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Category: GlobeNewswire

  • MIL-OSI: Once Insurance Partners With Retailers To Embed Jewelry Protection at Checkout

    Source: GlobeNewswire (MIL-OSI)

    Photo Courtesy of Once Insurance

    NEW YORK, June 30, 2025 (GLOBE NEWSWIRE) — Once Insurance Group partnered with retail stores and ecommerce platforms to offer shoppers a more convenient way to protect their valuables. Customers can add five years of jewelry protection at checkout and skip appraisals, paperwork, or annual renewals. This step marks the company’s first set of retail integrations and expands its presence in the U.S. market.

    Once Insurance began introducing the program in select physical stores and online platforms. The initiative supports the company’s aim to make coverage easier and more accessible, especially for people not traditionally insured for lower-priced items. The company designed the product for shoppers purchasing pieces under $5,000, a group often excluded from standard insurance due to process complexity or cost.

    Shoppers can sign up for jewelry protection by scanning a QR code in-store, selecting the option during checkout, or using a kiosk. Once Insurance sends a digital policy within minutes. This removes the need to speak with an agent or obtain an appraisal. The five-year plan costs about 35 percent less than paying for five separate annual policies. The process is entirely digital, from getting a quote to receiving the insurance certificate.

    Retailers benefit from offering jewelry protection directly at the time of purchase. This option adds a valuable service for customers while generating new revenue. Once Insurance provides point-of-sale materials that explain the product and walk customers through how to use it. The company uses a single-payment model, with no appraisals or monthly charges.

    “We reach customers that traditional insurance has overlooked,” says Dan Siegel, Director of Carrier Market for Once Insurance. “By placing jewelry protection directly into the retail experience, we make it easy for people to protect what matters most.”

    This strategy matches a broader shift in how insurance providers distribute personal coverage. A GlobalData survey found that 31.6 percent of insurance professionals see embedded coverage as the main growth channel for personal lines over the next several years.

    Once insurance continues to expand its offerings, in addition to valuable coverage, the team will build a term life insurance product that uses the same single-payment structure. The company also plans to introduce similar options for collectibles and other rarely insured items.

    “We are developing a one-time payment term life insurance product,” Siegel says. “It follows the same principle by removing friction and focusing on value from the start.”

    About Once Insurance Group

    Once Insurance Group launched in 2024, aiming to make jewelry protection and valuables coverage more practical and affordable. The company offers digital policies with one-time payments, no appraisals, no deductibles, and no recurring fees. Once works with retailers, online stores, and payment platforms to offer insurance where customers are already making purchases.

    Media Contact

    Contact information:
    Organization / Company: Once Insurance Group
    Company website: https://www.onceinsurance.com
    Contact Email Address: media@onceinsurance.com

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/e4fc35ff-17d2-41f7-b872-f5a54b5ea50c

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: Class Action Attorney Juan Monteverde Investigates the Merger of Turnstone Biologics Corp. (NASDAQ: TSBX)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, June 30, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Turnstone Biologics Corp. (NASDAQ: TSBX) related to its sale to XOMA Royalty Corporation in which existing Turnstone shareholders will receive $0.34 in cash per share and one non-transferable contingent value right. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: Willis Lease Finance Corporation Completes Sale of Consultancy and Advisory Arm to Joint Venture with Mitsui & Co.

    Source: GlobeNewswire (MIL-OSI)

    COCONUT CREEK, Fla., June 30, 2025 (GLOBE NEWSWIRE) — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), a leading lessor of commercial aircraft engines and global provider of aviation services, announced today the successful close of its previously reported sale of Bridgend Asset Management Limited (“BAML”), its consultancy and advisory arm, to Willis Mitsui & Co. Engine Support Limited (“WMES”), the Company’s long-standing joint venture with Mitsui & Co., Ltd. (“Mitsui”).

    After the closing, BAML will be officially renamed Willis Mitsui & Co. Asset Management Limited (“WAML”), reflecting its new position within the joint venture structure and its expanded strategic role going forward.

    This transaction strengthens the WMES platform by integrating technical consultancy and records management services into its operations, enhancing its capabilities, reach, and efficiency across aviation asset management. WMES, established in 2011 and headquartered in Dublin, now manages assets totaling approximately $380 million, a figure expected to grow with its expanded service offerings.

    “This is a milestone for WLFC and our partnership with Mitsui,” said Austin C. Willis, Chief Executive Officer of WLFC. “It is the first step towards closer collaboration and significant growth in our joint venture, WMES.”

    “With this transaction, we deepen our collaboration with WLFC and expand the scope of WMES,” shared Yuichi Nagata, General Manager of the Aerospace Business Division at Mitsui. “This positions us to better serve the growing demands of the global aviation market and solidifies the joint venture’s role as a key platform for delivering comprehensive engine-related services.”

    WLFC remains a 50% owner of WMES and will continue to leverage its services to support its leasing operations while focusing on strategic initiatives to grow its aviation portfolio.

    Willis Lease Finance Corporation

    Willis Lease Finance Corporation (“WLFC”) leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, aircraft engine manufacturers and maintenance, repair, and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services through Willis Asset Management Limited, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Through Willis Engine Repair Center®, Jet Centre by Willis, and Willis Aviation Services Limited, the Company’s service offerings include Part 145 engine maintenance, aircraft line and base maintenance, aircraft disassembly, parking and storage, airport FBO and ground and cargo handling services. Willis Sustainable Fuels intends to develop, build and operate projects to help decarbonize aviation.

    Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them 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. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and the COVID-19 pandemic; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing and current reports filed with the Securities and Exchange Commission. It is advisable, however, to consult any further disclosures the Company makes on related subjects in such filings. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

    CONTACT: Lynn Mailliard Kohler
    Director, Global Corporate Communications
      415.328.4798

    The MIL Network –

  • MIL-OSI: Willis Lease Finance Corporation Completes Sale of Consultancy and Advisory Arm to Joint Venture with Mitsui & Co.

    Source: GlobeNewswire (MIL-OSI)

    COCONUT CREEK, Fla., June 30, 2025 (GLOBE NEWSWIRE) — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), a leading lessor of commercial aircraft engines and global provider of aviation services, announced today the successful close of its previously reported sale of Bridgend Asset Management Limited (“BAML”), its consultancy and advisory arm, to Willis Mitsui & Co. Engine Support Limited (“WMES”), the Company’s long-standing joint venture with Mitsui & Co., Ltd. (“Mitsui”).

    After the closing, BAML will be officially renamed Willis Mitsui & Co. Asset Management Limited (“WAML”), reflecting its new position within the joint venture structure and its expanded strategic role going forward.

    This transaction strengthens the WMES platform by integrating technical consultancy and records management services into its operations, enhancing its capabilities, reach, and efficiency across aviation asset management. WMES, established in 2011 and headquartered in Dublin, now manages assets totaling approximately $380 million, a figure expected to grow with its expanded service offerings.

    “This is a milestone for WLFC and our partnership with Mitsui,” said Austin C. Willis, Chief Executive Officer of WLFC. “It is the first step towards closer collaboration and significant growth in our joint venture, WMES.”

    “With this transaction, we deepen our collaboration with WLFC and expand the scope of WMES,” shared Yuichi Nagata, General Manager of the Aerospace Business Division at Mitsui. “This positions us to better serve the growing demands of the global aviation market and solidifies the joint venture’s role as a key platform for delivering comprehensive engine-related services.”

    WLFC remains a 50% owner of WMES and will continue to leverage its services to support its leasing operations while focusing on strategic initiatives to grow its aviation portfolio.

    Willis Lease Finance Corporation

    Willis Lease Finance Corporation (“WLFC”) leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, aircraft engine manufacturers and maintenance, repair, and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services through Willis Asset Management Limited, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Through Willis Engine Repair Center®, Jet Centre by Willis, and Willis Aviation Services Limited, the Company’s service offerings include Part 145 engine maintenance, aircraft line and base maintenance, aircraft disassembly, parking and storage, airport FBO and ground and cargo handling services. Willis Sustainable Fuels intends to develop, build and operate projects to help decarbonize aviation.

    Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them 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. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and the COVID-19 pandemic; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing and current reports filed with the Securities and Exchange Commission. It is advisable, however, to consult any further disclosures the Company makes on related subjects in such filings. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

    CONTACT: Lynn Mailliard Kohler
    Director, Global Corporate Communications
      415.328.4798

    The MIL Network –

  • MIL-OSI: JAMining Upgrades Its Cloud Mining Platform to Meet Growing Global Crypto Demand

    Source: GlobeNewswire (MIL-OSI)

    Warwick, UK, June 30, 2025 (GLOBE NEWSWIRE) — JAMining, a leading cloud mining provider, today announced significant upgrades to its cloud mining platform. The overhaul enhances user experience, expands asset support, and integrates advanced mining algorithms — positioning the company at the forefront of digital asset mining as the global cryptocurrency industry accelerates.

    The announcement comes amid a surge in institutional adoption worldwide. From major pension funds entering the Bitcoin market to growing political support in the U.S. and UK, the demand for secure, compliant crypto infrastructure has never been higher.

    “Upgrading our platform allows us to serve a rapidly diversifying user base,” said Emma Carter, spokesperson for JAMining. “We are committed to enabling frictionless participation in crypto mining for individuals and institutions alike — without the hardware complexity.”

    A Strategic Response to Industry Growth

    The global cloud mining market is projected to reach $5.6 billion by 2030, growing at a CAGR of 13.8% from 2023, according to Market Research Future. Key drivers include increasing interest in decentralized finance (DeFi), Bitcoin’s institutionalization, and green mining initiatives.

    Key Platform Upgrades

    • Expanded Asset Mining: In addition to Bitcoin (BTC), users can now mine Ethereum (ETH), Solana (SOL), XRP, and Litecoin (LTC), allowing more diverse portfolio strategies.
    • Dynamic Profitability Calculator: A revamped profitability engine now offers real-time, transparent earnings projections based on current hash rates and energy efficiency metrics.
    • AI-Powered Optimization: JAMining has introduced machine learning algorithms that automatically reallocate resources across its mining pools based on market conditions — maximizing returns while reducing energy overhead.
    • Enhanced Security Protocols: Upgrades include multi-signature wallet integrations, IP-locking, and biometric 2FA, aligning with emerging cybersecurity best practices.

    Why It Matters?

    As crypto mining transitions from hobbyist activity to institutional-grade infrastructure, secure and advanced cloud mining access is critical. JAMining’s enhanced cloud platform offers exactly that — a user-friendly gateway for crypto participation without the burdens of physical mining hardware, or maintenance.

    About JAMining
    JAMining is a UK-based cloud mining service provider. The company offers a secure, scalable platform for mining leading digital assets, with a focus on compliance, transparency, and investor education. JAMining serves both retail and institutional clients seeking trustworthy access to the crypto mining ecosystem. For more information, visit: https://jamining.com

    Media Contact:
    Emma Carter
    Communications Director, JAMining
    Email – info@jamining.com

    Disclaimer: The information provided in this press release is not a solicitation for investment, nor is it intended as investment advice, financial advice, or trading advice. Cryptocurrency mining and staking involve risk. There is potential for loss of funds. It is strongly recommended you practice due diligence, including consultation with a professional financial advisor, before investing in or trading cryptocurrency and securities.

    The MIL Network –

  • MIL-OSI: JAMining Upgrades Its Cloud Mining Platform to Meet Growing Global Crypto Demand

    Source: GlobeNewswire (MIL-OSI)

    Warwick, UK, June 30, 2025 (GLOBE NEWSWIRE) — JAMining, a leading cloud mining provider, today announced significant upgrades to its cloud mining platform. The overhaul enhances user experience, expands asset support, and integrates advanced mining algorithms — positioning the company at the forefront of digital asset mining as the global cryptocurrency industry accelerates.

    The announcement comes amid a surge in institutional adoption worldwide. From major pension funds entering the Bitcoin market to growing political support in the U.S. and UK, the demand for secure, compliant crypto infrastructure has never been higher.

    “Upgrading our platform allows us to serve a rapidly diversifying user base,” said Emma Carter, spokesperson for JAMining. “We are committed to enabling frictionless participation in crypto mining for individuals and institutions alike — without the hardware complexity.”

    A Strategic Response to Industry Growth

    The global cloud mining market is projected to reach $5.6 billion by 2030, growing at a CAGR of 13.8% from 2023, according to Market Research Future. Key drivers include increasing interest in decentralized finance (DeFi), Bitcoin’s institutionalization, and green mining initiatives.

    Key Platform Upgrades

    • Expanded Asset Mining: In addition to Bitcoin (BTC), users can now mine Ethereum (ETH), Solana (SOL), XRP, and Litecoin (LTC), allowing more diverse portfolio strategies.
    • Dynamic Profitability Calculator: A revamped profitability engine now offers real-time, transparent earnings projections based on current hash rates and energy efficiency metrics.
    • AI-Powered Optimization: JAMining has introduced machine learning algorithms that automatically reallocate resources across its mining pools based on market conditions — maximizing returns while reducing energy overhead.
    • Enhanced Security Protocols: Upgrades include multi-signature wallet integrations, IP-locking, and biometric 2FA, aligning with emerging cybersecurity best practices.

    Why It Matters?

    As crypto mining transitions from hobbyist activity to institutional-grade infrastructure, secure and advanced cloud mining access is critical. JAMining’s enhanced cloud platform offers exactly that — a user-friendly gateway for crypto participation without the burdens of physical mining hardware, or maintenance.

    About JAMining
    JAMining is a UK-based cloud mining service provider. The company offers a secure, scalable platform for mining leading digital assets, with a focus on compliance, transparency, and investor education. JAMining serves both retail and institutional clients seeking trustworthy access to the crypto mining ecosystem. For more information, visit: https://jamining.com

    Media Contact:
    Emma Carter
    Communications Director, JAMining
    Email – info@jamining.com

    Disclaimer: The information provided in this press release is not a solicitation for investment, nor is it intended as investment advice, financial advice, or trading advice. Cryptocurrency mining and staking involve risk. There is potential for loss of funds. It is strongly recommended you practice due diligence, including consultation with a professional financial advisor, before investing in or trading cryptocurrency and securities.

    The MIL Network –

  • MIL-OSI: ServisFirst Bancshares, Inc. to Announce Second Quarter 2025 Financial Results July 21st

    Source: GlobeNewswire (MIL-OSI)

    BIRMINGHAM, Ala., June 30, 2025 (GLOBE NEWSWIRE) — ServisFirst Bancshares, Inc. (NYSE: SFBS) is scheduled to announce earnings and operating results for the quarter ended June 30, 2025 on July 21, 2025 at 4 p.m. ET. The news release will be available at www.servisfirstbancshares.com.

    ServisFirst Bancshares, Inc. will host a live audio webcast to discuss earnings and results on Monday, July 21, 2025 beginning at 5:15 p.m. ET. The audio webcast can be accessed at www.servisfirstbancshares.com. A replay of the call will be available until July 31, 2025.

    About ServisFirst Bancshares, Inc.

    ServisFirst Bancshares, Inc. is a bank holding company based in Birmingham, Alabama. Through its subsidiary ServisFirst Bank, ServisFirst Bancshares, Inc. provides business and personal financial services from locations in Alabama, Florida, Georgia, North and South Carolina, Tennessee, and Virginia. Through the bank, we originate commercial, consumer and other loans and accept deposits, provide electronic banking services, such as online and mobile banking, including remote deposit capture, deliver treasury and cash management services and provide correspondent banking services to other financial institutions.

    ServisFirst Bancshares, Inc. files periodic reports with the U.S. Securities and Exchange Commission (SEC). Copies of its filings may be obtained through the SEC’s website at www.sec.gov or at www.servisfirstbancshares.com.

    More information about ServisFirst Bancshares, Inc. may be obtained over the Internet at www.servisfirstbancshares.com or by calling
    (205) 949-0302.

    Contact: ServisFirst Bank
    Davis Mange (205) 949-3420
    DMange@servisfirstbank.com

    The MIL Network –

  • MIL-OSI: ServisFirst Bancshares, Inc. to Announce Second Quarter 2025 Financial Results July 21st

    Source: GlobeNewswire (MIL-OSI)

    BIRMINGHAM, Ala., June 30, 2025 (GLOBE NEWSWIRE) — ServisFirst Bancshares, Inc. (NYSE: SFBS) is scheduled to announce earnings and operating results for the quarter ended June 30, 2025 on July 21, 2025 at 4 p.m. ET. The news release will be available at www.servisfirstbancshares.com.

    ServisFirst Bancshares, Inc. will host a live audio webcast to discuss earnings and results on Monday, July 21, 2025 beginning at 5:15 p.m. ET. The audio webcast can be accessed at www.servisfirstbancshares.com. A replay of the call will be available until July 31, 2025.

    About ServisFirst Bancshares, Inc.

    ServisFirst Bancshares, Inc. is a bank holding company based in Birmingham, Alabama. Through its subsidiary ServisFirst Bank, ServisFirst Bancshares, Inc. provides business and personal financial services from locations in Alabama, Florida, Georgia, North and South Carolina, Tennessee, and Virginia. Through the bank, we originate commercial, consumer and other loans and accept deposits, provide electronic banking services, such as online and mobile banking, including remote deposit capture, deliver treasury and cash management services and provide correspondent banking services to other financial institutions.

    ServisFirst Bancshares, Inc. files periodic reports with the U.S. Securities and Exchange Commission (SEC). Copies of its filings may be obtained through the SEC’s website at www.sec.gov or at www.servisfirstbancshares.com.

    More information about ServisFirst Bancshares, Inc. may be obtained over the Internet at www.servisfirstbancshares.com or by calling
    (205) 949-0302.

    Contact: ServisFirst Bank
    Davis Mange (205) 949-3420
    DMange@servisfirstbank.com

    The MIL Network –

  • MIL-OSI: Ascent Solar Technologies, Inc. Announces Closing of $2.0 Million Public Offering

    Source: GlobeNewswire (MIL-OSI)

    THORNTON, Colo., June 30, 2025 (GLOBE NEWSWIRE) — Ascent Solar Technologies, Inc. (NASDAQ: ASTI) (“Ascent” or the “Company”), the leading U.S. innovator in the design and manufacture of featherweight, flexible, and durable CIGS thin-film photovoltaic (PV) solutions, today announced the closing of its previously announced public offering of an aggregate of 1,000,000 shares of its common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 1,000,000 shares of common stock (the “Warrants”), at a combined public offering price of $2.00 per share (or per pre-funded warrants in lieu thereof) and accompanying Warrant. The Warrants have an exercise price of $2.00 per share, are exercisable immediately upon issuance, and expire on the five-year anniversary of the initial issuance date.

    H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

    The aggregate gross proceeds to the Company from the offering were $2.0 million before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital, product development activities, general and administrative expenses and other general corporate purposes.

    The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-288300), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 27, 2025. The offering was made only by means of a prospectus forming part of the effective registration statement relating to the offering. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

    This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall 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 the registration or qualification under the securities laws of any such state or other jurisdiction.

    About Ascent Solar Technologies, Inc.

    Backed by 40 years of R&D, 15 years of manufacturing experience, numerous awards, and a comprehensive IP and patent portfolio, Ascent Solar Technologies, Inc. is a leading provider of innovative, high-performance, flexible thin-film solar panels for use in environments where mass, performance, reliability, and resilience matter. Ascent’s photovoltaic (PV) modules have been deployed on space missions, multiple airborne vehicles, agrivoltaic installations, in industrial/commercial construction as well as an extensive range of consumer goods, revolutionizing the use cases and environments for solar power. Ascent Solar’s research and development center and 5-MW nameplate production facility is in Thornton, Colorado. To learn more, visit https://www.ascentsolar.com.

    Forward-Looking Statements

    Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements” including statements about the anticipated use of proceeds from the offering. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the company’s actual operating results to be materially different from any historical results or from any future results expressed or implied by such forward-looking statements, including market and other conditions. We have based these forward-looking statements on our current assumptions, expectations, and projections about future events. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as “will,” “believes,” “belief,” “expects,” “expect,” “intends,” “intend,” “anticipate,” “anticipates,” “plans,” “plan,” to be uncertain and forward-looking. No information in this press release should be construed as any indication whatsoever of our future revenues, stock price, or results of operations. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the company’s filings with the Securities and Exchange Commission including those discussed under the heading “Risk Factors” in our most recently filed reports on Forms 10-K and 10-Q.

    Media Contact

    Spencer Herrmann

    FischTank PR

    ascent@fischtankpr.com

    The MIL Network –

  • MIL-OSI: Ascent Solar Technologies, Inc. Announces Closing of $2.0 Million Public Offering

    Source: GlobeNewswire (MIL-OSI)

    THORNTON, Colo., June 30, 2025 (GLOBE NEWSWIRE) — Ascent Solar Technologies, Inc. (NASDAQ: ASTI) (“Ascent” or the “Company”), the leading U.S. innovator in the design and manufacture of featherweight, flexible, and durable CIGS thin-film photovoltaic (PV) solutions, today announced the closing of its previously announced public offering of an aggregate of 1,000,000 shares of its common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 1,000,000 shares of common stock (the “Warrants”), at a combined public offering price of $2.00 per share (or per pre-funded warrants in lieu thereof) and accompanying Warrant. The Warrants have an exercise price of $2.00 per share, are exercisable immediately upon issuance, and expire on the five-year anniversary of the initial issuance date.

    H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

    The aggregate gross proceeds to the Company from the offering were $2.0 million before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital, product development activities, general and administrative expenses and other general corporate purposes.

    The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-288300), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 27, 2025. The offering was made only by means of a prospectus forming part of the effective registration statement relating to the offering. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

    This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall 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 the registration or qualification under the securities laws of any such state or other jurisdiction.

    About Ascent Solar Technologies, Inc.

    Backed by 40 years of R&D, 15 years of manufacturing experience, numerous awards, and a comprehensive IP and patent portfolio, Ascent Solar Technologies, Inc. is a leading provider of innovative, high-performance, flexible thin-film solar panels for use in environments where mass, performance, reliability, and resilience matter. Ascent’s photovoltaic (PV) modules have been deployed on space missions, multiple airborne vehicles, agrivoltaic installations, in industrial/commercial construction as well as an extensive range of consumer goods, revolutionizing the use cases and environments for solar power. Ascent Solar’s research and development center and 5-MW nameplate production facility is in Thornton, Colorado. To learn more, visit https://www.ascentsolar.com.

    Forward-Looking Statements

    Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements” including statements about the anticipated use of proceeds from the offering. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the company’s actual operating results to be materially different from any historical results or from any future results expressed or implied by such forward-looking statements, including market and other conditions. We have based these forward-looking statements on our current assumptions, expectations, and projections about future events. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as “will,” “believes,” “belief,” “expects,” “expect,” “intends,” “intend,” “anticipate,” “anticipates,” “plans,” “plan,” to be uncertain and forward-looking. No information in this press release should be construed as any indication whatsoever of our future revenues, stock price, or results of operations. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the company’s filings with the Securities and Exchange Commission including those discussed under the heading “Risk Factors” in our most recently filed reports on Forms 10-K and 10-Q.

    Media Contact

    Spencer Herrmann

    FischTank PR

    ascent@fischtankpr.com

    The MIL Network –

  • MIL-OSI: DataGrail Report: Consumer Demand for Data Privacy Surges, Driving Up Business Costs as Data Deletion Requests Rise

    Source: GlobeNewswire (MIL-OSI)

    SAN FRANCISCO, June 30, 2025 (GLOBE NEWSWIRE) — Consumers are reclaiming control of their personal data—and businesses are feeling the impact. DataGrail’s newly released 2025 Data Privacy Trends Report shows a surge in data deletion and do not share requests, skyrocketing privacy expectations globally, and a failure by companies to honor consumer consent – driving up compliance costs across the board.

    DataGrail 2025 Privacy Trends Report Highlights:

    • Data deletion requests are surging, rising 82% year-over-year, surpassing access and do not sell requests for the fourth consecutive year.
    • Compliance costs are skyrocketing, largely due to the manual processing of Data Subject Requests (DSRs). Managing DSRs now costs businesses an estimated $1.26 million annually per 5 million unique website visitors—a 43% increase over 2023.
    • “Do Not Sell” (DNS) requests are gaining significant traction, with an increase of 37% over 2023. This increase is worth noting as organizations face heightened scrutiny from bodies like the California Privacy Protection Agency (CPPA), which has focused litigation on ensuring companies honor these opt-out requests.
    • New state laws are driving more action. Seven new U.S. state laws went into effect in 2024. As a result, 41% of DSRs in 2024 came from states with active privacy laws – an increase of 229% from the 12.5% of DSRs we received from states with active privacy laws in 2023.
    • 69% of businesses violate consumer consent. Despite consumers setting their opt-out preferences, businesses continue to deploy tracking cookies, risking fines, lawsuits, and damage to their brand.

    “Our 2025 report clearly shows that consumers are taking control over their data privacy rights and are actively exercising those rights by demanding deletion of their data,” said Daniel Barber, co-founder and CEO of DataGrail. “This surge in DSRs, particularly deletions, is making compliance more expensive for organizations. The privacy landscape, driven by stricter laws and heightened enforcement globally, means proactive data privacy management is no longer optional but mandatory for brands.”

    “The trends highlighted in DataGrail’s 2025 report underscore a critical shift in the data privacy landscape,” said Ryan O’Leary, Research Director, Privacy and Legal Technology, IDC. “The significant increase in data deletion requests, coupled with rising compliance costs and continued violations of consumer consent indicates that organizations need to prioritize robust data privacy management.”

    Consumers expect privacy regardless of location or legislation
    Around the world, consumer demand for control over personal data is seeing momentum. Globally, 31.5% of DSRs came from countries without privacy laws. In the U.S., 46.6% of requests were made by people in states that didn’t have privacy laws in effect.

    Majority of businesses not honoring do not sell preferences
    As consumers automate do not sell requests, a majority of organizations are not honoring those requests, putting their organizations at risk for regulatory scrutiny, potentially leading to costly fines, lawsuits, or reputational damage to their brand. An audit of 5,000 websites reveals that 69% of organizations fire 3 or more cookie trackers despite website visitors opting out. This means organizations have not correctly implemented consent mechanisms and are tracking consumer activities to retarget them with ads without their consent.

    Data brokerage industry tops list for most data privacy requests
    Privacy requests in 2024 among data brokers were the highest category of requests across industries. Driven by the California Delete Act, which put renewed pressure on data brokers to honor deletion requests, combined with an uptick in companies that delete data, heightened concern over data breaches, political uncertainty and AI’s expanding use of personal data. These factors are driving a surge in consumer privacy actions and reshaping the data landscape.

    Methodology
    DataGrail analyzed the Data Subject Requests (DSRs) it helped process on behalf of customers from January 1 to December 31, 2023. The customer set has more than 700 million records, where a “record” is defined as a single, individual record associated with a unique identifier within a customer’s database. To determine the cost of processing requests, DataGrail used Gartner’s manual processing estimate of $1,524 per DSR.

    To normalize the data across various company sizes, DataGrail calculated DSRs per one million identities. To account for variability, DataGrail used a “10% trim mean” calculation to determine benchmarks. The dataset includes DSRs submitted under the California Consumer Privacy Act (CCPA) and General Data Protection Regulation (GDPR), along with DSRs received in the U.S. and globally that don’t fall under those regulatory umbrellas. As a United States-based company, with primarily U.S.-based customers, DataGrail’s dataset may skew toward DSRs from the U.S.

    About DataGrail
    DataGrail is the data privacy company for this era. We help brands minimize risk, stay a step ahead of consumer and employee expectations, and safeguard their reputation. Our complete, data privacy platform is powered by patented Risk Intelligence technology that detects shadow IT and makes vulnerable data visible so brands can proactively manage risk. Leveraging responsible automation at scale and the largest integration network in data privacy, DataGrail automates privacy workflows across systems to perform risk assessments, accelerate data subject request (DSR) fulfillment, and optimize resources.

    Headquartered in San Francisco, the world’s most trusted brands partner with DataGrail on their data privacy journey, including Salesforce, FanDuel, Dexcom, Databricks, among others.

    Media Contact
    press@datagrail.io

    The MIL Network –

  • MIL-OSI: Indigo Acquisition Corp. Announces Pricing of $100,000,000 Initial Public Offering

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, June 30, 2025 (GLOBE NEWSWIRE) — Indigo Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 10,000,000 units at $10.00 per unit. The Company’s units will be listed on the Nasdaq Global Market (“Nasdaq”) and will begin trading tomorrow, July 1, 2025, under the ticker symbol “INACU.” Each unit consists of one ordinary share and one right entitling its holder to receive one tenth of one ordinary share upon the Company’s completion of an initial business combination, subject to adjustment. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on Nasdaq under the symbols “INAC” and “INACR,” respectively.

    The Company is a Cayman exempt company, formed as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company intends to focus on opportunities with established, profitable companies with attractive market positions and/or growth potential that can leverage our management team’s experience and expertise. The Company is led by its Chairman of the Board and Chief Executive Officer, James S. Cassel, and its Chief Operating Officer and Chief Financial Officer, Scott Salpeter.

    EarlyBirdCapital, Inc. is acting as the book-running manager for the offering and IB Capital is acting as co-manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from EarlyBirdCapital, Inc., 366 Madison Avenue, New York, New York 10017, Attention: Syndicate Department, or (212) 661-0200.

    A registration statement relating to these securities was filed with the Securities and Exchange Commission (the “SEC”) and was declared effective on June 30, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

    FORWARD-LOOKING STATEMENTS

    This press release contains statements that constitute “forward-looking statements.” No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated in the offering prospectus. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

    Contact:

    James S. Cassel, CEO
    jcassel@cs-ib.com
    305-438-7700

    Scott Salpeter, CFO
    ssalpeter@cs-ib.com 
    305-438-7700

    The MIL Network –

  • MIL-OSI: SunnyMining passes official certification and launches global free cloud mining reward program

    Source: GlobeNewswire (MIL-OSI)

    Manchester, United Kingdom, June 30, 2025 (GLOBE NEWSWIRE) — SunnyMining, a world-renowned cloud mining platform, recently passed the authoritative official certification and officially announced the launch of the global “Free Cloud Mining Reward Program”. Users can easily mine mainstream digital assets such as BTC, LTC, DOGE, and quickly start daily passive income without configuring any equipment or mastering professional skills.

    The plan relies on SunnyMining’s self-developed AI computing power scheduling system and smart contract engine to achieve fully automated mining processes and daily income settlement. Users only need to register and receive free computing power to participate in the platform’s cloud mining in real time without manual operation or additional costs.

    At present, the platform has covered more than 190 countries and regions around the world, supporting multi-currency contracts, multi-language interfaces and all-weather income distribution, and is committed to providing a safe, convenient and efficient income channel for global crypto enthusiasts.

    Passed authoritative certification, the platform is safe and reliable
    SunnyMining has recently successfully passed a number of global security and compliance certifications, covering data encryption, anti-fraud mechanisms, KYC verification and fund custody security, marking a solid step forward in the platform’s compliance operations and global layout. Official certification not only enhances the credibility of the platform, but also protects user assets.

       Official registration certificate

      Official application certificate

    Free participation, no hardware required
    The global cloud mining reward program launched this time gives free computing power to each new user. Users can start automatic cloud mining without purchasing mining machines or laying out power systems. The platform is based on AI intelligent scheduling system and green energy computing power network to dynamically allocate mining resources to ensure a stable, environmentally friendly and efficient operating environment.

    SunnyMining Platform Core Features

    1. Free mining with zero threshold
    New users can get $15 free computing power after registration. No equipment or technical background is required. You can start free cloud mining immediately.

    2. Multi-currency support, flexible income
    Supports BTC, XRP, DOGE, LTC and other mainstream cryptocurrencies. Users can choose contracts according to market trends and freely adjust mining strategies.
        Click to view contract details

    3. AI computing power scheduling system
    The platform is based on an AI-driven intelligent computing power allocation engine to optimize mining efficiency and improve income performance according to real-time network conditions.

    4. Automatic settlement of smart contracts
    All income is settled on a daily basis and automatically distributed to user accounts. No manual operation is required, which is safe and efficient.

    5. Global coverage and support for multi-language interfaces
    The platform has covered 190+ countries and regions around the world, supporting multi-language services such as English, Chinese, Spanish, French, etc., to enhance global user experience.

    6. Official certification, transparent and trustworthy
    SunnyMining has passed international compliance and platform certification, providing multiple security guarantees, and user funds and data are strictly protected.

     
    SunnyMining’s COO said: “We hope to break the technical and cost barriers of traditional crypto investment through this free cloud mining plan and provide global users with a safe, simple and stable digital asset entry.”

    For more information or to start your free mining journey now, please visit:

    SunnyMining official website ：www.sunnymining.com

    APP: https://sunnymining.com/download

    Email: info@sunnymining.com

    Attachment

    The MIL Network –

  • MIL-OSI: SunnyMining passes official certification and launches global free cloud mining reward program

    Source: GlobeNewswire (MIL-OSI)

    Manchester, United Kingdom, June 30, 2025 (GLOBE NEWSWIRE) — SunnyMining, a world-renowned cloud mining platform, recently passed the authoritative official certification and officially announced the launch of the global “Free Cloud Mining Reward Program”. Users can easily mine mainstream digital assets such as BTC, LTC, DOGE, and quickly start daily passive income without configuring any equipment or mastering professional skills.

    The plan relies on SunnyMining’s self-developed AI computing power scheduling system and smart contract engine to achieve fully automated mining processes and daily income settlement. Users only need to register and receive free computing power to participate in the platform’s cloud mining in real time without manual operation or additional costs.

    At present, the platform has covered more than 190 countries and regions around the world, supporting multi-currency contracts, multi-language interfaces and all-weather income distribution, and is committed to providing a safe, convenient and efficient income channel for global crypto enthusiasts.

    Passed authoritative certification, the platform is safe and reliable
    SunnyMining has recently successfully passed a number of global security and compliance certifications, covering data encryption, anti-fraud mechanisms, KYC verification and fund custody security, marking a solid step forward in the platform’s compliance operations and global layout. Official certification not only enhances the credibility of the platform, but also protects user assets.

       Official registration certificate

      Official application certificate

    Free participation, no hardware required
    The global cloud mining reward program launched this time gives free computing power to each new user. Users can start automatic cloud mining without purchasing mining machines or laying out power systems. The platform is based on AI intelligent scheduling system and green energy computing power network to dynamically allocate mining resources to ensure a stable, environmentally friendly and efficient operating environment.

    SunnyMining Platform Core Features

    1. Free mining with zero threshold
    New users can get $15 free computing power after registration. No equipment or technical background is required. You can start free cloud mining immediately.

    2. Multi-currency support, flexible income
    Supports BTC, XRP, DOGE, LTC and other mainstream cryptocurrencies. Users can choose contracts according to market trends and freely adjust mining strategies.
        Click to view contract details

    3. AI computing power scheduling system
    The platform is based on an AI-driven intelligent computing power allocation engine to optimize mining efficiency and improve income performance according to real-time network conditions.

    4. Automatic settlement of smart contracts
    All income is settled on a daily basis and automatically distributed to user accounts. No manual operation is required, which is safe and efficient.

    5. Global coverage and support for multi-language interfaces
    The platform has covered 190+ countries and regions around the world, supporting multi-language services such as English, Chinese, Spanish, French, etc., to enhance global user experience.

    6. Official certification, transparent and trustworthy
    SunnyMining has passed international compliance and platform certification, providing multiple security guarantees, and user funds and data are strictly protected.

     
    SunnyMining’s COO said: “We hope to break the technical and cost barriers of traditional crypto investment through this free cloud mining plan and provide global users with a safe, simple and stable digital asset entry.”

    For more information or to start your free mining journey now, please visit:

    SunnyMining official website ：www.sunnymining.com

    APP: https://sunnymining.com/download

    Email: info@sunnymining.com

    Attachment

    The MIL Network –

  • MIL-OSI: BTC Miner Cloud Mining: A Million-Dollar Opportunity Amid Crypto Market Turbulence

    Source: GlobeNewswire (MIL-OSI)

    New York City, NY, June 30, 2025 (GLOBE NEWSWIRE) — The global crypto market continues to sway between volatility and opportunity. Bitcoin has broken through key resistance levels several times in the past month, only to swiftly retrace. Ethereum is navigating complex upgrades, while XRP has surged and plummeted under legal clouds and geopolitical ripples. In such an environment, many investors are asking a pressing question: Is there a way to participate in crypto while still earning stable, predictable returns?

    A rapidly growing UK-based company, BTC Miner, believes it has found the answer.

    Cloud Mining, No Hardware Required

    Unlike traditional mining, which demands expensive hardware and technical know-how, BTC Miner champions a cloud mining model. Users do not need to purchase mining rigs, pay sky-high electricity bills, or worry about outdated hardware. By registering online and purchasing a mining contract, BTC Miner allocates computing power across its global data centers, where mining operations run automatically.

    “We want everyday people to enjoy the benefits of mining income,” says the BTC Miner team. “Cryptocurrency shouldn’t belong exclusively to a handful of tech insiders.”

    $500 Welcome Bonus Lowers Entry Barriers

    To help more users experience cloud mining with zero risk, BTC Miner offers an attractive welcome bonus:

    New users who register instantly receive a $500 bonus, which can be used to purchase a $500 mining contract. Users can start earning daily profits without depositing their own funds upfront.

    This means even newcomers with no prior crypto experience can safely dip their toes into the mining world — an especially appealing proposition during volatile times.

    FCA Regulation Ensures Compliance and Safety

    Unlike many unregulated crypto projects, BTC Miner is officially registered in the UK and operates under the strict oversight of the Financial Conduct Authority (FCA).

    “Compliance is the cornerstone of our business strategy. The security of investors’ funds and the transparency of our operations are our highest priorities,” BTC Miner states.

    All client funds are held in top-tier bank accounts and secured with SSL encryption and insurance protection.

    Referral Rewards Create Multiple Income Streams

    BTC Miner goes beyond mining profits by offering a generous referral program. The platform’s two-tier commission system works as follows:

    • Earn 7% commission on the total investments of every user you directly refer.
    • Earn an additional 2% commission if your referred users bring in new users themselves.

    This dual-layer structure means that even those who prefer not to expand their own investments can still build substantial passive income simply by sharing their referral link.

    How to Make Money: Four Simple Steps

    BTC Miner makes it simple for anyone to earn crypto profits through four easy steps:

    1. Register an Account
       Visit https://btcminer.net and sign up for a free account to claim your $500 welcome bonus.
    2. Select a Mining Contract
       Explore various cloud mining plans on the platform, choosing one that suits your budget and timeframe.
    3. Start Mining Automatically
       Once you purchase a contract, the system assigns mining power and begins operations automatically — no technical expertise required.
    4. Daily Profit Settlement
       Every 24 hours, the platform calculates mining earnings and credits them to your account balance. Users can track profits in real time via their dashboards.

    Additionally, users can maximize earnings through BTC Miner’s referral program, inviting others to join and invest.

    Stable Earnings, Paid Daily

    BTC Miner guarantees that all mining profits are calculated and settled every 24 hours, providing a level of fixed daily income that shields users from the extreme volatility that often plagues traditional crypto trading. For investors seeking consistency, this model offers a refreshing alternative.

    Cloud Mining Rising in Popularity Amid Market Instability

    With global crypto markets remaining unpredictable, investors are increasingly looking for ways to generate returns without being exposed to constant price swings. BTC Miner — combining regulatory compliance, the convenience of cloud mining, and innovative revenue streams — is emerging as a leading solution for those seeking to balance crypto potential with financial stability.

    From first-time crypto explorers to seasoned investors, many are starting to view BTC Miner as a trusted shield against market volatility — and a gateway to substantial passive income.

    Ready to unlock your own million-dollar opportunity in cloud mining?
    Visit BTC Miner and claim your $500 welcome bonus： https://btcminer.net

    Official email: info@btcminer.net

    Attachment

    The MIL Network –

  • MIL-OSI: Hawthorn Bancshares joins Russell 3000® and Russell 2000® Indexes in FTSE Russell’s 2025 Reconstitution

    Source: GlobeNewswire (MIL-OSI)

    Jefferson City, Mo., June 30, 2025 (GLOBE NEWSWIRE) — Hawthorn Bancshares, Inc. (NASDAQ: HWBK), (the “Company”), the bank holding company for Hawthorn Bank, is pleased to announce they met the criteria for inclusion in the broad-market Russell 3000® Index (the “Russell 3000”) and the small-cap Russell 2000® Index (the “Russell 2000”) at the conclusion of the Russell indexes’ reconstitution. The inclusion is effective today with the opening of the U.S. market.

    Inclusion in the Russell 2000, which is maintained for one year, is based on inclusion in the broader Russell 3000. The Company’s common stock will be automatically added to the appropriate growth and value indexes.

    The Russell 3000 is comprised of the largest 3,000 U.S. public companies by market capitalization. The Russell 2000 is a subset of the Russell 3000 that is limited to small-cap companies. The indexes are reconstituted by ranking companies based on total market capitalization as of the reconstitution rank date. Index membership results in automatic inclusion in the relevant growth and value style indexes.

    “We are pleased to join these key market indexes,” said Brent M. Giles, Director and CEO of Hawthorn Bancshares, Inc. “Our inclusion in the Russell 3000 and the Russell 2000 is representative of our growth and progress over the past few years. We believe the recognition enhances our visibility in the broader investment community and serves as validation of our ability to drive value to our shareholders.”

    The Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. According to the data as of the end of June 2024, about $10.6 trillion in assets are benchmarked against the Russell US indexes, which belong to FTSE Russell, the global index provider.

    For more information on the Russell 2000, Russell 3000, and the Russell indexes’ reconstitution, visit the “Russell Reconstitution” section on the FTSE Russell website.

    About Hawthorn Bancshares, Inc.

    Hawthorn Bancshares, Inc., a financial-bank holding company headquartered in Jefferson City, Missouri, is the parent company of Hawthorn Bank, which has served families and businesses for more than 150 years. Hawthorn Bank has multiple locations, including in the greater Kansas City metropolitan area, Jefferson City, Columbia, Springfield, and Clinton.

    Contact:

    Hawthorn Bancshares, Inc.
    Brent M. Giles
    Chief Executive Officer
    TEL: 573.761.6100
    www.HawthornBancshares.com

    Statements made in this press release that suggest Hawthorn Bancshares’ or management’s intentions, hopes, beliefs, expectations, or predictions of the future include “forward-looking statements” within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. It is important to note that actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those projected in such forward-looking statements is contained from time to time in the company’s quarterly and annual reports filed with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this communication, and the Company disclaims any obligation to update any forward-looking statement or to publicly announce the results of any revisions to any of the forward-looking statements included herein, except as required by law.

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

    Financial Highlights

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

    Financial Overview for the Three Months Ended March 31, 2025

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

    CEO Review for the First Quarter of 2025

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

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

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

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

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

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

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

    Use of Non-IFRS Financial Measures

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

    About Ellomay Capital Ltd.

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

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

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

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

    Information Relating to Forward-Looking Statements

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

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

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Statements of Financial Position
      March 31,   December 31,   March 31,
    2025   2024   2025
    Unaudited   Audited   Unaudited
    € in thousands
    		   Convenience Translation
    into US$ in thousands*
    Assets          
    Current assets:          
    Cash and cash equivalents 35,148   41,134   38,021
    Short term deposits 36,301   –   39,268
    Restricted cash 656   656   710
    Intangible asset from green certificates 195   178   211
    Trade and revenue receivables 5,911   5,393   6,394
    Other receivables 15,518   15,341   16,786
    Derivatives asset short-term 650   146   703
      94,379   62,848   102,093
    Non-current assets          
    Investment in equity accounted investee 40,107   41,324   43,385
    Advances on account of investments 547   547   592
    Fixed assets 487,100   482,747   526,914
    Right-of-use asset 41,276   34,315   44,650
    Restricted cash and deposits 15,569   17,052   16,842
    Deferred tax 8,525   9,039   9,222
    Long term receivables 13,882   13,411   15,017
    Derivatives 19,855   15,974   21,478
      626,861   614,409   678,100
               
    Total assets 721,240   677,257   780,193
               
    Liabilities and Equity          
    Current liabilities          
    Current maturities of long-term bank loans 20,761   21,316   22,458
    Current maturities of other long-term loans 5,866   5,866   6,345
    Current maturities of debentures 47,233   35,706   51,094
    Trade payables 9,928   8,856   10,738
    Other payables 8,913   10,896   9,642
    Current maturities of derivatives 40   1,875   43
    Current maturities of lease liabilities 733   714   793
    Warrants 1,740   1,446   1,882
      95,214   86,675   102,995
    Non-current liabilities          
    Long-term lease liabilities 32,673   25,324   35,344
    Long-term bank loans 242,177   245,866   261,972
    Other long-term loans 29,578   30,448   31,996
    Debentures 186,691   155,823   201,951
    Deferred tax 2,652   2,609   2,869
    Other long-term liabilities 950   939   1,028
    Derivatives 135   288   146
      494,856   461,297   535,306
    Total liabilities 590,070   547,972   638,301
               
    Equity          
    Share capital 25,613   25,613   27,707
    Share premium 86,275   86,271   93,327
    Treasury shares (1,736)   (1,736)   (1,878)
    Transaction reserve with non-controlling Interests 5,697   5,697   6,163
    Reserves 7,381   14,338   7,984
    Accumulated deficit (3,567)   (11,561)   (3,859)
    Total equity attributed to shareholders of the Company 119,663   118,622   129,444
    Non-Controlling Interest 11,507   10,663   12,448
    Total equity 131,170   129,285   141,892
    Total liabilities and equity 721,240   677,257   780,193

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

                    

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)
      For the three months
    ended March 31,    		 For the year
    ended
    December 31,    		   For the three
    months ended
    March 31,
      2025   2024   2024   2025
      Unaudited
    		   Audited   Unaudited
      € in thousands (except per share data)
    		   Convenience Translation into US$*
    Revenues 8,860   8,243   40,467   9,584
    Operating expenses (4,627)   (4,563)   (19,803)   (5,005)
    Depreciation and amortization expenses (4,238)   (4,055)   (15,887)   (4,584)
    Gross profit (loss) (5)   (375)   4,777   (5)
                   
    Project development costs (1,045)   (1,415)   (4,101)   (1,130)
    General and administrative expenses (1,662)   (1,620)   (6,063)   (1,798)
    Share of profits of equity accounted investee 1,189   1,286   11,062   1,286
    Other income 198   –   3,409   214
    Operating profit (loss) (1,325)   (2,124)   9,084   (1,433)
                   
    Financing income 11,483   631   2,495   12,422
    Financing income (expenses) in connection with derivatives and warrants, net (376)   536   1,140   (407)
    Financing expenses in connection with projects finance (1,375)   (1,501)   (6,190)   (1,487)
    Financing expenses in connection with debentures (1,741)   (1,711)   (6,641)   (1,883)
    Interest expenses on minority shareholder loan (476)   (554)   (2,144)   (515)
    Other financing expenses (294)   (713)   (8,311)   (318)
    Financing income (expenses), net 7,221   (3,312)   (19,651)   7,812
    Profit (loss) before taxes on income 5,896   (5,436)   (10,567)   6,379
    Tax benefit 922   828   1,424   997
    Profit (loss) from continuing operations 6,818   (4,608)   (9,143)   7,376
    Profit (loss) from discontinued operation (net of tax) –   (312)   137   –
    Profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
    Profit (loss) attributable to:              
    Owners of the Company 7,994   (3,613)   (6,524)   8,647
    Non-controlling interests (1,176)   (1,307)   (2,482)   (1,271)
    Profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
                   
    Other comprehensive income items              
    That after initial recognition in comprehensive income were or will be transferred to profit or loss:              
    Foreign currency translation differences for foreign operations (9,538)   1,124   8,007   (10,318)
    Foreign currency translation differences for foreign operations that were recognized in profit or loss –   –   255    
    Effective portion of change in fair value of cash flow hedges 4,264   10,461   5,631   4,613
    Net change in fair value of cash flow hedges transferred to profit or loss 337   457   (813)   365
    Total other comprehensive income (4,937)   12,042   13,080   (5,340)
                   
    Total other comprehensive income (loss) attributable to:              
    Owners of the Company (6,957)   6,656   10,039   (7,526)
    Non-controlling interests 2,020   5,386   3,041   2,186
    Total other comprehensive income (loss) (4,937)   12,042   13,080   (5,340)
    Total comprehensive income for the period 1,881   7,122   4,074   2,036
                   
    Total comprehensive income for the period attributable to:              
    Owners of the Company 1,037   3,043   3,515   1,121
    Non-controlling interests 844   4,079   559   915
    Total comprehensive income for the period 1,881   7,122   4,074   2,036
                   

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

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (cont’d)
      For the three months
    ended March 31,    		 For the year
    ended
    December 31,    		   For the three months
    ended March 31,
    2025   2024   2024   2025
    Unaudited
    		   Audited   Unaudited
    € in thousands (except per share data)
    		   Convenience Translation into US$*
                   
    Basic profit (loss) per share 0.62   (0.28)   (0.51)   0.67
    Diluted profit (loss) per share 0.62   (0.28)   (0.51)   0.67
                   
    Basic profit (loss) per share continuing operations 0.62   (0.31)   (0.52)   0.67
    Diluted profit (loss) per share continuing operations 0.62   (0.31)   (0.52)   0.67
                   
    Basic profit (loss) per share discontinued operation –   (0.02)   0.01   –
    Diluted profit (loss) per share discontinued operation –   (0.02)   0.01   –

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

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity
              Attributable to shareholders of the Company
    		   Non- controlling   Total
                                    Interests   Equity
    Share capital   Share premium   Accumulated Deficit   Treasury shares   Translation reserve from
    foreign operations    		   Hedging Reserve   Interests Transaction reserve with
    non-controlling Interests    		   Total        
    € in thousands
                                           
    For the three months                                      
    ended March 31, 2025 (unaudited):                                      
    Balance as at January 1, 2025 25,613   86,271   (11,561)   (1,736)   8,446   5,892   5,697   118,622   10,663   129,285
    Profit for the period –   –   7,994   –   –   –   –   7,994   (1,176)   6,818
    Other comprehensive income for the period –   –   –   –   (9,329)   2,372   –   (6,957)   2,020   (4,937)
    Total comprehensive income for the period –   –   7,994   –   (9,329)   2,372   –   1,037   844   1,881
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments –   4   –   –   –   –   –   4   –   4
    Balance as at March 31, 2025 25,613   86,275   (3,567)   (1,736)   (883)   8,264   5,697   119,663   11,507   131,170
                                           
    For the three months                                      
    ended March 31, 2024 (unaudited):                                      
    Balance as at January 1, 2024 25,613   86,159   (5,037)   (1,736)   385   3,914   5,697   114,995   10,104   125,099
    Loss for the period –   –   (3,613)   –   –   –   –   (3,613)   (1,307)   (4,920)
    Other comprehensive income for the period –   –   –   –   1,088   5,568   –   6,656   5,386   12,042
    Total comprehensive income (loss) for the period –   –   (3,613)   –   1,088   5,568   –   3,043   4,079   7,122
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments –   30   –   –   –   –   –   30   –   30
    Balance as at March 31, 2024 25,613   86,189   (8,650)   (1,736)   1,473   9,482   5,697   118,068   14,183   132,251
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
              Attributable to shareholders of the Company
    		   Non- controlling   Total
                                    Interests   Equity
    Share capital   Share premium   Accumulated Deficit   Treasury shares   Translation reserve from
    foreign operations    		   Hedging Reserve   Interests Transaction reserve with
    non-controlling Interests    		   Total        
    € in thousands
    For the year ended                                      
    December 31, 2024 (audited):                                      
    Balance as at January 1, 2024 25,613   86,159   (5,037)   (1,736)   385   3,914   5,697   114,995   10,104   125,099
    Loss for the year –   –   (6,524)   –   –   –   –   (6,524)   (2,482)   (9,006)
    Other comprehensive income for the year –   –   –   –   8,061   1,978   –   10,039   3,041   13,080
    Total comprehensive income (loss) for the year –   –   (6,524)   –   8,061   1,978   –   3,515   559   4,074
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments –   112   –   –   –   –   –   112   –   112
    Balance as at December 31, 2024 25,613   86,271   (11,561)   (1,736)   8,446   5,892   5,697   118,622   10,663   129,285
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
              Attributable to shareholders of the Company
    		   Non- controlling
    Interests    		   Total
    Equity
                                         
    Share capital   Share premium   Accumulated Deficit   Treasury shares   Translation reserve from
    foreign operations    		   Hedging Reserve   Interests Transaction reserve with
    non-controlling Interests    		   Total        
    Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)
    For the three months                                      
    ended March 31, 2025 (unaudited):                                      
    Balance as at January 1, 2025 27,707   93,323   (12,506)   (1,878)   9,136   6,374   6,163   128,319   11,533   139,852
    Loss for the period –   –   8,647   –   –   –   –   8,647   (1,271)   7,376
    Other comprehensive income for the period –   –   –   –   (10,092)   2,566   –   (7,526)   2,186   (5,340)
    Total comprehensive income for the period –   –   8,647   –   (10,092)   2,566   –   1,121   915   2,036
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments –   4   –   –   –   –   –   4   –   4
    Balance as at March 31, 2025 27,707   93,327   (3,859)   (1,878)   (956)   8,940   6,163   129,444   12,448   141,892
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Cash Flow
      For the three months
    ended March 31,    		 For the year
    ended
    December 31,    		   For the three months
    ended March 31,
    2025   2024   2024   2025
    Unaudited
    		   Audited   Unaudited
    € in thousands
    		   Convenience
    Translation into US$*
    Cash flows from operating activities              
    Profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
    Adjustments for:              
    Financing expenses (income), net (7,221)   3,167   19,247   (7,812)
    Loss from settlement of derivatives contract –   –   316   –
    Impairment losses on assets of disposal groups classified as held-for-sale –   601   405   –
    Depreciation and amortization expenses 4,238   4,084   15,935   4,584
    Share-based payment transactions 4   30   112   4
    Share of profit of equity accounted investees (1,189)   (1,286)   (11,062)   (1,286)
    Payment of interest on loan from an equity accounted investee –   –   –   –
    Change in trade receivables and other receivables   6,178   (2,342)   (8,824)   6,683
    Change in other assets (496)   –   3,770   (537)
    Change in receivables from concessions project –   315   793   –
    Change in trade payables 1,267   (68)   (31)   1,371
    Change in other payables (5,538)   2,796   4,455   (5,796)
    Tax benefit (922)   (805)   (1,429)   (997)
    Income taxes refund (paid) –   564   623   –
    Interest received 351   907   2,537   380
    Interest paid (3,408)   (1,892)   (9,873)   (3,687)
      (6,556)   6,071   16,974   (7,093)
    Net cash from operating activities 262   1,151   7,968   283
                   
    Cash flows from investing activities              
    Acquisition of fixed assets (18,550)   (9,020)   (72,922)   (20,066)
    Interest paid capitalized to fixed assets (876)   –   (2,515)   (948)
    Proceeds from sale of investments –   –   9,267   –
    Advances on account of investments –   –   (163)   –
    Proceeds from advances on account of investments –   –   514   –
    Investment in settlement of derivatives, net –   14   (316)   –
    Proceed from restricted cash, net 1,307   1,153   689   1,414
    Proceeds from investment in short-term deposits (39,132)   (28)   1,004   (42,331)
    Net cash used in investing activities (57,251)   (7,881)   (64,442)   (61,931)
                   
    Cash flows from financing activities              
    Issuance of warrants –   3,735   2,449   –
    Cost associated with long term loans (658)   (638)   (2,567)   (712)
    Payment of principal of lease liabilities (372)   (299)   (2,941)   (402)
    Proceeds from long-term loans 306   380   19,482   331
    Repayment of long-term loans (1,792)   (2,357)   (11,776)   (1,938)
    Repayment of debentures —   –   (35,845)   –
    Proceeds from issuance of debentures, net 56,729   36,450   74,159   61,366
    Net cash from financing activities 54,213   37,271   42,961   58,645
                   
    Effect of exchange rate fluctuations on cash and cash equivalents (3,210)   1,667   3,092   (3,472)
    Increase (decrease) in cash and cash equivalents (5,986)   32,208   (10,421)   (6,475)
    Cash and cash equivalents at the beginning of year 41,134   51,555   51,127   44,496
    Cash from disposal groups classified as held-for-sale –   (1,041)   428   –
    Cash and cash equivalents at the end of the period 35,148   82,722   41,134   38,021

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

    Ellomay Capital Ltd. and its Subsidiaries
    Operating Segments
      Italy   Spain
    		   USA   Netherlands   Israel
    		   Total        
        Subsidized   28 MV                       reportable       Total
    Solar   Plants   Solar   Talasol   Solar   Biogas   Dorad   Manara   segments   Reconciliations   consolidated
    For the three months ended March 31, 2025
    € in thousands
                                               
    Revenues 945   786   406   3,246   –   3,477   15,061   –   23,921   (15,061)   8,860
    Operating expenses (435)   (105)   (84)   (1,024)   (305)   (3,206)   (11,693)   –   (16,851)   12,224   (4,627)
    Depreciation expenses (225)   (229)   (252)   (2,839)   –   (676)   (1,268)   –   (5,489)   1,251   (4,238)
    Gross profit (loss) 313   452   84   (617)   (305)   (405)   2,100   –   1,623   (1,628)   (5)
                                               
    Adjusted gross profit (loss) 313   452   84   (617)   (305)   (405)   2,100   –   1,623   (1,628)   (5)
    Project development costs                                         (1,045)
    General and administrative expenses                                         (1,662)
    Share of loss of equity accounted investee                                         1,189
    Other income, net                                         198
    Operating profit                                         (1,325)
    Financing income                                         11,483
    Financing income in connection                                          
    with derivatives and warrants, net                                         (376)
    Financing expenses in connection with projects finance                                         (1,375)
    Financing expenses in connection with debentures                                         (1,741)
    Interest expenses on minority shareholder loan                                         (476)
    Other financing expenses                                         (294)
    Financing expenses, net                                         7,221
    Loss before taxes on income                                         5,896
                                               
    Segment assets as at March 31, 2025 87,185   13,242   19,475   223,844   60,458   32,801   108,858   180,504   726,366   (5,126)   721,240  
    Ellomay Capital Ltd. and its Subsidiaries
    Reconciliation of Profit (Loss) to EBITDA
      For the three months
    ended March 31,    		 For the year
    ended
    December 31,    		   For the three months
    ended March 31,
    2025   2024   2024   2025
    € in thousands
    		   Convenience Translation
    into US$*
    Net profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
    Financing expenses (income), net (7,221)   3,312   19,651   (7,812)
    Tax benefit (922)   (828)   (1,424)   (997)
    Depreciation and amortization expenses 4,238   4,055   15,887   4,584
    EBITDA 2,913   1,619   25,108   3,151

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

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

    Financial Covenants

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

    Net Financial Debt

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

    Discussion concerning Warning Signs

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

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

     

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


    Information for the Company’s Series C Debenture Holders

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

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

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

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

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

    Information for the Company’s Series D Debenture Holders

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

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

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


    Information for the Company’s Series E Debenture Holders

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

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

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

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

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

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

    Information for the Company’s Series F Debenture Holders

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

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

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


    Information for the Company’s Series G Debenture Holders

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network –

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

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    1. Accessible from Anywhere, Anytime

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

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

    2. Realistic Mensa Test Questions and Format

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

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

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

    3. Timed Assessment Simulates Real Testing Conditions

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

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

    4. Detailed, Instant Results

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

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

    ⇒ Complete a Realistic Mensa IQ Test Online!

    5. Cost-Free Experience with Professional Quality

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

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

    6. Confidence Building for Future Testing

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

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

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

    7. Useful for Educational and Professional Planning

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

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

    8. Legitimate and Trusted Platform

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

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

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

    Free vs. Paid Mensa IQ Test

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

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

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

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

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

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

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

    ⇒ Test Your Logical Skills with a Mensa IQ Format!

    Are Paid Tests More Accurate or Detailed?

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

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

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

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

    ⇒ Try the Most Popular Mensa IQ Test Online!

    Red Flags to Avoid in Online Testing Sites

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

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

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

    ⇒ Take a Mensa IQ Test That Reflects Real Results!

    How to Prepare for a Mensa IQ Test

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

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

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

    Practice Mensa-Style Question Types

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

    Some of the major categories you’ll encounter include:

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

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

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

    Managing Test Anxiety

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

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

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

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

    ⇒ Take the Online Mensa IQ Quiz with Instant Results!

    Tips to Improve Focus and Performance

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

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

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

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

    Use a Reliable Practice Source

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

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

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

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

    Most Accurate Online Mensa IQ Test in 2025

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

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

    Trusted Platforms and Apps

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

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

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

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

    Certified vs. Unofficial Tests

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

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

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

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

    ⇒ Explore Your IQ with an Accurate Mensa-Based Test

    User Reviews and Reliability

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

    Standard user feedback highlights:

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

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

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

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

    ⇒ Take the Classic Mensa IQ Test Online Anytime!

    Understanding Your IQ Score

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

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

    What Your Score Means

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

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

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

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

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

    Average, High, and Low IQ Ranges

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

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

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

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

    ⇒ Reveal Your Cognitive Strengths with a Mensa IQ Test!

    Limitations and Misconceptions

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

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

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

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

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

    ⇒ Test Yourself Against Mensa Standards!

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

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

    Age-Appropriate IQ Assessments

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

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

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

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

    Educational vs. General Intelligence Tests

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

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

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

    ⇒ Discover the IQ Test Modeled After Mensa Exams!

    How Schools or Employers May Use Results

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

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

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

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

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

    9. Is a Mensa IQ Test Legitimate?

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

    ⇒ Measure Your Intelligence with a Mensa-Style Quiz

    How Accurate Are Online IQ Tests Compared to Clinical Ones?

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

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

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

    ⇒ Start a Mensa IQ Assessment from Anywhere!

    How to Tell If a Test Is Scientifically Valid

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

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

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

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

    ⇒ Take the IQ Test Designed for High Performers!

    Credentials to Look For in a Reliable IQ Test

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

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

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

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

    The Role of a Mensa Practice Test

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

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

    ⇒ Take the Mensa IQ Test Officially at QuickIQTest.org

    FAQS

    Can I take a free Mensa IQ test online?

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

    How does the online Mensa IQ test work?

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

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

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

    How accurate is the online Mensa IQ test?

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

    What does my IQ score mean?

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

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

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

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    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Second Quarter 2025 Highlights:

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

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

    Additional financial highlights included:

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

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

    Other fiscal second quarter 2025 metrics and recent results included:

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

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

    Acquisition of Nuclia

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

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

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

    2025 Business Outlook

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

      Updated FY 2025 Guidance
    (June 30, 2025)    		   Prior FY 2025 Guidance
    (March 31, 2025)
    (in millions, except percentages and per share amounts) GAAP   Non-GAAP   GAAP   Non-GAAP
    Revenue $962 – $974   $962 – $974   $958 – $970   $958 – $970
    Diluted earnings per share $1.27 – $1.43   $5.28 – $5.40   $1.19 – $1.35   $5.25 – $5.37
    Operating margin 15%   38% – 39%   14% – 15%   38%
    Cash from operations (GAAP) /
    Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)    		 $218 – $230   $228 – $240   $216 – $228   $226 – $238
    $285 – $296     $283 – $294
    Effective tax rate 17%           20%           19%           20%
      Q3 2025 Guidance
    (in millions, except per share amounts) GAAP   Non-GAAP
    Revenue $237 – $243   $237 – $243
    Diluted earnings per share $0.29 – $0.35   $1.28 – $1.34

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

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

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

    Conference Call

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

    About Progress

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

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

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue:                      
    Software licenses $ 50,795     $ 53,979     (6 )%   $ 109,240     $ 118,079     (7 )%
    Maintenance, SaaS, and professional services   186,560       121,098     54 %     366,130       241,683     51 %
    Total revenue   237,355       175,077     36 %     475,370       359,762     32 %
    Costs of revenue:                      
    Cost of software licenses   2,987       2,497     20 %     5,912       5,228     13 %
    Cost of maintenance, SaaS, and professional services   33,764       22,176     52 %     66,648       44,395     50 %
    Amortization of acquired intangibles   10,537       7,398     42 %     20,959       15,257     37 %
    Total costs of revenue   47,288       32,071     47 %     93,519       64,880     44 %
    Gross profit   190,067       143,006     33 %     381,851       294,882     29 %
    Operating expenses:                      
    Sales and marketing   49,677       37,889     31 %     100,973       77,000     31 %
    Product development   46,570       35,435     31 %     92,945       70,423     32 %
    General and administrative   25,637       21,983     17 %     51,260       43,327     18 %
    Amortization of acquired intangibles   26,063       16,316     60 %     51,871       33,705     54 %
    Cyber vulnerability response expenses, net   730       3,036     (76 )%     1,467       4,023     (64 )%
    Restructuring expenses   1,043       651     60 %     8,072       3,000     169 %
    Acquisition-related expenses   1,731       548     216 %     4,221       1,250     238 %
    Total operating expenses   151,451       115,858     31 %     310,809       232,728     34 %
    Income from operations           38,616               27,148             42 %     71,042       62,154     14 %
    Other expense, net           (18,752 )             (7,020 )           167 %     (37,876 )     (14,419 )   163 %
    Income before income taxes           19,864       20,128             (1 )%     33,166       47,735     (31 )%
    Provision for income taxes           2,835       3,940             (28 )%     5,191       8,908     (42 )%
    Net income $ 17,029     $ 16,188     5 %   $ 27,975     $ 38,827     (28 )%
                           
    Earnings per share:                      
    Basic $ 0.40     $ 0.37     8 %   $ 0.65     $ 0.89     (27 )%
    Diluted $ 0.39     $ 0.37     5 %   $ 0.63     $ 0.87     (28 )%
    Weighted average shares outstanding:                      
    Basic   43,053       43,213     — %     43,154       43,508     (1 )%
    Diluted   44,156       43,964     — %     44,522       44,395     — %
                           
    Cash dividends declared per common share $ —     $ 0.175     (100 )%   $ —     $ 0.350     (100 )%
    Stock-based compensation is included in the condensed consolidated statements of operations, as follows:            
    Cost of revenue $ 1,560   $ 912   71 %   $ 2,755   $ 1,898   45 %
    Sales and marketing   3,663     2,458   49 %     6,695     4,770   40 %
    Product development   4,984     3,391   47 %     9,394     7,056   33 %
    General and administrative   6,534     5,228   25 %     12,580     10,729   17 %
    Total $ 16,741   $ 11,989   40 %   $ 31,424   $ 24,453   29 %
     

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)

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

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  

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

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

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Adjusted income from operations:              
    GAAP income from operations $ 38,616     $ 27,148     $ 71,042     $ 62,154  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Non-GAAP income from operations $ 95,461     $ 67,086     $ 189,056     $ 143,842  
                   
    Adjusted net income:              
    GAAP net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Provision for income taxes   (12,125 )     (8,227 )     (25,245 )     (16,688 )
    Non-GAAP net income $ 61,749     $ 47,899     $ 120,744     $ 103,827  
                   
    Adjusted diluted earnings per share:              
    GAAP diluted earnings per share $ 0.39     $ 0.37     $ 0.63     $ 0.87  
    Amortization of acquired intangibles   0.83       0.54       1.64       1.10  
    Stock-based compensation   0.37       0.27       0.71       0.56  
    Restructuring expenses   0.02       0.02       0.18       0.07  
    Acquisition-related expenses   0.04       0.01       0.09       0.03  
    Cyber vulnerability response expenses, net   0.02       0.07       0.03       0.09  
    Provision for income taxes   (0.27 )     (0.19 )     (0.57 )     (0.38 )
    Non-GAAP diluted earnings per share $ 1.40     $ 1.09     $ 2.71     $ 2.34  
                   
    Non-GAAP weighted avg shares outstanding – diluted   44,156       43,964       44,522       44,395  
                   

    OTHER NON-GAAP FINANCIAL MEASURES
    (Unaudited)

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

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

    Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    GAAP income from operations $ 140.7     $ 149.2  
    GAAP operating margins   15 %     15 %
    Acquisition-related expense   6.0       6.0  
    Restructuring expense   9.2       9.2  
    Stock-based compensation   63.0       63.0  
    Amortization of acquired intangibles   145.7       145.7  
    Cyber vulnerability response expenses, net   4.2       4.2  
    Total adjustments(1)   228.1       228.1  
    Non-GAAP income from operations $ 368.8     $ 377.3  
    Non-GAAP operating margin   38 %     39 %
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
      Fiscal Year Ending November 30, 2025
    (in millions, except per share data) Low   High
    GAAP net income $ 56.9     $ 64.8  
    Adjustments (from previous table)   228.1       228.1  
    Income tax adjustment(2)   (47.7 )     (48.0 )
    Non-GAAP net income $ 237.3     $ 244.9  
           
    GAAP diluted earnings per share $ 1.27     $ 1.43  
    Non-GAAP diluted earnings per share $ 5.28     $ 5.40  
           
    Diluted weighted average shares outstanding   45.0       45.4  
             
             
    2 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
        Fiscal Year Ending November 30, 2025
        Low   High
    Non-GAAP income from operations   $ 368.8     $ 377.3  
    Other (expense) income     (72.2 )     (71.2 )
    Non-GAAP income from continuing operations before income taxes     296.6       306.1  
    Non-GAAP net income     237.3       244.9  
    Tax provision   $ 59.3     $ 61.2  
    Non-GAAP tax rate     20 %     20 %
                     

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

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

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

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

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

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

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

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

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

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

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

    • Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.

      We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

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

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

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

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

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

    Note Regarding Forward-Looking Statements

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Second Quarter 2025 Highlights:

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

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

    Additional financial highlights included:

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

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

    Other fiscal second quarter 2025 metrics and recent results included:

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

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

    Acquisition of Nuclia

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

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

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

    2025 Business Outlook

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

      Updated FY 2025 Guidance
    (June 30, 2025)    		   Prior FY 2025 Guidance
    (March 31, 2025)
    (in millions, except percentages and per share amounts) GAAP   Non-GAAP   GAAP   Non-GAAP
    Revenue $962 – $974   $962 – $974   $958 – $970   $958 – $970
    Diluted earnings per share $1.27 – $1.43   $5.28 – $5.40   $1.19 – $1.35   $5.25 – $5.37
    Operating margin 15%   38% – 39%   14% – 15%   38%
    Cash from operations (GAAP) /
    Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)    		 $218 – $230   $228 – $240   $216 – $228   $226 – $238
    $285 – $296     $283 – $294
    Effective tax rate 17%           20%           19%           20%
      Q3 2025 Guidance
    (in millions, except per share amounts) GAAP   Non-GAAP
    Revenue $237 – $243   $237 – $243
    Diluted earnings per share $0.29 – $0.35   $1.28 – $1.34

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

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

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

    Conference Call

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

    About Progress

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

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

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue:                      
    Software licenses $ 50,795     $ 53,979     (6 )%   $ 109,240     $ 118,079     (7 )%
    Maintenance, SaaS, and professional services   186,560       121,098     54 %     366,130       241,683     51 %
    Total revenue   237,355       175,077     36 %     475,370       359,762     32 %
    Costs of revenue:                      
    Cost of software licenses   2,987       2,497     20 %     5,912       5,228     13 %
    Cost of maintenance, SaaS, and professional services   33,764       22,176     52 %     66,648       44,395     50 %
    Amortization of acquired intangibles   10,537       7,398     42 %     20,959       15,257     37 %
    Total costs of revenue   47,288       32,071     47 %     93,519       64,880     44 %
    Gross profit   190,067       143,006     33 %     381,851       294,882     29 %
    Operating expenses:                      
    Sales and marketing   49,677       37,889     31 %     100,973       77,000     31 %
    Product development   46,570       35,435     31 %     92,945       70,423     32 %
    General and administrative   25,637       21,983     17 %     51,260       43,327     18 %
    Amortization of acquired intangibles   26,063       16,316     60 %     51,871       33,705     54 %
    Cyber vulnerability response expenses, net   730       3,036     (76 )%     1,467       4,023     (64 )%
    Restructuring expenses   1,043       651     60 %     8,072       3,000     169 %
    Acquisition-related expenses   1,731       548     216 %     4,221       1,250     238 %
    Total operating expenses   151,451       115,858     31 %     310,809       232,728     34 %
    Income from operations           38,616               27,148             42 %     71,042       62,154     14 %
    Other expense, net           (18,752 )             (7,020 )           167 %     (37,876 )     (14,419 )   163 %
    Income before income taxes           19,864       20,128             (1 )%     33,166       47,735     (31 )%
    Provision for income taxes           2,835       3,940             (28 )%     5,191       8,908     (42 )%
    Net income $ 17,029     $ 16,188     5 %   $ 27,975     $ 38,827     (28 )%
                           
    Earnings per share:                      
    Basic $ 0.40     $ 0.37     8 %   $ 0.65     $ 0.89     (27 )%
    Diluted $ 0.39     $ 0.37     5 %   $ 0.63     $ 0.87     (28 )%
    Weighted average shares outstanding:                      
    Basic   43,053       43,213     — %     43,154       43,508     (1 )%
    Diluted   44,156       43,964     — %     44,522       44,395     — %
                           
    Cash dividends declared per common share $ —     $ 0.175     (100 )%   $ —     $ 0.350     (100 )%
    Stock-based compensation is included in the condensed consolidated statements of operations, as follows:            
    Cost of revenue $ 1,560   $ 912   71 %   $ 2,755   $ 1,898   45 %
    Sales and marketing   3,663     2,458   49 %     6,695     4,770   40 %
    Product development   4,984     3,391   47 %     9,394     7,056   33 %
    General and administrative   6,534     5,228   25 %     12,580     10,729   17 %
    Total $ 16,741   $ 11,989   40 %   $ 31,424   $ 24,453   29 %
     

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)

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

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  

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

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

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Adjusted income from operations:              
    GAAP income from operations $ 38,616     $ 27,148     $ 71,042     $ 62,154  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Non-GAAP income from operations $ 95,461     $ 67,086     $ 189,056     $ 143,842  
                   
    Adjusted net income:              
    GAAP net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Provision for income taxes   (12,125 )     (8,227 )     (25,245 )     (16,688 )
    Non-GAAP net income $ 61,749     $ 47,899     $ 120,744     $ 103,827  
                   
    Adjusted diluted earnings per share:              
    GAAP diluted earnings per share $ 0.39     $ 0.37     $ 0.63     $ 0.87  
    Amortization of acquired intangibles   0.83       0.54       1.64       1.10  
    Stock-based compensation   0.37       0.27       0.71       0.56  
    Restructuring expenses   0.02       0.02       0.18       0.07  
    Acquisition-related expenses   0.04       0.01       0.09       0.03  
    Cyber vulnerability response expenses, net   0.02       0.07       0.03       0.09  
    Provision for income taxes   (0.27 )     (0.19 )     (0.57 )     (0.38 )
    Non-GAAP diluted earnings per share $ 1.40     $ 1.09     $ 2.71     $ 2.34  
                   
    Non-GAAP weighted avg shares outstanding – diluted   44,156       43,964       44,522       44,395  
                   

    OTHER NON-GAAP FINANCIAL MEASURES
    (Unaudited)

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

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

    Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    GAAP income from operations $ 140.7     $ 149.2  
    GAAP operating margins   15 %     15 %
    Acquisition-related expense   6.0       6.0  
    Restructuring expense   9.2       9.2  
    Stock-based compensation   63.0       63.0  
    Amortization of acquired intangibles   145.7       145.7  
    Cyber vulnerability response expenses, net   4.2       4.2  
    Total adjustments(1)   228.1       228.1  
    Non-GAAP income from operations $ 368.8     $ 377.3  
    Non-GAAP operating margin   38 %     39 %
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
      Fiscal Year Ending November 30, 2025
    (in millions, except per share data) Low   High
    GAAP net income $ 56.9     $ 64.8  
    Adjustments (from previous table)   228.1       228.1  
    Income tax adjustment(2)   (47.7 )     (48.0 )
    Non-GAAP net income $ 237.3     $ 244.9  
           
    GAAP diluted earnings per share $ 1.27     $ 1.43  
    Non-GAAP diluted earnings per share $ 5.28     $ 5.40  
           
    Diluted weighted average shares outstanding   45.0       45.4  
             
             
    2 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
        Fiscal Year Ending November 30, 2025
        Low   High
    Non-GAAP income from operations   $ 368.8     $ 377.3  
    Other (expense) income     (72.2 )     (71.2 )
    Non-GAAP income from continuing operations before income taxes     296.6       306.1  
    Non-GAAP net income     237.3       244.9  
    Tax provision   $ 59.3     $ 61.2  
    Non-GAAP tax rate     20 %     20 %
                     

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

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

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

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

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

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

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

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

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

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

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

    • Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.

      We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

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

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

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

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

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

    Note Regarding Forward-Looking Statements

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

    Click here to learn more about PBK Miner.

    What is PBK Miner? Why buy it now?

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

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

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

    5-day contract strategy: +6.17% return

    15-day contract strategy: +20.9% return

    30-day contract strategy: +55.8% return

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

    “1-Day Contract” Release Details:

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

    Community Rewards Event with Over $1 Million

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

    Click here to become a new PBK Miner user.

    Limited-time event highlights:

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

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

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

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

    Click here to view the limited-time mining event.

    What it means for cryptocurrency investors

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

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

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

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

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

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

    About PBK Miner

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

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

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

    Attachment

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

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

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

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

      Current Distribution % Breakdown of the Current Distribution Total Cumulative Distributions for the Fiscal Year to Date % Breakdown of the Total Cumulative Distributions for the Fiscal Year to Date
    Net Investment Income $0.00 0%   $0.00 0%  
    Net Realized Short-Term Capital Gains $0.00 0%   $0.00 0%  
    Net Realized Long-Term Capital Gains $0.2122 91.25%   $0.2122 45.6%  
    Return of Capital $0.0203 8.75%   $0.2528 54.4%  
    Total (per common share) $0.2325 100%   $0.4650 100%  
    Average annual total return (in relation to NAV) for the 5-year period ending on May 30, 2025 2.52%  
    Annualized current distribution rate expressed as a percentage of NAV as of May 30, 2025 17.55%  
    Cumulative total return (in relation to NAV) for the fiscal year through May 30, 2025 0.09%  
    Cumulative fiscal year distributions as a percentage of NAV as of May 30, 2025 17.55%  


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

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

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

    About Thomas J. Herzfeld Advisors, Inc.

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

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

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

    Forward-Looking Statements

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

       
       
       
    Investor Relations Contact: Jay Staley (501) 906-7842
       
       
       
    Media Contact: Michelle Rossow (501) 906-3922
       
       
       

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

    About Yorkville Acquisition Corp.

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

    Forward-Looking Statements

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

    Contact Information

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network –

  • MIL-OSI: Enphase Energy Board of Directors Affirms Re-election of Thurman John Rodgers as Director of the Board

    Source: GlobeNewswire (MIL-OSI)

    FREMONT, Calif., June 30, 2025 (GLOBE NEWSWIRE) — Enphase Energy, Inc. (NASDAQ: ENPH), a global energy technology company and the world’s leading supplier of microinverter-based solar and battery systems, today announced that its Board of Directors, excluding Thurman John (T.J.) Rodgers, unanimously voted to retain Mr. Rodgers as a member of the Board of Directors. The decision followed a recommendation of the Nominating and Corporate Governance Committee of the Board, also conducted without Mr. Rodgers’ participation, in accordance with Enphase Energy’s Corporate Governance Guidelines.

    Based upon data analysis and discussion and input from investors, the Board believes that Mr. Rodgers received less than 50% of the votes cast in the recent stockholder meeting primarily due to proxy voting guidelines related to over-boarding policies at several of Enphase Energy’s largest institutional stockholders. Following a thorough review, the Board unanimously reaffirms its strong support for Mr. Rodgers, who has served with distinction on the Board since 2017. Mr. Rodgers is an indispensable force on the Board, as demonstrated by the following:

    • Significant domain expertise: deep knowledge across semiconductors, batteries, and power electronics – disciplines critical to Enphase’s continued innovation and leadership
    • Unique technical and industry experience: founder and long-time CEO of Cypress Semiconductor
    • Direct solar and battery storage experience: former Director of SunPower, FTC Solar, Inc., and Bloom Energy Corporation; current Director of Enovix Corporation; and current CEO and Director of Complete Solaria, Inc.
    • Strategic and operational impact: unmatched technical network and strategic acumen
    • Alignment with stockholders: personal investment and significant equity stake in Enphase Energy
    • Commitment: perfect attendance at all Board and Committee meetings since 2024; 97% since 2017
    • Location synergy: efficient board oversight resulting from the three companies on which Mr. Rodgers serves on the Board being headquartered in the same city

    “T.J. has been a cornerstone of our Board since 2017, bringing unmatched strategic depth, technical insight, and a relentless focus on execution,” said Steve Gomo, chair of the board at Enphase Energy. “His leadership has helped guide Enphase Energy through pivotal periods of transformation and growth. The Board and I are confident that his continued service is critical as we advance our mission, expand globally, and deliver lasting value to our stockholders.”

    “T.J. combines deep technical expertise with strategic clarity and operational discipline,” said Badri Kothandaraman, president and CEO of Enphase Energy. “He is a trusted advisor and a key contributor to many of our most important decisions. As we continue to innovate and scale, his experience and commitment will be vital to driving long-term value for our customers and stockholders.”

    The Board remains committed to strong governance and ensuring that Enphase Energy benefits from experienced, engaged, and forward-thinking leadership. With T.J. Rodgers’ continued service, Enphase Energy believes it is well-positioned to navigate current market challenges and its next phase of innovation and global growth, while continuing to deliver exceptional value to its customers, partners, and stockholders over the long term.

    About Enphase Energy, Inc.

    Enphase Energy, a global energy technology company based in Fremont, CA, is the world’s leading supplier of microinverter-based solar and battery systems that enable people to harness the sun to make, use, save, and sell their own power – and control it all with a smart mobile app. The company revolutionized the solar industry with its microinverter-based technology and builds all-in-one solar, battery, and software solutions. Enphase has shipped approximately 81.5 million microinverters, and approximately 4.8 million Enphase-based systems have been deployed in over 160 countries. For more information, visit https://investor.enphase.com.

    ©2025 Enphase Energy, Inc. All rights reserved. Enphase Energy, Enphase, the “e” logo, IQ, and certain other marks listed at https://enphase.com/trademark-usage-guidelines are trademarks or service marks of Enphase Energy, Inc. in the U.S. and other countries. Other names are for informational purposes and may be trademarks of their respective owners.

    Forward-Looking Statements

    This press release may contain forward-looking statements, including statements related to its continued innovation, scale, long-term value and global growth. These forward-looking statements are based on Enphase Energy’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those contemplated by these forward-looking statements as a result of such risks and uncertainties including those risks described in more detail in Enphase Energy’s most recently filed Annual Report on Form 10-K, and other documents filed by Enphase Energy from time to time with the SEC. Enphase Energy undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

    Contact:

    Zach Freedman
    Enphase Energy, Inc.
    Investor Relations
    ir@enphaseenergy.com

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

    The MIL Network –

  • MIL-OSI: Zeo Energy Corp. Joins Russell Microcap® Index

    Source: GlobeNewswire (MIL-OSI)

    NEW PORT RICHEY, Fla., June 30, 2025 (GLOBE NEWSWIRE) — Zeo Energy Corp. (Nasdaq: ZEO) (“Zeo”, “Zeo Energy”, or the “Company”), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced that it has joined the Russell Microcap® Index following the conclusion of the 2025 Russell US Indexes annual reconstitution, effective after the US market open on June 30.

    The annual Russell US Indexes reconstitution captures the 4,000 largest US stocks as of Wednesday, April 30, ranking them by total market capitalization. Membership in the Russell Microcap® Index, which remains in place for one year, means automatic inclusion in the appropriate growth and value style indexes. FTSE Russell determines membership for its Russell indexes primarily by objective, market-capitalization rankings, and style attributes.

    “Zeo’s inclusion in the Russell Microcap® Index marks an important milestone in our nascent journey as a public company,” said CEO Tim Bridgewater. “Over the past year, we’ve significantly enhanced our operational capabilities and continued to expand our scale through accretive acquisition. We expect our inclusion in this respected index to bring increased exposure to the broader investment community as we work to deliver long-term value to our shareholders.”

    Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. Russell’s US indexes serve as the benchmark for about $10.6 trillion in assets as of June 2024. Russell indexes are part of FTSE Russell, a leading global index provider.

    For more information on the Russell Microcap® Index and the Russell indexes reconstitution, go to the “Russell Reconstitution” section on the FTSE Russell website.

    About Zeo Energy Corp.
    Zeo Energy Corp. is a Florida-based regional provider of residential solar, distributed energy, and energy efficiency solutions. Zeo focuses on high-growth markets with limited competitive saturation. With its differentiated sales approach and vertically integrated offerings, Zeo, through its Sunergy business, serves customers who desire to reduce high energy bills and contribute to a more sustainable future. For more information on Zeo Energy Corp., please visit www.zeoenergy.com.

    About FTSE Russell
    FTSE Russell is a leading global provider of benchmarking, analytics, and data solutions for investors, giving them a precise view of the market relevant to their investment process. A comprehensive range of reliable and accurate indexes provides investors worldwide with the tools they require to measure and benchmark markets across asset classes, styles, or strategies.

    FTSE Russell index expertise and products are used extensively by institutional and retail investors globally. For over 30 years, leading asset owners, asset managers, ETF providers, and investment banks have chosen FTSE Russell indexes to benchmark their investment performance and create ETFs, structured products, and index-based derivatives.​​​​​

    FTSE Russell is focused on applying the highest industry standards in index design and governance, employing transparent rules-based methodology informed by independent committees of leading market participants. FTSE Russell fully embraces the IOSCO Principles, and its Statement of Compliance has received independent assurance. Index innovation is driven by client needs and customer partnerships, allowing FTSE Russell to continually enhance the breadth, depth, and reach of its offering.

    FTSE Russell is wholly owned by London Stock Exchange Group.

    For more information, visit https://www.lseg.com/en/ftse-russell.

    Forward-Looking Statements
    This news release contains certain forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information currently available to the Company. Such statements may include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar references to future periods may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the future financial performance of the Company; the ability to effectively consolidate the assets of Lumio and produce the expected results; changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, the ability to raise additional funds, and plans and objectives of management. These forward-looking statements are based on information available as of the date of this news release, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update such forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the outcome of any legal proceedings that may be instituted against the Company or others; (ii) the Company’s success in retaining or recruiting, or changes required in, its officers, key employees, or directors; (iii) the Company’s ability to maintain the listing of its common stock and warrants on Nasdaq; (iv) limited liquidity and trading of the Company’s securities; (v) geopolitical risk and changes in applicable laws or regulations, including tariffs or trade restrictions; (vi) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (vii) operational risk; (viii) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on the Company’s resources; (ix) the Company’s ability to effectively consolidate the assets of Lumio and produce the expected results; and (x) other risks and uncertainties, including those included under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2024 and in its subsequent periodic reports and other filings with the SEC.

    In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company, its respective directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this news release represent the views of the Company as of the date of this news release. Subsequent events and developments may cause that view to change. However, while the Company may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of the Company as of any date subsequent to the date of this news release.

    Zeo Energy Corp. Contacts
    For Investors:
    Tom Colton and Greg Bradbury
    Gateway Group
    ZEO@gateway-grp.com

    For Media:
    Zach Kadletz
    Gateway Group
    ZEO@gateway-grp.com

    The MIL Network –

  • MIL-OSI: CNB Financial Corporation and ESSA Bancorp, Inc. Receive Bank Regulatory Approvals for Merger

    Source: GlobeNewswire (MIL-OSI)

    CLEARFIELD, Pa. and STROUDSBURG, Pa., June 30, 2025 (GLOBE NEWSWIRE) — CNB Financial Corporation (“CNB”) (NASDAQ: CCNE) and ESSA Bancorp Inc. (“ESSA”) (NASDAQ: ESSA) are pleased to announce that they have received the necessary bank regulatory approvals to complete the proposed merger (the “Merger”) of ESSA with and into CNB and ESSA Bank & Trust (“ESSA Bank”) with and into CNB Bank (“CNB Bank”). The Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities approved the merger of ESSA Bank with and into CNB Bank, and CNB received a waiver from the Federal Reserve Bank of Philadelphia for any application with respect to the merger of ESSA with and into CNB.

    “We are pleased to have received the required bank regulatory approvals or waivers to move forward with the Merger,” said Michael D. Peduzzi, President and Chief Executive Officer of CNB. “This marks an exciting milestone as we bring together two strong institutions with shared values and a commitment to client-focused services and great experiences for all of our stakeholders. We look forward to welcoming ESSA customers, employees, and shareholders to CNB. Together, we will expand our reach, enhance our capabilities and efficiencies, and better meet the needs of the communities we serve.”

    “We are excited to move ahead with our proposed merger with CNB,” commented Gary Olson, President and Chief Executive Officer of ESSA and ESSA Bank. He added, “Joining the CNB family will benefit our customers and communities as they will continue to be served by a combined organization that upholds our shared culture and values, maintains our relationship-focused approach, and offers an elevated suite of financial products and services.”

    On January 9, 2025, CNB, CNB Bank, ESSA and ESSA Bank entered into an Agreement and Plan of Merger pursuant to which ESSA will merge with and into CNB in an all-stock transaction, and immediately after, ESSA Bank will merge with and into CNB Bank. The Merger is expected to close on July 23, 2025, pending customary closing conditions.

    About CNB Financial Corporation

    CNB Financial Corporation is a financial holding company with consolidated assets of approximately $6.3 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, one loan production office, one drive-up office, one mobile office, and 55 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; and Impressia Bank, a division focused on banking opportunities for women, which operates in CNB Bank’s primary market areas. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.

    About ESSA Bancorp, Inc.

    ESSA Bancorp, Inc. is the holding company for its wholly owned subsidiary, ESSA Bank & Trust, which was formed in 1916. The company has total assets of $2.2 billion. Headquartered in Stroudsburg, Pennsylvania, the company has two regional offices in Allentown and Radnor, and operates 19 community offices throughout the greater Pocono, Lehigh Valley, Scranton/Wilkes-Barre, and suburban Philadelphia areas. ESSA Bank & Trust offers a full range of commercial and retail financial services, asset management and trust services, investment services through Ameriprise Financial Institutions Group and insurance benefit services through ESSA Advisory Services, LLC. ESSA Bancorp Inc. stock trades on the NASDAQ Global Market (SM) under the symbol “ESSA”.

    Forward-Looking Statements

    This communication contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about CNB  and ESSA and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding CNB’s or ESSA’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to CNB or ESSA, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results.

    Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (i) CNB’s and ESSA’s ability to complete the proposed merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to satisfaction of other closing conditions to consummate the proposed merger; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed merger; (iii) risks related to diverting the attention of management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed merger; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation in connection with the proposed merger, including resulting expense or delay; (vii) the risk that ESSA’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (viii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the proposed merger; (ix) the effect of the announcement of the proposed merger on the ability of CNB and ESSA to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (x) risks related to the market value of the CNB common stock to be issued in the proposed merger; (xi) other risks related to the completion of the proposed merger and actions related thereto; (xii) the dilution caused by CNB’s issuance of additional shares of its capital stock in connection with the proposed merger; (xiii) national, international, regional and local economic and political climates and conditions; (xiv) changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; and (xv) legislative and regulatory changes. Further information about these and other relevant risks and uncertainties may be found in CNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in ESSA’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and in subsequent filings CNB and ESSA make with the Securities and Exchange Commission (“SEC”).

    Forward-looking statements speak only as of the date they are made. CNB and ESSA do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

    The MIL Network –