Category: GlobeNewswire

MIL-OSI: Matador Acquires 3.38 Bitcoin for CAD$500,000, Bringing Its Total Bitcoin (and Bitcoin Equivalent) Holdings to 64.69

Source: GlobeNewswire (MIL-OSI)

TORONTO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Matador Technologies Inc. (“Matador” or the “Company”) (TSXV: MATA) is pleased to announce that the Company has acquired an additional 3.38 bitcoin for CAD$500,000 (USD$347,022). The 3.38 bitcoin was acquired at an average price of USD$102,703 per bitcoin, inclusive of fees and expenses.

The Company intends to opportunistically acquire another USD$350,000 in Bitcoin in the near term. The acquisition of Bitcoin aligns with Matador’s long-term strategy to integrate Bitcoin as a core asset in its treasury and as the foundation for its forthcoming digital gold product.

Key Highlights:

Enhanced Bitcoin Holdings: With this latest acquisition, Matador now holds approximately 64.69 bitcoin (and Bitcoin equivalents), enhancing its corporate treasury and long-term capital preservation strategy.

Strong Financial Position: Matador operates with zero debt, holding all Bitcoin (and Bitcoin equivalent) assets free and clear. The Company also maintains cash reserves of approximately CAD$2.3 million and physical gold holdings of 2 kilograms (approximately CAD$264,000), reflecting prudent financial management aimed at sustaining long-term growth and stability.

Net Asset Value: Matador’s net asset value (NAV) continues to grow with its diversified portfolio of traditional and digital assets. Matador’s NAV is currently approximately CAD$13.6 million, strengthened by its debt-free structure, cash reserves, physical gold and Bitcoin holdings.

Digital Gold Product: Leveraging Bitcoin technology, Matador’s first gold product, slated for launch in Q1 2025, will combine the tangible value of physical gold with the security and reach of the Bitcoin blockchain.

The latest developments at Matador underscore the Company’s commitment to driving innovation at the intersection of traditional assets and digital technology. Matador’s continued efforts to bridge traditional assets like gold and new technologies reflect its commitment to delivering a secure, accessible platform for users of all backgrounds.

“Our vision has always been to bridge the gap between traditional finance and the digital future,” said Deven Soni, CEO of Matador. “With our robust financial foundation, innovative use of technology, and a focus on delivering value to our shareholders, we’re confident in our ability to lead the charge in redefining how people interact with traditional assets.”

As the Company prepares to launch its gold product in Q1 2025, Matador continues to strengthen its position as a pioneer in the digital asset ecosystem. Backed by a strong net asset value, zero debt, and a clear growth strategy, Matador is well-equipped to seize opportunities and deliver sustainable long-term value for its stakeholders.

Looking ahead, Matador remains focused on expanding its offerings, leveraging emerging technologies, and building a platform that integrates the reliability of traditional assets with the transformative potential of blockchain. The Company will continue to add Bitcoin and gold to its treasury through a strategic and disciplined approach to acquisition.

For additional information, please contact:

Media Contact:
Sunny Ray
President
Email: sunny@matador.network

Phone: 647-932-2668

About Matador Technologies Inc.
Matador Technologies Inc. is a digital gold platform leveraging blockchain technology to digitize real-world assets like gold. Focused on building innovative financial solutions, Matador is at the forefront of integrating blockchain technology to preserve and grow value. Matador’s digital gold platform aims to democratize the gold buying experience, combining the best of modern technology and time-proven assets, to create an app that will allow users to buy, sell, and store gold 24/7 in a fun and engaging way.

Cautionary Statement Regarding Forward-Looking Information

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including risks associated with the implementation of the Company’s treasury management strategy and the timing and nature of the launch of its mobile application as currently proposed or at all and the potential revenue generated therefrom. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including with respect to the potential acquisition of Bitcoin and/or US dollars, the pricing of such acquisitions and the timing of future operations and the receipt of all applicable regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

MIL-OSI: Amplify ETFs Declares January Income Distributions for its Income ETFs

Source: GlobeNewswire (MIL-OSI)

CHICAGO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Amplify ETFs announces January income distributions for its income ETFs.

ETF Name	Ticker	Amount per Share	Ex-Date	Record Date	Payable Date
Amplify Samsung SOFR ETF	SOFR	$0.36008	1/30/25	1/30/25	1/31/25
Amplify Bloomberg U.S. Treasury Target High Income ETF	TLTP	$0.23690	1/30/25	1/30/25	1/31/25
Amplify CWP Growth & Income ETF	QDVO	$0.19337	1/30/25	1/30/25	1/31/25
Amplify Cash Flow High Income ETF	HCOW	$0.17300	1/30/25	1/30/25	1/31/25
Amplify CWP Enhanced Dividend Income ETF	DIVO	$0.16940	1/30/25	1/30/25	1/31/25
Amplify CWP International Enhanced Dividend Income ETF	IDVO	$0.15595	1/30/25	1/30/25	1/31/25
Amplify Natural Resources Dividend Income ETF	NDIV	$0.13429	1/30/25	1/30/25	1/31/25
Amplify High Income ETF	YYY	$0.12000	1/30/25	1/30/25	1/31/25

About Amplify ETFs
Amplify ETFs, sponsored by Amplify Investments, has over $10 billion in assets across its suite of ETFs (as of 1/08/2025). Amplify ETFs delivers expanded investment opportunities for investors seeking growth, income, and risk-managed strategies across a range of actively managed and index-based ETFs. To learn more visit AmplifyETFs.com.

Sales Contact:
Amplify ETFs
855-267-3837
info@amplifyetfs.com

Media Contacts:
Gregory FCA for Amplify ETFs
Kerry Davis
610-228-2098
amplifyetfs@gregoryfca.com

This information is not intended to provide and should not be relied upon for accounting, legal or tax advice, or investment recommendations. To receive a distribution, you must be a registered shareholder of the fund on the record date. Distributions are paid to shareholders on the payment date. There is no guarantee that distributions will be made in the future. Your own trading will also generate tax consequences and transaction expenses. Past distributions are not indicative of future distributions. Please consult your tax professional or financial adviser for more information regarding your tax situation.

Carefully consider the Funds’ investment objectives, risk factors, charges, and expenses before investing. This and other information can be found in Amplify Funds’ statutory and summary prospectuses, which may be obtained at AmplifyETFs.com. Read the prospectuses carefully before investing.

Investing involves risk, including the possible loss of principal.

Amplify ETFs are distributed by Foreside Services, LLC.

MIL-OSI: Connectone Bancorp, Inc. Reports Fourth Quarter and Full-Year 2024 Results; Declares Common and Preferred Dividends

Source: GlobeNewswire (MIL-OSI)

ENGLEWOOD CLIFFS, N.J., Jan. 30, 2025 (GLOBE NEWSWIRE) — ConnectOne Bancorp, Inc. (Nasdaq: CNOB) (the “Company” or “ConnectOne”), parent company of ConnectOne Bank (the “Bank”), today reported net income available to common stockholders of $18.9 million for the fourth quarter of 2024 compared with $15.7 million for the third quarter of 2024 and $17.8 million for the fourth quarter of 2023. Diluted earnings per share were $0.49 for the fourth quarter of 2024 compared with $0.41 for the third quarter of 2024 and $0.46 for the fourth quarter of 2023. Full-year 2024 net income available to common stockholders was $67.8 million, compared to $81.0 million for the full-year 2023. Diluted earnings per share for the full-year 2024 were $1.76, compared with $2.07 for the full-year 2023. Return on average assets was 0.84%, 0.70% and 0.79% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively. Return on average tangible common equity was 8.27%, 6.93% and 8.18% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively.

Operating net income available to common stockholders, which excludes non-operating items, as set forth in the reconciliation of GAAP earnings to operating earnings included in the supplemental table attached hereto, was $20.2 million for the fourth quarter of 2024, $16.1 million for the third quarter of 2024 and $19.1 million for the fourth quarter of 2023. Operating diluted earnings per share were $0.52 for the fourth quarter of 2024, $0.42 for the third quarter of 2024 and $0.49 for the fourth quarter of 2023. Operating return on average assets was 0.90%, 0.72% and 0.84% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively. Operating return on average tangible common equity was 8.77%, 7.03% and 8.67% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively.

“I’m extremely pleased with ConnectOne’s fourth quarter 2024 financial results highlighted by a 20.5% quarter-over-quarter and an 6.2% year-over-year increase in quarterly net income available to common stockholders, significant margin expansion and growth in both loans and core deposits,” stated Frank Sorrentino, ConnectOne’s Chairman and Chief Executive Officer. “On a quarter-over-quarter basis, our loan portfolio grew by 2.0% while core deposits grew by 3.2%. The bank’s net interest margin improved by nearly 20 basis-points, benefiting from a more than 25 basis-point improvement in our cost of deposits. This improvement reflects an approximately 40% cycle-to-date beta on interest-bearing deposits and a 3.6% sequential quarterly increase in average noninterest-bearing demand deposits. Moreover, credit quality trends remain stable and, once again, tangible book value advanced despite higher longer-term interest rates.”

“As we move into 2025, we are experiencing strong operating momentum bolstered by improving industry fundamentals, favorable economic conditions, and a potentially more supportive regulatory environment. Importantly, the proposed merger with The First of Long Island Corporation is moving forward as planned. We’re well along in the merger process and anticipate the transaction to close in the second quarter of 2025.” Mr. Sorrentino added, “The strategic rationale behind this financially attractive transaction remains highly compelling, which will meaningfully enhance ConnectOne’s presence on Long Island and further our position as a premier New York Metro community bank. We are equally excited about the opportunity to serve The First of Long Island’s clients and to leverage the expertise of its team, creating a significantly enhanced platform for sustained growth at ConnectOne.”

Mr. Sorrentino concluded “Looking ahead, we remain focused and committed to our client-first culture and relationship banking model and are well-positioned to grow and strengthen our valuable franchise.”

Dividend Declarations

The Company announced that its Board of Directors declared a cash dividend on both its common stock and its outstanding preferred stock. A cash dividend on common stock of $0.18 per share will be paid on March 3, 2025, to common stockholders of record on February 18, 2025. A dividend of $0.328125 per depositary share, representing a 1/40^th interest in a share of the Company’s 5.25% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, will also be paid on March 3, 2025 to holders of record on February 18, 2025.

Operating Results

Fully taxable equivalent net interest income for the fourth quarter of 2024 was $64.7 million, an increase of $3.8 million, or 6.3%, from the third quarter of 2024, due to a 19 basis-point widening of the net interest margin to 2.86% from 2.67%. Average loans for the fourth quarter of 2024 remained essentially flat from the sequential third quarter, decreasing by $19.8 million, or 0.2%. The widening of the net interest margin was primarily due to a 27 basis-point decrease in the average costs of deposits, including noninterest-bearing deposits, partially offset by a 3 basis-point decline in the rate earned on interest-earning assets. The interest-earning asset rate for the fourth quarter of 2024 was strengthened by an increase in loan prepayment fees and recapture of nonaccrual loan interest. Excluding these aforementioned items, management estimates the net interest margin for the quarter would have been approximately 2.82%. The net interest margin, excluding any non-operating items, is expected to increase to more than 2.90% in the first quarter of 2025 as a result of further improvement in the cost of funds and the deployment of excess cash-on-hand.

Fully taxable equivalent net interest income for the fourth quarter of 2024 increased by $3.0 million, or 4.7%, from the fourth quarter of 2023. The increase from the fourth quarter of 2023 resulted primarily from a 15 basis-point widening in the net interest margin to 2.86% from 2.71%, partially offset by a $164.7 million, or 2.0%, decrease in average loans. The widening of the net interest margin for the fourth quarter of 2024 when compared to the fourth quarter of 2023 was primarily due to a 102 basis-point decrease in the average cost of borrowings, a 9 basis-point decrease in average cost of deposits, including noninterest-bearing deposits, and a 3 basis-point increase in the loan portfolio yield, partially offset by an increase in average cash balances during the fourth quarter of 2024.

Noninterest income was $3.7 million in the fourth quarter of 2024, $4.7 million in the third quarter of 2024 and $4.2 million in the fourth quarter of 2023. The $1.0 million decrease in noninterest income for the fourth quarter of 2024 when compared to the third quarter of 2024 was due to a $0.7 million decrease in net gains on equity securities, a $0.5 million decrease in BOLI income, primarily due to reduced death benefits, partially offset by a $0.2 million increase in net gains on sale of loans held-for-sale. The $0.5 million decrease in noninterest income for the fourth quarter of 2024 when compared to the fourth quarter of 2023 was due to a $0.9 million decrease in net gains on equity securities, partially offset a $0.3 million increase in other deposit, loan and other income and an increase in net gains on sale of loans held-for-sale of $0.1 million.

Noninterest expenses were $38.5 million for the fourth quarter of 2024, $38.6 million for the third quarter of 2024 and $37.8 million for the fourth quarter of 2023. The $0.1 million decrease in noninterest expenses for the fourth quarter of 2024 when compared to the third quarter of 2024 was primarily due to a $0.7 million decrease in salaries and employee benefits, a $0.2 million decrease in other expenses, a $0.1 million decrease in marketing and advertising expenses and a $0.1 million decrease in occupancy and equipment expense, partially offset by a $0.5 million charge related to a branch closing, a $0.3 million increase in professional and consulting expenses, a $0.1 million increase in merger expenses and a $0.1 million increase in information and technology communications.

The $0.7 million increase in noninterest expenses for the fourth quarter of 2024 when compared to the fourth quarter of 2023 was primarily due to a $0.9 million increase merger expenses, a $0.9 million increase in professional and consulting expenses, a $0.5 million increase in branch closing expenses, a $0.4 million increase in information technology and communications, a $0.2 million increase in salaries and employee benefits, a $0.1 million increase in marketing and advertising expenses and a $0.1 million increase in occupancy and equipment expenses, partially offset by decreases in FDIC insurance of $2.1 million and $0.3 million decrease in other expenses. The $0.9 million increase in merger expenses compared to the fourth quarter of 2023 was due to the planned merger with The First of Long Island Corporation. The $0.9 million increase in professional and consulting expenses was primarily due to increases in legal and audit accruals, as well as an increase in loan work-out expenses. The $0.5 million increase in branch closing expenses is due to the aforementioned branch closing. The $2.1 million decrease in FDIC insurance expense is due to the FDIC special assessment charge that was accrued during the fourth quarter of 2023.

Income tax expense was $6.1 million for the fourth quarter of 2024, $6.0 million for the third quarter of 2024 and $6.2 million for the fourth quarter of 2023. The effective tax rates for the fourth quarter of 2024, third quarter of 2024 and fourth quarter of 2023 were 23%, 26% and 24%, respectively. The effective tax rate for the fourth quarter reflects a year-end adjustment for the effective tax rate for the full-year 2024. Our projected tax rate for 2025 is in the range of 26%-27%.

Asset Quality

The provision for credit losses was $3.5 million for the fourth quarter of 2024, $3.8 million for the third quarter of 2024 and $2.7 million for the fourth quarter of 2023, reflecting loan growth, economic outlook and specific reserves. The provision for credit losses was $13.8 million for the full-year 2024 compared to $8.2 million for the full-year 2023. The increase in the full-year 2024 provision for credit losses when compared to the full-year 2023 was primarily due to increases in specific reserves, partially offset by a decrease in the level of general reserves.

Nonperforming assets, which includes nonaccrual loans and other real estate owned (the Bank had no other real estate owned during the periods reported), was $57.3 million as of December 31, 2024, $51.3 million as of September 30, 2024 and $52.5 million as of December 31, 2023. Nonperforming assets as a percentage of total assets was 0.58% as of December 31, 2024, 0.53% as of September 31, 2024 and 0.53% as of December 31, 2023. The ratio of nonaccrual loans to loans receivable was 0.69%, 0.63% and 0.63%, as of December 31, 2024, September 30, 2024 and December 31, 2023, respectively. The annualized net loan charge-offs ratio was 0.16% for the fourth quarter of 2024, 0.17% for the third quarter of 2024 and 0.43% for the fourth quarter of 2023. The allowance for credit losses represented 1.00%, 1.02%, and 0.98% of loans receivable as of December 31, 2024, September 31, 2024, and December 31, 2023, respectively. The allowance for credit losses as a percentage of nonaccrual loans was 144.3% as of December 31, 2024, 160.8% as of September 30, 2024 and 156.1% as of December 31, 2023. Criticized and classified loans as a percentage of loans receivable was 2.66% as of December 31, 2024, up from 2.23% as of September 30, 2024 and 1.35% as of December 31, 2023. Loans delinquent 30 to 89 days was 0.04% of loans receivable as of December 31, 2024, down from 0.16% as of September 30, 2024 and 0.30% as of December 31, 2023. The overall credit quality metrics of the Bank’s loan portfolio remain sound, with expected levels of charge-offs, nonaccruals, delinquencies, and classified loans expected to remain within historical ranges.

Selected Balance Sheet Items

The Company’s total assets were $9.880 billion as of December 31, 2024, compared to $9.856 billion as of December 31, 2023. Loans receivable were $8.275 billion as of December 31, 2024 and $8.345 billion as of December 31, 2023. Total deposits were $7.820 billion as of December 31, 2024 and $7.536 billion as of December 31, 2023.

The Company’s total stockholders’ equity was $1.242 billion as of December 31, 2024 and $1.217 billion as of December 31, 2023. The increase in total stockholders’ equity was primarily due to an increase in retained earnings of $40.5 million, partially offset by an increase in accumulated other comprehensive losses of approximately $12.7 million and an increase in treasury stock of approximately $5.8 million. As of December 31, 2024, the Company’s tangible common equity ratio and tangible book value per share were 9.49% and $23.92, respectively, compared to 9.25% and $23.14, respectively, as of December 31, 2023. Total goodwill and other intangible assets were $213.0 million as of December 31, 2024, and $214.2 million as of December 31, 2023.

Use of Non-GAAP Financial Measures

In addition to the results presented in accordance with Generally Accepted Accounting Principles (“GAAP”), ConnectOne routinely supplements its evaluation with an analysis of certain non-GAAP measures. ConnectOne believes these non-GAAP financial measures, in addition to the related GAAP measures, provide meaningful information to investors in understanding our operating performance and trends. These non-GAAP measures have inherent limitations and are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for an analysis of results reported under GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of non-GAAP financial measures disclosed in this earnings release to the comparable GAAP measures are provided in the accompanying tables.

Fourth Quarter 2024 Results Conference Call

Management will also host a conference call and audio webcast at 10:00 a.m. ET on January 30, 2025 to review the Company’s financial performance and operating results. The conference call dial-in number is 1 (646) 307-1963, access code 1691400. Please dial in at least five minutes before the start of the call to register. An audio webcast of the conference call will be available to the public, on a listen-only basis, via the “Investor Relations” link on the Company’s website https://www.ConnectOneBank.com or at http://ir.connectonebank.com.

A replay of the conference call will be available beginning at approximately 1:00 p.m. ET on Thursday, January 30, 2025 and ending on Thursday, February 6, 2025 by dialing 1 (609) 800-9909, access code 1691400. An online archive of the webcast will be available following the completion of the conference call at https://www.ConnectOneBank.com or at http://ir.connectonebank.com.

About ConnectOne Bancorp, Inc.

ConnectOne Bancorp, Inc., is a modern financial services company that operates, through its subsidiary, ConnectOne Bank, and the Bank’s fintech subsidiary, BoeFly, Inc. ConnectOne Bank is a high-performing commercial bank offering a full suite of banking & lending products and services that focus on small to middle-market businesses. BoeFly, Inc. is a fintech marketplace that connects borrowers in the franchise space with funding solutions through a network of partner banks. ConnectOne Bancorp, Inc. is traded on the Nasdaq Global Market under the trading symbol “CNOB,” and information about ConnectOne may be found at https://www.connectonebank.com.

This news release contains certain forward-looking statements which are based on certain assumptions and describe future plans, strategies, and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, those factors set forth in Item 1A – Risk Factors of the Company’s Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission, as supplemented by the Company’s subsequent filings with the U.S. Securities and Exchange Commission, and changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, changes in accounting principles and guidelines and the impact of the health emergencies and natural disasters on the Company, its employees and operations, and its customers. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Investor Contact:
William S. Burns
Senior Executive Vice President & CFO
201.816.4474: bburns@cnob.com

Media Contact:
Shannan Weeks
MikeWorldWide
732.299.7890: sweeks@mww.com


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(in thousands)

	December 31,			December 31,
		2024			2023
	(unaudited)
ASSETS
Cash and due from banks	$	57,816		$	61,421
Interest-bearing deposits with banks		298,672			181,293
Cash and cash equivalents		356,488			242,714

Investment securities		612,847			617,162
Equity securities		20,092			18,564

Loans held-for-sale		743			–

Loans receivable		8,274,810			8,345,145
Less: Allowance for credit losses – loans		82,685			81,974
Net loans receivable		8,192,125			8,263,171

Investment in restricted stock, at cost		40,449			51,457
Bank premises and equipment, net		28,447			30,779
Accrued interest receivable		45,498			49,108
Bank owned life insurance		243,672			237,644
Right of use operating lease assets		14,489			12,007
Goodwill		208,372			208,372
Core deposit intangibles		4,639			5,874
Other assets		111,739			118,751
Total assets	$	9,879,600		$	9,855,603

LIABILITIES
Deposits:
Noninterest-bearing	$	1,422,044		$	1,259,364
Interest-bearing		6,398,070			6,276,838
Total deposits		7,820,114			7,536,202
Borrowings		688,064			933,579
Subordinated debentures, net		79,944			79,439
Operating lease liabilities		15,498			13,171
Other liabilities		34,276			76,592
Total liabilities		8,637,896			8,638,983

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred stock		110,927			110,927
Common stock		586,946			586,946
Additional paid-in capital		36,347			33,182
Retained earnings		631,446			590,970
Treasury stock		(76,116	)		(70,296	)
Accumulated other comprehensive loss		(47,846	)		(35,109	)
Total stockholders’ equity		1,241,704			1,216,620
Total liabilities and stockholders’ equity	$	9,879,600		$	9,855,603


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except for per share data)

	Three Months Ended					Year Ended
	12/31/24			12/31/23		12/31/24		12/31/23
Interest income
Interest and fees on loans	$	118,346		$	120,636	$	477,859	$	453,992
Interest and dividends on investment securities:
Taxable		4,804			4,280		18,561		16,666
Tax-exempt		1,109			1,166		4,503		4,641
Dividends		959			912		4,349		3,662
Interest on federal funds sold and other short-term investments		2,815			1,963		12,617		11,104
Total interest income		128,033			128,957		517,889		490,065
Interest expense
Deposits		58,568			59,332		244,846		206,176
Borrowings		4,754			7,803		25,706		28,783
Total interest expense		63,322			67,135		270,552		234,959

Net interest income		64,711			61,822		247,337		255,106
Provision for credit losses		3,500			2,700		13,800		8,200
Net interest income after provision for credit losses		61,211			59,122		233,537		246,906

Noninterest income
Deposit, loan and other income		1,798			1,545		6,861		6,098
Income on bank owned life insurance		1,656			1,635		7,142		6,316
Net gains on sale of loans held-for-sale		597			472		2,723		1,704
Net losses (gains) on equity securities		(307	)		557		2		(117	)
Total noninterest income		3,744			4,209		16,728		14,001

Noninterest expenses
Salaries and employee benefits		22,244			22,010		90,053		88,223
Occupancy and equipment		2,818			2,708		11,615		10,884
FDIC insurance		1,800			3,900		7,200		8,365
Professional and consulting		2,449			1,587		8,447		7,547
Marketing and advertising		495			323		2,420		1,965
Information technology and communications		4,523			4,148		17,574		14,340
Merger expenses		863			–		1,605		–
Branch closing expenses		477			–		477		–
Amortization of core deposit intangibles		296			348		1,235		1,438
Other expenses		2,533			2,821		11,172		11,187
Total noninterest expenses		38,498			37,845		151,798		143,949

Income before income tax expense		26,457			25,486		98,467		116,958
Income tax expense		6,086			6,213		24,674		29,955
Net income		20,371			19,273		73,793		87,003
Preferred dividends		1,509			1,509		6,036		6,036
Net income available to common stockholders	$	18,862		$	17,764	$	67,757	$	80,967

Earnings per common share:
Basic	$	0.49		$	0.46	$	1.77	$	2.08
Diluted		0.49			0.46		1.76		2.07


ConnectOne’s management believes that the supplemental financial information, including non-GAAP measures provided below, is useful to investors. The non-GAAP measures should not be viewed as a substitute for financial results determined in accordance with GAAP, and are not necessarily comparable to non-GAAP financial measures presented by other companies.

CONNECTONE BANCORP, INC.
SUPPLEMENTAL GAAP AND NON-GAAP FINANCIAL MEASURES

	As of
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
Selected Financial Data	(dollars in thousands)
Total assets	$	9,879,600			$	9,639,603			$	9,723,731			$	9,853,964			$	9,855,603
Loans receivable:
Commercial	$	1,522,308			$	1,505,743			$	1,491,079			$	1,561,063			$	1,564,768
Commercial real estate		3,384,319				3,261,160				3,274,941				3,333,488				3,342,603
Multifamily		2,506,782				2,482,258				2,499,581				2,507,893				2,566,904
Commercial construction		616,246				616,087				639,168				646,593				620,496
Residential		249,691				250,249				256,786				254,214				256,041
Consumer		1,136				835				945				850				1,029
Gross loans		8,280,482				8,116,332				8,162,500				8,304,101				8,351,841
Net deferred loan fees		(5,672	)			(4,356	)			(4,597	)			(6,144	)			(6,696	)
Loans receivable		8,274,810				8,111,976				8,157,903				8,297,957				8,345,145
Loans held-for-sale		743				–				435				–				–
Total loans	$	8,275,553			$	8,111,976			$	8,158,338			$	8,297,957			$	8,345,145

Investment and equity securities	$	632,939			$	667,112			$	640,322			$	638,854			$	635,726
Goodwill and other intangible assets		213,011				213,307				213,604				213,925				214,246
Deposits:
Noninterest-bearing demand	$	1,422,044			$	1,262,568			$	1,268,882			$	1,290,523			$	1,259,364
Time deposits		2,557,200				2,614,187				2,593,165				2,623,391				2,531,371
Other interest-bearing deposits		3,840,870				3,647,350				3,713,967				3,674,740				3,745,467
Total deposits	$	7,820,114			$	7,524,105			$	7,576,014			$	7,588,654			$	7,536,202

Borrowings	$	688,064			$	742,133			$	756,144			$	877,568			$	933,579
Subordinated debentures (net of debt issuance costs)		79,944				79,818				79,692				79,566				79,439
Total stockholders’ equity		1,241,704				1,239,496				1,224,227				1,216,609				1,216,620

Quarterly Average Balances
Total assets	$	9,653,446			$	9,742,853			$	9,745,853			$	9,860,753			$	9,690,746
Loans receivable:
Commercial	$	1,487,850			$	1,485,777			$	1,517,446			$	1,552,360			$	1,510,634
Commercial real estate (including multifamily)		5,733,188				5,752,467				5,789,498				5,890,853				5,874,854
Commercial construction		631,022				628,740				652,227				637,993				630,468
Residential		250,589				252,975				254,284				252,965				253,200
Consumer		5,204				7,887				5,155				5,091				6,006
Gross loans		8,107,853				8,127,846				8,218,610				8,339,262				8,275,162
Net deferred loan fees		(4,727	)			(4,513	)			(5,954	)			(6,533	)			(6,894	)
Loans receivable		8,103,126				8,123,333				8,212,656				8,332,729				8,268,268
Loans held-for-sale		498				83				169				99				31
Total loans	$	8,103,624			$	8,123,416			$	8,212,825			$	8,332,828			$	8,268,299

Investment and equity securities	$	653,988			$	650,897			$	637,551			$	633,270			$	602,287
Goodwill and other intangible assets		213,205				213,502				213,813				214,133				214,472
Deposits:
Noninterest-bearing demand	$	1,304,699			$	1,259,912			$	1,256,251			$	1,254,201			$	1,248,132
Time deposits		2,478,163				2,625,329				2,587,706				2,567,767				2,495,091
Other interest-bearing deposits		3,838,575				3,747,427				3,721,167				3,696,374				3,747,093
Total deposits	$	7,621,437			$	7,632,668			$	7,565,124			$	7,518,342			$	7,490,316

Borrowings	$	648,300			$	717,586			$	787,256			$	947,003			$	823,123
Subordinated debentures (net of debt issuance costs)		79,862				79,735				79,609				79,483				79,356
Total stockholders’ equity		1,241,738				1,234,724				1,220,621				1,220,818				1,198,389

	Three Months Ended
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
	(dollars in thousands, except for per share data)
Net interest income	$	64,711			$	60,887			$	61,439			$	60,300			$	61,822
Provision for credit losses		3,500				3,800				2,500				4,000				2,700
Net interest income after provision for credit losses		61,211				57,087				58,939				56,300				59,122
Noninterest income
Deposit, loan and other income		1,798				1,817				1,654				1,592				1,545
Income on bank owned life insurance		1,656				2,145				1,677				1,664				1,635
Net gains on sale of loans held-for-sale		597				343				1,277				506				472
Net (losses) gains on equity securities		(307	)			432				(209	)			86				557
Total noninterest income		3,744				4,737				4,399				3,848				4,209
Noninterest expenses
Salaries and employee benefits		22,244				22,957				22,721				22,131				22,010
Occupancy and equipment		2,818				2,889				2,899				3,009				2,708
FDIC insurance		1,800				1,800				1,800				1,800				3,900
Professional and consulting		2,449				2,147				1,923				1,928				1,587
Marketing and advertising		495				635				613				677				323
Information technology and communications		4,523				4,464				4,198				4,389				4,148
Merger expenses		863				742				–				–				–
Branch closing expenses		477				–				–				–				–
Amortization of core deposit intangible		296				297				321				321				348
Other expenses		2,533				2,710				3,119				2,810				2,821
Total noninterest expenses		38,498				38,641				37,594				37,065				37,845

Income before income tax expense		26,457				23,183				25,744				23,083				25,486
Income tax expense		6,086				6,022				6,688				5,878				6,213
Net income		20,371				17,161				19,056				17,205				19,273
Preferred dividends		1,509				1,509				1,509				1,509				1,509
Net income available to common stockholders	$	18,862			$	15,652			$	17,547			$	15,696			$	17,764

Weighted average diluted common shares outstanding		38,519,581				38,525,484				38,448,594				38,511,747				38,651,391
Diluted EPS	$	0.49			$	0.41			$	0.46			$	0.41			$	0.46

Reconciliation of GAAP Net Income to Operating Net Income:
Net income	$	20,371			$	17,161			$	19,056			$	17,205			$	19,273
FDIC special assessment		–				–				–				–				2,100
Merger expenses		863				742				–				–				–
Branch closing expenses		477				–				–				–				–
Amortization of core deposit intangibles		296				297				321				321				348
Net losses (gains) on equity securities		307				(432	)			209				(86	)			(557	)
Tax impact of adjustments		(585	)			(171	)			(149	)			(66	)			(569	)
Operating net income	$	21,729			$	17,597			$	19,437			$	17,374			$	20,595
Preferred dividends		1,509				1,509				1,509				1,509				1,509
Operating net income available to common stockholders	$	20,220			$	16,088			$	17,928			$	15,865			$	19,086

Operating diluted EPS (non-GAAP) ⁽¹⁾	$	0.52			$	0.42			$	0.47			$	0.41			$	0.49

Return on Assets Measures
Average assets	$	9,653,446			$	9,742,853			$	9,745,853			$	9,860,753			$	9,690,746
Return on avg. assets		0.84		%		0.70		%		0.79		%		0.70		%		0.79		%
Operating return on avg. assets (non-GAAP) ⁽²⁾		0.90				0.72				0.80				0.71				0.84

⁽¹⁾ Operating net income available to common stockholders divided by weighted average diluted shares outstanding.
⁽²⁾ Operating net income divided by average assets.

	Three Months Ended
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
Return on Equity Measures	(dollars in thousands)
Average stockholders’ equity	$	1,241,738			$	1,234,724			$	1,220,621			$	1,220,818			$	1,198,389
Less: average preferred stock		(110,927	)			(110,927	)			(110,927	)			(110,927	)			(110,927	)
Average common equity	$	1,130,811			$	1,123,797			$	1,109,694			$	1,109,891			$	1,087,462
Less: average intangible assets		(213,205	)			(213,502	)			(213,813	)			(214,133	)			(214,472	)
Average tangible common equity	$	917,606			$	910,295			$	895,881			$	895,758			$	872,990
Return on avg. common equity (GAAP)		6.64		%		5.54		%		6.36		%		5.69		%		6.48		%
Operating return on avg. common equity (non-GAAP) ⁽³⁾		7.11				5.70				6.50				5.75				6.96
Return on avg. tangible common equity (non-GAAP) ⁽⁴⁾		8.27				6.93				7.98				7.15				8.18
Operating return on avg. tangible common equity (non-GAAP) ⁽⁵⁾		8.77				7.03				8.05				7.12				8.67

Efficiency Measures
Total noninterest expenses	$	38,498			$	38,641			$	37,594			$	37,065			$	37,845
FDIC special assessment		–				–				–				–				(2,100	)
Merger expenses		(863	)			(742	)			–				–				–
Branch closing expenses		(477	)			–				–				–				–
Amortization of core deposit intangibles		(296	)			(297	)			(321	)			(321	)			(348	)
Operating noninterest expense	$	36,862			$	37,602			$	37,273			$	36,744			$	35,397

Net interest income (tax equivalent basis)	$	65,593			$	61,710			$	62,255			$	61,111			$	62,627
Noninterest income		3,744				4,737				4,399				3,848				4,209
Net losses (gains) on equity securities		307				(432	)			209				(86	)			(557	)
Operating revenue	$	69,644			$	66,015			$	66,863			$	64,873			$	66,279

Operating efficiency ratio (non-GAAP) ⁽⁶⁾		52.9		%		57.0		%		55.7		%		56.6		%		53.4		%

Net Interest Margin
Average interest-earning assets	$	9,117,201			$	9,206,038			$	9,210,050			$	9,323,291			$	9,172,165
Net interest income (tax equivalent basis)		65,593				61,710				62,255				61,111				62,627
Net interest margin (GAAP)		2.86		%		2.67		%		2.72		%		2.64		%		2.71		%

⁽³⁾ Operating net income available to common stockholders divided by average common equity.
⁽⁴⁾ Net income available to common stockholders, excluding amortization of intangible assets, divided by average tangible common equity.
⁽⁵⁾ Operating net income available to common stockholders, divided by average tangible common equity.
⁽⁶⁾ Operating noninterest expense divided by operating revenue.

	As of
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
Capital Ratios and Book Value per Share	(dollars in thousands, except for per share data)
Stockholders equity	$	1,241,704			$	1,239,496			$	1,224,227			$	1,216,609			$	1,216,620
Less: preferred stock		(110,927	)			(110,927	)			(110,927	)			(110,927	)			(110,927	)
Common equity	$	1,130,777			$	1,128,569			$	1,113,300			$	1,105,682			$	1,105,693
Less: intangible assets		(213,011	)			(213,307	)			(213,604	)			(213,925	)			(214,246	)
Tangible common equity	$	917,766			$	915,262			$	899,696			$	891,757			$	891,447

Total assets	$	9,879,600			$	9,639,603			$	9,723,731			$	9,853,964			$	9,855,603
Less: intangible assets		(213,011	)			(213,307	)			(213,604	)			(213,925	)			(214,246	)
Tangible assets	$	9,666,589			$	9,426,296			$	9,510,127			$	9,640,039			$	9,641,357

Common shares outstanding		38,370,317				38,368,217				38,365,069				38,333,053				38,519,770

Common equity ratio (GAAP)		11.45		%		11.71		%		11.45		%		11.22		%		11.22		%
Tangible common equity ratio (non-GAAP) ⁽⁷⁾		9.49				9.71				9.46				9.25				9.25

Regulatory capital ratios (Bancorp):
Leverage ratio		11.33		%		11.10		%		10.97		%		10.73		%		10.86		%
Common equity Tier 1 risk-based ratio		10.97				11.07				10.90				10.70				10.62
Risk-based Tier 1 capital ratio		12.29				12.42				12.25				12.03				11.95
Risk-based total capital ratio		14.11				14.29				14.10				13.88				13.77

Regulatory capital ratios (Bank):
Leverage ratio		11.66		%		11.43		%		11.29		%		11.10		%		11.20		%
Common equity Tier 1 risk-based ratio		12.63				12.79				12.60				12.43				12.31
Risk-based Tier 1 capital ratio		12.63				12.79				12.60				12.43				12.31
Risk-based total capital ratio		13.60				13.77				13.58				13.41				13.28

Book value per share (GAAP)	$	29.47			$	29.41			$	29.02			$	28.84			$	28.70
Tangible book value per share (non-GAAP) ⁽⁸⁾		23.92				23.85				23.45				23.26				23.14

Net Loan Charge-offs (Recoveries):
Net loan charge-offs (recoveries):
Charge-offs	$	3,363			$	3,559			$	3,595			$	3,185			$	8,960
Recoveries		(29	)			(53	)			(324	)			(23	)			–
Net loan charge-offs	$	3,334			$	3,506			$	3,271			$	3,162			$	8,960
Net loan charge-offs as a % of average loans receivable (annualized)		0.16		%		0.17		%		0.16		%		0.15		%		0.43		%

Asset Quality
Nonaccrual loans	$	57,310			$	51,300			$	46,026			$	47,438			$	52,524
Other real estate owned		–				–				–				–				–
Nonperforming assets	$	57,310			$	51,300			$	46,026			$	47,438			$	52,524

Allowance for credit losses – loans (“ACL”)	$	82,685			$	82,494			$	82,077			$	82,869			$	81,974
Loans receivable		8,274,810				8,111,976				8,157,903				8,297,957				8,345,145

Nonaccrual loans as a % of loans receivable		0.69		%		0.63		%		0.56		%		0.57		%		0.63		%
Nonperforming assets as a % of total assets		0.58				0.53				0.47				0.48				0.53
ACL as a % of loans receivable		1.00				1.02				1.01				1.00				0.98
ACL as a % of nonaccrual loans		144.3				160.8				178.3				174.7				156.1

⁽⁷⁾ Tangible common equity divided by tangible assets
⁽⁸⁾ Tangible common equity divided by common shares outstanding at period-end


CONNECTONE BANCORP, INC.
NET INTEREST MARGIN ANALYSIS
(dollars in thousands)

	For the Quarter Ended
	December 31, 2024								September 30, 2024									December 31, 2023
	Average									Average									Average
Interest-earning assets:	Balance			Interest			Rate ⁽⁷⁾			Balance			Interest			Rate ⁽⁷⁾			Balance			Interest			Rate ⁽⁷⁾
Investment securities ^{(1) (2)}	$	736,131		$	6,207		3.35	%		$	736,946		$	6,157		3.32	%		$	723,433		$	5,757		3.16	%
Loans receivable and loans held-for-sale ^{(2) (3) (4)}		8,103,624			118,934		5.84				8,123,416			119,805		5.87				8,268,299			121,130		5.81
Federal funds sold and interest-
bearing deposits with banks		238,957			2,815		4.69				304,009			4,056		5.31				134,168			1,963		5.80
Restricted investment in bank stock		38,489			959		9.91				41,667			1,048		10.01				46,265			912		7.82
Total interest-earning assets		9,117,201			128,915		5.63				9,206,038			131,066		5.66				9,172,165			129,762		5.61
Allowance for credit losses		(83,938	)								(83,355	)								(88,861	)
Noninterest-earning assets		620,183									620,170									607,442
Total assets	$	9,653,446								$	9,742,853								$	9,690,746

Interest-bearing liabilities:
Time deposits	$	2,478,163			27,374		4.39			$	2,625,329			30,245		4.58			$	2,495,091			26,486		4.21
Other interest-bearing deposits		3,838,575			31,194		3.23				3,747,427			33,540		3.56				3,747,093			32,846		3.48
Total interest-bearing deposits		6,316,738			58,568		3.69				6,372,756			63,785		3.98				6,242,184			59,332		3.77

Borrowings		648,300			3,430		2.10				717,586			4,239		2.35				823,123			6,467		3.12
Subordinated debentures, net		79,862			1,305		6.50				79,735			1,312		6.55				79,356			1,313		6.56
Finance lease		1,280			19		5.91				1,349			20		5.90				1,546			23		5.90
Total interest-bearing liabilities		7,046,180			63,322		3.58				7,171,426			69,356		3.85				7,146,209			67,135		3.73

Noninterest-bearing demand deposits		1,304,699									1,259,912									1,248,132
Other liabilities		60,829									76,791									98,016
Total noninterest-bearing liabilities		1,365,528									1,336,703									1,346,148
Stockholders’ equity		1,241,738									1,234,724									1,198,389
Total liabilities and stockholders’ equity	$	9,653,446								$	9,742,853								$	9,690,746

Net interest income (tax equivalent basis)					65,593									61,710									62,627
Net interest spread ⁽⁵⁾							2.05	%								1.82	%								1.89	%

Net interest margin ⁽⁶⁾							2.86	%								2.67	%								2.71	%

Tax equivalent adjustment					(882	)								(823	)								(805	)
Net interest income				$	64,711								$	60,887								$	61,822

⁽¹⁾ Average balances are calculated on amortized cost.
⁽²⁾ Interest income is presented on a tax equivalent basis using 21% federal tax rate.
⁽³⁾ Includes loan fee income.
⁽⁴⁾ Loans include nonaccrual loans.
⁽⁵⁾ Represents difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities and is presented on a tax equivalent basis.
⁽⁶⁾ Represents net interest income on a tax equivalent basis divided by average total interest-earning assets.
⁽⁷⁾ Rates are annualized.

MIL-OSI: Allegro MicroSystems Reports Third Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

MANCHESTER, N.H., Jan. 30, 2025 (GLOBE NEWSWIRE) — Allegro MicroSystems, Inc. (“Allegro” or the “Company”) (Nasdaq: ALGM), a global leader in power and sensing semiconductor solutions for motion control and energy efficient systems, today announced financial results for its third quarter ended December 27, 2024.

“We delivered on our commitments with third quarter sales of $178 million and non-GAAP EPS of $0.07, both above the midpoint of our guidance,” said Vineet Nargolwala, President and CEO of Allegro. “During the quarter, we introduced a record number of new magnetic sensing and power products to the market, further expanding our differentiated portfolios. This increasing velocity further solidifies our market leadership and positions us well for above market growth.”

Third Quarter Financial Highlights:

In thousands, except per share data	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net Sales
Automotive	$	130,066		$	141,893		$	194,764		$	403,143		$	577,515
Industrial and other		47,806			45,498			60,220			129,039			231,271
Total net sales	$	177,872		$	187,391		$	254,984		$	532,182		$	808,786
GAAP Financial Measures
Gross margin %		45.7	%		45.7	%		52.5	%		45.4	%		55.8	%
Operating margin %		—	%		2.2	%		14.4	%		(1.2	)%		22.3	%
Diluted EPS	$	(0.04	)	$	(0.18	)	$	0.17		$	(0.31	)	$	0.82
Non-GAAP Financial Measures
Gross margin %		49.1	%		48.8	%		54.6	%		48.9	%		57.0	%
Operating margin %		10.8	%		11.7	%		27.2	%		9.6	%		29.8	%
Diluted EPS	$	0.07		$	0.08		$	0.32		$	0.18		$	1.11

Business Outlook

For the fourth quarter of fiscal year 2025 ending March 28, 2025, the Company expects total net sales to be in the range of $180 million to $190 million.

The Company also estimates the following results on a non-GAAP basis:

Gross Margin is expected to be between 46% and 48%, which contemplates the impact of annual pricing agreements ahead of cost reductions, as well as higher capacity charges resulting from adjusted production levels in the quarter,
Operating expenses are expected to increase by approximately 5% sequentially to $72 million, primarily due to annual payroll tax resets,
As a result of the expected repricing of the term loan and anticipated $30 million Q4 debt repayment, the Company now expects Interest Expense to be approximately $6 million, and
Diluted Earnings per Share are expected to be between $0.03 and $0.07.

Allegro has not provided a reconciliation of its fourth fiscal quarter outlook for non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Interest Expense, and non-GAAP Diluted Earnings per Share because estimates of all of the reconciling items cannot be provided without unreasonable efforts. It is difficult to reasonably provide a forward-looking estimate between such forward-looking non-GAAP measures and the comparable forward-looking U.S. generally accepted accounting principles (“GAAP”) measures. Certain factors that are materially significant to Allegro’s ability to estimate these items are out of its control and/or cannot be reasonably predicted.

Earnings Webcast

A webcast will be held on Thursday, January 30, 2025 at 8:30 a.m., Eastern Time. Vineet Nargolwala, President and Chief Executive Officer, and Derek P. D’Antilio, Executive Vice President and Chief Financial Officer, will discuss Allegro’s business and financial results.

The webcast will be available on the Investor Relations section of the Company’s website at investors.allegromicro.com. A recording of the webcast will be posted in the same location shortly after the call concludes and will be available for at least 90 days.

About Allegro MicroSystems

Allegro MicroSystems is a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific analog power ICs enabling emerging technologies in the automotive and industrial markets. Allegro’s diverse product portfolio provides efficient and reliable solutions for the electrification of vehicles, automotive ADAS safety features, automation for Industry 4.0 and power saving technologies for data centers and clean energy applications.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release including statements regarding our future results of operations and financial position, business strategy, prospective products and the plans and objectives of management for future operations, including, among others, statements regarding the liquidity, growth and profitability strategies and factors affecting our business are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “would,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance or achievements, and one should avoid placing undue reliance on such statements.

Forward-looking statements are based on our management’s current expectations, beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 29, 2024, as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties include, but are not limited to: downturns or volatility in general economic conditions; our ability to compete effectively, expand our market share and increase our net sales and profitability; our reliance on a limited number of third-party semiconductor wafer fabrication facilities and suppliers of other materials; any failure to adjust purchase commitments and inventory management based on changing market conditions or customer demand; shifts in our product mix, customer mix or channel mix, which could negatively impact our gross margin; the cyclical nature of the semiconductor industry, including the analog segment in which we compete; any downturn or disruption in the automotive market or industry; our ability to successfully integrate the acquisition of other companies or technologies and products into our business; our ability to compensate for decreases in average selling prices of our products and increases in input costs; our ability to manage any sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products; our ability to accurately predict our quarterly net sales and operating results and meet the expectations of investors; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; events beyond our control impacting us, our key suppliers or our manufacturing partners; our ability to develop new product features or new products in a timely and cost-effective manner; our ability to manage growth; any slowdown in the growth of our end markets; the loss of one or more significant customers; our ability to meet customers’ quality requirements; uncertainties related to the design win process and our ability to recover design and development expenses and to generate timely or sufficient net sales or margins; changes in government trade policies, including the imposition of export restrictions and tariffs; our exposures to warranty claims, product liability claims and product recalls; our dependence on international customers and operations; the availability of rebates, tax credits and other financial incentives on end-user demands for certain products; risks, liabilities, costs and obligations related to governmental regulations and other legal obligations, including export/trade control, privacy, data protection, information security, cybersecurity, consumer protection, environmental and occupational health and safety, antitrust, anti-corruption and anti-bribery, product safety, environmental protection, employment matters and tax; the volatility of currency exchange rates; our ability to raise capital to support our growth strategy; our indebtedness may limit our flexibility to operate our business; our ability to effectively manage our growth and to retain key and highly skilled personnel; our ability to protect our proprietary technology and inventions through patents or trade secrets; our ability to commercialize our products without infringing third-party intellectual property rights; disruptions or breaches of our information technology systems or confidential information or those of our third-party service providers; our principal stockholder continues to have influence over us; anti-takeover provisions in our organizational documents and under the General Corporation Law of the State of Delaware; any failure to design, implement or maintain effective internal control over financial reporting; changes in tax rates or the adoption of new tax legislation; the negative impacts of sustained inflation on our business; the physical, transition and litigation risks presented by climate change; and other events beyond our control. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

You should read this press release and the documents that we reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements speak only as of the date of this press release, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances or otherwise.

This press release includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial measures are provided in addition to, and not as a substitute for or superior to measures of, financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their most directly comparable GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the presented non-GAAP financial measures as tools for comparison.

This press release may not be reproduced, forwarded to any person or published, in whole or in part.

ALLEGRO MICROSYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (Unaudited)

	Three-Month Period Ended						Nine-Month Period Ended
	December 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
Net sales	$	177,872		$	254,984		$	532,182		$	808,786
Cost of goods sold		96,657			121,156			290,534			357,505
Gross profit		81,215			133,828			241,648			451,281
Operating expenses:
Research and development		43,317			44,396			132,031			130,799
Selling, general and administrative		37,939			52,746			116,221			140,135
Total operating expenses		81,256			97,142			248,252			270,934
Operating (loss) income		(41	)		36,686			(6,604	)		180,347
Interest and other (expense) income		(7,561	)		(315	)		(25,902	)		(2,801	)
Loss on change in fair value of forward repurchase contract		—			—			(34,752	)		—
(Loss) income before income taxes		(7,602	)		36,371			(67,258	)		177,546
Income tax (benefit) provision		(803	)		2,969			(9,233	)		17,584
Net (loss) income		(6,799	)		33,402			(58,025	)		159,962
Net income attributable to non-controlling interests		61			57			185			150
Net (loss) income attributable to Allegro MicroSystems, Inc.	$	(6,860	)	$	33,345		$	(58,210	)	$	159,812
Net (loss) income per common share attributable to Allegro MicroSystems, Inc.:
Basic	$	(0.04	)	$	0.17		$	(0.31	)	$	0.83
Diluted	$	(0.04	)	$	0.17		$	(0.31	)	$	0.82
Weighted average shares outstanding:
Basic		184,011,189			192,724,541			188,886,583			192,384,315
Diluted		184,011,189			194,570,380			188,886,583			194,925,040

Supplemental Schedule of Total Net Sales

The following table summarizes total net sales by market within the Company’s unaudited condensed consolidated statements of operations:

	Three-Month Period Ended				Change						Nine-Month Period Ended				Change
	December 27, 2024		December 29, 2023		Amount			%			December 27, 2024		December 29, 2023		Amount			%
	(Dollars in thousands)										(Dollars in thousands)
Automotive	$	130,066	$	194,764	$	(64,698	)		(33	)%	$	403,143	$	577,515	$	(174,372	)		(30	)%
Industrial and other		47,806		60,220		(12,414	)		(21	)%		129,039		231,271		(102,232	)		(44	)%
Total net sales	$	177,872	$	254,984	$	(77,112	)		(30	)%	$	532,182	$	808,786	$	(276,604	)		(34	)%

ALLEGRO MICROSYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)

	December 27,			March 29,
	2024 (Unaudited)			2024
Assets
Current assets:
Cash and cash equivalents	$	138,452		$	212,143
Restricted cash		10,510			10,018
Trade accounts receivable, net		83,805			118,508
Inventories		193,140			162,302
Prepaid income taxes		36,037			31,908
Prepaid expenses and other current assets		33,683			33,584
Current portion of related party notes receivable		—			3,750
Total current assets		495,627			572,213
Property, plant and equipment, net		320,975			321,175
Deferred income tax assets		65,398			54,496
Goodwill		202,101			202,425
Intangible assets, net		261,553			276,854
Related party notes receivable, less current portion		—			4,688
Equity investment in related party		30,914			26,727
Other assets		65,172			72,025
Total assets	$	1,441,740		$	1,530,603
Liabilities, Non-Controlling Interests and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	39,685		$	35,964
Amounts due to related party		2,102			1,626
Accrued expenses and other current liabilities		57,751			76,389
Current portion of long-term debt		1,374			3,929
Total current liabilities		100,912			117,908
Long-term debt		374,729			249,611
Other long-term liabilities		31,673			31,368
Total liabilities		507,314			398,887
Commitments and contingencies
Stockholders’ Equity:
Preferred stock		—			—
Common stock		1,840			1,932
Additional paid-in capital		1,004,080			694,332
(Accumulated deficit) retained earnings		(38,791	)		463,012
Accumulated other comprehensive loss		(34,084	)		(28,841	)
Equity attributable to Allegro MicroSystems, Inc.		933,045			1,130,435
Non-controlling interests		1,381			1,281
Total stockholders’ equity		934,426			1,131,716
Total liabilities, non-controlling interests and stockholders’ equity	$	1,441,740		$	1,530,603

ALLEGRO MICROSYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)

	Three-Month Period Ended						Nine-Month Period Ended
	December 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
Cash flows from operating activities:
Net (loss) income	$	(6,799	)	$	33,402		$	(58,025	)	$	159,962
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		16,123			20,195			48,578			49,548
Amortization of deferred financing costs		694			185			1,781			292
Deferred income taxes		(3,751	)		(10,119	)		(11,546	)		(28,253	)
Stock-based compensation		10,588			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			—			34,752			—
Provisions for inventory and expected credit losses		3,031			429			7,519			9,851
Change in fair value of marketable securities		—			—			—			3,579
Other non-cash reconciling items		68			(25	)		6,645			18
Changes in operating assets and liabilities:
Trade accounts receivable		(7,061	)		5,081			34,356			(2,564	)
Inventories		(19,243	)		11,312			(38,074	)		(19,909	)
Prepaid expenses and other assets		14,407			7,368			(1,401	)		(13,085	)
Trade accounts payable		(8,203	)		(12,299	)		5,467			(9,604	)
Due to and from related parties		(3,568	)		705			564			6,817
Accrued expenses and other current and long-term liabilities		(4,469	)		9,404			(21,307	)		(20,540	)
Net cash (used in) provided by operating activities		(8,183	)		76,558			41,560			168,951
Cash flows from investing activities:
Purchases of property, plant and equipment		(13,615	)		(34,399	)		(34,564	)		(110,500	)
Acquisition of business, net of cash acquired		319			(408,119	)		319			(408,119	)
Sales of marketable securities		—			—			—			16,175
Net cash used in investing activities		(13,296	)		(442,518	)		(34,245	)		(502,444	)
Cash flows from financing activities:
Net proceeds from Refinanced 2023 Term Loan Facility		—			—			193,483			—
Repayment of 2023 Term Loan Facility		(25,000	)		—			(75,000	)		—
Borrowings of senior secured debt, net of deferred financing costs		—			245,452			—			245,452
Repayment of 2020 Term Loan Facility		—			(25,000	)		—			(25,000	)
Repayments of other debt		—			(743	)		—			(743	)
Finance lease payments		(318	)		—			(703	)		—
Receipts on related party notes receivable		—			938			1,875			2,813
Payments for taxes related to net share settlement of equity awards		(483	)		(10,732	)		(12,780	)		(24,823	)
Proceeds from issuance of common stock under employee stock purchase plan		—			—			1,987			1,899
Repurchases of common stock		(116	)		—			(853,921	)		—
Net proceeds from issuance of common stock		—			—			665,850			—
Payment of debt issuance costs		—			—			—			(1,450	)
Net cash (used in) provided by financing activities		(25,917	)		209,915			(79,209	)		198,148
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(2,680	)		1,349			(1,305	)		375
Net (decrease) increase in cash and cash equivalents and restricted cash		(50,076	)		(154,696	)		(73,199	)		(134,970	)
Cash and cash equivalents and restricted cash at beginning of period		199,038			378,431			222,161			358,705
Cash and cash equivalents and restricted cash at end of period:	$	148,962		$	223,735		$	148,962		$	223,735

Non-GAAP Financial Measures

In addition to the measures presented in our condensed consolidated financial statements, we regularly review other measures, defined as non-GAAP financial measures by the SEC, to evaluate our business, measure our performance, identify trends, prepare financial forecasts and make strategic decisions. The key measures we consider are non-GAAP Gross Profit, non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Operating Income, non-GAAP Operating Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP Profit before Tax, non-GAAP Income Tax Provision, non-GAAP Effective Tax Rate, non-GAAP Net Income Attributable to Allegro MicroSystems, Inc, non-GAAP Basic and Diluted Earnings per Share, non-GAAP Free Cash Flow, and non-GAAP Free Cash Flow as percentage of net sales (collectively, the “Non-GAAP Financial Measures”). These Non-GAAP Financial Measures provide supplemental information regarding our operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or that occur relatively infrequently and/or that management considers to be unrelated to our core operations, and in the case of non-GAAP Income Tax Provision, management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Income Tax Provision across different reporting periods on a consistent basis, independent of special items and discrete items, which may vary in size and frequency. These Non-GAAP Financial Measures are used by both management and our board of directors, together with the comparable GAAP information, in evaluating our current performance and planning our future business activities.

The Non-GAAP Financial Measures are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. These Non-GAAP Financial Measures should not be considered as substitutes for GAAP financial measures, such as gross profit, gross margin, net income or any other performance measures derived in accordance with GAAP. Also, in the future we may incur expenses or charges, such as those being adjusted in the calculation of these Non-GAAP Financial Measures. Our presentation of these Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. These Non-GAAP Financial Measures exclude costs related to acquisition and related integration expenses, amortization of acquired intangible assets, stock-based compensation, restructuring actions, related-party activities and other non-operational costs.

Non-GAAP Income Tax Provision

In calculating non-GAAP Income Tax Provision, we have added back the following to GAAP Income Tax Provision:

Tax effect of adjustments to GAAP results—Represents the estimated income tax effect of the adjustments to non-GAAP Profit before Tax described below and elimination of discrete tax adjustments.

*Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Gross Profit	$	81,215		$	85,662		$	133,828		$	241,648		$	451,281
GAAP Gross Margin (% of net sales)		45.7	%		45.7	%		52.5	%		45.4	%		55.8	%

Non-GAAP adjustments
Transaction-related costs		5			10			523			14			523
Purchased intangible amortization		4,875			4,875			3,648			14,625			4,323
Restructuring costs		522			16			166			1,738			166
Stock-based compensation		802			817			1,073			2,180			4,625
Total Non-GAAP Adjustments	$	6,204		$	5,718		$	5,410		$	18,557		$	9,637

Non-GAAP Gross Profit	$	87,419		$	91,380		$	139,238		$	260,205		$	460,918
Non-GAAP Gross Margin (% of net sales)		49.1	%		48.8	%		54.6	%		48.9	%		57.0	%

*Reconciliation of Non-GAAP Operating Expenses*

	Three-Month Period Ended							Nine-Month Period Ended
	December 27, 2024		September 27, 2024			December 29, 2023		December 27, 2024			December 29, 2023
	(Dollars in thousands)							(Dollars in thousands)
GAAP Operating Expenses	$	81,256	$	81,595		$	97,142	$	248,252		$	270,934

Research and Development Expenses
GAAP Research and Development Expenses		43,317		43,510			44,396		132,031			130,799
Non-GAAP adjustments
Transaction-related costs		333		206			343		1,568			352
Restructuring costs		568		260			908		997			908
Stock-based compensation		3,960		3,523			3,870		11,218			10,340
Other costs⁽¹⁾		—		3			—		3			—
Non-GAAP Research and Development Expenses		38,456		39,518			39,275		118,245			119,199

Selling, General and Administrative Expenses
GAAP Selling, General and Administrative Expenses		37,939		38,085			52,746		116,221			140,135
Non-GAAP adjustments
Transaction-related costs		148		275			9,543		1,237			14,419
Purchased intangible amortization		535		535			495		1,605			1,210
Restructuring costs		1,264		2,046			5,795		4,355			5,795
Stock-based compensation		5,826		7,205			5,977		18,853			17,874
Other costs⁽¹⁾		391		(1,820	)		283		(618	)		383
Non-GAAP Selling, General and Administrative Expenses		29,775		29,844			30,653		90,789			100,454

Total Non-GAAP Adjustments		13,025		12,233			27,214		39,218			51,281

Non-GAAP Operating Expenses	$	68,231	$	69,362		$	69,928	$	209,034		$	219,653

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

*Reconciliation of Non-GAAP Operating Income and Non-GAAP Operating Margin*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Operating (Loss) Income	$	(41	)	$	4,067		$	36,686		$	(6,604	)	$	180,347
GAAP Operating Margin (% of net sales)		—	%		2.2	%		14.4	%		(1.2	)%		22.3	%

Transaction-related costs		486			491			10,409			2,819			15,294
Purchased intangible amortization		5,410			5,410			4,143			16,230			5,533
Restructuring costs		2,354			2,322			6,869			7,090			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Other costs⁽¹⁾		391			(1,817	)		283			(615	)		383
Total Non-GAAP Adjustments	$	19,229		$	17,951		$	32,624		$	57,775		$	60,918

Non-GAAP Operating Income	$	19,188		$	22,018		$	69,310		$	51,171		$	241,265
Non-GAAP Operating Margin (% of net sales)		10.8	%		11.7	%		27.2	%		9.6	%		29.8	%

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

*Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Net (Loss) Income	$	(6,799	)	$	(33,613	)	$	33,402		$	(58,025	)	$	159,962
GAAP Net (Loss) Income Margin (% of net sales)		(3.8	)%		(17.9	)%		13.1	%		(10.9	)%		19.8	%

Interest expense		7,762			10,353			3,854			23,492			5,381
Interest income		(388	)		(420	)		(857	)		(1,302	)		(2,550	)
Income tax (benefit) provision		(803	)		(9,470	)		2,969			(9,233	)		17,584
Depreciation & amortization		16,123			15,997			20,227			48,578			49,645
EBITDA	$	15,895		$	(17,153	)	$	59,595		$	3,510		$	230,022

Transaction-related costs		486			3,295			10,409			5,623			15,294
Restructuring costs		2,354			2,067			6,869			6,835			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			34,752			—			34,752			—
Other costs⁽¹⁾		998			(2,195	)		(551	)		1,610			5,339
Adjusted EBITDA	$	30,321		$	32,311		$	87,242		$	84,581		$	290,363
Adjusted EBITDA Margin (% of net sales)		17.0	%		17.2	%		34.2	%		15.9	%		35.9	%

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.

*Reconciliation of Non-GAAP Profit before Tax*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP (Loss) Income before Income Taxes	$	(7,602	)	$	(43,083	)	$	36,371		$	(67,258	)	$	177,546

Transaction-related costs		486			3,295			10,409			5,623			15,294
Transaction-related interest		192			141			162			1,042			162
Purchased intangible amortization		5,410			5,410			4,143			16,230			5,533
Restructuring costs		2,354			2,067			6,869			6,835			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			34,752			—			34,752			—
Other costs⁽¹⁾		1,427			1,428			(551	)		5,662			5,339
Total Non-GAAP Adjustments	$	20,457		$	58,638		$	31,952		$	102,395		$	66,036

Non-GAAP Profit before Tax	$	12,855		$	15,555		$	68,323		$	35,137		$	243,582

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.

*Reconciliation of Non-GAAP Income Tax Provision and Non-GAAP Effective Tax Rate*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Income Tax (Benefit) Provision	$	(803	)	$	(9,470	)	$	2,969		$	(9,233	)	$	17,584
GAAP effective tax rate		10.6	%		22.0	%		8.2	%		13.7	%		9.9	%

Tax effect of adjustments to GAAP results		398			10,071			3,748			10,074			10,128

Non-GAAP Income Tax (Benefit) Provision	$	(405	)	$	601		$	6,717		$	841		$	27,712
Non-GAAP effective tax rate		(3.2	)%		3.9	%		9.8	%		2.4	%		11.4	%

*Reconciliation of Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc. and Non-GAAP Earnings per Share*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc.⁽¹⁾	$	(6,860	)	$	(33,675	)	$	33,345		$	(58,210	)	$	159,812
GAAP Basic weighted average common shares		184,011,189			189,182,850			192,724,541			188,886,583			192,384,315
GAAP Diluted weighted average common shares		184,011,189			189,182,850			194,570,380			188,886,583			194,925,040
GAAP Basic (Loss) Earnings per Share	$	(0.04	)	$	(0.18	)	$	0.17		$	(0.31	)	$	0.83
GAAP Diluted (Loss) Earnings per Share	$	(0.04	)	$	(0.18	)	$	0.17		$	(0.31	)	$	0.82

Transaction-related costs		486			3,295			10,409			5,623			15,294
Transaction-related interest		192			141			162			1,042			162
Purchased intangible amortization		5,410			5,410			4,143			16,230			5,533
Restructuring costs		2,354			2,067			6,869			6,835			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			34,752			—			34,752			—
Other costs⁽²⁾		1,427			1,428			(551	)		5,662			5,339
Total Non-GAAP Adjustments		20,457			58,638			31,952			102,395			66,036
Tax effect of adjustments to GAAP results⁽³⁾		(398	)		(10,071	)		(3,748	)		(10,074	)		(10,128	)
Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc.	$	13,199		$	14,892		$	61,549		$	34,111		$	215,720
Basic weighted average common shares		184,011,189			189,182,850			192,724,541			188,886,583			192,384,315
Diluted weighted average common shares		184,485,792			189,710,595			194,570,380			189,577,693			194,925,040
Non-GAAP Basic Earnings per Share	$	0.07		$	0.08		$	0.32		$	0.18		$	1.12
Non-GAAP Diluted Earnings per Share	$	0.07		$	0.08		$	0.32		$	0.18		$	1.11

(1) GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc. represents GAAP Net (Loss) Income adjusted for Net Income Attributable to non-controlling interests.
(2) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consists of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, income (loss) in earnings of equity investments, and unrealized losses (gains) on investments.
(3) To calculate the tax effect of adjustments to GAAP results, the Company considers each non-GAAP adjustment by tax jurisdiction and reverses all discrete items to calculate an annual non-GAAP effective tax rate (“NG ETR”). This NG ETR is then applied to Non-GAAP Profit Before Tax to arrive at the tax effect of adjustments to GAAP results.

*Reconciliation of Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow as Percentage of Net Sales*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Operating Cash Flow	$	(8,183	)	$	15,547		$	76,558		$	41,560		$	168,951
GAAP Operating Cash Flow (% of net sales)		-4.6	%		8.3	%		30.0	%		7.8	%		20.9	%
Non-GAAP adjustments
Purchases of property, plant and equipment		(13,615	)		(9,972	)		(34,399	)		(34,564	)		(110,500	)

Non-GAAP Free Cash Flow	$	(21,798	)	$	5,575		$	42,159		$	6,996		$	58,451
Non-GAAP Free Cash Flow (% of net sales)		(12.3	)%		3.0	%		16.5	%		1.3	%		7.2	%

Investor Contact:
Jalene Hoover
VP of Investor Relations & Corporate Communications
+1 (512) 751-6526
jhoover@allegromicro.com

MIL-OSI: Beam Global Expands European Sales Network with Three New Distribution Partners

Source: GlobeNewswire (MIL-OSI)

SAN DIEGO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Beam Global, (Nasdaq: BEEM), a leading provider of innovative and sustainable infrastructure solutions for the electrification of transportation and energy security, announced today that it is expanding its sales network in Europe with the addition of three new business partners:

Seltis Glass Design S.R.L. for the Romanian market
Evrosimovski Consulting Ltd. for the North Macedonian market
BBA International for the Albanian market

“These distributor agreements with quality companies are an excellent continuation of our efforts to expand our selling resources across Europe,” said Desmond Wheatley, CEO of Beam Global. “We have existing trusted relationships with each of these companies through our Beam Europe operation, and now we are able to leverage their success and contacts to significantly increase our audience without adding to our operating costs. I’m looking forward to supporting the new customers they bring to Beam Global.”

This expansion marks a significant step into Beam Global’s strategic growth into Europe, tapping further into the world’s largest automotive market. Through the integration of outsourced distributors and agents, Beam Global intensifies its commitment to advancing the electrification of transportation and enhancing energy security with sustainable infrastructure solutions in Europe.

Market Overview (EUROPE)

The EU has set ambitious targets, mandating that electric vehicles account for 80% of new car sales in 2030 and 100% by 2035.
The EU electric vehicle charging station market was valued at USD 10.8 billion in 2024, and is estimated to grow at a CAGR of 29.3% from 2025 to 2034, to support the rapid growth of electric vehicles in Europe.

About Beam Global
Beam Global is a clean technology innovator which develops and manufactures sustainable infrastructure products and technologies. We operate at the nexus of clean energy and transportation with a focus on sustainable energy infrastructure, rapidly deployed and scalable EV charging solutions, safe energy storage and vital energy security. With operations in the U.S. and Europe, Beam Global develops, patents, designs, engineers and manufactures unique and advanced clean technology solutions that power transportation, provide secure sources of electricity, save time and money and protect the environment. Beam Global is headquartered in San Diego, CA with facilities in Chicago, IL and Belgrade and Kraljevo, Serbia. Beam Global is listed on Nasdaq under the symbol BEEM. For more information visit BeamForAll.com, LinkedIn, YouTube and X (formerly Twitter).

Forward-Looking Statements
This Beam Global Press Release may contain forward-looking statements. All statements in this Press Release other than statements of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,” or other words and similar expressions that convey the uncertainty of future events or results. These statements relate to future events or future results of operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Beam Global’s actual results to be materially different from these forward-looking statements. Except to the extent required by law, Beam Global expressly disclaims any obligation to update any forward-looking statements.

Media Contact
Skyya PR
+1 651-335-0585
Press@BeamForAll.com

Investor Relations
Luke Higgins
+1-858-799-4583
IR@BeamForAll.com

MIL-OSI: Lantronix to Report Fiscal 2025 Second Quarter Results on Feb. 6, 2025

Source: GlobeNewswire (MIL-OSI)

IRVINE, Calif., Jan. 30, 2025 (GLOBE NEWSWIRE) — Lantronix Inc. (the “Company”) (NASDAQ: LTRX), a global leader of compute and connectivity for IoT solutions enabling AI Edge Intelligence, today announced it will release financial results from its fiscal 2025 second quarter, ended Dec. 31, 2024, after the close of the market on Thursday, Feb. 6, 2025.

Management will host an investor conference call and audio webcast at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) on Feb. 6, 2025. To access the live conference call, investors should dial 1-844-802-2442 (US) or 1-412-317-5135 (international) and indicate they are participating in the Lantronix fiscal 2025 second-quarter call. The webcast will be available simultaneously via the investor relations section of the Company’s website.

Investors can access a conference call replay starting at approximately 8:00 p.m. Pacific Time on Feb. 6, 2025, on the Lantronix website. A telephonic replay will also be available through Feb. 13, 2025, by dialing 1-877-344-7529 (US) or 1-412-317-0088 (international) or Canada Toll-Free 855-669-9658 and entering passcode 3433776.

About Lantronix

Lantronix Inc. is a global leader of compute and connectivity IoT solutions that target high-growth markets, including Smart Cities, Enterprise and Transportation. Lantronix’s products and services empower companies to succeed in the growing IoT markets by delivering customizable solutions that enable AI Edge Intelligence. Lantronix’s advanced solutions include Intelligent Substations infrastructure, Infotainment systems and Video Surveillance, supplemented with advanced Out-of-Band Management (OOB) for Cloud and Edge Computing.

For more information, visit the Lantronix website.

Lantronix Media Contact:
Gail Kathryn Miller
Corporate Marketing &
Communications Manager
media@lantronix.com

Lantronix Analyst and Investor Contact:
investors@lantronix.com

^{© 2024 Lantronix Inc. All rights reserved. Lantronix is a registered trademark, and SLB and SLC are trademarks of Lantronix Inc. Other trademarks and trade names are those of their respective owners.}

MIL-OSI: Northfield Capital Announces Updates From Cornerstone Investment Juno Corp. and Forward Share Split

Source: GlobeNewswire (MIL-OSI)

TORONTO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Northfield Capital Corporation (TSX-V: NFD.A) (“Northfield” or the “Corporation”) is pleased to announce that Juno Corp., one of Northfield’s cornerstone investments and a leading explorer in the strategically important Ring of Fire region of northern Ontario, has announced successful results from its 2024 drilling campaign. This news underscores the potential of Northfield’s investment in Juno Corp., a private Ontario exploration company and the largest mineral claimholder in the Ring of Fire, a region which is expected to play a strategic role for Ontario and Canada in the coming electrification of the world. Northfield currently holds a 17% ownership interest in Juno Corp., valued at C$31.5 million. This strategic investment positions Northfield to benefit from the potential growth of this mineral resource hub. For further details, please refer to the news releases of Juno Corp. dated January 29, 2025, available on its website, at www.junocorp.com.

Northfield is also pleased to announce that it is undertaking a forward share split (the “Share Split”) of the Class A restricted voting shares of the Corporation (the “Class A Shares”) and Class B multiple voting shares of the Corporation (the “Class B Shares”), in each case on the basis of five (5) new shares of the applicable class for each one (1) share of the applicable class currently issued outstanding, with a record date of February 6, 2025 and a payment date of February 11, 2025.

Share Split

The Share Split will be implemented on the basis of five (5) new shares of the applicable class for each one (1) share of the applicable class currently issued outstanding.

Based on the Corporation’s discussions with the TSX Venture Exchange, on February 11, 2025 (the “Payment Date”), each shareholder of record of Northfield as of the close of business on February 6, 2025 (the “Record Date”) will receive, as applicable, four (4) additional Class A Shares for each Class A Share held on the Record Date, and four (4) additional Class B Shares for each Class B Share held on the Record Date.

Based on the Corporation’s discussions with the TSX Venture Exchange, the Class A Shares are expected to trade on a due bill basis from February 6, 2025 (being the commencement of trading on the Record Date) to the close of trading on the Payment Date (i.e., February 11, 2025), inclusive. A due bill is an entitlement attached to listed securities undergoing a material corporate action, such as the Share Split. In this instance, the entitlement is to the additional Class A Shares as a result of the Share Split. Any trades of Class A Shares that are executed during the due bill period will be flagged to ensure purchasers receive the entitlement to the additional Class A Shares issuable as a result of the Share Split. Subject to final regulatory approvals (including, the final acceptance of the TSX Venture Exchange), the Class A Shares are expected to commence trading on a split-adjusted basis on February 12, 2025 (the ex-distribution trading date), as of which date purchases of Class A Shares will no longer have the attaching entitlement to the additional Class A Shares. The due bill redemption date is expected to be February 12, 2025.

As of the date hereof, Northfield has an aggregate of 2,834,032 Class A Shares and 3,720 Class B Shares issued and outstanding. Upon completion of the Share Split, there will be an aggregate of 14,170,160 Class A Shares and 18,600 Class B Shares issued and outstanding. The Corporation’s authorized share capital will remain unchanged upon completion of the Share Split. All outstanding stock options and share purchase warrants of Northfield will be adjusted accordingly in accordance with their terms in connection with the Share Split.

There will be no change to the Corporation’s name, CUSIP/ISIN or its current trading symbol in connection with the Share Split.

The Share Split is being undertaking to increase the number of outstanding Class A Shares and Class B Shares in an effort to improve market liquidity and the marketability of the shares. The Share Split was approved by the shareholders of Northfield at the annual and special meeting of shareholders held on June 27, 2024.

Mechanics of the Share Split

On the Payment Date (being, February 11, 2025), the additional Class A Shares and Class B Shares required to give effect to the Share Split will be issued to holders of record at the close of business on the Record Date. The Share Split will be conducted on a “push-out” basis, and therefore, no action is required by shareholders of Northfield. Existing share certificates and direct registration system advices (“DRS Advices”) representing Class A Shares and/or Class B Shares will continue to remain effective following completion of the Share Split, and accordingly, should be retained by shareholders and should not be forwarded to Northfield or TSX Trust Company (“TSX Trust”), the registrar and transfer agent of Northfield.

Northfield will use the direct registration system to electronically register the Class A Shares and Class B Shares issued pursuant to the Share Split, rather than issuing physical share certificates. Accordingly, following completion of the Share Split, TSX Trust will issue and cause to be mailed out, to registered shareholders of Northfield, DRS Advice representing the number of additional Class A Shares and/or Class B Shares, as applicable, which they are entitled to receive as a result of the Share Split. Non-registered (beneficial) shareholders of Northfield who hold Class A Shares and/or Class B Shares in an account with their investment dealer or other intermediary will have their accounts automatically updated to reflect the Share Split in accordance with the applicable brokerage account providers’ usual procedures.

About Northfield Capital Corporation

Northfield Capital Corporation is a leading Canadian investment firm with deep roots in resources, mining, aviation, and alcoholic beverages. Founded in 1981, Northfield combines decades of experience with a forward-thinking ethos to unlock opportunities.

For further information, please contact:

Michael G. Leskovec, CPA, CA
Chief Financial Officer
Telephone: (416) 628-5940

Forward-Looking Statements

Forward-looking statements are included in this news release. These forward-looking statements are identified by the use of terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and “should” and similar terms and phrases, including references to assumptions. Such statements may involve but are not limited to, the anticipated timing for the completion of the Share Split (including, the anticipated Record Date, Payment Date, and due bill redemption date), the mechanics for the delivery of the new Class A Shares and Class B Shares to the shareholders of Northfield following the completion thereof, and associated information, as well as statements with respect to the Ring of Fire and its role for Ontario and Canada in the coming electrification of the world, and any potential benefits associated with Northfield’s strategic investment in Juno Corp. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts, predictions or forward-looking statements cannot be relied upon due to, among other things, changing external events and general uncertainties of the business and its corporate structure. Results indicated in forward-looking statements may differ materially from actual results for a number of reasons. The forward-looking statements contained herein are subject to change. However, Northfield disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

MIL-OSI: Grayscale Launches Grayscale® Bitcoin Miners ETF (Ticker: MNRS)

Source: GlobeNewswire (MIL-OSI)

STAMFORD, Conn., Jan. 30, 2025 (GLOBE NEWSWIRE) — Grayscale, an asset management firm with extensive experience in crypto investing, today announced the launch of Grayscale® Bitcoin Miners ETF (Ticker: MNRS) (the “Fund”).

Grayscale® Bitcoin Miners ETF is Grayscale’s latest exchange-traded product offering investors exposure to Bitcoin miners and the Bitcoin mining ecosystem. The Fund specifically invests in companies that comprise the Indxx Bitcoin Miners Index, a proprietary index designed to measure the performance of global Bitcoin mining companies that generate the majority of their revenue from Bitcoin mining activities or mining-related hardware, software, services, and/or projects.

The Bitcoin mining industry is crucial for maintaining the Bitcoin network’s transparency and long-term security and the new Fund offers investors a way to gain exposure to companies supporting this mining ecosystem. This can be appealing to those seeking an alternative to direct Bitcoin investment, as well as to those who lack access or are not yet ready to invest directly in Bitcoin or digital assets but still want exposure to companies that, we believe are correlated to Bitcoin’s price in a familiar ETF wrapper.

“Grayscale® Bitcoin Miners ETF offers investors targeted exposure to Bitcoin Miners and the global Bitcoin Mining industry in a passively managed, rules-based, and index-tracked fund designed to evolve with the industry,” said David LaValle, Global Head of ETFs at Grayscale. “Bitcoin Miners, the backbone of the network, are well-positioned for significant growth as Bitcoin adoption and usage increases, making MNRS an appealing option for a diverse range of investors.”

For more information about MNRS, please visit: https://etfs.grayscale.com/mnrs

Investors should consider the investment objectives, risks, charges and expenses carefully before investing. For a prospectus or summary prospectus with this and other information about the Fund, please call (8CC)-775-0313 or visit our website at etfs.grayscale.com/mnrs. Read the prospectus or summary prospectus carefully before investing.

Investing involves risk and possible loss of principal. Shares of ETFs may trade at a premium or discount to their net asset value.

The Fund will not invest in digital assets directly or through the use of derivatives. The Fund also will not invest in initial coin offerings. The Fund may, however, have indirect exposure to digital assets by virtue of its investments in companies that use one or more digital assets as part of their business activities or that hold digital assets as proprietary investments. Because the Fund will not invest directly in any digital assets, it will not track price movements of any digital assets.

MNRS is distributed by Foreside Fund Services, LLC and Grayscale Advisors, LLC is the adviser.

About Grayscale

Grayscale Operating, LLC (“GSO”) enables investors to access the digital economy through a family of future-forward investment products. Founded in 2013, GSO has a decade-long track record and deep expertise as an asset management firm focused on crypto investing. Investors, advisors, and allocators turn to Grayscale for single asset, diversified, and thematic exposure. For more information, please follow @Grayscale or visit grayscale.com. GSO is the parent company of Grayscale Advisors, LLC.

Media Contact

press@grayscale.com

Client Contact

866-775-0313

info@grayscale.com

MIL-OSI: CSW Industrials Reports Record Fiscal 2025 Third Quarter Results

Source: GlobeNewswire (MIL-OSI)

DALLAS, Jan. 30, 2025 (GLOBE NEWSWIRE) — CSW Industrials, Inc. (Nasdaq: CSWI or the “Company”) today reported record results for the fiscal 2025 third quarter period ended December 31, 2024.

Fiscal 2025 Third Quarter Highlights (comparisons to fiscal 2024 third quarter)

Total revenue increased 10.7% to a third quarter record of $193.6 million, driven by inorganic growth of 8.7% from the recent acquisitions of Dust Free, PSP Products, and PF WaterWorks, and organic growth of 1.9%
Net income attributable to CSWI of $26.9 million, or $24.9 million adjusted, increased 48.9% to a third quarter record, compared to $16.7 million
Earnings per diluted share (“EPS”) of $1.60, or $1.48 adjusted, increased 38.2% to a third quarter record, compared to $1.07
Adjusted EBITDA grew 14.2% to a third quarter record of $42.0 million, including margin expansion for the third quarter of 70 bps to 21.7%

Fiscal 2025 Year-to-Date Highlights (comparisons to fiscal 2024 year-to-date period)

Total revenue increased 11.3% to $647.8 million, of which $34.1 million, or 5.9%, was inorganic growth from recent acquisitions, and 5.5%, or $31.7 million was organic growth
Net income attributable to CSWI of $101.6 million, or $99.5 million adjusted, increased 28.6% as compared to $77.4 million
EPS of $6.30, or $6.17 adjusted, improved 24.2% compared to $4.97
Adjusted EBITDA increased 16.6% to $168.1 million, including margin expansion of 120 bps to 26.0%
Invested $84.5 million in acquisitions and $11.7 million in organic capital expenditures, while returning total cash of $24.3 million to shareholders through share repurchases of $13.7 million and dividends of $10.6 million

Comments from the Chairman, President, and Chief Executive Officer

Joseph B. Armes, CSW Industrials’ Chairman, President, and Chief Executive Officer, commented, “I am very pleased to announce record revenue for the fiscal third quarter driven by the strategic acquisitions of Dust Free, PSP Products, and PF WaterWorks during the last twelve months as well as organic volume growth. Impressively, the team also achieved record net income, adjusted earnings per diluted share, and adjusted EBITDA for the fiscal third quarter.”

Armes continued, “During the quarter, our disciplined allocation of capital continued with the acquisition of PF WaterWorks, bringing innovative, eco-friendly drain management solutions within the profitable plumbing end market to the CSWI family. The addition of these new products to our current portfolio fuels inorganic growth, additional organic growth over time, and increased market share.”

Fiscal 2025 Third Quarter Consolidated Results

Fiscal third quarter revenue was $193.6 million, a $18.7 million or 10.7% increase over the prior year period. Total revenue growth included $15.3 million or 8.7% inorganic growth contributed by the Dust Free, PSP, and PF WaterWorks acquisitions, which are all reported within the Contractor Solutions segment, with the remaining $3.4 million or 1.9% related to organic growth contributed from all three operating segments.

Gross profit in the fiscal third quarter was $80.1 million, representing 8.3% growth over $74.0 million in the prior year period. Gross margin contracted 90 bps to 41.4%, compared to 42.3% in the prior year period. The gross margin decrease was primarily a result of increased freight expense.

Operating expenses as a percentage of revenue were 26.1% or 25.6% adjusted to exclude the $0.9 million acquisition broker fee in the current period, which was lower than the prior year period of 26.5%. Operating expenses were $50.5 million or $49.7 million adjusted in the current year period, compared to $46.4 million in the prior year period, with leverage of revenue growth through the absorption of expenses related to recent acquisitions, additional spend on acquisition integration, and investments in team members to support ongoing revenue growth.

Operating income in the current period was $29.6 million or $30.5 million adjusted to exclude the acquisition broker fee, compared to $27.6 million in the prior year period. Operating income as a percentage of revenue was 15.3% or 15.7% adjusted, compared to 15.8% in the prior year period. The main driver of the slight decrease in operating margin was a result of the previously mentioned contraction in the gross margin, which was partially offset by improved leverage on operating expenses.

Interest income was $2.0 million, compared to interest expense of $2.8 million in the prior year period. The $4.8 million shift from interest expense to interest income was a result of having no debt outstanding during the quarter, as the outstanding balance on our revolver was fully repaid in second fiscal quarter 2025, augmented by interest income earned on the balance of net proceeds from the equity offering closed in the second fiscal quarter 2025.

Other expense was $0.3 million, compared to other expense of $8.4 million in the prior year period. A $0.9 million tax indemnification asset was released in the current period, as compared to $8.5 million of tax indemnification assets released in the prior year period.

Net income attributable to CSWI (net of non-controlling interest in the joint venture) increased to $26.9 million, compared to the prior year period of $9.2 million. Adjusted to exclude the release of the tax indemnification assets and uncertain tax position accruals in the current and prior periods, as well as the acquisition broker fee in the current period, adjusted net income was $24.9 million and adjusted EPS of $1.48 vs. $16.7 million and $1.07, an increase over the prior year period of 48.9% and 38.2%, respectively.

Fiscal 2025 third quarter adjusted EBITDA increased 14.2% to $42.0 million, up from $36.8 million in the prior year period. Adjusted EBITDA margin expanded 70 bps to 21.7%, compared to 21.0% in the prior year period.

The quarterly cash flows from operations of $11.6 million, compared to $47.0 million in the prior year period, were lower primarily due to a previously disclosed $16.8 million tax payment deferral from fiscal first half 2025 to fiscal third quarter 2025 under a temporary federal tax relief related to the severe storms and flooding in Texas in early calendar 2024. Additionally, increased investment in inventory during the third fiscal quarter 2025, compared to the prior year period, resulted from actions taken to mitigate certain supply chain issues that were expected to potentially arise in the first calendar quarter of 2025.

Following quarter-end, the Company announced its twenty-fourth consecutive regular quarterly cash dividend in the amount of $0.24 per share, which will be paid on February 14, 2025, to shareholders of record on January 31, 2025.

The Company’s effective tax rate for the fiscal third quarter was 13.8%, or 24.5% adjusted, as compared to 43.2% or 32.5% adjusted in the prior year period, when adjusted to exclude the previously disclosed release of tax indemnification assets and the uncertain tax position accruals for acquisitions in both periods, as well as the acquisition broker fee and related tax impact in the current period. The decrease in the adjusted tax rate was driven by a favorable foreign currency rate impact on the cumulative unrepatriated foreign earnings and an increased benefit related to vesting of employee equity awards.

Fiscal 2025 Third Quarter Segment Results

Contractor Solutions segment revenue was $132.2 million, a $16.7 million or 14.5% increase over the prior year period, comprised of inorganic growth of $15.3 million from the recent acquisitions of Dust Free, PSP Products, and PF WaterWorks (91.4% of the $16.7 million growth) and organic growth of $1.4 million from increased organic unit volumes. As compared to the prior year period, net revenue growth was driven by the HVAC/R, plumbing, and electrical end markets. Segment operating income improved to $26.8 million or $27.6 million adjusted to exclude the $0.9 million acquisition broker fee, compared to $25.8 million in the prior year period. The incremental profit resulted from revenue growth and the inclusion of recently acquired businesses and was partially offset by increased freight, including a freight expense alignment in the quarter and increased spending on business integrations. Segment operating income margin in the fiscal third quarter was 20.2% or 20.9% adjusted, compared to 22.3% in the prior year period. Segment adjusted EBITDA in the fiscal third quarter was $37.5 million, or 28.4% of revenue, compared to $33.0 million, or 28.6% of revenue in the prior year period.

Specialized Reliability Solutions segment revenue was $34.6 million, a $0.9 million or 2.5% increase from the prior year period. The increased net revenue was driven by growth in the general industrial and rail end markets. Segment operating income improved to $5.2 million, as compared to $3.7 million in the prior year period, an increase of 40.1%. Segment operating income margin for the fiscal third quarter improved to 15.2%, compared to the prior year period of 11.1% as a result of manufacturing efficiencies and management of operating expenses. Segment EBITDA improved by 26.5% to $6.6 million in the fiscal third quarter, with an EBITDA margin of 19.1% as compared to 15.4% in the prior year period.

Engineered Building Solutions segment revenue was $28.8 million, a 3.4% increase compared to $27.9 million in the prior year period. Segment operating income was $3.6 million, or 12.6% of revenue, as compared to the prior year period of $3.5 million, or 12.7% of revenue. Segment EBITDA and EBITDA margin improved slightly to $4.1 million and 14.2%, respectively, in the fiscal third quarter, compared to $4.0 million and 14.2%, respectively, in the prior year period.

Fiscal 2025 Year-to-Date Consolidated Results

Fiscal year-to-date revenue was $647.8 million, representing 11.3% growth over $582.0 million in the prior year period, with growth in all three reporting segments. Of the $65.8 million total growth, $31.7 million (5.5% of the 11.3% total growth) resulted from organic growth, with the remainder ($34.1 million) contributed by the Dust Free, PSP Products, and PF WaterWorks acquisitions.

Gross profit in the fiscal year-to-date period was $291.4 million, representing $34.3 million or 13.3% growth from $257.1 million in the prior year period, with the incremental profit resulting predominantly from revenue growth driven by increased organic unit volumes, a slight increase from pricing actions, and the recent acquisitions. Gross margin was 45.0%, compared to 44.2% in the prior year period. The gross margin improvement was a result of leveraging the volume increase, favorable product mix, and a slight favorable impact from pricing actions.

Operating expenses as a percentage of revenue were 24.0% or 23.8% adjusted, compared to 24.5% in the prior year period, as the increase in revenue growth outpaced the increase in operating expenses. Operating expenses in the current year period were $155.2 million or $154.4 million adjusted to exclude the $0.9 million acquisition broker fee, compared to $142.3 million in the prior year period. The additional expenses were related to employee compensation and recent acquisition expenses including amortization of intangible assets, business development expenses, and integration costs.

In the current period, operating income was $136.2 million or $137.1 million adjusted, compared to $114.8 million in the prior year period. The incremental operating income resulted from the gross profit increase, partially offset by the operating expense increase detailed above. Operating income margin in the current period improved to 21.0% or 21.2% adjusted, compared to the prior year period of 19.7%. During the comparative periods, the strengthened operating margin was due to the improvement in gross margin combined with the management of operating expenses.

Interest expense was $1.9 million, compared to interest expense of $10.1 million in the prior year period. The decrease of $8.2 million was a result of a lower debt balance throughout the first half of the year, then fully repaying the outstanding balance borrowed against our revolver during the second fiscal quarter 2025. Additionally, during the second and third fiscal quarters, the Company recognized interest income earned from the remaining net proceeds of the equity offering that closed in second fiscal quarter 2025.

Other expense was $0.7 million, compared to $6.2 million in the prior year period. The change in other expense of $5.5 million was primarily due to a $0.9 million tax indemnification asset was released in the current period, as compared to $8.5 million of tax indemnification assets released in the prior period, in addition to a gain of $1.4 million reported in the prior year period in connection with the sale of a property previously held for investment that did not recur. The remaining variance is a result of foreign currency impact related to transactions in currencies other than functional currencies.

In the current period, reported net income attributable to CSWI improved 45.4% to $101.6 million, or $6.30 per diluted share. Adjusted net income attributable to CSWI was $99.5 million, or $6.17 per diluted share. In the prior year period, adjusted net income attributable to CSWI was $77.4 million, or $4.97 per diluted share.

Fiscal 2025 year-to-date adjusted EBITDA increased 16.6% to $168.1 million from $144.2 million in the prior year period. Adjusted EBITDA as a percentage of revenue improved 120 bps to 26.0%, compared to 24.8%, in the prior year period.

Net cash provided by operating activities for the fiscal 2025 year-to-date period was $141.1 million, compared to $141.9 million in the prior year-to-date period, a 0.6% decrease compared to the prior year period. The Company paid down all $166.0 million of debt in the first half utilizing our record cash flow from operations and net proceeds from the follow-on equity offering, while also returning a total of $24.3 million in cash to shareholders through $10.6 million in dividends and $13.7 million in share repurchases utilizing our outstanding cash flow from operations.

The Company’s effective tax rate for the fiscal year-to-date period was 23.3% on a GAAP basis, and 25.8% as adjusted.

Fiscal 2025 Year-to-Date Segment Results

Contractor Solutions segment revenue was $451.4 million, a $56.1 million or 14.2% increase from the prior year period. Revenue growth was comprised of inorganic growth from Dust Free, PSP Products, and PF WaterWorks acquisitions ($34.1 million, or 8.6%, of the total growth), and organic growth of $22.1 million (5.6% of the total 14.2% growth) due to increased unit volumes and a slight increase from pricing actions. As compared to the prior year period, net revenue growth was driven primarily by the HVAC/R, plumbing, and electrical end markets. Segment operating income in the current year period was $122.9 million or $123.8 million adjusted to exclude the $0.9 million acquisition broker fee, compared to $104.4 million in the prior year period. The incremental profit resulted from the increased unit volumes, favorable product mix, pricing actions, and the inclusion of recent acquisitions. This growth was partially offset by increased freight expense, increased employee compensation expense, and business integration costs as the segment builds out the infrastructure to support continued growth, and increased expenses related to the inclusion of Dust Free, PSP Products, and PF WaterWorks in the current period, including amortization of intangible assets.

Contractor Solutions segment operating income margin was 27.2% or 27.4% adjusted, compared to 26.4% in the prior year period, an increase of 80 bps, driven primarily by increased operating leverage from the additional volume, favorable product mix and pricing actions, combined with the management of operating expenses. Segment adjusted EBITDA in the current period was $149.4 million, or 33.1% of revenue, compared to $126.4 million, or 32.0% of revenue in the prior year period.

Specialized Reliability Solutions segment revenue grew to $109.9 million, a $1.9 million or 1.7% increase over the prior year period of $108.0 million, primarily due to increased unit volumes, with growth in the rail transportation and industrial end markets offset by a decrease in mining and energy end markets. In the current year period, segment operating income improved by 17.2% to $18.2 million, or 16.6% of revenue, compared to the prior year period of $15.5 million, or 14.4% of revenue. Improved segment operating income was primarily a result of a favorable inventory adjustment as well as the increased volume. Segment EBITDA in the current period was $22.2 million, or 20.2% of revenue, compared to $19.9 million, or 18.5% of revenue in the prior year period.

Engineered Building Solutions segment revenue was $92.4 million, a $7.7 million or 9.1% increase over the prior year period, primarily due to the conversion of backlog into revenue and market expansion. Segment operating income increased 18.6% to $15.5 million, or 16.7% of revenue, compared to the prior year period of $13.0 million, or 15.4% of revenue, due to the increased net revenue and improved operating leverage, offset by increased employee expenses to support revenue growth. Segment EBITDA in the current period was $16.9 million, or 18.3% of revenue, compared to $14.4 million, or 17.0% of revenue in the prior year period.

All percentages are calculated based upon the attached financial statements. Share count used in determining the diluted EPS is based on a weighted average of outstanding shares throughout the reporting period.

Conference Call Information

The Company will host a conference call today at 10:00 a.m. ET to discuss the results, followed by a question-and-answer session for the investment community. A live webcast of the call can be accessed at https://cswindustrials.gcs-web.com/. To access the call, participants may dial 1-877-407-0784, international callers may use 1-201-689-8560, and request to join the CSW Industrials earnings call.

A telephonic replay will be available shortly after the conclusion of the call and until Thursday, February 13, 2025. Participants may access the replay at 1-844-512-2921, international callers may use 1-412-317-6671 and enter access code 13750887. The call will also be available for replay via webcast link on the Investors portion of the CSWI website www.cswindustrials.com.

Safe Harbor Statement

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, effective tax rate, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations, and financial performance and condition.

The forward-looking statements included in this press release are based on our current expectations, projections, estimates, and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.

Non-GAAP Financial Measures

This press release includes an analysis of adjusted diluted earnings per share attributable to CSWI, adjusted net income attributable to CSWI, adjusted effective tax rate, adjusted operating income and free cash flows, which are non-GAAP financial measures of performance. Attributable to CSWI is defined to exclude the income attributable to the non-controlling interest in the Whitmore JV.

CSWI utilizes adjusted EBITDA (earnings before interest, tax, depreciation and amortization) as an additional consolidated, non-GAAP financial measure, which consists of consolidated net income including income attributable to the non-controlling interest in the Whitmore JV, adjusted to remove the impact of income taxes, interest expense, depreciation, amortization and impairment, and significant nonrecurring items.

For a reconciliation of these measures to the most directly comparable GAAP measures and for a discussion of why we consider these non-GAAP measures useful, see the “Reconciliation of Non-GAAP Measures” section of this release.

About CSW Industrials, Inc.

CSW Industrials is a diversified industrial growth company with industry-leading operations in three segments: Contractor Solutions, Specialized Reliability Solutions, and Engineered Building Solutions. CSWI provides niche, value-added products with two essential commonalities: performance and reliability. The primary end markets we serve with our well-known brands include: HVAC/R, plumbing, electrical, general industrial, architecturally-specified building products, energy, mining, and rail transportation. For more information, please visit www.cswindustrials.com.

Investor Relations

Alexa Huerta
Vice President, Investor Relations and Treasurer
214-489-7113
alexa.huerta@cswindustrials.com


CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
(Amounts in thousands, except per share amounts)		2024			2023			2024			2023
Revenues, net	$	193,649		$	174,967		$	647,752		$	581,980
Cost of revenues		(113,543	)		(100,986	)		(356,324	)		(324,873	)
Gross profit		80,106			73,981			291,428			257,107
Selling, general and administrative expenses		(50,511	)		(46,400	)		(155,224	)		(142,327	)
Operating income		29,595			27,581			136,204			114,780
Interest income (expense), net		1,976			(2,765	)		(1,884	)		(10,080	)
Other expense, net		(298	)		(8,428	)		(716	)		(6,188	)
Income before income taxes		31,273			16,388			133,604			98,512
Provision for income taxes		(4,315	)		(7,083	)		(31,175	)		(27,968	)
Net income		26,958			9,305			102,429			70,544
Less: Income attributable to redeemable noncontrolling interest		(10	)		(83	)		(839	)		(655	)
Net income attributable to CSW Industrials, Inc.	$	26,948		$	9,222		$	101,590		$	69,889

Net income per share attributable to CSW Industrials, Inc.
Basic	$	1.60		$	0.59		$	6.32		$	4.50
Diluted		1.60			0.59			6.30			4.49

Weighted average number of shares outstanding:
Basic		16,792			15,546			16,066			15,537
Diluted		16,872			15,596			16,136			15,578

CSW INDUSTRIALS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)

(Amounts in thousands, except for per share amounts)	December 31, 2024			March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	213,754		$	22,156
Accounts receivable, net of allowance for expected credit losses of $1,295 and $908, respectively		114,825			142,665
Inventories, net		202,764			150,749
Prepaid expenses and other current assets		32,120			15,840
Total current assets		563,463			331,410
Property, plant and equipment, net of accumulated depreciation of $112,906 and $103,515, respectively		94,208			92,811
Goodwill		266,941			247,191
Intangible assets, net		355,256			318,819
Other assets		70,327			53,095
Total assets	$	1,350,195		$	1,043,326

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	52,842		$	48,387
Accrued and other current liabilities		81,873			67,449
Total current liabilities		134,715			115,836
Long-term debt		—			166,000
Retirement benefits payable		1,082			1,114
Other long-term liabilities		150,181			125,298
Total liabilities		285,978			408,248
Commitments and contingencies (See Note 13)
Redeemable noncontrolling interest		20,194			19,355
Equity:
Common shares, $0.01 par value		177			164
Additional paid-in capital		497,906			137,253
Treasury shares, at cost (1,005 and 952 shares, respectively)		(115,367	)		(95,643	)
Retained earnings		674,036			583,075
Accumulated other comprehensive loss		(12,729	)		(9,126	)
Total equity		1,044,023			615,723
Total liabilities, redeemable noncontrolling interest and equity	$	1,350,195		$	1,043,326

CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Nine Months Ended December 31,
(Amounts in thousands)		2024			2023
Cash flows from operating activities:
Net income	$	102,429		$	70,544
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		10,714			10,077
Amortization of intangible and other assets		20,792			17,584
Provision for inventory reserves		1,779			2,541
Provision for doubtful accounts		946			544
Share-based compensation		10,237			8,555
Net gain on disposals of property, plant and equipment		(89	)		(1,336	)
Net pension benefit		49			50
Impairment of assets		—			90
Net deferred taxes		1,244			2,732
Changes in operating assets and liabilities:
Accounts receivable		32,316			17,846
Inventories		(42,536	)		7,796
Prepaid expenses and other current assets		(17,174	)		(6,720	)
Other assets		1,565			1,066
Accounts payable and other current liabilities		21,372			9,601
Retirement benefits payable and other liabilities		(2,575	)		944
Net cash provided by operating activities		141,069			141,914
Cash flows from investing activities:
Capital expenditures		(11,735	)		(11,668	)
Proceeds from sale of assets held for investment		—			1,665
Proceeds from sale of assets		153			157
Cash paid for investments		(2,500	)		—
Cash paid for acquisitions		(84,491	)		(5,284	)
Net cash used in investing activities		(98,573	)		(15,130	)
Cash flows from financing activities:
Borrowings on line of credit		32,723			72,308
Repayments of line of credit and term loan		(198,723	)		(172,308	)
Purchase of treasury shares		(20,935	)		(10,640	)
Proceeds from equity issuance		347,407			—
Dividends		(10,554	)		(8,855	)
Net cash provided by (used in) financing activities		149,918			(119,495	)
Effect of exchange rate changes on cash and equivalents		(816	)		(756	)
Net change in cash and cash equivalents		191,598			6,533
Cash and cash equivalents, beginning of period		22,156			18,455
Cash and cash equivalents, end of period	$	213,754		$	24,988

Reconciliation of Non-GAAP Measures

We use adjusted earnings per share attributable to CSWI, adjusted net income attributable to CSWI, adjusted operating income, adjusted effective tax rate, and adjusted EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue, cost of revenue, operating expense, operating income and net income attributable to CSWI, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. Free cash flow is a non-GAAP financial measure and is defined as cash flow from operations less capital expenditures. We also believe these measures are useful for investors to assess the operating performance of our business without the effect of non-recurring items. In the following tables, there could be immaterial differences in amounts presented due to rounding.


CSW INDUSTRIALS, INC.
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO CSWI TO ADJUSTED NET INCOME ATTRIBUTABLE TO CSWI
(Unaudited)

(Amounts in thousands)	Three months ended December 31,						Nine Months ended December 31,
		2024			2023			2024			2023
GAAP net income attributable to CSWI	$	26,948		$	9,222		$	101,591		$	69,889

Adjusting items, net of tax:
Reversal of tax indemnification receivable		858			8,519			858			8,519
Acquisition broker fee		642			—			642			—
Uncertain tax position accrual release		(3,549	)		(1,019	)		(3,549	)		(1,019	)
Adjusted net income attributable to CSWI	$	24,899		$	16,722		$	99,542		$	77,389

Net Income Attributable to CSW Industrials, Inc. per diluted common share	$	1.60		$	0.59		$	6.30		$	4.49

Adjusting Items, per dilutive common share:
Reversal of tax indemnification receivable		0.05			0.55			0.05			0.55
Acquisition broker fee		0.04			—			0.04			—
Uncertain tax position accrual release		(0.21	)		(0.07	)		(0.22	)		(0.07	)
Adjusted net income attributable to CSW Industrials, Inc. per dilutive common share	$	1.48		$	1.07		$	6.17		$	4.97

CSW INDUSTRIALS, INC.
RECONCILIATION OF EFFECTIVE TAX RATE TO ADJUSTED EFFECTIVE TAX RATE
(Unaudited)

(Amounts in thousands)	Three months ended December 31,						Nine Months ended December 31,
		2024			2023			2024			2023
GAAP income before tax	$	31,273		$	16,388		$	133,604		$	98,512
Adjusting items:
Reversal of tax indemnification receivable		858			8,519			858			8,519
Acquisition broker fee		860			—			860			—
Adjusted income before tax	$	32,991		$	24,907		$	135,322		$	107,031

GAAP provision for income tax	$	4,315		$	7,083		$	31,174		$	27,968
Adjusting items:
Uncertain tax position accrual release		3,549			1,019			3,549			1,019
Tax impact of acquisition broker fee		218			—			218			—
Adjusted provision for income tax	$	8,082		$	8,102		$	34,941		$	28,987

GAAP effective tax rate		13.8	%		43.2	%		23.3	%		28.4	%
Adjusted effective tax rate		24.5	%		32.5	%		25.8	%		27.1	%

CSW INDUSTRIALS, INC.
Reconciliation of Net Income Attributable to CSWI to Adjusted EBITDA
(unaudited)

(Amounts in thousands)	Three months ended December 31,						Nine Months ended December 31,
		2024			2023			2024			2023
Net Income attributable to CSWI	$	26,948		$	9,222		$	101,590		$	69,889
Plus: Income attributable to redeemable noncontrolling interest		10			83			838			655
Net Income	$	26,958		$	9,305		$	102,429		$	70,544

Adjusting Items:
Interest expense (income), net		(1,976	)		2,764			1,884			10,080
Income tax expense		4,315			7,083			31,174			27,968
Depreciation & amortization		11,012			9,134			30,896			27,094
EBITDA	$	40,309		$	28,286		$	166,384		$	135,686

EBITDA Adjustments:
Reversal of tax indemnification receivable		858			8,519			858			8,519
Acquisition broker fee		860			—			860			—
Adjusted EBITDA	$	42,027		$	36,805		$	168,102		$	144,205
Adjusted EBITDA % Revenue		21.7	%		21.0	%		26.0	%		24.8	%

CSW INDUSTRIALS, INC.
Reconciliation of Segment Operating Income to Segment Adjusted EBITDA
(unaudited)

(Amounts in thousands)	Three months ended December 31, 2024
	Contractor Solutions			Specialized Reliability Solutions			Engineered Building Solutions			Corporate and Other			Consolidated
Revenue, net	$	132,150		$	34,566		$	28,821		$	(1,889	)	$	193,649

Operating Income	$	26,756		$	5,238		$	3,645		$	(6,045	)	$	29,595
Adjusting Items:
Acquisition broker fee		860			—			—			—			860
Adjusted Operating Income	$	27,616		$	5,238		$	3,645		$	(6,045	)	$	30,455
% Revenue		20.9	%		15.2	%		12.6	%					15.7	%

Adjusting Items:
Other income (expense), net		(188	)		(17	)		38			(131	)		(298	)
Depreciation & amortization		9,179			1,366			420			48			11,012
Reversal of tax indemnification receivable		858			—			—			—			858
Adjusted EBITDA	$	37,466		$	6,587		$	4,102		$	(6,128	)	$	42,027
% Revenue		28.4	%		19.1	%		14.2	%					21.7	%

(Amounts in thousands)	Three months ended December 31, 2023
	Contractor Solutions			Specialized Reliability Solutions			Engineered Building Solutions			Corporate and Other			Consolidated
Revenue, net	$	115,412		$	33,711		$	27,861		$	(2,017	)	$	174,967

Operating Income	$	25,751		$	3,740		$	3,537		$	(5,447	)	$	27,581
% Revenue		22.3	%		11.1	%		12.7	%					15.8	%

Adjusting Items:
Other income (expense), net		(8,433	)		(9	)		(8	)		21			(8,428	)
Depreciation & amortization		7,178			1,477			437			42			9,134
Reversal of tax indemnification receivable		8,519			—			—			—			8,519
Adjusted EBITDA	$	33,015		$	5,208		$	3,966		$	(5,383	)	$	36,805
% Revenue		28.6	%		15.4	%		14.2	%					21.0	%

CSW INDUSTRIALS, INC.
Reconciliation of Segment Operating Income to Segment Adjusted EBITDA
(unaudited)

(Amounts in thousands)	Nine Months ended December 31, 2024
	Contractor Solutions			Specialized Reliability Solutions			Engineered Building Solutions			Corporate and Other			Consolidated
Revenue, net	$	451,403		$	109,893		$	92,387		$	(5,930	)	$	647,754

Operating Income	$	122,894		$	18,208		$	15,451		$	(20,348	)	$	136,204
Adjusting Items:
Acquisition broker fee		860			—			—			—			860
Adjusted Operating Income	$	123,754		$	18,208		$	15,451		$	(20,348	)	$	137,064
% Revenue		27.4	%		16.6	%		16.7	%					21.2	%

Adjusting Items:
Other income (expense), net		(335	)		(200	)		18			(200	)		(716	)
Depreciation & amortization		25,164			4,198			1,399			135			30,896
Reversal of tax indemnification receivable		858			—			—			—			858
Adjusted EBITDA	$	149,442		$	22,206		$	16,868		$	(20,413	)	$	168,102
% Revenue		33.1	%		20.2	%		18.3	%					26.0	%

(Amounts in thousands)	Nine Months ended December 31, 2023
	Contractor Solutions			Specialized Reliability Solutions			Engineered Building Solutions			Corporate and Other			Consolidated
Revenue, net	$	395,268		$	108,037		$	84,660		$	(5,984	)	$	581,980

Operating Income	$	104,443		$	15,534		$	13,029		$	(18,227	)	$	114,780
% Revenue		26.4	%		14.4	%		15.4	%					19.7	%

Adjusting Items:
Other income (expense), net		(7,686	)		(100	)		2			1,595			(6,188	)
Depreciation & amortization		21,118			4,512			1,332			132			27,094
Reversal of tax indemnification receivable		8,519			—			—			—			8,519
Adjusted EBITDA	$	126,394		$	19,947		$	14,363		$	(16,500	)	$	144,205
% Revenue		32.0	%		18.5	%		17.0	%					24.8	%

CSW INDUSTRIALS, INC.
Reconciliation of Operating Cash Flow to Free Cash Flow
(Unaudited)

(Amounts in thousands)	Three Months Ended December 31,						Nine Months ended December 31,
		2024			2023			2024			2023
Net cash provided by operating activities	$	11,600		$	46,978		$	141,069		$	141,914
Less: Capital expenditures		(3,148	)		(3,883	)		(11,735	)		(11,668	)
Free cash flow	$	8,452		$	43,095		$	129,334		$	130,246
Free cash flow % Adjusted EBITDA		20.1	%		117.1	%		76.9	%		90.3	%

MIL-OSI: Real Matters Reports First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

TORONTO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Real Matters Inc. (TSX: REAL) (“Real Matters” or the “Company”), a leading network management services platform for the mortgage and insurance industries, today announced its financial results for the first quarter ended December 31, 2024.

“We reported consolidated revenue of $41.0 million in the first quarter, up 16% year-over-year, and consolidated Net Revenue^(A) increased 12% led by growth in all three segments. Refinance origination volumes in our U.S. Title segment were up 46% year-over-year and Net Revenue^(A) margins increased by 610 basis points,” said Real Matters Chief Executive Officer Brian Lang.

“There are now 8.8 million outstanding mortgages with interest rates above 6%, which represents a sizeable pool of potential refinance candidates. We are encouraged by the market opportunity we saw as a result of a short-term rally in rates in September – adding to our conviction of the market potential for refinance going forward. As a result, we are seeing broad pipeline movement; we are confident that we will have new, active franchise title clients in the coming months,” added Lang.

“We have a strong balance sheet, and we will continue to prudently manage our cost base to align with market conditions, ensuring we focus on growth as headwinds turn to tailwinds for our business. We are at a key inflection point for our title business,” concluded Lang.

Q1 2025 Highlights

Consolidated revenue of $41.0 million –16% year-over-year increase
Consolidated Net Revenue^(A) of $10.9 million – 12% year-over-year increase
Adjusted EBITDA^(A) loss of $1.7 million compared with loss of $1.1 million in Q1’24
Net income of $2.3 million up from net loss of $3.6 million in Q1’24
Launched five new clients
Significant operating leverage in Canadian segment – converted 90% of the incremental Net Revenue^(A) to Adjusted EBITDA^(A) in Q1’25
Cash and cash equivalents of $49.0 million and no outstanding debt as at December 31, 2024

Financial and Operational Summary

		Quarter ended
	2025				2024			2024			2024			2024		% Change¹
		Q1			Q4			Q3			Q2			Q1		Quarter over Quarter		Year over Year
Consolidated
Revenue	$	41.0		$	45.6		$	49.5		$	42.2		$	35.4		-10	%	16	%
Net Revenue^(A)	$	10.9		$	12.0		$	13.1		$	11.5		$	9.7		-10	%	12	%
Adjusted EBITDA^(A)	$	(1.7	)	$	0.6		$	1.7		$	0.7		$	(1.1	)	-395	%	-54	%
Net income (loss)	$	2.3		$	(0.2	)	$	1.7		$	2.1		$	(3.6	)	1,562	%	163	%
Net income (loss) per diluted share	$	0.03		$	0.00		$	0.02		$	0.03		$	(0.05	)	0	%	160	%
Adjusted Net (loss) income^(A)	$	(0.3	)	$	0.9		$	1.7		$	1.3		$	(1.2	)	-129	%	75	%
Adjusted Net (loss) income^(A) per diluted share	$	0.00		$	0.01		$	0.02		$	0.02		$	(0.02	)	-100	%	100	%

U.S. Appraisal segment
Revenue	$	29.4		$	33.8		$	37.5		$	32.6		$	26.8		-13	%	9	%
Net Revenue^(A)	$	7.8		$	9.0		$	10.3		$	9.2		$	7.5		-14	%	4	%
Net Revenue^(A) margin		26.5	%		26.7	%		27.6	%		28.3	%		27.9	%
Adjusted EBITDA^(A)	$	2.4		$	4.1		$	5.5		$	4.4		$	2.7		-41	%	-10	%
Adjusted EBITDA^(A) margin		30.9	%		45.2	%		53.2	%		47.9	%		35.8	%

U.S. Title segment
Revenue	$	2.5		$	2.4		$	2.1		$	2.0		$	2.0		4	%	25	%
Net Revenue^(A)	$	1.4			1.2		$	0.9			0.9		$	1.0		12	%	41	%
Net Revenue^(A) margin		53.4	%		49.8	%		43.6	%		44.0	%		47.3	%
Adjusted EBITDA^(A)	$	(1.8	)	$	(1.6	)	$	(1.9	)	$	(1.7	)	$	(1.6	)	-13	%	-11	%
Adjusted EBITDA^(A) margin		-132.3	%		-131.4	%		-209.8	%		-184.8	%		-167.9	%

Canadian segment
Revenue	$	9.1		$	9.4		$	9.9		$	7.6		$	6.6		-3	%	38	%
Net Revenue^(A)	$	1.7		$	1.8		$	1.9		$	1.4		$	1.2		-3	%	39	%
Net Revenue^(A) margin		18.9	%		18.9	%		19.0	%		18.9	%		18.8	%
Adjusted EBITDA^(A)	$	1.1		$	1.2		$	1.3		$	0.9		$	0.7		-5	%	62	%
Adjusted EBITDA^(A) margin		66.1	%		67.7	%		69.3	%		62.3	%		56.8	%

Corporate segment
Adjusted EBITDA^(A)	$	(3.4	)	$	(3.1	)	$	(3.2	)	$	(2.9	)	$	(2.9	)	-8	%	-20	%

Percentage change is calculated based on figures disclosed in our MD&A which are rounded to the nearest thousands of dollars.

Conference Call and Webcast
A conference call to review the results will take place at 10:00 a.m. (ET) on Thursday, January 30, 2025, hosted by Chief Executive Officer Brian Lang and Chief Financial Officer Rodrigo Pinto. An accompanying slide presentation will be posted to the Investor section of our website shortly before the call.

To access the call:

Participant Local (Toronto): (289) 819-1520
Participant Toll Free Dial-In Number: 1-800-549-8228
Conference ID: 15714

To listen to the live webcast of the call:

The webcast will be archived and a transcript of the call will be available in the Investor section of our website following the call.

(A) Non-GAAP Measures
The non-GAAP measures used in this news release, including Net Revenue, Adjusted EBITDA and Adjusted Net Income do not have a standardized meaning prescribed by IFRS® Accounting Standards and are therefore unlikely to be comparable to similar measures presented by other issuers. These non-GAAP measures are more fully defined and discussed in the Company’s MD&A for the three months ended December 31, 2024 under the heading “Non-GAAP measures”, which is incorporated by reference in this Press Release and available on SEDAR+ at www.sedarplus.ca.

Real Matters financial results for the three months ended December 31, 2024 are included in the unaudited interim condensed consolidated financial statements and the accompanying MD&A, each of which are available on SEDAR+ at www.sedarplus.ca. In addition, supplemental information is available on our website at www.realmatters.com.

Net Revenue represents the difference between revenues and transaction costs. Net Revenue margin is calculated as Net Revenue divided by Revenues. The reconciling items between net income or loss and Net Revenue were as follows:

								Quarter ended
		Q1 2025			Q4 2024			Q3 2024			Q2 2024			Q1 2024

Net income (loss)	$	2.3		$	(0.2	)	$	1.7		$	2.1		$	(3.6)
Operating expenses		12.7			12.6			11.8			11.2			11.6
Amortization		0.7			0.8			0.8			0.8			0.8
Restructuring expenses		0.4			–			–			–			–
Interest expense		0.1			0.1			0.1			0.1			0.1
Interest income		(0.5	)		(0.5	)		(0.5	)		(0.4	)		(0.4)
Net foreign exchange (gain) loss		(6.1	)		1.3			(0.9	)		(2.2	)		2.0
Loss (gain) on fair value of derivatives		1.7			(1.9	)		(0.1	)		0.1			(0.2)
Income tax (recovery) expense		(0.4	)		(0.2	)		0.2			(0.2	)		(0.6)
Net Revenue	$	10.9		$	12.0		$	13.1		$	11.5		$	9.7

Adjusted EBITDA represents net income or loss before stock-based compensation expense, amortization, restructuring expenses, interest expense, interest income, net foreign exchange gain or loss, gain or loss on fair value of derivatives and income tax expense or recovery. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Net Revenue. The reconciling items between net income or loss and Adjusted EBITDA were as follows:

								Quarter ended
		Q1 2025			Q4 2024			Q3 2024			Q2 2024			Q1 2024

Net income (loss)	$	2.3		$	(0.2	)	$	1.7		$	2.1		$	(3.6)
Stock-based compensation expense		0.1			1.2			0.4			0.4			0.8
Amortization		0.7			0.8			0.8			0.8			0.8
Restructuring expenses		0.4			–			–			–			–
Interest expense		0.1			0.1			0.1			0.1			0.1
Interest income		(0.5	)		(0.5	)		(0.5	)		(0.4	)		(0.4)
Net foreign exchange (gain) loss		(6.1	)		1.3			(0.9	)		(2.2	)		2.0
Loss (gain) on fair value of derivatives		1.7			(1.9	)		(0.1	)		0.1			(0.2)
Income tax (recovery) expense		(0.4	)		(0.2	)		0.2			(0.2	)		(0.6)
Adjusted EBITDA	$	(1.7	)	$	0.6		$	1.7		$	0.7		$	(1.1)

The reconciling items between net income or loss and Adjusted Net Income or Loss were as follows:

								Quarter ended
		Q1 2025			Q4 2024			Q3 2024			Q2 2024			Q1 2024

Net income (loss)	$	2.3		$	(0.2	)	$	1.7		$	2.1		$	(3.6)
Stock-based compensation expense		0.1			1.2			0.4			0.4			0.8
Amortization of intangibles		0.4			0.5			0.4			0.4			0.4
Restructuring expenses		0.4			–			–			–			–
Net foreign exchange (gain) loss		(6.1	)		1.3			(0.9	)		(2.2	)		2.0
Loss (gain) on fair value of derivatives		1.7			(1.9	)		(0.1	)		0.1			(0.2)
Related tax effects		0.9			–			0.2			0.5			(0.6)
Adjusted Net (Loss) Income	$	(0.3	)	$	0.9		$	1.7		$	1.3		$	(1.2)

Forward-Looking Information
This Press Release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Words such as “could”, “forecast”, “target”, “may”, “will”, “would”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “seek”, “believe”, “likely” and “predict” and variations of such words and similar expressions are intended to identify such forward-looking information, although not all forward-looking information contains these identifying words.

The forward-looking information in this Press Release includes statements which reflect the current expectations of management with respect to our business and the industry in which we operate and is based on management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management believes appropriate and reasonable in the circumstances. The forward-looking information reflects management’s beliefs based on information currently available to management, including information obtained from third party sources, and should not be read as a guarantee of the occurrence or timing of any future events, performance or results.

The forward-looking information in this Press Release is subject to risks, uncertainties and other factors that are difficult to predict and that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. A comprehensive discussion of the factors which could cause results or events to differ from current expectations can be found in the “Risk Factors” section of our Annual Information Form for the year ended September 30, 2024, which is available on SEDAR+ at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on the forward-looking information, which reflect our expectations only as of the date of this Press Release. Except as required by law, we do not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

About Real Matters
Real Matters is a leading network management services provider for the mortgage lending and insurance industries. Real Matters’ platform combines its proprietary technology and network management capabilities with tens of thousands of independent qualified field professionals to create an efficient marketplace for the provision of mortgage lending and insurance industry services. Our clients include top 100 mortgage lenders in the U.S. and some of the largest banks and insurance companies in Canada. We are a leading independent provider of residential real estate appraisals to the mortgage market and a leading independent provider of title services in the U.S. Headquartered in Markham (ON), Real Matters has principal offices in Buffalo (NY) and Middletown (RI). Real Matters is listed on the Toronto Stock Exchange under the symbol REAL. For more information, visit www.realmatters.com.

For more information:
Lyne Beauregard
Vice President, Investor Relations and Corporate Communications
Real Matters
lbeauregard@realmatters.com
416.994.5930

MIL-OSI: Bread Financial Reports Fourth Quarter and Full Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

COLUMBUS, Ohio, Jan. 30, 2025 (GLOBE NEWSWIRE) — Bread Financial Holdings, Inc.^® (NYSE: BFH), a tech-forward financial services company that provides simple, flexible payment, lending and saving solutions, today announced its fourth quarter and full year 2024 financial results. All earnings-related materials are now available at the company’s investor relations website, here.

Bread Financial President and Chief Executive Officer Ralph Andretta and Chief Financial Officer Perry Beberman will host a conference call at 8:30 a.m. ET today to discuss results. A link to the conference call will be available at the company’s investor relations website, and a replay will also be available there following the call.

About Bread Financial^®
Bread Financial ^® (NYSE: BFH) is a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions to millions of U.S. consumers. Our payment solutions, including Bread Financial general purpose credit cards and savings products, empower our customers and their passions for a better life. Additionally, we deliver growth for some of the most recognized brands in travel & entertainment, health & beauty, jewelry and specialty apparel through our private label and co-brand credit cards and pay-over-time products providing choice and value to our shared customers.

To learn more about Bread Financial, our global associates and our sustainability commitments, visit breadfinancial.com or follow us on Instagram and LinkedIn.

Contacts
Brian Vereb — Investor Relations
Brian.Vereb@breadfinancial.com

Susan Haugen — Investor Relations
Susan.Haugen@breadfinancial.com

Rachel Stultz — Media
Rachel.Stultz@breadfinancial.com

MIL-OSI: Form 8.5 (EPT/RI) – Thruvision Group plc

Source: GlobeNewswire (MIL-OSI)

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Name of exempt principal trader:	Investec Bank plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Thruvision Group plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Investec is Joint financial adviser to Thruvision Group plc
(d) Date dealing undertaken:	29^th January 2025
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state “N/A”	N/A

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
Ordinary shares	Sales	25,000	2.4	2.4

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/A	N/A	N/A	N/A	N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

Date of disclosure:	30^thJanuary 2025
Contact name:	Abhishek Gawde
Telephone number:	+91 9923757332

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

MIL-OSI: Radware Delivers AI-Driven DDoS Protection for TelemaxX Telekommunikation’s Scrubbing Center

Source: GlobeNewswire (MIL-OSI)

MAHWAH, N.J., Jan. 30, 2025 (GLOBE NEWSWIRE) — Radware^® (NASDAQ: RDWR), a global leader in application security and delivery solutions for multi-cloud environments, today announced it expanded its relationship with TelemaxX Telekommunikation GmbH. TelemaxX is leveraging Radware’s AI-powered DefensePro^® X DDoS Protection to advance the network and application security services offered to customers through its scrubbing center.

Headquartered in Karlsruhe, Germany, TelemaxX is a leading regional provider of integrated IT solutions, specializing in telecommunications and data centers, as well as cloud and managed services. Today, TelemaxX operates five high-security data centers in Germany’s Karlsruhe Technology Region, one of Europe’s top centers for innovation. To support its business, TelemaxX also uses Radware’s Cyber Controller platform, a security management, orchestration, and automation solution.

“Working with Radware, we’ve found a partner that can grow step-by-step with our business requirements and customers’ needs,” said Heiko Kreisz, head of internet from TelemaxX. “Through this technology expansion, we can scale our services and help our customers stay ahead of emerging threats while maintaining the integrity and availability of their networks.”

This includes protection against Web DDoS Tsunami attacks, a new aggressive form of HTTPS Flood that targets web applications and APIs. According to Radware’s H1 2024 Global Threat Analysis Report, Web DDoS attacks surged globally 265% during the first six months of 2024 compared to the second half of 2023.

“As the number and sophistication of DDoS attacks increase exponentially, the demand for state-of-the-art AI-driven protection has never been greater,” said Michael Giesselbach, Radware’s regional director in Germany. “Working with TelemaxX, we can meet the needs of growing organizations and improve their security posture while they focus on their core business activities.”

Using AI-powered advanced behavioral algorithms, DefensePro X provides automated, adaptive DDoS protection from fast-moving, high-volume, encrypted or zero-day threats. It defends against IoT-based, Burst, DNS and TLS/SSL attacks, ransom DDoS campaigns, IoT botnets, phantom floods, and other types of cyber threats.

Radware has received numerous awards for its DDoS mitigation, application and API protection, web application firewall, and bot detection and management solutions. Industry analysts such as Aite-Novarica Group, Gartner, GigaOm, IDC, KuppingerCole and QKS Group continue to recognize Radware as a market leader in cyber security.

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

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

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

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

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

Safe Harbor Statement
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements made herein that are not statements of historical fact, including statements about Radware’s plans, outlook, beliefs, or opinions, are forward-looking statements. Generally, forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” For example, when we say in this press release that through this partnership, we can meet the needs of growing organizations and improve their security posture, we are using forward-looking statements. Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware’s current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions, including as a result of the state of war declared in Israel in October 2023 and instability in the Middle East, the war in Ukraine, and the tensions between China and Taiwan; our dependence on independent distributors to sell our products; our ability to manage our anticipated growth effectively; a shortage of components or manufacturing capacity could cause a delay in our ability to fulfill orders or increase our manufacturing costs; our business may be affected by sanctions, export controls, and similar measures, targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries; the ability of vendors to provide our hardware platforms and components for the manufacture of our products; our ability to attract, train, and retain highly qualified personnel; intense competition in the market for cyber security and application delivery solutions and in our industry in general, and changes in the competitive landscape; our ability to develop new solutions and enhance existing solutions; the impact to our reputation and business in the event of real or perceived shortcomings, defects, or vulnerabilities in our solutions, if our end-users experience security breaches, if our information technology systems and data, or those of our service providers and other contractors, are compromised by cyber-attackers or other malicious actors or by a critical system failure; outages, interruptions, or delays in hosting services; the risks associated with our global operations, such as difficulties and costs of staffing and managing foreign operations, compliance costs arising from host country laws or regulations, partial or total expropriation, export duties and quotas, local tax exposure, economic or political instability, including as a result of insurrection, war, natural disasters, and major environmental, climate, or public health concerns, such as the COVID-19 pandemic; our net losses in the past two years and possibility we may incur losses in the future; a slowdown in the growth of the cyber security and application delivery solutions market or in the development of the market for our cloud-based solutions; long sales cycles for our solutions; risks and uncertainties relating to acquisitions or other investments; risks associated with doing business in countries with a history of corruption or with foreign governments; changes in foreign currency exchange rates; risks associated with undetected defects or errors in our products; our ability to protect our proprietary technology; intellectual property infringement claims made by third parties; laws, regulations, and industry standards affecting our business; compliance with open source and third-party licenses; and other factors and risks over which we may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Radware, refer to Radware’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC), and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the SEC’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.

Media Contact:
Gerri Dyrek
Radware
Gerri.Dyrek@radware.com

MIL-OSI: reAlpha Tech Corp. Appoints Piyush Phadke as CFO

Source: GlobeNewswire (MIL-OSI)

DUBLIN, Ohio, Jan. 30, 2025 (GLOBE NEWSWIRE) — reAlpha Tech Corp. (Nasdaq: AIRE) (“reAlpha” or the “Company”), a real estate technology company developing and commercializing artificial intelligence (“AI”) technologies, is pleased to announce the appointment of Piyush Phadke as Chief Financial Officer, effective January 30, 2025. Mr. Phadke will succeed Rakesh Prasad, the Company’s Interim Chief Financial Officer, and he will oversee the Company’s financial and accounting operations, reporting directly to the Company’s President and Chief Operating Officer, Mike Logozzo.

With over 20 years of experience in finance, capital raising and strategic leadership, Mr. Phadke brings a wealth of expertise to reAlpha. Prior to joining reAlpha, he served as a Managing Director at BTIG, LLC, where he specialized in providing investment banking services for lower middle-market companies. Mr. Phadke also held senior investment banking positions at Jefferies LLC and Bank of America, where he focused on capital markets transactions for private equity clients.

“We’re excited to welcome Piyush to the team,” said Mike Logozzo, President and Chief Operating Officer of reAlpha. “His extensive background in investment banking and capital markets will be invaluable as we continue to execute on our growth strategy. We believe Piyush’s leadership will strengthen our financial infrastructure and support our mission to be a global leader in the real estate tech space.”

“I am thrilled to join reAlpha at this pivotal moment,” said Mr. Phadke. “reAlpha’s commitment to leverage AI technologies for the real estate industry is inspiring, and I expect to utilize my background in capital raising and investment banking to help reAlpha accelerate its financial and operational objectives.”

As a first order of business, Mr. Phadke will focus on optimizing reAlpha’s capital structure and strengthening its balance sheet.

For more information about Mr. Phadke’s appointment and related compensation arrangement, please refer to the Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”).

About reAlpha Tech Corp.

reAlpha Tech Corp. (Nasdaq: AIRE) is a real estate technology company developing an end-to-end commission-free homebuying platform. Utilizing the power of AI and an acquisition-led growth strategy, reAlpha’s goal is to offer a more affordable, streamlined experience for those on the journey to homeownership. For more information, visit www.realpha.com.

Forward-Looking Statements

The information in this press release includes “forward-looking statements”. Forward-looking statements include, among other things, statements about the appointment of Mr. Phadke as Chief Financial Officer and the anticipated benefits thereof. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; reAlpha’s ability to commercialize its developing AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies’ services; reAlpha’s ability to successfully enter new geographic markets; reAlpha’s ability to obtain the necessary regulatory and legal approvals to expand into additional U.S. states and maintain, or obtain, brokerage licenses in such states; reAlpha’s ability to generate additional sales or revenue from having access to, or obtaining, additional U.S. states brokerage licenses; reAlpha’s inability to accurately forecast demand for short-term rentals, corporate relocation programs and AI-based real estate focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha’s SEC filings. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations Contact
investorrelations@realpha.com

Media Contact
Alliance Advisors IR on behalf of reAlpha
Fatema Bhabrawala
FBhabrawala@allianceadvisors.com

MIL-OSI: FirstCash Reports Record Fourth Quarter and Full-Year Operating Results; Accelerating Pawn Demand Drives Record Revenue & Earnings; Declares Quarterly Cash Dividend

Source: GlobeNewswire (MIL-OSI)

FORT WORTH, Texas, Jan. 30, 2025 (GLOBE NEWSWIRE) — FirstCash Holdings, Inc. (“FirstCash” or the “Company”) (Nasdaq: FCFS), the leading international operator of more than 3,000 retail pawn stores and a leading provider of retail point-of-sale (“POS”) payment solutions, today announced operating results for the fourth quarter and full-year ended December 31, 2024. The Company also announced that the Board of Directors declared a quarterly cash dividend of $0.38 per share, which will be paid on February 28, 2025.

Mr. Rick Wessel, chief executive officer, stated, “FirstCash posted record fourth quarter and full year revenues and earnings primarily fueled by exceptionally strong pawn operating results. Same-store pawn receivables increased 12% in both the U.S. and Latin America (local currency basis) compared to last year. This marked the sixth consecutive quarter of double digit same-store pawn receivable growth in the U.S. The POS payment solutions segment (“AFF”) had solid profitability as well, and posted growth in transaction volumes and door counts for the quarter and year-to-date periods.

“A total of 16 pawn stores were added in the fourth quarter, including an acquisition of 10 stores coupled with six new store openings. For the full year, 99 pawn stores were opened or acquired, boosting the total store base to 3,026 locations. FirstCash’s cash flows and balance sheet remain strong and we believe that we are well positioned to fund further anticipated store growth in 2025 along with dividends and potential share buybacks.”

This release contains adjusted financial measures, which exclude certain non-operating and/or non-cash income and expenses, that are non-GAAP financial measures. Please refer to the descriptions and reconciliations to GAAP of these and other non-GAAP financial measures at the end of this release.

	Three Months Ended December 31,
	As Reported (GAAP)				Adjusted (Non-GAAP)
In thousands, except per share amounts	2024		2023		2024		2023
Revenue	$	883,811	$	852,134	$	883,811	$	852,134
Net income	$	83,547	$	69,589	$	95,415	$	92,846
Diluted earnings per share	$	1.86	$	1.53	$	2.12	$	2.04
EBITDA (non-GAAP measure)	$	162,636	$	145,493	$	165,685	$	161,704
Weighted-average diluted shares		45,038		45,425		45,038		45,425

	Twelve Months Ended December 31,
	As Reported (GAAP)				Adjusted (Non-GAAP)
In thousands, except per share amounts	2024		2023		2024		2023
Revenue	$	3,388,514	$	3,151,796	$	3,388,514	$	3,151,796
Net income	$	258,815	$	219,301	$	302,680	$	276,874
Diluted earnings per share	$	5.73	$	4.80	$	6.70	$	6.06
EBITDA (non-GAAP measure)	$	551,008	$	493,784	$	558,437	$	511,732
Weighted-average diluted shares		45,168		45,693		45,168		45,693

Consolidated Operating Highlights

Gross revenues totaled a record $3.4 billion in 2024, an increase of 8% on both a GAAP and constant currency basis compared to last year. Revenues totaled $884 million in the fourth quarter, an increase of 4% on a GAAP basis and 7% on a constant currency basis compared to the prior-year quarter.
Diluted earnings per share for 2024 increased 19% over last year on a GAAP basis while adjusted diluted earnings per share increased 11% compared to the prior year. For the fourth quarter, diluted earnings per share increased 22% over the prior-year quarter on a GAAP basis while adjusted diluted earnings per share increased 4% compared to the prior-year quarter. These results were even more impressive in light of lower foreign currency exchange rates, which reduced 2024 earnings per share by approximately $0.06 for the fourth quarter and $0.04 for the full year compared to the prior-year periods.
Record net income for 2024 totaled $259 million on a GAAP basis while adjusted net income was a record $303 million, which represented increases of 18% and 9%, respectively, over the prior year.
Adjusted EBITDA for the full year was $558 million, an increase of $47 million, or 9%, compared to the prior year.

Store Base and Platform Growth

Pawn Stores – 16 pawn locations were added in Mexico during the fourth quarter, consisting of ten acquired stores and six de novo stores. For the full year, a total of 99 pawn locations were added, including 29 stores in the U.S. and 70 stores in Latin America.
As of December 31, 2024, the Company had 3,026 locations, comprised of 1,200 U.S. locations and 1,826 locations in Latin America.

Retail POS Payment Solutions (AFF) Merchant Partnerships – As of December 31, 2024, there were approximately 13,600 active retail and e-commerce merchant partner locations, representing a 17% increase in the number of active merchant locations compared to a year ago. Excluding certain furniture locations closed due to bankruptcies, the number of active doors increased over 25%.

U.S. Pawn Segment Operating Results

Fourth quarter 2024 segment pre-tax operating income was $112 million, an increase of $13 million, or 14%, compared to the prior-year quarter. The resulting segment pre-tax operating margin remained strong at 26% for the quarter.
Full year 2024 segment pre-tax operating income was $397 million, an increase of $61 million, or 18%, compared to the prior year. The resulting segment pre-tax operating margin was 25% for the full year, which equaled the prior year.
Pawn receivables grew significantly over the course of the fourth quarter, totaling almost $400 million by year end and increasing 15% compared to the prior year. The increase in total pawn receivables was driven by a 5% increase in the year-to-date weighted-average store count coupled with an impressive 12% same-store increase. On a two-year stacked basis, same-store pawn receivables were up 26%.
Pawn loan fees increased 11% for the fourth quarter and 16% for the full year, while on a same-store basis, pawn loan fee revenue increased 9% and 11% compared to both of the respective prior-year periods.
Retail merchandise sales increased 10% in the fourth quarter and 13% for the full year compared to the respective prior-year periods. Same-store retail sales increased 6% for both the quarter and full year compared to the respective prior-year periods, as the Company saw continued retail demand from value-conscious consumers.
Retail sales margins improved to a robust 43% in the fourth quarter compared to 42% in the prior-year quarter. Full year retail margins were 42% in 2024 compared to 43% in 2023.
Annualized inventory turnover was consistent at 2.8 times for both 2024 and 2023. Inventories aged greater than one year at December 31, 2024 remained extremely low at 1% of total inventories.
Operating expenses for the fourth quarter and full year increased 10% and 12%, respectively, as compared to the prior-year periods, primarily due to store additions and increased labor and variable compensation expenses. On a same-store basis, expenses increased 7% for the quarter and 5% for the full year compared to the respective prior-year periods.

Latin America Pawn Segment Operating Results

Note: Certain growth rates below are calculated on a constant currency basis, a non-GAAP financial measure defined at the end of this release. The average Mexican peso to U.S. dollar exchange rate for the fourth quarter of 2024 was 20.1 pesos / dollar, an unfavorable change of 14% versus the comparable prior-year period, and for the twelve-month period ended December 31, 2024 was 18.3 pesos / dollar, an unfavorable change of 3% versus the prior-year period.

While fourth quarter segment pre-tax operating income decreased 4% on a U.S. dollar basis compared to last year, it increased 7% on a constant currency basis. The resulting segment pre-tax operating margin was 20% for both the fourth quarter of 2024 and 2023.
For the full year of 2024, segment pre-tax operating income decreased 4% on a U.S. dollar basis compared to the prior year and decreased 2% on a constant currency basis. The resulting segment pre-tax operating margin was 19%, equaling the prior year.
While pawn receivables at December 31, 2024 decreased 5% on a U.S. dollar basis, they increased 13% on a constant currency basis compared to the prior year. On a same-store basis, pawn receivables decreased 6% on a U.S. dollar basis but increased 12% on a constant currency basis compared to the prior year.
While total and same-store pawn loan fees in the fourth quarter decreased 3% in U.S. dollars, they increased 10% on a constant currency basis compared to the prior-year quarter. For the full year, both total and same-store pawn loan fees increased 4%, or 7% on a constant currency basis, compared to the prior year.
Although retail merchandise sales in the fourth quarter of 2024 decreased 5% compared to the prior-year quarter, they increased 7% on a constant currency basis. Same-store retail merchandise sales in the fourth quarter of 2024 decreased 6% on a U.S. dollar basis while increasing 7% on a constant currency basis compared to the prior-year quarter. For the full year, retail merchandise sales increased 2%, or 4% on a constant currency basis, compared to the prior year, while same-store retail merchandise sales increased 1%, or 4% on a constant currency basis, compared to the prior year.
Retail margins were 34% for the fourth quarter of 2024 and 35% for the full year, both similar to prior-period results. Annualized inventory turnover was 4.2 times in 2024 versus 4.4 times in 2023, while inventories aged greater than one year at December 31, 2024 remained extremely low at 1%.
Operating expenses for the fourth quarter of 2024 decreased 5% in total but increased 7% on a constant currency basis compared to the prior-year quarter while full year operating expenses increased 7%, or 9% on a constant currency basis compared to last year. The increase in constant currency expenses from all stores reflected increased store counts and higher labor costs (due primarily to further increases in the federal minimum wage and other mandated benefit programs), along with other inflationary impacts.

American First Finance (AFF) – Retail POS Payment Solutions Segment Operating Results

Fourth quarter segment pre-tax operating income totaled $39 million, a decrease of 10% compared to the prior-year quarter. The anticipated decline in earnings was reflective of lower net revenue from its furniture vertical, partially offset by strong growth in non-furniture net revenues.
For the full year, segment pre-tax operating income remained strong at $129 million, a nominal decrease of 3% over the prior year.
Segment revenues for the quarter, comprised of lease-to-own (“LTO”) fees and interest and fees on finance receivables, decreased 1% compared to the prior-year quarter. Revenues for the full year increased 3% compared to the prior year.
Gross transaction volume of lease and loan originations during the fourth quarter increased $12 million, or 4%, compared to last year, driven primarily by the 17% increase in active merchant door counts and continued growth in non-furniture verticals. Excluding furniture, fourth quarter origination volume increased approximately 36%. For the full year, overall gross transaction volume increased 5% over the prior year and was up 27%, excluding furniture.
Combined gross leased merchandise and finance receivables outstanding at December 31, 2024 decreased 1% compared to the December 31, 2023 balances.
The combined lease and loan loss provision as a percentage of the total gross transaction volume originated was 29% for both 2024 and 2023. The resulting allowance on combined leased merchandise and finance receivables at December 31, 2024 was 42% compared to 40% in the prior year.
The average monthly net charge-off (“NCO”) rate for combined leased merchandise and finance receivable products for the full year 2024 was 5.3% compared to the prior-year rate of 5.0%, and was in line with the Company’s targeted range for NCO’s.

Cash Flow and Liquidity

Each of the Company’s three business segments generated significant operating cash flows in 2024. Consolidated operating cash flows for the full year grew 30% and totaled $540 million compared to $416 million in 2023.
Adjusted free cash flows (a non-GAAP measure) increased 24% to $262 million in 2024, compared to $212 million in the prior year.
The operating cash flows helped fund significant growth in earning assets and continued investments in the pawn store platform with a nominal increase in net debt. Key investments made in 2024 included:
- Pawn earning assets (pawn receivables and inventories) increased $69 million.
- A total of 38 pawn stores were acquired for a combined cash purchase price of $76 million.
- 61 new, or de novo, pawn stores were added for a total investment of $19 million in fixed assets and working capital.
- Real estate purchases totaling $86 million as the Company purchased the underlying real estate at 58 of its existing pawn stores, bringing the number of Company-owned properties to 400 locations.
Net debt at December 31, 2024 was $1.6 billion, a modest 5% increase over the prior year. Over $1.5 billion of the Company’s long-term financing remains fixed rate debt with favorable interest rates ranging from 4.625% to 6.875% and maturity dates that do not begin until 2028 and continue into 2032.
The Company’s net debt to adjusted EBITDA ratio was 2.8x at December 31, 2024.

Shareholder Returns

The Board of Directors declared a $0.38 per share first quarter cash dividend, which will be paid on February 28, 2025 to stockholders of record as of February 14, 2025. This represents an annualized dividend of $1.52 per share. Any future dividends are subject to approval by the Company’s Board of Directors.
During 2024, FirstCash repurchased $85 million of its common stock. The Company has $115 million available under the $200 million share repurchase program authorized in July 2023. Future share repurchases are subject to expected liquidity, acquisitions and other investment opportunities, debt covenant restrictions, market conditions and other relevant factors.
Combined shareholder payouts in the form of cash dividends and stock repurchases were over $150 million in 2024 and have totaled almost $800 million over the last five years.
The Company generated a 13% return on equity and a 6% return on assets in 2024. Using adjusted net income for 2024, the adjusted return on equity was 15% while the adjusted return on assets was 7%.

2025 Outlook

The Company’s outlook for 2025 is highly positive given the continued growth in pawn receivables and expectations for further pawn store additions and AFF merchant partner growth. Anticipated conditions and trends for 2025 include the following:

Pawn Operations:

Pawn operations will continue to be the primary earnings driver, as the Company expects the contribution from the combined U.S. and Latin America pawn segments to be approximately 85% of total segment level pre-tax income for 2025.
The Company expects further growth in the pawn store base in 2025 through a combination of new store openings and potential acquisitions. Over the last five years, the Company has added an average of 115 new and acquired stores per year. The guidance presented below does not assume any material acquisition activity.

U.S. Pawn

U.S. Pawn is anticipated to contribute approximately 65% of total segment level pre-tax income for 2025.
Same-store pawn loans began 2025 up 12% compared to a year ago, with January balances to date up similarly. Given the strength of the 2024 same-store results, growth rates are expected to moderate slightly over the course of the year, but still result in strong pawn fee growth that is expected to be in a range of 8% to 11% for the full year.
Similar retail sales growth is projected for 2025, with retail margins expected to be in a normalized range targeted at approximately 42%.
Given the strong revenue momentum coupled with modest expense growth, the Company anticipates solid double-digit segment earnings growth in 2025 from this, its largest segment.

Latin America Pawn

LatAm Pawn is anticipated to contribute approximately 20% of total segment level pre-tax income for 2025.
U.S. dollar-reported results for Latin America in 2025 are expected to be impacted by the lower exchange rate for the Mexican peso, which has most recently been in a range 20 to 21 pesos per U.S. dollar compared to the average exchange rate of 18.3 to 1 in 2024.
Same-store pawn receivables began 2025 down 6% on a U.S. dollar basis but up 12% on a constant currency basis. Full year pawn fee growth is expected to remain in a range of 8% to 11% on a local currency basis while it is projected to be down in a range of 2% to 5% on a U.S. dollar basis, given the current exchange rate.
Retail sales in Latin America are also expected to track similarly to pawn fees in 2025 with consistent retail margins.
While operating expenses are expected to increase by 6% to 9% in Latin America on a local currency basis (given the enacted 10% increase in the Mexico minimum wage for 2025), expenses are anticipated to decline in a range of 3% to 6% on a U.S. dollar basis, which should dampen the overall currency impact on dollar-denominated segment earnings.

Retail POS Payment Solutions (AFF) Operations:

AFF is anticipated to contribute approximately 15% of total segment level pre-tax income for 2025.
As a result of recent merchant partner bankruptcies in the furniture sector (Conn’s HomePlus and American Freight), the Company anticipates first half 2025 origination volume being down to the prior year, given lower expected furniture originations, which are more seasonally weighted to the income tax refund season. Despite this headwind, full year origination volume for 2025 is expected to increase in a low single digit range compared to 2024, given continued growth in door counts and originations from new and other existing merchants. Excluding originations from Conn’s HomePlus and American Freight, origination volumes are expected to increase in a range of 20% to 25% over 2024.
While full year 2025 net revenues are forecast to decline in a range of 10% to 15% compared to the prior year due to lower LTO balances and first half originations, reduced operating expenses related to the changes in product mix and other expense reduction initiatives are expected to offset much of the decrease in net revenue. Resulting full year segment pre-tax income is expected to be flat to down only slightly compared to the prior year.

Tax Rates and Currency:

The full year 2025 effective income tax rate under current tax codes in the U.S. and Latin America is expected to range from 24% to 25%.
Each full point change in the exchange rate of the Mexican peso is projected to have an annual earnings impact of approximately $0.10 per share.

Additional Commentary and Analysis

Mr. Wessel further commented on FirstCash’s 2024 operating results and the outlook for 2025, “Our core pawn segments continue to see exceptional growth in pawn receivables, pawn fees and retail sales. Strong sequential acceleration in same-store pawn receivable growth rates during the fourth quarter resulted in end of year increases in pawn receivables of 15% in the U.S. and 13% (constant currency basis) in Latin America compared to last year. We believe this growth continues to be driven by inflationary impacts and credit tightening for consumers with small, immediate cash needs. Furthermore, we saw excellent retail sales results in the fourth quarter, with same-store sales up 6% in the U.S. and 7% in LatAm (constant currency) compared to the prior-year quarter while maintaining strong gross margins, which we attribute to our deep value retail pricing, attractive interest-free layaway programs and excellent customer service.

“Our industry-leading pawn operations were further expanded in 2024 as we added almost 100 locations through new store openings across all markets, coupled with strategic acquisitions in the U.S. and Mexico. Over the last five years, we have opened or acquired more than 550 pawn locations and we began 2025 with a strong pipeline of new store openings already in process. While most of our new store openings will continue to be in Latin America, we currently have three store openings slated for growth markets in the U.S. Additionally, we continue to see accretive acquisition opportunities in multiple markets which can be funded from available cash and credit facilities.

“While a smaller component of FirstCash’s consolidated operations, AFF posted solid results in 2024 by contributing almost $130 million in segment earnings and generating meaningful cash flow. Although this was a difficult year in the retail furniture industry, given weak sales volumes and store closings at several retailers of size, AFF posted overall origination growth in 2024, driven by successful expansion in other vertical categories and its strong field sales channel.

“We began 2025 in a strong position to again deliver meaningful earnings growth with the current momentum in our core pawn business in both the U.S. and Latin America and opportunities for additional growth through pawnshop acquisitions and de novo store openings. AFF’s prospects remain positive as well, as it continues to grow and diversify its merchant base. On a consolidated basis, our strong cash flows and balance sheet position us well to support this growth, and combined with ongoing cash dividends and potential share repurchases, are expected to drive further shareholder returns,” concluded Mr. Wessel.

About FirstCash

FirstCash is the leading international operator of pawn stores focused on serving cash and credit-constrained consumers. FirstCash’s more than 3,000 pawn stores in the U.S. and Latin America buy and sell a wide variety of jewelry, electronics, tools, appliances, sporting goods, musical instruments and other merchandise, and make small non-recourse pawn loans secured by pledged personal property. FirstCash’s pawn segments in the U.S. and Latin America currently account for approximately 80% of segment earnings, with the remainder provided by its wholly owned subsidiary, AFF, which provides lease-to-own and retail finance payment solutions for consumer goods and services.

FirstCash is a component company in both the Standard & Poor’s MidCap 400 Index® and the Russell 2000 Index®. FirstCash’s common stock (ticker symbol “FCFS”) is traded on the Nasdaq, the creator of the world’s first electronic stock market. For additional information regarding FirstCash and the services it provides, visit FirstCash’s websites located at http://www.firstcash.com and http://www.americanfirstfinance.com.

Forward-Looking Information

This release contains forward-looking statements about the business, financial condition, outlook and prospects of FirstCash Holdings, Inc. and its wholly owned subsidiaries (together, the “Company”), including the Company’s outlook for 2025. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “outlook,” “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations, outlook and future plans. Forward-looking statements can also be identified by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.

While the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this release. Such factors and risks may include, without limitation, risks related to the extensive regulatory environment in which the Company operates; risks associated with the legal and regulatory proceedings that the Company is a party to or may become a party to in the future, including the Consumer Financial Protection Bureau (the “CFPB”) lawsuit filed against the Company; risks related to the Company’s acquisitions, including the failure of the Company’s acquisitions to deliver the estimated value and benefits expected by the Company and the ability of the Company to continue to identify and consummate acquisitions on favorable terms, if at all; potential changes in consumer behavior and shopping patterns which could impact demand for the Company’s pawn loan, retail, lease-to-own (“LTO”) and retail finance products, labor shortages and increased labor costs; a deterioration in the economic conditions in the United States and Latin America, including as a result of inflation, elevated interest rates and higher gas prices, which potentially could have an impact on discretionary consumer spending and demand for the Company’s products; currency fluctuations, primarily involving the Mexican peso; competition the Company faces from other retailers and providers of retail payment solutions; the ability of the Company to successfully execute on its business strategies; contraction in sales activity at merchant partners of the Company’s retail POS payment solutions business; impact of store closures, financial difficulties or even bankruptcies at the merchant partners of the Company’s retail POS payment solutions business; the ability of the Company’s retail POS payment solutions business to continue to grow its base of merchant partners, including those outside of the furniture vertical; and other risks discussed and described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and other reports filed with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this release speak only as of the date of this release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

FIRSTCASH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
Revenue:
Retail merchandise sales	$	413,671		$	397,412		$	1,507,096		$	1,381,272
Pawn loan fees		189,984			178,238			737,126			658,536
Leased merchandise income		177,440			190,057			766,241			752,682
Interest and fees on finance receivables		70,507			59,571			245,891			233,818
Wholesale scrap jewelry sales		32,209			26,856			132,160			125,488
Total revenue		883,811			852,134			3,388,514			3,151,796

Cost of revenue:
Cost of retail merchandise sold		249,831			241,402			909,685			832,393
Depreciation of leased merchandise		97,937			103,631			433,306			411,455
Provision for lease losses		33,561			34,184			163,395			175,858
Provision for loan losses		41,736			32,459			143,827			123,030
Cost of wholesale scrap jewelry sold		27,058			22,809			108,769			101,821
Total cost of revenue		450,123			434,485			1,758,982			1,644,557

Net revenue		433,688			417,649			1,629,532			1,507,239

Expenses and other income:
Operating expenses		226,547			216,783			900,978			832,149
Administrative expenses		43,636			51,887			173,199			176,315
Depreciation and amortization		26,434			27,635			104,941			109,161
Interest expense		27,197			26,586			105,226			93,243
Interest income		(528	)		(216	)		(1,935	)		(1,469	)
Loss (gain) on foreign exchange		508			376			2,641			(1,529	)
Merger and acquisition expenses		42			4,252			2,228			7,922
Other expenses (income), net		319			(1,142	)		(522	)		(1,402	)
Total expenses and other income		324,155			326,161			1,286,756			1,214,390

Income before income taxes		109,533			91,488			342,776			292,849

Provision for income taxes		25,986			21,899			83,961			73,548

Net income	$	83,547		$	69,589		$	258,815		$	219,301

FIRSTCASH HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)

	December 31,
	2024			2023
ASSETS
Cash and cash equivalents	$	175,095		$	127,018
Accounts receivable, net		73,325			71,922
Pawn loans		517,867			471,846
Finance receivables, net		147,501			113,901
Inventories		334,580			312,089
Leased merchandise, net		128,437			171,191
Prepaid expenses and other current assets		26,943			38,634
Total current assets		1,403,748			1,306,601

Property and equipment, net		717,916			632,724
Operating lease right of use asset		324,646			328,458
Goodwill		1,787,172			1,727,652
Intangible assets, net		228,858			277,724
Other assets		9,934			10,242
Deferred tax assets, net		4,712			6,514
Total assets	$	4,476,986		$	4,289,915

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities	$	171,540		$	163,050
Customer deposits and prepayments		72,703			70,580
Lease liability, current		95,161			101,962
Total current liabilities		339,404			335,592

Revolving unsecured credit facilities		198,000			568,000
Senior unsecured notes		1,531,346			1,037,647
Deferred tax liabilities, net		128,574			136,773
Lease liability, non-current		225,498			215,485
Total liabilities		2,422,822			2,293,497

Stockholders’ equity:
Common stock		575			573
Additional paid-in capital		1,767,569			1,741,046
Retained earnings		1,411,083			1,218,029
Accumulated other comprehensive loss		(129,596	)		(43,037	)
Common stock held in treasury, at cost		(995,467	)		(920,193	)
Total stockholders’ equity		2,054,164			1,996,418
Total liabilities and stockholders’ equity	$	4,476,986		$	4,289,915

FIRSTCASH HOLDINGS, INC.
U.S. PAWN SEGMENT RESULTS
(UNAUDITED)

U.S. Pawn Operating Results and Margins (dollars in thousands)

	Three Months Ended
	December 31,
	2024			2023			Increase
Revenue:
Retail merchandise sales	$	267,251		$	243,697			10	%
Pawn loan fees		133,563			120,083			11	%
Wholesale scrap jewelry sales		23,201			17,463			33	%
Total revenue		424,015			381,243			11	%

Cost of revenue:
Cost of retail merchandise sold		153,641			141,406			9	%
Cost of wholesale scrap jewelry sold		19,755			14,941			32	%
Total cost of revenue		173,396			156,347			11	%

Net revenue		250,619			224,896			11	%

Segment expenses:
Operating expenses		131,439			119,627			10	%
Depreciation and amortization		7,371			6,799			8	%
Total segment expenses		138,810			126,426			10	%

Segment pre-tax operating income	$	111,809		$	98,470			14	%

Operating metrics:
Retail merchandise sales margin	43		%	42		%
Net revenue margin	59		%	59		%
Segment pre-tax operating margin	26		%	26		%

FIRSTCASH HOLDINGS, INC.
U.S. PAWN SEGMENT RESULTS (CONTINUED)
(UNAUDITED)

	Twelve Months Ended
	December 31,
	2024			2023			Increase
Revenue:
Retail merchandise sales	$	969,371		$	854,190			13	%
Pawn loan fees		505,262			435,762			16	%
Wholesale scrap jewelry sales		93,923			78,571			20	%
Total revenue		1,568,556			1,368,523			15	%

Cost of revenue:
Cost of retail merchandise sold		560,970			490,544			14	%
Cost of wholesale scrap jewelry sold		77,683			64,545			20	%
Total cost of revenue		638,653			555,089			15	%

Net revenue		929,903			813,434			14	%

Segment expenses:
Operating expenses		503,630			451,543			12	%
Depreciation and amortization		28,980			25,585			13	%
Total segment expenses		532,610			477,128			12	%

Segment pre-tax operating income	$	397,293		$	336,306			18	%

Operating metrics:
Retail merchandise sales margin	42		%	43		%
Net revenue margin	59		%	59		%
Segment pre-tax operating margin	25		%	25		%

FIRSTCASH HOLDINGS, INC.
U.S. PAWN SEGMENT RESULTS (CONTINUED)
(UNAUDITED)

U.S. Pawn Earning Assets and Portfolio Metrics (dollars in thousands, except as otherwise noted)

	As of December 31,
	2024			2023			Increase
Earning assets:
Pawn loans	$	396,667		$	344,152			15	%
Inventories		245,492			221,843			11	%
	$	642,159		$	565,995			13	%

Average outstanding pawn loan amount (in ones)	$	283		$	258			10	%

Composition of pawn collateral:
General merchandise	28		%	30		%
Jewelry	72		%	70		%
	100		%	100		%

Composition of inventories:
General merchandise	41		%	43		%
Jewelry	59		%	57		%
	100		%	100		%

Percentage of inventory aged greater than one year	1		%	1		%

Inventory turnover (trailing twelve months cost of merchandise sales divided by average inventories)	2.8 times			2.8 times

FIRSTCASH HOLDINGS, INC.
LATIN AMERICA PAWN SEGMENT RESULTS
(UNAUDITED)

Latin America Pawn Segment Results

Constant currency results are non-GAAP financial measures, which exclude the effects of foreign currency translation and are calculated by translating current-year results at prior-year average exchange rates. See the “Constant Currency Results” section below for additional discussion of constant currency operating results.

Latin America Pawn Operating Results and Margins (dollars in thousands)

											Constant Currency Basis
											Three Months
											Ended
	Three Months Ended										December 31,			Increase /
	December 31,										2024			(Decrease)
	2024			2023			(Decrease)				(Non-GAAP)			(Non-GAAP)
Revenue:
Retail merchandise sales	$	147,412		$	155,310			(5)	%		$	166,927			7	%
Pawn loan fees		56,421			58,155			(3)	%			63,893			10	%
Wholesale scrap jewelry sales		9,008			9,393			(4)	%			9,008			(4)	%
Total revenue		212,841			222,858			(4)	%			239,828			8	%

Cost of revenue:
Cost of retail merchandise sold		96,718			100,870			(4)	%			109,445			9	%
Cost of wholesale scrap jewelry sold		7,303			7,868			(7)	%			8,278			5	%
Total cost of revenue		104,021			108,738			(4)	%			117,723			8	%

Net revenue		108,820			114,120			(5)	%			122,105			7	%

Segment expenses:
Operating expenses		60,918			63,976			(5)	%			68,628			7	%
Depreciation and amortization		5,170			5,466			(5)	%			5,754			5	%
Total segment expenses		66,088			69,442			(5)	%			74,382			7	%

Segment pre-tax operating income	$	42,732		$	44,678			(4)	%		$	47,723			7	%

Operating metrics:
Retail merchandise sales margin	34		%	35		%				34			%
Net revenue margin	51		%	51		%				51			%
Segment pre-tax operating margin	20		%	20		%				20			%

FIRSTCASH HOLDINGS, INC.
LATIN AMERICA PAWN SEGMENT RESULTS (CONTINUED)
(UNAUDITED)

										Constant Currency Basis
										Twelve Months
										Ended
	Twelve Months Ended									December 31,			Increase /
	December 31,						Increase /			2024			(Decrease)
	2024			2023			(Decrease)			(Non-GAAP)			(Non-GAAP)
Revenue:
Retail merchandise sales	$	541,787		$	533,612			2	%	$	556,686			4	%
Pawn loan fees		231,864			222,774			4	%		238,305			7	%
Wholesale scrap jewelry sales		38,237			46,917			(19)	%		38,237			(19)	%
Total revenue		811,888			803,303			1	%		833,228			4	%

Cost of revenue:
Cost of retail merchandise sold		350,906			345,309			2	%		360,452			4	%
Cost of wholesale scrap jewelry sold		31,086			37,276			(17)	%		31,977			(14)	%
Total cost of revenue		381,992			382,585			—	%		392,429			3	%

Net revenue		429,896			420,718			2	%		440,799			5	%

Segment expenses:
Operating expenses		259,307			243,146			7	%		266,102			9	%
Depreciation and amortization		20,369			21,350			(5)	%		20,855			(2)	%
Total segment expenses		279,676			264,496			6	%		286,957			8	%

Segment pre-tax operating income	$	150,220		$	156,222			(4)	%	$	153,842			(2)	%

Operating metrics:
Retail merchandise sales margin	35		%	35		%				35		%
Net revenue margin	53		%	52		%				53		%
Segment pre-tax operating margin	19		%	19		%				18		%

FIRSTCASH HOLDINGS, INC.
LATIN AMERICA PAWN SEGMENT RESULTS (CONTINUED)
(UNAUDITED)

Latin America Pawn Earning Assets and Portfolio Metrics (dollars in thousands, except as otherwise noted)

										Constant Currency Basis
										As of
										December 31,
	As of December 31,									2024		Increase
	2024			2023			(Decrease)			(Non-GAAP)		(Non-GAAP)
Earning assets:
Pawn loans	$	121,200		$	127,694			(5)	%	$	143,805		13	%
Inventories		89,088			90,246			(1)	%		105,686		17	%
	$	210,288		$	217,940			(4)	%	$	249,491		14	%

Average outstanding pawn loan amount (in ones)	$	87		$	95			(8)	%	$	103		8	%

Composition of pawn collateral:
General merchandise	58		%	63		%
Jewelry	42		%	37		%
	100		%	100		%

Composition of inventories:
General merchandise	65		%	67		%
Jewelry	35		%	33		%
	100		%	100		%

Percentage of inventory aged greater than one year	1		%	1		%

Inventory turnover (trailing twelve months cost of merchandise sales divided by average inventories)	4.2 times			4.4 times

FIRSTCASH HOLDINGS, INC.
RETAIL POS PAYMENT SOLUTIONS SEGMENT RESULTS
(UNAUDITED)

Retail POS Payment Solutions Operating Results (dollars in thousands)

	Three Months Ended
	December 31,				Increase /
	2024		2023		(Decrease)
Revenue:
Leased merchandise income	$	177,440	$	190,057		(7)	%
Interest and fees on finance receivables		70,507		59,571		18	%
Total revenue		247,947		249,628		(1)	%

Cost of revenue:
Depreciation of leased merchandise		98,266		104,114		(6)	%
Provision for lease losses		33,665		35,564		(5)	%
Provision for loan losses		41,736		32,459		29	%
Total cost of revenue		173,667		172,137		1	%

Net revenue		74,280		77,491		(4)	%

Segment expenses:
Operating expenses		34,190		33,180		3	%
Depreciation and amortization		705		772		(9)	%
Total segment expenses		34,895		33,952		3	%

Segment pre-tax operating income	$	39,385	$	43,539		(10)	%

FIRSTCASH HOLDINGS, INC.
RETAIL POS PAYMENT SOLUTIONS SEGMENT RESULTS (CONTINUED)
(UNAUDITED)

	Twelve Months Ended
	December 31,				Increase /
	2024		2023		(Decrease)
Revenue:
Leased merchandise income	$	766,241	$	752,682		2	%
Interest and fees on finance receivables		245,891		233,818		5	%
Total revenue		1,012,132		986,500		3	%

Cost of revenue:
Depreciation of leased merchandise		434,915		413,546		5	%
Provision for lease losses		163,937		177,418		(8)	%
Provision for loan losses		143,827		123,030		17	%
Total cost of revenue		742,679		713,994		4	%

Net revenue		269,453		272,506		(1)	%

Segment expenses:
Operating expenses		138,041		137,460		—	%
Depreciation and amortization		2,783		3,030		(8)	%
Total segment expenses		140,824		140,490		—	%

Segment pre-tax operating income	$	128,629	$	132,016		(3)	%

FIRSTCASH HOLDINGS, INC.
RETAIL POS PAYMENT SOLUTIONS SEGMENT RESULTS (CONTINUED)
(UNAUDITED)

Retail POS Payment Solutions Gross Transaction Volumes (dollars in thousands)

	Three Months Ended
	December 31,				Increase /
	2024		2023		(Decrease)
Leased merchandise	$	124,590	$	170,278		(27)	%
Finance receivables		159,898		102,279		56	%
Total gross transaction volume	$	284,488	$	272,557		4	%

	Twelve Months Ended
	December 31,				Increase /
	2024		2023		(Decrease)
Leased merchandise	$	568,635	$	623,069		(9)	%
Finance receivables		510,231		405,765		26	%
Total gross transaction volume	$	1,078,866	$	1,028,834		5	%

Retail POS Payment Solutions Earning Assets (dollars in thousands)

	As of December 31,						Increase /
	2024			2023			(Decrease)
Leased merchandise, net:
Leased merchandise, before allowance for lease losses	$	209,333		$	267,458			(22)	%
Less allowance for lease losses		(80,661	)		(95,752	)		(16)	%
Leased merchandise, net	$	128,672		$	171,706			(25)	%

Finance receivables, net:
Finance receivables, before allowance for loan losses	$	264,506		$	210,355			26	%
Less allowance for loan losses		(117,005	)		(96,454	)		21	%
Finance receivables, net	$	147,501		$	113,901			29	%

FIRSTCASH HOLDINGS, INC.
RETAIL POS PAYMENT SOLUTIONS SEGMENT RESULTS (CONTINUED)
(UNAUDITED)

Allowance for Lease and Loan Losses and Other Portfolio Metrics (dollars in thousands)

	Three Months Ended
	December 31,						Increase /
	2024			2023			(Decrease)
Allowance for lease losses:
Balance at beginning of period	$	93,823		$	105,472		(11)	%
Provision for lease losses		33,665			35,564		(5)	%
Charge-offs		(48,607	)		(46,986	)	3	%
Recoveries		1,780			1,702		5	%
Balance at end of period	$	80,661		$	95,752		(16)	%

Leased merchandise portfolio metrics:
Provision rate ⁽¹⁾	27		%	21		%
Average monthly net charge-off rate ⁽²⁾	7.1		%	5.8		%
Delinquency rate ⁽³⁾	24.4		%	21.7		%

Allowance for loan losses:
Balance at beginning of period	$	109,197		$	96,684		13	%
Provision for loan losses		41,736			32,459		29	%
Charge-offs		(35,751	)		(34,680	)	3	%
Recoveries		1,823			1,991		(8)	%
Balance at end of period	$	117,005		$	96,454		21	%

Finance receivables portfolio metrics:
Provision rate ⁽¹⁾	26		%	32		%
Average monthly net charge-off rate ⁽²⁾	4.5		%	5.2		%
Delinquency rate ⁽³⁾	20.0		%	21.8		%

⁽¹⁾ Calculated as provision for lease or loan losses as a percentage of the respective gross transaction volume originated.

⁽²⁾ Calculated as charge-offs, net of recoveries, as a percentage of the respective average earning asset balance before allowance for lease or loan losses.

⁽³⁾ Calculated as the percentage of the respective contractual earning asset balance owed that is 1 to 89 days past due (the Company charges off leases and finance receivables when they are 90 days or more contractually past due).

FIRSTCASH HOLDINGS, INC.
RETAIL POS PAYMENT SOLUTIONS SEGMENT RESULTS (CONTINUED)
(UNAUDITED)

	Twelve Months Ended
		December 31,						Increase /
		2024			2023			(Decrease)
Allowance for lease losses:
Balance at beginning of period		$	95,752		$	79,576			20	%
Provision for lease losses			163,937			177,418			(8)	%
Charge-offs			(186,123	)		(167,952	)		11	%
Recoveries			7,095			6,710			6	%
Balance at end of period		$	80,661		$	95,752			(16)	%

Leased merchandise portfolio metrics:
Provision rate ⁽¹⁾	29			%	28		%
Average monthly net charge-off rate ⁽²⁾	6.3			%	5.4		%
Delinquency rate ⁽³⁾	24.4			%	21.7		%

Allowance for loan losses:
Balance at beginning of period		$	96,454		$	84,833			14	%
Provision for loan losses			143,827			123,030			17	%
Charge-offs			(130,812	)		(117,961	)		11	%
Recoveries			7,536			6,552			15	%
Balance at end of period		$	117,005		$	96,454			21	%

Finance receivables portfolio metrics:
Provision rate ⁽¹⁾	28			%	30		%
Average monthly net charge-off rate ⁽²⁾	4.3			%	4.7		%
Delinquency rate ⁽³⁾	20.0			%	21.8		%

⁽¹⁾ Calculated as provision for lease or loan losses as a percentage of the respective gross transaction volume originated.

⁽²⁾ Calculated as charge-offs, net of recoveries, as a percentage of the respective average earning asset balance before allowance for lease or loan losses.

⁽³⁾ Calculated as the percentage of the respective contractual earning asset balance owed that is 1 to 89 days past due (the Company charges off leases and finance receivables when they are 90 days or more contractually past due).

FIRSTCASH HOLDINGS, INC.
PAWN STORE LOCATIONS AND MERCHANT PARTNER LOCATIONS

Pawn Operations

As of December 31, 2024, the Company operated 3,026 pawn store locations comprised of 1,200 stores in 29 U.S. states and the District of Columbia, 1,725 stores in 32 states in Mexico, 72 stores in Guatemala, 17 stores in El Salvador and 12 stores in Colombia.

The following tables detail pawn store count activity for the three and twelve months ended December 31, 2024:

	Three Months Ended December 31, 2024
	U.S.		Latin America		Total
Total locations, beginning of period	1,201		1,824		3,025
New locations opened	—		6		6
Locations acquired	—		10		10
Consolidation of existing pawn locations ⁽¹⁾	(1	)	(14	)	(15	)
Total locations, end of period	1,200		1,826		3,026


	Twelve Months Ended December 31, 2024
	U.S.		Latin America		Total
Total locations, beginning of period	1,183		1,814		2,997
New locations opened	1		60		61
Locations acquired	28		10		38
Consolidation of existing pawn locations ^{(1) (2)}	(12	)	(58	)	(70	)
Total locations, end of period	1,200		1,826		3,026

⁽¹⁾ Store consolidations were primarily acquired locations which have been combined with overlapping stores and for which the Company expects to maintain a significant portion of the acquired customer base in the consolidated location.

⁽²⁾ Includes 10 pawnshops located in Acapulco, Mexico that were severely damaged by a hurricane in the fall of 2023, which the Company elected to consolidate with other stores in this market. The Company expects to replace certain of these locations in this market over time as the city’s infrastructure recovers.

Retail POS Payment Solutions

As of December 31, 2024, AFF provided LTO and retail POS payment solutions for consumer goods and services through a network of approximately 13,600 active retail merchant partner locations, which is net of the closing of approximately 1,000 Conn’s HomePlus and American Freight locations due to bankruptcy during the fourth quarter of 2024. This compares to the active door count of approximately 11,600 locations at December 31, 2023.

FIRSTCASH HOLDINGS, INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
TO GAAP FINANCIAL MEASURES
(UNAUDITED)

The Company uses certain financial calculations such as adjusted net income, adjusted diluted earnings per share, EBITDA, adjusted EBITDA, free cash flow, adjusted free cash flow, adjusted return on equity, adjusted return on assets and constant currency results as factors in the measurement and evaluation of the Company’s operating performance and period-over-period growth. The Company derives these financial calculations on the basis of methodologies other than generally accepted accounting principles (“GAAP”), primarily by excluding from a comparable GAAP measure certain items the Company does not consider to be representative of its actual operating performance. These financial calculations are “non-GAAP financial measures” as defined under the SEC rules. The Company uses these non-GAAP financial measures in operating its business because management believes they are less susceptible to variances in actual operating performance that can result from the excluded items, other infrequent charges and currency fluctuations. The Company presents these financial measures to investors because management believes they are useful to investors in evaluating the primary factors that drive the Company’s core operating performance and provide greater transparency into the Company’s results of operations. However, items that are excluded and other adjustments and assumptions that are made in calculating these non-GAAP financial measures are significant components in understanding and assessing the Company’s financial performance. These non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, the Company’s GAAP financial measures. Further, because these non-GAAP financial measures are not determined in accordance with GAAP, and are thus susceptible to varying calculations, the non-GAAP financial measures, as presented, may not be comparable to other similarly-titled measures of other companies.

While acquisitions are an important part of the Company’s overall strategy, the Company has adjusted the applicable financial calculations to exclude merger and acquisition expenses and amortization of acquired AFF intangible assets. The Company does not consider these items to be related to the organic operations of the acquired businesses or its continuing operations and are generally not relevant to assessing or estimating the long-term performance of the acquired businesses. In addition, excluding these items allows for more accurate comparisons of the financial results to prior periods. Merger and acquisition expenses include incremental costs directly associated with merger and acquisition activities, including professional fees, legal expenses, severance, retention and other employee-related costs, contract breakage costs and costs related to the consolidation of technology systems and corporate facilities, among others.

The Company has certain leases in Mexico which are denominated in U.S. dollars. The lease liability of these U.S. dollar-denominated leases, which is considered a monetary liability, is remeasured into Mexican pesos using current period exchange rates, resulting in the recognition of foreign currency exchange gains or losses. The Company has adjusted the applicable financial measures to exclude these remeasurement gains or losses (1) because they are non-cash, non-operating items that could create volatility in the Company’s consolidated results of operations due to the magnitude of the end of period lease liability being remeasured and (2) to improve comparability of current periods presented with prior periods.

FIRSTCASH HOLDINGS, INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
TO GAAP FINANCIAL MEASURES (CONTINUED)
(UNAUDITED)

Adjusted Net Income and Adjusted Diluted Earnings Per Share

Management believes the presentation of adjusted net income and adjusted diluted earnings per share provides investors with greater transparency and provides a more complete understanding of the Company’s financial performance and prospects for the future by excluding items that management believes are non-operating in nature and are not representative of the Company’s core operating performance. In addition, management believes the adjustments shown below are useful to investors in order to allow them to compare the Company’s financial results for the current periods presented with the prior periods presented.

The following table provides a reconciliation between net income and diluted earnings per share calculated in accordance with GAAP to adjusted net income and adjusted diluted earnings per share, which are shown net of tax (in thousands, except per share amounts):

	Three Months Ended December 31,										Twelve Months Ended December 31,
	2024		2023			2024		2023			2024		2023			2024		2023
	In Thousands		In Thousands			Per Share		Per Share			In Thousands		In Thousands			Per Share		Per Share
Net income and diluted earnings per share, as reported	$	83,547	$	69,589		$	1.86	$	1.53		$	258,815	$	219,301		$	5.73	$	4.80
Adjustments, net of tax:
Merger and acquisition expenses		31		3,271			—		0.07			1,706		6,089			0.04		0.13
Non-cash foreign currency loss (gain) related to lease liability		504		(607	)		0.01		(0.01	)		2,627		(1,778	)		0.06		(0.04	)
AFF purchase accounting and other adjustments		9,572		21,472			0.21		0.47			38,289		54,341			0.85		1.19
Other expenses (income), net		1,761		(879	)		0.04		(0.02	)		1,243		(1,079	)		0.02		(0.02	)
Adjusted net income and diluted earnings per share	$	95,415	$	92,846		$	2.12	$	2.04		$	302,680	$	276,874		$	6.70	$	6.06

FIRSTCASH HOLDINGS, INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
TO GAAP FINANCIAL MEASURES (CONTINUED)
(UNAUDITED)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA

The Company defines EBITDA as net income before income taxes, depreciation and amortization, interest expense and interest income and adjusted EBITDA as EBITDA adjusted for certain items, as listed below, that management considers to be non-operating in nature and not representative of its actual operating performance. The Company believes EBITDA and adjusted EBITDA are commonly used by investors to assess a company’s financial performance, and adjusted EBITDA is used as a starting point in the calculation of the consolidated total debt ratio as defined in the Company’s senior unsecured notes. The following table provides a reconciliation of net income to EBITDA and adjusted EBITDA (in thousands):

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
Net income	$	83,547		$	69,589		$	258,815		$	219,301
Income taxes		25,986			21,899			83,961			73,548
Depreciation and amortization		26,434			27,635			104,941			109,161
Interest expense		27,197			26,586			105,226			93,243
Interest income		(528	)		(216	)		(1,935	)		(1,469	)
EBITDA		162,636			145,493			551,008			493,784
Adjustments:
Merger and acquisition expenses		42			4,252			2,228			7,922
Non-cash foreign currency loss (gain) related to lease liability		720			(867	)		3,755			(2,540	)
AFF purchase accounting and other adjustments ⁽¹⁾		—			13,968			—			13,968
Other expenses (income), net		2,287			(1,142	)		1,446			(1,402	)
Adjusted EBITDA	$	165,685		$	161,704		$	558,437		$	511,732

⁽¹⁾ For the three and twelve months ended December 31, 2023, amount represents other non-recurring costs included in administrative expenses related to a discontinued finance product.

FIRSTCASH HOLDINGS, INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
TO GAAP FINANCIAL MEASURES (CONTINUED)
(UNAUDITED)

Free Cash Flow and Adjusted Free Cash Flow

For purposes of its internal liquidity assessments, the Company considers free cash flow and adjusted free cash flow. The Company defines free cash flow as cash flow from operating activities less purchases of furniture, fixtures, equipment and improvements and net fundings/repayments of pawn loan and finance receivables, which are considered to be operating in nature by the Company but are included in cash flow from investing activities. Adjusted free cash flow is defined as free cash flow adjusted for merger and acquisition expenses paid that management considers to be non-operating in nature.

Free cash flow and adjusted free cash flow are commonly used by investors as additional measures of cash, generated by business operations, that may be used to repay scheduled debt maturities and debt service or, following payment of such debt obligations and other non-discretionary items, that may be available to invest in future growth through new business development activities or acquisitions, repurchase stock, pay cash dividends or repay debt obligations prior to their maturities. These metrics can also be used to evaluate the Company’s ability to generate cash flow from business operations and the impact that this cash flow has on the Company’s liquidity. However, free cash flow and adjusted free cash flow have limitations as analytical tools and should not be considered in isolation or as a substitute for cash flow from operating activities or other income statement data prepared in accordance with GAAP. The following table reconciles cash flow from operating activities to free cash flow and adjusted free cash flow (in thousands):

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
Cash flow from operating activities	$	198,149		$	99,105		$	539,958		$	416,142
Cash flow from investing activities:
Pawn loans, net ⁽¹⁾		(2,276	)		24,448			(71,999	)		(34,978	)
Finance receivables, net		(53,128	)		(27,448	)		(139,314	)		(115,442	)
Purchases of furniture, fixtures, equipment and improvements		(12,213	)		(13,425	)		(68,245	)		(60,148	)
Free cash flow		130,532			82,680			260,400			205,574
Merger and acquisition expenses paid, net of tax benefit		31			3,271			1,706			6,089
Adjusted free cash flow	$	130,563		$	85,951		$	262,106		$	211,663

⁽¹⁾ Includes the funding of new loans net of cash repayments and recovery of principal through the sale of inventories acquired from forfeiture of pawn collateral.

FIRSTCASH HOLDINGS, INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
TO GAAP FINANCIAL MEASURES (CONTINUED)
(UNAUDITED)

Adjusted Return on Equity and Adjusted Return on Assets

Management believes the presentation of adjusted return on equity and adjusted return on assets provides investors with greater transparency and provides a more complete understanding of the Company’s financial performance by excluding items that management believes are non-operating in nature and not representative of the Company’s core operating performance.

Annualized adjusted return on equity and adjusted return on assets is calculated as follows (dollars in thousands):

	Twelve Months Ended
	December 31, 2024
Adjusted net income ⁽¹⁾	$	302,680

Average stockholders’ equity (average of five most recent quarter-end balances)	$	2,014,721
Adjusted return on equity (trailing twelve months adjusted net income divided by average equity)	15		%

Average total assets (average of five most recent quarter-end balances)	$	4,345,922
Adjusted return on assets (trailing twelve months adjusted net income divided by average total assets)	7		%

⁽¹⁾ See detail of adjustments to net income in the “Adjusted Net Income and Adjusted Diluted Earnings Per Share” section above.

Constant Currency Results

The Company’s reporting currency is the U.S. dollar, however, certain performance metrics discussed in this release are presented on a “constant currency” basis, which is considered a non-GAAP financial measure. The Company’s management uses constant currency results to evaluate operating results of business operations in Latin America, which are transacted in local currencies in Mexico, Guatemala and Colombia. The Company also has operations in El Salvador, where the reporting and functional currency is the U.S. dollar.

The Company believes constant currency results provide valuable supplemental information regarding the underlying performance of its business operations in Latin America, consistent with how the Company’s management evaluates such performance and operating results. Constant currency results reported herein are calculated by translating certain balance sheet and income statement items denominated in local currencies using the exchange rate from the prior-year comparable period, as opposed to the current comparable period, in order to exclude the effects of foreign currency rate fluctuations for purposes of evaluating period-over-period comparisons. See the Latin America pawn segment tables elsewhere in this release for additional reconciliation of certain constant currency amounts to as reported GAAP amounts.

FIRSTCASH HOLDINGS, INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
TO GAAP FINANCIAL MEASURES (CONTINUED)
(UNAUDITED)

Exchange Rates for the Mexican Peso, Guatemalan Quetzal and Colombian Peso

	December 31,		Favorable /
	2024	2023	(Unfavorable)
Mexican peso / U.S. dollar exchange rate:
End-of-period	20.3	16.9		(20)	%
Three months ended	20.1	17.6		(14)	%
Twelve months ended	18.3	17.8		(3)	%

Guatemalan quetzal / U.S. dollar exchange rate:
End-of-period	7.7	7.8		1	%
Three months ended	7.7	7.8		1	%
Twelve months ended	7.8	7.8		—	%

Colombian peso / U.S. dollar exchange rate:
End-of-period	4,409	3,822		(15)	%
Three months ended	4,348	4,070		(7)	%
Twelve months ended	4,071	4,328		6	%

FIRSTCASH HOLDINGS, INC.
INTERSEGMENT TRANSACTIONS
(UNAUDITED)

Intersegment transactions relate to the Company offering AFF’s LTO payment solution in its U.S. pawn stores and are eliminated to arrive at consolidated totals. For the three months ended December 31, 2024 and 2023, these intersegment amounts are as follows:

U.S. pawn retail merchandise sales includes $1.0 million and $1.6 million, respectively. Excluding these intersegment sales, consolidated U.S. retail merchandise sales totaled $266.3 million and $242.1 million, respectively.
U.S. pawn cost of retail merchandise sold includes $0.5 million and $0.9 million, respectively. Excluding these intersegment sales, consolidated U.S. cost of retail merchandise sold totaled $153.1 million and $140.5 million, respectively.
Retail POS payment solutions depreciation of leased merchandise includes $0.3 million and $0.5 million, respectively. Excluding these intersegment transactions, consolidated depreciation of leased merchandise totaled $97.9 million and $103.6 million, respectively.
Retail POS payment solutions provision for lease losses includes $0.1 million and $1.4 million, respectively. Excluding these intersegment transactions, consolidated provision for lease losses totaled $33.6 million and $34.2 million, respectively.

For the twelve months ended December 31, 2024 and 2023, these intersegment amounts are as follows:

U.S. pawn retail merchandise sales includes $4.1 million and $6.5 million, respectively. Excluding these intersegment sales, consolidated U.S. retail merchandise sales totaled $965.3 million and $847.7 million, respectively.
U.S. pawn cost of retail merchandise sold includes $2.2 million and $3.5 million, respectively. Excluding these intersegment sales, consolidated U.S. cost of retail merchandise sold totaled $558.8 million and $487.1 million, respectively.
Retail POS payment solutions depreciation of leased merchandise includes $1.6 million and $2.1 million, respectively. Excluding these intersegment transactions, consolidated depreciation of leased merchandise totaled $433.3 million and $411.5 million, respectively.
Retail POS payment solutions provision for lease losses includes $0.5 million and $1.6 million, respectively. Excluding these intersegment transactions, consolidated provision for lease losses totaled $163.4 million and $175.9 million, respectively.

As of December 31, 2024 and 2023, these intersegment amounts are as follows:

Retail POS payment solutions leased merchandise, net includes $0.2 million and $0.5 million, respectively. Excluding these intersegment transactions, consolidated net leased merchandise totaled $128.4 million and $171.2 million, respectively.

For further information, please contact:
Gar Jackson
Global IR Group
Phone: (817) 886-6998
Email: gar@globalirgroup.com

Doug Orr, Executive Vice President and Chief Financial Officer
Phone:    (817) 258-2650
Email:     investorrelations@firstcash.com
Website:  investors.firstcash.com

MIL-OSI: Man Group PLC : Form 8.3 – Dowlais Group plc

Source: GlobeNewswire (MIL-OSI)

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	Man Group PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Dowlais Group plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	29/01/2025
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	*YES* Offeror: American Axle & Manufacturing Holdings, Inc.

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:	1p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	8,022,027.00	0.60
(2) Cash-settled derivatives:	6,074,557.00	0.45	824,839.00	0.06
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	14,096,584.00	1.05	824,839.00	0.06

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit
1p ordinary	Purchase	440,561	0.750 GBP
1p ordinary	Purchase	283,425	0.731 GBP

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
1p ordinary	Equity Swap	Increasing a short position	251	0.751 GBP
1p ordinary	Equity Swap	Reducing a short position	12,419	0.734 GBP
1p ordinary	Equity Swap	Reducing a long position	4,919	0.749 GBP
1p ordinary	Equity Swap	Increasing a short position	15,558	0.747 GBP
1p ordinary	Equity Swap	Reducing a short position	270,740	0.733 GBP
1p ordinary	Equity Swap	Increasing a long position	78,108	0.750 GBP
1p ordinary	Equity Swap	Increasing a long position	50,249	0.731 GBP
1p ordinary	Equity Swap	Increasing a long position	756	0.750 GBP
1p ordinary	Equity Swap	Increasing a long position	486	0.731 GBP
1p ordinary	Equity Swap	Increasing a long position	257,784	0.750 GBP
1p ordinary	Equity Swap	Increasing a long position	165,840	0.731 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type
e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Product description
e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing
e.g. subscription, conversion

Details

Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:	30/01/2025
Contact name:	Mackenzie Terry
Telephone number:	+442071441555

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

MIL-OSI: Man Group PLC : Form 8.3 – American Axle & Manufacturing Holdings Inc

Source: GlobeNewswire (MIL-OSI)

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	Man Group PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	American Axle & Manufacturing Holdings, Inc.
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	29/01/2025
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	*YES* Offeree: Dowlais Group plc

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:	USD 0.01 common
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	23,731.00	0.02
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	23,731.00	0.02

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

(b) Cash-settled derivative transactions

Class of relevant security

Product description
e.g. CFD

Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type
e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Product description
e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing
e.g. subscription, conversion

Details

Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:	30/01/2025
Contact name:	Mackenzie Terry
Telephone number:	+442071441555

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

MIL-OSI: Forbes Lists Bitget Amongst The World’s Most Trustworthy Crypto Exchanges

Source: GlobeNewswire (MIL-OSI)

VICTORIA, Seychelles, Jan. 30, 2025 (GLOBE NEWSWIRE) — Bitget, the leading cryptocurrency exchange and Web3 company was announced in the list of Top 25 most trusted crypto exchanges by Forbes. Ranking eight on the list, Bitget has reported an influx of users in the last year along with a multitude of upgrades and collaborations which has supported its position in entering the club. With top players such as Coinbase, Binance and Robinhood, the list highlights crypto exchanges from all over the globe.

Recently in its transparency report, Bitget recorded a 400% increase in its userbase surpassing 100M users in December and Spot trading volume increased from $160 billion in Q1 to $600 billion in Q4. Right from collaborating with Turkish national athletes, to legendary football league LALIGA to having new chiefs joining the company and the establishment of multiple licenses, Bitget has strengthened its position as a global leader, becoming the second largest crypto exchange ecosystem.

Bitget is focusing in its expansion markets via localized marketing, partnerships, and educational initiatives. The exchange offers simplified onboarding, fiat gateways, and localized customer support to ease access. Bitget also invests in blockchain education, strategic sponsorships, and incentive programs to retain users in high-growth regions. With the joining of Hon NG, CLO at Bitget, the team is heavily invested in compliance. Recently, Bitget achieved UK approval, a BSP license in El Salvador and even opened a new exchange in Vietnam to run it as per local requirements.

A recent report from CCData highlights Bitget’s success as the market share rose to 4.25%, surpassing its previous all-time high recorded in April 2024. Comparing the change in market share of the combined spot and derivatives market, Bitget, Coinbase and Crypto(dot)com were the biggest beneficiaries of 2024, increasing their market share by 4.05%, 3.89% and 3.39% to 10.5%, 5.43%, and 4.71% respectively.

Previously, Bitget Token (BGB) was ranked as one of the top 10 best-performing cryptocurrencies by Forbes for H1 2024. Since then, BGB has surpassed all expectations with a surge of over 1000% last year. By reducing BGB’s supply, enhancing utility, and expanding real-world applications, Bitget plans to strengthen more functionalities and products in the Bitget ecosystem driving sustainable growth and long-term value for holders.

Bitget’s debut on Forbes’ 2025 list of the world’s most trustworthy crypto exchanges highlights its remarkable growth and increasing credibility in the industry. With a strong BTC-ETH holding score and a focus on transparency, Bitget stands as one of the most secure crypto exchanges in the world. With transparent proof of reserves insuring 100% of its assets and a $600M Protection Fund safeguarding users, the exchange has accelerated its growth worldwide. The inclusion in the Forbes ranking list shows the exchange’s rising influence in the cryptospace.

About Bitget

Established in 2018, Bitget is the world’s leading cryptocurrency exchange and Web3 company. Serving over 100 million users in 150+ countries and regions, the Bitget exchange is committed to helping users trade smarter with its pioneering copy trading feature and other trading solutions, while offering real-time access to Bitcoin price, Ethereum price, and other cryptocurrency prices. Formerly known as BitKeep, Bitget Wallet is a world-class multi-chain crypto wallet that offers an array of comprehensive Web3 solutions and features including wallet functionality, token swap, NFT Marketplace, DApp browser, and more.

Bitget is at the forefront of driving crypto adoption through strategic partnerships, such as its role as the Official Crypto Partner of the World’s Top Football League, LALIGA, in EASTERN, SEA and LATAM market, as well as a global partner of Turkish National athletes Buse Tosun Çavuşoğlu (Wrestling world champion), Samet Gümüş (Boxing gold medalist) and İlkin Aydın (Volleyball national team), to inspire the global community to embrace the future of cryptocurrency.

Risk Warning: Digital asset prices are subject to fluctuation and may experience significant volatility. Investors are advised to only allocate funds they can afford to lose. The value of any investment may be impacted, and there is a possibility that financial objectives may not be met, nor the principal investment recovered. Independent financial advice should always be sought, and personal financial experience and standing carefully considered. Past performance is not a reliable indicator of future results. Bitget accepts no liability for any potential losses incurred. Nothing contained herein should be construed as financial advice. For further information, please refer to our Terms of Use.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/bbcc6417-899e-4a61-92b8-900a237e68f3

MIL-OSI: Check Point Software Reports Fourth Quarter and 2024 Full Year Results

Source: GlobeNewswire (MIL-OSI)

TEL AVIV, Israel, Jan. 30, 2025 (GLOBE NEWSWIRE) — Check Point® Software Technologies Ltd. (NASDAQ: CHKP), today announced its financial results for the fourth quarter and full year ended December 31, 2024.

Fourth Quarter 2024 Highlights

Calculated Billings* reached $959 million, an 11 percent increase year over year
Remaining Performance Obligation (RPO)**: $2.5 billion, a 12 percent increase year over year
Total Revenues: $704 million, a 6 percent increase year over year
Product, License & Subscription Revenues: $463 million, a 9 percent increase year over year
GAAP Operating Income: $254 million, representing 36 percent of revenues
Non-GAAP Operating Income: $306 million, representing 44 percent of revenues
GAAP EPS: $2.30, a 7 percent increase year over year
Non-GAAP EPS: $2.70, a 5 percent increase year over year

Full Year 2024 Highlights

Calculated Billings* reached $2,658 million, a 9 percent increase year over year
Total Revenues: $2,565 million, a 6 percent increase year over year
Security Subscriptions Revenues: $1,104 million, a 13 percent increase year over year
GAAP EPS: $7.46, a 5 percent increase year over year
Non-GAAP EPS: $9.16, a 9 percent increase year over year

“We delivered exceptional fourth quarter results, a wonderful way to transition into my new Executive Chairman role. The success in the quarter was underscored by strong 8 percent revenue growth in our core Quantum Force appliance business, our industry leading Harmony E-mail solution, and expanded adoption of the Infinity platform,” said, Gil Shwed, Founder and Chairman of the Board of Check Point Software. “I would like to thank Check Point’s customers, partners, and the Global Check Point Team for their contributions to our continued success. I look forward to Check Point achieving new heights under the leadership of our new Chief Executive Officer, Nadav Zafrir,” concluded, Mr. Shwed.

“I would like to thank Gil and the Board for the opportunity to lead such an exemplary organization. 2024 was a successful year and provides a great springboard for 2025 and beyond,” stated Nadav Zafrir, Chief Executive Officer of Check Point Software. “My first one hundred days are focused on meeting with customers and partners to understand the key challenges they face in today’s unprecedented threat environment. From my conversations so far, I have become increasingly confident that Check Point is uniquely positioned to address the cybersecurity demands of enterprises worldwide. Check Point’s future is bright, and we are focused on driving market share expansion and taking growth to the next levels,” stated Mr. Zafrir.

“After a successful fourth quarter and 2024, we are starting 2025 with an expanded executive team to balance our corporate and Go-To-Market leadership roles, and bring even more attention to customer facing functions,” said Nadav Zafrir, CEO of Check Point Software. Among the new roles joining the executive team is that of Chief Revenue Officer. Itai Greenberg will serve in this role, driving our global top-line revenue across our platform worldwide. He brings more than two decades of experience in product management and sales roles, having most recently served as Check Point’s Chief Strategy Officer and head of the Cloud and SASE businesses. Replacing Itai in the role of Chief Strategy Officer, we welcome Roi Karo to Check Point. Roi brings more than two decades of expertise in security, AI, and big data with a focus on strategy and planning.

In conclusion, after three successful years as Check Point’s President, Rupal Hollenbeck has chosen to conclude her tenure at the end of the first quarter and will remain available to support the smooth transition of the new executive team members. “I want to thank Rupal for her incredible work and dedication over the last three years during which the Go-To-Market organizations composition, reach, and focus was transformed all around the world. We wish her all the best in her future endeavors,” said Nadav Zafrir, CEO of Check Point Software. “We welcome Itai and Roi into their new executive team roles. I am excited about the opportunities before us, and I am more confident than ever that the best of Check Point is yet to come,” concluded, Mr. Zafrir.

Financial Highlights Commentary

Cash Balances, Marketable Securities & Short-Term Deposits: $2,784 million as of December 31, 2024, compared to $2,960 million as of December 31, 2023. The decrease in cash is primarily a result of $186 million net of cash consideration utilized for Cyberint Ltd. acquisition in 2024.
Share Repurchase Program: During the fourth quarter of 2024, the company repurchased approximately 1.7 million shares at a total cost of approximately $325 million. During full year 2024, we repurchased approximately 7.7 million shares at a total cost of approximately $1,300 million.
Cash Flow: Cash flow from operations was $1,059, which included $18 million of costs related to our currency hedging transactions, and acquisition-related costs were insignificant. This compares to $1,035 million in 2023, which included $39 million of costs related to our currency hedging transactions and $25 million in costs related to acquisitions.

For information regarding the non-GAAP financial measures discussed in this release, as well as a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures, please see “Use of Non-GAAP Financial Information” and “Reconciliation of GAAP to Non-GAAP Financial Information.”

Conference Call and Webcast Information
Check Point will host a conference call with the investment community on January 30, 2025, at 8:30 AM ET/5:30 AM PT. To listen to the live webcast or replay, please visit the website www.checkpoint.com/ir.
First Quarter 2025 Investor Conference Participation Schedule

Wolfe Research March Madness 1×1 Conference
February 27, 2025, NY, NY – 1×1 meetings
Susquehanna Technology Conference
February 27, 2025, NY, NY – 1×1 meetings
Raymond James 2025 Institutional Investor Conference
March 3, 2025, Orlando, FL – Fireside & 1×1 meetings
Morgan Stanley 2025 Media, Telecommunications & Technology Conference
March 4, 2025, SF, CA – Fireside & 1×1 meetings
Roth Capital Partners 37^thAnnual Conference
March 17-18, 2025, Dana Point, CA – 1×1 meetings

Members of Check Point’s management team are expected to present at these conferences and discuss the latest company strategies and initiatives. Check Point’s conference presentations are expected to be available via webcast on the company’s web site. To hear these presentations and access the most updated information please visit the company’s web site at www.checkpoint.com/ir. The schedule is subject to change.

Follow Check Point via:
Twitter: http://www.twitter.com/checkpointsw
Facebook: https://www.facebook.com/checkpointsoftware
Blog: http://blog.checkpoint.com
YouTube: http://www.youtube.com/user/CPGlobal
LinkedIn: https://www.linkedin.com/company/check-point-software-technologies

About Check Point Software Technologies Ltd.
Check Point Software Technologies Ltd. (http://www.checkpoint.com) is a leading AI-powered, cloud-delivered cyber security platform provider protecting over 100,000 organizations worldwide. Check Point leverages the power of AI everywhere to enhance cyber security efficiency and accuracy through its Infinity Platform, with industry-leading catch rates enabling proactive threat anticipation and smarter, faster response times. The comprehensive platform includes cloud-delivered technologies consisting of Check Point Harmony to secure the workspace, Check Point CloudGuard to secure the cloud, Check Point Quantum to secure the network, and Check Point Infinity Core Services for collaborative security operations and services.

Legal Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements in this press release include, but are not limited to, statements related to our management transitions, expectations regarding our products and solutions, and our participation in investor conferences and Check Point Experience (CPX) events and other events during the first quarter of 2025. Our expectations and beliefs regarding these matters may not materialize, and actual results or events in the future are subject to risks and uncertainties that could cause actual results or events to differ materially from those projected. These risks include our ability to continue to develop platform capabilities and solutions; customer acceptance and purchase of our existing solutions and new solutions; the market for IT security continuing to develop; competition from other products and services; appointments and departures of our executive officers; and general market, political, economic, and business conditions, including acts of terrorism or war. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2024. The forward-looking statements in this press release are based on information available to Check Point as of the date hereof, and Check Point disclaims any obligation to update any forward-looking statements, except as required by law.

Use of Non-GAAP Financial Information
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Check Point uses non-GAAP measures of operating income, net income and earnings per diluted share, which are adjustments from results based on GAAP to exclude, as applicable, stock-based compensation expenses, amortization of intangible assets and acquisition related expenses and the related tax affects. Check Point’s management believes the non-GAAP financial information provided in this release is useful to investors’ understanding and assessment of Check Point’s ongoing core operations and prospects for the future. Historically, Check Point has also publicly presented these supplemental non-GAAP financial measures to assist the investment community to see the company “through the eyes of management,” and thereby enhance understanding of its operating performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures discussed in this press release to the most directly comparable GAAP financial measures is included with the financial statements contained in this press release. Management uses both GAAP and non-GAAP information in evaluating and operating business internally and as such has determined that it is important to provide this information to investors.

* Calculated Billings is a measure that we defined as total revenues recognized in accordance with GAAP plus the change in Total Deferred Revenues during the period

** Remaining Performance Obligation (RPO) is a measure that represents the total value of non-cancellable contracted products and/or services that are yet to be recognized as Revenue as of the period


CHECK POINT SOFTWARE TECHNOLOGIES LTD. CONSOLIDATED STATEMENT OF INCOME

(Unaudited, in millions, except per share amounts)

	Three Months Ended				Year Ended
	December 31,				December 31,
	2024		2023		2024		2023
Revenues:
Products and licenses	$	170.6	$	158.3	$	507.9	$	497.4
Security subscriptions		292.2		265.8		1,104.2		981.2
Total revenues from products and security subscriptions		462.8		424.1		1,612.1		1,478.6
Software updates and maintenance		240.9		239.4		952.9		936.1
Total revenues		703.7		663.5		2,565.0		2,414.7

Operating expenses:
Cost of products and licenses		29.6		28.0		97.8		99.3
Cost of security subscriptions		19.7		17.2		72.6		57.0
Total cost of products and security subscriptions		49.3		45.2		170.4		156.3
Cost of Software updates and maintenance		33.4		30.5		123.9		112.3
Amortization of technology		7.6		5.8		25.0		14.0
Total cost of revenues		90.3		81.5		319.3		282.6

Research and development		101.1		100.0		394.9		368.9
Selling and marketing		232.1		200.5		862.9		747.1
General and administrative		25.9		29.7		111.9		117.0
Total operating expenses		449.4		411.7		1,689.0		1,515.6

Operating income		254.3		251.8		876.0		899.1
Financial income, net		24.5		18.4		96.1		76.5
Income before taxes on income		278.8		270.2		972.1		975.6
Taxes on income (tax benefit)		21.3		21.0		126.4		135.3
Net income	$	257.5	$	249.2	$	845.7	$	840.3

Basic earnings per share	$	2.36	$	2.19	$	7.65	$	7.19
Number of shares used in computing basic earnings per share		109.2		114.0		110.6		116.9

Diluted earnings per share	$	2.30	$	2.15	$	7.46	$	7.10
Number of shares used in computing diluted earnings per share		112.1		115.9		113.4		118.3


CHECK POINT SOFTWARE TECHNOLOGIES LTD. SELECTED FINANCIAL METRICS (Unaudited, in millions, except per share amounts)

	Three Months Ended				Year Ended
	December 31,				December 31,
	2024		2023		2024		2023

Revenues	$	703.7	$	663.5	$	2,565.0	$	2,414.7
Non-GAAP operating income		306.4		308.6		1,097.5		1,079.1
Non-GAAP net income		303.2		298.5		1,039.1		997.1
Diluted Non-GAAP Earnings per share	$	2.70	$	2.57	$	9.16	$	8.42
Number of shares used in computing diluted Non-GAAP Earnings per share		112.1		115.9		113.4		118.3


CHECK POINT SOFTWARE TECHNOLOGIES LTD. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION (Unaudited, in millions, except per share amounts)

	Three Months Ended						Year Ended
	December 31,						December 31,
		2024			2023			2024			2023

GAAP operating income	$	254.3		$	251.8		$	876.0		$	899.1
Stock-based compensation (1)		29.8			39.9			149.7			145.3
Amortization of intangible assets and acquisition related expenses (2)		22.3			16.9			71.8			34.7
Non-GAAP operating income	$	306.4		$	308.6		$	1,097.5		$	1,079.1

GAAP net income	$	257.5		$	249.2		$	845.7		$	840.3
Stock-based compensation (1)		29.8			39.9			149.7			145.3
Amortization of intangible assets and acquisition related expenses (2)		22.3			16.9			71.8			34.7
Taxes on the above items (3)		(6.4	)		(7.5	)		(28.1	)		(23.2	)

Non-GAAP net income	$	303.2		$	298.5		$	1,039.1		$	997.1

Diluted GAAP Earnings per share	$	2.30		$	2.15		$	7.46		$	7.10
Stock-based compensation (1)		0.26			0.34			1.32			1.23
Amortization of intangible assets and acquisition related expenses (2)		0.20			0.15			0.63			0.29
Taxes on the above items (3)		(0.06	)		(0.07	)		(0.25	)		(0.20	)
Diluted Non-GAAP Earnings per share	$	2.70		$	2.57		$	9.16		$	8.42

Number of shares used in computing diluted Non-GAAP Earnings per share		112.1			115.9			113.4			118.3

(1) Stock-based compensation:
Cost of products and licenses	$	0.1		$	0.1		$	0.4		$	0.4
Cost of software updates and maintenance		2.0			2.4			8.2			7.3
Research and development		10.8			14.2			53.1			48.7
Selling and marketing		12.0			15.2			58.2			56.3
General and administrative		4.9			8.0			29.8			32.6
		29.8			39.9			149.7			145.3

(2) Amortization of intangible assets and acquisition related expenses:
Amortization of technology-cost of revenues		7.6			5.8			25.0			14.0
Research and development		1.7			2.0			6.5			7.0
Selling and marketing		13.0			9.1			40.3			13.7
		22.3			16.9			71.8			34.7
(3) Taxes on the above items		(6.4	)		(7.5	)		(28.1	)		(23.2	)
Total, net	$	45.7		$	49.3		$	193.4		$	156.8


CHECK POINT SOFTWARE TECHNOLOGIES LTD. CONDENSED CONSOLIDATED BALANCE SHEET DATA

(In millions)

ASSETS

	December 31,		December 31,
	2024 (Unaudited)		2023 (Audited)
Current assets:
Cash and cash equivalents	$	506.2	$	537.7
Marketable securities and short-term deposits		865.7		992.3
Trade receivables, net		728.8		657.7
Prepaid expenses and other current assets		92.7		70.0
Total current assets		2,193.4		2,257.7

Long-term assets:
Marketable securities		1,411.9		1,429.7
Property and equipment, net		80.8		80.4
Deferred tax asset, net		63.6		81.8
Goodwill and other intangible assets, net		1,897.1		1,748.5
Other assets		96.6		97.4
Total long-term assets		3,550.0		3,437.8

Total assets	$	5,743.4	$	5,695.5


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Deferred revenues	$	1,471.3		$	1,413.8
Trade payables and other accrued liabilities		472.9			502.3
Total current liabilities		1,944.2			1,916.1

Long-term liabilities:
Long-term deferred revenues		529.0			493.9
Income tax accrual		448.5			436.1
Other long-term liabilities		32.3			28.4
		1,009.8			958.4

Total liabilities		2,954.0			2,874.5

Shareholders’ equity:
Share capital		0.8			0.8
Additional paid-in capital		3,052.8			2,732.5
Treasury shares at cost		(14,267.7	)		(13,041.2	)
Accumulated other comprehensive gain (loss)		(10.3	)		(39.2	)
Retained earnings		14,013.8			13,168.1
Total shareholders’ equity		2,789.4			2,821.0

Total liabilities and shareholders’ equity	$	5,743.4		$	5,695.5
Total cash and cash equivalents, marketable securities, and short-term deposits	$	2,783.8		$	2,959.7


CHECK POINT SOFTWARE TECHNOLOGIES LTD. SELECTED CONSOLIDATED CASH FLOW DATA

(Unaudited, in millions)

	Three Months Ended						Year Ended
	December 31,						December 31,
		2024			2023			2024			2023
Cash flow from operating activities:
Net income	$	257.5		$	249.2		$	845.7		$	840.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		6.3			5.7			24.0			23.1
Amortization of intangible assets		19.2			13.5			59.6			24.3
Stock-based compensation		29.8			39.9			149.7			145.3
Realized loss on marketable securities		–			–			–			6.7
Increase in trade and other receivables, net		(337.1	)		(324.3	)		(78.9	)		(61.0	)
Increase in deferred revenues, trade payables and other accrued liabilities		273.0			270.6			59.7			65.5
Deferred income taxes, net		0.3			(18.8	)		(1.0	)		(9.5	)
Net cash provided by operating activities		249.0			235.8			1,058.8			1,034.7

Cash flow from investing activities:
Payment in conjunction with acquisitions, net of acquired cash		–			(3.8	)		(185.8	)		(458.8	)
Investment in property and equipment		(6.5	)		(4.7	)		(24.2	)		(18.6	)
Net cash used in investing activities		(6.5	)		(8.5	)		(210.0	)		(477.4	)

Cash flow from financing activities:
Proceeds from issuance of shares upon exercise of options		9.0			16.0			258.6			133.7
Purchase of treasury shares		(325.0	)		(313.2	)		(1,299.9	)		(1,287.6	)
Payments related to shares withheld for taxes		(1.5	)		(1.2	)		(18.6	)		(11.0	)
Net cash used in financing activities		(317.5	)		(298.4	)		(1,059.9	)		(1,164.9	)

Unrealized gain (loss) on marketable securities, net		(14.0	)		42.1			35.2			64.1

Decrease in cash and cash equivalents, marketable securities, and short-term deposits		(89.0	)		(29.0	)		(175.9	)		(543.5	)

Cash and cash equivalents, marketable securities, and short-term deposits at the beginning of the period		2,872.8			2,988.7			2,959.7			3,503.2

Cash and cash equivalents, marketable securities, and short-term deposits at the end of the period	$	2,783.8		$	2,959.7		$	2,783.8		$	2,959.7


Investors: Kip E. Meintzer Check Point Software Technologies, Ltd. +1.650.628.2040 ir@checkpoint.com	Media: Gil Messing Check Point Software Technologies, Ltd. +1.650.628.2260 press@checkpoint.com

MIL-OSI: Dimensional Fund Advisors Ltd. : Form 8.3 – AMERICAN AXLE & MFG HOLDINGS – Ordinary Shares

Source: GlobeNewswire (MIL-OSI)

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)

1.

KEY INFORMATION

(a)

Full name of discloser:

Dimensional Fund Advisors Ltd. in its capacity as investment advisor and on behalf its affiliates who are also investment advisors (”Dimensional”). Dimensional expressly disclaims beneficial ownership of the shares described in this form 8.3.

(b)

Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c)

Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree

American Axle & Manufacturing Holdings Inc

(d)

If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

(e)

Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure

29 January 2025

(f)

In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”

YES
Dowlais Group PLC

2.

POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:

USD 0.01 common (US0240611030)

Interests

Short Positions

Number

%

Number

%

(1)

Relevant securities owned and/or controlled:

7,488,070

6.37 %

(2)

Cash-settled derivatives:

(3)

Stock-settled derivatives (including options) and agreements to purchase/sell:

Total

7,488,070 *

6.37 %

* Dimensional Fund Advisors LP and/or its affiliates do not have discretion regarding voting decisions in respect of 218,354 shares that are included in the total above.

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b)

Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)

Purchases and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

USD 0.01 common (US0240611030)

Sale

4,009

5.6227 USD

(b)

Cash-settled derivative transactions

Class of relevant security

Product description e.g. CFD

Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii)

Exercise

Class of relevant security

Product description e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing e.g. subscription, conversion

Details

Price per unit (if applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure

30 January 2025

Contact name

Thomas Hone

Telephone number

+44 20 3033 3419

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

MIL-OSI: Dimensional Fund Advisors Ltd. : Form 8.3 – DOWLAIS GROUP PLC – Ordinary Shares

Source: GlobeNewswire (MIL-OSI)

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)

1.

KEY INFORMATION

(a)

Full name of discloser:

Dimensional Fund Advisors Ltd. in its capacity as investment advisor and on behalf its affiliates who are also investment advisors (”Dimensional”). Dimensional expressly disclaims beneficial ownership of the shares described in this form 8.3.

(b)

Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c)

Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree

Dowlais Group PLC

(d)

If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

(e)

Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure

29 January 2025

(f)

In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”

YES
American Axle & Manufacturing Holdings Inc

2.

POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:

1p ordinary (GB00BMWRZ071)

Interests

Short Positions

Number

%

Number

%

(1)

Relevant securities owned and/or controlled:

13,745,479

1.02 %

(2)

Cash-settled derivatives:

(3)

Stock-settled derivatives (including options) and agreements to purchase/sell:

Total

13,745,479 *

1.02 %

* Dimensional Fund Advisors LP and/or its affiliates do not have discretion regarding voting decisions in respect of 60,499 shares that are included in the total above.

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b)

Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)

Purchases and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

(b)

Cash-settled derivative transactions

Class of relevant security

Product description e.g. CFD

Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii)

Exercise

Class of relevant security

Product description e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing e.g. subscription, conversion

Details

Price per unit (if applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure

30 January 2025

Contact name

Thomas Hone

Telephone number

+44 20 3033 3419

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

MIL-OSI: Result of the auction of treasury bills on 30 January 2025

Source: GlobeNewswire (MIL-OSI)

Bids, sales, stop-rates and prices are presented in the table below:

ISIN	Bid Mill. kr. (nominal)	Sale	Stop-rate (per cent)	Pro-rata	Price
98 19740 DKT 03/03/25 I	320	–	–	–	–
98 19823 DKT 02/06/25 II	340	240	2.150	100 %	99.2943
Total	660	240

The sale will settle 3 February 2025.

MIL-OSI: Form 8.3 – Dowlais Group plc

Source: GlobeNewswire (MIL-OSI)

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	Jupiter Fund Management Plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of Offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Dowlais Group plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held: For an opening position disclosure, state the latest practicable date prior to the disclosure	29th January 2025
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	No

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:	1p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	24,617,521	1.83%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	24,617,521	1.83%

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit
N/A

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
NONE

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
NONE

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
NONE

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
None

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

NONE

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:	30th January 2025
Contact name:	Claire Rodway
Telephone number:	0203 817 1441

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

MIL-OSI: Rhombus Launches New AI Capabilities for Faster, Smarter Security Investigations

Source: GlobeNewswire (MIL-OSI)

SACRAMENTO, Calif., Jan. 30, 2025 (GLOBE NEWSWIRE) — Rhombus, a leader in cloud-managed physical security, today announced the launch of three new additions to its AI portfolio that transform how organizations search, analyze, and respond to security events. Powered by the release of Rhombus Faces 2.0, combined event search, and a new ChatGPT integration, these AI-powered tools enable security teams to instantly locate specific incidents through natural language queries and automation—dramatically reducing investigation time and improving response efficiency.

These new AI features address critical security challenges across education, retail, manufacturing, hospitality, and other sectors where the speed of incident reporting and reaction is critical. From monitoring campus safety and preventing retail theft to securing manufacturing facilities and protecting hotel guests, organizations can enhance existing security operations with more intelligent automation. With this launch, Rhombus is making it easier for all organizations to conduct smarter, faster investigations, prevent adverse events, and reduce resource drain.

“Security teams are often inundated with video footage, and can spend hours manually searching for specific incidents they need to review,” said Brandon Salzberg, Vice President of Engineering, Rhombus. “Our latest release fundamentally changes this dynamic. By integrating ChatGPT and advanced AI into our platform, we’re enabling customers to find critical security events in seconds, while automating many routine tasks that otherwise bog down security operations. This launch continues our focus to advance businesses from traditional video monitoring to truly intelligent security management.”

Key Features of the Rhombus AI-Powered Tools

OpenAI ChatGPT Integration: Users can now hone in on specific events by simply describing what they are looking for in natural language. The ChatGPT integration interprets these descriptions and instantly locates relevant footage. The system automatically marks these events on the timeline for quick review and export.
Enhanced Facial Detection: With its Faces 2.0, Rhombus offers next-generation facial recognition algorithms that deliver more accurate identification across camera feeds. Security teams can track movement patterns, receive real-time alerts about unauthorized access, and maintain detailed logs of facility entry and exit.
Intelligent Event Recognition: With its new combined event search, Rhombus leverages advanced AI models to quickly and automatically detect and categorize security events, eliminating hours of manual video review. This enables Rhombus to efficiently locate people of interest using facial recognition, clothing color, and region filters. It also facilitates searches for license plates and vehicle colors, while consolidating views from cameras, access control systems, and other devices into a unified interface.
Enterprise-Grade Scalability: Built on Rhombus’ unified cloud platform, each of these new tools helps process video data across hundreds or thousands of cameras while maintaining sub-second response times. Organizations can easily expand coverage without compromising performance or user experience.

Availability

Beginning today, Rhombus customers can begin using each of these powerful tools, including gaining early access to the ChatGPT integration in Beta.

About Rhombus

Rhombus is an open, cloud-managed physical security platform that brings security cameras, access control, sensors, alarm monitoring, and integrations together under a single pane of glass. Backed by NightDragon, Bluestone Equity Partners, Cota Capital, Caden Capital, Tru Arrow Partners, and Uncorrelated Ventures, Rhombus is on a mission to make the world safer with simple, smart, and powerful physical security solutions. To learn more, visit www.rhombus.com.

Contact
Kyle Peterson
kyle@clementpeterson.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/54b1ead1-8d96-4368-a0c0-566da2f293ac

www.linkedin.com/in/stewartwill

MIL-OSI: Will Stewart Joins DevvDigital Board of Directors

Source: GlobeNewswire (MIL-OSI)

LONDON, Jan. 30, 2025 (GLOBE NEWSWIRE) — DevvDigital™, the owner of the innovative DevvExchange™. announced today that Will Stewart, an insightful leader with over thirty years of global finance and technology experience, has joined the Board of Directors. Mr. Stewart will take a lead role with the company’s capital strategy and corporate plans. In addition, Mr. Stewart will play a key role in growing the DevvExchange™, the first non-custodial, instant settlement digital exchange built on the DevvX™ blockchain with institutional partners from the global finance industry.

A Silicon Valley venture capitalist, strategic advisor, and board member, Mr. Stewart has raised and returned billions in capital across hundreds of venture-backed technology companies. Over the past few years Mr. Stewart has raised hundreds of millions furthering digital marketplaces, environmental commodities, and infrastructure in the global energy transition. His unparalleled expertise and vast network in the global TradFi space position him to accelerate DevvExchange’s™ mission to transform financial markets through asset tokenization, T+0 settlement, and regulatory compliance.

“Will’s proven track record in innovation and capital strategy is a game-changer for DevvDigital™,” said Ray Quintana, CEO of DevvDigital™. “His board participation will drive global partnerships, funding opportunities, and the rapid adoption of our ecosystem.”

DevvExchange™ is the world’s first true non-custodial crypto exchange, combining institutional-grade processes with unmatched security, resilience, and compliance. Mr. Stewart’s experience and network will drive the platform to redefine how value is exchanged globally, empowering both institutions and individuals with cutting-edge technology, transparency, and trust.

“Timing could not be better for DevvDigital™ and DevvExchange™ at the intersection of this tsunami of public and institutional adoption of crypto products. We fully anticipate this mega trend to continue under a new Federal Administration providing a policy framework that positions digital assets as a legitimate component of the U.S. financial system and aims to establish the United States as a leader in digital financial technology.” said Will Stewart, Board Member, DevvDigital™.

Mr. Stewart’s board role will focus on fostering global strategic alliances, securing capital, and advancing the adoption of DevvExchange’s™ transformative trading technology. His appointment marks a pivotal milestone for the company as the synergy between digital assets and tokenization will continue to drive innovation in the global financial markets positioning both DevvDigital™ and DevvExchange™ in reshaping how we perceive and interact with both traditional and digital assets.

“According to a recent Bain & Co. report¹, private market assets are to grow at more than twice the rate of public assets, reaching up to $65 trillion by 2032. In search for liquidity, higher yield, and diversification, asset managers are now focused on alternative assets. Tokenization is revolutionizing the alternative asset market. As a board member, my role is to place DevvDigital and DevvExchange at the center of this revolution,” said Will Stewart, board member.

“Last week, President Donald Trump signed an executive order titled “Strengthening American Leadership in Digital Financial Technology,” which represents a significant shift in U.S. policy focused on supporting the growth and use of digital assets, blockchain, and related trading technologies which are at the very foundation of both DevvDigital™ and DevvExchange™, “ said Tom Anderson, Co-Founder of both companies.

This announcement follows recent developments at DevvX™, the underlying blockchain on which the DevvExchange™ is built, and DevvE™ (ticker: DEVVE) the native token for DevvX™, including a major brand refresh and strategic repositioning for DEVVE™ for 2025. The company is preparing to launch new product verticals and deliver enhanced utility for token holders, reinforcing its commitment to innovation and value creation.

About DevvDigital™

DevvDigital™ is a forward-thinking digital solutions provider dedicated to leveraging blockchain technology for real-world impact. As the exclusive operator of DevvExchange™, DevvDigital™ is committed to transforming the way people interact with digital assets, prioritizing user empowerment, security, and innovation.

About DevvExchange™ – DevvExchange™ is transforming digital asset trading with a seamless, secure, and efficient platform for creating, managing, and exchanging digital assets. DevvExchange™ utilizes the DevvE™ token, the native token of DevvX™, for liquidity provisioning. By combining institutional-grade processes with enterprise blockchain solutions and patented technology, DevvExchange™ addresses the challenges of both traditional and digital asset trading. Backed by industry leaders, DevvExchange™ is set to redefine how digital assets are perceived and utilized worldwide. Learn more at www.devv.exchange

¹– August 21, 2024 – Private market assets to grow at more than twice the rate of public assets, reaching up to $65 trillion by 2032

Media Contact:

Davin Broadbent
CMO DevvDigital
DevvDigital@devvio.com

Disclaimer: This content is provided by “DevvExchange”. The statements, views and opinions expressed in this column are solely those of the content provider. The information provided in this press release is not a solicitation for investment, nor is it intended as investment advice, financial advice, or trading advice. It is strongly recommended you practice due diligence, including consultation with a professional financial advisor, before investing in or trading cryptocurrency and securities. Please conduct your own research and invest at your own risk.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/bb96ed94-b1c6-4387-aab0-279015adc582

MIL-OSI: Local Trade Copier Expands to Support MT4 & MT5 Trade Copying to DXTrade

Source: GlobeNewswire (MIL-OSI)

VILNIUS, Lithuania, Jan. 30, 2025 (GLOBE NEWSWIRE) — Local Trade Copier, the leading software for seamless trade copying across trading platforms, has introduced MT5 & MT4 to DXTrade support in its latest update. This enhancement allows users to copy trades from both MetaTrader 4 (MT4) and MetaTrader 5 (MT5) to DXTrade effortlessly, making it easier than ever for traders to transition between these platforms without disrupting their strategies.

A Seamless Trading Experience Across Platforms
The integration of MT4 & MT5 to DXTrade trade copying addresses a significant challenge faced by traders who rely on MetaTrader tools and strategies. Many brokers and traders have transitioned to DXTrade in recent years, requiring new solutions to maintain efficiency and continuity. With Local Trade Copier, traders can now keep using their trusted MetaTrader bots, indicators, and automated strategies while copying trades directly to DXTrade.

This update offers numerous advantages:

Instant trade copying from MT4 and MT5 to DXTrade.
Compatibility with MetaTrader indicators and Expert Advisors (EAs).
Elimination of the need to reprogram MetaTrader strategies for DXTrade.
Secure, locally installed software to ensure data privacy.
Automatic lot size allocation for accounts with varying balances.
Auto-symbol mapping for copying trades even with differing symbol names.

Empowering Traders Without Compromising Strategies
This update ensures traders can adapt to DXTrade while continuing to utilize the robust tools they have built in MetaTrader. By enabling both manual and automated trade copying, Local Trade Copier provides a versatile solution for retail traders, institutional clients, and prop firms.

“Local Trade Copier’s integration with DXTrade reflects our commitment to providing innovative solutions for traders. Supporting both MT4 and MT5 trade copying to DXTrade ensures that traders can transition without sacrificing the strategies they’ve spent years perfecting,” said Rimantas Petrauskas, Founder of Local Trade Copier.

About Local Trade Copier
Local Trade Copier is a cutting-edge software solution designed to facilitate seamless trade copying across platforms. Supporting MT4, MT5, and now DXTrade, Local Trade Copier empowers traders to execute their strategies efficiently while ensuring flexibility and privacy. By addressing the challenges of platform migration, Local Trade Copier has become a trusted tool for traders worldwide.

For more information, visit www.mt4copier.com.

Media Contact:
Rimantas Petrauskas
Founder
rimantas@mt4copier.com
www.mt4copier.com

Disclaimer: This content is provided by the Local Trade Copier. The statements, views, and opinions expressed in this column are solely those of the content provider. The information shared in this press release is not a solicitation for investment, nor is it intended as investment, financial, or trading advice. It is strongly recommended that you conduct thorough research and consult with a professional financial advisor before making any investment or trading decisions. Please conduct your own research and invest at your own risk.

MIL-OSI: Karolinska Development’s portfolio company Dilafor advances tafoxiparin following successful meetings with FDA and European regulatory authorities

Source: GlobeNewswire (MIL-OSI)

STOCKHOLM, SWEDEN – January 30, 2025. Karolinska Development AB (Nasdaq Stockholm: KDEV) today announces that its portfolio company Dilafor has successfully completed regulatory meetings with the U.S. Food and Drug Administration, FDA, and European Health Agencies, regarding the continued development of the company’s drug candidate tafoxiparin. The completed meetings mark the end of a comprehensive dialogue with regulatory authorities in the US and EU to reach an alignment between the authorities on designing pivotal clinical Phase 3 studies in Europe and the US to evaluate tafoxiparin as a new potential treatment for priming of labor.

Dilafor has completed interactions with US and European authorities during 2023 – 2024 to achieve an alignment in the regulatory process ahead of the upcoming clinical phase 3 trials with the company’s drug candidate tafoxiparin, developed for priming of labor. Positive outcomes from scientific advice meetings with the FDA and the EMA, were followed by a Simultaneous National Scientific Advice, SNSA, including five key national EU authorities, in December 2024. The meetings resulted in an agreement on the overall study design; in particular the primary endpoint, inclusion criteria, and the performance of the study. Following this positive development, Dilafor will now finalize the detailed planning for pivotal Phase 3 studies in the US and Europe.

“There is generally a lack of new product development in the obstetrical area, and tafoxiparin represents a new principle and mode of action compared to available therapies. The extensive interactions with regulatory bodies in the US and Europe have been extremely helpful and have led to an alignment on the design of a Phase 3 program. Along the way, the FDA has been clear that they share the view on tafoxiparin’s mode of action resulting in priming of labor,” says Lena Degling Wikingsson, CEO, Dilafor.

Currently, more than 30 percent of term pregnant women are induced into labor. Existing interventions require fetal and maternal surveillance in hospital due to maternal and fetal high risk of complications, generating high healthcare costs. National guidance for labor induction have recently been revised to encourage delivery at 39 weeks of gestation in the US and at 40–41 weeks in Europe. The change in routines is supported by strong scientific publications and has been shown to reduce the risk of stillbirth, neonatal complications, operative deliveries leading to improved maternal and neonatal outcomes. The new guidance will lead to a further increase in the number of deliveries requiring labor induction. To reduce the constraints at the obstetrical clinics a new, safe home-based treatment option for labor priming may be a future solution.

Tafoxiparins novel mechanism of action represents a potential breakthrough in obstetrical care by mimicking the natural priming of labor process. The drug candidate uniquely initiates both cervical ripening and myometrial remodeling over several days, initiating a spontaneous onset of labor leading to a vaginal delivery without traditional mechanical or pharmacological interventions. Tafoxiparin is the first drug developed for self-administration by the mother using a daily autoinjector at home, marking a possible improvement in quality of life for the pregnant woman and her family. Moreover, the tafoxiparin drug candidate has in Phase 2 studies demonstrated potential to reduce fetal and maternal complications and associated healthcare expenses.

“We are seeing a clear trend towards earlier induction of labor in both Europe and the US as it has been shown to reduce infant mortality and the risk of complications during delivery radically. This is putting pressure on an already strained maternity care system with increased hospitalization. The aim of tafoxiparin is to enable treatment at home to start a natural process of labor priming resulting in spontaneous onset of labor,” says Viktor Drvota, CEO, Karolinska Development.

Karolinska Development’s direct ownership in Dilafor amounts to 3% and indirect ownership interest via KDev Investment in Dilafor amounts to 29%.

For further information, please contact:

Viktor Drvota, CEO, Karolinska Development AB
Phone: +46 73 982 52 02, e-mail: viktor.drvota@karolinskadevelopment.com

Johan Dighed, General Counsel and Deputy CEO, Karolinska Development AB
Phone: +46 70 207 48 26, e-mail: johan.dighed@karolinskadevelopment.com

TO THE EDITORS

About Karolinska Development AB

Karolinska Development AB (Nasdaq Stockholm: KDEV) is a Nordic life sciences investment company. The company focuses on identifying breakthrough medical innovations in the Nordic region that are developed by entrepreneurs and leadership teams. The Company invests in the creation and growth of companies that advance these assets into commercial products that are designed to make a difference to patient’s lives while providing an attractive return on investment to shareholders.

Karolinska Development has access to world-class medical innovations at the Karolinska Institutet and other leading universities and research institutes in the Nordic region. The Company aims to build companies around scientists who are leaders in their fields, supported by experienced management teams and advisers, and co-funded by specialist international investors, to provide the greatest chance of success.

Karolinska Development has a portfolio of eleven companies targeting opportunities in innovative treatment for life-threatening or serious debilitating diseases.

The Company is led by an entrepreneurial team of investment professionals with a proven track record as company builders and with access to a strong global network.

For more information, please visit www.karolinskadevelopment.com.

Attachment

PM KD Dilafor FDA-meeting_ENG

MIL-OSI: TGS Webcast Details for Q4 2024 Presentation

Source: GlobeNewswire (MIL-OSI)

Oslo, Norway (30 January 2025) – TGS, a leading global provider of energy data and intelligence will release its Q4 2024 results at approximately 07:00 a.m. CET on 20 February 2025. 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/

The Q4 2024 earnings release and presentation will be published on www.newsweb.no and www.tgs.com.

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

Bård Stenberg, VP IR & Communication
Mobile: +47 992 45 235
E-mail: investor@tgs.com

About TGS
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MIL-OSI: SHELL PLC 4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

Source: GlobeNewswire (MIL-OSI)

SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS



SUMMARY OF UNAUDITED RESULTS
Quarters				$ million		Full year
Q4 2024	Q3 2024	Q4 2023	%¹		Reference	2024	2023	%
928	4,291	474	-78	Income/(loss) attributable to Shell plc shareholders		16,093	19,359	-17
3,661	6,028	7,306	-39	Adjusted Earnings	A	23,716	28,250	-16
14,281	16,005	16,335	-11	Adjusted EBITDA	A	65,803	68,538	-4
13,162	14,684	12,575	-10	Cash flow from operating activities		54,684	54,191	+1
(4,431)	(3,857)	(5,657)		Cash flow from investing activities		(15,154)	(17,734)
8,731	10,827	6,918		Free cash flow	G	39,530	36,457
6,924	4,950	7,113		Cash capital expenditure	C	21,084	24,392
9,401	9,570	10,897	-2	Operating expenses	F	36,918	39,960	-8
9,138	8,864	10,565	+3	Underlying operating expenses	F	35,707	39,201	-9
11.3%	12.8%	12.8%		ROACE2	D	11.3%	12.8%
77,078	76,613	81,541		Total debt	E	77,078	81,541
38,809	35,234	43,542		Net debt	E	38,809	43,542
17.7%	15.7%	18.8%		Gearing	E	17.7%	18.8%
2,815	2,801	2,827	+1	Oil and gas production available for sale (thousand boe/d)		2,836	2,791	+2
0.15	0.69	0.07	-78	Basic earnings per share ($)		2.55	2.88	-11
0.60	0.96	1.11	-38	Adjusted Earnings per share ($)	B	3.76	4.20	-10
0.3580	0.3440	0.3440	+4	Dividend per share ($)		1.3900	1.2935	+7

1.Q4 on Q3 change

2.Effective first quarter 2024, the definition has been amended and comparative information has been revised. See Reference D.

Quarter Analysis1

Income attributable to Shell plc shareholders, compared with the third quarter 2024, reflected higher exploration well write-offs, lower margins from crude and oil products trading and optimisation, lower Marketing margins and volumes, lower LNG trading and optimisation margins, lower realised oil prices, and unfavourable tax movements.

Fourth quarter 2024 income attributable to Shell plc shareholders also included net impairment charges and reversals of $2.2 billion, and net losses related to sale of assets. These items are included in identified items amounting to a net loss of $2.8 billion in the quarter. This compares with identified items in the third quarter 2024 which amounted to a net loss of $1.3 billion.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for the above identified items.

Cash flow from operating activities for the fourth quarter 2024 was $13.2 billion, and primarily driven by Adjusted EBITDA, and working capital inflows of $2.4 billion partly offset by tax payments of $2.9 billion, and outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $1.4 billion. The working capital inflows mainly reflected accounts receivable and payable movements, and initial margin inflow.

Cash flow from investing activities for the quarter was an outflow of $4.4 billion, and included cash capital expenditure of $6.9 billion, partly offset by net other investing cash inflows of $1.1 billion, and divestment proceeds of $0.8 billion.

Net debt and Gearing: At the end of the fourth quarter 2024, net debt was $38.8 billion, compared with $35.2 billion at the end of the third quarter 2024, mainly reflecting lease additions of $5.4 billion, share buybacks, cash dividends paid to Shell plc shareholders, and interest payments, partly offset by free cash flow. Gearing was 17.7% at the end of the fourth quarter 2024, compared with 15.7% at the end of the third quarter 2024, mainly driven by higher net debt.

SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

Shareholder distributions

Total shareholder distributions in the quarter amounted to $5.7 billion comprising repurchases of shares of $3.6 billion and cash dividends paid to Shell plc shareholders of $2.1 billion. Dividends declared to Shell plc shareholders for the fourth quarter 2024 amount to $0.3580 per share. Shell has now completed $3.5 billion of share buybacks announced in the third quarter 2024 results announcement. Today, Shell announces a share buyback programme of $3.5 billion which is expected to be completed by the first quarter 2025 results announcement.

Full Year Analysis1

Income attributable to Shell plc shareholders, compared with the full year 2023, reflected lower LNG trading and optimisation margins, lower realised prices, lower refining margins, as well as lower trading and optimisation margins of power and pipeline gas in Renewables and Energy Solutions, partly offset by lower operating expenses, and higher realised Chemicals margins.

By focusing the portfolio and simplifying the organisation, $3.1 billion of pre-tax structural cost reductions3 were delivered through 2024 compared with 2022 levels, with $2.1 billion in the full year 2024.

Full year 2024 income attributable to Shell plc shareholders also included net impairment charges and reversals of $4.4 billion, reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures, unfavourable movements relating to an accounting mismatch due to fair value accounting of commodity derivatives, and charges related to redundancy and restructuring. These charges, reclassifications and movements are included in identified items amounting to a net loss of $7.4 billion. This compares with identified items in the full year 2023 which amounted to a net loss of $8.2 billion.

Adjusted Earnings and Adjusted EBITDA2 for the full year 2024 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for identified items and the cost of supplies adjustment of positive $0.3 billion.

Cash flow from operating activities for the full year 2024 was $54.7 billion, and primarily driven by Adjusted EBITDA, and working capital inflows of $2.1 billion, partly offset by tax payments of $12.0 billion.

Cash flow from investing activities for the full year 2024 was an outflow of $15.2 billion and included cash capital expenditure of $21.1 billion, partly offset by divestment proceeds of $2.8 billion, and interest received of $2.4 billion.

This Unaudited Condensed Financial Report, together with supplementary financial and operational disclosure for this quarter, is available at www.shell.com/investors 4 . Details of progress to date on the financial targets that were announced during Capital Markets Day in June 2023 is available at https://www.shell.com/progress-on-cmd24.html 4.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

3.See Reference J.

4.Not incorporated by reference.

FOURTH QUARTER 2024 PORTFOLIO DEVELOPMENTS

Upstream

In October 2024, we announced the start of production of the floating production storage and offloading facility (FPSO) Marechal Duque de Caxias in the Mero field, in the pre-salt area of the Santos Basin, offshore Brazil. Also known as Mero-3, the FPSO has an operational capacity of 180,000 barrels of oil per day (Shell share 19.3%).

In December 2024, we, along with Equinor ASA, announced the combination of our UK offshore oil and gas assets and expertise to form a new company which will be the UK North Sea’s biggest independent producer. On deal completion, the new independent producer will be jointly owned by Equinor (50%) and Shell (50%). Completion of the transaction remains subject to approvals and is expected by the end of 2025.

In December 2024, we announced a final investment decision (FID) on Bonga North, a deep-water project off the coast of Nigeria. Shell (55%) operates the Bonga field in partnership with Esso Exploration and Production Nigeria Ltd. (20%), Nigerian Agip Exploration Ltd. (12.5%), and TotalEnergies Exploration and Production Nigeria Ltd. (12.5%), on behalf of the Nigerian National Petroleum Company Limited.

In January 2025, we announced the start of production at the Shell-operated Whale floating production facility in the Gulf of Mexico. The Whale development is owned by Shell (60%, operator) and Chevron U.S.A. Inc. (40%).

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

Chemicals and Products

In January 2025, CNOOC and Shell Petrochemicals Company Limited (CSPC), a 50:50 joint venture between Shell and CNOOC Petrochemicals Investment Ltd, has taken a FID to expand its petrochemical complex in Daya Bay, Huizhou, south China.

Renewables and Energy Solutions

In October 2024, we signed an agreement to acquire a 100% equity stake in RISEC Holdings, LLC, which owns a 609-megawatt (MW) two-unit combined-cycle gas turbine power plant in Rhode Island, USA. The deal was completed in January 2025.

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

PERFORMANCE BY SEGMENT



INTEGRATED GAS
Quarters				$ million		Full year
Q4 2024	Q3 2024	Q4 2023	%¹		Reference	2024	2023	%
1,744	2,631	1,733	-34	Segment earnings		9,590	7,058	+36
(421)	(240)	(2,235)		Of which: Identified items	A	(1,800)	(6,861)
2,165	2,871	3,968	-25	Adjusted Earnings	A	11,390	13,919	-18
4,568	5,234	6,584	-13	Adjusted EBITDA	A	20,978	23,773	-12
4,391	3,623	3,597	+21	Cash flow from operating activities	A	16,909	17,520	-3
1,337	1,236	1,196		Cash capital expenditure	C	4,766	4,196
116	136	113	-15	Liquids production available for sale (thousand b/d)		132	128	+2
4,574	4,669	4,570	-2	Natural gas production available for sale (million scf/d)		4,769	4,700	+1
905	941	901	-4	Total production available for sale (thousand boe/d)		954	939	+2
7.06	7.50	7.06	-6	LNG liquefaction volumes (million tonnes)		29.09	28.29	+3
15.50	17.04	18.09	-9	LNG sales volumes (million tonnes)		65.82	67.09	-2

1.Q4 on Q3 change

Integrated Gas includes liquefied natural gas (LNG), conversion of natural gas into gas-to-liquids (GTL) fuels and other products. It includes natural gas and liquids exploration and extraction, and the operation of the upstream and midstream infrastructure necessary to deliver these to market. Integrated Gas also includes the marketing, trading and optimisation of LNG.

Quarter Analysis1

Segment earnings, compared with the third quarter 2024, reflected the net effect of lower contributions from trading and optimisation mainly driven by the comparative (non-cash) impact of expiring hedging contracts and slightly higher realised prices (decrease of $340 million), lower volumes (decrease of $283 million), and higher exploration well write-offs (increase of $275 million), partly offset by lower operating expenses (decrease of $97 million).

Fourth quarter 2024 segment earnings also included impairment charges of $339 million and a loss of $96 million related to sale of assets, partly offset by favourable movements of $109 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These charges and favourable movements are part of identified items and compare with the third quarter 2024 which included unfavourable movements of $213 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, net cash inflows related to derivatives of $120 million and working capital inflows of $114 million, partly offset by tax payments of $635 million.

Total oil and gas production, compared with the third quarter 2024, decreased by 4% mainly due to planned maintenance in Pearl GTL (Qatar). LNG liquefaction volumes decreased by 6% mainly due to lower feedgas supply and fewer cargoes due to the timing of liftings.

Full Year Analysis1

Segment earnings, compared with the full year 2023, reflected the combined effect of lower contributions from trading and optimisation and lower realised prices (decrease of $3,819 million), partly offset by higher volumes (increase of $514 million), lower operating expenses (decrease of $478 million), and favourable deferred tax movements ($399 million).

Full year 2024 segment earnings also included unfavourable movements of $1,088 million relating to an accounting mismatch due to fair value accounting of commodity derivatives, impairment charges of $363 million, and a net loss of $96 million related to sale of assets. These unfavourable movements and charges are part of identified items and compare with the full year 2023 which included unfavourable movements of $4,407 million due to the fair value accounting of commodity derivatives, and net impairment charges and reversals of $2,247 million. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the full year 2024 was primarily driven by Adjusted EBITDA, and working capital inflows of $467 million, partly offset by tax payments of $2,955 million and net cash outflows related to derivatives of $1,466 million.

Total oil and gas production, compared with the full year 2023, increased by 2% mainly due to ramp-up of fields in Oman and Australia. LNG liquefaction volumes increased by 3% mainly due to lower maintenance in Australia.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS



UPSTREAM
Quarters				$ million		Full year
Q4 2024	Q3 2024	Q4 2023	%¹		Reference	2024	2023	%
1,031	2,289	2,151	-55	Segment earnings		7,772	8,539	-9
(651)	(153)	(909)		Of which: Identified items	A	(623)	(1,267)
1,682	2,443	3,060	-31	Adjusted Earnings	A	8,395	9,806	-14
7,676	7,871	7,872	-2	Adjusted EBITDA	A	31,264	30,622	+2
4,509	5,268	5,787	-14	Cash flow from operating activities	A	21,244	21,450	-1
2,076	1,974	2,436		Cash capital expenditure	C	7,890	8,343
1,332	1,321	1,361	+1	Liquids production available for sale (thousand b/d)		1,320	1,325	—
3,056	2,844	2,952	+7	Natural gas production available for sale (million scf/d)		2,964	2,754	+8
1,859	1,811	1,870	+3	Total production available for sale (thousand boe/d)		1,831	1,800	+2

1.Q4 on Q3 change

The Upstream segment includes exploration and extraction of crude oil, natural gas and natural gas liquids. It also markets and transports oil and gas, and operates the infrastructure necessary to deliver them to the market.

Quarter Analysis1

Segment earnings, compared with the third quarter 2024, reflected higher operating expenses (increase of $291 million), higher exploration well write-offs (increase of $283 million), unfavourable tax movements ($245 million) and lower realised liquids prices (decrease of $227 million), partly offset by higher volumes (increase of $370 million).

Fourth quarter 2024 segment earnings also included a loss of $161 million related to the impact of the weakening Brazilian real on a deferred tax position, and net impairment charges and reversals of $152 million. These charges are part of identified items, and compare with the third quarter 2024 which included charges of $138 million related to redundancy and restructuring and charges of $104 million related to decommissioning provisions.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, partly offset by tax payments of $2,019 million and working capital outflows of $611 million.

Total production, compared with the third quarter 2024, increased mainly due to new oil production and lower scheduled maintenance.

Full Year Analysis1

Segment earnings, compared with the full year 2023, reflected unfavourable tax movements ($1,289 million), lower realised prices (decrease of $949 million) and higher exploration well write-offs (increase of $541 million), partly offset by the comparative favourable impact of $962 million mainly relating to gas storage effects.

Full year 2024 segment earnings also included a loss of $325 million related to the impact of the weakening Brazilian real on a deferred tax position, net impairment charges and reversals of $323 million and charges of $214 million related to redundancy and restructuring, partly offset by gains of $638 million related to the impact of inflationary adjustments in Argentina on a deferred tax position. These charges and gains are part of identified items, and compare with the full year 2023 which included net impairment charges and reversals of $642 million, and net charges of $295 million related to the impact of the weakening Argentine peso and strengthening Brazilian real on a deferred tax position.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the full year 2024 was primarily driven by Adjusted EBITDA, partly offset by tax payments of $7,851 million and the timing impact of dividends (net of profits) from joint ventures and associates of $946 million.

Total production, compared with the full year 2023, increased mainly due to new oil production, partly offset by field decline.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS



MARKETING
Quarters				$ million		Full year
Q4 2024	Q3 2024	Q4 2023	%¹		Reference	2024	2023	%
103	760	226	-86	Segment earnings2		1,894	3,058	-38
(736)	(422)	(567)		Of which: Identified items2	A	(1,991)	(254)
839	1,182	794	-29	Adjusted Earnings2	A	3,885	3,312	+17
1,709	2,081	1,500	-18	Adjusted EBITDA2	A	7,476	6,337	+18
1,363	2,722	1,767	-50	Cash flow from operating activities2	A	7,363	5,561	+32
811	525	1,385		Cash capital expenditure2	C	2,445	5,790
2,795	2,945	2,997	-5	Marketing sales volumes (thousand b/d)2		2,843	3,045	-7

1.Q4 on Q3 change

2.Wholesale commercial fuels, previously reported in the Chemicals and Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024. Comparative information for the Marketing segment and the Chemicals and Products segment has been revised.

The Marketing segment comprises the Mobility, Lubricants, and Sectors and Decarbonisation businesses. The Mobility business operates Shell’s retail network including electric vehicle charging services and the Wholesale commercial fuels business which provides fuels for transport, industry and heating. The Lubricants business produces, markets and sells lubricants for road transport, and machinery used in manufacturing, mining, power generation, agriculture and construction. The Sectors and Decarbonisation business sells fuels, speciality products and services including low-carbon energy solutions to a broad range of commercial customers including the aviation, marine, and agricultural sectors.

Quarter Analysis1

Segment earnings, compared with the third quarter 2024, reflected lower Marketing margins (decrease of $395 million) mainly due to seasonal impact of lower volumes and lower Mobility unit margins as well as lower Sectors and Decarbonisation and Lubricants margins. These were partly offset by lower operating expenses (decrease of $118 million).

Fourth quarter 2024 segment earnings also included impairment charges of $458 million, and net losses of $247 million related to sale of assets. These charges are part of identified items, and compare with the third quarter 2024 impairment charges of $179 million, charges of $98 million related to redundancy and restructuring, and net losses of $84 million related to sale of assets.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, working capital inflows of $845 million, and dividends (net of profits) from joint ventures and associates of $172 million. These inflows were partly offset by outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $1,187 million and tax payments of $130 million.

Marketing sales volumes (comprising hydrocarbon sales), compared with the third quarter 2024, decreased mainly due to seasonality.

Full Year Analysis1

Segment earnings, compared with the full year 2023, reflected higher Marketing margins (increase of $483 million) including higher unit margins in Lubricants and Mobility partly offset by lower Sectors and Decarbonisation margins. Segment earnings also reflected lower operating expenses (decrease of $449 million). These were partly offset by unfavourable tax movements ($157 million) and higher depreciation charges (increase of $142 million).

Full year 2024 segment earnings also included impairment charges of $1,423 million mainly relating to an asset in the Netherlands, net losses of $386 million related to the sale of assets and charges of $215 million related to redundancy and restructuring. These charges are part of identified items and compare with the full year 2023 which included net impairment charges and reversals of $466 million, and charges of $113 million related to redundancy and restructuring partly offset by gains of $298 million related to indirect tax credits.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

Cash flow from operating activities for the full year 2024 was primarily driven by Adjusted EBITDA, working capital inflows of $998 million, and dividends (net of profits) from joint ventures and associates of $262 million. These inflows

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

were partly offset by tax payments of $562 million, non-cash cost of supplies adjustment of $254 million, and outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $221 million.

Marketing sales volumes (comprising hydrocarbon sales), compared with the full year 2023, decreased mainly in Mobility including increased focus on value over volume.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS



CHEMICALS AND PRODUCTS
Quarters				$ million		Full year
Q4 2024	Q3 2024	Q4 2023	%¹		Reference	2024	2023	%
(328)	341	(1,828)	-196	Segment earnings2		1,757	1,482	+19
(99)	(122)	(1,857)		Of which: Identified items2	A	(1,177)	(2,135)
(229)	463	29	-150	Adjusted Earnings2	A	2,934	3,617	-19
475	1,240	670	-62	Adjusted EBITDA2	A	6,783	7,489	-9
2,032	3,321	1,150	-39	Cash flow from operating activities2	A	7,253	7,513	-3
1,392	761	986		Cash capital expenditure2	C	3,290	3,013
1,215	1,305	1,315	-7	Refinery processing intake (thousand b/d)		1,344	1,349	—
2,926	3,015	2,588	-3	Chemicals sales volumes (thousand tonnes)		11,875	11,245	+6

1.Q4 on Q3 change

2.Wholesale commercial fuels, previously reported in the Chemicals and Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024. Comparative information for the Marketing segment and the Chemicals and Products segment has been revised.

The Chemicals and Products segment includes chemicals manufacturing plants with their own marketing network, and refineries which turn crude oil and other feedstocks into a range of oil products which are moved and marketed around the world for domestic, industrial and transport use. The segment also includes the pipeline business, trading and optimisation of crude oil, oil products and petrochemicals, and Oil Sands activities (the extraction of bitumen from mined oil sands and its conversion into synthetic crude oil).

Quarter Analysis1

Segment earnings, compared with the third quarter 2024, reflected lower Products margins (decrease of $442 million) mainly driven by lower margins from trading and optimisation. Segment earnings also reflected lower Chemicals margins (decrease of $138 million) mainly due to lower realised prices. In addition, the fourth quarter 2024 reflected unfavourable tax movements ($67 million).

Fourth quarter 2024 segment earnings also included net impairment charges and reversals of $224 million, partly offset by favourable deferred tax movements of $114 million. These charges and favourable movements are part of identified items, and compare with the third quarter 2024 which included charges of $101 million related to redundancy and restructuring, and net impairment charges and reversals of $92 million, partly offset by favourable movements of $95 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. In the fourth quarter 2024, Chemicals had negative Adjusted Earnings of $258 million and Products had positive Adjusted Earnings of $29 million.

Cash flow from operating activities for the quarter was primarily driven by working capital inflows of $1,394 million, Adjusted EBITDA, net cash inflows relating to commodity derivatives of $230 million, dividends (net of profits) from joint ventures and associates of $139 million, and non-cash cost of supplies adjustment of $73 million. These inflows were partly offset by outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $371 million.

Chemicals manufacturing plant utilisation was 75% compared with 76% in the third quarter 2024.

Refinery utilisation was 76% compared with 81% in the third quarter 2024, mainly due to higher planned maintenance.

Full Year Analysis1

Segment earnings, compared with the full year 2023, reflected lower Products margins (decrease of $1,832 million), mainly driven by lower refining margins, and unfavourable tax movements ($248 million). These were partly offset by lower operating expenses (decrease of $812 million) and higher Chemicals margins (increase of $602 million).

Full year 2024 segment earnings also included net impairment charges and reversals of $1,176 million mainly relating to assets in Singapore, charges of $142 million related to redundancy and restructuring, and unfavourable movements of $86 million relating to an accounting mismatch due to fair value accounting of commodity derivatives, partly offset by favourable deferred tax movements of $114 million. These charges and movements are part of identified items, and compare with the full year 2023 which included net impairment charges and reversals of $2,195 million mainly relating to

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

the Chemicals assets in Singapore, and charges of $82 million related to redundancy and restructuring partly offset by favourable movements of $214 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. In the full year 2024, Chemicals had negative Adjusted Earnings of $432 million and Products had positive Adjusted Earnings of $3,366 million.

Cash flow from operating activities for the full year 2024 was primarily driven by Adjusted EBITDA, working capital inflows of $524 million, dividends (net of profits) from joint ventures and associates of $304 million and net cash inflows relating to commodity derivatives of $219 million. These inflows were partly offset by cash outflows relating to legal provisions of $215 million, tax payments of $146 million, cash outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $114 million, and non-cash cost of supplies adjustment of $109 million.

Chemicals manufacturing plant utilisation was 76% compared with 68% in the full year 2023, mainly due to economic optimisation in the full year 2023. The increase was also driven by ramp-up of Shell Polymers Monaca and lower unplanned maintenance in the full year 2024.

Refinery utilisation was 85% compared with 85% in the full year 2023.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS



RENEWABLES AND ENERGY SOLUTIONS
Quarters				$ million		Full year
Q4 2024	Q3 2024	Q4 2023	%¹		Reference	2024	2023	%
(1,226)	(481)	(272)	-155	Segment earnings		(1,229)	3,089	-140
(914)	(319)	(445)		Of which: Identified items	A	(732)	2,333
(311)	(162)	173	-92	Adjusted Earnings	A	(497)	756	-166
(123)	(75)	253	-64	Adjusted EBITDA	A	(22)	1,481	-101
850	(364)	(1,265)	+333	Cash flow from operating activities	A	3,798	2,984	+27
1,277	409	1,026		Cash capital expenditure	C	2,549	2,681
76	79	68	-4	External power sales (terawatt hours)2		306	279	+10
165	148	175	+11	Sales of pipeline gas to end-use customers (terawatt hours)3		652	738	-12

1.Q4 on Q3 change

2.Physical power sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders.

3.Physical natural gas sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders. Excluding sales of natural gas by other segments and LNG sales.

Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions. It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

Quarter Analysis1

Segment earnings, compared with the third quarter 2024, reflected unfavourable one-off tax movements ($107 million), and higher operating expenses (increase of $71 million).

Fourth quarter 2024 segment earnings also included impairment charges of $996 million mainly relating to renewable generation assets in North America, partly offset by favourable movements of $50 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These charges and favourable movements are part of identified items and compare with the third quarter 2024 which included unfavourable movements of $279 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. Most Renewables and Energy Solutions activities were loss-making in the fourth quarter 2024.

Cash flow from operating activities for the quarter was primarily driven by net cash inflows related to derivatives of $533 million, and working capital inflows of $353 million, partly offset by Adjusted EBITDA.

Full Year Analysis1

Segment earnings, compared with the full year 2023, reflected lower margins (decrease of $1,719 million) mainly from trading and optimisation primarily in Europe due to lower volatility, partly offset by lower operating expenses (decrease of $632 million).

Full year 2024 segment earnings also included net impairment charges and reversals of $1,085 million mainly relating to renewable generation assets in North America, partly offset by favourable movements of $300 million relating to an accounting mismatch due to fair value accounting of commodity derivatives and a net gain on sale of assets of $94 million. These net charges and favourable movements are part of identified items and compare with the full year 2023 which included favourable movements of $2,756 million due to the fair value accounting of commodity derivatives partly offset by net impairment charges and reversals of $669 million. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. Most Renewables and Energy Solutions activities were loss-making for the full year 2024, which was partly offset by positive Adjusted Earnings from trading and optimisation.

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Cash flow from operating activities for the full year 2024 was primarily driven by net cash inflows related to derivatives of $3,012 million, and working capital inflows of $923 million, partly offset by tax payments of $457 million and Adjusted EBITDA.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

Additional Growth Measures


Quarters					Full year
Q4 2024	Q3 2024	Q4 2023	%¹		2024	2023	%
				Renewable power generation capacity (gigawatt):
3.4	3.4	2.5	—	– In operation2	3.4	2.5	+34
4.0	3.9	4.1	+2	– Under construction and/or committed for sale3	4.0	4.1	-1

1.Q4 on Q3 change

2.Shell’s equity share of renewable generation capacity post commercial operation date. It excludes Shell’s equity share of associates where information cannot be obtained.

3.Shell’s equity share of renewable generation capacity under construction and/or committed for sale under long-term offtake agreements (PPA). It excludes Shell’s equity share of associates where information cannot be obtained.



CORPORATE
Quarters			$ million		Full year
Q4 2024	Q3 2024	Q4 2023		Reference	2024	2023
(335)	(647)	(629)	Segment earnings1		(2,992)	(2,944)
45	(3)	(19)	Of which: Identified items	A	(1,024)	(69)
(380)	(643)	(609)	Adjusted Earnings1	A	(1,968)	(2,875)
(24)	(346)	(544)	Adjusted EBITDA1	A	(675)	(1,164)
16	115	1,540	Cash flow from operating activities	A	(1,882)	(832)

1.From the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments.

The Corporate segment covers the non-operating activities supporting Shell. It comprises Shell’s holdings and treasury organisation, headquarters and central functions, self-insurance activities and centrally managed longer-term innovation portfolio. All finance expense, income and related taxes are included in Corporate segment earnings rather than in the earnings of business segments.

Quarter Analysis1

Segment earnings, compared with the third quarter 2024, reflected favourable tax movements and favourable currency exchange rate effects.

Adjusted EBITDA2 was mainly driven by favourable currency exchange rate effects.

Full Year Analysis1

Segment earnings, compared with the full year 2023, were primarily driven by favourable tax movements, favourable net interest movements and favourable currency exchange rate effects.

Full year 2024 segment earnings also included reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These reclassifications are included in identified items.

Adjusted EBITDA2 was mainly driven by favourable currency exchange rate effects and lower operating expenses.

1.All earnings amounts are shown post-tax, unless stated otherwise.

2.Adjusted EBITDA is without taxation.

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PRELIMINARY RESERVES UPDATE

When final volumes are reported in the 2024 Annual Report and Accounts and 2024 Form 20-F, Shell expects that SEC proved oil and gas reserves additions before taking into account production will be approximately 0.9 billion boe, and that 2024 production will be approximately 1.1 billion boe. As a result, total proved reserves on an SEC basis are expected to be approximately 9.6 billion boe1, 2, 3. Acquisitions and divestments of 2024 reserves are expected to account for a net increase of approximately 0.05 billion boe.

The proved Reserves Replacement Ratio on an SEC basis is expected to be 85% for the year (106% without debooking Groundbirch because of the low average AECO price in 2024) and 108% for the 3-year average. Excluding the impact of acquisitions and divestments, the proved Reserves Replacement Ratio is expected to be 80% (102% without debooking Groundbirch) for the year and 68% for the 3-year average.

Further information will be provided in the 2024 Annual Report and Accounts and 2024 Form 20-F.

1.Pursuant to our 2017 agreement with Canadian Natural Resources Limited, our remaining mining interest and associated synthetic crude oil reserves will be swapped for an additional 10% interest in the Scotford upgrader and Quest CCS project. The transaction is expected to close by the end of the first quarter 2025, subject to regulatory approvals. The associated proved reserves at December 31, 2024 are 0.7 billion barrels (of which 50% attributable to non-controlling interest).

2.On January 16, 2024, we announced an agreement to sell our Nigerian onshore subsidiary The Shell Petroleum Development Company of Nigeria Limited (SPDC) which holds a 30% interest in the SPDC JV to Renaissance, subject to various conditions. As of December 31, 2024, we had proved reserves of 0.5 billion boe in SPDC.

3.In December 2024, we, along with Equinor ASA, announced the combination of our UK offshore oil and gas assets and expertise to form a new company which will be the UK North Sea’s biggest independent producer. On deal completion, the new independent producer will be jointly owned by Equinor (50%) and Shell (50%) and 0.16 billion boe (as of December 31, 2024) of Shell’s proved reserves will be contributed to the new joint venture alongside proved reserves contributed by Equinor. Subsequently, Shell will report 50% of the proved reserves of the new joint venture as part of Shell’s share of proved reserves from joint ventures and associates.

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OUTLOOK FOR THE FIRST QUARTER 2025

Full year 2024 cash capital expenditure was $21 billion. Our cash capital expenditure range for the full year 2025 is expected to be lower than our 2024 range, with more guidance to come at the Capital Markets Day 2025.

Integrated Gas production is expected to be approximately 930 – 990 thousand boe/d. First quarter 2025 outlook reflects Pearl GTL back in operation after a major turnaround. LNG liquefaction volumes are expected to be approximately 6.6 – 7.2 million tonnes.

Upstream production is expected to be approximately 1,750 – 1,950 thousand boe/d.

Marketing sales volumes are expected to be approximately 2,500 – 3,000 thousand b/d.

Refinery utilisation is expected to be approximately 80% – 88%. Chemicals manufacturing plant utilisation is expected to be approximately 78% – 86%.

Corporate Adjusted Earnings were a net expense of $380 million1 for the fourth quarter 2024. Corporate Adjusted Earnings2 are expected to be a net expense of approximately $400 – $600 million in the first quarter 2025.

1.From the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments.

2.For the definition of Adjusted Earnings and the most comparable GAAP measure please see reference A.

FORTHCOMING EVENTS



Date			Event
February 25, 2025			Shell LNG Outlook 2025 publication

March 25, 2025			Publication of Annual Report and Accounts and filing of Form 20-F for the year ended December 31, 2024
March 25, 2025			Capital Markets Day 2025
May 2, 2025			First quarter 2025 results and dividends
May 20, 2025			Annual General Meeting
July 31, 2025			Second quarter 2025 results and dividends
October 30, 2025			Third quarter 2025 results and dividends

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UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



CONSOLIDATED STATEMENT OF INCOME
Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
66,281	71,089	78,732	Revenue1	284,312	316,620
(156)	933	768	Share of profit/(loss) of joint ventures and associates	2,993	3,725
683	440	631	Interest and other income/(expenses)2	1,724	2,838
66,807	72,462	80,131	Total revenue and other income/(expenses)	289,029	323,183
43,610	48,225	54,745	Purchases	188,120	212,883
5,839	6,138	6,807	Production and manufacturing expenses	23,379	25,240
3,231	3,139	3,621	Selling, distribution and administrative expenses	12,439	13,433
331	294	469	Research and development	1,099	1,287
861	305	467	Exploration	2,411	1,750
7,520	5,916	11,221	Depreciation, depletion and amortisation2	26,872	31,290
1,213	1,174	1,166	Interest expense	4,787	4,673
62,605	65,190	78,496	Total expenditure	259,107	290,556
4,205	7,270	1,635	Income/(loss) before taxation	29,922	32,627
3,164	2,879	1,099	Taxation charge/(credit)2	13,401	12,991
1,041	4,391	536	Income/(loss) for the period	16,521	19,636
113	100	62	Income/(loss) attributable to non-controlling interest	427	277
928	4,291	474	Income/(loss) attributable to Shell plc shareholders	16,093	19,359
0.15	0.69	0.07	Basic earnings per share ($)3	2.55	2.88
0.15	0.68	0.07	Diluted earnings per share ($)3	2.53	2.85

1.See Note 2 “Segment information”.

2.See Note 8 “Other notes to the unaudited Condensed Consolidated Financial Statements”.

3.See Note 4 “Earnings per share”.



CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
1,041	4,391	536	Income/(loss) for the period	16,521	19,636
			Other comprehensive income/(loss) net of tax:
			Items that may be reclassified to income in later periods:
(4,899)	2,947	2,571	– Currency translation differences1	(3,248)	1,397
(11)	35	29	– Debt instruments remeasurements	5	41
224	(75)	11	– Cash flow hedging gains/(losses)	216	71
—	—	—	– Net investment hedging gains/(losses)	—	(44)
(50)	(2)	(53)	– Deferred cost of hedging	(73)	(148)
(91)	35	135	– Share of other comprehensive income/(loss) of joint ventures and associates	(118)	18
(4,827)	2,940	2,692	Total	(3,217)	1,335
			Items that are not reclassified to income in later periods:
239	419	(1,207)	– Retirement benefits remeasurements	1,407	(1,083)
(50)	80	(84)	– Equity instruments remeasurements	28	(99)
46	(53)	(186)	– Share of other comprehensive income/(loss) of joint ventures and associates	47	(201)
235	446	(1,477)	Total	1,482	(1,383)
(4,592)	3,386	1,215	Other comprehensive income/(loss) for the period	(1,735)	(48)
(3,552)	7,777	1,750	Comprehensive income/(loss) for the period	14,786	19,588
50	177	96	Comprehensive income/(loss) attributable to non-controlling interest	407	312
(3,602)	7,600	1,654	Comprehensive income/(loss) attributable to Shell plc shareholders	14,379	19,276

1.See Note 8 “Other notes to the unaudited Condensed Consolidated Financial Statements”.

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CONDENSED CONSOLIDATED BALANCE SHEET
$ million
	December 31, 2024	December 31, 2023
Assets
Non-current assets
Goodwill	16,032	16,660
Other intangible assets	9,480	10,253
Property, plant and equipment	185,219	194,835
Joint ventures and associates	23,445	24,457
Investments in securities	2,255	3,246
Deferred tax	6,857	6,454
Retirement benefits1	10,003	9,151
Trade and other receivables	6,018	6,298
Derivative financial instruments²	374	801
	259,681	272,155
Current assets
Inventories	23,426	26,019
Trade and other receivables	45,860	53,273
Derivative financial instruments²	9,673	15,098
Cash and cash equivalents	39,110	38,774
	118,069	133,164
Assets classified as held for sale1	9,857	951
	127,926	134,115
Total assets	387,607	406,270
Liabilities
Non-current liabilities
Debt	65,448	71,610
Trade and other payables	3,290	3,103
Derivative financial instruments²	2,185	2,301
Deferred tax	13,505	15,347
Retirement benefits1	6,752	7,549
Decommissioning and other provisions	21,227	22,531
	112,408	122,441
Current liabilities
Debt	11,630	9,931
Trade and other payables	60,693	68,237
Derivative financial instruments²	7,391	9,529
Income taxes payable	4,648	3,422
Decommissioning and other provisions	4,469	4,041
	88,831	95,160
Liabilities directly associated with assets classified as held for sale1	6,203	307
	95,034	95,467
Total liabilities	207,442	217,908
Equity attributable to Shell plc shareholders	178,303	186,607
Non-controlling interest	1,861	1,755
Total equity	180,165	188,362
Total liabilities and equity	387,607	406,270

1. See Note 8 “Other notes to the unaudited Condensed Consolidated Financial Statements”.

2. See Note 7 “Derivative financial instruments and debt excluding lease liabilities”.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
	Equity attributable to Shell plc shareholders
$ million	Share capital1	Shares held in trust	Other reserves²	Retained earnings	Total	Non-controlling interest	Total equity
At January 1, 2024	544	(997)	21,145	165,915	186,607	1,755	188,362
Comprehensive income/(loss) for the period	—	—	(1,715)	16,093	14,378	407	14,785
Transfer from other comprehensive income	—	—	193	(193)	—	—	—
Dividends³	—	—	—	(8,669)	(8,669)	(308)	(8,976)
Repurchases of shares4	(34)	—	34	(14,057)	(14,057)	—	(14,057)
Share-based compensation	—	194	109	(354)	(52)	—	(52)
Other changes	—	—	—	96	96	7	103
At December 31, 2024	510	(804)	19,766	158,832	178,303	1,861	180,165
At January 1, 2023	584	(726)	21,132	169,482	190,472	2,125	192,597
Comprehensive income/(loss) for the period	—	—	(83)	19,359	19,276	312	19,588
Transfer from other comprehensive income	—	—	(112)	112	—	—	—
Dividends3	—	—	—	(8,389)	(8,389)	(764)	(9,153)
Repurchases of shares4	(40)	—	40	(14,571)	(14,571)	—	(14,571)
Share-based compensation	—	(271)	168	(85)	(188)	—	(188)
Other changes	—	—	—	7	7	82	89
At December 31, 2023	544	(997)	21,145	165,915	186,607	1,755	188,362

1. See Note 5 “Share capital”.

2. See Note 6 “Other reserves”.

3. The amount charged to retained earnings is based on prevailing exchange rates on payment date.

4. Includes shares committed to repurchase under an irrevocable contract and repurchases subject to settlement at the end of the quarter.

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CONSOLIDATED STATEMENT OF CASH FLOWS
Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
4,205	7,270	1,635	Income before taxation for the period	29,922	32,627
			Adjustment for:
665	554	571	– Interest expense (net)	2,415	2,360
7,520	5,916	11,221	– Depreciation, depletion and amortisation1	26,872	31,290
649	150	243	– Exploration well write-offs	1,622	868
288	154	(222)	– Net (gains)/losses on sale and revaluation of non-current assets and businesses	288	(246)
156	(933)	(768)	– Share of (profit)/loss of joint ventures and associates	(2,993)	(3,725)
1,241	860	1,145	– Dividends received from joint ventures and associates	3,632	3,674
131	2,705	4,088	– (Increase)/decrease in inventories	1,273	6,325
751	4,057	(704)	– (Increase)/decrease in current receivables	6,578	12,401
1,524	(4,096)	(701)	– Increase/(decrease) in current payables2	(5,789)	(11,581)
111	735	328	– Derivative financial instruments	2,484	(5,723)
(58)	125	(68)	– Retirement benefits	(326)	(37)
(256)	359	430	– Decommissioning and other provisions2	(828)	220
(856)	(144)	(1,021)	– Other1	1,536	(550)
(2,910)	(3,028)	(3,604)	Tax paid	(12,002)	(13,712)
13,162	14,684	12,575	Cash flow from operating activities	54,684	54,191
(6,486)	(4,690)	(6,960)	Capital expenditure	(19,601)	(22,993)
(421)	(222)	(109)	Investments in joint ventures and associates	(1,404)	(1,202)
(17)	(38)	(44)	Investments in equity securities	(80)	(197)
(6,924)	(4,950)	(7,113)	Cash capital expenditure	(21,084)	(24,392)
493	94	540	Proceeds from sale of property, plant and equipment and businesses	1,621	2,565
305	94	49	Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans	590	474
6	6	24	Proceeds from sale of equity securities	582	51
581	593	568	Interest received	2,399	2,124
1,762	1,074	960	Other investing cash inflows1	4,576	4,269
(655)	(769)	(685)	Other investing cash outflows	(3,838)	(2,825)
(4,431)	(3,857)	(5,657)	Cash flow from investing activities	(15,154)	(17,734)
65	(89)	(27)	Net increase/(decrease) in debt with maturity period within three months	(310)	(211)
			Other debt:
(13)	78	64	– New borrowings	363	1,029
(2,664)	(1,322)	(4,054)	– Repayments	(9,672)	(10,650)
(1,379)	(979)	(1,366)	Interest paid	(4,557)	(4,441)
(833)	652	702	Derivative financial instruments	(594)	723
(10)	—	(1)	Change in non-controlling interest	(15)	(22)
			Cash dividends paid to:
(2,114)	(2,167)	(2,201)	– Shell plc shareholders	(8,668)	(8,393)
(53)	(92)	(128)	– Non-controlling interest	(295)	(764)
(3,579)	(3,537)	(3,977)	Repurchases of shares	(13,898)	(14,617)
(309)	6	(714)	Shares held in trust: net sales/(purchases) and dividends received	(789)	(889)
(10,889)	(7,452)	(11,703)	Cash flow from financing activities	(38,434)	(38,235)
(985)	729	529	Effects of exchange rate changes on cash and cash equivalents	(761)	306
(3,142)	4,105	(4,256)	Increase/(decrease) in cash and cash equivalents	336	(1,472)
42,252	38,148	43,031	Cash and cash equivalents at beginning of period	38,774	40,246
39,110	42,252	38,774	Cash and cash equivalents at end of period	39,110	38,774

1.See Note 8 “Other notes to the unaudited Condensed Consolidated Financial Statements”.

2.To further enhance consistency between working capital and the Balance Sheet and the Statement of Cash Flows, from January 1, 2024, onwards movements in current other provisions are recognised in ‘Decommissioning and other provisions’ instead of ‘Increase/(decrease) in current payables’. Comparatives for the fourth quarter 2023 and the full year 2023 have been reclassified accordingly by $653 million and $693 million respectively to conform with current period presentation.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of preparation

These unaudited Condensed Consolidated Financial Statements of Shell plc (“the Company”) and its subsidiaries (collectively referred to as “Shell”) have been prepared on the basis of the same accounting principles as those used in the Company’s Annual Report and Accounts (pages 244 to 316) for the year ended December 31, 2023, as filed with the Registrar of Companies for England and Wales and as filed with the Autoriteit Financiële Markten (the Netherlands) and Form 20-F (pages 217 to 290) for the year ended December 31, 2023, as filed with the US Securities and Exchange Commission, and should be read in conjunction with these filings.

The financial information presented in the unaudited Condensed Consolidated Financial Statements does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (“the Act”). Statutory accounts for the year ended December 31, 2023, were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales, and in Shell’s Form 20-F. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act. The statutory accounts for the year ended December 31, 2024, will be delivered to the Registrar of Companies for England and Wales in due course.

2. Segment information

Segment earnings are presented on a current cost of supplies basis (CCS earnings), which is the earnings measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance. On this basis, the purchase price of volumes sold during the period is based on the current cost of supplies during the same period after making allowance for the tax effect. CCS earnings therefore exclude the effect of changes in the oil price on inventory carrying amounts. Sales between segments are based on prices generally equivalent to commercially available prices.

From the first quarter 2024, Wholesale commercial fuels forms part of Mobility with inclusion in the Marketing segment (previously Chemicals and Products segment). The change in segmentation reflects the increasing alignment between the economic characteristics of Wholesale commercial fuels and other Mobility businesses, and is consistent with changes in the information provided to the Chief Operating Decision Maker. Prior period comparatives have been revised to conform with current year presentation with an offsetting impact between the Marketing and the Chemicals and Products segment (see below). Also, from the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments (see below).

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REVENUE AND CCS EARNINGS BY SEGMENT
Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
			Third-party revenue
9,294	9,748	10,437	Integrated Gas	37,290	37,645
1,652	1,605	1,263	Upstream	6,606	6,475
27,524	30,519	31,761	Marketing2	120,088	130,560
19,992	22,608	24,957	Chemicals and Products2	90,918	97,079
7,808	6,599	10,302	Renewables and Energy Solutions	29,366	44,819
10	10	11	Corporate	43	42
66,281	71,089	78,732	Total third-party revenue1	284,312	316,620
			Inter-segment revenue
2,024	2,131	2,614	Integrated Gas	8,715	11,560
9,931	9,618	10,948	Upstream	39,939	41,230
984	1,235	1,243	Marketing2	4,937	5,299
8,656	9,564	10,163	Chemicals and Products2	38,381	42,816
1,879	1,131	1,567	Renewables and Energy Solutions	4,971	4,707
—	—	—	Corporate	—	—
			CCS earnings
1,744	2,631	1,733	Integrated Gas	9,590	7,058
1,031	2,289	2,151	Upstream	7,772	8,539
103	760	226	Marketing2	1,894	3,058
(328)	341	(1,828)	Chemicals and Products2	1,757	1,482
(1,226)	(481)	(272)	Renewables and Energy Solutions	(1,229)	3,089
(335)	(647)	(629)	Corporate3	(2,992)	(2,944)
989	4,894	1,381	Total CCS earnings4	16,792	20,281

1.Includes revenue from sources other than from contracts with customers, which mainly comprises the impact of fair value accounting of commodity derivatives.

2.From January 1, 2024, onwards Wholesale commercial fuels has been reallocated from the Chemicals and Products segment to the Marketing segment. Comparatives for the fourth quarter 2023 and the full year 2023 have been reclassified accordingly, by $5,332 million and $21,702 million respectively for Third-party revenue and by $82 million and $104 million respectively for CCS earnings to conform with current period presentation. For Inter-segment revenue the reallocation and revision of comparative figures for the fourth quarter 2023 and the full year 2023 led to an increase in inter-segment revenue in the Marketing segment of $1,058 million and $4,675 million respectively and an increase in the Chemicals and Products segment of $9,553 million and $40,564 million respectively.

3.From January 1, 2024, onwards costs for Shell’s centrally managed longer-term innovation portfolio are reported as part of the Corporate segment. Prior period comparatives for Corporate for the fourth quarter 2023 and the full year 2023 have been revised by $43 million and $133 million respectively, with a net offsetting impact in all other segments to conform with current period presentation.

4.See Note 3 “Reconciliation of income for the period to CCS Earnings, Operating expenses and Total Debt”.

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Cash capital expenditure is a measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance.



CASH CAPITAL EXPENDITURE BY SEGMENT
Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
			Capital expenditure
1,123	1,090	1,034	Integrated Gas	4,095	3,491
2,205	1,998	2,547	Upstream	7,738	8,249
798	488	1,383	Marketing1	2,357	5,741
1,121	748	983	Chemicals and Products1	2,943	2,928
1,214	327	932	Renewables and Energy Solutions	2,338	2,314
25	39	81	Corporate	129	270
6,486	4,690	6,960	Total capital expenditure	19,601	22,993
			Add: Investments in joint ventures and associates
214	147	162	Integrated Gas	671	705
(117)	(37)	(111)	Upstream	150	94
13	37	2	Marketing	88	49
271	13	2	Chemicals and Products	347	84
36	59	56	Renewables and Energy Solutions	138	261
4	3	(2)	Corporate	9	9
421	222	109	Total investments in joint ventures and associates	1,404	1,202
			Add: Investments in equity securities
—	—	—	Integrated Gas	—	—
(11)	12	—	Upstream	1	—
—	—	—	Marketing	—	—
—	—	—	Chemicals and Products	—	2
28	23	38	Renewables and Energy Solutions	73	106
—	3	6	Corporate	6	89
17	38	44	Total investments in equity securities	80	197
			Cash capital expenditure
1,337	1,236	1,196	Integrated Gas	4,766	4,196
2,076	1,974	2,436	Upstream	7,890	8,343
811	525	1,385	Marketing1	2,445	5,790
1,392	761	986	Chemicals and Products1	3,290	3,013
1,277	409	1,026	Renewables and Energy Solutions	2,549	2,681
30	45	85	Corporate	144	368
6,924	4,950	7,113	Total Cash capital expenditure	21,084	24,392

1.From January 1, 2024, onwards Wholesale commercial fuels has been reallocated from the Chemicals and Products segment to the Marketing segment. Comparatives for the fourth quarter 2023 and the full year 2023 have been reclassified accordingly by $46 million and $178 million respectively for capital expenditure and cash capital expenditure to conform with current period presentation.

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4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

3. Reconciliation of income for the period to CCS Earnings, Operating expenses and Total Debt



RECONCILIATION OF INCOME FOR THE PERIOD TO CCS EARNINGS
Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
928	4,291	474	Income/(loss) attributable to Shell plc shareholders	16,093	19,359
113	100	62	Income/(loss) attributable to non-controlling interest	427	277
1,041	4,391	536	Income/(loss) for the period	16,521	19,636
			Current cost of supplies adjustment:
(84)	668	1,089	Purchases	389	815
23	(162)	(263)	Taxation	(91)	(203)
9	(2)	19	Share of profit/(loss) of joint ventures and associates	(26)	33
(52)	503	846	Current cost of supplies adjustment	272	645
			Of which:
(45)	477	811	Attributable to Shell plc shareholders	257	650
(7)	26	34	Attributable to non-controlling interest	14	(5)
989	4,894	1,381	CCS earnings	16,792	20,281
			Of which:
883	4,768	1,285	CCS earnings attributable to Shell plc shareholders	16,351	20,008
106	126	97	CCS earnings attributable to non-controlling interest	442	273



RECONCILIATION OF OPERATING EXPENSES
Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
5,839	6,138	6,807	Production and manufacturing expenses	23,379	25,240
3,231	3,139	3,621	Selling, distribution and administrative expenses	12,439	13,433
331	294	469	Research and development	1,099	1,287
9,401	9,570	10,897	Operating expenses	36,918	39,960

RECONCILIATION OF TOTAL DEBT

Quarters

$ million

Full year

Q4 2024

Q3 2024

Q4 2023

2024

2023

December 31, 2024

September 30, 2024

December 31, 2023

December 31, 2024

December 31, 2023

11,630

12,015

9,931

Current debt

11,630

9,931

65,448

64,597

71,610

Non-current debt

65,448

71,610

77,078

76,613

81,541

Total debt

77,078

81,541

4. Earnings per share



EARNINGS PER SHARE
Quarters				Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
928	4,291	474	Income/(loss) attributable to Shell plc shareholders ($ million)	16,093	19,359

			Weighted average number of shares used as the basis for determining:
6,148.4	6,256.5	6,558.3	Basic earnings per share (million)	6,299.6	6,733.5
6,213.9	6,320.9	6,631.1	Diluted earnings per share (million)	6,363.7	6,799.8

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4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

5. Share capital

ISSUED AND FULLY PAID ORDINARY SHARES OF €0.07 EACH

Number of shares

Nominal value
($ million)

At January 1, 2024

6,524,109,049

544

Repurchases of shares

(409,077,891)

(34)

At December 31, 2024

6,115,031,158

510

At January 1, 2023

7,003,503,393

584

Repurchases of shares

(479,394,344)

(40)

At December 31, 2023

6,524,109,049

544

At Shell plc’s Annual General Meeting on May 21, 2024, the Board was authorised to allot ordinary shares in Shell plc, and to grant rights to subscribe for, or to convert, any security into ordinary shares in Shell plc, up to an aggregate nominal amount of approximately €150 million (representing approximately 2,147 million ordinary shares of €0.07 each), and to list such shares or rights on any stock exchange. This authority expires at the earlier of the close of business on August 20, 2025, or the end of the Annual General Meeting to be held in 2025, unless previously renewed, revoked or varied by Shell plc in a general meeting.

6. Other reserves



OTHER RESERVES
$ million	Merger reserve	Share premium reserve	Capital redemption reserve	Share plan reserve	Accumulated other comprehensive income	Total
At January 1, 2024	37,298	154	236	1,308	(17,851)	21,145
Other comprehensive income/(loss) attributable to Shell plc shareholders	—	—	—	—	(1,715)	(1,715)
Transfer from other comprehensive income	—	—	—	—	193	193
Repurchases of shares	—	—	34	—	—	34
Share-based compensation	—	—	—	109	—	109
At December 31, 2024	37,298	154	270	1,416	(19,373)	19,766
At January 1, 2023	37,298	154	196	1,140	(17,656)	21,132
Other comprehensive income/(loss) attributable to Shell plc shareholders	—	—	—	—	(83)	(83)
Transfer from other comprehensive income	—	—	—	—	(112)	(112)
Repurchases of shares	—	—	40	—	—	40
Share-based compensation	—	—	—	168	—	168
At December 31, 2023	37,298	154	236	1,308	(17,851)	21,145

The merger reserve and share premium reserve were established as a consequence of Shell plc (formerly Royal Dutch Shell plc) becoming the single parent company of Royal Dutch Petroleum Company and The “Shell” Transport and Trading Company, p.l.c., now The Shell Transport and Trading Company Limited, in 2005. The merger reserve increased in 2016 following the issuance of shares for the acquisition of BG Group plc. The capital redemption reserve was established in connection with repurchases of shares of Shell plc. The share plan reserve is in respect of equity-settled share-based compensation plans.

7. Derivative financial instruments and debt excluding lease liabilities

As disclosed in the Consolidated Financial Statements for the year ended December 31, 2023, presented in the Annual Report and Accounts and Form 20-F for that year, Shell is exposed to the risks of changes in fair value of its financial assets and liabilities. The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values at December 31, 2024, are consistent with those used in the year ended December 31, 2023, though the carrying amounts of derivative financial instruments have changed since that

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4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

date. The movement of the derivative financial instruments between December 31, 2023 and December 31, 2024 is a decrease of $5,425 million for the current assets and a decrease of $2,138 million for the current liabilities.

The table below provides the comparison of the fair value with the carrying amount of debt excluding lease liabilities, disclosed in accordance with IFRS 7 Financial Instruments: Disclosures.



DEBT EXCLUDING LEASE LIABILITIES
$ million	December 31, 2024	December 31, 2023
Carrying amount1	48,376	53,832
Fair value2	44,119	50,866

1. Shell issued no debt under the US shelf or under the Euro medium-term note programmes during the year 2024.

2. Mainly determined from the prices quoted for these securities.

8. Other notes to the unaudited Condensed Consolidated Financial Statements

Consolidated Statement of Income

Interest and other income



Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
683	440	631	Interest and other income/(expenses)	1,724	2,838
			Of which:
548	619	595	Interest income	2,372	2,313
25	4	14	Dividend income (from investments in equity securities)	83	49
(288)	(154)	222	Net gains/(losses) on sales and revaluation of non-current assets and businesses	(288)	257
267	(189)	(398)	Net foreign exchange gains/(losses) on financing activities	(1,025)	(458)
131	159	199	Other	582	677

Depreciation, depletion and amortisation



Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
7,520	5,916	11,221	Depreciation, depletion and amortisation	26,872	31,290
			Of which:
5,829	5,578	5,986	Depreciation	22,703	23,106
1,797	340	5,508	Impairments	4,502	8,947
(106)	(2)	(273)	Impairment reversals	(333)	(762)

Impairments recognised in the fourth quarter 2024 of $2,659 million pre-tax ($2,245 million post-tax), of which $1,797 million recognised in depreciation, depletion and amortisation and $863 million recognised in share of profit of joint ventures and associates, mainly relate to Renewables and Energy Solutions ($1,068 million pre-tax; $1,000 million post-tax), Integrated Gas ($532 million pre-tax; $345 million post-tax), Marketing ($495 million pre-tax; $459 million post-tax), Chemicals and Products ($315 million pre-tax; $247 million post-tax) and Upstream ($248 million pre-tax; $194 million post-tax). The impairment in Renewables and Energy Solutions was principally triggered by a portfolio choice regarding renewable generation assets in North America. The impairments in other segments relate to various smaller impairments.

Impairments recognised in the third quarter 2024 of $340 million pre-tax ($290 million post-tax) mainly relate to various

assets in Marketing and Chemicals and Products.

Impairments recognised in the fourth quarter 2023 of $5,508 million pre-tax ($4,044 million post-tax) relate to various

assets in Chemicals and Products ($2,490 million), Upstream ($1,161 million), Integrated Gas ($873 million), Renewables

and Energy Solutions ($614 million) and Marketing ($370 million).

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4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

Taxation charge/credit

Quarters

$ million

Full year

Q4 2024

Q3 2024

Q4 2023

2024

2023

3,164

2,879

1,099

Taxation charge/(credit)

13,401

12,991

Of which:

3,125

2,834

1,099

Income tax excluding Pillar Two income tax

13,150

12,991

39

45

—

Income tax related to Pillar Two income tax

251

—

On June 20, 2023, the UK substantively enacted Pillar Two Model Rules, effective as from January 1, 2024.

As required by IAS 12 Income Taxes, Shell has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

Consolidated Statement of Comprehensive Income

Currency translation differences

Quarters

$ million

Full year

Q4 2024

Q3 2024

Q4 2023

2024

2023

(4,899)

2,947

2,571

Currency translation differences

(3,248)

1,397

Of which:

(5,028)

2,912

2,578

Recognised in Other comprehensive income

(4,504)

1,396

129

35

(7)

(Gain)/loss reclassified to profit or loss

1,256

1

Condensed Consolidated Balance Sheet

Retirement benefits



$ million
	December 31, 2024	December 31, 2023
Non-current assets
Retirement benefits	10,003	9,151
Non-current liabilities
Retirement benefits	6,752	7,549
Surplus/(deficit)	3,251	1,602

Amounts recognised in the Balance Sheet in relation to defined benefit plans include both plan assets and obligations that are presented on a net basis on a plan-by-plan basis. The change in the net retirement benefit asset as at December 31, 2024, is mainly driven by an increase of the market yield on high-quality corporate bonds in the USA, the UK and Eurozone since December 31, 2023, partly offset by losses on plan assets.

Assets classified as held for sale



$ million
	December 31, 2024	December 31, 2023
Assets classified as held for sale	9,857	951
Liabilities directly associated with assets classified as held for sale	6,203	307

Assets classified as held for sale and associated liabilities at December 31, 2024 principally relate to Shell’s UK offshore oil and gas assets in Upstream, mining interests in Canada in Chemicals and Products and an energy and chemicals park in Chemicals and Products in Singapore. Upon completion of the sale, Shell’s UK offshore assets will be derecognised in exchange for a 50% interest in a newly formed joint venture.

The major classes of assets and liabilities classified as held for sale at December 31, 2024, are Property, plant and equipment ($8,283 million; December 31, 2023: $250 million), Inventories ($1,180 million; December 31, 2023:

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4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

$463 million), Decommissioning and other provisions ($3,053 million; December 31, 2023: $75 million), deferred tax liabilities ($2,042 million; December 31, 2023: nil) and Debt ($624 million; December 31, 2023: $84 million).

Consolidated Statement of Cash Flows

Cash flow from operating activities – Other

Quarters

$ million

Full year

Q4 2024

Q3 2024

Q4 2023

2024

2023

(856)

(144)

(1,021)

Other

1,536

(550)

‘Cash flow from operating activities – Other’ for the fourth quarter 2024 includes $1,447 million of net outflows (third quarter 2024: $432 million net inflows; fourth quarter 2023: $875 million net outflows) due to the timing of payments relating to emission certificates and biofuel programmes in Europe and North America and $672 million in relation to reversal of currency exchange losses on Cash and cash equivalents (third quarter 2024: $539 million gains; fourth quarter 2023: $398 million gains).

Cash flow from investing activities – Other investing cash inflows

Quarters

$ million

Full year

Q4 2024

Q3 2024

Q4 2023

2024

2023

1,762

1,074

960

Other investing cash inflows

4,576

4,269

‘Cash flow from investing activities – Other investing cash inflows’ for the fourth quarter 2024 mainly relates to the sale of pension-related debt securities and repayments of short-term loans.

9. Post-balance sheet events

On January 23, 2025, Shell announced changes to the Executive Committee. In line with the company’s ongoing transformation, Shell will continue to evolve its structure to enable Shell’s strategy to deliver more value with less emissions. As a result, Trading and Supply will move up to the Executive Committee and out of the Downstream, Renewables and Energy Solutions directorate with effect from April 1, 2025. These changes will not affect Shell’s financial reporting segments.

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ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

A.Adjusted Earnings, Adjusted earnings before interest, taxes, depreciation and amortisation (“Adjusted EBITDA”) and Cash flow from operating activities

The “Adjusted Earnings” measure aims to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. These items are in some cases driven by external factors and may, either individually or collectively, hinder the comparative understanding of Shell’s financial results from period to period. This measure excludes earnings attributable to non-controlling interest.

We define “Adjusted EBITDA” as “Income/(loss) for the period” adjusted for current cost of supplies; identified items; tax charge/(credit); depreciation, amortisation and depletion; exploration well write-offs and net interest expense. All items include the non-controlling interest component. Management uses this measure to evaluate Shell’s performance in the period and over time.



Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
928	4,291	474	Income/(loss) attributable to Shell plc shareholders	16,093	19,359
113	100	62	Income/(loss) attributable to non-controlling interest	427	277
(45)	477	811	Add: Current cost of supplies adjustment attributable to Shell plc shareholders	257	650
(7)	26	34	Add: Current cost of supplies adjustment attributable to non-controlling interest	14	(5)
989	4,894	1,381	CCS earnings	16,792	20,281



Q4 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	989	1,744	1,031	103	(328)	(1,226)	(335)
Less: Identified items	(2,778)	(421)	(651)	(736)	(99)	(914)	45
Less: CCS earnings attributable to non-controlling interest	106
Add: Identified items attributable to non-controlling interest	—
Adjusted Earnings	3,661
Add: Non-controlling interest	106
Adjusted Earnings plus non-controlling interest	3,766	2,165	1,682	839	(229)	(311)	(380)
Add: Taxation charge/(credit) excluding tax impact of identified items	3,371	635	2,618	266	(198)	97	(46)
Add: Depreciation, depletion and amortisation excluding impairments	5,829	1,440	2,803	587	896	96	8
Add: Exploration well write-offs	649	277	372
Add: Interest expense excluding identified items	1,213	54	201	17	16	2	923
Less: Interest income	548	3	—	—	10	7	529
Adjusted EBITDA	14,281	4,568	7,676	1,709	475	(123)	(24)
Less: Current cost of supplies adjustment before taxation	(75)			(2)	(73)
Joint ventures and associates (dividends received less profit)	451	110	(22)	172	139	51	—
Derivative financial instruments	319	120	(28)	(8)	230	533	(527)
Taxation paid	(2,910)	(635)	(2,019)	(130)	36	(41)	(120)
Other	(1,461)	114	(486)	(1,227)	(313)	77	375
(Increase)/decrease in working capital	2,407	114	(611)	845	1,394	353	312
Cash flow from operating activities	13,162	4,391	4,509	1,363	2,032	850	16

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Q3 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	4,894	2,631	2,289	760	341	(481)	(647)
Less: Identified items	(1,259)	(240)	(153)	(422)	(122)	(319)	(3)
Less: CCS earnings attributable to non-controlling interest	126
Add: Identified items attributable to non-controlling interest	—
Adjusted Earnings	6,028
Add: Non-controlling interest	126
Adjusted Earnings plus non-controlling interest	6,153	2,871	2,443	1,182	463	(162)	(643)
Add: Taxation charge/(credit) excluding tax impact of identified items	3,571	949	2,413	322	(73)	(1)	(39)
Add: Depreciation, depletion and amortisation excluding impairments	5,578	1,369	2,691	564	862	86	6
Add: Exploration well write-offs	150	2	148	—	—	—	—
Add: Interest expense excluding identified items	1,173	49	183	13	14	2	912
Less: Interest income	619	5	8	—	25	—	581
Adjusted EBITDA	16,005	5,234	7,871	2,081	1,240	(75)	(346)
Less: Current cost of supplies adjustment before taxation	665			334	331
Joint ventures and associates (dividends received less profit)	(62)	(146)	(90)	51	63	61	—
Derivative financial instruments	133	(373)	47	98	88	(106)	380
Taxation paid	(3,028)	(814)	(2,074)	(241)	23	(33)	112
Other	(365)	(32)	(406)	275	107	(75)	(234)
(Increase)/decrease in working capital	2,665	(247)	(78)	792	2,131	(136)	204
Cash flow from operating activities	14,684	3,623	5,268	2,722	3,321	(364)	115



Q4 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	1,381	1,733	2,151	226	(1,828)	(272)	(629)
Less: Identified items	(6,033)	(2,235)	(909)	(567)	(1,857)	(445)	(19)
Less: CCS earnings attributable to non-controlling interest	97
Add: Identified items attributable to non-controlling interest	(11)
Adjusted Earnings	7,306
Add: Non-controlling interest	108
Adjusted Earnings plus non-controlling interest	7,414	3,968	3,060	794	29	173	(609)
Add: Taxation charge/(credit) excluding tax impact of identified items	2,121	1,065	1,560	128	(271)	(4)	(358)
Add: Depreciation, depletion and amortisation excluding impairments	5,986	1,457	2,951	569	915	89	6
Add: Exploration well write-offs	243	63	180	—	—	—	—
Add: Interest expense excluding identified items	1,165	36	135	10	21	1	961
Less: Interest income	595	4	14	1	24	7	544
Adjusted EBITDA	16,335	6,584	7,872	1,500	670	253	(544)
Less: Current cost of supplies adjustment before taxation	1,109			572	537
Joint ventures and associates (dividends received less profit)	246	208	(250)	32	225	29	1
Derivative financial instruments	(1,030)	(1,596)	52	4	293	(268)	487
Taxation paid	(3,604)	(731)	(2,015)	(282)	(270)	(413)	108
Other	(947)	(229)	388	(508)	(422)	146	(322)
(Increase)/decrease in working capital	2,683	(639)	(260)	1,593	1,191	(1,012)	1,810
Cash flow from operating activities	12,575	3,597	5,787	1,767	1,150	(1,265)	1,540

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4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS



Full year 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	16,792	9,590	7,772	1,894	1,757	(1,229)	(2,992)
Less: Identified items	(7,347)	(1,800)	(623)	(1,991)	(1,177)	(732)	(1,024)
Less: CCS earnings attributable to non-controlling interest	442
Add: Identified items attributable to non-controlling interest	18
Adjusted Earnings	23,716
Add: Non-controlling interest	424
Adjusted Earnings plus non-controlling interest	24,139	11,390	8,395	3,885	2,934	(497)	(1,968)
Add: Taxation charge/(credit) excluding tax impact of identified items	15,013	3,520	9,865	1,305	364	87	(128)
Add: Depreciation, depletion and amortisation excluding impairments	22,703	5,594	10,971	2,235	3,495	383	25
Add: Exploration well write-offs	1,622	291	1,331
Add: Interest expense excluding identified items	4,697	189	720	52	70	6	3,660
Less: Interest income	2,372	8	18	1	79	2	2,265
Adjusted EBITDA	65,803	20,978	31,264	7,476	6,783	(22)	(675)
Less: Current cost of supplies adjustment before taxation	363			254	109
Joint ventures and associates (dividends received less profit)	(328)	(137)	(946)	262	304	190	—
Derivative financial instruments	1,472	(1,466)	24	59	219	3,012	(376)
Taxation paid	(12,002)	(2,955)	(7,851)	(562)	(146)	(457)	(31)
Other	(1,961)	23	(1,464)	(616)	(321)	152	264
(Increase)/decrease in working capital	2,062	467	216	998	524	923	(1,065)
Cash flow from operating activities	54,684	16,909	21,244	7,363	7,253	3,798	(1,882)



Full year 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
CCS earnings	20,281	7,058	8,539	3,058	1,482	3,089	(2,944)
Less: Identified items	(8,252)	(6,861)	(1,267)	(254)	(2,135)	2,333	(69)
Less: CCS earnings attributable to non-controlling interest	273
Add: Identified items attributable to non-controlling interest	(11)
Adjusted Earnings	28,250
Add: Non-controlling interest	284
Adjusted Earnings plus non-controlling interest	28,534	13,919	9,806	3,312	3,617	756	(2,875)
Add: Taxation charge/(credit) excluding tax impact of identified items	13,674	3,837	8,280	936	287	341	(8)
Add: Depreciation, depletion and amortisation excluding impairments	23,106	5,756	11,309	2,048	3,582	392	19
Add: Exploration well write-offs	867	121	746	—	—	—	—
Add: Interest expense excluding identified items	4,669	146	507	50	60	4	3,902
Less: Interest income	2,313	6	27	9	57	12	2,201
Adjusted EBITDA	68,538	23,773	30,622	6,337	7,489	1,481	(1,164)
Less: Current cost of supplies adjustment before taxation	848			478	370
Joint ventures and associates (dividends received less profit)	79	241	(692)	117	310	102	3
Derivative financial instruments	(6,142)	(4,668)	51	(14)	518	(1,988)	(41)
Taxation paid	(13,712)	(3,574)	(8,470)	(760)	(467)	(762)	322
Other	(865)	(313)	(142)	(486)	(138)	450	(237)
(Increase)/decrease in working capital	7,145	2,061	82	845	172	3,701	284
Cash flow from operating activities	54,191	17,520	21,450	5,561	7,513	2,984	(832)

Identified Items

Identified items comprise: divestment gains and losses, impairments, redundancy and restructuring, provisions for onerous contracts, fair value accounting of commodity derivatives and certain gas contracts and the impact of exchange rate movements and inflationary adjustments on certain deferred tax balances, and other items. Identified items in the tables below are presented on a net basis.

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Q4 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	(288)	(99)	(66)	(216)	42	51	—
Impairment reversals/(impairments)	(2,554)	(523)	(183)	(493)	(288)	(1,065)	(1)
Redundancy and restructuring	(175)	(27)	(62)	(70)	(5)	(11)	(1)
Provisions for onerous contracts	—	—	—	—	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	209	136	(14)	58	(38)	67	—
Other	(200)	—	(165)	(33)	(2)	—	—
Total identified items included in Income/(loss) before taxation	(3,008)	(514)	(491)	(753)	(291)	(958)	(2)
Less: total identified items included in Taxation charge/(credit)	(230)	(92)	160	(17)	(191)	(43)	(47)
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	(321)	(96)	(51)	(247)	33	40	—
Impairment reversals/(impairments)	(2,170)	(339)	(152)	(458)	(224)	(996)	(1)
Redundancy and restructuring	(115)	(16)	(34)	(52)	(3)	(8)	(1)
Provisions for onerous contracts	—	—	—	—	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	184	109	(4)	46	(17)	50	—
Impact of exchange rate movements and inflationary adjustments on tax balances	(210)	(57)	(199)	—	—	—	46
Other	(147)	(22)	(212)	(25)	113	—	—
Impact on CCS earnings	(2,778)	(421)	(651)	(736)	(99)	(914)	45
Impact on CCS earnings attributable to non-controlling interest	—	—	—	—	—	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(2,778)	(421)	(651)	(736)	(99)	(914)	45

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Q3 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	(154)	1	(2)	(110)	(19)	(20)	(3)
Impairment reversals/(impairments)	(338)	(6)	(3)	(195)	(120)	(14)	—
Redundancy and restructuring	(552)	(69)	(189)	(136)	(141)	(26)	10
Provisions for onerous contracts	(7)	—	—	(7)	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(602)	(252)	(13)	(78)	126	(385)	—
Other1	(136)	—	(141)	(1)	(11)	16	—
Total identified items included in Income/(loss) before taxation	(1,789)	(327)	(348)	(526)	(165)	(430)	7
Less: total identified items included in Taxation charge/(credit)	(530)	(87)	(195)	(104)	(43)	(111)	10
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	(129)	1	(6)	(84)	(15)	(23)	(2)
Impairment reversals/(impairments)	(288)	(4)	(2)	(179)	(92)	(10)	—
Redundancy and restructuring	(397)	(48)	(138)	(98)	(101)	(19)	7
Provisions for onerous contracts	(5)	—	—	(5)	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(456)	(213)	(3)	(56)	95	(279)	—
Impact of exchange rate movements and inflationary adjustments on tax balances	120	24	104	—	—	—	(8)
Other	(105)	—	(108)	—	(8)	12	—
Impact on CCS earnings	(1,259)	(240)	(153)	(422)	(122)	(319)	(3)
Impact on CCS earnings attributable to non-controlling interest	—	—	—	—	—	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(1,259)	(240)	(153)	(422)	(122)	(319)	(3)

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Q4 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	222	(21)	134	(30)	(33)	168	5
Impairment reversals/(impairments)	(5,348)	(873)	(988)	(460)	(2,391)	(636)	—
Redundancy and restructuring	(275)	(1)	(11)	(128)	(102)	(31)	(2)
Provisions for onerous contracts	—	—	—	—	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(1,357)	(1,708)	60	(47)	199	138	—
Other	(33)	57	(170)	2	77	—	—
Total identified items included in Income/(loss) before taxation	(6,792)	(2,545)	(974)	(664)	(2,250)	(361)	2
Less: total identified items included in Taxation charge/(credit)	(759)	(309)	(65)	(96)	(394)	84	22
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	227	(13)	128	(23)	(26)	158	3
Impairment reversals/(impairments)	(3,935)	(547)	(454)	(415)	(1,968)	(551)	—
Redundancy and restructuring	(206)	—	(6)	(96)	(78)	(24)	(1)
Provisions for onerous contracts	—	—	—	—	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(1,336)	(1,587)	21	(34)	138	125	—
Impact of exchange rate movements and inflationary adjustments on tax balances	(363)	31	(373)	—	—	—	(21)
Other	(419)	(119)	(225)	2	77	(154)	—
Impact on CCS earnings	(6,033)	(2,235)	(909)	(567)	(1,857)	(445)	(19)
Impact on CCS earnings attributable to non-controlling interest	(11)	—	—	(11)	—	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(6,022)	(2,235)	(909)	(556)	(1,857)	(445)	(19)

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Full year 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	(288)	(100)	89	(400)	6	119	(3)
Impairment reversals/(impairments)	(5,051)	(555)	(362)	(1,747)	(1,205)	(1,181)	(1)
Redundancy and restructuring	(1,012)	(106)	(320)	(296)	(195)	(97)	2
Provisions for onerous contracts	(24)	(3)	(14)	(7)	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(1,012)	(1,286)	(58)	49	(117)	399	—
Other1	(1,481)	(126)	(436)	(1)	146	39	(1,103)
Total identified items included in Income/(loss) before taxation	(8,867)	(2,176)	(1,100)	(2,402)	(1,364)	(720)	(1,105)
Less: total identified items included in Taxation charge/(credit)	(1,521)	(376)	(477)	(411)	(187)	12	(81)
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	(319)	(96)	67	(386)	4	94	(2)
Impairment reversals/(impairments)	(4,371)	(363)	(323)	(1,423)	(1,176)	(1,085)	(1)
Redundancy and restructuring	(712)	(71)	(214)	(215)	(142)	(71)	1
Provisions for onerous contracts	(19)	(3)	(11)	(5)	—	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(849)	(1,088)	(14)	40	(86)	300	—
Impact of exchange rate movements and inflationary adjustments on tax balances	363	(49)	313	—	—	—	99
Other1	(1,440)	(130)	(440)	(1)	223	30	(1,122)
Impact on CCS earnings	(7,347)	(1,800)	(623)	(1,991)	(1,177)	(732)	(1,024)
Impact on CCS earnings attributable to non-controlling interest	18	—	—	—	18	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(7,365)	(1,800)	(623)	(1,991)	(1,195)	(732)	(1,024)

1.Corporate includes reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income.

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Full year 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Identified items included in Income/(loss) before taxation
Divestment gains/(losses)	257	(22)	209	1	(46)	109	5
Impairment reversals/(impairments)	(8,300)	(3,147)	(1,187)	(509)	(2,690)	(767)	—
Redundancy and restructuring	(329)	(1)	(21)	(150)	(106)	(32)	(18)
Provisions for onerous contracts	(24)	—	—	—	(24)	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(419)	(4,755)	447	20	276	3,593	—
Other	82	32	(615)	300	(43)	408	—
Total identified items included in Income/(loss) before taxation	(8,732)	(7,892)	(1,166)	(339)	(2,632)	3,311	(14)
Less: total identified items included in Taxation charge/(credit)	(481)	(1,031)	100	(85)	(497)	978	55
Identified items included in Income/(loss) for the period
Divestment gains/(losses)	277	(14)	208	1	(35)	113	3
Impairment reversals/(impairments)	(6,219)	(2,247)	(642)	(466)	(2,195)	(669)	—
Redundancy and restructuring	(241)	—	(9)	(113)	(82)	(24)	(12)
Provisions for onerous contracts	(18)	—	—	—	(18)	—	—
Fair value accounting of commodity derivatives and certain gas contracts	(1,284)	(4,407)	127	26	214	2,756	—
Impact of exchange rate movements and inflationary adjustments on tax balances	(355)	—	(295)	—	—	—	(60)
Other	(412)	(193)	(656)	298	(19)	158	—
Impact on CCS earnings	(8,252)	(6,861)	(1,267)	(254)	(2,135)	2,333	(69)
Impact on CCS earnings attributable to non-controlling interest	(11)	—	—	(11)	—	—	—
Impact on CCS earnings attributable to Shell plc shareholders	(8,240)	(6,861)	(1,267)	(242)	(2,135)	2,333	(69)

The identified items categories above may include after-tax impacts of identified items of joint ventures and associates which are fully reported within “Share of profit/(loss) of joint ventures and associates” in the Consolidated Statement of Income, and fully reported as identified items included in Income/(loss) before taxation in the table above. Identified items related to subsidiaries are consolidated and reported across appropriate lines of the Consolidated Statement of Income. Only pre-tax identified items reported by subsidiaries are taken into account in the calculation of underlying operating expenses (Reference F).

Provisions for onerous contracts: Provisions for onerous contracts that relate to businesses that Shell has exited or to redundant assets or assets that cannot be used.

Fair value accounting of commodity derivatives and certain gas contracts: In the ordinary course of business, Shell enters into contracts to supply or purchase oil and gas products, as well as power and environmental products. Shell also enters into contracts for tolling, pipeline and storage capacity. Derivative contracts are entered into for mitigation of resulting economic exposures (generally price exposure) and these derivative contracts are carried at period-end market price (fair value), with movements in fair value recognised in income for the period. Supply and purchase contracts entered into for operational purposes, as well as contracts for tolling, pipeline and storage capacity, are, by contrast, recognised when the transaction occurs; furthermore, inventory is carried at historical cost or net realisable value, whichever is lower. As a consequence, accounting mismatches occur because: (a) the supply or purchase transaction is recognised in a different period, or (b) the inventory is measured on a different basis. In addition, certain contracts are, due to pricing or delivery conditions, deemed to contain embedded derivatives or written options and are also required to be carried at fair value even though they are entered into for operational purposes. The accounting impacts are reported as identified items.

Impact of exchange rate movements and inflationary adjustments on tax balances represents the impact on tax balances of exchange rate movements and inflationary adjustments arising on (a) the conversion to dollars of the local currency tax base of non-monetary assets and liabilities, as well as losses (this primarily impacts the Upstream and Integrated Gas segments) and (b) the conversion of dollar-denominated inter-segment loans to local currency, leading to taxable exchange rate gains or losses (this primarily impacts the Corporate segment).

Other identified items represent other credits or charges that based on Shell management’s assessment hinder the comparative understanding of Shell’s financial results from period to period.

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B. Adjusted Earnings per share

Adjusted Earnings per share is calculated as Adjusted Earnings (see Reference A), divided by the weighted average number of shares used as the basis for basic earnings per share (see Note 4).

C. Cash capital expenditure

Cash capital expenditure represents cash spent on maintaining and developing assets as well as on investments in the period. Management regularly monitors this measure as a key lever to delivering sustainable cash flows. Cash capital expenditure is the sum of the following lines from the Consolidated Statement of Cash Flows: Capital expenditure, Investments in joint ventures and associates and Investments in equity securities.

See Note 2 “Segment information” for the reconciliation of cash capital expenditure.

D. Capital employed and Return on average capital employed

Return on average capital employed (“ROACE”) measures the efficiency of Shell’s utilisation of the capital that it employs. Effective first quarter 2024, the definition of capital employed has been amended to reflect the deduction of cash and cash equivalents. In addition, the numerator applied to ROACE on an Adjusted Earnings plus non-controlling interest basis has been amended to remove interest on cash and cash equivalents for consistency with the revised capital employed definition. Comparative information has been revised to reflect the updated definition. Also, the presentation of ROACE on a net income basis has been discontinued, as this measure is not routinely used by management in assessing the efficiency of capital employed.

The measure refers to Capital employed which consists of total equity, current debt, and non-current debt reduced by cash and cash equivalents.

Management believes that the updated methodology better reflects Shell’s approach to managing capital employed, including the management of cash and cash equivalents alongside total debt and equity as part of the financial framework.

In this calculation, the sum of Adjusted Earnings (see Reference A) plus non-controlling interest (NCI) excluding identified items for the current and previous three quarters, adjusted for after-tax interest expense and after-tax interest income, is expressed as a percentage of the average capital employed excluding cash and cash equivalents for the same period.



$ million	Quarters
	Q4 2024	Q3 2024	Q4 2023
Current debt	9,931	10,119	9,001
Non-current debt	71,610	72,028	74,794
Total equity	188,362	192,943	192,597
Less: Cash and cash equivalents	(38,774)	(43,031)	(40,246)
Capital employed – opening	231,128	232,059	236,146
Current debt	11,630	12,015	9,931
Non-current debt	65,448	64,597	71,610
Total equity	180,165	189,538	188,362
Less: Cash and cash equivalents	(39,110)	(42,252)	(38,774)
Capital employed – closing	218,132	223,898	231,128
Capital employed – average	224,630	227,979	233,637

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$ million	Quarters
	Q4 2024	Q3 2024	Q4 2023
Adjusted Earnings – current and previous three quarters (Reference A)	23,716	27,361	28,250
Add: Income/(loss) attributable to NCI – current and previous three quarters	427	376	277
Add: Current cost of supplies adjustment attributable to NCI – current and previous three quarters	14	56	(5)
Less: Identified items attributable to NCI (Reference A) – current and previous three quarters	18	7	(11)
Adjusted Earnings plus NCI excluding identified items – current and previous three quarters	24,139	27,787	28,534
Add: Interest expense after tax – current and previous three quarters	2,701	2,698	2,728
Less: Interest income after tax on cash and cash equivalents – current and previous three quarters	1,389	1,392	1,287
Adjusted Earnings plus NCI excluding identified items before interest expense and interest income – current and previous three quarters	25,452	29,093	29,975
Capital employed – average	224,630	227,979	233,637
ROACE on an Adjusted Earnings plus NCI basis	11.3%	12.8%	12.8%

E. Net debt and gearing

Net debt is defined as the sum of current and non-current debt, less cash and cash equivalents, adjusted for the fair value of derivative financial instruments used to hedge foreign exchange and interest rate risk relating to debt, and associated collateral balances. Management considers this adjustment useful because it reduces the volatility of net debt caused by fluctuations in foreign exchange and interest rates, and eliminates the potential impact of related collateral payments or receipts. Debt-related derivative financial instruments are a subset of the derivative financial instrument assets and liabilities presented on the balance sheet. Collateral balances are reported under “Trade and other receivables” or “Trade and other payables” as appropriate.

Gearing is a measure of Shell’s capital structure and is defined as net debt (total debt less cash and cash equivalents) as a percentage of total capital (net debt plus total equity).



$ million
	December 31, 2024		September 30, 2024		December 31, 2023
Current debt	11,630		12,015		9,931
Non-current debt	65,448		64,597		71,610
Total debt	77,078		76,613		81,541
Of which lease liabilities	28,702		25,590		27,709
Add: Debt-related derivative financial instruments: net liability/(asset)	2,469		1,694		1,835
Add: Collateral on debt-related derivatives: net liability/(asset)	(1,628)		(821)		(1,060)
Less: Cash and cash equivalents	(39,110)		(42,252)		(38,774)
Net debt	38,809		35,234		43,542
Total equity	180,165		189,538		188,362
Total capital	218,974		224,772		231,902
Gearing	17.7	%	15.7	%	18.8	%

F. Operating expenses and Underlying operating expenses

Operating expenses

Operating expenses is a measure of Shell’s cost management performance, comprising the following items from the Consolidated Statement of Income: production and manufacturing expenses; selling, distribution and administrative expenses; and research and development expenses.

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Q4 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	5,839	982	2,470	270	1,632	480	5
Selling, distribution and administrative expenses	3,231	39	96	2,258	471	241	126
Research and development	331	40	69	73	46	37	66
Operating expenses	9,401	1,061	2,635	2,602	2,149	757	196



Q3 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	6,138	1,164	2,394	367	1,766	453	(6)
Selling, distribution and administrative expenses	3,139	(1)	(39)	2,408	453	209	110
Research and development	294	27	75	55	34	22	81
Operating expenses	9,570	1,190	2,430	2,830	2,253	684	185



Q4 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	6,807	1,187	2,595	433	1,815	732	44
Selling, distribution and administrative expenses1	3,621	39	109	2,520	530	271	153
Research and development1	469	42	102	67	52	93	112
Operating expenses	10,897	1,268	2,806	3,021	2,397	1,096	309



Full year 2024	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	23,379	4,153	9,351	1,322	6,605	1,934	14
Selling, distribution and administrative expenses	12,439	164	176	9,149	1,637	887	426
Research and development	1,099	125	263	209	151	94	257
Operating expenses	36,918	4,441	9,791	10,681	8,392	2,915	698



Full year 2023	$ million
	Total	Integrated Gas	Upstream	Marketing	Chemicals and Products	Renewables and Energy Solutions	Corporate
Production and manufacturing expenses	25,240	4,529	9,186	1,463	7,394	2,610	58
Selling, distribution and administrative expenses1	13,433	154	325	9,426	2,023	1,058	446
Research and development1	1,287	126	318	252	181	96	314
Operating expenses	39,960	4,808	9,829	11,141	9,598	3,763	818

1.From the first quarter 2024, Wholesale commercial fuels forms part of Mobility with inclusion in the Marketing segment (previously Chemicals and Products segment). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact between Marketing and Chemicals and Products segments (see Note 2). Also, from the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments (see Note 2).

Underlying operating expenses

Underlying operating expenses is a measure aimed at facilitating a comparative understanding of performance from period to period by removing the effects of identified items, which, either individually or collectively, can cause volatility, in some cases driven by external factors.

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Quarters

$ million

Full year

Q4 2024

Q3 2024

Q4 2023

2024

2023

9,401

9,570

10,897

Operating expenses

36,918

39,960

(174)

(552)

(274)

Redundancy and restructuring (charges)/reversal

(1,009)

(325)

(88)

(154)

(58)

(Provisions)/reversal

(454)

(434)

—

Other

252

—

(262)

(706)

(332)

Total identified items

(1,210)

(758)

9,138

8,864

10,565

Underlying operating expenses

35,707

39,201

G. Free cash flow and Organic free cash flow

Free cash flow is used to evaluate cash available for financing activities, including dividend payments and debt servicing, after investment in maintaining and growing the business. It is defined as the sum of “Cash flow from operating activities” and “Cash flow from investing activities”.

Cash flows from acquisition and divestment activities are removed from Free cash flow to arrive at the Organic free cash flow, a measure used by management to evaluate the generation of free cash flow without these activities.



Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
13,162	14,684	12,575	Cash flow from operating activities	54,684	54,191
(4,431)	(3,857)	(5,657)	Cash flow from investing activities	(15,154)	(17,734)
8,731	10,827	6,918	Free cash flow	39,530	36,457
805	194	612	Less: Divestment proceeds (Reference I)	2,793	3,091
1	—	—	Add: Tax paid on divestments (reported under “Other investing cash outflows”)	1	—
525	—	206	Add: Cash outflows related to inorganic capital expenditure1	776	2,522
8,453	10,633	6,511	Organic free cash flow2	37,514	35,888

1.Cash outflows related to inorganic capital expenditure includes portfolio actions which expand Shell’s activities through acquisitions and restructuring activities as reported in capital expenditure lines in the Consolidated Statement of Cash Flows.

2.Free cash flow less divestment proceeds, adding back outflows related to inorganic expenditure.

H. Cash flow from operating activities and cash flow from operating activities excluding working capital movements

Working capital movements are defined as the sum of the following items in the Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease in current receivables, and (iii) increase/(decrease) in current payables.

Cash flow from operating activities excluding working capital movements is a measure used by Shell to analyse its operating cash generation over time excluding the timing effects of changes in inventories and operating receivables and payables from period to period.

Quarters

$ million

Full year

Q4 2024

Q3 2024

Q4 2023

2024

2023

13,162

14,684

12,575

Cash flow from operating activities

54,684

54,191

131

2,705

4,088

(Increase)/decrease in inventories

1,273

6,325

751

4,057

(704)

(Increase)/decrease in current receivables

6,578

12,401

1,524

(4,096)

(701)

Increase/(decrease) in current payables1

(5,789)

(11,581)

2,407

2,665

2,683

(Increase)/decrease in working capital

2,062

7,145

10,755

12,019

9,891

Cash flow from operating activities excluding working capital movements

52,622

47,052

1.To further enhance consistency between working capital and the Balance Sheet and the Statement of Cash Flows, from January 1, 2024, onwards movements in current other provisions are recognised in ‘Decommissioning and other provisions’ instead of ‘Increase/(decrease) in current payables’. Comparatives for the fourth quarter 2023 and the full year 2023 have been reclassified accordingly by $653 million and $693 million respectively to conform with current period presentation.

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I. Divestment proceeds

Divestment proceeds represent cash received from divestment activities in the period. Management regularly monitors this measure as a key lever to deliver free cash flow.



Quarters			$ million	Full year
Q4 2024	Q3 2024	Q4 2023		2024	2023
493	94	540	Proceeds from sale of property, plant and equipment and businesses	1,621	2,565
305	94	49	Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans	590	474
6	6	24	Proceeds from sale of equity securities	582	51
805	194	612	Divestment proceeds	2,793	3,091

J. Structural cost reduction

The structural cost reduction target is used for the purpose of demonstrating how management drives cost discipline across the entire organisation, simplifying our processes and portfolio, and streamlining the way we work.

Structural cost reduction describes the decrease in underlying operating expenses as a result of operational efficiencies, divestments, workforce reductions and other cost-saving measures that are expected to be sustainable compared with 2022 levels.

The total change between periods in underlying operating expenses will reflect both structural cost reductions and other changes in spend, including market factors, such as inflation and foreign exchange impacts, as well as changes in activity levels and costs associated with new operations.

Structural cost reductions are stewarded internally to support management’s oversight of spending over time. 2025 target reflects annualised saving achieved by end-2025.



$ million
	2024	2023	Total1
Underlying Operating expenses current year	35,707	39,201
Underlying Operating expenses previous year	39,201	39,456
Total decrease in Underlying operating expenses	(3,494)	(255)	(3,749)
Of which:
Structural cost reduction	(2,132)	(987)	(3,119)
(Decrease)/Increase of underlying operating expenses except structural cost reduction	(1,362)	732	(630)

1.Structural cost reductions up to 2024 compared with 2022.

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4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

CAUTIONARY STATEMENT

All amounts shown throughout this Unaudited Condensed Financial Report are unaudited. All peak production figures in Portfolio Developments are quoted at 100% expected production. The numbers presented throughout this Unaudited Condensed Financial Report may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this Unaudited Condensed Financial Report, “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. “Subsidiaries”, “Shell subsidiaries” and “Shell companies” as used in this Unaudited Condensed Financial Report, refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

Forward-Looking Statements

This Unaudited Condensed Financial Report contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; “anticipate”; “believe”; “commit”; “commitment”; “could”; “estimate”; “expect”; “goals”; “intend”; “may”; “milestones”; “objectives”; “outlook”; “plan”; “probably”; “project”; “risks”; “schedule”; “seek”; “should”; “target”; “will”; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this Unaudited Condensed Financial Report, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cyber security breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this Unaudited Condensed Financial Report are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this Unaudited Condensed Financial Report and should be considered by the reader. Each forward-looking statement speaks only as of the date of this Unaudited Condensed Financial Report, January 30, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Unaudited Condensed Financial Report.

Shell’s Net Carbon Intensity

Also, in this Unaudited Condensed Financial Report we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s Net-Zero Emissions Target

Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

Forward-Looking Non-GAAP measures

This Unaudited Condensed Financial Report may contain certain forward-looking non-GAAP measures such as cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

The contents of websites referred to in this Unaudited Condensed Financial Report do not form part of this Unaudited Condensed Financial Report.

We may have used certain terms, such as resources, in this Unaudited Condensed Financial Report that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

This Unaudited Condensed Financial Report contains inside information.

January 30, 2025

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SHELL PLC
4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS


The information in this Unaudited Condensed Financial Report reflects the unaudited consolidated financial position and results of Shell plc. Company No. 4366849, Registered Office: Shell Centre, London, SE1 7NA, England, UK.

Contacts:

– Sean Ashley, Company Secretary

– Media: International +44 (0) 207 934 5550; USA +1 832 337 4355

LEI number of Shell plc: 21380068P1DRHMJ8KU70

Classification: Inside Information

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