Category: GlobeNewswire

  • MIL-OSI: Employers Holdings, Inc. Reports Second Quarter 2025 Results and Declares Regular Quarterly Dividend of $0.32 per Share

    Source: GlobeNewswire (MIL-OSI)

    RENO, Nev., July 30, 2025 (GLOBE NEWSWIRE) — Employers Holdings, Inc. (the “Company”) (NYSE:EIG), a holding company with subsidiaries that are specialty providers of workers’ compensation insurance and services focused on small and mid-sized businesses engaged in low-to-medium hazard industries, today reported financial results for its second quarter ended June 30, 2025.

    Financial Highlights:

    (All comparisons vs. the second quarter of 2024).

    • Net income per diluted share decreased by 2%, from $1.25 to $1.23;
    • Adjusted net income per diluted share decreased 56%, from $1.10 to $0.48;
    • Gross premiums written decreased 2%, from $207.9 million to $203.3 million;
    • Net premiums earned increased 6%, from $187.8 million to $198.3 million;
    • Loss and loss adjustment expenses ratio increased from 57.9% to 70.7%;
    • Commission expense ratio improved from 13.9% to 13.2%;
    • Underwriting expense ratio improved from 22.4% to 21.7%;
    • GAAP combined ratio increased from 94.2% (95.4% excluding LPT) to 105.6% (106.4% excluding LPT);
    • Net investment income increased 1%, from $26.9 million to $27.1 million;
    • Net realized and unrealized gains on investments increased from $2.2 million to $20.9 million;
    • Record number of ending policies in-force of 134,421, a 5% increase; and
    • Returned $31.4 million to stockholders through a combination of share repurchases and regular quarterly dividends.

    Management Commentary

    Chief Executive Officer Katherine Antonello commented: “Second quarter gross premiums written decreased slightly, with growth in smaller policy size bands offset by decreases within the middle market. Our focus on profitability over growth led to targeted underwriting actions and improved risk selection which impacted our ability and desire to grow at the same pace in certain classes and jurisdictions. Despite the reduction in gross premiums written, net premiums earned increased by 6%, and we ended the period with another record number of policies in-force, which were up 5% year-over-year.

    In response to the rapid rise in cumulative trauma claims in California, we increased the accident year 2025 loss and LAE ratio on voluntary business from 66.0% in the first quarter to 69.0%. As a result of this increased loss activity, we reallocated observed favorable reserve development from accident years 2020 and prior to more recent accident years, which resulted in no net prior loss reserve development from our voluntary business during the quarter. We took this action to reflect the increased frequency of cumulative trauma claims we are experiencing in the more recent accident years and the level of uncertainty around this new trend. We intend to perform a full actuarial study in the third quarter.

    Our commission expense ratio was 13.2%, versus 13.9% a year ago, driven by lower new business premiums. While our underwriting expenses increased slightly, our underwriting expense ratio decreased to 21.7% from 22.4% a year ago. We continue to find ways to reduce expenses by automating processes, delivering customer self-service capabilities, and utilizing artificial intelligence.

    Lastly, we declared a regular quarterly dividend of $0.32 per share and continue to see attractive opportunities to return capital to our shareholders via share repurchases. These actions reflect our strong balance sheet, abundant underwriting capital, and the confidence in the Company’s future operations.”

    Summary of Second Quarter 2025 Results

    (All comparisons vs. the second quarter of 2024, unless otherwise noted).

    Gross premiums written were $203.3 million, a decrease of 2%. The decrease was primarily driven by reductions in new business in the middle market. Net premiums earned were $198.3 million, an increase of 6%.

    Losses and loss adjustment expenses were $140.1 million, an increase of 29%. The increase was primarily due to a higher current accident year loss and loss adjustment expense ratio of 69% and the absence of favorable prior accident year loss reserve development during the quarter. In addition, $5.5 million of loss and loss adjustment expense was recognized to increase the 2025 first quarter estimate, resulting in the calendar year loss and loss adjustment expense ratio of 70.7% (71.5% excluding LPT), versus 57.9% (59.1% excluding LPT).

    Commission expense was flat at $26.1 million. The Company’s commission expense ratio was 13.2%, versus 13.9% a year ago. The decrease in the ratio was primarily related to lower agency incentive accruals, the increase in net premiums earned, and an increase in the proportion of renewal premiums, which are typically subject to a lower commission rate.

    Underwriting expenses were $43.1 million, an increase of 2%. The Company’s underwriting expense ratio was 21.7%, versus 22.4% a year ago. Our increase in underwriting expenses was primarily related to a reduced internal allocation of underwriting expenses to loss adjustment expenses due to a refinement in assumptions. Excluding this allocation, underwriting expenses decreased by $3.0 million primarily driven by lower compensation-related expenses and depreciation and amortization costs offset by higher bad debt expense. Increased net earned premiums contributed to the lower underwriting expense ratio.

    Net investment income was $27.1 million, an increase of 1%. The increase was primarily due to higher book yields on our fixed maturity securities.

    Net realized and unrealized gains on investments reflected on the income statement were $20.9 million, versus $2.2 million. The increase is primarily attributable to increases in the fair value of the Company’s equity securities holdings.

    Income tax expense was $7.3 million (19.7% effective rate), versus $8.3 million (20.8% effective rate). The effective rates during each of the periods included income tax benefits and exclusions associated with tax-advantaged investment income, LPT adjustments, deferred gain amortization and related adjustments, and tax credits utilized.

    The Company’s book value per share including the deferred gain and computed after considering dividends declared was $49.44, an increase of 12.8% year-over-year and 3.1% for the second quarter of 2025. During the second quarter, this measure was favorably impacted by $7.4 million of after-tax unrealized gains arising from fixed maturity securities (which are reflected on the balance sheet) and $16.6 million of net after-tax unrealized gains arising from equity securities and other investments (which are reflected on the income statement). The Company’s adjusted book value per share computed after considering dividends declared of $51.68 increased by 8.2% year-over-year and 2.5% during the second quarter of 2025.

    Third Quarter 2025 Dividend Declaration

    On July 30, 2025, the Company’s Board of Directors declared a regular quarterly dividend of $0.32. The dividend is payable on August 27, 2025 to stockholders of record as of August 13, 2025.

    Stock Repurchases

    During the second quarter of 2025, the Company repurchased 482,000 shares of its common stock at an average price of $48.08 per share. During the period from July 1, 2025 through July 29, 2025, the Company repurchased a further 229,363 shares of its common stock at an average price of $46.44 per share. The Company currently has a remaining share repurchase authorization of $99.4 million.

    Earnings Conference Call and Webcast

    The Company will host a conference call on Thursday, July 31, 2025 at 11:00 a.m. Eastern Daylight Time / 8:00 a.m. Pacific Daylight Time.

    To participate in the live conference call, you must first register here. Once registered you will receive dial-in numbers and a unique PIN number.

    The webcast will be accessible on the Company’s website at www.employers.com through the “Investors” link.

    Reconciliation of Non-GAAP Financial Measures to GAAP

    The information in this press release should be read in conjunction with the Financial Supplement that is attached to this press release and available on our website.

    Within this earnings release we present various financial measures, some of which are “non-GAAP financial measures” as defined in Regulation G pursuant to Section 401 of the Sarbanes – Oxley Act of 2002. A description of these non-GAAP financial measures, as well as a reconciliation of such non-GAAP measures to our most directly comparable GAAP financial measures is included in the attached Financial Supplement. Management believes that these non-GAAP measures are important to the Company’s investors, analysts and other interested parties who benefit from having an objective and consistent basis for comparison with other companies within our industry. Management further believes that these measures are more relevant than comparable GAAP measures in evaluating our financial performance.

    Forward-Looking Statements

    In this press release, the Company and its management discuss and make statements based on currently available information regarding their intentions, beliefs, current expectations, and projections of, among other things, the Company’s future performance, economic or market conditions, including current or future levels of inflation, potential implications of increased tariffs, changes in interest rates, labor market expectations, catastrophic events or geo-political conditions, legislative or regulatory actions or court decisions, business growth, retention rates, loss costs, claim trends and the impact of key business initiatives, future technologies and planned investments. Certain of these statements may constitute “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and are often identified by words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “target,” “project,” “intend,” “believe,” “estimate,” “predict,” “potential,” “pro forma,” “seek,” “likely,” or “continue,” or other comparable terminology and their negatives. The Company and its management caution investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in the Company’s future performance. Factors that could cause the Company’s actual results to differ materially from those indicated by such forward-looking statements include, among other things, those discussed or identified from time to time in the Company’s public filings with the Securities and Exchange Commission (SEC), including the risks detailed in the Company’s Quarterly Reports on Form 10-Q and the Company’s Annual Reports on Form 10-K. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

    Filings with the SEC

    The Company’s filings with the SEC and its quarterly investor presentations can be accessed through the “Investors” link on the Company’s website, www.employers.com. The Company’s filings with the SEC can also be accessed through the SEC’s EDGAR Database at www.sec.gov (EDGAR CIK No. 0001379041).

    About Employers Holdings, Inc.

    Employers Holdings, Inc. (NYSE: EIG), is a holding company with subsidiaries that are specialty providers of workers’ compensation insurance and services (collectively “EMPLOYERS®”) focused on small and mid-sized businesses engaged in low-to-medium hazard industries. EMPLOYERS leverages over a century of experience to deliver comprehensive coverage solutions that meet the unique needs of its customers. Drawing from its long history and extensive knowledge, EMPLOYERS empowers businesses by protecting their most valuable asset – their employees – through exceptional claims management, loss control, and risk management services, creating safer work environments.

    EMPLOYERS is also proud to offer Cerity®, which is focused on providing digital-first, direct-to-consumer workers’ compensation insurance solutions with fast, and affordable coverage options through a user-friendly online platform.

    EMPLOYERS operates throughout the United States, apart from four states that are served exclusively by their state funds. Insurance is offered through Employers Insurance Company of Nevada, Employers Compensation Insurance Company, Employers Preferred Insurance Company, Employers Assurance Company and Cerity Insurance Company, all rated A (Excellent) by AM Best. Not all companies do business in all jurisdictions. EIG Services, Inc., and Cerity Services, Inc., are subsidiaries of Employers Holdings, Inc. EMPLOYERS® is a registered trademark of EIG Services, Inc., and Cerity® is a registered trademark of Cerity Services, Inc. For more information, please visit www.employers.com and www.cerity.com.

    Contact Information

    Michael Pedraja (775) 327-2706 or mpedraja@employers.com

    EMPLOYERS HOLDINGS, INC.
    Table of Contents

      Page    
           
      1   Consolidated Financial Highlights
           
      2   Summary Consolidated Balance Sheets
           
      3   Summary Consolidated Income Statements
           
      4   Return on Equity
           
      5   Combined Ratios
           
      6   Roll-forward of Unpaid Losses and LAE
           
      7   Consolidated Investment Portfolio
           
      8   Book Value Per Share
           
      9   Earnings Per Share
           
      10   Non-GAAP Financial Measures
    EMPLOYERS HOLDINGS, INC.
    Consolidated Financial Highlights (unaudited)
    $ in millions, except per share amounts
     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
          2025       2024     % change     2025       2024     % change
    Selected financial highlights:                        
    Gross premiums written   $ 203.3     $ 207.9     (2 ) %   $ 415.4     $ 418.7     (1 ) %
    Net premiums written     201.5       206.1     (2 )       411.8       415.2     (1 )  
    Net premiums earned     198.3       187.8     6         381.3       372.6     2    
    Net investment income     27.1       26.9     1         59.2       53.8     10    
    Net income excluding LPT(1)     28.0       29.6     (5 )       39.2       55.8     (30 )  
    Adjusted net income(1)     11.5       27.9     (59 )       32.8       45.1     (27 )  
    Net Income before income taxes     37.0       40.0     (8 )       52.9       75.3     (30 )  
    Net Income     29.7       31.7     (6 )       42.5       60.0     (29 )  
    Comprehensive income     37.2       29.6     26         71.8       47.0     53    
    Total assets                 3,543.3       3,550.0        
    Stockholders’ equity                 1,083.1       1,022.9     6    
    Stockholders’ equity including the Deferred Gain(2)                 1,173.8       1,118.2     5    
    Adjusted stockholders’ equity(2)                 1,227.0       1,217.2     1    
    Annualized adjusted return on stockholders’ equity(3)     3.7 %     9.2 %   (60 ) %     5.3 %     7.5 %   (29 ) %
    Amounts per share:                        
    Cash dividends declared per share   $ 0.32     $ 0.30     7   %   $ 0.62     $ 0.58     7   %
    Earnings per diluted share(4)     1.23       1.25     (2 )       1.74       2.36     (26 )  
    Earnings per diluted share excluding LPT(4)     1.16       1.17     (1 )       1.61       2.19     (26 )  
    Adjusted earnings per diluted share(4)     0.48       1.10     (56 )       1.35       1.77     (24 )  
    Book value per share(2)                 45.62       41.09     11    
    Book value per share including the Deferred Gain(2)                 49.44       44.91     10    
    Adjusted book value per share(2)                 51.68       48.89     6    
    Combined ratio excluding LPT:(5):                        
    Loss and loss adjustment expense ratio:                        
    Current Year     71.4 %     63.9 %         68.8 %     64.1 %    
    Prior Year     0.1       (4.8 )         0.5       (2.5 )    
    Loss and loss adjustment expense ratio     71.5 %     59.1 %         69.3 %     61.6 %    
    Commission expense ratio     13.2 %     13.9 %         12.9 %     13.7 %    
    Underwriting expense ratio     21.7 %     22.4 %         22.6 %     23.7 %    
    Combined ratio excluding LPT     106.4 %     95.4 %         104.8 %     99.0 %    
                             
                             
    (1) See Page 3 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
    (2) See Page 8 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
    (3) See Page 4 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
    (4) See Page 9 for description and calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
    (5) See Pages 5 for details and Page 10 for information regarding our use of Non-GAAP Financial Measures.
    EMPLOYERS HOLDINGS, INC.
    Summary Consolidated Balance Sheets (unaudited)
    $ in millions, except per share amounts
     
        June 30,
    2025
      December 31,
    2024
    ASSETS        
    Investments, cash and cash equivalents   $ 2,529.5     $ 2,532.4  
    Accrued investment income     15.7       15.7  
    Premiums receivable, net     382.0       361.3  
    Reinsurance recoverable, net of allowance, on paid and unpaid losses and LAE     407.3       417.8  
    Deferred policy acquisition costs     64.0       59.6  
    Deferred income tax asset, net     29.4       38.3  
    Other assets     115.4       116.2  
    Total assets   $ 3,543.3     $ 3,541.3  
             
    LIABILITIES        
    Unpaid losses and LAE   $ 1,786.8     $ 1,808.2  
    Unearned premiums     429.6       402.2  
    Commissions and premium taxes payable     62.8       65.8  
    Deferred Gain     90.7       94.0  
    Other liabilities     90.3       102.4  
    Total liabilities   $ 2,460.2     $ 2,472.6  
             
    STOCKHOLDERS’ EQUITY        
    Common stock and additional paid-in capital   $ 426.3     $ 424.8  
    Retained earnings     1,500.2       1,472.9  
    Accumulated other comprehensive loss     (53.2 )     (82.5 )
    Treasury stock, at cost     (790.2 )     (746.5 )
    Total stockholders’ equity     1,083.1       1,068.7  
    Total liabilities and stockholders’ equity   $ 3,543.3     $ 3,541.3  
             
    Stockholders’ equity including the Deferred Gain (1)   $ 1,173.8     $ 1,162.7  
    Adjusted stockholders’ equity (1)     1,227.0       1,245.2  
    Book value per share (1)   $ 45.62     $ 43.52  
    Book value per share including the Deferred Gain(1)     49.44       47.35  
    Adjusted book value per share (1)     51.68       50.71  
             
    (1) See Page 8 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
    EMPLOYERS HOLDINGS, INC.
    Summary Consolidated Income Statements (unaudited)
    $ in millions
     
      Three Months Ended   Six Months Ended
      June 30,   June 30,
        2025       2024       2025       2024  
    Revenues:      
    Net premiums earned $ 198.3     $ 187.8     $ 381.3     $ 372.6  
    Net investment income   27.1       26.9       59.2       53.8  
    Net realized and unrealized gains on investments(1)   20.9       2.2       8.1       13.6  
    Other income         0.1       0.3       0.1  
    Total revenues   246.3       217.0       448.9       440.1  
    Expenses:              
    Losses and LAE incurred   (140.1 )     (108.8 )     (260.8 )     (225.3 )
    Commission expense   (26.1 )     (26.0 )     (49.1 )     (51.1 )
    Underwriting expenses   (43.1 )     (42.2 )     (86.0 )     (88.4 )
    Interest and financing expenses               (0.1 )      
    Total expenses   (209.3 )     (177.0 )     (396.0 )     (364.8 )
    Net income before income taxes   37.0       40.0       52.9       75.3  
    Income tax expense   (7.3 )     (8.3 )     (10.4 )     (15.3 )
    Net Income   29.7       31.7       42.5       60.0  
    Unrealized AFS investment gains (losses) arising during the period, net of tax(2)   7.4       (4.9 )     28.5       (16.5 )
    Reclassification adjustment for net realized AFS investment losses in net income, net of tax(2)   0.1       2.8       0.8       3.5  
    Total comprehensive income $ 37.2     $ 29.6     $ 71.8     $ 47.0  
    Net Income $ 29.7     $ 31.7     $ 42.5     $ 60.0  
    Amortization of the Deferred Gain – losses   (1.7 )     (1.5 )     (3.3 )     (3.0 )
    Amortization of the Deferred Gain – contingent commission         (0.4 )           (0.8 )
    LPT contingent commission adjustments         (0.2 )           (0.4 )
    Net income excluding LPT Agreement (3)   28.0       29.6       39.2       55.8  
    Net realized and unrealized gains on investments   (20.9 )     (2.2 )     (8.1 )     (13.6 )
    Income tax expense related to items excluded from Net income   4.4       0.5       1.7       2.9  
    Adjusted net income $ 11.5     $ 27.9     $ 32.8     $ 45.1  
                   
    (1) Includes unrealized gains on equity securities and other investments of $19.6 million and $2.0 million for the three months ended June 30, 2025 and 2024, respectively, and $7.9 million and $14.7 million for the six months ended June 30, 2025 and 2024, respectively.
    (2) AFS = Available for Sale securities.
    (3) See Page 10 regarding our use of Non-GAAP Financial Measures.              
    EMPLOYERS HOLDINGS, INC.
    Return on Equity (unaudited)
    $ in millions
     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
          2025       2024       2025       2024  
                     
    Net income A $ 29.7     $ 31.7     $ 42.5     $ 60.0  
    Impact of the LPT Agreement     (1.7 )     (2.1 )     (3.3 )     (4.2 )
    Net realized and unrealized gains on investments     (20.9 )     (2.2 )     (8.1 )     (13.6 )
    Income tax expense related to items excluded from Net income     4.4       0.5       1.7       2.9  
    Adjusted net income (1) B   11.5       27.9       32.8       45.1  
                     
    Stockholders’ equity – end of period   $ 1,083.1     $ 1,022.9     $ 1,083.1     $ 1,022.9  
    Stockholders’ equity – beginning of period     1,075.7       1,018.9       1,068.7       1,013.9  
    Average stockholders’ equity C   1,079.4       1,020.9       1,075.9       1,018.4  
                     
    Stockholders’ equity – end of period   $ 1,083.1     $ 1,022.9     $ 1,083.1     $ 1,022.9  
    Deferred Gain – end of period     90.7       95.3       90.7       95.3  
    Accumulated other comprehensive loss – end of period     67.3       125.3       67.3       125.3  
    Income taxes related to accumulated other comprehensive loss – end of period     (14.1 )     (26.3 )     (14.1 )     (26.3 )
    Adjusted stockholders’ equity – end of period     1,227.0       1,217.2       1,227.0       1,217.2  
    Adjusted stockholders’ equity – beginning of period     1,228.8       1,213.0       1,245.2       1,199.1  
    Average adjusted stockholders’ equity (1) D   1,227.9       1,215.1       1,236.1       1,208.2  
                     
    Return on stockholders’ equity A / C   2.8 %     3.1 %     4.0 %     5.9 %
    Annualized return on stockholders’ equity     11.0       12.4       7.9       11.8  
                     
    Adjusted return on stockholders’ equity (1) B / D   0.9 %     2.3 %     2.7 %     3.7 %
    Annualized adjusted return on stockholders’ equity (1)     3.7       9.2       5.3       7.5  
                     
    (1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.
    EMPLOYERS HOLDINGS, INC.
    Combined Ratios (unaudited)
    $ in millions, except per share amounts
     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
          2025       2024       2025       2024  
                     
    Net premiums earned A $ 198.3     $ 187.8     $ 381.3     $ 372.6  
    Losses and LAE incurred B   140.1       108.8       260.8       225.3  
    Amortization of deferred reinsurance gain – losses     1.7       1.5       3.3       3.0  
    Amortization of deferred reinsurance gain – contingent commission           0.4             0.8  
    LPT contingent commission adjustments           0.2             0.4  
    Losses and LAE excluding LPT(1) C $ 141.8     $ 110.9       264.1       229.5  
    Prior year loss reserve development     0.3       (9.1 )     1.6       (9.2 )
    Losses and LAE excluding LPT – current accident year D $ 141.5     $ 120.0     $ 262.5     $ 238.7  
    Commission expense E $ 26.1     $ 26.0     $ 49.1     $ 51.1  
    Underwriting expenses F $ 43.1     $ 42.2     $ 86.0     $ 88.4  
    GAAP combined ratio:                
    Loss and LAE ratio B/A   70.7 %     57.9 %     68.4 %     60.5 %
    Commission expense ratio E/A   13.2       13.9       12.9       13.7  
    Underwriting expense ratio F/A   21.7       22.4       22.6       23.7  
    GAAP combined ratio     105.6 %     94.2 %     103.9 %     97.9 %
    Combined ratio excluding LPT:(1)                
    Loss and LAE ratio excluding LPT C/A   71.5 %     59.1 %     69.3 %     61.6 %
    Commission expense ratio E/A   13.2       13.9       12.9       13.7  
    Underwriting expense ratio F/A   21.7       22.4       22.6       23.7  
    Combined ratio excluding LPT     106.4 %     95.4 %     104.8 %     99.0 %
    Combined ratio excluding LPT: current accident year:(1)                
    Loss and LAE ratio excluding LPT D/A   71.4 %     63.9 %     68.8 %     64.1 %
    Commission expense ratio E/A   13.2       13.9       12.9       13.7  
    Underwriting expense ratio F/A   21.7       22.4       22.6       23.7  
    Combined ratio excluding LPT: current accident year     106.3 %     100.2 %     104.3 %     101.5 %
                     
    (1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.
    EMPLOYERS HOLDINGS, INC.
    Roll-forward of Unpaid Losses and LAE (unaudited)
    $ in millions
     
      Three Months Ended   Six Months Ended
      June 30,   June 30,
        2025     2024       2025     2024  
               
    Unpaid losses and LAE at beginning of period $ 1,792.6   $ 1,874.5     $ 1,808.2   $ 1,884.5  
    Reinsurance recoverable, excluding CECL allowance, on unpaid losses and LAE   407.1     424.0       412.4     428.4  
    Net unpaid losses and LAE at beginning of period   1,385.5     1,450.5       1,395.8     1,456.1  
    Losses and LAE incurred:              
    Current year losses   141.5     120.0       262.5     238.7  
    Prior year losses on voluntary business       (9.3 )     0.7     (9.3 )
    Prior year losses on involuntary business   0.3     0.2       0.9     0.1  
    Total losses incurred   141.8     110.9       264.1     229.5  
    Losses and LAE paid:              
    Current year losses   26.0     24.1       34.0     30.9  
    Prior year losses   115.5     104.7       240.1     222.1  
    Total paid losses   141.5     128.8       274.1     253.0  
    Net unpaid losses and LAE at end of period   1,385.8     1,432.6       1,385.8     1,432.6  
    Reinsurance recoverable, excluding CECL allowance, on unpaid losses and LAE   401.0     418.3       401.0     418.3  
    Unpaid losses and LAE at end of period $ 1,786.8   $ 1,850.9     $ 1,786.8   $ 1,850.9  

    Total losses and LAE shown in the above table exclude amortization of the Deferred Gain and LPT contingent commission adjustments, which totaled $1.7 million and $2.1 million for the three months ended June 30, 2025 and 2024, respectively, and $3.3 million and $4.2 million, for the six months ended June 30, 2025 and 2024, respectively.

    EMPLOYERS HOLDINGS, INC.
    Consolidated Investment Portfolio (unaudited)
    $ in millions
     
        June 30, 2025   December 31, 2024
    Investment Positions:   Cost or
    Amortized

    Cost (1)
      Net Unrealized
    Gain (Loss)
      Fair Value   %   Fair Value   %
    Fixed maturity securities   $ 2,145.5   $ (67.4 )   $ 2,077.0   82 %   $ 2,097.4   83 %
    Equity securities     155.5     120.1       275.6   11       259.8   10  
    Short-term investments     9.0           9.0         0.1    
    Other invested assets     85.9     12.7       98.6   4       106.6   4  
    Cash and cash equivalents     69.1           69.1   3       68.3   3  
    Restricted cash and cash equivalents     0.2           0.2         0.2    
    Total investments and cash   $ 2,465.2   $ 65.4     $ 2,529.5   100 %   $ 2,532.4   100 %
                             
    Breakout of Fixed Maturity Securities:                        
    U.S. Treasuries and agencies   $ 68.0   $ (0.5 )   $ 67.5   3 %   $ 59.3   3 %
    States and municipalities     169.9     (2.0 )     167.9   8       159.3   8  
    Corporate securities     822.2     (24.8 )     797.2   38       803.0   38  
    Mortgage-backed securities     713.5     (37.3 )     675.9   33       684.9   33  
    Asset-backed securities     195.9     (0.1 )     195.8   9       214.0   10  
    Collateralized loan obligations     26.0     (0.1 )     25.9   1       35.3   2  
    Bank loans and other     150.0     (2.6 )     146.8   7       141.6   7  
    Total fixed maturity securities   $ 2,145.5   $ (67.4 )   $ 2,077.0   100 %   $ 2,097.4   100 %
    Weighted average book yield 4.5%   4.5%
    Average credit quality (S&P) A+   A+
    Duration(2) 4.3   4.5
    (1) Amortized cost excludes allowance for current expected credit losses of $1.1 million      
    (2) Duration is measured by the sensitivity to changes in interest rates      
    EMPLOYERS HOLDINGS, INC.
    Book Value Per Share (unaudited)
    $ in millions, except per share amounts
     
        June 30,
    2025
      March 31,
    2025
      December 31,
    2024
      June 30,
    2024
    Numerators:                
    Stockholders’ equity A $ 1,083.1     $ 1,075.7     $ 1,068.7     $ 1,022.9  
    Plus: Deferred Gain     90.7       92.4       94.0       95.3  
    Stockholders’ equity including the Deferred Gain (1) B   1,173.8       1,168.1       1,162.7       1,118.2  
    Accumulated other comprehensive loss     67.3       76.8       104.5       125.3  
    Income taxes related to accumulated other comprehensive loss     (14.1 )     (16.1 )     (22.0 )     (26.3 )
    Adjusted stockholders’ equity (1) C $ 1,227.0     $ 1,228.8     $ 1,245.2     $ 1,217.2  
                     
    Denominator (shares outstanding) D   23,740,953       24,210,602       24,556,706       24,896,116  
                     
    Book value per share (1) A / D $ 45.62     $ 44.43     $ 43.52     $ 41.09  
    Book value per share including the Deferred Gain(1) B / D   49.44       48.25       47.35       44.91  
    Adjusted book value per share (1) C / D   51.68       50.75       50.71       48.89  
                     
    Year-over-year change in: (2)                
    Book value per share     14.0 %     13.5 %     11.9 %     15.7 %
    Book value per share including the Deferred Gain     12.8       12.3       10.6       14.0  
    Adjusted book value per share     8.2       8.5       9.8       10.2  
                     
    (1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.
    (2) Reflects the twelve month change in book value per share after taking into account dividends declared of $1.22, $1.20, $1.18 and $1.14 for the twelve month periods ended June 30, 2025, March 31, 2025, December 31, 2024 and June 30, 2024, respectively.
    EMPLOYERS HOLDINGS, INC.
    Earnings Per Share (unaudited)
    $ in millions, except per share amounts
     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
          2025       2024       2025       2024  
    Numerators:                
    Net income A $ 29.7     $ 31.7     $ 42.5     $ 60.0  
    Impact of the LPT Agreement     (1.7 )     (2.1 )     (3.3 )     (4.2 )
    Net income excluding LPT (1) B   28.0       29.6       39.2       55.8  
    Net realized and unrealized gains on investments     (20.9 )     (2.2 )     (8.1 )     (13.6 )
    Income tax expense related to items excluded from Net income     4.4       0.5       1.7       2.9  
    Adjusted net income (1) C $ 11.5     $ 27.9     $ 32.8     $ 45.1  
                     
    Denominators:                
    Average common shares outstanding (basic) D   24,005,881       25,278,473       24,201,160       25,312,208  
    Average common shares outstanding (diluted) E   24,136,221       25,363,941       24,370,311       25,449,957  
                     
    Earnings per share:                
    Basic A / D $ 1.24     $ 1.25     $ 1.76     $ 2.37  
    Diluted A / E   1.23       1.25       1.74       2.36  
                     
    Earnings per share excluding LPT: (1)                
    Basic B / D $ 1.17     $ 1.17     $ 1.62     $ 2.20  
    Diluted B / E   1.16       1.17       1.61       2.19  
                     
    Adjusted earnings per share: (1)                
    Basic C / D $ 0.48     $ 1.10     $ 1.36     $ 1.78  
    Diluted C / E   0.48       1.10       1.35       1.77  
                     
    (1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.

    Non-GAAP Financial Measures

    Within this earnings release we present the following measures, each of which are “non-GAAP financial measures.” A reconciliation of these measures to the Company’s most directly comparable GAAP financial measures is included herein. Management believes that these non-GAAP measures are important to the Company’s investors, analysts and other interested parties who benefit from having an objective and consistent basis for comparison with other companies within our industry. Management further believes that these measures are more relevant than comparable GAAP measures in evaluating our financial performance.

    The LPT Agreement is a non-recurring transaction that no longer provides any ongoing cash benefits to the Company. Management believes that providing non-GAAP measures that exclude the effects of the LPT Agreement (amortization of deferred reinsurance gain, adjustments to LPT Agreement ceded reserves and adjustments to the contingent commission receivable) is useful in providing investors, analysts and other interested parties a meaningful understanding of the Company’s ongoing underwriting performance.

    Deferred reinsurance gain (Deferred Gain) reflects the unamortized gain from the LPT Agreement. This gain has been deferred and is being amortized using the recovery method, whereby the amortization is determined by the proportion of actual reinsurance recoveries to total estimated recoveries, except for the contingent profit commission, which was amortized through June 30, 2024, the date of its final determination. Amortization is reflected in losses and LAE incurred.

    Adjusted net income (see Page 3 for calculations) is net income excluding the effects of the LPT Agreement, and net realized and unrealized gains and losses on investments (net of tax), and any miscellaneous non-recurring transactions (net of tax). Management believes that providing this non-GAAP measures is helpful to investors, analysts and other interested parties in identifying trends in the Company’s operating performance because such items have limited significance to its ongoing operations or can be impacted by both discretionary and other economic factors and may not represent operating trends.

    Stockholders’ equity including the Deferred Gain (see Page 8 for calculations) is stockholders’ equity including the Deferred Gain. Management believes that providing this non-GAAP measure is useful in providing investors, analysts and other interested parties a meaningful measure of the Company’s total underwriting capital.

    Adjusted stockholders’ equity (see Page 8 for calculations) is stockholders’ equity including the Deferred Gain, less accumulated other comprehensive income (net of tax). Management believes that providing this non-GAAP measure is useful to investors, analysts and other interested parties since it serves as the denominator to the Company’s adjusted return on stockholders’ equity metric.

    Return on stockholders’ equity and Adjusted return on stockholders’ equity (see Page 4 for calculations). Management believes that these profitability measures are widely used by our investors, analysts and other interested parties.

    Book value per share, Book value per share including the Deferred Gain, and Adjusted book value per share (see Page 8 for calculations). Management believes that these valuation measures are widely used by our investors, analysts and other interested parties.

    Net income excluding LPT (see Page 3 for calculations). Management believes that these performance and underwriting measures are widely used by our investors, analysts and other interested parties.

    The MIL Network

  • MIL-OSI: Enact Reports Second Quarter 2025 Results; Announces $0.21 Per Share Quarterly Dividend

    Source: GlobeNewswire (MIL-OSI)

    GAAP Net Income of $168 million, or $1.11 per diluted share
    Adjusted Operating Income of $174 million, or $1.15 per diluted share
    Return on Equity of 13.0% and Adjusted Operating Return on Equity of 13.4%
    Primary Insurance in-force of $270 billion, a 1% increase from second quarter 2024
    PMIERs Sufficiency of 165% or approximately $2.0 billion
    Book Value Per Share of $35.20 and Book Value Per Share excluding AOCI of $35.90
    Increased Full-Year Capital Return Guidance to Approximately $400 million

    RALEIGH, N.C., July 30, 2025 (GLOBE NEWSWIRE) — Enact Holdings, Inc. (Nasdaq: ACT) today announced financial results for the second quarter of 2025.

    “Our strong second quarter results underscore the resilience of our business model and the consistency of our execution,” stated Rohit Gupta, President and CEO of Enact. “We continue to navigate an evolving market, grow our insurance in-force, maintain robust risk and expense management and deliver strong capital returns while also investing in our business. As we look ahead, we remain confident in the fundamentals of the housing market and our ability to deliver long-term value for all stakeholders while helping more people responsibly achieve and sustain homeownership.”

    Key Financial Highlights

    (In millions, except per share data or otherwise noted) 2Q25 1Q25 2Q24
    Net Income (loss) $168 $166 $184
    Diluted Net Income (loss) per share $1.11 $1.08 $1.16
    Adjusted Operating Income (loss) $174 $169 $201
    Adj. Diluted Operating Income (loss) per share $1.15 $1.10 $1.27
    NIW ($B) $13 $10 $14
    Primary Persistency Rate 82% 84% 83%
    Primary IIF ($B) $270 $268 $266
    Net Premiums Earned $245 $245 $245
    Losses Incurred $25 $31 $(17)
    Loss Ratio 10% 12% (7)%
    Operating Expenses $53 $53 $56
    Expense Ratio 22% 21% 23%
    Net Investment Income $66 $63 $60
    Net Investment gains (losses) $(7) $(3) $(8)
    Return on Equity 13.0% 13.1% 15.4%
    Adjusted Operating Return on Equity 13.4% 13.4% 16.9%
    PMIERs Sufficiency ($) $1,961 $1,966 $2,057
    PMIERs Sufficiency (%) 165% 165% 169%
           

    Second Quarter 2025 Financial and Operating Highlights

    • Net income was $168 million, or $1.11 per diluted share, compared with $166 million, or $1.08 per diluted share, for the first quarter of 2025 and $184 million, or $1.16 per diluted share, for the second quarter of 2024. Adjusted operating income was $174 million, or $1.15 per diluted share, compared with $169 million, or $1.10 per diluted share, for the first quarter of 2025 and $201 million, or $1.27 per diluted share, for the second quarter of 2024.
    • New insurance written (NIW) was approximately $13 billion, up 35% from the first quarter of 2025, primarily from seasonality in the purchase origination market, and modestly down from the second quarter of 2024. NIW for the current quarter was comprised of 96% monthly premium policies and 93% purchase originations.
    • Persistency remained elevated at 82%, down from 84% in the first quarter of 2025 and down from 83% in the second quarter of 2024. Approximately 7% of the mortgages in our portfolio had rates at least 50 basis points above June 2025’s average mortgage rate of 6.8%.
    • Primary insurance in-force (IIF) was $270 billion, up approximately 1% from $268 billion in the first quarter of 2025 and up approximately  1% from $266 billion in the second quarter of 2024.
    • Net premiums earned were $245 million, approximately flat from the first quarter of 2025 and modestly increased from the second quarter of 2024. The year-over-year increase is primarily driven by premium growth from attractive adjacencies and growth in primary insurance in-force, mostly offset by higher ceded premiums.
    • Losses incurred for the second quarter of 2025 were $25 million and the loss ratio was 10%, compared to $31 million and 12%, respectively, in the first quarter of 2025 and $(17) million and (7)%, respectively, in the second quarter of 2024. The current quarter’s reserve release of $48 million from favorable cure performance and loss mitigation activities compares to a reserve release of $47 million and $77 million in the first quarter of 2025 and second quarter of 2024, respectively. The reserve release in the second quarter of 2024 benefited from reduction of claim rate from 10% to 9%.
    • Operating expenses in the current quarter were $53 million, and the expense ratio was 22%. This compared to $53 million and 21%, respectively, in the first quarter of 2025 and $56 million and 23%, respectively in the second quarter of 2024. The year-over-year decrease was primarily driven by the prior year restructuring costs of $3 million from a voluntary separation program.
    • Net investment income was $66 million, up from $63 million in the first quarter of 2025 and up from $60 million in the second quarter of 2024, driven by the continuation of elevated interest rates and higher average invested assets.
    • Net investment gains (losses) in the quarter were $(7) million, as compared to $(3) million sequentially and $(8) million in the same period last year. The activity is primarily driven by the identification of assets that upon selling allow us to recoup losses through higher net investment income.
    • Annualized return on equity for the second quarter of 2025 was 13.0% and annualized adjusted operating return on equity was 13.4%. This compares to the first quarter of 2025 results of 13.1% and 13.4%, respectively, and to second quarter 2024 results of 15.4% and 16.9%, respectively.

    Capital and Liquidity

    • We paid approximately $31 million, or $0.21 per share, dividend in the second quarter.
    • EMICO completed a dividend of approximately $130 million in the second quarter that will primarily be used to support our ability to return capital to shareholders and bolster financial flexibility.
    • Enact Holdings, Inc. held $345 million in cash and cash equivalents plus $306 million of invested assets as of June 30, 2025. Combined cash and invested assets decreased $3 million from the prior quarter, primarily due to  share buybacks, our quarterly dividend and interest payment on our debt mostly offset by the contribution from EMICO.
    • PMIERs sufficiency was 165% and $2.0 billion above the PMIERs requirements, compared to 165% and $2.0 billion above the PMIERs requirements in the first quarter of 2025.

    Recent Events

    • We repurchased approximately 2.4 million shares at an average price of $35.45 for a total of approximately $85 million in the quarter. Additionally, through July 25, 2025, we repurchased 0.8 million shares at an average price of $35.86 for a total of $30 million. During the quarter we completed our $250 million share repurchase authorization announced May 1, 2024,  and as of July 25, 2025, there was approximately $262 million remaining of our previously announced $350 million repurchase authorization.
    • We announced today that the Board of Directors declared a quarterly dividend of $0.21 per share, payable on September 8, 2025, to shareholders of record on August 18, 2025.
    • We now anticipate a total 2025 capital return of approximately  $400 million; the final amount and form of capital returned to shareholders will depend on business performance, market conditions, and regulatory approvals.

    Conference Call and Financial Supplement Information
    This press release, the second quarter 2025 financial supplement and earnings presentation are now posted on the Company’s website, https://ir.enactmi.com. Investors are encouraged to review these materials.

    Enact will discuss second quarter financial results in a conference call tomorrow, Thursday, July 31, 2025, at 8:00 a.m. (Eastern). Participants interested in joining the call’s live question and answer session are required to pre-register by clicking here to obtain your dial-in number and unique PIN.  It is recommended to join at least 15 minutes in advance, although you may register ahead of the call and dial in at any time during the call.  If you wish to join the call but do not plan to ask questions, a live webcast of the event will be available on our website, https://ir.enactmi.com/news-and-events/events.

    The webcast will also be archived on the Company’s website for one year.

    About Enact
    Enact (Nasdaq: ACT), operating principally through its wholly owned subsidiary Enact Mortgage Insurance Corporation since 1981, is a leading U.S. private mortgage insurance provider committed to helping more people achieve the dream of homeownership. Building on a deep understanding of lenders’ businesses and a legacy of financial strength, we partner with lenders to bring best-in class service, leading underwriting expertise, and extensive risk and capital management to the mortgage process, helping to put more people in homes and keep them there. By empowering customers and their borrowers, Enact seeks to positively impact the lives of those in the communities in which it serves in a sustainable way. Enact is headquartered in Raleigh, North Carolina.

    Safe Harbor Statement
    This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our expected financial and operational results, the related assumptions underlying our expected results, guidance concerning the future return of capital and the quotations of management. These forward-looking statements are distinguished by use of words such as “will,” “may,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” “predict,” “project,” “target,” “could,” “should,” or “intend,” the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. Our forward-looking statements contained herein speak only as of the date of this press release. Factors or events that we cannot predict, including risks related to an economic downturn or a recession in the United States and in other countries around the world; changes in political, business, regulatory, and economic conditions; changes in or to Fannie Mae and Freddie Mac (the “GSEs”), whether through Federal legislation, restructurings or a shift in business practices; failure to continue to meet the mortgage insurer eligibility requirements of the GSEs; competition for customers; lenders or investors seeking alternatives to private mortgage insurance; an increase in the number of loans insured through Federal government mortgage insurance programs, including those offered by the Federal Housing Administration; and other factors described in the risk factors contained in our most recent Annual Report on Form 10-K and other filings with the SEC, may cause our actual results to differ from those expressed in forward-looking statements. Although Enact believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, Enact can give no assurance that its expectations will be achieved and it undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law.

    GAAP/Non-GAAP Disclosure Discussion
    This communication includes the non-GAAP financial measures entitled “adjusted operating income (loss),” “adjusted operating income (loss) per share,” and “adjusted operating return on equity.” Enact Holdings, Inc. (the “Company”) defines adjusted operating income (loss) as net income (loss) excluding the after-tax effects of net investment gains (losses), restructuring costs and infrequent or unusual non-operating items, and gain (loss) on the extinguishment of debt. The Company excludes net investment gains (losses), gains (losses) on the extinguishment of debt and infrequent or unusual non-operating items because the Company does not consider them to be related to the operating performance of the Company and other activities. The recognition of realized investment gains or losses can vary significantly across periods as the activity is highly discretionary based on the timing of individual securities sales due to such factors as market opportunities or exposure management. Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these realized gains and losses. We do not view them to be indicative of our fundamental operating activities. Therefore, these items are excluded from our calculation of adjusted operating income. In addition, adjusted operating income (loss) per share is derived from adjusted operating income (loss) divided by shares outstanding. Adjusted operating return on equity is calculated as annualized adjusted operating income for the period indicated divided by the average of current period and prior periods’ ending total stockholders’ equity.

    While some of these items may be significant components of net income (loss) in accordance with U.S. GAAP, the Company believes that adjusted operating income (loss) and measures that are derived from or incorporate adjusted operating income (loss), including adjusted operating income (loss) per share on a basic and diluted basis and adjusted operating return on equity, are appropriate measures that are useful to investors because they identify the income (loss) attributable to the ongoing operations of the business. Management also uses adjusted operating income (loss) as a basis for determining awards and compensation for senior management and to evaluate performance on a basis comparable to that used by analysts. Adjusted operating income (loss) and adjusted operating income (loss) per share on a basic and diluted basis are not substitutes for net income (loss) available to Enact Holdings, Inc.’s common stockholders or net income (loss) available to Enact Holdings, Inc.’s common stockholders per share on a basic and diluted basis determined in accordance with U.S. GAAP. In addition, the Company’s definition of adjusted operating income (loss) may differ from the definitions used by other companies.

    Adjustments to reconcile net income (loss) available to Enact Holdings, Inc.’s common stockholders to adjusted operating income (loss) assume a 21% tax rate.

    The tables at the end of this press release provide a reconciliation of net income (loss) to adjusted operating income (loss) and U.S. GAAP return on equity to adjusted operating return on equity for the three months ended June 30, 2025 and 2024, as well as for the three months ended March 31, 2025.

    Exhibit A: Consolidated Statements of Income (amounts in thousands, except per share amounts)

      2Q25 1Q25 2Q24
    REVENUES:      
    Premiums $245,289 $244,786 $244,567
    Net investment income 65,884 63,037 59,773
    Net investment gains (losses) (7,343) (3,243) (7,713)
    Other income 1,060 2,196 2,207
    Total revenues 304,890 306,776 298,834
           
    LOSSES AND EXPENSES:      
    Losses incurred 25,289 30,541 (16,821)
    Acquisition and operating expenses, net of deferrals 50,598 50,094 53,960
    Amortization of deferred acquisition costs and intangibles 2,205 2,429 2,292
    Interest expense 12,296 12,291 13,644
    Loss on debt extinguishment 0 0 10,930
    Total losses and expenses 90,388 95,355 64,005
           
    INCOME BEFORE INCOME TAXES 214,502 211,421 234,829
    Provision for income taxes 46,694 45,643 51,156
    NET INCOME $167,808 $165,778 $183,673
           
    Net investment (gains) losses 7,343 3,243 7,713
    Costs associated with reorganization (24) 629 3,435
    Loss on debt extinguishment 0 0 10,930
    Taxes on adjustments (1,537) (813) (4,636)
    Adjusted Operating Income $173,590 $168,837 $201,115
           
    Loss ratio(1) 10% 12% (7)%
    Expense ratio(2) 22% 21% 23%
    Earnings Per Share Data:      
    Net Income per share      
    Basic $1.12 $1.09 $1.17
    Diluted $1.11 $1.08 $1.16
    Adj operating income per share      
    Basic $1.16 $1.11 $1.28
    Diluted $1.15 $1.10 $1.27
    Weighted-average common shares outstanding      
    Basic 149,940 151,831 157,193
    Diluted 150,729 152,907 158,571
           
    (1)The ratio of losses incurred to net earned premiums.
    (2)The ratio of acquisition and operating expenses, net of deferrals, and amortization of deferred acquisition costs and intangibles to net earned premiums. Expenses associated with strategic transaction preparations and restructuring costs increased the expense ratio by zero percentage points for the three-month periods ended June 30, 2025 and March 31, 2025, one percentage point for the three-month period ended June 30, 2024.
     

    Exhibit B: Consolidated Balance Sheets (amounts in thousands, except per share amounts)

    Assets 2Q25 1Q25 2Q24
    Investments:      
    Fixed maturity securities available-for-sale, at fair value $5,896,818 $5,815,337 $5,331,345
    Short term investments 3,001 3,696 12,313
    Total investments 5,899,819 5,819,033 5,343,658
    Cash and cash equivalents 612,967 635,269 699,035
    Accrued investment income 53,259 49,654 45,317
    Deferred acquisition costs 22,910 23,322 24,619
    Premiums receivable 44,091 46,451 48,698
    Other assets 107,882 103,351 98,929
    Deferred tax asset 32,545 44,440 89,116
    Total assets $6,773,473 $6,721,520 $6,349,372
           
    Liabilities and Shareholders’ Equity      
    Liabilities:      
    Loss reserves $551,940 $542,528 $508,138
    Unearned premiums 101,205 107,519 129,870
    Other liabilities 153,447 208,667 143,167
    Long-term borrowings 743,753 743,399 742,368
    Total liabilities 1,550,345 1,602,113 1,523,543
    Equity:      
    Common stock 1,484 1,508 1,561
    Additional paid-in capital 1,927,372 2,007,776 2,220,903
    Accumulated other comprehensive income (104,342) (152,482) (236,305)
    Retained earnings 3,398,614 3,262,605 2,839,670
    Total equity 5,223,128 5,119,407 4,825,829
    Total liabilities and equity $6,773,473 $6,721,520 $6,349,372
           
    Book value per share $35.20 $33.96 $30.91
    Book value per share excluding AOCI $35.90 $34.97 $32.43
           
    U.S. GAAP ROE(1) 13.0% 13.1% 15.4%
    Net investment (gains) losses 0.6% 0.3% 0.6%
    Costs associated with reorganization 0.0% 0.0% 0.3%
    (Gains) losses on early extinguishment of debt 0.0% 0.0% 0.9%
    Taxes on adjustments (0.1)% (0.1)% (0.4)%
    Adjusted Operating ROE(2) 13.4% 13.4% 16.9%
           
    Debt to Capital Ratio 12% 13% 13%
           
    (1)Calculated as annualized net income for the period indicated divided by the average of current period and prior periods’ ending total stockholders’ equity
    (2)Calculated as annualized adjusted operating income for the period indicated divided by the average of current period and prior periods’ ending total stockholders’ equity
     

    This press release was published by a CLEAR® Verified individual.

    The MIL Network

  • MIL-OSI: Duos Technologies Group, Inc. Announces Proposed Public Offering of Common Stock

    Source: GlobeNewswire (MIL-OSI)

    JACKSONVILLE, Fla., July 30, 2025 (GLOBE NEWSWIRE) — Duos Technologies Group, Inc. (“Duos” or the “Company”) (Nasdaq: DUOT) a provider of adaptive, versatile and streamlined Edge Data Center (“EDC”) solutions tailored to meet evolving needs in any environment, today announced that it is commencing an underwritten public offering of shares of its common stock (or common stock equivalents). The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

    The net proceeds from the offering will be used to expand, accelerate, and further commercialize the Company’s Edge Data Center business. With this funding, the Company is expected to be fully capitalized to execute on its substantial backlog and advance to Stage 2 of its EDC strategy, which is the development and deployment of more than 65 edge data centers.

    Titan Partners Group, a division of American Capital Partners, is acting as the sole bookrunner for the offering.

    The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-272603) filed with the Securities and Exchange Commission (“SEC”) on June 12, 2023, and declared effective by the SEC on June 21, 2023.

    A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available, may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 29th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other 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 Duos Technologies Group, Inc.
    Duos Technologies Group, Inc. (Nasdaq: DUOT), based in Jacksonville, Florida, through its wholly owned subsidiaries, Duos Technologies, Inc., Duos Edge AI, Inc., and Duos Energy Corporation, designs, develops, deploys and operates intelligent technology solutions for Machine Vision and Artificial Intelligence (“AI”) applications including real-time analysis of fast-moving vehicles, Edge Data Centers and power consulting. For more information, visit www.duostech.com, www.duosedge.ai and www.duosenergycorp.com.

    Forward-Looking Statements
    This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things our expectations regarding the completion, terms, size, and timing of the public offering, and with respect to granting the underwriters a 30-day option to purchase additional shares, in addition to our plans, strategies and prospects — both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law. All forward-looking statements attributable to Duos Technologies Group, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.

    This press release was published by a CLEAR® Verified individual.

    The MIL Network

  • MIL-OSI: Ozak AI Enters Stage 4 of Presale at $0.005 After Raising Over $1.5 Million in Early Rounds

    Source: GlobeNewswire (MIL-OSI)

    ROAD TOWN, British Virgin Islands, July 30, 2025 (GLOBE NEWSWIRE) — Ozak AI has officially launched Stage 4 of its presale, pricing the $OZ token at $0.005 following strong momentum from previous rounds. With over $1.5 million already raised and more than 60 million tokens sold, the project is drawing increasing attention for its real-world AI utility and decentralized infrastructure model. The growing presale demand reflects investor confidence in Ozak AI’s ability to merge artificial intelligence with blockchain through practical applications in sectors such as finance, logistics, and automation.

    The model pricing has also drawn the attention of early adopters and intelligent investors, with a total of more than $1.50 million raised so far. Valuable upwards momentum, well-defined utility potential, and an ever-increasing interest of both retail and institutional communities of investors are making the presale of Ozak AI quite a trending subject.

    Real Utility vs. Demand: The Driving Force Behind Real-World Demand is Real Utility

    Ozak AI combines blockchain and artificial intelligence through a decentralized infrastructure network (DePIN), emphasizing real-time AI services and secure data handling. This innovative platform addresses practical challenges in finance, logistics, data security and automation by delivering decentralized AI solutions with real-world impact.

    The commitment to tangible utility has attracted strong investor interest during Ozak AI’s presale. The platform offers advanced features such as Prediction Agents (PAs), the Ozak Stream Network (OSN), EigenLayer AVS, Arbitrum Orbit integration, Ozak Data Vaults, AI-powered prediction agents, real-time data analytics, smart contract execution and more. These capabilities enable companies to scale efficiently, reduce costs, and make data-driven decisions—bringing AI functionality to where it is needed most.

    Youtube embed:

    Next 500X AI Altcoin

    Enthusiastic Demand Speculates on Increased Confidence

    Ozak AI appears to be on the right track, with its strategic long-term growth approach resonating increasingly with investors. The token price has risen from $0.001 to $0.005 during the presale phases, marking a 400% increase so far. With a $1 target price, early investors could see a potential return on investment (ROI) of 20,000%. The $OZ token presale has already raised over $1.50 million, with more than 60.76 million $OZ tokens sold, reflecting strong demand and growing confidence even before the token is listed on exchanges.

    Every price level during the presale introduces more urgency to the presale, impelling people to participate early. Investors know that even at this stage (Stage 4: $0.005), the potential has a great way to go up, as additional exchange listings in the future will come up. The value promise is evident but convincing based on the idea that Ozak AI is all about providing working toolsets and platforms of AI in the real world. It is not a speculation that can be exciting, but a belief in products and their relevance in the market.

    What is So Special About Ozak AI That it May Bring Better ROI as Compared to Many Altcoins?

    The uniqueness of the Ozak AI is that it is hybrid in its utility. This project allows for the formation of a decentralized ecosystem of smart contracts, predictive algorithms, and autonomous apps by using both AI and blockchain. This is a synergy between the two most progressive technologies that will enable Ozak AI to perform even better than the traditional altcoins, which are based on the concept of single utility.

    Conclusion

    Ozak AI is proving to be more than just another blockchain project—it’s a real-world solution provider with a clear technological edge. From its low-cost, high-reward Stage 1 entry point of $0.001 to its current presale pricing of $0.005, every phase of its rollout reflects strong demand and purposeful growth. As the platform bridges the gap between AI and decentralized infrastructure, investor enthusiasm continues to rise.

    For more information about Ozak AI, visit the links below:

    Website: https://ozak.ai/
    Twitter/X: https://x.com/OzakAGI
    Telegram: https://t.me/OzakAGI

    Media Contact: 
    Andres Brinc 
    media@ozak.ai

    Disclaimer: This content is provided byOzak AI. The statements, views, and opinions expressed in this content are solely those of the content provider and do not necessarily reflect the views of this media platform or its publisher. We do not endorse, verify, or guarantee the accuracy, completeness, or reliability of any information presented. We do not guarantee any claims, statements, or promises made in this article. This content is for informational purposes only and should not be considered financial, investment, or trading advice. Investing in crypto and mining-related opportunities involves significant risks, including the potential loss of capital. It is possible to lose all your capital. These products may not be suitable for everyone, and you should ensure that you understand the risks involved. Seek independent advice if necessary. Speculate only with funds that you can afford to lose. Readers are strongly encouraged to conduct their own research and consult with a qualified financial advisor before making any investment decisions. However, due to the inherently speculative nature of the blockchain sector—including cryptocurrency, NFTs, and mining—complete accuracy cannot always be guaranteed. Neither the media platform nor the publisher shall be held responsible for any fraudulent activities, misrepresentations, or financial losses arising from the content of this press release. In the event of any legal claims or charges against this article, we accept no liability or responsibility. Globenewswire does not endorse any content on this page.

    Legal Disclaimer: This media platform provides the content of this article on an “as-is” basis, without any warranties or representations of any kind, express or implied. We assume no responsibility for any inaccuracies, errors, or omissions. We do not assume any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information presented herein. Any concerns, complaints, or copyright issues related to this article should be directed to the content provider mentioned above.

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d5a7b4e2-8424-43d4-9ed8-64195f1e6b86

    The MIL Network

  • MIL-OSI: Pathfinder Bancorp, Inc. Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    OSWEGO, N.Y., July 30, 2025 (GLOBE NEWSWIRE) — Pathfinder Bancorp, Inc. (“Pathfinder” or the “Company”) (NASDAQ: PBHC) announced its financial results for the second quarter ended June 30, 2025.

    The holding company for Pathfinder Bank (“the Bank”) reported net income attributable to common shareholders of $31,000, or less than $0.01 per diluted share in the second quarter of 2025, compared to $3.0 million or $0.47 per diluted share in the first quarter of 2025 and $2.0 million or $0.32 per share in the second quarter of 2024.

    Second Quarter 2025 Highlights and Key Developments

    • The Company continued to undertake proactive measures in the second quarter to mitigate credit risk and enhance asset quality metrics for the long term. These included the July 2025 sale of $9.3 million in nonperforming and classified loans associated with one local commercial relationship for a pre-tax loss of $3.1 million recorded as a second quarter 2025 lower of cost or market adjustment to loans held for sale (“LOCOM HFS adjustment”), representing $0.40 per diluted share net of tax, as well as $2.6 million in net charge offs (“NCOs”) that are reflected in provision expense of $1.2 million.
    • Nonperforming loans declined to $11.7 million at period end, improving by 11.7% during the second quarter and 52.3% from June 30, 2024. Nonperforming loans also declined to 1.28% of total loans at period end, improving from 1.45% on March 31, 2025 and 2.76% on June 30, 2024.
    • Total deposits were $1.22 billion at period end, compared to $1.26 billion on March 31, 2025 and $1.10 billion on June 30, 2024. During the second quarter of 2025, total balances declined on reductions in higher-cost time and money market accounts, as well as regular municipal deposit seasonality. Core deposits grew to 78.47% of total deposits at period end from 78.31% on March 31, 2025 and 67.98% on June 30, 2024.
    • Total loans were $909.7 million at period end, reflecting the move of $3.2 million in balances to held-for-sale status for the July 2025 sale of nonperforming and classified loans, compared to $912.2 million on March 31, 2025 and $888.3 million on June 30, 2024. Commercial loans grew to $549.1 million or 60.4% of total loans at period end, compared to $542.7 million on March 31, 2025 and $527.2 million on June 30, 2024.
    • Net interest income was $10.8 million and net interest margin (“NIM”) was 3.11% in the second quarter of 2025. Linked quarter results reflected 2024 interest recovered from loans removed from nonaccrual status and income from prepayment fees, adding approximately $347,000 to net interest income of $11.4 million and 10 basis points to NIM of 3.31%. Second quarter 2024 net interest income was $9.5 million and NIM was 2.78%.
    • The efficiency ratio was 65.66%, compared to 67.19% in the linked quarter and 74.36% in the year-ago period. The efficiency ratio, which is not a financial metric under generally accepted accounting principles (“GAAP”), is a measure that the Company believes is helpful to understanding its level of non-interest expense as a percentage of total revenue.
    • Pre-tax, pre-provision (“PTPP”) net income was $4.2 million, compared to $4.2 million in the linked quarter and $2.8 million in the year-ago period. PTPP net income, which is not a financial metric under GAAP, is a measure that the Company believes is helpful to understanding profitability without giving effect to income taxes and provision for credit losses.  

    “Pathfinder’s more exacting approach to proactive credit risk mitigation continues to be implemented, with measures taken to proactively address certain loans experiencing credit deterioration resulting in elevated charge offs and the sale of nonperforming and classified commercial loans associated with a single in-market commercial relationship,” said President and Chief Executive Officer James A. Dowd. “These steps were taken as part of our ongoing efforts to enhance Pathfinder’s asset quality and resilience over the long term.”

    Dowd added, “Growing our Central New York core deposit franchise remains an ongoing area of focus, as it continues to serve as a valuable source of low-cost funding for local, relationship-based lending opportunities with small- and middle-market businesses and consumers in our attractive regional markets.”

    Net Interest Income and Net Interest Margin
    Second quarter 2025 net interest income was $10.8 million, a decrease of $597,000, or 5.2%, from the first quarter of 2025. The decrease from the linked quarter was due in part to approximately $347,000 of first quarter 2025 net interest income attributed to 2024 interest recovered from loans removed from nonaccrual status and income from prepayment fees.

    A decrease in interest and dividend income of $259,000 from the linked quarter was attributed to average yield decreases of 22 basis points on loans, which benefited by 15 basis points from 2024 interest recovered from loans removed from nonaccrual status and income from prepayment fees in the first quarter of 2025. The interest and dividend income decrease was also attributed to 5 basis points on fed funds sold and interest-earning deposits, and 11 basis points on all interest-earning assets, partially offset by average yield increases on taxable and tax-exempt securities of 3 and 76 basis points, respectively. In addition, average loan balances declined by $4.9 million, while average balances of lower-yielding taxable securities increased by $18.5 million. The corresponding decrease in loan interest income and federal funds sold and interest-earning deposits was $566,000 and $21,000, respectively, partially offset by increases in taxable and tax-exempt securities income of $337,000 and $63,000, respectively. An increase in interest expense from the first quarter of 2025 of $338,000 was primarily attributed to a 5 basis point increase in the average cost of interest bearing deposits.

    Net interest margin was 3.11% in the second quarter of 2025 compared to 3.31% in the first quarter 2025. The decrease of 20 basis points reflected lower average loan yields and higher average interest bearing deposit costs in the second quarter of 2025, as well as approximately 10 basis points of first quarter 2025 margin attributed to 2024 interest recovered from loans removed from nonaccrual status and income from prepayment fees.

    Second quarter 2025 net interest income was $10.8 million, an increase of $1.3 million, or 14.1%, from the second quarter of 2024. An increase in interest and dividend income of $160,000 was primarily attributed to average yield increases of 11 basis points on loans and a $25.9 million increase in average loan balances. The corresponding increase in loan interest income was $617,000. A decrease in interest expense of $1.2 million was attributed to reductions in the average cost of interest bearing deposits and total interest-bearing liabilities of 40 basis points and 45 basis points, respectively, as well as reductions in brokered deposits and short-term borrowings expense associated with paydowns of brokered deposits and borrowings utilizing a portion of the low-cost liquidity provided by core deposit growth.

    Net interest margin was 3.11% in the second quarter of 2025 compared to 2.78% in the second quarter of 2024. The increase of 33 basis points reflected higher average loan yields and lower average deposit and borrowing costs in the second quarter of 2025, as compared to the year-ago period.

    Noninterest Income
    Second quarter 2025 noninterest income includes the $3.1 million LOCOM HFS adjustment, with an after-tax effect of $2.5 million or $0.40 per diluted share. Nonperforming and classified loans associated with one local commercial relationship dating back to 2013, with an original principal balance of $9.3 million and a June 30, 2025 principal balance of $6.3 million were sold in July 2025 for $3.2 million to an undisclosed financial buyer.

    Second quarter 2025 noninterest income totaled negative $1.5 million, reflecting the $3.1 million LOCOM HFS adjustment, and no longer includes contributions from the insurance agency business sold in October 2024. Noninterest income was $1.2 million in the linked quarter and $1.2 million, including $260,000 in insurance revenue, in the year-ago period.

    Compared to the linked quarter, second quarter 2025 noninterest income reflected increases of $179,000 in debit card interchange fees and $6,000 in service charges on deposit accounts, as well as a decrease of $6,000 in earnings and gain on bank owned life insurance (“BOLI”). Compared to the linked quarter, second quarter 2025 noninterest income also reflected increases of $202,000 in net unrealized gains on marketable equity securities, as well as decreases of $8,000 in net realized losses on sales and redemptions of investment securities and $4,000 in loan servicing fees.

    Compared to the year-ago period, second quarter 2025 noninterest income included increases of $50,000 in service charges on deposit accounts, as well as decreases of $11,000 in earnings and gain on BOLI, and $11,000 in debit card interchange fees. Compared to the year-ago period, second quarter 2025 noninterest income also reflected an increase of $559,000 in net unrealized gains on marketable equity securities, as well as decreases of $16,000 in net realized gains on sales and redemptions of investment securities and $15,000 in loan servicing fees.

    Noninterest Expense
    Noninterest expense totaled $8.1 million in the second quarter of 2025, including $595,000 in costs associated with the East Syracuse branch acquired in July 2024 and excluding costs for the insurance agency business sold in October 2024. Noninterest expense was $8.4 million in the linked quarter, including East Syracuse branch costs of $577,000, and $7.9 million in the year-ago period, including insurance agency costs of $232,000.

    Salaries and benefits were $4.5 million in the second quarter of 2025, in line with the linked quarter and increased $126,000 from the year-ago period. The increase from the second quarter of 2024 was primarily attributed to the July 2024 East Syracuse Branch Acquisition, which had $116,000 of total salary and benefit expenses in the second quarter of 2025. Excluding the East Syracuse branch, salaries and benefits increased $10,000 from the year-ago period. This increase from the second quarter of 2024 was primarily attributed to a $183,000 increase in stock-based compensation, partially offset by a $106,000 decrease in employee benefits, a $51,000 decrease in salaries and benefits expenses, and a $16,000 decrease in director compensation.  

    Building and occupancy was $1.2 million in the second quarter of 2025, decreasing $117,000 from the linked quarter and increasing $316,000 from the year-ago quarter. The decrease from the linked quarter reflected lower costs associated with building maintenance primarily related to snow removal. The increase from the first quarter of last year was primarily due to ongoing facilities-related costs associated with operating the East Syracuse branch acquired in July 2024.

    Data processing expense was $667,000 in the second quarter of 2025, in line with the linked quarter and increasing $117,000 from the year-ago period. The increase from the second quarter of 2024 was primarily attributed to the ongoing operations of the East Syracuse branch acquired in July 2024.

    No FDIC assessment expense was recorded in the second quarter of 2025, due to modest over-accruals in prior periods, compared to $229,000 and $228,000 in the linked and year-ago periods, respectively. The Company anticipates more normalized FDIC assessments in the future and expects this expense to range between $220,000 to $230,000 per quarter in the second half of 2025.

    Annualized noninterest expense represented 2.18% of average assets in the second quarter of 2025, compared to 2.33% and 2.19% in the linked and year-ago periods. The efficiency ratio was 65.66%, compared to 67.19% and 74.36% in the linked and year-ago periods, respectively. The efficiency ratio, which is not a financial metric under GAAP, is a measure that the Company believes is helpful to understanding its level of non-interest expense as a percentage of total revenue.

    Net Income
    For the second quarter of 2025, net income attributable to common shareholders was $31,000, or less than $0.01 per basic and diluted share. Linked quarter net income was $3.0 million, or $0.48 per basic share and $0.47 per diluted share. Second quarter 2024 net income totaled $2.0 million or $0.32 per basic and diluted share.

    Statement of Financial Condition
    As of June 30, 2025, the Company’s statement of financial condition reflects total assets of $1.51 billion, compared to $1.50 billion and $1.45 billion recorded on March 31, 2025 and June 30, 2024, respectively.

    Loans totaled $909.7 million on June 30, 2025, after $3.2 million in balances were moved to held-for-sale status for the July 2025 sale of nonperforming and classified loans, resulting in a decrease of $2.4 million or 0.3% from March 31, 2025. Total loans increased $21.5 million or 2.4% from one year prior. Consumer and residential loans totaled $362.1 million, decreasing 2.4% during the second quarter and increasing 0.2% from one year prior. Commercial loans totaled $549.1 million, increasing 1.2% during the second quarter and 4.1% from one year prior, despite the recent loan sale.

    With respect to liabilities, deposits totaled $1.22 billion on June 30, 2025, decreasing 3.4% on reductions in higher-cost time and money market accounts, as well as regular municipal deposit seasonality, during the second quarter and increasing 11.0% from one year prior. 

    Shareholders’ equity totaled $124.4 million on June 30, 2025, decreasing $483,000 or 0.4% in the second quarter and increasing $1.1 million or 0.9% from one year prior. The second quarter 2025 decrease primarily reflects a $599,000 decrease in retained earnings, a $426,000 decrease in accumulated other comprehensive loss (“AOCL”), and a $542,000 increase in additional paid in capital. Noncontrolling interest, previously included in equity on the Statements of Financial Condition, was eliminated in October 2024 upon the sale of the Company’s 51% insurance agency ownership interest.

    Asset Quality
    The Company’s asset quality metrics reflect ongoing efforts the Bank is undertaking as part of its commitment to continuously improve its credit risk management approach.

    Nonperforming loans were $11.7 million, or 1.28% of total loans on June 30, 2025, compared to $13.2 million or 1.45% on March 31, 2025 and $24.5 million or 2.76% on June 30, 2024. Continued improvement in nonperforming loans in the second quarter of 2025 primarily resulted from the recent sale of loans associated with one local commercial relationship dating to 2013.

    NCOs after recoveries were $2.6 million or an annualized 1.14% of average loans in the second quarter of 2025, with gross charge offs for consumer loans, purchased loan pools, and commercial loans, offsetting recoveries in each of these categories. NCOs were $340,000 or an annualized 0.15% of average loans in the linked quarter and $66,000 or 0.03% in the prior year period.

    Provision for credit loss expense was $1.2 million in the second quarter of 2025 primarily reflecting NCOs in the period, partially offset by reductions related to quantitative and qualitative factors in the Company’s reserve model. The provision was $457,000 and $290,000 in the linked and year-ago quarters, respectively.

    The Company believes it is sufficiently collateralized and reserved, with an Allowance for Credit Losses (“ACL”) of $16.0 million on June 30, 2025, compared to $17.4 million on March 31, 2025 and $16.9 million on June 30, 2024. As a percentage of total loans, ACL represented 1.76% on June 30, 2025, 1.91% on March 31, 2025, and 1.90% on June 30, 2024.

    Liquidity
    The Company has diligently ensured a strong liquidity profile as of June 30, 2025 to meet its ongoing financial obligations. The Bank’s liquidity management, as evaluated by its cash reserves and operational cash flows from loan repayments and investment securities, remains robust and is effectively managed by the institution’s leadership.

    The Bank’s analysis indicates that expected cash inflows from loans and investment securities are more than sufficient to meet all projected financial obligations. Total deposits were $1.22 billion on June 30, 2025, compared to $1.26 billion on March 31, 2025 and $1.10 billion on June 30, 2024. Decreases in total deposits primarily reflect reductions in higher-cost time and money market accounts, as well as regular municipal deposit seasonality. Core deposits grew to 78.47% of total deposits on June 30, 2025, compared to 78.31% on March 31, 2025 and 67.98% on June 30, 2024. The Bank continues to implement strategic initiatives to enhance its core deposit franchise, including targeted marketing campaigns and customer engagement programs aimed at deepening banking relationships and enhancing deposit stability.

    On June 30, 2025, Pathfinder Bancorp had an available additional funding capacity of $124.5 million with the Federal Home Loan Bank of New York, which complements its liquidity reserves. Moreover, the Bank maintains additional unused credit lines totaling $46.5 million, which provide a buffer for additional funding needs. These facilities, including access to the Federal Reserve’s Discount Window, are part of a comprehensive liquidity strategy that ensures flexibility and readiness to respond to any funding requirements.

    Cash Dividend Declared
    On June 30, 2025, Pathfinder’s Board of Directors declared a cash dividend of $0.10 per share for holders of both voting common and non-voting common stock.

    In addition, this dividend also extends to the notional shares of the Company’s warrants. Shareholders registered by July 18, 2025 will be eligible for the dividend, which is scheduled for disbursement on August 8, 2025. This distribution aligns with Pathfinder Bancorp’s philosophy of consistent and reliable delivery of shareholder value.

    Evaluating the Company’s market performance, the closing stock price as of June 30, 2025 stood at $15.34 per share. This positions the annualized dividend yield at 2.61%.

    About Pathfinder Bancorp, Inc.
    Pathfinder Bancorp, Inc. (NASDAQ: PBHC) is the bank holding company for Pathfinder Bank, which serves Central New York customers throughout Oswego, Syracuse, and their neighboring communities. Strategically located branches, as well as diversified consumer, mortgage, and commercial loan portfolios, reflect the state-chartered Bank’s commitment to in-market relationships and local customer service. The Company also offers investment services to individuals and businesses. More information is available at pathfinderbank.com and ir.pathfinderbank.com.

    Forward-Looking Statements
    Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” These forward-looking statements are based on current beliefs and expectations of the Company’s and the Bank’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s and the Bank’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 materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to: risks related to the real estate and economic environment, particularly in the market areas in which the Company and the Bank operate; fiscal and monetary policies of the U.S. Government; inflation; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; fluctuations in the adequacy of the allowance for credit losses; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in the Company’s filings with the Securities and Exchange Commission, which are available at the SEC’s website, www.sec.gov. 

    This release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position, or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet, or statement of cash flows (or equivalent statements) of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the release of the non-GAAP financial measures to the most directly comparable GAAP financial measure.

    PATHFINDER BANCORP, INC.                              
    Selected Financial Information (Unaudited)                              
    (Amounts in thousands, except per share amounts)                              
                                   
        2025     2024  
    SELECTED BALANCE SHEET DATA:   June 30,     March 31,     December 31,     September 30,     June 30,  
    ASSETS:                              
    Cash and due from banks   $ 16,183     $ 18,606     $ 13,963     $ 18,923     $ 12,022  
    Interest-earning deposits     15,292       32,862       17,609       16,401       19,797  
    Total cash and cash equivalents     31,475       51,468       31,572       35,324       31,819  
    Available-for-sale securities, at fair value     300,951       284,051       269,331       271,977       274,977  
    Held-to-maturity securities, at amortized cost     157,892       155,704       158,683       161,385       166,271  
    Marketable equity securities, at fair value     4,881       4,401       4,076       3,872       3,793  
    Federal Home Loan Bank stock, at cost     5,278       2,906       4,590       5,401       8,702  
    Loans held-for-sale     3,161                          
    Loans, net of deferred fees     909,723       912,150       918,986       921,660       888,263  
    Less: Allowance for credit losses     15,983       17,407       17,243       17,274       16,892  
    Loans receivable, net     893,740       894,743       901,743       904,386       871,371  
    Premises and equipment, net     19,047       19,233       19,009       18,989       18,878  
    Assets held-for-sale                             3,042  
    Operating lease right-of-use assets     1,115       1,356       1,391       1,425       1,459  
    Finance lease right-of-use assets     16,280       16,478       16,676       16,873       4,004  
    Accrued interest receivable     6,889       6,748       6,881       6,806       7,076  
    Foreclosed real estate     83                         60  
    Intangible assets, net     5,675       5,832       5,989       6,217       76  
    Goodwill     5,056       5,056       5,056       5,752       4,536  
    Bank owned life insurance     31,045       24,889       24,727       24,560       24,967  
    Other assets     22,551       22,472       25,150       20,159       25,180  
    Total assets   $ 1,505,119     $ 1,495,337     $ 1,474,874     $ 1,483,126     $ 1,446,211  
                                   
    LIABILITIES AND SHAREHOLDERS’ EQUITY:                              
    Deposits:                              
    Interest-bearing deposits   $ 1,030,155     $ 1,061,166     $ 990,805     $ 986,103     $ 932,132  
    Noninterest-bearing deposits     191,732       203,314       213,719       210,110       169,145  
    Total deposits     1,221,887       1,264,480       1,204,524       1,196,213       1,101,277  
    Short-term borrowings     75,500       27,000       61,000       60,315       127,577  
    Long-term borrowings     20,977       17,628       27,068       39,769       45,869  
    Subordinated debt     30,206       30,156       30,107       30,057       30,008  
    Accrued interest payable     813       844       546       236       2,092  
    Operating lease liabilities     1,313       1,560       1,591       1,621       1,652  
    Finance lease liabilities     16,566       16,655       16,745       16,829       4,359  
    Other liabilities     13,444       12,118       11,810       16,986       9,203  
    Total liabilities     1,380,706       1,370,441       1,353,391       1,362,026       1,322,037  
    Shareholders’ equity:                              
    Voting common stock shares issued and outstanding     4,788,109       4,761,182       4,745,366       4,719,788       4,719,788  
    Voting common stock   $ 48     $ 48     $ 47     $ 47     $ 47  
    Non-voting common stock     14       14       14       14       14  
    Additional paid in capital     53,645       53,103       52,750       53,231       53,182  
    Retained earnings     79,564       80,163       77,816       73,670       78,936  
    Accumulated other comprehensive loss     (8,858 )     (8,432 )     (9,144 )     (6,716 )     (8,786 )
    Unearned ESOP shares                             (45 )
    Total Pathfinder Bancorp, Inc. shareholders’ equity     124,413       124,896       121,483       120,246       123,348  
    Noncontrolling interest                       854       826  
    Total equity     124,413       124,896       121,483       121,100       124,174  
    Total liabilities and shareholders’ equity   $ 1,505,119     $ 1,495,337     $ 1,474,874     $ 1,483,126     $ 1,446,211  
                                             

    The above information is unaudited and preliminary, based on the Company’s data available at the time of presentation.

        Six Months Ended June 30,     2025     2024  
    SELECTED INCOME STATEMENT DATA:   2025     2024     Q2     Q1     Q4     Q3     Q2  
    Interest and dividend income:                                          
    Loans, including fees   $ 26,778     $ 24,757     $ 13,106     $ 13,672     $ 13,523     $ 14,425     $ 12,489  
    Debt securities:                                          
    Taxable     10,707       11,343       5,522       5,185       5,312       5,664       5,736  
    Tax-exempt     867       1,006       465       402       445       469       498  
    Dividends     114       307       21       93       164       149       178  
    Federal funds sold and interest-earning deposits     157       219       68       89       82       492       121  
    Total interest and dividend income     38,623       37,632       19,182       19,441       19,526       21,199       19,022  
    Interest expense:                                          
    Interest on deposits     14,263       15,037       7,318       6,945       7,823       7,633       7,626  
    Interest on short-term borrowings     1,040       2,340       495       545       700       1,136       1,226  
    Interest on long-term borrowings     137       395       72       65       136       202       201  
    Interest on subordinated debt     958       980       483       475       490       496       489  
    Total interest expense     16,398       18,752       8,368       8,030       9,149       9,467       9,542  
    Net interest income     22,225       18,880       10,814       11,411       10,377       11,732       9,480  
    Provision for (benefit from) credit losses:                                          
    Loans     1,677       1,014       1,173       504       988       9,104       304  
    Held-to-maturity securities     5       (59 )     5             (5 )     (31 )     (74 )
    Unfunded commitments     (28 )     61       19       (47 )     5       (104 )     60  
    Total provision for credit losses     1,654       1,016       1,197       457       988       8,969       290  
    Net interest income after provision for credit losses     20,571       17,864       9,617       10,954       9,389       2,763       9,190  
    Noninterest income:                                          
    Service charges on deposit accounts     754       639       380       374       405       392       330  
    Earnings and gain on bank owned life insurance     318       324       156       162       169       361       167  
    Loan servicing fees     198       200       97       101       96       79       112  
    Net realized (losses) gains on sales and redemptions of investment securities     (8 )     (132 )           (8 )     249       (188 )     16  
    Gain on asset sale 1 & 2                             3,169              
    Net unrealized gains (losses) on marketable equity securities     638       (31 )     420       218       166       62       (139 )
    Gains on sales of loans and foreclosed real estate     148       58       83       65       39       90       40  
    LOCOM HFS adjustment 3     (3,064 )           (3,064 )                        
    Loss on sale of premises and equipment                                   (36 )      
    Debit card interchange fees     181       310       180       1       265       300       191  
    Insurance agency revenue 1           657                   49       367       260  
    Other charges, commissions & fees     514       923       230       284       299       280       234  
    Total noninterest (loss) income     (321 )     2,948       (1,518 )     1,197       4,906       1,707       1,211  
    Noninterest expense:                                          
    Salaries and employee benefits     8,975       8,728       4,525       4,450       4,123       4,959       4,399  
    Building and occupancy     2,577       1,730       1,230       1,347       1,254       1,134       914  
    Data processing     1,333       1,078       667       666       721       672       550  
    Professional and other services     1,384       1,258       778       606       608       1,820       696  
    Advertising     218       221       77       141       218       165       116  
    FDIC assessments     229       457             229       231       228       228  
    Audits and exams     174       293       60       114       123       123       123  
    Amortization expense     314       8       157       157       27       124       5  
    Insurance agency expense 1           517                   456       308       232  
    Community service activities     39       91       28       11       19       20       39  
    Foreclosed real estate expenses     50       55       29       21       20       27       30  
    Other expenses     1,201       1,178       510       691       744       679       576  
    Total noninterest expense     16,494       15,614       8,061       8,433       8,544       10,259       7,908  
    Income (loss) before provision for income taxes     3,756       5,198       38       3,718       5,751       (5,789 )     2,493  
    Provision (benefit) for income taxes     751       1,013       7       744       492       (1,173 )     481  
    Net income (loss) attributable to noncontrolling interest and Pathfinder Bancorp, Inc.     3,005       4,185       31       2,974       5,259       (4,616 )     2,012  
    Net income attributable to noncontrolling interest 1           65                   1,352       28       12  
    Net income (loss) attributable to Pathfinder Bancorp Inc.   $ 3,005     $ 4,120     $ 31     $ 2,974     $ 3,907     $ (4,644 )   $ 2,000  
    Voting Earnings per common share – basic   $ 0.48     $ 0.66     $     $ 0.48     $ 0.63     $ (0.75 )   $ 0.32  
    Voting Earnings per common share – diluted 4   $ 0.47     $ 0.66     $     $ 0.47     $ 0.63     $ (0.75 )   $ 0.32  
    Series A Non-Voting Earnings per common share- basic   $ 0.48     $ 0.66     $     $ 0.48     $ 0.63     $ (0.75 )   $ 0.32  
    Series A Non-Voting Earnings per common share- diluted 4   $ 0.47     $ 0.66     $     $ 0.47     $ 0.63     $ (0.75 )   $ 0.32  
    Dividends per common share (Voting and Series A Non-Voting)   $ 0.20     $ 0.20     $ 0.10     $ 0.10     $ 0.10     $ 0.10     $ 0.10  
                                                             

    1 Although the Company owned 51% of its membership interest in FitzGibbons Agency, LLC (“Agency”) the Company is required to consolidate 100% of the Agency within the consolidated financial statements.  The Company sold its 51% membership interest in the Agency in October 2024.
    2 The $3,169,000 consolidated gain on asset sale equals $1,616,000 associated with the Company’s 51% interest in the Agency plus $1,553,000 associated with the 49% noncontrolling interest.
    3 The loss reflects a valuation adjustment “Lower-of-cost-or-market” adjustment on loans held for sale to their estimated market value based on active sale negotiations.
    4 Diluted earnings per share for the first quarter of 2025 has been updated to $0.47, from the $0.41 reported previously.

    The above information is unaudited and preliminary, based on the Company’s data available at the time of presentation.

        Six Months Ended June 30,     2025     2024  
    FINANCIAL HIGHLIGHTS:   2025     2024     Q2     Q1     Q4     Q3     Q2  
    Selected Ratios:                                          
    Return on average assets     0.41 %     0.58 %     0.01 %     0.81 %     1.07 %     -1.25 %     0.56 %
    Return on average common equity     4.83 %     6.74 %     0.10 %     9.64 %     12.85 %     -14.79 %     6.49 %
    Return on average equity     4.83 %     6.74 %     0.10 %     9.64 %     12.85 %     -14.79 %     6.49 %
    Return on average tangible common equity 1     5.34 %     7.05 %     0.11 %     10.52 %     14.17 %     -15.28 %     6.78 %
    Net interest margin     3.21 %     2.77 %     3.11 %     3.31 %     3.02 %     3.34 %     2.78 %
    Loans / deposits     74.45 %     80.66 %     74.45 %     72.14 %     76.29 %     77.05 %     80.66 %
    Core deposits/deposits 2     78.47 %     67.98 %     78.47 %     78.31 %     76.86 %     77.45 %     67.98 %
    Annualized non-interest expense / average assets     2.26 %     2.20 %     2.18 %     2.33 %     2.33 %     2.75 %     2.19 %
    Commercial real estate / risk-based capital 3     183.34 %     169.73 %     183.34 %     182.62 %     186.73 %     189.47 %     169.73 %
    Efficiency ratio 1     66.43 %     71.29 %     65.66 %     67.19 %     72.25 %     75.78 %     74.36 %
                                               
    Other Selected Data:                                          
    Average yield on loans     5.86 %     5.56 %     5.75 %     5.97 %     5.87 %     6.31 %     5.64 %
    Average cost of interest bearing deposits     2.78 %     3.14 %     2.81 %     2.76 %     3.12 %     3.11 %     3.21 %
    Average cost of total deposits, including non-interest bearing     2.33 %     2.67 %     2.37 %     2.29 %     2.59 %     2.59 %     2.72 %
    Deposits/branch 4   $ 101,824     $ 100,116     $ 101,824     $ 105,373     $ 100,377     $ 99,684     $ 100,116  
    Pre-tax, pre-provision net income 1   $ 8,334     $ 6,288     $ 4,216     $ 4,183     $ 3,321     $ 3,368     $ 2,767  
    Total revenue 1   $ 24,828     $ 21,902     $ 12,277     $ 12,616     $ 11,865     $ 13,627     $ 10,675  
                                               
    Share and Per Share Data:                                          
    Cash dividends per share   $ 0.20     $ 0.20     $ 0.10     $ 0.10     $ 0.10     $ 0.10     $ 0.10  
    Book value per common share   $ 20.17     $ 20.22     $ 20.17     $ 20.33     $ 19.83     $ 19.71     $ 20.22  
    Tangible book value per common share 1   $ 18.43     $ 19.46     $ 18.43     $ 18.56     $ 18.03     $ 17.75     $ 19.46  
    Basic and diluted weighted average shares outstanding – Voting     4,759       4,704       4,769       4,749       4,733       4,714       4,708  
    Basic earnings per share – Voting  5   $ 0.48     $ 0.66     $     $ 0.48     $ 0.63     $ (0.75 )   $ 0.32  
    Diluted earnings per share – Voting  5 & 6   $ 0.47     $ 0.66     $     $ 0.47     $ 0.63     $ (0.75 )   $ 0.32  
    Basic and diluted weighted average shares outstanding – Series A Non-Voting     1,380       1,380       1,380       1,380       1,380       1,380       1,380  
    Basic earnings per share – Series A Non-Voting  5   $ 0.48     $ 0.66     $     $ 0.48     $ 0.63     $ (0.75 )   $ 0.32  
    Diluted earnings per share – Series A Non-Voting  5 & 6   $ 0.47     $ 0.66     $     $ 0.47     $ 0.63     $ (0.75 )   $ 0.32  
    Common shares outstanding at period end     6,168       6,100       6,168       6,141       6,126       6,100       6,100  
                                               
    Pathfinder Bancorp, Inc. Capital Ratios:                                          
    Company tangible common equity to tangible assets 1     7.61 %     8.24 %     7.61 %     7.68 %     7.54 %     7.36 %     8.24 %
    Company Total Core Capital (to Risk-Weighted Assets)     15.97 %     16.19 %     15.97 %     15.89 %     15.66 %     15.55 %     16.19 %
    Company Tier 1 Capital (to Risk-Weighted Assets)     12.31 %     12.31 %     12.31 %     12.24 %     12.00 %     11.84 %     12.31 %
    Company Tier 1 Common Equity (to Risk-Weighted Assets)     11.81 %     11.83 %     11.81 %     11.75 %     11.51 %     11.33 %     11.83 %
    Company Tier 1 Capital (to Assets)     8.75 %     9.16 %     8.75 %     8.82 %     8.64 %     8.29 %     9.16 %
                                               
    Pathfinder Bank Capital Ratios:                                          
    Bank Total Core Capital (to Risk-Weighted Assets)     14.87 %     16.04 %     14.87 %     14.86 %     14.65 %     14.52 %     16.04 %
    Bank Tier 1 Capital (to Risk-Weighted Assets)     13.62 %     14.79 %     13.62 %     13.61 %     13.40 %     13.26 %     14.79 %
    Bank Tier 1 Common Equity (to Risk-Weighted Assets)     13.62 %     14.79 %     13.62 %     13.61 %     13.40 %     13.26 %     14.79 %
    Bank Tier 1 Capital (to Assets)     9.68 %     10.30 %     9.68 %     9.80 %     9.64 %     9.13 %     10.30 %
                                                             

    1 Non-GAAP financial metrics. See non-GAAP reconciliation included herein for the most directly comparable GAAP measures.
    2 Non-brokered deposits excluding certificates of deposit of $250,000 or more.
    3 Construction and development, multifamily, and non-owner occupied CRE loans as a percentage of Pathfinder Bank total capital.
    4 Includes 11 full-service branches and one motor bank for periods after June 30, 2024. Includes 10 full-service branches and one motor bank for all periods prior.
    5 Basic and diluted earnings per share are calculated based upon the two-class method. Weighted average shares outstanding do not include unallocated ESOP shares.
    6 Diluted earnings per share for the first quarter of 2025 has been updated to $0.47, from the $0.41 reported previously.

    The above information is unaudited and preliminary, based on the Company’s data available at the time of presentation.

        Six Months Ended June 30,     2025     2024  
    ASSET QUALITY:   2025     2024     Q2     Q1     Q4     Q3     Q2  
    Total loan charge-offs   $ 3,352     $ 180     $ 2,844     $ 508     $ 1,191     $ 8,812     $ 112  
    Total recoveries     415       84       247       168       171       90       46  
    Net loan charge-offs     2,937       96       2,597       340       1,020       8,722       66  
    Allowance for credit losses at period end     15,983       16,892       15,983       17,407       17,243       17,274       16,892  
    Nonperforming loans at period end     11,689       24,490       11,689       13,232       22,084       16,170       24,490  
    Nonperforming assets at period end   $ 11,772     $ 24,550     $ 11,772     $ 13,232     $ 22,084     $ 16,170     $ 24,550  
    Annualized net loan charge-offs to average loans     0.64 %     0.02 %     1.14 %     0.15 %     0.44 %     3.82 %     0.03 %
    Allowance for credit losses to period end loans     1.76 %     1.90 %     1.76 %     1.91 %     1.88 %     1.87 %     1.90 %
    Allowance for credit losses to nonperforming loans     136.74 %     68.98 %     136.74 %     131.55 %     78.08 %     106.83 %     68.98 %
    Nonperforming loans to period end loans     1.28 %     2.76 %     1.28 %     1.45 %     2.40 %     1.75 %     2.76 %
    Nonperforming assets to period end assets     0.78 %     1.70 %     0.78 %     0.88 %     1.50 %     1.09 %     1.70 %
                                                             
        2025     2024  
    LOAN COMPOSITION:   June 30,     March 31,     December 31,     September 30,     June 30,  
    1-4 family first-lien residential mortgages   $ 240,833     $ 243,854     $ 251,373     $ 255,235     $ 250,106  
    Residential construction     3,520       3,162       4,864       4,077       309  
    Commercial real estate     381,575       381,479       377,619       378,805       370,361  
    Commercial lines of credit     75,487       65,074       67,602       64,672       62,711  
    Other commercial and industrial     85,578       91,644       89,800       88,247       90,813  
    Paycheck protection program loans     85       96       113       125       136  
    Tax exempt commercial loans     6,349       4,446       4,544       2,658       3,228  
    Home equity and junior liens     49,339       52,315       51,948       52,709       35,821  
    Other consumer     68,439       71,681       72,710       76,703       75,195  
    Subtotal loans     911,205       913,751       920,573       923,231       888,680  
    Deferred loan fees     (1,482 )     (1,601 )     (1,587 )     (1,571 )     (417 )
    Total loans   $ 909,723     $ 912,150     $ 918,986     $ 921,660     $ 888,263  
                                             
        2025     2024  
    DEPOSIT COMPOSITION:   June 30,     March 31,     December 31,     September 30,     June 30,  
    Savings accounts   $ 129,252     $ 129,898     $ 128,753     $ 129,053     $ 106,048  
    Time accounts     341,063       349,673       360,716       352,729       368,262  
    Time accounts in excess of $250,000     144,355       149,922       142,473       140,181       117,021  
    Money management accounts     9,902       10,774       11,583       11,520       12,154  
    MMDA accounts     278,919       306,281       239,016       250,007       193,915  
    Demand deposit interest-bearing     120,083       109,941       101,080       97,344       128,168  
    Demand deposit noninterest-bearing     191,732       203,314       213,719       210,110       169,145  
    Mortgage escrow funds     6,581       4,677       7,184       5,269       6,564  
    Total deposits   $ 1,221,887     $ 1,264,480     $ 1,204,524     $ 1,196,213     $ 1,101,277  
                                             

    The above information is unaudited and preliminary, based on the Company’s data available at the time of presentation.

        Six Months Ended June 30,     2025       2024  
    SELECTED AVERAGE BALANCES:   2025     2024     Q2     Q1     Q2  
    Interest-earning assets:                              
    Loans   $ 913,658     $ 889,988     $ 911,347     $ 916,207     $ 885,384  
    Taxable investment securities     425,841       433,156       435,022       416,558       434,572  
    Tax-exempt investment securities     34,394       29,053       34,314       34,475       28,944  
    Fed funds sold and interest-earning deposits     11,497       8,669       10,070       12,939       13,387  
    Total interest-earning assets     1,385,390       1,360,866       1,390,753       1,380,179       1,362,287  
    Noninterest-earning assets:                              
    Other assets     116,590       96,772       118,280       114,882       98,746  
    Allowance for credit losses     (17,377 )     (16,498 )     (17,342 )     (17,413 )     (16,905 )
    Net unrealized losses on available-for-sale securities     (10,395 )     (10,701 )     (10,838 )     (9,947 )     (10,248 )
    Total assets   $ 1,474,208     $ 1,430,439     $ 1,480,853     $ 1,467,701     $ 1,433,880  
    Interest-bearing liabilities:                              
    NOW accounts   $ 112,720     $ 97,213     $ 113,994     $ 111,643     $ 92,918  
    Money management accounts     10,602       11,759       10,302       10,906       12,076  
    MMDA accounts     277,664       212,693       298,907       256,186       214,364  
    Savings and club accounts     129,752       110,119       129,736       129,769       107,558  
    Time deposits     494,200       525,767       489,490       498,963       524,276  
    Subordinated loans     30,149       29,954       30,173       30,123       29,977  
    Borrowings     66,165       133,894       61,803       70,575       141,067  
    Total interest-bearing liabilities     1,121,252       1,121,399       1,134,405       1,108,165       1,122,236  
    Noninterest-bearing liabilities:                              
    Demand deposits     199,123       170,313       192,186       206,137       171,135  
    Other liabilities     29,497       16,542       29,037       29,961       17,298  
    Total liabilities     1,349,872       1,308,254       1,355,628       1,344,263       1,310,669  
    Shareholders’ equity     124,336       122,185       125,225       123,438       123,211  
    Total liabilities & shareholders’ equity   $ 1,474,208     $ 1,430,439     $ 1,480,853     $ 1,467,701     $ 1,433,880  
                                             
        Six Months Ended June 30,     2025       2024  
    SELECTED AVERAGE YIELDS:   2025     2024     Q2     Q1     Q2  
    Interest-earning assets:                              
    Loans     5.86 %     5.56 %     5.75 %     5.97 %     5.64 %
    Taxable investment securities     5.08 %     5.38 %     5.10 %     5.07 %     5.44 %
    Tax-exempt investment securities     5.04 %     6.93 %     5.42 %     4.66 %     6.88 %
    Fed funds sold and interest-earning deposits     2.73 %     5.05 %     2.70 %     2.75 %     3.62 %
    Total interest-earning assets     5.58 %     5.53 %     5.52 %     5.63 %     5.59 %
    Interest-bearing liabilities:                              
    NOW accounts     1.16 %     1.08 %     1.25 %     1.07 %     1.14 %
    Money management accounts     0.09 %     0.11 %     0.12 %     0.11 %     0.10 %
    MMDA accounts     3.16 %     3.70 %     3.25 %     3.06 %     3.74 %
    Savings and club accounts     0.25 %     0.26 %     0.25 %     0.25 %     0.26 %
    Time deposits     3.66 %     3.97 %     3.64 %     3.69 %     4.03 %
    Subordinated loans     6.36 %     6.54 %     6.40 %     6.31 %     6.53 %
    Borrowings     3.56 %     4.09 %     3.67 %     3.46 %     4.05 %
    Total interest-bearing liabilities     2.92 %     3.34 %     2.95 %     2.90 %     3.40 %
    Net interest rate spread     2.66 %     2.19 %     2.57 %     2.73 %     2.19 %
    Net interest margin     3.21 %     2.77 %     3.11 %     3.31 %     2.78 %
    Ratio of average interest-earning assets to average interest-bearing liabilities     123.56 %     121.35 %     122.60 %     124.55 %     121.39 %
                                             

    The above information is unaudited and preliminary based on the Company’s data available at the time of presentation.

        Six Months Ended June 30,     2025     2024  
    NON-GAAP RECONCILIATIONS:   2025     2024     Q2     Q1     Q4     Q3     Q2  
    Tangible book value per common share:                                          
    Total equity               $ 124,413     $ 124,896     $ 121,483     $ 120,246     $ 123,348  
    Intangible assets                 (10,731 )     (10,888 )     (11,045 )     (11,969 )     (4,612 )
    Tangible common equity (non-GAAP)                 113,682       114,008       110,438       108,277       118,736  
    Common shares outstanding                 6,168       6,144       6,126       6,100       6,100  
    Tangible book value per common share (non-GAAP)               $ 18.43     $ 18.56     $ 18.03     $ 17.75     $ 19.46  
    Tangible common equity to tangible assets:                                          
    Tangible common equity (non-GAAP)               $ 113,682     $ 114,008     $ 110,438     $ 108,277     $ 118,736  
    Tangible assets                 1,494,388       1,484,449       1,463,829       1,471,157       1,441,599  
    Tangible common equity to tangible assets ratio (non-GAAP)                 7.61 %     7.68 %     7.54 %     7.36 %     8.24 %
    Return on average tangible common equity:                                          
    Average shareholders’ equity   $ 124,336     $ 122,185     $ 125,225     $ 123,438     $ 121,589     $ 125,626     $ 123,211  
    Average intangible assets     10,912       4,617       10,834       10,991       11,907       4,691       4,614  
    Average tangible equity (non-GAAP)     113,424       117,568       114,391       112,447       109,682       120,935       118,597  
    Net income (loss)     3,005       4,120       31       2,974       3,907       (4,644 )     2,000  
    Net income (loss), annualized   $ 6,060     $ 8,285     $ 124     $ 11,831     $ 15,543     $ (18,475 )   $ 8,044  
    Return on average tangible common equity (non-GAAP) 1     5.34 %     7.05 %     0.11 %     10.52 %     14.17 %     -15.28 %     6.78 %
    Revenue, pre-tax, pre-provision net income, and efficiency ratio:                                          
    Net interest income   $ 22,225     $ 18,880     $ 10,814     $ 11,411     $ 10,377     $ 11,732     $ 9,480  
    Total noninterest income     (321 )     2,948       (1,518 )     1,197       4,906       1,707       1,211  
    Net realized (gains) losses on sales and redemptions of investment securities     (8 )     (132 )           (8 )     249       (188 )     16  
    Gains on sales of loans and foreclosed real estate     148       58       83       65       39       90       40  
    LOCOM HFS adjustment 2     (3,064 )           (3,064 )                        
    Gain on asset sale                             3,169              
    Revenue (non-GAAP) 3     24,828       21,902       12,277       12,551       11,826       13,537       10,635  
    Total non-interest expense     16,494       15,614       8,061       8,433       8,544       10,259       7,908  
    Pre-tax, pre-provision net income (non-GAAP) 4   $ 8,334     $ 6,288     $ 4,216     $ 4,183     $ 3,321     $ 3,368     $ 2,767  
    Efficiency ratio (non-GAAP) 5     66.43 %     71.29 %     65.66 %     67.19 %     72.25 %     75.78 %     74.36 %
                                                             

    1 Return on average tangible common equity equals annualized net income (loss) divided by average tangible equity
    2 The loss reflects a valuation adjustment “Lower-of-cost-or-market” adjustment on loans held for sale to the estimated market value based on sale negotiation terms.
    3 Revenue equals net interest income plus total noninterest income less net realized gains or losses on sales and redemptions of investment securities, sales of loans and foreclosed real estate, and a gain on the October 2024 sale of the Company’s insurance agency asset
    4 Pre-tax, pre-provision net income equals revenue less total non-interest expense
    5 Efficiency ratio equals noninterest expense divided by revenue

    The above information is unaudited and preliminary based on the Company’s data available at the time of presentation.

    Investor/Media Contacts
    James A. Dowd, President, CEO
    Justin K. Bigham, Senior Vice President, CFO
    Telephone: (315) 343-0057

    The MIL Network

  • MIL-OSI: Oxbridge / SurancePlus to Attend Rare Evo 2025 in Las Vegas

    Source: GlobeNewswire (MIL-OSI)

    GRAND CAYMAN, Cayman Islands, July 30, 2025 (GLOBE NEWSWIRE) — Oxbridge Re Holdings Limited (Nasdaq: OXBR) (“Oxbridge Re”), a leader in digitizing reinsurance securities as tokenized real-world assets (RWAs), together with its subsidiary SurancePlus, today announced its participation in Rare Evo 2025, a premier blockchain convention held August 6–10, 2025 at Caesars Palace in Las Vegas, Nevada.

    Rare Evo brings together blockchain projects, industry leaders, investors, and developers in a celebration of decentralized innovation and interoperability. With hundreds of exhibitors, capital allocators, and developers in attendance, the event is designed to foster collaboration across ecosystems and bridge the gap between Web2 and Web3.

    At Rare Evo, the Oxbridge / SurancePlus team will engage with a broad network of blockchain and financial market participants to showcase its category-defining tokenized reinsurance securities, and to advance discussions surrounding its partnership with Midnight—a next-generation privacy blockchain from the creators of Cardano, led by founder Charles Hoskinson.

    Jay Madhu, Chairman and CEO of Oxbridge and SurancePlus, commented: “Rare Evo provides a valuable opportunity to connect with partners and leaders across the Web3 ecosystem. We look forward to discussing our work in tokenized reinsurance and how our partnership with Midnight will support enhanced privacy and interoperability for investors.”

    About Oxbridge Re Holdings Limited

    Oxbridge Re Holdings Limited (NASDAQ: OXBR, OXBRW) (“Oxbridge”) is headquartered in the Cayman Islands. The company offers tokenized Real-World Assets (“RWAs”) as tokenized reinsurance securities and reinsurance business solutions to property and casualty insurers, through its wholly owned subsidiaries SurancePlus Inc., Oxbridge Re NS, and Oxbridge Reinsurance Limited.

    Insurance businesses in the Gulf Coast region of the United States purchase property and casualty reinsurance through our licensed reinsurers Oxbridge Reinsurance Limited and Oxbridge Re NS.

    Our Web3-focused subsidiary, SurancePlus Inc. (“SurancePlus”), has developed the first “on chain” reinsurance RWA of its kind to be sponsored by a subsidiary of a publicly traded company. By digitizing interests in reinsurance contracts as on-chain RWAs, SurancePlus has democratized the availability of reinsurance as an alternative investment to both U.S. and non U.S. investors.

    Company Contact:

    Oxbridge Re Holdings Limited
    Jay Madhu, CEO
    +1 345-749-7570
    jmadhu@oxbridgere.com

    Forward-Looking Statements

    This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on 26th March 2025 and in our other filings with the SEC. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Any forward-looking statements made in this press release speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement contained in this press release, even if the Company’s expectations or any related events, conditions or circumstances change.

    The MIL Network

  • MIL-OSI: Inoxoft Launches Offline AI Tool for On-Device Text Classification

    Source: GlobeNewswire (MIL-OSI)

    PHILADELPHIA, July 30, 2025 (GLOBE NEWSWIRE) — Inoxoft, a custom software development company, has announced the release of WhiteLightning, an open-source CLI tool that enables developers to train and run fast, lightweight text classifiers entirely offline. This tool doesn’t rely on cloud APIs or large LLMs at runtime.

    Built over a year by Inoxoft’s AI and ML engineering team, WhiteLightning was created to address a growing need: delivering intelligent, privacy-safe NLP to edge devices, embedded systems, and offline environments. Using a novel teacher-student approach, the tool distills LLM-generated synthetic data into compact ONNX models under 1 MB in size, ready to run anywhere.

    “We built WhiteLightning to give developers full control over NLP and without the usual trade-offs,” said Liubomyr Pohreliuk, CEO at Inoxoft. “You don’t need a 175B model on standby. You need something that works offline, fast, and reliably, something you can ship.”

    Why it matters

    • Drastically lower cost. The tool uses LLMs just once for training (around one cent per task), avoiding ongoing per-query API fees.
    • Compact model size. It’s small enough to fit inside mobile apps, routers, or embedded devices.
    • Runs on minimal hardware. WhiteLightning is made for edge environments like Raspberry Pi or older phones.
    • Fast and efficient. The solution processes thousands of inputs per second on standard CPUs.
    • Cross-platform ready. This means consistent output across Python, Rust, Swift, and more.
    • Truly offline. There are no cloud dependencies, data leaks, or vendor lock-in.

    Under the hood

    • LLM-to-edge distillation. Converts task prompts into synthetic data, then a fast ONNX model.
    • CLI-first experience. Simple Docker-based tool, one command to generate classifiers.
    • Multi-language runtime compatibility. Supports Rust, Swift, Node.js, Dart, and more.
    • GitHub-native DevOps. CI/CD with Flake8, Pytest, pre-commit hooks, test matrix in GitHub Actions
    • Secure by design – No local Python dependencies, environment-variable-based API handling.

    WhiteLightning is not a hosted SaaS. It’s a production-grade CLI utility aimed at engineers who want precise, controllable, local-first AI capabilities without extra infrastructure.

    Built and backed by Inoxoft

    WhiteLightning is developed and actively maintained by Inoxoft’s ML engineers and OSS team:

    • Open-source license. GPL-3.0 for the tool, MIT for generated models.
    • Community-led roadmap. Feature discussions and dev chat on Discord.
    • Deployment-ready Docker image. ghcr.io/inoxoft/whitelightning
    • Public CI/CD. All PRs tested through GitHub Actions, cross-runtime validations included

    Try it yourself

    WhiteLightning is available on GitHub with full documentation, test examples, and deployment templates.

    Explore the Repo
    Read the Docs

    For developers who need real-world NLP—fast, free, and fully offline—WhiteLightning offers a clean, powerful alternative to hosted LLMs.

    Contact:
    pr@inoxoft.com

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/31f97979-3089-48c3-b2ab-7a1217a7dfa0

    The MIL Network

  • MIL-OSI: EZCORP Reports Third Quarter Fiscal 2025 Results Continued Top-line Momentum Drives Exceptional Earnings Growth

    Source: GlobeNewswire (MIL-OSI)

    AUSTIN, Texas, July 30, 2025 (GLOBE NEWSWIRE) — EZCORP, Inc. (NASDAQ: EZPW), a leading provider of pawn transactions in the United States and Latin America, today announced results for its third quarter ended June 30, 2025.

    Unless otherwise noted, all amounts in this release are in conformity with U.S. generally accepted accounting principles (“GAAP”) and comparisons shown are to the same period in the prior year.

    THIRD QUARTER HIGHLIGHTS

    • Pawn loans outstanding (PLO) increased 11% to $291.6 million.
    • Net income increased 48% to $26.5 million. On an adjusted basis1, net income increased 46% to $25.2 million.
    • Diluted earnings per share increased 36% to $0.34. On an adjusted basis, diluted earnings per share increased 38% to $0.33.
    • Adjusted EBITDA increased 42% to $45.2 million.
    • Total revenues increased 11% to $311.0 million, while gross profit increased 10% to $183.6 million.
    • Grew our footprint by 52 stores, including 40 stores acquired in Mexico on June 17, 2025.

    CEO COMMENTARY AND OUTLOOK

    Lachie Given, Chief Executive Officer, stated, “This quarter showcased continued strong momentum in our business, disciplined execution from our team, and the scalability of our platform. We delivered record Q3 revenue and achieved all-time high PLO as demand remains strong for immediate cash solutions and secondhand goods. When combined with meaningful efficiency gains throughout the organization, we turned top-line momentum into exceptional earnings growth, as reflected by a 42% increase in adjusted EBITDA and 36% growth in diluted EPS.

    “During the quarter, we grew our footprint by 52 stores, including 49 in LatAm and 3 in the US, 1 of which is a luxury store in Miami Beach. We continue to focus on strategic expansion to scale our business, as well as exceptional operating performance across geographies. In the U.S., disciplined expense management and store level execution drove a 32% increase in segment contribution. In Latin America, we delivered over 30% growth in contribution on a constant currency basis, resulting from both organic growth and a partial quarter benefit from acquired stores.

    “Our recently strengthened balance sheet with $472 million in liquidity enables us to fund accelerated growth, organically and through strategic acquisitions. Our pipeline of M&A prospects is compelling, and we are ideally positioned to capitalize on attractive scale opportunities. Looking ahead, we remain highly focused on disciplined capital allocation, operational excellence, and delivering long-term value for our shareholders.”

    CONSOLIDATED RESULTS

    Three Months Ended June 30 As Reported   Adjusted1
    in millions, except per share amounts   2025     2024     2025     2024
                   
    Total revenues $ 311.0   $ 281.4   $ 319.9   $ 281.4
    Gross profit $ 183.6   $ 166.7   $ 188.4   $ 166.7
    Income before tax $ 34.7   $ 23.0   $ 34.0   $ 22.9
    Net income $ 26.5   $ 18.0   $ 25.2   $ 17.2
    Diluted earnings per share $ 0.34   $ 0.25   $ 0.33   $ 0.24
    EBITDA (non-GAAP measure) $ 45.7   $ 31.8   $ 45.2   $ 31.7
                           
    • PLO increased 11% to $291.6 million, up $29.9 million. On a same-store2 basis, PLO increased 9% due to increase in average loan size, continued strong pawn demand and improved operational performance.
    • Total revenues increased 11% and gross profit increased 10%, reflecting improved pawn service charge (PSC) revenues due to higher average PLO.
    • PSC increased 7% as a result of higher average PLO.
    • Merchandise sales gross margin remained consistent at 36%. Aged general merchandise improved to 2.3% of total general merchandise inventory, down 83 basis points.
    • Net inventory increased 31%, as a result of an increase in PLO, layaways and purchases and a decrease in inventory turnover to 2.4x, from 2.7x.
    • Store expenses increased 2% and 1% on a same-store basis.
    • General and administrative expenses increased 9% primarily due to labor, with approximately 50% due to long term incentive compensation.
    • Income before taxes was $34.7 million, up 51% from $23.0 million, and adjusted EBITDA increased 42% to $45.2 million.
    • Diluted earnings per share increased 36% to $0.34. On an adjusted basis, diluted earnings per share increased 38% to $0.33.
    • Cash and cash equivalents at the end of the quarter was $472.1 million, up from $170.5 million as of September 30, 2024. The increase was due primarily to $300.0 million (less issuance costs) from the issuance of the Senior Notes due 2032 offset by an increase in earning assets.

    SEGMENT RESULTS

    U.S. Pawn

    • PLO ended the quarter at $221.1 million, an increase of 11% on a total and same-store basis due to increase in average loan size, strong loan demand and improved operational performance.
    • Total revenues increased 11% and gross profit increased 12%, driven by increased PSC, merchandise sales and scrap sales.
    • PSC increased 8% as a result of higher average PLO, partially offset by lower PLO yield.
    • Merchandise sales increased 4%, on a total and same-store basis, and sales gross margin increased by 80 bps to 38.5%. Aged general merchandise decreased by 260 basis points to 2.5%, or $1.2 million of total general merchandise inventory. Excluding our Max Pawn luxury stores, aged general merchandise was 1.8%.
    • Net inventory increased 36% due to increase in PLO, layaways and purchases and a decrease in inventory turnover to 2.1x, from 2.6x.
    • Store expenses increased 3% on a total and same-store basis.
    • Segment contribution increased 32% to $47.6 million.
    • Segment store count increased by 3 to 545, due to acquisitions, including 1 luxury store in Miami Beach.

    Latin America Pawn

    • PLO improved to $70.6 million, an increase of 13% (16% on constant currency basis). On a same-store basis, PLO increased 2% (4% increase on a constant currency basis). The difference is driven primarily by our recent acquisition.
    • Total revenues increased 11% (21% on constant currency basis), and gross profit increased 6% (16% on a constant currency basis), primarily due to increased merchandise sales and pawn service charges.
    • PSC increased to $31.4 million, an increase of 3% (13% on a constant currency basis) as a result of higher average PLO.
    • Merchandise sales increased 12% (23% on constant currency basis) and increased 8% on a same-store basis (19% increase on a constant currency basis). Merchandise sales gross margin decreased to 31% from 32%. Aged general merchandise increased to 2.2% from 0.9% of total general merchandise inventory.
    • Net inventory increased 18% (21% on a constant currency basis) due to an increase in PLO and decrease in inventory turnover to 3.0x, from 3.1x. On a same-store basis, net inventory increased by 10% (13% on a constant currency basis). The difference is driven primarily by our recent acquisition.
    • Store expenses increased 1% (12% increase on a constant currency basis) and decreased 3% on a same-store basis (7% increase on a constant currency basis). The constant currency increase was due primarily to increased labor, in line with store activity and minimum wage increases.
    • Segment contribution increased 20% to $12.4 million (30% on a constant currency basis to $13.5 million).
    • Segment store count increased by 49 to 791, primarily due to the acquisition of 40 stores, the addition of 10 de novo stores and the consolidation of 1 store.

    FORM 10-Q

    EZCORP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 has been filed with the Securities and Exchange Commission. The report is available in the Investor Relations section of the Company’s website at http://investors.ezcorp.com. EZCORP shareholders may obtain a paper copy of the report, free of charge, by sending a request to the investor relations contact below.

    CONFERENCE CALL

    EZCORP will host a conference call on Thursday, July 31, 2025, at 8:00 am Central Time to discuss Third Quarter Fiscal 2025 results. Analysts and institutional investors may participate on the conference call by registering online at https://register-conf.media-server.com/register/BI4f3cd4b3bf1d44a198c59f67b0acdc6f. Once registered you will receive the dial-in details with a unique PIN to join the call. The conference call will be webcast simultaneously to the public through this link: https://edge.media-server.com/mmc/p/hqptihjy. A replay of the conference call will be available online at http://investors.ezcorp.com shortly after the end of the call. 

    ABOUT EZCORP

    Formed in 1989, EZCORP has grown into a leading provider of pawn transactions in the United States and Latin America. We also sell pre-owned and recycled merchandise, primarily collateral forfeited from pawn lending operations and merchandise purchased from customers. We are dedicated to satisfying the short-term cash needs of consumers who are both cash and credit constrained, focusing on an industry-leading customer experience. EZCORP is traded on NASDAQ under the symbol EZPW and is a member of the S&P 1000 Index and Nasdaq Composite Index. 

    Follow us on social media:

    Facebook EZPAWN Official https://www.facebook.com/EZPAWN/ 

    EZCORP Instagram Official https://www.instagram.com/ezcorp_official/ 

    EZPAWN Instagram Official https://www.instagram.com/ezpawnofficial/ 

    EZCORP LinkedIn https://www.linkedin.com/company/ezcorp/ 

    FORWARD LOOKING STATEMENTS

    This announcement contains certain forward-looking statements regarding the Company’s strategy, initiatives and expected performance. These statements are based on the Company’s current expectations as to the outcome and timing of future events. All statements, other than statements of historical facts, including all statements regarding the Company’s strategy, initiatives and future performance, that address activities or results that the Company plans, expects, believes, projects, estimates or anticipates, will, should or may occur in the future, including future financial or operating results, are forward-looking statements. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of uncertainties and other factors, including operating risks, liquidity risks, legislative or regulatory developments, market factors, current or future litigation and risks associated with the COVID-19 pandemic. For a discussion of these and other factors affecting the Company’s business and prospects, see the Company’s annual, quarterly and other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

    Contact:
    Email: Investor_Relations@ezcorp.com 
    Phone: (512) 314-2220

    EZCORP, Inc.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
           
      Three Months Ended
    June 30,
      Nine Months Ended
    June 30,
    (in thousands, except per share amounts)   2025       2024       2025       2024  
    Revenues:              
    Merchandise sales $ 168,624     $ 158,140     $ 524,434     $ 502,230  
    Jewelry scrapping sales   26,970       15,395       64,640       43,191  
    Pawn service charges   115,339       107,830       348,262       321,442  
    Other revenues   48       56       131       188  
    Total revenues   310,981       281,421       937,467       867,051  
    Merchandise cost of goods sold   108,226       101,211       341,605       322,680  
    Jewelry scrapping cost of goods sold   19,116       13,483       48,367       37,479  
    Gross profit   183,639       166,727       547,495       506,892  
    Operating expenses:              
    Store expenses   119,123       116,335       352,101       341,472  
    General and administrative   21,780       20,060       60,089       54,869  
    Depreciation and amortization   8,003       8,158       24,358       24,942  
    Loss (gain) on sale or disposal of assets and other         20       25       (149 )
    Other operating income   (1,262 )           (1,262 )     (765 )
    Total operating expenses   147,644       144,573       435,311       420,369  
    Operating income   35,995       22,154       112,184       86,523  
    Interest expense   8,458       3,539       14,886       10,381  
    Interest income   (5,440 )     (2,931 )     (9,408 )     (8,452 )
    Equity in net income of unconsolidated affiliates   (1,200 )     (1,263 )     (4,180 )     (4,135 )
    Other (income) expense   (536 )     (191 )     377       (627 )
    Income before income taxes   34,713       23,000       110,509       89,356  
    Income tax expense   8,210       5,050       27,600       21,457  
    Net income $ 26,503     $ 17,950     $ 82,909     $ 67,899  
                   
    Basic earnings per share $ 0.45     $ 0.33     $ 1.47     $ 1.23  
    Diluted earnings per share $ 0.34     $ 0.25     $ 1.08     $ 0.89  
                   
    Weighted-average basic shares outstanding   59,134       54,898       56,308       55,022  
    Weighted-average diluted shares outstanding   82,918       83,008       83,144       84,309  
                                   
    EZCORP, Inc.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
               
    (in thousands, except share and per share amounts) June 30,
    2025
      June 30,
    2024
      September 30,
    2024
               
    Assets:          
    Current assets:          
    Cash and cash equivalents $ 472,088     $ 218,038     $ 170,513  
    Short-term restricted cash   9,609       9,204       9,294  
    Pawn loans   291,634       261,720       274,084  
    Pawn service charges receivable, net   45,410       40,638       44,013  
    Inventory, net   225,489       171,937       191,923  
    Prepaid expenses and other current assets   43,417       40,391       39,171  
    Total current assets   1,087,647       741,928       728,998  
    Investments in unconsolidated affiliates   13,753       12,297       13,329  
    Other investments   51,903       51,220       51,900  
    Property and equipment, net   67,439       59,926       65,973  
    Right-of-use assets, net   236,064       235,030       226,602  
    Long-term restricted cash   5,380              
    Goodwill   321,907       308,847       306,478  
    Intangible assets, net   57,960       60,164       58,451  
    Deferred tax asset, net   25,841       25,245       25,362  
    Other assets, net   15,174       15,506       16,144  
    Total assets $ 1,883,068     $ 1,510,163     $ 1,493,237  
               
    Liabilities and equity:          
    Current liabilities:          
    Current maturities of long-term debt, net $     $ 137,326     $ 103,072  
    Accounts payable, accrued expenses and other current liabilities   78,756       69,742       85,737  
    Customer layaway deposits   33,336       20,067       21,570  
    Operating lease liabilities, current   60,183       58,905       58,998  
    Total current liabilities   172,275       286,040       269,377  
    Long-term debt, net   517,601       223,998       224,256  
    Deferred tax liability, net   2,017       416       2,080  
    Operating lease liabilities   184,295       188,996       180,616  
    Other long-term liabilities   16,822       9,258       12,337  
    Total liabilities   893,010       708,708       688,666  
    Commitments and contingencies          
    Stockholders’ equity:          
    Class A Non-voting Common Stock, par value $0.01 per share; shares authorized: 100 million; issued and outstanding: 57,992,965 as of June 30, 2025; 51,771,917 as of June 30, 2024; and 51,582,698 as of September 30, 2024   580       518       516  
    Class B Voting Common Stock, convertible, par value $0.01 per share; shares authorized: 3 million; issued and outstanding: 2,970,171   30       30       30  
    Additional paid-in capital   448,073       347,082       348,366  
    Retained earnings   586,549       493,830       507,206  
    Accumulated other comprehensive loss   (45,174 )     (40,005 )     (51,547 )
    Total equity   990,058       801,455       804,571  
    Total liabilities and equity $ 1,883,068     $ 1,510,163     $ 1,493,237  
                           
    EZCORP, Inc.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
       
      Nine Months Ended
    June 30,
    (in thousands)   2025       2024  
       
    Operating activities:      
    Net income $ 82,909     $ 67,899  
    Adjustments to reconcile net income to net cash provided by operating activities:      
    Depreciation and amortization   24,358       24,942  
    Amortization of deferred financing costs   1,238       1,212  
    Non-cash lease expense   43,889       43,999  
    Deferred income taxes   (542 )     438  
    Other adjustments   (1,877 )     69  
    Provision for inventory reserve   39       589  
    Stock compensation expense   9,213       7,945  
    Equity in net income from investment in unconsolidated affiliates   (4,180 )     (4,135 )
    Changes in operating assets and liabilities, net of business acquisitions:      
    Pawn service charges receivable   (364 )     (1,593 )
    Inventory   (9,205 )     (2,775 )
    Prepaid expenses, other current assets and other assets   (74 )     (3,625 )
    Accounts payable, accrued expenses and other liabilities   (58,023 )     (65,396 )
    Customer layaway deposits   11,276       1,055  
    Income taxes   (927 )     (360 )
    Net cash provided by operating activities   97,730       70,264  
    Investing activities:      
    Loans made   (738,670 )     (683,121 )
    Loans repaid   417,734       391,297  
    Recovery of pawn loan principal through sale of forfeited collateral   291,903       272,781  
    Capital expenditures, net   (23,051 )     (16,870 )
    Acquisitions, net of cash acquired   (17,093 )     (11,963 )
    Proceeds from note receivable   241       1,100  
    Investment in unconsolidated affiliate   (718 )     (993 )
    Investment in other investments         (15,000 )
    Dividends from unconsolidated affiliates   3,614       3,535  
    Net cash used in investing activities   (66,040 )     (59,234 )
    Financing activities:      
    Taxes paid related to net share settlement of equity awards   (3,971 )     (3,253 )
    Proceeds from borrowings   300,000        
    Debt issuance cost   (7,563 )      
    Payments on assumed debt   (6,410 )      
    Purchase and retirement of treasury stock   (6,000 )     (9,009 )
    Payments of finance leases   (450 )     (386 )
    Net cash provided by (used in) financing activities   275,606       (12,648 )
    Effect of exchange rate changes on cash and cash equivalents and restricted cash   (26 )     (108 )
    Net increase in cash, cash equivalents and restricted cash   307,270       (1,726 )
    Cash and cash equivalents and restricted cash at beginning of period   179,807       228,968  
    Cash and cash equivalents and restricted cash at end of period $ 487,077     $ 227,242  
           
    EZCORP, Inc.
    OPERATING SEGMENT RESULTS
     
      Three Months Ended June 30, 2025
    (Unaudited)
    (in thousands) U.S. Pawn   Latin America Pawn   Other Investments   Total Segments   Corporate Items   Consolidated
                           
    Revenues:                      
    Merchandise sales $ 112,249   $ 56,375     $     $ 168,624     $     $ 168,624  
    Jewelry scrapping sales   23,750     3,220             26,970             26,970  
    Pawn service charges   83,930     31,409             115,339             115,339  
    Other revenues   31     17             48             48  
    Total revenues   219,960     91,021             310,981             310,981  
    Merchandise cost of goods sold   69,084     39,142             108,226             108,226  
    Jewelry scrapping cost of goods sold   16,814     2,302             19,116             19,116  
    Gross profit   134,062     49,577             183,639             183,639  
    Segment and corporate expenses (income):                      
    Store expenses   83,778     35,345             119,123             119,123  
    General and administrative                         21,780       21,780  
    Depreciation and amortization   2,651     2,156             4,807       3,196       8,003  
    Other operating income                         (1,262 )     (1,262 )
    Interest expense       71             71       8,387       8,458  
    Interest income       (427 )     (604 )     (1,031 )     (4,409 )     (5,440 )
    Equity in net (income) loss of unconsolidated affiliates             (1,409 )     (1,409 )     209       (1,200 )
    Other expense (income)       (12 )           (12 )     (524 )     (536 )
    Segment contribution $ 47,633   $ 12,444     $ 2,013     $ 62,090          
    Income (loss) before income taxes             $ 62,090     $ (27,377 )   $ 34,713  
                                       

            

      Three Months Ended June 30, 2024
    (Unaudited)
    (in thousands) U.S. Pawn   Latin America Pawn   Other Investments   Total Segments   Corporate Items   Consolidated
                           
    Revenues:                      
    Merchandise sales $ 107,849     $ 50,291     $     $ 158,140     $     $ 158,140  
    Jewelry scrapping sales   13,757       1,638             15,395             15,395  
    Pawn service charges   77,416       30,414             107,830             107,830  
    Other revenues   28       28             56             56  
    Total revenues   199,050       82,371             281,421             281,421  
    Merchandise cost of goods sold   67,229       33,982             101,211             101,211  
    Jewelry scrapping cost of goods sold   11,887       1,596             13,483             13,483  
    Gross profit   119,934       46,793             166,727             166,727  
    Segment and corporate expenses (income):                      
    Store expenses   81,441       34,894             116,335             116,335  
    General and administrative                           20,060       20,060  
    Depreciation and amortization   2,408       2,090             4,498       3,660       8,158  
    (Gain) loss on sale or disposal of assets and other   (2 )     22             20             20  
    Interest expense                           3,539       3,539  
    Interest income         (370 )     (605 )     (975 )     (1,956 )     (2,931 )
    Equity in net (income) loss of unconsolidated affiliates               (1,406 )     (1,406 )     143       (1,263 )
    Other (income) expense         (184 )     12       (172 )     (19 )     (191 )
    Segment contribution $ 36,087     $ 10,341     $ 1,999     $ 48,427          
    Income (loss) before income taxes             $ 48,427     $ (25,427 )   $ 23,000  
                                       
      Nine Months Ended June 30, 2025
    (Unaudited)
    (in thousands) U.S. Pawn   Latin America Pawn   Other Investments   Total Segments   Corporate Items   Consolidated
                           
    Revenues:                      
    Merchandise sales $ 357,964     $ 166,470     $     $ 524,434     $     $ 524,434  
    Jewelry scrapping sales   56,146       8,494             64,640             64,640  
    Pawn service charges   259,354       88,908             348,262             348,262  
    Other revenues   82       49             131             131  
    Total revenues   673,546       263,921             937,467             937,467  
    Merchandise cost of goods sold   225,412       116,193             341,605             341,605  
    Jewelry scrapping cost of goods sold   42,017       6,350             48,367             48,367  
    Gross profit   406,117       141,378             547,495             547,495  
    Segment and corporate expenses (income):                      
    Store expenses   250,399       101,702             352,101             352,101  
    General and administrative                           60,089       60,089  
    Depreciation and amortization   8,050       6,191             14,241       10,117       24,358  
    Loss on sale or disposal of assets and other   17       8             25             25  
    Other operating income                           (1,262 )     (1,262 )
    Interest expense         71             71       14,815       14,886  
    Interest income         (966 )     (1,803 )     (2,769 )     (6,639 )     (9,408 )
    Equity in net (income) loss of unconsolidated affiliates               (4,898 )     (4,898 )     718       (4,180 )
    Other expense (income)   (7 )     (220 )           (227 )     604       377  
    Segment contribution   147,658       34,592     $ 6,701     $ 188,951          
    Income (loss) before income taxes             $ 188,951     $ (78,442 )   $ 110,509  
                                       
      Nine Months Ended June 30, 2024
    (Unaudited)
    (in thousands) U.S. Pawn   Latin America Pawn   Other Investments   Total Segments   Corporate Items   Consolidated
                           
    Revenues:                      
    Merchandise sales $ 348,211     $ 154,019     $     $ 502,230     $     $ 502,230  
    Jewelry scrapping sales   39,258       3,933             43,191             43,191  
    Pawn service charges   236,499       84,943             321,442             321,442  
    Other revenues   94       59       35       188             188  
    Total revenues   624,062       242,954       35       867,051             867,051  
    Merchandise cost of goods sold   218,736       103,944             322,680             322,680  
    Jewelry scrapping cost of goods sold   33,965       3,514             37,479             37,479  
    Gross profit   371,361       135,496       35       506,892             506,892  
    Segment and corporate expenses (income):                      
    Store expenses   239,536       101,936             341,472             341,472  
    General and administrative                           54,869       54,869  
    Depreciation and amortization   7,548       6,821             14,369       10,573       24,942  
    (Gain) loss on sale or disposal of assets and other   (6 )     (240 )           (246 )     97       (149 )
    Other operating income                           (765 )     (765 )
    Interest expense                           10,381       10,381  
    Interest income         (1,398 )     (1,811 )     (3,209 )     (5,243 )     (8,452 )
    Equity in net (income) loss of unconsolidated affiliates               (4,278 )     (4,278 )     143       (4,135 )
    Other (income) expense         (231 )     27       (204 )     (423 )     (627 )
    Segment contribution $ 124,283     $ 28,608     $ 6,097     $ 158,988          
    Income (loss) before income taxes             $ 158,988     $ (69,632 )   $ 89,356  
                                       
    EZCORP, Inc.
    STORE COUNT ACTIVITY
    (Unaudited)
     
      Three Months Ended June 30, 2025
      U.S. Pawn   Latin America Pawn   Consolidated
               
    As of March 31, 2025 542   742     1,284  
    New locations opened   10     10  
    Locations acquired 3   40     43  
    Locations combined or closed   (1 )   (1 )
    As of June 30, 2025 545   791     1,336  
                   
      Three Months Ended June 30, 2024
      U.S. Pawn   Latin America Pawn   Consolidated
               
    As of March 31, 2024 535   711   1,246
    New locations opened 1   6   7
    Locations acquired 5     5
    As of June 30, 2024 541   717   1,258
               
      Nine Months Ended June 30, 2025
      U.S. Pawn   Latin America Pawn   Consolidated
               
    As of September 30, 2024 542   737     1,279  
    New locations opened   23     23  
    Locations acquired 3   41     44  
    Locations combined or closed   (10 )   (10 )
    As of June 30, 2025 545   791     1,336  
                   
      Nine Months Ended June 30, 2024
      U.S. Pawn   Latin America Pawn   Consolidated
               
    As of September 30, 2023 529     702     1,231  
    New locations opened 1     20     21  
    Locations acquired 12         12  
    Locations combined or closed (1 )   (5 )   (6 )
    As of June 30, 2024 541     717     1,258  
                     

    Non-GAAP Financial Information (Unaudited)

    In addition to the financial information prepared in conformity with accounting U.S. generally accepted accounting principles (“GAAP”), we provide certain other non-GAAP financial information on a constant currency (“constant currency”) and adjusted basis. We use constant currency results to evaluate our Latin America Pawn operations, which are denominated primarily in Mexican pesos, Guatemalan quetzales and other Latin American currencies. We believe that presentation of constant currency and adjusted results is meaningful and useful in understanding the activities and business metrics of our operations and reflects an additional way of viewing aspects of our business that, when viewed with GAAP results, provides a more complete understanding of factors and trends affecting our business. We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. We use this non-GAAP financial information primarily to evaluate and compare operating results across accounting periods.

    Readers should consider the information in addition to, but not instead of or superior to, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

    Constant currency results reported herein are calculated by translating consolidated balance sheet and consolidated statement of operations items denominated in local currency to U.S. dollars using the exchange rate from the prior-year comparable period, as opposed to the current period, in order to exclude the effects of foreign currency rate fluctuations. In addition, we have an equity method investment that is denominated in Australian dollars and is translated into U.S. dollars. We used the end-of-period rate for balance sheet items and the average closing daily exchange rate on a monthly basis during the appropriate period for statement of operations items. The end-of-period and approximate average exchange rates for each applicable currency as compared to U.S. dollars as of and for the three and nine months ended June 30, 2025 and 2024 were as follows:

        June 30,   Three Months Ended
    June 30,
      Nine Months Ended
    June 30,
        2025   2024   2025   2024   2025   2024
                             
    Mexican peso   18.8   18.3   19.5   17.2   20.0   17.3
    Guatemalan quetzal   7.6   7.6   7.6   7.6   7.6   7.6
    Honduran lempira   25.8   24.3   25.7   24.3   25.2   24.3
    Australian dollar   1.5   1.5   1.6   1.5   1.6   1.5
                             

    Our statement of operations constant currency results reflect the monthly exchange rate fluctuations and so are not directly calculable from the above rates. Constant currency results, where presented, also exclude the foreign currency gain or loss.

    Miscellaneous Non-GAAP Financial Measures

      Three Months Ended
    June 30,
    (in millions)   2025       2024  
           
    Net income $ 26.5     $ 18.0  
    Interest expense   8.5       3.5  
    Interest income   (5.4 )     (2.9 )
    Income tax expense   8.2       5.0  
    Depreciation and amortization   8.0       8.2  
    EBITDA $ 45.7     $ 31.8  
                   
      Total Revenues   Gross Profit   Income Before Tax   Tax Effect   Net Income   Diluted EPS   EBITDA
                               
    2025 Q3 Reported $ 311.0   $ 183.6   $ 34.7     $ 8.2     $ 26.5     $ 0.34     $ 45.7  
    Corporate lease termination           (1.3 )     (0.3 )     (1.0 )     (0.01 )     (1.3 )
    FX impact           (0.2 )           (0.2 )           (0.2 )
    Non-recurring foreign tax expense                 0.8       (0.8 )     (0.01 )      
    Constant Currency   8.9     4.8     0.8       0.1       0.7       0.01       1.0  
    2025 Q3 Adjusted $ 319.9   $ 188.4   $ 34.0     $ 8.8     $ 25.2     $ 0.33     $ 45.2  
      Total Revenues   Gross Profit   Income Before Tax   Tax Effect   Net Income   Diluted EPS   EBITDA
                               
    2024 Q3 Reported $ 281.4   $ 166.7   $ 23.0     $ 5.0   $ 18.0     $ 0.25     $ 31.8  
    Non-recurring foreign tax expense                 0.7     (0.7 )     (0.01 )      
    FX impact           (0.1 )         (0.1 )           (0.1 )
    2024 Q3 Adjusted $ 281.4   $ 166.7   $ 22.9     $ 5.7   $ 17.2     $ 0.24     $ 31.7  
                                                     
      Three Months Ended
    June 30, 2025
      Nine Months Ended
    June 30, 2025
    (in millions) U.S. Dollar Amount   Percentage Change YOY   U.S. Dollar Amount   Percentage Change YOY
                   
    Consolidated revenues $ 311.0   11 %   $ 937.5   8 %
    Currency exchange rate fluctuations   8.9         30.9    
    Constant currency consolidated revenues $ 319.9   14 %   $ 968.4   12 %
                   
    Consolidated gross profit $ 183.6   10 %   $ 547.5   8 %
    Currency exchange rate fluctuations   4.8         16.1    
    Constant currency consolidated gross profit $ 188.4   13 %   $ 563.6   11 %
                   
    Consolidated net inventory $ 225.5   31 %   $ 225.5   31 %
    Currency exchange rate fluctuations   1.3         1.3    
    Constant currency consolidated net inventory $ 226.8   32 %   $ 226.8   32 %
                   
    Latin America Pawn gross profit $ 49.6   6 %   $ 141.4   4 %
    Currency exchange rate fluctuations   4.8         16.1    
    Constant currency Latin America Pawn gross profit $ 54.4   16 %   $ 157.5   16 %
                   
    Latin America Pawn PLO $ 70.6   13 %   $ 70.6   13 %
    Currency exchange rate fluctuations   1.5         1.5    
    Constant currency Latin America Pawn PLO $ 72.1   16 %   $ 72.1   16 %
                   
    Latin America Pawn PSC revenues $ 31.4   3 %   $ 88.9   5 %
    Currency exchange rate fluctuations   2.9         9.6    
    Constant currency Latin America Pawn PSC revenues $ 34.3   13 %   $ 98.5   16 %
                   
    Latin America Pawn merchandise sales $ 56.4   12 %   $ 166.5   8 %
    Currency exchange rate fluctuations   5.7         20.2    
    Constant currency Latin America Pawn merchandise sales $ 62.1   23 %   $ 186.7   21 %
                   
    Latin America Pawn segment profit before tax $ 12.4   20 %   $ 34.6   21 %
    Currency exchange rate fluctuations   1.1         3.0    
    Constant currency Latin America Pawn segment profit before tax $ 13.5   30 %   $ 37.6   32 %

    The MIL Network

  • MIL-OSI: Tenaris Announces 2025 Second Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    The financial and operational information contained in this press release is based on unaudited consolidated condensed interim financial statements presented in U.S. dollars and prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standard Board and adopted by the European Union, or IFRS. Additionally, this press release includes non-IFRS alternative performance measures i.e., EBITDA, Free Cash Flow, Net cash / debt and Operating working capital days. See exhibit I for more details on these alternative performance measures.

    LUXEMBOURG, July 30, 2025 (GLOBE NEWSWIRE) — Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN) (“Tenaris”) today announced its results for the quarter ended June 30, 2025 in comparison with its results for the quarter ended June 30, 2024.

    Summary of 2025 Second Quarter Results

    (Comparison with first quarter of 2025 and second quarter of 2024)

      2Q 2025 1Q 2025 2Q 2024
    Net sales ($ million) 3,086 2,922 6% 3,322 (7%)
    Operating income ($ million) 583 550 6% 512 14%
    Net income ($ million) 542 518 5% 348 56%
    Shareholders’ net income ($ million) 531 507 5% 335 59%
    Earnings per ADS ($) 0.99 0.94 5% 0.59 68%
    Earnings per share ($) 0.50 0.47 5% 0.29 68%
    EBITDA* ($ million) 733 696 5% 650 13%
    EBITDA margin (% of net sales) 23.7% 23.8%   19.6%  

    * EBITDA in 2Q 2024 includes a $171 million loss from the provision for ongoing litigation related to the acquisition of a participation in Usiminas. If this charge was not included EBITDA would have amounted to $821 million, or 24.7% of sales.

    In the second quarter, our sales rose 6% sequentially reflecting an increase in North American OCTG prices and stable volumes. EBITDA and net income also rose. Margins remained in line with those of the previous quarter as cost of sales rose 5%, principally reflecting product mix differences and higher tariff payments.

    Our free cash flow for the quarter amounted to $538 million and, after spending $600 million on dividends and $237 million on share buybacks, our net cash position amounted to $3.7 billion at June 30, 2025.

    Market Background and Outlook

    Oil prices have softened as OPEC+ accelerates the unwinding of its 2.2 Mb/d voluntary production cuts and demand growth is subdued amidst a high level of economic and geopolitical uncertainty. Drilling activity, however, has remained relatively resilient, although there has been some reduction in oil drilling in the United States, Canada and Saudi Arabia. Mexico, with the recent financing of Pemex, may start to recover some activity after its extended decline. 

    Following the recent increase in tariffs on imports of steel products from 25% to 50%, we expect U.S. OCTG imports to reduce from the high levels of the first half and U.S. OCTG prices to increase over time. 

    For the second half, as anticipated in our last conference call, our sales will show a moderate decline compared to the first half reflecting lower drilling activity and a lower contribution from line pipe projects. Our margins will also be affected by the recent increase in tariff costs. 

    Analysis of 2025 Second Quarter Results

    Tubes

    The following table indicates, for our Tubes business segment, sales volumes of seamless and welded pipes for the periods indicated below:

    Tubes Sales volume (thousand metric tons) 2Q 2025 1Q 2025 2Q 2024
    Seamless 803 775 4% 805 0%
    Welded 179 212 (16%) 228 (21%)
    Total 982 987 (1%) 1,033 (5%)
               

    The following table indicates, for our Tubes business segment, net sales by geographic region, operating income and operating income as a percentage of net sales for the periods indicated below:

    Tubes 2Q 2025 1Q 2025 2Q 2024
    (Net sales – $ million)          
    North America 1,403 1,244 13% 1,439 (2%)
    South America 531 552 (4%) 599 (11%)
    Europe 215 208 3% 269 (20%)
    Asia Pacific, Middle East and Africa 771 761 1% 823 (6%)
    Total net sales ($ million) 2,920 2,765 6% 3,130 (7%)
    Services performed on third party tubes ($ million) 110 101 8% 102 7%
    Operating income ($ million) 554 514 8% 459 21%
    Operating margin (% of sales) 19.0% 18.6%   14.7%  
               

    Net sales of tubular products and services increased 6% sequentially and decreased 7% year on year. Sequentially, a 1% decline in volumes sold was offset by a 6% increase in average selling prices. In North America sales increased due to higher OCTG prices in the region and higher shipments to the US offshore. In South America sales decreased following a reduction in shipments to the Raia offshore project in Brazil compensated by the start of shipments for the Vaca Muerta Sur pipeline in Argentina and higher coating services in the Caribbean. In Europe sales were stable sequentially however year on year we had lower sales of offshore line pipe. In Asia Pacific, Middle East and Africa sales were stable as we had lower sales in Saudi Arabia, compensated by higher sales of offshore line pipe and coating services in sub-Saharan Africa and for a gas processing plant in Algeria.

    Operating results from tubular products and services amounted to a gain of $554 million in the second quarter of 2025 compared to a gain of $514 million in the previous quarter and a gain of $459 million in the second quarter of 2024. Despite the increase in average selling prices margins remained in line with those of the previous quarter as cost of sales rose 5%, principally reflecting product mix differences and higher tariff payments.

    Others

    The following table indicates, for our Others business segment, net sales, operating income and operating income as a percentage of net sales for the periods indicated below:

    Others 2Q 2025 1Q 2025 2Q 2024
    Net sales ($ million) 166 157 6% 192 (14%)
    Operating income ($ million) 29 36 (21%) 52 (45%)
    Operating margin (% of sales) 17.3% 23.1%   27.3%  
               

    Net sales of other products and services increased 6% sequentially and decreased 14% year on year. Sequentially, sales increased mainly due to higher sales of oilfield services in Argentina, excess raw materials and energy sold to third parties which had a lower margin.

    Selling, general and administrative expenses, or SG&A, amounted to $484 million, or 15.7% of net sales, in the second quarter of 2025, compared to $457 million, 15.6% in the previous quarter and $497 million, 15.0% in the second quarter of 2024. Sequentially, the increase in SG&A is mainly due to higher services and fees, taxes, and other expenses.

    Other operating results amounted to a loss of $6 million in the second quarter of 2025, compared to a gain of $6 million in the previous quarter and a $170 million loss in the second quarter of 2024. In the second quarter of 2024 we recorded a $171 million loss from provision for ongoing litigation related to the acquisition of a participation in Usiminas.

    Financial results amounted to a gain of $32 million in the second quarter of 2025, compared to a gain of $35 million in the previous quarter and a gain of $57 million in the second quarter of 2024. Financial result of the quarter is mainly attributable to a $54 million net finance income from the net return of our portfolio investments partially offset by foreign exchange and derivatives results.

    Equity in earnings (losses) of non-consolidated companies generated a gain of $33 million in the second quarter of 2025, compared to a gain of $14 million in the previous quarter and a loss of $83 million in the second quarter of 2024. These results are mainly derived from our participation in Ternium (NYSE:TX) and in the second quarter of 2024 were negatively affected by an $83 million loss from the provision for ongoing litigation related to the acquisition of a participation in Usiminas on our Ternium investment.

    Income tax charge amounted to $105 million in the second quarter of 2025, compared to $81 million in the previous quarter and $138 million in the second quarter of 2024. Sequentially, the higher income tax charge reflects better results at several subsidiaries.

    Cash Flow and Liquidity of 2025 Second Quarter

    Net cash generated by operating activities during the second quarter of 2025 was $673 million, compared to $821 million in the previous quarter and $0.9 billion in the second quarter of 2024. During the second quarter of 2025 cash generated by operating activities includes a net working capital reduction of $26 million.

    With capital expenditures of $135 million, our free cash flow amounted to $538 million during the quarter. Following a dividend payment of $600 million and share buybacks of $237 million in the quarter, our net cash position amounted to $3.7 billion at June 30, 2025.

    Analysis of 2025 First Half Results

      6M 2025 6M 2024 Increase/(Decrease)
    Net sales ($ million) 6,008 6,763 (11%)
    Operating income ($ million) 1,133 1,323 (14%)
    Net income ($ million) 1,060 1,098 (4%)
    Shareholders’ net income ($ million) 1,038 1,072 (3%)
    Earnings per ADS ($) 1.94 1.87 4%
    Earnings per share ($) 0.97 0.93 4%
    EBITDA* ($ million) 1,429 1,637 (13%)
    EBITDA margin (% of net sales) 23.8% 24.2%  

    * EBITDA in 6M 2024 includes a $171 million loss from the provision for ongoing litigation related to the acquisition of a participation in Usiminas. If this charge was not included EBITDA would have amounted to $1,808 million, or 26.7% of sales.

    Our sales in the first half of 2025 decreased 11% compared to the first half of 2024 as volumes of tubular products shipped decreased 5% and tubes average selling prices decreased 7% due to price declines in North America. Following the decrease in sales, EBITDA margin declined from 26.7%, excluding a $171 million provision, to 23.8% and EBITDA declined 21%. While net income declined 4% year on year, earnings per share increased 4% following the reduction of outstanding shares due to the share buyback.

    Cash flow provided by operating activities amounted to $1.5 billion during the first half of 2025, including a reduction in working capital of $250 million. After capital expenditures of $309 million, our free cash flow amounted to $1.2 billion. Following a dividend payment of $600 million and share buybacks for $474 million in the semester, our net cash position amounted to $3.7 billion at the end of June 2025.

    The following table shows our net sales by business segment for the periods indicated below:

    Net sales ($ million) 6M 2025 6M 2024 Increase/(Decrease)
    Tubes 5,686 95% 6,421 95% (11%)
    Others 322 5% 342 5% (6%)
    Total 6,008   6,763   (11%)
               

    Tubes

    The following table indicates, for our Tubes business segment, sales volumes of seamless and welded pipes for the periods indicated below:

    Tubes Sales volume (thousand metric tons) 6M 2025 6M 2024 Increase/(Decrease)
    Seamless 1,578 1,582 0%
    Welded 390 496 (21%)
    Total 1,969 2,078 (5%)
           

    The following table indicates, for our Tubes business segment, net sales by geographic region, operating income and operating income as a percentage of net sales for the periods indicated below:

    Tubes 6M 2025 6M 2024 Increase/(Decrease)
    (Net sales – $ million)      
    North America 2,647 3,028 (13%)
    South America 1,083 1,216 (11%)
    Europe 423 522 (19%)
    Asia Pacific, Middle East and Africa 1,532 1,656 (7%)
    Total net sales ($ million) 5,686 6,421 (11%)
    Services performed on third parties tubes ($ million) 211 294 (28%)
    Operating income ($ million) 1,068 1,245 (14%)
    Operating margin (% of sales) 18.8% 19.4%  
           

    Net sales of tubular products and services decreased 11% to $5,686 million in the first half of 2025, compared to $6,421 million in the first half of 2024 due to a 5% decrease in volumes and a 7% decrease in average selling prices due to price declines in North America. Average drilling activity in the first half of 2025 decreased 4% in the United States and Canada and 7% internationally compared to the first half of 2024.

    Operating results from tubular products and services amounted to a gain of $1,068 million in the first half of 2025 compared to a gain of $1,245 million in the first half of 2024. In first six months of 2024 our Tubes operating income included a $171 million charge for litigations related to the acquisition of a participation in Usiminas and a $39 million gain from the positive resolution of legal claims in Mexico and Brazil. The decline in operating results is mainly due to the decline in average selling prices and the corresponding impact on margins.

    Others

    The following table indicates, for our Others business segment, net sales, operating income and operating income as a percentage of net sales for the periods indicated below:

    Others 6M 2025 6M 2024 Increase/(Decrease)
    Net sales ($ million) 322 342 (6%)
    Operating income ($ million) 65 78 (17%)
    Operating margin (% of sales) 20.2% 23.0%  
           

    Net sales of other products and services decreased 6% to $322 million in the first half of 2025, compared to $342 million in the first half of 2024. The decline in sales is related to lower sales of sucker rods, coiled tubing and excess raw materials, partially offset by an increase in the sale of oilfield services in Argentina.

    Operating results from other products and services amounted to a gain of $65 million in the first half of 2025, compared to a gain of $78 million in the first half of 2024. Results were mainly derived from our oilfield services business in Argentina and from the sale of sucker rods.

    Selling, general and administrative expenses, or SG&A, declined from $1,005 million in the first half of 2024 to $941 million in the first half of 2025, however they increased from 14.9% to 15.7% of sales. The decline in SG&A expenses is mainly due to lower taxes, labor costs and depreciation and amortization.

    Other operating results amounted to a loss of $50 thousand in the first half of 2025, compared to a loss of $157 million in the first half of 2024. In the first six months of 2024 we recorded a $171 million loss from provision for ongoing litigation related to the acquisition of a participation in Usiminas.

    Financial results amounted to a gain of $67 million in the first half of 2025, compared to a gain of $32 million in the first half of 2024. While net finance income increased in the first six months of 2025 due to a stronger net financial position, foreign exchange results were negative, compared to the positive impact recorded in the same period of 2024. In the first half of 2024 other financial results were negatively affected by a cumulative loss of the U.S. dollar denominated Argentine bond previously recognized in other comprehensive income.

    Equity in earnings (losses) of non-consolidated companies generated a gain of $47 million in the first half of 2025, compared to a loss of $34 million in the first half of 2024. These results were mainly derived from our equity investment in Ternium (NYSE:TX) and in the first six months of 2024 were negatively affected by an $83 million loss from the provision for ongoing litigation related to the acquisition of a participation in Usiminas on our Ternium investment.

    Income tax amounted to a charge of $187 million in the first half of 2025, compared to $223 million in the first half of 2024. The lower income tax charge reflects the reduction in results at several subsidiaries.

    Cash Flow and Liquidity of 2025 First Half

    Net cash provided by operating activities during the first half of 2025 amounted to $1.5 billion (including a reduction in working capital of $250 million), compared to cash provided by operations of $1.8 billion (net of a reduction in working capital of $276 million) in the first half of 2024.

    Capital expenditures amounted to $309 million in the first half of 2025, compared to $333 million in the first half of 2024. Free cash flow amounted to $1.2 billion in the first half of 2025, compared to $1.5 billion in the first half of 2024.

    Following a dividend payment of $600 million in May 2025 and share buybacks of $474 million during the first half of 2025, our net cash position amounted to $3.7 billion at the end of June 2025.

    Conference call

    Tenaris will hold a conference call to discuss the above reported results, on July 31, 2025, at 08:00 a.m. (Eastern Time). Following a brief summary, the conference call will be opened to questions.

    To listen to the conference please join through one of the following options:
    ir.tenaris.com/events-and-presentations or
    https://edge.media-server.com/mmc/p/dy4pxaxk

    If you wish to participate in the Q&A session please register at the following link:
    https://register-conf.media-server.com/register/BI13b7d2b9dcce43d79257fc8cfbdde30c

    Please connect 10 minutes before the scheduled start time.

    A replay of the conference call will also be available on our webpage at: ir.tenaris.com/events-and-presentations

    Some of the statements contained in this press release are “forward-looking statements”. Forward-looking statements are based on management’s current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements. These risks include but are not limited to risks arising from uncertainties as to future oil and gas prices and their impact on investment programs by oil and gas companies.

    Consolidated Condensed Interim Income Statement

    (all amounts in thousands of U.S. dollars) Three-month period ended June 30, Six-month period ended June 30,
      2025 2024 2025 2024
      (Unaudited) (Unaudited)
    Net sales 3,085,672 3,321,677 6,007,884 6,763,221
    Cost of sales (2,013,639) (2,143,614) (3,934,494) (4,277,666)
    Gross profit 1,072,033 1,178,063 2,073,390 2,485,555
    Selling, general and administrative expenses (483,633) (496,688) (940,698) (1,004,820)
    Other operating income 4,317 9,461 16,105 25,485
    Other operating expenses (9,983) (179,127) (16,150) (182,847)
    Operating income 582,734 511,709 1,132,647 1,323,373
    Finance Income 63,669 68,884 142,113 125,173
    Finance Cost (9,712) (15,722) (21,457) (36,305)
    Other financial results, net (22,294) 4,021 (53,735) (56,447)
    Income before equity in earnings of non-consolidated companies and income tax 614,397 568,892 1,199,568 1,355,794
    Equity in earnings (losses) of non-consolidated companies 32,651 (82,519) 46,686 (34,340)
    Income before income tax 647,048 486,373 1,246,254 1,321,454
    Income tax (105,342) (138,147) (186,684) (223,003)
    Income for the period 541,706 348,226 1,059,570 1,098,451
             
    Attributable to:        
    Shareholders’ equity 531,323 335,186 1,038,254 1,072,166
    Non-controlling interests 10,383 13,040 21,316 26,285
      541,706 348,226 1,059,570 1,098,451
     

    Consolidated Condensed Interim Statement of Financial Position

    (all amounts in thousands of U.S. dollars) At June 30, 2025 At December 31, 2024
      (Unaudited)  
    ASSETS        

    Non-current assets

           
    Property, plant and equipment, net 6,168,254   6,121,471  
    Intangible assets, net 1,362,262   1,357,749  
    Right-of-use assets, net 147,197   148,868  
    Investments in non-consolidated companies 1,575,101   1,543,657  
    Other investments 1,009,677   1,005,300  
    Deferred tax assets 835,954   831,298  
    Receivables, net 152,215 11,250,660 205,602 11,213,945

    Current assets

           
    Inventories, net 3,486,537   3,709,942  
    Receivables and prepayments, net 244,958   179,614  
    Current tax assets 415,626   332,621  
    Contract assets 60,182   50,757  
    Trade receivables, net 1,892,116   1,907,507  
    Derivative financial instruments 2,676   7,484  
    Other investments 2,482,514   2,372,999  
    Cash and cash equivalents 572,289 9,156,898 675,256 9,236,180
    Total assets   20,407,558   20,450,125

    EQUITY

           
    Shareholders’ equity   16,583,542   16,593,257
    Non-controlling interests   211,117   220,578
    Total equity   16,794,659   16,813,835

    LIABILITIES

           

    Non-current liabilities

           
    Borrowings 4,361   11,399  
    Lease liabilities 94,170   100,436  
    Derivative financial instruments 1,552    
    Deferred tax liabilities 472,640   503,941  
    Other liabilities 296,990   301,751  
    Provisions 61,746 931,459 82,106 999,633

    Current liabilities

           
    Borrowings 319,919   425,999  
    Lease liabilities 53,917   44,490  
    Derivative financial instruments 9,254   8,300  
    Current tax liabilities 298,803   366,292  
    Other liabilities 792,982   585,775  
    Provisions 156,387   119,344  
    Customer advances 139,751   206,196  
    Trade payables 910,427 2,681,440 880,261 2,636,657

    Total liabilities

      3,612,899   3,636,290
    Total equity and liabilities   20,407,558   20,450,125
     

    Consolidated Condensed Interim Statement of Cash Flows

    (all amounts in thousands of U.S. dollars)   Three-month period ended June 30, Six-month period ended June 30,
        2025 2024 2025 2024
        (Unaudited) (Unaudited)
    Cash flows from operating activities          
    Income for the period   541,706 348,226 1,059,570 1,098,451
    Adjustments for:          
    Depreciation and amortization   150,002 138,509 296,408 313,951
    Bargain purchase gain   (2,211) (2,211)
    Provision for the ongoing litigation related to the acquisition of participation in Usiminas   8,650 170,610 18,527 170,610
    Income tax accruals less payments   (36,660) (84,340) (90,793) (113,562)
    Equity in earnings (losses) of non-consolidated companies   (32,651) 82,519 (46,686) 34,340
    Interest accruals less payments, net   (4,616) (14,573) (13,039) (2,635)
    Changes in provisions   628 (6,277) (1,765) (4,732)
    Changes in working capital   26,499 285,066 250,316 275,518
    Others, including net foreign exchange   19,589 17,672 21,609 52,448
    Net cash provided by operating activities   673,147 935,201 1,494,147 1,822,178
               
    Cash flows from investing activities          
    Capital expenditures   (135,454) (161,318) (309,292) (333,415)
    Changes in advances to suppliers of property, plant and equipment   (18,769) (13,467) (5,853) (10,515)
    Cash decrease due to deconsolidation of subsidiaries   (1,848) (1,848)
    Acquisition of subsidiaries, net of cash acquired   25,946 25,946
    Loan to joint ventures   (1,391) (1,359) (2,745)
    Proceeds from disposal of property, plant and equipment and intangible assets   56,829 723 57,729 6,135
    Dividends received from non-consolidated companies   41,348 53,136 41,348 53,136
    Changes in investments in securities   94,299 (277,085) (131,337) (1,036,752)
    Net cash used in investing activities   36,405 (373,456) (350,612) (1,298,210)
               
    Cash flows from financing activities          
    Dividends paid   (600,317) (458,556) (600,317) (458,556)
    Dividends paid to non-controlling interest in subsidiaries   (27,264) (27,264)
    Changes in non-controlling interests   (5) 1,115
    Acquisition of treasury shares   (236,744) (492,322) (473,932) (803,386)
    Payments of lease liabilities   (15,392) (16,614) (30,047) (33,382)
    Proceeds from borrowings   128,874 365,149 476,443 1,195,096
    Repayments of borrowings   (145,831) (418,521) (574,956) (1,172,599)
    Net cash used in financing activities   (896,674) (1,020,869) (1,230,073) (1,271,712)
               
    Decrease in cash and cash equivalents   (187,122) (459,124) (86,538) (747,744)
               
    Movement in cash and cash equivalents          
    At the beginning of the period   758,952 1,323,056 660,798 1,616,597
    Effect of exchange rate changes   (338) (15,237) (2,768) (20,158)
    Decrease in cash and cash equivalents   (187,122) (459,124) (86,538) (747,744)
    At June 30,   571,492 848,695 571,492 848,695
     

    Exhibit I – Alternative performance measures

    Alternative performance measures should be considered in addition to, not as substitute for or superior to, other measures of financial performance prepared in accordance with IFRS.

    EBITDA, Earnings before interest, tax, depreciation and amortization.

    EBITDA provides an analysis of the operating results excluding depreciation and amortization and impairments, as they are recurring non-cash variables which can vary substantially from company to company depending on accounting policies and the accounting value of the assets. EBITDA is an approximation to pre-tax operating cash flow and reflects cash generation before working capital variation. EBITDA is widely used by investors when evaluating businesses (multiples valuation), as well as by rating agencies and creditors to evaluate the level of debt, comparing EBITDA with net debt.

    EBITDA is calculated in the following manner:

    EBITDA = Net income for the period + Income tax charges +/- Equity in Earnings (losses) of non-consolidated companies +/- Financial results + Depreciation and amortization +/- Impairment charges/(reversals).

    EBITDA is a non-IFRS alternative performance measure.

    (all amounts in thousands of U.S. dollars) Three-month period ended June 30, Six-month period ended June 30,
      2025 2024 2025 2024
    Income for the period 541,706 348,226 1,059,570 1,098,451
    Income tax charge 105,342 138,147 186,684 223,003
    Equity in earnings (losses) of non-consolidated companies (32,651) 82,519 (46,686) 34,340
    Financial Results (31,663) (57,183) (66,921) (32,421)
    Depreciation and amortization 150,002 138,509 296,408 313,951
    EBITDA 732,736 650,218 1,429,055 1,637,324
             

    Free Cash Flow

    Free cash flow is a measure of financial performance, calculated as operating cash flow less capital expenditures. FCF represents the cash that a company is able to generate after spending the money required to maintain or expand its asset base.

    Free cash flow is calculated in the following manner:

    Free cash flow = Net cash (used in) provided by operating activities – Capital expenditures.

    Free cash flow is a non-IFRS alternative performance measure.

    (all amounts in thousands of U.S. dollars) Three-month period ended June 30, Six-month period ended June 30,
      2025 2024 2025 2024
    Net cash provided by operating activities 673,147 935,201 1,494,147 1,822,178
    Capital expenditures (135,454) (161,318) (309,292) (333,415)
    Free cash flow 537,693 773,883 1,184,855 1,488,763
             

    Net Cash / (Debt)

    This is the net balance of cash and cash equivalents, other current investments and fixed income investments held to maturity less total borrowings. It provides a summary of the financial solvency and liquidity of the company. Net cash / (debt) is widely used by investors and rating agencies and creditors to assess the company’s leverage, financial strength, flexibility and risks.

    Net cash/ debt is calculated in the following manner:

    Net cash = Cash and cash equivalents + Other investments (Current and Non-Current)+/- Derivatives hedging borrowings and investments – Borrowings (Current and Non-Current).

    Net cash/debt is a non-IFRS alternative performance measure.

    (all amounts in thousands of U.S. dollars) At June 30,
      2025 2024
    Cash and cash equivalents 572,289 850,236
    Other current investments 2,482,514 2,452,375
    Non-current investments 1,002,523 1,120,834
    Derivatives hedging borrowings and investments (3,698)
    Current borrowings (319,919) (559,517)
    Non-current borrowings (4,361) (21,386)
    Net cash / (debt) 3,729,348 3,842,542
         

    Operating working capital days

    Operating working capital is the difference between the main operating components of current assets and current liabilities. Operating working capital is a measure of a company’s operational efficiency, and short-term financial health.

    Operating working capital days is calculated in the following manner:

    Operating working capital days = [(Inventories + Trade receivables – Trade payables – Customer advances) / Annualized quarterly sales ] x 365.

    Operating working capital days is a non-IFRS alternative performance measure.

    (all amounts in thousands of U.S. dollars) At June 30,
      2025 2024
    Inventories 3,486,537 3,834,623
    Trade receivables 1,892,116 2,185,425
    Customer advances (139,751) (298,158)
    Trade payables (910,427) (1,020,453)
    Operating working capital 4,328,475 4,701,437
    Annualized quarterly sales 12,342,688 13,286,708
    Operating working capital days 128 129
     

    Giovanni Sardagna      
    Tenaris
     1-888-300-5432
    www.tenaris.com

    The MIL Network

  • MIL-OSI: National Fuel Reports Third Quarter Fiscal 2025 Earnings and Announces Preliminary Guidance for Fiscal 2026

    Source: GlobeNewswire (MIL-OSI)

    WILLIAMSVILLE, N.Y., July 30, 2025 (GLOBE NEWSWIRE) — National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the third quarter of its 2025 fiscal year.

    FISCAL 2025 THIRD QUARTER SUMMARY

    • GAAP earnings per share of $1.64 compared to a net loss $0.59 per share in the prior year.
    • Adjusted earnings per share of $1.64 increased 66% compared to $0.99 per share in the prior year. See non-GAAP reconciliation on page 2.
    • Exploration and Production adjusted operating results of $0.95 per share increased 157% versus the prior year, driven by lower per unit operating costs, higher realized natural gas prices, and strong well performance in the Eastern Development Area (“EDA”), which contributed to 112 Bcf of natural gas production, up 16% versus the prior year’s third quarter.
    • The Pipeline and Storage segment achieved several development milestones for expansion projects during the quarter with the announcement of the Shippingport Lateral Project and the receipt of FERC approval for the Tioga Pathway Project, which remains on track for a late calendar 2026 in-service date.
    • The Company generated $196 million in net cash provided by operating activities less net cash used in investing activities during the third quarter.
    • The Company is revising the midpoint of its fiscal 2025 adjusted earnings per share guidance to a range of $6.80 to $6.95 per share and is initiating its fiscal 2026 preliminary earnings guidance which, based upon a NYMEX price of $4.00, is expected to increase 20% from fiscal 2025 (see Guidance Summary on page 7).

    MANAGEMENT COMMENTARY

    David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: “National Fuel’s excellent third quarter reflects ongoing success across the Company. Our integrated upstream and gathering operations saw record production and throughput during the quarter and a continued improvement in capital efficiency, while our regulated Utility and Pipeline & Storage segments continue to see an uplift in earnings from recent ratemaking activities and organic investment opportunities.

    “As we look forward to fiscal 2026, we expect to see significant earnings growth versus the prior year. This highlights the momentum in each of our businesses and the overall positive long-term outlook for natural gas. Strong well results in the EDA continue to confirm the depth of our best-in-class inventory and operational excellence in Northeast Pennsylvania, and underpin our mid-single-digit production growth expectations in the coming years. In addition, we have line of sight to further growth in our regulated businesses, supporting our 5% to 7% average annual rate base growth projections. Taken together, along with the broader tailwinds from growing demand for natural gas, National Fuel is well positioned to create meaningful value for shareholders in the years to come.”

    RETURN OF CAPITAL UPDATE

    During the quarter, National Fuel announced that its Board of Directors approved a 4% increase in the Company’s dividend for an annual rate of $2.14 per share. This is our 55th consecutive year of dividend increases and the 123rd year of consecutive dividend payments, demonstrating the Company’s commitment to returning cash to shareholders.

    With respect to the Company’s share repurchase program, since March 2024, the Company repurchased approximately 2 million shares at an average weighted price of $59.70 per share. Consistent with our disciplined approach to capital allocation, which balances growth with return of capital to shareholders, during the quarter the Company paused repurchases as it evaluated various growth opportunities, preserving balance sheet flexibility.

    RECONCILIATION OF GAAP EARNINGS TO ADJUSTED OPERATING RESULTS

        Three Months Ended June 30,
        (Thousands)   (Per Share)
          2025       2024       2025       2024  
    Reported GAAP Earnings   $ 149,818     $ (54,158 )   $ 1.64     $ (0.59 )
    Items impacting comparability:                
    Impairment of assets (E&P)           200,696       0.00       2.18  
    Tax impact of impairment of assets           (55,686 )     0.00       (0.60 )
    Other (refer to Segment results for details)     (615 )     873              
    Adjusted Operating Results   $ 149,203     $ 91,725     $ 1.64     $ 0.99  


    FISCAL
    2025 GUIDANCE UPDATE

    National Fuel is revising its adjusted earnings per share guidance for fiscal 2025 to a range of $6.80 to $6.95. This updated range incorporates our third quarter results as well as lower expected realized natural gas prices for the remaining three months, which is largely offset by expected higher production and lower unit costs in the Exploration and Production segment. The Company is assuming an average NYMEX natural gas price of $3.25 per MMBtu for the remaining three months of fiscal 2025, which approximates the current NYMEX forward curve at this time.

    The Company’s other fiscal 2025 guidance assumptions are detailed in the table on page 7.

    INITIATION OF FISCAL 2026 PRELIMINARY GUIDANCE

    The Company is initiating preliminary earnings guidance for fiscal 2026 which it is providing at various NYMEX prices:

    NYMEX Assumption
    ($/MMBtu)
    Fiscal 2026
    Adjusted Earnings
    Per Share Sensitivities
    $3.00 $6.35 – $6.85
    $4.00 $8.00 – $8.50
    $5.00 $9.75 – $10.25


    2026 OUTLOOK

    • Seneca’s ongoing trend of improving capital efficiency is projected to continue in fiscal 2026 with capital expenditures expected to decrease by $20 million, or 4% at the midpoint, while production is expected to increase to a range of 440 to 455 Bcf, an increase of 6% at the midpoint.
    • Regulated segment earnings are expected to increase as a result of ongoing modernization investments which are supported by recent ratemaking efforts, driven by Distribution’s three-year New York rate settlement that continues through fiscal 2027 and additional margin related to the Pennsylvania modernization tracker, or DSIC (Distribution System Improvement Charge).
    • Combined Utility and Pipeline & Storage segment capital expenditures are expected to range between $395 and $455 million, an increase of $110 million from fiscal 2025 at midpoint of guidance, with continued investment in our longstanding modernization programs, as well as significant expansion-related spending on the Tioga Pathway and Shippingport Lateral projects driving meaningful rate base growth.

    Additional details on the Company’s updated forecast assumptions and business segment guidance for fiscal 2026 are outlined in the table on page 7.

    DISCUSSION OF THIRD QUARTER RESULTS BY SEGMENT

    The following earnings discussion of each operating segment for the quarter ended June 30, 2025 is summarized in a tabular form on pages 8 and 9 of this report (earnings drivers for the nine months ended June 30, 2025 are summarized on pages 10 and 11). It may be helpful to refer to those tables while reviewing this discussion.

    Note that management defines adjusted operating results as reported GAAP earnings adjusted for items impacting comparability, and adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability.

    Upstream Business

    Exploration and Production Segment

    The Exploration and Production segment operations are carried out by Seneca Resources Company, LLC (“Seneca”). Seneca explores for, develops and produces primarily natural gas reserves in Pennsylvania.

        Three Months Ended
        June 30,
    (in thousands)     2025       2024     Variance
    GAAP Earnings   $ 86,671     $ (112,028 )   $ 198,699  
    Impairment of assets           200,696       (200,696 )
    Tax impact of impairment of assets           (55,686 )     55,686  
    Unrealized (gain) loss on derivative asset (2022 CA asset sale)     45       1,186       (1,141 )
    Tax impact of unrealized (gain) loss on derivative asset     (12 )     (325 )     313  
    Adjusted Operating Results   $ 86,704     $ 33,843     $ 52,861  
                 
    Adjusted EBITDA   $ 202,488     $ 128,535     $ 73,953  

    Seneca’s third quarter GAAP earnings increased $198.7 million versus the prior year. GAAP earnings in the prior year included a non-cash, pre-tax ceiling test impairment of $200.7 million ($145.0 million after-tax) to write-down the carrying value of Seneca’s reserves under the full cost method of accounting. GAAP earnings also included the impact of unrealized losses related to reductions in the fair value of contingent consideration received in connection with the June 2022 divestiture of Seneca’s California assets.

    Excluding items impacting comparability, Seneca’s adjusted operating results in the third quarter increased $52.9 million primarily due to higher realized natural gas prices and production, as well as lower per unit operating expenses.

    During the third quarter, Seneca produced a Company record 112 Bcf of natural gas, an increase of 15 Bcf, or 16%, from the prior year. Two highly prolific Utica pads turned in line this year in the EDA’s Tioga County were the main drivers behind this increase in production.

    Seneca’s weighted average realized natural gas price, after the impact of hedging and transportation costs, was $2.71 per Mcf, an increase of $0.43 per Mcf from the prior year. This increase was primarily due to higher NYMEX prices and higher spot prices at local sales points in Pennsylvania.

        Three Months Ended
        June 30,
    (Cost per Mcf)     2025       2024     Variance
    Lease Operating and Transportation Expense (“LOE”)   $ 0.66     $ 0.69     $ (0.03 )
    General and Administrative Expense (“G&A”)   $ 0.17     $ 0.19     $ (0.02 )
    Taxes and Other   $ 0.08     $ 0.08     $  
    Total Cash Operating Costs   $ 0.91     $ 0.96     $ (0.05 )
    Depreciation, Depletion and Amortization Expense (“DD&A”)   $ 0.62     $ 0.71     $ (0.09 )
    Total Operating Costs   $ 1.53     $ 1.67     $ (0.14 )

    On a per unit basis, third quarter total cash operating costs were lower compared to the prior year, primarily due to higher production. LOE included $61 million ($0.55 per Mcf), or 83% of total LOE, for gathering and compression service fees paid to the Company’s Gathering segment to connect Seneca’s production to sales points along interstate pipelines. DD&A for the quarter was $0.62 per Mcf, a decrease of $0.09 per Mcf from the prior year, largely due to ceiling test impairments recorded in prior quarters that lowered Seneca’s full cost pool depletable base.

    Midstream Businesses

    Pipeline and Storage Segment

    The Pipeline and Storage segment’s operations are carried out by National Fuel Gas Supply Corporation (“Supply Corporation”) and Empire Pipeline, Inc. (“Empire”). The Pipeline and Storage segment provides natural gas transportation and storage services to affiliated and non-affiliated companies through an integrated system of pipelines and underground natural gas storage fields in western New York and Pennsylvania.

        Three Months Ended
        June 30,
    (in thousands)     2025       2024     Variance
    GAAP Earnings   $ 28,857     $ 30,690     $ (1,833 )
                 
    Adjusted EBITDA   $ 67,019     $ 68,221     $ (1,202 )

    The Pipeline and Storage segment’s third quarter GAAP earnings decreased $1.8 million versus the prior year primarily due to higher Operations and Maintenance (“O&M”) expense. The increase in O&M expense was due largely to typical inflationary increases related to higher personnel costs and third-party contractors.

    Gathering Segment

    The Gathering segment’s operations are carried out by National Fuel Gas Midstream Company, LLC’s limited liability companies. The Gathering segment constructs, owns and operates natural gas gathering pipelines and compression facilities in the Appalachian region, which delivers Seneca and other non-affiliated Appalachian production to the interstate pipeline system.

        Three Months Ended
        June 30,
    (in thousands)     2025       2024     Variance
    GAAP Earnings   $ 29,996     $ 24,979     $ 5,017  
                 
    Adjusted EBITDA   $ 55,923     $ 47,631     $ 8,292  

    The Gathering segment’s third quarter GAAP earnings increased $5.0 million versus the prior year primarily due to higher operating revenues, which increased $7.8 million, or 13%, primarily due to an increase in throughput from Seneca’s new wells located in Tioga County.

    Downstream Business

    Utility Segment

    The Utility segment operations are carried out by National Fuel Gas Distribution Corporation (“Distribution Corporation”), which sells or transports natural gas to customers located in western New York and northwestern Pennsylvania.

        Three Months Ended
        June 30,
    (in thousands)     2025       2024     Variance
    GAAP Earnings   $ 4,997     $ 2,559     $ 2,438  
                 
    Adjusted EBITDA   $ 25,743     $ 21,047     $ 4,696  

    The Utility segment’s third quarter GAAP earnings increased $2.4 million, or 95%, primarily as a result of new rates approved in the Utility’s New York rate case settlement, which became effective October 1, 2024, partially offset by higher operating costs and interest expense.

    For the quarter, customer margin (operating revenues less purchased gas sold) increased $8.4 million, primarily due to an increase in customer usage, due in part to colder weather, as well as an increase in rates as part of the New York rate case settlement. Other income increased $4.0 million, largely due to the New York rate settlement, which required the recognition of non-service pension and post-retirement benefit income and a corresponding reduction in new base rates, resulting in no effect on net income.

    O&M expense increased $2.7 million primarily driven by higher personnel costs, partially offset by a reduction in uncollectible expenses as a result of a tracker implemented as part of the New York rate case settlement. DD&A expense increased by $1.6 million primarily due to higher average depreciable plant in service compared to the prior year. Further, interest expense increased $2.5 million primarily due to a higher average amount of net borrowings.

    Corporate and All Other

    The Company’s operations that are included in Corporate and All Other generated a combined net loss of $0.7 million, which was largely consistent with the prior year.

    EARNINGS TELECONFERENCE

    A conference call to discuss the results will be held on Thursday, July 31, 2025, at 9 a.m. ET. All participants must pre-register to join this conference using the Participant Registration link. A webcast link to the conference call will be provided under the Events Calendar on the NFG Investor Relations website at investor.nationalfuelgas.com. A replay will be available following the call through the end of the day, Thursday, August 7, 2025. To access the replay, dial 1-866-813-9403 and provide Access Code 592578.

    National Fuel is an integrated energy company reporting financial results for four operating segments: Exploration and Production, Pipeline and Storage, Gathering, and Utility. Additional information about National Fuel is available at www.nationalfuel.com.

    Certain statements contained herein, including statements identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may” and similar expressions, and statements which are other than statements of historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; changes in the price of natural gas; the creditworthiness or performance of the Company’s key suppliers, customers and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures and other investments, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; the Company’s ability to complete strategic transactions; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date thereof.

    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES

    GUIDANCE SUMMARY

    As discussed on page 2, the Company is revising its adjusted earnings per share guidance for fiscal 2025. Additional details on the Company’s forecast assumptions and business segment guidance are outlined in the table below.

    The revised adjusted earnings per share guidance range excludes certain items that impacted the comparability of adjusted operating results during the nine months ended June 30, 2025, including: (1) the after tax impairment of assets, which reduced earnings by $1.14 per share; (2) after-tax premiums paid on early redemptions of debt, which reduced earnings by $0.02 per share; (3) after-tax unrealized losses on a derivative asset, which reduced earnings by $0.01 per share; and (4) after-tax unrealized losses on other investments, which reduced earnings by $0.02 per share. While the Company expects to record certain adjustments to unrealized gain or loss on investments during the remaining three months ending September 30, 2025, the amounts of these and other potential adjustments are not reasonably determinable at this time. As such, the Company is unable to provide earnings guidance other than on a non-GAAP basis.

        Updated FY 2025 Guidance   Preliminary FY 2026 Guidance
             
    Consolidated Adjusted Earnings per Share   $6.80 to $6.95   See sensitivity table on p.2
    Consolidated Effective Tax Rate   ~ 25.5%   ~ 25.5%
             
    Capital Expenditures (Millions)        
    Exploration and Production   $500 – $510   $470 – $500
    Pipeline and Storage   $120 – $140   $210 – $250
    Gathering   $95 – $110   $90 – $110
    Utility   $175 – $195   $185 – $205
    Consolidated Capital Expenditures   $890 – $955   $955 – $1,065
             
    Exploration and Production Segment Guidance        
             
    Commodity Price Assumptions   (remaining three months)    
    NYMEX natural gas price (per MMBtu)   $3.25   $3.00 / $4.00 / $5.00
    Appalachian basin spot price (per MMBtu)   $2.50   $2.30 / $3.10 / $3.90
             
    Production (Bcf)   420 to 425   440 to 455
             
    E&P Operating Costs ($/Mcf)        
    LOE   $0.67 – $0.68   $0.67 – $0.68
    G&A   ~$0.18   ~$0.18
    DD&A   $0.63 – $0.65   $0.65 – $0.69
             
    Other Business Segment Guidance (Millions)        
    Gathering Segment Revenues   $255 – $260   $245 – $255
    Pipeline and Storage Segment Revenues   $420 – $430   $415 – $430
             
    Utility Segment Guidance (Millions)        
    Customer Margin*   $450 – $460   $470 – $490
    O&M Expense   $240 – $245   $250 – $260
    Non-Service Pension & OPEB Income   $23 – $27   $23 – $27
    * Customer Margin is defined as Operating Revenues less Purchased Gas Expense.
    NATIONAL FUEL GAS COMPANY
    RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
    QUARTER ENDED JUNE 30, 2025
    (Unaudited)
                             
        Upstream   Midstream   Downstream        
                             
        Exploration &   Pipeline &           Corporate /    
    (Thousands of Dollars)   Production   Storage   Gathering   Utility   All Other   Consolidated*
                             
    Third quarter 2024 GAAP earnings   $ (112,028 )   $ 30,690     $ 24,979     $ 2,559     $ (358 )   $ (54,158 )
    Items impacting comparability:                        
    Impairment of assets     200,696                       200,696  
    Tax impact of impairment of assets     (55,686 )                     (55,686 )
    Unrealized (gain) loss on derivative asset     1,186                       1,186  
    Tax impact of unrealized (gain) loss on derivative asset     (325 )                     (325 )
    Unrealized (gain) loss on other investments                     15       15  
    Tax impact of unrealized (gain) loss on other investments                     (3 )     (3 )
    Third quarter 2024 adjusted operating results     33,843       30,690       24,979       2,559       (346 )     91,725  
    Drivers of adjusted operating results**                        
    Upstream Revenues                        
    Higher (lower) natural gas production     27,144                       27,144  
    Higher (lower) realized natural gas prices, after hedging     38,281                       38,281  
    Midstream Revenues                        
    Higher (lower) operating revenues             6,125               6,125  
    Downstream Margins***                        
    Impact of usage and weather                 2,738           2,738  
    Impact of new rates in New York                 2,788           2,788  
    Regulatory revenue adjustments                 670           670  
    Operating Expenses                        
    Lower (higher) lease operating and transportation expenses     (5,747 )                     (5,747 )
    Lower (higher) operating expenses         (1,687 )         (2,126 )     (1,463 )     (5,276 )
    Lower (higher) property, franchise and other taxes     (1,636 )                     (1,636 )
    Lower (higher) depreciation / depletion             (882 )     (1,242 )         (2,124 )
    Other Income (Expense)                        
    Higher (lower) other income     (531 )     (1,238 )         3,169       1,352       2,752  
    (Higher) lower interest expense     589       510           (2,007 )     (1,616 )     (2,524 )
    Income Taxes                        
    Lower (higher) income tax expense / effective tax rate     (5,564 )     (39 )     (178 )     (1,190 )     710       (6,261 )
                             
    All other / rounding     325       621       (48 )     (362 )     12       548  
    Third quarter 2025 adjusted operating results     86,704       28,857       29,996       4,997       (1,351 )     149,203  
    Items impacting comparability:                        
    Unrealized gain (loss) on derivative asset     (45 )                     (45 )
    Tax impact of unrealized gain (loss) on derivative asset     12                       12  
    Unrealized gain (loss) on other investments                     820       820  
    Tax impact of unrealized gain (loss) on other investments                     (172 )     (172 )
    Third quarter 2025 GAAP earnings   $ 86,671     $ 28,857     $ 29,996     $ 4,997     $ (703 )   $ 149,818  
                             
    * Amounts do not reflect intercompany eliminations.
    ** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
    *** Downstream margin defined as operating revenues less purchased gas expense.
    NATIONAL FUEL GAS COMPANY
    RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
    QUARTER ENDED JUNE 30, 2025
    (Unaudited)
                             
        Upstream   Midstream   Downstream        
                             
        Exploration &   Pipeline &           Corporate /    
        Production   Storage   Gathering   Utility   All Other   Consolidated*
                             
    Third quarter 2024 GAAP earnings per share   $ (1.22 )   $ 0.33     $ 0.27     $ 0.03     $     $ (0.59 )
    Items impacting comparability:                        
    Impairment of assets, net of tax     1.58                       1.58  
    Unrealized (gain) loss on derivative asset, net of tax     0.01                       0.01  
    Unrealized (gain) loss on other investments, net of tax                            
    Rounding                     (0.01 )     (0.01 )
    Third quarter 2024 adjusted operating results per share     0.37       0.33       0.27       0.03       (0.01 )     0.99  
    Drivers of adjusted operating results**                        
    Upstream Revenues                        
    Higher (lower) natural gas production     0.30                       0.30  
    Higher (lower) realized natural gas prices, after hedging     0.42                       0.42  
    Midstream Revenues                        
    Higher (lower) operating revenues             0.07               0.07  
    Downstream Margins***                        
    Impact of usage and weather                 0.03           0.03  
    Impact of new rates in New York                 0.03           0.03  
    Regulatory revenue adjustments                 0.01           0.01  
    Operating Expenses                        
    Lower (higher) lease operating and transportation expenses     (0.06 )                     (0.06 )
    Lower (higher) operating expenses         (0.02 )         (0.02 )     (0.02 )     (0.06 )
    Lower (higher) property, franchise and other taxes     (0.02 )                     (0.02 )
    Lower (higher) depreciation / depletion             (0.01 )     (0.01 )         (0.02 )
    Other Income (Expense)                        
    Higher (lower) other income     (0.01 )     (0.01 )         0.03       0.01       0.02  
    (Higher) lower interest expense     0.01       0.01           (0.02 )     (0.02 )     (0.02 )
    Income Taxes                        
    Lower (higher) income tax expense / effective tax rate     (0.06 )                 (0.01 )     0.01       (0.06 )
                             
    All other / rounding           0.01             (0.02 )     0.02       0.01  
    Third quarter 2025 adjusted operating results per share     0.95       0.32       0.33       0.05       (0.01 )     1.64  
    Items impacting comparability:                        
    Unrealized gain (loss) on derivative asset, net of tax                            
    Unrealized gain (loss) on other investments, net of tax                     0.01       0.01  
    Rounding                     (0.01 )     (0.01 )
    Third quarter 2025 GAAP earnings per share   $ 0.95     $ 0.32     $ 0.33     $ 0.05     $ (0.01 )   $ 1.64  
                             
    * Amounts do not reflect intercompany eliminations.
    ** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
    *** Downstream margin defined as operating revenues less purchased gas expense.
    NATIONAL FUEL GAS COMPANY
    RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
    NINE MONTHS ENDED JUNE 30, 2025
    (Unaudited)
                             
        Upstream   Midstream   Downstream        
                             
        Exploration &   Pipeline &           Corporate /    
    (Thousands of Dollars)   Production   Storage   Gathering   Utility   All Other   Consolidated*
    Nine months ended June 30, 2024 GAAP earnings   $ 2,521     $ 85,482     $ 82,510     $ 73,848     $ 773     $ 245,134  
    Items impacting comparability:                        
    Impairment of assets     200,696                       200,696  
    Tax impact of impairment of assets     (55,686 )                     (55,686 )
    Unrealized (gain) loss on derivative asset     4,848                       4,848  
    Tax impact of unrealized (gain) loss on derivative asset     (1,330 )                     (1,330 )
    Unrealized (gain) loss on other investments                     (1,803 )     (1,803 )
    Tax impact of unrealized (gain) loss on other investments                     379       379  
    Nine months ended June 30, 2024 adjusted operating results     151,049       85,482       82,510       73,848       (651 )     392,238  
    Drivers of adjusted operating results**                        
    Upstream Revenues                        
    Higher (lower) natural gas production     28,414                       28,414  
    Higher (lower) realized natural gas prices, after hedging     70,158                       70,158  
    Midstream Revenues                        
    Higher (lower) operating revenues         12,241       5,793               18,034  
    Downstream Margins***                        
    Impact of usage and weather                 5,423           5,423  
    Impact of new rates in New York                 25,230           25,230  
    Higher (lower) other operating revenues                 (1,400 )         (1,400 )
    Operating Expenses                        
    Lower (higher) lease operating and transportation expenses     (5,810 )                     (5,810 )
    Lower (higher) operating expenses     (1,490 )     (3,790 )     (751 )     (6,700 )     (1,740 )     (14,471 )
    Lower (higher) property, franchise and other taxes     (2,381 )                     (2,381 )
    Lower (higher) depreciation / depletion     13,760           (2,684 )     (2,551 )         8,525  
    Other Income (Expense)                        
    Higher (lower) other income     (2,420 )     (1,840 )         14,888       3,653       14,281  
    (Higher) lower interest expense         838       (1,648 )     (5,686 )     (4,780 )     (11,276 )
    Income Taxes                        
    Lower (higher) income tax expense / effective tax rate     (7,902 )     (286 )     727       (2,318 )     755       (9,024 )
                             
    All other / rounding     555       374       234       306       67       1,536  
    Nine months ended June 30, 2025 adjusted operating results     243,933       93,019       84,181       101,040       (2,696 )     519,477  
    Items impacting comparability:                        
    Impairment of assets     (141,802 )                     (141,802 )
    Tax impact of impairment of assets     37,169                       37,169  
    Premiums paid on early redemption of debt     (1,430 )         (955 )             (2,385 )
    Tax impact of premiums paid on early redemption of debt     385           257               642  
    Unrealized gain (loss) on derivative asset     (729 )                     (729 )
    Tax impact of unrealized gain (loss) on derivative asset     196                       196  
    Unrealized gain (loss) on other investments                     (1,780 )     (1,780 )
    Tax impact of unrealized gain (loss) on other investments                     374       374  
    Nine months ended June 30, 2025 GAAP earnings   $ 137,722     $ 93,019     $ 83,483     $ 101,040     $ (4,102 )   $ 411,162  
                             
    * Amounts do not reflect intercompany eliminations.
    ** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
    *** Downstream margin defined as operating revenues less purchased gas expense.
    NATIONAL FUEL GAS COMPANY
    RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
    NINE MONTHS ENDED JUNE 30, 2025
    (Unaudited)
                             
        Upstream   Midstream   Downstream        
                             
        Exploration &   Pipeline &           Corporate /    
        Production   Storage   Gathering   Utility   All Other   Consolidated*
    Nine months ended June 30, 2024 GAAP earnings per share   $ 0.03     $ 0.92     $ 0.89     $ 0.80     $ 0.01     $ 2.65  
    Items impacting comparability:                        
    Impairment of assets, net of tax     1.57                       1.57  
    Unrealized (gain) loss on derivative asset, net of tax     0.04                       0.04  
    Unrealized (gain) loss on other investments, net of tax                     (0.02 )     (0.02 )
    Rounding     (0.01 )                 0.01        
    Nine months ended June 30, 2024 adjusted operating results per share     1.63       0.92       0.89       0.80             4.24  
    Drivers of adjusted operating results**                        
    Upstream Revenues                        
    Higher (lower) natural gas production     0.31                       0.31  
    Higher (lower) realized natural gas prices, after hedging     0.77                       0.77  
    Midstream Revenues                        
    Higher (lower) operating revenues         0.13       0.06               0.19  
    Downstream Margins***                        
    Impact of usage and weather                 0.06           0.06  
    Impact of new rates in New York                 0.28           0.28  
    Higher (lower) other operating revenues                 0.01           0.01  
    Operating Expenses                        
    Lower (higher) lease operating and transportation expenses     (0.06 )                     (0.06 )
    Lower (higher) operating expenses     (0.02 )     (0.04 )     (0.01 )     (0.07 )     (0.02 )     (0.16 )
    Lower (higher) property, franchise and other taxes     (0.03 )                     (0.03 )
    Lower (higher) depreciation / depletion     0.15           (0.03 )     (0.03 )         0.09  
    Other Income (Expense)                        
    Higher (lower) other income     (0.03 )     (0.02 )         0.16       0.04       0.15  
    (Higher) lower interest expense         0.01       (0.02 )     (0.06 )     (0.05 )     (0.12 )
    Income Taxes                        
    Lower (higher) income tax expense / effective tax rate     (0.09 )           0.01       (0.03 )     0.01       (0.10 )
                             
    Impact of reduction in shares     0.03       0.01       0.01       0.01             0.06  
    All other / rounding     0.01       0.01       0.01       (0.02 )     (0.01 )      
    Nine months ended June 30, 2025 adjusted operating results per share     2.67       1.02       0.92       1.11       (0.03 )     5.69  
    Items impacting comparability:                        
    Impairment of assets, net of tax     (1.14 )                     (1.14 )
    Premiums paid on early redemption of debt, net of tax     (0.01 )         (0.01 )             (0.02 )
    Unrealized gain (loss) on derivative asset, net of tax     (0.01 )                     (0.01 )
    Unrealized gain (loss) on other investments, net of tax                     (0.02 )     (0.02 )
    Rounding                     0.01       0.01  
    Nine months ended June 30, 2025 GAAP earnings per share   $ 1.51     $ 1.02     $ 0.91     $ 1.11     $ (0.04 )   $ 4.51  
                             
    * Amounts do not reflect intercompany eliminations.
    ** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
    *** Downstream margin defined as operating revenues less purchased gas expense.
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
                     
    (Thousands of Dollars, except per share amounts)                
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
        (Unaudited)   (Unaudited)
    SUMMARY OF OPERATIONS     2025       2024       2025       2024  
    Operating Revenues:                
    Utility Revenues   $ 157,446     $ 124,858     $ 729,445     $ 616,977  
    Exploration and Production and Other Revenues     303,883       220,905       864,701       739,537  
    Pipeline and Storage and Gathering Revenues     70,501       71,679       217,116       216,228  
          531,830       417,442       1,811,262       1,572,742  
    Operating Expenses:                
    Purchased Gas     27,986       4,952       228,661       167,444  
    Operation and Maintenance:                
    Utility     56,053       53,412       174,744       166,405  
    Exploration and Production and Other     35,272       35,148       103,874       102,768  
    Pipeline and Storage and Gathering     41,679       40,019       119,982       114,321  
    Property, Franchise and Other Taxes     24,180       21,201       71,450       66,635  
    Depreciation, Depletion and Amortization     116,408       113,454       337,055       348,179  
    Impairment of Assets           200,696       141,802       200,696  
          301,578       468,882       1,177,568       1,166,448  
                     
    Operating Income (Loss)     230,252       (51,440 )     633,694       406,294  
                     
    Other Income (Expense):                
    Other Income (Deductions)     8,534       3,188       31,486       12,989  
    Interest Expense on Long-Term Debt     (34,333 )     (32,876 )     (107,356 )     (89,791 )
    Other Interest Expense     (3,556 )     (1,341 )     (13,033 )     (14,250 )
                     
    Income (Loss) Before Income Taxes     200,897       (82,469 )     544,791       315,242  
                     
    Income Tax Expense (Benefit)     51,079       (28,311 )     133,629       70,108  
                     
    Net Income (Loss) Available for Common Stock   $ 149,818     $ (54,158 )   $ 411,162     $ 245,134  
                     
    Earnings (Loss) Per Common Share                
    Basic   $ 1.66     $ (0.59 )   $ 4.54     $ 2.67  
    Diluted   $ 1.64     $ (0.59 )   $ 4.51     $ 2.65  
                     
    Weighted Average Common Shares:                
    Used in Basic Calculation     90,358,018       91,874,049       90,546,228       91,966,034  
    Used in Diluted Calculation     91,139,556       91,874,049       91,247,547       92,467,787  
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    (Unaudited)
         
        June 30,   September 30,
    (Thousands of Dollars)     2025       2024  
    ASSETS        
    Property, Plant and Equipment   $ 15,044,963     $ 14,524,798  
    Less – Accumulated Depreciation, Depletion and Amortization     7,588,956       7,185,593  
    Net Property, Plant and Equipment     7,456,007       7,339,205  
    Current Assets:        
    Cash and Temporary Cash Investments     39,317       38,222  
    Receivables – Net     222,515       127,222  
    Unbilled Revenue     15,347       15,521  
    Gas Stored Underground     12,810       35,055  
    Materials and Supplies – at average cost     51,022       47,670  
    Unrecovered Purchased Gas Costs     2,903        
    Other Current Assets     64,241       92,229  
    Total Current Assets     408,155       355,919  
    Other Assets:        
    Recoverable Future Taxes     90,493       80,084  
    Unamortized Debt Expense     6,701       5,604  
    Other Regulatory Assets     124,300       108,022  
    Deferred Charges     71,426       69,662  
    Other Investments     73,764       81,705  
    Goodwill     5,476       5,476  
    Prepaid Pension and Post-Retirement Benefit Costs     199,286       180,230  
    Fair Value of Derivative Financial Instruments     2,394       87,905  
    Other     8,158       5,958  
    Total Other Assets     581,998       624,646  
    Total Assets   $ 8,446,160     $ 8,319,770  
    CAPITALIZATION AND LIABILITIES        
    Capitalization:        
    Comprehensive Shareholders’ Equity        
    Common Stock, $1 Par Value Authorized – 200,000,000 Shares; Issued and        
    Outstanding – 90,355,956 Shares and 91,005,993 Shares, Respectively   $ 90,356     $ 91,006  
    Paid in Capital     1,047,406       1,045,487  
    Earnings Reinvested in the Business     1,953,533       1,727,326  
    Accumulated Other Comprehensive Loss     (115,807 )     (15,476 )
    Total Comprehensive Shareholders’ Equity     2,975,488       2,848,343  
    Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs     2,381,852       2,188,243  
    Total Capitalization     5,357,340       5,036,586  
    Current and Accrued Liabilities:        
    Notes Payable to Banks and Commercial Paper     61,500       90,700  
    Current Portion of Long-Term Debt     300,000       500,000  
    Accounts Payable     123,131       165,068  
    Amounts Payable to Customers     24,275       42,720  
    Dividends Payable     48,340       46,872  
    Interest Payable on Long-Term Debt     39,060       27,247  
    Customer Advances           19,373  
    Customer Security Deposits     28,739       36,265  
    Other Accruals and Current Liabilities     207,179       162,903  
    Fair Value of Derivative Financial Instruments     57,673       4,744  
    Total Current and Accrued Liabilities     889,897       1,095,892  
    Other Liabilities:        
    Deferred Income Taxes     1,153,427       1,111,165  
    Taxes Refundable to Customers     297,602       305,645  
    Cost of Removal Regulatory Liability     302,932       292,477  
    Other Regulatory Liabilities     137,025       151,452  
    Other Post-Retirement Liabilities     3,393       3,511  
    Asset Retirement Obligations     188,305       203,006  
    Other Liabilities     116,239       120,036  
    Total Other Liabilities     2,198,923       2,187,292  
    Commitments and Contingencies            
    Total Capitalization and Liabilities   $ 8,446,160     $ 8,319,770  
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
     
        Nine Months Ended
        June 30,
    (Thousands of Dollars)     2025       2024  
             
    Operating Activities:        
    Net Income Available for Common Stock   $ 411,162     $ 245,134  
    Adjustments to Reconcile Net Income to Net Cash        
    Provided by Operating Activities:        
    Impairment of Assets     141,802       200,696  
    Depreciation, Depletion and Amortization     337,055       348,179  
    Deferred Income Taxes     60,754       47,212  
    Premiums Paid on Early Redemption of Debt     2,385        
    Stock-Based Compensation     15,721       15,984  
    Other     19,296       18,542  
    Change in:        
    Receivables and Unbilled Revenue     (95,254 )     5,253  
    Gas Stored Underground and Materials and Supplies     18,803       18,981  
    Unrecovered Purchased Gas Costs     (2,903 )      
    Other Current Assets     28,038       17,431  
    Accounts Payable     1,744       (13,705 )
    Amounts Payable to Customers     (18,445 )     3,550  
    Customer Advances     (19,373 )     (21,003 )
    Customer Security Deposits     (7,526 )     7,910  
    Other Accruals and Current Liabilities     44,283       23,846  
    Other Assets     (35,348 )     (35,346 )
    Other Liabilities     (39,918 )     (14,649 )
    Net Cash Provided by Operating Activities   $ 862,276     $ 868,015  
             
    Investing Activities:        
    Capital Expenditures   $ (627,316 )   $ (684,200 )
    Other     9,352       (1,371 )
    Net Cash Used in Investing Activities   $ (617,964 )   $ (685,571 )
             
    Financing Activities:        
    Changes in Notes Payable to Banks and Commercial Paper     (29,200 )     (287,500 )
    Shares Repurchased Under Repurchase Plan     (54,430 )     (27,847 )
    Reduction of Long-Term Debt     (1,004,086 )      
    Net Proceeds From Issuance of Long-Term Debt     988,731       299,396  
    Dividends Paid on Common Stock     (140,098 )     (136,610 )
    Net Repurchases of Common Stock Under Stock and Benefit Plans     (4,134 )     (3,916 )
    Net Cash Used in Financing Activities   $ (243,217 )   $ (156,477 )
             
    Net Increase in Cash and Cash Equivalents     1,095       25,967  
    Cash and Cash Equivalents at Beginning of Period     38,222       55,447  
    Cash and Cash Equivalents at June 30   $ 39,317     $ 81,414  
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
                         
    SEGMENT OPERATING RESULTS AND STATISTICS
    (UNAUDITED)
                         
    UPSTREAM BUSINESS
                         
        Three Months Ended   Nine Months Ended
    (Thousands of Dollars, except per share amounts)   June 30,   June 30,
    EXPLORATION AND PRODUCTION SEGMENT     2025       2024     Variance     2025       2024     Variance
    Total Operating Revenues   $ 303,883     $ 220,905     $ 82,978     $ 864,701     $ 739,537     $ 125,164  
    Operating Expenses:                    
    Operation and Maintenance:                    
    General and Administrative Expense     18,602       18,213       389       56,776       53,170       3,606  
    Lease Operating and Transportation Expense     73,856       66,581       7,275       210,671       203,317       7,354  
    All Other Operation and Maintenance Expense     3,816       4,526       (710 )     10,994       12,714       (1,720 )
    Property, Franchise and Other Taxes     5,121       3,050       2,071       12,778       9,764       3,014  
    Depreciation, Depletion and Amortization     68,848       68,778       70       196,773       214,191       (17,418 )
    Impairment of Assets           200,696       (200,696 )     141,802       200,696       (58,894 )
          170,243       361,844       (191,601 )     629,794       693,852       (64,058 )
                         
    Operating Income (Loss)     133,640       (140,939 )     274,579       234,907       45,685       189,222  
                         
    Other Income (Expense):                    
    Non-Service Pension and Post-Retirement Benefit Credit     37       100       (63 )     111       301       (190 )
    Interest and Other Income (Deductions)     44       (488 )     532       416       (830 )     1,246  
    Interest Expense on Long-Term Debt                       (1,949 )           (1,949 )
    Other Interest Expense     (13,925 )     (14,670 )     745       (44,215 )     (45,046 )     831  
    Income (Loss) Before Income Taxes     119,796       (155,997 )     275,793       189,270       110       189,160  
    Income Tax Expense (Benefit)     33,125       (43,969 )     77,094       51,548       (2,411 )     53,959  
    Net Income (Loss)   $ 86,671     $ (112,028 )   $ 198,699     $ 137,722     $ 2,521     $ 135,201  
    Net Income (Loss) Per Share (Diluted)   $ 0.95     $ (1.22 )   $ 2.17     $ 1.51     $ 0.03     $ 1.48  
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
                         
    SEGMENT OPERATING RESULTS AND STATISTICS
    (UNAUDITED)
                         
    MIDSTREAM BUSINESSES
                         
        Three Months Ended   Nine Months Ended
    (Thousands of Dollars, except per share amounts)   June 30,   June 30,
    PIPELINE AND STORAGE SEGMENT     2025       2024     Variance     2025       2024     Variance
    Revenues from External Customers   $ 67,982     $ 68,035     $ (53 )   $ 207,916     $ 204,071     $ 3,845  
    Intersegment Revenues     37,597       37,384       213       113,849       103,781       10,068  
    Total Operating Revenues     105,579       105,419       160       321,765       307,852       13,913  
    Operating Expenses:                    
    Purchased Gas     (164 )     614       (778 )     (42 )     1,540       (1,582 )
    Operation and Maintenance     30,264       28,128       2,136       87,940       83,142       4,798  
    Property, Franchise and Other Taxes     8,460       8,456       4       25,727       25,776       (49 )
    Depreciation, Depletion and Amortization     18,601       18,453       148       55,733       56,157       (424 )
          57,161       55,651       1,510       169,358       166,615       2,743  
                         
    Operating Income     48,418       49,768       (1,350 )     152,407       141,237       11,170  
                         
    Other Income (Expense):                    
    Non-Service Pension and Post-Retirement Benefit Credit     952       1,257       (305 )     2,857       3,772       (915 )
    Interest and Other Income     1,111       2,362       (1,251 )     4,945       6,340       (1,395 )
    Interest Expense     (11,209 )     (11,855 )     646       (34,637 )     (35,698 )     1,061  
    Income Before Income Taxes     39,272       41,532       (2,260 )     125,572       115,651       9,921  
    Income Tax Expense     10,415       10,842       (427 )     32,553       30,169       2,384  
    Net Income   $ 28,857     $ 30,690     $ (1,833 )   $ 93,019     $ 85,482     $ 7,537  
    Net Income Per Share (Diluted)   $ 0.32     $ 0.33     $ (0.01 )   $ 1.02     $ 0.92     $ 0.10  
                         
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
    GATHERING SEGMENT     2025       2024     Variance     2025       2024     Variance
    Revenues from External Customers   $ 2,519     $ 3,644     $ (1,125 )   $ 9,200     $ 12,157     $ (2,957 )
    Intersegment Revenues     65,354       56,476       8,878       184,834       174,544       10,290  
    Total Operating Revenues     67,873       60,120       7,753       194,034       186,701       7,333  
    Operating Expenses:                    
    Operation and Maintenance     11,929       12,382       (453 )     33,633       32,682       951  
    Property, Franchise and Other Taxes     21       107       (86 )     (206 )     224       (430 )
    Depreciation, Depletion and Amortization     10,848       9,732       1,116       32,197       28,800       3,397  
          22,798       22,221       577       65,624       61,706       3,918  
                         
    Operating Income     45,075       37,899       7,176       128,410       124,995       3,415  
                         
    Other Income (Expense):                    
    Non-Service Pension and Post-Retirement Benefit Credit (Costs)     (1 )     9       (10 )     (1 )     28       (29 )
    Interest and Other Income           113       (113 )     152       257       (105 )
    Interest Expense on Long-Term Debt                       (1,334 )           (1,334 )
    Other Interest Expense     (3,870 )     (3,393 )     (477 )     (12,531 )     (10,824 )     (1,707 )
    Income Before Income Taxes     41,204       34,628       6,576       114,696       114,456       240  
    Income Tax Expense     11,208       9,649       1,559       31,213       31,946       (733 )
    Net Income   $ 29,996     $ 24,979     $ 5,017     $ 83,483     $ 82,510     $ 973  
    Net Income Per Share (Diluted)   $ 0.33     $ 0.27     $ 0.06     $ 0.91     $ 0.89     $ 0.02  
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
                         
    SEGMENT OPERATING RESULTS AND STATISTICS
    (UNAUDITED)
                         
    DOWNSTREAM BUSINESS
                         
        Three Months Ended   Nine Months Ended
    (Thousands of Dollars, except per share amounts)   June 30,   June 30,
    UTILITY SEGMENT     2025       2024     Variance     2025       2024     Variance
    Revenues from External Customers   $ 157,446     $ 124,858     $ 32,588     $ 729,445     $ 616,977     $ 112,468  
    Intersegment Revenues     77       86       (9 )     279       479       (200 )
    Total Operating Revenues     157,523       124,944       32,579       729,724       617,456       112,268  
    Operating Expenses:                    
    Purchased Gas     64,292       40,096       24,196       337,541       264,983       72,558  
    Operation and Maintenance     57,039       54,349       2,690       177,742       169,261       8,481  
    Property, Franchise and Other Taxes     10,449       9,452       997       32,761       30,471       2,290  
    Depreciation, Depletion and Amortization     17,945       16,373       1,572       51,908       48,678       3,230  
          149,725       120,270       29,455       599,952       513,393       86,559  
                         
    Operating Income     7,798       4,674       3,124       129,772       104,063       25,709  
                         
    Other Income (Expense):                    
    Non-Service Pension and Post-Retirement Benefit Credit     5,328       462       4,866       23,498       1,788       21,710  
    Interest and Other Income     628       1,485       (857 )     1,869       4,735       (2,866 )
    Interest Expense     (10,958 )     (8,417 )     (2,541 )     (32,601 )     (25,402 )     (7,199 )
    Income (Loss) Before Income Taxes     2,796       (1,796 )     4,592       122,538       85,184       37,354  
    Income Tax Expense (Benefit)     (2,201 )     (4,355 )     2,154       21,498       11,336       10,162  
    Net Income   $ 4,997     $ 2,559     $ 2,438     $ 101,040     $ 73,848     $ 27,192  
    Net Income Per Share (Diluted)   $ 0.05     $ 0.03     $ 0.02     $ 1.11     $ 0.80     $ 0.31  
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
                         
    SEGMENT OPERATING RESULTS AND STATISTICS
    (UNAUDITED)
                         
        Three Months Ended   Nine Months Ended
    (Thousands of Dollars, except per share amounts)   June 30,   June 30,
    ALL OTHER     2025       2024     Variance     2025       2024     Variance
    Total Operating Revenues   $     $     $     $     $     $  
    Operating Expenses:                    
    Operation and Maintenance                                    
                                         
                         
    Operating Income                                    
    Other Income (Expense):                    
    Interest and Other Income (Deductions)     (131 )     (65 )     (66 )     (489 )     (184 )     (305 )
    Interest Expense     (141 )     (97 )     (44 )     (389 )     (262 )     (127 )
    Loss before Income Taxes     (272 )     (162 )     (110 )     (878 )     (446 )     (432 )
    Income Tax Benefit     (63 )     (38 )     (25 )     (204 )     (105 )     (99 )
    Net Loss   $ (209 )   $ (124 )   $ (85 )   $ (674 )   $ (341 )   $ (333 )
    Net Loss Per Share (Diluted)   $     $     $     $ (0.01 )   $     $ (0.01 )
                 
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
    CORPORATE     2025       2024     Variance     2025       2024     Variance
    Revenues from External Customers   $     $     $     $     $     $  
    Intersegment Revenues     1,341       1,285       56       4,024       3,856       168  
    Total Operating Revenues     1,341       1,285       56       4,024       3,856       168  
    Operating Expenses:                    
    Operation and Maintenance     5,725       3,873       1,852       14,992       12,789       2,203  
    Property, Franchise and Other Taxes     129       136       (7 )     390       400       (10 )
    Depreciation, Depletion and Amortization     166       118       48       444       353       91  
          6,020       4,127       1,893       15,826       13,542       2,284  
                         
    Operating Loss     (4,679 )     (2,842 )     (1,837 )     (11,802 )     (9,686 )     (2,116 )
    Other Income (Expense):                    
    Non-Service Pension and Post-Retirement Benefit Costs     (212 )     (386 )     174       (635 )     (1,161 )     526  
    Interest and Other Income     41,073       39,025       2,048       123,918       120,288       3,630  
    Interest Expense on Long-Term Debt     (34,333 )     (32,876 )     (1,457 )     (104,073 )     (89,791 )     (14,282 )
    Other Interest Expense     (3,748 )     (3,595 )     (153 )     (13,815 )     (19,363 )     5,548  
    Income (Loss) before Income Taxes     (1,899 )     (674 )     (1,225 )     (6,407 )     287       (6,694 )
    Income Tax Benefit     (1,405 )     (440 )     (965 )     (2,979 )     (827 )     (2,152 )
    Net Income (Loss)   $ (494 )   $ (234 )   $ (260 )   $ (3,428 )   $ 1,114     $ (4,542 )
    Net Income (Loss) Per Share (Diluted)   $ (0.01 )   $     $ (0.01 )   $ (0.03 )   $ 0.01     $ (0.04 )
                         
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
    INTERSEGMENT ELIMINATIONS     2025       2024     Variance     2025       2024     Variance
    Intersegment Revenues   $ (104,369 )   $ (95,231 )   $ (9,138 )   $ (302,986 )   $ (282,660 )   $ (20,326 )
    Operating Expenses:                    
    Purchased Gas     (36,142 )     (35,758 )     (384 )     (108,838 )     (99,079 )     (9,759 )
    Operation and Maintenance     (68,227 )     (59,473 )     (8,754 )     (194,148 )     (183,581 )     (10,567 )
          (104,369 )     (95,231 )     (9,138 )     (302,986 )     (282,660 )     (20,326 )
    Operating Income                                    
    Other Income (Expense):                    
    Interest and Other Deductions     (40,295 )     (40,686 )     391       (125,155 )     (122,345 )     (2,810 )
    Interest Expense     40,295       40,686       (391 )     125,155       122,345       2,810  
    Net Income   $     $     $     $     $     $  
    Net Income Per Share (Diluted)   $     $     $     $     $     $  
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
                             
    SEGMENT INFORMATION (Continued)
    (Thousands of Dollars)
                             
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
        (Unaudited)   (Unaudited)
                Increase           Increase
          2025       2024     (Decrease)     2025       2024     (Decrease)
                             
    Capital Expenditures:                        
    Exploration and Production   $ 123,369   (1) $ 114,679   (3) $ 8,690     $ 354,355   (1)(2) $ 399,820   (3)(4) $ (45,465 )
    Pipeline and Storage     22,700   (1)   26,212   (3)   (3,512 )     58,117   (1)(2)   68,791   (3)(4)   (10,674 )
    Gathering     26,638   (1)   29,570   (3)   (2,932 )     58,164   (1)(2)   69,088   (3)(4)   (10,924 )
    Utility     50,025   (1)   49,257   (3)   768       128,322   (1)(2)   117,508   (3)(4)   10,814  
    Total Reportable Segments     222,732       219,718       3,014       598,958       655,207       (56,249 )
    All Other                                    
    Corporate     138       71       67       518       253       265  
    Eliminations                       (3,520 )           (3,520 )
    Total Capital Expenditures   $ 222,870     $ 219,789     $ 3,081     $ 595,956     $ 655,460     $ (59,504 )
    (1) Capital expenditures for the quarter and nine months ended June 30, 2025, include accounts payable and accrued liabilities related to capital expenditures of $61.5 million, $5.7 million, $11.6 million, and $9.8 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts have been excluded from the Consolidated Statement of Cash Flows at June 30, 2025, since they represent non-cash investing activities at that date.
    (2) Capital expenditures for the nine months ended June 30, 2025, exclude capital expenditures of $63.3 million, $14.4 million, $21.7 million and $20.6 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2024 and paid during the nine months ended June 30, 2025. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2024, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at June 30, 2025.
    (3) Capital expenditures for the quarter and nine months ended June 30, 2024, include accounts payable and accrued liabilities related to capital expenditures of $50.9 million, $7.0 million, $14.6 million, and $8.0 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were excluded from the Consolidated Statement of Cash Flows at June 30, 2024, since they represented non-cash investing activities at that date.
    (4) Capital expenditures for the nine months ended June 30, 2024, exclude capital expenditures of $43.2 million, $31.8 million, $20.6 million and $13.6 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2023 and paid during the nine months ended June 30, 2024. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2023, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at June 30, 2024.
    DEGREE DAYS                            
                          Percent Colder
                          (Warmer) Than:
    Three Months Ended June 30,   Normal   2025   2024   Normal (1)   Last Year (1)
    Buffalo, NY (2)   843     825     565     (2.1 )   46.0  
    Erie, PA   776     813     519     4.8     56.6  
                                 
    Nine Months Ended June 30,                            
    Buffalo, NY (2)   6,195     5,825     5,128     (6.0 )   13.6  
    Erie, PA   5,693     5,527     4,759     (2.9 )   16.1  
    (1) Percents compare actual 2025 degree days to normal degree days and actual 2025 degree days to actual 2024 degree days.
    (2) Normal degree days changed from NOAA 30-year degree days to NOAA 15-year degree days with the implementation of new base rates in New York effective October 2024.
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
                             
    EXPLORATION AND PRODUCTION INFORMATION
                             
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
                Increase           Increase
          2025       2024     (Decrease)     2025       2024     (Decrease)
                             
    Gas Production/Prices:                        
    Production (MMcf)                        
    Appalachia     111,588       96,504       15,084       314,819       300,144       14,675  
                             
    Average Prices (Per Mcf)                        
    Weighted Average   $ 2.69     $ 1.50     $ 1.19     $ 2.66     $ 1.93     $ 0.73  
    Weighted Average after Hedging   $ 2.71     $ 2.28     $ 0.43     $ 2.73     $ 2.45     $ 0.28  
                             
    Selected Operating Performance Statistics:                        
    General and Administrative Expense per Mcf (1)   $ 0.17     $ 0.19     $ (0.02 )   $ 0.18     $ 0.18     $  
    Lease Operating and Transportation Expense per Mcf (1)(2)   $ 0.66     $ 0.69     $ (0.03 )   $ 0.67     $ 0.68     $ (0.01 )
    Depreciation, Depletion and Amortization per Mcf (1)   $ 0.62     $ 0.71     $ (0.09 )   $ 0.63     $ 0.71     $ (0.08 )
    (1) Refer to page 15 for the General and Administrative Expense, Lease Operating and Transportation Expense and Depreciation, Depletion, and Amortization Expense for the Exploration and Production segment.
    (2) Amounts include transportation expense of $0.56 and $0.59 per Mcf for the three months ended June 30, 2025 and June 30, 2024, respectively. Amounts include transportation expense of $0.57 per Mcf for the nine months ended June 30, 2025 and June 30, 2024.
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
                                       
    Pipeline and Storage Throughput – (millions of cubic feet – MMcf)          
                                       
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
                    Increase               Increase
        2025   2024   (Decrease)   2025   2024   (Decrease)
    Firm Transportation – Affiliated   20,123     18,377     1,746     101,233     92,433     8,800  
    Firm Transportation – Non-Affiliated   158,910     150,133     8,777     515,411     498,435     16,976  
    Interruptible Transportation   149     118     31     665     1,508     (843 )
        179,182     168,628     10,554     617,309     592,376     24,933  
                                       
    Gathering Volume – (MMcf)                                  
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
                    Increase               Increase
        2025   2024   (Decrease)   2025   2024   (Decrease)
    Gathered Volume   133,271     118,445     14,826     384,003     367,832     16,171  
                                       
    Utility Throughput – (MMcf)                                  
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
                    Increase               Increase
        2025   2024   (Decrease)   2025   2024   (Decrease)
    Retail Sales:                                  
    Residential Sales   10,151     8,123     2,028     60,738     53,168     7,570  
    Commercial Sales   1,658     1,308     350     9,997     8,401     1,596  
    Industrial Sales   93     62     31     594     389     205  
        11,902     9,493     2,409     71,329     61,958     9,371  
    Transportation   13,853     12,819     1,034     55,881     52,984     2,897  
        25,755     22,312     3,443     127,210     114,942     12,268  


    NATIONAL FUEL GAS COMPANY

    AND SUBSIDIARIES
    NON-GAAP FINANCIAL MEASURES

    In addition to financial measures calculated in accordance with generally accepted accounting principles (GAAP), this press release contains information regarding adjusted operating results, adjusted EBITDA and free cash flow, which are non-GAAP financial measures. The Company believes that these non-GAAP financial measures are useful to investors because they provide an alternative method for assessing the Company’s ongoing operating results or liquidity and for comparing the Company’s financial performance to other companies. The Company’s management uses these non-GAAP financial measures for the same purpose, and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not meant to be a substitute for financial measures in accordance with GAAP.

    Management defines adjusted operating results as reported GAAP earnings before items impacting comparability. The following table reconciles National Fuel’s reported GAAP earnings to adjusted operating results for the three and nine months ended June 30, 2025 and 2024:

        Three Months Ended   Nine Months Ended
        June 30,   June 30,
    (in thousands except per share amounts)     2025       2024       2025       2024  
    Reported GAAP Earnings   $ 149,818     $ (54,158 )   $ 411,162     $ 245,134  
    Items impacting comparability:                
    Impairment of assets (E&P)           200,696       141,802       200,696  
    Tax impact of impairment of assets           (55,686 )     (37,169 )     (55,686 )
    Premiums paid on early redemption of debt (E&P / Midstream)                 2,385        
    Tax impact of premiums paid on early redemption of debt                 (642 )      
    Unrealized (gain) loss on derivative asset (E&P)     45       1,186       729       4,848  
    Tax impact of unrealized (gain) loss on derivative asset     (12 )     (325 )     (196 )     (1,330 )
    Unrealized (gain) loss on other investments (Corporate / All Other)     (820 )     15       1,780       (1,803 )
    Tax impact of unrealized (gain) loss on other investments     172       (3 )     (374 )     379  
    Adjusted Operating Results   $ 149,203     $ 91,725     $ 519,477     $ 392,238  
                     
    Reported GAAP Earnings Per Share   $ 1.64     $ (0.59 )   $ 4.51     $ 2.65  
    Items impacting comparability:                
    Impairment of assets, net of tax (E&P)           1.58       1.14       1.57  
    Premiums paid on early redemption of debt, net of tax (E&P / Midstream)                 0.02        
    Unrealized (gain) loss on derivative asset, net of tax (E&P)           0.01       0.01       0.04  
    Unrealized (gain) loss on other investments, net of tax (Corporate / All Other)     (0.01 )           0.02       (0.02 )
    Rounding     0.01       (0.01 )     (0.01 )      
    Adjusted Operating Results Per Share   $ 1.64     $ 0.99     $ 5.69     $ 4.24  

    Management defines adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability. The following tables reconcile National Fuel’s reported GAAP earnings to adjusted EBITDA for the three and nine months ended June 30, 2025 and 2024:

        Three Months Ended   Nine Months Ended
        June 30,   June 30,
    (in thousands)     2025       2024       2025       2024  
    Reported GAAP Earnings   $ 149,818     $ (54,158 )   $ 411,162     $ 245,134  
    Depreciation, Depletion and Amortization     116,408       113,454       337,055       348,179  
    Other (Income) Deductions     (8,534 )     (3,188 )     (31,486 )     (12,989 )
    Interest Expense     37,889       34,217       120,389       104,041  
    Income Taxes     51,079       (28,311 )     133,629       70,108  
    Impairment of Assets           200,696       141,802       200,696  
    Adjusted EBITDA   $ 346,660     $ 262,710     $ 1,112,551     $ 955,169  
                     
    Adjusted EBITDA by Segment                
    Pipeline and Storage Adjusted EBITDA   $ 67,019     $ 68,221     $ 208,140     $ 197,394  
    Gathering Adjusted EBITDA     55,923       47,631       160,607       153,795  
    Total Midstream Businesses Adjusted EBITDA     122,942       115,852       368,747       351,189  
    Exploration and Production Adjusted EBITDA     202,488       128,535       573,482       460,572  
    Utility Adjusted EBITDA     25,743       21,047       181,680       152,741  
    Corporate and All Other Adjusted EBITDA     (4,513 )     (2,724 )     (11,358 )     (9,333 )
    Total Adjusted EBITDA   $ 346,660     $ 262,710     $ 1,112,551     $ 955,169  
    NATIONAL FUEL GAS COMPANY
    AND SUBSIDIARIES
    NON-GAAP FINANCIAL MEASURES
    SEGMENT ADJUSTED EBITDA
        Three Months Ended   Nine Months Ended
        June 30,   June 30,
    (in thousands)     2025       2024       2025       2024  
    Exploration and Production Segment                
    Reported GAAP Earnings   $ 86,671     $ (112,028 )   $ 137,722     $ 2,521  
    Depreciation, Depletion and Amortization     68,848       68,778       196,773       214,191  
    Other (Income) Deductions     (81 )     388       (527 )     529  
    Interest Expense     13,925       14,670       46,164       45,046  
    Income Taxes     33,125       (43,969 )     51,548       (2,411 )
    Impairment of Assets           200,696       141,802       200,696  
    Adjusted EBITDA   $ 202,488     $ 128,535     $ 573,482     $ 460,572  
                     
    Pipeline and Storage Segment                
    Reported GAAP Earnings   $ 28,857     $ 30,690     $ 93,019     $ 85,482  
    Depreciation, Depletion and Amortization     18,601       18,453       55,733       56,157  
    Other (Income) Deductions     (2,063 )     (3,619 )     (7,802 )     (10,112 )
    Interest Expense     11,209       11,855       34,637       35,698  
    Income Taxes     10,415       10,842       32,553       30,169  
    Adjusted EBITDA   $ 67,019     $ 68,221     $ 208,140     $ 197,394  
                     
    Gathering Segment                
    Reported GAAP Earnings   $ 29,996     $ 24,979     $ 83,483     $ 82,510  
    Depreciation, Depletion and Amortization     10,848       9,732       32,197       28,800  
    Other (Income) Deductions     1       (122 )     (151 )     (285 )
    Interest Expense     3,870       3,393       13,865       10,824  
    Income Taxes     11,208       9,649       31,213       31,946  
    Adjusted EBITDA   $ 55,923     $ 47,631     $ 160,607     $ 153,795  
                     
    Utility Segment                
    Reported GAAP Earnings   $ 4,997     $ 2,559     $ 101,040     $ 73,848  
    Depreciation, Depletion and Amortization     17,945       16,373       51,908       48,678  
    Other (Income) Deductions     (5,956 )     (1,947 )     (25,367 )     (6,523 )
    Interest Expense     10,958       8,417       32,601       25,402  
    Income Taxes     (2,201 )     (4,355 )     21,498       11,336  
    Adjusted EBITDA   $ 25,743     $ 21,047     $ 181,680     $ 152,741  
                     
    Corporate and All Other                
    Reported GAAP Earnings   $ (703 )   $ (358 )   $ (4,102 )   $ 773  
    Depreciation, Depletion and Amortization     166       118       444       353  
    Other (Income) Deductions     (435 )     2,112       2,361       3,402  
    Interest Expense     (2,073 )     (4,118 )     (6,878 )     (12,929 )
    Income Taxes     (1,468 )     (478 )     (3,183 )     (932 )
    Adjusted EBITDA   $ (4,513 )   $ (2,724 )   $ (11,358 )   $ (9,333 )

    Management defines free cash flow as net cash provided by operating activities, less net cash used in investing activities, adjusted for acquisitions and divestitures. The Company is unable to provide a reconciliation of any projected free cash flow measure to its comparable GAAP financial measure without unreasonable efforts. This is due to an inability to calculate the comparable GAAP projected metrics, including operating income and total production costs, given the unknown effect, timing, and potential significance of certain income statement items.

    The MIL Network

  • MIL-OSI: EZCORP Reports Third Quarter Fiscal 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    AUSTIN, Texas, July 30, 2025 (GLOBE NEWSWIRE) — EZCORP, Inc. (NASDAQ: EZPW), a leading provider of pawn transactions in the United States and Latin America, today announced results for its third quarter ended June 30, 2025.

    Unless otherwise noted, all amounts in this release are in conformity with U.S. generally accepted accounting principles (“GAAP”) and comparisons shown are to the same period in the prior year.

    THIRD QUARTER HIGHLIGHTS

    • Pawn loans outstanding (PLO) increased 11% to $291.6 million.
    • Net income increased 48% to $26.5 million. On an adjusted basis1, net income increased 46% to $25.2 million.
    • Diluted earnings per share increased 36% to $0.34. On an adjusted basis, diluted earnings per share increased 38% to $0.33.
    • Adjusted EBITDA increased 42% to $45.2 million.
    • Total revenues increased 11% to $311.0 million, while gross profit increased 10% to $183.6 million.
    • Grew our footprint by 52 stores, including 40 stores acquired in Mexico on June 17, 2025.

    CEO COMMENTARY AND OUTLOOK

    Lachie Given, Chief Executive Officer, stated, “This quarter showcased continued strong momentum in our business, disciplined execution from our team, and the scalability of our platform. We delivered record Q3 revenue and achieved all-time high PLO as demand remains strong for immediate cash solutions and secondhand goods. When combined with meaningful efficiency gains throughout the organization, we turned top-line momentum into exceptional earnings growth, as reflected by a 42% increase in adjusted EBITDA and 36% growth in diluted EPS.

    “During the quarter, we grew our footprint by 52 stores, including 49 in LatAm and 3 in the US, 1 of which is a luxury store in Miami Beach. We continue to focus on strategic expansion to scale our business, as well as exceptional operating performance across geographies. In the U.S., disciplined expense management and store level execution drove a 32% increase in segment contribution. In Latin America, we delivered over 30% growth in contribution on a constant currency basis, resulting from both organic growth and a partial quarter benefit from acquired stores.

    “Our recently strengthened balance sheet with $472 million in liquidity enables us to fund accelerated growth, organically and through strategic acquisitions. Our pipeline of M&A prospects is compelling, and we are ideally positioned to capitalize on attractive scale opportunities. Looking ahead, we remain highly focused on disciplined capital allocation, operational excellence, and delivering long-term value for our shareholders.”

    CONSOLIDATED RESULTS

    Three Months Ended June 30 As Reported   Adjusted1
    in millions, except per share amounts   2025     2024     2025     2024
                   
    Total revenues $ 311.0   $ 281.4   $ 319.9   $ 281.4
    Gross profit $ 183.6   $ 166.7   $ 188.4   $ 166.7
    Income before tax $ 34.7   $ 23.0   $ 34.0   $ 22.9
    Net income $ 26.5   $ 18.0   $ 25.2   $ 17.2
    Diluted earnings per share $ 0.34   $ 0.25   $ 0.33   $ 0.24
    EBITDA (non-GAAP measure) $ 45.7   $ 31.8   $ 45.2   $ 31.7
                           
    • PLO increased 11% to $291.6 million, up $29.9 million. On a same-store2 basis, PLO increased 9% due to increase in average loan size, continued strong pawn demand and improved operational performance.
    • Total revenues increased 11% and gross profit increased 10%, reflecting improved pawn service charge (PSC) revenues due to higher average PLO.
    • PSC increased 7% as a result of higher average PLO.
    • Merchandise sales gross margin remained consistent at 36%. Aged general merchandise improved to 2.3% of total general merchandise inventory, down 83 basis points.
    • Net inventory increased 31%, as a result of an increase in PLO, layaways and purchases and a decrease in inventory turnover to 2.4x, from 2.7x.
    • Store expenses increased 2% and 1% on a same-store basis.
    • General and administrative expenses increased 9% primarily due to labor, with approximately 50% due to long term incentive compensation.
    • Income before taxes was $34.7 million, up 51% from $23.0 million, and adjusted EBITDA increased 42% to $45.2 million.
    • Diluted earnings per share increased 36% to $0.34. On an adjusted basis, diluted earnings per share increased 38% to $0.33.
    • Cash and cash equivalents at the end of the quarter was $472.1 million, up from $170.5 million as of September 30, 2024. The increase was due primarily to $300.0 million (less issuance costs) from the issuance of the Senior Notes due 2032 offset by an increase in earning assets.

    SEGMENT RESULTS

    U.S. Pawn

    • PLO ended the quarter at $221.1 million, an increase of 11% on a total and same-store basis due to increase in average loan size, strong loan demand and improved operational performance.
    • Total revenues increased 11% and gross profit increased 12%, driven by increased PSC, merchandise sales and scrap sales.
    • PSC increased 8% as a result of higher average PLO, partially offset by lower PLO yield.
    • Merchandise sales increased 4%, on a total and same-store basis, and sales gross margin increased by 80 bps to 38.5%. Aged general merchandise decreased by 260 basis points to 2.5%, or $1.2 million of total general merchandise inventory. Excluding our Max Pawn luxury stores, aged general merchandise was 1.8%.
    • Net inventory increased 36% due to increase in PLO, layaways and purchases and a decrease in inventory turnover to 2.1x, from 2.6x.
    • Store expenses increased 3% on a total and same-store basis.
    • Segment contribution increased 32% to $47.6 million.
    • Segment store count increased by 3 to 545, due to acquisitions, including 1 luxury store in Miami Beach.

    Latin America Pawn

    • PLO improved to $70.6 million, an increase of 13% (16% on constant currency basis). On a same-store basis, PLO increased 2% (4% increase on a constant currency basis). The difference is driven primarily by our recent acquisition.
    • Total revenues increased 11% (21% on constant currency basis), and gross profit increased 6% (16% on a constant currency basis), primarily due to increased merchandise sales and pawn service charges.
    • PSC increased to $31.4 million, an increase of 3% (13% on a constant currency basis) as a result of higher average PLO.
    • Merchandise sales increased 12% (23% on constant currency basis) and increased 8% on a same-store basis (19% increase on a constant currency basis). Merchandise sales gross margin decreased to 31% from 32%. Aged general merchandise increased to 2.2% from 0.9% of total general merchandise inventory.
    • Net inventory increased 18% (21% on a constant currency basis) due to an increase in PLO and decrease in inventory turnover to 3.0x, from 3.1x. On a same-store basis, net inventory increased by 10% (13% on a constant currency basis). The difference is driven primarily by our recent acquisition.
    • Store expenses increased 1% (12% increase on a constant currency basis) and decreased 3% on a same-store basis (7% increase on a constant currency basis). The constant currency increase was due primarily to increased labor, in line with store activity and minimum wage increases.
    • Segment contribution increased 20% to $12.4 million (30% on a constant currency basis to $13.5 million).
    • Segment store count increased by 49 to 791, primarily due to the acquisition of 40 stores, the addition of 10 de novo stores and the consolidation of 1 store.

    FORM 10-Q

    EZCORP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 has been filed with the Securities and Exchange Commission. The report is available in the Investor Relations section of the Company’s website at http://investors.ezcorp.com. EZCORP shareholders may obtain a paper copy of the report, free of charge, by sending a request to the investor relations contact below.

    CONFERENCE CALL

    EZCORP will host a conference call on Thursday, July 31, 2025, at 8:00 am Central Time to discuss Third Quarter Fiscal 2025 results. Analysts and institutional investors may participate on the conference call by registering online at https://register-conf.media-server.com/register/BI4f3cd4b3bf1d44a198c59f67b0acdc6f. Once registered you will receive the dial-in details with a unique PIN to join the call. The conference call will be webcast simultaneously to the public through this link: https://edge.media-server.com/mmc/p/hqptihjy. A replay of the conference call will be available online at http://investors.ezcorp.com shortly after the end of the call. 

    ABOUT EZCORP

    Formed in 1989, EZCORP has grown into a leading provider of pawn transactions in the United States and Latin America. We also sell pre-owned and recycled merchandise, primarily collateral forfeited from pawn lending operations and merchandise purchased from customers. We are dedicated to satisfying the short-term cash needs of consumers who are both cash and credit constrained, focusing on an industry-leading customer experience. EZCORP is traded on NASDAQ under the symbol EZPW and is a member of the S&P 1000 Index and Nasdaq Composite Index. 

    Follow us on social media:

    Facebook EZPAWN Official https://www.facebook.com/EZPAWN/ 

    EZCORP Instagram Official https://www.instagram.com/ezcorp_official/ 

    EZPAWN Instagram Official https://www.instagram.com/ezpawnofficial/ 

    EZCORP LinkedIn https://www.linkedin.com/company/ezcorp/ 

    FORWARD LOOKING STATEMENTS

    This announcement contains certain forward-looking statements regarding the Company’s strategy, initiatives and expected performance. These statements are based on the Company’s current expectations as to the outcome and timing of future events. All statements, other than statements of historical facts, including all statements regarding the Company’s strategy, initiatives and future performance, that address activities or results that the Company plans, expects, believes, projects, estimates or anticipates, will, should or may occur in the future, including future financial or operating results, are forward-looking statements. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of uncertainties and other factors, including operating risks, liquidity risks, legislative or regulatory developments, market factors, current or future litigation and risks associated with the COVID-19 pandemic. For a discussion of these and other factors affecting the Company’s business and prospects, see the Company’s annual, quarterly and other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

    Contact:
    Email: Investor_Relations@ezcorp.com 
    Phone: (512) 314-2220

    EZCORP, Inc.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
           
      Three Months Ended
    June 30,
      Nine Months Ended
    June 30,
    (in thousands, except per share amounts)   2025       2024       2025       2024  
    Revenues:              
    Merchandise sales $ 168,624     $ 158,140     $ 524,434     $ 502,230  
    Jewelry scrapping sales   26,970       15,395       64,640       43,191  
    Pawn service charges   115,339       107,830       348,262       321,442  
    Other revenues   48       56       131       188  
    Total revenues   310,981       281,421       937,467       867,051  
    Merchandise cost of goods sold   108,226       101,211       341,605       322,680  
    Jewelry scrapping cost of goods sold   19,116       13,483       48,367       37,479  
    Gross profit   183,639       166,727       547,495       506,892  
    Operating expenses:              
    Store expenses   119,123       116,335       352,101       341,472  
    General and administrative   21,780       20,060       60,089       54,869  
    Depreciation and amortization   8,003       8,158       24,358       24,942  
    Loss (gain) on sale or disposal of assets and other         20       25       (149 )
    Other operating income   (1,262 )           (1,262 )     (765 )
    Total operating expenses   147,644       144,573       435,311       420,369  
    Operating income   35,995       22,154       112,184       86,523  
    Interest expense   8,458       3,539       14,886       10,381  
    Interest income   (5,440 )     (2,931 )     (9,408 )     (8,452 )
    Equity in net income of unconsolidated affiliates   (1,200 )     (1,263 )     (4,180 )     (4,135 )
    Other (income) expense   (536 )     (191 )     377       (627 )
    Income before income taxes   34,713       23,000       110,509       89,356  
    Income tax expense   8,210       5,050       27,600       21,457  
    Net income $ 26,503     $ 17,950     $ 82,909     $ 67,899  
                   
    Basic earnings per share $ 0.45     $ 0.33     $ 1.47     $ 1.23  
    Diluted earnings per share $ 0.34     $ 0.25     $ 1.08     $ 0.89  
                   
    Weighted-average basic shares outstanding   59,134       54,898       56,308       55,022  
    Weighted-average diluted shares outstanding   82,918       83,008       83,144       84,309  
                                   
    EZCORP, Inc.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
               
    (in thousands, except share and per share amounts) June 30,
    2025
      June 30,
    2024
      September 30,
    2024
               
    Assets:          
    Current assets:          
    Cash and cash equivalents $ 472,088     $ 218,038     $ 170,513  
    Short-term restricted cash   9,609       9,204       9,294  
    Pawn loans   291,634       261,720       274,084  
    Pawn service charges receivable, net   45,410       40,638       44,013  
    Inventory, net   225,489       171,937       191,923  
    Prepaid expenses and other current assets   43,417       40,391       39,171  
    Total current assets   1,087,647       741,928       728,998  
    Investments in unconsolidated affiliates   13,753       12,297       13,329  
    Other investments   51,903       51,220       51,900  
    Property and equipment, net   67,439       59,926       65,973  
    Right-of-use assets, net   236,064       235,030       226,602  
    Long-term restricted cash   5,380              
    Goodwill   321,907       308,847       306,478  
    Intangible assets, net   57,960       60,164       58,451  
    Deferred tax asset, net   25,841       25,245       25,362  
    Other assets, net   15,174       15,506       16,144  
    Total assets $ 1,883,068     $ 1,510,163     $ 1,493,237  
               
    Liabilities and equity:          
    Current liabilities:          
    Current maturities of long-term debt, net $     $ 137,326     $ 103,072  
    Accounts payable, accrued expenses and other current liabilities   78,756       69,742       85,737  
    Customer layaway deposits   33,336       20,067       21,570  
    Operating lease liabilities, current   60,183       58,905       58,998  
    Total current liabilities   172,275       286,040       269,377  
    Long-term debt, net   517,601       223,998       224,256  
    Deferred tax liability, net   2,017       416       2,080  
    Operating lease liabilities   184,295       188,996       180,616  
    Other long-term liabilities   16,822       9,258       12,337  
    Total liabilities   893,010       708,708       688,666  
    Commitments and contingencies          
    Stockholders’ equity:          
    Class A Non-voting Common Stock, par value $0.01 per share; shares authorized: 100 million; issued and outstanding: 57,992,965 as of June 30, 2025; 51,771,917 as of June 30, 2024; and 51,582,698 as of September 30, 2024   580       518       516  
    Class B Voting Common Stock, convertible, par value $0.01 per share; shares authorized: 3 million; issued and outstanding: 2,970,171   30       30       30  
    Additional paid-in capital   448,073       347,082       348,366  
    Retained earnings   586,549       493,830       507,206  
    Accumulated other comprehensive loss   (45,174 )     (40,005 )     (51,547 )
    Total equity   990,058       801,455       804,571  
    Total liabilities and equity $ 1,883,068     $ 1,510,163     $ 1,493,237  
                           
    EZCORP, Inc.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
       
      Nine Months Ended
    June 30,
    (in thousands)   2025       2024  
       
    Operating activities:      
    Net income $ 82,909     $ 67,899  
    Adjustments to reconcile net income to net cash provided by operating activities:      
    Depreciation and amortization   24,358       24,942  
    Amortization of deferred financing costs   1,238       1,212  
    Non-cash lease expense   43,889       43,999  
    Deferred income taxes   (542 )     438  
    Other adjustments   (1,877 )     69  
    Provision for inventory reserve   39       589  
    Stock compensation expense   9,213       7,945  
    Equity in net income from investment in unconsolidated affiliates   (4,180 )     (4,135 )
    Changes in operating assets and liabilities, net of business acquisitions:      
    Pawn service charges receivable   (364 )     (1,593 )
    Inventory   (9,205 )     (2,775 )
    Prepaid expenses, other current assets and other assets   (74 )     (3,625 )
    Accounts payable, accrued expenses and other liabilities   (58,023 )     (65,396 )
    Customer layaway deposits   11,276       1,055  
    Income taxes   (927 )     (360 )
    Net cash provided by operating activities   97,730       70,264  
    Investing activities:      
    Loans made   (738,670 )     (683,121 )
    Loans repaid   417,734       391,297  
    Recovery of pawn loan principal through sale of forfeited collateral   291,903       272,781  
    Capital expenditures, net   (23,051 )     (16,870 )
    Acquisitions, net of cash acquired   (17,093 )     (11,963 )
    Proceeds from note receivable   241       1,100  
    Investment in unconsolidated affiliate   (718 )     (993 )
    Investment in other investments         (15,000 )
    Dividends from unconsolidated affiliates   3,614       3,535  
    Net cash used in investing activities   (66,040 )     (59,234 )
    Financing activities:      
    Taxes paid related to net share settlement of equity awards   (3,971 )     (3,253 )
    Proceeds from borrowings   300,000        
    Debt issuance cost   (7,563 )      
    Payments on assumed debt   (6,410 )      
    Purchase and retirement of treasury stock   (6,000 )     (9,009 )
    Payments of finance leases   (450 )     (386 )
    Net cash provided by (used in) financing activities   275,606       (12,648 )
    Effect of exchange rate changes on cash and cash equivalents and restricted cash   (26 )     (108 )
    Net increase in cash, cash equivalents and restricted cash   307,270       (1,726 )
    Cash and cash equivalents and restricted cash at beginning of period   179,807       228,968  
    Cash and cash equivalents and restricted cash at end of period $ 487,077     $ 227,242  
           
    EZCORP, Inc.
    OPERATING SEGMENT RESULTS
     
      Three Months Ended June 30, 2025
    (Unaudited)
    (in thousands) U.S. Pawn   Latin America Pawn   Other Investments   Total Segments   Corporate Items   Consolidated
                           
    Revenues:                      
    Merchandise sales $ 112,249   $ 56,375     $     $ 168,624     $     $ 168,624  
    Jewelry scrapping sales   23,750     3,220             26,970             26,970  
    Pawn service charges   83,930     31,409             115,339             115,339  
    Other revenues   31     17             48             48  
    Total revenues   219,960     91,021             310,981             310,981  
    Merchandise cost of goods sold   69,084     39,142             108,226             108,226  
    Jewelry scrapping cost of goods sold   16,814     2,302             19,116             19,116  
    Gross profit   134,062     49,577             183,639             183,639  
    Segment and corporate expenses (income):                      
    Store expenses   83,778     35,345             119,123             119,123  
    General and administrative                         21,780       21,780  
    Depreciation and amortization   2,651     2,156             4,807       3,196       8,003  
    Other operating income                         (1,262 )     (1,262 )
    Interest expense       71             71       8,387       8,458  
    Interest income       (427 )     (604 )     (1,031 )     (4,409 )     (5,440 )
    Equity in net (income) loss of unconsolidated affiliates             (1,409 )     (1,409 )     209       (1,200 )
    Other expense (income)       (12 )           (12 )     (524 )     (536 )
    Segment contribution $ 47,633   $ 12,444     $ 2,013     $ 62,090          
    Income (loss) before income taxes             $ 62,090     $ (27,377 )   $ 34,713  
                                       

            

      Three Months Ended June 30, 2024
    (Unaudited)
    (in thousands) U.S. Pawn   Latin America Pawn   Other Investments   Total Segments   Corporate Items   Consolidated
                           
    Revenues:                      
    Merchandise sales $ 107,849     $ 50,291     $     $ 158,140     $     $ 158,140  
    Jewelry scrapping sales   13,757       1,638             15,395             15,395  
    Pawn service charges   77,416       30,414             107,830             107,830  
    Other revenues   28       28             56             56  
    Total revenues   199,050       82,371             281,421             281,421  
    Merchandise cost of goods sold   67,229       33,982             101,211             101,211  
    Jewelry scrapping cost of goods sold   11,887       1,596             13,483             13,483  
    Gross profit   119,934       46,793             166,727             166,727  
    Segment and corporate expenses (income):                      
    Store expenses   81,441       34,894             116,335             116,335  
    General and administrative                           20,060       20,060  
    Depreciation and amortization   2,408       2,090             4,498       3,660       8,158  
    (Gain) loss on sale or disposal of assets and other   (2 )     22             20             20  
    Interest expense                           3,539       3,539  
    Interest income         (370 )     (605 )     (975 )     (1,956 )     (2,931 )
    Equity in net (income) loss of unconsolidated affiliates               (1,406 )     (1,406 )     143       (1,263 )
    Other (income) expense         (184 )     12       (172 )     (19 )     (191 )
    Segment contribution $ 36,087     $ 10,341     $ 1,999     $ 48,427          
    Income (loss) before income taxes             $ 48,427     $ (25,427 )   $ 23,000  
                                       
      Nine Months Ended June 30, 2025
    (Unaudited)
    (in thousands) U.S. Pawn   Latin America Pawn   Other Investments   Total Segments   Corporate Items   Consolidated
                           
    Revenues:                      
    Merchandise sales $ 357,964     $ 166,470     $     $ 524,434     $     $ 524,434  
    Jewelry scrapping sales   56,146       8,494             64,640             64,640  
    Pawn service charges   259,354       88,908             348,262             348,262  
    Other revenues   82       49             131             131  
    Total revenues   673,546       263,921             937,467             937,467  
    Merchandise cost of goods sold   225,412       116,193             341,605             341,605  
    Jewelry scrapping cost of goods sold   42,017       6,350             48,367             48,367  
    Gross profit   406,117       141,378             547,495             547,495  
    Segment and corporate expenses (income):                      
    Store expenses   250,399       101,702             352,101             352,101  
    General and administrative                           60,089       60,089  
    Depreciation and amortization   8,050       6,191             14,241       10,117       24,358  
    Loss on sale or disposal of assets and other   17       8             25             25  
    Other operating income                           (1,262 )     (1,262 )
    Interest expense         71             71       14,815       14,886  
    Interest income         (966 )     (1,803 )     (2,769 )     (6,639 )     (9,408 )
    Equity in net (income) loss of unconsolidated affiliates               (4,898 )     (4,898 )     718       (4,180 )
    Other expense (income)   (7 )     (220 )           (227 )     604       377  
    Segment contribution   147,658       34,592     $ 6,701     $ 188,951          
    Income (loss) before income taxes             $ 188,951     $ (78,442 )   $ 110,509  
                                       
      Nine Months Ended June 30, 2024
    (Unaudited)
    (in thousands) U.S. Pawn   Latin America Pawn   Other Investments   Total Segments   Corporate Items   Consolidated
                           
    Revenues:                      
    Merchandise sales $ 348,211     $ 154,019     $     $ 502,230     $     $ 502,230  
    Jewelry scrapping sales   39,258       3,933             43,191             43,191  
    Pawn service charges   236,499       84,943             321,442             321,442  
    Other revenues   94       59       35       188             188  
    Total revenues   624,062       242,954       35       867,051             867,051  
    Merchandise cost of goods sold   218,736       103,944             322,680             322,680  
    Jewelry scrapping cost of goods sold   33,965       3,514             37,479             37,479  
    Gross profit   371,361       135,496       35       506,892             506,892  
    Segment and corporate expenses (income):                      
    Store expenses   239,536       101,936             341,472             341,472  
    General and administrative                           54,869       54,869  
    Depreciation and amortization   7,548       6,821             14,369       10,573       24,942  
    (Gain) loss on sale or disposal of assets and other   (6 )     (240 )           (246 )     97       (149 )
    Other operating income                           (765 )     (765 )
    Interest expense                           10,381       10,381  
    Interest income         (1,398 )     (1,811 )     (3,209 )     (5,243 )     (8,452 )
    Equity in net (income) loss of unconsolidated affiliates               (4,278 )     (4,278 )     143       (4,135 )
    Other (income) expense         (231 )     27       (204 )     (423 )     (627 )
    Segment contribution $ 124,283     $ 28,608     $ 6,097     $ 158,988          
    Income (loss) before income taxes             $ 158,988     $ (69,632 )   $ 89,356  
                                       
    EZCORP, Inc.
    STORE COUNT ACTIVITY
    (Unaudited)
     
      Three Months Ended June 30, 2025
      U.S. Pawn   Latin America Pawn   Consolidated
               
    As of March 31, 2025 542   742     1,284  
    New locations opened   10     10  
    Locations acquired 3   40     43  
    Locations combined or closed   (1 )   (1 )
    As of June 30, 2025 545   791     1,336  
                   
      Three Months Ended June 30, 2024
      U.S. Pawn   Latin America Pawn   Consolidated
               
    As of March 31, 2024 535   711   1,246
    New locations opened 1   6   7
    Locations acquired 5     5
    As of June 30, 2024 541   717   1,258
               
      Nine Months Ended June 30, 2025
      U.S. Pawn   Latin America Pawn   Consolidated
               
    As of September 30, 2024 542   737     1,279  
    New locations opened   23     23  
    Locations acquired 3   41     44  
    Locations combined or closed   (10 )   (10 )
    As of June 30, 2025 545   791     1,336  
                   
      Nine Months Ended June 30, 2024
      U.S. Pawn   Latin America Pawn   Consolidated
               
    As of September 30, 2023 529     702     1,231  
    New locations opened 1     20     21  
    Locations acquired 12         12  
    Locations combined or closed (1 )   (5 )   (6 )
    As of June 30, 2024 541     717     1,258  
                     

    Non-GAAP Financial Information (Unaudited)

    In addition to the financial information prepared in conformity with accounting U.S. generally accepted accounting principles (“GAAP”), we provide certain other non-GAAP financial information on a constant currency (“constant currency”) and adjusted basis. We use constant currency results to evaluate our Latin America Pawn operations, which are denominated primarily in Mexican pesos, Guatemalan quetzales and other Latin American currencies. We believe that presentation of constant currency and adjusted results is meaningful and useful in understanding the activities and business metrics of our operations and reflects an additional way of viewing aspects of our business that, when viewed with GAAP results, provides a more complete understanding of factors and trends affecting our business. We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. We use this non-GAAP financial information primarily to evaluate and compare operating results across accounting periods.

    Readers should consider the information in addition to, but not instead of or superior to, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

    Constant currency results reported herein are calculated by translating consolidated balance sheet and consolidated statement of operations items denominated in local currency to U.S. dollars using the exchange rate from the prior-year comparable period, as opposed to the current period, in order to exclude the effects of foreign currency rate fluctuations. In addition, we have an equity method investment that is denominated in Australian dollars and is translated into U.S. dollars. We used the end-of-period rate for balance sheet items and the average closing daily exchange rate on a monthly basis during the appropriate period for statement of operations items. The end-of-period and approximate average exchange rates for each applicable currency as compared to U.S. dollars as of and for the three and nine months ended June 30, 2025 and 2024 were as follows:

        June 30,   Three Months Ended
    June 30,
      Nine Months Ended
    June 30,
        2025   2024   2025   2024   2025   2024
                             
    Mexican peso   18.8   18.3   19.5   17.2   20.0   17.3
    Guatemalan quetzal   7.6   7.6   7.6   7.6   7.6   7.6
    Honduran lempira   25.8   24.3   25.7   24.3   25.2   24.3
    Australian dollar   1.5   1.5   1.6   1.5   1.6   1.5
                             

    Our statement of operations constant currency results reflect the monthly exchange rate fluctuations and so are not directly calculable from the above rates. Constant currency results, where presented, also exclude the foreign currency gain or loss.

    Miscellaneous Non-GAAP Financial Measures

      Three Months Ended
    June 30,
    (in millions)   2025       2024  
           
    Net income $ 26.5     $ 18.0  
    Interest expense   8.5       3.5  
    Interest income   (5.4 )     (2.9 )
    Income tax expense   8.2       5.0  
    Depreciation and amortization   8.0       8.2  
    EBITDA $ 45.7     $ 31.8  
                   
      Total Revenues   Gross Profit   Income Before Tax   Tax Effect   Net Income   Diluted EPS   EBITDA
                               
    2025 Q3 Reported $ 311.0   $ 183.6   $ 34.7     $ 8.2     $ 26.5     $ 0.34     $ 45.7  
    Corporate lease termination           (1.3 )     (0.3 )     (1.0 )     (0.01 )     (1.3 )
    FX impact           (0.2 )           (0.2 )           (0.2 )
    Non-recurring foreign tax expense                 0.8       (0.8 )     (0.01 )      
    Constant Currency   8.9     4.8     0.8       0.1       0.7       0.01       1.0  
    2025 Q3 Adjusted $ 319.9   $ 188.4   $ 34.0     $ 8.8     $ 25.2     $ 0.33     $ 45.2  
      Total Revenues   Gross Profit   Income Before Tax   Tax Effect   Net Income   Diluted EPS   EBITDA
                               
    2024 Q3 Reported $ 281.4   $ 166.7   $ 23.0     $ 5.0   $ 18.0     $ 0.25     $ 31.8  
    Non-recurring foreign tax expense                 0.7     (0.7 )     (0.01 )      
    FX impact           (0.1 )         (0.1 )           (0.1 )
    2024 Q3 Adjusted $ 281.4   $ 166.7   $ 22.9     $ 5.7   $ 17.2     $ 0.24     $ 31.7  
                                                     
      Three Months Ended
    June 30, 2025
      Nine Months Ended
    June 30, 2025
    (in millions) U.S. Dollar Amount   Percentage Change YOY   U.S. Dollar Amount   Percentage Change YOY
                   
    Consolidated revenues $ 311.0   11 %   $ 937.5   8 %
    Currency exchange rate fluctuations   8.9         30.9    
    Constant currency consolidated revenues $ 319.9   14 %   $ 968.4   12 %
                   
    Consolidated gross profit $ 183.6   10 %   $ 547.5   8 %
    Currency exchange rate fluctuations   4.8         16.1    
    Constant currency consolidated gross profit $ 188.4   13 %   $ 563.6   11 %
                   
    Consolidated net inventory $ 225.5   31 %   $ 225.5   31 %
    Currency exchange rate fluctuations   1.3         1.3    
    Constant currency consolidated net inventory $ 226.8   32 %   $ 226.8   32 %
                   
    Latin America Pawn gross profit $ 49.6   6 %   $ 141.4   4 %
    Currency exchange rate fluctuations   4.8         16.1    
    Constant currency Latin America Pawn gross profit $ 54.4   16 %   $ 157.5   16 %
                   
    Latin America Pawn PLO $ 70.6   13 %   $ 70.6   13 %
    Currency exchange rate fluctuations   1.5         1.5    
    Constant currency Latin America Pawn PLO $ 72.1   16 %   $ 72.1   16 %
                   
    Latin America Pawn PSC revenues $ 31.4   3 %   $ 88.9   5 %
    Currency exchange rate fluctuations   2.9         9.6    
    Constant currency Latin America Pawn PSC revenues $ 34.3   13 %   $ 98.5   16 %
                   
    Latin America Pawn merchandise sales $ 56.4   12 %   $ 166.5   8 %
    Currency exchange rate fluctuations   5.7         20.2    
    Constant currency Latin America Pawn merchandise sales $ 62.1   23 %   $ 186.7   21 %
                   
    Latin America Pawn segment profit before tax $ 12.4   20 %   $ 34.6   21 %
    Currency exchange rate fluctuations   1.1         3.0    
    Constant currency Latin America Pawn segment profit before tax $ 13.5   30 %   $ 37.6   32 %

    The MIL Network

  • MIL-OSI: CVR Energy Reports Second Quarter 2025 Results, Announces Leadership Transition Plans

    Source: GlobeNewswire (MIL-OSI)

    • Second quarter net loss attributable to CVR Energy stockholders of $114 million; EBITDA loss of $24 million; adjusted EBITDA of $99 million
    • Second quarter loss per diluted share of $1.14 and adjusted loss per diluted share of 23 cents
    • Prepaid $70 million and $20 million in principal of the Term Loan in June and July 2025, respectively
    • Mark Pytosh to assume role of President, Chief Executive Officer and Director on January 1, 2026, following Dave Lamp retirement; Brett Icahn appointed to the Board of Directors effective August 1, 2025
    • CVR Partners announced a cash distribution of $3.89 per common unit

    SUGAR LAND, Texas, July 30, 2025 (GLOBE NEWSWIRE) — CVR Energy, Inc. (NYSE: CVI, “CVR Energy” or the “Company”) today announced second quarter 2025 net loss attributable to CVR Energy stockholders of $114 million, or $1.14 per diluted share, compared to second quarter 2024 net income attributable to CVR Energy stockholders of $21 million, or 21 cents per diluted share. Adjusted loss for the second quarter of 2025 was 23 cents per diluted share, compared to adjusted earnings per diluted share of 9 cents in the second quarter of 2024. Net loss for the second quarter of 2025 was $90 million, compared to net income of $38 million in the second quarter of 2024. Second quarter 2025 EBITDA loss was $24 million, compared to second quarter 2024 EBITDA of $103 million. Adjusted EBITDA for the second quarter of 2025 was $99 million, compared to adjusted EBITDA of $87 million in the second quarter of 2024.

    “CVR Energy’s 2025 second quarter earnings results for its refining business were impacted by an $89 million unfavorable mark-to-market impact on its outstanding Renewable Fuel Standard obligation as well as reduced throughput volumes while we ran off intermediate inventory following the completion of the planned turnaround at the Coffeyville refinery,” said Dave Lamp, CVR Energy’s President and Chief Executive Officer.

    “CVR Partners achieved solid operating results for the second quarter of 2025, with a combined ammonia production rate of 91 percent,” Mr. Lamp said. “CVR Partners also was pleased to declare a second quarter 2025 cash distribution of $3.89 per common unit.”

    The Company also announced leadership transition plans following Mr. Lamp’s notice of his intent to retire as President and Chief Executive Officer effective December 31, 2025. Mark A. Pytosh, the Company’s Executive Vice President – Corporate Services who also serves as President, Chief Executive Officer and Director of the general partner of CVR Partners, LP (“CVR Partners”), is expected to assume the role of President, Chief Executive Officer and Director of CVR Energy while continuing to serve in those same roles for CVR Partners’ general partner. Mr. Lamp is expected to remain on the Company’s Board of Directors and the board of directors of CVR Partners’ general partner.

    “I would like to thank our employees, communities and stockholders for their support over the past several years. It has been a privilege to have worked closely with our strong management team to drive value throughout the organization, and I look forward to continuing to serve our companies as a member of the Board,” said Mr. Lamp. “Mark has been a strong leader for CVR Partners and for our midstream operations. We have worked closely together for many years, and I am confident he is the right person to build upon the foundations we have laid while driving CVR Energy and CVR Partners into the future.”

    Mr. Pytosh joined the general partner of CVR Partners as a Director in 2011 and became President and Chief Executive Officer in May 2014. In January 2018, Mr. Pytosh was appointed Executive Vice President – Corporate Services of the Company with executive responsibility over the Company’s midstream operations. Prior to joining CVR Partners, Mr. Pytosh held senior financial roles in energy, power, solid waste and investment banking. Mr. Pytosh is expected to remain President, Chief Executive Officer and Director of CVR Partners’ general partner.

    Mr. Pytosh commented, “Dave’s leadership, operating discipline and strong corporate values have inspired the Company. I look forward to building upon Dave’s incredible legacy while leveraging our operating platform and strong management team to position the Company for positive growth and maximizing value for all of our stockholders.”

    On July 28, 2025, the Board appointed Brett Icahn as a director effective August 1, 2025, increasing the Board size to nine members.

    Petroleum Segment

    The Petroleum Segment reported a second quarter 2025 net loss of $137 million and EBITDA loss of $84 million, compared to net income of $18 million and EBITDA of $56 million for the second quarter of 2024. Adjusted EBITDA for the Petroleum Segment was $38 million for the second quarter of 2025, compared to adjusted EBITDA of $37 million for the second quarter of 2024.

    Combined total throughput for the second quarter of 2025 was approximately 172,000 barrels per day (“bpd”) compared to approximately 186,000 bpd of combined total throughput for the second quarter of 2024. Throughput during the current quarter was lower primarily to allow processing of intermediate inventories built during the turnaround at the Coffeyville, Kansas, refinery which began in the first quarter of 2025 and was completed in April 2025.

    Refining margin for the second quarter of 2025 was $35 million, or $2.21 per total throughput barrel, compared to $185 million, or $10.94 per total throughput barrel, during the same period in 2024. Included in our second quarter 2025 refining margin were unfavorable mark-to-market impacts on our outstanding Renewable Fuel Standard (“RFS”) obligation of $89 million, unfavorable inventory valuation impacts of $31 million, and unfavorable unrealized derivative impacts of $2 million primarily related to Canadian crude oil positions. Excluding these items, adjusted refining margin for the second quarter of 2025 was $9.95 per barrel, compared to an adjusted refining margin per barrel of $9.81 for the second quarter of 2024. The increase in adjusted refining margin per barrel was primarily due to an increase in the Group 3 2-1-1 crack spread.

    Renewables Segment

    Effective beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and due to the prominence of the renewables business relative to the Company’s overall 2024 performance, we revised our reportable segments to reflect a new reportable segment: Renewables. The Renewables Segment includes the operations of the renewable diesel unit and renewable feedstock pretreater at the refinery in Wynnewood, Oklahoma.

    The Renewables Segment reported second quarter 2025 net loss of $11 million and EBITDA loss of $5 million, compared to net loss of $11 million and EBITDA loss of $5 million for the second quarter of 2024. Adjusted EBITDA loss for the Renewables Segment was $4 million for the second quarter of 2025, compared to adjusted EBITDA loss of $2 million for the second quarter of 2024.

    Total vegetable oil throughput for the second quarter of 2025 was approximately 155,000 gallons per day (“gpd”), compared to approximately 127,000 gpd for the second quarter of 2024.

    Renewables margin was $5 million, or $0.38 per vegetable oil throughput gallon, for the second quarter of 2025 compared to $5 million, or 43 cents per vegetable oil throughput gallon, for the second quarter of 2024. Factors contributing to our second quarter 2025 renewables margin were higher net sales of $13 million resulting from increased production and sales volumes, increased renewable diesel yield due to improved catalyst performance, and increased biomass-based diesel RIN and LCFS credit prices in the current period, partially offset by the loss of the BTC in the current period and a decrease in average CARB ULSD prices of 24 cents per gallon. Higher net sales were partially offset by higher cost of sales of $12 million due to an increase in throughput and production volumes.

    Nitrogen Fertilizer Segment

    The Nitrogen Fertilizer Segment reported net income of $39 million and EBITDA of $67 million on net sales of $169 million for the second quarter of 2025, compared to net income of $26 million and EBITDA of $54 million on net sales of $133 million for the second quarter of 2024.

    Production at CVR Partners, LP’s (“CVR Partners”) fertilizer facilities decreased compared to the second quarter of 2024, producing a combined 197,000 tons of ammonia during the second quarter of 2025, of which 54,000 net tons were available for sale while the rest was upgraded to other fertilizer products, including 321,000 tons of urea ammonia nitrate (“UAN”). During the second quarter of 2024, the fertilizer facilities produced a combined 221,000 tons of ammonia, of which 69,000 net tons were available for sale while the remainder was upgraded to other fertilizer products, including 337,000 tons of UAN.

    For the second quarter 2025, average realized gate prices for ammonia and UAN were up 14 percent and 18 percent, respectively, over the prior year to $593 and $317 per ton, respectively. Average realized gate prices for ammonia and UAN were $520 and $268 per ton, respectively, for the second quarter of 2024.

    Corporate and Other

    The Company reported an income tax benefit of $42 million, or 31.7 percent of loss before income taxes, for the three months ended June 30, 2025, compared to an income tax benefit of $26 million, or (219.7) percent of income before income taxes, for the three months ended June 30, 2024. The increase in income tax benefit was primarily due to a decrease in overall pretax earnings while the change in the effective tax rate was primarily due to changes in pretax earnings attributable to noncontrolling interest and the impact of federal and state tax credits and incentives in relation to overall pretax earnings.

    Cash, Debt and Dividend

    Consolidated cash and cash equivalents were $596 million at June 30, 2025, a decrease of $391 million from December 31, 2024. Consolidated total debt and finance lease obligations were $1.9 billion at June 30, 2025, including $570 million held by the Nitrogen Fertilizer Segment.

    On June 30, 2025, certain of the Company’s subsidiaries (the “Term Loan Borrowers”) prepaid $70 million in principal of the senior secured term loan facility (the “Term Loan”), in addition to required principal and interest payments as set forth in the Term Loan. As a result of this transaction, the Company recognized a $1 million loss on extinguishment of debt in the second quarter of 2025, related to the write-off of unamortized discount and deferred financing costs. Further, on July 25, 2025, the Term Loan Borrowers prepaid an additional $20 million in principal of the Term Loan, plus any accrued and unpaid interest to the redemption date.

    CVR Energy will not pay a cash dividend for the second quarter of 2025.

    Today, CVR Partners announced that the Board of Directors of its general partner declared a second quarter 2025 cash distribution of $3.89 per common unit, which will be paid on August 18, 2025, to common unitholders of record as of August 11, 2025.

    Second Quarter 2025 Earnings Conference Call

    CVR Energy previously announced that it will host its second quarter 2025 Earnings Conference Call on Thursday, July 31, at 1 p.m. Eastern. The Earnings Conference Call may also include discussion of Company developments, forward-looking information and other material information about business and financial matters.

    The second quarter 2025 Earnings Conference Call will be webcast live and can be accessed on the Investor Relations section of CVR Energy’s website at www.CVREnergy.com. For investors or analysts who want to participate during the call, the dial-in number is (877) 407-8291. The webcast will be archived and available for 14 days at https://edge.media-server.com/mmc/p/939p6amw. A repeat of the call also can be accessed for 14 days by dialing (877) 660-6853, conference ID 13754877.

    Forward-Looking Statements
    This news 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. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: continued safe and reliable operations; drivers of our results; EBITDA and Adjusted EBITDA; management changes; impacts of planned and unplanned downtime; timing of turnarounds and impacts thereof on our results; asset utilization, capture, production volume, throughput, product yield and crude oil gathering rates, including the factors impacting same; cash flow generation; operating income and net sales, including the factors impacting same; refining margin; crack spreads, including the drivers thereof; impact of costs to comply with the RFS and revaluation of our RFS liability; inventory levels and valuation impacts; derivative gains and losses and the drivers thereof; renewable feedstocks; production rates and operations capabilities of our renewable diesel unit, including the ability to return to hydrocarbon service; demand trends; RIN generation levels; benefits of our corporate transformation to segregate our renewables business; access to capital and new partnerships; RIN pricing, including its impact on performance and the Company’s ability to offset the impact thereof; LCFS credit and CARB ULSD pricing; carbon capture and decarbonization initiatives; demand for refined products; ammonia and UAN pricing; global fertilizer industry conditions; grain prices; crop inventory levels; crop and planting levels; production levels and utilization at our nitrogen fertilizer facilities; nitrogen fertilizer sales volumes; ability to and levels to which we upgrade ammonia to other fertilizer products, including UAN; income tax expense and benefits, including the drivers thereof; pretax earnings and our effective tax rate; the availability and impact of tax credits and incentives; use of proceeds under our debt instruments; debt levels; ability to paydown debt, make debt prepayments and terms associated therewith; cash and cash equivalent levels; dividends and distributions, including the timing, payment and amount (if any) thereof; direct operating expenses, capital expenditures, depreciation and amortization; turnaround expense; cash reserves; labor supply shortages, difficulties, disputes or strikes, including the impact thereof; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) the health and economic effects of any pandemic, demand for fossil fuels and price volatility of crude oil, other feedstocks and refined products; the ability of Company to pay cash dividends and of CVR Partners to make cash distributions; potential operating hazards; costs of compliance with existing or new laws and regulations and potential liabilities arising therefrom; impacts of the planting season on CVR Partners; our controlling shareholder’s intention regarding ownership of our common stock or CVR Partners’ common units; general economic and business conditions; political disturbances, geopolitical instability and tensions; existing and future laws, rulings, policies and regulations, including the reinterpretation or amplification thereof by regulators, and including but not limited to those relating to the environment, climate change, and/or the production, transportation, or storage of hazardous chemicals, materials, or substances, like ammonia; political uncertainty and impacts to the oil and gas industry and the United States economy generally as a result of actions taken by a new administration, including the imposition of tariffs or changes in climate or other energy laws, rules, regulations, or policies; impacts of plant outages; potential operating hazards from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters; and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. The terms of the employment agreement referenced herein are qualified in their entirety by the text of the agreement which will be duly disclosed in the Company’s upcoming filings with the Securities and Exchange Commission.

    About CVR Energy, Inc.
    Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the renewable fuels and petroleum refining and marketing business, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners. CVR Energy subsidiaries serve as the general partner and own approximately 37 percent of the common units of CVR Partners.

    Investors and others should note that CVR Energy may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investor Relations page of its website. CVR Energy may use these channels to distribute material information about the Company and to communicate important information about the Company, corporate initiatives and other matters. Information that CVR Energy posts on its website could be deemed material; therefore, CVR Energy encourages investors, the media, its customers, business partners and others interested in the Company to review the information posted on its website.

    Contact Information:

    Investor Relations

    Richard Roberts
    (281) 207-3205
    InvestorRelations@CVREnergy.com

    Media Relations

    Brandee Stephens
    (281) 207-3516
    MediaRelations@CVREnergy.com

    Non-GAAP Measures

    Our management uses certain non-GAAP performance measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures defined below.

    As a result of continuing volatile market conditions and the impacts certain non-cash items may have on the evaluation of our operations and results, the Company began disclosing the Adjusted Refining Margin non-GAAP measure, as defined below, in the second quarter of 2024. We believe the presentation of this non-GAAP measure is meaningful to compare our operating results between periods and better aligns with our peer companies. All prior periods presented have been conformed to the definition below.

    The following are non-GAAP measures we present for the periods ended June 30, 2025 and 2024:

    EBITDA – Consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.

    Petroleum EBITDA, Renewables EBITDA, and Nitrogen Fertilizer EBITDA – Segment net income (loss) before segment (i) interest expense, net, (ii) income tax expense (benefit), and (iii) depreciation and amortization.

    Refining Margin – The difference between our Petroleum Segment net sales and cost of materials and other.

    Adjusted Refining Margin – Refining Margin adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

    Refining Margin and Adjusted Refining Margin, per Throughput Barrel – Refining Margin and Adjusted Refining Margin divided by the total throughput barrels during the period, which is calculated as total throughput barrels per day times the number of days in the period.

    Direct Operating Expenses per Throughput Barrel – Direct operating expenses for our Petroleum Segment divided by total throughput barrels for the period, which is calculated as total throughput barrels per day times the number of days in the period.

    Renewables Margin – The difference between our Renewables Segment net sales and cost of materials and other.

    Adjusted Renewables Margin – Renewables Margin adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

    Renewables Margin and Adjusted Renewables Margin, per Vegetable Oil Throughput Gallon – Renewables Margin and Adjusted Renewables Margin divided by the total vegetable oil throughput gallons for the period, which is calculated as total vegetable oil throughput gallons per day times the number of days in the period.

    Direct Operating Expenses per Vegetable Oil Throughput Gallon – Direct operating expenses for our Renewables Segment divided by total vegetable oil throughput gallons for the period, which is calculated as total vegetable oil throughput gallons per day times the number of days in the period.

    Adjusted EBITDA, Petroleum Adjusted EBITDA, Renewables Adjusted EBITDA, and Nitrogen Fertilizer Adjusted EBITDA – EBITDA, Petroleum EBITDA, Renewables EBITDA, and Nitrogen Fertilizer EBITDA adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

    Adjusted Earnings (Loss) per Share – Earnings (loss) per share adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.

    Free Cash Flow – Net cash provided by (used in) operating activities less capital expenditures and capitalized turnaround expenditures.

    We present these measures because we believe they may help investors, analysts, lenders and ratings agencies analyze our results of operations and liquidity in conjunction with our U.S. GAAP results, including but not limited to our operating performance as compared to other publicly traded companies in the refining and fertilizer industries, without regard to historical cost basis or financing methods and our ability to incur and service debt and fund capital expenditures. Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures. See “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.

    Factors Affecting Comparability of Our Financial Results

    Petroleum Segment

    Our results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future due to capitalized expenditures as part of planned turnarounds. Total capitalized expenditures were $24 million and $3 million during the three months ended June 30, 2025 and 2024, respectively, and $190 million and $42 million during the six months ended June 30, 2025 and 2024, respectively.

    CVR Energy, Inc. 
    (all information in this release is unaudited)
     
    Consolidated Statement of Operations Data
     
     
      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in millions, except per share data)   2025       2024       2025       2024  
    Net sales $ 1,761     $ 1,967     $ 3,407     $ 3,829  
    Operating costs and expenses:              
    Cost of materials and other   1,582       1,667       3,099       3,130  
    Direct operating expenses (exclusive of depreciation and
    amortization)
      169       173       324       337  
    Depreciation and amortization   76       70       142       145  
    Cost of sales   1,827       1,910       3,565       3,612  
    Selling, general and administrative expenses (exclusive of
    depreciation and amortization)
      36       28       73       63  
    Depreciation and amortization   2       2       4       4  
    (Gain) loss on asset disposal   (1 )                 1  
    Operating (loss) income   (103 )     27       (235 )     149  
    Other (expense) income:              
    Interest expense, net   (30 )     (19 )     (55 )     (39 )
    Other income, net   1       4       4       8  
    (Loss) income before income tax benefit   (132 )     12       (286 )     118  
    Income tax benefit   (42 )     (26 )     (91 )     (10 )
    Net (loss) income   (90 )     38       (195 )     128  
    Less: Net income attributable to noncontrolling interest   24       17       42       25  
    Net (loss) income attributable to CVR Energy
    stockholders
    $ (114 )   $ 21     $ (237 )   $ 103  
                   
    Basic and diluted (loss) earnings per share $ (1.14 )   $ 0.21     $ (2.36 )   $ 1.02  
    Dividends declared per share $     $ 0.50     $     $ 1.00  
                   
    Adjusted (loss) earnings per share * $ (0.23 )   $ 0.09     $ (0.81 )   $ 0.12  
    EBITDA * $ (24 )   $ 103     $ (85 )   $ 306  
    Adjusted EBITDA * $ 99     $ 87     $ 122     $ 186  
                   
    Weighted-average common shares outstanding – basic and
    diluted
      100.5       100.5       100.5       100.5  
    • See “Non-GAAP Reconciliations” section below.

    Selected Consolidated Balance Sheet Data

    (in millions) June 30, 2025   December 31, 2024
    Cash and cash equivalents $ 596   $ 987
    Working capital (inclusive of cash and cash equivalents)   201     726
    Total assets   3,984     4,263
    Total debt and finance lease obligations, including current portion   1,861     1,919
    Total liabilities   3,318     3,375
    Total CVR stockholders’ equity   466     703
               

    Selected Consolidated Cash Flow Data

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in millions)   2025       2024       2025       2024  
    Net cash used in:              
    Operating activities $ 176     $ 81     $ (19 )   $ 258  
    Investing activities   (185 )     (74 )     (267 )     (129 )
    Financing activities   (90 )     (65 )     (105 )     (729 )
    Net decrease in cash, cash equivalents, and restricted
    cash
    $ (99 )   $ (58 )   $ (391 )   $ (600 )
                   
    Free cash flow * $ (12 )   $ 7     $ (297 )   $ 128  

    * See “Non-GAAP Reconciliations” section below.

    Selected Segment Data

      Three Months Ended June 30,
        2025       2024
    (in millions) Petroleum   Renewables   Nitrogen Fertilizer   Consolidated   Petroleum   Renewables   Nitrogen Fertilizer   Consolidated
    Net sales $ 1,561     $ 76     $ 169   $ 1,761     $ 1,795   $ 63     $ 133   $ 1,967
    Operating (loss) income   (133 )     (11 )     46     (103 )     10     (11 )     34     27
    Net (loss) income   (137 )     (11 )     39     (90 )     18     (11 )     26     38
    EBITDA *   (84 )     (5 )     67     (24 )     56     (5 )     54     103
                                   
    Capital expenditures (1)                              
    Maintenance $ 14     $ 1     $ 6   $ 21     $ 22   $     $ 4   $ 27
    Growth   9       1       4     15       11     2       1     14
    Total capital expenditures $ 23     $ 2     $ 10   $ 36     $ 33   $ 2     $ 5   $ 41
      Six Months Ended June 30,
        2025       2024
    (in millions) Petroleum   Renewables   Nitrogen Fertilizer   Consolidated   Petroleum   Renewables   Nitrogen Fertilizer   Consolidated
    Net sales $ 3,038     $ 142     $ 311   $ 3,407     $ 3,517   $ 97     $ 261   $ 3,829
    Operating (Loss) Income   (295 )     (11 )     81     (235 )     128     (21 )     54     149
    Net (loss) income   (297 )     (11 )     66     (195 )     145     (20 )     39     128
    EBITDA *   (202 )     1       120     (85 )     227     (9 )     93     306
                                   
    Capital expenditures (1)                              
    Maintenance $ 55     $ 1     $ 10   $ 66     $ 44   $ 1     $ 9   $ 57
    Growth   17       1       6     26       25     9       1     35
    Total capital expenditures $ 72     $ 2     $ 16   $ 92     $ 69   $ 10     $ 10   $ 92

    * See “Non-GAAP Reconciliations” section below.
    (1) Capital expenditures are shown exclusive of capitalized turnaround expenditures.

    Selected Balance Sheet Data

      June 30, 2025   December 31, 2024
    (in millions) Petroleum   Renewables   Nitrogen
    Fertilizer
      Consolidated   Petroleum   Renewables   Nitrogen
    Fertilizer
      Consolidated
    Cash and cash equivalents (1) $ 325   $ 22   $ 114   $ 596   $ 735   $ 13   $ 91   $ 987
    Total assets   3,011     414     998     3,984     3,288     420     1,019     4,263
    Total debt and finance lease obligations, including current
    portion (2)
      293         570     1,861     354         569     1,919

    (1) Corporate cash and cash equivalents consisted of $135 million and $148 million at June 30, 2025 and December 31, 2024, respectively.
    (2) Corporate total debt and finance lease obligations, including current portion consisted of $998 million and $996 million at June 30, 2025 and December 31, 2024, respectively.

    Petroleum Segment

    Key Operating Metrics per Total Throughput Barrel

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in millions)   2025     2024     2025     2024
    Refining margin * $ 2.21   $ 10.94   $ 1.14   $ 13.68
    Adjusted refining margin *   9.95     9.81     9.04     10.15
    Direct operating expenses *   6.45     6.94     7.32     6.34
    • See “Non-GAAP Reconciliations” section below.

    Refining Throughput and Production Data by Refinery

    Throughput Data Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in bpd) 2025   2024   2025   2024
    Coffeyville              
    Gathered crude 61,505   87,402   44,213   74,903
    Other domestic 30,718   28,625   21,584   37,275
    Canadian 581   9,518   610   9,525
    Condensate   5,079     6,390
    Other feedstocks and blendstocks 7,883   10,773   7,111   11,671
    Wynnewood              
    Gathered crude 55,470   34,190   56,936   38,624
    Other domestic 1,595   2,421   1,087   1,210
    Condensate 8,965   5,965   9,556   8,114
    Other feedstocks and blendstocks 5,432   2,235   5,309   3,287
    Total throughput 172,149   186,208   146,406   190,999
    Production Data Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in bpd) 2025     2024     2025     2024  
    Coffeyville              
    Gasoline 50,323     71,515     34,718     72,119  
    Distillate 46,911     57,710     33,645     56,858  
    Other liquid products (428 )   7,015     2,930     5,784  
    Solids 3,711     4,990     2,523     4,985  
    Wynnewood              
    Gasoline 36,657     25,672     38,190     28,828  
    Distillate 23,645     16,053     24,293     17,610  
    Other liquid products 8,267     2,349     6,671     3,956  
    Solids 12     6     11     6  
    Total production 169,098     185,310     142,981     190,146  
                   
    Crude utilization (1) 76.9 %   83.9 %   64.9 %   85.2 %
    Light product yield (as % of crude throughput) (2) 99.2 %   98.7 %   97.7 %   99.6 %
    Liquid volume yield (as % of total throughput) (3) 96.1 %   96.8 %   95.9 %   96.9 %
    Distillate yield (as % of crude throughput) (4) 44.4 %   42.6 %   43.2 %   42.3 %

    (1) Total Gathered crude, Other domestic, Canadian, and Condensate throughput (collectively, “Total Crude Throughput”) divided by consolidated crude oil throughput capacity of 206,500 bpd.
    (2) Total Gasoline and Distillate divided by Total Crude Throughput.
    (3) Total Gasoline, Distillate, and Other liquid products divided by total throughput.
    (4) Total Distillate divided by Total Crude Throughput.

    Key Market Indicators

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (dollars per barrel)   2025       2024       2025       2024  
    West Texas Intermediate (WTI) NYMEX $ 63.74     $ 80.63     $ 67.52     $ 78.81  
    Crude Oil Differentials to WTI:              
    Brent   2.97       4.40       3.29       4.60  
    WCS (heavy sour)   (9.43 )     (12.53 )     (10.92 )     (14.66 )
    Condensate   (0.71 )     (0.66 )     (0.68 )     (0.76 )
    Midland Cushing   0.74       1.08       0.92       1.31  
    NYMEX Crack Spreads:              
    Gasoline   24.76       27.48       20.86       25.07  
    Heating Oil   26.99       24.67       27.71       30.62  
    NYMEX 2-1-1 Crack Spread   25.87       26.07       24.29       27.85  
    PADD II Group 3 Product Basis:              
    Gasoline   (3.58 )     (10.61 )     (3.20 )     (10.33 )
    Ultra-Low Sulfur Diesel   (0.12 )     (3.89 )     (3.60 )     (7.04 )
    PADD II Group 3 Product Crack Spread:              
    Gasoline   21.18       16.87       17.66       14.74  
    Ultra-Low Sulfur Diesel   26.87       20.78       24.11       23.59  
    PADD II Group 3 2-1-1   24.02       18.83       20.89       19.17  
                                   

    Renewables Segment

    Key Operating Metrics per Vegetable Oil Throughput Gallon

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025     2024     2025     2024
    Renewables margin * $ 0.38   $ 0.43   $ 0.76   $ 0.51
    Adjusted renewables margin *   0.44     0.67     0.68     0.64
    Direct operating expenses *   0.54     0.72     0.51     0.76
    • See “Non-GAAP Reconciliations” section below.

    Renewables Throughput and Production Data

      Three Months Ended June 30,   Six Months Ended June 30,
    (in gallons per day) 2025     2024     2025     2024  
    Throughput Data              
    Corn Oil 1,107     33,253     10,488     34,947  
    Soybean Oil 153,609     93,303     144,837     66,128  
                   
    Production Data              
    Renewable diesel 148,373     117,277     146,292     89,936  
                   
    Renewable utilization (1) 61.4 %   50.2 %   61.6 %   40.1 %
    Renewable diesel yield (as % of corn and soybean oil throughput) 95.9 %   92.7 %   94.2 %   89.0 %

    (1) Total corn and soybean oil throughput divided by total renewable throughput capacity of 252,000 gallons per day.

    Key Market Indicators

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025     2024     2025     2024
    Chicago Board of Trade (CBOT) soybean oil (dollars per pound) $ 0.49   $ 0.45   $ 0.47   $ 0.46
    Midwest crude corn oil (dollars per pound)   0.50     0.51     0.48     0.53
    CARB ULSD (dollars per gallon)   2.36     2.60     2.38     2.63
    NYMEX ULSD (dollars per gallon)   2.16     2.51     2.27     2.61
    California LCFS (dollars per metric ton)   52.36     51.51     59.13     57.37
    Biodiesel RINs (dollars per RIN)   1.08     0.51     0.94     0.55
     

    Nitrogen Fertilizer Segment

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (percent of capacity utilization) 2025     2024     2025     2024  
    Ammonia utilization rate (1) 91 %   102 %   96 %   96 %

    (1) Reflects our ammonia utilization rate on a consolidated basis. Utilization is an important measure used by management to assess operational output at each of CVR Partners’ facilities. Utilization is calculated as actual tons produced divided by capacity. We present our utilization for the three and six months ended June 30, 2025 and 2024 and take into account the impact of our current turnaround cycles on any specific period. Additionally, we present utilization solely on ammonia production rather than each nitrogen product as it provides a comparative baseline against industry peers and eliminates the disparity of plant configurations for upgrade of ammonia into other nitrogen products. With our efforts being primarily focused on ammonia upgrade capabilities, this measure provides a meaningful view of how well we operate.

    Sales and Production Data

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025     2024     2025     2024
    Consolidated sales volumes (thousands of tons):              
    Ammonia   57     43     117     113
    UAN   345     330     681     614
                   
    Consolidated product pricing at gate (dollars per ton): (1)              
    Ammonia $ 593   $ 520   $ 573   $ 525
    UAN   317     268     287     268
                   
    Consolidated production volume (thousands of tons):              
    Ammonia (gross produced) (2)   197     221     413     414
    Ammonia (net available for sale) (2)   54     69     117     130
    UAN   321     337     668     643
                   
    Feedstock:              
    Petroleum coke used in production (thousands of tons)   130     133     261     261
    Petroleum coke used in production (dollars per ton) $ 56.68   $ 62.96   $ 49.54   $ 69.21
    Natural gas used in production (thousands of MMBtus) (3)   1,897     2,213     4,057     4,361
    Natural gas used in production (dollars per MMBtu) (3) $ 3.29   $ 1.93   $ 4.00   $ 2.51
    Natural gas in cost of materials and other (thousands of
    MMBtus)
    (3)
      2,201     1,855     3,807     3,620
    Natural gas in cost of materials and other (dollars per
    MMBtu)
    (3)
    $ 3.63   $ 1.85   $ 4.05   $ 2.65

    (1) Product pricing at gate represents sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure that is comparable across the fertilizer industry.
    (2) Gross tons produced for ammonia represent total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represent ammonia available for sale that was not upgraded into other fertilizer products.
    (3) The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in direct operating expense.

    Key Market Indicators

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025     2024     2025     2024
    Ammonia — Southern plains (dollars per ton) $ 576   $ 523   $ 569   $ 545
    Ammonia — Corn belt (dollars per ton)   630     565     624     581
    UAN — Corn belt (dollars per ton)   403     288     364     290
                   
    Natural gas NYMEX (dollars per MMBtu) $ 3.51   $ 2.32   $ 3.69   $ 2.21
                           

    Q3 2025 Outlook

    The table below summarizes our outlook for certain operational statistics and financial information for the third quarter of 2025. See “Forward-Looking Statements” above.

      Q3 2025
      Low   High
    Petroleum      
    Total throughput (bpd)   200,000       215,000  
    Crude utilization (1)   92 %     97 %
    Direct operating expenses (in millions) (2) $ 105     $ 115  
           
    Renewables      
    Total throughput (in millions of gallons)   16       20  
    Renewable utilization (4)   70 %     85 %
    Direct operating expenses (in millions) (2) $ 8     $ 10  
           
    Nitrogen Fertilizer      
    Ammonia utilization rate   93 %     98 %
    Direct operating expenses (in millions) (2) $ 60     $ 65  
           
    Capital Expenditures (in millions) (3)      
    Petroleum $ 25     $ 30  
    Renewables   1       3  
    Nitrogen Fertilizer   20       25  
    Other   1       2  
    Total capital expenditures $ 47     $ 60  

    (1) Represents crude oil throughput divided by consolidated crude oil throughput capacity of 206,500 bpd.
    (2) Direct operating expenses are shown exclusive of depreciation and amortization, turnaround expenses, and inventory valuation impacts.
    (3) Turnaround and capital expenditures are disclosed on an accrual basis.
    (4) Represents renewable feedstock throughput divided by total renewable throughput capacity of 252,000 gallons per day.

    Non-GAAP Reconciliations

    Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in millions)   2025       2024       2025       2024  
    Net (loss) income $ (90 )   $ 38     $ (195 )   $ 128  
    Interest expense, net   30       19       55       39  
    Income tax benefit   (42 )     (26 )     (91 )     (10 )
    Depreciation and amortization   78       72       146       149  
    EBITDA   (24 )     103       (85 )     306  
    Adjustments:              
    Revaluation of RFS liability, unfavorable (favorable)   89             200       (91 )
    Unrealized loss (gain) on derivatives, net   2       (17 )     (1 )     7  
    Inventory valuation impacts, unfavorable (favorable)   32       1       8       (36 )
    Adjusted EBITDA $ 99     $ 87     $ 122     $ 186  
     

    Reconciliation of Basic and Diluted (Loss) Earnings per Share to Adjusted (Loss) Earnings per Share

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025       2024       2025       2024  
    Basic and diluted (loss) earnings per share $ (1.14 )   $ 0.21     $ (2.36 )   $ 1.02  
    Adjustments: (1)              
    Revaluation of RFS liability, unfavorable (favorable)   0.65             1.50       (0.68 )
    Unrealized loss (gain) on derivatives, net   0.02       (0.13 )     (0.01 )     0.05  
    Inventory valuation impacts, unfavorable (favorable)   0.24       0.01       0.06       (0.27 )
    Adjusted (loss) earnings per share $ (0.23 )   $ 0.09     $ (0.81 )   $ 0.12  

    (1) Amounts are shown after-tax, using the Company’s marginal tax rate, and are presented on a per share basis using the weighted average shares outstanding for each period.

    Reconciliation of Net Cash (Used In) Provided By Operating Activities to Free Cash Flow

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in millions)   2025       2024       2025       2024  
    Net cash (used in) provided by operating activities $ 176     $ 81     $ (19 )   $ 258  
    Less:              
    Capital expenditures   (41 )     (43 )     (92 )     (90 )
    Capitalized turnaround expenditures   (148 )     (32 )     (191 )     (44 )
    Return of equity method investment   1       1       5       4  
    Free cash flow $ (12 )   $ 7     $ (297 )   $ 128  
     

    Reconciliation of Petroleum Segment Net (Loss) Income to EBITDA and Adjusted EBITDA

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in millions)   2025       2024       2025       2024  
    Petroleum net (loss) income $ (137 )   $ 18     $ (297 )   $ 145  
    Interest (income) expense, net   5       (5 )     5       (10 )
    Depreciation and amortization   48       43       90       92  
    Petroleum EBITDA   (84 )     56       (202 )     227  
    Adjustments:              
    Revaluation of RFS liability, unfavorable (favorable)   89             200       (91 )
    Unrealized loss (gain) on derivatives, net   2       (17 )     (1 )     7  
    Inventory valuation impacts, unfavorable (favorable) (1)   31       (2 )     10       (39 )
    Petroleum Adjusted EBITDA $ 38     $ 37     $ 7     $ 104  
     

    Reconciliation of Petroleum Segment Gross (Loss) Profit to Refining Margin and Adjusted Refining Margin

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in millions)   2025       2024       2025       2024  
    Net sales $ 1,561     $ 1,795     $ 3,038     $ 3,517  
    Less:              
    Cost of materials and other   (1,526 )     (1,610 )     (3,008 )     (3,041 )
    Direct operating expenses (exclusive of depreciation and amortization)   (102 )     (118 )     (193 )     (221 )
    Depreciation and amortization   (48 )     (43 )     (90 )     (92 )
    Gross (loss) profit   (115 )     24       (253 )     163  
    Add:              
    Direct operating expenses (exclusive of depreciation and amortization)   102       118       193       221  
    Depreciation and amortization   48       43       90       92  
    Refining margin   35       185       30       476  
    Adjustments:              
    Revaluation of RFS liability, unfavorable (favorable)   89             200       (91 )
    Unrealized loss (gain) on derivatives, net   2       (17 )     (1 )     7  
    Inventory valuation impacts, unfavorable (favorable) (1)   31       (2 )     10       (39 )
    Adjusted refining margin $ 157     $ 166     $ 239     $ 353  
                   
    Total throughput barrels per day   172,149       186,208       146,406       190,999  
    Days in the period   91       91       181       182  
    Total throughput barrels   15,665,597       16,944,862       26,499,565       34,761,961  
                   
    Refining margin per total throughput barrel $ 2.21     $ 10.94     $ 1.14     $ 13.68  
    Adjusted refining margin per total throughput barrel   9.95       9.81       9.04       10.15  
    Direct operating expenses per total throughput barrel   6.45       6.94       7.32       6.34  

    (1) The Petroleum Segment’s basis for determining inventory value under GAAP is First-In, First-Out (“FIFO”). Changes in crude oil prices can cause fluctuations in the inventory valuation of crude oil, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when crude oil prices increase and an unfavorable inventory valuation impact when crude oil prices decrease. The inventory valuation impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the accounting period.

    Reconciliation of Renewables Segment Net Loss to EBITDA and Adjusted EBITDA

      Three Months Ended June 30,   Six Months Ended June 30,
    (in millions)   2025       2024       2025       2024  
    Renewables net loss $ (11 )   $ (11 )   $ (11 )   $ (20 )
    Interest income, net                     (1 )
    Depreciation and amortization   6       6       12       12  
    Renewables EBITDA   (5 )     (5 )     1       (9 )
    Adjustments:              
    Inventory valuation impacts, (favorable) unfavorable (1)   1       3       (2 )     2  
    Renewables Adjusted EBITDA $ (4 )   $ (2 )   $ (1 )   $ (7 )
     

    Reconciliation of Renewables Segment Gross Loss to Renewables Margin and Adjusted Renewables Margin

      Three Months Ended June 30,   Six Months Ended June 30,
    (in millions, except throughput data)   2025       2024       2025       2024  
    Net sales $ 76     $ 63     $ 142     $ 97  
    Less:              
    Cost of materials and other   (71 )     (58 )     (121 )     (88 )
    Direct operating expenses (exclusive of depreciation and
    amortization)
      (7 )     (8 )     (14 )     (13 )
    Depreciation and amortization   (6 )     (6 )     (12 )     (12 )
    Gross loss   (8 )     (9 )     (5 )     (16 )
    Add:              
    Direct operating expenses (exclusive of depreciation and
    amortization)
      7       8       14       13  
    Depreciation and amortization   6       6       12       12  
    Renewables margin   5       5       21       9  
    Inventory valuation impacts, (favorable) unfavorable (1)   1       3       (2 )     2  
    Adjusted renewables margin $ 6     $ 8     $ 19     $ 11  
                   
    Total vegetable oil throughput gallons per day   154,716       126,556       155,325       101,075  
    Days in the period   91       91       181       182  
    Total vegetable oil throughput gallons   14,079,118       11,516,572       28,113,944       18,395,649  
                   
    Renewables margin per vegetable oil throughput gallon $ 0.38     $ 0.43     $ 0.76     $ 0.51  
    Adjusted renewables margin per vegetable oil throughput gallon   0.44       0.67       0.68       0.64  
    Direct operating expenses per vegetable oil throughput gallon   0.54       0.72       0.51       0.76  

    (1) The Renewables Segment’s basis for determining inventory value under GAAP is FIFO. Changes in renewable diesel and renewable feedstock prices can cause fluctuations in the inventory valuation of renewable diesel, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when renewable diesel prices increase and an unfavorable inventory valuation impact when renewable diesel prices decrease. The inventory valuation impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the accounting period.

    Reconciliation of Nitrogen Fertilizer Segment Net Income to EBITDA and Adjusted EBITDA

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
    (in millions)   2025     2024     2025     2024
    Nitrogen Fertilizer net income $ 39   $ 26   $ 66   $ 39
    Interest expense, net   7     8     15     15
    Depreciation and amortization   21     20     39     39
    Nitrogen Fertilizer EBITDA and Adjusted EBITDA $ 67   $ 54   $ 120   $ 93

    The MIL Network

  • MIL-OSI: NVIDIA Sets Conference Call for Second-Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SANTA CLARA, Calif., July 30, 2025 (GLOBE NEWSWIRE) — NVIDIA will host a conference call on Wednesday, August 27, at 2 p.m. PT (5 p.m. ET) to discuss its financial results for the second quarter of fiscal year 2026, which ended July 27, 2025.

    The call will be webcast live (in listen-only mode) on investor.nvidia.com. The company’s prepared remarks will be followed by a Q&A session, which will be limited to questions from financial analysts and institutional investors.

    Ahead of the call, NVIDIA will provide written commentary on its second-quarter results from Colette Kress, the company’s executive vice president and chief financial officer. This material will be posted to investor.nvidia.com immediately after the company’s results are publicly announced at approximately 1:20 p.m. PT.

    The webcast will be recorded and available for replay until the company’s conference call to discuss financial results for its third quarter of fiscal year 2026.

    About NVIDIA
    NVIDIA (NASDAQ: NVDA) is the world leader in accelerated computing.

    For further information, contact:
    Investor Relations Corporate Communications
    NVIDIA Corporation NVIDIA Corporation
    ir@nvidia.com  press@nvidia.com 

    © 2025 NVIDIA Corporation. All rights reserved. NVIDIA and the NVIDIA logo are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and other countries.

    The MIL Network

  • MIL-OSI: JD.com Announces Decision to Make a Voluntary Public Takeover Offer and Strategic Investment Partnership with CECONOMY

    Source: GlobeNewswire (MIL-OSI)

    BEIJING, July 30, 2025 (GLOBE NEWSWIRE) — JD.com, Inc. (“JD.com” or the “Company”) (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter)), a leading supply chain-based technology and service provider, today announced that it decided to make a voluntary public takeover offer, through a wholly-owned indirect subsidiary JINGDONG Holding Germany GmbH (the “Bidder”), to all shareholders of CECONOMY AG (“CECONOMY”) (XETRA: CEC), the parent company of leading European consumer electronics retailers MediaMarkt and Saturn, to acquire all issued and outstanding bearer shares in CECONOMY (the “CECONOMY Shares”) for a cash consideration of EUR 4.60 per share (the “Takeover Offer”).

    The Bidder and CECONOMY have also signed an investment agreement regarding the Takeover Offer and their intended cooperation after completion of the Takeover Offer. Furthermore, regarding their future cooperation, the Bidder and CECONOMY’s largest shareholder group comprising Convergenta Invest GmbH and related shareholders (together, “Convergenta”) entered into a shareholders’ agreement, effectiveness of which is subject to the completion of the Takeover Offer. As a result, post the completion of the Takeover Offer, Convergenta will hold 25.35% of the CECONOMY Shares, reducing its current shareholding in CECONOMY from 29.16% by an irrevocable undertaking to accept the Takeover Offer with respect to 3.81% of the CECONOMY Shares. The Bidder has also entered into agreements with several shareholders of CECONOMY, under which those shareholders have irrevocably undertaken to accept the Takeover Offer with respect to 31.7% of the CECONOMY Shares in total (including 3.81% from Convergenta), securing a total shareholding of 57.1% in combination with the retained stake of JD.com’s future partner Convergenta ahead of the launch of the Takeover Offer.

    CECONOMY is a European retail leader in the field of consumer electronics. Its main brands MediaMarkt and Saturn operate omni-channel retail businesses, combining strong e-commerce presence with more than 1,000 retail stores in 11 countries. Under the strategic investment agreement, the Company and CECONOMY aim to drive CECONOMY’s growth as a stand-alone business and accelerate CECONOMY’s transformation into Europe’s leading omni-channel consumer electronics platform. JD.com, renowned for its superior customer experience and industry-leading e-commerce logistics service standards, will contribute its advanced technology, leading omni-channel retail expertise, and logistics and warehouse capabilities to the partnership. This will strengthen CECONOMY’s capabilities and further develop its core business and capitalize on its market position. As part of the strategic roadmap, CECONOMY will remain a stand-alone business in Europe with a local independent technology stack, and no changes are planned to the workforce, employee agreements and sites. CECONOMY’s Supervisory Board and Management Board fully support the public Takeover Offer.

    “This partnership with CECONOMY will build Europe’s leading next-generation consumer electronics platform,” said JD.com CEO Sandy Xu. “CECONOMY’s market-leading position, strong customer relationships and growth are impressive, and we are firmly committed to investing in its people and distinct culture to build on this success. We will work with the team to strengthen the capabilities, while applying our advanced technology capabilities to accelerate CECONOMY’s ongoing transformation. Our goal is to further grow CECONOMY’s platform across Europe and create long-term value for customers, employees, investors and local communities. We have full confidence in the management team of CECONOMY and look forward to working together to initiate the next phase of growth.”

    CECONOMY CEO Dr. Kai-Ulrich Deissner said, “With JD.com’s outstanding retail, logistics, and technology capabilities, we can further accelerate our successful growth trajectory and go beyond our current strategic goals. Thanks to the tremendous dedication and commitment of our entire team, CECONOMY operates from a position of strength. Given the constantly evolving customer expectations and market dynamics, standing still is not an option. In the coming years, we don’t just want to keep pace with the transformation in European retail – we want to continue leading it. JD.com is the right partner for this. We share a passion for our customers and a firm belief that our employees, trusted partnerships with international brand manufacturers, and the combination of digital and brick-and-mortar business are the keys to success. We partner with JD.com to strengthen European retail, based on complementary strengths and shared values.”

    “We fully support the strategic investment agreement and takeover offer and are confident that it represents the best opportunity to further drive the successful transformation of CECONOMY,” said Jürgen Kellerhals of anchor shareholder Convergenta. “The management team of CECONOMY has a clear strategic vision, and JD.com brings the resources and expertise required to accelerate the company’s (CECONOMY’s) next phase of growth. The technological expertise of JD.com is world-leading, as demonstrated by its success in other markets. As the long-term anchor investor, we believe this is the right step at the right time for the business, our employees, and our customers.”

    The Takeover Offer will be subject to customary conditions, including, among others, merger control, foreign direct investment and foreign subsidies clearances. The Takeover Offer will not be subject to a minimum acceptance rate. The transaction will be financed through a combination of acquisition loan and the Company’s cash on balance sheet. The closing of the Takeover Offer is expected to take place in the first half of 2026.

    The Offer Document (in German and a non-binding English translation) which will set forth the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at the website www.green-offer.com.

    This announcement and the information within it are not intended to, and do not, constitute or form part of any offer to purchase or a solicitation of an offer to sell the CECONOMY Shares. Investors and holders of CECONOMY Shares are strongly advised to read the Offer Document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information.

    About JD.com, Inc.

    JD.com is a leading supply chain-based technology and service provider. The Company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The Company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.

    Safe Harbor Statement

    This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements made on the website of the Hong Kong Stock Exchange, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about JD.com’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and governmental policies relating to the industries in which JD.com or its business partners operate; potential changes in laws, regulations and governmental policies or changes in the interpretation and implementation of laws, regulations and governmental policies that could adversely affect the industries in which JD.com or its business partners operate, including, among others, initiatives to enhance supervision of companies listed on an overseas exchange and tighten scrutiny over data privacy and data security; risks associated with JD.com’s acquisitions, investments and alliances, including fluctuation in the market value of JD.com’s investment portfolio; natural disasters and geopolitical events; change in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and globally. Further information regarding these and other risks is included in JD.com’s filings with the SEC and the announcements on the website of the Hong Kong Stock Exchange. All information provided herein is as of the date of this announcement, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law. 

    For investor and media inquiries, please contact:

    Investor Relations
    Sean Zhang
    +86 (10) 8912-6804
    IR@JD.com

    Media Relations
    +86 (10) 8911-6155
    Press@JD.com

    The MIL Network

  • MIL-OSI: SEACOR Marine Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, July 30, 2025 (GLOBE NEWSWIRE) — SEACOR Marine Holdings Inc. (NYSE: SMHI) (the “Company” or “SEACOR Marine”), a leading provider of marine and support transportation services to offshore energy facilities worldwide, today announced results for its second quarter ended June 30, 2025.

    SEACOR Marine’s consolidated operating revenues for the second quarter of 2025 were $60.8 million, operating income was $6.1 million, and direct vessel profit (“DVP”)(1) was $11.3 million. This compares to consolidated operating revenues of $69.9 million, operating loss of $3.9 million, and DVP of $20.3 million in the second quarter of 2024, and consolidated operating revenues of $55.5 million, operating loss of $5.3 million, and DVP of $13.6 million in the first quarter of 2025.

    Notable second quarter items include:

    • 13.0% decrease in revenues from the second quarter of 2024 and a 9.6% increase from the first quarter of 2025.
    • Average day rates of $19,731, a 3.1% increase from the second quarter of 2024, and a 4.8% increase from the first quarter of 2025.
    • 68% utilization, a decrease from 69% in the second quarter of 2024 and an increase from 60% in the first quarter of 2025.
    • DVP margin of 18.6%, a decrease from 29.1% in the second quarter of 2024 and a decrease from 24.5% in the first quarter of 2025, due in part to $9.2 million of drydocking and major repairs during the second quarter of 2025 compared to $8.5 million in the second quarter of 2024 and $5.2 million in the first quarter of 2025, all of which are expensed as incurred.
    • During the second quarter of 2025, the Company completed the sale of two platform supply vessels (“PSVs”) and one fast supply vessel (“FSV”) for total proceeds of $33.4 million and a gain of $19.1 million. Approximately $12.9 million of the proceeds were used to fund the repurchase of shares and warrants from Carlyle, and the remainder was held as restricted cash to partially fund future milestone payments for the construction of two new PSVs scheduled to deliver in the fourth quarter of 2026 and first quarter of 2027.

    For the second quarter of 2025, net loss was $6.7 million ($0.26 loss per basic and diluted share). This compares to a net loss for the second quarter of 2024 of $12.5 million ($0.45 loss per basic and diluted share). Sequentially, the second quarter 2025 results compare to a net loss of $15.5 million ($0.56 loss per basic and diluted share) in the first quarter of 2025.

    Chief Executive Officer John Gellert commented:

    “The second quarter results reflect the changes to our fleet as we continued to implement our asset rotation and repositioning strategy.

    Our PSV fleet saw substantial improvement on average rates and utilization, achieving a 30.3% DVP margin, even with two of our premium PSVs being out of the market the entire quarter for repairs; one of which also received a hybrid power management upgrade. The two PSVs that we sold during the quarter were sold at compelling values and were some of our first-generation handy size vessels targeting the shallow water market, which is seeing increased vertical integration in some geographic markets. PSVs contributed greatly to our results in Latin America and West Africa, as well as in the Middle East where we operate two of our PSVs in a walk-to-work configuration outfitted with motion compensated gangways owned by SEACOR Marine.

    In the Middle East, the results were largely affected by repairs to one of our premium liftboats for almost the entire quarter. These repairs are ongoing as the scope and cost has exceeded our initial expectations, with the liftboat expected to return to service in September 2025. Despite these challenges, activity in the Middle East market continues to be healthy, and we recently mobilized an additional FSV to respond to market demand.

    In the U.S., we saw a noticeable improvement driven mostly by higher day rates and utilization for our liftboats, offset by higher drydocking expense and the layup of our three FSVs in the region. We anticipate redeploying these FSVs to international markets during the third and fourth quarter of 2025.

    As previously announced, on April 4, 2025, we repurchased shares and warrants representing 9.1% of the outstanding shares of common stock of the Company, assuming the full exercise of the warrants, from Carlyle. The aggregate purchase price was approximately $12.9 million. This was a unique opportunity to buy back a significant number of shares and warrants in a single block, and to simplify our capital structure by eliminating all outstanding warrants.

    We will continue to adapt and reposition SEACOR Marine into markets and assets with lower volatility and better returns over the coming quarters and ahead of our new PSV deliveries in 2026 and 2027. We have one of the youngest fleets in the sector and will continue to demonstrate the embedded value of our assets.”
    ___________________

    (1 ) Direct vessel profit (defined as operating revenues less operating costs and expenses, “DVP”) is the Company’s measure of segment profitability. DVP is a critical financial measure used by the Company to analyze and compare the operating performance of its regions, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for lease vessels). DVP is also useful when comparing the Company’s global fleet performance against those of our competitors who may have differing fleet financing structures. DVP has material limitations as an analytical tool in that it does not reflect all of the costs associated with the ownership and operation of our fleet, and it should not be considered in isolation or used as a substitute for our results as reported under GAAP. See page 4 for reconciliation of DVP to GAAP Operating Income (Loss), its most comparable GAAP measure.

    SEACOR Marine provides global marine and support transportation services to offshore energy facilities worldwide. SEACOR Marine operates and manages a diverse fleet of offshore support vessels that deliver cargo and personnel to offshore installations, including offshore wind farms; assist offshore operations for production and storage facilities; provide construction, well work-over, offshore wind farm installation and decommissioning support; and carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair. Additionally, SEACOR Marine’s vessels provide emergency response services and accommodations for technicians and specialists.

    Certain statements discussed in this release as well as in other reports, materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by the management of the Company. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, many of which are beyond the Company’s control and are described in the Company’s filings with the SEC. It should be understood that it is not possible to predict or identify all such factors. Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

    Please visit SEACOR Marine’s website at www.seacormarine.com for additional information.
    For all other requests, contact InvestorRelations@seacormarine.com

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
    (in thousands, except share data)
     
        Three Months Ended June 30,     Six months ended June 30,  
        2025     2024     2025     2024  
    Operating Revenues   $ 60,810     $ 69,867     $ 116,309     $ 132,637  
    Costs and Expenses:                        
    Operating     49,493       49,520       91,421       97,619  
    Administrative and general     11,998       10,889       23,484       22,806  
    Lease expense     325       486       662       967  
    Depreciation and amortization     12,090       12,939       24,900       25,821  
          73,906       73,834       140,467       147,213  
    Gains on Asset Dispositions and Impairments, Net     19,163       37       24,972       36  
    Operating Income (Loss)     6,067       (3,930 )     814       (14,540 )
    Other Income (Expense):                        
    Interest income     372       445       808       1,038  
    Interest expense     (8,844 )     (10,190 )     (18,430 )     (20,499 )
    Derivative gains (losses), net     87       104       212       (439 )
    Foreign currency losses, net     (2,119 )     (560 )     (3,315 )     (640 )
    Other, net                       (95 )
          (10,504 )     (10,201 )     (20,725 )     (20,635 )
    Loss Before Income Tax Expense (Benefit) and Equity in Earnings (Losses) of 50% or Less Owned Companies     (4,437 )     (14,131 )     (19,911 )     (35,175 )
    Income Tax Expense (Benefit)     2,508       (682 )     3,412       243  
    Loss Before Equity in Earnings (Losses) of 50% or Less Owned Companies     (6,945 )     (13,449 )     (23,323 )     (35,418 )
    Equity in Earnings (Losses) of 50% or Less Owned Companies     218       966       1,107       (134 )
    Net Loss   $ (6,727 )   $ (12,483 )   $ (22,216 )   $ (35,552 )
                             
    Net Loss Per Share:                        
    Basic   $ (0.26 )   $ (0.45 )   $ (0.83 )   $ (1.29 )
    Diluted   $ (0.26 )   $ (0.45 )   $ (0.83 )   $ (1.29 )
    Weighted Average Common Stock and Warrants Outstanding:                        
    Basic     25,686,560       27,729,033       26,791,291       27,536,319  
    Diluted     25,686,560       27,729,033       26,791,291       27,536,319  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
    (in thousands, except statistics and per share data)
     
              Three Months Ended  
        Jun. 30, 2025     Mar. 31, 2025     Dec. 31, 2024     Sep. 30, 2024     Jun. 30, 2024  
    Time Charter Statistics:                              
    Average Rates Per Day   $ 19,731     $ 18,825     $ 18,901     $ 18,879     $ 19,141  
    Fleet Utilization     68 %     60 %     72 %     67 %     69 %
    Fleet Available Days (2)     4,310       4,583       4,870       5,026       4,994  
    Operating Revenues:                              
    Time charter   $ 57,673     $ 51,933     $ 66,095     $ 63,313     $ 65,649  
    Bareboat charter     838       708       364       372       364  
    Other marine services     2,299       2,858       3,349       5,231       3,854  
          60,810       55,499       69,808       68,916       69,867  
    Costs and Expenses:                              
    Operating:                              
    Personnel     18,969       18,537       20,365       21,940       21,566  
    Repairs and maintenance     13,648       8,520       10,433       9,945       10,244  
    Drydocking     5,143       3,869       2,467       6,068       6,210  
    Insurance and loss reserves     2,982       2,153       2,473       2,584       3,099  
    Fuel, lubes and supplies     4,296       4,546       4,884       6,574       3,966  
    Other     4,455       4,303       6,104       5,796       4,435  
          49,493       41,928       46,726       52,907       49,520  
    Direct Vessel Profit (1)     11,317       13,571       23,082       16,009       20,347  
    Other Costs and Expenses:                              
    Lease expense     325       337       347       364       486  
    Administrative and general     11,998       11,486       10,888       11,019       10,889  
    Depreciation and amortization     12,090       12,810       12,879       12,928       12,939  
          24,413       24,633       24,114       24,311       24,314  
    Gains (Losses) on Asset Dispositions and Impairments, Net     19,163       5,809       11,624       1,821       37  
    Operating (Loss) Income     6,067       (5,253 )     10,592       (6,481 )     (3,930 )
    Other Income (Expense):                              
    Interest income     372       436       372       358       445  
    Interest expense     (8,844 )     (9,586 )     (10,001 )     (10,127 )     (10,190 )
    Derivative gains (losses), net     87       125       (536 )     67       104  
    Loss on debt extinguishment                 (31,923 )            
    Foreign currency (losses) gains, net     (2,119 )     (1,196 )     1,308       (1,717 )     (560 )
    Other, net                 187       29        
          (10,504 )     (10,221 )     (40,593 )     (11,390 )     (10,201 )
    Loss Before Income Tax Expense (Benefit) and Equity in Earnings (Losses) of 50% or Less Owned Companies     (4,437 )     (15,474 )     (30,001 )     (17,871 )     (14,131 )
    Income Tax Expense (Benefit)     2,508       904       (2,345 )     (513 )     (682 )
    Loss Before Equity in Earnings (Losses) of 50% or Less Owned Companies     (6,945 )     (16,378 )     (27,656 )     (17,358 )     (13,449 )
    Equity in Earnings (Losses) of 50% or Less Owned Companies     218       889       1,430       1,012       966  
    Net Loss   $ (6,727 )   $ (15,489 )   $ (26,226 )   $ (16,346 )   $ (12,483 )
                                   
    Net Loss Per Share:                              
    Basic   $ (0.26 )   $ (0.56 )   $ (0.94 )   $ (0.59 )   $ (0.45 )
    Diluted   $ (0.26 )   $ (0.56 )   $ (0.94 )   $ (0.59 )   $ (0.45 )
    Weighted Average Common Stock and Warrants Outstanding:                              
    Basic     25,687       27,908       27,773       27,773       27,729  
    Diluted     25,687       27,908       27,773       27,773       27,729  
    Common Shares and Warrants Outstanding at Period End     26,976       29,488       28,950       28,950       28,941  

    __________________
    (1) See full description of footnote above.
    (2) Includes available days for a bareboat charter for one PSV, which has been excluded from days worked and average day rates.

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED DIRECT VESSEL PROFIT (“DVP”) BY SEGMENT
    (in thousands, except statistics)
     
              Three Months Ended  
        Jun. 30,
    2025
        Mar. 31,
    2025
        Dec. 31,
    2024
        Sep. 30,
    2024
        Jun. 30,
    2024
     
    United States, primarily Gulf of America                              
    Time Charter Statistics:                              
    Average rates per day worked   $ 25,262     $ 23,874     $ 26,116     $ 17,188     $ 22,356  
    Fleet utilization     48 %     25 %     45 %     42 %     37 %
    Fleet available days     1,007       1,121       920       920       921  
    Out-of-service days for repairs, maintenance and drydockings     144       153       75       116       179  
    Out-of-service days for cold-stacked status (2)     270       173       184       175       127  
    Operating Revenues:                              
    Time charter   $ 12,205     $ 6,765     $ 10,744     $ 6,593     $ 7,697  
    Other marine services     1,175       235       1,114       1,188       480  
          13,380       7,000       11,858       7,781       8,177  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel     6,854       6,486       6,097       6,297       6,284  
    Repairs and maintenance     1,950       1,479       1,680       1,655       1,879  
    Drydocking     3,684       1,066       1,451       2,615       2,570  
    Insurance and loss reserves     1,067       702       854       799       943  
    Fuel, lubes and supplies     1,010       819       854       964       866  
    Other     631       349       229       225       226  
          15,196       10,901       11,165       12,555       12,768  
    Direct Vessel (Loss) Profit (1)   $ (1,816 )   $ (3,901 )   $ 693     $ (4,774 )   $ (4,591 )
    Other Costs and Expenses:                              
    Lease expense   $ 139     $ 136     $ 136     $ 140     $ 141  
    Depreciation and amortization     3,203       3,705       3,196       3,194       3,194  
                                   
    Africa and Europe                              
    Time Charter Statistics:                              
    Average rates per day worked   $ 19,140     $ 17,294     $ 16,895     $ 18,875     $ 18,580  
    Fleet utilization     77 %     70 %     73 %     77 %     74 %
    Fleet available days     1,668       1,710       1,856       1,990       1,969  
    Out-of-service days for repairs, maintenance and drydockings     248       382       180       203       203  
    Out-of-service days for cold-stacked status                       58       91  
    Operating Revenues:                              
    Time charter   $ 24,535     $ 20,835     $ 22,999     $ 28,809     $ 27,047  
    Other marine services     806       852       1,027       3,048       1,028  
          25,341       21,687       24,026       31,857       28,075  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel     5,515       5,183       5,654       6,083       4,969  
    Repairs and maintenance     4,646       3,462       3,712       3,455       3,161  
    Drydocking     901       1,241       835       681       1,226  
    Insurance and loss reserves     899       594       577       599       819  
    Fuel, lubes and supplies     1,714       2,180       2,226       2,514       1,170  
    Other     2,357       2,727       3,748       3,975       2,801  
          16,032       15,387       16,752       17,307       14,146  
    Direct Vessel Profit (1)   $ 9,309     $ 6,300     $ 7,274     $ 14,550     $ 13,929  
    Other Costs and Expenses:                              
    Lease expense   $ 51     $ 63     $ 82     $ 75     $ 172  
    Depreciation and amortization     4,263       4,402       4,477       4,540       4,565  

    __________________
    (1) See full description of footnote above.
    (2) Includes three FSVs cold-stacked in this region as of June 30, 2025.

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED DIRECT VESSEL PROFIT (“DVP”) BY SEGMENT (continued)
    (in thousands, except statistics)
     
              Three Months Ended  
        Jun. 30,
    2025
        Mar. 31,
    2025
        Dec. 31,
    2024
        Sep. 30,
    2024
        Jun. 30,
    2024
     
    Middle East and Asia                              
    Time Charter Statistics:                              
    Average rates per day worked   $ 15,506     $ 17,848     $ 17,337     $ 17,825     $ 17,083  
    Fleet utilization     73 %     75 %     88 %     71 %     82 %
    Fleet available days     1,089       1,170       1,266       1,288       1,296  
    Out-of-service days for repairs, maintenance and drydockings     204       82       30       229       168  
    Operating Revenues:                              
    Time charter   $ 12,365     $ 15,710     $ 19,385     $ 16,411     $ 18,073  
    Other marine services     432       292       635       375       619  
          12,797       16,002       20,020       16,786       18,692  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel     4,511       4,927       5,470       5,769       6,930  
    Repairs and maintenance     6,338       2,505       3,574       3,318       3,443  
    Drydocking     13       1,031       (226 )     832       707  
    Insurance and loss reserves     842       702       804       927       798  
    Fuel, lubes and supplies     1,279       883       840       1,043       1,103  
    Other     1,104       881       1,305       1,131       989  
          14,087       10,929       11,767       13,020       13,970  
    Direct Vessel Profit (1)   $ (1,290 )   $ 5,073     $ 8,253     $ 3,766     $ 4,722  
    Other Costs and Expenses:                              
    Lease expense   $ 72     $ 83     $ 72     $ 73     $ 71  
    Depreciation and amortization     3,227       3,230       3,272       3,261       3,247  
                                   
    Latin America                              
    Time Charter Statistics:                              
    Average rates per day worked   $ 23,764     $ 22,084     $ 21,390     $ 21,984     $ 22,437  
    Fleet utilization     66 %     67 %     73 %     63 %     71 %
    Fleet available days (2)     546       582       828       828       808  
    Out-of-service days for repairs, maintenance and drydockings     26             20       94       41  
    Operating Revenues:                              
    Time charter   $ 8,568     $ 8,623     $ 12,967     $ 11,500     $ 12,832  
    Bareboat charter     838       708       364       372       364  
    Other marine services     (114 )     1,479       573       620       1,727  
          9,292       10,810       13,904       12,492       14,923  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel     2,089       1,941       3,144       3,791       3,383  
    Repairs and maintenance     714       1,074       1,467       1,517       1,761  
    Drydocking     545       531       407       1,940       1,707  
    Insurance and loss reserves     174       155       238       259       539  
    Fuel, lubes and supplies     293       664       964       2,053       827  
    Other     363       346       822       465       419  
          4,178       4,711       7,042       10,025       8,636  
    Direct Vessel Profit (1)   $ 5,114     $ 6,099     $ 6,862     $ 2,467     $ 6,287  
    Other Costs and Expenses:                              
    Lease expense   $ 63     $ 55     $ 57     $ 76     $ 102  
    Depreciation and amortization     1,397       1,473       1,934       1,933       1,933  

    __________________
    (1) See full description of footnote above.
    (2) Includes available days for a bareboat charter for one PSV, which has been excluded from days worked and average day rates.

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED PERFORMANCE BY VESSEL CLASS
    (in thousands, except statistics)
     
              Three Months Ended  
        Jun. 30,
    2025
        Mar. 31,
    2025
        Dec. 31,
    2024
        Sep. 30,
    2024
        Jun. 30,
    2024
     
    AHTS                              
    Time Charter Statistics:                              
    Average rates per day worked   $     $     $ 10,410     $ 10,316     $ 8,125  
    Fleet utilization     %     %     79 %     46 %     49 %
    Fleet available days                 178       334       364  
    Out-of-service days for repairs, maintenance and drydockings                 28       87       29  
    Out-of-service days for cold-stacked status                       58       91  
    Operating Revenues:                              
    Time charter   $ (22 )   $ 15     $ 1,465     $ 1,576     $ 1,459  
    Other marine services     (9 )     9             13       219  
          (31 )     24       1,465       1,589       1,678  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel   $ 9     $ 1     $ 595     $ 981     $ 1,045  
    Repairs and maintenance     255       38       128       239       465  
    Drydocking                 5       436       280  
    Insurance and loss reserves     (4 )           49       66       97  
    Fuel, lubes and supplies     (125 )     66       25       90       69  
    Other     (4 )     12       210       263       230  
          131       117       1,012       2,075       2,186  
    Other Costs and Expenses:                              
    Lease expense   $     $     $ 7     $ 4     $ 164  
    Depreciation and amortization     3       4       122       175       175  
                                   
    FSV                              
    Time Charter Statistics:                              
    Average rates per day worked   $ 13,468     $ 13,786     $ 13,643     $ 13,102     $ 12,978  
    Fleet utilization     67 %     71 %     72 %     81 %     80 %
    Fleet available days     1,935       1,980       2,024       2,024       2,002  
    Out-of-service days for repairs, maintenance and drydockings     181       135       118       96       128  
    Out-of-service days for cold-stacked status     270       90       92       83       36  
    Operating Revenues:                              
    Time charter   $ 17,573     $ 19,357     $ 19,992     $ 21,606     $ 20,698  
    Other marine services     516       762       416       1,012       516  
          18,089       20,119       20,408       22,618       21,214  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel   $ 4,526     $ 4,933     $ 5,078     $ 5,637     $ 5,829  
    Repairs and maintenance     3,542       2,983       4,480       4,378       4,572  
    Drydocking     666       353       426       448       457  
    Insurance and loss reserves     683       517       422       532       546  
    Fuel, lubes and supplies     1,449       1,173       1,586       1,962       993  
    Other     1,428       1,782       2,456       2,238       1,850  
          12,294       11,741       14,448       15,195       14,247  
    Other Costs and Expenses:                              
    Depreciation and amortization   $ 4,703     $ 4,932     $ 4,746     $ 4,744     $ 4,746  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED PERFORMANCE BY VESSEL CLASS (continued)
    (in thousands, except statistics)
     
              Three Months Ended  
        Jun. 30,
    2025
        Mar. 31,
    2025
        Dec. 31,
    2024
        Sep. 30,
    2024
        Jun. 30,
    2024
     
    PSV                              
    Time Charter Statistics:                              
    Average rates per day worked   $ 22,231     $ 19,424     $ 17,912     $ 21,819     $ 20,952  
    Fleet utilization     68 %     55 %     72 %     58 %     66 %
    Fleet available days (1)     1,738       1,890       1,932       1,932       1,900  
    Out-of-service days for repairs, maintenance and drydockings     247       396       117       349       291  
    Operating Revenues:                              
    Time charter   $ 26,440     $ 20,286     $ 24,865     $ 24,488     $ 26,390  
    Bareboat charter     838       708       364       372       364  
    Other marine services     433       508       1,561       2,855       2,266  
          27,711       21,502       26,790       27,715       29,020  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel   $ 8,567     $ 8,351     $ 8,999     $ 9,360     $ 8,979  
    Repairs and maintenance     3,799       3,949       4,101       3,798       3,151  
    Drydocking     1,993       2,513       1,046       2,629       2,616  
    Insurance and loss reserves     906       631       618       636       1,037  
    Fuel, lubes and supplies     1,858       2,594       2,379       3,594       1,575  
    Other     2,199       2,018       2,566       2,821       1,850  
          19,322       20,056       19,709       22,838       19,208  
    Other Costs and Expenses:                              
    Lease expense   $     $     $     $ (3 )   $ 3  
    Depreciation and amortization     3,943       4,133       4,122       4,117       4,128  

    __________________
    (1) Includes available days for a bareboat charter for one PSV, which has been excluded from days worked and average day rates.

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED PERFORMANCE BY VESSEL CLASS (continued)
    (in thousands, except statistics)
     
              Three Months Ended  
        Jun. 30,
    2025
        Mar. 31,
    2025
        Dec. 31,
    2024
        Sep. 30,
    2024
        Jun. 30,
    2024
     
    Liftboats                              
    Time Charter Statistics:                              
    Average rates per day worked   $ 31,904     $ 39,559     $ 39,326     $ 36,423     $ 43,204  
    Fleet utilization     67 %     44 %     68 %     58 %     54 %
    Fleet available days     637       713       736       736       728  
    Out-of-service days for repairs, maintenance and drydockings     194       87       41       109       143  
    Out-of-service days for cold-stacked status           83       92       92       91  
    Operating Revenues:                              
    Time charter   $ 13,682     $ 12,275     $ 19,773     $ 15,643     $ 17,102  
    Other marine services     1,168       1,289       1,177       1,142       666  
          14,850       13,564       20,950       16,785       17,768  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel   $ 5,673     $ 5,247     $ 5,678     $ 5,926     $ 6,842  
    Repairs and maintenance     6,022       1,571       1,722       1,531       2,054  
    Drydocking     2,484       1,003       990       2,555       2,857  
    Insurance and loss reserves     1,376       1,241       1,384       1,334       1,482  
    Fuel, lubes and supplies     1,114       712       894       928       1,329  
    Other     803       482       860       473       519  
          17,472       10,256       11,528       12,747       15,083  
    Other Costs and Expenses:                              
    Depreciation and amortization     3,424       3,719       3,866       3,866       3,865  
                                   
    Other Activity                              
    Operating Revenues:                              
    Other marine services   $ 191     $ 290     $ 195     $ 209     $ 187  
          191       290       195       209       187  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel   $ 194     $ 5     $ 15     $ 36     $ (1,129 )
    Repairs and maintenance     30       (21 )     2       (1 )     2  
    Insurance and loss reserves     21       (236 )           16       (63 )
    Fuel, lubes and supplies           1                    
    Other     29       9       12       1       (14 )
          274       (242 )     29       52       (1,204 )
    Other Costs and Expenses:                              
    Lease expense   $ 325     $ 337     $ 340     $ 363     $ 319  
    Depreciation and amortization     17       22       23       26       25  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands)

       
        Jun. 30, 2025     Mar. 31, 2025     Dec. 31, 2024     Sep. 30, 2024     Jun. 30, 2024    
    ASSETS                                
    Current Assets:                                
    Cash and cash equivalents   $ 34,381     $ 42,988     $ 59,491     $ 35,601     $ 40,605    
    Restricted cash     17,174       2,440       16,649       2,263       2,255    
    Receivables:                                
    Trade, net of allowance for credit loss     63,287       63,946       69,888       76,497       70,770    
    Other     10,439       8,811       7,913       7,841       6,210    
    Tax receivable     507       1,602       1,601       983       983    
    Inventories     2,539       2,827       2,760       3,139       3,117    
    Prepaid expenses and other     4,716       6,075       4,406       4,840       5,659    
    Assets held for sale           12,195       10,943             500    
    Total current assets     133,043       140,884       173,651       131,164       130,099    
    Property and Equipment:                                
    Historical cost     887,408       881,961       900,414       921,445       921,443    
    Accumulated depreciation     (377,265 )     (365,422 )     (367,448 )     (362,604 )     (349,799 )  
          510,143       516,539       532,966       558,841       571,644    
    Construction in progress     31,772       27,248       11,904       11,935       11,518    
    Net property and equipment     541,915       543,787       544,870       570,776       583,162    
    Right-of-use asset – operating leases     1,179       3,293       3,436       3,575       3,683    
    Right-of-use asset – finance leases     25       28       36       19       28    
    Investments, at equity, and advances to 50% or less owned companies     2,310       4,507       3,541       2,046       2,641    
    Other assets     1,558       1,665       1,577       1,864       1,953    
    Total assets   $ 680,030     $ 694,164     $ 727,111     $ 709,444     $ 721,566    
    LIABILITIES AND EQUITY                                
    Current Liabilities:                                
    Current portion of operating lease liabilities   $ 543     $ 540     $ 606     $ 494     $ 861    
    Current portion of finance lease liabilities     11       11       17       17       26    
    Current portion of long-term debt     30,000       30,000       27,500       28,605       28,605    
    Accounts payable     26,737       28,445       29,236       22,744       17,790    
    Other current liabilities     24,182       16,414       27,683       28,808       23,795    
    Total current liabilities     81,473       75,410       85,042       80,668       71,077    
    Long-term operating lease liabilities     812       2,926       2,982       3,221       3,276    
    Long-term finance lease liabilities     14       17       20       4       5    
    Long-term debt     310,980       310,108       317,339       272,325       277,740    
    Deferred income taxes     18,330       20,312       22,037       26,802       30,083    
    Deferred gains and other liabilities     625       1,356       1,369       1,416       1,447    
    Total liabilities     412,234       410,129       428,789       384,436       383,628    
    Equity:                                
    SEACOR Marine Holdings Inc. stockholders’ equity:                                
    Common stock     281       293       287       287       286    
    Additional paid-in capital     468,669       480,904       479,283       477,661       476,020    
    Accumulated deficit     (202,816 )     (196,089 )     (180,600 )     (154,374 )     (138,028 )  
    Shares held in treasury     (9,639 )     (9,628 )     (8,110 )     (8,110 )     (8,110 )  
    Accumulated other comprehensive income, net of tax     10,980       8,234       7,141       9,223       7,449    
          267,475       283,714       298,001       324,687       337,617    
    Noncontrolling interests in subsidiaries     321       321       321       321       321    
    Total equity     267,796       284,035       298,322       325,008       337,938    
    Total liabilities and equity   $ 680,030     $ 694,164     $ 727,111     $ 709,444     $ 721,566    
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)
     
                    Three Months Ended  
        Jun. 30, 2025     Mar. 31, 2025     Dec. 31, 2024     Sep. 30, 2024     Jun. 30, 2024  
    Cash Flows from Operating Activities:                              
    Net Loss   $ (6,727 )   $ (15,489 )   $ (26,226 )   $ (16,346 )   $ (12,483 )
    Adjustments to reconcile net loss to net cash (used in) provided by operating activities:                              
    Depreciation and amortization     12,090       12,810       12,879       12,928       12,939  
    Deferred financing costs amortization     43       43       254       298       297  
    Stock-based compensation expense     1,510       1,627       1,622       1,604       1,587  
    Debt discount amortization     232       226       1,799       2,061       1,993  
    Allowance for credit losses     (213 )     (407 )     59       101       39  
    (Gains) losses from equipment sales, retirements or impairments     (19,163 )     (5,809 )     (11,624 )     (1,821 )     (37 )
    Losses on debt extinguishment                 28,252              
    Derivative (gains) losses     (87 )     (125 )     536       (67 )     (104 )
    Interest on finance lease     1       1       2             1  
    Settlements on derivative transactions, net           (373 )                  
    Currency losses (gains)     2,119       1,196       (1,308 )     1,717       560  
    Deferred income taxes     (1,982 )     (1,725 )     (4,766 )     (3,281 )     (3,790 )
    Equity (earnings) losses     (218 )     (889 )     (1,430 )     (1,012 )     (966 )
    Dividends received from equity investees     3,199                   1,498       1,418  
    Changes in Operating Assets and Liabilities:                              
    Accounts receivables     284       5,333       5,448       (7,411 )     (6,928 )
    Other assets     1,901       (1,681 )     1,338       1,032       (2,395 )
    Accounts payable and accrued liabilities     4,934       (6,204 )     1,693       9,325       (4,378 )
    Net cash (used in) provided by operating activities     (2,077 )     (11,466 )     8,528       626       (12,247 )
    Cash Flows from Investing Activities:                              
    Purchases of property and equipment     (10,213 )     (20,795 )     (3,010 )     (210 )     (658 )
    Proceeds from disposition of property and equipment     31,592       8,472       22,441       2,331       86  
    Net cash (used in) provided by investing activities     21,379       (12,323 )     19,431       2,121       (572 )
    Cash Flows from Financing Activities:                              
    Payments on long-term debt     (7,500 )     (5,000 )     (2,479 )     (7,770 )     (6,533 )
    Payments on debt extinguishment                 (328,712 )            
    Payments on debt extinguishment cost                 (3,671 )            
    Proceeds from issuance of long-term debt, net of debt discount and issuance costs     8,097       (396 )     345,192              
    Payments on finance leases     (4 )     (9 )     (13 )     (10 )     (9 )
    Payments for repurchase of common stock     (7,089 )                        
    Payments for repurchase of warrants     (6,668 )                        
    Proceeds from exercise of stock options and warrants                       38       102  
    Tax withholdings on restricted stock vesting     (11 )     (1,518 )                 (39 )
    Net cash (used in) provided by financing activities     (13,175 )     (6,923 )     10,317       (7,742 )     (6,479 )
    Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents                       (1 )     (1 )
    Net Change in Cash, Restricted Cash and Cash Equivalents     6,127       (30,712 )     38,276       (4,996 )     (19,299 )
    Cash, Restricted Cash and Cash Equivalents, Beginning of Period     45,428       76,140       37,864       42,860       62,159  
    Cash, Restricted Cash and Cash Equivalents, End of Period   $ 51,555     $ 45,428     $ 76,140     $ 37,864     $ 42,860  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED FLEET COUNTS

     
        Owned     Managed     Total  
    June 30, 2025                  
    AHTS           1       1  
    FSV     21       1       22  
    PSV     19             19  
    Liftboats     7             7  
          47       2       49  
    December 31, 2024                  
    AHTS           2       2  
    FSV     22       1       23  
    PSV     21             21  
    Liftboats     8             8  
          51       3       54  

    The MIL Network

  • MIL-OSI: StoneX Group Inc. to Announce 2025 Fiscal Third Quarter Earnings on August 5, 2025

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 30, 2025 (GLOBE NEWSWIRE) — StoneX Group Inc. (NASDAQ: SNEX) today announced that it will release its fiscal 2025 third quarter results after the market close on Tuesday, August 5, 2025. Management will host a conference call on Wednesday, August 6, 2025 at 9:00 a.m. Eastern Time to review the Company’s 2025 fiscal third quarter results.

    A live web cast of the conference call as well as additional information to review during the call will be made available in PDF form at https://www.stonex.com. Participants can also access the call via https://register-conf.media-server.com/register/BI844176c186b3462a83744b4b3946a567 approximately ten minutes prior to the start time. Participants may preregister for the conference call here.

    For those who cannot access the live broadcast, a replay of the call will be available at https://www.stonex.com.

    About StoneX Group Inc.

    StoneX Group Inc., through its subsidiaries, operates a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. The Company strives to be the one trusted partner to its clients, providing its network, product and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. A Fortune-500 company headquartered in New York City and listed on the Nasdaq Global Select Market (NASDAQ:SNEX), StoneX Group Inc. and its more than 4,700 employees serve more than 54,000 commercial, institutional, and global payments clients, and more than 400,000 self-directed/retail accounts, from more than 80 offices spread across six continents. Further information on the Company is available at www.stonex.com.

    CONTACT: StoneX Group Inc.

    Investor Inquiries:

    Kevin Murphy
    (212) 403 – 7296
    kevin.murphy@stonex.com

    SNEX-G

    The MIL Network

  • MIL-OSI: Euronet and CoreCard Announce Merger Agreement to Unlock Global Opportunities in Credit Card Issuing and Processing

    Source: GlobeNewswire (MIL-OSI)

    LEAWOOD, Kan. and NORCROSS, Ga., July 30, 2025 (GLOBE NEWSWIRE) — Euronet (NASDAQ: EEFT), a global leader in payments processing and cross-border transactions, and CoreCard Corporation (NYSE: CCRD), a leading provider of innovative credit technology solutions and processing services to the financial technology and services market, today announced they have entered into a definitive agreement for Euronet to acquire CoreCard in a stock-for-stock merger transaction that values CoreCard at approximately $248 million, or $30 per share of CoreCard common stock. The exchange ratio and other terms of the transaction are described below.

    The proposed transaction marks a pivotal step in accelerating Euronet’s strategic goal of a more diversified, future-ready revenue mix, that is anchored in scalable, modern platforms designed for the next generation of digital financial services across the globe.

    Acquisition to Add a Proven Credit Card Platform and Marquee Clients to Fuel Euronet’s Growth Strategy

    CoreCard’s platform is proven and trusted by some of the most respected names in finance and technology, and has been instrumental in launching one of the most successful co-branded credit card offerings in U.S. history in partnership with Goldman Sachs. This credibility, combined with CoreCard’s deep expertise in credit products, positions Euronet to compete in a sizeable market traditionally dominated by a few legacy providers.

    The CoreCard modern architecture enables faster deployment, easier integrations, and the flexibility to support rapid innovation, which are key advantages in today’s world of payments, where banks and fintechs are looking to embed financial experiences in their customer journeys. This has enabled CoreCard to support diverse, bespoke use cases for fintech innovators such as Cardless, who has recently been chosen as the partner for the Coinbase credit card.

    “More than a product expansion, this acquisition will be a catalyst for long-term growth, and we expect it to be accretive in the first full year post close,” said Michael J. Brown, Euronet’s Chairman and Chief Executive Officer. “By integrating CoreCard’s platform with our own Ren architecture and global distribution network, we will be positioned to become a leading modern card issuer and innovation partner for the next generation of digital finance. This acquisition is a natural extension of our strategy to invest in scalable, high-margin businesses that align with long-term market trends. We also value and respect the work of CoreCard’s employees, who we are eager to welcome to Euronet, and we look forward to their contributions to our company in the future.”

    “Joining Euronet marks an exciting new chapter for CoreCard,” said Leland Strange, CEO of CoreCard. “Our team has built a modern, resilient credit card processing platform that serves some of the largest companies and financial institutions in the world. We’re excited to bring our capabilities to a global stage. We have spent a lot of time and diligence over the last year exploring the right ‘fit’ for what our team has built over many years, and we believe this is a great outcome for the team and our shareholders. We are joining with a company that has also been built on a strong foundation over many years that has kept a strong team and customer-focused culture with a focus on innovation.”

    Time and Approvals

    The transaction has been approved by the boards of directors of both Euronet and CoreCard, and is expected to close in late 2025, subject to approval by CoreCard shareholders and the satisfaction of certain other customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

    Transaction Details

    Under the terms of the merger agreement, each share of CoreCard common stock will be exchanged for a number of shares of Euronet common stock equal to an exchange ratio between 0.2783 and 0.3142, calculated as $30 divided by the volume weighted average share price of Euronet common stock over the 15-trading day period ending on and including the second to last trading day prior to the closing date (the “Final Euronet Stock Price”), subject to a floor of $95.48 per share and a ceiling of $107.80 per share. CoreCard shareholders will receive 0.3142 Euronet shares for each of their CoreCard shares if the Final Euronet Stock Price is at or below $95.48, and 0.2783 Euronet shares for each of their CoreCard shares if the Final Euronet Stock Price is at or above $107.80.

    Advisors

    Stinson LLP is acting as outside counsel to Euronet. Kilpatrick Townsend & Stockton LLP is acting as outside counsel to CoreCard. Keefe, Bruyette & Woods, a Stifel Company, provided certain financial advice to the board of directors of CoreCard.

    About CoreCard

    CoreCard Corporation (NYSE: CCRD) provides a modern card issuing platform built for the future of global transactions in an embedded digital world. Dedicated to continual technological innovation in the ever-evolving payments industry backed by decades of deep expertise in credit card offerings, CoreCard helps customers conceptualize, implement, and manage all aspects of their issuing card programs. Keenly focused on steady, sustainable growth, CoreCard has earned the trust of some of the largest companies and financial institutions in the world, providing truly real-time transactions via their proven, reliable platform operating on private on-premise and leading cloud technology infrastructure.

    About Euronet

    A global leader in payments processing and cross-border transactions, Euronet moves money in all the ways consumers and businesses depend upon. This includes money transfers, credit/debit processing, ATMs, point-of-sale services, branded payments, currency exchange and more. With products and services in more than 200 countries and territories provided through its own brand and branded business segments, Euronet and its financial technologies and networks make participation in the global economy easier, faster and more secure for everyone. Visit the company’s website at www.euronetworldwide.com

    Cautionary Statement Regarding Forward-Looking Statements

    This communication contains “forward-looking statements” within the United States Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may,” “will,” “should,” “can,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue,” “target,” “poised,” “advance,” “drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,” “ambitions,” “aspire” and similar expressions, and variations or negative of such terms or other variations thereof. Words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements.

    Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such statements regarding the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement’), dated as of July 30, 2025, by and among CoreCard, Euronet and Genesis Merger Sub Inc. (the “Transaction”), including the expected timing of the closing of the Transaction; future financial and operating results; benefits and synergies of the Transaction; future opportunities for the combined company; the conversion of equity interests contemplated by the Merger Agreement; the issuance of common stock of Euronet contemplated by the Merger Agreement; the expected filing by Euronet with the SEC of the Registration Statement and the proxy statement/prospectus; the ability of the parties to complete the proposed Transaction considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Euronet and CoreCard, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the possibility that CoreCard’s shareholders may not approve the Transaction; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of Euronet’s common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of CoreCard or Euronet to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder, regulatory and other stakeholder approvals and support; the risk of potential litigation relating to the Transaction that could be instituted against CoreCard or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk of rating agency actions and Euronet’s ability to access short- and long-term debt markets on a timely and affordable basis; the risk of various events that could disrupt operations, including: conditions in world financial markets and general economic conditions; inflation; the war in Ukraine and the related economic sanctions; and military conflicts in the Middle East.

    These risks, as well as other risks related to the proposed Transaction, will be described in the Registration Statement that will be filed with the SEC in connection with the proposed Transaction. While the list of factors presented here and the list of factors to be presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Additional factors that may affect future results are contained in each company’s filings with the SEC, including each company’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available at the SEC’s website http://www.sec.gov. Euronet regularly posts important information to the investor relations section of its website. Any forward-looking statements made in this release speak only as of the date of this release. Except as may be required by law, neither Euronet nor CoreCard intends to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances.

    Important Information for Investors and Stockholders

    In connection with the proposed transaction, Euronet plans to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement of CoreCard that also constitutes a prospectus of Euronet, and any other documents in connection with the transaction. After the Registration Statement has been declared effective by the SEC, the definitive proxy statement/prospectus will be sent to the holders of common stock of CoreCard. INVESTORS AND SHAREHOLDERS OF CORECARD AND EURONET ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EURONET, CORECARD, THE TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by Euronet or CoreCard with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. Alternatively, investors and stockholders may obtain free copies of documents that are filed or will be filed with the SEC by Euronet, including the registration statement and the proxy statement/prospectus, on Euronet’s website at https://ir.euronetworldwide.com/for-investors, and may obtain free copies of documents that are filed or will be filed with the SEC by CoreCard, including the proxy statement/prospectus, on CoreCard’s website at https://investors.CoreCard.com/. The information included on, or accessible through, Euronet’s or CoreCard’s website is not incorporated by reference into this press release.

    No Offer or Solicitation

    This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

    Participants in the Solicitation

    Euronet and CoreCard and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from CoreCard’s shareholders in connection with the proposed Transaction. A description of participants’ direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus relating to the proposed Transaction when it is filed with the SEC. Information regarding Euronet’s directors and executive officers is contained in the definitive proxy statement, dated April 4, 2025, for its 2025 annual meeting of stockholders, and in Euronet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Information regarding CoreCard’s directors and executive officers is contained in CoreCard’s definitive proxy statement, dated April 14, 2025, for its 2025 annual meeting of shareholders, and CoreCard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Additional information regarding ownership of Euronet’s securities by its directors and executive officers, and of ownership of CoreCard’s securities by its directors and executive officers, is included in each such person’s SEC filings on Forms 3 and 4. These documents and the other SEC filings described in this paragraph may be obtained free of charge as described above under the heading “Important Information for Investors and Stockholders.”

    The MIL Network

  • MIL-OSI: Indicio and Black Mountain Investment Group Partner to Modernize KYC and Digital Identity Verification for Exchanges, Banks, and Law Firms

    Source: GlobeNewswire (MIL-OSI)

    Salt Lake City, Utah, July 30, 2025 (GLOBE NEWSWIRE) —  Today, Indicio and Black Mountain Investment Group (“BMIG”) announced a strategic partnership to revolutionize KYC and identity verification processes for the financial and legal industries. 
    This partnership combines Indicio’s market-leading decentralized identity and authenticated biometric technology with Black Mountain’s expertise in business solutions to create a much-needed bridge between traditional and decentralized finance that delivers scalable, fraud-resistant technologies for institutions operating in increasingly global and regulated markets.
    Global regulatory changes are accelerating growth in the cross-border asset ecosystem and fueling the evolution of decentralized finance (DeFi). Indicio and Black Mountain have developed proprietary technology that allows for a new, decentralized approach to verify investor, institution, and asset identities. This KYC is critical to scaling transactions in secure, fraud-resistant, and compliant ways. 
    Indicio developed the most powerful decentralized digital identity solution in the marketplace by incorporating authenticated biometrics in Verifiable Credentials trust-anchored to a blockchain with real encryption. This significantly increases the level of identity assurance for remote onboarding, KYC, and digital transactions- which can now be performed more rapidly and reliably than ever before by investors and institutions through the use of this technology. 
    “Indicio has developed an architectural approach to digital identity that meets the rapidly evolving needs of conventional and decentralized finance around KYC, account access, and digital asset management,” said Heather Dahl, CEO of Indicio. “We’re really excited to work with Black Mountain Investment Group to advance secure, seamless, decentralized trust for global financial transactions.”
    “Trusted digital identity verification is a serious catalyst for advancing the digital transformation of and unlocking liquidity in global finance,” remarks Elijah Levine, CEO of BMIG. “It’s all too often that you work with the biggest and best banks and exchanges and they still operate on outdated and cumbersome KYC verification standards that are also often restricted to US-based financial transactions. When we saw the work that Indicio has been doing with biometric authentication and tamper-proof digital credentials in travel, not only did we want to invest immediately in their main business, but we also recognized that their tech is shockingly translatable to the finance industry.” 
    “We see a path towards rapid scale and believe that this technology should be implemented immediately across the biggest and best institutions in global finance for their own internal protection and liability purposes, outside of the efficiencies and liquidity that will be immediately unlocked. This partnership is centered around delivering innovative solutions that integrate the very latest technology into the rapidly expanding market of secure, privacy-preserving global asset transfers.”
    About Indicio
    Indicio is a global leader in Verifiable Credentials, decentralized identity, and digital trust infrastructure. From powering national identity pilots to enabling seamless international travel, Indicio helps governments and businesses build data and identity systems that are secure, privacy-preserving, and interoperable across borders and industries.
    About Black Mountain Investment Group

    Black Mountain Investment Group (“BMIG”) is a technology-driven back-office platform and entrepreneurial ecosystem designed to power the next generation of funds and businesses. BMIG provides operational support, strategic insight, and scalable infrastructure, empowering organizations to navigate growth and innovation at the intersection of traditional and decentralized finance.

    Elijah Levine
    hello@blackmountainig.com
    blackmountainig.com 
    Indicio.tech   

    The MIL Network

  • MIL-OSI: Abacus Global Management Announces Successful Completion of Exchange Offer and Consent Solicitation

    Source: GlobeNewswire (MIL-OSI)

    ORLANDO, Fla., July 30, 2025 (GLOBE NEWSWIRE) — Abacus Global Management, Inc. (“Abacus” or the “Company”) (NASDAQ: ABL), a leader in the alternative asset management space, today announced the completion of its previously announced exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its (i) outstanding public warrants (the “public warrants”) and (ii) outstanding private placement warrants (the “private placement warrants” and, together with the public warrants, the “warrants”) to purchase shares of common stock, par value $0.0001 per share, of the Company (“common stock”). The Company’s common stock and public warrants are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbols “ABL” and “ABLLW,” respectively. The Company issued 4,183,160 shares of common stock in exchange for the warrants tendered in the Offer.

    On July 30, 2025, the Company and Continental Stock Transfer & Trust Company entered into the related amendment to the warrant agreement governing the warrants (the “Warrant Amendment”). Pursuant to the Warrant Amendment, the Company has exercised its right to exchange each warrant that is outstanding upon the closing of the Offer for 0.207 shares of common stock per warrant, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Post-Offer Exchange”). The Company has fixed the date for the Post-Offer Exchange as August 14, 2025.

    As a result of the completion of the Offer and the Post-Offer Exchange, no warrants will remain outstanding. Accordingly, the public warrants are expected to be suspended from trading on the Nasdaq as of the close of business on August 14, 2025, and will be delisted. The shares of common stock will continue to be listed and trade on the Nasdaq under the symbol “ABL.” Following completion of the Offer, there are approximately 102,050,981 shares of common stock outstanding (an increase of approximately 4% from prior to the closing of the Offer), and following completion of the Post-Offer Exchange there will be approximately 102,555,154 shares of common stock outstanding (an increase of approximately 5% from prior to the closing of the Offer and the Post-Offer Exchange).

    The Company engaged SG Americas Securities, LLC as the dealer manager for the Offer and Consent Solicitation, D.F. King & Co., Inc. as the information agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the exchange agent for the Offer and Consent Solicitation.

    About Abacus

    Abacus Global Management (NASDAQ: ABL) is a leading financial services company specializing in alternative asset management, data-driven wealth solutions, technology innovations, and institutional services. With a focus on longevity-based assets and personalized financial planning, Abacus leverages proprietary data analytics and decades of industry expertise to deliver innovative solutions that optimize financial outcomes for individuals and institutions worldwide.

    Contacts:

    Investor Relations
    Robert F. Phillips – SVP Investor Relations and Corporate Affairs rob@abacusgm.com
    (321) 290-1198

    David Jackson – Managing Director of Investor Relations david@abacusgm.com
    (321) 299-0716

    Abacus Global Management Public Relations
    press@abacusgm.com

    The MIL Network

  • MIL-OSI: Gran Tierra Energy Inc. Reports Second Quarter 2025 Results & Another Quarter of Record Production

    Source: GlobeNewswire (MIL-OSI)

    • Achieved Record Total Company Average Quarterly Production of 47,196 boepd
    • Funds Flow From Operations(1)of $54 million, Adjusted EBITDA(1)of $77 million and Return to Free Cash Flow
    • Signed Mandate Letter for Funding of Up to $200 Million
    • Entered into Binding Agreement to Exit the UK North Sea
    • Achieved Company Record Total of 32 Million Hours Without a Lost Time Injury
    • Recorded Operating Costs per boe of $13.42 for the Quarter – the Lowest Since The First Quarter of 2022

    CALGARY, Alberta, July 30, 2025 (GLOBE NEWSWIRE) — Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE) (TSX:GTE) (LSE: GTE) announced the Company’s financial and operating results for the quarter ended June 30, 2025 (the “Quarter”) and provided an operational update. All dollar amounts are in United States (“U.S.”) dollars and all production volumes are on an average working interest before royalties (“WI”) basis unless otherwise indicated. Production is expressed in barrels (“bbl”) of oil equivalent (“boe”) per day (“boepd” or “boe/d”) and are based on WI sales before royalties. For per boe amounts based on net after royalty (“NAR”) production, see Gran Tierra’s Quarterly Report on Form 10-Q filed July 30, 2025.

    Message to Shareholders

    Gary Guidry, President and Chief Executive Officer of Gran Tierra, commented: “Gran Tierra delivered record-setting production this quarter, reflecting the strength of our diversified portfolio and consistent operational execution across Colombia, Ecuador, and Canada.

    In Ecuador, we are building on the momentum of our Iguana Block discoveries with the planned drilling of two high-impact exploration wells in the Charapa Block later this year. In Colombia, the successful development drilling at Costayaco and Cohembi, along with the strong early waterflood response in Cohembi’s north area, underscores the ongoing potential of our core assets and validates our disciplined approach to reservoir management. In Acordionero, our proactive waterflood management, surface facility upgrades, pump upsizes and ongoing improvement in electrical submersible pump run lives continue to mitigate base decline.

    In Canada, our Montney and Clearwater assets are delivering encouraging results, with three gross-wells (1.2 net) brought on stream in the Quarter, outperforming expectations. These outcomes further reinforce our strategy of disciplined capital allocation and balanced growth as we focus on generating long-term value for our stakeholders.

    We continue to optimize our portfolio with the signed disposition of the UK North Sea assets, which is expected to close in the third quarter of 2025.”

    Operational Update:

    • Safety: Since 2022, Gran Tierra has achieved a record of 32 million person-hours equating to more than 3 years without a lost time injury.
    • Ecuador
      • Building on the successful discoveries in the Iguana Block during the first quarter of 2025, civil works are currently underway to support the drilling of the final two wells under Gran Tierra’s exploration commitments in the country. These wells are planned for the Charapa Block in the Conejo prospect, with drilling expected to commence toward the end of the third quarter of 2025.
    • Colombia
      • Gran Tierra successfully drilled the first of three development wells planned for 2025 in the northern area of the Costayaco field. The Costayaco-63 well was perforated in four productive sands, stimulated, and placed on immediate production. The well is currently producing ~800 bbls of oil per day (“bopd”) with a 48% watercut compared to an average field watercut of 92%. In July, the second well—Costayaco-64—was drilled, stimulated and completed. The well is currently producing ~1,300 bopd with a 13% watercut. The final well, Costayaco-65, was spud on July 20, 2025 and is scheduled to be brought on production in August 2025.
      • During the Quarter the remaining two wells of the 2025 five well Cohembi program were brought onto production. The average drilling cost of the five wells was ~$3.0 million per well, representing a 47% reduction from the prior operator’s average last five wells drilled in 2017/18. As part of the program and to support pressure, water injection began on May 30, 2025. A strong waterflood response and increase of greater than 2,600 bopd gross across the northern part of the field has been observed and continues to improve.
      • The Cristobal well in LLA-85 was drilled below budget to total depth (“TD”) and abandoned, fulfilling all the commitments on the block.
      • In Acordionero, production in the Quarter averaged ~14,200 bopd compared to ~13,800 bopd in the first quarter of 2025 (the “Prior Quarter”). Increases in base production were achieved by increasing total fluid production through planned electrical submersible pump upsizes, additional surface injection capacity allowing for continued growth of total fluid production and water injection. Record highs were achieved in both total fluid production (~89,400 bbls/day) and water injection (~85,000 bbls/day) during the Quarter.
    • Canada
      • In the Simonette, the first two (1.0 net) Lower Montney wells were completed successfully and brought on stream on April 5, 2025. Results from both wells are currently out-performing management’s current type curves. The third Montney well was spud on June 29, 2025 and reached TD on July 18, 2025. The fourth Montney well was spud on July 22, 2025 and is expected to reach total depth in the first half of August.

    Enhanced Liquidity:

    • Gran Tierra is pleased to announce it has signed a mandate letter with a syndicate of banks for a $200 million prepayment facility backed by crude oil deliveries. The Company is progressing toward full documentation, with closing expected in the third quarter of 2025 and funding anticipated shortly thereafter. The facility is structured to enhance financial flexibility, support long-term capital planning, and optimize the Company’s debt maturity profile. Further details of the prepayment will be announced in due course once final terms are agreed upon.
    • Separately, Gran Tierra recently completed the semi-annual redetermination of its Canadian credit facility, with lenders confirming an unchanged borrowing base of C$100 million. This outcome reflects the continued strength and stability of the Company’s Canadian asset base. The facility provides C$50 million in available commitments, comprised of a C$35 million syndicated facility and a C$15 million operating facility with a maturity date of October 31, 2026. The next redetermination is scheduled on or before November 30, 2025.
    • Gran Tierra also employs a disciplined, risk-managed hedging strategy designed to protect cash flow, support capital planning, and enhance financial stability across commodity cycles. The Company utilizes a diversified mix of oil and gas hedges that provide downside protection while preserving upside exposure. This proactive approach contributed to a $14 million derivative hedging gain booked during the Quarter. The Company also maintains a rolling 12-month hedging program to further mitigate volatility:
      • South American Oil Hedges (Brent): For the second half of 2025, Gran Tierra has hedged approximately 50% of its South American oil production with a weighted average floor of $63.16 per barrel and a ceiling of $76.50 per barrel. For the first half of 2026 the Company has hedged approximately 33% of its South American oil production with a weighted average floor of $61.67 per barrel and a ceiling of $75.58.
      • Canadian Oil Hedges (West Texas Intermediate): For the second half of 2025, Gran Tierra has hedged approximately 60% of its Canadian oil production with a weighted average floor of $61.67 per barrel and a ceiling of $72.37 per barrel. For the first half of 2026 the Company has hedged approximately 50% of its Canadian oil production with a weighted average floor of $56.82 per barrel and a ceiling of $72.01.
      • Canadian Gas Hedges (AECO): For the second half of 2025, Gran Tierra has hedged approximately 40% of its Canadian gas production with a weighted average floor of $2.82 per GJ and a ceiling of $2.96 per GJ.
      • FX Hedges (COP to USD): Starting in April 2025, Gran Tierra entered into a 12-month, $10 million per month hedging program for the COP to USD exchange rate. The hedges have a floor of 4,430 and a ceiling of 4,705.

    Key Highlights of the Quarter:

    • Production: Gran Tierra’s total average WI production was 47,196 boepd, which was 44% higher than the second quarter of 2024 due to the production from the Canadian operations acquired on October 31, 2024 and positive exploration well drilling results in Ecuador. Total average WI production was 1% higher than the Prior Quarter as a result of successful drilling in Simonette, Cohembi infill drilling and waterflood management, strong Acordionero performance and continued exploration success in Ecuador from the Iguana wells. Working interest sales in the Quarter decreased to 45,727 boepd primarily due to the deferral of 143,730 barrels of Ecuador oil production, which were held in inventory at the end of June and subsequently sold in July.
    • Net Income (Loss): Gran Tierra incurred a net loss of $13 million, compared to a net loss of $19 million in the Prior Quarter and net income of $36 million in the second quarter of 2024.
    • Adjusted EBITDA(1): Adjusted EBITDA(1) was $77 million compared to $85 million in the Prior Quarter and $103 million in the second quarter of 2024. Twelve-month trailing net debt(1) to adjusted EBITDA(1) was 2.3 times (only accounts for eight months of Canadian operations adjusted EBITDA) and the Company continues to have a long-term target ratio of 1.0 times.
    • Funds Flow from Operations(1): Funds flow from operations(1) was $54 million ($1.53 per share), up 17% from the second quarter of 2024 and down 3% from the Prior Quarter. Brent price decreased by 11% per bbl compared to the Prior Quarter and our cash netback(1) decreased by 1% illustrating the resiliency of the portfolio.
    • Net Cash Provided by Operating Activities: Net cash provided by operating activities was $35 million ($0.98 per share), down 53% from the Prior Quarter and down 53% from the second quarter of 2024.
    • Cash and Debt: As of June 30, 2025, the Company had a cash balance of $61 million, total debt of $807 million and net debt(1) of $746 million. During the Quarter, the Company drew a total of $45 million on its credit facilities to fund capital expenditures. There were significant capital expenditures in the first quarter, amounting to approximately 40% of budgeted capital expenditures for the year, which were paid in the Quarter resulting in the Company drawing on its credit facilities. We currently forecast the facilities to have a zero balance by the end of the year. In addition to the $61 million cash on hand as of June 30, 2025, the Company currently has approximately $112 million in credit and lending facilities with $47 million drawn as of June 30, 2025.
    • Share Buybacks: Gran Tierra repurchased 239,754 shares of common stock during the Quarter. From January 1, 2023, to July 28, 2025, the Company repurchased approximately 5.2 million shares, or 15% of shares issued and outstanding on January 1, 2023.

    Additional Key Financial Metrics:

    • Capital Expenditures: Capital expenditures were $51 million during the Quarter which were lower than the $95 million in the Prior Quarter and lower than $61 million in the second quarter of 2024. During the Quarter the majority of capital expenditures were incurred in Colombia on Cohembi drilling and infrastructure.
    • Oil, Natural Gas and Natural Gas Liquids (“NGL”) Sales: Gran Tierra generated sales of $152 million, down 8% from the second quarter of 2024 primarily as a result of a 22% decrease in Brent pricing, partially offset by 43% higher sales volumes due to higher production and lower Castilla, Oriente, and Vasconia oil differentials. Oil sales decreased 11% from the Prior Quarter primarily due to an 11% decrease in Brent price, partially offset by lower Castilla, Oriente, and Vasconia oil differentials.
    • South American Quality and Transportation Discounts: The Company’s quality and transportation discounts in South America per bbl were lower during the Quarter at $10.30, compared to $11.58 in the Prior Quarter and $12.79 in the second quarter of 2024. The Castilla oil differential per bbl tightened to $4.73, down from $5.34 in the Prior Quarter and $8.21 in the second quarter of 2024 (Castilla is the benchmark for the Company’s Middle Magdalena Valley Basin oil production). The Vasconia differential per bbl tightened to $1.71, down from $2.27 in the Prior Quarter, and $4.00 in the second quarter of 2024. The Ecuadorian benchmark, Oriente, per bbl was $7.26, down from $7.65 in the Prior Quarter and $8.38 in the second quarter of 2024. The current(2) differentials are approximately $4.38 per bbl for Castilla, $1.38 per bbl for Vasconia, and $7.64 per bbl for Oriente.
    • Operating Expenses: On a per boe basis, operating expenses decreased by 17% when compared to the second quarter of 2024 and 16% when compared to the Prior Quarter, primarily due to lower workover activities and lower lifting costs associated with inventory build-up in Ecuador, power generation, and equipment rentals. This was the lowest operating expense per boe achieved since the first quarter of 2022. Total operating expenses decreased by 17% to $56 million, compared to the Prior Quarter, largely driven by lower workover activities and reduced lifting costs related to power generation, equipment rental, and inventory fluctuation in Ecuador. Compared to the second quarter of 2024, total operating expenses increased by 19% from $47 million, primarily due to the addition of Canadian operations and the ramp-up of activity in Ecuador. The increase in total operating costs is commensurate with the 44% increase in production.
    • Transportation Expenses: The Company’s transportation expenses increased by 10% to $8 million, compared to the Prior Quarter’s transportation expenses of $7 million as a result of incremental sales volumes transported by Canadian operations resulting in higher tolls. When compared to the second quarter of 2024 transportation expenses increased from $6 million due to new Canadian operations, higher sales volumes transported in Ecuador, partially offset by lower sales volumes transported in Colombia.
    • Operating Netback(1)(3): The Company’s operating netback(1)(3) was $21.39 per boe, down 6% from the Prior Quarter and down 45% from the second quarter of 2024, primarily as a result of a decrease in oil pricing. The decrease from the second quarter of 2024 is a result in the change in the Company’s production mix with the addition of the Canadian assets.
    • General and Administrative (“G&A”) Expenses: G&A expenses before stock-based compensation were $3.48 per boe, up from $2.86 per boe in the Prior Quarter, due to the timing of certain annual corporate expenses. G&A expenses before stock-based compensation were down from $3.77 per boe, compared to the second quarter of 2024 as a result of higher sales volumes from the inclusion of Canadian operations in the Quarter.
    • Cash Netback(1): Cash netback(1) per boe decreased to $12.95, compared to $13.04 in the Prior Quarter, primarily as a result of lower operating netback(1) and were offset by lower current income tax expense and positive cash settlement on derivative instruments. Compared to one year ago, cash netback(1) per boe decreased by $2.90 from $15.85 per boe as a result of lower operating netback(1) while being offset by lower current tax expense.

    Financial and Operational Highlights (all amounts in $000s, except per share and boe amounts)

    Consolidated Financial Data Three Months Ended June 30,   Three Months Ended March 31,   Six Months Ended June 30,
      2025 2024   2025   2025 2024
                   
    Net (Loss) Income $(12,741) $36,371   $(19,280)   $(32,021) $36,293
    Per Share – Basic and Diluted $(0.36) $1.16   $(0.54)   $(0.90) $1.15
                   
    Oil, Natural Gas and NGL Sales $152,481 $165,609   $170,533   $323,014 $323,186
    Operating Expenses (55,855) (47,035)   (67,354)   (123,209) (95,501)
    Transportation Expenses (7,618) (5,690)   (6,911)   (14,529) (10,274)
    Operating Netback (1)(3) $89,008 $112,884   $96,268   $185,276 $217,411
                   
    G&A Expenses Before Stock-Based Compensation $14,460 $10,967   $12,143   $26,603 $21,749
    G&A Stock-Based Compensation Expense (Recovery) 546 6,160   (517)   29 9,521
    G&A Expenses, Including Stock Based Compensation $15,006 $17,127   $11,626   $26,632 $31,270
                   
    Adjusted EBITDA (1) $76,987 $103,004   $85,162   $162,149 $197,796
                   
    EBITDA (1) $84,908 $101,187   $79,710   $164,618 $193,078
                   
    Net Cash Provided by Operating Activities $34,677 $73,233   $73,230   $107,907 $134,060
                   
    Funds Flow from Operations (1) $53,906 $46,167   $55,344   $109,250 $120,474
                   
    Capital Expenditures (Before Changes in Working Capital) $51,170 $61,273   $94,727   $145,897 $116,604
                   
    Free Cash Flow (1) $2,736 $(15,106)   $(39,383)   $(36,647) $3,870
                   
    Average Daily Production (boe/d)              
    WI Production Before Royalties 47,196 32,776   46,647   46,923 32,509
    Royalties (7,396) (6,774)   (8,084)   (7,738) (6,586)
    Production NAR 39,800 26,002   38,563   39,185 25,923
    Decrease (Increase) in Inventory (1,469) (811)   461   (509) (288)
    Sales 38,331 25,191   39,024   38,676 25,635
    Royalties, % of WI Production Before Royalties 16% 21%   17%   16% 20%
                   
    Cash Netback ($/boe )(1)              
    Average Realized Price before Royalties 43.71 72.24   48.55   46.14 69.27
    Royalties (7.07) (15.31)   (8.33)   (7.69) (14.16)
    Average Realized Price 36.64 56.93   40.22   38.45 55.11
    Transportation Expenses (1.83) (1.96)   (1.63)   (1.73) (1.75)
    Average Realized Price Net of Transportation Expenses 34.81 54.97   38.59   36.72 53.36
    Operating Expenses (13.42) (16.17)   (15.89)   (14.67) (16.29)
    Operating Netback (1)(3) 21.39 38.80   22.70   22.05 37.07
    G&A Expenses Before Stock-Based Compensation (3.48) (3.77)   (2.86)   (3.17) (3.71)
    Realized Foreign Exchange (Loss) Gain (0.14) 0.37   (0.51)   (0.33) (0.06)
    Cash Settlement on Derivative Instruments 0.39   0.10   0.25
    Interest Expense, Excluding Amortization of Debt Issuance Costs (4.87) (5.38)   (4.58)   (4.72) (5.24)
    Interest Income 0.06 0.35   0.10   0.08 0.29
    Other Gain 0.09     0.04
    Net Lease Payments 0.04 0.02   0.04   0.04 0.07
    Current Income Tax Expense (0.53) (14.54)   (1.95)   (1.25) (7.88)
    Cash Netback (1) $12.95 $15.85   $13.04   $12.99 $20.54
                   
    Share Information (000s)              
    Common Stock Outstanding, End of Period 35,289 31,022   35,524   35,289 31,022
    Weighted Average Number of Shares of Common Stock Outstanding – Basic and Diluted 35,335 31,282   35,777   35,555 31,547
    South American Operational Information Three Months Ended June 30,   Three Months Ended March 31,   Six Months Ended June 30,
      2025 2024   2025   2025 2024
    Operating Netback (1)(3)              
    Oil Sales $118,187 $165,609   $138,671   $256,858 $323,186
    Operating Expenses (42,554) (47,035)   (50,827)   (93,381) (95,501)
    Transportation Expenses (4,176) (5,690)   (4,304)   (8,480) (10,274)
    Operating Netback (1)(3) $71,457 $112,884   $83,540   $154,997 $217,411
                   
    Capital Expenditures (Before Changes in Working Capital) $49,327 $60,806   $64,984   $114,311 $116,137
                   
    Average Daily Production (boe/d)              
    WI Production Before Royalties 29,700 32,776   29,686   29,693 32,509
    Royalties (5,209) (6,774)   (5,844)   (5,525) (6,586)
    Production NAR 24,491 26,002   23,842   24,168 25,923
    Decrease (Increase) in Inventory (1,469) (811)   461   (509) (288)
    Sales 23,022 25,191   24,303   23,659 25,635
    Royalties, % of WI Production Before Royalties 18% 21%   20%   19% 20%
                   
    Operating Netback ($/boe) (1)(3)              
    Brent $66.71 $85.03   $74.98   $70.81 $83.42
    Quality and Transportation Discount (10.30) (12.79)   (11.58)   (10.82) (14.15)
    Royalties (10.41) (15.31)   (12.29)   (11.36) (14.16)
    Average Realized Price 46.00 56.93   51.11   48.63 55.11
    Transportation Expenses (1.63) (1.96)   (1.59)   (1.61) (1.75)
    Average Realized Price Net of Transportation Expenses 44.37 54.97   49.52   47.02 53.36
    Operating Expenses (16.56) (16.17)   (18.73)   (17.68) (16.29)
    Operating Netback (1)(3) $27.81 $38.80   $30.79   $29.34 $37.07
    Canadian Operational Information (4) Three Months Ended June 30,   Three Months Ended March 31,   Six Months Ended June 30,
      2025 2024   2025   2025 2024
    Operating Netback (1)(3)              
    Oil Sales $23,196 $—   $21,269   $44,465 $—
    Natural Gas Sales 6,894   7,561   14,455
    NGL Sales 6,364   7,997   14,361
    Royalties (2,158)   (4,966)   (7,124)
    Oil, Natural Gas and NGL Sales After Royalties $34,296 $—   $31,861   $66,157 $—
    Operating Expenses (13,301)   (16,527)   (29,828)
    Transportation Expenses (3,442)   (2,607)   (6,049)
    Operating Netback (1)(3) $17,553 $—   $12,727   $30,280 $—
                   
    Capital Expenditures (Before Changes in Working Capital) $1,796 $—   $29,360   $31,156 $—
                   
    Average Daily Production              
    Crude Oil (bbl/d) 4,335   3,623   3,981
    Natural Gas (mcf/d) 50,124   49,860   49,992
    NGLs (bbl/d) 4,807   5,029   4,917
    WI Production Before Royalties (boe/d) 17,496   16,961   17,230
    Royalties (boe/d) (2,187)   (2,240)   (2,213)
    Production NAR (boe/d) 15,309   14,721   15,017
    Sales (boe/d) 15,309   14,721   15,017
    Royalties, % of WI Production Before Royalties 13% —%   13%   13% —%
                   
    Benchmark Prices              
    West Texas Intermediate ($/bbl) 63.81 80.82   71.47   67.60 78.95
    AECO Natural Gas Price (C$/GJ) 1.60 1.12   2.05   1.82 1.74
                   
    Average Realized Price              
    Crude Oil ($/bbl) 58.80   65.23   61.71
    Natural Gas ($/mcf) 1.51   1.69   1.60
    NGLs ($/bbl) 14.55   17.67   16.14
                   
    Operating Netback ($/boe) (1)(3)              
    Average Realized Price $22.90 $—   $24.12   $23.50 $—
    Royalties (1.36)   (3.25)   (2.28)
    Transportation Expenses (2.16)   (1.71)   (1.94)
    Operating Expenses (8.35)   (10.83)   (9.56)
    Operating Netback (1)(3) $11.03 $—   $8.33   $9.72 $—


    (1) Funds flow from operations, operating netback, net debt, cash netback, earnings before interest, taxes and depletion, depreciation and accretion (“DD&A”) (EBITDA) and EBITDA adjusted for non-cash lease expense, lease payments, foreign exchange gains or losses, stock-based compensation expense, other gains or losses, transaction costs and financial instruments gains or losses (“Adjusted EBITDA”), cash flow and free cash flow are non-GAAP measures and do not have standardized meanings under generally accepted accounting principles in the United States of America (“GAAP”). Cash flow refers to funds flow from operations. Free cash flow refers to funds flow from operations less capital expenditures. Refer to “Non-GAAP Measures” in this press release for descriptions of these non-GAAP measures and, where applicable, reconciliations to the most directly comparable measures calculated and presented in accordance with GAAP.

    (2) Gran Tierra’s third quarter-to-date 2025 total average differentials and average production are for the period from July 1 to July 30, 2025.
    (3) Operating netback as presented is defined as oil sales less operating and transportation expenses. See the table titled Financial and Operational Highlights above for the components of consolidated operating netback and corresponding reconciliation.
    (4) Gran Tierra entered Canada with the acquisition of i3 Energy which closed October 31, 2024, therefore no comparative data is provided for the corresponding periods of 2024.


    Conference Call Information:

    Gran Tierra will host its second quarter 2025 results conference call on Thursday, July 31, 2025, at 9:00 a.m. Mountain Time, 11:00 a.m. Eastern Time. Interested parties may access the conference call by registering at the following link: https://register-conf.media-server.com/register/BId33e377f2b494c3c95a7fbd1df59627e. The call will also be available via webcast at www.grantierra.com.

    Corporate Presentation:

    Gran Tierra’s Corporate Presentation has been updated and is available on the Company website at www.grantierra.com.

    Contact Information

    For investor and media inquiries please contact:

    Gary Guidry
    President & Chief Executive Officer

    Ryan Ellson
    Executive Vice President & Chief Financial Officer

    +1-403-265-3221

    info@grantierra.com

    About Gran Tierra Energy Inc.

    Gran Tierra Energy Inc., together with its subsidiaries is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador and will continue to pursue additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at www.grantierra.com. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.

    Gran Tierra’s Securities and Exchange Commission (the “SEC”) filings are available on the SEC website at http://www.sec.gov. The Company’s Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

    Forward Looking Statements and Legal Advisories:

    This press release contains opinions, forecasts, projections, and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). All statements other than statements of historical facts included in this press release regarding our business strategy, plans and objectives of our management for future operations, capital spending plans and benefits of the changes in our capital program or expenditures, our liquidity and financial condition, and those statements preceded by, followed by or that otherwise include the words “expect,” “plan,” “can,” “will,” “should,” “guidance,” “forecast,” “budget,” “estimate,” “signal,” “progress”, “anticipates” and “believes,” derivations thereof and similar terms identify forward-looking statements. In particular, but without limiting the foregoing, this press release contains forward-looking statements regarding: : the Company’s expectations regarding committed funding (including but not limited to the signing of a mandate for prepayment structure backed by crude oil deliveries), liquidity and its leverage ratio target, the Company’s plans regarding strategic investments, acquisitions, dispositions, synergies, and growth, the Company’s drilling program and capital expenditures and the Company’s expectations of commodity prices, exploration and production trends and its positioning for 2025. The forward-looking statements contained in this press release reflect several material factors and expectations and assumptions of Gran Tierra including, without limitation, that Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations, pricing and cost estimates (including with respect to commodity pricing and exchange rates), the general continuance of assumed operational, regulatory and industry conditions in Canada, Colombia and Ecuador, and the ability of Gran Tierra to execute its business and operational plans in the manner currently planned.

    Among the important factors that could cause our actual results to differ materially from the forward-looking statements in this press release include, but are not limited to: our ability to successfully integrate the assets and operations of i3 Energy Plc (“i3Energy”) and realize the anticipated benefits and operating synergies expected from the 2024 acquisition of i3 Energy; certain of our operations are located in South America and unexpected problems can arise due to guerilla activity, strikes, local blockades or protests; technical difficulties and operational difficulties may arise which impact the production, transport or sale of our products; other disruptions to local operations; global health events; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including inflation and changes resulting from actual or anticipated tariffs and trade policies, global health crises, geopolitical events, including the conflicts in Ukraine and the Middle East, or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries and the resulting company or third-party actions in response to such changes; changes in commodity prices, including volatility or a prolonged decline in these prices relative to historical or future expected levels; the risk that current global economic and credit conditions may impact oil prices and oil consumption more than we currently predict, which could cause further modification of our strategy and capital spending program; prices and markets for oil and natural gas are unpredictable and volatile; the effect of hedges; the accuracy of productive capacity of any particular field; geographic, political and weather conditions can impact the production, transport or sale of our products; our ability to execute our business plan, which may include acquisitions, and realize expected benefits from current or future initiatives; the risk that unexpected delays and difficulties in developing currently owned properties may occur; the ability to replace reserves and production and develop and manage reserves on an economically viable basis; the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates); the risk profile of planned exploration activities; the effects of drilling down-dip; the effects of waterflood and multi-stage fracture stimulation operations; the extent and effect of delivery disruptions, equipment performance and costs; actions by third parties; the timely receipt of regulatory or other required approvals for our operating activities; the failure of exploratory drilling to result in commercial wells; unexpected delays due to the limited availability of drilling equipment and personnel; volatility or declines in the trading price of our common stock or bonds; the risk that we do not receive the anticipated benefits of government programs, including government tax refunds; our ability to access debt or equity capital markets from time to time to raise additional capital, increase liquidity, fund acquisitions or refinance debt; the risk that we are unable to successfully negotiate final terms and close an anticipated prepayment structure backed by crude oil deliveries, our ability to comply with financial covenants in our indentures and make borrowings under our credit agreements; and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the Securities and Exchange Commission, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K for the year ended December 31, 2024 filed February 24, 2025 and its other filings with the SEC. These filings are available on the SEC website at http://www.sec.gov and on SEDAR+ at www.sedarplus.ca.

    The forward-looking statements contained in this press release are based on certain assumptions made by Gran Tierra based on management’s experience and other factors believed to be appropriate. Gran Tierra believes these assumptions to be reasonable at this time, but the forward-looking statements are subject to risk and uncertainties, many of which are beyond Gran Tierra’s control, which may cause actual results to differ materially from those implied or expressed by the forward looking statements. The risk that the assumptions on which the 2025 outlook are based prove incorrect may increase the later the period to which the outlook relates. All forward-looking statements are made as of the date of this press release and the fact that this press release remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

    The forecasts of expected liquidity to address bond amortization in the fourth quarter of 2026 and that Gran Tierra’s credit facilities would have a zero balance by the end of the year may be considered to be future-oriented financial information or a financial outlook for the purposes of applicable Canadian securities laws. Financial outlook and future-oriented financial information contained in this press release about prospective financial performance, financial position or cash flows are provided to give the reader a better understanding of the potential future performance of the Company in certain areas and are based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available, and to become available in the future. In particular, this press release contains projected operational and financial information for the end of 2025 and the fourth quarter of 2026. These projections contain forward-looking statements and are based on a number of material assumptions and factors set out above. Actual results may differ significantly from the projections presented herein. The actual results of Gran Tierra’s operations for any period could vary from the amounts set forth in these projections, and such variations may be material. See above for a discussion of the risks that could cause actual results to vary. The future-oriented financial information and financial outlooks contained in this press release have been approved by management as of the date of this press release. Readers are cautioned that any such financial outlook and future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed herein. The Company and its management believe that the prospective financial information has been prepared on a reasonable basis, reflecting management’s best estimates and judgments, and represent, to the best of management’s knowledge and opinion, the Company’s expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results.

    Non-GAAP Measures

    This press release includes non-GAAP financial measures as further described herein. These non-GAAP measures do not have a standardized meaning under GAAP. Investors are cautioned that these measures should not be construed as alternatives to net income or loss, cash flow from operating activities or other measures of financial performance as determined in accordance with GAAP. Gran Tierra’s method of calculating these measures may differ from other companies and, accordingly, they may not be comparable to similar measures used by other companies. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as to not imply that more emphasis should be placed on the non-GAAP measure.

    Operating netback, as presented, is defined as oil sales less operating and transportation expenses. See the table entitled Financial and Operational Highlights above for the components of consolidated operating netback and corresponding reconciliation.

    Cash netback as presented is defined as net income or loss adjusted for DD&A expenses, deferred tax expense or recovery, stock-based compensation expense or recovery, amortization of debt issuance costs, non-cash lease expense, lease payments, unrealized foreign exchange gain or loss, other gain or loss and unrealized derivative instruments gain or loss. Management believes that operating netback and cash netback are useful supplemental measures for investors to analyze financial performance and provide an indication of the results generated by Gran Tierra’s principal business activities prior to the consideration of other income and expenses. A reconciliation from net income or loss to cash netback is as follows:

      Three Months Ended June 30,   Three Months Ended March 31,   Six Months Ended June 30,
    Cash Netback – (Non-GAAP) Measure ($000s)   2025     2024       2025       2025     2024  
    Net (Loss) Income $ (12,741 ) $ 36,371     $ (19,280 )   $ (32,021 ) $ 36,293  
    Adjustments to reconcile net loss or income to cash netback              
    DD&A expenses   68,635     55,490       72,202       140,837     111,640  
    Deferred tax expense (recovery)   2,453     (51,361 )     (4,712 )     (2,259 )   (37,882 )
    Stock-based compensation expense (recovery)   546     6,160       (517 )     29     9,521  
    Amortization of debt issuance costs   4,082     2,760       3,833       7,915     6,066  
    Non-cash lease expense   1,725     1,381       1,736       3,461     2,794  
    Lease payments   (1,545 )   (1,311 )     (1,567 )     (3,112 )   (2,369 )
    Unrealized foreign exchange loss (gain)   3,114     (3,323 )     1,687       4,801     (5,589 )
    Other loss   38           52       90      
    Unrealized derivative instrument (gain) loss   (12,401 )         1,910       (10,491 )    
    Cash netback $ 53,906   $ 46,167     $ 55,344     $ 109,250   $ 120,474  

    EBITDA, as presented, is defined as net income or loss adjusted for DD&A expenses, interest expense and income tax expense or recovery. Adjusted EBITDA, as presented, is defined as EBITDA adjusted for non-cash lease expense, lease payments, foreign exchange gain or loss, stock-based compensation expense or recovery, other gain or loss and unrealized derivative instruments gain or loss. Management uses this supplemental measure to analyze performance and income generated by our principal business activities prior to the consideration of how non-cash items affect that income, and believes that this financial measure is useful supplemental information for investors to analyze our performance and our financial results. A reconciliation from net income or loss to EBITDA and adjusted EBITDA is as follows:

      Three Months Ended June 30,   Three Months Ended March 31,   Six Months Ended June 30,   Twelve Month Trailing June 30,
    EBITDA – (Non-GAAP) Measure ($000s)   2025     2024       2025       2025     2024       2025  
    Net (Loss) Income $ (12,741 ) $ 36,371     $ (19,280 )   $ (32,021 ) $ 36,293     $ (65,098 )
    Adjustments to reconcile net loss or income to EBITDA and Adjusted EBITDA                  
    DD&A expenses   68,635     55,490       72,202       140,837     111,640       259,816  
    Interest expense   24,366     18,398       23,235       47,601     36,822       91,245  
    Income tax expense (recovery)   4,648     (9,072 )     3,553       8,201     8,323       41,267  
    EBITDA $ 84,908   $ 101,187     $ 79,710     $ 164,618   $ 193,078     $ 327,230  
    Non-cash lease expense   1,725     1,381       1,736       3,461     2,794       6,590  
    Lease payments   (1,545 )   (1,311 )     (1,567 )     (3,112 )   (2,369 )     (5,778 )
    Foreign exchange loss (gain)   3,716     (4,413 )     3,838       7,554     (5,228 )     3,974  
    Stock-based compensation expense (recovery)   546     6,160       (517 )     29     9,521       215  
    Other loss   38           52       90           90  
    Unrealized derivative instrument (gain) loss   (12,401 )         1,910       (10,491 )         (7,117 )
    Adjusted EBITDA $ 76,987   $ 103,004     $ 85,162     $ 162,149   $ 197,796     $ 325,204  

    Funds flow from operations, as presented, is defined as net income or loss adjusted for DD&A expenses, deferred tax expense or recovery, stock-based compensation expense or recovery, amortization of debt issuance costs, non-cash lease expense, lease payments, unrealized foreign exchange gain or loss, other gain or loss and unrealized gain or loss on derivative instruments. Management uses this financial measure to analyze performance and income or loss generated by our principal business activities prior to the consideration of how non-cash items affect that income or loss, and believes that this financial measure is also useful supplemental information for investors to analyze performance and our financial results. Free cash flow, as presented, is defined as funds flow from operations adjusted for capital expenditures. Management uses this financial measure to analyze cash flow generated by our principal business activities after capital requirements and believes that this financial measure is also useful supplemental information for investors to analyze performance and our financial results. A reconciliation from net income or loss to both funds flow from operations and free cash flow is as follows:

      Three Months Ended June 30,   Three Months Ended March 31,   Six Months Ended June 30,   Twelve Month Trailing June 30,
    Funds Flow From Operations – (Non-GAAP) Measure ($000s)   2025     2024       2025       2025     2024       2025  
    Net (Loss) Income $ (12,741 ) $ 36,371     $ (19,280 )   $ (32,021 ) $ 36,293     $ (65,098 )
    Adjustments to reconcile net loss or income to funds flow from operations                  
    DD&A expenses   68,635     55,490       72,202       140,837     111,640       259,816  
    Deferred tax expense (recovery)   2,453     (51,361 )     (4,712 )     (2,259 )   (37,882 )     7,735  
    Stock-based compensation expense (recovery)   546     6,160       (517 )     29     9,521       215  
    Amortization of debt issuance costs   4,082     2,760       3,833       7,915     6,066       14,767  
    Non-cash lease expense   1,725     1,381       1,736       3,461     2,794       6,590  
    Lease payments   (1,545 )   (1,311 )     (1,567 )     (3,112 )   (2,369 )     (5,778 )
    Unrealized foreign exchange loss (gain)   3,114     (3,323 )     1,687       4,801     (5,589 )     2,497  
    Other loss   38           52       90           90  
    Unrealized derivative instrument (gain) loss   (12,401 )         1,910       (10,491 )         (7,117 )
    Funds flow from operations $ 53,906   $ 46,167     $ 55,344     $ 109,250   $ 120,474     $ 213,717  
    Capital expenditures $ 51,170   $ 61,273     $ 94,727     $ 145,897   $ 116,604     $ 285,471  
    Free cash flow $ 2,736   $ (15,106 )   $ (39,383 )   $ (36,647 ) $ 3,870     $ (71,754 )

    Net debt as of June 30, 2025, was $746 million, calculated using the sum of the aggregate principal amount of 7.75% Senior Notes, 9.50% Senior Notes outstanding and amount drawn on credit facilities, excluding deferred financing fees, totaling $807 million, less cash and cash equivalents of $61 million. Management believes that net debt is a useful supplemental measure for management and investors in order to evaluate the financial sustainability of the Company’s business and leverage. The most directly comparable GAAP measure is total debt.

    Presentation of Oil and Gas Information

    Boes have been converted on the basis of six thousand cubic feet (“Mcf”) natural gas to 1 boe of oil. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of oil as compared with natural gas is significantly different from the energy equivalent of six to one, utilizing a boe conversion ratio of 6 Mcf: 1 boe would be misleading as an indication of value.

    References to a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated volume. Gran Tierra’s reported production is a mix of light crude oil and medium heavy crude oil, tight oil, conventional natural gas, shale gas and natural gas liquids for which there is no precise breakdown since the Company’s sales volumes typically represent blends of more than one product type. Well test results should be considered as preliminary and not necessarily indicative of long-term performance or of ultimate recovery. Well log interpretations indicating oil and gas accumulations are not necessarily indicative of future production or ultimate recovery. If it is indicated that a pressure transient analysis or well-test interpretation has not been carried out, any data disclosed in that respect should be considered preliminary until such analysis has been completed. References to thickness of “oil pay” or of a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated volume.

    This press release contains certain oil and gas metrics, including operating netback and cash netback, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. These metrics are calculated as described in this press release and management believes that they are useful supplemental measures for the reasons described in this press release.

    Such metrics have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

    The MIL Network

  • MIL-OSI: Silicon Motion Announces Results for the Period Ended June 30, 2025

    Source: GlobeNewswire (MIL-OSI)

    Business Highlights

    • Second quarter of 2025 sales increased 19% Q/Q and decreased 6% Y/Y
      • SSD controller sales: 2Q of 2025 increased 0% to 5% Q/Q and decreased 15% to 20% Y/Y
      • eMMC+UFS controller sales: 2Q of 2025 increased 40% to 45% Q/Q and increased 10% to 15% Y/Y
      • SSD solutions sales: 2Q of 2025 increased 0% to 5% Q/Q and decreased 45% to 50% Y/Y

    Financial Highlights

      2Q 2025 GAAP 2Q 2025 Non-GAAP*
     • Net sales $198.7 million (+19% Q/Q, -6% Y/Y) $198.7 million (+19% Q/Q, -6% Y/Y)
     • Gross margin 47.7% 47.7%
     • Operating margin 11.2% 12.8%
     • Earnings per diluted ADS $0.49 $0.69

    *  Please see supplemental reconciliations of U.S. Generally Accepted Accounting Principles (“GAAP”) to all non-GAAP financial measures mentioned herein towards the end of this news release.

    TAIPEI, Taiwan and MILPITAS, Calif., July 31, 2025 (GLOBE NEWSWIRE) — Silicon Motion Technology Corporation (NasdaqGS: SIMO) (“Silicon Motion,” the “Company” or “we”) today announced its financial results for the quarter ended June 30, 2025. For the second quarter of 2025, net sales (GAAP) increased sequentially to $198.7 million from $166.5 million in the first quarter of 2025. Net income (GAAP) decreased to $16.3 million, or $0.49 per diluted American depositary share (“ADS”) (GAAP), from net income (GAAP) of $19.5 million, or $0.58 per diluted ADS (GAAP), in the first quarter of 2025.

    For the second quarter of 2025, net income (non-GAAP) increased to $23.0 million, or $0.69 per diluted ADS (non-GAAP), from net income (non-GAAP) of $20.3 million, or $0.60 per diluted ADS (non-GAAP), in the first quarter of 2025.

    All financial numbers are in U.S. dollars unless otherwise noted.

    Second Quarter of 2025 Review
    “We experienced a strong recovery in our business during the second quarter of 2025 and delivered revenue well above our previously provided range,” stated Wallace Kou, President and CEO of Silicon Motion. “Our industry leading PCIe5 client SSD controller sales grew more than 75% quarter-over-quarter as AI-at-the-edge PCs are beginning to gain market traction and as white box AI server makers continue to leverage mainstream hardware components. Our eMMC and UFS products experienced strong growth during the second quarter of 2025, primarily driven by better-than-anticipated smartphone sales and market share gains. We are benefiting from increased product and market diversification and we believe that we are better positioned to deliver long-term, sustainable growth due to our expanding portfolio of leading consumer, enterprise, automotive, industrial and storage solutions.”

    Key Financial Results

    (in millions, except percentages and per ADS amounts) GAAP Non-GAAP
    2Q 2025 1Q 2025 2Q 2024 2Q 2025 1Q 2025 2Q 2024
    Revenue $198.7 $166.5 $210.7 $198.7 $166.5 $210.7
    Gross profit
       Percent of revenue
    $94.7
    47.7%
    $78.4
    47.1%
    $96.8
    45.9%
    $94.7
    47.7%
    $78.4
    47.1%
    $96.8
    46.0%
    Operating expenses $72.4 $68.6 $66.0 $69.3 $63.6 $62.1
    Operating income
       Percent of revenue
    $22.3
    11.2%
    $9.8
    5.9%
    $30.7
    14.6%
    $25.3
    12.8%
    $14.9
    8.9%
    $34.7
    16.5%
    Earnings per diluted ADS $0.49 $0.58 $0.91 $0.69 $0.60 $0.96


    Other Financial Information

    (in millions) 2Q 2025 1Q 2025 2Q 2024
    Cash, cash equivalents and restricted cash—end of period $282.3 $331.7 $343.6
    Routine capital expenditures $7.4 $7.0 $6.3
    Dividend payments $16.7 $17.0 $16.8
    Share repurchases $24.3

    During the second quarter of 2025, we had $15.6 million of capital expenditures, including $7.4 million for the routine purchases of testing equipment, software, design tools and other items, and $8.2 million for building construction and improvements in Hsinchu, Taiwan.

    Returning Value to Shareholders

    On October 28, 2024, our Board of Directors declared a $2.00 per ADS annual cash dividend to be paid in quarterly installments of $0.50 per ADS. On May 22, 2025, we paid $16.7 million to Silicon Motion shareholders as the third installment of the annual cash dividend.

    On February 6, 2025, we announced that our Board of Directors had authorized a new program for the Company to repurchase up to $50 million of our ADSs over a six-month period. In the second quarter of 2025, we did not repurchase any of our ADSs.

    Business Outlook
    “Our diversification strategy is expanding our market opportunities as we continue to invest in new products and markets. In 2025, we are benefitting from the introduction of several new products including our leading 6nm, 8-channel PCIe5 client SSD controller, our new eMMC and UFS controllers, and our MicroSD controller that is selling alongside the Nintendo Switch 2. In the second half of the year, we expect to further benefit from the initial ramp of our new 6nm, 4-channel PCIe5 client SSD controller targeting the mass market in late 2025, our first MonTitan enterprise/AI-class product, and our boot drive storage products for DPU network accelerators for the greater SSD data storage ecosystem. We expect to ramp each of these products to scale in 2026 with our customers. Additionally, we continue to experience significant design win activity and demand for our leading automotive portfolio, and we expect to benefit from a mix shift to higher ASP products moving forward as customers shift to our growing portfolio of full solutions. We expect a stronger second half of the year, and we continue to target a revenue run rate of $1 billion for 2025 as we exit the year,” stated Mr. Kou.

    For the third quarter of 2025, management expects:

    ($ in millions, except percentages) GAAP Non-GAAP Adjustment Non-GAAP
    Revenue $219 to $228
    +10% to 15% Q/Q
    $219 to $228
    +10% to 15% Q/Q
    Gross margin 48.0% to 49.0% Approximately $0.1* 48.0% to 49.0%
    Operating margin 8.9% to 11.5% Approximately $6.5 to $7.5** 12.3% to 14.3%

    * Projected gross margin (non-GAAP) excludes $0.1 million of stock-based compensation.
    ** Projected operating margin (non-GAAP) excludes $6.5 million to $7.5 million of stock-based compensation and dispute related expenses.

    Conference Call & Webcast:

    The Company’s management team will conduct a conference call at 8:00 am Eastern Time on July 31, 2025.

    Conference Call Details
    Participants must register in advance to join the conference call using the link provided below. Conference access information (including dial-in information and a unique access PIN) will be provided in the email received upon registration.

    Participant Online Registration:
    https://register-conf.media-server.com/register/BI9e8eb8a4d35743cfa957757c6a1207e2

    A webcast of the call will be available on the Company’s website at www.siliconmotion.com.

    Discussion of Non-GAAP Financial Measures

    To supplement the Company’s unaudited consolidated financial results calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company discloses certain non-GAAP financial measures that exclude stock-based compensation and other items, including gross profit (non-GAAP), gross margin (non-GAAP), operating expenses (non-GAAP), operating profit (non-GAAP), operating margin (non-GAAP), non-operating income (expense) (non-GAAP), net income (non-GAAP), and earnings per diluted ADS (non-GAAP). These non-GAAP measures are not in accordance with or an alternative to GAAP and may be different from similarly-titled non-GAAP measures used by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all the amounts associated with the Company’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measure. We compensate for the limitations of our non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance.

    Our non-GAAP financial measures are provided to enhance the user’s overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the non-GAAP results provide useful information to both management and investors as these non-GAAP results exclude certain expenses, gains and losses that we believe are not indicative of our core operating results and because they are consistent with the financial models and estimates published by many analysts who follow the Company. We use non-GAAP measures to evaluate the operating performance of our business, for comparison with our forecasts, and for benchmarking our performance externally against our competitors. Also, when evaluating potential acquisitions, we exclude the items described below from our consideration of the target’s performance and valuation. Since we find these measures to be useful, we believe that our investors benefit from seeing the results from management’s perspective in addition to seeing our GAAP results. We believe that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:

    • the ability to make more meaningful period-to-period comparisons of the Company’s on-going operating results;
    • the ability to better identify trends in the Company’s underlying business and perform related trend analysis;
    • a better understanding of how management plans and measures the Company’s underlying business; and
    • an easier way to compare the Company’s operating results against analyst financial models and operating results of our competitors that supplement their GAAP results with non-GAAP financial measures.

    The following are explanations of each of the adjustments that we incorporate into our non-GAAP measures, as well as the reasons for excluding each of these individual items in our reconciliation of these non-GAAP financial measures:

    Stock-based compensation expense consists of non-cash charges related to the fair value of restricted stock units awarded to employees. The Company believes that the exclusion of these non-cash charges provides for more accurate comparisons of our operating results to our peer companies due to the varying available valuation methodologies, subjective assumptions and the variety of award types. In addition, the Company believes it is useful to investors to understand the specific impact of share-based compensation on its operating results.

    Restructuring charges relate to the restructuring of our underperforming product lines, principally the write-down of NAND flash, embedded DRAM and SSD inventory valuation and severance payments. 

    Dispute related expenses consist of legal, consultant, other fees and resolution related to the dispute.

    Foreign exchange loss (gain) consists of translation gains and/or losses of non-US$ denominated current assets and current liabilities, as well as certain other balance sheet items, which result from the appreciation or depreciation of non-US$ currencies against the US$. We do not use financial instruments to manage the impact on our operations from changes in foreign exchange rates, and because our operations are subject to fluctuations in foreign exchange rates, we therefore exclude foreign exchange gains and losses when presenting non-GAAP financial measures.

    Realized/Unrealized loss (gain) on investments relates to the disposal and net change in fair value of long-term investments.

    Silicon Motion Technology Corporation
    Consolidated Statements of Income
    (in thousands, except percentages and per ADS data, unaudited)
           
      For Three Months Ended   For the Six Months Ended
      Jun. 30,   Mar. 31,   Jun. 30,   Jun. 30,   Jun. 30,
      2024    2025    2025    2024    2025 
      ($)   ($)   ($)   ($)   ($)
    Net sales   210,670       166,492       198,675       399,981       365,167  
    Cost of sales   113,893       88,125       103,988       218,084       192,113  
    Gross profit   96,777       78,367       94,687       181,897       173,054  
    Operating expenses                  
    Research & development   50,788       55,026       58,147       105,180       113,173  
    Sales & marketing   6,777       7,115       7,093       13,081       14,208  
    General & administrative   7,215       6,460       7,118       13,689       13,578  
    Loss from settlement of litigation   1,250                   1,250        
    Operating income   30,747       9,766       22,329       48,697       32,095  
    Non-operating income (expense)                  
    Interest income, net   4,175       2,929       2,706       7,241       5,635  
    Foreign exchange gain (loss), net   245       373       (3,302 )     833       (2,929 )
    Realized/Unrealized gain(loss) on investments   1,855       3,296       (1,051 )     247       2,245  
    Others, net               1             1  
    Subtotal   6,275       6,598       (1,646 )     8,321       4,952  
    Income before income tax   37,022       16,364       20,683       57,018       37,047  
    Income tax expense (benefit)   6,201       (3,099 )     4,372       10,181       1,273  
    Net income   30,821       19,463       16,311       46,837       35,774  
                       
    Earnings per basic ADS   0.92       0.58       0.49       1.39       1.06  
    Earnings per diluted ADS   0.91       0.58       0.49       1.39       1.06  
                       
    Margin Analysis:                  
    Gross margin   45.9 %     47.1 %     47.7 %     45.5 %     47.4 %
    Operating margin   14.6 %     5.9 %     11.2 %     12.2 %     8.8 %
    Net margin   14.6 %     11.7 %     8.2 %     11.7 %     9.8 %
                       
    Additional Data:                  
    Weighted avg. ADS equivalents   33,684       33,634       33,557       33,596       33,596  
    Diluted ADS equivalents   33,697       33,827       33,562       33,687       33,681  
                                           
    Silicon Motion Technology Corporation
    Reconciliation of GAAP to Non-GAAP Operating Results
    (in thousands, except percentages and per ADS data, unaudited)
           
      For Three Months Ended   For the Six Months Ended
      Jun. 30,   Mar. 31,   Jun. 30,   Jun. 30,   Jun. 30,
      2024       2025       2025       2024       2025  
    ($)   ($)   ($)   ($)   ($)
    Gross profit (GAAP)   96,777       78,367       94,687       181,897       173,054  
    Gross margin (GAAP)   45.9 %     47.1 %     47.7 %     45.5 %     47.4 %
    Stock-based compensation (A)   14       73             86       73  
    Restructuring charges   46                   46        
    Gross profit (non-GAAP)   96,837       78,440       94,687       182,029       173,127  
    Gross margin (non-GAAP)   46.0 %     47.1 %     47.7 %     45.5 %     47.4 %
                       
    Operating expenses (GAAP)   66,030       68,601       72,358       133,200       140,959  
    Stock-based compensation (A)   (371 )     (4,738 )     (175 )     (3,464 )     (4,913 )
    Dispute related expenses   (3,527 )     (277 )     (2,841 )     (5,059 )     (3,118 )
    Operating expenses (non-GAAP)   62,132       63,586       69,342       124,677       132,928  
                       
    Operating profit (GAAP)   30,747       9,766       22,329       48,697       32,095  
    Operating margin (GAAP)   14.6 %     5.9 %     11.2 %     12.2 %     8.8 %
    Total adjustments to operating profit   3,958       5,088       3,016       8,655       8,104  
    Operating profit (non-GAAP)   34,705       14,854       25,345       57,352       40,199  
    Operating margin (non-GAAP)   16.5 %     8.9 %     12.8 %     14.3 %     11.0 %
                       
    Non-operating income (expense) (GAAP)   6,275       6,598       (1,646 )     8,321       4,952  
    Foreign exchange loss (gain), net   (245 )     (373 )     3,302       (833 )     2,929  
    Unrealized holding loss (gain) on investments   (1,855 )     (3,296 )     1,051       (247 )     (2,245 )
                       
    Non-operating income (expense) (non-GAAP)   4,175       2,929       2,707       7,241       5,636  
                       
    Net income (GAAP)   30,821       19,463       16,311       46,837       35,774  
    Total pre-tax impact of non-GAAP adjustments   1,858       1,419       7,369       7,575       8,788  
    Income tax impact of non-GAAP adjustments   (218 )     (610 )     (670 )     (365 )     (1,280 )
    Net income (non-GAAP)   32,461       20,272       23,010       54,047       43,282  
                       
    Earnings per diluted ADS (GAAP) $ 0.91     $ 0.58     $ 0.49     $ 1.39     $ 1.06  
    Earnings per diluted ADS (non-GAAP) $ 0.96     $ 0.60     $ 0.69     $ 1.60     $ 1.28  
                       
    Shares used in computing earnings per diluted ADS (GAAP)   33,697       33,827       33,562       33,687       33,681  
    Non-GAAP adjustments   18       20       18       23       33  
    Shares used in computing earnings per diluted ADS (non-GAAP)   33,715       33,847       33,580       33,710       33,714  
                       
    (A)Excludes stock-based compensation as follows:                  
    Cost of sales   14       73             86       73  
    Research & development   94       3,003       55       2,237       3,058  
    Sales & marketing   173       862       79       520       941  
    General & administrative   104       873       41       707       914  
                                           

                  

    Silicon Motion Technology Corporation
    Consolidated Balance Sheets
    (In thousands, unaudited)
                           
        Jun. 30,       Mar. 31,       Jun. 30,  
        2024       2025       2025  
        ($)       ($)       ($)  
    Cash and cash equivalents   289,175       275,140       208,043  
    Accounts receivable (net)   191,692       206,693       220,924  
    Inventories   240,811       180,903       208,005  
    Refundable deposits – current   51,036       53,015       70,308  
    Prepaid expenses and other current assets   31,460       32,102       68,040  
    Total current assets   804,174       747,853       775,320  
    Long-term investments   17,301       20,636       19,620  
    Property and equipment (net)   179,550       193,603       208,826  
    Other assets   29,121       29,310       29,997  
    Total assets   1,030,146       991,402       1,033,763  
                           
    Accounts payable   36,411       23,048       37,455  
    Income tax payable   14,103       14,782       17,370  
    Accrued expenses and other current liabilities   134,947       130,277       134,377  
    Total current liabilities   185,461       168,107       189,202  
    Other liabilities   60,182       50,968       55,620  
    Total liabilities   245,643       219,075       244,822  
    Shareholders’ equity   784,503       772,327       788,941  
    Total liabilities & shareholders’ equity   1,030,146       991,402       1,033,763  
                           
    Silicon Motion Technology Corporation
    Condensed Consolidated Statements of Cash Flows
    (in thousands, unaudited)
           
      For Three Months Ended   For the Six Months Ended
      Jun. 30,   Mar. 31,   Jun. 30,   Jun. 30,   Jun. 30,
        2024       2025       2025       2024       2025  
      ($)   ($)   ($)   ($)   ($)
    Net income   30,821       19,463       16,311       46,837       35,774  
    Depreciation & amortization   5,802       7,225       7,445       11,411       14,670  
    Stock-based compensation   385       4,811       175       3,550       4,986  
    Investment losses (gain) & disposals   (1,855 )     (3,309 )     1,053       (247 )     (2,256 )
    Changes in operating assets and liabilities   (13,660 )     22,082       (42,258 )     (32,246 )     (20,176 )
    Net cash provided by (used in) operating activities   21,493       50,272       (17,274 )     29,305       32,998  
                       
    Purchase of property & equipment   (10,427 )     (11,661 )     (15,551 )     (21,176 )     (27,212 )
    Proceeds from disposal of properties         13                   13  
    Net cash used in investing activities   (10,427 )     (11,648 )     (15,551 )     (21,176 )     (27,199 )
                       
    Dividend payments   (16,820 )     (16,956 )     (16,746 )     (33,629 )     (33,702 )
    Share repurchases         (24,291 )     (21 )           (24,312 )
    Net cash used in financing activities   (16,820 )     (41,247 )     (16,767 )     (33,629 )     (58,014 )
                       
    Net increase (decrease) in cash, cash equivalents & restricted cash   (5,754 )     (2,623 )     (49,592 )     (25,500 )     (52,215 )
    Effect of foreign exchange changes   86       37       124       121       161  
    Cash, cash equivalents & restricted cash—beginning of period   349,279       334,333       331,747       368,990       334,333  
    Cash, cash equivalents & restricted cash—end of period   343,611       331,747       282,279       343,611       282,279  
                       

    About Silicon Motion:

    We are the global leader in supplying NAND flash controllers for solid state storage devices. We supply more SSD controllers than any other company in the world for servers, PCs and other client devices and are the leading merchant supplier of eMMC and UFS embedded storage controllers used in smartphones, IoT devices and other applications.  We also supply customized high-performance hyperscale data center and specialized industrial and automotive SSD solutions. Our customers include most of the NAND flash vendors, storage device module makers and leading OEMs.  For further information on Silicon Motion, visit us at www.siliconmotion.com.

    Forward-Looking Statements:
    This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Although such statements are based on our own information and information from other sources we believe to be reliable, you should not place undue reliance on them. These statements involve risks and uncertainties, and actual market trends or our actual results of operations, financial condition or business prospects may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons. Potential risks and uncertainties include, but are not limited to the unpredictable volume and timing of customer orders, which are not fixed by contract but vary on a purchase order basis; the loss of one or more key customers or the significant reduction, postponement, rescheduling or cancellation of orders from one or more customers; general economic conditions or conditions in the semiconductor or consumer electronics markets; the impact of inflation on our business and customer’s businesses and any effect this has on economic activity in the markets in which we operate; the functionalities and performance of our information technology (“IT”) systems, which are subject to cybersecurity threats and which support our critical operational activities, and any breaches of our IT systems or those of our customers, suppliers, partners and providers of third-party licensed technology; the effects on our business and our customer’s business taking into account the ongoing U.S.-China tariffs and trade disputes; the uncertainties associated with any future global or regional pandemic; the continuing tensions between Taiwan and China, including enhanced military activities; decreases in the overall average selling prices of our products; changes in the relative sales mix of our products; changes in our cost of finished goods; supply chain disruptions that have affected us and our industry as well as other industries on a global basis; the payment, or non-payment, of cash dividends in the future at the discretion of our Board of Directors and any announced planned increases in such dividends; changes in our cost of finished goods; the availability, pricing, and timeliness of delivery of other components and raw materials used in the products we sell given the current raw material supply shortages being experienced in our industry; our customers’ sales outlook, purchasing patterns, and inventory adjustments based on consumer demands and general economic conditions; any potential impairment charges that may be incurred related to businesses previously acquired or divested in the future; our ability to successfully develop, introduce, and sell new or enhanced products in a timely manner; and the timing of new product announcements or introductions by us or by our competitors. For additional discussion of these risks and uncertainties and other factors, please see the documents we file from time to time with the U.S. Securities and Exchange Commission, including our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2025. Other than as required under the securities laws, we do not intend, and do not undertake any obligation to, update or revise any forward-looking statements, which apply only as of the date of this news release.

    The MIL Network

  • MIL-OSI: Quick Custom Intelligence Secures Eight-Figure Investment from Curve Partners to Accelerate Growth

    Source: GlobeNewswire (MIL-OSI)

    SAN DIEGO, July 30, 2025 (GLOBE NEWSWIRE) — Quick Custom Intelligence (QCI), a leading provider of Generative AI-driven analytics and operational software for casinos and resorts, today announced that it has secured a significant minority growth investment from Curve Partners. This strategic funding backs QCI’s current management team – led by co-founders Dr. Ralph Thomas and Andrew Cardno – to continue their remarkable growth trajectory and will fuel further acceleration of product expansion and global reach markets.financialcontent.com. The investment underscores confidence in QCI’s vision and provides significant capital to extend the company’s market leadership in the gaming resort technology sector.

    QCI’s co-founders weighed multiple investment offers over the past year before selecting Curve Partners as their growth partner. “For us, finding the right investment partner was critical,” said Dr. Ralph Thomas, Co-Founder and CEO of QCI. “We engaged with several potential investors, but Curve Partners stood out with their understanding of our industry and their commitment to helping companies like ours scale responsibly. This investment is not just capital – it’s a partnership that validates our vision and gives us additional firepower to accelerate product development and customer success.” QCI’s leadership was impressed by Curve’s focus on high-growth, founder-led companies and their enthusiasm for the resort systems space – the sophisticated software and analytics powering modern casino resorts. Curve’s team recognized QCI as the clear market leader in this domain, given QCI’s extensive deployment and innovation track record markets.financialcontent.com. The growth capital infusion not only validates QCI’s success to date but also positions the company for even faster expansion in the coming years.

    Landon Jaussi, Founder and Managing Partner at Curve Partners www.curvepartners.co, expressed his excitement about the new partnership. “QCI is everything we look for at Curve,” said Jaussi. “It is a bootstrapped, founder-led, and product-first company that is deeply respected by customers. As investors, we have been looking closely at the resort systems and gaming technology sector, and QCI stands out as a clear leader. Ralph and Andrew have built a powerful vertical SaaS platform with real technical depth and multi-product scale, all while remaining high growth and profitable. Their reputations in the industry are unmatched, and Curve is proud to support them as the first institutional investor and board member.”

    QCI’s recent growth and product diversification have been nothing short of remarkable. Key milestones over the past year include:

    • Global Expansion: QCI’s platform is now deployed in over 300 casino resorts worldwide, collectively managing more than $40 billion in annual gross gaming revenue markets.financialcontent.com. The company’s operational footprint spans 17 countries and 30 U.S. states, a reach that “cements the company’s position as a global leader in casino and resort intelligence” markets.financialcontent.com.
    • Product Suite Growth: In July 2025, QCI acquired VizExplorer, a renowned casino analytics and dispatch management software provider. This acquisition expanded QCI’s product suite and capabilities markets.financialcontent.com, establishing QCI as a “powerhouse in the casino and resort data activation world” with deeper solutions for the fast-diversifying gaming industry markets.financialcontent.com.

    “Having Curve Partners on board is a huge validation of what our team has built,” added Andrew Cardno, Co-Founder and CTO of QCI. “Curve’s support will help us double down on our product roadmap and global expansion plans. We believe this partnership will translate into even greater value for our customers as we continue to lead the market with cutting-edge solutions for the casino and resort industry.” According to Cardno, the funding will enable QCI to accelerate R&D in new features and AI capabilities while maintaining the company’s focus on customer success and innovation. Both co-founders emphasized that Curve’s investment aligns with QCI’s long-term strategy of sustainable, tech-driven growth in the hospitality gaming sector.

    About Quick Custom Intelligence (QCI)

    Quick Custom Intelligence (QCI) has pioneered the QCI Enterprise Platform, an artificial intelligence-driven solution that seamlessly integrates player development, marketing, and gaming operations with powerful real-time tools for the gaming and hospitality industries. QCI’s advanced, highly configurable software is deployed in over 300 casino resorts across North America, Europe, Asia, Australia, Latin America and beyond, managing more than $40 billion in annual gross gaming revenue. The QCI platform is recognized as a best-in-class solution that enables fully coordinated activities across all aspects of casino and resort operations, helping operators make swift, data-informed decisions that optimize resources, increase profits, and enhance the guest experience. Co-founded by Dr. Ralph Thomas and Mr. Andrew Cardno, QCI is headquartered in San Diego, with additional offices in Las Vegas, St. Louis, Denver, and Phoenix. For more information, visit the QCI website at quickcustomintelligence.com.

    About Curve Partners

    Founded by Landon Jaussi, former TCV investor, Curve Partners (www.curvepartners.co) invests in leading, bootstrapped technology companies at early-growth inflection points. The firm partners with exceptional, founder-led teams building capital-efficient businesses in B2B and B2B2C software and data platforms. Curve Partners’ investment approach centers on providing strategic support and capital to help companies scale sustainably and achieve market leadership.

    Legal counsel for Curve Partners was provided by Croke Fairchild Duarte & Beres LLC

    ABOUT Andrew Cardno

    Andrew Cardno is a distinguished figure in the realm of artificial intelligence and data plumbing. With over two decades spearheading private Ph.D. and master’s level research teams, his expertise has made significant waves in data tooling. Andrew’s innate ability to innovate has led him to devise numerous pioneering visualization methods. Of these, the most notable is the deep zoom image format, a groundbreaking innovation that has since become a cornerstone in the majority of today’s mapping tools. His leadership acumen has earned him two coveted Smithsonian Laureates, and teams under his mentorship have clinched 40 industry awards, including three pivotal gaming industry transformation awards. Together with Dr. Ralph Thomas, the duo co-founded Quick Custom Intelligence, amplifying their collaborative innovative capacities. A testament to his inventive prowess, Andrew boasts over 150 patent applications. Across various industries—be it telecommunications with Telstra Australia, retail with giants like Walmart and Best Buy, or the medical sector with esteemed institutions like City Of Hope and UCSD—Andrew’s impact is deeply felt. He has enriched the literature with insights, co-authoring eight influential books with Dr. Thomas and contributing to over 100 industry publications. An advocate for community and diversity, Andrew’s work has touched over 100 Native American Tribal Resorts, underscoring his expansive and inclusive professional endeavors.

    ABOUT Dr. Ralph Thomas

    Dr. Ralph Thomas is the Co-Founder and Chief Executive Officer of Quick Custom Intelligence. Ralph is a product visionary in applied analytics and the founder of two companies that deliver solutions in casino gaming, education, and adult learning. As a gaming industry veteran, Dr. Thomas has substantial experience implementing analytics into single and multi-property gaming companies to drive tangible and measurable gains to the bottom line and has built business intelligence tools for multibillion-dollar casinos. Dr. Thomas is co-author of seven books and over 80 articles on applied analytics and data science in gaming, an inventor on dozens of patents, and understands gaming from raw data up through casino operations, giving him a unique, 360-degree view of the industry.

    Contact:

    Laurel Kay, Quick Custom Intelligence

    Phone: 858-349-8354

    The MIL Network

  • MIL-OSI: Hampton Financial Corporation Announces 3rd Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

    TORONTO, July 30, 2025 (GLOBE NEWSWIRE) — Hampton Financial Corporation (“Hampton” or the “Company”, TSXV: HFC) today announced its financial results for the 3rd quarter ended May 31st, 2025.

    Third Quarter ended May 31st, 2025.

    IFRS results highlights:

    • Q3 Revenue of $1,738,000; decrease of 39% year-over-year
    • Q3 Net Loss of $(1,201,000) or $(0.02) per share;

    Fiscal results (IFRS results adjusted for non-cash Items) highlights:

    • Q3 Adjusted Net Loss of $(945,000) or $(0.02) per share;
    • Q3 EBITDA of $(686,000) vs $305,000 in the comparative quarter last year

    Summary of Corporate Developments:

    While our 3rd quarter results reflect continued weakness, results for the 9 months ended May 31st show signs of improvement which is being felt across across the Capital Markets industry. Corporate finance is improving slightly over the first half of our fiscal year but is still well below 2023/24 levels. While 2025 is showing some signs of improvement, the year ahead for our core business remains somewhat unclear. That said we intend to move ahead with a number of initiatives to further expand our business portfolio, while growing our existing Wealth Management and Capital Markets businesses.

    Hampton’s commercial lending business, via its wholly owned subsidiary Oxygen Working Capital (“OWC”), has begun to show growth and make progress across a number of fronts, while onboarding new clients and diversifying it’s lending base. With further opportunities to lend across its existing portfolio currently being evaluated, the balance of the year is set to show similar signs of progress as the loan book continues to grow quarter over quarter.

    “The third quarter results continue to demonstrate the industry-wide challenges faced during the fall of 2024, but we are beginning to see some selective improvements. Capital Markets activities continue to improve slowly as interest rates decline. We remain optimistic for the balance of the fiscal year,” said Hampton Executive Chairman & CEO Peter Deeb.

    Copies of Hampton’s unaudited interim financial statements and its Management’s Discussion & Analysis for the nine months ended May 31st, 2025, can be accessed on SEDAR+ at www.sedar.com.

    About Hampton Financial Corporation

    Hampton is a unique private equity firm that seeks to build shareholder value through long-term strategic investments.

    Through its wholly-owned subsidiary, Hampton Securities Limited (“HSL”), Hampton is actively engaged in family office, wealth management, institutional services and capital markets activities. HSL is a full-service investment dealer, regulated by CIRO and registered in Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, Northwest Territories, Ontario, and Quebec. In addition, the Company, through HSL, provides investment banking services, which include assisting companies with raising capital, advising on mergers and acquisitions, and aiding issuers in obtaining a listing on recognized securities exchanges in Canada and abroad and HSL’s Corporate Finance Group provides early stage, growing companies the capital, they need to create value for investors. HSL continues to develop its Wealth Management, Advisory Team and Principal-Agent programs which offers to the industry’s most experienced wealth managers a unique and flexible operating platform that provides additional freedom, financial support, and tax effectiveness as they build and manage their professional practice.

    Through its wholly-owned subsidiary, Oxygen Working Capital (“OWC”) the company offers factoring and other commercial financing services to clients across Canada.

    The Company is exploring opportunities to diversify its sources of revenue by way of strategic investments in both complimentary business and non-core sectors that can leverage the expertise of its Board and the diverse experience of its management team.

    For more information, please contact:

    Olga Juravlev
    Chief Financial Officer
    Hampton Financial Corporation
    (416) 862-8701

    Or

    Peter M. Deeb
    Executive Chairman & CEO
    Hampton Financial Corporation
    (416) 862-8651

    The TSXV has in no way approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

    No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.

    Forward-Looking Statements

    This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “should”, “hopeful”, “recovery”, “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “may”, “will”, “project” or similar words, including negatives thereof, suggesting future outcomes.

    Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors beyond the Company’s ability to predict or control which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Forward-looking statements are not a guarantee of future performance. Although the Company believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate. Actual results may vary, and vary materially, from those expressed or implied by the forward-looking statements herein. Accordingly, readers are advised to rely on their own evaluation of the risks and uncertainties inherent in forward-looking statements herein and should not place undue reliance upon such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Any forward-looking statements herein are made only as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

    The MIL Network

  • MIL-OSI: Quick Custom Intelligence Secures Eight-Figure Investment from Curve Partners to Accelerate Growth

    Source: GlobeNewswire (MIL-OSI)

    SAN DIEGO, July 30, 2025 (GLOBE NEWSWIRE) — Quick Custom Intelligence (QCI), a leading provider of Generative AI-driven analytics and operational software for casinos and resorts, today announced that it has secured a significant minority growth investment from Curve Partners. This strategic funding backs QCI’s current management team – led by co-founders Dr. Ralph Thomas and Andrew Cardno – to continue their remarkable growth trajectory and will fuel further acceleration of product expansion and global reach markets.financialcontent.com. The investment underscores confidence in QCI’s vision and provides significant capital to extend the company’s market leadership in the gaming resort technology sector.

    QCI’s co-founders weighed multiple investment offers over the past year before selecting Curve Partners as their growth partner. “For us, finding the right investment partner was critical,” said Dr. Ralph Thomas, Co-Founder and CEO of QCI. “We engaged with several potential investors, but Curve Partners stood out with their understanding of our industry and their commitment to helping companies like ours scale responsibly. This investment is not just capital – it’s a partnership that validates our vision and gives us additional firepower to accelerate product development and customer success.” QCI’s leadership was impressed by Curve’s focus on high-growth, founder-led companies and their enthusiasm for the resort systems space – the sophisticated software and analytics powering modern casino resorts. Curve’s team recognized QCI as the clear market leader in this domain, given QCI’s extensive deployment and innovation track record markets.financialcontent.com. The growth capital infusion not only validates QCI’s success to date but also positions the company for even faster expansion in the coming years.

    Landon Jaussi, Founder and Managing Partner at Curve Partners www.curvepartners.co, expressed his excitement about the new partnership. “QCI is everything we look for at Curve,” said Jaussi. “It is a bootstrapped, founder-led, and product-first company that is deeply respected by customers. As investors, we have been looking closely at the resort systems and gaming technology sector, and QCI stands out as a clear leader. Ralph and Andrew have built a powerful vertical SaaS platform with real technical depth and multi-product scale, all while remaining high growth and profitable. Their reputations in the industry are unmatched, and Curve is proud to support them as the first institutional investor and board member.”

    QCI’s recent growth and product diversification have been nothing short of remarkable. Key milestones over the past year include:

    • Global Expansion: QCI’s platform is now deployed in over 300 casino resorts worldwide, collectively managing more than $40 billion in annual gross gaming revenue markets.financialcontent.com. The company’s operational footprint spans 17 countries and 30 U.S. states, a reach that “cements the company’s position as a global leader in casino and resort intelligence” markets.financialcontent.com.
    • Product Suite Growth: In July 2025, QCI acquired VizExplorer, a renowned casino analytics and dispatch management software provider. This acquisition expanded QCI’s product suite and capabilities markets.financialcontent.com, establishing QCI as a “powerhouse in the casino and resort data activation world” with deeper solutions for the fast-diversifying gaming industry markets.financialcontent.com.

    “Having Curve Partners on board is a huge validation of what our team has built,” added Andrew Cardno, Co-Founder and CTO of QCI. “Curve’s support will help us double down on our product roadmap and global expansion plans. We believe this partnership will translate into even greater value for our customers as we continue to lead the market with cutting-edge solutions for the casino and resort industry.” According to Cardno, the funding will enable QCI to accelerate R&D in new features and AI capabilities while maintaining the company’s focus on customer success and innovation. Both co-founders emphasized that Curve’s investment aligns with QCI’s long-term strategy of sustainable, tech-driven growth in the hospitality gaming sector.

    About Quick Custom Intelligence (QCI)

    Quick Custom Intelligence (QCI) has pioneered the QCI Enterprise Platform, an artificial intelligence-driven solution that seamlessly integrates player development, marketing, and gaming operations with powerful real-time tools for the gaming and hospitality industries. QCI’s advanced, highly configurable software is deployed in over 300 casino resorts across North America, Europe, Asia, Australia, Latin America and beyond, managing more than $40 billion in annual gross gaming revenue. The QCI platform is recognized as a best-in-class solution that enables fully coordinated activities across all aspects of casino and resort operations, helping operators make swift, data-informed decisions that optimize resources, increase profits, and enhance the guest experience. Co-founded by Dr. Ralph Thomas and Mr. Andrew Cardno, QCI is headquartered in San Diego, with additional offices in Las Vegas, St. Louis, Denver, and Phoenix. For more information, visit the QCI website at quickcustomintelligence.com.

    About Curve Partners

    Founded by Landon Jaussi, former TCV investor, Curve Partners (www.curvepartners.co) invests in leading, bootstrapped technology companies at early-growth inflection points. The firm partners with exceptional, founder-led teams building capital-efficient businesses in B2B and B2B2C software and data platforms. Curve Partners’ investment approach centers on providing strategic support and capital to help companies scale sustainably and achieve market leadership.

    Legal counsel for Curve Partners was provided by Croke Fairchild Duarte & Beres LLC

    ABOUT Andrew Cardno

    Andrew Cardno is a distinguished figure in the realm of artificial intelligence and data plumbing. With over two decades spearheading private Ph.D. and master’s level research teams, his expertise has made significant waves in data tooling. Andrew’s innate ability to innovate has led him to devise numerous pioneering visualization methods. Of these, the most notable is the deep zoom image format, a groundbreaking innovation that has since become a cornerstone in the majority of today’s mapping tools. His leadership acumen has earned him two coveted Smithsonian Laureates, and teams under his mentorship have clinched 40 industry awards, including three pivotal gaming industry transformation awards. Together with Dr. Ralph Thomas, the duo co-founded Quick Custom Intelligence, amplifying their collaborative innovative capacities. A testament to his inventive prowess, Andrew boasts over 150 patent applications. Across various industries—be it telecommunications with Telstra Australia, retail with giants like Walmart and Best Buy, or the medical sector with esteemed institutions like City Of Hope and UCSD—Andrew’s impact is deeply felt. He has enriched the literature with insights, co-authoring eight influential books with Dr. Thomas and contributing to over 100 industry publications. An advocate for community and diversity, Andrew’s work has touched over 100 Native American Tribal Resorts, underscoring his expansive and inclusive professional endeavors.

    ABOUT Dr. Ralph Thomas

    Dr. Ralph Thomas is the Co-Founder and Chief Executive Officer of Quick Custom Intelligence. Ralph is a product visionary in applied analytics and the founder of two companies that deliver solutions in casino gaming, education, and adult learning. As a gaming industry veteran, Dr. Thomas has substantial experience implementing analytics into single and multi-property gaming companies to drive tangible and measurable gains to the bottom line and has built business intelligence tools for multibillion-dollar casinos. Dr. Thomas is co-author of seven books and over 80 articles on applied analytics and data science in gaming, an inventor on dozens of patents, and understands gaming from raw data up through casino operations, giving him a unique, 360-degree view of the industry.

    Contact:

    Laurel Kay, Quick Custom Intelligence

    Phone: 858-349-8354

    The MIL Network

  • MIL-OSI: Hampton Financial Corporation Announces 3rd Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

    TORONTO, July 30, 2025 (GLOBE NEWSWIRE) — Hampton Financial Corporation (“Hampton” or the “Company”, TSXV: HFC) today announced its financial results for the 3rd quarter ended May 31st, 2025.

    Third Quarter ended May 31st, 2025.

    IFRS results highlights:

    • Q3 Revenue of $1,738,000; decrease of 39% year-over-year
    • Q3 Net Loss of $(1,201,000) or $(0.02) per share;

    Fiscal results (IFRS results adjusted for non-cash Items) highlights:

    • Q3 Adjusted Net Loss of $(945,000) or $(0.02) per share;
    • Q3 EBITDA of $(686,000) vs $305,000 in the comparative quarter last year

    Summary of Corporate Developments:

    While our 3rd quarter results reflect continued weakness, results for the 9 months ended May 31st show signs of improvement which is being felt across across the Capital Markets industry. Corporate finance is improving slightly over the first half of our fiscal year but is still well below 2023/24 levels. While 2025 is showing some signs of improvement, the year ahead for our core business remains somewhat unclear. That said we intend to move ahead with a number of initiatives to further expand our business portfolio, while growing our existing Wealth Management and Capital Markets businesses.

    Hampton’s commercial lending business, via its wholly owned subsidiary Oxygen Working Capital (“OWC”), has begun to show growth and make progress across a number of fronts, while onboarding new clients and diversifying it’s lending base. With further opportunities to lend across its existing portfolio currently being evaluated, the balance of the year is set to show similar signs of progress as the loan book continues to grow quarter over quarter.

    “The third quarter results continue to demonstrate the industry-wide challenges faced during the fall of 2024, but we are beginning to see some selective improvements. Capital Markets activities continue to improve slowly as interest rates decline. We remain optimistic for the balance of the fiscal year,” said Hampton Executive Chairman & CEO Peter Deeb.

    Copies of Hampton’s unaudited interim financial statements and its Management’s Discussion & Analysis for the nine months ended May 31st, 2025, can be accessed on SEDAR+ at www.sedar.com.

    About Hampton Financial Corporation

    Hampton is a unique private equity firm that seeks to build shareholder value through long-term strategic investments.

    Through its wholly-owned subsidiary, Hampton Securities Limited (“HSL”), Hampton is actively engaged in family office, wealth management, institutional services and capital markets activities. HSL is a full-service investment dealer, regulated by CIRO and registered in Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, Northwest Territories, Ontario, and Quebec. In addition, the Company, through HSL, provides investment banking services, which include assisting companies with raising capital, advising on mergers and acquisitions, and aiding issuers in obtaining a listing on recognized securities exchanges in Canada and abroad and HSL’s Corporate Finance Group provides early stage, growing companies the capital, they need to create value for investors. HSL continues to develop its Wealth Management, Advisory Team and Principal-Agent programs which offers to the industry’s most experienced wealth managers a unique and flexible operating platform that provides additional freedom, financial support, and tax effectiveness as they build and manage their professional practice.

    Through its wholly-owned subsidiary, Oxygen Working Capital (“OWC”) the company offers factoring and other commercial financing services to clients across Canada.

    The Company is exploring opportunities to diversify its sources of revenue by way of strategic investments in both complimentary business and non-core sectors that can leverage the expertise of its Board and the diverse experience of its management team.

    For more information, please contact:

    Olga Juravlev
    Chief Financial Officer
    Hampton Financial Corporation
    (416) 862-8701

    Or

    Peter M. Deeb
    Executive Chairman & CEO
    Hampton Financial Corporation
    (416) 862-8651

    The TSXV has in no way approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

    No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.

    Forward-Looking Statements

    This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “should”, “hopeful”, “recovery”, “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “may”, “will”, “project” or similar words, including negatives thereof, suggesting future outcomes.

    Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors beyond the Company’s ability to predict or control which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Forward-looking statements are not a guarantee of future performance. Although the Company believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate. Actual results may vary, and vary materially, from those expressed or implied by the forward-looking statements herein. Accordingly, readers are advised to rely on their own evaluation of the risks and uncertainties inherent in forward-looking statements herein and should not place undue reliance upon such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Any forward-looking statements herein are made only as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

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  • MIL-OSI: HERE and EROAD Deepen Collaboration to Transform Trucking in Australia and New Zealand

    Source: GlobeNewswire (MIL-OSI)

    • EROAD to launch first-ever vehicle-aware navigation application in Oceania, powered by HERE’s advanced platform and vehicle-specific data.
    • Partnership addresses critical challenges in the freight sector, including safety, productivity and compliance.

    AustraliaHERE Technologies, a global leader in digital mapping and location data, is expanding its collaboration with EROAD, a leading provider of fleet management and telematics solutions, to power EROAD’s first vehicle-aware navigation application for Oceania. The solution will be available in Australia and New Zealand and is designed to enhance driver safety, fleet efficiency and regulatory compliance. The new solution will be built on the HERE platform, leveraging advanced routing services and truck-specific data. 

    This deepened partnership reflects both companies’ shared commitment to delivering innovative transport solutions tailored to the needs of commercial vehicle and fleet operators globally. By combining HERE’s location intelligence with EROAD’s operational expertise, the partnership aims to improve delivery accuracy, simplify route planning, and elevate the day-to-day experience for both drivers and fleet managers.

    Built for Fleets, Designed for Drivers

    EROAD’s new vehicle-aware navigation application draws on key capabilities from HERE WeGo Pro, a mobile-first, professional-grade application that transforms centrally planned routes into real-time, turn-by-turn guidance. Designed specifically for commercial fleets, the new solution offers:

    • Truck-specific routing that considers vehicle dimensions, cargo type and road restrictions.
    • Real-time traffic updates are refreshed every five minutes across the entire road network.
    • Multi-stop tour planning and predictive ETAs for SLA-compliant deliveries.
    • Offline functionality for uninterrupted service in remote areas.
    • Driver-centric design that reduces stress and supports retention.

    “Our partnership with EROAD is critical in shaping the future of truck-specific navigation in the region,” said Deon Newman, Senior Vice President and General Manager for Asia Pacific at HERE Technologies. “With the HERE platform at its core, the vehicle-aware navigation application enables fleets to gain real-time insights, optimised truck routes, and critical alerts to prevent incidents like bridge strikes. It also helps operators remain compliant with road regulations, avoid costly fines and reduce operational risks. This level of intelligent navigation empowers fleets to operate more efficiently while enhancing safety and elevating the driver experience.”

    Growing Demand in Oceania for Smarter, Connected Vehicle Technologies

    The launch comes at a critical time for Australia and New Zealand’s transport and logistics sector. According to a recent report by ResearchAndMarkets.com, the installed base of fleet management systems in ANZ is projected to reach 2.7 million units by 20281, reflecting the growing demand for smarter, more connected vehicle technologies.

    Meanwhile, the industry faces mounting pressure from a looming driver shortage. A report by The International Road Transport Union highlights that 47% of Australia’s truck drivers are over the age of 55, with more than 21% expected to retire by 20292. The country is already short nearly 28,000 heavy vehicle drivers, underscoring the urgent need for tools that can support both new and experienced drivers on the road.

    “Oceania’s transport and logistics sector is under immense pressure – from driver shortages to rising delivery demands and increasingly complex compliance requirements,” said Mark Davidson, Chief Product Officer at EROAD. “With our expanded partnership with HERE, we’re equipping our customers with a solution that not only helps them navigate these challenges, but also positions them to operate more safely, efficiently, and competitively in a rapidly evolving market.”

    To learn more about HERE’s truck-optimised navigation capabilities, visit https://www.here.com/products/wego-pro

    Media Contacts 

    EROAD
    Rich Llewellyn
    027 523 2362
    richard@shanahan.nz

    HERE Technologies
    Vanessa Lee
    +65 9188 6199
    Vanessa.lee@here.com

    About EROAD

    EROAD (NZX/ASX: ERD) is a hardware-enabled SaaS company delivering safety, compliance, sustainability and efficiency solutions for complex fleets.
    Its connected platform is used by commercial and government operators across New Zealand, Australia and North America to manage vehicles, assets and drivers with greater visibility and control. EROAD supports demanding, highly regulated fleet operations, including those moving food, concrete and aggregates, enabling them to operate smarter, safer and more sustainably. EROAD’s platform is built on a foundation of regulatory expertise, having delivered the world’s first GPS-based road user charging system in New Zealand, where it remains the market leader today.

    About HERE Technologies
    HERE has been a pioneer in mapping and location technology for 40 years. Today, HERE’s location platform is recognized as the most complete in the industry, powering location-based products, services and custom maps for organizations and enterprises across the globe. From autonomous driving and seamless logistics to new mobility experiences, HERE allows its partners and customers to innovate while retaining control over their data and safeguarding privacy. Find out how HERE is moving the world forward at here.com.


    1Fleet Management in Australia and New Zealand – 9th Edition
    2Global Truck Driver Shortage Report 2024

    Attachment

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  • MIL-OSI: Optus partners with Nokia to strengthen reliability of Voice with cloud-native solution supporting the deployment of new 5G enhanced voice services

    Source: GlobeNewswire (MIL-OSI)

    Press Release
    Optus partners with Nokia to strengthen reliability of Voice with cloud-native solution supporting the deployment of new 5G enhanced voice services

    • Optus to utilize Nokia’s cloud-native Cloud Native Communication Suite (CNCS) to drive the deployment of new highly resilient 5G voice services and streamline network activities, enhanced automation and reduced manual interventions.
    • CNCS will be deployed on the Red Hat OpenShift.
    • Deal swaps out competitor and is the latest Nokia Core win in the Oceania region.

    31 July 2025
    Espoo, Finland – Optus, the second largest operator in Australia, is extending its existing partnership with Nokia and has contracted the company to refresh its Voice Platform (IP Multimedia Subsystem – IMS) and deliver highly resilient cloud-native voice services. Voice is an important service for Australia, and with this new platform Optus will deliver highly reliable and efficient 5G voice services to over 10 million customers.

    Nokia’s IMS platform (Cloud Native Communication Suite – CNCS) is cloud native, operationally efficient and has lower energy consumption, making it the right platform for addressing the needs of Australian consumers.

    “Reliability is the cornerstone of Optus’ Network strategy, and Voice is one of the most critical services provided by Optus. Nokia CNCS provides us with a new and highly flexible pathway that will allow us to improve network resiliency, security and enhance the subscriber experience with better and faster time-to-market services, through both on-premise and cloud deployment that assists in better quality and customer experience through a matrix of intelligent automation tools,” said Tony Baird, Chief Technology Officer at Optus.

    The containerized CNCS will be run on Red Hat OpenShift, the leading hybrid cloud application platform powered by Kubernetes, which is also Optus’ preferred CaaS provider.

    “We are pleased to further expand our Optus collaboration with Nokia’s cloud-native CNCS architecture and accelerate the delivery of new 5G services in multi-cloud environments with intelligent automation and intent-based operations. By simplifying network complexity, CNCS allows operators to respond faster to customer needs and deliver a superior, frictionless experience,” said Raghav Sahgal, President of Cloud and Network Services at Nokia. 

    The Nokia Core Network portfolio is fully cloud native which makes it much easier for operators to run their full 4G/5G Core in cloud-native network functions.

    About Nokia
    At Nokia, we create technology that helps the world act together.

    As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs, which is celebrating 100 years of innovation.

    With truly open architectures that seamlessly integrate into any ecosystem, our high-performance networks create new opportunities for monetization and scale. Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.

    Media inquiries
    Nokia Press Office
    Email: Press.Services@nokia.com

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  • MIL-OSI: Telnyx expands conversational AI stack with new audio, TTS, and integration capabilities

    Source: GlobeNewswire (MIL-OSI)

    AUSTIN, TX, July 30, 2025 (GLOBE NEWSWIRE) — Telnyx, a global leader in communications infrastructure, today announced a wave of platform updates that enhance the core capabilities of its conversational AI stack. The release includes Azure Neural HD text-to-speech, built-in noise suppression, MCP server integration, embeddable AI Agent widgets, and robust tools for versioning and testing. These features give developers more power and flexibility to build high-quality Voice AI Agents at scale while simplifying deployment and improving audio quality across every interaction.

    One of the most notable updates is the addition of Microsoft Azure Neural HD voices to Telnyx’s text-to-speech (TTS) lineup. These ultra-realistic voices offer expressive, human-like delivery and are trained on millions of multilingual utterances. Developers can now toggle between Telnyx-native and Azure Neural HD voices with a single parameter. With transparent, pay-as-you-go pricing and full support for bring-your-own-carrier (BYOC) routing, this update provides premium voice quality and total flexibility across voice experiences.

    Additionally, Telnyx has refreshed its own text-to-speech portfolio with crisper NaturalHD voices that add richer emotion, handle disfluencies such as “um” and “uh,” and even deliver light laughter. Developers can toggle among voice options via the AI Assistant Builder or with a single parameter in the Voice API or TeXML, keeping existing carrier routes and pay-as-you-go pricing so they can align audio quality with call intent and budget without changing their infrastructure.

    In parallel, Telnyx has enhanced the audio experience of its Voice AI Agents by introducing built-in noise suppression. This feature is designed to make conversations feel smoother and more lifelike, especially in real-world environments like mobile networks or shared spaces. Noise suppression filters out background sounds to ensure clarity, delivering a more engaging and professional voice experience right out of the box.

    Telnyx has expanded its transcription capabilities with support for Deepgram’s Nova 2 and Nova 3 speech-to-text models, bringing low-latency, production-grade transcription to Voice AI Agents. With advanced accuracy in noisy environments and built-in support for over 30 multilingual voices and dialects, Deepgram enables teams to deliver faster, more natural conversations across global use cases.

    Voice AI Agents now support direct integration with official Model Context Protocol (MCP) servers. This significantly simplifies the process of connecting to public APIs that support the MCP standard. By removing the need for middleware or manual tooling, developers can set up integrations faster, reduce complexity, and unlock a broader range of use cases powered by third-party data and services.

    On the front-end, businesses can now deploy Voice AI Agents as a widget directly on their websites with a single snippet of code. The new widget functionality enables fully interactive voice agents to go live in minutes without needing additional development lift. This makes it easier than ever to add AI-powered voice support, lead capture, and automation to customer-facing experiences.

    Finally, Telnyx has rolled out versioning and testing tools for Voice AI Agents to help teams iterate with greater control. Developers can now create and manage multiple versions of an agent, test updates without impacting production, and safely deploy changes using A/B testing or canary releases. This update simplifies prompt engineering and provides a reliable workflow for improving agent behavior while minimizing risk, especially for high-volume or regulated deployments.

    With these updates, Telnyx continues to invest in a full-stack platform purpose-built for real-time conversational AI. Whether improving audio quality, simplifying integrations, enabling rapid testing, or accelerating deployment, every feature is designed to help teams launch faster and scale with confidence. These releases mark another step towards a more flexible, production-ready infrastructure for building intelligent voice experiences at scale.

    Experience the benefit of these features in your Voice AI Agents today at telnyx.com.

    About Telnyx: Telnyx delivers global, carrier-grade communications infrastructure combined with advanced conversational AI, providing businesses with reliable, scalable, and intelligent customer interaction solutions. Organizations worldwide choose Telnyx for its robust infrastructure, intuitive tools, and unmatched support.

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  • MIL-OSI: Duos Technologies Group, Inc. Announces Pricing of $40 Million Upsized and Oversubscribed Public Offering of Common Stock

    Source: GlobeNewswire (MIL-OSI)

    With over $40 million in expected cash on hand, Duos is now fully capitalized to fulfill its $50 million revenue pipeline and advance deployment of an additional 65 Edge Data Centers

    Offering included primary participation from fundamental institutional investors, including a leading long-only mutual fund, several preeminent global investment managers, and existing investors

    JACKSONVILLE, Fla., July 30, 2025 (GLOBE NEWSWIRE) — Duos Technologies Group, Inc. (“Duos” or the “Company”) (Nasdaq: DUOT) a provider of adaptive, versatile and streamlined Edge Data Center (“EDC”) solutions tailored to meet evolving needs in any environment, today announced the pricing of its upsized and oversubscribed underwritten public offering of 6,666,667 shares of its common stock at a public offering price of $6.00 per share, before deducting underwriting discounts, commissions, and offering expenses. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 838,851 shares to cover over-allotments at the public offering price.

    With over $40 million in cash now expected on the balance sheet, Duos is now fully capitalized to fulfill its $50 million revenue pipeline and advance deployment of 65 additional Edge Data Centers. The offering included primary participation from fundamental institutional investors, including a leading long-only mutual fund, several preeminent global investment managers, and existing investors.

    The net proceeds from the offering will be used to expand, accelerate, and further commercialize the Company’s Edge Data Center business. With this funding, the Company is now fully capitalized to execute on its $50 million revenue pipeline and advance to Stage 2 of its EDC strategy, which is the development and deployment of 65 edge data centers.

    Titan Partners Group, a division of American Capital Partners, is acting as the sole bookrunner for the offering.

    “We are excited to announce this offering and the strong support from both new and existing investors,” said Charles Ferry, CEO of the Company. “Their commitment reflects confidence in Duos’ future and the transformational growth we are now positioned to unlock, with a strong cash position and accelerating demand from our Edge Data Center customers.”

    The offering is expected to close on or about August 1, 2025, subject to customary closing conditions.

    The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-272603) filed with the Securities and Exchange Commission (“SEC”) on June 12, 2023, and declared effective by the SEC on June 21, 2023, and a registration statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, was filed with the SEC and became effective on July 30, 2025.

    A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. A final prospectus supplement will be filed with the SEC. Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 29th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other 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 Duos Technologies Group, Inc.

    Duos Technologies Group, Inc. (Nasdaq: DUOT), based in Jacksonville, Florida, through its wholly owned subsidiaries, Duos Technologies, Inc., Duos Edge AI, Inc., and Duos Energy Corporation, designs, develops, deploys and operates intelligent technology solutions for Machine Vision and Artificial Intelligence (“AI”) applications including real-time analysis of fast-moving vehicles, Edge Data Centers and power consulting. For more information, visit www.duostech.com, www.duosedge.ai and www.duosenergycorp.com.

    Forward-Looking Statements
    This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things our plans, strategies and prospects — both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” and “potential,” among others. Any statements other than statements of historical fact contained herein, including statements as to the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering, are forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law. All forward-looking statements attributable to Duos Technologies Group, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.

    This press release was published by a CLEAR® Verified individual.

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  • MIL-OSI: GL Supports SIP and RTP Testing for Next-Gen Networks

    Source: GlobeNewswire (MIL-OSI)

    GAITHERSBURG, Md., July 30, 2025 (GLOBE NEWSWIRE) — GL Communications Inc., a global leader in telecom testing solutions, addressed the press regarding their SIP protocol emulation and testing solutions. In today’s dynamic telecom environment, ensuring the reliable operation of SIP-based VoIP devices and networks is essential. This powerful platform emulates all key SIP elements and generates real-time SIP and RTP traffic for thorough testing.

    [For illustration, refer to sip-architecture.jpg]

    Vijay Kulkarni, CEO of GL Communications, states “GL’s Message Automation & Protocol Simulation (MAPS™) is a flexible software program that can emulate a wide variety of telecommunications protocols. MAPS™ SIP is a specialized application within this platform that focuses on testing SIP-based communication systems. It emulates key SIP elements such as User Agent Client (UAC), User Agent Server (UAS), Registrar, and Redirect servers.”

    MAPS™ SIP emulates complex SIP call flows and supports high-volume call generation with real-time transmission of voice, video, fax, and messaging traffic. With full support for SIP over UDP, TCP, and TLS, it ensures performance validation, resolves interoperability issues, and confirms compliance with industry standards across VoIP and IP multimedia networks.

    Key Features:

    • Scalable Bulk Call Generation and Load Testing
      MAPS™ SIP supports up to 2,000 concurrent media calls at 250 calls per second (CPS) and 70,000 signaling-only calls at 750 CPS. With the MAPS™ RTP High Density appliance, it scales to 160,000 calls at 800 CPS, making it ideal for testing network performance under heavy load in both lab and field setups.
    • Flexible SIP Emulation for VoIP and Air Traffic Control Networks
      A single instance of MAPS™ SIP can emulate multiple SIP entities and generate diverse SIP messages without extra hardware. It also supports EUROCAE ED-137C standards, allowing accurate emulation of Air Traffic Control communication systems.
    • SIP Testing for Gateway and Analog Telephone Adapter (ATA)
      MAPS™ SIP validates Gateway and ATA devices by testing connectivity, signaling behavior, and voice quality. It handles RTP traffic types including voice, tones, digits, and both pass-through and T.38 fax.
    • Remote Control and Integration
      The platform supports remote operation via a client-server Command Line Interface and APIs in Python or Java. This enables easy automation, integration with external systems, and distributed testing across different environments.
    • Fax over IP Emulation and Analysis
      Automates fax call generation and analysis for both T.30 and T.38 sessions. Users can assess transmission quality, protocol handling, and system performance across SIP networks.
    • Instant Messaging Support for NG9-1-1 over SIP
      MAPS™ SIP integrates Message Session Relay Protocol (MSRP) to support instant messaging in NG9-1-1 networks. It enables testing of IM-only sessions as well as mixed audio and messaging scenarios to ensure emergency communication reliability.
    • Multimedia Call Emulation with Audio, Video, and Text Messaging
      The tool can emulate SIP calls with audio, video, and text messaging in a single session. Each call includes separate RTP streams for comprehensive end-to-end multimedia testing.
    • Ensuring Protocol Compliance Across SIP Interfaces
      MAPS™ SIP supports standard SIP as well as SIP-I, SIP IMS, and SIP MSRP. It helps verify protocol conformance across diverse implementations.
    • End-to-End IP Multimedia Subsystem (IMS) Testing for VoLTE, VoWiFi, and 5G Services
      The MAPS™ SIP IMS Test Suite emulates core IMS nodes and supports SIP, RTP, and Diameter protocols. It’s ideal for testing VoLTE, VoNR, and 5G services, ensuring seamless session management and interoperability.
    • SIP Protocol Conformance Testing with ETSI Support
      With over 400 ETSI-based test cases (IETF RFC 3261, ETSI TS 102-027-2 v4.1.1 (2006-07)), MAPS™ SIP Conformance Suite ensures thorough validation of SIP implementations. It can be configured as a UAC to test UAS devices for registration, call control, proxy, and redirect functions.
    • Automated Interactive Voice Response (IVR) Testing
      MAPS™ SIP automates IVR testing by sending DTMF tones or voice inputs. This allows for seamless navigation through IVR prompts and validation of response accuracy.

    About GL Communications Inc.,

    GL Communications is a global provider of telecom test and measurement solutions. GL’s solutions verify the quality and reliability of Wireless, Fiber Optic, TDM and Analog networks.

    Warm Regards,

    Vikram Kulkarni, PhD

    Phone: 301-670-4784 x114

    Email: info@gl.com

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