,728  
    Realized net (gains) losses on the sale of mortgage servicing rights     —       —       (277 )     —       (7,742 )
    Related tax (benefit) expense2     (4,971 )     (22,069 )     (572 )     (27,040 )     (402 )
    Non-recurring deferred tax adjustment3     328       4,591       1,446       4,919       1,446  
    Adjusted net income (Non-GAAP)4 [b]   57,394       39,898       30,519       97,292       56,232  
    Preferred dividends [c]   155       —       —       155       —  
    Adjusted net income available to common stockholders (Non-GAAP) [d] $ 57,239     $ 39,898     $ 30,519     $ 97,137     $ 56,232  
                         
    Weighted average number of common shares outstanding, diluted (GAAP) [e]   90,883,711       68,517,647       57,853,231       80,251,577       57,129,865  
    Diluted earnings (loss) per common share (GAAP) [(a-c)÷e] $ 0.52     $ (0.44 )   $ 0.47     $ 0.22     $ 0.94  
                         
    Weighted average number of common shares outstanding, diluted (Non-GAAP)5 [f]   90,883,711       69,502,717       57,853,231       80,251,577       57,129,865  
    Adjusted diluted earnings per common share (Non-GAAP)5,6 [d÷f] $ 0.63     $ 0.57     $ 0.53     $ 1.21     $ 0.98  
                         
    Average total assets [g] $ 19,068,086     $ 14,831,298     $ 12,089,692     $ 16,961,396     $ 12,056,950  
    Return on average assets (Non-GAAP)6 [a÷g]   1.00 %   (0.82)%     0.91 %     0.21 %     0.89 %
    Adjusted return on average assets (Non-GAAP)4,6 [b÷g]   1.21 %     1.09 %     1.02 %     1.16 %     0.94 %
                         
    Average common equity   $ 2,180,963     $ 1,932,407     $ 1,331,815     $ 2,057,372     $ 1,303,770  
    Average goodwill and other intangible assets, net     (494,473 )     (411,020 )     (376,224 )     (452,978 )     (364,620 )
    Average tangible common equity (Non-GAAP) [h] $ 1,686,490     $ 1,521,387     $ 955,591     $ 1,604,394     $ 939,150  
                         
    Return on average tangible common equity (Non-GAAP)6 [(a-c)÷h]   11.24 %   (7.99)%     11.51 %     2.17 %     11.47 %
    Adjusted return on average tangible common equity (Non-GAAP)4,6 [d÷h]   13.61 %     10.64 %     12.85 %     12.21 %     12.04 %

    ___________________________________________

    1. The Day 2 provision represents the initial provision for credit losses recorded in connection with the CrossFirst acquisition to establish an allowance on non-PCD loans and unfunded commitments and is reflected within the provision for credit losses line on the Statement of Income.
    2. Tax benefits were calculated for the year-to-date periods using tax rates of 26.51% and 25.03% for the six months ended June 30, 2025 and 2024, respectively. Tax benefits for the quarterly periods were calculated as the year-to-date tax amounts less the tax reported for previous quarters during the year.
    3. A deferred valuation tax adjustment in 2025 was recorded in connection with the CrossFirst acquisition and the expansion of Busey’s footprint into new states. Additionally, 2025 includes a write-off of deferred tax assets related to non-deductible acquisition-related expenses. A deferred tax valuation adjustment in 2024 resulted from a change to Busey’s Illinois apportionment rate due to recently enacted regulations. Deferred tax adjustments are reflected within the income taxes line on the Statement of Income.
    4. Beginning in 2025, Busey revised its calculation of adjusted net income for all periods presented to include, as applicable, adjustments for net securities gains and losses, realized net gains and losses on the sale of mortgage servicing rights, and one-time deferred tax valuation adjustments. In 2024, these adjusting items were presented as further adjustments to adjusted net income.
    5. Dilution includes shares that would have been dilutive if there had been net income during the period.
    6. Annualized measure.
    Tax-Equivalent Net Interest Income, Adjusted Net Interest Income, Net Interest Margin, and Adjusted Net Interest Margin
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net interest income (GAAP)   $ 153,183     $ 103,731     $ 82,532     $ 256,914     $ 158,386  
    Tax-equivalent adjustment1     791       537       402       1,328       851  
    Tax-equivalent net interest income (Non-GAAP) [a]   153,974       104,268       82,934       258,242       159,237  
    Purchase accounting accretion related to business combinations     (7,119 )     (2,728 )     (812 )     (9,847 )     (1,016 )
    Adjusted net interest income (Non-GAAP) [b] $ 146,855     $ 101,540     $ 82,122     $ 248,395     $ 158,221  
                         
    Average interest-earning assets (Non-GAAP) [c] $ 17,700,356     $ 13,363,594     $ 11,000,785     $ 15,543,955     $ 11,003,344  
                         
    Net interest margin (Non-GAAP)2 [a÷c]   3.49 %     3.16 %     3.03 %     3.35 %     2.91 %
    Adjusted net interest margin (Non-GAAP)2 [b÷c]   3.33 %     3.08 %     3.00 %     3.22 %     2.89 %

    ___________________________________________

    1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
    2. Annualized measure.
    Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, Efficiency Ratios, and Adjusted Noninterest Expense to Average Assets
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net interest income (GAAP) [a] $ 153,183     $ 103,731     $ 82,532     $ 256,914     $ 158,386  
    Tax-equivalent adjustment1     791       537       402       1,328       851  
    Tax-equivalent net interest income (Non-GAAP) [b]   153,974       104,268       82,934       258,242       159,237  
                         
    Total noninterest income (GAAP)     44,863       21,223       33,703       66,086       68,616  
    Net security (gains) losses     (5,997 )     15,768       353       9,771       6,728  
    Noninterest income excluding net securities gains and losses (Non-GAAP) [c]   38,866       36,991       34,056       75,857       75,344  
    Realized net (gains) losses on the sale of mortgage service rights     —       —       (277 )     —       (7,742 )
    Adjusted noninterest income (Non-GAAP) [d] $ 38,866     $ 36,991     $ 33,779     $ 75,857     $ 67,602  
                         
    Tax-equivalent revenue (Non-GAAP) [e = b+c] $ 192,840     $ 141,259     $ 116,990     $ 334,099     $ 234,581  
    Adjusted tax-equivalent revenue (Non-GAAP) [f = b+d]   192,840       141,259       116,713       334,099       226,839  
    Operating revenue (Non-GAAP) [g = a+d]   192,049       140,722       116,311       332,771       225,988  
                         
    Adjusted noninterest income to operating revenue (Non-GAAP) [d÷g]   20.24 %     26.29 %     29.04 %     22.80 %     29.91 %
                         
    Total noninterest expense (GAAP)2   $ 127,833     $ 112,030     $ 75,906     $ 239,863     $ 147,353  
    Amortization of intangible assets     (4,592 )     (3,083 )     (2,629 )     (7,675 )     (5,038 )
    Noninterest expense excluding amortization of intangible assets (Non-GAAP)2 [h]   123,241       108,947       73,277       232,188       142,315  
    Acquisition and restructuring expenses, excluding initial provision expenses     (16,600 )     (26,026 )     (2,212 )     (42,626 )     (2,620 )
    Adjusted noninterest expense (Non-GAAP)2 [i] $ 106,641     $ 82,921     $ 71,065     $ 189,562     $ 139,695  
                         
    Efficiency ratio (Non-GAAP)2 [h÷e]   63.91 %     77.13 %     62.64 %     69.50 %     60.67 %
    Adjusted efficiency ratio (Non-GAAP)2 [i÷f]   55.30 %     58.70 %     60.89 %     56.74 %     61.58 %
                         
    Average total assets [j] $ 19,068,086     $ 14,831,298     $ 12,089,692     $ 16,961,396     $ 12,056,950  
    Adjusted noninterest expense to average assets (Non-GAAP)2,3 [i÷j]   2.24 %     2.27 %     2.36 %     2.25 %     2.33 %

    ___________________________________________

    1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
    2. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense. This change affects all measures and ratios derived from total noninterest expense.
    3. Annualized measure.
    Tangible Assets, Tangible Common Equity, and Related Measures and Ratio
                 
        As of
    (dollars in thousands, except per share amounts)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024
    Total assets (GAAP)   $ 18,918,740     $ 19,464,252     $ 11,971,416  
    Goodwill and other intangible assets, net     (488,181 )     (496,118 )     (370,580 )
    Tangible assets (Non-GAAP)1 [a] $ 18,430,559     $ 18,968,134     $ 11,600,836  
                 
    Total stockholders’ equity (GAAP)   $ 2,412,546     $ 2,179,606     $ 1,333,810  
    Preferred stock and additional paid in capital on preferred stock     (215,197 )     (7,750 )     —  
    Common equity [b]   2,197,349       2,171,856       1,333,810  
    Goodwill and other intangible assets, net     (488,181 )     (496,118 )     (370,580 )
    Tangible common equity (Non-GAAP)1 [c] $ 1,709,168     $ 1,675,738     $ 963,230  
                 
    Tangible common equity to tangible assets (Non-GAAP)1 [c÷a]   9.27 %     8.83 %     8.30 %
                 
    Ending number of common shares outstanding (GAAP) [d]   89,104,678       90,008,178       56,746,937  
    Book value per common share (Non-GAAP) [b÷d] $ 24.66     $ 24.13     $ 23.50  
    Tangible book value per common share (Non-GAAP) [c÷d] $ 19.18     $ 18.62     $ 16.97  

    ___________________________________________

    1. Beginning in 2025, Busey revised its calculation of tangible assets and tangible common equity for all periods presented to exclude any tax adjustment.
    Core Deposits and Related Ratio
                 
        As of
    (dollars in thousands)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024
    Total deposits (GAAP) [a] $ 15,801,772     $ 16,459,470     $ 9,976,135  
    Brokered deposits, excluding brokered time deposits of $250,000 or more     (353,614 )     (722,224 )     (43,089 )
    Time deposits of $250,000 or more     (827,762 )     (867,035 )     (314,461 )
    Core deposits (Non-GAAP) [b] $ 14,620,396     $ 14,870,211     $ 9,618,585  
                 
    Core deposits to total deposits (Non-GAAP) [b÷a]   92.52 %     90.34 %     96.42 %
                             

    FORWARD-LOOKING STATEMENTS

    This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Busey’s financial condition, results of operations, plans, objectives, future performance, and business. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Busey’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” “position,” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and Busey undertakes no obligation to update any statement in light of new information or future events.

    A number of factors, many of which are beyond Busey’s ability to control or predict, could cause actual results to differ materially from those in any forward-looking statements. These factors include, among others, the following: (1) the strength of the local, state, national, and international economies and financial markets (including effects of inflationary pressures, the threat or implementation of tariffs, trade wars, and changes to immigration policy); (2) changes in, and the interpretation and prioritization of, local, state, and federal laws, regulations, and governmental policies (including those concerning Busey’s general business); (3) the economic impact of any future terrorist threats or attacks, widespread disease or pandemics, or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine and the conflict in the Middle East); (4) unexpected results of acquisitions, including the acquisition of CrossFirst, which may include the failure to realize the anticipated benefits of the acquisitions and the possibility that the transaction and integration costs may be greater than anticipated; (5) the imposition of tariffs or other governmental policies impacting the value of products produced by Busey’s commercial borrowers; (6) new or revised accounting policies and practices as may be adopted by state and federal regulatory banking agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission, or the Public Company Accounting Oversight Board; (7) changes in interest rates and prepayment rates of Busey’s assets (including the impact of sustained elevated interest rates); (8) increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers; (9) technological changes implemented by us and other parties, including our third-party vendors, which may have unforeseen consequences to us and our customers, including the development and implementation of tools incorporating artificial intelligence; (10) the loss of key executives or associates, talent shortages, and employee turnover; (11) unexpected outcomes and costs of existing or new litigation, investigations, or other legal proceedings, inquiries, and regulatory actions involving Busey (including with respect to Busey’s Illinois franchise taxes); (12) fluctuations in the value of securities held in Busey’s securities portfolio, including as a result of changes in interest rates; (13) credit risk and risk from concentrations (by type of borrower, geographic area, collateral, and industry), within Busey’s loan portfolio and large loans to certain borrowers (including commercial real estate loans); (14) the concentration of large deposits from certain clients who have balances above current Federal Deposit Insurance Corporation insurance limits and may withdraw deposits to diversify their exposure; (15) the level of non-performing assets on Busey’s balance sheets; (16) interruptions involving information technology and communications systems or third-party servicers; (17) breaches or failures of information security controls or cybersecurity-related incidents; (18) the economic impact on Busey and its customers of climate change, natural disasters, and exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, and droughts; (19) the ability to successfully manage liquidity risk, which may increase dependence on non-core funding sources such as brokered deposits, and may negatively impact Busey’s cost of funds; (20) the ability to maintain an adequate level of allowance for credit losses on loans; (21) the effectiveness of Busey’s risk management framework; and (22) the ability of Busey to manage the risks associated with the foregoing. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

    Additional information concerning Busey and its business, including additional factors that could materially affect Busey’s financial results, is included in Busey’s filings with the Securities and Exchange Commission.

    END NOTES

    1 Annualized measure.
    2 Represents a non-GAAP financial measure. For a reconciliation to the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”), see “Non-GAAP Financial Information.”
    3 The blended benchmark consists of 60% MSCI All Country World Index and 40% Bloomberg Intermediate US Government/Credit Total Return Index.
    4 Estimated uninsured and uncollateralized deposits consist of account balances in excess of the $250,000 Federal Deposit Insurance Corporation insurance limit, less intercompany accounts, fully collateralized accounts (including preferred deposits), and pass-through accounts where clients have deposit insurance at the correspondent financial institution.
    5 On- and off-balance sheet liquidity is comprised of cash and cash equivalents, debt securities excluding those pledged as collateral, brokered deposits, and Busey’s borrowing capacity through its revolving credit facility, the FHLB, the Federal Reserve Bank, and federal funds purchased lines.
    6 Capital amounts and ratios for the second quarter of 2025 are not yet finalized and are subject to change.
       

    INVESTOR CONTACT: Scott A. Phillips, Interim Chief Financial Officer | 239-689-7167

    The MIL Network –

  • MIL-OSI: Baker Hughes Company Announces Second-Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Second-quarter highlights

    • Orders of $7.0 billion, including $3.5 billion of IET orders.
    • RPO of $34.0 billion, including record IET RPO of $31.3 billion.
    • Revenue of $6.9 billion, down 3% year-over-year.
    • Attributable net income of $701 million.
    • GAAP diluted EPS of $0.71 and adjusted diluted EPS* of $0.63.
    • Adjusted EBITDA* of $1,212 million, up 7% year-over-year.
    • Cash flows from operating activities of $510 million and free cash flow* of $239 million.
    • Returns to shareholders of $423 million, including $196 million of share repurchases.

    HOUSTON and LONDON, July 22, 2025 (GLOBE NEWSWIRE) — Baker Hughes Company (Nasdaq: BKR) (“Baker Hughes” or the “Company”) announced results today for the second quarter of 2025.

    “We delivered strong second-quarter results, with total adjusted EBITDA margins increasing 170 basis points year-over-year to 17.5% despite a modest decline in revenue. This performance reflects the benefits of structural cost improvements and continued deployment of our business system, which is driving higher productivity, stronger operating leverage and more durable earnings across the company,” said Lorenzo Simonelli, Baker Hughes Chairman and Chief Executive Officer.

    “IET orders totaled $3.5 billion in the quarter, resulting in another record backlog for the segment. Importantly, order momentum remained strong, supported by more than $550 million of data center related orders, despite the absence of large LNG awards. Following a strong first half and a positive outlook for second half awards, we are confident of achieving the full-year order guidance range for IET.”

    “We remain confident in our ability to deliver solid performance in 2025, with continued growth in IET helping to offset softness in more market-sensitive areas of OFSE – underscoring the strength of our portfolio and the benefits of our strategic diversification. Accordingly, we are raising our full-year revenue and EBITDA guidance for IET and reestablishing full-year guidance for OFSE.”

    “During the quarter, we also announced three strategic transactions to advance our portfolio optimization strategy, reinforcing efforts to enhance the durability of earnings and cash flow while creating long-term value for shareholders. These actions are designed to unlock value from non-core businesses in our portfolio and redeploy that capital into higher-margin opportunities that fit our financial and strategic frameworks.”

    “We are progressing with our strategy of positioning the company for sustainable, differentiated growth and commend the focus and dedication of our people in executing this strategy,” concluded Simonelli.

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

        Three Months Ended   Variance
    (in millions except per share amounts)   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 7,032   $ 6,459   $ 7,526     9 % (7 %)
    Revenue     6,910     6,427     7,139     8 % (3 %)
    Net income attributable to Baker Hughes     701     402     579     74 % 21 %
    Adjusted net income attributable to Baker Hughes*     623     509     568     22 % 10 %
    Adjusted EBITDA*     1,212     1,037     1,130     17 % 7 %
    Diluted earnings per share (EPS)     0.71     0.40     0.58     76 % 22 %
    Adjusted diluted EPS*     0.63     0.51     0.57     23 % 11 %
    Cash flow from operating activities     510     709     348     (28 %) 47 %
    Free cash flow*     239     454     106     (47 %) F


    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Certain columns and rows in our tables and financial statements may not sum up due to the use of rounded numbers.

    “F” is used in most instances when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    Quarter Highlights

    Executing our portfolio optimization strategy

    In the second quarter, Baker Hughes announced three strategic transactions, all of which reflect a disciplined capital allocation framework and a focus on core businesses with strong return potential.

    First, the Company signed an agreement to form a joint venture with a subsidiary of Cactus, Inc., contributing the Oilfield Services & Equipment’s (“OFSE“) Surface Pressure Control (“SPC“) product line in exchange for approximately $345 million while maintaining a minority ownership stake.

    Second, the Company announced an agreement to sell the Precision Sensors & Instrumentation (“PSI“) product line within Industrial & Energy Technology (“IET“) to Crane Company for approximately $1.15 billion. These proceeds will enhance the Company’s flexibility to reinvest in higher-growth, higher-return areas that support further margin expansion and improved returns.

    Finally, Baker Hughes agreed to acquire Continental Disc Corporation (“CDC“), a leading provider of pressure management solutions, for approximately $540 million. The CDC acquisition strengthens the IET Industrial Products portfolio with a highly complementary, margin-accretive business that expands the Company’s position in the flow and pressure control market and enhances recurring, lifecycle driven revenue.

    Key awards and technology achievements

    The Company continued to support the development of critical data center projects, with year-to-date data center awards of more than $650 million. IET received an award to supply 30 NovaLT™ turbines, representing our largest data center award to-date. The turbines, alongside other associated Baker Hughes equipment, will deliver up to 500 megawatts (MW) of reliable and efficient power for data center development across various U.S. locations.

    Frontier Infrastructure awarded a contract for NovaLT™ turbines, delivering up to 270 MW of power for its data center projects in Wyoming and Texas. This follows the March 2025 enterprise-wide agreement to accelerate large scale carbon capture and storage (“CCS“) and power solutions.

    Baker Hughes continues to grow the pipeline of future data center opportunities. At the Saudi-U.S. Investment Forum in May, the Company signed an MoU with DataVolt that plans to power data centers globally, including the NEOM project in the Kingdom that intends to utilize Baker Hughes’ multi-fuel NovaLT™ technology solution.

    In addition to growing demand from data center applications, IET experienced increased demand for NovaLT™ turbines in the gas infrastructure sector. During the second quarter, the segment secured an award for four gas turbines to support Aramco’s Master Gas System III pipeline project. Including this award, we have secured a total of $2.9 billion in gas infrastructure equipment orders over the past six quarters.

    Highlighting the durability of IET’s lifecycle model, the segment was awarded several aftermarket services contracts. In Gas Technology Services (“GTS“), the Company secured more than $350 million of Contractual Services Agreements (“CSA“) during the quarter. We signed a maintenance agreement with Belayim Petroleum Company (“Petrobel”) to improve uptime and reliability of critical turbomachinery equipment in Egypt. Also in GTS, we renewed a multi-year service agreement with Oman LNG, including resident engineering support along with digital remote monitoring and diagnostics services delivered through iCenter™.

    The Company gained further traction with New Energy globally, with year-to-date bookings now totaling $1.25 billion. In Climate Technology Solutions (“CTS“), we secured one of our largest CCS orders to-date, providing compression technology for a CCS hub in the Middle East. Also in CTS, we signed a framework agreement with Energinet in Denmark to supply 16 reciprocating compressor packages, supporting an increase in biogas production while driving methane and CO2 emissions reduction for gas infrastructure across the country.

    Industrial Technology continued to demonstrate strong momentum across multiple end markets. In Industrial Solutions, we secured a variety of awards for our Cordant™ suite of solutions. This includes an award from a large NOC to deploy Asset Performance Management across several compression stations in the Middle East, and an award from NOVA Chemicals to optimize maintenance spend and maximize production.

    OFSE maintained strong momentum in Mature Assets Solutions around the globe. In Angola, OFSE was awarded multi-year production solutions contracts for chemicals, artificial lift, and digital services to support a major operator’s offshore activities. In Kazakhstan, the TOPAN and Baker Hughes joint venture secured a critical production chemicals and services award. In Norway, Equinor awarded OFSE a contract to industrialize offshore plug and abandonment (“P&A“) operations in the Oseberg East field, which followed the announcement of a multi-year P&A framework agreement for integrated well services.

    OFSE saw continued adoption of Leucipa™ automated field production solution, securing an award from Repsol for next-generation AI capabilities following the MoU signed in October 2024. The Company also signed an agreement with ENI to deploy Leucipa for electric submersible pumps (“ESP“) optimization and AI-powered predictive failure analytics in the Middle East.

    Also in the Middle East, Baker Hughes signed a master services agreement with Aramco for installation and maintenance of ESPs across the Kingdom of Saudi Arabia.

    In North America, OFSE secured a multi-year contract to provide drag reducing chemicals to be deployed on Genesis Energy’s Cameron Highway Oil Pipeline and Poseidon systems, each of which is operated and 64% owned by Genesis Energy. To support this agreement, OFSE will expand its chemicals manufacturing footprint and deploy Leucipa. Additionally, bp awarded OFSE a multi-year chemicals management services contract to optimize throughput and asset reliability in the U.S. Gulf Coast.

    In Germany, OFSE successfully drilled Lower Saxony’s first productive deep geothermal exploration well, a project that leverages OFSE’s integrated well construction and production capabilities and the Company’s industry-leading subsurface-to-surface digital solutions to monitor and optimize operational performance.

    Consolidated Financial Results

    Revenue for the quarter was $6,910 million, an increase of 8% sequentially and down $229 million year-over-year. The decrease in revenue year-over-year was driven by a decrease in OFSE partially offset by an increase in IET.

    The Company’s total book-to-bill ratio in the second quarter of 2025 was 1.0; the IET book-to-bill ratio was 1.1.

    Net income as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the second quarter of 2025 was $701 million. Net income increased $299 million sequentially and increased $122 million year-over-year.

    Adjusted net income (a non-GAAP financial measure) for the second quarter of 2025 was $623 million, which excludes adjustments totaling $78 million. A list of the adjusting items and associated reconciliation from GAAP has been provided in Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted net income for the second quarter of 2025 was up 22% sequentially and up 10% year-over-year.

    Depreciation and amortization for the second quarter of 2025 was $293 million.

    Adjusted EBITDA (a non-GAAP financial measure) for the second quarter of 2025 was $1,212 million, which excludes adjustments totaling $102 million. See Table 1a in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted EBITDA for the second quarter was up 17% sequentially and up 7% year-over-year.

    The sequential increase in adjusted net income and adjusted EBITDA was primarily driven by an increase in volume, favorable FX, and overall productivity. The year-over-year increase in adjusted net income and adjusted EBITDA was driven by productivity and structural cost out initiatives, favorable FX, partially offset by lower volume in OFSE, and cost inflation in both segments.

    Other Financial Items

    Remaining Performance Obligations (“RPO”) in the second quarter of 2025 ended at $34 billion, an increase of $0.8 billion from the first quarter of 2025. OFSE RPO was $2.7 billion, down 3% sequentially, while IET RPO was $31.3 billion, up 3% sequentially. Within IET RPO, GTE RPO was $11.3 billion, and GTS RPO was $15.6 billion.

    Income tax expense in the second quarter of 2025 was $256 million.

    Other (income) expense, net in the second quarter of 2025 was $(134) million, primarily related to changes in fair value for equity securities of $(119) million.

    GAAP diluted earnings per share was $0.71. Adjusted diluted earnings per share (a non-GAAP financial measure) was $0.63. Excluded from adjusted diluted earnings per share were all items listed in Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Cash flow from operating activities was $510 million for the second quarter of 2025. Free cash flow (a non-GAAP financial measure) for the quarter was $239 million. A reconciliation from GAAP has been provided in Table 1c in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Capital expenditures, net of proceeds from disposal of assets, were $271 million for the second quarter of 2025, of which $184 million was for OFSE and $68 million was for IET.

    Results by Reporting Segment

    The following segment discussions and variance explanations are intended to reflect management’s view of the relevant comparisons of financial results on a sequential or year-over-year basis, depending on the business dynamics of the reporting segments.

    Oilfield Services & Equipment

    (in millions)   Three Months Ended   Variance
    Segment results   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 3,503   $ 3,281   $ 4,068     7 % (14 %)
    Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
    EBITDA   $ 677   $ 623   $ 716     9 % (5 %)
    EBITDA margin     18.7 %   17.8 %   17.8 %   0.9pts 0.9pts
    (in millions)   Three Months Ended   Variance
    Revenue by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Well Construction   $ 921   $ 892   $ 1,090     3 % (16 %)
    Completions, Intervention, and Measurements     935     925     1,118     1 % (16 %)
    Production Solutions     968     899     958     8 % 1 %
    Subsea & Surface Pressure Systems     793     782     845     1 % (6 %)
    Total Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
    (in millions)   Three Months Ended   Variance
    Revenue by Geographic Region   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    North America   $ 928   $ 922   $ 1,023     1 % (9 %)
    Latin America     639     568     663     12 % (4 %)
    Europe/CIS/Sub-Saharan Africa     653     580     827     13 % (21 %)
    Middle East/Asia     1,398     1,429     1,498     (2 %) (7 %)
    Total Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
                   
    North America   $ 928   $ 922   $ 1,023     1 % (9 %)
    International   $ 2,689   $ 2,577   $ 2,988     4 % (10 %)


    EBITDA excludes depreciation and amortization of     $233 million, $226 million, and $223 million for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. EBITDA margin is defined as EBITDA divided by revenue.

    OFSE orders of $3,503 million for the second quarter of 2025 increased by 7% sequentially. Subsea and Surface Pressure Systems orders were $698 million, up 31% sequentially, and down 21% year-over-year.

    OFSE revenue of $3,617 million for the second quarter of 2025 was up 3% sequentially, and down 10% year-over-year.

    North America revenue was $928 million, up 1% sequentially. International revenue was $2,689 million, up 4% sequentially, with increase in all regions with the exception of Middle East and Asia.

    Segment EBITDA for the second quarter of 2025 was $677 million, an increase of $54 million, or 9% sequentially. The sequential increase in EBITDA was primarily driven by productivity, structural cost-out initiatives, volume increase, partially offset by inflation and revenue mix.

    Industrial & Energy Technology

    (in millions)   Three Months Ended   Variance
    Segment results   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 3,530   $ 3,178   $ 3,458     11 % 2 %
    Revenue   $ 3,293   $ 2,928   $ 3,128     12 % 5 %
    EBITDA   $ 585   $ 501   $ 497     17 % 18 %
    EBITDA margin     17.8 %   17.1 %   15.9 %   0.7pts 1.9pts
    (in millions)   Three Months Ended   Variance
    Orders by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Gas Technology Equipment   $ 781   $ 1,335   $ 1,493     (42 %) (48 %)
    Gas Technology Services     986     913     769     8 % 28 %
    Total Gas Technology     1,767     2,248     2,261     (21 %) (22 %)
    Industrial Products     513     501     524     2 % (2 %)
    Industrial Solutions     327     281     281     16 % 16 %
    Total Industrial Technology     839     782     805     7 % 4 %
    Climate Technology Solutions     923     148     392     F F
    Total Orders   $ 3,530   $ 3,178   $ 3,458     11 % 2 %
    (in millions)   Three Months Ended   Variance
    Revenue by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Gas Technology Equipment   $ 1,624   $ 1,456   $ 1,539     12 % 6 %
    Gas Technology Services     752     592     691     27 % 9 %
    Total Gas Technology     2,377     2,047     2,230     16 % 7 %
    Industrial Products     488     445     509     10 % (4 %)
    Industrial Solutions     273     258     262     6 % 4 %
    Total Industrial Technology     761     703     770     8 % (1 %)
    Climate Technology Solutions     156     178     128     (12 %) 22 %
    Total Revenue   $ 3,293   $ 2,928   $ 3,128     12 % 5 %


    EBITDA excludes depreciation and amortization of     $56 million, $53 million, and $55 million for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. EBITDA margin is defined as EBITDA divided by revenue.

    “F” is used in most instances when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    IET orders of $3,530 million for the second quarter of 2025 increased by $72 million, or 2% year-over-year. The increase was driven primarily by Climate Technology Solutions and partially offset by Gas Technology.

    IET revenue of $3,293 million for the second quarter of 2025 increased $165 million, or 5% year-over-year. The increase was driven by Gas Technology Equipment, up $85 million or 6% year-over-year, Gas Technology Services, up $61 million or 9% year-over-year, and Climate Technology Solutions, up $28 million or 22% year-over-year.

    Segment EBITDA for the quarter was $585 million, an increase of $88 million, or 18% year-over-year. The year-over-year increase in segment EBITDA was driven by positive pricing, favorable FX, and productivity, partially offset by cost inflation.

    Reconciliation of GAAP to non-GAAP Financial Measures

    Management provides non-GAAP financial measures because it believes such measures are widely accepted financial indicators used by investors and analysts to analyze and compare companies on the basis of operating performance (including adjusted EBITDA; adjusted net income attributable to Baker Hughes; and adjusted diluted earnings per share) and liquidity (free cash flow) and that these measures may be used by investors to make informed investment decisions. Management believes that the exclusion of certain identified items from several key operating performance measures enables us to evaluate our operations more effectively, to identify underlying trends in the business, and to establish operational goals for certain management compensation purposes. Management also believes that free cash flow is an important supplemental measure of our cash performance but should not be considered as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flow from operating activities presented in accordance with GAAP.

    Table 1a. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted EBITDA and Segment EBITDA

        Three Months Ended
    (in millions)   June 30, 2025 March 31, 2025 June 30, 2024
    Net income attributable to Baker Hughes (GAAP)   $ 701   $ 402   $ 579  
    Net income attributable to noncontrolling interests     10     7     2  
    Provision for income taxes     256     152     243  
    Interest expense, net     54     51     47  
    Depreciation & amortization     293     285     283  
    Change in fair value of equity securities (1)     (119 )   140     (19 )
    Other charges and credits (1)     17     —     (6 )
    Adjusted EBITDA (non-GAAP)     1,212     1,037     1,130  
    Corporate costs     78     85     83  
    Other (income) / expense not allocated to segments     (28 )   1     —  
    Total Segment EBITDA (non-GAAP)   $ 1,262   $ 1,124   $ 1,213  
    OFSE     677     623     716  
    IET     585     501     497  


    (1)     Change in fair value of equity securities and other charges and credits are reported in “Other (income) expense, net” on the condensed consolidated statements of income (loss).

    Table 1a reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted EBITDA and Segment EBITDA. Adjusted EBITDA and Segment EBITDA exclude the impact of certain identified items.

    Table 1b. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted Net Income Attributable to Baker Hughes

        Three Months Ended
    (in millions, except per share amounts)   June 30, 2025 March 31, 2025 June 30, 2024
    Net income attributable to Baker Hughes (GAAP)   $ 701   $ 402   $ 579  
    Change in fair value of equity securities     (119 )   140     (19 )
    Other adjustments     17     —     14  
    Tax adjustments(1)     24     (32 )   (6 )
    Total adjustments, net of income tax     (78 )   108     (11 )
    Less: adjustments attributable to noncontrolling interests     —     —     —  
    Adjustments attributable to Baker Hughes     (78 )   108     (11 )
    Adjusted net income attributable to Baker Hughes (non-GAAP)   $ 623   $ 509   $ 568  
             
    Denominator:        
    Weighted-average shares of Class A common stock outstanding diluted     991     999     1,001  
    Adjusted earnings per share – diluted (non-GAAP)   $ 0.63   $ 0.51   $ 0.57  


    (1)     All periods reflect the tax associated with the other (income) loss adjustments.

    Table 1b reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted net income attributable to Baker Hughes. Adjusted net income attributable to Baker Hughes excludes the impact of certain identified items.

    Table 1c. Reconciliation of Net Cash Flows from Operating Activities to Free Cash Flow

        Three Months Ended
    (in millions)   June 30, 2025 March 31, 2025 June 30, 2024
    Net cash flows from operating activities (GAAP)   $ 510   $ 709   $ 348  
    Add: cash used for capital expenditures, net of proceeds from disposal of assets     (271 )   (255 )   (242 )
    Free cash flow (non-GAAP)   $ 239   $ 454   $ 106  

    Table 1c reconciles net cash flows from operating activities, which is the directly comparable financial result determined in accordance with GAAP, to free cash flow. Free cash flow is defined as net cash flows from operating activities less expenditures for capital assets plus proceeds from disposal of assets.


    Financial Tables (GAAP)

    Condensed Consolidated Statements of Income (Loss)
    (Unaudited)
     
        Three Months Ended June 30, Six Months Ended June 30,
    (In millions, except per share amounts)     2025     2024     2025     2024  
    Revenue   $ 6,910   $ 7,139   $ 13,337   $ 13,557  
    Costs and expenses:          
    Cost of revenue     5,295     5,493     10,247     10,469  
    Selling, general and administrative     567     643     1,144     1,261  
    Research and development costs     161     158     307     322  
    Other (income) expense, net     (134 )   (26 )   6     (48 )
    Interest expense, net     54     47     105     88  
    Income before income taxes     967     824     1,528     1,465  
    Provision for income taxes     (256 )   (243 )   (408 )   (421 )
    Net income     711     581     1,120     1,044  
    Less: Net income attributable to noncontrolling interests     10     2     17     10  
    Net income attributable to Baker Hughes Company   $ 701   $ 579   $ 1,103   $ 1,034  
               
    Per share amounts:      
    Basic income per Class A common stock   $ 0.71   $ 0.58   $ 1.11   $ 1.04  
    Diluted income per Class A common stock   $ 0.71   $ 0.58   $ 1.11   $ 1.03  
               
    Weighted average shares:          
    Class A basic     988     996     990     997  
    Class A diluted     991     1,001     995     1,002  
               
    Cash dividend per Class A common stock   $ 0.23   $ 0.21   $ 0.46   $ 0.42  
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
     
    (In millions)   June 30, 2025 December 31, 2024
    ASSETS
    Current Assets:      
    Cash and cash equivalents   $ 3,087   $ 3,364  
    Current receivables, net     6,511     7,122  
    Inventories, net     5,105     4,954  
    All other current assets     2,915     1,771  
    Total current assets     17,618     17,211  
    Property, plant and equipment, less accumulated depreciation     5,176     5,127  
    Goodwill     5,801     6,078  
    Other intangible assets, net     3,919     3,951  
    Contract and other deferred assets     1,841     1,730  
    All other assets     4,385     4,266  
    Total assets   $ 38,740   $ 38,363  
    LIABILITIES AND EQUITY
    Current Liabilities:      
    Accounts payable   $ 4,340   $ 4,542  
    Short-term debt     66     53  
    Progress collections and deferred income     5,680     5,672  
    All other current liabilities     2,429     2,724  
    Total current liabilities     12,515     12,991  
    Long-term debt     5,968     5,970  
    Liabilities for pensions and other postretirement benefits     997     988  
    All other liabilities     1,392     1,359  
    Equity     17,868     17,055  
    Total liabilities and equity   $ 38,740   $ 38,363  
           
    Outstanding Baker Hughes Company shares:      
    Class A common stock     985     990  
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
     
        Three Months Ended June 30, Six Months Ended June 30,
    (In millions)     2025     2025     2024  
    Cash flows from operating activities:        
    Net income   $ 711   $ 1,120   $ 1,044  
    Adjustments to reconcile net income to net cash flows from operating activities:        
    Depreciation and amortization     293     579     566  
    Stock-based compensation cost     52     102     101  
    Change in fair value of equity securities     (119 )   21     (71 )
    (Benefit) provision for deferred income taxes     36     (17 )   33  
    Working capital     (120 )   98     (36 )
    Other operating items, net     (343 )   (684 )   (505 )
    Net cash flows provided by operating activities     510     1,219     1,132  
    Cash flows from investing activities:        
    Expenditures for capital assets     (301 )   (601 )   (625 )
    Proceeds from disposal of assets     30     74     101  
    Other investing items, net     (15 )   (69 )   (6 )
    Net cash flows used in investing activities     (286 )   (596 )   (530 )
    Cash flows from financing activities:        
    Repayment of long-term debt     —     —     (125 )
    Dividends paid     (227 )   (456 )   (419 )
    Repurchase of Class A common stock     (196 )   (384 )   (324 )
    Other financing items, net     (20 )   (105 )   (61 )
    Net cash flows used in financing activities     (443 )   (945 )   (929 )
    Effect of currency exchange rate changes on cash and cash equivalents     29     45     (35 )
    Decrease in cash and cash equivalents     (190 )   (277 )   (362 )
    Cash and cash equivalents, beginning of period     3,277     3,364     2,646  
    Cash and cash equivalents, end of period   $ 3,087   $ 3,087   $ 2,284  
    Supplemental cash flows disclosures:        
    Income taxes paid, net of refunds   $ 211   $ 418   $ 336  
    Interest paid   $ 98   $ 148   $ 150  


    Supplemental Financial Information

    Supplemental financial information can be found on the Company’s website at: investors.bakerhughes.com in the Financial Information section under Quarterly Results.

    Conference Call and Webcast

    The Company has scheduled an investor conference call to discuss management’s outlook and the results reported in today’s earnings announcement. The call will begin at 9:30 a.m. Eastern time, 8:30 a.m. Central time on Wednesday, July 23, 2025, the content of which is not part of this earnings release. The conference call will be broadcast live via a webcast and can be accessed by visiting the Events and Presentations page on the Company’s website at: investors.bakerhughes.com. An archived version of the webcast will be available on the website for one month following the webcast.

    Forward-Looking Statements

    This news release (and oral statements made regarding the subjects of this release) may contain 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, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Company’s annual report on Form 10-K for the annual period ended December 31, 2024 and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: www.investors.bakerhughes.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

    Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

    These forward-looking statements, including forecasts, may be substantially different from actual results, which are affected by many risks, along with the following risk factors and the timing of any of these risk factors:

    • Economic and political conditions – the impact of worldwide economic conditions and rising inflation; the impact of tariffs and the potential for significant increases thereto; the impact of global trade policy and the potential for significant changes thereto; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons; foreign currency exchange fluctuations and changes in the capital markets in locations where we operate; and the impact of government disruptions and sanctions.
    • Orders and RPO – our ability to execute on orders and RPO in accordance with agreed specifications, terms and conditions and convert those orders and RPO to revenue and cash.
    • Oil and gas market conditions – the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the demand for crude oil and natural gas; drilling activity; drilling permits for and regulation of the shelf and the deepwater drilling; excess productive capacity; crude and product inventories; liquefied natural gas supply and demand; seasonal and other adverse weather conditions that affect the demand for energy; severe weather conditions, such as tornadoes and hurricanes, that affect exploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPEC nations to their OPEC production quotas.
    • Terrorism and geopolitical risks – war, military action, terrorist activities or extended periods of international conflict, particularly involving any petroleum-producing or consuming regions, including Russia and Ukraine; and the recent conflict in the Middle East; labor disruptions, civil unrest or security conditions where we operate; potentially burdensome taxation, expropriation of assets by governmental action; cybersecurity risks and cyber incidents or attacks; epidemic outbreaks.

    About Baker Hughes:

    Baker Hughes (Nasdaq: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.

    For more information, please contact:

    Investor Relations

    Chase Mulvehill
    +1 346-297-2561
    investor.relations@bakerhughes.com

    Media Relations

    Adrienne M. Lynch
    +1 713-906-8407
    adrienne.lynch@bakerhughes.com

    The MIL Network –

  • MIL-OSI: Baker Hughes Company Announces Second-Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Second-quarter highlights

    • Orders of $7.0 billion, including $3.5 billion of IET orders.
    • RPO of $34.0 billion, including record IET RPO of $31.3 billion.
    • Revenue of $6.9 billion, down 3% year-over-year.
    • Attributable net income of $701 million.
    • GAAP diluted EPS of $0.71 and adjusted diluted EPS* of $0.63.
    • Adjusted EBITDA* of $1,212 million, up 7% year-over-year.
    • Cash flows from operating activities of $510 million and free cash flow* of $239 million.
    • Returns to shareholders of $423 million, including $196 million of share repurchases.

    HOUSTON and LONDON, July 22, 2025 (GLOBE NEWSWIRE) — Baker Hughes Company (Nasdaq: BKR) (“Baker Hughes” or the “Company”) announced results today for the second quarter of 2025.

    “We delivered strong second-quarter results, with total adjusted EBITDA margins increasing 170 basis points year-over-year to 17.5% despite a modest decline in revenue. This performance reflects the benefits of structural cost improvements and continued deployment of our business system, which is driving higher productivity, stronger operating leverage and more durable earnings across the company,” said Lorenzo Simonelli, Baker Hughes Chairman and Chief Executive Officer.

    “IET orders totaled $3.5 billion in the quarter, resulting in another record backlog for the segment. Importantly, order momentum remained strong, supported by more than $550 million of data center related orders, despite the absence of large LNG awards. Following a strong first half and a positive outlook for second half awards, we are confident of achieving the full-year order guidance range for IET.”

    “We remain confident in our ability to deliver solid performance in 2025, with continued growth in IET helping to offset softness in more market-sensitive areas of OFSE – underscoring the strength of our portfolio and the benefits of our strategic diversification. Accordingly, we are raising our full-year revenue and EBITDA guidance for IET and reestablishing full-year guidance for OFSE.”

    “During the quarter, we also announced three strategic transactions to advance our portfolio optimization strategy, reinforcing efforts to enhance the durability of earnings and cash flow while creating long-term value for shareholders. These actions are designed to unlock value from non-core businesses in our portfolio and redeploy that capital into higher-margin opportunities that fit our financial and strategic frameworks.”

    “We are progressing with our strategy of positioning the company for sustainable, differentiated growth and commend the focus and dedication of our people in executing this strategy,” concluded Simonelli.

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

        Three Months Ended   Variance
    (in millions except per share amounts)   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 7,032   $ 6,459   $ 7,526     9 % (7 %)
    Revenue     6,910     6,427     7,139     8 % (3 %)
    Net income attributable to Baker Hughes     701     402     579     74 % 21 %
    Adjusted net income attributable to Baker Hughes*     623     509     568     22 % 10 %
    Adjusted EBITDA*     1,212     1,037     1,130     17 % 7 %
    Diluted earnings per share (EPS)     0.71     0.40     0.58     76 % 22 %
    Adjusted diluted EPS*     0.63     0.51     0.57     23 % 11 %
    Cash flow from operating activities     510     709     348     (28 %) 47 %
    Free cash flow*     239     454     106     (47 %) F


    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Certain columns and rows in our tables and financial statements may not sum up due to the use of rounded numbers.

    “F” is used in most instances when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    Quarter Highlights

    Executing our portfolio optimization strategy

    In the second quarter, Baker Hughes announced three strategic transactions, all of which reflect a disciplined capital allocation framework and a focus on core businesses with strong return potential.

    First, the Company signed an agreement to form a joint venture with a subsidiary of Cactus, Inc., contributing the Oilfield Services & Equipment’s (“OFSE“) Surface Pressure Control (“SPC“) product line in exchange for approximately $345 million while maintaining a minority ownership stake.

    Second, the Company announced an agreement to sell the Precision Sensors & Instrumentation (“PSI“) product line within Industrial & Energy Technology (“IET“) to Crane Company for approximately $1.15 billion. These proceeds will enhance the Company’s flexibility to reinvest in higher-growth, higher-return areas that support further margin expansion and improved returns.

    Finally, Baker Hughes agreed to acquire Continental Disc Corporation (“CDC“), a leading provider of pressure management solutions, for approximately $540 million. The CDC acquisition strengthens the IET Industrial Products portfolio with a highly complementary, margin-accretive business that expands the Company’s position in the flow and pressure control market and enhances recurring, lifecycle driven revenue.

    Key awards and technology achievements

    The Company continued to support the development of critical data center projects, with year-to-date data center awards of more than $650 million. IET received an award to supply 30 NovaLT™ turbines, representing our largest data center award to-date. The turbines, alongside other associated Baker Hughes equipment, will deliver up to 500 megawatts (MW) of reliable and efficient power for data center development across various U.S. locations.

    Frontier Infrastructure awarded a contract for NovaLT™ turbines, delivering up to 270 MW of power for its data center projects in Wyoming and Texas. This follows the March 2025 enterprise-wide agreement to accelerate large scale carbon capture and storage (“CCS“) and power solutions.

    Baker Hughes continues to grow the pipeline of future data center opportunities. At the Saudi-U.S. Investment Forum in May, the Company signed an MoU with DataVolt that plans to power data centers globally, including the NEOM project in the Kingdom that intends to utilize Baker Hughes’ multi-fuel NovaLT™ technology solution.

    In addition to growing demand from data center applications, IET experienced increased demand for NovaLT™ turbines in the gas infrastructure sector. During the second quarter, the segment secured an award for four gas turbines to support Aramco’s Master Gas System III pipeline project. Including this award, we have secured a total of $2.9 billion in gas infrastructure equipment orders over the past six quarters.

    Highlighting the durability of IET’s lifecycle model, the segment was awarded several aftermarket services contracts. In Gas Technology Services (“GTS“), the Company secured more than $350 million of Contractual Services Agreements (“CSA“) during the quarter. We signed a maintenance agreement with Belayim Petroleum Company (“Petrobel”) to improve uptime and reliability of critical turbomachinery equipment in Egypt. Also in GTS, we renewed a multi-year service agreement with Oman LNG, including resident engineering support along with digital remote monitoring and diagnostics services delivered through iCenter™.

    The Company gained further traction with New Energy globally, with year-to-date bookings now totaling $1.25 billion. In Climate Technology Solutions (“CTS“), we secured one of our largest CCS orders to-date, providing compression technology for a CCS hub in the Middle East. Also in CTS, we signed a framework agreement with Energinet in Denmark to supply 16 reciprocating compressor packages, supporting an increase in biogas production while driving methane and CO2 emissions reduction for gas infrastructure across the country.

    Industrial Technology continued to demonstrate strong momentum across multiple end markets. In Industrial Solutions, we secured a variety of awards for our Cordant™ suite of solutions. This includes an award from a large NOC to deploy Asset Performance Management across several compression stations in the Middle East, and an award from NOVA Chemicals to optimize maintenance spend and maximize production.

    OFSE maintained strong momentum in Mature Assets Solutions around the globe. In Angola, OFSE was awarded multi-year production solutions contracts for chemicals, artificial lift, and digital services to support a major operator’s offshore activities. In Kazakhstan, the TOPAN and Baker Hughes joint venture secured a critical production chemicals and services award. In Norway, Equinor awarded OFSE a contract to industrialize offshore plug and abandonment (“P&A“) operations in the Oseberg East field, which followed the announcement of a multi-year P&A framework agreement for integrated well services.

    OFSE saw continued adoption of Leucipa™ automated field production solution, securing an award from Repsol for next-generation AI capabilities following the MoU signed in October 2024. The Company also signed an agreement with ENI to deploy Leucipa for electric submersible pumps (“ESP“) optimization and AI-powered predictive failure analytics in the Middle East.

    Also in the Middle East, Baker Hughes signed a master services agreement with Aramco for installation and maintenance of ESPs across the Kingdom of Saudi Arabia.

    In North America, OFSE secured a multi-year contract to provide drag reducing chemicals to be deployed on Genesis Energy’s Cameron Highway Oil Pipeline and Poseidon systems, each of which is operated and 64% owned by Genesis Energy. To support this agreement, OFSE will expand its chemicals manufacturing footprint and deploy Leucipa. Additionally, bp awarded OFSE a multi-year chemicals management services contract to optimize throughput and asset reliability in the U.S. Gulf Coast.

    In Germany, OFSE successfully drilled Lower Saxony’s first productive deep geothermal exploration well, a project that leverages OFSE’s integrated well construction and production capabilities and the Company’s industry-leading subsurface-to-surface digital solutions to monitor and optimize operational performance.

    Consolidated Financial Results

    Revenue for the quarter was $6,910 million, an increase of 8% sequentially and down $229 million year-over-year. The decrease in revenue year-over-year was driven by a decrease in OFSE partially offset by an increase in IET.

    The Company’s total book-to-bill ratio in the second quarter of 2025 was 1.0; the IET book-to-bill ratio was 1.1.

    Net income as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the second quarter of 2025 was $701 million. Net income increased $299 million sequentially and increased $122 million year-over-year.

    Adjusted net income (a non-GAAP financial measure) for the second quarter of 2025 was $623 million, which excludes adjustments totaling $78 million. A list of the adjusting items and associated reconciliation from GAAP has been provided in Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted net income for the second quarter of 2025 was up 22% sequentially and up 10% year-over-year.

    Depreciation and amortization for the second quarter of 2025 was $293 million.

    Adjusted EBITDA (a non-GAAP financial measure) for the second quarter of 2025 was $1,212 million, which excludes adjustments totaling $102 million. See Table 1a in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted EBITDA for the second quarter was up 17% sequentially and up 7% year-over-year.

    The sequential increase in adjusted net income and adjusted EBITDA was primarily driven by an increase in volume, favorable FX, and overall productivity. The year-over-year increase in adjusted net income and adjusted EBITDA was driven by productivity and structural cost out initiatives, favorable FX, partially offset by lower volume in OFSE, and cost inflation in both segments.

    Other Financial Items

    Remaining Performance Obligations (“RPO”) in the second quarter of 2025 ended at $34 billion, an increase of $0.8 billion from the first quarter of 2025. OFSE RPO was $2.7 billion, down 3% sequentially, while IET RPO was $31.3 billion, up 3% sequentially. Within IET RPO, GTE RPO was $11.3 billion, and GTS RPO was $15.6 billion.

    Income tax expense in the second quarter of 2025 was $256 million.

    Other (income) expense, net in the second quarter of 2025 was $(134) million, primarily related to changes in fair value for equity securities of $(119) million.

    GAAP diluted earnings per share was $0.71. Adjusted diluted earnings per share (a non-GAAP financial measure) was $0.63. Excluded from adjusted diluted earnings per share were all items listed in Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Cash flow from operating activities was $510 million for the second quarter of 2025. Free cash flow (a non-GAAP financial measure) for the quarter was $239 million. A reconciliation from GAAP has been provided in Table 1c in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Capital expenditures, net of proceeds from disposal of assets, were $271 million for the second quarter of 2025, of which $184 million was for OFSE and $68 million was for IET.

    Results by Reporting Segment

    The following segment discussions and variance explanations are intended to reflect management’s view of the relevant comparisons of financial results on a sequential or year-over-year basis, depending on the business dynamics of the reporting segments.

    Oilfield Services & Equipment

    (in millions)   Three Months Ended   Variance
    Segment results   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 3,503   $ 3,281   $ 4,068     7 % (14 %)
    Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
    EBITDA   $ 677   $ 623   $ 716     9 % (5 %)
    EBITDA margin     18.7 %   17.8 %   17.8 %   0.9pts 0.9pts
    (in millions)   Three Months Ended   Variance
    Revenue by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Well Construction   $ 921   $ 892   $ 1,090     3 % (16 %)
    Completions, Intervention, and Measurements     935     925     1,118     1 % (16 %)
    Production Solutions     968     899     958     8 % 1 %
    Subsea & Surface Pressure Systems     793     782     845     1 % (6 %)
    Total Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
    (in millions)   Three Months Ended   Variance
    Revenue by Geographic Region   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    North America   $ 928   $ 922   $ 1,023     1 % (9 %)
    Latin America     639     568     663     12 % (4 %)
    Europe/CIS/Sub-Saharan Africa     653     580     827     13 % (21 %)
    Middle East/Asia     1,398     1,429     1,498     (2 %) (7 %)
    Total Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
                   
    North America   $ 928   $ 922   $ 1,023     1 % (9 %)
    International   $ 2,689   $ 2,577   $ 2,988     4 % (10 %)


    EBITDA excludes depreciation and amortization of     $233 million, $226 million, and $223 million for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. EBITDA margin is defined as EBITDA divided by revenue.

    OFSE orders of $3,503 million for the second quarter of 2025 increased by 7% sequentially. Subsea and Surface Pressure Systems orders were $698 million, up 31% sequentially, and down 21% year-over-year.

    OFSE revenue of $3,617 million for the second quarter of 2025 was up 3% sequentially, and down 10% year-over-year.

    North America revenue was $928 million, up 1% sequentially. International revenue was $2,689 million, up 4% sequentially, with increase in all regions with the exception of Middle East and Asia.

    Segment EBITDA for the second quarter of 2025 was $677 million, an increase of $54 million, or 9% sequentially. The sequential increase in EBITDA was primarily driven by productivity, structural cost-out initiatives, volume increase, partially offset by inflation and revenue mix.

    Industrial & Energy Technology

    (in millions)   Three Months Ended   Variance
    Segment results   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 3,530   $ 3,178   $ 3,458     11 % 2 %
    Revenue   $ 3,293   $ 2,928   $ 3,128     12 % 5 %
    EBITDA   $ 585   $ 501   $ 497     17 % 18 %
    EBITDA margin     17.8 %   17.1 %   15.9 %   0.7pts 1.9pts
    (in millions)   Three Months Ended   Variance
    Orders by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Gas Technology Equipment   $ 781   $ 1,335   $ 1,493     (42 %) (48 %)
    Gas Technology Services     986     913     769     8 % 28 %
    Total Gas Technology     1,767     2,248     2,261     (21 %) (22 %)
    Industrial Products     513     501     524     2 % (2 %)
    Industrial Solutions     327     281     281     16 % 16 %
    Total Industrial Technology     839     782     805     7 % 4 %
    Climate Technology Solutions     923     148     392     F F
    Total Orders   $ 3,530   $ 3,178   $ 3,458     11 % 2 %
    (in millions)   Three Months Ended   Variance
    Revenue by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Gas Technology Equipment   $ 1,624   $ 1,456   $ 1,539     12 % 6 %
    Gas Technology Services     752     592     691     27 % 9 %
    Total Gas Technology     2,377     2,047     2,230     16 % 7 %
    Industrial Products     488     445     509     10 % (4 %)
    Industrial Solutions     273     258     262     6 % 4 %
    Total Industrial Technology     761     703     770     8 % (1 %)
    Climate Technology Solutions     156     178     128     (12 %) 22 %
    Total Revenue   $ 3,293   $ 2,928   $ 3,128     12 % 5 %


    EBITDA excludes depreciation and amortization of     $56 million, $53 million, and $55 million for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. EBITDA margin is defined as EBITDA divided by revenue.

    “F” is used in most instances when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    IET orders of $3,530 million for the second quarter of 2025 increased by $72 million, or 2% year-over-year. The increase was driven primarily by Climate Technology Solutions and partially offset by Gas Technology.

    IET revenue of $3,293 million for the second quarter of 2025 increased $165 million, or 5% year-over-year. The increase was driven by Gas Technology Equipment, up $85 million or 6% year-over-year, Gas Technology Services, up $61 million or 9% year-over-year, and Climate Technology Solutions, up $28 million or 22% year-over-year.

    Segment EBITDA for the quarter was $585 million, an increase of $88 million, or 18% year-over-year. The year-over-year increase in segment EBITDA was driven by positive pricing, favorable FX, and productivity, partially offset by cost inflation.

    Reconciliation of GAAP to non-GAAP Financial Measures

    Management provides non-GAAP financial measures because it believes such measures are widely accepted financial indicators used by investors and analysts to analyze and compare companies on the basis of operating performance (including adjusted EBITDA; adjusted net income attributable to Baker Hughes; and adjusted diluted earnings per share) and liquidity (free cash flow) and that these measures may be used by investors to make informed investment decisions. Management believes that the exclusion of certain identified items from several key operating performance measures enables us to evaluate our operations more effectively, to identify underlying trends in the business, and to establish operational goals for certain management compensation purposes. Management also believes that free cash flow is an important supplemental measure of our cash performance but should not be considered as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flow from operating activities presented in accordance with GAAP.

    Table 1a. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted EBITDA and Segment EBITDA

        Three Months Ended
    (in millions)   June 30, 2025 March 31, 2025 June 30, 2024
    Net income attributable to Baker Hughes (GAAP)   $ 701   $ 402   $ 579  
    Net income attributable to noncontrolling interests     10     7     2  
    Provision for income taxes     256     152     243  
    Interest expense, net     54     51     47  
    Depreciation & amortization     293     285     283  
    Change in fair value of equity securities (1)     (119 )   140     (19 )
    Other charges and credits (1)     17     —     (6 )
    Adjusted EBITDA (non-GAAP)     1,212     1,037     1,130  
    Corporate costs     78     85     83  
    Other (income) / expense not allocated to segments     (28 )   1     —  
    Total Segment EBITDA (non-GAAP)   $ 1,262   $ 1,124   $ 1,213  
    OFSE     677     623     716  
    IET     585     501     497  


    (1)     Change in fair value of equity securities and other charges and credits are reported in “Other (income) expense, net” on the condensed consolidated statements of income (loss).

    Table 1a reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted EBITDA and Segment EBITDA. Adjusted EBITDA and Segment EBITDA exclude the impact of certain identified items.

    Table 1b. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted Net Income Attributable to Baker Hughes

        Three Months Ended
    (in millions, except per share amounts)   June 30, 2025 March 31, 2025 June 30, 2024
    Net income attributable to Baker Hughes (GAAP)   $ 701   $ 402   $ 579  
    Change in fair value of equity securities     (119 )   140     (19 )
    Other adjustments     17     —     14  
    Tax adjustments(1)     24     (32 )   (6 )
    Total adjustments, net of income tax     (78 )   108     (11 )
    Less: adjustments attributable to noncontrolling interests     —     —     —  
    Adjustments attributable to Baker Hughes     (78 )   108     (11 )
    Adjusted net income attributable to Baker Hughes (non-GAAP)   $ 623   $ 509   $ 568  
             
    Denominator:        
    Weighted-average shares of Class A common stock outstanding diluted     991     999     1,001  
    Adjusted earnings per share – diluted (non-GAAP)   $ 0.63   $ 0.51   $ 0.57  


    (1)     All periods reflect the tax associated with the other (income) loss adjustments.

    Table 1b reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted net income attributable to Baker Hughes. Adjusted net income attributable to Baker Hughes excludes the impact of certain identified items.

    Table 1c. Reconciliation of Net Cash Flows from Operating Activities to Free Cash Flow

        Three Months Ended
    (in millions)   June 30, 2025 March 31, 2025 June 30, 2024
    Net cash flows from operating activities (GAAP)   $ 510   $ 709   $ 348  
    Add: cash used for capital expenditures, net of proceeds from disposal of assets     (271 )   (255 )   (242 )
    Free cash flow (non-GAAP)   $ 239   $ 454   $ 106  

    Table 1c reconciles net cash flows from operating activities, which is the directly comparable financial result determined in accordance with GAAP, to free cash flow. Free cash flow is defined as net cash flows from operating activities less expenditures for capital assets plus proceeds from disposal of assets.


    Financial Tables (GAAP)

    Condensed Consolidated Statements of Income (Loss)
    (Unaudited)
     
        Three Months Ended June 30, Six Months Ended June 30,
    (In millions, except per share amounts)     2025     2024     2025     2024  
    Revenue   $ 6,910   $ 7,139   $ 13,337   $ 13,557  
    Costs and expenses:          
    Cost of revenue     5,295     5,493     10,247     10,469  
    Selling, general and administrative     567     643     1,144     1,261  
    Research and development costs     161     158     307     322  
    Other (income) expense, net     (134 )   (26 )   6     (48 )
    Interest expense, net     54     47     105     88  
    Income before income taxes     967     824     1,528     1,465  
    Provision for income taxes     (256 )   (243 )   (408 )   (421 )
    Net income     711     581     1,120     1,044  
    Less: Net income attributable to noncontrolling interests     10     2     17     10  
    Net income attributable to Baker Hughes Company   $ 701   $ 579   $ 1,103   $ 1,034  
               
    Per share amounts:      
    Basic income per Class A common stock   $ 0.71   $ 0.58   $ 1.11   $ 1.04  
    Diluted income per Class A common stock   $ 0.71   $ 0.58   $ 1.11   $ 1.03  
               
    Weighted average shares:          
    Class A basic     988     996     990     997  
    Class A diluted     991     1,001     995     1,002  
               
    Cash dividend per Class A common stock   $ 0.23   $ 0.21   $ 0.46   $ 0.42  
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
     
    (In millions)   June 30, 2025 December 31, 2024
    ASSETS
    Current Assets:      
    Cash and cash equivalents   $ 3,087   $ 3,364  
    Current receivables, net     6,511     7,122  
    Inventories, net     5,105     4,954  
    All other current assets     2,915     1,771  
    Total current assets     17,618     17,211  
    Property, plant and equipment, less accumulated depreciation     5,176     5,127  
    Goodwill     5,801     6,078  
    Other intangible assets, net     3,919     3,951  
    Contract and other deferred assets     1,841     1,730  
    All other assets     4,385     4,266  
    Total assets   $ 38,740   $ 38,363  
    LIABILITIES AND EQUITY
    Current Liabilities:      
    Accounts payable   $ 4,340   $ 4,542  
    Short-term debt     66     53  
    Progress collections and deferred income     5,680     5,672  
    All other current liabilities     2,429     2,724  
    Total current liabilities     12,515     12,991  
    Long-term debt     5,968     5,970  
    Liabilities for pensions and other postretirement benefits     997     988  
    All other liabilities     1,392     1,359  
    Equity     17,868     17,055  
    Total liabilities and equity   $ 38,740   $ 38,363  
           
    Outstanding Baker Hughes Company shares:      
    Class A common stock     985     990  
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
     
        Three Months Ended June 30, Six Months Ended June 30,
    (In millions)     2025     2025     2024  
    Cash flows from operating activities:        
    Net income   $ 711   $ 1,120   $ 1,044  
    Adjustments to reconcile net income to net cash flows from operating activities:        
    Depreciation and amortization     293     579     566  
    Stock-based compensation cost     52     102     101  
    Change in fair value of equity securities     (119 )   21     (71 )
    (Benefit) provision for deferred income taxes     36     (17 )   33  
    Working capital     (120 )   98     (36 )
    Other operating items, net     (343 )   (684 )   (505 )
    Net cash flows provided by operating activities     510     1,219     1,132  
    Cash flows from investing activities:        
    Expenditures for capital assets     (301 )   (601 )   (625 )
    Proceeds from disposal of assets     30     74     101  
    Other investing items, net     (15 )   (69 )   (6 )
    Net cash flows used in investing activities     (286 )   (596 )   (530 )
    Cash flows from financing activities:        
    Repayment of long-term debt     —     —     (125 )
    Dividends paid     (227 )   (456 )   (419 )
    Repurchase of Class A common stock     (196 )   (384 )   (324 )
    Other financing items, net     (20 )   (105 )   (61 )
    Net cash flows used in financing activities     (443 )   (945 )   (929 )
    Effect of currency exchange rate changes on cash and cash equivalents     29     45     (35 )
    Decrease in cash and cash equivalents     (190 )   (277 )   (362 )
    Cash and cash equivalents, beginning of period     3,277     3,364     2,646  
    Cash and cash equivalents, end of period   $ 3,087   $ 3,087   $ 2,284  
    Supplemental cash flows disclosures:        
    Income taxes paid, net of refunds   $ 211   $ 418   $ 336  
    Interest paid   $ 98   $ 148   $ 150  


    Supplemental Financial Information

    Supplemental financial information can be found on the Company’s website at: investors.bakerhughes.com in the Financial Information section under Quarterly Results.

    Conference Call and Webcast

    The Company has scheduled an investor conference call to discuss management’s outlook and the results reported in today’s earnings announcement. The call will begin at 9:30 a.m. Eastern time, 8:30 a.m. Central time on Wednesday, July 23, 2025, the content of which is not part of this earnings release. The conference call will be broadcast live via a webcast and can be accessed by visiting the Events and Presentations page on the Company’s website at: investors.bakerhughes.com. An archived version of the webcast will be available on the website for one month following the webcast.

    Forward-Looking Statements

    This news release (and oral statements made regarding the subjects of this release) may contain 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, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Company’s annual report on Form 10-K for the annual period ended December 31, 2024 and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: www.investors.bakerhughes.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

    Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

    These forward-looking statements, including forecasts, may be substantially different from actual results, which are affected by many risks, along with the following risk factors and the timing of any of these risk factors:

    • Economic and political conditions – the impact of worldwide economic conditions and rising inflation; the impact of tariffs and the potential for significant increases thereto; the impact of global trade policy and the potential for significant changes thereto; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons; foreign currency exchange fluctuations and changes in the capital markets in locations where we operate; and the impact of government disruptions and sanctions.
    • Orders and RPO – our ability to execute on orders and RPO in accordance with agreed specifications, terms and conditions and convert those orders and RPO to revenue and cash.
    • Oil and gas market conditions – the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the demand for crude oil and natural gas; drilling activity; drilling permits for and regulation of the shelf and the deepwater drilling; excess productive capacity; crude and product inventories; liquefied natural gas supply and demand; seasonal and other adverse weather conditions that affect the demand for energy; severe weather conditions, such as tornadoes and hurricanes, that affect exploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPEC nations to their OPEC production quotas.
    • Terrorism and geopolitical risks – war, military action, terrorist activities or extended periods of international conflict, particularly involving any petroleum-producing or consuming regions, including Russia and Ukraine; and the recent conflict in the Middle East; labor disruptions, civil unrest or security conditions where we operate; potentially burdensome taxation, expropriation of assets by governmental action; cybersecurity risks and cyber incidents or attacks; epidemic outbreaks.

    About Baker Hughes:

    Baker Hughes (Nasdaq: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.

    For more information, please contact:

    Investor Relations

    Chase Mulvehill
    +1 346-297-2561
    investor.relations@bakerhughes.com

    Media Relations

    Adrienne M. Lynch
    +1 713-906-8407
    adrienne.lynch@bakerhughes.com

    The MIL Network –

  • MIL-OSI: Renasant Corporation Announces Earnings for the Second Quarter of 2025

    Source: GlobeNewswire (MIL-OSI)

    TUPELO, Miss., July 22, 2025 (GLOBE NEWSWIRE) — Renasant Corporation (NYSE: RNST) (the “Company”) today announced earnings results for the second quarter of 2025.

    (Dollars in thousands, except earnings per share) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Net income and earnings per share:            
    Net income $ 1,018   $ 41,518   $ 38,846   $ 42,536   $ 78,255
    Merger and conversion related expenses (net of tax)   (15,935 )   (593 )   —     (16,527 )   —
    Day 1 acquisition provision (net of tax)   (50,026 )   —     —     (50,026 )   —
    Basic EPS   0.01     0.65     0.69     0.54     1.39
    Diluted EPS   0.01     0.65     0.69     0.53     1.38
    Adjusted diluted EPS (Non-GAAP)(1)   0.69     0.66     0.69     1.36     1.33
    Impact to diluted EPS from merger and conversion related expenses (net of tax)   (0.17 )   (0.01 )   —     (0.21 )   —
    Impact to diluted EPS from Day 1 acquisition provision (net of tax)   (0.53 )   —     —     (0.63 )   —
                                 

    “The results for the quarter reflect significant progress on the merger and integration of The First Bancshares, Inc.,” remarked Kevin D. Chapman, Chief Executive Officer of the Company. “Our employees continue to work diligently on bringing two strong companies together to better serve our customers.”

    Quarterly Highlights

    Merger with The First Bancshares, Inc.

    • On April 1, 2025, the Company completed its merger with The First Bancshares, Inc. (“The First”). As of the effective date of the merger, The First operated 116 locations throughout Louisiana, Mississippi, Alabama, Georgia and Florida and, net of purchase accounting adjustments, had $7.9 billion in assets, $5.2 billion in loans, and $6.4 billion in deposits

    Earnings

    • Net income for the second quarter of 2025 was $1.0 million, which includes merger and conversion expenses of $20.5 million and Day 1 acquisition provision for credit losses of $66.6 million; diluted EPS and adjusted diluted EPS (non-GAAP)(1) were $0.01 and $0.69, respectively
    • Net interest income (fully tax equivalent) for the second quarter of 2025 was $222.7 million, up $85.3 million linked quarter, primarily due to the merger with The First
    • For the second quarter of 2025, net interest margin was 3.85%, up 40 basis points linked quarter. Adjusted net interest margin (non-GAAP)(1) was 3.58%, up 16 basis points linked quarter
    • Cost of total deposits was 2.12% for the second quarter of 2025, down 10 basis points linked quarter
    • Noninterest income increased $11.9 million linked quarter, primarily due to the merger with The First
    • Mortgage banking income increased $3.1 million linked quarter. Gain on sale of mortgage servicing rights (“MSRs”) was $1.5 million. The mortgage division generated $679.6 million in interest rate lock volume in the second quarter of 2025, up $47.5 million linked quarter. Gain on sale margin was 1.87% for the second quarter of 2025, up 45 basis points linked quarter
    • Noninterest expense increased $69.3 million linked quarter, primarily due to the merger with The First. Merger and conversion expenses and core deposit intangible amortization increased $19.7 million and $7.8 million, respectively, linked quarter

    Balance Sheet

    • The combined company generated net organic loan growth of $311.6 million for the quarter, or 6.9% annualized
    • Securities increased $1.4 billion linked quarter, which includes $1.5 billion of securities acquired from The First. In the second quarter of 2025, the Company sold a portion of the acquired securities for proceeds of $686.5 million, which were reinvested in higher yielding assets
    • The combined company generated net organic deposit growth of $361.3 million for the quarter, or 6.8% annualized. Noninterest bearing deposits increased $1.8 billion linked quarter, primarily due to the merger with The First, and represented 24.8% of total deposits at June 30, 2025

    Capital and Stock Repurchase Program

    • Book value per share and tangible book value per share (non-GAAP)(1) decreased 7.1% and 14.7%, respectively, linked quarter, due to the merger with The First
    • The Company has a $100.0 million stock repurchase program in effect through October 2025 under which the Company is authorized to repurchase outstanding shares of its common stock either in open market purchases or privately-negotiated transactions. There was no buyback activity during the second quarter of 2025

    Credit Quality

    • The Company recorded a provision for credit losses of $81.3 million for the second quarter of 2025, which includes a $66.6 million Day 1 acquisition provision for credit losses and unfunded commitments
    • The ratio of the allowance for credit losses on loans to total loans was 1.57% at June 30, 2025, up one basis point linked quarter; net loan charge-offs for the second quarter of 2025 were $12.1 million
    • The coverage ratio, or the allowance for credit losses on loans to nonperforming loans, was 204.97% at June 30, 2025, compared to 206.55% at March 31, 2025
    • Nonperforming loans to total loans remained at 0.76% at June 30, 2025, and criticized loans (which include classified and Special Mention loans) to total loans increased to 2.66% at June 30, 2025, compared to 2.45% at March 31, 2025, primarily due to the merger with The First

    (1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

    Income Statement

    (Dollars in thousands, except per share data) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Interest income                
    Loans held for investment $ 301,794 $ 196,566 $ 199,240   $ 202,655   $ 198,397     $ 498,360 $ 390,787  
    Loans held for sale   4,639   3,008   3,564     4,212     3,530       7,647   5,838  
    Securities   28,408   12,117   10,510     10,304     10,410       40,525   21,110  
    Other   9,057   8,639   12,030     11,872     7,874       17,696   15,655  
    Total interest income   343,898   220,330   225,344     229,043     220,211       564,228   433,390  
    Interest expense                
    Deposits   111,921   79,386   85,571     90,787     87,621       191,307   170,234  
    Borrowings   13,118   6,747   6,891     7,258     7,564       19,865   14,840  
    Total interest expense   125,039   86,133   92,462     98,045     95,185       211,172   185,074  
    Net interest income   218,859   134,197   132,882     130,998     125,026       353,056   248,316  
    Provision for credit losses                
    Provision for loan losses   75,400   2,050   3,100     1,210     4,300       77,450   6,938  
    Provision for (Recovery of) unfunded commitments   5,922   2,700   (500 )   (275 )   (1,000 )     8,622   (1,200 )
    Total provision for credit losses   81,322   4,750   2,600     935     3,300       86,072   5,738  
    Net interest income after provision for credit losses   137,537   129,447   130,282     130,063     121,726       266,984   242,578  
    Noninterest income   48,334   36,395   34,218     89,299     38,762       84,729   80,143  
    Noninterest expense   183,204   113,876   114,747     121,983     111,976       297,080   224,888  
    Income before income taxes   2,667   51,966   49,753     97,379     48,512       54,633   97,833  
    Income taxes   1,649   10,448   5,006     24,924     9,666       12,097   19,578  
    Net income $ 1,018 $ 41,518 $ 44,747   $ 72,455   $ 38,846     $ 42,536 $ 78,255  
                     
    Adjusted net income (non-GAAP)(1) $ 65,877 $ 42,111 $ 46,458   $ 42,960   $ 38,846     $ 107,987 $ 75,421  
    Adjusted pre-provision net revenue (“PPNR”) (non-GAAP)(1) $ 103,001 $ 57,507 $ 54,177   $ 56,238   $ 51,812     $ 160,508 $ 100,043  
                     
    Basic earnings per share $ 0.01 $ 0.65 $ 0.70   $ 1.18   $ 0.69     $ 0.54 $ 1.39  
    Diluted earnings per share   0.01   0.65   0.70     1.18     0.69       0.53   1.38  
    Adjusted diluted earnings per share (non-GAAP)(1)   0.69   0.66   0.73     0.70     0.69       1.36   1.33  
    Average basic shares outstanding   94,580,927   63,666,419   63,565,437     61,217,094     56,342,909       79,209,073   56,275,628  
    Average diluted shares outstanding   95,136,160   64,028,025   64,056,303     61,632,448     56,684,626       79,671,775   56,607,947  
    Cash dividends per common share $ 0.22 $ 0.22 $ 0.22   $ 0.22   $ 0.22     $ 0.44 $ 0.44  

    (1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

    Performance Ratios

      Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Return on average assets 0.02 % 0.94 % 0.99 % 1.63 % 0.90 %   0.39 % 0.91 %
    Adjusted return on average assets (non-GAAP)(1) 1.01   0.95   1.03   0.97   0.90     0.98   0.88  
    Return on average tangible assets (non-GAAP)(1) 0.13   1.01   1.07   1.75   0.98     0.48   0.99  
    Adjusted return on average tangible assets (non-GAAP)(1) 1.18   1.02   1.11   1.05   0.98     1.12   0.96  
    Return on average equity 0.11   6.25   6.70   11.29   6.68     2.66   6.77  
    Adjusted return on average equity (non-GAAP)(1) 7.06   6.34   6.96   6.69   6.68     6.76   6.52  
    Return on average tangible equity (non-GAAP)(1) 1.43   10.16   10.97   18.83   12.04     5.24   12.25  
    Adjusted return on average tangible equity (non-GAAP)(1) 13.50   10.30   11.38   11.26   12.04     12.10   11.81  
    Efficiency ratio (fully taxable equivalent) 67.59   65.51   67.61   54.73   67.31     66.78   67.41  
    Adjusted efficiency ratio (non-GAAP)(1) 57.07   64.43   65.82   64.62   66.60     59.95   67.41  
    Dividend payout ratio 2200.00   33.85   31.43   18.64   31.88     81.48   31.65  


    Capital and Balance Sheet Ratios

      As of
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024
    Shares outstanding   95,019,311     63,739,467     63,565,690     63,564,028     56,367,924  
    Market value per share $ 35.93   $ 33.93   $ 35.75   $ 32.50   $ 30.54  
    Book value per share   39.77     42.79     42.13     41.82     41.77  
    Tangible book value per share (non-GAAP)(1)   23.10     27.07     26.36     26.02     23.89  
    Shareholders’ equity to assets   14.19 %   14.93 %   14.85 %   14.80 %   13.45 %
    Tangible common equity ratio (non-GAAP)(1)   8.77     9.99     9.84     9.76     8.16  
    Leverage ratio(2)   9.36     11.39     11.34     11.32     9.81  
    Common equity tier 1 capital ratio(2)   11.09     12.59     12.73     12.88     10.75  
    Tier 1 risk-based capital ratio(2)   11.09     13.35     13.50     13.67     11.53  
    Total risk-based capital ratio(2)   14.99     16.89     17.08     17.32     15.15  

    (1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

    (2) Preliminary

    Noninterest Income and Noninterest Expense

    (Dollars in thousands) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Noninterest income                
    Service charges on deposit accounts $ 13,618 $ 10,364 $ 10,549 $ 10,438 $ 10,286   $ 23,982 $ 20,792
    Fees and commissions   6,650   3,787   4,181   4,116   3,944     10,437   7,893
    Insurance commissions   —   —   —   —   2,758     —   5,474
    Wealth management revenue   7,345   7,067   6,371   5,835   5,684     14,412   11,353
    Mortgage banking income   11,263   8,147   6,861   8,447   9,698     19,410   21,068
    Gain on sale of insurance agency   —   —   —   53,349   —     —   —
    Gain on extinguishment of debt   —   —   —   —   —     —   56
    BOLI income   3,383   2,929   3,317   2,858   2,701     6,312   5,392
    Other   6,075   4,101   2,939   4,256   3,691     10,176   8,115
    Total noninterest income $ 48,334 $ 36,395 $ 34,218 $ 89,299 $ 38,762   $ 84,729 $ 80,143
    Noninterest expense                
    Salaries and employee benefits $ 99,542 $ 71,957 $ 70,260 $ 71,307 $ 70,731   $ 171,499 $ 142,201
    Data processing   5,438   4,089   4,145   4,133   3,945     9,527   7,752
    Net occupancy and equipment   17,359   11,754   11,312   11,415   11,844     29,113   23,233
    Other real estate owned   157   685   590   56   105     842   212
    Professional fees   4,223   2,884   2,686   3,189   3,195     7,107   6,543
    Advertising and public relations   4,490   4,297   3,840   3,677   3,807     8,787   8,693
    Intangible amortization   8,884   1,080   1,133   1,160   1,186     9,964   2,398
    Communications   3,184   2,033   2,067   2,176   2,112     5,217   4,136
    Merger and conversion related expenses   20,479   791   2,076   11,273   —     21,270   —
    Other   19,448   14,306   16,638   13,597   15,051     33,754   29,720
    Total noninterest expense $ 183,204 $ 113,876 $ 114,747 $ 121,983 $ 111,976   $ 297,080 $ 224,888


    Mortgage Banking Income

    (Dollars in thousands) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Gain on sales of loans, net $ 5,316 $ 4,500 $ 2,379 $ 4,499 $ 5,199   $ 9,816 $ 9,734
    Fees, net   3,740   2,317   2,850   2,646   2,866     6,057   4,720
    Mortgage servicing income, net   2,207   1,330   1,632   1,302   1,633     3,537   6,614
    Total mortgage banking income $ 11,263 $ 8,147 $ 6,861 $ 8,447 $ 9,698   $ 19,410 $ 21,068


    Balance Sheet

    (Dollars in thousands) As of
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024
    Assets          
    Cash and cash equivalents $ 1,378,612   $ 1,091,339   $ 1,092,032   $ 1,275,620   $ 851,906  
    Securities held to maturity, at amortized cost   1,076,817     1,101,901     1,126,112     1,150,531     1,174,663  
    Securities available for sale, at fair value   2,471,487     1,002,056     831,013     764,844     749,685  
    Loans held for sale, at fair value   356,791     226,003     246,171     291,735     266,406  
    Loans held for investment   18,563,447     13,055,593     12,885,020     12,627,648     12,604,755  
    Allowance for credit losses on loans   (290,770 )   (203,931 )   (201,756 )   (200,378 )   (199,871 )
    Loans, net   18,272,677     12,851,662     12,683,264     12,427,270     12,404,884  
    Premises and equipment, net   465,100     279,011     279,796     280,550     280,966  
    Other real estate owned   11,750     8,654     8,673     9,136     7,366  
    Goodwill   1,419,782     988,898     988,898     988,898     991,665  
    Other intangibles   163,751     13,025     14,105     15,238     16,397  
    Bank-owned life insurance   486,613     337,502     391,810     389,138     387,791  
    Mortgage servicing rights   64,539     72,902     72,991     71,990     72,092  
    Other assets   457,056     298,428     300,003     293,890     306,570  
    Total assets $ 26,624,975   $ 18,271,381   $ 18,034,868   $ 17,958,840   $ 17,510,391  
               
    Liabilities and Shareholders’ Equity          
    Liabilities          
    Deposits:          
    Noninterest-bearing $ 5,356,153   $ 3,541,375   $ 3,403,981   $ 3,529,801   $ 3,539,453  
    Interest-bearing   16,226,484     11,230,720     11,168,631     10,979,950     10,715,760  
    Total deposits   21,582,637     14,772,095     14,572,612     14,509,751     14,255,213  
    Short-term borrowings   405,349     108,015     108,018     108,732     232,741  
    Long-term debt   556,976     433,309     430,614     433,177     428,677  
    Other liabilities   301,159     230,857     245,306     249,102     239,059  
    Total liabilities   22,846,121     15,544,276     15,356,550     15,300,762     15,155,690  
               
    Shareholders’ equity:          
    Common stock   488,612     332,421     332,421     332,421     296,483  
    Treasury stock   (90,248 )   (91,646 )   (97,196 )   (97,251 )   (97,534 )
    Additional paid-in capital   2,393,566     1,486,849     1,491,847     1,488,678     1,304,782  
    Retained earnings   1,100,965     1,121,102     1,093,854     1,063,324     1,005,086  
    Accumulated other comprehensive loss   (114,041 )   (121,621 )   (142,608 )   (129,094 )   (154,116 )
    Total shareholders’ equity   3,778,854     2,727,105     2,678,318     2,658,078     2,354,701  
    Total liabilities and shareholders’ equity $ 26,624,975   $ 18,271,381   $ 18,034,868   $ 17,958,840   $ 17,510,391  


    Net Interest Income and Net Interest Margin

    (Dollars in thousands) Three Months Ended
      June 30, 2025 March 31, 2025 June 30, 2024
      Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/
    Rate    		 Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/
    Rate    		 Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/
    Rate
    Interest-earning assets:                  
    Loans held for investment $ 18,448,000 $ 304,834 6.63 % $ 12,966,869 $ 199,504 6.24 % $ 12,575,651 $ 200,670 6.41 %
    Loans held for sale   287,855   4,639 6.45 %   200,917   3,008 5.99 %   219,826   3,530 6.42 %
    Taxable securities   3,106,565   24,917 3.21 %   1,883,535   10,971 2.33 %   1,832,002   9,258 2.02 %
    Tax-exempt securities   462,732   4,309 3.72 %   259,800   1,443 2.22 %   263,937   1,451 2.20 %
    Total securities   3,569,297   29,226 3.28 %   2,143,335   12,414 2.32 %   2,095,939   10,709 2.04 %
    Interest-bearing balances with banks   901,803   9,057 4.03 %   824,743   8,639 4.25 %   595,030   7,874 5.32 %
    Total interest-earning assets   23,206,955   347,756 6.01 %   16,135,864   223,565 5.61 %   15,486,446   222,783 5.77 %
    Cash and due from banks   357,338       181,869       187,519    
    Intangible assets   1,589,490       1,002,511       1,008,638    
    Other assets   1,029,082       669,392       688,766    
    Total assets $ 26,182,865     $ 17,989,636     $ 17,371,369    
    Interest-bearing liabilities:                  
    Interest-bearing demand(1) $ 11,191,443 $ 76,542 2.74 % $ 7,835,617 $ 54,710 2.83 % $ 7,094,411 $ 56,132 3.17 %
    Savings deposits   1,322,007   1,032 0.31 %   813,451   711 0.35 %   839,638   729 0.35 %
    Brokered deposits   —   — — %   —   — — %   294,650   3,944 5.37 %
    Time deposits   3,404,482   34,347 4.05 %   2,474,218   23,965 3.93 %   2,487,873   26,816 4.34 %
    Total interest-bearing deposits   15,917,932   111,921 2.82 %   11,123,286   79,386 2.89 %   10,716,572   87,621 3.28 %
    Borrowed funds   1,036,045   13,118 5.07 %   556,734   6,747 4.88 %   583,965   7,564 5.19 %
    Total interest-bearing liabilities   16,953,977   125,039 2.96 %   11,680,020   86,133 2.99 %   11,300,537   95,185 3.38 %
    Noninterest-bearing deposits   5,233,976       3,408,830       3,509,109    
    Other liabilities   249,861       208,105       223,992    
    Shareholders’ equity   3,745,051       2,692,681       2,337,731    
    Total liabilities and shareholders’ equity $ 26,182,865     $ 17,989,636     $ 17,371,369    
    Net interest income/ net interest margin   $ 222,717 3.85 %   $ 137,432 3.45 %   $ 127,598 3.31 %
    Cost of funding     2.26 %     2.31 %     2.58 %
    Cost of total deposits     2.12 %     2.22 %     2.47 %

    (1) Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

    Net Interest Income and Net Interest Margin, continued

    (Dollars in thousands) Six Months Ended
      June 30, 2025 June 30, 2024
      Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/  
     Rate    		 Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/  
     Rate
    Interest-earning assets:            
    Loans held for investment $ 15,722,576 $ 504,338 6.47 % $ 12,491,814 $ 395,310 6.35 %
    Loans held for sale   244,626   7,647 6.25 %   187,604   5,838 6.22 %
    Taxable securities   2,498,428   35,888 2.87 %   1,861,909   18,763 2.02 %
    Tax-exempt securities   361,827   5,752 3.18 %   267,108   2,956 2.21 %
    Total securities   2,860,255   41,640 2.91 %   2,129,017   21,719 2.04 %
    Interest-bearing balances with banks   863,486   17,696 4.13 %   582,683   15,655 5.40 %
    Total interest-earning assets   19,690,943   571,321 5.84 %   15,391,118   438,522 5.72 %
    Cash and due from banks   270,088       188,011    
    Intangible assets   1,297,622       1,009,232    
    Other assets   850,231       701,770    
    Total assets $ 22,108,884     $ 17,290,131    
    Interest-bearing liabilities:            
    Interest-bearing demand(1) $ 9,522,800 $ 131,252 2.78 % $ 7,025,200 $ 108,632 3.10 %
    Savings deposits   1,069,134   1,743 0.33 %   850,018   1,459 0.34 %
    Brokered deposits   —   — — %   370,129   9,931 5.38 %
    Time deposits   2,941,920   58,312 3.99 %   2,403,646   50,212 4.20 %
    Total interest-bearing deposits   13,533,854   191,307 2.85 %   10,648,993   170,234 3.21 %
    Borrowed funds   797,714   19,865 5.00 %   573,182   14,840 5.19 %
    Total interest-bearing liabilities   14,331,568   211,172 2.97 %   11,222,175   185,074 3.31 %
    Noninterest-bearing deposits   4,326,445       3,513,860    
    Other liabilities   229,098       228,090    
    Shareholders’ equity   3,221,773       2,326,006    
    Total liabilities and shareholders’ equity $ 22,108,884     $ 17,290,131    
    Net interest income/ net interest margin   $ 360,149 3.68 %   $ 253,448 3.30 %
    Cost of funding     2.28 %     2.52 %
    Cost of total deposits     2.16 %     2.41 %

    (1) Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

    Loan Portfolio

    (Dollars in thousands) As of
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024
    Loan Portfolio:          
    Commercial, financial, agricultural $ 2,666,923 $ 1,888,580 $ 1,885,817 $ 1,804,961 $ 1,847,762
    Lease financing   89,568   85,412   90,591   98,159   102,996
    Real estate – construction   1,339,967   1,090,862   1,093,653   1,198,838   1,355,425
    Real estate – 1-4 family mortgages   4,874,679   3,583,080   3,488,877   3,440,038   3,435,818
    Real estate – commercial mortgages   9,470,134   6,320,120   6,236,068   5,995,152   5,766,478
    Installment loans to individuals   122,176   87,539   90,014   90,500   96,276
    Total loans $ 18,563,447 $ 13,055,593 $ 12,885,020 $ 12,627,648 $ 12,604,755


    Credit Quality and Allowance for Credit Losses on Loans

    (Dollars in thousands) As of
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024
    Nonperforming Assets:          
    Nonaccruing loans $ 137,999   $ 98,638   $ 110,811   $ 113,872   $ 97,795  
    Loans 90 days or more past due   3,860     95     2,464     5,351     240  
    Total nonperforming loans   141,859     98,733     113,275     119,223     98,035  
    Other real estate owned   11,750     8,654     8,673     9,136     7,366  
    Total nonperforming assets $ 153,609   $ 107,387   $ 121,948   $ 128,359   $ 105,401  
               
    Criticized Loans          
    Classified loans $ 333,626   $ 224,654   $ 241,708   $ 218,135   $ 191,595  
    Special Mention loans   159,931     95,778     130,882     163,804     138,343  
    Criticized loans(1) $ 493,557   $ 320,432   $ 372,590   $ 381,939   $ 329,938  
               
    Allowance for credit losses on loans $ 290,770   $ 203,931   $ 201,756   $ 200,378   $ 199,871  
    Net loan charge-offs (recoveries) $ 12,054   $ (125 ) $ 1,722   $ 703   $ 5,481  
    Annualized net loan charge-offs / average loans   0.26 %   — %   0.05 %   0.02 %   0.18 %
    Nonperforming loans / total loans   0.76     0.76     0.88     0.94     0.78  
    Nonperforming assets / total assets   0.58     0.59     0.68     0.71     0.60  
    Allowance for credit losses on loans / total loans   1.57     1.56     1.57     1.59     1.59  
    Allowance for credit losses on loans / nonperforming loans   204.97     206.55     178.11     168.07     203.88  
    Criticized loans / total loans   2.66     2.45     2.89     3.02     2.62  

    (1) Criticized loans include classified and Special Mention loans.

    CONFERENCE CALL INFORMATION:
    A live audio webcast of a conference call with analysts will be available beginning at 10:00 AM Eastern Time (9:00 AM Central Time) on Wednesday, July 23, 2025.

    The webcast is accessible through Renasant’s investor relations website at www.renasant.com or https://event.choruscall.com/mediaframe/webcast.html?webcastid=gtM01rRI. To access the conference via telephone, dial 1-877-513-1143 in the United States and request the Renasant Corporation 2025 Second Quarter Earnings Webcast and Conference Call. International participants should dial 1-412-902-4145 to access the conference call.

    The webcast will be archived on www.renasant.com after the call and will remain accessible for one year. A replay can be accessed via telephone by dialing 1-877-344-7529 in the United States and entering conference number 6698526 or by dialing 1-412-317-0088 internationally and entering the same conference number. Telephone replay access is available until August 6, 2025.

    ABOUT RENASANT CORPORATION:
    Renasant Corporation is the parent of Renasant Bank, a 121-year-old financial services institution. Renasant has assets of approximately $26.6 billion and operates 300 banking, lending, mortgage and wealth management offices throughout the Southeast and also offers factoring and asset-based lending on a nationwide basis.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

    This press release may contain, or incorporate by reference, statements about Renasant Corporation that constitute “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. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “projects,” “anticipates,” “intends,” “estimates,” “plans,” “potential,” “focus,” “possible,” “may increase,” “may fluctuate,” “will likely result,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would” and “could,” are generally forward-looking in nature and not historical facts. Forward-looking statements include information about the Company’s future financial performance, business strategy, projected plans and objectives and are based on the current beliefs and expectations of management. The Company’s management believes these forward-looking statements are reasonable, but they are all inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements, and such differences may be material. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties and, accordingly, investors should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.

    Important factors currently known to management that could cause the Company’s actual results to differ materially from those in forward-looking statements include the following: (i) the Company’s ability to efficiently integrate acquisitions (including its recently-completed merger with The First into its operations, retain the customers of these businesses, grow the acquired operations and realize the cost savings expected from an acquisition to the extent and in the timeframe anticipated by management (including the possibility that such cost savings will not be realized when expected, or at all, as a result of the impact of, or challenges arising from, the integration of the acquired assets and assumed liabilities into the Company, potential adverse reactions or changes to business or employee relationships, or as a result of other unexpected factors or events); (ii) potential exposure to unknown or contingent risks and liabilities the Company has acquired, or may acquire, or target for acquisition, including in connection with its merger with The First; (iii) the effect of economic conditions and interest rates on a national, regional or international basis; (iv) timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (v) competitive pressures in the consumer finance, commercial finance, financial services, asset management, retail banking, factoring and mortgage lending and auto lending industries; (vi) the financial resources of, and products available from, competitors; (vii) changes in laws and regulations as well as changes in accounting standards; (viii) changes in governmental and regulatory policy, whether applicable specifically to financial institutions or impacting the United States generally (such as, for example, changes in trade policy); (ix) increased scrutiny by, and/or additional regulatory requirements of, regulatory agencies as a result of the Company’s merger with The First; (x) changes in the securities and foreign exchange markets; (xi) the Company’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (xii) changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of the Company’s investment securities portfolio; (xiii) an insufficient allowance for credit losses as a result of inaccurate assumptions; (xiv) changes in the sources and costs of the capital the Company uses to make loans and otherwise fund the Company’s operations, due to deposit outflows, changes in the mix of deposits and the cost and availability of borrowings; (xv) general economic, market or business conditions, including the impact of inflation; (xvi) changes in demand for loan and deposit products and other financial services; (xvii) concentrations of credit or deposit exposure; (xviii) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; (xix) increased cybersecurity risk, including potential network breaches, business disruptions or financial losses; (xx) civil unrest, natural disasters, epidemics and other catastrophic events in the Company’s geographic area; (xxi) geopolitical conditions, including acts or threats of terrorism and actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; (xxii) the impact, extent and timing of technological changes; and (xxiii) other circumstances, many of which are beyond management’s control.

    Management believes that the assumptions underlying the Company’s forward-looking statements are reasonable, but any of the assumptions could prove to be inaccurate. Investors are urged to carefully consider the risks described in the Company’s filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.renasant.com and the SEC’s website at www.sec.gov.

    The Company undertakes no obligation, and specifically disclaims any obligation, to update or revise forward-looking statements, whether as a result of new information or to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by federal securities laws.

    NON-GAAP FINANCIAL MEASURES:

    In addition to results presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), this press release and the presentation slides furnished to the SEC on the same Form 8-K as this release contain non-GAAP financial measures, namely, (i) adjusted loan yield, (ii) adjusted net interest income and margin, (iii) pre-provision net revenue (including on an as-adjusted basis), (iv) adjusted net income, (v) adjusted diluted earnings per share, (vi) tangible book value per share, (vii) the tangible common equity ratio, (viii) the adjusted return on average assets and on average equity and certain other performance ratios (namely, the ratio of pre-provision net revenue to average assets and the return on average tangible assets and on average tangible common equity (including each of the foregoing on an as-adjusted basis)), and (ix) the adjusted efficiency ratio.

    These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets, including related amortization, and/or certain gains or charges (such as, for the second quarter of 2025, merger and conversion expenses, the Day 1 acquisition provision for credit losses and unfunded commitments, and gain on sales of MSRs), with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof. Management uses these non-GAAP financial measures when evaluating capital utilization and adequacy. In addition, the Company believes that these non-GAAP financial measures facilitate the making of period-to-period comparisons and are meaningful indicators of its operating performance, particularly because these measures are widely used by industry analysts for companies with merger and acquisition activities. Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and, as to intangible assets, are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of this non-GAAP financial information allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the tables below under the caption “Non-GAAP Reconciliations”.

    None of the non-GAAP financial information that the Company has included in this release or the accompanying presentation slides are intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Investors should note that, because there are no standardized definitions for the calculations as well as the results, the Company’s calculations may not be comparable to similarly titled measures presented by other companies. Also, there may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

    Non-GAAP Reconciliations

    (Dollars in thousands, except per share data) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Adjusted Pre-Provision Net Revenue (“PPNR”)            
    Net income (GAAP) $ 1,018   $ 41,518   $ 44,747   $ 72,455   $ 38,846     $ 42,536   $ 78,255  
    Income taxes   1,649     10,448     5,006     24,924     9,666       12,097     19,578  
    Provision for credit losses (including unfunded commitments)   81,322     4,750     2,600     935     3,300       86,072     5,738  
    Pre-provision net revenue (non-GAAP) $ 83,989   $ 56,716   $ 52,353   $ 98,314   $ 51,812     $ 140,705   $ 103,571  
    Merger and conversion expense   20,479     791     2,076     11,273     —       21,270     —  
    Gain on extinguishment of debt   —     —     —     —     —       —     (56 )
    Gain on sales of MSR   (1,467 )   —     (252 )   —     —       (1,467 )   (3,472 )
    Gain on sale of insurance agency   —     —     —     (53,349 )   —       —     —  
    Adjusted pre-provision net revenue (non-GAAP) $ 103,001   $ 57,507   $ 54,177   $ 56,238   $ 51,812     $ 160,508   $ 100,043  
                     
    Adjusted Net Income and Adjusted Tangible Net Income            
    Net income (GAAP) $ 1,018   $ 41,518   $ 44,747   $ 72,455   $ 38,846     $ 42,536   $ 78,255  
    Amortization of intangibles   8,884     1,080     1,133     1,160     1,186       9,964     2,398  
    Tax effect of adjustments noted above(1)   (2,212 )   (270 )   (283 )   (296 )   (233 )     (2,481 )   (470 )
    Tangible net income (non-GAAP) $ 7,690   $ 42,328   $ 45,597   $ 73,319   $ 39,799     $ 50,019   $ 80,183  
                     
    Net income (GAAP) $ 1,018   $ 41,518   $ 44,747   $ 72,455   $ 38,846     $ 42,536   $ 78,255  
    Merger and conversion expense   20,479     791     2,076     11,273     —       21,270     —  
    Day 1 acquisition provision for loan losses   62,190     —     —     —     —       62,190     —  
    Day 1 acquisition provision for unfunded commitments   4,422     —     —     —     —       4,422     —  
    Gain on extinguishment of debt   —     —     —     —     —       —     (56 )
    Gain on sales of MSR   (1,467 )   —     (252 )   —     —       (1,467 )   (3,472 )
    Gain on sale of insurance agency   —     —     —     (53,349 )   —       —     —  
    Tax effect of adjustments noted above(1)   (20,765 )   (198 )   (113 )   12,581     —       (20,964 )   694  
    Adjusted net income (non-GAAP) $ 65,877   $ 42,111   $ 46,458   $ 42,960   $ 38,846     $ 107,987   $ 75,421  
    Amortization of intangibles   8,884     1,080     1,133     1,160     1,186       9,964     2,398  
    Tax effect of adjustments noted above(1)   (2,212 )   (270 )   (283 )   (296 )   (233 )     (2,481 )   (470 )
    Adjusted tangible net income (non-GAAP) $ 72,549   $ 42,921   $ 47,308   $ 43,824   $ 39,799     $ 115,470   $ 77,349  
    Tangible Assets and Tangible Shareholders’ Equity            
    Average shareholders’ equity (GAAP) $ 3,745,051   $ 2,692,681   $ 2,656,885   $ 2,553,586   $ 2,337,731     $ 3,221,773   $ 2,326,006  
    Average intangible assets   (1,589,490 )   (1,002,511 )   (1,003,551 )   (1,004,701 )   (1,008,638 )     (1,297,622 )   (1,009,232 )
    Average tangible shareholders’ equity (non-GAAP) $ 2,155,561   $ 1,690,170   $ 1,653,334   $ 1,548,885   $ 1,329,093     $ 1,924,151   $ 1,316,774  
                     
    Average assets (GAAP) $ 26,182,865   $ 17,989,636   $ 17,943,148   $ 17,681,664   $ 17,371,369     $ 22,108,884   $ 17,290,131  
    Average intangible assets   (1,589,490 )   (1,002,511 )   (1,003,551 )   (1,004,701 )   (1,008,638 )     (1,297,622 )   (1,009,232 )
    Average tangible assets (non-GAAP) $ 24,593,375   $ 16,987,125   $ 16,939,597   $ 16,676,963   $ 16,362,731     $ 20,811,262   $ 16,280,899  
                     
    Shareholders’ equity (GAAP) $ 3,778,854   $ 2,727,105   $ 2,678,318   $ 2,658,078   $ 2,354,701     $ 3,778,854   $ 2,354,701  
    Intangible assets   (1,583,533 )   (1,001,923 )   (1,003,003 )   (1,004,136 )   (1,008,062 )     (1,583,533 )   (1,008,062 )
    Tangible shareholders’ equity (non-GAAP) $ 2,195,321   $ 1,725,182   $ 1,675,315   $ 1,653,942   $ 1,346,639     $ 2,195,321   $ 1,346,639  
                     
    Total assets (GAAP) $ 26,624,975   $ 18,271,381   $ 18,034,868   $ 17,958,840   $ 17,510,391     $ 26,624,975   $ 17,510,391  
    Intangible assets   (1,583,533 )   (1,001,923 )   (1,003,003 )   (1,004,136 )   (1,008,062 )     (1,583,533 )   (1,008,062 )
    Total tangible assets (non-GAAP) $ 25,041,442   $ 17,269,458   $ 17,031,865   $ 16,954,704   $ 16,502,329     $ 25,041,442   $ 16,502,329  
                     
    Adjusted Performance Ratios                
    Return on average assets (GAAP)   0.02 %   0.94 %   0.99 %   1.63 %   0.90 %     0.39 %   0.91 %
    Adjusted return on average assets (non-GAAP)   1.01     0.95     1.03     0.97     0.90       0.98     0.88  
    Return on average tangible assets (non-GAAP)   0.13     1.01     1.07     1.75     0.98       0.48     0.99  
    Pre-provision net revenue to average assets (non-GAAP)   1.29     1.28     1.16     2.21     1.20       1.28     1.20  
    Adjusted pre-provision net revenue to average assets (non-GAAP)   1.58     1.30     1.20     1.27     1.20       1.46     1.16  
    Adjusted return on average tangible assets (non-GAAP)   1.18     1.02     1.11     1.05     0.98       1.12     0.96  
    Return on average equity (GAAP)   0.11     6.25     6.70     11.29     6.68       2.66     6.77  
    Adjusted return on average equity (non-GAAP)   7.06     6.34     6.96     6.69     6.68       6.76     6.52  
    Return on average tangible equity (non-GAAP)   1.43     10.16     10.97     18.83     12.04       5.24     12.25  
    Adjusted return on average tangible equity (non-GAAP)   13.50     10.30     11.38     11.26     12.04       12.10     11.81  
                     
    Adjusted Diluted Earnings Per Share            
    Average diluted shares outstanding   95,136,160     64,028,025     64,056,303     61,632,448     56,684,626       79,671,775     56,607,947  
                     
    Diluted earnings per share (GAAP) $ 0.01   $ 0.65   $ 0.70   $ 1.18   $ 0.69     $ 0.53   $ 1.38  
    Adjusted diluted earnings per share (non-GAAP) $ 0.69   $ 0.66   $ 0.73   $ 0.70   $ 0.69     $ 1.36   $ 1.33  
                     
    Tangible Book Value Per Share                
    Shares outstanding   95,019,311     63,739,467     63,565,690     63,564,028     56,367,924       95,019,311     56,367,924  
                     
    Book value per share (GAAP) $ 39.77   $ 42.79   $ 42.13   $ 41.82   $ 41.77     $ 39.77   $ 41.77  
    Tangible book value per share (non-GAAP) $ 23.10   $ 27.07   $ 26.36   $ 26.02   $ 23.89     $ 23.10   $ 23.89  
                     
    Tangible Common Equity Ratio                
    Shareholders’ equity to assets (GAAP)   14.19 %   14.93 %   14.85 %   14.80 %   13.45 %     14.19 %   13.45 %
    Tangible common equity ratio (non-GAAP)   8.77 %   9.99 %   9.84 %   9.76 %   8.16 %     8.77 %   8.16 %
    Adjusted Efficiency Ratio                
    Net interest income (FTE) (GAAP) $ 222,717   $ 137,432   $ 135,502   $ 133,576   $ 127,598     $ 360,149   $ 253,448  
                     
    Total noninterest income (GAAP) $ 48,334   $ 36,395   $ 34,218   $ 89,299   $ 38,762     $ 84,729   $ 80,143  
    Gain on sales of MSR   (1,467 )   —     (252 )   —     —       (1,467 )   (3,472 )
    Gain on extinguishment of debt   —     —     —     —     —       —     (56 )
    Gain on sale of insurance agency   —     —     —     (53,349 )   —       —     —  
    Total adjusted noninterest income (non-GAAP) $ 46,867   $ 36,395   $ 33,966   $ 35,950   $ 38,762     $ 83,262   $ 76,615  
                     
    Noninterest expense (GAAP) $ 183,204   $ 113,876   $ 114,747   $ 121,983   $ 111,976     $ 297,080   $ 224,888  
    Amortization of intangibles   (8,884 )   (1,080 )   (1,133 )   (1,160 )   (1,186 )     (9,964 )   (2,398 )
    Merger and conversion expense   (20,479 )   (791 )   (2,076 )   (11,273 )   —       (21,270 )   —  
    Total adjusted noninterest expense (non-GAAP) $ 153,841   $ 112,005   $ 111,538   $ 109,550   $ 110,790     $ 265,846   $ 222,490  
                     
    Efficiency ratio (GAAP)   67.59 %   65.51 %   67.61 %   54.73 %   67.31 %     66.78 %   67.41 %
    Adjusted efficiency ratio (non-GAAP)   57.07 %   64.43 %   65.82 %   64.62 %   66.60 %     59.95 %   67.41 %
                     
    Adjusted Net Interest Income and Adjusted Net Interest Margin            
    Net interest income (FTE) (GAAP) $ 222,717   $ 137,432   $ 135,502   $ 133,576   $ 127,598     $ 360,149   $ 253,448  
    Net interest income collected on problem loans   (2,779 )   (1,026 )   (151 )   (642 )   146       (3,805 )   23  
    Accretion recognized on purchased loans   (17,834 )   (558 )   (616 )   (1,089 )   (897 )     (18,392 )   (1,697 )
    Amortization recognized on purchased time deposits   4,396     —     —     —     —       4,396     —  
    Amortization recognized on purchased long term borrowings   1,072     —     —     —     —       1,072     —  
    Adjustments to net interest income $ (15,145 ) $ (1,584 ) $ (767 ) $ (1,731 ) $ (751 )   $ (16,729 ) $ (1,674 )
    Adjusted net interest income (FTE) (non-GAAP) $ 207,572   $ 135,848   $ 134,735   $ 131,845   $ 126,847     $ 343,420   $ 251,774  
                     
    Net interest margin (GAAP)   3.85 %   3.45 %   3.36 %   3.36 %   3.31 %     3.68 %   3.30 %
    Adjusted net interest margin (non-GAAP)   3.58 %   3.42 %   3.34 %   3.32 %   3.29 %     3.51 %   3.28 %
                     
    Adjusted Loan Yield                
    Loan interest income (FTE) (GAAP) $ 304,834   $ 199,504   $ 201,562   $ 204,935   $ 200,670     $ 504,338   $ 395,310  
    Net interest income collected on problem loans   (2,779 )   (1,026 )   (151 )   (642 )   146       (3,805 )   23  
    Accretion recognized on purchased loans   (17,834 )   (558 )   (616 )   (1,089 )   (897 )     (18,392 )   (1,697 )
    Adjusted loan interest income (FTE) (non-GAAP) $ 284,221   $ 197,920   $ 200,795   $ 203,204   $ 199,919     $ 482,141   $ 393,636  
                     
    Loan yield (GAAP)   6.63 %   6.24 %   6.29 %   6.47 %   6.41 %     6.47 %   6.35 %
    Adjusted loan yield (non-GAAP)   6.18 %   6.19 %   6.27 %   6.41 %   6.38 %     6.18 %   6.32 %

    (1) Tax effect is calculated based on the respective legal entity’s appropriate federal and state tax rates (as applicable) for the period, and includes the estimated impact of both current and deferred tax expense.

           
    Contacts: For Media:   For Financials:
      John S. Oxford   James C. Mabry IV
      Senior Vice President   Executive Vice President
      Chief Marketing Officer   Chief Financial Officer
      (662) 680-1219   (662) 680-1281

    The MIL Network –

  • MIL-OSI: Weatherford Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    • Second quarter revenue of $1,204 million increased 1% sequentially
    • Second quarter operating income of $237 million increased 67% sequentially
    • Second quarter net income of $136 million increased 79% sequentially; net income margin of 11.3%
    • Second quarter adjusted EBITDA* of $254 million was flat sequentially; adjusted EBITDA margin* of 21.1% decreased 11 basis points sequentially
    • Second quarter cash provided by operating activities of $128 million and adjusted free cash flow* of $79 million
    • Repurchased $27 million of 8.625% Senior Notes due 2030 in the second quarter of 2025
    • Shareholder return of $52 million for the quarter, which included dividend payments of $18 million and share repurchases of $34 million
    • Board approved quarterly cash dividend of $0.25 per share, payable on September 4, 2025, to shareholders of record as of August 6, 2025
    • Signed an agreement with Amazon Web Services to migrate and modernize our digital platforms, including the Modern Edge Platform and Unified Data Model, enhancing operational efficiency and data-driven decision-making. The collaboration also boosts Weatherford’s Software Launchpad, offering scalable, cloud-based solutions while ensuring data control and integration flexibility

    *Non-GAAP – refer to the section titled Non-GAAP Financial Measures Defined and GAAP to Non-GAAP Financial Measures Reconciled

    HOUSTON, July 22, 2025 (GLOBE NEWSWIRE) — Weatherford International plc (NASDAQ: WFRD) (“Weatherford” or the “Company”) announced today its results for the second quarter of 2025.

    Revenues for the second quarter of 2025 were $1,204 million, an increase of 1% sequentially and a decrease of 14% year-over-year. Operating income in the second quarter of 2025 was $237 million, an increase of 67% sequentially and a decrease of 10% year-over-year. Net income in the second quarter of 2025 was $136 million, with a 11.3% margin, an increase of 79%, or 493 basis points, sequentially, and an increase of 9%, or 240 basis points, year-over-year. Adjusted EBITDA* was $254 million, with a 21.1% margin, flat, or a decrease of 11 basis points, sequentially, and a decrease of 30%, or 488 basis points, year-over-year. Basic income per share in the second quarter of 2025 was $1.87, an increase of 81% sequentially and an increase of 10% year-over-year. Diluted income per share in the second quarter of 2025 was $1.87, an increase of 81% sequentially and an increase of 13% year-over-year.

    Second quarter 2025 cash flows provided by operating activities were $128 million, a decrease of 10% sequentially and a decrease of 15% year-over-year. Adjusted free cash flow* was $79 million, an increase of 20% sequentially and a decrease of 18% year-over-year. Capital expenditures were $54 million in the second quarter of 2025, a decrease of 30% sequentially and a decrease of 13% year-over-year.

    Girish Saligram, President and Chief Executive Officer, commented, “Our core operating markets continued to exhibit activity slowdown during the quarter, driven by geopolitical events, supply-demand imbalance concerns, and trade uncertainties. Despite these structural headwinds, the One Weatherford team delivered second-quarter results in line with expectations, reflecting disciplined execution and operational efficiency in a distinctly softer market. The sequential performance demonstrates strong fundamentals and the resilience of our operating model. Revenues increased and adjusted EBITDA was flat despite the previously announced divestiture of certain businesses in Argentina. Adjusted Free Cash Flow also increased, even as receivables continued to build in Latin America due to lack of payments in Mexico. This performance underscores the strength of the new Weatherford operating paradigm and marks a positive departure from past responses to prior market cycle inflections.

    Looking ahead, activity levels in both North America and international markets continue to show signs of sluggishness, and expectations for a broader sector recovery have shifted further to the right. While we anticipate a relatively flat trajectory on revenues for the immediate future, we remain focused on driving adjusted free cash flow conversion through portfolio optimization, structural cost efficiencies, optimization of working capital, and CAPEX efficiency.”

    *Non-GAAP – refer to the section titled Non-GAAP Financial Measures Defined and GAAP to Non-GAAP Financial Measures Reconciled

    Operational & Commercial Highlights

    • An International Oil Company (IOC) awarded Weatherford a three-year contract to provide Managed Pressure Drilling (MPD) services for a deepwater development project in Mexico.
    • Aramco awarded Weatherford a one-year contract extension to provide MPD services for its onshore and offshore wells.
    • Weatherford, with Superior Energy Services, secured a three-year contract to supply conventional completions (Upper and Lower) equipment to Petrobras for pre-salt and post-salt fields offshore Brazil.
    • Cairn Oil & Gas granted Weatherford a Letter of Award to provide Completions, Liner Hanger, Whipstock systems and services, and MPD services for High Temperature – Ultra High Temperature (HT-UHT) drilling and rigless project in Barmer, India.
    • bp UK awarded Weatherford a one-year contract to provide Cementation Products, Completions, Drilling Services, Intervention Services & Drilling Tools (ISDT), and a one-year contract to provide Liner Hanger systems for the Northern Endurance Partnership CO2 Storage Project in offshore UK.
    • Beach Energy Limited awarded Weatherford contracts to provide Cementation Products, Cement Heads, Liner Hangers, and Tubular Running Services (TRS) for a campaign in offshore Australia.
    • Origin Energy awarded Weatherford a five-year contract to re-supply PCP systems in onshore Australia.
    • OMV awarded Weatherford a three-year contract to supply Completions and Reservoir Monitoring equipment in Tunisia.
    • Shell awarded Weatherford a three-year contract to provide ISDT offshore in the Gulf of America.
    • An IOC awarded Weatherford a three-year contract to provide thru-tubing Well Services in offshore Malaysia.
    • Kuwait Oil Company (KOC) awarded Weatherford a contract for the supply of XpressTM XT Liner Hanger systems for deep drilling operations in Kuwait.
    • A National Oil Company in the Middle East awarded a two-year contract to provide thru-tubing and safety valve systems in the United Arab Emirates.
    • A major operator in Canada awarded Weatherford a two-year contract to provide Artificial Lift services in onshore Canada.
    • Weatherford, in strategic partnership with Constellation, secured a three-year contract to deliver TRS, integrating the automated Vero™ technology into their rig for Petrobras in offshore Brazil.

    Technology Highlights

    • Drilling & Evaluation (“DRE”)
      • In Kuwait, Weatherford successfully deployed combined Magnus™ and Victus™ solutions for a pilot project for KOC. This approach enabled the use of a smaller wellhead, eliminated one casing string, and allowed effective drilling and cementing through stacked reservoirs, potentially unlocking new completion designs and enhancing recovery.
      • In Qatar, Weatherford successfully completed the first Modus™ job using MPD techniques that significantly improved operational efficiency and well safety. The Modus system enabled the operator to reach the targeted total depth while saving substantial rig time and costs compared to conventional methods.
      • In Norway, Weatherford successfully completed three open hole logging jobs for an international operator using coiled tubing for deployment. This approach enabled effective logging in a highly deviated well, overcoming the limitations of conventional wireline conveyance.
    • Well Construction and Completions (“WCC”)
      • In the Gulf of America, Weatherford successfully integrated multiple TRS technologies for bp. This integration enhanced operational speed, cost-effectiveness, and well integrity while improving quality, efficiency, and safety by reducing personnel requirements and eliminating manual intervention.
      • In the United Kingdom, Weatherford successfully implemented StringGuardTM for Shell. The solution is designed to provide protection against potential dropped string events, with the aim of maintaining operational focus and incident free delivery.
    • Production and Intervention (“PRI”)
      • Weatherford’s Rotaflex® Artificial Lift technology has witnessed continued global adoption, with recent installations in France, Australia, and Oman. These projects have addressed a variety of operational challenges, including the replacement of Electric Submersible Pumps and conventional pumping units, enhancement of production efficiency, support for Coal Bed Methane initiatives, and restoration of output in complex wells, underscoring the versatility and effectiveness of the Rotaflex technology.
      • In Norway, Weatherford completed a successful field trial of TITAN RS technology for Equinor, following the acquisition of Ardyne. The trial delivered a full casing cut and recovery solution for the plug and abandonment market, reinforcing Weatherford’s leadership in advanced well abandonment.
      • In Saudi Arabia, Weatherford installed the first Rod Lift system in the Jafurah field. The unit was successfully commissioned, validating Weatherford’s Rod Lift technology as a viable artificial lift solution for this unconventional gas field.

    Shareholder Return

    During the second quarter of 2025, Weatherford paid dividends of $18 million and repurchased shares for approximately $34 million, resulting in a total shareholder return of $52 million. In the first half of the year, Weatherford paid dividends of $36 million and repurchased shares for approximately $87 million, resulting in a total shareholder return of $123 million.

    On July 17, 2025, our Board declared a cash dividend of $0.25 per share of the Company’s ordinary shares, payable on September 4, 2025, to shareholders of record as of August 6, 2025.

    Results by Reportable Segment

    Drilling and Evaluation (“DRE”)
      

        Three Months Ended   Variance
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   Seq.   YoY
    Revenue   $          335     $              350     $          427     (4)   %   (22)    %
    Segment Adjusted EBITDA   $            69     $                 74     $          130     (7)   %   (47)    %
    Segment Adj EBITDA Margin     20.6 %     21.1 %     30.4 %            (55) bps         (985) bps

    Second quarter 2025 DRE revenue of $335 million decreased by $15 million, or 4% sequentially, primarily from lower Wireline activity in North America and Latin America partly offset by higher Drilling Services activity in Europe/Sub-Sahara Africa/Russia and Latin America. Year-over-year DRE revenue decreased by $92 million, or 22%, primarily from lower activity across all geographies, especially in Latin America, partly offset by higher Drilling Services activity in Europe/Sub-Sahara Africa/ Russia, North America and Middle East/North Africa/Asia.

    Second quarter 2025 DRE segment adjusted EBITDA of $69 million decreased by $5 million, or 7% sequentially, primarily from lower Wireline activity, partly offset by higher Drilling Services activity. Year-over-year DRE segment adjusted EBITDA decreased by $61 million, or 47%, primarily from lower activity across all geographies, especially in Latin America.

    Well Construction and Completions (“WCC”)  

        Three Months Ended   Variance
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   Seq.   YoY
    Revenue   $          456     $              441     $          504     3 %   (10)   %
    Segment Adjusted EBITDA   $          118     $              128     $          145     (8) %   (19)   %
    Segment Adj EBITDA Margin     25.9 %     29.0 %     28.8 %         (315) bps          (289) bps

    Second quarter 2025 WCC revenue of $456 million increased by $15 million, or 3% sequentially, primarily from higher Liner Hangers and Cementation Products activity partly offset by lower Completions activity especially in Latin America.  Year-over-year WCC revenues decreased by $48 million, or 10%, primarily from lower activity in Latin America, Europe/Sub-Sahara Africa/Russia and North America partly offset by higher Liner Hangers activity in Middle East/North Africa/Asia.

    Second quarter 2025 WCC segment adjusted EBITDA of $118 million decreased by $10 million, or 8% sequentially, primarily from lower Completions activity partly offset by higher Liner Hangers activity and Cementation Products activity and fall through. Year-over-year WCC segment adjusted EBITDA decreased by $27 million, or 19%, primarily from lower activity in Latin America, Europe/Sub-Sahara Africa/Russia and North America partly offset by higher Liner Hangers and TRS fall through in Middle East/North Africa/Asia.

    Production and Intervention (“PRI”)  

        Three Months Ended   Variance
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   Seq.   YoY
    Revenue   $          327         $              334     $          369     (2)  %   (11)   %
    Segment Adjusted EBITDA   $            63         $                 62     $            85     2 %   (26)   %
    Segment Adj EBITDA Margin     19.3 %     18.6 %     23.0 %             70  bps          (377) bps

    Second quarter 2025 PRI revenue of $327 million  decreased by $7 million, or 2% sequentially, primarily from lower Pressure Pumping activity in Latin America pursuant to the sale of the Argentina Pressure Pumping business partly offset by higher Artificial Lift and Sub-sea Intervention activity. Year-over-year PRI revenue decreased by $42 million, or 11%, as lower activity across all geographies was partly offset by higher Sub-sea intervention activity in Latin America.

    Second quarter 2025 PRI segment adjusted EBITDA of $63 million increased by $1 million, or 2% sequentially, primarily from  higher Sub-sea Intervention activity and fall through partly offset by lower Pressure Pumping activity in Latin America pursuant to the sale of the Argentina Pressure Pumping business. Year-over-year PRI segment adjusted EBITDA decreased by $22 million, or 26%, primarily from lower activity across all geographies, partly offset by higher Sub-sea intervention activity and fall through in Latin America.

    Revenue by Geography 

        Three Months Ended   Variance
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   Seq.   YoY
    North America   $             241   $                  250   $             252   (4) %   (4) %
                         
    International   $             963   $                  943   $          1,153   2 %   (16) %
       Latin America                     195                        241                    353   (19) %   (45) %
       Middle East/North Africa/Asia                    524                        503                    542   4 %   (3) %
       Europe/Sub-Sahara Africa/Russia                    244                        199                    258   23 %   (5) %
    Total Revenue   $          1,204   $               1,193   $          1,405   1 %   (14) %


    North America

    Second quarter 2025 North America revenue of $241 million decreased by $9 million, or 4% sequentially, primarily from lower Wireline activity in Canada Land, partly offset by higher Cementation Products and Liner Hangers activity. Year-over-year, North America decreased by $11 million, or 4% , primarily from lower activity across all the segments, partly offset by higher activity in US Offshore.

    International

    Second quarter 2025 international revenue of $963 million increased by $20 million, or 2% sequentially and decreased by $190 million, or 16% year-over-year.

    Second quarter 2025 Latin America revenue of $195 million decreased by $46 million, or 19% sequentially, primarily from lower activity in Argentina pursuant to the sale of the Argentina Pressure Pumping business, partly offset by higher Sub-sea intervention activity. Year-over-year, Latin America revenue decreased by $158 million, or 45%, primarily from lower activity in Mexico and Argentina, partly offset by higher Sub-sea intervention activity.

    Second quarter 2025 Middle East/North Africa/Asia revenue of $524 million increased by $21 million, or 4% sequentially, primarily from higher Liner Hangers and Cementation Products activity partly offset by lower Drilling Services. Year-over-year, the Middle East/North Africa/Asia revenue decreased by $18 million, or 3%, primarily from lower activity in the DRE and PRI segments partly offset by higher Liner Hangers activity.

    Second quarter 2025 Europe/Sub-Sahara Africa/Russia revenue of $244 million increased by $45 million, or 23% sequentially, primarily from higher activity across all the segments. Year-over-year, Europe/Sub-Sahara Africa/Russia revenue decreased by $14 million, or 5%, primarily from lower activity across all the segments especially WCC, partly offset by higher Drilling Services and Pressure Pumping.

    About Weatherford
    Weatherford delivers innovative energy services that integrate proven technologies with advanced digitalization to create sustainable offerings for maximized value and return on investment. Our world-class experts partner with customers to optimize their resources and realize the full potential of their assets. Operators choose us for strategic solutions that add efficiency, flexibility, and responsibility to any energy operation. The Company conducts business in approximately 75 countries and has approximately 17,300 team members representing more than 110 nationalities and 310 operating locations. Visit weatherford.com for more information and connect with us on social media.

    Conference Call Details

    Weatherford will host a conference call on Wednesday, July 23, 2025, to discuss the Company’s results for the second quarter ended June 30, 2025. The conference call will begin at 8:30 a.m. Eastern Time (7:30 a.m. Central Time).

    Listeners are encouraged to download the accompanying presentation slides which will be available in the investor relations section of the Company’s website.

    Listeners can participate in the conference call via a live webcast at https://www.weatherford.com/investor-relations/investor-news-and-events/events/ or by dialing +1 877-328-5344 (within the U.S.) or +1 412-902-6762 (outside of the U.S.) and asking for the Weatherford conference call. Participants should log in or dial in approximately 10 minutes prior to the start of the call.

    A telephonic replay of the conference call will be available until August 6, 2025, at 5:00 p.m. Eastern Time. To access the replay, please dial +1 877-344-7529 (within the U.S.) or +1 412-317-0088 (outside of the U.S.) and reference conference number 1312926. A replay and transcript of the earnings call will also be available in the investor relations section of the Company’s website.

    Contacts
    For Investors:
    Luke Lemoine
    Senior Vice President, Corporate Development & Investor Relations
    +1 713-836-7777
    investor.relations@weatherford.com

    For Media:
    Kelley Hughes
    Senior Director, Communications & Employee Engagement
    media@weatherford.com

    Forward-Looking Statements

    This news release contains projections and forward-looking statements concerning, among other things, the Company’s adjusted EBITDA*, adjusted EBITDA margin*, adjusted free cash flow*, shareholder return program, forecasts or expectations regarding business outlook, prospects for its operations, capital expenditures, expectations regarding future financial results, and are also generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “outlook,” “budget,” “intend,” “strategy,” “plan,” “guidance,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are based upon the current beliefs of Weatherford’s management and are subject to significant risks, assumptions, and uncertainties. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in our forward-looking statements. Readers are cautioned that forward-looking statements are only estimates and may differ materially from actual future events or results, based on factors including but not limited to: global political, economic and market conditions, political disturbances, war or other global conflicts, terrorist attacks, changes in global trade policies, tariffs and sanctions, weak local economic conditions and international currency fluctuations; general global economic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; various effects from conflicts in the Middle East and the Russia Ukraine conflicts, including, but not limited to, nationalization of assets, extended business interruptions, sanctions, treaties and regulations (including changes in the regulatory environment) imposed by various countries, associated operational and logistical challenges, and impacts to the overall global energy supply; cybersecurity issues; our ability to comply with, and respond to, climate change, environmental, social and governance and other sustainability initiatives and future legislative and regulatory measures both globally and in specific geographic regions; the potential for a resurgence of a pandemic in a given geographic area and related disruptions; the price and price volatility of, and demand for, oil and natural gas; the macroeconomic outlook for the oil and gas industry; our ability to generate cash flow from operations to fund our operations; our ability to effectively and timely adapt our technology portfolio, products and services to remain competitive, and to address and participate in changes to the market demands, including for the transition to alternate sources of energy such as geothermal, carbon capture and responsible abandonment, including our digitalization efforts, increases in the prices and lead times, and the lack of availability of our procured products and services, including due to macroeconomic and geopolitical conditions such as tariffs and changes in trade policies, our ability to timely collect from customers; our ability to effectively execute our capital allocation framework; our ability to return capital to shareholders, including those related to the timing and amounts (including any plans or commitments in respect thereof) of any dividends and share repurchases; and the realization of additional cost savings and operational efficiencies.

    These risks and uncertainties are more fully described in Weatherford’s reports and registration statements filed with the Securities and Exchange Commission, including the risk factors described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Accordingly, you should not place undue reliance on any of the Company’s forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law, and we caution you not to rely on them unduly.

    *Non-GAAP – refer to the section titled Non-GAAP Financial Measures Defined and GAAP to Non-GAAP Financial Measures Reconciled

    Weatherford International plc
    Selected Statements of Operations (Unaudited)
                         
        Three Months Ended   Six Months Ended
    ($ in Millions, Except Per Share Amounts)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Revenues:                    
    DRE Revenues   $              335     $                 350     $              427     $            685     $            849  
    WCC Revenues                    456                          441                      504                     897                    962  
    PRI Revenues                    327                          334                      369                     661                    717  
    All Other                       86                            68                      105                     154                    235  
    Total Revenues                 1,204                      1,193                   1,405                 2,397                 2,763  
                         
    Operating Income:                    
    DRE Segment Adjusted EBITDA[1]   $                69     $                    74     $              130     $            143     $            260  
    WCC Segment Adjusted EBITDA[1]                    118                          128                      145                     246                    265  
    PRI Segment Adjusted EBITDA[1]                       63                            62                        85                     125                    158  
    All Other[2]                       19                              4                        23                       23                       50  
    Corporate[2]                     (15 )                        (15 )                    (18 )                   (30 )                   (32 )
    Depreciation and Amortization                     (64 )                        (62 )                    (86 )                 (126 )                (171 )
    Share-based Compensation                       (9 )                          (7 )                    (12 )                   (16 )                   (25 )
    Gain on Sale of Business                       70                            —                        —                       70                       —  
    Restructuring Charges                     (11 )                        (29 )                       (5 )                   (40 )                     (8 )
    Other (Charges) Credits                       (3 )                        (13 )                        2                     (16 )                     —  
    Operating Income                    237                          142                      264                     379                    497  
                         
    Other Expense:                    
    Interest Expense, Net of Interest Income of $14, $11,
    $17, $25 and $31    		                     (21 )                        (26 )                    (24 )                   (47 )                   (53 )
    Loss on Blue Chip Swap Securities                       (1 )                          —                      (10 )                     (1 )                   (10 )
    Other Expense, Net                     (24 )                        (20 )                    (20 )                   (44 ) —                 (42 )
    Income Before Income Taxes                    191                            96                      210                     287                    392  
    Income Tax Provision                     (46 )                        (10 )                    (73 )                   (56 )                (132 )
    Net Income                    145                            86                      137                     231                    260  
    Net Income Attributable to Noncontrolling Interests                         9                            10                        12                       19                       23  
    Net Income Attributable to Weatherford   $              136     $                    76     $              125     $            212     $            237  
                         
    Basic Income Per Share   $             1.87     $                1.04     $             1.71     $           2.91     $           3.25  
    Basic Weighted Average Shares Outstanding                   72.2                         73.1                     73.2                    72.7                   73.1  
                         
    Diluted Income Per Share   $             1.87     $                1.03     $             1.66     $           2.90     $           3.16  
    Diluted Weighted Average Shares Outstanding                   72.4                         73.4                     75.3       72.9       75.0  
    [1] Segment adjusted EBITDA is our primary measure of segment profitability under U.S. GAAP ASC 280 “Segment Reporting” and represents segment earnings before interest, taxes, depreciation, amortization, share-based compensation, restructuring charges and other adjustments. Research and development expenses are included in segment adjusted EBITDA.
    [2] All Other includes results from non-core business activities (including integrated services and projects), and Corporate includes overhead support and centrally managed or shared facilities costs. All Other and Corporate do not individually meet the criteria for segment reporting.
    Weatherford International plc
    Selected Balance Sheet Data (Unaudited)
           
    ($ in Millions) June 30, 2025   December 31, 2024
    Assets:      
    Cash and Cash Equivalents $                              943   $                                 916
    Restricted Cash                                     60                                         59
    Accounts Receivable, Net                               1,177                                    1,261
    Inventories, Net                                  881                                       880
    Property, Plant and Equipment, Net                               1,136                                    1,061
    Intangibles, Net                                  305                                       325
           
    Liabilities:      
    Accounts Payable                                  685                                       792
    Accrued Salaries and Benefits                                  252                                       302
    Current Portion of Long-term Debt                                     26                                         17
    Long-term Debt                               1,565                                    1,617
           
    Shareholders’ Equity:      
    Total Shareholders’ Equity                               1,519                                    1,283
    Weatherford International plc
    Selected Cash Flows Information (Unaudited)
                         
        Three Months Ended   Six Months Ended
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Cash Flows From Operating Activities:                    
    Net Income   $             145     $                    86     $             137     $             231     $             260  
    Adjustments to Reconcile Net Income to Net Cash
    Provided By Operating Activities:    		                    
    Depreciation and Amortization                      64                             62                        86                      126                      171  
    Foreign Exchange Losses                      17                             13                          8                        30                        23  
    Loss on Blue Chip Swap Securities                        1                             —                        10                          1                        10  
    Gain on Disposition of Assets                      (3 )                           (1 )                    (25 )                      (4 )                    (32 )
    Gain on Sale of Business                    (70 )                           —                        —                      (70 )                      —   
    Deferred Income Tax Provision (Benefit)                      (5 )                             7                        13                          2                        27  
    Share-Based Compensation                        9                               7                        12                        16                        25  
    Changes in Accounts Receivable, Inventory, Accounts
    Payable and Accrued Salaries and Benefits    		                    (22 )                         (17 )                    (22 )                    (39 )                  (174 )
    Other Changes, Net                      (8 )                         (15 )                    (69 )                    (23 )                    (29 )
    Net Cash Provided By Operating Activities                    128                          142                      150                      270                      281  
                         
    Cash Flows From Investing Activities:                    
    Capital Expenditures for Property, Plant and Equipment                    (54 )                         (77 )                    (62 )                  (131 )                  (121 )
    Proceeds from Disposition of Assets                        5                               1                          8                          6                        18  
    Proceeds from Sale of Businesses                      97                             —                        —                        97                        —   
    Purchases of Blue Chip Swap Securities                    (83 )                           —                      (50 )                    (83 )                    (50 )
    Proceeds from Sales of Blue Chip Swap Securities                      82                             —                        40                        82                        40  
    Business Acquisitions, Net of Cash Acquired                      —                             —                        —                        —                       (36 )
    Proceeds from Sale of Investments                      —                             —                        —                        —                         41  
    Other Investing Activities                      (4 )                           (3 )                        3                        (7 )                      (7 )
    Net Cash Provided by (Used In) Investing Activities                      43                           (79 )                    (61 )                    (36 )                  (115 )
                         
    Cash Flows From Financing Activities:                    
    Repayments of Long-term Debt                    (34 )                         (39 )                    (87 )                    (73 )                  (259 )
       Distributions to Noncontrolling Interests                      (8 )                           —                        (9 )                      (8 )                      (9 )
    Tax Remittance on Equity Awards                      —                           (20 )                      (1 )                    (20 )                      (9 )
    Share Repurchases                    (34 )                         (53 )                      —                      (87 )                      —   
    Dividends Paid                    (18 )                         (18 )                      —                      (36 )                      —   
    Other Financing Activities                      (3 )                           (3 )                      (5 )                      (6 )                    (12 )
    Net Cash Used In Financing Activities   $              (97 )   $                (133 )   $           (102 )   $           (230 )   $           (289 )
    Weatherford International plc
    Non-GAAP Financial Measures Defined (Unaudited)

    We report our financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, Weatherford’s management believes that certain non-GAAP financial measures (as defined under the SEC’s Regulation G and Item 10(e) of Regulation S-K) may provide users of this financial information additional meaningful comparisons between current results and results of prior periods and comparisons with peer companies. The non-GAAP amounts shown in the following tables should not be considered as substitutes for results reported in accordance with GAAP but should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Adjusted EBITDA* – Adjusted EBITDA* is a non-GAAP measure and represents consolidated income before interest expense, net, income taxes, depreciation and amortization expense, and excludes, among other items, restructuring charges, share-based compensation expense, as well as other charges and credits. Management believes adjusted EBITDA* is useful to assess and understand normalized operating performance and trends. Adjusted EBITDA* should be considered in addition to, but not as a substitute for consolidated net income and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Adjusted EBITDA margin* – Adjusted EBITDA margin* is a non-GAAP measure which is calculated by dividing consolidated adjusted EBITDA* by consolidated revenues. Management believes adjusted EBITDA margin* is useful to assess and understand normalized operating performance and trends. Adjusted EBITDA margin* should be considered in addition to, but not as a substitute for consolidated net income margin and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Adjusted Free Cash Flow* – Adjusted Free Cash Flow* is a non-GAAP measure and represents cash flows provided by (used in) operating activities, less capital expenditures plus proceeds from the disposition of assets. Management believes adjusted free cash flow* is useful to understand our performance at generating cash and demonstrates our discipline around the use of cash. Adjusted free cash flow* should be considered in addition to, but not as a substitute for cash flows provided by operating activities and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Net Debt* – Net Debt* is a non-GAAP measure that is calculated taking short and long-term debt less cash and cash equivalents and restricted cash. Management believes the net debt* is useful to assess the level of debt in excess of cash and cash and equivalents as we monitor our ability to repay and service our debt. Net debt* should be considered in addition to, but not as a substitute for overall debt and total cash and should be viewed in addition to the Company’s results prepared in accordance with GAAP.​

    Net Leverage* – Net Leverage* is a non-GAAP measure which is calculated by dividing by taking net debt* divided by adjusted EBITDA* for the trailing 12 months. Management believes the net leverage* is useful to understand our ability to repay and service our debt. Net leverage* should be considered in addition to, but not as a substitute for the individual components of above defined net debt* divided by consolidated net income attributable to Weatherford and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    *Non-GAAP – as defined above and reconciled to the GAAP measures in the section titled GAAP to Non-GAAP Financial Measures Reconciled

    Weatherford International plc
    GAAP to Non-GAAP Financial Measures Reconciled (Unaudited)
     
                         
        Three Months Ended   Six Months Ended
    ($ in Millions, Except Margin in Percentages)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Revenues   $         1,204     $          1,193     $         1,405     $      2,397     $      2,763  
    Net Income Attributable to Weatherford   $            136     $                76     $            125     $         212     $         237  
    Net Income Margin     11.3 %     6.4 %     8.9 %     8.8 %     8.6 %
    Adjusted EBITDA*   $            254     $              253     $            365     $         507     $         701  
    Adjusted EBITDA Margin*     21.1 %     21.2 %     26.0 %     21.2 %     25.4 %
                         
    Net Income Attributable to Weatherford   $            136     $                76     $            125     $         212     $         237  
    Net Income Attributable to Noncontrolling Interests                       9                        10                       12                    19                    23  
    Income Tax Provision                     46                        10                       73                    56                 132  
    Interest Expense, Net of Interest Income of $14, $11,
    $17, $25 and $31    		                     21                        26                       24                    47                    53  
    Loss on Blue Chip Swap Securities                       1                        —                       10                      1                    10  
    Other Expense, Net                     24                        20                       20                    44                    42  
    Operating Income                  237                      142                    264                 379                 497  
    Depreciation and Amortization                     64                        62                       86                 126                 171  
    Other Charges (Credits)[1]                       3                        13                       (2 )                  16                    —  
    Gain on Sale of Business                   (70 )                      —                       —                  (70 )                  —  
    Restructuring Charges                     11                        29                         5                    40                      8  
    Share-Based Compensation                       9                          7                       12                    16                    25  
    Adjusted EBITDA*   $            254     $              253     $            365     $         507     $         701  
                         
    Net Cash Provided By Operating Activities   $            128     $              142     $            150     $         270     $         281  
    Capital Expenditures for Property, Plant and
    Equipment    		                   (54 )                    (77 )                   (62 )             (131 )             (121 )
    Proceeds from Disposition of Assets                       5                          1                         8                      6                    18  
    Adjusted Free Cash Flow*   $              79     $                66     $              96     $         145     $         178  
    [1] Other Charges (Credits) in the three and six months ended June 30, 2025 primarily includes fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico and other miscellaneous charges and credits.

    *Non-GAAP – as reconciled to the GAAP measures above and defined in the section titled Non-GAAP Financial Measures Defined

    Weatherford International plc
    GAAP to Non-GAAP Financial Measures Reconciled Continued (Unaudited)
     
                   
         
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		  
    Current Portion of Long-term Debt   $                   26   $                    22   $                   20  
    Long-term Debt                    1,565                    1,583                    1,628  
    Total Debt   $              1,591   $              1,605   $              1,648  
                   
    Cash and Cash Equivalents   $                 943   $                 873   $                 862  
    Restricted Cash                          60                          57                          58  
    Total Cash   $              1,003   $                 930   $                 920  
                   
    Components of Net Debt              
    Current Portion of Long-term Debt   $                   26   $                    22   $                   20  
    Long-term Debt                    1,565                    1,583                    1,628  
    Less: Cash and Cash Equivalents                       943                        873                       862  
    Less: Restricted Cash                          60                          57                          58  
    Net Debt*   $                 588   $                 675   $                 728  
                   
    Net Income for trailing 12 months   $                 481   $                 470   $                 500  
    Adjusted EBITDA* for trailing 12 months   $              1,188   $              1,299   $              1,327  
                   
    Net Leverage* (Net Debt*/Adjusted EBITDA*)                      0.49 x                     0.52 x                    0.55 x


    *Non-GAAP – as reconciled to the GAAP measures above and defined in the section titled Non-GAAP Financial Measures Defined

    The MIL Network –

  • MIL-OSI: First Bank Announces Second Quarter 2025 Net Income of $10.2 Million

    Source: GlobeNewswire (MIL-OSI)

    HAMILTON, N.J. , July 22, 2025 (GLOBE NEWSWIRE) — First Bank (Nasdaq Global Market: FRBA) (“the Bank”) today announced results for the second quarter of 2025. Net income for the second quarter of 2025 was $10.2 million, or $0.41 per diluted share, compared to $11.1 million, or $0.44 per diluted share, for the second quarter of 2024. Return on average assets, return on average equity and return on average tangible equityi for the second quarter of 2025 were 1.04%, 9.77% and 11.16%, respectively, compared to 1.23%, 11.52% and 13.40%, respectively, for the second quarter of 2024. 

    Second Quarter 2025 Performance Highlights:

    • Total loans of $3.33 billion at June 30, 2025 grew $91.2 million, or 11.3%, annualized, from the linked quarter ended March 31, 2025.
    • Total deposits were $3.17 billion at June 30, 2025, increasing $48.4 million, or 6.2% annualized, from the linked quarter ended March 31, 2025.
    • Net interest margin measured 3.65% for the second quarter of 2025, remaining stable compared to the first quarter of 2025.
    • Tangible book value per shareii grew to $14.87 at June 30, 2025, increasing 11.1%, annualized, from $14.47 at March 31, 2025.
    • Strong asset quality continued, with nonperforming assets decreasing to 0.40% of total assets at June 30, 2025, compared to 0.42% at March 31, 2025 and 0.56% at June 30, 2024. 

    “We are pleased to report growth in high-quality loans and deposits that continues to enhance our core earnings profile,” said Patrick L. Ryan, President and CEO of First Bank. “Our team’s robust performance in expanding commercial and industrial (“C&I”) loans and non-interest bearing deposits during the first half of 2025 demonstrates effective execution of our strategy to grow deep middle market commercial relationships. We have achieved substantial organic growth in our primary areas of focus while maintaining a stable net interest margin, solid asset quality, and an efficiency ratio that remained below 60% for the 24th consecutive quarter. These successes positioned First Bank to deliver an 11.1% annualized increase in tangible book value per share during the second quarter.”

    Mr. Ryan added, “We anticipate our pace of loan growth will likely moderate in the second half of 2025 as we continue to prioritize relationship-building and profitability over volume amid continued competition in the deposit market. With a focus on continuing to maximize our risk-adjusted returns on shareholders’ equity, we expect to realize additional benefits from the prudent management of our capital, such as the reduced debt costs afforded by our recent subordinated debt issuance, and by delivering enhanced returns to our shareholders through share buybacks. Furthermore, we remain committed to proactive investments designed to scale our business and achieve top quartile profitability relative to our peers.”

    Income Statement

    In the second quarter of 2025, the Bank’s net interest income increased to $34.0 million, growing $3.5 million, or 11.4%, compared to the same period in 2024. The increase was primarily driven by an increase of $3.6 million in interest income, reflecting higher average loan balances, which outpaced the $140,000 increase in interest expense. Net interest income increased $1.9 million, or 6.0%, over the linked quarter of 2025. This increase was primarily driven by a $3.4 million increase in interest income, primarily due to higher average loan balances and yields, partially offset by an increase of $1.5 million in interest expense, primarily resulting from higher average borrowings during the second quarter of 2025.

    The Bank’s tax equivalent net interest margin measured 3.65% for the second quarter of 2025, increasing by three basis points from 3.62% for the prior year quarter, and remaining stable as compared to the linked quarter ended March 31, 2025. The modest improvement from the prior year quarter was driven by an improved interest rate spread, reflecting declines in average rates on deposits and borrowings which outpaced the reduction in average rates on earning assets. The Bank’s net interest margin remained stable as compared to the linked quarter primarily due to a slight increase in average rates on loans and a slight decrease in average rate on deposits, offset by the increased cost on subordinated debt. The Bank’s tax equivalent net interest margin includes the impact of amortization and accretion of premiums and discounts from fair value measurements of assets acquired and liabilities assumed in acquisitions. The net impact of amortization of premiums and accretion of discounts from fair value measurements of assets acquired and liabilities assumed in acquisitions was a $2.7 million increase in net interest income during the second quarter of 2025, compared to $2.8 million for the quarter ended March 31, 2025.

    The Bank recorded a credit loss expense totaling $2.6 million during the second quarter of 2025, compared to credit loss expense totaling $1.5 million for the first quarter of 2025 and $63,000 for the second quarter of 2024. The increased credit loss expense for the second quarter of 2025 is primarily due to the Bank’s loan growth during the quarter, and to a lesser extent, slight increases in net charge-offs and specific reserves. The Bank’s credit loss expense for the second quarter of 2024 reflected the Bank’s strong and stable asset quality and modest loan growth during the quarter.

    In the second quarter of 2025, the Bank recorded non-interest income totaling $2.7 million, compared to $689,000 during the same period in 2024 and $2.0 million during the first quarter of 2025. Non-interest income increased from both periods primarily due to higher loan fee income and a $397,000 gain on the sale of a corporate facility acquired through Malvern acquisition. Additionally, during the second quarter of 2024, the Bank recorded approximately $900,000 in net realized losses on the sale of certain loans as part of its balance sheet repositioning initiatives taken following its acquisition of Malvern Bank in 2023.

    Non-interest expense for the second quarter of 2025 was $20.9 million, an increase of $2.9 million, or 16.2%, compared to $18.0 million for the prior year quarter. Higher non-interest expense was largely due to an increase of $1.1 million in salaries and employee benefits related to a larger employee base and $863,000 in one-time executive severance payments, a $429,000 increase in other expense primarily due to a settlement loss of $220,000 relating to a letter of credit commitment acquired through the Malvern Bank acquisition and other miscellaneous increases related to the Bank’s significant growth over the last twelve months, and $268,000 in higher occupancy and equipment costs due to ongoing branch network optimization initiatives and new branch locations added over the past year.

    On a linked quarter basis, non-interest expense increased $483,000 from $20.4 million for the first quarter of 2025. The linked quarter growth primarily reflects increases of $841,000 in salaries and employee benefits costs primarily related to the aforementioned executive severance payments and settlement loss during the second quarter. This was partially offset by a decrease in other real estate owned (“OREO”) expense due to an $815,000 impairment of an OREO asset recorded during the linked quarter and the subsequent $34,000 gain on the sale of that property during second quarter 2025.

    Income tax expense for the three months ended June 30, 2025 was $3.0 million with an effective tax rate of 22.9%, compared to $2.1 million with an effective tax rate of 16.2% for the second quarter of 2024. The effective tax rate for the second quarter of 2024 was lower due to the recognition of a $1.1 million tax benefit associated with the enactment of the New Jersey Corporate Transit Fee during that period and the related revaluation of the Bank’s deferred tax assets. Income tax expense for the six months ended June 30, 2025 was $5.8 million with an effective tax rate of 22.8%. We anticipate our future effective tax rate will be relatively stable and should not be significantly impacted by any recent legislative tax changes.

    On July 4, 2025, subsequent to the end of the Company’s second fiscal quarter, the one big beautiful bill (“OBBB”) was enacted into law. The legislation includes a number of significant tax-related provisions, including changes affecting corporate tax incentives, international tax provisions, and various business credits and deductions. Pursuant to ASC 740, Income Taxes, the Company will recognize the effects of the OBBB in the third fiscal quarter of 2025, the period in which the legislation was enacted. The Company is currently evaluating the potential impact of the OBBB on its financial statements and, based on its preliminary assessment, does not expect the legislation to have a material impact.

    Balance Sheet

    The Bank reported total assets of $4.02 billion as of June 30, 2025, an increase of $403.6 million, or 11.2%, from $3.62 billion at June 30, 2024. Total loans increased $329.3 million, or 11.0%, to $3.33 billion at June 30, 2025 compared to $3.00 billion at June 30, 2024. The increase reflects strong organic loan growth, particularly in the C&I and owner-occupied commercial real estate portfolios. 

    Total assets increased $239.0 million, or 6.3%, from December 31, 2024 to June 30, 2025. Total loans as of June 30, 2025 increased $183.0 million, or 5.8%, from $3.14 billion at December 31, 2024, reflecting strong organic loan growth, particularly in the C&I and owner-occupied commercial real estate portfolios. The Bank’s cash and cash equivalents increased by $73.0 million, or 26.8%, compared to December 31, 2024, as management continued to maintain adequate on-balance sheet liquidity. 

    The Bank reported total deposits of $3.17 billion as of June 30, 2025, an increase of $200.6 million, or 6.8%, from $2.97 billion at June 30, 2024. Deposit growth was primarily due to our team’s success in attracting new deposit relationships while also maintaining existing balances amid heightened industry-wide pricing competition. Total deposits as of June 30, 2025 increased by $112.3 million, or 3.7%, from $3.06 billion at December 31, 2024, due to a combination of in-market commercial and consumer balances, offset somewhat by a decline in government related deposit balances. Compared to December 31, 2024, non-interest bearing demand deposits increased by $70.9 million to comprise 18.6% of total deposits, up from 17.0%. Over the same period, interest-bearing demand deposits decreased by $75.2 million to comprise 17.5% of total deposits at June 30, 2025, down from 20.6% at December 31, 2024. Time deposits expanded by $73.4 million, or 10.3%, during the first half of 2025.

    During the six months ended June 30, 2025, stockholders’ equity increased by $13.2 million, or 3.2%, primarily due to net income, partially offset by dividends and share repurchases.

    As of June 30, 2025, the Bank continued to exceed all regulatory capital requirements to be considered well-capitalized. The tangible stockholders’ equity to tangible assets ratioiii measured 9.34% as of June 30, 2025 compared to 9.56% at December 31, 2024. The decline from December 31, 2024, was primarily due to the asset growth during the period.

    Asset Quality

    First Bank’s asset quality metrics remained favorable during the second quarter of 2025. Total nonperforming assets declined from $17.3 million at December 31, 2024 to $16.0 million at June 30, 2025, primarily due to the sale of the Bank’s OREO asset during the second quarter of 2025, partially offset by the addition of nonperforming loans. Total nonperforming loans increased from $11.7 million at December 31, 2024 to $16.0 million at June 30, 2025.

    The Bank recorded net charge-offs of $796,000 during the second quarter of 2025, compared to net recoveries of $15,000 in the first quarter of 2025 and net charge-offs of $175,000 in the second quarter of 2024. The allowance for credit losses on loans as a percentage of total loans measured 1.23% at June 30, 2025, compared to 1.21% at both March 31, 2025 and June 30, 2024.

    Liquidity and Borrowings

    Management believes the Bank’s current liquidity position, coupled with our various contingent funding sources, provides the Bank with a strong liquidity base and a diverse source of funding options. The Bank’s cash and cash equivalents increased by $56.8 million, or 19.7%, compared to March 31, 2025, ensuring adequate on-balance sheet liquidity. Borrowings increased by $44.9 million compared to March 31, 2025, as the Bank utilized Federal Home Loan Bank (“FHLB”) advances to support loan growth, while continuing to maintain adequate available borrowing capacity at the FHLB.

    Subordinated Debt Issuance

    On June 18, 2025, the Bank announced the closing of a $35.0 million private placement of fixed-to-floating rate subordinated notes with a maturity date of June 30, 2035 and a fixed rate of interest of 7.125% per annum for the first five years. Thereafter, the notes will pay interest at a floating rate, reset quarterly, equal to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 343 basis points. The notes may be redeemed at the option of the Bank, without penalty, on or after June 30, 2030. The Bank intends to use the proceeds of this issuance to redeem the Bank’s $30.0 million fixed-to-floating rate subordinated notes due June 1, 2030 (the “2020 notes”) on September 1, 2025, as well as for general corporate purposes. Previously, the 2020 notes carried a fixed rate of 5.50% per annum. On June 1, 2025, the 2020 notes began repricing quarterly at a rate equal to the current three-month term SOFR rate plus 538 basis points. The 2020 notes repriced to a rate of 9.704% per annum on June 1, 2025. The notes have been structured to qualify as Tier 2 capital for regulatory purposes.

    Cash Dividend Declared

    On July 15, 2025, the Bank’s Board of Directors declared a quarterly cash dividend of $0.06 per share to common stockholders of record at the close of business on August 8, 2025, payable on August 22, 2025.

    Share Repurchase Program

    During the second quarter of 2025 the Bank repurchased 193,185 shares of common stock at an average price of $14.71 per share, under the share repurchase program authorized in October 2024. Through June 30, 2025, 543,185 shares have been repurchased from the current share repurchase plan with a total cost of $8.0 million or $14.81 per share on average. The share repurchase program provides for the repurchase of up to 1.0 million shares of First Bank common stock with an aggregate repurchase amount of up to $16.0 million. The share repurchase program will expire on September 30, 2025.

    Conference Call and Earnings Release Supplement

    Additional details on the quarterly results and the Bank are included in the attached earnings release supplement. http://ml.globenewswire.com/Resource/Download/5917a538-bdcd-4a25-b364-99fd7d36addb

    First Bank will host its earnings call on Wednesday, July 23, 2025 at 9:00 AM Eastern Time. The direct dial toll free number for the live call is 1-800-715-9871 and the access code is 3909613. For those unable to participate in the call, a replay will be available by dialing 1-800-770-2030 (access code 3909613) from one hour after the end of the conference call until October 21, 2025. Replay information will also be available on First Bank’s website at www.firstbanknj.com under the “About Us” tab. Click on “Investor Relations” to access the replay of the conference call.

    About First Bank

    First Bank is a New Jersey state-chartered bank with 27 full-service branches in Cinnaminson, Delanco, Denville, Ewing, Fairfield, Flemington, Hamilton, Lawrence, Monroe, Morristown, Pennington, Randolph, Somerset, Summit, Trenton and Williamstown, New Jersey; Coventry, Devon, Doylestown, Lionville, Malvern, Media, Paoli, Trevose, Warminster and West Chester, Pennsylvania; and Palm Beach, Florida. With $4.02 billion in assets as of June 30, 2025, First Bank offers a full range of deposit and loan products to individuals and businesses throughout the New York City to Philadelphia corridor. First Bank’s common stock is listed on the Nasdaq Global Market under the symbol “FRBA.”

    Forward Looking Statements

    This press release contains certain forward-looking statements, either express or implied, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information regarding First Bank’s future financial performance, business and growth strategy, projected plans and objectives, and related transactions, integration of acquired businesses, ability to recognize anticipated operational efficiencies, and other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Such forward-looking statements are based on various facts and derived utilizing important assumptions, current expectations, estimates and projections about First Bank, any of which may change over time and some of which may be beyond First Bank’s control. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. Further, certain factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to: whether First Bank can: successfully implement its growth strategy, including identifying acquisition targets and consummating suitable acquisitions, integrate acquired entities and realize anticipated efficiencies, sustain its internal growth rate, and provide competitive products and services that appeal to its customers and target markets; difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the market areas in which First Bank operates and in which its loans are concentrated, including the effects of declines in housing market values; the impact of public health emergencies, on First Bank, its operations and its customers and employees; an increase in unemployment levels and slowdowns in economic growth; First Bank’s level of nonperforming assets and the costs associated with resolving any problem loans including litigation and other costs; changes in market interest rates may increase funding costs and reduce earning asset yields thus reducing margin; the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of First Bank’s investment securities portfolio; the extensive federal and state regulation, supervision and examination governing almost every aspect of First Bank’s operations, including changes in regulations affecting financial institutions and expenses associated with complying with such regulations; uncertainties in tax estimates and valuations, including due to changes in state and federal tax law; First Bank’s ability to comply with applicable capital and liquidity requirements, including First Bank’s ability to generate liquidity internally or raise capital on favorable terms, including continued access to the debt and equity capital markets; and possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Forward-Looking Statements” and “Risk Factors” in First Bank’s Annual Report on Form 10-K and any updates to those risk factors set forth in First Bank’s proxy statement, subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. If one or more events related to these or other risks or uncertainties materialize, or if First Bank’s underlying assumptions prove to be incorrect, actual results may differ materially from what First Bank anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and First Bank does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All forward-looking statements expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that First Bank or persons acting on First Bank’s behalf may issue.                                                                                                                                                  

    This press release contains “non-GAAP” financial measures, which management uses in its analysis of First Bank’s performance. Management believes these non-GAAP financial measures allow for better comparability of period to period operating performance. Additionally, First Bank believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. A reconciliation of the non-GAAP measures used in this presentation to the most directly comparable GAAP measures is provided in the accompanying financial tables.

    i Return on average tangible equity is a non-GAAP financial measure and is calculated by dividing net income by average tangible equity (average equity minus average goodwill and other intangible assets). For a reconciliation of this non-GAAP financial measure, along with the other non-GAAP financial measures in this press release, to their comparable GAAP measures, see the financial reconciliations at the end of this press release.

    ii Tangible book value per share is a non-GAAP financial measure and is calculated by dividing common shares outstanding by tangible equity (equity minus goodwill and other intangible assets).  For a reconciliation of this non-GAAP financial measure, along with the other non-GAAP financial measures in this press release, to their comparable GAAP measures, see the financial reconciliations at the end of this press release.

    iii Tangible stockholders’ equity to tangible assets ratio is a non-GAAP financial measure and is calculated by dividing tangible equity (equity minus goodwill and other intangible assets) by tangible assets (total assets minus goodwill and other intangible assets). For a reconciliation of this non-GAAP financial measure, along with the other non-GAAP financial measures in this press release, to their comparable GAAP measures, see the financial reconciliations at the end of this press release.

    FIRST BANK
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    (in thousands, except for share data, unaudited)
     
        June 30, 2025   December 31, 2024
    Assets            
    Cash and due from banks   $ 35,860     $ 18,252  
    Restricted cash     9,900       14,270  
    Interest bearing deposits with banks     299,131       239,392  
    Cash and cash equivalents     344,891       271,914  
    Interest bearing time deposits with banks     747       743  
    Investment securities available for sale, at fair value (amortized cost of $86,666 and $84,083, respectively)     81,891       77,413  
    Equity securities, at fair value     1,904       1,870  
    Investment securities held to maturity, net of allowance for credit losses of $203 and $206, respectively (fair value of $41,941 and $42,770, respectively)     45,749       47,123  
    Restricted investment in bank stocks     18,009       14,333  
    Other investments     13,556       11,612  
    Loans held for sale     2,127       –  
    Loans, net of deferred fees and costs     3,327,288       3,144,266  
    Less: Allowance for credit losses     (40,877)       (37,773)  
    Net loans     3,286,411       3,106,493  
    Premises and equipment, net     17,987       21,351  
    Other real estate owned, net     –       5,637  
    Accrued interest receivable     14,505       14,267  
    Bank-owned life insurance     86,980       85,553  
    Goodwill     44,166       44,166  
    Other intangible assets, net     7,860       8,827  
    Deferred income taxes, net     25,032       25,528  
    Other assets     27,520       43,516  
    Total assets   $ 4,019,335     $ 3,780,346  
                 
    Liabilities and Stockholders’ Equity            
    Liabilities:            
    Non-interest bearing deposits   $ 590,209     $ 519,320  
    Interest bearing deposits     2,578,004       2,536,576  
    Total deposits     3,168,213       3,055,896  
    Borrowings     326,802       246,933  
    Subordinated debentures     64,343       29,954  
    Accrued interest payable     4,443       3,820  
    Other liabilities     33,155       34,587  
    Total liabilities     3,596,956       3,371,190  
    Stockholders’ Equity:            
    Preferred stock, par value $2 per share; 10,000,000 shares authorized; no shares issued and outstanding     –       –  
    Common stock, par value $5 per share; 40,000,000 shares authorized; 27,630,039 shares issued and 24,905,790 shares outstanding and 27,375,439 shares issued and 25,100,829 shares outstanding, respectively     136,640       135,495  
    Additional paid-in capital     125,290       124,524  
    Retained earnings     193,395       176,779  
    Accumulated other comprehensive loss     (3,525)       (4,925)  
    Treasury stock, 2,724,249 and 2,274,610 shares, respectively     (29,421)       (22,717)  
    Total stockholders’ equity     422,379       409,156  
    Total liabilities and stockholders’ equity   $ 4,019,335     $ 3,780,346  
                     
    FIRST BANK
    CONSOLIDATED STATEMENTS OF INCOME
    (in thousands, except for share data, unaudited)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025     2024     2025     2024  
    Interest and Dividend Income                            
    Investment securities—taxable   $ 1,246     $ 1,278     $ 2,434     $ 2,460  
    Investment securities—tax-exempt     41       36       92       74  
    Interest bearing deposits with banks, Federal funds sold and other     3,487       3,482       6,484       6,507  
    Loans, including fees     54,394       50,763       105,946       100,082  
    Total interest and dividend income     59,168       55,559       114,956       109,123  
                                 
    Interest Expense                            
    Deposits     21,276       22,386       42,120       43,172  
    Borrowings     3,256       2,193       5,668       4,309  
    Subordinated debentures     627       440       1,067       784  
    Total interest expense     25,159       25,019       48,855       48,265  
    Net interest income     34,009       30,540       66,101       60,858  
    Credit loss expense (benefit)     2,558       63       4,102       (635)  
    Net interest income after credit loss expense (benefit)     31,451       30,477       61,999       61,493  
                                 
    Non-Interest Income                            
    Service fees on deposit accounts     382       350       738       694  
    Loan fees     568       117       894       219  
    Income from bank-owned life insurance     723       609       1,516       1,394  
    Gains on sale of loans, net     75       (900)       104       (671)  
    Gains on recovery of acquired loans     100       56       124       174  
    Gain on sale of other assets     397       –       397       –  
    Other non-interest income     457       457       900       843  
    Total non-interest income     2,702       689       4,673       2,653  
                                 
    Non-Interest Expense                            
    Salaries and employee benefits     11,959       9,968       23,077       20,006  
    Occupancy and equipment     2,350       2,082       4,814       4,108  
    Legal fees     279       240       647       556  
    Other professional fees     924       929       1,650       1,685  
    Regulatory fees     684       640       1,368       1,242  
    Directors’ fees     260       270       542       512  
    Data processing     893       749       1,698       1,555  
    Marketing and advertising     503       377       902       673  
    Travel and entertainment     251       285       487       529  
    Insurance     233       251       447       495  
    Other real estate owned expense, net     69       129       989       217  
    Other expense     2,462       2,033       4,630       4,185  
    Total non-interest expense     20,867       17,953       41,251       35,763  
    Income Before Income Taxes     13,286       13,213       25,421       28,383  
    Income tax expense     3,047       2,140       5,801       4,798  
    Net Income   $ 10,239     $ 11,073     $ 19,620     $ 23,585  
                                 
    Basic earnings per common share   $ 0.41     $ 0.44     $ 0.78     $ 0.94  
    Diluted earnings per common share   $ 0.41     $ 0.44     $ 0.77     $ 0.93  
                                 
    Basic weighted average common shares outstanding     25,029,164       25,129,199       25,073,368       25,084,558  
    Diluted weighted average common shares outstanding     25,234,120       25,258,785       25,335,743       25,228,888  
    FIRST BANK
    AVERAGE BALANCE SHEETS WITH INTEREST AND AVERAGE RATES
    (dollars in thousands, unaudited)
     
        Three Months Ended June 30,
        2025     2024  
        Average         Average   Average         Average
        Balance   Interest   Rate (5)   Balance   Interest   Rate (5)
    Interest earning assets                                    
    Investment securities (1) (2)   $ 135,094     $ 1,295       3.84 %   $ 146,289     $ 1,321       3.63 %
    Loans (3)     3,296,031       54,394       6.62 %     2,997,892       50,763       6.81 %
    Interest bearing deposits with banks,                                    
    Federal funds sold and other     276,488       3,079       4.47 %     224,503       3,101       5.56 %
    Restricted investment in bank stocks     17,960       276       6.16 %     11,178       243       8.74 %
    Other investments     15,402       132       3.44 %     12,136       138       4.57 %
    Total interest earning assets (2)     3,740,975       59,176       6.34 %     3,391,998       55,566       6.59 %
    Allowance for credit losses     (39,507)                   (36,784)              
    Non-interest earning assets     251,475                   263,698              
    Total assets   $ 3,952,943                 $ 3,618,912              
                                         
    Interest bearing liabilities                                    
    Interest bearing demand deposits   $ 606,838     $ 3,701       2.45 %   $ 591,222     $ 3,813       2.59 %
    Money market deposits     1,064,363       8,917       3.36 %     1,061,593       10,559       4.00 %
    Savings deposits     140,301       694       1.98 %     158,158       619       1.57 %
    Time deposits     781,299       7,964       4.09 %     678,197       7,395       4.39 %
    Total interest bearing deposits     2,592,801       21,276       3.29 %     2,489,170       22,386       3.62 %
    Borrowings     319,494       3,256       4.09 %     171,533       2,193       5.14 %
    Subordinated debentures     34,966       627       7.17 %     29,880       440       5.89 %
    Total interest bearing liabilities     2,947,261       25,159       3.42 %     2,690,583       25,019       3.74 %
    Non-interest bearing deposits     548,279                   497,205              
    Other liabilities     36,960                   44,480              
    Stockholders’ equity     420,443                   386,644              
    Total liabilities and stockholders’ equity   $ 3,952,943                 $ 3,618,912              
    Net interest income/interest rate spread (2)           34,017       2.92 %           30,547       2.85 %
    Net interest margin (2) (4)                 3.65 %                 3.62 %
    Tax equivalent adjustment (2)           (8)                   (7)        
    Net interest income         $ 34,009                 $ 30,540        
    (1) Average balance of investment securities available for sale is based on amortized cost.
    (2) Interest and average rates are presented on a tax equivalent basis using a federal income tax rate of 21%.
    (3) Average balances of loans include loans on nonaccrual status.
    (4) Net interest income divided by average total interest earning assets.
    (5) Annualized.
    FIRST BANK
    AVERAGE BALANCE SHEETS WITH INTEREST AND AVERAGE RATES
    (dollars in thousands, unaudited)
     
        Six Months Ended June 30,
        2025     2024  
        Average         Average   Average         Average
        Balance   Interest   Rate (5)   Balance   Interest   Rate (5)
    Interest earning assets                                    
    Investment securities(1) (2)   $ 134,686     $ 2,545       3.81 %   $ 146,719     $ 2,549       3.49 %
    Loans(3)     3,233,747       105,946       6.61 %     2,988,707       100,082       6.73 %
    Interest bearing deposits with banks,                                    
    Federal funds sold and other     255,378       5,654       4.46 %     213,831       5,811       5.46 %
    Restricted investment in bank stocks     16,059       576       7.23 %     10,800       442       8.23 %
    Other investments     14,731       254       3.48 %     12,003       254       4.26 %
    Total interest earning assets(2)     3,654,601       114,975       6.34 %     3,372,060       109,138       6.51 %
    Allowance for credit losses     (38,847)                   (37,196)              
    Non-interest earning assets     256,261                   262,465              
    Total assets   $ 3,872,015                 $ 3,597,329              
                                     
    Interest bearing liabilities                                    
    Interest bearing demand deposits   $ 625,682     $ 7,728       2.49 %   $ 605,081     $ 7,479       2.49 %
    Money market deposits     1,054,742       17,548       3.36 %     1,038,250       20,348       3.94 %
    Savings deposits     141,395       1,344       1.92 %     160,135       1,193       1.50 %
    Time deposits     749,765       15,500       4.17 %     674,872       14,152       4.22 %
    Total interest bearing deposits     2,571,584       42,120       3.30 %     2,478,338       43,172       3.50 %
    Borrowings     277,245       5,668       4.12 %     169,337       4,309       5.12 %
    Subordinated debentures     32,478       1,067       6.57 %     36,175       784       4.33 %
    Total interest bearing liabilities     2,881,307       48,855       3.42 %     2,683,850       48,265       3.62 %
    Non-interest bearing deposits     534,877                   489,353              
    Other liabilities     38,755                   42,534              
    Stockholders’ equity     417,076                   381,592              
    Total liabilities and stockholders’ equity   $ 3,872,015                 $ 3,597,329              
    Net interest income/interest rate spread(2)           66,120       2.92 %           60,873       2.89 %
    Net interest margin(2) (4)                 3.65 %                 3.63 %
    Tax equivalent adjustment(2)           (19)                   (15)        
    Net interest income         $ 66,101                 $ 60,858        

    (1) Average balance of investment securities available for sale is based on amortized cost.
    (2) Interest and average rates are presented on a tax equivalent basis using a federal income tax rate of 21%.
    (3) Average balances of loans include loans on nonaccrual status.
    (4) Net interest income divided by average total interest earning assets.
    (5) Annualized.

    FIRST BANK
    QUARTERLY FINANCIAL HIGHLIGHTS
    (in thousands, except for share and employee data, unaudited)
     
        As of or For the Quarter Ended
        6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    EARNINGS                              
    Net interest income   $ 34,009     $ 32,092     $ 31,594     $ 30,094     $ 30,540  
    Credit loss expense     2,558       1,544       234       1,579       63  
    Non-interest income     2,702       1,971       2,176       2,479       689  
    Non-interest expense     20,867       20,384       19,124       18,644       17,953  
    Income tax expense     3,047       2,754       3,915       4,188       2,140  
    Net income     10,239       9,381       10,497       8,162       11,073  
                                   
    PERFORMANCE RATIOS                              
    Return on average assets(1)     1.04%       1.00%       1.10%       0.88%       1.23%  
    Return on average equity(1)     9.77%       9.20%       10.27%       8.15%       11.52%  
    Return on average tangible equity(1) (2)     11.16%       10.54%       11.82%       9.42%       13.40%  
    Net interest margin(1) (3)     3.65%       3.65%       3.54%       3.48%       3.62%  
    Yield on loans(1)     6.62%       6.59%       6.62%       6.73%       6.81%  
    Total cost of deposits(1)     2.72%       2.75%       2.89%       3.06%       3.01%  
    Efficiency ratio(2)     56.24%       57.65%       56.98%       58.49%       55.88%  
                                   
    SHARE DATA                              
    Common shares outstanding     24,905,790       25,045,612       25,100,829       25,186,920       25,144,983  
    Basic earnings per share   $ 0.41     $ 0.37     $ 0.42     $ 0.32     $ 0.44  
    Diluted earnings per share     0.41       0.37       0.41       0.32       0.44  
    Book value per share     16.96       16.57       16.30       15.96       15.61  
    Tangible book value per share(2)     14.87       14.47       14.19       13.84       13.46  
                                   
    MARKET DATA                              
    Market value per share   $ 15.47     $ 14.81     $ 14.07     $ 15.20     $ 12.74  
    Market value / Tangible book value(2)     104.03%       102.35%       99.16%       109.83%       94.65%  
    Market capitalization   $ 385,293     $ 370,926     $ 353,169     $ 382,841     $ 320,347  
                                   
    CAPITAL & LIQUIDITY                              
    Stockholders’ equity / assets     10.51%       10.69%       10.82%       10.70%       10.86%  
    Tangible stockholders’ equity / tangible assets(2)     9.34%       9.47%       9.56%       9.41%       9.50%  
    Loans / deposits     105.02%       103.73%       102.89%       101.23%       101.02%  
                                   
    ASSET QUALITY                              
    Net charge-offs (recoveries)   $ 796     $ (15)     $ (155)     $ 386     $ 175  
    Nonperforming loans     15,978       11,584       11,677       12,014       14,227  
    Nonperforming assets     15,978       16,406       17,314       17,651       20,226  
    Net charge offs (recoveries)/ average loans(1)     0.10%       (0.00%)       (0.02%)       0.05%       0.02%  
    Nonperforming loans / total loans     0.48%       0.36%       0.37%       0.39%       0.47%  
    Nonperforming assets / total assets     0.40%       0.42%       0.46%       0.47%       0.56%  
    Allowance for credit losses on loans / total loans     1.23%       1.21%       1.20%       1.21%       1.21%  
    Allowance for credit losses on loans / nonperforming loans     255.83%       338.60%       323.48%       311.59%       254.81%  
                                   
    OTHER DATA                              
    Total assets   $ 4,019,335     $ 3,880,759     $ 3,780,346     $ 3,757,653     $ 3,615,731  
    Total loans     3,327,288       3,236,039       3,144,266       3,087,488       2,998,029  
    Total deposits     3,168,213       3,119,794       3,055,896       3,050,070       2,967,634  
    Total stockholders’ equity     422,379       414,915       409,156       402,070       392,489  
    Number of full-time equivalent employees     335       315       318       313       294  

    (1) Annualized.
    (2) Non-U.S. GAAP financial measure that we believe provides management and investors with information that is useful in understanding our financial performance and condition. See accompanying table, “Non-U.S. GAAP Financial Measures,” for calculation and reconciliation.
    (3) Tax equivalent using a federal income tax rate of 21%.

    FIRST BANK
    QUARTERLY FINANCIAL HIGHLIGHTS
    (dollars in thousands, unaudited)
     
        As of the Quarter Ended
        6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    LOAN COMPOSITION                              
    Commercial and industrial   $ 706,849     $ 651,690     $ 576,625     $ 546,541     $ 530,996  
    Commercial real estate:                              
    Owner-occupied     707,766       694,113       671,357       688,988       647,625  
    Investor     1,192,716       1,160,549       1,181,684       1,170,508       1,143,954  
    Construction and development     161,361       200,262       205,096       193,460       190,108  
    Multi-family     309,189       308,217       287,843       267,861       270,238  
    Total commercial real estate     2,371,032       2,363,141       2,345,980       2,320,817       2,251,925  
    Residential real estate:                              
    Residential mortgage and first lien home equity loans     160,935       142,298       142,769       144,081       144,978  
    Home equity–second lien loans and revolving lines of credit     62,738       52,438       51,020       49,763       46,882  
    Total residential real estate     223,673       194,736       193,789       193,844       191,860  
    Consumer and other     29,248       29,760       31,324       29,518       26,321  
    Total loans prior to deferred loan fees and costs     3,330,802       3,239,327       3,147,718       3,090,720       3,001,102  
    Net deferred loan fees and costs     (3,514)       (3,288)       (3,452)       (3,232)       (3,073)  
    Total loans   $ 3,327,288     $ 3,236,039     $ 3,144,266     $ 3,087,488     $ 2,998,029  
                                   
    LOAN MIX                              
    Commercial and industrial     21.2%       20.1%       18.3%       17.7%       17.7%  
    Commercial real estate:                              
    Owner-occupied     21.3%       21.5%       21.4%       22.3%       22.3%  
    Investor     35.8%       35.9%       37.6%       37.9%       37.9%  
    Construction and development     4.8%       6.2%       6.5%       6.3%       6.3%  
    Multi-family     9.3%       9.5%       9.1%       8.7%       8.7%  
    Total commercial real estate     71.3%       73.1%       74.6%       75.2%       75.2%  
    Residential real estate:                              
    Residential mortgage and first lien home equity loans     4.8%       4.4%       4.6%       4.7%       4.7%  
    Home equity–second lien loans and revolving lines of credit     1.9%       1.6%       1.6%       1.6%       1.6%  
    Total residential real estate     6.7%       6.0%       6.2%       6.3%       6.3%  
    Consumer and other     0.9%       0.9%       1.0%       0.9%       0.9%  
    Net deferred loan fees and costs     (0.1%)       (0.1%)       (0.1%)       (0.1%)       (0.1%)  
    Total loans     100.0%       100.0%       100.0%       100.0%       100.0%  
                                             
    FIRST BANK
    QUARTERLY FINANCIAL HIGHLIGHTS
    (dollars in thousands, unaudited)
     
        As of the Quarter Ended
        6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    DEPOSIT COMPOSITION                              
    Non-interest bearing demand deposits   $ 590,209     $ 535,584     $ 519,320     $ 519,079     $ 499,765  
    Interest bearing demand deposits     553,909       629,974       629,099       597,802       574,515  
    Money market and savings deposits     1,241,277       1,197,517       1,198,039       1,235,637       1,199,382  
    Time deposits     782,818       756,719       709,438       697,552       693,972  
    Total Deposits   $ 3,168,213     $ 3,119,794     $ 3,055,896     $ 3,050,070     $ 2,967,634  
                                   
    DEPOSIT MIX                              
    Non-interest bearing demand deposits     18.6%       17.2%       17.0%       17.0%       16.8%  
    Interest bearing demand deposits     17.5%       20.2%       20.6%       19.6%       19.4%  
    Money market and savings deposits     39.2%       38.4%       39.2%       40.5%       40.4%  
    Time deposits     24.7%       24.2%       23.2%       22.9%       23.4%  
    Total Deposits     100.0%       100.0%       100.0%       100.0%       100.0%  
                                             
    FIRST BANK
    NON-GAAP FINANCIAL MEASURES
    (in thousands, except for share data, unaudited)
     
        As of or For the Quarter Ended
        6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    Return on Average Tangible Equity                              
    Net income (numerator)   $ 10,239     $ 9,381     $ 10,497     $ 8,162     $ 11,073  
                                   
    Average stockholders’ equity   $ 420,443     $ 413,672     $ 406,579     $ 398,535     $ 386,644  
    Less: Average Goodwill and other intangible assets, net     52,301       52,805       53,278       53,823       54,347  
    Average Tangible stockholders’ equity (denominator)   $ 368,142     $ 360,867     $ 353,301     $ 344,712     $ 332,297  
                                   
    Return on average tangible equity(1)     11.16%       10.54%       11.82%       9.42%       13.40%  
                                   
    Tangible Book Value Per Share                              
    Stockholders’ equity   $ 422,379     $ 414,915     $ 409,156     $ 402,070     $ 392,489  
    Less: Goodwill and other intangible assets, net     52,026       52,507       52,993       53,484       54,026  
    Tangible stockholders’ equity (numerator)   $ 370,353     $ 362,408     $ 356,163     $ 348,586     $ 338,463  
                                   
    Common shares outstanding (denominator)     24,905,790       25,045,612       25,100,829       25,186,920       25,144,983  
                                   
    Tangible book value per share   $ 14.87     $ 14.47     $ 14.19     $ 13.84     $ 13.46  
                                   
    Tangible Equity / Tangible Assets                              
    Stockholders’ equity   $ 422,379     $ 414,915     $ 409,156     $ 402,070     $ 392,489  
    Less: Goodwill and other intangible assets, net     52,026       52,507       52,993       53,484       54,026  
    Tangible stockholders’ equity (numerator)   $ 370,353     $ 362,408     $ 356,163     $ 348,586     $ 338,463  
                                   
    Total assets   $ 4,019,335     $ 3,880,759     $ 3,780,346     $ 3,757,653     $ 3,615,731  
    Less: Goodwill and other intangible assets, net     52,026       52,507       52,993       53,484       54,026  
    Tangible total assets (denominator)   $ 3,967,309     $ 3,828,252     $ 3,727,353     $ 3,704,169     $ 3,561,705  
                                   
    Tangible stockholders’ equity / tangible assets     9.34%       9.47%       9.56%       9.41%       9.50%  
                                   
    Efficiency Ratio                              
    Non-interest expense   $ 20,867     $ 20,384     $ 19,124     $ 18,644     $ 17,953  
    Less: Other real estate owned write-down     –       815       –       362       –  
    Adjusted non-interest expense (numerator)   $ 20,867     $ 19,569     $ 19,124     $ 18,282     $ 17,953  
                                   
    Net interest income   $ 34,009     $ 32,092     $ 31,594     $ 30,094     $ 30,540  
    Non-interest income     2,702       1,971       2,176       2,479       689  
    Total revenue     36,711       34,063       33,770       32,573       31,229  
    Add: Losses on sale of investment securities, net     –       –       –       555       –  
    (Subtract) Add: (Gains) losses on sale of loans, net     (75)       (29)       (38)       (135)       900  
    (Subtract): Gain on sale of other assets     (397)       –       –       –       –  
    Less: Bank Owned Life Insurance Incentive     –       (88)       (168)       (1,116)       –  
    Add: Executive Officer Severance Benefits     863       –       –       –       –  
    Adjusted total revenue (denominator)   $ 37,102     $ 33,946     $ 33,564     $ 31,877     $ 32,129  
                                   
    Efficiency ratio     56.24%       57.65%       56.98%       57.35%       55.88%  
                                   

    (1) Annualized.

    The MIL Network –

  • MIL-OSI: National Bank Holdings Corporation Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    DENVER, July 22, 2025 (GLOBE NEWSWIRE) — National Bank Holdings Corporation (the “Company”) reported:

                                 
      For the quarter(1)   For the six months ended(1)
      2Q25   1Q25   2Q24   2025   2024
    Net income ($000’s) $ 34,022     $ 24,231     $ 26,135     $ 58,253     $ 57,526  
    Earnings per share – diluted $ 0.88     $ 0.63     $ 0.68     $ 1.51     $ 1.50  
    Return on average assets   1.38 %     0.99 %     1.06 %     1.19 %     1.17 %
    Return on average tangible assets(2)   1.49 %     1.09 %     1.17 %     1.29 %     1.28 %
    Return on average equity   10.15 %     7.42 %     8.46 %     8.80 %     9.37 %
    Return on average tangible common equity(2)   14.18 %     10.64 %     12.44 %     12.44 %     13.77 %

                                                          

    (1 )   Ratios are annualized.
    (2 )   See non-GAAP reconciliations below.
           

    In announcing these results, Chief Executive Officer Tim Laney shared, “We delivered quarterly earnings of $0.88 of earnings per diluted share and a return on average tangible common equity of 14.18%. Year-over-year fully taxable equivalent pre-provision net revenues grew by 19.9% highlighted by a strong net interest margin of 3.95%. We remain diligent in monitoring our loan book and maintaining a disciplined approach to extending credit, which resulted in just 5 basis points of annualized net charge-offs during the quarter.”

    Mr. Laney added, “Our solid results continue to generate meaningful capital growth with a Common Equity Tier 1 capital ratio of 14.2%. Our excess capital position provides us with optionality to act on a variety of growth opportunities. We are pleased with the recent launch of 2UniFi, an innovative financial ecosystem that we believe can change the way business owners and operators access the U.S. banking system. 2UniFi is built to empower business entrepreneurs with banking and business tools that save time, reduce stress, and help them grow their business.”

    Second Quarter 2025 Results
    (All comparisons refer to the first quarter of 2025, except as noted)

    Net income increased $9.8 million, or 40.4%, to $34.0 million or $0.88 per diluted share, compared to $24.2 million or $0.63 per diluted share. Fully taxable equivalent pre-provision net revenue increased $1.5 million, or 14.3% annualized, to $43.5 million. The return on average tangible assets increased 40 basis points to 1.49%, and the return on average tangible common equity increased 3.54% to 14.18%. Compared to the second quarter of 2024, fully taxable equivalent pre-provision net revenue increased $7.2 million or 19.9%.

    Net Interest Income
    Fully taxable equivalent net interest income increased $0.7 million to $89.3 million due to one additional day during the second quarter. The fully taxable equivalent net interest margin widened two basis points to 3.95%, driven by a three basis point increase in earning asset yields, partially offset by an increase in the cost of funds.

    Loans
    Loans totaled $7.5 billion at June 30, 2025, compared to $7.6 billion. We generated quarterly loan fundings of $322.7 million, led by commercial loan fundings of $219.6 million. The second quarter’s weighted average rate on new loans at the time of origination was 7.4%, compared to a weighted average yield of 6.5% on our loan portfolio.

    Asset Quality and Provision for Credit Losses
    The Company recorded no provision expense for credit losses, compared to $10.2 million in the previous quarter. Annualized net charge-offs totaled 0.05% of average total loans, compared to 0.80%. Non-performing loans totaled 0.45% of total loans at June 30, 2025, consistent with the previous quarter, and non-performing assets decreased one basis point to 0.45% of total loans and OREO at June 30, 2025. The allowance for credit losses as a percentage of loans increased one basis point to 1.19% at June 30, 2025.

    Deposits
    Average total deposits decreased $58.8 million to $8.2 billion during the second quarter 2025, and average transaction deposits (defined as total deposits less time deposits) decreased $85.3 million to $7.1 billion. The loan to deposit ratio totaled 90.5% at June 30, 2025, compared to 90.8%. The mix of transaction deposits to total deposits was 87.0% at June 30, 2025, compared to 87.4%.

    Non-Interest Income
    Non-interest income increased $1.7 million, or 11.0%, to $17.1 million during the second quarter. Income from partnership investments increased $0.6 million, bank card fees increased $0.5 million, SBA loan gains on sale increased $0.2 million, and the sales of two previously consolidated banking center properties drove a $1.3 million gain. Mortgage banking income decreased $0.8 million.

    Non-Interest Expense
    Non-interest expense totaled $62.9 million, compared to $62.0 million in the first quarter, which benefited from the $1.9 million payroll tax credits realized in the first quarter. Excluding the impact from the first quarter’s payroll tax credits, non-interest expense decreased $1.0 million due to our disciplined expense management. The second quarter’s non-interest expense includes $0.3 million of non-recurring restructuring charges as a result of expense reduction actions executed during the quarter. The fully taxable equivalent efficiency ratio improved 42 basis points to 57.3%, excluding other intangible assets amortization.

    Income tax expense totaled $7.5 million, compared to $5.6 million in the previous quarter, as a result of higher pre-tax income in the second quarter. The effective tax rate was 18.1%, compared to 18.8% in the first quarter.

    Capital
    Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds. The tier 1 leverage ratio totaled 11.18%, and the common equity tier 1 capital ratio totaled 14.17% at June 30, 2025. Shareholders’ equity increased $23.2 million to $1.4 billion at June 30, 2025, primarily driven by $22.5 million of growth in retained earnings from net income after covering the quarter’s dividend, and a $4.1 million improvement in accumulated other comprehensive loss due to changes in the interest rate environment.

    Common book value per share increased $0.65 to $35.55 at June 30, 2025. Tangible common book value per share increased $0.70 to $26.64 driven by the quarter’s earnings after covering the quarterly dividend, and a $0.11 improvement in accumulated other comprehensive loss.

    Year-Over-Year Review
    (All comparisons refer to the first six months of 2024, except as noted)

    Net income increased $0.7 million to $58.3 million or $1.51 per diluted share, compared to $57.5 million or $1.50 per diluted share. Fully taxable equivalent pre-provision net revenue increased $8.6 million to $85.4 million. The return on average tangible assets increased one basis point to 1.29%, and the return on average tangible common equity was 12.44%, compared to 13.77%.

    Fully taxable equivalent net interest income increased $6.9 million to $177.9 million. The fully taxable equivalent net interest margin widened 17 basis points to 3.94%, driven by a 21 basis point decrease in the cost of funds, partially offset by a three basis point decrease in earning asset yields.

    Loans outstanding totaled $7.5 billion as of June 30, 2025, compared to $7.7 billion. New loan fundings over the trailing twelve months totaled $1.4 billion, led by commercial fundings of $928.3 million.

    The Company recorded $10.2 million of provision expense for credit losses, compared to $2.8 million in the same period prior year. Annualized net charge-offs totaled 0.43% of average total loans, compared to 0.11% net charge-offs in the same period prior year. Non-performing loans totaled 0.45% of total loans at June 30, 2025, compared to 0.34% in the prior year. Non-performing assets totaled 0.45% of total loans and OREO at June 30, 2025, compared to 0.36% in the prior year. The allowance for credit losses as a percentage of loans totaled 1.19% at June 30, 2025, compared to 1.25% at June 30, 2024.

    Average deposits totaled $8.2 billion, compared to $8.3 billion in the same period prior year, and average transaction deposits totaled $7.2 billion, compared to $7.3 billion in the same period prior year. The mix of transaction deposits to total deposits was 87.0% at June 30, 2025, compared to 87.8%.

    Non-interest income increased $0.7 million to $32.4 million primarily due to a $0.7 million increase in the gains on sales of previously consolidated banking center properties and a $0.4 million increase in trust income.

    Non-interest expense decreased $1.0 million to $124.9 million as a result of disciplined expense management and payroll tax credits realized during the first quarter 2025.

    Income tax expense totaled $13.1 million, consistent with the same period prior year. The effective tax rate was 18.4%, compared to 18.6% in the same period prior year.

    Conference Call
    Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Wednesday, July 23, 2025. Interested parties may listen to this call by dialing (877) 400-0505 using the participant passcode of 9935135 and asking for the NBHC Q2 2025 Earnings Call. The earnings release and a link to the replay of the call will be available on the Company’s website at www.nationalbankholdings.com by visiting the investor relations area.

    About National Bank Holdings Corporation
    National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise, delivering high quality client service and committed to stakeholder results. Through its bank subsidiaries, NBH Bank and Bank of Jackson Hole Trust, National Bank Holdings Corporation operates a network of over 85 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust and wealth management business is operated in its core footprint under the Bank of Jackson Hole Trust charter. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Texas, Utah, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

    For more information visit: cobnks.com, bankmw.com, hillcrestbank.com, bankofjacksonhole.com, or nbhbank.com, or connect with any of our brands on LinkedIn.

    About Non-GAAP Financial Measures
    Certain of the financial measures and ratios we present, including “tangible assets,” “return on average tangible assets,” “tangible common equity,” “return on average tangible common equity,” “tangible common book value per share,” “tangible common equity to tangible assets,” “non-interest expense excluding other intangible assets amortization,” “efficiency ratio excluding other intangible assets amortization,” “net income excluding the impact of other intangible assets amortization expense, after tax,” “pre-provision net revenue” and “fully taxable equivalent” metrics, are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

    These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. We compensate for these differences by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance. A reconciliation of non-GAAP financial measures to the comparable GAAP financial measures is included at the end of the financial statement tables.

    Forward-Looking Statements
    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately,” “likely,” “ensure,” “strategy,” “objective,” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements and, therefore, you are cautioned not to place undue reliance on such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: business and economic conditions along with external events both generally and in the financial services industry; susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate; the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio; our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs; changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary and fiscal policies, and the volatility of trading markets; changes in the fair value of our investment securities and the ability of companies in which we invest to commercialize their technology or product concepts; the loss of certain executive officers and key personnel; any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers; the occurrence of fraud or other financial crimes within our business; competition from other financial institutions and financial services providers and the effects of disintermediation within the banking business including consolidation within the industry; changes to federal government lending programs like the Small Business Administration’s Preferred Lender Program and the Federal Housing Administration’s insurance programs, including the impact of a government shutdown of such programs; impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors; developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security; our ability to execute our organic growth and acquisition strategies; the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to replace loans in our existing portfolio with comparable loans as loans are paid down; changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; our ability to comply with and manage costs related to extensive government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions; the application of any increased assessment rates imposed by the Federal Deposit Insurance Corporation (“FDIC”); claims or legal action brought against us by third parties or government agencies; and other factors, risks, trends and uncertainties described elsewhere in our other filings with the Securities and Exchange Commission (the “SEC”). The forward-looking statements are made as of the date of this press release, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

    Contacts:
    Analysts/Institutional Investors:
    Emily Gooden, Chief Accounting Officer and Investor Relations Director, (720) 554-6640, ir@nationalbankholdings.com
    Nicole Van Denabeele, Chief Financial Officer, (720) 529-3370, ir@nationalbankholdings.com

    Media:
    Jody Soper, Chief Marketing Officer, (303) 784-5925, Jody.Soper@nbhbank.com

    NATIONAL BANK HOLDINGS CORPORATION
    FINANCIAL SUMMARY
    Consolidated Statements of Operations (Unaudited)
    (Dollars in thousands, except share and per share data)

                                           
      For the three months ended   For the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Total interest and dividend income $ 131,220     $ 129,963     $ 132,447     $ 261,183     $ 264,179  
    Total interest expense   43,811       43,272       48,873       87,083       96,575  
    Net interest income   87,409       86,691       83,574       174,100       167,604  
    Taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Net interest income FTE(1)   89,321       88,601       85,285       177,922       171,007  
    Provision expense for credit losses   —       10,200       2,776       10,200       2,776  
    Net interest income after provision for credit losses FTE(1)   89,321       78,401       82,509       167,722       168,231  
    Non-interest income:                                      
    Service charges   4,127       4,118       4,295       8,245       8,686  
    Bank card fees   4,732       4,194       4,882       8,926       9,460  
    Mortgage banking income   2,547       3,315       3,296       5,862       5,951  
    Other non-interest income   5,660       3,749       1,556       9,409       7,626  
    Total non-interest income   17,066       15,376       14,029       32,442       31,723  
    Non-interest expense:                                      
    Salaries and benefits   37,746       34,362       36,933       72,108       73,453  
    Occupancy and equipment   9,436       10,837       10,120       20,273       20,061  
    Professional fees   1,680       1,423       1,706       3,103       3,352  
    Data processing   4,452       4,401       4,117       8,853       8,183  
    Other non-interest expense   7,670       9,017       8,222       16,687       16,875  
    Other intangible assets amortization   1,947       1,977       1,977       3,924       3,985  
    Total non-interest expense   62,931       62,017       63,075       124,948       125,909  
                                           
    Income before income taxes FTE(1)   43,456       31,760       33,463       75,216       74,045  
    Taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Income before income taxes   41,544       29,850       31,752       71,394       70,642  
    Income tax expense   7,522       5,619       5,617       13,141       13,116  
    Net income $ 34,022     $ 24,231     $ 26,135     $ 58,253     $ 57,526  
    Earnings per share – basic $ 0.89     $ 0.63     $ 0.68     $ 1.52     $ 1.51  
    Earnings per share – diluted   0.88       0.63       0.68       1.51       1.50  
    Common stock dividend   0.30       0.29       0.28       0.59       0.55  

                                                          

         
    (1 )   Net interest income is presented on a GAAP basis and fully taxable equivalent (FTE) basis, as the Company believes this non-GAAP measure is the preferred industry measurement for this item. The FTE adjustment is for the tax benefit on certain tax exempt loans using the federal tax rate of 21% for each period presented.

    NATIONAL BANK HOLDINGS CORPORATION
    Consolidated Statements of Financial Condition (Unaudited)
    (Dollars in thousands, except share and per share data)

                           
      June 30, 2025   March 31, 2025   December 31, 2024   June 30, 2024
    ASSETS                      
    Cash and cash equivalents $ 296,483     $ 246,298     $ 127,848     $ 144,993  
    Investment securities available-for-sale   631,947       634,376       527,547       691,076  
    Investment securities held-to-maturity   717,232       706,912       533,108       554,686  
    Non-marketable securities   81,124       76,203       76,462       72,987  
    Loans   7,486,918       7,646,296       7,751,143       7,722,153  
    Allowance for credit losses   (88,893 )     (90,192 )     (94,455 )     (96,457 )
    Loans, net   7,398,025       7,556,104       7,656,688       7,625,696  
    Loans held for sale   20,784       11,885       24,495       18,787  
    Other real estate owned   291       615       662       1,526  
    Premises and equipment, net   209,414       204,567       196,773       177,456  
    Goodwill   306,043       306,043       306,043       306,043  
    Intangible assets, net   52,496       54,489       58,432       62,356  
    Other assets   284,890       301,378       299,635       315,245  
    Total assets $ 9,998,729     $ 10,098,870     $ 9,807,693     $ 9,970,851  
    LIABILITIES AND SHAREHOLDERS’ EQUITY                      
    Liabilities:                      
    Non-interest bearing demand deposits $ 2,168,574     $ 2,215,313     $ 2,213,685     $ 2,229,432  
    Interest bearing demand deposits   1,240,698       1,337,905       1,411,860       1,420,942  
    Savings and money market   3,785,951       3,812,312       3,592,312       3,703,810  
    Total transaction deposits   7,195,223       7,365,530       7,217,857       7,354,184  
    Time deposits   1,074,261       1,058,677       1,020,036       1,022,741  
    Total deposits   8,269,484       8,424,207       8,237,893       8,376,925  
    Securities sold under agreements to repurchase   18,513       20,749       18,895       19,465  
    Long-term debt   54,385       54,588       54,511       54,356  
    Federal Home Loan Bank advances   185,000       80,000       50,000       35,000  
    Other liabilities   118,851       190,018       141,319       237,461  
    Total liabilities   8,646,233       8,769,562       8,502,618       8,723,207  
    Shareholders’ equity:                      
    Common stock   515       515       515       515  
    Additional paid in capital   1,167,719       1,168,433       1,167,431       1,161,804  
    Retained earnings   544,428       521,939       508,864       469,630  
    Treasury stock   (304,254 )     (301,531 )     (301,694 )     (303,880 )
    Accumulated other comprehensive loss, net of tax   (55,912 )     (60,048 )     (70,041 )     (80,425 )
    Total shareholders’ equity   1,352,496       1,329,308       1,305,075       1,247,644  
    Total liabilities and shareholders’ equity $ 9,998,729     $ 10,098,870     $ 9,807,693     $ 9,970,851  
    SHARE DATA                      
    Average basic shares outstanding   38,075,896       38,068,455       38,327,964       38,210,869  
    Average diluted shares outstanding   38,151,810       38,229,869       38,565,164       38,372,777  
    Ending shares outstanding   38,045,622       38,094,105       38,054,482       37,899,453  
    Common book value per share $ 35.55     $ 34.90     $ 34.29     $ 32.92  
    Tangible common book value per share(1)(non-GAAP)   26.64       25.94       25.28       23.74  
    CAPITAL RATIOS                      
    Average equity to average assets   13.62 %     13.35 %     13.10 %     12.57 %
    Tangible common equity to tangible assets(1)   10.49 %     10.13 %     10.16 %     9.35 %
    Tier 1 leverage ratio   11.18 %     10.89 %     10.69 %     10.20 %
    Common equity tier 1 risk-based capital ratio   14.17 %     13.61 %     13.20 %     12.41 %
    Tier 1 risk-based capital ratio   14.17 %     13.61 %     13.20 %     12.41 %
    Total risk-based capital ratio   16.07 %     15.49 %     15.11 %     14.32 %

                                                          

    (1 )   Represents a non-GAAP financial measure. See non-GAAP reconciliations below.

    NATIONAL BANK HOLDINGS CORPORATION
    Loan Portfolio
    (Dollars in thousands)

    Period End Loan Balances by Type

                                   
              June 30, 2025       June 30, 2025
              vs. March 31, 2025       vs. June 30, 2024
      June 30, 2025   March 31, 2025   % Change   June 30, 2024   % Change
    Originated:                              
    Commercial:                              
    Commercial and industrial $ 1,829,984     $ 1,871,301       (2.2 )%   $ 1,906,095       (4.0 )%
    Municipal and non-profit   1,125,330       1,116,724       0.8 %     1,063,706       5.8 %
    Owner-occupied commercial real estate   1,051,964       1,026,692       2.5 %     921,122       14.2 %
    Food and agribusiness   213,254       251,120       (15.1 )%     248,401       (14.1 )%
    Total commercial   4,220,532       4,265,837       (1.1 )%     4,139,324       2.0 %
    Commercial real estate non-owner occupied   1,118,730       1,136,176       (1.5 )%     1,116,424       0.2 %
    Residential real estate   915,213       915,139       0.0 %     923,313       (0.9 )%
    Consumer   12,050       11,955       0.8 %     14,385       (16.2 )%
    Total originated   6,266,525       6,329,107       (1.0 )%     6,193,446       1.2 %
                                   
    Acquired:                              
    Commercial:                              
    Commercial and industrial   100,545       105,493       (4.7 )%     124,104       (19.0 )%
    Municipal and non-profit   265       271       (2.2 )%     288       (8.0 )%
    Owner-occupied commercial real estate   188,745       198,339       (4.8 )%     232,890       (19.0 )%
    Food and agribusiness   31,693       33,831       (6.3 )%     48,061       (34.1 )%
    Total commercial   321,248       337,934       (4.9 )%     405,343       (20.7 )%
    Commercial real estate non-owner occupied   601,890       659,680       (8.8 )%     752,040       (20.0 )%
    Residential real estate   296,795       318,510       (6.8 )%     369,003       (19.6 )%
    Consumer   460       1,065       (56.8 )%     2,321       (80.2 )%
    Total acquired   1,220,393       1,317,189       (7.3 )%     1,528,707       (20.2 )%
    Total loans $ 7,486,918     $ 7,646,296       (2.1 )%   $ 7,722,153       (3.0 )%

    Loan Fundings(1)

                                           
      Second quarter   First quarter   Fourth quarter   Third quarter   Second quarter
      2025   2025   2024   2024   2024
    Commercial:                                      
    Commercial and industrial $ 133,402     $ 108,594     $ 146,600     $ 93,711     $ 241,910  
    Municipal and non-profit   34,393       12,506       49,175       35,677       28,785  
    Owner occupied commercial real estate   47,233       37,762       117,850       70,517       102,615  
    Food and agribusiness   4,576       1,338       15,796       19,205       11,040  
    Total commercial   219,604       160,200       329,421       219,110       384,350  
    Commercial real estate non-owner occupied   56,770       65,254       119,132       91,809       83,184  
    Residential real estate   44,470       29,300       30,750       47,322       36,124  
    Consumer   1,823       970       726       1,010       1,547  
    Total $ 322,667     $ 255,724     $ 480,029     $ 359,251     $ 505,205  

                                                          

    (1 )   Loan fundings are defined as closed end funded loans and net fundings under revolving lines of credit. Net fundings under revolving lines of credit were $15,490, $21,752, $64,375, $16,302 and $19,281 for the periods noted in the table above, respectively.

    NATIONAL BANK HOLDINGS CORPORATION
    Summary of Net Interest Margin
    (Dollars in thousands)

                                                               
      For the three months ended   For the three months ended   For the three months ended
      June 30, 2025   March 31, 2025   June 30, 2024
      Average           Average   Average           Average   Average           Average
      balance   Interest   rate   balance   Interest   rate   balance   Interest   rate
    Interest earning assets:                                                          
    Originated loans FTE(1)(2) $ 6,289,154     $ 102,399       6.53 %   $ 6,335,931     $ 102,221       6.54 %   $ 6,074,199     $ 101,794       6.74 %
    Acquired loans   1,262,933       19,397       6.16 %     1,351,726       19,547       5.86 %     1,541,576       23,464       6.12 %
    Loans held for sale   21,115       354       6.72 %     19,756       349       7.16 %     16,862       318       7.59 %
    Investment securities available-for-sale   701,920       4,661       2.66 %     716,938       4,617       2.58 %     802,830       5,101       2.54 %
    Investment securities held-to-maturity   713,178       5,173       2.90 %     635,961       4,120       2.59 %     564,818       2,419       1.71 %
    Other securities   30,560       466       6.10 %     31,386       480       6.12 %     25,093       377       6.01 %
    Interest earning deposits   57,634       682       4.75 %     48,206       539       4.53 %     92,388       685       2.98 %
    Total interest earning assets FTE(2) $ 9,076,494     $ 133,132       5.88 %   $ 9,139,904     $ 131,873       5.85 %   $ 9,117,766     $ 134,158       5.92 %
    Cash and due from banks $ 79,131                   $ 77,237                   $ 100,165                
    Other assets   807,802                     794,374                     771,475                
    Allowance for credit losses   (90,292 )                   (95,492 )                   (97,741 )              
    Total assets $ 9,873,135                   $ 9,916,023                   $ 9,891,665                
    Interest bearing liabilities:                                                          
    Interest bearing demand, savings and money market deposits $ 4,986,119     $ 32,758       2.64 %   $ 5,027,052     $ 32,511       2.62 %   $ 5,109,924     $ 39,681       3.12 %
    Time deposits   1,062,481       9,087       3.43 %     1,035,983       8,756       3.43 %     1,015,371       8,536       3.38 %
    Federal Home Loan Bank advances   93,676       1,170       5.01 %     107,151       1,105       4.18 %     9,505       133       5.63 %
    Other borrowings(3)   41,300       278       2.70 %     50,277       382       3.08 %     17,449       5       0.12 %
    Long-term debt   54,574       518       3.81 %     54,539       518       3.85 %     54,307       518       3.84 %
    Total interest bearing liabilities $ 6,238,150     $ 43,811       2.82 %   $ 6,275,002     $ 43,272       2.80 %   $ 6,206,556     $ 48,873       3.17 %
    Demand deposits $ 2,152,899                   $ 2,197,300                   $ 2,254,454                
    Other liabilities   137,319                     119,806                     187,499                
    Total liabilities   8,528,368                     8,592,108                     8,648,509                
    Shareholders’ equity   1,344,767                     1,323,915                     1,243,156                
    Total liabilities and shareholders’ equity $ 9,873,135                   $ 9,916,023                   $ 9,891,665                
    Net interest income FTE(2)       $ 89,321                 $ 88,601                 $ 85,285        
    Interest rate spread FTE(2)                 3.06 %                   3.05 %                   2.75 %
    Net interest earning assets $ 2,838,344                   $ 2,864,902                   $ 2,911,210                
    Net interest margin FTE(2)                 3.95 %                   3.93 %                   3.76 %
    Average transaction deposits $ 7,139,018                   $ 7,224,352                   $ 7,364,378                
    Average total deposits   8,201,499                     8,260,335                     8,379,749                
    Ratio of average interest earning assets to average interest bearing liabilities   145.50 %                   145.66 %                   146.91 %              

                                                          

    (1 )   Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
    (2 )   Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $1,912, $1,910 and $1,711 for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024, respectively.
    (3 )   Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

    NATIONAL BANK HOLDINGS CORPORATION
    Summary of Net Interest Margin
    (Dollars in thousands)

                                       
      For the six months ended June 30, 2025   For the six months ended June 30, 2024
      Average           Average   Average           Average
      balance   Interest   rate   balance   Interest   rate
    Interest earning assets:                                  
    Originated loans FTE(1)(2) $ 6,312,413     $ 204,620       6.54 %   $ 6,060,524     $ 202,708       6.73 %
    Acquired loans   1,307,084       38,944       6.01 %     1,576,548       47,753       6.09 %
    Loans held for sale   20,439       703       6.94 %     14,440       543       7.56 %
    Investment securities available-for-sale   709,387       9,278       2.62 %     776,999       9,204       2.37 %
    Investment securities held-to-maturity   674,783       9,293       2.75 %     571,989       4,933       1.72 %
    Other securities   30,971       946       6.11 %     30,065       993       6.61 %
    Interest earning deposits   52,946       1,221       4.65 %     91,983       1,448       3.17 %
    Total interest earning assets FTE(2) $ 9,108,023     $ 265,005       5.87 %   $ 9,122,548     $ 267,582       5.90 %
    Cash and due from banks $ 78,189                 $ 101,374              
    Other assets   801,127                   763,853              
    Allowance for credit losses   (92,878 )                 (97,812 )            
    Total assets $ 9,894,461                 $ 9,889,963              
    Interest bearing liabilities:                                  
    Interest bearing demand, savings and money market deposits $ 5,006,472     $ 65,269       2.63 %   $ 5,028,868     $ 76,094       3.04 %
    Time deposits   1,049,305       17,843       3.43 %     1,002,706       16,120       3.23 %
    Federal Home Loan Bank advances   100,376       2,275       4.57 %     118,871       3,314       5.61 %
    Other borrowings(3)   45,764       660       2.91 %     18,189       11       0.12 %
    Long-term debt   54,557       1,036       3.83 %     54,268       1,036       3.84 %
    Total interest bearing liabilities $ 6,256,474     $ 87,083       2.81 %   $ 6,222,902     $ 96,575       3.12 %
    Demand deposits $ 2,174,977                 $ 2,267,725              
    Other liabilities   128,611                   164,617              
    Total liabilities   8,560,062                   8,655,244              
    Shareholders’ equity   1,334,399                   1,234,719              
    Total liabilities and shareholders’ equity $ 9,894,461                 $ 9,889,963              
    Net interest income FTE(2)       $ 177,922               $ 171,007      
    Interest rate spread FTE(2)                 3.06 %                   2.78 %
    Net interest earning assets $ 2,851,549                 $ 2,899,646              
    Net interest margin FTE(2)                 3.94 %                   3.77 %
    Average transaction deposits $ 7,181,449                 $ 7,296,593              
    Average total deposits   8,230,754                   8,299,299              
    Ratio of average interest earning assets to average interest bearing liabilities   145.58 %                 146.60 %            

                                                          

    (1 )   Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
    (2 )   Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $3,822 and $3,403 for the six months ended June 30, 2025 and June 30, 2024, respectively.
    (3 )   Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

    NATIONAL BANK HOLDINGS CORPORATION
    Allowance for Credit Losses and Asset Quality
    (Dollars in thousands)

    Allowance for Credit Losses Analysis

                     
      As of and for the three months ended
      June 30, 2025   March 31, 2025   June 30, 2024
    Beginning allowance for credit losses $ 90,192     $ 94,455     $ 97,607  
    Charge-offs   (1,158 )     (15,251 )     (4,605 )
    Recoveries   170       138       499  
    Provision (release) expense for credit losses   (311 )     10,850       2,956  
    Ending allowance for credit losses (“ACL”) $ 88,893     $ 90,192     $ 96,457  
    Ratio of annualized net charge-offs to average total loans during the period   0.05 %     0.80 %     0.22 %
    Ratio of ACL to total loans outstanding at period end   1.19 %     1.18 %     1.25 %
    Ratio of ACL to total non-performing loans at period end   266.66 %     260.52 %     370.18 %
    Total loans $ 7,486,918     $ 7,646,296     $ 7,722,153  
    Average total loans during the period   7,530,783       7,660,974       7,582,506  
    Total non-performing loans   33,336       34,620       26,057  

    Past Due and Non-accrual Loans

                     
      June 30, 2025   March 31, 2025   June 30, 2024
    Loans 30-89 days past due and still accruing interest $ 13,923     $ 17,003     $ 27,159  
    Loans 90 days past due and still accruing interest   7,315       1,012       3,498  
    Non-accrual loans   33,336       34,620       26,057  
    Total past due and non-accrual loans $ 54,574     $ 52,635     $ 56,714  
    Total 90 days past due and still accruing interest and non-accrual loans to total loans   0.54 %     0.47 %     0.38 %

    Asset Quality Data

                     
      June 30, 2025   March 31, 2025   June 30, 2024
    Non-performing loans $ 33,336     $ 34,620     $ 26,057  
    OREO   291       615       1,526  
    Total non-performing assets $ 33,627     $ 35,235     $ 27,583  
    Total non-performing loans to total loans   0.45 %     0.45 %     0.34 %
    Total non-performing assets to total loans and OREO   0.45 %     0.46 %     0.36 %

    NATIONAL BANK HOLDINGS CORPORATION
    Key Metrics(1)

                                 
      As of and for the three months ended   As of and for the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Return on average assets   1.38 %     0.99 %     1.06 %     1.19 %     1.17 %
    Return on average tangible assets(2)   1.49 %     1.09 %     1.17 %     1.29 %     1.28 %
    Return on average equity   10.15 %     7.42 %     8.46 %     8.80 %     9.37 %
    Return on average tangible common equity(2)   14.18 %     10.64 %     12.44 %     12.44 %     13.77 %
    Loan to deposit ratio (end of period)   90.54 %     90.77 %     92.18 %     90.54 %     92.18 %
    Non-interest bearing deposits to total deposits (end of period)   26.22 %     26.30 %     26.61 %     26.22 %     26.61 %
    Net interest margin(3)   3.86 %     3.85 %     3.69 %     3.85 %     3.69 %
    Net interest margin FTE(2)(3)   3.95 %     3.93 %     3.76 %     3.94 %     3.77 %
    Interest rate spread FTE(2)(4)   3.06 %     3.05 %     2.75 %     3.06 %     2.78 %
    Yield on earning assets(5)   5.80 %     5.77 %     5.84 %     5.78 %     5.82 %
    Yield on earning assets FTE(2)(5)   5.88 %     5.85 %     5.92 %     5.87 %     5.90 %
    Cost of funds   2.09 %     2.07 %     2.32 %     2.08 %     2.29 %
    Cost of deposits   2.05 %     2.03 %     2.31 %     2.04 %     2.23 %
    Non-interest income to total revenue FTE(6)   16.04 %     14.79 %     14.13 %     15.42 %     15.65 %
    Efficiency ratio   60.24 %     60.76 %     64.62 %     60.50 %     63.17 %
    Efficiency ratio excluding other intangible assets amortization FTE(2)   57.32 %     57.74 %     61.52 %     57.53 %     60.14 %
    Pre-provision net revenue $ 41,544     $ 40,050     $ 34,528     $ 81,594     $ 73,418  
    Pre-provision net revenue FTE(2)   43,456       41,960       36,239       85,416       76,821  
                                 
    Total Loans Asset Quality Data(7)(8)                            
    Non-performing loans to total loans   0.45 %     0.45 %     0.34 %     0.45 %     0.34 %
    Non-performing assets to total loans and OREO   0.45 %     0.46 %     0.36 %     0.45 %     0.36 %
    Allowance for credit losses to total loans   1.19 %     1.18 %     1.25 %     1.19 %     1.25 %
    Allowance for credit losses to non-performing loans   266.66 %     260.52 %     370.18 %     266.66 %     370.18 %
    Net charge-offs to average loans   0.05 %     0.80 %     0.22 %     0.43 %     0.11 %

                                                          

    (1 )   Ratios are annualized.
    (2 )   Ratio represents non-GAAP financial measure. See non-GAAP reconciliations below.
    (3 )   Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.
    (4 )   Interest rate spread represents the difference between the weighted average yield on interest earning assets, including FTE income, and the weighted average cost of interest bearing liabilities. Ratio represents a non-GAAP financial measure.
    (5 )   Interest earning assets include assets that earn interest/accretion or dividends. Any market value adjustments on investment securities or loans are excluded from interest earning assets.
    (6 )   Non-interest income to total revenue represents non-interest income divided by the sum of net interest income FTE and non-interest income. Ratio represents a non-GAAP financial measure.
    (7 )   Non-performing loans consist of non-accruing loans and modified loans on non-accrual.
    (8 )   Total loans are net of unearned discounts and fees.

    NATIONAL BANK HOLDINGS CORPORATION
    NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
    (Dollars in thousands, except share and per share data)

    Tangible Common Book Value Ratios

                           
      June 30, 2025   March 31, 2025   December 31, 2024   June 30, 2024
    Total shareholders’ equity $ 1,352,496     $ 1,329,308     $ 1,305,075     $ 1,247,644  
    Less: goodwill and other intangible assets, net   (352,854 )     (354,800 )     (356,777 )     (360,732 )
    Add: deferred tax liability related to goodwill   13,741       13,638       13,535       12,871  
    Tangible common equity (non-GAAP) $ 1,013,383     $ 988,146     $ 961,833     $ 899,783  
                           
    Total assets $ 9,998,729     $ 10,098,870     $ 9,807,693     $ 9,970,851  
    Less: goodwill and other intangible assets, net   (352,854 )     (354,800 )     (356,777 )     (360,732 )
    Add: deferred tax liability related to goodwill   13,741       13,638       13,535       12,871  
    Tangible assets (non-GAAP) $ 9,659,616     $ 9,757,708     $ 9,464,451     $ 9,622,990  
                           
    Tangible common equity to tangible assets calculations:                      
    Total shareholders’ equity to total assets   13.53 %     13.16 %     13.31 %     12.51 %
    Less: impact of goodwill and other intangible assets, net   (3.04 )%     (3.03 )%     (3.15 )%     (3.16 )%
    Tangible common equity to tangible assets (non-GAAP)   10.49 %     10.13 %     10.16 %     9.35 %
                           
    Tangible common book value per share calculations:                      
    Tangible common equity (non-GAAP) $ 1,013,383     $ 988,146     $ 961,833     $ 899,783  
    Divided by: ending shares outstanding   38,045,622       38,094,105       38,054,482       37,899,453  
    Tangible common book value per share (non-GAAP) $ 26.64     $ 25.94     $ 25.28     $ 23.74  

    NATIONAL BANK HOLDINGS CORPORATION
    (Dollars in thousands, except share and per share data)
    Return on Average Tangible Assets and Return on Average Tangible Equity

                                 
      As of and for the three months ended   As of and for the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Net income $ 34,022     $ 24,231     $ 26,135     $ 58,253     $ 57,526  
    Add: impact of other intangible assets amortization expense, after tax   1,492       1,516       1,516       3,006       3,055  
    Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) $ 35,514     $ 25,747     $ 27,651     $ 61,259     $ 60,581  
                                 
    Average assets $ 9,873,135     $ 9,916,023     $ 9,891,665     $ 9,894,461     $ 9,889,963  
    Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill   (340,330 )     (342,425 )     (349,030 )     (341,320 )     (350,040 )
    Average tangible assets (non-GAAP) $ 9,532,805     $ 9,573,598     $ 9,542,635     $ 9,553,141     $ 9,539,923  
                                 
    Average shareholders’ equity $ 1,344,767     $ 1,323,915     $ 1,243,156     $ 1,334,399     $ 1,234,719  
    Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill   (340,330 )     (342,425 )     (349,030 )     (341,320 )     (350,040 )
    Average tangible common equity (non-GAAP) $ 1,004,437     $ 981,490     $ 894,126     $ 993,079     $ 884,679  
                                 
    Return on average assets   1.38 %     0.99 %     1.06 %     1.19 %     1.17 %
    Return on average tangible assets (non-GAAP)   1.49 %     1.09 %     1.17 %     1.29 %     1.28 %
    Return on average equity   10.15 %     7.42 %     8.46 %     8.80 %     9.37 %
    Return on average tangible common equity (non-GAAP)   14.18 %     10.64 %     12.44 %     12.44 %     13.77 %

    Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin

                                 
      As of and for the three months ended   As of and for the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Interest income $ 131,220     $ 129,963     $ 132,447     $ 261,183     $ 264,179  
    Add: impact of taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Interest income FTE (non-GAAP) $ 133,132     $ 131,873     $ 134,158     $ 265,005     $ 267,582  
                                 
    Net interest income $ 87,409     $ 86,691     $ 83,574     $ 174,100     $ 167,604  
    Add: impact of taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Net interest income FTE (non-GAAP) $ 89,321     $ 88,601     $ 85,285     $ 177,922     $ 171,007  
                                 
    Average earning assets $ 9,076,494     $ 9,139,904     $ 9,117,766     $ 9,108,023     $ 9,122,548  
    Yield on earning assets   5.80 %     5.77 %     5.84 %     5.78 %     5.82 %
    Yield on earning assets FTE (non-GAAP)   5.88 %     5.85 %     5.92 %     5.87 %     5.90 %
    Net interest margin   3.86 %     3.85 %     3.69 %     3.85 %     3.69 %
    Net interest margin FTE (non-GAAP)   3.95 %     3.93 %     3.76 %     3.94 %     3.77 %

    Efficiency Ratio and Pre-Provision Net Revenue

                                 
      As of and for the three months ended   As of and for the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Net interest income $ 87,409     $ 86,691     $ 83,574     $ 174,100     $ 167,604  
    Add: impact of taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Net interest income FTE (non-GAAP) $ 89,321     $ 88,601     $ 85,285     $ 177,922     $ 171,007  
                                 
    Non-interest income $ 17,066     $ 15,376     $ 14,029     $ 32,442     $ 31,723  
                                 
    Non-interest expense $ 62,931     $ 62,017     $ 63,075     $ 124,948     $ 125,909  
    Less: other intangible assets amortization   (1,947 )     (1,977 )     (1,977 )     (3,924 )     (3,985 )
    Non-interest expense excluding other intangible assets amortization (non-GAAP) $ 60,984     $ 60,040     $ 61,098     $ 121,024     $ 121,924  
                                 
    Efficiency ratio   60.24 %     60.76 %     64.62 %     60.50 %     63.17 %
    Efficiency ratio excluding other intangible assets amortization FTE (non-GAAP)   57.32 %     57.74 %     61.52 %     57.53 %     60.14 %
    Pre-provision net revenue (non-GAAP) $ 41,544     $ 40,050     $ 34,528     $ 81,594     $ 73,418  
    Pre-provision net revenue, FTE (non-GAAP)   43,456       41,960       36,239       85,416       76,821  

    The MIL Network –

  • MIL-OSI: Orrstown Financial Services, Inc. Reports Second Quarter 2025 Results and Announces Dividend Increase

    Source: GlobeNewswire (MIL-OSI)

    • Net income of $19.4 million, or $1.01 per diluted share, for the three months ended June 30, 2025 compared to net income of $18.1 million, or $0.93 per diluted share, for the three months ended March 31, 2025; the second quarter of 2025 included $1.0 million in merger-related expenses compared to $1.6 million in merger-related expenses for the first quarter of 2025;
    • Excluding the impact of the merger-related expenses referenced above, net of taxes, net income and diluted earnings per share were $20.2 million(1) and $1.04(1), respectively, for the second quarter of 2025 compared to $19.3 million(1) and $1.00(1), respectively, for the first quarter of 2025;
    • Net interest margin, on a tax equivalent basis, was 4.07% in the second quarter of 2025 compared to 4.00% in the first quarter of 2025; the net accretion of purchase accounting marks positively impacted the margin by 50 basis points in the second quarter of 2025;
    • Return on average assets was 1.45% and return on average equity was 14.56% for the three months ended June 30, 2025, compared to 1.35% and 13.98% for the return on average assets and return on average equity, respectively, for the three months ended March 31, 2025;
    • Excluding the impact of the merger-related expenses referenced above, net of taxes, adjusted return on average assets was 1.51%(1) and adjusted return on average equity was 15.12%(1) for the three months ended June 30, 2025 compared to 1.45%(1) and 14.97%(1), respectively, for the three months ended March 31, 2025;
    • Loans increased by $55.4 million, or 6% annualized, from March 31, 2025 to June 30, 2025; classified loans decreased by $10.4 million from $76.2 million at March 31, 2025 to $65.8 million at June 30, 2025;
    • Noninterest income increased by $1.3 million from $11.6 million for the three months ended March 31, 2025 to $12.9 million for the three months ended June 30, 2025;
    • Noninterest expense decreased by $0.6 million from $38.2 million for the three months ended March 31, 2025 to $37.6 million for the three months ended June 30, 2025, reflecting a decline in merger-related expenses during the second quarter of 2025; merger-related costs are not expected to be meaningful going forward; the second quarter of 2025 also included $0.6 million of severance charges in salaries and employee benefits expense;
    • Efficiency ratio decreased from 63.2% for the three months ended March 31, 2025 to 60.3% for the three months ended June 30, 2025; excluding the impact of the merger-related expenses, the efficiency ratio was 58.7%(1) for the three months ended June 30, 2025 compared to 60.5%(1) for the three months ended March 31, 2025;
    • Tangible common equity increased to 8.3% at June 30, 2025 compared to 7.9% at March 31, 2025;
    • Tangible book value per common share(1) increased to $22.77 per share at June 30, 2025 compared to $21.99 per share at March 31, 2025;
    • The Board of Directors authorized a share repurchase program on June 20, 2025, through which the Company could repurchase up to 500,000 shares of its common stock;
    • The Board of Directors declared a cash dividend of $0.27 per common share, payable August 12, 2025, to shareholders of record as of August 5, 2025; this represents a $0.01 per share increase in the Company’s quarter cash dividend; the dividend has increased by 35% since the closing of the merger with Codorus Valley Bancorp.

    (1) Non-GAAP measure. See Appendix A for additional information.

    HARRISBURG, Pa., July 22, 2025 (GLOBE NEWSWIRE) — Orrstown Financial Services, Inc. (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the periods ended June 30, 2025. Net income totaled $19.4 million for the three months ended June 30, 2025, compared to net income of $18.1 million for the three months ended March 31, 2025 and net income of $7.7 million for the three months ended June 30, 2024. Diluted earnings per share was $1.01 for the three months ended June 30, 2025, compared to diluted earnings per share of $0.93 for the three months ended March 31, 2025 and diluted earnings per share of $0.73 for the three months ended June 30, 2024. For the second quarter of 2025, excluding the impact of merger-related expenses, net of taxes, net income and diluted earnings per share were $20.2 million(1) and $1.04(1), respectively. For the first quarter of 2025, excluding the impact of merger-related expenses, net of taxes, net income and diluted earnings per share were $19.3 million(1) and $1.00(1), respectively. For the second quarter of 2024, excluding the impact of the merger-related expenses, net of taxes, net income and diluted earnings per share were $8.7 million(1) and $0.83(1), respectively.

    “At the one-year mark after the merger with Codorus Valley Bancorp, we are very pleased to have achieved metrics near top of peers, with significant upside opportunities in front of us,” said Thomas R. Quinn, Jr., President and Chief Executive Officer. “In the second quarter, we experienced positive traction on loan production. While commercial loan growth was lower than expected, our pipeline remains strong as we head into the third quarter. We remain prudent with our lending decisions and will not compromise on credit quality. Net interest margin improved in the quarter with good momentum going into the remainder of the year. While expenses remain slightly elevated, we do not anticipate any further meaningful merger-related expenses and continue to implement process improvements that will enhance efficiency and facilitate future growth. We believe that our strong credit metrics and capital generation have positioned us well for the future.”

    (1) Non-GAAP measure. See Appendix A for additional information.


    DISCUSSION OF RESULTS

    Balance Sheet

    Loans

    Loans held for investment increased by $55.4 million and totaled $3.9 billion at both June 30, 2025 and March 31, 2025. Commercial loans increased by $16.1 million, or 2% annualized, and residential mortgages increased by $37.9 million from March 31, 2025 to June 30, 2025. The increase in loans included a purchase of property assessed clean energy (“PACE”) loans totaling $25.4 million.

    Investment Securities

    Investment securities, all of which are classified as available-for-sale, increased by $29.9 million to $885.4 million at June 30, 2025 from $855.5 million at March 31, 2025. During the second quarter of 2025, the Bank purchased $50.1 million of investment securities, which was partially offset by paydowns totaling $20.4 million. The overall duration of the Company’s investment securities portfolio was 4.5 years at June 30, 2025 compared to 4.3 years at March 31, 2025. See Appendix B for a summary of the Bank’s investment securities at June 30, 2025, highlighting their concentrations, credit ratings and credit enhancement levels.

    Deposits

    During the second quarter of 2025, deposits decreased by $117.1 million and totaled $4.5 billion at June 30, 2025 compared to $4.6 billion March 31, 2025. Time deposits, money market deposits, non-interest bearing demand deposits, saving deposits and interest-bearing demand deposits decreased by $58.0 million, $35.8 million, $13.9 million, $6.2 million and $3.2 million, respectively, from March 31, 2025 to June 30, 2025. The declines in time deposits and money market deposits are due to continued run-off in higher yielding promotional balances. The decreases in the other categories were consistent with normal cyclical activity. As a result of the decrease in total deposits, the Bank’s loan-to-deposit ratio increased to 87% at June 30, 2025 from 84% at March 31, 2025.

    Borrowings

    The Bank actively manages its liquidity position through its various sources of funding to meet the needs of its clients. FHLB advances and other borrowings were $136.3 million at June 30, 2025 compared to $100.3 million at March 31, 2025. The increase was due to higher utilization of overnight borrowings during the second quarter of 2025 as deposit balances declined and lending and investing activities increased. The Bank seeks to maintain sufficient liquidity to ensure client needs can be addressed in a timely basis. The Bank had available alternative funding sources, such as FHLB advances and other wholesale options, of approximately $1.7 billion at June 30, 2025.

    Income Statement

    Net Interest Income and Margin

    Net interest income was $49.5 million for the three months ended June 30, 2025 compared to $48.8 million for the three months ended March 31, 2025. The net interest margin, on a tax equivalent basis, increased to 4.07% in the second quarter of 2025 from 4.00% in the first quarter of 2025. This increase is primarily the result of the cost of funds declining by 12 basis points from the first quarter of 2025 to the second quarter of 2025. This was partially offset by a decrease of seven basis points in the yield on loans from the three months ended March 31, 2025 to the three months ended June 30, 2025. This decrease was due to a reduction in accelerated accretion on acquired loans over that period. The second quarter 2025 net interest margin reflects the full impact of deposit rate reductions implemented in the prior quarter as well as the runoff of higher rate time deposits and money market balances.

    The net interest margin was positively impacted by the net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings of $5.2 million during the second quarter of 2025 compared to $6.9 million for the first quarter of 2025. This change was due primarily to lower accelerated accretion in the three months ended June 30, 2025.

    Interest income on loans, on a tax equivalent basis, decreased by $0.4 million to $63.2 million for the three months ended June 30, 2025 compared to $63.6 million for the three months ended March 31, 2025. Average loans decreased by $14.7 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The accretion of purchase accounting marks on loans totaled $4.9 million during the second quarter of 2025 compared to $6.6 million during the first quarter of 2025.

    Interest income on investment securities, on a tax equivalent basis, was $10.6 million for the second quarter of 2025 compared to $10.1 million in the first quarter of 2025, an increase of $0.5 million. Average investment securities increased by $39.0 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025 primarily due to the aforementioned purchases.

    Interest expense, on a tax equivalent basis, decreased by $1.5 million to $25.3 million for the three months ended June 30, 2025 compared to $26.8 million for the three months ended March 31, 2025. Average interest-bearing deposits decreased by $70.3 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The cost of interest-bearing deposits declined by 14 basis points from the first quarter of 2025 to the second quarter of 2025. In addition, interest expense includes $0.4 million and $0.6 million of amortization of purchase accounting marks on interest bearing liabilities for the three months ended June 30, 2025 and March 31, 2025, respectively.

    Provision for Credit Losses on Loans

    The allowance for credit losses (“ACL”) on loans increased to $47.9 million at June 30, 2025 from $47.8 million at March 31, 2025. The ACL to total loans was 1.22% at June 30, 2025 compared to 1.23% at March 31, 2025. The Company recorded provision expense of $0.2 million for the three months ended June 30, 2025 compared to a recovery in the provision for credit losses on loans of $0.6 million for the three months ended March 31, 2025 . Net charge-offs were $0.1 million for the three months ended June 30, 2025 compared to $0.3 million for the three months ended March 31, 2025.

    Classified loans decreased by $10.4 million to $65.8 million at June 30, 2025 from $76.2 million at March 31, 2025 due to net upgrades and loan repayments. Non-accrual loans totaled $22.4 million at June 30, 2025 compared to $22.7 million at March 31, 2025. Nonaccrual loans to total loans decreased to 0.57% at June 30, 2025 compared to 0.59% at March 31, 2025. Management believes the ACL to be adequate based on current asset quality metrics and economic forecasts.

    Noninterest Income

    Noninterest income increased by $1.3 million to $12.9 million for the three months ended June 30, 2025 from $11.6 million for the three months ended March 31, 2025.

    Swap fee income increased by $0.3 million to $0.7 million for the three months ended June 30, 2025 compared to $0.4 million for the three months ended March 31, 2025. Swap fee income will fluctuate based on market conditions and client demand.

    Income from service charges was $2.6 million for the three months ended June 30, 2025 compared to $2.4 million for the three months ended March 31, 2025 based on increased cash management services activity.

    Income from mortgage banking activities increased by $0.2 million from $0.3 million in the three months ended March 31, 2025 to $0.5 million in the three months ended June 30, 2025. The first quarter of 2025 included a decrease of $0.2 million in the fair value of mortgage servicing rights.

    Wealth management income decreased by $0.2 million to $5.2 million for the three months ended June 30, 2025 compared to $5.4 million for the three months ended March 31, 2025.

    Other income increased by $0.7 million to $2.4 million for the three months ended June 30, 2025 compared to $1.7 million for the three months ended March 31, 2025. During the second quarter of 2025, the Bank recorded $0.3 million in solar tax credits and a gain on the sale of other real estate owned of $0.1 million.

    Noninterest Expenses

    Noninterest expenses decreased by $0.6 million to $37.6 million in the three months ended June 30, 2025 from $38.2 million in the three months ended March 31, 2025.

    For the three months ended June 30, 2025, merger-related expenses totaled $1.0 million, a decrease of $0.6 million, compared to $1.6 million for the three months ended March 31, 2025. The merger-related costs incurred in the second quarter of 2025 primarily included software conversion costs. The Company does not expect to incur meaningful merger-related expenses going forward.

    Salaries and benefits expense increased by $1.0 million to $21.4 million for the three months ended June 30, 2025 compared to $20.4 million for the three months ended March 31, 2025. The increase during the second quarter of 2025 includes $0.6 million of severance costs, the impact of merit salary increases in May and the impact of one extra day in the quarter.

    Occupancy, furniture and equipment expenses decreased by $0.5 million to $4.2 million for the three months ended June 30, 2025 from $4.7 million for the three months ended March 31, 2025 primarily due to the seasonal expenses incurred during the first quarter of 2025.

    Professional services expense increased by $0.2 million from the three months ended March 31, 2025 to the three months ended June 30, 2025. During the quarter, the Company continued to utilize an elevated level of third-party assistance to enhance daily functions and operational processes throughout the organization. While the Company will remain reliant on these services into the second half of 2025, the Company expects expenses related to these services to decline beginning in the third quarter of 2025.

    Advertising and bank promotions expense increased by $0.6 million to $1.1 million in the three months ended June 30, 2025 from $0.5 million in the three months ended March 31, 2025 due to $0.7 million in contributions to tax credit programs during the second quarter of 2025. Taxes other than income decreased by $0.6 million in the three months ended June 30, 2025 compared to the three months ended March 31, 2025. This decrease reflects the tax impact of the contributions referenced above.

    Income Taxes

    The Company’s effective tax rate was 21.3% for the second quarter of 2025 compared to 20.7% for the first quarter of 2025. The Company’s effective tax rate for the three months ended June 30, 2025 is greater than the 21% federal statutory rate primarily due to the disallowed portion of interest expense against earnings in association with the Bank’s tax-exempt investments under the Tax Equity and Fiscal Responsibility Act of 1982 partially offset by the benefit of tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies and tax credits. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.

    Capital

    Shareholders’ equity totaled $548.4 million at June 30, 2025 compared to $532.9 million at March 31, 2025. The increase is due to net income of $19.4 million and share-based compensation activity of $1.6 million, partially offset by dividend payments of $5.1 million and other comprehensive losses of $0.5 million.

    Tangible book value per common share(1) increased to $22.77 per share at June 30, 2025 from $21.99 per share at March 31, 2025. The Company’s tangible common equity ratio was 8.3% at June 30, 2025 compared to 7.9% at March 31, 2025. Average tangible common equity per common share(1) was $18.43 at June 30, 2025 compared to $17.91 at March 31, 2025.

    The Company’s capital ratios increased during the three months ended June 30, 2025 due primarily to earnings. The Company’s tier 1 common equity, tier 1 and total risk-based capital ratios were 10.9%, 11.1% and 13.3%, respectively, at June 30, 2025 compared to 10.6%, 10.8% and 13.1%, respectively, at March 31, 2025. The Company’s Tier 1 leverage ratio increased to 9.0% at June 30, 2025 compared to 8.6% at March 31, 2025.

    At June 30, 2025, all four capital ratios applicable to the Company were above regulatory minimum levels to be deemed “well capitalized” under current bank regulatory guidelines. The Company continues to believe that capital is adequate to support the risks inherent in the balance sheet, as well as growth requirements.

    The Board of Directors authorized a share repurchase program on June 20, 2025, through which the Company could repurchase up to 500,000 shares of its common stock. The Company repurchased 2,134 common shares during the second quarter of 2025.

    (1) Non-GAAP measure. See Appendix A for additional information.


    Investor Relations Contact:
    Neelesh Kalani
    Executive Vice President, Chief Financial Officer
    Phone (717) 510-7097

    FINANCIAL HIGHLIGHTS (Unaudited)    		              
                   
                   
      Three Months Ended   Six Months Ended
      June 30,   June 30,   June 30,   June 30,
    (In thousands)   2025       2024       2025       2024  
                   
    Profitability for the period:              
    Net interest income $ 49,512     $ 26,103     $ 98,273     $ 52,984  
    Provision for (Recovery of) credit losses – loans   209       812       (345 )     1,233  
    Recovery of credit losses – unfunded loan commitments   (100 )     —       (100 )     (123 )
    Noninterest income   12,915       7,172       24,539       13,802  
    Noninterest expenses   37,614       22,639       75,790       45,108  
    Income before income tax expense   24,704       9,824       47,467       20,568  
    Income tax expense   5,256       2,086       9,968       4,299  
    Net income available to common shareholders $ 19,448     $ 7,738     $ 37,499     $ 16,269  
                   
    Financial ratios:              
    Return on average assets (1)   1.45 %     0.97 %     1.40 %     1.04 %
    Return on average assets, adjusted (1) (2) (3)   1.51 %     1.09 %     1.48 %     1.14 %
    Return on average equity (1)   14.56 %     11.41 %     14.28 %     12.09 %
    Return on average equity, adjusted (1) (2) (3)   15.12 %     12.88 %     15.05 %     13.33 %
    Net interest margin (1)   4.07 %     3.54 %     4.04 %     3.65 %
    Efficiency ratio   60.3 %     68.0 %     61.7 %     67.5 %
    Efficiency ratio, adjusted (2) (3)   58.7 %     64.6 %     59.6 %     64.8 %
    Income per common share:              
    Basic $ 1.01     $ 0.74     $ 1.96     $ 1.57  
    Basic, adjusted (2) (3) $ 1.05     $ 0.84     $ 2.06     $ 1.73  
    Diluted $ 1.01     $ 0.73     $ 1.94     $ 1.55  
    Diluted, adjusted (2) (3) $ 1.04     $ 0.83     $ 2.04     $ 1.71  
                   
    Average equity to average assets   9.97 %     8.50 %     9.81 %     8.58 %
                   
    (1) Annualized for the three and six months ended June 30, 2025 and 2024.
    (2) Ratio has been adjusted for the non-recurring charges for all periods presented.
    (3) Non-GAAP based financial measure. Please refer to Appendix A – Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.
    FINANCIAL HIGHLIGHTS (Unaudited)      
    (continued)      
      June 30,   December 31,
    (Dollars in thousands, except per share amounts)   2025       2024  
    At period-end:      
    Total assets $ 5,387,645     $ 5,441,589  
    Loans, net of allowance for credit losses   3,883,481       3,882,525  
    Loans held-for-sale, at fair value   5,206       6,614  
    Securities available for sale, at fair value   885,373       829,711  
    Total deposits   4,516,625       4,623,096  
    FHLB advances and other borrowings and Securities sold under agreements to repurchase   166,381       141,227  
    Subordinated notes and trust preferred debt   69,021       68,680  
    Shareholders’ equity   548,448       516,682  
           
    Credit quality and capital ratios (1):      
    Allowance for credit losses to total loans   1.22 %     1.24 %
    Total nonaccrual loans to total loans   0.57 %     0.61 %
    Nonperforming assets to total assets   0.42 %     0.45 %
    Allowance for credit losses to nonaccrual loans   214 %     202 %
    Total risk-based capital:      
    Orrstown Financial Services, Inc.   13.3 %     12.4 %
    Orrstown Bank   13.3 %     12.4 %
    Tier 1 risk-based capital:      
    Orrstown Financial Services, Inc.   11.1 %     10.2 %
    Orrstown Bank   12.1 %     11.2 %
    Tier 1 common equity risk-based capital:      
    Orrstown Financial Services, Inc.   10.9 %     10.0 %
    Orrstown Bank   12.1 %     11.2 %
    Tier 1 leverage capital:      
    Orrstown Financial Services, Inc.   9.0 %     8.3 %
    Orrstown Bank   9.8 %     9.1 %
           
    Book value per common share $ 28.07     $ 26.65  
           
    (1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses (“CECL”) to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the CECL standard.
    ORRSTOWN FINANCIAL SERVICES, INC.      
    CONSOLIDATED BALANCE SHEETS (Unaudited)      
           
    (Dollars in thousands, except per share amounts) June 30, 2025   December 31, 2024
    Assets      
    Cash and due from banks $ 54,335     $ 51,026  
    Interest-bearing deposits with banks   95,042       197,848  
    Cash and cash equivalents   149,377       248,874  
    Restricted investments in bank stocks   21,204       20,232  
    Securities available for sale (amortized cost of $916,830 and $864,920 at June 30, 2025 and December 31, 2024, respectively)   885,373       829,711  
    Loans held for sale, at fair value   5,206       6,614  
    Loans   3,931,379       3,931,214  
    Less: Allowance for credit losses   (47,898 )     (48,689 )
    Net loans   3,883,481       3,882,525  
    Premises and equipment, net   51,703       50,217  
    Cash surrender value of life insurance   145,760       143,854  
    Goodwill   69,751       68,106  
    Other intangible assets, net   42,748       47,765  
    Accrued interest receivable   19,958       21,058  
    Deferred tax assets, net   36,683       42,647  
    Other assets   76,401       79,986  
    Total assets $ 5,387,645     $ 5,441,589  
           
    Liabilities      
    Deposits:      
    Noninterest-bearing $ 918,263     $ 894,176  
    Interest-bearing   3,598,362       3,728,920  
    Total deposits   4,516,625       4,623,096  
    Securities sold under agreements to repurchase and federal funds purchased   30,047       25,863  
    FHLB advances and other borrowings   136,334       115,364  
    Subordinated notes and trust preferred debt   69,021       68,680  
    Other liabilities   87,170       91,904  
    Total liabilities   4,839,197       4,924,907  
           
    Shareholders’ Equity      
    Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding   —       —  
    Common stock, no par value—$0.05205 stated value per share; 50,000,000 shares authorized; 19,713,126 shares issued and 19,535,835 outstanding at June 30, 2025; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024   1,026       1,027  
    Additional paid—in capital   422,349       423,274  
    Retained earnings   153,923       126,540  
    Accumulated other comprehensive loss   (24,479 )     (26,316 )
    Treasury stock— 177,291 and 332,673 shares, at cost at June 30, 2025 and December 31, 2024, respectively   (4,371 )     (7,843 )
    Total shareholders’ equity   548,448       516,682  
    Total liabilities and shareholders’ equity $ 5,387,645     $ 5,441,589  

    ORRSTOWN FINANCIAL SERVICES, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                     
        Three Months Ended   Six Months Ended
        June 30,   June 30,   June 30,   June 30,
    (Dollars in thousands, except per share amounts)     2025       2024       2025       2024  
    Interest income                
    Loans   $ 63,036     $ 35,537     $ 126,468     $ 71,770  
    Investment securities – taxable     9,406       4,999       18,350       9,583  
    Investment securities – tax-exempt     878       881       1,753       1,758  
    Short-term investments     1,513       1,864       3,781       2,820  
    Total interest income     74,833       43,281       150,352       85,931  
    Interest expense                
    Deposits     22,855       15,265       47,115       28,781  
    Securities sold under agreements to repurchase and federal funds purchased     106       27       190       52  
    FHLB advances and other borrowings     1,030       1,152       2,148       2,626  
    Subordinated notes and trust preferred debt     1,330       734       2,626       1,488  
    Total interest expense     25,321       17,178       52,079       32,947  
    Net interest income     49,512       26,103       98,273       52,984  
    Provision for (Recovery of) credit losses – loans     209       812       (345 )     1,233  
    Recovery of credit losses – unfunded loan commitments     (100 )     —       (100 )     (123 )
    Net interest income after provision for (recovery of) credit losses     49,403       25,291       98,718       51,874  
    Noninterest income                
    Service charges     2,630       1,283       5,025       2,483  
    Interchange income     1,441       961       2,868       1,872  
    Swap fee income     669       375       1,063       574  
    Wealth management income     5,267       3,312       10,682       6,414  
    Mortgage banking activities     478       369       780       827  
    Investment securities gains (losses)     8       (12 )     21       (17 )
    Other income     2,422       884       4,100       1,649  
    Total noninterest income     12,915       7,172       24,539       13,802  
    Noninterest expenses                
    Salaries and employee benefits     21,364       13,195       41,752       26,947  
    Occupancy, furniture and equipment     4,211       2,705       8,886       5,344  
    Data processing     965       1,237       1,889       2,502  
    Advertising and bank promotions     1,077       774       1,576       1,172  
    FDIC insurance     674       419       1,498       860  
    Professional services     2,016       801       3,842       1,432  
    Taxes other than income     295       49       1,237       543  
    Intangible asset amortization     2,472       215       5,007       440  
    Merger-related expenses     968       1,135       2,617       1,807  
    Restructuring expenses     —       —       91       —  
    Other operating expenses     3,572       2,109       7,395       4,061  
    Total noninterest expenses     37,614       22,639       75,790       45,108  
    Income before income tax expense     24,704       9,824       47,467       20,568  
    Income tax expense     5,256       2,086       9,968       4,299  
    Net income   $ 19,448     $ 7,738     $ 37,499     $ 16,269  
     
        Three Months Ended   Six Months Ended
        June 30,   June 30,   June 30,   June 30,
          2025       2024       2025       2024  
    Share information:                
    Basic earnings per share   $ 1.01     $ 0.74     $ 1.96     $ 1.57  
    Diluted earnings per share   $ 1.01     $ 0.73     $ 1.94     $ 1.55  
    Dividends paid per share   $ 0.26     $ 0.20     $ 0.52     $ 0.40  
    Weighted average shares – basic     19,173       10,393       19,165       10,371  
    Weighted average shares – diluted     19,342       10,553       19,335       10,517  

    ANALYSIS OF NET INTEREST INCOME    		        
    Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)    
      Three Months Ended
      6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    (In thousands)     Taxable-   Taxable-       Taxable-   Taxable-       Taxable-   Taxable-       Taxable-   Taxable-       Taxable-   Taxable-
    Average   Equivalent   Equivalent   Average   Equivalent   Equivalent   Average   Equivalent   Equivalent   Average   Equivalent   Equivalent   Average   Equivalent   Equivalent
    Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate
    Assets                                                          
    Federal funds sold & interest-bearing bank balances $ 136,106   $ 1,513     4.46%   $ 203,347   $ 2,268     4.52%   $ 199,236   $ 2,492     4.96%   $ 184,465   $ 2,452     5.29%   $ 142,868   $ 1,864     5.25%
    Investment securities (1)(2)   904,119     10,626     4.70     865,126     10,052     4.65     849,389     9,887     4.66     849,700     10,123     4.77     538,451     6,114     4.54
    Loans (1)(3)(4)(5)   3,894,979     63,246     6.52     3,909,694     63,641     6.59     3,961,269     68,073     6.82     3,989,259     70,849     7.07     2,324,942     35,690     6.17
    Total interest-earning assets   4,935,203     75,385     6.13     4,978,167     75,961     6.17     5,009,894     80,452     6.38     5,023,424     83,424     6.61     3,006,261     43,668     5.84
    Other assets   439,569             447,530             454,271             491,719             204,863        
    Total assets $ 5,374,772           $ 5,425,697           $ 5,464,165           $ 5,515,143           $ 3,211,124        
    Liabilities and Shareholders’ Equity                                                
    Interest-bearing demand deposits $ 2,463,687     13,880     2.26   $ 2,473,543     14,156     2.32   $ 2,522,885     15,575     2.45   $ 2,554,743     16,165     2.52   $ 1,649,753     10,118     2.47
    Savings deposits   269,309     165     0.25     273,313     165     0.25     272,718     166     0.24     283,337     148     0.21     165,467     140     0.34
    Time deposits   914,108     8,810     3.87     970,588     9,939     4.15     998,963     11,109     4.41     1,014,628     12,290     4.82     481,721     5,007     4.18
    Total interest-bearing deposits   3,647,104     22,855     2.51     3,717,444     24,260     2.65     3,794,566     26,850     2.81     3,852,708     28,603     2.95     2,296,941     15,265     2.67
    Securities sold under agreements to repurchase and federal funds purchased   25,917     106     1.64     26,163     84     1.30     21,572     67     1.23     23,075     96     1.66     13,412     27     0.81
    FHLB advances and other borrowings   104,068     1,030     3.97     112,859     1,118     4.02     115,373     1,165     4.01     115,388     1,154     3.98     115,000     1,152     4.03
    Subordinated notes and trust preferred debt   68,910     1,330     7.74     68,739     1,296     7.65     68,571     1,360     7.88     68,399     1,437     8.36     32,118     734     9.19
    Total interest-bearing liabilities   3,845,999     25,321     2.64     3,925,205     26,758     2.76     4,000,082     29,442     2.92     4,059,570     31,290     3.07     2,457,471     17,178     2.81
    Noninterest-bearing demand deposits   904,031             887,726             849,999             807,886             423,037        
    Other liabilities   89,058             89,077             97,685             110,017             57,828        
    Total liabilities   4,839,088             4,902,008             4,947,766             4,977,473             2,938,336        
    Shareholders’ equity   535,684             523,689             516,399             537,670             272,788        
    Total $ 5,374,772           $ 5,425,697           $ 5,464,165           $ 5,515,143           $ 3,211,124        
    Taxable-equivalent net interest income / net interest spread       50,064     3.49%         49,203     3.41%         51,010     3.46%         52,134     3.55%         26,490     3.02%
    Taxable-equivalent net interest margin         4.07%           4.00%           4.05%           4.14%           3.54%
    Taxable-equivalent adjustment       (552 )             (442 )             (437 )             (437 )             (387 )    
    Net interest income     $ 49,512             $ 48,761             $ 50,573             $ 51,697             $ 26,103      
    Ratio of average interest-earning assets to average interest-bearing liabilities         128%           127%           125%           124%           122%
                                                               
                                                               
    NOTES:                                                          
    (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
    (2) Average balance of investment securities is computed at fair value.
    (3) Average balances include nonaccrual loans.
    (4) Interest income on loans includes prepayment and late fees, where applicable.
    (5) Interest income on loans includes accretion on purchase accounting marks of $4.9 million, $6.6 million, $7.6 million, $7.3 million and $0.2 million for the three months ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, respectively.
    ANALYSIS OF NET INTEREST INCOME        
    Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)    
    (continued)                      
      Six Months Ended
      June 30, 2025   June 30, 2024
          Taxable-   Taxable-       Taxable-   Taxable-
      Average   Equivalent   Equivalent   Average   Equivalent   Equivalent
    (In thousands) Balance   Interest   Rate   Balance   Interest   Rate
    Assets                      
    Federal funds sold & interest-bearing bank balances $ 169,541   $ 3,781     4.50 %   $ 108,695   $ 2,820     5.22 %
    Investment securities (1)(2)   884,730     20,787     4.70       529,151     11,808     4.47  
    Loans (1)(3)(4)(5)(6)   3,902,295     126,883     6.56       2,316,522     72,072     6.25  
    Total interest-earning assets   4,956,566     151,451     6.15       2,954,368     86,700     5.90  
    Other assets   443,528             200,580        
    Total assets $ 5,400,094           $ 3,154,948        
    Liabilities and Shareholders’ Equity                      
    Interest-bearing demand deposits $ 2,468,589     28,036     2.29     $ 1,610,188     19,310     2.41  
    Savings deposits   271,104     330     0.25       167,736     284     0.34  
    Time deposits   942,387     18,749     4.01       455,082     9,187     4.06  
    Total interest-bearing deposits   3,682,080     47,115     2.58       2,233,006     28,781     2.59  
    Securities sold under agreements to repurchase and federal funds purchased   26,039     190     1.47       12,711     52     0.83  
    FHLB advances and other borrowings   108,439     2,148     3.99       126,253     2,626     4.18  
    Subordinated notes and trust preferred debt   68,825     2,626     7.69       32,109     1,488     9.32  
    Total interest-bearing liabilities   3,885,383     52,079     2.70       2,404,079     32,947     2.76  
    Noninterest-bearing demand deposits   895,924             420,253        
    Other liabilities   89,067             60,078        
    Total liabilities   4,870,374             2,884,410        
    Shareholders’ equity   529,720             270,538        
    Total liabilities and shareholders’ equity $ 5,400,094           $ 3,154,948        
    Taxable-equivalent net interest income / net interest spread       99,372     3.45 %         53,753     3.14 %
    Taxable-equivalent net interest margin         4.04 %           3.65 %
    Taxable-equivalent adjustment       (1,099 )             (769 )    
    Net interest income     $ 98,273             $ 52,984      
    Ratio of average interest-earning assets to average interest-bearing liabilities         128 %           123 %
                           
    NOTES TO ANALYSIS OF NET INTEREST INCOME:                
    (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
    (2) Average balance of investment securities is computed at fair value.
    (3) Average balances include nonaccrual loans.
    (4) Interest income on loans includes prepayment and late fees, where applicable.
    (5) Interest income on loans includes interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status for the six months ended June 30, 2024.
    (6) Interest income on loans includes accretion on purchase accounting marks of $11.5 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively.
    ORRSTOWN FINANCIAL SERVICES, INC.        
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)        
                       
    (In thousands) June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Profitability for the quarter:                  
    Net interest income $ 49,512     $ 48,761     $ 50,573     $ 51,697     $ 26,103  
    Provision for (Recovery of) credit losses   109       (554 )     1,755       13,681       812  
    Noninterest income   12,915       11,624       11,247       12,386       7,172  
    Noninterest expenses   37,614       38,176       42,930       60,299       22,639  
    Income (loss) before income taxes   24,704       22,763       17,135       (9,897 )     9,824  
    Income tax expense (benefit)   5,256       4,712       3,451       (1,994 )     2,086  
    Net income (loss) $ 19,448     $ 18,051     $ 13,684     $ (7,903 )   $ 7,738  
                       
    Financial ratios:                  
    Return on average assets (1)   1.45 %     1.35 %     1.00 %   (0.57)%     0.97 %
    Return on average assets, adjusted (1)(2)(3)   1.51 %     1.45 %     1.22 %     1.55 %     1.09 %
    Return on average equity (1)   14.56 %     13.98 %     10.54 %   (5.85)%     11.41 %
    Return on average equity, adjusted (1)(2)(3)   15.12 %     14.97 %     12.86 %     15.85 %     12.88 %
    Net interest margin (1)   4.07 %     4.00 %     4.05 %     4.14 %     3.54 %
    Efficiency ratio   60.3 %     63.2 %     69.4 %     94.1 %     68.0 %
    Efficiency ratio, adjusted (2)(3)   58.7 %     60.5 %     62.3 %     60.2 %     64.6 %
                       
    Per share information:                  
    Income (loss) per common share:                  
    Basic $ 1.01     $ 0.94     $ 0.72     $ (0.41 )   $ 0.74  
    Basic, adjusted (2)(3)   1.05       1.01       0.87       1.12       0.84  
    Diluted   1.01       0.93       0.71       (0.41 )     0.73  
    Diluted, adjusted (2)(3)   1.04       1.00       0.87       1.11       0.83  
    Book value   28.07       27.32       26.65       26.65       25.97  
    Tangible book value(3)   22.77       21.99       21.19       21.12       24.08  
    Average tangible common equity(3)   18.43       17.91       13.62       (6.49 )     12.35  
    Cash dividends paid   0.26       0.26       0.23       0.23       0.20  
                       
    Average basic shares   19,172       19,157       19,118       19,088       10,393  
    Average diluted shares   19,342       19,328       19,300       19,226       10,553  

    (1)     Annualized.
    (2) Ratio has been adjusted for non-recurring expenses for all periods presented.
    (3) Non-GAAP based financial measure. Please refer to Appendix A – Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.
     
    ORRSTOWN FINANCIAL SERVICES, INC.                
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)        
    (continued)                  
    (In thousands) June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Noninterest income:                  
    Service charges $ 2,630   $ 2,395   $ 2,050     $ 2,360   $ 1,283  
    Interchange income   1,441     1,427     1,608       1,779     961  
    Swap fee income   669     394     597       505     375  
    Wealth management income   5,267     5,415     4,902       5,037     3,312  
    Mortgage banking activities   478     302     517       491     369  
    Other income   2,422     1,678     1,578       1,943     884  
    Investment securities gains (losses)   8     13     (5 )     271     (12 )
    Total noninterest income $ 12,915   $ 11,624   $ 11,247     $ 12,386   $ 7,172  
                       
    Noninterest expenses:                  
    Salaries and employee benefits $ 21,364   $ 20,388   $ 22,444     $ 27,190   $ 13,195  
    Occupancy, furniture and equipment   4,211     4,675     4,893       4,333     2,705  
    Data processing   965     924     1,540       2,046     1,237  
    Advertising and bank promotions   1,077     499     878       537     774  
    FDIC insurance   674     824     955       862     419  
    Professional services   2,016     1,826     1,591       1,119     801  
    Taxes other than income   295     942     (312 )     503     49  
    Intangible asset amortization   2,472     2,535     2,838       2,464     215  
    Provision for legal settlement   —     —     478       —     —  
    Merger-related expenses   968     1,649     3,887       16,977     1,135  
    Restructuring expenses   —     91     39       257     —  
    Other operating expenses   3,572     3,823     3,699       4,011     2,109  
    Total noninterest expenses $ 37,614   $ 38,176   $ 42,930     $ 60,299   $ 22,639  
                       
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)            
    (continued)                  
    (In thousands) June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Balance Sheet at quarter end:                  
    Cash and cash equivalents $ 149,377     $ 287,120     $ 248,874     $ 236,780     $ 132,509  
    Restricted investments in bank stocks   21,204       19,693       20,232       20,247       11,147  
    Securities available for sale   885,373       855,456       829,711       826,828       529,082  
    Loans held for sale, at fair value   5,206       5,261       6,614       3,561       1,562  
    Loans:                  
    Commercial real estate:                  
    Owner occupied   622,315       617,854       633,567       622,726       371,301  
    Non-owner occupied   1,203,038       1,157,383       1,160,238       1,164,501       710,477  
    Multi-family   239,388       257,724       274,135       276,296       151,542  
    Non-owner occupied residential   163,018       168,354       179,512       190,786       89,156  
    Agricultural   124,291       134,916       125,156       129,486       25,551  
    Commercial and industrial   487,063       455,494       451,384       471,983       349,425  
    Acquisition and development:                  
    1-4 family residential construction   38,490       40,621       47,432       56,383       32,439  
    Commercial and land development   198,889       227,434       241,424       262,317       129,883  
    Municipal   28,693       30,780       30,044       27,960       10,594  
    Total commercial loans   3,105,185       3,090,560       3,142,892       3,202,438       1,870,368  
    Residential mortgage:                  
    First lien   472,030       464,642       460,297       451,195       271,153  
    Home equity – term   5,784       9,224       5,988       6,508       4,633  
    Home equity – lines of credit   305,968       295,820       303,561       303,165       192,736  
    Other – term(1)   25,384       —       —       —       —  
    Installment and other loans   17,028       15,739       18,476       18,131       8,713  
    Total loans   3,931,379       3,875,985       3,931,214       3,981,437       2,347,603  
    Allowance for credit losses   (47,898 )     (47,804 )     (48,689 )     (49,630 )     (29,864 )
    Net loans held for investment   3,883,481       3,828,181       3,882,525       3,931,807       2,317,739  
    Goodwill   69,751       68,106       68,106       70,655       18,724  
    Other intangible assets, net   42,748       45,230       47,765       46,144       1,974  
    Total assets   5,387,645       5,441,586       5,441,589       5,470,589       3,198,782  
    Total deposits   4,516,625       4,633,716       4,623,096       4,650,853       2,702,884  
    FHLB advances and other borrowings and Securities sold under agreements to repurchase   166,381       123,480       141,227       137,310       129,625  
    Subordinated notes and trust preferred debt   69,021       68,850       68,680       68,510       32,128  
    Total shareholders’ equity   548,448       532,936       516,682       516,206       278,376  
                       
    (1) Other – term includes property assessed clean energy (“PACE”) loans.
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)            
    (continued)                  
      June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Capital and credit quality measures(1):                  
    Total risk-based capital:                  
    Orrstown Financial Services, Inc.   13.3 %     13.1 %     12.4 %     12.4 %     13.3 %
    Orrstown Bank   13.3 %     13.0 %     12.4 %     12.2 %     13.1 %
    Tier 1 risk-based capital:                  
    Orrstown Financial Services, Inc.   11.1 %     10.8 %     10.2 %     10.0 %     11.1 %
    Orrstown Bank   12.1 %     11.9 %     11.2 %     11.0 %     12.0 %
    Tier 1 common equity risk-based capital:                  
    Orrstown Financial Services, Inc.   10.9 %     10.6 %     10.0 %     9.8 %     11.1 %
    Orrstown Bank   12.1 %     11.9 %     11.2 %     11.0 %     12.0 %
    Tier 1 leverage capital:                  
    Orrstown Financial Services, Inc.   9.0 %     8.6 %     8.3 %     8.0 %     8.9 %
    Orrstown Bank   9.8 %     9.5 %     9.1 %     8.8 %     9.5 %
                       
    Average equity to average assets   9.97 %     9.65 %     9.45 %     9.75 %     8.50 %
    Allowance for credit losses to total loans   1.22 %     1.23 %     1.24 %     1.25 %     1.27 %
    Total nonaccrual loans to total loans   0.57 %     0.59 %     0.61 %     0.68 %     0.36 %
    Nonperforming assets to total assets   0.42 %     0.42 %     0.45 %     0.49 %     0.26 %
    Allowance for credit losses to nonaccrual loans   214 %     210 %     202 %     184 %     357 %
                       
    Other information:                  
    Net charge-offs $ 115     $ 331     $ 3,002     $ 269     $ 113  
    Classified loans   65,754       76,211       88,628       105,465       48,722  
    Nonperforming and other risk assets:                  
    Nonaccrual loans   22,423       22,727       24,111       26,927       8,363  
    Other real estate owned   —       138       138       138       —  
    Total nonperforming assets   22,423       22,865       24,249       27,065       8,363  
    Financial difficulty modifications still accruing   5,759       5,127       4,897       9,497       —  
    Loans past due 90 days or more and still accruing   1,312       400       641       337       187  
    Total nonperforming and other risk assets $ 29,494     $ 28,392     $ 29,787     $ 36,899     $ 8,550  
    (1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses (“CECL”) to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard.

    Appendix A- Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations

    Management believes providing certain other “non-GAAP” financial information will assist investors in their understanding of the effect on recent financial results from non-recurring charges.

    As a result of acquisitions, the Company has intangible assets consisting of goodwill, core deposit and other intangible assets, which totaled $112.5 million and $115.9 million at June 30, 2025 and December 31, 2024, respectively. In addition, during the three months ended June 30, 2025, March, 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, the Company incurred $1.0 million, $1.6 million, $3.9 million, $17.0 million and $1.1 million in merger-related expenses, respectively. During the three months ended December 31, 2024 and September 30, 2024, the Company incurred other non-recurring charges totaling $0.5 million and $20.2 million, respectively.

    Tangible book value per common share, tangible common equity and the impact of the non-recurring expenses on net income and associated ratios, as used by the Company in this earnings release, are determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). While we believe this information is a useful supplement to GAAP based measures presented in this earnings release, readers are cautioned that this non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results and financial condition as reported under GAAP, nor are such measures necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to be determined in accordance with GAAP.

    The following tables present the computation of each non-GAAP based measure:

    (In thousands)

    Tangible Book Value per Common Share   June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Shareholders’ equity (most directly comparable GAAP-based measure)   $ 548,448     $ 532,936     $ 516,682     $ 516,206     $ 278,376  
    Less: Goodwill     69,751       68,106       68,106       70,655       18,724  
    Other intangible assets     42,748       45,230       47,765       46,144       1,974  
    Related tax effect     (8,977 )     (9,498 )     (10,031 )     (9,690 )     (415 )
    Tangible common equity (non-GAAP)   $ 444,926     $ 429,098     $ 410,842     $ 409,097     $ 258,093  
                         
    Common shares outstanding     19,536       19,510       19,390       19,373       10,720  
                         
    Book value per share (most directly comparable GAAP-based measure)   $ 28.07     $ 27.32     $ 26.65     $ 26.65     $ 25.97  
    Intangible assets per share     5.30       5.33       5.46       5.53       1.89  
    Tangible book value per share (non-GAAP)   $ 22.77     $ 21.99     $ 21.19     $ 21.12     $ 24.08  
                         
    Return on Average Common Equity   June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Average shareholders’ equity   $ 535,684     $ 523,689     $ 516,399     $ 537,670   $ 272,788  
    Less: Average goodwill     68,126       68,106       71,477       36,034     18,724  
    Less: Average other intangible assets, gross     44,304       46,864       45,319       17,393     2,105  
    Average tangible equity   $ 423,254     $ 408,719     $ 399,603     $ 484,243   $ 251,959  
    Return on average tangible equity     18.43 %     17.91 %     13.62 %   (6.49)%     12.35 %
                         
    (In thousands) Three Months Ended   Six Months Ended
    Adjusted Ratios for Non-recurring Charges June 30,
    2025    		   March 31, 2025   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   June 30,
    2025    		     June 30,
    2024
    Net income (loss) (A) – most directly comparable GAAP-based measure $ 19,448     $ 18,051     $ 13,684     $ (7,903 )   $ 7,738     $ 37,499       $ 16,269  
    Plus: Merger-related expenses (B)   968       1,649       3,887       16,977       1,135       2,617         1,807  
    Plus: Executive retirement expenses (B)   —       —       35       4,758       —       —         —  
    Plus: Provision for credit losses on non-PCD loans (B)   —       —       —       15,504       —       —         —  
    Plus: Provision for legal settlement (B)   —       —       478       —       —       —         —  
    Less: Related tax effect (C)   (221 )     (368 )     (1,386 )     (7,915 )     (139 )     (590 )       (140 )
    Adjusted net income (D=A+B-C) – Non-GAAP $ 20,195     $ 19,332     $ 16,698     $ 21,421     $ 8,734     $ 39,526       $ 17,936  
                                 
    Average assets (E) $ 5,374,772     $ 5,425,697     $ 5,464,165     $ 5,515,143     $ 3,211,124     $ 5,400,094       $ 3,154,948  
    Return on average assets (= A / E) – most directly comparable GAAP-based measure (1)   1.45 %     1.35 %     1.00 %   (0.57)%     0.97 %     1.40 %       1.04 %
    Return on average assets, adjusted (= D / E) – Non-GAAP (1)   1.51 %     1.45 %     1.22 %     1.55 %     1.09 %     1.48 %       1.14 %
                                 
    Average equity (F) $ 535,684     $ 523,689     $ 516,399     $ 537,670     $ 272,788     $ 529,720       $ 270,538  
    Return on average equity (= A / F) – most directly comparable GAAP-based measure (1)   14.56 %     13.98 %     10.54 %   (5.85)%     11.41 %     14.28 %       12.09 %
    Return on average equity, adjusted (= D / F) – Non-GAAP (1)   15.12 %     14.97 %     12.86 %     15.85 %     12.88 %     15.05 %       13.33 %
                                 
    Weighted average shares – basic (G) – most directly comparable GAAP-based measure   19,173       19,157       19,118       19,088       10,393       19,165         10,371  
    Basic earnings (loss) per share (= A / G) – most directly comparable GAAP-based measure $ 1.01     $ 0.94     $ 0.72     $ (0.41 )   $ 0.74     $ 1.96       $ 1.57  
    Basic earnings per share, adjusted (= D / G) – Non-GAAP $ 1.05     $ 1.01     $ 0.87     $ 1.12     $ 0.84     $ 2.06       $ 1.73  
                                 
    Weighted average shares – diluted (H) – most directly comparable GAAP-based measure   19,342       19,328       19,300       19,226       10,553       19,335         10,517  
    Diluted earnings (loss) per share (= A / H) – most directly comparable GAAP-based measure $ 1.01     $ 0.93     $ 0.71     $ (0.41 )   $ 0.73     $ 1.94       $ 1.55  
    Diluted earnings per share, adjusted (= D / H) – Non-GAAP $ 1.04     $ 1.00     $ 0.87     $ 1.11     $ 0.83     $ 2.04       $ 1.71  
                                 
    (1) Annualized                            
      Three Months Ended   Six Months Ended
      June 30,
    2025    		   March 31, 2025   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   June 30,
    2025    		     June 30,
    2024
    Noninterest expense (I) – most directly comparable GAAP-based measure $ 37,614     $ 38,176     $ 42,930     $ 60,299     $ 22,639     $ 75,790       $ 45,108  
    Less: Merger-related expenses (B)   (968 )     (1,649 )     (3,887 )     (16,977 )     (1,135 )     (2,617 )       (1,807 )
    Less: Executive retirement expenses (B)   —       —       (35 )     (4,758 )     —       —         —  
    Less: Provision for legal settlement (B)   —       —       (478 )     —       —       —         —  
    Adjusted noninterest expense (J = I – B) – Non-GAAP $ 36,646     $ 36,527     $ 38,531     $ 38,564     $ 21,504     $ 73,173       $ 43,301  
                                 
    Net interest income (K) $ 49,512     $ 48,761     $ 50,573     $ 51,697     $ 26,103     $ 98,273       $ 52,984  
    Noninterest income (L)   12,915       11,624       11,247       12,386       7,172       24,539         13,802  
    Total operating income (M = K + L) $ 62,427     $ 60,385     $ 61,820     $ 64,083     $ 33,275     $ 122,812       $ 66,786  
                                 
    Efficiency ratio (= I / M) – most directly comparable GAAP-based measure   60.3 %     63.2 %     69.4 %     94.1 %     68.0 %     61.7 %       67.5 %
    Efficiency ratio, adjusted (= J / M) – Non-GAAP   58.7 %     60.5 %     62.3 %     60.2 %     64.6 %     59.6 %       64.8 %
                                 
    (1) Annualized                            

    Appendix B- Investment Portfolio Concentrations

    The following table summarizes the credit ratings and collateral associated with the Company’s investment security portfolio, excluding equity securities, at June 30, 2025:

    (In thousands)

    Sector Portfolio Mix   Amortized Book   Fair Value   Credit Enhancement   AAA   AA   A   BBB   BB   NR   Collateral / Guarantee Type
    Unsecured ABS — %   $ 2,827   $ 2,673   28 %   — %   — %   — %   — %   — %   100 %   Unsecured Consumer Debt
    Student Loan ABS —       3,577     3,576   28     —     —     —     —     —     100     Seasoned Student Loans
    Federal Family Education Loan ABS 8       75,724     74,828   11     —     47     33     7     13     —     Federal Family Education Loan (1)
    PACE Loan ABS —       1,912     1,702   7     100     —     —     —     —     —     PACE Loans (2)
    Non-Agency CMBS 3       24,012     24,027   24     —     —     —     —     —     100      
    Non-Agency RMBS 2       15,936     14,596   16     100     —     —     —     —     —     Reverse Mortgages (3)
    Municipal – General Obligation 11       100,035     90,241       16     77     7     —     —     —      
    Municipal – Revenue 13       120,446     105,710       —     82     12     —     —     6      
    SBA ReRemic (5) —       1,904     1,890       —     100     —     —     —     —     SBA Guarantee (4)
    Small Business Administration 1       5,156     5,275       —     100     —     —     —     —     SBA Guarantee (4)
    Agency MBS 22       198,876     197,965       —     100     —     —     —     —     Residential Mortgages (4)
    Agency CMO 38       344,233     342,057       —     100     —     —     —     —      
    U.S. Treasury securities 2       20,036     18,641       —     100     —     —     —     —     U.S. Government Guarantee (4)
    Corporate bonds —       1,941     1,977       —     —     52     48     —     —      
      100 %   $ 916,615   $ 885,158       4 %   85 %   5 %   1 %   1 %   4 %    
                                               
    (1) 97% guaranteed by U.S. government
    (2) PACE acronym represents Property Assessed Clean Energy loans
    (3) Non-agency reverse mortgages with current structural credit enhancements
    (4) Guaranteed by U.S. government or U.S. government agencies
    (5) SBA ReRemic acronym represents Re-Securitization of Real Estate Mortgage Investment Conduits
                                               
    Note: Ratings in table are the lowest of the six rating agencies (Standard & Poor’s, Moody’s, Fitch, Morningstar, DBRS and Kroll Bond Rating Agency). Standard & Poor’s rates U.S. government obligations at AA+.

    About the Company

    With $5.4 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and York Counties, Pennsylvania and Anne Arundel, Baltimore, Harford, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company’s lending area also includes counties in Pennsylvania, Maryland, Delaware, Virginia and West Virginia within a 75-mile radius of the Company’s executive and administrative offices as well as the District of Columbia. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown Financial Services, Inc.’s common stock is traded on Nasdaq (ORRF). For more information about Orrstown Financial Services, Inc. and Orrstown Bank, visit www.orrstown.com.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements reflect the current views of the Company’s management with respect to, among other things, future events and the Company’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates, predictions or projections about events or the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements and there can be no assurances that the Company will achieve the desired level of new business development and new loans, growth in the balance sheet and fee-based revenue lines of business, cost savings initiatives and continued reductions in risk assets or mitigation of losses in the future. Factors which could cause the actual results to differ from those expressed or implied by the forward-looking statements include, but are not limited to, the following: interest rate changes or volatility; general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; ineffectiveness of the Company’s strategic growth plan due to changes in current or future market conditions; the effects of competition and how it may impact our community banking model, including industry consolidation and development of competing financial products and services; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in, and evolving interpretations of, existing and future laws and regulations; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatility in the securities markets; the demand for our products and services; deteriorating economic conditions; geopolitical tensions; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; expenses associated with litigation and legal proceedings; the possibility that the anticipated benefits of the merger with Codorus Valley Bancorp are not realized when expected or at all; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2024 under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in subsequent filings made with the Securities and Exchange Commission.

    The foregoing list of factors is not exhaustive. If one or more events related to these or other risks or uncertainties materializes, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company disclaims any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for the Company to predict those events or how they may affect it. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company’s behalf may issue.

    The review period for subsequent events extends up to and includes the filing date of a public company’s financial statements, when filed with the Securities and Exchange Commission. Accordingly, the consolidated financial information presented in this announcement is subject to change. Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only and are not forecasts and may not reflect actual results.

    The MIL Network –

  • MIL-OSI: Sachem Capital Sets Dates for Second Quarter 2025 Earnings Release and Conference Call

    Source: GlobeNewswire (MIL-OSI)

    BRANFORD, Conn., July 22, 2025 (GLOBE NEWSWIRE) — Sachem Capital Corp. (NYSE American: SACH) (the “Company”) announced today that the Company will release its second quarter 2025 financial results before market open on Tuesday, August 5, 2025. A webcast and conference call to discuss the results will be held on Tuesday, August 5, 2025, at 8:00 a.m. Eastern Time.

    Webcast:
    A webcast of the conference call will be available on the Investors section of the Company’s website www.sachemcapitalcorp.com. To listen to the live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register and install any necessary audio software.

    To Participate in the Telephone Conference Call:
    Dial in at least 15 minutes prior to the start time.

    Domestic: 1-844-825-9789
    International: 1-412-317-5180

    Conference Call Playback:
    Domestic: 1-844-512-2921
    International: 1-412-317-6671
    Passcode: 10201468
    The playback can be accessed through Tuesday, August 19, 2025

    About Sachem Capital Corp.
    Sachem Capital Corp. is a mortgage REIT that specializes in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property. It offers short-term (i.e., three years or less) secured, nonbanking loans to real estate investors to fund their acquisition, renovation, development, rehabilitation, or improvement of properties. The Company’s primary underwriting criteria is a conservative loan to value ratio. The properties securing the loans are generally classified as residential or commercial real estate and, typically, are held for investment. Each loan is secured by a first mortgage lien on real estate and is personally guaranteed by the principal(s) of the borrower. The Company also makes opportunistic real estate purchases apart from its lending activities.

    Contact:
    Sachem Capital
    Investor Relations
    Email: investors@sachemcapitalcorp.com

    The MIL Network –

  • MIL-OSI: Onity Group Schedules Conference Call – Second Quarter 2025 Results and Business Update

    Source: GlobeNewswire (MIL-OSI)

    WEST PALM BEACH, Fla., July 22, 2025 (GLOBE NEWSWIRE) — Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”) today announced that it will hold a conference call on Tuesday, August 5, 2025 at 8:30 a.m. (ET) to review the Company’s second quarter 2025 operating results and provide a business update.

    All interested parties are welcome to participate. You can access the conference call by dialing (800) 245-3047 or (203) 518-9765 approximately 10 minutes prior to the call; please reference the conference ID “Onity.” Participants can also access the conference call through a live audio webcast available from the Shareholder Relations page at onitygroup.com under Events and Presentations.

    An investor presentation will accompany the conference call and be available by visiting the Shareholder Relations page at onitygroup.com prior to the call.

    A replay of the conference call will be available via the website approximately two hours after the conclusion of the call. A telephonic replay will also be available approximately three hours following the call’s completion through August 19, 2025, by dialing (844) 512-2921 or (412) 317-6671; please reference access code 11159308.

    About Onity Group

    Onity Group Inc. (NYSE: ONIT) is a leading non-bank financial services company providing mortgage servicing and originations solutions through its primary brands, PHH Mortgage and Liberty Reverse Mortgage. PHH Mortgage is one of the largest servicers in the country, focused on delivering a variety of servicing and lending programs to consumers and business clients. Liberty is one of the nation’s largest reverse mortgage lenders dedicated to providing loans that help customers meet their personal and financial needs. We are headquartered in West Palm Beach, Florida, with offices and operations in the United States, the U.S. Virgin Islands, India and the Philippines, and have been serving our customers since 1988. For additional information, please visit onitygroup.com.

    For Further Information Contact:

    Investors:
    Valerie Haertel, VP, Investor Relations
    (561) 570-2969
    shareholderrelations@onitygroup.com

    Media:
    Dico Akseraylian, SVP, Corporate Communications
    (856) 917-0066
    mediarelations@onitygroup.com

    The MIL Network –

  • MIL-OSI: BlackLine Announces Date for Second Quarter 2025 Earnings Release and Conference Call

    Source: GlobeNewswire (MIL-OSI)

    LOS ANGELES, July 22, 2025 (GLOBE NEWSWIRE) — BlackLine, Inc. (Nasdaq: BL) announced today that it will release financial results for the second quarter ended June 30, 2025 after market close on Tuesday, August 5, 2025 followed by a conference call hosted by management at 2:00 p.m. PT / 5:00 p.m. ET. A live webcast and replay will be accessible on BlackLine’s investor relations website at https://investors.blackline.com/. To access the conference call by phone, please register here, and dial-in details will be provided. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time.

    About BlackLine

    BlackLine (Nasdaq: BL), the future-ready platform for the Office of the CFO, drives digital finance transformation by empowering organizations with accurate, efficient, and intelligent financial operations.

    BlackLine’s comprehensive platform addresses mission-critical processes, including record-to-report and invoice-to-cash, enabling unified and accurate data, streamlined and optimized processes, and real-time insight through visibility, automation, and AI. BlackLine’s proven, collaborative approach ensures continuous transformation, delivering immediate impact and sustained value. With a proven track record of innovation, industry-leading R&D investment, and world-class security practices, more than 4,400 customers across multiple industries partner with BlackLine to lead their organizations into the future.

    For more information, please visit blackline.com.

    Investor Relations Contact:
    Matt Humphries, CFA
    matt.humphries@blackline.com

    The MIL Network –

  • MIL-OSI: Range Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    FORT WORTH, Texas, July 22, 2025 (GLOBE NEWSWIRE) — RANGE RESOURCES CORPORATION (NYSE: RRC) today announced its second quarter 2025 financial results.

    Second Quarter 2025 Highlights –

    • Cash flow from operating activities of $336 million
    • Cash flow from operations, before working capital changes, of $301 million
    • Repurchased $53 million of shares, paid $21 million in dividends, and reduced net debt to $1.2 billion
    • Capital spending was $154 million, approximately 23% of the annual 2025 budget
    • Realized price, including hedges, was $3.49 per mcfe
    • Natural gas differential, including basis hedging, of ($0.50) per mcf to NYMEX
    • Pre-hedge NGL realizations of $23.73 per barrel – a premium of $0.61 over Mont Belvieu equivalent
    • Production averaged 2.20 Bcfe per day, approximately 68% natural gas
    • Improved 2025 production guidance and increased expected lateral footage in year-end inventory, while lowering 2025 capital due to operational efficiencies.

    Commenting on the results, Dennis Degner, the Company’s CEO said, “This year is off to a great start with another quarter of efficiency gains and consistent well performance driving strong free cash flow and building operational momentum. Our strong financial results supported $74 million in share repurchases and dividends, while lowering net debt to $1.2 billion. We believe Range is well positioned to benefit as in-basin demand opportunities materialize alongside a global call on natural gas. Range is one of the few producers in Appalachia with sufficient high-quality inventory to support the required growth in baseload supply. Further, Range’s continued efficiencies are supported by our countercyclical investments in drilled inventory over the last 18 months and consistent well results. Importantly, we intend to help meet future demand increases while also returning significant capital to shareholders.”

    Financial Discussion

    Except for generally accepted accounting principles (“GAAP”) reported amounts, specific expense categories exclude non-cash impairments, unrealized mark-to-market adjustment on derivatives, non-cash stock compensation and other items shown separately on the attached tables. “Unit costs” as used in this release are composed of direct operating, transportation, gathering, processing and compression, taxes other than income, general and administrative, interest and depletion, depreciation and amortization costs divided by production. See “Non-GAAP Financial Measures” for a definition of non-GAAP financial measures and the accompanying tables that reconcile each non-GAAP measure to its most directly comparable GAAP financial measure.

    Second Quarter 2025 Results

    GAAP revenues and other income for second quarter 2025 totaled $856 million, GAAP net cash provided from operating activities (including changes in working capital) was $336 million, and GAAP net income was $238 million ($0.99 per diluted share).  Second quarter earnings results include a $155 million mark-to-market derivative gain due to decreases in commodity prices.

    Cash flow from operations before changes in working capital, a non-GAAP measure, was $301 million.  Adjusted net income comparable to analysts’ estimates, a non-GAAP measure, was $158 million ($0.66 per diluted share) in second quarter 2025.

    The following table details Range’s second quarter 2025 unit costs per mcfe(a):

    Expenses   2Q 2025
    (per mcfe)    		   2Q 2024
    (per mcfe)    		   Increase (Decrease)
                 
    Direct operating(a)   $ 0.11   $ 0.11   0 %
    Transportation, gathering, processing and compression(a)     1.52     1.44   6 %
    Taxes other than income     0.04     0.03   33 %
    General and administrative(a)     0.16     0.16   0 %
    Interest expense(a)     0.13     0.14   (7 %)
    Total cash unit costs(b)          1.97     1.88   5 %
    Depletion, depreciation and amortization (DD&A)     0.46     0.45            2 %
    Total unit costs plus DD&A(b)   $ 2.43   $ 2.33   4 %

    (a) Excludes stock-based compensation, one-time settlements, and amortization of deferred financing costs.
    (b) Totals may not be exact due to rounding.

    The following table details Range’s average production and realized pricing for second quarter 2025(a):

      2Q25 Production & Realized Pricing
        Natural Gas
    (mcf)    		   Oil (bbl)   NGLs
    (bbl)    		   Natural Gas
    Equivalent (mcfe)
           
                     
    Net production per day     1,497,771       6,382       110,209     2,197,321
                     
    Average NYMEX price   $ 3.44     $ 63.72     $ 23.12    
    Differential, including basis hedging     (0.50 )     (10.95 )        0.61    
    Realized prices before NYMEX hedges     2.94       52.77       23.73     3.35
    Settled NYMEX hedges     0.19       1.45       0.15     0.14
    Average realized prices after hedges   $ 3.13     $ 54.22     $ 23.88   $ 3.49

    (a) Totals may not be exact due to rounding

    Second quarter 2025 natural gas, NGLs and oil price realizations (including the impact of cash-settled hedges and derivative settlements) averaged $3.49 per mcfe.

    • The average natural gas price, including the impact of basis hedging, was $2.94 per mcf, or a ($0.50) per mcf differential to NYMEX. Range continues to expect its 2025 natural gas differential to average ($0.40) to ($0.48) relative to NYMEX.
    • Range’s pre-hedge NGL price during the quarter was $23.73 per barrel, approximately $0.61 above the Mont Belvieu weighted equivalent. Range is improving its expected 2025 NGL differential to average +$0.40 to +$1.25 relative to a Mont Belvieu equivalent barrel.
    • Crude oil and condensate price realizations, before realized hedges, averaged $52.77 per barrel, or $10.95 below WTI (West Texas Intermediate). Range continues to expect its 2025 condensate differential to average ($10.00) to ($15.00) relative to NYMEX.

    Repurchase Activity and Financial Position

    During the second quarter, Range repurchased 1,453,438 shares at an average price of approximately $36.35 per share. As of June 30, 2025, the Company had approximately $900 million of availability under the share repurchase program.

    In May 2025, Range paid off the remaining principal balance of its 4.875% senior notes due 2025 at par by utilizing cash on hand and by borrowing on the bank credit facility. As of June 30, 2025, Range had net debt outstanding of approximately $1.22 billion, consisting of $1.1 billion of senior notes, $125 million on the facility, and $0.1 million in cash.

    Capital Expenditures and Operational Activity

    Second quarter 2025 drilling and completion expenditures were $136 million. In addition, during the quarter, approximately $11 million was invested in acreage, and $7 million was invested in infrastructure, pneumatic devices, and other investments. Year-to-date capital investments of $301 million are approximately $10 million below plan as a result of operational efficiencies. As a result, Range is lowering the high-end of its 2025 capital guide to $680 million.

    During the quarter, Range drilled ~285,000 lateral feet across 20 wells, while turning to sales ~156,000 lateral feet across 12 wells. The added inventory of drilled but not completed laterals places Range on track to exit 2025 with greater than 400,000 lateral feet of growth inventory to support future development.

    The table below summarizes expected 2025 activity plans regarding the number of wells to sales in each area.

          Wells TIL
    1H 2025    		   Remaining
    2025    		   2025
    Planned TIL
    SW PA Super-Rich     5   3   8
    SW PA Wet     17   12   29
    SW PA Dry     0   5   5
    NE PA Dry     0   4   4
    Total Wells     22   24   46
                   

    Guidance – 2025

    Updated Capital & Production Guidance

    Range’s 2025 all-in capital budget is now $650 million – $680 million, improved from prior guidance of $650 million – $690 million. Annual production is now expected to be approximately 2.225 Bcfe per day in 2025, updated from prior guidance of ~2.2 Bcfe per day. Liquids are expected to be over 30% of production.

    Updated Full Year 2025 Expense Guidance

      Updated Guidance   Prior Guidance
    Direct operating expense: $0.12 – $0.13 per mcfe   $0.12 – $0.14 per mcfe
    Transportation, gathering, processing and compression expense: $1.50 – $1.55 per mcfe   $1.50 – $1.55 per mcfe
    Taxes other than income: $0.03 – $0.04 per mcfe   $0.03 – $0.04 per mcfe
    Exploration expense: $24 – $28 million   $24 – $28 million
    G&A expense: $0.17 – $0.18 per mcfe   $0.17 – $0.19 per mcfe
    Net Interest expense: $0.12 – $0.13 per mcfe   $0.12 – $0.13 per mcfe
    DD&A expense: $0.45 – $0.46 per mcfe   $0.45 – $0.46 per mcfe
    Net brokered gas marketing expense: $8 – $12 million   $8 – $12 million
           

    Updated Full Year 2025 Price Guidance

    Based on recent market indications, Range expects to average the following price differentials for its production in 2025.

      Updated Guidance   Prior Guidance
    FY 2025 Natural Gas:(1) NYMEX minus $0.40 to $0.48   NYMEX minus $0.40 to $0.48
    FY 2025 Natural Gas Liquids:(2) MB plus $0.40 to $1.25 per barrel   MB plus $0.25 to $1.25 per barrel
    FY 2025 Oil/Condensate: WTI minus $10.00 to $15.00   WTI minus $10.00 to $15.00

    (1) Including basis hedging
    (2) Mont Belvieu-equivalent pricing based on weighting of 53% ethane, 27% propane, 8% normal butane, 4% iso-butane and 8% natural gasoline.

    Hedging Status

    Range hedges portions of its expected future production volumes to increase the predictability of cash flow and maintain a strong, flexible financial position. Please see the detailed hedging schedule posted on the Range website under Investor Relations – Financial Information.

    Range has also hedged basis across the Company’s numerous natural gas sales points to limit volatility between benchmark and regional prices. The combined fair value of natural gas basis hedges as of June 30, 2025, was a net gain of $19.9 million.

    Conference Call Information

    A conference call to review the financial results is scheduled on Wednesday, July 23 at 8:00 AM Central Time (9:00 AM Eastern Time). Please click here to pre-register for the conference call and obtain a dial in number with passcode.

    A simultaneous webcast of the call may be accessed at www.rangeresources.com. The webcast will be archived for replay on the Company’s website until August 23rd.

    Non-GAAP Financial Measures

    To supplement the presentation of its financial results prepared in accordance with generally accepted accounting principles (GAAP), the Company’s earnings press release contains certain financial measures that are not presented in accordance with GAAP. Management believes certain non-GAAP measures may provide financial statement users with meaningful supplemental information for comparisons within the industry. These non-GAAP financial measures may include, but are not limited to Net Income, excluding certain items, Cash flow from operations before changes in working capital, realized prices, Net debt and Cash margin.

    Adjusted net income comparable to analysts’ estimates as set forth in this release represents income or loss from operations before income taxes adjusted for certain non-cash items (detailed in the accompanying table) less income taxes. We believe adjusted net income comparable to analysts’ estimates is calculated on the same basis as analysts’ estimates and that many investors use this published research in making investment decisions and evaluating operational trends of the Company and its performance relative to other oil and gas producing companies. Diluted earnings per share (adjusted) as set forth in this release represents adjusted net income comparable to analysts’ estimates on a diluted per share basis. A table is included which reconciles income or loss from operations to adjusted net income comparable to analysts’ estimates and diluted earnings per share (adjusted). On its website, the Company provides additional comparative information on prior periods.

    Cash flow from operations before changes in working capital represents net cash provided by operations before changes in working capital and exploration expense adjusted for certain non-cash compensation items. Cash flow from operations before changes in working capital (sometimes referred to as “adjusted cash flow”) is widely accepted by the investment community as a financial indicator of an oil and gas company’s ability to generate cash to internally fund exploration and development activities and to service debt. Cash flow from operations before changes in working capital is also useful because it is widely used by professional research analysts in valuing, comparing, rating and providing investment recommendations of companies in the oil and gas exploration and production industry. In turn, many investors use this published research in making investment decisions. Cash flow from operations before changes in working capital is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operations, investing, or financing activities as an indicator of cash flows, or as a measure of liquidity. A table is included which reconciles net cash provided by operations to cash flow from operations before changes in working capital as used in this release. On its website, the Company provides additional comparative information on prior periods for cash flow, cash margins and non-GAAP earnings as used in this release.

    The cash prices realized for oil and natural gas production, including the amounts realized on cash-settled derivatives and net of transportation, gathering, processing and compression expense, is a critical component in the Company’s performance tracked by investors and professional research analysts in valuing, comparing, rating and providing investment recommendations and forecasts of companies in the oil and gas exploration and production industry. In turn, many investors use this published research in making investment decisions. Due to the GAAP disclosures of various derivative transactions and third-party transportation, gathering, processing and compression expense, such information is now reported in various lines of the income statement. The Company believes that it is important to furnish a table reflecting the details of the various components of each income statement line to better inform the reader of the details of each amount and provide a summary of the realized cash-settled amounts and third-party transportation, gathering, processing and compression expense, which were historically reported as natural gas, NGLs and oil sales. This information is intended to bridge the gap between various readers’ understanding and fully disclose the information needed.

    Net debt is calculated as total debt less cash and cash equivalents. The Company believes this measure is helpful to investors and industry analysts who utilize Net debt for comparative purposes across the industry.

    The Company discloses in this release the detailed components of many of the single line items shown in the GAAP financial statements included in the Company’s Annual or Quarterly Reports on Form 10-K or 10-Q. The Company believes that it is important to furnish this detail of the various components comprising each line of the Statements of Operations to better inform the reader of the details of each amount, the changes between periods and the effect on its financial results.
      
    We believe that the presentation of PV10 value of our proved reserves is a relevant and useful metric for our investors as supplemental disclosure to the standardized measure, or after-tax amount, because it presents the discounted future net cash flows attributable to our proved reserves before taking into account future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each company, PV10 is based on prices and discount factors that are consistent for all companies. Because of this, PV10 can be used within the industry and by credit and security analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis.

    RANGE RESOURCES CORPORATION (NYSE: RRC) is a leading U.S. independent natural gas and NGL producer with operations focused in the Appalachian Basin. The Company is headquartered in Fort Worth, Texas.  More information about Range can be found at www.rangeresources.com.

    Included within this release are certain “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that are not limited to historical facts, but reflect Range’s current beliefs, expectations or intentions regarding future events.  Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “outlook”, “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements.

    All statements, except for statements of historical fact, made within regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as those regarding future well costs, expected asset sales, well productivity, future liquidity and financial resilience, anticipated exports and related financial impact, NGL market supply and demand, future commodity fundamentals and pricing, future capital efficiencies, future shareholder value, emerging plays, capital spending, anticipated drilling and completion activity, acreage prospectivity, expected pipeline utilization and future guidance information, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and Range’s future performance are subject to a wide range of business risks and uncertainties and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements. Further information on risks and uncertainties is available in Range’s filings with the Securities and Exchange Commission (SEC), including its most recent Annual Report on Form 10-K. Unless required by law, Range undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

    The SEC permits oil and gas companies, in filings made with the SEC, to disclose proved reserves, which are estimates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions as well as the option to disclose probable and possible reserves. Range has elected not to disclose its probable and possible reserves in its filings with the SEC. Range uses certain broader terms such as “resource potential,” “unrisked resource potential,” “unproved resource potential” or “upside” or other descriptions of volumes of resources potentially recoverable through additional drilling or recovery techniques that may include probable and possible reserves as defined by the SEC’s guidelines. Range has not attempted to distinguish probable and possible reserves from these broader classifications. The SEC’s rules prohibit us from including in filings with the SEC these broader classifications of reserves. These estimates are by their nature more speculative than estimates of proved, probable and possible reserves and accordingly are subject to substantially greater risk of actually being realized. Unproved resource potential refers to Range’s internal estimates of hydrocarbon quantities that may be potentially discovered through exploratory drilling or recovered with additional drilling or recovery techniques and have not been reviewed by independent engineers. Unproved resource potential does not constitute reserves within the meaning of the Society of Petroleum Engineer’s Petroleum Resource Management System and does not include proved reserves. Area wide unproven resource potential has not been fully risked by Range’s management. “EUR”, or estimated ultimate recovery, refers to our management’s estimates of hydrocarbon quantities that may be recovered from a well completed as a producer in the area. These quantities may not necessarily constitute or represent reserves within the meaning of the Society of Petroleum Engineer’s Petroleum Resource Management System or the SEC’s oil and natural gas disclosure rules. Actual quantities that may be recovered from Range’s interests could differ substantially. Factors affecting ultimate recovery include the scope of Range’s drilling program, which will be directly affected by the availability of capital, drilling and production costs, commodity prices, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory approvals, field spacing rules, recoveries of gas in place, length of horizontal laterals, actual drilling results, including geological and mechanical factors affecting recovery rates and other factors. Estimates of resource potential may change significantly as development of our resource plays provides additional data.

    In addition, our production forecasts and expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price or drilling cost changes. Investors are urged to consider closely the disclosure in our most recent Annual Report on Form 10-K, available from our website at www.rangeresources.com or by written request to 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102. You can also obtain this Form 10-K on the SEC’s website at www.sec.gov or by calling the SEC at 1-800-SEC-0330.

    SOURCE: Range Resources Corporation

    Range Investor Contacts:

    Laith Sando
    817-869-4267

    Matt Schmid
    817-869-1538

    Range Media Contact:

    Mark Windle
    724-873-3223

    RANGE RESOURCES CORPORATION  
                                       
                                       
    STATEMENTS OF OPERATIONS                                  
    Based on GAAP reported earnings with additional                                  
    details of items included in each line in Form 10-Q                                  
    (Unaudited, In thousands, except per share data)                                  
      Three Months Ended June 30,     Six Months Ended June 30,  
      2025     2024     %     2025     2024     %  
    Revenues and other income:                                  
    Natural gas, NGLs and oil sales (a) $ 666,638     $ 478,450           $ 1,458,558     $ 1,045,451        
    Derivative fair value income (loss)   154,747       16,808             (4,210 )     63,406        
    Brokered natural gas and marketing   33,009       31,393             87,417       60,224        
    ARO settlement gain (loss) (b)   1       –             1       (26 )      
    Interest income (b)   1,762       3,376             4,815       6,319        
    Gain on sale of assets (b)   102       66             164       153        
    Other (b)   16       16             84       38        
    Total revenues and other income   856,275       530,109       62 %     1,546,829       1,175,565       32 %
                                       
    Costs and expenses:                                  
    Direct operating   22,616       22,281             47,452       43,945        
    Direct operating – stock-based compensation (c)   504       471             1,041       968        
    Transportation, gathering, processing and compression   304,714       281,495             610,823       572,370        
    Taxes other than income   7,835       4,974             14,822       10,342        
    Brokered natural gas and marketing   34,183       33,513             91,544       64,408        
    Brokered natural gas and marketing – stock-based compensation (c)   802       583             1,642       1,291        
    Exploration   7,562       6,316             13,606       10,518        
    Exploration – stock-based compensation (c)   366       335             713       659        
    Abandonment and impairment of unproved properties   6,781       1,524             11,355       3,895        
    General and administrative   32,757       31,372             64,310       65,144        
    General and administrative – stock-based compensation (c)   9,326       8,482             19,437       18,460        
    General and administrative – lawsuit settlements   63       287             90       478        
    Exit costs   8,502       10,094             17,399       20,409        
    Deferred compensation plan (d)   (88 )     1,240             2,791       7,645        
    Interest expense   25,630       28,356             53,415       57,472        
    Interest expense – amortization of deferred financing costs (e)   1,166       1,357             2,542       2,717        
    Gain on early extinguishment of debt   –       (179 )           (3 )     (243 )      
    Depletion, depreciation and amortization   91,514       87,598             182,073       174,735        
    Total costs and expenses   554,233       520,099       7 %     1,135,052       1,055,213       8 %
                                       
    Income before income taxes   302,042       10,010       2917 %     411,777       120,352       242 %
                                       
    Income tax expense (benefit)                                  
    Current   4,645       2,399             6,645       3,981        
    Deferred   59,819       (21,093 )           70,502       (4,471 )      
        64,464       (18,694 )           77,147       (490 )      
                                       
    Net income $ 237,578     $ 28,704       728 %   $ 334,630     $ 120,842       177 %
                                       
                                       
    Net income Per Common Share                                  
    Basic $ 0.99     $ 0.12           $ 1.40     $ 0.50        
    Diluted $ 0.99     $ 0.12           $ 1.39     $ 0.49        
                                       
    Weighted average common shares outstanding, as reported                                  
    Basic   238,187       241,125       -1 %     239,106       240,815       -1 %
    Diluted   239,717       242,983       -1 %     240,772       242,766       -1 %
                                       
                                       
    (a) See separate natural gas, NGLs and oil sales information table.  
    (b) Included in Other income in the 10-Q.  
    (c) Costs associated with stock compensation and restricted stock amortization, which have been reflected  
        in the categories associated with the direct personnel costs, which are combined with the cash costs in the 10-Q.  
    (d) Reflects the change in market value of the vested Company stock held in the deferred compensation plan.  
    (e) Included in interest expense in the 10-Q.  
       
    RANGE RESOURCES CORPORATION  
               
               
    BALANCE SHEET          
    (In thousands) June 30,     December 31,  
      2025     2024  
      (Unaudited)     (Audited)  
    Assets          
    Current assets $ 272,616     $ 636,982  
    Derivative assets   51,115       87,098  
    Natural gas and oil properties, net (successful efforts method)   6,535,097       6,421,700  
    Other property and equipment, net   2,736       2,465  
    Operating lease right-of-use assets   170,159       119,838  
    Other   73,388       79,592  
      $ 7,105,111     $ 7,347,675  
               
    Liabilities and Stockholders’ Equity          
    Current liabilities $ 580,744     $ 1,263,247  
    Asset retirement obligations   1,189       1,189  
    Derivative liabilities   1,201       9,634  
               
    Bank debt   121,092       –  
    Senior notes, excluding current maturities   1,090,607       1,089,614  
    Deferred tax liabilities   611,873       541,378  
    Derivative liabilities   23,187       10,488  
    Deferred compensation liabilities   64,262       65,233  
    Operating lease liabilities   109,026       35,737  
    Asset retirement obligations and other liabilities   143,174       137,181  
    Divestiture contract obligation   232,062       257,317  
        2,978,417       3,411,018  
               
    Common stock and retained deficit   4,761,293       4,449,987  
    Other comprehensive income   582       611  
    Common stock held in treasury   (635,181 )     (513,941 )
    Total stockholders’ equity   4,126,694       3,936,657  
      $ 7,105,111     $ 7,347,675  
                   
    RECONCILIATION OF TOTAL DEBT AS REPORTED                
    TO NET DEBT, a non-GAAP measure                
    (Unaudited, in thousands)                
      June 30,     December 31,        
      2025     2024     %  
                     
    Total debt, net of deferred financing costs, as reported $ 1,211,699     $ 1,697,883       -29 %
    Unamortized debt issuance costs, as reported   13,301       10,819        
    Less cash and cash equivalents, as reported   (134 )     (304,490 )      
    Net debt, a non-GAAP measure $ 1,224,866     $ 1,404,212       -13 %
                           
    RANGE RESOURCES CORPORATION  
                           
                           
                           
    CASH FLOWS FROM OPERATING ACTIVITIES                      
    (Unaudited, in thousands)                      
                           
      Three Months Ended June 30,     Six Months Ended June 30,  
      2025     2024     2025     2024  
                           
    Net income $ 237,578     $ 28,704     $ 334,630     $ 120,842  
    Adjustments to reconcile net cash provided from continuing operations:                      
    Deferred income tax expense (benefit)   59,819       (21,093 )     70,502       (4,471 )
    Depletion, depreciation and amortization   91,514       87,598       182,073       174,735  
    Abandonment and impairment of unproved properties   6,781       1,524       11,355       3,895  
    Derivative fair value (income) loss   (154,747 )     (16,808 )     4,210       (63,406 )
    Cash settlements on derivative financial instruments   31,466       128,057       36,039       250,430  
    Divestiture contract obligation, including accretion   8,502       10,062       17,399       20,329  
    Amortization of deferred financing costs and other   962       1,193       2,144       2,425  
    Deferred and stock-based compensation   11,047       11,122       26,130       29,337  
    Gain on sale of assets   (102 )     (66 )     (164 )     (153 )
    Loss (gain) on early extinguishment of debt   –       (179 )     (3 )     (243 )
                           
    Changes in working capital:                      
    Accounts receivable   96,785       (30,541 )     68,064       76,913  
    Other current assets   518       (13,461 )     (8,510 )     (22,405 )
    Accounts payable   (27,023 )     (17,906 )     9,158       (5,718 )
    Accrued liabilities and other   (26,912 )     (19,431 )     (86,754 )     (101,805 )
    Net changes in working capital   43,368       (81,339 )     (18,042 )     (53,015 )
    Net cash provided from operating activities $ 336,188     $ 148,775     $ 666,273     $ 480,705  
                           
                           
                           
    RECONCILIATION OF NET CASH PROVIDED FROM OPERATING                      
    ACTIVITIES, AS REPORTED, TO CASH FLOW FROM OPERATIONS                      
    BEFORE CHANGES IN WORKING CAPITAL, a non-GAAP measure                      
    (Unaudited, in thousands)                      
      Three Months Ended June 30,     Six Months Ended June 30,  
      2025     2024     2025     2024  
    Net cash provided from operating activities, as reported $ 336,188     $ 148,775     $ 666,273     $ 480,705  
    Net changes in working capital   (43,368 )     81,339       18,042       53,015  
    Exploration expense   7,562       6,316       13,606       10,518  
    Lawsuit settlements   63       287       90       478  
    Non-cash compensation adjustment and other   66       185       (109 )     84  
    Cash flow from operations before changes in working capital – non-GAAP measure $ 300,511     $ 236,902     $ 697,902     $ 544,800  
                           
                           
                           
    ADJUSTED WEIGHTED AVERAGE SHARES OUTSTANDING                      
    (Unaudited, in thousands)                      
      Three Months Ended June 30,     Six Months Ended June 30,  
      2025     2024     2025     2024  
    Basic:                      
    Weighted average shares outstanding   238,804       242,647       239,785       242,365  
    Stock held by deferred compensation plan   (617 )     (1,522 )     (679 )     (1,550 )
    Adjusted basic   238,187       241,125       239,106       240,815  
                           
    Dilutive:                      
    Weighted average shares outstanding   238,804       242,647       239,785       242,365  
    Dilutive stock options under treasury method   913       336       987       401  
    Adjusted dilutive   239,717       242,983       240,772       242,766  
                                   
    RANGE RESOURCES CORPORATION  
                                       
                                       
    RECONCILIATION OF NATURAL GAS, NGLs AND OIL SALES                                  
    AND DERIVATIVE FAIR VALUE INCOME (LOSS) TO                                  
    CALCULATED CASH REALIZED NATURAL GAS, NGLs AND                                  
    OIL PRICES WITH AND WITHOUT THIRD-PARTY                                  
    TRANSPORTATION, GATHERING, PROCESSING AND                                  
    COMPRESSION COSTS, a non-GAAP measure                                  
    (Unaudited, In thousands, except per unit data)                      
      Three Months Ended June 30,     Six Months Ended June 30,  
      2025     2024     %     2025     2024     %  
    Natural gas, NGLs and Oil Sales components:                                  
    Natural gas sales $ 397,955     $ 209,652           $ 888,332     $ 481,127        
    NGLs sales   238,034       228,285             513,688       484,361        
    Oil sales   30,649       40,513             56,538       79,963        
    Total Natural Gas, NGLs and Oil Sales, as reported $ 666,638     $ 478,450       39 %   $ 1,458,558     $ 1,045,451       40 %
                                       
    Derivative Fair Value Income (Loss), as reported $ 154,747     $ 16,808           $ (4,210 )   $ 63,406        
    Cash settlements on derivative financial instruments – (gain) loss:                                  
    Natural gas   (29,114 )     (126,194 )           (33,843 )     (247,107 )      
    NGLs   (1,508 )     (1,978 )           (1,096 )     (1,901 )      
    Oil   (844 )     115             (1,100 )     (1,422 )      
    Total change in fair value related to commodity derivatives prior to                                  
    settlement, a non-GAAP measure $ 123,281     $ (111,249 )         $ (40,249 )   $ (187,024 )      
                                       
    Transportation, gathering, processing and compression components:                                  
    Natural Gas $ 154,704     $ 153,040           $ 312,223     $ 303,152        
    NGLs   149,209       128,077             297,047       268,351        
    Oil   801       378             1,553       867        
    Total transportation, gathering, processing and compression, as reported $ 304,714     $ 281,495           $ 610,823     $ 572,370        
                                       
    Natural gas, NGL and Oil sales, including cash-settled derivatives: (c)                                  
    Natural gas sales $ 427,069     $ 335,846           $ 922,175     $ 728,234        
    NGLs sales   239,542       230,263             514,784       486,262        
    Oil Sales   31,493       40,398             57,638       81,385        
    Total $ 698,104     $ 606,507       15 %   $ 1,494,597     $ 1,295,881       15 %
                                       
    Production of natural gas, NGLs and oil during the periods (a):                                  
    Natural Gas (mcf)   136,297,159       136,099,063       0 %     272,260,589       268,749,303       1 %
    NGLs (bbls)   10,029,051       9,376,810       7 %     19,949,040       19,137,533       4 %
    Oil (bbls)   580,791       593,020       -2 %     1,004,370       1,203,299       -17 %
    Gas equivalent (mcfe) (b)   199,956,211       195,918,043       2 %     397,981,049       390,794,295       2 %
                                       
    Production of natural gas, NGLs and oil – average per day (a):                                  
    Natural Gas (mcf)   1,497,771       1,495,594       0 %     1,504,202       1,476,645       2 %
    NGLs (bbls)   110,209       103,042       7 %     110,216       105,151       5 %
    Oil (bbls)   6,382       6,517       -2 %     5,549       6,612       -16 %
    Gas equivalent (mcfe) (b)   2,197,321       2,152,946       2 %     2,198,790       2,147,221       2 %
                                       
    Average prices, excluding derivative settlements and before third-party                                  
    transportation costs:                                  
    Natural Gas (per mcf) $ 2.92     $ 1.54       90 %   $ 3.26     $ 1.79       82 %
    NGLs (per bbl) $ 23.73     $ 24.35       -3 %   $ 25.75     $ 25.31       2 %
    Oil (per bbl) $ 52.77     $ 68.32       -23 %   $ 56.29     $ 66.45       -15 %
    Gas equivalent (per mcfe) (b) $ 3.33     $ 2.44       36 %   $ 3.66     $ 2.68       37 %
                                       
    Average prices, including derivative settlements before third-party                                  
    transportation costs: (c)                                  
    Natural Gas (per mcf) $ 3.13     $ 2.47       27 %   $ 3.39     $ 2.71       25 %
    NGLs (per bbl) $ 23.88     $ 24.56       -3 %   $ 25.80     $ 25.41       2 %
    Oil (per bbl) $ 54.22     $ 68.12       -20 %   $ 57.39     $ 67.63       -15 %
    Gas equivalent (per mcfe) (b) $ 3.49     $ 3.10       13 %   $ 3.75     $ 3.32       13 %
                                       
    Average prices, including derivative settlements and after third-party                                  
    transportation costs: (d)                                  
    Natural Gas (per mcf) $ 2.00     $ 1.34       49 %   $ 2.24     $ 1.58       42 %
    NGLs (per bbl) $ 9.01     $ 10.90       -17 %   $ 10.91     $ 11.39       -4 %
    Oil (per bbl) $ 52.84     $ 67.48       -22 %   $ 55.84     $ 66.91       -17 %
    Gas equivalent (per mcfe) (b) $ 1.97     $ 1.66       19 %   $ 2.22     $ 1.85       20 %
                                       
    Transportation, gathering and compression expense per mcfe $ 1.52     $ 1.44       6 %   $ 1.53     $ 1.47       4 %
                                       
    (a) Represents volumes sold regardless of when produced.  
    (b) Oil and NGLs are converted at the rate of one barrel equals six mcfe based upon the approximate relative energy content of oil to natural gas, which is not necessarily  
    indicative of the relationship of oil and natural gas prices.  
    (c) Excluding third-party transportation, gathering, processing and compression costs.  
    (d) Net of transportation, gathering, processing and compression costs.  
       
    RANGE RESOURCES CORPORATION  
                                       
                                       
                                       
    RECONCILIATION OF INCOME BEFORE INCOME                                  
    TAXES AS REPORTED TO INCOME BEFORE INCOME TAXES                                  
    EXCLUDING CERTAIN ITEMS, a non-GAAP measure                                  
    (Unaudited, In thousands, except per share data)                                  
      Three Months Ended June 30,     Six Months Ended June 30,  
      2025     2024     %     2025     2024     %  
                                       
    Income from operations before income taxes, as reported $ 302,042     $ 10,010       2917 %   $ 411,777     $ 120,352       242 %
    Adjustment for certain special items:                                  
    Gain on the sale of assets   (102 )     (66 )           (164 )     (153 )      
    ARO settlement (gain) loss   (1 )     –             (1 )     26        
    Change in fair value related to derivatives prior to settlement   (123,281 )     111,249             40,249       187,024        
    Abandonment and impairment of unproved properties   6,781       1,524             11,355       3,895        
    Loss (gain) on early extinguishment of debt   –       (179 )           (3 )     (243 )      
    Lawsuit settlements   63       287             90       478        
    Exit costs   8,502       10,094             17,399       20,409        
    Brokered natural gas and marketing – stock-based compensation   802       583             1,642       1,291        
    Direct operating – stock-based compensation   504       471             1,041       968        
    Exploration expenses – stock-based compensation   366       335             713       659        
    General & administrative – stock-based compensation   9,326       8,482             19,437       18,460        
    Deferred compensation plan – non-cash adjustment   (88 )     1,240             2,791       7,645        
                                       
    Income before income taxes, as adjusted   204,914       144,030       42 %     506,326       360,811       40 %
                                       
    Income tax expense, as adjusted                                  
    Current   4,645       2,399             6,645       3,981        
    Deferred (a)   42,485       30,728             109,810       79,006        
                                       
    Net income, excluding certain items, a non-GAAP measure $ 157,784     $ 110,903       42 %   $ 389,871     $ 277,824       40 %
                                       
    Non-GAAP income per common share                                  
    Basic $ 0.66     $ 0.46       43 %   $ 1.63     $ 1.15       42 %
    Diluted $ 0.66     $ 0.46       43 %   $ 1.62     $ 1.14       42 %
                                       
    Non-GAAP diluted shares outstanding, if dilutive   239,717       242,983             240,772       242,766        
                                       
                                       
                                       
    (a) Taxes are estimated to be approximately 23% for 2024 and 2025  
       
    RANGE RESOURCES CORPORATION  
                           
                           
                           
    RECONCILIATION OF NET INCOME, EXCLUDING                      
    CERTAIN ITEMS AND ADJUSTED EARNINGS PER                      
    SHARE, non-GAAP measures                      
    (In thousands, except per share data)                      
      Three Months Ended June 30,     Six Months Ended June 30,  
      2025     2024     2025     2024  
                           
    Net income, as reported $ 237,578     $ 28,704     $ 334,630     $ 120,842  
    Adjustments for certain special items:                      
    Gain on the sale of assets   (102 )     (66 )     (164 )     (153 )
    ARO settlement (gain) loss   (1 )     –       (1 )     26  
    Gain on early extinguishment of debt   –       (179 )     (3 )     (243 )
    Change in fair value related to derivatives prior to settlement   (123,281 )     111,249       40,249       187,024  
    Abandonment and impairment of unproved properties   6,781       1,524       11,355       3,895  
    Lawsuit settlements   63       287       90       478  
    Exit costs   8,502       10,094       17,399       20,409  
    Stock-based compensation   10,998       9,871       22,833       21,378  
    Deferred compensation plan   (88 )     1,240       2,791       7,645  
    Tax impact   17,334       (51,821 )     (39,308 )     (83,477 )
                           
    Net income, excluding certain items, a non-GAAP measure $ 157,784     $ 110,903     $ 389,871     $ 277,824  
                           
    Net income per diluted share, as reported $ 0.99     $ 0.12     $ 1.39     $ 0.49  
    Adjustments for certain special items per diluted share:                      
    Gain on the sale of assets   –       –       –       –  
    ARO settlement (gain) loss   –       –       –       –  
    Gain on early extinguishment of debt   –       –       –       –  
    Change in fair value related to derivatives prior to settlement   (0.51 )     0.46       0.17       0.77  
    Abandonment and impairment of unproved properties   0.03       0.01       0.05       0.02  
    Lawsuit settlements   –       –       –       –  
    Exit costs   0.04       0.04       0.07       0.08  
    Stock-based compensation   0.05       0.04       0.09       0.09  
    Deferred compensation plan   –       0.01       0.01       0.03  
    Adjustment for rounding differences   (0.01 )     (0.01 )     –       –  
    Tax impact   0.07       (0.21 )     (0.16 )     (0.34 )
    Dilutive share impact (rabbi trust and other)   –       –       –       –  
                           
    Net income per diluted share, excluding certain items, a non-GAAP measure $ 0.66     $ 0.46     $ 1.62     $ 1.14  
                           
    Adjusted earnings per share, a non-GAAP measure:                      
    Basic $ 0.66     $ 0.46     $ 1.63     $ 1.15  
    Diluted $ 0.66     $ 0.46     $ 1.62     $ 1.14  
                                   
    RANGE RESOURCES CORPORATION  
                           
                           
    RECONCILIATION OF CASH MARGIN PER MCFE, a non-                      
    GAAP measure                      
    (Unaudited, In thousands, except per unit data)                      
      Three Months Ended June 30,     Six Months Ended June 30,  
      2025     2024     2025     2024  
                           
    Revenues                      
    Natural gas, NGLs and oil sales, as reported $ 666,638     $ 478,450     $ 1,458,558     $ 1,045,451  
    Derivative fair value income (loss), as reported   154,747       16,808       (4,210 )     63,406  
    Less non-cash fair value (gain) loss   (123,281 )     111,249       40,249       187,024  
    Brokered natural gas and marketing, as reported   33,009       31,393       87,417       60,224  
    Other income, as reported   1,881       3,458       5,064       6,484  
    Less gain on sale of assets   (102 )     (66 )     (164 )     (153 )
    Less ARO settlement   (1 )     –       (1 )     26  
    Cash revenues   732,891       641,292       1,586,913       1,362,462  
                           
    Expenses                      
    Direct operating, as reported   23,120       22,752       48,493       44,913  
    Less direct operating stock-based compensation   (504 )     (471 )     (1,041 )     (968 )
    Transportation, gathering and compression, as reported   304,714       281,495       610,823       572,370  
    Taxes other than income, as reported   7,835       4,974       14,822       10,342  
    Brokered natural gas and marketing, as reported   34,985       34,096       93,186       65,699  
    Less brokered natural gas and marketing stock-based compensation   (802 )     (583 )     (1,642 )     (1,291 )
    General and administrative, as reported   42,146       40,141       83,837       84,082  
    Less G&A stock-based compensation   (9,326 )     (8,482 )     (19,437 )     (18,460 )
    Less lawsuit settlements   (63 )     (287 )     (90 )     (478 )
    Interest expense, as reported   26,796       29,713       55,957       60,189  
    Less amortization of deferred financing costs   (1,166 )     (1,357 )     (2,542 )     (2,717 )
    Cash expenses   427,735       401,991       882,366       813,681  
                           
    Cash margin, a non-GAAP measure $ 305,156     $ 239,301     $ 704,547     $ 548,781  
                           
    Mmcfe produced during period   199,956       195,918       397,981       390,794  
                           
    Cash margin per mcfe $ 1.53     $ 1.22     $ 1.77     $ 1.40  
                           
    RECONCILIATION OF INCOME BEFORE INCOME TAXES                      
    TO CASH MARGIN, a non-GAAP measure                      
    (Unaudited, in thousands, except per unit data)                      
      Three Months Ended June 30,     Six Months Ended June 30,  
      2025     2024     2025     2024  
                           
    Income before income taxes, as reported $ 302,042     $ 10,010     $ 411,777     $ 120,352  
    Adjustments to reconcile income before income taxes                      
    to cash margin:                      
    ARO settlements   (1 )     –       (1 )     26  
    Derivative fair value (income) loss   (154,747 )     (16,808 )     4,210       (63,406 )
    Net cash receipts on derivative settlements   31,466       128,057       36,039       250,430  
    Exploration expense   7,562       6,316       13,606       10,518  
    Lawsuit settlements   63       287       90       478  
    Exit costs   8,502       10,094       17,399       20,409  
    Deferred compensation plan   (88 )     1,240       2,791       7,645  
    Stock-based compensation (direct operating, brokered natural gas and   10,998       9,871       22,833       21,378  
    marketing and general and administrative)                      
    Bad debt expense   –       –       –       –  
    Interest – amortization of deferred financing costs   1,166       1,357       2,542       2,717  
    Depletion, depreciation and amortization   91,514       87,598       182,073       174,735  
    Gain on sale of assets   (102 )     (66 )     (164 )     (153 )
    Gain on early extinguishment of debt   –       (179 )     (3 )     (243 )
    Abandonment and impairment of unproved properties   6,781       1,524       11,355       3,895  
    Cash margin, a non-GAAP measure $ 305,156     $ 239,301     $ 704,547     $ 548,781  

    The MIL Network –