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MIL-OSI: Qorvo® Announces Fiscal 2025 Fourth Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

GREENSBORO, N.C., April 29, 2025 (GLOBE NEWSWIRE) — Qorvo^® (Nasdaq:QRVO), a leading global provider of connectivity and power solutions, today announced financial results for the Company’s fiscal 2025 fourth quarter ended March 29, 2025.

On a GAAP basis, revenue for Qorvo’s fiscal 2025 fourth quarter was $869.5 million, gross margin was 42.2%, operating income was $28.2 million, and diluted earnings per share was $0.33. On a non-GAAP basis, gross margin was 45.9%, operating income was $151.8 million, and diluted earnings per share was $1.42.

Bob Bruggeworth, president and chief executive officer of Qorvo, said, “During the March quarter, Qorvo achieved stronger than seasonal sequential revenue while surpassing the midpoint of EPS guidance by 42 cents and expanding gross margin year-over-year. Looking across our business segments, our growth and margin targets are anchored in a multi-year strategy focused on winning content with our largest customer and building on our core RF and power expertise to drive diversification through CSG and HPA. We are on a path to continue to improve our business mix and our manufacturing footprint.”

Financial Commentary and Outlook

Grant Brown, chief financial officer of Qorvo, said, “Qorvo’s fiscal fourth quarter results exceeded the midpoint of our guidance on revenue, gross margin and EPS. Furthermore, we generated $171 million of free cash flow in the fourth quarter and $485 million during fiscal 2025. While we continue to monitor ongoing macroeconomic factors, including tariff and trade policy uncertainty, we remain focused on our operational objectives — including portfolio optimization, factory consolidation, and continued cost discipline — that position us to expand margins, enhance operational efficiency, and drive shareholder value.”

Qorvo’s current outlook for the June 2025 quarter is:

Quarterly revenue of approximately $775 million, plus or minus $25 million
Non-GAAP gross margin between 42% and 44%
Non-GAAP diluted earnings per share between $0.50 and $0.75

See “Forward-looking non-GAAP financial measures” below. Qorvo’s actual quarterly results may differ from these expectations and projections, and such differences may be material.

Selected Financial Information

The following tables set forth selected GAAP and non-GAAP financial information for Qorvo for the periods indicated. See the more detailed financial information for Qorvo, including reconciliations of GAAP and non-GAAP financial information, attached.

SELECTED GAAP RESULTS
(In millions, except for percentages and EPS)
(Unaudited)

	Q4 Fiscal 2025			Q3 Fiscal 2025			Q4 Fiscal 2024			Sequential Change				Year-over-Year Change
Revenue	$	869.5		$	916.3		$	941.0		$	(46.8	)		$	(71.5	)
Gross profit	$	366.6		$	391.4		$	381.9		$	(24.8	)		$	(15.3	)
Gross margin		42.2	%		42.7	%		40.6	%		(0.5	)	ppt		1.6		ppt
Operating expenses	$	338.3		$	338.4		$	351.9		$	(0.1	)		$	(13.6	)
Operating income	$	28.2		$	53.0		$	30.0		$	(24.8	)		$	(1.8	)
Net income	$	31.4		$	41.3		$	2.7		$	(9.9	)		$	28.7
Weighted-average diluted shares		94.1			95.0			97.3			(0.9	)			(3.2	)
Diluted EPS	$	0.33		$	0.43		$	0.03		$	(0.10	)		$	0.30


SELECTED NON-GAAP RESULTS ⁽¹⁾
(In millions, except for percentages and EPS)
(Unaudited)

	Q4 Fiscal 2025			Q3 Fiscal 2025			Q4 Fiscal 2024			Sequential Change				Year-over-Year Change
Revenue	$	869.5		$	916.3		$	941.0		$	(46.8	)		$	(71.5	)
Gross profit	$	398.7		$	426.3		$	400.4		$	(27.6	)		$	(1.7	)
Gross margin		45.9	%		46.5	%		42.5	%		(0.6	)	ppt		3.4		ppt
Operating expenses	$	246.8		$	248.4		$	253.2		$	(1.6	)		$	(6.4	)
Operating income	$	151.8		$	177.9		$	147.2		$	(26.1	)		$	4.6
Net income	$	133.3		$	152.8		$	135.5		$	(19.5	)		$	(2.2	)
Weighted-average diluted shares		94.1			95.0			97.3			(0.9	)			(3.2	)
Diluted EPS	$	1.42		$	1.61		$	1.39		$	(0.19	)		$	0.03

(1) Adjusted for stock-based compensation expense, amortization of intangible assets, restructuring-related charges, acquisition and integration-related costs, goodwill and other asset impairments, net adjustments related to a terminated capacity reservation agreement, gain or loss on assets, other expense or income, gain or loss on investments, and an adjustment of income taxes.


SELECTED GAAP RESULTS BY OPERATING SEGMENT
(In millions, except percentages)
(Unaudited)

	Q4 Fiscal 2025				Q3 Fiscal 2025				Q4 Fiscal 2024				Sequential Change			Year-over-Year Change
Revenue
HPA	$	187.9			$	171.7			$	164.6			9.4		%	14.2		%
CSG		101.3				109.5				122.8			(7.5	)	%	(17.5	)	%
ACG		580.3				635.1				653.6			(8.6	)	%	(11.2	)	%
Total revenue	$	869.5			$	916.3			$	941.0			(5.1	)	%	(7.6	)	%
Operating income (loss)
HPA	$	58.4			$	32.6			$	31.5			79.1		%	85.4		%
CSG		(15.6	)			(11.7	)			(15.2	)		(33.3	)	%	(2.6	)	%
ACG		109.7				161.2				134.3			(31.9	)	%	(18.3	)	%
Unallocated amounts ⁽¹⁾		(124.3	)			(129.1	)			(120.6	)		3.7		%	(3.1	)	%
Total operating income	$	28.2			$	53.0			$	30.0			(46.8	)	%	(6.0	)	%
Operating income (loss) as a % of revenue
HPA		31.1		%		19.0		%		19.1		%	12.1		ppt	12.0		ppt
CSG		(15.4	)			(10.7	)			(12.4	)		(4.7	)	ppt	(3.0	)	ppt
ACG		18.9				25.4				20.5			(6.5	)	ppt	(1.6	)	ppt
Total operating income as a % of revenue		3.3		%		5.8		%		3.2		%	(2.5	)	ppt	—		ppt

(1) Includes stock-based compensation expense, amortization of intangible assets, restructuring-related charges, acquisition and integration-related costs, goodwill and other asset impairments, net adjustments related to a terminated capacity reservation agreement, gain or loss on assets, other expense or income, costs associated with upgrading certain of the Company’s core business systems and other miscellaneous corporate overhead expenses.

Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with United States (U.S.) generally accepted accounting principles (GAAP), this earnings release contains some or all of the following non-GAAP financial measures: (i) non-GAAP gross profit and gross margin, (ii) non-GAAP operating expenses, operating income and operating margin, (iii) non-GAAP net income, (iv) non-GAAP net income per diluted share, (v) free cash flow, (vi) EBITDA, (vii) non-GAAP return on invested capital (ROIC), and (viii) net debt or positive net cash. Each of these non-GAAP financial measures is either adjusted from GAAP results to exclude certain expenses or derived from multiple GAAP measures, which are outlined in the “Reconciliation of GAAP to Non-GAAP Financial Measures” tables, attached, and the “Additional Selected Non-GAAP Financial Measures and Reconciliations” tables, attached.

In managing Qorvo’s business on a consolidated basis, management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures. In developing and monitoring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing gross margin and operating margin. In addition, management relies upon these non-GAAP financial measures to assess whether research and development efforts are at an appropriate level, and when making decisions about product spending, administrative budgets, and other operating expenses. Also, we believe that non-GAAP financial measures provide useful supplemental information to investors and enable investors to analyze the results of operations in the same way as management. We have chosen to provide this supplemental information to enable investors to perform additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to operations, and stock-based compensation expense, which may obscure trends in Qorvo’s underlying performance.

We believe that these non-GAAP financial measures offer an additional view of Qorvo’s operations that, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of Qorvo’s results of operations and the factors and trends affecting Qorvo’s business. However, these non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Our rationale for using these non-GAAP financial measures, as well as their impact on the presentation of Qorvo’s operations, are outlined below:

Non-GAAP gross profit and gross margin. Non-GAAP gross profit and gross margin exclude amortization of intangible assets, stock-based compensation expense, restructuring-related charges, acquisition and integration-related costs, and certain other expense (income). We believe that exclusion of these costs in presenting non-GAAP gross profit and gross margin facilitates a useful evaluation of our historical performance and projected costs and the potential for realizing cost efficiencies.

We view amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, and customer relationships, as items arising from pre-acquisition activities, determined at the time of an acquisition, rather than ongoing costs of operating Qorvo’s business. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangible assets is a static expense, which is not typically affected by operations during any particular period. Although we exclude the amortization of purchased intangible assets from these non-GAAP financial measures, management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase price accounting and contribute to revenue generation.

We believe that presentation of non-GAAP gross profit and gross margin and other non-GAAP financial measures that exclude the impact of stock-based compensation expense assists management and investors in evaluating the period-over-period performance of Qorvo’s ongoing operations because (i) the expenses are non-cash in nature, and (ii) although the size of the grants is within our control, the amount of expense varies depending on factors such as short-term fluctuations in stock price volatility and prevailing interest rates, which can be unrelated to the operational performance of Qorvo during the period in which the expense is incurred and generally are outside the control of management. Moreover, we believe that the exclusion of stock-based compensation expense in presenting non-GAAP gross profit and gross margin and other non-GAAP financial measures is useful to investors to understand the impact of the expensing of stock-based compensation to Qorvo’s gross profit and gross margins and other financial measures in comparison to prior periods. We also believe that the adjustments to profit and margin related to restructuring-related charges, and acquisition and integration-related costs do not constitute part of Qorvo’s ongoing operations and therefore the exclusion of these items provides management and investors with better visibility into the actual costs required to generate revenues over time and facilitates a useful evaluation of our historical and projected performance. We believe disclosure of non-GAAP gross profit and gross margin has economic substance because the excluded expenses do not represent continuing cash expenditures and, as described above, we have little control over the timing and amount of the expenses in question.

Non-GAAP gross profit and gross margin also exclude net adjustments related to a terminated capacity reservation agreement. In October 2023, a long-term capacity reservation agreement with a foundry supplier was amended. Pursuant to the amendment, Qorvo is no longer obligated to order silicon wafers from the foundry supplier and the agreement was terminated effective December 31, 2023. We believe these net adjustments are not reflective of the performance of our ongoing business.

Non-GAAP operating expenses, operating income and operating margin. Non-GAAP operating expenses, operating income and operating margin exclude stock-based compensation expense, amortization of intangible assets, acquisition and integration-related costs, goodwill and other asset impairments, restructuring-related charges, net adjustments related to a terminated capacity reservation agreement, (gain) loss on assets and certain other expense (income). We believe that presentation of a measure of operating expenses, operating income and operating margin that excludes amortization of intangible assets and stock-based compensation expense is useful to both management and investors for the same reasons as described above with respect to our use of non-GAAP gross profit and gross margin. We believe that acquisition and integration-related costs, goodwill and other asset impairments, restructuring-related charges, net adjustments related to a terminated capacity reservation agreement, (gain) loss on assets and certain other expense (income) do not constitute part of Qorvo’s ongoing operations and therefore, the exclusion of these costs provides management and investors with better visibility into the actual costs required to generate revenues over time and facilitates a useful evaluation of our historical and projected performance. We believe disclosure of non-GAAP operating expenses, operating income and operating margin has economic substance because the excluded expenses are either unrelated to ongoing operations or do not represent current cash expenditures.

Non-GAAP net income and non-GAAP net income per diluted share. Non-GAAP net income and non-GAAP net income per diluted share exclude the effects of stock-based compensation expense, amortization of intangible assets, acquisition and integration-related costs, goodwill and other asset impairments, restructuring-related charges, net adjustments related to a terminated capacity reservation agreement, (gain) loss on assets, certain other expense (income), gain or loss on investments, and also reflect an adjustment of income taxes. The income tax adjustment primarily represents the use of research and development tax credit carryforwards, deferred tax expense (benefit) items not affecting taxes payable, adjustments related to the deemed and actual repatriation of historical foreign earnings, non-cash expense (benefit) related to uncertain tax positions and other items unrelated to the current fiscal year or that are not indicative of our ongoing business operations. We believe that presentation of measures of net income and net income per diluted share that exclude these items is useful to both management and investors for the reasons described above with respect to non-GAAP gross profit and gross margin and non-GAAP operating expenses, operating income and operating margin. We believe disclosure of non-GAAP net income and non-GAAP net income per diluted share has economic substance because the excluded expenses are either unrelated to ongoing operations or do not represent current cash expenditures.

Free cash flow. Qorvo defines free cash flow as net cash provided by operating activities during the period minus property and equipment expenditures made during the period, and free cash flow margin is calculated as free cash flow as a percentage of revenue. We use free cash flow as a supplemental financial measure in our evaluation of liquidity and financial strength. Management believes that this measure is useful as an indicator of our ability to service our debt, meet other payment obligations and make strategic investments. Free cash flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our entire statement of cash flows.

EBITDA. Qorvo adjusts GAAP net income for interest expense, interest income, income tax expense (benefit), depreciation and intangible amortization expense, stock-based compensation and other charges that are not representative of Qorvo’s ongoing operations (including goodwill and other asset impairments, investment activity, acquisition-related costs and restructuring-related costs and certain net adjustments related to a terminated capacity reservation agreement) when presenting EBITDA. Management believes that this measure is useful to evaluate our ongoing operations and as a general indicator of our operating cash flow (in conjunction with a cash flow statement which also includes among other items, changes in working capital and the effect of non-cash charges).

Non-GAAP ROIC. ROIC is a non-GAAP financial measure that management believes provides useful supplemental information for management and the investor by measuring the effectiveness of our operations’ use of invested capital to generate profits. We use ROIC to track how much value we are creating for our shareholders. Non-GAAP ROIC is calculated by dividing annualized non-GAAP operating income, net of an adjustment for income taxes (as described above), by average invested capital. Average invested capital is calculated by subtracting the average of the beginning balance and the ending balance of equity plus net debt, less certain goodwill.

Net debt or positive net cash. Net debt or positive net cash is defined as unrestricted cash, cash equivalents and short-term investments minus any borrowings under our credit facility and the principal balance of our senior unsecured notes. Management believes that net debt or positive net cash provides useful information regarding the level of Qorvo’s indebtedness by reflecting cash and investments that could be used to repay debt.

Inventory days on hand. Inventory days on hand is defined as (a) average net inventory for the period, divided by (b) the result of non-GAAP cost of goods sold for the period divided by the number of days in the period.

Forward-looking non-GAAP financial measures. Our earnings release contains forward-looking free cash flow, gross margin, income tax rate and diluted earnings per share. We provide these non-GAAP measures to investors on a prospective basis for the same reasons (set forth above) that we provide them to investors on a historical basis. We are unable to provide a reconciliation of the forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures without unreasonable effort due to variability and difficulty in making accurate projections for items that would be required to be included in the GAAP measures, such as stock-based compensation, acquisition and integration-related costs, restructuring-related charges, gain or loss on assets, goodwill and other asset impairments, gain or loss on investments and the provision for income taxes, which could have a potentially significant impact on our future GAAP results.

Limitations of non-GAAP financial measures. The primary material limitations associated with the use of non-GAAP financial measures as an analytical tool compared to the most directly comparable GAAP financial measures are these non-GAAP financial measures (i) may not be comparable to similarly titled measures used by other companies in our industry, and (ii) exclude financial information that some may consider important in evaluating our performance, thus limiting their usefulness as a comparative tool. We compensate for these limitations by providing full disclosure of the differences between these non-GAAP financial measures and the corresponding GAAP financial measures, including a reconciliation of the non-GAAP financial measures to the corresponding GAAP financial measures, to enable investors to perform their own analysis of our gross profit and gross margin, operating expenses, operating income, net income, net income per diluted share and net cash provided by operating activities. We further compensate for the limitations of our use of non-GAAP financial measures by presenting the corresponding GAAP measures more prominently.

Qorvo will conduct a conference call at 4:30 p.m. ET today to discuss today’s press release. The conference call will be broadcast live over the Internet and can be accessed by any interested party at the following URL: https://ir.qorvo.com (under “Events & Presentations”). A telephone playback of the conference call will be available approximately two hours after the call’s completion and can be accessed by dialing 1-412-317-0088 and using the passcode 2889510. The playback will be available through the close of business May 6, 2025.

About Qorvo

Qorvo (Nasdaq:QRVO) supplies innovative semiconductor solutions that make a better world possible. We combine product and technology leadership, systems-level expertise and global manufacturing scale to quickly solve our customers’ most complex technical challenges. Qorvo serves diverse high-growth segments of large global markets, including automotive, consumer, defense & aerospace, industrial & enterprise, infrastructure and mobile. Visit www.qorvo.com to learn how our diverse and innovative team is helping connect, protect and power our planet.

Qorvo is a registered trademark of Qorvo, Inc. in the U.S. and in other countries. All other trademarks are the property of their respective owners.

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, and are not historical facts and typically are identified by terms such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “forecast,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management’s current judgment and expectations as of the date the statement is first made, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We caution you not to place undue reliance upon any such forward-looking statements. We do not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under U.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results on a quarterly and annual basis; our substantial dependence on developing new products and achieving design wins; our dependence on several large customers for a substantial portion of our revenue; a loss of revenue if defense and aerospace contracts are canceled or delayed; our dependence on third parties; risks related to sales through distributors; risks associated with the operation of our manufacturing facilities; business disruptions; poor manufacturing yields; increased inventory risks and costs, due to timing of customers’ forecasts; our inability to effectively manage or maintain relationships with chipset suppliers; our ability to continue to innovate in a very competitive industry; underutilization of manufacturing facilities; unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates; our acquisitions, divestitures and other strategic investments failing to achieve financial or strategic objectives; our ability to attract, retain and motivate key employees; warranty claims, product recalls and product liability; changes in our effective tax rate; enactment of international or domestic tax legislation, or changes in regulatory guidance; changes in the favorable tax status of certain of our subsidiaries; risks associated with social, environmental, health and safety regulations, and climate change; risks from international sales and operations; economic regulation in China; changes in government trade policies, including imposition of tariffs and export restrictions; we may not be able to generate sufficient cash to service all of our debt; restrictions imposed by the agreements governing our debt; our reliance on our intellectual property portfolio; claims of infringement of third-party intellectual property rights; security breaches, failed system upgrades or regular maintenance and other similar disruptions to our IT systems; theft, loss or misuse of personal data by or about our employees, customers or third parties; provisions in our governing documents and Delaware law may discourage takeovers and business combinations that our stockholders might consider to be in their best interests; and volatility in the price of our common stock. These and other risks and uncertainties, which are described in more detail under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024, and Qorvo’s subsequent reports and statements that we file with the SEC, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements.

# # #

Financial Tables to Follow


QORVO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)

	Three Months Ended						Twelve Months Ended
	March 29, 2025			March 30, 2024			March 29, 2025			March 30, 2024
Revenue	$	869,474		$	940,988		$	3,718,971		$	3,769,506

Costs and expenses:
Cost of goods sold		502,911			559,131			2,183,382			2,281,011
Research and development		179,931			179,883			747,709			682,249
Selling, general and administrative		90,581			93,107			403,624			389,140
Other operating expense		67,830			78,889			288,729			325,405
Total costs and expenses		841,253			911,010			3,623,444			3,677,805

Operating income		28,221			29,978			95,527			91,701
Interest expense		(19,985	)		(17,282	)		(78,328	)		(69,245	)
Other income, net		6,987			16,818			48,700			51,104

Income before income taxes		15,223			29,514			65,899			73,560
Income tax benefit (expense)		16,142			(26,779	)		(10,284	)		(143,882	)
Net income (loss)	$	31,365		$	2,735		$	55,615		$	(70,322	)

Net income (loss) per share:
Basic	$	0.34		$	0.03		$	0.59		$	(0.72	)
Diluted	$	0.33		$	0.03		$	0.58		$	(0.72	)

Weighted-average shares of common stock outstanding:
Basic		93,249			96,277			94,586			97,557
Diluted		94,105			97,335			95,450			97,557


QORVO, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In thousands, except per share data) (Unaudited)

	Three Months Ended
	March 29, 2025			December 28, 2024			March 30, 2024

GAAP operating income	$	28,221		$	53,025		$	29,978
Stock-based compensation expense		27,415			28,384			21,581
Amortization of intangible assets		24,040			26,085			31,187
Restructuring-related (adjustments) charges		(17,252	)		68,072			55,535
Goodwill and intangible asset impairment		79,503			—			—
Acquisition and integration-related costs		4,395			1,382			6,596
Net adjustments related to a terminated capacity reservation agreement		(720	)		(1,253	)		(13,445	)
Other expense		6,247			2,216			15,792
Non-GAAP operating income	$	151,849		$	177,911		$	147,224

GAAP net income	$	31,365		$	41,271		$	2,735
Stock-based compensation expense		27,415			28,384			21,581
Amortization of intangible assets		24,040			26,085			31,187
Restructuring-related (adjustments) charges		(17,252	)		68,072			55,535
Goodwill and intangible asset impairment		79,503			—			—
Acquisition and integration-related costs		4,395			1,382			6,596
Net adjustments related to a terminated capacity reservation agreement		(720	)		(1,253	)		(13,445	)
Other expense		8,889			600			10,662
Loss (gain) on investment		802			(1,721	)		1,805
Adjustment of income taxes		(25,095	)		(10,067	)		18,874
Non-GAAP net income	$	133,342		$	152,753		$	135,530

GAAP weighted-average outstanding diluted shares		94,105			95,031			97,335
Dilutive stock-based awards		—			—			—
Non-GAAP weighted-average outstanding diluted shares		94,105			95,031			97,335

Non-GAAP net income per share, diluted	$	1.42		$	1.61		$	1.39


QORVO, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (Unaudited)

	Three Months Ended
(in thousands, except percentages)	March 29, 2025						December 28, 2024						March 30, 2024
GAAP gross profit/margin	$	366,563		42.2		%	$	391,416		42.7		%	$	381,857		40.6		%
Stock-based compensation expense		5,645		0.7				5,742		0.6				3,444		0.3
Amortization of intangible assets		21,684		2.5				23,462		2.6				26,031		2.8
Restructuring-related charges		5,492		0.6				6,931		0.7				1,212		0.1
Acquisition and integration-related costs		1		—				1		—				1,281		0.1
Net adjustments related to a terminated capacity reservation agreement		(720	)	(0.1	)			(1,253	)	(0.1	)			(13,445	)	(1.4	)
Non-GAAP gross profit/margin	$	398,665		45.9		%	$	426,299		46.5		%	$	400,380		42.5		%

	Three Months Ended
Non-GAAP Operating Income	March 29, 2025
(as a percentage of revenue)

GAAP operating income	3.3		%
Stock-based compensation expense	3.2
Amortization of intangible assets	2.8
Restructuring-related adjustments	(2.0	)
Goodwill and intangible asset impairment	9.1
Acquisition and integration-related costs	0.5
Net adjustments related to a terminated capacity reservation agreement	(0.1	)
Other expense	0.7
Non-GAAP operating income	17.5		%

	Three Months Ended
Free Cash Flow ⁽¹⁾	March 29, 2025
(in millions)

Net cash provided by operating activities	$	199.2
Purchases of property and equipment		(28.5	)
Free cash flow	$	170.7

(1) Free Cash Flow is calculated as net cash provided by operating activities minus property and equipment expenditures.


QORVO, INC. AND SUBSIDIARIES
ADDITIONAL SELECTED NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(In thousands)
(Unaudited)

	Three Months Ended
	March 29, 2025			December 28, 2024		March 30, 2024
GAAP research and development expense	$	179,931		$	179,126	$	179,883
Less:
Stock-based compensation expense		14,364			13,650		11,812
Acquisition and integration-related costs		1			1		1
Non-GAAP research and development expense	$	165,566		$	165,475	$	168,070

	Three Months Ended
	March 29, 2025			December 28, 2024		March 30, 2024
GAAP selling, general and administrative expense	$	90,581		$	90,360	$	93,107
Less:
Stock-based compensation expense		7,576			8,985		6,291
Amortization of intangible assets		2,356			2,623		5,156
Non-GAAP selling, general and administrative expense	$	80,649		$	78,752	$	81,660

	Three Months Ended
	March 29, 2025			December 28, 2024		March 30, 2024
GAAP other operating expense	$	67,830		$	68,905	$	78,889
Less:
Stock-based compensation (adjustment) expense		(170	)		7		34
Restructuring-related (adjustments) charges		(22,744	)		61,141		54,323
Goodwill and intangible asset impairment		79,503			—		—
Acquisition and integration-related costs		4,393			1,380		5,314
Other expense		6,247			2,216		15,792
Non-GAAP other operating expense	$	601		$	4,161	$	3,426

	Three Months Ended
	March 29, 2025			December 28, 2024		March 30, 2024
GAAP total operating expense	$	338,342		$	338,391	$	351,879
Less:
Stock-based compensation expense		21,770			22,642		18,137
Amortization of intangible assets		2,356			2,623		5,156
Restructuring-related (adjustments) charges		(22,744	)		61,141		54,323
Goodwill and intangible asset impairment		79,503			—		—
Acquisition and integration-related costs		4,394			1,381		5,315
Other expense		6,247			2,216		15,792
Non-GAAP total operating expense	$	246,816		$	248,388	$	253,156


QORVO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)

	March 29, 2025		March 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,021,176	$	1,029,258
Accounts receivable, net		386,719		412,960
Inventories		640,992		710,555
Other current assets		118,388		133,983
Assets of disposal group held for sale		—		159,278
Total current assets		2,167,275		2,446,034

Property and equipment, net		801,895		870,982
Goodwill		2,389,741		2,534,601
Intangible assets, net		273,478		509,383
Long-term investments		23,433		23,252
Other non-current assets		277,309		170,383
Total assets	$	5,933,131	$	6,554,635

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	548,644	$	589,760
Current portion of long-term debt		—		438,740
Other current liabilities		234,538		113,215
Liabilities of disposal group held for sale		—		88,372
Total current liabilities		783,182		1,230,087

Long-term debt		1,549,215		1,549,272
Other long-term liabilities		208,422		218,904
Total liabilities		2,540,819		2,998,263

Stockholders’ equity		3,392,312		3,556,372
Total liabilities and stockholders’ equity	$	5,933,131	$	6,554,635

At Qorvo^®
Doug DeLieto
VP, Investor Relations
1.336.678.7968

The MIL Network –

April 30, 2025

MIL-OSI: NMI Holdings, Inc. Reports Record First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

EMERYVILLE, Calif., April 29, 2025 (GLOBE NEWSWIRE) — NMI Holdings, Inc. (Nasdaq: NMIH) today reported net income of $102.6 million, or $1.28 per diluted share, for the first quarter ended March 31, 2025, compared to $86.2 million, or $1.07 per diluted share, for the fourth quarter ended December 31, 2024 and $89.0 million, or $1.08 per diluted share, for the first quarter ended March 31, 2024. Adjusted net income for the quarter was $102.5 million, or $1.28 per diluted share, compared to $86.1 million, or $1.07 per diluted share, for the fourth quarter ended December 31, 2024 and $89.0 million, or $1.08 per diluted share, for the first quarter ended March 31, 2024.

Adam Pollitzer, President and Chief Executive Officer of National MI, said, “In the first quarter, we again delivered standout operating performance, continued growth in our high-quality insured portfolio and record financial results. We have a strong customer franchise, a talented team driving us forward every day, an exceptionally high-quality book covered by a comprehensive set of risk transfer solutions, and a robust balance sheet supported by the significant earnings power of our platform. We continue to manage our business with discipline and a focus on through-the-cycle performance, and looking forward, we’re well positioned to continue to serve our customers and their borrowers, support our talented team, and deliver sustained performance and long-term value for our shareholders.”

Selected first quarter 2025 highlights include:

Primary insurance-in-force at quarter end was $211.3 billion, compared to $210.2 billion at the end of the fourth quarter and $199.4 billion at the end of the first quarter of 2024.
Net premiums earned were $149.4 million, compared to $143.5 million in the fourth quarter and $136.7 million in the first quarter of 2024.
Total revenue was $173.2 million, compared to $166.5 million in the fourth quarter and $156.3 million in the first quarter of 2024.
Insurance claims and claim expenses were $4.5 million, compared to $17.3 million in the fourth quarter and $3.7 million in the first quarter of 2024. Loss ratio was 3.0%, compared to 12.0% in the fourth quarter and 2.7% in the first quarter of 2024.
Underwriting and operating expenses were $30.2 million, compared to $31.1 million in the fourth quarter and $29.8 million in the first quarter of 2024. Expense ratio was 20.2%, compared to 21.7% in the fourth quarter and 21.8% in the first quarter of 2024.
Net income was $102.6 million, compared to $86.2 million in the fourth quarter and $89.0 million in the first quarter of 2024. Diluted EPS was $1.28, compared to $1.07 in the fourth quarter and $1.08 in the first quarter of 2024.
Shareholders’ equity was $2.3 billion at quarter end and book value per share was $29.65. Book value per share excluding the impact of net unrealized gains and losses in the investment portfolio was $30.85, up 4% compared to $29.80 in the fourth quarter and 17% compared to $26.42 in the first quarter of 2024.
Annualized return on equity for the quarter was 18.1%, compared to 15.6% in the fourth quarter and 18.2% in the first quarter of 2024.
At quarter-end, total PMIERs available assets were $3.2 billion and net risk-based required assets were $1.9 billion.

	*Quarter Ended*			*Quarter Ended*			*Quarter Ended*			*Change*⁽¹⁾		*Change*⁽¹⁾
	*3/31/2025*			*12/31/2024*			*3/31/2024*			*Q/Q*		*Y/Y*
INSURANCE METRICS ($billions)
Primary Insurance-in-Force	$	211.3		$	210.2		$	199.4		1	%	6	%
New Insurance Written – NIW		9.2			11.9			9.4		(23)	%	(2)%

FINANCIAL HIGHLIGHTS (Unaudited, $millions, except per share amounts)
Net Premiums Earned	$	149.4		$	143.5		$	136.7		4	%	9	%
Net Investment Income		23.7			22.7			19.4		4	%	22	%
Insurance Claims and Claim Expenses		4.5			17.3			3.7		(74)	%	21	%
Underwriting and Operating Expenses		30.2			31.1			29.8		(3)	%	1	%
Net Income		102.6			86.2			89.0		19	%	15	%
Diluted EPS	$	1.28		$	1.07		$	1.08		20	%	18	%
Book Value per Share (excluding net unrealized gains and losses)⁽²⁾	$	30.85		$	29.80		$	26.42		4	%	17	%
Loss Ratio		3.0	%		12.0	%		2.7	%
Expense Ratio		20.2	%		21.7	%		21.8	%

(1) Percentages may not be replicated based on the rounded figures presented in the table. (2) Book value per share (excluding net unrealized gains and losses) is defined as total shareholders’ equity, excluding the after-tax effects of unrealized gains and losses on our investment portfolio, divided by shares outstanding.

Conference Call and Webcast Details

The company will hold a conference call, which will be webcast live today, April 29, 2025, at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time. The webcast will be available on the company’s website, www.nationalmi.com, in the “Investor Relations” section. The conference call can also be accessed by dialing (844) 481-2708 in the U.S., or (412) 317-0664 internationally, by referencing NMI Holdings, Inc.

About NMI Holdings, Inc.

NMI Holdings, Inc. (NASDAQ: NMIH), is the parent company of National Mortgage Insurance Corporation (National MI), a U.S.-based, private mortgage insurance company enabling low down payment borrowers to realize home ownership while protecting lenders and investors against losses related to a borrower’s default. To learn more, please visit www.nationalmi.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release or any other written or oral statements made by or on behalf of the Company in connection therewith may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995 (the “PSLRA”). The PSLRA provides a “safe harbor” for any forward-looking statements. All statements other than statements of historical fact included in or incorporated by reference in this release are forward-looking statements, including any statements about our expectations, outlook, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “can,” “could,” “may,” “predict,” “assume,” “potential,” “should,” “will,” “estimate,” “perceive,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” and similar words or phrases. All forward-looking statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that may turn out to be inaccurate and could cause actual results to differ materially from those expressed in them. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business and operations. Important factors that could cause actual events or results to differ materially from those indicated in such statements include, but are not limited to: changes in general economic, market and political conditions and policies (including changes in interest rates and inflation) and investment results or other conditions that affect the U.S. housing market or the U.S. markets for home mortgages, mortgage insurance, reinsurance and credit risk transfer markets, including the risk related to geopolitical instability, inflation, an economic downturn (including any decline in home prices) or recession, and their impacts on our business, operations and personnel; changes in the charters, business practices, policies, pricing or priorities of Fannie Mae and Freddie Mac (collectively, the GSEs), which may include decisions that have the impact of decreasing or discontinuing the use of mortgage insurance as credit enhancement generally, or with first time homebuyers or on very high loan-to-value mortgages; or changes in the direction of housing policy objectives of the Federal Housing Finance Agency (“FHFA”), such as the FHFA’s priority to increase the accessibility to and affordability of homeownership for low-and-moderate income borrowers and underrepresented communities; our ability to remain an eligible mortgage insurer under the private mortgage insurer eligibility requirements (“PMIERs”) and other requirements imposed by the GSEs, which they may change at any time; retention of our existing certificates of authority in each state and the District of Columbia (“D.C.”) and our ability to remain a mortgage insurer in good standing in each state and D.C.; our future profitability, liquidity and capital resources; actions of existing competitors, including other private mortgage insurers and government mortgage insurers such as the Federal Housing Administration, the U.S. Department of Agriculture’s Rural Housing Service and the U.S. Department of Veterans Affairs, and potential market entry by new competitors or consolidation of existing competitors; adoption of new or changes to existing laws, rules and regulations that impact our business or financial condition directly or the mortgage insurance industry generally or their enforcement and implementation by regulators, including the implementation of the final rules defining and/or concerning “Qualified Mortgage” and “Qualified Residential Mortgage”; U.S. federal tax reform and other potential changes in tax law and their impact on us and our operations; legislative or regulatory changes to the GSEs’ role in the secondary mortgage market or other changes that could affect the residential mortgage industry generally or mortgage insurance industry in particular; potential legal and regulatory claims, investigations, actions, audits or inquiries that could result in adverse judgements, settlements, fines or other reliefs that could require significant expenditures or have other negative effects on our business; our ability to successfully execute and implement our capital plans, including our ability to access the equity, credit and reinsurance markets and to enter into, and receive approval of, reinsurance arrangements on terms and conditions that are acceptable to us, the GSEs and our regulators; lenders, the GSEs, or other market participants seeking alternatives to private mortgage insurance; our ability to implement our business strategy, including our ability to write mortgage insurance on high quality low down payment residential mortgage loans, implement successfully and on a timely basis, complex infrastructure, systems, procedures, and internal controls to support our business and regulatory and reporting requirements of the insurance industry; our ability to attract and retain a diverse customer base, including the largest mortgage originators; failure of risk management or pricing or investment strategies; decrease in the length of time our insurance policies are in force; emergence of unexpected claim and coverage issues, including claims exceeding our reserves or amounts we had expected to experience; potential adverse impacts arising from natural disasters including, with respect to affected areas, a decline in new business, adverse effects on home prices, and an increase in notices of default on insured mortgages; climate risk and efforts to manage or regulate climate risk by government agencies could affect our business and operations; potential adverse impacts arising from the occurrence of any man-made disasters or public health emergencies, including pandemics; the inability of our counter-parties, including third party reinsurers, to meet their obligations to us; failure to maintain, improve and continue to develop necessary information technology systems or the failure of technology providers to perform; effectiveness and security of our information technology systems and digital products and services, including the risks these systems, products or services may fail to operate as expected or planned, or expose us to cybersecurity or third-party risks (including the exposure of our confidential customer and other information); and ability to recruit, train and retain key personnel. These risks and uncertainties also include, but are not limited to, those set forth under the heading “Risk Factors” detailed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024, as subsequently updated through other reports we file with the SEC. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. We caution you not to place undue reliance on any forward-looking statement, which speaks only as of the date on which it is made, and we undertake no obligation to publicly update or revise any forward-looking statement to reflect new information, future events or circumstances that occur after the date on which the statement is made or to reflect the occurrence of unanticipated events except as required by law.

Use of Non-GAAP Financial Measures

We believe the use of the non-GAAP measures of adjusted income before tax, adjusted net income, adjusted diluted EPS, adjusted return-on-equity, adjusted expense ratio, adjusted combined ratio and book value per share (excluding net unrealized gains and losses) enhances the comparability of our fundamental financial performance between periods, and provides relevant information to investors. These non-GAAP financial measures align with the way the company’s business performance is evaluated by management. These measures are not prepared in accordance with GAAP and should not be viewed as alternatives to GAAP measures of performance. These measures have been presented to increase transparency and enhance the comparability of our fundamental operating trends across periods. Other companies may calculate these measures differently; their measures may not be comparable to those we calculate and present.

Adjusted income before tax is defined as GAAP income before tax, excluding the pre-tax effects of net realized gains or losses from our investment portfolio, periodic costs incurred in connection with capital markets transactions, and other infrequent, unusual or non-operating items in the periods in which such items are incurred.

Adjusted net income is defined as GAAP net income, excluding the after-tax effects of net realized gains or losses from our investment portfolio, periodic costs incurred in connection with capital markets transactions, and other infrequent, unusual or non-operating items in the periods in which such items are incurred. Adjustments to components of pre-tax income are tax effected using the applicable federal statutory tax rate for the respective periods.

Adjusted diluted EPS is defined as adjusted net income divided by adjusted weighted average diluted shares outstanding. Adjusted weighted average diluted shares outstanding is defined as weighted average diluted shares outstanding, adjusted for changes in the dilutive effect of non-vested shares that would otherwise have occurred had GAAP net income been calculated in accordance with adjusted net income. There will be no adjustment to weighted average diluted shares outstanding in the periods that non-vested shares are anti-dilutive under GAAP.

Adjusted return on equity is calculated by dividing adjusted net income on an annualized basis by the average shareholders’ equity for the period.

Adjusted expense ratio is defined as GAAP underwriting and operating expenses, excluding the pre-tax effects of periodic costs incurred in connection with capital markets transactions, divided by net premiums earned.

Adjusted combined ratio is defined as the total of GAAP underwriting and operating expenses, excluding the pre-tax effects of periodic costs incurred in connection with capital markets transactions and insurance claims and claims expenses, divided by net premiums earned.

Book value per share (excluding net unrealized gains and losses) is defined as total shareholders’ equity, excluding the after-tax effects of unrealized gains and losses on investments, divided by shares outstanding.

Although adjusted income before tax, adjusted net income, adjusted diluted EPS, adjusted return-on-equity, adjusted expense ratio, adjusted combined ratio and book value per share (excluding net unrealized gains and losses) exclude certain items that have occurred in the past and are expected to occur in the future, the excluded items: (1) are not viewed as part of the operating performance of our primary activities; or (2) are impacted by market, economic or regulatory factors and are not necessarily indicative of operating trends, or both. These adjustments, and the reasons for their treatment, are described below.

(1) Net realized investment gains and losses. The recognition of net realized investment gains or losses can vary significantly across periods as the timing is highly discretionary and is influenced by factors such as market opportunities, tax and capital profile, and overall market cycles that do not reflect our current period operating results.

(2) Capital markets transaction costs. Capital markets transaction costs result from activities that are undertaken to improve our debt profile or enhance our capital position through activities such as debt refinancing and capital markets reinsurance transactions that may vary in their size and timing due to factors such as market opportunities, tax and capital profile, and overall market cycles.

(3) Other infrequent, unusual or non-operating items. Items that are the result of unforeseen or uncommon events, and are not expected to recur with frequency in the future. Identification and exclusion of these items provides clarity about the impact special or rare occurrences may have on our current financial performance. Past adjustments under this category include infrequent, unusual or non-operating adjustments related to severance, restricted stock modification and other expenses incurred in connection with the CEO transition announced in September 2021 and the effects of the release of the valuation allowance recorded against our net federal and certain state net deferred tax assets in 2016 and the re-measurement of our net deferred tax assets in connection with tax reform in 2017. We believe such items are infrequent or non-recurring in nature, and are not indicative of the performance of, or ongoing trends in, our primary operating activities or business.

(4) Net unrealized gains and losses on investments. The recognition of net unrealized gains or losses on investment can vary significantly across periods and is influenced by factors such as interest rate movement, overall market and economic conditions, and tax and capital profiles. These valuation adjustments may not necessarily result in economic gains or losses and not reflective of ongoing operations.

Investor Contact
Gregory Epps
Senior Manager, Investor Relations and Treasury
Investor.relations@nationalmi.com

Consolidated statements of operations and comprehensive income (unaudited)	For the three months ended March 31,
		2025			2024
	(In Thousands, except for per share data)
Revenues
Net premiums earned	$	149,366		$	136,657
Net investment income		23,686			19,436
Net realized investment gains		24			—
Other revenues		170			160
Total revenues		173,246			156,253
Expenses
Insurance claims and claim expenses		4,478			3,694
Underwriting and operating expenses		30,175			29,815
Service expenses		116			137
Interest expense		7,106			8,040
Total expenses		41,875			41,686

Income before income taxes		131,371			114,567
Income tax expense		28,812			25,517
Net income	$	102,559		$	89,050

Earnings per share
Basic	$	1.31		$	1.10
Diluted	$	1.28		$	1.08

Weighted average common shares outstanding
Basic		78,407			80,726
Diluted		79,858			82,099

Loss ratio⁽¹⁾		3.0	%		2.7	%
Expense ratio⁽²⁾		20.2	%		21.8	%
Combined ratio		23.2	%		24.5	%

Net income	$	102,559		$	89,050
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) in accumulated other comprehensive loss, net of tax expense (benefit) of $8,186 and $(2,729) for the quarters ended March 31, 2025 and 2024, respectively		30,795			(9,905	)
Reclassification adjustment for realized gains included in net income, net of tax expense of $5 for the quarter ended March 31, 2025		(19	)		—
Other comprehensive income (loss), net of tax		30,776			(9,905	)
Comprehensive income	$	133,335		$	79,145

(1) Loss ratio is calculated by dividing insurance claims and claim expenses by net premiums earned. (2) Expense ratio is calculated by dividing underwriting and operating expenses by net premiums earned.

Consolidated balance sheets (unaudited)	March 31, 2025			December 31, 2024
Assets	(In Thousands, except for share data)
Fixed maturities, available-for-sale, at fair value (amortized cost of $2,923,088 and $2,876,343 as of March 31, 2025 and December 31, 2024, respectively)	$	2,809,247		$	2,723,541
Cash and cash equivalents (including restricted cash of $90 as of December 31, 2024)		74,209			54,308
Premiums receivable, net		84,153			82,804
Accrued investment income		23,641			22,386
Deferred policy acquisition costs, net		64,013			64,327
Software and equipment, net		24,960			25,681
Intangible assets and goodwill		3,634			3,634
Reinsurance recoverable		31,379			32,260
Prepaid federal income taxes		322,175			322,175
Other assets		18,785			18,857
Total assets	$	3,456,196		$	3,349,973

Liabilities
Debt	$	415,606		$	415,146
Unearned premiums		59,176			65,217
Accounts payable and accrued expenses		78,937			103,164
Reserve for insurance claims and claim expenses		151,847			152,071
Deferred tax liability, net		418,916			386,192
Other liabilities		10,143			10,751
Total liabilities		1,134,625			1,132,541

Shareholders’ equity
Common stock – $0.01 par value; 88,321,226 shares issued and 78,301,469 shares outstanding as of March 31, 2025 and 87,902,626 shares issued and 78,600,726 shares outstanding as of December 31, 2024 (250,000,000 shares authorized)		883			879
Additional paid-in capital		1,001,545			1,004,692
Treasury Stock, at cost: 10,019,757 and 9,301,900 common shares as of March 31, 2025 and December 31, 2024, respectively		(272,647	)		(246,594	)
Accumulated other comprehensive loss, net of tax		(94,028	)		(124,804	)
Retained earnings		1,685,818			1,583,259
Total shareholders’ equity		2,321,571			2,217,432
Total liabilities and shareholders’ equity	$	3,456,196		$	3,349,973

Non-GAAP Financial Measure Reconciliations (unaudited)
	As of and for the three months ended
	3/31/2025			12/31/2024			3/31/2024
As Reported	(In Thousands, except for per share data)
Revenues
Net premiums earned	$	149,366		$	143,520		$	136,657
Net investment income		23,686			22,718			19,436
Net realized investment gains		24			33			—
Other revenues		170			233			160
Total revenues		173,246			166,504			156,253
Expenses
Insurance claims and claim expenses		4,478			17,253			3,694
Underwriting and operating expenses		30,175			31,092			29,815
Service expenses		116			184			137
Interest expense		7,106			7,102			8,040
Total expenses		41,875			55,631			41,686

Income before income taxes		131,371			110,873			114,567
Income tax expense		28,812			24,706			25,517
Net income	$	102,559		$	86,167		$	89,050

Adjustments:
Net realized investment gains		(24	)		(33	)		—
Adjusted income before taxes		131,347			110,840			114,567

Income tax benefit on adjustments⁽¹⁾		5			7			—
Adjusted net income	$	102,540		$	86,141		$	89,050

Weighted average diluted shares outstanding		79,858			80,623			82,099

Diluted EPS	$	1.28		$	1.07		$	1.08
Adjusted diluted EPS	$	1.28		$	1.07		$	1.08

Return on equity		18.1	%		15.6	%		18.2	%
Adjusted return on equity		18.1	%		15.6	%		18.2	%

Expense ratio⁽²⁾		20.2	%		21.7	%		21.8	%
Adjusted expense ratio⁽³⁾		20.2	%		21.7	%		21.8	%

Combined ratio⁽⁴⁾		23.2	%		33.7	%		24.5	%
Adjusted combined ratio⁽⁵⁾		23.2	%		33.7	%		24.5	%

Book value per share⁽⁶⁾	$	29.65		$	28.21		$	24.56
Book value per share (excluding net unrealized gains and losses)⁽⁷⁾	$	30.85		$	29.80		$	26.42

(1) Marginal tax impact of non-GAAP adjustments is calculated based on our statutory U.S. federal corporate income tax rate of 21%, except for those items that are not eligible for an income tax deduction. (2) Expense ratio is calculated by dividing underwriting and operating expenses by net premiums earned. (3) Adjusted expense ratio is calculated by dividing adjusted underwriting and operating expense (underwriting and operating expenses excluding costs related to capital markets reinsurance transactions) by net premiums earned. (4) Combined ratio is calculated by dividing the total of underwriting and operating expenses and insurance claims and claim expenses by net premiums earned. (5) Adjusted combined ratio is calculated by dividing the total of adjusted underwriting and operating expenses (underwriting and operating expenses excluding costs related to capital market reinsurance transaction) and insurance claims and claim expenses by net premiums earned. (6) Book value per share is calculated by dividing total shareholders’ equity by shares outstanding. (7) Book value per share (excluding net unrealized gains and losses) is defined as total shareholders’ equity, excluding the after-tax effects of unrealized gains and losses on our investment portfolio, divided by shares outstanding.

Historical Quarterly Data		2025			2024
	March 31			December 31			September 30			June 30			March 31
	(In Thousands, except for per share data)
Revenues
Net premiums earned	$	149,366		$	143,520		$	143,343		$	141,168		$	136,657
Net investment income		23,686			22,718			22,474			20,688			19,436
Net realized investment gains (losses)		24			33			(10	)		—			—
Other revenues		170			233			285			266			160
Total revenues		173,246			166,504			166,092			162,122			156,253
Expenses
Insurance claims and claim expenses		4,478			17,253			10,321			276			3,694
Underwriting and operating expenses		30,175			31,092			29,160			28,330			29,815
Service expenses		116			184			208			194			137
Interest expense		7,106			7,102			7,076			14,678			8,040
Total expenses		41,875			55,631			46,765			43,478			41,686

Income before income taxes		131,371			110,873			119,327			118,644			114,567
Income tax expense		28,812			24,706			26,517			26,565			25,517
Net income	$	102,559		$	86,167		$	92,810		$	92,079		$	89,050

Earnings per share
Basic	$	1.31		$	1.09		$	1.17		$	1.15		$	1.10
Diluted	$	1.28		$	1.07		$	1.15		$	1.13		$	1.08

Weighted average common shares outstanding
Basic		78,407			78,997			79,549			80,117			80,726
Diluted		79,858			80,623			81,045			81,300			82,099

Other data
Loss ratio⁽¹⁾		3.0	%		12.0	%		7.2	%		0.2	%		2.7	%
Expense ratio⁽²⁾		20.2	%		21.7	%		20.3	%		20.1	%		21.8	%
Combined ratio		23.2	%		33.7	%		27.5	%		20.3	%		24.5	%

(1) Loss ratio is calculated by dividing insurance claims and claim expenses by net premiums earned. (2) Expense ratio is calculated by dividing underwriting and operating expenses by net premiums earned.

Portfolio Statistics

The table below highlights trends in our primary portfolio as of the date and for the periods indicated.

Primary portfolio trends	As of and for the three months ended
	March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024
	($ Values In Millions, except as noted below)
New insurance written (NIW)	$	9,221		$	11,925		$	12,218		$	12,503		$	9,398
New risk written		2,428			3,134			3,245			3,335			2,486
Insurance-in-force (IIF)⁽¹⁾		211,308			210,183			207,538			203,501			199,373
Risk-in-force (RIF)⁽¹⁾		56,515			56,113			55,253			53,956			52,610
Policies in force (count)⁽¹⁾		661,490			659,567			654,374			645,276			635,662
Average loan size($ value in thousands)⁽¹⁾	$	319		$	319		$	317		$	315		$	314
Coverage percentage⁽²⁾		26.7	%		26.7	%		26.6	%		26.5	%		26.4	%
Loans in default (count)⁽¹⁾		6,859			6,642			5,712			4,904			5,109
Default rate⁽¹⁾		1.04	%		1.01	%		0.87	%		0.76	%		0.80	%
Risk-in-force on defaulted loans⁽¹⁾	$	567		$	545		$	468		$	401		$	414
Average net premium yield⁽³⁾		0.28	%		0.27	%		0.28	%		0.28	%		0.28	%
Earnings from cancellations	$	0.6		$	0.8		$	0.8		$	1.0		$	0.6
Annual persistency⁽⁴⁾		84.3	%		84.6	%		85.5	%		85.4	%		85.8	%
Quarterly run-off⁽⁵⁾		3.9	%		4.5	%		4.0	%		4.2	%		3.6	%

(1) Reported as of the end of the period. (2) Calculated as end of period RIF divided by end of period IIF. (3) Calculated as net premiums earned, divided by average primary IIF for the period, annualized. (4) Defined as the percentage of IIF that remains on our books after a given twelve-month period. (5) Defined as the percentage of IIF that is no longer on our books after a given three-month period.

NIW, IIF and Premiums

The tables below present NIW and primary IIF, as of the dates and for the periods indicated.

NIW	For the three months ended
	March 31, 2025		December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024
	(In Millions)
Monthly	$	9,049	$	11,688	$	11,978	$	12,288	$	9,175
Single		172		237		240		215		223
Total	$	9,221	$	11,925	$	12,218	$	12,503	$	9,398

Primary IIF	As of
	March 31, 2025		December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024
	(In Millions)
Monthly	$	193,856	$	192,228	$	189,241	$	184,862	$	180,343
Single		17,452		17,955		18,297		18,639		19,030
Total	$	211,308	$	210,183	$	207,538	$	203,501	$	199,373

The following table presents the amounts related to the company’s quota-share reinsurance transactions (the 2016 QSR Transaction, 2018 QSR Transaction, 2020 QSR Transaction, 2021 QSR Transaction, 2022 QSR Transaction, 2022 Seasoned QSR Transaction, 2023 QSR Transaction, 2024 QSR Transaction, and 2025 QSR Transaction and collectively, the QSR Transactions), insurance-linked note transactions (the 2021-1 ILN Transaction, and 2021-2 ILN Transaction and collectively, the ILN Transactions), and traditional reinsurance transactions (the 2022-1 XOL Transaction, 2022-2 XOL Transaction, 2022-3 XOL Transaction, 2023-1 XOL Transaction, 2023-2 XOL Transaction, 2024 XOL Transaction, and 2025 XOL Transaction and collectively, the XOL Transactions) for the periods indicated.

	For the three months ended
	March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024
	(In Thousands)
The QSR Transactions
Ceded risk-in-force	$	12,888,870		$	13,024,200		$	12,968,039		$	12,815,434		$	12,669,207
Ceded premiums earned		(41,011	)		(41,596	)		(41,761	)		(41,555	)		(41,269	)
Ceded claims and claim expenses (benefits)		523			4,075			2,449			(138	)		659
Ceding commission earned		9,768			9,997			10,152			10,222			10,292
Profit commission		23,398			20,149			21,883			24,351			23,407
The ILN Transactions⁽¹⁾
Ceded premiums	$	(3,311	)	$	(4,217	)	$	(4,302	)	$	(5,858	)	$	(5,976	)
The XOL Transactions
Ceded Premiums	$	(10,168	)	$	(9,969	)	$	(9,760	)	$	(9,403	)	$	(9,223	)

(1) Effective July 25, 2024 and December 27, 2024, NMIC exercised its optional termination rights to terminate and commute its previously outstanding excess-of-loss reinsurance agreements with Oaktown Re III Ltd. and Oaktown Re V Ltd., respectively. In connection with the terminations and commutations, the insurance-linked notes issued by Oaktown Re III Ltd. and Oaktown Re V Ltd. were redeemed in full with a distribution of remaining collateral assets.

The tables below present our total NIW by FICO, loan-to-value (LTV) ratio, and purchase/refinance mix for the periods indicated.

NIW by FICO	For the three months ended
	March 31, 2025		December 31, 2024		March 31, 2024
	(In Millions)
>= 760	$	4,971	$	6,508	$	4,888
740-759		1,753		2,090		1,797
720-739		1,177		1,621		1,220
700-719		665		890		780
680-699		413		575		530
<=679		242		241		183
Total	$	9,221	$	11,925	$	9,398
Weighted average FICO		758		758		757

NIW by LTV	For the three months ended
	March 31, 2025			December 31, 2024			March 31, 2024
	(In Millions)
95.01% and above	$	1,147		$	1,510		$	1,062
90.01% to 95.00%		4,274			5,370			4,414
85.01% to 90.00%		2,751			3,740			2,931
85.00% and below		1,049			1,305			991
Total	$	9,221		$	11,925		$	9,398
Weighted average LTV		92.2	%		92.1	%		92.3	%

NIW by purchase/refinance mix	For the three months ended
	March 31, 2025		December 31, 2024		March 31, 2024
	(In Millions)
Purchase	$	8,822	$	10,799	$	9,157
Refinance		399		1,126		241
Total	$	9,221	$	11,925	$	9,398

The table below presents a summary of our primary IIF and RIF by book year as of March 31, 2025.

Primary IIF and RIF	As of March 31, 2025
	IIF		RIF
Book Year	(In Millions)
2025	$	9,152	$	2,409
2024		42,379		11,242
2023		33,286		8,789
2022		46,203		12,356
2021		48,162		13,049
2020 and before		32,126		8,670
Total	$	211,308	$	56,515

The tables below present our total primary IIF and RIF by FICO and LTV, and total primary RIF by loan type as of the dates indicated.

Primary IIF by FICO	As of
	March 31, 2025		December 31, 2024		March 31, 2024
	(In Millions)
>= 760	$	106,004	$	105,315	$	99,195
740-759		37,716		37,321		35,416
720-739		29,430		29,343		28,033
700-719		19,737		19,766		18,904
680-699		13,324		13,374		13,002
<=679		5,097		5,064		4,823
Total	$	211,308	$	210,183	$	199,373

Primary RIF by FICO	As of
	March 31, 2025		December 31, 2024		March 31, 2024
	(In Millions)
>= 760	$	28,117	$	27,883	$	25,935
740-759		10,132		10,006		9,392
720-739		7,966		7,926		7,484
700-719		5,384		5,383		5,089
680-699		3,610		3,615		3,479
<=679		1,306		1,300		1,231
Total	$	56,515	$	56,113	$	52,610

Primary IIF by LTV	As of
	March 31, 2025		December 31, 2024		March 31, 2024
	(In Millions)
95.01% and above	$	24,167	$	23,555	$	20,277
90.01% to 95.00%		104,312		103,472		97,028
85.01% to 90.00%		64,298		64,290		61,169
85.00% and below		18,531		18,866		20,899
Total	$	211,308	$	210,183	$	199,373

Primary RIF by LTV	As of
	March 31, 2025		December 31, 2024		March 31, 2024
	(In Millions)
95.01% and above	$	7,546	$	7,345	$	6,275
90.01% to 95.00%		30,804		30,563		28,663
85.01% to 90.00%		15,957		15,956		15,174
85.00% and below		2,208		2,249		2,498
Total	$	56,515	$	56,113	$	52,610

Primary RIF by Loan Type	As of
	March 31, 2025		December 31, 2024		March 31, 2024
Fixed	98	%	98	%	98	%
Adjustable rate mortgages:
Less than five years	—		—		—
Five years and longer	2		2		2
Total	100	%	100	%	100	%

The table below presents a summary of the change in total primary IIF for the dates and periods indicated.

Primary IIF	As of and for the three months ended
	March 31, 2025			December 31, 2024			March 31, 2024
	(In Millions)
IIF, beginning of period	$	210,183		$	207,538		$	197,029
NIW		9,221			11,925			9,398
Cancellations, principal repayments and other reductions		(8,096	)		(9,280	)		(7,054	)
IIF, end of period	$	211,308		$	210,183		$	199,373

Geographic Dispersion

The following table shows the distribution by state of our primary RIF as of the periods indicated.

Top 10 primary RIF by state	As of
	March 31, 2025		December 31, 2024		March 31, 2024
California	10.1	%	10.1	%	10.2	%
Texas	8.5		8.6		8.8
Florida	7.3		7.3		7.5
Georgia	4.1		4.1		4.2
Washington	3.9		3.9		3.9
Illinois	3.8		3.8		3.9
Virginia	3.7		3.7		3.9
Pennsylvania	3.4		3.4		3.4
Ohio	3.3		3.3		3.0
North Carolina	3.2		3.2		3.1
Total	51.3	%	51.4	%	51.9	%

The table below presents selected primary portfolio statistics, by book year, as of March 31, 2025.

	As of March 31, 2025
Book Year	Original Insurance Written		Remaining Insurance in Force		% Remaining of Original Insurance		Policies Ever in Force	Number of Policies in Force	Number of Loans in Default	# of Claims Paid	Incurred Loss Ratio (Inception to Date)⁽¹⁾		Cumulative Default Rate⁽²⁾		Current default rate⁽³⁾
	($ Values In Millions)
2016 and prior	$	37,222	$	2,133	6	%	151,615	11,572	237	398	2.1	%	0.4	%	2.0	%
2017		21,582		1,753	8	%	85,897	10,007	263	189	1.8	%	0.5	%	2.6	%
2018		27,295		2,306	8	%	104,043	12,534	403	191	2.6	%	0.6	%	3.2	%
2019		45,141		5,923	13	%	148,423	26,358	509	99	2.1	%	0.4	%	1.9	%
2020		62,702		20,011	32	%	186,174	70,620	575	57	1.3	%	0.3	%	0.8	%
2021		85,574		48,162	56	%	257,972	160,946	1,704	95	3.3	%	0.7	%	1.1	%
2022		58,734		46,203	79	%	163,281	135,610	2,014	112	16.2	%	1.3	%	1.5	%
2023		40,473		33,286	82	%	111,994	96,394	836	17	14.0	%	0.8	%	0.9	%
2024		46,044		42,379	92	%	120,747	113,636	318	—	7.9	%	0.3	%	0.3	%
2025		9,221		9,152	99	%	23,956	23,813	—	—	—	%	—	%	—	%
Total	$	433,988	$	211,308			1,354,102	661,490	6,859	1,158

(1) Calculated as total claims incurred (paid and reserved) divided by cumulative premiums earned, net of reinsurance. (2) Calculated as the sum of the number of claims paid ever to date and number of loans in default divided by policies ever in force. (3) Calculated as the number of loans in default divided by number of policies in force.

The following table provides a reconciliation of the beginning and ending reserve balances for insurance claims and claim expenses:

	For the three months ended March 31,
		2025			2024
	(In Thousands)
Beginning balance	$	152,071		$	123,974
Less reinsurance recoverables⁽¹⁾		(32,260	)		(27,514	)
Beginning balance, net of reinsurance recoverables		119,811			96,460

Add claims incurred:
Claims and claim expenses incurred:
Current year⁽²⁾		34,559			32,976
Prior years⁽³⁾		(30,081	)		(29,282	)
Total claims and claim expenses incurred		4,478			3,694

Less claims paid:
Claims and claim expenses paid:
Current year⁽²⁾		—			—
Prior years⁽³⁾		4,076			852
Reinsurance terminations⁽⁴⁾		(255	)		—
Total claims and claim expenses paid		3,821			852

Reserve at end of period, net of reinsurance recoverables		120,468			99,302
Add reinsurance recoverables⁽¹⁾		31,379			27,880
Ending balance	$	151,847		$	127,182

(1) Related to ceded losses recoverable under the QSR Transactions. (2) Related to insured loans with their most recent defaults occurring in the current year. For example, if a loan defaulted in a prior year and subsequently cured and later re-defaulted in the current year, the default would be included in the current year. Amounts are presented net of reinsurance and included $25.9 million attributed to net case reserves and $8.1 million attributed to net IBNR reserves for the three months ended March 31, 2025 and $25.9 million attributed to net case reserves and $6.6 million attributed to net IBNR reserves for the three months ended March 31, 2024. (3) Related to insured loans with defaults occurring in prior years, which have been continuously in default before the start of the current year. Amounts are presented net of reinsurance and included $21.8 million attributed to net case reserves and $8.1 million attributed to net IBNR reserves for the three months ended March 31, 2025 and $22.4 million attributed to net case reserves and $6.3 million attributed to net IBNR reserves for the three months ended March 31, 2024. (4) Represents the settlement of reinsurance recoverables in conjunction with the termination of one reinsurer under the 2016, 2018 and 2021 QSR Transactions by mutual agreement on a cut-off basis with no termination fee.

The following table provides a reconciliation of the beginning and ending count of loans in default:

	For the three months ended March 31,
	2025		2024
Beginning default inventory	6,642		5,099
Plus: new defaults	2,421		1,876
Less: cures	(2,094	)	(1,817	)
Less: claims paid	(95	)	(42	)
Less: rescission and claims denied	(15	)	(7	)
Ending default inventory	6,859		5,109

The following table provides details of our claims paid, before giving effect to claims ceded under the QSR Transactions, for the periods indicated:

	For the three months ended March 31,
		2025			2024
	($ Values In Thousands)
Number of claims paid⁽¹⁾		95			42
Total amount paid for claims	$	5,225		$	1,145
Average amount paid per claim	$	55		$	27
Severity⁽²⁾		69	%		54	%

(1) Count includes 20 and 16 claims settled without payment during the three months ended March 31, 2025 and 2024, respectively. (2) Severity represents the total amount of claims paid including claim expenses divided by the related RIF on the loan at the time the claim is perfected, and is calculated including claims settled without payment.

The following table shows our average reserve per default, before giving effect to reserves ceded under the QSR Transactions, as of the dates indicated:

	As of March 31,
Average reserve per default:		2025		2024
	(In Thousands)
Case⁽¹⁾	$	20.3	$	22.9
IBNR⁽¹⁾⁽²⁾		1.8		2.0
Total	$	22.1	$	24.9

(1) Defined as the gross reserve per insured loan in default. (2) Amount includes claims adjustment expenses.

The following table provides a comparison of the PMIERs available assets and net risk-based required asset amount as reported by NMIC as of the dates indicated:

	As of
	March 31, 2025		December 31, 2024		March 31, 2024
	(In Thousands)
Available assets	$	3,230,653	$	3,108,211	$	2,821,803
Net risk-based required assets		1,867,414		1,828,807		1,561,655

The MIL Network –

April 30, 2025

MIL-OSI: Expand Energy Corporation Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

OKLAHOMA CITY, April 29, 2025 (GLOBE NEWSWIRE) — Expand Energy Corporation (NASDAQ: EXE) (“Expand Energy” or the “Company”) today reported first quarter 2025 financial and operating results.

Net cash provided by operating activities of $1,096 million
Net loss of $249 million, or $1.06 per fully diluted share; adjusted net income⁽¹⁾of $487 million, or $2.02 per share
Adjusted EBITDAX⁽¹⁾of $1,395 million
Produced approximately 6.79 Bcfe/d net (92% natural gas)
Added to the S&P 500, effective March 24, 2025
Upgraded to Investment Grade credit rating by Moody’s (Baa3); achieved uniform Investment Grade rating from all rating agencies
Quarterly base dividend of $0.575 per common share to be paid in June 2025, 17th straight quarter of paying a dividend
On track to capture approximately $400 million in 2025 synergies, with the total target of $500 million in annual synergies expected to be achieved by year end 2026

(1) Definitions of non-GAAP financial measures and reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure are included at the end of this news release.

“Overcoming market volatility requires a resilient financial foundation, a deep market-connected portfolio, and low cost, efficient operations, all hallmarks of our strategy,” said Nick Dell’Osso, Expand Energy’s President and Chief Executive Officer. “We continue to execute our business, utilizing our productive capacity to navigate today’s dynamic macro environment and be prepared to efficiently respond as market conditions change.”

Operations Update

Expand Energy operated an average of 11 rigs during the first quarter, drilling 46 wells and turning 89 wells in line, resulting in net production of approximately 6.79 Bcfe per day (92% natural gas). A detailed breakdown of first quarter production, capital expenditures and activity can be found in supplemental slides which have been posted at https://investors.expandenergy.com/events-presentations.

2025 Annual Synergy, Capital and Operating Outlook

In 2025, Expand Energy expects to run approximately 12 rigs and invest approximately $2.7 billion yielding an estimated daily production of approximately 7.1 Bcfe/d. The Company intends to build incremental productive capacity for an additional $300 million by exiting 2025 with approximately 15 rigs. This incremental capital investment positions the Company to efficiently grow production from a year-end 2025 exit rate of approximately 7.2 Bcfe/d to average approximately 7.5 Bcfe/d in 2026 should market conditions warrant.

Expand Energy is on track to capture its 2025 expected annual synergy target of approximately $400 million. The Company expects to achieve the full $500 million in annual synergies by year end 2026.

A detailed breakdown of 2025 annual synergy, capital, and operating outlook can be found in supplemental slides which have been posted at https://investors.expandenergy.com/events-presentations.

Shareholder Returns Update

Expand Energy enhanced its capital return framework in 2024 to more efficiently return cash to shareholders and reduce Net Debt. The Company plans to pay its quarterly base dividend of $0.575 per share on June 4, 2025 to shareholders of record at the close of business on May 15, 2025. The Company expects to allocate $500 million to Net Debt reduction in 2025, and at current market conditions, to have additional free cash flow available to allocate to the combination of variable dividends, share repurchases, and the balance sheet.

Conference Call Information

A conference call to discuss Expand Energy’s first quarter 2025 financial and operating results and 2025 outlook has been scheduled for 9 a.m. EDT on April 30, 2025. Participants can access the live webcast at https://edge.media-server.com/mmc/p/kn8j2wew/. Participants who would like to ask a question, can register at https://register-conf.media-server.com/register/BIb82422792483441f93f8794cbf385f7c, and will receive the dial-in info and a unique PIN to join the call. Links to the conference call will be provided at https://investors.expandenergy.com/. A replay will be available on the website following the call.

Financial Statements, Non-GAAP Financial Measures and 2025 Guidance and Outlook Projections

This news release contains the non-GAAP financial measures described below in the section titled “Non-GAAP Financial Measures.” Reconciliations of each non-GAAP financial measure used in this news release to the most directly comparable GAAP financial measure are provided below. Additional detail on the Company’s 2025 first quarter financial and operational results, along with non-GAAP measures that adjust for items typically excluded by securities analysts, are available on the Company’s website. Non-GAAP measures should not be considered as an alternative to, or more meaningful than, GAAP measures. Management’s guidance for 2025 can be found on the Company’s website at https://www.expandenergy.com/.

Expand Energy Corporation (NASDAQ: EXE) is the largest natural gas producer in the United States, powered by dedicated and innovative employees focused on disrupting the industry’s traditional cost and market delivery model to responsibly develop assets in the nation’s most prolific natural gas basins. Expand Energy’s returns-driven strategy strives to create sustainable value for its stakeholders by leveraging its scale, financial strength and operational execution. Expand Energy is committed to expanding America’s energy reach to fuel a more affordable, reliable, lower carbon future.

Forward-Looking Statements

This 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. Forward-looking statements include our current expectations or forecasts of future events, including matters relating to armed conflict and instability in Europe and the Middle East, along with the effects of the current global economic environment, and the impact of each on our business, financial condition, results of operations and cash flows, actions by, or disputes among or between, members of OPEC+ and other foreign oil-exporting countries, market factors, market prices, our ability to meet debt service requirements, our ability to continue to pay cash dividends, our ability to capture synergies, the amount and timing of any cash dividends and our environmental, social, and governance (“ESG”) initiatives. Forward-looking and other statements in this news release regarding our environmental, social and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange commission (“SEC”). In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “aim”, “predict”, “should”, “expect,” “could,” “may,” “anticipate,” “intend,” “plan,” “ability,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “guidance,” “outlook,” “opportunity” or “strategy.” The absence of such words or expressions does not necessarily mean the statements are not forward-looking.

Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, they are inherently subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. No assurance can be given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:

Reduced demand for natural gas, oil, and natural gas liquids (“NGLs”);
negative public perceptions of our industry;
competition in the natural gas and oil exploration and production industry;
the volatility of natural gas, oil and NGL prices, which are affected by general economic and business conditions, as well as increased demand for (and availability of) alternative fuels and electric vehicles;
risks from regional epidemics or pandemics and related economic turmoil, including supply chain constraints;
write-downs of our natural gas and oil asset carrying values due to low commodity prices;
significant capital expenditures are required to replace our reserves and conduct our business;
our ability to replace reserves and sustain production;
uncertainties inherent in estimating quantities of natural gas, oil and NGL reserves and projecting future rates of production and the amount and timing of development expenditures;
drilling and operating risks and resulting liabilities;
our ability to generate profits or achieve targeted results in drilling and well operations;
leasehold terms expiring before production can be established;
risks from our commodity price risk management activities;
uncertainties, risks and costs associated with natural gas and oil operations;
our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used;
pipeline and gathering system capacity constraints and transportation interruptions;
risks related to our plans to participate in the global LNG value chain;
terrorist activities and/or cyber-attacks adversely impacting our operations;
risks from failure to protect personal information and data and compliance with data privacy and security laws and regulations;
disruption of our business by natural or human causes beyond our control;
a deterioration in general economic, business or industry conditions;
the impact of inflation and commodity price volatility, including as a result of decisions made by OPEC+ and armed conflict and instability in Europe and the Middle East, along with the effects of the current global economic environment, on our business, financial condition, employees, contractors, vendors and the global demand for natural gas and oil and on U.S. and global financial markets;
our inability to access the capital markets on favorable terms;
the limitations on our financial flexibility due to our level of indebtedness and restrictive covenants from our indebtedness;
challenges with employee retention and increasingly competitive labor market
risks related to acquisitions or dispositions, or potential acquisitions or dispositions;
security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business;
our ability to achieve and maintain ESG certifications, goals and commitments;
legislative, regulatory, and ESG initiatives, including those addressing the impact of climate change or further regulating hydraulic fracturing, methane emissions, flaring or water disposal;
federal and state tax proposals affecting our industry;
risks related to an annual limitation on the utilization of our tax attributes, which was triggered upon the completion of our merger with Southwestern Energy Company (the “Southwestern Merger”), as well as trading in our common stock, additional issuance of common stock, and certain other stock transactions, which could lead to an additional, potentially more restrictive, annual limitation; and
other factors that are described under Risk Factors in Item 1A of Part I of our Annual Report on Form 10-K filed with the SEC.

We caution you not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of the filing date, and we undertake no obligation and have no intention to update any forward-looking statement, except as required by law. We urge you to carefully review and consider the disclosures in this news release and our filings with the SEC that attempt to advise interested parties of the risks and factors that may affect our business.

All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

($ in millions, except per share data)	March 31, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	349		$	317
Restricted cash		78			78
Accounts receivable, net		1,361			1,226
Derivative assets		—			84
Other current assets		325			292
Total current assets		2,113			1,997
Property and equipment:
Natural gas and oil properties, successful efforts method
Proved natural gas and oil properties		23,874			23,093
Unproved properties		5,774			5,897
Other property and equipment		678			654
Total property and equipment		30,326			29,644
Less: accumulated depreciation, depletion and amortization		(6,066	)		(5,362	)
Total property and equipment, net		24,260			24,282
Long-term derivative assets		2			1
Deferred income tax assets		626			589
Other long-term assets		933			1,025
Total assets	$	27,934		$	27,894

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	654		$	777
Current maturities of long-term debt, net		—			389
Accrued interest		68			100
Derivative liabilities		896			71
Other current liabilities		1,971			1,786
Total current liabilities		3,589			3,123
Long-term debt, net		5,243			5,291
Long-term derivative liabilities		129			68
Asset retirement obligations, net of current portion		506			499
Long-term contract liabilities		1,159			1,227
Other long-term liabilities		117			121
Total liabilities		10,743			10,329
Contingencies and commitments
Stockholders’ equity:
Common stock, $0.01 par value, 450,000,000 shares authorized: 237,476,127 and 231,769,886 shares issued		2			2
Additional paid-in capital		13,700			13,687
Retained earnings		3,489			3,876
Total stockholders’ equity		17,191			17,565
Total liabilities and stockholders’ equity	$	27,934		$	27,894

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

	Three Months Ended March 31,
		2025			2024
($ in millions, except per share data)
Revenues and other:
Natural gas, oil and NGL	$	2,300		$	589
Marketing		910			312
Natural gas, oil and NGL derivatives		(1,014	)		172
Gains on sales of assets		—			8
Total revenues and other		2,196			1,081
Operating expenses:
Production		147			59
Gathering, processing and transportation		563			173
Severance and ad valorem taxes		48			29
Exploration		7			2
Marketing		919			323
General and administrative		47			47
Depreciation, depletion and amortization		711			399
Other operating expense, net		22			17
Total operating expenses		2,464			1,049
Income (loss) from operations		(268	)		32
Other income (expense):
Interest expense		(59	)		(19	)
Other income, net		8			20
Total other income (expense)		(51	)		1
Income (loss) before income taxes		(319	)		33
Income tax expense (benefit)		(70	)		7
Net income (loss)	$	(249	)	$	26
Earnings (loss) per common share:
Basic	$	(1.06	)	$	0.20
Diluted	$	(1.06	)	$	0.18
Weighted average common shares outstanding (in thousands):
Basic		234,434			130,893
Diluted		234,434			141,752

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Three Months Ended March 31,
($ in millions)		2025			2024
Cash flows from operating activities:
Net income (loss)	$	(249	)	$	26
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		711			399
Deferred income tax expense (benefit)		(37	)		7
Derivative (gains) losses, net		1,014			(172	)
Cash receipts (payments) on derivative settlements, net		(45	)		228
Share-based compensation		9			9
Gains on sales of assets		—			(8	)
Contract amortization		(52	)		—
Other		(4	)		(13	)
Changes in assets and liabilities		(251	)		76
Net cash provided by operating activities		1,096			552
Cash flows from investing activities:
Capital expenditures		(563	)		(421	)
Receipts of deferred consideration		60			60
Contributions to investments		(4	)		(19	)
Proceeds from divestitures of property and equipment		—			6
Net cash used in investing activities		(507	)		(374	)
Cash flows from financing activities:
Proceeds from Credit Facility		725			—
Payments on Credit Facility		(725	)		—
Proceeds from warrant exercise		21			—
Cash paid to purchase debt		(436	)		—
Cash paid for common stock dividends		(142	)		(77	)
Net cash used in financing activities		(557	)		(77	)
Net increase in cash, cash equivalents and restricted cash		32			101
Cash, cash equivalents and restricted cash, beginning of period		395			1,153
Cash, cash equivalents and restricted cash, end of period	$	427		$	1,254

Cash and cash equivalents	$	349		$	1,179
Restricted cash		78			75
Total cash, cash equivalents and restricted cash	$	427		$	1,254

NATURAL GAS, OIL AND NGL PRODUCTION AND AVERAGE SALES PRICES (unaudited)

	Three Months Ended March 31, 2025
	Natural Gas		Oil		NGL		Total
	MMcf per day	$/Mcf	MBbl per day	$/Bbl	MBbl per day	$/Bbl	MMcfe per day	$/Mcfe
Haynesville	2,617	3.48	—	—	—	—	2,617	3.48
Northeast Appalachia	2,668	3.75	—	—	—	—	2,668	3.75
Southwest Appalachia	969	3.38	14	63.40	75	30.54	1,503	4.28
Total	6,254	3.58	14	63.40	75	30.54	6,788	3.76

Average NYMEX Price		3.65		71.42
Average Realized Price (including realized derivatives)		3.51		63.76		29.35		3.69

	Three Months Ended March 31, 2024
	Natural Gas		Oil		NGL		Total
	MMcf per day	$/Mcf	MBbl per day	$/Bbl	MBbl per day	$/Bbl	MMcfe per day	$/Mcfe
Haynesville	1,478	2.03	—	—	—	—	1,478	2.03
Northeast Appalachia	1,720	2.03	—	—	—	—	1,720	2.03
Total	3,198	2.03	—	—	—	—	3,198	2.03

Average NYMEX Price		2.24		—
Average Realized Price (including realized derivatives)		2.85		—		—		2.85

CAPITAL EXPENDITURES ACCRUED (unaudited)

	Three Months Ended March 31,
		2025		2024
($ in millions)
Drilling and completion capital expenditures:
Haynesville	$	286	$	195
Northeast Appalachia		103		105
Southwest Appalachia		165		—
Total drilling and completion capital expenditures		554		300
Non-drilling and completion – field		56		35
Non-drilling and completion – corporate		52		19
Total capital expenditures	$	662	$	354

NON-GAAP FINANCIAL MEASURES

As a supplement to the financial results prepared in accordance with U.S. GAAP, Expand Energy’s quarterly earnings releases contain certain financial measures that are not prepared or presented in accordance with U.S. GAAP. These non-GAAP financial measures include Adjusted Net Income, Adjusted Diluted Earnings Per Common Share, Adjusted EBITDAX, Free Cash Flow, Adjusted Free Cash Flow and Net Debt. A reconciliation of each financial measure to its most directly comparable GAAP financial measure is included in the tables below. Management believes these adjusted financial measures are a meaningful adjunct to earnings and cash flows calculated in accordance with GAAP because (a) management uses these financial measures to evaluate the Company’s trends and performance, (b) these financial measures are comparable to estimates provided by securities analysts, and (c) items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the Company generally excludes information regarding these types of items.

Expand Energy’s definitions of each non-GAAP measure presented herein are provided below. Because not all companies or securities analysts use identical calculations, Expand Energy’s non-GAAP measures may not be comparable to similarly titled measures of other companies or securities analysts.

Adjusted Net Income: Adjusted Net Income is defined as net income (loss) adjusted to exclude unrealized (gains) losses on natural gas and oil derivatives, (gains) losses on sales of assets, and certain items management believes affect the comparability of operating results, less a tax effect using applicable rates. Expand Energy believes that Adjusted Net Income facilitates comparisons of the Company’s period-over-period performance, by excluding the impact of items that, in the opinion of management, do not reflect Expand Energy’s core operating performance. Adjusted Net Income should not be considered an alternative to, or more meaningful than, net income (loss) as presented in accordance with GAAP.

Adjusted Diluted Earnings Per Common Share: Adjusted Diluted Earnings Per Common Share is defined as diluted earnings (loss) per common share adjusted to exclude the per diluted share amounts attributed to unrealized (gains) losses on natural gas and oil derivatives, (gains) losses on sales of assets, and certain items management believes affect the comparability of operating results, less a tax effect using applicable rates. Expand Energy believes that Adjusted Diluted Earnings Per Common Share facilitates comparisons of the Company’s period-over-period performance, by excluding the impact of items that, in the opinion of management, do not reflect Expand Energy’s core operating performance. Adjusted Diluted Earnings Per Common Share should not be considered an alternative to, or more meaningful than, earnings (loss) per common share as presented in accordance with GAAP.

Adjusted EBITDAX: Adjusted EBITDAX is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization expense, exploration expense, unrealized (gains) losses on natural gas and oil derivatives, separation and other termination costs, (gains) losses on sales of assets, and certain items management believes affect the comparability of operating results. Adjusted EBITDAX is presented as it provides investors an indication of the Company’s ability to internally fund exploration and development activities and service or incur debt. Adjusted EBITDAX should not be considered an alternative to, or more meaningful than, net income (loss) as presented in accordance with GAAP.

Free Cash Flow: Free Cash Flow is defined as net cash provided by operating activities less cash capital expenditures. Free Cash Flow is a liquidity measure that provides investors additional information regarding the Company’s ability to service or incur debt and return cash to shareholders. Free Cash Flow should not be considered an alternative to, or more meaningful than, net cash provided by (used in) operating activities, or any other measure of liquidity presented in accordance with GAAP.

Adjusted Free Cash Flow: Adjusted Free Cash Flow is defined as net cash provided by operating activities less cash capital expenditures and cash contributions to investments, adjusted to exclude certain items management believes affect the comparability of operating results. Adjusted Free Cash Flow is a liquidity measure that provides investors additional information regarding the Company’s ability to service or incur debt and return cash to shareholders and is used to determine Expand Energy’s payout of enhanced returns framework. Adjusted Free Cash Flow should not be considered an alternative to, or more meaningful than, net cash provided by (used in) operating activities, or any other measure of liquidity presented in accordance with GAAP.

Net Debt: Net Debt is defined as GAAP total debt excluding premiums, discounts, and deferred issuance costs less cash and cash equivalents. Net Debt is useful to investors as a widely understood measure of liquidity and leverage, but this measure should not be considered as an alternative to, or more meaningful than, total debt presented in accordance with GAAP.

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (unaudited)

	Three Months Ended March 31,
($ in millions)		2025			2024
Net income (loss) (GAAP)	$	(249	)	$	26

Adjustments:
Unrealized losses on natural gas and oil derivatives		969			67
Gains on sales of assets		—			(8	)
Other operating expense, net		26			19
Contract amortization		(52	)		—
Other		(4	)		(8	)
Tax effect of adjustments^(a)		(203	)		(16	)
Adjusted net income (Non-GAAP)	$	487		$	80

(a)	The three month periods ended March 31, 2025 and March 31, 2024 include a tax effect attributed to reconciling adjustments using a statutory rate of 22% and 23%, respectively.

RECONCILIATION OF EARNINGS (LOSS) PER COMMON SHARE TO ADJUSTED DILUTED EARNINGS PER COMMON SHARE (unaudited)

	Three Months Ended March 31,
($/share)		2025			2024
Earnings (loss) per common share (GAAP)	$	(1.06	)	$	0.20
Effect of dilutive securities		—			(0.02	)
Diluted earnings (loss) per common share (GAAP)	$	(1.06	)	$	0.18

Adjustments:
Unrealized losses on natural gas and oil derivatives		4.14			0.47
Gains on sales of assets		—			(0.06	)
Other operating expense, net		0.11			0.14
Contract amortization		(0.22	)		—
Other		(0.02	)		(0.06	)
Tax effect of adjustments^(a)		(0.87	)		(0.11	)
Effect of dilutive securities		(0.06	)		—
Adjusted diluted earnings per common share (Non-GAAP)	$	2.02		$	0.56

(a)	The three month periods ended March 31, 2025 and March 31, 2024 include a tax effect attributed to reconciling adjustments using a statutory rate of 22% and 23%, respectively.

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDAX (unaudited)

	Three Months Ended March 31,
		2025			2024
($ in millions)
Net income (loss) (GAAP)	$	(249	)	$	26

Adjustments:
Interest expense		59			19
Income tax expense (benefit)		(70	)		7
Depreciation, depletion and amortization		711			399
Exploration		7			2
Unrealized losses on natural gas and oil derivatives		969			67
Gains on sales of assets		—			(8	)
Other operating expense, net		26			19
Contract amortization		(52	)		—
Other		(6	)		(23	)
Adjusted EBITDAX (Non-GAAP)	$	1,395		$	508

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW (unaudited)

	Three Months Ended March 31,
		2025			2024
($ in millions)
Net cash provided by operating activities (GAAP)	$	1,096		$	552
Cash capital expenditures		(563	)		(421	)
Free cash flow (Non-GAAP)		533			131
Cash paid for merger expenses		48			—
Cash contributions to investments		(4	)		(19	)
Adjusted free cash flow (Non-GAAP)	$	577		$	112

RECONCILIATION OF TOTAL DEBT TO NET DEBT (unaudited)

($ in millions)	March 31, 2025
Total debt (GAAP)	$	5,243
Premiums, discounts and issuance costs on debt		7
Principal amount of debt		5,250
Cash and cash equivalents		(349	)
Net debt (Non-GAAP)	$	4,901

The MIL Network –

April 30, 2025

MIL-OSI: Tenable Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Revenue of $239.1 million, up 11% year-over-year.
Calculated current billings of $215.4 million, up 9% year-over-year.
GAAP operating margin of (7)%; Non-GAAP operating margin of 20%.
Net cash provided by operating activities of $87.4 million; Unlevered free cash flow of $86.8 million.

COLUMBIA, Md., April 29, 2025 (GLOBE NEWSWIRE) — Tenable Holdings, Inc. (“Tenable”) (Nasdaq: TENB), the exposure management company, today announced financial results for the quarter ended March 31, 2025.

“We had a strong start to the year with better-than-expected results on both the top and bottom line,” said Steve Vintz, Co-CEO of Tenable. “With our ongoing investments in areas like AI and integrations with third-party tools and data sources we are helping our customers reduce risk with greater efficiency.”

“We had some incredible six- and seven-figure deals this quarter driving upside to our expectations and representing significant ongoing opportunities,” said Mark Thurmond, Co-CEO of Tenable. “Our outperformance was driven by continued momentum with Tenable One as we build strategic partnerships resulting in larger deal sizes, broader platform adoption, and greater asset coverage.”

First Quarter 2025 Financial Highlights

Revenue was $239.1 million, an 11% increase year-over-year.
Calculated current billings was $215.4 million, a 9% increase year-over-year.
GAAP loss from operations was $17.7 million, compared to $8.9 million in the first quarter of 2024.
Non-GAAP income from operations was $48.7 million, compared to $37.0 million in the first quarter of 2024.
GAAP net loss was $22.9 million, compared to $14.4 million in the first quarter of 2024.
GAAP net loss per share was $0.19, compared to $0.12 in the first quarter of 2024.
Non-GAAP net income was $44.3 million, compared to $30.4 million in the first quarter of 2024.
Non-GAAP diluted earnings per share was $0.36, compared to $0.25 in the first quarter of 2024.
Cash and cash equivalents and short-term investments were $460.3 million at March 31, 2025, compared to $577.2 million at December 31, 2024.
Net cash provided by operating activities was $87.4 million, compared to $50.3 million in the first quarter of 2024.
Unlevered free cash flow was $86.8 million, compared to $54.7 million in the first quarter of 2024.
Repurchased 1.6 million shares of our common stock for $60.0 million

Recent Business Highlights

Added 361 new enterprise platform customers and 54 net new six-figure customers.
Completed the acquisition of Vulcan Cyber Ltd., which is expected to enhance our industry-leading exposure management platform, delivering comprehensive visibility, prioritization and remediation across the entire attack surface.
Released Identity 360 and Exposure Center, two capabilities designed to help organizations pinpoint identity risks and take swift, targeted action to prevent identity-based attacks.
Achieved FedRAMP moderate authorization of Tenable One and Tenable Cloud Security, underscoring our commitment to strengthening government infrastructure and reducing cybersecurity risk to support national security.
Published the 2025 Cloud AI Risk Report, examining the current state of security risks in cloud AI development tools and frameworks and in AI services offered by the three major cloud providers.

Financial Outlook

For the second quarter of 2025, we currently expect:

Revenue in the range of $241.0 million to $243.0 million.
Non-GAAP income from operations in the range of $43.0 million to $45.0 million.
Non-GAAP net income in the range of $36.0 million to $38.0 million, assuming interest expense of $7.1 million, interest income of $4.0 million and a provision for income taxes of $3.2 million.
Non-GAAP diluted earnings per share in the range of $0.29 to $0.31.
123.0 million diluted weighted average shares outstanding.

For the year ending December 31, 2025, we currently expect:

Calculated current billings in the range of $1.025 billion to $1.045 billion.
Revenue in the range of $970.0 million to $980.0 million.
Non-GAAP income from operations in the range of $205.0 million to $215.0 million.
Non-GAAP net income in the range of $178.0 million to $188.0 million, assuming interest expense of $28.4 million, interest income of $16.8 million and a provision for income taxes of $13.1 million.
Non-GAAP diluted earnings per share in the range of $1.44 to $1.52.
123.5 million diluted weighted average shares outstanding.
Unlevered free cash flow in the range of $265.0 million to $275.0 million.

Conference Call Information

Tenable will host a conference call on April 29, 2025 at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. An archived replay of the live broadcast will be available on the Investor Relations page of the website following the call.

About Tenable

Tenable^® is the exposure management company, exposing and closing the cybersecurity gaps that erode business value, reputation and trust. The company’s AI-powered exposure management platform radically unifies security visibility, insight and action across the attack surface, equipping modern organizations to protect against attacks from IT infrastructure to cloud environments to critical infrastructure and everywhere in between. By protecting enterprises from security exposure, Tenable reduces business risk for approximately 44,000 customers around the globe. Learn more at tenable.com.

Contact Information

Investor Relations
investors@tenable.com

Media Relations
tenablepr@tenable.com

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our platform’s ability to help protect enterprises from security exposure and streamline vulnerability analysis and response, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 and other filings that we make from time to time with the SEC, which are available on the SEC’s website at sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance the overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by management for financial and operational decision-making. We include these non-GAAP financial measures to present our financial performance using a management view and because we believe that these measures provide an additional comparison of our core financial performance over multiple periods with other companies in our industry.

Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.

Calculated Current Billings: We define calculated current billings, a non-GAAP financial measure, as total revenue recognized in a period plus the change in current deferred revenue in the corresponding period. We believe that calculated current billings is a key metric to measure our periodic performance. Given that most of our customers pay in advance (including multi-year contracts), but we generally recognize the related revenue ratably over time, we use calculated current billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. We believe that calculated current billings, which excludes deferred revenue for periods beyond twelve months in a customer’s contractual term, more closely correlates with annual contract value and that the variability in total billings, depending on the timing of large multi-year contracts and the preference for annual billing versus multi-year upfront billing, may distort growth in one period over another.

Free Cash Flow and Unlevered Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities less purchases of property and equipment and capitalized software development costs. We believe free cash flow is an important liquidity measure of the cash that is available (if any), after purchases of property and equipment and capitalized software development costs, for investment in our business and to make acquisitions. We believe that free cash flow is useful as a liquidity measure because it measures our ability to generate cash. We define unlevered free cash flow as free cash flow plus cash paid for interest and other financing costs. We believe unlevered free cash flow is useful as a liquidity measure as it measures the cash that is available to invest in our business and meet our current debt obligations and future financing needs. However, given our debt obligations, non-cancelable commitments and other contractual obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.

Non-GAAP Income from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses, costs related to the intra-entity asset transfers resulting from the internal restructuring of legal entities, and amortization of acquired intangible assets. Acquisition-related expenses include transaction and integration expenses, as well as costs related to the intercompany transfer of acquired intellectual property. Restructuring expenses include non-ordinary course severance, employee related benefits, and other charges to reorganize business operations. We believe that the exclusion of these expenses provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude restructuring expenses.

Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net loss, excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses and amortization of acquired intangible assets, including the applicable tax impacts. In addition, we exclude the tax impact and related costs of intra-entity asset transfers resulting from the internal restructuring of legal entities as well as deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to calculate non-GAAP earnings per share.

Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.

Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.

TENABLE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
	Three Months Ended March 31,
(in thousands, except per share data)	2025			2024
Revenue	$	239,137		$	215,961
Cost of revenue⁽¹⁾		52,460			48,932
Gross profit		186,677			167,029
Operating expenses:
Sales and marketing⁽¹⁾		103,182			99,825
Research and development⁽¹⁾		53,223			43,727
General and administrative⁽¹⁾		47,983			31,018
Restructuring		—			1,389
Total operating expenses		204,388			175,959
Loss from operations		(17,711	)		(8,930	)
Interest income		4,927			5,624
Interest expense		(7,011	)		(8,112	)
Other income (expense), net		474			(1,310	)
Loss before income taxes		(19,321	)		(12,728	)
Provision for income taxes		3,614			1,658
Net loss	$	(22,935	)	$	(14,386	)

Net loss per share, basic and diluted	$	(0.19	)	$	(0.12	)
Weighted-average shares used to compute net loss per share, basic and diluted		120,083			117,542

_______________

⁽¹⁾ Includes stock-based compensation as follows:

	Three Months Ended March 31,
	2025		2024
Cost of revenue	$	3,315	$	2,982
Sales and marketing		16,630		15,300
Research and development		12,967		11,161
General and administrative⁽²⁾		22,991		10,276
Total stock-based compensation	$	55,903	$	39,719

_______________

⁽²⁾ Stock-based compensation in the three months ended March 31, 2025 includes $14.6 million of expense related to the accelerated vesting of equity awards for our late CEO.

TENABLE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS
	March 31, 2025			December 31, 2024
(in thousands, except per share data)	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	233,441		$	328,647
Short-term investments		226,836			248,547
Accounts receivable (net of allowance for doubtful accounts of $748 and $525 at March 31, 2025 and December 31, 2024, respectively)		167,793			258,734
Deferred commissions		51,247			51,791
Prepaid expenses and other current assets		67,106			53,026
Total current assets		746,423			940,745
Property and equipment, net		41,343			39,265
Deferred commissions (net of current portion)		65,582			67,914
Operating lease right-of-use assets		40,951			45,139
Acquired intangible assets, net		128,597			94,461
Goodwill		656,481			541,292
Other assets		14,200			13,303
Total assets	$	1,693,577		$	1,742,119

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	17,684		$	19,981
Accrued compensation		51,432			55,784
Deferred revenue		633,224			650,372
Operating lease liabilities		6,305			6,801
Other current liabilities		6,346			5,154
Total current liabilities		714,991			738,092
Deferred revenue (net of current portion)		175,151			182,815
Term loan, net of issuance costs (net of current portion)		356,068			356,705
Operating lease liabilities (net of current portion)		54,621			56,224
Other liabilities		9,585			8,329
Total liabilities		1,310,416			1,342,165

Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized; 124,484 and 122,371 shares issued at March 31, 2025 and December 31, 2024, respectively)		1,245			1,224
Additional paid-in capital		1,440,770			1,374,659
Treasury stock (at cost: 4,282 and 2,673 shares at March 31, 2025 and December 31, 2024, respectively)		(174,911	)		(114,911	)
Accumulated other comprehensive income		328			318
Accumulated deficit		(884,271	)		(861,336	)
Total stockholders’ equity		383,161			399,954
Total liabilities and stockholders’ equity	$	1,693,577		$	1,742,119

TENABLE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
	Three Months Ended March 31,
(in thousands)	2025			2024
Cash flows from operating activities:
Net loss	$	(22,935	)	$	(14,386	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		9,854			8,232
Stock-based compensation		55,903			39,719
Net accretion of discounts and amortization of premiums on short-term investments		(1,180	)		(2,284	)
Amortization of debt issuance costs		349			329
Other		979			1,611
Changes in operating assets and liabilities:
Accounts receivable		92,968			63,437
Prepaid expenses and other assets		(9,875	)		5,216
Accounts payable, accrued expenses and accrued compensation		(8,491	)		(22,017	)
Deferred revenue		(32,507	)		(27,789	)
Other current and noncurrent liabilities		2,342			(1,742	)
Net cash provided by operating activities		87,407			50,326

Cash flows from investing activities:
Purchases of property and equipment		(6,553	)		(665	)
Capitalized software development costs		(624	)		(2,532	)
Purchases of short-term investments		(38,445	)		(77,465	)
Sales and maturities of short-term investments		61,345			65,570
Proceeds from other investments		664			3,512
Business combinations, net of cash acquired		(148,510	)		—
Net cash used in investing activities		(132,123	)		(11,580	)

Cash flows from financing activities:
Payments on term loan		(938	)		(938	)
Proceeds from stock issued in connection with the employee stock purchase plan		9,701			9,884
Proceeds from the exercise of stock options		347			1,874
Purchase of treasury stock		(60,000	)		(24,991	)
Net cash used in financing activities		(50,890	)		(14,171	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		400			(1,730	)
Net (decrease) increase in cash and cash equivalents and restricted cash		(95,206	)		22,845
Cash and cash equivalents and restricted cash at beginning of period		328,647			237,132
Cash and cash equivalents and restricted cash at end of period	$	233,441		$	259,977

TENABLE HOLDINGS, INC. REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (unaudited)
Revenue	Three Months Ended March 31,
(in thousands)	2025		2024
Subscription revenue	$	220,443	$	197,635
Perpetual license and maintenance revenue		11,552		12,156
Professional services and other revenue		7,142		6,170
Revenue⁽¹⁾	$	239,137	$	215,961

_______________

⁽¹⁾ Recurring revenue, which includes revenue from subscription arrangements for software (both recognized ratably over the subscription term and upon delivery) and cloud-based solutions and maintenance associated with perpetual licenses, represented 96% of revenue in the three months ended March 31, 2025 and 2024.

Calculated Current Billings	Three Months Ended March 31,
(in thousands)	2025			2024
Revenue	$	239,137		$	215,961
Deferred revenue (current), end of period		633,224			562,575
Deferred revenue (current), beginning of period⁽¹⁾		(657,001	)		(580,779	)
Calculated current billings	$	215,360		$	197,757

^{________________}
⁽¹⁾ Deferred revenue (current), beginning of period for the three months ended March 31, 2025 includes $6.6 million related to acquired deferred revenue.

Remaining Performance Obligations	March 31,
(in thousands)	2025		2024
Remaining performance obligations, short-term	$	647,647	$	572,851
Remaining performance obligations, long-term		234,598		169,560
Remaining performance obligations	$	882,245	$	742,411

Free Cash Flow and Unlevered Free Cash Flow	Three Months Ended March 31,
(in thousands)	2025			2024
Net cash provided by operating activities	$	87,407		$	50,326
Purchases of property and equipment		(6,553	)		(665	)
Capitalized software development costs		(624	)		(2,532	)
Free cash flow		80,230			47,129
Cash paid for interest and other financing costs		6,574			7,611
Unlevered free cash flow	$	86,804		$	54,740

Free cash flow and unlevered free cash flow for the periods presented were impacted by:

	Three Months Ended March 31,
(in thousands)	2025			2024
Employee stock purchase plan activity	$	(5,413	)	$	(6,332	)
Acquisition-related expenses		(3,189	)		(466	)
Restructuring		—			(3,822	)

Non-GAAP Income from Operations and Non-GAAP Operating Margin	Three Months Ended March 31,
(dollars in thousands)	2025			2024
Loss from operations	$	(17,711	)	$	(8,930	)
Stock-based compensation		55,903			39,719
Acquisition-related expenses		4,621			161
Restructuring		—			1,389
Amortization of acquired intangible assets		5,864			4,669
Non-GAAP income from operations	$	48,677		$	37,008
Operating margin	(7		)%	(4		)%
Non-GAAP operating margin		20	%		17	%

Non-GAAP Net Income and Non-GAAP Earnings Per Share	Three Months Ended March 31,
(in thousands, except per share data)	2025			2024
Net loss	$	(22,935	)	$	(14,386	)
Stock-based compensation		55,903			39,719
Tax impact of stock-based compensation⁽¹⁾		855			(1,077	)
Acquisition-related expenses⁽²⁾		4,621			161
Restructuring⁽²⁾		—			1,389
Amortization of acquired intangible assets⁽²⁾		5,864			4,669
Tax impact of acquisitions		(58	)		(35	)
Non-GAAP net income	$	44,250		$	30,440

Net loss per share, diluted	$	(0.19	)	$	(0.12	)
Stock-based compensation		0.46			0.34
Tax impact of stock-based compensation⁽¹⁾		0.01			(0.01	)
Acquisition-related expenses⁽²⁾		0.04			—
Restructuring⁽²⁾		—			0.01
Amortization of acquired intangible assets⁽²⁾		0.05			0.04
Tax impact of acquisitions		—			—
Adjustment to diluted earnings per share⁽³⁾		(0.01	)		(0.01	)
Non-GAAP earnings per share, diluted	$	0.36		$	0.25

Weighted-average shares used to compute GAAP net loss per share, diluted		120,083			117,542

Weighted-average shares used to compute non-GAAP earnings per share, diluted		124,152			123,266

________________

(1) The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.
(2) The tax impact of acquisition-related expenses, restructuring and the amortization of acquired intangible assets are not material.
(3) An adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.

Non-GAAP Gross Profit and Non-GAAP Gross Margin	Three Months Ended March 31,
(dollars in thousands)	2025			2024
Gross profit	$	186,677		$	167,029
Stock-based compensation		3,315			2,982
Amortization of acquired intangible assets		5,864			4,669
Non-GAAP gross profit	$	195,856		$	174,680
Gross margin		78	%		77	%
Non-GAAP gross margin		82	%		81	%

Non-GAAP Sales and Marketing Expense	Three Months Ended March 31,
(dollars in thousands)	2025			2024
Sales and marketing expense	$	103,182		$	99,825
Less: Stock-based compensation		16,630			15,300
Less: Acquisition-related expenses		1,054			—
Non-GAAP sales and marketing expense	$	85,498		$	84,525
Non-GAAP sales and marketing expense % of revenue		36	%		39	%

Non-GAAP Research and Development Expense	Three Months Ended March 31,
(dollars in thousands)	2025			2024
Research and development expense	$	53,223		$	43,727
Less: Stock-based compensation		12,967			11,161
Less: Acquisition-related expenses		1,239			(20	)
Non-GAAP research and development expense	$	39,017		$	32,586
Non-GAAP research and development expense % of revenue		16	%		15	%

Non-GAAP General and Administrative Expense	Three Months Ended March 31,
(dollars in thousands)	2025			2024
General and administrative expense	$	47,983		$	31,018
Less: Stock-based compensation		22,991			10,276
Less: Acquisition-related expenses		2,328			181
Non-GAAP general and administrative expense	$	22,664		$	20,561
Non-GAAP general and administrative expense % of revenue		9	%		10	%

The following adjustments to reconcile forecasted non-GAAP income from operations, non-GAAP net income, non-GAAP earnings per share, free cash flow and unlevered free cash flow are subject to a number of uncertainties and assumptions, each of which are inherently difficult to forecast. As a result, actual adjustments and GAAP results may differ materially.

Forecasted Non-GAAP Income from Operations	Three Months Ending June 30, 2025						Year Ending December 31, 2025
(in millions)	Low			High			Low			High
Forecasted loss from operations	$	(12.0	)	$	(10.0	)	$	(22.0	)	$	(12.0	)
Forecasted stock-based compensation		47.0			47.0			196.0			196.0
Forecasted acquisition-related expenses		1.5			1.5			6.0			6.0
Forecasted amortization of acquired intangible assets		6.5			6.5			25.0			25.0
Forecasted non-GAAP income from operations	$	43.0		$	45.0		$	205.0		$	215.0

Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share	Three Months Ending June 30, 2025						Year Ending December 31, 2025
(in millions, except per share data)	Low			High			Low			High
Forecasted net loss⁽¹⁾	$	(20.0	)	$	(18.0	)	$	(53.0	)	$	(43.0	)
Forecasted stock-based compensation		47.0			47.0			196.0			196.0
Forecasted tax impact of stock-based compensation		1.0			1.0			4.0			4.0
Forecasted acquisition-related expenses		1.5			1.5			6.0			6.0
Forecasted amortization of acquired intangible assets		6.5			6.5			25.0			25.0
Forecasted non-GAAP net income	$	36.0		$	38.0		$	178.0		$	188.0

Forecasted net loss per share, diluted⁽¹⁾	$	(0.16	)	$	(0.15	)	$	(0.44	)	$	(0.36	)
Forecasted stock-based compensation		0.39			0.39			1.62			1.62
Forecasted tax impact of stock-based compensation		0.01			0.01			0.03			0.03
Forecasted acquisition-related expenses		0.01			0.01			0.05			0.05
Forecasted amortization of acquired intangible assets		0.05			0.05			0.21			0.21
Adjustment to diluted earnings per share⁽²⁾		(0.01	)		—			(0.03	)		(0.03	)
Forecasted non-GAAP earnings per share, diluted	$	0.29		$	0.31		$	1.44		$	1.52

Forecasted weighted-average shares used to compute GAAP net loss per share, diluted		121.5			121.5			121.0			121.0
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted		123.0			123.0			123.5			123.5

________________
(1) The forecasted GAAP net loss assumes income tax expense of $4.1 million and $16.8 million in the three months ending June 30, 2025 and year ending December 31, 2025, respectively.
(2) Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.

Forecasted Free Cash Flow and Unlevered Free Cash Flow	Year Ending December 31, 2025
(in millions)	Low			High
Forecasted net cash provided by operating activities	$	256.0		$	266.0
Forecasted purchases of property and equipment		(15.0	)		(15.0	)
Forecasted capitalized software development costs		(3.0	)		(3.0	)
Forecasted free cash flow		238.0			248.0
Forecasted cash paid for interest and other financing costs		27.0			27.0
Forecasted unlevered free cash flow	$	265.0		$	275.0

The MIL Network –

April 30, 2025

MIL-OSI Security: Fourteen Members of a Jefferson County Drug Trafficking Organization Charged with Federal Drug and Gun Crimes

Source: Office of United States Attorneys

BIRMINGHAM, Ala. – An indictment charging 14 defendants in a drug trafficking conspiracy involving fentanyl, methamphetamine, cocaine, marijuana, and heroin was unsealed today. Eight of the defendants were arrested today and five defendants were already in custody on other offenses, announced U.S. Attorney Prim F. Escalona.

A 59-count indictment filed in U.S. District Court charges Eddie Jerry Jones, a.k.a. “Boss,” 47, of Fairfield, Alabama, Marcus Dewayne Johnson, a.k.a. “Moon,” 56, of Hoover, Alabama, Larry Denzel Rollins, Jr., a.k.a. “King” and “Blo,” 25, of Forestdale, Alabama, LaNicholas Demarco Rollins, 30, of Forestdale, Alabama, Zachary Holmes, a.k.a. “Stakks,” 31, of Birmingham, David Will Jones, 47, of Fairfield, Alabama, Juan Miguel Nation, 21, of Birmingham, Juan Pierre Nation, 50, of Birmingham, Cordero Reid, a.k.a. “Kojacc” 36, of Birmingham, Demetrius Emmanuel Preyer, 48, of Pleasant Grove, Alabama, Devante Marquis McKinney, a.k.a. “The Barber,” 37, of Birmingham, Marcus Orlandeo Bogus, a.k.a. “The Mechanic,” 55, of Center Point, Alabama, and Otis Kenneth Myree Hudson, 33, of Birmingham, with conspiracy to distribute methamphetamine, fentanyl, cocaine base or “crack” cocaine, cocaine, heroin, and marijuana between January 2021 and March 2025. The indictment also charges all defendants with at least one count of using a telephone to facilitate a drug-trafficking crime.

McKinney and Rollins, Jr. are also charged with possession of a firearm in furtherance of a drug trafficking crime. The minimum prison sentence for this charge is five years in custody, and the sentence must be served after the completion of any other sentence related to the crime.

Eddie Jones is also charged with being a felon in possession of a firearm. The maximum penalty for this offense is 15 years.

Eddie Jones, Rollins, Jr, and Holmes were in custody on capital murder charges pending in the Circuit Court of Jefferson County, Alabama. David Jones was in federal custody on pending federal supervised release violations. Reid is serving a life sentence in the Alabama Department of Corrections’ Fountain Correctional Facility for Attempted Murder.

The maximum penalty for conspiracy and possession with intent to distribute a controlled substance is life in prison.

Each count of using a telephone to facilitate a drug-trafficking crime carries a maximum penalty of four years in prison.

The indictment also includes special findings of the grand jury regarding the amount of narcotics attributable to various defendants as part of the drug-trafficking conspiracy.

“My office, along with our federal, state, and local partners, are committed to relentlessly investigate and prosecute drug trafficking organizations in our District, particularly those that distribute deadly fentanyl into the community and use firearms to commit their crimes,” U.S. Attorney Escalona said. “This case involved an immense amount of collaboration and dedication from our law enforcement partners and underscores the impact of the OCDETF program’s multi-agency approach.”

“The 59-count indictment underscores the unwavering commitment of the DEA and our law enforcement partners to dismantle drug trafficking networks that threaten our communities,” said DEA Special Agent in Charge Steven Hofer. “While these charges were filed in the Northern District of Alabama, the ripple effects of such widespread drug distribution reach far beyond those borders. We will continue to work tirelessly to hold accountable those who seek profit from the sale of these dangerous substances and bring them to justice.”

“Drug trafficking and the prevalence of gun violence continue to plague the United States at alarming rates,” said ATF Acting Special Agent in Charge Jason Stankiewicz. “The ATF will continue to work with our state, local, and federal law enforcement partners to aggressively investigate and charge those individuals who commit violent acts and distribute large amounts of narcotics throughout the communities that we serve.”

“Criminals trafficking illegal drugs in our communities have a profound negative effect on Americans’ quality of life,” said Special Agent in Charge Demetrius Hardeman, IRS-CI Atlanta Field Office. “The 59-count indictment filed today is an outcome of IRS Criminal Investigation special agents, our law enforcement partners and the U.S. Attorney’s Office working together to break up drug trafficking organizations that pose a threat to the United States.”

“Today’s actions demonstrate the FBI’s persistence in combating violent crime in our communities,” said FBI Birmingham Acting Special Agent in Charge Christopher DiMenna. “We will continue to strengthen and grow our federal, state, and local partnerships to meet our mission and to ensure the safety and security of the American people.”

“Today’s indictments reflect the commitment and collaboration of our law enforcement partners to disrupt and dismantle major drug-trafficking networks that threaten the safety of our communities,” said Birmingham Chief of Police Michael Pickett. “We will continue to pursue those who distribute dangerous narcotics with relentless focus and determination. I commend the dedication of all the investigators, agents, and prosecutors who made this operation a success.”

The DEA, ATF, IRS, FBI, and the Birmingham Police Department Narcotics and Homicide units investigated the case, along with assistance from the United States Marshals Service, United States Secret Service, United States Postal Inspection Service, Alabama Department of Corrections, Hoover Police Department, and Jefferson County Sheriff’s Office. Assistant U.S. Attorneys Allison J. Garnett, Brett A. Janich, and Kristy M. Peoples are prosecuting the case.

This case is part of Operation Take Back America, a nationwide initiative that marshals the full resources of the Department of Justice to repel the invasion of illegal immigration, achieve the total elimination of cartels and transnational criminal organizations (TCOs), and protect our communities from the perpetrators of violent crime. Operation Take Back America streamlines efforts and resources from the Department’s Organized Crime Drug Enforcement Task Forces (OCDETFs) and Project Safe Neighborhood (PSN).

An indictment contains only charges. Defendants are presumed innocent unless and until proven guilty.

MIL Security OSI –

April 30, 2025

MIL-OSI Security: Mercedes man who downloaded child sexual abuse material sentenced to decade in federal prison

Source: Office of United States Attorneys

McALLEN, Texas – A 41-year-old Mercedes resident has been sentenced for downloading child sexual abuse material (CSAM) using a peer-to-peer program, announced U.S. Attorney Nicholas J. Ganjei.

Armando Jose Flores Jr. pleaded guilty July 10, 2024, to receipt of child pornography.

U.S. District Judge Drew B. Tipton has now sentenced Flores to 121 months in federal prison. At the hearing, the court heard additional information including information detailing how Flores downloaded and stored 90 GB of CSAM across five devices. The material included over 4,500 images/videos which contained bondage, bestiality and infants/toddlers. Flores will also serve five years on supervised release following the completion of his prison term. During that time, he will have to comply with numerous requirements designed to restrict his access to children and the internet. Flores will also be ordered to register as a sex offender. Restitution will be determined at a later date.

On Jan. 9, 2024, law enforcement identified a computer making videos of CSAM available for download through a peer-to-peer file-sharing program. Several videos were downloaded and found to depict prepubescent children engaged in sexually explicit conduct. The computer’s IP address was registered to an address belonging to Flores in Mercedes.

In February 2024, authorities executed a federal search warrant at his residence and seized four electronic devices. Each contained CSAM downloaded between approximately May 1, 2022, and Oct. 31, 2022.

Flores admitted to using a peer-to-peer file-sharing program on his computer to download and receive material that contained child pornography at his home. He stated he had been accessing child pornography through peer-to-peer networks for multiple years.

He will remain in custody pending transfer to a Federal Bureau of Prisons facility to be determined in the near future.

FBI conducted the investigation.

Assistant U.S. Attorney Alexa D. Parcell is prosecuting the case, which was brought as part of Project Safe Childhood (PSC), a nationwide initiative the Department of Justice (DOJ) launched in May 2006 to combat the growing epidemic of child sexual exploitation and abuse. U.S. Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section leads PSC, which marshals federal, state and local resources to locate, apprehend and prosecute individuals who sexually exploit children and identifies and rescues victims. For more information about PSC, please visit DOJ’s PSC page. For more information about internet safety education, please visit the resources tab on that page.

MIL Security OSI –

April 30, 2025

MIL-OSI Security: New York Man Sentenced for Role in Drug Trafficking Operation

Source: Office of United States Attorneys

CLARKSBURG, WEST VIRGINIA – Jose Rivera, 37, of Queens, New York, was sentenced to 70 months for his role in a drug trafficking organization in Berkeley County.

According to court documents and statements made in court, Rivera was one of the conspirators of the drug trafficking operation selling large quantities of fentanyl, heroin, and cocaine. Rivera supplied nearly three kilograms of cocaine to another defendant, who then drove it to West Virginia to sell.

Rivera will serve three years of supervised release following his prison sentence.

Assistant U.S. Attorney Lara Omps-Botteicher prosecuted the case on behalf of the government.

The FBI; the U.S. Marshals Service; Homeland Security Investigations; the Bureau of Alcohol, Tobacco, Firearms and Explosives; the Drug Enforcement Administration; the West Virginia Air National Guard; the Eastern Panhandle Drug Task Force, a HIDTA-funded initiative (agencies included are the West Virginia State Police, Berkeley County Sheriff’s Department, Jefferson County Sherriff’s Department, Ranson Police Department, Charles Town Police Department, and Martinsburg City Police Department); West Virginia State Police; U.S. Customs and Border Protection; the Hagerstown Police Department; the National Resources Police Department; FBI-New York Safe Streets Task Force; the New York Police Department; the New Jersey State Police; the Washington County (Maryland) Drug Task Force; the Maryland State Police; the U.S. Attorney’s Office for the District of Maryland; and the U.S. Attorney’s Office for the Middle District of Pennsylvania investigated.

This case is part of Operation Take Back America, a nationwide initiative that marshals the full resources of the Department of Justice to repel the invasion of illegal immigration, achieve the total elimination of cartels and transnational criminal organizations (TCOs), and protect our communities from the perpetrators of violent crime. Operation Take Back America streamlines efforts and resources from the Department’s Organized Crime Drug Enforcement Task Forces (OCDETFs) and Project Safe Neighborhood (PSN).

Chief U.S. District Judge Thomas S. Kleeh presided.

MIL Security OSI –

April 30, 2025

MIL-OSI Security: Claremore Man Sentenced for Involuntary Manslaughter and Assault

Source: Office of United States Attorneys

TULSA, Okla. – A Claremore man was sentenced today for involuntary manslaughter and assault that resulted in serious bodily injury, announced U.S. Attorney Clint Johnson.

U.S. District Judge John D. Russell sentenced Jerry Dean Luton, III, 35, for Involuntary Manslaughter in Indian Country and Assault Resulting in Serious Bodily Injury in Indian Country. Judge Russell ordered Luton to serve 84 months’ imprisonment, followed by three years of supervised release.

Court records show that in August 2023, Timothy Austin was driving with his wife when Luton crossed the center line, hitting the Austins’ vehicle head-on, killing Timothy and injuring his wife of more than 51 years. The investigation revealed that Luton was driving without a license and impaired by alcohol, methamphetamine, and marijuana in his system.

Luton is a citizen of the Cherokee Nation and was permitted to remain on bond and voluntarily surrender to the U.S. Bureau of Prisons.

The FBI and the Oklahoma Highway Patrol investigated the case. Assistant U.S. Attorney Matthew P. Cyran prosecuted the case.

MIL Security OSI –

April 30, 2025

MIL-OSI USA: ICE arrests Guatemalan alien convicted of multiple crimes in Massachusetts

Source: US Immigration and Customs Enforcement

FRAMINGHAM, Mass.—U.S. Immigration and Customs Enforcement in partnership with federal partners from the Federal Bureau of Investigations, U.S. Drug Enforcement Administration, and the Bureau of Alcohol, Tobacco, Firearms, and Explosives apprehended an illegally present Guatemalan national convicted of several felony offenses in Massachusetts. ICE Boston, FBI Boston, DEA New England, and ATF Boston arrested Byron Aroldo Charres-Giron, 41, in Framingham Feb. 3.

“Byron Aroldo Charres-Giron broke the law by illegally entering the United States and has habitually broken the law in Massachusetts since settling in our region,” said ICE Enforcement and Removal Operations Boston acting Field Office Director Patricia H. Hyde. “Every one of his convictions represents another victimized member of our community, and ICE Boston will not tolerate such behavior on our streets. We will continue to prioritize public safety by arresting and removing criminal alien offenders like Charres-Giron.”

Charres-Giron illegally entered the United States on an unknown date, at an unknown location and without being inspected, admitted, or paroled by a U.S. immigration official.

The Framingham District Court convicted Charres-Giron for concealing leased property Sept. 27, 2013. The court ordered him to pay restitution to the victim.

The Framingham District Court convicted Charres-Giron Aug. 25, 2014, for breaking and entering with intent to commit felony and malicious destruction of property.

The Framingham District Court convicted Charres-Giron for indecent exposure Aug 4, 2022. The court sentenced Charres-Giron to one year of probation.

Officers with ICE Boston arrested Charres-Giron in Framingham during joint operation with FBI, ATF and DEA Feb. 3.

Members of the public can report crimes and suspicious activity by dialing 866-DHS-2-ICE (866-347-2423) or completing the online tip form.

Learn more about ICE’s mission to increase public safety in our communities on X: @EROBoston.

MIL OSI USA News –

April 30, 2025

MIL-OSI USA: San Jose Engineer Pleads Guilty to Bombings of PG&E Transformers, Causing Property Damage and Widespread Power Outages

Source: US State of Vermont

Peter Karasev, 38, a U.S. citizen residing in San Jose, pleaded guilty in the Northern District of California today to federal charges related to two separate bombings of PG&E electrical transformers in late 2022 and early 2023.

Karasev was indicted on Oct. 19, 2023, and pleaded guilty today to two counts of willful destruction of an energy facility. According to the plea agreement, Karasev admitted that on Dec. 8, 2022, and Jan. 5, 2023, he willfully damaged energy facilities involved in the production, storage, transmission, and distribution of electricity. In both attacks, Karasev used homemade explosive devices to cause significant destruction and widespread power outages in the San Jose area.

“Attacks on America’s critical infrastructure are attacks targeting the heart of our nation’s security. They will be treated like the grave threat they are to our country,” said Sue J. Bai, head of the Justice Department’s National Security Division. “With today’s guilty plea, the defendant admitted to putting thousands of lives and businesses at risk and endangering essential services for countless more. The Justice Department will not rest until we disrupt and hold accountable those participating in these dangerous attacks.”

“The defendant admitted to using homemade explosives to intentionally damage two electrical transformers and cause significant disruptions to more than 1,500 residences and businesses in San Jose. The search of his home following his arrest uncovered a staggering trove of explosive devices and hazardous chemicals. There can be no mistake as to the extent of destruction that could have resulted,” said Acting U.S. Attorney Patrick D. Robbins for the Northern District of California. “We applaud the swift work of law enforcement officers to investigate these threats to critical infrastructure, bring the defendant to justice, and prevent further harm to the residents of San Jose.”

“With today’s guilty plea, Karasev admits to using explosives to attack two electrical facilities which resulted in power outages to numerous homes and businesses in the San Jose area,” said Assistant Director David J. Scott of the FBI’s Counterterrorism Division. “Americans rely on essential infrastructure as they go about their daily lives. The FBI works with our partners to protect that infrastructure, and we will hold accountable anyone who seeks to damage it.”

The first attack, which occurred near the Westfield Oakridge Mall, resulted in the destruction of a PG&E transformer and left more than 1,450 customers without power for nearly 16 hours. The second attack, carried out near Plaza Del Rey shopping center, caused further destruction, damaging a transformer and adjacent building, and interrupted power to dozens more residents and businesses.

In connection with his plea, Karasev admitted that the attacks were premeditated and deliberate. He conducted extensive internet searches regarding explosive materials, infrastructure attacks, and geopolitical conflicts. Upon his arrest on March 1, 2023, law enforcement agents discovered multiple homemade explosive devices, over 300 pounds of explosive precursor materials, hazardous chemicals, firearms, and remote detonation devices in his home, vehicle, and office.

Under the terms of the plea agreement, Karasev faces a stipulated sentence of between 102 and 126 months (approximately 8.5 to 10.5 years) in federal prison. He also agreed to pay restitution of no less than $104,076.26 for the damages caused. Sentencing is scheduled for Aug. 19.

The FBI and the San Jose Police Department are investigating the case.

Assistant U.S. Attorney Anne C. Hsieh for the Northern District of California and Trial Attorney Jacob Warren of the National Security Division’s Counterterrorism Section are prosecuting the case.

MIL OSI USA News –

April 30, 2025

MIL-OSI Security: San Jose Engineer Pleads Guilty to Bombings of PG&E Transformers, Causing Property Damage and Widespread Power Outages

Source: United States Attorneys General