NewzIntel.com

Category: Intelligence

  • MIL-OSI Security: Five Co-Conspirators Plead Guilty to Smuggling Contraband Into the D.C. Jail

    Source: US FBI

               WASHINGTON – LaTara Brown, 31, of Capitol Heights, Maryland, Kiya Holland, 33, of Oxon Hill, Maryland, Darius Robertson, 31, of Washington, D.C., Marcel Vines, 28, of Washington, D.C., and Stefon Freshley, 28 of Washington, D.C. have all pleaded guilty in a conspiracy to provide a knife, cell phones, and fentanyl and other controlled substances to inmates in the D.C. jail as they awaited trial for murder and assault with intent to kill while armed. The pleas were announced by U.S. Attorney Jeanine Ferris Pirro.

               Brown, Holland, Robertson, Vines and Freshley pleaded guilty in District Court. They were previously indicted on November 14, 2024 for providing or possessing contraband in a prison, as well as conspiring to do so. The sixth co-conspirator, Rashaad Roper, 45, of Gaithersburg, MD is set to go to trial.

               As part of the plea, Brown, Holland, Robertson, Vines and Freshley admitted to their role in the conspiracy which included Holland and Brown admitting to packaging contraband, such as a knife, cell phones, and controlled substances to include fentanyl, into Tupperware containers which would then be brought to the Central Detention Facility, also known as the D.C. Jail. Robertson, Vines, and/or Freshley, who were inmates inside the housing unit, admitted to receiving the contraband from Officer Roper or another corrections officer after they were smuggled into the jail.

                Sentencings are scheduled for August 13, 2025 (Vines), September 5, 2025 (Holland), September 16, 2025 (Robertson), September 25, 2025 (Freshley), and October 21, 2025 (Brown). Each defendant faces a statutory maximum sentence of 5 years in prison for conspiracy to provide or possess contraband in a prison. Judge Timothy J. Kelly will determine the appropriate sentence at each of the respective sentencings. 

               Joining in the announcement was FBI Washington Field Office Criminal Division Special Agent in Charge Reid Davis and Chief Investigator Kevin L. Hammond of the D.C. Department of Corrections Office of Investigative Services.

               This case was investigated by the FBI’s Washington Field Office and the D.C. Department of Corrections Office of Investigative Services with the assistance of the Department of Justice Office of Inspector General. It is being prosecuted by Assistant U.S. Attorneys Joshua Gold and Sarah Santiago.

    MIL Security OSI –

  • MIL-OSI USA: “Free Money” Gang Members Indicted for Committing Murder at Local Shopping Center

    Source: US State of Vermont

    Two alleged members of Free Money, a violent Houston-based street gang, were indicted yesterday in the Southern District of Texas for their alleged roles in the murder of one individual and attempted murder of another during a gang-related ambush.

    According to court documents, Free Money members and associates engage in robbery, home invasions, drug distribution, and murder. The defendants, Terry Ardoin, 24, and Travonte Ardoin, 27, both of Houston, allegedly committed the murder in connection with an ongoing gang war with a rival group.

    On June 24, 2022, in broad daylight, surveillance footage captured the Ardoins following a Chevrolet Equinox into a shopping center parking lot in a Black Nissan Altima. As alleged in court documents, the driver of the Equinox entered a nearby store while the passenger remained in the vehicle. When the driver returned, the Ardoins allegedly exited the Altima wearing masks and opened fire on both individuals.

    Witnesses reported hearing numerous gunshots and described the distinct sound of a fully automatic weapon, believed to have been modified with a machine gun conversion device commonly referred to as a “switch.” 

    Multiple rounds struck the vehicle’s passenger compartment. Houston Police Department officers responded within minutes and found one victim deceased.

    Terry and Travonte Ardoin are charged with murder in aid of racketeering, attempted murder in aid of racketeering, use of a firearm in furtherance of a crime of violence and causing death through the use of a firearm. If convicted, they face a maximum penalty of life in prison or a death sentence. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

    The FBI conducted the investigation with the assistance of the Houston Police Department.

    Trial Attorney Ralph Paradiso of the Criminal Division’s Violent Crime and Racketeering Section (VCRS) and Assistant U.S. Attorney Benjamin Brown for the Southern District of Texas are prosecuting the case.

    This case is part of the Criminal Division’s Violent Crime Initiative to prosecute violent crimes in Houston. The Criminal Division and the U.S. Attorney’s Office for the Southern District of Texas have partnered, along with local, state, and federal law enforcement agencies, to confront violent crimes committed by gang members and associates through the enforcement of federal laws and use of federal resources to prosecute the violent offenders and prevent further violence.

    An indictment is merely an allegation. All defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

    MIL OSI USA News –

  • MIL-OSI Security: Two Men Charged For Nationwide Fraud Scheme Targeting Hundreds Of Elderly Victims

    Source: Office of United States Attorneys

    Jingbin Jiang and Su Jian Liu Are Charged With Participating in a Scheme That Attempted to Steal Over $18 Million From Over 350 Victims

    United States Attorney for the Southern District of New York, Jay Clayton; Assistant Director in Charge of the New York Field Office of the Federal Bureau of Investigation (“FBI”), Christopher G. Raia; and Commissioner of the New York City Police Department (“NYPD”), Jessica S. Tisch,  announced charges against JINGBIN JIANG and SU JIAN LIU, a/k/a “Fatty,” a/k/a “Ah Pang,” for a scheme to defraud elderly victims across the United States, which attempted to steal over $18 million from over 350 victims and resulted in actual losses of over $5 million to over 70 victims.  JIANG was arrested in Staten Island this morning and will be presented today before U.S. Magistrate Judge Stewart D. Aaron.  LIU is still at large.  The case is assigned to U.S. District Judge Mary Kay Vyskocil.

    “As alleged, Jingbin Jiang and Su Jian Liu worked together with others to steal the hard-earned money of some our most vulnerable New Yorkers and others around the country,” said U.S. Attorney Jay Clayton.  “Taking advantage of our elderly after they have worked so hard to save and contributed so much to our city and this country is heartless and despicable.  These charges, and the efforts of the FBI and the NYPD, should serve as a warning to fraudsters and cybercriminals: New Yorkers want you held accountable for your crimes, and the women and men of our Office are committed to doing so.”

    “Jingbin Jiang and Su Jian Liu allegedly defrauded elderly victims of more than $5 million by utilizing extortionate tactics to coerce withdrawals of significant cash or purchases of gold,” said FBI Assistant Director Christopher G. Raia.  “This alleged conspiracy wielded fear of bankruptcy and arrest to ensure victims complied with the unlawful requests for money.  The FBI is committed to apprehending any individual who utilizes online platforms to target and exploit vulnerable victims across the country.”

    “These defendants allegedly led a nationwide fraud scheme with the goal of targeting innocent, elderly victims and stealing millions of their hard-earned savings,” said NYPD Commissioner Jessica S. Tisch.  “Jingbin Jiang and Su Jian Liu allegedly participated in a plot involving elaborate, fictitious narratives to manipulate elderly victims and trick them into participating in their scheme, which involved attempts to steal over $18 million from 350 people.  I am grateful to the members of the NYPD, FBI, and the U.S. Attorney’s Office for holding these alleged predatory fraudsters accountable.”

    According to the allegations in the Indictment unsealed today in Manhattan federal court:[1]

    Between at least in or about 2023 and in or about July 2025, JIANG and LIU participated with others in a fraudulent scheme that primarily targeted elderly victims located all across the United States, including in New York, New Jersey, Pennsylvania, Massachusetts, Texas, Washington, Wisconsin, California, Connecticut, Arizona, North Carolina, South Carolina, Missouri, Mississippi, Kentucky, Utah, Oregon, Colorado, and Montana.

    The scheme proceeded in the following manner: First, victims would typically see a pop-up message on their computers indicating that they needed to call a particular phone number controlled by members of the scheme.  The pop-up message would typically claim to come from a technology company, a bank, or the government.  Second, when victims called the phone number, they were told a fictitious narrative that would ultimately lead to a suggestion that the victims withdraw money from their bank account.  For example, some victims were falsely told that their computers had a virus, or that their computers had been hacked into and used to commit serious crimes, like downloading child sexual abuse material.  Others were falsely told that their bank accounts had been compromised and were vulnerable to unauthorized withdrawals.  To avoid arrest or protect their bank accounts from being compromised, victims were instructed to withdraw large amounts of cash from their bank accounts or purchase large quantities of gold.  Some victims were even told that their money would be safely held in the custody of a consumer protection agency like the Federal Trade Commission, and they were sent notices on fake federal government letterhead purporting to bear the signature of a federal government official:

    Third, many victims were told that a courier would be arriving at their home (or other coordinated pick-up location) to retrieve the gold and/or cash.  Victims were often provided with the courier’s name (which was fictitious), a description of the courier’s clothing, and sometimes a password, purportedly to ensure the courier was authorized to pick up the gold and/or cash.  Other victims were told to purchase and transfer cryptocurrency or gift cards, which did not require a courier.  Victims were typically under the impression that this gold and/or cash would then be deposited, on the victims’ behalf, into a new, safe, uncompromised bank account (or with the Federal Trade Commission, as noted above) that they could access without concern in the future.  In reality, these funds were stolen and never returned to the victims.  Some victims engaged in multiple transactions before realizing the fraudulent nature of the scheme.

    JIANG and LIU participated in the scheme by managing and supervising the couriers that traveled to meet the victims to pick up the cash and gold, which was then transported back to New York City.  JIANG and LIU received information about potential victims from other members of the scheme on text-messaging platforms, in messages that typically included the zip codes and the amounts of cash or gold to be collected from each victim. JIANG and LIU could then decide whether to accept the pick-up, and if they did, the other members of the scheme would provide more specific details about the victim and when and where to pick up the cash or gold.  After arranging for couriers to make the pick-ups, JIANG and LIU would provide updates to other members of the scheme about the couriers’ progress.  After the victims provided the criminal proceeds to the couriers, JIANG and LIU arranged for the criminal proceeds to be distributed to other members of the scheme, including by converting cash and gold into cryptocurrency to be easily transmitted to members of the scheme located overseas, including in India and China.  In total, members of the conspiracy have attempted to steal at least approximately $18 million from over 350 victims, and they have successfully stolen at least approximately $5 million from over 70 victims.

    If you or someone you know has been victimized by this scheme, please file a complaint with the FBI’s Internet Crime Complaint Center, which is available at ic3.gov.

    *                *                *

    JIANG, 37, of Staten Island, New York, and LIU, 38 of Edmond, Oklahoma, are both charged with one count of wire fraud conspiracy, which carries a maximum sentence of 20 years in prison; and one count of conspiracy to commit interstate transportation of stolen property, which carries a maximum sentence of five years in prison.

    The maximum potential sentences in this case are prescribed by Congress and provided here for informational purposes only, as any sentencing of the defendants will be determined by the judge.

    Mr. Clayton praised the investigative work of the FBI and NYPD’s Joint Organized Crime Task Force.  Mr. Clayton also thanked the New York State Police and the Bedford Police Department for their assistance in the investigation of this case.

    This case is being handled by the Office’s Violent & Organized Crime Unit. Assistant U.S. Attorneys Andrew K. Chan and Angela Zhu are in charge of the prosecution. 

    The charges contained in the Indictment are merely accusations, and the defendants are presumed innocent unless and until proven guilty.

    [1] As the introductory phrase signifies, the entirety of the text of the Indictment and the description of the Indictment set forth herein constitute only allegations, and every fact described herein should be treated as an allegation.

    MIL Security OSI –

  • MIL-OSI Security: New Haven Man Sentenced to More than 6 Years in Federal Prison for Fentanyl Trafficking Offense

    Source: Office of United States Attorneys

    David X. Sullivan, United States Attorney for the District of Connecticut, today announced that JESUS SEGUINOT, also known as “Chuchi,” 35, of New Haven, was sentenced yesterday by U.S. District Judge Stefan R. Underhill in Bridgeport to 78 months of imprisonment for his role in a fentanyl trafficking conspiracy.

    According to court documents and statements made in court, on June 25, 2020, Seguinot was sentenced in New Haven federal court to 30 months of imprisonment and three years of supervised release for drug distribution and gun possession offenses.  He was released from federal prison in May 2021.  In October 2021, the FBI’s Safe Streets Task Force learned that Luis Salaman, also known as “Bebe,” was distributing large quantities of narcotics throughout New Haven.  The investigation revealed that Salaman worked with Seguinot and others to distribute fentanyl.  Between November 2021 and March 2022, investigators made multiple controlled purchases of distribution quantities of fentanyl from Salaman, Seguinot, and their associates.  Investigators also learned that Seguinot possessed a firearm during that time.

    Seguinot was arrested on April 10, 2023.

    On December 19, 2024, a jury found Seguinot and Salaman guilty of conspiracy to distribute 40 grams or more of fentanyl, and Salaman guilty of three counts of possession with intent to distribute, and distribution of, 40 grams or more of fentanyl. 

    Seguinot’s criminal history also includes state convictions for drug distribution and weapon possession offenses.

    Seguinot has been detained since January 2, 2025.

    Salaman, who has been detained since his arrest on April 5, 2022, awaits sentencing.

    This investigation has been conducted by FBI’s Safe Streets Task Force, which includes members from the FBI, the Connecticut State Police, the Connecticut Department of Correction, and the New Haven, Milford, East Haven, West Haven, and Wallingford Police Departments.  The case is being prosecuted by Assistant U.S. Attorney David T. Huang.

    MIL Security OSI –

  • MIL-OSI Security: Man Sentenced to Federal Prison for Distribution of Child Pornography

    Source: Office of United States Attorneys

    WACO – A Mississippi man was sentenced in federal court to 240 months in prison for distribution of child pornography, involving the sexual exploitation of a minor.

    According to court documents, Foster Denzel Harris, aided and abetted by another, knowingly distributed and attempted to distribute visual depictions of a minor engaging in sexually explicit conduct in violation of federal statute.

    In 2022, the victim in this case reported to FBI that she had been exploited when she was 16 years old, and living in Killeen, Texas. Between 2016 and 2022, while using KiK social media application on her phone, Harris extorted $21,000 dollars from her, threatening to expose her if she didn’t pay.

    “Today’s sentencing sends a clear message that those who exploit children by distributing child sexual abuse material will be held fully accountable,” said FBI Special Agent in Charge Aron Tapp. “The pain these victims silently endure is immeasurable, and the FBI will relentlessly pursue anyone who preys on them. We applaud the extraordinary courage of the victim in this case, whose fortitude to come forward enabled us to obtain a measure of justice and put a stop to the continues abuse. If you have information about child exploitation, contact your local FBI office or submit a tip at tips.fbi.gov.”

    This 20-year sentence is the maximum sentence allowed under the statute. Harris was also ordered to pay $31,429.00 in restitution to the victim and placed on lifetime supervised release. This case was investigated by the FBI San Antonio Child Exploitation and Human Trafficking Task Force, and Assistant U.S. Attorney Gregg Gloff prosecuted the case.

    This case was brought as part of Project Safe Childhood, a nationwide initiative to combat the growing epidemic of child sexual exploitation and abuse launched in May 2006 by the Department of Justice. Led by U.S. Attorneys’ Offices and CEOS, Project Safe Childhood marshals federal, state and local resources to better locate, apprehend and prosecute individuals who exploit children via the Internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit www.justice.gov/psc.

    MIL Security OSI –

  • MIL-OSI Security: “Free Money” gang members indicted for committing murder at local shopping center

    Source: Office of United States Attorneys

    HOUSTON – Two alleged members of a violent Houston-based street gang have been charged for their alleged roles in the murder of one individual and attempted murder of another during a gang-related ambush.

    According to court documents, members and associates of the gang known as Free Money engage in robbery, home invasions, drug distribution and murder. Terry Ardoin, 24, and Travonte Ardoin, 27, both of Houston, allegedly committed the murder in connection with an ongoing gang war with a rival group.

    On June 24, 2022, in broad daylight, the Ardoins allegedly following a Chevrolet Equinox into a shopping center parking lot in a Black Nissan Altima. As alleged in court documents, the driver of the Equinox entered a nearby store while the passenger remained in the vehicle. When the driver returned, the Ardoins allegedly exited the Altima wearing masks and opened fired on both individuals.

    Multiple rounds struck the vehicle’s passenger compartment. Law enforcement responded within minutes and found one victim deceased.

    Terry and Travonte Ardoin are charged with murder in aid of racketeering, attempted murder in aid of racketeering, use of a firearm in furtherance of a crime of violence and causing death through the use of a firearm. If convicted, they face up to life in prison or the possibility of a death sentence.

    The FBI conducted the investigation with the assistance of Houston Police Department.

    Assistant U.S. Attorney Benjamin Brown is prosecuting the case along with Trial Attorney Ralph Paradiso of the Criminal Division’s Violent Crime and Racketeering Section.

    This case is part of the Criminal Division’s Violent Crime Initiative to prosecute violent crimes in Houston. The Criminal Division and the U.S. Attorney’s Office for the Southern District of Texas have partnered, along with local, state and federal law enforcement agencies, to confront violent crimes gang members and associates have committed through the enforcement of federal laws and use of federal resources to prosecute violent offenders and prevent further violence.

    An indictment is a formal accusation of criminal conduct, not evidence. A defendant is presumed innocent unless convicted through due process of law.

    MIL Security OSI –

  • MIL-OSI: Asure Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Second Quarter 2025 Total Revenues Increased 7% to $30.1 million

    Recurring Revenues Grew 6% from Prior Year

    AUSTIN, Texas, July 31, 2025 (GLOBE NEWSWIRE) — Asure Software, Inc. (“we”, “us”, “our”, “Asure” or the “Company”) (Nasdaq: ASUR), a leading provider of cloud-based Human Capital Management (“HCM”) software solutions, today reported results for the second quarter ended June 30, 2025.

    Second Quarter 2025 Financial Highlights

    • Revenue of $30.1 million, up 7% year over year, excluding ERTC up 10% from the prior year second quarter
    • Recurring revenue of $28.6 million versus $27.1 million during the prior year second quarter
    • Net loss of $6.1 million versus a net loss of $4.4 million during the prior year second quarter
    • EBITDA(1) of $1.4 million versus $1.3 million during the prior year second quarter
    • Adjusted EBITDA(1) of $5.2 million versus $4.1 million during the prior year second quarter
    • Gross profit of $19.9 million versus $18.9 million during the prior year second quarter
    • Non-GAAP gross profit(1) of $21.9 million (Non-GAAP gross margin(1) of 73%) versus $20.4 million (and 73% in prior year second quarter)

    First Half 2025 Financial Highlights

    • Revenue of $65.0 million, up 9% from prior year first half
    • Revenue (excluding ERTC revenue) of $64.8 million, up 11% from prior year first half
    • Recurring revenue of $61.8 million, up 8% from prior year first half
    • Net loss of $8.5 million versus a net loss of $4.7 million in the prior year first half
    • EBITDA(1) of $5.6 million versus $5.7 million in the prior year first half
    • Adjusted EBITDA(1) of $12.6 million versus $10.9 million in the prior year first half
    • Gross profit of $44.5 million versus $41.5 million in the prior year first half
    • Non-GAAP gross profit(1) of $48.1 million (margin of 74%) versus $44.2 million (margin of 74%) in prior year first half

    Recent Business Highlights

    • On July 1, 2025 Asure acquired Lathem Time Corporation, a trusted name in employee time and attendance solutions with more than a century of innovation for a purchase price of $39.5 million. The company has transformed into a modern software provider delivering cloud-based time and attendance solutions through its flagship platform PayClock® Online. Lathem’s customer base and go to market strategy of selling direct and via a strong reseller network are complementary to Asure’s focus on growing businesses.

    (1)This financial measure is not calculated in accordance with GAAP and is defined on page 3 of this press release. A reconciliation of this non-GAAP measure to the most applicable GAAP measure begins on page 11 of this release.

    Management Commentary

    “We are pleased to report another solid performance for the second quarter where our revenues of $30.1 million increased 7% from the prior year second quarter and excluding the impact of ERTC, revenue growth was 10%. Our results were driven by continued strong performances coming from our Payroll Tax Management product line and improving attach rates of our HCM products,” said Asure Chairman and CEO Pat Goepel.

    “We are excited to have completed the acquisition of Lathem Time Corporation on July 1, 2025 which we believe will be a great addition to the Asure product offering. The acquisition is expected to add to the scale of our existing time and attendance business with additional high margin recurring revenue and drive the ability to accelerate further cross-selling opportunities of Asure’s suite of HCM products. Our continued positive momentum, the investments we have made in our technology plus recently acquired products we believe position us well for the continued growth of Asure.”

    Third Quarter 2025 and Full Year 2025 Revenue Guidance Ranges

    The Company provides guidance for the third quarter of 2025 and increases the full year 2025 revenue range based on the Company’s year-to-date results and recent business trends, including the acquisition of Lathem Time Corporation.

    New Guidance for 2025

    Guidance Range   Q3-2025   PRIOR FY-2025 NEW FY-2025
    Revenue $ 35.0 M – 37.0 M $ 134.0-138.0 M $138.0 M -142.0 M
    Adjusted EBITDA(1) $ 7.0M -9.0 M   23%-24% 22% -24%
               

    Management uses GAAP, non-GAAP and adjusted measures when planning, monitoring, and evaluating the Company’s performance. The primary purpose of using non-GAAP and adjusted measures is to provide supplemental information that may prove useful to investors and to enable investors to evaluate the Company’s results in the same way management does.

    Management believes that supplementing GAAP disclosures with non-GAAP and adjusted disclosures provides investors with a more complete view of the Company’s operational performance and allows for meaningful period-to-period comparisons and analysis of trends in the Company’s business. Further, to the extent that other companies use similar methods in calculating adjusted financial measures, the provision of supplemental non-GAAP and adjusted information can allow for a comparison of the Company’s relative performance against other companies that also report non-GAAP and adjusted operating results.

    Management has not provided a reconciliation of guidance of GAAP to non-GAAP or adjusted disclosures because management is unable to predict the nature and materiality of non-recurring expenses without unreasonable effort.

    Management’s projections are based on management’s current beliefs and assumptions about the Company’s business, and the industry and the markets in which it operates; there are known and unknown risks and uncertainties associated with these projections. There can be no assurance that our actual results will not differ from the guidance set forth above. The Company assumes no obligation to update publicly any forward-looking statements, including its 2025 earnings guidance, whether as a result of new information, future events or otherwise. Please refer to the “Use of Forward-Looking Statements” disclosures on page 5 of this press release as well as the risk factors in our quarterly and annual reports on file with the Securities and Exchange Commission for more information about risk that affect our business and industry.

    (1)This financial measure is not calculated in accordance with GAAP and is defined on page 3 of this press release. A reconciliation of this non-GAAP measure to the most applicable GAAP measure begins on page 11 of this release.

    Conference Call Details

    Asure management will host a conference call on Thursday, July 31, 2025, at 3:30 pm Central (4:30 pm Eastern). Asure Chairman and CEO Pat Goepel and CFO John Pence will participate in the conference call followed by a question-and-answer session. The conference call will be broadcast live and available for replay via the investor relations section of the Company’s website. Analysts may participate on the conference call by dialing 877-407-9219 or 201-689-8852.

    About Asure Software, Inc.

    Asure (Nasdaq: ASUR) provides cloud-based Human Capital Management (HCM) software solutions that assist organizations of all sizes in streamlining their HCM processes. Asure’s suite of HCM solutions includes HR, payroll, time and attendance, benefits administration, payroll tax management, and talent management. The company’s approach to HR compliance services incorporates AI technology to enhance scalability and efficiency while prioritizing client interactions. For more information, please visit www.asuresoftware.com. 

    Non-GAAP and Adjusted Financial Measures

    This press release includes information about non-GAAP gross profit, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin. These non-GAAP and adjusted financial measures are measurements of financial performance that are not prepared in accordance with U.S. generally accepted accounting principles and computational methods may differ from those used by other companies. Non-GAAP and adjusted financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Company’s Condensed Consolidated Financial Statements prepared in accordance with GAAP. Non-GAAP and adjusted financial measures are reconciled to GAAP in the tables set forth in this release and are subject to reclassifications to conform to current period presentations.

    Non-GAAP gross profit differs from gross profit in that it excludes amortization, share-based compensation, and one-time items.

    Non-GAAP sales and marketing expense differs from sales and marketing expense in that it excludes share-based compensation and one-time items.

    Non-GAAP general and administrative expense differs from general and administrative expense in that it excludes share-based compensation and one-time items.

    Non-GAAP research and development expense differs from research and development expense in that it excludes share-based compensation and one-time items.

    EBITDA differs from net income (loss) in that it excludes items such as interest, income taxes, depreciation, and amortization. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

    Adjusted EBITDA differs from EBITDA in that it excludes share-based compensation, other income (expense), net and one-time expenses. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

    All adjusted and non-GAAP measures presented as “margin” are computed by dividing the applicable adjusted financial measure by total revenue.

    Specifically, as applicable to the respective financial measure, management is adjusting for the following items when calculating non-GAAP and adjusted financial measures as applicable for the periods presented. No additional adjustments have been made for potential income tax effects of the adjustments based on the Company’s current and anticipated de minimis effective federal tax rate, resulting from the Company’s continued losses for federal tax purposes and its tax net operating loss balances.

    Share-Based Compensation Expenses. The Company’s compensation strategy includes the use of share-based compensation to attract and retain employees and executives. It is principally aimed at aligning their interests with those of our stockholders and at long-term employee retention, rather than to motivate or reward operational performance for any particular period. Thus, share-based compensation expense varies for reasons that are generally unrelated to operational decisions and performance in any particular period.

    Depreciation. The Company excludes depreciation of fixed assets. Also included in the expense is the depreciation of capitalized software costs.

    Amortization of Purchased Intangibles. The Company views 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, customer lists and customer relationships, and acquired lease intangibles, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.

    Interest Expense, Net. The Company excludes accrued interest expense, the amortization of debt discounts and deferred financing costs.

    Income Taxes. The Company excludes income taxes, both at the federal and state levels.

    One-Time Expenses. The Company’s adjusted financial measures exclude the following costs to normalize comparable reporting periods, as these are generally non-recurring expenses that do not reflect the ongoing operational results. These items are typically not budgeted and are infrequent and unusual in nature.

    Settlements, Penalties and Interest. The Company excludes legal settlements, including separation agreements, penalties and interest that are generally one-time in nature and not reflective of the operational results of the business.

    Acquisition and Transaction Related Costs. The Company excludes these expenses as they are transaction costs and expenses that are generally one-time in nature and not reflective of the underlying operational results of our business. Examples of these types of expenses include legal, accounting, regulatory, other consulting services, severance and other employee costs.

    Other non-recurring Expenses. The Company excludes these as they are generally non-recurring items that are not reflective of the underlying operational results of the business and are generally not anticipated to recur. Some examples of these types of expenses, historically, have included write-offs or impairments of assets, demolition of office space and cybersecurity consultants.

    Other (Expense) Income, Net. The Company’s adjusted financial measures exclude Other (Expense) Income, Net because it includes items that are not reflective of the underlying operational results of the business, such as loan forgiveness, adjustments to contingent liabilities and credits earned as part of the CARES Act, passed by Congress in the wake of the coronavirus pandemic.

    Use of Forward-Looking Statements

    This press release contains certain statements made by management that may constitute “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements about our financial results may include expected or projected U.S GAAP and other operating and non-operating results. The words “believe,” “may,” “will,” “estimate,” “projects,” “anticipate,” “intend,” “expect,” “should,” “plan,” and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include statements we make regarding our operating performance, future results of operations and financial position, revenue growth, earnings or other projections. We have based these forward-looking statements largely on our current expectations and projections about future events and 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. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions, over many of which we have no control. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make. The risks and uncertainties referred to above include—but are not limited to—risks associated with breaches of our security measures; risks related to material weaknesses; possible fluctuations in our financial and operating results; privacy concerns and laws and other regulations may limit the effectiveness of our applications; the financial and other impact of any previous and future acquisitions; domestic and international regulatory developments, including changes to or applicability to our business of privacy and data securities laws, money transmitter laws and anti-money laundering laws; regulatory pressures on economic relief enacted as a result of the COVID-19 pandemic that change or cause different interpretations with respect to eligibility for such programs; risk of our software and solutions not functioning adequately; interruptions, delays or changes in our services or our Web hosting; potential debt incurred to meet future capital requirements; volatility and weakness in bank and capital markets; access to additional capital; significant costs as a result of operating as a public company; the expiration of Employee Retention Tax Credits (“ERTC”) and the impact of the Internal Revenue Service recent measures regarding ERTC claims and the corresponding cash collections of existing receivables; the inability to continue to release timely updates for changes in laws; the inability to develop new and improved versions of our services and technological developments; customer’s nonrenewal of their agreements and other similar changes could negatively impact revenue, operating results and financial conditions; the exposure of market, interest, credit and liquidity risk on client funds held in trust; our operations in highly competitive markets; risk that our clients could have insufficient funds that could result in limitations in the ability to transmit ACH transactions; impairment of intangible assets; litigation and any related claims, negotiations and settlements, including with respect to intellectual property matters or industry-specific regulations; various financial aspects of our Software-as-a-Service model; adverse effects to our business a result of claims, lawsuits, and other proceedings; issues in the use of artificial intelligence in our HCM products and services; adverse changes to financial accounting standards to us; inability to maintain third-party licensed software; evolving regulation of the Internet, changes in the infrastructure underlying the Internet or interruptions in Internet; factors affecting our deferred tax assets and ability to value and utilize them; the nature of our business model; inability to adopt new or correctly interpret existing money service and money transmitter business status; our ability to hire, retain and motivate employees and manage our growth; interruptions to supply chains and extended shut down of businesses; potential enactment of adverse tax laws, regulation, political, economic and social factors; potential sales of a substantial number of shares of our common stock along with its volatility; risks associate with potential equity-related transactions including dividends, rights under the stockholder plan to discourage certain actions and other impacts as a result of actions of our stockholders.

    Please review the Company’s risk factors in its annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2025 and its quarterly report on Form 10Q filed with the SEC on May 01, 2025 and July 31, 2025.

    The forward-looking statements, including the financial guidance and 2025 outlook, contained in this press release represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations with regard to these forward looking statements or any change in events, conditions or circumstances on which any such statements are based. © 2025 Asure Software, Inc. All rights reserved

     
    ASURE SOFTWARE, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands, except per share amounts)
           
      June 30, 2025   December 31, 2024
           
    ASSETS      
    Current assets:      
    Cash , cash equivalents, and restricted cash $ 66,000     $ 21,425  
    Accounts receivable, net of allowance for credit losses of $7,279 and $6,328 at June 30, 2025 and December 31, 2024, respectively   13,623       18,154  
    Inventory   142       195  
    Prepaid expenses and other current assets   5,838       4,888  
    Total current assets before funds held for clients   85,603       44,662  
    Funds held for clients   213,972       192,615  
    Total current assets   299,575       237,277  
    Property and equipment, net   23,282       19,669  
    Goodwill   94,724       94,724  
    Intangible assets, net   69,596       69,114  
    Operating lease assets, net   4,748       4,041  
    Other assets, net   13,640       11,813  
    Total assets $ 505,565     $ 436,638  
    LIABILITIES AND STOCKHOLDERS’EQUITY      
    Current liabilities:      
    Current portion of notes payable $ 3,032     $ 7,008  
    Accounts payable   1,595       1,364  
    Accrued compensation and benefits   2,881       4,485  
    Operating lease liabilities, current   1,452       1,438  
    Other accrued liabilities   7,784       6,600  
    Deferred revenue   3,724       8,363  
    Total current liabilities before client fund obligations   20,468       29,258  
    Client fund obligations   214,839       194,378  
    Total current liabilities   235,307       223,636  
    Long-term liabilities:      
    Deferred revenue   2,635       3,430  
    Deferred tax liability   3,746       2,612  
    Notes payable, net of current portion   64,350       5,709  
    Operating lease liabilities, noncurrent   4,200       3,578  
    Other liabilities   1,075       358  
    Total long-term liabilities   76,006       15,687  
    Total liabilities   311,313       239,323  
    Stockholders’ equity:      
    Preferred stock, $0.01 par value; 1,500 shares authorized; none issued or outstanding   —       —  
    Common stock, $0.01 par value; 44,000 shares authorized; 27,365 and 26,671 shares issued, 27,365 and 26,671 shares outstanding at June 30, 2025 and December 31, 2024, respectively   274       267  
    Treasury stock at cost, zero(1)shares at June 30, 2025 and December 31, 2024   —       —  
    Additional paid-in capital   509,630       504,849  
    Accumulated deficit   (315,747 )     (307,226 )
    Accumulated other comprehensive income (loss)   95       (575 )
    Total stockholders’ equity   194,252       197,315  
    Total liabilities and stockholders’ equity $ 505,565     $ 436,638  
    (1) The aggregate Treasury stock of prior repurchases of the Company’s own common stock was retired and subsequently issued effective January 1, 2024. See the Consolidated Statement of Changes in Stockholders’ Equity for the impact of this transaction.
     
     
    ASURE SOFTWARE, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
    (in thousands, except per share amounts)
           
      Three Months Ended
    June 30,    		   Six Months Ended
    June 30,
      2025   2024   2025   2024
                   
    Revenue:              
    Recurring $ 28,596     $ 27,051     $ 61,783     $ 57,324  
    Professional services, hardware and other   1,528       993       3,195       2,372  
    Total revenue   30,124       28,044       64,978       59,696  
    Cost of sales   10,213       9,176       20,459       18,221  
    Gross profit   19,911       18,868       44,519       41,475  
    Operating expenses:              
    Sales and marketing   8,149       6,924       16,535       14,691  
    General and administrative   10,968       10,118       22,868       20,181  
    Research and development   1,273       1,962       3,302       3,731  
    Amortization of intangible assets   4,173       4,046       8,481       7,495  
    Total operating expenses   24,563       23,050       51,186       46,098  
    Loss from operations   (4,652 )     (4,182 )     (6,667 )     (4,623 )
    Interest income   277       261       448       597  
    Interest expense   (809 )     (208 )     (1,260 )     (388 )
    Other income, net   (96 )     —       92       10  
    Loss from operations before income taxes   (5,280 )     (4,129 )     (7,387 )     (4,404 )
    Income tax expense   843       231       1,134       264  
    Net loss   (6,123 )     (4,360 )     (8,521 )     (4,668 )
    Other comprehensive income (loss):              
    Unrealized gain (loss) on marketable securities   228       9       670       (235 )
    Comprehensive loss $ (5,895 )   $ (4,351 )   $ (7,851 )   $ (4,903 )
                   
    Basic and diluted loss per share              
    Basic $ (0.22 )   $ (0.17 )   $ (0.31 )   $ (0.18 )
    Diluted $ (0.22 )   $ (0.17 )   $ (0.31 )   $ (0.18 )
                   
    Weighted average basic and diluted shares              
    Basic   27,237       25,840       27,100       25,587  
    Diluted   27,237       25,840       27,100       25,587  
                                   
     
    ASURE SOFTWARE, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)
       
      Six Months Ended June 30,
      2025   2024
    Cash flows from operating activities:      
    Net loss $ (8,521 )   $ (4,668 )
    Adjustments to reconcile loss to net cash provided by (used in) operations:      
    Depreciation and amortization   12,155       10,359  
    Amortization of operating lease assets   740       677  
    Amortization of debt financing costs and discount   537       302  
    Non-cash interest expense   724       —  
    Net accretion of discounts on available-for-sale securities   (236 )     (170 )
    Provision for expected losses   20       107  
    Provision for deferred income taxes   1,134       255  
    Loss on extinguishment of debt   103       —  
    Net realized gains on sales of available-for-sale securities   (1,310 )     (1,294 )
    Share-based compensation   3,754       3,390  
    Gain on disposals of long-term assets   (7 )     —  
    Changes in operating assets and liabilities:      
    Accounts receivable   4,512       (2,178 )
    Inventory   53       (108 )
    Prepaid expenses and other assets   (1,462 )     (1,636 )
    Operating lease right-of-use assets   21       98  
    Accounts payable   232       (1,330 )
    Accrued expenses and other long-term obligations   (1,039 )     (1,858 )
    Operating lease liabilities   (825 )     (374 )
    Deferred revenue   (5,434 )     (3,291 )
    Net cash provided by (used in) operating activities   5,151       (1,719 )
    Cash flows from investing activities:      
    Acquisition of intangible assets   (6,346 )     (4,097 )
    Purchases of property and equipment   (393 )     (375 )
    Software capitalization costs   (6,470 )     (5,042 )
    Purchases of available-for-sale securities   (12,304 )     (6,462 )
    Proceeds from sales and maturities of available-for-sale securities   7,699       8,617  
    Net cash used in investing activities   (17,814 )     (7,359 )
    Cash flows from financing activities:      
    Proceeds from notes payable, net of issuance costs   57,982       —  
    Payments of notes payable   (5,000 )     —  
    Debt extinguishment costs   (100 )     —  
    Payments made on amounts due for the acquisition of intangibles   (1,280 )     (236 )
    Net proceeds from issuance of common stock   1,034       572  
    Capital raise fees   —       (46 )
    Net change in client fund obligations   20,461       (28,225 )
    Net cash provided by (used in) financing activities   73,097       (27,935 )
    Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents   60,434       (37,013 )
    Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period   145,712       177,622  
    Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period $ 206,146     $ 140,609  
                   
     
    ASURE SOFTWARE, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
    (in thousands)
       
      Six Months Ended June 30,
      2025
    		   2024
           
    Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Condensed Consolidated Balance Sheets
    Cash, cash equivalents, and restricted cash $ 66,000     $ 20,736  
    Restricted cash and restricted cash equivalents included in funds held for clients   140,146       119,873  
    Total cash, cash equivalents, restricted cash, and restricted cash equivalents $ 206,146     $ 140,609  
           
    Supplemental information:      
    Cash paid for interest $ 498     $ —  
           
    Non-cash investing and financing activities:      
    Acquisition of intangible assets $ 1,884     $ 5,450  
    Notes payable issued for acquisitions $ 1,150     $ 1,423  
    Shares issued for acquisitions $ —     $ 4,863  
                   
     
    ASURE SOFTWARE, INC.
    RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES
    (unaudited)
                     
    (in thousands) Q2-25 Q1-25 Q4-24 Q3-24 Q2-24 Q1-24 Q4-23 Q2-23
    Revenue(1) $ 30,124   $ 34,854   $ 30,792   $ 29,304   $ 28,044   $ 31,652   $ 26,264   $ 30,420  
                     
    Gross Profit to non-GAAP Gross Profit                
    Gross Profit $ 19,911   $ 24,608   $ 20,928   $ 19,704   $ 18,868   $ 22,607   $ 17,839   $ 22,018  
    Gross Margin   66.1 %   70.6 %   68.0 %   67.2 %   67.3 %   71.4 %   67.9 %   72.4 %
                     
    Share-based Compensation   46     44     44     44     43     40     32     46  
    Depreciation   1,378     1,369     1,190     1,232     1,145     1,110     921     1,309  
    Amortization – intangibles   370     50     50     50     50     50     50     50  
    One-time expenses                
    Settlements, penalties & interest   46     29     25     2     3     —     (6 )   —  
    Acquisition and transaction costs   —     167     221     367     264     39     —     —  
    Other non-recurring expenses   106     —     84     —     —     —     —     —  
    Non-GAAP Gross Profit $ 21,857   $ 26,267   $ 22,542   $ 21,399   $ 20,373   $ 23,846   $ 18,836   $ 23,423  
    Non-GAAP Gross Margin   72.6 %   75.4 %   73.2 %   73.0 %   72.6 %   75.3 %   71.7 %   77.0 %
                     
    Sales and Marketing Expense to non-GAAP Sales and Marketing Expense
    Sales and Marketing Expense $ 8,149   $ 8,386   $ 6,945   $ 6,680   $ 6,924   $ 7,767   $ 6,422   $ 8,515  
                     
    Share-based Compensation   332     322     251     269     237     243     180     149  
    Depreciation   1     1     —     1     —     1     1     —  
    One-time expenses                
    Settlements, penalties & interest   40     51     78     (5 )   5     18     6     4  
    Acquisition and transaction costs   30     30     9     68     37     11     —     —  
    Other non-recurring expenses   164     —     52     —     —     —     —     180  
    Non-GAAP Sales and Marketing Expense $ 7,582   $ 7,982   $ 6,555   $ 6,347   $ 6,645   $ 7,494   $ 6,235   $ 8,182  
                     
    General and Administrative Expense to non-GAAP General and Administrative Expense
    General and Administrative Expense $ 10,968   $ 11,900   $ 9,940   $ 10,378   $ 10,118   $ 10,063   $ 9,747   $ 10,336  
                     
    Share-based Compensation   1,419     1,407     1,081     1,187     1,122     1,535     980     1,298  
    Depreciation   261     244     269     264     256     251     225     234  
    One-time expenses                
    Settlements, penalties & interest   365     492     142     377     304     98     284     432  
    Acquisition and transaction costs   812     491     282     371     245     57     51     —  
    Other non-recurring expenses   189     136     220     253     —     86     53     453  
    Non-GAAP General and Administrative Expense $ 7,922   $ 9,130   $ 7,946   $ 7,926   $ 8,191   $ 8,036   $ 8,154   $ 7,919  
                     
    Research and Development Expense to non-GAAP Research and Development Expense
    Research and Development Expense $ 1,273   $ 2,029   $ 2,103   $ 1,973   $ 1,962   $ 1,769   $ 1,739   $ 1,325  
                     
    Share-based Compensation   94     90     87     90     86     85     69     89  
    Depreciation   (1 )   1     —   $ —   $ —   $ —   $ —   $ —  
    One-time expenses                
    Settlements, penalties & interest   33     9     21     —     27     31     —     —  
    Acquisition and transaction costs   —     91     153     195     369     147     —     —  
    Other non-recurring expenses   35     —     29     —     —     —     —     —  
    Non-GAAP Research and Development Expense $ 1,112   $ 1,838   $ 1,813   $ 1,688   $ 1,480   $ 1,506   $ 1,670   $ 1,236  
                                                     

    (1)Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

     
    ASURE SOFTWARE, INC.
    RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES (cont.)
    (unaudited)
                     
    (in thousands) Q2-25 Q1-25 Q4-24 Q3-24 Q2-24 Q1-24 Q4-23 Q3-23
    Revenue(1) $ 30,124   $ 34,854   $ 30,792   $ 29,304   $ 28,044   $ 31,652   $ 26,264   $ 29,334  
                     
    GAAP Net Loss to Adjusted EBITDA
    GAAP Net Loss $ (6,123 ) $ (2,398 ) $ (3,204 ) $ (3,901 ) $ (4,360 ) $ (308 ) $ (3,582 ) $ (2,206 )
                     
    Interest expense, net   532     280     211     109     (53 )   (156 )   (24 )   782  
    Income taxes   843     291     499     170     231     33     (158 )   (123 )
    Depreciation   1,640     1,614     1,460     1,497     1,402     1,361     1,148     1,185  
    Amortization – intangibles   4,543     4,358     4,482     4,345     4,096     3,499     3,743     3,384  
    EBITDA $ 1,435   $ 4,145   $ 3,448   $ 2,220   $ 1,316   $ 4,429   $ 1,127   $ 3,022  
    EBITDA Margin   4.8 %   11.9 %   11.2 %   7.6 %   4.7 %   14.0 %   4.3 %   10.3 %
                     
    Share-based Compensation   1,891     1,863     1,463     1,591     1,488     1,902     1,260     1,251  
    One Time Expenses                
    Settlements, penalties & interest   484     581     266     375     339     147     283     140  
    Acquisition and transaction costs   842     779     665     1,001     914     254     51     —  
    Other non-recurring expenses   494     136     385     253     —     86     53     —  
    Other expense (income), net   96     (188 )   2     —     —     (10 )   1     1,800  
    Adjusted EBITDA $ 5,242   $ 7,316   $ 6,229   $ 5,440   $ 4,057   $ 6,808   $ 2,775   $ 6,213  
    Adjusted EBITDA Margin   17.4 %   21.0 %   20.2 %   18.6 %   14.5 %   21.5 %   10.6 %   21.2 %
                                                     

    (1)Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

    Investor Relations Contact
    Patrick McKillop
    Vice President, Investor Relations
    617-335-5058
    patrick.mckillop@asuresoftware.com 

    The MIL Network –

  • MIL-OSI USA: Reed Presses for Release of Epstein Files

    US Senate News:

    Source: United States Senator for Rhode Island Jack Reed

    WASHINGTON, DC – This week, President Trump’s former personal defense attorney and current high-ranking DOJ lawyer Todd Blanche was dispatched to conduct a private jailhouse interview with Jeffrey Epstein’s associate Ghislaine Maxwell, who President Trump knew personally. Ms. Maxwell is serving a 20 year federal sentence for her role in the sex trafficking of young women and girls, and President Trump has refused to rule out a presidential pardon for her. During the 2020 campaign, Trump said that he “wishes her well.”

    In an effort to restore public trust and ensure the American public knows what information is in the Epstein files, U.S. Senator Jack Reed (D-RI) is teaming up with Senator Jeff Merkley (D-OR) and several colleagues on legislation to direct the U.S. Department of Justice (DOJ) to publicly release all files relating to the investigation of dead sex trafficker Jeffrey Epstein and his associates. There would be common-sense protections against disclosure of information that would compromise the privacy and safety of victims and witnesses. However, information could not be withheld to protect someone’s reputation or for political sensitivities—on both sides of the aisle.

    The Epstein Files Transparency Act would provide full transparency for the American people, accountability for individuals involved with Epstein, and justice for all victims harmed. The bill mandates that within 30 days of its enactment, the U.S. Attorney General must release all unclassified records, documents, communications, and investigative materials related to the Jeffrey Epstein case held by the Department of Justice, including files from the FBI and U.S. Attorneys’ Offices.

    “The rich and powerful cannot use their influence, money, and connections to cover up the abuse of our most vulnerable,” said Senator Merkley. “We have a government of ‘We the People,’ not ‘We the Powerful.’ To restore the public’s trust, the American people deserve the truth about Jeffrey Epstein and those connected to him.”

    “Like his promise to lower prices, President Trump wants to renege on his pledge to release the Epstein files. Once again, he’s failed to deliver. The American people deserve answers, the victims deserve justice, and it’s past time for Congressional Republicans to hold the Executive branch accountable,” said Senator Reed. “Instead of lifting a finger to release the Epstein files, President Trump is doing everything he can to prevent them from coming out. The American people deserve truth and accountability. The records should be transparently released and there should be zero tolerance for abuse of power and sex trafficking of innocent underage victims.”

    The Senate bill compliments the bipartisan House bill (H.Res.581) introduced by Congressmen Thomas Massie (R-KY) and Ro Khanna (D-CA).

    Last week, House Speaker Mike Johnson (R-LA) suspended all House business until September rather than endure a vote on the Massie-Khanna resolution calling for transparent disclosure of the Epstein files.

    In addition to Merkley and Reed, the Epstein Files Transparency Act is also co-sponsored by U.S. Senators Ben Ray Luján (D-NM), Dick Durbin (D-IL), Cory Booker (D-NJ), Adam Schiff (D-CA), Martin Heinrich (D-NM), John Hickenlooper (D-CO), Richard Blumenthal (D-CT), Chris Van Hollen (D-MD), Ruben Gallego (D-AZ), Andy Kim (D-NJ), Mark Kelly (D-AZ), Angela Alsobrooks (D-MD), Peter Welch (D-VT), Mark Warner (D-VA), Jeanne Shaheen (D-NH), Chris Coons (D-DE), Ron Wyden (D-OR), Mazie Hirono (D-HI), Bernie Sanders (I-VT), Tammy Duckworth (D-IL), and Michael Bennet (D-CO).

    Sponsors of the bill are working to ensure the Senate considers it in a timely manner and before the Senate Republicans adjourn the chamber for its August district work period.

    MIL OSI USA News –

  • MIL-OSI USA: Newly Declassified Appendix to Durham Report Sheds Additional Light on Clinton Campaign Plan to Falsely Tie Trump to Russia and FBI’s Failure to Investigate

    US Senate News:

    Source: United States Senator for Iowa Chuck Grassley

    WASHINGTON – Senate Judiciary Committee Chairman Chuck Grassley (R-Iowa) today is making public the formerly Classified Appendix (“Durham annex”) to John Durham’s 2023 Special Counsel report. The Unclassified Report and the Classified Appendix form the entirety of Durham’s Special Counsel Report.

    The Durham annex contains previously classified information exposing a reported Clinton campaign plan to falsely tie President Donald Trump to Russia.

    The annex also goes into further detail on matters discussed in the Unclassified Report, specifically:

    • The FBI’s failure – under the leadership of then-Director James Comey – to investigate intelligence that the Clinton campaign may have created the Russia collusion hoax. Meanwhile the Comey-led FBI used the Steele Dossier – a Clinton campaign creation – to obtain FISA warrants on Carter Page.

    Attorney General Pam Bondi, Federal Bureau of Investigation (FBI) Director Kash Patel and Intelligence Community elements declassified the Durham annex at Grassley’s request. In requesting its declassification, which included declassification of information by the Central Intelligence Agency (CIA) and National Security Agency (NSA), Grassley argued that “the overriding public interest demands the release of this information, and doing so would benefit public transparency and accountability.”

    “Based on the Durham annex, the Obama FBI failed to adequately review and investigate intelligence reports showing the Clinton campaign may have been ginning up the fake Trump-Russia narrative for Clinton’s political gain, which was ultimately done through the Steele Dossier and other means. These intelligence reports and related records, whether true or false, were buried for years. History will show that the Obama and Biden administration’s law enforcement and intelligence agencies were weaponized against President Trump. This political weaponization has caused critical damage to our institutions and is one of the biggest political scandals and cover-ups in American history. The new Trump administration has a tremendous responsibility to the American people to fix the damage done and do so with maximum speed and transparency,” Grassley said.

    “For years, I’ve fought to assemble and publicize all the facts surrounding Durham’s investigation, Crossfire Hurricane and related matters. The American people shouldn’t be shortchanged or strung out on matters of significant public interest, and that firm belief fuels my tireless oversight. It’s been a refreshing change to see Attorney General Bondi and Director Patel’s increased efforts to bring transparency to a very dark corner of the people’s government. I hope that attitude continues, and you can be sure my oversight work will continue as well, because there’s much work yet to be done,” Grassley concluded.

    Read the Durham annex HERE.

    Key Findings of the Durham Annex:

    The Clinton Campaign Plan

    In 2016, the Obama administration obtained intelligence information from a source contained in two separate memoranda – one memorandum from January 2016 and another from March 2016. The two memoranda “described ‘confidential conversations’ between then-Democratic National Committee (DNC) Chair Debbie Wasserman Schultz and two individuals at the [Soros] Open Society Foundations (i) [Leonard] Benardo and (ii) Jeffrey Goldstein.” (Pgs. 2-3)

    • This memo stated, in part, that “[the Democratic Party’s] opposition is focused on discrediting Trump…. [a]mong other things, the Clinton staff, with support from special services, is preparing scandalous revelations of business relations between Trump and the ‘Russian Mafia’”. (Pg. 4)

    • According to the Durham annex, based on an analysis and translation of the intelligence, FBI analysts believed that, at the time, the “special services” in the March 2016 memorandum could refer “to the FBI and the CIA or more broadly to the intelligence and law enforcement communities” in the United States, or, analysts speculated, it could refer to “Trump dossier author Christopher Steele.” (Pg. 5)

    • When the Obama administration received this intelligence in March 2016, Fusion GPS was preparing open source opposition research regarding purported ties between Trump and Russians. The research was paid for by Clinton’s campaign and the DNC. (Pg. 5).

    • Notably, on April 15, 2020, Grassley released Department of Justice Office of the Inspector General (DOJ OIG) footnotes showing that Russian intelligence was aware of Steele’s anti-Trump research in early July 2016. Further, the FBI had reports in hand in 2017 that the Dossier may have Russian sources and was potentially Russian disinformation.

    On March 31, 2016, FBI personnel, including then-Deputy Director Andrew McCabe, shared the intelligence regarding the potential Clinton Campaign Plan with high-ranking career officials at DOJ. (Pg. 5)

    FBI Receipt of Additional Intelligence Information on the Clinton Campaign Plan

    The Durham annex describes that, in July 2016, the FBI received additional intelligence regarding a possible Clinton Campaign Plan, including documents with purported emails allegedly sent by Leonard Benardo, Senior Vice President of Soros’ Open Society Foundations. The intelligence included data providing specificity on the plan and the attempt to smear then-candidate Donald Trump by falsely linking him to Russia, while apparently counting on the support of the FBI to open up an investigation. (Pgs. 7-11)

    The intelligence the FBI received also included information and analysis from purported Leonard Benardo emails that stated, in part:

    • “During the first stage of the campaign, due to lack of direct evidence, it was decided to disseminate the necessary information through the FBI-affiliated…technical structures… in particular, the Crowdstrike and ThreatConnect companies, from where the information would then be disseminated through leading U.S. publications.” (Pg. 8)

    • “The point is making the Russian play a U.S. domestic issue… In absence of direct evidence, Crowdstrike and ThreatConnect will supply the media, and GRU [Russia’s Main Intelligence Directive] will hopefully carry on to give more facts.” (Pg. 11)

    Assessment of Authenticity of the “Benardo Emails” Intelligence

    • The Durham annex states, “Analysts and officers whom [Durham’s team] interviewed, and who were well-versed in the Sensitive Intelligence collection, stated that their best assessment was that the Bernardo emails were likely authentic.” (Pg. 11)

    Durham’s team conducted investigative work to inform their assessment. Per the Durham annex:

    • Communications the Durham team reviewed provided additional support that the Clinton campaign was engaged in a plan to tie Trump to Russia and that the campaign wanted or expected the Office of the Vice President, the FBI or other parts of the Intelligence Community, such as the State Department’s Bureau of Intelligence and Research (INR), to aid that effort. (Pgs. 16-17)

    • The Durham annex states, “The Office’s best assessment is that the … emails that purport to be from Benardo were ultimately a composite of several emails that were obtained through Russian intelligence hacking of the U.S.-based Think Tanks, including the Open Society Foundations, the Carnegie Endowment, and others.” (Pg. 17)

    • The Durham annex concludes, “It is a logical deduction [redacted] [Julianne] Smith was, at minimum, playing a role in the Clinton campaign’s efforts to tie Trump to Russia,” and that the communications it reviewed “certainly lends at least some credence that such a plan existed.” (Pg. 17)

    The Obama-Biden Administration’s Response to Intelligence on the Clinton Campaign Plan

    • According to the Durham annex, following the receipt of this intelligence, multiple high-ranking U.S. officials were briefed on the matter, including an August 3, 2016 briefing in the White House by CIA Director John Brennan to President Obama, Vice President Joe Biden, Director of National Intelligence James Clapper, FBI Director Comey, among others. As described in Durham’s Unclassified Report, ultimately, the CIA sent the FBI an investigative referral that included the “purported Clinton campaign plan.” (Pg. 18)

    • In 2017, the “CIA prepared a written assessment of the authenticity and veracity of the above-referenced intelligence. The CIA stated that it did not assess that the above [redacted] memoranda, or [redacted] hacked U.S. communications, to be the product of Russian fabrications.” (Pg. 19)

    • The Durham annex notes that “FBI was fully alerted to the possibility that at least some of the information it was receiving about the Trump campaign might have its origin either with the Clinton campaign or its supporters, or alternatively, was the product of Russian disinformation.”

    • The Durham annex concludes, in part, that “[d]espite this awareness, the FBI appears to have dismissed the [intelligence information] as not credible without any investigative steps actually having been taken to either corroborate or disprove the allegations.” (Pgs. 22-24)

    The Threat of Foreign Election Influence and Assessment in FISA Renewal Applications

    As the Unclassified Durham Report noted, “[b]eginning in late 2014… the FBI learned from a well-placed Confidential Human Source that a foreign government (“Foreign Government-2”) was planning to send an individual (“Non-U.S. Person-I”) to contribute to Clinton’s anticipated presidential campaign, as a way to gain influence with Clinton should she win the presidency.”

    The Durham annex notes that “Non-U.S.Person-I” was “directly tasked by the leader of Foreign Government-2” with facilitating this plan, but had indicated plans to travel to the U.S. in late 2014.

    • However, as known from the Unclassified Durham Report, the FISA “application lingered because ‘everyone was super more careful’ and ‘scared with the big name [Clinton]’ involved.”

    • Ultimately, after four months, the FISA authority was authorized following a commitment that Clinton and others targeted by Foreign Government-2 would receive defensive briefings. (Pgs. 23-24)

    The remainder of the Durham annex reinforces that the FBI provided false and misleading information to the FISA court in pursuit of FISA renewals, and at least one Confidential Human Source lied to his handlers.

    The information in the Durham annex, taken together with previously released details in the Unclassified Report, reinforce the FBI’s disparate treatment of Trump versus Clinton. Despite lacking probable cause and relying on false information, the FBI secured a FISA warrant and multiple renewals to surveil Carter Page and did not provide Trump a defensive briefing equivalent to Clinton’s briefings.

    -30-

    MIL OSI USA News –

  • MIL-OSI USA: ICYMI: Grassley Joins America’s Newsroom to Discuss His Release of the Durham Annex

    US Senate News:

    Source: United States Senator for Iowa Chuck Grassley

    WASHINGTON – Senate Judiciary Committee Chairman Chuck Grassley (R-Iowa) today joined “America’s Newsroom” on Fox News to discuss his successful efforts to secure the declassification and release of the formerly Classified Appendix (“Durham annex”) to John Durham’s 2023 Special Counsel report.

    The Durham annex exposes a reported Hillary Clinton campaign plan to falsely tie President Donald Trump to Russia, as well as the Federal Bureau of Investigation’s (FBI) failure to investigate intelligence suggesting the Clinton campaign fabricated the Russia collusion hoax.

    Video and excerpts of Grassley’s remarks follow:

    [embedded content]

    VIDEO

    On the reported Clinton Campaign Plan to generate the Russia collusion hoax:

    “[The Durham annex] gives us information that the FBI had eight to 10 years ago that they never followed up on. It actually brings attention to the fact that there was either a Clinton conspiracy to make this happen, or Russia disinformation. Either way, it was an attempt to stop Trump, and it proves that the FBI had a hand in it.

    “And now, after these eight years, three years of mine trying to get the document, we know that the Steele dossier [was] paid for by the Democrats and the Clinton campaign. That it was all an effort of total distraction and to make it look like Russia was playing a very major role in helping Trump be elected. Now we know none of that was true, and now with this Durham report annex out, it finally proved that the FBI was covering up.”

    On the classified Durham annex being discovered inside burn bags at the FBI:

    “I think it’s evidence of the great depth that the deep state will go to cover up weaponization that was going on in the FBI and the executive branch of government, generally, under the Obama administration.

    “I want to thank Kash Patel of the FBI and Pam Bondi, our Attorney General, for releasing these documents. Because, after eight years – and it took us three years to get this information – but after eight years, I think we need maximum transparency on all the schemes that were going on 10 years ago to either stop Trump from being elected or, after he’s elected, to ruin his presidency. And that’s what this Durham report is all about.”

    On former Central Intelligence Agency Director John Brennan’s and former Director of National Intelligence Director James Clapper’s attempts to cover up their involvement in the Russia collusion hoax:

    “I think that they have been in the news so often recently, along with [former FBI Director James] Comey, [for being] in the center of this conspiracy. They’re trying to cover their hind end.”

    -30-

    MIL OSI USA News –

  • MIL-OSI: NCS Multistage Holdings, Inc. Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Second Quarter Results

    • Total revenues of $36.5 million, a 23% year-over-year improvement
    • Net income of $0.9 million and diluted earnings per share of $0.34, which includes a positive impact of $1.4 million related to the release of our deferred tax valuation allowance in Canada
    • Adjusted EBITDA of $2.2 million, a $1.3 million year-over-year improvement   
    • $25.4 million in cash and $7.7 million of total debt as of June 30, 2025

    HOUSTON, July 31, 2025 (GLOBE NEWSWIRE) — NCS Multistage Holdings, Inc. (Nasdaq: NCSM) (the “Company,” “NCS,” “we” or “us”), a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies, today announced its results for the quarter ended June 30, 2025.

    Review and Outlook

    NCS’s Chief Executive Officer, Ryan Hummer commented, “Our team at NCS has continued to enable strong operational and financial performance in an industry and market environment marked by uncertainty. Our revenue and Adjusted EBITDA for the second quarter exceeded the high end of the expectations we provided in our last earnings call and our year-over-year revenue improvement for the quarter of 23% outperformed industry activity levels, demonstrating the value we bring to our customers.

    Furthermore, our revenue and Adjusted EBITDA for the first six months of 2025 have improved by $12.9 million, or 18%, and $3.4 million, or 49%, respectively, as compared to 2024, as we continue to benefit from our core strategies of building upon our leading market positions, capitalizing on international and offshore opportunities and commercializing innovative solutions to complex customer challenges.

    We have maintained our strong balance sheet, ending the second quarter with over $25 million in cash and over $17 million in availability under our undrawn credit facility and only $8 million in debt, comprised entirely of capital leases.

    We’re also excited to announce today’s acquisition of Reservoir Metrics, LLC, and its related entities (“ResMetrics”). ResMetrics, a leader in reservoir analysis utilizing chemical tracer technology, is a profitable and rapidly growing business serving a high-quality customer base in the U.S. and internationally. For the trailing twelve months ended June 30, 2025, ResMetrics’ unaudited revenue was over $10 million with an EBITDA margin of over 30%. We believe that ResMetrics’ business is highly complementary with NCS’s tracer diagnostics service line, and we look forward to working with the ResMetrics team to deliver valuable and actionable reservoir insights to our customers. This all-cash transaction represents a strategic fit for NCS operationally, a strategic use of our balance sheet, and adds to our talented team.

    This has been a strong start to 2025 for NCS and we remain cautiously optimistic about the second half of the year. That optimism is tempered by market conditions that have continued to deteriorate, with continued U.S. rig count declines, a slower than normal rig count recovery in Canada following spring break-up, the potential for an oversupplied oil market in late 2025 as announced OPEC+ oil supply increases materialize, and ongoing uncertainties related to tariffs and trade.

    I want to extend my continued appreciation to the outstanding teams at NCS and Repeat Precision and welcome the ResMetrics team to NCS. Our results, and the opportunities ahead, reflect the vision, ability and commitment of our people and our aligned pursuit of NCS’s strategic priorities. We have the right people, the right technology, and the right strategies in place to deliver tangible benefits to our customers, develop industry solutions, and create shareholder value.”

    Financial Review

    Total revenues were $36.5 million for the quarter ended June 30, 2025 compared to $29.7 million for the second quarter of 2024. Revenue growth was driven primarily by increased fracturing systems activity and frac plug sales in Canada and the United States. The increase for Canada occurred despite a decline in Canadian rig counts during 2025, reflecting more activity with customers that remained active during spring break-up. Our international revenues decreased primarily due to reduced tracer diagnostics activity in the Middle East, partially offset by higher sales of well construction products in the Middle East and fracturing systems equipment in the North Sea.

    Compared to the first quarter of 2025, total revenues decreased by 27%, primarily due to a decrease in Canada of 52%, attributable to the normal seasonal decline associated with spring break-up, partially offset by an increase of 67% in international revenues and a 45% increase in U.S. revenues.

    Gross profit was $12.3 million, or a gross margin of 34%, for the second quarter of 2025, compared to $11.3 million, or a gross margin of 38%, for the second quarter of 2024. Gross margin for 2025 declined, reflecting the mix of products sold and services provided during the respective periods. Adjusted gross profit, which we define as total revenues less total cost of sales, exclusive of depreciation and amortization (“DD&A”), was $13.0 million, or an adjusted gross margin of 36%, for the second quarter of 2025, compared to $12.0 million, or 40%, for the second quarter of 2024.

    Selling, general and administrative (“SG&A”) expenses totaled $13.6 million for the second quarter of 2025, a decrease of $1.2 million compared to the same period in 2024, with a decrease in professional fees, lower payroll and employee benefit expenses, and a decrease in research and development expense, partially offset by higher share-based compensation expense attributable to cash settled awards remeasured at the balance sheet date based on the price of our common stock.

    Other income was $1.6 million for the second quarter of 2025 compared to $2.2 million for the second quarter of 2024. The decline in other income reflects a reduction in the amount attributable to the technical services and assistance agreement with our local partner in Oman, as the program ended in November 2024, with no contribution associated with this agreement in the second quarter of 2025. In addition, there was a year-over-year decrease in royalty income earned from licensees for these periods, as the second quarter of 2024 included an initial payment from a new licensee reflecting both current and certain historical volumes.

    Income tax benefit was $1.0 million for the second quarter of 2025 compared to an expense of $0.3 million for the second quarter of 2024. As of June 30, 2025, we reversed a portion of the valuation allowance previously recorded against the deferred tax assets of our Canadian operating subsidiary due to sustained improvements in operating results, including a return to profitability and forecasts of future taxable income that are sufficient to realize the remaining deferred tax assets. The reversal of the valuation allowance resulted in a deferred income tax benefit of $1.4 million during the period ended June 30, 2025. 

    Net income was $0.9 million, or $0.34 per diluted share, for the quarter ended June 30, 2025 compared to a net loss of $(3.1) million, or $(1.21) per share for the quarter ended June 30, 2024. 

    Adjusted EBITDA was $2.2 million for the quarter ended June 30, 2025, an increase of $1.3 million compared to the same period a year ago. This improvement is primarily the result of an increase in revenues and lower SG&A expenses. Adjusted EBITDA margin of 6% for the quarter ended June 30, 2025, compared to 3% for the same period a year ago. 

    Cash flow from operating activities for the six months ended June 30, 2025 was a source of cash of $1.9 million, a $2.2 million decrease compared to the same period in 2024. For the six months ended June 30, 2025, free cash flow less distributions to non-controlling interest was a source of cash of $0.5 million compared to $3.2 million for the same period in 2024. The overall change in free cash flow was largely attributed to our change in net working capital including payment of incentive bonuses and cash-settled awards in the first quarter of 2025 and an increase in the amount distributed to our non-controlling interest in 2025, partially offset by an increase in net income in 2025.

    Liquidity and Capital Expenditures

    As of June 30, 2025, NCS had $25.4 million in cash, $7.7 million in total indebtedness related to finance lease obligations, and a borrowing base under the undrawn asset-based revolving credit facility (“ABL Facility”) of $17.2 million. Our working capital, defined as current assets minus current liabilities, was $87.2 million and $80.2 million as of June 30, 2025 and December 31, 2024, respectively.

    Net working capital, calculated as working capital, less cash and excluding the current maturities of long-term debt, was $64.0 million and $56.4 million as of June 30, 2025 and December 31, 2024, respectively. The increase in net working capital was primarily attributable to an increase in accounts receivable and inventory and a decrease in accrued expenses and other current liabilities due in part to payment of our 2024 incentive bonus and cash-settled awards in the first quarter of 2025, partially offset by an increase in accounts payable. 

    NCS incurred capital expenditures, net of proceeds from the sale of property and equipment, of $0.5 million and $0.4 million for the six months ended June 30, 2025 and 2024, respectively.

    EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are non-GAAP financial measures. For an explanation of these measures and a reconciliation, refer to “Non-GAAP Financial Measures” below.

    Strategic Acquisition of Reservoir Metrics, LLC

    On July 31, 2025, we acquired 100% of the equity interests of ResMetrics, a provider of tracer diagnostics services, for $5.9 million, on a cash-free, debt-free basis, in cash and assumed debt, subject to a working capital adjustment, with an additional earn-out of up to $1.3 million to be paid in early 2026, depending solely on changes in international trade tariff rates for certain chemical imports during 2025. We believe the purchase of ResMetrics will further expand and complement our existing tracer diagnostics offerings.

    Conference Call

    The Company will host a conference call to discuss its second quarter 2025 results and latest earnings guidance on Friday, August 1, 2025 at 7:30 a.m. Central Time (8:30 a.m. Eastern Time). The conference call will be available via a live audio webcast. Participants who wish to ask questions may register for the call here to receive the dial-in numbers and unique PIN. If you wish to join the conference call but do not plan to ask questions, you may join the listen-only webcast here. The live webcast can also be accessed by visiting the Investors section of the Company’s website at ir.ncsmultistage.com. It is recommended that participants join at least 10 minutes prior to the event start.

    The replay will be available in the Investors section of the Company’s website shortly after the conclusion of the call and will remain available for approximately seven days.

    About NCS Multistage Holdings, Inc.

    NCS Multistage Holdings, Inc. is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies. NCS provides products and services primarily to exploration and production companies for use in onshore and offshore wells, predominantly wells that have been drilled with horizontal laterals in both unconventional and conventional oil and natural gas formations. NCS’s products and services are utilized in oil and natural gas basins throughout North America and in selected international markets, including the North Sea, the Middle East, Argentina and China. NCS’s common stock is traded on the Nasdaq Capital Market under the symbol “NCSM.” Additional information is available on the website, www.ncsmultistage.com.

    Forward Looking Statements

    This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: declines in the level of oil and natural gas exploration and production activity in Canada, the United States and internationally; oil and natural gas price fluctuations; significant competition for our products and services that results in pricing pressures, reduced sales, or reduced market share; inability to successfully implement our strategy of increasing sales of products and services into the U.S. and international markets; loss of significant customers; losses and liabilities from uninsured or underinsured business activities and litigation; change in trade policy, including the impact of tariffs; our failure to identify and consummate potential acquisitions; the financial health of our customers including their ability to pay for products or services provided; our inability to integrate or realize the expected benefits from acquisitions; our inability to achieve suitable price increases to offset the impacts of cost inflation; loss of any of our key suppliers or significant disruptions negatively impacting our supply chain; risks in attracting and retaining qualified employees and key personnel; risks resulting from the operations of our joint venture arrangement; currency exchange rate fluctuations; impact of severe weather conditions; our inability to accurately predict customer demand, which may result in us holding excess or obsolete inventory; failure to comply with or changes to federal, state and local and non-U.S. laws and other regulations, including tax policies, anti-corruption and environmental regulations, guidelines and regulations for the use of explosives; impairment in the carrying value of long-lived assets including goodwill; system interruptions or failures, including complications with our enterprise resource planning system, cybersecurity breaches, identity theft or other disruptions that could compromise our information; our inability to successfully develop and implement new technologies, products and services that align with the needs of our customers, including addressing the shift to more non-traditional energy markets as part of the energy transition and the adoption of artificial intelligence and machine learning; our inability to protect and maintain critical intellectual property assets, the inability to protect our current royalty income, or the losses and liabilities from adverse decisions in intellectual property disputes; loss of, or interruption to, our information and computer systems; our failure to establish and maintain effective internal control over financial reporting; restrictions on the availability of our customers to obtain water essential to the drilling and hydraulic fracturing processes; changes in legislation or regulation governing the oil and natural gas industry, including restrictions on emissions of greenhouse gases; our inability to meet regulatory requirements for use of certain chemicals by our tracer diagnostics business; the reduction in our ABL Facility borrowing base or our inability to comply with the covenants in our debt agreements; and our inability to obtain sufficient liquidity on reasonable terms, or at all and other factors discussed or referenced in our filings made from time to time with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

    Contact

    Mike Morrison
    Chief Financial Officer and Treasurer
    (281) 453-2222
    IR@ncsmultistage.com 

    NCS MULTISTAGE HOLDINGS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
    (Unaudited)
     
        Three Months Ended     Six Months Ended  
        June 30,     June 30,  
        2025     2024     2025     2024  
    Revenues                                
    Product sales   $ 27,776     $ 19,022     $ 62,842     $ 50,780  
    Services     8,678       10,668       23,617       22,768  
    Total revenues     36,454       29,690       86,459       73,548  
    Cost of sales                                
    Cost of product sales, exclusive of depreciation and amortization expense shown below     18,214       12,209       38,566       31,901  
    Cost of services, exclusive of depreciation and amortization expense shown below     5,242       5,510       13,040       12,105  
    Total cost of sales, exclusive of depreciation and amortization expense shown below     23,456       17,719       51,606       44,006  
    Selling, general and administrative expenses     13,626       14,820       29,821       28,650  
    Depreciation     1,235       1,134       2,439       2,207  
    Amortization     167       167       334       334  
    (Loss) income from operations     (2,030 )     (4,150 )     2,259       (1,649 )
    Other income (expense)                                
    Interest expense, net     (68 )     (115 )     (110 )     (215 )
    Other income, net     1,563       2,203       2,446       3,340  
    Foreign currency exchange gain (loss), net     1,201       (507 )     1,198       (1,005 )
    Total other income     2,696       1,581       3,534       2,120  
    Income (loss) before income tax     666       (2,569 )     5,793       471  
    Income tax (benefit) expense     (1,032 )     270       (359 )     757  
    Net income (loss)     1,698       (2,839 )     6,152       (286 )
    Net income attributable to non-controlling interest     774       256       1,172       739  
    Net income (loss) attributable to NCS Multistage Holdings, Inc.   $ 924     $ (3,095 )   $ 4,980     $ (1,025 )
    Earnings (loss) per common share                                
    Basic earnings (loss) per common share attributable to NCS Multistage Holdings, Inc.   $ 0.36     $ (1.21 )   $ 1.93     $ (0.41 )
    Diluted earnings (loss) per common share attributable to NCS Multistage Holdings, Inc.   $ 0.34     $ (1.21 )   $ 1.84     $ (0.41 )
    Weighted average common shares outstanding                                
    Basic     2,594       2,548       2,581       2,528  
    Diluted     2,734       2,548       2,704       2,528  
     
    NCS MULTISTAGE HOLDINGS, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands, except share data)
    (Unaudited)
     
        June 30,     December 31,  
        2025     2024  
    Assets                
    Current assets                
    Cash and cash equivalents   $ 25,372     $ 25,880  
    Accounts receivable—trade, net     34,216       31,513  
    Inventories, net     43,510       40,971  
    Prepaid expenses and other current assets     2,707       2,063  
    Other current receivables     5,165       5,143  
    Total current assets     110,970       105,570  
    Noncurrent assets                
    Property and equipment, net     20,470       21,283  
    Goodwill     15,222       15,222  
    Identifiable intangibles, net     3,356       3,690  
    Operating lease assets     5,468       5,911  
    Deposits and other assets     622       712  
    Deferred income taxes, net     1,869       424  
    Total noncurrent assets     47,007       47,242  
    Total assets   $ 157,977     $ 152,812  
    Liabilities and Stockholders’ Equity                
    Current liabilities                
    Accounts payable—trade   $ 9,997     $ 8,970  
    Accrued expenses     6,803       8,351  
    Income taxes payable     790       683  
    Operating lease liabilities     1,685       1,602  
    Current maturities of long-term debt     2,200       2,141  
    Other current liabilities     2,331       3,672  
    Total current liabilities     23,806       25,419  
    Noncurrent liabilities                
    Long-term debt, less current maturities     5,462       6,001  
    Operating lease liabilities, long-term     4,338       4,891  
    Other long-term liabilities     206       206  
    Deferred income taxes, net     186       186  
    Total noncurrent liabilities     10,192       11,284  
    Total liabilities     33,998       36,703  
    Commitments and contingencies                
    Stockholders’ equity                
    Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2025 and December 31, 2024     —       —  
    Common stock, $0.01 par value, 11,250,000 shares authorized, 2,607,362 shares issued and 2,540,849 shares outstanding at June 30, 2025 and 2,563,979 shares issued and 2,507,430 shares outstanding at December 31, 2024     26       26  
    Additional paid-in capital     448,582       447,384  
    Accumulated other comprehensive loss     (85,916 )     (87,604 )
    Retained deficit     (254,044 )     (259,024 )
    Treasury stock, at cost, 66,513 shares at June 30, 2025 and 56,549 shares at December 31, 2024     (2,211 )     (1,943 )
    Total stockholders’ equity     106,437       98,839  
    Non-controlling interest     17,542       17,270  
    Total equity     123,979       116,109  
    Total liabilities and stockholders’ equity   $ 157,977     $ 152,812  
     
    NCS MULTISTAGE HOLDINGS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)
      Six Months Ended  
      June 30,  
      2025   2024  
    Cash flows from operating activities            
    Net income (loss) $ 6,152   $ (286 )
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:            
    Depreciation and amortization   2,773     2,541  
    Amortization of deferred loan costs   104     103  
    Share-based compensation   2,837     2,062  
    Provision for inventory obsolescence   191     679  
    Deferred income tax (benefit) expense   (1,398 )   21  
    Gain on sale of property and equipment   (475 )   (340 )
    Provision for (recovery of) credit losses   19     (5 )
    Net foreign currency unrealized (gain) loss   (1,854 )   956  
    Proceeds from note receivable   —     61  
    Changes in operating assets and liabilities:            
    Accounts receivable—trade   (1,827 )   (1,024 )
    Inventories, net   (1,476 )   (1,501 )
    Prepaid expenses and other assets   972     (619 )
    Accounts payable—trade   1,719     1,353  
    Accrued expenses   (1,680 )   1,761  
    Other liabilities   (4,101 )   (2,092 )
    Income taxes receivable/payable   (80 )   429  
    Net cash provided by operating activities   1,876     4,099  
    Cash flows from investing activities            
    Purchases of property and equipment   (745 )   (633 )
    Purchase and development of software and technology   —     (53 )
    Proceeds from sales of property and equipment   271     293  
    Net cash used in investing activities   (474 )   (393 )
    Cash flows from financing activities            
    Payments on finance leases   (1,072 )   (932 )
    Line of credit borrowings   2,338     2,974  
    Payments of line of credit borrowings   (2,338 )   (2,974 )
    Treasury shares withheld   (268 )   (237 )
    Distribution to noncontrolling interest   (900 )   (500 )
    Net cash used in financing activities   (2,240 )   (1,669 )
    Effect of exchange rate changes on cash and cash equivalents   330     (143 )
    Net change in cash and cash equivalents   (508 )   1,894  
    Cash and cash equivalents beginning of period   25,880     16,720  
    Cash and cash equivalents end of period $ 25,372   $ 18,614  
    Noncash investing and financing activities            
    Assets obtained in exchange for new finance lease liabilities $ 723   $ 1,821  
    Assets obtained in exchange for new operating lease liabilities $ 247   $ —  
                 
    NCS MULTISTAGE HOLDINGS, INC.
    REVENUES BY GEOGRAPHIC AREA
    (In thousands)
    (Unaudited)
     
        Three Months Ended     Six Months Ended  
        June 30,     June 30,  
        2025     2024     2025     2024  
    United States                                
    Product sales   $ 11,930     $ 8,550     $ 18,797     $ 16,317  
    Services     1,682       3,241       4,187       5,485  
    Total United States     13,612       11,791       22,984       21,802  
    Canada                                
    Product sales     13,021       8,263       39,864       30,938  
    Services     4,948       3,795       15,823       12,789  
    Total Canada     17,969       12,058       55,687       43,727  
    Other Countries                                
    Product sales     2,825       2,209       4,181       3,525  
    Services     2,048       3,632       3,607       4,494  
    Total other countries     4,873       5,841       7,788       8,019  
    Total                                
    Product sales     27,776       19,022       62,842       50,780  
    Services     8,678       10,668       23,617       22,768  
    Total revenues   $ 36,454     $ 29,690     $ 86,459     $ 73,548  
     

    NCS MULTISTAGE HOLDINGS, INC.
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands, except per share data)
    (Unaudited)

    Non-GAAP Financial Measures 

    EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital (our “non-GAAP financial measures”) are not defined under generally accepted accounting principles (“GAAP”), are not measures of net income (loss), income (loss) from operations, gross profit and gross margin (inclusive of DD&A), cash provided by (used in) operating activities, working capital or any other performance measure derived in accordance with GAAP, and are subject to important limitations. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with GAAP. Our non-GAAP financial measures have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our financial performance as reported under GAAP, and they should not be considered as alternatives to net income (loss), income (loss) from operations, gross profit, gross margin, cash provided by (used in) operating activities, working capital or any other performance measures derived in accordance with GAAP as measures of operating performance or as alternatives to cash flow from operating activities as measures of our liquidity.

    However, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are key metrics that management uses to assess the period-to-period performance of our core business operations or metrics that enable investors to assess our performance from period to period relative to the performance of other companies that are not subject to such factors, or who may provide similar non-GAAP measures in their public disclosures.

    The tables below set forth reconciliations of our non-GAAP financial measures to the most directly comparable measures of financial performance calculated under GAAP:

    NET WORKING CAPITAL

    Net working capital is defined as total current assets, excluding cash and cash equivalents, minus total current liabilities, excluding current maturities of long-term debt. Net working capital excludes cash and cash equivalents and current maturities of long-term debt in order to evaluate the investments in working capital that we believe are required to support our business. We believe that net working capital is useful in analyzing the cash flow and working capital needs of the Company, including determining the efficiencies of our operations and our ability to readily convert assets into cash.

        June 30,     December 31,  
        2025     2024  
    Working capital   $ 87,164     $ 80,151  
    Cash and cash equivalents     (25,372 )     (25,880 )
    Current maturities of long term debt     2,200       2,141  
    Net working capital   $ 63,992     $ 56,412  
     


    NCS MULTISTAGE HOLDINGS, INC.
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands, except per share data)
    (Unaudited)

    ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN

    Adjusted gross profit is defined as total revenues minus cost of sales, exclusive of depreciation and amortization expense, which we present as a separate line item in our statement of operations. Adjusted gross margin represents adjusted gross profit as a percentage of total revenues.

        Three Months Ended     Six Months Ended  
        June 30,     June 30,  
        2025     2024     2025     2024  
    Total revenues   $ 36,454     $ 29,690     $ 86,459     $ 73,548  
    Total cost of sales, exclusive of depreciation and amortization expense     23,456       17,719       51,606       44,006  
    Total depreciation and amortization associated with cost of sales     729       653       1,444       1,269  
    Gross Profit   $ 12,269     $ 11,318     $ 33,409     $ 28,273  
    Gross Margin     34 %     38 %     39 %     38 %
    Exclude total depreciation and amortization associated with cost of sales     (729 )     (653 )     (1,444 )     (1,269 )
    Adjusted Gross Profit   $ 12,998     $ 11,971     $ 34,853     $ 29,542  
    Adjusted Gross Margin     36 %     40 %     40 %     40 %
     


    NCS MULTISTAGE HOLDINGS, INC.
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands)
    (Unaudited)

    EBITDA, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN, AND ADJUSTED EBITDA LESS SHARE-BASED COMPENSATION

    EBITDA is defined as net income (loss) before interest expense, net, income tax expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items which we believe are not reflective of ongoing operating performance or which, in the case of share-based compensation, is non-cash in nature. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues. Adjusted EBITDA Less Share-Based Compensation is defined as Adjusted EBITDA minus share-based compensation expense. We believe that Adjusted EBITDA is an important measure that excludes costs that do not reflect the Company’s ongoing operating performance, legal proceedings for intellectual property as further described below, and certain costs associated with our capital structure. We believe that Adjusted EBITDA Less Share-Based Compensation presents our financial performance in a manner that is comparable to the presentation provided by many of our peers.

    We periodically incur legal costs associated with the assertion of, or defense of, intellectual property, which we exclude from our definition of Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation, unless we believe that settlement will occur prior to any material legal spend (included in the table below as “Professional Fees”). Although these costs may recur between periods, depending on legal matters then outstanding or in process, we believe the timing of when these costs are incurred does not typically match the settlement or recoveries associated with such matters, and therefore, can distort our operating results. Similarly, we exclude from Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation the one-time settlement or recovery payment associated with these excluded legal matters when realized but would not exclude any go forward royalties or payments, if applicable. We expect to continue to incur these legal costs for current matters under appeal and for any future cases that may go to trial, provided that the amount will vary by period. 

        Three Months Ended     Six Months Ended  
        June 30,     June 30,  
        2025     2024     2025     2024  
    Net income (loss)   $ 1,698     $ (2,839 )   $ 6,152     $ (286 )
    Income tax (benefit) expense     (1,032 )     270       (359 )     757  
    Interest expense, net     68       115       110       215  
    Depreciation     1,235       1,134       2,439       2,207  
    Amortization     167       167       334       334  
    EBITDA     2,136       (1,153 )     8,676       3,227  
    Share-based compensation (a)     646       667       1,198       1,433  
    Professional fees (b)     370       677       1,359       930  
    Foreign currency exchange (gain) loss (c)     (1,201 )     507       (1,198 )     1,005  
    Other (d)     272       218       402       398  
    Adjusted EBITDA   $ 2,223     $ 916     $ 10,437     $ 6,993  
    Adjusted EBITDA Margin     6 %     3 %     12 %     10 %
    Adjusted EBITDA Less Share-Based Compensation   $ 1,577     $ 249     $ 9,239     $ 5,560  

    _______________________

    (a) Represents non-cash compensation charges related to share-based compensation granted to our officers, employees and directors.
    (b) Represents non-capitalizable costs of professional services primarily incurred or reversed in connection with our legal proceedings associated with the assertion of, or defense of, intellectual property as further described above as well as the cost incurred for the evaluation of potential strategic transactions.
    (c) Represents realized and unrealized foreign currency exchange gains and losses primarily due to movement in the foreign currency exchange rates during the applicable periods.
    (d) Represents the impact of a research and development subsidy that is included in income tax expense in accordance with GAAP along with other charges and credits.
       


    NCS MULTISTAGE HOLDINGS, INC.
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands)
    (Unaudited)

    FREE CASH FLOW AND FREE CASH FLOW LESS DISTRIBUTIONS TO NON-CONTROLLING INTEREST

    Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment (inclusive of the purchase and development of software and technology) plus proceeds from sales of property and equipment, as presented in our consolidated statement of cash flows. We define free cash flow less distributions to non-controlling interest as free cash flow less amounts reported in the financing activities section of the statement of cash flows as distributions to non-controlling interest. We believe free cash flow is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures and other investment needs. We believe that free cash flow less distributions to non-controlling interest is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures, other investment needs, and cash distributions to our joint venture partner.

        Six Months Ended  
        June 30,  
        2025     2024  
    Net cash provided by operating activities   $ 1,876     $ 4,099  
    Purchases of property and equipment     (745 )     (633 )
    Purchase and development of software and technology     —       (53 )
    Proceeds from sales of property and equipment     271       293  
    Free cash flow   $ 1,402     $ 3,706  
    Distributions to non-controlling interest     (900 )     (500 )
    Free cash flow less distributions to non-controlling interest   $ 502     $ 3,206  

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of Dynamix Corporation (NASDAQ: DYNX)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Dynamix Corporation (NASDAQ: DYNX) related to its merger with The Ether Reserve LLC. Upon completion of the proposed transaction, each Dynamix shareholder will receive one share of non-voting Class A common stock in the combined company. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of UY Scuti Acquisition Corp. (NASDAQ: UYSC)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating UY Scuti Acquisition Corp. (NASDAQ: UYSC) related to its merger with Isdera Group Limited. Upon completion of the proposed transaction, each outstanding UY ordinary share will be converted automatically into a one Class A Ordinary Share of the combined company. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of Norfolk Southern Corporation (NYSE: NSC)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Norfolk Southern Corporation (NYSE: NSC) related to its sale to Union Pacific Corporation for 1.0 Union common stock and $88.82 in cash for each share of Norfolk. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of Synovus Financial Corp. (NYSE: SNV)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) —

    Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Synovus Financial Corp. (NYSE: SNV) related to its merger with Pinnacle Financial Partner. Upon the terms of the proposed transaction, the shares of Synovus and Pinnacle shareholders will be converted into shares of a new Pinnacle parent company based on a fixed exchange ratio of 0.5237 Synovus shares per Pinnacle share. Upon closing of the proposed transaction, Synovus shareholders will own approximately 48.5% of the combined company. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of Chart Industries, Inc. (NYSE: GTLS)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Chart Industries, Inc. (NYSE: GTLS) related to its sale to Baker Hughes Co. for $210.00 per share in cash. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of DURECT Corporation (NASDAQ: DRRX)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) —

    Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating DURECT Corporation (NASDAQ: DRRX) related to its sale to Bausch Health Companies Inc. for $1.75 per share in cash. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of CyberArk Software Ltd. (NASDAQ: CYBR)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating CyberArk Software Ltd. (NASDAQ: CYBR) related to its sale to Palo Alto Networks for $45.00 in cash and 2.2005 shares of Palo Alto common stock for each CyberArk share. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of Pinnacle Financial Partners (NASDAQ: PNFP)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) —

    Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Pinnacle Financial Partners (NASDAQ: PNFP) related to its merger with Synovus Financial Corp. Upon the terms of the proposed transaction, the shares of Synovus and Pinnacle shareholders will be converted into shares of a new Pinnacle parent company based on a fixed exchange ratio of 0.5237 Synovus shares per Pinnacle share. Upon closing of the proposed transaction, Pinnacle shareholders will own approximately 51.5% of the combined company. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of CoreCard Corporation (NYSE: CCRD)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating CoreCard Corporation (NYSE: CCRD) related to its sale to Euronet Worldwide for an exchange ratio between 0.2783 and 0.3142 of Euronet common stock per share of CoreCard. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network –

  • MIL-OSI: FLINT Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, July 31, 2025 (GLOBE NEWSWIRE) — FLINT Corp. (“FLINT” or the “Company”) (TSX: FLNT) today announced its results for the three and six months ended June 30, 2025. All amounts are in Canadian dollars and expressed in thousands of dollars unless otherwise noted.

    “EBITDAS” and “Adjusted EBITDAS” are not standard measures under IFRS. Please refer to the Advisory regarding Non-GAAP Financial Measures at the end of this press release for a description of these items and limitations of their use.

    “Our continued commitment to quality execution and disciplined business optimization was once again evident this quarter. Despite a year over year decline in revenues, we delivered improved operating results, demonstrating the resilience of our operating model and the strength of our team,” said Barry Card, Chief Executive Officer.

    “Second quarter revenues, gross profit, and Adjusted EBITDAS all increased compared to the first quarter of 2025. Activity levels were slightly lower than the same period last year, with revenues down approximately 10% in that timeframe. At the same time, gross profit in the second quarter of 2025 reached $18.5 million, and Adjusted EBITDAS was $9.6 million, representing increases of 3% and 16%, respectively, over the second quarter of 2024. Given the current economic and geopolitical landscape, we are seeing delays in the timing of work awarded and executed by our customers. As a result, we anticipate activity levels for the remainder of 2025 to remain broadly consistent with the first half of the year,” added Mr. Card.

    SECOND QUARTER HIGHLIGHTS

    • Revenue for the three months ended June 30, 2025 was $148.3 million, representing a decrease of $16.6 million or 10.1% from the same period in 2024 and an increase of $10.4 million or 7.6% from the first quarter of 2025.
    • Gross profit for the three months ended June 30, 2025 was $18.5 million, representing an increase of $0.5 million or 2.9% from the same period in 2024 and an increase of $4.1 million or 28.5% from the first quarter of 2025.
    • Gross profit margin for the three months ended June 30, 2025 was 12.5%, as compared to 10.9% in the same period in 2024 and 10.4% in the first quarter of 2025.
    • Adjusted EBITDAS for the three months ended June 30, 2025 was $9.6 million, representing an increase of $1.3 million or 16.1% from the same period in 2024 and an increase of $4.5 million or 88.3% from the first quarter of 2025.
    • Adjusted EBITDAS margin was 6.5% for the three months ended June 30, 2025, representing an increase of 1.5% from the same period in 2024 and an increase of 2.8% from the first quarter of 2025.
    • Selling, general and administrative (“SG&A”) expenses for the three months ended June 30, 2025 were $9.4 million, representing a decrease of $0.8 million or 7.5% from the same period in 2024 and was consistent with the first quarter of 2025. As a percentage of revenue, SG&A expenses for the three months ended June 30, 2025 was 6.3%, as compared to 6.2% in the same period in 2024 and 6.8% in the first quarter of 2025.
    • Liquidity, including cash and available credit facilities, was $97.4 million at June 30, 2025, as compared to $41.7 million from the same period in 2024, representing an increase of $55.7 million or 133.5%.
    • New contract awards and renewals totaled approximately $56.8 million for the three months ended June 30, 2025 and $8.8 million for the first three weeks of July. Approximately 68% of the work is expected to be completed in 2025.

    SECOND QUARTER FINANCIAL RESULTS

    ($ thousands, except per share amounts) Three months ended June 30, Six months ended June 30,
    2025   2024   % Change   2025   2024   % Change  
                   
    Revenue ($) 148,302   164,922   (10.1 ) 286,183   311,785   (8.2 )
                   
    Gross Profit ($) 18,508   17,978   2.9   32,909   30,988   6.2  
    Gross Profit Margin (%) 12.5   10.9   1.6   11.5   9.9   1.6  
                   
    Adjusted EBITDAS (1) 9,639   8,305   16.1   14,757   11,493   28.4  
    Adjusted EBITDAS Margin (%) 6.5   5.0   1.5   5.2   3.7   1.5  
                   
    SG&A ($) 9,416   10,181   (7.5 ) 18,777   20,237   (7.2 )
    SG&A Margin (%) 6.3   6.2   0.1   6.6   6.5   0.1  
                   
    Net income (loss) from continuing operations ($) 1,106   (588 ) 288.1   (2,226 ) (5,374 ) 58.6  
    Net income (loss) ($) 1,100   (606 ) 281.5   (2,241 ) (5,618 ) 60.1  
                   
    Basic and Diluted:              
    Net income (loss) per share from continuing operations ($) 0.01   0.00   —   (0.02 ) (0.05 ) 59.5  
    Net income (loss) per share ($) 0.01   0.00   —   (0.02 ) (0.05 ) 59.5  
    (1) EBITDAS and Adjusted EBITDAS are not standardmeasures under IFRS and they are defined in the section “Advisory regarding Non-GAAP Financial Measures”
     

    Revenue for the three and six months ended June 30, 2025 was $148,302 and $286,183 compared to $164,922 and $311,785 for the same periods in 2024, representing a decrease of 10.1% and 8.2%. The decrease in revenue was primarily due to the timing of construction and maintenance work as compared to the same periods in 2024.

    Gross profit for the three and six months ended June 30, 2025 was $18,508 and $32,909 compared to $17,978 and $30,988 for the same periods in 2024, representing an increase of 2.9% and 6.2%. Gross profit margin for three and six months ended June 30, 2025 was 12.5% and 11.5%, compared to 10.9% and 9.9% for the same periods in 2024. The increase in gross profit, both on an absolute basis and as a percentage of revenue, was primarily due to the mix of work compared to the same periods in 2024.

    SG&A expenses for the three and six months ended June 30, 2025 were $9,416 and $18,777, in comparison to $10,181 and $20,237 for the same periods in 2024, representing a decrease of 7.5% and 7.2%. As a percentage of revenue, SG&A expenses for the three and six months ended June 30, 2025 were 6.3% and 6.6% compared to 6.2% and 6.5% for the same periods in 2024. The decrease in SG&A expenses is primarily driven by reduced personnel expenses.

    For the three and six months ended June 30, 2025, Adjusted EBITDAS was $9,639 and $14,757 compared to $8,305 and $11,493 for the same periods in 2024. As a percentage of revenue, Adjusted EBITDAS was 6.5% and 5.2% for the three and six months ended June 30, 2025 compared to 5.0% and 3.7% for the same periods in 2024.

    Income from continuing operations for the three and six months ended June 30, 2025 was income of $1,106 and a loss of $2,226 compared to a loss of $588 and a loss of $5,374 for the same periods in 2024. The variance was driven primarily by the increase in gross profit and lower SG&A expenses.

    LIQUIDITY AND CAPITAL RESOURCES

    FLINT has an asset-based revolving credit facility (the “ABL Facility”) providing for maximum borrowings of up to $50.0 million with a Canadian chartered bank. The amount available under the ABL Facility will vary from time to time based on the borrowing base determined with reference to the accounts receivable of FLINT and certain of its subsidiaries. The maturity date of the ABL Facility is April 14, 2027.

    The Company anticipates that its liquidity (cash on hand and available credit facilities) and cash flows from operations will be sufficient to meet its short-term contractual obligations. To maintain compliance with its financial covenants through June 30, 2026, the Company can request approval from the holder of the Senior Secured Debentures to pay interest on the Senior Secured Debentures in kind.

    As at June 30, 2025, the issued and outstanding share capital included 110,001,239 Common Shares, 127,732 Series 1 Preferred Shares, and 40,100 Series 2 Preferred Shares.

    The Series 1 Preferred Shares (having an aggregate value of $127.732 million) are convertible at the option of the holder into Common Shares at a price of $0.35/share and the Series 2 Preferred Shares (having an aggregate value of $40.100 million) are convertible into Common Shares at a price of $0.10/share.

    The Series 1 and Series 2 Preferred Shares have a 10% fixed cumulative preferential cash dividend payable when the Company has sufficient monies to be able to do so, including under the provisions of applicable law and contracts affecting the Company. The Board of Directors of the Company does not intend to declare or pay any cash dividends until the Company’s balance sheet and liquidity position supports the payment. As at June 30, 2025, the accrued and unpaid dividends on the Series 1 and Series 2 shares totaled $118.6 million. Any accrued and unpaid dividends are convertible in certain circumstances at the option of the holder into additional Series 1 and Series 2 Preferred Shares.

    CORPORATE UPDATES

    The annual meeting of holders of common shares of the Corporation was held on June 24, 2025. At the meeting, shareholders approved the election of Sean McMaster, Barry Card, H. Fraser Clarke, Katrisha Gibson, Karl Johannson and Dean MacDonald as directors and the appointment of Ernst & Young LLP as auditors.

    ADDITIONAL INFORMATION

    Our unaudited condensed interim financial statements for the three and six months ended June 30, 2025 and the related Management’s Discussion and Analysis of the operating and financial results can be accessed on our website at www.flintcorp.com and will be available shortly through SEDAR+ at www.sedarplus.ca.

    About FLINT Corp.

    With a legacy of excellence and experience stretching back more than 100 years, FLINT provides solutions for the Energy and Industrial markets including: Oil & Gas (upstream, midstream and downstream), Petrochemical, Mining, Power, Agriculture, Forestry, Infrastructure and Water Treatment. With offices strategically located across Canada and a dedicated workforce, we provide maintenance, construction, wear technology and environmental services that help our customers bring their resources to our world. For more information about FLINT, please visit www.flintcorp.com or contact:

    Barry Card   Jennifer Stubbs
    Chief Executive Officer   Chief Financial Officer
    FLINT Corp.   FLINT Corp.
    (587) 318-0997    
    investorrelations@flintcorp.com    
         

    Advisory regarding Forward-Looking Information

    Certain information included in this press release may constitute “forward-looking information” within the meaning of Canadian securities laws. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other similar expressions concerning matters that are not historical facts. Specifically, this press release contains forward-looking information relating to: our business plans, strategies and objectives; the sufficiency of our liquidity and cash flow from operations to meet our short-term contractual obligations and maintain compliance with our financial covenants through to June 30, 2026; the payment of interest owing on the Senior Secured Debentures in kind; the Company’s approach to dividends; and that we anticipate activity levels for the remainder of 2025 to remain broadly consistent with the first half of 2025.

    Forward-looking information involves significant risks and uncertainties. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking information including, but not limited to, compliance with debt covenants, access to credit facilities and other sources of capital for working capital requirements and capital expenditure needs, availability of labour, dependence on key personnel, economic conditions, commodity prices, interest rates, regulatory change, weather and risks related to the integration of acquired businesses. These factors should not be considered exhaustive. Risks and uncertainties about FLINT’s business are more fully discussed in FLINT’s disclosure materials, including its annual information form and management’s discussion and analysis of the operating and financial results, filed with the securities regulatory authorities in Canada and available on SEDAR+ at www.sedarplus.ca. In formulating the forward-looking information, management has assumed that business and economic conditions affecting FLINT will continue substantially in the ordinary course, including, without limitation, with respect to general levels of economic activity, regulations, taxes and interest rates. Although the forward-looking information is based on what management of FLINT consider to be reasonable assumptions based on information currently available to it, there can be no assurance that actual events or results will be consistent with this forward-looking information, and management’s assumptions may prove to be incorrect.

    This forward-looking information is made as of the date of this press release, and FLINT does not assume any obligation to update or revise it to reflect new events or circumstances except as required by law. Undue reliance should not be placed on forward-looking information. Forward-looking information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

    Advisory regarding Non-GAAP Financial Measures

    The terms ‘‘EBITDAS’’ and “Adjusted EBITDAS” (collectively, the ‘‘Non-GAAP Financial Measures’’) are financial measures used in this press release that are not standard measures under IFRS. FLINT’s method of calculating the Non-GAAP Financial Measures may differ from the methods used by other issuers. Therefore, the Non-GAAP Financial Measures, as presented, may not be comparable to similar measures presented by other issuers.

    EBITDAS refers to income (loss) from continuing operations in accordance with IFRS, before depreciation and amortization, interest expense, income tax expense (recovery) and long-term incentive plan expense. EBITDAS is used by management and the directors of FLINT as well as many investors to determine the ability of an issuer to generate cash from operations. Management believes that in addition to income (loss) from continuing operations and cash provided by operating activities, EBITDAS is a useful supplemental measure from which to determine FLINT’s ability to generate cash available for debt service, working capital, capital expenditures and income taxes. FLINT has provided a reconciliation of income (loss) from continuing operations to EBITDAS below.

    Adjusted EBITDAS refers to EBITDAS excluding restructuring expense, gain on sale of property, plant and equipment, other income and one-time incurred expenses. FLINT has used Adjusted EBITDAS as the basis for the analysis of its past operating financial performance. Adjusted EBITDAS is a measure that management believes (i) is a useful supplemental measure from which to determine FLINT’s ability to generate cash available for debt service, working capital, capital expenditures, and income taxes, and (ii) facilitates the comparability of the results of historical periods and the analysis of its operating financial performance which may be useful to investors. FLINT has provided a reconciliation of income (loss) from continuing operations to Adjusted EBITDAS below.

    Investors are cautioned that the Non-GAAP Financial Measures are not alternatives to measures under IFRS and should not, on their own, be construed as an indicator of performance or cash flows, a measure of liquidity or as a measure of actual return on the shares. These Non-GAAP Financial Measures should only be used with reference to FLINT’s consolidated interim and annual financial statements, which are available on SEDAR+ at www.sedarplus.ca or on FLINT’s website at www.flintcorp.com.

    (In thousands of Canadian dollars) Three months ended June 30,
    		   Six months ended June 30,
    		  
    2025   2024   2025   2024  
             
    Income (loss) from continuing operations 1,106   (588 ) (2,226 ) (5,374 )
    Add:        
    Amortization of intangible assets 64   67   129   135  
    Depreciation expense 2,635   2,715   5,400   5,332  
    Long-term incentive plan expense 900   775   1,900   1,375  
    Interest expense 4,715   4,733   9,244   9,315  
    EBITDAS 9,420   7,702   14,447   10,783  
    Add (deduct):        
    Gain on sale of property, plant and equipment (398 ) (274 ) (712 ) (443 )
    Restructuring expenses 314   581   868   976  
    Other income (171 ) (106 ) (327 ) (421 )
    One-time incurred expenses 474   402   481   598  
    Adjusted EBITDAS 9,639   8,305   14,757   11,493  
                     

    The MIL Network –

  • MIL-OSI: Fairfax India Holdings Corporation: Second Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

    (Note:   All dollar amounts in this press release are expressed in U.S. dollars except as otherwise noted. The financial results are derived from unaudited financial statements prepared using the recognition and measurement requirements of International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS®Accounting Standards”), except as otherwise noted. This press release contains certain non-GAAP and other financial measures, including book value per share and cash and marketable securities, that do not have a prescribed meaning under IFRS Accounting Standards and may not be comparable to similar financial measures presented by other issuers. See “Glossary of non-GAAP and other financial measures” at the end of this press release for further details.)
         

    TORONTO, July 31, 2025 (GLOBE NEWSWIRE) — Fairfax India Holdings Corporation (TSX: FIH.U) announces net earnings of $278.1 million ($2.06 net earnings per diluted share) in the second quarter of 2025, compared to net earnings of $254.1 million in the second quarter of 2024 ($1.88 net earnings per diluted share). The company’s book value per share increased 10.4% to $21.43 at June 30, 2025 from $19.41 at March 31, 2025 ($20.96 at December 31, 2024), primarily due to unrealized gains recorded on the company’s publicly listed investments.

    Highlights for the second quarter of 2025 included the following:

    • Net change in unrealized gains on investments of $330.9 million principally arose from increases in the fair values of the company’s publicly listed investments of $329.1 million, including IIFL Capital ($129.2 million), IIFL Finance ($110.2 million), CSB Bank ($73.3 million), Fairchem Organics ($11.4 million) and 5paisa ($5.0 million), and private company investments of $0.8 million including BIAL ($6.3 million) and Seven Islands ($3.5 million), partially offset by unrealized losses on the company’s investment in Sanmar ($12.3 million).
    • The company continued to buy back shares under its normal course issuer bid and during the second quarter of 2025 purchased for cancellation 28,758 subordinate voting shares at a net cost of $0.4 million ($15.19 per subordinate voting share).

    Fairfax India is in strong financial health, with cash and marketable securities at June 30, 2025 of $107.0 million and $79.2 million available under its revolving credit facility.

    There were 134.8 million and 135.2 million weighted average common shares outstanding during the second quarters of 2025 and 2024, respectively. At June 30, 2025 there were 104,810,704 subordinate voting shares and 30,000,000 multiple voting shares outstanding.

    Unaudited balance sheets, earnings (loss) and comprehensive income (loss) information follow and form part of this press release. Fairfax India’s detailed second quarter report can be accessed at its website www.fairfaxindia.ca.

    Fairfax India Holdings Corporation is an investment holding company whose objective is to achieve long term capital appreciation, while preserving capital, by investing in public and private equity securities and debt instruments in India and Indian businesses or other businesses with customers, suppliers or business primarily conducted in, or dependent on, India.

    For further information, contact: John Varnell, Vice President, Corporate Affairs
    (416) 367-4755
       

    CONSOLIDATED BALANCE SHEETS
    as at June 30, 2025 and December 31, 2024
    (unaudited – US$ thousands except per share amounts)

        June 30, 2025
    		     December 31, 2024
    		  
    Assets        
    Cash and cash equivalents     20,216       59,322  
    Bonds     110,134       180,507  
    Common stocks     3,738,804       3,381,206  
    Total cash and investments     3,869,154       3,621,035  
             
    Interest and dividends receivable     3,173       8,849  
    Income taxes refundable     174       174  
    Other assets     582       722  
    Total assets     3,873,083       3,630,780  
             
    Liabilities        
    Accounts payable and accrued liabilities     1,019       1,300  
    Accrued interest expense     9,004       8,611  
    Income taxes payable     844       5,379  
    Payable to related parties     10,572       10,099  
    Payable for securities purchased     170,850       —  
    Deferred income taxes     163,039       149,780  
    Borrowings     498,610       498,349  
    Total liabilities     853,938       673,518  
             
    Equity        
    Common shareholders’ equity     2,888,397       2,826,495  
    Non-controlling interests     130,748       130,767  
    Total equity     3,019,145       2,957,262  
          3,873,083       3,630,780  
             
             
    Book value per share   $ 21.43     $ 20.96  

    CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
    for the three and six months ended June 30, 2025 and 2024
    (unaudited – US$ thousands except per share amounts)

      Second quarter   First six months
        2025       2024       2025       2024  
    Income              
    Interest   1,814       4,730       5,010       9,768  
    Dividends   274       489       3,272       7,538  
    Net realized gains on investments   83       101,400       699       218,324  
    Net change in unrealized gains (losses) on investments   330,883       183,812       108,021       (227,115 )
    Net foreign exchange gains (losses)   (2,129 )     364       1,116       (12 )
        330,925       290,795       118,118       8,503  
    Expenses              
    Investment and advisory fees   10,643       10,122       20,042       19,606  
    General and administration expenses   1,363       2,108       3,011       4,644  
    Interest expense   7,232       6,381       13,987       12,761  
        19,238       18,611       37,040       37,011  
                   
    Earnings (loss) before income taxes   311,687       272,184       81,078       (28,508 )
    Provision for income taxes   33,128       18,037       13,986       10,554  
    Net earnings (loss)   278,559       254,147       67,092       (39,062 )
                   
    Attributable to:              
    Shareholders of Fairfax India   278,113       254,142       66,889       (39,362 )
    Non-controlling interests   446       5       203       300  
        278,559       254,147       67,092       (39,062 )
                   
    Net earnings (loss) per basic and diluted share $ 2.06     $ 1.88     $ 0.50     $ (0.29 )
    Shares outstanding (weighted average)   134,813,388       135,152,447       134,826,353       135,259,190  

    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
    for the three and six months ended June 30, 2025 and 2024
    (unaudited – US$ thousands)

      Second quarter   First six months
      2025     2024     2025     2024  
                   
    Net earnings (loss) 278,559     254,147     67,092     (39,062 )
    Other comprehensive loss, net of income taxes              
    Item that may be subsequently reclassified to net earnings (loss)              
    Unrealized foreign currency translation losses, net of income taxes of nil
    (2024 – nil)    		 (6,843 )   (633 )   (4,797 )   (6,341 )
    Comprehensive income (loss) 271,716     253,514     62,295     (45,403 )
                   
    Attributable to:              
    Shareholders of Fairfax India 271,705     253,486     62,314     (45,440 )
    Non-controlling interests 11     28     (19 )   37  
      271,716     253,514     62,295     (45,403 )

    This press release may contain forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements may relate to the company’s or an Indian Investment’s future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividends, plans and objectives of the company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities of the company, an Indian Investment, or the Indian market are forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. 

    Forward-looking statements are based on our opinions and estimates as of the date of this press release, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the following factors: oil price risk; geographic concentration of investments; potential lack of diversification; foreign currency fluctuation; volatility of the Indian securities markets; investments may be made in foreign private businesses where information is unreliable or unavailable; valuation methodologies involve subjective judgments; financial market fluctuations; pace of completing investments; minority investments; reliance on key personnel and risks associated with the Investment Advisory Agreement; disruption of the company’s information technology systems could significantly affect the company’s business; lawsuits; use of leverage; significant ownership by Fairfax may adversely affect the market price of the subordinate voting shares; trading price of subordinate voting shares relative to book value per share risk; weather risk; taxation risks; emerging markets; legal, tax and regulatory risks; MLI; economic risk; reliance on trading partners; and economic disruptions from conflicts in Ukraine and the Middle East and the development of other geopolitical events and economic disruptions worldwide. Additional risks and uncertainties are described in the company’s annual information form dated March 7, 2025 which is available on SEDAR+ at www.sedarplus.ca and on the company’s website at www.fairfaxindia.ca. These factors and assumptions are not intended to represent a complete list of the factors and assumptions that could affect the company. These factors and assumptions, however, should be considered carefully.

    Although the company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The company does not undertake to update any forward-looking statements contained herein, except as required by applicable securities laws.

    GLOSSARY OF NON-GAAP AND OTHER FINANCIAL MEASURES

    Management analyzes and assesses the financial position of the consolidated company in various ways. Certain of the measures included in this press release, which have been used consistently and disclosed regularly in the company’s Annual Reports and interim financial reporting, do not have a prescribed meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. Those measures are described below.

    Book value per share – The company considers book value per share a key performance measure in evaluating its objective of long term capital appreciation, while preserving capital. This measure is also closely monitored as it is used to calculate the performance fee, if any, to Fairfax Financial Holdings Limited. This measure is calculated by the company as common shareholders’ equity divided by the number of common shares outstanding.

    Cash and marketable securities – The company uses this measure to monitor short term liquidity risk. This measure is calculated by the company as the sum of cash, cash equivalents, short term investments and Government of India bonds.

    The MIL Network –

  • MIL-OSI: Shell Plc 2nd QUARTER 2025 HALF YEAR UNAUDITED RESULTS

    Source: GlobeNewswire (MIL-OSI)

                                 
    SHELL PLC
     2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS    		        
                                                         
     
    SUMMARY OF UNAUDITED RESULTS
    Quarters $ million   Half year
    Q2 2025 Q1 2025 Q2 2024 %¹   Reference 2025 2024 %
    3,601    4,780    3,517    -25 Income/(loss) attributable to Shell plc shareholders   8,381    10,874    -23
    4,264    5,577    6,293    -24 Adjusted Earnings A 9,841    14,027    -30
    13,313    15,250    16,806    -13 Adjusted EBITDA A 28,563    35,517    -20
    11,937    9,281    13,508    +29 Cash flow from operating activities   21,218    26,838    -21
    (5,406)   (3,959)   (3,338)     Cash flow from investing activities   (9,365)   (6,866)    
    6,531    5,322    10,170      Free cash flow G 11,853    19,972     
    5,817    4,175    4,719      Cash capital expenditure C 9,993    9,211     
    8,265    8,575    8,950    -4 Operating expenses F 16,840    17,947    -6
    8,145    8,453    8,651    -4 Underlying operating expenses F 16,598    17,704    -6
    9.4% 10.4% 12.8%   ROACE D 9.4% 12.8%  
    75,675    76,511    75,468      Total debt E 75,675    75,468     
    43,216    41,521    38,314      Net debt E 43,216    38,314     
    19.1% 18.7% 17.0%   Gearing E 19.1% 17.0%  
    2,682    2,838    2,817    -5 Oil and gas production available for sale (thousand boe/d)   2,760    2,864    -4
    0.61    0.79    0.55 -23 Basic earnings per share ($)   1.40    1.70    -18
    0.72    0.92    0.99    -22 Adjusted Earnings per share ($) B 1.64    2.19    -25
    0.3580    0.3580    0.3440    — Dividend per share ($)   0.7160    0.6880    +4

    1.Q2 on Q1 change

    Quarter Analysis1

    Income attributable to Shell plc shareholders, compared with the first quarter 2025, reflected lower trading and optimisation margins and lower realised liquids and gas prices, partly offset by higher Marketing margins and lower operating expenses.

    Second quarter 2025 income attributable to Shell plc shareholders also included impairment charges, gains on disposal of assets and favourable movements due to the fair value accounting of commodity derivatives. These items are included in identified items amounting to a net loss of $0.3 billion in the quarter. This compares with identified items in the first quarter 2025 which amounted to a net loss of $0.8 billion.

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

    Cash flow from operating activities for the second quarter 2025 was $11.9 billion and primarily driven by Adjusted EBITDA. This inflow was partly offset by tax payments of $3.4 billion.

    Cash flow from investing activities for the second quarter 2025 was an outflow of $5.4 billion, and included cash capital expenditure of $5.8 billion. This outflow was partly offset by interest received of $0.5 billion.

    Net debt and Gearing: At the end of the second quarter 2025, net debt was $43.2 billion, compared with $41.5 billion at the end of the first quarter 2025. This reflects free cash flow of $6.5 billion, more than offset by share buybacks of $3.5 billion, cash dividends paid to Shell plc shareholders of $2.1 billion, lease additions of $1.4 billion and interest payments of $1.2 billion. Gearing was 19.1% at the end of the second quarter 2025, compared with 18.7% at the end of the first quarter 2025, mainly driven by higher net debt.

    Shareholder distributions

    Total shareholder distributions in the quarter amounted to $5.7 billion comprising repurchases of shares of $3.5 billion and cash dividends paid to Shell plc shareholders of $2.1 billion. Dividends to be paid to Shell plc shareholders for the

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    second quarter 2025 amount to $0.3580 per share. Shell has now completed $3.5 billion of share buybacks announced in the first quarter 2025 results announcement. Today, Shell announces a share buyback programme of $3.5 billion which is expected to be completed by the third quarter 2025 results announcement.

    Half Year Analysis1

    Income attributable to Shell plc shareholders, compared with the first half 2024, reflected lower trading and optimisation margins, lower realised liquids and LNG prices, and lower refining and chemical margins, partly offset by lower operating expenses and favourable tax movements.

    Our continued focus on performance, discipline and simplification has helped deliver $3.9 billion of pre-tax structural cost reductions3 since 2022. Of these reductions, $0.8 billion was delivered in the first half 2025.

    First half 2025 income attributable to Shell plc shareholders also included impairment charges, a charge related to the UK Energy Profits Levy and favourable movements due to the fair value accounting of commodity derivatives. These items are included in identified items amounting to a net loss of $1.2 billion. This compares with identified items in the first half 2024 which amounted to a net loss of $3.3 billion.

    Adjusted Earnings and Adjusted EBITDA2 for the first half 2025 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for identified items and the cost of supplies adjustment of $0.3 billion.

    Cash flow from operating activities for the first half 2025 was $21.2 billion, and primarily driven by Adjusted EBITDA. This inflow was partly offset by tax payments of $6.3 billion and working capital outflows of $3.0 billion.

    Cash flow from investing activities for the first half 2025 was an outflow of $9.4 billion and included cash capital expenditure of $10.0 billion, and net other investing cash outflows of $0.9 billion, which included the drawdowns on loan facilities provided at completion of the sale of The Shell Petroleum Development Company of Nigeria Limited (SPDC) in Nigeria. These outflows were partly offset by interest received of $1.0 billion.

    This Unaudited Condensed Interim Financial Report, together with supplementary financial and operational disclosure for this quarter, is available at www.shell.com/investors 4.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation, exploration well write-offs and depreciation, depletion and amortisation (DD&A) expenses.

    3.Structural cost reductions describe decreases in underlying operating expenses as a result of operational efficiencies, divestments, workforce reductions and other cost-saving measures that are expected to be sustainable compared with 2022 levels.

    4.Not incorporated by reference.

    PORTFOLIO DEVELOPMENTS

    Integrated Gas

    In June 2025, we announced that the first cargo of liquefied natural gas (LNG) had left the LNG Canada facility on the west coast of Canada. Shell has a 40% working interest in the LNG Canada joint venture. Located in Kitimat, British Columbia, the facility will export LNG from two processing units or “trains” with a total capacity of 14 million tonnes per annum (mtpa).

    Upstream

    In May 2025, we completed the previously announced agreement to increase our working interest in the Shell-operated Ursa platform in the Gulf of America from 45.39% to 61.35%.

    In May 2025, we announced the start of production at the floating production storage and offloading facility (FPSO) Alexandre de Gusmão in the Mero field in the Santos Basin offshore Brazil. The unitized Mero field is operated by Petrobras (38.6%), in partnership with Shell Brasil (19.3%), TotalEnergies (19.3%), CNPC (9.65%), CNOOC (9.65%) and Pré-Sal Petróleo S.A. (PPSA) (3.5%) representing the Government in the non-contracted area.

    In May 2025, we signed an agreement to acquire a 12.5% interest in the OML 118 Production Sharing Contract (OML 118 PSC) from TotalEnergies EP Nigeria Limited. Upon completion, Shell’s working interest in the OML 118 PSC is expected to increase from 55% to a maximum of 67.5%.

    Chemicals and Products

    In April 2025, we completed the previously announced sale of our Energy and Chemicals Park in Singapore to CAPGC Pte. Ltd. (CAPGC), a joint venture between Chandra Asri Capital Pte. Ltd. and Glencore Asian Holdings Pte. Ltd.

    In April 2025, we agreed to sell our 16.125% interest in Colonial Enterprises, Inc. (“Colonial”) to Colossus AcquireCo LLC, a wholly owned subsidiary of Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”), for $1.45 billion. The transaction is subject to regulatory approvals.

             Page 2

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    PERFORMANCE BY SEGMENT

                                                         
     
    INTEGRATED GAS        
    Quarters $ million   Half year
    Q2 2025 Q1 2025 Q2 2024 %¹   Reference 2025 2024 %
                     
    1,838    2,789    2,454    -34 Income/(loss) for the period   4,627    5,215    -11
    101    306    (220)     Of which: Identified items A 407    (1,139)    
    1,737    2,483    2,675    -30 Adjusted Earnings A 4,220    6,354    -34
    3,875    4,735    5,039    -18 Adjusted EBITDA A 8,610    11,175    -23
    3,629    3,463    4,183    +5 Cash flow from operating activities A 7,092    8,895    -20
    1,196    1,116    1,151      Cash capital expenditure C 2,313    2,192     
    129    126    137    +2 Liquids production available for sale (thousand b/d)   128    137    -7
    4,545    4,644    4,885    -2 Natural gas production available for sale (million scf/d)   4,594    4,919 -7
    913    927    980    -2 Total production available for sale (thousand boe/d)   920    986    -7
    6.72    6.60    6.95    +2 LNG liquefaction volumes (million tonnes)   13.32    14.53    -8
    17.77    16.49    16.41    +8 LNG sales volumes (million tonnes)   34.26    33.28    +3

    1.Q2 on Q1 change

    Integrated Gas includes liquefied natural gas (LNG), conversion of natural gas into gas-to-liquids (GTL) fuels and other products. It includes natural gas and liquids exploration and extraction, and the operation of the upstream and midstream infrastructure necessary to deliver these to market. Integrated Gas also includes the marketing, trading and optimisation of LNG.

    Quarter Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first quarter 2025, reflected the combined effect of lower contributions from trading and optimisation and lower realised prices (decrease of $589 million), and higher depreciation, depletion and amortisation expenses (increase of $162 million).

    Identified items in the second quarter 2025 included favourable movements of $454 million due to the fair value accounting of commodity derivatives, partly offset by impairment charges of $423 million. These favourable movements and impairment charges compare with the first quarter 2025 which included favourable movements of $362 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative contracts are entered into as hedges for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

    Cash flow from operating activities for the second quarter 2025 was primarily driven by Adjusted EBITDA, net cash inflows related to derivatives of $542 million and working capital inflows of $352 million. These inflows were partly offset by tax payments of $967 million.

    Total oil and gas production, compared with the first quarter 2025, decreased by 2% mainly due to higher planned maintenance across the portfolio. LNG liquefaction volumes increased by 2% mainly due to ramp-up in Australia, following unplanned maintenance and weather constraints in the first quarter, partly offset by higher planned maintenance across the portfolio.

    Half Year Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first half 2024, reflected the combined effect of lower contributions from trading and optimisation and lower realised prices (decrease of $1,894 million), lower volumes (decrease of $373 million), and higher depreciation, depletion and amortisation expenses (increase of $120 million), partly offset by lower operating expenses (decrease of $107 million), and favourable deferred tax movements ($99 million).

    Identified items in the first half 2025 included favourable movements of $817 million due to the fair value accounting of commodity derivatives, partly offset by impairment charges of $423 million. These favourable movements and charges are part of identified items and compare with the first half 2024 which included unfavourable movements of $985 million due

             Page 3

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

    Cash flow from operating activities for the first half 2025 was primarily driven by Adjusted EBITDA, and net cash inflows related to derivatives of $1,084 million. These inflows were partly offset by tax payments of $1,741 million and working capital outflows of $335 million.

    Total oil and gas production, compared with the first half 2024, decreased by 7% mainly due to higher maintenance across the portfolio and weather constraints in Australia. LNG liquefaction volumes decreased by 8% mainly due to higher maintenance across the portfolio.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation, exploration well write-offs and DD&A expenses.

             Page 4

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                         
     
    UPSTREAM          
    Quarters $ million   Half year
    Q2 2025 Q1 2025 Q2 2024 %¹   Reference 2025 2024 %
                     
    2,008    2,080    2,179    -3 Income/(loss) for the period   4,088    4,451    -8
    276    (257)   (157)     Of which: Identified items A 19    182     
    1,732    2,337    2,336    -26 Adjusted Earnings A 4,068    4,270    -5
    6,638    7,387    7,829    -10 Adjusted EBITDA A 14,024    15,717    -11
    6,500    3,945    5,739    +65 Cash flow from operating activities A 10,445    11,466    -9
    2,826    1,923    1,829      Cash capital expenditure C 4,749    3,839     
    1,334    1,335    1,297    — Liquids production available for sale (thousand b/d)   1,334    1,314    +2
    2,310    3,020    2,818    -24 Natural gas production available for sale (million scf/d)   2,663    2,977    -11
    1,732    1,855    1,783    -7 Total production available for sale (thousand boe/d)   1,793    1,828    -2

    1.Q2 on Q1 change

    The Upstream segment includes exploration and extraction of crude oil, natural gas and natural gas liquids. It also markets and transports oil and gas, and operates the infrastructure necessary to deliver them to the market.

    Quarter Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first quarter 2025, reflected lower realised liquids and gas prices (decrease of $594 million) and higher depreciation, depletion and amortisation expenses (increase of $154 million), partly offset by higher volumes (increase of $112 million).

    Identified items in the second quarter 2025 included gains of $350 million from disposal of assets. These favourable movements compare with the first quarter 2025 which included a charge of $509 million related to the UK Energy Profits Levy, partly offset by gains of $159 million from disposal of assets and gains of $95 million related to the impact of the strengthening Brazilian real on a deferred tax position.

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

    Cash flow from operating activities for the second quarter 2025 was primarily driven by Adjusted EBITDA, dividends (net of profits) from joint ventures and associates of $1,542 million and working capital inflows of $655 million. These inflows were partly offset by tax payments of $1,948 million.

    Total production, compared with the first quarter 2025, decreased mainly due to the SPDC divestment and higher planned maintenance, partly offset by new oil production.

    Half Year Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first half 2024, reflected lower realised prices (decrease of $1,262 million) and the comparative unfavourable impact of gas storage effects (decrease of $499 million), partly offset by lower exploration well write-offs (decrease of $574 million), lower depreciation, depletion and amortisation expenses (decrease of $375 million), lower operating expenses (decrease of $245 million) and favourable tax movements ($143 million).

    Identified items in the first half 2025 included gains of $509 million from disposal of assets and a gain of $168 million related to the impact of the strengthening Brazilian real on a deferred tax position, offset by a charge of $509 million related to the UK Energy Profits Levy. These favourable movements and charges compare with the first half 2024 which included gains of $599 million related to the impact of inflationary adjustments in Argentina on a deferred tax position, partly offset by a loss of $191 million related to the impact of the weakening Brazilian real on a deferred tax position and impairment charges of $169 million.

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

    Cash flow from operating activities for the first half 2025 was primarily driven by Adjusted EBITDA and dividends (net of profits) from joint ventures and associates of $1,384 million. These inflows were partly offset by tax payments of $3,946 million.

    Total production, compared with the first half 2024, decreased mainly due to the SPDC divestment and field decline largely offset by new oil production.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation, exploration well write-offs and DD&A expenses.

             Page 5

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                         
     
    MARKETING        
    Quarters $ million   Half year
    Q2 2025 Q1 2025 Q2 2024 %¹   Reference 2025 2024 %
                     
    766    814    202    -6 Income/(loss) for the period   1,580    1,099    +44
    (354)   (49)   (825)     Of which: Identified items A (402)   (832)    
                     
    1,199    900    1,082    +33 Adjusted Earnings A 2,100    1,863    +13
    2,181    1,869    1,999    +17 Adjusted EBITDA A 4,049    3,686    +10
    2,718    1,907    1,958    +43 Cash flow from operating activities A 4,625    3,277    +41
    429    256    644      Cash capital expenditure C 684    1,109     
    2,813    2,674    2,868    +5 Marketing sales volumes (thousand b/d)   2,744    2,816    -3

    1.Q2 on Q1 change

    The Marketing segment comprises the Mobility, Lubricants, and Sectors and Decarbonisation businesses. The Mobility business operates Shell’s retail network including electric vehicle charging services and the Wholesale commercial fuels business which provides fuels for transport and industry. The Lubricants business produces, markets and sells lubricants for road transport, and machinery used in manufacturing, mining, power generation, agriculture and construction. The Sectors and Decarbonisation business sells fuels, speciality products and services including low-carbon energy solutions to a broad range of commercial customers including the aviation, marine, and agricultural sectors.

    Quarter Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first quarter 2025, reflected higher Marketing margins (increase of $282 million) mainly due to higher Mobility unit margins and seasonal impact of higher volumes, stable Lubricants margins and Sectors and Decarbonisation margins, and favourable tax movements ($92 million). These net gains were partly offset by higher operating expenses (increase of $41 million).

    Identified items in the second quarter 2025 included net impairment charges and reversals of $285 million, net losses of $44 million related to the sale of assets, and charges of $44 million related to redundancy and restructuring. These charges and net losses compare with the first quarter 2025 which included net losses of $61 million related to the sale of assets.

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

    Cash flow from operating activities for the second quarter 2025 was primarily driven by Adjusted EBITDA, inflows relating to the timing impact of payments related to emission certificates and biofuel programmes of $515 million, dividends (net of profits/losses) from joint ventures and associates of $161 million and working capital inflows of $67 million. These inflows were partly offset by tax payments of $132 million, and non-cash cost of supplies adjustment of $104 million.

    Marketing sales volumes (comprising hydrocarbon sales), compared with the first quarter 2025, increased mainly due to seasonality.

    Half Year Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first half 2024, reflected lower operating expenses (decrease of $199 million) and higher Marketing margins (increase of $71 million) including higher Mobility and Lubricants margins due to improved unit margins, partly offset by lower Sectors and Decarbonisation margins.

    Identified items in the first half 2025 included net impairment charges and reversals of $278 million and net losses of $105 million related to sale of assets. These charges and net losses compare with the first half 2024 which included impairment charges of $786 million mainly relating to an asset in the Netherlands, charges of $65 million related to redundancy and restructuring, and net losses of $56 million related to the sale of assets, partly offset by favourable movements of $50 million relating to the fair value accounting of commodity derivatives.

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

    Cash flow from operating activities for the first half 2025 was primarily driven by Adjusted EBITDA, inflows relating to the timing impact of payments related to emission certificates and biofuel programmes of $1,055 million, dividends (net of

             Page 6

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    profits/losses) from joint ventures and associates of $365 million. These inflows were partly offset by tax payments of $306 million, working capital outflows of $277 million and non-cash cost of supplies adjustment of $156 million.

    Marketing sales volumes (comprising hydrocarbon sales), compared with the first half 2024, decreased mainly in Mobility due to portfolio changes and in Sectors and Decarbonisation.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation and DD&A expenses.

             Page 7

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                         
     
    CHEMICALS AND PRODUCTS        
    Quarters $ million   Half year
    Q2 2025 Q1 2025 Q2 2024 %¹   Reference 2025 2024 %
                     
    (174)   (77)   545    -125 Income/(loss) for the period   (252)   1,856    -114
    (51)   (581)   (499)     Of which: Identified items A (631)   (956)    
                     
    118    449    1,085    -74 Adjusted Earnings A 567    2,700    -79
    864    1,410    2,242    -39 Adjusted EBITDA A 2,274    5,068    -55
    1,372    130    2,249    +956 Cash flow from operating activities A 1,502    1,900    -21
    775    458    638      Cash capital expenditure C 1,233    1,138     
    1,156    1,362    1,429    -15 Refinery processing intake (thousand b/d)   1,258    1,429    -12
    2,164    2,813    3,052    -23 Chemicals sales volumes (thousand tonnes)   4,977    5,934    -16

    1.Q2 on Q1 change

    The Chemicals and Products segment includes chemicals manufacturing plants with their own marketing network, and refineries which turn crude oil and other feedstocks into a range of oil products which are moved and marketed around the world for domestic, industrial and transport use. The segment also includes the pipeline business, trading and optimisation of crude oil, oil products and petrochemicals, and Oil Sands activities (the extraction of bitumen from mined oil sands and its conversion into synthetic crude oil).

    Quarter Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first quarter 2025, reflected lower Products margins (decrease of $450 million) mainly driven by lower margins from trading and optimisation, partly offset by higher refining margins. Adjusted Earnings also reflected lower Chemicals margins (decrease of $103 million). These net losses were partly offset by favourable tax movements ($96 million) and lower operating expenses (decrease of $58 million).

    In the second quarter 2025, Chemicals had negative Adjusted Earnings of $192 million and Products had positive Adjusted Earnings of $310 million.

    Identified items in the second quarter 2025 included impairment charges of $62 million. These charges compare with the first quarter 2025 which included impairment charges of $277 million and unfavourable movements of $202 million due to the fair value accounting of commodity derivatives that, as part of Shell’s normal business, are entered into as hedges for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

    Cash flow from operating activities for the second quarter 2025 was primarily driven by Adjusted EBITDA, inflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $367 million and working capital inflows of $383 million. These inflows were partly offset by non-cash cost of supplies adjustment of $333 million.

    Refinery utilisation was 94% compared with 85% in the first quarter 2025, mainly due to lower planned and unplanned maintenance.

    Chemicals manufacturing plant utilisation was 72% compared with 81% in the first quarter 2025, mainly due to higher planned maintenance, and unplanned maintenance mainly in Monaca.

    Half Year Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first half 2024, reflected lower Products margins (decrease of $1,960 million), driven mainly by lower margins from trading and optimisation and lower refining margins. Adjusted Earnings also reflected lower Chemicals margins (decrease of $415 million). These net losses were partly offset by lower operating expenses (decrease of $180 million) and favourable tax movements ($70 million).

    Identified items in the first half 2025 included impairment charges of $339 million and unfavourable movements of $153 million due to the fair value accounting of commodity derivatives. These charges and unfavourable movements compare with the first half 2024 which included net impairment charges and reversals of $860 million mainly relating to assets in Singapore, and unfavourable movements of $163 million relating to the fair value accounting of commodity derivatives.

             Page 8

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

    In the first half 2025, Chemicals had negative Adjusted Earnings of $329 million and Products had positive Adjusted Earnings of $896 million.

    Cash flow from operating activities for the first half 2025 was primarily driven by Adjusted EBITDA, inflows related to the timing impact of payments relating to emission certificates and biofuel programmes of $492 million, and dividends (net of profits) from joint ventures and associates of $124 million. These inflows were partly offset by working capital outflows of $698 million, net cash outflows relating to commodity derivatives of $504 million, and non-cash cost of supplies adjustment of $266 million.

    Refinery utilisation was 89% compared with 92% in the first half 2024, mainly due to higher planned and unplanned maintenance.

    Chemicals manufacturing plant utilisation was 77%, at the same level as in the first half 2024.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation and DD&A expenses.

             Page 9

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                         
     
    RENEWABLES AND ENERGY SOLUTIONS        
    Quarters $ million   Half year
    Q2 2025 Q1 2025 Q2 2024 %¹   Reference 2025 2024 %
                     
    (254)   (247)   (75)   -3 Income/(loss) for the period   (501)   478    -205
    (245)   (205)   112      Of which: Identified items A (450)   501     
    (9)   (42)   (187)   +78 Adjusted Earnings A (51)   (24)   -116
    102    111    (91)   -8 Adjusted EBITDA A 213    175    +21
    1    367    847    -100 Cash flow from operating activities A 368    3,313    -89
    555    403    425      Cash capital expenditure C 958    863     
    70    76    74    -9 External power sales (terawatt hours)2   146    151    -3
    132    184    148    -28 Sales of pipeline gas to end-use customers (terawatt hours)3   315    338    -7

    1.Q2 on Q1 change

    2.Physical power sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders.

    3.Physical natural gas sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders. Excluding sales of natural gas by other segments and LNG sales.

    Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions. It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

    Quarter Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first quarter 2025, reflected lower operating expenses (decrease of $54 million) and favourable tax movements ($33 million), partly offset by lower margins (decrease of $56 million).

    Most Renewables and Energy Solutions activities were loss-making in the second quarter 2025, which was partly offset by positive Adjusted Earnings from trading and optimisation.

    Identified items in the second quarter 2025 included unfavourable movements of $217 million due to the fair value accounting of commodity derivatives and impairment charges of $136 million, partly offset by gains of $108 million on sales of assets. These charges and favourable movements compare with the first quarter 2025 which included a loss of $143 million related to the disposal of assets. As part of Shell’s normal business, commodity derivative contracts are entered into as hedges for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

    Cash flow from operating activities for the second quarter 2025 was primarily driven by Adjusted EBITDA. This inflow was offset by working capital outflows of $128 million.

    Half Year Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first half 2024, reflected lower margins (decrease of $140 million), mainly from trading and optimisation, partly offset by lower operating expenses (decrease of $115 million).

    Most Renewables and Energy Solutions activities were loss-making for the first half 2025, which was partly offset by positive Adjusted Earnings from trading and optimisation.

    Identified items in the first half 2025 included unfavourable movements of $196 million relating to the fair value accounting of commodity derivatives and impairment losses of $167 million. These net charges compare with the first half 2024 which included favourable movements of $529 million relating to the fair value accounting of commodity derivatives, partly offset by net impairment charges and reversals of $78 million. As part of Shell’s normal business, commodity derivative contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted EBITDA2 was driven by the same factors as Adjusted Earnings.

             Page 10

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    Cash flow from operating activities for the first half 2025 was primarily driven by working capital inflows of $252 million and Adjusted EBITDA. These inflows were partly offset by net cash outflows related to derivatives of $235 million.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation and DD&A expenses.

    Additional Growth Measures

                                                         
    Quarters     Half year
    Q2 2025 Q1 2025 Q2 2024 %¹     2025 2024 %
            Renewable power generation capacity (gigawatt):        
    3.9    3.5    3.3    +10 – In operation2   3.9    3.3    +16
    3.8    4.0    3.8    -5 – Under construction and/or committed for sale3   3.8    3.8    -1

    1.Q2 on Q1 change

    2.Shell’s equity share of renewable generation capacity post commercial operation date. It excludes Shell’s equity share of associates where information cannot be obtained.

    3.Shell’s equity share of renewable generation capacity under construction and/or committed for sale under long-term offtake agreements (PPA). It excludes Shell’s equity share of associates where information cannot be obtained.

                                             
     
    CORPORATE      
    Quarters $ million   Half year
    Q2 2025 Q1 2025 Q2 2024   Reference 2025 2024
                 
    (539)   (483)   (1,656)   Income/(loss) for the period   (1,022)   (2,010)  
    (77)   (26)   (1,080)   Of which: Identified items A (102)   (1,066)  
    (463)   (457)   (576)   Adjusted Earnings A (920)   (944)  
    (346)   (261)   (213)   Adjusted EBITDA A (607)   (304)  
    (2,283)   (531)   (1,468)   Cash flow from operating activities A (2,814)   (2,013)  

    The Corporate segment covers the non-operating activities supporting Shell. It comprises Shell’s holdings and treasury organisation, headquarters and central functions, self-insurance activities and centrally managed longer-term innovation portfolio. All finance expense, income and related taxes are included in Corporate Adjusted Earnings rather than in the earnings of business segments.

    Quarter Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first quarter 2025, reflected unfavourable tax movements and unfavourable currency exchange rate effects, partly offset by favourable net interest movements.

    Adjusted EBITDA2 was mainly driven by unfavourable currency exchange rate effects.

    Cash flow from operating activities for the second quarter 2025 was primarily driven by working capital outflows of $1,715 million, which included a reduction in joint venture deposits, and Adjusted EBITDA.

    Half Year Analysis1

    Income/(loss) for the period was driven by the same factors as Adjusted Earnings and includes identified items.

    Adjusted Earnings, compared with the first half 2024, were primarily driven by favourable tax movements, partly offset by unfavourable currency exchange rate effects and unfavourable net interest movements.

    Identified items in the first half 2024 included reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency

    translation differences were previously recognised in other comprehensive income and accumulated in equity as part of

    accumulated other comprehensive income.

    Adjusted EBITDA2 was mainly driven by unfavourable currency exchange rate effects.

    Cash flow from operating activities for the first half 2025 was primarily driven by working capital outflows of $1,734 million, which included a reduction in joint venture deposits, and Adjusted EBITDA.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation and DD&A expenses.

             Page 11

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    OUTLOOK FOR THE THIRD QUARTER 2025

    Full year 2024 cash capital expenditure was $21 billion. Our cash capital expenditure range for the full year 2025 is expected to be within $20 – $22 billion.

    Integrated Gas production is expected to be approximately 910 – 970 thousand boe/d. LNG liquefaction volumes are expected to be approximately 6.7 – 7.3 million tonnes.

    Upstream production is expected to be approximately 1,700 – 1,900 thousand boe/d.

    Marketing sales volumes are expected to be approximately 2,600 – 3,100 thousand b/d.

    Refinery utilisation is expected to be approximately 88% – 96%. Chemicals manufacturing plant utilisation is expected to be approximately 78% – 86%.

    Corporate Adjusted Earnings1 were a net expense of $463 million for the second quarter 2025. Corporate Adjusted Earnings are expected to be a net expense of approximately $500 – $700 million in the third quarter 2025.

    1.For the definition of Adjusted Earnings and the most comparable GAAP measure see Reference A.

    FORTHCOMING EVENTS

               
     
    Date Event
    October 30, 2025 Third quarter 2025 results and dividends

             Page 12

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                                       
     
    CONSOLIDATED STATEMENT OF INCOME    
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    65,406    69,234    74,463    Revenue1 134,640    146,942   
    712    615    898    Share of profit/(loss) of joint ventures and associates 1,327    2,216   
    326    302    (305)   Interest and other income/(expenses)2 628    602   
    66,443    70,152    75,057    Total revenue and other income/(expenses) 136,596    149,760   
    44,099    45,849    49,417    Purchases 89,948    96,284   
    4,909    5,549    5,593    Production and manufacturing expenses 10,459    11,403   
    3,077    2,840    3,094    Selling, distribution and administrative expenses 5,917    6,069   
    278    185    263    Research and development 464    475   
    360    210    496    Exploration 569    1,246   
    6,670    5,441    7,555    Depreciation, depletion and amortisation2 12,111    13,436   
    1,075    1,120    1,235    Interest expense 2,194    2,399   
    60,468    61,194    67,653    Total expenditure 121,662    131,312   
    5,975    8,959    7,404    Income/(loss) before taxation 14,934    18,447   
    2,332    4,083    3,754    Taxation charge/(credit)2 6,415    7,358   
    3,644    4,875    3,650    Income/(loss) for the period 8,519    11,089   
    43    95    133    Income/(loss) attributable to non-controlling interest 138    215   
    3,601    4,780    3,517    Income/(loss) attributable to Shell plc shareholders 8,381    10,874   
    0.61    0.79    0.55    Basic earnings per share ($)3 1.40    1.70   
    0.60    0.79    0.55    Diluted earnings per share ($)3 1.39    1.68   

    1.See Note 2 “Segment information”.

    2.See Note 7 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

    3.See Note 3 “Earnings per share”.

                                       
     
    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME    
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    3,644    4,875    3,650    Income/(loss) for the period 8,519    11,089   
          Other comprehensive income/(loss) net of tax:    
          Items that may be reclassified to income in later periods:    
    4,127    1,711    698    – Currency translation differences1 5,837    (1,296)  
    7    6    (12)   – Debt instruments remeasurements 14    (19)  
    (109)   (25)   14    – Cash flow hedging gains/(losses) (135)   67   
    5    (42)   (6)   – Deferred cost of hedging (37)   (20)  
    113    74    (50)   – Share of other comprehensive income/(loss) of joint ventures and associates 187    (62)  
    4,143    1,723    644    Total 5,866    (1,330)  
          Items that are not reclassified to income in later periods:    
    158    306    310    – Retirement benefits remeasurements 465    749   
    (8)   (16)   (81)   – Equity instruments remeasurements (24)   (3)  
    (23)   (36)   44    – Share of other comprehensive income/(loss) of joint ventures and associates (59)   55   
    128    254    273    Total 381    801   
    4,270    1,977    917    Other comprehensive income/(loss) for the period 6,248    (529)  
    7,914    6,852    4,567    Comprehensive income/(loss) for the period 14,767    10,560   
    122    105    123    Comprehensive income/(loss) attributable to non-controlling interest 227    180   
    7,792    6,748    4,443    Comprehensive income/(loss) attributable to Shell plc shareholders 14,540    10,381   

    1.See Note 7 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

             Page 13

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                     
     
    CONDENSED CONSOLIDATED BALANCE SHEET
    $ million    
      June 30, 2025 December 31, 2024
    Assets    
    Non-current assets    
    Goodwill 16,332    16,032   
    Other intangible assets 11,338    9,480   
    Property, plant and equipment 186,461    185,219   
    Joint ventures and associates 23,456    23,445   
    Investments in securities 2,225    2,255   
    Deferred tax 7,524    6,857   
    Retirement benefits 10,980    10,003   
    Trade and other receivables 7,315    6,018   
    Derivative financial instruments1 692    374   
      266,323    259,683   
    Current assets    
    Inventories 23,283    23,426   
    Trade and other receivables 45,570    45,860   
    Derivative financial instruments1 9,443    9,673   
    Cash and cash equivalents 32,682    39,110   
      110,978    118,069   
    Assets classified as held for sale2 10,619    9,857   
      121,597    127,926   
    Total assets 387,920    387,609   
    Liabilities    
    Non-current liabilities    
    Debt 65,218    65,448   
    Trade and other payables 5,876    3,290   
    Derivative financial instruments1 1,037    2,185   
    Deferred tax 12,921    13,505   
    Retirement benefits 6,983    6,752   
    Decommissioning and other provisions 20,777    21,227   
      112,813    112,407   
    Current liabilities    
    Debt 10,457    11,630   
    Trade and other payables 58,379    60,693   
    Derivative financial instruments1 6,451    7,391   
    Income taxes payable 3,642    4,648   
    Decommissioning and other provisions 5,234    4,469   
      84,164    88,831   
    Liabilities directly associated with assets classified as held for sale2 7,856    6,203   
      92,020    95,034   
    Total liabilities 204,832    207,441   
    Equity attributable to Shell plc shareholders 181,137    178,307   
    Non-controlling interest 1,951    1,861   
    Total equity 183,088    180,168   
    Total liabilities and equity 387,920    387,609   

    1.    See Note 6 “Derivative financial instruments and debt excluding lease liabilities”.

    2. .See Note 7 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

             Page 14

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                         
     
    CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
      Equity attributable to Shell plc shareholders      
    $ million Share capital1 Shares held in trust Other reserves² Retained earnings Total Non-controlling interest   Total equity
    At January 1, 2025 510    (803)   19,766    158,834    178,307    1,861      180,168   
    Comprehensive income/(loss) for the period —    —    6,159    8,381    14,540    227      14,767   
    Transfer from other comprehensive income —    —    18    (18)   —    —      —   
    Dividends³ —    —    —    (4,302)   (4,302)   (113)     (4,415)  
    Repurchases of shares4 (17)   —    17    (7,038)   (7,038)   —      (7,038)  
    Share-based compensation —    516    (486)   (426)   (396)   —      (396)  
    Other changes —    —    —    29    29    (24)     5   
    At June 30, 2025 493    (288)   25,473    155,458    181,137    1,951      183,088   
    At January 1, 2024 544    (997)   21,145    165,915    186,607    1,755      188,362   
    Comprehensive income/(loss) for the period —    —    (494)   10,874    10,381    180      10,560   
    Transfer from other comprehensive income —    —    170    (170)   —    —      —   
    Dividends3 —    —    —    (4,387)   (4,387)   (150)     (4,537)  
    Repurchases of shares4 (17)   —    17    (7,020)   (7,020)   —      (7,020)  
    Share-based compensation —    544    (213)   (406)   (76)   —      (76)  
    Other changes —    —    —    (96)   (96)   (1)     (98)  
    At June 30, 2024 528    (454)   20,625    164,709    185,407    1,783      187,190   

    1.    See Note 4 “Share capital”.

    2.    See Note 5 “Other reserves”.

    3.    The amount charged to retained earnings is based on prevailing exchange rates on payment date.

    4.     Includes shares committed to repurchase under an irrevocable contract and repurchases subject to settlement at the end of the quarter.

             Page 15

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                             
     
    CONSOLIDATED STATEMENT OF CASH FLOWS    
    Quarters $ million Half year
    Q2 2025   Q1 2025 Q2 2024   2025 2024
    5,975      8,959    7,404    Income before taxation for the period 14,934    18,447   
            Adjustment for:    
    515      636    619    – Interest expense (net) 1,151    1,195   
    6,670      5,441    7,555    – Depreciation, depletion and amortisation1 12,111    13,436   
    206      28    269    – Exploration well write-offs 234    823   
    (128)     127    (143)   – Net (gains)/losses on sale and revaluation of non-current assets and businesses (1)   (154)  
    (712)     (615)   (898)   – Share of (profit)/loss of joint ventures and associates (1,327)   (2,216)  
    2,361      523    792    – Dividends received from joint ventures and associates1 2,884    1,530   
    (27)     854    (954)   – (Increase)/decrease in inventories 827    (1,562)  
    3,635      (2,610)   1,965    – (Increase)/decrease in current receivables 1,025    1,770   
    (3,994)     (907)   (1,269)   – Increase/(decrease) in current payables (4,901)   (3,218)  
    626      (244)   253    – Derivative financial instruments 381    1,638   
    (17)     (100)   (332)   – Retirement benefits (118)   (392)  
    (425)     (480)   (332)   – Decommissioning and other provisions (906)   (931)  
    684      570    2,027    – Other1 1,254    2,536   
    (3,432)     (2,900)   (3,448)   Tax paid (6,331)   (6,064)  
    11,937      9,281    13,508    Cash flow from operating activities 21,218    26,838   
    (5,393)     (3,748)   (4,445)      Capital expenditure (9,141)   (8,424)  
    (406)     (413)   (261)      Investments in joint ventures and associates (819)   (761)  
    (17)     (15)   (13)      Investments in equity securities (32)   (25)  
    (5,817)     (4,175)   (4,719)   Cash capital expenditure (9,993)   (9,211)  
    (57)     559    710    Proceeds from sale of property, plant and equipment and businesses1 502    1,033   
    1      33    57    Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans 34    190   
    19      5    2    Proceeds from sale of equity securities 24    570   
    508      508    648    Interest received 1,016    1,224   
    360      506    883    Other investing cash inflows 866    1,740   
    (420)     (1,394)   (920)   Other investing cash outflows (1,814)   (2,414)  
    (5,406)     (3,959)   (3,338)   Cash flow from investing activities (9,365)   (6,866)  
    (208)     80    (179)   Net increase/(decrease) in debt with maturity period within three months (127)   (286)  
            Other debt:    
    180      139    132    – New borrowings 319    299   
    (4,075)     (2,514)   (4,154)   – Repayments (6,589)   (5,686)  
    (1,212)     (846)   (1,287)   Interest paid (2,059)   (2,198)  
    896      326    (115)   Derivative financial instruments 1,222    (412)  
    —      (25)   (1)   Change in non-controlling interest (25)   (5)  
            Cash dividends paid to:    
    (2,122)     (2,179)   (2,177)   – Shell plc shareholders (4,300)   (4,387)  
    (27)     (86)   (82)   – Non-controlling interest (113)   (150)  
    (3,533)     (3,311)   (3,958)   Repurchases of shares (6,844)   (6,782)  
    (5)     (768)   (24)   Shares held in trust: net sales/(purchases) and dividends received (773)   (486)  
    (10,106)     (9,183)   (11,846)   Cash flow from financing activities (19,289)   (20,094)  
    655      353    (126)   Effects of exchange rate changes on cash and cash equivalents 1,008    (505)  
    (2,919)     (3,509)   (1,801)   Increase/(decrease) in cash and cash equivalents (6,428)   (627)  
    35,601      39,110    39,949    Cash and cash equivalents at beginning of period 39,110    38,774   
    32,682      35,601    38,148    Cash and cash equivalents at end of period 32,682    38,148   

    1.See Note 7 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

             Page 16

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    1. Basis of preparation

    These unaudited Condensed Consolidated Interim Financial Statements of Shell plc (“the Company”) and its subsidiaries (collectively referred to as “Shell”) have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and adopted by the UK, and on the basis of the same accounting principles as those used in the Company’s Annual Report and Accounts (pages 240 to 312) for the year ended December 31, 2024, as filed with the Registrar of Companies for England and Wales and as filed with the Autoriteit Financiële Markten (the Netherlands) and Amendment No. 1 to Form 20-F (“Form 20-F/A”) (pages 10 to 83) for the year ended December 31, 2024, as filed with the US Securities and Exchange Commission, and should be read in conjunction with these filings.

    The financial information presented in the unaudited Condensed Consolidated Interim Financial Statements does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (“the Act”). Statutory accounts for the year ended December 31, 2024, were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act.

    Going Concern

    These unaudited Condensed Consolidated Interim Financial Statements have been prepared on the going concern basis of accounting. In assessing the appropriateness of the going concern assumption over the period to December 31, 2026 (the ‘going concern period’), management have stress-tested Shell’s most recent financial projections to incorporate a range of potential future outcomes by considering Shell’s principal risks, potential downside pressures on commodity prices and long-term demand, and cash preservation measures, including reduced cash capital expenditure and shareholder distributions. This assessment confirmed that Shell has adequate cash, other liquid resources and undrawn credit facilities to enable it to meet its obligations as they fall due in order to continue its operations during the going concern period. Therefore, the Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing these unaudited Condensed Consolidated Interim Financial Statements.

    Key accounting considerations, significant judgements and estimates

    Future commodity price assumptions, which represent a significant estimate, were subject to change in the second quarter 2025 (See Note 7). Noting continued volatility in markets, price assumptions remain under review.

    The discount rates applied for impairment testing and the discount rate applied to provisions are reviewed on a regular basis. Both discount rates applied in the first half year 2025 remain unchanged compared with 2024.

    2. Segment information

    With effect from January 1, 2025, segment earnings are presented on an Adjusted Earnings basis (Adjusted Earnings), which is the earnings measure used by the Chief Executive Officer, who serves as the Chief Operating Decision Maker, for the purposes of making decisions about allocating resources and assessing performance. This aligns with Shell’s focus on performance, discipline and simplification.

    The Adjusted Earnings measure is presented on a current cost of supplies (CCS) basis and aims to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. Identified items are in some cases driven by external factors and may, either individually or collectively, hinder the comparative understanding of Shell’s financial results from period to period.

    The segment earnings measure used until December 31, 2024 was CCS earnings. The difference between CCS earnings and Adjusted Earnings are the identified items. Comparative periods are presented below on an Adjusted Earnings basis.

             Page 17

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    ADJUSTED EARNINGS BY SEGMENT

                                                   
     
    Q2 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Income/(loss) attributable to Shell plc shareholders             3,601
    Income/(loss) attributable to non-controlling interest             43
    Income/(loss) for the period 1,838    2,008    766    (174)   (254)   (539)   3,644   
    Add: Current cost of supplies adjustment before taxation     104    333        436
    Add: Tax on current cost of supplies adjustment     (24)   (91)       (115)
    Less: Identified items before taxation (102)   271    (460)   (64)   (300)   (63)   (717)
    Add: Tax on identified items (203)   (5)   (106)   (13)   (55)   14    (369)
    Adjusted Earnings 1,737    1,732    1,199    118    (9)   (463)   4,314   
    Adjusted Earnings attributable to Shell plc shareholders             4,264
    Adjusted Earnings attributable to non-controlling interest             50
                                                   
     
    Q1 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Income/(loss) attributable to Shell plc shareholders             4,780
    Income/(loss) attributable to non-controlling interest             95
    Income/(loss) for the period 2,789    2,080    814    (77)   (247)   (483)   4,875
    Add: Current cost of supplies adjustment before taxation     52    (67)       (15)
    Add: Tax on current cost of supplies adjustment     (14)   12        (2)
    Less: Identified items before taxation 348    121    (44)   (679)   (260)   4    (510)
    Add: Tax on identified items 43    378    4    (99)   (54)   29    301
    Adjusted Earnings 2,483    2,337    900    449    (42)   (457)   5,670
    Adjusted Earnings attributable to Shell plc shareholders             5,577
    Adjusted Earnings attributable to non-controlling interest             94
                                                   
     
    Q2 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Income/(loss) attributable to Shell plc shareholders             3,517
    Income/(loss) attributable to non-controlling interest             133
    Income/(loss) for the period 2,454    2,179    202    545    (75)   (1,656)   3,650
    Add: Current cost of supplies adjustment before taxation     74    59        133
    Add: Tax on current cost of supplies adjustment     (19)   (17)       (36)
    Less: Identified items before taxation (260)   (215)   (1,111)   (333)   198    (1,105)   (2,826)
    Add: Tax on identified items (40)   (58)   (286)   165    87    (25)   (157)
    Adjusted Earnings 2,675    2,336    1,082    1,085    (187)   (576)   6,415
    Adjusted Earnings attributable to Shell plc shareholders             6,293
    Adjusted Earnings attributable to non-controlling interest             122

             Page 18

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                   
     
    Half year 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Income/(loss) attributable to Shell plc shareholders             8,381
    Income/(loss) attributable to non-controlling interest             138
    Income/(loss) for the period 4,627    4,088    1,580    (252)   (501)   (1,022)   8,519
    Add: Current cost of supplies adjustment before taxation     156    266        422
    Add: Tax on current cost of supplies adjustment     (38)   (79)       (116)
    Less: Identified items before taxation 246    392    (504)   (743)   (559)   (59)   (1,227)
    Add: Tax on identified items (160)   373    (102)   (111)   (110)   43    (68)
    Adjusted Earnings 4,220    4,068    2,100    567    (51)   (920)   9,984
    Adjusted Earnings attributable to Shell plc shareholders             9,841
    Adjusted Earnings attributable to non-controlling interest             144
                                                   
     
    Half year 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Income/(loss) attributable to Shell plc shareholders             10,874
    Income/(loss) attributable to non-controlling interest             215
    Income/(loss) for the period 5,215    4,451    1,099    1,856    478    (2,010)   11,089
    Add: Current cost of supplies adjustment before taxation     (79)   (148)       (227)
    Add: Tax on current cost of supplies adjustment     11    37        48
    Less: Identified items before taxation (1,336)   (261)   (1,123)   (908)   668    (1,111)   (4,070)
    Add: Tax on identified items (197)   (443)   (290)   48    167    (45)   (761)
    Adjusted Earnings 6,354    4,270    1,863    2,700    (24)   (944)   14,219
    Adjusted Earnings attributable to Shell plc shareholders             14,027
    Adjusted Earnings attributable to non-controlling interest             192

    CASH CAPITAL EXPENDITURE BY SEGMENT

    Cash capital expenditure is a measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance.

                                                   
     
    Q2 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Capital expenditure 988    2,774    427    704    468    32    5,393
    Add: Investments in joint ventures and associates 209    52    1    71    72    1    406
    Add: Investment in equity securities —    —    —    —    16    2    17
    Cash capital expenditure 1,196    2,826    429    775    555    36    5,817
                                                   
     
    Q1 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Capital expenditure 943    1,727    252    451    358    17    3,748
    Add: Investments in joint ventures and associates 174    197    4    7    30    1    413
    Add: Investments in equity securities —    —    —    —    14    —    15
    Cash capital expenditure 1,116    1,923    256    458    403    19    4,175

             Page 19

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                   
     
    Q2 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Capital expenditure 1,024    1,769    644    601    377    30    4,445
    Add: Investments in joint ventures and associates 127    60    —    37    35    1    261
    Add: Investments in equity securities —    —    —    —    13    —    13
    Cash Capital expenditure 1,151    1,829    644    638    425    32    4,719
                                                   
     
    Half year 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Capital expenditure 1,930    4,501    679    1,155    826    49    9,141
    Add: Investments in joint ventures and associates 383    248    5    78    102    3    819
    Add: Investment in equity securities —    —    —    —    30    2    32
    Cash capital expenditure 2,313    4,749    684    1,233    958    54    9,993
                                                   
     
    Half year 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Capital expenditure 1,882    3,535    1,071    1,074    797    64    8,424
    Add: Investments in joint ventures and associates 310    304    38    63    43    2    761
    Add: Investments in equity securities —    —    —    —    22    3    25
    Cash capital expenditure 2,192    3,839    1,109    1,138    863    69    9,211

    REVENUE BY SEGMENT

    Third-party revenue includes revenue from sources other than from contracts with customers, which mainly comprises the impact of fair value accounting of commodity derivatives.

                                                   
     
    Q2 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Revenue:              
         Third-party 9,576    1,193    28,241    18,388    7,996    12    65,406
         Inter-segment 2,412    8,502    2,177    8,775    835    —    22,701
                                                   
     
    Q1 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Revenue:              
         Third-party 9,602    1,510    27,083    21,610    9,417    12    69,234
         Inter-segment 2,675    9,854    1,849    8,255    1,164    —    23,797

             Page 20

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                   
     
    Q2 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Revenue:              
         Third-party 9,052    1,590    32,005    24,583    7,222    11    74,463
         Inter-segment 2,157    10,102    1,363    9,849    957    —    24,428
                                                   
     
    Half year 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Revenue:              
         Third-party 19,179    2,703    55,324    39,998    17,413    23    134,640
         Inter-segment 5,086    18,356    4,026    17,030    1,999    —    46,498
                                                   
     
    Half year 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Revenue:              
         Third-party 18,247    3,349    62,045    48,319    14,959    22    146,942
         Inter-segment 4,560    20,390    2,718    20,161    1,962    —    49,791

    Identified items

    The objective of identified items is to remove material impacts on net income/loss arising from transactions which are generally uncontrollable and unusual (infrequent or non-recurring) in nature or giving rise to a mismatch between accounting and economic results, or certain transactions that are generally excluded from underlying results in the industry.

    Identified items comprise: divestment gains and losses, impairments and impairment reversals, redundancy and restructuring, fair value accounting of commodity derivatives and certain gas contracts that gives rise to a mismatch between accounting and economic results, the impact of exchange rate movements and inflationary adjustments on certain deferred tax balances, and other items.

             Page 21

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                   
     
    Q2 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) 63 344 (56) (9) 119 (4) 457
    Impairment reversals/(impairments) (672) (3) (370) (78) (138) — (1,261)
    Redundancy and restructuring (7) (6) (57) (37) (1) (12) (119)
    Fair value accounting of commodity derivatives and certain gas contracts1 514 1 23 61 (280) — 319
    Other2 — (65) — (1) — (47) (113)
    Total identified items included in Income/(loss) before taxation (102) 271 (460) (64) (300) (63) (717)
    Less: Total identified items included in Taxation charge/(credit) (203) (5) (106) (13) (55) 14 (369)
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) 54 350 (44) (7) 108 (3) 458
    Impairment reversals/(impairments) (423) (2) (285) (62) (136) — (908)
    Redundancy and restructuring (4) (2) (44) (29) — (8) (88)
    Fair value accounting of commodity derivatives and certain gas contracts1 454 — 19 49 (217) — 307
    Impact of exchange rate movements and inflationary adjustments on tax balances3 20 22 — — — (19) 23
    Other2 — (92) — (1) — (47) (139)
    Impact on Adjusted Earnings 101 276 (354) (51) (245) (77) (348)
    Impact on Adjusted Earnings attributable to non-controlling interest — — — — — — —
    Impact on Adjusted Earnings attributable to Shell plc shareholders 101 276 (354) (51) (245) (77) (348)

    1.Fair value accounting of commodity derivatives and certain gas contracts: In the ordinary course of business, Shell enters into contracts to supply or purchase oil and gas products, as well as power and environmental products. Shell also enters into contracts for tolling, pipeline and storage capacity. Derivative contracts are entered into for mitigation of resulting economic exposures (generally price exposure) and these derivative contracts are carried at period-end market price (fair value), with movements in fair value recognised in income for the period. Supply and purchase contracts entered into for operational purposes, as well as contracts for tolling, pipeline and storage capacity, are, by contrast, recognised when the transaction occurs; furthermore, inventory is carried at historical cost or net realisable value, whichever is lower. As a consequence, accounting mismatches occur because: (a) the supply or purchase transaction is recognised in a different period; or (b) the inventory is measured on a different basis. In addition, certain contracts are, due to pricing or delivery conditions, deemed to contain embedded derivatives or written options and are also required to be carried at fair value even though they are entered into for operational purposes. The accounting impacts are reported as identified items.

    2.Other identified items represent other credits or charges that based on Shell management’s assessment hinder the comparative understanding of Shell’s financial results from period to period.

    3.Impact of exchange rate movements and inflationary adjustments on tax balances represents the impact on tax balances of exchange rate movements and inflationary adjustments arising on: (a) the conversion to dollars of the local currency tax base of non-monetary assets and liabilities, as well as recognised tax losses (this primarily impacts the Integrated Gas and Upstream segments); and (b) the conversion of dollar-denominated inter-segment loans to local currency, leading to taxable exchange rate gains or losses (this primarily impacts the Corporate segment).

             Page 22

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                   
     
    Q1 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) (1) 154 (57) (15) (187) — (106)
    Impairment reversals/(impairments) — (21) 10 (293) (38) — (341)
    Redundancy and restructuring (1) (15) (9) (13) (9) 4 (44)
    Fair value accounting of commodity derivatives and certain gas contracts1 420 (1) 12 (258) 20 — 194
    Other1 (70) 4 — (101) (46) — (212)
    Total identified items included in Income/(loss) before taxation 348 121 (44) (679) (260) 4 (510)
    Less: Total identified items included in Taxation charge/(credit) 43 378 4 (99) (54) 29 301
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) — 8 (61) (12) (143) — (208)
    Impairment reversals/(impairments) — (15) 6 (277) (31) — (317)
    Redundancy and restructuring (1) (5) (1) (12) (7) 2 (24)
    Fair value accounting of commodity derivatives and certain gas contracts1 362 — 7 (202) 20 — 187
    Impact of exchange rate movements and inflationary adjustments on tax balances1 4 132 — — — (28) 108
    Other1 (59) (377) — (77) (45) — (558)
    Impact on Adjusted Earnings 306 (257) (49) (581) (205) (26) (811)
    Impact on Adjusted Earnings attributable to non-controlling interest — — — — — — —
    Impact on Adjusted Earnings attributable to Shell plc shareholders 306 (257) (49) (581) (205) (26) (811)

    1.For a detailed description, see the corresponding footnotes to the Q2 2025 identified items table above.

                                                   
     
    Q2 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) 2 131 (60) (8) 79 — 143
    Impairment reversals/(impairments) (18) (80) (1,055) (619) (161) — (1,932)
    Redundancy and restructuring (9) (56) (69) (30) (45) (2) (211)
    Fair value accounting of commodity derivatives and certain gas contracts1 (102) (29) 63 211 318 — 461
    Other1,2 (133) (181) 10 113 7 (1,103) (1,287)
    Total identified items included in Income/(loss) before taxation (260) (215) (1,111) (333) 198 (1,105) (2,826)
    Less: Total identified items included in Taxation charge/(credit) (40) (58) (286) 165 87 (25) (157)
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) 1 114 (45) (6) 71 — 135
    Impairment reversals/(impairments) (15) (67) (783) (708) (155) — (1,728)
    Redundancy and restructuring (6) (33) (50) (23) (33) (1) (147)
    Fair value accounting of commodity derivatives and certain gas contracts1 (98) (7) 45 156 223 — 319
    Impact of exchange rate movements and inflationary adjustments on tax balances1 10 (4) — — — 43 49
    Other1,2 (113) (160) 7 83 5 (1,122) (1,298)
    Impact on Adjusted Earnings (220) (157) (825) (499) 112 (1,080) (2,669)
    Impact on Adjusted Earnings attributable to non-controlling interest — — — 18 — — 18
    Impact on Adjusted Earnings attributable to Shell plc shareholders (220) (157) (825) (517) 112 (1,080) (2,687)

    1.For a detailed description, see the corresponding footnotes to the Q2 2025 identified items table above.

             Page 23

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    2.Corporate includes reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income.

                                                   
     
    Half year 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) 62 498 (113) (24) (68) (4) 351
    Impairment reversals/(impairments) (672) (24) (360) (371) (176) — (1,602)
    Redundancy and restructuring (8) (21) (66) (50) (10) (9) (164)
    Fair value accounting of commodity derivatives and certain gas contracts1 934 — 35 (196) (260) — 512
    Other1 (70) (61) — (102) (46) (47) (325)
    Total identified items included in Income/(loss) before taxation 246 392 (504) (743) (559) (59) (1,227)
    Less: Total identified items included in Taxation charge/(credit) (160) 373 (102) (111) (110) 43 (68)
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) 53 358 (105) (19) (35) (3) 250
    Impairment reversals/(impairments) (423) (17) (278) (339) (167) — (1,225)
    Redundancy and restructuring (5) (7) (45) (42) (7) (6) (112)
    Fair value accounting of commodity derivatives and certain gas contracts1 817 — 26 (153) (196) — 494
    Impact of exchange rate movements and inflationary adjustments on tax balances1 24 154 — — — (47) 131
    Other1 (59) (469) — (78) (45) (47) (697)
    Impact on Adjusted Earnings 407 19 (402) (631) (450) (102) (1,160)
    Impact on Adjusted Earnings attributable to non-controlling interest — — — — — — —
    Impact on Adjusted Earnings attributable to Shell plc shareholders 407 19 (402) (631) (450) (102) (1,160)

    1.For a detailed description, see the corresponding footnotes to the Q2 2025 identified items table above.

             Page 24

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                   
     
    Half year 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) (1) 158 (75) (17) 89 — 154
    Impairment reversals/(impairments) (26) (176) (1,059) (797) (102) — (2,159)
    Redundancy and restructuring (10) (69) (90) (49) (60) (7) (284)
    Fair value accounting of commodity derivatives and certain gas contracts1 (1,169) (31) 69 (205) 717 — (619)
    Other1,2 (129) (143) 33 158 24 (1,103) (1,161)
    Total identified items included in Income/(loss) before taxation (1,336) (261) (1,123) (908) 668 (1,111) (4,070)
    Less: Total identified items included in Taxation charge/(credit) (197) (443) (290) 48 167 (45) (761)
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) — 124 (56) (13) 77 — 131
    Impairment reversals/(impairments) (20) (169) (786) (860) (78) — (1,914)
    Redundancy and restructuring (6) (42) (65) (37) (44) (5) (200)
    Fair value accounting of commodity derivatives and certain gas contracts1 (985) (8) 50 (163) 529 — (576)
    Impact of exchange rate movements and inflationary adjustments on tax balances1 (17) 408 — — — 61 452
    Other1,2 (110) (131) 25 118 18 (1,122) (1,202)
    Impact on Adjusted Earnings (1,139) 182 (832) (956) 501 (1,066) (3,310)
    Impact on Adjusted Earnings attributable to non-controlling interest — — — 18 — — 18
    Impact on adjusted earnings attributable to Shell plc shareholders (1,139) 182 (832) (974) 501 (1,066) (3,328)

    1.For a detailed description, see the corresponding footnotes to the Q2 2025 identified items table above.

    2.Corporate includes reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income.

    The identified items categories above may include after-tax impacts of identified items of joint ventures and associates which are fully reported within “Share of profit/(loss) of joint ventures and associates” in the Consolidated Statement of Income, and fully reported as identified items included in Income/(loss) before taxation in the table above. Identified items related to subsidiaries are consolidated and reported across appropriate lines of the Consolidated Statement of Income.

    3. Earnings per share

                                       
     
    EARNINGS PER SHARE
    Quarters   Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    3,601    4,780    3,517    Income/(loss) attributable to Shell plc shareholders ($ million) 8,381    10,874   
               
          Weighted average number of shares used as the basis for determining:    
    5,947.9    6,033.5    6,355.4    Basic earnings per share (million) 5,990.5    6,397.7   
    6,004.7    6,087.8    6,417.6    Diluted earnings per share (million) 6,046.0    6,461.0   

             Page 25

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    4. Share capital

                           
     
    ISSUED AND FULLY PAID ORDINARY SHARES OF €0.07 EACH
      Number of shares   Nominal value
    ($ million)
    At January 1, 2025 6,115,031,158      510   
    Repurchases of shares (202,687,052)     (17)  
    At June 30, 2025 5,912,344,106      493   
    At January 1, 2024 6,524,109,049      544   
    Repurchases of shares (199,993,563)     (17)  
    At June 30, 2024 6,324,115,486      528   

    At Shell plc’s Annual General Meeting on May 20, 2025, the Board was authorised to allot ordinary shares in Shell plc, and to grant rights to subscribe for, or to convert, any security into ordinary shares in Shell plc, up to an aggregate nominal amount of approximately €140 million (representing approximately 2,007 million ordinary shares of €0.07 each), and to list such shares or rights on any stock exchange. This authority expires at the earlier of the close of business on August 19, 2026, or the end of the Annual General Meeting to be held in 2026, unless previously renewed, revoked or varied by Shell plc in a general meeting.

    5. Other reserves

                                             
     
    OTHER RESERVES
    $ million Merger reserve Share premium reserve Capital redemption reserve Share plan reserve Accumulated other comprehensive income Total
    At January 1, 2025 37,298    154    270    1,417    (19,373)   19,766   
    Other comprehensive income/(loss) attributable to Shell plc shareholders —    —    —    —    6,159    6,159   
    Transfer from other comprehensive income —    —    —    —    18    18   
    Repurchases of shares —    —    17    —    —    17   
    Share-based compensation —    —    —    (486)   —    (486)  
    At June 30, 2025 37,298    154    287    930    (13,196)   25,473   
    At January 1, 2024 37,298    154    236    1,308    (17,851)   21,145   
    Other comprehensive income/(loss) attributable to Shell plc shareholders —    —    —    —    (494)   (494)  
    Transfer from other comprehensive income —    —    —    —    170    170   
    Repurchases of shares —    —    17    —    —    17   
    Share-based compensation —    —    —    (213)   —    (213)  
    At June 30, 2024 37,298    154    253    1,095    (18,175)   20,625   

    The merger reserve and share premium reserve were established as a consequence of Shell plc (formerly Royal Dutch Shell plc) becoming the single parent company of Royal Dutch Petroleum Company and The “Shell” Transport and Trading Company, p.l.c., now The Shell Transport and Trading Company Limited, in 2005. The merger reserve increased in 2016 following the issuance of shares for the acquisition of BG Group plc. The capital redemption reserve was established in connection with repurchases of shares of Shell plc. The share plan reserve is in respect of equity-settled share-based compensation plans.

    6. Derivative financial instruments and debt excluding lease liabilities

    As disclosed in the Consolidated Financial Statements for the year ended December 31, 2024, presented in the Annual Report and Accounts and Form 20-F/A for that year, Shell is exposed to the risks of changes in fair value of its financial assets and liabilities. The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values at June 30, 2025, are consistent with those used in the year ended December 31, 2024, though the carrying amounts of derivative financial instruments have changed since that date.

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    The movement of the derivative financial instruments between December 31, 2024 and June 30, 2025, is a decrease of $230 million for the current assets and a decrease of $940 million for the current liabilities.

    The table below provides the comparison of the fair value with the carrying amount of debt excluding lease liabilities, disclosed in accordance with IFRS 7 Financial Instruments: Disclosures.

                     
     
    DEBT EXCLUDING LEASE LIABILITIES
    $ million June 30, 2025 December 31, 2024
    Carrying amount1 46,720    48,376   
    Fair value2 42,864    44,119   

    1.    Shell issued no debt under the US shelf or under the Euro medium-term note programmes since November 2021 and September 2020, respectively. The US shelf programme has lapsed and management aims to renew it during the second half of 2025.

    2.     Mainly determined from the prices quoted for these securities.

    7. Other notes to the unaudited Condensed Consolidated Interim Financial Statements

    Consolidated Statement of Income

    Interest and other income

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    326    302    (305)   Interest and other income/(expenses) 628    602   
          Of which:    
    559    481    616    Interest income 1,040    1,204   
    44    1    30    Dividend income (from investments in equity securities) 45    53   
    128    (127)   143    Net gains/(losses) on sales and revaluation of non-current assets and businesses 1    154   
    (447)   (137)   (1,169)   Net foreign exchange gains/(losses) on financing activities (584)   (1,103)  
    42    85    74    Other 127    293   

    Depreciation, depletion and amortisation

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    6,670    5,441    7,555    Depreciation, depletion and amortisation 12,111    13,436   
          Of which:    
    5,463 5,130 5,642 Depreciation 10,593    11,296   
    1,238 311 1,984 Impairments 1,549    2,365   
    (31) (1) (71) Impairment reversals (32)   (225)  

    Impairments recognised in the second quarter 2025 of $1,238 million pre-tax ($877 million post-tax) principally relate to Integrated Gas ($666 million) and Marketing ($399 million). Impairments recognised in Integrated Gas were triggered by lower commodity prices applied in impairment testing.

    Impairments recognised in the second quarter 2024 of $1,984 million pre-tax ($1,778 million post-tax) mainly relate to Marketing ($1,055 million), Chemicals and Products ($690 million) and Renewables and Energy Solutions ($141 million).

    Taxation charge/credit

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    2,332    4,083    3,754    Taxation charge/(credit) 6,415    7,358   
          Of which:    
    2,277 4,024 3,666 Income tax excluding Pillar Two income tax 6,301    7,192   
    55 59 88 Income tax related to Pillar Two income tax 113    167

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    As required by IAS 12 Income Taxes, Shell has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

    Consolidated Statement of Comprehensive Income

    Currency translation differences

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    4,127    1,711    698    Currency translation differences 5,837    (1,296)  
          Of which:    
    4,117 1,618 (406) Recognised in Other comprehensive income 5,736    (2,388)  
    9 92 1,104 (Gain)/loss reclassified to profit or loss 101    1,092

    Condensed Consolidated Balance Sheet

    Assets classified as held for sale

                     
     
    $ million    
      June 30, 2025 December 31, 2024
    Assets classified as held for sale 10,619    9,857   
    Liabilities directly associated with assets classified as held for sale 7,856    6,203   

    Assets classified as held for sale and associated liabilities at June 30, 2025, principally relate to Shell’s UK offshore oil and gas assets in Upstream and mining interests in Canada in Chemicals and Products. Upon completion of the sale, Shell’s UK offshore assets will be derecognised in exchange for a 50% interest in a newly formed joint venture.

    The major classes of assets and liabilities classified as held for sale at June 30, 2025, are Property, plant and equipment ($9,759 million; December 31, 2024: $8,283 million), Deferred tax liabilities ($3,312 million; December 31, 2024: $2,042 million) and Decommissioning and other provisions ($3,165 million; December 31, 2024: $3,053 million).

    Consolidated Statement of Cash Flows

    Cash flow from operating activities – Other

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    684    570    2,027    Other 1,254    2,536   

    ‘Cash flow from operating activities – Other’ for the second quarter 2025 includes $979 million of net inflows (first quarter 2025: $652 million net inflows; second quarter 2024: $620 million net inflows) due to the timing of payments relating to emission certificates and biofuel programmes in Europe and North America and $439 million in relation to reversal of currency exchange gains on Cash and cash equivalents (first quarter 2025: $255 million gains; second quarter 2024: $96 million losses). In addition, the second quarter 2024 includes $1,104 million inflow representing reversal of the non-cash recycling of currency translation losses from other comprehensive income.

    Dividends received from joint ventures and associates

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    2,361    523    792    Dividends received from joint ventures and associates 2,884    1,530   

    In the second quarter 2025, a cash dividend of $1,727 million was received from a joint venture in Upstream.

    Proceeds from sale of property, plant and equipment and businesses

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    (57)   559    710    Proceeds from sale of property, plant and equipment and businesses 502    1,033   

    In the second quarter 2025, Shell completed the sale of a business that held $216 million of cash and cash equivalents, that was agreed to be transferred in the sale, resulting in a cash outflow in ‘Proceeds from sale of property, plant and equipment and businesses’. Sales proceeds were received and recognised in the Consolidated statement of Cash Flows in the first quarter 2025.

    8. Reconciliation of Operating expenses and Total Debt

                                       
     
    RECONCILIATION OF OPERATING EXPENSES    
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    4,909    5,549    5,593    Production and manufacturing expenses 10,459    11,403   
    3,077    2,840    3,094    Selling, distribution and administrative expenses 5,917    6,069   
    278    185    263    Research and development 464    475   
    8,265    8,575    8,950    Operating expenses 16,840    17,947   
                                       
     
    RECONCILIATION OF TOTAL DEBT    
         
               
    June 30, 2025 March 31, 2025 June 30, 2024 $ million June 30, 2025 June 30, 2024
    10,457    11,391    10,849    Current debt 10,457    10,849   
    65,218    65,120    64,619    Non-current debt 65,218    64,619   
    75,675    76,511    75,468    Total debt 75,675    75,468   

    9. Post-balance sheet events

    On July 1, 2023, new pension legislation (“Wet Toekomst Pensioenen” (WTP)) came into effect in the Netherlands, with an expected implementation required prior to January 1, 2028. In July 2025, the Trustee Board of the Stichting Shell Pensioen Fonds (“SSPF”), Shell’s defined benefit pension fund in the Netherlands, formally accepted the transition plan to transition from a defined benefit pension fund to a defined contribution plan with effect from January 1, 2027, subject to the local funding level of the plan remaining above an agreed level (125%) during a predetermined transition period.

    In accordance with asset ceiling principles, in the third quarter 2025, Shell will recognise an adjustment to reduce the pension fund surplus (June 30, 2025: $5,521 million) to nil, and recognise a liability for a minimum funding requirement estimated at $750 million, resulting in a loss in Other Comprehensive Income. In addition, a net deferred tax liability of $1,617 million will be unwound, leading to an overall net post-tax loss of $4,654 million recognised in Other Comprehensive Income resulting in an increase in gearing of 0.4 percentage points. Subsequently, at the date of transition and settlement (expected December 31, 2026), the surplus at that date will be de-recognised, resulting in an identified loss in the Consolidated Statement of Income. The extent to which the funding level will meet the agreed 125% threshold is subject to uncertainty and the asset ceiling recognised will continue to be monitored in accordance with IAS 19 Employee Benefits.

             Page 29

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    ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

    A.Adjusted Earnings, Adjusted earnings before interest, taxes, depreciation and amortisation (“Adjusted EBITDA”) and Cash flow from operating activities

    The “Adjusted Earnings” measure aims to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. These items are in some cases driven by external factors and may, either individually or collectively, hinder the comparative understanding of Shell’s financial results from period to period. This measure excludes earnings attributable to non-controlling interest when presenting the total Shell Group result but includes these items when presenting individual segment Adjusted Earnings as set out in the table below.

    See Note 2 “Segment information” for the reconciliation of Adjusted Earnings.

    We define “Adjusted EBITDA” as “Income/(loss) for the period” adjusted for current cost of supplies; identified items; tax charge/(credit); depreciation, amortisation and depletion; exploration well write-offs and net interest expense. All items include the non-controlling interest component. Management uses this measure to evaluate Shell’s performance in the period and over time.

                                                   
     
    Q2 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Adjusted Earnings             4,264
    Add: Non-controlling interest             50
    Adjusted Earnings plus non-controlling interest 1,737 1,732 1,199 118 (9) (463) 4,314
    Add: Taxation charge/(credit) excluding tax impact of identified items 497 2,205 413 (103) 20 (217) 2,815
    Add: Depreciation, depletion and amortisation excluding impairments 1,585 2,353 557 872 90 6 5,463
    Add: Exploration well write-offs 3 203 — — — — 206
    Add: Interest expense excluding identified items 53 171 12 16 2 820 1,074
    Less: Interest income — 26 — 39 2 492 559
    Adjusted EBITDA 3,875 6,638 2,181 864 102 (346) 13,313
    Less: Current cost of supplies adjustment before taxation     104 333     436
    Joint ventures and associates (dividends received less profit) 92 1,542 161 70 10 — 1,876
    Derivative financial instruments 542 25 13 3 (66) 410 928
    Taxation paid (967) (1,948) (132) (87) (60) (238) (3,432)
    Other (265) (413) 533 471 142 (395) 74
    (Increase)/decrease in working capital 352 655 67 383 (128) (1,715) (386)
    Cash flow from operating activities 3,629 6,500 2,718 1,372 1 (2,283) 11,937
                                                   
     
    Q1 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Adjusted Earnings             5,577
    Add: Non-controlling interest             94
    Adjusted Earnings plus non-controlling interest 2,483 2,337 900 449 (42) (457) 5,670
    Add: Taxation charge/(credit) excluding tax impact of identified items 803 2,619 391 99 63 (191) 3,784
    Add: Depreciation, depletion and amortisation excluding impairments 1,404 2,213 566 852 90 6 5,130
    Add: Exploration well write-offs — 29 — — — — 28
    Add: Interest expense excluding identified items 51 200 12 14 2 841 1,119
    Less: Interest income 4 11 — 4 2 461 481
    Adjusted EBITDA 4,735 7,387 1,869 1,410 111 (261) 15,250
    Less: Current cost of supplies adjustment before taxation     52 (67)     (15)
    Joint ventures and associates (dividends received less profit) (286) (159) 203 54 10 — (178)
    Derivative financial instruments 542 14 10 (508) (169) 73 (38)
    Taxation paid (773) (1,999) (174) 63 52 (68) (2,900)
    Other (68) (386) 396 125 (17) (257) (206)
    (Increase)/decrease in working capital (687) (913) (344) (1,081) 380 (19) (2,663)
    Cash flow from operating activities 3,463 3,945 1,907 130 367 (531) 9,281

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    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                   
     
    Q2 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Adjusted Earnings             6,293
    Add: Non-controlling interest             122
    Adjusted Earnings plus non-controlling interest 2,675 2,336 1,082 1,085 (187) (576) 6,415
    Add: Taxation charge/(credit) excluding tax impact of identified items 940 2,312 359 297 (10) 49 3,947
    Add: Depreciation, depletion and amortisation excluding impairments 1,375 2,750 548 867 95 6 5,642
    Add: Exploration well write-offs 5 264 — — — — 269
    Add: Interest expense excluding identified items 44 166 10 23 1 904 1,149
    Less: Interest income — (1) — 30 (9) 595 616
    Adjusted EBITDA 5,039 7,829 1,999 2,242 (91) (213) 16,806
    Less: Current cost of supplies adjustment before taxation     74 59     133
    Joint ventures and associates (dividends received less profit) 96 (288) (54) 46 64 — (135)
    Derivative financial instruments (133) 9 7 304 607 (79) 713
    Taxation paid (1,039) (1,955) (17) (186) (138) (113) (3,448)
    Other (104) (341) (57) 263 180 20 (38)
    (Increase)/decrease in working capital 324 484 153 (361) 225 (1,083) (258)
    Cash flow from operating activities 4,183 5,739 1,958 2,249 847 (1,468) 13,508
                                                   
     
    Half year 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Adjusted Earnings             9,841
    Add: Non-controlling interest             144
    Adjusted Earnings plus non-controlling interest 4,220 4,068 2,100 567 (51) (920) 9,984
    Add: Taxation charge/(credit) excluding tax impact of identified items 1,299 4,824 804 (3) 83 (408) 6,599
    Add: Depreciation, depletion and amortisation excluding impairments 2,988 4,566 1,123 1,724 180 13 10,593
    Add: Exploration well write-offs 3 232 — — — — 234
    Add: Interest expense excluding identified items 104 371 24 29 4 1,661 2,193
    Less: Interest income 4 37 1 43 3 953 1,040
    Adjusted EBITDA 8,610 14,024 4,049 2,274 213 (607) 28,563
    Less: Current cost of supplies adjustment before taxation     156 266     422
    Joint ventures and associates (dividends received less profit) (194) 1,384 365 124 20 — 1,698
    Derivative financial instruments 1,084 39 23 (504) (235) 484 891
    Taxation paid (1,741) (3,946) (306) (24) (8) (306) (6,331)
    Other (332) (799) 928 597 126 (651) (132)
    (Increase)/decrease in working capital (335) (257) (277) (698) 252 (1,734) (3,049)
    Cash flow from operating activities 7,092 10,445 4,625 1,502 368 (2,814) 21,218
                                                   
     
    Half year 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Adjusted Earnings             14,027
    Add: Non-controlling interest             192
    Adjusted Earnings plus non-controlling interest 6,354 4,270 1,863 2,700 (24) (944) 14,219
    Add: Taxation charge/(credit) excluding tax impact of identified items 1,936 4,834 717 635 (9) (42) 8,071
    Add: Depreciation, depletion and amortisation excluding impairments 2,785 5,477 1,084 1,737 201 12 11,296
    Add: Exploration well write-offs 13 811 — — — — 823
    Add: Interest expense excluding identified items 87 335 22 40 2 1,825 2,312
    Less: Interest income — 9 — 44 (5) 1,155 1,204
    Adjusted EBITDA 11,175 15,717 3,686 5,068 175 (304) 35,517
    Less: Current cost of supplies adjustment before taxation     (79) (148)     (227)
    Joint ventures and associates (dividends received less profit) (101) (834) 38 102 78 — (717)
    Derivative financial instruments (1,213) 5 (32) (98) 2,585 (228) 1,019
    Taxation paid (1,506) (3,757) (191) (205) (382) (23) (6,064)
    Other (59) (572) 337 (115) 151 124 (135)
    (Increase)/decrease in working capital 599 905 (639) (3,000) 706 (1,581) (3,010)
    Cash flow from operating activities 8,895 11,466 3,277 1,900 3,313 (2,013) 26,838

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    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    Identified items

    The objective of identified items is to remove material impacts on net income/loss arising from transactions which are generally uncontrollable and unusual (infrequent or non-recurring) in nature or giving rise to a mismatch between accounting and economic results, or certain transactions that are generally excluded from underlying results in the industry.

    Identified items comprise: divestment gains and losses, impairments and impairment reversals, redundancy and restructuring, fair value accounting of commodity derivatives and certain gas contracts that gives rise to a mismatch between accounting and economic results, the impact of exchange rate movements and inflationary adjustments on certain deferred tax balances, and other items.

    See Note 2 “Segment information” for details.

    B.    Adjusted Earnings per share

    Adjusted Earnings per share is calculated as Adjusted Earnings (see Reference A), divided by the weighted average number of shares used as the basis for basic earnings per share (see Note 3).

    C.    Cash capital expenditure

    Cash capital expenditure represents cash spent on maintaining and developing assets as well as on investments in the period. Management regularly monitors this measure as a key lever to delivering sustainable cash flows. Cash capital expenditure is the sum of the following lines from the Consolidated Statement of Cash Flows: Capital expenditure, Investments in joint ventures and associates and Investments in equity securities.

    See Note 2 “Segment information” for the reconciliation of cash capital expenditure.

    D.    Capital employed and Return on average capital employed

    Return on average capital employed (“ROACE”) measures the efficiency of Shell’s utilisation of the capital that it employs.

    The measure refers to Capital employed which consists of total equity, current debt, and non-current debt reduced by cash and cash equivalents.

    In this calculation, the sum of Adjusted Earnings (see Reference A) plus non-controlling interest (NCI) excluding identified items for the current and previous three quarters, adjusted for after-tax interest expense and after-tax interest income, is expressed as a percentage of the average capital employed excluding cash and cash equivalents for the same period.

                           
     
    $ million Quarters
      Q2 2025 Q1 2025 Q2 2024
    Current debt 10,849 11,046 12,114
    Non-current debt 64,619 68,886 72,252
    Total equity 187,190 188,304 192,094
    Less: Cash and cash equivalents (38,148) (39,949) (45,094)
    Capital employed – opening 224,511 228,286 231,366
    Current debt 10,457 11,391 10,849
    Non-current debt 65,218 65,120 64,619
    Total equity 183,088 180,670 187,190
    Less: Cash and cash equivalents (32,682) (35,601) (38,148)
    Capital employed – closing 226,081 221,580 224,511
    Capital employed – average 225,296 224,933 227,939

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    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                           
     
    $ million Quarters
      Q2 2025 Q1 2025 Q2 2024
    Adjusted Earnings – current and previous three quarters (Reference A) 19,529 21,558 27,558
    Add: Income/(loss) attributable to NCI – current and previous three quarters 351 441 409
    Add: Current cost of supplies adjustment attributable to NCI – current and previous three quarters 25 25 (25)
    Less: Identified items attributable to NCI (Reference A) – current and previous three quarters 0 18 7
    Adjusted Earnings plus NCI excluding identified items – current and previous three quarters 19,904 22,005 27,935
    Add: Interest expense after tax – current and previous three quarters 2,577 2,639 2,650
    Less: Interest income after tax on cash and cash equivalents – current and previous three quarters 1,206 1,329 1,395
    Adjusted Earnings plus NCI excluding identified items before interest expense and interest income – current and previous three quarters 21,274 23,315 29,190
    Capital employed – average 225,296 224,933 227,939
    ROACE on an Adjusted Earnings plus NCI basis 9.4% 10.4% 12.8%

    E.    Net debt and gearing

    Net debt is defined as the sum of current and non-current debt, less cash and cash equivalents, adjusted for the fair value of derivative financial instruments used to hedge foreign exchange and interest rate risk relating to debt, and associated collateral balances. Management considers this adjustment useful because it reduces the volatility of net debt caused by fluctuations in foreign exchange and interest rates, and eliminates the potential impact of related collateral payments or receipts. Debt-related derivative financial instruments are a subset of the derivative financial instrument assets and liabilities presented on the balance sheet. Collateral balances are reported under “Trade and other receivables” or “Trade and other payables” as appropriate.

    Gearing is a measure of Shell’s capital structure and is defined as net debt (total debt less cash and cash equivalents) as a percentage of total capital (net debt plus total equity).

                           
     
    $ million  
      June 30, 2025 March 31, 2025 June 30, 2024
    Current debt 10,457    11,391    10,849   
    Non-current debt 65,218    65,120    64,619   
    Total debt 75,675    76,511    75,468   
    Of which: Lease liabilities 28,955    28,488    25,600   
    Add: Debt-related derivative financial instruments: net liability/(asset) 589    1,905    2,460   
    Add: Collateral on debt-related derivatives: net liability/(asset) (366)   (1,295)   (1,466)  
    Less: Cash and cash equivalents (32,682)   (35,601)   (38,148)  
    Net debt 43,216    41,521    38,314   
    Total equity 183,088    180,670    187,190   
    Total capital 226,304    222,190    225,505   
    Gearing 19.1  % 18.7  % 17.0  %

    F.    Operating expenses and Underlying operating expenses

    Operating expenses

    Operating expenses is a measure of Shell’s cost management performance, comprising the following items from the Consolidated Statement of Income: production and manufacturing expenses; selling, distribution and administrative expenses; and research and development expenses.

             Page 33

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                                   
       
    Q2 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Production and manufacturing expenses 899 1,940 179 1,459 431 — 4,909
    Selling, distribution and administrative expenses 30 43 2,319 441 138 106 3,077
    Research and development 36 71 49 38 23 61 278
    Operating expenses 965 2,055 2,547 1,939 592 168 8,265
                                                   
       
    Q1 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Production and manufacturing expenses 947 2,139 349 1,621 486 8 5,549
    Selling, distribution and administrative expenses 38 42 2,053 442 153 111 2,840
    Research and development 22 32 42 25 21 43 185
    Operating expenses 1,006 2,213 2,444 2,088 661 162 8,575
                                                   
       
    Q2 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Production and manufacturing expenses 1,050 2,219 320 1,573 422 10 5,593
    Selling, distribution and administrative expenses 64 62 2,295 293 279 101 3,094
    Research and development 32 61 47 37 24 62 263
    Operating expenses 1,146 2,341 2,662 1,902 725 173 8,950
                                                   
       
    Half year 2025 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Production and manufacturing expenses 1,846 4,079 528 3,080 916 8 10,459
    Selling, distribution and administrative expenses 67 85 4,371 884 292 218 5,917
    Research and development 57 103 92 63 44 104 464
    Operating expenses 1,971 4,268 4,991 4,027 1,253 330 16,840
                                                   
       
    Half year 2024 $ million
      Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate Total
    Production and manufacturing expenses 2,006 4,487 685 3,207 1,001 16 11,403
    Selling, distribution and administrative expenses 126 120 4,483 713 437 190 6,069
    Research and development 58 119 81 71 36 111 475
    Operating expenses 2,190 4,726 5,249 3,990 1,475 317 17,947

    Underlying operating expenses

    Underlying operating expenses is a measure aimed at facilitating a comparative understanding of performance from period to period by removing the effects of identified items, which, either individually or collectively, can cause volatility, in some cases driven by external factors.

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    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                       
         
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    8,265    8,575    8,950    Operating expenses 16,840    17,947   
    (119)   (44)   (210)   Redundancy and restructuring (charges)/reversal (162)   (283)  
    (1)   (101)   (212)   (Provisions)/reversal (102)   (212)  
    —    23    123    Other 23    252   
    (120)   (121)   (299)   Total identified items (241)   (242)  
    8,145    8,453    8,651    Underlying operating expenses 16,598    17,704   

    G.    Free cash flow and Organic free cash flow

    Free cash flow is used to evaluate cash available for financing activities, including dividend payments and debt servicing, after investment in maintaining and growing the business. It is defined as the sum of “Cash flow from operating activities” and “Cash flow from investing activities”.

    Cash flows from acquisition and divestment activities are removed from Free cash flow to arrive at the Organic free cash flow, a measure used by management to evaluate the generation of free cash flow without these activities.

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    11,937    9,281    13,508    Cash flow from operating activities 21,218    26,838   
    (5,406)   (3,959)   (3,338)   Cash flow from investing activities (9,365)   (6,866)  
    6,531    5,322    10,170    Free cash flow 11,853    19,972   
    (36)   597    769    Less: Divestment proceeds (Reference I) 560    1,794   
    98    45    —    Add: Tax paid on divestments (reported under “Other investing cash outflows”) 143    —   
    792    130    189    Add: Cash outflows related to inorganic capital expenditure1 921    251   
    7,458    4,899    9,590    Organic free cash flow2 12,357    18,429   

    1.Cash outflows related to inorganic capital expenditure includes portfolio actions which expand Shell’s activities through acquisitions and restructuring activities as reported in capital expenditure lines in the Consolidated Statement of Cash Flows.

    2.Free cash flow less divestment proceeds, adding back outflows related to inorganic expenditure.

    H.    Cash flow from operating activities excluding working capital movements

    Working capital movements are defined as the sum of the following items in the Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease in current receivables, and (iii) increase/(decrease) in current payables.

    Cash flow from operating activities excluding working capital movements is a measure used by Shell to analyse its operating cash generation over time excluding the timing effects of changes in inventories and operating receivables and payables from period to period.

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    11,937    9,281    13,508    Cash flow from operating activities 21,218    26,838   
    (27)   854    (954)   (Increase)/decrease in inventories 827    (1,562)  
    3,635    (2,610)   1,965    (Increase)/decrease in current receivables 1,025    1,770   
    (3,994)   (907)   (1,269)   Increase/(decrease) in current payables (4,901)   (3,218)  
    (386)   (2,663)   (258)   (Increase)/decrease in working capital (3,049)   (3,010)  
    12,323    11,944    13,766    Cash flow from operating activities excluding working capital movements 24,267    29,848   

    I.    Divestment proceeds

    Divestment proceeds represent cash received from divestment activities in the period. Management regularly monitors this measure as a key lever to deliver free cash flow.

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

                                       
     
    Quarters $ million Half year
    Q2 2025 Q1 2025 Q2 2024   2025 2024
    (57)   559 710 Proceeds from sale of property, plant and equipment and businesses 502 1,033
    1    33 57 Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans 34 190
    19    5 2 Proceeds from sale of equity securities 24 570
    (36)   597 769 Divestment proceeds 560 1,794

    J.    Structural cost reduction

    The structural cost reduction target is used for the purpose of demonstrating how management drives cost discipline across the entire organisation, simplifying our processes and portfolio, and streamlining the way we work.

    Structural cost reduction describes the decrease in underlying operating expenses (see Reference F above) as a result of operational efficiencies, divestments, workforce reductions and other cost-saving measures that are expected to be sustainable compared with 2022 levels.

    The total change between periods in underlying operating expenses will reflect both structural cost reductions and other changes in spend, including market factors, such as inflation and foreign exchange impacts, as well as changes in activity levels and costs associated with new operations.

    Structural cost reductions are stewarded internally to support management’s oversight of spending over time. The 2028 target reflects annualised saving achieved by end-2028.

               
       
      $ million
    Structural cost reduction up to second quarter 2025 compared with 2022 levels (3,905)  
       
    Underlying operating expenses 2024 35,707
    Underlying operating expenses 2022 39,456
    Total decrease in Underlying operating expenses (3,749)  
    Of which:  
    Structural cost reductions (3,119)  
    Change in Underlying operating expenses excluding structural cost reduction (630)  
       
    Underlying operating expenses first half 2025 16,598
    Underlying operating expenses first half 2024 17,704   
    Total decrease in Underlying operating expenses (1,106)  
    Of which:  
    Structural cost reductions (786)  
    Change in Underlying operating expenses excluding structural cost reduction (320)  

             Page 36

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    PRINCIPAL RISKS AND UNCERTAINTIES

    The principal risks and uncertainties affecting Shell are described in the Risk management and risk factors section of the Annual Report and Accounts (pages 134 to 144) and Form 20-F (pages 25 to 34) for the year ended December 31, 2024 and are summarised below. There are no material changes expected in those Risk Factors for the remaining six months of the financial year.

    1.Portfolio risks

    We are exposed to risks that could adversely affect the resilience of our overall portfolio of businesses. These include external risks such as macroeconomic risks, including fluctuating commodity prices and competitive forces. Our future performance depends on the successful development and deployment of new technologies that provide new products and solutions. In addition, our future hydrocarbon production depends on the delivery of integrated projects and our ability to replace proved oil and gas reserves. Many of our major projects and operations are conducted in joint arrangements or with associates. This could reduce our degree of control and our ability to identify and manage risks.

    2.Climate change and the energy transition

    Rising concerns about climate change and the effects of the energy transition pose multiple risks to Shell, including declines in the demand for and prices of our products, commercial risks from growing our low-carbon business, and adverse litigation and regulatory developments. The physical impacts of climate change could also adversely affect our assets and supply chains.

    3.Country risks

    We operate in more than 70 countries which have differing degrees of political, legal and fiscal stability. This has exposed, and could expose, us to a wide range of political developments that could result in changes to contractual terms, laws and regulations.

    4.Financial risks

    We are exposed to treasury risks, including liquidity risk, interest rate risk, foreign exchange risk and credit risk. We are affected by the global macroeconomic environment and the conditions of financial markets. These, and changes to certain demographic factors, also impact our pension assets and liabilities.

    5.Trading risks

    We are exposed to market, regulatory and conduct risks in our trading operations.

    6.Health, safety, security and the environment

    The nature of our operations exposes us, and the communities in which we work, to a wide range of health, safety, security and environment risks.

    7.Information technology and cybersecurity risks

    We rely heavily on information technology systems in our operations.

    8.Litigation and regulatory compliance

    Violations of laws carry fines and could expose us and/or our employees to criminal sanctions and civil suits. We have faced, and could also face, the risk of litigation and disputes worldwide.

    9.Reputation and risks to our licence to operate

    An erosion of our business reputation could have a material adverse effect on our brand, on our ability to secure new hydrocarbon or low-carbon opportunities, to access capital markets, and to attract and retain people, and on our licence to operate.

    10.Our people and culture

    The successful delivery of our strategy is dependent on our people and on a culture that aligns to our goals and reflects the changes we need to make as part of the energy transition.

    11.Other (generally applicable to an investment in securities)

    The Company’s Articles of Association determine the jurisdiction for shareholder disputes. This could limit shareholder remedies.

             Page 37

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    2025 PORTFOLIO DEVELOPMENTS

    Integrated Gas

    In March 2025, we completed the previously announced acquisition of 100% of the shares in Pavilion Energy Pte. Ltd. (Pavilion Energy). Pavilion Energy, headquartered in Singapore, operates a global LNG trading business with contracted supply volume of approximately 6.5 million tonnes per annum (mtpa).

    In June 2025, we announced that the first cargo of liquefied natural gas (LNG) had left the LNG Canada facility on the west coast of Canada. Shell has a 40% working interest in the LNG Canada joint venture. Located in Kitimat, British Columbia, the facility will export LNG from two processing units or “trains” with a total capacity of 14 million tonnes per annum (mtpa).

    Upstream

    In January 2025, we announced the start of production at the Shell-operated Whale floating production facility in the Gulf of America. The Whale development is owned by Shell (60%, operator) and Chevron U.S.A. Inc. (40%).

    In February 2025, we announced production restart at the Penguins field in the UK North Sea with a modern floating, production, storage and offloading (FPSO) facility (Shell 50%, operator; NEO Energy 50%). The previous export route for this field was via the Brent Charlie platform, which ceased production in 2021 and is being decommissioned.

    In March 2025, we completed the sale of SPDC to Renaissance, as announced in January 2024.

    In March 2025, we announced the Final Investment Decision (FID) for Gato do Mato, a deep-water project in the pre-salt area of the Santos Basin, offshore Brazil. The Gato do Mato Consortium includes Shell (operator, 50%), Ecopetrol (30%), TotalEnergies (20%) and Pré-Sal Petróleo S.A. (PPSA) acting as the manager of the production sharing contract (PSC).

    In May 2025, we completed the previously announced agreement to increase our working interest in the Shell-operated Ursa platform in the Gulf of America from 45.39% to 61.35%.

    In May 2025, we announced the start of production at the floating production storage and offloading facility (FPSO) Alexandre de Gusmão in the Mero field in the Santos Basin offshore Brazil. The unitized Mero field is operated by Petrobras (38.6%), in partnership with Shell Brasil (19.3%), TotalEnergies (19.3%), CNPC (9.65%), CNOOC (9.65%) and Pré-Sal Petróleo S.A. (PPSA) (3.5%) representing the Government in the non-contracted area.

    In May 2025, we signed an agreement to acquire a 12.5% interest in the OML 118 Production Sharing Contract (OML 118 PSC) from TotalEnergies EP Nigeria Limited. Upon completion, Shell’s working interest in the OML 118 PSC is expected to increase from 55% to a maximum of 67.5%.

    Chemicals and Products

    In January 2025, CNOOC and Shell Petrochemicals Company Limited (CSPC), a 50:50 joint venture between Shell and CNOOC Petrochemicals Investment Ltd, took an FID to expand its petrochemical complex in Daya Bay, Huizhou, south China.

    In April 2025, we completed the previously announced sale of our Energy and Chemicals Park in Singapore to CAPGC Pte. Ltd. (CAPGC), a joint venture between Chandra Asri Capital Pte. Ltd. and Glencore Asian Holdings Pte. Ltd.

    In April 2025, we agreed to sell our 16.125% interest in Colonial Enterprises, Inc. (“Colonial”) to Colossus AcquireCo LLC, a wholly owned subsidiary of Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”), for $1.45 billion. The transaction is subject to regulatory approvals and is expected to close in the fourth quarter of 2025.

    Renewables and Energy Solutions

    In January 2025, we completed the previously announced acquisition of a 100% equity stake in RISEC Holdings, LLC, which owns a 609-megawatt (MW) two-unit combined-cycle gas turbine power plant in Rhode Island, USA.

             Page 38

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    RESPONSIBILITY STATEMENT

    It is confirmed that to the best of our knowledge: (a) the unaudited Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and as adopted by the UK; (b) the interim management report includes a fair review of the information required by Disclosure Guidance and Transparency Rule (DTR) 4.2.7R (indication of important events during the first six months of the financial year, and their impact on the unaudited Condensed Consolidated Interim Financial Statements, and description of principal risks and uncertainties for the remaining six months of the financial year); and (c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes thereto).

    The Directors of Shell plc are shown on pages 152 to 155 in the Annual Report and Accounts for the year ended December 31, 2024.

    On behalf of the Board

                                 
    Wael Sawan   Sinead Gorman    
    Chief Executive Officer   Chief Financial Officer    
    July 31, 2025   July 31, 2025    

             Page 39

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    INDEPENDENT REVIEW REPORT TO SHELL PLC

    Conclusion

    We have been engaged by Shell plc to review the Condensed Consolidated Interim Financial Statements (“Interim Statements”) and half year unaudited results (“half-yearly financial report”) for the six months ended June 30, 2025, which comprise the Consolidated Statement of Income, the Consolidated Statement of Comprehensive Income, the Condensed Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and Notes 1 to 9. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the Interim Statements.

    Based on our review, nothing has come to our attention that causes us to believe that the Interim Statements in the half-yearly financial report for the six months ended June 30, 2025 are not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

    Basis for Conclusion

    We conducted our review in accordance with International Standard on Review Engagements (“ISRE”) 2410 (UK), “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” (ISRE) issued by the Financial Reporting Council. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

    As disclosed in Note 1, Shell’s annual financial statements are prepared in accordance with UK adopted international accounting standards. The Interim Statements included in the half-yearly financial report have been prepared in accordance with UK adopted International Accounting Standard 34 “Interim Financial Reporting”.

    Conclusions Relating to Going Concern

    Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis of Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.

    This conclusion is based on the review procedures performed in accordance with this ISRE, however future events or conditions may cause the entity to cease to continue as a going concern.

    Responsibilities of the Directors

    The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

    In preparing the half-yearly financial report, the Directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

    Auditor’s Responsibilities for the review of the financial information

    In reviewing the half-yearly financial report, we are responsible for expressing to Shell plc a conclusion on the Interim Statements in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

    Use of our report

    This report is made solely to Shell plc in accordance with guidance contained in the International Standard on Review Engagements 2410 (UK) “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Financial Reporting Council. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Shell plc, for our work, for this report, or for the conclusions we have formed.

    Ernst & Young LLP

    London

    July 31, 2025

             Page 40

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    CAUTIONARY STATEMENT

    All amounts shown throughout this Unaudited Condensed Interim Financial Report are unaudited. All peak production figures in Portfolio Developments are quoted at 100% expected production. The numbers presented throughout this Unaudited Condensed Interim Financial Report may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

    The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this Unaudited Condensed Interim Financial Report, “Shell”, “Shell Group” and “Group” are sometimes used for convenience to reference Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this Unaudited Condensed Interim Financial Report, refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

    Forward-Looking statements

    This Unaudited Condensed Interim Financial Report contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; “aspire”, “aspiration”, ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; “desire”; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; “vision”; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this Unaudited Condensed Interim Financial Report, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks, including climate change; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including tariffs and regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, regional conflicts, such as the Russia-Ukraine war and the conflict in the Middle East, and a significant cyber security, data privacy or IT incident; (n) the pace of the energy transition; and (o) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this Unaudited Condensed Interim Financial Report are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F and amendment thereto for the year ended December 31, 2024 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this Unaudited Condensed Interim Financial Report and should be considered by the reader. Each forward-looking statement speaks only as of the date of this Unaudited Condensed Interim Financial Report, July 31, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Unaudited Condensed Interim Financial Report.

    Shell’s net carbon intensity

    Also, in this Unaudited Condensed Interim Financial Report we may refer to Shell’s “net carbon intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “net carbon intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

    Shell’s net-zero emissions target

    Shell’s operating plan and outlook are forecasted for a three-year period and ten-year period, respectively, and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next three and ten years. Accordingly, the outlook reflects our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plan and outlook cannot reflect our 2050 net-zero emissions target, as this target is outside our planning period. Such future operating plans and outlooks could include changes to our portfolio, efficiency improvements and the use of carbon capture and storage and carbon credits. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans and outlooks to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

    Forward-Looking non-GAAP measures

    This Unaudited Condensed Interim Financial Report may contain certain forward-looking non-GAAP measures such as cash capital expenditure and Adjusted Earnings. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

    The contents of websites referred to in this Unaudited Condensed Interim Financial Report do not form part of this Unaudited Condensed Interim Financial Report.

             Page 41

    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    We may have used certain terms, such as resources, in this Unaudited Condensed Interim Financial Report that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F and any amendment thereto, File No 1-32575, available on the SEC website www.sec.gov.

    This announcement contains inside information.

    July 31, 2025

         
    The information in this Unaudited Condensed Interim Financial Report reflects the unaudited consolidated financial position and results of Shell plc. Company No. 4366849, Registered Office: Shell Centre, London, SE1 7NA, England, UK.

    Contacts:

    – Sean Ashley, Company Secretary

    – Media: International +44 (0) 207 934 5550; U.S. and Canada: https://www.shell.us/about-us/news-and-insights/media/submit-an-inquiry.html

    LEI number of Shell plc: 21380068P1DRHMJ8KU70

    Classification: Half yearly financial reports and audit reports / limited reviews; Inside Information

             Page 42

    The MIL Network –

  • MIL-OSI: Shell plc publishes second quarter 2025 press release

    Source: GlobeNewswire (MIL-OSI)

    London, July 31, 2025

    “Shell generated robust cash flows reflecting strong operational performance in a less favourable macro environment​. We continued to deliver on our strategy by enhancing our deep-water portfolio in Nigeria and Brazil, and achieved a key milestone by shipping the first cargo from LNG Canada.

    Our continued focus on performance, discipline and simplification helped deliver $3.9 billion of structural cost reductions since 2022, with the majority delivered through non-portfolio actions. This focus enables us to commence another $3.5 billion of buybacks for the next three months, the 15th consecutive quarter of at least $3 billion in buybacks.”

    Shell plc Chief Executive Officer, Wael Sawan

    ROBUST CASH GENERATION; STRONG OPERATIONAL PERFORMANCE

    • Adjusted Earnings1 of $4.3 billion despite lower trading contribution in a weaker margin environment.
    • Robust CFFO of $11.9 billion, supported by strong operational performance, enables commencement of another $3.5 billion share buyback programme for the next three months.
    • Strong balance sheet, with gearing of 19%. 2025 cash capex outlook unchanged at $20 – 22 billion. Total shareholder distributions paid over the last 4 quarters were 46% of CFFO.
    • Achieved $0.8 billion of structural cost reductions in the first half of 2025, of which $0.5 billion is through non-portfolio actions; cumulative reductions since 2022 are $3.9 billion, against CMD25 target of $5 – 7 billion by end of 2028.
    • First cargo shipped from LNG Canada, strengthening our leading LNG position and supporting our ambition to achieve LNG sales cumulative annual growth rate of 4 – 5% to 2030.
    • Further enhanced peer-leading deep-water position with start-up of Mero-4 (Brazil) and announced increase of interests in Gato do Mato (Brazil) and Bonga (Nigeria); continued to high-grade Downstream and R&ES portfolio.
    $ million1 Adj. Earnings Adj. EBITDA CFFO Cash capex
    Integrated Gas 1,737 3,875 3,629 1,196
    Upstream 1,732 6,638 6,500 2,826
    Marketing 1,199 2,181 2,718 429
    Chemicals & Products2 118 864 1,372 775
    Renewables & Energy Solutions (R&ES) (9) 102 1 555
    Corporate (463) (346) (2,283) 36
    Less: Non-controlling interest (NCI) 50      
    Shell Q2 2025 4,264 13,313 11,937 5,817
    Q1 2025 5,577 15,250 9,281 4,175

    1Income/(loss) attributable to shareholders for Q2 2025 is $3.6 billion. Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.
    2Chemicals & Products Adjusted Earnings at a subsegment level are as follows – Chemicals $(0.2) billion and Products $0.3 billion.

    • CFFO excluding working capital of $12.3 billion is helped by derivative inflows and JV dividends received.
    • Working capital outflow of $0.4 billion reflects a reduction in JV deposits. $1.7 billion of the JV dividends received were previously held in deposit in the Corporate segment.
    • Net debt excluding leases is $14.3 billion.
    $ billion1 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025
    Working capital (0.3) 2.7 2.4 (2.7) (0.4)
    Divestment proceeds 0.8 0.2 0.8 0.6 (0.0)
    Free cash flow 10.2 10.8 8.7 5.3 6.5
    Net debt 38.3 35.2 38.8 41.5 43.2

    1Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.

    Q2 2025 FINANCIAL PERFORMANCE DRIVERS

    INTEGRATED GAS

    Key data Q1 2025 Q2 2025 Q3 2025 outlook
    Realised liquids price ($/bbl) 64 60 —
    Realised gas price ($/thousand scf) 7.4 7.2 —
    Production (kboe/d) 927 913 910 – 970
    LNG liquefaction volumes (MT) 6.6 6.7 6.7 – 7.3
    LNG sales volumes (MT) 16.5 17.8 —
    • Adjusted Earnings were lower than in Q1 2025, reflecting lower prices and significantly lower trading and optimisation results.

    UPSTREAM

    Key data Q1 2025 Q2 2025 Q3 2025 outlook
    Realised liquids price ($/bbl) 71 64 —
    Realised gas price ($/thousand scf) 7.4 6.9 —
    Liquids production (kboe/d) 1,335 1,334 —
    Gas production (million scf/d) 3,020 2,310 —
    Total production (kboe/d) 1,855 1,732 1,700 – 1,900
    • Adjusted Earnings were lower than in Q1 2025, reflecting lower prices.

    MARKETING

    Key data Q1 2025 Q2 2025 Q3 2025 outlook
    Marketing sales volumes (kb/d) 2,674 2,813 2,600 – 3,100
    Mobility (kb/d) 1,964 2,044 —
    Lubricants (kb/d) 87 85 —
    Sectors & Decarbonisation (kb/d) 623 684 —
    • Adjusted Earnings were higher than in Q1 2025, driven mainly by improved Mobility unit margins and seasonally higher volumes.

    CHEMICALS & PRODUCTS

    Key data Q1 2025 Q2 2025 Q3 2025 outlook
    Refinery processing intake (kb/d) 1,362 1,156 —
    Chemicals sales volumes (kT) 2,813 2,164 —
    Refinery utilisation (%) 85 94 88 – 96
    Chemicals manufacturing plant utilisation (%) 81 72 78 – 86
    Indicative refining margin (Updated1 $/bbl) 6.2 8.9 —
    Indicative chemical margin (Updated1 $/t) 126 166 —

    1Q2 2025 indicative margins reflect the divestment of Singapore Energy and Chemicals (E&C) Park.
    Q2 2025 indicative margins if including Singapore E&C Park would have been: Refining – 7.5$/bbl, Chemicals – 143$/t.

    • Adjusted Earnings were lower than in Q1 2025 with significantly lower trading and optimisation results, reflecting a disconnect between market volatility and supply-demand fundamentals. Chemicals results were impacted by unplanned downtime and a continued weak margin environment.

    RENEWABLES & ENERGY SOLUTIONS

    Key data Q1 2025 Q2 2025
    External power sales (TWh) 76 70
    Sales of pipeline gas to end-use customers (TWh) 184 132
    Renewables power generation capacity (GW)* 7.5 7.6
    • in operation (GW)
    		 3.5 3.9
    • under construction and/or committed for sale (GW)
    		 4.0 3.8

    *Excludes Shell’s equity share of associates where information cannot be obtained.

    • Adjusted Earnings were in line with Q1 2025 with seasonally lower trading and marketing margins, offset by lower opex.

    Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions. It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

    CORPORATE

    Key data Q1 2025 Q2 2025 Q3 2025 outlook
    Adjusted Earnings ($ billion) (0.5) (0.5) (0.7) – (0.5)

    UPCOMING INVESTOR EVENTS

    October 30, 2025 Third quarter 2025 results and dividends

    USEFUL LINKS

    Results materials Q2 2025
    Quarterly Databook Q2 2025
    Webcast registration Q2 2025
    Dividend announcement Q2 2025
    Capital Markets Day 2025 materials

    ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

    This announcement includes certain measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (GAAP) such as IFRS, including Adjusted Earnings, Adjusted EBITDA, CFFO excluding working capital movements, free cash flow, Divestment proceeds and Net debt. This information, along with comparable GAAP measures, is useful to investors because it provides a basis for measuring Shell plc’s operating performance and ability to retire debt and invest in new business opportunities. Shell plc’s management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating the business performance.

    This announcement may contain certain forward-looking non-GAAP measures such as Adjusted Earnings and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile the non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of the company, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are estimated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

    CAUTIONARY STATEMENT

    The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement, “Shell”, “Shell Group” and “Group” are sometimes used for convenience to reference Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. “Subsidiaries”, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

    This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; “anticipate”; “aspire”; “aspiration”; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; “desire”; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; “vision”; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks, including climate change; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including tariffs and regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, regional conflicts, such as the Russia-Ukraine war and the conflict in the Middle East, and a significant cyber security, data privacy or IT incident; (n) the pace of the energy transition; and (o) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F and amendment thereto for the year ended December 31, 2024 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, July 31, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

    All amounts shown throughout this announcement are unaudited. The numbers presented throughout this announcement may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

    Shell’s Net Carbon Intensity

    Also, in this  announcement, we may refer to Shell’s “net carbon intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “net carbon intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

    Shell’s Net-Zero Emissions Target

    Shell’s operating plan and outlook are forecasted for a three-year period and ten-year period, respectively, and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next three and ten years. Accordingly, the outlook reflects our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plan and outlook cannot reflect our 2050 net-zero emissions target, as this target is outside our planning period. Such future operating plans and outlooks could include changes to our portfolio, efficiency improvements and the use of carbon capture and storage and carbon credits. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans and outlooks to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

    The content of websites referred to in this announcement does not form part of this announcement.

    We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F and any amendment thereto, File No 1-32575, available on the SEC website www.sec.gov.

    The financial information presented in this announcement does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (the “Act”). Statutory accounts for the year ended December 31, 2024 were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act.

    The information in this announcement does not constitute the unaudited condensed consolidated financial statements which are contained in Shell’s second quarter 2025 unaudited results available on www.shell.com/investors.

    CONTACTS

    • Media: International +44 207 934 5550; U.S. and Canada: Contact form

    The MIL Network –

  • MIL-Evening Report: Espionage cost Australia $12.5 billion in 2023-24, ASIO boss Mike Burgess says

    Source: The Conversation (Au and NZ) – By Michelle Grattan, Professorial Fellow, University of Canberra

    Espionage cost Australia $12.5 billion in 2023-24, according to a study by ASIO and the Australian Institute of Criminology.

    The figure includes the direct costs of known espionage incidents, including state-sponsored theft of intellectual property, as well as the indirect costs of countering and responding.

    Details of the Cost of Espionage report were released by the head of ASIO, Mike Burgess, in delivering the annual Hawke Lecture on Thursday night. Espionage is defined as “the theft of Australian information by another country that is seeking an advantage over Australia”.

    Burgess said the Institute estimated foreign cyber spies stole nearly $2 billion from Australian companies and businesses in trade secrets and intellectual property in 2023-24.

    In one instance, spies hacked into a major Australian exporters computer network, stealing commercially sensitive information.

    “The theft gave the foreign country a significant advantage in subsequent contract negotiations, costing Australia hundreds of millions of dollars.”

    Burgess pointed to another espionage incident several years ago when an overseas delegation visited a sensitive Australian horticultural facility.

    A delegation member entered a restricted area and photographed a rare, valuable variety of fruit tree. A staff member intervened and deleted the image but it later turned out several of the tree’s branches had been stolen and smuggled out of Australia.

    “Almost certainly, the stolen plant material allowed scientists in the other country to reverse engineer and replicate two decades of Australian research and development.”

    In another instance, an Australian defence contractor invented and sold a world-leading innovation.

    At first sales boomed but then they collapsed, and “customers began flooding the company’s repair centre with faulty products. While the returns looked genuine, closer examination revealed they were cheap and nasty knock offs.

    “An investigation uncovered what happened.

    “One year earlier, a company representative attended a defence industry event overseas and was approached by an enthusiastic local. She insisted on sharing some content via a USB, which was inserted into a company laptop. The USB infected the system with malware allowing hackers to steal the blueprints for the product.

    “Almost certainly, the ‘enthusiastic local’ worked for a foreign intelligence service. The blueprints were given to a state-owned enterprise which mass-produced the knock-offs and deprived the Australian company millions of dollars in lost revenue – the tangible cost of espionage.”

    Burgess said many entities do not realise their secrets have been stolen by espionage.

    He stressed the institute was deliberately conservative, only modelling costs it could confirm and calculate.

    “That means many of the most serious, significant and cascading costs of espionage are not included in the 12.5 billion dollar figure. The potential loss of strategic advantage, sovereign decision-making and warfighting capacity hold immense value, but not a quantifiable dollar value.”

    “The Institute estimates Australia prevented tens of billions of dollars of additional costs by stopping or deterring spying,” Burgess said.

    He said ASIO estimated the espionage threat “will only intensify. It is already more serious and sophisticated than ever before, so our response must also be more serious and sophisticated than ever before.”

    Russian spies booted out in 2022

    Burgess confirmed that in 2022 a number of “undeclared Russian intelligence officers” were removed from Australia.

    “The decision followed a lengthy ASIO investigation that found the Russians recruiting proxies and agents to obtain sensitive information, and employing sophisticated tradecraft to disguise their activities.”

    Last year, two Russian born Australian citizens were charged with an espionage related offence.

    Russian remained a persistent and aggressive espionage threat, Burgess said. “But Russia is by no means the only country we have to deal with.

    “You would be genuinely shocked by the number and names of countries trying to steal our secrets.

    “The obvious candidates are very active – I’ve previously named China, Russia and Iran – but many other countries are also targeting anyone and anything that could give them a strategic or tactical advantage, including sensitive but unclassified information.”

    Burgess said increasingly foreign intelligence services were broadening their collection efforts beyond traditional categories. They were aggressively targeting science and technology, and public and private sector projects, negotiations and investments. This includes Antarctic research, green technology, critical minerals and rare earths extraction and processing.

    ‘A very unhealthy’ interest in AUKUS

    Burgess said foreign intelligence services were “taking a very unhealthy interest in AUKUS and its associated capabilities.”

    “Australia’s defence sector is a top intelligence collection priority for foreign governments seeking to blunt our operational edge, gain insights into our operational readiness and tactics, and better understand our allies’ capabilities.

    “Targets include maritime and aviation-related military capabilities, but also innovations with both commercial and military applications.

    “And with AUKUS, we are not just defending our sovereign capability. We are also defending critical capability shared by and with our partners.”

    He said foreign intelligence services were “proactive, creative and opportunistic” in targeting present and former defence employees.

    There was relentless cyber espionage, in-person targeting and technical collection.

    “In recent years, for example, defence employees travelling overseas have been subjected to covert room searches, been approached at conferences by spies in disguise and given gifts containing surveillance devices.”

    Two dozen major disruptions in the last three years

    Burgess said that ASIO had detected and disrupted 24 major cases of foreign interference in the last three years alone.

    This was more than in the previous eight years combined. They were just the major disruptions – there were many other cases. Among the examples he gave were:

    • spies recruited a security clearance holder who handed over official documents on free trade negotiations

    • foreign companies connected to intelligence services sought to buy access to personal data sets; sought to buy land near sensitive military sites, and sought to collaborate with researchers developing sensitive technologies

    • foreign intelligence services tried to get someone employed as a researcher in a media outlet, aiming to shape reporting and receive early warning of critical stories

    • spies convinced a state bureaucrat to login to a database to obtain details of people considered dissidents by a foreign regime

    • nation state hackers compromised a peak industry body’s network getting sensitive information

    • a foreign intelligence service had multiple agents and their family members apply for Australian government jobs to get access to classified information.

    Michelle Grattan does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    – ref. Espionage cost Australia $12.5 billion in 2023-24, ASIO boss Mike Burgess says – https://theconversation.com/espionage-cost-australia-12-5-billion-in-2023-24-asio-boss-mike-burgess-says-262349

    MIL OSI Analysis – EveningReport.nz –

  • MIL-OSI: WTW Reports Second Quarter 2025 Earnings

    Source: GlobeNewswire (MIL-OSI)

    • Revenue1of $2.3 billion was flat compared to prior-year quarter due to the sale of TRANZACT
    • Organic Revenue growth of 5% for the quarter
    • Diluted Earnings per Share was $3.32 for the quarter, up 144% over prior year
    • Adjusted Diluted Earnings per Share was $2.86 for the quarter, up 20% over prior year2
    • Operating Margin was 16.3% for the quarter, up 690 basis points over prior year
    • Adjusted Operating Margin was 18.5% for the quarter, up 150 basis points from prior year

    LONDON, July 31, 2025 (GLOBE NEWSWIRE) — WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the second quarter ended June 30, 2025.

    “Our strong second quarter results demonstrate the meaningful progress we’ve made towards advancing our strategy, helping deliver solid topline results, along with margin and earnings growth,” said Carl Hess, WTW’s Chief Executive Officer. “I’m pleased with how our businesses continued to prove their value and resilience this quarter, providing our clients with critical solutions to help manage people, risk and capital amidst economic uncertainty. Building on our strong first-half performance and continued momentum, we enter the second half of 2025 on track to deliver on our financial framework, including mid-single digit organic revenue growth, operating margin expansion, adjusted earnings per share growth, and free-cash-flow margin expansion. I’d like to thank our colleagues for their consistent execution and dedication to delivering for our clients.”

    Consolidated Results

    As reported, USD millions, except %

    Key Metrics Q2-25 Q2-242 Y/Y Change
    Revenue1 $2,261 $2,265 Reported (0)% | CC (1)% | Organic 5%
    Income from Operations $368 $212 74%
    Operating Margin % 16.3% 9.4% 690 bps
    Adjusted Operating Income $419 $385 9%
    Adjusted Operating Margin % 18.5% 17.0% 150 bps
    Net Income $332 $142 134%
    Adjusted Net Income $285 $247 15%
    Diluted EPS $3.32 $1.36 144%
    Adjusted Diluted EPS $2.86 $2.39 20%
    1 The revenue amounts included in this release are presented on a U.S. GAAP basis except where stated otherwise. The segment discussion is on an organic basis.
       
    2 Refer to “WTW Non-GAAP Measures” below and the Q2-25 Supplemental Slides for recast of historical Non-GAAP measures.
       

    Revenue was $2.26 billion for the second quarter of 2025, which was flat compared to $2.27 billion for the same period in the prior year due to the sale of TRANZACT. Excluding the impact of foreign currency, revenue decreased 1%. On an organic basis, revenue increased 5%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.

    Net Income for the second quarter of 2025 was $332 million compared to Net Income of $142 million in the prior-year second quarter. Adjusted EBITDA for the second quarter was $470 million, or 20.8% of revenue, an increase of 6%, compared to Adjusted EBITDA of $445 million, or 19.6% of revenue, in the prior-year second quarter. The U.S. GAAP tax rate for the second quarter was (6.8)%, and the adjusted income tax rate for the second quarter used in calculating adjusted diluted earnings per share was 18.0%.

    Cash Flow and Capital Allocation

    Cash flows from operating activities were $326 million for the six months ended June 30, 2025, compared to cash flows from operating activities of $431 million for the same prior-year period. Free cash flow for the six months ended June 30, 2025 and 2024 was $217 million and $305 million, respectively, a decrease of $88 million. The decline was primarily due to increased compensation and cash tax payments as well as the absence of cash inflows from TRANZACT following its sale on December 31, 2024, partly offset by lower Transformation program spending and operational improvements. During the quarter ended June 30, 2025, the Company repurchased 1,614,427 of its outstanding shares for $500 million.

    Second Quarter 2025 Segment Highlights

    Health, Wealth & Career (“HWC”)

    As reported, USD millions, except %

    Health, Wealth & Career Q2-25 Q2-24 Y/Y Change
    Total Revenue $1,180 $1,260 Reported (6)% | CC (8)% | Organic 4%
    Operating Income $280 $276 1%
    Operating Margin % 23.8% 21.9% 190 bps

    The HWC segment had revenue of $1.18 billion in the second quarter of 2025, a decrease of 6% (8% decrease constant currency and organic growth of 4%) from $1.26 billion in the prior year due to the sale of TRANZACT. Health delivered organic revenue growth driven by double-digit increases outside North America and solid performance in North America. Wealth generated organic revenue growth from higher levels of Retirement work globally alongside growth in our Investments business from new business wins and product launches. Career had modest revenue growth as healthy demand for advisory project work outside North America was offset by North America client postponement decisions made earlier in the year. Benefits Delivery & Outsourcing revenue was materially flat, as increased project and core administration work within Europe was tempered by lower commission revenue in the Individual Marketplace business compared to the prior year.

    Operating margins in the HWC segment increased 190 basis points from the prior-year second quarter to 23.8%, primarily due to the sale of TRANZACT. Excluding TRANZACT operating margins increased 20 basis points. Please refer to the Supplemental Slides for TRANZACT’s standalone historical financial results.

    Risk & Broking (“R&B”)

    As reported, USD millions, except %

    Risk & Broking Q2-25 Q2-24 Y/Y Change
    Total Revenue $1,047 $979 Reported 7% | CC 6% | Organic 6%
    Operating Income $222 $202 10%
    Operating Margin % 21.2% 20.6% 60 bps

    The R&B segment had revenue of $1.05 billion in the second quarter of 2025, an increase of 7% (6% increase constant currency and organic) from $979 million in the prior year. Corporate Risk & Broking (CRB) had organic revenue growth driven by higher levels of new business activity and strong client retention globally. Insurance Consulting and Technology (ICT) revenue was flat for the quarter as clients managed spend more cautiously amid ongoing economic uncertainty.

    Operating margins in the R&B segment increased 60 basis points from the prior-year second quarter to 21.2%, due primarily to operating leverage driven by strong organic revenue growth and savings from the Transformation program which were partially offset by headwinds from decreased interest income and foreign currency fluctuations.

    Select 2025 Financial Considerations

    Changes to Non-GAAP financial measures:

    • All reported non-GAAP metrics will exclude non-cash net periodic pension and postretirement benefits
    • Free cash flow and free cash flow margin will capture cash outflows for capitalized software costs
    • Refer to Supplemental Slides for recast of historical Non-GAAP measures

    Business mix:

    • TRANZACT business, which contributed $1.14 to adjusted diluted earnings per share in 2024, is no longer part of the business portfolio following the completion of the TRANZACT sale in the fourth quarter of 2024
    • Reinsurance joint venture with Bain Capital expected to be a headwind on adjusted diluted earnings per share of approximately $0.20, which will be partially mitigated by gains from other equity investments, resulting in a net headwind of approximately $0.10 at the interest in earnings of associates level

    Free cash flow:

    • Expect cash outflows in 2025 from the payment of accrued costs related to the Transformation program which concluded in 2024

    Capital allocation:

    • Expect share repurchases of ~$1.5 billion, subject to market conditions and potential capital allocation to organic and inorganic investment opportunities

    Foreign exchange:

    • Expect a foreign currency tailwind on adjusted diluted earnings per share of approximately $0.05 in 2025 at today’s rates

    Adjusted operating margin outlook:

    • ~100 basis points of average annual margin expansion over next 3 years in R&B
    • Incremental annual margin expansion at HWC and enterprise levels

    The 2025 Financial Considerations above include Non-GAAP financial measures. We do not reconcile forward-looking Non-GAAP measures for reasons explained under “WTW Non-GAAP Measures” below.

    Conference Call

    The Company will host a conference call to discuss the financial results for the second quarter 2025. It will be held on Thursday, July 31, 2025, beginning at 9:00 a.m. Eastern Time. A live, listen-only webcast of the conference call will be available on WTW’s website. Analysts and institutional investors may participate in the conference call’s question-and-answer session by registering in advance here. An online replay will be available at investors.wtwco.com shortly after the call concludes.

    About WTW

    At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at www.wtwco.com.

    WTW Non-GAAP Measures

    In order to assist readers of our consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Rate, (9) Free Cash Flow and (10) Free Cash Flow Margin.

    We believe that those measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.

    Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. Items applicable to the quarter or full year results, or the comparable periods, include the following:

    • Restructuring costs and transaction and transformation – Management believes it is appropriate to adjust for restructuring costs and transaction and transformation when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.
    • Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations. Among other things, we determine this by reference to the amount of the loss (net of insurance and other recovery receivables) and by reference to whether the matter relates to an unusual and complex scenario that is not expected to be repeated as part of our ongoing, ordinary business. These amounts are presented net of insurance and other recovery receivables. See the footnotes to the reconciliation tables below for more specificity on the litigation matter excluded from adjusted results.
    • Gains and losses on disposals of operations – Adjustment to remove the gains or losses resulting from disposed operations that have not been classified as discontinued operations.
    • Net periodic pension and postretirement benefits – Adjustment to remove the recognition of net periodic pension and postretirement benefits (including pension settlements), other than service costs. We have included this adjustment as applicable in our prior-period disclosures in order to conform to the current-period presentation.
    • Tax effect of significant adjustments – Relates to the incremental tax expense or benefit resulting from significant or unusual events including significant statutory tax rate changes enacted in material jurisdictions in which we operate, internal reorganizations of ownership of certain businesses that reduced the investment held by our U.S.-controlled subsidiaries and the recovery of certain refunds or payment of taxes related to businesses in which we no longer participate.

    We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

    We consider Constant Currency Change, Organic Change, Adjusted Operating Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate and Free Cash Flow to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating and liquidity results against our competitors. These non-GAAP measures are important in illustrating what our comparable operating and liquidity results would have been had we not incurred transaction-related and non-recurring items. Reconciliations of these measures are included in the accompanying tables with the following exception: The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

    Our non-GAAP measures and their accompanying definitions are presented as follows:

    Constant Currency Change – Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.

    Organic Change – Excludes the impact of fluctuations in foreign currency exchange rates, as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.

    Adjusted Operating Income/Margin – Income from operations adjusted for amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.

    Adjusted EBITDA/Margin – Net Income adjusted for provision for income taxes, interest expense, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA Margin is calculated by dividing adjusted EBITDA by revenue. We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.

    Adjusted Net Income – Net Income Attributable to WTW adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of internal reorganizations. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.

    Adjusted Diluted Earnings Per Share – Adjusted Net Income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.

    Adjusted Income Before Taxes – Income from operations before income taxes and interest in earnings of associates adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.

    Adjusted Income Taxes/Tax Rate – Provision for income taxes adjusted for taxes on certain items of amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, the tax effects of significant adjustments and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate. Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations.

    Free Cash Flow – Cash flows from operating activities less cash used to purchase fixed assets and software. Free Cash Flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures. Management believes that free cash flow presents the core operating performance and cash-generating capabilities of our business operations. As a result of our change in presentation, free cash flow for the prior period has been adjusted to conform to the current period, which includes the deduction of our capitalized software costs.

    Free Cash Flow Margin – Free Cash Flow as a percentage of revenue, which represents how much of revenue would be realized on a cash basis. We consider this measure to be a meaningful metric for tracking cash conversion on a year-over-year basis due to the non-cash nature of our pension income, which is included in our GAAP and Non-GAAP earnings metrics presented herein.

    These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.

    WTW Forward-Looking Statements

    This document contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as: our outlook; the potential impact of natural or man-made disasters like health pandemics and other world health crises; future capital expenditures; ongoing working capital efforts; future share repurchases; financial results (including our revenue, costs or margins) and the impact of changes to tax laws on our financial results; existing and evolving business strategies including those related to acquisitions and dispositions; demand for our services and competitive strengths; strategic goals; the benefits of new initiatives; growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings initiatives generated from our completed multi-year operational transformation program or other expense savings initiatives; our recognition of future impairment charges; and plans and references to future performance, including our future financial and operating results, short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to free cash flow generation, adjusted net revenue, adjusted operating margin and adjusted earnings per share, are forward-looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

    There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following: our ability to successfully establish, execute and achieve our global business strategy as it evolves; our ability to fully realize the anticipated benefits of our growth strategy, including inorganic growth through acquisitions; our ability to achieve our short-term and long-term financial goals, such as with respect to our cash flow generation, and the timing with respect to such achievement; the risks related to changes in general economic conditions, business and political conditions, changes in the financial markets, inflation, credit availability, increased interest rates, changes in trade policies, increased tariffs and retaliatory actions; the risks to our short-term and long-term financial goals from any of the risks or uncertainties set forth herein; the risks relating to the adverse impacts of macroeconomic trends, including those relating to changes in trade policies and tariffs, as well as political events, war, such as the Russia-Ukraine and Israel-Hamas wars, and other international disputes, terrorism, natural disasters, public health issues and other business interruptions on the global economy and capital markets, such as uncertainty in the global markets, inflation, changes in interest rates and recessionary trends, changes in spending by government agencies and contractors, which could have a material adverse effect on our business, financial condition, results of operations and long-term goals; our ability to successfully hedge against fluctuations in foreign currency rates; the risks relating to the adverse impacts of natural or man-made disasters such as health pandemics and other world health crises on the demand for our products and services, our cash flows and our business operations; material interruptions to or loss of our information processing capabilities, or failure to effectively maintain and upgrade our information technology resources and systems and related risks of cybersecurity breaches or incidents; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity and artificial intelligence; the risks relating to the transitional arrangements in effect subsequent to our completed sale of TRANZACT; significant competition that we face and the potential for loss of market share and/or profitability; the impact of seasonality and differences in timing of renewals and non-recurring revenue increases from disposals and book-of-business sales; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation; the risk of substantial negative outcomes on existing or potential future litigation or investigation matters; changes in the regulatory environment in which we operate, including, among other risks, the impacts of pending competition law and regulatory investigations; various claims, government inquiries or investigations or the potential for regulatory action; our ability to make divestitures or acquisitions, including our ability to integrate or manage acquired businesses or carve-out businesses to be disposed, as well as our ability to identify and successfully execute on opportunities for strategic collaboration; our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; our ability to successfully manage ongoing organizational changes, including as a result of our recently-completed multi-year operational transformation program, investments in improving systems and processes, and in connection with our acquisition and divestiture activities; disasters or business continuity problems; our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow; our ability to properly identify and manage conflicts of interest; reputational damage, including from association with third parties; reliance on third-party service providers and suppliers; risks relating to changes in our management structures and in senior leadership; the loss of key employees or a large number of employees and rehiring rates; our ability to maintain our corporate culture; doing business internationally, including the impact of global trade policies and retaliatory considerations as well as foreign currency exchange rates; compliance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associated sanction regulations (such as sanctions imposed on Russia) and related counter-sanctions; our ability to effectively apply technology, data and analytics solutions, including through the use of artificial intelligence, for internal operations, maintaining industry standards, meeting client preferences and gaining competitive advantage, among other things; changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare, and any other changes and developments in legal, regulatory, economic, business or operational conditions that could impact our businesses; the inability to protect our intellectual property rights, or the potential infringement upon the intellectual property rights of others; fluctuations in our pension assets and liabilities and related changes in pension income, including as a result of, related to, or derived from movements in the interest rate environment, investment returns, inflation, or changes in other assumptions that are used to estimate our benefit obligations and their effect on adjusted earnings per share; our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each; our ability to obtain financing on favorable terms or at all; adverse changes in our credit ratings; the impact of recent or potential changes to U.S. or foreign laws, and the enactment of additional, or the revision of existing, state, federal, and/or foreign laws and regulations, recent judicial decisions and development of case law, other regulations and any policy changes and legislative actions, including those that may impose additional excise taxes or impact our effective tax rate; U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares; changes in accounting principles, estimates or assumptions; our recognition of future impairment charges; risks relating to or arising from environmental, social and governance (‘ESG’) practices; fluctuation in revenue against our relatively fixed or higher-than-expected expenses; the risk that investment levels increase; the laws of Ireland being different from the laws of the U.S. and potentially affording less protections to the holders of our securities; and our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries.

    The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at http://www.sec.gov or www.wtwco.com.

    Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

    Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

    Contact

    INVESTORS
    Claudia De La Hoz | Claudia.Delahoz@wtwco.com

    WTW
    Supplemental Segment Information
    (In millions of U.S. dollars)
    (Unaudited)
         
    REVENUE    
                  Components of Revenue Change(i)
                        Less:       Less:    
        Three Months Ended
    June 30,    		     As Reported   Currency   Constant Currency   Acquisitions/   Organic
        2025     2024     % Change   Impact   Change   Divestitures   Change
                                     
    Health, Wealth & Career                                
    Revenue excluding interest income   $ 1,173     $ 1,251     (6)%   1%   (7)%   (12)%   4%
    Interest income     7       9                      
    Total     1,180       1,260     (6)%   1%   (8)%   (12)%   4%
                                     
    Risk & Broking                                
    Revenue excluding interest income   $ 1,024     $ 950     8%   1%   6%   0%   6%
    Interest income     23       29                      
    Total     1,047       979     7%   1%   6%   0%   6%
                                     
    Segment Revenue   $ 2,227     $ 2,239     (1)%   1%   (2)%   (7)%   5%
    Corporate, reimbursable expenses and other     24       20                      
    Interest income     10       6                      
    Revenue   $ 2,261     $ 2,265     0%   1%   (1)%   (6)%   5%(ii)
                  Components of Revenue Change(i)
                        Less:       Less:    
        Six Months Ended June 30,     As Reported   Currency   Constant Currency   Acquisitions/   Organic
        2025     2024     % Change   Impact   Change   Divestitures   Change
                                     
    Health, Wealth & Career                                
    Revenue excluding interest income   $ 2,331     $ 2,578     (10)%   0%   (10)%   (13)%   3%
    Interest income     14       18                      
    Total     2,345       2,596     (10)%   0%   (10)%   (13)%   3%
                                     
    Risk & Broking                                
    Revenue excluding interest income   $ 2,029     $ 1,900     7%   0%   7%   0%   7%
    Interest income     45       57                      
    Total     2,074       1,957     6%   0%   6%   0%   6%
                                     
    Segment Revenue   $ 4,419     $ 4,553     (3)%   0%   (3)%   (7)%   5%
    Corporate, reimbursable expenses and other     45       41                      
    Interest income     20       12                      
    Revenue   $ 4,484     $ 4,606     (3)%   0%   (3)%   (7)%   5%(ii)
    (i) Components of revenue change may not add due to rounding.
    (ii) Interest income did not contribute to organic change for the three and six months ended June 30, 2025.


    BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME

        Three Months Ended June 30,
        HWC   R&B   Corporate   Total
        2025   2024   2025   2024   2025   2024   2025   2024
    Book-of-business settlements   $ —     $ —     $ 3     $ 2     $ —     $ —     $ 3     $ 2  
    Interest income     7       9       23       29       10       6       40       44  
    Total   $ 7     $ 9     $ 26     $ 31     $ 10     $ 6     $ 43     $ 46  
        Six Months Ended June 30,
        HWC   R&B   Corporate   Total
        2025   2024   2025   2024   2025   2024   2025   2024
    Book-of-business settlements   $ 2     $ —     $ 3     $ 4     $ —     $ —     $ 5     $ 4  
    Interest income     14       18       45       57       20       12       79       87  
    Total   $ 16     $ 18     $ 48     $ 61     $ 20     $ 12     $ 84     $ 91  


    SEGMENT OPERATING INCOME     (i)

        Three Months Ended
    June 30,
        2025   2024
                 
    Health, Wealth & Career   $ 280     $ 276  
    Risk & Broking     222       202  
    Segment Operating Income   $ 502     $ 478  
        Six Months Ended
    June 30,
        2025   2024
                 
    Health, Wealth & Career   $ 591     $ 612  
    Risk & Broking     448       405  
    Segment Operating Income   $ 1,039     $ 1,017  
    (i) Segment operating income excludes certain costs, including amortization of intangibles, restructuring costs, transaction and transformation expenses, certain litigation provisions, and to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses reported for U.S. GAAP purposes.


    SEGMENT OPERATING MARGINS

        Three Months Ended June 30,
        2025   2024
    Health, Wealth & Career   23.8%   21.9%
    Risk & Broking   21.2%   20.6%
        Six Months Ended June 30,
        2025   2024
    Health, Wealth & Career   25.2%   23.6%
    Risk & Broking   21.6%   20.7%


    RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE INCOME TAXES

        Three Months Ended June 30,
        2025   2024
                 
    Segment Operating Income   $ 502     $ 478  
    Amortization     (49 )     (60 )
    Restructuring costs     —       (3 )
    Transaction and transformation(i)     (2 )     (97 )
    Unallocated, net(ii)     (83 )     (106 )
    Income from Operations     368       212  
    Interest expense     (64 )     (68 )
    Other income, net     9       23  
    Income from operations before income taxes and interest in earnings of associates   $ 313     $ 167  
        Six Months Ended June 30,
        2025   2024
                 
    Segment Operating Income   $ 1,039     $ 1,017  
    Amortization     (97 )     (120 )
    Restructuring costs     —       (21 )
    Transaction and transformation(i)     (2 )     (222 )
    Unallocated, net(ii)     (140 )     (162 )
    Income from Operations     800       492  
    Interest expense     (129 )     (132 )
    Other (loss)/income, net     (55 )     49  
    Income from operations before income taxes and interest in earnings of associates   $ 616     $ 409  
    (i) In addition to legal fees and other transaction costs, includes primarily consulting fees and compensation costs related to the Transformation program.
    (ii)  Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.
    WTW
    Reconciliations of Non-GAAP Measures
    (In millions of U.S. dollars, except per share data)
    (Unaudited)
     
    RECONCILIATIONS OF NET INCOME ATTRIBUTABLE TO WTW TO ADJUSTED DILUTED EARNINGS PER SHARE
           
        Three Months Ended June 30,
        2025   2024
                 
    Net income attributable to WTW   $ 331     $ 141  
    Adjusted for certain items:            
    Amortization     49       60  
    Restructuring costs     —       3  
    Transaction and transformation     2       97  
    Provision for specified litigation matter (i)     —       13  
    Net periodic pension and postretirement benefits     (13 )     (21 )
    Tax effect on certain items listed above(ii)     (10 )     (39 )
    Tax effect of significant adjustments     (74 )     (7 )
    Adjusted Net Income   $ 285     $ 247  
                 
    Weighted-average ordinary shares, diluted     100       103  
                 
    Diluted Earnings Per Share   $ 3.32     $ 1.36  
    Adjusted for certain items:(iii)            
    Amortization     0.49       0.58  
    Restructuring costs     —       0.03  
    Transaction and transformation     0.02       0.94  
    Provision for specified litigation matter (i)     —       0.13  
    Net periodic pension and postretirement benefits     (0.13 )     (0.20 )
    Tax effect on certain items listed above(ii)     (0.10 )     (0.38 )
    Tax effect of significant adjustments     (0.74 )     (0.07 )
    Adjusted Diluted Earnings Per Share(iii)   $ 2.86     $ 2.39  
        Six Months Ended June 30,
        2025   2024
                 
    Net income attributable to WTW   $ 566     $ 331  
    Adjusted for certain items:            
    Amortization     97       120  
    Restructuring costs     —       21  
    Transaction and transformation     2       222  
    Provision for specified litigation matter(i)     —       13  
    Net periodic pension and postretirement benefits     62       (43 )
    Gain on disposal of operations     (14 )     —  
    Tax effect on certain items listed above(ii)     (38 )     (85 )
    Tax effect of significant adjustments     (74 )     (7 )
    Adjusted Net Income   $ 601     $ 572  
                 
    Weighted-average ordinary shares, diluted     100       104  
                 
    Diluted Earnings Per Share   $ 5.64     $ 3.20  
    Adjusted for certain items:(iii)            
    Amortization     0.97       1.16  
    Restructuring costs     —       0.20  
    Transaction and transformation     0.02       2.14  
    Provision for specified litigation matter(i)     —       0.13  
    Net periodic pension and postretirement benefits     0.62       (0.42 )
    Gain on disposal of operations     (0.14 )     —  
    Tax effect on certain items listed above(ii)     (0.38 )     (0.82 )
    Tax effect of significant adjustments     (0.74 )     (0.07 )
    Adjusted Diluted Earnings Per Share(iii)   $ 5.99     $ 5.53  
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
    (ii) The tax effect was calculated using an effective tax rate for each item.
    (iii) Per share values and totals may differ due to rounding.


    RECONCILIATIONS OF NET INCOME TO ADJUSTED EBITDA

        Three Months Ended June 30,  
        2025   2024  
                   
    Net Income   $ 332   14.7% $ 142   6.3%
    (Benefit from)/provision for income taxes     (21 )     26    
    Interest expense     64       68    
    Depreciation     57       57    
    Amortization     49       60    
    Restructuring costs     —       3    
    Transaction and transformation     2       97    
    Provision for specified litigation matter(i)     —       13    
    Net periodic pension and postretirement benefits     (13 )     (21 )  
    Adjusted EBITDA and Adjusted EBITDA Margin   $ 470   20.8% $ 445   19.6%
        Six Months Ended June 30,  
        2025   2024  
                   
    Net Income   $ 571   12.7% $ 336   7.3%
    Provision for income taxes     44       74    
    Interest expense     129       132    
    Depreciation     111       116    
    Amortization     97       120    
    Restructuring costs     —       21    
    Transaction and transformation     2       222    
    Provision for specified litigation matter(i)     —       13    
    Net periodic pension and postretirement benefits     62       (43 )  
    Gain on disposal of operations     (14 )     —    
    Adjusted EBITDA and Adjusted EBITDA Margin   $ 1,002   22.3% $ 991   21.5%
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.


    RECONCILIATIONS OF INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME

        Three Months Ended June 30,  
        2025   2024  
                   
    Income from operations and Operating margin   $ 368   16.3% $ 212   9.4%
    Adjusted for certain items:              
    Amortization     49       60    
    Restructuring costs     —       3    
    Transaction and transformation     2       97    
    Provision for specified litigation matter(i)     —       13    
    Adjusted operating income and Adjusted operating income margin   $ 419   18.5% $ 385   17.0%
        Six Months Ended June 30,  
        2025   2024  
                   
    Income from operations and Operating margin   $ 800   17.8% $ 492   10.7%
    Adjusted for certain items:              
    Amortization     97       120    
    Restructuring costs     —       21    
    Transaction and transformation     2       222    
    Provision for specified litigation matter(i)     —       13    
    Adjusted operating income and Adjusted operating income margin   $ 899   20.0% $ 868   18.8%
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.


    RECONCILIATIONS OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED INCOME TAXES/TAX RATE

        Three Months Ended June 30,
        2025   2024
                 
    Income from operations before income taxes and interest in earnings of associates   $ 313     $ 167  
                 
    Adjusted for certain items:            
    Amortization     49       60  
    Restructuring costs     —       3  
    Transaction and transformation     2       97  
    Provision for specified litigation matter(i)     —       13  
    Net periodic pension and postretirement benefits     (13 )     (21 )
    Adjusted income before taxes   $ 351     $ 319  
                 
    (Benefit from)/provision for income taxes   $ (21 )   $ 26  
    Tax effect on certain items listed above(ii)     10       39  
    Tax effect of significant adjustments     74       7  
    Adjusted income taxes   $ 63     $ 72  
                 
    U.S. GAAP tax rate     (6.8 )%     15.6 %
    Adjusted income tax rate     18.0 %     22.4 %
        Six Months Ended June 30,
        2025   2024
                 
    Income from operations before income taxes and interest in earnings of associates   $ 616     $ 409  
                 
    Adjusted for certain items:            
    Amortization     97       120  
    Restructuring costs     —       21  
    Transaction and transformation     2       222  
    Provision for specified litigation matter(i)     —       13  
    Net periodic pension and postretirement benefits     62       (43 )
    Gain on disposal of operations     (14 )     —  
    Adjusted income before taxes   $ 763     $ 742  
                 
    Provision for income taxes   $ 44     $ 74  
    Tax effect on certain items listed above(ii)     38       85  
    Tax effect of significant adjustments     74       7  
    Adjusted income taxes   $ 156     $ 166  
                 
    U.S. GAAP tax rate     7.1 %     18.1 %
    Adjusted income tax rate     20.5 %     22.3 %
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
    (ii) The tax effect was calculated using an effective tax rate for each item.


    RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW

        Six Months Ended June 30,
        2025   2024
                 
    Cash flows from operating activities   $ 326     $ 431  
    Less: Additions to fixed assets and software     (109 )     (126 )
    Free Cash Flow   $ 217     $ 305  
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Statements of Income
    (In millions of U.S. dollars, except per share data)
    (Unaudited)
                 
        Three Months Ended
    June 30,    		   Six Months Ended
    June 30,
        2025   2024   2025   2024
    Revenue   $ 2,261     $ 2,265     $ 4,484     $ 4,606  
                             
    Costs of providing services                        
    Salaries and benefits     1,449       1,397       2,773       2,739  
    Other operating expenses     336       439       701       896  
    Depreciation     57       57       111       116  
    Amortization     49       60       97       120  
    Restructuring costs     —       3       —       21  
    Transaction and transformation     2       97       2       222  
    Total costs of providing services     1,893       2,053       3,684       4,114  
                             
    Income from operations     368       212       800       492  
                             
    Interest expense     (64 )     (68 )     (129 )     (132 )
    Other income/(loss), net     9       23       (55 )     49  
                             
    INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES   313       167       616       409  
                             
    Benefit from/(provision for) income taxes     21       (26 )     (44 )     (74 )
                             
    INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES   334       141       572       335  
                             
    Interest in earnings of associates, net of tax     (2 )     1       (1 )     1  
                             
    NET INCOME   332       142       571       336  
                             
    Income attributable to non-controlling interests     (1 )     (1 )     (5 )     (5 )
                             
    NET INCOME ATTRIBUTABLE TO WTW   $ 331     $ 141     $ 566     $ 331  
                             
    EARNINGS PER SHARE                        
    Basic earnings per share   $ 3.34     $ 1.37     $ 5.68     $ 3.22  
    Diluted earnings per share   $ 3.32     $ 1.36     $ 5.64     $ 3.20  
                             
    Weighted-average ordinary shares, basic     99       103       100       103  
    Weighted-average ordinary shares, diluted     100       103       100       104  
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Balance Sheets
    (In millions of U.S. dollars, except share data)
    (Unaudited)
                 
        June 30,   December 31,
        2025   2024
    ASSETS            
    Cash and cash equivalents   $ 1,963     $ 1,890  
    Fiduciary assets     10,720       9,504  
    Accounts receivable, net     2,364       2,494  
    Prepaid and other current assets     558       1,217  
    Total current assets     15,605       15,105  
    Fixed assets, net     696       661  
    Goodwill     8,938       8,799  
    Other intangible assets, net     1,232       1,295  
    Right-of-use assets     495       485  
    Pension benefits assets     578       530  
    Other non-current assets     934       806  
    Total non-current assets     12,873       12,576  
    TOTAL ASSETS   $ 28,478     $ 27,681  
    LIABILITIES AND EQUITY            
    Fiduciary liabilities   $ 10,720     $ 9,504  
    Deferred revenue and accrued expenses     1,726       2,211  
    Current debt     549       —  
    Current lease liabilities     124       118  
    Other current liabilities     752       765  
    Total current liabilities     13,871       12,598  
    Long-term debt     4,762       5,309  
    Liability for pension benefits     550       615  
    Provision for liabilities     369       341  
    Long-term lease liabilities     500       502  
    Other non-current liabilities     246       299  
    Total non-current liabilities     6,427       7,066  
    TOTAL LIABILITIES     20,298       19,664  
    COMMITMENTS AND CONTINGENCIES            
    EQUITY(i)            
    Additional paid-in capital     11,012       10,989  
    (Accumulated deficit)/retained earnings     (206 )     109  
    Accumulated other comprehensive loss, net of tax     (2,706 )     (3,158 )
    Total WTW shareholders’ equity     8,100       7,940  
    Non-controlling interests     80       77  
    Total Equity     8,180       8,017  
    TOTAL LIABILITIES AND EQUITY   $ 28,478     $ 27,681  
         
    (i) Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 97,853,208 (2025) and 99,805,780 (2024); Outstanding 97,853,208 (2025) and 99,805,780 (2024) and (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2025 and 2024.
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Statements of Cash Flows
    (In millions of U.S. dollars)
    (Unaudited)
           
        Six Months Ended June 30,
        2025   2024
    CASH FLOWS FROM OPERATING ACTIVITIES            
    NET INCOME   $ 571     $ 336  
    Adjustments to reconcile net income to total net cash from operating activities:            
    Depreciation     111       116  
    Amortization     97       120  
    Non-cash restructuring charges     —       12  
    Non-cash lease expense     47       49  
    Net periodic cost/(benefit) of defined benefit pension plans     94       (11 )
    Provision for doubtful receivables from clients     7       10  
    Benefit from deferred income taxes     (70 )     (25 )
    Share-based compensation     68       54  
    Net gain on disposal of operations     (14 )     —  
    Non-cash foreign exchange loss/(gain)     30       (12 )
    Other, net     18       22  
    Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:            
    Accounts receivable     225       118  
    Other assets     (99 )     (161 )
    Other liabilities     (778 )     (242 )
    Provisions     19       45  
    Net cash from operating activities     326       431  
                 
    CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES            
    Additions to fixed assets and software     (109 )     (126 )
    Acquisitions of operations, net of cash acquired     (14 )     (18 )
    Contributions to investments in associates     (8 )     —  
    Net proceeds from sale of operations     836       —  
    Net purchases of held-to-maturity securities     (50 )     —  
    Net purchases of available-for-sale securities     (43 )     (14 )
    Net cash from/(used in) investing activities     612       (158 )
                 
    CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES            
    Senior notes issued     —       746  
    Debt issuance costs     —       (9 )
    Repayments of debt     (2 )     (652 )
    Repurchase of shares     (700 )     (301 )
    Net proceeds from fiduciary funds held for clients     141       783  
    Payments of deferred and contingent consideration related to acquisitions     (15 )     —  
    Cash paid for employee taxes on withholding shares     (43 )     (24 )
    Dividends paid     (179 )     (176 )
    Acquisitions of and dividends paid to non-controlling interests     (2 )     (3 )
    Net cash (used in)/from financing activities     (800 )     364  
                 
    INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH     138       637  
    Effect of exchange rate changes on cash, cash equivalents and restricted cash     207       (53 )
    CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)     4,998       3,792  
    CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)   $ 5,343     $ 4,376  
         
    (i) The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in the Supplemental Disclosure of Cash Flow Information section.

    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

        Six Months Ended June 30,
        2025   2024
                 
    Supplemental disclosures of cash flow information:            
    Cash and cash equivalents   $ 1,963     $ 1,247  
    Fiduciary funds (included in fiduciary assets)     3,380       3,129  
    Total cash, cash equivalents and restricted cash   $ 5,343     $ 4,376  
                 
    Decrease in cash, cash equivalents and other restricted cash   $ (3 )   $ (154 )
    Increase in fiduciary funds     141       791  
    Total (i)   $ 138     $ 637  
    (i) Does not include the effect of exchange rate changes on cash, cash equivalents and restricted cash.

    The MIL Network –

  • MIL-OSI: Banco Itaú Chile Announces Second Quarter 2025 Management Discussion & Analysis Report

    Source: GlobeNewswire (MIL-OSI)

    SANTIAGO, Chile, July 31, 2025 (GLOBE NEWSWIRE) — BANCO ITAÚ CHILE (SSE: ITAUCL) announced today its Management Discussion & Analysis Report (“MD&A Report”) for the second quarter ended June 30, 2025. For the full MD&A Report, please refer to the following link:
    https://ir.itau.cl/MDAQ22025

    On Monday, August 11, 2025, at 9:00 A.M. Santiago time (9:00 A.M. ET), the Company’s management team will host a conference call to discuss the financial results. The call will be hosted by André Gailey, CEO; Emiliano Muratore, CFO; and Andrés Perez, Chief Economist.

    Webinar Details:
    Online registration:
    https://mzgroup.zoom.us/webinar/register/WN_Zwa7qMydTu-u6c93fjgaMw

    All participants must pre-register using this link to join the webinar. Upon registering, each participant will be provided with details to connect to the call.

    Q&A session:
    The Q&A session will be available for participants through the webinar, where attendees will be allowed to present their questions – we will answer selected questions verbally.

    Investor Relations – Itaú Chile
    IR@itau.cl / ir.itau.cl

    The MIL Network –

  • MIL-OSI USA: Secretary Noem is Taking a Sledgehammer to Criminal Human Trafficking Rings

    Source: US Federal Emergency Management Agency

    Headline: Secretary Noem is Taking a Sledgehammer to Criminal Human Trafficking Rings

    lass=”text-align-center”>On this World Day Against Trafficking in Persons, Kristi Noem and the Department of Homeland Security continue taking action to disrupt criminal human trafficking organizations
    WASHINGTON – On this year’s World Day Against Trafficking in Persons, the Department of Homeland Security (DHS) is announcing a series of major crack downs against the worst of the worst criminal organizations: human trafficking rings

     
    The previous administration’s open border policies empowered human traffickers and allowed over 450,000 unaccompanied children to be illegally smuggled over the border

     
    Under President Trump and DHS Secretary Kristi Noem, the full weight of the American government is bringing the hammer down on human trafficking rings

      In just the first few months, the Trump administration has developed leads on thousands of human trafficking cases

     
    DHS has also cracked down on the criminal terrorist gang Tren de Aragua, which enriches itself through the sex trafficking of vulnerable young women

      The Trump administration has arrested more than 2,700 members of Tren de Aragua so far

     
    This crisis is fueled by organized crime networks: sophisticated cartels that exploited the weakness of the previous administration, especially its open border and refusal to enforce immigration law, to rake in billions from forced labor, brutal sexual exploitation, coercing innocent people into drug running, and other heinous crimes

     
    “The brave men and women of DHS are the best in the world at going after traffickers

    They are always able to track down those who are trafficking individuals, find the ringleaders, and rip that evil off by its head,” said Secretary Kristi Noem

    “I’m so thankful that I get the chance to lead individuals like that, and agents who get up every day to help save our children and to save women and men from the kind of slavery that we’ve seen

    ” 
    Below are some examples of how DHS is fighting to put human traffickers out of business: 

    July 28, 2025: As part of Operation Apex Predator, a Child Exploitation Investigations Unit initiative with the Cyber Crimes Center, Immigration and Customs Enforcement (ICE) Newark arrested four illegal alien child predators over the course of four days

    All four are registered sex offenders

    July 23, 2025: ICE arrested 243 illegal aliens in the Denver metro area

    Among those arrested were aliens wanted for human trafficking, and several members of transnational criminal organizations (TCOs), including Tren de Aragua (TdA), Los Zetas, and the Sinaloa Cartel

    July 22, 2025: Following an ICE Homeland Security Investigations (HSI) investigation, a resident of Laredo, Texas was sentenced to 63 months in prison for smuggling 101 migrants in a locked trailer

    Among the illegal aliens smuggled were 12 children

    The suspect was sentenced after pleading guilty to conspiracy to transport migrants

    July 21, 2025: As a result of an investigation by ICE HSI Rio Grande Valley, a convicted human smuggler was sentenced to 20 years in prison for possessing images of sexual assaults of prepubescent children

    July 10, 2025: ICE and Customs and Border Protection (CBP) executed criminal warrant operations at marijuana facilities in Carpinteria and Camarillo, California

    In these facilities, at least 14 migrant children were rescued from potential exploitation, forced labor, and human trafficking

    During this operation, federal officers also arrested at least 361 illegal aliens

    Among those arrested were criminals with convictions for kidnapping, rape, attempted rape, and attempted child molestation, among other charges

    July 10, 2025: As the result of an ICE New York investigation, the leader of a Mexican sex trafficking organization was sentenced to 188 months in prison for sex trafficking multiple victims by force, fraud, and coercion

    July 9, 2025: An ICE Del Rio investigation resulted in an illegal Honduran alien being sentenced to 10 years in prison, with three years of supervised release, for his role in smuggling thousands of aliens into the United States for financial gain

    His smuggling conspiracy spanned three years and involved thousands of aliens from 11 different countries

    July 7, 2025: Border Patrol agents assisted the U

    S

    Marshals in executing an arrest warrant on a high-priority target linked to a criminal syndicate operating in human exploitation

    The suspect, a U

    S

    citizen, was wanted for multiple charges, including procurement of persons, placing individuals into prostitution, residing in a house of prostitution, and profiting from the earnings of prostitution

    The suspect was arrested without incident in Yuma, Arizona

     
    June 24, 2025: HSI Nashville identified one child victim and one adult victim of labor trafficking

    During an immigration court proceeding, the child victim revealed that she and her 18-year-old brother had been forced by their sponsor to work to pay off their smuggling fees and to pay for the sponsor’s household expenses

    June 16, 2025: A worksite enforcement operation by ICE HSI targeted employers and subcontractors who knowingly hire illegal aliens

    During this operation, HSI Mobile identified and rescued a child and arrested eight foreign nationals for violating immigration law

    The child was found to be working among adults and was believed to have never attended school since entering the United States two years ago

    June 6, 2025: The Department of Justice (DOJ) indicted Kilmar Abrego Garcia, a Venezuelan illegal alien and member of MS-13 arrested by ICE, on charges of alien smuggling and conspiracy to commit alien smuggling

    Despite the mainstream media insisting for months that Garcia was an innocent “Maryland father,” he is now standing trial after evidence emerged of his involvement in criminal smuggling rings

    June 2, 2025: ICE Rio Grande Valley discovered a stash house in South Texas and subsequently arrested 16 illegal aliens

    The owner of the property admitted to harboring the illegal aliens, who came from five different countries

    A Mexican national was taken in for questioning for his role in human smuggling

    May 28, 2025: HSI New York special agents arrested an adult male from Ecuador at his residence for violations relating to the sexual exploitation of a child

    New York received information regarding a 15-year-old female who was apprehended near El Paso, Texas, after illegally entering the United States

    At that time, she was pregnant with the adult’s child and had been in a relationship with him in Ecuador since the age of thirteen

    The subject organized the smuggling of the teenager across the border to engage in sexual acts

    His mother sponsored her after her illegal entry, and the subject continued his relationship with the children, living with his mother in Harlem

    May 28, 2025: CBP issued a Withhold Release Order against Zhen Fa 7, a Chinese-flagged fishing vessel

    As a result, CBP officers at all U

    S

    ports of entry will detain seafood harvested by Zhen Fa 7 based on reasonable suspicion that the vessel uses forced labor to harvest such seafood

    May 28, 2025: Border Patrol agents in the San Diego Sector prevented an attempt to smuggle two Mexican nationals into the United States

    The attempt involved one United States citizen and one Mexican national, who attempted to smuggle the illegal aliens across the border using a truck

    Inside the truck were three fully loaded firearms, including a “ghost gun

    ” The suspected smugglers face felony charges of bringing in and harboring aliens, and unlawful acts involving firearms

     
    May 12, 2025: HSI Austin identified and rescued a child, arrested two Guatemalan nationals for violating immigration law, and initiated an HSI-led investigation of state and federal charges of human trafficking and statutory rape

    During a welfare check, HSI Agents, assisted by the FBI, identified a pregnant 14-year-old female residing with an unrelated adult male sponsor, later determined to be the biological father of the unborn child

    May 7, 2025: CBP’s Air and Marine Operations (AMO) interdicted a vessel with four illegal aliens from Uzbekistan that were being smuggled into Puerto Rico

    The vessel attempted to enter Puerto Rico on the island of Vieques; onboard were the four illegal aliens from Uzbekistan and three United States citizens

    The Uzbeki nationals did not have any documents for an authorized entry or stay in the United States

    May 4, 2025: Border Patrol agents in the Tucson Sector arrested a United States citizen and two Mexican nationals after a high-speed pursuit

    The United States citizen, who was driving the car and had an extensive criminal history, fled from law enforcement at high speed after failing to stop at an immigration checkpoint

    After crashing into another car, the three occupants fled on foot before being arrested

    The driver faces federal charges that include human smuggling, fleeing law enforcement, and endangering human life

    May 2, 2025: Four Mexican nationals in the United States illegally were charged for their roles in an international human smuggling conspiracy that brought aliens across the Canadian border into the United States for profit

    The smuggling organization had been operating for two years and smuggled hundreds of aliens per week through Canada

    The aliens or their family members would pay thousands of dollars to be smuggled into the United States

    April 29, 2025: CBP officers at the Area Port of San Luis arrested a woman in connection with the failed smuggling attempt of a child

    The suspect, a Mexican citizen, had sedated the child prior to attempting to cross the border

    The suspect also presented a false birth certificate and alleged that she was the mother; the officers discovered that there was no family relationship between the woman and the child

    April 2, 2025: CBP issued a Withhold Release Order against Taepyung Salt Farm, based on information that reasonably indicates the use of forced labor in the production of the company’s sea salt products

    As a result, CBP personnel at all U

    S

    ports of entry will detain sea salt products from Taepyung Salt Farm in South Korea

    March 25, 2025: After an ICE Arizona investigation with law enforcement partners, a human smuggling coordinator was sentenced to 30 months in prison for her role in smuggling over 100 Colombians into the United States

    She had been operating a travel agency in her native country, Colombia, where she would charge the victims a fee to travel to Mexico, with additional bribes required at Mexican airports

    February 14, 2025: Working with the Tennessee Bureau of Investigation, an ICE investigation led to a four-count indictment against eight defendants with ties to Tren de Aragua on charges related to their involvement with a transnational commercial sex enterprise

    Everyone can be part of the fight against human trafficking

    The DHS Blue Campaign can help you recognize human trafficking and provide resources to report suspicious activity to law enforcement

     
    ###

    MIL OSI USA News –

  • MIL-OSI: AMG Reports Financial and Operating Results for the Second Quarter and First Half of 2025

    Source: GlobeNewswire (MIL-OSI)

    • Positive net client cash flows of more than $8 billion, driven by ongoing momentum in private markets and liquid alternatives 
    • New partnership with Montefiore Investment further diversifies AMG’s business and expands its participation in private markets
    • Economic Earnings per share of $5.39 for the quarter, an increase of 15% relative to prior-year quarter
    • Repurchased ~$100 million in common stock, bringing total share repurchases to ~$273 million in the first half of the year

    WEST PALM BEACH, Fla., July 31, 2025 (GLOBE NEWSWIRE) — AMG, a strategic partner to leading independent investment management firms globally, today reported its financial and operating results for the second quarter and six months ended June 30, 2025.

    Jay C. Horgen, Chief Executive Officer of AMG, said:
    “In the second quarter, AMG reported growth of 15% in Economic Earnings per share relative to the year-ago quarter, reflecting the disciplined execution of our capital allocation strategy and the increasing momentum in our business. Net client cash flows of more than $8 billion firmwide were driven by record flows into alternatives, reflecting ongoing strength in private markets fundraising and growing client demand for liquid alternative strategies.

    “Through strong ongoing execution of our strategy, we are accelerating the evolution of AMG’s business toward areas of secular growth. AMG’s Affiliates managing private markets and liquid alternative strategies generated net client inflows of approximately $33 billion in the first half of the year, reflecting the ongoing demand for our Affiliates’ specialized strategies. In addition, we recently announced a new partnership with Montefiore, a leading European private equity firm focused on the services sector. So far in 2025, we have announced four new partnerships with firms collectively managing approximately $24 billion in alternative strategies, underscoring the ongoing demand for AMG’s unique approach, which magnifies the competitive advantages of partner-owned firms while also preserving their independence.

    “With our excellent capital position and distinct competitive advantages, including our worldwide reputation as a collaborative strategic partner to the highest-quality independent firms, we are uniquely positioned to execute on our opportunity set. We remain confident in our ability to generate meaningful additional shareholder value over time, as we invest in new and existing Affiliates while also returning excess capital to shareholders within our disciplined capital allocation framework.”

    FINANCIAL HIGHLIGHTS     Three Months Ended       Six Months Ended  
    (in millions, except as noted and per share data)     6/30/2024   6/30/2025       6/30/2024   6/30/2025  
    Operating Performance Measures                        
    AUM (at period end, in billions)     $ 701.0   $ 771.0       $ 701.0     $ 771.0  
    Average AUM (in billions)       693.1     736.6         686.5       724.3  
    Net client cash flows (in billions)       0.9     8.1         (2.9 )     7.7  
    Aggregate fees       1,098.1     1,173.5         2,569.7       2,443.9  
    Financial Performance Measures                        
    Net income (controlling interest)     $ 76.0   $ 84.3       $ 225.8     $ 156.6  
    Earnings per share (diluted)(1)       2.26     2.80         6.49       5.01  
    Supplemental Performance Measures(2)                        
    Adjusted EBITDA (controlling interest)     $ 217.5   $ 219.7       $ 477.3     $ 447.9  
    Economic net income (controlling interest)       155.9     159.2         342.6       317.9  
    Economic earnings per share       4.67     5.39         10.06       10.58  
                                       

    For additional information on our Supplemental Performance Measures, including reconciliations to GAAP, see the Financial Tables and Notes.

    Capital Management
    During the second quarter of 2025, the Company repurchased approximately $100 million in common stock, bringing total share repurchases to approximately $273 million in the first half of the year, and announced a second-quarter cash dividend of $0.01 per share of common stock, payable August 25, 2025 to stockholders of record as of the close of business on August 11, 2025.

    About AMG
    AMG (NYSE: AMG) is a strategic partner to leading independent investment management firms globally. AMG’s strategy is to generate long‐term value by investing in high-quality independent partner-owned firms, through a proven partnership approach, and allocating resources across AMG’s unique opportunity set to the areas of highest growth and return. Through its distinctive approach, AMG magnifies its Affiliates’ existing advantages and actively supports their independence and ownership culture. As of June 30, 2025, AMG’s aggregate assets under management were approximately $771 billion across a diverse range of private markets, liquid alternative, and differentiated long-only investment strategies. For more information, please visit the Company’s website at www.amg.com.

             

    Conference Call, Replay, and Presentation Information
    A conference call will be held with AMG’s management at 11:00 a.m. Eastern time today. Parties interested in listening to the conference call should dial 1-877-407-8291 (U.S. calls) or 1-201-689-8345 (non-U.S. calls) shortly before the call begins.

    The conference call will also be available for replay beginning approximately one hour after the conclusion of the call. To hear a replay of the call, please dial 1-877-660-6853 (U.S. calls) or 1-201-612-7415 (non-U.S. calls) and provide conference ID 13754341. The live call and replay of the session and a presentation highlighting the Company’s performance can also be accessed via AMG’s website at https://ir.amg.com/.

    Investor and Media Relations: Patricia Figueroa
    +1 (617) 747-3300
    ir@amg.com
    pr@amg.com

    Financial Tables Follow

    ASSETS UNDER MANAGEMENT – STATEMENTS OF CHANGES (in billions) 

      Alternatives   Differentiated Long-Only  
    BY STRATEGY – QUARTER TO DATE Private
    Markets    		   Liquid
    Alternatives    		     Equities   Multi-
    Asset &
    Fixed
    Income    		   Total  
    AUM, March 31, 2025 $ 140.3   $ 154.8     $ 302.1   $ 115.0   $ 712.2  
    Client cash inflows and commitments   7.8     16.8       10.7     5.0     40.3  
    Client cash outflows   (0.0 )   (5.3 )     (21.2 )   (5.7 )   (32.2 )
    Net client cash flows   7.8     11.5       (10.5 )   (0.7 )   8.1  
    New investments   —     12.4       —     —     12.4  
    Market changes   1.3     1.3       24.0     3.8     30.4  
    Foreign exchange   0.7     2.9       5.4     1.1     10.1  
    Realizations and distributions (net)   (0.7 )   (0.1 )     (0.0 )   (0.1 )   (0.9 )
    Other   —     (1.1 )     (0.0 )   (0.2 )   (1.3 )
    AUM, June 30, 2025 $ 149.4   $ 181.7     $ 321.0   $ 118.9   $ 771.0  
                                     
      Alternatives   Differentiated Long-Only  
    BY STRATEGY – YEAR TO DATE Private
    Markets    		   Liquid
    Alternatives    		     Equities   Multi-
    Asset &
    Fixed
    Income    		   Total  
    AUM, December 31, 2024 $ 135.4   $ 140.7     $ 316.2   $ 115.6   $ 707.9  
    Client cash inflows and commitments   11.3     32.7       19.5     9.8     73.3  
    Client cash outflows   (0.1 )   (11.0 )     (43.7 )   (10.8 )   (65.6 )
    Net client cash flows   11.2     21.7       (24.2 )   (1.0 )   7.7  
    New investments   1.7     12.4       —     —     14.1  
    Market changes   1.8     3.6       22.0     3.5     30.9  
    Foreign exchange   0.9     4.4       7.1     1.4     13.8  
    Realizations and distributions (net)   (1.6 )   (0.0 )     (0.1 )   (0.3 )   (2.0 )
    Other   —     (1.1 )     0.0     (0.3 )   (1.4 )
    AUM, June 30, 2025 $ 149.4   $ 181.7     $ 321.0   $ 118.9   $ 771.0  
                                     

    CONSOLIDATED STATEMENTS OF INCOME

      Three Months Ended
    (in millions, except per share data) 6/30/2024   6/30/2025
    Consolidated revenue $ 500.3     $ 493.2  
           
    Consolidated expenses:      
    Compensation and related expenses   215.3       263.7  
    Selling, general and administrative   89.4       95.7  
    Intangible amortization and impairments   7.3       6.3  
    Interest expense   33.5       34.5  
    Depreciation and other amortization   3.1       2.5  
    Other expenses (net)   10.8       10.0  
    Total consolidated expenses   359.4       412.7  
           
    Equity method income (net)(3)   18.1       65.6  
    Investment and other income   19.3       25.5  
    Income before income taxes   178.3       171.6  
           
    Income tax expense   43.3       35.7  
    Net income   135.0       135.9  
           
    Net income (non-controlling interests)   (59.0 )     (51.6 )
    Net income (controlling interest) $ 76.0     $ 84.3  
           
    Average shares outstanding (basic)   31.5       28.5  
    Average shares outstanding (diluted)   35.3       31.4  
           
    Earnings per share (basic) $ 2.42     $ 2.96  
    Earnings per share (diluted)(1) $ 2.26     $ 2.80  
                   

    RECONCILIATIONS OF SUPPLEMENTAL PERFORMANCE MEASURES(2)

      Three Months Ended
    (in millions, except per share data) 6/30/2024   6/30/2025
    Net income (controlling interest) $ 76.0     $ 84.3  
    Intangible amortization and impairments   65.6       31.0  
    Intangible-related deferred taxes   14.7       14.6  
    Other economic items(4)   (0.4 )     29.3  
    Economic net income (controlling interest) $ 155.9     $ 159.2  
           
    Average shares outstanding (adjusted diluted)   33.4       29.5  
    Economic earnings per share $ 4.67     $ 5.39  
           
    Net income (controlling interest) $ 76.0     $ 84.3  
    Interest expense   33.5       34.4  
    Income taxes   42.3       35.1  
    Intangible amortization and impairments   65.6       31.0  
    Other items(4)   0.1       34.9  
    Adjusted EBITDA (controlling interest) $ 217.5     $ 219.7  
                   

    See Notes for additional information.

    CONSOLIDATED STATEMENTS OF INCOME

      Six Months Ended
    (in millions, except per share data) 6/30/2024   6/30/2025
    Consolidated revenue $ 1,000.3     $ 989.8  
           
    Consolidated expenses:      
    Compensation and related expenses   455.7       494.1  
    Selling, general and administrative   181.1       190.4  
    Intangible amortization and impairments   14.5       89.6  
    Interest expense   63.4       68.6  
    Depreciation and other amortization   6.1       5.3  
    Other expenses (net)   19.9       21.6  
    Total consolidated expenses   740.7       869.6  
           
    Equity method income (net)(3)   135.7       140.9  
    Investment and other income   37.2       37.1  
    Income before income taxes   432.5       298.2  
           
    Income tax expense   98.7       63.1  
    Net income   333.8       235.1  
           
    Net income (non-controlling interests)   (108.0 )     (78.5 )
    Net income (controlling interest) $ 225.8     $ 156.6  
           
    Average shares outstanding (basic)   32.1       28.9  
    Average shares outstanding (diluted)   36.0       32.3  
           
    Earnings per share (basic) $ 7.02     $ 5.43  
    Earnings per share (diluted)(1) $ 6.49     $ 5.01  
                   

    RECONCILIATIONS OF SUPPLEMENTAL PERFORMANCE MEASURES(2)

      Six Months Ended
    (in millions, except per share data) 6/30/2024   6/30/2025
    Net income (controlling interest) $ 225.8     $ 156.6  
    Intangible amortization and impairments   91.2       116.8  
    Intangible-related deferred taxes   30.9       13.9  
    Other economic items(4)   (5.3 )     30.6  
    Economic net income (controlling interest) $ 342.6     $ 317.9  
           
    Average shares outstanding (adjusted diluted)   34.0       30.0  
    Economic earnings per share $ 10.06     $ 10.58  
           
    Net income (controlling interest) $ 225.8     $ 156.6  
    Interest expense   63.4       68.5  
    Income taxes   99.7       65.4  
    Intangible amortization and impairments   91.2       116.8  
    Other items(4)   (2.8 )     40.6  
    Adjusted EBITDA (controlling interest) $ 477.3     $ 447.9  
                   

    See Notes for additional information.

    CONSOLIDATED BALANCE SHEETS

      Period Ended
    (in millions) 12/31/2024   6/30/2025
    Assets      
    Cash and cash equivalents $ 950.0     $ 361.0  
    Receivables   409.7       571.0  
    Investments   595.6       644.1  
    Goodwill   2,504.9       2,537.6  
    Acquired client relationships (net)   1,777.8       1,716.1  
    Equity method investments in Affiliates (net)   2,246.6       2,618.3  
    Fixed assets (net)   57.6       56.7  
    Other assets   288.7       302.8  
    Total assets $ 8,830.9     $ 8,807.6  
           
    Liabilities and Equity      
    Payables and accrued liabilities $ 639.1     $ 692.4  
    Debt   2,620.2       2,621.2  
    Deferred income tax liability (net)   520.5       544.3  
    Other liabilities   402.4       474.9  
    Total liabilities   4,182.2       4,332.8  
           
    Redeemable non-controlling interests   350.5       336.1  
    Equity:      
    Common stock   0.6       0.6  
    Additional paid-in capital   733.1       701.2  
    Accumulated other comprehensive loss   (163.6 )     (125.0 )
    Retained earnings   6,899.8       7,055.9  
        7,469.9       7,632.7  
    Less: treasury stock, at cost   (4,124.6 )     (4,394.0 )
    Total stockholders’ equity   3,345.3       3,238.7  
    Non-controlling interests   952.9       900.0  
    Total equity   4,298.2       4,138.7  
    Total liabilities and equity $ 8,830.9     $ 8,807.6  
                   

     

    Notes
       
    (1) Earnings per share (diluted) adjusts for the dilutive effect of the potential issuance of incremental shares of our common stock.

    We assume the settlement of all of our Redeemable non-controlling interests using the maximum number of shares permitted under our arrangements. The issuance of shares and the related income acquired are excluded from the calculation if an assumed purchase of Redeemable non-controlling interests would be anti-dilutive to diluted earnings per share.

    We are required to apply the if-converted method to our outstanding junior convertible securities when calculating Earnings per share (diluted). Under the if-converted method, shares that are issuable upon conversion are deemed outstanding, regardless of whether the securities are contractually convertible into our common stock at that time. For this calculation, the interest expense (net of tax) attributable to these dilutive securities is added back to Net income (controlling interest), reflecting the assumption that the securities have been converted. Issuable shares for these securities and related interest expense are excluded from the calculation if an assumed conversion would be anti-dilutive to diluted earnings per share.

    The following table provides a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share:
       
        Three Months Ended   Six Months Ended
      (in millions) 6/30/2024   6/30/2025   6/30/2024   6/30/2025
      Numerator              
      Net income (controlling interest) $ 76.0     $ 84.3     $ 225.8     $ 156.6  
      Income (loss) from hypothetical settlement of Redeemable non-controlling interests, net of taxes   0.3       0.3       0.7       (1.5 )
      Interest expense on junior convertible securities, net of taxes   3.4       3.4       6.7       6.7  
      Net income (controlling interest), as adjusted $ 79.7     $ 88.0     $ 233.2     $ 161.8  
      Denominator              
      Average shares outstanding (basic)   31.5       28.5       32.1       28.9  
      Effect of dilutive instruments:              
      Stock options and restricted stock units   1.9       1.0       1.9       1.1  
      Hypothetical issuance of shares to settle Redeemable non-controlling interests   0.2       0.2       0.3       0.6  
      Junior convertible securities   1.7       1.7       1.7       1.7  
      Average shares outstanding (diluted)   35.3       31.4       36.0       32.3  
                                     
    (2) As supplemental information, we provide non-GAAP performance measures of Adjusted EBITDA (controlling interest), Economic net income (controlling interest), and Economic earnings per share. We believe that many investors use our Adjusted EBITDA (controlling interest) when comparing our financial performance to other companies in the investment management industry. Management utilizes these non-GAAP performance measures to assess our performance before our share of certain non-cash GAAP expenses primarily related to the acquisition of interests in Affiliates and to improve comparability between periods. Economic net income (controlling interest) and Economic earnings per share are used by management and our Board of Directors as our principal performance benchmarks, including as one of the measures for determining executive compensation. These non-GAAP performance measures are provided in addition to, but not as a substitute for, Net income (controlling interest), Earnings per share, or other GAAP performance measures. For additional information on our non-GAAP measures, see our most recent Annual and Quarterly Reports on Form 10-K and 10-Q, respectively, which are accessible on the SEC’s website at www.sec.gov.

    Adjusted EBITDA (controlling interest) represents our performance before our share of interest expense, income and certain non-income based taxes, depreciation, amortization, impairments, gains and losses related to Affiliate Transactions, and non-cash items such as certain Affiliate equity activity, gains and losses on our contingent payment obligations, and unrealized gains and losses on seed capital, general partner commitments, and other strategic investments. Adjusted EBITDA (controlling interest) is also adjusted to include realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.

    Under our Economic net income (controlling interest) definition, we adjust Net income (controlling interest) for our share of pre-tax intangible amortization and impairments related to intangible assets (including the portion attributable to equity method investments in Affiliates) because these expenses do not correspond to the changes in the value of these assets, which do not diminish predictably over time. We also adjust for deferred taxes attributable to intangible assets because we believe it is unlikely these accruals will be used to settle material tax obligations. Further, we adjust for gains and losses related to Affiliate Transactions, net of tax, and other economic items. Other economic items include certain Affiliate equity activity, gains and losses related to contingent payment obligations, tax windfalls and shortfalls from share-based compensation, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.

    Economic earnings per share represents Economic net income (controlling interest) divided by the Average shares outstanding (adjusted diluted). In this calculation, we exclude the potential shares issued upon settlement of Redeemable non-controlling interests from Average shares outstanding (adjusted diluted) because we intend to settle those obligations without issuing shares, consistent with all prior Affiliate equity purchase transactions. The potential share issuance in connection with our junior convertible securities is measured using a “treasury stock” method. Under this method, only the net number of shares of common stock equal to the value of the junior convertible securities in excess of par, if any, are deemed to be outstanding. We believe the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in available capital resources (which could be used to repurchase shares of our common stock) that occurs when these securities are converted and we are relieved of our debt obligation.

    The following table provides a reconciliation of Average shares outstanding (adjusted diluted):
       

       

        Three Months Ended   Six Months Ended
      (in millions) 6/30/2024   6/30/2025   6/30/2024   6/30/2025
      Average shares outstanding (diluted) 35.3     31.4     36.0     32.3  
      Hypothetical issuance of shares to settle Redeemable non-controlling interests (0.2 )   (0.2 )   (0.3 )   (0.6 )
      Junior convertible securities (1.7 )   (1.7 )   (1.7 )   (1.7 )
      Average shares outstanding (adjusted diluted) 33.4     29.5     34.0     30.0  
                             
    (3) The following table presents pre-tax equity method earnings, equity method intangible amortization and impairments, and equity method income tax, which in aggregate form Equity method income (net):
       
        Three Months Ended   Six Months Ended
      (in millions) 6/30/2024   6/30/2025   6/30/2024   6/30/2025
      Pre-tax equity method earnings $ 80.3     $ 94.1     $ 222.8     $ 193.6  
      Equity method intangible amortization and impairments   (60.8 )     (27.0 )     (81.6 )     (45.6 )
      Equity method income tax   (1.4 )     (1.5 )     (5.5 )     (7.1 )
      Equity method income (net) $ 18.1     $ 65.6     $ 135.7     $ 140.9  
                                     
    (4) For the three and six months ended June 30, 2025, other economic items and other items include a one-time expense of $30.5 million which resulted from a modification of Affiliate equity which, consistent with the definitions of our non-GAAP performance measures, has been added back to Economic net income (controlling interest) and Adjusted EBITDA (controlling interest).
       

    Forward-Looking Statements and Other Matters

    Certain matters discussed in this press release issued by Affiliated Managers Group, Inc. (“AMG” or the “Company”) may constitute forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “guidance,” “believes,” “expects,” “potential,” “preliminary,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “projects,” “positioned,” “prospects,” “intends,” “plans,” “estimates,” “pending investments,” “anticipates,” or the negative version of these words or other comparable words. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including changes in the securities or financial markets or in general economic conditions, global trade tensions and changes in trade policies, the availability of equity and debt financing, competition for acquisitions of interests in investment management firms, uncertainties relating to closing of pending investments or transactions and potential changes in the anticipated benefits thereof, the investment performance and growth rates of our Affiliates and their ability to effectively market their investment strategies, the mix of Affiliate contributions to our earnings, and other risks, uncertainties, and assumptions, including those described under the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Such factors may be updated from time to time in our periodic filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by applicable law.

    This press release does not constitute an offer of any products, investment vehicles, or services of any AMG Affiliate.

    From time to time, AMG may use its website as a distribution channel of material Company information. AMG routinely posts financial and other important information regarding the Company in the Investor Relations section of its website at www.amg.com and encourages investors to consult that section regularly.

    The MIL Network –

  • MIL-OSI: Media Advisory: BTCS to participate in upcoming fireside chat

    Source: GlobeNewswire (MIL-OSI)

    SILVER SPRING, Md., July 31, 2025 (GLOBE NEWSWIRE) — BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company, short for Blockchain Technology Consensus Solutions, is pleased to be participating in an upcoming event.

    What:   Fireside chat between BTCS CEO Charles Allen and Water Tower Research Analyst John Roy
    When:   August 6, 2025 at 1 p.m. ET
    Where:   Media and Investors are invited to register to attend the virtual event here.
         

    A replay will be available here following the session.

    About BTCS:
    BTCS Inc. (“BTCS” or the “Company”), short for Blockchain Technology Consensus Solutions, is a U.S.-based Ethereum-first blockchain technology company committed to driving scalable revenue and ETH accumulation through its hallmark strategy, the DeFi/TradFi Accretion Flywheel, an integrated approach to capital formation and blockchain infrastructure. By combining decentralized finance (“DeFi”) and traditional finance (“TradFi”) mechanisms with its blockchain infrastructure operations, comprising NodeOps (staking) and Builder+ (block building), BTCS offers one of the most sophisticated opportunities for leveraged ETH exposure, driven by scalable revenue generation and a yield-focused ETH accumulation strategy. Discover how BTCS offers operational and financial leveraged exposure to Ethereum through the public markets at www.btcs.com.

    For more information follow us on:
    Twitter: https://x.com/NasdaqBTCS
    LinkedIn: https://www.linkedin.com/company/nasdaq-btcs
    Facebook: https://www.facebook.com/NasdaqBTCS

    Investor Relations:
    Charles Allen – CEO
    X (formerly Twitter): @Charles_BTCS
    Email: ir@btcs.com

    The MIL Network –