Category: GlobeNewswire

MIL-OSI: SBM Offshore Full Year 2024 Earnings

Source: GlobeNewswire (MIL-OSI)

Amsterdam, February 20, 2025

Record-level results, increasing total shareholder returns

Highlights

Record Directional¹ Revenue of US$6.1 billion (+35%), in line with guidance
Record Directional EBITDA of US$1.9 billion (+44%), in line with guidance
Record US$35.1 billion Directional backlog; US$9.5 billion or EUR51.6/share² Directional net cash backlog³
30% increase in cash return to US$1.59 per share⁴: US$155 million dividend⁵; US$150 million share repurchase⁶
US$1.7 billion cash return to shareholders over the coming 6 years
2025 Directional Revenue guidance of above US$4.9 billion
2025 Directional EBITDA guidance of around US$1.55 billion
Completion of FPSO Prosperity and Liza Destiny sales in Q4 2024
FPSO Almirante Tamandaré achieved first oil on February 15, 2025

SBM Offshore’s 2024 Annual Report can be found on its website under: Annual Reports – SBM Offshore

Øivind Tangen, CEO of SBM Offshore, commented:

“SBM Offshore has delivered excellent results in 2024 with a record-level directional revenue of US$6.1 billion and record-level directional EBITDA of US$1.9 billion, reflecting three new awards and the purchases of FPSOs Prosperity and Liza Destiny by ExxonMobil Guyana. Thanks to the addition of three new awards, we ended the year with a record US$35.1 billion backlog. From this we expect to generate US$9.5 billion net cash, equivalent to almost 52 euro per share². Based on this strong performance, we are increasing our fixed cash return by 30% to US$1.59 per share⁴ through a proposed US$155 million dividend⁵ and US$150 million share repurchase⁶ program. At this level we will deliver a minimum US$1.7 billion cash return to shareholders over the next 6 years.

Our Fast4Ward^® program is setting the pace for deepwater developments. FPSO Almirante Tamandaré achieved first oil on February 15, 2025. This vessel, which benefits from emission reduction technologies, is the largest operating unit in Brazil. Two additional units are on track to achieve first oil in 2025. First, FPSO Alexandre de Gusmão which sailed-away at the end of 2024, followed by FPSO ONE GUYANA. These three units have a combined capacity of 655,000 barrels of oil per day. With these achievements, we are further de-risking our construction portfolio.

We strive for excellence both in terms of project execution and asset management. Our lifecycle approach in the FPSO market is unique and the focus on continuous improvement is setting a strong foundation for success. The outlook for new deepwater projects is strong given their low break-even prices and low emission intensity. In the next three years, we see 16 projects in the
Company’s core market of large and complex FPSOs, driven by the promising prospects in Brazil, Guyana, Suriname and Namibia. We have ordered our 10^th MPF hull giving us two hulls to support tendering activities. We will remain disciplined in selecting the highest quality projects.

As the world’s ocean-infrastructure expert we are using our experience to further diversify and decarbonize the solutions we offer. In 2024, we created a joint venture, Ekwil, with Technip Energies to enhance our floating offshore wind product offering, and in early 2025 we completed a minority equity investment in Ocean-Power to offer lower-emission power solutions. We are now able to offer a market ready near-zero emission FPSO and were recently awarded a contract by Petrobras to qualify SBM’s Carbon Capture Module technology for FPSOs.”

Financial Overview⁷

	Directional			IFRS

in US$ million	FY 2024	FY 2023	% Change	FY 2024	FY 2023	% Change
Revenue	6,111	4,532	35%	4,784	4,963	-4%
Lease and Operate	2,369	1,954	21%	2,074	1,563	33%
Turnkey	3,743	2,578	45%	2,710	3,400	-20%
EBITDA	1,896	1,319	44%	1,041	1,239	-16%
Lease and Operate	1,261	1,124	12%	842	695	21%
Turnkey	724	296	145%	287	646	-56%
Other	(89)	(101)	-12%	(88)	(101)	-13%
Profit attributable to Shareholders	907	524	73%	150	491	-69%
Earnings per share (US$ per share)	5.08	2.92	74%	0.84	2.74	-69%

in US$ billion	FY 2024	FY 2023	% Change	FY 2024	FY 2023	% Change
Pro-forma Backlog	35.1	30.3	16%	–	–	–
Net Debt	5.7	6.7	-15%	8.1	8.7	-7%

Directional revenue increased by 35% to US$6,111 million compared with US$4,532 million in 2023. This increase is driven by the Directional Turnkey revenue which rose to US$3,743 million in 2024 compared with US$2,578 million in 2023. This 45% increase stems from (i) the sale of FPSOs Prosperity and Liza Destiny completed respectively in November and December 2024, (ii) the progress on awarded contracts for the FPSOs Jaguar and GranMorgu, (iii) the 13.5% divestment to CMFL completed in October 2024, and (iv) the increased support to the fleet through brownfield projects. This increase was partly offset by a reduction in charter revenues following (i) the sale of FPSO Liza Unity in November 2023, (ii) the completion of FPSO Prosperity during the last quarter of 2023 as well as a delay in the start-up of FPSO Sepetiba early 2024, and (iii) a comparatively lower level of progress on both FPSOs Almirante Tamandaré and Alexandre de Gusmão as those projects approached completion in 2024.

Directional Lease and Operate revenue stood at US$2,369 million compared with US$1,954 million in the year-ago period. This 21% increase mainly reflects (i) FPSO Prosperity joining the fleet during the last quarter of 2023 and Sepetiba joining the fleet in January 2024, (ii) a higher contribution of FPSOs N’Goma, Saxi Batuque and Mondo following the acquisition of interests held by Sonangol mid-2024, and (iii) an increase in reimbursable scope. This was partly offset by FPSO Liza Unity only contributing in 2024 as an operating contract following the purchase of the unit by ExxonMobil Guyana at the end of 2023.

Directional EBITDA amounted to US$1,896 million, which is a 44% year-on-year increase compared with US$1,319 million in 2023. This was mostly attributable to the Turnkey segment which increased by over US$400 million to US$724 million in 2024. Directional Turnkey EBITDA was mainly impacted by (i) the same drivers as for Directional Turnkey revenue (except that being at relative early stages of completion, FPSO Jaguar only contributed marginally to Turnkey EBITDA and FPSO GranMorgu not at all), and (ii) a reduced investment on Floating Offshore Wind projects following the implementation of Ekwil Joint Venture in partnership with Technip Energies.

Directional Lease and Operate EBITDA stood at US$1,261 million for the year-ended 2024 compared with US$1,124 million in the previous year. The 12% increase reflects (i) the same key factors as for Directional Lease and Operate revenue, (ii) the net gain on the acquisition of interests held by Sonangol in 3 FPSOs and the divestment in the parent company of the Paenal shipyard in Angola, and (iii) the dividends related to FPSO N’Goma partially offset by (iv) additional non-recurring maintenance costs for the fleet under operation.

The other non-allocated costs charged to EBITDA amounted to US$(89) million in 2024, a US$(12) million improvement compared with the previous period mainly due to the one-off impact of US$11 million of restructuring costs in 2023.

During the last quarter of 2024, the Company performed a review of revised estimates of cash flow, maintenance and repair costs. Based on this analysis, actual values and future cash flows related to FPSO Cidade de Anchieta were re-estimated leading to an impairment charge of US$(39) million, accounted for in the 2024 results.

Directional net profit increased by over 70% standing at US$907 million in 2024, or US$5.08 per share, mainly reflecting the increase in Directional EBITDA.

Liquidity, Funding and Directional Net Debt

The Company’s financial position has remained strong as a result of the cash flow generated by the fleet, as well as the positive contribution of the Turnkey activities.

Directional Net debt decreased by US$(936) million to US$5,719 million at year-end 2024. This was driven by the repayment of the FPSOs Prosperity and Liza Destiny financings, the proceeds from the sale of the vessels and the Lease and Operate segment’s strong operating cash flow. This was partially offset by drawings on project financing facilities to fund the construction portfolio. The Company drew on the project finance facilities for FPSO ONE GUYANA, FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão; additionally, the US$1.5 billion construction financing for FPSO Jaguar was signed and partly drawn in November 2024.

More than a third of the Company’s Directional debt for the year-ended 2024 consisted of non-recourse project financing (US$2.2 billion) in special purpose investees. The remainder (US$4 billion) consisted mainly of borrowings to support the ongoing construction of 3 FPSOs which will become non-recourse following achievement of first oil. The project loan for FPSO Jaguar will be repaid following completion of construction. The Company’s RCF was drawn for US$500 million as at December 31, 2024 and the Revolving Credit Facility for MPF hull financing was drawn for US$89 million.

Directional cash and cash equivalents amounted to US$606 million and lease liabilities totaled US$93 million at December 31, 2024.

Cash and undrawn committed credit facilities amount to US$2,639 million at December 31, 2024.

Directional Pro-Forma Backlog

Change in ownership scenarios and lease contract duration have the potential to significantly impact the Company’s future cash flows, net debt balance as well as the profit and loss statement. The Company therefore provides a pro-forma Directional backlog based on the best available information regarding ownership scenarios and lease contract duration for the various projects.

The pro-forma Directional backlog at the end of December 2024 increased by US$4.8 billion to a total of US$35.1 billion. This was mainly the result of (i) the FPSO Jaguar contract awarded in April 2024, (ii) the FSO Trion contract awarded in August 2024, and (iii) the FPSO GranMorgu contract awarded in November 2024, partially offset by (iv) turnover for the period which consumed approximately US$6.1 billion of backlog (including the sale of FPSO Prosperity completed in November 2024 and the sale of FPSO Liza Destiny completed in December 2024, in advance of the initial lease terms which were respectively in November 2025 and in December 2029), and (v) the 13.5% divestment to CMFL completed in October 2024, which was not reflected in the pro-forma Directional backlog end of 2023. The Company’s backlog provides cash flow visibility up to 2050.

in US$ billion	Turnkey	Lease & Operate	Total
2025	2.6	2.3	4.9
2026	1.6	2.6	4.2
2027	3.3	2.1	5.4
Beyond 2028	0.2	20.3	20.5
Total pro-forma Directional backlog	7.7	27.3	35.1

The pro-forma Directional backlog at the end of 2024 reflects the following key assumptions:

The FPSO ONE GUYANA contract covers a maximum lease period of 2 years, within which the ownership of the FPSO will transfer to the client. The impact of the subsequent sale is reflected in the Turnkey backlog.
The FPSO Jaguar contract awarded to the Company in April 2024 covers the construction period within which the FPSO ownership will transfer to the client and is reported in the Turnkey backlog.
10 years of operations and maintenance are considered for FPSOs Liza Destiny, Liza Unity, Prosperity and ONE GUYANA following signature of the Operations & Maintenance Enabling Agreement in 2023. Regarding FPSO Jaguar, the pro-forma Directional backlog includes the operating and maintenance scope for 10 years as it has been agreed in principle, pending a final work order. This is consistent with prior years.
The FPSO GranMorgu contract awarded to the Company in November 2024 covers the construction period within which the FPSO ownership will transfer to the client and is reported in the Turnkey backlog.
The FSO Trion contract awarded to the Company in August 2024 is considered for 20 years in lease and operate contracts at the Company ownership share at year-end (100%).
The transaction with MISC Berhad related to the FPSO Espírito Santo and FPSO Kikeh announced on September 6, 2024, and completed on January 31, 2025, has been reflected in the pro-forma Directional backlog.

Project Review and Fleet Operational Update

Project	Client/Country	Contract	SBM Share	Capacity, Size	Percentage of Completion	Project delivery
FPSO *Alexandre de Gusmão*	Petrobras Brazil	22.5-year L&O	55%	180,000 bpd	>75%	2025
FPSO *ONE GUYANA*	ExxonMobil Guyana	2-year BOT	100%	250,000 bpd	>75%	2025
FPSO *Jaguar*	ExxonMobil Guyana	Sale & Operate	100%	250,000 bpd	>25% <50%	2027
FSO Trion	Woodside	20-year Lease	100%	n/a	<25%	n/a⁸
FPSO *GranMorgu*	TotalEnergies	Sale & Operate	52%	220,000 bpd	<25%	2028

Projects are on track with one major delivery achieved in early 2025. After successful completion of the offshore commissioning activities, FPSO Almirante Tamandaré achieved first oil on February 15, 2025. An update on the individual ongoing projects is provided below considering the latest known circumstances.

FPSO Alexandre de Gusmão – In December 2024, the vessel safely departed from the yard in China after successful completion of the onshore topsides’ integration and commissioning phase. The FPSO is on its way to Brazil. First oil is expected mid-2025.

FPSO ONE GUYANA – Integration activities are completed and project teams are finalizing commissioning activities. First oil is expected in the second half of 2025.

FPSO Jaguar – The Fast4Ward^® MPF hull has been safely delivered and arrived in Singapore in preparation for the remaining vessel activities. The topside modules fabrication in Singapore continues as planned. First oil is expected in 2027.

FSO Trion – Engineering and procurement are progressing in line with project schedule.

FPSO GranMorgu – The Fast4Ward^® MPF hull has been safely delivered. Engineering and procurement are progressing in line with project schedule.

Fast4Ward^®MPF hulls – Under the Company’s successful Fast4Ward^® program, the 10^th MPF hull has been ordered. 4 Fast4Ward^® MPF hulls are in operation, another 4 allocated to projects and 2 reserved as part of tendering activities driven by the strong FPSO market outlook.

Contract extension – The Company has agreed a contract extension related to the lease and operation of FPSO Saxi Batuque up to June 2026.

Fleet Uptime – The fleet’s uptime was 95.9% in 2024.

Safety and Sustainability

Safety – The Total Recordable Injury Frequency Rate (“TRIFR”) year-to-date was 0.10, 17% below the yearly target of below 0.12⁹, notwithstanding the high level of activity.

Fleet emissions – For 2024, the Company set a target to further optimize operational excellence on the FPSOs for which it provides operations and maintenance services amounting to a maximum absolute volume of gas flared below 1.57 mmscft/d as an overall FPSO fleet average during the year. As of December 31, 2024, SBM Offshore outperformed this target with the actual being 1.33 mmscft/d, a 15% improvement compared with 2024 target and mainly driven by a continued focus on reducing the number of unplanned events in its operated fleet.

Sustain-2 Notation – FPSO Liza Unity is the 1^st FPSO which has received a Sustain-2 Notation by American Bureau of Shipping. This sustainability certificate recognizes the Company’s efforts in minimizing environmental impacts over the lifecycle of the FPSO including the use of low carbon technologies as well as the focus on workers’ wellbeing.

ESG ratings – In recognition of the Company’s continued focus on sustainability, MSCI has improved SBM Offshore’s rating from AA in 2023 to AAA in 2024 and Sustainalytics included the Company in its 2024 ESG Industry Top Rated, with the Company ranking 2^nd out of 106 industry peers.

Sustainable recycling – The Deep Panuke Production Field Center recycling project reached completion in Nova Scotia, Canada, in early 2024 with 97% of the waste materials were sold, recycled or reused and the remainder 3% was safely disposed of. As for the FPSO Capixaba project, following the handover to M.A.R.S., the Company continues to monitor the safe execution of the decommissioning which is expected to reach completion in 2026.

Blue Economy

SBM Offshore is a blue economy company aiming to manage ocean resources for economic growth while preserving ecosystems. Using its deepwater expertise, the Company is advancing technologies focusing on decarbonizing and diversifying its ocean infrastructure solutions. Ranging from floating offshore wind to offshore hydrogen and ammonia, SBM Offshore remains selective and disciplined in developing innovative solutions and investing in new ocean infrastructure solutions.

Provence Grand Large – The three floating offshore wind turbines that were installed by SBM Offshore at the end of 2023 for the Provence Grand Large project, jointly owned by EDF Renewables and Maple Power, were fully commissioned and started production in 2024.

Floventis Energy Ltd – In December 2024, SBM Offshore reached an agreement with Cierco Energy to sell its shares in the joint venture company Floventis Energy Ltd, thus transferring the ownership of both Cademo and Llŷr Floating Wind projects to Cierco Energy. As planned, following the advancement of these pioneering projects and acquiring valuable knowledge in the offshore wind market, the Company will continue to concentrate its efforts on the remaining two larger scale projects in its portfolio.

emissionZERO^®program – SBM Offshore continues to address FPSO emissions reduction through its emissionZERO^® program and is offering a market-ready near zero emission FPSO for 2025, featuring advanced technologies such as carbon capture, combined cycle gas turbines and deepwater intake risers.

Carbon Capture Module – SBM Offshore has been awarded a contract by Petrobras to qualify SBM’s Carbon Capture Module technology for FPSOs. The Carbon Capture Module for post combustion removal of CO₂ from gas turbine exhaust gasses on FPSO’s has been developed in partnership with Mitsubishi Heavy Industries, Ltd.

Blue Power Hub – With the aim to decarbonize the offshore power generation sector, SBM Offshore signed in December 2024 an investment agreement with the Norwegian company Ocean-Power AS to develop and commercialize offshore power generation units with CO₂ capture and storage. This investment has been completed in early 2025.

Capital allocation and Shareholder Returns

The Company’s shareholder returns policy is to maintain a stable annual cash return to shareholders which grows over time, with flexibility for the Company to make such cash return in the form of a cash dividend and the repurchase of shares. Determination of the annual cash return is based on the Company’s assessment of its underlying cash flow position. The Company prioritizes a stable cash distribution to shareholders and funding of growth projects, with the option to apply surplus capital towards incremental cash returns to shareholders.

As a result, following review of its cash flow position and forecast, the Company intends to pay US$1.59 per share through a proposed US$155m dividend⁵ (EUR150 million equivalent or US$0.88 per share⁴) and US$150 million (EUR141 million equivalent) share repurchase program⁶. This represents an increase of 30% compared with 2024. The objective of the share buyback program would be to reduce share capital and provide shares for regular management and employee share programs (maximum US$25 million). Shares repurchased as part of the cash return will be cancelled.

The share repurchase program will be launched after the current share repurchase program has ended. The dividend will be proposed at the Annual General Meeting on April 9, 2025.

Guidance

The Company’s 2025 Directional revenue guidance is above US$4.9 billion of which above US$2.2 billion is expected from the Lease and Operate segment and around US$2.7 billion from the Turnkey segment.

2025 Directional EBITDA guidance is around US$1.55 billion for the Company.

Conference Call

SBM Offshore has scheduled a conference call together with a webcast, which will be followed by a Q&A session, to discuss the Full Year 2024 Earnings release.

The event is scheduled for Thursday February 20, 2025, at 10.00 AM (CET) and will be hosted by Øivind Tangen (CEO) and Douglas Wood (CFO).

Interested parties are invited to register prior the call using the link: Full Year 2024 Earnings Conference Call

Please note that the conference call can only be accessed with a personal identification code, which is sent to you by email after completion of the registration.

The live webcast will be available at: Full Year 2024 Earnings Webcast

A replay of the webcast, which is available shortly after the call, can be accessed using the same link.

Corporate Profile

SBM Offshore is the world’s deepwater ocean-infrastructure expert. Through the design, construction, installation, and operation of offshore floating facilities, we play a pivotal role in a just transition. By advancing our core, we deliver cleaner, more efficient energy production. By pioneering more, we unlock new markets within the blue economy.

More than 7,800 SBMers collaborate worldwide to deliver innovative solutions as a responsible partner towards a sustainable future, balancing ocean protection with progress.

For further information, please visit our website at www.sbmoffshore.com.

Financial Calendar	Date	Year
Annual General Meeting	April 9	2025
First Quarter 2025 Trading Update	May 15	2025
Half Year 2025 Earnings	August 7	2025
Third Quarter 2025 Trading Update	November 13	2025
Full Year 2025 Earnings	February 26	2026

For further information, please contact:

Investor Relations

Wouter Holties
Corporate Finance & Investor Relations Manager

Media Relations

Giampaolo Arghittu
Head of External Relations

Market Abuse Regulation

This press release may contain inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

Disclaimer

Some of the statements contained in this release that are not historical facts are statements of future expectations and other forward-looking statements based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those in such statements. These statements may be identified by words such as ‘expect’, ‘should’, ‘could’, ‘shall’ and / or similar expressions. Such forward-looking statements are subject to various risks and uncertainties. The principal risks which could affect the future operations of SBM Offshore N.V. are described in the ‘Impacts, Risks and Opportunities’ section of the 2024 Annual Report.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results and performance of the Company’s business may vary materially and adversely from the forward-looking statements described in this release. SBM Offshore does not intend and does not assume any obligation to update any industry information or forward-looking statements set forth in this release to reflect new information, subsequent events or otherwise.

This release contains certain alternative performance measures (APMs) as defined by the ESMA guidelines which are not defined under IFRS. Further information on these APMs is included in the 2024 Annual Report, available on our website Annual Reports – SBM Offshore.

Nothing in this release shall be deemed an offer to sell, or a solicitation of an offer to buy, any securities. The companies in which SBM Offshore N.V. directly and indirectly owns investments are separate legal entities. In this release “SBM Offshore” and “SBM” are sometimes used for convenience where references are made to SBM Offshore N.V. and its subsidiaries in general. These expressions are also used where no useful purpose is served by identifying the particular company or companies.

“SBM Offshore^®“, the SBM logomark, “Fast4Ward^®”, “emissionZERO^®” and “F4W^®” are proprietary marks owned by SBM Offshore.

¹ Directional reporting, presented in the Financial Statements under section 4.3.2 Operating Segments and Directional Reporting, represents a pro-forma accounting policy, which treats all lease contracts as operating leases and consolidates all co-owned investees related to lease contracts on a proportional basis based on percentage of ownership. This explanatory note relates to all Directional reporting in this document.
² Based on the number of shares outstanding and exchange rate EUR/US$ of 1.039 at December 31, 2024.

³ Reflects a pro-forma view of the Company’s Directional backlog and expected net cash from Turnkey, Lease and Operate and Build Operate Transfer sales after tax and debt service.
⁴ Based on the number of shares outstanding at December 31, 2024. Dividend amount per share depends on number of shares entitled to dividend.
⁵ Equivalent of EUR150 million based on the EUR/US$ exchange rate on February 11, 2025. Dividends will be paid in Euro provided that the minimum Euro dividend shall amount to EUR150 million.
⁶ Including maximum US$25 million for management and employee share plans.

⁷ Numbers may not add up due to rounding.
⁸ Project delivery not disclosed by the client.

⁹ Measured per 200,000 work hours.

Attachment

SBM Offshore Full Year 2024 Earnings

The MIL Network –

February 20, 2025

MIL-OSI: TGS announces Q4 2024 results
Source: GlobeNewswire (MIL-OSI)

OSLO, Norway (20 February 2025) – TGS today reports interim financial results for Q4 2024.

Financial highlights:
- Strong contract sales with high OBN activity and an overweight of active streamer vessel capacity allocated to contract work
- Solid multi-client sales driven by high pre-commitments to ongoing multi-client projects and seasonal uptick in sales from the multi-client library
- Order inflow of USD 489 million during Q4 2024 – total produced order backlog of USD 749 million
- Successfully completed a full refinancing of the legacy PGS debt, reduced interest rate of the Senior Secured Notes from 13.5% to 8.5% and realized synergies of approximately USD 35 million
- Cash flow negatively impacted by non-recurring refinancing items and working capital development
- Full-year pro-forma organic multi-client investments for 2024 of USD 425 million – 2025 is expected to be approximately USD 425 to 475 million with robust pre-funding.
- Solid balance sheet allows for increased dividend payment – USD 0.155 per share to be paid in Q1 2025
“I am pleased with our strong financial performance in Q4 and for the full year of 2024. Our multi-client business performed well, achieving a sales-to-investment ratio of 2.2x for the year. The OBN segment continued its strong momentum, and our NES activities experienced significant growth. With several contract awards in the latter part of the year, we successfully built a robust vessel backlog going into 2025. We refinanced the balance sheet at attractive terms in Q4, providing us with a solid capital structure and allowing us to increase the dividend by 11%. 2024 has been a transformational year for TGS, and we are well positioned for the future,” says Kristian Johansen, CEO of TGS.

Management presentation
CEO Kristian Johansen and CFO Sven Børre Larsen will present the results at 09:00 a.m. CET at House of Oslo, Ruseløkkveien 34 in Oslo, Norway. The presentation is open to the public and will be webcasted live.

Access and registration for webcast attendees are available by copying and pasting the link below into your browser, or use the link on the front page of www.tgs.com:
https://channel.royalcast.com/landingpage/hegnarmedia/20250220_3/

A recorded version of the entire presentation will be available on TGS.com
(http://www.tgs.com) after the live event.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Bård Stenberg
Vice President IR & Communication
Tel: +47 992 45 235
E-mail: investor@tgs.com

About TGS
TGS provides advanced data and intelligence to companies active in the energy sector. With leading-edge technology and solutions spanning the entire energy value chain, TGS offers a comprehensive range of insights to help clients make better decisions. Our broad range of products and advanced data technologies, coupled with a global, extensive and diverse energy data library, make TGS a trusted partner in supporting the exploration and production of energy resources worldwide. For further information, please visit www.tgs.com (https://www.tgs.com/).

Forward Looking Statement
All statements in this press release other than statements of historical fact are forward-looking statements, which are subject to a number of risks, uncertainties and assumptions that are difficult to predict and are based upon assumptions as to future events that may not prove accurate. These factors include volatile market conditions, investment opportunities in new and existing markets, demand for licensing of data within the energy industry, operational challenges, and reliance on a cyclical industry and principal customers. Actual results may differ materially from those expected or projected in the forward- looking statements. TGS undertakes no responsibility or obligation to update or alter forward-looking statements for any reason.

Attachments
- Q4 2024 Earnings Release
- Q4 2024 Presentation
The MIL Network –
February 20, 2025
MIL-OSI: Establishment of a subsidiary and purchase of the property at Hiiu 42 in Tallinn for the construction of the Südamekodu nursing home

Source: GlobeNewswire (MIL-OSI)

Establishment of a subsidiary and purchase of the property at Hiiu 42 in Tallinn for the construction of the Südamekodu nursing home.
A 100% subsidiary of EfTEN Real Estate Fund AS has entered into a contract under the law of obligations, with the aim of establishing a nursing home there together with Südamekodud AS.
The fund’s 100% subsidiary EfTEN Hiiu OÜ has entered into a contract under the law of obligations with Südamekodud AS for the acquisition of the property located at Hiiu 42 in the Nõmme district of Tallinn. The fund plans to partially rebuild the property into a general nursing home “Nõmme Südamekodu”, which could accommodate up to 170 Südamekodu clients in the future.
The sale price of the property is four million euros, which will be paid upon conclusion of the real rights agreement, and the buyer will additionally invest up to two point five million euros in the reconstruction of the building. Currently, the design of the building’s reconstruction has begun. The expected return of the investment excluding bank leverage is 8%.
The North Estonia Medical Centre will continue to use the property under a valid lease agreement. After the conclusion of the real rights agreement, the property will also be rented under a long-term lease agreement to Südamekodud AS, whose vision is to be the best local care service provider in Estonia. Südamekodud AS offers its services in nursing homes located across Estonia, including the Valkla Südamekodu, Tartu Südamekodu and Pirita Südamekodu properties owned by other subsidiaries of the fund. The purchase of the property and investments will be financed from the fund’s equity capital raised from the SPO and a bank loan. The prerequisite for completing the transaction is the consent of the Estonian Competition Authority, after which a real rights agreement will be concluded for the transfer of ownership of the property.
EfTEN Hiiu OÜ is a 100% subsidiary of the fund established in the Republic of Estonia, with a share capital of 2,500 euros. The members of the management board of the limited liability company are Viljar Arakas and Tõnu Uustalu. The limited liability company does not have a supervisory board. The establishment of a subsidiary is not considered an acquisition of a qualifying holding within the meaning of the rules and regulations of the Tallinn Stock Exchange. The members of the Fund’s supervisory board and management board have no other personal interest in the transaction.

Viljar Arakas
Member of the Management Board
Tel 655 9515
E-post: viljar.arakas@eften.ee

The MIL Network –

February 20, 2025
MIL-OSI: Aegon reports second half year 2024 results
Source: GlobeNewswire (MIL-OSI)

The Hague – February 20, 2025. Please click here to access all 2H 2024 results related documents.

2H 2024 IFRS results
- Net profit of EUR 741 million as operating result and benefit from the a.s.r. stake are partly offset by restructuring charges and net impairments in the US
- Operating result of EUR 776 million, up 14% compared with the second half of 2023, reflecting improved experience variance in the US and business growth in the US and asset management
- Shareholders’ equity per share of EUR 4.53, increases by 13% compared with June 30, 2024, while contractual service margin per share after estimated tax adjustment increases by 5% to EUR 4.38. Valuation equity per share – the sum of these components – grew by 9% to EUR 8.91
2H 2024 capital generation, cash and capital management
- Operating capital generation before holding funding and operating expenses remained broadly stable at EUR 658 million compared with the second half of 2023. Aegon meets its increased guidance of EUR 1.2 billion for 2024
- Capital ratios of Aegon’s main units remain above their respective operating levels and Cash Capital at Holding at EUR 1.7 billion per year-end 2024. EUR 200 million share buyback completed in December
- Free cash flow of EUR 385 million, which includes capital distributions from a.s.r. Full-year free cash flow of EUR 759 million meets guidance of more than EUR 700 million
- 2024 final dividend of EUR 0.19 per common share proposed, an increase of 19% compared with 2023 final dividend
Lard Friese, Aegon CEO, commented:
In 2024, we continued to make good progress with our transformation and are on track to meet the 2025 targets we laid out at our 2023 Capital Markets Day (CMD). We will provide an update on our strategy and new group targets at our next CMD on December 10, 2025, in London. Looking back on the year, I am proud of what the teams achieved, and I am grateful for their hard work.

We have delivered on both our increased guidance for operating capital generation (OCG) of EUR 1.2 billion, and on our free cash flow guidance of more than EUR 700 million for 2024. Our main business units remained well capitalized, and we have generated a full year IFRS operating result of EUR 1.5 billion. Our valuation equity per share, which is a measure of shareholder value, increased by 12% to EUR 8.91.

We continued to execute our strategy to grow our businesses and improve the service we offer to customers. This included the roll-out of a new brand identity across our fully owned units that facilitates improved digital customer experiences. Taking a closer look at our commercial performance in 2024: in the Americas, we strengthened our distribution capabilities as World Financial Group (WFG) grew its number of licensed agents to over 86,000, up 17% compared with the prior year. This contributed to the 22% increase in the operating result of Transamerica’s distribution segment, which reached USD 191 million. Transamerica generated Individual Life sales of USD 473 million, slightly down compared with 2023. The Retirement Plans business experienced outflows but the mid-sized Retirement Plans business continued to grow with strong written plan sales and USD 557 million of net deposits. Throughout the year, we also continued to implement management actions to reduce our exposure to Financial Assets. This included achieving the goals of our program to purchase universal life policies from institutional owners earlier than anticipated.

In the United Kingdom, we are executing the strategy we presented at our June 2024 Teach-In. Our UK Workplace platform performed strongly, with net deposits amounting to GBP 3.7 billion in 2024, due to the onboarding of new schemes and higher regular contributions from existing schemes. While outflows continued in our UK Adviser platform, we are executing our strategy to return the platform to growth by 2028 that includes targeting the top 500 financial adviser firms.

2024 saw our Asset Management business return to growth, with third-party net deposits in Global Platforms and net deposits in Strategic Partnerships combined totaling around EUR 14 billion. This was driven by consecutive net deposits at both businesses during each quarter of 2024.

Our International business saw 15% lower new life sales, mainly driven by pricing actions in China to reflect lower interest rates. At the same time, its value of new business grew by 18%, driven by Brazil and Spain & Portugal, underscoring our focus on profitable growth.

Over the year, we remained disciplined in our management of capital. During the first half of 2024, we completed the EUR 1.535 billion share buyback program. In the second half, we completed a EUR 200 million share buyback program and announced a new EUR 150 million share buyback program, which began in January 2025.

On the basis of our 2024 performance, we today propose a final dividend of 19 eurocents per share. This will result in a total dividend paid for the full-year 2024 of 35 eurocents, up 17% compared with 2023, and means we are on our way to achieve our target of around 40 eurocents per share over 2025.

Additional information
Presentation
The conference call presentation is available on aegon.com.

Supplements
Aegon’s second half 2024 Financial Supplement and other supplementary documents are available on aegon.com.

Webcast and conference call including Q&A
The webcast and conference call starts at 9:00 am CET. The audio webcast can be followed on aegon.com. To join the conference call and/or participate in the Q&A, you will need to register via the following registration link. Directly after registration you will see your personal pin on the confirmation screen, and you will also receive an email with the call details and your personal pin to enter the conference call. The link becomes active 15 minutes prior to the scheduled start time. To avoid any unforeseen connection issues, it is recommended to make use of the “Call me” option. Approximately two hours after the conference call, a replay will be available on aegon.com.

Click to join
With “Call me”, there’s no need to dial-in. Simply click the following registration link and select the option “Call me”.
Enter your information and you will be called back to directly join the conference. The link becomes active 15 minutes prior to the scheduled start time. Should you wish not to use the “Click to join” function, dial-in numbers are also available. For passcode: you will receive a personal pin upon registration.

Dial-in numbers for conference call:
United States: +1 864 991 4103 (local)
United Kingdom: +44 808 175 1536 (toll-free)
The Netherlands: +31 800 745 8377 (toll-free); or +31 970 102 86838 (toll)

Financial calendar 2025
First quarter 2025 trading update – May 16, 2025
Annual General Meeting – June 12, 2025
Second half 2025 results – August 21, 2025
Third quarter 2025 trading update – November 13, 2025
Capital Markets Day – December 10, 2025

About Aegon
Aegon is an international financial services holding company. Aegon’s ambition is to build leading businesses that offer their customers investment, protection, and retirement solutions. Aegon’s portfolio of businesses includes fully owned businesses in the United States and United Kingdom, and a global asset manager. Aegon also creates value by combining its international expertise with strong local partners via insurance joint ventures in Spain & Portugal, China, and Brazil, and via asset management partnerships in France and China. In addition, Aegon owns a Bermuda-based life insurer and generates value via a strategic shareholding in a market leading Dutch insurance and pensions company.

Aegon’s purpose of helping people live their best lives runs through all its activities. As a leading global investor and employer, Aegon seeks to have a positive impact by addressing critical environmental and societal issues, with a focus on climate change and inclusion & diversity. Aegon is headquartered in The Hague, the Netherlands, domiciled in Bermuda, and listed on Euronext Amsterdam and the New York Stock Exchange. More information can be found at aegon.com. More information can be found at aegon.com.

Contacts

Media relations Investor relations

Richard Mackillican Yves Cormier

+31(0) 6 27411546 +31(0) 70 344 8028

richard.mackillican@aegon.com yves.cormier@aegon.com

Local currencies and constant currency exchange rates
This document contains certain information about Aegon’s results, financial condition and revenue generating investments presented in USD for the Americas and in GBP for the United Kingdom, because those businesses operate and are managed primarily in those currencies. Certain comparative information presented on a constant currency basis eliminates the effects of changes in currency exchange rates. None of this information is a substitute for or superior to financial information about Aegon presented in EUR, which is the currency of Aegon’s primary financial statements.

Forward-looking statements
The statements contained in this document that are not historical facts are forward-looking statements as defined in the US Private Securities Litigation Reform Act of 1995. The following are words that identify such forward-looking statements: aim, believe, estimate, target, intend, may, expect, anticipate, predict, project, counting on, plan, continue, want, forecast, goal, should, would, could, is confident, will, and similar expressions as they relate to Aegon. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. In addition, any statements that refer to sustainability, environmental and social targets, commitments, goals, efforts and expectations and other events or circumstances that are partially dependent on future events are forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Aegon undertakes no obligation, and expressly disclaims any duty, to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which merely reflect company expectations at the time of writing. Actual results may differ materially and adversely from expectations conveyed in forward-looking statements due to changes caused by various risks and uncertainties. Such risks and uncertainties include but are not limited to the following:
- Unexpected delays, difficulties, and expenses in executing against Aegon’s environmental, climate, diversity and inclusion or other “ESG” targets, goals and commitments, and changes in laws or regulations affecting us, such as changes in data privacy, environmental, health and safety laws;
- Changes in general economic and/or governmental conditions, particularly in Bermuda, the United States, the Netherlands and the United Kingdom;
- Civil unrest, (geo-) political tensions, military action or other instability in a country or geographic region;
- Changes in the performance of financial markets, including emerging markets, such as with regard to:
  - The frequency and severity of defaults by issuers in Aegon’s fixed income investment portfolios;
  - The effects of corporate bankruptcies and/or accounting restatements on the financial markets and the resulting decline in the value of equity and debt securities Aegon holds;
  - The effects of declining creditworthiness of certain public sector securities and the resulting decline in the value of government exposure that Aegon holds;
  - The impact from volatility in credit, equity, and interest rates;
- Changes in the performance of Aegon’s investment portfolio and decline in ratings of Aegon’s counterparties;
- Lowering of one or more of Aegon’s debt ratings issued by recognized rating organizations and the adverse impact such action may have on Aegon’s ability to raise capital and on its liquidity and financial condition;
- Lowering of one or more of insurer financial strength ratings of Aegon’s insurance subsidiaries and the adverse impact such action may have on the written premium, policy retention, profitability and liquidity of its insurance subsidiaries;
- The effect of applicable Bermuda solvency requirements, the European Union’s Solvency II requirements, and applicable equivalent solvency requirements and other regulations in other jurisdictions affecting the capital Aegon is required to maintain;
- Changes in the European Commissions’ or European regulator’s position on the equivalence of the supervisory regime for insurance and reinsurance undertakings in force in Bermuda;
- Changes affecting interest rate levels and low or rapidly changing interest rate levels;
- Changes affecting currency exchange rates, in particular the EUR/USD and EUR/GBP exchange rates;
- Changes affecting inflation levels, particularly in the United States, the Netherlands and the United Kingdom;
- Changes in the availability of, and costs associated with, liquidity sources such as bank and capital markets funding, as well as conditions in the credit markets in general such as changes in borrower and counterparty creditworthiness;
- Increasing levels of competition, particularly in the United States, the Netherlands, the United Kingdom and emerging markets;
- Catastrophic events, either manmade or by nature, including by way of example acts of God, acts of terrorism, acts of war and pandemics, could result in material losses and significantly interrupt Aegon’s business;
- The frequency and severity of insured loss events;
- Changes affecting longevity, mortality, morbidity, persistence and other factors that may impact the profitability of Aegon’s insurance products and management of derivatives;
- Aegon’s projected results are highly sensitive to complex mathematical models of financial markets, mortality, longevity, and other dynamic systems subject to shocks and unpredictable volatility. Should assumptions to these models later prove incorrect, or should errors in those models escape the controls in place to detect them, future performance will vary from projected results;
- Reinsurers to whom Aegon has ceded significant underwriting risks may fail to meet their obligations;
- Changes in customer behavior and public opinion in general related to, among other things, the type of products Aegon sells, including legal, regulatory or commercial necessity to meet changing customer expectations;
- Customer responsiveness to both new products and distribution channels;
- Third-party information used by us may prove to be inaccurate and change over time as methodologies and data availability and quality continue to evolve impacting our results and disclosures;
- As Aegon’s operations support complex transactions and are highly dependent on the proper functioning of information technology, operational risks such as system disruptions or failures, security or data privacy breaches, cyberattacks, human error, failure to safeguard personally identifiable information, changes in operational practices or inadequate controls including with respect to third parties with which Aegon does business, may disrupt Aegon’s business, damage its reputation and adversely affect its results of operations, financial condition and cash flows, and Aegon may be unable to adopt to and apply new technologies;
- The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including Aegon’s ability to complete, or obtain regulatory approval for, acquisitions and divestitures, integrate acquisitions, and realize anticipated results, and its ability to separate businesses as part of divestitures;
- Aegon’s failure to achieve anticipated levels of earnings or operational efficiencies, as well as other management initiatives related to cost savings, Cash Capital at Holding, gross financial leverage and free cash flow;
- Changes in the policies of central banks and/or governments;
- Litigation or regulatory action that could require Aegon to pay significant damages or change the way Aegon does business;
- Competitive, legal, regulatory, or tax changes that affect profitability, the distribution cost of or demand for Aegon’s products;
- Consequences of an actual or potential break-up of the European Monetary Union in whole or in part, or further consequences of the exit of the United Kingdom from the European Union and potential consequences if other European Union countries leave the European Union;
- Changes in laws and regulations, or the interpretation thereof by regulators and courts, including as a result of comprehensive reform or shifts away from multilateral approaches to regulation of global or national operations, particularly regarding those laws and regulations related to ESG matters, those affecting Aegon’s operations’ ability to hire and retain key personnel, taxation of Aegon companies, the products Aegon sells, the attractiveness of certain products to its consumers and Aegon’s intellectual property;
- Regulatory changes relating to the pensions, investment, insurance industries and enforcing adjustments in the jurisdictions in which Aegon operates;
- Standard setting initiatives of supranational standard setting bodies such as the Financial Stability Board and the International Association of Insurance Supervisors or changes to such standards that may have an impact on regional (such as EU), national or US federal or state level financial regulation or the application thereof to Aegon, including the designation of Aegon by the Financial Stability Board as a Global Systemically Important Insurer (G-SII);
- Changes in accounting regulations and policies or a change by Aegon in applying such regulations and policies, voluntarily or otherwise, which may affect Aegon’s reported results, shareholders’ equity or regulatory capital adequacy levels;
- Changes in ESG standards and requirements, including assumptions, methodology and materiality, or a change by Aegon in applying such standards and requirements, voluntarily or otherwise, may affect Aegon’s ability to meet evolving standards and requirements, or Aegon’s ability to meet its sustainability and ESG-related goals, or related public expectations, which may also negatively affect Aegon’s reputation or the reputation of its board of directors or its management; and
- Other risks and uncertainties identified in the Form 20-F and in other documents filed or to be filed by Aegon with the SEC.
- Reliance on third-party information in certain of Aegon’s disclosures, which may change over time as methodologies and data availability and quality continue to evolve. These factors, as well as any inaccuracies in third-party information used by Aegon, including in estimates or assumptions, may cause results to differ materially and adversely from statements, estimates, and beliefs made by Aegon or third-parties. Moreover, Aegon’s disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in its business or applicable governmental policies, or other factors, some of which may be beyond Aegon’s control. Additionally, Aegon’s discussion of various ESG and other sustainability issues in this document or in other locations, including on our corporate website, may be informed by the interests of various stakeholders, as well as various ESG standards, frameworks, and regulations (including for the measurement and assessment of underlying data). As such, our disclosures on such issues, including climate-related disclosures, may include information that is not necessarily “material” under US securities laws for SEC reporting purposes, even if we use words such as “material” or “materiality” in relation to those statements. ESG expectations continue to evolve, often quickly, including for matters outside of our control; our disclosures are inherently dependent on the methodology (including any related assumptions or estimates) and data used, and there can be no guarantee that such disclosures will necessarily reflect or be consistent with the preferred practices or interpretations of particular stakeholders, either currently or in future.
This document contains information that qualifies, or may qualify, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (596/2014). Further details of potential risks and uncertainties affecting Aegon are described in its filings with the Netherlands Authority for the Financial Markets and the US Securities and Exchange Commission, including the 2023 Integrated Annual Report. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, Aegon expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Aegon’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

WORLD FINANCIAL GROUP (WFG):
WFG CONSISTS OF:
IN THE UNITED STATES, WORLD FINANCIAL GROUP INSURANCE AGENCY, LLC (IN CALIFORNIA, DOING BUSINESS AS WORLD FINANCIAL INSURANCE AGENCY, LLC), WORLD FINANCIAL GROUP INSURANCE AGENCY OF HAWAII, INC., WORLD FINANCIAL GROUP INSURANCE AGENCY OF MASSACHUSETTS, INC., AND / OR WFG INSURANCE AGENCY OF PUERTO RICO, INC. (COLLECTIVELY WFGIA), WHICH OFFER INSURANCE AND ANNUITY PRODUCTS.
IN THE UNITED STATES, TRANSAMERICA FINANCIAL ADVISORS, INC. IS A FULL-SERVICE, FULLY LICENSED, INDEPENDENT BROKER-DEALER AND REGISTERED INVESTMENT ADVISOR. TRANSAMERICA FINANCIAL ADVISORS, INC. (TFA), MEMBER FINRA, MSRB, SIPC , AND REGISTERED INVESTMENT ADVISOR, OFFERS SECURITIES AND INVESTMENT ADVISORY SERVICES.
IN CANADA, WORLD FINANCIAL GROUP INSURANCE AGENCY OF CANADA INC. (WFGIAC), WHICH OFFERS LIFE INSURANCE AND SEGREGATED FUNDS. WFG SECURITIES INC. (WFGS), WHICH OFFERS MUTUAL FUNDS.
WFGIAC AND WFGS ARE AFFILIATED COMPANIES.

Attachment
- 20250220_PR_Aegon reports second half year 2024 results
The MIL Network –
February 20, 2025

MIL-OSI: Diversified Energy Announces Pricing of Offering of Ordinary Shares

Source: GlobeNewswire (MIL-OSI)

BIRMINGHAM, Ala., Feb. 19, 2025 (GLOBE NEWSWIRE) — Diversified Energy Company PLC (LSE: DEC; NYSE: DEC) (“Diversified” or the “Company“), an independent energy company focused on natural gas and liquids production, transportation, marketing and well retirement, today announces the pricing of its previously announced underwritten public offering (the “Offering”) of 8,500,000 ordinary shares (the “Shares”) at a public offering price of $14.50 per Share for total gross proceeds of approximately $123.3 million. The Offering is expected to settle on February 21, 2025, subject to customary closing conditions. In addition, Diversified has granted the underwriters a 30-day option to purchase up to an additional 850,000 ordinary shares at the public offering price, less underwriting discount.

Citigroup and Mizuho are acting as joint book-running managers and underwriters for the Offering. KeyBanc Capital Markets, Truist Securities, Jefferies and Raymond James are also acting as joint book-running managers and underwriters for the Offering. Johnson Rice & Company, Pickering Energy Partners, Stephens Inc. and Stifel are acting as co-managers and underwriters for the Offering.

The Company intends to use the net proceeds from the Offering to repay a portion of the debt expected to be incurred by the Company in connection with the proposed acquisition of Maverick Natural Resources, LLC, as announced on January 27, 2025 (the “Acquisition”). In the event that the Acquisition does not close, the Company intends to use the net proceeds from the Offering to repay debt and for general corporate purposes. The consummation of the Offering is not conditioned upon the completion of the Acquisition, and the completion of the Acquisition is not conditioned upon the consummation of the Offering.

A shelf registration statement relating to these securities was filed with the U.S. Securities and Exchange Commission (the “SEC“) on February 11, 2025 and became effective upon filing. Copies of the registration statement can be accessed through the SEC’s website free of charge at www.sec.gov. A preliminary prospectus supplement and an accompanying prospectus relating to and describing the terms of the Offering were filed with the SEC and are available free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus related to the Offering can be accessed through the SEC’s website free of charge at www.sec.gov or obtained free of charge from either of the joint book-running managers for the Offering: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); or Mizuho Securities USA LLC, Attention: Equity Capital Markets Desk, at 1271 Avenue of the Americas, New York, NY 10020, or by email at US-ECM@mizuhogroup.com.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy our ordinary shares nor shall there be any sale of securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

In connection with the admission of the Shares to listing on the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (“Admission”), the Company intends to publish a prospectus as required under the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. Applications will be made to the FCA and LSE for Admission, and Admission is expected to become effective at 8:00 am (London time) on February 24, 2025.

Post Transaction Report

In accordance with the Statement of Principles (November 2022) published by the Pre-Emption Group, Diversified announces the following post transaction report in connection with the Offering.

Name of Issuer	Diversified Energy Company PLC
Transaction Details	The Company issued 8,500,000 new Ordinary Shares (the “Shares”), representing 16.6% of the Company’s ordinary share capital as of 14 February 2025. Admission of the Shares representing 16.6% of the Company’s ordinary share capital as of 14 February 2024 is expected to occur at 8.00 am (London time) on 24 February 2024.
Use of Proceeds	The directors of the Company intend to use the net proceeds from the Offering to repay a portion of the debt expected to be incurred by the Company in connection with the proposed acquisition of Maverick Natural Resources, LLC, as announced on 27 January 2025 (the “Acquisition”). In the event that the Acquisition does not close, the Company intends to use the net proceeds from the Offering to repay debt and for general corporate purposes.
Quantum of Proceeds	Total gross proceeds from the Offering, amounted to US$123.3 million (approximately £97.9 million), approximately US$118.3 million net of expenses (approximately £93.9 million net of expenses).
Discount	The Offering was completed at a price of US$14.50 per Share, representing a 3.4% percent discount from the NYSE closing price of US$15.01 per Share on 19 February 2025 (being the last business day prior to the pricing of the Offering).
Allocations	Soft pre-emption has been adhered to in the allocations process, where possible. Management was involved in the allocations process, which has been carried out in compliance with the MIFID II Allocation requirements.
Consultation	The Underwriters undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.
U.K. Retail Investors	Following discussions between the Underwriters and the Company, it was decided that a retail offer would not be included in the Offering. The Offering structure was chosen to minimize cost, time to completion and complexity.

CONTACTS

Diversified Energy Company PLC	+1 973 856 2757
Doug Kris	dkris@dgoc.com
Senior Vice President, Investor Relations & Corporate Communications

FTI Consulting	dec@fticonsulting.com
U.S. & UK Financial Media Relations

About Diversified

Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our unique differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

Forward-Looking Statements

This press release includes forward-looking statements. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “believe”, “expects”, “targets”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “projects”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of management or the Company concerning, among other things, expectations regarding the proposed Offering of securities and the Acquisition. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company’s control and all of which are based on management’s current beliefs and expectations about future events, including market conditions, failure of customary closing conditions and the risk factors and other matters set forth in the Company’s filings with the SEC and other important factors that could cause actual results to differ materially from those projected.

Important Notice to UK and EU Investors

This announcement contains inside information for the purposes of Regulation (EU) No. 596/2014 on market abuse and the UK Version of Regulation (EU) No. 596/2014 on market abuse, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (together, “MAR”). In addition, market soundings (as defined in MAR) were taken in respect of the matters contained in this announcement, with the result that certain persons became aware of such inside information as permitted by MAR. Upon the publication of this announcement, the inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information in relation to the Company and its securities.

Members of the public are not eligible to take part in the Offering. This announcement is directed at and is only being distributed to persons: (a) if in member states of the European Economic Area, “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (“Qualified Investors“); or (b) if in the United Kingdom, “qualified investors” within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, who are (i) persons who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“), or (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (c) persons to whom they may otherwise lawfully be communicated (each such person above, a “Relevant Person“). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. This announcement must not be acted on or relied on by persons who are not Relevant Persons, if in the United Kingdom, or Qualified Investors, if in a member state of the EEA. Any investment or investment activity to which this announcement or the Offering relates is available only to Relevant Persons, if in the United Kingdom, and Qualified Investors, if in a member state of the EEA, and will be engaged in only with Relevant Persons, if in the United Kingdom, and Qualified Investors, if in a member state of the EEA.

No offering document or prospectus will be available in any jurisdiction in connection with the matters contained or referred to in this announcement in the United Kingdom and no such offering document or prospectus is required (in accordance with the Prospectus Regulation or UK Prospectus Regulation) to be published. The Company will publish a prospectus in connection with Admission as required under the UK Prospectus Regulation in due course.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.

The Company has consulted with a number of existing shareholders and other investors ahead of the release of this announcement, including regarding the rationale for the offering. Consistent with each of its prior offerings, the Company will respect the principles of pre-emption, so far as is possible, through the allocation process, in the Offering.

In connection with the Offering, Citigroup or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. Citigroup may, for stabilization purposes, over-allot Shares up to a maximum of 10 per cent. of the total number of Shares comprised in the Offering. Citigroup will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of adequate public disclosure of the final price of the securities and ending no later than 30 calendar days thereafter. However, there will be no obligation on Citigroup or any of its agents to effect stabilizing transactions and there is no assurance that stabilizing transactions will be undertaken. Such stabilizing measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilize the market price of the Shares above the offer price. Save as required by law or regulation, neither Citigroup nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilization transactions conducted in relation to the Offering.

Citigroup and Mizuho are acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Offering or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, Citigroup and Mizuho or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the US prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Citigroup and Mizuho or any of their respective affiliates acting as investors for their own accounts. Citigroup and Mizuho or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Neither Citigroup nor Mizuho, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The MIL Network –

February 20, 2025

MIL-OSI: First National Bank Alaska announces unaudited results for fourth quarter and full year 2024

Source: GlobeNewswire (MIL-OSI)

ANCHORAGE, Alaska, Feb. 19, 2025 (GLOBE NEWSWIRE) — First National Bank Alaska’s (OTCQX:FBAK) net income for the fourth quarter of 2024 was $19.9 million, or $6.29 per share. This compares to a net income of $16.6 million, or $5.24 per share, for the same period in 2023.

“Fourth quarter results concluded another year of strong financial performance in 2024,” said First National Board Chair and CEO/President Betsy Lawer. “Growth in both loans and customer deposits along with repositioning efforts in the securities portfolio enhanced the balance sheet. Growth in noninterest income along with outstanding expense management resulted in record-high net income. As we build on the momentum generated in 2024, I’m excited about where our recently expanded leadership team will take us to further help Alaskans shape a brighter tomorrow.”

Loans totaled $2.5 billion as of Dec. 31, 2024, an increase of $24.3 million during fourth quarter 2024, and an increase of $196.6 million compared to the same period in 2023. Fourth quarter loan quality was strong with nonperforming loans of $4.3 million, 0.17% of outstanding loans compared to $4.7 million and 0.20% as of Dec. 31, 2023. The provision for credit losses totaled $0.7 million for the year ended Dec. 31, 2024, compared to a $0.9 million benefit for year ended Dec. 31, 2023. The allowance for credit losses as of Dec. 31, 2024 totaled $18.0 million, or 0.73% of total loans.

Fourth quarter total interest and loan fee income was $63.4 million, a 6.2% increase from $59.8 million for the quarter ended Dec. 31, 2023. The yield on loans increased to 6.67% compared to 6.25% on Dec. 31, 2023. Interest and fees on loans and interest and dividends on investment securities increased in the fourth quarter on rate and volume improvements.

Assets totaled $5.0 billion as of Dec. 31, 2024, decreasing by $559.5 million due to the repayments during the fourth quarter of the December 2023 advance under the Federal Reserve Bank Term Funding Program and the July 2024 Federal Home Loan Bank borrowing. Return on assets on Dec. 31, 2024, was 1.22%, fifteen basis points higher compared to 2023.

Deposits and repurchase agreements totaled $4.4 billion as of Dec. 31, 2024, an increase of $47.1 million during the fourth quarter, and an increase of $13.1 million since Dec. 31, 2023. Seasonal outflow was offset by new customer deposits during the fourth quarter of 2024.

Interest expense for the quarter decreased by $0.2 million compared to the quarter ended Dec. 31, 2023, due to repayments of borrowed funds offset by mix changes in interest-bearing deposits. Net interest margin through Dec. 31, 2024, was 3.12% compared to 2.82% for the year ended Dec. 31, 2023.

Noninterest income for fourth quarter 2024 was $7.0 million, an increase of 7.5% compared to fourth quarter 2023. Quarterly income improvement occurred within fiduciary activities and mortgage loan servicing. Noninterest expenses for the fourth quarter of 2024 increased 12.4% compared to the same period in 2023, primarily due to an increase in salaries and benefits driven by the competitive labor market and health care costs. The efficiency ratio for Dec. 31, 2024, was 53.51% and remains better than First National’s peer groups, both in Alaska and across the nation.

Provision for income taxes was reduced $2.2 million in the fourth quarter of 2024 as compared to the fourth quarter of 2023, reflecting certain state income tax benefits achieved in the securities portfolio.

Shareholders’ equity was $516.6 million as of Dec. 31, 2024, compared to $464.8 million as of Dec. 31, 2023. This $51.8 million increase resulted from a decrease in the net unrealized loss position of the securities portfolio and net income retained in excess of dividends paid. Return on equity as of Dec. 31, 2024, was 13.60% compared to 13.97% as of Dec. 31, 2023. Book value per share as increased to $163.11, compared to $146.77 as of Dec. 31, 2023. The bank’s Dec. 31, 2024, Tier 1 leverage capital ratio of 10.54% remains above well-capitalized standards.

ABOUT FIRST NATIONAL BANK ALASKA

First National Bank Alaska files a quarterly financial report with the Federal Financial Institution Examination Council. The bank’s latest Consolidated Report of Condition and Income (Call Report) is filed by the 30th of the month following quarter-end and is subsequently posted at FNBAlaska.com and OTCMarkets.com.

Alaska’s community bank since 1922, First National proudly meets the financial needs of Alaskans with ATMs and 28 locations in 19 communities throughout the state, and by providing banking services to meet their needs across the nation and around the world.

In 2025, Forbes selected First National as the sixth bank in the country on their America’s Best Banks list. In 2024, Alaska Business readers voted First National “Best of Alaska Business” in the Best Place to Work category for the ninth year in a row, Best Bank/Credit Union for the fourth time running, and Best Customer Service. The bank was also voted “Best of Alaska” in 2024 in the Anchorage Daily News awards, ranking as one of the top three in the Bank/Financial category for the sixth year in a row. American Banker again recognized First National as a “Best Bank to Work For” in 2024, for the seventh consecutive year.

For more than a century, the bank has been committed to supporting the communities it serves. In 2024, for the eighth consecutive reporting period, over a span of twenty-four years, First National Bank Alaska received an Outstanding Community Reinvestment Act performance rating from the Office of the Comptroller of the Currency Our dedicated team strives to provide exceptional customer service to meet the banking needs of our neighbors and fellow Alaskans across the state to help shape a brighter tomorrow.

First National Bank Alaska is a Member FDIC, Equal Housing Lender, and recognized as a Minority Depository Institution by the Office of the Comptroller of the Currency, as it is majority-owned by women.

CONTACT: Corporate Communications, 907-777-3409


Financial Overview (Unaudited)
($ in thousands, except per common share amounts)
	Three months ended									Year ended
	Dec. 31,			Sep. 30,			Dec. 31,			December 31,
	2024			2024			2023			2024			2023
Income Statement
Total Interest And Loan Fee Income	$	63,439		$	64,615		$	56,773		$	59,493		$	59,761
Total Interest Expense	$	18,591		$	21,319		$	16,521		$	21,168		$	18,803
Provision for Credit Losses	$	(118	)	$	(432	)	$	(344	)	$	721		$	(930	)
Total Noninterest Income	$	7,011		$	7,293		$	6,522		$	28,233		$	25,426
Total Noninterest Expense	$	27,696		$	25,928		$	24,651		$	104,346		$	98,168
Provision for Income Taxes	$	4,350		$	7,099		$	6,593		$	22,839		$	22,657
Net Income	$	19,931		$	17,994		$	16,580		$	67,048		$	60,010
Earnings per common share	$	6.29		$	5.68		$	5.24		$	21.17		$	18.96
Dividend per common share	$	6.40		$	3.20		$	6.40		$	16.00		$	16.00

Financial Overview (Unaudited)	Quarter Ended
	12/31/2024			9/30/2024			6/30/2024			3/31/2024			12/31/2023
Balance Sheet
Total Assets	$	4,997,767		$	5,557,306		$	5,116,066		$	5,212,976		$	5,730,835
Total Securities	$	1,928,625		$	2,602,519		$	2,197,788		$	2,404,078		$	2,384,951
Total Loans	$	2,469,935		$	2,445,596		$	2,391,593		$	2,369,282		$	2,273,311
Total Deposits	$	3,679,155		$	3,728,181		$	3,698,631		$	3,665,066		$	3,780,018
Repurchase Agreements	$	743,193		$	647,043		$	615,096		$	571,463		$	629,280
Total Deposits and Repurchase Agreements	$	4,422,348		$	4,375,224		$	4,313,727		$	4,236,529		$	4,409,298
Total Borrowing under the Federal Reserve Bank Term Funding Program	$	–		$	249,868		$	249,868		$	430,000		$	780,000
Unrealized loss on marketable securities, net of tax	$	(62,985	)	$	(52,020	)	$	(86,857	)	$	(95,809	)	$	(98,378	)
Total Shareholders’ Equity	$	516,562		$	527,864		$	485,167		$	470,702		$	464,791

Financial Measures
Return on Assets		1.22	%		1.15	%		1.08	%		0.95	%		1.07	%
Return on Equity		13.60	%		12.90	%		12.30	%		11.52	%		13.97	%
Net Interest Margin		3.12	%		3.04	%		2.98	%		2.76	%		2.82	%
Yield on Loans		6.67	%		6.65	%		6.55	%		6.40	%		6.25	%
Yield on Securities		2.55	%		2.49	%		2.33	%		2.36	%		1.66	%
Cost of Interest Bearing Deposits		1.57	%		1.62	%		1.60	%		1.55	%		1.02	%
Efficiency Ratio		53.51	%		53.59	%		54.94	%		56.00	%		54.28	%

Capital
Shareholders’ Equity/Total Assets		10.34	%		9.50	%		9.48	%		9.03	%		8.11	%
Tier 1 Leverage Ratio		10.54	%		10.39	%		11.12	%		9.96	%		9.85	%
Regulatory Well Capitalized Minimum Ratio – Tier 1 Leverage Ratio		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%
Tier 1 (Core) Capital	$	579,547		$	579,884		$	572,024		$	566,511		$	563,169

Credit Quality
Nonperforming Loans and OREO	$	4,313		$	4,186		$	4,731		$	28,634		$	4,659
Nonperforming Loans and OREO/Total Loans		0.17	%		0.17	%		0.20	%		1.21	%		0.20	%
Nonperforming Loans and OREO/Tier 1 Capital		0.74	%		0.72	%		0.83	%		5.05	%		0.83	%
Allowance for Credit Losses	$	18,025		$	18,550		$	19,000		$	18,800		$	17,750
Allowance for Credit Losses/Total Loans		0.73	%		0.76	%		0.79	%		0.79	%		0.78	%

Net interest margin, yields, and efficiency ratios are tax effected.
Financial measures are year-to-date.

The MIL Network –

February 20, 2025

MIL-OSI: OTTAWA BANCORP, INC. ANNOUNCES CASH DIVIDEND

Source: GlobeNewswire (MIL-OSI)

OTTAWA, Ill., Feb. 19, 2025 (GLOBE NEWSWIRE) — Ottawa Bancorp, Inc. (OTCQX: OTTW), the holding company for OSB Community Bank, announced today that its Board of Directors has declared a quarterly cash dividend of $0.11 per share, payable on or about March 19, 2025, to stockholders of record as of the close of business on March 5, 2025.

Ottawa Bancorp, Inc. is the holding company for OSB Community Bank which provides various financial services to individual and corporate customers in the United States. OSB Community Bank offers various deposit accounts, including checking, money market, regular savings, club savings, certificate, and various retirement accounts. Its loan portfolio includes one-to-four family residential mortgage, multi-family and non-residential real estate, commercial, and construction loans as well as auto loans and home equity lines of credit. OSB Community Bank was founded in 1871 and is headquartered in Ottawa, Illinois. For more information about Ottawa Bancorp, Inc and OSB Community Bank, please visit www.myosb.bank.

Contact: Craig Hepner
                President and Chief Executive Officer
                (815) 366-5437

The MIL Network –

February 20, 2025
MIL-OSI: Pulse Seismic Inc. Receives TSX Approval for Normal Course Issuer Bid and Enters Into Automatic Share Purchase Plan

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, Feb. 19, 2025 (GLOBE NEWSWIRE) — Pulse Seismic Inc. (TSX:PSD) (OTCQX:PLSDF) (“Pulse” or the “Company”) announces that the Toronto Stock Exchange (the “TSX”) has accepted the Company’s Notice of Intention to enter a normal course issuer bid (“NCIB”). The NCIB allows Pulse to purchase up to 2,770,658 common shares (representing 10 percent of the public float of 27,706,584 common shares as at February 17, 2025). All shares will be purchased through the facilities of the TSX and/or alternative Canadian trading platforms. All shares purchased under the normal course issuer bid will be cancelled. The duration of the normal course issuer bid will be from February 24, 2025, through February 23, 2026. As of February 17, 2025, the Company had 50,837,763 common shares outstanding.

The Company’s purchase of shares during any trading day will not exceed 2,866 common shares (representing 25 percent of the average daily trading volume of 11,467 shares traded on the TSX during the most recently completed six calendar months preceding the filing of the Notice of Intention), subject to Pulse’s ability to make block purchases in accordance with the TSX facilities and rules.

During the period from December 20, 2023, through December 19, 2024, the NCIB allowed Pulse to purchase up to 2,957,406 common shares. During that period, Pulse purchased 1,799,600 common shares under the normal course issuer bid at a weighted average price of $2.17 per share. All shares were purchased through the facilities of the TSX and/or alternative Canadian trading platforms. All shares purchased under the normal course issuer bid were cancelled.

The Company also entered into an automatic share purchase plan (“ASPP”) with a broker, in order to facilitate repurchases of Pulse’s common shares under its normal course issuer bid (“NCIB”). During the effective period of its ASPP, Pulse’s broker may purchase common shares at times when Pulse would not be active in the market due to regulatory restrictions, including insider trading rules, and Pulse’s own internal trading blackout periods. Purchases will be made by Pulse’s broker based on parameters set by Pulse when it is not in possession of any material non-public information about the Company or its securities, and in accordance with the limits and other terms of the ASPP. The ASPP has been entered into in accordance with the requirements of applicable Canadian securities laws.

CORPORATE PROFILE

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

For further information, please contact:
Neal Coleman, President and CEO
Or
Pamela Wicks, VP Finance and CFO

Tel.: 403-237-5559
Toll-free: 1-877-460-5559
E-mail: info@pulseseismic.com.
Please visit our website at www.pulseseismic.com.

PDF available: http://ml.globenewswire.com/Resource/Download/44800f70-c245-41f0-88a0-9072db871bd7

The MIL Network –

February 20, 2025
MIL-OSI: UPDATE: TrustCo Announces First Dividend of 2025; Continues Annualized Payout of $1.44 per share

Source: GlobeNewswire (MIL-OSI)

GLENVILLE, N.Y., Feb. 19, 2025 (GLOBE NEWSWIRE) — The Board of Directors of TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) on February 18, 2025, declared a quarterly cash dividend of $0.36 per share, or $1.44 per share on an annualized basis. The dividend will be payable on April 1, 2025 to shareholders of record at the close of business on March 7, 2025.

Chairman, President, and Chief Executive Officer Robert J. McCormick said: “With 2025 now fully under way, many people, us included, see cause for optimism. Since 1904, TrustCo has delivered a strong dividend every quarter. This kind of payout, and the steady corporate performance that supports it, are TrustCo hallmarks that fuel more than just optimism, but rather lead to the genuine satisfaction that investors realize from meeting their financial goals. We are very proud of the team and the effort that make our reliable dividend – and the positive financial benefits that come with it – possible.”

About TrustCo Bank Corp NY

TrustCo Bank Corp NY is a $6.2 billion savings and loan holding company. Through its subsidiary, Trustco Bank, Trustco operates 136 offices in New York, New Jersey, Vermont, Massachusetts and Florida. Trustco has a more than 100-year tradition of providing high-quality services, including a wide variety of deposit and loan products. In addition, Trustco Bank’s Financial Services Department offers a full range of investment services, retirement planning and trust and estate administration services. Trustco Bank is rated as one of the best performing savings banks in the country. The common shares of TrustCo are traded on the NASDAQ Global Select Market under the symbol TRST. For more information, visit www.trustcobank.com.

Forward-Looking Statements
All statements in this news release that are not historical are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future developments, results or periods. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and such forward-looking statements are subject to factors and uncertainties that could cause actual results to differ materially for TrustCo from the views, beliefs and projections expressed in such statements. Examples of these include, but are not limited to: the effects of ongoing inflationary pressures and changes in monetary and fiscal policies and laws, including increases in the Federal funds target rate by, and interest rate policies of, the Federal Reserve Board; changes in and uncertainty related to benchmark interest rates used to price loans and deposits; instability in global economic conditions and geopolitical matters; U.S. government shutdowns, credit rating downgrades, or failure to increase the debt ceiling;; the risks and uncertainties under the heading “Risk Factors” in our most recent annual report on Form 10-K and, if any, in our subsequent quarterly reports on Form 10-Q or other securities filings, including our upcoming annual report on Form 10-K for fiscal 2024; the other financial, operational and legal risks and uncertainties detailed from time to time in TrustCo’s cautionary statements contained in its filings with the Securities and Exchange Commission; and the effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers. The forward-looking statements contained in this news release represent TrustCo management’s judgment as of the date of this news release. TrustCo disclaims, however, any intent or obligation to update forward-looking statements, either as a result of future developments, new information or otherwise, except as may be required by law.

Contact: Robert M. Leonard

Executive Vice President

(518) 381-3693

The MIL Network –

February 20, 2025
MIL-OSI: NamSys Reports Results of Operations for Fiscal 2024
Source: GlobeNewswire (MIL-OSI)

TORONTO , Feb. 19, 2025 (GLOBE NEWSWIRE) — NamSys Inc. (the “Company”) (CTZ – TSX-V), a leading provider of technology for cash processing and transportation, today reports the results of operations for the fiscal year and the election of Nicole Sparks as the Non-Executive Chair of the Board of Directors. All amounts referenced herein are in Canadian dollars.

Fiscal Year Highlights (for the twelve months ended October 31, 2024 compared to October 31, 2023)
- Revenue of $6,840,146 increased by 12% or $747,126 compared to $6,093,020.
- Gross profit of $4,269,368 increased by 17% or $616,868 compared to $3,652,500.
- Net income of $2,090,475 ($0.08 per share) increased 29% or $475,600 compared to $1,614,875 ($0.05 per share).
- A special dividend of $0.05 per common share was paid, returning $1,350,477 to shareholders.
- Net cash of $8,047,351 increased by 11% or $829,039 compared to $7,218,312 and now represents $0.29 of net cash per diluted share.
- The Company purchased and cancelled 355,600 common shares as part of the Normal Course Issuer Bid that commenced August 30, 2023 and ended August 30, 2024.
“I’m pleased to announce our record results and the election of Ms. Sparks. She has served on the Board of Directors since April 2018 and succeeds her father, K. Barry Sparks, who retired as Chair on October 31, 2024 and sadly passed away on January 19, 2025.” commented Jason Siemens, President and CEO.

The financial statements and Management’s Discussion and Analysis for the fiscal year ending October 31st, 2024 are available under the Company’s profile on SEDAR at www.sedarplus.ca.

NamSys Inc. products are designed to bring efficiency to the processing of currency and other value instruments in retailers, financial institutions, and cash-in-transit providers. NamSys’ proprietary systems for this market are sold as software-as-a-service subscriptions and operate in the public cloud service providers.

For further information, please contact:
Mr. Jason Siemens, President & CEO
‪(289) 748-3685‬; mailto:ir@namsys.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This Media Release may contain forward-looking statements, which reflect the Corporation’s current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual events could differ from those projected herein and depend on a number of factors including the success of the Corporation’s sales strategies.

The MIL Network –
February 20, 2025
MIL-OSI: First Capital, Inc. Announces Quarterly Dividend

Source: GlobeNewswire (MIL-OSI)

CORYDON, Ind., Feb. 19, 2025 (GLOBE NEWSWIRE) — The Board of Directors of First Capital, Inc. (NASDAQ: FCAP) has declared a quarterly cash dividend of $0.29 (twenty-nine cents) per share of common stock, according to Michael C. Frederick, President and Chief Executive Officer. The dividend will be paid on March 28, 2025 to shareholders of record as of March 14, 2025.

First Capital, Inc. is the holding company for First Harrison Bank. First Harrison currently has eighteen offices in the Indiana communities of Corydon, Edwardsville, Greenville, Floyds Knobs, Palmyra, New Albany, New Salisbury, Jeffersonville, Salem, Lanesville and Charlestown and the Kentucky communities of Shepherdsville, Mt. Washington and Lebanon Junction. Access to First Harrison Bank accounts, including online banking and electronic bill payments, is available anywhere with Internet access through the Bank’s website at www.firstharrison.com. For more information and financial data about First Capital, Inc., please visit Investor Relations at First Harrison Bank’s aforementioned website.

Contact:
Joshua P. Stevens
Chief Financial Officer
812-738-1570

The MIL Network –

February 20, 2025
MIL-OSI: First Capital, Inc. Announces Date of Annual Meeting

Source: GlobeNewswire (MIL-OSI)

CORYDON, Ind., Feb. 19, 2025 (GLOBE NEWSWIRE) — First Capital, Inc. (NASDAQ:FCAP), the holding company for First Harrison Bank, today announced that its annual meeting of stockholders will be held on Wednesday, May 21, 2025.

The Bank currently has eighteen offices in the Indiana communities of Corydon, Edwardsville, Greenville, Floyds Knobs, Palmyra, New Albany, New Salisbury, Jeffersonville, Salem, Lanesville and Charlestown and the Kentucky communities of Shepherdsville, Mt. Washington and Lebanon Junction.

Access to First Harrison Bank accounts, including online banking and electronic bill payments, is available through the Bank’s website at www.firstharrison.com. For more information and financial data about the Company, please visit Investor Relations at the Bank’s aforementioned website. The Bank can also be followed on Facebook.

Contact:
Joshua P. Stevens
Executive Vice President
Chief Financial Officer
First Capital, Inc.
200 Federal Drive, N.W.
Corydon, Indiana 47112
(812) 738-1570

The MIL Network –

February 20, 2025
MIL-OSI: Guggenheim First Quarter 2025 High Yield and Bank Loan Outlook: Reframing Tight Spreads in Leveraged Credit
Source: GlobeNewswire (MIL-OSI)

NEW YORK, Feb. 19, 2025 (GLOBE NEWSWIRE) — Guggenheim Investments, the global asset management and investment advisory business of Guggenheim Partners, today released its first quarter High Yield and Bank Loan Outlook. “Reframing Tight Spreads in Leveraged Credit,” examines the outlook for high yield corporate bonds and leveraged loans in an economic environment that is supportive but marked by policy uncertainty.

Key takeaways:
- The leveraged credit market delivered strong returns in 2024, reflecting a solid economy and robust investor demand for fixed income.
- High yield spreads and leveraged loan discount margins tightened by the end of the year.
- Both fundamental and technical factors are supporting currently tight index spreads. And after adjusting for fundamental factors like leverage and interest coverage, high yield credit spreads appear cheaper compared to historical levels.
- Moreover, the high yield bond market is comprised of higher quality issuers than a decade ago, revealing greater value and presenting carry opportunities.
- Repricing activity should moderate leveraged loan defaults, supporting modestly tighter discount margins.
- We anticipate modest normalization in high yield credit spreads this year, contingent on continued economic growth.
- Solid U.S. growth and moderate inflation should support credit markets in 2025, creating a stable environment for high yield bonds and leveraged loans.
- Historically elevated yield levels are likely to continue to attract investors, maintaining a favorable supply/demand dynamic in credit markets.
For more information, please visit http://www.guggenheiminvestments.com.

About Guggenheim Investments

Guggenheim Investments is the global asset management and investment advisory division of Guggenheim Partners, with more than $243 billion¹ in total assets across fixed income, equity, and alternative strategies. We focus on the return and risk needs of insurance companies, corporate and public pension funds, sovereign wealth funds, endowments and foundations, consultants, wealth managers, and high-net-worth investors. Our 220+ investment professionals perform rigorous research to understand market trends and identify undervalued opportunities in areas that are often complex and underfollowed. This approach to investment management has enabled us to deliver innovative strategies providing diversification opportunities and attractive long-term results.

1. Assets under management are as of 12.31.2024 and include leverage of $14.8bn. Guggenheim Investments represents the following affiliated investment management businesses of Guggenheim Partners, LLC: Guggenheim Partners Investment Management, LLC, Security Investors, LLC, Guggenheim Funds Distributors, LLC, Guggenheim Funds Investment Advisors, LLC, Guggenheim Corporate Funding, LLC, Guggenheim Private Investments, LLC, Guggenheim Wealth Solutions, LLC, Guggenheim Partners Europe Limited, Guggenheim Partners Japan Limited, and GS GAMMA Advisors, LLC.

Investing involves risk, including the possible loss of principal. In general, the value of a fixed-income security falls when interest rates rise and rises when interest rates fall. Longer term bonds are more sensitive to interest rate changes and subject to greater volatility than those with shorter maturities. During periods of declining rates, the interest rates on floating rate securities generally reset downward and their value is unlikely to rise to the same extent as comparable fixed rate securities. High yield and unrated debt securities are at a greater risk of default than investment grade bonds and may be less liquid, which may increase volatility. Investors in asset-backed securities, including mortgage-backed securities and collateralized loan obligations (“CLOs”), generally receive payments that are part interest and part return of principal. These payments may vary based on the rate loans are repaid. Some asset-backed securities may have structures that make their reaction to interest rates and other factors difficult to predict, making their prices volatile and they are subject to liquidity and valuation risk. CLOs bear similar risks to investing in loans directly, such as credit, interest rate, counterparty, prepayment, liquidity, and valuation risks. Loans are often below investment grade, may be unrated, and typically offer a fixed or floating interest rate.

This material is distributed or presented for informational or educational purposes only and should not be considered a recommendation of any particular security, strategy, or investment product, or as investing advice of any kind. This material is not provided in a fiduciary capacity, may not be relied upon for or in connection with the making of investment decisions, and does not constitute a solicitation of an offer to buy or sell securities. The content contained herein is not intended to be and should not be construed as legal or tax advice and/or a legal opinion. Always consult a financial, tax and/or legal professional regarding your specific situation.

This material contains opinions of the author, but not necessarily those of Guggenheim Partners, LLC, or its subsidiaries. The opinions contained herein are subject to change without notice. Forward-looking statements, estimates, and certain information contained herein are based upon proprietary and non-proprietary research and other sources. Information contained herein has been obtained from sources believed to be reliable but are not assured as to accuracy. Past performance is not indicative of future results. There is neither representation nor warranty as to the current accuracy of, nor liability for, decisions based on such information. No part of this material may be reproduced or referred to in any form, without express written permission of Guggenheim Partners, LLC.

Media Contact
Gerard Carney
Guggenheim Partners
310.871.9208
Gerard.Carney@guggenheimpartners.com

The MIL Network –
February 20, 2025
MIL-OSI: LPL Welcomes Prill | Garwood Financial Advisors

Source: GlobeNewswire (MIL-OSI)

SAN DIEGO, Feb. 19, 2025 (GLOBE NEWSWIRE) — LPL Financial LLC (Nasdaq:LPLA) announced today that financial advisors Shane J. Prill, CFP^®, Vance E. Garwood, CFP^®, and Grant Garwood, CFP^®, have joined LPL Financial’s broker-dealer, Registered Investment Advisor (RIA) and custodial platforms. They reported serving approximately $900 million in advisory, brokerage and retirement plan assets* and join LPL from Raymond James.

Based in Wichita, Kan., Prill began his investment career in 1986 after gaining valuable experience as a tax practitioner and community banker. Brothers Vance and Grant Garwood, who grew up on a cattle ranch in Nebraska, joined Prill’s team in 2008 and 2019, respectively, after building their business at previous financial advisory firms. They are joined by four office support members who are a vital part of the success of the practice: Janna McConnaughhay, Deb Kelly, Luke Prill and Taylor Phillips.

“I founded this firm with a mission of treating clients like I would want to be treated,” Prill said. “We invest our clients’ money carefully and intelligently, working with each individual to create truly personalized, comprehensive wealth strategies that run the gamut from basic needs to complex goals. All our recommendations and decisions on behalf of clients are based solely in their best interests.”

They turned to LPL looking for a firm that would help them provide a higher level of value to their clients through more robust investment management and financial planning solutions. With the move to LPL, the team is rebranding from S.J. Prill Financial & Investment Planning, Inc., to Prill | Garwood Financial Advisors.

“Our business has grown substantially over the years, and we believe that affiliating with LPL best positions us to continue providing the high level of service clients have come to expect,” Prill said. “LPL also allows our office to increase efficiencies by taking advantage of new innovative technology capabilities and strategic business resources. By utilizing these tools, we can better steward our time and invest in the relationships with our clients.”

Outside the office, the advisors are committed to giving back to their churches and community. Prill, a member of the Financial Planning Association and American Funds Advisory Council, was on the board of directors of the Pension Fund of the Christian Church (Disciples of Christ) for 10 years, serving as chairman of the Investment Committee for the over $2 billion dollar pension fund. Vance Garwood, a past president of the Financial Planning Association of Kansas, is a member of Wichita Rotary Club and Union Rescue Mission in Wichita and past president of the Wichita Downtown Lions Club. Grant Garwood, also a past president of the Financial Planning Association of Kansas and current member, currently serves on the Wichita Symphony Society Endowment Fund’s Investment Committee.

Scott Posner, LPL Executive Vice President, Business Development, said, “We welcome Shane, Vance and Grant to the LPL community and congratulate them on the launch of Prill | Garwood Financial Advisors. Everything we do at LPL revolves around empowering advisors to run thriving practices and take care of their clients. We look forward to a long-lasting relationship with the entire team at Prill | Garwood.”

Related

Advisors, learn how LPL Financial can help take your business to the next level.

About LPL Financial

LPL Financial Holdings Inc. (Nasdaq: LPLA) is among the fastest growing wealth management firms in the U.S. As a leader in the financial advisor-mediated marketplace, LPL supports nearly 29,000 financial advisors and the wealth management practices of approximately 1,200 financial institutions, servicing and custodying approximately $1.7 trillion in brokerage and advisory assets on behalf of approximately 6 million Americans. The firm provides a wide range of advisor affiliation models, investment solutions, fintech tools and practice management services, ensuring that advisors and institutions have the flexibility to choose the business model, services, and technology resources they need to run thriving businesses. For further information about LPL, please visit www.lpl.com.

Securities and advisory services offered through LPL Financial LLC (“LPL Financial”), a registered investment advisor and broker-dealer, member FINRA/SIPC. Prill | Garwood Financial Advisors and LPL are separate entities.

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

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

*Value approximated based on asset and holding details provided to LPL from end of year, 2024.

Media Contact:
Media.relations@LPLFinancial.com
(704) 996-1840

Tracking #695997

The MIL Network –

February 20, 2025
MIL-OSI: Waldencast Announces Participation in the TD Cowen 2nd Annual Glowing Ahead: Beauty & Wellness Summit

Source: GlobeNewswire (MIL-OSI)

LONDON, Feb. 19, 2025 (GLOBE NEWSWIRE) — Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today announced its participation in the TD Cowen 2^nd Annual Glowing Ahead: Beauty & Wellness Summit being held on February 26, 2025 in New York, New York.

Michel Brousset, Founder and Chief Executive Officer will participate in a fireside chat presentation on Wednesday, February 26, 2025 at 2:45 p.m. Eastern Standard Time and host meetings with investors throughout the day. The fireside chat presentation will be webcast live and available for replay on the Company’s Investor Relations website at https://ir.waldencast.com/news-events/events.

About Waldencast

Founded by Michel Brousset and Hind Sebti, Waldencast’s ambition is to build a global best-in-class beauty and wellness operating platform by developing, acquiring, accelerating, and scaling conscious, high-growth purpose-driven brands. Waldencast’s vision is fundamentally underpinned by its brand-led business model that ensures proximity to its customers, business agility, and market responsiveness, while maintaining each brand’s distinct DNA. The first step in realizing its vision was the business combination with Obagi Skincare and Milk Makeup. As part of the Waldencast platform, its brands will benefit from the operational scale of a multi-brand platform; the expertise in managing global beauty brands at scale; a balanced portfolio to mitigate category fluctuations; asset light efficiency; and the market responsiveness and speed of entrepreneurial indie brands. For more information please visit: https://ir.waldencast.com/.

Contacts

Investors
ICR
Allison Malkin
investors@waldencast.com

Media
ICR
Brittney Fraser/Alecia Pulman
waldencast@icrinc.com

The MIL Network –

February 20, 2025
MIL-OSI: LiveRamp to Present at the Morgan Stanley Technology, Media & Telecom Conference

Source: GlobeNewswire (MIL-OSI)

SAN FRANCISCO, Feb. 19, 2025 (GLOBE NEWSWIRE) — LiveRamp® (NYSE: RAMP), the leading data collaboration platform, today announced that its CEO Scott Howe and CFO Lauren Dillard will present at the Morgan Stanley Technology, Media & Telecom Conference in San Francisco on Wednesday, March 5th at 10:00 a.m. PT / 1:00 p.m. ET.

Links to the live webcast of the presentation and a replay will be available on LiveRamp’s investor relations website.

About LiveRamp

LiveRamp is the data collaboration platform of choice for the world’s most innovative companies. A groundbreaking leader in enterprise identity, LiveRamp offers a connected customer view with clarity and context while protecting brand and consumer trust. We offer flexibility to collaborate wherever data lives to support a wide range of data collaboration use cases—within organizations, between brands, and across our global network of premier partners. Global innovators, from iconic consumer brands and tech platforms to retailers, financial services, and healthcare leaders, turn to LiveRamp to deepen customer engagement and loyalty, activate new partnerships, and maximize the value of their first-party data while staying on the forefront of rapidly evolving compliance and privacy requirements. LiveRamp is based in San Francisco, California with offices worldwide. Learn more at LiveRamp.com.

For more information, contact:

Drew Borst
LiveRamp Investor Relations
Investor.Relations@LiveRamp.com

The MIL Network –

February 20, 2025
MIL-OSI: iBio to Begin Trading on the Nasdaq Stock Exchange

Source: GlobeNewswire (MIL-OSI)

SAN DIEGO, Feb. 19, 2025 (GLOBE NEWSWIRE) — iBio, Inc. (NYSEA:IBIO), an AI-driven innovator of precision antibody therapies, today announced that iBio’s common stock has been approved for listing on the Nasdaq Capital Market and iBio will transfer its stock exchange listing to Nasdaq Capital Market from the NYSE American. The Company expects to begin trading as a Nasdaq-listed company on Mar 4, 2025, and will continue to trade under the symbol “IBIO.” The Company’s common stock will continue to trade on the NYSE American until the market close on Mar 3, 2025.

Martin Brenner, Ph.D., DVM, iBio’s CEO and Chief Scientific Officer, commented, “We are pleased to announce our listing on the Nasdaq Capital Market and to join a community of leading biotech companies. We believe the move to Nasdaq will improve the visibility of our common stock, enhance trading liquidity in our shares, and provide us with greater exposure to institutional investors.”

About iBio, Inc.

iBio (NYSEA: IBIO) is a cutting-edge biotech company leveraging AI and advanced computational biology to develop next-generation biopharmaceuticals for cardiometabolic diseases, obesity, cancer and other hard-to-treat diseases. By combining proprietary 3D modeling with innovative drug discovery platforms, iBio is creating a pipeline of breakthrough antibody treatments to address significant unmet medical needs. Our mission is to transform drug discovery, accelerate development timelines, and unlock new possibilities in precision medicine. For more information, visit www.ibioinc.com or follow us on LinkedIn.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements regarding the transfer to Nasdaq, anticipated date of commencement of trading on the Nasdaq and continuation of trading on the NYSE American and the move to Nasdaq improving the visibility of the Company’s common stock, enhancing trading liquidity in the shares, and providing the Company with greater exposure to institutional investors. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to derive the anticipated benefits from the move to Nasdaq, the Company’s ability to execute its growth strategy and advance its pipeline of therapeutic antibody candidates for cardiometabolic diseases and oncology; the Company’s ability to obtain regulatory approvals for commercialization of its product candidates, or to comply with ongoing regulatory requirements; regulatory limitations relating to the Company’s ability to promote or commercialize its product candidates for specific indications; acceptance of the Company’s product candidates in the marketplace and the successful development, marketing or sale of products; and whether the Company will incur unforeseen expenses or liabilities or other market factors; and the other factors discussed in the Company’s filings with the SEC including the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 and the Company’s subsequent filings with the SEC on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and the Company undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Corporate Contact:
iBio, Inc.
Investor Relations
ir@ibioinc.com

Media Contacts:
Ignacio Guerrero-Ros, Ph.D., or David Schull
Russo Partners, LLC
Ignacio.guerrero-ros@russopartnersllc.com
David.schull@russopartnersllc.com
(858) 717-2310 or (646) 942-5604

The MIL Network –

February 20, 2025
MIL-OSI: Amplify Energy Schedules Fourth Quarter 2024 Earnings Release and Conference Call

Source: GlobeNewswire (MIL-OSI)

HOUSTON, Feb. 19, 2025 (GLOBE NEWSWIRE) — Amplify Energy Corp. (“Amplify” or the “Company”) (NYSE: AMPY) announced today that it will report fourth quarter 2024 financial and operating results after the U.S. financial markets close on March 5, 2025. Management will host a conference call at 10:00 a.m. CT on March 6, 2025, to discuss the Company’s results. Interested parties are invited to participate in the conference call by dialing (888) 999-5318 (Conference ID: AEC4Q24) at least 15 minutes prior to the start of the call. A telephonic replay will be available for fourteen days following the call by dialing (800) 654-1563 and providing the Access Code: 71724906. A transcript and a recorded replay of the call will also be available on our website after the call.

About Amplify Energy

Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Amplify’s operations are focused in Oklahoma, the Rockies (Bairoil), federal waters offshore Southern California (Beta), East Texas / North Louisiana, and the Eagle Ford (Non-op). For more information, visit www.amplifyenergy.com.

Investor Relations Contacts

Jim Frew — SVP & Chief Financial Officer
(832) 219-9044
jim.frew@amplifyenergy.com

Michael Jordan — Director, Finance and Treasurer
(832) 219-9051
michael.jordan@amplifyenergy.com

The MIL Network –

February 20, 2025

MIL-OSI: Trupanion Reports Fourth Quarter & Full Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

SEATTLE, Feb. 19, 2025 (GLOBE NEWSWIRE) — Trupanion, Inc. (Nasdaq: TRUP), a leading provider of medical insurance for cats and dogs, today announced financial results for the fourth quarter and full year ended December 31, 2024.

“2024 was a milestone year for Trupanion. Strong execution drove 20% subscription revenue growth, the doubling of our subscription margin in Q4 from its quarterly low in 2023, and a record $39 million in free cash flow,” said Margi Tooth, Chief Executive Officer and President of Trupanion. “As we look to 2025, our focus remains on sustainable, measured growth while enhancing the member experience and improving retention.”

Fourth Quarter 2024 Financial and Business Highlights

Total revenue was $337.3 million, an increase of 14% compared to the fourth quarter of 2023.
Total enrolled pets (including pets from our other business segment) was 1,677,570 at December 31, 2024, a decrease of 2% over December 31, 2023.
Subscription business revenue was $227.8 million, an increase of 19% compared to the fourth quarter of 2023.
Subscription enrolled pets was 1,041,212 at December 31, 2024, an increase of 5% over December 31, 2023.
Net income was $1.7 million, or $0.04 per basic and diluted share, compared to a net loss of $(2.2) million, or $(0.05) per basic and diluted share, in the fourth quarter of 2023.
Adjusted EBITDA was $19.4 million, compared to adjusted EBITDA of $8.5 million in the fourth quarter of 2023.
Operating cash flow was $23.7 million and free cash flow was $21.8 million in the fourth quarter of 2024. This compared to operating cash flow of $17.5 million and free cash flow of $13.5 million in the fourth quarter of 2023.

Full Year 2024 Financial and Business Highlights

Total revenue was $1,286 million, an increase of 16% compared to 2023.
Subscription business revenue was $856.5 million, an increase of 20% compared to 2023.
Net loss was $(9.6) million, or $(0.23) per basic and diluted share, compared to a net loss of $(44.7) million, or $(1.08) per basic and diluted share, in 2023.
Adjusted EBITDA was $46.1 million, compared to adjusted EBITDA of $6.4 million in 2023.
Operating cash flow was $48.3 million and free cash flow was $38.6 million in 2024. This compared to operating cash flow of $18.6 million and free cash flow of $0.4 million in 2023.
At December 31, 2024, the Company held $307.4 million in cash and short-term investments, including $35.4 million held outside the insurance entities, with an additional $15 million available under its credit facility.
The Company maintained $288.0 million of capital surplus at its insurance subsidiaries. The largest insurance subsidiary, APIC, maintained $245.5 million of capital surplus, which was $140.2 million more than the company action level risk-based capital requirement.

Conference Call
Trupanion’s management will host a conference call today to review its fourth quarter and full year 2024 results. The call is scheduled to begin shortly after 1:30 p.m. PT/ 4:30 p.m. ET. A live webcast will be accessible through the Investor Relations section of Trupanion’s website at https://investors.trupanion.com/ and will be archived online for 3 months upon completion of the conference call. Participants can access the conference call by dialing 1-877-300-8521 (United States) or 1-412-317-6026 (International). A telephonic replay of the call will also be available after the completion of the call, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (International) and entering the replay pin number: 10194900.

About Trupanion
Trupanion is a leader in medical insurance for cats and dogs throughout the United States, Canada, certain countries in Continental Europe, and Australia with over 1,000,000 pets currently enrolled. For over two decades, Trupanion has given pet owners peace of mind so they can focus on their pet’s recovery, not financial stress. Trupanion is committed to providing pet parents with the highest value in pet medical insurance with unlimited payouts for the life of their pets. With its patented process, Trupanion is the only North American provider with the technology to pay veterinarians directly in seconds at the time of checkout. Trupanion is listed on NASDAQ under the symbol “TRUP”. The company was founded in 2000 and is headquartered in Seattle, WA. Trupanion policies are issued, in the United States, by its wholly-owned insurance entity American Pet Insurance Company and, in Canada, by Accelerant Insurance Company of Canada. Trupanion Australia is a partnership between Trupanion and Hollard Insurance Company. Policies are sold and administered in Canada by Canada Pet Health Insurance Services, Inc. dba Trupanion 309-1277 Lynn Valley Road, North Vancouver, BC V7J 0A2 and in the United States by Trupanion Managers USA, Inc. (CA license No. 0G22803, NPN 9588590). Canada Pet Health Insurance Services, Inc. is a registered damage insurance agency and claims adjuster in Quebec #603927. Trupanion Australia is a partnership between Trupanion and Hollard Insurance Company. For more information, please visit trupanion.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to, among other things, expectations, plans, prospects and financial results for Trupanion, including, but not limited to, its expectations regarding its ability to continue to grow its enrollments and revenue, and otherwise execute its business plan. These forward-looking statements are based upon the current expectations and beliefs of Trupanion’s management as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements made in this press release are based on information available to Trupanion as of the date hereof, and Trupanion has no obligation to update these forward-looking statements.

In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: the ability to achieve or maintain profitability and/or appropriate levels of cash flow in future periods; the ability to keep growing our membership base and revenue; the accuracy of assumptions used in determining appropriate member acquisition expenditures; the severity and frequency of claims; the ability to maintain high retention rates; the accuracy of assumptions used in pricing medical plan subscriptions and the ability to accurately estimate the impact of new products or offerings on claims frequency; actual claims expense exceeding estimates; regulatory and other constraints on the ability to institute, or the decision to otherwise delay, pricing modifications in response to changes in actual or estimated claims expense; the effectiveness and statutory or regulatory compliance of our Territory Partner model and of our Territory Partners, veterinarians and other third parties in recommending medical plan subscriptions to potential members; the ability to retain existing Territory Partners and increase the number of Territory Partners and active hospitals; compliance by us and those referring us members with laws and regulations that apply to our business, including the sale of a pet medical plan; the ability to maintain the security of our data; fluctuations in the Canadian currency exchange rate; the ability to protect our proprietary and member information; the ability to maintain our culture and team; the ability to maintain the requisite amount of risk-based capital; our ability to implement and maintain effective controls, including to remediate material weaknesses in internal controls over financial reporting; the ability to protect and enforce Trupanion’s intellectual property rights; the ability to successfully implement our alliance with Aflac; the ability to continue key contractual relationships with third parties; third-party claims including litigation and regulatory actions; the ability to recognize benefits from investments in new solutions and enhancements to Trupanion’s technology platform and website; our ability to retain key personnel; and deliberations and determinations by the Trupanion board based on the future performance of the company or otherwise.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the Securities and Exchange Commission (SEC), including but not limited to, Trupanion’s Annual Report on Form 10-K for the year ended December 31, 2024 and any subsequently filed reports on Forms 10-Q, 10-K and 8-K. All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system at https://www.sec.gov or the Investor Relations section of Trupanion’s website at https://investors.trupanion.com.

Non-GAAP Financial Measures
Trupanion’s stated results may include certain non-GAAP financial measures. These non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in its industry as other companies in its industry may calculate or use non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on Trupanion’s reported financial results. The presentation and utilization of non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Trupanion urges its investors to review the reconciliation of its non-GAAP financial measures to the most directly comparable GAAP financial measures in its consolidated financial statements, and not to rely on any single financial or operating measure to evaluate its business. These reconciliations are included below and on Trupanion’s Investor Relations website.

Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expenses, Trupanion believes that providing various non-GAAP financial measures that exclude stock-based compensation expense and depreciation and amortization expense allows for more meaningful comparisons between its operating results from period to period. Trupanion offsets new pet acquisition expense with sign-up fee revenue in the calculation of net acquisition cost because it collects sign-up fee revenue from new members at the time of enrollment and considers it to be an offset to a portion of Trupanion’s new pet acquisition expense. Trupanion believes this allows it to calculate and present financial measures in a consistent manner across periods. Trupanion’s management believes that the non-GAAP financial measures and the related financial measures derived from them are important tools for financial and operational decision-making and for evaluating operating results over different periods of time.


Trupanion, Inc. Condensed Consolidated Statements of Operations (in thousands, except share data)
	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
	(unaudited)
Revenue:
Subscription business	$	227,783		$	191,537		$	856,521		$	712,906
Other business		109,524			104,320			429,163			395,699
Total revenue		337,307			295,857			1,285,684			1,108,605
Cost of revenue:
Subscription business		181,614			158,631			706,851			613,686
Other business		102,770			97,162			400,035			363,903
Total cost of revenue^{(1), (2)}		284,384			255,793			1,106,886			977,589
Operating expenses:
Technology and development⁽¹⁾		8,172			5,969			31,255			21,403
General and administrative⁽¹⁾		16,828			13,390			63,731			60,207
New pet acquisition expense⁽¹⁾		18,354			17,189			71,379			77,372
Goodwill impairment charges		5,299			—			5,299			—
Depreciation and amortization		3,924			3,029			16,466			12,474
Total operating expenses		52,577			39,577			188,130			171,456
Gain (loss) from investment in joint venture		2			(79	)		(182	)		(219	)
Operating income (loss)		348			408			(9,514	)		(40,659	)
Interest expense		3,427			3,697			14,498			12,077
Other expense (income), net		(4,773	)		(1,256	)		(14,374	)		(7,701	)
Income (loss) before income taxes		1,694			(2,033	)		(9,638	)		(45,035	)
Income tax expense (benefit)		38			130			(5	)		(342	)
Net income (loss)	$	1,656		$	(2,163	)	$	(9,633	)	$	(44,693	)

Net income (loss) per share:
Basic	$	0.04		$	(0.05	)	$	(0.23	)	$	(1.08	)
Diluted	$	0.04		$	(0.05	)	$	(0.23	)	$	(1.08	)
Weighted average shares of common stock outstanding:
Basic		42,402,323			41,716,527			42,158,773			41,436,882
Diluted		42,903,536			41,716,527			42,158,773			41,436,882

⁽¹⁾Includes stock-based compensation expense as follows:	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Cost of revenue	$	1,337		$	1,478		$	5,523		$	5,279
Technology and development		1,160			861			4,934			2,846
General and administrative		4,261			3,269			15,696			17,717
New pet acquisition expense		1,536			1,693			7,279			7,319
Total stock-based compensation expense	$	8,294		$	7,301		$	33,432		$	33,161

⁽²⁾The breakout of cost of revenue between veterinary invoice expense and other cost of revenue is as follows:
	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Veterinary invoice expense	$	245,663		$	217,739		$	949,148		$	831,055
Other cost of revenue		38,721			38,054			157,738			146,534
Total cost of revenue	$	284,384		$	255,793		$	1,106,886		$	977,589


Trupanion, Inc. Condensed Consolidated Balance Sheets (in thousands, except share data)
	December 31, 2024			December 31, 2023

Assets
Current assets:
Cash and cash equivalents	$	160,295		$	147,501
Short-term investments		147,089			129,667
Accounts and other receivables, net of allowance for credit losses of $1,117 at December 31, 2024 and $1,085 at December 31, 2023		274,031			267,899
Prepaid expenses and other assets		15,912			17,022
Total current assets		597,327			562,089
Restricted cash		39,235			22,963
Long-term investments		373			12,866
Property, equipment and internal-use software, net		102,191			103,650
Intangible assets, net		13,177			18,745
Other long-term assets		17,579			18,922
Goodwill		36,971			43,713
Total assets	$	806,853		$	782,948
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	11,532		$	10,505
Accrued liabilities and other current liabilities		33,469			34,052
Reserve for veterinary invoices		51,635			63,238
Deferred revenue		251,640			235,329
Long-term debt – current portion		1,350			1,350
Total current liabilities		349,626			344,474
Long-term debt		127,537			127,580
Deferred tax liabilities		1,946			2,685
Other liabilities		4,476			4,487
Total liabilities		483,585			479,226
Stockholders’ equity:
Common stock: $0.00001 par value per share, 100,000,000 shares authorized; 43,516,631 and 42,488,445 shares issued and outstanding at December 31, 2024 and 42,887,052 and 41,858,866 shares issued and outstanding at December 31, 2023		—			—
Preferred stock: $0.00001 par value per share, 10,000,000 shares authorized; no shares issued and outstanding		—			—
Additional paid-in capital		568,302			536,108
Accumulated other comprehensive income (loss)		(2,612	)		403
Accumulated deficit		(225,888	)		(216,255	)
Treasury stock, at cost: 1,028,186 shares at December 31, 2024 and December 31, 2023		(16,534	)		(16,534	)
Total stockholders’ equity		323,268			303,722
Total liabilities and stockholders’ equity	$	806,853		$	782,948


Trupanion, Inc. Condensed Consolidated Statements of Cash Flows (in thousands)
	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
	(unaudited)
Operating activities
Net income (loss)	$	1,656		$	(2,163	)	$	(9,633	)	$	(44,693	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization		3,924			3,029			16,466			12,474
Stock-based compensation expense		8,294			7,301			33,432			33,161
Goodwill impairment charges		5,299			—			5,299			—
Other, net		(1,294	)		2,481			(1,748	)		1,347
Changes in operating assets and liabilities:
Accounts and other receivables		15,303			10,153			(6,717	)		(35,440	)
Prepaid expenses and other assets		817			854			3,215			(1,907	)
Accounts payable, accrued liabilities, and other liabilities		2,433			5,476			2,084			1,644
Reserve for veterinary invoices		(4,841	)		1,788			(11,310	)		19,485
Deferred revenue		(7,890	)		(11,412	)		17,199			32,567
Net cash provided by (used in) operating activities		23,701			17,507			48,287			18,638
Investing activities
Purchases of investment securities		(26,118	)		(56,547	)		(133,493	)		(165,936	)
Maturities and sales of investment securities		45,886			42,905			127,653			190,270
Purchases of property, equipment, and internal-use software		(1,858	)		(3,970	)		(9,716	)		(18,280	)
Other		548			165			2,099			1,585
Net cash provided by (used in) investing activities		18,458			(17,447	)		(13,457	)		7,639
Financing activities
Proceeds from debt financing, net of financing fees		—			—			—			60,102
Repayments of debt financing		(338	)		(337	)		(1,350	)		(1,717	)
Proceeds from exercise of stock options		36			1,374			752			2,655
Shares withheld to satisfy tax withholding		(1,142	)		(240	)		(2,519	)		(1,536	)
Other		(230	)		(228	)		(840	)		(378	)
Net cash provided by (used in) financing activities		(1,674	)		569			(3,957	)		59,126
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash, net		(1,826	)		1,254			(1,807	)		424
Net change in cash, cash equivalents, and restricted cash		38,659			1,883			29,066			85,827
Cash, cash equivalents, and restricted cash at beginning of period		160,871			168,581			170,464			84,637
Cash, cash equivalents, and restricted cash at end of period	$	199,530		$	170,464		$	199,530		$	170,464


The following tables set forth our key operating metrics.

	Year Ended December 31,
		2024			2023
Total Business:
Total pets enrolled (at period end)		1,677,570			1,714,473
Subscription Business:
Total subscription pets enrolled (at period end)		1,041,212			991,426
Monthly average revenue per pet	$	72.98		$	65.26
Average pet acquisition cost (PAC)	$	235		$	228
Average monthly retention		98.25	%		98.49	%


	Three Months Ended
	Dec. 31, 2024			Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			Jun. 30, 2023			Mar. 31, 2023
Total Business:
Total pets enrolled (at period end)		1,677,570			1,688,903			1,699,643			1,708,017			1,714,473			1,712,177			1,679,659			1,616,865
Subscription Business:
Total subscription pets enrolled (at period end)		1,041,212			1,032,042			1,020,934			1,006,168			991,426			969,322			943,958			906,369
Monthly average revenue per pet	$	76.02		$	74.27		$	71.72		$	69.79		$	67.07		$	65.82		$	64.41		$	63.58
Average pet acquisition cost (PAC)	$	261		$	243		$	231		$	207		$	217		$	212		$	236		$	247
Average monthly retention		98.25	%		98.29	%		98.34	%		98.41	%		98.49	%		98.55	%		98.61	%		98.65	%


The following table reflects the reconciliation of cash provided by operating activities to free cash flow (in thousands):

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Net cash provided by operating activities	$	23,701		$	17,507		$	48,287		$	18,638
Purchases of property, equipment, and internal-use software		(1,858	)		(3,970	)		(9,716	)		(18,280	)
Free cash flow	$	21,843		$	13,537		$	38,571		$	358


The following table reflects the reconciliation between GAAP and non-GAAP measures (in thousands except percentages):
	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Veterinary invoice expense	$	245,663		$	217,739		$	949,148		$	831,055
Less:
Stock-based compensation expense⁽¹⁾		(800	)		(885	)		(3,335	)		(3,450	)
Other business cost of paying veterinary invoices⁽⁴⁾		(85,378	)		(77,572	)		(324,720	)		(287,858	)
Subscription cost of paying veterinary invoices (non-GAAP)	$	159,485		$	139,282		$	621,093		$	539,747
% of subscription revenue		70.0	%		72.7	%		72.5	%		75.7	%

Other cost of revenue	$	38,721		$	38,054		$	157,738		$	146,534
Less:
Stock-based compensation expense⁽¹⁾		(476	)		(386	)		(1,955	)		(1,544	)
Other business variable expenses⁽⁴⁾		(17,336	)		(19,301	)		(75,050	)		(75,756	)
Subscription variable expenses (non-GAAP)	$	20,909		$	18,367		$	80,733		$	69,234
% of subscription revenue		9.2	%		9.6	%		9.4	%		9.7	%

Technology and development expense	$	8,172		$	5,969		$	31,255		$	21,403
General and administrative expense		16,828			13,390			63,731			60,207
Less:
Stock-based compensation expense⁽¹⁾		(5,277	)		(3,797	)		(19,742	)		(19,869	)
Non-recurring transaction or restructuring expenses⁽²⁾		—			—			—			(4,175	)
Development expenses⁽³⁾		(1,322	)		(1,683	)		(5,624	)		(5,100	)
Fixed expenses (non-GAAP)	$	18,401		$	13,879		$	69,620		$	52,466
% of total revenue		5.5	%		4.7	%		5.4	%		4.7	%

New pet acquisition expense	$	18,354		$	17,189		$	71,379		$	77,372
Less:
Stock-based compensation expense⁽¹⁾		(1,482	)		(1,567	)		(6,908	)		(7,000	)
Other business pet acquisition expense⁽⁴⁾		(8	)		(77	)		(39	)		(200	)
Subscription acquisition cost (non-GAAP)	$	16,864		$	15,545		$	64,432		$	70,172
% of subscription revenue		7.4	%		8.1	%		7.5	%		9.8	%

⁽¹⁾ Trupanion employees may elect to take restricted stock units in lieu of cash payment for their bonuses. We account for such expense as stock-based compensation according to GAAP, but we do not include it in any non-GAAP adjustments. Stock-based compensation associated with bonuses was approximately $0.3 million and $1.5 million for the three and twelve months ended December 31, 2024, respectively. ⁽²⁾ Consists of business acquisition transaction expenses, severance and legal costs due to certain executive departures, and a $3.8 million non-recurring settlement of accounts receivable in the first quarter of 2023 related to uncollected premiums in connection with the transition of underwriting a third-party business to other insurers. ⁽³⁾ Consists of costs related to product exploration and development that are pre-revenue and historically have been insignificant. ⁽⁴⁾ Excludes the portion of stock-based compensation expense attributable to the other business segment.


The following table reflects the reconciliation of GAAP measures to non-GAAP measures (in thousands, except percentages):
	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Operating income (loss)	$	348		$	408		$	(9,514	)	$	(40,659	)
Non-GAAP expense adjustments
Acquisition cost		16,872			15,622			64,471			70,372
Stock-based compensation expense⁽¹⁾		8,035			6,636			31,940			31,864
Development expenses⁽³⁾		1,322			1,683			5,624			5,100
Depreciation and amortization		3,924			3,029			16,466			12,474
Goodwill impairment charges		5,299			—			5,299			—
Non-recurring transaction or restructuring expenses⁽²⁾		—			—			—			4,175
Gain (loss) from investment in joint venture		2			(79	)		(182	)		(219	)
Total adjusted operating income (non-GAAP)	$	35,798		$	27,457		$	114,468		$	83,545

Subscription Business:
Subscription operating income (loss)	$	2,995		$	1,300		$	(1,118	)	$	(35,994	)
Non-GAAP expense adjustments
Acquisition cost		16,864			15,545			64,432			70,172
Stock-based compensation expense⁽¹⁾		6,263			5,006			24,985			24,488
Development expenses⁽³⁾		893			1,090			3,745			3,281
Depreciation and amortization		2,650			1,961			10,970			8,021
Goodwill impairment charges		5,299			—			5,299			—
Non-recurring transaction or restructuring expenses⁽²⁾		—			—			—			218
Subscription adjusted operating income (non-GAAP)	$	34,964		$	24,902		$	108,313		$	70,186

Other Business:
Other business operating income (loss)	$	(2,649	)	$	(813	)	$	(8,214	)	$	(4,446	)
Non-GAAP expense adjustments
Acquisition cost		8			77			39			200
Stock-based compensation expense⁽¹⁾		1,772			1,630			6,955			7,376
Development expenses⁽³⁾		429			593			1,879			1,819
Depreciation and amortization		1,274			1,068			5,496			4,453
Non-recurring transaction or restructuring expenses⁽²⁾		—			—			—			3,957
Other business adjusted operating income (non-GAAP)	$	834		$	2,555		$	6,155		$	13,359

⁽¹⁾ Trupanion employees may elect to take restricted stock units in lieu of cash payment for their bonuses. We account for such expense as stock-based compensation in accordance with GAAP, but we do not include it in any non-GAAP adjustments. Stock-based compensation associated with bonuses was approximately $0.3 million and $1.5 million for the three and twelve months ended December 31, 2024, respectively.
⁽²⁾ Consists of business acquisition transaction expenses, severance and legal costs due to certain executive departures, and a $3.8 million non-recurring settlement of accounts receivable in the first quarter of 2023 related to uncollected premiums in connection with the transition of underwriting a third-party business to other insurers.
⁽³⁾ Consists of costs related to product exploration and development that are pre-revenue and historically have been insignificant.


The following table reflects the reconciliation of GAAP measures to non-GAAP measures (in thousands, except percentages):
	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Subscription revenue	$	227,783		$	191,537		$	856,521		$	712,906
Subscription cost of paying veterinary invoices		159,485			139,281			621,093			539,746
Subscription variable expenses		20,909			18,367			80,733			69,234
Subscription fixed expenses*		12,425			8,987			46,382			33,740
Subscription adjusted operating income (non-GAAP)	$	34,964		$	24,902		$	108,313		$	70,186
Other business revenue		109,524			104,320			429,163			395,699
Other business cost of paying veterinary invoices		85,378			77,572			324,720			287,858
Other business variable expenses		17,336			19,301			75,050			75,756
Other business fixed expenses*		5,976			4,892			23,238			18,726
Other business adjusted operating income (non-GAAP)	$	834		$	2,555		$	6,155		$	13,359
Revenue		337,307			295,857			1,285,684			1,108,605
Cost of paying veterinary invoices		244,863			216,854			945,813			827,605
Variable expenses		38,245			37,668			155,783			144,990
Fixed expenses*		18,401			13,879			69,620			52,466
Total business adjusted operating income (non-GAAP)	$	35,798		$	27,457		$	114,468		$	83,545

As a percentage of revenue:	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Subscription revenue		100.0	%		100.0	%		100.0	%		100.0	%
Subscription cost of paying veterinary invoices		70.0	%		72.7	%		72.5	%		75.7	%
Subscription variable expenses		9.2	%		9.6	%		9.4	%		9.7	%
Subscription fixed expenses*		5.5	%		4.7	%		5.4	%		4.7	%
Subscription adjusted operating income (non-GAAP)		15.3	%		13.0	%		12.6	%		9.8	%

Other business revenue		100.0	%		100.0	%		100.0	%		100.0	%
Other business cost of paying veterinary invoices		78.0	%		74.4	%		75.7	%		72.7	%
Other business variable expenses		15.8	%		18.5	%		17.5	%		19.1	%
Other business fixed expenses*		5.5	%		4.7	%		5.4	%		4.7	%
Other business adjusted operating income (non-GAAP)		0.8	%		2.4	%		1.4	%		3.4	%

Revenue		100.0	%		100.0	%		100.0	%		100.0	%
Cost of paying veterinary invoices		72.6	%		73.3	%		73.6	%		74.7	%
Variable expenses		11.3	%		12.7	%		12.1	%		13.1	%
Fixed expenses*		5.5	%		4.7	%		5.4	%		4.7	%
Total business adjusted operating income (non-GAAP)		10.6	%		9.3	%		8.9	%		7.5	%

*Fixed expenses represent shared services that support both our subscription and other business segments and, as such, are generally allocated to each segment pro-rata based on revenues.

Adjusted operating income is a non-GAAP financial measure that adjusts operating income (loss) to remove the effect of acquisition cost, development expenses, non-recurring transaction or restructuring expenses, and gain (loss) from investment in joint venture. Non-cash items, such as goodwill impairment charges, stock-based compensation expense and depreciation and amortization, are also excluded. Acquisition cost, development expenses, gain (loss) from investment in joint venture, stock-based compensation expense, and depreciation and amortization are expected to remain recurring expenses for the foreseeable future, but are excluded from this metric to measure scale in other areas of the business. Management believes acquisition costs primarily represent the cost to acquire new subscribers and are driven by the amount of growth we choose to pursue based primarily on the amount of our adjusted operating income period over period. Accordingly, this measure is not indicative of our core operating income performance. We also exclude development expenses, gain (loss) from investment in joint venture, stock-based compensation expense, and depreciation and amortization because some investors may not view those items as reflective of our core operating income performance.

Management uses adjusted operating income and the margin on adjusted operating income to understand the effects of scale in its non-acquisition cost and development expenses and to plan future advertising expenditures, which are designed to acquire new pets. Management uses this measure as a principal way of understanding the operating performance of its business exclusive of acquisition cost and new product exploration and development initiatives. Management believes disclosure of this metric provides investors with the same data that the Company employs in assessing its overall operations and that disclosure of this measure may provide useful information regarding the efficiency of our utilization of revenues, return on advertising dollars in the form of new subscribers and future use of available cash to support the continued growth of our business.


The following tables reflect the reconciliation of adjusted EBITDA to net income (loss) (in thousands):

	Year Ended December 31,
		2024			2023
Net loss	$	(9,633	)	$	(44,693	)
Excluding:
Stock-based compensation expense		31,942			31,864
Depreciation and amortization expense		16,466			12,474
Interest income		(12,411	)		(9,011	)
Interest expense		14,498			12,077
Income tax benefit		(5	)		(342	)
Goodwill impairment charges		5,299			—
Non-recurring transaction or restructuring expenses		—			4,175
Gain from equity method investment		(33	)		(110	)
Adjusted EBITDA	$	46,123		$	6,434

	Three Months Ended
	Dec. 31, 2024			Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			Jun. 30, 2023			Mar. 31, 2023
Net income (loss)	$	1,656		$	1,425		$	(5,862	)	$	(6,852	)	$	(2,163	)	$	(4,036	)	$	(13,714	)	$	(24,780	)
Excluding:
Stock-based compensation expense		8,036			8,127			8,381			7,398			6,636			6,585			6,503			12,140
Depreciation and amortization expense		3,924			4,381			4,376			3,785			3,029			2,990			3,253			3,202
Interest income		(2,999	)		(3,232	)		(3,135	)		(3,045	)		(2,842	)		(2,389	)		(2,051	)		(1,729	)
Interest expense		3,427			3,820			3,655			3,596			3,697			3,053			2,940			2,387
Income tax expense (benefit)		38			39			(44	)		(38	)		130			(43	)		(238	)		(191	)
Goodwill impairment charges		5,299			—			—			—			—			—			—			—
Non-recurring transaction or restructuring expenses		—			—			—			—			—			8			65			4,102
Gain from equity method investment		—			(33	)		—			—			—			(110	)		—			—
Adjusted EBITDA	$	19,381		$	14,527		$	7,371		$	4,844		$	8,487		$	6,058		$	(3,242	)	$	(4,869	)

Contacts:

Investors:
Laura Bainbridge, Senior Vice President, Corporate Communications
Gil Melchior, Director, Investor Relations
Investor.Relations@trupanion.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/1313fc50-df34-432e-8f6b-7dd236de3476

PDF available: http://ml.globenewswire.com/Resource/Download/361c6270-7516-4b4f-a8b7-51c217d753c3

The MIL Network –

February 20, 2025

MIL-OSI: Remitly Reports Fourth Quarter and Full Year 2024 Results Above Outlook

Source: GlobeNewswire (MIL-OSI)

Fourth quarter active customers up 32% and revenue up 33% year over year
Fourth quarter net loss was $5.7 million and Adjusted EBITDA was $43.7 million

SEATTLE, Feb. 19, 2025 (GLOBE NEWSWIRE) — Remitly Global, Inc. (NASDAQ: RELY), a trusted provider of digital financial services that transcend borders, reported results for the fourth quarter and full year ended December 31, 2024.

“We delivered an exceptional fourth quarter and full year, exceeding expectations, as our product strength and customer loyalty drove durable growth and improving profitability,” said Matt Oppenheimer, co-founder and Chief Executive Officer, Remitly. “Our product experience continues to resonate with customers as we deliver simplicity, convenience, and trust. As we look ahead to 2025 and beyond, I am excited about the growth opportunities and innovation that will enable us to deliver on our vision.”

Fourth Quarter 2024 Highlights and Key Operating Data
(All comparisons relative to the fourth quarter of 2023)

Active customers increased to 7.8 million, from 5.9 million, up 32%.
Send volume increased to $15.4 billion, from $11.1 billion, up 39%.
Revenue totaled $351.9 million, compared to $264.8 million, up 33%.
Net loss was $5.7 million, compared to a net loss of $35.0 million.
Adjusted EBITDA was $43.7 million, compared to $8.2 million, up 434%.

Full Year 2024 Highlights and Key Operating Data:
(All comparisons relative to the full year 2023)

Send volume increased to $54.6 billion, from $39.5 billion, up 38%.
Revenue totaled $1,264.0 million, compared to $944.3 million, up 34%.
Net loss was $37.0 million, compared to a net loss of $117.8 million.
Adjusted EBITDA was $134.8 million, compared to $44.5 million, up 203%.

2025 Financial Outlook
For fiscal year 2025, Remitly currently expects:

Total revenue in the range of $1.565 billion to $1.580 billion, representing a growth rate of 24% to 25% year over year.
GAAP net income to be positive for 2025 and for Adjusted EBITDA to be in the range of $180 million to $200 million.

For the first quarter of 2025, Remitly currently expects:

Total revenue in the range of $345 million to $348 million, representing a growth rate of 28% to 29% year over year.
A GAAP net loss position for the first quarter of 2025 and for Adjusted EBITDA to be in the range of $36 million to $40 million.

Reconciliation of GAAP to Non-GAAP Financial Measures
A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this earnings release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.” We have not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted GAAP net income (loss) or to forecasted GAAP income (loss) before income taxes within this earnings release because we cannot, without unreasonable effort, calculate certain reconciling items with confidence due to the variability, complexity, and limited visibility of the adjusting items that would be excluded from forecasted Adjusted EBITDA. These items include, but are not limited to, income taxes and stock-based compensation expense, which are directly impacted by unpredictable fluctuations in the market price of our common stock. The variability of these items could have a significant impact on our future GAAP financial results.

Note: All percentage changes described within this press release are calculated using amounts in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”), for which revenue and active customers are presented in thousands and send volume is presented in millions. Rounding differences may occur when individually calculating percentages or totals from rounded amounts included within the press release body as compared to the amounts included within the Company’s SEC filings.

Webcast Information
Remitly will host a webcast at 5:00 p.m. Eastern time on Wednesday, February 19, 2025 to discuss its fourth quarter and full year 2024 financial results. The live webcast and investor presentation will be accessible on Remitly’s website at https://ir.remitly.com. A webcast replay will be available on our website at https://ir.remitly.com following the live event.

We have used, and intend to continue to use, the Investor Relations section of our website at https://ir.remitly.com as a means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.

Non-GAAP Financial Measures
Some of the financial information and data contained in this earnings release, such as Adjusted EBITDA and non-GAAP operating expenses, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). We regularly review our key business metrics and non-GAAP financial measures to evaluate our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions. We believe that these key business metrics and non-GAAP financial measures provide meaningful supplemental information for management and investors in assessing our historical and future operating performance. Adjusted EBITDA and non-GAAP operating expenses are key output measures used by our management to evaluate our operating performance, inform future operating plans, and make strategic long-term decisions, including those relating to operating expenses and the allocation of internal resources. Remitly believes that the use of Adjusted EBITDA and non-GAAP operating expenses provides additional tools to assess operational performance and trends in, and in comparing Remitly’s financial measures with, other similar companies, many of which present similar non-GAAP financial measures to investors. Remitly’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial measures determined in accordance with GAAP. Because of the limitations of non-GAAP financial measures, you should consider the non-GAAP financial measures presented herein in conjunction with Remitly’s financial statements and the related notes thereto. Please refer to the non-GAAP reconciliations in this press release for a reconciliation of these non-GAAP financial measures to the most comparable financial measure prepared in accordance with GAAP.

We calculate Adjusted EBITDA as net loss adjusted by (i) interest (income) expense, net, (ii) provision for income taxes, (iii) noncash charges of depreciation and amortization, (iv) gains and losses from the remeasurement of foreign currency assets and liabilities into their functional currency, (v) noncash charges associated with our donation of common stock in connection with our Pledge 1% commitment, (vi) noncash stock-based compensation expense, net, and (vii) certain acquisition, integration, restructuring, and other costs. We calculate non-GAAP operating expenses as our GAAP operating expenses adjusted by (i) noncash stock-based compensation expense, net, (ii) noncash charges associated with our donation of common stock in connection with our Pledge 1% commitment, as well as (iii) certain acquisition, integration, restructuring, and other costs.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding our future results of operations and financial position, including our fiscal year and first quarter 2025 financial outlook, including forecasted fiscal year and first quarter 2025 revenue, net income (loss), and Adjusted EBITDA, anticipated future expenses and investments, expectations relating to certain of our key financial and operating metrics, our business strategy and plans, our growth, our position and potential opportunities, and our objectives for future operations. The words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions, and projections based on information available at the time the statements were made. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including risks and uncertainties related to our expectations regarding our revenue, expenses, and other operating results; our ability to acquire new customers and successfully retain existing customers; our ability to develop new products and services in a timely manner; our ability to achieve or sustain our profitability; our ability to maintain and expand our strategic relationships with third parties; our business plan and our ability to effectively manage our growth; anticipated trends, growth rates, and challenges in our business and in the market segments in which we operate; our ability to attract and retain qualified employees; uncertainties regarding the impact of geopolitical and macroeconomic conditions, including currency fluctuations, inflation, regulatory changes (including as may be related to immigration, fiscal policy, foreign trade, or foreign investment), or regional and global conflicts or related government sanctions; our ability to maintain the security and availability of our solutions; our ability to maintain our money transmission licenses and other regulatory clearances; our ability to maintain and expand international operations; and our expectations regarding anticipated technology needs and developments and our ability to address those needs and developments with our solutions. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, our actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Further information on risks that could cause actual results to differ materially from forecasted results is included in our annual report on Form 10-K for the year ended December 31, 2024 to be filed with the SEC, and within our annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC, which are or will be available on our website at https://ir.remitly.com and on the SEC’s website at www.sec.gov. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

About Remitly
Remitly is a trusted provider of digital financial services that transcend borders. With a global footprint spanning more than 170 countries, Remitly’s digitally native, cross-border payments app delights customers with a fast, reliable, and transparent money movement experience. Building on its strong foundation, Remitly is expanding its suite of products to further its vision and transform lives around the world.

Contacts

Media:
Kendall Sadler
kendall@remitly.com

Investor Relations:
Stephen Shulstein
stephens@remitly.com

REMITLY GLOBAL, INC.
Condensed Consolidated Statements of Operations
(unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
(in thousands, except share and per share data)	2024			2023			2024			2023
Revenue	$	351,895		$	264,758		$	1,263,963		$	944,285
Costs and expenses
Transaction expenses⁽¹⁾		118,389			89,118			431,604			329,113
Customer support and operations⁽¹⁾		22,008			19,917			83,918			82,521
Marketing⁽¹⁾		83,937			75,343			303,799			234,417
Technology and development⁽¹⁾		70,611			59,240			269,817			219,939
General and administrative⁽¹⁾		54,875			48,657			195,857			179,372
Depreciation and amortization		5,814			3,484			18,054			13,118
Total costs and expenses		355,634			295,759			1,303,049			1,058,480
Loss from operations		(3,739	)		(31,001	)		(39,086	)		(114,195	)
Interest income		1,844			2,247			8,077			7,447
Interest expense		(967	)		(786	)		(3,241	)		(2,352	)
Other income (expense), net		(2,273	)		(64	)		3,999			(2,838	)
Loss before provision for income taxes		(5,135	)		(29,604	)		(30,251	)		(111,938	)
Provision for income taxes		589			5,417			6,727			5,902
Net loss	$	(5,724	)	$	(35,021	)	$	(36,978	)	$	(117,840	)
Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.03	)	$	(0.19	)	$	(0.19	)	$	(0.65	)
Weighted-average shares used in computing net loss per share attributable to common stockholders:
Basic and diluted		199,049,777			186,343,078			194,646,436			180,818,399
___________________________
⁽¹⁾ Exclusive of depreciation and amortization, shown separately.

REMITLY GLOBAL, INC.
Condensed Consolidated Balance Sheets
(unaudited)

	December 31,			December 31,
(in thousands)	2024			2023
Assets
Current assets
Cash and cash equivalents	$	368,097		$	323,710
Disbursement prefunding		288,934			195,848
Customer funds receivable, net		193,965			379,417
Prepaid expenses and other current assets		46,518			33,143
Total current assets		897,514			932,118
Property and equipment, net		31,566			16,010
Operating lease right-of-use assets		13,002			9,525
Goodwill		54,940			54,940
Intangible assets, net		10,463			16,642
Other noncurrent assets, net		5,386			7,071
Total assets	$	1,012,871		$	1,036,306
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	16,159		$	35,051
Customer liabilities		188,984			177,473
Short-term debt		2,468			2,481
Accrued expenses and other current liabilities		116,652			145,802
Operating lease liabilities		4,745			6,032
Total current liabilities		329,008			366,839
Operating lease liabilities, noncurrent		9,073			4,477
Long-term debt		—			130,000
Other noncurrent liabilities		9,319			5,653
Total liabilities		347,400			506,969
Commitments and contingencies
Stockholders’ equity
Common stock		20			19
Additional paid-in capital		1,195,390			1,020,286
Accumulated other comprehensive (loss) income		(1,658	)		335
Accumulated deficit		(528,281	)		(491,303	)
Total stockholders’ equity		665,471			529,337
Total liabilities and stockholders’ equity	$	1,012,871		$	1,036,306

REMITLY GLOBAL, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)

	Year Ended December 31,
(in thousands)	2024			2023
Cash flows from operating activities
Net loss	$	(36,978	)	$	(117,840	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		18,054			13,118
Stock-based compensation expense, net		152,137			136,967
Donation of common stock		2,587			4,600
Other		454			713
Changes in operating assets and liabilities:
Disbursement prefunding		(93,086	)		(31,778	)
Customer funds receivable		186,357			(183,422	)
Prepaid expenses and other assets		(12,224	)		(13,035	)
Operating lease right-of-use assets		5,981			5,186
Accounts payable		(20,823	)		27,559
Customer liabilities		12,666			61,718
Accrued expenses and other liabilities		(14,499	)		47,357
Operating lease liabilities		(6,141	)		(4,733	)
Net cash provided by (used in) operating activities		194,485			(53,590	)
Cash flows from investing activities
Purchases of property and equipment		(5,998	)		(2,857	)
Capitalized internal-use software costs		(11,704	)		(6,247	)
Cash paid for acquisition, net of acquired cash, cash equivalents, and restricted cash		—			(40,933	)
Net cash used in investing activities		(17,702	)		(50,037	)
Cash flows from financing activities
Proceeds from exercise of stock options		8,667			14,288
Proceeds from issuance of common stock in connection with ESPP		9,382			6,132
Proceeds from revolving credit facility borrowings		1,453,000			764,000
Repayments of revolving credit facility borrowings		(1,583,000	)		(634,000	)
Taxes paid related to net share settlement of equity awards		(5,228	)		(6,702	)
Cash paid for settlement of amounts previously held back for acquisition consideration		(10,261	)		—
Repayment of assumed indebtedness		—			(17,068	)
Net cash (used in) provided by financing activities		(127,440	)		126,650
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash		(4,555	)		1,272
Net increase in cash, cash equivalents, and restricted cash		44,788			24,295
Cash, cash equivalents, and restricted cash at beginning of period		325,029			300,734
Cash, cash equivalents, and restricted cash at end of period	$	369,817		$	325,029
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	368,097		$	323,710
Restricted cash included in prepaid expenses and other current assets		658			774
Restricted cash included in other noncurrent assets, net		1,062			545
Total cash, cash equivalents, and restricted cash	$	369,817		$	325,029

REMITLY GLOBAL, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
(unaudited)

*Reconciliation of net loss to Adjusted EBITDA:*

	Three Months Ended December 31,						Twelve Months Ended December 31,
(in thousands)	2024			2023			2024			2023
Net loss	$	(5,724	)	$	(35,021	)	$	(36,978	)	$	(117,840	)
Add:
Interest income, net		(877	)		(1,461	)		(4,836	)		(5,095	)
Provision for income taxes		589			5,417			6,727			5,902
Depreciation and amortization		5,814			3,484			18,054			13,118
Foreign exchange (gain) loss		2,273			(8	)		(4,394	)		2,603
Donation of common stock		—			—			2,587			4,600
Stock-based compensation expense, net		41,614			35,960			152,137			136,967
Acquisition, integration, restructuring, and other costs⁽¹⁾		—			(193	)		1,468			4,197
Adjusted EBITDA	$	43,689		$	8,178		$	134,765		$	44,452
___________________________
⁽¹⁾Acquisition, integration, restructuring, and other costs for the twelve months ended December 31, 2024 consisted primarily of $0.8 million in restructuring charges incurred, $0.5 million of non-recurring legal charges, and $0.2 million related to the change in the fair value of the holdback liability associated with the acquisition of Rewire (O.S.G.) Research and Development Ltd. (“Rewire”). Acquisition, integration, restructuring, and other costs for the three months ended December 31, 2023 consisted primarily of $(0.8) million related to the change in the fair value of the holdback liability and $0.6 million of expenses incurred in connection with the acquisition and integration of Rewire. Acquisition, integration, restructuring, and other costs for the twelve months ended December 31, 2023 consisted primarily of $1.7 million of expenses incurred in connection with the acquisition and integration of Rewire, $1.4 million in restructuring charges incurred, and $1.1 million related to the change in the fair value of the holdback liability associated with the acquisition of Rewire.

*Reconciliation of operating expenses to non-GAAP operating expenses:*

	Three Months Ended December 31,					Twelve Months Ended December 31,
(in thousands)	2024		2023			2024		2023
Customer support and operations	$	22,008	$	19,917		$	83,918	$	82,521
Excluding: Stock-based compensation expense, net		268		394			1,158		1,404
Excluding: Acquisition, integration, restructuring, and other costs		—		—			758		739
Non-GAAP customer support and operations	$	21,740	$	19,523		$	82,002	$	80,378

	Three Months Ended December 31,					Twelve Months Ended December 31,
	2024		2023			2024		2023
Marketing	$	83,937	$	75,343		$	303,799	$	234,417
Excluding: Stock-based compensation expense, net		4,595		3,930			17,609		16,165
Non-GAAP marketing	$	79,342	$	71,413		$	286,190	$	218,252

	Three Months Ended December 31,					Twelve Months Ended December 31,
	2024		2023			2024		2023
Technology and development	$	70,611	$	59,240		$	269,817	$	219,939
Excluding: Stock-based compensation expense, net		22,527		19,920			84,381		74,967
Excluding: Acquisition, integration, restructuring, and other costs		—		700			—		1,224
Non-GAAP technology and development	$	48,084	$	38,620		$	185,436	$	143,748

	Three Months Ended December 31,					Twelve Months Ended December 31,
	2024		2023			2024		2023
General and administrative	$	54,875	$	48,657		$	195,857	$	179,372
Excluding: Stock-based compensation expense, net		14,224		11,716			48,989		44,431
Excluding: Donation of common stock		—		—			2,587		4,600
Excluding: Acquisition, integration, restructuring, and other costs		—		(893	)		710		2,234
Non-GAAP general and administrative	$	40,651	$	37,834		$	143,571	$	128,107

The MIL Network –

February 20, 2025

MIL-OSI: Applied Materials Accelerates Chip Defect Review with Next-Gen eBeam System
Source: GlobeNewswire (MIL-OSI)
- SEMVision™ H20 enables better and faster analysis of nanoscale defects in leading-edge chips
- Second-generation “cold field emission” technology provides high-resolution imaging
- AI image recognition speeds up defect detection and classification
SANTA CLARA, Calif., Feb. 19, 2025 (GLOBE NEWSWIRE) — Applied Materials, Inc. today introduced a new defect review system to help leading semiconductor manufacturers continue pushing the limits of chip scaling. The company’s SEMVision™ H20 system combines the industry’s most sensitive electron beam (eBeam) technology with advanced AI image recognition to enable better and faster analysis of buried nanoscale defects in the world’s most advanced chips.

eBeam imaging has long been an important tool for examining defects that are too small to be seen with optical techniques. Its ultra-high resolution enables analysis of the tiniest imperfections in a sea of billions of nanoscale circuit patterns. Traditionally, optical techniques are used to scan a wafer for potential defects, and then eBeam is deployed to better characterize these defects. In the emerging “angstrom era” – where the smallest chip features can be just a few atoms thick – it is becoming increasingly difficult to differentiate true defects from false alarms.

At today’s most advanced nodes, optical inspection creates much denser defect maps, which can require as much as a 100X increase in the number of defect candidates delivered to eBeam review. Process control engineers increasingly need defect review systems that can analyze exponentially more samples while maintaining the speed and sensitivity required for high-volume production.

“Our new SEMVision H20 system allows the world’s leading chipmakers to better separate the signal from the noise amidst massive amounts of data provided by inspection tools,” said Keith Wells, Group Vice President of Imaging and Process Control at Applied Materials. “By combining advanced AI algorithms with the superior speed and resolution of our innovative eBeam technology, our system enables rapid identification of the smallest defects buried deep in 3D device structures, delivering faster and more accurate inspection results that can improve factory cycle time and yield.”

Applied’s new eBeam technology is critical for complex 3D architecture inflections required to manufacture logic chips at the 2nm node and beyond – including new Gate-All-Around (GAA) transistors – as well as the formation of higher-density DRAM and 3D NAND memories. Applied’s SEMVision H20 defect review system has been adopted by leading logic and memory chipmakers for emerging technology nodes.

The new SEMVision H20 system leverages two significant innovations to classify defects with remarkable accuracy, while delivering results as much as 3X faster than today’s most advanced techniques.
- Next-generation CFE technology: Applied’s “cold field emission” (CFE) technology is a breakthrough in eBeam imaging that enables sub-nanometer resolution for identifying the smallest buried defects. Operating at room temperature, CFE produces a narrower beam with more electrons, thereby increasing nanoscale image resolution by up to 50 percent and imaging speed by up to 10X compared to conventional thermal field emission (TFE) technology. With SEMVision H20, Applied is introducing the second generation of its CFE technology, delivering even faster throughput while maintaining the industry’s highest sensitivity and resolution. This faster imaging speed provides increased coverage across each wafer, allowing chipmakers to gather the same amount of information in one third of the time.
- Deep learning AI image models: SEMVision H20 uses deep learning AI capabilities for automatic extraction of true defects from false “nuisance” defects. Applied’s proprietary deep learning network is continuously trained with data from a chipmaker’s fab and sorts the defects into a distribution including voids, residues, scratches, particles and dozens of other defect types, enabling more accurate and efficient defect characterization.
Applied’s SEMVision product family is the most advanced and widely used eBeam review system in the world. The new SEMVision H20 extends this leadership by combining next-generation CFE technology and advanced AI models to deliver faster and more accurate defect analysis, allowing chipmakers to accelerate chip development and make greater use of eBeam technology in high-volume manufacturing.

About Applied Materials
Applied Materials, Inc. (Nasdaq: AMAT) is the leader in materials engineering solutions used to produce virtually every new chip and advanced display in the world. Our expertise in modifying materials at atomic levels and on an industrial scale enables customers to transform possibilities into reality. At Applied Materials, our innovations make possible a better future. Learn more at www.appliedmaterials.com.

Applied Materials Contact:
Ricky Gradwohl (editorial/media) 408.235.4676
Liz Morali (financial community) 408.986.7977

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/80511701-73c9-406d-8cb0-aeb0793e4497

The MIL Network –
February 20, 2025

MIL-OSI: Enovix Announces Fourth Quarter and Full Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

FREMONT, Calif., Feb. 19, 2025 (GLOBE NEWSWIRE) — Enovix Corporation (“Enovix”) (Nasdaq: ENVX), a global high-performance battery company, announced today financial results for the fourth quarter and full year 2024, which included the summary below from its President and CEO, Dr. Raj Talluri.

Fellow Shareholders,

In the fourth quarter of 2024, we achieved key milestones in manufacturing, technology, and sales, setting the stage for a breakout year in 2025. We are focused on launching our first smartphone battery and converting our IoT pipeline into contracted backlog. Customers across multiple industries are acknowledging the readiness of our manufacturing capabilities, which are coming online at the perfect time to meet strong demand for our high energy-density solutions and diversified supply chain.

Other recent highlights include:

Record Revenue: Fourth quarter revenues were a record $9.7 million, near the high end of our guidance. Full year 2024 revenues were also a record of $23.1 million, up 202%, from $7.6 million in 2023.
Smartphone Batteries: We shipped early engineering samples to our lead smartphone OEM, with results confirming that critical safety tests are passing. Additionally, cell dimensions were received in continuation of our agreement. We remain on track for commercial smartphone battery launches in 2025, pending successful completion of customer qualification. Furthermore, a new OEM customer submitted first samples purchase order, expanding our active engagements to 7 of the top 8 smartphone OEMs.
XR Batteries: Secured a landmark prepaid purchase order from a global technology leader in Artificial Intelligence (AI) and immersive technologies, reserving dedicated production capacity for next-generation smart eyewear. First samples, featuring our custom cells from Fab2 integrated into packs in our Korea facility, were delivered to the customer earlier this month.
Manufacturing Readiness: Fab2 in Malaysia completed Site Acceptance Testing (SAT) for the High-Volume Manufacturing (HVM) line, a key milestone in our journey to scale production. Additionally, we were honored to host several customers at our factory in Malaysia, conducting detailed line tours. And multiple OEMs initiated formal factory audits to support their qualification processes.
Products: We successfully completed safety testing of EX-1M and performance results indicate that we are on track to meet targets for energy density, cycle life, and fast charging. And the first EX-2M samples from Fab2 were shipped to customers on schedule.
Capitalization: 2024 year-end cash and cash equivalents of $272.9 million and continued operating expense discipline provides optionality for funding additional HVM lines.

2025 is off to a fast start, fueled by accelerating AI innovation and a shifting landscape that is driving OEMs to diversify their supply chains. As a leader in high-energy-density battery technology with manufacturing facilities in Korea and Malaysia, Enovix is well positioned to capitalize on these industry trends.

A key strategic decision in 2024 was to invest in the emerging AI-enabled smart eyewear market by developing a battery cell tailored for this market. We believe this investment is now paying off, as our product is expected to launch as this market is gaining momentum. New estimates from IDC project the smart eyewear market will reach multiple tens of millions of units by 2028, driven by recent hardware and software ecosystem advancements, the growing adoption of AI applications, and the expanding use cases across consumer, enterprise and defense markets. A majority of America’s largest tech companies, along with several top-tier Asia-based OEMs, have announced smart eyewear products. However, one major bottleneck remains – no product today delivers resiliency to all-day usage with ever-increasing sensor, communications (WiFi, Bluetooth, cellular, and satellite), and computing demands. This presents a prime opportunity for Enovix. With our high-energy-density battery already developed, HVM ramping up, and many of the market’s key players based in our backyard of Silicon Valley, we believe we are well-positioned to lead in this space.

In smartphones, the strong tailwinds we identified last quarter continue in 2025. OEMs are increasingly requesting batteries with capacities near 7,000 milliamp-hours to support the growing power demands of next-generation AI applications. Additionally, with smartphone penetration already at saturation levels, market leaders are intensifying their focus on product differentiation – particularly in regions outside the US, where competition is fierce. We believe that our EX-2M and upcoming EX-3M battery solutions align with evolving demands, reinforcing our role as a strategic partner to leading OEMs.

A new industry trend that has emerged subsequent to our last shareholder letter is supply chain-driven demand, particularly in the defense sector. Soon after the US elections in November, we observed an increase in inbound interest from drone manufacturers and defense suppliers seeking battery solutions that comply with allied country supply chain requirements. As a reminder, a significant portion of our 2024 revenue came from sales of conventional graphite battery products to defense customers. Earlier this month, we secured a purchase order for samples from a new defense customer with over $1 billion in annual sales to the US military, focused on autonomous AI systems. While these developments are still evolving, we are optimistic about the potential upside.

Business Update

Manufacturing. We successfully completed our key fourth-quarter objectives on schedule, including SAT for the HVM line and shipping the first EX-2M samples. We also further improved yields across both the Agility and HVM lines, with incremental targets in place throughout the year that we believe will ensure readiness for smartphone mass production in the fourth quarter of 2025. Customer audits are now underway at our Malaysia facility. While preparing Fab2 for mass production remains our primary manufacturing focus in 2025, we are also prioritizing efforts to accelerate custom cell development timelines. Our initial success in the emerging smart eyewear market was made possible because we dedicated resources to making a new variant of EX-1M designed to fit within the confines of the glasses frames. As we scale, our ability to swiftly develop tailored solutions with precision manufacturing and latest chemistries will play a critical role in our success. Additionally, we continue to act in a disciplined manner to select the right customer opportunities to pursue for long-term growth.

Commercialization. Our business team remains focused on smartphone mass production as the primary commercialization goal for 2025. In October of 2024, we took a major step toward this objective by executing a strategic partnership that outlined key milestones leading up to our entry into the smartphone market by late 2025. This agreement was followed by a purchase order in the fourth quarter of 2024 tied to one of those milestones, and in the first quarter of 2025 we received battery dimensions for a planned 2025 smartphone launch. Additionally, we secured a first purchase order for samples from a new global smartphone manufacturer, expanding our customer engagements to 7 of the top 8 smartphone OEMs.

In addition to being focused on smartphone business, we are also being highly selective with IoT opportunities, prioritizing segments where our technology and global supply chain have a strong competitive advantage. Among these, smart eyewear emerged as a natural fit, and we are now in the process of developing custom cells for marquee customers. This quarter, we shipped our first samples to customers using our Korea-based packing capability that is now fully integrated with our silicon cell production out of Malaysia. Our first commercial shipments are scheduled to commence mid-year, and we are actively securing additional IoT purchase orders.

In the EV space, we continue advancing development agreements with two of the world’s largest automotive OEMs. Consistent with our capital-efficient strategy, we remain focused on targeted collaborations that allow us to scale in this vertical while optimizing investment.

Across these markets, our disciplined approach to commercialization ensures that we are not only securing near-term revenue opportunities but also building a foundation for long-term leadership in high-energy-density battery solutions.

Products:

Our battery technology continues to advance across multiple generations, with significant progress in safety and performance validation, customer sampling, and next-generation design. We successfully completed safety testing of EX-1M and performance results indicate that we are on track to meet targets for energy density, cycle life, and fast charging. For EX-2M, we delivered early engineering samples to OEMs across both smartphone and IoT markets and received positive feedback. Additionally, EX-2M has outperformed traditional graphite-based cells in select safety tests such as crush and impact tests. We are now refining our electrochemistry to further enhance performance metrics. Looking ahead, we have officially kicked off the design phase for EX-3M. As we continue refining key performance specifications, we are incorporating feedback from lead OEMs to ensure alignment with their evolving requirements. Our goal is to finalize the EX-3M design in early 2025, paving the way for our next-generation battery technology.

These advancements reflect our commitment to delivering high-performance, high-energy-density battery solutions across multiple product categories, reinforcing our position as a leader in battery innovation.

Financials: Revenue was $9.7 million in the fourth quarter of 2024, near the high end of our guidance range and up more than 30 percent year over year. A majority of revenues were from our conventional battery capacity in South Korea which is seeing a positive demand environment from defense customers and benefiting from increased collaboration with our US engineers. Our GAAP cost of revenue was $8.7 million in the fourth quarter of 2024 leading to the Company’s first ever positive gross margin which totaled $1.1 million or 11% of sales.

Our GAAP operating expenses were $35.6 million in the fourth quarter of 2024 compared to $48.6 million in the third quarter, which reflects some of the expense reductions related to our shift of various functions to lower cost regions such as Malaysia and India. Our non-GAAP operating expenses were $24.3 million in the fourth quarter of 2024, down from $27.2 million in the previous quarter.

Our GAAP net loss attributable to Enovix was $37.5 million in the fourth quarter of 2024, compared to $22.5 million in the previous quarter. As a reminder our GAAP net loss is impacted quarterly by changes in fair value of common stock warrants, which resulted in a $5.1 million expense in the fourth quarter compared to a $29.9 million benefit in the third quarter of 2024.

Adjusted EBITDA in the fourth quarter of 2024 was a loss of $11.7 million compared to an adjusted EBITDA loss of $21.6 million in the previous quarter. The sequential improvement was driven by positive gross margin, lower operating expenses and a $1.0 million increase in depreciation and amortization.

Earnings per share loss in the fourth quarter of 2024 was $0.20 on a GAAP basis and $0.11 on a non-GAAP basis compared to third quarter earnings per share loss of $0.30 on a GAAP basis and $0.17 on a non-GAAP basis.

We exited 2024 with $272.9 million of cash and cash equivalents following the receipts of approximately $107 million of net proceeds from an equity offering in the fourth quarter which was partially offset by $16.0 million used in operating activities and capital expenditures of $16.4 million during the quarter.

A full reconciliation of our GAAP to non-GAAP results is available later in this report.

Outlook

For the first quarter of 2025, we expect revenue between $3.5 million and $5.5 million, a GAAP EPS loss of $0.23 to $0.29, an adjusted EBITDA loss of $21.0 million to $27.0 million, and a non-GAAP EPS loss of $0.15 to $0.21.

Summary

The top milestones we identified at the beginning of 2024 were achieving SAT for agility and our high-volume manufacturing lines in Malaysia and delivering samples of our leading smartphone batteries, EX-1M and EX-2M, to customers. Not only did we hit these top milestones, we also advanced relationships with market leaders in smartphones, AR/VR, and automotive industries. We believe that these relationships, supported by purchase orders and commercial launch schedules, provide a clear path for us to commence mass production in 2025.

Conference Call Information

Enovix will hold a video conference call at 2:00 PM PT / 5:00 PM ET today, February 19, 2025, to discuss the company’s business updates and financial results. To join the call, participants must use the following link to register: https://enovix-q4-2024.open-exchange.net/registration. This link will also be available via the Investor Relations section of the Enovix website at https://ir.enovix.com. An archived version of the call will be available on the Enovix website for one year at https://ir.enovix.com.

About Enovix

Enovix is on a mission to deliver high-performance batteries that unlock the full potential of technology products. Everything from IoT, mobile, and computing devices, to the vehicle you drive, needs a better battery. Enovix partners with OEMs worldwide to usher in a new era of user experiences. Our innovative, materials-agnostic approach to building a higher performing battery without compromising safety keeps us flexible and on the cutting-edge of battery technology innovation.

Enovix is headquartered in Silicon Valley with facilities in India, Korea and Malaysia. For more information visit https://enovix.com and follow us on LinkedIn.

Non-GAAP Financial Measures

Non-GAAP operating expenses, EBITDA, Adjusted EBITDA, non-GAAP net loss per share, and other non-GAAP measures are intended as supplemental financial measures of our performance that provide an additional tool for investors to use in evaluating ongoing operating results, trends, and in comparing our financial measures with those of comparable companies.

However, you should be aware that other companies may calculate similar non-GAAP measures differently. Non-GAAP financial measures have limitations, including that they exclude certain expenses that are required under GAAP, which adjustments reflect the exercise of judgment by management. Reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the tables at the end of this shareholder letter.

While Enovix provides first quarter 2025 guidance for adjusted EBITDA loss and non-GAAP EPS loss, we are unable to provide without unreasonable effort a GAAP to non-GAAP reconciliation of these projected non-GAAP measures. Such qualitative reconciliation to the corresponding GAAP financial measure cannot be provided without unreasonable effort because of the inherent difficulty in accurately forecasting the occurrence and financial impact of the various adjustments that have not yet occurred, are out of our control, or cannot be reasonably predicted, including but not limited to warrant liabilities and stock-based compensation. For the same reasons, we are unable to assess the probable significance of the unavailable information, which could have a material impact on our future GAAP financial results.

Forward-Looking Statements

This letter to shareholders contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance and can be identified by words such as anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project, setting the stage, should, would and similar expressions that convey uncertainty about future events or outcomes. Forward-looking statements in this letter to shareholders include, without limitation, out expected performance and results for the first quarter of 2025; that 2025 will be a breakout year; the timing for completion of customer qualification for and the launch of our first smartphone battery in 2025; our expectations regarding our ability to commence mass production in 2025 and full utilization of the first HVM line in 2026; our expectations regarding, and our ability to respond to, market and customer demand; our expectations regarding the level of customers’ interest in our high energy-density solutions and diversified supply chain, the demand for more energy dense batteries and the suitability of our products to address this demand, and the impact of artificial intelligence (“AI”) features on the foregoing; our ability to develop and deliver a battery cell tailored to the smart eyewear market, including our ability to deliver a battery that delivers a full day of usage on a single charge, and the anticipated benefits of our investments in these products and market; our anticipated commercial shipments of batteries for smart eyewear and other IoT products by mid-year 2025; our ability to convert our IoT pipeline into contracted backlog; projected improvements in our manufacturing and commercialization and R&D activities at Fab2, including the ability of the sales team to support the path to profitability by attracting demand across high-growth markets; our achievement of the milestones under our strategic partnership with a leading smartphone OEM; expectations relating to broader agreements with automative OEMs; our ability to successfully complete safety testing and customer qualification and our ability to and the timing of our entry into the smartphone market in 2025 with high-volume production from our Fab2 facility; our ability to meet our spec targets for energy density, cycle life and fast charging for our EX-1M cells; our ability to develop and commercialize customer and product-specific variants of our products and other tailored solutions for our customers; our expectations regarding EX-1M and EX-2M readiness and production, and predicted EX-3M battery solution production; our ability to meet goals for yield, throughput, energy density, cycle life and fast charging; the readiness of our production and manufacturing capabilities; our expectations with respect to the development and innovation of EX-2M and EX-3M, including our ability to finalize the EX-3M design in Q1 2025; our expectations regarding Fab2 in and its capacity to support multiple customer qualifications; our observations and expectations around supply chain-driven demand including in the defense sector, and interest from specific customer segments including drone manufacturers and military suppliers; the anticipated contributions of our R&D teams to support product innovation; our revenue funnel; our efforts in the portable electronics and EV markets, including the IoT, smartphone, smart eyewear and virtual reality categories; expectations regarding the reservation and use of production capacity and our ability to satisfy production expectations relating to next-generation smart eyewear; our ability to meet milestones and deliver on our objectives and expectations; our ability to fund additional HVM lines; anticipated increases in demand and interest in our products from manufacturers and suppliers seeking battery solutions that comply with allied country supply chain requirements; the implementation and expected success of our business model and growth strategy, including our focus on the addressable market categories in which we believe an improved battery drives a high value to the product and premium pricing for our solutions; our ability to manage our expenses and realize our annual cost savings goals; our ability to capitalize on industry trends, including trends relating to accelerating AI innovation; our ability to manage and achieve the benefits of our restructuring efforts, including continued operating expense discipline to facilitate funding for additional HVM lines at Fab2; and forecasts of our financial and performance metrics.

Actual results could differ materially from these forward-looking statements as a result of certain risks and uncertainties, including, without limitation, our ability to improve energy density, cycle life, fast charging, capacity roll off and gassing metrics among our products; our reliance on new and complex manufacturing processes for our operations; our ability to establish sufficient manufacturing operations and improve and optimize manufacturing processes to meet demand, source materials and establish supply relationships, and secure adequate funds to execute on our operational and strategic goals; our reliance on a manufacturing agreement with a Malaysia-based company for many of the facilities, procurement, personnel and financing needs of our operations; our operation in international markets, including our exposure to operational, financial and regulatory risks, as well as risks relating to geopolitical tensions and conflicts, including changes in trade policies and regulations; that we may be required to pay costs for components and raw materials that are more expensive than anticipated, including as a result of trade barriers, trade sanctions, export restrictions, tariffs, embargoes or shortages and other general economic and political conditions, which could delay the introduction of our products and negatively impact our business; our ability to adequately control the costs associated with our operations and the components necessary to build our lithium-ion battery cells; our lengthy sales cycles; the safety hazards associated with our batteries and the manufacturing process; a concentration of customers in the military market and our dependence on these customer accounts; certain unfavorable terms in our commercial agreements that may limit our ability to market our products; our ability to develop, market and sell our batteries, expectations relating to the performance of our batteries, and market acceptance of our products; our ability to accurately estimate the future supply and demand of our batteries, which could result in a variety of inefficiencies in our business; changes in consumer preferences or demands; changes in industry standards; the impact of technological development and competition; and global economic conditions, including tariffs, inflationary and supply chain pressures, and political, social, and economic instability, including as a result of armed conflict, war or threat of war, or trade and other international disputes that could disrupt supply or delivery of, or demand for, our products.

For additional information on these risks and uncertainties and other potential factors that could cause actual results to differ from the results predicted, please refer to our filings with the Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our annual report on Form 10-K and quarterly reports on Form 10-Q and other documents that we have filed, or will file, with the SEC. Any forward-looking statements in this letter to shareholders speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For media and investor inquiries, please contact:

Enovix Corporation
Robert Lahey
Email: ir@enovix.com


Enovix Corporation Condensed Consolidated Balance Sheets (Unaudited) (In Thousands, Except Share and per Share Amounts)

	December 29, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	272,869		$	233,121
Short-term investments		—			73,694
Accounts receivable, net		4,566			909
Notes receivable, net		4			1,514
Inventory		7,664			8,737
Prepaid expenses and other current assets		9,903			5,202
Total current assets		295,006			323,177
Property and equipment, net		167,947			166,471
Customer relationship intangibles and other intangibles, net		36,394			42,168
Operating lease, right-of-use assets		13,479			15,290
Goodwill		12,217			12,098
Other assets, non-current		2,126			5,100
Total assets	$	527,169		$	564,304
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	9,492		$	21,251
Accrued expenses		19,843			13,976
Accrued compensation		8,228			10,731
Short-term debt		9,452			5,917
Deferred revenue		3,650			6,708
Other liabilities		3,036			2,435
Total current liabilities		53,701			61,018
Long-term debt, net		169,820			169,099
Warrant liability		28,380			42,900
Operating lease liabilities, non-current		13,293			15,594
Deferred revenue, non-current		3,774			3,774
Deferred tax liability		8,784			10,803
Other liabilities, non-current		14			13
Total liabilities		277,766			303,201
Commitments and Contingencies
Stockholders’ equity:
Common stock, $0.0001 par value; authorized shares of 1,000,000,000; issued and outstanding shares of 190,559,335 and 167,392,315 as of December 29, 2024 and December 31, 2023, respectively		19			17
Preferred stock, $0.0001 par value; authorized shares of 10,000,000; no shares issued or outstanding as of December 29, 2024 and December 31, 2023, respectively		—			—
Additional paid-in-capital		1,067,951			857,037
Accumulated other comprehensive loss		(143	)		(62	)
Accumulated deficit		(821,086	)		(598,845	)
Total Enovix’s stockholders’ equity		246,741			258,147
Non-controlling interest		2,662			2,956
Total equity		249,403			261,103
Total liabilities and equity	$	527,169		$	564,304


Enovix Corporation Condensed Consolidated Statements of Operations (Unaudited) (In Thousands, Except Share and per Share Amounts)

	Quarters Ended						Fiscal Years Ended
	December 29, 2024			December 31, 2023			December 29, 2024			December 31, 2023
Revenue	$	9,717		$	7,381		$	23,074		$	7,644
Cost of revenue		8,665			19,769			25,119			63,061
Gross margin		1,052			(12,388	)		(2,045	)		(55,417	)
Operating expenses:
Research and development		22,433			34,582			124,506			88,392
Selling, general and administrative		13,135			17,807			74,311			79,014
Impairment of equipment		—			—			—			4,411
Restructuring cost		—			—			41,807			3,021
Total operating expenses		35,568			52,389			240,624			174,838
Loss from operations		(34,516	)		(64,777	)		(242,669	)		(230,255	)
Other income (expense):
Change in fair value of common stock warrants		(5,115	)		2,040			12,244			6,180
Interest income		2,587			4,128			12,332			14,070
Interest expense		(1,719	)		(1,629	)		(6,787	)		(4,456	)
Other income (loss), net		2,463			(433	)		954			(304	)
Total other income (loss), net		(1,784	)		4,106			18,743			15,490
Loss before income tax expense (benefit)		(36,300	)		(60,671	)		(223,926	)		(214,765	)
Income tax expense (benefit)		1,152			(633	)		(1,392	)		(633	)
Net loss		(37,452	)		(60,038	)		(222,534	)		(214,132	)
Net gain (loss) attributable to non-controlling interests		13			(61	)		(293	)		(61	)
Net loss attributable to Enovix	$	(37,465	)	$	(59,977	)	$	(222,241	)	$	(214,071	)

Net loss per share attributable to Enovix shareholders, basic	$	(0.20	)	$	(0.36	)	$	(1.27	)	$	(1.35	)
Weighted average number of common shares outstanding, basic		184,971,942			165,708,522			175,038,107			159,065,697
Net loss per share attributable to Enovix shareholders, diluted	$	(0.20	)	$	(0.36	)	$	(1.27	)	$	(1.38	)
Weighted average number of common shares outstanding, diluted		184,971,942			165,708,522			175,038,107			159,575,555


Enovix Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In Thousands)	Fiscal Years
		2024			2023
Cash flows used in operating activities:
Net loss	$	(222,534	)	$	(214,132	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation, accretion and amortization		44,961			34,009
Stock-based compensation		58,837			69,452
Changes in fair value of common stock warrants		(12,244	)		(6,180	)
Impairment and loss on disposals of long-lived assets		38,258			4,411
Others		448			703
Changes in operating assets and liabilities:
Accounts and notes receivables		(2,465	)		(370	)
Inventory		1,073			4,509
Prepaid expenses and other assets		(2,211	)		(626	)
Accounts payable		(7,970	)		6,096
Accrued expenses and compensation		3,016			1,977
Deferred revenue		(3,058	)		(3,860	)
Deferred tax liability		(2,697	)		(813	)
Other liabilities		(2,047	)		188
Net cash used in operating activities		(108,633	)		(104,636	)
Cash flows from investing activities:
Purchase of property and equipment		(76,188	)		(61,795	)
Routejade acquisition, net of cash and restricted cash acquired		—			(9,968	)
Purchases of investments		(31,812	)		(138,343	)
Maturities of investments		106,621			67,150
Net cash used in investing activities		(1,379	)		(142,956	)
Cash flows from financing activities:
Proceeds from issuance of common stocks, net of issuance costs		107,192			—
Proceeds from issuance of Convertible Senior Notes and loans		4,572			172,500
Repayment of debt		(209	)		(69	)
Payments of debt issuance costs		—			(5,917	)
Purchase of Capped Calls		—			(17,250	)
Payroll tax payments for shares withheld upon vesting of RSUs		(7,079	)		(3,931	)
Proceeds from the exercise of stock options and issuance of common stock under ATM, net of issuance costs		44,771			11,928
Proceeds from issuance of common stock under employee stock purchase plan		1,506			2,350
Repurchase of unvested restricted common stock		(4	)		(26	)
Net cash provided by financing activities		150,749			159,585
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1,169	)		154
Change in cash, cash equivalents, and restricted cash		39,568			(87,853	)
Cash and cash equivalents and restricted cash, beginning of period		235,123			322,976
Cash and cash equivalents, and restricted cash, end of period	$	274,691		$	235,123

Net Loss Attributable to Enovix to Adjusted EBITDA Reconciliation

While we prepare our consolidated financial statements in accordance with GAAP, we also utilize and present certain financial measures that are not based on GAAP. We refer to these financial measures as “non-GAAP” financial measures. In addition to our financial results determined in accordance with GAAP, we believe that EBITDA and Adjusted EBITDA are useful measures in evaluating its financial and operational performance distinct and apart from financing costs, certain non-cash expenses and non-operational expenses.

These non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP. We endeavor to compensate for the limitation of the non-GAAP financial measures presented by also providing the most directly comparable GAAP measures.

We use non-GAAP financial information to evaluate our ongoing operations and for internal planning, budgeting and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing its operating performance and comparing its performance with competitors and other comparable companies. You should review the reconciliations below but not rely on any single financial measure to evaluate our business.

“EBITDA” is defined as earnings (net loss) attributable to Enovix adjusted for interest expense, income tax benefit, depreciation and amortization expense. “Adjusted EBITDA” includes additional adjustments to EBITDA such as stock-based compensation expense, change in fair value of common stock warrants, inventory step-up, impairment of equipment and other special items as determined by management which it does not believe to be indicative of its underlying business trends.

Below is a reconciliation of net loss attributable to Enovix on a GAAP basis to the non-GAAP EBITDA and Adjusted EBITDA financial measures for the periods presented below (in thousands):

	Quarters Ended						Fiscal Years Ended
	December 29, 2024			December 31, 2023			December 29, 2024			December 31, 2023
Net loss attributable to Enovix	$	(37,465	)	$	(59,977	)	$	(222,241	)	$	(214,071	)
Interest expense		1,719			1,629			6,787			4,456
Income tax expense (benefit)		1,152			(633	)		(1,392	)		(633	)
Depreciation and amortization		7,544			24,009			44,961			34,009
EBITDA		(27,050	)		(34,972	)		(171,885	)		(176,239	)
Stock-based compensation expense ⁽¹⁾		10,207			11,620			57,621			69,093
Change in fair value of common stock warrants		5,115			(2,040	)		(12,244	)		(6,180	)
Inventory step-up		—			2,206			1,907			2,206
Impairment of equipment		—			—			—			4,411
Restructuring cost ⁽¹⁾		—			—			41,807			3,021
Acquisition cost		—			158			—			1,273
Adjusted EBITDA	$	(11,728	)	$	(23,028	)	$	(82,794	)	$	(102,415	)

________________________^₍₁₎_{$1.2 million of stock-based compensation expense is included in the restructuring cost line of the table above for the fiscal year ended December 29, 2024. $0.4 million of stock-based compensation expense is included in the restructuring cost line of the table above for the fiscal year ended December 31, 2023.}

Free Cash Flow Reconciliation

We define “Free Cash Flow” as (i) net cash from operating activities less (ii) capital expenditures, net of proceeds from disposals of property and equipment, all of which are derived from our Consolidated Statements of Cash Flow. The presentation of non-GAAP Free Cash Flow is not intended as an alternative measure of cash flows from operations, as determined in accordance with GAAP. We believe that this financial measure is useful to investors because it provides investors to view our performance using the same tool that we use to gauge our progress in achieving our goals and it is an indication of cash flow that may be available to fund investments in future growth initiatives. Below is a reconciliation of net cash used in operating activities to the Free Cash Flow financial measures for the periods presented below (in thousands):

	Fiscal Years
		2024			2023
Net cash used in operating activities	$	(108,633	)	$	(104,636	)
Capital expenditures		(76,188	)		(61,795	)
Free Cash Flow	$	(184,821	)	$	(166,431	)

Other Non-GAAP Financial Measures Reconciliation
(In Thousands, Except Share and per Share Amounts)

	Quarters Ended						Fiscal Years Ended
	December 29, 2024			December 31, 2023			December 29, 2024			December 31, 2023
Revenue	$	9,717		$	7,381		$	23,074		$	7,644

GAAP cost of revenue	$	8,665		$	19,769		$	25,119		$	63,061
Stock-based compensation expense		(124	)		(459	)		(320	)		(5,460	)
Inventory step-up		—			(2,206	)		(1,907	)		(2,206	)
Non-GAAP cost of revenue	$	8,541		$	17,104		$	22,892		$	55,395

GAAP gross margin	$	1,052		$	(12,388	)	$	(2,045	)	$	(55,417	)
Stock-based compensation expense		124			459			320			5,460
Inventory step-up		—			2,206			1,907			2,206
Non-GAAP gross margin	$	1,176		$	(9,723	)	$	182		$	(47,751	)

GAAP research and development (R&D) expense	$	22,433		$	34,582		$	124,506		$	88,392
Stock-based compensation expense		(5,082	)		(5,337	)		(24,853	)		(27,409	)
Amortization of intangible assets		(416	)		(277	)		(1,664	)		(277	)
Non-GAAP R&D expense	$	16,935		$	28,968		$	97,989		$	60,706

GAAP selling, general and administrative (SG&A) expense	$	13,135		$	17,807		$	74,311		$	79,014
Stock-based compensation expense		(5,001	)		(5,824	)		(32,448	)		(36,224	)
Amortization of intangible assets		(773	)		(536	)		(3,077	)		(536	)
Acquisition cost		—			(158	)		—			(1,273	)
Non-GAAP SG&A expense	$	7,361		$	11,289		$	38,786		$	40,981

GAAP operating expenses	$	35,568		$	52,389		$	240,624		$	174,838
Stock-based compensation expense included in R&D expense		(5,082	)		(5,337	)		(24,853	)		(27,409	)
Stock-based compensation expense included in SG&A expense		(5,001	)		(5,824	)		(32,448	)		(36,224	)
Amortization of intangible assets		(1,189	)		(813	)		(4,741	)		(813	)
Impairment of equipment		—			—			—			(4,411	)
Restructuring cost ⁽¹⁾		—			—			(41,807	)		(3,021	)
Acquisition cost		—			(158	)		—			(1,273	)
Non-GAAP operating expenses	$	24,296		$	40,257		$	136,775		$	101,687

	Quarters Ended						Fiscal Years Ended
	December 29, 2024			December 31, 2023			December 29, 2024			December 31, 2023
GAAP loss from operations	$	(34,516	)	$	(64,777	)	$	(242,669	)	$	(230,255	)
Stock-based compensation expense ⁽¹⁾		10,207			11,620			57,621			69,093
Amortization of intangible assets		1,189			813			4,741			813
Inventory step-up		—			2,206			1,907			2,206
Impairment of equipment		—			—			—			4,411
Restructuring cost ⁽¹⁾		—			—			41,807			3,021
Acquisition cost		—			158			—			1,273
Non-GAAP loss from operations	$	(23,120	)	$	(49,980	)	$	(136,593	)	$	(149,438	)

GAAP net loss attributable to Enovix	$	(37,465	)	$	(59,977	)	$	(222,241	)	$	(214,071	)
Stock-based compensation expense ⁽¹⁾		10,207			11,620			57,621			69,093
Change in fair value of common stock warrants		5,115			(2,040	)		(12,244	)		(6,180	)
Inventory step-up		—			2,206			1,907			2,206
Amortization of intangible assets		1,189			813			4,741			813
Impairment of equipment		—			—			—			4,411
Restructuring cost ⁽¹⁾		—			—			41,807			3,021
Acquisition cost		—			158			—			1,273
Non-GAAP net loss attributable to Enovix shareholders	$	(20,954	)	$	(47,220	)	$	(128,409	)	$	(139,434	)

GAAP net loss per share attributable to Enovix, basic	$	(0.20	)	$	(0.36	)	$	(1.27	)	$	(1.35	)
GAAP weighted average number of common shares outstanding, basic		184,971,942			165,708,522			175,038,107			159,065,697

GAAP net loss per share attributable to Enovix, diluted	$	(0.20	)	$	(0.36	)	$	(1.27	)	$	(1.38	)
GAAP weighted average number of common shares outstanding, diluted		184,971,942			165,708,522			175,038,107			159,575,555

Non-GAAP net loss per share attributable to Enovix, basic	$	(0.11	)	$	(0.28	)	$	(0.73	)	$	(0.88	)
GAAP weighted average number of common shares outstanding, basic		184,971,942			165,708,522			175,038,107			159,065,697

Non-GAAP net loss per share attributable to Enovix, diluted	$	(0.11	)	$	(0.28	)	$	(0.73	)	$	(0.87	)
GAAP weighted average number of common shares outstanding, diluted		184,971,942			165,708,522			175,038,107			159,575,555

The MIL Network –

February 20, 2025

MIL-OSI: Stronghold Urges Stockholders to Follow the “FOR” Recommendation of ISS and Glass Lewis and Support the Pending Merger With Bitfarms at the Upcoming Special Meeting

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Feb. 19, 2025 (GLOBE NEWSWIRE) — Stronghold Digital Mining, Inc. (NASDAQ: SDIG) (“Stronghold”, the “Company”, or “we”) today announced that the world’s leading independent proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), have each recommended that Stronghold stockholders vote “FOR” the pending merger (the “Merger”) between Stronghold and Bitfarms Ltd. (NASDAQ/TSX: BITF) at the upcoming special meeting of the Company’s stockholders on February 27, 2025.

In its report dated February 14, 2025, ISS stated, “[T]he company’s sale process was thorough, cost savings are expected as a result of the transaction, and the share form of consideration will allow SDIG shareholders to participate in the upside potential of a larger entity. On balance, support for the transaction is warranted.”¹ In its report dated February 12, 2025, Glass Lewis also recommended support for the Merger.

Gregory Beard, Chief Executive Officer, President and Chairman of Stronghold said, “We are pleased both leading proxy advisory firms support our Board’s unanimous recommendation that shareholders vote “FOR” the pending merger at the upcoming special meeting.”

With the special meeting fast approaching on February 27, 2025, Stronghold would like to remind stockholders that their vote is very important regardless of the number of shares they own and urge all stockholders to vote by one of the methods described in the proxy statement before 11:59 p.m. Eastern Time on February 26, 2025.

Additional information on the Merger, including links to the joint prospectus/proxy statement, can be found at sec.gov. Stockholders who have questions about the joint prospectus/proxy statement or about voting their shares should contact Stronghold’s proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885 or via email at proxy@mackenziepartners.com.

About Stronghold Digital Mining, Inc.

Stronghold is a vertically integrated Bitcoin mining company with an emphasis on environmentally beneficial operations. Stronghold houses its miners at its wholly owned and operated Scrubgrass and Panther Creek plants, both of which are low-cost, environmentally beneficial coal refuse power generation facilities in Pennsylvania.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Bitfarms Ltd. (“Bitfarms”) and Stronghold, that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all, which may adversely affect Stronghold’s business and the price of its Class A common stock, par value $0.0001 per share; the failure to satisfy any of the conditions to the consummation of the acquisition of Stronghold by Bitfarms (the “Merger”), including obtaining required stockholder and regulatory approvals; pending or potential litigation relating to the Merger that has been or could be instituted against Stronghold, Bitfarms or their respective directors or officers, including the effects of any outcomes related thereto; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger agreement, including in circumstances requiring Stronghold to pay a termination fee; the effect of the announcement or pendency of the Merger on Stronghold’s business relationships, operating results and business generally; the risk that the Merger disrupts Stronghold’s current plans and operations; Stronghold’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business, in light of the Merger; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; risks related to diverting management’s attention from Stronghold’s ongoing business operations; certain restrictions during the pendency of the Merger that may impact Stronghold’s ability to pursue certain business opportunities or strategic transactions; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; those risks described in Section 4.19 of Bitfarms’ Annual Information Form for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to Bitfarms’ Annual Report on Form 40-F, as amended in Amendment No. 1 to the Form 40-F, filed with the SEC on December 9, 2024 (the “Amended 40-F”) Section 19 of Bitfarms’ restated Management’s Discussion and Analysis for the year ended December 31, 2023, filed with the SEC as Exhibit 99.3 to the Amended 40-F, Section 19 of Bitfarms’ restated Management’s Discussion and Analysis for the three and nine months ended September 30, 2024, filed with the SEC on December 9, 2024, as Exhibit 99.2 to Bitfarms’ Current Report on Form 6-K/A; those risks described in Item 1A of Stronghold’s Annual Report on Form 10-K, filed with the SEC on March 8, 2024, Item 1A of Stronghold’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 8, 2024, Item 1A of Stronghold’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on August 14, 2024, Item 1A of Stronghold’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, filed with the SEC on November 13, 2024, as amended pursuant to Form 10-Q/A, filed with the SEC on December 13, 2024, and subsequent reports on Forms 10-Q and 8-K; and those risks that are described in the registration statement on Form F-4 (File No. 333-282657) filed by Bitfarms with the SEC (the “registration statement”), which includes a proxy statement of Stronghold that also constitutes a prospectus of Bitfarms (the “proxy statement/prospectus”).

These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus included in the registration statement on Form F-4 filed with the SEC in connection with the proposed transaction. While the list of factors presented here and the list of factors to be presented in the registration statement on Form F-4 are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Neither Bitfarms nor Stronghold assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication nor the continued availability of this communication in archive form on Bitfarms’ or Stronghold’s website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Additional Information about the Merger and Where to Find It

This communication relates to a proposed merger between Stronghold and Bitfarms. In connection with the proposed merger, Bitfarms has filed the registration statement with the SEC. The registration statement was declared effective on January 28, 2025, and Stronghold mailed the proxy statement/prospectus to its stockholders on or about January 29, 2025. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other relevant documents Bitfarms and Stronghold has filed or will file with the SEC. Investors are urged to read the proxy statement/prospectus (including all amendments and supplements thereto) and other relevant documents filed with the SEC carefully and in their entirety if and when they become available because they contain important information about the proposed merger and related matters.

Investors may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by Bitfarms and Stronghold with the SEC, when they become available, through the website maintained by the SEC at www.sec.gov. Copies of the documents may also be obtained for free from Bitfarms by contacting Bitfarms’ Investor Relations Department at investors@bitfarms.com and from Stronghold by contacting Stronghold’s Investor Relations Department at SDIG@gateway-grp.com.

No Offer or Solicitation

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

Investor Contact:
Matt Glover
Gateway Group, Inc.
SDIG@gateway-grp.com
1-949-574-3860
Media Contact:
contact@strongholddigitalmining.com

___________________________
¹ Permission to use quotes was neither sought nor obtained.

The MIL Network –

February 20, 2025
MIL-OSI: Vimeo Q4 and Full Year 2024 Shareholder Letter Available on Company’s IR Site

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Feb. 19, 2025 (GLOBE NEWSWIRE) — Vimeo posted its fourth quarter and full year 2024 shareholder letter on the investor relations section of its website at https://www.vimeo.com/investors.

About Vimeo
Vimeo (NASDAQ: VMEO) is the world’s most innovative video experience platform. We enable anyone to create high-quality video experiences to better connect and bring ideas to life. We proudly serve our community of millions of users – from creative storytellers to globally distributed teams at the world’s largest companies – whose videos receive billions of views each month. Learn more at www.vimeo.com.

Contact Us

Vimeo Investor Relations
ir@vimeo.com

Vimeo Communications
Ronda Morra
press@vimeo.com

The MIL Network –

February 20, 2025
MIL-OSI: Valley National Bancorp Declares Its Regular Quarterly Preferred and Common Stock Dividends
Source: GlobeNewswire (MIL-OSI)

NEW YORK, Feb. 19, 2025 (GLOBE NEWSWIRE) — Valley National Bancorp (NASDAQ:VLY) (“Valley”), the holding company for Valley National Bank, announced today its regular preferred and common dividends. The declared quarterly dividends to shareholders of record on March 14, 2025 are as follows:
- A cash dividend of $0.390625 per share to be paid March 31, 2025 on Valley’s Non-Cumulative Perpetual Preferred Stock Series A;
- A cash dividend of $0.516197 per share to be paid March 31, 2025 on Valley’s Non-Cumulative Perpetual Preferred Stock Series B;
- A cash dividend of $0.515625 per share to be paid March 31, 2025 on Valley’s Non-Cumulative Perpetual Preferred Stock Series C; and
- A cash dividend of $0.11 per share will be paid April 1, 2025 on Valley’s common stock.
The common stock cash dividend amount per share was unchanged as compared to the previous quarter dividend. The common cash dividend should not be used as an indicator of future dividends to Valley’s common stockholders.

About Valley

As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with over $62 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates many convenient branch locations and commercial banking offices in New Jersey, New York, Florida, Alabama, California, and Illinois and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to www.valley.com or call our Customer Care Center at 800-522-4100.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about Valley’s business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “intend,” “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” “may,” “estimate,” “outlook,” “project,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Valley’s actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to those risk factors disclosed in Valley’s Annual Report on Form 10-K for the year ended December 31, 2023.

Contact: Travis Lan
Executive Vice President and
Interim Chief Financial Officer
(973) 686-5007

The MIL Network –
February 20, 2025
MIL-OSI: Old National Bancorp Announces Quarterly Dividends and Stock Repurchase Program

Source: GlobeNewswire (MIL-OSI)

EVANSVILLE, Ind., Feb. 19, 2025 (GLOBE NEWSWIRE) — (NASDAQ: ONB) – Old National Bancorp (the “Company” or “Old National”) today announced that its Board of Directors declared a quarterly cash dividend of $0.14 per share on the Company’s outstanding shares of common stock. This quarterly cash dividend will be payable on March 17, 2025, to shareholders of record as of the close of business on March 5, 2025.

In addition, the Board of Directors declared a quarterly cash dividend of $17.50 per share (equivalent to $0.4375 per depositary share or 1/40th interest per share) on Old National’s 7.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (NASDAQ: ONBPP) and Series C (NASDAQ: ONBPO). The dividends are payable on May 20, 2025, to shareholders of record as of the close of business on May 5, 2025.

The Company also announced today that its Board of Directors approved a stock repurchase program which authorizes the repurchase of up to $200 million of the Company’s common stock. Share repurchases under this program may be made from time to time on the open market, in privately negotiated transactions or through accelerated share repurchase programs in the discretion of, and at prices to be determined by, the Company. The program will be in effect until February 28, 2026.

ABOUT OLD NATIONAL

Old National Bancorp is the holding company of Old National Bank. As the sixth largest commercial bank headquartered in the Midwest, Old National proudly serves clients primarily in the Midwest and Southeast. With approximately $54 billion of assets and $30 billion of assets under management, Old National ranks among the top 30 banking companies headquartered in the United States. Tracing our roots to 1834, Old National focuses on building long-term, highly valued partnerships with clients while also strengthening and supporting the communities we serve. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services. For more information and financial data, please visit Investor Relations at oldnational.com. In 2024, Points of Light named Old National one of “The Civic 50” – an honor reserved for the 50 most community-minded companies in the United States.

Investor Relations:
Lynell Durchholz
(812) 464-1366
lynell.durchholz@oldnational.com

Media Relations:
Rick Vach
(904) 535-9489
rick.vach@oldnational.com

The MIL Network –

February 20, 2025
MIL-OSI: Chemung Financial Corporation Announces Dividend Increase

Source: GlobeNewswire (MIL-OSI)

ELMIRA, N.Y., Feb. 19, 2025 (GLOBE NEWSWIRE) — Chemung Financial Corporation (Nasdaq: CHMG) announced today that its Board of Directors has approved a dividend increase of $0.01 per share, equal to a quarterly cash dividend of $0.32 per share, payable on April 1, 2025, to common stock shareholders of record as of the close of business on March 18, 2025. This represents a dividend increase of 3.2%.

“As a result of our Corporation’s strong financial performance, we are pleased to reward our shareholders with an increase to the quarterly dividend,” stated Anders M. Tomson, President and CEO of Chemung Financial Corporation.

Chemung Financial Corporation is a $2.8 billion financial services holding company headquartered in Elmira, New York and operates 30 offices through its principal subsidiary, Chemung Canal Trust Company, a full-service community bank with full trust powers. Established in 1833, Chemung Canal Trust Company is the oldest locally-owned and managed community bank in New York State. Chemung Financial Corporation is also the parent of CFS Group, Inc., a financial services subsidiary offering non-traditional services including mutual funds, annuities, brokerage services, tax preparation services and insurance.

This press release may be found at www.chemungcanal.com

Category: Financial

Source: Chemung Financial Corp

Contact:
Scott T. Heffner
Senior Vice President, Director of Marketing
(607) 737-3706
Stheffner@chemungcanal.com

The MIL Network –

February 20, 2025

MIL-OSI: PDF Solutions to Acquire secureWISE to Expand the Reach of its Semiconductor Manufacturing Data Platform

Source: GlobeNewswire (MIL-OSI)

SANTA CLARA, Calif., Feb. 19, 2025 (GLOBE NEWSWIRE) — PDF Solutions, Inc. (Nasdaq: PDFS) today announced it has entered into a definitive agreement to acquire secureWISE, LLC, the most widely used secure, remote connectivity solution in the semiconductor manufacturing equipment industry, from Telit IOT Solutions Inc.

The secureWISE global network enables equipment manufacturers to bring up new equipment faster, provide operational support, and maximize the value derived from the equipment customers’ investments. It is currently used by over 100 equipment vendors to connect and control their tools located in over 190 semiconductor fabs and to manage the exchange of multiple petabytes of data annually.

PDF Solutions empowers semiconductor companies to maximize their manufacturing effectiveness. The PDF Solutions platform breaks down data silos to enable engineers to uncover critical relationships across manufacturing and design, resulting in better process control, product screening, and equipment operations.

As the semiconductor industry becomes more globally distributed, and as advanced devices rely on the integration of multiple chiplets into a single package, more collaboration and integration are required across the semiconductor industry. This collaboration needs to be executed securely with each participant controlling access to its intellectual property.

Today, secureWISE customers have built applications on top of the secureWISE network to deliver equipment analytics. PDF Solutions expects the acquisition to accelerate equipment makers’ ability to derive value from equipment data by enabling them to leverage PDF Solutions’ Exensio analytics software.

Beyond enabling equipment vendors to build equipment analytics at foundries, the acquisition of secureWISE is expected to dramatically expand the capability of PDF Solutions’ secure DEX OSAT network by allowing equipment makers, fab operators, and fabless companies to collaborate to optimize chip manufacturing and test.

“This acquisition extends PDF Solutions analytics for equipment makers and fabless to the factory manufacturing level, which allows them to generate value from AI,” said Dr. John Kibarian, President, CEO and co-founder of PDF Solutions. He continued, “We provide the leading analytics platform for semiconductor manufacturing, and with secureWISE, the PDF Solutions platform will also be able to help members of the semiconductor ecosystem collaborate through a secure, direct connection and control the manufacturing process down to the production equipment.”

Mike Dempsey, Vice President of secureWISE LLC, said, “We believe PDF Solutions is the ideal partner to accelerate secureWISE’s evolution, ensuring we remain at the forefront of industry trends and ahead of our customers’ needs. This acquisition will strengthen our ability to anticipate, pioneer, and integrate a far richer suite of security, collaboration, and analytics capabilities into our platform. As data exchange and collaboration become increasingly relevant to the semiconductor industry, this acquisition will better position secureWISE to deliver maximum long-term benefit to its customers who have invested in our platform.”

Under the terms of the definitive agreement, PDF Solutions will pay a cash amount of $130.0 million, subject to customary purchase price adjustments. The purchase price will be funded by a combination of cash on hand and $70M of new bank debt. The acquisition is subject to certain closing conditions and is expected to close in the first calendar quarter of 2025.

TD Securities (USA) LLC acted as financial advisor and Latham & Watkins LLP acted as legal advisor to PDF Solutions.

Updated Financial Outlook

John Kibarian, CEO and President of PDF Solutions, said, “Assuming the transaction closes in the first quarter of 2025, and with purchase accounting adjustments, we would expect to achieve a full year 2025 revenue growth rate between 21% to 23% on year-over-year basis. Given that, we also expect to achieve 2025 gross margin in line with our corporate gross margin, our target model 20% operating margin, and for EPS to be slightly accretive.”

Conference Call

PDF Solutions will discuss this announcement on a live conference call beginning at 3:00 p.m. Pacific Time / 6:00 p.m. Eastern Time today. To participate in the live call, analysts and investors should pre-register at: https://register.vevent.com/register/BI9abfc7eadb2245c5ba00c59922fe6c87.

Registrants will receive dial-in information and a unique passcode to access the call. We encourage participants to dial into the call ten minutes ahead of the scheduled time. The teleconference will also be webcast simultaneously on the Company’s website at https://ir.pdf.com/webcasts. A replay of the conference call webcast will be available after the call on the Company’s investor relations website. A copy of this press release will also be available on PDF Solutions’ website at News & PR Archives – PDF Solutions following the date of this release.

Forward-Looking Statements

The statements in this press release regarding the expected future financial results, benefits and synergies of the secureWISE acquisition on PDF Solution’s product offerings, and the expected closing of the secureWISE acquisition are forward looking and are subject to future events and circumstances. Actual results could differ materially from those expressed in these forward-looking statements. Risks and uncertainties that could cause results to differ materially include risks associated with: uncertainties with respect to the timing of the closing of the proposed transaction, including when and whether all conditions to closing will be satisfied; the failure of expected benefits from the proposed transaction to be realized or to be realized within the expected time period; uncertainties with respect to the future performance of secureWISE following an acquisition by PDF Solutions; PDF Solution’s ability to integrate secureWISE and its product and service offerings, the cost and schedule of new product development; continued adoption of the PDF Solution’s and secureWISE’s solutions by new and existing customers; the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the proposed transaction; potential adverse reactions or changes to business or employee relationships, including those resulting from the public announcement or consummation of the proposed transaction; the incurrence of significant transaction costs related to the proposed transaction; unknown or understated liabilities of secureWISE; and other risks set forth in PDF Solutions’ periodic public filings with the Securities and Exchange Commission, including, without limitation, its Annual Reports on Form 10-K, most recently filed for the year ended December 31, 2023, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and amendments to such reports. The forward-looking statements made herein are made as of the date hereof, and PDF Solutions does not assume any obligation to update such statements nor the reasons why actual results could differ materially from those projected in such statements.

About PDF Solutions

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

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

Headquartered in Santa Clara, California, PDF Solutions also operates worldwide in Canada, China, France, Germany, Italy, Japan, Korea, Sweden, and Taiwan. For the Company’s latest news and information, visit https://www.pdf.com.

About secureWISE

The secureWISE platform enables secure and controlled remote connectivity, collaboration and service enablement in the semiconductor industry. The secureWISE suite of products and services is designed to give OEM suppliers role-based, real-time and on-demand access to their equipment that is installed at the production facilities of their customers, to deliver valuable operational insights, mission-critical performance, substantial time and cost savings, and new service revenue opportunities. As the only remote access tool built around the ISMI guidelines, secureWISE is installed in over 90% of the world’s 300mm semiconductor fabs and also numerous solar and chemical plants across the globe. https://www.telit.com/iot-platforms-overview/telit-securewise/

PDF Solutions and the PDF Solutions logo are trademarks or registered trademarks of PDF Solutions, Inc. and/or its subsidiaries in the United States and other countries. Other trademarks used herein are the property of their owners.

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

The MIL Network –

February 20, 2025

MIL-OSI: TeraWulf Schedules Conference Call for Fourth Quarter and Year End 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

EASTON, Md., Feb. 19, 2025 (GLOBE NEWSWIRE) — TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, next-generation digital infrastructure powered by predominantly zero-carbon energy, today announced that it will hold its earnings conference call and webcast for the fourth quarter ended December 31, 2024 on Friday, February 28, 2025 at 8:00 a.m. Eastern Time.

A press release detailing these results will be issued prior to the call on the same day.

Conference Call Information

To participate in this event, please log on or dial in approximately 5 minutes before the beginning of the call.

Date: February 28, 2025
Time: 8:00 a.m. ET
Access ID: 13751951
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1709303&tp_key=90f2b11735
Dial in: 1-877-407-0789 or 1-201-689-8562
Call me™: https://callme.viavid.com/viavid/?callme=true&passcode=13748140&h=true&info=company&r=true&B=6

Participants can use the dial-in numbers listed above or click the Call me™ link for instant telephone access to the event. The Call me™ link will be available 15 minutes prior to the scheduled start time.

Replay Information

Dial-In: (844) 512-2921 or (412) 317-6671
Replay Expiration: Friday, March 14, 2025 at 11:59 PM ET
Access ID: 13751951

About TeraWulf

TeraWulf develops, owns, and operates environmentally sustainable, next-generation data center infrastructure in the United States, specifically designed for Bitcoin mining and high-performance computing. Led by a team of seasoned energy entrepreneurs, the Company owns and operates the Lake Mariner facility situated on the expansive site of a now retired coal plant in Western New York. Currently, TeraWulf generates revenue primarily through Bitcoin mining, leveraging predominantly zero-carbon energy sources, including nuclear and hydroelectric power. Committed to environmental, social, and governance (ESG) principles that align with its business objectives, TeraWulf aims to deliver industry-leading economics in mining and data center operations at an industrial scale.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) conditions in the cryptocurrency mining industry, including fluctuation in the market pricing of bitcoin and other cryptocurrencies, and the economics of cryptocurrency mining, including as to variables or factors affecting the cost, efficiency and profitability of cryptocurrency mining; (2) competition among the various providers of cryptocurrency mining services; (3) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates, including regulation regarding power generation, cryptocurrency usage and/or cryptocurrency mining, and/or regulation regarding safety, health, environmental and other matters, which could require significant expenditures; (4) the ability to implement certain business objectives and to timely and cost-effectively execute integrated projects; (5) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to growth strategies or operations; (6) loss of public confidence in bitcoin or other cryptocurrencies and the potential for cryptocurrency market manipulation; (7) adverse geopolitical or economic conditions, including a high inflationary environment; (8) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (9) the availability, delivery schedule and cost of equipment necessary to maintain and grow the business and operations of TeraWulf, including mining equipment and infrastructure equipment meeting the technical or other specifications required to achieve its growth strategy; (10) employment workforce factors, including the loss of key employees; (11) litigation relating to TeraWulf and/or its business; and (12) other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the SEC, which are available at www.sec.gov.

Investors:
Investors@terawulf.com

Media:
media@terawulf.com

The MIL Network –

February 20, 2025
MIL-OSI: Highlander Silver Announces $25 Million Bought Deal Private Placement of Common Shares

Source: GlobeNewswire (MIL-OSI)

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

TORONTO, Feb. 19, 2025 (GLOBE NEWSWIRE) — Highlander Silver Corp. (CSE: HSLV; “Highlander Silver” or the “Company”) is pleased to announce that it has entered into an agreement with Ventum Financial Corp. as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 17,857,200 common shares (the “Shares”) of the Company at a price of $1.40 per Share for aggregate gross proceeds of $25,000,080 (the “Offering”), excluding additional proceeds raised from the exercise of the Underwriters’ Option (defined below).

Certain members of the Board and management of Highlander Silver and members of the Lundin family have indicated their interest in participating in the Offering.

The Company intends to use the net proceeds from the Offering to fund the advancement of exploration activities at the Company’s San Luis gold-silver project in Peru, as well as for working capital and general corporate purposes.

The Company has agreed to grant the Underwriters an option (the “Underwriters’ Option”) which will allow the Underwriters to purchase up to an additional 15% of the Shares, on the same terms as the Offering. The Underwriters’ Option may be exercised in whole or in part up to 48 hours prior to the Closing Date (as defined below).

The Offering is scheduled to close on March 11, 2025 (the “Closing Date”), or such other date as the Company and the Underwriters may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.

The Shares (including any Shares issued pursuant to the Underwriters’ Option) will be offered on a private placement basis pursuant to exemptions from prospectus requirements under applicable securities laws, in all provinces of Canada, except Québec, and will be subject to a statutory hold period of four months and one day from the Closing Date.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

All currency references herein are to Canadian dollar unless otherwise stated.

About Highlander Silver

Highlander Silver is advancing a portfolio of silver exploration and development assets in the Americas, including the bonanza grade San Luis gold-silver project that is located adjacent to the Pierina mine in Central Peru. Highlander Silver is backed by the Augusta Group, which boasts an exceptional track record of value creation totaling over $4.5B in exit transactions, and supported by strategic shareholders, the Lundin Family and Eric Sprott. The Company is listed on the Canadian Securities Exchange (“CSE”) under the ticker symbol HSLV. Additional information about Highlander Silver and its mineral projects can be viewed on the Company’s SEDAR+ profile at (www.sedarplus.ca) and its website at www.highlandersilver.com.

Neither the CSE nor the Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this news release.

For further information, please contact:

Arun Lamba, Vice President Corporate Development

Email: alamba@highlandersilver.com

Cautionary Notes and Forward-looking Statements

Certain information contained in this news release constitutes “forward-looking information” under Canadian securities legislation. This includes, but is not limited to, information or statements with respect to the Offering, including statements with respect to the completion of the Offering and the anticipated closing date thereof; the expected receipt of regulatory and other approvals relating to the Offering; participants in the Offering; the expected proceeds of the Offering and the anticipated use of the net proceeds therefrom; the future exploration plans of the Company, timing of future exploration, anticipated results of exploration and potential mineralization of the Company’s mineral projects. Such forward looking information or statements can be identified by the use of words such as “believes”, “plans”, “suggests”, “targets” or “prospects” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “will” be taken, occur, or be achieved. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking information. Such factors include, among others, general business, economic, competitive, political and social uncertainties, the actual results of current exploration activities, changes in project parameters as plans continue to be refined, future prices of precious and base metals, accident, labour disputes and other risks of the mining industry, and delays in obtaining governmental approvals or financing. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this news release. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, except as required by applicable securities laws. Accordingly, the reader is cautioned not to place undue reliance on forward-looking information.

The MIL Network –

February 20, 2025

Media relations	Investor relations
Richard Mackillican	Yves Cormier
+31(0) 6 27411546	+31(0) 70 344 8028
richard.mackillican@aegon.com	yves.cormier@aegon.com

Contact:	Robert M. Leonard
	Executive Vice President
	(518) 381-3693


Contact:	Travis Lan Executive Vice President and Interim Chief Financial Officer (973) 686-5007