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Category: GlobeNewswire

  • MIL-OSI: Powell Max Limited Announces Change of Chief Financial Officer

    Source: GlobeNewswire (MIL-OSI)

    HONG KONG, Oct. 21, 2024 (GLOBE NEWSWIRE) — Powell Max Limited (Nasdaq: PMAX) (the “Company” or “Powell Max”), a financial communications services provider headquartered in Hong Kong, today announced the resignation of Mr. Chun Ho Lam   (“Mr. Lam”) as the Chief Financial Officer of the Company due to personal reasons.  The Company thanks Mr. Lam for his contributions during his tenure of office.

    The Company has appointed Ms. Kam Lai Kwok (“Ms. Kwok”) as the new Chief Financial Officer. 

    Ms. Kwok is an associate of the Hong Kong Institute of Certified Public Accountants (formerly known as the Hong Kong Society of Accountants) since January 1997 and has over 30 years of experience in public accounting and financial management. She also has extensive managerial experience in financial communications and financial printing industry for over 20 years. Prior to her joining of the Company, Ms. Kwok served as an executive director of a Hong Kong listed company  principally engaged in financial communications and financial printing services and as a financial controller of its operating subsidiary for over 8 years.

    About Powell Max Limited

    Powell Max Limited is a financial communications services provider headquartered in Hong Kong. The Company engages in the provision of financial communications services that support capital market compliance and transaction needs for corporate clients and their advisors in Hong Kong. Its financial communications services cover a full range of financial printing, corporate reporting, communications and language support services from inception to completion, including typesetting, proofreading, translation, design, printing, electronic reporting, newspaper placement and distribution. The Company’s clients consist of domestic and international companies listed in Hong Kong, together with companies who are seeking to list in Hong Kong, as well as their advisors.

    Forward-Looking Statements

    This press release contains certain forward-looking statements. Words such as “will,” future,” “expects,” “believes,” and “intends,” or similar expressions, are intended to identify forward-looking statements. Forward-looking statements are subject to inherent uncertainties in predicting future results and conditions. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

    For investor and media inquiries, please contact:

    Company Info:

    Powell Max Limited

    Investor Relations

    ir@janfp.com 

    (852) 2158 2888

    The MIL Network –

  • MIL-OSI: Rule 8 Announcement to Stockholders

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

    NEW YORK, Oct. 21, 2024 (GLOBE NEWSWIRE) — StoneX Group Inc. (“StoneX”) wishes to direct the attention of its stockholders to certain disclosure requirements which may be applicable to them in connection with the announcement by CAB Payments Holdings plc (“CAB Payments”) on October 10, 2024 that it had received an unsolicited non-binding proposal from StoneX relating to a possible offer for the entire issued and to be issued share capital of CAB Payments. As a result of that announcement, on that date CAB Payments entered an offer period in accordance with the rules of the UK City Code on Takeovers and Mergers (the “Code”), which is published by the UK Takeover Panel.

    There can be no certainty that an offer will be made, nor as to the terms on which an offer might be made.

    The relevant disclosure requirements are set out in Rule 8 of the Code. In particular, Rule 8.3 of the Code requires that any person who is interested (directly and indirectly) in 1% or more of any class of relevant security of any party to the offer period must make (a) an Opening Position Disclosure and (b) a Dealing Disclosure if they deal in any relevant security of any party to the offer during an offer period.

    StoneX common shares, which are listed on The NASDAQ Stock Market LLC and trade on the NASDAQ Global Select Market, are relevant securities for the purposes of this offer period.

    Further information about the Takeover Panel’s disclosure regime is available at: http://www.thetakeoverpanel.org.uk/disclosure. If you have any questions on these disclosure requirements, the Takeover Panel’s Market Surveillance Unit will be happy to answer them and should be contacted on +44 (0)20 7638 0129.

    Enquiries:

    Perella Weinberg UK Limited (Financial Adviser)        

    Tel: +44 (0) 20 7268 2800
    Matthew Smith
    Timm Schipporeit
    Edyta Lipka
    Adnan Choudhury

    Notice relating to StoneX’s advisers:

    Perella Weinberg UK Limited (“PWP“), which is authorized and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for StoneX in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than StoneX for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement. Neither PWP nor any of its subsidiaries, branches or affiliates and their respective directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PWP in connection with this announcement, any statement contained herein or otherwise.

    Important notices

    This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote in any jurisdiction whether pursuant to this announcement or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

    The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

    Dealing disclosure requirements of the Code

    Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

    Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

    If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

    Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

    Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

    SNEX-G

    The MIL Network –

  • MIL-OSI: Tactile Medical to Release Third Quarter of Fiscal Year 2024 Financial Results on November 4, 2024

    Source: GlobeNewswire (MIL-OSI)

    MINNEAPOLIS, Oct. 21, 2024 (GLOBE NEWSWIRE) — Tactile Systems Technology, Inc. (“Tactile Medical”; the “Company”) (Nasdaq: TCMD), a medical technology company providing therapies for people with chronic disorders, today announced that third quarter of fiscal year 2024 financial results will be released after the market closes on Monday, November 4, 2024.

    Management will host a conference call with a question and answer session at 5:00 p.m. Eastern Time on November 4, 2024, to discuss the results of the quarter. Those who would like to participate may dial 877-407-3088 (201-389-0927 for international callers) and provide access code 13748661. A live webcast of the call will also be provided on the investor relations section of the Company’s website at investors.tactilemedical.com.

    For those unable to participate, a replay of the call will be available for two weeks at 877-660-6853 (201-612-7415 for international callers); access code 13748661. The webcast will be archived at investors.tactilemedical.com.

    About Tactile Systems Technology, Inc. (DBA Tactile Medical)

    Tactile Medical is a leader in developing and marketing at-home therapies for people suffering from underserved, chronic conditions including lymphedema, lipedema, chronic venous insufficiency and chronic pulmonary disease by helping them live better and care for themselves at home. Tactile Medical collaborates with clinicians to expand clinical evidence, raise awareness, increase access to care, reduce overall healthcare costs and improve the quality of life for tens of thousands of patients each year.

    Investor Inquiries:
    Sam Bentzinger
    Gilmartin Group
    investorrelations@tactilemedical.com

    The MIL Network –

  • MIL-OSI: RBB Bancorp Reports Third Quarter 2024 Earnings and Declares Quarterly Cash Dividend of $0.16 Per Common Share

    Source: GlobeNewswire (MIL-OSI)

    LOS ANGELES, Oct. 21, 2024 (GLOBE NEWSWIRE) — RBB Bancorp (NASDAQ:RBB) and its subsidiaries, Royal Business Bank (the “Bank”) and RBB Asset Management Company (“RAM”), collectively referred to herein as “the Company,” announced financial results for the quarter ended September 30, 2024.

    Third Quarter 2024 Highlights

    • Net income totaled $7.0 million, or $ 0.39 diluted earnings per share
    • Return on average assets of 0.72%, compared to 0.76% for the quarter ended June 30, 2024
    • Net interest margin of 2.68% compared to 2.67% for the quarter ended June 30, 2024
    • Repurchased 508,275 shares of common stock for $11.0 million during the quarter ended September 30, 2024, and completed the authorized program
    • Book value and tangible book value per share(1) increased to $28.81 and $24.64 at September 30, 2024, up from $28.12 and $24.06 at June 30, 2024

    The Company reported net income of $7.0 million, or $ 0.39 diluted earnings per share, for the quarter ended September 30, 2024, compared to net income of $7.2 million, or $ 0.39 diluted earnings per share, for the quarter ended June 30, 2024. 

    “Loans increased at a 6% annualized rate in the third quarter as our work to expand lending and deposit relationships began to deliver results,” said David Morris, Chief Executive Officer of RBB Bancorp. “Net interest margin increased slightly, and we are optimistic that it will continue to expand from here.  We continue to work through our non-performing loans and believe we will be able to resolve the majority of them by mid-2025.”

    “The team has done an excellent job building on the Bank’s reputation as one of the premier Asian-centric financial institutions,” said Christina Kao, Chair of the Board of Directors. “Returning the Bank to growth has been a priority for the Board of Directors as we believe it will enhance long-term shareholder value.”

    (1) Reconciliations of the non–U.S. generally accepted accounting principles (“GAAP”) measures included at the end of this press release.

    Net Interest Income and Net Interest Margin

    Net interest income was $24.5 million for the third quarter of 2024, compared to $24.0 million for the second quarter of 2024. The $580,000 increase was due to an increase in interest income of $1.5 million offset by an increase in interest expense of $959,000. The increase in interest income was due mostly to higher interest income on loans held for investment (“HFI”) of $2.0 million, partially offset by lower interest income on investment securities of $504,000. The increase in loan interest income was mostly due to higher average loans HFI of $54.4 million combined with a 9 basis point increase in the HFI loan yield. The decrease in investment income was attributed to lower average balances and a lower portfolio yield as proceeds from maturing short-term commercial paper were invested into loans and interest-earning cash. The increase in interest expense was due to higher average interest-bearing deposits of $42.3 million in the third quarter of 2024.

    Net interest margin (“NIM”) was 2.68% for the third quarter of 2024, an increase of 1 basis point from 2.67% for the second quarter of 2024. The increase was due to a 5 basis point increase in the yield on average interest-earning assets, partially offset by a 3 basis point increase in the overall cost of funds. The yield on average interest-earning assets increased to 5.94% for the third quarter of 2024 from 5.89% for the second quarter of 2024 due mainly to a 9 basis point increase in the yield on average loans HFI to 6.13% for the third quarter of 2024. The increase in the loan yield was largely attributed to nonaccrual loan activity in the current and prior quarter, including both the recapture of interest income for fully paid off nonaccrual loans and reversals of interest income for loans migrating to nonaccrual status. Such activity increased the third quarter loan yield by 1 basis point and decreased the second quarter loan yield by 7 basis points. Average loans represented 84% of average interest-earning assets in the third quarter of 2024, unchanged from the second quarter of 2024.

    The overall cost of funds increased to 3.57% in the third quarter of 2024 from 3.54% in the second quarter of 2024 due to a higher average cost of interest-bearing deposits in the third quarter of 2024 as compared to the second quarter of 2024. The overall funding mix remained relatively unchanged from the second quarter of 2024 as the ratio of average noninterest-bearing deposits to average total funding sources remained relatively unchanged at 16% for the third and second quarters of 2024. The all-in spot rate for total deposits was 3.53% at September 30, 2024.

    Provision for Credit Losses

    The Company recorded a provision for credit losses of $3.3 million for the third quarter of 2024 compared to $557,000 for the second quarter of 2024. The third quarter provision took into consideration factors including changes in the loan portfolio mix, higher specific reserves, the outlook for economic conditions and market interest rates, and credit quality metrics, including higher nonperforming, special mention and substandard loans at the end of the third quarter of 2024 as compared to the end of the second quarter of 2024.

    Noninterest Income

    Noninterest income for the third quarter of 2024 was $5.7 million, an increase of $2.3 million from $3.5 million for the second quarter of 2024. This increase was mostly due to a $2.8 million recovery of a fully charged off loan, which had been acquired in a bank acquisition (included in other income), partially offset by lower net gain on other real estate owned (“OREO”) of $292,000. 

    Noninterest Expense

    Noninterest expense for the third quarter of 2024 was $17.4 million, an increase of $297,000 from $17.1 million for the second quarter of 2024. This increase was due to higher salaries and employee benefits expense of $475,000 due in part to higher loan production and higher other expenses of $304,000 due to higher loan related expense. These increases were partially offset by lower insurance and regulatory assessments of $323,000 and lower legal and professional expenses of $302,000, the latter being due to reimbursed legal costs from nonaccrual loan payoffs. The annualized noninterest expenses to average assets ratio was 1.78% for the third quarter of 2024, down from 1.79% for the second quarter of 2024. The efficiency ratio was 57.51% for the third quarter of 2024, down from 62.38% for the second quarter of 2024 due mostly to higher noninterest income.

    Income Taxes

    The effective tax rate was 26.9% for the third quarter of 2024 and 25.9% for the second quarter of 2024. The effective tax rate for 2024 is estimated to range between 26.0% and 28.0%.

    Balance Sheet

    At September 30, 2024, total assets were $4.0 billion, a $122.3 million increase compared to June 30, 2024, and a $78.9 million decrease compared to September 30, 2023.

    Loan and Securities Portfolio

    Loans HFI totaled $3.1 billion as of September 30, 2024, an increase of $44.2 million compared to June 30, 2024 and a $29.1 million decrease compared to September 30, 2023. The increase from June 30, 2024 was primarily due to a $62.5 million increase in commercial real estate (“CRE”) loans, a $5.6 million increase in single-family residential (“SFR”) mortgages and a $2.2 million increase in commercial and industrial (“C&I”) loans, partially offset by a $22.3 million decrease in construction and land development (“C&D”) loans and a $2.2 million decrease in Small Business Administration (“SBA”) loans. The loan to deposit ratio was 98.6% at September 30, 2024, compared to 99.4% at June 30, 2024 and 97.6% at September 30, 2023. 

    As of September 30, 2024, available-for-sale securities totaled $305.7 million, a decrease of $19.9 million from June 30, 2024. As of September 30, 2024, net unrealized losses totaled $23.2 million, a $6.9 million decrease due to decreases in market interest rates, when compared to net unrealized losses as of June 30, 2024.

    Deposits

    Total deposits were $3.1 billion as of September 30, 2024, a $68.6 million increase compared to June 30, 2024 and a $61.9 million decrease compared to September 30, 2023. The increase during the third quarter of 2024 was due to an increase in interest-bearing deposits, while noninterest-bearing deposits remained relatively stable at $543.6 million as of September 30, 2024 compared to $543.0 million as of June 30, 2024. The increase in interest-bearing deposits included an increase in time deposits of $49.6 million and an increase in non-maturity deposits of $18.3 million. The increase in time deposits included a $26.6 million increase in wholesale deposits (brokered deposits, collateralized State of California certificates of deposit and deposits acquired through internet listing services). Wholesale deposits totaled $147.3 million at September 30, 2024, and $120.7 million at June 30, 2024. Noninterest-bearing deposits represented 17.6% of total deposits at September 30, 2024 compared to 18.0% at June 30, 2024.

    Credit Quality

    Nonperforming assets totaled $60.7 million, or 1.52% of total assets, at September 30, 2024, compared to $54.6 million, or 1.41% of total assets, at June 30, 2024. The $6.1 million increase in nonperforming assets was mostly due to two loans that migrated to nonaccrual totaling $13.3 million and consisted of a C&D loan and a CRE loan, offset by $6.1 million in payoffs with no losses and $1.2 million in partial charge-offs of nonaccrual loans.

    Special mention loans totaled $77.5 million, or 2.51% of total loans, at September 30, 2024, compared to $19.5 million, or 0.64% of total loans, at June 30, 2024. The $58.0 million increase was primarily due to one $43.6 million C&D loan for a completed hotel construction project, CRE loans totaling $25.2 million and C&I loans totaling $1.2 million. The increase was partially offset by one $11.7 million C&D loan, which migrated from special mention to substandard during the third quarter of 2024. All special mention loans, including the $11.7 million C&D loan which migrated to substandard rating, are all paying current.

    Substandard loans totaled $79.8 million, or 2.58% of total loans, at September 30, 2024, compared to $63.1 million, or 2.07% of total loans, at June 30, 2024. The $16.8 million increase was primarily due to downgrades of two C&D loans totaling $21.7 million and one $3.3 million CRE loan, offset by loan payoffs of $6.7 million and charge-offs of $1.2 million. Of the substandard loans at September 30, 2024, there are  $19.2 million which are paying current.

    30-89 day delinquent loans, excluding nonperforming loans, decreased $645,000 to $10.6 million as of September 30, 2024, compared to $11.3 million as of June 30, 2024. The decrease in past due loans was mostly due to 12 loans totaling $4.7 million that returned to current status and other decreases totaling $784,000, partially offset by new delinquent loans totaling $4.9 million, of which $4.1 million were 30 days past due.

    As of September 30, 2024, the allowance for credit losses totaled $44.5 million and was comprised of an allowance for loan losses of $43.7 million and a reserve for unfunded commitments of $779,000 (included in “Accrued interest and other liabilities”). This compares to the allowance for credit losses of $42.4 million comprised of an allowance for loan losses of $41.7 million and a reserve for unfunded commitments of $624,000 at June 30, 2024. The $2.1 million increase in the allowance for credit losses for the third quarter of 2024 was due to a $3.3 million provision for credit losses, including higher specific reserves of $2.5 million, offset by net charge-offs of $1.2 million. The increase in specific reserves and charge-offs in the third quarter of 2024 was primarily due to a decrease in the estimated fair value of collateral dependent loans, including estimated selling costs. Charge-offs in the third quarter of 2024 were related to one C&D loan and one CRE loan, which were written-down to their estimated fair value. The allowance for loan losses as a percentage of loans HFI was 1.41% at September 30, 2024, compared to 1.37% at June 30, 2024. The allowance for loan losses as a percentage of nonperforming loans was 72% at September 30, 2024, a decrease from 76% at June 30, 2024. The decrease in the allowance for loan losses as a percentage of nonperforming loans was due in part to an increase in individually evaluated loans, which required no allowance for loan losses.

        For the Three Months Ended
    September 30, 2024    		     For the Nine Months Ended
    September 30, 2024    		  
    (dollars in thousands)   Allowance for loan losses     Reserve for unfunded loan commitments     Allowance for credit losses     Allowance for loan losses     Reserve for unfunded loan commitments     Allowance for credit losses  
    Beginning balance   $ 41,741     $ 624     $ 42,365     $ 41,903     $ 640     $ 42,543  
    Provision for credit losses     3,145       155       3,300       3,718       139       3,857  
    Less loans charged-off     (1,210 )     —       (1,210 )     (1,991 )     —       (1,991 )
    Recoveries on loans charged-off     9       —       9       55       —       55  
    Ending balance   $ 43,685     $ 779     $ 44,464     $ 43,685     $ 779     $ 44,464  


    Shareholders’ Equity

    At September 30, 2024, total shareholders’ equity was $509.7 million, a $1.6 million decrease compared to June 30, 2024, and a $7.2 million increase compared to September 30, 2023. The decrease in shareholders’ equity for the third quarter of 2024 was due to common stock repurchases of $11.0 million and common stock cash dividends paid of $2.9 million, offset by net income of $7.0 million, lower net unrealized loss on available-for-sale securities of $4.8 million and equity compensation activity of $528,000. Book value per share and tangible book value per share(1) increased to $28.81 and $24.64 at September 30, 2024, up from $28.12 and $24.06 at June 30, 2024.

    On February 29, 2024, the Board of Directors authorized the repurchase of up to 1,000,000 shares of common stock. The repurchase program permitted shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Securities and Exchange Commission (“SEC”) Rules 10b5-1 and 10b-8. The Company repurchased 508,275 shares at a weighted average share price of $21.53 during the third quarter of 2024 and completed the authorized program.

    Dividend Announcement

    The Board of Directors has declared a common stock cash dividend of $0.16 per common share, payable on November 12, 2024 to shareholders of record on October 31, 2024.

      Contact:
    Lynn Hopkins, Chief Financial Officer
      (213) 716-8066
      lhopkins@rbbusa.com

    (1) Reconciliations of the non–U.S. generally accepted accounting principles (“GAAP”) measures included at the end of this press release.


    Corporate Overview

    RBB Bancorp is a community-based financial holding company headquartered in Los Angeles, California. As of September 30, 2024, the Company had total assets of $4.0 billion. Its wholly-owned subsidiary, Royal Business Bank, is a full service commercial bank, which provides consumer and business banking services predominately to the Asian-centric communities in Los Angeles County, Orange County, and Ventura County in California, in Las Vegas, Nevada, in Brooklyn, Queens, and Manhattan in New York, in Edison, New Jersey, in the Chicago neighborhoods of Chinatown and Bridgeport, Illinois, and on Oahu, Hawaii. Bank services include remote deposit, E-banking, mobile banking, commercial and investor real estate loans, business loans and lines of credit, commercial and industrial loans, SBA 7A and 504 loans, 1-4 single family residential loans, trade finance, a full range of depository account products and wealth management services. The Bank has nine branches in Los Angeles County, two branches in Ventura County, one branch in Orange County, California, one branch in Las Vegas, Nevada, three branches and one loan operation center in Brooklyn, three branches in Queens, one branch in Manhattan in New York, one branch in Edison, New Jersey, two branches in Chicago, Illinois, and one branch in Honolulu, Hawaii. The Company’s administrative and lending center is located at 1055 Wilshire Blvd., Los Angeles, California 90017, and its operations center is located at 7025 Orangethorpe Ave., Buena Park, California 90621. The Company’s website address is www.royalbusinessbankusa.com.

    Conference Call

    Management will hold a conference call at 11:00 a.m. Pacific time/2:00 p.m. Eastern time on Tuesday, October 22, 2024, to discuss the Company’s third quarter 2024 financial results.

    To listen to the conference call, please dial 1-888-506-0062 or 1-973-528-0011, the Participant ID code is 392446, conference ID RBBQ324. A replay of the call will be made available at 1-877-481-4010 or 1-919-882-2331, the passcode is 51366, approximately one hour after the conclusion of the call and will remain available through November 5, 2024.

    The conference call will also be simultaneously webcast over the Internet; please visit our Royal Business Bank website at http://www.royalbusinessbankusa.com and click on the “Investors” tab to access the call from the site. This webcast will be recorded and available for replay on our website approximately two hours after the conclusion of the conference call.

    Disclosure

    This press release contains certain non-GAAP financial disclosures for tangible common equity and tangible assets and adjusted earnings. The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. Please refer to the tables at the end of this release for a presentation of performance ratios in accordance with GAAP and a reconciliation of the non-GAAP financial measures to the GAAP financial measures.

    Safe Harbor

    Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements relating to the Company’s current business plans and expectations and our future financial position and operating results. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the potential for additional material weaknesses in the Company’s internal controls over financial reporting or other potential control deficiencies of which the Company is not currently aware or which have not been detected; business and economic conditions generally and in the financial services industry, nationally and within our current and future geographic markets, including the tight labor market, ineffective management of the United States (“U.S.”) federal budget or debt or turbulence or uncertainly in domestic or foreign financial markets; the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations; adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity and regulatory responses to these developments; our ability to attract and retain deposits and access other sources of liquidity; possible additional provisions for credit losses and charge-offs; credit risks of lending activities and deterioration in asset or credit quality; extensive laws and regulations and supervision that we are subject to, including potential supervisory action by bank supervisory authorities; increased costs of compliance and other risks associated with changes in regulation, including any amendments to the Dodd-Frank Wall Street Reform and Consumer Protection Act; compliance with the Bank Secrecy Act and other money laundering statutes and regulations; potential goodwill impairment; liquidity risk; failure to comply with debt covenants;  fluctuations in interest rates; risks associated with acquisitions and the expansion of our business into new markets; inflation and deflation; real estate market conditions and the value of real estate collateral; the effects of having concentrations in our loan portfolio, including commercial real estate and the risks of geographic and industry concentrations; environmental liabilities; our ability to compete with larger competitors; our ability to retain key personnel; successful management of reputational risk; severe weather, natural disasters, earthquakes, fires; or other adverse external events could harm our business; geopolitical conditions, including acts or threats of terrorism, actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, including the conflicts between Russia and Ukraine, in the Middle East, and increasing tensions between China and Taiwan, which could impact business and economic conditions in the U.S. and abroad; public health crises and pandemics, and their effects on the economic and business environments in which we operate, including our credit quality and business operations, as well as the impact on general economic and financial market conditions; general economic or business conditions in Asia, and other regions where the Bank has operations; failures, interruptions, or security breaches of our information systems; climate change, including any enhanced regulatory, compliance, credit and reputational risks and costs; cybersecurity threats and the cost of defending against them; our ability to adapt our systems to the expanding use of technology in banking; risk management processes and strategies; adverse results in legal proceedings; the impact of regulatory enforcement actions, if any; certain provisions in our charter and bylaws that may affect acquisition of the Company; changes in tax laws and regulations; the impact of governmental efforts to restructure the U.S. financial regulatory system; the impact of future or recent changes in the Federal Deposit Insurance Corporation (“FDIC”) insurance assessment rate and the rules and regulations related to the calculation of the FDIC insurance assessments; the effect of changes in accounting policies and practices or accounting standards, as may be adopted from time-to-time by bank regulatory agencies, the SEC, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters, including Accounting Standards Update 2016-13 (Topic 326, “Measurement of Current Losses on Financial Instruments, commonly referenced as the Current Expected Credit Losses Model, which changed how we estimate credit losses and may further increase the required level of our allowance for credit losses in future periods; market disruption and volatility; fluctuations in the Company’s stock price; restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital structure; issuances of preferred stock; our ability to raise additional capital, if needed, and the potential resulting dilution of interests of holders of our common stock; the soundness of other financial institutions; our ongoing relations with our various federal and state regulators, including the SEC, FDIC, FRB and California Department of Financial Protection and Innovation; our success at managing the risks involved in the foregoing items and all other factors set forth in the Company’s public reports, including its Annual Report as filed under Form 10-K for the year ended December 31, 2023, and particularly the discussion of risk factors within that document. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law. Any statements about future operating results, such as those concerning accretion and dilution to the Company’s earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ.

    RBB BANCORP AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
    (Dollars in thousands)

    		  
        September 30,     June 30,     March 31,     December 31,     September 30,  
        2024     2024     2024     2023     2023  
    Assets                                        
    Cash and due from banks   $ 26,388     $ 23,313     $ 21,887     $ 22,671     $ 23,809  
    Interest-earning deposits with financial institutions     323,002       229,456       247,356       408,702       306,982  
    Cash and Cash Equivalents     349,390       252,769       269,243       431,373       330,791  
    Interest-earning time deposits with financial institutions     600       600       600       600       600  
    Investment securities available for sale     305,666       325,582       335,194       318,961       354,378  
    Investment securities held to maturity     5,195       5,200       5,204       5,209       5,214  
    Mortgage loans held for sale     812       3,146       3,903       1,911       62  
    Loans held for investment     3,091,896       3,047,712       3,027,361       3,031,861       3,120,952  
    Allowance for loan losses     (43,685 )     (41,741 )     (41,688 )     (41,903 )     (42,430 )
    Net loans held for investment     3,048,211       3,005,971       2,985,673       2,989,958       3,078,522  
    Premises and equipment, net     24,839       25,049       25,363       25,684       26,134  
    Federal Home Loan Bank (FHLB) stock     15,000       15,000       15,000       15,000       15,000  
    Cash surrender value of bank owned life insurance     59,889       59,486       59,101       58,719       58,346  
    Goodwill     71,498       71,498       71,498       71,498       71,498  
    Servicing assets     7,256       7,545       7,794       8,110       8,439  
    Core deposit intangibles     2,194       2,394       2,594       2,795       3,010  
    Right-of-use assets     29,283       30,530       31,231       29,803       29,949  
    Accrued interest and other assets     70,644       63,416       65,608       66,404       87,411  
    Total assets   $ 3,990,477     $ 3,868,186     $ 3,878,006     $ 4,026,025     $ 4,069,354  
    Liabilities and shareholders’ equity                                        
    Deposits:                                        
    Noninterest-bearing demand   $ 543,623     $ 542,971     $ 539,517     $ 539,621     $ 572,393  
    Savings, NOW and money market accounts     666,089       647,770       642,840       632,729       608,020  
    Time deposits, $250,000 and under     1,052,462       1,014,189       1,083,898       1,190,821       1,237,831  
    Time deposits, greater than $250,000     830,010       818,675       762,074       811,589       735,828  
    Total deposits     3,092,184       3,023,605       3,028,329       3,174,760       3,154,072  
    FHLB advances     200,000       150,000       150,000       150,000       150,000  
    Long-term debt, net of issuance costs     119,433       119,338       119,243       119,147       174,019  
    Subordinated debentures     15,102       15,047       14,993       14,938       14,884  
    Lease liabilities – operating leases     30,880       32,087       32,690       31,191       31,265  
    Accrued interest and other liabilities     23,150       16,818       18,765       24,729       42,603  
    Total liabilities     3,480,749       3,356,895       3,364,020       3,514,765       3,566,843  
    Shareholders’ equity:                                        
    Common Stock     259,280       266,160       271,645       271,925       277,462  
    Additional paid-in capital     3,520       3,456       3,348       3,623       3,579  
    Retained Earnings     262,946       262,518       259,903       255,152       247,159  
    Non-controlling interest     72       72       72       72       72  
    Accumulated other comprehensive loss, net     (16,090 )     (20,915 )     (20,982 )     (19,512 )     (25,761 )
    Total shareholders’ equity     509,728       511,291       513,986       511,260       502,511  
    Total liabilities and shareholders’ equity   $ 3,990,477     $ 3,868,186     $ 3,878,006     $ 4,026,025     $ 4,069,354  
    RBB BANCORP AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (Unaudited)
    (In thousands, except share and per share data) 

    		  
        For the Three Months Ended     For the Nine Months Ended  
        September 30,
    2024    		     June 30,
    2024    		     September 30,
    2023    		     September 30,
    2024    		     September 30,
    2023    		  
    Interest and dividend income:                                        
    Interest and fees on loans   $ 47,326     $ 45,320     $ 47,617     $ 138,193     $ 148,369  
    Interest on interest-earning deposits     3,388       3,353       3,193       11,781       6,096  
    Interest on investment securities     3,127       3,631       4,211       10,369       10,321  
    Dividend income on FHLB stock     326       327       290       984       814  
    Interest on federal funds sold and other     258       255       252       779       716  
    Total interest and dividend income     54,425       52,886       55,563       162,106       166,316  
    Interest expense:                                        
    Interest on savings deposits, NOW and money market accounts     5,193       4,953       3,106       14,624       8,180  
    Interest on time deposits     22,553       21,850       21,849       67,725       54,424  
    Interest on long-term debt and subordinated debentures     1,681       1,679       2,579       5,039       7,668  
    Interest on other borrowed funds     453       439       440       1,331       2,428  
    Total interest expense     29,880       28,921       27,974       88,719       72,700  
    Net interest income before provision for credit losses     24,545       23,965       27,589       73,387       93,616  
    Provision for credit losses     3,300       557       1,399       3,857       3,793  
    Net interest income after provision for credit losses     21,245       23,408       26,190       69,530       89,823  
    Noninterest income:                                        
    Service charges and fees     1,071       1,064       1,057       3,127       3,200  
    Gain on sale of loans     447       451       212       1,210       258  
    Loan servicing fees, net of amortization     605       579       623       1,773       1,959  
    Increase in cash surrender value of life insurance     402       385       356       1,169       1,036  
    Gain on OREO     —       292       190       1,016       190  
    Other income     3,221       717       332       4,311       982  
    Total noninterest income     5,746       3,488       2,770       12,606       7,625  
    Noninterest expense:                                        
    Salaries and employee benefits     10,008       9,533       9,744       29,468       28,935  
    Occupancy and equipment expenses     2,518       2,439       2,414       7,400       7,242  
    Data processing     1,472       1,466       1,315       4,358       3,969  
    Legal and professional     958       1,260       1,022       3,098       6,907  
    Office expenses     348       352       437       1,056       1,163  
    Marketing and business promotion     252       189       340       613       892  
    Insurance and regulatory assessments     658       981       730       2,621       2,043  
    Core deposit premium     200       201       236       602       708  
    Other expenses     1,007       703       638       2,298       2,445  
    Total noninterest expense     17,421       17,124       16,876       51,514       54,304  
    Income before income taxes     9,570       9,772       12,084       30,622       43,144  
    Income tax expense     2,571       2,527       3,611       8,342       12,752  
    Net income   $ 6,999     $ 7,245     $ 8,473     $ 22,280     $ 30,392  
                                             
    Net income per share                                        
    Basic   $ 0.39     $ 0.39     $ 0.45     $ 1.22     $ 1.60  
    Diluted   $ 0.39     $ 0.39     $ 0.45     $ 1.22     $ 1.60  
    Cash Dividends declared per common share   $ 0.16     $ 0.16     $ 0.16     $ 0.48     $ 0.48  
    Weighted-average common shares outstanding                                        
    Basic     17,812,791       18,375,970       18,995,303       18,261,702       18,991,579  
    Diluted     17,885,359       18,406,897       18,997,304       18,313,086       19,013,838  
    RBB BANCORP AND SUBSIDIARIES
    AVERAGE BALANCE SHEET AND NET INTEREST INCOME
    (Unaudited)    		  
        For the Three Months Ended  
        September 30, 2024     June 30, 2024     September 30, 2023  
    (tax-equivalent basis, dollars in thousands)   Average
    Balance    		     Interest
     & Fees    		     Yield /
    Rate    		     Average
    Balance    		     Interest
    & Fees    		     Yield /
    Rate    		     Average
    Balance    		     Interest
    & Fees    		     Yield /
    Rate    		  
    Interest-earning assets                                                                        
    Cash and cash equivalents(1)   $ 260,205     $ 3,646       5.57 %   $ 255,973     $ 3,608       5.67 %   $ 270,484     $ 3,445       5.05 %
    FHLB Stock     15,000       326       8.65 %     15,000       327       8.77 %     15,000       290       7.67 %
    Securities                                                                        
    Available for sale(2)     298,948       3,105       4.13 %     318,240       3,608       4.56 %     369,459       4,187       4.50 %
    Held to maturity(2)     5,198       46       3.52 %     5,203       46       3.56 %     5,385       48       3.54 %
    Mortgage loans held for sale     1,165       23       7.85 %     3,032       57       7.56 %     739       13       6.98 %
    Loans held for investment:(3)                                                                        
    Real estate     2,888,528       43,495       5.99 %     2,828,339       41,590       5.91 %     2,968,246       43,583       5.83 %
    Commercial     179,885       3,808       8.42 %     185,679       3,673       7.96 %     187,140       4,021       8.52 %
    Total loans held for investment     3,068,413       47,303       6.13 %     3,014,018       45,263       6.04 %     3,155,386       47,604       5.99 %
    Total interest-earning assets     3,648,929     $ 54,449       5.94 %     3,611,466     $ 52,909       5.89 %     3,816,453     $ 55,587       5.78 %
    Total noninterest-earning assets     242,059                       240,016                       250,083                  
    Total average assets   $ 3,890,988                     $ 3,851,482                     $ 4,066,536                  
                                                                             
    Interest-bearing liabilities                                                                        
    NOW     55,757       277       1.98 %   $ 56,081     $ 276       1.98 %   $ 55,325     $ 201       1.44 %
    Money Market     439,936       4,093       3.70 %     431,559       3,877       3.61 %     403,300       2,656       2.61 %
    Saving deposits     164,515       823       1.99 %     164,913       800       1.95 %     123,709       249       0.80 %
    Time deposits, $250,000 and under     1,037,365       12,312       4.72 %     1,049,666       12,360       4.74 %     1,285,320       14,090       4.35 %
    Time deposits, greater than $250,000     819,207       10,241       4.97 %     772,255       9,490       4.94 %     717,026       7,759       4.29 %
    Total interest-bearing deposits     2,516,780       27,746       4.39 %     2,474,474       26,803       4.36 %     2,584,680       24,955       3.83 %
    FHLB advances     150,543       453       1.20 %     150,000       439       1.18 %     150,000       440       1.16 %
    Long-term debt     119,370       1,295       4.32 %     119,275       1,296       4.37 %     173,923       2,194       5.00 %
    Subordinated debentures     15,066       386       10.19 %     15,011       383       10.26 %     14,848       385       10.29 %
    Total interest-bearing liabilities     2,801,759       29,880       4.24 %     2,758,760       28,921       4.22 %     2,923,451       27,974       3.80 %
    Noninterest-bearing liabilities                                                                        
    Noninterest-bearing deposits     528,081                       529,450                       571,371                  
    Other noninterest-bearing liabilities     52,428                       51,087                       67,282                  
    Total noninterest-bearing liabilities     580,509                       580,537                       638,653                  
    Shareholders’ equity     508,720                       512,185                       504,432                  
    Total liabilities and shareholders’ equity   $ 3,890,988                     $ 3,851,482                     $ 4,066,536                  
    Net interest income / interest rate spreads           $ 24,569       1.70 %           $ 23,988       1.67 %           $ 27,613       1.98 %
    Net interest margin                     2.68 %                     2.67 %                     2.87 %
                                                                             
    Total cost of deposits   $ 3,044,861     $ 27,746       3.63 %   $ 3,003,924     $ 26,803       3.59 %   $ 3,156,051     $ 24,955       3.14 %
    Total cost of funds   $ 3,329,840     $ 29,880       3.57 %   $ 3,288,210     $ 28,921       3.54 %   $ 3,494,822     $ 27,974       3.18 %

    _________________
    (1) Includes income and average balances for interest-earning time deposits and other miscellaneous interest-earning assets.
    (2) Interest income and average rates for tax-exempt securities are presented on a tax-equivalent basis.
    (3) Average loan balances include nonaccrual loans. Interest income on loans includes the effects of discount accretion and net deferred loan origination fees and costs accounted for as yield adjustments.

    RBB BANCORP AND SUBSIDIARIES
    AVERAGE BALANCE SHEET AND NET INTEREST INCOME
    (Unaudited)    		  
        For the Nine Months Ended  
        September 30, 2024     September 30, 2023  
    (tax-equivalent basis, dollars in thousands)   Average
    Balance    		     Interest
    & Fees    		     Yield /
    Rate    		     Average
    Balance    		     Interest
    & Fees    		     Yield /
    Rate    		  
    Interest-earning assets                                                
    Cash and cash equivalents(1)   $ 293,597     $ 12,560       5.71 %   $ 177,393     $ 6,812       5.13 %
    FHLB Stock     15,000       984       8.76 %     15,000       814       7.26 %
    Securities                                                
    Available for sale(2)     312,352       10,302       4.41 %     332,007       10,245       4.13 %
    Held to maturity(2)     5,203       140       3.59 %     5,610       151       3.60 %
    Mortgage loans held for sale     1,802       105       7.78 %     295       16       7.25 %
    Loans held for investment:(3)                                                
    Real estate     2,851,625       126,852       5.94 %     3,041,393       134,791       5.93 %
    Commercial     181,716       11,236       8.26 %     214,618       13,562       8.45 %
    Total loans held for investment     3,033,341       138,088       6.08 %     3,256,011       148,353       6.09 %
    Total interest-earning assets     3,661,295     $ 162,179       5.92 %     3,786,316     $ 166,391       5.88 %
    Total noninterest-earning assets     242,802                       244,822                  
    Total average assets   $ 3,904,097                     $ 4,031,138                  
                                                     
    Interest-bearing liabilities                                                
    NOW   $ 56,924       851       2.00 %   $ 59,476     $ 511       1.15 %
    Money Market     427,884       11,496       3.59 %     431,299       7,315       2.27 %
    Saving deposits     162,207       2,277       1.88 %     118,550       354       0.40 %
    Time deposits, $250,000 and under     1,087,501       38,476       4.73 %     1,141,290       33,905       3.97 %
    Time deposits, greater than $250,000     792,310       29,249       4.93 %     729,699       20,519       3.76 %
    Total interest-bearing deposits     2,526,826       82,349       4.35 %     2,480,314       62,604       3.37 %
    FHLB advances     150,182       1,331       1.18 %     179,707       2,428       1.81 %
    Long-term debt     119,276       3,886       4.35 %     173,780       6,584       5.07 %
    Subordinated debentures     15,012       1,153       10.26 %     14,794       1,084       9.80 %
    Total interest-bearing liabilities     2,811,296       88,719       4.22 %     2,848,595       72,700       3.41 %
    Noninterest-bearing liabilities                                                
    Noninterest-bearing deposits     528,624                       624,781                  
    Other noninterest-bearing liabilities     52,955                       58,786                  
    Total noninterest-bearing liabilities     581,579                       683,567                  
    Shareholders’ equity     511,222                       498,976                  
    Total liabilities and shareholders’ equity   $ 3,904,097                     $ 4,031,138                  
    Net interest income / interest rate spreads           $ 73,460       1.70 %           $ 93,691       2.47 %
    Net interest margin                     2.68 %                     3.31 %
                                                     
    Total cost of deposits   $ 3,055,450     $ 82,349       3.60 %   $ 3,105,095     $ 62,604       2.70 %
    Total cost of funds   $ 3,339,920     $ 88,719       3.55 %   $ 3,473,376     $ 72,700       2.80 %

    _______________
    (1) Includes income and average balances for interest-earning time deposits and other miscellaneous interest-earning assets.
    (2) Interest income and average rates for tax-exempt securities are presented on a tax-equivalent basis.
    (3) Average loan balances include nonaccrual loans. Interest income on loans includes the effects of discount accretion and net deferred loan origination fees and costs accounted for as yield adjustments.

    RBB BANCORP AND SUBSIDIARIES
    SELECTED FINANCIAL HIGHLIGHTS
    (Unaudited)
    		  
      At or for the Three Months Ended     At or for the Nine Months
    Ended September 30,    		  
      September 30,   June 30,     September 30,                  
        2024     2024     2023     2024     2023  
    Per share data (common stock)                                  
    Book value $ 28.81     $ 28.12     $ 26.45     $ 28.81     $ 26.45  
    Tangible book value(1) $ 24.64     $ 24.06     $ 22.53     $ 24.64     $ 22.53  
    Performance ratios                                  
    Return on average assets, annualized   0.72 %     0.76 %     0.83 %     0.76 %     1.01 %
    Return on average shareholders’ equity, annualized   5.47 %     5.69 %     6.66 %     5.82 %     8.14 %
    Return on average tangible common equity, annualized(1)   6.40 %     6.65 %     7.82 %     6.81 %     9.58 %
    Noninterest income to average assets, annualized   0.59 %     0.36 %     0.27 %     0.43 %     0.25 %
    Noninterest expense to average assets, annualized   1.78 %     1.79 %     1.65 %     1.76 %     1.80 %
    Yield on average earning assets   5.94 %     5.89 %     5.78 %     5.92 %     5.88 %
    Yield on average loans   6.13 %     6.04 %     5.99 %     6.08 %     6.09 %
    Cost of average total deposits(2)   3.63 %     3.59 %     3.14 %     3.60 %     2.70 %
    Cost of average interest-bearing deposits   4.39 %     4.36 %     3.83 %     4.35 %     3.37 %
    Cost of average interest-bearing liabilities   4.24 %     4.22 %     3.80 %     4.22 %     3.41 %
    Net interest spread   1.70 %     1.67 %     1.98 %     1.70 %     2.47 %
    Net interest margin   2.68 %     2.67 %     2.87 %     2.68 %     3.31 %
    Efficiency ratio(3)   57.51 %     62.38 %     55.59 %     59.90 %     53.64 %
    Common stock dividend payout ratio   41.03 %     41.03 %     35.56 %     39.34 %     30.00 %

    ____________________

    (1) Non-GAAP measure. See Non–GAAP reconciliations set forth at the end of this press release.
    (2) Total deposits include non-interest bearing deposits and interest-bearing deposits.
    (3) Ratio calculated by dividing noninterest expense by the sum of net interest income before provision for credit losses and noninterest income.

    RBB BANCORP AND SUBSIDIARIES
    SELECTED FINANCIAL HIGHLIGHTS
    (Unaudited)
    (Dollars in thousands)    		  
        At or for the quarter ended  
        September 30,     June 30,     September 30,  
        2024     2024     2023  
    Credit Quality Data:                        
    Special mention loans   $ 77,501     $ 19,520     $ 31,212  
    Special mention loans to total loans     2.51 %     0.64 %     1.00 %
    Substandard loans   $ 79,831     $ 63,076     $ 71,401  
    Substandard loans to total loans     2.58 %     2.07 %     2.29 %
    Loans 30-89 days past due, excluding nonperforming loans   $ 10,625     $ 11,270     $ 19,662  
    Loans 30-89 days past due, excluding nonperforming loans, to total loans     0.34 %     0.37 %     0.63 %
    Nonperforming loans   $ 60,662     $ 54,589     $ 40,146  
    OREO     —       —       284  
    Nonperforming assets   $ 60,662     $ 54,589     $ 40,430  
    Nonperforming loans to total loans     1.96 %     1.79 %     1.29 %
    Nonperforming assets to total assets     1.52 %     1.41 %     0.99 %
                             
    Allowance for loan losses   $ 43,685     $ 41,741     $ 42,430  
    Allowance for loan losses to total loans     1.41 %     1.37 %     1.36 %
    Allowance for loan losses to nonperforming loans     72.01 %     76.46 %     105.69 %
    Net charge-offs   $ 1,201     $ 551     $ 2,206  
    Net charge-offs to average loans     0.16 %     0.07 %     0.28 %
                             
    Capital ratios(1)                        
    Tangible common equity to tangible assets(2)     11.13 %     11.53 %     10.71 %
    Tier 1 leverage ratio     12.19 %     12.48 %     11.68 %
    Tier 1 common capital to risk-weighted assets     18.16 %     18.89 %     17.65 %
    Tier 1 capital to risk-weighted assets     18.74 %     19.50 %     18.22 %
    Total capital to risk-weighted assets     24.79 %     25.67 %     26.24 %

    ______________
    (1) September 30, 2024 capital ratios are preliminary.
    (2) Non-GAAP measure. See Non-GAAP reconciliations set forth at the end of this press release.

    RBB BANCORP AND SUBSIDIARIES
    SELECTED FINANCIAL HIGHLIGHTS
    (Unaudited)

    		  
    Loan Portfolio Detail   As of September 30, 2024   As of June 30, 2024     As of September 30, 2023  
    (dollars in thousands)   $   %   $       %   $       %
    Loans:                                          
    Commercial and industrial   $ 128,861   4.2 %   $ 126,649       4.2 %   $ 127,655       4.1 %
    SBA     48,089   1.6 %     50,323       1.7 %     50,420       1.6 %
    Construction and land development     180,196   5.8 %     202,459       6.6 %     259,778       8.3 %
    Commercial real estate (1)     1,252,682   40.5 %     1,190,207       39.1 %     1,164,210       37.3 %
    Single-family residential mortgages     1,473,396   47.7 %     1,467,802       48.2 %     1,505,307       48.2 %
    Other loans     8,672   0.2 %     10,272       0.2 %     13,582       0.5 %
    Total loans (2)   $ 3,091,896   100.0 %   $ 3,047,712       100.0 %   $ 3,120,952       100.0 %
    Allowance for loan losses     (43,685 )       (41,741 )             (42,430 )        
    Total loans, net   $ 3,048,211       $ 3,005,971             $ 3,078,522          

    _______________
    (1) Includes non-farm and non-residential loans, multi-family residential loans and non-owner occupied single family residential loans.
    (2) Net of discounts and deferred fees and costs of $467, $645, and $383 as of September 30, 2024, June 30, 2024, and September 30, 2023, respectively.

    Deposits   As of September 30, 2024   As of June 30, 2024     As of September 30, 2023  
    (dollars in thousands)   $   %   $       %   $       %
    Deposits:                                          
    Noninterest-bearing demand   $ 543,623   17.6 %   $ 542,971       18.0 %   $ 572,393       18.1 %
    Savings, NOW and money market accounts     666,089   21.5 %     647,770       21.4 %     608,020       19.3 %
    Time deposits, $250,000 and under     926,877   30.0 %     921,712       30.5 %     848,868       26.9 %
    Time deposits, greater than $250,000     808,304   26.1 %     790,478       26.1 %     687,365       21.8 %
    Wholesale deposits(1)     147,291   4.8 %     120,674       4.0 %     437,426       13.9 %
    Total deposits   $ 3,092,184   100.0 %   $ 3,023,605       100.0 %   $ 3,154,072       100.0 %

    ___________________
    (1) Includes brokered deposits, collateralized deposits from the State of California, and deposits acquired through internet listing services.

    Non-GAAP Reconciliations

    Tangible Book Value Reconciliations

    Tangible book value per share is a non-GAAP disclosure. Management measures tangible book value per share to assess the Company’s capital strength and business performance and believes this is helpful to investors as additional tools for further understanding our performance. The following is a reconciliation of tangible book value to the Company shareholders’ equity computed in accordance with GAAP, as well as a calculation of tangible book value per share as of September 30, 2024, June 30, 2024, and September 30, 2023.

                           
    (dollars in thousands, except share and per share data)   September 30,
    2024    		     June 30,
    2024    		     September 30,
    2023    		  
    Tangible common equity:                        
    Total shareholders’ equity   $ 509,728     $ 511,291     $ 502,511  
    Adjustments                        
    Goodwill     (71,498 )     (71,498 )     (71,498 )
    Core deposit intangible     (2,194 )     (2,394 )     (3,010 )
    Tangible common equity   $ 436,036     $ 437,399     $ 428,003  
    Tangible assets:                        
    Total assets-GAAP   $ 3,990,477     $ 3,868,186     $ 4,069,354  
    Adjustments                        
    Goodwill     (71,498 )     (71,498 )     (71,498 )
    Core deposit intangible     (2,194 )     (2,394 )     (3,010 )
    Tangible assets   $ 3,916,785     $ 3,794,294     $ 3,994,846  
    Common shares outstanding     17,693,416       18,182,154       18,995,303  
    Common equity to assets ratio     12.77 %     13.22 %     12.35 %
    Tangible common equity to tangible assets ratio     11.13 %     11.53 %     10.71 %
    Book value per share   $ 28.81     $ 28.12     $ 26.45  
    Tangible book value per share   $ 24.64     $ 24.06     $ 22.53  


    Return on Average Tangible Common Equity

    Management measures return on average tangible common equity (“ROATCE”) to assess the Company’s capital strength and business performance and believes this is helpful to investors as an additional tool for further understanding our performance. Tangible equity excludes goodwill and other intangible assets (excluding mortgage servicing rights), and is reviewed by banking and financial institution regulators when assessing a financial institution’s capital adequacy. This non-GAAP financial measure should not be considered a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures used by other companies. The following table reconciles ROATCE to its most comparable GAAP measure:

        Three Months Ended     Nine Months Ended September 30,  
    (dollars in thousands)   September 30,
    2024    		     June 30,
    2024    		     September 30,
    2023    		     2024     2023  
    Net income available to common shareholders   $ 6,999     $ 7,245     $ 8,473     $ 22,280     $ 30,392  
    Average shareholders’ equity     508,720       512,185       504,432       511,222       498,976  
    Adjustments:                                        
    Average goodwill     (71,498 )     (71,498 )     (71,498 )     (71,498 )     (71,498 )
    Average core deposit intangible     (2,326 )     (2,525 )     (3,165 )     (2,525 )     (3,398 )
    Adjusted average tangible common equity   $ 434,896     $ 438,162     $ 429,769     $ 437,199     $ 424,080  
    Return on average common equity     5.47 %     5.69 %     6.66 %     5.82 %     8.14 %
    Return on average tangible common equity     6.40 %     6.65 %     7.82 %     6.81 %     9.58 %

    The MIL Network –

  • MIL-OSI: CNB Financial Corporation Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    CLEARFIELD, Pa., Oct. 21, 2024 (GLOBE NEWSWIRE) — CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three and nine months ended September 30, 2024.

    Executive Summary

    • Net income available to common shareholders (“earnings”) was $12.9 million, or $0.61 per diluted share, for the three months ended September 30, 2024, compared to earnings of $11.9 million, or $0.56 per diluted share, for the three months ended June 30, 2024. The quarterly increase was a result of increases in both net interest income and non-interest income, partially offset by an increase in non-interest expense, as discussed in more detail below. The increase in third quarter 2024 earnings and diluted earnings per share when compared to the quarter ended September 30, 2023 earnings of $12.7 million, or $0.60 per diluted share, was primarily due to the increase in non-interest income, partially offset by an increase in non-interest expense.
    • Earnings were $36.3 million, or $1.72 per diluted share, for the nine months ended September 30, 2024, compared to earnings of $40.8 million, or $1.94 per diluted share, for the nine months ended September 30, 2023. The decrease in earnings and diluted earnings per share comparing the nine months ended September 30, 2024 to the nine months ended September 30, 2023 was primarily due to the rise in deposit costs year over year.
    • At September 30, 2024, loans totaled $4.5 billion, excluding the balances of syndicated loans. This adjusted total of $4.5 billion in loans represented an increase of $96.7 million, or 2.18% (8.69% annualized), compared to the same adjusted total loans measured as of June 30, 2024, and an increase of $153.4 million, or 3.51%, compared to the same adjusted total loans measured as of September 30, 2023. The increase in loans for the quarter ended September 30, 2024 compared to the quarter ended June 30, 2024 was primarily driven by qualitative commercial and industrial growth in the Erie and Columbus markets and continued growth in new commercial customer relationships in the Corporation’s recent expansion market of Roanoke, coupled with growth in CNB’s Private Banking division with notable activity in the Roanoke market. The year over year growth in loans as of September 30, 2024 compared to loans as of September 30, 2023 resulted primarily from growth in the Corporation’s continued expansion into the newer markets of Cleveland and Roanoke, combined with growth in the Columbus and Erie markets and CNB Bank’s Private Banking division.
      • At September 30, 2024, the Corporation’s balance sheet reflected an increase in syndicated lending balances of $15.5 million compared to June 30, 2024. The increase in syndicated lending balances was the result of the Corporation managing the level of its syndicated portfolio by ensuring its historical discipline of seeking high credit quality loans with favorable yields. Year over year, the Corporation’s balance sheet reported a decrease in syndicated lending balances of $53.6 million compared to September 30, 2023, resulting from scheduled paydowns or early payoffs of certain syndicated loans. The syndicated loan portfolio totaled $69.5 million, or 1.51% of total loans, at September 30, 2024, compared to $53.9 million, or 1.20% of total loans, at June 30, 2024 and $123.1 million, or 2.74% of total loans, at September 30, 2023. As noted above, the Corporation is closely managing the level of its syndicated loan portfolio while it focuses more resources on organic loan growth from its in-market customer relationships.
    • At September 30, 2024, total deposits were $5.2 billion, reflecting an increase of $106.1 million, or 2.08% (8.26% annualized), from the previous quarter ended June 30, 2024, and an increase of $214.2 million, or 4.28%, compared to total deposits measured as of September 30, 2023. The increase in deposit balances compared to June 30, 2024 was primarily attributable to an increase in noninterest-bearing business deposits and retail saving deposits. Additional deposit and liquidity profile details were as follows:
      • During the quarter ended September 30, 2024, the Corporation repositioned $135.0 million of brokered deposits from savings to certificates of deposits. Additionally, $50.0 million of maturing brokered certificates of deposit were replaced with a similar offering. The repositioning and replacement totaling $185.0 million during the quarter and reduced the weighted average annual percentage yield (“APY”) from 5.70% to a locked-in APY of 4.37%, for maturity periods ranging from 12-14 months. This adjustment is expected to result in an estimated annual interest expense savings of $2.5 million for the Corporation. The mix of brokered deposits of 3.55% of total deposits at September 30, 2024, remained stable with the mix of 3.58% of total deposits at June 30, 2024.
      • At September 30, 2024, the total estimated uninsured deposits for CNB Bank were approximately $1.5 billion, or approximately 28.50% of total CNB Bank deposits. However, when excluding $103.1 million of affiliate company deposits and $462.7 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $950.6 million, or approximately 17.87% of total CNB Bank deposits as of September 30, 2024.
        • The level of adjusted uninsured deposits at September 30, 2024 was relatively unchanged with the prior quarter end’s level. At June 30, 2024, the total estimated uninsured deposits for CNB Bank were approximately $1.5 billion, or approximately 29.00% of total CNB Bank deposits; however, when excluding $101.4 million of affiliate company deposits and $460.7 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $949.8 million, or approximately 18.22% of total CNB Bank deposits as of June 30, 2024.
      • At September 30, 2024, the average deposit balance per account for CNB Bank was approximately $33 thousand, which generally remained consistent with the average deposit balance per account from recent quarters. CNB Bank had increases in the volume of business deposits, as well as retail customer household deposits, including those added after the 2023 launches of (i) CNB Bank’s “At Ease” account, a service for U.S. service member and veteran families, and (ii) CNB’s women-focused banking division, Impressia Bank.
      • At September 30, 2024, the Corporation had $282.0 million of cash equivalents held in CNB Bank’s interest-bearing deposit account at the Federal Reserve. These excess funds, when combined with collective contingent liquidity resources of $4.5 billion including (i) available borrowing capacity from the Federal Home Bank of Pittsburgh (“FHLB”) and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, resulted in the total on-hand and contingent liquidity sources for the Corporation as of September 30, 2024 to be approximately 5.0 times the estimated amount of adjusted uninsured deposit balances discussed above.
    • At September 30, 2024, June 30, 2024 and September 30, 2023, the Corporation had no outstanding short-term borrowings from the FHLB or the Federal Reserve’s Discount Window.
    • At September 30, 2024, the Corporation’s pre-tax net unrealized losses on available-for-sale and held-to-maturity securities totaled approximately $62.5 million, or 10.30% of total shareholders’ equity, compared to $84.1 million, or 14.33% of total shareholders’ equity, at June 30, 2024. The change in unrealized losses was primarily due to changes in the yield curve in the third quarter of 2024 compared to the second quarter of 2024, coupled with the Corporation’s scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would still exceed regulatory “well-capitalized” levels as of both September 30, 2024 and June 30, 2024 if the net unrealized losses at the respective dates were fully recognized. Additionally, the Corporation maintained $102.0 million of liquid funds at its holding company, which more than covers the $62.5 million in unrealized losses on investments held primarily in its wholly-owned banking subsidiary, as an immediately available source of contingent capital to be down-streamed to CNB Bank, if necessary.
    • Total nonperforming assets were approximately $42.0 million, or 0.70% of total assets, as of September 30, 2024, compared to $36.5 million, or 0.62% of total assets, as of June 30, 2024, and $29.3 million, or 0.51% of total assets, as of September 30, 2023. The increase in nonperforming assets for the three months ended September 30, 2024 compared to the three months ended June 30, 2024 was primarily due to one commercial relationship (consisting of various loan types) totaling $7.9 million with a specific reserve balance of $2.2 million. Management does not believe there is risk of significant additional loss exposures beyond the specific reserves related to this loan relationship. The increase in non-performing assets at September 30, 2024 compared to September 30, 2023 was due to the loan relationship discussed above, as well as certain commercial and industrial relationships as previously disclosed in the fourth quarter of 2023 and second quarter of 2024, and a commercial real estate relationship as previously disclosed in the third quarter of 2023. For the three months ended September 30, 2024, net loan charge-offs were $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, compared to $2.8 million, or 0.25% (annualized) of average total loans and loans held for sale, during the three months ended June 30, 2024, and $732 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2023.
    • Pre-provision net revenue (“PPNR”), a non-GAAP measure, was $19.7 million for the three months ended September 30, 2024, compared to $18.6 million and $18.2 million for the three months ended June 30, 2024 and September 30, 2023, respectively.1 The third quarter 2024 PPNR, when compared to the second quarter of 2024, reflected improvements in net interest income and non-interest income, partially offset by higher non-interest expense. The increase in PPNR for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, was primarily attributable to the increase in non-interest income. PPNR was $55.0 million for the nine months ended September 30, 2024 compared to $59.4 million for the nine months ended September 30, 2023.1 The decrease in PPNR for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily attributable to the significant year-over-year increase in deposit costs, coupled with increases in certain personnel costs (primarily from new offices and personnel added in expansion markets), as well as additional technology expenses for recently completed full implementation of business development and customer relationship management applications.

    1 This release contains references to certain financial measures that are not defined under U.S. Generally Accepted Accounting Principles (“GAAP”). Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. A reconciliation of these non-GAAP financial measures is provided in the “Reconciliation of Non-GAAP Financial Measures” section.

    Michael Peduzzi, President and CEO of both the Corporation and CNB Bank, commented on the Corporation’s positive quarterly results, stating, “CNB’s performance for the third quarter of 2024 was much in alignment with themes in a time of year when so many sports are active. We continue to have a strong defense with our traditionally sound loan and investment underwriting, disciplined loan and deposit pricing, and solid risk management practices. This was complemented by a solid offensive push as we translated pipeline activity and qualified business leads into sound loan growth, and an expansion of the number of relationships and accounts in our deposit base, all leading to notable increases in revenues. Further, thanks to effective “special team” efforts by our Finance team, we closely monitored market conditions and took advantage of an opportunity to realize substantial interest expense savings by repositioning a large portion of wholesale funding sources.

    The Corporation’s team across our entire footprint continues to be focused on controlling staffing levels and overhead cost management, while expanding the use of the Corporation’s previous investments in key sales and customer experience technologies. Our playbook for implementing our overall strategy remains the same – to maintain a team of motivated and engaged employees delivering products and services to achieve mutually beneficial and sustainable success for our clients and investors.”

    Other Balance Sheet Highlights

    • Book value per common share was $26.13 at September 30, 2024, reflecting an increase from $25.19 at June 30, 2024 and $23.52 at September 30, 2023. Tangible book value per common share, a non-GAAP measure, was $24.03 as of September 30, 2024, reflecting an increase of $0.94, or 16.20% (annualized) from $23.09 as of June 30, 2024 and a year-over-year increase of $2.63, or 12.29%, from $21.40 as of September 30, 2023.1 The increases in book value per common share and tangible book value per common share compared to June 30, 2024 were primarily due to a $9.1 million increase in retained earnings and a $10.1 million decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the past three months. The increases in book value per common share and tangible book value per common share compared to September 30, 2023 were primarily due to (i) a $34.4 million increase in retained earnings over the twelve months ended September 30, 2024, (ii) the Corporation’s repurchase of 23,988 common shares at a weighted average price of $18.38 in the second quarter of 2024, and (iii) a $21.2 million decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the past twelve months.

    Loan Portfolio Profile

    • As part of our lending policy and risk management activities, the Corporation tracks lending exposure by industry classification and type to determine potential risks associated with industry concentrations, and if any concentration risk issues could lead to additional credit loss exposure. In the current post-pandemic and relatively inflationary economic environment, the Corporation has continued to evaluate its exposure to the office, hospitality, and multifamily industries within its commercial real estate portfolio. Even given the Corporation’s historically sound underwriting protocols and high credit quality ratings for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At September 30, 2024, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios:
    • Commercial office loans:
      • There were 114 outstanding loans, totaling $117.0 million, or 2.55%, of the Corporation loans outstanding;
      • There were no nonaccrual commercial office loans at September 30, 2024;
      • There was one past due commercial office loan that totaled $214 thousand, or 0.18% of total commercial office loans outstanding at September 30, 2024; and
      • The average outstanding balance per commercial office loan was $1.0 million.
    • Commercial hospitality loans:
      • There were 173 outstanding loans, totaling $320.6 million, or 6.98%, of total Corporation loans outstanding;
      • There were no nonaccrual commercial hospitality loans at September 30, 2024;
      • There were no past due commercial hospitality loans at September 30, 2024; and
      • The average outstanding balance per commercial hospitality loan was $1.9 million.
    • Commercial multifamily loans:
      • There were 225 outstanding loans, totaling $349.1 million, or 7.60%, of total Corporation loans outstanding;
      • There was one nonaccrual commercial multifamily loan that totaled $268 thousand, or 0.08% of total multifamily loans outstanding. The one customer relationship did not have a related specific loss reserve at September 30, 2024
      • There were two past due commercial office loans that totaled $760 thousand, or 0.22% of total commercial multifamily loans outstanding at September 30, 2024; and
      • The average outstanding balance per commercial multifamily loan was $1.6 million.

    The Corporation had no commercial office, hospitality or multifamily loan relationships considered by the banking regulators to be a high volatility commercial real estate credit (“HVCRE”).

    Performance Ratios

    • Annualized return on average equity was 9.28% for the three months ended September 30, 2024, compared to 8.94% and 9.80% for the three months ended June 30, 2024 and September 30, 2023, respectively. Annualized return on average equity was 9.01% for the nine months ended September 30, 2024 compared to 10.74% for the nine months ended September 30, 2023.
    • Annualized return on average tangible common equity, a non-GAAP measure, was 10.33% for the three months ended September 30, 2024, compared to 9.93% and 11.07% for the three months ended June 30, 2024 and September 30, 2023, respectively.1 Annualized return on average tangible common equity, a non-GAAP measure, was 10.01% for the nine months ended September 30, 2024 compared to 12.23% for the nine months ended September 30, 2023.1
    • The Corporation’s efficiency ratio was 66.34% for the three months ended September 30, 2024, compared to 65.94% and 67.00% for the three months ended June 30, 2024 and September 30, 2023, respectively. The efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure, was 65.58% for the three months ended September 30, 2024, compared to 65.20% and 66.26% for the three months ended June 30, 2024 and September 30, 2023, respectively.1 The increase for the three months ended September 30, 2024 compared to the three months ended June 30, 2024 was primarily the result of an increase in incentive compensation related accruals which are based on various components of the Corporation’s financial performance for the year.
    • The Corporation’s efficiency ratio was 67.10% for the nine months ended September 30, 2024, compared to 64.26% for the nine months ended September 30, 2023. The efficiency ratio on a fully tax-equivalent basis, a non-GAAP ratio, was 66.34% for the nine months ended September 30, 2024, compared to 63.60% the nine months ended September 30, 2023.1

    Revenue

    • Total revenue (net interest income plus non-interest income) was $58.5 million for the three months ended September 30, 2024, compared to $54.6 million and $55.1 million for the three months ended June 30, 2024 and September 30, 2023, respectively.
      • Net interest income was $47.5 million for the three months ended September 30, 2024, compared to $45.7 million and $47.2 million, for the three months ended June 30, 2024 and September 30, 2023, respectively. When comparing the third quarter of 2024 to the second quarter of 2024, the difference in net interest income of $1.8 million, or 3.87% (15.39% annualized), reflected the increase in total loans outstanding quarter over quarter, partially offset by targeted interest-bearing deposit rate increases to ensure both deposit relationship retention and new deposit growth in the Corporation’s markets.
      • Net interest margin was 3.43%, 3.36% and 3.55% for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.42%, 3.34% and 3.53% for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023, respectively.1 
        • The yield on earning assets of 5.98% for the three months ended September 30, 2024 increased 9 basis points from June 30, 2024 and increased 35 basis points from September 30, 2023. The increases in yield compared to June 30, 2024 and September 30, 2023 were attributable to the net benefit of higher interest rates on both variable-rate loans and new loan production.
        • The cost of interest-bearing liabilities of 3.21% for the three months ended September 30, 2024 increased 4 basis points from June 30, 2024 and 55 basis points from September 30, 2023 primarily as a result of the Corporation’s targeted interest-bearing deposit rate increases for deposit retention and growth initiatives given the competitive environment resulting from the numerous Federal Reserve rate hikes since the first quarter of 2022.
    • Total revenue was $167.2 million for the nine months ended September 30, 2024 compared to $166.3 million for the nine months ended September 30, 2023.
      • Net interest income was $138.4 million for the nine months ended September 30, 2024 compared to $142.1 million for the nine months ended September 30, 2023. When comparing the nine months ended September 30, 2024 to the nine months ended September 30, 2023, the decrease in net interest income of $3.7 million, or 2.61% (3.49% annualized), was due to loan growth and the benefits of the impact of higher interest rates resulting in greater income on variable-rate loans, coupled with a higher average balance of interest-bearing deposits with the Federal Reserve, being more than offset by an increase in the Corporation’s interest expense as a result of targeted interest-bearing deposit rate increases to ensure both deposit growth and retention.
      • Net interest margin was 3.40% and 3.66% for the nine months ended September 30, 2024 and 2023, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.38% and 3.64% for the nine months ended September 30, 2024 and 2023, respectively.1 
        • The yield on earning assets of 5.89% for the nine months ended September 30, 2024 increased 41 basis points from September 30, 2023. The increase in yield compared to September 30, 2023 was attributable to the net benefit of higher interest rates on both variable-rate loans and new loan production.
        • The cost of interest-bearing liabilities of 3.14% for the nine months ended September 30, 2024 increased 80 basis points from September 30, 2023 primarily as a result of the Corporation’s targeted interest-bearing deposit rate increases for deposit retention and growth initiatives given the competitive environment resulting from the numerous Federal Reserve rate hikes since the first quarter of 2022. The Federal Reserve rate decrease announced in mid-September 2024, being only effective for a short period of time in the quarter, had no significant impact on the Corporation’s third quarter results.
    • Total non-interest income was $11.0 million for the three months ended September 30, 2024 compared to $8.9 million and $7.9 million for the three months ended June 30, 2024 and September 30, 2023, respectively. During the three months ended September 30, 2024, notable changes compared to the three months ended June 30, 2024 included increases in net realized and unrealized gains on equity securities and higher pass-through income from small business investment companies (“SBICs”). The increase in third quarter 2024 noninterest income compared to the three months ended September 30, 2023 was primarily due to higher pass-through income from SBICs and net realized and unrealized gains on equity securities.
    • Total non-interest income was $28.8 million for the nine months ended September 30, 2024 compared to $24.2 million for the nine months ended September 30, 2023. This increase was primarily due to higher pass-through income from SBICs coupled with an increase in net realized and unrealized gains on equity securities.

    Non-Interest Expense

    • For the three months ended September 30, 2024 total non-interest expense was $38.8 million, compared to $36.0 million and $36.9 million for the three months ended June 30, 2024 and September 30, 2023, respectively. The increase of $2.8 million, or 7.77%, from the three months ended June 30, 2024 was primarily a result of an increase in salaries and benefits, card processing and interchange expenses, and other non-interest expenses. The increase in salaries and benefits resulted primarily from an increase in incentive compensation accruals, which are based on various components of the Corporation’s financial performance for the year, coupled with the timing of profit-sharing accruals. The increase in card processing and interchange expenses related primarily to corporate cardholder rewards program accrual, while the increase in other non-interest expenses was primarily driven by the timing of expenditures and business generation related expenses. The increase in non-interest expense compared to the three months ended September 30, 2023 was primarily attributable to higher salaries and benefits driven by costs for personnel added for new offices in expansion markets, an increase in personnel costs related to annual merit increases, increases in health insurance costs, and contractual renewal increases in the Corporation’s investments in technology applications.
    • For the nine months ended September 30, 2024 total non-interest expense was $112.2 million, compared to $106.9 million for the nine months ended September 30, 2023. The increase of $5.3 million, or 4.96%, from the nine months ended September 30, 2023 was primarily a result of an increase in salaries and benefits and technology expenses, partially offset by a decrease in card processing and interchange expenses. The increase in salaries and benefits was driven by an increase in personnel costs related to annual merit increases and growth in the Corporation’s staff and new offices in its expansion markets, while the increase in technology was primarily due to year-over-year investments in technology applications aimed at enhancing both customer online banking capabilities, customer call center communications, and in-branch technology delivery channels. The decrease in card processing and interchange expenses related to the changes made by the Corporation to its cardholder rewards program.

    Income Taxes

    • Income tax expense for the three months ended September 30, 2024 was $3.3 million, representing a 19.31% effective tax rate, compared to $3.0 million, representing an 19.03% effective tax rate, for the three months ended June 30, 2024 and $3.4 million, representing a 19.86% effective tax rate, for the three months ended September 30, 2023. Income tax expense for the nine months ended September 30, 2024 was $9.2 million, representing an 18.92% effective tax rate compared to $10.6 million, representing a 19.47% effective tax rate, for the nine months ended September 30, 2023.

    Asset Quality

    • Total nonperforming assets were approximately $42.0 million, or 0.70% of total assets, as of September 30, 2024, compared to $36.5 million, or 0.62% of total assets, as of June 30, 2024, and $29.3 million, or 0.51% of total assets, as of September 30, 2023, as discussed above.
    • The allowance for credit losses measured as a percentage of total loans was 1.02% as of September 30, 2024 compared to 1.02% as of both June 30, 2024 and September 30, 2023. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 117.03% as of September 30, 2024, compared to 130.88% and 169.34% as of June 30, 2024 and September 30, 2023, respectively. The change in the allowance for credit losses as a percentage of nonaccrual loans was primarily attributable to the levels of nonperforming assets, as discussed above.
    • The provision for credit losses was $2.4 million for the three months ended September 30, 2024, compared to $2.6 million and $1.1 million for the three months ended June 30, 2024 and September 30, 2023, respectively. The $1.3 million increase in the provision expense for the third quarter of 2024 compared to the third quarter of 2023 was primarily a result of higher loan portfolio growth and increased net loan charge-offs in the third quarter of 2024 compared to the third quarter of 2023.
    • For the three months ended September 30, 2024, net loan charge-offs were $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, compared to $2.8 million, or 0.25% (annualized) of average total loans and loans held for sale, during the three months ended June 30, 2024, and $732 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2023.
    • For the nine months ended September 30, 2024, net loan charge-offs were $5.4 million, or 0.16% (annualized) of average total loans and loans held for sale, compared to $2.2 million, or 0.07% (annualized) of average total loans and loans held for sale, during the nine months ended September 30, 2023, with most of the larger year-to-date charge-offs being as previously disclosed occurring in the first and second quarter of 2024.

    Capital

    • As of September 30, 2024, the Corporation’s total shareholders’ equity was $606.4 million, representing an increase of $19.7 million, or 3.35% (13.33% annualized), from June 30, 2024 and an increase of $57.2 million, or 10.41%, from September 30, 2023 primarily due to an increase in the Corporation’s retained earnings (net income, partially offset by the common and preferred stock dividends paid) and a decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the past twelve months. The additions to shareholders equity from retained earnings were partially offset by the Corporation’s repurchase of its common stock, as discussed above.
    • Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of September 30, 2024, consistent with prior periods.
    • As of September 30, 2024, the Corporation’s ratio of common shareholders’ equity to total assets was 9.12% compared to 8.99% at June 30, 2024 and 8.57% at September 30, 2023. As of September 30, 2024, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.45% compared to 8.30% at June 30, 2024 and 7.86% at September 30, 2023. The increases compared to June 30, 2024 and September 30, 2023 were primarily the result of an increase in retained earnings coupled with a decrease in accumulated other comprehensive loss, as discussed above.1

    About CNB Financial Corporation

    CNB Financial Corporation is a financial holding company with consolidated assets of approximately $6.0 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, two loan production offices, one drive-up office, one mobile office, and 54 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; and Impressia Bank, a division focused on banking opportunities for women, which operates in CNB Bank’s primary market areas. Additional information about CNB Financial Corporation may be found at http://www.CNBBank.bank.

    Forward-Looking Statements

    This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Corporation’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Corporation’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” The Corporation’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) adverse changes or conditions in capital and financial markets, including actual or potential stresses in the banking industry; (ii) changes in interest rates; the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs; (iv) effectiveness of our data security controls in the face of cyber attacks and any reputational risks following a cybersecurity incident; (v) changes in general business, industry or economic conditions or competition; (vi) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vii) higher than expected costs or other difficulties related to integration of combined or merged businesses; (viii) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (ix) changes in the quality or composition of our loan and investment portfolios; (x) adequacy of loan loss reserves; (xi) increased competition; (xii) loss of certain key officers; (xiii) deposit attrition; (xiv) rapidly changing technology; (xv) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xvi) changes in the cost of funds, demand for loan products or demand for financial services; and (xvii) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on the Corporation’s financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in the Corporation’s annual and quarterly reports filed with the Securities and Exchange Commission.

    The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. Factors or events that could cause the Corporation’s actual results to differ may emerge from time to time, and it is not possible for the Corporation to predict all of them. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

      Three Months Ended   Nine Months Ended
      September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023    		   September 30,
    2024    		   September 30,
    2023
    Income Statement                  
    Interest and fees on loans $ 75,725     $ 72,142     $ 70,980     $ 219,380     $ 200,206  
    Interest and dividends on securities and cash and cash equivalents   7,510       8,510       4,536       22,412       14,279  
    Interest expense   (35,749 )     (34,935 )     (28,280 )     (103,367 )     (72,353 )
    Net interest income   47,486       45,717       47,236       138,425       142,135  
    Provision for credit losses   2,381       2,591       1,056       6,292       4,751  
    Net interest income after provision for credit losses   45,105       43,126       46,180       132,133       137,384  
    Non-interest income                  
    Wealth and asset management fees   2,060       2,007       1,833       5,869       5,567  
    Service charges on deposit accounts   1,790       1,794       1,861       5,278       5,569  
    Other service charges and fees   796       712       567       2,203       2,283  
    Net realized gains (losses) on available-for-sale securities   (9 )     —       —       (9 )     52  
    Net realized and unrealized gains (losses) on equity securities   656       (80 )     (400 )     767       (930 )
    Mortgage banking   197       187       172       580       516  
    Bank owned life insurance   775       784       754       2,326       2,211  
    Card processing and interchange income   2,241       2,187       2,098       6,444       6,219  
    Other non-interest income   2,467       1,274       978       5,335       2,711  
    Total non-interest income   10,973       8,865       7,863       28,793       24,198  
    Non-interest expenses                  
    Salaries and benefits   19,572       17,676       17,758       56,035       51,862  
    Net occupancy expense of premises   3,701       3,580       3,596       10,921       10,790  
    Technology expense   5,417       5,573       5,232       16,062       14,677  
    Advertising expense   623       553       840       1,861       2,085  
    State and local taxes   1,256       1,237       1,028       3,636       3,108  
    Legal, professional, and examination fees   940       1,119       1,320       3,231       3,167  
    FDIC insurance premiums   846       1,018       1,027       2,854       2,901  
    Card processing and interchange expenses   1,193       878       1,207       3,250       4,269  
    Other non-interest expense   5,236       4,355       4,906       14,347       14,033  
    Total non-interest expenses   38,784       35,989       36,914       112,197       106,892  
    Income before income taxes   17,294       16,002       17,129       48,729       54,690  
    Income tax expense   3,340       3,045       3,402       9,218       10,647  
    Net income   13,954       12,957       13,727       39,511       44,043  
    Preferred stock dividends   1,076       1,075       1,076       3,226       3,226  
    Net income available to common shareholders $ 12,878     $ 11,882     $ 12,651     $ 36,285     $ 40,817  
                       
    Ending shares outstanding   20,994,730       20,998,117       20,895,634       20,994,730       20,895,634  
    Average diluted common shares outstanding   20,911,862       20,893,396       20,899,744       20,895,538       20,979,032  
    Diluted earnings per common share $ 0.61     $ 0.56     $ 0.60     $ 1.72     $ 1.94  
    Cash dividends per common share $ 0.180     $ 0.175     $ 0.175     $ 0.530     $ 0.525  
    Dividend payout ratio   30 %     31 %     29 %     31 %     27 %

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

      Three Months Ended   Nine Months Ended
      September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023    		   September 30,
    2024    		   September 30,
    2023
    Average Balances                  
    Total loans and loans held for sale $ 4,536,702     $ 4,441,633     $ 4,485,017     $ 4,469,321     $ 4,373,648  
    Investment securities   722,577       734,087       749,352       729,273       771,457  
    Total earning assets   5,503,832       5,465,645       5,273,758       5,440,145       5,194,485  
    Total assets   5,907,115       5,854,978       5,647,491       5,831,002       5,561,649  
    Noninterest-bearing deposits   795,771       761,270       792,193       764,770       805,513  
    Interest-bearing deposits   4,319,606       4,321,678       4,109,360       4,290,247       3,976,820  
    Shareholders’ equity   597,984       583,221       555,464       586,017       548,034  
    Tangible common shareholders’ equity (non-GAAP) (1)   496,091       481,309       453,493       484,105       446,048  
                       
    Average Yields (annualized)                  
    Total loans and loans held for sale   6.66 %     6.55 %     6.30 %     6.57 %     6.14 %
    Investment securities   2.19 %     2.14 %     1.96 %     2.11 %     1.96 %
    Total earning assets   5.98 %     5.89 %     5.63 %     5.89 %     5.48 %
    Interest-bearing deposits   3.19 %     3.15 %     2.62 %     3.11 %     2.27 %
    Interest-bearing liabilities   3.21 %     3.17 %     2.66 %     3.14 %     2.34 %
                       
    Performance Ratios (annualized)                  
    Return on average assets   0.94 %     0.89 %     0.96 %     0.91 %     1.06 %
    Return on average equity   9.28 %     8.94 %     9.80 %     9.01 %     10.74 %
    Return on average tangible common equity (non-GAAP) (1)   10.33 %     9.93 %     11.07 %     10.01 %     12.23 %
    Net interest margin, fully tax equivalent basis (non-GAAP) (1)   3.42 %     3.34 %     3.53 %     3.38 %     3.64 %
    Efficiency Ratio, fully tax equivalent basis (non-GAAP) (1)   65.58 %     65.20 %     66.26 %     66.34 %     63.60 %
                       
    Net Loan Charge-Offs                  
    CNB Bank net loan charge-offs $ 837     $ 2,348     $ 381     $ 4,063     $ 955  
    Holiday Financial net loan charge-offs   383       456       351       1,305       1,252  
    Total Corporation net loan charge-offs $ 1,220     $ 2,804     $ 732     $ 5,368     $ 2,207  
    Annualized net loan charge-offs / average total loans and loans held for sale   0.11 %     0.25 %     0.06 %     0.16 %     0.07 %

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

      September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023
    Ending Balance Sheet          
    Cash and due from banks $ 75,214     $ 56,031     $ 61,529  
    Interest-bearing deposits with Federal Reserve   281,972       271,943       117,632  
    Interest-bearing deposits with other financial institutions   3,723       3,171       3,424  
    Total cash and cash equivalents   360,909       331,145       182,585  
    Debt securities available-for-sale, at fair value   378,965       359,900       335,122  
    Debt securities held-to-maturity, at amortized cost   328,152       354,569       391,301  
    Equity securities   10,389       9,654       8,948  
    Loans held for sale   768       642       464  
    Loans receivable          
    Syndicated loans   69,470       53,938       123,090  
    Loans   4,522,438       4,425,754       4,369,084  
    Total loans receivable   4,591,908       4,479,692       4,492,174  
    Less: allowance for credit losses   (46,644 )     (45,532 )     (45,832 )
    Net loans receivable   4,545,264       4,434,160       4,446,342  
    Goodwill and other intangibles   43,874       43,874       43,874  
    Core deposit intangible   223       241       299  
    Other assets   346,300       352,386       322,973  
    Total Assets $ 6,014,844     $ 5,886,571     $ 5,731,908  
               
    Noninterest-bearing demand deposits $ 841,292     $ 762,918     $ 782,996  
    Interest-bearing demand deposits   681,056       693,074       781,309  
    Savings   3,040,769       3,140,505       2,883,736  
    Certificates of deposit   653,832       514,348       554,740  
    Total deposits   5,216,949       5,110,845       5,002,781  
    Subordinated debentures   20,620       20,620       20,620  
    Subordinated notes, net of issuance costs   84,495       84,419       84,191  
    Other liabilities   86,417       83,987       75,104  
    Total liabilities   5,408,481       5,299,871       5,182,696  
    Common stock   —       —       —  
    Preferred stock   57,785       57,785       57,785  
    Additional paid in capital   219,304       218,756       220,100  
    Retained earnings   371,086       361,987       336,690  
    Treasury stock   (4,516 )     (4,438 )     (6,862 )
    Accumulated other comprehensive loss   (37,296 )     (47,390 )     (58,501 )
    Total shareholders’ equity   606,363       586,700       549,212  
    Total liabilities and shareholders’ equity $ 6,014,844     $ 5,886,571     $ 5,731,908  
               
    Book value per common share $ 26.13     $ 25.19     $ 23.52  
    Tangible book value per common share (non-GAAP) (1) $ 24.03     $ 23.09     $ 21.40  

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

      September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023
    Capital Ratios          
    Tangible common equity / tangible assets (non-GAAP) (1)   8.45 %     8.30 %     7.86 %
    Tier 1 leverage ratio (2)   10.59 %     10.56 %     10.50 %
    Common equity tier 1 ratio (2)   11.64 %     11.71 %     11.21 %
    Tier 1 risk-based ratio (2)   13.30 %     13.41 %     12.92 %
    Total risk-based ratio (2)   16.06 %     16.20 %     15.68 %
               
    Asset Quality Detail          
    Nonaccrual loans $ 39,855     $ 34,788     $ 27,065  
    Loans 90+ days past due and accruing   666       112       231  
    Total nonperforming loans   40,521       34,900       27,296  
    Other real estate owned   1,514       1,641       2,039  
    Total nonperforming assets $ 42,035     $ 36,541     $ 29,335  
               
    Asset Quality Ratios          
    Nonperforming assets / Total loans + OREO   0.92 %     0.82 %     0.65 %
    Nonperforming assets / Total assets   0.70 %     0.62 %     0.51 %
    Ratio of allowance for credit losses on loans to nonaccrual loans   117.03 %     130.88 %     169.34 %
    Allowance for credit losses / Total loans   1.02 %     1.02 %     1.02 %
               
               
    Consolidated Financial Data Notes:          
    (1) Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).
    (2) Capital ratios as of September 30, 2024 are estimated pending final regulatory filings.

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

      Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
      Three Months Ended,
      September 30, 2024   June 30, 2024   September 30, 2023
      Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.    		   Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.    		   Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.
    ASSETS:                                  
    Securities:                                  
    Taxable (1) (4) $ 690,098     2.14 %   $ 3,980   $ 702,036     2.09 %   $ 3,941   $ 711,299     1.89 %   $ 3,674
    Tax-exempt (1) (2) (4)   25,368     2.57       178     25,088     2.59       178     29,455     2.55       204
    Equity securities (1) (2)   7,111     5.71       102     6,963     5.72       99     8,598     5.58       121
    Total securities (4)   722,577     2.19       4,260     734,087     2.14       4,218     749,352     1.96       3,999
    Loans receivable:                                  
    Commercial (2) (3)   1,457,192     7.02       25,708     1,416,476     6.85       24,133     1,516,942     6.72       25,693
    Mortgage and loans held for sale (2) (3)   2,947,787     6.25       46,278     2,897,473     6.15       44,331     2,834,576     5.83       41,618
    Consumer (3)   131,723     11.93       3,950     127,684     12.17       3,863     133,499     11.51       3,874
    Total loans receivable (3)   4,536,702     6.66       75,936     4,441,633     6.55       72,327     4,485,017     6.30       71,185
    Interest-bearing deposits with the Federal Reserve and other financial institutions   244,553     5.33       3,279     289,925     5.99       4,321     39,389     5.78       574
    Total earning assets   5,503,832     5.98     $ 83,475     5,465,645     5.89     $ 80,866     5,273,758     5.63     $ 75,758
    Noninterest-bearing assets:                                  
    Cash and due from banks   58,472               53,710               55,502          
    Premises and equipment   118,404               112,386               109,854          
    Other assets   272,377               268,930               254,106          
    Allowance for credit losses   (45,970 )             (45,693 )             (45,729 )        
    Total non interest-bearing assets   403,283               389,333               373,733          
    TOTAL ASSETS $ 5,907,115             $ 5,854,978             $ 5,647,491          
    LIABILITIES AND SHAREHOLDERS’ EQUITY:                                  
    Demand—interest-bearing $ 682,690     0.86 %   $ 1,477   $ 713,431     0.76 %   $ 1,342   $ 813,264     0.52 %   $ 1,061
    Savings   3,076,351     3.55       27,461     3,097,598     3.57       27,464     2,788,499     3.13       22,004
    Time   560,565     4.03       5,684     510,649     3.93       4,988     507,597     3.16       4,048
    Total interest-bearing deposits   4,319,606     3.19       34,622     4,321,678     3.15       33,794     4,109,360     2.62       27,113
    Short-term borrowings   —     0.00       —     —     0.00       —     6,101     5.66       87
    Finance lease liabilities   236     5.06       3     259     4.66       3     328     4.84       4
    Subordinated notes and debentures   105,077     4.26       1,124     105,001     4.36       1,138     104,773     4.07       1,076
    Total interest-bearing liabilities   4,424,919     3.21     $ 35,749     4,426,938     3.17     $ 34,935     4,220,562     2.66     $ 28,280
    Demand—noninterest-bearing   795,771               761,270               792,193          
    Other liabilities   88,441               83,549               79,272          
    Total Liabilities   5,309,131               5,271,757               5,092,027          
    Shareholders’ equity   597,984               583,221               555,464          
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 5,907,115             $ 5,854,978             $ 5,647,491          
    Interest income/Earning assets     5.98 %   $ 83,475       5.89 %   $ 80,866       5.63 %   $ 75,758
    Interest expense/Interest-bearing liabilities     3.21       35,749       3.17       34,935       2.66       28,280
    Net interest spread     2.77 %   $ 47,726       2.72 %   $ 45,931       2.97 %   $ 47,478
    Interest income/Earning assets     5.98 %     83,475       5.89 %     80,866       5.63 %     75,758
    Interest expense/Earning assets     2.56       35,749       2.55       34,935       2.10       28,280
    Net interest margin (fully tax-equivalent)     3.42 %   $ 47,726       3.34 %   $ 45,931       3.53 %   $ 47,478
     
    _____________________________________________
    (1)     Includes unamortized discounts and premiums.
    (2) Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023 was $240 thousand, $214 thousand and $242 thousand, respectively.
    (3) Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.
    (4) Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023 was $(51.1) million, $(59.2) million and $(61.1) million, respectively.

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

      Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
      Nine Months Ended,
      September 30, 2024   September 30, 2023
      Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.    		   Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.
    ASSETS:                      
    Securities:                      
    Taxable (1) (4) $ 696,259     2.06 %   $ 11,572   $ 729,787     1.89 %   $ 11,140
    Tax-exempt (1) (2) (4)   26,063     2.58       547     31,025     2.60       646
    Equity securities (1) (2)   6,951     5.69       296     10,645     4.97       396
    Total securities (4)   729,273     2.11       12,415     771,457     1.96       12,182
    Loans receivable:                      
    Commercial (2) (3)   1,434,545     6.92       74,360     1,512,575     6.49       73,423
    Mortgage and loans held for sale (2) (3)   2,905,301     6.16       134,012     2,733,423     5.70       116,439
    Consumer (3)   129,475     11.96       11,591     127,650     11.50       10,978
    Total loans receivable (3)   4,469,321     6.57       219,963     4,373,648     6.14       200,840
    Interest-bearing deposits with the Federal Reserve and other financial institutions   241,551     5.58       10,085     49,380     6.01       2,221
    Total earning assets   5,440,145     5.89     $ 242,463     5,194,485     5.48     $ 215,243
    Noninterest-bearing assets:                      
    Cash and due from banks   55,243               54,494          
    Premises and equipment   113,629               107,016          
    Other assets   267,797               250,210          
    Allowance for credit losses   (45,812 )             (44,556 )        
    Total non interest-bearing assets   390,857               367,164          
    TOTAL ASSETS $ 5,831,002             $ 5,561,649          
    LIABILITIES AND SHAREHOLDERS’ EQUITY:                      
    Demand—interest-bearing $ 711,911     0.75 %   $ 4,014   $ 878,955     0.54 %   $ 3,545
    Savings   3,046,518     3.53       80,536     2,581,604     2.75       53,070
    Time   531,818     3.87       15,414     516,261     2.79       10,775
    Total interest-bearing deposits   4,290,247     3.11       99,964     3,976,820     2.27       67,390
    Short-term borrowings   —     0.00       —     47,094     5.07       1,787
    Finance lease liabilities   259     4.64       9     350     4.58       12
    Subordinated notes and debentures   105,001     4.32       3,394     104,698     4.04       3,164
    Total interest-bearing liabilities   4,395,507     3.14     $ 103,367     4,128,962     2.34     $ 72,353
    Demand—noninterest-bearing   764,770               805,513          
    Other liabilities   84,708               79,140          
    Total Liabilities   5,244,985               5,013,615          
    Shareholders’ equity   586,017               548,034          
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 5,831,002             $ 5,561,649          
    Interest income/Earning assets     5.89 %   $ 242,463       5.48 %   $ 215,243
    Interest expense/Interest-bearing liabilities     3.14       103,367       2.34       72,353
    Net interest spread     2.75 %   $ 139,096       3.14 %   $ 142,890
    Interest income/Earning assets     5.89 %     242,463       5.48 %     215,243
    Interest expense/Earning assets     2.51       103,367       1.84       72,353
    Net interest margin (fully tax-equivalent)     3.38 %   $ 139,096       3.64 %   $ 142,890
     
    _____________________________________________
    (1)     Includes unamortized discounts and premiums.
    (2) Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the nine months ended September 30, 2024 and 2023, was $671 thousand and $755 thousand, respectively.
    (3) Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.
    (4) Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the nine months ended September 30, 2024 and 2023 was $(55.1) million and $(58.6) million, respectively.

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

    Reconciliation of Non-GAAP Financial Measures

      September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023
    Calculation of tangible book value per common share and tangible common
    equity / tangible assets (non-GAAP):    		          
    Shareholders’ equity $ 606,363     $ 586,700     $ 549,212  
    Less: preferred equity   57,785       57,785       57,785  
    Common shareholders’ equity   548,578       528,915       491,427  
    Less: goodwill and other intangibles   43,874       43,874       43,874  
    Less: core deposit intangible   223       241       299  
    Tangible common equity (non-GAAP) $ 504,481     $ 484,800     $ 447,254  
               
    Total assets $ 6,014,844     $ 5,886,571     $ 5,731,908  
    Less: goodwill and other intangibles   43,874       43,874       43,874  
    Less: core deposit intangible   223       241       299  
    Tangible assets (non-GAAP) $ 5,970,747     $ 5,842,456     $ 5,687,735  
               
    Ending shares outstanding   20,994,730       20,998,117       20,895,634  
               
    Book value per common share (GAAP) $ 26.13     $ 25.19     $ 23.52  
    Tangible book value per common share (non-GAAP) $ 24.03     $ 23.09     $ 21.40  
               
    Common shareholders’ equity / Total assets (GAAP)   9.12 %     8.99 %     8.57 %
    Tangible common equity / Tangible assets (non-GAAP)   8.45 %     8.30 %     7.86 %
               

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

    Reconciliation of Non-GAAP Financial Measures

      Three Months Ended   Nine Months Ended
      September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023    		   September 30,
    2024    		   September 30,
    2023
    Calculation of net interest margin:                  
    Interest income $ 83,235     $ 80,652     $ 75,516     $ 241,792     $ 214,488  
    Interest expense   35,749       34,935       28,280       103,367       72,353  
    Net interest income $ 47,486     $ 45,717     $ 47,236     $ 138,425     $ 142,135  
                       
    Average total earning assets $ 5,503,832     $ 5,465,645     $ 5,273,758     $ 5,440,145     $ 5,194,485  
                       
    Net interest margin (GAAP) (annualized)   3.43 %     3.36 %     3.55 %     3.40 %     3.66 %
                       
    Calculation of net interest margin (fully tax equivalent basis) (non-GAAP):                  
    Interest income $ 83,235     $ 80,652     $ 75,516     $ 241,792     $ 214,488  
    Tax equivalent adjustment (non-GAAP)   240       214       242       671       755  
    Adjusted interest income (fully tax equivalent basis) (non-GAAP)   83,475       80,866       75,758       242,463       215,243  
    Interest expense   35,749       34,935       28,280       103,367       72,353  
    Net interest income (fully tax equivalent basis) (non-GAAP) $ 47,726     $ 45,931     $ 47,478     $ 139,096     $ 142,890  
                       
    Average total earning assets $ 5,503,832     $ 5,465,645     $ 5,273,758     $ 5,440,145     $ 5,194,485  
    Less: average mark to market adjustment on investments (non-GAAP)   (51,075 )     (59,225 )     (61,103 )     (55,134 )     (58,577 )
    Adjusted average total earning assets, net of mark to market (non-GAAP) $ 5,554,907     $ 5,524,870     $ 5,334,861     $ 5,495,279     $ 5,253,062  
                       
    Net interest margin, fully tax equivalent basis (non-GAAP) (annualized)   3.42 %     3.34 %     3.53 %     3.38 %     3.64 %

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

    Reconciliation of Non-GAAP Financial Measures

      Three Months Ended   Nine Months Ended
      September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023    		   September 30,
    2024    		   September 30,
    2023
    Calculation of PPNR (non-GAAP): (1)                  
    Net interest income $ 47,486     $ 45,717     $ 47,236     $ 138,425     $ 142,135  
    Add: Non-interest income   10,973       8,865       7,863       28,793       24,198  
    Less: Non-interest expense   38,784       35,989       36,914       112,197       106,892  
    PPNR (non-GAAP) $ 19,675     $ 18,593     $ 18,185     $ 55,021     $ 59,441  
                       
    (1) Management believes that this is an important metric as it illustrates the underlying performance of the Corporation, it enables investors and others to assess the Corporation’s ability to generate capital to cover credit losses through the credit cycle and provides consistent reporting with a key metric used by bank regulatory agencies.
      Three Months Ended   Nine Months Ended
      September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023    		   September 30,
    2024    		   September 30,
    2023
    Calculation of efficiency ratio:                  
    Non-interest expense $ 38,784     $ 35,989     $ 36,914     $ 112,197     $ 106,892  
                       
    Non-interest income $ 10,973     $ 8,865     $ 7,863     $ 28,793     $ 24,198  
    Net interest income   47,486       45,717       47,236       138,425       142,135  
    Total revenue $ 58,459     $ 54,582     $ 55,099     $ 167,218     $ 166,333  
    Efficiency ratio   66.34 %     65.94 %     67.00 %     67.10 %     64.26 %
                       
    Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):                  
    Non-interest expense $ 38,784     $ 35,989     $ 36,914     $ 112,197     $ 106,892  
    Less: core deposit intangible amortization   18       19       20       57       65  
    Adjusted non-interest expense (non-GAAP) $ 38,766     $ 35,970     $ 36,894     $ 112,140     $ 106,827  
                       
    Non-interest income $ 10,973     $ 8,865     $ 7,863     $ 28,793     $ 24,198  
                       
    Net interest income $ 47,486     $ 45,717     $ 47,236     $ 138,425     $ 142,135  
    Less: tax exempt investment and loan income, net of TEFRA (non-GAAP)   1,473       1,318       1,376       4,127       4,043  
    Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP)   2,123       1,902       1,955       5,957       5,668  
    Adjusted net interest income (fully tax equivalent basis) (non-GAAP)   48,136       46,301       47,815       140,255       143,760  
    Adjusted net revenue (fully tax equivalent basis) (non-GAAP) $ 59,109     $ 55,166     $ 55,678     $ 169,048     $ 167,958  
                       
    Efficiency ratio (fully tax equivalent basis) (non-GAAP)   65.58 %     65.20 %     66.26 %     66.34 %     63.60 %

    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)

    Reconciliation of Non-GAAP Financial Measures

      Three Months Ended   Nine Months Ended
      September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023    		   September 30,
    2024    		   September 30,
    2023
    Calculation of return on average tangible common equity (non-GAAP):                  
    Net income $ 13,954     $ 12,957     $ 13,727     $ 39,511     $ 44,043  
    Less: preferred stock dividends   1,076       1,075       1,076       3,226       3,226  
    Net income available to common shareholders $ 12,878     $ 11,882     $ 12,651     $ 36,285     $ 40,817  
                       
    Average shareholders’ equity $ 597,984     $ 583,221     $ 555,464     $ 586,017     $ 548,034  
    Less: average goodwill & intangibles   44,108       44,127       44,186       44,127       44,201  
    Less: average preferred equity   57,785       57,785       57,785       57,785       57,785  
    Tangible common shareholders’ equity (non-GAAP) $ 496,091     $ 481,309     $ 453,493     $ 484,105     $ 446,048  
                       
    Return on average equity (GAAP) (annualized)   9.28 %     8.94 %     9.80 %     9.01 %     10.74 %
    Return on average common equity (GAAP) (annualized)   9.48 %     9.10 %     10.09 %     9.18 %     11.13 %
    Return on average tangible common equity (non-GAAP) (annualized)   10.33 %     9.93 %     11.07 %     10.01 %     12.23 %

    The MIL Network –

  • MIL-OSI: iRhythm Technologies Receives FDA 510(k) Clearance for Design Updates Previously Made to Its Zio® AT Device

    Source: GlobeNewswire (MIL-OSI)

    SAN FRANCISCO, Oct. 21, 2024 (GLOBE NEWSWIRE) — iRhythm Technologies, Inc. (NASDAQ:IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict, and prevent disease, announced today that the U.S. Food and Drug Administration (FDA) has granted clearance for its 510(k) submission related to prior design changes made to the Zio AT device via letter to file. Zio AT remains commercially available on the market to ship to customers in the United States.

    “This clearance is related to modifications and certain enhancements to our Zio AT device previously made via letter to file and has been a priority for our teams to demonstrate iRhythm’s commitment to quality, compliance and performance,” said Quentin Blackford, iRhythm President and Chief Executive Officer. “We are pleased to have received this first 510(k) clearance in line with the sequence of how we submitted the first of two 510(k)s at the beginning of this year, and we look forward to hearing about our second 510(k) in the near future. Both 510(k) submissions are related to our ongoing remediation efforts with the FDA, and we remain committed to patient safety, physician trust in Zio AT’s clinical performance, service quality, and regulatory compliance.”

    About the Zio AT System

    The Zio AT device is a prescription-only outpatient cardiac telemetry device, commonly referred to as a mobile cardiac telemetry device, which is used for the provision of our mobile cardiac telemetry (MCT) services. The Zio AT system consists of: the Zio AT patch, an ECG monitor that continuously records ECG data for up to 14 days; the wireless gateway that provides connectivity between the Zio AT patch and the Zio ECG Utilization Software (ZEUS) to transmit data during the wear period; and ZEUS, iRhythm’s deep-learning algorithm that analyzes cardiac events transmitted by the Zio AT device and gateway. The Zio AT services provide event transmission reports during wear and a comprehensive end-of-wear report1-4 with preliminary findings to the treating medical professional for final clinical decisions. The Zio AT services are provided by iRhythm’s independent diagnostic testing facilities located in San Francisco, California, Deerfield, Illinois and Houston, Texas.

    Zio Services’ Clinically Proven Performance

    The value of the Zio service has been demonstrated in over 100 original scientific research manuscripts5. Zio AT’s patient-centered design enables high patient compliance and analyzable time with minimal noise or artifact6-8, and real-world data shows an impressive 98% patient compliance9, in part thanks to Zio AT’s zero required patient manipulations. Furthermore, physicians agree with the Zio service’s comprehensive end-of-wear report 99% of the time10-11.

    About iRhythm Technologies, Inc.
    iRhythm is a leading digital health care company that creates trusted solutions that detect, predict, and prevent disease. Combining wearable biosensors and cloud-based data analytics with powerful proprietary algorithms, iRhythm distills data from millions of heartbeats into clinically actionable information. Through a relentless focus on patient care, iRhythm’s vision is to deliver better data, better insights, and better health for all. To learn more about iRhythm, including its portfolio of Zio products and services, please visit irhythmtech.com.

    Zio AT Indications For Use

    The Zio AT device is intended to capture and transmit symptomatic and asymptomatic cardiac events and record continuous electrocardiogram (ECG) data for long-term monitoring. It is indicated for use on patients 18 years or older who may be asymptomatic or who may suffer from transient symptoms such as palpitations, shortness of breath, dizziness, light-headedness, pre-syncope, syncope, fatigue, or anxiety. It is not intended for use on critical care patients.

    Contraindications

    • Do not use the Zio AT device for patients with symptomatic episodes where variations in cardiac performance could result in immediate danger to the patient or when real-time or in-patient monitoring should be prescribed.
    • Do not use the Zio AT device for patients with known history of life-threatening arrhythmias.
    • Do not use the Zio AT device in combination with external cardiac defibrillators or high frequency surgical equipment near strong magnetic fields or devices such as MRI.
    • Do not use the Zio AT device on patients with a neuro-stimulator, as it may disrupt the quality of ECG data.
    • Do not use the Zio AT device on patients who do not have the competency to wear the device for the prescribed monitoring period.

    Investor Contact
    Stephanie Zhadkevich
    investors@irhythmtech.com

    Media Contact
    Kassandra Perry
    irhythm@highwirepr.com

    1. Zio AT Clinical Reference Manual. iRhythm Technologies, 2022.
    2. Continuous, uninterrupted refers to the recording of ECG data. Zio AT Gateway transmissions may be impacted by a variety of factors. See Product Labeling for more information.
    3. Zio AT is contraindicated for critical care patients.
    4. Do not use Zio AT for patients with symptomatic episodes where variations in cardiac performance could result in immediate danger to the patient or when real-time or in-patient monitoring should be prescribed. Refer to the Zio AT labeling and Clinical Reference Manual for full contraindications.
    5. Data on file. iRhythm Technologies, 2023.
    6. Data on file. iRhythm Technologies, 2022-2023.
    7. Zio XT Clinical Reference Manual. iRhythm Technologies, 2019.
    8. Zio monitor Instructions for Use. iRhythm Technologies, 2023.
    9. Zio AT Clinical Reference Manual. iRhythm Technologies, 2022.
    10. Data on file. iRhythm Technologies, 2021-2022.
    11. Based on a review of all online Zio XT, Zio monitor, and Zio AT end-of-wear reports. Data on file. iRhythm Technologies, 2023.

    The MIL Network –

  • MIL-OSI: Jamf to Report Third Quarter 2024 Financial Results on November 7, 2024

    Source: GlobeNewswire (MIL-OSI)

    MINNEAPOLIS, Oct. 21, 2024 (GLOBE NEWSWIRE) — Jamf (NASDAQ: JAMF), the standard in managing and securing Apple at work, announced today it will report third quarter 2024 financial results for the period ended September 30, 2024, following the close of the market on Thursday, November 7, 2024. On that day, management will host a conference call and webcast at 3:30 p.m. CT (4:30 p.m. ET) to discuss the company’s business and financial results.

    Jamf Third Quarter 2024 Earnings Conference Call

    When: Thursday, November 7, 2024

    Time: 3:30 p.m. CT (4:30 p.m. ET)

    Live Webcast: The conference call will be webcast live on Jamf’s Investor Relations website at https://ir.jamf.com.

    Those parties interested in participating via telephone may register on Jamf’s Investor Relations website or by clicking here.

    Replay: A replay of the call will be available on the Investor Relations website beginning on November 7, 2024, at approximately 6:00 p.m. CT (7:00 p.m. ET).

    About Jamf

    Jamf’s purpose is to simplify work by helping organizations manage and secure an Apple experience that end users love and organizations trust. Jamf is the only company in the world that provides a complete management and security solution for an Apple-first environment that is enterprise secure, consumer simple and protects personal privacy. To learn more, visit: http://www.jamf.com.

    Investor Contact:
    Jennifer Gaumond
    ir@jamf.com

    Media Contact:
    media@jamf.com

    The MIL Network –

  • MIL-OSI: EVe Mobility Acquisition Corp Announces Continued Listing on NYSE American Following Compliance Extension

    Source: GlobeNewswire (MIL-OSI)

    SANTA MONICA, CA, Oct. 21, 2024 (GLOBE NEWSWIRE) — EVe Mobility Acquisition Corp (NYSE American: EVE), a Cayman Islands exempted company (“EVe” or the “Company”), announced today that on October 16, 2024, the Company received a written late extension request acceptance letter from the NYSE American LLC (“NYSE American” or the “NYSE Regulation”), because it is not in compliance with the continued listing standards of the NYSE American. Specifically, the Company has not met the requirements set forth in Sections 134 and 1101 of the NYSE American Company Guide due to its delayed filings of the Form 10-K for the year ended December 31, 2023, and its Form 10-Qs for the periods ended March 31, 2024, and June 30, 2024 (the “Delayed Filings”).

    In accordance with Section 1007 of the Company Guide, the Company submitted an extension request after being unable to cure the filing deficiencies within the initial six-month period of the 12-month cure period. NYSE Regulation has reviewed and accepted the Company’s request, granting an extended plan period through December 14, 2024, to complete the Delayed Filings, as well as any additional filings delayed thereafter.

    During this plan period, NYSE Regulation will periodically review the Company’s compliance with the milestones outlined in its submission. If the Company does not make progress toward becoming current in its SEC filings during the plan period or does not complete its business combination by December 14, 2024, NYSE Regulation staff may initiate delisting proceedings. The Company may appeal any such delisting determination.

    In compliance with Sections 402 and 1009(e) of the NYSE American Company Guide, the Company is issuing this press release to inform its shareholders that its listing is being continued under an extension, with a targeted completion date of December 14, 2024.

    About EVe

    EVe Mobility Acquisition Corp is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

    Forward Looking-Statements

    Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside EVe’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: the ability of the Company to file timely file its required annual and quarterly reports with the SEC; the ability of the Company to regain compliance with NYSE American continued listing standards and maintain the listing of the Company’s securities on a national securities exchange. EVe undertake no 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.

    Contact:

    info@evemobility.com

    The MIL Network –

  • MIL-OSI: Rich Steinmeier Named Chief Executive Officer of LPL Financial; Elected to Board of Directors

    Source: GlobeNewswire (MIL-OSI)

    SAN DIEGO, Oct. 21, 2024 (GLOBE NEWSWIRE) — LPL Financial Holdings Inc. (Nasdaq: LPLA) today announced that the Board of Directors has confirmed Rich Steinmeier as Chief Executive Officer. Steinmeier, who had been interim CEO since October 1, was also elected a member of the Board.  

    In addition, the Board named Matt Audette as President and Chief Financial Officer, expanding his previous role as Chief Financial Officer and Head of Business Operations. The appointments are effective immediately.  

    “LPL is fortunate to benefit from an exceptionally strong team with leaders who have a clear vision for the continued success of the business,” said Jim Putnam, chair of the LPL Financial Board of Directors.  

    “Rich’s appointment to CEO, which reflects the Board’s succession plan, is a testament to the valuable contributions he has made during his tenure with LPL and the trusted relationships he has established with clients and employees,” added Putnam, noting that LPL’s organic growth rate has more than doubled since Rich joined the company in 2018 to lead its growth initiatives. “With Rich as CEO and Matt in his expanded role as President, the Board is confident that LPL’s trajectory of high performance and its steadfast commitment to serving clients will continue to build stakeholder value.” 

    “The success of LPL is shaped by the clear-eyed view from our talented team that all Americans deserve access to sound financial advice. It is an incredible honor to lead the company that delivers on this purpose,” said Steinmeier. “I’m fortunate to collaborate with Matt and our leadership team to elevate our service to clients, provide rewarding careers for our people, and to build on our momentum as one of the fastest growing companies in wealth management.” 

    “We’re operating from a position of strength with a leadership team that is sharply focused on supporting our clients’ success through innovative solutions,” said Audette. “I look forward to continuing my partnership with Rich as we expand on our leading position in the advisor-centered marketplace and enhance value for all the stakeholders we serve.” 

    About Rich Steinmeier  

    Steinmeier, 50, was appointed LPL Financial’s interim CEO on October 1, 2024. He previously served as Managing Director, Chief Growth Officer and, prior to that, as Divisional President, Business Strategy and Growth. As Chief Growth Officer, he led teams responsible for shaping corporate and business line strategy, recruiting new financial advisors and institutions, leading the field management of LPL employee advisors, creating and deploying capital solutions to LPL clients, and leading the marketing and communications functions. 

    Before joining LPL in 2018, Steinmeier held senior leadership roles at UBS Financial and Merrill Lynch as well as working as a consultant for McKinsey & Company. Steinmeier earned a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Stanford University. 

    About Matt Audette 

    Audette, 50, joined LPL Financial as Chief Financial Officer in 2015 and assumed responsibility for the firm’s business operations in 2023. Audette is responsible for the firm’s financial, risk, compliance and client operations functions. In addition, he oversees the teams responsible for delivering increased operational speed and transparency, along with continued strong risk management, to advisors and institutions. Over Audette’s tenure, he has contributed to the firm’s continued growth and profitability by leading corporate acquisitions, debt transactions, the client deposit portfolio, expense management, and capital allocation. 

    Prior to joining LPL, Audette served as Executive Vice President and Chief Financial Officer of E*TRADE Financial Corporation. Audette earned a Bachelor of Science in accounting from Virginia Tech. 

    About LPL Financial  

    LPL Financial Holdings Inc. (Nasdaq: LPLA) was founded on the principle that the firm should work for advisors and institutions, and not the other way around. Today, LPL is a leader in the markets we serve, serving more than 23,000 financial advisors, including advisors at approximately 1,000 institutions and at approximately 580 registered investment advisor firms nationwide. We are steadfast in our commitment to the advisor-mediated model and the belief that Americans deserve access to personalized guidance from a financial professional. At LPL, independence means that advisors and institution leaders have the freedom they deserve to choose the business model, services and technology resources that allow them to run a thriving business. They have the flexibility to do business their way. And they have the freedom to manage their client relationships, because they know their clients best. Simply put, we take care of our advisors and institutions, so they can take care of their clients. 

    Securities and Advisory services offered through LPL Financial LLC (“LPL Financial”), a registered investment advisor. Member FINRA/SIPC. LPL Financial and its affiliated companies provide financial services only from the United States. 

    Throughout this communication, the terms “financial advisors” and “advisors” are used to refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial. We routinely disclose information that may be important to shareholders in the “Investor Relations” or “Press Releases” section of our website. 

    Media Contact 
    Jen Roche 
    jen.roche@lplfinancial.com 

    The MIL Network –

  • MIL-OSI: SHAREHOLDER INVESTIGATION: The M&A Class Action Firm Investigates the Merger of Zoura, Inc. – ZUO

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Oct. 21, 2024 (GLOBE NEWSWIRE) —

    Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating Zuora Inc. (NYSE: ZUO), relating to its proposed merger with Silver Lake Group, L.C.C. Under the terms of the agreement, all ZUO shares will be automatically converted into the right to receive $10.00 in cash per share.

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

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

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

    About Monteverde & Associates PC

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

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

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

    Attorney Advertising. (C) 2024 Monteverde & Associates PC. The law firm responsible for this advertisement is Monteverde & Associates PC (http://www.monteverdelaw.com).  Prior results do not guarantee a similar outcome with respect to any future matter.

    The MIL Network –

  • MIL-OSI: Climate Tech VC Cerulean Ventures to Hold Biodiversity Roundtable during UN Biodiversity COP 16, Cali, Colombia

    Source: GlobeNewswire (MIL-OSI)

    SANTA BARBARA, Calif., Oct. 21, 2024 (GLOBE NEWSWIRE) — Cerulean Ventures, a climate tech venture capital firm operating in the trillion dollar annual climate finance sector, will hold a roundtable at Bloom 24 on Friday, October 25th titled: “Investing in Technology for a Nature Positive Economy.”

    Cerulean Ventures is a leading investor in market-based solutions to value nature, define and document environmental assets and center biodiversity as a measure of ecosystem health and nature-positive business practices. Cerulean Ventures co-founders Matthew Stotts and Jahed Momand will be participating in the United Nations Biodiversity Conference, COP 16 as blue zone delegates. Cerulean was also a participant at the Biodiversity COP 15 in Montréal in 2022.

    “We are proud to lead this discussion during the United Nations Biodiversity Conference, COP 16,” said Jahed Momand, general partner of Cerulean Ventures. “Cerulean’s climate tech thesis is to invest venture capital in software businesses that connect the global economy for nature-positive outcomes.”

    Matthew and Jahed’s work with the Cerulean Ventures portfolio of climate tech entrepreneurs deepens the general partners’ years of work on biodiversity, nature-based solutions, decarbonization, circular economy, decentralized energy and global networks for coordinating climate finance and accounting. Cerulean’s portfolio of investments include highly-scalable software and data for sustainable supply chains, financial technology for carbon and energy markets, and several innovations in climate finance.

    About Cerulean Ventures
    https://cerulean.vc/

    Cerulean Ventures invests in pre-seed and seed stage Climate FinTech, SaaS and blockchain businesses tapping into the network effects of nature, renewable energy and climate-positive economies. Cerulean finds earth-scale (global) technology opportunities in areas like renewable energy, blue carbon, reforestation, biodiversity and regenerative agriculture, as well as decarbonization, circularity and sustainability across industry, manufacturing, transportation, construction, and supply chains.

    The MIL Network –

  • MIL-OSI: Personal AI to Bring Enterprise-Grade AI to the NPU on PCs powered by Snapdragon X Series Processors

    Source: GlobeNewswire (MIL-OSI)

    SAN DIEGO, Oct. 21, 2024 (GLOBE NEWSWIRE) —

    Highlights:

    • Personal AI announces the integration of Personal AI’s Small Language Models (SLMs) into PCs powered by Snapdragon X Series processors.
    • This collaboration aims to enhance on-device AI, prioritizing accuracy, privacy, and security for critical enterprise users.

    Personal AI announced a collaboration to bring AI directly to edge devices through Snapdragon® X Series platforms. This collaboration marks a step towards ubiquitous AI, combining Personal AI’s expertise in private SLMs with Qualcomm Technologies’ chipsets.

    Showcased during Snapdragon Summit, Personal AI’s SLMs were demonstrated on HP EliteBook Ultra Next-Gen AI PCs powered by Snapdragon X Series processors. Running on the Snapdragon NPU delivers enhanced privacy, security, and real-time AI processing capabilities to a wide range of devices, with a focus on enterprise-grade laptops.

    “Our collaboration with Personal AI is a leap forward in on-device AI capabilities,” stated Rami Husseini, Director, Product Management at Qualcomm Technologies, Inc. “By utilizing Personal AI’s technology on devices that contain our Snapdragon X Series platforms, we’re enabling a new era of security-rich, privacy-focused, and powerful AI experiences directly on Windows PCs. Showcasing our commitment to driving innovation in AI and empowering users with cutting-edge technology that is designed to respect their privacy.”

    Suman Kanuganti, CEO and Co-founder of Personal AI, added, “Working with Qualcomm and HP allows us to bring our vision of highly efficient and scalable AI Personas to millions of users worldwide. By leveraging the NPU capabilities of Snapdragon, we’re able to run our models directly on-device, ensuring that sensitive data never leaves the user’s hardware. This collaboration underscores our mission to provide AI that enhances productivity, communication, and collaboration, while maintaining the highest standards of data protection and privacy.”

    Loretta Li-Sevilla, Global Head of Future of Work at HP, commented, “At HP, we’re committed to delivering technology that empowers businesses to work smarter and more securely. HP next-generation AI PCs featuring Snapdragon X Series processors enables new compute capabilities. Personal AI Personas can now run offline for highly private inference use, offering our customers unparalleled AI performance and the all-day battery life they need to stay productive in today’s fast-paced business environment.”

    The integration of Personal AI’s technology into PCs powered by Snapdragon X Series Processors is already generating excitement among early adopters, who report significant improvements in productivity, accuracy, and data security.

    The Chief Strategy Officer of a Personal AI customer shared his experience: “As a global group of iconic brands, solutions like Personal AI have the potential to completely transform how we operate. In today’s fast-paced environment, we deal with vast amounts of data from every corner of the globe—market trends, consumer behaviors, competitive movements, pricing fluctuations. Traditional methods of analyzing this information simply can’t keep up with the speed at which we need to act. We can easily load our available public and enterprise information into the Personal AI engine, where we can interact with it like talking to a smart analyst about our meeting conclusions, action items, and capital markets reactions to recent industry movements. I see this as the beginning of adopting AI in a much easier way in our industry.”

    About Personal AI
    Personal AI develops a horizontal AI training and collaboration platform, focused on private, Small Language Models (SLMs) that multiply the capabilities of enterprise teams. Their technology enables organizations to build networks of AI Personas, each representing key roles within companies. These AI Personas are exclusively trained on proprietary data, ensuring unparalleled accuracy, transparency, and privacy. For more information, please visit https://personal.ai

    Contact: jonathan.bikoff@personal.ai

    Snapdragon is a product of Qualcomm Technologies Inc., and/or its subsidiaries. 
    Snapdragon is a trademark or registered trademark of Qualcomm Incorporated. 

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/8527bfdc-0a4e-4a14-bfff-673f2a76cb6c

    The MIL Network –

  • MIL-OSI: Marex Group plc Announces Launch of a Public Offering

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Oct. 21, 2024 (GLOBE NEWSWIRE) — Marex Group plc (Nasdaq: MRX) (“Marex”), the diversified global financial services platform, today announces the launch of a public offering of its ordinary shares (the “Offering”) by certain selling shareholders (the “Selling Shareholders”). The Selling Shareholders are offering a total of 7,000,000 ordinary shares. In connection with the Offering, the Selling Shareholders have granted the underwriters a 30-day option to purchase up to an additional 1,050,000 ordinary shares.

    Marex is not selling any ordinary shares in the Offering and will not receive any proceeds from the sale of shares by the Selling Shareholders.

    Barclays, Goldman Sachs & Co. LLC, Jefferies, and Keefe, Bruyette & Woods, a Stifel Company, are acting as joint lead book-running managers and as representatives of the underwriters for the proposed Offering.

    The proposed Offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the proposed Offering may be obtained from:

    • Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847, or by email at barclaysprospectus@broadridge.com;
    • Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526, or via email: prospectus-ny@ny.email.gs.com;
    • Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by phone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; or
    • Keefe, Bruyette & Woods Inc., 787 Seventh Avenue, Fourth Floor, New York, NY 10019, attention: Equity Capital Markets, or by calling toll free at (800) 966-1559 or emailing USCapitalMarkets@kbw.com.

    A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy these securities be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

    The MIL Network –

  • MIL-OSI: Gouverneur Bancorp, Inc. Announces Semi-Annual Cash Dividend

    Source: GlobeNewswire (MIL-OSI)

    GOUVERNEUR, N.Y., Oct. 21, 2024 (GLOBE NEWSWIRE) — Gouverneur Bancorp, Inc. (OTCQB Marketplace: GOVB) (the “Company”), the holding company for Gouverneur Savings and Loan Association (the “Bank”), announced today that its Board of Directors has declared a semi-annual cash dividend of $0.08 per common share. The dividend will be paid on or about November 18, 2024 to shareholders of record as of the close of business on November 4, 2024.  

    This is the first cash dividend for the Company since the completion of the Bank’s conversion from the mutual holding company form of organization to the stock holding company form of organization.

    About Gouverneur Bancorp, Inc.

    Gouverneur Bancorp, Inc. is the holding company for Gouverneur Savings and Loan Association, which is a New York chartered savings and loan association founded in 1892 that offers deposit and loan services for businesses, families and individuals. At June 30, 2024, the Company had total assets of $195.1 million, total deposits of $153.4 million and total stockholders’ equity of $31.7 million.

    Forward-Looking Statements

    This press release may contain forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Such forward-looking statements and all other statements that are not historic facts are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. These factors include, among others, the following: the Bank’s ability to complete its previously announced proposed conversion to a national banking association charter; the ability to successfully integrate acquired entities and realize expected cost savings associated with completed mergers and acquisitions; changes in interest rates; national and regional economic conditions; legislative and regulatory changes; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the size, quality and composition of the loan or investment portfolios; demand for loan products; deposit flows and our ability to effectively manage liquidity; competition; demand for financial services in our market area; changes in real estate market values in our market area; changes in relevant accounting principles and guidelines; and our ability to attract and retain key employees. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Should one or more of these risks materialize, actual results may vary from those anticipated, estimated or projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as may be required by applicable law or regulation, the Company assumes no obligation to update any forward-looking statements.

    CONTACT:    Robert W. Barlow
    President and Chief Executive Officer
    (315) 287-2600
         

    The MIL Network –

  • MIL-OSI: Bannix Acquisition Corp. Announces Monthly Extension to Complete its Initial Business Combination

    Source: GlobeNewswire (MIL-OSI)

    WILMINGTON, Del., Oct. 21, 2024 (GLOBE NEWSWIRE) — Bannix Acquisition Corp. (“Bannix”) announced today that its board of directors (the “Board”) has decided to extend the date by which Bannix must consummate an initial business combination (the “Deadline Date”) from October 14, 2024 for an additional month, to November 14, 2024.

    As previously disclosed, at an annual meeting of its stockholders held on September 6, 2024, Bannix’ stockholders voted in favor of a proposal to amend Bannix’s Amended and Restated Certificate of Incorporation (as amended, the “Amended Charter”) to provide Bannix with the right to extend the Deadline Date up to six times for an additional one month each time (the “Extension”) until March 14, 2025.

    Also as previously announced, if an Extension is implemented, the sponsor of Bannix, Instant Fame LLC (the “Sponsor”), or its designees will deposit into the trust account, as a loan, the lesser of (x) $25,000 and (y) $0.05 for each share that is not redeemed in connection with the special meeting.

    On October 15, 2024, the Board, at the request of the Sponsor, decided to implement the twentieth Extension and to extend the Deadline Date for an additional month to November 14, 2024.

    About Bannix Acquisition Corp.

    Bannix Acquisition Corp. is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

    Forward-Looking Statements

    This press release and oral statements made from time to time by representatives of the Company may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

    Contact :
    Bannix Acquisition Corp
    Douglas Davis, CEO
    (302) 305-479
    doug.davis@bannixacquisition.com

    The MIL Network –

  • MIL-OSI: TAG Oil Announces $10 Million Overnight Marketed Public Offering of Units to Strategically Advance Unconventional and Conventional Opportunities in Egypt

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR DISSEMINATION IN THE UNITED STATES

    VANCOUVER, British Columbia, Oct. 21, 2024 (GLOBE NEWSWIRE) — TAG Oil Ltd. (TSXV:TAO, OTCQX:TAOIF, and FSE:TOP) (“TAG Oil” or the “Company”) is pleased to announce that it has filed a preliminary short form prospectus (“Preliminary Prospectus”) with the securities commissions in all provinces of Canada, except Québec, in connection with an overnight marketed public offering (the “Offering”) of units of the Company (the “Units”) at a price of $0.21 per Unit for aggregate gross proceeds of C$10,000,000.

    Certain members of management and directors of the Company intend to participate alongside investors in the Offering.

    The Offering is being led by Research Capital Corporation, as lead underwriter and sole-bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters”).

    Each Unit will consist of one common share of the Company (“Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price equal to $0.30 per Warrant Share at any time up to 24 months following the closing of the Offering.

    The Company intends to use the net proceeds of the Offering to advance appraisal and development activities in the Western Desert, Egypt, at both the Badr Oil Field and strategic new 512,000-acre concession and for working capital and general corporate purposes. Activities to be advanced with the proceeds include executing re-entry work on multiple existing wells to recomplete and/or drill a sidetrack into existing conventional oil reservoirs, the drilling of new vertical delineation wells in the unconventional Abu Roash “F” (ARF) resource play targeting high intensity natural fractured areas, and the planning of the next horizontal well with multi-stage frac.

    In addition, the Company plans to also complete a third-party resource report on the new strategic 512,000-acre concession that is in the process of being acquired and conduct a potential strategic joint venture partnership process.

    The Company has granted the Underwriters an option, exercisable in whole or in part, at the sole discretion of the Underwriters, at any time, from time to time, for a period of 30 days from and including the closing of the Offering, to purchase from the Company up to an additional 15% of the Units sold under the Offering, and/or the components thereof, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes.

    The Offering is expected to be priced in context of the market, with the final price of the Units and final exercise price of the Warrants to be determined at the time of pricing.

    The Offering is expected to close on or about the week of November 11, 2024, or such other date as the Company and the Underwriters may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the TSX Venture Exchange.

    The Units are being offered in each of the provinces of Canada (except Québec) and may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements under applicable U.S. law, and outside of Canada and the United States on a private placement or equivalent basis. The Preliminary Prospectus is available on SEDAR+ at http://www.sedarplus.ca and may be obtained from Research Capital Corporation at ecm@researchcapital.com. The Preliminary Prospectus contains important information about the Company and the Offering. Prospective investors should read the Preliminary Prospectus and other documents the Company has filed before making an investment decision.

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

    About TAG Oil Ltd.

    TAG Oil (http://www.tagoil.com/) is a Canadian based international oil and gas exploration company with a focus on operations and opportunities in the Middle East and North Africa.

    For further information:

    Toby Pierce, Chief Executive Officer
    Phone: 1 604 609 3355

    Email: info@tagoil.com
    Website: http://www.tagoil.com/
    LinkedIn: https://www.linkedin.com/company/tag-oil-ltd
    X: https://twitter.com/tagoilltd

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

    Forward-Looking Statements

    This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the completion of the Offering and the timing in respect thereof, the use of proceeds of the Offering, timely receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the proposed completion of a third party resource report.

    Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of TAG Oil. Such statements can generally, but not always, be identified by words such as “expects”, “plans”, “anticipates”, “intends”, “estimates”, “forecasts”, “schedules”, “prepares”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. All statements that describe the Company’s plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company’s management, and so involve inherent risks and uncertainties, as disclosed in the Company’s periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by TAG Oil that the actual results realized in the future will be the same in whole or in part as those presented herein. TAG Oil disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding TAG Oil’s business contained in TAG Oil’s reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on TAG Oil and the risks and challenges of its business, investors should review TAG Oil’s filings that are available at http://www.sedarplus.ca.

    TAG Oil provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.

    Exploration for hydrocarbons is a speculative venture necessarily involving substantial risk. The Company’s future success in exploiting and increasing its current reserve base will depend on its ability to develop its current properties and on its ability to discover and acquire properties or prospects that are capable of commercial production. However, there is no assurance that the Company’s future exploration and development efforts will result in the discovery or development of additional commercial accumulations of oil and natural gas.

    The MIL Network –

  • MIL-OSI: Texas Capital Bancshares, Inc. Announces Quarterly Dividend for Preferred Stock

    Source: GlobeNewswire (MIL-OSI)

    DALLAS, Oct. 21, 2024 (GLOBE NEWSWIRE) — Texas Capital Bancshares, Inc. (NASDAQ: TCBI), the parent company of Texas Capital Bank, and its board of directors declared a cash dividend of $14.375 per share of the 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), equivalent to $0.359375 per depositary share, each representing a 1/40th interest in a share of the Series B Preferred Stock. The depositary shares are traded on the NASDAQ under the symbol “TCBIO.” The Series B Preferred Stock dividend is payable on December 16, 2024, to holders of record at the close of business on December 2, 2024.

    ABOUT TEXAS CAPITAL BANCSHARES, INC.

    Texas Capital Bancshares, Inc. (NASDAQ®: TCBI), a member of the Russell 2000® Index and the S&P MidCap 400®, is the parent company of Texas Capital Bank (“TCB”). Texas Capital is the collective brand name for TCB and its separate, non-bank affiliates and wholly-owned subsidiaries. Texas Capital is a full-service financial services firm that delivers customized solutions to businesses, entrepreneurs and individual customers. Founded in 1998, the institution is headquartered in Dallas with offices in Austin, Houston, San Antonio and Fort Worth, and has built a network of clients across the country. With the ability to service clients through their entire lifecycles, Texas Capital has established commercial banking, consumer banking, investment banking and wealth management capabilities. All services are subject to applicable laws, regulations, and service terms. Deposit and lending products and services are offered by TCB. For deposit products, member FDIC. For more information, please visit http://www.texascapital.com.

    The MIL Network –

  • MIL-OSI: Parker to Announce Fiscal 2025 First Quarter Earnings on October 31; Conference Call and Webcast Scheduled for 11 a.m. Eastern

    Source: GlobeNewswire (MIL-OSI)

    CLEVELAND, Oct. 21, 2024 (GLOBE NEWSWIRE) — Parker Hannifin Corporation (NYSE: PH), the global leader in motion and control technologies, today announced that it will release its fiscal 2025 first quarter earnings before the market opens on Thursday, October 31, 2024, followed by a conference call at 11:00 a.m., Eastern time. During the call, the company will discuss fiscal 2025 first quarter results and respond to questions from institutional investors and security analysts. The conference call will be webcast simultaneously on Parker’s investor website at investors.parker.com with an accompanying slide presentation. The webcast will be archived on the site and available for replay later that day.

    Parker Hannifin is a Fortune 250 global leader in motion and control technologies. For more than a century the company has been enabling engineering breakthroughs that lead to a better tomorrow. Parker has increased its annual dividend per share paid to shareholders for 68 consecutive fiscal years, among the top five longest-running dividend-increase records in the S&P 500 index. Learn more at http://www.parker.com or @parkerhannifin.

    ###

    The MIL Network –

  • MIL-OSI: Monroe Capital Corporation Schedules Third Quarter 2024 Earnings Release and Conference Call

    Source: GlobeNewswire (MIL-OSI)

    CHICAGO, Oct. 21, 2024 (GLOBE NEWSWIRE) — Monroe Capital Corporation (the “Company”) (NASDAQ: MRCC) announced today that it will report its third quarter ended September 30, 2024 financial results on Tuesday, November 12, 2024, after the close of the financial markets.

    The Company will host a webcast and conference call to discuss these operating and financial results on Wednesday, November 13, 2024 at 11:00 a.m. Eastern Time. The webcast will be hosted on a webcast link located in the Investor Relations section of our website at http://ir.monroebdc.com/events.cfm. To participate in the conference call, please dial (800) 715-9871 approximately 10 minutes prior to the call. Please reference conference ID # 5769748. For those unable to listen to the live broadcast, the webcast will be available for replay on the Company’s website approximately two hours after the event.

    About Monroe Capital Corporation

    Monroe Capital Corporation is a publicly-traded specialty finance company that principally invests in senior, unitranche and junior secured debt and, to a lesser extent, unsecured debt and equity investments in middle-market companies. The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation. The Company’s investment activities are managed by its investment adviser, Monroe Capital BDC Advisors, LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and an affiliate of Monroe Capital LLC. To learn more about Monroe Capital Corporation, visit http://www.monroebdc.com.

    About Monroe Capital LLC

    Monroe Capital LLC (including its subsidiaries and affiliates, together “Monroe”) is a premier asset management firm specializing in private credit markets across various strategies, including direct lending, technology finance, venture debt, alternative credit, structured credit, real estate and equity. Since 2004, the firm has been successfully providing capital solutions to clients in the U.S. and Canada. Monroe prides itself on being a value-added and user-friendly partner to business owners, management, and both private equity and independent sponsors. Monroe’s platform offers a wide variety of investment products for both institutional and high net worth investors with a focus on generating high quality “alpha” returns irrespective of business or economic cycles. The firm is headquartered in Chicago and maintains 10 offices throughout the United States and Asia.

    Monroe has been recognized by both its peers and investors with various awards including Private Debt Investor as the 2023 Lower Mid-Market Lender of the Decade, 2023 Lower Mid-Market Lender of the Year, 2023 CLO Manager of the Year, Americas; Inc.’s 2023 Founder-Friendly Investors List; Global M&A Network as the 2023 Lower Mid-Markets Lender of the Year, U.S.A.; DealCatalyst as the 2022 Best CLO Manager of the Year; Korean Economic Daily as the 2022 Best Performance in Private Debt – Mid Cap; Creditflux as the 2021 Best U.S. Direct Lending Fund; and Pension Bridge as the 2020 Private Credit Strategy of the Year. For more information and important disclaimers, please visit http://www.monroecap.com.

    Forward-Looking Statements

    This press release may contain certain forward-looking statements. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company’s control, and that the Company may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from these estimates and projections of the future. Such statements speak only as of the time when made, and the Company undertakes no obligation to update any such statement now or in the future.

    SOURCE:          Monroe Capital Corporation

    The MIL Network –

  • MIL-OSI: Element Welcomes New Chief Data and Analytics Officer, Evelyne Roy

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Oct. 21, 2024 (GLOBE NEWSWIRE) — Element Fleet Management Corp. (TSX:EFN) (“Element” or the “Company”), the largest publicly traded, pure-play automotive fleet manager in the world, is excited to announce the appointment of Evelyne Roy as its new Chief Data and Analytics Officer. In this role, Ms. Roy will be accountable for designing and building scalable data and analytics systems that enable insights and responsible AI to optimize business operations, drive growth, improve safety, and ensure an exceptional client experience. 

    “We are delighted to welcome Evelyne to the Element team,” said Laura Dottori-Attanasio, CEO, Element. “She is an adept data technology leader, whose extensive experience and passion for leveraging data to drive business success make her the ideal candidate for this role and delivering our Purpose to Move the world through intelligent mobility.”

    Ms. Roy, whose appointment is effective immediately, brings with her over 25 years of experience leading the data strategy, architecture, and distribution for data and analytics platforms, having previously held leadership roles at Thompson Reuters Corporation, as well as increasingly senior roles in the financial industry in both Australia and Canada. With a proven track record of utilizing data to drive business strategies and improve client experiences, Ms. Roy is a valuable addition to the Element team. This appointment reflects Element’s continued commitment to investing in the modernization of its digital capabilities to deliver increased value to its clients.

    “As a leader in fleet management, we recognize the importance of data and analytics in delivering efficient and effective solutions for our clients,” said Kobi Eisenberg, President Element Mobility and Autofleet. “We are confident that Evelyne will play a pivotal role in our ongoing commitment to providing best-in-class mobility solutions and ensuring we stay ahead of the evolving needs of our industry.”

    “I’m thrilled to join the Element team, and be a part of this Purpose-driven, client-centric organization,” said Ms. Roy. “Together, we are going to deliver data and digital-first solutions that meet and exceed our clients’ expectations.”

    About Element Fleet Management

    Element Fleet Management (TSX: EFN) is the largest publicly traded pure-play automotive fleet manager in the world, providing the full range of fleet services and solutions to a growing base of loyal, world-class clients – corporations, governments, and not-for-profits – across North America, Australia, and New Zealand. Element’s services address every aspect of clients’ fleet requirements, from vehicle acquisition, maintenance, accidents and remarketing, to integrating EVs and managing the complexity of gradual fleet electrification. Clients benefit from Element’s expertise as one of the largest fleet solutions providers in its markets, offering economies of scale and insight used to reduce fleet operating costs and improve productivity and performance. For more information, visit elementfleet.com/investor-relations.

    The MIL Network –

  • MIL-OSI: North American Construction Group Ltd. Third Quarter Results Conference Call and Webcast Notification

    Source: GlobeNewswire (MIL-OSI)

    ACHESON, Alberta, Oct. 21, 2024 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG” or “the Company”) (TSX:NOA.TO/NYSE:NOA) announced today that it will release its financial results for the third quarter ended September 30, 2024 on Wednesday, October 30, 2024 after markets close. Following the release of its financial results, NACG will hold a conference call and webcast on Thursday, October 31, 2024, at 7:00 a.m. Mountain Time (9:00 a.m. Eastern Time).

    The call can be accessed by dialing:
    Toll free: 1-800-717-1738
    Conference ID: 86919

    A replay will be available through November 29, 2024, by dialing:
    Toll Free: 1-888-660-6264
    Conference ID: 86919
    Playback Passcode: 86919

    A slide deck for the webcast will be available for download the evening prior to the call and will be found on the company’s website at http://www.nacg.ca/presentations/

    The live presentation and webcast can be accessed at: North American Construction Group Ltd. Third Quarter Results Conference Call Registration (onlinexperiences.com)

    A replay will be available until November 29, 2024, using the link provided.

    About the Company

    North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Canada, the U.S. and Australia. For over 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

    For further information, please contact:

    Jason Veenstra, CPA, CA
    Chief Financial Officer
    North American Construction Group Ltd.
    Phone: (780) 960-7171
    Email: ir@nacg.ca

    The MIL Network –

  • MIL-OSI: LMCU Introduces $10,000 HomeAssist Down Payment Assistance Program

    Source: GlobeNewswire (MIL-OSI)

    GRAND RAPIDS, Mich., Oct. 21, 2024 (GLOBE NEWSWIRE) — Lake Michigan Credit Union (LMCU) is excited to introduce their new down payment assistance program, HomeAssist, to provide economically under-resourced borrowers access to funds that can be used toward a downpayment on their first home. The program has been initially funded with $1 million for its 2024 launch.

    HomeAssist offers eligible first-time homebuyers the opportunity to receive $10,000 to use toward their down payment and closing costs, helping more people open the door to homeownership.

    To qualify for HomeAssist, applicants must meet the following criteria:

    • Must be first-time homebuyers applying through LMCU.
    • Must intend to purchase a primary residence in Michigan or Florida.
    • Household income must be at or below 120% of the local Area Median Income.
    • At least one applicant must identify as Black, African American, Hispanic, and/or Latino.

    LMCU’s HomeAssist program aims to help close the homeownership gap for minority households. This program is consistent with LMCU’s efforts to positively impact the communities served by its team and branches, while also setting up future generations for continued success.

    “As a community-focused credit union, we at LMCU believe everyone deserves a chance to be a homeowner,” said LMCU President & CEO, Julie Leonard. “That’s why HomeAssist is such a powerful resource: not only are we giving first-time homebuyers a little extra help, but when our members who are parents own their homes, their children are more likely to own houses of their own one day. We really want to be a factor in starting a chain reaction of positive impact.”

    The origins of the HomeAssist program sprung from two different sources at LMCU – LMCU’s Community Advisory Board (CAB), formed in 2019, and its Mortgage Community Lending Council, formed back in 2021. Created to help LMCU innovate and benefit more communities through big-picture projects, the CAB brings together local thought leaders who are also LMCU members. In addition to HomeAssist, the CAB’s efforts also led to LMCU hosting first-time homebuyer seminars that have assisted over 1,000 participants in their efforts to prepare for purchasing their first homes.

    The credit union’s Mortgage Community Lending Council is a cross-functional group that implements strategies to increase lending opportunities in moderate-to-low-income areas and majority minority census tracts. Other council initiatives include homeownership workshops hosted at local nonprofits, a HomePlus mortgage loan offering 0% down payment options for qualified borrowers, and utilizing tools like LoanSense and Credit Xpert to help applicants lower their student loan repayments and improve their credit scores.

    “Our loan officers have had access to the program for the last several weeks, and already 45 families have qualified for $10,000 each in assistance. This is another great tool for LMCU to help serve minority borrowers and those in moderate and low-income areas reach homeownership. Prospective Applicants should reach out to any of our loan officers, visit an LMCU branch, or connect at LMCU.org/HomeAssist to learn more,” said John Harpst, Vice President of Community Lending and the leader of the Mortgage Community Lending Council.

    About Lake Michigan Credit Union
    Lake Michigan Credit Union, established in 1933, is the largest credit union in Michigan and 14th largest in the country. Employing a staff of over 1,650 and serving more than 600,000 members, LMCU’s assets exceed $13 billion, with over $16 billion in portfolio and serviced mortgages. LMCU has 71 convenient branch locations, including 21 across the Tampa Bay area and Southwest Florida. LMCU members have access to over 55,000 Allpoint ATMs worldwide. LMCU provides a full range of financial services, from high interest-bearing checking accounts to personal loans, mortgages, business banking, investments, and insurance.

    To find out more, visit LMCU.org. Federally insured by NCUA. Equal Housing Lender. NMLS #442967.

    Media Contact:
    Christi Cowdin
    Chief Marketing Officer | Senior VP of Marketing
    (616) 242-9755
    Christi.Cowdin@LMCU.org

    The MIL Network –

  • MIL-OSI: Churchill Announces Shares for Debt Transaction

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Oct. 21, 2024 (GLOBE NEWSWIRE) — Further to its news release dated March 6, 2023 announcing the exercise of an existing option to acquire a 100% interest in certain mineral properties with prospective diamond targets plus potential nickel and lithium targets located immediately west of the town of White River, Ontario (the “Properties”), Churchill Resources Inc. (“Churchill” or the “Company”) (TSXV: CRI) announces that it has agreed to settle an outstanding debt in the amount of $50,000 (the “Debt”), representing an annual advance royalty owing to the vendors of the Properties under the terms of an existing option and purchase agreement, by issuing an aggregate of 555,555 common shares of the Company (“Common Shares”) at a price of $0.09 per Common Share to the vendors (the “Shares for Debt Transaction”). The Board of Directors has determined it is in the best interests of the Company to settle the outstanding Debt by the issuance of the Common Shares in order to preserve the Company’s cash for ongoing operations.

    Closing of the Shares for Debt Transaction is subject customary closing conditions, including the prior approval of the TSX Venture Exchange (“TSXV”). The Company intends to close the Shares for Debt Transaction as soon as practicable following receipt of the approval from the TSXV. The Common Shares to be issued pursuant to the Shares for Debt Transaction will be subject to a statutory hold period of four months and one day from the date of issuance.

    About Churchill Resources Inc.

    Churchill Resources Inc. is a Canadian exploration company focused on high grade, magmatic nickel sulphides in Canada, principally at its prospective Taylor Brook and Florence Lake properties in Newfoundland & Labrador. The Churchill management team, board and its advisors have decades of combined management experience in mineral exploration and in the establishment of successful publicly listed mining companies, both in Canada and around the world. Churchill’s Taylor Brook and Florence Lake projects have the potential to benefit from the province’s large and diversified minerals industry, which includes world class nickel mines and processing facilities, and a well-developed mineral exploration sector with locally based drilling and geological expertise.

    Further Information

    For further information regarding Churchill, please contact:

    Churchill Resources Inc.
    Paul Sobie, Chief Executive Officer
    Tel. +1 416.365.0930 (o)
      +1 647.988.0930 (m)
    Email psobie@churchillresources.com
       
    Alec Rowlands, Corporate Consultant
    Tel. +1 416.721.4732 (m)
    Email arowlands@churchillresources.com
     

    FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements, within the meaning of applicable securities legislation, concerning the Company’s business and affairs. In certain cases, forward-looking statements can be identified by the use of words such as ‘‘plans’’, ‘‘expects’’ or ‘‘does not expect’’, “intends” ‘‘budget’’, ‘‘scheduled’’, ‘‘estimates’’, “forecasts’’, ‘‘intends’’, ‘‘anticipates’’ or variations of such words and phrases or state that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘might’’ or ‘‘will be taken’’, ‘‘occur’’ or ‘‘be achieved’’. These forward-looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially. Although the Company believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that these expectations will prove to be correct. Such statements include statements with respect to: (i) the receipt of the approval for the Shares for Debt Transaction from the TSXV; and (ii) the intended timing of the closing of the Shares for Debt Transaction. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors, including those discussed above, could cause actual results to differ materially from the results discussed in the forward-looking statements. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement.

    All of the forward-looking statements made in this press release are qualified by these cautionary statements. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking information is provided as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under applicable securities legislation.

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

    The MIL Network –

  • MIL-OSI: Purpose Investments Inc. Announces October 2024 Distributions

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Oct. 21, 2024 (GLOBE NEWSWIRE) — Purpose Investments Inc. (“Purpose”) is pleased to announce distributions for the month of October 2024 for its open-end exchange traded funds and closed-end funds (“the Funds”).        

    The ex-distribution date for all Open-End Funds is October 29, 2024. The ex-distribution date for all closed-end funds is October 31, 2024.  

    Open-End Funds Ticker Symbol Distribution per share/unit Record Date Payable Date Distribution Frequency
    Apple (AAPL) Yield Shares Purpose ETF – ETF Units APLY $0.1667 10/29/2024 11/04/2024 Monthly
    Purpose Canadian Financial Income Fund – ETF Series BNC $0.1225¹ 10/29/2024 11/04/2024 Monthly
    Purpose Global Bond Fund – ETF Units BND $0.0840 10/29/2024 11/04/2024 Monthly
    Berkshire Hathaway (BRK) Yield Shares Purpose ETF – ETF Units BRKY $0.1000 10/29/2024 11/04/2024 Monthly
    Purpose Bitcoin Yield ETF – ETF Units BTCY $0.05250 10/29/2024 11/04/2024 Monthly
    Purpose Bitcoin Yield ETF – ETF Non-Currency Hedged Units BTCY.B $0.0605 10/29/2024 11/04/2024 Monthly
    Purpose Bitcoin Yield ETF – ETF USD Units BTCY.U US $0.0510 10/29/2024 11/04/2024 Monthly
    Purpose Credit Opportunities Fund – ETF Units CROP $0.0875 10/29/2024 11/04/2024 Monthly
    Purpose Credit Opportunities Fund – ETF USD Units CROP.U US $0.0975 10/29/2024 11/04/2024 Monthly
    Purpose Ether Yield ETF – ETF Units ETHY $0.0380 10/29/2024 11/04/2024 Monthly
    Purpose Ether Yield ETF – ETF Non-Currency Hedged Units ETHY.B $0.0470 10/29/2024 11/04/2024 Monthly
    Purpose Ether Yield ETF – ETF Non-Currency Hedged USD Units ETHY.U US $0.0370 10/29/2024 11/04/2024 Monthly
    Purpose Global Flexible Credit Fund – ETF Units FLX $0.0461 10/29/2024 11/04/2024 Monthly
    Purpose Global Flexible Credit Fund – ETF Non-Currency Hedged Units FLX.B $0.0551 10/29/2024 11/04/2024 Monthly
    Purpose Global Flexible Credit Fund – ETF Non-Currency Hedged USD Units FLX.U US $0.0385 10/29/2024 11/04/2024 Monthly
    Purpose Global Bond Class – ETF Units IGB $0.0860¹ 10/29/2024 11/04/2024 Monthly
    Microsoft (MSFT) Yield Shares Purpose ETF – ETF Units MSFY $0.1000 10/29/2024 11/04/2024 Monthly
    Purpose Enhanced Premium Yield Fund – ETF Series PAYF $0.1375¹ 10/29/2024 11/04/2024 Monthly
    Purpose Total Return Bond Fund – ETF Series PBD $0.0590¹ 10/29/2024 11/04/2024 Monthly
    Purpose Core Dividend Fund – ETF Series PDF $0.1050¹ 10/29/2024 11/04/2024 Monthly
    Purpose Enhanced Dividend Fund – ETF Series PDIV $0.0950¹ 10/29/2024 11/04/2024 Monthly
    Purpose Real Estate Income Fund – ETF Series PHR $0.0720¹ 10/29/2024 11/04/2024 Monthly
    Purpose International Dividend Fund – ETF Series PID $0.0780 10/29/2024 11/04/2024 Monthly
    Purpose Monthly Income Fund – ETF Series PIN $0.0830¹ 10/29/2024 11/04/2024 Monthly
    Purpose Multi-Asset Income Fund – ETF Units PINC $0.0840 10/29/2024 11/04/2024 Monthly
    Purpose Conservative Income Fund – ETF Series PRP $0.0600¹ 10/29/2024 11/04/2024 Monthly
    Purpose Premium Yield Fund – ETF Series PYF $0.1100¹ 10/29/2024 11/04/2024 Monthly
    Purpose Premium Yield Fund – ETF Non-Currency Hedged Series PYF.B $0.1230¹ 10/29/2024 11/04/2024 Monthly
    Purpose Premium Yield Fund – ETF Non-Currency Hedged USD Series PYF.U US $0.1200¹ 10/29/2024 11/04/2024 Monthly
    Purpose Core Equity Income Fund – ETF Series RDE $0.0875¹ 10/29/2024 11/04/2024 Monthly
    Purpose Emerging Markets Dividend Fund – ETF Units REM $0.0950 10/29/2024 11/04/2024 Monthly
    Purpose Canadian Preferred Share Fund – ETF Units RPS $0.0950 10/29/2024 11/04/2024 Monthly
    Purpose US Preferred Share Fund – ETF Series RPU $0.0940 10/29/2024 11/04/2024 Monthly
    Purpose US Preferred Share Fund Non-Currency Hedged – ETF Units² RPU.B / RPU.U $0.0940 10/29/2024 11/04/2024 Monthly
    Purpose Strategic Yield Fund – ETF Units SYLD $0.0970 10/29/2024 11/04/2024 Monthly
    Amazon (AMZN) Yield Shares Purpose ETF- ETF Units YAMZ $0.3500 10/29/2024 11/04/2024 Monthly
    Alphabet (GOOGL) Yield Shares Purpose ETF – ETF Units YGOG $0.2000 10/29/2024 11/04/2024 Monthly
    NVIDIA (NVDA) Yield Shares Purpose ETF – ETF Units YNVD $0.7500 10/29/2024 11/04/2024 Monthly
    Tesla (TSLA) Yield Shares Purpose ETF – ETF Units YTSL $0.3000 10/29/2024 11/04/2024 Monthly
               
    Closed-End Funds Ticker Symbol Distribution
    per share/unit    		 Record Date Payable Date Distribution Frequency
    Big Banc Split Corp – Class A BNK $ 0.1200¹ 10/31/2024 11/15/2024 Monthly
    Big Banc Split Corp – Preferred Shares BNK.PR.A $ 0.0700¹ 10/31/2024 11/15/2024 Monthly

    Estimated October 2024 Distributions for Purpose USD Cash Management Fund, Purpose Cash Management Fund, Purpose High Interest Savings Fund, and Purpose US Cash Fund

    The October 2024 distribution rates for Purpose USD Cash Management Fund, Purpose Cash Management Fund, Purpose High Interest Savings Fund, and Purpose US Cash Fund are estimated to be as follows:

    Fund Name Ticker Symbol Estimated Distribution per unit Record Date Payable Date Distribution Frequency
    Purpose USD Cash Management Fund – ETF Units MNU.U US $0.4479 10/29/2024 11/04/2024 Monthly
    Purpose Cash Management Fund – ETF Units MNY $0.3910 10/29/2024 11/04/2024 Monthly
    Purpose High Interest Savings Fund – ETF Units PSA $0.1852 10/29/2024 11/04/2024 Monthly
    Purpose US Cash Fund – ETF Units PSU.U US $0.4275 10/29/2024 11/04/2024 Monthly

    Purpose expects to issue a press release on or about October 28, 2024, which will provide the final distribution rate for Purpose USD Cash Management Fund, Purpose Cash Management Fund, Purpose High Interest Savings Fund, and Purpose US Cash Fund. The ex-distribution date will be October 29, 2024.

    (1)  Dividend is designated as an “eligible” Canadian dividend for purposes of the Income Tax Act (Canada) and any similar provincial and territorial legislation.
    (2) Purpose US Preferred Share Fund Non-Currency Hedged – ETF Units have both a CAD and USD purchase option. Distribution per unit is declared in CAD, however, the USD purchase option (RPU.U) distribution will be made in the USD equivalent. Conversion into USD will use the end-of-day foreign exchange rate prevailing on the ex-distribution date.
       

    About Purpose Investments Inc.

    Purpose Investments is an asset management company with more than $21 billion in assets under management. Purpose Investments has an unrelenting focus on client-centric innovation and offers a range of managed and quantitative investment products. Purpose Investments is led by well-known entrepreneur Som Seif and is a division of Purpose Unlimited, an independent technology-driven financial services company.

    For further information please contact:
    Keera Hart
    Keera.Hart@kaiserpartners.com
    905-580-1257

    Commissions, trailing commissions, management fees and expenses all may be associated with investment fund investments. Please read the prospectus and other disclosure documents before investing. Investment funds are not covered by the Canada Deposit Insurance Corporation or any other government deposit insurer. There can be no assurance that the full amount of your investment in a fund will be returned to you. If the securities are purchased or sold on a stock exchange, you may pay more or receive less than the current net asset value. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated.

    The MIL Network –

  • MIL-OSI: LNG Energy Group Provides an Operational Update and Change of Transfer Agent

    Source: GlobeNewswire (MIL-OSI)

    Highlights:

    • LNG Energy Group expects to issue a reserves update by month-end in respect of the reserves to be acquired in Venezuela.
    • Debt Repayments – Approximately U.S.$14.7 million amortization of term-loan debt principal.
    • ESG Initiatives – Lewis Energy Colombia obtains ISO certification and dedicates property to reforestation in advance of its carbon reduction initiatives in Colombia.
    • Natural Gas Compressor – New compressor will be used to optimize production and improve reserves life.
    • Commencement of new Oilfield Services Division.
    • Gas Sales Agreements – Amendments with off-takers allow for temporary lower nominations to facilitate maintenance and workover program.
    • Capital Expenditures – Expecting to drill a development and a re-entry at an existing development well in the fourth quarter of 2024.

    TORONTO, Oct. 21, 2024 (GLOBE NEWSWIRE) — LNG Energy Group Corp. (TSXV: LNGE) (TSXV: LNGE.WT) (OTCQB: LNGNF) (FWB: E26) (the “Company” or “LNG Energy Group”) is pleased to an operational update on its projects in Venezuela and Colombia.

    Corporate

    Since August 2023, the Company has been able to repay approximately U.S.$14.7 million in amortization on its long-term bank debt.

    Colombia

    Environmental, Health and Safety and sustainability Practices

    The Company is pleased to announce that its wholly owned subsidiary, Lewis Energy Colombia, Inc. (“LEC”), has successfully completed the following ISO recertifications, after an audit performed by Bureau Veritas:

    • 9001:2015 – Quality Management System (QMS): this certification recognizes LEC for its successful implementation and continual improvement of its QMS.
    • 14001:2015 – Environmental Management Systems (EMS): this certification recognizes LEC’s commitment to take proactive measures to minimize its environmental footprint, comply with relevant legal requirements and achieve their environmental objectives.
    • 45001:2018 – Occupational Health and Safety (OH&S) Management System: this certification recognizes LEC’s commitment to systematically assess hazards and implement risk control measures, leading to reduced workplace injuries, illnesses and incidents.

    LEC is also in the process of assigning 25 hectares (62 acres) to the Corporación Autónoma Regional del Atlántico (“CRA”), the environmental agency for the Atlántico state in northern Colombia. This land will be used for reforestation projects and for the purpose of protecting the local watershed. Currently, LEC has approximately 360 hectares (900 acres) in the area and this is land that will be used for environmental compensation purposes, contributing to a reduction in LEC’s carbon footprint.

    Compressor at the Bullerengue Field

    The Company is pleased to announce the completion of its new compressor project at the Bullerengue field. The compressor recently began operation and will be instrumental in increasing the reserves life of the field while facilitating access to an additional 1.67 Bcf of natural gas at the north side of the field. The compressor will also serve to increase LEC’s ability to respond to regulatory requirements and improve general operational efficiencies.

    Source: Company images of the new compressor and facilities at the Bullerengue field.

    Oilfield Services Division

    LEC is continuing studies to offer drilling rig services to third parties in Colombia, as a way of optimizing resource use to increase company income, while allowing us to maintain a strong core rig crew, which helps improve our operational efficiency.

    LEC has three rigs on the ground in its Sinú-San Jacinto Norte-1 Block (the “SSJN-1 block”) near Barranquilla, Colombia. They include one 1,600 HP top-drive drilling rig, one 1,000 HP top-drive drilling rig and one 550 HP workover rig. These rigs come complete with generators, pumps, BOPs, mud systems, tanks and other equipment needed to fully execute drilling and workovers operations. Together, the rigs and associated equipment have an estimated value of approximately U.S.$10 million.

    The Company looks to mobilize its equipment and personnel in the fourth quarter of 2024 to pursue workover and drilling activities.

    Gas Sales Agreements

    As a result of unexpected production restrictions at certain wells in the Bullerengue natural gas field, the Company has had to limit natural gas deliveries under certain gas sales agreements dedicated to supplying natural gas demand. As a result of careful review of the legal, social and security circumstances, the natural gas supply needs of the Colombian gas market, and the Company’s commitment to meet its commercial obligations with its off-takers and strategic partner contracts, the Company considers it prudent to pursue short term volume delivery amendments reducing volumes by 5.0 MMbtu/d for a period of four months with no significant changes to LEC’s average natural gas sales price.

    The Company is presently working on remediating this disruption and expects to have production back to normal levels upon execution of well maintenance and drilling activity. The Company is working on workover and drilling initiatives to make up for these sales volumes in the future and meet its average production and long-term valuation creation objectives and therefore does not expect this situation to have a long-term material impact on its operations and results.

    Capital Expenditures

    For the remainder of 2024, the Company expects to drill at least one additional development well and conduct a re-entry at an existing well at the SSJN-1 block onshore in Colombia in addition to its remaining workover campaign. The workover campaign is designed to address maintenance declines in production as well as increase production from the Company’s existing wells.

    Venezuela

    On April 17, 2024, LNG Energy Group’s wholly own subsidiary, LNGEG Growth I Corp. (“LNG Venezuela”) was conditionally entered into a binding agreement with PDVSA Petroleo S.A. (“PPSA”), a subsidiary of Petroleos de Venezuela S.A., the Venezuelan national oil company, for the operation of the Nipa-Nardo-Niebla and the Budare-Elotes CPPs in onshore Venezuela (collectively, the “Venezuela Blocks”). The Venezuela Blocks are currently producing 3,000 bbl/d of light and medium oil.

    The Company is preparing a baseline to understand the work program and activities required to take over operations of these fields and optimize production and is in the process of certifying the reserves at certain of the Venezuela Blocks in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. The disclosure of these reserves is subject to review and approval of PPSA.

    The CPPs were executed within the term of General License 44 issued by the US Office of Foreign Assets Control (OFAC). License 44 has been replaced by License 44A, and the Corporation is following the applicable regulatory procedures to operate in full compliance with the applicable sanction regimes. LNG Venezuela and PPSA have mutually agreed to extend the outside date of the CPPs to November 30, 2024.

    Transfer Agent

    LNG Energy Group announces that Odyssey Trust Company (“Odyssey”) has replaced Computershare Investor Services Inc. (“Computershare”) as the registrar and transfer agent of the Company effective September 11, 2024. Shareholders need not take any action in respect of the change in transfer agent.

    All inquiries and correspondence relating to shareholders’ records, transfer of shares, lost certificates, or change of address should now be directed to Odyssey as follows:

    Odyssey Trust Company
    Trader’s Bank Building
    702 – 67 Yonge Street
    Toronto ON M5E 1J8

    Phone: 1-587-885-0960
    Fax:1-800-517-4553
    Email: clients@odysseytrust.com
    Website: http://www.odysseytrust.com/contact

    As of the date hereof, Computershare remains the trustee of any applicable warrants and escrow arrangements.

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

    About LNG Energy Group

    The Company is focused on the acquisition and development of oil and gas exploration and production assets in Latin America.

    For more information, please see below:

    Website:
    http://www.lngenergygroup.com

    Investor Relations:
    James Morris, Vice-President, Business Development and Investor Relations
    Email: investor.relations@lngenergygroup.com
    Telephone: 205-835-0676

    Find us on social media:
    LinkedIn: https://www.linkedin.com/company/lng-energy-group-inc/
    Instagram: @lngenergygroup

    X: @LNGEnergyCorp

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

    This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking statements, and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often using phrases such as “expects”, “anticipates”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends”, or variations of such words and phrases, or stating that certain actions, events or results “may” or “could”, “would”, “should”, “might” or “will” be taken to occur or be achieved, are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder or regulatory approvals, factors may occur which impede or prevent LNG Energy Group’s future business plans; and other factors beyond the control of LNG Energy Group. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, LNG Energy Group assumes no obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law.

    CPPs

    Please see the Company’s news release dated April 24, 2024 for additional information with respect to the CCPs. There can be no guarantee that the Company or LNG Venezuela shall be able to complete the acquisition terms required by PPSA.

    The CPPs were executed within the term of General License 44 issued by the US Office of Foreign Assets Control (OFAC). License 44 has been replaced by License 44A requiring US persons to wind down oil operations in Venezuela before May 31, 2024. License 44 has been replaced by License 44A, and the Corporation is following the applicable regulatory procedures to operate in full compliance with the applicable sanction regimes.

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/2891cdb5-62b8-4666-80a7-49014f2eb929

    The MIL Network –

  • MIL-OSI: Sandy Spring Bancorp Reports Third Quarter Earnings of $16.2 Million

    Source: GlobeNewswire (MIL-OSI)

    OLNEY, Md., Oct. 21, 2024 (GLOBE NEWSWIRE) — Sandy Spring Bancorp, Inc. (Nasdaq-SASR), the parent company of Sandy Spring Bank, reported net income of $16.2 million ($0.36 per diluted common share) for the quarter ended September 30, 2024, compared to net income of $22.8 million ($0.51 per diluted common share) for the second quarter of 2024 and $20.7 million ($0.46 per diluted common share) for the third quarter of 2023.

    Current quarter’s core earnings were $17.9 million ($0.40 per diluted common share), compared to $24.4 million ($0.54 per diluted common share) for the quarter ended June 30, 2024 and $27.8 million ($0.62 per diluted common share) for the quarter ended September 30, 2023. Core earnings exclude the after-tax impact of amortization of intangibles, investment securities gains or losses and other non-recurring or extraordinary items. The current quarter’s decline in net income and core earnings as compared to the linked quarter was driven by higher provision for credit losses combined with higher non-interest expense, partially offset by higher net interest income. The total provision for credit losses was $6.3 million for the third quarter of 2024 compared to $1.0 million for the previous quarter and $2.4 million for the third quarter of 2023.

    “We have a solid capital position and are seeing ongoing success with our core deposit strategies and our wealth management lines of business,” said Daniel J. Schrider, Chair, President & CEO of Sandy Spring Bank. “Our wealth teams – Sandy Spring Trust, and our subsidiaries, West Financial and RPJ – have an expanding number of referrals from current clients and work closely with business owners from early growth through maturity. The success of our wealth teams’ approach is reflected in our strong fee income results.”

    Third Quarter Highlights

    • Total assets at September 30, 2024 increased by 3% to $14.4 billion compared to $14.0 billion at June 30, 2024.
    • Total loans remained level at $11.5 billion as of September 30, 2024 compared to June 30, 2024. During the current quarter, AD&C and commercial business loans and lines increased by $71.3 million and $19.4 million, respectively, while the commercial investor real estate segment declined by $64.9 million. Total residential mortgage and consumer loan portfolios remained relatively unchanged during this period.
    • Deposits increased by $397.5 million or 4% to $11.7 billion at September 30, 2024 compared to $11.3 billion at June 30, 2024, as interest-bearing deposits increased $425.8 million, while noninterest-bearing deposits declined $28.3 million. Strong growth in the interest-bearing deposit categories was mainly experienced within money market, time deposits and savings accounts, which grew by $185.2 million, $151.5 million, and $66.1 million, respectively, compared to the linked quarter. The decline in noninterest-bearing deposit categories was driven by lower balances in personal and small business checking accounts. Total deposits, excluding brokered deposits, increased by $351.7 million or 3% quarter-over-quarter and represented 94% of total deposits as of September 30, 2024.
    • The ratio of non-performing loans to total loans was 1.09% at September 30, 2024 compared to 0.81% at June 30, 2024 and 0.46% at September 30, 2023. The current quarter’s increase in non-performing loans was mainly related to a single AD&C loan that was placed on non-accrual status during the current period. Net charge-offs for the current quarter totaled $0.7 million.
    • Net interest income for the third quarter of 2024 grew $1.1 million or 1% compared to the previous quarter and decreased by $3.7 million or 4% compared to the third quarter of 2023. Compared to the previous quarter, interest income increased by $5.0 million, while interest expense increased by $3.9 million.
    • The net interest margin was 2.44% for the third quarter of 2024 compared to 2.46% for the second quarter of 2024 and 2.55% for the third quarter of 2023. During the current quarter, the net interest margin was negatively impacted by a reversal of previously accrued uncollected interest income on a single large AD&C loan placed on a non-accrual status. Compared to the linked quarter, the rate paid on interest-bearing liabilities increased seven basis points, while the yield on interest-earning assets increased three basis points.
    • Provision for credit losses directly attributable to the funded loan portfolio was $6.3 million for the current quarter compared to $3.0 million in the previous quarter and $3.2 million in the prior year quarter. The current quarter’s provision expense is mainly attributable to higher individual reserves on collateral-dependent loans, primarily related to a single AD&C loan due to the borrower-specific circumstances, partially offset by lower qualitative adjustments due to the reduction in commercial investor real estate loans. In addition, during the current quarter, the provision for unfunded commitments was insignificant compared to a credit of $1.9 million from the previous quarter.
    • Non-interest income for the third quarter of 2024 increased by 1% or $0.1 million compared to the linked quarter and grew by 13% or $2.3 million compared to the prior year quarter. The quarter-over-quarter increase was mainly driven by higher wealth management income and other income, generated by higher credit-related fees, which was fully offset by lower income from bank owned life insurance due to a receipt of one-time mortality proceeds during the prior quarter.
    • Non-interest expense for the third quarter of 2024 increased by $4.8 million compared to the second quarter of 2024 and $0.5 million compared to the prior year quarter. The quarterly increase in non-interest expense was primarily due to higher salaries and benefits along with an increase in professional fees and services.
    • Return on average assets (“ROA”) for the quarter ended September 30, 2024 was 0.46% and return on average tangible common equity (“ROTCE”) was 5.88% compared to 0.66% and 8.27%, respectively, for the second quarter of 2024 and 0.58% and 7.42%, respectively, for the third quarter of 2023. On a non-GAAP basis, the current quarter’s core ROA was 0.50% and core ROTCE was 5.88% compared to 0.70% and 8.27%, respectively, for the previous quarter and 0.78% and 9.51%, respectively, for the third quarter of 2023.
    • The GAAP efficiency ratio was 72.12% for the third quarter of 2024, compared to 68.19% for the second quarter of 2024 and 70.72% for the third quarter of 2023. The non-GAAP efficiency ratio was 69.06% for the third quarter of 2024 compared to 65.31% for the second quarter of 2024 and 60.91% for the prior year quarter. The increase in non-GAAP efficiency ratio (reflecting a decrease in efficiency) in the current quarter compared to the previous quarter was the result of higher non-interest expense in the current quarter.

    Balance Sheet and Credit Quality

    Total assets were $14.4 billion at September 30, 2024, as compared to $14.0 billion at June 30, 2024. At September 30, 2024, total loans remained stable at $11.5 billion compared to the previous quarter. During this period, the growth in AD&C and commercial business loans and lines of $71.3 million or 6% and $19.4 million or 1%, respectively, were mostly offset by the decline in commercial investor real estate loans of $64.9 million or 1%. Total residential mortgage and consumer loan portfolios remained relatively unchanged.

    Deposits increased $397.5 million or 4% to $11.7 billion at September 30, 2024 compared to $11.3 billion at June 30, 2024. During this period, noninterest-bearing deposits decreased $28.3 million or 1%, while interest-bearing deposits increased $425.8 million or 5%. The slight decline in noninterest-bearing deposit categories was driven by decreases in personal and small business checking accounts, partially offset by an increase in commercial checking accounts. Growth in interest-bearing deposits was seen across all product categories, but most notably in money market and time deposit accounts which grew $185.2 million or 7% and $151.5 million or 6% during the current quarter, respectively. Total deposits, excluding brokered deposits, increased by $351.7 million or 3% quarter-over-quarter and remained at 94% of the total deposits as of September 30, 2024 compared to June 30, 2024, reflecting continued strength and stability of the core deposit base. Total uninsured deposits at September 30, 2024 were approximately 37% of total deposits.

    Total borrowings decreased $54.1 million or 6% at September 30, 2024 as compared to the previous quarter, primarily driven by a $50.0 million pay down of FHLB advances. At September 30, 2024, available unused sources of liquidity, which consist of available FHLB borrowings, fed funds, funds through the Federal Reserve Bank’s discount window, as well as excess cash and unpledged investment securities, totaled $6.3 billion or 146% of uninsured deposits.

    The tangible common equity to tangible assets ratio declined slightly to 8.83% at September 30, 2024, compared to 8.85% at June 30, 2024.

    At September 30, 2024, the Company had a total risk-based capital ratio of 15.53%, a common equity tier 1 risk-based capital ratio of 11.27%, a tier 1 risk-based capital ratio of 11.27%, and a tier 1 leverage ratio of 9.59%. These risk-based capital ratios compare to a total risk-based capital ratio of 15.49%, a common equity tier 1 risk-based capital ratio of 11.28%, a tier 1 risk-based capital ratio of 11.28%, and a tier 1 leverage ratio of 9.70% at June 30, 2024. All of these ratios remain well in excess of the mandated minimum regulatory requirements.

    Non-performing loans include non-accrual loans and accruing loans 90 days or more past due. At September 30, 2024, non-performing loans totaled $125.3 million, compared to $93.0 million at June 30, 2024 and $51.8 million at September 30, 2023. The non-performing loans to total loans ratio was 1.09% compared to 0.81% on a linked quarter basis. These levels of non-performing loans compare to 0.46% at September 30, 2023. The current quarter’s increase in non-performing loans was mainly related to a single AD&C loan with the total outstanding principal balance of $28.0 million, which was placed on a non-accrual status during the current period. Total net charge-offs for the current quarter amounted to $0.7 million compared to $0.2 million for the second quarter of 2024 and $0.1 million for the third quarter of 2023.

    At September 30, 2024, the allowance for credit losses was $131.4 million or 1.14% of outstanding loans and 105% of non-performing loans, compared to $125.9 million or 1.10% of outstanding loans and 135% of non-performing loans at the end of the previous quarter and $123.4 million or 1.09% of outstanding loans and 238% of non-performing loans at the end of the third quarter of 2023. The increase in the allowance for the current quarter compared to the previous quarter mainly reflects higher individual reserves on collateral-dependent non-accrual loans, primarily driven by the aforementioned AD&C lending relationship, partially offset by lower qualitative adjustments as a result of declines in commercial investor real estate loans.

    Income Statement Review

    Quarterly Results

    Net income was $16.2 million ($0.36 per diluted common share) for the three months ended September 30, 2024 compared to $22.8 million ($0.51 per diluted common share) for the three months ended June 30, 2024 and $20.7 million ($0.46 per diluted common share) for the prior year quarter. The current quarter’s core earnings were $17.9 million ($0.40 per diluted common share), compared to $24.4 million ($0.54 per diluted common share) for the previous quarter and $27.8 million ($0.62 per diluted common share) for the quarter ended September 30, 2023. The decreases in the current quarter’s net income and core earnings compared to the previous quarter were driven primarily by higher provision for credit losses and non-interest expense.

    Net interest income for the third quarter of 2024 increased $1.1 million or 1% compared to the previous quarter and declined $3.7 million or 4% compared to the third quarter of 2023. During the current quarter, interest income increased $5.0 million, while interest expense increased $3.9 million. The rising interest rate environment was primarily responsible for a $7.7 million year-over-year increase in interest income. This growth in interest income was more than offset by the $11.4 million year-over-year growth in interest expense as funding costs have also risen in response to the rising rate environment and significant competition for deposits.

    The net interest margin was 2.44% for the third quarter of 2024 compared to 2.46% for the second quarter of 2024 and 2.55% for the third quarter of 2023. The decrease in the net interest margin during the current quarter was a result of a seven basis point increase in the rate paid on interest-bearing liabilities, while the yield earned on interest-earning assets rose three basis points. The current quarter’s net interest margin was negatively impacted by approximately three basis points due to the reversal of previously accrued uncollected interest income on a single large AD&C loan placed on non-accrual status during the period. As compared to the prior year quarter, the yield on interest-earning assets increased 23 basis points while the rate paid on interest-bearing liabilities rose 39 basis points, resulting in net interest margin compression of 11 basis points. The rate and yield increases year-over-year were driven by the higher interest rate environment, competition for deposits in the market, and customer movement of excess funds out of noninterest-bearing accounts into higher yielding products.

    The total provision for credit losses was $6.3 million for the third quarter of 2024 compared to $1.0 million for the previous quarter and $2.4 million for the third quarter of 2023. The provision for credit losses directly attributable to the funded loan portfolio was $6.3 million for the current quarter compared to $3.0 million for the second quarter of 2024 and $3.2 million for the third quarter of 2023. The current quarter’s provision is mainly a reflection of higher individual reserves on collateral-dependent non-accrual loans, primarily associated with the provision on a single AD&C lending relationship based on the current fair value of the collateral, partially offset by lower qualitative adjustments driven by an overall reduction in commercial investor real estate loan portfolio. In addition, during the current quarter, the reserve for unfunded commitments remained relatively stable at $1.5 million.

    Non-interest income for the third quarter of 2024 increased by 1% or $0.1 million compared to the linked quarter and grew by 13% or $2.3 million compared to the prior year quarter. The current quarter’s increase in non-interest income as compared to the previous quarter was mainly driven by the $0.4 million increase in other income, generated by credit-related fees, and $0.3 million increase in wealth management income, due to the $352.1 million or 6% growth in assets under management quarter-over-quarter and the overall favorable market performance, offset by $0.5 million decrease in BOLI income, due to the receipt of one-time death proceeds in the prior quarter.

    Non-interest expense for the third quarter of 2024 increased $4.8 million or 7% compared to the second quarter of 2024 and $0.5 million or 1% compared to the third quarter of 2023. The quarter-over-quarter increase is predominantly attributable to the $3.2 million increase in salaries and benefits, due to the increase in employee incentive compensation coupled with the $1.6 million increase in professional fees and services, mostly due to a one-time contract negotiation fee. The prior year quarter included $8.2 million of pension settlement expense related to the termination of the Company’s pension plan. Excluding this item, non-interest expense for the third quarter of 2024 increased $8.6 million or 13% compared to the third quarter of 2023.

    For the third quarter of 2024, the GAAP efficiency ratio was 72.12% compared to 68.19% for the second quarter of 2024 and 70.72% for the third quarter of 2023. The GAAP efficiency ratio rose from the prior year quarter primarily as a result of the 1% increase in GAAP non-interest expense coupled with the 1% decline in GAAP revenue. The non-GAAP efficiency ratio was 69.06% for the current quarter as compared to 65.31% for the second quarter of 2024 and 60.91% for the third quarter of 2023. The increase in the non-GAAP efficiency ratio (reflecting a decrease in efficiency) from the third quarter of the prior year to the current year quarter was primarily the result of the 12% increase in adjusted non-interest expense.

    ROA for the quarter ended September 30, 2024 was 0.46% and ROTCE was 5.88% compared to 0.66% and 8.27%, respectively, for the second quarter of 2024 and 0.58% and 7.42%, respectively, for the third quarter of 2023. On a non-GAAP basis, the current quarter’s core ROA was 0.50% and core ROTCE was 5.88% compared to 0.70% and 8.27% for the second quarter of 2024 and 0.78% and 9.51%, respectively, for the third quarter of 2023.

    Year-to-Date Results

    The Company recorded net income of $59.4 million for the nine months ended September 30, 2024 compared to net income of $96.7 million for the same period in the prior year. Core earnings were $64.3 million for the nine months ended September 30, 2024 compared to $107.2 million for the same period in the prior year. Year-to-date net income and core earnings declined as a result of lower net interest income in combination with higher provision for credit losses, which was partially offset by higher non-interest income.

    For the nine months ended September 30, 2024, net interest income decreased $31.8 million compared to the prior year as a result of the $61.1 million increase in interest expense, partially offset by the $29.3 million increase in interest income. The increase in interest expense was driven by the interest expense on deposits, primarily associated with savings and time deposit accounts. The net interest margin declined to 2.44% for the nine months ended September 30, 2024, compared to 2.75% for the prior year, primarily as a result of higher funding costs due to the elevated interest rate environment and market competition for deposits during the period.

    The provision for credit losses for the nine months ended September 30, 2024 was $9.7 million as compared to a credit of $14.1 million for 2023. The provision for the nine months ended September 30, 2024 was primarily due to an increase in individual reserves on collateral-dependent non-accrual loans, as well as adjustments applied to specific industries within the commercial real estate segment during the first quarter of 2024. The prior year’s credit to provision was mainly attributable to the improving regional forecasted unemployment rate observed during the first half of 2023, and the declining probability of economic recession.

    For the nine months ended September 30, 2024, non-interest income increased 14% to $57.7 million compared to $50.5 million for 2023. During the current year, wealth management income increased $3.7 million or 14%, as assets under management increased $1.0 billion or 19% year-over-year. In addition, BOLI mortality-related income and service charges on deposit accounts increased $1.3 million and $1.1 million, respectively.

    Non-interest expense increased to $209.0 million for the nine months ended September 30, 2024, compared to $207.9 million for 2023. The drivers of the increase in non-interest expense were the $4.0 million increase in professional fees and services, $2.7 increase in amortization of intangible assets, $1.8 million increase in FDIC expense, and $1.2 million increase in outside data services. These year-over-year increases were offset by the $9.2 million decrease in compensation and benefits, as the prior year period included $8.2 million pension termination expense and $1.9 million of severance related expenses associated with staffing adjustments.

    For the nine months ended September 30, 2024, the GAAP efficiency ratio was 69.98% compared to 64.29% for the same period in 2023. The non-GAAP efficiency ratio for the current year was 67.04% compared to 59.42% for the prior year. The growth in the current year’s GAAP and non-GAAP efficiency ratios compared to the prior year, indicating a decline in efficiency, was the result of the declines in GAAP and non-GAAP revenues combined with the growth in GAAP and non-GAAP non-interest expenses.

    Explanation of Non-GAAP Financial Measures

    This news release contains financial information and performance measures determined by methods other than in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s management believes that the supplemental non-GAAP information provides a better comparison of period-to-period operating performance. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and, therefore, such information is useful to investors. Non-GAAP measures used in this release consist of the following:

    • Tangible common equity and related measures are non-GAAP measures that exclude the impact of goodwill and other intangible assets.
    • The non-GAAP efficiency ratio excludes amortization of intangible assets, investment securities gains/(losses), severance expense, contingent payment expense, and includes tax-equivalent income.
    • Core earnings and the related measures of core earnings per diluted common share, core return on average assets and core return on average tangible common equity reflect net income exclusive of amortization of intangible assets, investment securities gains/(losses) and other non-recurring or extraordinary items, on a net of tax basis.
    • Pre-tax pre-provision net income excludes income tax expense and the provision (credit) for credit losses.

    These disclosures should not be viewed as a substitute for financial results in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Please refer to the non-GAAP Reconciliation tables included with this release for a reconciliation of these non-GAAP measures to the most directly comparable GAAP measure.

    Conference Call Cancelled

    As a result of today’s announcement that the Company has entered into a merger agreement with Atlantic Union Bankshares Corporation, the Company has cancelled its conference call scheduled for 2:00 p.m. ET today to discuss the Company’s results for the third quarter of 2024.

    About Sandy Spring Bancorp, Inc.

    Sandy Spring Bancorp, Inc., headquartered in Olney, Maryland, is the holding company for Sandy Spring Bank, a premier community bank in the Greater Washington, D.C. region. With over 50 locations, the bank offers a broad range of commercial and retail banking, mortgage, private banking, and trust services throughout Maryland, Virginia, and Washington, D.C. Through its subsidiaries, Rembert Pendleton Jackson and West Financial Services, Inc., Sandy Spring Bank also offers a comprehensive menu of wealth management services.

    Source: Sandy Spring Bancorp, Inc.
    Code: SASR-E

    Forward-Looking Statements

    Sandy Spring Bancorp’s forward-looking statements are subject to significant risks and uncertainties that may cause actual results to differ materially from those in such statements. These risks and uncertainties include, but are not limited to, the risks identified in our quarterly and annual reports and the following: changes in general business and economic conditions nationally or in the markets that we serve; changes in consumer and business confidence, investor sentiment, or consumer spending or savings behavior; changes in the level of inflation; changes in the demand for loans, deposits and other financial services that we provide; the possibility that future credit losses may be higher than currently expected; the impact of the interest rate environment on our business, financial condition and results of operations; the impact of compliance with changes in laws, regulations and regulatory interpretations, including changes in income taxes; changes in credit ratings assigned to us or our subsidiaries; the ability to realize benefits and cost savings from, and limit any unexpected liabilities associated with, any business combinations; competitive pressures among financial services companies; the ability to attract, develop and retain qualified employees; our ability to maintain the security of our data processing and information technology systems; the impact of changes in accounting policies, including the introduction of new accounting standards; the impact of judicial or regulatory proceedings; the impact of fiscal and governmental policies of the United States federal government; the impact of health emergencies, epidemics or pandemics; the effects of climate change; and the impact of natural disasters, extreme weather events, military conflict, terrorism or other geopolitical events. Sandy Spring Bancorp provides greater detail regarding some of these factors in its Form 10-K for the year ended December 31, 2023, including in the Risk Factors section of that report, and in its other SEC reports. Sandy Spring Bancorp’s forward-looking statements may also be subject to other risks and uncertainties, including those that it may discuss elsewhere in this news release or in its filings with the SEC, accessible on the SEC’s Web site at http://www.sec.gov.

    Sandy Spring Bancorp, Inc. and Subsidiaries
    FINANCIAL HIGHLIGHTS – UNAUDITED

        Three Months Ended
    September 30,    		       Nine Months Ended
    September 30,    		    
    (Dollars in thousands, except per share data)     2024       2023     %
    Change    		     2024       2023     %
    Change
    Results of operations:                        
    Net interest income   $ 81,412     $ 85,081     (4 )%   $ 241,040     $ 272,854     (12 )%
    Provision/ (credit) for credit losses     6,316       2,365     167 %     9,724       (14,116 )   N/M
    Non-interest income     19,715       17,391     13       57,669       50,518     14  
    Non-interest expense     72,937       72,471     1       209,047       207,912     1  
    Income before income tax expense     21,874       27,636     (21 )     79,938       129,576     (38 )
    Net income     16,209       20,746     (22 )     59,388       96,744     (39 )
                             
    Net income attributable to common shareholders   $ 16,205     $ 20,719     (22 )   $ 59,351     $ 96,552     (39 )
    Pre-tax pre-provision net income (1)   $ 28,190     $ 30,001     (6 )   $ 89,662     $ 115,460     (22 )
                             
    Return on average assets     0.46 %     0.58 %         0.56 %     0.92 %    
    Return on average common equity     4.01 %     5.35 %         4.99 %     8.50 %    
    Return on average tangible common equity (1)     5.88 %     7.42 %         7.17 %     11.67 %    
    Net interest margin     2.44 %     2.55 %         2.44 %     2.75 %    
    Efficiency ratio – GAAP basis (2)     72.12 %     70.72 %         69.98 %     64.29 %    
    Efficiency ratio – Non-GAAP basis (2)     69.06 %     60.91 %         67.04 %     59.42 %    
                             
    Per share data:                        
    Basic net income per common share   $ 0.36     $ 0.46     (22 )%   $ 1.32     $ 2.16     (39 )%
    Diluted net income per common share   $ 0.36     $ 0.46     (22 )   $ 1.31     $ 2.15     (39 )
    Weighted average diluted common shares     45,242,920       44,960,455     1       45,156,521       44,912,803     1  
    Dividends declared per share   $ 0.34     $ 0.34     —     $ 1.02     $ 1.02     —  
    Book value per common share   $ 36.10     $ 34.26     5     $ 36.10     $ 34.26     5  
    Tangible book value per common share (1)   $ 27.37     $ 25.80     6     $ 27.37     $ 25.80     6  
    Outstanding common shares     45,125,078       44,895,158     1       45,125,078       44,895,158     1  
                             
    Financial condition at period-end:                        
    Investment securities   $ 1,440,488     $ 1,392,078     3 %   $ 1,440,488     $ 1,392,078     3 %
    Loans     11,491,921       11,300,292     2       11,491,921       11,300,292     2  
    Assets     14,383,073       14,135,085     2       14,383,073       14,135,085     2  
    Deposits     11,737,694       11,151,012     5       11,737,694       11,151,012     5  
    Stockholders’ equity     1,628,837       1,537,914     6       1,628,837       1,537,914     6  
                             
    Capital ratios:                        
    Tier 1 leverage (3)     9.59 %     9.50 %         9.59 %     9.50 %    
    Common equity tier 1 capital to risk-weighted assets (3)     11.27 %     10.83 %         11.27 %     10.83 %    
    Tier 1 capital to risk-weighted assets (3)     11.27 %     10.83 %         11.27 %     10.83 %    
    Total regulatory capital to risk-weighted assets (3)     15.53 %     14.85 %         15.53 %     14.85 %    
    Tangible common equity to tangible assets (4)     8.83 %     8.42 %         8.83 %     8.42 %    
    Average equity to average assets     11.37 %     10.92 %         11.32 %     10.84 %    
                             
    Credit quality ratios:                        
    Allowance for credit losses to loans     1.14 %     1.09 %         1.14 %     1.09 %    
    Non-performing loans to total loans     1.09 %     0.46 %         1.09 %     0.46 %    
    Non-performing assets to total assets     0.89 %     0.37 %         0.89 %     0.37 %    
    Allowance for credit losses to non-performing loans     104.92 %     238.32 %         104.92 %     238.32 %    
    Annualized net charge-offs/ (recoveries) to average loans (5)     0.03 %     — %         0.02 %     0.02 %    
    N/M – not meaningful
    (1) Represents a non-GAAP measure.
    (2) The efficiency ratio – GAAP basis is non-interest expense divided by net interest income plus non-interest income from the Condensed Consolidated Statements of Income. The traditional efficiency ratio – Non-GAAP basis excludes intangible asset amortization, pension settlement expense, severance expense and contingent payment expense from non-interest expense; and investment securities gains/ (losses) from non-interest income; and adds the tax-equivalent adjustment to net interest income. See the Reconciliation Table included with these Financial Highlights.
    (3) Estimated ratio at September 30, 2024.
    (4) The tangible common equity to tangible assets ratio is a non-GAAP ratio that divides assets excluding goodwill and other intangible assets into stockholders’ equity after deducting goodwill and other intangible assets. See the Reconciliation Table included with these Financial Highlights.
    (5) Calculation utilizes average loans, excluding residential mortgage loans held-for-sale.

    Sandy Spring Bancorp, Inc. and Subsidiaries
    RECONCILIATION TABLE – UNAUDITED (CONTINUED)
    OPERATING EARNINGS – METRICS

        Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (Dollars in thousands)     2024       2023       2024       2023  
    Core earnings (non-GAAP):                
    Net income (GAAP)   $ 16,209     $ 20,746     $ 59,388     $ 96,744  
    Plus/ (less) non-GAAP adjustments (net of tax)(1):                
    Amortization of intangible assets     1,727       932       4,864       2,851  
    Severance expense     —       —       —       1,445  
    Pension settlement expense     —       6,088       —       6,088  
    Contingent payment expense     —       —       —       27  
    Core earnings (Non-GAAP)   $ 17,936     $ 27,766     $ 64,252     $ 107,155  
                     
    Core earnings per diluted common share (non-GAAP):                
    Weighted average common shares outstanding – diluted (GAAP)     45,242,920       44,960,455       45,156,521       44,912,803  
                     
    Earnings per diluted common share (GAAP)   $ 0.36     $ 0.46     $ 1.31     $ 2.15  
    Core earnings per diluted common share (non-GAAP)   $ 0.40     $ 0.62     $ 1.42     $ 2.39  
                     
    Core return on average assets (non-GAAP):                
    Average assets (GAAP)   $ 14,136,037     $ 14,086,342     $ 14,051,722     $ 14,043,925  
                     
    Return on average assets (GAAP)     0.46 %     0.58 %     0.56 %     0.92 %
    Core return on average assets (non-GAAP)     0.50 %     0.78 %     0.61 %     1.02 %
                     
    Return/ Core return on average tangible common equity (non-GAAP):                
    Net Income (GAAP)   $ 16,209     $ 20,746     $ 59,388     $ 96,744  
    Plus: Amortization of intangible assets (net of tax)     1,727       932       4,864       2,851  
    Net income before amortization of intangible assets   $ 17,936     $ 21,678     $ 64,252     $ 99,595  
                     
    Average total stockholders’ equity (GAAP)   $ 1,607,377     $ 1,538,553     $ 1,590,682     $ 1,522,153  
    Average goodwill     (363,436 )     (363,436 )     (363,436 )     (363,436 )
    Average other intangible assets, net     (30,679 )     (16,777 )     (29,940 )     (18,068 )
    Average tangible common equity (non-GAAP)   $ 1,213,262     $ 1,158,340     $ 1,197,306     $ 1,140,649  
                     
    Return on average tangible common equity (non-GAAP)     5.88 %     7.42 %     7.17 %     11.67 %
    Core return on average tangible common equity (non-GAAP)     5.88 %     9.51 %     7.17 %     12.56 %
    (1) Tax adjustments have been determined using the combined marginal federal and state rate of 25.48% and 25.37% for 2024 and 2023, respectively.

    Sandy Spring Bancorp, Inc. and Subsidiaries
    RECONCILIATION TABLE – UNAUDITED

        Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (Dollars in thousands)     2024       2023       2024       2023  
    Pre-tax pre-provision net income:                
    Net income (GAAP)   $ 16,209     $ 20,746     $ 59,388     $ 96,744  
    Plus/ (less) non-GAAP adjustments:                
    Income tax expense     5,665       6,890       20,550       32,832  
    Provision/ (credit) for credit losses     6,316       2,365       9,724       (14,116 )
    Pre-tax pre-provision net income (non-GAAP)   $ 28,190     $ 30,001     $ 89,662     $ 115,460  
                     
    Efficiency ratio (GAAP):                
    Non-interest expense   $ 72,937     $ 72,471     $ 209,047     $ 207,912  
                     
    Net interest income plus non-interest income   $ 101,127     $ 102,472     $ 298,709     $ 323,372  
                     
    Efficiency ratio (GAAP)     72.12 %     70.72 %     69.98 %     64.29 %
                     
    Efficiency ratio (Non-GAAP):                
    Non-interest expense   $ 72,937     $ 72,471     $ 209,047     $ 207,912  
    Less non-GAAP adjustments:                
    Amortization of intangible assets     2,323       1,245       6,527       3,820  
    Severance expense     —       —       —       1,939  
    Pension settlement expense     —       8,157       —       8,157  
    Contingent payment expense     —       —       —       36  
    Non-interest expense – as adjusted   $ 70,614     $ 63,069     $ 202,520     $ 193,960  
                     
    Net interest income plus non-interest income   $ 101,127     $ 102,472     $ 298,709     $ 323,372  
    Plus non-GAAP adjustment:                
    Tax-equivalent income     1,121       1,068       3,359       3,044  
    Less/ (plus) non-GAAP adjustment:                
    Investment securities gains/ (losses)     —       —       —       —  
    Net interest income plus non-interest income – as adjusted   $ 102,248     $ 103,540     $ 302,068     $ 326,416  
                     
    Efficiency ratio (Non-GAAP)     69.06 %     60.91 %     67.04 %     59.42 %
                     
    Tangible common equity ratio:                
    Total stockholders’ equity   $ 1,628,837     $ 1,537,914     $ 1,628,837     $ 1,537,914  
    Goodwill     (363,436 )     (363,436 )     (363,436 )     (363,436 )
    Other intangible assets, net     (30,514 )     (16,035 )     (30,514 )     (16,035 )
    Tangible common equity   $ 1,234,887     $ 1,158,443     $ 1,234,887     $ 1,158,443  
                     
    Total assets   $ 14,383,073     $ 14,135,085     $ 14,383,073     $ 14,135,085  
    Goodwill     (363,436 )     (363,436 )     (363,436 )     (363,436 )
    Other intangible assets, net     (30,514 )     (16,035 )     (30,514 )     (16,035 )
    Tangible assets   $ 13,989,123     $ 13,755,614     $ 13,989,123     $ 13,755,614  
                     
    Tangible common equity ratio     8.83 %     8.42 %     8.83 %     8.42 %
                     
    Outstanding common shares     45,125,078       44,895,158       45,125,078       44,895,158  
    Tangible book value per common share   $ 27.37     $ 25.80     $ 27.37     $ 25.80  

    Sandy Spring Bancorp, Inc. and Subsidiaries
    CONDENSED CONSOLIDATED STATEMENTS OF CONDITION – UNAUDITED

    (Dollars in thousands)   September 30,
    2024    		   December 31,
    2023
    Assets        
    Cash and due from banks   $ 109,583     $ 82,257  
    Federal funds sold     —       245  
    Interest-bearing deposits with banks     640,763       463,396  
    Cash and cash equivalents     750,346       545,898  
    Residential mortgage loans held for sale (at fair value)     21,489       10,836  
    SBA loans held for sale     425       —  
    Investments held-to-maturity (fair values of $189,853 and $200,411 at September 30, 2024 and December 31, 2023, respectively)     220,296       236,165  
    Investments available-for-sale (at fair value)     1,149,056       1,102,681  
    Other investments, at cost     71,136       75,607  
    Total loans     11,491,921       11,366,989  
    Less: allowance for credit losses – loans     (131,428 )     (120,865 )
    Net loans     11,360,493       11,246,124  
    Premises and equipment, net     57,249       59,490  
    Other real estate owned     3,265       —  
    Accrued interest receivable     45,162       46,583  
    Goodwill     363,436       363,436  
    Other intangible assets, net     30,514       28,301  
    Other assets     310,206       313,051  
    Total assets   $ 14,383,073     $ 14,028,172  
             
    Liabilities        
    Noninterest-bearing deposits   $ 2,903,063     $ 2,914,161  
    Interest-bearing deposits     8,834,631       8,082,377  
    Total deposits     11,737,694       10,996,538  
    Securities sold under retail repurchase agreements     70,767       75,032  
    Federal Reserve Bank borrowings     —       300,000  
    Advances from FHLB     450,000       550,000  
    Subordinated debt     371,251       370,803  
    Total borrowings     892,018       1,295,835  
    Accrued interest payable and other liabilities     124,524       147,657  
    Total liabilities     12,754,236       12,440,030  
             
    Stockholders’ equity        
    Common stock — par value $1.00; shares authorized 100,000,000; shares issued and outstanding 45,125,078 and 44,913,561 at September 30, 2024 and December 31, 2023, respectively.     45,125       44,914  
    Additional paid in capital     748,202       742,243  
    Retained earnings     911,411       898,316  
    Accumulated other comprehensive loss     (75,901 )     (97,331 )
    Total stockholders’ equity     1,628,837       1,588,142  
    Total liabilities and stockholders’ equity   $ 14,383,073     $ 14,028,172  

    Sandy Spring Bancorp, Inc. and Subsidiaries
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

        Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (Dollars in thousands, except per share data)     2024     2023     2024     2023  
    Interest income:                
    Interest and fees on loans   $ 154,339   $ 147,304   $ 456,309   $ 431,305  
    Interest on mortgage loans held for sale     364     238     801     697  
    Interest on SBA loans held for sale     2     —     2     —  
    Interest on deposits with banks     6,191     6,371     17,401     13,979  
    Interest and dividend income on investment securities:                
    Taxable     7,440     6,682     21,319     20,538  
    Tax-advantaged     1,762     1,811     5,385     5,376  
    Interest on federal funds sold     —     5     8     13  
    Total interest income     170,098     162,411     501,225     471,908  
    Interest expense:                
    Interest on deposits     79,287     63,102     227,062     155,215  
    Interest on retail repurchase agreements and federal funds purchased     452     4,082     4,890     10,377  
    Interest on advances from FHLB     5,001     6,200     16,394     21,623  
    Interest on subordinated debt     3,946     3,946     11,839     11,839  
    Total interest expense     88,686     77,330     260,185     199,054  
    Net interest income     81,412     85,081     241,040     272,854  
    Provision/ (credit) for credit losses     6,316     2,365     9,724     (14,116 )
    Net interest income after provision/ (credit) for credit losses     75,096     82,716     231,316     286,970  
    Non-interest income:                
    Service charges on deposit accounts     3,009     2,704     8,765     7,698  
    Mortgage banking activities     1,529     1,682     4,524     4,744  
    Wealth management income     10,738     9,391     31,151     27,414  
    Income from bank owned life insurance     1,307     845     4,283     3,003  
    Bank card fees     435     450     1,293     1,315  
    Other income     2,697     2,319     7,653     6,344  
    Total non-interest income     19,715     17,391     57,669     50,518  
    Non-interest expense:                
    Salaries and employee benefits     41,030     44,853     115,549     124,710  
    Occupancy expense of premises     4,657     4,609     14,278     14,220  
    Equipment expenses     3,841     3,811     11,672     11,688  
    Marketing     1,320     729     3,350     3,861  
    Outside data services     3,025     2,819     9,414     8,186  
    FDIC insurance     2,773     2,333     8,635     6,846  
    Amortization of intangible assets     2,323     1,245     6,527     3,820  
    Professional fees and services     6,577     4,509     16,403     12,354  
    Other expenses     7,391     7,563     23,219     22,227  
    Total non-interest expense     72,937     72,471     209,047     207,912  
    Income before income tax expense     21,874     27,636     79,938     129,576  
    Income tax expense     5,665     6,890     20,550     32,832  
    Net income   $ 16,209   $ 20,746   $ 59,388   $ 96,744  
                     
    Net income per share amounts:                
    Basic net income per common share   $ 0.36   $ 0.46   $ 1.32   $ 2.16  
    Diluted net income per common share   $ 0.36   $ 0.46   $ 1.31   $ 2.15  
    Dividends declared per share   $ 0.34   $ 0.34   $ 1.02   $ 1.02  

    Sandy Spring Bancorp, Inc. and Subsidiaries
    HISTORICAL TRENDS – QUARTERLY FINANCIAL DATA – UNAUDITED

          2024       2023  
    (Dollars in thousands, except per share data)   Q3   Q2   Q1   Q4   Q3   Q2   Q1
    Profitability for the quarter:                            
    Tax-equivalent interest income   $ 171,219     $ 166,252     $ 167,113     $ 166,729     $ 163,479     $ 159,156     $ 152,317  
    Interest expense     88,686       84,828       86,671       83,920       77,330       67,679       54,045  
    Tax-equivalent net interest income     82,533       81,424       80,442       82,809       86,149       91,477       98,272  
    Tax-equivalent adjustment     1,121       1,139       1,099       1,113       1,068       1,006       970  
    Provision/ (credit) for credit losses     6,316       1,020       2,388       (3,445 )     2,365       5,055       (21,536 )
    Non-interest income     19,715       19,587       18,367       16,560       17,391       17,176       15,951  
    Non-interest expense     72,937       68,104       68,006       67,142       72,471       69,136       66,305  
    Income before income tax expense     21,874       30,748       27,316       34,559       27,636       33,456       68,484  
    Income tax expense     5,665       7,941       6,944       8,459       6,890       8,711       17,231  
    Net income   $ 16,209     $ 22,807     $ 20,372     $ 26,100     $ 20,746     $ 24,745     $ 51,253  
    GAAP financial performance:                            
    Return on average assets     0.46 %     0.66 %     0.58 %     0.73 %     0.58 %     0.70 %     1.49 %
    Return on average common equity     4.01 %     5.81 %     5.17 %     6.70 %     5.35 %     6.46 %     13.93 %
    Return on average tangible common equity     5.88 %     8.27 %     7.39 %     9.26 %     7.42 %     8.93 %     19.10 %
    Net interest margin     2.44 %     2.46 %     2.41 %     2.45 %     2.55 %     2.73 %     2.99 %
    Efficiency ratio – GAAP basis     72.12 %     68.19 %     69.60 %     68.33 %     70.72 %     64.22 %     58.55 %
    Non-GAAP financial performance:                            
    Pre-tax pre-provision net income   $ 28,190     $ 31,768     $ 29,704     $ 31,114     $ 30,001     $ 38,511     $ 46,948  
    Core after-tax earnings   $ 17,936     $ 24,400     $ 21,916     $ 27,147     $ 27,766     $ 27,136     $ 52,253  
    Core return on average assets     0.50 %     0.70 %     0.63 %     0.76 %     0.78 %     0.77 %     1.52 %
    Core return on average common equity     4.44 %     6.21 %     5.56 %     6.97 %     7.16 %     7.09 %     14.20 %
    Core return on average tangible common equity     5.88 %     8.27 %     7.39 %     9.26 %     9.51 %     9.43 %     19.11 %
    Core earnings per diluted common share   $ 0.40     $ 0.54     $ 0.49     $ 0.60     $ 0.62     $ 0.60     $ 1.16  
    Efficiency ratio – Non-GAAP basis     69.06 %     65.31 %     66.73 %     66.16 %     60.91 %     60.68 %     56.87 %
    Per share data:                      
    Net income attributable to common shareholders   $ 16,205     $ 22,800     $ 20,346     $ 26,066     $ 20,719     $ 24,712     $ 51,084  
    Basic net income per common share   $ 0.36     $ 0.51     $ 0.45     $ 0.58     $ 0.46     $ 0.55     $ 1.14  
    Diluted net income per common share   $ 0.36     $ 0.51     $ 0.45     $ 0.58     $ 0.46     $ 0.55     $ 1.14  
    Weighted average diluted common shares     45,242,920       45,145,214       45,086,471       45,009,574       44,960,455       44,888,759       44,872,582  
    Dividends declared per share   $ 0.34     $ 0.34     $ 0.34     $ 0.34     $ 0.34     $ 0.34     $ 0.34  
    Non-interest income:                            
    Service charges on deposit accounts     3,009       2,939       2,817       2,749       2,704       2,606       2,388  
    Mortgage banking activities     1,529       1,621       1,374       792       1,682       1,817       1,245  
    Wealth management income     10,738       10,455       9,958       9,219       9,391       9,031       8,992  
    Income from bank owned life insurance     1,307       1,816       1,160       1,207       845       1,251       907  
    Bank card fees     435       445       413       454       450       447       418  
    Other income     2,697       2,311       2,645       2,139       2,319       2,024       2,001  
    Total non-interest income   $ 19,715     $ 19,587     $ 18,367     $ 16,560     $ 17,391     $ 17,176     $ 15,951  
    Non-interest expense:                            
    Salaries and employee benefits   $ 41,030     $ 37,821     $ 36,698     $ 35,482     $ 44,853     $ 40,931     $ 38,926  
    Occupancy expense of premises     4,657       4,805       4,816       4,558       4,609       4,764       4,847  
    Equipment expenses     3,841       3,868       3,963       3,987       3,811       3,760       4,117  
    Marketing     1,320       1,288       742       1,242       729       1,589       1,543  
    Outside data services     3,025       3,286       3,103       3,000       2,819       2,853       2,514  
    FDIC insurance     2,773       2,951       2,911       2,615       2,333       2,375       2,138  
    Amortization of intangible assets     2,323       2,135       2,069       1,403       1,245       1,269       1,306  
    Professional fees and services     6,577       4,946       4,880       5,628       4,509       4,161       3,684  
    Other expenses     7,391       7,004       8,824       9,227       7,563       7,434       7,230  
    Total non-interest expense   $ 72,937     $ 68,104     $ 68,006     $ 67,142     $ 72,471     $ 69,136     $ 66,305  

    Sandy Spring Bancorp, Inc. and Subsidiaries
    HISTORICAL TRENDS – QUARTERLY FINANCIAL DATA – UNAUDITED

          2024       2023  
    (Dollars in thousands, except per share data)   Q3   Q2   Q1   Q4   Q3   Q2   Q1
    Balance sheets at quarter end:                        
    Commercial investor real estate loans   $ 4,868,467     $ 4,933,329     $ 4,997,879     $ 5,104,425     $ 5,137,694     $ 5,131,210     $ 5,167,456  
    Commercial owner-occupied real estate loans     1,737,327       1,747,708       1,741,113       1,755,235       1,760,384       1,770,135       1,769,928  
    Commercial AD&C loans     1,255,609       1,184,296       1,090,259       988,967       938,673       1,045,742       1,046,665  
    Commercial business loans     1,620,926       1,601,510       1,509,592       1,504,880       1,454,709       1,423,614       1,437,478  
    Residential mortgage loans     1,529,786       1,521,890       1,511,624       1,474,521       1,432,051       1,385,743       1,328,524  
    Residential construction loans     53,639       78,027       97,685       121,419       160,345       190,690       223,456  
    Consumer loans     426,167       417,161       416,132       417,542       416,436       422,505       421,734  
    Total loans     11,491,921       11,483,921       11,364,284       11,366,989       11,300,292       11,369,639       11,395,241  
    Allowance for credit losses – loans     (131,428 )     (125,863 )     (123,096 )     (120,865 )     (123,360 )     (120,287 )     (117,613 )
    Residential mortgage loans held for sale     21,489       18,961       16,627       10,836       19,235       21,476       16,262  
    SBA loans held for sale     425       —       —       —       —       —       —  
    Investment securities     1,440,488       1,401,511       1,405,490       1,414,453       1,392,078       1,463,554       1,528,336  
    Total assets     14,383,073       14,008,343       13,888,133       14,028,172       14,135,085       13,994,545       14,129,007  
    Noninterest-bearing demand deposits     2,903,063       2,931,405       2,817,928       2,914,161       3,013,905       3,079,896       3,228,678  
    Total deposits     11,737,694       11,340,228       11,227,200       10,996,538       11,151,012       10,958,922       11,075,991  
    Customer repurchase agreements     70,767       75,038       71,529       75,032       66,581       74,510       47,627  
    Total stockholders’ equity     1,628,837       1,599,004       1,589,364       1,588,142       1,537,914       1,539,032       1,536,865  
    Quarterly average balance sheets:                        
    Commercial investor real estate loans   $ 4,874,003     $ 4,964,406     $ 5,057,334     $ 5,125,028     $ 5,125,459     $ 5,146,632     $ 5,136,204  
    Commercial owner-occupied real estate loans     1,741,663       1,734,106       1,746,042       1,755,048       1,769,717       1,773,039       1,769,680  
    Commercial AD&C loans     1,253,035       1,133,506       1,030,763       960,646       995,682       1,057,205       1,082,791  
    Commercial business loans     1,579,001       1,551,798       1,508,336       1,433,035       1,442,518       1,441,489       1,444,588  
    Residential mortgage loans     1,526,445       1,518,748       1,491,277       1,451,614       1,406,929       1,353,809       1,307,761  
    Residential construction loans     64,684       86,638       110,456       142,325       174,204       211,590       223,313  
    Consumer loans     421,003       417,206       417,539       419,299       421,189       423,306       424,122  
    Total loans     11,459,834       11,406,408       11,361,747       11,286,995       11,335,698       11,407,070       11,388,459  
    Residential mortgage loans held for sale     19,889       14,497       8,142       10,132       13,714       17,480       8,324  
    SBA loans held for sale     65       —       —       —       —       —       —  
    Investment securities     1,531,378       1,538,624       1,536,127       1,544,173       1,589,342       1,639,324       1,679,593  
    Interest-earning assets     13,474,697       13,292,995       13,411,810       13,462,583       13,444,117       13,423,589       13,316,165  
    Total assets     14,136,037       13,956,261       14,061,935       14,090,423       14,086,342       14,094,653       13,949,276  
    Noninterest-bearing demand deposits     2,783,906       2,790,620       2,730,295       2,958,254       3,041,101       3,137,971       3,480,433  
    Total deposits     11,483,524       11,245,476       11,086,145       11,089,587       11,076,724       10,928,038       11,049,991  
    Customer repurchase agreements     63,436       62,161       72,836       66,622       67,298       58,382       60,626  
    Total interest-bearing liabilities     9,600,905       9,441,015       9,583,074       9,418,666       9,332,617       9,257,652       8,806,720  
    Total stockholders’ equity     1,607,377       1,579,582       1,584,902       1,546,312       1,538,553       1,535,465       1,491,929  
    Financial measures:                            
    Average equity to average assets     11.37 %     11.32 %     11.27 %     10.97 %     10.92 %     10.89 %     10.70 %
    Average investment securities to average earning assets     11.36 %     11.57 %     11.45 %     11.47 %     11.82 %     12.21 %     12.61 %
    Average loans to average earning assets     85.05 %     85.81 %     84.71 %     83.84 %     84.32 %     84.98 %     85.52 %
    Loans to assets     79.90 %     81.98 %     81.83 %     81.03 %     79.94 %     81.24 %     80.65 %
    Loans to deposits     97.91 %     101.27 %     101.22 %     103.37 %     101.34 %     103.75 %     102.88 %
    Assets under management   $ 6,567,752     $ 6,215,697     $ 6,165,509     $ 5,999,520     $ 5,536,499     $ 5,742,888     $ 5,477,560  
    Capital measures:                            
    Tier 1 leverage (1)     9.59 %     9.70 %     9.56 %     9.51 %     9.50 %     9.42 %     9.44 %
    Common equity tier 1 capital to risk-weighted assets (1)     11.27 %     11.28 %     10.96 %     10.90 %     10.83 %     10.65 %     10.53 %
    Tier 1 capital to risk-weighted assets (1)     11.27 %     11.28 %     10.96 %     10.90 %     10.83 %     10.65 %     10.53 %
    Total regulatory capital to risk-weighted assets (1)     15.53 %     15.49 %     15.05 %     14.92 %     14.85 %     14.60 %     14.43 %
    Book value per common share   $ 36.10     $ 35.45     $ 35.37     $ 35.36     $ 34.26     $ 34.31     $ 34.37  
    Outstanding common shares     45,125,078       45,109,671       44,940,147       44,913,561       44,895,158       44,862,369       44,712,497  

    (1) Estimated ratio at September 30, 2024.

    Sandy Spring Bancorp, Inc. and Subsidiaries
    LOAN PORTFOLIO QUALITY DETAIL – UNAUDITED

          2024     2023
    (Dollars in thousands)   September 30,   June 30,   March 31,   December 31,   September 30,   June 30,   March 31,
    Non-performing assets:                            
    Loans 90 days past due:                            
    Commercial real estate:                            
    Commercial investor real estate   $ —   $ —   $ —   $ —   $ —   $ —   $ 215
    Commercial owner-occupied real estate     —     —     —     —     —     —     —
    Commercial AD&C     —     —     —     —     —     —     —
    Commercial business     —     —     20     20     415     29     3,002
    Residential real estate:                            
    Residential mortgage     399     338     340     342     —     692     352
    Residential construction     —     —     —     —     —     —     —
    Consumer     —     —     —     —     —     —     —
    Total loans 90 days past due     399     338     360     362     415     721     3,569
    Non-accrual loans:                            
    Commercial real estate:                            
    Commercial investor real estate     57,578     55,498     55,579     58,658     20,108     20,381     15,451
    Commercial owner-occupied real estate     9,639     9,403     4,394     4,640     4,744     4,846     4,949
    Commercial AD&C     31,816     2,127     556     1,259     1,422     569     —
    Commercial business     9,044     8,455     7,164     10,051     9,671     9,393     9,443
    Residential real estate:                            
    Residential mortgage     11,996     12,228     11,835     12,332     10,766     10,153     8,935
    Residential construction     539     539     542     443     449     —     —
    Consumer     4,258     4,400     4,011     4,102     4,187     3,396     4,900
    Total non-accrual loans     124,870     92,650     84,081     91,485     51,347     48,738     43,678
    Total non-performing loans     125,269     92,988     84,441     91,847     51,762     49,459     47,247
    Other real estate owned (OREO)     3,265     2,700     2,700     —     261     611     645
    Total non-performing assets   $ 128,534   $ 95,688   $ 87,141   $ 91,847   $ 52,023   $ 50,070   $ 47,892
        For the Quarter Ended,
    (Dollars in thousands)   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024    		   December 31,
    2023    		   September 30,
    2023    		   June 30,
    2023    		   March 31,
    2023
    Analysis of non-accrual loan activity:                            
    Balance at beginning of period   $ 92,650     $ 84,081     $ 91,485     $ 51,347     $ 48,738     $ 43,678     $ 34,782  
    Non-accrual balances transferred to OREO     (565 )     —       (2,700 )     —       —       —       —  
    Non-accrual balances charged-off     (787 )     —       (1,550 )     —       (183 )     (2,049 )     (126 )
    Net payments or draws     (3,095 )     (1,427 )     (4,017 )     (7,619 )     (1,545 )     (1,654 )     (10,212 )
    Loans placed on non-accrual     36,667       10,038       1,490       47,920       4,967       9,276       19,714  
    Non-accrual loans brought current     —       (42 )     (627 )     (163 )     (630 )     (513 )     (480 )
    Balance at end of period   $ 124,870     $ 92,650     $ 84,081     $ 91,485     $ 51,347     $ 48,738     $ 43,678  
                                 
    Analysis of allowance for credit losses – loans:                            
    Balance at beginning of period   $ 125,863     $ 123,096     $ 120,865     $ 123,360     $ 120,287     $ 117,613     $ 136,242  
    Provision/ (credit) for credit losses – loans     6,310       2,961       3,331       (2,574 )     3,171       4,454       (18,945 )
    Less loans charged-off, net of recoveries:                            
    Commercial real estate:                            
    Commercial investor real estate     397       (3 )     (2 )     (3 )     (3 )     (14 )     (5 )
    Commercial owner-occupied real estate     (27 )     (27 )     (27 )     (27 )     (25 )     (27 )     (26 )
    Commercial AD&C     111       (23 )     (283 )     —       —       —       —  
    Commercial business     250       (28 )     1,550       (105 )     15       363       (127 )
    Residential real estate:                            
    Residential mortgage     (35 )     39       (6 )     (6 )     (4 )     35       21  
    Residential construction     —       —       —       —       —       —       —  
    Consumer     49       236       (132 )     62       115       1,423       (179 )
    Net charge-offs/ (recoveries)     745       194       1,100       (79 )     98       1,780       (316 )
    Balance at the end of period   $ 131,428     $ 125,863     $ 123,096     $ 120,865     $ 123,360     $ 120,287     $ 117,613  
                                 
    Asset quality ratios:                            
    Non-performing loans to total loans     1.09 %     0.81 %     0.74 %     0.81 %     0.46 %     0.44 %     0.41 %
    Non-performing assets to total assets     0.89 %     0.68 %     0.63 %     0.65 %     0.37 %     0.36 %     0.34 %
    Allowance for credit losses to loans     1.14 %     1.10 %     1.08 %     1.06 %     1.09 %     1.06 %     1.03 %
    Allowance for credit losses to non-performing loans     104.92 %     135.35 %     145.78 %     131.59 %     238.32 %     243.21 %     248.93 %
    Annualized net charge-offs/ (recoveries) to average loans     0.03 %     0.01 %     0.04 %     — %     — %     0.06 %   (0.01 )%

    Sandy Spring Bancorp, Inc. and Subsidiaries
    CONSOLIDATED AVERAGE BALANCES, YIELDS AND RATES – UNAUDITED

        Three Months Ended September 30,
          2024       2023  
    (Dollars in thousands and tax-equivalent)   Average
    Balances    		   Interest (1)   Annualized
    Average
    Yield/Rate    		   Average
    Balances    		   Interest (1)   Annualized
    Average
    Yield/Rate
    Assets                        
    Commercial investor real estate loans   $ 4,874,003     $ 58,133   4.74 %   $ 5,125,459     $ 60,482   4.68 %
    Commercial owner-occupied real estate loans     1,741,663       21,609   4.94       1,769,717       20,865   4.68  
    Commercial AD&C loans     1,253,035       24,553   7.80       995,682       20,503   8.17  
    Commercial business loans     1,579,001       26,953   6.79       1,442,518       23,343   6.42  
    Total commercial loans     9,447,702       131,248   5.53       9,333,376       125,193   5.32  
    Residential mortgage loans     1,526,445       14,223   3.73       1,406,929       12,550   3.57  
    Residential construction loans     64,684       876   5.39       174,204       1,680   3.83  
    Consumer loans     421,003       8,653   8.18       421,189       8,491   8.00  
    Total residential and consumer loans     2,012,132       23,752   4.71       2,002,322       22,721   4.52  
    Total loans (2)     11,459,834       155,000   5.38       11,335,698       147,914   5.18  
    Residential mortgage loans held for sale     19,889       364   7.32       13,714       238   6.93  
    SBA loans held for sale     65       2   11.28       —       —   —  
    Taxable securities     1,197,301       7,440   2.49       1,239,564       6,682   2.16  
    Tax-advantaged securities     334,077       2,222   2.66       349,778       2,269   2.59  
    Total investment securities (3)     1,531,378       9,662   2.52       1,589,342       8,951   2.25  
    Interest-bearing deposits with banks     463,531       6,191   5.31       505,017       6,371   5.00  
    Federal funds sold     —       —   —       346       5   5.38  
    Total interest-earning assets     13,474,697       171,219   5.06       13,444,117       163,479   4.83  
                             
    Less: allowance for credit losses – loans     (125,962 )             (122,348 )        
    Cash and due from banks     82,172               93,354          
    Premises and equipment, net     58,035               71,956          
    Other assets     647,095               599,263          
    Total assets   $ 14,136,037             $ 14,086,342          
                             
    Liabilities and Stockholders’ Equity                        
    Interest-bearing demand deposits   $ 1,427,739     $ 6,256   1.74 %   $ 1,419,934     $ 4,229   1.18 %
    Regular savings deposits     1,718,475       15,341   3.55       861,634       5,571   2.57  
    Money market savings deposits     3,018,799       28,999   3.82       2,866,744       25,122   3.48  
    Time deposits     2,534,605       28,691   4.50       2,887,311       28,180   3.87  
    Total interest-bearing deposits     8,699,618       79,287   3.63       8,035,623       63,102   3.12  
    Repurchase agreements     63,436       334   2.09       67,298       356   2.10  
    Federal funds purchased and Federal Reserve Bank borrowings     8,543       118   5.53       300,435       3,726   4.92  
    Advances from FHLB     458,152       5,001   4.34       558,696       6,200   4.40  
    Subordinated debt     371,156       3,946   4.25       370,565       3,946   4.26  
    Total borrowings     901,287       9,399   4.15       1,296,994       14,228   4.35  
    Total interest-bearing liabilities     9,600,905       88,686   3.68       9,332,617       77,330   3.29  
                             
    Noninterest-bearing demand deposits     2,783,906               3,041,101          
    Other liabilities     143,849               174,071          
    Stockholders’ equity     1,607,377               1,538,553          
    Total liabilities and stockholders’ equity   $ 14,136,037             $ 14,086,342          
                             
    Tax-equivalent net interest income and spread       $ 82,533   1.38 %       $ 86,149   1.54 %
    Less: tax-equivalent adjustment         1,121             1,068    
    Net interest income       $ 81,412           $ 85,081    
                             
    Interest income/earning assets           5.06 %           4.83 %
    Interest expense/earning assets           2.62             2.28  
    Net interest margin           2.44 %           2.55 %
    (1) Tax-equivalent income has been adjusted using the combined marginal federal and state rate of 25.48% and 25.37% for 2024 and 2023, respectively. The annualized taxable-equivalent adjustments utilized in the above table to compute yields aggregated to $1.1 million and $1.1 million in 2024 and 2023, respectively.
    (2) Non-accrual loans are included in the average balances.
    (3) Available-for-sale investments are presented at amortized cost.

    Sandy Spring Bancorp, Inc. and Subsidiaries
    CONSOLIDATED AVERAGE BALANCES, YIELDS AND RATES – UNAUDITED

        Nine Months Ended September 30,
          2024       2023  
    (Dollars in thousands and tax-equivalent)   Average
    Balances    		   Interest (1)   Annualized
    Average
    Yield/Rate    		   Average
    Balances    		   Interest (1)   Annualized
    Average
    Yield/Rate
    Assets                        
    Commercial investor real estate loans   $ 4,964,914     $ 176,504   4.75 %   $ 5,136,059     $ 177,067   4.61 %
    Commercial owner-occupied real estate loans     1,740,608       63,090   4.84       1,770,812       61,038   4.61  
    Commercial AD&C loans     1,139,517       68,779   8.06       1,044,907       61,005   7.81  
    Commercial business loans     1,546,498       79,026   6.83       1,442,858       68,258   6.33  
    Total commercial loans     9,391,537       387,399   5.51       9,394,636       367,368   5.23  
    Residential mortgage loans     1,512,209       41,968   3.70       1,356,530       35,925   3.53  
    Residential construction loans     87,177       3,208   4.92       202,856       5,302   3.49  
    Consumer loans     418,591       25,693   8.20       422,861       24,403   7.72  
    Total residential and consumer loans     2,017,977       70,869   4.69       1,982,247       65,630   4.42  
    Total loans (2)     11,409,514       458,268   5.36       11,376,883       432,998   5.09  
    Residential mortgage loans held for sale     14,197       801   7.52       13,192       697   7.04  
    SBA loans held for sale     22       2   11.28       —       —   —  
    Taxable securities     1,195,481       21,319   2.38       1,275,407       20,538   2.15  
    Tax-advantaged securities     339,881       6,785   2.66       360,348       6,727   2.49  
    Total investment securities (3)     1,535,362       28,104   2.44       1,635,755       27,265   2.22  
    Interest-bearing deposits with banks     434,083       17,401   5.35       368,829       13,979   5.07  
    Federal funds sold     288       8   3.79       433       13   4.00  
    Total interest-earning assets     13,393,466       504,584   5.03       13,395,092       474,952   4.74  
                             
    Less: allowance for credit losses – loans     (122,971 )             (125,558 )        
    Cash and due from banks     83,265               94,960          
    Premises and equipment, net     59,124               70,130          
    Other assets     638,838               609,301          
    Total assets   $ 14,051,722             $ 14,043,925          
                             
    Liabilities and Stockholders’ Equity                        
    Interest-bearing demand deposits   $ 1,467,517     $ 18,858   1.72 %   $ 1,413,876     $ 10,465   0.99 %
    Regular savings deposits     1,602,997       42,597   3.55       660,211       7,831   1.59  
    Money market savings deposits     2,847,006       79,190   3.72       3,067,810       68,976   3.01  
    Time deposits     2,586,639       86,417   4.46       2,658,225       67,943   3.42  
    Total interest-bearing deposits     8,504,159       227,062   3.57       7,800,122       155,215   2.66  
    Repurchase agreements     66,134       1,043   2.11       62,126       561   1.21  
    Federal funds purchased and Federal Reserve Bank borrowings     99,303       3,847   5.17       264,580       9,816   4.96  
    Advances from FHLB     501,277       16,394   4.37       637,015       21,623   4.54  
    Subordinated debt     371,009       11,839   4.25       370,412       11,839   4.26  
    Total borrowings     1,037,723       33,123   4.26       1,334,133       43,839   4.39  
    Total interest-bearing liabilities     9,541,882       260,185   3.64       9,134,255       199,054   2.91  
                             
    Noninterest-bearing demand deposits     2,768,331               3,218,226          
    Other liabilities     150,827               169,291          
    Stockholders’ equity     1,590,682               1,522,153          
    Total liabilities and stockholders’ equity   $ 14,051,722             $ 14,043,925          
                             
    Tax-equivalent net interest income and spread       $ 244,399   1.39 %       $ 275,898   1.83 %
    Less: tax-equivalent adjustment         3,359             3,044    
    Net interest income       $ 241,040           $ 272,854    
                             
    Interest income/earning assets           5.03 %           4.74 %
    Interest expense/earning assets           2.59             1.99  
    Net interest margin           2.44 %           2.75 %
    (1) Tax-equivalent income has been adjusted using the combined marginal federal and state rate of 25.48% and 25.37% for 2024 and 2023, respectively. The annualized taxable-equivalent adjustments utilized in the above table to compute yields aggregated to $3.4 million and $3.0 million in 2024 and 2023, respectively.
    (2) Non-accrual loans are included in the average balances.
    (3) Available-for-sale investments are presented at amortized cost.

    The MIL Network –

  • MIL-OSI: Correction: HSBC Bank Plc – Form 8.5 (EPT/RI) – Learning Technologies 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: HSBC Bank Plc
    (b) Name of offeror/offeree in relation to whose relevant securities this form relates:
         Use a separate form for each offeror/offeree    		 Learning Technologies Group plc
    (c) Name of the party to the offer with which exempt principal trader is connected: OFFEROR: GASC APF, L.P. and certain of its managed or advised funds (including Atlantic Park), accounts and/or affiliates (collectively, General Atlantic)
    (d) Date dealing undertaken: 18 October 2024
    (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
    (GBP)    		 Lowest price per unit paid/received
    (GBP)
     

    Ordinary Shares

    		  

    Purchase

    		 49,342 92.802 p 91.946 p

    (b)        Cash-settled derivative transactions

    Class of relevant security Product description Nature of dealing Number of reference securities Price per unit (GBP)
    e.g. CFD e.g. opening/closing a long/short position, increasing/reducing a long/short position
    ­ Ordinary shares Swap Increasing a short position 7,115 91.840 p
    ­ Ordinary shares Swap Increasing a short position 5,154 92.802 p
    ­ Ordinary shares Swap Increasing a short position 742 92.001 p
    ­ Ordinary shares Swap Increasing a short position 8,973 92.302 p
    ­ Ordinary shares Swap Increasing a short position 1,426 92.052 p
    ­ Ordinary shares Swap Increasing a short position 751 92.802 p
    ­ Ordinary shares Swap Increasing a short position 195 92.001 p
    ­ Ordinary shares Swap Increasing a short position 1,341 92.282 p
    ­ Ordinary shares Swap Increasing a short position 2,643 92.053 p
    ­ Ordinary shares Swap Increasing a short position 1,392 92.802 p
    ­ Ordinary shares Swap Increasing a short position 362 92.001 p
    ­ Ordinary shares Swap Increasing a short position 2,485 92.282 p
    ­ Ordinary shares Swap Increasing a short position 2,053 92.053 p
    ­ Ordinary shares Swap Increasing a short position 1,081 92.802 p
    ­ Ordinary shares Swap Increasing a short position 281 92.001 p
    ­ Ordinary shares Swap Increasing a short position 1,930 92.282 p
    ­ Ordinary shares Swap Increasing a short position 2,132 92.052 p
    ­ Ordinary shares Swap Increasing a short position 1,122 92.802 p
    ­ Ordinary shares Swap Increasing a short position 292 92.001 p
    ­ Ordinary shares Swap Increasing a short position 2,004 92.282 p
    ­ Ordinary shares Swap Increasing a short position 1,004 91.920 p
    ­ Ordinary shares Swap Increasing a short position 648 92.802 p
    ­ Ordinary shares Swap Increasing a short position 115 92.001 p
    ­ Ordinary shares Swap Increasing a short position 1,138 92.297 p
    ­ Ordinary shares Swap Increasing a short position 966 91.846 p
    ­ Ordinary shares Swap Increasing a short position 691 92.802 p
    ­ Ordinary shares Swap Increasing a short position 101 92.001 p
    ­ Ordinary shares Swap Increasing a short position 1,205 92.301 p

    (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)
       

     

    		    

    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: 21 October 2024
    Contact name: Dhruti Singh
    Telephone number: 0207 088 2000

    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 http://www.thetakeoverpanel.org.uk.

    The MIL Network –

  • MIL-OSI: Hyperscale Data Announces Twenty-Eight Consecutive Monthly Cash Dividend Payments Timely Paid for Series D Preferred Stock

    Source: GlobeNewswire (MIL-OSI)

    LAS VEGAS, Oct. 21, 2024 (GLOBE NEWSWIRE) — Hyperscale Data, Inc. (NYSE American: GPUS), a diversified holding company (“Hyperscale Data” or the “Company”), today announced that it has successfully paid twenty-eight consecutive monthly cash dividends for its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”). Dividends on the Series D Preferred Stock are cumulative and are payable out of amounts legally available therefor at a rate equal to 13.00% per annum per $25.00 of stated liquidation preference per share, or $0.2708333 per share of Series D Preferred Stock per month.

    Milton “Todd” Ault III, Founder and Executive Chairman of the Company, stated, “We could not be happier with the Company’s progress and its commitment to the strength of the Series D Preferred Stock dividend. The Company remains committed to the long-term nature of the dividend and will continue to work towards enhancing the Company’s credit profile which should ultimately assist the Company as it transitions into a pure-play data center business.”

    Link to NYSE quote for the Company’s 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: https://www.nyse.com/quote/XASE:GPUSpD

    For more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors, and any other interested parties read Hyperscale Data’s public filings and press releases available under the Investor Relations section at https://hyperscaledata.com/ or available at http://www.sec.gov.

    About Hyperscale Data, Inc.

    Hyperscale Data is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Hyperscale Data owns and operates a data center at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries. It also provides mission-critical products that support a diverse range of industries, including a social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma, hotel operations and textiles. In addition, Hyperscale Data is actively engaged in private credit and structured finance through a licensed lending subsidiary. Hyperscale Data’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; Hyperscale Data, Inc.

    Forward-Looking Statements

    This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.

    Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8- K. All filings are available at http://www.sec.gov and on the Company’s website at http://www.hyperscaledata.com.

    Hyperscale Data Investor Contact:
    IR@hyperscaledata.com or 1-888-753-2235

    The MIL Network –

  • MIL-OSI: Bilibili Inc. Announces Repurchase Right Notification for 0.50% Convertible Senior Notes due 2026

    Source: GlobeNewswire (MIL-OSI)

    SHANGHAI, Oct. 21, 2024 (GLOBE NEWSWIRE) — Bilibili Inc. (“Bilibili” or the “Company”) (Nasdaq: BILI and HKEX: 9626), an iconic brand and a leading video community for young generations in China, today announced that it is notifying holders of its 0.50% Convertible Senior Notes due 2026 (CUSIP No. 090040AF3) (the “Notes”) that, pursuant to the Indenture dated as of November 23, 2021 (the “Indenture”) relating to the Notes by and between the Company and Deutsche Bank Trust Company Americas, as trustee, each holder has the right, at the option of such holder, to require the Company to repurchase all of such holder’s Notes or any portion thereof that is an integral multiple of US$1,000 principal amount for cash on December 1, 2024 (the “Repurchase Right”). Holders of the Notes may exercise the Repurchase Right from 12:01 a.m., New York City time, on Tuesday, October 29, 2024 until 5:00 p.m., New York City time, on Wednesday, November 27, 2024.

    As required by rules of the United States Securities and Exchange Commission (the “SEC”), the Company will file a Tender Offer Statement on Schedule TO today. In addition, documents specifying the terms, conditions, and procedures for exercising the Repurchase Right will be available through the Depository Trust Company and the paying agent, which is Deutsche Bank Trust Company Americas. None of the Company, its board of directors, or its employees has made or is making any representation or recommendation to any holder as to whether to exercise or refrain from exercising the Repurchase Right.

    The Repurchase Right entitles each holder of the Notes to require the Company to repurchase all of such holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount. The repurchase price for such Notes will be an amount in cash equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, December 1, 2024, which is the date specified for repurchase in the Indenture (the “Repurchase Date”), subject to the terms and conditions of the Indenture and the Notes. The Repurchase Date is an interest payment date under the terms of the Indenture and the Notes. As December 1, 2024 is a Sunday, pursuant to the Indenture and the Notes, on Monday, December 2, 2024, which is the next succeeding business day, the Company will pay accrued and unpaid interest on all of the Notes through November 29, 2024 to all holders who were holders of record as of close of business on Friday, November 15, 2024, regardless of whether the Repurchase Right is exercised with respect to such Notes, with the same force and effect as if paid on December 1, 2024 and no interest shall accrue in respect of the delay. As a result, on the Repurchase Date, there will be no accrued and unpaid interest on the Notes. As of October 21, 2024, there was US$432,407,000 in aggregate principal amount of the Notes outstanding. If all outstanding Notes are surrendered for repurchase through exercise of the Repurchase Right, the aggregate cash purchase price will be US$432,407,000.

    In order to exercise the Repurchase Right, a holder must follow the transmittal procedures set forth in the Company’s Repurchase Right Notice to holders (the “Repurchase Right Notice”), which is available through the Depository Trust Company and Deutsche Bank Trust Company Americas. Holders may withdraw any previously tendered Notes pursuant to the terms of the Repurchase Right at any time prior to 5:00 p.m., New York City time, on Wednesday, November 27, 2024, which is the second business day immediately preceding the Repurchase Date. If a holder has tendered any Notes pursuant to the Repurchase Right, such Notes cannot be converted unless the holder withdraws the tender in accordance with the terms of the Indenture.

    This press release is for information only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell the Notes or any other securities of the Company. The offer to purchase the Notes will be only pursuant to, and the Notes may be tendered only in accordance with, the Company’s Repurchase Right Notice dated October 21, 2024 and related documents.

    Holders of the Notes should refer to the Indenture for a complete description of repurchase procedures and direct any questions concerning the mechanics of repurchase to the Trustee by contacting Deutsche Bank Trust Company Americas. Holders of Notes may request the Company’s Repurchase Right Notice from the paying agent, at Deutsche Bank Trust Company Americas, c/o DB Services Americas Inc., 5022 Gate Parkway Suite 200, MS JCK01-218, Jacksonville, FL 32256.

    HOLDERS OF NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ THE COMPANY’S TENDER OFFER STATEMENT ON SCHEDULE TO, REPURCHASE RIGHT NOTICE, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BILIBILI INC. AND THE REPURCHASE RIGHT.

    Materials filed with the SEC will be available electronically without charge at the SEC’s website, http://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Company’s investor relations website, http://ir.bilibili.com.

    About Bilibili Inc.

    Bilibili is an iconic brand and a leading video community with a mission to enrich the everyday lives of young generations in China. Bilibili offers a wide array of video-based content with All the Videos You Like as its value proposition. Bilibili builds its community around aspiring users, high- quality content, talented content creators and the strong emotional bonds among them. Bilibili pioneered the “bullet chatting” feature, a live comment function that has transformed our users’ viewing experience by displaying the thoughts and feelings of audience members viewing the same video. The Company has now become the welcoming home of diverse interests among young generations in China and the frontier for promoting Chinese culture across the world.

    For more information, please visit: http://ir.bilibili.com.

    For investor and media inquiries, please contact:

    In China:
    Bilibili Inc.
    Juliet Yang
    Tel: +86-21-2509-9255 Ext. 8523
    E-mail: ir@bilibili.com

    Piacente Financial Communications
    Helen Wu
    Tel: +86-10-6508-0677
    E-mail: bilibili@tpg-ir.com

    In the United States:
    Piacente Financial Communications
    Brandi Piacente
    Tel: +1-212-481-2050
    E-mail: bilibili@tpg-ir.com

    The MIL Network –

  • MIL-OSI: Nicholas Wealth Announces $100,000,000 in AUM for $FIAX ETF

    Source: GlobeNewswire (MIL-OSI)

    MARIETTA, Ga., Oct. 21, 2024 (GLOBE NEWSWIRE) — Nicholas Wealth, a leading provider of actively managed income ETFs, just announced that the Nicholas Fixed Income Alternative ETF (FIAX) now has $100,000,000 in assets under management.

    “We are humbled to see the incredible growth in AUM for our FIAX ETF. The success of this fund is a testament to the investors and financial advisors throughout the United States and globally who have believed in us. On behalf of the entire XFUNDS / Nicholas Wealth team, thank you! We are excited for the future of FIAX.” – David Nicholas, Portfolio Manager of FIAX

    Distribution as of 9/18/2024

    ETF Ticker Distribution
    per Share    		 Distribution
    Rate    		 30-Day SEC
    Yield    		 Ex-Date Record Date Payment
    Date
    FIAX $0.1321 8.03%3 3.19%2 9/16/2024 9/17/2024 9/18/2024


    Inception date: 11/30/2022
    Click here to view standardized performance for FIAX.

    The performance data quoted above represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted above. Performance current to the most recent month-end can be obtained by calling (855) 563-6900.

    1Nicholas Fixed Income Alternative ETF has a gross expense ratio of 0.95%.

    2The 30-Day SEC Yield for FIAX is 3.19%. The 30-Day SEC Yield represents net investment income, which excludes option income, earned by such ETF over the 30-Day period ended September 30, 2024, expressed as an annual percentage rate based on such ETF’s share price at the end of the 30-Day period.

    3The Distribution Rate is the annual rate an investor would receive if the most recent distribution, which includes option income, remained the same going forward. The Distribution Rate is calculated by multiplying an ETF’s Distribution per Share by twelve (12), and dividing the resulting amount by the ETF’s most recent NAV. The Distribution Rate represents a single distribution from the ETF and does not represent its total return.

    Distributions may also include a combination of ordinary dividends, capital gain, and return of investor capital, which may decrease an ETF’s NAV and trading price over time. Please see the 19a-1 notice for more information on return of investor capital. The distribution may contain a return of capital, but an estimate cannot be provided at this time.

    As a result, an investor may suffer significant losses to their investment. These Distribution Rates may be caused by unusually favorable market conditions and may not be sustainable. Such conditions may not continue to exist and there should be no expectation that this performance may be repeated in the future.

    Investors in the Fund will not have rights to receive dividends or other distributions with respect to the underlying reference asset.

    Must be preceded or accompanied by a prospectus.

    Distributions are not guaranteed. The Distribution Rate and 30-Day SEC Yield are not indicative of future distributions, if any, on the ETFs. In particular, future distributions on any ETF may differ significantly from its Distribution Rate or 30-Day SEC Yield. You are not guaranteed a distribution under the ETFs. Distributions for the ETFs (if any) are variable and may vary significantly from month to month and may be zero. Accordingly, the Distribution Rate and 30-Day SEC Yield will change over time, and such change may be significant.

    Risk Information

    Investments involve risk. Principal loss is possible.

    Investing in the Funds involves a high degree of risk.

    THE FUND, TRUST, AND SUB-ADVISER ARE NOT AFFILIATED WITH ANY UNDERLYING ETF.

    Due to the Funds’ investment strategies, the Funds’ investment exposures are concentrated in the same industries that are assigned to the underlying stock or ETF. As with any investment, there is a risk you could lose all or part of your investment in the Fund. Some or all of these risks may adversely affect the Funds’ net asset value (“NAV”) per share, trading prices, yields, total returns, and/or ability to meet their objective.

    Shares of any ETF are bought and sold at market price (not NAV) and may trade at a discount or premium to NAV. Shares are not individually redeemable from the Fund and may only be acquired or redeemed from the Fund in creation units. Brokerage commissions will reduce returns.

    Investments involve risk. Principal loss is possible.

    Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.

    Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in option contracts which exposes the Fund to the risk that the counterparty will not fulfill its obligation to the Fund.

    Equity Market Risk. By virtue of the Fund’s investments in option contracts equity ETFs and equity indices, the Fund is exposed to common stocks indirectly which subjects the Fund to equity market risk.

    High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.

    Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.

    Hedging Transactions Risk. Hedging transactions involve risks different than those of underlying investments. In particular, the variable degree of correlation between price movements of hedging transactions and price movements in the position being hedged means that losses on the hedge may be greater than gains in the value of the Fund’s positions, opportunities for gain may be limited or that there may be losses on both parts of a transaction.

    Illiquid Investments Risk. The Fund may, at times, hold illiquid investments, by virtue of the absence of a readily available market for certain of its investments, or because of legal or contractual restrictions on sales.

    Interest Rate Risk. The value of the Fund’s investments in fixed income Treasury securities will fluctuate with changes in interest rates.

    New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.

    Yield to Maturity: Yield to maturity (YTM) is the total return anticipated on a bond if the bond is held until it matures.

    Dividend Yield: The dividend yield is a financial ratio that shows how much a company pays out in dividends each year relative to its stock price.

    Average Duration: A measure of a fund’s interest-rate sensitivity—the longer a fund’s duration, the more sensitive the fund is to shifts in interest rates. Duration is determined by a formula that includes coupon rates and bond maturities. Small coupons tend to increase duration, while shorter maturities and higher coupons shorten duration.

    Distributed by Foreside Fund Services, LLC. Foreside Fund Services, LLC is not affiliated with Tidal Financial Group

    Launch & Structure Partner: Tidal Financial Group.

    The MIL Network –